MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS A. Operating Results. The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the FY described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our financial statements and the related notes included elsewhere in this Annual Report. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including those identified in “Cautionary Note Regarding Forward-Looking Statements” and under “Risk Factors” elsewhere in this Annual Report. Our discussion and analysis for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in our annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on April 2, 2025. We report financial information under IFRS, as issued by the IASB and related interpretations issued by the IFRS Interpretations Committee. None of the financial statements were prepared in accordance with U.S. GAAP. 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. Factors Affecting Our Business and Results of Operations We believe that our future performance and success depend to a substantial extent on the following factors, each of which is in turn subject to significant risks and challenges, including those discussed below and in the section of this Annual Report entitled “Item 3D. Risk Factors.” Our ability to cost-effectively retain and increase the number of riders or employees of our corporate customers who use our platform, and increase our share of their transportation spend. We grow our business by attracting new riders to our platform (i.e., unique users taking their first ride with Swvl) and increasing their usage of our platform over time. As a result, the number of riders on our platform and their utilization of our offerings are the key drivers of our B2C business. Our ability to cost-effectively attract new riders and retain and increase the use of our platform by existing riders is critical to scaling our business. More riders accessing offerings on our platform and greater utilization drive increased revenue and profitability. We seek to increase both the number of riders on our platform and the usage of our platform through product innovation, improved user experience, and additional offerings. While we anticipate this increasing level of investment will drive growth through word-of-mouth referrals, we also continue to invest in brand and growth marketing, as well as the use of paid marketing initiatives, rider and driver incentives and marketing partnerships with third parties in an effort to attract new riders to our platform and to enhance rider utilization (calculated as Total Bookings divided by Total Available Seats, over the period of measurement). Once riders start using Swvl, we seek to provide a quality experience and a diverse offering of routes and products to accommodate different transportation use cases in order to retain riders and encourage repeat usage. 50 Table of Contents We also grow our business by attracting new companies to our B2B offering and increasing their usage over time. As a result, the number of corporates with us and their size (i.e how many seats they require over a period of measurement) are the key drivers of our B2B business. If we fail to continue to attract riders to our platform and grow our rider base from individuals and corporations, expand riders’ usage of our platform over time or increase our share of riders’ transportation spend, our results of operations would be harmed. Our ability to cost-effectively attract and retain drivers to use our platform, or to increase utilization of our platform by existing drivers. Growing the number of drivers enables us to increase the number of routes on our network, thereby increasing the aggregate earnings potential for drivers and third-party vehicle operators while simultaneously improving access and availability for riders. Our ability to maintain and grow our driver base and increase driver utilization of our platform depends in part on our ability to continue to deliver meaningful earning opportunities for drivers and third-party vehicle operators who use our platform, as well as our ability to provide a seamless user experience for drivers that incentivizes continued use of our platform. We therefore continue to invest in developing technology that is intended to not only allow drivers and vehicle operators to maximize earnings while using our platform, but also improves the day-to-day experience for those drivers. For instance, we believe our development of route optimization technology provides a key incentive for drivers and third-party vehicle operators to use our platform. By optimizing our plans, cross-dispatching across B2C and B2B routes and reducing the amount of time drivers spend moving between routes (as well as assigning routes so that drivers complete their route plans near their homes), we are able to increase the number of drivable routes per day and increase drivers’ and vehicle operators’ earnings. We believe this has contributed to our strong rates of driver retention. Additionally, maintaining and continuing to grow our base of drivers is critical to delivering a quality experience on our platform. The more dedicated and able drivers that decide to use our platform, the more routes and rides we are able to provide. We also believe this allows us to maintain high quality service and low wait times. Our incentive programs to attract qualified drivers include bonus payments and other incentives to high-performing drivers and vehicle operators. Our ability to grow and retain drivers is linked to our ability to maintain and increase the number of riders on our platform. We believe that the more riders we have on our platform, the easier it can be to maintain and attract new drivers to our platform. If we fail to continue to attract drivers to our platform and grow the number of routes we offer, riders’ usage of our platform may decrease and our results of operations would be harmed. In addition, when we enter a new market, we typically need to make significant upfront investments to drive sufficient scale of drivers in order to establish a functioning marketplace for our riders, which could adversely affect our results of operations in the periods in which such investments are made and delay our efforts to achieve profitability. Our ability to successfully develop new offerings on our platform and enhance our existing offerings. As part of our business, we consider how our core assets - our technology, access to a large vehicle fleet and our customer base - can be leveraged to generate new streams of revenue while minimizing incremental costs. For example, we initially launched with our core B2C offering, through which we connect riders using our platform to a network of minibuses and other vehicles that operate on fixed and semi-fixed routes within and between the cities we serve. We have since expanded our B2C offerings to allow riders to book and take intercity, long-distance trips. We have also diversified our revenues beyond B2C offerings with our TaaS enterprise products, which are marketed as Swvl Business and which have historically been higher-margin products. 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 R&D costs on our business. We currently intend to expand our Swvl Business offerings with SaaS in 2026. Our SaaS offerings are expected to be 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. We currently intend for our basic offerings to 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 currently intend to provide the use of our network optimization and Dynamic Routing technologies, 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 currently plan to offer consulting and reporting services. We use a tiered cost-plus pricing model for our SaaS products, which we expect will allow us to enhance our margins. 51 Table of Contents Our ability to invest effectively in technology and research and development and to successfully integrate them into our business. Our technology is a critical component of our business proposition. Our ability to provide a seamless experience for our riders and drivers, to effectively predict rider demand, to create efficient, high-utilization route plans and to price our offerings accordingly depends on ongoing innovation and the effectiveness of our data analysis, modeling and algorithms. As a result, we have made, and will continue to make, significant investments in research and development and technology in an effort to improve our platform and to attract and retain drivers and riders, expand the capabilities and scope of our offerings, and enhance our customer experience. We review and target our research and development activities on an ongoing basis based on the needs of our business. We believe that continued optimization of demand prediction, routing and pricing can improve our user base, utilization rates and customer experience, which we believe in turn can reduce inefficiency costs and improve our margins. Our engineers and data scientists are critical to the success of our business and we will continue to invest in these areas. In addition, we will continue to dedicate significant resources to research and development efforts, focusing on continuing to improve our proprietary technology and developing innovative applications. Our ability to operate in distinct geographic markets and our ability to expand into new markets. Our capacity for continued growth and ability to achieve and maintain profitability depends in part on our ability to operate and compete effectively in different geographic markets. Each market is subject to distinct competitive and operational dynamics. These include our ability to offer more attractive transportation offerings than alternative options, our ability to efficiently attract and retain drivers and riders, ride length and the number of routes available on our platform, all of which affect our sales, results of operations and key business metrics. As a result, we may experience fluctuations in our results of operations due to the changing dynamics in the geographic markets where we operate. Since our founding, we have been able to expand into new geographies and markets. Since 2017, we expanded our operations to 115 cities, however, on account of the Portfolio Optimization Program, certain entities were discontinued and we currently operate in Egypt, KSA, UAE and recently in Kuwait and the UK. Our ability to compete effectively. We operate in a competitive market and must continue to compete effectively in order to grow, improve our results of operations and achieve and maintain long-term profitability. Our principal source of competition is public transportation. We strive to harness the competitive advantages of our offerings to convert users of public transportation into users of our platform. We also compete against taxi companies and traditional ridesharing platforms, such as Uber. By offering comfortable, reliable and safe rides at an accessible price point, our offerings aim to attract users of these single-rider services by offering a lower-cost alternative that offers a better rider experience than public transportation. We believe we have differentiated our business from these competitors by building a diverse set of offerings on a transportation network at scale, while upholding our culture and values and creating a brand that embodies a commitment to exceptional offerings and social responsibility. However, we must continue to respond to competitive pressures. Consequently, we intend to keep investing in our platform to attract and retain drivers and riders, and respond to shifts in competitors’ pricing levels, revenue models or business practices. If we are not able to compete effectively with our competitors, including our main competition of public transportation, our results of operations will be harmed. 52 Table of Contents Our ability to maintain and continue developing our reputation and to promote brand awareness and to optimize driver and rider incentives. We believe that maintaining and enhancing our reputation and brand is critical to our ability to attract and retain employees and platform users. A core component of our marketing strategy involves focusing on expanding ridership in existing markets while rapidly accelerating brand awareness in new territories. We utilize a multi-channel approach, built on a foundation of digital marketing, to develop awareness of our offerings and expand our user base. We use a digital-focused marketing approach because we believe it offers the most effective means of accessing our target demographics in a cost-effective manner. Our advertising is conducted primarily through social media campaigns and placed web advertisements. We also rely on search engine optimization and application marketplace optimization tools to build and maintain the prominence of our brand. In new markets, we also advertise our offerings through offline advertising, such as billboards and events at public venues (such as shopping malls) where we may host promotional events, giveaways and conduct in-person account activations. We also seek to develop and maintain partnerships with other businesses, such as telecom companies, that allow us to deploy promotions and incentives to the customers of such businesses. We monitor the effectiveness of our marketing spend via several metrics, including customer acquisition cost. We offer various incentives from time to time, such as promotions for new riders and discounts for bulk purchases or specific trips. We also operate a referral program that offers incentives for riders to refer new users. The impact of uncertainties with respect to government laws, policies and regulations in the markets in which we operate. We are subject to a wide variety of laws in the jurisdictions in which we operate. The ridesharing industry and our business model are relatively nascent and rapidly evolving. Regulations have impacted or could impact, among others, the nature of and scope of offerings we are able to make available through our platform, the pricing of offerings on our platform, our relationship with, and incentives, fees and commissions provided to or charged from, drivers, incentives provided to riders, our ability to operate in certain segments of our business, our ownership percentage in operating entities that may be subject to foreign ownership restrictions and insurance we are required to maintain. For example, in Egypt we are subject to licensing and other requirements under Law No. 87 of 2018 and the Executive Regulation by Presidential Decree No. 2180 of 2019, which regulate ridesharing companies such as ours. We have also previously entered into agreements with the Egyptian Competition Authority in relation to the regulation of pricing and offerings in our industry. We expect that our ability to manage our relationships with regulators in each of our markets, as well as existing and evolving regulations, will continue to impact our results in the future. Due to the nascent and uncertain state of the legal frameworks governing the ridesharing industry in the jurisdictions in which we operate, we have not obtained all of the required licenses and permits for certain cities where we operate; however, we are continuously making efforts to obtain such licenses and permits. (Please see the section entitled “Item 3.D. Risk Factors- Risks Related to Regulatory, Legal and Tax Factors Affecting Swvl.) Uncertainties with respect to the legal systems in the jurisdictions in which we operate, including changes in laws and the adoption and interpretation of new laws and regulations, could adversely affect Swvl’s business, financial condition and operating results. We are also subject to a number of laws and regulations specifically governing the internet and mobile devices, and these laws and regulations 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. In particular, if we expand our operations internationally, we expect to become subject to GDPR, which regulates 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 litigation or other action, for noncompliance. The GDPR has resulted in and will continue to result in significantly greater compliance burdens and costs for companies with users and operations in the EU. As we expand our business internationally, we will become subject to these costs and burdens in an effort to comply with GDPR. In FY 2025, we expanded our operations into the UK market, and thus we are subject to U.K. GDPR and the related costs and burdens to remain compliant. The impact of uncertainties with respect to our B2B offering prices We enter into annual contracts with our corporate customers offering, and whilst we employ a proprietary machine learning model to dynamically set pricing for rides and maximize per-vehicle revenue, akin to the models used in the airline industry, due to the long term nature of our contracts being 12 months, we are subject to changes in market conditions and currency devaluations that can expose us to translation risk. Therefore, our contracts are renewed on an annual basis and upon renewal, factors such as current market prices, currency and inflation are taken into account to ensure that our contracts are net present value positive and provide the highest possible margins throughout its tenure. Further, certain components in our contracts contain variable prices to hedge against possible price increases. 53 Table of Contents The impact of seasonality within certain sectors in our B2B offerings 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. The impact of seasonality within certain sectors in our B2C offerings We are also subject to seasonality in our B2C offerings, for example, B2C revenues have higher activity during the summer months, which are between July and September, also, for the times where there is national holidays, while B2C activities might get impacted, not significantly, by national holidays or summer months, according to the fact that a good percentage of our individual customer base is university students and the daily work commuters. Components of Results of Operations Revenue Our revenue consists of two components: (i) a B2C component, representing the gross amount of fares charged to end-users of our platform, not including reductions of end-user discounts and promotions, sales refunds, uncollected cash and Sales waivers (as defined below); and (ii) a B2B component representing contractual smart transportation services for our corporate customer’s employees through ourapplication, which is referred to as TaaS and SaaS, which enables corporate customers to manage their own fleets more efficiently. For further details on our revenue recognition, please see the Revenue details in the subsection “Critical Accounting Estimates” in this Annual Report. Cost of Sales Our cost of sales consists of costs directly related to delivering transportation services, which include payments to captains for operating our routes (net of any deductions, including any amount charged to captains on account of breach of terms of service), bonuses payable to captains, tolls and fines paid by Swvl. Our cost of sales does not include any depreciation or amortization expenses. Our depreciation and amortization expenses are almost exclusively attributable to non-revenue generating activities, including depreciation of our facilities and equipment which support our back-office operations and depreciation of right-of-use assets associated with corporate leases. General and Administrative Expenses Our general and administrative expenses primarily consist of personnel-related compensation costs including employee share scheme charges, professional services fees, technology costs, office costs, travel costs, depreciation, insurance, rent, bank fees, foreign exchange losses/gains, utilities, communication and other corporate costs. Our general and administrative expenses are expensed as incurred. Sales and Marketing Expenses Our sales and marketing expenses primarily consist of growth marketing expenses, offline marketing expenses, personnel compensation expenses and the costs of credits offered to riders for referring new riders. Our sales and marketing costs are expensed as incurred. Charge for provision for expected credit losses Our provision for expected credit losses consists of the provision for expected credit loss against trade and other receivables. Expiration of deferred tax assets Pertains mainly to the expired portion of our deferred tax assets. 54 Table of Contents Other income Our other income consists primarily of recovery of previously written off assets that were not expected to be recovered, or the portion of discounts obtained from creditors on previously recorded liabilities. Finance Income Our finance income consists primarily of dividend income from bank deposits. Finance costs Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities. Gain/(loss) on disposal of subsidiaries This component pertains to the gains and losses from the net book value of subsidiaries disposed of during each year. Change in fair value of financial liabilities Changes in fair value of financial liabilities consist of the change in the fair value of the Group’s earnouts liabilities, and certain warrant liabilities. Change in fair value of deferred purchase price Changes in fair value of deferred purchase price consists of the change in fair value of deferred purchase price resulting from the acquisition of certain subsidiaries by the Group, such as Shotl and Urbvan. Change in fair value of employee share compensation schemes This component consists of the change in fair value of employee share scheme reserve. Income tax (expense)/benefit Income tax (expense)/benefit primarily relates to the deferred tax asset created on tax losses incurred by the Company, which can be set off against future taxable income. We have deferred tax asset balances in Egypt and the UAE as carried forward losses from the early years of operation, planned to be utilized against future taxable income. Loss from the year from discontinued operations The Group has discontinued various operations in select markets on account of a certain portfolio optimization program during FY 2023 onward, resulting in shareholders approving the sale and discontinuation of certain entities. Some of the entities are still under liquidation and are incurring immaterial administrative costs. Impact of foreign currency translation As we have operations in countries with different currencies, foreign currencies have an impact on our results of operations. The main impact of foreign currency fluctuations on us is from the change of value of EGP against the USD. 55 Table of Contents Comparison of the Year Ended December 31, 2025 and 2024 Results of Operations The following selected consolidated financial data are derived from our audited financial statements for FY 2025 and FY 2024 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report entitled “Item 5. Operating and Financial Review and Prospects.” The historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2024 to the fiscal year ended December 31, 2023, see our Annual Report on Form 20-F for FY 2024, which was filed with the SEC on April 2, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ ​ ​ ($million) ​ 2025 ​ ​ ​ 2024 Continued operations ​ ​ ​ ​ ​ ​ ​ ​ Revenue 24.17 ​ 17.21 Cost of sales (19.81) ​ (13.57) Gross profit 4.36 ​ 3.64 General and administrative expenses (6.8) ​ (11.1) Selling and marketing expenses (0.48) ​ (0.12) Charge for provision for expected credit losses (0.59) ​ (0.58) Other provisions — ​ (0.56) Other income ​ 2.98 ​ 0.26 Operating (loss)/ profit (0.49) ​ (8.49) ​ ​ ​ ​ ​ Finance income 0.19 ​ 0.07 Finance costs (0.18) ​ (0.04) Change in fair value of financial liabilities ​ 1.79 ​ (0.56) Change in fair value of deferred purchase price ​ 0.16 ​ (1.87) Change in fair value of employee share scheme reserve — (0.18) Profit/(loss) for the year before tax from continuing operations 1.47 ​ (11.07) Income tax (expense)/benefit (0.16) ​ — Profit/(loss) for the year from continuing operations 1.31 ​ (11.07) ​ ​ ​ ​ ​ Discontinued operations ​ ​ Loss for the year from discontinued operations (0.00) ​ 0.79 Profit/(loss) for the year 1.31 ​ (10.28) ​ ​ ​ ​ ​ Other comprehensive income ​ ​ Exchange difference on translations of foreign operations 0.28 ​ (4.87) Total comprehensive income/(loss) for the year 1.59 ​ (15.15) ​ FY 2025 Compared to FY 2024 Revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ 2025 ​ 2024 ​ % Change Total Revenue ​ $ 24.17 ​ $ 17.21 ​ 40 % Disaggregated by ​ ​ ​ ​ ​ ​ ​ ​ ​ Business to business ​ $ 20.27 ​ $ 12.98 56 % Business to customers ​ $ 3.90 ​ $ 4.23 (8) % ​ We disaggregate revenue by the type of customer served as follows: Revenue from B2C, who are individual customers, and revenue from B2B, which are corporates. Below is the disaggregated revenue information for FY 2025 and FY 2024. 56 Table of Contents B2C revenues for FY 2025 were approximately $3.9 million, a decrease of approximately $0.33 million, or 8%, compared to FY 2024. The decrease in revenue was directly related to the Group's continued strategic focus on higher-margin B2B corporate transportation contracts, resulting in the reduction of certain B2C routes across operating markets. B2B revenues for FY 2025 were approximately $20.27 million, an increase of approximately $7.29 million, or 56%, compared to FY 2024. The increase in revenue was directly related to the expansion of corporate transportation contracts, driven by the onboarding of new enterprise clients in existing markets such as Egypt and KSA, and the Group's geographic expansion into the UAE. Cost of Sales ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ 2025 ​ 2024 ​ % Change Cost of transportation for B2B ​ ​ ​ $ 16.75 ​ ​ ​ $ 10.65 ​ ​ ​ 57 % Cost of transportation for B2C ​ $ 3.06 ​ $ 2.92 5 % Total cost of sales ​ $ 19.81 ​ $ 13.57 46 % ​ Cost of sales for FY 2025 was approximately $19.81 million, an increase of approximately $6.24 million, or 46%, compared to FY 2024. The increase is due to the significant growth in B2B corporate transportation contracts, which drove a 57% increase in B2B transportation costs in line with the expansion of corporate client volumes across existing and newly launched markets. General and Administrative Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024- FY 2025 ($million) ​ ​ ​ 2025 ​ 2024 ​ % Change General and administrative expenses ​ $ 6.8 ​ $ 11.1 (39.3) % ​ General and administrative expenses for FY 2025 were approximately $6.8 million, a decrease of approximately $4.3 million, or 39.3%, compared to FY 2024. This decrease was primarily due to a $3.7 million reduction in staff costs driven by the non-recurrence of RSUs charges and Board bonus provisions recognized in FY 2024. This decrease was further supported by lower technology and insurance costs aligning with our strategy of focusing on profitable operations and cutting costs, as we have taken initiatives to reduce costs and entered into new agreements with suppliers through procurement efforts to reduce our operating costs. Sales and Marketing Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Selling and marketing expenses ​ $ 0.48 ​ $ (0.12) 499 % ​ Our sales and marketing expenses for FY 2025 were approximately $0.48 million, an increase of approximately $0.36 million, or 299%, compared to FY 2024. This increase was primarily driven by the hiring of additional sales personnel to support our business development and client acquisition efforts in the UAE, Kuwait, as well as expanding sales teams in existing markets. Charge for provision for Expected Credit Losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Charge for provision for expected credit losses ​ $ 0.59 ​ $ 0.58 2 % ​ 57 Table of Contents Charge for provision for expected credit losses for FY 2025 was approximately $0.59 million, an increase of approximately $0.01 million, or approximately 2%, compared to FY 2024. This increase was calculated by our expected credit losses model, the charge is mainly related to our B2C business in Egypt. Expiration of deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($ million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ %Change Other provisions ​ $ — ​ $ 0.56 (100) ** Percentage not meaningful Other provisions for FY 2025 were approximately $0 and $0.56 million in FY 2024. These provisions are related to the expiry of certain amounts of our deferred tax assets in Egypt. Other Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Other income $ 2.98 $ 0.17 * ​ Waiver of creditor balances $ — $ 0.09 * ​ ** Percentage not meaningful In FY 2025, other income was approximately $2.98 million, as compared to $0.26 million for FY 2024. The amount in FY 2025 mainly pertains to the recovery of long-outstanding receivables in KSA and Egypt, the expiry of certain warrants related to the Urbvan deferred purchase price on June 30, 2025. Finance Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Finance income ​ $ 0.19 $ 0.07 172 % ​ Finance income for FY 2025 was approximately $0.19 million, as compared to $0.07 million for FY 2024, an increase of $0.12 million, finance income consists primarily of interest income on cash balances in bank, and the main reason for the increase from FY 2024 to FY 2025 is related to maintaining higher average cash balances throughout the year. Finance Cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ​ ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Finance cost ​ $ 0.18 ​ $ 0.04 ​ * % ​ Finance costs in FY 2025 were approximately $0.18 million, as compared to $0.04 million for FY 2024. The increase in finance costs from FY 2024 to FY 2025 was primarily related to higher interest expense on the Group's working capital facility with HSBC, which was secured in Q4 2024 and therefore only outstanding for one quarter in FY 2024 compared to a full year in FY 2025. Gain on disposal of subsidiaries ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ 2025 ​ 2024 ​ % Change Gain on disposal of subsidiaries $ — $ 1.13 (100.00) % 58 Table of Contents ​ During FY 2025, there were no disposals of subsidiaries. Gain on disposal of subsidiaries for FY 2024 relates to the disposal of subsidiaries in the UAE. Change in fair value of financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Changes in fair value of financial liabilities $ 1.79 $ (0.56) 420 % ​ Change in fair value of financial liabilities for FY 2025 was approximately a gain of $1.79 million, compared to a loss of $0.56 million in FY 2024. This gain is mainly on account of the decrease in the Company's share price from $6.2 per share as of December 31, 2024 to $1.9 per share as of December 31, 2025, which reduced the valuation of the Group's derivative warrant liabilities. Change in fair value of deferred purchase price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ​ ($million) ​ 2025 ​ 2024 ​ % Change Change in fair value of deferred purchase price $ 0.16 $ (1.87) 108 % ** Percentage not meaningful Change in fair value of deferred purchase price for FY 2025 was a gain of $0.16 million on account of change in share price, whereas in FY 2024 change was approximately a loss of $1.87 million, on account of change in share price as well. Change in fair value of employee share - based scheme reserve ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ % Change Change in fair value of employee share based scheme reserve $ — ​ $ 0.18 ​ (100) % ​ Change in fair value of employee share-based scheme reserve for FY 2025 was approximately $0, compared to approximately $0.18 million in FY 2024. The charges in FY 2024 were a result of the remeasurement of certain share-based payment awards held at fair value, with no such instruments outstanding in FY 2025. Tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ ​ ​ 2025 ​ 2024 ​ % Change Income tax (expense)/benefit ​ $ (0.16) $ — — % ​ Income tax expense for FY 2025 was $0.16 million, as compared to $0 in FY 2024. This comprises an income tax benefit of $0.08 million recognized in the UAE on account of losses expected to be recoverable from future taxable income periods, offset by a reversal of $0.23 million of deferred tax assets in Egypt following a reassessment of their recoverability. Loss from discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FY 2024 - FY 2025 ($million) ​ 2025 ​ 2024 ​ % Change Loss from discontinued operations $ 0.00 $ 1.46 * ​ 59 Table of Contents In FY 2025, loss from discontinued operations was $1,534. Loss from discontinued operations in FY 2024 was approximately $1.46 million, which pertained to the disposal of our Company in the UAE. Key Performance Indicators and Other Operating Metrics In addition to our annual consolidated financial statements, which are prepared in accordance with IFRS as issued by the IASB, we use certain key performance indicators and other operating metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions. These metrics are not presentations made in accordance with IFRS and should not be considered alternatives to, or more meaningful than, our IFRS financial measures. Our definitions and calculations of these metrics may differ from similarly titled measures used by other companies, and therefore may not be directly comparable. The following metrics are presented for the fiscal year ended December 31, 2025 and, where applicable, comparative prior-year figures. Dollar-Pegged Revenue Dollar-Pegged Revenue represents revenue generated in currencies that are either the U.S. dollar or pegged to the U.S. dollar, pursuant to official exchange rate mechanisms. For the periods presented, this comprises all revenue denominated in currencies other than the Egyptian Pound (EGP), and the Pound Sterling in the United Kingdom. Dollar-Pegged Revenue is calculated as the sum of revenue recognized in U.S. dollar and dollar-pegged currencies during the period, expressed as a percentage of total IFRS revenue from continuing operations. During FY2025, Dollar-Pegged Revenue comprised 33.2% of our total revenue, compared to 23.2% in FY2024. We monitor Dollar-Pegged Revenue because a substantial portion of our historical revenue was denominated in Egyptian Pounds, which has steadily experienced significant devaluation against the U.S. dollar. Increasing the proportion of Dollar-Pegged Revenue aims to reduce the Company's exposure to foreign currency translation risk and improve the predictability of U.S. dollar-reported revenue. While certain currencies are officially pegged to the U.S. dollar, pegs may be revised, widened, or abandoned by the applicable monetary authority, and there can be no assurance that such revenue will remain fully protected from currency volatility. Recurring Revenue Recurring Revenue represents revenue derived from enterprise clients under contractual arrangements, typically ranging from one to five years in duration. Recurring Revneue is calculated as revenue recognized from corporate contract-based customers during the period, expressed as a percentage of total IFRS revenue from continuing operations. Revenue from individual end-users taking ad-hoc trips on our platform is classified as Transactional Revenue and excluded from this calculation. During FY2025, Recurring Revenue comprised 84% of total revenue, compared to 75% in FY2024. Recurring Revenue aims at providing better visibility into future periods and reduces exposure to seasonal or discretionary demand variability. We use this metric to assess the predictability and quality of our revenue base and the progress of our strategic shift toward enterprise contracts. However, despite their contractual nature, recurring contracts remain subject to early termination provisions, non-renewal, renegotiation of terms, or customer default. Classification as "Recurring" does not guarantee future revenue recognition or receipt of payment. Total Sales Backlog Total Sales Backlog represents the aggregate contractual value of revenue expected to be recognized in future periods from signed customer agreements, plus the estimated value of expected contract renewals based on historical renewal trends of the Company's enterprise client base. Total Sales Backlog is computed as the sum of the remaining contractual revenue under signed enterprise agreements in force as of the reporting date, and management's estimate of expected renewal value based on historical retention and renewal rates applied to contracts reaching renewal within the forward twelve-month period. During FY2025, Total Sales Backlog was $38.2 million. Total Sales Backlog includes an estimated renewal component that is not contractually committed and is dependent on management assumptions regarding customer retention. Actual revenue realized may differ materially from the backlog amount as a result of contract terminations, renegotiations, customer non-renewal, changes in service scope, foreign exchange fluctuations, and other factors. Total Sales Backlog is not a forecast of revenue and should not be interpreted as such. 60 Table of Contents Lifetime Value to Customer Acquisition Cost Ratio (LTV:CAC) LTV:CAC ratio measures the estimated lifetime economic value generated by a corporate client relative to the cost of acquiring that client. Calculation: ● Lifetime Value (LTV) is calculated as: (average annual contract value per corporate client) × (estimated average client contract life in years) × (gross margin percentage attributable to such clients). ● Customer Acquisition Cost (CAC) is calculated as: total selling and marketing expenses attributable to the acquisition of new corporate clients during the period, divided by the number of new corporate clients acquired during the same period. ● The ratio is computed by dividing LTV by CAC. During FY2025, LTV:CAC Ratio was 25.7x on a consolidated basis; 37.9x in Egypt; 14.9x in GCC & UK. We use LTV:CAC ratio to evaluate the efficiency of our commercial investments and to benchmark the economic attractiveness of our enterprise client acquisition motion across geographies. LTV:CAC ratio is inherently based on management estimates and assumptions, including estimated client contract life, expected retention, gross margin stability, and appropriate allocation of selling and marketing expenses. Actual lifetime value realized from any individual client or cohort may differ materially from the estimates used. This metric is not intended to forecast future financial performance. Net Dollar Retention Net Dollar Retention (NDR) measures the rate at which revenue from the Company's existing corporate client base expands or contracts from one period to the next, net of churn, contraction, and pricing changes, but excluding revenue from clients acquired during the current period. NDR is calculated as revenue recognized during the current period from clients that were active in the prior period divided by revenue recognized from those same clients during the prior period, expressed as a percentage. During FY2025, NDR was 128% on a consolidated basis; 126% in Egypt; and 135% in GCC & UK. NDR in excess of 100% indicates that expansion within the existing client base exceeds losses from churn and contraction. We use NDR to evaluate the strength of our client relationships, the effectiveness of our cross-sell and upsell efforts, and the underlying health of our recurring revenue base. NDR is calculated on an aggregated corporate client base and does not reflect performance at the individual client level. Past NDR is not indicative of future NDR, and results may vary across geographies, verticals, and economic conditions. The consolidated NDR figure may be influenced by mix effects and may not reconcile arithmetically to region-level NDR figures presented elsewhere. B. Liquidity and Capital Resources Overview Our principal sources of liquidity have been cash and cash equivalents raised from our operating cash flows in Egypt and Kingdom of Saudi Arabia, which partially support the day-to-day business, and from the issuance of shares. Our total assets exceeded our total liabilities by approximately $2.95 million in FY 2025 compared to total liabilities exceeding total assets by $0.68 million in FY 2024. We generated a profit for the year of approximately $1.31 million in FY 2025, compared to a loss of approximately $10.3 million in FY 2024. In addition, we had accumulated losses of approximately $338.5 million and $339.9 million as of December 31, 2025 and December 31, 2024, respectively. To support our business, we have generated net cash flows from financing activities approximating to $1.21 million and $4.04 million during FY 2025 and FY 2024, respectively, through issuance of shares and other equity instruments. We have used net cash flows in investing activities of approximately $0.42 million during FY 2025, compared to generating $0.58 million during FY 2024. As of December 31, 2025 and 2024, we had cash and cash equivalents of approximately $4.4 million and $4.96 million, respectively. On November 17, 2024, we entered into a definitive securities purchase agreement (the “Securities Purchase Agreement”) for a private placement financing with certain investors, including certain members of our Board to purchase $4.7 million of our Class A Ordinary Shares. Under the Securities Purchase Agreement, the investors agreed to purchase 981,211 of the Company’s Class A Ordinary Shares or pre-funded warrants in lieu thereof at a purchase price of $4.79. The investors in the offering also agreed to execute lock up and leak out agreements, pursuant to which they agreed to lock up the securities purchased in the offering for a period of six 61 Table of Contents months, as well as agreed to transfer up to twenty percent of the securities purchased for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale. On February 10, 2025, the investors exercised their right to purchase additional securities pursuant to the Securities Purchase Agreement and purchased additional 417,537 of our Class A Ordinary Shares at a purchase price of $4.79. Such offering resulted in gross proceeds of $2 million. The investors also agreed to execute lock up and leak out agreements, pursuant to which they agreed to lock up the securities purchase in the offering for a period of six months, as well as agreed to transfer up to twenty percent of the securities purchase for each ninety-day period thereafter in an amount not more than twenty percent of the trading volume on a proposed date of sale. On November 25, 2024, we obtained a sustainable credit facility with HSBC Bank in the amount of up to $0.6 million (subject to certain milestone conditions) aimed at financing our expansions and pipeline of contracts. This sustainable credit facility enables us to factor invoices with certain customers at our discretion, and we believe this allows us to have better management over the timing of our cash flows. To date, we have drawn down an immaterial amount from this credit facility. Our cash and cash equivalents consist primarily of cash held with banks or other financial institutions, and is not restricted as to withdrawal and use. Our cash and cash equivalents are primarily denominated in USD as well as in local currencies of the markets in which we operate. We believe that our current available cash and cash equivalents will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months from the date of this Annual Report. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, funds raised from financing activities. Our future capital requirements depend on many factors including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our platform, the expansion of sales and marketing activities, and the expansion of our business into new geographies and markets. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We have an effective Form F-3 registration statement (File No. 333-279918), filed under the Securities Act of 1933, as amended, with the SEC using a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell in one or more offerings up to the total amount of $100,000,000 of our Ordinary Shares, par value $0.0025, warrants or units comprising a combination of Ordinary Shares and warrants. As of the date of this Annual Report we have not sold any Ordinary Shares under the registration statement on Form F-3. Cash Flows The following table sets forth a summary of our cash flows for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31 ($million) ​ ​ ​ 2025 ​ ​ ​ 2024 Cash flow (used in)/ from: ​ ​ ​ ​ Operating activities $ (2.14) $ (3.57) Investing activities $ 0.37 $ 0.58 Financing activities $ 1.21 $ 4.04 Net (decrease) increase in cash and cash equivalents $ (0.56) $ 1.05 ​ Operating Activities Net cash used in operating activities was $1.35 million in FY 2025, primarily consisting of profit for the year of $1.31 million, adjusted for non-cash items including the reversal of gains on changes in fair value of financial liabilities of $1.79 million and deferred purchase price of $0.16 million, offset by non-cash charges for derivative warrant liabilities issued of $1.18 million, depreciation and amortization of $0.45 million, expected credit losses of $0.59 million, and share-based payments of $0.10 million. The decrease in fair value of financial liabilities from FY 2024 to FY 2025 is on account of the share price decrease from $6.2 to $1.9 on December 31, 2024 and December 31, 2025, respectively. Furthermore, in FY 2025 there was an increase in cash flows used for changes in working capital 62 Table of Contents of $2.84 million in trade and other receivables on account of the increase in B2B revenue, and $0.66 million in accounts payables, accruals and other payables. Net cash used in operating activities was $3.57 million in FY 2024, primarily consisting of $10.27 million loss for the year before tax adjusted for certain non-cash items. The net change in operating assets and liabilities from FY 2024 to FY 2025 is primarily the result of a gain on disposal of a subsidiary in the amount of $1.13 million, offset by a loss in change in fair value of deferred purchase price and financial liabilities, amounting $2.43 million. This increase is on account of the share price increase from $1.67 to $6.38 on December 31, 2023 and December 31, 2024, respectively. Furthermore, in FY 2025 there was an increase in cash flows from changes in working capital of $2.13 million in trade and other receivables, and $1.48 million in accounts payables, accruals and other payables. Both of these changes are on account of our efforts to increase our cash conversion cycle. Investing Activities Net cash used in investing activities was $0.42 million for FY 2025, which primarily consisted of development expenditure on intangible assets of $0.60 million, partially offset by finance income received of $0.19 million. Net cash used in investing activities was $0.58 million in FY 2024, which primarily consisted of cash received from sub-lease activities. Financing Activities Net cash provided by financing activities was $1.21 million for FY 2025, primarily consisting of $2.00 million of proceeds from issuance of other equity instruments, offset by lease liabilities paid during the year which amounted to $0.70 million and finance costs paid of $0.09 million. Net cash provided by financing activities was $4.04 million for FY 2024, primarily consisting of $2.56 million of share issuance and $1.89 million of proceeds from issuance of other instruments, offset by lease liabilities paid during the year which amounted to $0.41 million. Holding Company Structure and Dividends We are a holding company without substantive business operations. We conduct our operations primarily through its subsidiaries in the jurisdictions in which it operates. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, as determined in accordance with local regulations, our subsidiaries in certain jurisdictions may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met, and regulatory approvals are obtained. Even though we currently do not require any such dividends, loans, or advances from our entities for working capital and other funding purposes, we may in the future require additional cash resources from them due to changes in our business conditions, to fund future acquisitions and development, or merely to declare and pay dividends or distributions to our shareholders. Capital Expenditures During FY 2025, we incurred capital expenditures of $10,492 related to leasehold improvements and office furniture in our office in Egypt. Our historical capital expenditures are primarily related to additions and purchases of property and equipment, which included the purchase of fixtures and furniture, leasehold improvements and employee laptops. While we are an asset-light business, we expect to moderately increase our capital expenditures to meet the expected growth in scale of our business and as we expand geographically and bolster our existing offerings. We expect that cash received from operating activities and financing activities will be used to meet our capital expenditure and marketing spend needs in the foreseeable future. 63 Table of Contents Indebtedness The Group does not currently have any long-term loans or convertible debts outstanding. Off-Balance Sheet Arrangements As of December 31, 2025 and December 31, 2024, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Contractual Obligations and Commitments The following table summarizes our contractual obligations and commitments as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period ($million) ​ ​ ​ <1 year ​ ​ ​ 1-5 years ​ ​ ​ >5 years ​ ​ ​ Total Lease Liabilities Commitments 0.48 0.19 1 1.48 Deferred and Contingent Consideration 0.69 — — 0.69 ​ Dispositions Urbvan Disposition On September 7th, 2023, we entered into a definitive agreement with Kolors Inc. (“Kolors”), a leading transport provider in Latin America, to sale our entire holdings in Urbvan Mobility Ltd. (“Urbvan”), for aggregate gross proceeds of $12 million. Urbvan was acquired by us in July 2022 in an all-share acquisition, and the sale of Urbvan to Kolors is comprised entirely of cash. Pursuant to the agreement, we will receive gross proceeds equal to $12 million for the sale of Urbvan reduced by $2.4 million transaction costs. We received $8.4 million in cash at closing, and the remaining net proceeds which were paid to us over one year. Urbvan constituted 7% of our IFRS revenues as of December 31, 2022. The sale of Urbvan reflects our strategy to focus on higher priority markets. Volt Lines Disposition Effective January 6, 2023, we and our subsidiary, Swvl Global FZE, entered into a definitive agreement with certain former shareholders (the “Former Volt Lines Shareholders”) of Volt Lines B.V. (“Volt Lines”), a private company with limited liability duly incorporated under the laws of the Netherlands and a Turkey-based B2B and Transport as a service mobility business, to unwind our previous acquisition of Volt Lines. Pursuant to the agreement, the Former Volt Lines Shareholders are not obligated to retransfer or cancel the tranche of their Ordinary Shares already received from the prior acquisition agreement. Shotl disposition Effective February 22, 2023, we and our subsidiary, Swvl Global FZE, entered into a definitive agreement with certain former shareholders (the “Former Shotl Shareholders”) of Shotl Transportation, S.L. (“Shotl”), a private company with limited liability duly incorporated under the laws of Spain, to unwind our previous acquisition of Shotl. Pursuant to the agreement, the Former Shotl Shareholders are not obligated to retransfer or cancel the tranche of their Ordinary Shares already received from the prior acquisition agreement. SWVL Pakistan disposition Effective April 15, 2023, we and our subsidiary, Swvl Pakistan, entered into a definitive agreement with Mr. Danish Elahi, to sell the shares in Swvl Pakistan as part of our Portfolio Optimization Program. Pursuant to the agreement, Mr. Danish Elahi acquired 99.99% of all the issued and outstanding shares in Swvl Pakistan, with the purchase price of $20,000. After the acquisitions Mr. Muhammad Arid Shafi owns 0.01% of all the issued and outstanding shares in Swvl Pakistan. 64 Table of Contents Creditor Settlement Arrangements From 2022 onwards, we have entered into settlement arrangements with the parties to reduce aggregate amount of unpaid invoices. The parties offered us a discount of 85% of the original amount owed in return for prompt payment of the new discounted amount. During FY 2023, we entered into 13 settlement arrangement agreements, totaling to $18.7 million of discounted fees. As of the date of this Annual Report, we are still having discussions with other creditors for more extended payment plans and liability discount in an effort to re-capitalize the Group and settle all liabilities that existed before the portfolio optimization program. C. Research and Development, Patents and Licenses We have made, and will continue to make, significant investments in research, development and technology in an effort to improve our platform, to attract and retain drivers and riders, expand the capabilities and scope of our offerings, and enhance our customer experience. We review and target our research and development activities on an ongoing basis based on the needs of our business. For further details regarding our research and development costs, please refer to “Item 4.B. Business Overview” in this Annual Report. D. Trend Information For a discussion of the trends that affect our business, financial condition and results of operations, please see other portions entitled “Item 5.A. Operating Results” and “Item 3.D. Risk Factors” of this Annual Report and the section of this Annual Report entitled “Item 3.D. Risk Factors.” E. Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with IFRS. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates under different assumptions or conditions. We believe that the following critical accounting policies reflect the more significant judgments, estimates and assumptions used in the preparation of our consolidated financial statements. Revenue We recognize revenue in accordance with IFRS 15, which we adopted as of January 1, 2019. We derive our revenue principally from end-users who use our platform to access routes predetermined by us. Revenue for transport represents the gross amount of fares charged to the end-user for these services. Our sole performance obligation is to provide transportation services to the end-users by integrating the use of our platform and a network of captains and vehicles registered on the platform. The end-users are charged for using transportation services (i.e. fare charges, net of the discounts and incentives) and are given various incentives (as discussed below). We recognize revenue when its performance obligation towards the end-users has been satisfied (i.e. when the ride is completed). It is at that point in time that the end-user becomes liable to us to transfer the due consideration. We evaluate the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal in the transaction (gross), or whether we arrange for other parties (operators and individual captains) to provide the service to the end-user and is the agent in the transaction (net). We consider ourselves a principal for the transportation services because it controls the services provided to riders. End-user discounts and promotions We offer discounts and promotions to end-users to encourage the use of our transportation services. These discounts and promotions are offered in various forms and include: ● Targeted end user discounts and promotions. These discounts and promotions are offered to specific end-users in a market with a goal to acquire, re-engage or increase the end-users’ use of the platform. Because the end-user does not provide us with a distinct goods or services against these promotions and discounts, we deduct the amount of these promotions and discounts from the transaction price when recognizing revenue. 65 Table of Contents ● Free credits. We provide end-users booking intercity routes using Swvl’s Travel platform with free credits to encourage bookings of a two-way trip between origin and destination cities. Under Swvl’s free credit program, a credit is transferred to an end-user’s wallet on our application after the completion of the first trip. that the end-user can then consume while paying for the return trip. Because we provide the discount that is to be used in the future by the end-user, the free credit is recognized as a liability until it is redeemed by the end-user or the validity period of such credit lapses. However, this liability is not recognized when it is immaterial. ● End-user referrals. End-user referrals are earned when an existing end-user (the “Referring end-User”) refers a new end-user (the “Referred End-User”) to our platform and the Referred End-User books their first ride on the platform. These referrals are typically paid in the form of a credit given to the Referring End-User. The Referring End-User is deemed to provide growth and marketing services to us as it provides a distinct good or service against the end-user referral discounts. As a result of this, the end-user referrals are recognized as sales and marketing costs. ● Market-wide promotions. Market-wide promotions reduce the end-user fare charged for all or substantially all rides in a specific market in the form of discounts. As a result, we recognize the cost of these promotions as a reduction of revenue when the ride is completed. Deferred tax As we are incorporated in the BVI, our profits from operations are not subject to taxation. However, certain subsidiaries of us are based in taxable jurisdictions such as Egypt and the UAE, where they are liable for tax. We record deferred tax to provide for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets have been recognized by a certain subsidiary of the us on their trading losses where utilization is probable, given that there are probable future taxable profits to offset against these losses. We continuously review the recoverability of the deferred tax asset for any significant changes to these assumptions. Share-based payments Our employees (including senior executives) received remuneration in the form of share-based payments starting in May 2017, whereby employees have rendered services as consideration for equity instruments (i.e., equity-settled transactions). We have issued share-based payment awards, for which the “grant date” was not achieved, due to the absence of a formal approval of the terms and conditions of the grant that reflected the intent of this long-term incentive scheme. The award’s terms, however, included a condition that the employees would be eligible to exercise their vested options only on an exit event occurrence. If an employee leaves the Company before the exit event, the employee could exercise options on a pro-rata basis (based on the length of time that the employee has served since the award was granted). Therefore, the cost of awards is recognized in advance of the grant date, over the period in which services are rendered by the employees, by estimating the fair value of the equity instruments at the end of each reporting period despite the Company’s awards being classified as equity-settled. The grant date was achieved subsequently in July 2021, when the formal terms and conditions were finalized by our Board, which will be communicated and clarified with the employees as part of the exit event. The cost is recognized in employee benefits expense, together with a corresponding increase in equity (other capital reserves). The cumulative expense recognized reflects our best estimate of the number of equity instruments that will ultimately vest. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of our best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award. The probability of an exit event occurring is a non-vesting condition and is included in the fair value of the awards, whose charge is amortized over the period in which services are rendered by the employees. 66 Table of Contents