Improving
everyday life
for billions of
people through
technology
2023
Reviewed condensed
consolidated interim
financial statements
for the six months ended
30 September 2023
1 Commentary
FINANCIAL
15 Condensed consolidated income statement
16 Condensed consolidated statement of comprehensive income
17 Condensed consolidated statement of financial position
18 Condensed consolidated statement of changes in equity
22 Condensed consolidated statement of cash flows
23 Notes to the condensed consolidated interim financial
statements
58 Independent auditor’s review report on the interim
financialstatements
60 Other information to the condensed consolidated interim
financial statements
INFORMATION
66 Administration and corporate information
67 Forward-looking statements
Contents
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
1
Consolidated revenue from continuing
operations grew 13% (16%) to US$2.6bn. The
greatest contributors were Classifieds, Food
Delivery, and Payments and Fintech. Ecommerce
consolidated trading losses from continuing
operations decreased by US$220m to US$36m
in 1H24 as cost reductions and improved
efficiencies came through. Trading losses for
thissegment have reduced from a peak of
US$256m in 1H23 and demonstrate our
accelerated approach to breakeven. Free cash
inflow was strong at US$645m.
Core headline earnings were US$2.0bn – an
increase of 85% (118%). This was primarily due
to improved profitability of our ecommerce
consolidated businesses and equity-accounted
investments, particularly Tencent, and higher net
interest income during the period.
The growth rates discussed in this commentary
represent a comparison between 1H24 and
1H23, unless otherwise stated. The percentages
in brackets represent local currency growth,
excluding the impact of acquisitions and
disposals (M&A), andprovide a clearer view
ofthe underlying operating performance of
ourbusinesses.
The Group’s ecommerce businesses have
maintained topline growth. They also continued
toimprove profitability in 1H24 and we are
increasingly confident of delivering ahead
ofcommitments.
After years of investment and growth, our
businesses are now at scale and demonstrate
improving profitability. We expect to maintain
peer-leading growth while continuing to drive
profitability. Given better results in the current
period, we expect to achieve our ambition of
consolidated Ecommerce profitability earlier
than 1H25. We are now targeting profitability
for2H24. The goal is to build on the strong
momentum in recent halves, sustain profitability
growth for each subsequent period and reach
good margins.
At 30 September 2023, the ongoing open-ended
share repurchase programme has reduced the
Prosus net share count by 16% and generated
US$25bn for our shareholders. This was based
on narrowing of the discount and an increase
innet asset value (NAV) per share. In the same
month, we completed the removal of the
crossholding, which received overwhelming
shareholder support. Finally, we continue to
build value for shareholders in our portfolio’s
underlyingassets.
Commentary
September 2023 marked the fourth
anniversary of listing Prosus on the
Euronext Amsterdam, creating
Europe’s largest consumer internet
company. Last year, the Group
committed to deliver consolidated
Ecommerce profitability during the
first half of FY25 (1H25); continue
the open-ended share repurchase
programme; simplify our structure
by removing the crossholding; and
highlight value in our portfolio of
assets. As we take stock halfway
through FY24, we have made
significant progress on all these
commitments.
2
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Delivering on our commitments should result
inmeaningful long-term value creation and
shareholder returns.
Food Delivery’s performance remained strong,
with revenue growing ahead of peers and
profitability improving meaningfully. iFood
sustained momentum in the core restaurant
food-delivery businesses, while taking a more
considered approach to its grocery growth
extensions. iFood’s profitability margins in the
core are comparable to its global peers and
margins will expand further.
OLX Europe’s classifieds business has delivered
growth and enhanced profitability, driven by
improved operational metrics and a strong
performance in the pay-and-ship offering.
Following our strategic decision to exit OLX
Autos (the automobile transaction business), we
made progress in finalising deals across various
markets. Where buyers have not been identified,
we have initiated closure processes and
liquidated inventories.
Payments and Fintech recorded meaningful
growth in the core payment service provider
(PSP) business, driven by India payments, Turkey
(Iyzico) and India credit. Theconsolidated
trading loss narrowed due toimproved
profitability in Global Payments Organisations
(GPO), lyzico and savings from new initiatives in
PayU India. PayU announced the sale of GPO
for US$610m, which is expected to close in the
first half of calendar 2024. PayU GPO’s financial
results are included in continuing operations.
In Edtech, Stack Overflow’s monetisation
initiatives have lagged expectations. We
recorded a further impairment in 1H24.
StackOverflow has taken significant action to
improve its operating profile and introduce
generative AI capabilities. GoodHabitz is
benefiting from investment in product
enhancements and a more measured
international rollout programme. In the case
ofboth Stack Overflow and GoodHabitz, the
Group has intervened to improve business
performance. We will critically assess the impact
of these interventions in due course.
The Group’s balance sheet is strong with central
cash of US$15.1bn, including short-term cash
investments. We remain committed to our
investment-grade rating and disciplined capital
allocation. In total, US$477m was invested
capital in 1H24.
In June 2023, we announced a proposal to
simplify the Group’s structure by removing the
crossholding between Naspers and Prosus. The
transaction delivered on its commitments to
shareholders while preserving the benefits
ofthe exchange offer effected in2021. In
September 2023, the transaction concluded.
Theresulting simplified structure maintains the
current economic ownership of Prosus by
Naspers and ensures the Group can continue its
open-ended share repurchase programme.
The open-ended share repurchase programme
launched in June 2022 is funded by the daily
sale of a small number of Tencent shares. From
launch, to 30 September 2023, the combined
holding company discount of Naspers and
Prosus reduced by around 17 percentage points.
Over the same period, Prosus repurchased
210413 966 of its ordinary sharesN, with
atotal value of US$13.9bn, atasignificant
discount to their NAV, leading to a 7% accretion
Commentary
continued
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
3
in NAV per share. The narrowing of the discount
and the increase in NAV per share has created
some US$25bn of value for shareholders. We
remain committed to this programme as it
simultaneously creates value for shareholders
while increasing our exposure toTencent and
our ecommerce portfolio on a pershare basis.
Naspers funds its open-ended share repurchase
programme with regular sales of Prosus shares.
By 30 September 2023, Naspers had sold
67715 575 Prosus ordinary shares N to the
value of US$4.4bn and bought back 26 631 055
Naspers N ordinary shares to the value of
US$4.3bn.
A reconciliation of alternative performance
measures to the equivalent IFRS metrics is
provided in ‘Other information – Non-IFRS
financial measures and alternative performance
measures’ of these condensed consolidated
interim financial statements.
Financial review
Consolidated Group revenue from continuing
operations increased US$287m, or 13% (16%),
from US$2.3bn in the prior period to US$2.6bn.
This was primarily due to strong revenue growth
in Classifieds, Food Delivery, and Payments
andFintech. As a result, trading losses
decreased to US$110m from US$338m. The
largest contributor of the reduction in continuing
operations’ trading loss was the drop of
US$220m in Ecommerce consolidated trading
loss to just US$36m. Our consolidated
ecommerce businesses are now of scale
andwell on track to achieve profitability.
Operating losses rose US$329m to US$415m,
primarily due to an impairment loss recognised
on Edtech investments.
Amid challenging macroeconomic conditions
and the decline in some industry valuations,
werecognised impairment losses ongoodwill
ofUS$440m in the current period for Stack
Overflow (US$340m) and in the OLX Autos
business classified as held for sale (US$100m).
We also recognised impairment losses on
equity-accounted investments of US$175m
related to Skillsoft (US$42m) and unlisted
equity-accounted associates in the Prosus
Ventures portfolio reported in the Other
Ecommerce segment (US$133m).
Profit from equity-accounted results (our share
ofequity-accounted investments’ net profit)
increased by US$93m, or 9%, from US$1.1bn in
the prior period to US$1.2bn. This was driven
byimproved profitability across our equity-
accounted associates, particularly in theFood
Delivery segment.
In March 2023, we announced the decision
toexit the OLX Autos business unit. All
operations of this business are presented as
discontinued operations as they have been
disposed, classified as held for sale or closed
downby30 September 2023. OLX Autos
operations, previously presented in continuing
operations for31 March 2023, have been
presented indiscontinued operations as
of30September2023.
Core headline earnings from continuing
operations were US$2.0bn. This is an increase
of 85% (118%), primarily due to improved
profitability of our ecommerce consolidated
businesses and equity-accounted investments,
particularly Tencent, and an increase in net
interest income during the period.
Headline earnings from continuing operations
rose by US$1.2bn to US$1.4bn.
Commentary
continued
4
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
The Group sold 1% of Tencent’s issued
sharecapital to fund the open-ended share
repurchase programme, resulting in a gain of
US$2.9bn during the period (1H23: US$2.8bn).
Free cash inflow was US$645m, a sizeable
US$754m improvement on the prior period.
Thiswas due to improved profitability in Food
Delivery and Classifieds, as well as better working
capital management in Etail, and Payments and
Fintech. Excluding OLX Autos, freecash inflow was
US$725m. Tencent remains a major contributor
toour cash flow via an increased dividend of
US$758m (FY23: US$565m).
Prosus has a net debt position of US$18m,
comprising US$15.1bn in central cash and
cashequivalents (including short-term cash
investments), net of US$15.1bn in central
interest-bearing debt (excluding capitalised
lease liabilities). In addition, we have an
undrawn US$2.5bn revolving credit facility.
During the period, we recorded a net interest
income of US$159m.
There were no new or amended accounting
pronouncements effective 1 April 2023 with
asignificant impact on the Group’s condensed
consolidated interim financial statements.
The company’s external auditor has not
reviewed or reported on forecasts included
inthese condensed consolidated interim
financialstatements.
Segmental review
Ecommerce
Ecommerce consolidated revenue from
continuing operations increased US$287m,
or13% (16%), from US$2.3bn in the prior period
to US$2.6bn. This was primarily due to revenue
growth in Classifieds, Food Delivery, and
Payments and Fintech. Trading losses decreased
to US$36m from US$256m, demonstrating the
operating leverage of the businesses, which are
on a path to profitability.
On an economic-interest basis, Ecommerce
revenue grew 16% (18%) to US$4.9bn and
trading losses improved from US$805m to
US$246m.
Food Delivery
iFood
iFood represents our consolidated food-delivery
business. We also have several associates,
notably Delivery Hero and Swiggy.
iFood delivered revenue growth of2%(17%) to
US$679m, while total gross merchandise value
(GMV) grew 23% (15%), ledby a strong
performance from the core food-delivery
business. iFood’s revenue growth from its new
initiatives remained meaningful at 21% (19%),
even as they took a more considered approach
to growth. Overall, the trading profit margin
improved 11percentage points to 3%, and
trading profit rose 149% (US$67m) in local
currency, excluding M&A to US$23m.
iFood’s core food-delivery business grew revenue
17% (US$86m) in local currency, excluding M&A.
It benefited from growing traction of its loyalty
programme (Clube) which supports increased
use from iFood’s most valuable customers.
Profitability grew significantly by 106% (US$57m)
in local currency, excluding M&A to US$114m,
driven by operational efficiencies such as lower
staff costs and more targeted marketing. As a
result, the core restaurant profit margin improved
Commentary
continued
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
5
Commentary
continued
12 percentage points to 19%. GMV grew by 18%,
a5 percentage point increase on the 1H23
growth of 13%, driven by 17% order growth to
reach 417 million orders in 1H24, while average
order value (AOV) grew by 3%. iFood continues to
focus on customer acquisition and reactivating
lapsed users by extending its loyalty programme’s
reach, improving its app’s relevance, and growing
its WhatsApp order service.
In 1H24, iFood’s extensions revenue grew
21%(19%). The business is in an early stage but
sees good opportunities ingroceries and fintech
leveraging its platform. iFood has adopted
amore measured approach to its grocery
marketplace business, targeting improved unit
economics as the business reached 19 million
orders. Trading losses in thegroceries
extensions decreased by US$16m in local
currency, excluding M&A to US$43m,
demonstrating an ability to grow andimprove
profitability at the same time.
iFood is focused on sustaining growth while
continuing profitability improvements.
Delivery Hero
Prosus holds 29.53%
1
of Delivery Hero at the
endof the reporting period.
Delivery Hero’s GMV grew 8% in the second
quarter of 2023; excluding Asia, GMV grew 18%.
Revenue grew 27% to €4.8bn, ahead of peers.
The business has delivered on its path to
improving profitability, reporting adjusted
EBITDA of €9m.
More information on Delivery Hero is available
at https://ir.deliveryhero.com.
Swiggy
Prosus holds 32.7%
1
of Swiggy at the end of
thereporting period. Its GMV
2
growth remains
strong at 28% as operating metrics continue
toimprove, while trading losses reduced
toUS$208m (1H23: US$321m).
Swiggy’s core food-delivery business grew 17%
and delivered GMV of US$1.43bn
3
in the first six
months of the year. This was led by a rise in
transacting users that drove double-digit order
growth and inflation in AOV. Core food-delivery
EBITDA losses in 1H24 shrunk 89%, led by
improvements in contribution margin and
operating leverage. In combination, this reflects
customer willingness to payfor convenience and
restaurant willingness toadvertise for growth.
The quick-commerce business made rapid strides
as customer adoption drove order growth. Basket
sizes grew well ahead of inflation. Instamart’s
store count ended June 2023 19% higher,
contributing to its GMV growth of 63%. With the
platform focused on gaining scale and moving
towards profitability in the 25cities where it
operates, Instamart’s first-half contribution losses
fell by around 75%. Broader product selection,
densification of the store network and faster
delivery times have continued to aid customer
acquisition andretention.
Economic-interest revenue for the entire Food
Delivery segment grew by 28% (23%) to
US$2.4bn. Trading losses reduced by US$214m
in local currency, excluding M&A to US$155m.
Overall profit margin improvement of
14percentage points was driven by increased
take rates and improved margins in the core
restaurant food-delivery businesses.
1 Shareholding period refers to the six months ended 30 September 2023.
2 GMV is net of cancelled orders, includes rider fees. GMV growth rate is in local currency.
3 Translated at average foreign exchange rate for period April – September 2023.
6
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Commentary
continued
Classifieds
OLX Europe’s classifieds business remains
oneof the fastest-growing globally and is well
placed for margin expansion.
The business delivered a strong performance,
with sustained growth and significantly improved
profitability.
Classifieds consolidated revenue from
continuing operations grew 38% (32%) to
US$342m. This was supported by the European
auto verticals and OLX horizontals, which grew
46% and 30% respectively in local currency,
excluding M&A. It was led by pricing benefits
across categories, predominantly in Poland.
Despite challenges created by the conflict in
Ukraine, ourbusiness demonstrated resilience
and adaptability and we have recorded a
promising rebound in this region. Excluding
Ukraine, revenue grew by 35% (27%). Pay-and-
ship transactions grew 19%, contributing US$18m
ofrevenue. This represents 65% revenue growth
year on year, driven by increased buyer
adoption and retention.
Classifieds consolidated trading profit from
continuing operations more than doubled to
US$94m, from US$38m in the same period last
year, driven mainly by higher revenue and
increased cost efficiency.
We announced the decision to exit OLX Autos in
March 2023. We made significant progress in
exiting several markets such as India, Indonesia,
Chile and Turkey, with aggregate proceeds from
concluded deals of US$181m. Markets where
we could not find buyers, such as Colombia,
Mexico and Argentina, have been closed and
inventories across these markets liquidated
without major writedowns.
The core Classifieds business is profitable, cash
flow positive and fast-growing. The segment is
well positioned to continue its growth and
margin-expansion path, enhancing its value.
Consistent with prior seasonality trends, we
expect to increase our investment in marketing
spend in the second half of our financial year,
but with a clear focus on continued
profitablegrowth.
On an economic-interest basis, Classifieds
revenue from continuing operations grew by 27%
(23%) to US$466m and more than tripled trading
profits to US$110m, from US$33m.
OLX Brasil
OLX Brasil, a 50% joint venture with Adevinta,
grew revenue 2% in local currency, excluding
M&A, as business performance remained
impacted by a weaker economic environment
and a decline in advertising revenues. OLX
Brasil’s revenue and trading profit amounted to
BRL453m (US$92m) and BRL166m (US$34m)
respectively.
Payments and Fintech
The Payments and Fintech segment operates
profitable core PSP businesses, and a rapidly
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
7
scaling credit business in India. It delivered a
strong 1H24 result in the core PSP and credit
business, with revenue growth and improved
profitability, despite pending regulatory
approvals inIndia that are also impacting
peerPSPs. The regulatory approvals relate to
onboarding new online merchants while we
continue to provide payment services to our
existing online merchants. We are working
closely with the relevant authorities and expect
a resolution soon.
The Payments and Fintech segment grew
consolidated revenue 21% (32%) to US$497m,
driven by India payments, India credit, and
Turkey. The consolidated trading loss narrowed
by US$62m in local currency, excluding M&A to
US$22m, due to improved profitability in GPO,
Turkey and savings from the closure of India’s
LazyCard business. GPO’s improvement was
partly due to the once-off loss provisions of
US$18m in 1H23 and operational efficiencies
from headcount rationalisation.
Core PSP revenue is primarily made up of
payments operations in India, GPO (Eastern
Europe, Africa and Latin America), Iyzico (Turkey)
and Red Dot Payments (south-east Asia). Iyzico
and Red Dot Payments are accounted for in
GPO. The core PSP business grew revenue by
21% (34%) to US$440m. It improved its trading
profit margin to 2%, a 9 percentage point
improvement from 1H23 (4percentage point
improvement, excluding the US$18m once-off
loss provision in 1H23). Total payments volume
(TPV) grew 18% (20%) to US$55bn, driven by
India 16% (21%) and GPO, including Turkey
andRed Dot Payments 21% (19%).
India is our largest market in the core PSP
business, contributing around 48% of revenues.
India’s revenue grew 15% (20%) to US$211m,
driven by growth from existing merchants,
Wibmo and its omnichannel business. Trading
profit is skewed to the second half due to
holiday festivals, recorded a trading loss margin
of 3% compared to 1% in 1H23.
In 1H24, PayU agreed to sell its GPO business,
excluding Turkey and Red Dot Payments, to
Rapyd, a fintech-as-a-service provider, for
US$610m. After the sale, which is expected to
close in the first half of calendar 2024, the core
PSP business will constitute PayU India, Iyzico in
Turkey and Red Dot Payments in south-east Asia.
GPO is included in the results from continuing
operations in 1H24. GPO, including Turkey and
Red Dot Payments, grew revenue 28% (47%)
toUS$231m, with the trading profit margin
improving significantly to 7%, from -14% in 1H23
(-4% excluding once-off loss provision in 1H23).
Revenue growth and savings from cost-
optimisation measures contributed to the
marginimprovement.
Iyzico (Turkey) grew revenue 91% (176%) to
US$65m, driven by TPV growth and higher take
rates. Iyzico now accounts for 15% ofcore PSP
Commentary
continued
8
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
revenues, from 9% in 1H23. The take-rate
improvement was driven by better customer and
mode mix, which contributed toitstrading
margin improving 2percentage points to 14%.
The credit business in India grew revenue
by23% (31%) to US$43m despite regulatory
headwinds. The trading margin for India credit
is seasonally stronger in the second half. During
1H24 it was impacted by regulatory uncertainty.
The loss ratio was 2.5% in line with the growing
loan book and remains below the industry
average. India credit has a loan book of
US$338m at the end of September 2023 after
issuing US$362m in credit during 1H24.
On an economic-interest basis, the Payments
and Fintech segment grew revenue 23% (34%)
toUS$591m and trading losses improved from
US$97m to US$34m.
Remitly
Prosus holds 20.61% of Remitly at the end of the
reporting period. Remitly, a digital remittance
company, is the largest associate in the
Payments and Fintech segment. In the six
months ended June 2023, Remitly grew
revenues by 49% to US$438m and generated
US$26m of adjusted EBITDA, a margin
improvement of 12 percentage points to 6%.
These strong results were driven by send-volume
growth of 38% to US$18bn.
More information on Remitly is available
at https://ir.remitly.com/.
Edtech
Edtech’s revenue growth was impacted
bytheadoption of generative AI and
macroeconomic factors. Ourbusinesses are
evolving their products to leverage this new
technology and address costs.
These challenges meant that the consolidated
Edtech businesses, Stack Overflow and
GoodHabitz, grew revenues by 13% (11%) to
US$71m, while trading losses were flat at
US$66m (1H23: US$68m).
Stack Overflow’s revenue grew 4% (7%) to
US$47m. Teams bookings declined 3%, following
a decline in small and medium-sized businesses
and self-serve bookings. Annual recurring
revenue grew 15% to US$58m. In response, Stack
Overflow launched OverflowAI, a roadmap for
integrating generative AI into its public platform,
Stack Overflow for Teams, and new product
areas. The business has also responded by
managing costs, resulting in margins remaining
in line with last year. It continues to invest in its
product while prioritisinga path to profitability.
GoodHabitz grew revenue at 33% (22%) to
US$24m (1H23: 27%), driven by growth across
itscore markets, particularly in the Netherlands
and Germany. Annual recurring revenue grew
30% to US$50m. Trading losses improved by
US$6m in local currency, excluding M&A to
US$5m on lower marketing and overhead costs.
Commentary
continued
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
9
The Edtech minority investment portfolio
comprises nine investments spanning the sector,
from kindergarten to grade 12 (K–12), into
higher education and workplace learning.
Edtech associates’ revenue grew 8% in local
currency, excluding M&A to US$140m and
trading losses improved to US$2m, with the
expectation of further improving metrics in 2H24.
On an economic-interest basis, Edtech segment
revenues grew 9% in local currency, excluding
M&A to US$211m and trading losses reduced
by US$24m in local currency, excluding M&A to
US$64m.
Skillsoft
Prosus holds 38.18% of Skillsoft at the end of
thereporting period. Skillsoft grew revenue
3%in local currency, excluding M&A, while its
trading profit margin improved by 5 percentage
points to 13% in the six months ending
31July2023. Skillsoft recorded a 1% decline in
bookings, primarily from instructor-led training
(down 12%), and partially offset by content and
platform growth of 8%.
More information on Skillsoft is available at
https://investor.skillsoft.com.
Etail
eMAG
In 1H24, eMAG’s consolidated group revenue
grew 10% (4%) to US$930m, driven by growth in
eMAG Romania of 12% (7%). eMAG’s Sameday
courier business, a leading player in out-of-home
deliveries, delivered revenue growth of 31% (25%)
and deliveries of 32%. Itsgrocery-delivery
business, Freshful, and food-delivery business,
Tazz, made important contributions by growing
118% and25% respectively in local currency,
excludingM&A.
eMAG group’s GMV grew 5%, with the
marketplace (third-party or 3p) business posting
double-digit year-on-year growth. GMV for the
first-party (1p) business grew 1.2%, led by the
Romanian business.
eMAG’s trading losses improved by US$14m
inlocal currency, excluding M&A to US$20m,
and asit continued its path to profitability.
eMAG Romania contributed with a trading
profitof US$15m, an increase of 67% (44%)
fromthe prior period.
On an economic-interest basis, Etail segment
revenues grew 11% (4%) to US$948m. Trading
losses reduced by US$14m to US$25m in local
currency, excluding M&A.
Tencent
Prosus held 25% of Tencent at the end of the
reporting period. For the six months ended
30June 2023, Tencent reported revenues of
RMB299.2bn, up 11% from last year. Non-IFRS
profit attributable to shareholders (Tencent’s
measure of normalised performance) increased
31% from RMB53.7bn to RMB70.1bn.
Revenues from value-added services increased
6% to RMB153.5bn, driven by the strong
performance of Goddess of Victory: Nikke, Triple
Commentary
continued
10
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Match 3D and Valorant in international games
markets, increased revenues from in-game
virtual item sales and music subscription
services. Revenues from fintech and business
services were RMB97.3bn, up 15%, driven by
therecovery of commercial payment activities
and an increase in live-streaming ecommerce
transaction fees from video accounts. Revenues
from online advertising increased 26%, driven
bythe addition of Video Accounts as a new
advertising revenue stream, the recovery of
Tencent’s mobile advertising network, growth
inadvertising activity within mini programs and
ongoing improvements in the machine-learning
advertising platform.
Combined monthly active users of Weixin
andWeChat grew 2% to 1.33 billion. User
engagement increased. Video Account’s total
user time spent almost doubled year on year.
Monthly active users of mini programs exceeded
1.1 billion, driven by a notable contribution from
mini games.
Tencent launched the Tencent Cloud MaaS
(Model-as-a-Service) library of models and
solutions, leveraging its proprietary database
and high-performance computing clusters.
Tencent’s MaaS solutions enable enterprises
todevelop customised large language models
at higher efficiency and lower cost.
Tencent remains committed to its guiding
principle of ‘Value for users, tech for good’ and
will continue its work to promote technological
innovation and contribute to the sustainable
development of society.
More information on Tencent is available at
www.tencent.com/en-us/investors.html.
Prospects
The Group is ahead of its plan to achieve
consolidated ecommerce portfolio profitability.
With improved results in the current period,
weexpect to achieve profitability for 2H24,
ahead of the prior commitment to do so in
1H25and to grow profitability further. We will
invest to enhance our ecosystems as value
propositions to customers while delivering
returns to our shareholders.
We remain committed to unlocking shareholder
value and benefit all stakeholders. During the
period, we removed the crossholding, delivering
on our commitment to simplify the Group structure
and continue the open-ended share repurchase
programme. The latter remains a vital part of our
drive to enhance shareholder returns and
increase NAV per share. We endeavour to
maximise shareholder value with a transparent,
predictable and repeatable process of identifying,
scaling and highlighting value across our portfolio
at the right time.
Tencent is among the best technology
companies in the world. Prosus is committed to
remaining a significant shareholder in Tencent,
reflecting our confidence in its leadership team
to deliver value for shareholders.
Commentary
continued
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
11
Our balance sheet is strong, and our ambition
remains to manage it within ourinvestment-grade
rating. While searching for newinvestment
opportunities, we will remain disciplined.
Artificial intelligence is essential to compete.
TheGroup hopes to capitalise on the expertise
it has built over the past five years. We have
embedded AI in our operations, making our
capabilities available to businesses to drive
increased efficiencies. AI, and now increasingly
generative AI, is a significant value-creation
opportunity.
Risks
While the Group focuses on growing value
sustainably, weunderstand the importance
ofeffective risk management and therefore
continue to improve our governance processes.
This helps in setting ambitious objectives and
managing related risks.
Through our organisational structures, we
enable a proactive approach to risk
management. Local businesses can respond
quickly to unexpected opportunities as well as
risks, ensuring Prosus remains resilient and well
positioned for growth.
Our risk management philosophy distinguishes
three categories:
» Strategic risks and opportunities: Arising
from strategic choices we make, which are
continuously assessed based on risk versus
reward.
» Internal operational risks: These are
managed by upholding our code of business
ethics and conduct. Also by clear roles,
responsibilities and policies, effective internal
controls, and continuous monitoring.
» External risks: We reduce and mitigate, inter
alia, by implementing protective measures or
risk-transfer arrangements.
The board oversees risks and opportunities and
sets the boundaries within which those risks
must be managed. Businesses keep the board
updated through regular reports. Current topical
risks remain:
» Geopolitical tension and market conditions:
The Ukraine and Israel-Gaza wars plus
broader geopolitical tensions strain the global
economy. We expect inflation and interest
rates to remain elevated. In response, we
maintain a disciplined approach to deploying
capital. We also closely monitor our
counterparty and credit risk exposures
tosafeguard our balance sheet.
» Technology developments: We stay close to
advances in technology. Generative AI brings
both new opportunities and risks for our
products, services and business models.
Wefocus on the responsible use of data
andrelated technologies to keep our
customers safe, enhancing our cyber-
resilience, detection and response
capabilities and building our AI knowledge
and skills.
Commentary
continued
12
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Further details on our risk management
approach and specific risks are outlined in the
FY23 annual report in the ‘Choosing the right
opportunities and balancing risks’ section. This
report is available on our website.
Sustainability
As a leading long-term technology investor, we
recognise the power of technology to create
solutions for some of the world’s most-pressing
needs. Investments we make have the potential
to reduce inequalities and drive innovation. By
investing in local entrepreneurs who are solving
for local needs, we support economic growth in
those communities. This is the most sustainable
way of driving equitable access to opportunity
ina society.
A major milestone was receiving the Science
Based Targets initiative’s (SBTi) validation of
ourclimate targets. This is an essential step on
our journey to decarbonise ourbusiness while
we support a just and fair transition to a
low-carbon economy aligned with the Paris
Agreement. We developed targets by applying
SBTi’s guidance for investors, which best
matches our diverse portfolio of investments.
As a global company operating in many
countries, we are keenly aware of the need
forurgent climate action. With most of
ourportfolio companies operating in countries
withlow historical emissions footprint
1
butmost
vulnerable to the impacts of global warming, it
is critical to ensure a just and fair transition. Our
newly published environmental sustainability
programme details our targets and our climate
transition plan andstrategy.
Recognising the progress we made last year,
we received improved scores from leading
sustainability rating agencies, S&P and ISS, for
our sustainability and environmental, social and
governance (ESG) performance. These ratings
provide an external view of our sustainability
performance and help us improve our work to
embed sustainability atthe heart of all our
businesses.
As part of our mission to use technology to
improve the everyday lives of billions of people,
we emphasise promoting inclusive, economically
secure communities by doing what we do best
– supporting promising entrepreneurs to make
an impact on the communities around them.
While conditions vary, local company action is
key to addressing societal challenges. We are
proud of the many businesses across our
portfolio that are designing initiatives to meet
the needs of local communities.
Commentary
continued
1 Our World in Data: historical emissions: https://ourworldindata.org/contributed-most-global-co2
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
13
Directorate
On 18 September 2023, the Group announced
that Bob van Dijk stepped down as chief
executive and executive director of the boards.
We thank him for his leadership. Ervin Tu has
been appointed interim chief executive. Bob will
assist in the transition and remains a consultant
to the boards, ending his consulting arrangement
on 30 September 2024.
Remuneration for directors and key
management will be disclosed in the
remuneration report for the year ended
31March 2024, including Bob’s remuneration.
Ervin’s remuneration is unchanged as a result
ofhis interim appointment.
Notice for US shareholders
As Prosus’ ownership in Tencent is expected to
reduce below 25% before the end of the calendar
year, we advise USshareholders that Prosus may
be treated asa passive foreign investment
company (PFIC) for US federal income tax
purposes from 1April2024 onwards. Prosus has
been monitoring its PFIC status for a while and
when applying a monthly measurement period
for PFIC testing we believe that Prosus should
notbe a PFIC for its financial year ending
31March 2024 (FY24). It is, however, anticipated
that Prosus may be a PFIC in financial years
commencing 1 April 2024 (FY25). A definite
conclusion cannot be drawn until the close
ofthefinancial year in question.
If Prosus is classified as a PFIC, similar to
Naspers, Prosus intends to provide information
that a US holder of Prosus ordinary shares N
would need to make a ‘qualified electing fund’
(QEF) election starting from the period
1April2024 to 31 March 2025.
In addition, please note that it is expected that
the income, which US shareholders who will
make the QEF election need to include and
report, should be relatively insignificant and
willbe lower than the PFIC income which
USNaspers shareholders who have made
aQEF election will pick up.
Independent auditor’s review of the
condensed consolidated interim
financial statements
The condensed consolidated interim financial
statements for the six months ended
30September 2023 have been reviewed by
Deloitte, our independent auditor, whose
unmodified report is appended to these
condensed consolidated interim financial
statements.
Commentary
continued
14
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Responsibility statement on the
condensed consolidated interim
financial statements
We have prepared the condensed consolidated
interim financial statements of Prosus for the
sixmonths ended 30 September 2023, and the
undertakings included in the consolidation taken
as a whole, in accordance with IAS 34
Interim
Financial Reporting
.
To the best of our knowledge:
1. The condensed consolidated interim financial
statements give a true and fair view of the
assets, liabilities and financial position as at
30 September 2023, and of the result of our
consolidated operations for the six months
ended 30 September 2023.
2. The condensed consolidated interim financial
statements for the six months ended
30September 2023 include the information
required pursuant to article 5:25d, sections 8
and 9 of the Dutch Financial Supervision Act
(Wet op het Financieel Toezicht).
On behalf of the board
Koos Bekker Ervin Tu
Chair Interim chief executive
Amsterdam
28 November 2023
Commentary
continued
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
15
Condensed consolidated income statement
Six months ended
30 September
Year ended
31 March
Notes
2023
US$’m
2022
US$’m
2023
US$’m
Continuing operations
Revenue 8 2 556 2 269 4 947
Cost of providing services and sale of goods (1 523) (1 524) (3 310)
Selling, general and administration expenses (1 101) (828) (2 023)
Other (losses)/gains – net 10 (347) (3) (641)
Operating loss (415) (86) (1 027)
Interest income 9 438 140 475
Interest expense 9 (279) (277) (553)
Other finance income/(costs) – net 9 223 303 (55)
Dividend income — 61 61
Share of equity-accounted results
1
1 152 1 059 5 174
Impairment of equity-accounted investments 12 (175) (1 458) (1 742)
Dilution (losses)/gains on equity-accounted
investments 12 (143) (95) (252)
Gains on partial disposal of equity-accounted
investment 12 2 861 2 771 7 622
Net gains/(losses) on acquisitions and disposals 10 7 136 54
Profit before taxation 3 669 2 554 9 757
Taxation (79) (16) (42)
Profit from continuing operations 3 590 2 538 9 715
(Loss)/profit from discontinued operations
2
6 (223) (22) 307
Profit for the period 3 367 2 516 10 022
Attributable to:
Equity holders of the group 3 381 2 535 10 112
Non-controlling interests (14) (19) (90)
3 367 2 516 10 022
Per share information for the period from total
operations
3
Earnings per ordinary share N (US cents) 129 90 368
Diluted earnings per ordinary share N (US cents) 128 89 363
Per share information for the period from
continuing operations
3
7
Earnings per ordinary share N (US cents) 137 91 357
Diluted earnings per ordinary share N (US cents) 136 90 352
1 Includes equity-accounted results from associates. Refer to note 12.
2 The 30 September 2022 and 31 March 2023 amounts have been restated due to the discontinued operation of OLX Autos.
Refer to note 4.
3 Earnings per share is based on the weighted average number of shares taking into account the impact of the removal of
the group’s cross-holding structure in the current and prior period. Refer to note 7.
16
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Condensed consolidated statement of comprehensive income
Six months ended
30 September
Year ended
31 March
Notes
2023
US$’m
Restated
1
2022
US$’m
Restated
1
2023
US$’m
Profit for the period 3 367 2 516 10 022
Total other comprehensive loss, net of tax, for
the period: (4 145) (7 087) (4 814)
Items that may be subsequently reclassified
to profit or loss
Translation of foreign operations
2, 3
(1 844) (3 538) (2 448)
Equity-accounted investments’ foreign currency
translation reserve 723 301 797
Items that may not be subsequently
reclassified to profit or loss
Fair value losses on financial assets through
other comprehensive income 13 (1 292) (324) (158)
Share of equity-accounted investments’
movement in other comprehensive income
1, 4
12 (1 732) (3 526) (3 005)
Total comprehensive (loss)/income for the period (778) (4 571) 5 208
Attributable to:
Equity holders of the group (772) (4 541) 5 308
Non-controlling interests (6) (30) (100)
(778) (4 571) 5 208
1 Relates to the voluntary change in accounting policy for the group’s share in the changes in NAV and share-based
compensation reserve of equity-accounted investments. Refer to note 4.
2 31 March 2023 includes the reclassification to the condensed consolidated income statement of US$202m relating to the
disposal of Avito. Refer to note 15.
3 The significant movement relates to the translation effects from equity-accounted investments (refer to note 12). The current
period also includes a net monetary gain of US$23m (2022: US$67m and 31 March 2023: US$102m) relating to
hyperinflation accounting for the group’s subsidiaries in Turkey.
4 This relates mainly to (losses)/gains from the changes in share prices of Tencent’s listed investments carried at fair value
through other comprehensive income.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
17
Condensed consolidated statement of financial position
As at
30 September
As at
31 March
Notes
2023
US$’m
2022
US$’m
2023
US$’m
Assets
Non-current assets 37 626 42 039 41 707
Property, plant and equipment 571 541 620
Goodwill 11 1 040 2 336 1 412
Other intangible assets 343 429 367
Investments in associates 12 32 700 35 176 35 930
Investments in joint ventures 66 107 69
Other investments and loans
1
13 2 644 3 286 3 117
Trade and financing receivables 196 105 133
Other receivables 54 41 43
Deferred taxation 12 18 16
Current assets 22 452 20 125 23 371
Inventory 269 390 324
Trade and financing receivables 475 479 526
Other receivables and loans 871 738 869
Derivative financial instruments — 1 5
Other investments and loans
1
13 3 768 — 4 707
Short-term investments 13 481 7 391 6 726
Cash and cash equivalents 2 676 8 483 9 565
21 540 17 482 22 722
Assets classified as held for sale 15 912 2 643 649
Total assets 60 078 62 164 65 078
Equity and liabilities
Capital and reserves attributable to the
group’s equity holders 39 980 40 927 44 593
Share capital and premium 4 29 138 39 170 39 186
Treasury shares (3 920) (3 491) (10 043)
Other reserves (48 069) (48 474) (45 756)
Retained earnings 62 831 53 722 61 206
Non-controlling interests 29 144 32
Total equity 40 009 41 071 44 625
Non-current liabilities 15 721 15 500 16 048
Capitalised lease liabilities 139 147 150
Liabilities – interest bearing 15 435 14 999 15 596
– non-interest bearing 4 20 22
Other non-current liabilities
1
17 146 140
Cash-settled share-based payment liabilities 16 43 75 57
Deferred taxation 83 113 83
Current liabilities 4 348 5 593 4 405
Current portion of long-term debt 394 277 467
Trade payables 327 332 356
Accrued expenses 1 489 1 564 1 802
Provisions 63 9 45
Other current liabilities
1
625 2 207 775
Cash-settled share-based payment liabilities 16 570 648 656
Dividend payable 184 — —
Bank overdrafts 15 31 28
3 667 5 068 4 129
Liabilities classified as held for sale 15 681 525 276
Total equity and liabilities 60 078 62 164 65 078
1 Non-current derivative assets have been aggregated with other investments and loans, and non-current derivative liabilities
with other non-current liabilities as a result of them being immaterial. Current derivative liabilities have been aggregated
with other current liabilities as a result of them being immaterial.
18
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Condensed consolidated statement of changes in equity
Share
capital
and
premium
ordinary
shares
US$’m
Treasury
shares
US$’m
Foreign
currency
translation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combination
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
controlling
interest
US$’m
Total
US$’m
Balance at 1 April 2023 39 186 (10 043) (1 990) (1 929) (45 681) 3 844 61 206 44 593 32 44 625
Total comprehensive income for the period — — (1 128) (3 025) — — 3 381 (772) (6) (778)
Profit for the period — — — — — — 3 381 3 381 (14) 3 367
Total other comprehensive loss for the period — — (1 128) (3 025) — — — (4 153) 8 (4 145)
Movements in equity-accounted investments equity
reservesand NAV
1
— — — 225 — 399 — 624 — 624
Cancellation of treasury shares (10 043) 10 043 — — — — — — — —
Removal of the cross-holding structure
2
— — — 771 (204) — (771) (204) — (204)
Derecognition of Naspers residual asset — — — 771 (204) — (771) (204) — (204)
Repurchase of own shares
3
— (3 920) — — — — — (3 920) — (3 920)
Share-based compensation movements — — — — — (54) (19) (73) — (73)
Share-based compensation expense — — — — — 74 — 74 — 74
Contributions made to Naspers share trusts — — — — — (147) — (147) — (147)
Other share-based compensation movements — — — — — 19 (19) — — —
Direct equity movements (5) — — 647 277 (142) (777) — — —
Direct movements from associates — — — 660 — — (660) — — —
Realisation of reserves as a result of partial disposal
ofassociates — — — (13) — (142) 155 — — —
Realisation of reserves as a result of disposals — — — — 277 — (277) — — —
Other direct movements (5) — — — — — 5 — — —
Remeasurement of written put option liabilities — — — — 231 — — 231 — 231
Cancellation of written put option liabilities — — — — 70 — (5) 65 — 65
Dividends payable
4
— — — — — — (184) (184) — (184)
Transactions with non-controlling shareholders — — — 1 (382) 1 — (380) 3 (377)
Balance at 30 September 2023 29 138 (3 920) (3 118) (3 310) (45 689) 4 048
62 831 39 980
29 40 009
1 Relates to the impact of the voluntary change in accounting policy for the group’s share in the changes in NAV and
share-based compensation reserve of equity-accounted investments. Refer to note 4.
2 Relates to the removal of the group’s cross-holding structure. Refer to note 4.
3 Refer to note 4 for details of the Prosus/Naspers share repurchase programme.
4 Dividends payable consist of US$79m (2023: US$83m) attributable to Naspers and US$105m (2023: US$107m) attributable
to the Prosus free-float shareholders.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
19
Condensed consolidated statement of changes in equity
continued
Share
capital
and
premium
ordinary
shares
US$’m
Treasury
shares
US$’m
Foreign
currency
translation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combination
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
controlling
interest
US$’m
Total
US$’m
Balance at 1 April 2023 39 186 (10 043) (1 990) (1 929) (45 681) 3 844 61 206 44 593 32 44 625
Total comprehensive income for the period — — (1 128) (3 025) — — 3 381 (772) (6) (778)
Profit for the period — — — — — — 3 381 3 381 (14) 3 367
Total other comprehensive loss for the period — — (1 128) (3 025) — — — (4 153) 8 (4 145)
Movements in equity-accounted investments equity
reservesand NAV
1
— — — 225 — 399 — 624 — 624
Cancellation of treasury shares (10 043) 10 043 — — — — — — — —
Removal of the cross-holding structure
2
— — — 771 (204) — (771) (204) — (204)
Derecognition of Naspers residual asset — — — 771 (204) — (771) (204) — (204)
Repurchase of own shares
3
— (3 920) — — — — — (3 920) — (3 920)
Share-based compensation movements — — — — — (54) (19) (73) — (73)
Share-based compensation expense — — — — — 74 — 74 — 74
Contributions made to Naspers share trusts — — — — — (147) — (147) — (147)
Other share-based compensation movements — — — — — 19 (19) — — —
Direct equity movements (5) — — 647 277 (142) (777) — — —
Direct movements from associates — — — 660 — — (660) — — —
Realisation of reserves as a result of partial disposal
ofassociates — — — (13) — (142) 155 — — —
Realisation of reserves as a result of disposals — — — — 277 — (277) — — —
Other direct movements (5) — — — — — 5 — — —
Remeasurement of written put option liabilities — — — — 231 — — 231 — 231
Cancellation of written put option liabilities — — — — 70 — (5) 65 — 65
Dividends payable
4
— — — — — — (184) (184) — (184)
Transactions with non-controlling shareholders — — — 1 (382) 1 — (380) 3 (377)
Balance at 30 September 2023 29 138 (3 920) (3 118) (3 310) (45 689) 4 048
62 831 39 980
29 40 009
1 Relates to the impact of the voluntary change in accounting policy for the group’s share in the changes in NAV and
share-based compensation reserve of equity-accounted investments. Refer to note 4.
2 Relates to the removal of the group’s cross-holding structure. Refer to note 4.
3 Refer to note 4 for details of the Prosus/Naspers share repurchase programme.
4 Dividends payable consist of US$79m (2023: US$83m) attributable to Naspers and US$105m (2023: US$107m) attributable
to the Prosus free-float shareholders.
20
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Condensed consolidated statement of changes in equity
continued
Share
capital
and
premium
ordinary
shares
US$’m
Treasury
shares
US$’m
Foreign
currency
translation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combination
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
controlling
interest
US$’m
Total
US$’m
Balance at 1 April 2022 39 190 (6 411) (358) 65 (43 487) 3 223 58 199 50 421 102 50 523
Total comprehensive income for the period — — (3 225) (3 851) — — 2 535 (4 541) (30) (4 571)
Profit for the period — — — — — — 2 535 2 535 (19) 2 516
Total other comprehensive loss for the period – restated
1
— — (3 225) (3 851) — — — (7 076) (11) (7 087)
Movements in equity-accounted investments equity
reservesand NAV
1
— — — 141 — 595 — 736 2 738
Cancellation of treasury shares (4) 6 411 — — — — (6 407) — — —
Repurchase of own shares
2
— (3 491) — — — — — (3 491) — (3 491)
Acquisition of Naspers shares resulting in a capital
restructure
2
— — — — (616) — — (616) — (616)
Share-based compensation movements — — — — — (115) (8) (123) — (123)
Share-based compensation expense — — — — — 59 — 59 — 59
Contributions made to Naspers share trusts — — — — — (127) — (127) — (127)
Modification of share-based compensation benefits — — — — — (13) 9 (4) — (4)
Other share-based compensation movements — — — — — (34) (17) (51) — (51)
Direct equity movements (16) — — 549 — (119) (414) — — —
Direct movements from associates — — — 344 — — (344) — — —
Realisation of reserves as a result of partial disposal
ofassociate — — — 18 — (119) 101 — — —
Realisation of reserves as a result of disposals — 187 — (187) —
Other direct movements (16) — — — — — 16 — — —
Remeasurement of written put option liabilities — — — — 301 — — 301 — 301
Cancellation of written put option liabilities — — — — 14 — — 14 — 14
Other movements — — — — — — 7 7 — 7
Dividends paid
3
— — — — — — (190) (190) — (190)
Transactions with non-controlling shareholders
4
— — (6) — (1 585) — — (1 591) 70 (1 521)
Balance at 30 September 2022 39 170 (3 491) (3 589) (3 096) (45 373) 3 584 53 722 40 927 144 41 071
1 Relates to the impact of the voluntary change in accounting policy for the group’s share in the changes in NAV and
share-based compensation reserve of equity-accounted investments. Refer to note 4.
2 Refer to note 4 for details of the Prosus/Naspers share repurchase programme.
3 Dividends paid consist of US$83m attributable to Naspers and US$107m attributable to the Prosus free-float shareholders.
4 Relates mainly to the liability recognised for the non-controlling shareholders of iFood. Refer to note 4.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
21
Condensed consolidated statement of changes in equity
continued
Share
capital
and
premium
ordinary
shares
US$’m
Treasury
shares
US$’m
Foreign
currency
translation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combination
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
controlling
interest
US$’m
Total
US$’m
Balance at 1 April 2022 39 190 (6 411) (358) 65 (43 487) 3 223 58 199 50 421 102 50 523
Total comprehensive income for the period — — (3 225) (3 851) — — 2 535 (4 541) (30) (4 571)
Profit for the period — — — — — — 2 535 2 535 (19) 2 516
Total other comprehensive loss for the period – restated
1
— — (3 225) (3 851) — — — (7 076) (11) (7 087)
Movements in equity-accounted investments equity
reservesand NAV
1
— — — 141 — 595 — 736 2 738
Cancellation of treasury shares (4) 6 411 — — — — (6 407) — — —
Repurchase of own shares
2
— (3 491) — — — — — (3 491) — (3 491)
Acquisition of Naspers shares resulting in a capital
restructure
2
— — — — (616) — — (616) — (616)
Share-based compensation movements — — — — — (115) (8) (123) — (123)
Share-based compensation expense — — — — — 59 — 59 — 59
Contributions made to Naspers share trusts — — — — — (127) — (127) — (127)
Modification of share-based compensation benefits — — — — — (13) 9 (4) — (4)
Other share-based compensation movements — — — — — (34) (17) (51) — (51)
Direct equity movements (16) — — 549 — (119) (414) — — —
Direct movements from associates — — — 344 — — (344) — — —
Realisation of reserves as a result of partial disposal
ofassociate — — — 18 — (119) 101 — — —
Realisation of reserves as a result of disposals — 187 — (187) —
Other direct movements (16) — — — — — 16 — — —
Remeasurement of written put option liabilities — — — — 301 — — 301 — 301
Cancellation of written put option liabilities — — — — 14 — — 14 — 14
Other movements — — — — — — 7 7 — 7
Dividends paid
3
— — — — — — (190) (190) — (190)
Transactions with non-controlling shareholders
4
— — (6) — (1 585) — — (1 591) 70 (1 521)
Balance at 30 September 2022 39 170 (3 491) (3 589) (3 096) (45 373) 3 584 53 722 40 927 144 41 071
1 Relates to the impact of the voluntary change in accounting policy for the group’s share in the changes in NAV and
share-based compensation reserve of equity-accounted investments. Refer to note 4.
2 Refer to note 4 for details of the Prosus/Naspers share repurchase programme.
3 Dividends paid consist of US$83m attributable to Naspers and US$107m attributable to the Prosus free-float shareholders.
4 Relates mainly to the liability recognised for the non-controlling shareholders of iFood. Refer to note 4.
22
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Condensed consolidated statement of cash flows
Six months ended
30 September
Year ended
31 March
Notes
2023
US$’m
2022
US$’m
2023
US$’m
Cash flows from operating activities
Cash generated from/(utilised in) operating activities 5 (266) (349)
Interest income received 481 82 315
Dividends received from equity-accounted investments 759 572 572
Interest costs paid (291) (296) (551)
Taxation paid (50) (50) (107)
Net cash generated from/(utilised in)
operating activities 904 42 (120)
Cash flows from investing activities
Acquisitions and disposals of tangible and
intangible assets (32) (140) (252)
Acquisitions of subsidiaries, associates and joint
ventures, net of cash 17 (19) (81) (322)
Disposals of subsidiaries, businesses, associates
and joint ventures, net of cash 17 4 180 3 777 12 668
Acquisition of short-term investments
1
(13 487) (7 355) (6 605)
Maturity of short-term investments
1
6 709 3 924 3 924
Loans advanced to related parties 19 7 — 58
Cash paid for other investments
2
17 (64) (130) (559)
Cash received from other investments
3
17 11 3 723 3 764
Cash movement in other investing activities (26) (38) (33)
Net cash (utilised in)/generated from investing
activities (2 721) 3 680 12 643
Cash flows from financing activities
Repurchase of own shares 4 (4 005) (3 377) (9 901)
Proceeds from long and short-term loans raised 13 81 104
Repayments of long and short-term loans (22) (46) (56)
Capital restructure as a result of the share
repurchase programme — (615) (615)
Additional investment in existing subsidiaries (371) (14) (1 606)
Dividends and capital repayments paid to shareholders — (190) (191)
Contributions made to the Naspers share trusts 19 (147) (127) (191)
Repayments of capitalised lease liabilities (33) (35) (51)
Additional investment from non-controlling shareholders 3 67 67
Cash movements in other financing activities (3) (9) (11)
Net cash utilised in financing activities (4 565) (4 265) (12 451)
Net movement in cash and cash equivalents (6 382) (543) 72
Foreign exchange translation adjustments on cash
and cash equivalents (114) (266) (69)
Cash and cash equivalents at the beginning of the period 9 537 9 628 9 628
Cash and cash equivalents classified as held for sale (380) (367) (94)
Cash and cash equivalents at the end of the period 2 661 8 452 9 537
1 Relates to short-term cash investments with maturities of more than three months from date of acquisition.
2 Relates to payments for the group’s fair value through other comprehensive income investments.
3 Relates mainly to the group’s investments measured at fair value.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
23
1. General information
Prosus N.V. (Prosus or the group) is a public company with limited liability
(naamloze
vennootschap)
incorporated under Dutch law, with its registered head office located at
Symphony Offices, Gustav Mahlerplein 5, 1082 MS Amsterdam, the Netherlands (registered
inthe Dutch commercial register under number 34099856). Prosus is a subsidiary of Naspers
Limited (Naspers), a company incorporated in South Africa. Prosus is listed on the Euronext
Amsterdam Stock Exchange, with a secondary listing on the JSE Limited’s stock exchange
andA2X Markets in South Africa.
The Prosus group is a global consumer internet group and one of the largest technology
investors in the world. Operating and investing globally in markets with long-term growth
potential, Prosus builds leading consumer internet companies that empower people and
enrich communities. The group is focused on building meaningful businesses in the online
classifieds, payments and fintech, food delivery, etail and education technology sectors in
markets that include Europe, India and Brazil. Through its ventures team, Prosus actively seeks
new opportunities to partner with exceptional entrepreneurs who are using technology to
address big societal needs. Every day, millions of people use the products and services of
companies that Prosus has invested in, acquired or built. The group operates and partners
with a number of leading internet businesses across the Americas, Africa, Central and Eastern
Europe, and Asia in sectors including online classifieds, food delivery, payments and fintech,
edtech, health, etail and social and internet platforms.
The condensed consolidated interim financial statements for the six months ended 30 September
2023 were authorised for issue by the board of directors on 28 November 2023.
2. Basis of presentation and accounting policies
Information on the condensed consolidated interim financial statements
The condensed consolidated interim financial statements for the six months ended 30 September
2023 have been prepared in accordance with and containing the information required by
International Financial Reporting Standard, IAS 34
Interim Financial Reporting
, as adopted by
theEuropean Union (IFRS-EU).
The condensed consolidated interim financial statements do not include all the disclosures
required for complete annual financial statements prepared in accordance with IFRS-EU.
Theaccounting policies in these condensed consolidated interim financial statements are
consistent with those applied in the previous consolidated annual financial statements as
included in the annual report for the year ended 31 March 2023, except for the voluntary
change in accounting policy for the group’s share in the changes in net asset value (NAV)
andshare-based compensation reserve of equity-accounted investments detailed in note 4.
There were no new or amended accounting pronouncements effective from 1 April 2023 that
have a significant impact on the group’s condensed consolidated interim financial statements.
The condensed consolidated interim financial statements presented here report earnings per
share, diluted earnings per share, headline earnings per share and diluted headline earnings
per share (collectively referred to as earnings per share) per class of ordinary shares. These
are calculated as the relationship of the number of ordinary shares (or dilutive ordinary shares
where relevant) of Prosus issued at 30 September 2023 (net of treasury shares) to the relevant
net profit measure attributable to the shareholders of Prosus.
The earnings per share information presented takes into account the impact of the removal
ofthe group’s cross-holding structure with Naspers.
All amounts disclosed are in millions of US dollars (US$’m), unless otherwise stated.
Notes to the condensed consolidated interim financial statements
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
24
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
2. Basis of presentation and accounting policies continued
Information on the condensed consolidated interim financial statements continued
Operating segments
The group’s operating segments reflect the components of the group that are regularly
reviewed by the chief operating decision-maker (CODM) as defined in note 21 ‘Segment
information’ in the consolidated financial statements as included in the annual report for
theyear ended 31 March 2023.
In March 2023, the group announced its decision to exit the OLX Autos business unit. The exit
process is being executed for each operation within the business unit in its local market. The
business unit as a whole represents a separate major line of business, both in terms of the
distinct nature of the business and its contribution to the operational performance of the
group. As such, the operations that are disposed, classified as held for sale or closed down
by30 September 2023 have been presented as discontinued operations and are reviewed
separately by the CODM.
From 1 April 2022, following the operational separation from the OLX Group, the CODM
reviewed the financial results of Avito separately from the Classifieds Ecommerce segment.
The financial results of Avito are presented as a discontinued operation in the financial year
ended 31March 2023 in the operating segment information up until the date of disposal in
October2022.
The comparative financial results of the relevant operations in the OLX Autos business
described above, previously presented in the Classifieds Ecommerce segment, have been
reclassified and presented in discontinued operations to allow the current performance of
thebusiness to be compared to prior periods. The change has no impact on the total group
revenue, adjusted EBITDA and trading (loss)/profit in prior periods.
The group proportionately consolidates its share of the results of its associates and joint
ventures in its disclosure of segment results in note 5.
Lag periods applied when reporting results of equity-accounted investments
Where the reporting periods of associates and joint ventures (equity-accounted investments)
are not coterminous with that of the group and/or it is impracticable for the relevant
equity-accounted investee to prepare financial statements as of 31 March or 30 September
(for instance due to the availability of the results of the equity-accounted investee relative to
the group’s reporting period), the group applies an appropriate lag period of not more than
three months in reporting the results of the equity-accounted investees. Significant transactions
and events that occur between the non-coterminous reporting periods are adjusted for. The
group exercises significant judgement when determining the transactions and events for which
adjustments are made.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
25
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
2. Basis of presentation and accounting policies continued
Information on the condensed consolidated interim financial statements continued
Going concern
The condensed consolidated interim financial statements are prepared on the going-concern
basis. Based on forecasts and available cash resources, the group has adequate resources to
continue operations as a going concern in the foreseeable future. At 30 September 2023, the
group recorded US$16.1bn in cash, comprising US$2.6bn of cash and cash equivalents net
ofbank overdrafts and US$13.5bn in short-term cash investments. The group had US$15.8bn
of interest-bearing debt (excluding capitalised lease liabilities) and an undrawn US$2.5bn
revolving credit facility.
In assessing going concern, the impact of internal and external economic factors on the
group’s operations and liquidity was considered in preparing the forecasts and in assessing
the group’s actual performance against budget. The board is of the opinion that the group
has sufficient financial flexibility to continue as a going concern in the year subsequent to
thedate of these condensed consolidated interim financial statements.
Hyperinflation
In June 2022, the International Monetary Fund declared Turkey as a hyperinflationary economy.
Accordingly, the group applied the hyperinflationary accounting requirements of IAS 29
Financial
Reporting in Hyperinflationary Economies
for the group’s subsidiaries in Turkey. As the
presentation currency of the group is that of a non-hyperinflationary economy, comparative
amounts are not adjusted for changes in the price level or exchange rates in the current year.
The results, cash flows and financial position for the group’s subsidiaries in Turkey are
adjusted using a general price index to reflect the current purchasing power at the end of the
reporting period. The carrying amounts of non-monetary assets and liabilities are adjusted to
reflect the change in the general price index from the date of acquisition of these subsidiaries
to the end of the reporting period. The gain or loss on the net monetary position from
translation of the financial information is recognised in the condensed consolidated income
statement, except for goodwill, other intangible assets and deferred tax liabilities arising at
acquisition of these subsidiaries. The impact of the gain on the net monetary position in the
condensed consolidated income statement is not material.
Goodwill, other intangible assets and deferred tax liabilities arising at acquisition of these
subsidiaries are restated using the general price index at the end of the reporting period. The
gain or loss on the net monetary position from the adjustment to these assets and liabilities is
recognised in other comprehensive income and accumulated in the foreign currency
translation reserve in equity.
The general price index as published by the Turkish Statistical Institute was used in adjusting
the results, cash flows and financial position for the group’s subsidiaries in Turkey up to
30September 2023. The general price inflation factor up to 30 September 2023 was 283.89%.
3. Review by the independent auditor
Deloitte replaced PwC as the group’s independent auditor with effect from the 2024
financial year.
These condensed consolidated interim financial statements have been reviewed by the
company’s external auditor, Deloitte, whose unmodified review report appears at the end
ofthe condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
26
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
4. Significant changes in financial position and performance during the reporting
period
Removal of the group’s cross-holding structure
On 27 June 2023, the group announced its intention to remove the cross-holding structure
between Prosus and Naspers (the transaction). This transaction was completed in September
2023. The transaction aimed to address the limitation on the share repurchase programme at
the Naspers level arising from the cross-holding structure and the complexity arising from the
cross-holding structure.
The removal of the cross-holding structure was implemented by the completion of the following
key transaction steps:
1. Prosus undertook a share capitalisation issue of new ordinary shares N, ordinary shares B
and ordinary shares A1. The capitalisation issue of the ordinary shares N was to Prosus’
free-float shareholders. Naspers irrevocably waived its entitlement to ordinary shares N.
The capitalisation issue of the ordinary shares B was to Naspers and the capitalisation
issue of ordinary shares A1 was to the holders of the issued ordinary shares A1.
2. Immediately prior to the Naspers capitalisation issue, the Naspers N ordinary shares
held by its subsidiary MIH Treasury Services Proprietary Limited (MIH Treasury) were
distributed to Naspers and were immediately cancelled.
3. Naspers undertook a capitalisation issue of new Naspers N ordinary shares and
A ordinary shares. The capitalisation issue of the N ordinary shares was to Naspers’
free-float shareholders. Prosus irrevocably waived its entitlement to Naspers N ordinary
shares. The capitalisation issue of A ordinary shares was to the holders of the issued
A ordinary shares.
4. Naspers converted its N ordinary shares and A ordinary shares from par to no par value
shares. Subsequent to the capitalisation issue, Naspers facilitated the proportional share
consolidation of N ordinary shares and A ordinary shares to the respective holders of
these issued shares, including Prosus.
5. The share consolidation resulted in a Prosus minimal holding of Naspers N ordinary
shares, which were subsequently sold on the market.
The memorandum of incorporation of Naspers and the articles of association of Prosus were
amended to facilitate the above transaction steps. Prior to the implementation of the above
transaction, the group obtained all regulatory and shareholder approvals.
Naspers’ voting interest and control of Prosus is determined by the total voting rights that
Naspers has in Prosus pursuant to the Prosus ordinary shares N and the Prosus ordinary
shares B that it holds. The control structure of Prosus remained unchanged subsequent to the
above transaction. Naspers remained the controlling shareholder of Prosus as it retained a
72.96% voting interest in Prosus. In addition, the tax status of Naspers and Prosus remained
unchanged subsequent to this transaction.
The cross-holding structure between Naspers and Prosus established the effective economic
interest (effective interest) of the Naspers free-float shareholders in the Prosus group. Post
theimplementation of the above transaction, the Naspers and Prosus free-float shareholders’
respective effective interest in Prosus remained similar to what it was immediately prior to
theremoval of this cross-holding structure. The transaction therefore allowed for the Prosus
free-float shareholders to directly have an effective interest in Prosus without the complexity
of the cross-holding structure. The legal ownership of Prosus is now aligned with the effective
economic interests of its shareholders.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
27
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
4. Significant changes in financial position and performance during the reporting
period continued
Removal of the group’s cross-holding structure continued
The above key transaction steps happened simultaneously and in contemplation of each
other. They were therefore accounted for as a single arrangement with the effective date of
18 September 2023, which is the closing date when all the transaction steps were completed.
Accounting for the removal of the group’s cross-holding structure
The capitalisation issue of the ordinary shares N, A1 and B to free-float shareholders is an
issue of new shares in proportion to their existing shareholding for no consideration. The
capitalisation issue is granted out of Prosus’ capital reserves which is share premium. The
shares were therefore issued at par value. The group recognised a decrease in share
premium and a corresponding increase in share capital of US$243m.
The removal of the cross-holding structure results in the derecognition of the Naspers residual
asset and the recognition of the minimal investment in Naspers shares prior to the disposal of
the shares on the market. The Naspers residual asset was initially recognised as a result of
the cross-holding arrangement between Naspers and Prosus. The removal of this cross-holding
structure resulted in the deemed disposal of this asset and a subsequent disposal of the
Naspers N ordinary shares on the market. The group derecognised US$211m of the Naspers
residual asset and recognised an investment in Naspers amounting to US$7m. The excess of
the residual asset derecognised and the Naspers shares of US$204m was recognised in the
‘Existing control business combination reserve’ in equity, representing the removal of the
cross-holding structure with no change in the equity structure of the group. In addition,
accumulated losses of the residual interest asset in the valuation reserve of US$771m were
transferred to retained earnings within equity upon derecognition. The group received US$7m
as a result of the sale of the N ordinary shares on the market.
Post the implementation of this transaction, the Naspers and Prosus free-float effective interest
inProsus was 43.3% (31 March 2023: 43.5%) and 56.7% (31 March 2023: 56.5%) respectively.
Share repurchase programme
On 27 June 2022, the group announced the beginning of an open-ended, repurchase
programme of the Prosus ordinary shares N and Naspers N ordinary shares. The group
continued with the share repurchase programme for the six months ended 30 September 2023.
The Prosus repurchase programme of its ordinary shares N continued to be funded by an
orderly, on-market sale of Tencent Holdings Limited (Tencent) shares.
The Naspers repurchase programme of its N ordinary shares continued to be funded by the
disposal of some of the Prosus ordinary shares N that it holds. During the period, the Naspers
repurchase programme was implemented by MIH Treasury up until the removal of the group’s
cross-holding structure. Subsequent to the removal of the cross-holding structure, the share
repurchase programme was continued by Naspers and not MIH Treasury.
For the six months ended 30 September 2023, Prosus repurchased 57 616 849 (2% of
outstanding ordinary shares N in issue) ordinary shares N on the market for a total
consideration of US$3.9bn, which was funded by the sale of 92 412 000 Tencent shares
yielding proceeds of US$4.0bn. Naspers repurchased 10 310 684 (6% of outstanding
Nordinary shares in issue) N ordinary shares on the market for a total consideration of
US$1.8bn.
This transaction was funded by the disposal of 24 358 880 Prosus ordinary shares N on the
market yielding proceeds of US$1.6bn.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
28
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
4. Significant changes in financial position and performance during the reporting
period continued
Share repurchase programme continued
At 31 March 2023, the Naspers and Prosus free-float shareholders’ effective interest in Prosus
was 56.5% and, subsequent to the removal of the cross-holding structure detailed above and
the continuation of the share repurchase programme, the Naspers and Prosus free-float
shareholders’ effective interest in Prosus at 30 September 2023 is 56.7%.
Repurchase of Prosus shares
The Prosus ordinary shares N acquired by the group are classified as treasury shares. These
are recognised in ‘Treasury shares’ on the condensed consolidated statement of financial
position. The treasury shares were recognised at a cost of US$3.9bn. The group intends to
cancel the Prosus shares repurchased in due course once the relevant approvals have been
obtained, so as to reduce its issued share capital.
Disposal of shares in Tencent
The group reduced its ownership interest in Tencent from 26% to 25%, yielding US$4.0bn in
proceeds. This is a partial disposal of an associate that does not result in a loss of significant
influence. The group recognised a gain on partial disposal of US$2.9bn in the condensed
consolidated income statement. The group reclassified a loss of US$65m from the foreign
currency translation reserve to the condensed consolidated income statement related to this
partial disposal.
Sale of PayU GPO
In August 2023, the group announced that it reached an agreement with Rapyd, a leading
fintech service provider, to acquire the Global Payments Organisations (GPO) within PayU for
a cash transaction worth US$610m. The transaction excludes the group’s payments business
inIndia as well as its businesses in south-east Asia – Red Dot Payment – and Turkey – Iyzico.
As a result of this agreement, the group classified the GPO investments being sold as a
disposal group held for sale from August 2023. The disposal group consists of the GPO
businesses in Eastern Europe and Latin America.
Other transactions with non-controlling shareholders
In November 2022, the group acquired the remaining 33.3% stake in iFood Holdings B.V. (iFood)
and IF-JE Holdings B.V., from non-controlling shareholder Just Eat Holding Limited (Just Eat) for
€1.5bn in cash, plus a contingent consideration of up to a maximum of €300m at a future date.
The shares were acquired from the non-controlling shareholders for the cash consideration of
US$1.5bn. At 30 September 2023, the fair value to be settled in the second half of FY24
amounted to US$6m (31 March 2023: US$88m).
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
29
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
4. Significant changes in financial position and performance during the reporting
period continued
Share repurchase programme continued
Exit of the OLX Autos business unit
In March 2023, the group announced its decision to exit the OLX Autos business unit. The OLX
Autos business unit is a second-hand car-sale ecommerce platform which operates through a
single technological platform located in various regions. The business unit as a whole represents
a separate major line of business, both in terms of the distinct nature of the business and its
contribution to the operational performance of the group. All the operations of this business are
presented as discontinued operations as they have been disposed, classified as held for sale
orclosed down by 30 September 2023. OLX Autos operations previously presented in continuing
operations for 31 March 2023 have been presented in discontinued operations as of
30September 2023.
The group recognised a US$100m impairment for the period (2022: US$nil) related primarily to
goodwill that was classified as held for sale as at 31 March 2023. Total impairment losses of
US$164m recognised in March 2023 are presented in discontinued operations related to
goodwill and other assets. The loss on disposal for the operations sold during the period,
including the reclassification of accumulated foreign currency translation losses, was not material.
iFood change in revenue model
From 1 April 2023, iFood – the group’s food-delivery business – changed the terms and
conditions for the delivery services in its logistics operation and, as a result, there was a
change in its business model. This change in the business model impacts the amount of
revenue recognised from 1 April 2023 as compared to the prior years. In prior years iFood
controlled the food-delivery service provided to customers and recognised revenue on a gross
basis as a principal. From 1 April 2023, the revenue recognised represents commissions and
services fees received as a result of facilitating food-delivery services on behalf of third parties
as an agent.
Profit from discontinued operations
Discontinued operations consist of the OLX Autos business unit. The comparative periods
include the group’s Russian business up until the date of disposal in October 2022. Refer
tonote 6 for financial information related to the group’s discontinued operations.
Voluntary change in accounting policy for changes in net asset value and equity reserves
of equity-accounted investments
Effective 1 April 2023, the group made a voluntary change to its accounting policy for the
recognition of changes in the NAV and equity reserves of its equity-accounted investments.
Changes in the NAV and equity reserves of equity-accounted investments are now recognised
directly in equity. Previously, these changes were recognised in other comprehensive income
inthe condensed consolidated statement of comprehensive income and accumulated in
equity in the ‘Valuation reserve’ due to the lack of prescriptive IFRS guidance for transactions
of this nature. These changes that will now be recognised directly in equity will continue to be
accumulated in the ‘Valuation reserve’.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
30
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
4. Significant changes in financial position and performance during the reporting
period continued
Share repurchase programme continued
Voluntary change in accounting policy for changes in net asset value and equity reserves
of equity-accounted investments continued
The group considers that the voluntary change in the accounting policy will provide more
relevant and reliable information about the effects of underlying transactions with equity-
accounted investments as these changes impact their equity and have no impact on the
equity-accounted investments’ other comprehensive income.
The group has adopted this change in accounting policy retrospectively. The change has no
impact on the group’s equity or ‘Valuation reserve’ as the amounts previously recognised
in the condensed consolidated statement of comprehensive income will continue to be
accumulated in the ‘Valuation reserve’. The group has restated the condensed consolidated
statement of comprehensive income for this change.
Below is a summary of the impact of the change in accounting policy on the condensed
consolidated statement of comprehensive income:
Six months ended
30 September 2022
Year ended
31 March 2023
Previously
reported
US$’m
Change in
accounting
policy
1
US$’m
Restated
US$’m
Previously
reported
US$’m
Change in
accounting
policy
1
US$’m
Restated
US$’m
Share of equity-accounted
investments’ movement in
other comprehensive
income and NAV (2 788) (738) (3 526) (1 741) (1 264) (3 005)
Total comprehensive
(loss)/income for the
period (3 833) (738) (4 571) 6 472 (1 264) 5 208
Attributable to:
Equity holders of the group (3 805) (736) (4 541) 6 570 (1 262) 5 308
Non-controlling interests (28) (2) (30) (98) (2) (100)
(3 833) (738) (4 571) 6 472 (1 264) 5 208
1 Represents the impact of the voluntary change in accounting policy for changes in the NAV and equity reserves of the
group’s equity-accounted investments.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
31
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
5. Segmental review
Reconciliation of consolidated cash utilised in operating activities, adjusted EBITDA and
trading loss to consolidated operating loss from continuing operations
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Cash generated from/(utilised in) operating
activities 5 (266) (349)
Non-cash adjustments (171) (130) (295)
Working capital outflow 33 200 178
Operating cash flows of discontinued operations,
net of adjustments for non-cash and other items 76 (95) (14)
Consolidated adjusted EBITDA from continuing
operations
1
(57) (291) (480)
Depreciation (44) (40) (90)
Amortisation of software (6) (5) (11)
Interest on capitalised lease liabilities (3) (2) (5)
Consolidated trading loss from continuing
operations
2
(110) (338) (586)
Interest on capitalised lease liabilities 3 2 5
Interest paid on merchant payables — — —
Amortisation of other intangible assets (36) (36) (68)
Other (losses)/gains – net (347) (3) (641)
Retention option expense 61 15 (20)
Other — 4 7
Remeasurement of cash-settled share-based
incentives expenses 16 273 285
Share-based incentives for share options settled
inNaspers shares
3
(2) (3) (9)
Consolidated operating loss from continuing
operations (415) (86) (1 027)
1 Adjusted EBITDA is a non-IFRS measure that represents operating profit/loss, as adjusted, to exclude:
depreciation; amortisation; retention option expenses linked to business combinations; other losses/gains – net,
which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments
of financial instruments and impairment losses. For share-based compensation expenses (SAR, RSU and PSU),
adjusted EBITDA includes the grant date fair value of these expenses, however, excludes expenses deemed to
arise from shareholder transactions by virtue of employment; subsequent fair value remeasurement of cash-settled
share-based compensation expenses (SAR); equity-settled share-based compensation expenses for group share
option schemes; and those deemed to arise on shareholder transactions, except where the group has a cash
cost on settlement with participants. It is considered a useful measure to analyse operational profitability.
2 Trading profit/(loss) is a non-IFRS measure that refers to adjusted EBITDA adjusted for depreciation, amortisation
of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse operational
profitability.
3 Refers to share-based incentives settled in equity instruments of the Naspers group, where the Prosus group has
no obligation to settle the awards with participants, ie they are settled by Naspers.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
32
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
5. Segmental review continued
Revenue
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
%
change
2023
US$’m
Continuing operations
Ecommerce
4 939 4 246 16 9 124
Classifieds
1, 2
466 368 27 755
Food Delivery
3
2 444 1 911 28 4 203
Payments and Fintech 591 480 23 1 052
Edtech 211 334 (37) 545
Etail 948 852 11 1 953
Other 279 301 (7) 616
Social and internet platforms
10 675 11 309 (6) 22 269
Tencent 10 675 11 309 (6) 22 269
Corporate segment
— — — —
Total economic interest from
continuingoperations 15 614 15 555 — 31 393
Less:
Equity-accounted investments (13 058) (13 286) (2) (26 446)
Total consolidated from continuing
operations 2 556 2 269 13 4 947
Total from discontinued operations
1, 2
618 1 511 (59) 2 444
Total consolidated 3 174 3 780 (16) 7 391
1 From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of Avito
separately. Subsequent to the group’s decision to exit this Russian business, Avito was presented as a discontinued
operation up until the date of disposal. The comparative financial results of Avito, previously presented in the
Classifieds Ecommerce segment, have been reclassified and presented in discontinued operations.
2 From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations disposed,
classified as held for sale or closed down by 30 September 2023 were presented as a discontinued operation.
The OLX Autos business unit is a separate major line of business, both in terms of the distinct nature of the
business and its contribution to the operational performance of the group. The comparative financial results
ofthese operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and
presented in discontinued operations. Refer to note 4.
3 From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result to a
change in the services rendered to its customers. Refer to note 4.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
33
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
5. Segmental review continued
Adjusted EBITDA
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
%
change
2023
US$’m
Continuing operations
Ecommerce
(117) (700) (83) (1 082)
Classifieds
1, 2
122 46 >100 74
Food Delivery
3
(86) (333) 74 (545)
Payments and Fintech (28) (93) 70 (108)
Edtech (58) (167) 65 (239)
Etail 3 (14) 121 (10)
Other (70) (139) 50 (254)
Social and internet platforms
3 374 3 142 7 6 295
Tencent 3 374 3 142 7 6 295
Corporate segment
(71) (78) 9 (166)
Total economic interest from continuing
operations 3 186 2 364 35 5 047
Less:
Equity-accounted investments (3 243) (2 655) 22 (5 527)
Total consolidated from continuing
operations (57) (291) 80 (480)
Total from discontinued operations
1, 2
(109) 40 >(100) (142)
Total consolidated (166) (251) 34 (622)
1 From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of
Avitoseparately. Subsequent to the group’s decision to exit this Russian business, Avito was presented as a
discontinued operation up until the date of disposal. The comparative financial results of Avito, previously
presented in the Classifieds Ecommerce segment, have been reclassified and presented in discontinued
operations.
2 From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations disposed,
classified as held for sale or closed down by 30 September 2023 were presented as a discontinued operation.
The OLX Autos business unit is a separate major line of business, both in terms of the distinct nature of the
business and its contribution to the operational performance of the group. The comparative financial results
ofthese operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and
presented in discontinued operations. Refer to note 4.
3 From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result to a
change in the services rendered to its customers. Refer to note 4.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
34
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
5. Segmental review continued
Trading (loss)/profit
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
%
change
2023
US$’m
Continuing operations
Ecommerce
(246) (805) 69 (1 306)
Classifieds
1, 2
110 33 >100 47
Food Delivery
3
(155) (381) 59 (649)
Payments and Fintech (34) (97) 65 (116)
Edtech (64) (178) 64 (258)
Etail (25) (38) 34 (63)
Other (78) (144) 46 (267)
Social and internet platforms
2 875 2 497 15 5 085
Tencent 2 875 2 497 15 5 085
Corporate segment
(74) (82) 10 (173)
Total economic interest from continuing
operations 2 555 1 610 59 3 606
Less:
Equity-accounted investments (2 665) (1 948) 37 (4 192)
Total consolidated from continuing
operations (110) (338) 67 (586)
Total from discontinued operations
1, 2
(115) 17 >(100) (178)
Total consolidated (225) (321) 30 (764)
1 From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of Avito
separately. Subsequent to the group’s decision to exit this Russian business, Avito was presented as a discontinued
operation up until the date of disposal. The comparative financial results of Avito, previously presented in the
Classifieds Ecommerce segment, have been reclassified and presented in discontinued operations.
2 From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations disposed,
classified as held for sale or closed down by 30 September 2023 were presented as a discontinued operation.
The OLX Autos business unit is a separate major line of business, both in terms of the distinct nature of the
business and its contribution to the operational performance of the group. The comparative financial results
ofthese operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and
presented in discontinued operations. Refer to note 4.
3 From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result to a
change in the services rendered to its customers. Refer to note 4.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
35
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
6. Profit from discontinued operations
Discontinued operations in the current and prior period relate to the OLX Autos business unit.
The prior year also includes the financial performance of Avito up until the date of disposal in
October 2022.
Discontinued operations for the OLX Autos business include the operations disposed, classified
as held for sale or closed down by 30 September 2023. Refer to note 15 for details of this
business unit’s disposal group.
The financial information relating to the group’s discontinued operations is set out below:
Income statement information of discontinued operations
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Revenue from contracts with customers 618 1 511 2 444
Online sale of goods revenue 605 950 1 759
Classifieds listings revenue 7 497 602
Advertising revenue 2 41 52
Other revenue 4 23 31
Expenses (846) (1 492) (2 660)
Impairment of goodwill and other assets
1
(102) (5) (125)
Other expenses (744) (1 487) (2 535)
(Loss)/profit before tax (228) 19 (216)
Taxation (4) (41) (45)
Loss for the period (232) (22) (261)
Gain on disposal of discontinued operation 9 — 568
(Loss)/profit from discontinued operations (223) (22) 307
(Loss)/profit from discontinued operations
attributable to:
Equity holders of the group (222) (21) 303
Non-controlling interest (1) (1) 4
(223) (22) 307
1 Relates to impairment losses of goodwill and other assets in the OLX Autos business unit.
Cash flow statement information of discontinued operations
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Net cash (utilised in)/generated from operating
activities (22) 95 42
Net cash generated from/(utilised in) investing
activities 136 (48) 1 981
Net cash (utilised in)/generated from financing
activities (162) 182 270
Cash (utilised in)/generated from discontinued
operations (48) 229 2 293
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
36
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
6. Profit from discontinued operations continued
Per share information from discontinued operations
1
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Earnings per ordinary share N (8) (1) 11
Diluted earnings per ordinary share N (8) (1) 11
Headline earnings per ordinary share N (5) — (5)
Diluted headline earnings per ordinary share N (5) — (5)
1 Refer to note 7 for further details on earnings per share from discontinued operations.
7. Earnings per share
Calculation of headline earnings
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Earnings from continuing operations
Basic earnings attributable to shareholders 3 603 2 556 9 809
Impact of dilutive instruments of subsidiaries,
associates and joint ventures (26) (33) (116)
Diluted earnings attributable to shareholders 3 577 2 523 9 693
Headline adjustments for continuing operations
Adjusted for:
(2 194) (2 357) (8 949)
Impairment of other assets — — 33
Impairment of goodwill, property, plant and
equipment, and other intangible assets 341 10 612
Loss on sale of assets 4 — 4
Gain recognised on loss of control — (23) (23)
Gain recognised on loss of significant influence — (99) (30)
Gain on remeasurement of previously held interest (10) — —
Net gains on acquisitions and disposals of
investments — (25) (30)
Gain on partial disposal of equity-accounted
investments (2 861) (2 771) (7 622)
Dilution losses on equity-accounted investments 143 95 252
Remeasurements included in equity-accounted
earnings
1
14 (1 002) (3 887)
Impairment of equity-accounted investments 175 1 458 1 742
1 409 199 860
Total tax effects of adjustments — — —
Total adjustment for non-controlling interest — 1 (104)
Basic headline earnings from continuing operations
2
1 409 200 756
Diluted headline earnings from continuing
operations 1 383 167 640
1 Remeasurements included in equity-accounted earnings include US$14m (2022: US$1.8bn and 31 March 2023:
US$5.9bn) relating to gains arising on acquisitions and disposals by associates and US$25m relating to net
impairments of assets recognised by associates (2022: impairment of US$783m and 31 March 2023: impairment
of US$1.9bn).
2 Headline earnings represent net profit for the year attributable to equity holders of the group, excluding certain
defined, separately identifiable remeasurements. The headline earnings measure is pursuant to the JSE Listings
Requirements calculated in terms of the SAICA guide of Circular 1/2023.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
37
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
7. Earnings per share continued
Calculation of headline earnings continued
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Earnings from discontinued operations
Basic earnings attributable to shareholders (222) (21) 303
Diluted earnings attributable to shareholders (222) (21) 303
Headline adjustments for discontinued
operations
1
Adjusted for:
94 8 (437)
Loss on sale of property, plant and equipment
and other intangible assets 1 3 6
Impairment of goodwill, intangible assets and
other assets 102 5 125
Net gains on acquisitions and disposals of
investments (9) — (568)
(128) (13) (134)
Total adjustment for non-controlling interest — — 6
Basic headline earnings from discontinued
operations
1
(128) (13) (128)
Diluted headline earnings from discontinued
operations (128) (13) (128)
1 Headline earnings represent net profit for the year attributable to equity holders of the group, excluding certain
defined, separately identifiable remeasurements. The headline earnings measure is pursuant to the JSE Listings
Requirements.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
38
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
7. Earnings per share continued
Earnings per share information
The earnings per share represent the economic interest per share, taking into account the
impact of the cross-holding structure between Prosus and Naspers up until the date of its
removal in September 2023 (refer to note 4).
The cross-holding agreement dealt with how distributions by Prosus will be attributed to
itsNordinary shareholders. Under the cross-holding agreement, Naspers had waived its
entitlement to any distributions from Prosus for a calculated number of the ordinary shares N it
holds in Prosus, as these represented the portion of the ordinary shares N that Prosus indirectly
owns in itself by virtue of its interest in Naspers. These ordinary shares N (cross-holding ordinary
shares N) were excluded from the earnings per share calculation, as they contractually do not
have an economic interest in the earnings of the group. These cross-holding ordinary shares N
were excluded from the earnings per share calculation as they were considered N non-
participating shares. The removal of the cross-holding agreement allowed for these ordinary
shares N held by Naspers to now have economic interest in the earnings of the group and
become participating shares like the rest of the ordinary shares N in issue.
The inclusion of the cross-holding ordinary shares N in the earnings per share calculation was
for no consideration and had no change to the resources of the group. In addition, as part of
the removal of the cross-holding transaction, the share capitalisation in the current period was
for no consideration.
The cross-holding ordinary shares N (which become participating shares upon removal of the
cross-holding agreement) and the newly issued shares (as a result of the capitalisation issue)
are included in the weighted average number of shares outstanding from 1 April 2022 in
accordance with IFRS to allow for a like-for-like comparison. This therefore restates the FY23
earnings per share because the removal of the cross-holding changes the issued and
participating ordinary shares N of the group with no change in resources of the group or
economic benefits for the shareholders.
In addition to the above transaction and the group’s open-ended share repurchase
programme, the number of ordinary shares N used in the earnings per share information is
weighted for the period that the shares were in issue and not recognised as treasury shares.
Refer to note 4 for the impact of the share repurchase programme.
The A and B ordinary shareholders are entitled to one voting right per share. The A ordinary
shareholders are entitled to one-fifth of the economic rights attributable to the Prosus free-float
shareholders. The B ordinary shareholders are entitled to one-millionth of the economic rights
of the Prosus ordinary shares N.
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Earnings attributable to shareholders from
continuing operations 3 603 2 556 9 809
Headline earnings from continuing operations 1 409 200 756
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
39
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
7. Earnings per share continued
Earnings per share information continued
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Number of
participating
ordinary
shares N
(‘000)
Number of
participating
ordinary
shares N
(‘000)
Number of
participating
ordinary
shares N
(‘000)
Issued shares
Net number of shares in issue at period-end
(net of treasury shares) 2 601 937 1 949 826 1 851 021
Cross-holding ordinary shares N — (596 010) (596 444)
Net number of shares at period-end 2 601 937 1 353 816 1 254 577
Weighted average number of ordinary shares
Issued net of treasury shares at the beginning
ofthe period 1 254 576 1 419 444 1 419 444
Capitalisation issue
1
808 533 808 533 808 533
Weighting of share repurchase (25 000) (11 203) (54 342)
Weighting of cross-holding ordinary shares N (1 953) (3 519) (7 734)
Removal of cross-holding arrangement
1
596 444 584 373 584 373
Weighted average number of shares in issue
during the period
2
2 632 600 2 797 628 2 750 274
Adjusted for the effect of future share-based
payment transactions — — —
Diluted weighted average number of shares
in issue during the period 2 632 600 2 797 628 2 750 274
Per share information from continuing
operations for the period
3
Earnings per ordinary share N (US cents) 137 91 357
Diluted earnings per ordinary share N (US cents) 136 90 352
Headline earnings per ordinary share N (US cents) 54 7 27
Diluted headline earnings per ordinary
share N (US cents) 53 6 23
1 The capitalisation issue and removal of the cross-holding ordinary shares N are included in the weighted average
number of shares from 1 April 2022.
2 The weighted average number of shares excludes the shares repurchased as part of the share repurchase
programme from the date they are recognised as treasury shares. Refer to note 4.
3 Total earnings per share for A ordinary shareholders amounts to 15 US cents (2022: 11 US cents and 31 March
2023: 44 US cents) and B ordinary shareholders amounts to nil US cents. Earnings per share for A ordinary
shareholders from continuing operations amounts to 16 US cents (2022: 11 US cents and 31 March 2023:
42UScents) and B ordinary shareholders amounts to nil US cents for all periods.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
40
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
8. Revenue
Reportable
segment(s)
where revenue
is included
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
From continuing operations
Online sale of goods revenue Classifieds and Etail 900 825 1 879
Classifieds listings revenue Classifieds 285 208 435
Payment transaction
commissions and fees
1
Various 556 447 987
Mobile and other content
revenue Other Ecommerce 22 26 51
Food-delivery revenue Food Delivery 679 661 1 367
Advertising revenue Various 18 14 30
Educational technology revenue Edtech 71 63 134
Other revenue Various 25 25 64
2 556 2 269 4 947
1 This revenue is generated primarily from the Payments and Fintech segment and includes interest income revenue
relating to the group’s credit business across various segments.
Revenue in the table above relates to revenue from contracts with customers, except for interest
income revenue of US$56m (2022: US$36m and 31 March 2023: US$91m) from thegroup’s
credit business in various segments.
Revenue is presented on an economic-interest basis (ie, including the proportionate
consolidation of the revenue of associates and joint ventures) in the group’s segmental review
and is, accordingly, not directly comparable to the above consolidated revenue figures. Below
is the group’s revenue by geographical area:
Six months ended
30 September
Year ended
31 March
Geographical area
2023
US$’m
2022
US$’m
2023
US$’m
Asia 276 242 526
Europe 1 381 1 158 2 615
Central Europe 354 297 641
Eastern Europe 989 815 1 912
Western Europe 38 46 62
Latin America 827 803 1 651
North America 38 32 87
Other 34 34 68
Total 2 556 2 269 4 947
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
41
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
9. Finance (costs)/income
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Interest income 438 140 475
Loans and bank accounts
1
437 139 473
Other 1 1 2
Interest expense (279) (277) (553)
Loans and overdrafts (261) (255) (512)
Capitalised lease liabilities (3) (2) (5)
Other (15) (20) (36)
Other finance income/(costs) – net 223 303 (55)
Gains/(losses) on translation of assets and liabilities 76 326 26
Gains/(losses) on derivative and other financial
instruments 147 (23) (81)
1 The increase in the current year relates primarily to increased cash and short-term investments.
10. Profit before taxation
In addition to the items already detailed, profit before taxation from continuing operations has
been determined after taking into account, inter alia, the following:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Depreciation of property, plant and equipment 44 40 90
Amortisation 42 41 79
Software 6 5 11
Other intangible assets 36 36 68
Impairment losses on financial assets measured
at amortised cost 6 2 14
Net realisable value adjustments on inventory,
net of reversals
1
(8) (7) 4
Other (losses)/gains – net (347) (3) (641)
Loss on sale of assets (4) — (4)
Impairment of goodwill, property, plant and
equipment, and other intangible assets (341) (9) (612)
Impairment of other assets — — (33)
Income on business support services — 7 8
Other (2) (1) —
Net gains/(losses) on acquisitions and disposals 7 136 54
Gains/(losses) on disposal of investments – net — 25 30
Gains on loss of control transactions — 23 23
Loss recognised on sale of business – net — — —
Gains/(losses) recognised on loss of significant
influence — 99 30
Remeasurement of contingent consideration 5 — 1
Transaction-related costs (8) (11) (31)
Remeasurement of previously held interest 10 — —
Other — — 1
1 Net realisable value writedowns relate primarily to the Etail segment.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
42
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
11. Goodwill
Movements in the group’s goodwill for the period are detailed below:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Goodwill
Cost 2 383 3 727 3 727
Accumulated impairment (971) (355) (355)
Opening balance 1 412 3 372 3 372
Foreign currency translation effects
1
(17) 357 372
Acquisitions of subsidiaries and businesses 38 11 11
Disposals of subsidiaries and businesses — (10) (10)
Transferred to assets classified as held for sale
2
(53) (1 388) (1 649)
Impairment (340) (6) (684)
Closing balance 1 040 2 336 1 412
Cost 2 325 2 683 2 383
Accumulated impairment (1 285) (347) (971)
1 The current period includes a net monetary gain of US$21m (2022: US$71m and 31 March 2023: US$95m)
relating to hyperinflation accounting for the group’s subsidiaries in Turkey. Refer to note 2.
2 The current period primarily relates to PayU GPO which was classified as held for sale in August 2023. The prior
year relates to Avito and the OLX Autos operations classified in that year. Refer to note 15.
Goodwill is tested annually at 31 December or more frequently if there is a change in
circumstances that indicates that it might be impaired. The group has allocated goodwill to
various cash-generating units (CGUs). The recoverable amounts of these CGUs have been
determined based on the higher of the value-in-use calculations and the fair value less costs
of disposal. During the current period and prior financial year, the recoverable amounts for
CGUs were determined predominantly using value-in-use calculations. Value-in-use is based on
discounted cash flow calculations. These cash flow calculations are based on 10-year forecast
information as many businesses have monetisation timelines longer than five years.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
43
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
11. Goodwill continued
For the six months ended 30 September 2023, the group considered whether there was
achange in circumstances that indicated that a CGU might be impaired. The impairment
assessment took into consideration the increase in market interest rates and country risk
premiums and the overall business performance compared against budgets and forecasts.
Based on the above indicators an impairment test was performed for Stack Overflow in the
Edtech segment, primarily as a result of a decline in the business performance in a challenging
macroeconomic environment. The value-in-use calculation was based on 10-year budgeted and
forecast cash flow information approved by senior management. The 10-year budgets and
forecasts consisted of cash flow projections including macroeconomic factors and trends.
The carrying amount of goodwill tested for impairment was US$653m. The inputs used in the
value-in-use calculation are as follows:
Six months
ended
30 September
Year
ended
31 March
2023
%
2023
%
Pre-tax discount rate 18.9 15.4
Post-tax discount rate 16.5 13.5
Growth rate used in extrapolation of cash flows 3.0 2.3
Average revenue growth rate 3.6 – 36.5 22.9 – 36.9
The calculation of value-in-use is most sensitive to the following assumptions:
» projected revenue and EBITDA growth rates;
» growth rates used to extrapolate cash flows beyond the budget and forecast period,
including the terminal growth rate applied in the final projection year; and
» discount rates.
The group recognised impairment losses on goodwill of US$340m (2022: US$6m and
31 March 2023: US$684m). The impairment in the current period related to Stack Overflow.
The prior year impairment loss related primarily to Stack Overflow (US$560m) and the OLX
Autos business unit (US$116m). An adverse adjustment to any of the above key assumptions
used in the value-in-use calculations would result in additional impairment losses being
recognised on Stack Overflow in the current period.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
44
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
12. Investments in associates
The movements in the carrying value of the group’s investments in associates are detailed in
the table below:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Opening balance 35 930 44 457 44 457
Associates acquired – gross consideration 35 150 769
Associates disposed of — — (1)
Associates transferred to held for sale (8) (5) (5)
Share of changes in other comprehensive income
and NAV (1 108) (2 788) (1 741)
Share of equity-accounted results 1 155 1 081 5 321
Impairment (175) (1 458) (1 725)
Dividends received
1
(759) (565) (5 089)
Foreign currency translation effects (1 162) (3 959) (2 122)
Loss of significant influence (9) (630) (743)
Partial disposal of interest in associate
2
(1 056) (1 009) (2 930)
Dilution (losses)/gains
3
(143) (98) (261)
Closing balance 32 700 35 176 35 930
1 In the current year, the dividend received from Tencent amounted to a cash dividend of US$759m
(31March2023: US$565m cash dividend and dividend in specie of US$4.5bn in Meituan shares).
2 The gains on partial disposal recognised in the condensed consolidated income statement relate to the partial
disposal of Tencent. The group recognised a gain on partial disposal of US$2.9bn (2022: US$2.8bn and
31March2023: US$7.6bn).
3 The total dilution (losses)/gains presented in the condensed consolidated income statement relate to the group’s
diluted effective interest in associates and the reclassification of a portion of the group’s foreign currency
translation reserves from the condensed consolidated statement of other comprehensive income to the
condensed consolidated income statement following the shareholding dilutions.
Impairment of equity-accounted investments
The group assesses whether there is an indication that its equity-accounted investments are
impaired. When an impairment indicator is identified, the group performs an impairment
assessment. Impairment losses are recognised for equity-accounted investments when the
carrying amount exceeds the recoverable amount of an investment. The recoverable amounts
of equity-accounted investments are determined based on the higher of the value-in-use
calculations and the fair value less costs of disposal.
For the six months ended 30 September 2023, the impairment assessment took into
consideration the market capitalisation of the listed equity-accounted investments, the increase
in market interest rates and country risk premiums and the business’s overall performance
compared against budgets and forecasts.
Impairment indicator assessments were performed for the group’s listed equity-accounted
investments – Delivery Hero and Skillsoft – as a result of a decline in the market capitalisation.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
45
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
12. Investments in associates continued
Impairment of equity-accounted investments continued
Management assessed the investment in Delivery Hero for potential impairment indicators
which included taking into account market price movements, analyst consensus forecasts,
actual company performance as well as company guidance issued. Management concluded
that no further impairment testing was required.
The recoverable amount for Skillsoft was determined based on the market price at
30September 2023. The market price is considered a more supportable representation of the
recoverable amount for this investment due to the consistent decline in the share price over
time. Accordingly, Skillsoft was impaired to its market value at 30 September 2023. The market
price of Skillsoft is level 1 on the fair value hierarchy.
Impairment indicator assessments for the group’s unlisted equity-accounted investments
related primarily to investments in the Prosus Ventures portfolio reported in the Other
Ecommerce segment. The impairment indicator assessment was as a result of a decrease
inthe enterprise value used in a capital raise transaction.
For the six months ended 30 September 2023, an impairment loss of US$175m (2022:
US$1.5bn and 31 March 2023: US$1.7bn) was recognised for equity-accounted investments
ofwhich US$42m related to Skillsoft (2022: US$204m and 31 March 2023: US$301m) in the
Edtech segment and US$133m related primarily to unlisted equity-accounted investments
intheProsus Ventures portfolio reported in the Other Ecommerce segment.
At 30 September 2023, the carrying value for Skillsoft and the unlisted equity-accounted
investment impaired was US$54m and US$73m respectively.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
46
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
13. Other investments and loans
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Investments at fair value through other
comprehensive income 6 083 2 771 7 528
Investments at fair value through profit or loss 41 82 34
Investments at amortised cost 12 — 8
Other investments and loans 276 433 254
Total investments and loans 6 412 3 286 7 824
Current portion of other investments (3 768) — (4 707)
Investments at fair value through other
comprehensive income (3 768) — (4 707)
Non-current portion of other investments 2 644 3 286 3 117
Reconciliation of investments at fair value
through other comprehensive income
Opening balance 7 528 5 918 5 918
Fair value adjustments recognised in other
comprehensive income
1
(1 292) (324) (158)
Purchases/additional contributions
2
81 160 4 724
Loss of significant influence of an investment in
associate
3
— 785 830
Disposals
4
(11) (3 733) (3 775)
Transfers to equity-accounted investments (12) — —
Impact of the crossholding
5
(211) 10 10
Foreign currency translation effects — (45) (21)
Closing balance 6 083 2 771 7 528
1 The significant movement in the current year relates primarily to the revaluation of Meituan.
2 The significant movement in the prior year relates to the Meituan dividend in specie received from Tencent.
3 The significant movement in the prior year relates to the investments in BYJU’S and Udemy upon loss of
significant influence.
4 The significant movement in the prior year relates to the disposal of the JD.com investment.
5 The current period includes the deemed disposal of the residual asset in Naspers, which was derecognised due
to the removal of the group’s cross-holding structure. Refer to note 4.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
47
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
14. Commitments and contingent liabilities
Commitments relate to amounts for which the group has contracted, but that have not yet
been recognised as obligations in the statement of financial position.
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Commitments 310 135 307
Other service commitments 309 130 306
Lease commitments
1
1 5 1
1 In the current period, lease commitments include the group’s short-term lease arrangements as well as other
contractual lease agreements whose commencement date is after 30 September 2023. Short-term lease
commitments relate to leasing arrangements with lease terms of 12 months or less that are not recognised
inthecondensed consolidated statement of financial position.
As a global technology investor, the group’s portfolio of businesses is well diversified by sector
and geography. The group operates on a decentralised basis in numerous countries.
Businesses are based in the countries where their operations, their users and consumers are.
As a result, the group’s businesses pay taxes locally, in the jurisdictions where they operate
and where the group’s products and services are consumed. Where relevant and appropriate,
the group seeks advice and works with its advisers to identify and quantify contingent tax
exposures. Our current assessment of possible tax exposures, including interest and potential
penalties, amounts to approximately US$192m (2022: US$nil and 31 March 2023: US$191m).
15. Disposal groups classified as held for sale
In August 2023, the group announced that it reached an agreement with Rapyd, a leading
fintech service provider, to acquire the Global Payments Organisations (GPO) within PayU for
acash transaction worth US$610m. As a result of this agreement, the group classified GPO
investments being sold as a disposal group held for sale from August 2023. The disposal
group consists of GPO businesses in Eastern Europe and Latin America.
Following the initial decision to sell Zoop Tecnologia e Meios de Pagamento S.A. (Zoop)
inSeptember 2022, the group has not been able to conclude the disposal to date due to
challenging market conditions. Accordingly, Zoop ceased to be classified as held for sale
inSeptember 2023.
In March 2023, the group announced the decision to exit the OLX Autos business unit. The
disposal group that is classified as held for sale consists of assets and liabilities of the
operations that management has committed to a plan to sell and operations for which the
completion of the sale is pending regulatory approval. Efforts to sell the disposal group are
inprogress and it is expected to be finalised in the 2024 financial year.
In May 2022, following the group’s announcement to exit its Russian business, Avito’s assets
and liabilities were classified as held for sale up until its disposal in October 2022.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
48
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
15. Disposal groups classified as held for sale continued
The assets and liabilities classified as held for sale are detailed in the table below:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Assets 912 2 643 649
Property, plant and equipment 24 160 26
Goodwill 158 1 388 302
Other intangible assets 7 580 29
Investments in associates — 5 —
Deferred taxation assets 1 4 2
Inventory 24 — 32
Trade and other receivables 240 139 164
Cash and cash equivalents 458 367 94
Liabilities 681 525 276
Capitalised finance leases 17 — —
Derivative financial instruments — 3 1
Deferred taxation liabilities 2 113 13
Long-term liabilities 2 68 29
Provisions 1 1 2
Trade payables 27 150 165
Accrued expenses and other current liabilities 632 190 66
16. Equity compensation benefits
Liabilities arising from share-based payment transactions
Reconciliation of the cash-settled share-based payment liability is as follows:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Opening balance 713 1 127 1 127
SAR scheme charge per the income statement 48 (209) (187)
Employment-linked put option charge per the income
statement (62) (18) 14
Additions 1 — —
Settlements (83) (90) (165)
Modification — — 5
Transferred to liabilities classified as held for sale
1
(5) (47) (37)
Foreign currency translation effects 1 (40) (44)
Closing balance 613 723 713
Less:
Current portion of share-based payment liability (570) (648) (656)
Non-current portion of share-based payment
liability 43 75 57
1 The prior year relates primarily to Avito that was classified as held for sale in May 2022 prior to its disposal in
October 2022 as well as the OLX Autos disposal group classified as held for sale in March 2023.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
49
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
17. Business combinations, other acquisitions and disposals
The following sets out the group’s significant transactions related to business combinations
and other investments for the six months ended 30 September 2023:
Amount invested US$’m
Company Classification
Net
cash
paid/
(received)
Non-
cash
consi-
deration
Cash in
entity
(acquired)/
disposed
Total
consi-
deration
Acquisition of subsidiaries Subsidiary 2 — — 2
Additional investment in
existing equity-accounted
investments Associate 17 — — 17
Other investments FVOCI/FVPL 64 — — 64
Disposal/partial disposal of
investments (4 191) 12 6 (4 173)
a. Tencent Holdings Limited
(Tencent) Associate (4 037) 56 — (3 981)
b. OLX Autos Subsidiary (143) (44) 6 (181)
Other
1
(11) — — (11)
1 ‘Other’ includes various acquisitions and disposals of subsidiaries, associates and other investments that are not
individually material.
Disposal/partial disposal of investments
a. From April 2023 to the end of September 2023, the group sold 1% of Tencent's issued share
capital. The group reduced its stake in Tencent from 26% to 25%, for total proceeds of
US$4.0bn of which US$56m was receivable at 30 September 2023. The group recognised
a gain on partial disposal of US$2.9bn, including a reclassification of accumulated foreign
currency translation losses of US$65m. Proceeds from this disposal are used to fund the
group’s share repurchase programme.
b. During the current period, the group sold operations of the OLX business unit for total
proceeds of US$181m of which US$143m was received by 30 September 2023. The loss
ondisposal, including the reclassification of accumulated foreign currency translation
losses, was not material.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
50
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
18. Financial instruments
The group’s activities expose it to a variety of financial risks such as market risk (including
currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk
and liquidity risk.
The condensed consolidated interim financial statements do not include all financial risk
management information and disclosures as required in the annual consolidated financial
statements and should be read in conjunction with the group’s risk management information
disclosed in note 40 of the consolidated financial statements, published in the annual report of
Prosus for the year ended 31 March 2023. There have been no material changes in the group’s
credit, liquidity or market risks, or key inputs used in measuring fair value since 31 March 2023.
The fair values of the group’s financial instruments that are measured at fair value at each
reporting period, are categorised as follows:
Fair value measurements at 30 September 2023 using:
Carrying
value
US$’m
Quoted prices
in active
markets for
identical
assets or
liabilities
(level 1)
US$’m
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
Assets
Financial assets at fair value
through other comprehensive
income 6 083 5 039 — 1 044
Financial assets at fair value
through profit or loss 41 1 — 40
Cash and cash equivalents
1
200 — 200 —
Liabilities
Forward exchange contracts 4 — 4 —
Earn-out obligations 10 — — 10
Derivatives contained in lease
agreements 1 — — 1
1 Relates to short-term bank deposits which are money market investments held with major banking groups and
high-quality institutions that have AAA money market fund credit ratings from internationally recognised rating
agencies.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
51
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
18. Financial instruments continued
Fair value measurements at 31 March 2023 using:
Carrying
value
US$’m
Quoted prices
in active
markets for
identical
assets or
liabilities
(level 1)
US$’m
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
Assets
Financial assets at fair value through
other comprehensive income 7 528 6 044 — 1 484
Financial assets at fair value through
profit or loss 34 4 — 30
Forward exchange contracts 5 — 5 —
Cash and cash equivalents
1
447 — 447 —
Liabilities
Forward exchange contracts 1 — 1 —
Earn-out obligations 109 — — 109
1 Relates to short-term bank deposits which are money market investments held with major banking groups and
high-quality institutions that have AAA money market fund credit ratings from internationally recognised rating
agencies.
There was no transfer from level 2 to level 1 (31 March 2023: US$nil) and no transfer from
level 3 to level 1 (31 March 2023: a transfer of US$1m). There was a transfer of US$12m
fromlevel 3 to an investment in associate (31 March 2023: a transfer of US$622m to level 3
due to investments in associates that lost significant influence during the year). There were
nosignificant changes to the valuation techniques and inputs used in measuring fair value.
Valuation techniques and key inputs used to measure significant level 2
and level 3 fair values
Level 2 fair value measurements
Forward exchange contracts – in measuring the fair value of forward exchange contracts,
thegroup makes use of market observable quotes of forward foreign exchange rates on
instruments that have a maturity similar to the maturity profile of the group’s forward exchange
contracts. Key inputs used in measuring the fair value of forward exchange contracts include:
current spot exchange rates, market forward exchange rates and the term of the group’s
forward exchange contracts.
Cash and cash equivalents – relate to short-term bank deposits which are money market
investments held with major banking groups and high-quality institutions that have AAA money
market fund credit ratings from internationally recognised rating agencies. The fair value of
these deposits is determined by the amounts deposited and the gains or losses generated by
the funds as detailed in the statements provided by these institutions. The gains/losses are
recognised in the income statement.
Financial assets at fair value – relate to a contractual right to receive shares or cash. The
fairvalue is based on a listed share price on the date the transaction was entered into.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
52
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
18. Financial instruments continued
Valuation techniques and key inputs used to measure significant level 2
and level 3 fair values continued
Level 3 fair value measurements
Financial assets at fair value – relate predominantly to unlisted equity investments. The fair value
of unlisted equity investments is based on either the most recent funding transactions for these
investments, a discounted cash flow calculation (DCF) or a market approach using market
multiples. At 30 September 2023, the group used the DCF valuations at 31 March 2023 as there
were no significant changes in the underlying equity investments that suggested that the fair
value had changed, except for an unlisted equity investment in the Edtech segment. For this
investment, a market approach was used to determine its fair value at 30 September 2023 due
to the limited available recent financial information. The market approach applied historical
financial information to a revenue multiple relative to that of a publicly traded peer group.
Derivatives contained in lease agreements – relate to foreign currency forwards embedded in
lease contracts. The fair value of the derivatives is based on forward foreign exchange rates that
have a maturity similar to the lease contracts and the contractually specified lease payments.
Earn-out obligations – relate to amounts that are payable to the former owners of businesses
now controlled by the group, provided that contractually stipulated post-combination
performance criteria are met. These are remeasured to fair value at the end of each reporting
period. Key inputs used in measuring fair value include: current forecasts of the extent to which
management believes performance criteria will be met, discount rates reflecting the time
value of money and contractually specified earn-out payments.
Instruments not measured at fair value for which fair value is disclosed
Level 2 – the fair values of the publicly traded bonds have been determined with reference to
the listed prices of the instruments at the reporting date. As the instruments are not actively
traded, this is a level 2 disclosure.
The following table shows a reconciliation of the group’s level 3 financial instruments:
30 September 2023
Financial
assets at
FVOCI
1
US$’m
Financial
assets at
FVPL
2
US$’m
Earn-out
obli-
gations
US$’m
Derivatives
embedded
in leases
US$’m
Balance at 1 April 2023 1 484 30 (109) —
Additions 73 10 — 1
Total losses recognised in other
comprehensive income (289) — — —
Total gains recognised in the income
statement — — 99 —
Derecognition of residual interest asset (211) — — —
Transfer to investments in associates (13) — — —
Balance at 30 September 2023 1 044 40 (10) 1
1 Financial assets at fair value through other comprehensive income.
2 Financial assets at fair value through profit or loss.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
53
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
18. Financial instruments continued
Valuation techniques and key inputs used to measure significant level 2
and level 3 fair values continued
Instruments not measured at fair value for which fair value is disclosed continued
The following table shows a reconciliation of the group’s level 3 financial instruments:
31 March 2023
Financial
assets at
FVOCI
1
US$’m
Financial
assets at
FVPL
2
US$’m
Earn-out
obli-
gations
US$’m
Derivatives
embedded
in leases
US$’m
Balance at 1 April 2022 1 153 44 (20) 9
Additions 38 41 (96) —
Total (losses)/gains recognised in the
income statement — (11) 7 —
Total losses recognised in other
comprehensive income (270) — — —
Settlements/disposals (65) (35) — (9)
Impact of share exchange 10 — — —
Transfers to held for sale — (9) — —
Transfers from investments in associates 622 — — —
Foreign currency translation effects (4) — — —
Balance at 31 March 2023 1 484 30 (109) —
1 Financial assets at fair value through other comprehensive income.
2 Financial assets at fair value through profit or loss.
The carrying value of financial instruments is a reasonable approximation of their fair value,
except for the publicly traded bonds detailed below:
30 September 2023 31 March 2023
Financial liabilities
Carrying
value
US$’m
Fair
value
US$’m
Carrying
value
US$’m
Fair
value
US$’m
Publicly traded bonds 15 229 11 245 15 377 12 009
The fair values of the publicly traded bonds have been determined with reference to the listed
prices of the instruments at the end of the reporting period. The fair values of the publicly
traded bonds are level 2 financial instruments. The publicly traded bonds are listed on the
Irish Stock Exchange (Euronext Dublin).
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
54
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
19. Related party transactions and balances
The group entered into various related party transactions in the ordinary course of business
with a number of related parties, including associates and joint ventures. Transactions that are
eliminated on consolidation as well as gains or losses eliminated through the application of
the equity method are not included. The transactions and balances with related parties are
summarised below:
Six months
ended
30 September
Year
ended
31 March
2023
US$’m
2023
US$’m
Sale of goods and services to related parties
1
Skillsoft Corp — 8
MIH Holdings Proprietary Limited 5 11
Bom Negócio Atividades de Internet Limitada (OLX Brasil) 13 28
Various other related parties 2 1
20 48
1 The group receives revenue from a number of its related parties in connection with service agreements. The nature
of these related party relationships is that of Naspers group subsidiaries, group associates and joint ventures.
Six months
ended
30 September
Year
ended
31 March
2023
US$’m
2023
US$’m
Services received from related parties
1
MIH Holdings Proprietary Limited 5 9
Various other related parties 1 2
6 11
1 The group receives corporate and other services rendered by a number of its related parties. The nature of these
related party relationships is that of entities under the common control of the group’s ultimate controlling parent,
Naspers Limited.
During the current year, the group recharged US$5m (2022: US$5m and 31 March 2023:
US$11m) to Naspers companies in respect of services performed on their behalf. In addition,
Naspers recharged costs of US$5m (2022: US$5m and 31 March 2023: US$9m) to the group’s
companies.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
55
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
19. Related party transactions and balances continued
The balances of advances, deposits, receivables and payables between the group and
related parties are as follows:
Six months
ended
30 September
Year
ended
31 March
2023
US$’m
2023
US$’m
Dividends payable/paid to holding company
Naspers Limited 79 89
79 89
Loans and receivables
1
MIH Treasury Services Limited — 11
MIH Ecommerce Holdings Proprietary Limited 19 —
MIH Holdings Proprietary Limited 5 5
Bom Negócio Atividades de Internet Limitada (OLX Brasil)
2
162 150
MIH Internet Holdings B.V. Share Trust
3
89 102
Inversiones CMR S.A.S. 1 1
GoodGuyz Investments B.V. 6 6
Silvergate Capital Corporation 2 2
Various other related parties 11 17
Less:
Allowance for impairment of loans and receivables
4
— —
Total related party receivables 295 294
Less:
Non-current portion of related party receivables (277) (254)
Current portion of related party receivables 18 40
Payables
MIH Holdings Proprietary Limited 4 3
Zitec Com SRL 2 3
Various other related parties 2 2
Total related party payables 8 8
Less:
Non-current portion of related party payables (2) (2)
Current portion of related party payables 6 6
Dividend payable
Naspers Limited 77 —
Total dividend payable included in current liabilities 77 —
1 The group provides services and loan funding to a number of its related parties.
2 The loan is repayable by October 2035 and interest is charged annually at SELIC + 2%.
3 Relates to related party loan-funding provided to Naspers group share trust for equity compensation plans.
Theloan is interest-free and repayable in 2031 or upon winding up of the trust, if earlier. Cash flows for this
transaction are disclosed as investing activities in the condensed consolidated statement of cash flows.
4 Impairment allowance for non-current receivables from related parties is based on a 12-month expected credit
loss model and was not material.
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
56
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
19. Related party transactions and balances continued
Terms of significant related party current receivables and payables
The above current receivables and payables relate primarily to cost recharges to/by entities
under the common control of Naspers Limited, the group’s ultimate controlling parent. These
current receivables and payables are interest free.
Shares held in holding company
At 31 March 2023, as a result of the share exchange transaction and the group’s share
repurchase programme, Prosus held a 52.5% fully diluted interest in Naspers, representing a
52.7% economic interest. Prosus’ legal ownership in Naspers remained at less than 50%. The
fully diluted and economic interest was determined based on the terms of the cross-holding
agreement with Naspers. The cross-holding agreement governed how distributions between
the two groups would be managed.
Based on the substance of the above transactions, the portion of the effective interest in
Naspers that relates to Prosus’ underlying investments was accounted for as a shareholder
distribution in equity. Only Prosus’ residual interest in the Naspers group was recognised as an
investment at fair value through other comprehensive income on the condensed consolidated
statement of financial position.
In September 2023, following the removal of the group’s cross-holding structure, the residual
asset in Naspers was derecognised and the Naspers N ordinary shares held by Prosus were
subsequently disposed on the market. The group derecognised US$211m (31 March 2023:
US$206m) of the Naspers residual asset and recognised an investment in Naspers amounting
to US$7m. The excess of the residual asset derecognised and the Naspers shares of US$204m
was recognised in the ‘Existing control business combination reserve’ in equity, representing
the cancellation of the cross-holding structure with no change in the equity structure of the
group. The group received US$7m as a result of the sale of these N ordinary shares on the
market.
Refer to note 4 for details of the accounting treatment for the above transactions.
Group contributions to Naspers share trusts
The group made contributions to Naspers share trusts amounting to US$147m (2022: US$127m
and 31 March 2023: US$191m) during the current period.
Executive leadership and board changes
On 18 September 2023, the group announced that Bob van Dijk stepped down as chief
executive and executive director of the boards. We thank him for his leadership. Ervin Tu has
been appointed as interim chief executive. Bob will assist in the transition and will remain as a
consultant to the boards, ending his consulting arrangement on 30 September 2024.
Remuneration for directors and key management will be disclosed in the remuneration report
for the year ended 31 March 2024, including Bob’s remuneration. Ervin’s remuneration remains
unchanged as a result of his interim appointment.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
57
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
Notes to the condensed consolidated interim financial statements
continued
for the six months ended 30 September 2023
20. Events after the reporting period
As part of the open-ended share repurchase programme, Prosus acquired 33763 633 Prosus
ordinary shares N for US$1.0bn and Naspers acquired 2 608 759 Naspers N ordinary shares
forUS$438m between October and 24 November 2023. Furthermore, Naspers disposed of
14201 281 Prosus ordinary shares N for US$428m between October and 24 November 2023.
The group will account for this transaction in the same manner that itwas accounted for in the
year ended 30 September 2023.
The group sold 26 217 600 shares of Tencent Holdings Limited (Tencent) between October
and 24 November 2023, yielding US$1.0bn in proceeds. An accurate estimate for the gain on
disposal of these shares cannot be made until the corresponding equity-accounted results for
the period have been finalised.
58
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Independent auditor’s review report on the
interim financial statements
To the Board of Directors of Prosus N.V.
Our conclusion
We have reviewed the condensed consolidated interim financial information of Prosus N.V. based
inAmsterdam, The Netherlands.
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying interim financial information of Prosus N.V. is not prepared, in all material respects,
inaccordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the European Union.
The interim financial information comprises:
» The condensed consolidated statement of financial position as at 30 September 2023.
» The condensed consolidated income statement for the period from 1 April 2023 to
30September2023.
» The condensed consolidated statement of comprehensive income for the period from 1 April 2023
to30 September 2023.
» The condensed consolidated statement of changes in equity for the period from 1 April 2023 to
30September 2023.
» Condensed consolidated statement of cash flows for the period from 1 April 2023 to
30September2023.
» The notes comprising of a summary of the accounting policies and other explanatory information.
Basis for our conclusion
We conducted our review in accordance with Dutch law, including the Dutch Standard 2410, ‘Het
beoordelen van tussentijdse financiële informatie door de accountant van de entiteit’ (Review of
interim financial information performed by the independent auditor of the entity). A review of interim
financial information in accordance with the Dutch Standard 2410 is a limited assurance engagement.
Our responsibilities under this standard are further described in the ‘Our responsibilities for the review
of the interim financial information’ section of our report.
We are independent of Prosus N.V. in accordance with the Verordening inzake de onafhankelijkheid
van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a
regulation with respect to independence) and other relevant independence regulations in the
Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels
accountants (VGBA, Dutch Code of Ethics).
We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis
for our conclusion.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
59
Independent auditor’s review report on the
interim financial statements
continued
Responsibilities of the board of directors and the supervisory board for the interim financial
information
The board of directors is responsible for the preparation of the interim financial information in
accordance with IAS 34, ‘Interim Financial Reporting’ as adopted by the European Union. Furthermore,
the board of directors is responsible for such internal control as it determines is necessary to enable
the preparation of the interim financial information that are free from material misstatement, whether
due to fraud or error.
The supervisory board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the review of the interim financial information
Our responsibility is to plan and perform the review in a manner that allows us to obtain sufficient
andappropriate assurance evidence for our conclusion.
The level of assurance obtained in a limited assurance engagement is substantially less than the level
of assurance obtained in an audit conducted in accordance with the Dutch Standards on Auditing.
Accordingly, we do not express an audit opinion.
We have exercised professional judgement and have maintained professional skepticism throughout
the review, in accordance with Dutch Standard 2410.
Our review included among others:
» Obtaining an understanding in the entity and its environment, including its internal control, and the
applicable financial reporting framework, in order to identify areas in the interim financial
information where material misstatements are likely to arise due to fraud or error, designing and
performing procedures to address those areas, and obtaining assurance evidence that is sufficient
and appropriate to provide a basis for our conclusion.
» Obtaining an understanding of internal control, as it relates to the preparation of the interim
financial information.
» Making inquiries of the board and others within the company.
» Applying analytical procedures with respect to information included in the interim financial
information.
» Obtaining assurance evidence that the interim financial information agrees with or reconciles to
thecompany’s underlying accounting records.
» Evaluating the assurance evidence obtained.
» Considering whether there have been any changes in accounting principles or in the methods
ofapplying them and whether any new transactions have necessitated the application of a new
accounting principle.
» Considering whether the board has identified all events that may require adjustment to or disclosure
in the interim financial information.
» Considering whether the interim financial information has been prepared in accordance with the
applicable financial reporting framework and represents the underlying transactions free from
material misstatement.
Amsterdam, November 28, 2023
Deloitte Accountants B.V.
I.A. Buitendijk
60
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Other information to the condensed consolidated
interim financial statements
for the six months ended 30 September 2023
A. Non-IFRS financial measures and alternative performance measures
A.1 Core headline earnings
Core headline earnings, a non-IFRS performance measure, represent headline earnings for
the period, excluding certain non-operating items. Specifically, headline earnings are adjusted
for the following items to derive core headline earnings: (i) equity-settled share-based
payment expenses on transactions where there is no cash cost to us. These include those
relating to share-based incentive awards settled by issuing treasury shares as well as certain
share-based payment expenses that are deemed to arise on shareholder transactions;
(ii)subsequent fair value remeasurement of cash-settled share-based incentive expenses;
(iii)cash-settled share-based compensation expenses deemed to arise from shareholder
transactions by virtue of employment; (iv) deferred taxation income recognised on the first-time
recognition of deferred tax assets as this generally relates to multiple prior periods and
distorts current-period performance; (v) fair value adjustments on financial and unrealised
currency translation differences, as these items obscure our underlying operating performance;
(vi) once-off gains and losses (including acquisition-related costs) resulting from acquisitions
and disposals of businesses as these items relate to changes in our composition and are not
reflective of our underlying operating performance; and (vii) the amortisation of intangible
assets recognised in business combinations and acquisitions. These adjustments are made
tothe earnings of businesses controlled by the group, as well as our share of earnings of
associates and joint ventures, to the extent that the information is available.
Reconciliation of core headline earnings
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Headline earnings from continuing operations
(refer to note 7) 1 409 200 756
Adjusted for:
Equity-settled share-based payment expenses 501 806 1 449
Remeasurement of cash-settled share-based
incentive expenses (17) (249) (257)
Amortisation of other intangible assets 243 348 664
Fair value adjustments and currency translation
differences (108) (13) (13)
Retention option expense (61) (13) 23
Transaction-related costs 45 11 91
Core headline earnings from continuing operations 2 012 1 090 2 713
Per share information for the period
Core headline earnings per ordinary share N
(UScents)
1
76 39 99
Diluted core headline earning per ordinary share N
(US cents)
2
75 38 94
1 Core headline earnings per share are based on the weighted average number of shares taking into account the
impact of the removal of the group’s cross-holding structure in the current and prior period.
2 The diluted core headline earnings per share include a decrease of US$26m (2022: US$33m and March 2023:
US$116m) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted investees.
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
61
Other information to the condensed consolidated interim
financial statements
continued
for the six months ended 30 September 2023
A. Non-IFRS financial measures and alternative performance measures continued
A.1 Core headline earnings continued
Reconciliation of core headline earnings continued
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Headline earnings from discontinued
operations (refer to note 7) (128) (13) (128)
Adjusted for:
Remeasurement of cash-settled share-based
incentive expenses (2) (33) (41)
Amortisation of other intangible assets — 12 15
Fair value adjustments and currency translation
differences 4 18 (60)
Transaction-related costs 9 — —
Core headline earnings from discontinued
operations (117) (16) (214)
Per share information for the period
Core headline earnings per ordinary share N
(US cents) (4) (1) (8)
Diluted core headline earnings per ordinary
shareN (US cents) (4) (1) (8)
Equity-accounted results
The group’s equity-accounted investments contributed to the condensed consolidated interim
financial statements as follows:
Six months ended
30 September
Year ended
31 March
2023
US$’m
2022
US$’m
2023
US$’m
Share of equity-accounted results from
continuingoperations 1 152 1 059 5 174
Sale of assets 1 3 5
Gains on acquisitions and disposals (14) (1 823) (5 873)
Impairment of investments 25 783 1 919
Contribution to headline earnings from
continuingoperations 1 164 22 1 225
Amortisation of other intangible assets 229 335 641
Equity-settled share-based payment expenses 500 803 1 440
Fair value adjustments and currency translation
differences 116 292 (75)
Acquisition-related costs 16 34 62
Contribution to core headline earnings from
continuing operations 2 025 1 486 3 293
Tencent 2 285 2 098 4 326
Delivery Hero (103) (206) (374)
Other (157) (406) (659)
The group applies an appropriate lag period of not more than three months in reporting the
results of equity-accounted investments.
62
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisitions and disposals
The group applies certain adjustments to segmental revenue and trading profit reported in
thecondensed consolidated interim financial statements to present the growth in such metrics
in local currency, excluding the effects of changes in the composition of the group. Such
underlying adjustments provide a view of the company’s underlying financial performance
thatmanagement believes is more comparable between periods by removing the impact of
changes in foreign exchange rates, hyperinflation adjustments and changes in the composition
of the group on its results. Such adjustments are referred to herein as ‘growth in local currency,
excluding acquisitions and disposals’. The group applies the following methodology in
calculating growth in local currency, excluding acquisitions and disposals:
» Foreign exchange/constant currency adjustments have been calculated by adjusting the
current period’s results to the prior period’s average foreign exchange rates, determined
asthe average of the monthly exchange rates for that period. The local currency financial
information quoted is calculated as the constant currency results arrived at using the
methodology outlined above, compared to the prior period’s actual IFRS results. The
relevant average exchange rates (relative to the US dollar) used for the group’s most
significant functional currencies, were:
Six months ended
30 September
Currency (1FC = US$) 2023 2022
South African rand (ZAR) 0.0533 0.0602
Euro (EUR) 1.0836 1.0297
Chinese yuan renminbi (RMB) 0.1396 0.1473
Brazilian real (BRL) 0.2031 0.1952
Indian rupee (INR) 0.0121 0.0127
Polish zloty (PLN) 0.2403 0.2184
Russian rouble (RUB) 0.0112 0.0160
British pound sterling (GBP) 1.2566 1.2028
Turkish lira (TRY) 0.0407 0.0585
Hungarian forint (HUF) 0.0029 0.0026
» Adjustments made for changes in the composition of the group relate to acquisitions,
mergers and disposals of subsidiaries and equity-accounted investments, as well as to
changes in the group’s shareholding in its equity-accounted investments. For acquisitions,
adjustments are made to remove the revenue and trading profit/(loss) of the acquired entity
from the current reporting period and in subsequent reporting periods to ensure that the
current reporting period and the comparative reporting period contain revenue and trading
profit/(loss) information relating to the same number of months. For mergers, adjustments
are made to include a portion of the prior period’s revenue and trading profit/(loss) of the
entity acquired as a result of a merger. For disposals, adjustments are made to remove the
revenue and trading profit/(loss) of the disposed entity from the previous reporting period
to the extent that there is no comparable revenue or trading profit/(loss) information in the
current period and, in subsequent reporting periods, to ensure that the previous reporting
period does not contain revenue and trading profit/(loss) information relating to the
disposed business.
Core headline earnings and the growth in local currency, excluding acquisitions and disposals,
are the responsibility of the board of directors of the group. The auditor, Deloitte, has issued
an ISAE 3420
Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information
and their unmodified report has been issued and is available for inspection at
thegroup’s registered office.
Other information to the condensed consolidated
interim financial statements
continued
for the six months ended 30 September 2023
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
63
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisitions and disposals continued
The following significant changes in the composition of the group during the respective
reporting periods have been adjusted for in arriving at the pro forma financial information:
For the six months 1 April 2023 to 30 September 2023
Transaction
Basis of
accounting
Reportable
segment
Acquisition/
Disposal
Dilution of the group’s interest in Tencent Associate
Social and internet
platforms Disposal
Dilution of the group’s interest in EMPG Associate Ecommerce Disposal
Dilution of the group’s interest in OfferUp Associate Ecommerce Disposal
Disposal of the group’s interest in Oda Associate Ecommerce Disposal
Dilution of the group’s interest in Flink Associate Ecommerce Disposal
Disposal of the group’s interest in iFood Colombia Associate Ecommerce Disposal
Disposal of the group’s interest in PayU Russia Subsidiary Ecommerce Disposal
Acquisition of the group’s interest in Ding Subsidiary Ecommerce Acquisition
Step-up in the group’s interest in Flip, together with
theimpact of the lag-period catch-up adjustment Subsidiary Ecommerce Acquisition/Disposal
Increase in the group’s interest in Delivery Hero Associate Ecommerce Acquisition
Increase in the group’s interest in Swiggy Associate Ecommerce Acquisition
Increase/dilution in the group’s interest in Emicotransit Associate Ecommerce Acquisition/Disposal
Increase/dilution in the group’s interest in ElasticRun Associate Ecommerce Acquisition/Disposal
Acquisition of the group’s interest in Azos Associate Ecommerce Acquisition
Increase in the group’s interest in PharmEasy Associate Ecommerce Acquisition
Acquisition of the group’s interest in Planet24 Associate Ecommerce Acquisition
Acquisition of the group’s interest in Alwans Associate Ecommerce Acquisition
Increase in the group’s interest in Captain Fresh Associate Ecommerce Acquisition
Increase in the group’s interest in Sangvhi Beauty Associate Ecommerce Acquisition
Increase/dilution in the group’s interest in Bux Associate Ecommerce Acquisition/Disposal
Increase/dilution in the group’s interest in Klar Associate Ecommerce Acquisition/Disposal
Dilution of the group’s interest in Remitly Associate Ecommerce Disposal
Increase in the group’s interest in FinWizard Associate Ecommerce Acquisition
Loss of control of the group’s interest in Udemy Associate Ecommerce Disposal
Loss of control of the group’s interest in BYJU’S Associate Ecommerce Disposal
Dilution of the group’s interest in Skillsoft Associate Ecommerce Disposal
The net adjustment made for all acquisitions and disposals on continuing operations that took
place during the period ended 30 September 2023 amounted to a negative adjustment of
US$1.3bn on revenue and a negative adjustment of US$147m on trading profit. The group
composition disposal adjustments include the impact of a change in revenue recognition
related to iFood.
Other information to the condensed consolidated
interim financial statements
continued
for the six months ended 30 September 2023
64
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisitions and disposals continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving
at the pro forma financial information are presented in the table below:
Six months ended 30 September
2022 2023 2023 2023 2023 2023 2023 2023
A B C D E F
2
G
3
H
4
IFRS 8
1
US$’m
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
IFRS 8
1
US$’m
Local
currency
growth
% change
IFRS 8
% change
Continuing
operations
Revenue
Ecommerce
4 246 (290) 179 108 696 4 939 18 16
Classifieds
5, 6
368 (3) — 17 84 466 23 27
Food Delivery
7
1 911 (129) 160 94 408 2 444 23 28
Payments and
Fintech 480 (7) 1 (45) 162 591 34 23
Edtech 334 (141) — 1 17 211 9 (37)
Etail 852 3 8 47 38 948 4 11
Other 301 (13) 10 (6) (13) 279 (5) (7)
Social and
internetplatforms
11 309 (1 156) — (594) 1 116 10 675 11 (6)
Tencent 11 309 (1 156) — (594) 1 116 10 675 11 (6)
Corporate
segment
— — — — — — — —
Economic interest
from continuing
operations 15 555 (1 446) 179 (486) 1 812 15 614 13 –
Discontinued
operations
5, 6
1 511 (625) — (93) (175) 618 (20) (59)
Group economic
interest 17 066 (2 071) 179 (579) 1 637 16 232 11 (5)
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E. 3 [E/(A + B)] x 100. 4 [(F/A) – 1] x 100.
5 From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of Avito
separately. Subsequent to the group’s decision to exit this Russian business, Avito was presented as a
discontinued operation up until the date of disposal.
6 From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations disposed,
classified as held for sale or closed down by 30 September 2023 were presented as a discontinued operation.
The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the
business and its contribution to the operational performance of the group.
7 From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result of a change
in the services rendered to its customers. Refer to note 4.
Other information to the condensed consolidated
interim financial statements
continued
for the six months ended 30 September 2023
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
65
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisitions and disposals continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving
at the pro forma financial information are presented in the table below:
Six months ended 30 September
2022 2023 2023 2023 2023 2023 2023 2023
A B C D E F
2
G
3
H
4
IFRS 8
1
US$’m
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
IFRS 8
1
US$’m
Local
currency
growth
% change
IFRS 8
% change
Continuing
operations
Trading profit
Ecommerce
(805) 122 (14) 2 449 (246) 66 69
Classifieds
5, 6
33 — — 7 70 110 >100 >100
Food Delivery
7
(381) 22 (10) — 214 (155) 60 59
Payments and
Fintech (97) 1 (2) (2) 66 (34) 69 65
Edtech (178) 91 — (1) 24 (64) 28 64
Etail (38) — — (1) 14 (25) 37 34
Other (144) 8 (2) (1) 61 (78) 45 46
Social and
internetplatforms
2 497 (255) — (159) 792 2 875 35 15
Tencent 2 497 (255) — (159) 792 2 875 35 15
Corporate
segment
(82) — — — 8 (74) 10 10
Economic interest
from continuing
operations 1 610 (133) (14) (157) 1 249 2 555 85 59
Discontinued
operations
5, 6
17 (193) — 9 52 (115) (30) >(100)
Group economic
interest 1 627 (326) (14) (148) 1 301 2 440 100 50
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E. 3 [E/(A + B)] x 100. 4 [(F/A) – 1] x 100.
5 From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of Avito
separately. Subsequent to the group’s decision to exit this Russian business, Avito was presented as a
discontinued operation up until the date of disposal.
6 From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations disposed,
classified as held for sale or closed down by 30 September 2023 were presented as a discontinued operation.
The OLX Autos business unit is a separate major line of business both in terms of the distinct nature
of the business and its contribution to the operational performance of the group
7 From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result of a change
in the services rendered to its customers. Refer to note 4.
Other information to the condensed consolidated
interim financial statements
continued
for the six months ended 30 September 2023
66
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
Administration and corporate information
Prosus N.V.
Incorporated in the Netherlands
(Registration number: 34099856)
(Prosus or the group)
Euronext Amsterdam and
JSE share code: PRX
ISIN: NL 0013654783
Directors
JP Bekker (chair), S Dubey, HJ du Toit,
CLEnenstein, MGirotra, RCC Jafta, AGZ Kemna,
FLNLetele, DMeyer, ROliveira de Lima,
SJZPacak, VSgourdos, MRSorour, JDTStofberg,
Y Xu
Company secretary
Lynelle Bagwandeen
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
Registered office
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
Tel: +31 20 299 9777
www.prosus.com
Independent auditor
Deloitte Netherlands
Gustav Mahlerlaan 2970
1081 LA Amsterdam
The Netherlands
Euronext listing agent
ING Bank N.V.
Bijlmerplein 888
1102 MG Amsterdam
The Netherlands
Euronext paying agent
ABN AMRO Bank N.V.
Corporate broking and issuer services
HQ 7212
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
JSE transfer secretary
Computershare Investor Services
Proprietary Limited
Rosebank Towers, 15 Biermann Avenue
Rosebank
Johannesburg 2196
South Africa
Tel: +27 (0)86 110 0933
Cross-border settlement agent
Citibank, N.A. South Africa Branch
145 West Street
Sandown
Johannesburg 2196
South Africa
JSE sponsor
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700
Sandton 2146
South Africa
Tel: +27 (0)11 286 7326
Fax: +27 (0)11 286 9986
ADR programme
Bank of New York Mellon maintains a
GlobalBuyDIRECT
SM
plan for Prosus N.V.
For additional information, please visit
Bank of New York Mellon’s website
at www.globalbuydirect.com or call
Shareholder Relations at 1-888-BNY-ADRS
or1-800-345-1612 or write to:
Bank of New York Mellon, Shareholder
Relations Department – GlobalBuyDIRECT
SM
Church Street Station, PO Box 11258
New York, NY 10286-1258
USA
Attorney
Allen & Overy LLP
Apollolaan 15
1077 AB Amsterdam
The Netherlands
Investor relations
Eoin Ryan
InvestorR[email protected]om
Tel: +1 347 210 4305
PROSUS
Reviewed condensed consolidated interim financial statements for the six months ended 30 September 2023
67
Forward-looking statements
This report contains forward-looking statements as defined in the United States Private Securities
Litigation Reform Act of 1995 concerning our financial condition, results of operations and businesses.
These forward-looking statements are subject to a number of risks and uncertainties, many of which
are beyond our control and all of which are based on our current beliefs and expectations about
future events. Forward-looking statements are typically identified by the use of forward-looking
terminology such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘could’, ‘should’, ‘intends’, ‘estimates’, ‘plans’,
‘assumes’ or ‘anticipates’, or associated negative, or other variations or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. These forward-looking statements and
other statements contained in this report on matters that are not historical facts involve predictions.
No assurance can be given that such future results will be achieved. Actual events or results may
differ materially as a result of risks and uncertainties implied in such forward-looking statements.
A number of factors could affect our future operations and could cause those results to differ
materially from those expressed in the forward-looking statements, including (without limitation): (a)
changes to IFRS and associated interpretations, applications and practices as they apply to past,
present and future periods; (b) ongoing and future acquisitions, changes to domestic and
international business and market conditions such as exchange rate and interest rate movements; (c)
changes in domestic and international regulatory and legislative environments; (d) changes to
domestic and international operational, social, economic and political conditions; (e) labour
disruptions and industrial action; and (f) the effects of both current and future litigation. The forward-
looking statements contained in this report apply only as of the date of the report. We are not under
any obligation to (and expressly disclaim any such obligation to) revise or update any forward-looking
statements to reflect events or circumstances after the date of the report or to reflect the occurrence
of unanticipated events. We cannot give any assurance that forward-looking statements will prove
correct and investors are cautioned not to place undue reliance on any forward-looking statements.
www.prosus.com
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands