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REG - Prosus NV Naspers Limited - Half-year Financial Report

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RNS Number : 6289I  Prosus NV  24 November 2025

Prosus

 

 

Condensed consolidated interim financial statements

For the six months ended 30 September 2025

 

 

Commentary(1)

 

We are only just beginning to build Prosus into a global tech leader and, to
get there, we must stay relentlessly focused on delivering results. Prosus
delivered a strong set of results in the first six months to 30 September
2025.

 

Below is a summary of our key financial highlights:

·   Consolidated revenue grew 22% (14%) to US$3.6bn, driven by strong
growth from iFood in Latin America (LatAm), OLX in Europe, and PayU in India.

·   Our bottom line performance accelerated even further, Ecommerce
aEBITDA(2) grew 70% (58%) to US$530m, and aEBIT(3) increased 97% (84%) to
US$400m.

·   The significant operating improvements across our Ecommerce portfolio
drove a 99% (82%) increase in Prosus' consolidated aEBITDA, rising from
US$213m to US$423m (with consolidated aEBIT improving from US$60m to US$250m).

·   Core headline earnings (our measure of after-tax operating performance)
grew by 13% (18%) to US$4.0bn, driven by strong growth in revenue and
profitability of our consolidated Ecommerce businesses and equity accounted
investments, particularly Tencent. Core headline earnings per share increased
by 24% due to the very positive impact of the share-repurchase programme. The
board considers core headline earnings a useful indicator of the operating
performance of the group, as it adjusts for non-operational items.

·   Earnings from continuing operations increased 23% to US$5.6bn, up from
US$4.6bn in the prior period.

·   Prosus' free cash flow also improved meaningfully, increasing from
US$897m to US$1.3bn. Excluding the Tencent dividend, free cash flow was US$59m
compared to an outflow of US$104m in 1H25.

 

During the period, Prosus delivered its financial and operational goals while
embracing The Prosus Way, our culture, that reinforced not only our focus on
results, but also on discipline, innovation and our people. We believe we are
not only delivering short-term results but building the foundations for
continued growth over a long period.

 

Our goal is to unlock substantial value by building large regional lifestyle
ecommerce ecosystems across LatAm, Europe, and India by delivering outstanding
customer experiences, powered by an AI-first approach. Our ecosystem model now
serves approximately 2 billion consumers worldwide and spans across nearly 100
companies with complementary capabilities.

 

We see significant headroom to continue growing strongly while expanding
profit margins. At our well-received capital markets day on 25 June 2025,

we announced an ambitious three-year plan to at least double Ecommerce revenue
and triple Ecommerce aEBITDA.

 

This regional ecosystem strategy now guides the structure of our reporting,
offering a clearer and more accurate view of how our businesses operate.

 

Segmental review

In the first six months of FY26, Prosus prioritised the profitable growth of
our regional Ecommerce businesses. Ecommerce consolidated revenue from
continuing operations increased by US$660m (US$399m), or 22% (14%), from
US$3bn in 1H25 to US$3.6bn. Ecommerce recorded a consolidated aEBITDA of
US$530m and aEBIT of US$400m, driven by the strong performance of iFood and
OLX.

 

LatAm ecosystem

Prosus is building the leading AI-driven lifestyle ecommerce ecosystem in
LatAm, serving over 100 million customers across the region. With leading
brands in the region like iFood (marketplace and fintech services), iFood Pago
(fintech), Despegar (travel), OLX (classifieds) and Sympla (events), we aim to
create cross-platform synergies that drive deeper engagement, new revenue
streams, and build sustainable competitive advantages.

 

 

 

 

 

 

1   Unless otherwise stated, growth rates discussed in this report compare
the first half of the financial year ending 31 March 2026 (1H26) to the first
half of the financial year ending 31 March 2025 (1H25). The
percentages/numbers 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.

2   Adjusted earnings before interest, tax, depreciation and amortisation
(aEBITDA). Refer to the glossary for an explanation of the group's alternative
performance measures.

3   Adjusted earnings before interest and tax (aEBIT). Refer to the glossary
for an explanation of the group's alternative performance measures.

 

iFood

iFood made good progress in building its ecosystem, developing new product
offerings, integrating its businesses more closely and improving its
competitive positioning. iFood grew revenue strongly, up 35% in local
currency, excluding mergers and acquisitions (M&A), driven by robust
execution in its core food delivery business and the continued reliable growth
of Pago, its fintech offering. iFood increased aEBITDA from US$117m to US$184m
and grew aEBIT by 76% in local currency, excluding M&A, to US$164m.

 

Despite intensified competition from new market entrants, iFood's core food
delivery business performed strongly, growing revenue 24% in local currency,
excluding M&A, with order growth of 11%, and GMV (gross merchandise value)
growth of 15%. Clube (iFood's loyalty programme) grew unique monthly buyers to
9 million people, and continues to deliver increased frequency and higher
average order value (AOV). Profitability improved 29% in local currency,
excluding M&A, to US$204m, achieving an aEBITDA margin of 32%. The
business continued to invest in new growth initiatives to expand its offering
and improve its competitive positioning, including: Hits (iFood's affordable
meal value proposition, which reached over 5.5 million orders in September and
expanded from 16 cities in July to 28 in September, including Sao Paulo),
Gourmet (a premium offer) and Turbo (express delivery experience tailored to
premium customers). iFood's other marketplace businesses, including groceries
and pharma, increased orders by 45% and GMV by 43%. Revenue grew 28% in local
currency, excluding M&A, to US$50m.

 

iFood Pago grew revenue by an impressive 96% in local currency, excluding
M&A, to US$190m, with strong contributions from both its B2B
(business-to-consumer) and B2C (business-to-consumer) businesses. aEBITDA
declined slightly by US$1m from -US$3m to -US$4m, due to further investment in
growth and new fintech initiatives. iFood Pago's B2B operation grew revenue by
41% in local currency, excluding M&A, and aEBITDA remained close to
break-even. Credit originations more than doubled from 1H25, with assets under
management rising to BRL1.3bn from BRL0.9bn as at March 2025, sustaining
healthy delinquency levels. iFood Pago's B2C operation tripled revenue on the
back of an increased user base of 1 million in September 2025. With higher
revenue and benefits from scale, the business achieved aEBITDA breakeven in
September 2025.

 

iFood sees a significant opportunity to expand its offering beyond food
delivery by offering 'dine-in' solutions that capture both online and offline
demand. iFood strengthened its dine-in capabilities by acquiring three
complementary companies (SAIPOS, 3S Checkout, and Videosoft) specialising in
point-of-sale and kiosk solutions during the period. These acquisitions create
synergies across our ecosystem while accelerating iFood's omnichannel
restaurant technology offering. Through product offerings such as iFood Salao
(totems), Maquinona (point-of-sale solutions) and AnotaAI (iFood's
WhatsApp-based ordering channel), iFood provides additional solutions to
restaurants to grow their businesses online and offline.

 

iFood will continue to pursue growth through new category launches and bolt-on
acquisitions to further strengthen its ecosystem and relationships with its
customers and partners.

 

Despegar

In May 2025, Prosus completed its acquisition of Despegar, a leading online
travel agency and travel brand in LatAm. This group's strategy of gaining
market share and increasing the proportion of non-air products is expected to
drive sustained growth and profitability in its main travel markets:
Argentina, Brazil and Mexico.

 

The operational performance in the paragraph below includes a year-on-year
comparison for the purposes of our analysis, as the financial results of
Despegar are only included in the Prosus group's financial results from the
acquisition date in May 2025.

 

Despegar improved its presence across nearly all markets in the first half of
2026. Orders increased by 35% and gross bookings by 30%, driving a 13%
increase in revenue year on year and contributed US$302m to revenue in 1H26.
aEBITDA reached US$38m, with a margin of 13%. Revenue expanded at a slower
pace than gross bookings, reflecting the impacts of commercial initiatives
focused on strengthening competitiveness, boosting traffic and enhancing the
reliability of higher-margin non-air products.

 

Looking ahead, Despegar aims to accelerate growth in Brazil B2C, while
consolidating B2B operations by securing and scaling key partnership
opportunities with major companies.

 

Despegar and iFood have already developed several joint initiatives, including
a cross-cashback system, the creation of a travel category in the iFood app
and the integration of Despegar into iFood's loyalty programme, Clube.
Preliminary results are encouraging. Specifically, iFood referrals accounted
for around 3% of Despegar's B2C segment revenue in Brazil in September.

 

European ecosystem

In Europe, Prosus is building an AI-powered lifestyle ecommerce ecosystem,
currently engaging millions of customers in its primary markets. While our
LatAm ecosystem is most advanced, we seek to replicate in Europe the progress
we have made in LatAm, and we have identified significant potential to
generate substantial value in this strategically important market.

 

Our European portfolio includes: Just Eat Takeaway.com (JET) (deal closed in
October 2025), OLX (classifieds), eMAG (etail), and iyzico (fintech). Each has
built category-leading businesses in their respective markets, and our focus
is to extend these positions by providing best-in-class consumer experiences
fuelled by an AI-first approach and data-driven insights. In parallel, we
continue to create meaningful connections between our businesses to unlock
additional value. At JET, we plan to reinvigorate growth through enhanced
customer segmentation, advanced technology integration, and operational
improvements.

 

OLX

The business delivered strong results for 1H26, with revenue of US$473m from
US$389m in 1H25, reflecting 22% (17%) growth. OLX's aEBITDA of US$231m
represents a 52% (44%) increase and a 10 percentage point margin expansion to
49%. aEBIT was US$205m, a 59% (51%) increase from the prior period. This
performance highlights OLX's operational leverage and efficiency improvements.

 

OLX is focused on driving growth in its core growth categories: motors, real
estate and jobs. These now represent 70% of total revenue.

 

Motors delivered an exceptional performance, growing revenue 27% (23%) to
US$191m, while expanding aEBITDA margins to 60%. This progress was driven by
enhanced monetisation initiatives, innovative dealer tools, improved
advertising solutions and optimisations to the search experience, generating
more leads for customers. OLX's operational excellence and deep expertise in
this vertical enable the company

to continue driving sustainable growth and profitability.

 

Similarly, real estate delivered strong revenue growth of 26% (23%) to US$92m
with healthy aEBITDA margins of 45%. This performance was propelled by notable
monetisation gains across both B2C and C2C (consumer-to-consumer) segments.
Key innovations like GenAI-powered posting forms and a fully migrated unified
app for our real estate platforms boosted engagement and improved user
experience. Revenue growth was further supported by price optimisations and
product innovations to enhance the visibility of listings.

 

The jobs category was resilient despite macroeconomic headwinds, growing
revenue 12% (5%) to US$46m in 1H26 and sustaining strong aEBITDA margins of
46%. This was supported by a revamped offering and continued monetisation
gains in a context of strong demand but limited supply of new job listings.

 

Looking ahead, the business remains focused on sustaining strong revenue
growth while enhancing profit margins through strategic monetisation
optimisation, AI innovations and operational efficiencies across its core
categories.

 

eMAG

eMAG is seeking to build the most engaged ecommerce ecosystem in Central and
Eastern Europe. It is focused on scaling its higher-margin marketplace and
building a distinctive logistics infrastructure and fintech model.

 

Despite an adverse macroeconomic environment in Romania and intensifying
competition, revenue was maintained at US$1.1bn. eMAG achieved growth in all
strategic pillars (marketplace, last mile, fintech and advertising revenues),
despite the first-party electro category being the most affected. While
revenue came under pressure and, despite investments in AI, profitability
strengthened. aEBITDA grew 23% in local currency, excluding M&A, to US$45m
in 1H26 (aEBIT was US$5m from a loss of US$7m in 1H25), reflecting healthy
marketplace growth as well as targeted advertising and cost efficiencies.

 

eMAG's marketplace grew 19%, reaching 48% of GMV, with ads (2% of GMV) as a
key profit driver. The Genius loyalty programme now drives about 60% of GMV,
with around 1.1 million paid subscribers and over 80 million orders placed
over the past five years. Furthermore, the fintech business brings customer
engagement, driving 13% of eMAG Romania GMV at the end of 1H26 compared to 7%
for the same period

in FY25.

 

Sameday, a leading last-mile delivery company, grew revenue by 27% (21%) to
US$185m, as adoption of out-of-home deliveries rose to 58% in 1H26 compared to
53% for the same period in FY25.

 

To address competition and navigate the challenging economic environment, eMAG
is implementing targeted demand-generation and cost-efficiency initiatives.
These include enhanced marketing actions with strong communication, shopping
events and new marketing channels designed to attract new customers and drive
engagement among sellers. Ecosystem differentiators such as 0% interest credit
through the fintech business, next-day delivery (NDD) via the last-mile
business and e-grocery offering are being accelerated to strengthen customer
retention and marketplace growth.

 

iyzico

iyzico, one of Türkiye's leading payment platforms, grew revenue by 50% in
local currency, excluding M&A, to US$207m.

 

iyzico acquired Paynet, one of Türkiye's top payment companies, in February
2025, contributing US$59m and US$4m of iyzico's revenue and aEBITDA in 1H26
respectively.

 

For iyzico, the outlook remains strong, with strategic investments in its
future through products in offline payments and AI-driven solutions.

 

Indian ecosystem

Prosus is building a comprehensive lifestyle ecommerce ecosystem in India,
which continues to benefit from the country's ambitious digital
transformation. This growth is powered by key infrastructure developments,
including the unified payments interface (UPI) and open network digital
commerce. The Indian ecosystem delivered a robust performance in 1H26, with an
increasingly positive contribution from PayU.

Our Indian ecosystem currently consists of PayU and a strong, ever-more
interconnected portfolio of investments, demonstrating how the ecosystem can
accelerate performance. For example, PayU is widening its offerings beyond
payments by collaborating with Swiggy on checkout financing and credit for
restaurant partners, and with Meesho on early settlement solutions and
consumer BNPL (buy-now/pay-later). PharmEasy has partnered with Swiggy to
investigate the quick-commerce model. We were pleased to see Bluestone and
Urban Company go public in Q2 FY26, with additional listings anticipated later
this year. This highlights the maturity and significant growth potential of
our Indian investments.

 

PayU India

PayU India grew revenue 20% (17%) to US$397m. The business continues to grow
its client base after a slight hiatus associated with obtaining the payment
aggregator licence from the regulator. As it builds its base, PayU India is
focused on profitable growth. This focus is evident in the substantial
improvement in its aEBITDA margin, which rose by 6 percentage points from -6%
in 1H25 to breakeven in 1H26, with a profitable Q2 FY26.

 

In payments, PayU grew revenue 20% (16%) to US$301m. This reflects continued
focus on offering higher-margin value-added services (VAS) and
software-as-a-service (SaaS) offerings like fraud risk management and
multi-factor authentication, as part of its profitability improvement
initiatives. These higher-margin services are gaining traction, with VAS and
SaaS revenue contributing 34% of payments revenue, adding to strong growth in
the mid-market and SMB (small and medium business) segments. Payment
transactions increased 55%, driven largely by lower-value UPI transactions,
although take rates remained stable through portfolio optimisation. As part of
improving its offering, PayU India is working on innovative UPI solutions and
has launched UPINXT platform (UPI issuing and acquiring product for merchants
and banks) in partnership with Mindgate, in which PayU recently raised its
stake to 70.7%. This strategic investment deepens the PayU and Mindgate
partnership and enables enhanced product offerings and innovation in a rapidly
evolving real-time payments ecosystem in India, Asia-Pacific and the Middle
East and North Africa (MENA) regions. Mindgate today powers the UPI payments
stack of marquee banks in India, including SBI, HDFC Bank, and more,
processing around 10 billion digital real-time payments transactions monthly
and accounting for some 43% of UPI transactions in the country. A sharper
focus on higher-margin services, combined with disciplined cost management,
delivered an inflection point in profitability for payments, leading to US$2m
aEBITDA in 1H26.

 

In credit, PayU continued to pivot to a lower-risk embedded lending model.
This shift has given PayU access to small, offline merchants - a segment with
large, underserved credit demand and being digitised fast on the back of UPI.
In total, PayU grew its credit revenue by 17% (22%) to US$96m, driven by
US$640m in new loan issuances. Issuance volume was split 65%/35% between
consumer and SMB lending respectively. The partnership-led approach enhanced
profitability significantly, driven by lower credit costs, reduced sales and
marketing spend, and a leaner cost-to-income structure. Credit improved its
aEBITDA margin substantially from -20% to -3% by reaching breakeven in Q2
FY26.

 

We are excited about our progress in focusing on profitability in PayU, and
optimistic that its strategic initiatives will deliver sustained growth and
profitability.

 

Other Ecommerce

Our edtech businesses demonstrated resilience and adaptability through
disciplined execution. Stack Overflow and GoodHabitz achieved revenue growth
of 12% (9%) to US$95m, primarily driven by Stack Overflow's performance. Both
companies achieved profitability while continuing to invest in growth, with
aEBITDA and aEBIT of US$14m and US$4m respectively. They continued to
demonstrate strong operational efficiency, maintaining positive free cash
flows at the end of the period.

 

The sale of PayU GPO's operations in Europe is expected to close in the second
half of FY26. Results are included for the full six months of 1H26 and
contributed revenue of US$120m and aEBITDA of US$7m.

 

Key associate investments

Tencent

For the six months ended 30 June 2025, Tencent reported revenues of
RMB364.5bn, up 14%. Gross profit continued to grow faster than revenues,
demonstrating a continued shift to high-quality revenue streams and improved
cost efficiencies. Non-IFRS profit attributable to equity holders of the
company (Tencent's measure of core operations, excluding certain non-cash
items and the impact of certain investment-related transactions) increased 16%
to RMB124.4bn.

 

Revenues from value-added services (VAS) increased 17% to RMB183.5bn,
reflecting strong growth in online game revenues. Domestic games revenue grew
20% to RMB83.2bn, driven by Delta Force (launched in September 2024) and
ongoing revenue from evergreen titles such as Honor of Kings, Valorant, and
Peacekeeper Elite. International games revenue increased 29% to RMB35.4bn,
driven by the strong performance of Supercell's titles and PUBG Mobile. The
number of fee-based VAS subscriptions remained steady at 264 million.

 

Revenues from fintech and business services grew 7% to RMB110.4bn. Growth was
driven by higher revenues from consumer loan services and wealth management
services. Business services revenue growth accelerated, driven by increased
demand from enterprise customers for AI-related services, including GPU rental
and API token usage, as well as higher ecommerce technology service fees.

 

Revenues from marketing services increased 20% to RMB67.6bn, driven by robust
advertiser demand for Video Accounts, Mini Programs and Weixin Search. This
sustained rapid growth was primarily due to AI-driven improvements to
Tencent's advertising platforms and enhancements to the Weixin transaction
ecosystem, resulting in higher click-through rates and increased advertiser
spending.

The combined monthly active users of Weixin and WeChat reached 1.41 billion,
up 3%. Weixin continued to strengthen its ecosystem by enriching AI features
such as AI-powered citations in content and intelligent responses for Mini
Shops merchants. Video Accounts' total user time spent continued to grow
rapidly, benefiting from enhanced recommendation algorithms.

 

Tencent Video maintained its leading position in China's long-form video
market, with 114 million subscribers. Tencent Music continued its leadership
in the music streaming market, boasting 124 million subscribers.

 

Tencent advanced its AI capabilities significantly during the period. It
rapidly iterated its Hunyuan foundation model, deployed AI tools internally to
accelerate game content production and introduce more realistic virtual
teammates, and powered more use cases in Weixin. The company also used
AI-driven marketing activities to enhance user acquisition and engagement. The
Hunyuan 3D model achieved industry-leading recognition for its geometric
precision and texture fidelity. The company increased its AI-related capital
expenditures and research and development (R&D) efforts, focusing on both
fast product innovation and deep model research to drive future growth from
its AI-native products and services.

 

More information on Tencent is available at
www.tencent.com/en-us/investors.html.

 

Swiggy

For the period January to June 2025, Swiggy grew its customer base by 35% year
on year to 21.6 million and delivered strong topline momentum, with gross
order value (GOV) up 43%. Adjusted EBITDA loss widened to US$178m from US$85m
last year, driven by quick-commerce expansion. Food delivery recorded 18% GOV
growth, supported by steady user gains and strong demand across new formats
like Bolt while further improving profitability. Instamart (quick commerce)
more than doubled GOV, growing by 105%, with average order value rising 26% in
Q1 FY26 (April to June 2025), although continued investment in scale and
competitiveness in quick commerce deepened adjusted EBITDA losses.

 

Prosus held 25% of Swiggy at the end of the reporting period.

 

More information on Swiggy is available at
https://www.swiggy.com/corporate/investor-relations.

 

Delivery Hero

Prosus held a non-controlling minority interest of 26.99% in Delivery Hero at
the end of the reporting period.

 

As part of securing European Commission approval for the acquisition of Just
Eat Takeaway.com (JET), Prosus has committed to significantly reducing its
equity stake in Delivery Hero to a specific maximum percentage that will
ensure Prosus is no longer Delivery Hero's largest shareholder, within 12
months of the European Commission approval. In addition, Prosus will not
recommend or appoint individuals connected to Naspers or Prosus to Delivery
Hero's management or supervisory boards. These commitments reflect Prosus'
constructive engagement with regulators and underscore its focus on
integrating JET into the Prosus ecosystem, accelerating growth and innovation
in food delivery across Europe, while ensuring a dynamic and competitive
sector.

 

From August 2025, the group lost significant influence in Delivery Hero and
stopped equity accounting of this investment.

 

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

 

Financial review

Consolidated revenue from continuing operations increased by US$660m
(US$399m), or 22% (14%), from US$3bn in the prior period to US$3.6bn. This was
primarily due to strong revenue growth in iFood in LatAm, as well as OLX in
Europe and PayU in India.

 

Operating profits

IFRS operating profits increased to US$219m compared to US$132m in the prior
period. This is due to greater profitability from the group's consolidated
Ecommerce businesses. The group achieved an aEBITDA of US$423m and an aEBIT of
US$250m, showing increased growth compared to US$213m and US$60m respectively
in the prior period.

 

Net finance income/expense

The group's net interest income decreased by US$87m, from US$197m to US$110m,
primarily due to increased investment activity resulting in the utilisation of
the group's cash. Interest income decreased by US$61m to US$409m and interest
expense increased marginally by US$26m to US$299m. Interest income includes
interest earned on bank accounts and short-term investments, while interest
expense relates primarily to interest on publicly traded bonds.

 

Other finance costs increased by US$331m to US$480m for the period. This is
primarily due to unrealised foreign exchange losses from the group's
euro-denominated bonds when translated to our US dollar reporting currency.

 

 

Share of equity accounted results

Profit from equity accounted results increased by US$688m, from US$2.5bn in
the prior period, to US$3.2bn. This was driven primarily by Tencent's increase
in profitability. Trimming the group's Tencent position by 1% to fund the
Prosus share-repurchase programme resulted in a gain of US$3.3bn during the
period (1H25: US$2.4bn). At 30 September 2025, the group retained a 22.8%
interest in Tencent.

 

Income tax expense

Income tax expense in the income statement decreased to US$76m from US$100m in
the prior period. This is primarily due to permissible taxation benefits in
our LatAm ecosystem, as well as the unwinding of deferred tax liabilities.

 

Earnings, headline and core headline earnings

Earnings from continuing operations increased to US$5.6bn from US$4.6bn in the
prior period. This was mainly due to increased profitability in our
consolidated and equity accounted results, primarily Tencent, and an increased
gain on the partial disposal of the investment in Tencent. Core headline
earnings from continuing operations was US$4.0bn - an increase of 13% (18%) or
US$458m. Headline earnings from continuing operations rose US$44m to US$2.7bn.

 

Loss from discontinued operation

In March 2023, the group announced its exit from the OLX Autos business unit.
In August 2025, the last remaining operation of the OLX Autos business was
sold. Losses from discontinued operations during the period were US$11m.

 

Cash balances and free cash flow

The group remains well positioned to navigate an uncertain macroeconomic
environment due to its strong balance sheet. At corporate level, Prosus has a
net cash position of US$1.8bn, comprising US$18.3bn in central cash and cash
equivalents (including short-term cash investments), net of US$16.5bn 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$1.3bn, an increase from the prior period's
free cash inflow of US$897m. Tencent remained a meaningful contributor to our
free cash flow with a dividend of US$1.2bn (US$1bn in 1H25). Excluding the
Tencent dividend, the group's free cash flow increased by US$163m, from an
outflow of US$104m in the prior period to US$59m, reflecting the increased
profitability of our Ecommerce units.

 

Corporate costs

In April 2025, the group revised its segment reporting structure to align with
how management manages its operations by regional ecosystems. As part of this
segmental reorganisation, corporate costs previously included in the
reportable segments (eg Food Delivery, Etail, Edtech and Prosus Ventures in
Other Ecommerce) as part of Total Ecommerce, have now been moved to the
corporate costs line under the Corporate segment. This reclassification
reflects the group's ongoing efforts to further centralise the corporate
function. In the current period, aEBITDA corporate costs were US$107m compared
to US$99m due to the adverse impact of foreign exchange rates and increased
expenditure on AI. We remain committed to limiting the level of corporate
costs over time.

 

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 IFRS
metrics is provided in 'Other information - Reconciliation of financial
alternative performance measures' of these condensed consolidated interim
financial statements.

 

Corporate transactions

While focused on executing our strategy and improving results during the
period, we continued to actively manage our investment portfolio and deploy
capital with discipline. In the first six months of the year, we invested
US$2.0bn through M&A to boost regional ecosystem growth and profitability,
which includes the acquisition of Despegar in May 2025. In September 2025,
Prosus, through OLX, agreed to acquire La Centrale - France's top motor
classifieds platform - for €1.1bn (US$1.3bn). This acquisition closed in
November and will strengthen OLX's European portfolio and advance Prosus'
ambition to be Europe's leading ecommerce ecosystem. In October, we closed the
transaction to acquire Just Eat Takeaway.com, for approximately €4.2bn
(US$4.9bn), including additional settlement arrangements in accordance with
the closing conditions. The acquisition advances our ambition to build a
European lifestyle ecosystem and create an AI technology champion in Europe.

 

We remain disciplined in managing our portfolio by divesting non-strategic
businesses and allocating that capital towards our ecosystem strategy. We
divested our stake in Udemy, and other smaller investments, as well as a
portion of our stake in Remitly, during the period. Additionally, we trimmed
our position in Meituan by US$249m in the period and by a further US$300m in
October. In total, our divestitures for the six months to September and,
subsequently through November, have resulted in total proceeds of US$1.2bn to
the group. We expect to divest approximately US$2bn in FY26.

 

The group has a strong balance sheet of US$20.3bn (US$18.3bn at a central
corporate level) cash on hand, including short-term investments and net cash
of US$2.6bn (US$1.8bn at a central corporate level), including
interest-bearing loans and capitalised lease liabilities. The group has
committed US$1.3bn for La Centrale and settled €5.0bn (US$5.8bn) for the
acquisition of Just Eat Takeaway.com, including the settlement of its
convertible bonds for €788m (US$925m). This results in about US$13.2bn
(US$11.2bn at a central corporate level) cash on hand. We remain committed to
our investment-grade rating.

 

Since its inception in June 2022, our share-repurchase programme has reduced
the Prosus free-float share count by 30% and returned over US$41bn of value
for Prosus and Naspers shareholders. During this time, the combined holding
company discount of Naspers and Prosus has reduced by 25 percentage points, a
result of the repurchase programme as well as improvements in disclosures and
operational execution. This has resulted in US$63bn in value creation through
30 September 2025.

 

Over the length of the repurchase programme up to 30 September 2025, Prosus
has repurchased 892 713 136 of its ordinary N shares, valued at US$30.1bn,
resulting in an incremental accretion of 18% in net asset value (NAV) per
share, compared to what it would have been had the repurchase programme not
commenced. Naspers finances its open-ended share-repurchase programme through
regular sales of its Prosus shares. As of 30 September 2025, Naspers had sold
344 868 918 Prosus ordinary N shares and repurchased 60 735 037 Naspers N
ordinary shares, totalling US$11.5bn.

 

We are committed to disciplined investment in our regional ecosystems and
ensuring our operating businesses continue their strong performance. We
believe that this, coupled with our share-repurchase programme, will drive
long-term value creation and enhanced shareholder returns.

 

Prospects

Over the past 12 months, Prosus has successfully shifted from a financial
holding company to a true global tech operating company. We have returned to
being innovators, entrepreneurs, and operators of our lifestyle ecommerce
ecosystems in LatAm, Europe and India. The effects of this shift are evident
in the results for 1H26, a period in which we continued to innovate with
urgency, improving growth and profitability.

 

Our goal is to build large regional lifestyle ecommerce ecosystems across
LatAm, Europe, and India by delivering outstanding customer experiences,
driven by an AI-first approach. Achieving our goal will not be without its
challenges and we expect increased competition in each of our regions as
others identify the opportunities we are already pursuing. We are ready for
these challenges and, despite them, we still expect to achieve our 2026
guidance of US$7.3bn - US$7.5bn for Ecommerce revenue and US$1.1bn - US$1.2bn
for Ecommerce aEBITDA, excluding JET. The group is now working hard on
integrating JET and finding ways to reinvigorate growth.

 

We are committed to harnessing the growth and profit potential of our regional
ecosystems through AI-powered innovation, knowledge exchange, and aggressive
growth initiatives. We will generate real returns for our shareholders by
delivering strong financial performances in our ecosystems and investing with
discipline to enhance these ecosystems. As we focus on improving operational
performance in our recent acquisitions, we will continue to simplify our
portfolio, improving focus and execution.

 

Tencent remains a cornerstone of our portfolio and is recognised as one of the
world's leading technology companies. We believe it is exceptionally well
positioned to capitalise on the AI revolution, thanks to its robust ecosystem,
which consistently delivers outstanding returns. Our significant stake in
Tencent will be maintained for the foreseeable future.

 

Risks

The risks we face are dynamic and constantly evolving. Current topical risks
are:

·   AI innovation and disruption: AI presents both transformative
opportunities and significant risks to our business models. We continue

to accelerate our innovation strategy focused on AI in ecommerce and digital
workforce, while ensuring responsible implementation.

·   Strategic execution and delivery: Misalignment, delays, or
underperformance in executing on our ecosystem strategy could impact growth
and profitability. We address this risk with strong governance and performance
management, investment in talent, phased rollouts involving rigorous testing
with robust feedback loops, and scaling only after proven success.

·   Industry and competitive conditions: Geopolitical tensions, global
market shifts and rapid AI advances continue to drive intensifying
competition, as new entrants seek to capitalise on changing economic and trade
conditions. We address this by leveraging innovation, strengthening customer
engagement, and maintaining operational agility to sustain our market
leadership.

·   Geopolitical and market volatility: Continued geopolitical tensions
drive global market volatility and uncertainty. We maintain operational
agility to navigate the changing political and economic environment.

 

Sustainability

In the first half of FY26, Prosus launched the Tech FoundHER Challenge - a
pilot programme designed to support women-led tech start-ups. The first
edition of the challenge was launched in India, attracting 120 applications
from start-ups across 22 cities, spanning 14 sectors, including AI, climate
technology, healthcare, fintech and agritech. Seven finalists presented to a
jury of seasoned investors and industry leaders at the finale, with four women
founders awarded equity-free capital. Tech FoundHER Africa was launched with
almost 1 200 applications from women founders across the continent. The finale
will be held at the JSE in November, when the winners will be announced.

 

Social impact

Prosus is collaborating with the World Economic Forum to convene platform
economy leaders towards creating an industry-led charter on the future of gig
work. The intention is to drive collaboration and demonstrate global alignment
among industry leaders as a signal of proactive, responsible business
leadership. The shared vision is the co-creation of good work principles for
the platform-enabled economy, grounded in positive and scalable action.

 

The ESG-linked target for our CEO and CFO is to impact the lives of 20 000
people in communities in which our companies operate. We are on track to
achieve this target through programmes being implemented across the group.

Zero-emission deliveries

iFood has expanded the use of e-bikes in its deliveries by 40% in the first
half of the year. This sets the company on a clear track to make deliveries
without emissions the new normal, while reducing costs and enhancing the
delivery-partner experience.

 

The Prosus report on scaling zero-emission deliveries in India was launched
with the Minister of Transportation, Mr Nitin Gadkari. A key insight from the
report is that switching to zero-emission vehicles could cut emissions equal
to 25% of Delhi's annual air pollution, while electric 2-wheelers are 50%
cheaper to run than combustion vehicles - which can boost delivery-partner
annual earnings by 18%. This underpins our group initiatives on the
electrification of delivery vehicles.

 

Directorate

With effect from 29 April 2025, Nico Marais was appointed as chief financial
officer and appointed as financial director, effective from

20 August 2025. With effect from 20 August 2025, Mrs Phuthi Mahanyele-Dabengwa
was appointed as an executive director.

 

Cobus Stofberg retired as an independent non-executive director of the board
and the sustainability committee on 19 August 2025. The board expresses its
deepest gratitude for his invaluable contributions to the group over many
years.

 

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

The condensed consolidated interim financial statements for the six months
ended 30 September 2025 have been reviewed by Deloitte Accountants B.V., 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 2025, 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 2025, and of the result of our consolidated operations for the
six months ended 30 September 2025.

2.  The condensed consolidated interim financial statements for the six
months ended 30 September 2025 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

22 November 2025

 

 

 

Condensed consolidated income statement

 

                                                                                       Six months ended      Year ended

                                                                                       30 September          31 March
                                                                                Notes  2025       2024       2025

                                                                                       US$'m      US$'m      US$'m
 Continuing operations
 Revenue                                                                        8      3 623      2 963      6 170
 Cost of providing services and sale of goods (COPS)                                   (1 876)    (1 680)    (3 546)
 Selling, general and administration expenses (SG&A)                                   (1 541)    (1 159)    (2 463)
 Other gains/(losses) - net                                                     9      13         8          12
 Operating profit                                                                      219        132        173
 Interest income                                                                12     409        470        920
 Interest expense                                                               12     (299)      (273)      (549)
 Other finance (costs)/income - net                                             12     (480)      (149)      50
 Share of equity accounted results(1)                                                  3 156      2 468      5 703
 Impairment of equity accounted investments                                     13     -          (89)       (91)
 Dilution losses on equity accounted investments                                13     (90)       (144)      (318)
 Gains on partial disposal of equity accounted investments                      13     3 519      2 364      6 447
 Net (losses)/gains on acquisitions and disposals                               9      (714)      9          338
 Profit before taxation                                                                5 720      4 788      12 673
 Taxation                                                                              (76)       (100)      (179)
 Profit from continuing operations                                                     5 644      4 688      12 494
 Loss from discontinued operations                                              10     (11)       (106)      (128)
 Profit for the period                                                                 5 633      4 582      12 366
 Attributable to:
 Equity holders of the group                                                           5 632      4 586      12 367
 Non-controlling interests                                                             1          (4)        (1)
                                                                                       5 633      4 582      12 366
 Per share information for the period from total operations (US cents)(2)       11
 Earnings per ordinary share N                                                         253        187        514
 Diluted earnings per ordinary share N                                                 251        186        511
 Per share information for the period from continuing operations (US cents)(2)  11
 Earnings per ordinary share N                                                         253        191        519
 Diluted earnings per ordinary share N                                                 251        190        516
 1   Includes equity accounted results from associates. Refer to note 13.

 2   Earnings per share is based on the weighted average number of shares
 taking into account the share-repurchase programme. Refer to note 11.

 

 

 

Condensed consolidated statement of comprehensive income

 

                                                                             Six months ended      Year ended

                                                                             30 September          31 March
                                                                      Notes  2025       2024       2025

                                                                             US$'m      US$'m      US$'m
 Profit for the period                                                       5 633      4 582      12 366
 Total other comprehensive income, net of tax, for the period:               3 190      5 447      5 165
 Items that may be subsequently reclassified to profit or loss
 Foreign exchange gains/(losses) arising on translation of foreign           1 552      1 034      22
 operations(1)
 Share of equity accounted investments' movement in foreign currency         109        (86)       (158)
 translation reserve(2)
 Recognition of cash flow hedge                                              22         -          (26)
 Items that may not be subsequently reclassified to profit or loss
 Recognition of cash flow hedge(3)                                           383        -          -
 Fair value (loss)/gain on financial assets through OCI(4)            14     (1 556)    2 611      2 082
 Share of equity accounted investments' movement in OCI(5)            13     2 680      1 888      3 245

 Total comprehensive income for the period                                   8 823      10 029     17 531
 Attributable to:
 Equity holders of the group                                                 8 822      10 036     17 516
 Non-controlling interests                                                   1          (7)        15
                                                                             8 823      10 029     17 531
 1   The significant movement relates to the translation effects from equity
 accounted investments (refer to note 13). The current period also includes a
 net monetary gain of US$24m (2024: US$16m and 31 March 2025: US$31m) relating
 to hyperinflation accounting for the group's subsidiaries in Türkiye.

 2   This relates to movements in equity accounted investments' foreign
 currency translation reserve.

 3   This relates to the cash flow hedge for the group's firm commitment to
 acquire Just Eat Takeaway.com. The group hedged the foreign currency
 transaction price to settle this firm commitment. Foreign currency gains and
 losses recognised from foreign exchange contracts and euro-denominated cash
 balances were accumulated in the cash flow hedge reserve as part of this hedge
 relationship.

 4   The significant movement in the current period relates primarily to the
 fair value movements in Meituan.

 5   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.

 

 

 

Condensed consolidated statement of financial position

 

                                                                         As at               As at

                                                                         30 September        31 March
                                                                  Notes  2025      2024      2025

                                                                         US$'m     US$'m     US$'m
 Assets
 Non-current assets                                                      53 764    47 619    50 505
 Property, plant and equipment                                           558       582       493
 Goodwill                                                         7      2 416     1 038     1 159
 Other intangible assets                                                 1 441     324       394
 Investments in associates                                        13     43 738    38 212    41 465
 Investments in joint ventures                                           -         25        22
 Other investments                                                14     5 280     7 174     6 784
 Financing receivables                                                   201       205       149
 Other receivables                                                       26        42        20
 Deferred taxation                                                       104       17        19
 Current assets                                                          25 835    21 493    22 083
 Inventory                                                               289       315       255
 Trade receivables                                                       500       265       202
 Financing receivables                                                   620       450       512
 Other receivables and loans(1)                                          1 572     1 270     1 392
 Other investments                                                14     1 856     -         -
 Short-term investments                                                  1 496     8 362     11 913
 Cash and cash equivalents                                               18 853    9 925     7 111
                                                                         25 186    20 587    21 385
 Assets classified as held for sale                               16     649       906       698

 Total assets                                                            79 599    69 112    72 588
 Equity and liabilities
 Capital and reserves attributable to the group's equity holders         55 342    47 899    51 046
 Share capital and premium                                        4      17 673    21 738    17 649
 Treasury shares                                                         (8 733)   (3 101)   (4 188)
 Other reserves                                                          (39 501)  (41 941)  (41 746)
 Retained earnings                                                       85 903    71 203    79 331
 Non-controlling interests                                               84        53        79
 Total equity                                                            55 426    47 952    51 125
 Non-current liabilities                                                 17 117    15 928    15 232
 Capitalised lease liabilities                                           141       130       130
 Liabilities - interest-bearing                                          16 298    15 640    14 917
 - non-interest-bearing                                                  50        4         4
 Other non-current liabilities                                           216       67        59
 Cash-settled share-based payment liabilities                     17     21        17        35
 Deferred taxation                                                       391       70        87
 Current liabilities                                                     7 056     5 232     6 231
 Current portion of long-term debt                                       1 288     768       1 355
 Trade payables                                                          968       354       318
 Accrued expenses and other payables(1)                                  2 457     2 008     2 596
 Provisions                                                              62        65        58
 Other current liabilities                                               902       672       965
 Cash-settled share-based payment liabilities                     17     324       333       379
 Dividend payable                                                        511       266       -
 Bank overdrafts                                                         40        16        37
                                                                         6 552     4 482     5 708
 Liabilities classified as held for sale                          16     504       750       523

 Total equity and liabilities                                            79 599    69 112    72 588
 1 Current derivative assets and liabilities have been aggregated with other
 receivables and loans and accrued expenses and other payables as a result of
 them being immaterial.

 

Condensed consolidated statement of changes in equity

 

                                                                        Share     Treasury  Foreign    Valuation  Existing   Share-    Retained   Share-     Non-        Total

                                                                        capital   shares    currency   reserve    control    based     earnings   holders'   control-    US$'m

                                                                        and       US$'m     trans-     US$'m      business   compen-   US$'m      funds      ling

                                                                        premium             lation                combi-     sation               US$'m      interests

                                                                        US$'m               reserve               nation     reserve                         US$'m

                                                                                            US$'m                 reserve    US$'m

                                                                                                                  US$'m
 Balance at 1 April 2025                                                17 649    (4 188)   (3 110)    2 489      (46 075)   4 950     79 331     51 046     79          51 125
 Total comprehensive income                                             -         -         1 660      1 530      -          -         5 632      8 822      1           8 823

for the period
 Profit for the period                                                  -         -         -          -          -          -         5 632      5 632      1           5 633
 Total other comprehensive income for the period                        -         -         1 660      1 530      -          -         -          3 190      -           3 190
 Movements in equity accounted investments' equity reserves and NAV     -         -         -          151        -          363       -          514        -           514
 Repurchase of own shares(1)                                            -         (4 545)   -          -          -          -         -          (4 545)    -           (4 545)
 Share-based compensation movements                                     -         -         -          -          -          37        4          41         -           41
 Share-based compensation expense                                       -         -         -          -          -          40        -          40         -           40
 Other share-based compensation movements                               -         -         -          -          -          (3)       4          1          -           1
 Direct equity movements                                                24        -         -          (985)      74         (571)     1 458      -          -           -
 Direct movements from associates                                       -         -         -          58         -          -         (58)       -          -           -
 Realisation of reserves as a result of partial disposal of associates  -         -         -          (142)      -          (146)     288        -          -           -
 Realisation of reserves                                                -         -         -          (901)      74         (425)     1 252      -          -           -

as a result of disposals
 Other direct movements                                                 24        -         -          -          -          -         (24)       -          -           -
 Remeasurement of written                                               -         -         -          -          34         -         -          34         -           34

put option liabilities
 Dividends payable(2)                                                   -         -         -          -          -          -         (511)      (511)      -           (511)
 Other movements                                                        -         -         -          -          -          -         (11)       (11)       -           (11)
 Transactions with non-controlling shareholders                         -         -         -          -          (48)       -         -          (48)       4           (44)
 Balance at                                                             17 673    (8 733)   (1 450)    3 185      (46 015)   4 779     85 903     55 342     84          55 426

 30 September 2025
 1   Refer to note 4 for details of the Prosus/Naspers share-repurchase
 programme.

 2   Dividends payable consist of US$220m (2024: US$114m) attributable to
 Naspers and US$291m (2024: US$152m) attributable to Prosus' free-float
 shareholders.

 

 

 

Condensed consolidated statement of changes in equity continued

 

                                                                        Share     Treasury  Foreign    Valuation  Existing   Share-    Retained   Share-     Non-        Total

                                                                        capital   shares    currency   reserve    control    based     earnings   holders'   control-    US$'m

                                                                        and       US$'m     trans-     US$'m      business   compen-   US$'m      funds      ling

                                                                        premium             lation                combi-     sation               US$'m      interests

                                                                        US$'m               reserve               nation     reserve                         US$'m

                                                                                            US$'m                 reserve    US$'m

                                                                                                                  US$'m
 Balance at 1 April 2024                                                24 512    (2 563)   (2 934)    (2 610)    (45 750)   4 427     66 178     41 260     32          41 292
 Total comprehensive income                                             -         -         952        4 498      -          -         4 586      10 036     (7)         10 029

for the period
 Profit for the period                                                  -         -         -          -          -          -         4 586      4 586      (4)         4 582
 Total other comprehensive income for the period                        -         -         952        4 498      -          -         -          5 450      (3)         5 447
 Movements in equity accounted investments' equity reserves and NAV     -         -         -          (147)      -          370       -          223        -           223
 Cancellation of treasury shares                                        (2 784)   2 784     -          -          -          -         -          -          -           -
 Repurchase of own shares(1)                                            -         (3 322)   -          -          -          -         -          (3 322)    -           (3 322)
 Share-based compensation movements                                     -         -         -          -          -          21        -          21         (1)         20
 Share-based compensation expense                                       -         -         -          -          -          59        -          59         (1)         58
 Modification of share-based compensation benefits                      -         -         -          -          -          (32)      -          (32)       -           (32)
 Other share-based compensation movements                               -         -         -          -          -          (6)       -          (6)        -           (6)
 Direct equity movements                                                10        -         -          (613)      7          (127)     705        (18)       -           (18)
 Direct movements from associates                                       -         -         -          (94)       -          -         94         -          -           -
 Realisation of reserves as a result of partial disposal of associates  -         -         -          (25)       -          (127)     152        -          -           -
 Realisation of reserves                                                -         -         -          (494)      7          -         469        (18)       -           (18)

as a result of disposals
 Other direct movements                                                 10        -         -          -          -          -         (10)       -          -           -
 Remeasurement of written                                               -         -         -          -          2          -         -          2          -           2

put option liabilities
 Dividends payable(2)                                                   -         -         -          -          -          -         (266)      (266)      -           (266)
 Transactions with non-controlling shareholders                         -         -         -          -          (37)       -         -          (37)       29          (8)
 Balance at                                                             21 738    (3 101)   (1 982)    1 128      (45 778)   4 691     71 203     47 899     53          47 952

30 September 2024
 1   Refer to note 4 for details of the Prosus/Naspers share-repurchase
 programme.

 2   Dividends payable consist of US$114m attributable to Naspers and US$152m
 attributable to Prosus' free-float shareholders.

 

 

 

Condensed consolidated statement of cash flows

 

                                                                                      Six months ended      Year ended

                                                                                      30 September          31 March
                                                                               Notes  2025       2024       2025

                                                                                      US$'m      US$'m      US$'m
 Cash flows from operating activities
 Cash generated from operations                                                       23         146        599
 Interest income received                                                             502        450        959
 Dividends received from equity accounted investments                                 1 237      1 001      1 001
 Interest costs paid                                                                  (317)      (268)      (528)
 Taxation paid                                                                        (134)      (55)       (111)
 Net cash generated from operating activities                                         1 311      1 274      1 920
 Cash flows from investing activities
 Acquisitions and disposals of tangible and intangible assets                         (55)       (54)       (102)
 Acquisitions of subsidiaries, associates and joint ventures, net of cash      6      (1 731)    (101)      (473)
 Disposals of subsidiaries, businesses, associates and joint ventures, net of  6      5 019      3 281      9 346
 cash
 Acquisition of short-term investments(1)                                             (6 155)    (6 934)    (23 264)
 Maturity of short-term investments(1)                                                16 580     12 389     25 114
 Loans advanced to related parties                                             19     27         37         47
 Cash paid for other investments(2)                                            6      (108)      (94)       (263)
 Cash received for other investments(3)                                        6      550        1 471      1 506
 Cash movement in other investing activities                                          (20)       (40)       (36)
 Net cash generated from investing activities                                         14 107     9 955      11 875
 Cash flows from financing activities
 Repurchase of own shares                                                      4      (4 650)    (3 291)    (8 420)
 Proceeds from long- and short-term loans raised                                      920        86         110
 Repayments of long- and short-term loans                                             (281)      (17)       (43)
 Additional investment in existing subsidiaries(4)                                    (28)       (55)       (64)
 Dividends and capital repayments paid to shareholders                                -          -          (268)
 Contributions made to the Naspers share trusts                                19     -          (37)       (46)
 Repayments of capitalised lease liabilities                                          (29)       (25)       (48)
 Additional investment from non-controlling shareholders                              -          -          49
 Cash movements in other financing activities                                         (2)        (1)        (9)
 Net cash utilised in financing activities                                            (4 070)    (3 340)    (8 739)
 Net movement in cash and cash equivalents                                            11 348     7 889      5 056
 Foreign exchange translation adjustments on cash and cash equivalents                382        (45)       (95)
 Cash and cash equivalents at the beginning of the period                             7 074      2 160      2 160
 Cash and cash equivalents classified as held for sale                                9          (95)       (47)
 Cash and cash equivalents at the end of the period                                   18 813     9 909      7 074
 1   Relates to short-term cash investments with maturities of more than
 three months from date of acquisition.

 2   Relates primarily to acquisitions for the group's fair value through
 other comprehensive income investments.

 3   Relates mainly to the disposal of the group's investments measured at
 fair value through other comprehensive income.

 4   Relates to transactions with non-controlling interests resulting in
 changes in effective interest of existing subsidiaries.

 

 

 

Notes to the condensed consolidated interim financial statements

for the six months ended 30 September 2025

 

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.

 

Through the group's ecosystems, the group helps consumers to buy, sell and
transact through food, fintech, experiences and commerce platforms, providing
them with access to the world's leading lifestyle ecommerce brands. Using AI,
the ecosystems unlock an AI-first world where billions of people can live,
work and thrive. The ecosystems span three core geographies: Europe, Latin
America (LatAm) and India. In LatAm, the ecosystem is driven by the innovative
performance and capabilities of iFood and Despegar. In Europe, we are building
a strong ecosystem powered by leading brands such as OLX, eMAG and iyzico.
India's consumer commerce market is powered by PayU, a leading payment
solutions provider.

 

The condensed consolidated interim financial statements for the six months
ended 30 September 2025 were authorised for issue by the board of directors on
22 November 2025.

 

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 2025 have been prepared in accordance with and contain the
information required by International Financial Reporting Standards (IFRS)
Accounting Standards as issued by the International Accounting Standards Board
(IASB), 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 the 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 2025.

 

There were no new or amended accounting pronouncements effective from 1 April
2025 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 2025 (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 share-repurchase programme.

 

All amounts disclosed are in millions of US dollars (US$'m), unless otherwise
stated.

 

Operating segment information

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 annual financial statements
as included in the annual report for the year ended 31 March 2025, however,
from 1 April 2025, the following changes were implemented which impacted the
operating segment information:

 

Change in reportable segments

The group has revised its segment reporting structure to align with changes in
how management monitors business performance. Previously, performance was
evaluated by grouping businesses based on similar products or services. Under
the new approach, the group monitors performance using a regional ecosystem
model, allocating businesses to geographic regions being Latin America
(LatAm), Europe, India, and Other. This change results in a reallocation of
businesses previously disclosed under reportable segments Classifieds, Food
Delivery, Payments and Fintech, Etail, Edtech, and Other into the new regional
structure.

 

The new operating segments in their geographic ecosystems are outlined below,
along with details of the reallocated businesses and the reportable segments
under which they were previously disclosed:

·   LatAm: iFood (Food Delivery) and Despegar (a new acquisition in the
current reporting period)

·   Europe: OLX (Classifieds), eMAG Group (Etail), and iyzico (Payments and
Fintech)

·   India: PayU India (Payments and Fintech)

·   Other: GoodHabitz and Stack Overflow (Edtech), and GPO (Payments and
Fintech).

To ensure comparability, the current and prior reporting periods have been
updated for the revised segment reporting structure, and there was no impact
on the consolidated group total revenue, adjusted EBITDA (aEBITDA), or
adjusted EBIT (aEBIT) published in the prior year relating to this change. For
further details, refer to note 5.

 

Additionally, corporate costs, which were previously included in the
reportable segments (eg Food Delivery, Etail, Edtech, and Prosus Ventures
within Other Ecommerce) as part of total Ecommerce, have now been moved to the
corporate costs line under the Corporate segment. This reclassification
reflects the group's ongoing efforts to further centralise the corporate
function. The prior year's figures have been restated to ensure comparability.
Refer to note 5.

 

Change in the definition of aEBITDA

From 1 April 2024, the group has changed its definition of aEBITDA related to
the treatment of its share-based compensation benefits to improve
comparability to peers. Previously, aEBITDA included the impact of the grant
date fair value of the group's equity and cash-settled share-based
compensation expenses and excluded the subsequent remeasurement of the group's
cash-settled share-based compensation expenses. The change in the definition
of aEBITDA excludes all share-based compensation expenses. Therefore, both the
equity and cash-settled share-based compensation expenses are excluded from
this definition. This change was effective from 31 March 2025 and was applied
retrospectively. Accordingly, the group's consolidated aEBITDA from total and
continuing operations published as at 30 September 2024 has been restated.
Refer to note 5.

 

Discontinued operations

In March 2023, the group announced its decision to exit the OLX Autos business
unit. The exit process was being executed for each operation within the
business unit in its local market. In the current period, the group exited the
last operation in this business unit. At 30 September 2025, the operation's
financial results up until its disposal are presented as a discontinued
operation. This is presented separately from the group's continuing operations
and is reviewed separately by the CODM. This presentation of the Autos
business unit is consistent with prior years. Refer to note 10.

 

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.

 

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. As at 30 September 2025, the group recorded US$20.3bn in
cash, comprising US$18.8bn of cash and cash equivalents net of bank overdrafts
and US$1.5bn in short-term cash investments. The group had US$17.5bn 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 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

The group applied the hyperinflationary accounting requirements of IAS 29
Financial Reporting in Hyperinflationary Economies for the group's
subsidiaries in Türkiye and Argentina. 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.

 

Hyperinflation accounting requires the results, cash flows and financial
position for the group's subsidiaries in Türkiye and Argentina 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 the acquisition of these subsidiaries. The impact of
the net monetary position in the condensed consolidated income statement from
Türkiye and Argentina is not material.

 

Goodwill, other intangible assets and deferred tax liabilities arising at the
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 used in adjusting the results, cash flows and
financial position for the group's subsidiaries in Türkiye was 664% and in
Argentina was 846% up to 30 September 2025 respectively.

 

 

3.       Review by the independent auditor

These condensed consolidated interim financial statements have been reviewed
by the company's external auditor, Deloitte Accountants B.V., whose unmodified
review report appears at the end of the condensed consolidated interim
financial statements.

 

4.       Significant changes in financial position and performance
during the reporting period

Issuance and redemption of bond notes

In July 2025, the group issued a 10-year €750m note carrying an annual fixed
interest rate of 4.343% due in 2035 under its Global Medium-Term Note
Programme. The purpose of the offering was to refinance the recently matured
2025 note of US$225m and to repay the upcoming €500m note due in January
2026, as well as other general corporate purposes. The bond is listed on the
Irish Stock Exchange (Euronext Dublin).

 

Share-repurchase programme

Since June 2022, the group has executed its open-ended, repurchase programme
of Prosus ordinary shares N and Naspers N ordinary shares. The group continued
with the share-repurchase programme for the six months ended 30 September
2025.

 

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.

 

For the six months ended 30 September 2025, Prosus repurchased 87 498 363 (4%
of outstanding ordinary shares N in issue) ordinary shares N on the market for
a total consideration of US$4.6bn, which was funded by the sale of 70 823 200
Tencent shares, yielding proceeds of US$4.6bn. Naspers repurchased 6 019 495
(4% of outstanding N ordinary shares in issue) N ordinary shares on the market
for a total consideration of US$1.7bn.

 

This transaction was funded by the disposal of 32 170 715 Prosus ordinary
shares N on the market, yielding proceeds of US$1.7bn.

 

At 30 September 2025, the Prosus free-float shareholders' effective interest
in Prosus was 56.6%.

 

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$4.6bn. 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 23.5% to 22.8%,
yielding US$4.6bn 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$3.3bn in the condensed consolidated income
statement. The group reclassified a loss of US$32m from the foreign currency
translation reserve to the condensed consolidated income statement related to
this partial disposal. Refer to note 6.

 

Acquisition of Despegar

In May 2025, the group acquired 100% ownership of Despegar.com, Corp
(Despegar) for US$1.8bn through MIH Internet Holdings B.V., its subsidiary
which directly holds all of the Prosus group's investments. Despegar is
LatAm's leading online travel agency. Refer to note 6.

 

Loss of significant influence in Delivery Hero

In August 2025, the group announced the approval from the European Commission
for its acquisition of Just Eat Takeaway.com (JET). To obtain this approval,
the group has committed to significantly reducing its equity stake in Delivery
Hero to a specific maximum percentage that will ensure Prosus is no longer
Delivery Hero's largest shareholder, within 12 months of the European
Commission approval. In addition, Prosus will not recommend or appoint
individuals connected to Naspers or Prosus to Delivery Hero's management or
supervisory boards.

 

Accordingly, the group is no longer able to exert significant influence. Upon
the loss of significant influence, the group elected to classify the Delivery
Hero shares at fair value through other comprehensive income (refer to note
14). The group does not consider these shares to be held for trading, given
that the partial divestment will be in order to secure approval for an
additional investment in the same region. The portion of the Delivery Hero
shares available for sale is therefore presented as a current asset on the
condensed consolidated statement of financial position. JET was acquired by
the group in October 2025 (refer to note 20).

 

The group recognised a loss of significant influence of Delivery Hero in the
condensed consolidated income statement of US$648m, including the
reclassification of accumulated foreign currency translation losses of US$462m
from the foreign currency translation reserve in equity.

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 Organization
(GPO) within PayU for a cash transaction worth US$610m. The group classified
the GPO investments being sold as a disposal group held for sale. In March
2025, the group closed the sale of GPO LatAm and the African businesses within
PayU to Rapyd for US$400m, however, Polish regulatory approval was not yet
received, resulting in the splitting of the sale into two separate
transactions. In September 2025, the group received Polish regulatory approval
and expects to complete the sale of the GPO Polish business in the second half
of the financial year for US$210m.

 

5.       Segmental information

Operating segments are identified on the basis of internal reports about
components of the group that are regularly reviewed by the chief operating
decision-maker (CODM) in order to allocate resources to the segments and to
assess their performance. The CODM has been identified as the group's
executive directors who make strategic decisions.

 

The group has changed how it monitors and reviews its operating segments.
Refer to note 2.

 

The group uses the following alternative performance measures (APMs) below to
assess segmental performance:

 

Adjusted EBITDA (aEBITDA): a non-IFRS measure that represents operating
profit/loss, as adjusted to exclude: (i) depreciation;

(ii) amortisation; (iii) retention option expenses linked to business
combinations; (iv) other losses/gains - net, which includes dividends received
from investments, profits and losses on sale of assets, fair value adjustments
of financial instruments, impairment losses, gains or losses on settlement of
liabilities; (v) all cash-settled and equity-settled share-based compensation
expenses, including those transactions with non-controlling shareholders that
are linked to the ongoing employment of those shareholders as part of the
group's investments in companies. It is considered a useful measure to analyse
operational profitability.

 

Adjusted EBIT (aEBIT): a non-IFRS measure that represents operating
profit/loss, as adjusted to exclude: (i) amortisation and retention option
expenses linked to business combinations; (ii) other losses/gains - net, which
includes dividends received from investments, profits and losses on sale of
assets, fair value adjustments of financial instruments, impairment losses and
gains or losses on settlement of liabilities; (iv) transactions that IFRS
treats as cash-settled share-based compensation expense which are with fellow
shareholders and are related to put and call options granted and linked to the
ongoing employment of those shareholders as part of the group's investments in
companies; and (v) subsequent fair value remeasurement of cash-settled
share-based compensation expenses, equity-settled share-based compensation
expenses deemed to arise from shareholder transactions.

 

The group audit committee regularly reviews the determination of aEBIT and
aEBITDA and the use of adjusting items to confirm that it remains an
appropriate basis against which to analyse the operating performance of the
group. The committee assesses refinements to the policy on a case-by-case
basis and seeks to minimise such changes in order to maintain consistency over
time. aEBIT and aEBITDA are APMs used alongside IFRS profit to assess the
performance of the group. They are a set within a range of measures used to
assess management performance and performance-based remuneration outcomes.
Non-IFRS measures are not defined by IFRS, are not uniformly defined or used
by all entities and may not be comparable with similarly labelled measures and
disclosures provided by other entities.

 

 

5.       Segmental information continued

The summary of the restatement of the group's metrics as a result of the
change to the regional ecosystem is shown below:

 

                                       Former segments
   Six months ended 30 September 2024  Classifieds   Food          Payments      Etail         Edtech        Other

   Continuing operations               US$'m         Delivery      and Fintech   US$'m         US$'m         US$'m

                                                     US$'m         US$'m
   Revenue
   Previously reported                 399           674           636           1 131         85            38
   Restatements                        (399)         (674)         (636)         (1 131)       (85)          (38)
   Segment view change(1)              (399)         (674)         (636)         (1 131)       (85)          (38)
   Restated                            -             -             -             -             -             -
   Consolidated aEBITDA
   Previously reported                 140           97            (8)           23            (10)          (13)
   Restatements                        (140)         (97)          8             (23)          10            13
   Corporate(2)                        -             4             -             -             4             10
   Segment view change(1)              (155)         (116)         (9)           (29)          (1)           (2)
   Change in aEBITDA(3)                15            15            17            6             7             5
   Restated                            -             -             -             -             -             -
   Consolidated aEBIT
   Previously reported                 133           94            (11)          (7)           (13)          (15)
   Restatements                        (133)         (94)          11            7             13            15
   Corporate(2)                        -             4             -             -             4             14
   Segment view change(1)              (133)         (98)          11            7             9             1
   Restated                            -             -             -             -             -             -
   1   Relates to the impact of the revised segment perspective aligning with
   regional ecosystems.

   2   Relates to the impact of the reallocation of corporate costs, including
   Ventures, from total Ecommerce to the Corporate segment.

        The group reallocated a total of US$18m EBITDA and US$22m EBIT, of
   which US$10m and US$14m related to Ventures respectively.

   3   Relates to the restatement due to the change in definition in adjusted
   EBITDA.

 

 

5.       Segmental information continued

 

                                                                           Revised ecosystems
   Six months ended 30 September 2024  Total       Corporate   Total       LatAm       Europe      India       Other

   Continuing operations               Ecommerce   segment     US$'m       US$'m       US$'m       US$'m       US$'m

                                       US$'m       US$'m
   Revenue
   Previously reported                 2 963       -           2 963       -           -           -           -
   Restatements                        -           -           -           674         1 640       332         317
   Segment view change(1)              -           -           -           674         1 640       332         317
   Restated                            2 963       -           2 963       674         1 640       332         317
   Consolidated aEBITDA
   Previously reported                 229         (118)       111         -           -           -           -
   Restatements                        83          19          102         117         191         (19)        23
   Corporate(2)                        18          (18)        -           -           -           -           -
   Segment view change(1)              -           -           -           117         191         (19)        23
   Change in aEBITDA(3)                65          37          102         -           -           -           -
   Restated                            312         (99)        213         117         191         (19)        23
   Consolidated aEBIT
   Previously reported                 181         (121)       60          -           -           -           -
   Restatements                        22          (22)        -           98          129         (33)        9
   Corporate(2)                        22          (22)        -           -           -           -           -
   Segment view change(1)              -           -           -           98          129         (33)        9
   Restated                            203         (143)       60          98          129         (33)        9
   1   Relates to the impact of the revised segment perspective aligning with
   regional ecosystems.

   2   Relates to the impact of the reallocation of corporate costs, including
   Ventures, from total Ecommerce to the Corporate segment.

        The group reallocated a total of US$18m EBITDA and US$22m EBIT, of
   which US$10m and US$14m related to Ventures respectively.

   3   Relates to the restatement due to the change in definition in adjusted
   EBITDA.

 

 

5.       Segmental information continued

 

                               Former segments
     Year ended 31 March 2025  Classifieds   Food          Payments      Etail         Edtech        Other

     Continuing operations     US$'m         Delivery      and Fintech   US$'m         US$'m         US$'m

                                             US$'m         US$'m
     Revenue
     Previously reported       788           1 334         1 339         2 457         170           82
     Restatements              (788)         (1 334)       (1 339)       (2 457)       (170)         (82)
     Segment view change(1)    (788)         (1 334)       (1 339)       (2 457)       (170)         (82)
     Restated                  -             -             -             -             -             -
     Consolidated aEBITDA
     Previously reported       314           248           24            84            (14)          (1)
     Restatements              (314)         (248)         (24)          (84)          14            1
     Corporate(2)              -             8             -             3             9             14
     Segment view change(1)    (314)         (256)         (24)          (87)          5             (13)
     Restated                  -             -             -             -             -             -
     Consolidated aEBIT
     Previously reported       273           218           (11)          10            (33)          (14)
     Restatements              (273)         (218)         11            (10)          33            14
     Corporate(2)              -             8             -             3             9             24
     Segment view change(1)    (273)         (226)         11            (13)          24            (10)
     Restated                  -             -             -             -             -             -
     1   Relates to the impact of the revised segment perspective aligning with
     regional ecosystems.

     2   Relates to the impact of the reallocation of corporate costs, including
     Ventures, from total Ecommerce to the Corporate segment.

          The group reallocated a total of US$34m EBITDA and US$44m EBIT, of
     which US$14m and US$24m related to Ventures respectively.

 

 

                                                                   Revised ecosystems
     Year ended 31 March 2025  Total       Corporate   Total       LatAm       Europe      India       Other

     Continuing operations     Ecommerce   segment     US$'m       US$'m       US$'m       US$'m       US$'m

                               US$'m       US$'m
     Revenue
     Previously reported       6 170       -           6 170       -           -           -           -
     Restatements              -           -           -           1 334       3 522       694         620
     Segment view change(1)    -           -           -           1 334       3 522       694         620
     Restated                  6 170       -           6 170       1 334       3 522       694         620
     Consolidated aEBITDA
     Previously reported       655         (171)       484         -           -           -           -
     Restatements              34          (34)        -           256         426         (25)        32
     Corporate(2)              34          (34)        -           -           -           -           -
     Segment view change(1)    -           -           -           256         426         (25)        32
     Restated                  689         (205)       484         256         426         (25)        32
     Consolidated aEBIT
     Previously reported       443         (264)       179         -           -           -           -
     Restatements              44          (44)        -           226         305         (49)        5
     Corporate(2)              44          (44)        -           -           -           -           -
     Segment view change(1)    -           -           -           226         305         (49)        5
     Restated                  487         (308)       179         226         305         (49)        5
     1   Relates to the impact of the revised segment perspective aligning with
     regional ecosystems.

     2   Relates to the impact of the reallocation of corporate costs, including
     Ventures, from total Ecommerce to the Corporate segment.

          The group reallocated a total of US$34m EBITDA and US$44m EBIT, of
     which US$14m and US$24m related to Ventures respectively.

 

5.       Segmental information continued

             A reconciliation of the segmental revenue, adjusted
EBITDA and aEBIT to operating profit as reported in the income statement is
provided below:

 

                                                                                 Continuing operations
                                                                                 LatAm                         Europe
   Six months ended 30 September 2025                                            iFood          Despegar       OLX            eMAG           iyzico

                                                                                 US$'m          US$'m          US$'m          US$'m          US$'m
   Revenue                                                                       888            302            473            1 130          207
   Cost of providing services and sale of goods, and selling, general and admin  (704)          (264)          (242)          (1 085)        (196)
   expenses
   Platform cost of sales, website hosting and warehousing costs(1)              (119)          -              (18)           (739)          (4)
   Payment facilitation transaction costs(1)                                     (90)           (36)           (3)            (7)            (167)
   Delivery services cost(1)                                                     (54)           -              (14)           (98)           -
   Finance service costs(1)                                                      (42)           (5)            (3)            (1)            -
   Advertising expenses                                                          (63)           (60)           (48)           (36)           (3)
   Staff costs                                                                   (233)          (73)           (121)          (132)          (15)
   Other(1)                                                                      (103)          (90)           (35)           (72)           (7)

   Consolidated adjusted EBITDA                                                  184            38             231            45             11
   Depreciation                                                                  (3)            (3)            (7)            (27)           (1)
   Amortisation of software                                                      (2)            (5)            -              (6)            -
   Interest on capitalised lease liabilities                                     -              (1)            (1)            (1)            -
   Grant date fair value of cash-settled share-based incentives                  (13)           -              (8)            (5)            (2)
   Grant date fair value of equity-settled share-based incentives                (2)            (4)            (10)           (1)            (1)
   Consolidated aEBIT                                                            164            25             205            5              7
   Interest on capitalised lease liabilities                                     -              1              1              1              -
   Amortisation of other intangible assets                                       (2)            (42)           (1)            (2)            (3)
   Other (losses)/gains - net                                                    5              -              -              (16)           -
   Remeasurement of cash-settled share-based incentive expenses                  2              -              (1)            3              -
   Consolidated operating profit/(loss)                                          169            (16)           204            (9)            4
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$72m presented in 'Other'.

 

 

5.       Segmental information continued

 

                                                                     Continuing operations                                       Discontinued  Total

                                                                                                                                 operations    operations

                                                                                                                                 US$'m         US$'m
                                                                     India       Other       Total       Corporate   Total

                                                                                 US$'m       Ecommerce   segment     US$'m

                                                                                             US$'m       US$'m
   Six months ended 30 September 2025                                PayU

                                                                     US$'m
   Revenue                                                           397         226         3 623       -           3 623       89            3 712
   Cost of providing services and sale of goods,                     (398)       (204)       (3 093)     (107)       (3 200)     (103)         (3 303)

and selling, general and admin expenses
   Platform cost of sales, website hosting and warehousing costs(1)  (8)         (24)        (912)       -           (912)       (71)          (983)
   Payment facilitation transaction costs(1)                         (225)       (76)        (604)       -           (604)       -             (604)
   Delivery services cost(1)                                         -           -           (166)       -           (166)       -             (166)
   Finance service costs(1)                                          (70)        (1)         (122)       -           (122)       -             (122)
   Advertising expenses                                              (4)         (5)         (219)       (2)         (221)       (5)           (226)
   Staff costs                                                       (59)        (81)        (714)       (60)        (774)       (19)          (793)
   Other(1)                                                          (32)        (17)        (356)       (45)        (401)       (8)           (409)

   Consolidated adjusted EBITDA                                      (1)         22          530         (107)       423         (14)          409
   Depreciation                                                      (3)         (3)         (47)        (3)         (50)        (1)           (51)
   Amortisation of software                                          -           (2)         (15)        -           (15)        -             (15)
   Interest on capitalised lease liabilities                         (1)         -           (4)         -           (4)         -             (4)
   Grant date fair value of cash-settled share-based incentives      (7)         (6)         (41)        (19)        (60)        -             (60)
   Grant date fair value of equity-settled share-based incentives    (3)         (2)         (23)        (21)        (44)        -             (44)
   Consolidated aEBIT                                                (15)        9           400         (150)       250         (15)          235
   Interest on capitalised lease liabilities                         1           -           4           -           4           -             4
   Amortisation of other intangible assets                           (5)         (9)         (64)        -           (64)        -             (64)
   Other (losses)/gains - net                                        -           -           (11)        24          13          2             15
   Remeasurement of cash-settled share-based incentive expenses      4           4           12          4           16          -             16
   Consolidated operating profit/(loss)                              (15)        4           341         (122)       219         (13)          206
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$72m presented in 'Other'.

 

 

Reconciliation of cash generated from operations to consolidated aEBITDA from
continuing operations.

 

                                                                            Six months ended      Year ended

                                                                            30 September          31 March
                                                                            2025       2024       2025

                                                                            US$'m      US$'m      US$'m
   Cash generated from operations                                           23         146        599
   Non-cash adjustments                                                     (24)       (67)       (123)
   Working capital outflow/(inflow)                                         420        126        (10)
   Operating cash flows of discontinued operations, net of adjustments for  4          8          18
   non-cash and other items
   Consolidated aEBITDA from continuing operations                          423        213        484

 

 

5.       Segmental information continued

 

                                                                     Continuing operations
                                                                     LatAm             Europe
   Six months ended 30 September 2024                                iFood             OLX               eMAG              iyzico

                                                                     US$'m             US$'m             US$'m             US$'m
   Revenue                                                           674               389               1 131             120
   Cost of providing services and sale of goods, and selling,        (557)             (237)             (1 102)           (110)

general and admin expenses
   Platform cost of sales, website hosting and warehousing costs(1)  (73)              (17)              (749)             (3)
   Payment facilitation transaction costs(1)                         (78)              (3)               (3)               (93)
   Delivery services cost(1)                                         (82)              (17)              (109)             -
   Finance service costs(1)                                          (23)              (4)               (1)               -
   Advertising expenses                                              (44)              (43)              (37)              (2)
   Staff costs                                                       (178)             (115)             (131)             (8)
   Other(1)                                                          (79)              (38)              (72)              (4)

   Consolidated adjusted EBITDA(2)                                   117               152               29                10
   Depreciation                                                      (4)               (7)               (25)              (1)
   Amortisation of software                                          -                 -                 (5)               -
   Interest on capitalised lease liabilities                         -                 (1)               (1)               -
   Grant date fair value of cash-settled share-based incentives      (15)              -                 (5)               -
   Grant date fair value of equity-settled share-based incentives    -                 (15)              -                 (2)
   Consolidated aEBIT                                                98                129               (7)               7
   Interest on capitalised lease liabilities                         -                 1                 1                 -
   Amortisation of other intangible assets                           (1)               (2)               (3)               -
   Other (losses)/gains - net                                        2                 -                 (5)               -
   Retention option expense                                          -                 -                 -                 -
   Remeasurement of cash-settled share-based incentive expenses      (2)               1                 (1)               -
   Consolidated operating profit/(loss)                              97                129               (15)              7
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$20m presented in 'Other'.

   2   The group's consolidated aEBITDA from total and continuing operations
   changed to US$206m and US$213m respectively as a result of a change in
   definition.

The 30 September 2024 aEBITDA, previously published for total and continuing
   operations, was US$104m and US$111m respectively. Refer to note 2.

 

 

5.       Segmental information continued

 

                                                                     Continuing operations                                       Discontinued  Total

                                                                                                                                 operations    operations

                                                                                                                                 US$'m         US$'m
                                                                     India       Other       Total       Corporate   Total

                                                                                 US$'m       Ecommerce   segment     US$'m

                                                                                             US$'m       US$'m
   Six months ended 30 September 2024                                PayU

                                                                     US$'m
   Revenue                                                           332         317         2 963       -           2 963       143           3 106
   Cost of providing services and sale of goods,                     (351)       (294)       (2 651)     (99)        (2 750)     (150)         (2 900)

and selling, general and admin expenses
   Platform cost of sales, website hosting and warehousing costs(1)  (5)         (32)        (879)       -           (879)       (112)         (991)
   Payment facilitation transaction costs(1)                         (197)       (106)       (480)       -           (480)       -             (480)
   Delivery services cost(1)                                         -           -           (208)       -           (208)       -             (208)
   Finance service costs(1)                                          (63)        (2)         (93)        -           (93)        -             (93)
   Advertising expenses                                              (7)         (6)         (139)       -           (139)       (13)          (152)
   Staff costs                                                       (46)        (106)       (584)       (65)        (649)       (15)          (664)
   Other(1)                                                          (33)        (42)        (268)       (34)        (302)       (10)          (312)

   Consolidated adjusted EBITDA(2)                                   (19)        23          312         (99)        213         (7)           206
   Depreciation                                                      (2)         1           (38)        (3)         (41)        -             (41)
   Amortisation of software                                          -           (1)         (6)         -           (6)         -             (6)
   Interest on capitalised lease liabilities                         (1)         (1)         (4)         -           (4)         -             (4)
   Grant date fair value of cash-settled share-based incentives      (6)         (5)         (31)        (11)        (42)        -             (42)
   Grant date fair value of equity-settled share-based incentives    (5)         (8)         (30)        (30)        (60)        -             (60)
   Consolidated aEBIT                                                (33)        9           203         (143)       60          (7)           53
   Interest on capitalised lease liabilities                         1           1           4           -           4           -             4
   Amortisation of other intangible assets                           (7)         (17)        (30)        -           (30)        -             (30)
   Other (losses)/gains - net                                        -           (2)         (5)         13          8           (84)          (76)
   Retention option expense                                          -           63          63          -           63          -             63
   Remeasurement of cash-settled share-based                         (1)         5           2           25          27          -             27

incentive expenses
   Consolidated operating profit/(loss)                              (40)        59          237         (105)       132         (91)          41
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$20m presented in 'Other'.

   2   The group's consolidated aEBITDA from total and continuing operations
   changed to US$206m and US$213m respectively as a result of a change in
   definition.

The 30 September 2024 aEBITDA, previously published for total and continuing
   operations, was US$104m and US$111m respectively. Refer to note 2.

 

 

 

5.       Segmental information continued

 

                                                                     Continuing operations
                                                                     LatAm             Europe
   Year ended 31 March 2025                                          iFood             OLX               eMAG              iyzico

                                                                     US$'m             US$'m             US$'m             US$'m
   Revenue                                                           1 334             777               2 457             288
   Cost of providing services and sale of goods, and selling,        (1 078)           (463)             (2 369)           (264)

general and admin expenses
   Platform cost of sales, website hosting and warehousing costs(1)  (142)             (35)              (1 649)           (6)
   Payment facilitation transaction costs(1)                         (159)             (6)               (9)               (224)
   Delivery services cost(1)                                         (122)             (32)              (229)             -
   Finance service costs(1)                                          (50)              (9)               (1)               -
   Advertising expenses                                              (84)              (83)              (74)              (4)
   Staff costs                                                       (361)             (226)             (269)             (19)
   Other(1)                                                          (160)             (72)              (138)             (11)

   Consolidated adjusted EBITDA                                      256               314               88                24
   Depreciation                                                      (6)               (13)              (49)              (2)
   Amortisation of software                                          (1)               -                 (10)              -
   Interest on capitalised lease liabilities                         (1)               (1)               (2)               -
   Grant date fair value of cash-settled share-based incentives      (22)              (3)               (10)              -
   Grant date fair value of equity-settled share-based incentives    -                 (24)              (3)               (4)
   Consolidated aEBIT                                                226               273               14                18
   Interest on capitalised lease liabilities                         1                 1                 2                 -
   Amortisation of other intangible assets                           (3)               (2)               (5)               (1)
   Other (losses)/gains - net                                        2                 (5)               (6)               -
   Retention option expense                                          -                 -                 (1)               -
   Remeasurement of cash-settled share-based incentive expenses      (60)              (8)               (3)               -
   Consolidated operating profit                                     166               259               1                 17
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$32m presented in 'Other'.

 

 

5.       Segmental information continued

 

                                                                     Continuing operations                                       Discontinued  Total

                                                                                                                                 operations    operations

                                                                                                                                 US$'m         US$'m
                                                                     India       Other       Total       Corporate   Total

                                                                                 US$'m       Ecommerce   segment     US$'m

                                                                                             US$'m       US$'m
   Year ended 31 March 2025                                          PayU

                                                                     US$'m
   Revenue                                                           694         620         6 170       -           6 170       264           6 434
   Cost of providing services and sale of goods,                     (719)       (588)       (5 481)     (205)       (5 686)     (291)         (5 977)

and selling, general and admin expenses
   Platform cost of sales, website hosting and warehousing costs(1)  (8)         (79)        (1 919)     -           (1 919)     (209)         (2 128)
   Payment facilitation transaction costs(1)                         (411)       (208)       (1 017)     -           (1 017)     -             (1 017)
   Delivery services cost(1)                                         -           -           (383)       -           (383)       -             (383)
   Finance service costs(1)                                          (132)       (3)         (195)       -           (195)       -             (195)
   Advertising expenses                                              (10)        (11)        (266)       (2)         (268)       (21)          (289)
   Staff costs                                                       (86)        (222)       (1 183)     (120)       (1 303)     (35)          (1 338)
   Other(1)                                                          (72)        (65)        (518)       (83)        (601)       (26)          (627)

   Consolidated adjusted EBITDA                                      (25)        32          689         (205)       484         (27)          457
   Depreciation                                                      (4)         (4)         (78)        (6)         (84)        -             (84)
   Amortisation of software                                          -           (2)         (13)        -           (13)        -             (13)
   Interest on capitalised lease liabilities                         (1)         (1)         (6)         -           (6)         (1)           (7)
   Grant date fair value of cash-settled share-based incentives      (9)         (12)        (56)        (39)        (95)        -             (95)
   Grant date fair value of equity-settled share-based incentives    (10)        (8)         (49)        (58)        (107)       -             (107)
   Consolidated aEBIT                                                (49)        5           487         (308)       179         (28)          151
   Interest on capitalised lease liabilities                         1           1           6           -           6           1             7
   Amortisation of other intangible assets                           (8)         (30)        (49)        -           (49)        -             (49)
   Other (losses)/gains - net                                        -           -           (9)         21          12          (84)          (72)
   Retention option expense                                          -           63          62          -           62          -             62
   Remeasurement of cash-settled share-based incentive expenses      11          15          (45)        8           (37)        -             (37)
   Consolidated operating profit/(loss)                              (45)        54          452         (279)       173         (111)         62
   1   These relate to the costs of providing services and the sale of goods
   (COPS), including US$32m presented in 'Other'.

 

 

6.       Business combinations, other acquisitions and disposals

The following relates to the group's significant transactions related to
business combinations and other investments for the six months ended 30
September 2025:

 

   Company                                                               Classification  Amount invested

                                                                                         US$'m
                                     Net                                 Non-cash                     Cash in      Total

                                     cash                                consi-                        entity       consi-

                                     paid/                               deration                     acquired     deration

                                     (received)
   Acquisition of subsidiaries                                                           1 908        -            (194)        1 714
   a                                 Despegar.com (Despegar)             Subsidiary      1 805        -            (194)        1 611
   b                                 Mindgate                            Subsidiary      76           -            -            76
   Other(1)                                                              Subsidiary      27           -            -            27
   Additional investment in existing subsidiaries                                        28           -            -            28
   Other(1)                                                              Subsidiary      28           -            -            28
   Disposal of subsidiaries                                                              (16)         -            -            (16)
   Other(1)                                                              Subsidiary      (16)         -            -            (16)
   Acquisition of equity accounted investments                                           8            -            -            8
   Other(1)                                                              Associate       8            -            -            8
   Additional investment in existing equity accounted investments                        8            -            -            8
   Other(1)                                                              Associate       8            -            -            8
   Acquisition of other investments                                                      128          2 343        -            2 471
   e                                 Delivery Hero                       FVOCI           -            2 343        -            2 343
   Other(1)                                                              FVOCI           108          -            -            108
   Other(1)                                                              FVPL            20           -            -            20
   Disposal/partial disposal of equity accounted investments                             (5 003)      (2 290)      -            (7 293)
   c                                 Remitly                             Associate       (272)        -            -            (272)
   d                                 Tencent Holdings Limited (Tencent)  Associate       (4 688)      53           -            (4 635)
   e                                 Delivery Hero                       Associate       -            (2 343)      -            (2 343)
   Other(1)                                                              Associate       (43)         -            -            (43)
   Disposal/partial disposal of other investments                                        (550)        -            -            (550)
   f                                 Meituan                             FVOCI           (249)        -            -            (249)
   g                                 DoorDash Inc (DoorDash)             FVOCI           (207)        -            -            (207)
   Other(1)                                                              FVOCI/FVPL      (94)         -            -            (94)

   1   'Other' includes various acquisitions and disposals of subsidiaries,
   associates and other investments that are not individually material.

 

 

6.       Business combinations, other acquisitions and disposals
continued

Acquisition of subsidiaries

a.  In May 2025, the group acquired 100% ownership of Despegar.com, Corp
(Despegar) for US$1.8bn through MIH Internet Holdings B.V., its subsidiary
which directly holds all of the Prosus group's investments. Despegar is
LatAm's leading online travel agency. The transaction was completed after
securing customary regulatory approvals. The acquisition contributes to the
group's LatAm ecosystem.

 

The main intangible assets recognised in the business combination were
customer relationships, trademarks and technology. The main factor
contributing to the goodwill recognised in the acquisition is the synergies
from Despegar's market presence and financial technology.

 

Since the acquisition date of Despegar, revenue of US$302m and net losses of
US$12m have been included in the group's income statement. The impact on
revenue and net losses from the above transactions, had the acquisition taken
place on 1 April 2025, were US$393m and US$15m respectively.

 

The acquisition date fair values of each major class of identifiable assets
and liabilities recognised are shown below:

 

                                  Despegar

                                  May

                                  2025

                                  US$'m
   Total consideration            1 805
   Less:                          653
   Intangible assets              1 092
   Property, plant and equipment  31
   Cash and deposits              194
   Investments and loans          13
   Trade and other receivables    390
   Trade and other payables       (591)
   Other assets and liabilities   43
   Deferred tax liabilities       (303)
   Long-term liabilities          (216)

   Goodwill                       1 152

 

b.  In March 2025, the group acquired 70% effective ownership interest in
Mindgate Solutions Private Ltd (Mindgate) through PayU, its payments and
fintech subsidiary in India. The consideration at the date of acquisition was
through a series of tranche payments. The first tranche payment amounted to
US$68m for a 43.5% effective ownership interest and the second tranche payment
amounted to US$76m for a 26.5% effective ownership interest that the group was
obligated to pay as a result of the company achieving agreed-upon financial
performance measures as at 31 March 2025. The second tranche was settled in
September 2025.

 

The purchase price allocation for this transaction was not yet finalised as at
31 March 2025, therefore, preliminary amounts were disclosed in the
consolidated financial statements. The changes between the final and
preliminary fair values were not material and related primarily to the
liability to settle the second tranche in September 2025.

 

Disposal/partial disposal of equity accounted investments

c.  In May 2025, the group sold a portion of its shareholding in Remitly for
US$272m. The group recognised a gain on partial disposal of US$206m, with no
reclassification of accumulated foreign currency translation losses.

 

d.  From April 2025 to the end of September 2025, the group sold 0.7% of
Tencent's issued share capital for total proceeds of US$4.6bn, of which US$45m
was receivable at 30 September 2025. Due to the concurrent Tencent share
buyback, the group reduced its stake in Tencent from 23.5% in March to 22.8%
at the end of September. The group recognised a gain on partial disposal of
US$3.3bn, including a reclassification of accumulated foreign currency
translation losses of US$32m. Proceeds from this disposal are used to fund the
group's share-repurchase programme.

 

e.  In August 2025, the group announced the approval from the European
Commission for its acquisition of Just Eat Takeaway.com (JET). To obtain this
approval, the group has committed to significantly reducing its equity stake
in Delivery Hero to a specific maximum percentage that will ensure Prosus is
no longer Delivery Hero's largest shareholder, within 12 months of the
European Commission approval. In addition, Prosus will not recommend or
appoint individuals connected to Naspers or Prosus to Delivery Hero's
management or supervisory boards.

 

     Accordingly, the group is no longer able to exert significant
influence. Upon the loss of significant influence, the group elected to
classify the Delivery Hero shares at fair value through other comprehensive
income (refer to note 14). The group does not consider these shares to be held
for trading, given that the partial divestment will be in order to secure
approval for an additional investment in the same region.

 

     The group recognised a loss of significant influence of Delivery Hero
in the condensed consolidated income statement of US$648m, including the
reclassification of accumulated foreign currency translation losses of US$462m
from the foreign currency translation reserve in equity.

 

Disposal/partial disposal of other investments

f.   In July 2025, the group sold a portion of its shareholding in Meituan
for US$249m. Accumulated fair value losses related to these shares of US$23m
were reclassified from the valuation reserve to retained earnings within
equity as a result of this disposal.

 

g.  In July 2025, the group completed the sale of its entire stake in
DoorDash for total proceeds of US$207m. Accumulated fair value gains related
to these shares of US$136m were reclassified from the valuation reserve to
retained earnings within equity as a result of this disposal.

 

7.       Goodwill

Movements in the group's goodwill for the period are detailed below:

 

                                                      Six months ended                            Year ended

                                                      30 September                                31 March
                                                      2025                  2024                  2025

                                                      US$'m                 US$'m                 US$'m
   Goodwill
   Cost                                               2 469                 2 339                 2 339
   Accumulated impairment                             (1 310)               (1 312)               (1 312)
   Opening balance                                    1 159                 1 027                 1 027
   Foreign currency translation effects(1)            55                    5                     (6)
   Acquisitions of subsidiaries and businesses(2)     1 205                 6                     149
   Transferred to assets classified as held for sale  -                     -                     (11)
   Impairment                                         (3)                   -                     -
   Closing balance                                    2 416                 1 038                 1 159
   Cost                                               3 732                 2 350                 2 469
   Accumulated impairment                             (1 316)               (1 312)               (1 310)
   1   The current period includes a net monetary gain of US$18m (2024: US$16m
   and 31 March 2025: US$30m) relating to hyperinflation accounting for the
   group's subsidiaries in Türkiye. Refer to note 2.

   2   Relates mainly to the acquisition of Despegar.com, Corp (Despegar).
   Refer to note 6.

 

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 the prior financial year, the recoverable
amounts for CGUs were determined predominantly using value in use
calculations. The 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.

 

For the six months ended 30 September 2025, the group considered whether there
was a change in circumstances that indicated that

a CGU might be impaired. The impairment indicator assessment took into
consideration the movement in market interest rates and country risk premiums
and the overall business performance compared against budgets and forecasts.
No material indicators were identified in the assessment.

 

The group recognised impairment losses on goodwill of US$3m (2024: US$nil and
31 March 2025: US$nil). In the prior year no indicators of impairment were
identified in the impairment assessment performed and no impairment was
recognised.

 

 

8. Revenue

 

                                             Main reportable segment(s) where revenue is included  Six months ended      Year ended

                                                                                                   30 September          31 March
                                             2025                                                             2024       2025

                                             US$'m                                                            US$'m      US$'m
   Revenue from interest income              PayU and iFood                                        133        96         200
   Revenue from contracts with customers
   Online sale of goods revenue              eMAG and OLX                                          1 070      1 080      2 344
   Classifieds listings revenue              OLX                                                   445        358        717
   Payment transaction commissions and fees  PayU                                                  751        616        1 309
   Food delivery revenue                     iFood                                                 736        640        1 259
   Travel commissions and service fees       Despegar                                              295        -          -
   Advertising revenue                       Various                                               31         25         55
   Educational technology revenue            Other Ecommerce                                       95         85         170
   Other revenue                             Various                                               67         63         116
   Total revenue from continuing operations                                                        3 623      2 963      6 170

 

Below is the group's revenue by geographical area:

 

                                             Six months ended      Year ended

                                             30 September          31 March
   Geographical area                         2025       2024       2025

                                             US$'m      US$'m      US$'m
   Asia                                      391        345        718
   India                                     360        315        660
   Rest of Asia                              31         30         58
   Europe                                    1 916      1 723      3 692
   Central Europe                            446        402        788
   Eastern Europe                            1 408      1 277      2 816
   Western Europe                            62         44         88
   LatAm                                     1 210      801        1 572
   Brazil                                    1 026      723        1 440
   Argentina                                 59         13         22
   Rest of LatAm                             125        65         110
   North America                             68         61         122
   Other                                     38         33         66
   Total revenue from continuing operations  3 623      2 963      6 170

 

 

9.       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                    Year ended

                                                                                30 September                        31 March
                                                                                2025              2024              2025

                                                                                US$'m             US$'m             US$'m
   Depreciation of property, plant and equipment                                50                41                84
   Amortisation                                                                 79                36                62
   Software                                                                     15                6                 13
   Other intangible assets                                                      64                30                49
   Impairment losses on financial assets measured at amortised cost             7                 8                 16
   Net realisable value adjustments on inventory, net of reversals(1)           2                 -                 -
   Other (losses)/gains - net                                                   13                8                 12
   Loss on sale of assets                                                       (1)               -                 (2)
   Impairment of goodwill, property, plant and equipment, and other intangible  (16)              (4)               (13)
   assets
   Reversal of impairment on related party loan                                 20                -                 -
   Income on sale of tokens                                                     -                 11                20
   Dividends received on investments                                            4
   Other                                                                        6                 1                 7
   Net (losses)/gains on acquisitions and disposals                             (714)             9                 338
   Gains/(losses) on disposal of investments - net                              12                14                361
   (Losses)/gains recognised on loss of significant influence                   (653)             -                 -
   Transaction-related costs                                                    (68)              (5)               (22)
   Other                                                                        (5)               -                 (1)

   1   Net realisable value writedowns relate primarily to eMAG.

 

 

10.     Loss from discontinued operations

Discontinued operations in the current and prior period relate to the OLX
Autos business unit. In August 2025, the last remaining operation of the OLX
Autos business was sold. Comparative periods include the operations disposed
of, classified as held for sale or closed down by 31 March 2025.

 

The financial information relating to the group's discontinued operations is
set out below:

 

Income statement information of discontinued operations

 

                                                       Six months ended      Year ended

                                                       30 September          31 March
                                                       2025       2024       2025

                                                       US$'m      US$'m      US$'m
   Revenue from contracts with customers               89         143        264
   Online sale of goods revenue                        89         143        264
   Expenses                                            (104)      (250)      (378)
   Impairment of goodwill and other assets             -          (84)       (84)
   Other expenses                                      (104)      (166)      (294)

   Loss before tax                                     (15)       (107)      (114)
   Taxation                                            -          1          (14)
   Loss for the period                                 (15)       (106)      (128)
   Gain on disposal of discontinued operations         4          -          -
   Loss from discontinued operations                   (11)       (106)      (128)
   Loss from discontinued operations attributable to:
   Equity holders of the group                         (11)       (106)      (126)
   Non-controlling interest                            -          -          (2)
                                                       (11)       (106)      (128)

 

Cash flow statement information of discontinued operations

 

                                                 Six months ended      Year ended

                                                 30 September          31 March
                                                 2025       2024       2025

                                                 US$'m      US$'m      US$'m
   Net cash utilised from operating activities   (9)        (7)        (12)
   Net cash generated from investing activities  -          10         23
   Net cash utilised from financing activities   -          (9)        (32)
   Cash utilised from discontinued operations    (9)        (6)        (21)

 

Per share information from discontinued operations for the period (US
cents)(1)

 

                                                   Six months ended                        Year ended

                                                   30 September                            31 March
                                                   2025                2024                2025

                                                   US$'m               US$'m               US$'m
   Earnings per ordinary share N                   (0)                 (4)                 (5)
   Diluted earnings per ordinary share N           (0)                 (4)                 (5)
   Headline earnings per ordinary share N          (1)                 (1)                 (2)
   Diluted headline earnings per ordinary share N  (1)                 (1)                 (2)
   1   Refer to note 11 for further details on earnings per share from
   discontinued operations.

 

 

11.     Earnings per share

Calculation of headline earnings

 

                                                                                  Six months ended                            Year ended

                                                                                  30 September                                31 March
                                                                                  2025                  2024                  2025

                                                                                  US$'m                 US$'m                 US$'m
   Earnings from continuing operations
   Basic earnings attributable to shareholders                                    5 643                 4 692                 12 493
   Impact of dilutive instruments of subsidiaries, associates and joint ventures  (55)                  (38)                  (90)
   Diluted earnings attributable to shareholders                                  5 588                 4 654                 12 403
   Headline adjustments for continuing operations
   Adjusted for:                                                                  (2 960)               (2 055)               (6 288)
   Impairment of goodwill, property, plant and equipment, and other intangible    16                    4                     13
   assets
   Loss on sale of assets                                                         1                     -                     2
   Loss of significant influence                                                  653                   -                     -
   Net gains on acquisitions and disposals of investments                         (12)                  (14)                  (361)
   Gain on partial disposal of equity accounted investments                       (3 519)               (2 364)               (6 447)
   Dilution losses on equity accounted investments                                90                    144                   318
   Remeasurements included in equity accounted earnings(1)                        (189)                 86                    96
   Impairment of equity accounted investments                                     -                     89                    91

                                                                                  2 683                 2 637                 6 205
   Total tax effects of adjustments                                               (1)                   -                     21
   Total adjustment for non-controlling interest                                  (2)                   (1)                   (25)
   Basic headline earnings from continuing operations(2)                          2 680                 2 636                 6 201
   Diluted headline earnings from continuing operations                           2 625                 2 598                 6 111
   1   Remeasurements included in equity accounted earnings include US$9m
   (2024: US$87m and 31 March 2025: US$300m) relating to losses arising on
   acquisitions and disposals by associates and US$185m relating to net
   impairments of assets recognised by associates (2024: US$171m and 31 March
   2025: US$395m).

   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.

 

                                                                                Six months ended                            Year ended

                                                                                30 September                                31 March
                                                                                2025                  2024                  2025

                                                                                US$'m                 US$'m                 US$'m
   Earnings from discontinued operations
   Basic earnings attributable to shareholders                                  (11)                  (106)                 (126)
   Diluted earnings attributable to shareholders                                (11)                  (106)                 (126)
   Headline adjustments for discontinued operations(1)
   Adjusted for:                                                                (4)                   84                    84
   Impairment of goodwill, property, plant and equipment, and other intangible  -                     84                    84
   assets
   Net gains on acquisitions and disposals of investments                       (4)                   -                     -

                                                                                (15)                  (22)                  (42)
   Total adjustment for non-controlling interest                                -                     -                     -
   Basic headline earnings from discontinued operations(1)                      (15)                  (22)                  (42)
   Diluted headline earnings from discontinued operations                       (15)                  (22)                  (42)
   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.

 

 

11.     Earnings per share continued

Earnings per share information

Earnings per share per class of ordinary shares is calculated as the
relationship of the number of ordinary shares (or dilutive ordinary shares,
where relevant) of Prosus issued at 30 September 2025 (net of treasury
shares), to the relevant net profit measure attributable to the shareholders
of Prosus. The earnings per share information takes into account the group's
share-repurchase programme.

 

As a result of 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      Year ended

                                                                     30 September          31 March
                                                                     2025       2024       2025

                                                                     US$'m      US$'m      US$'m
   Earnings attributable to shareholders from continuing operations  5 643      4 692      12 493
   Headline earnings from continuing operations                      2 680      2 636      6 201

 

                                                                             Six months ended                            Year ended

                                                                             30 September                                31 March
   Issued shares                                                             2025                  2024                  2025

                                                                             Number of             Number of             Number of

                                                                             ordinary              ordinary              ordinary

                                                                             shares N              shares N              shares N

                                                                             ('000)                ('000)                ('000)
   Net number of shares in issue at period-end (net of treasury shares)      2 192 707             2 487 280             2 280 205
   Weighted average number of ordinary shares
   Issued net of treasury shares at the beginning of the period              2 280 205             2 494 181             2 494 181
   Weighting of share repurchase                                             (48 717)              (41 679)              (89 268)
   Weighted average number of shares in issue during the period(1)           2 231 488             2 452 502             2 404 913
   Adjusted for effect of future share-based payment transactions            -                     -                     -
   Diluted weighted average number of shares in issue during the period      2 231 488             2 452 502             2 404 913
   Per share information from total operations for the period (US cents)(2)
   Earnings per ordinary share N                                             253                   187                   514
   Diluted earnings per ordinary share N                                     251                   186                   511
   Headline earnings per ordinary share N                                    119                   106                   256
   Diluted headline earnings per ordinary share N                            117                   105                   252
   Per share information from continuing operations for the period

(US cents)(2)
   Earnings per ordinary share N                                             253                   191                   519
   Diluted earnings per ordinary share N                                     251                   190                   516
   Headline earnings per ordinary share N                                    120                   107                   258
   Diluted headline earnings per ordinary share N                            118                   106                   254
   1   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.

   2   Total earnings per share for ordinary shareholders A amount to 24 US
   cents (2024: 15 US cents and 31 March 2025: 57 US cents) and ordinary
   shareholders B amounts to nil US cents. Earnings per share for ordinary
   shareholders A from continuing operations amounts to 24 US cents (2024: 16 US
   cents and 31 March 2025: 58 US cents) and ordinary shareholders B amounts to
   nil US cents for all periods.

 

 

12.     Finance (costs)/income

 

                                                                 Six months ended      Year ended

                                                                 30 September          31 March
                                                                 2025       2024       2025

                                                                 US$'m      US$'m      US$'m
   Interest income                                               409        470        920
   Loans and bank accounts                                       404        464        910
   Other                                                         5          6          10
   Interest expense                                              (299)      (273)      (549)
   Loans and overdrafts                                          (264)      (255)      (512)
   Capitalised lease liabilities                                 (4)        (4)        (6)
   Other                                                         (31)       (14)       (31)
   Other finance (costs)/income - net                            (480)      (149)      50
   (Losses)/gains on translation of assets and liabilities       (478)      (151)      41
   (Losses)/gains on derivative and other financial instruments  (2)        2          9

 

13.     Investments in associates

The movement in the carrying value of the group's investments in associates is
detailed in the table below:

 

                                                           Six months ended                            Year ended

                                                           30 September                                31 March
                                                           2025                  2024                  2025

                                                           US$'m                 US$'m                 US$'m
   Opening balance                                         41 465                34 789                34 789
   Associates acquired - gross consideration               32                    102                   373
   Associates disposed of                                  (25)                  -                     -
   Share of changes in other comprehensive income and NAV  3 194                 2 110                 4 570
   Share of equity accounted results                       3 156                 2 478                 5 730
   Impairment                                              -                     (89)                  (91)
   Dividends received                                      (1 237)               (1 001)               (1 001)
   Foreign currency translation effects                    1 203                 926                   (219)
   Loss of significant influence                           (2 602)               -                     -
   Partial disposal of interest in associate(1)            (1 360)               (959)                 (2 421)
   Dilution (losses)/gains(2)                              (88)                  (144)                 (265)
   Closing balance                                         43 738                38 212                41 465
   1   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$3.3bn (2024: US$2.4bn and 31 March
   2025: US$6.0bn).

   2   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 2025, the impairment indicator
assessment for equity accounted investments took into consideration the
business's overall performance compared against budgets and forecasts.

 

Based on the impairment indicator assessments performed, there were no
impairment indicators identified for the group's equity accounted investments.

 

For the six months ended 30 September 2025, no impairment losses were
recognised. In the prior period, impairment losses of US$89m (31 March 2025:
US$91m) were recognised for the group's unlisted equity accounted investments
in the Prosus Ventures portfolio.

 

 

14.   Other investments and loans

 

                                                                       Six months ended                          Year ended

                                                                       30 September                              31 March
                                                                       2025                 2024                 2025

                                                                       US$'m                US$'m                US$'m
   Investments at fair value through other comprehensive income (OCI)  6 815                6 871                6 469
   Investments at fair value through profit or loss                    84                   63                   74
   Investments at amortised cost                                       46                   45                   44
   Related party loans                                                 191                  195                  197
   Total investments and loans                                         7 136                7 174                6 784
   Current portion of other investments                                (1 856)              -                    -
   Investments at fair value through OCI(1)                            (1 856)              -                    -

   Non-current portion of other investments                            5 280                7 174                6 784
   1   The significant movement in the current period relates to the loss of
   significant influence in Delivery Hero.

 

Reconciliation of investments at fair value through other comprehensive income

 

                                                        Six months ended                          Year ended

                                                        30 September                              31 March
                                                        2025                 2024                 2025

                                                        US$'m                US$'m                US$'m
   Opening balance                                      6 469                5 645                5 645
   Fair value adjustments recognised in OCI(2)          (1 556)              2 611                2 082
   Purchases/additional contributions(3)                186                  94                   268
   Disposals(4)                                         (625)                (1 471)              (1 506)
   Transfers from/(to) equity accounted investments(1)  2 336                (8)                  (20)
   Transfers from fair value through profit and loss    5                    4                    4
   Foreign currency translation effects                 -                    (4)                  (4)
   Closing balance                                      6 815                6 871                6 469
   1   The significant movement in the current period relates to the loss of
   significant influence in Delivery Hero.

   2   The significant movement in the current and prior period relates
   primarily to the revaluation of Meituan.

   3   This includes cash and non-cash purchases.

   4   The current period mainly relates to the disposal of Meituan and
   DoorDash. The prior period mainly relates to the disposal of Trip.com.

 

15.     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      Year ended

                        30 September          31 March
                        2025       2024       2025

                        US$'m      US$'m      US$'m
   Commitments          172        226        91
   Capital expenditure  -          1          -
   Service commitments  172        224        91
   Lease commitments    -          1          -

 

 

15.     Commitments and contingent liabilities continued

Litigation claims

The group has civil and labour litigation claims amounting to US$158m (2024:
US$142m and 31 March 2025: US$156m) in LatAm. These claims are still subject
to a final decision on their validity by the court.

 

Taxation matters

As a global technology investor, the group's portfolio of businesses is well
diversified by segment 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 total assessment of possible tax exposures, including interest and
potential penalties amounts to approximately US$314m (2024: US$529m and 31
March 2025: US$242m) in LatAm. The possible tax exposure includes a tax
benefit under judicial review. Accordingly, the group recognised the amount
payable to tax authorities in 'Accrued expenses' in the consolidated statement
of financial position pending the outcome of the judicial review. During the
period, this tax exposure was partially repaid, which resulted in a balance of
US$115m (2024: US$186m and 31 March 2025: US$176m) in accrued expenses, of
which US$97m was repaid to tax authorities in October 2025 (refer to note 20).

 

The remaining possible tax exposure of approximately US$199m (2024: US$343m
and 31 March 2025: US$66m) relates to various matters across the group.

 

16.     Disposal groups classified as held for sale

In August 2023, the group announced that it had reached an agreement with
Rapyd, a leading fintech service provider, to acquire the Global Payments
Organization (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
the GPO businesses in Eastern Europe and LatAm. In March 2025, the sale of the
business in LatAm was completed for proceeds of US$400m and the business in
Eastern Europe continues to be classified as held for sale. In September 2025,
the group received Polish regulatory approval and expects to complete the sale
in the second half of the financial year for US$210m.

 

In March 2025, the group classified its eMAG warehouse as held for sale due to
a reduction in operational activity in Hungary. The group is committed to
selling this asset by the end of the 2026 financial year. The group recognised
impairment losses of US$13m

(31 March 2025: US$nil) related to the warehouse.

 

In March 2023, the group announced the decision to exit the OLX Autos business
unit. The exit process was being executed for each operation within the
business unit in its local market. In the current period, the group exited the
last operation in this business unit.

The loss on disposal, including the reclassification of accumulated foreign
currency translation losses, was not material. The group recognised no
impairment losses (31 March 2025: US$84m) related to this disposal group.

 

 

16.     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                            Year ended

                                                   30 September                                31 March
                                                   2025                  2024                  2025

                                                   US$'m                 US$'m                 US$'m
   Assets                                          649                   906                   698
   Property, plant and equipment                   96                    23                    113
   Goodwill                                        22                    52                    29
   Other intangible assets                         -                     3                     3
   Deferred taxation assets                        -                     3                     -
   Inventory                                       -                     12                    14
   Trade and other receivables                     139                   283                   159
   Cash and cash equivalents(1)                    392                   530                   380
   Liabilities                                     504                   750                   523
   Capitalised finance leases                      1                     11                    10
   Deferred taxation liabilities                   -                     2                     -
   Long-term liabilities                           1                     2                     1
   Provisions                                      -                     1                     8
   Trade payables                                  2                     21                    22
   Accrued expenses and other current liabilities  500                   713                   482

   1   Included in cash and cash equivalents is restricted cash held on behalf
   of customers.

 

17.     Equity compensation benefits

Liabilities arising from cash-settled share-based payment transactions

Reconciliation of the cash-settled share-based payment liability is as
follows:

 

                                                                        Six months ended      Year ended

                                                                        30 September          31 March
                                                                        2025       2024       2025

                                                                        US$'m      US$'m      US$'m
   Opening balance                                                      414        512        512
   SAR scheme charge per the income statement                           46         14         132
   Employment-linked put option charge per the income statement         -          -          1
   Additions                                                            -          1          3
   Settlements                                                          (127)      (137)      (200)
   Transferred to liabilities classified as held for sale               -          -          (1)
   Other                                                                -          (23)       -
   Foreign currency translation effects                                 12         (17)       (33)
   Closing balance                                                      345        350        414
   Less: Current portion of cash-settled share-based payment liability  (324)      (333)      (379)
   Non-current portion of cash-settled share-based payment liability    21         17         35

 

 

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 2025. There have been no material changes in the
group's credit, liquidity, market risks or key inputs used in measuring fair
value since 31 March 2025.

 

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 2025 using:
                                                                        Carrying          Quoted prices     Significant       Significant

                                                                        value             in active         other             unobservable

                                                                        US$'m             markets for       observable        inputs

                                                                                          identical         inputs            (level 3)

                                                                                          assets            (level 2)         US$'m

                                                                                          or liabilities    US$'m

                                                                                          (level 1)

                                                                                          US$'m
     Assets
     Financial assets at fair value through other comprehensive income  6 815             5 885             -                 930
     Financial assets at fair value through profit or loss              84                -                 -                 84
     Forward exchange contracts                                         1                 -                 1                 -
     Cash and cash equivalents(1)                                       2 552             -                 2 552             -
     Liabilities
     Forward exchange contracts                                         4                 -                 4                 -
     Earn-out obligations                                               51                -                 -                 51
     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 ratings
     agencies.

 

                                                                      Fair value measurements at 31 March 2025 using:
                                                                      Carrying          Quoted prices     Significant       Significant

                                                                      value             in active         other             unobservable

                                                                      US$'m             markets for       observable        inputs

                                                                                        identical         inputs            (level 3)

                                                                                        assets            (level 2)         US$'m

                                                                                        or liabilities    US$'m

                                                                                        (level 1)

                                                                                        US$'m
   Assets
   Financial assets at fair value through other comprehensive income  6 469             5 420             -                 1 049
   Financial assets at fair value through profit or loss              74                -                 -                 74
   Forward exchange contracts                                         1                 -                 1                 -
   Cash and cash equivalents(1)                                       465               -                 465               -
   Liabilities
   Forward exchange contracts                                         28                -                 28                -
   Earn-out obligations                                               5                 -                 -                 5
   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 ratings
   agencies.

 

 

18.     Financial instruments continued

There was a transfer of US$203m from level 3 to level 1 (31 March 2025:
US$nil), a transfer of US$18m from an investment in associate to level 3 and a
transfer of US$5m from an investment measured at fair value through profit or
loss. In addition, there was a transfer of US$25m from level 3 to an
investment in associate (31 March 2025: there was a transfer of US$20m from
level 3 to investments in associates and a transfer of US$4m from level 3 to
investments at fair value through profit or loss). 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 measurement

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 funds held with major banking groups and high-quality institutions that
have AAA money market fund credit ratings from internationally recognised
ratings 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 condensed consolidated income statement.

 

Financial assets at fair value - relates 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.

 

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 the
most recent funding transactions for these investments, a discounted cash flow
calculation (DCF) or a market approach using market multiples. At 30 September
2025, the group used the fair values of these investments at 31 March 2025, as
there were no significant changes in the underlying equity investments that
suggested that the fair value had changed.

 

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.

 

 

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 continued

The following table shows a reconciliation of the group's level 3 financial
instruments:

 

                                                                        30 September 2025
                                                                        Financial   Financial   Earn-out

                                                                        assets at   assets at   obligations

                                                                        FVOCI(1)    FVPL(2)     US$'m

                                                                        US$'m       US$'m
   Balance at 1 April 2025                                              1 049       74          (5)
   Additions                                                            99          15          (51)
   Total gains recognised in other comprehensive income                 70          -           -
   Settlements/disposals                                                (82)        -           5
   Transfers between levels                                             (203)       -           -
   Transfer from investments in associates                              18          -           -
   Transfer from/(to) investments at fair value through profit or loss  5           (5)         -
   Transfer to investments in associates                                (25)        -           -
   Foreign currency translation effects                                 (1)         -           -
   Balance at 30 September 2025                                         930         84          (51)

 

                                                            31 March 2025
                                                            Financial            Financial            Earn-out

                                                            assets at            assets at            obligations

                                                            FVOCI(1)             FVPL(2)              US$'m

                                                            US$'m                US$'m
     Balance at 1 April 2024                                837                  48                   (4)
     Additions                                              270                  30                   -
     Total losses recognised in the income statement        -                    -                    (1)
     Total losses recognised in other comprehensive income  (23)                 -                    -
     Settlements/disposals                                  (15)                 -                    -
     Transfers from/(to) investments at FVPL                4                    (4)                  -
     Transfers to investments in associates                 (20)                 -                    -
     Foreign currency translation effects                   (4)                  -                    -
     Balance at 31 March 2025                               1 049                74                   (5)
     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 are a reasonable approximation of
their fair values, except for the publicly traded bonds detailed below:

 

                          30 September 2025     31 March 2025
   Financial liabilities  Carrying   Fair       Carrying  Fair

                          value      value      value     value

                          US$'m      US$'m      US$'m     US$'m
   Publicly traded bonds  16 507     14 737     15 380    13 141

 

The fair values of the publicly traded bonds have been determined with
reference to the listed prices of the instruments as at the end of the
reporting period. As the instruments are not actively traded, this is a level
2 disclosure. The publicly traded bonds are listed on the Irish Stock Exchange
(Euronext Dublin).

 

 

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 equity
accounted investments. 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                   Year

                                                          ended                        ended

                                                          30 September                 31 March

                                                          2025                         2025

                                                          US$'m                        US$'m
   Sale of goods and services to related parties(1)
   Zitec Com SRL                                          -                            13
   MIH Holdings Proprietary Limited                       3                            5
   Bom Negócio Atividades de Internet Ltda (OLX Brasil)   12                           19
   Various other related parties                          3                            8
                                                          18                           45
   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 equity accounted investments and subsidiaries of Naspers
   outside of the group.

 

                                              Six months                  Year

                                              ended                        ended

                                              30 September                31 March

                                              2025                        2025

                                              US$'m                       US$'m
   Services received from related parties(1)
   MIH Holdings Proprietary Limited           7                           15
   Zitec Com SRL                              1                           2
   Various other related parties              1                           -
                                              9                           17
   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 controlling parent,
   Naspers.

 

During the current period, the group recharged US$3m (31 March 2025: US$5m) to
Naspers companies in respect of services performed on their behalf. In
addition, Naspers recharged costs of US$7m (31 March 2025: US$15m) to the
group's companies.

 

 

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.

 

The balances of receivables and payables between the group and related parties
are as follows:

 

                                                                 Six months                   Year

                                                                  ended                        ended

                                                                 30 September                 31 March

                                                                 2025                         2025

                                                                 US$'m                        US$'m
   Loans and receivables(1)
   MIH Ecommerce Holdings Proprietary Limited                    25                           10
   MIH Holdings Proprietary Limited                              3                            1
   Bom Negócio Atividades de Internet Limitada (OLX Brasil)(2)   167                          164
   MIH Internet Holdings B.V. Share Trust(3)                     -                            9
   Prosus NV Share Option Trust(3)                               8                            13
   GoodGuyz Investments B.V.                                     4                            7
   Endowus Technologies PTE Ltd                                  12                           12
   Various other related parties                                 11                           11
   Less: Allowance for impairment of loans and receivables(4)    -                            -
   Total related party receivables                               230                          227
   Less: Non-current portion of related party receivables        (191)                        (197)
   Current portion of related party receivables                  39                           30
   Payables
   MIH Holdings Proprietary Limited                              7                            2
   Zitec Com SRL                                                 3                            3
   Various other related parties                                 8                            2
   Total related party payables                                  18                           7
   Less: Non-current portion of related party payables           (8)                          (2)
   Current portion of related party payables                     10                           5
   Dividend payable
   Naspers Limited                                               220                          113
   Total dividend payable included in current liabilities        220                          113
   1   The group provides services and loan funding to a number of its related
   parties. The nature of these related party relationships are that of equity
   accounted investments.

   2   The loan is repayable by October 2035 and interest is charged annually
   at SELIC + 2%. Interest income of US$12m (31 March 2025: US$19m) was
   recognised in the current year.

   3   Relates to related party loan-funding provided to Naspers group share
   trust for equity compensation plans. The loan was interest-free and repayable
   in 2032, 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.

 

Transactions with key management personnel

During the current period, there were no purchases of goods and services from
key management (31 March 2025: US$nil).

 

Put option arrangement with group chief executive

Fabricio Bloisi, the group's chief executive, is a non-controlling shareholder
and founder of the group's food holding company (Movile Mobile Commerce
Holdings B.V.) and has a 3.2% (31 March 2025: 3.4%) ownership interest. The
non-controlling shareholders of Movile Mobile Commerce Holdings B.V. have
written put option rights for their respective ownership interests. During the
current period, Fabricio sold a portion of his interest to the group for
US$24m. The group recognises a written put option liability for these
non-controlling shareholders in the 'Other non-current liabilities'.
Fabricio's share of this liability is US$324m (31 March 2025: US$306m).

 

 

20.     Events after the reporting period

As part of the open-ended share-repurchase programme announced in June 2022,
Prosus acquired 7 921 404 Prosus ordinary shares N for US$553m and Naspers
acquired 3 953 548 Naspers N ordinary shares for US$286m between October and
19 November 2025. Furthermore, Naspers disposed of 3 441 169 Prosus ordinary
shares N for US$240m between October and 19 November 2025. The group will
account for this transaction in the same manner that it was accounted for in
the period ended 30 September 2025.

 

The group sold 7 089 300 shares of Tencent Holdings Limited (Tencent) between
October and 19 November 2025, yielding US$586m
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.

 

In August, the European Commission approved the group's acquisition of Just
Eat Takeaway.com (JET). This was the final regulatory approval needed to close
the offer. The transaction became unconditional on 1 October 2025, after the
successful share offer tender period, during which 90.13% of the issued shares
were tendered. Simultaneously, shareholders who did not tender their shares
during the offer period had the opportunity to tender their shares during the
post-closing acceptance period, which ended on 16 October 2025, resulting in
an additional 8.06% of the shares being tendered. The group therefore acquired
and settled 98.19% of the shares of JET and initiated statutory squeeze-out
proceedings to acquire 100% of the shares.

 

The above transactions are considered linked and in contemplation of each
other therefore the acquisition date of JET is 6 October 2025, following the
settlement of 90.13% of the shares that resulted in the group controlling the
entity. The transaction price was approximately €4.2bn (US$4.9bn), including
additional settlement arrangements in accordance with the closing conditions.
Due to the magnitude and nature of this investment, the purchase price
allocation was incomplete by the date of issue of these condensed consolidated
interim financial statements. Accordingly, the group could not disclose the
fair value of the identifiable assets and liabilities, including the factors
that make up goodwill. This information will be disclosed in the next
reporting period.

 

In addition, subsequent to the acquisition above, JET offered its convertible
bond holders to tender their bonds for repurchase for cash. The expiration
deadline for the tender offer was 9 October 2025. As at the expiration
deadline, JET received valid tenders of €788m (US$925m), which was settled
in cash.

 

In September, the group, through its subsidiary OLX, entered into an agreement
to acquire La Centrale, a leading French autos classifieds platform, from
Providence Equity Partners L.L.C. for €1.1bn (US$1.3bn). The transaction
closed in November following the completion of a customary employee
consultation process. The purchase price allocation was incomplete by the date
of issue of these financial statements. Accordingly, the group could not
disclose the fair value of the identifiable assets and liabilities, including
the factors that make up goodwill. This information will be disclosed in the
next reporting period.

 

In October, the group sold a portion of its shareholding in Meituan for
US$300m. Accumulated fair value gains related to these shares sold will be
reclassified from the valuation reserve to retained earnings within equity and
will be disclosed in the financial results for the year ended 31 March 2026.
The remaining investment continues to be classified at fair value through
other comprehensive income.

 

In October, the group sold 100% of OLX Kazakhstan, the group's Kazakh online
classifieds business, for a total consideration of US$75m. The business was
sold to VEON Ltd, a global digital operator. The transaction is subject to
regulatory approvals and customary closing conditions.

 

In October, the group repaid US$97m to tax authorities in Brazil. This was
previously accrued for as a tax exposure. Refer to note 15.

 

In October and November, the group acquired an additional investment in
Rapido, a ride-hailing platform in India for US$67m. The investment increased
the group's interest to approximately 10.2% (9.6% on a fully diluted basis).
Investment will continue to be accounted for at fair value through other
comprehensive income.

 

In October and November, the group acquired approximately 16.2% interest
(15.4% on a fully diluted basis ) in La Travenues Technology (Ixigo), India's
online travel booking platform for US$222m. The group will recognise this
investment as an equity accounted associate as a result of its right of
appointment on the board of directors.

 

 

Independent auditor's review report

 

To the Shareholders and Board of directors of Prosus N.V.

 

Our conclusion

We have reviewed the condensed consolidated interim financial information for
the 6-months period ended 30 September 2025 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 for the

6-months period ended 30 September 2025 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 2025.

·   The condensed consolidated income statement for the period from 1 April
2025 to 30 September 2025.

·   The condensed consolidated statement of comprehensive income for the
period from 1 April 2025 to 30 September 2025.

·   The condensed consolidated statement of changes in equity for the
period from 1 April 2025 to 30 September 2025.

·   The condensed consolidated statement of cash flows for the period from
1 April 2025 to 30 September 2025.

·   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.

 

Responsibilities of the Board of directors 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.

 

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 review 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:

·   Updating our 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.

 

Deloitte Accountants

B.V. I.A. Buitendijk

 

Amsterdam

22 November 2025

Other information to the condensed consolidated interim financial statements

for the six months ended 30 September 2025

 

Reconciliation of financial alternative performance measures

Core headline earnings

A reconciliation of net profit attributable to shareholders to core headline
earnings is outlined below.

 

Reconciliation of core headline earnings

 

                                                                            Six months ended      Year ended

                                                                            30 September          31 March
                                                                            2025       2024       2025

                                                                            US$'m      US$'m      US$'m
 Headline earnings from continuing operations (refer to note 11)            2 680      2 636      6 201
 Adjusted for:
 Equity-settled share-based payment expenses                                558        469        981
 Remeasurement of cash-settled share-based incentive expenses               (16)       (29)       35
 Amortisation of other intangible assets                                    292        249        517
 Fair value adjustments and currency translation differences                414        247        (364)
 Retention option expense                                                   1          (63)       (62)
 Transaction-related costs                                                  71         33         62
 Core headline earnings from continuing operations                          4 000      3 542      7 370
 Per share information for the period for continuing operations (US cents)
 Core headline earnings per ordinary share N(1)                             179        144        306
 Diluted core headline earnings per ordinary share N(2)                     177        143        303
 Per share information for the period for total operations (US cents)
 Core headline earnings per ordinary share N(1)                             178        143        303
 Diluted core headline earnings per ordinary share N(2)                     176        142        300
 1   Core headline earnings per share is based on the weighted average number
 of shares taking into account the group's share-repurchase programme.

 2   The diluted core headline earnings per share include a decrease of
 US$38m (2024: US$38m and 31 March 2025: US$90m) relating to the future
 dilutive impact of potential ordinary shares issued by equity accounted
 investees.

 

                                                                    Six months ended      Year ended

                                                                    30 September          31 March
                                                                    2025       2024       2025

                                                                    US$'m      US$'m      US$'m
 Headline earnings from discontinued operations (refer to note 11)  (15)       (22)       (42)
 Adjusted for:
 Fair value adjustments and currency translation differences        1          -          -
 Core headline earnings from discontinued operations                (14)       (22)       (42)
 Per share information
 Core headline earnings per ordinary share N (US cents)             (1)        (1)        (2)
 Diluted core headline earnings per ordinary share N (US cents)     (1)        (1)        (2)

 

 

Reconciliation of financial alternative performance measures continued

Core headline earnings continued

Equity accounted results

The group's equity accounted investments contributed to the condensed
consolidated interim financial statements as follows:

 

                                                                    Six months ended      Year ended

                                                                    30 September          31 March
                                                                    2025       2024       2025

                                                                    US$'m      US$'m      US$'m
 Share of equity accounted results from continuing operations       3 156      2 468      5 703
 Sale of assets                                                     -          1          2
 Gains on acquisitions and disposals                                (4)        (87)       (279)
 Impairment of investments                                          (186)      171        369
 Contribution to headline earnings from continuing operations       2 966      2 553      5 795
 Amortisation of other intangible assets                            254        230        484
 Equity-settled share-based payment expenses                        558        467        979
 Fair value adjustments and currency translation differences        (38)       101        (313)
 Acquisition-related costs                                          (1)        27         40
 Contribution to core headline earnings from continuing operations  3 739      3 378      6 985
 Tencent                                                            3 843      3 571      7 263
 Delivery Hero                                                      (9)        (109)      (151)
 Other                                                              (95)       (84)       (127)

 

The group applies an appropriate lag period of not more than three months in
reporting the results of equity accounted investments.

 

Growth in local currency, excluding acquisitions and disposals

The group applies certain adjustments to segmental revenue, aEBITDA and aEBIT
(previously 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. From April
2025, the group included aEBITDA in this growth analysis to provide further
analysis for the metric. 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$)          2025       2024
 South African rand (ZAR)      0.0558     0.0550
 Euro (EUR)                    1.1547     1.0869
 Chinese yuan renminbi (RMB)   0.1393     0.1393
 Brazilian real (BRL)          0.1808     0.1832
 Indian rupee (INR)            0.0115     0.0120
 Polish zloty (PLN)            0.2708     0.2530
 British pound sterling (GBP)  1.3445     1.2866
 Turkish lira (TRY)            0.0249     0.0302
 Hungarian forint (HUF)        0.0029     0.0028

 

 

Reconciliation of financial alternative performance measures continued

Growth in local currency, excluding acquisitions and disposals continued

·   Adjustments made for changes in the composition of the group relate to
acquisitions, mergers and disposals of subsidiaries. For acquisitions,
adjustments are made to remove the revenue, aEBITDA and aEBIT 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 aEBIT information relating to the same number of
months. For mergers, adjustments are made to include a portion of the prior
period's revenue and aEBIT of the entity acquired as a result of a merger. For
disposals, adjustments are made to remove the revenue and aEBIT of the
disposed entity from the previous reporting period to the extent that there is
no comparable revenue or aEBIT information in the current period and, in
subsequent reporting periods, to ensure that the previous reporting period
does not contain revenue and aEBIT information relating to the disposed
business.

 

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 2025 to 30 September 2025

 

 Transaction                                           Basis of accounting  Acquisition/Disposal
 Acquisition of Despegar                               Subsidiary           Acquisition
 Acquisition of the group's interest in Mindgate       Subsidiary           Acquisition
 Acquisition of the group's interest in Paynet         Subsidiary           Acquisition
 Acquisition of the group's interest in E-Deploy       Subsidiary           Acquisition
 Acquisition of the group's interest in Saipos         Subsidiary           Acquisition
 Acquisition of the group's interest in OPDV           Subsidiary           Acquisition
 Acquisition of the group's interest in Allpacka       Subsidiary           Acquisition
 Acquisition of the group's interest in Sprinter       Subsidiary           Acquisition
 Acquisition of the group's interest in Furgefutar.HU  Subsidiary           Acquisition
 Disposal of the group's interest in GPO MEA           Subsidiary           Disposal
 Disposal of the group's interest in GPO LatAm         Subsidiary           Disposal
 Disposal of the group's interest in Tazz              Subsidiary           Disposal
 Disposal of the group's interest in Afterverse        Subsidiary           Disposal
 Disposal of the group's interest in OLX Chile         Subsidiary           Disposal
 Disposal of the group's interest in OLX Colombia      Subsidiary           Disposal
 Disposal of the group's interest in OLX Mexico        Subsidiary           Disposal
 Disposal of the group's interest in OLX Kiwi Finance  Subsidiary           Disposal

 

The net adjustment made for all acquisitions and disposals on continuing
operations that took place during the period ended 30 September 2025 amounted
to a positive adjustment of US$238m on revenue, a positive adjustment of
US$33m on aEBITDA and a positive adjustment of US$21m on aEBIT.

 

The group's growth analysis below has been presented in accordance with the
new segmental organisational structure disclosed in note 5 of the condensed
consolidated interim financial statements.

 

 

Reconciliation of financial alternative performance measures continued

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
                                          2024     2025          2025          2025         2025       2025     2025       2025
                                          A        B             C             D            E          F(1)     G(2)       H(3)
 Consolidated revenue                     IFRS 8   Group         Group         Foreign      Local      IFRS 8   Local      IFRS 8

                                          US$'m    composition   composition   currency     currency   US$'m    currency   change

                                                   disposal      acquisition   adjustment   growth              growth     %

                                                   adjustment    adjustment    US$'m        US$'m               change

                                                   US$'m         US$'m                                          %
 Continuing operations
 Ecommerce                                2 963    (159)         397           23           399        3 623    14         22
 LatAm                                    674      (10)          308           (12)         230        1 190    35         77
 iFood                                    674      (10)          6             (12)         230        888      35         32
 Core food delivery                       563      (40)          -             (9)          127        641      24         14
 Pago                                     68       30            -             (2)          94         190      96         >100
 Other                                    43       -             6             (1)          9          57
 Despegar                                 -        -             302           -            -          302
 Europe                                   1 640    (27)          69            38           90         1 810    6          10
 OLX                                      389      (2)           -             22           64         473      17         22
 eMAG                                     1 131    (25)          10            48           (34)       1 130    (3)        -
 eMAG Romania                             715      -             -             30           (26)       719      (4)        1
 Other                                    416      (25)          10            18           (8)        411
 iyzico                                   120      -             59            (32)         60         207      50         73
 India                                    332      -             21            (14)         58         397      17         20
 PayU India                               332      -             21            (14)         58         397      17         20
 India Payments                           250      -             21            (10)         40         301      16         20
 India Credit                             82       -             -             (4)          18         96       22         17

 Other Ecommerce                          317      (122)         (1)           11           21         226      11         (29)
 GPO                                      185      (79)          -             8            6          120      6          (35)
 GoodHabitz                               28       -             -             2            -          30       -          7
 Stack Overflow                           57       -             -             -            8          65       14         14
 Other                                    47       (43)          (1)           1            7          11

 Corporate segment                        -        -             -             -            -          -
 Group consolidated                       2 963    (159)         397           23           399        3 623    14         22
 1        A + B + C + D + E.         2   [E/(A + B)] x 100.
           3   [(F/A) - 1] x 100.

 

 

 

Reconciliation of financial alternative performance measures continued

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
                                        2024    2025          2025          2025         2025       2025    2025       2025
                                        A       B             C             D            E          F(1)    G(2)       H(3)
 Consolidated aEBIT                     IFRS 8  Group         Group         Foreign      Local      IFRS 8  Local      IFRS 8

                                        US$'m   composition   composition   currency     currency   US$'m   currency    change

                                                disposal      acquisition   adjustment   growth             growth     %

                                                adjustment    adjustment    US$'m        US$'m               change

                                                US$'m         US$'m                                         %
 Continuing operations
 Ecommerce                              203     (5)           26            9            167        400     84         97
 LatAm                                  98      (2)           23            (3)          73         189     76         93
 iFood                                  98      (2)           (2)           (3)          73         164     76         67
 Core food delivery                     159     -             -             (4)          46         201     29         26
 Pago                                   (3)     (2)           -             -            -          (5)     -          (67)
 Other                                  (58)    -             (2)           1            27         (32)
 Despegar                               -       -             25            -            -          25
 Europe                                 129     7             3             10           68         217     50         68
 OLX                                    129     -             -             10           66         205     51         59
 eMAG                                   (7)     7             -             -            5          5       >100       >100
 eMAG Romania                           31      -             -             1            (16)       16      (52)       (48)
 Other                                  (38)    7             -             (1)          21         (11)
 iyzico                                 7       -             3             -            (3)        7       (43)       -
 India                                  (33)    -             1             -            17         (15)    52         55
 PayU India                             (33)    -             1             -            17         (15)    52         55
 India Payments                         (14)    -             1             -            4          (9)     29         36
 India Credit                           (19)    -             -             -            13         (6)     68         68

 Other Ecommerce                        9       (10)          (1)           2            9          9       >100       -
 GPO                                    17      (8)           -             1            (3)        7       (33)       (59)
 GoodHabitz                             (2)     -             -             1            2          1       100        >100
 Stack Overflow                         (7)     -             -             -            10         3       >100       >100
 Other                                  1       (2)           (1)           -            -          (2)

 Corporate segment                      (143)   -             -             -            (7)        (150)   (5)        (5)
 Group consolidated                     60      (5)           26            9            160        250     >100       >100
 1   A + B + C + D + E.         2   [E/(A + B)] x 100.
           3   [(F/A) - 1] x 100.

 

 

 

Reconciliation of financial alternative performance measures continued

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
                                        2024    2025          2025          2025         2025       2025    2025       2025
                                        A       B             C             D            E          F(1)    G(2)       H(3)
 Consolidated aEBITDA                   IFRS 8  Group         Group         Foreign      Local      IFRS 8  Local      IFRS 8

                                        US$'m   composition   composition   currency     currency   US$'m   currency    change

                                                disposal      acquisition   adjustment   growth             growth     %

                                                adjustment    adjustment    US$'m        US$'m               change

                                                US$'m         US$'m                                         %
 Continuing operations
 Ecommerce                              312     (9)           42            10           175        530     58         70
 LatAm                                  117     (2)           36            (3)          74         222     64         90
 iFood                                  117     (2)           (2)           (3)          74         184     64         57
 Core food delivery                     161     -             -             (4)          47         204     29         27
 Pago                                   (3)     (2)           -             -            1          (4)     20         (33)
 Other                                  (41)    -             (2)           1            26         (16)
 Despegar                               -       -             38            -            -          38
 Europe                                 191     6             4             12           74         287     38         50
 OLX                                    152     -             -             12           67         231     44         52
 eMAG                                   29      6             -             2            8          45      23         55
 eMAG Romania                           37      -             -             1            (6)        32      (16)       (14)
 Other                                  (8)     6             -             1            14         13
 iyzico                                 10      -             4             (2)          (1)        11      (10)       10
 India                                  (19)    -             2             -            16         (1)     84         95
 PayU India                             (19)    -             2             -            16         (1)     84         95
 India Payments                         (3)     -             2             -            3          2       100        >100
 India Credit                           (16)    -             -             -            13         (3)     81         81

 Other Ecommerce                        23      (13)          -             1            11         22      >100       (4)
 GPO                                    19      (10)          -             -            (2)        7       (22)       (63)
 GoodHabitz                             1       -             -             1            3          5       >100       >100
 Stack Overflow                         -       -             -             -            9          9       >100       >100
 Other                                  3       (3)           -             -            1          1
 Corporate segment                      (99)    -             -             -            (8)        (107)   (8)        (8)
 Group consolidated                     213     (9)           42            10           167        423     82         99
 1   A + B + C + D + E.         2   [E/(A + B)] x 100.
           3   [(F/A) - 1] x 100.

 

Reconciliation of cash generated from operations to free cash flow(1)

                                                       Six months ended      Year ended

                                                       30 September          31 March
                                                       2025       2024       2025

                                                       US$'m      US$'m      US$'m
 Cash generated from operations                        23         146        599
 Transaction-related costs                             41         5          19
 Capital expenditure                                   (55)       (54)       (102)
 Capital finance leases repaid - gross                 (34)       (29)       (56)
 Dividends received from equity accounted investments  1 237      1 001      1 001
 Taxation paid                                         (134)      (99)       (153)
 Taxation credits                                      67         (53)       (28)
 Merchant cash (receivable)/payables                   151        (20)       (261)
 Free cash flow(1)                                     1 296      897        1 019
 1   Refer to the glossary for an explanation of the group's alternative
 performance measures.

 

 

Financial alternative performance measures glossary

for the six months ended 30 September 2025

 

The Naspers and Prosus groups (collectively referred to as the group)
discloses various alternative performance measures (APMs) in their condensed
consolidated interim financial statements (growth in local currency, excluding
acquisitions and disposals, on a consolidated basis, relating to both
segmental revenue, aEBIT, aEBITDA; core headline earnings; and diluted core
headline earnings disclosure on a per share basis for continuing operations,
discontinuing operations and total operations; reconciliation of earnings to
core headline earnings; and reconciliation of cash generated from operations
to free cash flow) on which an assurance report on the compilation of the pro
forma financial information has been obtained from another assurance provider.
Their unmodified report has been issued and is available for inspection at the
group's registered office.

 

In the analysis of the group's financial performance, certain information
disclosed in the condensed consolidated interim financial statements may be
prepared on a non-IFRS basis or has been derived from amounts calculated in
accordance with IFRS but are not themselves an expressly permitted IFRS
measure. These measures are reported in line with the way in which financial
Information is analysed by management and designed to increase comparability
of the group's period-on-period financial position, based on its operational
activity. They are not uniformly defined or used by other entities outside of
the group and may not be comparable with similar measures provided by other
entities.

 

The alternative performance measures are the responsibility of the board of
directors of the group.

 

The key alternative performance measures presented by the group are listed
below:

 

 Term/acronym                                                                       Description                                                                          Relevance
 aEBITDA                                                                            Adjusted EBITDA represents operating profit/loss, as adjusted to exclude:            The group utilises this as an additional measure to analyse operational

                                                                                    activity and profitability of the group's businesses.
                                                                                    (i) depreciation; (ii) amortisation; (iii) retention option expenses linked to
                                                                                    business combinations; (iv) other losses/gains - net, which includes dividends
                                                                                    received from investments, profits and losses on sale of assets, fair value
                                                                                    adjustments of financial instruments, impairment losses, gains or losses on
                                                                                    settlement of liabilities; (v) all cash-settled and equity-settled share-based
                                                                                    compensation expenses, including those transactions with non-controlling
                                                                                    shareholders that are linked to the ongoing employment of those shareholders
                                                                                    as part of the group's investments in companies.
 aEBIT                                                                              aEBIT represents operating profit/loss, as adjusted to exclude: (i)                  aEBIT is a non-IFRS measure that refers to adjusted EBITDA adjusted for
                                                                                    amortisation of intangible assets recognised in business combinations and            depreciation, amortisation of software and interest on capitalised lease
                                                                                    acquisitions, as these expenses are not considered operational in nature; (ii)       liabilities. It is considered a useful measure to analyse operational
                                                                                    retention option expenses linked to business combinations; (iii) other               profitability within the group by the group's CODM.
                                                                                    losses/gains - net, which includes dividends received from investments,
                                                                                    profits and losses on sale of assets, fair value adjustments of financial
                                                                                    instruments, impairment losses, compensation received from third parties for
                                                                                    property, plant and equipment impaired, lost or stolen, and gains or losses on
                                                                                    settlement of liabilities; (iv) transactions that IFRS treats as cash-settled
                                                                                    share-based compensation expense which are with fellow shareholders and are
                                                                                    related to put and call options granted and linked to the ongoing employment
                                                                                    of those shareholder's as part of the group's investments in companies; and
                                                                                    (v) subsequent fair value remeasurement of cash-settled share-based
                                                                                    compensation expenses, equity-settled share-based compensation expenses for
                                                                                    group share option schemes as well as those deemed to arise on shareholder
                                                                                    transactions (but not excluding share-based payment expenses for which the
                                                                                    group has a cash cost on settlement with participants).
 aEBIT margin                                                                       aEBIT divided by revenue.                                                            It is considered a useful measure to analyse operational profitability.
 Central cash                                                                       Cash held by group corporate companies at a head office level.                       It is considered a measure to understand how much cash is available at a
                                                                                                                                                                         central level to be utilised for investment, operational, distribution or debt
                                                                                                                                                                         repayments purposes.
 Core headline earnings                                                             Core headline earnings represent headline earnings, excluding certain                We reflect core headline earnings as the group's indicator of its post-tax
                                                                                    non-operating items. Specifically, headline earnings are adjusted for the            operating performance, which adjusts for non-operating items.
                                                                                    following items to derive core headline earnings: (i) equity-settled
                                                                                    share-based payment expenses on transactions where there is no cash cost to
                                                                                    the group. 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 instruments and
                                                                                    unrealised currency translation differences, as these items obscure the
                                                                                    group's 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 the group's
                                                                                    composition and are not reflective of the group's underlying operating
                                                                                    performance; and (vii) the amortisation of intangible assets recognised in
                                                                                    business combinations and acquisitions as these expenses are not considered
                                                                                    operational in nature. These adjustments are made to the earnings of
                                                                                    businesses controlled by the group as well as the group's share of earnings of
                                                                                    associates and joint ventures, to the extent that the information is
                                                                                    available.
 Free cash flow                                                                     Free cash flow represents cash generated from operations adjusted for                Free cash flow reflects an important way of viewing our cash generation that
                                                                                    transaction-related costs, specific working capital adjustments that are not         the board believes is useful to investors because it represents cash flows
                                                                                    directly related to our operational activities, plus dividends received,             that could be used for distribution of dividends, repayment of debt (including
                                                                                    minus: (i) capital leases repaid (gross); and (ii) cash taxation paid,               interest thereon) or to fund our strategic initiatives, including
                                                                                    excluding tax paid of a capital nature. Free cash flow reflects an additional        acquisitions, if any.
                                                                                    way of viewing our liquidity that the board believes is useful to investors
                                                                                    because it represents cash flows that could be used for distribution of
                                                                                    dividends, repayment of debt (including interest thereon) or to fund our
                                                                                    strategic initiatives, including acquisitions, if any.
 Gross bookings                                                                     Gross bookings represent the total value of all contracts or orders signed in        It is considered a key performance metric that reflects the total sales volume
                                                                                    a given period in the travel business, before any deductions for                     and revenue growth of the travel business.
                                                                                    cancellations, refunds, or other adjustments.
 Gross merchandise value (GMV)                                                      A measure of the growth of a business determined by the total value of               It is considered a measure to analyse operational size and performance of a
                                                                                    merchandise sold over a given period through a consumer-to-consumer (C2C) or         business in our food, etail and other businesses.
                                                                                    business-to-consumer (B2C) platform.

 Growth in local currency, excluding acquisitions and disposals. Also referred      We apply certain adjustments to the segmental revenue, aEBITDA and aEBIT             The growth in local currency, excluding acquisitions and disposals provides a
 to as organic growth                                                               reported in the financial statements to present the growth in such metrics in        view of our underlying financial performance that management believes is more
                                                                                    local currency and excluding the effects of changes in our composition. Such         comparable between periods by removing the impact of changes in foreign
                                                                                    underlying adjustments provide a view of our underlying financial performance        exchange rates and changes in our group's composition, on our results.
                                                                                    that management believes is more comparable between periods by removing the
                                                                                    impact of changes in foreign exchange rates and changes in our composition on
                                                                                    our results. Such adjustments are referred to herein as 'growth in local
                                                                                    currency, excluding acquisitions and disposals'. We apply 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-EU results.

                                                                                    Adjustments made for changes in our composition relate to acquisitions,
                                                                                    mergers and disposals of subsidiaries and equity accounted investments. For
                                                                                    acquisitions, adjustments are made to remove the revenue and aEBIT 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 aEBIT information relating to the same
                                                                                    number of months. For mergers, adjustments are made to include a portion of
                                                                                    the prior period's revenue and aEBIT of the entity acquired as a result of a
                                                                                    merger. For disposals, adjustments are made to remove the revenue and aEBIT of
                                                                                    the disposed entity from the previous reporting period to the extent that
                                                                                    there is no comparable revenue or aEBIT information in the current period and,
                                                                                    in subsequent reporting periods, to ensure that the previous reporting period
                                                                                    does not contain revenue and aEBIT information relating to the disposed
                                                                                    business.
 Headline earnings                                                                  Headline earnings represent net profit for the period attributable to the            This is a JSE Listing Requirement for Naspers and is included for consistency
                                                                                    group's equity holders, excluding certain defined separately identifiable            between Naspers and Prosus.
                                                                                    remeasurements relating to, among others, impairments of tangible assets,
                                                                                    intangible assets (including goodwill) and equity accounted investments, gains
                                                                                    and losses on acquisitions and disposals of investments as well as assets,
                                                                                    dilution gains and losses on equity accounted investments, remeasurement gains
                                                                                    and losses on disposal groups classified as held for sale and remeasurements
                                                                                    included in equity accounted earnings, net of related taxes (both current and
                                                                                    deferred) and the related non-controlling interests. These remeasurements are
                                                                                    determined in accordance with Circular 1/2023, headline earnings, as issued by
                                                                                    the South African Institute of Chartered Accountants, at the request of the
                                                                                    JSE Limited in relation to the calculation of headline earnings and disclosure
                                                                                    of a detailed reconciliation of headline earnings to the earnings numbers used
                                                                                    in the calculation of basic earnings per share in accordance with the
                                                                                    requirements of IAS 33 Earnings per Share, under the JSE Listings
                                                                                    Requirements.
 HEPS                                                                               Headline earnings, as per above, on a per share basis.                               This is a JSE Listing Requirement for Naspers and is included for consistency
                                                                                                                                                                         between Naspers and Prosus.
 Take rate                                                                          A take rate refers to the fees online marketplaces or third-party service            It is considered a key revenue driver to analyse the performance of revenue
                                                                                    providers collect for enabling third-party transactions. Put simply, a take          collection within the group's online platforms.
                                                                                    rate is how much money a business makes from a transaction.
 Total payments in value (TPV)                                                      A measure of payments, net of payment reversals, successfully completed              It is considered a useful measure to analyse operational activity in our
                                                                                    through                                                                              payments service providers.

a payments platform (PayU), excluding transactions processed through gateway
                                                                                    products (ie those that link a merchant's website to its processing network
                                                                                    and enable merchants to accept credit or debit card online payments).

 

Administration and corporate information

 

 Prosus N.V.                                                                        JSE transfer secretary

 Incorporated in the Netherlands                                                    Computershare Investor Services Proprietary Limited

 (Registration number: 34099856)                                                    Rosebank Towers

 (Prosus or the group)                                                              15 Biermann Avenue

 Euronext Amsterdam and JSE share code: PRX                                         Rosebank

 ISIN: NL0013654783                                                                 Johannesburg

                                                                                    2196

 Directors and management                                                           South Africa

 JP Bekker (chair), F Bloisi (chief executive), S Dubey, HJ du Toit,                Tel: +27 (0) 86 110 0933

 CL Enenstein, M Girotra, RCC Jafta, AGZ Kemna, P Mahanyele Dabengwa, N Marais,
 D Meyer, R Oliveira de Lima, SJZ Pacak,

                                                                                  JSE sponsor
 MR Sorour, Y Xu

                                                                                  Investec Bank Limited

                                                                                  (Registration number: 1969/0047/63/06)
 Company secretary

                                                                                  PO Box 785700
 Lynelle Bagwandeen

                                                                                  Sandton
 Gustav Mahlerplein 5

                                                                                  2146
 Symphony Offices

                                                                                  South Africa
 1082 MS Amsterdam

                                                                                  Tel: +24 (0)11 286 7326
 The Netherlands

                                                                                  Fax: +27 (0)11 286 9986

 Registered office

                                                                                  ADR programme
 Gustav Mahlerplein 5

                                                                                  The Bank of New York Mellon maintains a GlobalBuyDIRECT(SM) plan for Prosus
 Symphony Offices                                                                   N.V.

 1082 MS Amsterdam                                                                  For additional information, please visit

 The Netherlands                                                                    The Bank of New York Mellon's website

 Tel: +31 20 299 9777                                                               at https://www.adrbny.com/resources/individual-investors.html or call

 www.prosus.com                                                                     Shareholder Relations at 1-888-BNY-ADRS

                                                                                    or 1-800-345-1612 or write to:

 Independent auditor                                                                The Bank of New York Mellon

 Deloitte Accountants B.V.                                                          Shareholder Relations Department - GlobalBuyDIRECT(SM)

 Gustav Mahlerlaan 2970                                                             Church Street Station

 1081 LA Amsterdam                                                                  PO Box 11258

 The Netherlands                                                                    New York

                                                                                    NY 10286-1258

 Euronext listing agent                                                             USA

 ING Bank N.V.

 Bijlmerplein 888                                                                   Attorney

 1102 MG Amsterdam                                                                  Allen & Overy Shearman Sterling LLP

 The Netherlands                                                                    Apollolaan 15

                                                                                    1077 AB Amsterdam

 Euronext paying agent                                                              The Netherlands

 ING Bank N.V.

 Bijlmerplein 888                                                                   Investor relations

 1102 MG Amsterdam                                                                  Eoin Ryan

 The Netherlands                                                                    InvestorRelations@prosus.com

                                                                                    Tel: +1 347-210-4305

 Cross-border settlement agent

 Citibank, N.A. South Africa Branch

 145 West Street

 Sandown

 Johannesburg

 2196

 South Africa

 

 

 

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.

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