Prosus N : Halfjaarlijkse financiële verslaggeving

2024

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER

Improving everyday life for billions of people through technology

Prosus

is a global technology group with businesses and investments in growth markets around the world.

Contents

Commentary

1. Financial review
2. Segmental review

Financial

1. Condensed consolidated income statement
2. Condensed consolidated statement of comprehensive income
3. Condensed consolidated statement of financial position
4. Condensed consolidated statement of changes in equity

1. Condensed consolidated statement of cash flows
2. Notes to the condensed consolidated interim financial statements

44 Independent auditor's review report

46 Other information to the condensed consolidated interim financial statements

53 Financial alternative performance measures glossary

Information

57 Administration and corporate information IBC Forward-looking statements

Commentary

Since his appointment as group chief executive of Naspers and Prosus, Fabricio Bloisi and his team have focused on how we can grow faster, be more profitable, and improve how our ecosystems and people work together. The strong financial improvements

in 1H25, provide shareholders a glimpse of the significant opportunity within Prosus and Naspers.

Unless otherwise stated, growth rates discussed in this report compare the first half of the financial year ending 2025 (1H25) to the first half of the financial year ending 2024 (1H24). The percentages in brackets represent local currency growth, excluding the impact of acquisitions and disposals (M&A), and provide a clearer view of our businesses' underlying operating performance. Financial results are presented on a continuing operations basis.

For the six months to 30 September 2024, the group continued its profitable growth in its core Ecommerce businesses. Ecommerce consolidated revenue grew 16% (26%) to US$3.0bn. IFRS operating profits totalled US$132m compared to an operating loss of US$415m recorded in the prior period. The adjusted earnings before interest and taxes (aEBIT) for the Ecommerce portfolio, previously known as trading profit, improved by US$217m (US$244m) to a profit of US$181m,

as increased growth, innovation and focus positively impacted results. Consolidated aEBIT for the group rose by US$170m (US$197m) to US$60m, underlining our accelerating profitability path. Our intent is to deliver revenue of US$6.2bn (maintaining organic growth above 20%) and US$400m

in aEBIT from our Ecommerce operations for the full year ending 31 March 2025, a large improvement on the US$38m reported in the prior financial year.

Earnings from continuing operations increased to US$4.7bn from US$3.6bn in the prior period. Core headline earnings, our measure of after-tax operating performance, was US$3.5bn, an increase of 76% (88%). Strong improvements in Ecommerce and Tencent underpin this strong performance.

With these results, the group has demonstrated its continued commitment to deliver profitable growth. Consolidated Ecommerce profitability in 1H25, significantly exceeded that of the prior 12 months. We expect to continue this growth path by accelerating our pace of innovation and honing execution, investing with an AI-first mindset and leveraging the potential of the Prosus technology ecosystem.

We also continue to create value for our shareholders through the open-ended share-repurchase programme. Since its inception in June 2022, this programme has reduced the free-float share count by 23% and generated US$39bn of value for shareholders. From the programme's launch to 30 September2024, the combined holding company discount of Naspers and Prosus has reduced by some 20 percentage points. Over the same period, Prosus has repurchased 683 928 802 Prosus ordinary shares, with a total value of US$20.4bn, leading to 8.9% accretion in net asset value (NAV) per share. Naspers funds its open-ended share- repurchase programme with regular sales of Prosus shares.

By 30 September 2024, Naspers had sold 261 778 817 Prosus ordinary shares N and bought back 45 983 041 Naspers

N ordinary shares to the value of US$7.1bn.

Our disciplined and more active approach to management

of our portfolio led to the sale of our stakes in Trip.com and Tazz. After the reporting date, as part of the initial public offering (IPO) of Swiggy, we sold 109 096 540 shares in Swiggy for approximately US$500m (gross). The internal rate of return (IRR) of our stake in Swiggy, based on the IPO price and the net proceeds of the stake we sold, was 18%. External investment, through M&A, in long-term growth opportunities was US$290m, meaningfully below the US$6.2bn peak in 2022. If we can have the required conviction in opportunities, our ambition would

be to increase capital deployment to enhance our ecosystems, growth, profitability and value creation. Our focus has increased meaningfully over recent months. We believe the combination of stronger-performing operating businesses, better investments and our open-ended share-repurchase programme will drive long-term value creation and shareholder returns. The combination of strong financial performance, value-creating M&A and further discount reduction underpin Fabricio's ambition to create a group that is valued at US$100bn, excluding its investment in Tencent.

• iFood is one of the best performing food delivery businesses globally. In 1H25, it reported order growth of 29% and over 100 million orders in the month of August, underlining its continued growth momentum. iFood's core restaurant food delivery businesses led the performance with a substantial increase in aEBIT of US$76m, a growth of 85% year on year in local currency, excluding M&A. Revenue from business growth extensions grew strongly, 51% (30%), driven by the groceries marketplace and credit business, while meaningfully reducing losses. Investing in iFood's ecosystem continues
  to extend the growth and profit potential of the business.
• The OLX classifieds business is focused on generating good revenue growth and expanding profitability. Classifieds revenue grew by 16% to US$399m in local currency, excluding M&A, led by OLX Europe 21% which helped offset slower growth in OLX South Africa 9% in local currency, excluding M&A.

PROSUS 1

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

• Our Payments and Fintech units demonstrated a strong overall performance in its core payment service provider (PSP) and credit operations which accelerated revenue growth and improved margins, driven by operating leverage and effective cost optimisation. The PayU India business is adapting quickly to an increasingly competitive landscape in which shifts
  in payment mix are placing pressure on take rates. This in turn has weighed on its performance since the embargo on onboarding new merchants was only lifted in April 2024 and some lead time is needed to activate new merchants and improve financial performance. PayU India PSP business grew revenue by 12% (14%) and has shown a sustained acceleration in growth in recent months. Our credit business in India continues to expand, generating 91% (93%) higher revenue.
• eMAG continued to improve its sales trajectory, led by strong growth in Romania of 25% (26%), that more than offset challenges in Hungary and slower growth in Bulgaria. During the period, it announced the sale of its food delivery business Tazz. As a result of eMAG centralising all its commercial support activities for Hungary into the operations of its regional marketplace in Romania, coupled with continuous focus on strengthening its core enablers and business-to- consumer (B2C) verticals, we now expect eMAG to achieve overall profitability for FY25.
• The Edtech businesses continue to work on improving financial performance amid the disruptive impact of the broad adoption of generative artificial intelligence (GenAI) on
  its revenue pool. They grew revenue well and significantly reduced losses. Stack Overflow's application programming interface (API) offering, developed with the group's inhouse AI team, has primarily been responsible for segment revenue growth in the first half.

The group's balance sheet remains strong, with US$18.3bn gross cash on hand (including short-term investments and proceeds from the sale of our Trip.com interest) and net cash (including interest- bearing loans and capitalised lease liabilities) of US$1.7bn.

We remain committed to managing our balance sheet within its investment-grade rating; as such, not all the cash on the balance sheet is available to the group. On 30 September 2024, we estimate that some US$10bn was available for new investment.

Financial review

Consolidated revenue from continuing operations increased by US$407m (US$645m), or 16% (26%), from US$2.6bn in the prior period to US$3.0bn. This was primarily due to strong revenue growth in Payments and Fintech, Etail and Food Delivery.

Operating profits

IFRS operating profits totalled US$132m compared to an operating loss of US$415m recorded in the prior period. This is due to greater profitability from the group's consolidated businesses and almost no impairment losses from continuing operations in the current period. In the prior period we recognised impairment losses on goodwill and other assets of US$341m, primarily related to Stack Overflow in the Edtech segment. Ecommerce consolidated aEBIT from continuing operations improved by US$217m (US$244m) to US$181m

in 1H25 as growth, scale and cost reduction boosted profitability. The group recorded aEBIT of US$60m compared to the loss

of US$110m in 1H24.

Net finance income/expense

The group increased its net interest income by US$38m from US$159m to US$197m. Interest income increased by US$32m or 7% from US$438m in the prior period to US$470m in 1H25 due to higher interest rates and cash balances on hand. Interest expense marginally decreased by 2% to US$273m in 1H25.

Other finance cost decreased from an income of US$223m in 1H24 to a cost of US$149m in 1H25. This relates primarily

to a loss on foreign exchange differences related to the translation of assets and liabilities.

Share of equity-accounted results

Profit from equity-accounted results increased by US$1.3bn, from US$1.2bn in the prior period to US$2.5bn. This is driven primarily by Tencent's increased profitability as well as increased contributions by its associates of US$404m, offset by an increase in impairment losses of US$146m.

Trimming the group's Tencent position by 0.8% to fund the Prosus share-repurchase programme resulted in a gain of US$2.4bn during the period (1H24: US$2.9bn).

In addition, we recognised impairment losses on equity- accounted investments of US$89m related to unlisted equity- accounted investments.

Income tax expense

Income tax expense rose to US$100m from US$79m in the prior period, primarily due to increased profitability from our Ecommerce operations.

2 PROSUS

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

Earnings, headline and core headline earnings

Earnings from continuing operations increased to US$4.7bn from US$3.6bn in the prior period. This was primarily due to increased consolidated aEBIT and improved profitability in our equity- accounted results, primarily Tencent, offset by a lower gain

on partial disposal of the investment in Tencent.

Core headline earnings from continuing operations were US$3.5bn - an increase of 76% (88%) or US$1.5bn. This was mainly driven by the improved profitability of our Ecommerce consolidated businesses and equity-accounted investments, particularly Tencent.

Headline earnings from continuing operations rose US$1.2bn to US$2.6bn, given the same factors noted for core headline earnings.

Loss from discontinued operations

In March 2023, the group announced its exit from the OLX Autos business unit. All the operations of this business are presented as discontinued operations as they have been disposed of, classified as held for sale or closed by 30 September 2024.

Losses from discontinued operations during the period were US$106m related to the Autos business unit. This includes impairment losses of US$84m relating to our US operation classified as held for sale.

Cash balances and free cash flow

The group remains well positioned to navigate a difficult macroeconomic environment due to its strong balance sheet. At corporate level, Prosus has a net cash position of US$1.6bn, comprising US$17.0bn in central cash and cash equivalents (including short-term cash investments), net of US$15.4bn

in central interest-bearing debt (excluding capitalised lease liabilities). In addition, we have an undrawn US$2.5bn revolving credit facility.

The group's free cash inflow was US$897m, a significant improvement from the prior period free cash inflow of US$469m. This was due to increased profitability in Food Delivery and Classifieds as well as better working capital management

in the Payments and Fintech segment. Tencent remains

a meaningful contributor to our free cash flow via an increased dividend of US$1.0bn.

Corporate costs

In April 2024, the group centralised operational corporate functions that were previously part of the various Ecommerce segments and included in those segments' financial results. This change has resulted in costs now being incorporated within the

group's Corporate segment. In the current period, there was

a shift of around US$27m in costs from the Ecommerce segment to the Corporate segment. Overall, on a like-for-like basis, centralised corporate costs have decreased year on year as the group realises the benefit of earlier cost-rationalisation decisions.

The company's external auditor has not reviewed or reported on forecasts included in these condensed consolidated interim financial statements.  

A reconciliation of alternative performance measures to the equivalent International Financial Reporting Standards (IFRS) metrics is provided in 'Other information - financial alternative performance measures' of these condensed consolidated interim financial statements.

Segmental review

Consolidated Ecommerce operations

We are focused on creating significant value for our shareholders by building and investing in fast-growing and profitable businesses in our Ecommerce operations leveraging the ecosystems and with people working together more. In the past six months we have delivered tangible use cases that are delivering value. We are committed to executing with increased pace and direction. The three pillars that underpin this are discipline, innovation and an AI-first mindset.

Ecommerce consolidated revenue from continuing operations increased by US$407m (US$645m), or 16% (26%), from US$2.6bn in 1H24 to US$3.0bn in 1H25. This was primarily due to continued strong revenue growth in Payments and Fintech, Etail and Food Delivery. Ecommerce recorded a consolidated aEBIT of US$181m for the first half, well ahead of the US$38m aEBIT for the full-year FY24, driven by continued strong performance of food delivery and classifieds operations,

as well as cost reductions across the portfolio companies.

Food Delivery

iFood

iFood's strong revenue growth of 30% in local currency, excluding M&A, was supported by good growth in its core food delivery business. iFood delivered total order growth of 29% while gross merchandise value (GMV) grew 19% (32%) while achieving profitability of US$98m, an improvement of US$89m year on year in local currency, excluding M&A. In August 2024, iFood reached the milestone of 100 million monthly orders.

The core food delivery business grew revenue 30% in local currency, excluding M&A, mainly on order growth of 30%, while profitability improved by US$76m to US$148m, a notable aEBIT margin of 26%. iFood has successfully reactivated customers

PROSUS 3

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

(ie, those who have not ordered in the past month) and achieved an 80% retention ratio on existing customers. The monthly user base was a record of over 23 million customers, up 15% year on year. Initiatives (AnotaAI and Clube) contributed around 50% of orders, almost 20 percentage points higher than the same period last year. The Clube loyalty programme makes up nearly 30% of orders and increased user frequency and retention by offering personalised deals. AnotaAI (the initiative that captures the out-of-app market) constituted 18% of orders in 1H25, 8 percentage points higher than last year.

Extensions' revenue grew by 30% in local currency, excluding M&A, to US$104m, driven largely by the groceries marketplace and credit businesses. Groceries marketplace increased revenue 59% in local currency, excluding M&A, while reducing losses

by US$11m. Groceries marketplace gross merchandise value (GMV) growth of 31% (45%) is fuelled mainly by the investment platform, which leverages subsidies from iFood's partnership with merchants and fast-moving consumer goods (FMCG) companies. Fintech business-to-business (B2B) operation continues to scale, growing revenue by 35% in local currency, excluding M&A, year on year, with assets under management (BRL0.69bn) almost 60% higher than in 1H24. The core restaurant lending business is profitable when measured on an adjusted EBITDA basis. iFood's fintech B2B offering comprises three pillars: providing short-term loans to restaurants; settling payables with restaurants earlier than required;

and payment facilitation. iFood's growth of extensions' aEBIT reflects losses reducing by US$13m to -US$50m in local currency, excluding M&A, due to structural actions to improve profitability.

Classifieds

OLX

OLX's classifieds businesses recorded good growth, resulting

in increased profit margins and enhanced cash flow generation during the period. Classifieds revenue grew by 17% (16%)

to US$399m in 1H25. Excluding the LatAm financing business, Classifieds revenue grew by 20% in local currency, excluding M&A. OLX's total aEBIT grew to US$133m, with margins expanding to 33% from the prior period's 27%.

The motors and real estate verticals were the major contributors, respectively growing revenue by 26% and 27% to US$113m and US$40m. These results reflect successful new pricing, increased monetisation through product improvement, recovering vehicle transactions and the high adoption of value-added services.

Combined, OLX Poland and OLX Romania revenues grew 17% (13%) to US$148m in local currency, excluding M&A. This has primarily been fuelled by the motors and jobs categories, with

the recovery of vehicle transactions, successful pricing optimisation, and intensified sales and marketing initiatives.

OLX Ukraine recorded strong revenue growth of 29% (39%), with marketplace activities recovering to pre-conflict levels. The business removed discounts, except in the seven most affected regions, and reverted to pre-war pricing. The strong performance in the real estate sector, where OLX Ukraine has a strong market position, offset a decline in certain parts of the goods category.

South Africa continued to grow both its vertical platforms and sustained its profitability, delivering revenue of US$26m, with profitability in line with the previous period.

We are optimistic about OLX's prospects. We expect the business to sustain its profitable growth trend, resulting

in expanded margins that align closely with peers. In addition, we anticipate enhanced cash flow generation, leading

to improved financial stability.

Payments and Fintech

Our Payments and Fintech units grew revenue 28% (45%)

to US$636m, with significant contributions from Turkey (Iyzico), Global Payments Organization (GPO) and India credit. The combined aEBIT improved by 50% to a loss of US$11m, reflecting continued investment in our PayU India credit operation and the Indian PSP business.

PayU India

India payments is at an inflection point post the regulatory challenges that impacted growth. Following the lifting of the embargo in April 2024, the business has gained momentum with over 4 000 merchants onboarded.

The business grew revenue 12% (14%) to US$237m, with strong growth of 25% (27%) in total payments in value (TPV). Most notably, we have seen a significant step-up in second quarter (Q2) growth rates compared to that of the first quarter (Q1). TPV growth was led by the financial services, government and ecommerce sectors. The payments industry remains highly competitive, with an evolving preference towards unified payment interfaces (UPI), which

is influencing take rates. As a result, moderate revenue growth trailed behind robust payments volume growth. The aEBIT margin at -5% is 2 percentage points lower than last period but showing improvement in recent months as we drive towards profitability.

Our credit business in India offers unsecured personal loans

to consumers and business loans to small and medium businesses (SMBs). India credit grew revenue by 91% (93%) to US$82m, reflecting increased loan issuances and growth in the loan book.

4 PROSUS

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

Total loan issuances grew 63% to US$592m while the loan book1 grew 63% to US$552m in 1H25. Our new SMB lending business contributed 15% of total loan issuances. While growth remains steady, we remain cautious with our originations in an evolving regulatory environment with a focus on building a quality book within the optimal risk-and-return guardrails. The aEBIT margin for credit business has improved to -23% from -35% in 1H24, despite higher credit losses and provisions on consumer loans.

Iyzico

In Turkey, Iyzico's revenue grew 85% (151%) to US$120m, driven by TPV growth of 12% (52%) and higher take rates. While TPV growth remains strong, it has decelerated from FY24, given the negative impact of inflation and the wider macroeconomic environment. The aEBIT margin decreased from 14% to 6%, primarily due to lower gross margins and higher operational costs as the business responds to inflationary cost pressures.

PayU GPO

PayU GPO grew revenue by 12% (32%) to US$175m and increased aEBIT to US$12m. The sale of GPO to Rapyd

is ongoing and we are targeting completion during the current financial year.

Etail

eMAG

eMAG revenue grew 22% (19%) or US$175m to US$1.1bn, continuing its positive sales trajectory as GMV grew strongly by 16% in local currency, excluding M&A. The group's performance was led by strong growth in Romania, which grew revenue 25% (26%) to largely offset challenges in Hungary and slower growth in Bulgaria.

Increasing marketplace share and growth, coupled with expansion of the Genius loyalty programme, continue to be key focus areas. The aEBIT improved by US$15m in local currency, excluding M&A, to a loss of US$7m, largely driven by higher gross profit, well-executed marketing plans and campaigns, and constant focus on cost optimisation.

The aEBIT loss includes US$10m restructuring costs in Hungary as eMAG focuses on a streamlined regional structure. As a result of eMAG centralising all its commercial support activities for Hungary into the operations of its regional marketplace in Romania, coupled with continuous focus on strengthening its core enablers and B2C verticals, we now expect eMAG

to achieve overall profitability for FY25. Investing in additional tech and AI resources to accelerate key growth projects will enable stronger profitability going forward.

eMAG's Sameday courier business increased revenue 47% (47%) and reduced losses by US$4m, recording an aEBIT loss

of US$3m. This business is focused on increasing the capacity in Romania and is expected to record a positive aEBIT for FY25.

Freshful grew revenue 39% (39%) on strong order growth and reported improved aEBIT, largely from reduced operational costs and improved gross profit.

The eMAG food delivery unit, Tazz, is being sold, with the transaction expected to close in January 2025.

Edtech

The broad adoption of GenAI continues to shape our Edtech businesses' short and long-term objectives and strategy. The consolidated Edtech businesses, Stack Overflow and GoodHabitz, recorded revenue growth of 20% (20%) to US$85m, mainly driven by Stack Overflow's performance, while aEBIT improved by US$53m in local currency, excluding M&A, to reduce the loss

to US$13m in the first six months. The focus is on getting these businesses to profitability.

Key associate investments

Tencent

Prosus held 24.3% of Tencent at the end of the reporting period. For the six months ended 30 June 2024, Tencent reported revenues of RMB320.6bn, up 7% from last year. Non-IFRS profit attributable to shareholders (Tencent's measure of core operations, excluding the investment impact) increased 53% from RMB70.1bn to RMB107.6bn. Tencent continues to drive gross profit growth through high-margin revenue streams, resulting

in structural outperformance of profit growth versus revenue growth.

Revenues from value-added services rose 3% to RMB157bn, reflecting higher online game revenues. Tencent revitalised its flagship domestic games, Honor of Kings and Peacekeeper Elite, which each resumed year-on-year growth in gross receipts

in the second quarter of 2024. Dungeon and Fighter (DnF) Mobile, a newly released game, reactivated millions of fans and is retaining players well, positioning it to become Tencent's next evergreen major hit. Brawl Stars achieved a historically high quarterly daily average users (DAU) and ranked third internationally among all mobile games measured by DAU. The game's gross receipts grew more than tenfold year on year.

Revenues from fintech and business services were RMB103bn, up 6%, driven by improved cloud-services revenues and increased ecommerce technology services fees from

Video Accounts.

1 Loan book includes both on-book and off-book assets under management.

PROSUS 5

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

Revenues from online advertising rose 23% to RMB56bn, underscoring strong performances across Video Accounts, Mini Programs, Official Accounts, Weixin Search, and ongoing enhancement of AI-powered advertising infrastructure.

By continually upgrading its advertising technology platform, Tencent is able to analyse user interests over a longer time horizon and process signals more frequently. This is providing deeper user insights and more relevant advertising recommendations.

Monthly active users of Weixin and WeChat reached 1.37 billion, up 3% year on year. Mini Programs' total user time spent increased over 20% year on year, benefiting from their robust commerce and content ecosystem. GMV facilitated by Mini Programs grew at a double-digit percentage year on year in the second quarter of 2024. Total gross receipts from Mini Games increased over 30% year on year.

Video Accounts' total user time spent increased substantially year on year as Tencent enhanced recommendation algorithms and provided more local content. Tencent is strengthening its transaction capabilities systematically, delivering seamless shopping experiences to users and driving sales for merchants.

Tencent Video released several popular drama series, supporting long-form video subscription growth of 13% year

on year to 117 million. Tencent Music strengthened co-operation with labels and artists, released original soundtracks for Tencent Video's popular drama series, and provided live music experiences through offline events and concert tours. Music subscriptions increased 18% year on year to 117 million.

Tencent continues to invest heavily in AI and cloud-related services. Leveraging its top-tier foundation model, Tencent Hunyuan, the group released its AI assistant application, Yuanbao, to the public. Yuanbao's competitive strengths include accurate image understanding, advanced natural language processing, and AI search, which are enhanced by its unique content ecosystem.

Tencent stepped up its share buyback plan and is on track to repurchase at least HK$100bn (equivalent to US$12.8bn) of its Hong Kong-listed shares in 2024.

More information on Tencent is available at

www.tencent.com/en-us/investors.html.

Delivery Hero

Delivery Hero grew GMV 6% for the six months ended 30 June 2024 and revenue grew 19% to €5.8bn, both in local currency. It reported adjusted EBITDA of €241m for 1H24 (from €9m in 1H23) and expects full-year adjusted EBITDA to reach the low end of the guidance for FY24: positive adjusted EBITDA between

€725m and €775m. The company anticipates generating

a positive free cash flow between €50m to €100m for FY24. Prosus held 28.0% of Delivery Hero at the end of the reporting period.

More information on Delivery Hero is available at https://ir.deliveryhero.com.

Swiggy

Swiggy Ltd was publicly listed on Indian stock exchanges on 13 November 2024 at an issue price of INR390 per share.

In the period January to June 2024, Swiggy's B2C gross order value (GOV) grew 24% in local currency and its adjusted EBITDA losses reduced to US$85m, compared to last year's -US$145m. Its ever-transacted user base has grown to over 112 million

in the past decade; the business is now present in over

680 cities, with a network of +450 000 delivery partners on its platform.

In a highly competitive market, Swiggy's food delivery business' GOV grew 14% year on year, led by its horizontal membership programme, Swiggy One, which grew to 5.7 million members over the same period. A rise in the scale of advertising campaigns led by self-serve tools and broad-based optimisation of indirect costs supported improved profitability. The quick- commerce business grew GOV by 57%, as active dark stores grew to 557 from 1H24's 421 stores, alongside expanding the size of dark stores to stock more items. This densification and expansion led to consumers benefiting from faster delivery speeds (12.6 minutes, versus 16.9 minutes last year) and available stock keeping units (SKUs) on the network doubling to 19 200, driving up order values and improving contribution margins.

Prosus has been a proud investor in Swiggy since 2017, supporting its growth and innovation in the food delivery industry and adjacent sectors. The highly anticipated US$1.34bn IPO

of Swiggy (the sixth-largest IPO in India's history) took place

on 13 November 2024, with the company being listed on Indian stock exchanges. During the IPO, Prosus sold 109 096 540 shares, thus reducing its stake in Swiggy to below 25% on a fully diluted basis. Swiggy is listed as a professionally managed company and Prosus will continue to account for its interest in Swiggy as an investment in an associate. The IRR of our stake in Swiggy, based on the IPO price and the net proceeds of the stake we sold, was 18%. This milestone marks a significant achievement for Swiggy and reflects our continued confidence in its potential for future growth.

More information on Swiggy is available at https://www.swiggy.com/.

6 PROSUS

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

Prospects

We are a group with over 2 billion customers. We are focused on transforming their lives by being AI-led, leveraging the Prosus ecosystem and benchmarking best practice across the group. Innovation has always been in the Naspers and Prosus DNA and we intend to refocus back on this strength to drive how we think about AI, and the group's opportunity in unlocking an AI-first world for our customers.

We are building a company that innovates fast with exceptional products, grows and improves its profitability consistently over time. We are committed to that. The group's aEBIT for 1H25 significantly exceeded its aEBIT for the full FY24, underscoring our commitment to profitable growth. Our ecosystem is now increasingly driving innovation, knowledge sharing and growth across our businesses.

Today Prosus is worth around US$100bn, including its investment in Tencent, and the group is focused on how we can create US$100bn in value in the Prosus ecosystem, excluding Tencent's own growth and improvement, by building and investing in fast-growing and profitable businesses. We are also focused on how that will generate real returns for our shareholders.

The open-ended share-repurchase programme remains a key part of our work to enhance returns to shareholders and increase NAV per share. This programme will continue while the discount remains elevated. We remain committed to maximising shareholder value by driving our businesses to deliver strong financial performances, strengthening the ecosystem, investing well, simplifying our portfolio and, when appropriate, sharing returns with our shareholders.

We are committed to remain a significant shareholder in Tencent for a long time. We regard the group as one of the best-run technology companies globally. The investment continues to generate returns well above our cost of capital, a testimony to the excellent stewardship of its management team over many years.

• Internal operational risks: We manage these by upholding our code of business ethics and conduct, clearly defining roles, responsibilities and policies, implementing effective internal controls, and continuously monitoring risk.
• 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. Businesses keep the board updated through regular reports. Current topical risks are unchanged:

• Technology developments: GenAI brings both sizeable opportunities and disruptive risks for our products, services and business models. Speed of adoption, innovation and iteration is critical in this time of rapid AI advances. So too is doing this responsibly. We focus on the responsible use of data and related technologies to keep our customers safe, enhancing our cyber-resilience, detection and response capabilities.
• Geopolitical tension and depressed market conditions: The Ukraine and Israel wars, as well as broader geopolitical tensions and uncertainties, continue to strain the global economy. In response, we maintain a patient, disciplined approach to deploying capital. We closely monitor and manage our counterparty, credit and forex risk exposures to safeguard our balance sheet.

The FY24 annual report outlines further details on our risk management approach and specific risks. This report, as well as our risk management and cybersecurity policies, is available on our website at www.prosus.com.

Sustainability

In our ongoing commitment to sustainability, we have undertaken several initiatives aimed at reducing our carbon footprint, supporting green start-ups, and building future skills. These efforts are part of our broader strategy to foster a more sustainable and equitable future. Below are key highlights of our recent activities in this domain:

Risks

We understand the importance of effective risk management and continually strengthen governance and processes. We are proactive in managing risks. To create value, there must be risk-taking, and we may be unable to mitigate all potential risks sufficiently.

Our risk management philosophy distinguishes between three categories of risks managed:

• Strategic risks and opportunities arise from our strategic choices, which are continuously assessed and monitored based on risk versus reward.

Building future skills

We partnered with Swiggy and 21cc, an e-learning provider in India, for an initiative that aims to equip Swiggy's delivery partners with essential skills, enhancing their long-term employability, professional growth, and personal development. The programme has already received positive feedback from participants, who have found the courses beneficial and expressed interest in further learning opportunities.

These initiatives underscore our dedication to sustainability and our proactive approach to addressing environmental and social challenges. We remain committed to driving positive change and fostering a sustainable future for all.

PROSUS 7

Condensed consolidated interim financial statements for the six months ended 30 September 2024

Commentary continued

Zero-carbon deliveries and Green Startup Pledge

We launched our latest report, Electrifying Progress - South Africa, during World EV Day. This report highlights the opportunities and barriers to scaling electric vehicles (EVs) in South Africa, particularly in mid and last-mile deliveries. This initiative is part of our efforts to accelerate the electrification of vehicles used

in delivery and logistic operations within the group.

We partnered with ACT Capital Foundation and Step Change on their initiative, the India-based Green Startup Pledge - the world's first climate pledge designed exclusively for start-ups. This pledge aims to address the unique challenges faced by start-ups in their sustainability efforts. We are supporting our India-based venture companies to start their climate action journey by committing to the pledge and building out their greenhouse gas (GHG) accounting.

Directorate

On 18 September 2023, the group announced that Bob van Dijk stepped down as chief executive and executive director of the boards of Naspers and Prosus. Following a comprehensive selection process, the boards unanimously approved the appointment of Fabricio Bloisi as the chief executive with effect from 10 July 2024. Prosus shareholders approved his appointment to the Prosus board on 21 August 2024. Naspers shareholders confirmed his appointment to the Naspers board with effect from 10 July 2024 on 22 August 2024. Ervin Tu, who served as interim chief executive, assumed the role of president and chief investment officer.

After 29 years of exemplary leadership and service, Basil Sgourdos will retire as group chief financial officer and financial director

of both Naspers and Prosus, effective 30 November 2024.

Nico Marais will assume the role of interim chief financial officer of Naspers and Prosus. Over the past 25 years in the group, he has held various senior financial management roles and has demonstrated strong performance and leadership in diverse and challenging environments throughout his career. Currently, he serves as the general manager finance for Prosus and Naspers and, in this role, made essential contributions to the listing of Prosus, unwinding of the crossholding, implementation of the open-ended share repurchases and Prosus' debt capital market activity. He is a qualified chartered accountant.

The process to finalise the role of the group chief financial officer has begun and the market will be advised of this decision in due course.

The board of directors has decided to nominate Mrs Phuti Mahanyele-Dabengwa (53) for appointment as an executive director of Prosus at the next annual general meeting.

Mrs Mahanyele-Dabengwa holds a Bachelor of Arts in Economics from Douglass College at Rutgers University in the United States (1993) and a Masters of Business Administration from De Montfort University (1996).

Mrs Mahanyele-Dabengwa is currently the chief executive officer of Naspers South Africa. She is also an independent non- executive director of Vodacom and Discovery Insure. She

is a member of the United Nations Global Compact SA board and of the BRICS council.

With effect from 1 April 2025, Mrs Mahanyele-Dabengwa is expected to be appointed as an executive director of Naspers Limited.

Remuneration for directors and key management will

be disclosed in the remuneration report for the year ended 31 March 2025, including Basil's remuneration from

1 April 2024 to 30 November 2024.

Independent auditor's review of the condensed consolidated interim financial statements

The condensed consolidated interim financial statements for the six months ended 30 September 2024 have been reviewed by Deloitte, our independent auditor, whose unmodified report is appended to these condensed consolidated interim financial statements.

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 2024, 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 2024, and of the result of our consolidated operations for the six months ended 30 September 2024.
2. The condensed consolidated interim financial statements for the six months ended 30 September 2024 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	Fabricio Bloisi
Chair	Chief executive

Amsterdam

29 November 2024

8 PROSUS

Condensed consolidated interim financial statements for the six months ended 30 September 2024