Half-year Report

NASPERS

Condensed consolidated interim financial statements for the six months ended 30 September 2021

Commentary

Over the past six months the group posted a solid performance. Group revenue, measured on an economic-interest basis, grew 32% (29%) to US$17.2bn. Our Ecommerce segment revenue accelerated 60% (52%) to US$4.6bn, after strong momentum in the prior year.

Group trading profit grew 8% (9%) to US$2.9bn, reflecting continued investment to fund growth by expanding our existing platforms, and building deeper relations with customers and partners. Core headline earnings per share were 416 US cents, an increase of 11%. Additionally, we invested US$5.3bn in new acquisitions to expand our ecosystems, mainly in Edtech and Food Delivery.

These results reflect a diverse Ecommerce portfolio, which has grown significantly in value. Five years ago this portfolio, excluding Tencent, was valued by analysts at around US$13.0bn. Today that valuation is approaching US$50.0bn. We aim to increase the size of this portfolio over the coming years.

We back local entrepreneurs, invest through the economic cycle and adopt a long-term approach. This is evident in the growth of our operations and the values of investments now publicly traded. These include Tencent, Delivery Hero, VK/Mail.ru, Trip.com (MakeMyTrip and ibibo) and, most recently, Remitly, Skillsoft, Sinch, SimilarWeb and Udemy.

Over the last six months, we focused on maintaining growth and customer engagement, while leveraging increased scale to develop opportunities in adjacent products and services. We are building ecosystems with multiple customer touchpoints to improve both their experience and retention. We align technology and data with key customer needs such as convenience and ease of use. Given that long-term engagement with customers requires end-to-end capabilities, in the past six months we invested more in building products across our Ecommerce portfolio.

With momentum across core segments, we have achieved scale in several markets. Classifieds emerged from the pandemic stronger, with healthy growth at its core. We are amplifying that with a larger role in transactions. For example, OLX Autos is merging online and offline car buying and finance to build the most trusted one-stop shop for transacting in cars.

Food Delivery's performance remained strong. The scale achieved over the past 18 months has expanded the opportunity beyond delivering food from restaurants to include convenience and grocery delivery. We participated in further funding rounds in Swiggy and iFood, stepped up our investment in Delivery Hero, and invested in Flink and Oda, two young European e-grocery (online grocery orders) businesses.

In Payments and Fintech, we recently announced the acquisition of BillDesk. After regulatory approval, this will create a top 10 online payments company globally by total payment volume. We also substantially increased our scale in India, one of the fastest-growing consumer internet markets. The combined business creates a platform to pursue additional opportunities to expand into digital banking.

Edtech, our newest segment, grew well. The portfolio expanded with the acquisition of Skillsoft and its simultaneous listing, and the acquisitions of Stack Overflow and GoodHabitz. Our Edtech investments currently reach over 500 million users.

Tencent delivered strong results and remains positioned for continued growth. In April 2021, to improve our financial flexibility and reinforce our balance sheet, we sold 2% of its issued share capital, generating proceeds of US$14.6bn and reducing our holding to 28.9%. We have been investors in Tencent for over 20 years, with the only prior disposal being 2% in 2018. In both cases, proceeds were used to fund our strategic ambitions, resulting in meaningful net asset value (NAV) appreciation. The interests we acquired with proceeds from the initial sale of Tencent in 2018 include the majority of our food assets, the Avito step-up investment and the Edtech portfolio. These are growing at an internal rate of return of over 30%. We remain committed long-term investors in Tencent and have agreed not to sell any further shares for a three-year period.

The listing of Prosus in Europe gave equity and debt investors exposure to fast-growing sectors in China, India and other emerging markets. In August 2021, Prosus concluded an exchange offer for 45.8% of Naspers N ordinary shares in issue. This transaction creates a capital structure that allows the inherent value of the group to be better reflected in the share prices of Naspers and Prosus. Naspers and Prosus are now better positioned on their home exchanges. Prosus rates as a top Euro Stoxx 50 company, and its free float had doubled its effective economic interest.

The group continued to crystallise returns and return capital to shareholders. In June, we completed a US$5.0bn share purchase programme of Naspers and Prosus stock. In conjunction with the exchange offer, we also announced a further US$5.0bn share repurchase programme of Prosus stock. This is being implemented through on-market acquisitions of Prosus ordinary shares N. Up to 30 September, we paid US$1.5bn to repurchase Prosus ordinary shares N.

We aim to build on the strong momentum in our businesses. Given the significant potential we have identified, we are investing to maintain momentum and to expand reach and impact. We will continue to invest in our platforms and create ecosystems, particularly in autos transactions, credit and digital banking, and food and grocery delivery. At the same time, we are driving profitability and cash generation in more mature businesses. Our goal is to build a business that will deliver sustainable value creation over the long term for all stakeholders.

Given the wide geographical span of our operations, as well as significant mergers and acquisitions (M&A) in Ecommerce, reported earnings are materially impacted by foreign exchange movements and the effects of acquisitions and disposals. Where relevant in this report, we have adjusted for these effects. These adjustments (pro forma financial information) are quoted in brackets after the equivalent metrics reported under International Financial Reporting Standards (IFRS). These growth rates represent a comparison between the six months ended 30 September 2021 and the previous period ended 30 September 2020, unless otherwise stated. A reconciliation of pro forma financial information to the equivalent IFRS metrics is provided in the "Other information - non-IFRS financial measures and alternative performance measures" of these summarised consolidated financial statements.

FINANCIAL REVIEW

The group delivered encouraging results for the six months ended 30 September 2021. Group revenue, measured on an economic-interest basis, grew 32% (29%) to US$17.2bn. This was driven by Ecommerce revenues, which rose 60% (52%), representing an acceleration of 23 percentage points (ppt) (0ppt). Our economic-interest share in Tencent's revenue grew 24% (23%), an impressive performance given the size of its base. Group trading profit expanded 8% (9%) to US$2.9bn. Tencent's contribution to the group's trading profit improved 14% (13%).

Core headline earnings were US$1.5bn - a decrease of 6% (+4%), driven by a decrease in the economic interest in the Prosus group as well as bigger investments to grow our ecommerce ecosystems and platforms. This was partially offset by a contribution from Tencent, despite our sale of a 2% holding in that group.

On a consolidated basis, total revenue increased by US$1.0bn, or 43%, from US$2.5bn in the prior period to US$3.6bn for the six months ended 30 September 2021 - primarily due to the Classifieds segment. The operating loss increased from US$274m to US$315m as a result of investments to expand ecommerce units.

Our equity-accounted results increased with US$1.2bn, or 42%, from US$2.9bn in the prior period to US$4.1bn in the review period. The increase is driven primarily by Tencent and Delivery Hero. The equity-accounted results include investment disposal gains of US$1.1bn and net fair-value gains on financial instruments of US$993m. This was offset by the trimming of our holding in Tencent.

As a result of trimming our holding in Tencent, we recognised a gain of US$12.3bn.

Headline earnings decreased in the current period by US$391m to US$1.3bn. This was due to higher expenses for equity-settled share schemes recognised by equity-accounted investments as well as the increase in net finance cost and the increase in fair-value gains contributed by equity-accounted investments. The increase in finance cost is as a result of the issuance of new notes together with the market value premium(ie the difference between the carrying value of the bond at amortised cost and the market value of the future contractual payments) of the redemption of the 2025 and 2027 notes.

In July 2021, we raised US$4.0bn in debt from a US dollar and euro offering. Some of the net proceeds were used to settle US$1.6bn 2025 and 2027 notes. Lively investor demand for these offerings resulted in attractive pricing, and enabled us to increase our debt capacity and reduce our average funding cost. The group has no debt maturities due until 2025.

We ended the period with a strong and liquid balance sheet. We hold net cash of US$3.2bn, comprising US$13.8bn in cash and cash equivalents (including short-term cash investments), net of US$10.6bn in interest-bearing debt (excluding capitalised lease liabilities). We also hold an undrawn US$2.5bn and R4.0bn revolving credit facility. Overall, we recorded a net interest expense of US$150m for the six months.

Consolidated free cash inflow was US$48m, a decrease on the prior year's free cash inflow of US$292m. Tencent remains a meaningful contributor to our cash flow via a stable and increasing dividend stream. Dividends from Tencent of US$571m (FY21: US$458m) offset the increased capital investment in Etail and additional working capital requirements in our Etail and Classifieds segments.

There were no new or amended accounting pronouncements effective 1 April 2021 with a significant impact on the group's consolidated financial statements.

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

The following segmental reviews are prepared on an economic-interest basis (which includes consolidated subsidiaries and a proportionate consolidation of associates and joint ventures), unless otherwise stated.

SEGMENTAL REVIEW

Ecommerce

Ecommerce revenue of US$4.6bn for the period grew 60% (52%), accelerating 23ppt (0ppt) from the prior-year period. This was led by 105% (100%) growth in Classifieds, 107% (86%) in Food Delivery and 42% (44%) in Payments and Fintech.

Aggregated trading losses in our Ecommerce segments rose US$154m to US$374m after increased investment across the portfolio to capitalise on its momentum and solidify growth opportunities. This has resulted in significant NAV accretion for assets across the group's portfolio. We remain focused on building further value across our businesses and see significant upside in the new opportunities in which we have invested. Notably, these include adding the autos transaction businesses to our Classifieds operations, a broader on-demand delivery ecosystem in our Food Delivery segment, expanding into digital banking in Payments and Fintech, and in our promising new segment, Edtech. Classifieds as well as core Payments and Fintech remain profitable.

Classifieds

The Classifieds segment delivered a strong performance compared to the prior period, which was severely impacted by the global pandemic. The segment has demonstrated resilience and continues to focus on strengthening market positions in its most-mature geographies, accelerating new consumer propositions such as pay-and-ship services, increasing trust and safety across its platforms, and scaling its autos transactions business to leadership positions in the markets in which it operates. This is a continuation of our strategic agenda to develop an ecosystem of products and services to support our customers throughout their transaction journey.

Key trends continue to shape the classifieds industry. These include consumers' acceptance of fully digital solutions, verticalising horizontal platforms, facilitating third-party transactions and participants fully performing first-party transactions. Throughout this transformation, we continue to lead the way, adapting our business model and propositions accordingly.

Classifieds revenues for the six months more than doubled to US$1.3bn from US$635m in the prior period. Trading profit of US$108m was up 227% (133%) from the prior-period trading profit of US$33m, with a 3ppt margin improvement. Traffic remained stable with monthly active users of 317 million. Monthly paying listers rose 7% to 4.2 million, reflecting increased focus on monetising listers across key markets. In our autos transactional business, we reached record volumes, with 69 000 cars transacted in the six months compared to 37 000 in the prior period. We anticipate significant growth.

In Russia, Avito delivered a solid performance, raising revenues 67% to US$313m for the period, at a trading profit margin of 48%. The business recorded positive momentum across all verticals, with a standout performance and acceleration in the jobs and services vertical resulting in 108% revenue growth on strong market demand. Traffic increased 13% to 92 million monthly active users, with 1.9 million delivery transactions processed. Avito continued investing heavily in its platform with new product offerings such as pay-and-ship.

OLX Europe performed well, increasing revenue 46% (37%) to US$230m versus the prior-year period and healthy trading profit margins of 28%. Our horizontal platforms across the region grew 37% (36%) year on year, primarily due to the jobs, services and goods categories. Our autos verticals revenue continued to gain traction, growing 46%, despite still being affected by supply constraints related to Covid-19. Poland is OLX's largest market in Europe, representing 53% of total regional revenues. OLX Poland reported revenues of US$123m, up 34% (29%) from the prior period. The trading profit margin was 36% after we increased investment to scale pay-and-ship and the autos business. Europe's core Classifieds business continues to deliver a strong trading profit margin of 41%, even as it made substantial investments in pay-and-ship, where it processed 7.6 million delivery transactions for the six months and in transactional models in autos.

OLX Autos - our predominantly autos transactional business outside of Russia, Europe and Brazil, also delivered a strong financial performance, particularly in the United States (US). This was despite continued disruptions due to Covid-19 in India and Latin America (LatAm) in the first quarter. OLX Autos recorded revenue of US$605m, up 204% (213%) on the previous period. Trading losses increased by 14% (-7%) to US$57m, while the trading profit margin improved from -25% to -9%, but the business remains in investment phase as we build scale. On average, OLX Autos operated over 480 inspection centres in the six months, with the average value of cars transacted at US$9 000 (US$6 000 in FY21) and an average gross margin of 10% (12.4% in FY21).

OLX Autos includes markets still affected by Covid-19 disruptions and closures such as India, Indonesia and LatAm (mainly Chile and Mexico). This was particularly evident in the first quarter of the financial year. India and Indonesia have since recovered, and Chile has doubled its volumes. In contrast, the US business outperformed, driven by expansion to new cities and strong demand for used cars amid stimulus payments and a shortage of new cars. Volumes for the US business grew 65% compared to the prior period.

As part of building an integrated ecosystem for car transactions, OLX Autos launched consumer and dealer financing in three markets - Chile, Mexico and Colombia. The businesses will continue to focus on direct-to-consumer sales channels to improve unit economics, with acceleration plans expected in the next six months.

OLX Brasil, our 50% joint venture with Adevinta, increased revenue 147% (40%) to US$37m, with an improved trading profit of US$8m and 22% trading profit margin. Grupo ZAP has been successfully integrated, realising revenue and cost synergies. OLX Brasil continued its steady progress in the real estate vertical with the cross-selling strategy with Grupo ZAP, and gradual rollout of a triple bundle OLX/ZAP/VivaReal offering with common listing across the platforms. Real estate is the primary vertical for OLX Brasil, accounting for over 55% of total revenues. In the autos vertical, it continued to digitise the consumer journey with improved financing and insurance services.

The Classifieds segment is positioned well for organic and inorganic growth opportunities. This will strengthen its capabilities, broaden its presence, build ecosystems and enhance its technical capabilities. We continue to invest in this business, improving our competitive positioning, building strong adjacent client offerings such as pay-and-ship, and increasing scale to become the destination of choice for used cars in our autos transactions business.

Food Delivery

Our Food Delivery platforms gained scale over the past 18 months, driven by tailwinds from the pandemic. Post-Covid-19 prospects for on-demand food delivery remain positive. Growth rates for the business also remain strong, albeit slower than last year, which is particularly encouraging given the growth and scale achieved in the comparable period. To expand our business and growth prospects, we have capitalised on its increased scale and momentum by investing to build our ecosystem and expand into adjacencies.

Gross merchandise value (GMV) for the Food Delivery segment grew 80% (73%) with order growth of 70%, resulting in revenue growth of 107% (86%) for the period. Trading losses rose US$123m (US$96m) to US$312m, reflecting the increased investment noted above and higher customer-acquisition costs after lockdowns ended in our key markets.

We acquired an additional 2.5% interest in Delivery Hero on 30 September 2021 for US$936m (discussed below). We also made an additional investment of US$274m in Swiggy in April 2021, taking our effective ownership to 36%.

iFood

iFood continued to operate well in the review period, even as local authorities across Brazil lifted restrictions on restaurant dining. iFood increased GMV by 50% and revenue by 44% (38%).

In the Food Delivery business, orders grew 43% to over 300 million, reinforcing iFood's position as the leader in Brazil. During the period, iFood in Brazil continued to expand its footprint, adding coverage in 248 cities and growing its restaurant base to 294 000, up more than 10 000 from March 2021. At 30 September 2021, iFood's first-party orders in Brazil accounted for 35% of total orders and exceeded the combined volumes of its first-party competitors.

Trading losses increased US$83m (US$80m) to US$100m, driven by investment in grocery delivery, while the core Food Delivery business is close to breakeven. In the past 18 months, online grocery delivery has recorded unprecedented growth in markets around the world. In the Brazilian market, iFood is uniquely positioned to capitalise on this trend and is rolling out its best-in-class grocery-delivery service across the country. iFood ranked first among online groceries apps, resulting in some 17 million grocery orders from over 22 000 stores across 730 cities. This represents order growth of 182% versus the same period last year.

Delivery Hero

Our investment in Delivery Hero continued to deliver strong structural growth while pursuing M&A opportunities and accelerating investments in strategic opportunities such as quick commerce. Dmarts, Delivery Hero's quick commerce, now operates with 704 stores in 38 countries as the focus on speed and convenience continues to grow.

Operationally, Delivery Hero again recorded strong organic growth in the first six months of its financial year to June 2021, supplemented by the Woowa acquisition. Orders and GMV increased by 83% and 78% to €1.4bn and €16.2bn respectively. This translated into improved adjusted EBITDA/GMV margins, which improved from -3.6% in the prior period to -2.1% for the first half of this year.

In March 2021, Delivery Hero completed the Woowa acquisition with a total investment of €5.7bn. Segment revenues for Asia rose 104% and orders by 81%. The Woowa group contributed to adjusted EBITDA in the region. Net revenue and trading losses for Delivery Hero reached €2.5bn and €558m respectively, with Woowa results consolidated in the Delivery Hero group from March 2021.

In September 2021, we increased our stake in Delivery Hero to 27.4%. We believed the stock was attractively valued at the time and investing at these levels would allow us to offset any potential future dilution that may occur in the ordinary course of its operations.

Swiggy

Since the start of the financial year, Swiggy has focused on recovery by reactivating users, increasing monthly frequency, and returning user conversion to pre-Covid-19 levels. This strategy paid off as Swiggy reactivated 128 000 restaurants on the platform (100% of pre-Covid-19 level), achieved 1.59 million orders per day, and GMV of US$984m, up 69% on the comparable period. Our share of revenue was US$87m for the six months, up 61% (62%). This growth reflects higher average order values compared to pre-pandemic periods and higher revenues from delivery fees and advertising sales. Revenue grew 56% in food delivery, 91% above pre-Covid-19 levels, while groceries grew by 171% from the comparable period and 75% compared to March 2021. This was driven by higher demand during the second Covid-19 wave in India and expansion of Supr Daily and Instamart in the groceries business.

We believe Swiggy is well funded to capitalise on recent momentum and well positioned to improve its platform's competitiveness by investing in product and technology, and reinforcing its artificial intelligence capabilities.

Payments and Fintech

Our Payments and Fintech segment continued to benefit from the shift to digital payments. Revenue grew 42% (44%) to US$359m, driven largely by strong performance from the Indian payments business and a recovery in credit. Trading loss remained flat at US$31m as increased profitability in the core payment service provider (PSP) business was offset by our investment in the credit business. Our core PSP business reported a profit of US$18m, reflecting a 3ppt margin improvement for the six months.

Total payments value (TPV) reached US$35.3bn, up 49% (48%) on the prior period as faster digitisation across markets continues to benefit PayU. This was supported by a 45% increase in the number of transactions.

India, our largest market, witnessed the second wave of Covid-19 at the start of the financial year with restricted economic activities in some parts of the country. Despite lower transaction volume from segments like travel and hospitality, TPV for India grew 72% (70%) to US$18.9bn, representing a 44% compound annual growth rate (CAGR) over the last two years. This is a result of diversifying our merchant portfolio into segments such as financial services, ecommerce and bill payments, compensating for the decline in categories impacted by Covid-19. Revenue in India for the six-month period grew 56% (55%), representing a 30% CAGR over the last two years. This reflects a diverse set of drivers, with contributions from new areas like Wibmo, Bharat Bill Payment System and omnichannel; and non-MDR (merchant discount rate) products like Affordability, Payouts and Subscription. These contributed 29% of total revenue, compared to 21% in the prior period.

India remains a strategic market for PayU. With strong operational growth and the planned acquisition of BillDesk for US$4.7bn, the business continues to scale quickly in that market. Following regulatory approval, PayU and BillDesk will become one of the top 10 online payments providers globally, with the combined business processing an estimated TPV of US$147.0bn in FY21 and over 4 billion transactions. These are complementary businesses, where PayU is a preferred PSP for ecommerce while BillDesk is a leader in bill payments. Together, they have the potential to create a fintech ecosystem and provide solutions for the changing payment needs of digital consumers. The opportunity in India is very attractive: the Reserve Bank of India reports 44 billion digital transactions processed in 2020 and forecasts 200 million new users expected to adopt digital payments over the next three years, with average annual transactions per capita rising tenfold from 22 to 220.

Outside India, our Global Payments Organisation (GPO) business has maintained its growth trajectory, with TPV growing 28% (29%) to US$16.3bn for the six months. Revenue rose 21% (25%) to US$163m, supported by a 39% increase in the number of transactions. After acquiring Iyzico in 2019, Turkey is now the second largest revenue contributor to GPO and one of the fastest-growing markets, accounting for 18% of revenue in the six months compared to 15% last year. Diversifying the merchant base to ecommerce and OTT (over-the-top) entertainment platforms has helped offset the decline in the travel sector during the pandemic. We are seeing a slow recovery in the travel sector as restrictions ease.

In credit, PayU took a conservative approach to disbursing personal loans to manage risks in the portfolio amid the second wave of Covid-19 at the start of the period. During this time, our transactional credit products achieved good traction and we expect this business to grow further, given its expanding preapproved base of 37 million users and growing merchant base. We remain optimistic about the India credit opportunity as we launch new products such as express loans and checkout finance to scale the loan book. Total disbursals for the period were US$175m, up 382% over the prior period.

The investment portfolio of the Payments and Fintech segment continues to perform well. In September 2021, Remitly Inc.'s shares listed on the Nasdaq Stock Exchange, raising US$300m. Remitly will leverage the sharp growth in send volumes (78%) and funding from its initial public offering (IPO) to accelerate growth through innovation and further expansion into digital banking. Remitly listed at a valuation of approximately US$8.0bn in September 2021. Over the past four years, PayU has invested US$209m in Remitly for a 23% stake, with theIPO valuation resulting in an internal rate of return of 86.9% for the business.

Edtech

Edtech is a significant and high-potential sector, accounting for a large proportion of consumer spend. It is also transforming rapidly. The group entered this market early (2016), with investments in Brainly, Codecademy and Udemy, followed by BYJU'S in 2018. We continue to expand our reach in the sector by acquiring Stack Overflow and GoodHabitz and investing in Skillsoft, Eruditus and SoloLearn. We have invested over US$3.0bn to date to become one of the leading edtech investors globally.

From April 2021, Edtech became our fourth core Ecommerce segment, graduating from our ventures portfolio.

The past 18 months have been a turning point for Edtech, with the pandemic providing a generational tailwind. More importantly, it has revealed an even greater societal need for technology innovation and a higher willingness to pay for edtech products than previously believed. Although pandemic restrictions have eased in many parts of the world, the progress in digitising education remains an opportunity and technology will play a substantial role in further disrupting this sector.

Within Edtech, we have built a significant presence in enterprise education, with a focus on the future of workplace learning. This segment will reach 90% of the Fortune 100 across our corporate learning companies including Stack Overflow, Skillsoft, GoodHabitz, Udemy and Codecademy. In addition, we have built a strong presence in K-12 (kindergarten to grade 12), with Brainly now reaching 350 million users a month and BYJU'S quickly expanding from India into the west.

The segment delivered revenue growth of 135% (51%) to US$120m for the six months. Trading losses reflect continued investment in the growth of the opportunity, expanding to US$48m versus US$13m in the comparable period, mainly driven by BYJU'S and Stack Overflow.

Our latest investments include US$1.7bn for 100% of Stack Overflow, one of the 50 most popular websites in the world. Stack Overflow has built a global, highly engaged developer and technologist community over the last 13 years, and now serves more than 100 million people across the world every month. It is focused on globalising its primarily US-based revenue base and extending into areas like blockchain and cloud. Aside from advertising, the main driver of revenue growth is the product Stack Overflow-for-Teams, which enables organisations to build their own communities on top of the open platform. This is the core product focus in the near term and now generates 32% of total revenue.

During the period, we also concluded a US$500m acquisition for 38% of Skillsoft, a global leader in digital workplace learning with the most comprehensive selection of cloud-based corporate learning content. Skillsoft is listed on the New York Stock Exchange (SKIL.N) initially via Churchill Capital Corp II and was a rare Edtech investment opportunity that combined scale and profitability. Its client base is centred on large, blue-chip enterprises representing over 70% of Fortune 1000 and its services are used by almost 45 million learners globally across 160 countries. Prosus will start reporting Skillsoft results from 1 October 2021, given a three-month lag in reporting.

More information on Skillsoft is available at https://investor.skillsoft.com.

In June 2021, we invested US$258m for a 62% interest in GoodHabitz, a fast-growing European provider of online training for corporates and small and medium enterprises. GoodHabitz offers over 800 courses in 10 different languages to nearly 1 860 enterprise customers. It has expanded beyond its home market of the Netherlands to 11 European countries. Since acquisition, the business has delivered strong top-line growth of 42%.

BYJU'S, another key investment in the Edtech portfolio, is a leader in personalised learning programmes for students in India. The country's most valuable start-up continues its rapid growth in building global operations. It targets students completing grades K-12 and those taking competitive exams such as GMAT. BYJU'S revenue grew in local currency by almost 80%, driven by rapid expansion to new markets and enhanced offerings such as BYJU'S Future Learning. During the period, BYJU'S expanded its offering beyond K-12 with over US$2.0bn in acquisitions in India and abroad. These include Aakash Network, one of the largest coaching institutes for high school students; US-based Epic, an online reading platform for children; a kids' coding platform called Tynker; Great Learning, one of India's leading edtech companies for professional and higher education; Toppr, an after-school learning app that provides learning courses and entrance-exam tutoring; and online test-preparation platform, BYJU'S Exam Prep (formerly Gradeup).

Another successful investment has been Udemy, a global education marketplace for lifelong learners that gives over 44 million learners access to more than 183 000 courses in 75 languages and over 180 countries. Courses can be accessed through the direct-to-consumer or Udemy Business offerings, which has over 8 600 enterprise customers. For the six months, our share of Udemy's revenue was US$35m and a trading loss of US$2m. On 29 October 2021, Udemy listed on the Nasdaq Stock Market. Up to the date of listing our investment in Udemy yielded an internal rate of return of 36.7%.

We will continue to play an active role in partnering and operating our portfolio to drive growth and expand our leadership positions.

Etail

After an exceptional FY21, eMAG, our leading business-to-consumer ecommerce platform in Central and Eastern Europe, maintained scale and grew GMV by 6% (4%). Revenue was US$1.0bn for the six months, representing growth of 7% (4%) from a significantly scaled base established in the prior-year period. This is a commendable outcome, given the rebound in offline retail sales as the world normalises post pandemic as well as once-off purchases such as electronic, office and gym equipment as consumers were forced to stay home last year.

Taking advantage of scale and momentum, eMAG is building new verticals such as Tazz (a food-delivery and non-food delivery service), Freshful (online grocery platform), expanding its logistical capabilities with new central warehouses and locker network, and investing in geographic expansion in Hungary and Bulgaria.

eMAG's Genius loyalty programme reached 166 000 active subscribers, accounting for 20% of its GMV in Romania. It launched a new delivery method in Bucharest for Genius customers, with delivery in six hours for first-party products. Sameday, eMAG's courier business, grew revenue 42% (39%) for the period and accelerated the rollout of its EasyBOX locker programme in Romania and Hungary.

The business remains near breakeven, with a trading loss of US$7m or 1% trading loss margin.

Our South African Etail business, the Takealot group, continued to benefit from the shift to online, growing GMV by 72% (44%) and revenue 63% (36%) for the six months. The fastest-growing categories were consumables, home, lifestyle and media. Third-party marketplace sales continued to outpace first-party offerings, with first-party retail sales growing 15% and third-party marketplace sales growing 55%.

Superbalist, a leading South African online fashion destination, grew GMV by 77% (47%), despite increasing competition from brick-and-mortar fashion retailers.

Takealot group's food-delivery business, Mr D, continues to benefit from the shift in consumer spending from restaurant dining to online delivery. Mr D grew orders by 88% and GMV 114% (78%) in the six months.

The Takealot group is nearing breakeven, with a reported trading loss of US$2m. This is an improvement of 67% (67%), driven by higher gross margins at Takealot.com's general ecommerce platform and Superbalist, which improved trading profit margins by 1ppt and 9ppt respectively and are nearing profitability.

Tencent

Tencent continued to enhance its services and achieved healthy growth across its business lines, particularly in business services and online advertising.

For the six months ended 30 June 2021, Tencent reported revenue of RMB274.0bn, up 23% from last year. Non-IFRS profit attributable to shareholders (Tencent's measure of normalised performance) grew 17% to RMB67.0bn.

Revenues from value-added services increased 13% to RMB144.0bn. This was driven by a solid performance in mobile games, which benefited from international expansion, and growth in digital content services. Fuelled by secular trends of increasing digital payment transactions and rising demand for digitisation of enterprises, revenues from fintech and business services increased 44% to RMB81.0bn. Revenues from the online advertising business were up 23% to RMB45.0bn, driven by increased advertising demand on the Weixin and mobile advertising network.

The Weixin ecosystem became more vibrant, driven by expanded services and commerce. Combined monthly active users of Weixin and WeChat grew 4% to 1.25 billion. Transaction volumes generated from Mini Programs in the second quarter of 2021 more than doubled from the second quarter of 2020. Brands and merchants can now acquire customers, create and distribute content, convert visits to sales, and deepen user engagement via innovative features in the Weixin ecosystem.

Led by its mission Tech for Good, Tencent established a sustainable social value organisation. It committed initial capital of RMB50.0bn to fund initiatives in basic science, carbon neutrality and provision of food, energy and water. It then committed an additional RMB50.0bn to enhance social welfare. The fund will be used in areas such as rural revitalisation, assisting low-income groups, primary healthcare and balanced development of education.

Tencent has been repurchasing its shares in the public market daily since it announced its buyback programme on 18 August 2021.

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

VK/Mail.ru

On 12 October, following the launch of the ecosystem development strategy and active rollout of core ecosystem elements (including VK ID, VK Combo, VK Mini Apps and VK Pay) under the VK brand, Mail.ru announced the group's rebranding to VK. The legal entity name and ticker are expected to be amended in due course.

For the six months ended 30 June 2021, VK's non-IFRS revenue grew 22% to RUB58.0bn. Non-IFRS earnings before interest, taxation, depreciation and amortisation (EBITDA) (VK's measure of normalised performance) declined 2.5% to RUB13.0bn due to continuous investments in the VK ecosystem.

Advertising revenue grew 30% to RUB22.0bn. Online games revenue grew 10% to RUB19.0bn. Value-added services revenue from social networks dropped 3% to RUB9.0bn as the sector normalised from a high base, given the prior year's pandemic-induced tailwinds.

VK continued to grow its social and commerce ecosystem via product innovations. The VK Mini Apps platform now supports 34 200 local services, up 74%, covering online shopping, food-delivery and taxi services, among others. A multimarket platform was launched to enable merchants to manage their stores on VK, OK, AliExpress Russia and Youla in a single portal.

VK continued to innovate and invest in new areas. Edtech assets (Skillbox and GeekBrains) were merged, creating the market leader in the Russian online education market. The online-to-offline joint venture with Sberbank focused on food and mobility recorded strong growth, with combined marketplace GMV reaching RUB45.0bn, up 75%. AliExpress Russia grew local marketplace GMV by 200% and orders 500% in the second quarter of 2021.

More information on VK Group is available at https://vk.company/en/investors/.

PROSPECTS

We have successfully responded to the pandemic and enhanced our technical capabilities with speed and innovation. The fundamentals of our businesses are sound and the recent shift to online seems to have a lasting impact. Our focus remains on customer engagement by aligning technology and data with customer needs and, in many instances, creating more touchpoints with our customers. We will also concentrate on turning quality data into actionable insights while building capabilities and expanding ecosystems to improve our platforms' competitiveness.

Our focus for the balance of FY22 will remain on driving growth, profitability and cash generation from our mature Ecommerce assets. With increased consumer consumption online, we want to build bigger businesses by expanding our opportunity set. We will invest in our platforms and create ecosystems, particularly in autos transactions, credit, and food and grocery delivery.

Our liquid balance sheet provides flexibility to realise our ambitions. We have two decades' experience investing in high-growth, complex and volatile internet markets. We are patient long-term investors, with an excellent track record of returns. We will continue to deploy capital in our core segments as opportunities arise.

Finally, we remain committed to taking the right actions to unlock value for all our shareholders. We will improve disclosure and build bigger businesses that provide optionality into the future.

RISKS

Our entrepreneurial spirit means we pursue opportunities that involve risk. At the same time, we consider business sustainability and ethical, legal and regulatory compliance. We know that success in pursuing our objectives depends on how well we understand and manage associated risks, so that we can accept them responsibly.

Our board oversees risks and opportunities and sets the boundaries within which risks must be managed. Our businesses are required to operate within those limits and to keep our board updated through regular reports. Specific risks and uncertainties appear in the FY21 integrated report in the section "Managing risks and opportunities". This report, available on our website, describes key risks that could have a material effect on Naspers's financial position and results, and outlines mitigating measures. In addition, in the section "Responding to Covid-19", it sets out our responses to the pandemic.

As a group, the key risks we identify - and manage - include those relating to the use of technology and information systems to deliver our services within set parameters for responsible data use, data security, service continuity and compliance with applicable laws and regulations. This includes staying ahead technology-wise and developing compelling, safe solutions for our customers amid rapid technological change, evolving consumer preferences, rampant cybercrime and scarcity of engineering talent. In addition, we allocate capital to grow our existing businesses and acquire interests in those with potential for future growth. Our decision-making processes clearly need to be robust to effectively weigh, reduce and accept associated risks. Some of our historical investments comprise significant stakes in businesses and listed entities we do not control but which, due to their size, have a major impact on our results and net assets. Debt we assume to finance our growth presents additional risk. Other important risks we monitor and manage closely include the health, safety and wellbeing of our people and others who support our businesses (eg independent deliverers) and work in a world still impacted by the pandemic. As a group, but also in our businesses individually, we acknowledge our responsibilities to embed sustainability in every decision we take, including setting objectives (eg to reduce our carbon footprint). We remain compliant with local legislation and ever-increasing regulation. We view compliance as a natural outcome of the business ethics and behaviours we codify and promote as part of our culture.

Additional risks not known to Naspers, or currently believed not to be material, could have a material impact on our business, objectives, revenues, income, assets, liquidity or capital resources.

SUSTAINABILITY

We use technology to find solutions for shared global challenges. By integrating sustainability into our strategy, business plans and daily decisions, we create value for all stakeholders.

Our materiality assessment helps us identify what is important to stakeholders. This quarter, we launched the sustainability section of our website, where we communicate regular updates. For more information, please refer to our website at https://www.prosus.com/sustainability/overview.

Our commitment to climate action starts at the highest level of management, with a carbon-neutrality target linked to short-term incentives for our chief executive and cascaded down throughout the group. This year, we set a Naspers-level target to be carbon-neutral by the end of this financial year. In parallel, group businesses must set their own roadmaps to become carbon-neutral by FY23. In 2021, we incorporated all majority-controlled entities on an industry-leading software tool to digitise our environmental, social and governance (ESG) data, processes and reporting. The software enables us to better access, evaluate and improve our ESG performance. Next year, we aim to communicate our decarbonisation roadmap, with specific multiyear targets.

Key highlights this year include our commitments to the Task Force on Climate-related Financial Disclosures as a supporter, and as a signatoryto the United Nations Global Compact. We also submitted our first response to CDP (formerly Carbon Disclosure Project) to provide relevant and material information to investors to inform their decisions on environmental risks and opportunities. This is reflective of our continued commitment to a robust management of all material ESG risks and opportunities across our business. We are pleased to share that S&P Global has updated Naspers ESG score to 47 out of 100 from 31 points in the previous year, a significant improvement of 59%, demonstrating stakeholder acknowledgement of our progress against sustainability commitments.

In June 2021, as part of our ongoing Covid-19 initiatives, Naspers's subsidiary, Prosus joined forces with the Philips Foundation, the Johnson Foundation and the Johnson & Johnson Family of Companies to provide over 800 ventilators to Indian public hospitals in regions most impacted by the pandemic. These ventilators enabled public hospitals to respond to acute needs, assist frontline healthcare workers in caring for Covid-19 patients in respiratory distress and ultimately help prevent loss of precious lives.

Naspers Labs, our youth development programme, aims to address the skills and employment challenges faced by South Africa's young people. It leverages the tech and investor know-how of Naspers with the facilitative skills of trusted on-the-ground partners, enabling young South Africans to access the job market or become entrepreneurs. Since March 2021, Naspers Labs has upskilled 535 young people through its digital skills training programmes, and has placed 563 unemployed graduates in jobs in collaboration with its implementing partners. These placements included tech roles such as data analysts, software developers, cybersecurity practitioners and desktop technicians.

DIRECTORATE

On 1 April 2021, in line with our retirement policy, Don Eriksson retired from the board. He was also chair of the audit, risk, and social, ethics and sustainability committees. The board thanks Don for his invaluable contribution and excellent chairing of these committees. Steve Pacak was appointed chair of the audit, and risk committees and Debra Meyer chair of the social, ethics and sustainability committee.

Rachel Jafta stepped down as a member of the audit committee from 25 August 2021. The board thanks Rachel for her sterling contribution to the committee over several years.

Angelien Kemna was appointed as an independent non-executive director on 15 April 2021. She also serves as a member of the audit committee.

In August 2021, Emilie Choi resigned as a director of Naspers. She was also a member of the company's risk, and human resources and remuneration committees. The board thanks Emilie for her valued contribution. Angelien Kemna was appointed a member of the risk committee on 9 September 2021.

INDEPENDENT AUDITOR'S REVIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The condensed consolidated interim financial statements for the six months ended 30 September 2021 have been reviewed by PricewaterhouseCoopers Inc., our independent auditor, whose unqualified report is appended to these condensed consolidated interimfinancial statements.

RESPONSIBILITY STATEMENT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

We have prepared the condensed consolidated interim financial statements of Naspers for the six months ended 30 September 2021. The condensed consolidated interim financial statements give a true and fair view of the assets, liabilities, financial position as at 30 September 2021, and of the result of our consolidated operations for the six months ended 30 September 2021.

PREPARATION OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The preparation of the condensed consolidated interim financial statements was supervised by the group's financial director, Basil Sgourdos CA(SA). These results were made public on 22 November 2021.

On behalf of the board

Koos Bekker Bob van Dijk

Chair Chief executive

Cape Town

20 November 2021

Condensed consolidated income statement

Condensed consolidated statement of comprehensive income

1  This relates to gains from the increase in share prices of Tencent's listed investments carried at fair value through other comprehensive income and the group's share in the share-based compensation reserve of equity-accounted investments.

Condensed consolidated statement of financial position

* Refer to note 3 for details of the group's reclassification of treasury shares during the current period.

1 Accrued expenses, other current liabilities and cash-settled share-based payment liabilities were previously aggregated into "Accrued expenses and other current liabilities". These balances are now presented separately due to their significance. Derivative assets have been aggregated with other investments and derivative liabilities with other liabilities as a result of it being immaterial.

Condensed consolidated statement of changes in equity

* Refer to note 3 for details of the group's reclassification of treasury shares to the "Treasury shares".

1 The group's various disposals and other transactions with non-controlling interest resulted in the decrease of non-controlling interest of US$434.1m (FY20: resulted in the recognition of non-controlling interest of US$7.4m).

Condensed consolidated statement of changes in equity continued

* Refer to note 3 for details of the group's reclassification of treasury shares to the "Treasury shares".

1 Refer to note 3 for details of the share exchange transaction.

2 The group's various disposals and other transactions with non-controlling interest resulted in the decrease of non-controlling interest of

US$434.1m (FY20: resulted in the recognition of non-controlling interest of US$7.4m).

3 The dividend was approved on 25 August 2021 and will be paid on 23 November 2021.

Condensed consolidated statement of cash flows

1 Relates to short-term cash investments with maturities of more than three months from date of acquisition.

2 Relates to transactions with non-controlling interests resulting in changes in effective interest of existing subsidiaries. Includes the repurchase

of Prosus shares on the market of US$1.65bn.

3 Includes transaction costs relating to the Prosus share exchange of US$122.4m.

Notes to the condensed consolidated interim financial statements

for the six months ended 30 September 2021

Information on the condensed consolidated interim financial statements

The condensed consolidated interim financial statements for the six months ended 30 September 2021 have been prepared in accordance with International Financial Reporting Standard (IFRS), IAS 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial Pronouncements as issued by the Financial Reporting Standards Council as well as the requirements of the Companies Act of South Africa and the JSE Listings Requirements.

The condensed consolidated interim financial statements do not include all the disclosures required for complete annual financial statements prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). The accounting policies in these condensed consolidated interim financial statements are consistent with those applied in the previous consolidated annual financial statements for the year ended 31 March 2021, except for the reclassification of treasury shares from "Share capital and share premium" to the "Treasury shares" as described below.

There were no new or amended accounting pronouncements effective from 1 April 2021 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 Naspers issued at 30 September 2021 (net of treasury shares), to the relevant net profit measure attributable to the shareholders of Naspers.

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

Operating segments

The group's operating segments reflect the components of the group that are regularly reviewed by the chief operating decision-maker (CODM) as defined in note 41 "Segment information" in the consolidated financial statements for the year ended 31 March 2021. From 1 April 2021, the group created a new educational technology (Edtech) segment. The segment includes the results of the group's investments in edtech which has increased significantly due to the acquisitions in subsidiaries and equity-accounted investments over the years. The equity-accounted investments presented in the "Other Ecommerce" segment in prior periods have been reclassified and presented as part of the new Edtech segment. The group proportionately consolidates its share of the results of its associates and joint ventures in its disclosure of segment results in note 6.

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.

Information on the condensed consolidated interim financial statements

Going concern

The condensed consolidated 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 2021, the group recorded US$3.23bn in net cash, comprising US$6.31bn of cash and cash equivalents and US$7.46bn in short-term cash investments. The group had US$10.56bn of interest-bearing debt (excluding capitalised lease liabilities), an undrawn US dollar and South African rand (R) revolving credit facility of US$2.50bn and R4.0bn respectively.

In assessing going concern, the impact of the Covid-19 pandemic on the group's operations and liquidity was considered in preparing the forecasts. The board is of the opinion that the group has sufficient financial flexibility given its low gearing and very strong liquidity position at 30 September 2021 to negate the potential negative effects that could result from the Covid-19 impact on the group's businesses in the year subsequent to the date of these condensed consolidated interim financial statements.

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

 Prosus share exchange with Naspers shareholders

In August 2021, the group completed a voluntary share exchange offer to Naspers shareholders.

This offered Naspers shareholders the opportunity to tender their existing Naspers N ordinary shares for newly issued Prosus ordinary shares N at an exchange ratio of 1 (one) Naspers N ordinary share for 2.27443 Prosus ordinary shares N. The share exchange offer resulted in Prosus acquiring a 45.8% fully diluted interest in Naspers in exchange for newly issued Prosus ordinary shares N. This interest, coupled with the 3.7% shareholding Prosus previously acquired in Naspers, as part of the share repurchase programme that was completed in June 2021, resulted in Prosus now holding a 49.5%1 fully diluted interest which represents a 49.9%2 economic interest in Naspers.

Furthermore, newly created 1 128 507 756 B ordinary shares were issued for €56.4m (US$66.3m) to Naspers which entitles Naspers to one vote per share, but only to one millionth of the amount of the distribution that a holder of a Prosus ordinary share N is entitled to. Naspers cannot list or trade these shares. These shares allowed Naspers to maintain its control as it held more than 70% of the shareholder voting rights in Prosus. Naspers therefore continues to hold the majority of the shareholder voting rights of Prosus.

Cross-holding arrangement

A distribution agreement (hereafter referred to as the cross-holding agreement) was entered into between Naspers and Prosus, which became effective at the time of closing of the voluntary share exchange. The cross-holding agreement takes into account Prosus's indirect interest in itself from holding Naspers shares and deals with how distributions between the two groups will be managed. It eliminates the need for flows back and forth between the two groups as a result of the cross-shareholding, through a waiver by Prosus of its entitlement to distributions, that originates from Prosus, on the Naspers shares that it holds, and provides clarity to both Prosus and Naspers free float shareholders of their economic interest in distributions made by Prosus.

The cross-holding agreement relates to Prosus's 49.5% fully diluted interest in Naspers and Naspers's 57% legal ownership of Prosus ordinary shares N. The principles of the cross-holding agreement are also incorporated in Prosus's articles of association, and the cross-holding agreement together with Prosus's articles of association form the cross-holding arrangements. It does not govern and has no bearing on the voting rights attached to the shares held by Naspers or Prosus shareholders.

The conclusion of the voluntary share exchange and the cross-holding arrangement increases the Prosus free float economic interest in the Prosus group to 58.9%.

 1 Interest in Naspers based on the cross-holding arrangement formula, which was approved in the shareholder resolution.

 2 Interest based on distribution rights to each class of shareholders.

The following represents the accounting of the transaction in the group's financial statements:

Control structure of the Prosus group

Prosus is governed by a board of directors. The board of directors is appointed by shareholders of the group. The group is therefore controlled by the shareholder with the majority voting rights to appoint the board of directors.

Prior to the share exchange transaction, Naspers held a 73% effective interest in Prosus ordinary shares N, with the corresponding shareholder voting rights, and was the majority shareholder giving it control of Prosus and, in particular, appointments to the board of directors of Prosus. Post the completion of the share exchange transaction, and despite the dilution of its effective interest in Prosus ordinary shares N, Naspers continued to maintain control of Prosus through its holding of Prosus ordinary shares N and

the newly issued Prosus B ordinary shares, with corresponding voting rights. As Naspers, through its shareholding, holds the majority of the voting rights in Prosus, it controls appointments to the Prosus board of directors.

Before and subsequent to the closing of the share exchange transaction, Naspers Beleggings (RF) Limited (Nasbel) and Keeromstraat 30 Beleggings (RF) Limited (Keerom) collectively hold 55.02% of the shareholder voting rights in Naspers. Nasbel and Keerom exercise their voting rights in consultation with one another in terms of a voting pool agreement and constitute the control structure of Naspers. This control structure therefore provides them with the majority voting rights needed to control appointments to the board of directors of Naspers.

Accounting implications

The conclusion of the voluntary share exchange and the cross-holding arrangement resulted in the recognition of treasury shares and an increase in the non-controlling interest of the group.

The Naspers N ordinary shares held by Prosus are shares held by a group entity. These shares constitute treasury shares which were recognised in the treasury share reserve on the condensed consolidated statement of financial position. The treasury shares were recognised at a cost of US$38.64bn, which was the fair value of the Prosus shares issued as consideration for the share exchange on the date of the share exchange.

The change in the non-controlling interest of the group is due to Prosus free float shareholders' increased fully diluted interest in the Prosus group as well as their share in the residual interest in the Naspers group (primarily Takealot, Media24 and corporate entities). The indirect interest in the Naspers operations is as a result of Prosus holding a 49.5% fully diluted investment in Naspers. The increase in the non-controlling interest of the group was accounted for as an equity transaction because there is a change in Naspers's effective interest in the Prosus group and its subsidiaries outside of the Prosus group, without a loss of control.

The excess of the treasury shares recognised for the Naspers N ordinary shares held by Prosus and the increase in non-controlling interest of US$21.81bn for the Prosus group was recognised in the "existing business combination reserve" in equity. In addition, at 30 September 2021, the Prosus free float share in the residual interest in the Naspers group, recognised in "non-controlling interest" amounted to US$557m.

Reclassification of treasury shares

Effective 1 April 2020, the group made a decision to show the treasury shares separately in the statement of changes in equity as well as on the face of the balance sheet. The group considers that the change in presentation will provide more relevant information about the treasury shares held by Prosus subsequent to the share repurchase programme.

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

The group has historically recognised treasury shares for the Naspers N ordinary shares it holds against share capital and share premium. These treasury shares are held by Naspers group share trusts to settle equity compensation plans and other group companies, including the shares held by Prosus as at 31 March 2021 from the share repurchase programme. These treasury shares have been recognised at cost, which is the cost of the shares acquired on the market by group share trusts or the cost of the shares on the date acquired on the market by group companies.

In August 2021, the group completed a voluntary share exchange offer resulting in Prosus holding a 49.5% fully diluted interest in Naspers. The transaction was primarily for a capital restructure of the group. The group accounted for the Naspers shares held by Prosus as treasury shares. The treasury shares were measured at cost on the date of the share exchange. The cost was the fair value of the Prosus shares given in exchange for the Naspers shares at that date.

Based on the magnitude of the treasury shares held by the group as a consequence of the above transaction, the treasury shares previously recognised against share capital and share premium were reclassified to treasury shares within equity. The reclassification has no change to the group's overall equity, however, comparative figures on the condensed consolidated statement of financial position have been restated for the reclassification of treasury shares between "Share capital and premium" and "Treasury shares".

Below is a summary of the impact of the reclassification of the treasury shares between "Share capital and premium" and "Treasury shares" on the condensed consolidated statement of financial position and condensed consolidated statement of changes in equity.

Condensed consolidated statement of financial position and condensed consolidated statement of changes in equity.

1 Represents the impact of the reclassification of the treasury shares between "Share capital and premium" and "Treasury shares" on the

condensed consolidated statement of financial position and condensed consolidated statement of changes in equity.

4. Covid-19 impact on the condensed consolidated interim financial statements

The global Covid-19 pandemic began to affect the operations of the group towards the end of March 2020. More than a year later, including the rollout of vaccines across the world, the pandemic has had a limited impact on the group's financial position, financial performance and cash flows presented in these condensed consolidated interim financial statements for the six months ended 30 September 2021.

Use of significant judgements and estimates

The group has continuously monitored the significant judgements and estimates used to support the reported assets, liabilities, income and expenses for the six months ended 30 September 2021 for any possible impacts of the pandemic.

Risk management

The annual report for the year ended 31 March 2021 described certain risks which could have an adverse effect on the group's financial position and results. Those risks remain valid and should be read in conjunction with these condensed consolidated interim financial statements.

The group has remained resilient and performed well during the six months ended 30 September 2021. Like most companies, the group faced operational challenges, particularly in countries such as India and LatAm that experienced an intense third wave of the pandemic. However, the continued migration of consumers to online platforms has had a positive impact on the group and is reflected in the financial position, financial performance and cash flows generated during the six months ended 30 September 2021.

5. Review by the independent auditor

These condensed consolidated interim financial statements have been reviewed by the company's external auditor, PricewaterhouseCoopers Inc., whose unqualified report appears at the end of the condensed consolidated interim financial statements.

6. Segmental review continued

Changes to the definition of adjusted EBITDA and trading profit/(loss)

From April 2020, the Naspers board (the board) approved a prospective change in the settlement mechanism for the group's share appreciation rights (SARs) plans from settlement in Naspers N ordinary shares to using cash resources for settlement. Accordingly, these plans have been classified as cash-settled share-based payment expenses for both Prosus and Naspers.

In October 2020, the board approved a change to the group's definition to adjusted EBITDA and trading profit/(loss) related to the treatment of SAR share-based compensation benefits. Adjusted EBITDA and trading profit/(loss) now include the impact of the group's SAR share-based compensation expenses based on the grant date fair value for cash-settled share-based compensation benefits. The non-IFRS measures therefore exclude the subsequent remeasurement of the group's cash-settled share-based compensation benefits. These non-IFRS measures are aimed to reflect a consistent measure of the group's operational profitability.

From April 2020, post the change in the settlement mechanism, the CODM reviewed these two non-IFRS measures because the volatility in the fair value of our Ecommerce portfolio may distort the operating performance of the group's segments.

The above change was included in the adjusted EBITDA and trading profit/(loss) results presented for the year ended 31 March 2021, however, this is different from what was reported for the six months ended 30 September 2020. The CODM simultaneously reviewed segment information for these non-IFRS measures without the subsequent fair-value remeasurement. Accordingly, in October 2020, subsequent to board approval of the change to the definition of these non-IFRS measures, the September 2020 results were restated.

On an economic-interest basis, these non-IFRS measures will continue to include the group's proportionate share of its associate cash-settled share-based compensation expenses and exclude the share of its associate equity-settled share-based compensation expenses.

6. Segmental review continued

Below are the details of the restatement of adjusted EBITDA and trading profit/(loss) results for the six months ended 30 September 2020:

Restatement of adjusted EBITDA and trading loss for the six months ended 30 September 2020

7. Earnings per share

Calculation of headline earning

8. Revenue from contracts with customers

9. Finance (costs)/income

10. Profit before taxation

In addition to the items already detailed, profit before taxation has been determined after taking into account, inter alia, the following:

11. Goodwill