Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022

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 - 32

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of financial position - As of 30 June 2023 (All amounts are shown in USD unless otherwise stated)

(Unaudited)

(Audited)

At 30 June

At 31

Note

2023

December 2022

ASSETS

Non-current assets

Property and equipment

4

872,685

1,270,838

Intangible assets

5

179,480

10,534,278

Right-of-use assets

587,109

815,646

Sublease receivables

215,491

553,029

Deferred tax assets

19

9,408,649

18,708,988

11,263,414

31,882,779

Current assets

Prepaid expenses and other current assets

6

2,584,667

3,298,377

Trade and other receivables

7

5,952,470

14,815,432

Sublease receivables

841,974

648,523

Cash and cash equivalents

8

376,768

1,538,347

9,755,879

20,300,679

Assets classified as held for sale

22

13,633,830

5,279,098

Total assets

34,653,123

57,462,556

EQUITY AND LIABILITIES

EQUITY

Share capital

9

16,955

13,903

Share premium

9

345,942,255

343,435,529

Employee share scheme reserve

10

387,468

773,666

Foreign currency translation reserve

(11,500,743)

(4,347,257)

Reserve of disposal groups classified as held for sale

3,715,263

(492,474)

Accumulated deficit

(330,485,312)

(332,562,780)

Equity attributable to equity holders of the Parent Company

8,075,886

6,820,587

Non-controlling interests

(3,039,317)

(4,191,394)

Total equity

5,036,569

2,629,193

LIABILITIES

Non-current liabilities

Provision for employees' end of service benefits

-

267,751

Derivative warrant liabilities

11

1,317,091

1,317,091

Deferred purchase price

13

70,168

194,093

Lease liabilities

1,393,484

1,592,111

2,780,743

3,371,046

Current liabilities

Deferred purchase price

13

988,038

7,425,488

Accounts payable, accruals and other payables

12

14,917,098

33,418,502

Current tax liabilities

472,101

1,027,404

Due to related party

556,000

-

Loans from a related party

139,985

-

Lease liabilities

596,361

751,015

17,669,583

42,622,409

Liabilities directly associated with assets classified as held for sale

22

9,166,228

8,839,908

Total liabilities

29,616,554

54,833,363

Total equity and liabilities

34,653,123

57,462,556

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(2)

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of comprehensive profit or loss - For the period ended 30 June 2023 (All amounts are shown in USD unless otherwise stated)

(Unaudited)

(Unaudited)

Note

2023

2022

Continuing operations

Revenue

14

11,116,013

21,671,391

Cost of sales

15

(9,352,628)

(24,409,896)

Gross income/(loss)

1,763,385

(2,738,505)

General and administrative expenses

16

(2,786,562)

(40,163,103)

Selling and marketing costs

(19,967)

(11,165,925)

Other expenses

17

(2,305,274)

(1,906,995)

Other income

18

16,767,714

4,649

Operating profit/(loss)

13,419,296

(55,969,879)

Change in fair value of financial liabilities

149,430

62,324,575

Recapitalization cost

23

-

(139,609,424)

Impairment of financial assets

-

(10,000,890)

Gain on disposal of subsidiaries

967,310

-

Write-down of assets held for sale

(10,889,775)

-

Finance income

4,834

77,735

Finance cost

(61,810)

(3,474,108)

Profit/(loss) before tax from continuing operations

3,589,285

(146,651,991)

Income tax benefit

19

-

672,857

Profit/(loss) for the period from continuing operations

3,589,285

(145,979,134)

Discontinued operations

Loss for the period/year from discontinued operations

22

(1,511,817)

(15,640,435)

Profit/(loss) for the period

2,077,468

(161,619,569)

Attributable to:

Equity holders of the Parent Company

2,077,468

(159,738,379)

Non-controlling interests

-

(1,881,190)

2,077,468

(161,619,569)

Profit/(loss) per share attributable to equity holders of the Parent

Company

Basic

20

0.32

(1.50)

Diluted

20

0.25

(1.50)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Exchange differences on translation of foreign operations, net of tax

(2,945,749)

(1,588,579)

Total comprehensive loss for the period

(868,281)

(163,208,148)

Attributable to:

Equity holders of the Parent Company

(868,281)

(161,326,958)

Non-controlling interests

-

(1,881,190)

(868,281)

(163,208,148)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(3)

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of changes in equity - As of 30 June 2023 (All amounts are shown in USD unless otherwise stated)

Equity/(deficit)

Reserve for

Foreign

attributable to

Share-based

disposal

currency

equity holders

Non-

Share

Share

compensation

group held

translation

Accumulated

of the Parent

controlling

Total

Note

capital

Premium

reserve

for sale

reserve

losses

Company

interests

equity/(deficit)

As at January 1, 2022 (recast) (Audited)

8,529

88,873,188

36,929,523

-

450,863

(216,066,255)

(89,804,152)

66,378

(89,737,774)

Total comprehensive loss for the period

Loss for the period

-

-

-

-

-

(159,738,379)

(159,738,379)

(1,881,190)

(161,619,569)

Other comprehensive loss for the period

-

-

-

-

(1,588,579)

-

(1,588,579)

-

(1,588,579)

-

-

-

-

(1,588,579)

(159,738,379)

(161,326,958)

(1,881,190)

(163,208,148)

Issuance of shares

39

2,670,139

-

-

-

-

2,670,178

-

2,670,178

Issuance of shares to PIPE Investors

397

39,663,603

-

-

-

-

39,664,000

-

39,664,000

Issuance of shares to SPAC shareholders

1,395

-

-

-

-

-

1,395

-

1,395

Conversion of convertible notes

1,612

145,952,505

-

-

-

-

145,954,117

-

145,954,117

Recapitalizations costs

-

121,077,329

-

-

-

-

121,077,329

-

121,077,329

Costs attributable to the issuance of shares in

…connection with the business combination

-

(8,467,766)

-

-

-

-

(8,467,766)

-

(8,467,766)

Fair value of shares earnouts

-

(75,550,455)

-

-

-

-

(75,550,455)

-

(75,550,455)

Acquisition of a subsidiary

-

-

-

-

-

-

-

2,825,151

2,825,151

Employee share scheme reserve

-

-

257,093

-

-

-

257,093

-

257,093

As at June 30, 2022 (recast) (Unaudited)

11,972

314,218,543

37,186,616

-

(1,137,716)

(375,804,634)

(25,525,219)

1,010,339

(24,514,880)

As at 1 January 2023 (Audited)

13,903

343,435,529

773,666

(492,474)

(4,347,257)

(332,562,780)

6,820,587

(4,191,394)

2,629,193

Total comprehensive loss for the period

Profit for the period

-

-

-

-

-

2,077,468

2,077,468

-

2,077,468

Other comprehensive loss for the period

-

-

-

-

(2,945,749)

-

(2,945,749)

-

(2,945,749)

-

-

-

-

(2,945,749)

2,077,468

(868,281)

-

(868,281)

Issuance of shares

9

3,052

2,506,726

-

-

-

-

2,509,778

-

2,509,778

Employee share scheme reserve

-

-

(386,198)

-

-

-

(386,198)

-

(386,198)

Discontinued operations

-

-

-

4,207,737

(4,207,737)

-

-

-

-

Disposal of a subsidiary

-

-

-

-

-

-

-

1,152,077

1,152,077

As at June 30, 2023 (Unaudited)

16,955

345,942,255

387,468

3,715,263

(11,500,743)

(330,485,312)

8,075,886

(3,039,317)

5,036,569

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

(4)

Swvl Holdings Corp and its subsidiaries

Condensed interim consolidated statement of cash flows - for the period ended 30 June 2023 (All amounts are shown in USD unless otherwise stated)

For the six-month period ended

30 June

(Unaudited)

(Unaudited)

2023

2022

Profit before tax from continued operations

3,589,285

(146,602,899)

Loss before tax from discontinued operations

(1,511,817)

(15,640,435)

Profit/(loss) for the year before tax

2,077,468

(162,243,334)

Adjustments to reconcile profit/(loss) before tax to net cash flows:

Depreciation of property and equipment

513,463

365,340

Depreciation of right-of-use assets

804,836

703,553

Amortization of intangible assets

1,844,585

676,750

Write down of assets held for sale

10,889,775

-

Other non - cash income

(16,637,801)

-

Gain on disposal of subsidiaries

(967,310)

-

Change in fair value of financial liabilities

(149,430)

(62,324,575)

Provision for employees' end of service benefits

37,711

322,955

Other non-cash expenses

-

5,919,585

Gain on disposal of right-of-use assets

-

(85,636)

Impairment of financial assets

-

10,000,890

Recapitalization costs

-

139,609,424

Employee share scheme reserve charges

-

257,093

(1,586,703)

(66,797,955)

Changes in working capital:

Trade and other receivables

3,209,551

(8,114,968)

Prepaid expenses and other current assets

779,057

(3,988,021)

Due to related party

556,000

-

Accounts payable, accruals and other payables

(159,887)

1,992,144

Current tax liabilities

(555,303)

518,387

Payment of employees' end of service benefits

-

(439,914)

Net cash flows from/(used in) operating activities

2,242,715

(76,830,327)

Cash flows from an investing activity

Sublease rentals received

144,087

-

Purchase of property and equipment

-

(1,191,592)

Purchase of financial assets

-

(5,000,010)

Capitalized development costs

-

(1,666,934)

Payment for acquisition of subsidiary, net of cash acquired

-

(1,463,293)

Net cash flows from/(used in) investing activities

144,087

(9,321,829)

Cash flows from financing activities

Proceeds from issuance of share capital

635

32,333,801

Proceeds from issuance of convertible notes

788,828

26,336,000

Repayment of loan from related party

(318,256)

(35,066)

Repayment of external loan

(707,125)

-

Finance lease liabilities paid, net of accretion

(870,771)

(436,677)

Proceed from PIPE subscription

-

39,664,000

Finance cost paid

-

(182,996)

Net cash flows (used in)/from financing activities

(1,106,689)

97,679,062

Net increase in cash and cash equivalents

1,280,113

11,526,906

Cash and cash equivalents at the beginning of the year

2,696,276

9,529,723

Effects of exchange rate changes on cash and cash equivalents

(3,057,865)

(1,752,249)

Cash and cash equivalents at the end of the year

918,524

19,304,380

The accompanying notes are an integral part of these condensed interim consolidated financial statements. (5)

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022

  • 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 2023 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)".

Reverse recapitalization

On 28 July 2021, the Parent Company and Queen's Gambit Growth Capital, a Cayman Islands exempted company with limited liability (the "SPAC") listed on the Nasdaq Capital Market ("NASDAQ"), and certain other parties have entered into a definitive agreement for a business combination that would result in the Group becoming a publicly listed company upon completion of the aforementioned transaction.

On March 31, 2022 (the "Closing Date"), the Parent Company consummated the transactions contemplated by the Business Combination Agreement (the "Business Combination Agreement"), dated as of July 28, 2021, as amended, between Swvl Inc., Queen's Gambit Growth Capital and other merger companies.

As a result of the mergers and the other transactions (the "Transaction") contemplated by the Business Combination Agreement, the merged Queen's Gambit Surviving Company and Swvl Inc. each became wholly owned subsidiaries of the Parent Company, and the securityholders of the SPAC and Swvl Inc. became securityholders of the Parent Company.

(6)

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022 (continued)

  • Establishment and operations (continued)

Reverse recapitalization (continued)

The Parent Company's Second Amended and Restated Memorandum and Articles of Association authorizes the issuance of up to 555,000,000 shares, consisting of (a) 500,000,000 Class A Ordinary Shares and (b) 55,000,000 preferred shares. All outstanding Class A Ordinary Shares are fully paid and non-assessable. To the extent they are issued, certificates representing Class A Ordinary Shares are issued in registered form. All options, regardless of grant dates, will entitle holders to an equivalent number of Class A Ordinary Shares once the vesting and exercising conditions are met.

Subsequent to the closing of the Transaction, there were 118,496,102 Class A Ordinary Shares with par value of $0.0001 per share that were outstanding and issued. There were also 17,433,333 Warrants outstanding, at the closing of the Transaction, each exercisable at $11.50 per one Class A Ordinary Share, of which 11,500,000 are public warrants ("Public Warrants") listed on NASDAQ and 5,933,333 private placement warrants ("Private Warrants") held by the Sponsor (Note 12).

Pursuant to the terms of the Business Combination Agreement, at the Closing Date, among other things, each shareholder of Swvl Inc.'s outstanding a) Common Shares A, b) Common Shares B and c) Class A, B, C, D and D-1 preferred shares received approximately 1,510 ("Conversion Ratio") shares of the Parent Company's common shares A and the contingent right to receive certain Earnout Shares, for each share of the Company's common shares, par value $0.0001 per share in exchange of original shares. The conversion ratio was calculated by dividing the total number of shares to be allocated to the pre-Business Combination shareholders (which was obtained by dividing the valuation by $10 SPAC share price) by the number of shares outstanding pre-Business Combination. Owing to the nature of the transaction, the comparative figures have been recast.

Concurrently at the Closing Date, each outstanding and unexercised option (vested or not) to purchase Swvl Inc.'s Common Shares, was converted to an option to purchase approximately 1,510 of the Parent Company's common Shares A and the contingent right to receive certain Earnout restricted Stock Units ("Earnout RSUs") at an exercise price per option equal to (x) the exercise price per option divided by (y) the exchange ratio.

Considering the facts of the Business Combination Agreement, it was assumed that the quoted price of the Company's Common Shares A inherently considers the impact of the contingently issuable Earnout Shares, and it was part of an equity transaction between parties to the Transaction.

In addition, pursuant to the terms of the Business Combination Agreement, at the Closing Date, each outstanding Queen's Gambit Warrant was automatically assumed and converted into a new Warrant to acquire new Swvl's Common Share A, subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Queen's Gambit Warrants.

(7)

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022 (continued)

  • Establishment and operations (continued)

Reverse recapitalization (continued)

In connection with the consummated Business Combination Agreement, certain investors ("PIPE Investors") completed a private placement of 12,188,711 Common Shares A of the Parent Company for an aggregate purchase price of $111.5 million, of which $71.8 million were automatically exchanged to shares representing exchangeable notes issued by Swvl Inc. to certain PIPE investors prior to the consummated Merger.

Pursuant to the Business Combination Agreement, the SPAC does not meet the definition of a business under the guidance of IFRS 3, hence the Transaction was accounted for as a recapitalization in accordance with IFRS 2. Under this method of accounting, Queen's Gambit Growth Company is treated as the acquired company and Swvl Inc. is treated as the acquirer for financial statement reporting purposes. Swvl Inc. has been determined to be the accounting acquirer based on evaluation of the facts and circumstances of the business combination.

The following table summarizes the proceeds raised and issuance costs incurred related to the Business Combination on 30 March 2022:

Number of

shares

USD

Public shares outstanding

34,500,000

345,000,000

Shares redeemed

(29,175,999)

(291,759,990)

Shares issued to SPAC public investors

5,324,001

53,240,010

Shares converted for SPAC founders

8,625,000

-

13,949,001

53,240,010

Cash from reverse recapitalization

53,240,010

SPAC reverse recapitalization professional fees

(20,906,209)

Net proceeds from reverse recapitalization

32,333,801

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.

(8)

Swvl Holdings Corp and its subsidiaries

Notes to the condensed interim consolidated financial statements (unaudited) For the six-month periods ended 30 June 2023 and 2022 (continued)

  • Establishment and operations (continued)

1.1 Consolidated subsidiaries (continued)

As of 30 June 2023, 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.

  1. Continued operations

Legal ownership %

Country of

Principal

Company name

incorporation

30-June-23

31-Dec-22

business activities

Swvl Inc.

British Virgin Islands

100%

100%

Holding company

Pivotal Merger Sub Company I

Cayman Islands

100%

100%

Merger entity

Headquarters and

Swvl Global FZE

UAE

100%

100%

management activities

Swvl for Smart Transport Applications and

Services LLC

Egypt

99.80%

99.80%

Providing a technology

Swvl Technologies FZE

UAE

100%

100%

platform to enable

Kingdom of Saudi

passenger transportation

Swvl Saudi for Information Technology

Arabia

100%

100%

ii)

Discontinued operations

Legal ownership %

Country of

Company name

incorporation

30-June-23

31-Dec-22

Swvl Pakistan (Private) Ltd.

Pakistan

-

99.99%

Swvl NBO Limited

Kenya

100%

100%

Swvl Technologies Ltd.

Kenya

100%

100%

Smart Way Transportation LLC (i)

Jordan

-

-

Swvl My For Information Technology SDN BHD

Malaysia

100%

100%

Shotl Transportation, S.L.

Spain

-

55%

Viapool Inc. (ii), a direct subsidiary of Swvl Global

FZE

Delaware, USA

51%

51%

Movilidad Digital SAS (ii), a subsidiary of Viapool,

Inc.

Argentina

51%

51%

Viapool SRL (ii), a subsidiary of Viapool, Inc.

Argentina

51%

51%

Viapool SPA (ii), a subsidiary of Viapool, Inc.

Chile

51%

51%

Swvl Brasil Tecnologia LTDA (ii), a subsidiary of

Viapool, Inc.

Brazil

51%

51%

Swvl Germany GmbH (formerly "Blitz B22-203

GmbH") (iii), a direct subsidiary of Swvl Inc.

Germany

100%

100%

Door2Door GmbH (iii), a subsidiary of Swvl

Germany GmbH

Germany

100%

100%

Volt Lines B.V. (iv), a direct subsidiary of Swvl

Global FZE.

Netherlands

-

100%

Volt Lines Akilli Ulasim Teknolojileri ve

Tasimacilik AS (iv), a subsidiary of Volt Lines B.V.

Turkey

-

100%

Volt Lines MENA limited (iv), a subsidiary of Volt

Lines B.V.

UAE

-

100%

Urbvan mobility ltd., a direct subsidiary of Swvl

Global FZE.

Cayman entity

100%

100%

Urbvan intermediate holdings, llc, a subsidiary of

Urbvan mobility ltd.

Delaware, USA

100%

100%

Commute technologies s.a.p.i. de c.v., a subsidiary

of Urbvan mobility ltd.

Mexico

100%

100%

Urbvan commute operations s.a.p.i. de c.v., a

subsidiary of Urbvan mobility ltd.

Mexico

100%

100%

Ops transit mobility, s.a. de c.v., a subsidiary of

Urbvan mobility ltd.

Mexico

100%

100%

ID vans, s.a.p.i. de c.v., a subsidiary of Urbvan

mobility ltd.

Mexico

100%

100%

Admin mobility, s.a. de c.v., a subsidiary of Urbvan

mobility ltd.

Mexico

100%

100%

Principal business activities

Providing a technology platform to enable passenger transportation

Holding company

Providing a technology platform to enable passenger transportation

Holding company Providing a technology platform to enable passenger transportation

Holding company

Providing a technology platform to enable passenger transportation

Holding company

Providing a technology platform to enable passenger transportation

(9)

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Swvl Holdings Corporation published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 07:08:26 UTC.