Few warning signs in Grab's financial reporting, but legal and regulatory risks are high
Grab Holdings Ltd
What stands out
Extensive Legal and Regulatory Scrutiny
Unexplained Change to Past Figure
In the numbers
Working capital, retained profit, earnings and equity at fiscal 2025 look like those of companies under financial strain.
5 of 9 strength tests passed for fiscal 2025; weakest on cashBeatsProfit, lessDebt, moreLiquid.
Receivables for 1 earlier period was changed in the 20-F filed 2024-03-28; the filings reviewed do not say why.
Revenue and receivables
Revenue grew 19% to $2,797 million in 2024, and a further 21% to $3,370 million in 2025 1718. Management attributes this growth to increases in on-demand services and financial services 17. The pattern of sales and receivables growth does not resemble that of companies later found to have overstated earnings 1.
However, revenue recognition is complex. The company's auditor has identified the evaluation of IT systems supporting revenue as a critical audit matter for two consecutive years, citing the high number and complexity of the systems involved 1819. The company also nets consumer incentives against revenue, a practice that has historically caused its financial services segment to report negative revenue 20.
In its 2024 annual report, the company revised its 2022 year-end receivables figure downwards by almost 50% without providing an explanation in the filings reviewed 12.
Profit and cash
The company became profitable in fiscal 2025 21. However, operating cash flow was $79 million in 2025, a sharp decrease from the prior year 22. Management stated this was primarily due to a $691 million expansion in its loan receivables portfolio as it expands its financial services business 22.
For fiscal 2025, reported profit ran slightly ahead of operating cash flow, but the gap was not large enough to be a concern 3. The company's loan portfolio growth also led to a 47% increase in impairment losses on financial assets, which rose to $140 million 23.
In 2025, the company reversed a $21 million legal provision, which had the effect of increasing pre-tax profit by that amount 24. It also changed an accounting estimate for the useful life of leased vehicles, which increased depreciation expense by $10 million 25.
Debt, liquidity and acquisitions
The company's balance sheet shows signs of financial strain, passing only five of nine common strength tests in fiscal 2025 214. While Grab fully paid off a $497 million term loan in March 2024, it issued $1.5 billion of convertible notes in June 2025 2627.
These notes are classified as a current liability on the balance sheet because holders can convert them to stock at any time 2829. This classification puts significant pressure on the company's reported short-term liquidity. Grab also has non-cancelable purchase obligations of $494 million, mostly for technology services 30.
Grab's ability to move cash is constrained. The company discloses that $206 million of its cash is held by subsidiaries subject to legal restrictions that prevent its general use by the parent company 31. It also operates in several countries through complex contractual arrangements with local entities due to foreign ownership restrictions 3233.
What management says
Management has frequently adjusted how it presents its performance to investors. In the last two years, it has changed its definition of Adjusted EBITDA, its definition of Adjusted Free Cash Flow, and the way it presents M&A costs 343536. It also changed its reporting segments in 2024 3738. While each change was explained, frequent adjustments can make year-over-year comparisons difficult.
In its most recent annual report, the company stopped disclosing the total volume of loans disbursed, a metric it had provided in the prior year 39. This reduces visibility into the growth of its financial services lending business.
Controls, auditors and the filing record
Grab's filings were made on time, and its auditor, KPMG LLP, has not raised any doubts about the company's ability to continue as a going concern or issued an adverse opinion on its internal controls 404142. The company has been audited by KPMG since 2015 43. Management has consistently stated that its internal controls over financial reporting are effective 4445.
However, the company operates in a difficult legal and regulatory environment. It discloses numerous ongoing investigations, including a self-reported probe into potential anti-corruption violations and competition inquiries in Indonesia 756. In 2024, the company agreed to an $80 million settlement to resolve a shareholder class action lawsuit, which was settled in 2025 464748. It was reported that the settlement received final court approval 49.
Insiders and the share price
Based on records from March 2026, insiders have been net buyers of the company's stock on the open market 50. Over the period, insiders bought $30.7 million worth of shares and sold $10.6 million, with the vast majority of sales occurring under pre-arranged trading plans 5051. Significant net buying is often considered a positive signal.
Despite the insider confidence, the stock has performed poorly. Over the two-year review period, the share price fell 13.5%, significantly underperforming its benchmark 52.
What to watch next
- Operating cash flow, in the next annual report (20-F): a continued drag from loan portfolio growth would confirm the concern, while a recovery toward 2024 levels would ease it 2221.
- Disclosures on legal and regulatory proceedings, in the next annual report (20-F): new material fines or adverse judgments would confirm the concern, while resolution of major cases without material impact would ease it 5671353.
- Classification of the $1.5B in convertible notes, in the next annual report (20-F): notes remain a current liability, pressuring liquidity would confirm the concern, while reclassification to long-term debt would ease it 2829.
- Impairment losses on financial assets, in the next annual report (20-F): impairments growing faster than the loan portfolio would confirm the concern, while impairment growth slowing relative to loan growth would ease it 2322.
- Any further unexplained changes to past figures, in the next annual report (20-F): a pattern of changing historical data would confirm the concern, while clean comparative figures with no restatements would ease it 12.
Sources
The pattern of sales, receivables, margins and accruals in fiscal 2025 does not resemble companies later found to have overstated earnings.
The mix of accruals, receivables, inventory and asset quality in fiscal 2025 is typical of companies with sound accounts.
Profit exceeded operating cash flow by 1.8% of average assets in fiscal 2025.
Working capital, retained profit, earnings and equity at fiscal 2025 look like those of companies under financial strain.
In Indonesia, the Business Competition Supervisory Commission (KPPU) investigated Grab's partnership arrangements with driver-partners across delivery and rental services in 2024 and 2025, and has ongoing proceedings over cartel allegations involving peer-to-peer interest rates.
“In 2024 and 2025, KPPU investigated our partnership arrangements with driver-partners for (i) GrabExpress and GrabFood delivery and (ii) special rental transportation with other ride-hailing applicators. In addition, KPPU has initiated proceedings regarding a cartel allegation involving the determination of P2P interest rates”
In Indonesia, KPPU is investigating Grab's partnership arrangements for GrabExpress and GrabFood with driver-partners, with meetings and submissions occurring since November 2024.
“In Indonesia, KPPU has raised its concern on the fairness in partnerships between large and medium enterprises with small and micro enterprises. KPPU started to investigate our partnership arrangements for GrabExpress and GrabFood in Indonesia with our driver-partners, whom KPPU considers to be small and micro enterprises.”
Grab is undergoing an internal investigation into potential anti-corruption violations in one operating country, which was self-reported to the U.S. Department of Justice in 2020.
“These possible obligations include an internal investigation into potential violations of certain anti-corruption laws relating to the Group's operations in one of the countries in which it operates, voluntarily self-reported by the Group to the U.S. Department of Justice during 2020.”
Grab is now subject to Singapore's Platform Workers Act 2024, mandating social security contributions, work injury insurance, and formal worker representation for platform drivers.
“Regulations on Platform Workers The Platform Workers Act 2024 (“PWA”) provides for the rights and obligations of platform operators and platform workers in Singapore (being ourselves and our driver-partners, respectively). 65 Table of Contents Among other things, the PWA: •requires platform operators and platform workers to make prescribed contributions to the platform worker’s statutory social security savings account, if applicable.”
Grab is awaiting licensing required by July 2024 Indonesian regulations to continue facilitating online sales of over-the-counter and prescription medicines.
“We are in the process of obtaining the required license to facilitate sales of medicines via our platform.”
Grab's domestic postal and point-to-point delivery services in Indonesia are subject to a 49% foreign ownership cap that risks license suspension or revocation if breached.
“This classification requires our entity that engages in domestic postal business activity to comply with a maximum foreign ownership restriction of 49%.”
Indonesian transportation regulations impose floor and ceiling tariffs and cap Grab's take-rate commission on two-wheel ride-hailing at 15%.
“The platform company must also comply with service fee and tariff requirements, as set by the Ministry of Transportation (“MOT”) Decree No. 667 of 2022, as amended, sets mandatory floor and ceiling tariffs and limits the maximum commission a platform company may take from the total tariff to 15%.”
Receivables for 1 earlier period was changed in the 20-F filed 2024-03-28; the filings reviewed do not say why.
In December 2024, the LTFRB issued a show-cause order to Grab's subsidiary MoveIt to explain why it should not be suspended or removed from the Philippine motorcycle taxi pilot study for allegedly exceeding rider caps and reporting issues.
“In December 2024, the LTFRB issued a show-cause order to MoveIt to explain why it should not be suspended or removed from the government’s ongoing motorcycle taxi pilot study for allegedly exceeding the allocated rider cap and failing to report the activation, deactivation, and reactivation of its riders.”
New Bank Indonesia payment regulations taking effect in March 2026 introduce a TIKMI systemic assessment framework, business plan pre-approval, and strict 85% foreign ownership and domestic voting control caps.
“Regulations on Financial Services Business Payment Systems In December 2025, Bank Indonesia (“BI”) issued BI Regulation No. 10 of 2025 on the Regulation of the Payment System Industry and Member of the Board of Governors Regulation No. 32 of 2025 on Payment System Governance (“BI Payment System Regulations”).”
Grab's P2P lending operations in Indonesia face new OJK caps on single-lender funding, recipient exposure limits, and strict ceilings on total interest and fees.
“P2P Lending Services Information Technology-based Joint Funding Services (“P2P Lending”) are mainly regulated by the Financial Services Authority (“OJK”) under OJK Regulation No. 40 of 2024, which includes, among others, OJK Regulation No. 4/POJK.05/2021 and OJK Circular Letter No. 19/SEOJK.06/2025 ("P2P Regulation").”
Malaysia's Consumer Credit Act 2025 will transition Grab's Buy Now Pay Later services into a newly regulated and mandatory licensing regime starting in 2026.
“However, this position is set to change following the official publication of the Consumer Credit Act 2025 (“CCA”) on December 31, 2025.”
Management explains that 2024 revenue grew 19% year-over-year to $2,797 million driven by increases in on-demand GMV and higher contributions from financial services, while 2023 and 2022 growth was driven by GMV and optimized incentive spend.
“Our revenue growth in 2024 was driven by an increase in on-demand GMV and increased contributions from the financial services segment. Our revenue growth in 2023 and 2022 was driven by an increase in on-demand GMV and reduction in on-demand incentives as a percentage of on-demand GMV”
The auditor identified the evaluation of audit evidence over the IT systems supporting revenue recognition in the deliveries and mobility segments ($3,019 million out of $3,370 million in total revenue) as a critical audit matter due to the complexity and high volume of IT systems involved.
“Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the complexity and high number of IT systems used in the revenue recognition process related to the deliveries and mobility segments and the specialized skills and knowledge needed to test the IT systems.”
The auditor identified the sufficiency of audit evidence over the numerous and complex IT systems supporting revenue recognition in the deliveries and mobility segments ($3,019 million) as a critical audit matter.
“We identified the evaluation of sufficiency of audit evidence over the information technology (IT) systems used in revenue recognition related to the deliveries and mobility segments as a critical audit matter. Evaluating the sufficiency of audit evidence required subjective auditor judgment due to the complexity and high number of IT systems used in the revenue recognition process”
Consumer and partner incentives are accounted for as reductions in revenue, which historically led to negative revenues in the financial services segment.
“Consumer incentives and consumer rewards are recorded as reductions in revenue (and not as expense), and therefore in the past, we have recorded negative revenues from financial services for certain periods.”
5 of 9 strength tests passed for fiscal 2025; weakest on cashBeatsProfit, lessDebt, moreLiquid.
Operating cash flow fell to $79 million in 2025 from $852 million in 2024, driven by a $691 million expansion in loan receivables and smaller customer deposit inflows.
“Net cash from operating activities was $79 million in 2025, primarily consisting of $269 million of profit before income tax, adjusted for certain non-cash items, which included non-cash share-based compensation expense of $241 million, depreciation expense of $145 million, net impairment loss on financial assets of $140 million”
Impairment losses on financial assets increased 47% to $140 million in 2025 from $95 million in 2024 as loan portfolio growth necessitated higher upfront provisions.
“Net impairment losses on financial assets increased by $45 million, or 47%, to $140 million in 2025 from $95 million in 2024, primarily driven by a $42 million increase in the loan loss provision as our loan portfolio grew 120% and loans disbursed grew 47% year over year, respectively.”
Management reversed a $21 million legal provision related to a Malaysian competition authority claim regarding market power in the Mobility segment after determining a cash outflow was no longer probable.
“In 2025, a specific provision of $21 million was reversed in relation to a claim filed by competition authority in Malaysia in consideration of the Group’s position of market strength in the Mobility segment after a determination that a future outflow of resources is no longer probable.”
The company extended the expected useful life of certain leased motor vehicles from 7 to 10 years and decreased their estimated residual values, increasing 2025 depreciation expense by $10 million.
“The motor vehicles held for leasing which were previously intended to be replaced after 7 years of use, are now expected to remain in service for 10 years from the date of purchase. As a result, the expected useful life of the motor vehicles held for leasing increased and their estimated residual values decreased.”
In March 2024, Grab fully repaid the remaining $497 million outstanding principal and interest on its Term Loan B Facility.
“In March 2024, we fully repaid the outstanding principal amount and accrued interest under the Term Loan B Facility amounting to $497 million.”
In June 2025, Grab issued $1.5 billion aggregate principal amount of zero-coupon convertible senior notes due in 2030, which are classified under current maturities of long-term liabilities at $1,502 million (including embedded derivatives) as of December 31, 2025.
“In June 2025, we offered and issued $1.5 billion aggregate principal amount of the Notes, which are zero coupon convertible senior notes due 2030. The Notes are senior, unsecured obligations of the Company and do not bear regular interest.”
Convertible notes totalling $1,502 million due in 2030 are classified entirely under current maturities of long-term liabilities as of December 31, 2025, because noteholders have the option to convert them at any time.
“As of the date of this report, holders of the notes (the “Holders“) may convert their Notes at their option at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date.”
Grab issued $1,500 million in zero-coupon convertible notes due 2030, containing an embedded derivative bifurcated at $482 million at inception, with the host liability classified as a current liability due to early conversion options.
“Both the host liability and the embedded derivative are presented within the “Loans and borrowings” caption on the statement of financial position as they are part of the same contract. The host liability is classified as current as at December 31, 2025 as the conversion option which can be exercised within twelve months is taken into account when classifying the host liability.”
The company maintains non-cancelable purchase obligations totaling $494 million, primarily for data processing and technology platform infrastructure services, with $104 million due within one year and $390 million due between one and five years.
“The Group has entered into non-cancelable contracts which mainly pertain to purchase of data processing and technology platform infrastructure services, the commitments for which are summarized below.”
Cash and cash equivalents include $206 million held by subsidiaries subject to local legal restrictions that prevent the funds from being used generally by the parent or other subsidiaries.
“Cash and cash equivalents include balances of $206 million (2024: $201 million) held by subsidiaries that operate in countries where legal restrictions apply whereby the balances are not available for general use by the parent or other subsidiaries.”
Due to foreign investment restrictions across Southeast Asia, Grab operates through consolidated affiliated entities controlled via contractual arrangements rather than direct majority equity holdings.
“As a result, in Thailand and with respect to certain businesses in Indonesia, the Philippines, Vietnam and Malaysia, we conduct our business through consolidated affiliated entities in which in addition to our ownership of equity interests, some of which may be minority interests”
Grab faces statutory restrictions and legal reserve requirements in markets such as Indonesia and Thailand, restricting certain subsidiaries from transferring assets or distributing dividends to the parent entity.
“In addition, as determined in accordance with local regulations, our subsidiaries and consolidated affiliated entities in certain Southeast Asian markets may be restricted from paying us dividends offshore or from transferring a portion of their assets to us, either in the form of dividends, loans or advances, unless certain requirements are met”
Grab altered its Adjusted EBITDA definition from January 1, 2024 to exclude realized foreign exchange gains and losses in addition to unrealized amounts.
“Starting from January 1, 2024, realized foreign exchange gain (loss) is additionally excluded from Adjusted EBITDA (as compared to only unrealized foreign exchange gain (loss) in previous reports).”
Starting January 1, 2025, the company altered its Adjusted Free Cash Flow definition to include proceeds from the disposal of property, plant, and equipment, and recast prior periods accordingly.
“Starting from January 1, 2025, Adjusted Free Cash Flow includes proceeds from disposal of property, plant and equipment. The change is made to provide a more comprehensive view of cash flow activities. The prior year has been adjusted for comparative purposes.”
Effective January 1, 2025, Grab changed its Adjusted EBITDA reconciliation presentation by breaking out costs related to mergers and acquisitions as a separate line item rather than including them within legal, tax, and regulatory settlement provisions.
“Our costs related to mergers and acquisitions were previously included within the legal, tax and regulatory settlement provisions caption in our reconciliation of Adjusted EBITDA to profit/ (loss) for the period. Starting from January 1, 2025, these costs are presented as a separate caption in the reconciliation to provide additional break-down of information.”
Starting January 1, 2024, the company changed its reporting segments to deliveries, mobility, financial services, and others, reallocating advertising, net cost of funds, and regional support costs across segments.
“Additionally, advertising contributions previously reported within the enterprise and new initiatives segment are now reported in the respective mobility, deliveries and financial services segments in accordance with the relevant advertising products.”
Effective January 1, 2024, Grab updated its operating segments and revised Segment Adjusted EBITDA by reallocating advertising and payment revenues and excluding realized foreign exchange gains or losses.
“With effect from January 1, 2024, the Group changed the composition of its operating segments to align with changes in how its businesses are managed and performances evaluated by the CODM.”
Grab stopped disclosing its total annual loan disbursement volume and growth rate for its financial services segment.
“In 2024, the total loans disbursed across our financial services platform grew by 46% year-on-year to $2.2 billion.”
Every annual report in the period was filed on time.
No going-concern doubt in the auditor's reports in the period.
The auditor raised no adverse opinion on internal controls in the period.
Audited by KPMG LLP, the company's auditor since 2015 (Singapore).
Every report in the period concludes internal control is effective, with no material weakness.
Grab concluded that its disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2024, with no material changes during the year.
“Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.”
During 2024, the company agreed to an $80 million settlement resolving class action lawsuits filed against Grab and certain officers in 2022.
“These amounts include $80 million for a settlement agreed on during 2024 with regard to class action lawsuits which were filed against the Company and certain of its officers in 2022.”
Grab settled an $80 million accrual in 2025 related to the resolution of 2022 class action lawsuits against the company and certain officers.
“These amounts include $80 million related to a settlement in 2024 with regard to class action lawsuits filed against the Company and certain of its officers in 2022. The associated accrual was settled in 2025.”
The court granted preliminary approval for an $80 million settlement of a consolidated US putative shareholder class action alleging misstatements and omissions regarding registration statements and business operations.
“The class action is purportedly brought on behalf of various classes of persons who allegedly suffered damages as a result of alleged misstatements and omissions regarding our proxy and registration statements, business operations, potential impact on our financial results, and future prospects”
Levi & Korsinsky reported that a U.S. federal court granted final approval to an $80 million settlement resolving a securities fraud class action that alleged Grab Holdings and its executives made false and misleading statements regarding driver supply and incentive spending during its public debut.
Over the period, insiders bought $30.7M on the open market (2 people) and sold $10.6M (6 people), of which $171K was outside pre-arranged trading plans.
Open-market insider trading in the window
Share price over the window
The Business Times reported that Vietnam's National Competition Commission requested operational and pricing records from Grab to review its fares, fees, and driver commission policies following partner driver complaints alleging excessive deductions.
Based on the company’s SEC filings up to September 24, 2026. A warning sign is a reason to look closer, not a conclusion about the company. Not investment advice.