A. History and Development of the Company General Corporate Information We are a BVI business company incorporated under the laws of the BVI on July 23, 2021 for the purpose of effecting the Business Combination. On March 31, 2022, the Business Combination was consummated and we completed our listing on Nasdaq. See “Explanatory Note” for further details regarding the Business Combination. We are a technology-driven disruptive mobility company that aims to provide reliable, safe, cost-effective and environmentally responsible mass transit solutions. Our mission is to identify and solve inefficiencies associated with low-quality or sometimes non-existent public transportation infrastructure in urban areas that are in critical need of such services. Our technology and services provide commuters, travelers and businesses with a valuable alternative to traditional public transportation, taxi companies or other ridesharing companies. Through our platform, we provide thousands of riders per day with a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go. We currently operate in Egypt, KSA, UAE, U.K. and Kuwait, with our employees working out of these countries in addition to Pakistan and India. Since April 1, 2022 and until July 19, 2023, our Ordinary Shares and Warrants traded on the Nasdaq Global Market, and since July 19, 2023 our Ordinary Shares and Warrants are traded on the Nasdaq Capital Market under the symbols “SWVL” and “SWVLW,” respectively. Our principal executive office is located at Offices 4 at One Central, Dubai World Trade Center, Dubai, UAE and our telephone number is +971 42241293. The mailing address of our registered office is Kingston Chambers, P.O. Box 173, Road Town, Tortola, the BVI. Our principal website address is https://www.swvl.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Annual Report, and you should not consider it as a part of this Annual Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the JOBS Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies” such as not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceeds $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. We are also a foreign private issuer as defined by the rules under the Securities Act and the Exchange Act. Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of Nasdaq, including the proxy rules, the short-swing profits recapture rules, and certain governance requirements such as independent director oversight of the nomination of directors and executive compensation. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. domestic companies registered under the Exchange Act. On January 25, 2023, we implemented a 1-for-25 reverse stock split of our Ordinary Shares, pursuant to which holders of our Ordinary Shares received one Ordinary Share for every twenty-five Ordinary Shares as of such date. Unless the context expressly dictates otherwise, all references to share and per share amounts referred to in this Annual Report give effect to the reverse stock split. 39 Table of Contents B. Business Overview Overview We are a technology-driven disruptive mobility company that aims to provide reliable, safe, cost-effective and environmentally responsible mass transit solutions. Our mission is to identify and solve inefficiencies associated with low-quality or sometimes non-existent public transportation infrastructure in urban areas that are in critical need of such services. Our technology and services provide commuters, travelers and businesses with a valuable alternative to traditional public transportation, taxi companies or other ridesharing companies. Through our platform, we provide thousands of riders per day with a dynamically-routed self-optimizing network of minibuses and other vehicles, helping people get where they need to go. We currently serve the customers on our platform through two offerings: (i) business to consumer (“B2C”), and (ii) we also offer enterprise products sold to corporate customers called B2B for businesses, schools, municipal transit agencies and other customers that operate their own transportation programs, leveraging the technology that we use for the B2C offerings. These products include, among other things, access to our platform, use of our proprietary technologies, fleet management consulting and reporting services and use of the vehicles and drivers on our network to operate such transportation programs. We package our B2B products to meet the specific needs of each customer. Our business was founded on February 8, 2017 by Mostafa Kandil, our Chief Executive Officer, Mahmoud Nouh and Ahmed Sabbah. We launched our first commuter services in Cairo, Egypt in March 2017, before expanding to Alexandria, Egypt the same year. As of December 31, 2021, we have expanded our operations to multiple cities across seven countries, with our B2C offering available in select cities in Egypt, Kenya, Pakistan and Jordan. In January 2019, we commenced operations in Nairobi, Kenya. Namely, in the second half of 2019, we commenced operations in major cities in Pakistan, including Lahore, Islamabad and Karachi, and relocated our headquarters from Cairo, Egypt to Dubai, UAE. In 2020 and 2021, we also launched TaaS offerings in the UAE, Jordan, Saudi Arabia and Malaysia. In October 2024, we launched our regional headquarters in Riyadh, Saudi Arabia. In June 2025 we expanded our operations into the UK and in January 2026 we launched operations in Kuwait. We are also subject to seasonality in certain sectors of our B2B offerings, for example, our contracts with schools, universities and other educational institutions have low activity during the summer months, which are between July and September of each year within our operating markets. We try to diversify the industries we work with to ensure that our revenues are stable within the year, we do not currently have any single industry that contributes to more than 20% of our total revenues. We are also subject to seasonality in certain sectors of our B2C offerings, for example, during the summer season in Egypt, from July to September, we observe high activity due to more people commuting for vacation. Our Offerings We currently serve the customers on our platform through two offerings: B2C and B2B (marketed as Swvl Business), which includes our TaaS and SaaS model. B2C is our initial core product. Using our platform, we provide riders with a network of minibuses and other vehicles that operate on fixed and semi-fixed routes throughout and between the cities we serve. Riders book seats on vehicles available exclusively through us to commute within a city. Riders can book journeys up to five days in advance and pay a fixed rate, determined based on ride distance and anticipated demand, with the option to pay in cash or by credit card or digital wallet. Riders manage their user experience via our mobile application, through which riders can access and book available trips, track vehicles in real-time, receive an estimated pick-up time, manage payments and access customer support services. Our consumer services are operated through our mobile application to book rides between pre-defined pick-up points located within or between the cities. Our service is powered by a suite of proprietary technologies that regularly optimize routing, predict rider demand, set pricing and provide a seamless user experience for customers and drivers. We believe that our platform offers a transportation alternative that is more efficient, reliable and safe than traditional public transportation options, at an accessible price point. This has allowed us to grow our business rapidly. Swvl Business (TaaS and SaaS) In addition to our B2C offerings, we developed ways of diversifying our revenues and identifying potentially higher-margin offerings. The result is our B2B TaaS and SaaS products, marketed together as Swvl Business. 40 Table of Contents Swvl Business enables our corporate customers (as well as schools and municipalities) to use our technology and platform to optimize the commute and travel programs they operate for their employees (and students). Since Swvl Business uses technology already developed for our B2C offerings, its development and deployment does not (and did not) impose significant additional research and development (“R&D”) costs on our business. Our TaaS offerings are targeted at companies that do not operate their own vehicle fleets. With TaaS, we offer dedicated routes (for use exclusively by the organization’s employees and students) using vehicles and drivers already operating on Swvl to transport employees and students to and from their places of work and study. Unlike our B2C offerings, pricing, routing and vehicle allocation are fixed in our agreements with each customer, and only drivers that meet the criteria set forth in these agreements are dispatched to operate on the applicable TaaS routes. Our customers typically pay for our TaaS offerings on a per route basis, with pricing determined based on the length and location of such route and without regard to the number of riders on such route. We have expanded our Swvl Business offerings with SaaS in 2024 and 2025, and will continue to do so throughout 2026. Our SaaS offerings are targeted at corporate customers (as well as schools and municipalities) that operate their own vehicle fleets, with specific services tailored to the needs of each customer. Our basic offerings include access to our dedicated Swvl Business application, which centralizes passenger management, billing, scheduling, data analytics and support functions in one platform. At higher service tiers, we will provide the use of our network optimization and Dynamic Routing (as defined below) technologies as described below, as well as access to our fleet management modules, which will enable our customers to more easily manage their drivers and track their rides. We also plan to offer fleet management consulting and reporting services. We use a tiered cost-plus pricing model for our SaaS products. As our B2B customers do not pay for TaaS and SaaS services on a per rider or per utilized seat basis, we do not assume any utilization risk on such offerings. As a result, we anticipate that TaaS and SaaS have the potential to be higher-margin offerings, which would allow us to enhance our margins. Market Opportunity and Competitive Advantage We believe that traditional modes of public transportation represent a rigid and outdated approach to the needs of the modern world. Particularly in developing countries, existing mass-transit infrastructure often suffers from a combination of being inaccessible, unreliable and unsafe. Urban populations in such countries are often unserved or underserved by public transportation networks. Where access to public transportation is available, many commuters must endure long wait times and inconsistent or delayed service. In turn, commuters and society at large waste hours waiting for transportation. In addition, mass-transit networks often fail to provide a safe travel environment - particularly for women. Overcrowding on vehicles can expose riders to a greater risk of sexual harassment, assault or theft. In fact, the Asian Development Bank’s 2015 report, Policy Brief: A Safe Public Transportation Environment for Women and Girls, found that 78% of women surveyed in Karachi reported being harassed on public transport at least once over the preceding year. Alternatives to public transportation are also inaccessible for many commuters. In the markets we serve, such as Egypt, taxi companies and other ridesharing companies generally cater to wealthier customers. While more convenient and safer than public transportation, high prices (even with discounts and promotions) may put these services out of reach for many commuters. Our business strategy is to create new options for mass-transit by occupying the space between traditional public transportation and expensive private options to attract ridership to our platform: ● Reliability: In some of our markets, it is common for public buses to wait at stops until buses are full, resulting in unpredictable scheduling and long delays. Because our vehicles operate through a booking system, drivers know exactly how many passengers will board at a given pre-defined pick-up point and do not wait to collect additional riders. We also gather and analyze large amounts of traffic data in the cities we serve to predict travel conditions, which allows riders to receive estimated pickup and arrival times, as well as track their vehicle in real time. In FY 2025, we maintained an average monthly first station reliability rate of approximately 97.6% (versus 97.2% in FY 2024), meaning that drivers using our platform arrived on-time (i.e., within five minutes of the estimated time) at the first pick-up point of their daily routes approximately 97.6% of the time. ● Convenience: Optimized route planning and scheduling allow us to create and update routes that react to and satisfy rider demand, in contrast to public transportation that operates solely on fixed routes. This means we can ensure that our riders have convenient access to pick-up points. Our application allows riders to make bookings up to five days in advance, and we offer payment by cash, credit card or digital wallet. 41 Table of Contents ● Safety: Safety is an essential part of our value proposition. We recognize that consumers in the markets we serve often feel unsafe on public transportation. We have built our user experience around functionalities designed to increase safety. Our one-passenger-per-seat booking system avoids overcrowding on our vehicles, reducing the likelihood of harassment, assault and theft during rides. Unlike public transportation, the fact that each rider has a unique user account facilitates identification of riders acting improperly, thereby increasing accountability and incentivizing good conduct. Through our application, riders can share their live ride status with others. We also partner with insurance companies to provide in-ride medical insurance to all riders and drivers using our platform in Egypt and maintain dedicated teams to respond to critical incidents. Our driver engagement procedures are also designed to ensure the safety of our riders, including by requiring drivers using our platform to submit recent criminal record checks and drug tests as part of their engagement process. In order to help ensure the health and safety of drivers and riders using our platform during the COVID-19 pandemic, we ran SMS-based campaigns to educate drivers using our platform on heightened safety measures. Further, we have international SOS and incident intervention teams who are on standby during Swvl’s operational hours in select markets to ensure fast response along with the relevant authorities to any road accidents, incidents or disturbances, subsequently, on account of the Portfolio Optimization Program, a security team was built in-house with the same duties and responsibilities in Egypt. ● Comfort: We also differentiate our customer experience on the basis of comfort. Riders are guaranteed a seat, which eliminates crowding and the need to stand during rides. All vehicles must meet specific criteria relating to age, distance traveled, maintenance history and overall condition before being allowed to operate on our platform. ● Value: Our services are priced to be accessible to a large rider base and cheaper than taxis or other ridesharing companies in the markets we serve. Our main source of competition is public transportation. We strive to harness the competitive advantages of our offerings described above to convert users of public transportation into users of our platform. We also compete against taxi companies and traditional private fleet operators. By offering comfortable, reliable and safe rides at an accessible price point, our offerings aim to attract users of single-rider services by offering a lower-cost alternative that offers a better rider experience than public transportation. In the markets we serve, the mass-transit ridesharing industry is a relatively new phenomenon, and as a result there are a small but growing number of businesses that offer services equivalent to ours. Examples of such businesses include Via, Flixbus and Shuttl. We believe that the technology powering our offerings (please see the section entitled “Our Technology” below), as well as our early entry into the mass-transit ridesharing space (and the network effects that such early entry enables), have allowed and will allow us to scale our business efficiently, in turn enabling us to create and maintain a strong competitive position in the markets in which we operate. In addition to our B2C business, we have expanded our market opportunity by targeting corporate clients through our Swvl Business (TaaS) offerings. We believe Swvl Business products offer a comprehensive solution to the inefficiencies that commonly affect businesses (as well as schools and municipalities) operating commute and travel programs for their employees (and students). Many companies rely on large vehicle fleets to compensate for unoptimized and rigid routing. Poor fleet utilization - such as using large buses to accommodate a relatively small number of passengers - drives up per-rider costs. Traditional dispatching infrastructure and the associated administrative burdens, including manual data collection, invoice reconciliation and inconsistencies in records, contribute to costly and time-consuming process management. With our TaaS and SaaS offerings, we compete with other ridesharing companies, such as Via. We also believe the diversity of our offerings is a key competitive advantage. Whereas other companies in the ridesharing industry focus on one or two product categories (such as intracity and intercity B2C offerings), our offerings include both B2C and B2B offerings, which provide our business with multiple avenues for growth. Product Information We deliver tech-enabled transit solutions that aim to redefine mobility by providing reliable, scalable, and efficient transit options for individuals, enterprises, and governments. Our services goal is to address the unique challenges of mass transit across diverse markets and geographies, focusing on enhancing affordability, convenience, and operational efficiency. 42 Table of Contents Our mobility solutions are built on a foundation of proprietary technology, which powers a suite of interconnected products that, in turn, enable our diverse service offerings. Our technology stack, including smart routing algorithms, real-time monitoring systems, compliance automation, and fleet optimization tools form the backbone of our platform, ensuring efficiency, reliability, and scalability. These core technologies integrate seamlessly into our Rider Application, Captain Application, and Swvl Cloud Platform (the “Rider App”, “Captain App” and “Swvl Cloud Platform”, respectively), each designed to optimize different aspects of the transit experience. By bringing these products together, we deliver a range of mobility solutions tailored for individuals, businesses, and governments. Platform Ecosystem Our platform integrates a suite of interconnected tools and applications, delivering end-to-end transit solutions for riders, captains, and enterprises. Our ecosystem is designed to address varying user needs while maintaining scalability and simplicity. Rider App Our Rider App empowers users with a seamless and intuitive interface to book, manage, and track their rides. With features like real-time tracking, users can monitor vehicle locations, estimated arrival times, and trip progress, ensuring transparency and reliability. Riders can share their trips with friends and family, choose private rides for personalized travel, and enjoy the convenience of direct billing for corporate clients. The Rider App’s reservation management tools allow users to adjust trip details or cancel bookings effortlessly. Additionally, riders benefit from 24/7 customer support, enabling quick issue resolution and fostering trust in the service. The Rider App is a cornerstone of our mission to simplify and enhance the daily transit experience for individuals and organizations alike. Captain App The Captain App equips our drivers (which are also referred to as captains) with tools to manage trips effectively and provide exceptional service. From trip scheduling and performance insights to rider check-in and check-out systems, the Captain App ensures operational efficiency while maintaining a high standard of service. Captains can monitor their earnings transparently, access a multilingual help center, and leverage guided onboarding processes to get started quickly. With features tailored to simplify daily tasks, such as route optimization and trip history review, the Captain App fosters professionalism and reliability, ensuring that our network of captains is both scalable and high-performing. 43 Table of Contents Unified Swvl Cloud Platform At the heart of our ecosystem is the Swvl Cloud Platform, a unified product that powers all internal and external personas, including riders, captains, businesses, and suppliers. This platform combines the functionalities of operational tools, such as dashboards and reporting systems, with scalable infrastructure to create a seamless transit management experience. The Swvl Cloud Platform includes: ● real-time operational monitoring, enabling users to track fleet performance, service disruptions, and trip metrics instantly. ● smart routing and resource allocation systems, which adapt to demand fluctuations and ensure operational efficiency. ● integrated compliance tracking, which automates the management of regulatory and safety requirements for fleets, drivers, and suppliers. ● comprehensive financial reporting, offering insights into costs, savings, and revenue generation to support data-driven decisions. The Swvl Cloud Platform’s functionality is underpinned by our in-house Identity and Access Management system, which dynamically manages user permissions while maintaining data scoping and personally identifiable information safeguards. This ensures secure, personalized access for all users and enhances the platform’s adaptability across diverse use cases. Proprietary Technology Our proprietary technologies drive operational excellence, address transit inefficiencies, and enhance user satisfaction. These systems are tailored to meet the needs of diverse transit models, ensuring both flexibility and reliability. Routing Technologies We employ a range of smart routing systems designed to optimize transit operations: ● Routimizer (Fixed Routing): For public transit, Routimizer predicts demand using historical data and customer search trends. By segmenting cities into hexagonal grids, it identifies the shortest and most efficient routes, accounting for traffic and other variables. ● Oracle (Corporate Commutes): For corporate transportation, Oracle uses advanced optimization algorithms to design cost-effective routes that align with known demand. ● Roudyna (“Dynamic Routing”): For first- and last-mile connectivity, Roudyna introduces dynamic virtual stops, eliminating long walks to transit points and enhancing accessibility for riders. These routing technologies are supported by Ratimator, our proprietary Estimated Time of Arrival model, which ensures accurate arrival time predictions, fostering trust and reliability in transit services. Supply Planning Our Supply Assignment Problem Solver (“SAP Solver”) addresses vehicle underutilization and ensures optimal fleet performance. By analyzing factors like vehicle capacity, captain availability, and demand schedules, the SAP Solver dynamically reallocates resources to high-demand areas, reducing idle time and increasing operational efficiency. Compliance and Safety Management We prioritize compliance and safety with rigorous standards, such as: ● no-overcrowding policies which ensure that every passenger has a guaranteed seat; ● comprehensive captain vetting, including regular drug testing, which upholds service reliability and safety; and ● in-house document management systems that automate compliance tracking and audits, which ensures that all vehicles and suppliers comply with our standards. 44 Table of Contents Rider Feedback and Support We continuously improve our services by integrating rider feedback into operational workflows. Passengers rate their experiences through the platform, allowing us to identify and address service gaps proactively. Operators gain insights through real-time monitoring on our Admin Dashboard, and passengers have access to 24/7 customer support for a seamless experience. Product Roadmap Our product roadmap is centered on financial and operational excellence, superior customer experience, and future-proof technology. Our focus will be on enhancing the Rider App, Captain App, and Mobility Platform to deliver a seamless, efficient, and scalable transit experience. We are planning to introduce value-added services, such as premium ride subscriptions, corporate mobility solutions, and white-label transit offerings, to drive cross-sell and upsell opportunities, which can potentially unlock new revenue streams while strengthening customer engagement. At the same time, we are investing time in AI-driven optimizations to improve routing, demand forecasting, operational efficiency and customer support. Additionally, we will explore sustainable mobility initiatives, such as electric and hybrid fleet solutions and carbon offset reporting to enhance environmental impact while expanding market reach. Underpinning this growth is our commitment to a scalable, reliable tech stack, ensuring seamless operations, compliance, and adaptability for future expansion into new markets. Our Vision and Evolution We are aiming to redefine mobility by creating seamless, efficient, and accessible transit solutions that cater to individuals, businesses, and governments. What began as a solution for daily commuting, is transforming into a technology-driven platform, integrating smart routing, AI-powered optimization, and scalable infrastructure to address the evolving needs of urban and inter-city transit. Our commitment to innovation and operational excellence has allowed us to bridge gaps in traditional transportation, offering a more reliable and cost-effective alternative to existing mobility options. As we continue to scale, our vision extends beyond just moving people -we aim to shape the future of smart mobility by expanding our global footprint, enhancing sustainability efforts, and leveraging proprietary technology to drive efficiency and accessibility. Our Impact Our product and technology innovations are at the core of our impact, enabling us to create safer, more inclusive, and more sustainable mobility solutions. By leveraging proprietary routing algorithms, real-time monitoring, and fleet optimization tools, we ensure that transportation is efficient, accessible, and affordable. Our platform provides dedicated seating, eliminating overcrowding, and implementing robust safety features such as trained captains and direct hotline support, in an effort to increase the quality of transportation for our users. At the same time, our smart-routing technology reduces congestion, cutting CO₂ emissions, and we are also continuously working to adopt electric vehicles to accelerate the transition to a greener, more sustainable urban mobility ecosystem. Beyond enhancing mobility for riders, our technology also creates financial independence and career growth opportunities for our captains. Our fleet optimization tools maximize captain earnings, while our leasing program provides affordable financing options, allowing captains to own and operate their own vehicles. This tech-driven approach ensures that transportation is not just a service but an engine for economic empowerment. By integrating advanced AI, data-driven decision-making, and scalable digital infrastructure, we are redefining mobility at scale, aiming to create a future where public transit is safer, more reliable, and sustainable for all. Growth Strategy On June 3, 2025, we announced that we signed our first SaaS contract in the UK, marking our entry into the European market. On January 27, 2026, we announced the launch of our operations in Kuwait through, marking our regional expansion strategy in the GCC markets. To date, we have secured 1 new customers in the UK and 2 new customers in Kuwait. ​ 45 Table of Contents Expansion in the U.S. and other GCC Countries We intend to expand our services into the U.S., with a goal of capturing an enormous opportunity that exists in these developed markets -applying a bespoke approach in each country to ensure a successful rollout. We believe that these developed markets are more attractive for our services, given that these markets (i) have larger addressable Taas/SasS mass transit markets, (ii) higher prices can be charged for the same offering when compared to developing markets which results in higher margins, and (iii) their public transport systems function efficiently, yet still have the potential efficiency improvements. In addition, in developed markets, sustainability is seen as important, and reducing the carbon footprint of transport is a significant factor in decision making. In that regard, governments may provide subsidies for transport initiatives since Taas/SaaS mass transit solutions can potentially help address labor shortages by expanding employee catchment areas. Our go-to-market strategy for the U.S. includes (i) target expansion in large cities (such as Texas and Chicago), (ii) hire personnel with industry knowledge and existing network for the sales teams, (iii) target contracts that do not demand requests for proposal and proactively reach out to customers directly. Our go-to-market strategy for GCC countries include (i) leveraging our existing client base in Egypt, KSA, and Kuwait to cross-sell (ii) employing the same sales strategy in place in current markets to those new markets, given proximity of culture, time zone and market similarity, these countries will be relatively cheaper for us to expand into. ● Geographic Expansion: We aim to become the pre-eminent mass-transit provider in emerging and developed markets. Our growth strategy is to identify opportunities for market entry in countries and cities where we can leverage the competitive advantages of our technology and platform. We examine factors such as total addressable market size and average fare per trip to assess whether expansion offers a viable path to profitability. We also review the quality of existing public transportation infrastructure to assess ease of market penetration and convertibility of public transportation users to our platform. Other considerations, such as ease and cost of doing business, as well as political stability, also factor into our expansion planning. We follow a standardized plan for market entry, premised on rapid commencement of operations and building scale across similar socio-economic blocks and regions. ● Continued Innovation: We are consistently working to improve our proprietary technology. As our optimization of demand prediction, routing and pricing improves, our user base, utilization rates and customer experience are expected to improve. ● Category Expansion: We frequently consider how our core assets - our technology, access to a large vehicle fleet and customer base - can be leveraged to generate new streams of revenue while minimizing incremental R&D costs. Marketing Our marketing strategy is designed to accelerate growth by targeting high-potential segments through precise ideal customer profile identification and delivering tailored, use case-driven content that demonstrates the value and impact of our solutions. We prioritize product marketing and client education to ensure seamless onboarding and to drive long-term customer success and retention. Our approach integrates account-based marketing, enabling us to develop personalized campaigns that engage key decision-makers within strategic accounts. These campaigns are supported by long-form content, such as in-depth case studies, that showcase real-world success stories and highlight specific use cases relevant to each vertical. To generate a consistent pipeline of qualified leads, we deploy a comprehensive inbound and outbound marketing strategy. This includes the creation of optimized landing pages for lead generation, designed to capture and convert high-intent prospects through gated content, webinars, and exclusive offers. We try to amplify our thought leadership and brand authority through strategic public relations initiatives, positioning our leadership as industry experts and leveraging earned media to build trust and credibility in both existing and new markets. Intellectual Property The protection of our technology, including as described above under “Our Technology”, and other intellectual property is an important aspect of our business. We seek to protect our intellectual property through trademark and copyright laws as well as confidentiality agreements, other contractual commitments and security procedures. We enter into confidentiality and intellectual property assignment agreements with certain employees to control access to, and clarify ownership of, our technology and other proprietary information. We regularly review our technology development efforts and branding strategy to identify and assess options for protection of new intellectual property. 46 Table of Contents Intellectual property laws, contractual commitments and security and technical procedures provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Further, intellectual property laws vary from country to country, and we are in the process of transferring our intellectual property from Egypt to other jurisdictions in which we operate. Therefore, in other jurisdictions, we may be unable to adequately protect certain rights in our proprietary technology, brands, or other intellectual property from use by unauthorized entities or individuals. Please see the section entitled “Item 3D. Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl.” Failure to protect or enforce our intellectual property rights could harm our business, financial condition and operating results.” Data Protection and Privacy We have made commitments to protect and respect the personal data and privacy of all our external users. Our business depends on the collection, storage, transmission, use and processing of personal data of our users’ and other sensitive information. As a result, our ability to protect such data and comply with the numerous laws, rules and regulations related to the collection, storage, transmission, use and other processing of such data is integral to our operations. We are in the process of developing systems and processes that are designed to protect users’ data, prevent data loss and prevent other privacy or security breaches. These measures, however, cannot guarantee security and may not be effective against all cyberattacks or breaches. For example, in July 2020, by exploiting a breach in certain third-party software used by us, unauthorized parties gained access to a our database containing personal data of its riders. While such breach has not had a material impact on our business or operations and we have since implemented measures to prevent a similar data breach, unauthorized parties may further exploit the breached information and may in the future gain access to our systems or facilities through various other means. We are also obligated to comply with all applicable laws, regulations and other obligations relating to privacy, data protection and information security. These laws, rules and regulations evolve frequently and their scope may continually change, through new legislation, amendments to existing legislation and changes in enforcement, and may be inconsistent from one jurisdiction to another and may conflict with each other. Nevertheless, we maintain and provide our users with a copy of our privacy policy, which is intended to succinctly describe the type of information we collect and how we use such information (including restrictions on disclosure and sharing of such information), as well as our security policies and procedures. We periodically update our privacy policy to reflect changes required by law or changes in the way we intend to collect or use information. For more information on the risks related to data protection, data security and privacy as they relate to our business, please see the section entitled “Item 3D. Risk Factors.” Insurance We maintain insurance policies with global insurance providers to provide in-ride medical coverage to all riders and drivers in our Egypt market. We also provide comprehensive health and life insurance to employees in Egypt, Saudi Arabia and the UAE. We also provide directors’ and officers’ insurance for the Board. We are currently in the process of obtaining other forms of insurance, such as general business liabilities.(Please see the section entitled “Item 3D. Risk Factors-Risks Related to Operational Factors Affecting Swvl.) We have not historically maintained insurance coverage for its operations. We may not be able to mitigate the risks facing its business and could incur significant uninsured losses, which could adversely affect its business, financial condition and operating results. Government Regulation We are subject to a wide variety of laws and regulations in the jurisdictions in which we operate. The ridesharing industry and our business model are relatively nascent and rapidly evolving. New laws and regulations and changes to existing laws and regulations continue to be adopted, implemented and interpreted in response to our industry and related technologies. We strive to comply with all laws and regulations applicable to our operations, and believe that we are in compliance with such laws and regulations in all material respects, other than as described below. ​ 47 Table of Contents While we are not aware of any material limitations on foreign investment in the jurisdictions in which we operate, we are required to comply with certain regulations related to such investment. In particular, in Jordan, non-Jordanian investors are restricted from wholly owning any project or business venture that involves certain trade, construction or services activities. While we do not intend to engage in any such activities in Jordan, the organizational documents of the entity that currently conducts our operations in Jordan erroneously includes certain restricted activities as potential objectives of such entity. Prior to the Portfolio Optimization Program (Phase 2), such entity was in the process of amending its organizational documents such that we will be permitted to acquire and hold all of the equity thereof. As part of the aforementioned Program, we ceased operations in Jordan. In addition, in the UAE, foreign investors are required to operate via an onshore licensed entity or an onshore branch of a foreign or free zone entity. We have established such an onshore branch and have obtained the requisite licenses and approvals for such branch’s operations. We may become subject to additional limitations and regulations as we expands our operations in the jurisdictions in which we operate and into new jurisdictions, and such limitations and regulations may impair our ability to operate effectively in such jurisdictions. In Egypt, we are subject to Law No. 87 of 2018 and the Executive Regulation by Presidential Decree No. 2180 of 2019 (collectively, “Egyptian Ridesharing Laws”). Pursuant to such Egyptian Ridesharing Laws, we, as well as any other land transport service company in Egypt that utilizes information technology, are required to obtain a license issued by Egypt’s Land Transport Regulatory Authority (the “Egyptian LTRA”). While companies were required under the Egyptian Ridesharing Laws to obtain such licenses by December 12, 2018, the Egyptian LTRA was not established until June 11, 2019, On December 12, 2019, we submitted an application to the Egyptian LTRA, seeking the required license. In May 2023, we received the first license issued by the Egyptian LTRA under Law No. 87 of 2018, and have since been in full compliance with the Egyptian Ridesharing Laws. The license remains valid through May 2028, subject to remaining compliant with all license requirements. We are also subject to a number of laws and regulations specifically governing the internet and mobile devices that are constantly evolving. Existing and future laws and regulations, or changes thereto, may impede the growth and availability of the internet and online offerings, require us to change our business practices or raise compliance costs or other costs of doing business. These laws and regulations, which continue to evolve, cover taxation, privacy and data protection, pricing, copyrights, distribution, mobile and other communications, to our offerings and the characteristics and quality of online offerings, among other things. We are subject to the U.K. GDPR and as we further expan our operations in the EU, could become subject to the GDPR. The UK GDPR and the GDPR regulate the collection, control, sharing, disclosure, use and other processing of personal data and imposes stringent data protection requirements and significant penalties, and the risk of civil litigation, for noncompliance. The GDPR and U.K.GDPR have resulted in and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU or UK. We are subject to these costs and burdens under the U.K. GDPR to ensure that our operations are compliant. In addition to these laws and regulations that apply specifically to the mass-transit ridesharing industry, related technology, the internet and related regulations, our business operations are subject to other broadly applicable laws and regulations governing such issues as labor and employment, anti-discrimination, worker confidentiality obligations, consumer protection, taxation, competition, unionizing and collective action, background checks, anti-corruption, anti-bribery, import and export restrictions, environmental protection, sustainability, trade and economic sanctions, foreign ownership and investment and foreign exchange controls. Please see the section entitled “Item 3D. Risk Factors - Risks Related to Regulatory, Legal and Tax Factors Affecting us.” We are subject to various laws relating to anti-corruption, anti-bribery, anti-money laundering, and countering the financing of terrorism and has operations in certain countries known to experience high levels of corruption. We have not implemented, or have only recently implemented, certain policies and procedures for the operation of our business and compliance with applicable laws and regulations, including policies with respect to anti-bribery and anti-corruption matters and cyber protection. As we continue to expand our platform offerings and user base, we may become subject to additional laws and regulations, which may differ or conflict from one jurisdiction to another. Please see the section entitled “Item 3D. Risk Factors - Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl”. As we expand our offerings, we may become subject to additional laws and regulations, and any actual or perceived failure by us to comply with such laws and regulations or manage the increased costs associated with such laws and regulations could adversely affect our business, financial condition, and operating results. 48 Table of Contents C. Organizational Structure We are a BVI business company incorporated under the laws of the BVI. We have thirteen wholly-owned subsidiaries, three beneficially owned subsidiaries and one majority-owned subsidiaries. Our wholly owned subsidiaries are: Swvl Inc., a BVI business company incorporated under the laws of the BVI; Swvl Holdco Corp., a BVI business company incorporated under the laws of the BVI; Swvl Group Corp., a BVI business company incorporated under the laws of the BVI; Pivotal Merger Sub Company I, a Cayman Islands exempted company with limited liability; SWVL NBO Limited, a private limited company organized under the laws of Kenya; SWVL Saudi for Information Technology, a single person limited liability company organized under the laws of Saudi Arabia; Swvl Technologies Limited, a private limited company organized under the laws of Kenya; Swvl Mobility Solutions Corp., a Nevada corporation; Swvl MY For Information Technology SDN BHD, a company limited by shares organized under the laws of Malaysia; Swvl For Smart Transport Applications and Services LLC, a limited liability company organized under the laws of Egypt; Swvl Germany GmbH and its direct subsidiary Door2Door GmBH, which are both limited liability companies organized under the laws of Germany. We also beneficially own: Smart Mobility Solutions for Transportation Services, a single person limited liability company organized under the laws of Saudi Arabia; Swvl for Mobility Solutions FZE, a limited liability company organized under the laws of Dubai; and Smart Way Transportation LLC, a single person limited liability company organized under the laws of Jordan. In certain cases, the Group is required to have a resident as one of the shareholders besides the Parent Company to comply with local laws and regulations. However, in such cases, the Group continues to remain the economic beneficiary of the shareholding held by such resident shareholder and therefore is said to have a “beneficial ownership” of such legal entity. We also own a 55% stake in Viapool Inc., which is a Delaware incorporated entity. Viapool Inc. fully owns: Movilidad Digital S.A.S., Viapool SRL, Viapool SPA which are organized under the laws of Argentina, and Swvl Brasil Tecnologica LTDA, a company organized under the laws of Brazil. ​ D. Property, Plants and Equipment We lease approximately 13,391 square feet of office space for our corporate headquarters, located at the Offices 4 at One Central, Dubai World Trade Center, Dubai, UAE, and approximately 2,055 square feet of office space for our regional headquarters, located at 7451,2215 Al Ulaya, Riyadh, Saudi Arabia. Our existing headquarters lease in Dubai, UAE, which expired on September 14, 2024, was extend to December 31, 2026, including in connection with an office expansion plan for our headquarters. Our existing headquarters lease in Riyadh, Saudi Arabia are leased annually and can be renewed at our discretion. Our monthly rent payment for both of our offices in Dubai and Riyadh is approximately $56,562. During 2025, we subleased approximately 10,417 square feet of our office space in Dubai while keeping the remaining office space for Swvl’s use.