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 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 December |
| | Note | | 2023 | | 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 |
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) |
op
| |
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 |
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 |
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
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 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.
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).
(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)
1 | Establishment and operations (continued) |
Reverse recapitalization (continued)
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.
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 |
(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)
1 | Establishment and operations (continued) |
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 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.
i) | Continued operations |
| | | | | | | | |
|
| Country of |
| Legal ownership % |
| 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 |
Swvl Global FZE |
| UAE |
| 100 | % | 100 | % | Headquarters and |
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 |
Swvl Saudi for Information Technology |
| Kingdom of Saudi Arabia |
| 100 | % | 100 | % | passenger transportation |
(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)
1.1 | Consolidated subsidiaries (continued) |
ii) | Discontinued operations |
| | | | | | | | |
|
| Country of |
| Legal ownership % | | Principal | ||
Company name | | incorporation |
| 30-June-23 |
| 31-Dec-22 |
| business activities |
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 |
| — |
| — |
| Providing a technology |
Swvl My For Information Technology SDN BHD |
| Malaysia |
| 100 | % | 100 | % | platform to enable |
Shotl Transportation, S.L. |
| Spain |
| — |
| 55 | % | passenger transportation |
Viapool Inc. (ii), a direct subsidiary of Swvl Global FZE |
| Delaware, USA |
| 51 | % | 51 | % | Holding company |
Movilidad Digital SAS (ii), a subsidiary of Viapool, Inc. |
| Argentina |
| 51 | % | 51 | % | |
Viapool SRL (ii), a subsidiary of Viapool, Inc. |
| Argentina |
| 51 | % | 51 | % | Providing a technology |
Viapool SPA (ii), a subsidiary of Viapool, Inc. |
| Chile |
| 51 | % | 51 | % | platform to enable |
Swvl Brasil Tecnologia LTDA (ii), a subsidiary of Viapool, Inc. |
| Brazil |
| 51 | % | 51 | % | passenger transportation |
Swvl Germany GmbH (formerly “Blitz B22-203 GmbH”) (iii), a direct subsidiary of Swvl Inc. |
| Germany |
| 100 | % | 100 | % | Holding company |
Door2Door GmbH (iii), a subsidiary of Swvl Germany GmbH |
| Germany |
| 100 | % | 100 | % | Providing a technology |
Volt Lines B.V. (iv), a direct subsidiary of Swvl Global FZE. |
| Netherlands |
| — |
| 100 | % | Holding company |
Volt Lines Akilli Ulasim Teknolojileri ve Tasimacilik AS (iv), a subsidiary of Volt Lines B.V. |
| Turkey |
| — |
| 100 | % | Providing a technology |
Volt Lines MENA limited (iv), a subsidiary of Volt Lines B.V. |
| UAE |
| — |
| 100 | % | passenger transportation |
Urbvan mobility ltd., a direct subsidiary of Swvl Global FZE. |
| Cayman entity |
| 100 | % | 100 | % | Holding company |
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 | % | Providing a technology |
Urbvan commute operations s.a.p.i. de c.v., a subsidiary of Urbvan mobility ltd. |
| Mexico |
| 100 | % | 100 | % | platform to enable |
Ops transit mobility, s.a. de c.v., a subsidiary of Urbvan mobility ltd. |
| Mexico |
| 100 | % | 100 | % | passenger transportation |
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 | % | |
(9)
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)
2 | Basis of preparation |
i) | Compliance with IFRS |
These condensed interim consolidated financial statements are for the six-month periods ended 30 June 2023 and 2022 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 International Financial Reporting Standards (“IFRS”) and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2022. 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.
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 had net profits of $ 2,077,468 for the six-month period ended 30 June 2023 ($161,619,569 for the six-month period ended 30 June 2022), accumulated losses of $ 330,485,312 as at 30 June 2023 ($ 332,562,780 as at 31 December 2022), positive operating cash flows of $ 2,242,715 for the six-month period ended 30 June 2023 (negative operating cash flows of $ 76,830,327 for the year ended 31 December 2022). 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.
The Group funded its operations primarily with proceeds from the issuance of Class A Ordinary Shares. On 31 March 2022, the Group received gross proceeds of $53.2 million and $111.5 million from the reverse recapitalization transaction and sale of shares to certain PIPE investors, respectively. During the year, the Group received additional gross proceeds of $28 million through issuance of Class A Ordinary Shares.
The Group initiated portfolio optimization plans throughout the year ended 31 December 2022 that shift focus to profitability and positive working capital, strengthening the Group’s financial position. As a result of these plans, the Group’s Board of Directors resolved to discontinue operations of non-profitable subsidiaries whose cash flows are unlikely to turn positive.
In January 2023, the Group finalized sale of Voltlines B.V for an amount of $ 5,000,000, which was used to settle the deferred purchase price owed to the original shareholders of the subsidiary.
(10)
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)
2 | Basis of preparation (continued) |
2.1 | Going concern (continued) |
In September 2023, the Group finalized the sale of Urbvan Mobility Ltd. for an amount of $ 12,000,000 ($9,600,000 net of selling costs) which was used to settle the Group’s liabilities and supporting the continuing operations’ growth. Further, throughout 2023, management has entered into a number of settlement agreements with the Group’s creditors. These agreements discharge the Group from a portion of the liabilities owed to the creditors. Those settlement agreements have further contributed to strengthening the Group’s financial position throughout 2023.
In addition to the above, management has performed a going concern assessment for a period of twelve months from the date of approval of these financial statements to assess whether conditions exist that raise substantial doubt regarding the Group’s ability to continue as a going concern. Management has used conservative assumptions in assessing the Group’s ability to continue as a going concern. Management has assumed growth rates through the twelve months following the issuance date of these consolidated financial statements based on (i) historical data, (ii) the operational results subsequent to the financial reporting date up to the date of the assessment, and (iii) sales projections and strategic operational expansion plans within existing markets. This assessment indicates that the Group has sufficient liquidity to settle liabilities as they become due for the next twelve months.
Based on the above facts, management believes that they will be successful in maintaining existing markets as self-sufficient, cash generating operational units with positive working capital and executing the planned strategy to meet working capital and capital expenditure requirements that may fall for the next twelve months after the approval of the consolidated financial statements. Further, management intends to utilize the proceeds from the sale of the subsidiaries in growth activities for the existing markets and expansions into potential new markets. across the Group. Based on this, management believes it remains appropriate to prepare these consolidated financial statements on a going concern basis.
2.3 | 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.
2.4Accounting policies
The accounting policies used for the condensed interim consolidated financial statements for the six-month period ended 30 June 2023 are consistent with those used in the annual consolidated financial statements for the year ended 31 December 2022.
3Critical 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 2023 and 2022, 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 2022.
(11)
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)
4Property and equipment
The property and equipment net book value consists of the following:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Leasehold improvements |
| 672,511 |
| 749,750 |
Furniture, fittings and equipment |
| 200,174 |
| 521,088 |
Property and equipment, net |
| 872,685 |
| 1,270,838 |
5Intangible assets
| | | | |
|
| (Unaudited) |
| (Audited) |
|
| At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | Net book value | | Net book value |
|
| USD |
| USD |
| | | | |
Licenses |
| 179,480 |
| — |
Trade name |
| — |
| 937,500 |
Customer list (B2B relationships) |
| — |
| 3,692,778 |
Developed technology |
| — |
| 5,904,000 |
|
| 179,480 |
| 10,534,278 |
During the six-month period ended 30 June 2023, $ 10,534,278 have been transferred to Assets Classified as held for sale. The assets are associated with Urbvan Mobility Ltd. and are comprised of trade name, customer lists, and developed technologies.
6Prepaid expenses and other current assets
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Prepaid expenses |
| 1,410,935 |
| 1,748,073 |
Withholding tax receivables |
| 971,251 |
| 941,843 |
Advance to captains |
| 202,481 |
| 608,461 |
|
| 2,584,667 |
| 3,298,377 |
(12)
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)
7Trade and other receivables
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Trade receivables | | 4,713,425 | | 8,816,368 |
Customer wallet receivables |
| 1,185,361 |
| 1,595,542 |
Accrued income |
| 1,840,435 |
| 3,719,488 |
Less: provision for expected credit losses |
| (1,795,073) |
| (2,465,258) |
|
| 5,944,148 |
| 11,666,140 |
| | | | |
Other receivables |
| 8,322 |
| 3,149,292 |
|
| 5,952,470 |
| 14,815,432 |
8Cash and bank balances
For the purpose of the cash flow statement, cash and cash equivalents comprise the following:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Cash in hand | | 6,597 | | 1,495 |
Cash at banks |
| 370,171 |
| 1,536,852 |
|
| 376,768 |
| 1,538,347 |
For the purpose of the cash flow statement, cash and cash equivalents comprise the following:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Cash attributable to continued operations |
| 376,768 |
| 1,538,347 |
Cash attributable to discontinued operations |
| 541,756 |
| 1,157,929 |
|
| 918,524 |
| 2,696,276 |
9Share capital
On 31 March 2022, the Parent Company’s common stock and warrants began trading on NASDAQ under the ticker symbols “SWVL” and “SWVLW,” respectively. The Parent Company is authorized to issue 555,000,000 shares, consisting of (a) 500,000,000 Class A Ordinary Shares with a par value of $0.0001 per share and (b) 55,000,000 preferred shares with a par value of $0.0001 per share. As a result of the Transaction, each outstanding share of Swvl Inc. capital stock was converted into the right to receive newly issued shares of the Company’s Class A ordinary shares at the respective Conversion Ratio, and the contingent right to receive certain Earnout Shares, for each share of the Parent Company’s common shares.
(13)
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)
9Share capital (continued)
During the period, the Group has restructured its authorised shares and issued ordinary shares as detailed below:
(a) | The number of ordinary shares which the Group is authorised 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 authorised 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 as at 30 June 2023:
| | | | |
|
| At 30 June 2023 | ||
|
| Authorised |
| Issued |
Class A ordinary shares |
| 20,000,000 |
| 6,782,000 |
Preferred shares |
| 55,000,000 |
| — |
|
| 75,000,000 |
| 6,782,000 |
| | | | |
| | At 30 June 2023 | ||
| | Number | | Share |
|
| of shares |
| capital |
Issuance of shares to Swvl Inc. shareholders | | 4,632,557 | | 11,581 |
Issuance of shares to SPAC shareholders | | 557,960 | | 1,395 |
Conversion of convertible notes | | 645,018 | | 1,612 |
Issuance of shares to PIPE investors | | 158,656 | | 397 |
Other shares issued during the year | | 787,809 | | 1,970 |
| | 6,782,000 | | 16,955 |
| | |
|
| At 30 June 2023 |
| | Share Premium |
Issuance of shares to Swvl Inc. shareholders |
| 91,379,914 |
Conversion of convertible notes |
| 145,952,505 |
Issuance of share to PIPE investors |
| 39,663,603 |
Recapitalization costs (Note 23) |
| 121,077,329 |
Other shares issued during the year |
| 31,887,125 |
|
| 429,960,476 |
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) |
|
| 345,942,255 |
(14)
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)
10Employee share scheme reserve
At 30 June 2023, the employee share scheme reserve balance was $ 387,468 (at 31 December 2022: $773,666).
Total charge arising from share-based payment transactions recognized in the consolidated statement of comprehensive income as part of employee benefit was $ 386,198 for the six-month period ended 30 June 2023 (expense of $257,093 for the six-month period ended 30 June 2022). The fair value change is a result of the decline in share price during the year which, in turn, led to a decrease in the probability of exercising options and the value of each option. Grant date was achieved after the award date for majority of awarded shares as the grant date was linked to the business combination transaction. Shares was only granted when business combination transaction was consummated.
On 14 April 2022, the board of directors of the Parent Company passed a unanimous resolution to change the maximum number of share options that the Company is authorized to grant to its employees as identified by the management. This extension remains at similar terms with the original options, where 25% of the options vest annually from the issue date and are exercisable up to 10 years from the issue date.
11Derivative warrant liabilities
Private and Public Warrants
Prior to the Transaction, the SPAC issued 17,433,333 warrants each exercisable at $11.50 per one Class A Ordinary Share, of which 11,500,000 are Public Warrants listed on NASDAQ and 5,933,333 Private Warrants held by the sponsor. Upon closing of the Transaction, the Parent Company assumed the Public Warrants and Private Warrants. Each whole warrant entitles the holder to purchase one share of the Company’s Class A ordinary shares at a price of $11.50 per share.
The Public Warrants will expire 5 years after completion of the transaction. The Parent Company has the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Parent Company’s Class A ordinary shares equals or exceeds $18.00 per share.
The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the ordinary shares issuable upon exercise of the Private Warrants, so long as they are held by the sponsor or its permitted transferees, (i) will not be redeemable by the Parent Company, (ii) may not be transferred, assigned or sold by the holders until 30 days after the completion of the Transaction, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Warrants are held by holders other than the sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
Series A and Series B Warrants
On 9 August 2022, the Group entered a private placement agreement (“Securities Purchase Agreement”) to sell Class A Ordinary Shares and Warrants to an investor for a total subscription amount of $20 million which are paid in full at the date of execution. In accordance with the terms of the Securities Purchase Agreement, the investor received 12,121,214 Series A Warrants exercisable within 5 years and 6,060,607 Series B Warrants exercisable within 2 years.
| | | | |
|
| (Unaudited) |
| |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Opening balance |
| 1,317,091 |
| — |
Recognized pursuant to the reverse acquisition transaction |
| — |
| 35,487,284 |
Change in fair value during the period/year |
| — |
| (34,170,193) |
Ending balance |
| 1,317,091 |
| 1,317,091 |
(15)
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)
12Accounts payable, accruals and other payables
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Financial items |
|
|
|
|
Accounts payables |
| 12,229,237 |
| 29,158,270 |
Other payables |
| 1,071,990 |
| 1,296,594 |
Captain payables |
| 270,632 |
| 608,085 |
Accrued expenses |
| 159,733 |
| 523,758 |
Advances from customers |
| — |
| 338,425 |
|
| 13,731,592 |
| 31,925,132 |
Non-financial items |
|
|
|
|
Advances from individual customers (e-wallets) |
| 1,185,506 |
| 1,493,370 |
Total accounts payable, accruals and other payables |
| 14,917,098 |
| 33,418,502 |
During the six-month period ended 30 June 2023, the Group entered into settlement agreements with a significant number of creditors. These agreements release the Group of a significant portion of creditor balances, mainly associated with the SPAC transaction, as of the reporting period by discounting a portion of the liability. These agreements resulted in discounts amounting to $ 16,637,801 million that were contingent on the Group’s immediate settlement of these outstanding balances upon the closing date of the agreements (Note 18). The Group abided by the terms of these agreements and settled the outstanding balances at the respective closing date of each agreement. The discounted amounts were charged to the condensed interim consolidated financial statements.
13Deferred purchase price
The movement in the deferred purchase price is as follows:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Opening balance |
| 7,619,581 |
| 3,618,902 |
Acquisitions |
| — |
| 36,507,949 |
Change in fair value |
| (876,610) |
| (31,844,346) |
Issuance of shares |
| (306,936) |
| (662,924) |
Settlements |
| (5,377,829) |
| — |
Ending balance |
| 1,058,206 |
| 7,619,581 |
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.
(16)
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)
13Deferred purchase price (continued)
The deferred purchase price is detailed as follows:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Shotl |
| 627,158 |
| 1,004,987 |
Urbvan |
| 425,313 |
| 1,598,729 |
Door2Door |
| 5,735 |
| 15,865 |
Voltlines |
| — |
| 5,000,000 |
|
| 1,058,206 |
| 7,619,581 |
| | | | |
|
| (Unaudited) |
| (Audited) |
Maturity analysis | | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Less than one year (current) | | 988,038 | | 7,425,488 |
One to five years (non-current) |
| 70,168 |
| 194,093 |
|
| 1,058,206 |
| 7,619,581 |
14Revenue
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, net of items as disclosed in the revenue reconciliation table below.
Disaggregated revenue information
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Business to business – TaaS |
| 8,194,324 |
| 15,651,129 |
Business to customers – B2C |
| 2,921,689 |
| 6,020,262 |
|
| 11,116,013 |
| 21,671,391 |
Revenue by geographical location
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Egypt |
| 10,389,858 |
| 19,085,808 |
Kingdom of Saudi Arabia |
| 726,155 |
| 2,005,566 |
United Arab Emirates |
| — |
| 580,017 |
|
| 11,116,013 |
| 21,671,391 |
(17)
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)
15Cost of sales
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Captain costs |
| 9,329,612 |
| 23,476,732 |
Captain bonuses |
| 68,844 |
| 401,393 |
Captain deductions |
| (87,195) |
| (7,636) |
Tolls and fines |
| 41,367 |
| 539,407 |
|
| 9,352,628 |
| 24,409,896 |
16General and administrative expenses
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Staff costs |
| 1,490,040 |
| 15,651,983 |
Technology costs |
| 458,376 |
| 5,768,321 |
Professional fees |
| 244,135 |
| 4,663,753 |
Depreciation of property and equipment |
| 137,519 |
| 80,620 |
Outsourced employees |
| 125,622 |
| 4,281,472 |
Depreciation of right-of-use assets |
| 107,039 |
| 592,507 |
Office expenses |
| 73,207 |
| 964,931 |
Rent expense |
| 55,727 |
| 224,266 |
Customer experience costs |
| 32,278 |
| 2,306,120 |
Other expenses |
| 20,371 |
| 2,207,618 |
Travel and accommodation |
| 19,551 |
| 1,396,514 |
Insurance |
| 17,534 |
| 82,757 |
Amortization of intangible assets |
| 4,628 |
| — |
Entertainment |
| 535 |
| 115,779 |
Expansion expenses |
| — |
| 1,826,462 |
|
| 2,786,562 |
| 40,163,103 |
17 | Other expenses |
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Listing costs |
| 2,305,274 |
| 1,906,995 |
|
| 2,305,274 |
| 1,906,995 |
(18)
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)
18 | Other Income |
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Creditors settlements (Note 12) |
| 16,637,801 |
| — |
Other income |
| 129,913 |
| 4,649 |
|
| 16,767,714 |
| 4,649 |
19Taxes
19.1Components of provision for income taxes
The below table summarizes the income tax benefits and corporate tax expenses incurred by the group:
| | | | |
| | (Unaudited) For the six-month | ||
| | period ended 30 June | ||
|
| 2023 |
| 2022 |
| | USD | | USD |
| | | | |
Income tax benefit | | — |
| 672,857 |
Corporate tax expense | | — |
| — |
| | — |
| 672,857 |
19.2Deferred 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 as of the six-month period ended 30 June 2023 indicated below were as follows:
| | | | |
|
| (Unaudited) For |
| |
| | the six-month | | (Audited) For the |
| | period ended 30 | | year ended 31 |
| | June 2023 | | December 2022 |
| | USD | | USD |
| | | | |
Deferred tax asset movement: | |
| |
|
Opening balance |
| 18,708,988 |
| 14,631,743 |
Income tax benefit | | — | | 3,225,251 |
Deferred tax credits acquired through business combinations |
| — |
| 4,104,774 |
Foreign currency adjustments | | (4,839,149) | | (3,252,780) |
Transfers to assets held for sale | | (4,461,190) | | — |
Closing balance |
| 9,408,649 |
| 18,708,988 |
(19)
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)
20Earnings/(loss) per share
Basic earnings/(loss) per share is computed by dividing the net profit/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, adjusted for the effect of the Conversion Ratio as discussed in Note 1 and applied retrospectively to all prior years presented.
15 million 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.
As the Group was loss-making during 2022, 2021 and 2020, potentially dilutive instruments all have an anti-dilutive impact and therefore 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 earnings/(loss) 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 2023 | | June 2022 |
Profit/(loss) from continuing operations for the year attributable to equity holders of the Parent Company |
| 3,589,285 |
| (145,979,134) |
Loss from discontinued operations for the year attributable to equity holders of the Parent Company |
| (1,511,817) |
| (13,759,245) |
| | | | |
Weighted average number of ordinary shares outstanding during the year |
| 6,566,922 |
| 106,253,308 |
| | | | |
Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – basic |
| 0.55 |
| (1.37) |
| | | | |
Profit/(loss) per share attributable to equity holders of the Parent Company from continuing operations – diluted |
| 0.44 |
| (1.37) |
| | | | |
Profit/(loss) per share attributable to equity holders of the Parent Company – basic | | 0.32 | | (1.50) |
| | | | |
Profit/(loss) per share attributable to equity holders of the Parent Company – Diluted | | 0.25 | | (1.50) |
21Related 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.
(20)
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)
21Related 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 | ||
| | 2023 | | 2022 |
|
| USD |
| USD |
| | | | |
Compensation and short-term employee benefits |
| 344,355 |
| 13,401,897 |
|
| 344,355 |
| 13,401,897 |
Balances with related parties
The following balances are outstanding at the end of the year:
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Due to Board members |
| 556,000 |
| — |
|
| 556,000 |
| — |
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 | ||
| | 2023 | | 2022 |
|
| USD |
| USD |
| | | | |
Payments made on behalf of the Group |
| 556,000 |
| — |
Loan from a related party |
| 139,000 |
| — |
(21)
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)
21Related party transactions and balances (continued)
Short-term loans from related parties
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Sister company |
|
|
|
|
Routebox Technologies SL |
| — |
| 77,894 |
|
| — |
| 77,894 |
Shareholders of Shotl Transportation SL |
|
|
|
|
Camina Lab SL |
| — |
| 299,653 |
Marfina SL |
| — |
| 66,151 |
|
| — |
| 365,804 |
Other related parties |
|
|
|
|
V.N.V. |
| 139,985 |
| — |
|
| 139,985 |
| — |
| | | | |
|
| 139,985 |
| 443,698 |
During 2022, the Group’s board of directors resolved to sell Shotl Transportation. As such, the associated short-term loans, loan from a sister company and loans from the shareholders of Shotl Transportation SL, have been presented under “Liabilities directly associated with assets classified as held for sale”. In February 2023, the Group finalized sale of Shotl Transportation, S.L. for an amount of $ 0.378 million, which was used to settle a portion of the deferred purchase price owed to the original shareholders of the subsidiary.
22Discontinued operations
On 30 May 2022, the Group announced the first portfolio optimization plan, which puts more focus on profitability and cost efficiencies across the business. Adopting this plan resulted in a 32% headcount reduction as well as partial discontinuation of selected operations across the group, none of which qualified as a major business discontinuation.
On 18 November 2022, the Group announced the second stage of the plan, which further streamlines strategy by weighing for each subsidiary different alternatives such as downsizing operations, completely discontinuing operations, and seeking potential buyers. Adopting this plan resulted in an increased focus on developing the Group’s largest markets and the discontinuation of operations or sales of the Group’s smaller markets.
(22)
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)
22Discontinued operations (continued)
According to the guidance provided by IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”, the assets and liabilities associated with those subsidiaries whose operations were discontinued have been presented as held for sale in the consolidated financial statements. The results, major classes of assets and liabilities, and net cash flows of these subsidiaries are presented below.
| | | | | | | | | | | | | | | | | | | | | | |
|
| |
| Swvl |
| |
| |
| |
| |
| Swvl MY For |
| |
| |
| |
| |
| | | | Pakistan | | Shotl | | | | Swvl | | Smart Way | | Information | | | | Swvl | | | | |
| | Volt Lines | | (Private) | | Transportation, | | Swvl NBO | | Technologies | | Transportation | | Technology | | | | Germany | | Urbvan | | |
| | B.V. | | Ltd. | | S.L. | | Limited | | Ltd. | | LLC | | SDN BHD | | Viapool Inc. | | GmbH | | Mobility Ltd. | | Total |
Results for the six-month period ended 30 June 2023 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Revenue | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 8,979,980 | | 8,979,980 |
Expenses | | — | | — | | — | | (10,843) | | (68,126) | | — | | — | | — | | — | | (10,446,805) | | (10,525,774) |
Operating loss |
| — |
| — |
| — |
| (10,843) |
| (68,126) |
| — |
| — |
| — |
| — |
| (1,466,825) |
| (1,545,794) |
Finance income/(costs) |
| — |
| — |
| — |
| — |
| 166 |
| — |
| — |
| — |
| — |
| — |
| 166 |
Other income |
| — |
| — |
| — |
| 3,032 |
| — |
| — |
| — |
| — |
| — |
| 30,779 |
| 33,811 |
Loss from discontinued operations |
| — |
| — |
| — |
| (7,811) |
| (67,960) |
| — |
| — |
| — |
| — |
| (1,436,046) |
| (1,511,817) |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 10,534,278 |
| 10,534,278 |
Trade and other receivables |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,557,797 |
| 2,557,797 |
Cash and cash equivalents |
| — |
| — |
| — |
| 7,299 |
| 9,638 |
| 84,834 |
| 2,063 |
| — |
| — |
| 437,922 |
| 541,756 |
Assets classified as held for sale |
| — |
| — |
| — |
| 7,299 |
| 9,638 |
| 84,834 |
| 2,063 |
| — |
| — |
| 13,529,996 |
| 13,633,830 |
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing loans |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,275,768 |
| — |
| 1,275,768 |
Provision for employees' end of service benefits |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 305,462 |
| 305,462 |
Lease liability |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 111,355 |
| 111,355 |
Accounts payable, accruals and other payables |
| — |
| — |
| — |
| 44,985 |
| 378,040 |
| 460,567 |
| 12,154 |
| 1,870,187 |
| 1,094,531 |
| 3,613,179 |
| 7,473,643 |
Liabilities directly associated with assets classified as held for sale |
| — |
| — |
| — |
| 44,985 |
| 378,040 |
| 460,567 |
| 12,154 |
| 1,870,187 |
| 2,370,299 |
| 4,029,996 |
| 9,166,228 |
Net assets directly associated with assets classified as held for sale |
| — |
| — |
| — |
| (37,686) |
| (368,402) |
| (375,733) |
| (10,091) |
| (1,870,187) |
| (2,370,299) |
| 9,500,000 |
| 4,467,602 |
| | | | | | | | | | | | | | | | | | | | | | |
Amounts included in accumulated OCI |
| (103,808) |
| (1,591,067) |
| 51,126 |
| (96,895) |
| 187,121 |
| — |
| 5,912 |
| 420,034 |
| 635,103 |
| — |
| (492,474) |
|
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (209,468) |
| (209,468) |
Exchange differences on translation of foreign operations |
| — |
| (425,973) |
| 11,857 |
| (83,762) |
| 99,929 |
| 13,268 |
| 600 |
| 224,785 |
| (35,773) |
| 2,554,409 |
| 2,359,340 |
Disposal of subsidiary |
| 103,808 |
| 2,017,040 |
| (62,983) |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 2,057,865 |
Reserve of disposal group classified as held for sale |
| — |
| — |
| — |
| (180,657) |
| 287,050 |
| 13,268 |
| 6,512 |
| 644,819 |
| 599,330 |
| 2,344,941 |
| 3,715,263 |
Operating |
| (1,097,419) |
| (960,975) |
| (53,629) |
| (6,504) |
| 10,108 |
| (28) |
| (722) |
| (224,785) |
| 35,773 |
| 4,029,996 |
| 1,731,815 |
Investing |
| 2,715,674 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (10,436,926) |
| (7,721,252) |
Financing |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Net cash inflow |
| 1,618,255 |
| (960,975) |
| (53,629) |
| (6,504) |
| 10,108 |
| (28) |
| (722) |
| (224,785) |
| 35,773 |
| (6,406,929) |
| (5,989,437) |
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic, loss for the year from discontinued operations |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (0.23) |
Diluted, loss for the year from discontinued operations |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (0.18) |
(23)
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)
22Discontinued operations (continued)
| | | | | | | | | | | | | | | | | | | | | | |
|
| |
| Swvl |
| |
| |
| |
| |
| Swvl MY For |
| |
| |
| |
| |
| | | | Pakistan | | Shotl | | | | Swvl | | Smart Way | | Information | | | | Swvl | | | | |
| | Volt Lines | | (Private) | | Transportation, | | Swvl NBO | | Technologies | | Transportation | | Technology | | | | Germany | | Urbvan | | |
| | B.V. | | Ltd. | | S.L. | | Limited | | Ltd. | | LLC | | SDN BHD | | Viapool Inc. | | GmbH | | Mobility Ltd. | | Total |
Results for the six-month period ended 30 June 2022 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Revenue | | 743,030 | | 9,716,638 | | 551,132 | | — | | 2,091,455 | | 1,651,022 | | 1,683 | | 4,381,631 | | 202,921 | | — | | 19,339,512 |
Expenses |
| (655,538) |
| (14,692,773) |
| (7,766) |
| — |
| (2,963,483) |
| (1,604,089) |
| (1,530) |
| (4,932,666) |
| (46,848) |
| — |
| (24,904,693) |
Operating loss |
| 87,492 |
| (4,976,135) |
| 543,366 |
| — |
| (872,028) |
| 46,933 |
| 153 |
| (551,035) |
| 156,073 |
| — |
| (5,565,181) |
| | | | | | | | | | | | | | | | | | | | | | |
Finance income/(costs) |
| (36,037) |
| (4,847) |
| (11,774) |
| 745 |
| (23,899) |
| (1,083) |
| — |
| (15,099) |
| (157,023) |
| — |
| (249,017) |
Other expenses |
| (470,247) |
| (3,126,094) |
| (1,341,489) |
| (218,598) |
| (3,207,020) |
| (1,326,709) |
| (17,905) |
| (2,518,149) |
| (752,041) |
| — |
| (12,978,252) |
Other income |
| 2,689,396 |
| — |
| 41,334 |
| — |
| — |
| — |
| — |
| 35 |
| 470,342 |
| — |
| 3,201,107 |
Deferred tax gains |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (49,092) |
| — |
| — |
| (49,092) |
Loss from discontinued operations |
| 2,270,604 |
| (8,107,076) |
| (768,563) |
| (217,853) |
| (4,102,947) |
| (1,280,859) |
| (17,752) |
| (3,133,340) |
| (282,649) |
| — |
| (15,640,435) |
| | | | | | | | | | | | | | | | | | | | | | |
Operating |
| 1,116,041 |
| 6,526,791 |
| 457,777 |
| (168,839) |
| 4,086,037 |
| 1,518,109 |
| 15,842 |
| 2,505,124 |
| 1,968,451 |
| — |
| 18,025,333 |
Investing |
| (2,375,624) |
| 4,726 |
| (339,561) |
| — |
| 37,893 |
| 1,043 |
| — |
| (5,141,238) |
| 3,482,038 |
| — |
| (4,330,723) |
Financing |
| 417,627 |
| — |
| — |
| — |
| — |
| 14,104 |
| — |
| 1,071,728 |
| 5,462,568 |
| — |
| 6,966,027 |
Net cash inflow |
| (841,956) |
| 6,531,517 |
| 118,216 |
| (168,839) |
| 4,123,930.00 |
| 1,533,256.00 |
| 15,842.00 |
| (1,564,386) |
| 10,913,057 |
| — |
| 20,660,637 |
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic, loss for the year from discontinued operations |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (0.13) |
Diluted, loss for the year from discontinued operations |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (0.13) |
Volt Line BV
As per the second stage of the portfolio optimization plan, there are no intentions to further develop operations for Volt Line BV. As such, on 22 December 2022, it was proposed that a share sale and purchase agreement in respect of the entire issued share capital of Volt Lines BV is entered into where the entire issued share capital of the subsidiary is to be sold by the Group back to the original shareholders of the subsidiary. In January 2023, the Group finalized sale of Voltlines B.V for an amount of $5 million, which was used to settle the deferred purchase price owed to the original shareholders of the subsidiary.
Swvl Pakistan (Private) Ltd.
As per the second stage of the portfolio optimization plan, there are no intentions to further develop operations for Swvl Pakistan (Private) Ltd.. As such, management approached potential buyers with the intention to sell the subsidiary and, in January 2023, the sale of the subsidiary’s shares by the parent company was approved. In April 2023, the Group finalized sale of Swvl Pakistan (Private) Ltd. for an amount of $0.02 million.
Shotl Transportation, S.L.
As per the second stage of the portfolio optimization plan, there are no intentions to further develop operations for Shotl Transportation, S.L.. As such, on 22 November 2022, it was proposed that the subsidiary either be sold to potential buyers who expressed interest or, in the event the subsidiary cannot be sold, closed down. The sale back of the subsidiary’s shares by the parent company was approved on 22 February 2023. In February 2023, the Group finalized sale of Shotl Transportation, S.L. for an amount of $ 0.378 million, which was used to settle a portion of the deferred purchase price owed to the original shareholders of the subsidiary.
Urbvan Mobility Ltd
Following the second stage of the portfolio optimization plan, the Group focused on developing Urbvan Mobility Ltd. and its operations. No sale discussions took place between the second stage of the portfolio optimization plan and the 2022 consolidated financial statements’ reporting date with the subsidiary being a part of the Group’s main entities during the year ended 31 December 2022.
As a mean to refinance the Group, formal discussions with potential sellers for the subsidiary took place during the six-month period ended 30 June 2023. The sale was finalized subsequently in September 2023.
(24)
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)
23Recapitalization costs
The difference in the fair value of the shares issued by the Company, the accounting acquirer, and the fair value of the SPAC’s, accounting acquiree’s, identifiable net assets represents a service received by the accounting acquirer. This difference is considered as cost of listing (recapitalization), and recorded in the condensed interim consolidated statement of profit or loss.
During the period, the Group incurred certain expenses as a result of the SPAC transaction. The following table displays the calculation of the listing costs recognized during the period:
| | | | |
|
| Number of |
| |
| | shares/warrants | | At Closing Date |
| | USD | | USD |
| | | | |
Net deficit from SPAC transferred to the Group |
|
|
|
|
| | |
| 18,532,095 |
SPAC ordinary shares outstanding |
| 34,500,000 |
|
|
SPAC ordinary shares redeemed |
| (29,175,999) |
| — |
Remaining Class A Ordinary Shares |
| 5,324,001 |
| — |
SPAC Class B Sponsor Shares |
| 8,625,000 |
| — |
Total shares issued to SPAC |
| 13,949,001 |
| — |
|
| | | |
Diluted share price at Closing Date |
| 8.68 |
| — |
Total value transferred to the SPAC | | |
| 121,077,329 |
Recapitalization costs | | |
| 139,609,424 |
24Financial instruments by category
Financial assets as per statement of financial position
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | | | USD |
| | | | |
At fair value |
|
|
|
|
Sublease receivables |
| 1,057,465 |
| 1,201,552 |
At amortised cost |
|
|
|
|
Trade and other receivables |
| 5,952,470 |
| 14,815,432 |
Cash and cash equivalents |
| 376,768 |
| 1,538,347 |
|
| 7,386,703 |
| 17,555,331 |
(25)
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)
24Financial instruments by category (continued)
Financial liabilities as per statement of financial position
| | | | |
|
| (Unaudited) |
| (Audited) |
| | At 30 June | | At 31 December |
| | 2023 | | 2022 |
| | USD | | USD |
| | | | |
Accounts payable, accruals and other payables excluding non-financial items (i) |
| 13,731,592 |
| 31,586,707 |
Deferred purchase price |
| 1,058,206 |
| 7,619,581 |
Lease liabilities |
| 1,989,845 |
| 2,343,126 |
Derivative warrant liabilities |
| 1,317,091 |
| 1,317,091 |
Current tax liabilities |
| 472,101 |
| 1,027,404 |
Due to related parties |
| 556,000 |
| — |
Loan from related party |
| 139,985 |
| — |
|
| 19,264,820 |
| 43,893,909 |
25Fair 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.
(26)
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)
26Reclassifications
Certain comparative figures have been reclassified in order to conform to the current year’s presentation. The reclassifications in the condensed interim consolidated statement of comprehensive income pertain to presenting the results of discontinued operations separately to conform to the current year’s presentation.
27Subsequent events
27.1Sale of Urbvan Mobility Ltd
In September 2023, the Group finalized sale of Urbvan Mobility Ltd. for an amount of $12 million ($9.6 million net of all selling costs).
(27)