🇺🇸 SECSwvl Holdings CorpDoubao · 实盘不做把握 5/10不做原因:风险收益比不佳
北京时间·🕒 发布 20:03:44·⟳ 抓取 20:04:34 +50s·⚡ 决策 10-08 20:05:45 +1m11s·19.2 天前
Swvl公布2026年上半年业绩：收入同比增长59%至1620万美元，但仍亏损且8月定增带来重大摊薄
收入高增长和收入质量改善具有正面叙事，但公司仍亏损、经营现金流为负、毛利率同比下降，且8月按约1.45美元发行超过1000万股，相对约996万股既有股本构成重大摊薄；盘前阶段难以确认市场更重估增长还是摊薄，缺乏正期望。
📄 原文Swvl Holdings Corp↗ 原文
----- swvl-20260630x6k.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REP…
不做 Swvl Holdings Corp（SWVL.US）
增长和收入质量改善与继续亏损、毛利率下降、经营现金流出及8月大额折价定增摊薄相互抵消；盘前尚无法确认市场定价焦点，风险收益不足。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
Swvl H1收入同比增长59%至1620万美元，GCC和经常性收入表现强劲；但公司仍录得亏损、经营现金流出200万美元，并且8月1450万美元私募的新股数量接近原有股本，正面增长与重大摊薄相互抵消，不做方向性交易。
🔎 新鲜度:最早出现 2026-10-08 · 扩散 low · price-in 风险 medium ↗
关键理由
- 收入增长59%、GCC收入翻倍和123%净收入留存率支持企业端需求改善。
- 8月私募后现金约可补足流动性，但10,017,714股新股相对9,964,344股既有发行股份形成显著每股权益摊薄。
主要风险
- 若市场聚焦59%增长、88%经常性收入和现金储备改善，股价可能高开并继续上修。
- 若应收账款回收不及预期或后续继续融资，亏损和摊薄压力可能重新主导定价。
反向证据
- 做多前查反向 · 来源 filing · 日期 2026-10-08 · 影响 weakens
做多叙事受到期内亏损52万美元、经营现金流出202万美元、毛利率从21.5%降至18.2%以及大额新股发行的削弱。
检索:Swvl H1 2026 loss negative operating cash flow gross margin decline private placement dilution 原文 ↗ - 做空前查反向 · 来源 filing · 日期 2026-10-08 · 影响 weakens
做空方向受到59%收入增长、GCC收入107%增长、88%经常性收入、123% NDR及融资后流动性改善的对冲，不能视为强空催化。
检索:Swvl H1 2026 revenue growth GCC recurring revenue NDR 123 liquidity 14.5 million 原文 ↗
先例如何影响了这次决策
对本次决策的影响:先例不足使置信度受限，并支持因风险收益不明确而回避，而非以主观涨幅模板开仓。
方向:未形成足以用于交易的同市场高相似先例面板；微盘出行科技公司财报同时包含增长、亏损和折价定增时，方向高度依赖市场当下风险偏好。
涨幅量级:缺乏同市场、同相位、同摊薄结构且首发锚可靠的对齐样本，不能据此设定止盈止损幅度。
形态:未能通过可靠历史样本确认系统性见光死或持续上涨模式。
工具执行结果 · 成功 1 · 降级 0 · 失败 0 · 取消 0
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{"result": "search_processed_events:agent query=`swvl gcc revenue 107% net dollar retention 123% | swvl holdings h1 2026 results revenue 16.2 million 6-k | swvl swvl august 2026 private placement 14.5 million class a shares`；结构化索引覆盖完整 72 小时；旧记录兼容扫描近 0.0/72 小时、0 条本臂决策(完整)，返回 0 条候选。未命中只表示这些 agent quer
原文全文
展开原文 · 116,946 字
----- swvl-20260630x6k.htm -----
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41339
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre
Dubai, United Arab Emirates
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒
Form 40-F
☐
CONTENTS
Interim Financial Statements
This Report of Foreign Private Issuer on Form 6-K consists of Swvl Holdings Corp (“Swvl”): (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operation as of and for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2; (iii) an investor presentation, which is attached hereto as Exhibit 99.3; and (iv) press release titled: “Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%”, which is attached hereto as Exhibit 99.4.
Exhibits 99.1, 99.2. and 99.4 are incorporated by reference into Swvl’s Registration Statement on
Form F-3 (Registration No. 333-279918)
and
Form S-8 (Registration No. 333-265464)
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit
Description of Exhibit
99.1
Swvl’s Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026.
99.2
Swvl’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026.
99.3
Investor presentation
99.4
Press Release titled: “Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%.”
101
The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Statements of Financial Position, (ii) Interim Condensed Statements of Comprehensive Loss, (iii) Interim Condensed Statements of Changes in Shareholders’ Equity; (iv) Interim Condensed Statements of Cash Flows, and (v) Notes to the Unaudited Interim Condensed Financial Statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SWVL HOLDINGS CORP
Date: October 8, 2026
By:
/s/ Mostafa Kandil
Name:
Mostafa Kandil
Title:
Chief Executive Officer
----- swvl-20260630xex99d1.htm -----
Table of Contents
Exhibit 99.1
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated financial statements
(unaudited)
For the six-month periods ended 30 June 2026 and 2025
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated financial statements
(unaudited)
For the six-month periods ended 30 June 2026 and 2025
Page(s)
Condensed interim consolidated statement of financial position
2
Condensed interim consolidated statement of comprehensive profit or loss
3
Condensed interim consolidated statement of changes in equity
4
Condensed interim consolidated statement of cash flows
5
Notes to the condensed interim consolidated financial statements
6
-
18
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of financial position – As of 30 June 2026
(All amounts are shown in USD unless otherwise stated)
(Unaudited)
(Audited)
At 30 June
At 31 December
Note
2026
2025
ASSETS
Non-current assets
Property and equipment
4
219,796
281,312
Intangible assets
5
939,055
684,441
Right-of-use assets
978,452
1,110,717
Deferred tax assets
18
5,309,288
5,486,804
7,446,591
7,563,274
Current assets
Prepaid expenses and other current assets
6
2,041,556
1,806,567
Trade and other receivables
7
7,844,681
6,256,738
Cash and cash equivalents
8
2,089,313
4,414,456
11,975,550
12,477,761
Assets classified as held for sale
—
—
Total assets
19,422,141
20,041,035
EQUITY AND LIABILITIES
EQUITY
Share capital
9
24,910
24,910
Share premium
9
354,179,329
354,179,329
Employee share scheme reserve
10
730,488
661,495
Foreign currency translation reserve
(
16,505,273
)
(
16,247,136
)
Reserve of disposal groups classified as held for sale
2,369,537
2,294,456
Other reserves
3,534,927
3,534,927
Accumulated losses
(
339,052,501
)
(
338,532,319
)
Equity attributable to equity holders of the Parent Company
5,281,417
5,915,662
Non-controlling interests
(
2,970,273
)
(
2,970,273
)
Total equity/(deficit)
2,311,144
2,945,389
LIABILITIES
Non-current liabilities
Provision for employees' end of service benefits
180,279
145,681
Derivative warrant liabilities
223,994
400,806
Accounts payable, accruals and other payables
11
—
16,867
Lease liabilities
896,344
1,002,733
1,300,617
1,566,087
Current liabilities
Accounts payable, accruals and other payables
11
8,978,726
8,710,335
Deferred purchase price
12
701,596
694,134
Other tax liabilities
1,921,317
1,640,682
Lease liabilities
278,653
479,240
11,880,292
11,524,391
Liabilities directly associated with assets classified as held for sale
3,930,088
4,005,168
Total liabilities
17,110,997
17,095,646
Total equity and liabilities
19,422,141
20,041,035
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(2)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of comprehensive profit or loss - For the period ended 30 June 2026
(All amounts are shown in USD unless otherwise stated)
(Unaudited)
(Unaudited)
Note
2026
2025
Continuing operations
Revenue
13
16,223,166
10,189,069
Cost of sales
14
(
13,277,164
)
(
8,000,885
)
Gross income
2,946,002
2,188,184
General and administrative expenses
15
(
3,737,461
)
(
2,898,277
)
Selling and marketing costs
(
314,525
)
(
12,831
)
Charge for provision for expected credit losses
(
241,661
)
—
Other expenses
16
—
(
127,500
)
Other income
17
777,532
434,165
Operating loss
(
570,113
)
(
416,259
)
Change in fair value of financial liabilities
179,402
836,384
Finance income
37,041
106,913
Finance cost
(
166,512
)
(
94,838
)
(Loss)/profit before tax from continuing operations
(
520,182
)
432,200
Income tax (expense)/benefit
18
—
—
(Loss)/profit for the period from continuing operations
(
520,182
)
432,200
Discontinued operations
Profit/(loss) for the period from discontinued operations
—
—
(Loss)/profit for the period
(
520,182
)
432,200
Attributable to:
Equity holders of the Parent Company
(
520,182
)
432,200
Non-controlling interests
—
—
(
520,182
)
432,200
Profit/(loss) per share attributable to equity holders of the Parent Company
Basic
19
(
0.05
)
0.04
Diluted
19
(
0.05
)
0.04
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax
(
183,056
)
(
1,400,601
)
Total comprehensive loss for the period
(
703,238
)
(
968,401
)
Attributable to:
Equity holders of the Parent Company
(
703,238
)
(
968,401
)
Non-controlling interests
—
—
(
703,238
)
(
968,401
)
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(3)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of changes in equity – As of 30 June 2026
(All amounts are shown in USD unless otherwise stated)
Equity
Reserve for
Foreign
attributable to
Share-based
disposal
currency
equity holders
Non-
Share
Share
compensation
group held
translation
Other
Accumulated
of the Parent
controlling
Total
Note
capital
premium
reserve
for sale
reserve
reserve
losses
Company
interests
equity
As at 1 January 2025 (Audited)
24,746
353,883,768
564,127
2,372,514
(
16,603,786
)
1,886,000
(
339,845,041
)
2,282,328
(
2,970,273
)
(
687,945
)
Total comprehensive loss for the period
Profit for the period
—
—
—
—
—
—
432,200
432,200
—
432,200
Other comprehensive loss for the period
—
—
—
—
(
1,400,601
)
—
—
(
1,400,601
)
—
(
1,400,601
)
—
—
—
—
(
1,400,601
)
—
432,200
(
968,401
)
—
(
968,401
)
Issuance of shares
9
166
295,559
—
—
—
—
—
295,725
—
295,725
Employee share scheme reserve
10
—
—
67,502
—
—
—
—
67,502
—
67,502
Other reserves
—
—
—
—
—
2,000,000
—
2,000,000
—
2,000,000
As at 30 June 2025 (Unaudited)
24,912
354,179,327
631,629
2,372,514
(
18,004,387
)
3,886,000
(
339,412,841
)
3,677,154
(
2,970,273
)
706,881
As at 1 January 2026 (Audited)
24,910
354,179,329
661,495
2,294,456
(
16,247,136
)
3,534,927
(
338,532,319
)
5,915,662
(
2,970,273
)
2,945,389
Total comprehensive loss for the period
Loss for the period
—
—
—
—
—
—
(
520,182
)
(
520,182
)
—
(
520,182
)
Other comprehensive loss for the period
—
—
—
75,081
(
258,137
)
—
—
(
183,056
)
—
(
183,056
)
—
—
—
75,081
(
258,137
)
—
(
520,182
)
(
703,238
)
—
(
703,238
)
Issuance of shares
9
—
—
—
—
—
—
—
—
—
—
Other reserves
—
—
—
—
—
—
—
—
—
—
Employee share scheme reserve
10
—
—
68,993
—
—
—
—
68,993
—
68,993
As at 30 June 2026 (Unaudited)
24,910
354,179,329
730,488
2,369,537
(
16,505,273
)
3,534,927
(
339,052,501
)
5,281,417
(
2,970,273
)
2,311,144
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(4)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of cash flows - For the period ended 30 June 202
6
(All amounts are shown in USD unless otherwise stated)
For the six-month period ended
30 June
(Unaudited)
(Unaudited)
2026
2025
(Loss)/profit before tax from continued operations
(
520,182
)
432,200
Profit before tax from discontinued operations
—
—
(Loss)/profit for the period before tax
(
520,182
)
432,200
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment
74,811
—
Depreciation of right-of-use assets
113,177
58,297
Amortization of intangible assets
15,860
15,594
Other non-cash loss/(income)
79,045
(
90,910
)
Change in fair value of financial liabilities
(
179,402
)
836,384
Provision for employees’ end of service benefits
34,598
12,391
Charge for provision for expected credit losses
241,661
—
(
140,432
)
1,263,956
Changes in working capital:
Trade and other receivables
(
1,957,276
)
(
1,864,435
)
Prepaid expenses and other current assets
(
283,053
)
(
12,330
)
Accounts payable, accruals and other payables
39,902
129,153
Other tax liabilities
322,426
233,546
Net cash flows used in operating activities
(
2,018,433
)
(
250,110
)
Cash flows from investing activities
Development expenditure (intangible assets)
(
273,499
)
—
Purchase of property and equipment
(
13,581
)
(
2,950
)
Net cash flows used in investing activities
(
287,080
)
(
2,950
)
Cash flows from financing activities
Proceeds from issuance of share capital
—
—
Proceeds from issuance of other instruments
—
2,000,000
Repayment of loan from related party
—
—
Proceeds from bank loan
267,010
—
Finance lease liabilities paid, net of accretion
(
287,695
)
(
236,844
)
Net cash flows (used in) /generated from financing activities
(
20,685
)
1,763,156
Net increase/(decrease) in cash and cash equivalents
(
2,326,198
)
1,510,096
Cash and cash equivalents at the beginning of the period
4,414,456
4,958,983
Effects of exchange rate changes on cash and cash equivalents
1,055
(
1,592,096
)
Cash and cash equivalents at the end of the period
2,089,313
4,876,983
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(5)
Table of Contents
1
Establishment and operations
Swvl Holdings Corp (the “Parent Company”) (formerly known as “Pivotal Holdings Corp”) is a business company limited by shares incorporated under the laws of the British Virgin Islands and was registered on 23 July 2021. The registered office of the Company is at P.O. Box 173, Kingston Chambers, Road Town, Tortola, the British Virgin Islands.
The condensed interim consolidated financial statements as at and for the six-month period ended 30 June 2026 consist of the Parent Company and its subsidiaries (together referred to as the “Group”). The Group’s principal head office is located in The Offices 4, One Central, Dubai World Trade Centre, Street 1, Dubai, United Arab Emirates.
Swvl Inc. was founded on 17 May 2017. Swvl Holdings Corp was incorporated as a direct wholly-owned subsidiary of Swvl Inc. As a result of various legal entity reorganization transactions undertaken in March 2022, Swvl Holdings Corp became the holding company of the Group, and the then-stockholders of Swvl Inc. became the stockholders of Swvl Holdings Corp. Swvl Inc. is the predecessor of Swvl Holdings Corp for financial reporting purposes.
The Group operates multimodal transportation networks that offer access to transportation options through the Group’s platform and mobile-based application. The Group also licenses its technology to transport operators to manage their service. The Group operates a technology platform that uses a widespread transportation network. The Group uses leading technology, operational excellence and product expertise to operate transportation services on predetermined routes. The Group develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). The Group provides transportation services through contracting with other service providers (or transportation operators). Riders are collectively referred to as “end-user(s)” or “consumer(s)”. The drivers are referred to as “captain(s)”.
1.1
Consolidated subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
As of 30 June 2026, the Group still maintained control for all subsidiaries, however, certain subsidiaries were decided to be held for sale or to be discontinued, subsidiaries listed below will be presented with the same alignment.
i)
Continued operations
Country of
Legal ownership %
Principal
Company name
incorporation
30-Jun-26
31-Dec-25
business activities
Swvl Inc.
British Virgin Islands
100
%
100
%
Holding company
Swvl Group Corp
British Virgin Islands
100
%
100
%
Holding company
Swvl Holdco Corp
British Virgin Islands
100
%
100
%
Dormant entity
Pivotal Merger Sub Company I
Cayman Islands
100
%
100
%
Merger entity
Swvl Mobility Solutions Corp.
United States of America
100
%
100
%
Technology platform
Swvl for Smart Transport Applications and Services LLC
Egypt
99.80
%
99.80
%
Technology platform
Swvl Saudi for Information Technology
Kingdom of Saudi Arabia
100
%
100
%
Technology platform
Swvl Saudi Regional Headquarters
Kingdom of Saudi Arabia
100
%
100
%
Technology platform
Smart Mobility Solutions for Transportation Services (i)
Kingdom of Saudi Arabia
—
%
—
%
Technology platform
Swvl for Website Design Company (i)
Kuwait
—
%
—
%
Technology platform
Swvl for Mobility Solutions FZE (i)
United Arab Emirates
—
%
—
%
Technology platform
(6)
Table of Contents
1.1
Consolidated subsidiaries
(continued)
ii)
Discontinued operations
Country of
Legal ownership %
Principal
Company name
incorporation
30-June-26
31-Dec-25
business activities
Swvl NBO Limited
Kenya
100
%
100
%
Technology platform
Swvl Technologies Ltd.
Kenya
100
%
100
%
Technology platform
Smart Way Transportation LLC (ii)
Jordan
—
%
—
%
Technology platform
Swvl My For Information Technology SDN BHD
Malaysia
100
%
100
%
Technology platform
Viapool Inc.
Delaware, USA
51
%
51
%
Technology platform
Movilidad Digital SAS, a subsidiary of Viapool, Inc.
Argentina
51
%
51
%
Holding company
Viapool SRL, a subsidiary of Viapool, Inc.
Argentina
51
%
51
%
Technology platform
Viapool SPA, a subsidiary of Viapool, Inc.
Chile
51
%
51
%
Technology platform
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.
Brazil
51
%
51
%
Technology platform
Door2Door GmbH, a subsidiary of Swvl Germany GmbH
Germany
100
%
100
%
Technology platform
Swvl Germany GmbH (formerly "Blitz B22-203 GmbH")
Germany
100
%
100
%
Holding company
The Group, in certain cases, 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 non-controlling interests. Legal ownership and beneficial ownership are the same except as indicated below.
(i)
The Parent Company’s subsidiary’s Swvl for Mobility Solutions FZE and Smart Mobility Solutions for Transportation Services were incorporated during the year ended 31 December 2024. Further, Swvl for Website Design Company was incorporated during the year ended 31 December 2025. The subsidiaries are currently legally owned by a member of the Group’s management and are in the process of a legal ownership transfer to the Group. The subsidiaries have been consolidated based on the beneficial ownership and effective control.
(ii)
The Parent Company’s subsidiary Smart Way Transportation LLC was incorporated during the year ended 31 December 2021. The subsidiary is currently legally owned by a member of the Group’s management. During 2022, the Group’s board of directors resolved to discontinue the subsidiary’s operations. As of 30 June 2026, the company is still in liquidation process. The subsidiary has been consolidated based on the beneficial ownership and effective control.
2
Basis of preparation
i)
Compliance with International Financial Reporting Standards (“IFRS”)
These condensed interim consolidated financial statements are for the six-month periods ended 30 June 2026 and 2025 and are presented in United States Dollars (“USD” or “$”), which is the functional currency of the Parent Company. They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.
These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2025. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
(7)
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2
Basis of preparation
(continued)
ii)
Historical cost convention
These condensed interim consolidated financial statements have been prepared under the historical cost convention except for the following:
-
Certain financial assets, derivative warrant liabilities, derivative liabilities, convertible notes, and earnouts liabilities that are measured at fair value.
-
Income and expenses that have been accounted for using the accrual basis.
The consolidated financial statements have been presented in US Dollars (“USD”, “$”) which is the reporting currency of the Group.
2.1
Going concern
These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to discharge its liabilities in the ordinary course of business. The Group incurred a loss of $
520,182
for the six-month period ended 30 June 2026 (profit of $
432,200
for the six-month period ended 30 June 2025), had accumulated losses of $
339.1
million as at 30 June 2026 ($
338.5
million as at 31 December 2025), and had negative operating cash flows of $
2.0
million for the six-month period ended 30 June 2026 (negative operating cash flows of $
0.25
million for the six-month period ended 30 June 2025). Notwithstanding these results, Management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the consolidated financial statements.
2.2
Amended standards adopted by the Group
A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.
2.3
Accounting policies
The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended 30 June 2026 are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2025.
3
Critical accounting judgments and estimates
When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended 30 June 2026 and 2025, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended 31 December 2025.
(8)
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4
Property and equipment
The property and equipment net book value consists of the following:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Leasehold improvements
203,169
276,578
Furniture, fittings and equipment
16,627
4,734
Property and equipment, net
219,796
281,312
5
Intangible assets
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Licenses
61,004
79,890
Assets under construction
878,051
604,551
Net book value
939,055
684,441
In May 2023 the Group obtained a smart transportation operating license in Egypt in collaboration with Land Transport Regulatory Authority (LTRA) which granted the Egyptian entity a five-year operating license commencing on May 16, 2023 and expires on May 15, 2028.
6
Prepaid expenses and other current assets
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Withholding tax receivables
1,627,809
1,454,429
Other assets
60,468
60,468
Refundable deposits
197,670
150,901
Prepaid expenses
155,609
140,769
2,041,556
1,806,567
7
Trade and other receivables
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Trade receivables
5,580,514
3,879,854
Accrued income
2,362,170
2,308,583
Customer wallet receivables
2,152,003
2,061,148
Less: provision for expected credit losses
(
2,289,092
)
(
2,108,944
)
7,805,595
6,140,641
Other receivables
39,086
116,097
7,844,681
6,256,738
(9)
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8
Cash and bank balances
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Cash at banks
2,085,974
4,414,456
Cash in hand
3,339
—
2,089,313
4,414,456
For the purpose of the cash flow statement, cash and cash equivalents comprise the following:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Cash attributable to continued operations
2,089,313
4,414,456
Cash attributable to discontinued operations
—
—
2,089,313
4,414,456
9
Share capital
a. Share capital:
In 2023, the Group restructured its authorized shares and issued ordinary shares as detailed below:
(a)
The number of ordinary shares which the Group is authorized to issue has been decreased to
20,000,000
ordinary shares by the consolidation of every
25
ordinary shares of US
$
0.0001
par value each currently in issue into
1
ordinary share of US
$
0.0025
par value each; and
(b)
the issued ordinary shares have been combined into a small number of shares, resulting in every
25
issued ordinary share being combined into
1
ordinary share with a par value of US
$
0.0025
each.
Following the restructuring, the Group is authorized to issue
20,000,000
ordinary shares and
55,000,000
preference shares. The restructuring was approved on 4 January 2023 and became effective on 25 January 2023.
The below table sets out the Group’s share structure during the period ended 30 June 2026 and the year ended 31 December 2025:
At 30 June 2026
At 31 December 2025
Authorized
Issued
Authorized
Issued
Class A ordinary shares
20,000,000
9,964,344
20,000,000
9,964,344
Preferred shares
55,000,000
—
55,000,000
—
75,000,000
9,964,344
75,000,000
9,964,344
At 30 June 2026
At 31 December 2025
Number
Share
Number
Share
of shares
capital
of shares
capital
Issuance of shares in the normal course of business
5,191,300
12,976
5,191,300
12,976
Issuance of shares to Swvl Inc. shareholders
3,411,410
8,529
3,411,410
8,529
Issuance of shares to SPAC shareholders
557,960
1,395
557,960
1,395
Conversion of convertible notes
645,018
1,613
645,018
1,613
Issuance of shares to PIPE investors
158,656
397
158,656
397
Other shares
—
—
—
—
9,964,344
24,910
9,964,344
24,910
(10)
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9
Share capital
(Continued)
b. Share premium:
At 30 June 2026
Share Premium
Issuance of shares to shareholders
88,873,188
Conversion of convertible notes
145,952,505
Issuance of share to PIPE investors
39,663,603
Recapitalization costs
121,077,329
Other shares issued during the period
—
395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination
(
8,467,766
)
Fair value of earnout shares
(
75,550,455
)
311,548,404
Issuance of shares in the normal course of business
42,630,925
354,179,329
At 31 December 2025
Share Premium
Issuance of shares to shareholders
88,873,188
Conversion of convertible notes
145,952,505
Issuance of share to PIPE investors
39,663,603
Recapitalization costs
121,077,329
395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination
(
8,467,766
)
Fair value of earnout shares
(
75,550,455
)
311,548,404
Issuance of shares in the normal course of business
42,630,925
354,179,329
10
Employee share scheme reserve
At 30 June 2026, the employee share scheme reserve balance was $
730,488
(at 31 December 2025: $
661,495
).
Total expense arising from share-based payment transactions recognized in the consolidated statement of comprehensive income as part of employee benefit were $
68,993
for the six-month period ended 30 June 2026 ($
67,502
for the six-month period ended 30 June 2025).
(11)
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11
Accounts payable, accruals and other payables
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Financial items
Accounts payables
6,654,118
6,806,786
Captain payables
464,051
732,402
Salaries payable
153,565
269,121
Accrued expenses
331,284
245,810
Credit facility
436,523
451,336
Bank loan
273,824
—
LTRA payable
61,727
101,200
Other payables
540,759
120,547
8,915,851
8,727,202
LTRA payable non-current portion
—
(
16,867
)
8,915,851
8,710,335
Non-financial items
Deferred income and advances from customers
62,875
—
Total accounts payable, accruals and other payables
8,978,726
8,710,335
(i)
Advances from individual customers (e-wallets) are used by customers against future bookings.
12
Deferred purchase price
The movement in the deferred purchase price is as follows:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Opening balance
694,134
1,148,013
Change in fair value
7,462
(
158,154
)
Issuance of shares
—
(
295,725
)
Ending balance
701,596
694,134
The deferred purchase price consists of outstanding cash payments and share issuances. The change in fair value is a result of revaluing the shares outstanding to reflect share price as per the purchase agreements. Management has not used any complex assumptions in arriving at the fair value of the deferred purchase price.
The deferred purchase price is detailed as follows:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Shotl Transportation, S.L.
695,398
685,346
Urbvan Mobility Ltd.
—
—
Door2Door
6,198
8,788
701,596
694,134
(12)
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12
Deferred purchase price
(Continued)
(Unaudited)
(Audited)
At 30 June
At 31 December
Maturity analysis
2026
2025
USD
USD
Less than one year (current)
701,596
694,134
701,596
694,134
13
Revenue
The Group derives its revenue principally from end-users who use the Group’s platform to access routes predetermined by the Group. Revenue for transport services represents the total amount of fees charged to the end user for these services.
Disaggregated revenue information
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Business to business
14,243,585
8,676,762
Business to customers
1,979,581
1,512,307
16,223,166
10,189,069
Revenue by geographical location
2026
2025
USD
USD
Egypt
9,104,886
6,752,936
Gulf Cooperation Council
7,118,280
3,436,133
16,223,166
10,189,069
14
Cost of sales
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Captain costs
13,311,654
8,035,494
Captain bonuses
12,351
10,113
Captain deductions
(
46,841
)
(
44,722
)
13,277,164
8,000,885
(13)
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15
General and administrative expenses
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Staff costs
2,471,832
1,520,733
Professional fees
269,329
658,798
Technology costs
336,311
223,539
Other expenses
116,515
185,692
Depreciation of property and equipment
74,811
—
Rent expense
127,198
100,855
Depreciation of right-of-use assets
113,177
58,297
Insurance
119,334
50,924
Office expenses
18,704
42,394
Travel and accommodation
68,299
20,504
Amortization of intangible assets
15,860
15,594
Outsourced employees
3,688
13,901
Entertainment
2,403
7,046
3,737,461
2,898,277
16
Other expenses
2026
2025
Other expenses
—
127,500
—
127,500
17
Other Income
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Other income
777,532
434,165
777,532
434,165
18
Deferred tax asset
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Group’s deferred tax assets were as follows:
(Unaudited) For
the six-month
(Audited) For the
period ended
year ended
June 2026
31 December 2025
USD
USD
Deferred tax asset movement
Opening balance
5,486,804
5,288,913
Foreign currency adjustments
(
177,516
)
352,957
Expiration
—
—
Reversal
—
(
233,084
)
Transfers to assets held for sale
—
—
Income tax benefit
—
78,018
Closing balance
5,309,288
5,486,804
(14)
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19
(Loss)/earnings per share
Basic (loss)/earnings per share is computed by dividing the net (loss)/profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
600,000
Earnout Shares have been excluded from the calculation of weighted average shares outstanding, as they are contingently issuable subject to achieving certain milestones on the trading price and volume of our Class A ordinary shares on NASDAQ.
During the six-month period ended 30 June 2026, the Group was loss making, therefore, all potentially dilutive instruments have an anti-dilutive impact and have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding equity awards, warrants, share options and convertible loans and could potentially dilute earnings per share in the future.
The following table sets forth the computation of basic and dilutive (loss)/earnings from the continued operations per share attributable to the Group’s ordinary shareholders:
(Unaudited)
(Unaudited)
For the six-
For the six-
month period
month period
ended 30
ended 30
June 2026
June 2025
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company
(
520,182
)
432,200
Profit from discontinued operations for the period attributable to equity holders of the Parent Company
—
—
Weighted average number of ordinary shares outstanding during the period
9,964,344
9,964,344
(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – basic (loss)/earnings per share
(
0.05
)
0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – basic (loss)/earnings per share
(
0.05
)
0.04
Weighted average number of ordinary shares outstanding during the period adjusted for the effect of dilution
9,964,344
10,218,200
(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – diluted (loss)/earnings per share
(
0.05
)
0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – diluted (loss)/earnings per share
(
0.05
)
0.04
20
Related party transactions and balances
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties include associates, parent, subsidiaries, and key management personnel or their close family members. The terms and conditions of these transactions have been mutually agreed between the Group and the related parties. To determine significance, the Group considers various qualitative and quantitative factors including whether transactions with related parties are conducted in the ordinary course of business.
Interest in subsidiaries
The details of interests in the subsidiaries with whom the Group had entered into transactions or had agreements or arrangements in place during the period are disclosed in Note 1 of the condensed interim consolidated financial statements.
(15)
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20
Related party transactions and balances
(continued)
Compensation of key management personnel
Key management personnel of the Group comprise the Parent Company’s directors and senior management of the Group.
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Compensation and short-term employee benefits
253,233
231,108
253,233
231,108
Balances with related parties
The following balances are outstanding at the end of the reporting periods:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Balances with related parties
—
—
—
—
Transactions with related parties
Details of transactions with related parties during the period, other than those which have been disclosed elsewhere in these condensed interim consolidated financial statements, are as follows:
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Transactions with related parties
—
—
21
Financial instruments by category
Financial assets as per statement of financial position
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
At amortised cost
Trade and other receivables
7,844,681
6,256,738
Cash and cash equivalents
2,089,313
4,414,456
9,933,994
10,671,194
(16)
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21
Financial instruments by category (
Continued)
Financial liabilities as per statement of financial position
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Accounts payable, accruals and other payables excluding non-financial items
8,915,851
8,727,202
Deferred purchase price
701,596
694,134
Lease liabilities
1,174,997
1,481,973
Current tax liabilities
1,921,317
1,640,682
Derivative warrant liabilities
223,994
400,806
12,937,755
12,944,797
22
Fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
●
in the principal market for the asset or liability; or
●
in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly.
Level 3: inputs that are unobservable inputs for the asset or liability.
The carrying amounts of the financial assets and financial liabilities approximate their fair values.
(17)
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23
Subsequent events
On August 25, 2026, the Group entered into a securities purchase agreement for the issuance and sale of
8,990,317
Class A Ordinary Shares at a purchase price of $
1.446
per share in a private placement, for aggregate gross proceeds of approximately $
13.0
million.
Further, on August 26, 2026, the Group up-sized its private placement by entering into a securities purchase agreement for the issuance and sale of
1,027,397
Class A Ordinary Shares at a purchase price of $
1.46
per share, for aggregate gross proceeds of approximately $
1.5
million.
Subsequently and at the date of this report, the Group has received in aggregate $
14.5
million from the private placements.
(18)
----- swvl-ex99d2.htm -----
EX-99.2
3
swvl-ex99d2.htm
EX-99.2
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 periods described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K (this “Report”). In addition, the information in this Report should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes included therein, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026.
We report financial information under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
Unless otherwise indicated, all references to the terms, “Swvl”, “we”, “us”, “our”, or the “Group” or “Company” refer to the business of Swvl Holdings Corp and its subsidiaries, “H1 2026” refers to the six-month period ending June 30, 2026, “H1 2025” refers to the six-month period ending June 30, 2025, “FY 2025” refers to the fiscal year of Swvl ended December 31, 2025, and “FY 2024” refers to the fiscal year of Swvl ended December 31, 2024.
References to “U.S. dollars,” “USD” and “$” are to currency of the United States of America, and references to “EGP” are to the Egyptian Pound.
Forward-Looking Statements
The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our
objectives, plans and strategy for our business, statements that contain projections of results of operation or of financial condition, risks and uncertainties,
expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Please see the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements and for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in our Annual Report. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report.
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 Swvl platform, we provide thousands of riders per day with dynamic routing and a self-optimizing network of minibuses and other vehicles, helping people get where they need to go.
Components of Results of Operations
Revenue
Our revenue consists of two components: (i) a business-to-customer (“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 business-to-business (“B2B”) component representing contractual smart transportation services for our corporate customer’s employees through the Swvl application, which is referred to as ‘Transport as a service’ (“TaaS”) and ‘Software as a service’ (“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”.
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 Costs
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 charge for provision for expected credit losses primarily consists of impairment allowances recognized on our trade receivables from business customers and on customer wallet receivables from riders in our business-to-consumer business, measured under the simplified lifetime expected credit loss approach of the International Financial Reporting Standards 9: Financial Instruments. The charge reflects changes in the aging profile of outstanding balances, historical collection experience and forward-looking information, and is presented separately from general and administrative expenses. Reversals of previously recognized allowances, where balances are subsequently collected, are credited to the same line.
Other Income/(Expenses)
Our other income consists primarily of recovery of previously written off assets that were not expected to be recovered, rental income and supplier discounts from on-going business operations. Other expenses consist primarily of indirect tax expenses and other expenses not categorized elsewhere.
Finance Income and Finance Costs
Our finance income consists primarily of dividend and interest income from bank deposits. Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities.
Changes 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, certain warrant liabilities and change in fair value of deferred purchase price resulting from the acquisition of certain subsidiaries by the Group.
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 as carried forward losses from the early years of operation, planned to be utilized against future taxable income.
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 exchange rate of the USD to EGP, which we are subject to in our business in Egypt.
A. Operating Results
Results of Operations
The following selected consolidated financial data is derived from the unaudited financial statements of the Company for H1 2026 and H1 2025, and should be read in conjunction with the information contained in our Annual Report for the year ended December 31, 2025, including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes include therein, filed with SEC on April 20, 2026.
Our historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2025 to FY 2024, see our Annual Report on Form 20-F for the fiscal year ending December 31, 2025 and the amendment thereto, filed with the SEC on April 20, 2026.
For the period ended 30 June
($million)
2026
2025
Continued operations
Revenue
16.22
10.19
Cost of sales
(13.27)
(8.00)
Gross profit
2.95
2.19
General and administrative expenses
(3.74)
(2.90)
Selling and marketing expenses
(0.32)
(0.01)
Charge for provision for expected credit losses
(0.24)
—
Other expenses
—
(0.13)
Other income
0.78
0.43
Operating profit / (loss)
(0.57)
(0.42)
Change in fair value of financial liabilities
0.18
0.84
Finance income
0.04
0.11
Finance cost
(0.17)
(0.09)
Profit/(loss) for the period before tax from continuing operations
(0.52)
0.44
Income tax expense
—
—
Profit/(loss) for the period from continuing operations
(0.52)
0.44
Discontinued operations
Loss for the period from discontinued operations
—
—
Profit /(loss) for the period
(0.52)
0.44
Other comprehensive income
Exchange difference on translations of foreign operations
(0.18)
(1.40)
Total comprehensive loss for the period
(0.70)
(0.96)
H1 2026 Compared to H1 2025
Revenue
For the period ended June 30,
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Total Revenue
$
16.22
$
10.19
59%
Disaggregated by
Business to business
$
14.24
$
8.68
64%
Business to customers
$
1.98
$
1.51
31%
We disaggregate revenue by the type of customer served as follows: Revenue from Swvl Retail and Swvl Travel together is considered as B2C, and revenue from both TaaS and SaaS together is considered as B2B.
Revenues from B2C for H1 2026 were approximately $1.98 million, an increase of approximately $0.47 million, or 31%, compared to H1 2025. This was primarily due to an increase in average fares on our Egypt intercity travel routes following fare adjustments made during the second half of FY 2025 and H1 2026
.
We operated this business exclusively inside Egypt during both periods presented.
Revenues from B2B for H1 2026 were approximately $14.24 million, an increase of approximately $5.56 million, or 64%, compared to H1 2025. The increase was primarily due to the expansion of our enterprise customer base and growth within existing accounts across all of our markets. GCC revenue, all of which is B2B, more than doubled to approximately $7.12 million from approximately $3.44 million, while B2B revenue in Egypt grew by approximately 36% to $7.13 million in H1 2026, from $5.24 million in H1 2025.
Cost of Sales
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Cost of Sales
$
13.27
$
8.00
66%
Split into
Captain costs
$
13.31
$
8.04
66%
Captain bonuses*
$
0.01
$
0.01
—
Captain deductions
$
(0.05)
$
(0.04)
25%
*Percentage not meaningful
Cost of sales for H1 2026 was approximately $13.27 million, an increase of approximately $5.27 million, or 66%, compared to H1 2025. This increase is primarily on account of the captain costs incurred to fulfill the growth in B2C and B2B revenue, where our customers are predominantly served through third-party fleet operators.
General and Administrative Expenses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
General and administrative expenses
$
3.74
$
2.90
29%
General and administrative expenses for H1 2026 were approximately $3.74 million, an increase of approximately $0.84 million, or 29%, from H1 2025. This increase is primarily due to an increase in staff costs of approximately $0.95 million to $2.47 million from $1.52 million, reflecting the build-out of our teams in the United Arab Emirates and Saudi Arabia (including our product and technology team) and in our new market in the United States, together with higher depreciation of property and equipment and right-of-use assets (an increase of approximately $0.13 million, following the renewal of office leases and leasehold improvements in Egypt) and higher technology and IT costs (an increase of approximately $0.11 million). These increases were partially offset by a decrease in professional fees of approximately $0.39 million, to $0.27 million in H1 2026, from $0.66 million in H1 2025.
Sales and Marketing Expenses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Sales and marketing expenses
$
0.32
$
0.01
—
*Percentage not meaningful
Sales and marketing expenses for H1 2026 were approximately $0.32 million, compared to approximately $0.01 million for H1 2025, an increase of approximately $0.31 million. The increase is primarily due to staff costs of approximately $0.28 million for the dedicated commercial team we built during the second half of FY 2025 and H1 2026, principally in Saudi Arabia, the United Arab Emirates, Egypt and the United States, to support enterprise sales across the GCC and our new markets, together with marketing spend of approximately $0.04 million compared to $0.01 million in H1 2025.
Charge for provision for expected credit losses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Charge for provision for expected credit losses
$
0.24
$
-
—
*Percentage not meaningful
The charge for provision for expected credit losses for H1 2026 was approximately $0.24 million, compared to nil for H1 2025. The charge is primarily due to recognizing expected credit losses on trade receivables across the entire B2B business, and customer wallet balances in Egypt.
Other Expenses
For the period ended June 30
H1 2025- H1 2026
($ million)
2026
2025
% Change
Other expenses
—
0.13
—
*Percentage not meaningful
There were no other expenses for H1 2026, compared to approximately $0.13 million for H1 2025.
Other Income
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Other income
0.78
0.43
81%
Other income in H1 2026 was approximately $0.78 million, an increase of approximately $0.35 million, or 81%, compared to H1 2025. The increase is mainly due to discounts and rebates obtained from transportation suppliers on the cost of serving our recurring enterprise contracts, which represented approximately half of other income, and rental income from the sub-lease of office premises, which represented the remaining half. Other income in H1 2026 arose principally in Saudi Arabia (approximately $0.37 million) and the United Arab Emirates (approximately $0.35 million).
Change in fair value of financial liabilities
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Changes in fair value of financial liabilities
0.18
0.84
(79)%
* Percentage not meaningful
Change in fair value of financial liabilities for H1 2026 was approximately a gain of $0.18 million, compared to a gain of $0.84 million in H1 2025. This gain is mainly due to the decrease in the fair value of our derivative warrant liabilities to $0.22 million as of June 30, 2026 from $0.40 million as of December 31, 2025, reflecting the decline in the trading price of our Ordinary Shares and the shorter remaining term of the warrants, partially offset by the accretion of the deferred purchase price liability of approximately $0.01 million. The larger gain in H1 2025 reflected a more significant reduction in the fair value of the warrant liabilities during that period.
Finance Income and Finance Cost
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Finance income
$
0.04
$
0.11
(64)%
Finance costs
$
(0.17)
$
(0.09)
89%
Finance income for H1 2026 was approximately $0.04 million, a decrease of approximately $0.07 million, or 64%, compared to H1 2025. Finance income is mainly driven by dividend income from the Group’s cash sweep account and short-term treasury instruments of approximately $0.03 million and interest income earned on bank balances in Egypt of approximately $0.01 million. The decrease is primarily due to lower average cash balances held in the sweep account and treasury instruments during H1 2026 compared to H1 2025, as cash was deployed to fund working capital.
Finance costs for H1 2026 were approximately $0.17 million, as compared to $0.09 million for H1 2025, an increase of approximately $0.08 million, or 89%. Those costs are mainly interest expense on our credit facility and a short-term bank loan in Egypt of approximately $0.09 million, interest accretion on lease liabilities of approximately $0.07 million (compared to approximately $0.06 million in H1 2025) and the unwinding of the discount on our license cost liability of approximately $0.01 million. The increase is primarily due to interest on the short-term bank loan of approximately $0.27 million drawn in Egypt during H1 2026 and on the credit facility, neither of which was outstanding for the full comparative period, together with higher lease accretion following the renewal of office leases.
B. Liquidity and Capital Resources
Our principal sources of liquidity have been cash and cash equivalents raised from our operating cash flows in Egypt, Kingdom of Saudi Arabia and the United Arab Emirates, which partially supported the day-to-day business and proceeds from the issuance and sale of securities.
Our total assets exceeded total liabilities by approximately $2.31 million as of June 30, 2026, compared to total assets exceeding total liabilities by approximately $0.71 million as of June 30, 2025. We incurred a loss of approximately $0.52 million for H1 2026, compared to a profit of approximately $0.44 million for H1 2025.
We have accumulated losses of approximately $339.1 million and $339.4 million as of June 30, 2026 and June 30, 2025, respectively. Our cash and cash equivalents balance was $2.09 million and $4.88 million as of June 30, 2026 and June 30, 2025, respectively.
On August 25, 2026, we entered into a securities purchase agreement with certain investors for the issuance and sale of 8,990,317 Ordinary Shares at a purchase price of $1.446 per share in a private placement, for aggregate gross proceeds of approximately $13.0 million. On August 26, 2026, we entered into an additional securities purchase agreement for the issuance and sale of an additional 1,027,397 Ordinary Shares at a purchase price of $1.46 per share, for aggregate gross proceeds of approximately $1.5 million, bringing total gross proceeds from the private placement transaction to approximately $14.5 million. In addition, while one investor had agreed to purchase 2,047,668 Ordinary Shares, we agreed that in lieu of purchasing Ordinary Shares, the investor would purchase pre-funded warrants to purchase 2,047,668 Ordinary Shares. The pre-funded warrants have an exercise price of $0.001 per Ordinary Share and shall remain outstanding until the pre-funded warrants are exercised in full. In connection with the offering, each of the investors also entered into a lock-up agreement pursuant to which they agreed not to transfer the securities purchased in the offering for a period of 180 days from the closing date. We intend to use the net proceeds for working capital and general corporate purposes, including the expansion of our operations in the GCC, the United Kingdom and the United States.
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 expansion 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. As of June 30, 2026, we had $0.1 million drawn down from this credit facility (versus approximately $0.01 million in H1 2025). In September 2026, we announced that HSBC increased the limit on the working capital facility by 110%, to $1.4 million.
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 of Directors to purchase $4.7 million of our Ordinary Shares. Under the Securities Purchase Agreement, the investors agreed to purchase 981,211 of our Ordinary Shares, or pre-funded warrants in lieu thereof, at a purchase price of $4.79 per share. 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 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.
Subsequently, 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 Ordinary Shares at a purchase price of $4.79 per share. Such offering resulted in gross proceeds to the Company of $2.0 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.
Our cash and cash equivalents consist primarily of cash held with banks or other financial institutions, which 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 Report. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, and 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 $100,000,000 of our Ordinary Shares, warrants or units comprising a combination of Ordinary Shares and warrants. As of the date of thereof, we have not sold any Ordinary Shares under the registration statement on Form F-3.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
For the period ended June 30
($million)
2026
2025
Cash flow from/(used in):
Operating Activities
(2.02)
(0.25)
Investing Activities
(0.29)
—
Financing Activities
(0.02)
1.76
Effect of exchange rate changes on cash and cash equivalents*
—
(1.59)
Net increase/(decrease) in cash and cash equivalents
(2.33)
(0.08)
*Amount is less than $10,000
Operating Activities
During H1 2026, net cash used in operating activities was approximately $2.02 million, primarily consisting of loss before tax of approximately $0.52 million, adjusted for non-cash items of approximately $0.38 million. These adjustments mainly reflected the charge for provision for expected credit losses of approximately $0.24 million, depreciation of property and equipment and right-of-use assets and amortization of intangible assets totaling approximately $0.20 million, share-based payment charges and other non-cash items of approximately $0.08 million and the provision for employees’ end of service benefits of approximately $0.03 million, partially offset by the non-cash gain on the change in fair value of financial liabilities of approximately $0.18 million. Net impact from changes in working capital decreased operating cash flows by approximately $1.88 million, primarily driven by an increase in trade and other receivables of approximately $1.51 million, reflecting the growth in revenue and the timing of collections from enterprise customers, principally in the UAE, and an increase in prepaid expenses and other current assets of approximately $0.28 million, mainly withholding tax receivables, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.04 million and an increase in current tax liabilities of approximately $0.32 million.
During H1 2025, net cash used in operating activities was approximately $0.25 million, primarily consisting of profit before tax of approximately $0.44 million, adjusted for non-cash items of approximately $1.26 million. These adjustments mainly reflected depreciation of right-of-use assets and intangible assets, provision for employees’ end of service benefits, and a change in fair value of financial liabilities, partially offset by other non-cash income. Net impact from changes in working capital decreased operating cash flows by approximately $1.51 million, primarily driven by an increase in trade and other receivables of approximately $1.86 million and an increase in prepaid expenses and other current assets of approximately $0.01 million, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.13 million and an increase in current tax liabilities of approximately $0.23 million.
Investing Activities
During H1 2026, net cash used in investing activities was approximately $0.29 million, primarily consisting of capitalized development expenditure on our technology platform of approximately $0.27 million, recognized as intangible assets under construction, and the purchase of property and equipment of approximately $0.01 million.
During H1 2025, we had minimal cash flows used in investing activities.
Financing Activities
During H1 2026, net cash used in financing activities was approximately $0.02 million, primarily consisting of payments of finance lease liabilities, net of accretion, of approximately $0.29 million, partially offset by proceeds from a short-term bank loan drawn in Egypt of approximately $0.27 million.
During H1 2025, we had a $2.0 million inflow from our private placement offering as explained in this Report under Item B. “Liquidity and Capital Resources”, which was offset by a $0.24 million outflow pertaining to paying our finance lease liabilities, net of accretion.
Holding Company Structure and Dividends
Swvl Holdings Corp is a holding company without substantive business operations. Swvl Holdings Corp conducts its 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 H1 2026, we incurred capital expenditure of approximately $0.29 million, consisting of approximately $0.27 million of capitalized development costs relating to our technology platform (recognized as intangible assets under construction) and approximately $0.01 million for the purchase of property and equipment, primarily information technology equipment and office furniture in Egypt.
During H1 2025 we did not incur any capital expenditure other than the purchase of information technology equipment.
Our historical capital expenditures are primarily related to additions and purchases of property and equipment, which included the purchase of fixtures and furniture, leasehold improvements and employee laptops. While we are an asset-light business, we expect to moderately increase our capital expenditures to meet the expected growth in scale of our business and as we expand geographically and bolster our existing offerings.
Indebtedness
The Group does not currently have any long-term loans or convertible debts outstanding.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of June 30, 2026.
Payments Due by Period
($million)
<1 year
1-5 years
>5 years
Total
Lease Liabilities Commitments
0.28
0.90
—
1.18
Deferred purchase price
0.70
—
—
0.70
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 our 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” in our Annual Report.
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. The Company derives its revenue principally from end-users who use the Swvl platform to access routes predetermined by the Company. Revenue for transport represents the gross amount of fares charged to the end-user for these services. The sole performance obligation of the Company is to provide transportation services to the end-users by integrating the use of the Swvl 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). The Company recognizes 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 transfer the due consideration to the Company.
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 are the agent in the transaction (net). The Company considers itself 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 the Company with a distinct goods or services against these promotions and discounts, the Company deducts the amount of these promotions and discounts from the transaction price when recognizing revenue.
●
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 the Swvl application after the completion of the first trip which 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 the Swvl 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 the Company 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 British Virgin Islands, our profits from operations are not subject to taxation. However, certain subsidiaries of ours are based in taxable jurisdictions such as Egypt, 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.
Risk Factors
In addition to the other information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition, or future results.
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EX-99.3
4
swvl-ex99d3.htm
EX-99.3
Exhibit 99.3
Investor Update H1 2026
Disclaimer
This presentation may contain “forward-looking statements” which include, but are not limited to, statements regarding future events and other statements that are not historical facts. Forward-looking statements are
generally accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. For example, Swvl Holdings Corp (“Swvl”) is using forward-looking statements when it discusses the benefits and uses of its
products and platform; its product and market growth potential; that by prioritizing recurring revenue, it aims to set a foundation for predictable and profitable growth while reducing the impact of market seasonality; and
that it continues to aim at expanding its dollar-pegged revenue to reduce its exposure to volatility in foreign currencies. These statements are based on the current expectations of Swvl’s management and are not
predictions of actual performance. These forward-looking statements must not be relied on by any investor as a guarantee, assurance, prediction, or definitive statement of fact or probability.
Actual results and outcomes could differ materially for a variety of reasons, including, among others, general economic, political and business conditions; the ability of Swvl to execute its growth strategy, manage growth
profitably and retain its key employees; competition with other companies in the mobility industry; Swvl’s limited operating history and lack of experience as a public company; recent implementation of certain policies and
procedures to ensure compliance with applicable laws and regulations, including with respect to anti-bribery, anti-corruption, and cyber protection; the risk that Swvl is not able to execute its portfolio optimization plan; the
risk that Swvl is unable to attract and retain consumers and qualified drivers and other high quality personnel; the risk that Swvl is unable to protect and enforce its intellectual property rights; the risk that Swvl is unable to
determine rider demand to develop new offerings on its platform; the difficulty of obtaining required registrations, licenses, permits or approvals in jurisdictions in which Swvl currently operates or may in the future operate;
the fact that Swvl currently operates in and intends to expand into jurisdictions that are, or have been, characterized by political instability, may have inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect foreign investment or involvement; the risk that Swvl’s drivers could be classified as employees, workers or quasi-employees in the jurisdictions they operate;
the fact that Swvl has operations in countries known to experience high levels of corruption and is subject to territorial anti-corruption laws in these jurisdictions; the ability of Swvl to maintain the listing of its securities on
Nasdaq; Swvl’s acquisitions may not be beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the diversion of management’s attention from its existing business, among other
things; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission.
The foregoing list of risk factors is not exhaustive. There may be additional risks that Swvl presently does not know or that Swvl currently believes are immaterial that could also cause actual results to differ from those
contained in forward-looking statements. In addition, forward-looking statements provide Swvl’s expectations, plans or forecasts of future events and views as of the date of this communication. Swvl anticipates that
subsequent events and developments will cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
1/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Business at a Glance
One platform, complete control, measurable ROI — route-optimization software (SaaS) paired with end-to-end managed mobility (MaaS).
Rider app, operator dashboard &
captain app
Mobility
Interface Suite
Driver vetting, geo-monitoring, incident
reporting
Safety, Compliance
& Monitoring
Vehicle rostering, smart dispatch, max
utilization
Fleet Management
System
SaaS / white-label API, identity & access
control
Platform &
Integrations
KPIs, SLA tracking, cost-per-ride analytics
Data & Business
Intelligence
2/
Education
Hubs
BPO &
Call Center
Corporate
Offices
Warehouses
& Logistics
City to City
Travelers
Manufacturing
& Industrial
Hospitals
& Healthcare
Shuttle &
Feeder Networks
Route design & network planning · captain
onboarding · analytics & SLA reporting
Asset-light vehicle sourcing · on-ground
QA · integrated Apps · 24/7 support
Route optimization, demand prediction,
dynamic pricing
AI & Network
Intelligence
Platform Capabilities
Software (SaaS)
Managed Mobility (MaaS)
Delivery Model
SLA - Service level agreement defining metrics, performance standards and expectations of service being provided by the supplier to the customer
API - Application Programming Interface which are a set of rules and protocols that enable software applications to communicate with each other
SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1 2026: results
Dollar
Pegged-Revenue
44%
Dollar-pegged revenue reached 44% of total
revenue, up from 34% in H1'25.
Revenue
Growth
59%
Revenue grew to $16.22M, up from
$10.19M in H1'25.
Recurring
Revenue
88%
Recurring revenue reached 88% of total
revenue, up from 85% in H1'25
Gross
Profit
35%
Gross profit expanded to $2.95M, up from $2.19M
in H1'25.
Net
Dollar Retention
123%
Net dollar retention of 123% reflects expansion
of H1'25 corporate clients into H1'26, net of churn
(H1'25: 118%)
Operating
Loss
$0.57M
Operating loss $0.57M vs $0.42M in H1'25;
margin -3.5% vs -4.1% (+0.6pp)
Six months ended June 30 2026, versus, June 30 2025
Compounding revenue growth with improving operating Margin. Swvl grew revenue by 59% in H1
2026 over H1 2025, with Dollar Pegged Revenue reaching 44% of total revenue.
3/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Please see definitions in slide number 24.
H1'24 H1'25 H1'26
Financial Performance
Revenue Gross Profit
$16.22M
$10.19M
$8.07M
26%
59%
26%
35%
H1'24 H1'25 H1'26
$1.74M
$2.95M
$2.19M
4/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Higher Quality of Revenue: Recurring vs Transactional
5/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Recurring Revenue Transactional Revenue
74%
26%
H1'24
85%
15%
H1'25
88%
12%
H1'26
Recurring Contract-Based Revenue Focus
Swvl’s recurring revenue comes in the
form of enterprise contracts that
usually range from 1 to 5 years.
By prioritizing recurring revenue over
transactional revenue, Swvl aims to set
a foundation for predictable and
profitable growth while reducing the
impact of market seasonality.
Higher Quality of Revenue: Dollar Pegged Revenue
6/
Dollar-Pegged
Revenue Focus
Swvl continues to focus on dollar
pegged revenue across its
operating geographies.
In H1 2026 our dollar pegged
revenue as a share of total revenue
reached 44%, up from 34% in H1
2025. We continue to aim at
expanding our dollar-pegged
revenue to reduce our exposure to
volatility in foreign currencies.
Dollar-Pegged Revenue as a Percentage of Total Revenue
H1'24 H1'25 H1'26
18%
34%
44%
SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Revenue Bridge
Revenue walk, H1'25 → H1'26 ($ millions)
$10.19M
+$2.35M
+$3.68M $16.22M
7/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
61%
39%
H1'25
Revenue
Egypt GCC H1'26
Revenue
(+$3.68M, +107% YoY Growth)
GCC delivered
(+$2.35M, +35% YoY Growth)
Egypt delivered
of the growth
of the growth
Cost Structure & OpEx Efficiency
Swvl’s operating leverage allows it to grow revenue faster than opex. During the last three half-year results,
operating expenses as a percentage of revenue has dropped from 67.7%, to 28.6%, to 25%.
H1'24 H1'25 H1'26
67.7%
28.6% 25.0%
● OpEx % of revenue
Revenue Operating Expenses
$8.07M
$5.46M
Revenue Operating Expenses
$10.19M
$2.91M
Revenue Operating Expenses
$16.22M
$4.05M
8/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Opearing expenses include General and Administrative, and Selling and Marketing expenses.
From Revenue to Operating Result
H1 2026 income statement bridge ($ millions)
$16.22M −$13.28M
$2.95M
+$0.78M -$0.57M
GM 18.2%
Total expenses include General and Administrative, Selling and Marketing and Expected Credit Losses.
9/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
-$4.29M
Revenue Cost of Sales Gross Profit Expenses Other Income Operating Loss
Approximately 50% pertain to
supplier discounts/waivers on
cost of goods sold; and the
remaining generated from rental
income.
Cash Flow from Operations
Net cash used in operating activities, what drove H1'26 ($ millions)
H1'26 operating cash flow build-up
-$0.52M
$0.38M -$0.14M -$1.96M
-$0.28M $0.36M
10/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
-$2.02M
Loss Non-cash
Adjustments
Pre-WC
CF
Receivables Prepayments Payables
& taxes
Net cash
Cash Flow
Analysis
Operating cash flow before
working capital was close to
breakeven at -$0.14M; with
changes in working capital
(particularly changes in
Accounts Receivables)
explaining nearly all of the
outflow.
The main driver is UAE receivables
rising, in step with triple-digit year-on-year growth in the UAE.
Gross Margin Walk
Gross margin H1'25 → H1'26
21.5%
0.8pp −0.4pp
−3.7pp
18.2%
11/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 GM Market mix Egypt Margin GCC Margin H1'26 GM
Gross Margin
Analysis
GCC contribution to group margin
reduced by 3.7 percentage points while
revenue grew 107%. While Egypt’s
contribution to group margin reduced by
0.4pp while revenue grew 35%.
The reduction in GCC is mainly on
account of new enterprise contracts in the
UAE typically launching at lower margins
and as the accounts mature, we optimise
routing, utilisation and pricing, which
expands margin percentage over time.
Liquidity
Cash bridge, 31 Dec 2025 → 30 Jun 2026 → post-period financing ($ millions)
$4.41M
Cash
31 Dec 2025
-$2.02M
Operating
-$0.29M
Investing
-$0.02M
Financing
+$0.01M
FX
$2.09M
Cash
30 Jun 2026
+$14.50M
PIPE Transaction
(Aug 2026)
$16.59M
Post-period
Financing
12/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Cash Analysis
During H1 2026, the business used
approximately $2.02 million of cash in
operations, primarily driven by an
increase in receivables in our UAE
market and an overall increase in
receivables due to the growing
revenue figures, such receivables are
in the ordinary course of business.
We closed H1 2026 with approximately
$2.09 million of cash and cash
equivalents, and subsequently closed
$14.5 million in a private placement
during August 2026
Geography deep dive
13/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Revenue by Geographical Location
Egypt
H1'25 H1'26
$6.75M $9.10M
$3.44M $7.12M
$10.19M $16.22M
GCC
Total
35%
107%
59%
GCC: Gulf Cooperation Council
14/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 H1'26
H1'25 H1'26
Commercial Highlights | Egypt
29%
Revenue Gross Profit
35%
$6.75M
$9.10M
$1.65M
$1.28M
Egypt revenue +35% YoY from
$6.75M to $9.10M. Gross profit
grew by 29%, expanding from
$1.28M to $1.65M.
Swvl continued to deepen its
footprint in Egypt, the
company's most mature
market, through profitable
scale ups across both B2B and
B2C verticals
Market
Highlight
15/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 H1'26
H1'25 H1'26
Commercial Highlights | GCC
42%
Revenue Gross Profit
107%
$3.44M
$7.12M
$1.29M
$0.91M
The GCC market delivered exceptional
growth in H1 2026, with revenue growing
107% YoY from $3.44M to $7.12M. Gross
profit increased by 42% growing from
$0.91M to $1.29M.
While overall gross profit increased, our
gross margin in the UAE has declined.
This is on account of new enterprise
contracts typically launch at lower
margins and as the accounts mature, we
optimise routing, utilisation and pricing,
which expands margin percentage over
time.
Market
Highlight
16/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Appendix 1:
Condensed interim consolidated statement of comprehensive profit or loss
17/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Continuing operations
Revenue 16,223,166 10,189,069
Cost of sales (13,277,164) (8,000,885)
Gross income 2,946,002 2,188,184
General and administrative expenses (3,737,461) (2,898,277)
Selling and marketing costs (314,525) (12,831)
Charge for provision for expected credit losses (241,661) —
Other expenses — (127,500)
Other income 777,532 434,165
Operating loss (570,113) (416,259)
Change in fair value of financial liabilities 179,402 836,384
Finance income 37,041 106,913
Finance cost (166,512) (94,838)
(Loss)/profit before tax from continuing operations (520,182) 432,200
Income tax (expense)/benefit — —
(Loss)/profit for the period from continuing operations (520,182) 432,200
18/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Discontinued operations
Profit/(loss) for the period from discontinued operations — —
(Loss)/profit for the period (520,182) 432,200
Attributable to:
Equity holders of the Parent Company (520,182) 432,200
Non-controlling interests — —
(520,182) 432,200
Profit/(loss) per share attributable to equity holders of the Parent Company
Basic (0.05) 0.04
Diluted (0.05) 0.04
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax (183,056) (1,400,601)
Total comprehensive loss for the period (703,238) (968,401)
Attributable to:
Equity holders of the Parent Company (703,238) (968,401)
Non-controlling interests — —
Appendix 1:
Condensed interim consolidated statement of comprehensive profit or loss
Continued
19/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
ASSETS
Non-current assets
Property and equipment 219,796 281,312
Intangible assets 939,055 684,441
Right-of-use assets 978,452 1,110,717
Deferred tax assets 5,309,288 5,486,804
7,446,591 7,563,274
Current assets
Prepaid expenses and other current assets 2,041,556 1,806,567
Trade and other receivables 7,844,681 6,256,738
Cash and cash equivalents 2,089,313 4,414,456
11,975,550 12,477,761
Assets classified as held for sale — —
Total assets 19,422,141 20,041,035
Appendix 2:
Condensed interim consolidated statement of financial position
20/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
EQUITY
Share capital 24,910 24,910
Share premium 354,179,329 354,179,329
Employee share scheme reserve 730,488 661,495
Foreign currency translation reserve (16,505,273) (16,247,136)
Reserve of disposal groups classified as held for sale 2,369,537 2,294,456
Other reserves 3,534,927 3,534,927
Accumulated losses (339,052,501) (338,532,319)
Equity attributable to equity holders of the Parent Company 5,281,417 5,915,662
Non-controlling interests (2,970,273) (2,970,273)
Total equity 2,311,144 2,945,389
Appendix 2:
Condensed interim consolidated statement of financial position
Continued
21/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
LIABILITIES
Non-current liabilities
Provision for employees' end of service benefits 180,279 145,681
Derivative warrant liabilities 223,994 400,806
Accounts payable, accruals and other payables — 16,867
Lease liabilities 896,344 1,002,733
1,300,617 1,566,087
Current liabilities
Accounts payable, accruals and other payables 8,978,726 8,710,335
Deferred purchase price 701,596 694,134
Other tax liabilities 1,921,317 1,640,682
Lease liabilities 278,653 479,240
11,880,292 11,524,391
Liabilities directly associated with assets classified as held for sale 3,930,088 4,005,168
Total liabilities 17,110,997 17,095,646
Total equity and liabilities 19,422,141 20,041,035
Appendix 2:
Condensed interim consolidated statement of financial position
Continued
22/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
(Loss)/profit before tax from continued operations (520,182) 432,200
Profit before tax from discontinued operations — —
(Loss)/profit for the period before tax (520,182) 432,200
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment 74,811 —
Depreciation of right-of-use assets 113,177 58,297
Amortization of intangible assets 15,860 15,594
Other non-cash loss/(income) 79,045 (90,910)
Change in fair value of financial liabilities (179,402) 836,384
Provision for employees’ end of service benefits 34,598 12,391
Charge for provision for expected credit losses 241,661 —
(140,432) 1,263,956
Changes in working capital:
Trade and other receivables (1,957,276) (1,864,435)
Prepaid expenses and other current assets (283,053) (12,330)
Accounts payable, accruals and other payables 39,902 129,153
Other tax liabilities 322,426 233,546
Net cash flows used in operating activities (2,018,433) (250,110)
Appendix 3:
Condensed interim consolidated statement of cash flows
23/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Cash flows from investing activities
Development expenditure (intangible assets) (273,499) —
Purchase of property and equipment (13,581) (2,950)
Net cash flows used in investing activities (287,080) (2,950)
Cash flows from financing activities
Proceeds from issuance of share capital — —
Proceeds from issuance of other instruments — 2,000,000
Repayment of loan from related party — —
Proceeds from bank loan 267,010 —
Finance lease liabilities paid, net of accretion (287,695) (236,844)
Net cash flows (used in) /generated from financing activities (20,685) 1,763,156
Net increase/(decrease) in cash and cash equivalents (2,326,198) 1,510,096
Cash and cash equivalents at the beginning of the period 4,414,456 4,958,983
Effects of exchange rate changes on cash and cash equivalents 1,055 (1,592,096)
Cash and cash equivalents at the end of the period 2,089,313 4,876,983
Appendix 3:
Condensed interim consolidated statement of cash flows
Continued
Definitions
Term Definition
Dollar-Pegged Revenue Revenue generated in currencies pegged to the US Dollar, i.e. all revenue generated outside Egypt. Egypt (EGP) revenue is non-dollar-pegged.
Dollar-Pegged Revenue % Dollar-Pegged Revenue as a percentage of total revenue for the period.
Recurring Revenue Revenue from contract-based operations with corporate customers — all revenue other than Transactional Revenue.
Transactional Revenue Revenue from individual riders (B2C) in Egypt.
Recurring Revenue % Recurring Revenue as a percentage of total revenue for the period.
Net Dollar Retention
Revenue in H1 2026 from corporate clients that generated revenue in H1 2025, divided by those clients' H1 2025 revenue — i.e. expansion net of
contraction and churn, excluding clients acquired after H1 2025. Calculated in USD at period-average FX rates.
Gross Profit Revenue less cost of sales.
Gross Profit Margin Gross profit as a percentage of revenue.
OpEx Operating expenses, consisting of general & administrative (G&A) and selling & marketing (S&M) expenses.
Operating Profit / (Loss) Gross profit less G&A, S&M and expected credit loss charges, plus other income.
GCC Gulf Cooperation Council — KSA, UAE and Kuwait operations.
H1'24 / H1'25 / H1'26 The six-month periods ended 30 June 2024, 2025 and 2026 respectively.
Q1'26 / Q2'26 The three-month periods ended 31 March 2026 and 30 June 2026 respectively.
M / K Amounts presented in millions / thousands of US dollars.
24/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
----- swvl-ex99d4.htm -----
EX-99.4
5
swvl-ex99d4.htm
EX-99.4
Exhibit 99.4
Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%
Revenue grew 59% year-over-year to $16.2 million; GCC revenue more than doubled (+107%)
Gross profit grew 35% year-over-year to $2.9 million
Operating margin improved to (3.5%) from (4.1%) as operating expenses fell to 25% of revenue from 29%
Recurring revenue rose to 88% of total revenue; dollar-pegged revenue reached 44% of revenue (+107%)
Net Dollar Retention of 123%
Q2 2026 revenue of $7.99 million, up 51% year-over-year
Subsequent to period end, $14.5 million gross private placement signed in August 2026
DUBAI, United Arab Emirates, October 8, 2026 (GLOBE NEWSWIRE) -- Swvl Holdings Corp (“Swvl” or the “Company”, and together with the Company’s subsidiaries, the “Group”) (NASDAQ: SWVL), a leading provider of technology-enabled mass mobility solutions for enterprises and governments, today announced its financial results for the six months ended June 30, 2026 (“H1 2026”).
Swvl sustained its growth trajectory through the first half of the year, growing H1 2026 revenue by 59% to $16.2 million compared to $10.2 million for the six months ended June 30, 2025 (“H1 2025”). Growth was led by the Gulf Cooperation Council (“GCC”), where revenue increased by 107% in H1 2026 over H1 2025, and continued expansion in Egypt. The Group’s revenue base continues to shift increasingly towards being recurring and dollar-pegged.
Operating leverage continued to build. While operating expenses increased in H1 2026 from H1 2025, operating expenses declined to 25% of revenue in H1 2026 from 29% in H1 2025, and the operating margin improved to (3.5%) in H1 2026 from (4.1%) in H1 2025, even as the Company absorbed start-up costs in new markets, and higher sales and marketing investment. Consolidated net dollar retention of 123% reflected continued expansion within the Company’s existing customer base.
H1 2026 Financial Highlights
•
Revenue: $16.2 million, up 59% year-over-year from $10.2 million
•
Gross profit: $2.9 million, up 35% year-over-year from $2.2 million; gross margin of 18.2% in H1 2026 (vs 21.5% in H1 2025), reflecting a higher UAE revenue mix
•
Operating loss of $0.57 million in H1 2026 vs $0.42 million in H1 2025; operating margin improved to (3.5%) from (4.1%)
•
GCC revenue: $7.1 million in H1 2026, up 107% year-over-year from $3.4 million in H1 2025
•
Egypt revenue: $9.1 million in H1 2026, up 35% year-over-year from $6.8 million in H1 2025
•
Recurring revenue: $14.2 million in H1 2026, up 64% year-over-year from $8.68 million in H1 2025; 88% of total revenue (vs 85% in H1 2025)
•
Dollar-pegged revenue: $7.1 million in H1 2026, up 107% year-over-year from $3.4 million in H1 2025; 44% of total revenue (vs 34% in H1 2025)
•
Consolidated Net Dollar Retention: 123%
•
Operating expenses (general and administrative (G&A) and sales and marketing (S&M)): $4.1 million in H1 2026, equal to 25% of revenue in H1 2026, down from 29% of revenue in H1 2025
Revenue Performance
Revenue increased 59% to $16.2 million in H1 2026 from $10.2 million in H1 2025, with growth contributed by both of the Company’s core markets. The GCC was the primary driver, more than doubling year-over-year, while Egypt grew 35%. In addition, second-quarter 2026 revenue was $8.0 million as compared to $5.28 million in the second quarter 2025, up 51% year-over-year.
Recurring revenue grew 64% from $8.68 million in H1 2025 to $14.2 million in H1 2026, and represented 88% of total revenue, in comparison to 85% in H1 2025. Transactional revenue was $2.0 million, or 12% of total revenue in H1 2026, in comparison to
$1.5 million, or 15% of total revenue in H1 2025. The Company’s enterprise-first strategy continues to drive longer-duration contracts, higher average revenue per account, and more predictable revenue streams.
Revenue Quality Metrics
Recurring Revenue:
recurring revenue represented 88% of total revenue in H1 2026, in comparison to 85% in H1 2025. Long-term enterprise contracts continued to provide predictable cash flows and reduce the impact of seasonality.
Dollar-Pegged Revenue:
dollar-pegged revenue grew 107% to $7.1 million and represented 44% of total revenue, in comparison to 34% in H1 2025. Continued expansion in the GCC and the launch of the United States and United Kingdom are expected to continue shifting the revenue base toward hard-currency earnings and reducing foreign currency exchange exposure.
Net Dollar Retention (“NDR”):
consolidated NDR was 123%, indicating that existing customers expanded their spend with Swvl year-over-year. We view this metric as reflecting strong product-market fit and the Company’s ability to grow within its installed customer base without incremental acquisition costs.
Operating Expense Discipline
Operating Expenses
(G&A and S&M combined) were $4.1 million in H1 2026, compared to $2.9 million in H1 2025, an increase of 39% against revenue growth of 59%. As a percentage of revenue, operating expenses decreased from 29% to 25%, underscoring the operating leverage in Swvl’s business model as it scales.
General and Administrative Expenses
increased by 29% to $3.7 million, compared to $2.9 million in H1 2025, however, G&A has decreased as a percentage of revenue from 28.6% in H1 2025, to 25% in H1 2026. The increase in expense is driven primarily by staff costs of $2.5 million in H1 2026 as compared to $1.5 million in H1 2025, as the Company started to build out teams for its expansion and product plans. This was partly offset by a 59% reduction in professional fees from $0.66 million in H1 2025 to $0.27 million in H1 2026.
Selling and Marketing Expenses
were $0.31 million in H1 2026, compared to $0.01 million in H1 2025, as the Company invested in its commercial team to support GCC and new-market expansion.
Balance Sheet and Liquidity
Cash and cash equivalents were $2.1 million at June 30, 2026, compared to $4.4 million at December 31, 2025. Net cash used in operating activities was $2.0 million, driven principally by a $1.9 million increase in trade and other receivables as revenue scaled, with the UAE accounting for the majority of the increase.
Subsequent to period end, on August 25 and 26, 2026, the Company entered into securities purchase agreements for the issuance and sale of an aggregate of 10,017,714 Class A Ordinary Shares in private placement transactions for aggregate gross proceeds of approximately $14.5 million, materially strengthening the Company’s liquidity position.
Mostafa Kandil, Chief Executive Officer of Swvl, commented:
“H1 2026 delivered 59% revenue growth, with the GCC revenue more than doubling and our revenue base now 88% recurring and 44% dollar-pegged. With the $14.5 million private placements signed in August 2026, we believe that we have the capital to scale across the GCC, the United Kingdom and the United States while continuing to drive toward sustained operating profitability.”
Ahmed Misbah, Chief Financial Officer of Swvl, added:
“Revenue grew 59% while operating expenses grew 39%, taking operating expenses down to 25% of revenue from 29% and improving operating margin despite absorbing new-market and ramp-up costs. Net dollar retention of 123% and recurring revenue of 88% give us a predictable base to build on.”
Financial Summary:
For H1 2026, Swvl reported revenue of $16.2 million (up 59% from $10.2 million in H1 2025), gross profit of $2.9 million (up 35%), and an operating loss of $0.6 million (vs $0.4 million). Operating expenses were $4.1 million, equal to 25% of revenue, down from 29%. GCC revenue grew 107% to $7.1 million, while Egypt revenue grew 35% to $9.1 million. Recurring revenue represented 88% of total revenue and dollar-pegged revenue represented 44%. Consolidated net dollar retention was 123%. The Company announced $14.5 million in gross proceeds from private placement transactions executed in August 2026.
Forward-Looking Statements:
This press release contains “forward-looking statements” relating to future events. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding future events and other statements that are not historical facts. For example, Swvl is using forward-looking statements when it discusses that the Group’s revenue base continues to shift increasingly towards being recurring and dollar-pegged, that it views the NDR metric as reflecting strong product-market fit and its ability to grow within its installed customer base without incremental acquisition costs, that its operating expenses as a percentage of revenue underscores the operating leverage in its business model as it scales, its belief that it has the capital to scale across the GCC, the United Kingdom and the United States while continuing to drive toward sustained operating profitability. These statements are based on the current expectations of Swvl’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl. These statements are subject to a number of risks and uncertainties regarding Swvl’s business, and actual results may differ materially. In particular, the financial results presented herein are unaudited interim results and remain subject to year-end audit adjustments.
In addition, forward-looking statements provide Swvl’s expectations, plans, or forecasts of future events and views as of the date of this communication. Swvl anticipates that subsequent events and developments could cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon any forward-looking statements. Except as otherwise required by law, Swvl undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website, www.sec.gov, and in subsequent SEC filings.
About Swvl
Swvl Holdings Corp (NASDAQ: SWVL) is a leading provider of technology-driven mobility solutions for enterprises and governments. Its platform leverages real-time data, adaptive networks, and advanced technology to deliver safer, more reliable, and sustainable transportation solutions. Swvl serves corporate clients, government institutions, schools, and healthcare providers across Egypt, the Kingdom of Saudi Arabia, the UAE, Kuwait, Qatar, the United Kingdom, and the United States. For more information, visit www.swvl.com.
Contact:
Investor relations:
ir@swvl.com
Ahmed Misbah, CFO of Swvl: ahmed.misbah@swvl.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41339
Swvl Holdings Corp
The Offices 4, One Central
Dubai World Trade Centre
Dubai, United Arab Emirates
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
☒
Form 40-F
☐
CONTENTS
Interim Financial Statements
This Report of Foreign Private Issuer on Form 6-K consists of Swvl Holdings Corp (“Swvl”): (i) Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026, which are attached hereto as Exhibit 99.1; (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operation as of and for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2; (iii) an investor presentation, which is attached hereto as Exhibit 99.3; and (iv) press release titled: “Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%”, which is attached hereto as Exhibit 99.4.
Exhibits 99.1, 99.2. and 99.4 are incorporated by reference into Swvl’s Registration Statement on
Form F-3 (Registration No. 333-279918)
and
Form S-8 (Registration No. 333-265464)
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit
Description of Exhibit
99.1
Swvl’s Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026.
99.2
Swvl’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026.
99.3
Investor presentation
99.4
Press Release titled: “Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%.”
101
The following financial information from the Registrant’s Interim Condensed Financial Statements as of June 30, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Statements of Financial Position, (ii) Interim Condensed Statements of Comprehensive Loss, (iii) Interim Condensed Statements of Changes in Shareholders’ Equity; (iv) Interim Condensed Statements of Cash Flows, and (v) Notes to the Unaudited Interim Condensed Financial Statements.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SWVL HOLDINGS CORP
Date: October 8, 2026
By:
/s/ Mostafa Kandil
Name:
Mostafa Kandil
Title:
Chief Executive Officer
----- swvl-20260630xex99d1.htm -----
Table of Contents
Exhibit 99.1
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated financial statements
(unaudited)
For the six-month periods ended 30 June 2026 and 2025
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated financial statements
(unaudited)
For the six-month periods ended 30 June 2026 and 2025
Page(s)
Condensed interim consolidated statement of financial position
2
Condensed interim consolidated statement of comprehensive profit or loss
3
Condensed interim consolidated statement of changes in equity
4
Condensed interim consolidated statement of cash flows
5
Notes to the condensed interim consolidated financial statements
6
-
18
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of financial position – As of 30 June 2026
(All amounts are shown in USD unless otherwise stated)
(Unaudited)
(Audited)
At 30 June
At 31 December
Note
2026
2025
ASSETS
Non-current assets
Property and equipment
4
219,796
281,312
Intangible assets
5
939,055
684,441
Right-of-use assets
978,452
1,110,717
Deferred tax assets
18
5,309,288
5,486,804
7,446,591
7,563,274
Current assets
Prepaid expenses and other current assets
6
2,041,556
1,806,567
Trade and other receivables
7
7,844,681
6,256,738
Cash and cash equivalents
8
2,089,313
4,414,456
11,975,550
12,477,761
Assets classified as held for sale
—
—
Total assets
19,422,141
20,041,035
EQUITY AND LIABILITIES
EQUITY
Share capital
9
24,910
24,910
Share premium
9
354,179,329
354,179,329
Employee share scheme reserve
10
730,488
661,495
Foreign currency translation reserve
(
16,505,273
)
(
16,247,136
)
Reserve of disposal groups classified as held for sale
2,369,537
2,294,456
Other reserves
3,534,927
3,534,927
Accumulated losses
(
339,052,501
)
(
338,532,319
)
Equity attributable to equity holders of the Parent Company
5,281,417
5,915,662
Non-controlling interests
(
2,970,273
)
(
2,970,273
)
Total equity/(deficit)
2,311,144
2,945,389
LIABILITIES
Non-current liabilities
Provision for employees' end of service benefits
180,279
145,681
Derivative warrant liabilities
223,994
400,806
Accounts payable, accruals and other payables
11
—
16,867
Lease liabilities
896,344
1,002,733
1,300,617
1,566,087
Current liabilities
Accounts payable, accruals and other payables
11
8,978,726
8,710,335
Deferred purchase price
12
701,596
694,134
Other tax liabilities
1,921,317
1,640,682
Lease liabilities
278,653
479,240
11,880,292
11,524,391
Liabilities directly associated with assets classified as held for sale
3,930,088
4,005,168
Total liabilities
17,110,997
17,095,646
Total equity and liabilities
19,422,141
20,041,035
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(2)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of comprehensive profit or loss - For the period ended 30 June 2026
(All amounts are shown in USD unless otherwise stated)
(Unaudited)
(Unaudited)
Note
2026
2025
Continuing operations
Revenue
13
16,223,166
10,189,069
Cost of sales
14
(
13,277,164
)
(
8,000,885
)
Gross income
2,946,002
2,188,184
General and administrative expenses
15
(
3,737,461
)
(
2,898,277
)
Selling and marketing costs
(
314,525
)
(
12,831
)
Charge for provision for expected credit losses
(
241,661
)
—
Other expenses
16
—
(
127,500
)
Other income
17
777,532
434,165
Operating loss
(
570,113
)
(
416,259
)
Change in fair value of financial liabilities
179,402
836,384
Finance income
37,041
106,913
Finance cost
(
166,512
)
(
94,838
)
(Loss)/profit before tax from continuing operations
(
520,182
)
432,200
Income tax (expense)/benefit
18
—
—
(Loss)/profit for the period from continuing operations
(
520,182
)
432,200
Discontinued operations
Profit/(loss) for the period from discontinued operations
—
—
(Loss)/profit for the period
(
520,182
)
432,200
Attributable to:
Equity holders of the Parent Company
(
520,182
)
432,200
Non-controlling interests
—
—
(
520,182
)
432,200
Profit/(loss) per share attributable to equity holders of the Parent Company
Basic
19
(
0.05
)
0.04
Diluted
19
(
0.05
)
0.04
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax
(
183,056
)
(
1,400,601
)
Total comprehensive loss for the period
(
703,238
)
(
968,401
)
Attributable to:
Equity holders of the Parent Company
(
703,238
)
(
968,401
)
Non-controlling interests
—
—
(
703,238
)
(
968,401
)
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(3)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of changes in equity – As of 30 June 2026
(All amounts are shown in USD unless otherwise stated)
Equity
Reserve for
Foreign
attributable to
Share-based
disposal
currency
equity holders
Non-
Share
Share
compensation
group held
translation
Other
Accumulated
of the Parent
controlling
Total
Note
capital
premium
reserve
for sale
reserve
reserve
losses
Company
interests
equity
As at 1 January 2025 (Audited)
24,746
353,883,768
564,127
2,372,514
(
16,603,786
)
1,886,000
(
339,845,041
)
2,282,328
(
2,970,273
)
(
687,945
)
Total comprehensive loss for the period
Profit for the period
—
—
—
—
—
—
432,200
432,200
—
432,200
Other comprehensive loss for the period
—
—
—
—
(
1,400,601
)
—
—
(
1,400,601
)
—
(
1,400,601
)
—
—
—
—
(
1,400,601
)
—
432,200
(
968,401
)
—
(
968,401
)
Issuance of shares
9
166
295,559
—
—
—
—
—
295,725
—
295,725
Employee share scheme reserve
10
—
—
67,502
—
—
—
—
67,502
—
67,502
Other reserves
—
—
—
—
—
2,000,000
—
2,000,000
—
2,000,000
As at 30 June 2025 (Unaudited)
24,912
354,179,327
631,629
2,372,514
(
18,004,387
)
3,886,000
(
339,412,841
)
3,677,154
(
2,970,273
)
706,881
As at 1 January 2026 (Audited)
24,910
354,179,329
661,495
2,294,456
(
16,247,136
)
3,534,927
(
338,532,319
)
5,915,662
(
2,970,273
)
2,945,389
Total comprehensive loss for the period
Loss for the period
—
—
—
—
—
—
(
520,182
)
(
520,182
)
—
(
520,182
)
Other comprehensive loss for the period
—
—
—
75,081
(
258,137
)
—
—
(
183,056
)
—
(
183,056
)
—
—
—
75,081
(
258,137
)
—
(
520,182
)
(
703,238
)
—
(
703,238
)
Issuance of shares
9
—
—
—
—
—
—
—
—
—
—
Other reserves
—
—
—
—
—
—
—
—
—
—
Employee share scheme reserve
10
—
—
68,993
—
—
—
—
68,993
—
68,993
As at 30 June 2026 (Unaudited)
24,910
354,179,329
730,488
2,369,537
(
16,505,273
)
3,534,927
(
339,052,501
)
5,281,417
(
2,970,273
)
2,311,144
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(4)
Table of Contents
Swvl Holdings Corp and its subsidiaries
Condensed interim consolidated statement of cash flows - For the period ended 30 June 202
6
(All amounts are shown in USD unless otherwise stated)
For the six-month period ended
30 June
(Unaudited)
(Unaudited)
2026
2025
(Loss)/profit before tax from continued operations
(
520,182
)
432,200
Profit before tax from discontinued operations
—
—
(Loss)/profit for the period before tax
(
520,182
)
432,200
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment
74,811
—
Depreciation of right-of-use assets
113,177
58,297
Amortization of intangible assets
15,860
15,594
Other non-cash loss/(income)
79,045
(
90,910
)
Change in fair value of financial liabilities
(
179,402
)
836,384
Provision for employees’ end of service benefits
34,598
12,391
Charge for provision for expected credit losses
241,661
—
(
140,432
)
1,263,956
Changes in working capital:
Trade and other receivables
(
1,957,276
)
(
1,864,435
)
Prepaid expenses and other current assets
(
283,053
)
(
12,330
)
Accounts payable, accruals and other payables
39,902
129,153
Other tax liabilities
322,426
233,546
Net cash flows used in operating activities
(
2,018,433
)
(
250,110
)
Cash flows from investing activities
Development expenditure (intangible assets)
(
273,499
)
—
Purchase of property and equipment
(
13,581
)
(
2,950
)
Net cash flows used in investing activities
(
287,080
)
(
2,950
)
Cash flows from financing activities
Proceeds from issuance of share capital
—
—
Proceeds from issuance of other instruments
—
2,000,000
Repayment of loan from related party
—
—
Proceeds from bank loan
267,010
—
Finance lease liabilities paid, net of accretion
(
287,695
)
(
236,844
)
Net cash flows (used in) /generated from financing activities
(
20,685
)
1,763,156
Net increase/(decrease) in cash and cash equivalents
(
2,326,198
)
1,510,096
Cash and cash equivalents at the beginning of the period
4,414,456
4,958,983
Effects of exchange rate changes on cash and cash equivalents
1,055
(
1,592,096
)
Cash and cash equivalents at the end of the period
2,089,313
4,876,983
op
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
(5)
Table of Contents
1
Establishment and operations
Swvl Holdings Corp (the “Parent Company”) (formerly known as “Pivotal Holdings Corp”) is a business company limited by shares incorporated under the laws of the British Virgin Islands and was registered on 23 July 2021. The registered office of the Company is at P.O. Box 173, Kingston Chambers, Road Town, Tortola, the British Virgin Islands.
The condensed interim consolidated financial statements as at and for the six-month period ended 30 June 2026 consist of the Parent Company and its subsidiaries (together referred to as the “Group”). The Group’s principal head office is located in The Offices 4, One Central, Dubai World Trade Centre, Street 1, Dubai, United Arab Emirates.
Swvl Inc. was founded on 17 May 2017. Swvl Holdings Corp was incorporated as a direct wholly-owned subsidiary of Swvl Inc. As a result of various legal entity reorganization transactions undertaken in March 2022, Swvl Holdings Corp became the holding company of the Group, and the then-stockholders of Swvl Inc. became the stockholders of Swvl Holdings Corp. Swvl Inc. is the predecessor of Swvl Holdings Corp for financial reporting purposes.
The Group operates multimodal transportation networks that offer access to transportation options through the Group’s platform and mobile-based application. The Group also licenses its technology to transport operators to manage their service. The Group operates a technology platform that uses a widespread transportation network. The Group uses leading technology, operational excellence and product expertise to operate transportation services on predetermined routes. The Group develops and operates proprietary technology applications supporting a variety of offerings on its platform (“platform(s)” or “Platform(s)”). The Group provides transportation services through contracting with other service providers (or transportation operators). Riders are collectively referred to as “end-user(s)” or “consumer(s)”. The drivers are referred to as “captain(s)”.
1.1
Consolidated subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed, or has right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
As of 30 June 2026, the Group still maintained control for all subsidiaries, however, certain subsidiaries were decided to be held for sale or to be discontinued, subsidiaries listed below will be presented with the same alignment.
i)
Continued operations
Country of
Legal ownership %
Principal
Company name
incorporation
30-Jun-26
31-Dec-25
business activities
Swvl Inc.
British Virgin Islands
100
%
100
%
Holding company
Swvl Group Corp
British Virgin Islands
100
%
100
%
Holding company
Swvl Holdco Corp
British Virgin Islands
100
%
100
%
Dormant entity
Pivotal Merger Sub Company I
Cayman Islands
100
%
100
%
Merger entity
Swvl Mobility Solutions Corp.
United States of America
100
%
100
%
Technology platform
Swvl for Smart Transport Applications and Services LLC
Egypt
99.80
%
99.80
%
Technology platform
Swvl Saudi for Information Technology
Kingdom of Saudi Arabia
100
%
100
%
Technology platform
Swvl Saudi Regional Headquarters
Kingdom of Saudi Arabia
100
%
100
%
Technology platform
Smart Mobility Solutions for Transportation Services (i)
Kingdom of Saudi Arabia
—
%
—
%
Technology platform
Swvl for Website Design Company (i)
Kuwait
—
%
—
%
Technology platform
Swvl for Mobility Solutions FZE (i)
United Arab Emirates
—
%
—
%
Technology platform
(6)
Table of Contents
1.1
Consolidated subsidiaries
(continued)
ii)
Discontinued operations
Country of
Legal ownership %
Principal
Company name
incorporation
30-June-26
31-Dec-25
business activities
Swvl NBO Limited
Kenya
100
%
100
%
Technology platform
Swvl Technologies Ltd.
Kenya
100
%
100
%
Technology platform
Smart Way Transportation LLC (ii)
Jordan
—
%
—
%
Technology platform
Swvl My For Information Technology SDN BHD
Malaysia
100
%
100
%
Technology platform
Viapool Inc.
Delaware, USA
51
%
51
%
Technology platform
Movilidad Digital SAS, a subsidiary of Viapool, Inc.
Argentina
51
%
51
%
Holding company
Viapool SRL, a subsidiary of Viapool, Inc.
Argentina
51
%
51
%
Technology platform
Viapool SPA, a subsidiary of Viapool, Inc.
Chile
51
%
51
%
Technology platform
Swvl Brasil Tecnologia LTDA, a subsidiary of Viapool, Inc.
Brazil
51
%
51
%
Technology platform
Door2Door GmbH, a subsidiary of Swvl Germany GmbH
Germany
100
%
100
%
Technology platform
Swvl Germany GmbH (formerly "Blitz B22-203 GmbH")
Germany
100
%
100
%
Holding company
The Group, in certain cases, 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 non-controlling interests. Legal ownership and beneficial ownership are the same except as indicated below.
(i)
The Parent Company’s subsidiary’s Swvl for Mobility Solutions FZE and Smart Mobility Solutions for Transportation Services were incorporated during the year ended 31 December 2024. Further, Swvl for Website Design Company was incorporated during the year ended 31 December 2025. The subsidiaries are currently legally owned by a member of the Group’s management and are in the process of a legal ownership transfer to the Group. The subsidiaries have been consolidated based on the beneficial ownership and effective control.
(ii)
The Parent Company’s subsidiary Smart Way Transportation LLC was incorporated during the year ended 31 December 2021. The subsidiary is currently legally owned by a member of the Group’s management. During 2022, the Group’s board of directors resolved to discontinue the subsidiary’s operations. As of 30 June 2026, the company is still in liquidation process. The subsidiary has been consolidated based on the beneficial ownership and effective control.
2
Basis of preparation
i)
Compliance with International Financial Reporting Standards (“IFRS”)
These condensed interim consolidated financial statements are for the six-month periods ended 30 June 2026 and 2025 and are presented in United States Dollars (“USD” or “$”), which is the functional currency of the Parent Company. They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’.
These condensed interim consolidated financial statements do not include all of the information required in annual consolidated financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2025. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
(7)
Table of Contents
2
Basis of preparation
(continued)
ii)
Historical cost convention
These condensed interim consolidated financial statements have been prepared under the historical cost convention except for the following:
-
Certain financial assets, derivative warrant liabilities, derivative liabilities, convertible notes, and earnouts liabilities that are measured at fair value.
-
Income and expenses that have been accounted for using the accrual basis.
The consolidated financial statements have been presented in US Dollars (“USD”, “$”) which is the reporting currency of the Group.
2.1
Going concern
These condensed interim consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will be able to discharge its liabilities in the ordinary course of business. The Group incurred a loss of $
520,182
for the six-month period ended 30 June 2026 (profit of $
432,200
for the six-month period ended 30 June 2025), had accumulated losses of $
339.1
million as at 30 June 2026 ($
338.5
million as at 31 December 2025), and had negative operating cash flows of $
2.0
million for the six-month period ended 30 June 2026 (negative operating cash flows of $
0.25
million for the six-month period ended 30 June 2025). Notwithstanding these results, Management believes there are no events or conditions that give rise to doubt the ability of the Group to continue as a going concern for a period of twelve months after the preparation of the consolidated financial statements.
2.2
Amended standards adopted by the Group
A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards.
2.3
Accounting policies
The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended 30 June 2026 are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2025.
3
Critical accounting judgments and estimates
When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results. The judgements, estimates and assumptions applied in the condensed interim consolidated financial statements for the six-month period ended 30 June 2026 and 2025, including the key sources of estimation uncertainty, were the same as those applied in the Group’s annual consolidated financial statements for the year ended 31 December 2025.
(8)
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4
Property and equipment
The property and equipment net book value consists of the following:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Leasehold improvements
203,169
276,578
Furniture, fittings and equipment
16,627
4,734
Property and equipment, net
219,796
281,312
5
Intangible assets
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Licenses
61,004
79,890
Assets under construction
878,051
604,551
Net book value
939,055
684,441
In May 2023 the Group obtained a smart transportation operating license in Egypt in collaboration with Land Transport Regulatory Authority (LTRA) which granted the Egyptian entity a five-year operating license commencing on May 16, 2023 and expires on May 15, 2028.
6
Prepaid expenses and other current assets
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Withholding tax receivables
1,627,809
1,454,429
Other assets
60,468
60,468
Refundable deposits
197,670
150,901
Prepaid expenses
155,609
140,769
2,041,556
1,806,567
7
Trade and other receivables
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Trade receivables
5,580,514
3,879,854
Accrued income
2,362,170
2,308,583
Customer wallet receivables
2,152,003
2,061,148
Less: provision for expected credit losses
(
2,289,092
)
(
2,108,944
)
7,805,595
6,140,641
Other receivables
39,086
116,097
7,844,681
6,256,738
(9)
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8
Cash and bank balances
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Cash at banks
2,085,974
4,414,456
Cash in hand
3,339
—
2,089,313
4,414,456
For the purpose of the cash flow statement, cash and cash equivalents comprise the following:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Cash attributable to continued operations
2,089,313
4,414,456
Cash attributable to discontinued operations
—
—
2,089,313
4,414,456
9
Share capital
a. Share capital:
In 2023, the Group restructured its authorized shares and issued ordinary shares as detailed below:
(a)
The number of ordinary shares which the Group is authorized to issue has been decreased to
20,000,000
ordinary shares by the consolidation of every
25
ordinary shares of US
$
0.0001
par value each currently in issue into
1
ordinary share of US
$
0.0025
par value each; and
(b)
the issued ordinary shares have been combined into a small number of shares, resulting in every
25
issued ordinary share being combined into
1
ordinary share with a par value of US
$
0.0025
each.
Following the restructuring, the Group is authorized to issue
20,000,000
ordinary shares and
55,000,000
preference shares. The restructuring was approved on 4 January 2023 and became effective on 25 January 2023.
The below table sets out the Group’s share structure during the period ended 30 June 2026 and the year ended 31 December 2025:
At 30 June 2026
At 31 December 2025
Authorized
Issued
Authorized
Issued
Class A ordinary shares
20,000,000
9,964,344
20,000,000
9,964,344
Preferred shares
55,000,000
—
55,000,000
—
75,000,000
9,964,344
75,000,000
9,964,344
At 30 June 2026
At 31 December 2025
Number
Share
Number
Share
of shares
capital
of shares
capital
Issuance of shares in the normal course of business
5,191,300
12,976
5,191,300
12,976
Issuance of shares to Swvl Inc. shareholders
3,411,410
8,529
3,411,410
8,529
Issuance of shares to SPAC shareholders
557,960
1,395
557,960
1,395
Conversion of convertible notes
645,018
1,613
645,018
1,613
Issuance of shares to PIPE investors
158,656
397
158,656
397
Other shares
—
—
—
—
9,964,344
24,910
9,964,344
24,910
(10)
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9
Share capital
(Continued)
b. Share premium:
At 30 June 2026
Share Premium
Issuance of shares to shareholders
88,873,188
Conversion of convertible notes
145,952,505
Issuance of share to PIPE investors
39,663,603
Recapitalization costs
121,077,329
Other shares issued during the period
—
395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination
(
8,467,766
)
Fair value of earnout shares
(
75,550,455
)
311,548,404
Issuance of shares in the normal course of business
42,630,925
354,179,329
At 31 December 2025
Share Premium
Issuance of shares to shareholders
88,873,188
Conversion of convertible notes
145,952,505
Issuance of share to PIPE investors
39,663,603
Recapitalization costs
121,077,329
395,566,625
Less:
Costs attributable to the issuance of shares in connection with the business combination
(
8,467,766
)
Fair value of earnout shares
(
75,550,455
)
311,548,404
Issuance of shares in the normal course of business
42,630,925
354,179,329
10
Employee share scheme reserve
At 30 June 2026, the employee share scheme reserve balance was $
730,488
(at 31 December 2025: $
661,495
).
Total expense arising from share-based payment transactions recognized in the consolidated statement of comprehensive income as part of employee benefit were $
68,993
for the six-month period ended 30 June 2026 ($
67,502
for the six-month period ended 30 June 2025).
(11)
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11
Accounts payable, accruals and other payables
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Financial items
Accounts payables
6,654,118
6,806,786
Captain payables
464,051
732,402
Salaries payable
153,565
269,121
Accrued expenses
331,284
245,810
Credit facility
436,523
451,336
Bank loan
273,824
—
LTRA payable
61,727
101,200
Other payables
540,759
120,547
8,915,851
8,727,202
LTRA payable non-current portion
—
(
16,867
)
8,915,851
8,710,335
Non-financial items
Deferred income and advances from customers
62,875
—
Total accounts payable, accruals and other payables
8,978,726
8,710,335
(i)
Advances from individual customers (e-wallets) are used by customers against future bookings.
12
Deferred purchase price
The movement in the deferred purchase price is as follows:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Opening balance
694,134
1,148,013
Change in fair value
7,462
(
158,154
)
Issuance of shares
—
(
295,725
)
Ending balance
701,596
694,134
The deferred purchase price consists of outstanding cash payments and share issuances. The change in fair value is a result of revaluing the shares outstanding to reflect share price as per the purchase agreements. Management has not used any complex assumptions in arriving at the fair value of the deferred purchase price.
The deferred purchase price is detailed as follows:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Shotl Transportation, S.L.
695,398
685,346
Urbvan Mobility Ltd.
—
—
Door2Door
6,198
8,788
701,596
694,134
(12)
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12
Deferred purchase price
(Continued)
(Unaudited)
(Audited)
At 30 June
At 31 December
Maturity analysis
2026
2025
USD
USD
Less than one year (current)
701,596
694,134
701,596
694,134
13
Revenue
The Group derives its revenue principally from end-users who use the Group’s platform to access routes predetermined by the Group. Revenue for transport services represents the total amount of fees charged to the end user for these services.
Disaggregated revenue information
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Business to business
14,243,585
8,676,762
Business to customers
1,979,581
1,512,307
16,223,166
10,189,069
Revenue by geographical location
2026
2025
USD
USD
Egypt
9,104,886
6,752,936
Gulf Cooperation Council
7,118,280
3,436,133
16,223,166
10,189,069
14
Cost of sales
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Captain costs
13,311,654
8,035,494
Captain bonuses
12,351
10,113
Captain deductions
(
46,841
)
(
44,722
)
13,277,164
8,000,885
(13)
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15
General and administrative expenses
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Staff costs
2,471,832
1,520,733
Professional fees
269,329
658,798
Technology costs
336,311
223,539
Other expenses
116,515
185,692
Depreciation of property and equipment
74,811
—
Rent expense
127,198
100,855
Depreciation of right-of-use assets
113,177
58,297
Insurance
119,334
50,924
Office expenses
18,704
42,394
Travel and accommodation
68,299
20,504
Amortization of intangible assets
15,860
15,594
Outsourced employees
3,688
13,901
Entertainment
2,403
7,046
3,737,461
2,898,277
16
Other expenses
2026
2025
Other expenses
—
127,500
—
127,500
17
Other Income
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Other income
777,532
434,165
777,532
434,165
18
Deferred tax asset
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Group’s deferred tax assets were as follows:
(Unaudited) For
the six-month
(Audited) For the
period ended
year ended
June 2026
31 December 2025
USD
USD
Deferred tax asset movement
Opening balance
5,486,804
5,288,913
Foreign currency adjustments
(
177,516
)
352,957
Expiration
—
—
Reversal
—
(
233,084
)
Transfers to assets held for sale
—
—
Income tax benefit
—
78,018
Closing balance
5,309,288
5,486,804
(14)
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19
(Loss)/earnings per share
Basic (loss)/earnings per share is computed by dividing the net (loss)/profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
600,000
Earnout Shares have been excluded from the calculation of weighted average shares outstanding, as they are contingently issuable subject to achieving certain milestones on the trading price and volume of our Class A ordinary shares on NASDAQ.
During the six-month period ended 30 June 2026, the Group was loss making, therefore, all potentially dilutive instruments have an anti-dilutive impact and have been excluded in the calculation of diluted weighted average number of ordinary shares outstanding. These instruments include certain outstanding equity awards, warrants, share options and convertible loans and could potentially dilute earnings per share in the future.
The following table sets forth the computation of basic and dilutive (loss)/earnings from the continued operations per share attributable to the Group’s ordinary shareholders:
(Unaudited)
(Unaudited)
For the six-
For the six-
month period
month period
ended 30
ended 30
June 2026
June 2025
(Loss)/profit from continuing operations for the period attributable to equity holders of the Parent Company
(
520,182
)
432,200
Profit from discontinued operations for the period attributable to equity holders of the Parent Company
—
—
Weighted average number of ordinary shares outstanding during the period
9,964,344
9,964,344
(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – basic (loss)/earnings per share
(
0.05
)
0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – basic (loss)/earnings per share
(
0.05
)
0.04
Weighted average number of ordinary shares outstanding during the period adjusted for the effect of dilution
9,964,344
10,218,200
(Loss)/profit per share attributable to equity holders of the Parent Company from continuing operations – diluted (loss)/earnings per share
(
0.05
)
0.04
(Loss)/profit per share attributable to equity holders of the Parent Company – diluted (loss)/earnings per share
(
0.05
)
0.04
20
Related party transactions and balances
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties include associates, parent, subsidiaries, and key management personnel or their close family members. The terms and conditions of these transactions have been mutually agreed between the Group and the related parties. To determine significance, the Group considers various qualitative and quantitative factors including whether transactions with related parties are conducted in the ordinary course of business.
Interest in subsidiaries
The details of interests in the subsidiaries with whom the Group had entered into transactions or had agreements or arrangements in place during the period are disclosed in Note 1 of the condensed interim consolidated financial statements.
(15)
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20
Related party transactions and balances
(continued)
Compensation of key management personnel
Key management personnel of the Group comprise the Parent Company’s directors and senior management of the Group.
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Compensation and short-term employee benefits
253,233
231,108
253,233
231,108
Balances with related parties
The following balances are outstanding at the end of the reporting periods:
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Balances with related parties
—
—
—
—
Transactions with related parties
Details of transactions with related parties during the period, other than those which have been disclosed elsewhere in these condensed interim consolidated financial statements, are as follows:
(Unaudited) For the six-month
period ended 30 June
2026
2025
USD
USD
Transactions with related parties
—
—
21
Financial instruments by category
Financial assets as per statement of financial position
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
At amortised cost
Trade and other receivables
7,844,681
6,256,738
Cash and cash equivalents
2,089,313
4,414,456
9,933,994
10,671,194
(16)
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21
Financial instruments by category (
Continued)
Financial liabilities as per statement of financial position
(Unaudited)
(Audited)
At 30 June
At 31 December
2026
2025
USD
USD
Accounts payable, accruals and other payables excluding non-financial items
8,915,851
8,727,202
Deferred purchase price
701,596
694,134
Lease liabilities
1,174,997
1,481,973
Current tax liabilities
1,921,317
1,640,682
Derivative warrant liabilities
223,994
400,806
12,937,755
12,944,797
22
Fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
●
in the principal market for the asset or liability; or
●
in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group. The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly.
Level 3: inputs that are unobservable inputs for the asset or liability.
The carrying amounts of the financial assets and financial liabilities approximate their fair values.
(17)
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23
Subsequent events
On August 25, 2026, the Group entered into a securities purchase agreement for the issuance and sale of
8,990,317
Class A Ordinary Shares at a purchase price of $
1.446
per share in a private placement, for aggregate gross proceeds of approximately $
13.0
million.
Further, on August 26, 2026, the Group up-sized its private placement by entering into a securities purchase agreement for the issuance and sale of
1,027,397
Class A Ordinary Shares at a purchase price of $
1.46
per share, for aggregate gross proceeds of approximately $
1.5
million.
Subsequently and at the date of this report, the Group has received in aggregate $
14.5
million from the private placements.
(18)
----- swvl-ex99d2.htm -----
EX-99.2
3
swvl-ex99d2.htm
EX-99.2
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 periods described. You should read the following discussion and analysis of our financial condition and results of operations together in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report of Foreign Private Issuer on Form 6-K (this “Report”). In addition, the information in this Report should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes included therein, filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2026.
We report financial information under International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and related interpretations issued by the IFRS Interpretations Committee. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
Unless otherwise indicated, all references to the terms, “Swvl”, “we”, “us”, “our”, or the “Group” or “Company” refer to the business of Swvl Holdings Corp and its subsidiaries, “H1 2026” refers to the six-month period ending June 30, 2026, “H1 2025” refers to the six-month period ending June 30, 2025, “FY 2025” refers to the fiscal year of Swvl ended December 31, 2025, and “FY 2024” refers to the fiscal year of Swvl ended December 31, 2024.
References to “U.S. dollars,” “USD” and “$” are to currency of the United States of America, and references to “EGP” are to the Egyptian Pound.
Forward-Looking Statements
The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our
objectives, plans and strategy for our business, statements that contain projections of results of operation or of financial condition, risks and uncertainties,
expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Please see the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertainties and assumptions associated with these statements and for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in our Annual Report. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report.
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 Swvl platform, we provide thousands of riders per day with dynamic routing and a self-optimizing network of minibuses and other vehicles, helping people get where they need to go.
Components of Results of Operations
Revenue
Our revenue consists of two components: (i) a business-to-customer (“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 business-to-business (“B2B”) component representing contractual smart transportation services for our corporate customer’s employees through the Swvl application, which is referred to as ‘Transport as a service’ (“TaaS”) and ‘Software as a service’ (“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”.
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 Costs
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 charge for provision for expected credit losses primarily consists of impairment allowances recognized on our trade receivables from business customers and on customer wallet receivables from riders in our business-to-consumer business, measured under the simplified lifetime expected credit loss approach of the International Financial Reporting Standards 9: Financial Instruments. The charge reflects changes in the aging profile of outstanding balances, historical collection experience and forward-looking information, and is presented separately from general and administrative expenses. Reversals of previously recognized allowances, where balances are subsequently collected, are credited to the same line.
Other Income/(Expenses)
Our other income consists primarily of recovery of previously written off assets that were not expected to be recovered, rental income and supplier discounts from on-going business operations. Other expenses consist primarily of indirect tax expenses and other expenses not categorized elsewhere.
Finance Income and Finance Costs
Our finance income consists primarily of dividend and interest income from bank deposits. Our finance costs consist primarily of lease finance charges and interest expense on financial liabilities.
Changes 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, certain warrant liabilities and change in fair value of deferred purchase price resulting from the acquisition of certain subsidiaries by the Group.
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 as carried forward losses from the early years of operation, planned to be utilized against future taxable income.
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 exchange rate of the USD to EGP, which we are subject to in our business in Egypt.
A. Operating Results
Results of Operations
The following selected consolidated financial data is derived from the unaudited financial statements of the Company for H1 2026 and H1 2025, and should be read in conjunction with the information contained in our Annual Report for the year ended December 31, 2025, including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes include therein, filed with SEC on April 20, 2026.
Our historical results are not necessarily indicative of the results of future operations. For a comparison of FY 2025 to FY 2024, see our Annual Report on Form 20-F for the fiscal year ending December 31, 2025 and the amendment thereto, filed with the SEC on April 20, 2026.
For the period ended 30 June
($million)
2026
2025
Continued operations
Revenue
16.22
10.19
Cost of sales
(13.27)
(8.00)
Gross profit
2.95
2.19
General and administrative expenses
(3.74)
(2.90)
Selling and marketing expenses
(0.32)
(0.01)
Charge for provision for expected credit losses
(0.24)
—
Other expenses
—
(0.13)
Other income
0.78
0.43
Operating profit / (loss)
(0.57)
(0.42)
Change in fair value of financial liabilities
0.18
0.84
Finance income
0.04
0.11
Finance cost
(0.17)
(0.09)
Profit/(loss) for the period before tax from continuing operations
(0.52)
0.44
Income tax expense
—
—
Profit/(loss) for the period from continuing operations
(0.52)
0.44
Discontinued operations
Loss for the period from discontinued operations
—
—
Profit /(loss) for the period
(0.52)
0.44
Other comprehensive income
Exchange difference on translations of foreign operations
(0.18)
(1.40)
Total comprehensive loss for the period
(0.70)
(0.96)
H1 2026 Compared to H1 2025
Revenue
For the period ended June 30,
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Total Revenue
$
16.22
$
10.19
59%
Disaggregated by
Business to business
$
14.24
$
8.68
64%
Business to customers
$
1.98
$
1.51
31%
We disaggregate revenue by the type of customer served as follows: Revenue from Swvl Retail and Swvl Travel together is considered as B2C, and revenue from both TaaS and SaaS together is considered as B2B.
Revenues from B2C for H1 2026 were approximately $1.98 million, an increase of approximately $0.47 million, or 31%, compared to H1 2025. This was primarily due to an increase in average fares on our Egypt intercity travel routes following fare adjustments made during the second half of FY 2025 and H1 2026
.
We operated this business exclusively inside Egypt during both periods presented.
Revenues from B2B for H1 2026 were approximately $14.24 million, an increase of approximately $5.56 million, or 64%, compared to H1 2025. The increase was primarily due to the expansion of our enterprise customer base and growth within existing accounts across all of our markets. GCC revenue, all of which is B2B, more than doubled to approximately $7.12 million from approximately $3.44 million, while B2B revenue in Egypt grew by approximately 36% to $7.13 million in H1 2026, from $5.24 million in H1 2025.
Cost of Sales
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Cost of Sales
$
13.27
$
8.00
66%
Split into
Captain costs
$
13.31
$
8.04
66%
Captain bonuses*
$
0.01
$
0.01
—
Captain deductions
$
(0.05)
$
(0.04)
25%
*Percentage not meaningful
Cost of sales for H1 2026 was approximately $13.27 million, an increase of approximately $5.27 million, or 66%, compared to H1 2025. This increase is primarily on account of the captain costs incurred to fulfill the growth in B2C and B2B revenue, where our customers are predominantly served through third-party fleet operators.
General and Administrative Expenses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
General and administrative expenses
$
3.74
$
2.90
29%
General and administrative expenses for H1 2026 were approximately $3.74 million, an increase of approximately $0.84 million, or 29%, from H1 2025. This increase is primarily due to an increase in staff costs of approximately $0.95 million to $2.47 million from $1.52 million, reflecting the build-out of our teams in the United Arab Emirates and Saudi Arabia (including our product and technology team) and in our new market in the United States, together with higher depreciation of property and equipment and right-of-use assets (an increase of approximately $0.13 million, following the renewal of office leases and leasehold improvements in Egypt) and higher technology and IT costs (an increase of approximately $0.11 million). These increases were partially offset by a decrease in professional fees of approximately $0.39 million, to $0.27 million in H1 2026, from $0.66 million in H1 2025.
Sales and Marketing Expenses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Sales and marketing expenses
$
0.32
$
0.01
—
*Percentage not meaningful
Sales and marketing expenses for H1 2026 were approximately $0.32 million, compared to approximately $0.01 million for H1 2025, an increase of approximately $0.31 million. The increase is primarily due to staff costs of approximately $0.28 million for the dedicated commercial team we built during the second half of FY 2025 and H1 2026, principally in Saudi Arabia, the United Arab Emirates, Egypt and the United States, to support enterprise sales across the GCC and our new markets, together with marketing spend of approximately $0.04 million compared to $0.01 million in H1 2025.
Charge for provision for expected credit losses
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Charge for provision for expected credit losses
$
0.24
$
-
—
*Percentage not meaningful
The charge for provision for expected credit losses for H1 2026 was approximately $0.24 million, compared to nil for H1 2025. The charge is primarily due to recognizing expected credit losses on trade receivables across the entire B2B business, and customer wallet balances in Egypt.
Other Expenses
For the period ended June 30
H1 2025- H1 2026
($ million)
2026
2025
% Change
Other expenses
—
0.13
—
*Percentage not meaningful
There were no other expenses for H1 2026, compared to approximately $0.13 million for H1 2025.
Other Income
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Other income
0.78
0.43
81%
Other income in H1 2026 was approximately $0.78 million, an increase of approximately $0.35 million, or 81%, compared to H1 2025. The increase is mainly due to discounts and rebates obtained from transportation suppliers on the cost of serving our recurring enterprise contracts, which represented approximately half of other income, and rental income from the sub-lease of office premises, which represented the remaining half. Other income in H1 2026 arose principally in Saudi Arabia (approximately $0.37 million) and the United Arab Emirates (approximately $0.35 million).
Change in fair value of financial liabilities
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Changes in fair value of financial liabilities
0.18
0.84
(79)%
* Percentage not meaningful
Change in fair value of financial liabilities for H1 2026 was approximately a gain of $0.18 million, compared to a gain of $0.84 million in H1 2025. This gain is mainly due to the decrease in the fair value of our derivative warrant liabilities to $0.22 million as of June 30, 2026 from $0.40 million as of December 31, 2025, reflecting the decline in the trading price of our Ordinary Shares and the shorter remaining term of the warrants, partially offset by the accretion of the deferred purchase price liability of approximately $0.01 million. The larger gain in H1 2025 reflected a more significant reduction in the fair value of the warrant liabilities during that period.
Finance Income and Finance Cost
For the period ended June 30
H1 2025 - H1 2026
($ million)
2026
2025
% Change
Finance income
$
0.04
$
0.11
(64)%
Finance costs
$
(0.17)
$
(0.09)
89%
Finance income for H1 2026 was approximately $0.04 million, a decrease of approximately $0.07 million, or 64%, compared to H1 2025. Finance income is mainly driven by dividend income from the Group’s cash sweep account and short-term treasury instruments of approximately $0.03 million and interest income earned on bank balances in Egypt of approximately $0.01 million. The decrease is primarily due to lower average cash balances held in the sweep account and treasury instruments during H1 2026 compared to H1 2025, as cash was deployed to fund working capital.
Finance costs for H1 2026 were approximately $0.17 million, as compared to $0.09 million for H1 2025, an increase of approximately $0.08 million, or 89%. Those costs are mainly interest expense on our credit facility and a short-term bank loan in Egypt of approximately $0.09 million, interest accretion on lease liabilities of approximately $0.07 million (compared to approximately $0.06 million in H1 2025) and the unwinding of the discount on our license cost liability of approximately $0.01 million. The increase is primarily due to interest on the short-term bank loan of approximately $0.27 million drawn in Egypt during H1 2026 and on the credit facility, neither of which was outstanding for the full comparative period, together with higher lease accretion following the renewal of office leases.
B. Liquidity and Capital Resources
Our principal sources of liquidity have been cash and cash equivalents raised from our operating cash flows in Egypt, Kingdom of Saudi Arabia and the United Arab Emirates, which partially supported the day-to-day business and proceeds from the issuance and sale of securities.
Our total assets exceeded total liabilities by approximately $2.31 million as of June 30, 2026, compared to total assets exceeding total liabilities by approximately $0.71 million as of June 30, 2025. We incurred a loss of approximately $0.52 million for H1 2026, compared to a profit of approximately $0.44 million for H1 2025.
We have accumulated losses of approximately $339.1 million and $339.4 million as of June 30, 2026 and June 30, 2025, respectively. Our cash and cash equivalents balance was $2.09 million and $4.88 million as of June 30, 2026 and June 30, 2025, respectively.
On August 25, 2026, we entered into a securities purchase agreement with certain investors for the issuance and sale of 8,990,317 Ordinary Shares at a purchase price of $1.446 per share in a private placement, for aggregate gross proceeds of approximately $13.0 million. On August 26, 2026, we entered into an additional securities purchase agreement for the issuance and sale of an additional 1,027,397 Ordinary Shares at a purchase price of $1.46 per share, for aggregate gross proceeds of approximately $1.5 million, bringing total gross proceeds from the private placement transaction to approximately $14.5 million. In addition, while one investor had agreed to purchase 2,047,668 Ordinary Shares, we agreed that in lieu of purchasing Ordinary Shares, the investor would purchase pre-funded warrants to purchase 2,047,668 Ordinary Shares. The pre-funded warrants have an exercise price of $0.001 per Ordinary Share and shall remain outstanding until the pre-funded warrants are exercised in full. In connection with the offering, each of the investors also entered into a lock-up agreement pursuant to which they agreed not to transfer the securities purchased in the offering for a period of 180 days from the closing date. We intend to use the net proceeds for working capital and general corporate purposes, including the expansion of our operations in the GCC, the United Kingdom and the United States.
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 expansion 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. As of June 30, 2026, we had $0.1 million drawn down from this credit facility (versus approximately $0.01 million in H1 2025). In September 2026, we announced that HSBC increased the limit on the working capital facility by 110%, to $1.4 million.
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 of Directors to purchase $4.7 million of our Ordinary Shares. Under the Securities Purchase Agreement, the investors agreed to purchase 981,211 of our Ordinary Shares, or pre-funded warrants in lieu thereof, at a purchase price of $4.79 per share. 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 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.
Subsequently, 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 Ordinary Shares at a purchase price of $4.79 per share. Such offering resulted in gross proceeds to the Company of $2.0 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.
Our cash and cash equivalents consist primarily of cash held with banks or other financial institutions, which 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 Report. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, and 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 $100,000,000 of our Ordinary Shares, warrants or units comprising a combination of Ordinary Shares and warrants. As of the date of thereof, we have not sold any Ordinary Shares under the registration statement on Form F-3.
Cash Flows
The following table sets forth a summary of our cash flows for the periods indicated.
For the period ended June 30
($million)
2026
2025
Cash flow from/(used in):
Operating Activities
(2.02)
(0.25)
Investing Activities
(0.29)
—
Financing Activities
(0.02)
1.76
Effect of exchange rate changes on cash and cash equivalents*
—
(1.59)
Net increase/(decrease) in cash and cash equivalents
(2.33)
(0.08)
*Amount is less than $10,000
Operating Activities
During H1 2026, net cash used in operating activities was approximately $2.02 million, primarily consisting of loss before tax of approximately $0.52 million, adjusted for non-cash items of approximately $0.38 million. These adjustments mainly reflected the charge for provision for expected credit losses of approximately $0.24 million, depreciation of property and equipment and right-of-use assets and amortization of intangible assets totaling approximately $0.20 million, share-based payment charges and other non-cash items of approximately $0.08 million and the provision for employees’ end of service benefits of approximately $0.03 million, partially offset by the non-cash gain on the change in fair value of financial liabilities of approximately $0.18 million. Net impact from changes in working capital decreased operating cash flows by approximately $1.88 million, primarily driven by an increase in trade and other receivables of approximately $1.51 million, reflecting the growth in revenue and the timing of collections from enterprise customers, principally in the UAE, and an increase in prepaid expenses and other current assets of approximately $0.28 million, mainly withholding tax receivables, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.04 million and an increase in current tax liabilities of approximately $0.32 million.
During H1 2025, net cash used in operating activities was approximately $0.25 million, primarily consisting of profit before tax of approximately $0.44 million, adjusted for non-cash items of approximately $1.26 million. These adjustments mainly reflected depreciation of right-of-use assets and intangible assets, provision for employees’ end of service benefits, and a change in fair value of financial liabilities, partially offset by other non-cash income. Net impact from changes in working capital decreased operating cash flows by approximately $1.51 million, primarily driven by an increase in trade and other receivables of approximately $1.86 million and an increase in prepaid expenses and other current assets of approximately $0.01 million, partially offset by an increase in accounts payable, accruals and other payables of approximately $0.13 million and an increase in current tax liabilities of approximately $0.23 million.
Investing Activities
During H1 2026, net cash used in investing activities was approximately $0.29 million, primarily consisting of capitalized development expenditure on our technology platform of approximately $0.27 million, recognized as intangible assets under construction, and the purchase of property and equipment of approximately $0.01 million.
During H1 2025, we had minimal cash flows used in investing activities.
Financing Activities
During H1 2026, net cash used in financing activities was approximately $0.02 million, primarily consisting of payments of finance lease liabilities, net of accretion, of approximately $0.29 million, partially offset by proceeds from a short-term bank loan drawn in Egypt of approximately $0.27 million.
During H1 2025, we had a $2.0 million inflow from our private placement offering as explained in this Report under Item B. “Liquidity and Capital Resources”, which was offset by a $0.24 million outflow pertaining to paying our finance lease liabilities, net of accretion.
Holding Company Structure and Dividends
Swvl Holdings Corp is a holding company without substantive business operations. Swvl Holdings Corp conducts its 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 H1 2026, we incurred capital expenditure of approximately $0.29 million, consisting of approximately $0.27 million of capitalized development costs relating to our technology platform (recognized as intangible assets under construction) and approximately $0.01 million for the purchase of property and equipment, primarily information technology equipment and office furniture in Egypt.
During H1 2025 we did not incur any capital expenditure other than the purchase of information technology equipment.
Our historical capital expenditures are primarily related to additions and purchases of property and equipment, which included the purchase of fixtures and furniture, leasehold improvements and employee laptops. While we are an asset-light business, we expect to moderately increase our capital expenditures to meet the expected growth in scale of our business and as we expand geographically and bolster our existing offerings.
Indebtedness
The Group does not currently have any long-term loans or convertible debts outstanding.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations and commitments as of June 30, 2026.
Payments Due by Period
($million)
<1 year
1-5 years
>5 years
Total
Lease Liabilities Commitments
0.28
0.90
—
1.18
Deferred purchase price
0.70
—
—
0.70
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 our 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” in our Annual Report.
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. The Company derives its revenue principally from end-users who use the Swvl platform to access routes predetermined by the Company. Revenue for transport represents the gross amount of fares charged to the end-user for these services. The sole performance obligation of the Company is to provide transportation services to the end-users by integrating the use of the Swvl 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). The Company recognizes 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 transfer the due consideration to the Company.
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 are the agent in the transaction (net). The Company considers itself 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 the Company with a distinct goods or services against these promotions and discounts, the Company deducts the amount of these promotions and discounts from the transaction price when recognizing revenue.
●
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 the Swvl application after the completion of the first trip which 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 the Swvl 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 the Company 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 British Virgin Islands, our profits from operations are not subject to taxation. However, certain subsidiaries of ours are based in taxable jurisdictions such as Egypt, 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.
Risk Factors
In addition to the other information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition, or future results.
----- swvl-ex99d3.htm -----
EX-99.3
4
swvl-ex99d3.htm
EX-99.3
Exhibit 99.3
Investor Update H1 2026
Disclaimer
This presentation may contain “forward-looking statements” which include, but are not limited to, statements regarding future events and other statements that are not historical facts. Forward-looking statements are
generally accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. For example, Swvl Holdings Corp (“Swvl”) is using forward-looking statements when it discusses the benefits and uses of its
products and platform; its product and market growth potential; that by prioritizing recurring revenue, it aims to set a foundation for predictable and profitable growth while reducing the impact of market seasonality; and
that it continues to aim at expanding its dollar-pegged revenue to reduce its exposure to volatility in foreign currencies. These statements are based on the current expectations of Swvl’s management and are not
predictions of actual performance. These forward-looking statements must not be relied on by any investor as a guarantee, assurance, prediction, or definitive statement of fact or probability.
Actual results and outcomes could differ materially for a variety of reasons, including, among others, general economic, political and business conditions; the ability of Swvl to execute its growth strategy, manage growth
profitably and retain its key employees; competition with other companies in the mobility industry; Swvl’s limited operating history and lack of experience as a public company; recent implementation of certain policies and
procedures to ensure compliance with applicable laws and regulations, including with respect to anti-bribery, anti-corruption, and cyber protection; the risk that Swvl is not able to execute its portfolio optimization plan; the
risk that Swvl is unable to attract and retain consumers and qualified drivers and other high quality personnel; the risk that Swvl is unable to protect and enforce its intellectual property rights; the risk that Swvl is unable to
determine rider demand to develop new offerings on its platform; the difficulty of obtaining required registrations, licenses, permits or approvals in jurisdictions in which Swvl currently operates or may in the future operate;
the fact that Swvl currently operates in and intends to expand into jurisdictions that are, or have been, characterized by political instability, may have inadequate or limited regulatory and legal frameworks and may have
limited, if any, treaties or other arrangements in place to protect foreign investment or involvement; the risk that Swvl’s drivers could be classified as employees, workers or quasi-employees in the jurisdictions they operate;
the fact that Swvl has operations in countries known to experience high levels of corruption and is subject to territorial anti-corruption laws in these jurisdictions; the ability of Swvl to maintain the listing of its securities on
Nasdaq; Swvl’s acquisitions may not be beneficial to Swvl as a result of the cost of integrating geographically disparate operations and the diversion of management’s attention from its existing business, among other
things; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission.
The foregoing list of risk factors is not exhaustive. There may be additional risks that Swvl presently does not know or that Swvl currently believes are immaterial that could also cause actual results to differ from those
contained in forward-looking statements. In addition, forward-looking statements provide Swvl’s expectations, plans or forecasts of future events and views as of the date of this communication. Swvl anticipates that
subsequent events and developments will cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
1/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Business at a Glance
One platform, complete control, measurable ROI — route-optimization software (SaaS) paired with end-to-end managed mobility (MaaS).
Rider app, operator dashboard &
captain app
Mobility
Interface Suite
Driver vetting, geo-monitoring, incident
reporting
Safety, Compliance
& Monitoring
Vehicle rostering, smart dispatch, max
utilization
Fleet Management
System
SaaS / white-label API, identity & access
control
Platform &
Integrations
KPIs, SLA tracking, cost-per-ride analytics
Data & Business
Intelligence
2/
Education
Hubs
BPO &
Call Center
Corporate
Offices
Warehouses
& Logistics
City to City
Travelers
Manufacturing
& Industrial
Hospitals
& Healthcare
Shuttle &
Feeder Networks
Route design & network planning · captain
onboarding · analytics & SLA reporting
Asset-light vehicle sourcing · on-ground
QA · integrated Apps · 24/7 support
Route optimization, demand prediction,
dynamic pricing
AI & Network
Intelligence
Platform Capabilities
Software (SaaS)
Managed Mobility (MaaS)
Delivery Model
SLA - Service level agreement defining metrics, performance standards and expectations of service being provided by the supplier to the customer
API - Application Programming Interface which are a set of rules and protocols that enable software applications to communicate with each other
SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1 2026: results
Dollar
Pegged-Revenue
44%
Dollar-pegged revenue reached 44% of total
revenue, up from 34% in H1'25.
Revenue
Growth
59%
Revenue grew to $16.22M, up from
$10.19M in H1'25.
Recurring
Revenue
88%
Recurring revenue reached 88% of total
revenue, up from 85% in H1'25
Gross
Profit
35%
Gross profit expanded to $2.95M, up from $2.19M
in H1'25.
Net
Dollar Retention
123%
Net dollar retention of 123% reflects expansion
of H1'25 corporate clients into H1'26, net of churn
(H1'25: 118%)
Operating
Loss
$0.57M
Operating loss $0.57M vs $0.42M in H1'25;
margin -3.5% vs -4.1% (+0.6pp)
Six months ended June 30 2026, versus, June 30 2025
Compounding revenue growth with improving operating Margin. Swvl grew revenue by 59% in H1
2026 over H1 2025, with Dollar Pegged Revenue reaching 44% of total revenue.
3/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Please see definitions in slide number 24.
H1'24 H1'25 H1'26
Financial Performance
Revenue Gross Profit
$16.22M
$10.19M
$8.07M
26%
59%
26%
35%
H1'24 H1'25 H1'26
$1.74M
$2.95M
$2.19M
4/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Higher Quality of Revenue: Recurring vs Transactional
5/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Recurring Revenue Transactional Revenue
74%
26%
H1'24
85%
15%
H1'25
88%
12%
H1'26
Recurring Contract-Based Revenue Focus
Swvl’s recurring revenue comes in the
form of enterprise contracts that
usually range from 1 to 5 years.
By prioritizing recurring revenue over
transactional revenue, Swvl aims to set
a foundation for predictable and
profitable growth while reducing the
impact of market seasonality.
Higher Quality of Revenue: Dollar Pegged Revenue
6/
Dollar-Pegged
Revenue Focus
Swvl continues to focus on dollar
pegged revenue across its
operating geographies.
In H1 2026 our dollar pegged
revenue as a share of total revenue
reached 44%, up from 34% in H1
2025. We continue to aim at
expanding our dollar-pegged
revenue to reduce our exposure to
volatility in foreign currencies.
Dollar-Pegged Revenue as a Percentage of Total Revenue
H1'24 H1'25 H1'26
18%
34%
44%
SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Revenue Bridge
Revenue walk, H1'25 → H1'26 ($ millions)
$10.19M
+$2.35M
+$3.68M $16.22M
7/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
61%
39%
H1'25
Revenue
Egypt GCC H1'26
Revenue
(+$3.68M, +107% YoY Growth)
GCC delivered
(+$2.35M, +35% YoY Growth)
Egypt delivered
of the growth
of the growth
Cost Structure & OpEx Efficiency
Swvl’s operating leverage allows it to grow revenue faster than opex. During the last three half-year results,
operating expenses as a percentage of revenue has dropped from 67.7%, to 28.6%, to 25%.
H1'24 H1'25 H1'26
67.7%
28.6% 25.0%
● OpEx % of revenue
Revenue Operating Expenses
$8.07M
$5.46M
Revenue Operating Expenses
$10.19M
$2.91M
Revenue Operating Expenses
$16.22M
$4.05M
8/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Opearing expenses include General and Administrative, and Selling and Marketing expenses.
From Revenue to Operating Result
H1 2026 income statement bridge ($ millions)
$16.22M −$13.28M
$2.95M
+$0.78M -$0.57M
GM 18.2%
Total expenses include General and Administrative, Selling and Marketing and Expected Credit Losses.
9/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
-$4.29M
Revenue Cost of Sales Gross Profit Expenses Other Income Operating Loss
Approximately 50% pertain to
supplier discounts/waivers on
cost of goods sold; and the
remaining generated from rental
income.
Cash Flow from Operations
Net cash used in operating activities, what drove H1'26 ($ millions)
H1'26 operating cash flow build-up
-$0.52M
$0.38M -$0.14M -$1.96M
-$0.28M $0.36M
10/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
-$2.02M
Loss Non-cash
Adjustments
Pre-WC
CF
Receivables Prepayments Payables
& taxes
Net cash
Cash Flow
Analysis
Operating cash flow before
working capital was close to
breakeven at -$0.14M; with
changes in working capital
(particularly changes in
Accounts Receivables)
explaining nearly all of the
outflow.
The main driver is UAE receivables
rising, in step with triple-digit year-on-year growth in the UAE.
Gross Margin Walk
Gross margin H1'25 → H1'26
21.5%
0.8pp −0.4pp
−3.7pp
18.2%
11/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 GM Market mix Egypt Margin GCC Margin H1'26 GM
Gross Margin
Analysis
GCC contribution to group margin
reduced by 3.7 percentage points while
revenue grew 107%. While Egypt’s
contribution to group margin reduced by
0.4pp while revenue grew 35%.
The reduction in GCC is mainly on
account of new enterprise contracts in the
UAE typically launching at lower margins
and as the accounts mature, we optimise
routing, utilisation and pricing, which
expands margin percentage over time.
Liquidity
Cash bridge, 31 Dec 2025 → 30 Jun 2026 → post-period financing ($ millions)
$4.41M
Cash
31 Dec 2025
-$2.02M
Operating
-$0.29M
Investing
-$0.02M
Financing
+$0.01M
FX
$2.09M
Cash
30 Jun 2026
+$14.50M
PIPE Transaction
(Aug 2026)
$16.59M
Post-period
Financing
12/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Cash Analysis
During H1 2026, the business used
approximately $2.02 million of cash in
operations, primarily driven by an
increase in receivables in our UAE
market and an overall increase in
receivables due to the growing
revenue figures, such receivables are
in the ordinary course of business.
We closed H1 2026 with approximately
$2.09 million of cash and cash
equivalents, and subsequently closed
$14.5 million in a private placement
during August 2026
Geography deep dive
13/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Revenue by Geographical Location
Egypt
H1'25 H1'26
$6.75M $9.10M
$3.44M $7.12M
$10.19M $16.22M
GCC
Total
35%
107%
59%
GCC: Gulf Cooperation Council
14/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 H1'26
H1'25 H1'26
Commercial Highlights | Egypt
29%
Revenue Gross Profit
35%
$6.75M
$9.10M
$1.65M
$1.28M
Egypt revenue +35% YoY from
$6.75M to $9.10M. Gross profit
grew by 29%, expanding from
$1.28M to $1.65M.
Swvl continued to deepen its
footprint in Egypt, the
company's most mature
market, through profitable
scale ups across both B2B and
B2C verticals
Market
Highlight
15/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
H1'25 H1'26
H1'25 H1'26
Commercial Highlights | GCC
42%
Revenue Gross Profit
107%
$3.44M
$7.12M
$1.29M
$0.91M
The GCC market delivered exceptional
growth in H1 2026, with revenue growing
107% YoY from $3.44M to $7.12M. Gross
profit increased by 42% growing from
$0.91M to $1.29M.
While overall gross profit increased, our
gross margin in the UAE has declined.
This is on account of new enterprise
contracts typically launch at lower
margins and as the accounts mature, we
optimise routing, utilisation and pricing,
which expands margin percentage over
time.
Market
Highlight
16/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Appendix 1:
Condensed interim consolidated statement of comprehensive profit or loss
17/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Continuing operations
Revenue 16,223,166 10,189,069
Cost of sales (13,277,164) (8,000,885)
Gross income 2,946,002 2,188,184
General and administrative expenses (3,737,461) (2,898,277)
Selling and marketing costs (314,525) (12,831)
Charge for provision for expected credit losses (241,661) —
Other expenses — (127,500)
Other income 777,532 434,165
Operating loss (570,113) (416,259)
Change in fair value of financial liabilities 179,402 836,384
Finance income 37,041 106,913
Finance cost (166,512) (94,838)
(Loss)/profit before tax from continuing operations (520,182) 432,200
Income tax (expense)/benefit — —
(Loss)/profit for the period from continuing operations (520,182) 432,200
18/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Discontinued operations
Profit/(loss) for the period from discontinued operations — —
(Loss)/profit for the period (520,182) 432,200
Attributable to:
Equity holders of the Parent Company (520,182) 432,200
Non-controlling interests — —
(520,182) 432,200
Profit/(loss) per share attributable to equity holders of the Parent Company
Basic (0.05) 0.04
Diluted (0.05) 0.04
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax (183,056) (1,400,601)
Total comprehensive loss for the period (703,238) (968,401)
Attributable to:
Equity holders of the Parent Company (703,238) (968,401)
Non-controlling interests — —
Appendix 1:
Condensed interim consolidated statement of comprehensive profit or loss
Continued
19/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
ASSETS
Non-current assets
Property and equipment 219,796 281,312
Intangible assets 939,055 684,441
Right-of-use assets 978,452 1,110,717
Deferred tax assets 5,309,288 5,486,804
7,446,591 7,563,274
Current assets
Prepaid expenses and other current assets 2,041,556 1,806,567
Trade and other receivables 7,844,681 6,256,738
Cash and cash equivalents 2,089,313 4,414,456
11,975,550 12,477,761
Assets classified as held for sale — —
Total assets 19,422,141 20,041,035
Appendix 2:
Condensed interim consolidated statement of financial position
20/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
EQUITY
Share capital 24,910 24,910
Share premium 354,179,329 354,179,329
Employee share scheme reserve 730,488 661,495
Foreign currency translation reserve (16,505,273) (16,247,136)
Reserve of disposal groups classified as held for sale 2,369,537 2,294,456
Other reserves 3,534,927 3,534,927
Accumulated losses (339,052,501) (338,532,319)
Equity attributable to equity holders of the Parent Company 5,281,417 5,915,662
Non-controlling interests (2,970,273) (2,970,273)
Total equity 2,311,144 2,945,389
Appendix 2:
Condensed interim consolidated statement of financial position
Continued
21/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
At 30 June 2026 At 31 December 2025
LIABILITIES
Non-current liabilities
Provision for employees' end of service benefits 180,279 145,681
Derivative warrant liabilities 223,994 400,806
Accounts payable, accruals and other payables — 16,867
Lease liabilities 896,344 1,002,733
1,300,617 1,566,087
Current liabilities
Accounts payable, accruals and other payables 8,978,726 8,710,335
Deferred purchase price 701,596 694,134
Other tax liabilities 1,921,317 1,640,682
Lease liabilities 278,653 479,240
11,880,292 11,524,391
Liabilities directly associated with assets classified as held for sale 3,930,088 4,005,168
Total liabilities 17,110,997 17,095,646
Total equity and liabilities 19,422,141 20,041,035
Appendix 2:
Condensed interim consolidated statement of financial position
Continued
22/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
(Loss)/profit before tax from continued operations (520,182) 432,200
Profit before tax from discontinued operations — —
(Loss)/profit for the period before tax (520,182) 432,200
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Depreciation of property and equipment 74,811 —
Depreciation of right-of-use assets 113,177 58,297
Amortization of intangible assets 15,860 15,594
Other non-cash loss/(income) 79,045 (90,910)
Change in fair value of financial liabilities (179,402) 836,384
Provision for employees’ end of service benefits 34,598 12,391
Charge for provision for expected credit losses 241,661 —
(140,432) 1,263,956
Changes in working capital:
Trade and other receivables (1,957,276) (1,864,435)
Prepaid expenses and other current assets (283,053) (12,330)
Accounts payable, accruals and other payables 39,902 129,153
Other tax liabilities 322,426 233,546
Net cash flows used in operating activities (2,018,433) (250,110)
Appendix 3:
Condensed interim consolidated statement of cash flows
23/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
Jun 30, 2026 Jun 30, 2025
Cash flows from investing activities
Development expenditure (intangible assets) (273,499) —
Purchase of property and equipment (13,581) (2,950)
Net cash flows used in investing activities (287,080) (2,950)
Cash flows from financing activities
Proceeds from issuance of share capital — —
Proceeds from issuance of other instruments — 2,000,000
Repayment of loan from related party — —
Proceeds from bank loan 267,010 —
Finance lease liabilities paid, net of accretion (287,695) (236,844)
Net cash flows (used in) /generated from financing activities (20,685) 1,763,156
Net increase/(decrease) in cash and cash equivalents (2,326,198) 1,510,096
Cash and cash equivalents at the beginning of the period 4,414,456 4,958,983
Effects of exchange rate changes on cash and cash equivalents 1,055 (1,592,096)
Cash and cash equivalents at the end of the period 2,089,313 4,876,983
Appendix 3:
Condensed interim consolidated statement of cash flows
Continued
Definitions
Term Definition
Dollar-Pegged Revenue Revenue generated in currencies pegged to the US Dollar, i.e. all revenue generated outside Egypt. Egypt (EGP) revenue is non-dollar-pegged.
Dollar-Pegged Revenue % Dollar-Pegged Revenue as a percentage of total revenue for the period.
Recurring Revenue Revenue from contract-based operations with corporate customers — all revenue other than Transactional Revenue.
Transactional Revenue Revenue from individual riders (B2C) in Egypt.
Recurring Revenue % Recurring Revenue as a percentage of total revenue for the period.
Net Dollar Retention
Revenue in H1 2026 from corporate clients that generated revenue in H1 2025, divided by those clients' H1 2025 revenue — i.e. expansion net of
contraction and churn, excluding clients acquired after H1 2025. Calculated in USD at period-average FX rates.
Gross Profit Revenue less cost of sales.
Gross Profit Margin Gross profit as a percentage of revenue.
OpEx Operating expenses, consisting of general & administrative (G&A) and selling & marketing (S&M) expenses.
Operating Profit / (Loss) Gross profit less G&A, S&M and expected credit loss charges, plus other income.
GCC Gulf Cooperation Council — KSA, UAE and Kuwait operations.
H1'24 / H1'25 / H1'26 The six-month periods ended 30 June 2024, 2025 and 2026 respectively.
Q1'26 / Q2'26 The three-month periods ended 31 March 2026 and 30 June 2026 respectively.
M / K Amounts presented in millions / thousands of US dollars.
24/ SWVL Holdings Corp | NASDAQ: SWVL | H1 2026 Update
----- swvl-ex99d4.htm -----
EX-99.4
5
swvl-ex99d4.htm
EX-99.4
Exhibit 99.4
Swvl Announces H1 2026 Results; Revenue Up 59% to $16.2 Million; GCC Revenue Up 107%; Dollar-Pegged Revenue Up to 44% of Revenue; Net Dollar Retention of 123%
Revenue grew 59% year-over-year to $16.2 million; GCC revenue more than doubled (+107%)
Gross profit grew 35% year-over-year to $2.9 million
Operating margin improved to (3.5%) from (4.1%) as operating expenses fell to 25% of revenue from 29%
Recurring revenue rose to 88% of total revenue; dollar-pegged revenue reached 44% of revenue (+107%)
Net Dollar Retention of 123%
Q2 2026 revenue of $7.99 million, up 51% year-over-year
Subsequent to period end, $14.5 million gross private placement signed in August 2026
DUBAI, United Arab Emirates, October 8, 2026 (GLOBE NEWSWIRE) -- Swvl Holdings Corp (“Swvl” or the “Company”, and together with the Company’s subsidiaries, the “Group”) (NASDAQ: SWVL), a leading provider of technology-enabled mass mobility solutions for enterprises and governments, today announced its financial results for the six months ended June 30, 2026 (“H1 2026”).
Swvl sustained its growth trajectory through the first half of the year, growing H1 2026 revenue by 59% to $16.2 million compared to $10.2 million for the six months ended June 30, 2025 (“H1 2025”). Growth was led by the Gulf Cooperation Council (“GCC”), where revenue increased by 107% in H1 2026 over H1 2025, and continued expansion in Egypt. The Group’s revenue base continues to shift increasingly towards being recurring and dollar-pegged.
Operating leverage continued to build. While operating expenses increased in H1 2026 from H1 2025, operating expenses declined to 25% of revenue in H1 2026 from 29% in H1 2025, and the operating margin improved to (3.5%) in H1 2026 from (4.1%) in H1 2025, even as the Company absorbed start-up costs in new markets, and higher sales and marketing investment. Consolidated net dollar retention of 123% reflected continued expansion within the Company’s existing customer base.
H1 2026 Financial Highlights
•
Revenue: $16.2 million, up 59% year-over-year from $10.2 million
•
Gross profit: $2.9 million, up 35% year-over-year from $2.2 million; gross margin of 18.2% in H1 2026 (vs 21.5% in H1 2025), reflecting a higher UAE revenue mix
•
Operating loss of $0.57 million in H1 2026 vs $0.42 million in H1 2025; operating margin improved to (3.5%) from (4.1%)
•
GCC revenue: $7.1 million in H1 2026, up 107% year-over-year from $3.4 million in H1 2025
•
Egypt revenue: $9.1 million in H1 2026, up 35% year-over-year from $6.8 million in H1 2025
•
Recurring revenue: $14.2 million in H1 2026, up 64% year-over-year from $8.68 million in H1 2025; 88% of total revenue (vs 85% in H1 2025)
•
Dollar-pegged revenue: $7.1 million in H1 2026, up 107% year-over-year from $3.4 million in H1 2025; 44% of total revenue (vs 34% in H1 2025)
•
Consolidated Net Dollar Retention: 123%
•
Operating expenses (general and administrative (G&A) and sales and marketing (S&M)): $4.1 million in H1 2026, equal to 25% of revenue in H1 2026, down from 29% of revenue in H1 2025
Revenue Performance
Revenue increased 59% to $16.2 million in H1 2026 from $10.2 million in H1 2025, with growth contributed by both of the Company’s core markets. The GCC was the primary driver, more than doubling year-over-year, while Egypt grew 35%. In addition, second-quarter 2026 revenue was $8.0 million as compared to $5.28 million in the second quarter 2025, up 51% year-over-year.
Recurring revenue grew 64% from $8.68 million in H1 2025 to $14.2 million in H1 2026, and represented 88% of total revenue, in comparison to 85% in H1 2025. Transactional revenue was $2.0 million, or 12% of total revenue in H1 2026, in comparison to
$1.5 million, or 15% of total revenue in H1 2025. The Company’s enterprise-first strategy continues to drive longer-duration contracts, higher average revenue per account, and more predictable revenue streams.
Revenue Quality Metrics
Recurring Revenue:
recurring revenue represented 88% of total revenue in H1 2026, in comparison to 85% in H1 2025. Long-term enterprise contracts continued to provide predictable cash flows and reduce the impact of seasonality.
Dollar-Pegged Revenue:
dollar-pegged revenue grew 107% to $7.1 million and represented 44% of total revenue, in comparison to 34% in H1 2025. Continued expansion in the GCC and the launch of the United States and United Kingdom are expected to continue shifting the revenue base toward hard-currency earnings and reducing foreign currency exchange exposure.
Net Dollar Retention (“NDR”):
consolidated NDR was 123%, indicating that existing customers expanded their spend with Swvl year-over-year. We view this metric as reflecting strong product-market fit and the Company’s ability to grow within its installed customer base without incremental acquisition costs.
Operating Expense Discipline
Operating Expenses
(G&A and S&M combined) were $4.1 million in H1 2026, compared to $2.9 million in H1 2025, an increase of 39% against revenue growth of 59%. As a percentage of revenue, operating expenses decreased from 29% to 25%, underscoring the operating leverage in Swvl’s business model as it scales.
General and Administrative Expenses
increased by 29% to $3.7 million, compared to $2.9 million in H1 2025, however, G&A has decreased as a percentage of revenue from 28.6% in H1 2025, to 25% in H1 2026. The increase in expense is driven primarily by staff costs of $2.5 million in H1 2026 as compared to $1.5 million in H1 2025, as the Company started to build out teams for its expansion and product plans. This was partly offset by a 59% reduction in professional fees from $0.66 million in H1 2025 to $0.27 million in H1 2026.
Selling and Marketing Expenses
were $0.31 million in H1 2026, compared to $0.01 million in H1 2025, as the Company invested in its commercial team to support GCC and new-market expansion.
Balance Sheet and Liquidity
Cash and cash equivalents were $2.1 million at June 30, 2026, compared to $4.4 million at December 31, 2025. Net cash used in operating activities was $2.0 million, driven principally by a $1.9 million increase in trade and other receivables as revenue scaled, with the UAE accounting for the majority of the increase.
Subsequent to period end, on August 25 and 26, 2026, the Company entered into securities purchase agreements for the issuance and sale of an aggregate of 10,017,714 Class A Ordinary Shares in private placement transactions for aggregate gross proceeds of approximately $14.5 million, materially strengthening the Company’s liquidity position.
Mostafa Kandil, Chief Executive Officer of Swvl, commented:
“H1 2026 delivered 59% revenue growth, with the GCC revenue more than doubling and our revenue base now 88% recurring and 44% dollar-pegged. With the $14.5 million private placements signed in August 2026, we believe that we have the capital to scale across the GCC, the United Kingdom and the United States while continuing to drive toward sustained operating profitability.”
Ahmed Misbah, Chief Financial Officer of Swvl, added:
“Revenue grew 59% while operating expenses grew 39%, taking operating expenses down to 25% of revenue from 29% and improving operating margin despite absorbing new-market and ramp-up costs. Net dollar retention of 123% and recurring revenue of 88% give us a predictable base to build on.”
Financial Summary:
For H1 2026, Swvl reported revenue of $16.2 million (up 59% from $10.2 million in H1 2025), gross profit of $2.9 million (up 35%), and an operating loss of $0.6 million (vs $0.4 million). Operating expenses were $4.1 million, equal to 25% of revenue, down from 29%. GCC revenue grew 107% to $7.1 million, while Egypt revenue grew 35% to $9.1 million. Recurring revenue represented 88% of total revenue and dollar-pegged revenue represented 44%. Consolidated net dollar retention was 123%. The Company announced $14.5 million in gross proceeds from private placement transactions executed in August 2026.
Forward-Looking Statements:
This press release contains “forward-looking statements” relating to future events. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements include, but are not limited to, statements regarding future events and other statements that are not historical facts. For example, Swvl is using forward-looking statements when it discusses that the Group’s revenue base continues to shift increasingly towards being recurring and dollar-pegged, that it views the NDR metric as reflecting strong product-market fit and its ability to grow within its installed customer base without incremental acquisition costs, that its operating expenses as a percentage of revenue underscores the operating leverage in its business model as it scales, its belief that it has the capital to scale across the GCC, the United Kingdom and the United States while continuing to drive toward sustained operating profitability. These statements are based on the current expectations of Swvl’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Swvl. These statements are subject to a number of risks and uncertainties regarding Swvl’s business, and actual results may differ materially. In particular, the financial results presented herein are unaudited interim results and remain subject to year-end audit adjustments.
In addition, forward-looking statements provide Swvl’s expectations, plans, or forecasts of future events and views as of the date of this communication. Swvl anticipates that subsequent events and developments could cause Swvl’s assessments and projections to change. However, while Swvl may elect to update these forward-looking statements in the future, Swvl specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as representing Swvl’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon any forward-looking statements. Except as otherwise required by law, Swvl undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”), which is available on the SEC’s website, www.sec.gov, and in subsequent SEC filings.
About Swvl
Swvl Holdings Corp (NASDAQ: SWVL) is a leading provider of technology-driven mobility solutions for enterprises and governments. Its platform leverages real-time data, adaptive networks, and advanced technology to deliver safer, more reliable, and sustainable transportation solutions. Swvl serves corporate clients, government institutions, schools, and healthcare providers across Egypt, the Kingdom of Saudi Arabia, the UAE, Kuwait, Qatar, the United Kingdom, and the United States. For more information, visit www.swvl.com.
Contact:
Investor relations:
ir@swvl.com
Ahmed Misbah, CFO of Swvl: ahmed.misbah@swvl.com
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这条决策早于决策账本(2026-10-08 起逐条追加),没有追加记录。