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Share capital

12 Months Ended

Dec. 31, 2025

Share capital

11	Share capital

a.Reverse share split:

In 2023, the Group 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 $0.0001 par value each currently in issue into 1 ordinary share of $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 $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.

b.Share capital:

The below table sets out the Group’s share structure during the year ended 31 December 2025 and 2024:


		As of 31 December 2025				As of 31 December 2024
	* *	Authorised	* *	Issued	* *	Authorised	* *	Issued
Class A ordinary shares		20,000,000		9,964,344		20,000,000		9,898,516
Preferred shares		55,000,000		—		55,000,000		—
		75,000,000		9,964,344		75,000,000		9,898,516


		As of 31 December 2025				As of 31 December 2024
		Number		Share		Number		Share
		of shares		capital		of shares		capital
Issuance of shares in the normal course of business		5,191,300		12,976		5,125,472		12,812
Issuance of shares to Swvl Inc. shareholders		3,411,410		8,529		3,411,410		8,529
Issuance of shares to SPAC shareholders		557,960		1,395		557,960		1,395
Conversion of convertible notes		645,018		1,613		645,018		1,613
Issuance of shares to PIPE investors		158,656		397		158,656		397
		9,964,344		24,910		9,898,516		24,746

c.Share premium:


		As of 31 December 2025
		Share Premium
Issuance of shares to Swvl Inc. shareholders		88,873,188
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		311,548,404
Issuance of shares in the normal course of business		42,630,925
		354,179,329

11	Share capital (continued)

c.Share premium: (continued)


		As of 31 December 2024
		Share Premium
Issuance of shares to Swvl Inc. shareholders		88,873,188
Conversion of convertible notes		145,952,505
Issuance of share to PIPE investors		39,663,603
Recapitalization costs		121,077,329
Less:
Costs attributable to the issuance of shares in connection with the business combination		(8,467,766)
Fair value of earnout shares		(75,550,455)
		311,548,404
Issuance of shares in the normal course of business		42,335,364
		353,883,768