UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number:
(Exact name of Registrant as specified in its charter)
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Not applicable |
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(Translation of Registrant’s name into English) |
(Jurisdiction of incorporation or organization) |
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PropertyGuru Group Limited
#12-01/04
(Address of principal executive offices)
#12-01/04
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(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered, pursuant to Section 12(b) of the Act
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of January 31, 2024, the registrant had
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐Yes ☐ No
TABLE OF CONTENTS
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Item 1. Identity of Directors, Senior Management and Advisers |
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Item 11. Quantitative and Qualitative Disclosures About Market Risk |
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Item 12. Description of Securities Other Than Equity Securities |
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Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |
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Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
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Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
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Item 16I. Disclosure Regarding Foreign JURISDICTIONS that Prevent Inspections |
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About This Annual Report
Except where the context otherwise requires or where otherwise indicated in this Annual Report, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of PropertyGuru Group Limited and its subsidiaries, which prior to the Business Combination was the business of PropertyGuru Pte. Ltd. and its subsidiaries.
Presentation of Financial Information
Our financial statements included in this Annual Report are prepared in accordance with the International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Our financial statements are presented in Singapore dollars. Our fiscal year ends on December 31 of each year.
PropertyGuru refers in various places in this Annual Report to non-IFRS financial measures, Adjusted EBITDA and Adjusted EBITDA Margin which are more fully explained in “Item 5. Operating and Financial Review and Prospects—Non-IFRS Financial Measures and Key Performance Metrics.” The presentation of non-IFRS information is not meant to be considered in isolation or as a substitute for PropertyGuru’s audited consolidated financial results prepared in accordance with IFRS.
Frequently Used Terms
Key Business Terms
Unless otherwise stated or unless the context otherwise requires in this document:
“ACRA” means the Singapore Accounting and Corporate Regulatory Authority;
“agents” are real estate agents or individuals that sell, assist with the purchase of, and rent out properties for property seekers, consumers or clients (as applicable) in order to generate sales commissions from sales and property management fees from letting and management activities;
“AI” means artificial intelligence;
“AllProperty Media” means AllProperty Media Co., Ltd., a subsidiary of PropertyGuru;
“Amalgamation” means the amalgamation in accordance with Section 215A of the Companies Act (Chapter 50) of Singapore between Amalgamation Sub and PropertyGuru, with PropertyGuru being the surviving company and a wholly‑owned subsidiary of the Company;
“Amalgamation Effective Time” means the effective date of the Amalgamation as may be agreed by Amalgamation Sub, the Company, Bridgetown 2 and PropertyGuru in writing and specified in writing in the Amalgamation Proposal (as defined in the Business Combination Agreement) and as set out in the notice of amalgamation issued by ACRA in respect of the Amalgamation;
“Amalgamation Sub” means B2 PubCo Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly‑owned subsidiary of the Company;
“Amended and Restated Assignment, Assumption and Amendment Agreement” means the amendment and restatement, dated December 1, 2021, by and among Bridgetown 2, the Sponsor, the Company and Continental, to that Assignment, Assumption and Amendment Agreement, which removed Continental as a party to the Assignment, Assumption and Amendment Agreement;
“Amended Articles” means the amended and restated memorandum and articles of association of the Company adopted by special resolution dated July 23, 2021 and effective on March 16, 2022;
“API” means application programming interface;
“Assignment, Assumption and Amendment Agreement” means the amendment, dated July 23, 2021, to that certain warrant agreement, dated January 25, 2021, by and among Bridgetown 2, the Company, the Sponsor and Continental pursuant to which, among other things, Bridgetown 2 assigned all of its right, title and interest in the Existing Warrant Agreement to the Company effective upon the Merger Closing. The Assignment, Assumption and Amendment Agreement was amended and restated on December 1, 2021;
“Bridgetown 2” means Bridgetown 2 Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands;
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“Bridgetown 2 Class A Ordinary Shares” means the Class A ordinary shares of Bridgetown 2, having a par value of $0.0001 each;
“Bridgetown 2 Class B Ordinary Shares” means the Class B ordinary shares of Bridgetown 2, having a par value of $0.0001 each;
“Bridgetown 2 Shares” means, collectively, the Bridgetown 2 Class A Ordinary Shares and Bridgetown 2 Class B Ordinary Shares;
“Business Combination” means the Merger, the Amalgamation and the other transactions contemplated by the Business Combination Agreement;
“Business Combination Agreement” means the business combination agreement, dated July 23, 2021 (as may be amended, supplemented, or otherwise modified from time to time), by and among the Company, Bridgetown 2, Amalgamation Sub and PropertyGuru;
“Business Combination Transactions” means, collectively, the Merger, the Amalgamation and each of the other transactions contemplated by the Business Combination Agreement, the Confidentiality Agreement, the PIPE Subscription Agreements, the Sponsor Support Agreement, the PropertyGuru Shareholder Support Agreement, the Registration Rights Agreement, the Amended and Restated Assignment, Assumption and Amendment Agreement, the Novation, Assumption and Amendment Agreement, the Plan of Merger, the Amalgamation Proposal, the Amended Articles and any other related agreements, documents or certificates entered into or delivered pursuant thereto;
“Cayman Companies Act” means the Companies Act (as amended) of the Cayman Islands;
“Closing” means the closing of the Amalgamation;
“Company” means PropertyGuru Group Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, or as the context requires, PropertyGuru Group Limited and its subsidiaries and consolidated affiliated entities;
“Continental” means Continental Stock Transfer & Trust Company;
“customers” means the agents, developers, valuers, banks and other enterprise clients from which PropertyGuru generates revenue through sales of digital classifieds, property development advertising products and services and data services, as well as homeowners and tenants who engage home services providers through our Sendhelper business, which we acquired in October 2022;
“DDProperty Media” means DDProperty Media Ltd., a subsidiary of PropertyGuru;
“depth products” means optional premium features and add‑ons offered to agents and integrated into PropertyGuru’s platforms such as display rankings or enhanced listings;
“developers” are property developers or individuals that develop houses, buildings, and land with the intention of selling them for a profit;
“Do Thi” means Do Thi Media Service Company Limited, a subsidiary of PropertyGuru;
“ESG” means environmental, social and governance;
“Exchange Ratio” means the quotient obtained by dividing $361.01890 by $10.00;
“Existing Warrant Agreement” means the warrant agreement, dated January 25, 2021, by and between Bridgetown 2 and Continental;
“Fintech” means financial technology;
“IASB” means the International Accounting Standards Board;
“IFRS” means the International Financial Reporting Standards, as issued by the IASB;
“iProperty” means iProperty Group Asia Pte. Ltd.;
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“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;
“KKR” means Kohlberg Kravis Roberts & Co. L.P. and its affiliates;
“KKR Investor” means Epsilon Asia Holdings II Pte. Ltd., an affiliate of KKR;
“Malaysian Ringgit” and “MYR” means Malaysian Ringgit, the legal currency of Malaysia.
“Merger” means the merger between Bridgetown 2 and the Company, with the Company being the surviving company;
“Merger Closing” means the closing of the Merger;
“MyProperty Data” means MyProperty Data Sdn Bhd., a subsidiary of PropertyGuru;
“Novation, Assumption and Amendment Agreement” means the novation, assumption and amendment agreement, dated July 23, 2021, to that certain instrument by way of deed poll executed by PropertyGuru on October 12, 2018 (the “PropertyGuru Warrant Instrument”), to be effective upon the closing of the Business Combination, pursuant to which, among other things, the Company assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument;
“NYSE” means the New York Stock Exchange;
“ordinary shares” means the ordinary shares of the Company, having a par value of $0.0001 each;
“Project Panama Entities” means iProperty’s (a subsidiary of REA Group) operating entities in Malaysia and Thailand, consisting of iProperty.com Malaysia Sdn. Bhd., Brickz Research Sdn. Bhd., IPGA Management Services Sdn. Bhd., iProperty (Thailand) Co., Ltd., Prakard IPP Co., Ltd. and Kid Ruang Yu Co., Ltd, whose shares were wholly acquired by PropertyGuru on August 3, 2021;
“PDPA” means the Personal Data Protection Act 2012 of Singapore;
“PG Vietnam” means PropertyGuru Viet Nam Joint Stock Company, a subsidiary of PropertyGuru;
“PGI Thailand” means PropertyGuru International (Thailand) Co., Ltd., a subsidiary of PropertyGuru;
“PIPE Investment” or “PIPE Financing” means the commitment by the PIPE Investors to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru, pursuant to the PIPE Subscription Agreements;
“PIPE Investors” means the third‑party investors who entered into PIPE Subscription Agreements, and Red Square Singapore Limited, pursuant to the joinder agreement dated March 10, 2022, by and among the Company, Bridgetown 2, an individual and Red Square Singapore Limited;
“PIPE Subscription Agreements” means the share subscription agreements, dated July 23, 2021, by and among the Company, Bridgetown 2 and the PIPE Investors pursuant to which the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10 per share, or an aggregate purchase price equal to $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. For the avoidance of doubt, the PIPE Subscription Agreements include the REA Subscription Agreement;
“Priority Markets” means Singapore, Vietnam, Malaysia and Thailand;
“PropertyGuru” means PropertyGuru Group Limited, its Singapore-incorporated subsidiary PropertyGuru Pte. Ltd., or either such company together with its respective subsidiaries and consolidated entities, as the context requires;
“PropertyGuru Shares” means the outstanding ordinary shares of PropertyGuru;
“PropertyGuru Shareholder Support Agreement” means the voting support and lock‑up agreement, dated July 23, 2021, by and among Bridgetown 2, the Company, PropertyGuru and certain of the shareholders of PropertyGuru, pursuant to which (i) certain PropertyGuru shareholders who hold an aggregate of at least 75% of the outstanding PropertyGuru voting shares have agreed, among other things: (a) to appear for purposes of constituting a quorum at any meeting of the shareholders of
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PropertyGuru called to seek approval of the transactions contemplated by the Business Combination Agreement and the other transaction proposals; (b) to vote in favor of the Business Combination Transactions; (c) to vote against any proposals that would materially impede the Business Combination Transactions; and (d) not to sell or transfer any of their shares prior to the closing of the Business Combination; (ii) certain shareholders of PropertyGuru have agreed to a lock‑up of the ordinary shares in the Company they have received pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination; and (iii) certain shareholders of PropertyGuru and the Company have agreed to enter into a shareholders agreement governing the rights and obligations of such shareholders with respect to the Company and ordinary shares in the Company which, among other things, include certain non‑compete obligations, “drag‑along” rights applicable to and as among such shareholders, “rights of first offer” rights and board appointment rights (the “Shareholders’ Agreement”);
“PropertyGuru Warrant Instrument” has the meaning assigned to such term in the definition of “Novation, Assumption and Amendment Agreement”;
“PropertyGuru Warrants” means the 112,000 warrants to purchase PropertyGuru Shares issued to KKR Investor in accordance with the PropertyGuru Warrant Instrument;
“PropTech” means property technology;
“realestate.com.au” means realestate.com.au Pty Ltd;
“REA” means REA Asia Holding Co. Pty Ltd;
“REA Group” means REA Group Ltd;
“REA Subscription Agreement” means the subscription agreement, dated July 23, 2021, by and among the Company, Bridgetown 2 and REA Asia Holding Co. Pty Ltd;
“REA Transitional Services Agreement” means the transitional services agreement, dated August 3, 2021, by and among realestate.com.au Pty Ltd and PropertyGuru;
“Registration Rights Agreement” means the registration rights agreement, dated July 23, 2021, by and among Bridgetown 2, the Company, the Sponsor, the directors of Bridgetown 2 who hold Bridgetown 2 Shares, certain advisors of Bridgetown 2 to whom the Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with the Sponsor, and certain of the shareholders of PropertyGuru to be effective upon Closing pursuant to which, among other things, the Company agreed to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Sponsor, certain Sponsor affiliated parties and certain shareholders of PropertyGuru party thereto have been granted certain demand and piggyback registration rights;
“RSU” means restricted stock units;
“SEC” means the U.S. Securities and Exchange Commission;
“Sendhelper” means Sendtech Pte. Ltd.;
“Shareholders’ Agreement” means the shareholders agreement, dated March 17, 2022, by and among the Company, each of the TPG Investor Entities, the KKR Investor, REA and REA Group Limited;
“Singapore Dollars” and “S$” means Singapore dollars, the legal currency of Singapore;
“Sponsor” means Bridgetown 2 LLC, a limited liability company incorporated under the laws of the Cayman Islands;
“Sponsor Support Agreement” means the voting support agreement, dated July 23, 2021, by and among Bridgetown 2, the Sponsor, the Company and PropertyGuru pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein: (i) to vote in favor of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (ii) to appear at the Extraordinary General Meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (iv) not to redeem any Bridgetown 2 Shares held by the Sponsor, (v) not to amend that certain letter agreement between Bridgetown 2, the Sponsor and certain other parties thereto, dated as of January 25, 2021, (vi) not to transfer any Bridgetown 2 Shares held by the Sponsor, subject to certain exceptions, (vii) to release Bridgetown 2, the Company, PropertyGuru and its subsidiaries from all claims in respect of or relating to the period prior to the Closing, subject to the exceptions set forth therein (with PropertyGuru agreeing to release the Sponsor and Bridgetown 2 on a reciprocal basis) and (viii) to a lock‑up of its ordinary shares in the Company during the period of one year from the Closing, subject to certain exceptions;
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“TPG” means TPG Inc. and its affiliates;
“TPG Investor Entities” means TPG Asia VI SF Pte. Ltd. and TPG Asia VI Digs 1 L.P., each an affiliate of TPG; and
“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States; and “U.S. GAAP” means United States generally accepted accounting principles.
Key Performance Metrics and Non‑IFRS Financial Measures
Unless otherwise stated or unless the context otherwise requires in this document:
“Adjusted EBITDA” is a non-IFRS financial measure defined as net profit/loss for year/period adjusted for changes in fair value of preferred shares, warrant liability and embedded derivatives, finance costs, depreciation and amortization, tax expenses or credits, impairments when the impairment is the result of an isolated, non-recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation profit or loss, fair value profit or loss on lease modifications and contingent consideration, business acquisition transaction and integration cost (including contingent consideration), and the cost of listing and initial public offering (“IPO”) activities;
“Adjusted EBITDA Margin” is a non‑IFRS financial measure defined as Adjusted EBITDA as a percentage of revenue;
“ARPA” is defined as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period;
“Average revenue per listing” is defined as revenue for a period divided by the number of listings in such period;
“Engagement Market Share” is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers calculated over the relevant period. Engagement is calculated as the number of visits to a website during a period multiplied by the amount of time spent per visit on that website for the same period, in each case based on data from SimilarWeb. Engagement Market Share is based on the prevailing SimilarWeb algorithm on the date the Company first filed or furnished such information to the SEC;
“Number of agents” in all Priority Markets except Vietnam is calculated for a period as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. In Vietnam, number of agents is calculated as the number of agents who credit money into their account within the relevant period. When counting in aggregate across the PropertyGuru group, in markets where PropertyGuru operates more than one digital property marketplace, an agent with subscriptions to more than one portal is only counted once;
“Number of listings” in Vietnam is calculated as the sum of all listings created in each month over the relevant period (other than listings from promotional accounts). Number of listings is used to calculate average revenue per listing;
“Number of real estate listings” is calculated as the average number of listings created monthly during the period for Vietnam and the average number of monthly listings available in the period for other Priority Markets;
“property seekers” is the number of total visits to PropertyGuru’s websites over a period, based on Google Analytics data; and
“Renewal rate” is defined as the number of agents that successfully renew their annual package during a year/period divided by the number of agents whose packages are up for renewal (at the end of their 12 month subscription) during that year/period.
Industry and Market Data
This Annual Report includes industry, market and competitive position data that have been derived from publicly available information, industry publications and other third-party sources, including estimated insights from SimilarWeb and Google Analytics, as well as from PropertyGuru’s own internal data and estimates.
Industry publications and other published sources generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this Annual Report. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Item 1. Key Information—D. Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
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Trademarks
We have proprietary rights to trademarks used in this Annual Report that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the “®” or “” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this Annual Report is the property of its respective holder.
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Cautionary Note Regarding Forward-Looking Statements
This Annual Report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward‑looking statements.” These forward‑looking statements can generally be identified by the use of forward‑looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward‑looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which we operate as well as any information concerning possible or assumed future results of our operations. Such forward‑looking statements are based on available current market material and our management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward‑looking statements include:
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The foregoing list of factors is not exhaustive. The forward‑looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward‑looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward‑looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 3. Key Information—D. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward‑looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 pandemic and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We will not and do not undertake any obligation to update or revise any forward‑looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should read this Annual Report and the information incorporated by reference herein with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Not applicable.
Not applicable.
Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this Annual Report and in the other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.
Summary of Risk Factors
Our business is subject to a number of risks and uncertainties, including those described in Item 3.D. of this Annual Report. If any of those risks are realized, our business, financial condition and results of operations could be materially and adversely affected. Set forth below is a summary list of the key risks to our business:
Risks Related to Our Business and Industry
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Risks Related to Our Intellectual Property and Technology
Risks Related to Regulatory Compliance and Legal Matters
Risks Related to Ownership of Securities in the Company
Risks Relating to Taxation
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Risks Related to Our Business and Industry
Global economic conditions have been and continue to be challenging and have had, and may continue to have, an adverse effect on financial markets, the health of the real estate industry in our Priority Markets and the economy in general.
The possibility of downturns or turbulence in global financial markets and economies as well as fiscal policies in our Priority Markets has had, continues to have, and may increasingly have a negative impact on property seekers, our customers, demand for our existing and new products and services, profitability, access to credit and our ability to operate our business.
Our financial performance is influenced by the overall condition of the real estate markets in the Priority Markets in which we operate. Each of these real estate markets are affected by various macroeconomic factors outside our control (which by their nature are cyclical and subject to change). These factors include inflation, interest rates, the general market outlook for economic growth, unemployment and consumer confidence. These factors are also affected by government policy and regulations that may change.
In many countries globally, including our Priority Markets, high inflation and concerns over potential economic recessions continue to persist, including due to global economic, political and social conditions that can give rise to global supply chain disruptions, government stimulus packages, rising costs of commodities, and geopolitical conflicts. Inflation has risen significantly in recent years, which in turn led to an increase in interest rates in 2022 and 2023, which impacted mortgage affordability. To the extent inflation and interest rates remain elevated, these pressures may negatively impact property demand and demand for our products and services. In addition, lingering effects of global and industry-wide supply chain disruptions caused by factors such as the COVID-19 pandemic and geopolitical turmoil resulted in shortages in labor, materials and services. Such shortages contributed to rising costs of labor, materials and services and scarcity of certain products and raw materials could continue to significantly impact our customers and weaken global economies. Inflationary pressures increased our operating costs in 2022 and 2023 and may have an adverse impact on our costs, margins and profitability in the future. We cannot predict any future trends in the rate of inflation, and to the extent we are unable to recover higher costs through higher prices for our products and offerings, a significant increase in inflation could negatively impact our business, financial condition and results of operation.
Our marketplaces business generates revenue from property developers from advertising activities to promote sales of residences in new property developments (which we refer to as “primary listings” to distinguish them from “secondary” sales of already existing residential properties). Given the longer lead times required and increased costs to develop and market new property developments, these primary listings may prove more volatile than secondary listings, as economic uncertainty (over a longer period) may have a greater adverse impact on the rate and extent of new property development activity and could result in fewer primary listings. In addition, most agents in our Priority Markets are effectively self-employed individuals who are largely commission remunerated and may leave the industry when market conditions deteriorate sufficiently. Accordingly, a property downturn could cause a decline in the number of agents and developers, reduce demand for our products and services or reduce our ability to increase prices in light of subdued market conditions. For example, in Vietnam, our agent customers significantly reduced their discretionary spending in the fourth quarter of 2022 and through 2023 following actions by the State Bank of Vietnam to control credit growth, including controlling loans for real estate, which suppressed consumer sentiment and the real estate market in Vietnam. This negatively impacted the number of real estate listings on our platform and in turn impacted our revenue in Vietnam, where we operate a pay-as-you-go model and effective monetization depends on our ability to sustain the number of listings that agents post to our platform. The cyclical nature of the real estate market also has an effect, where the real estate market in each country or major city tends to rise and fall in line with economic prosperity and sentiment in that country or major city (noting Priority Markets generally operate independently of one another). These macroeconomic factors, along with regulatory and political changes, also contribute to the availability of credit to purchasers, which is a main driver of housing price accretion and capability to transact.
Government and regulatory policies in our Priority Markets, including policies towards housing and infrastructure development and sustaining continued economic growth, could also have a significant impact on real estate or credit markets and, in turn, our revenues. For example, governmental actions in Vietnam in 2022 significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and weakened consumer confidence, which in turn has reduced demand for our platform, products and services in Vietnam in 2023. For further information, see “— Our business is subject to legal and regulatory risks and changes in regulatory requirements and governmental policy that could have an adverse impact on our business and prospects.”
In addition, our ability to fund our liquidity requirements and operate our business depends on our cash flows from operations and, in future, potentially our ability to access capital markets and borrow on credit facilities. Our access to and the availability of financing on acceptable terms may be adversely impacted by global economic conditions, including inflation, interest rate changes and systemic banking risks. For more information, please see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
Changing economic conditions have also had and may continue to have an effect on foreign exchange rates, which in turn may affect our business. For further information, see “— Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.”
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We cannot predict the timing or duration of an economic slowdown or the timing or strength of a subsequent economic recovery generally or in the real estate industry. If macroeconomic conditions worsen or the current global economic conditions continue for a prolonged period of time, we are not able to predict the impact that such conditions will have on credit markets, the real estate industries in our Priority Markets and our results of operations.
Changes in the structure of the real estate markets in which we operate could also adversely impact our business. For example, a reduction in the customary rate of commissions earned by real estate agents from property sales could reduce agents’ capacity to pay for our products and services and could prevent us from increasing prices or even require us to reduce our subscription fees or the prices of our discretionary credits, which could have an adverse effect on our business and financial performance. This risk would be more pronounced in Vietnam where our business derives most of its revenue from agent discretionary revenue given our pay-as-you-go model in the country. Similarly, if larger agencies, rather than individual agents, become comparatively more important as a source of revenue, this could increase customer pricing power, could prevent us from increasing prices or put pressure on our existing pricing and could develop into us competing with such agencies’ own websites or platforms. The occurrence of any of these factors could adversely affect our business, financial condition and results of operations.
We have a history of losses, and we may not maintain profitability in the future.
We have a history of losses, including net losses of S$15.3 million, S$129.2 million and S$187.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. We expect to continue to make investments in developing and expanding our business, including but not limited to in technology, recruitment and training, marketing, and for the purpose of pursuing strategic opportunities. We may incur substantial costs and expenses from our growth efforts before we receive any incremental revenues in respect of any acquisitions or investments in growth. We may find that these efforts are more expensive than we originally anticipate, or that these investments do not result in a sufficient increase in revenue to offset these expenses, which would further increase our losses. Additionally, we may continue to incur significant losses in the future for a number of reasons, including but not limited to:
Inflationary pressures increased our operating costs in 2022 and 2023 and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. Our initiatives to alleviate inflationary pressures, such as alternative supply arrangements and changes to our hiring policies, including hiring employees in locations with lower ongoing wage costs, may not be successful or sufficient. In addition, in light of rising operating costs, we implemented cost control actions in 2022 and 2023, including by managing discretionary costs, implementing selective hiring and reducing our sales and marketing expenses.
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Furthermore, there can be no assurance that we will be willing or able to cover any increased costs by increasing the prices of our products and services.
If we fail to maintain our profitability or grow our revenue sufficiently to keep pace with our investments and other expenses, our business will be harmed. If our existing businesses or any future acquisitions underperform, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, lenders, customers and our employees. Impairments may also be generated due to changes in the assessment methodology of the carrying values of assets or changes to the inputs that form part of these assessments. These changes are not predictable and many of them may be outside of our control. In addition, as a public company, we will also incur significant legal, accounting, insurance, compliance and other expenses that we did not incur as a private company.
Our business is dependent on our ability to attract new, and retain existing, customers and consumers to our platform in a cost-effective manner.
Currently, we generate revenue primarily through sales of digital classifieds and property development advertising products and services to real estate agents and developers, which we refer to as customers. Our ability to attract and retain customers, and ultimately to generate advertising revenue, depends on a number of factors, including but not limited to:
We may not succeed in capturing a greater share of our customers’ advertising expenditure if we are unable to convince them of the effectiveness or superiority of our products compared to alternatives, including but not limited to traditional offline advertising media. Property developers, in particular, continue to allocate significant advertising expenditure for the sales of residences in their new property developments to print media, including but not limited to large display advertisements in newspapers, and other media such as billboards. This is significant because property advertising in our Priority Markets predominantly involves these primary transactions (i.e., new developments advertised by property developers or their marketing agents). We also compete for a share of advertisers’ overall marketing budgets with other PropTech companies in our Priority Markets.
If we are unable to attract new customers in a cost-effective manner or if existing customers reduce or discontinue their subscription or advertising spending with us, our business, financial condition and results of operations could be adversely affected.
We do not have long-term contracts with most of our customers, and most of our customers have the ability to terminate their relationship with us on short notice by choosing not to renew their contracts with us.
Our agent subscription agreements generally have a duration of 12 months and we do not have long-term contracts with most of our other customers. Our customers could choose to modify or discontinue their relationships with us when their subscription agreements expire, which could leave us with little or no advance notice of their departure. In addition, as existing subscription agreements or other contracts expire, we may not be successful in renewing these subscription agreements or other contracts, securing new customers or increasing or maintaining the amount of revenue we derive from a given subscription agreement or other contract over time for a number of reasons, including, among others, the following:
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Our decision to launch new product or service offerings and increase the prices of our products and services may not achieve the desired results.
The industry for residential real estate transaction services, technology, information marketplaces and advertising is dynamic, and the expectations and behaviors of customers and consumers shift constantly and rapidly. As part of our operating strategy, we have increased, and plan in the future to continue to change, the nature and number of our products (including depth products) and services and, with that, the prices we charge our customers for the products and services we offer. Changes or additions to our products and services may not attract or engage our customers, and may reduce confidence in our products and services, negatively impact the quality of our brands, negatively impact our relationships with partners or other industry participants, expose us to increased market or legal risks, subject us to new laws and regulations or otherwise harm our business. Our customers may not accept new products and services (which would adversely affect our average revenue per agent (“ARPA”)), or such price increases may not be absorbed by the market, or our price increases may result in the loss of customers or the loss of some of our customers’ business. We may not successfully anticipate or keep pace with industry changes, and we may invest considerable financial, personnel and other resources to pursue strategies that do not ultimately prove effective such that our results of operations and financial condition may be harmed. If we are not able to raise our prices or encourage our customers to upgrade their subscription packages or invest in depth products to further differentiate their listings, or if we lose some of our customers or some of our customers’ business as a result of price increases, or if the bargaining power of our customer base increases and the subscription prices and other fees we are able to charge real estate developer or agent customers decline, our business, financial condition and results of operations could be adversely affected.
If our customers do not make valuable contributions to our platform or fail to meet consumers’ expectations, we may experience a decline in the number of consumers accessing our platform and consumer engagement, which could adversely affect our business, financial condition and results of operations.
Our success depends on our ability to attract consumers to our platform, to maintain high levels of consumer engagement and to offer products and services that meet customer demand. We depend on our customers to list properties on our platform that are desirable to consumers and responsive to consumers’ expectations. The inventory of properties available for our customers to list on our platform may be affected by various factors outside of their and our control, such as the general market outlook for economic growth, the overall health of the real estate market and changes to the regulation of the real estate industry. In addition, if our customers stop using our products, services and/or platform, we may not be able to provide consumers with a sufficient range and variety of listings, which could reduce the attractiveness of our platform for consumers and lead to a reduction in consumer traffic. If our customers do not continue to make valuable contributions to our platform, our brand, reputation, traffic on our platform and sales of our products and services could be adversely affected.
Currently, we rely on the sale of listing and advertising services for the majority of our revenue. If we experience a decline in the number of consumers or a decline in consumer engagement, our customers may not view our products and services as attractive for their marketing expenditures and may reduce their spending with us, which may adversely affect our business, financial condition and results of operations.
We may not be able to attract a sufficient level of traffic to our websites and applications.
The attractiveness of our online real estate advertising platform to our real estate developer or agent customers is influenced by our ability to draw consumers (who conduct property searches and access property related information research) to our websites and applications. A decline in the level of consumer traffic to our websites and applications could have a material adverse effect on our ability to generate revenue from the sale of subscriptions and advertising on our websites and mobile applications as well as on our relationships with real estate developer or agent customers.
A number of factors may negatively affect the volume of traffic to our websites and applications, including but not limited to:
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Any inability to attract a sufficient level of traffic to our websites and applications for the foregoing or other reasons could adversely affect our business, financial condition and results of operations.
We operate in a highly competitive and rapidly changing industry, which could impair our ability to attract users of our products, which could adversely affect our business, results of operations and financial condition.
We face competition to attract consumers to our websites, mobile and software applications and to attract real estate agents, property developers and other enterprise customers to purchase our products and services. The markets for online real estate advertising and property technology services in our Priority Markets are highly competitive and rapidly changing. In addition to competing with traditional media sources for a share of advertisers’ overall marketing budgets, our business is subject to the risk of digital and other disruption. Our success depends on our ability to continue to attract additional consumers to our websites, mobile and software applications. Existing or new competitors could expand their product offerings or develop new products or technology that compete with ours. For example, our competitors may incorporate artificial intelligence (“AI”) solutions into their products, services and features, and may leverage AI, including generative AI, in their product development, operations, and their software programming more quickly or more successfully than us and there can be no assurance that the usage of AI will enhance our products or services or be beneficial to our business, which could impair our ability to compete effectively and adversely affect our results of operations.
Southeast Asia is at an early stage of the introduction of a digital property agency business model which involves end-to-end ownership of the property seeker lifecycle. Under this business model, property seekers discover listings on the digital platform and are then introduced to agents employed by the same company which maintains the digital listing. These agents help the seekers buy their homes. This business model is still achieving maturity in markets such as the United Kingdom and the United States. Our Priority Markets are seeing the very first early-stage digital agencies testing the viability of this business model. Although at present many of these digital agencies still rely on our online marketplaces to drive traffic and awareness to their leads, there is a risk that other emerging business models may become more popular and supplant our digital marketplaces.
Furthermore, large companies with strong brand awareness in international markets or global search engines and social media sites may decide to enter the real estate market and start advertising property on their existing or new platforms, which could increase competition in our Priority Markets and may have a materially adverse effect on our business. These companies could devote greater technical and other resources than we have available, have a more accelerated time frame for deployment and leverage their existing user bases and proprietary technologies to provide products and services that consumers might view as superior to our offerings. Any of our future or existing competitors may introduce different solutions that attract consumers or provide solutions similar to our own but with better branding or marketing resources or cross-subsidize and lower their advertising rates. If we are unable to continue to grow the number of consumers who use our websites and mobile applications, our business, financial condition and results of operations could be adversely affected.
We compete to attract customers with media sites, including but not limited to other companies that operate digital property classifieds marketplaces in our Priority Markets and agent and property developer websites. We also compete for a share of advertisers’ overall marketing budgets with traditional media such as television, magazines, newspapers and home/apartment guide publications. To compete successfully for customers against future and existing competitors, we must continue to invest resources in developing our advertising platform and proving the effectiveness and relevance of our advertising products and services. New business models frequently emerge in our industry and may require us to modify our own business model or offerings in order to continue to compete effectively. For example, we may in the future face new competition from digital companies that use data to buy properties instantly from sellers, renovate/repair and then re-sell the property online at a profit. Additionally, competitors may drive traffic away from our platform and increase their market share through aggressive or high-spend marketing campaigns, or prolonged price discounting. We rely on our strong market position and healthy traffic to our platform to capture valuable market data that we use to monetize our business and develop our offerings and data software. Any failure by us to compete effectively could adversely impact our business, research and development and prospects.
We may fail to anticipate these movements and lose market share as a consequence, which may be difficult to regain quickly or at all. Pressure from competitors seeking to acquire a greater share of customers’ overall marketing budget could adversely affect our pricing and margins and lower our revenue and increase our marketing expenses. The actions of our competitors and new market entrants could also force us to undertake substantial investment in updating or improving our current technology platforms and product offering. There is no guarantee that we will be successful in developing new products and we
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may not receive revenues from these investments for several years or at all, which may have an adverse effect on our business, financial condition and results of operations.
If we are unable to compete successfully against our existing or future competitors, our business, financial condition and results of operations could be adversely affected.
Our business is subject to legal and regulatory risks and changes in regulatory requirements and governmental policies that could have an adverse impact on our business and prospects.
Increased regulation, changes in existing regulation or increased government intervention in our industry may adversely affect our business, results of operations and financial condition. Focus areas of regulatory risks we are exposed to include, among others: (i) evolution of laws and regulations applicable to digital property marketplaces or online advertising in general, (ii) various forms of data regulation such as data privacy, data localization, data portability, cybersecurity and advertising or marketing, (iii) anti-trust and competition regulations, (iv) economic regulations such as price and supply regulation, (v) foreign ownership restrictions, (vi) artificial intelligence regulation and (vii) regulations regarding the provision of online services, including but not limited to with respect to the internet, mobile devices and e-commerce. For example, we and our agent and developer customers may be subject to stringent compliance requirements, including but not limited to privacy and security standards for handling data, which could impact the manner in which we provide our services. Further, regulators have imposed guidelines for use of cloud computing services that mandate specific controls to be located in a particular jurisdiction or require financial services enterprises to obtain regulatory approvals prior to outsourcing certain functions.
In addition, we may not be able to obtain all the licenses, permits and approvals that may be necessary to provide the products and services that we may seek to offer in the future. Relevant laws and regulations, as well as their interpretations, may be unclear or may evolve in certain jurisdictions. This can make it difficult for us to assess which licenses and approvals are necessary for our business, or the processes for obtaining such licenses in certain jurisdictions. For these reasons, we also cannot be certain that we will be able to maintain the licenses and approvals that we have previously obtained, or that once they expire, we will be able to renew them. We cannot be sure that our interpretations of the rules and their exemptions have been or will be consistent with those of the local regulators. As we expand our businesses, and in particular our mortgage brokerage business and our future Fintech and data services growth initiatives, we may be required to obtain new licenses and comply with additional laws and regulations in the markets in which we plan to operate.
Government and regulatory policies could also have a significant impact on real estate or credit markets and, in turn, our revenues. For example, the Singapore government has implemented various cooling measures since 2021 in an effort to moderate demand, regulate price increases and promote prudent borrowing in the face of rising interest rates, including raising Additional Buyer’s Stamp Duty and tightening loan-to-value limits on residential property purchases and the total debt servicing ratio threshold for property loans. In February 2022, the Singapore government announced changes to Singapore’s tax regime that included increases in property tax rates for certain residential properties in 2023 and 2024. In 2022, the State Bank of Vietnam required banks in Vietnam to take certain measures to control credit growth, including controlling loans for real estate, and. the Vietnamese government imposed more stringent conditions and requirements on the private placement of bonds, including enhanced disclosure requirements. Such measures significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam. While the Vietnamese government has made efforts in 2023 to enhance credit accessibility, consumer confidence has remained low, which negatively impacted property demand and demand for our platform, products and services in 2023. In addition, the Ministry of Finance in Vietnam has approved the tax reform strategy for 2030, under which the government is expected to raise taxes on land and housing in Vietnam.
These policies, or any significant change in one or more of these policies in any of our Priority Markets could adversely impact real estate markets, which may reduce the demand for our platform and/or products and services and could adversely affect our business, financial condition and results of operations.
Our business, financial condition and results of operations could be adversely affected by global or regional health events, such as the COVID-19 pandemic, and related government, private sector and individual consumer responsive actions.
The COVID-19 pandemic, its broad impact and measures taken to contain or mitigate the pandemic have had significant negative effects on the global economy, employment levels, employee productivity, supply chains, and certain aspects of the residential real estate and financial markets. This, in turn, has had a negative impact on property seekers, our customers, demand for our existing and new products and services, profitability, access to credit and our ability to operate our business.
The occurrence or resurgence of global or regional health events, such as the COVID-19 pandemic, may cause governments to impose some or all prior or new restrictive measures with their consequential impact on economies and supply chains, which may adversely affect home buying, selling, renting, financing and shopping trends. As such, any continuing effects of, or prolonged reemergence from such global or regional health events could have a material adverse effect on our business, financial condition and results of operations.
In addition, our ability to fund our liquidity requirements and operate our business depends on our cash flows from operations and, in future, potentially our ability to access capital markets and borrow on credit facilities. Our access to and the availability of financing on acceptable terms may be adversely impacted by global or regional health events such as the COVID-19 pandemic. See also “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
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Regulations regarding environmental, social and governance (“ESG”) matters, including climate change may affect us by substantially increasing our costs and exposing us to potential liability.
We are, and may become, subject to ESG laws and regulations, which may affect aspects of our operations such as how we develop or operate our platforms and our presence in our Priority Markets, as well as require us to increase, or impact on,our reporting and compliance obligations with respect to ESG matters. Standards for tracking and reporting ESG matters continue to evolve. New laws, regulations, policies and international accords relating to ESG matters, including sustainability, climate change, human capital, human rights, value chains and diversity, are being developed and formalized in Europe, the United States, Asia and elsewhere, which may entail specific actions and/or disclosure requirements. Our processes and controls for reporting ESG matters across our operations and value chain are evolving along with multiple disparate standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC and other regulators. Such standards may change over time, which could result in significant revisions being required to be made to our current goals, reported progress in achieving such goals and/or ability to achieve such goals in the future, as well as increased costs, internal controls, and oversight obligations. Any failure, or perceived failure, by us to comply fully with developing interpretations of ESG laws and regulations could harm our business, reputation, financial condition and operating results and require significant time and resources to make the necessary adjustments. If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, service provider or employer could be negatively impacted.
Developers and commercial and residential property builders who list their properties on our platforms may also become subject to more stringent requirements under such laws. It is unclear how these future developments and related matters will ultimately affect the regulated areas in which we may operate. While we cannot predict with certainty the extent to which developments in areas with stringent building requirements or legal restrictions or other ESG requirements that may become effective may affect us either directly or indirectly, they could require time-consuming and costly compliance programs or result in significant expenditures, which could lead to delays and increased operating costs. Our failure to comply with ESG laws could result in fines, penalties, restoration obligations, revocation of permits, and other sanctions.
In addition, there is a variety of legislation being enacted, or considered for enactment, specifically relating to energy and climate change matters. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase the cost to construct commercial and residential properties, which could adversely affect the property market. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and become more costly to comply with. In addition, it is possible that some form of expanded energy efficiency legislation may be passed, which may, despite being phased in over time, significantly increase the costs of building commercial and residential properties and the sale price to buyers and adversely affect our listing volumes.
We are subject to a series of risks related to climate change.
There are inherent climate-related risks wherever business is conducted. Certain of our facilities, as well as our and third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, require us to incur additional operating or capital expenditures, or otherwise adversely impact our business, financial condition, or results of operations. Climate change may increase the frequency and/or intensity of such events. Climate change may also contribute to various chronic changes in the physical environment, such as sea-level rise or changes in ambient temperature or precipitation patterns, which may also adversely impact our or our suppliers’ operations. While we may take various actions to mitigate our business risks associated with climate change, this may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risk. For example, to the extent catastrophic events become more frequent, it may adversely impact the availability or cost of insurance.
Additionally, we expect to be subject to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to increased regulations, evolving stakeholder expectations, and changes in market demand. For more information, see “—Increased attention to, and evolving expectations for, ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.” Changing market dynamics, global and domestic policy developments, and the increasing frequency and impact of meteorological phenomena have the potential to disrupt our business, the business of our suppliers and/or customers, or otherwise adversely impact our business, financial condition, or results of operations.
Increased attention to, and evolving expectations for, ESG initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG and sustainability practices. Expectations regarding mandatory and voluntary ESG initiatives and disclosures and consumer demand for alternative forms of energy may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, enhanced compliance or disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
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While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to develop the ESG profile of our company or to respond to specific or general stakeholder expectations, such initiatives may be costly and may not have the desired effect. Expectations around our company’s management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. Such initiatives may also not be cost effective in achieving their goals and may not be considered to achieve return on the investment. For example, we may ultimately be unable to complete certain initiatives or targets, either on the timelines initially announced or at all, due to technological, cost, or other constraints, which may be within or outside of our control. Moreover, actions or statements that we may take based on expectations, assumptions, or third-party information that we currently believe to be reasonable may subsequently be determined to be erroneous or be subject to misinterpretation. If we fail to, or are perceived to fail to, comply with or advance certain ESG initiatives or goals (including the timeline and manner in which we complete such initiatives or achieve such goals), we may be subject to various adverse impacts, including reputational damage and potential stakeholder engagement and/or litigation, even if such initiatives or goals are voluntary. For example, there have been increasing allegations of greenwashing against companies making significant ESG claims due to a variety of perceived deficiencies in performance or methodology, including as stakeholder perceptions of sustainability continue to evolve. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or customers, which may adversely impact our operations. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters. For example, on March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by requiring registrants to disclose certain climate-related information in registration statements and annual reports. The final rules will become effective 60 days following publication of the adopting release in the Federal Register. The final rules are subject to litigation in the U.S., and the outcome of this litigation is currently unknown. As an accelerated filer, if the rules become effective and are not overturned, we will be required to provide the enhanced climate-related disclosures in our annual report for the year ending December 31, 2026. Compliance with these new rules may require us to incur significant additional costs to comply, including the implementation of significant additional internal controls, processes and procedures regarding matters that have not been subject to such controls in the past, and impose increased oversight obligations on our management and board of directors. For more information please also see “—Regulations regarding environmental matters and climate change may affect us by substantially increasing our costs and exposing us to potential liability.” This increase in the quantity and detail of ESG information that is subject to mandatory disclosure requirements, combined with developing stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Additionally, many of our suppliers, business partners and others in our value chain may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.
Our ability to attract, train and retain executives and other qualified employees is critical to our business, results of operations and future growth.
Our business depends on successfully hiring and retaining key employees in senior management, sales and marketing and information technology. We require highly qualified and skilled employees, including but not limited to country managers, to generate revenue and maintain customer relationships with real estate agents and developers, along with computer programmers, software engineers and data technicians (who are in high demand by technology companies operating in Southeast Asia) to develop new products and maintain and enhance existing ones.
Competition for qualified employees in our industry has become more intense in recent years, particularly due to inflationary pressures. We have placed heightened focus to the retention of and career planning for key technology personnel due to the highly competitive employment market across our Priority Markets, especially in Singapore. If we are unable to retain or attract high quality employees required for our business activities, address the loss of any key personnel, or are required to materially increase the amount we offer in remuneration to secure the employment of key personnel, our operating and financial performance could be adversely affected.
We depend on our agents business for a significant portion of our revenue.
In the past we have derived and we believe that we will continue to derive a significant portion of our revenue from our agents business across Southeast Asia and, in particular, in Singapore. In 2023, agent revenue accounted for 81.2% of our revenue, and 65.9% of our agent revenue was generated from Singapore. In 2022, agent revenue accounted for 79.7% of our revenue, and 57.0% of our agent revenue was generated from Singapore. In 2021, agent revenue accounted for 76.4% of our revenue, and 60.3% of our agent revenue was generated from Singapore. Adverse developments affecting business activity in Singapore or our agents business may have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will be able to sustain the number of agents and digital property listings necessary to maintain
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and grow our agents business in Singapore or in general. Furthermore, there can be no assurance that we will succeed in expanding our agents business outside of Singapore or in growing our developers, Fintech and data services.
Our operations and investments are located in Southeast Asia and we are therefore exposed to various risks inherent in operating and investing in the region.
Our Priority Markets are in Singapore, Vietnam, Malaysia and Thailand, which means that other than assets located in and most of the income derived from our Singapore business, our assets and income are located in or derived from emerging market countries. In addition, we have a number of employees located in India. Emerging market countries are typically subject to greater political, policy, legal, economic, taxation and other risks and uncertainties, including but not limited to the risk of expropriation, nationalization and commercial or governmental disputes, inflation, interest rate and currency fluctuations and greater difficulty in enforcing or collecting payment against contracts or in having certainty that all required governmental and regulatory approvals necessary to run our business are in place and will be renewed. Asian markets are inherently non-homogenous and require bespoke business models for each country in which we operate which adds complexity and reduces economies of scale.
Emerging market countries where we operate may have less sophisticated legal, taxation and regulatory systems and frameworks, including but not limited to unexpected changes in, or inconsistent application, interpretation or enforcement of, applicable laws and regulatory requirements. In particular, because legislation and other laws and regulations in emerging markets are often undeveloped, it is frequently difficult to interpret those laws and regulations with certainty. Regulatory authorities may adopt different interpretations to the Company or may revise laws, regulations or interpretations, potentially with retrospective effect, in ways that adversely affect our business, financial condition and results of operations. This gives rise to increased risks relating to labor practices, foreign ownership restrictions, tax regulation and enforcement, difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regimes and other issues in the markets where we operate or may in the future operate. Such risks could interrupt or adversely impact our business and may adversely affect our financial condition and results of operations.
Most of our Priority Markets have experienced political and social instability at various times in the past, including but not limited to acts of political violence and civil unrest. These countries also have been subject to a number of terrorist attacks and other destabilizing events, which have led to economic and social volatility. There can be no assurance that similar destabilizing events will not occur in the future. Any such destabilizing events could interrupt and adversely affect our business, financial condition and results of operations. For example, in November 2022, an inconclusive general election in Malaysia produced the country’s first hung parliament, with neither of the leading coalitions achieving a simple majority to form a government and Malaysia’s King Abdullah naming opposition leader Anwar Ibrahim as the country’s new prime minister. While the August 2023 elections did not result in any change to Malaysia’s reigning coalition government, the opposition party’s stronger performance in certain states indicated potential instability. In January 2023, Vietnam’s President Nguyen Xuan Phuc announced his resignation from office amid escalation of an anti-corruption campaign led by the ruling Communist Party. Following Thailand’s 2023 general election, the winning party was forced to become the opposition after the military-backed Senate obstructed its leader from becoming prime minister. We continue to monitor the effect of these recent political developments on Malaysia’s real estate market and our business.
Investors should also note that emerging markets are also subject to rapid changes. An increase in the perceived risks associated with investing in emerging economies could reduce foreign investment in our Priority Markets, which may have a materially adverse impact on the real estate markets in those countries, or make it more difficult for us to obtain debt and equity financing. This could adversely affect our financial capacity to meet our business objectives and therefore adversely affects our business, financial condition and results of operations.
We conduct business in certain countries where there is a heightened risk of fraud and corruption due to local business practices and customs. Fraud and corruption may have an adverse impact on our reputation if any property developers who use our digital property classifieds marketplaces or our data and software solutions, or any other counterparties with whom we deal or contract in any aspect of our business, engage in fraud, bribery or corrupt practices, particularly in order to secure government involvement in, or approvals of, new development projects and any other permits and development approvals.
Our strategic investments and acquisitions may not bring us anticipated benefits, may pose integration challenges and may divert the attention of management, and we may not be successful in pursuing future investments and acquisitions.
We have completed strategic acquisitions in the past and plan to explore additional acquisitions in the future. For example, in 2018, we acquired Batdongsan.com.vn in Vietnam and in 2021, through our acquisition of the Project Panama Entities, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand digital property marketplace businesses, iProperty.com.my, and thinkofliving.com as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia. In October 2022, we acquired Sendhelper, a Singapore home services technology company.
Strategic acquisitions and the subsequent integration of new businesses and assets with our business can require significant attention from our management and result in a diversion of resources from our existing business, which in turn could adversely affect our business operations. There is a risk that acquisitions may fail to meet our strategic objectives or that the acquired businesses may not perform in line with expectations. The process of integrating an acquired company, business or technology may also create unforeseen operating difficulties and expenditures, and we may fail to achieve expected synergies, cost savings,
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returns and other benefits as a result of integration challenges. There is also a risk that customers of acquired businesses do not continue using our platform, if, for example, they are unwilling to pay higher prices.
Our acquisitions could also fail to achieve anticipated revenue, earnings, or cash flow, and we may be unable to maintain the key customers, business relationships, suppliers, and brand potential of our acquisitions. In addition, there may be difficulties and expenses in assimilating particular investments or acquisitions, such as their operations, products, technology, privacy protection systems, information systems or personnel. In addition, there could be challenges and increased demands on our personnel associated with the management of additional platforms and revenue streams. Any such negative developments could adversely affect our business, financial condition and results of operations.
Strategic investments or acquisitions inherently involve the risk of incurring liability for the past acts, omissions or liabilities of the acquired business that are unforeseen or greater than anticipated. In such cases, we may be subject to legal, operational, tax and other risks, and our financial and operating performance and growth prospects may be adversely impacted and our reputation may be harmed. We may continue to be exposed to such risks and liabilities for a period after our acquisition or investment as we review and integrate our acquisitions and, where necessary, improve the acquired business’ reporting, compliance and other functions.
While we expect to undertake due diligence investigations in respect of our acquisitions, and may engage external advisors to provide us with reports on due diligence matters, we may not be able to identify all risks (including but not limited to as to finance, legal, operational or tax matters) or be able to verify the accuracy, reliability or completeness of information obtained during our diligence investigations. These risks may increase when there are limitations or restrictions on the scope or nature of the due diligence that we are able to undertake in connection with the acquisition of a business, assets or technology. In addition, we may only be able to obtain limited contractual representations, warranties and indemnities from the sellers in respect of the adequacy or accuracy of the information and materials disclosed by them to us during the due diligence process and in respect of other material matters relating to the acquired business or the acquisition. The representations, warranties and indemnities provided by the sellers may be limited in scope or duration and may also be difficult to enforce in the relevant jurisdictions. There is also a risk that the sellers may withhold material information from us during our due diligence investigations, and may make misrepresentations to us or third parties relating to the operational and financial performance and financial condition of the business we are acquiring, including but not limited to in relation to operational, business, financial, taxation and compliance matters. If any of the information provided by or on behalf of a seller or third parties with whom we engage as part of the due diligence process is incomplete, incorrect, inaccurate or misleading, or if material information is withheld from us, we may not identify all of the risks of the business, assets or technology we are acquiring, the business, assets or technology may not perform as we expected, and we may incur unanticipated costs and liabilities. We may also incur unanticipated costs and liabilities if we fail to honor the representations, warranties and indemnities that we provide to counterparties in connection with strategic investments or acquisitions.
If an acquisition underperforms or there are material deviations in the quality or nature of acquired assets versus what was envisaged during due diligence and negotiation of such acquisition, this may result in impairments to the carrying values of assets on the balance sheet including but not limited to goodwill and intangible assets. These impairments may adversely impact our financial condition and results of operations and the confidence of shareholders, financial lenders or agents and employees.
We may not be successful in implementing our growth strategies and our business could suffer if we do not successfully manage our growth.
We have identified and invested in a number of potential adjacent growth opportunities such as data, Fintech, home services (including but not limited to contractor and moving services) and developer operating systems. Though we may continue to expand our operations into adjacent offerings, there is no guarantee we will be able to monetize these opportunities. New products and services may have a higher degree of risk, as they may involve new offerings with which we have limited or no prior development or operating experience. There can be no assurance that customer or consumer demand for such offerings will materialize or be sustained at the levels that we anticipate, that we will be able to successfully manage the development and delivery of such offerings, or that any of these offerings will gain sufficient market acceptance to generate sufficient revenue to offset associated expenses or liabilities. We may also be subject to pressure from existing and future competitors in any new offerings, and it is also possible that offerings developed by others will render our offerings noncompetitive or obsolete. Further, these efforts may entail investments in our systems and infrastructure and increased legal and regulatory compliance expenses, could distract management from current operations, and may divert capital and other resources from our more established offerings and geographies. Even if we are successful in developing new offerings, regulatory authorities may subject us or our customers and consumers to new regulatory regimes (including but not limited to Fintech), rules, taxes or restrictions, or more aggressively enforce existing rules, taxes or restrictions, which could increase our expenses or prevent us from successfully commercializing these initiatives. We may be exposed to risks due to our unfamiliarity with the relevant laws and regulations, potentially leading to misinterpretation and/or non-compliance. If we do not realize the expected benefits of our investments, we may fail to grow and our business, financial condition and results of operations may be adversely affected.
We may need to raise additional capital to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all.
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We have funded our operations since inception primarily through equity and debt financings and revenue generated from our business. Growing and operating our business, including but not limited to through the development of new and enhanced products and services, may require significant cash outlays, liquidity reserves and capital expenditures. If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all. Financing arrangements we pursue or assume, including but not limited to debt or equity financing, may require us to grant certain rights, take certain actions, or agree to certain restrictions, which could negatively impact our business. Equity financing, or debt financing that is convertible into equity, could also result in additional dilution to our existing shareholders. If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which could adversely affect our business, financial condition and results of operations.
Catastrophic events may disrupt our business.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, real estate commerce, and the global economy, and thus could harm our business. For example, global or regional health events, such as any resurgence of the COVID-19 pandemic or the emergence of new variants, including but not limited to the reactions of governments, markets and the general public, may result in adverse consequences for our business and results of operations, the details of which would be difficult to predict. These catastrophic events may also cause an adverse change in investor sentiment with respect to our business specifically or the stock market more generally, which could have a negative impact on the value of our ordinary shares.
In the event of a major earthquake, hurricane, windstorm, tornado, flood or catastrophic event such as pandemic, fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may suffer reputational harm, delays in developing our platform and solutions, disruptions to our technology platform and infrastructure, disruptions to or breaches of our data security systems, loss of or unauthorized access to critical data, and substantial additional costs, all of which could harm our business, results of operations and financial condition. Also, the insurance we maintain would likely not be adequate to cover our losses resulting from such disasters or other business interruptions.
As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, financial condition and results of operations could be harmed.
Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage.
We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage by a material amount. We may also incur costs or suffer losses arising from events against which we have no insurance coverage. In addition, large scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage, or obtain new coverage in the future (including but not limited to coverage for our directors and executive officers), on commercially reasonable terms or at all. Our insurance policies do not cover 100% of the costs and losses from the events that they are intended to insure against. There are certain losses, including but not limited to losses from floods, fires, earthquakes, wind, pollution, certain environmental hazards, security breaches, litigation, regulatory action, and others for which we may not be insured because it may not be deemed economically feasible or prudent to do so, among other reasons. Any losses resulting from lack of insurance coverage could adversely affect our business, financial condition and results of operations.
If the methodologies we use to assess property values on our platform are inaccurate, it could have an adverse effect on our business, financial condition and results of operation.
We appraise property on our platform based on various factors, including but not limited to our knowledge of the real estate markets in which we operate. The property assessments presented on our platform are generated through, among other things, analysis of prior sales of similar properties (by location and/or type) and analysis of the demand for similar properties on our own websites. While we may seek to confirm or supplement the information provided in such a request through our own due diligence, we may rely on the information supplied to us by prospective sellers and service providers to make offer decisions, and we cannot be certain that this information is accurate. If owner and/or vendor-supplied information is inaccurate, we may make poor or imperfect pricing decisions including but not limited to those due to undisclosed issues, conditions or defects. Inaccurate property assessments may have a negative impact on our brand and consumer satisfaction, which could have an adverse effect on our business, financial condition and results of operation.
Improper, illegal or otherwise inappropriate activity by agents, developers or other third parties could harm our business and reputation and expose us to liability.
We are exposed to potential risks and liabilities arising from improper, illegal or otherwise inappropriate activity taken by customers who use our platform and any other third parties with whom we partner or transact from time to time. There can be no
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assurance that we will be able to identify and address all instances of improper, illegal or otherwise inappropriate activity on, or facilitated by or through, our platform in a timely manner or at all. Such inappropriate activity may give rise to customer or third-party claims and customers or the general public may lose confidence in our platform and our brand.
Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.
We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue in Singaporean Dollars, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2023, our reported revenue for Malaysia was adversely impacted by depreciation of the Malaysian Ringgit. In 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar. In addition, as our cash holdings are primarily denominated in U.S. Dollars and translated into Singapore Dollars for inclusion in our consolidated financial statements, any fluctuation in the U.S. Dollar against the Singapore Dollar creates currency translation risk which may have an adverse effect on our financial position. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. Furthermore, a substantial amount of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.
Fluctuations in foreign currency exchange rates may also create uncertainty for property developers and buyers, particularly where transactions are denominated in U.S. Dollars, which could adversely impact real estate markets in our Priority Markets and, in turn, adversely affect our business, financial condition and results of operations.
We have identified material weaknesses in our internal control over financial reporting, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, and we may identify new material weaknesses that develop in the future, any of which may adversely affect investor confidence in the Company and, as a result, the value of the Company’s shares.
We have identified material weaknesses in our internal control over financial reporting as of December 31, 2022 and 2023. Due to these material weaknesses in our internal control over financial reporting, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022 and 2023. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We may fail to achieve an effective system of internal control over financial reporting and may identify new material weaknesses that develop in the future, any of which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect investor confidence in the Company and, as a result, the value of the Company’s shares. A material weakness is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of PropertyGuru’s annual or interim financial statements will not be prevented or detected on a timely basis. Certain of these material weaknesses resulted in immaterial audit adjustments to several accounts and disclosures.
For a summary of the material weaknesses that we identified as of December 31, 2023 and the steps that we are taking to remedy those material weaknesses and control deficiencies, see “Item 15. Controls and Procedures—Management’s Annual Report on Internal Control Over Financial Reporting.” While we are taking steps to remedy these material weaknesses and control deficiencies, we cannot predict the success of such measures or the outcome of our assessment of these measures or the time it will take to remedy such deficiencies, assuming we are able to do so. We can give no assurance that these measures will remediate the material weaknesses in internal control or control deficiencies or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and achieve effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.
During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve or improve existing controls or implement new controls, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
Our reporting obligations as a public company may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. In addition, once the Company ceases to be an “emerging growth company” as such term is defined in the JOBS Act, the Company’s independent registered public accounting firm must attest to and report on
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the effectiveness of our internal control over financial reporting. We may be unable to timely complete our evaluation testing and any required remediation.
In addition, because the Company is an “emerging growth company” and intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that the Company’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting, any remedial measures that we take to remedy material weaknesses and control deficiencies may not be independently verified by an independent third party.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. The growth and expansion of our business may place a significant strain on our operational and financial resources in the future. As we continue to grow, we may not be able to successfully implement requisite improvements to our internal control systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Our failure to improve our systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of our internal control over financial reporting, and investor confidence and the market price of our shares could be materially and adversely affected.
Unfavorable media coverage could harm our business, financial condition, and results of operations.
We are the subject of media coverage from time to time. Unfavorable publicity regarding our business model, revenue model, customer and consumer support, technology, platform changes, platform quality, privacy or security practices, or management team could adversely affect our reputation and brand and our ability to retain existing and attract new customers and consumers, which could adversely affect our business, financial condition, and results of operations. As we continue to implement our growth strategy and expand our business, any future issues that draw media coverage could have an amplified negative effect on our reputation and brand. In addition, negative publicity garnered by our customers may also indirectly affect us and damage our reputation and brand, even if the negative attention is not directly related to us. Any negative publicity that we may receive could diminish confidence in, and the use of, our platform, which could have an adverse effect on our business, financial condition and results of operation.
Industry data and estimates contained in this Annual Report are inherently uncertain and subject to interpretation. Accordingly, you should not place undue reliance on such information.
This Annual Report contains market and industry data, estimates and statistics obtained from third-party sources. This data includes estimates regarding urbanization, digitalization, online penetration of real estate advertising expenditure, engagement market share and organic traffic. While we believe such information to be reliable in general, we have not independently verified the accuracy or completeness of any such third-party information. Such information may not have been prepared on a comparable basis or may not be consistent with other sources. Similarly, this Annual Report contains information based on or derived from internal company surveys, studies and research that has not been independently verified by third-party sources.
Industry data and estimates are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Moreover, geographic markets and the industries we operate in are not rigidly defined or subject to standard definitions. Accordingly, our use of the terms referring to our geographic markets and industries such as online real estate advertising and property technology may be subject to interpretation, and the resulting industry data and estimates may not be reliable. For these reasons, you should not place undue reliance on such information.
Political unrest, terrorist activities and other geopolitical risks could adversely affect our business, financial condition and results of operations.
Our operations could be disrupted by political unrest, terrorist activities and other geopolitical risks, including those arising from geopolitical conditions, political and social instability, acts of war or other similar events. It is possible that political, economic and social instability globally and in our markets may negatively impact economic growth, cause uncertainty and volatility in the financial markets, disrupt supply chains globally and in our markets, and may accordingly affect our business, results of operations and financial condition. We cannot predict the duration or outcome of these events and actions or whether future developments would have any material adverse impact on our business. These and other instabilities and any adverse changes in the political environment could increase our costs, increase our exposure to legal and business risks and disrupt our office operations or the business activities of our third-party suppliers or customers.
As an example, the conflict between Israel and Hamas and the conflict between Russia and Ukraine have led to disruption, instability and volatility in global markets and industries. In response to the conflict between Russia and Ukraine, the United States, the EU and other governments have imposed sanctions and export controls against Russia and Russian interests, including restrictions on selling or importing goods, services or technology in or from affected regions and travel bans and asset freezes
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impacting connected individuals and political, military, business and financial organizations in Russia. Such governments have threatened additional sanctions and controls and may take other actions should the conflict further escalate. In addition, the conflict between Israel and Hamas may also disrupt or otherwise negatively impact manufacturing, delivery and supply chains at a global scale and may also have a material impact on business relationships with customers in the region. It is not possible to predict the broader consequences of these conflicts, including related geopolitical tensions, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. The situation remains uncertain, and while it is difficult to predict the impact of any of the foregoing, the conflict and actions taken in response to the conflict could increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition, and results of operations.
We are actively monitoring the Israel-Hamas conflict and the situation in Ukraine and assessing their impact on our business. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We have no way to predict the progress, outcome or impacts of these conflicts, which are rapidly developing and beyond our control. The extent and duration of these military actions, sanctions and resulting market disruptions could be significant, could result in increases in commodity, logistics and input costs and could potentially have substantial impact on the global economy and our business for an unknown period of time. Apart from monitoring the Israel-Hamas conflict and the situation in Ukraine, we also monitor sanctions measures imposed by the U.S. and the European Union. To the extent that any of the countries in which we operate, or the third-party suppliers or customers, become subject to any sanctions, we may be required to relocate our operations or terminate or suspend our existing contracts with the relevant supplier or customer. Any of the abovementioned factors could affect our business, financial condition and results of operations. Any such disruptions may also magnify the impact of other risks described in this Annual Report.
Risks Related to Our Intellectual Property and Technology
Any failure to protect our information technology systems and platforms against security breaches (which includes physical and/or cybersecurity breaches either by external actors or rogue employees) or otherwise protect our confidential information or our platform users’ personally identifiable information could damage our reputation and brand and adversely affect our business, reputation, financial condition and results of operations.
Our information technology systems, including but not limited to online platforms, payment systems and certain third-party systems we use, store, analyze, process, handle and transmit confidential, proprietary and commercially sensitive information as well as personally identifiable information, entrusted to us by platform users. There is a risk that the various procedures and controls that we have implemented to (i) increase the security for the confidential information held on (a) our premises, (b) our information technology systems, and (c) certain third party systems we use, and (ii) monitor and mitigate security and cybersecurity threats will not prevent security breaches or other unauthorized access or disclosure of the information and data. Any security breach, data loss, or other compromise, including but not limited to those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our customers’ and employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new customers, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business, reputation, financial condition and results of operations.
Further, we use a combination of third-party cloud computing services and co-located data centers. We do not control the physical operation of the co-located data centers we use or the operations of third-party cloud providers. Our and third-party operations may be exposed to security risks including but not limited to theft, computer viruses, denial-of-service attacks and other vulnerabilities out of our control. Any interruptions or delays in services from third parties, or any other material cybersecurity risks in our supply chain, could impair the delivery of our products and offerings and adversely affect our business, reputation, financial condition and results of operations. We depend on our third party suppliers and service providers in the course of operating our business, and we depend on such third parties to take appropriate measures to protect the security and integrity of their information and systems. We cannot assure you that the measures taken by us and our third party suppliers and service providers will be effective.
Our platform is constituted of many components and incorporates software that is intricately integrated with our business processes. Our business is dependent upon our ability to prevent system interruption on our platform. Our software, including but not limited to open-source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Viruses, worms and other malicious software programs, such as ransomware, may interfere with, or exploit security flaws in, our software products and services. This may jeopardize the security of information stored in a user’s computer or in our computer systems and may also cause interruptions on our platform. If we fail to combat these malicious applications, or our products and services have actual or perceived vulnerabilities, our reputation may be harmed, we may lose customers and user traffic may decline. This may result in an adverse effect on our business, reputation, financial condition and results of operations.
Various other security breaches may also cause system failures, including but not limited to flaws in third-party software or services, errors or misconduct by our employees or third-party service providers. In addition, we are subject to phishing scams
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from time to time, and such fraudulent activities by third parties aimed at us or our customers, may damage our reputation or result in a loss of users or advertisers, which could adversely affect our business, financial condition and results of operations.
Furthermore, cyber security organizations around the world have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks. We and our suppliers and service providers may be subject to retaliatory cyberattacks by state or non-state actors in response to economic sanctions and other political actions taken by governments in North America, Europe or Asia.
Any actual, alleged or perceived failure to prevent a security breach or to comply with our cybersecurity policies or cybersecurity-related legal obligations, failure in our systems or networks, or any other actual, alleged or perceived data security incident we or our third party suppliers or service providers suffer, could result in damage to our reputation, negative publicity, increased costs to remedy any problems and provide any required notifications and consents, including to regulators and/or individuals, and otherwise respond to any incident, claims, regulatory investigations and enforcement actions, costly litigation, administrative fines and other liabilities. We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal data. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees, diversion of internal resources, and reputational harm. While we maintain cyber liability insurance policies for coverage in the event of a cybersecurity incident, we cannot be certain that our existing coverage will continue to be available on acceptable terms or will be available, and in sufficient amount, to cover the potentially significant losses that could result from a cybersecurity incident or that the insurer will not deny coverage as to any future claims.
The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures.
Finally, while we have developed and implemented a cybersecurity risk management program, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. See also “Item 16K. Cybersecurity.”
We are subject to privacy, data protection and information security laws in the jurisdictions in which we operate, and these regulations could impose significant compliance burdens.
As PropertyGuru is a Singapore-incorporated company, we are, with regards to privacy legislation, subject principally to the Personal Data Protection Act 2012 (“PDPA”) in relation to the collection, use and/or disclosure of personal data. See “Item 4. Information on the Company —B. Business Overview—Regulations.” Similarly, there are personal data protection laws and regulations imposed on our group companies in each of the other Priority Markets and India, where a number of our employees are located. We have obligations under Malaysia’s Personal Data Protection Act 2010, Thailand’s Personal Data Protection Act 2019, India’s Digital Personal Data Protection Act 2023 and Vietnam’s data protection, personal information and privacy regulations set out in the Constitution 2013, the Civil Code 2015 and in sectoral laws including but not limited to the Law on Network and Information Security 2015, the Law on Cybersecurity 2018, Decree No. 53/2022/ND-CP and Decree No. 13/2023/ND-CP. While we have implemented cybersecurity and privacy measures to protect personal data and confidential information in accordance with applicable laws, any failure to comply with such data protection requirements as a result of cybersecurity attacks, data breaches and general unauthorized accesses to computers, networks and data may subject the Company to penalties, regulatory scrutiny and in the worst case, license suspension and additional liability, and we may incur additional significant costs to maintain or regain compliance. We may also incur significant time, resources and costs to comply with new personal data protection and information security laws or regulations or enhanced disclosure obligations that are implemented in any of the countries in which we operate or otherwise apply to us. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
We have also aligned our practices with the Practice Guidelines on Ethical Advertising issued by the Singapore Council for Estate Agencies (the “CEA Practice Guidelines”). The CEA Practice Guidelines seeks to provide estate agents and salespersons with clear and detailed guidelines on the use of advertisements to comply with the Code of Ethics and Professional Client Care (set out in the Estate Agents (Estate Agency Work) Regulations 2010) and establish best practices in advertisements. While our management has confirmed that we are not regulated by the Council for Estate Agencies, as a publisher of property listings, we nevertheless observe the CEA Practice Guidelines as a matter of best practice. Other than in Malaysia, where registered estate agents are required to comply with advertisement and publicity requirements, there are no similar regulations and guidelines in our other Priority Markets.
We are subject to many other laws and regulations, including but not limited to those related to intellectual property, protection of minors and property seeker protection. We are also subject to laws and regulations in our other Priority Markets which regulate our right to operate a business there, including but not limited to foreign ownership restrictions.
These laws and regulations are constantly evolving and may be interpreted, applied, created, or amended, in a manner that could materially harm our business, require changes to our business model or restrict our practices in certain jurisdictions. Whilst we monitor legal and regulatory developments in the places that we operate to implement measures and develop policies and
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procedures to address those laws and regulations, we cannot confirm that we are materially compliant with all such laws and regulations.
System interruption in our information systems and infrastructure including but not limited to system capacity constraints may adversely affect our business, financial condition and results of operations.
We rely on significant information technology (“IT”) infrastructure and systems and the ongoing maintenance of the global, regional and local Internet infrastructure to provide the necessary data speed, capacity and security to allow us to offer viable services. We rely on third party providers for web hosting services, including Amazon Web Services which is our main hosting provider and in Vietnam where our infrastructure for web hosting is co-located in a shared data center facility. If the third party infrastructure or systems that we depend on were to fail for any reason, this may cause our portals to experience significant downtime or impaired performance, which could force traffic to our competitors.
The number of internet users and amount of Internet traffic has grown significantly, particularly in our Priority Markets. There can be no assurance that the internet infrastructure in our Priority Markets will continue to support the demands placed on it by continued growth. The reliability of the local infrastructure in our Priority Markets should also be considered.
While we invest significantly in our technology and infrastructure, there can be no guarantee that the technology and infrastructure investments that we have made will be sufficient to prevent system failures.
A disruption in our information technology network for any reason will test our redundancy infrastructure and systems, as well as other system interruption safeguards and protocols that we have implemented. If these systems, infrastructure, safeguards and protocols prove insufficient or fail, our ability to protect our data and intellectual property and to reliably service customers and consumers will be compromised. We have experienced minor system failures in the past and may again in the future. Our business continuity and disaster recovery planning cannot account for all possibilities and our IT infrastructure may remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, global pandemics, terrorist attacks, computer viruses, ransomware and similar events. Any significant disruption in our network or the services that we depend on could damage our reputation and brands and may result in a loss of our customers and consumers, which could adversely affect our business, financial condition and results of operations.
We rely on third party suppliers and service providers, many of whom have significant leverage over us.
Our business is dependent on maintaining relationships with key third party suppliers, data providers, information technology suppliers, and software and infrastructure providers. We use Amazon Web Services for a majority of our hosting and infrastructure requirements including but not limited to storage, networking and database management. Our relationship with Amazon Web Services is governed by their standard customer agreement, as supplemented by a pricing addendum which sets out the details of the services provided under the agreement. On December 19, 2021, we entered into a new pricing addendum with Amazon Web Services for a term of two years. The customer agreement, with the pricing addendum, or collectively the “AWS Agreement”, will expire on December 31, 2024. Amazon Web Services can change or discontinue services provided under the AWS Agreement from time to time, provided that they provide 12 months’ prior notice if such changes are material (except in certain situations, such as if such notice period would be economically or technically burdensome or cause Amazon Web Services to violate legal requirements). Amazon Web Services can also modify the AWS Agreement at any time by posting a revised version of the customer agreement or standard terms of service on their website or by notifying us, provided that they provide at least 90 days’ advance notice of any adverse changes. While we have in the past been able to renew our customer agreement with Amazon Web Services and expect to continue to do so in the future, there can be no assurance that we can continue to renew the AWS Agreement with Amazon Web Services upon its expiration on commercially favorable terms or at all or that the AWS Agreement will not be terminated early pursuant to its terms. While we believe that we would be able to procure comparable services from alternative providers if required, our business and operations may be adversely affected in the short-term while we transition hosting and infrastructure services to such alternative providers. We advertise and rely on third-party websites and platforms, such as Google and Facebook, to drive traffic to our website and applications. Given the limited number of these suppliers, these suppliers can often exert significant market power and dictate contract terms. See also “—Risks Related to Our Business and Industry—We may not be able to attract a sufficient level of traffic to our websites and applications.”
We obtain real estate sale transactions data under licenses from third-party data providers. We use this data to enable the development, maintenance and improvement of our data services (valuation and data consultancy) business. We have invested significant time and resources to develop proprietary algorithms, valuation models, software and practices to use and improve upon this specific data. We may be unable to renew our licenses with these data providers, or we may be able to do so only on terms that are less favorable to us, which could harm our ability to continue to develop, maintain and improve these information services and could adversely affect our business, financial condition and results of operations.
Our arrangements with such suppliers are typically governed by short-term service agreements which are entered into on the supplier’s standard terms and conditions and generally may be terminated for material breaches. There can be no assurance that we will be able to find alternative sources of technology or systems when needed on commercially reasonable terms, on a timely basis or at all. Any interruption in those services may disrupt our business operations causing damage to reputation and loss of customers and consumers. We may also experience an increase in the cost of doing business and a disruption in our ability to provide a simple and fast interface to our customers and consumers if we are unable to renew our contracts with key suppliers.
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Further, there can be no guarantee that we will be able to renew our supply contracts on similar terms or at all. Any change to our relationships with our key suppliers or the services they provide could adversely affect our business, financial condition and results of operations.
We may be unable to adequately protect our intellectual property, which could harm the value of our brands and our business. We may be subject to third party claims for intellectual property rights infringement.
Substantial elements of our websites, applications, databases and underlying technology, as well as our domain names and trademarks are proprietary in nature. The commercial value of our intellectual property is dependent in part on operational procedures to maintain confidentiality and legal protections provided by a combination of copyright, trademarks, confidentiality obligations on employees and third parties and other intellectual property rights. There is a risk that our intellectual property may be compromised, including but not limited to situations where:
Infringement of our intellectual property may require us to commence legal actions, such as court or administrative proceedings, which could be costly, time consuming and potentially difficult to prevail in certain jurisdictions (such as proceedings that we brought to enforce certain copyright in Singapore in 2018, which were largely unsuccessful). Our failure to protect our intellectual property rights could erode our market position and adversely affect our business, financial condition and results of operations. Further, actions we take to protect our intellectual property may not succeed in preventing the misappropriation of our intellectual property and proprietary information. Alternatively, parties may make claims against us and may be able to obtain injunctive or other equitable relief that could prevent us from further developing or using our products. From time to time we may introduce new products or make other business changes, including but not limited to in areas where we currently do not compete, which may increase our exposure to intellectual property rights claims from competitors and other entities.
Any legal action that we may bring to protect our proprietary information or to defend our position could be time consuming, expensive and, ultimately, unsuccessful. In the event of a successful claim of infringement against us, we may be required to pay damages or obtain one or more licenses from the prevailing third party if available, which could cause us to incur substantial costs, or cease providing certain services, any of which may have an adverse effect on our business, financial condition and results of operations.
Our services utilize third-party open-source software components, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could negatively affect our business.
We use open-source software in our services and will continue to use open-source software in the future. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. To the extent that our services depend upon the successful operation of open-source software, any undetected errors or defects in this open-source software could prevent the deployment or impair the functionality of our platform and consequently out ability to deliver services to customers, delay new solutions introductions, result in a failure of our platform, and injure our reputation.
Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software we use, or grant other licenses to our intellectual property. If we combine our proprietary software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release or license the source code of our proprietary software to the public. From time to time, we may be subject to claims asserting ownership of, or demanding release of, the source code, the open-source software and/or derivative works that were developed using such software, requiring us to provide attributions of any open-source software incorporated into our distributed software, or otherwise seeking to enforce the terms of the applicable open-source licenses. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to re-engineer our software or change our products or services, any of which could adversely affect our business, financial condition and results of operations.
Risks Related to Regulatory Compliance and Legal Matters
Uncertainties with respect to laws and regulations in the countries in which we operate could adversely affect our business, financial condition and results of operations.
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Our business is subject to a range of regulations, including but not limited to tax, privacy, data, competition and advertising legislation. There is a risk that governments and regulatory authorities may from time to time make changes to applicable laws and regulations which might make it more difficult or onerous for us to operate. Additionally, there is a risk that laws and policies in emerging markets may change at short notice, and that while changes can generally be expected to operate prospectively, from time to time they may also be given retrospective effect. Such changes, particularly (but not exclusively) those made retrospectively, may result in us not being in compliance with applicable laws with the result that we may incur penalties.
Given the number of countries in which we operate, there is a risk that there may be inconsistencies between laws and policies with which we are required to comply in those countries, which may make it difficult for us to be compliant with all of those laws at the same time. In emerging markets, there are also risks that the regulatory authorities’ interpretation of laws and the manner in which they enforce those laws may be inconsistent and differ from our own interpretation of such laws. This may make it difficult to understand, with certainty, the nature and extent of our obligations.
Any interpretation of laws and practice that is contrary to the view of those laws and practice taken by us may adversely affect our liabilities or expose us to legal, regulatory or other actions. Inconsistent enforcement of laws also creates compliance risks as it may make it difficult to engage with regulatory authorities on compliance matters. Such inconsistency may also result in variability in the penalties associated with any non-compliance. Appeals against the enforcement actions taken by regulatory authorities in the places where we operate may not be possible, take a long time to conclude, carry significant costs and risks and the results may be uncertain and involve external influences outside our control.
Any significant changes to regulations that affect the fundamental structure of the real estate market in our Priority Markets, such as regulations in respect of the role of real estate agents, could adversely affect our business, financial condition and results of operations. In addition, if data privacy laws similar to the European Union's General Data Protection Regulation were to be introduced in the jurisdictions in which we operate or if we conclude that the breadth of such laws may impact users of our platforms, there would be greater restriction on our use of data and higher compliance costs associated with meeting those standards.
Governments may also introduce regulatory measures that have an adverse impact on the real estate market and, in turn, adversely affect our business, financial condition and results of operations. See “Risks Related to Our Business and Industry—Our business is subject to legal and regulatory risks and changes in regulatory requirements and governmental policies that could have an adverse impact on our business and prospects.” We are unable to predict the timing and impact of such policies on the real estate market and our business and there can be no assurance that any such measures will not have a material adverse effect on our business, financial condition and results of operations.
Our subsidiaries in Thailand and Vietnam are subject to foreign ownership restrictions under local laws, and there are inherent risks in our ownership arrangements in these countries.
The laws and regulations in some of the jurisdictions in which we operate place restrictions on foreign investment and ownership.
Pursuant to the Thai Foreign Business Operations Act, B.E. 2542 (1999) (the “FBOA”), a person or entity that is “Non-Thai” (as defined in the FBOA) cannot conduct certain restricted businesses in Thailand, including the businesses that our Thai entities, namely, AllProperty Media, PGI Thailand, Kid Ruang Yu Co., Ltd. and Prakard IPP Co., Ltd., operate, unless an appropriate license is obtained. Accordingly, non-Thai companies with Thai businesses and operations in restricted businesses under the FBOA may opt to partner with a Thai local resident or a Thai juristic person who is not deemed a foreigner under the FBOA, in order to comply with these foreign ownership requirements. We have partnered with Mr. Ohm Ammaramorn (“Mr. Ammaramorn”), a Thai individual, to comply with the foreign ownership requirements under Thai law. Mr. Ammaramorn owns approximately 51.22% of shares in our main Thai business holding company, i.e. DDProperty Media, which directly holds 50.001% of the shares in AllProperty Media. Mr. Ammaramorn’s shareholding is comprised of preference shares. PropertyGuru owns approximately 48.73% of shares in DDProperty Media, and PropertyGuru International (Malaysia) Sdn Bhd owns the remaining approximate 0.05%. Our Thai counsel, Chandler MHM Limited, is of the opinion that the ownership structure of DDProperty Media is technically in compliance with the FBOA and thus that the ownership structure of AllProperty Media is technically in compliance with the FBOA based on, among other things, the fact that a majority of the share capital of DDProperty Media is held by Mr. Ammaramorn, a Thai national who is a genuine partner, for his own benefit and the source of funds to purchase the shares was from his own account. However, there can be no assurance that the Ministry of Commerce of Thailand will not interpret the FBOA or evaluate the shareholding structures or shareholding arrangements of our Thai entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to an action being brought in the Thai courts.
Although Mr. Ammaramorn’s preference shares provide minimal voting and dividend rights, the presence of an outside shareholder creates risks which arise from the fact that their interests may not align with ours and they may have certain rights under local law. In addition, if Mr. Ammaramorn were to cease his partnership with us due to the termination of the contractual arrangement or if we exercise our call option with respect to Mr. Ammaramorn’s shares (for example, in the event of his demise or incapacity), we would be required to find another Thai partner or the non-Thai companies as defined under the FBOA with operations in restricted businesses under the FBOA, i.e., AllProperty Media, may be required to obtain a license under the FBOA so that they can continue to operate their business without interruption and in compliance with foreign ownership restrictions under the FBOA. The granting of licenses is subject to the discretion, on a case-by-case basis, of Thai government officials.
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As foreign owned companies that provide advertising services, our Vietnamese businesses PG Vietnam and Do Thi are required to have a local stakeholder that has already registered for advertising under its business registration with the competent licensing authorities of Vietnam. It is necessary for such non-Vietnamese owned companies who require a qualified stakeholder to partner with a Vietnamese company that has the registered business line of advertising to act as a shareholder, in order for the non-Vietnamese owned companies to include advertising as part of their business scope. Accordingly, we have partnered with Red Soil Vietnam Company Limited and Mr. Nguyen Duc Thang in order to comply with these licensing requirements. Red Soil Vietnam Company Limited currently holds 0.00055% of the shares in PG Vietnam, Mr. Nguyen Duc Thang holds 0.00055% of the shares in PG Vietnam, and PropertyGuru holds the remaining 99.9989%. Red Soil Vietnam Company Limited currently holds 0.0001% of the charter capital of Do Thi, while PG Vietnam holds the remaining 99.9999%. Our Vietnamese counsel, Russin & Vecchi, is of the opinion that the ownership structures of Vietnam and Do Thi are compliant with the Schedule of Specific Commitments in Services under Vietnam’s Commitments to the World Trade Organization upon its accession, Law no. 59/2020/QH14 on Enterprises (“Enterprise Law”) / Law no. 61/2020/QH14 on Investment (“Investment Law”), and Law no. 16/2012/QH13 on Advertisement (“Advertisement Law”), based on, amongst other things, the satisfaction by PG Vietnam and Do Thi and their respective shareholders of the applicable regulatory requirements in terms of business registration under these legal frameworks. However, there can be no assurance that the competent authorities of Vietnam will not interpret the Enterprise Law or Investment Law or evaluate the shareholding structures or shareholding arrangements of our Vietnamese entities differently and hence reach a different conclusion about the validity of these arrangements, which could lead to administrative orders imposing penalties and requesting remedial actions be taken.
The Thai and Vietnamese foreign ownership laws and their current interpretations may be modified by the relevant authorities in the future. Such changes in these laws or a different interpretation of current laws could adversely affect the compliance of our Thai and Vietnamese entities with applicable foreign ownership requirements. If our foreign ownership arrangements in these countries are successfully challenged or if changes in laws or legal interpretations render our arrangements invalid, we may face a range of consequences, including civil and criminal penalties against our local entities and their shareholders, monetary penalties, restrictions or suspension on operations and the need to reorganize our ownership arrangements in these countries.
We may be subject to capital controls and tax laws that restrict capital movements.
Capital controls and tax laws in our Priority Markets outside of Singapore could limit our ability to move capital from our operating subsidiaries within our group, which could adversely impact our ability to access profits from our subsidiaries and allocate capital efficiently within the group. These capital controls and tax laws may arise from government regulation or tax restrictions that prevent profits from being transferred between group entities, whether in the form of clearances or withholding taxes.
Capital controls in jurisdictions where property investors are based (such as China) could also have a material adverse effect on our business to the extent that such capital controls restrict or deter foreign investment in real estate located in our Priority Markets.
Changes in, or failure to comply with, competition and antitrust laws could adversely affect our business, financial condition and results of operations.
We are subject to competition and antitrust laws and regulations in the jurisdictions in which we operate. The governments in our Priority Markets may scrutinize our operations and enforce competition laws and may allow our competitors or customers to assert claims of anti-competitive conduct. Our strategy to increase prices for our services and products across our Priority Markets may result in customers alleging that our prices are too high due to anti-competitive conduct. As a result of such potential allegations of anti-competitive conduct, we may be subject to litigation and other claims and disputes in the course of conducting our business. There is also a risk that one or more jurisdictions in our Priority Markets may impose or propose to impose new competition or antitrust laws which might have an adverse effect on our future financial performance or market position. In addition, given our current market position in our Priority Markets, governmental agencies and regulators in these jurisdictions may, among other things, prohibit future acquisitions, divestitures, or combinations we plan to execute as part of our business strategy. In the case of potential acquisitions or combinations, governmental agencies and regulators may also impose significant fines or penalties, require divestiture of certain of our assets, or impose other restrictions that limit or require us to modify our operations, including but not limited to limitations on our contractual relationships with our agent and developer customers or restrictions on our pricing models. Any such limitations or imposition of fines by governmental agencies may affect the way we do business, increase our costs and materially impact our ability to generate revenue from the sale of our services and products.
We are from time to time involved in, and may in the future be subject to, litigation and other claims and disputes in the course of our business.
We may be subject to litigation and other claims and disputes in the course of our business including but not limited to contractual and employee disputes, indemnity claims, occupational health and safety claims or criminal or civil proceedings in the course of our business. As we are a publisher of content (as opposed to a producer of content), we may become subject to proceedings or actions in respect of misleading statements or other content uploaded by our customers and displayed on our digital property marketplaces. The cost of responding to and settling claims (whether or not such claims have merit), including but
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not limited to diversion of resources, and any fines or other actions levied or taken against us, could adversely affect our business, financial condition and results of operations.
Risks Related to Ownership of Securities in the Company
Certain existing shareholders have substantial influence over the Company and their interests may not be aligned with the interests of the Company’s other shareholders.
The TPG Investor Entities, the KKR Investor and REA Asia Holding Co. Pty Ltd (“REA”), in aggregate, beneficially own shares representing approximately 73.3% of the outstanding ordinary shares in the Company, as of January 31, 2024. As a result, two or more of these shareholders, if they choose to act together and make up a majority of the outstanding ordinary shares the Company, will be able to influence the Company’s management and affairs and all matters requiring shareholder approval, including the election of the Company’s directors and approval of significant corporate transactions. The Amended Articles and Shareholders’ Agreement provide that the TPG Investor Entities may jointly appoint one director, provided that the TPG Investor Entities collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; the KKR Investor may appoint one director, provided that the KKR Investor and its affiliates collectively hold in aggregate at least 7.5 per cent. of the issued share capital of the Company; and REA may appoint one director, provided that REA holds at least 7.5 per cent. of the issued share capital of the Company and subject to (i) the possibility of REA losing such appointment right in the event of a breach of certain provisions of the Shareholders’ Agreement and (ii) such director appointed by REA being subject to certain additional requirements that do not apply to the directors appointed by either the TPG Investor Entities or the KKR Investor. REA is also granted certain rights of first offer in relation to certain share transfers under the Amended Articles and the Shareholders’ Agreement. For more information, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Transactions Related to the Business Combination—Shareholders’ Agreement.”
Some of these persons or entities may have interests different than yours. For example, these shareholders purchased their shares at prices that may be below the prevailing value of our ordinary shares from time to time and have held our ordinary shares for a longer period, and they may be more interested in selling the Company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other holders of ordinary shares the Company. The concentration of ownership also may contribute to the low trading volume and volatility of our ordinary shares.
Certain existing shareholders purchased securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return.
Certain shareholders in the Company acquired ordinary shares or warrants in the Company at prices below the current trading price of our ordinary shares, and may experience a positive rate of return based on the current trading price.
Prior to the Business Combination, the KKR Investor subscribed for an aggregate 1,204,234 PropertyGuru Shares at a weighted average purchase price of S$268.61 per share (which were canceled and exchanged for 43,475,124 ordinary shares representing a translated weighted average purchase price of $5.47) and 112,000 PropertyGuru warrants at no additional consideration (which were canceled and exchanged for one warrant in the Company and subsequently expired without being exercised on September 13, 2022), and the TPG Investor Entities subscribed for an aggregate 1,343,357 PropertyGuru Shares at a weighted average purchase price of S$192.93 per share (which were canceled and exchanged for 48,497,728 ordinary shares representing a translated weighted average purchase price of $3.93 per share). Prior to the Business Combination, in connection with the Company’s acquisition of the Project Panama Entities from iProperty, REA subscribed for an aggregate 636,815 PropertyGuru Shares at a purchase price of S$311.7074818 per share (which were canceled and exchanged for 22,990,226 ordinary shares representing a translated purchase price of $6.34 per share).
As indicated above, following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time was automatically canceled and converted into such fraction of a newly issued ordinary shares in the Company equal to the Exchange Ratio in accordance with the terms of the Business Combination Agreement. The Sponsor paid an aggregate of $25,000 for the 7,475,000 Bridgetown 2 Class B Ordinary Shares currently owned by the Sponsor, its directors and certain other advisors and/or affiliates of the Sponsor to whom the Sponsor has transferred Bridgetown 2 Class B Ordinary Shares. Following the Business Combination, each Bridgetown 2 Class B Ordinary Share was converted on a one-for-one basis to ordinary shares in the Company. In connection with the PIPE Financing, the PIPE Investors (including REA) paid $131,930,680 to purchase an aggregate of 13,193,068 ordinary shares in the Company for $10.00 per share. The Sponsor paid $6,480,000 to purchase an aggregate of 12,960,000 private placement warrants at a price of $0.50 per private placement warrant, each exercisable to purchase one Bridgetown 2 Class A Ordinary Share at $11.50, subject to adjustment. In connection with the Business Combination, the Sponsor’s 12,960,000 private placement warrants were exchanged for 12,960,000 warrants of the Company, the exercise of which will result in the issuance of 12,960,000 ordinary shares at a price of $11.50 per ordinary share. For more details on the foregoing transactions, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.” On March 15, 2024, the last reported sale price of our ordinary shares as reported on NYSE was $3.60 per share. Holders of our warrants are less likely to exercise their warrants so long as the exercise prices of their warrants exceed the market price of our ordinary shares. There is no guarantee that our warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless. As such, any cash proceeds that we may receive in relation to the exercise of the warrants will be dependent on the trading price of our ordinary shares.
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Given the relatively lower purchase prices that some of our shareholders paid to acquire ordinary shares and exercise prices that some of our shareholders may pay to exercise warrants to acquire ordinary shares in the Company compared to the current trading price of our ordinary shares, these shareholders in some instances will earn a positive rate of return on their investment, which may be a significant positive rate of return, depending on the market price of our ordinary shares at the time that such shareholders choose to sell their ordinary shares. Investors who purchase our ordinary shares on the NYSE may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price. Based on the last reported sale price of our ordinary shares referenced above and their respective purchase prices, the Sponsor may experience potential profit of up to $3.60 per share. Based on the last reported sale price of our ordinary shares referenced above and their respective purchase prices, the KKR Investor, the TPG Investor Entities and REA will not be making a profit on their investments.
The market price and trading volume of our ordinary shares and warrants may be volatile and could decline significantly.
The stock markets, including the NYSE on which our ordinary shares are listed, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our ordinary shares and warrants, the market prices of our ordinary shares and warrants may be volatile and could decline significantly. In addition, the trading volumes in our ordinary shares and warrants may fluctuate and cause significant price variations to occur. If the market prices of our ordinary shares and warrants decline significantly, you may be unable to resell your ordinary shares and warrants at or above the market price of our ordinary shares and warrants as of the date immediately following the offering. There can be no assurance that the market prices of our ordinary shares and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:
In addition, low trading volume for our ordinary shares and warrants may occur if, among other reasons, an active trading market does not develop. This would amplify the effect of the above factors on the price volatility of our ordinary shares and warrants.
The stock markets have also experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, the Company could incur substantial costs and our management’s attention and resources could be diverted.
We may issue additional ordinary shares or other equity or convertible debt securities without approval of the holders of our ordinary shares, which would dilute existing ownership interests and may depress the market price of our ordinary shares.
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We may continue to require capital investment to support our business, and we may issue additional ordinary shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of our ordinary shares in certain circumstances.
Our issuance of additional ordinary shares or other equity or convertible debt securities would have the following effects: (i) our existing shareholders’ proportionate ownership interest in the Company may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding ordinary share may be diminished; and (iv) the market price of our ordinary shares may decline.
Furthermore, employees, directors and consultants of the Company and affiliates hold, and are expected to be granted equity awards under the New 2016 Plan (as defined below), the New 2018 Plan (as defined below), the New NED Plan (as defined below), the New Omnibus Plan (as defined below) and/or the New RSU Plan (as defined below). You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for our ordinary shares. See “Item 6—Directors, Senior Management and Employees—B. Compensation.”
Our warrants are exercisable for ordinary shares in the Company, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
Warrants to purchase an aggregate of 12,960,000 ordinary shares in the Company are exercisable in accordance with the terms of the Assignment, Assumption and Amendment Agreement and the Existing Warrant Agreement governing those securities. The exercise price of these warrants is $11.50 per share.
To the extent such warrants are exercised, additional ordinary shares in the Company will be issued, which will result in dilution to the holders of our ordinary shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our ordinary shares. However, there is no guarantee that our warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless.
Future resales of our ordinary shares by our shareholders may cause the market price of our ordinary shares to decline significantly, even if our business is doing well.
The ordinary shares registered for resale on our registration statement on Form F-3 originally filed with the SEC on July 13, 2023 (Registration No. 333-264294) constitute 91.0% of our ordinary shares issued and outstanding as of January 31, 2024, taking into account the ordinary shares underlying warrants, share options and restricted stock units that were registered on the registration statement. Certain shareholders will be able to sell their ordinary shares for so long as the registration statement is available for use or pursuant to an exemption from registration under the Securities Act. The market price of our ordinary shares could decline if these shareholders sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them.
Subject to the PropertyGuru Shareholder Support Agreement, certain shareholders party thereto may sell ordinary shares in the Company pursuant to Rule 144 under the Securities Act, if available. In these cases, the resales must meet the criteria and conform to the requirements of that rule.
Certain of our shareholders may sell large amounts of ordinary shares in the Company in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the Company’s share price or putting significant downward pressure on the price of our ordinary shares.
The sale of substantial amounts of our ordinary shares, or the perception that such sales could occur, could harm the prevailing market price of our ordinary shares. These sales, or the possibility that these sales could occur, could harm the prevailing market price of our ordinary shares and make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Furthermore, we believe the likelihood that warrant holders will exercise their warrants, and therefore any cash proceeds that we may receive in relation to the exercise of the warrants overlying shares being offered for sale in this Annual Report, will be dependent on the trading price of our ordinary shares. If the market price for our ordinary shares is less than the exercise price of $11.50 for our warrants, we believe warrant holders will be unlikely to exercise their warrants. On March 15, 2024, the last reported sale price of our ordinary shares as reported on NYSE was $3.60 per share.
The requirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we have and will continue to incur additional legal, accounting and other expenses. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the NYSE listing requirements and other applicable securities rules and regulations. These expenses may increase even more if we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.
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Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. These laws and regulations could increase our legal and financial compliance costs and render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
Our management team may not successfully manage the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent us from improving our business, financial condition and results of operations. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit and risk committee, remuneration committee and nominating committee, and qualified executive officers.
We may in the future be subject to threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could have an adverse effect on our business, financial condition, results of operations and prospects.
We are an “emerging growth company” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors, which could have a material and adverse effect on us, including our growth prospects.
We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination (being March 17, 2027), (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Furthermore, even after we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies. See “— We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.”
As a result, our shareholders may not have access to certain information they deem important. We cannot predict if investors will find our ordinary shares less attractive because we rely on these exemptions. If some investors do find our ordinary shares less attractive as a result, there may be a less active trading market and share price for our ordinary shares may be more volatile.
We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, you may receive less or different information about the Company than you would receive about a U.S. domestic public company.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made on June 30, 2024.
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In the future, we could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the United States. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements, including costs related to the preparation of financial statements in accordance with U.S. GAAP, and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
As we are a “foreign private issuer” and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all corporate governance requirements from NYSE.
We are an exempted company incorporated in the Cayman Islands and listed on NYSE. As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of NYSE, provided that we disclose the requirements we are not following and describe the home country practices we are following. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance and listing standards applicable to domestic U.S. companies.
Among other things, we are not required to have: (i) a majority of the board of directors consist of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating committee consisting of independent directors; (iv) regularly scheduled executive sessions with only independent directors each year; or (v) annual shareholders' general meetings.
We intend to rely on the exemptions listed above and may in the future elect to follow home country practices with regard to other matters. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE applicable to U.S. domestic public companies.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because the Company is incorporated under the law of the Cayman Islands and the Company conducts substantially all of its operations and a majority of its directors and executive officers reside outside of the United States.
The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands, and conducts a majority of its operations through its subsidiary, PropertyGuru, outside the United States. Substantially all of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise and it will be difficult to effect service of process within the United States upon our officers or directors, or enforce judgments obtained in United States courts against our officers or directors. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the jurisdictions that comprise the Southeast Asian region could render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, it is unclear if any applicable extradition treaties now in effect between the United States and Southeast Asia markets would permit effective enforcement of criminal penalties of U.S. federal securities laws.
In addition, our corporate affairs are governed by the Amended Articles, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to the Company under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedents in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands (except for those decisions handed down from the Judicial Committee of the Privy Council to the extent that these have been appealed from the Cayman Islands courts). The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may not be as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States. Some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company and the register of mortgages and charges) or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the Amended Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but the Company is not obliged to make them available to the shareholders (subject to limited circumstances in which an inspector may be appointed to report on the affairs of the Company). This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
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The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
Certain corporate governance practices in the Cayman Islands, which is the Company’s home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
The ability of our subsidiaries in certain Southeast Asia markets to distribute dividends to us may be subject to restrictions under their respective laws.
The Company is a holding company, and our subsidiaries are located throughout Southeast Asia in Singapore, Vietnam, Malaysia and Thailand. Part of our primary internal sources of funds to meet our cash needs will be our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from our subsidiaries in these markets as well as other markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets.
Risks Relating to Taxation
We may not achieve the intended tax efficiencies of our corporate structure and intercompany arrangements, which could increase our worldwide effective tax rate.
Our corporate structure and intercompany arrangements, including but not limited to the manner in which we conduct our intercompany and related party transactions, are intended to provide us with worldwide tax efficiencies. The application of tax laws of various jurisdictions to our business activities is subject to interpretation and also depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. Tax authorities may also adopt different interpretations or may revise laws, regulations or interpretations, potentially with retrospective effect, in ways that adversely affect our business, financial condition and/or results of operations. The tax authorities of jurisdictions where we operate may challenge our methodologies for intercompany and related party arrangements, including but not limited to transfer pricing, or determine that the manner in which we operate does not achieve our intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our business, financial position and results of operations.
A certain degree of judgment is required in evaluating our tax positions and determining our provision for income taxes. In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rate could be adversely affected by lower than anticipated earnings in markets where we have lower statutory rates and higher than anticipated earnings in markets where we have higher statutory rates, by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. Any of these factors could adversely affect our business, financial position and results of operations.
We could face uncertain tax liabilities in various jurisdictions in which we operate, which could adversely impact our operating results.
We are subject to the tax laws and policies of each of the countries in which we operate. Since legislation and other laws and regulations (particularly in relation to tax) in emerging markets, such as the markets where we operate, are often undeveloped and the interpretation, application and enforcement of tax laws and policies in emerging market countries is uncertain, there is a risk that we may be unable to determine our taxation obligations with certainty.
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We obtain external tax advice from time to time on the application of tax laws to our operations. Due to the aforementioned challenges of interpretation and consistency of application and enforcement, obtaining such advice may be difficult and opinions on the law may differ. The determination of our provision for tax liabilities requires significant judgment and estimation and there are classifications, transactions and calculations where the ultimate tax payable is uncertain.
Our tax exposure and obligations exist in each of the jurisdictions in which we presently operate and may arise in other jurisdictions in the future in the event that we commence operations in such new jurisdictions, either organically or through acquisitions. These risks may increase when we acquire a business, particularly to the extent that there are limitations or restrictions on the scope or nature of the financial, tax and other due diligence investigations that we are able to undertake in connection with the acquisition, or where the vendors withhold material information. Given the nature of our business, we are also exposed to the developments in digital taxation policy.
From time to time, we establish provisions to account for uncertainties as well as timing and accounting differences in respect of income tax and indirect taxes, including but not limited to in relation to businesses that are acquired by us. While we have established our tax and other provisions using assumptions and estimates that we believe to be reasonable, these provisions may prove insufficient given the risks and uncertainties inherent in the taxation systems in the countries where we operate. Any adverse determinations by a revenue authority in relation to our tax obligations may have an adverse effect on our business, financial condition and results of operations, and may adversely impact our operations in the relevant jurisdiction and our reputation.
We may be or become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares or warrants.
Special U.S. federal income tax rules apply to U.S. persons owning shares of a “passive foreign investment company” (a “PFIC”). If we are treated as a PFIC for any taxable year during which an investor subject to U.S. federal income taxation holds shares, the investor may be subject to certain material adverse tax consequences upon a sale, exchange, or other disposition of our ordinary shares or warrants, or upon the receipt of distributions (including deemed distributions) in respect of our ordinary shares or warrants.
Based on the current and anticipated value and composition of our income and assets, including the income and assets of our subsidiaries, we do not expect that we will be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or for foreseeable future years. Whether we are a PFIC for any taxable year, however, is a factual determination that must be made annually after the close of the taxable year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ordinary shares, our PFIC status may depend in part on the market price of our ordinary shares, which may fluctuate significantly. In addition, our PFIC status may depend on how quickly we use the cash we received in the Business Combination and any future cash we receive including upon exercise of the warrants. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. No rulings from the U.S. Internal Revenue Service, or the IRS have been or will be sought with respect to our status as a PFIC. If the IRS were to assert that, contrary to our expectation, we are a PFIC in the current taxable year or a future year, there would be adverse tax consequences to investors. Potential investors are strongly advised to consult their own advisors regarding the consequences to them if we were to be considered a PFIC. Please see “Item 10. Additional Information—E. Taxation—Certain Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company.”
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Item 4. Information on the Company
PropertyGuru Group Limited is an exempted company limited by shares incorporated under the laws of Cayman Islands on July 14, 2021. The Company was formed for the sole purpose of effectuating the Business Combination contemplated by the Business Combination Agreement. In connection with the Business Combination, upon Closing, (i) Bridgetown 2 merged with and into the Company (the “Merger”), with the Company being the surviving entity; and (ii) following the Merger, Amalgamation Sub and PropertyGuru amalgamated and continued as one company, with PropertyGuru being the surviving entity and becoming a wholly-owned subsidiary of the Company. The Business Combination was consummated on March 17, 2022.
Prior to the Business Combination, the Company had no material assets and did not conduct any material activities other than those incidental to its formation and the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings.
The mailing address of the Company’s principal executive office is Paya Lebar Quarter, 1 Paya Lebar Link, #12-01/04, Singapore 408533, and our telephone number is +65 6238 5971. Our authorized representative in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711, and their telephone number is +1 (302) 738-6680. Our principal website address is www.propertygurugroup.com. We do not incorporate the information contained on, or accessible through, our websites into this Annual Report, and you should not consider it a part of this Annual Report. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, such as the Company, at http://www.sec.gov.
For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2023 and for those currently in progress, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.”
Our History and Corporate Structure
We began operations as a digital property marketplace in Singapore in 2007. Our growth story has been characterized by gaining market share through a high-quality product offering and continued innovation, underpinned by strategic investments. The list below provides an overview of key events in our history.
2007 |
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Founded in Singapore by Stephen Melhuish & Jani Rautiainen |
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2008 |
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Investment from angel investors |
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2011 |
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Initial expansion into Malaysia, Indonesia and Thailand |
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2012 |
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Strategic investment by Deutsche Telekom and Immobilienscout24 |
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2015 |
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Acquired eProperty Track (later renamed PropertyGuru FastKey) to build sales process automation capability |
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Acquired RumahDijual.com real estate portal in Indonesia |
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Investment by the TPG Investor Entities, Emtek, and Square Peg Capital |
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2016 |
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Acquired Asia Property Awards to strengthen developer relationships and marketing solutions |
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Expanded into Vietnam with strategic 20% investment in Batdongsan.com.vn |
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Hari V. Krishnan appointed as CEO |
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2018 |
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Investment by the KKR Investor |
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Acquired 100% ownership of Batdongsan.com.vn |
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2020 |
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Acquired MyProperty Data to gain access to a data analytics platform in Malaysia |
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Launched home mortgage marketplace, PropertyGuru Finance |
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Closed Series E and Series F funding rounds |
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2021 |
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Bridgetown 2 announced that it would enter into the Business Combination with PropertyGuru |
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Through the acquisition of the Project Panama Entities, acquired iProperty.com.my and thinkofliving.com to add to the portal businesses in Malaysia and Thailand, as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia |
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2022 |
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Completed the Business Combination |
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Acquired Sendhelper |
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Launched PropertyGuru For Business |
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2023 |
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Closed Indonesia marketplace business, Rumah.com
Sunset of PropertyGuru FastKey |
Overview
We are the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between July 2023 and December 2023. Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. Our platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital and marketing services for developers; (3) a digital mortgage marketplace and brokerage; (4) a data and software solutions business for enterprise clients including property agencies, developers, valuers and banks; and (5) an online marketplace that connects homeowners and tenants with verified home service providers.
We leverage data and technology to create a trusted and transparent digital property marketplace. Our digital property marketplace provides property seekers access to the most complete coverage of sales and rental listings, as well as relevant insights and content backed by data and online tools to help them with their property goals throughout their property journey. We provide value to agents and developers by delivering high quality leads at scale, as well as efficiency tools, services and data to drive their business. Primarily, we create consumer and customer value within the real estate ecosystem by connecting home buyers and renters with agents and developers on our desktop and mobile app platforms, which are underpinned by data analytics and compelling experience design. Our main customers are agents and developers who advertise residential and commercial properties for sale or rent in our Priority Markets.
Our home mortgage marketplace, PropertyGuru Finance, matches property buyers in Singapore to suitable mortgages that are advertised by banks on our platform and brokered by us. In connection with our mortgage brokerage business, we have referral arrangements with all major banks in Singapore, which allows us to offer property buyers competitive bank rates and service. PropertyGuru Finance provides loan seekers with digital online tools to support them while searching and applying for their home loan, including online tools to compare mortgage rates, understand mortgage eligibility and digitally sign and submit home loan application documentation.
Our data and software solutions business provides data, insights and intelligent software to real estate agents and agencies, property developers, valuers, banks and other enterprise clients. We provide market and property insights to agents through our DataSense platform that can be accessed through our client portal (AgentNet), where clients are able to track the transactions and market prices of properties and access insights on market supply and demand trends. We provide proprietary data and workflow solutions, valuation tools and market intelligence to real estate agencies, developers, banks, government agencies, property valuers and other enterprise clients through our market intelligence platform DataSense, our SaaS-based property assessment solutions ValueNet and ProxyPrice, and our application programming interface (“API”) products that directly integrate selected insights into our clients’ systems.
We also operate the PropertyGuru Asia Property Awards, our awards and events business. In 2023, we sourced entries from thirteen markets across Asia and organized awards ceremonies in eight of these markets to assess and honor top developers for their achievements. Our awards categories include residential and commercial developments, architecture, design, sustainable building techniques and corporate social and environmental responsibility. In 2023, our events business held one property expo and five property roadshows throughout Malaysia. In addition to generating a strong revenue stream from our developer customer base, our awards and events business allows us to strengthen relationships with key industry players, which we believe creates long-term strategic benefits for PropertyGuru.
We built our presence in Southeast Asia through organic growth and strategic acquisitions to enhance our revenue growth and diversify our offerings. Our organic growth has been driven by our focus on expanding our marketplace through leveraging technology and innovation, and developing new products and solutions that help us stay ahead of the evolving needs of our markets. We integrate various products into our platforms to allow agents to differentiate and enhance their listings and profiles,
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and enhance consumer experience. In 2023, we launched “GuruPicks,” an automated and personalized feed of property listings based on machine learning algorithms, and we upgraded our AI image moderation engine to continue to enhance listing quality. In 2023 we also launched “Lead Management”, which enables agents in Singapore, Malaysia and Vietnam to sort, contact and prioritize their leads and shares lead insights based on property seekers’ activity on our platform.
Our strategic acquisitions have sought to extend the depth and reach of our products and services. Since the end of 2019, we have made transformative investments in technology, products and markets that we believe will further strengthen our market leadership and accelerate our growth. In December 2020, we acquired MyProperty Data Sdn Bhd (“MyProperty Data”), a Malaysia-focused data analytics platform. In August 2021, through our acquisition of the Project Panama Entities, we acquired iProperty’s (a subsidiary of REA Group) Malaysia and Thailand digital property marketplace businesses, iProperty.com.my and thinkofliving.com, to solidify our leadership in those markets, as well as Brickz.my, an online data platform that adds data analytics capabilities in Malaysia. In October 2022, we entered into the home services industry through our acquisition of Sendhelper, a Singapore home services technology company. Our acquisition of Sendhelper is in line with our growth strategy of expanding into adjacencies while investing in our core marketplaces business towards creation of a digital property ecosystem for all our stakeholders in Southeast Asia.
In December 2022, we launched our enterprise solutions brand, PropertyGuru For Business, which provides a unified suite of solutions, including market intelligence and insights, advertising and event solutions, software solutions and other customized services to guide enterprise clients such as property developers, agencies, banks, valuers, city planners and policy makers. PropertyGuru For Business works with property stakeholders to improve ecosystems in markets where it operates by championing and enabling digitalization so that all property stakeholders can leverage deeper insights to make more confident decisions and unlock the potential of their business through a more transparent property ecosystem.
We believe we are uniquely positioned to capture the significant opportunities created by favorable, long-term macro tailwinds of urbanization, growing affluence and digitalization in Southeast Asia. We currently operate in a market that encompasses advertising and marketing expenditure by real estate agents and agencies, and marketing expenditure from property developers. This is a large addressable market that has continued to expand due to economic tailwinds, favorable consumer trends and a growing real estate advertising market across our Priority Markets. We have 17 years of offering property information across Southeast Asia while the PropTech industry emerged in the region, and we navigate the changing economic landscape of Southeast Asia while continuously innovating and leveraging technology.
Our headquarters are in Singapore. As of December 31, 2023, our platform connects more than 34 million property seekers monthly, based on Google Analytics data between July 2023 and December 2023, to more than 55,000 agents in our digital property marketplace of more than 2.8 million real estate listings.
Our Strengths
Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. We have the following competitive strengths:
Leading market positions across four Priority Markets
Our digital property marketplaces have leading market shares in Singapore, Vietnam, Malaysia and Thailand in terms of Engagement Market Share: 82% in Singapore (5.7 times more than our closest peer); 80% in Vietnam (4.1 times more than our closest peer); 92% in Malaysia (12.0 times more than our closest peer); 54% in Thailand (1.9 times more than our closest peer), based on SimilarWeb data between July 2023 and December 2023. We have multiple well-established brands that are synonymous with real estate listings in Southeast Asia, with organic traffic representing 87% of the traffic to our digital marketplaces, based on Google Analytics data between July 2023 and December 2023.
Our digital property marketplaces benefit from network effects created by a “virtuous cycle,” in which a large number of property seekers engaged with an online marketplace attract a large number of agents, developers, vendors and landlords, and vice versa, which in turn helps enhance the scale and market positions in our Priority Markets. This is consistent with the evolution of the online property advertising industry in developed markets such as Australia and the United Kingdom, where the industry has consolidated into two or three main companies that share a significant majority of online property advertising revenue.
Attractive business model leading to strong financial profile
Our online property marketplaces use a tiered subscription model to enable agents to advertise properties and help them match buyers and tenants in all our markets. In Vietnam we have a tailored pay per listing model as well as a range of depth products that enable agents to enhance their listings. We offer a broad suite of services for developers across our markets, including digital advertising and awards and events to help feature and promote their projects. Our data and software solutions business serves real estate agents and agencies, developers, valuers, banks and other enterprise clients by powering confident decisions, transparency, and efficiencies in the real estate industry with data, insights and intelligent software. Our Fintech
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business, which is based on commissions for loan origination and digital advertising services for lenders, helps address the opaque, slow and manual bank mortgage process and unfamiliarity of agents with mortgage products. We deliver smart home financing solutions that digitally integrate the home financing ecosystem and leverage customer data to deliver and extract economic value over the customer lifetime. Our home services technology company, Sendhelper, connects homeowners and tenants with verified home service providers to provide quality and cost effective home services.
Focus on technology and innovation
Our focused investments into our platforms, product offerings and technology is the key enabler to sustained innovation, and this has allowed us to continue developing proprietary technology platforms, with innovative features and functionality to deliver our agent and developer clients and property seekers a better experience. Our platforms have been developed to operate efficiently across different markets in multiple languages and currencies and with integrated mobile and other technology capabilities.
Our business is underpinned by constant technological innovation and investment. With machine learning, we enhance user experience for property seekers by delivering GuruPicks, an automated and personalized feed of property listings, and we help agents to create more effective property listings with our listing description generator. We also use AI image moderation to enhance the quality of our property listings and immersive content to deliver guides to the ‘green’ credentials of a listing. We have developed data tools to empower our agent customers with near-real-time property transaction data across our customer website, apps and platforms, provide timely market trend notifications relevant to agents’ listings, and enable agents to sort, contact and prioritize their leads. Our PropertyGuru DataSense market intelligence platform supports agents, developers, banks, government agencies and investors in making better property decisions through detailed data and insights leveraging a combination of data, visualizations, trend graphs and conversational AI. Our API products allow customers to directly integrate selected insights into their systems. Our SaaS-based property assessment management tool, ValueNet, digitizes and provides an end-to-end ecosystem that increases efficiency, reduces cost and provides comparable transactions and streamlines workflows for banks and valuers by automatically routing bank requests for valuation and facilitating tracking, management and valuation requests. Our Fintech business has developed tools to streamline home loan applications, including online tools to compare mortgage rates, understand mortgage eligibility and digitally sign and submit home loan application documentation.
Successful growth through strategic acquisitions
We have supplemented our organic growth initiatives with a number of strategic acquisitions in recent years that have primarily been executed to accelerate market penetration in our Priority Markets and to further integrate the breadth of our product offerings in, and to fast-track expansion into, new markets. Our significant acquisitions between 2016 and 2023 include:
We have grown through expanding beyond Singapore, increasing our number of agents and increasing ARPA across each of our Priority Markets (excluding Vietnam where we operate a pay-as-you-go model and focus on increasing the number of listings and revenue per listing). We have a strong track record of M&A integration, with our operations in Singapore, Thailand and Malaysia (excluding the Project Panama Entities) using a common technology platform and a single source code for our marketplace offerings where applicable, which provides scale efficiencies and gives us speed-to-market with new products and developments. While our Vietnam business currently operates its own technology platform, as the Vietnamese market matures, we may seek to integrate the business into our common technology platform over time.
“Digital native” senior leadership team with a long term vision and culture of innovation
We are led by a highly experienced management team with deep technology expertise. Our management team has a proven track record and is well-placed to deliver our focused strategy going forward. Our CEO, Hari V. Krishnan, joined us in 2016, having previously held the role of Vice President, APAC & Japan at LinkedIn, growing their Asia business. Joe Dische, our CFO, joined us in 2018, having previously held the position of CFO at ASX-listed iCar Asia. Both Hari and Joe have significant strategic, financial and technology-related experience across Asia. Our Company has continued its investment in human capital, building out a market leading executive team around Hari and Joe, with deep technology, finance, and business experience in the
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digital sector. We believe that our investment in human capital will allow the Company to continue its track record of growth and innovation.
Our Growth Strategy
Technology innovation underpinning growth
Technology development and product innovation are central to our growth strategy. We intend to continue focusing on technological innovations and automation, including the use of generative AI and machine learning, to further expand our product offerings to empower our customers and enhance consumer experience.
Agent/agency initiatives
In Singapore, we are focusing on improving the value and efficiency of our lead-generation, while also adding value beyond lead-generation with data insights and other premium features. ARPA growth will be based on the “up-sell” of higher-tier subscription packages that provide both volume of high-intent and well-matched leads, as well as other tools and services to empower agents. This value and increased innovation will continue to enhance depth product penetration.
Despite the challenges faced in Vietnam, which has faced macro and consumer confidence headwinds in 2023 following government anti-corruption activity and tightened credit to combat inflation, we recognize Vietnam’s enduring long-term prospects and believe there is substantial opportunity for continued expansion when the market recovers. We are actively adapting our strategy for the Vietnam market in anticipation of the evolving conditions.
In Malaysia and Thailand, our near-term focus is on enhancing our property seeker proposition and elevating consumer trust within the industry. By delivering such value to consumers, we aim to increase our agent engagement and improve monetization by increasing ARPA across our agent base through increased penetration of depth products.
Developer proposition
Our key focus includes continued innovation and product development in our data services offerings and increased executive engagement with top regional developers, supported by our award shows and events. We provide comprehensive and trustworthy information regarding primary listings to property seekers, which in turn attracts high-quality leads for our developer customers. We expect that growth will continue to be supported by the migration from offline to online advertising as developers in our Priority Markets continue to increase their online advertising expenditure.
Focused investments
We are committed to making focused investments that drive sustainable growth while navigating market uncertainty. We continue to review progress and periodically streamline our operations while carefully re-prioritizing our resources where necessary. Our efforts and focus are towards businesses that are already driving or have shown the potential to achieve scalable growth while ensuring strong unit economics.
Strategic acquisitions also remain a core component of our growth strategy. We intend to continue supplementing our organic growth initiatives with strategic acquisitions to further integrate the breadth of our product offerings in our markets. We will continue to assess acquisition and/or partnership opportunities to enter new markets or strengthen our product offerings, including potentially funding further acquisitions into direct adjacencies as described below. See “—Pursuing adjacent growth opportunities.”
Pursuing adjacent growth opportunities
We have identified a number of potential adjacent growth opportunities such as data, Fintech, home services (including contractor and moving services) and developer operating systems. We see Fintech and data services as near-term opportunities for expansion.
Accessibility of home financing and insurance solutions in our Priority Markets is significantly behind that of more developed markets, where the prevalence of mortgage broking is a key component of these markets. Our priority is to expand our mortgage business in Singapore given the country’s more mature financial ecosystem. We plan to do so through innovation, partnerships with other industry players (e.g. banks), cross-selling of financial services such as insurance, and potentially acquiring suitable targets. We aim to expand our Fintech business in other Priority Markets in the future.
We believe there is a significant opportunity for us to expand our business through the development or acquisition of datasets and capabilities. Data is already being leveraged for services such as automated property assessment, which provides
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property owners and seekers and finance parties indicative property prices and helpful insights on their transaction enquiries and mortgage portfolio risk; strategic developer advice across market research, acquisition and marketing; and property transaction volume demand planning. Elements of these tools may be extended across all of our Priority Markets over time.
Our Products and Services
We are an operator of digital property marketplaces in Southeast Asian countries, namely Singapore, Vietnam, Malaysia and Thailand. Digital property marketplaces provide a platform for the advertising of real estate (including residential, commercial and industrial properties) for sale or lease by real estate agents, property developers and in some cases by individual vendors. Digital property marketplaces provide access to a much wider range of properties than is available on the websites of individual estate agents or developers and, with advanced search functionality, allow property buyers to filter properties based on individual requirements and easily search for appropriate properties while providing content to guide and advise buyers. For property advertisers, portals offer access to a much larger group of potential buyers than can be achieved through personal contacts and direct marketing.
Our business provides a range of products and services for agents/agencies, developer, valuer and financial institution customers. We primarily offer tiered-subscription packages to our agent/agency customers that give them access to our digital property marketplaces, generating opportunities for them to rent or sell properties to property seekers. Our offering to developers primarily consists of digital advertising on our websites, participation in annual award shows and events, and our sales process automation and data products. Our data and software solutions business serves real estate agents and agencies, developers, banks and valuers with our market insights and intelligence and valuation management tool. Our fintech business matches property buyers in Singapore to suitable mortgages that are advertised by banks on our platform and brokered by us. Our Singapore home services technology company, Sendhelper, connects homeowners and tenants with verified home service providers.
Agents Business
Our agent business provides products and services to agents and some select agencies through our digital property marketplaces. Currently in our Priority Markets, property owners typically do not work exclusively with a single agent, and it is permissible for multiple agents to market a single property. As a result, we focus on developing relationships with and generating revenue from individual agents, rather than competing for individual property listings, as is common in developed markets like Australia. Based on our last three months average as of December 31, 2023, we have over 55,000 agents in our Priority Markets.
Our revenue model is predominantly subscription-based, where agents currently pay upfront fees for an annual subscription that provides them with a number of credits they can use to promote their listings. In all our Priority Markets other than Vietnam, agents can currently select one of our annual subscription packages, with each subscription package providing a different number of concurrent listings, credits, functionality of data and premium features. Higher tier subscription packages offer access to more features and a greater volume of credits, as well as increased access to efficiency tools and data insights.
Agents can use credits to list properties and purchase advertising products to increase the prominence and ranking of their listings and their personal brand on our digital marketplaces. Agents can purchase additional discretionary credits as they utilize those included in their subscription package, or they can purchase certain products directly on a cash basis. We offer a premium form of credit, “Prime Credits”, that allows agents in Singapore and Malaysia to book, reserve and extend “Featured Agent” slots,
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which provide agents with exposure in a particular development or area, and agents in Singapore to use the “Promoted Listings” tool, which enhances visibility of property listings to property seekers searching for properties with similar criteria. “Prime Credits” are included in higher subscription packages and are available for individual purchase.
We believe we have a significant opportunity to increase our ARPA across all of our Priority Markets (except Vietnam where we operate a different business model). Increases to ARPA are driven by headline price increases in subscription packages, as well as variable pricing of depth activities and discretionary credits. Incremental ARPA is also a function of agents increasing their online marketing expenditure to take up premium products. Our strategy to increase agent subscription revenue is to focus on renewals across our subscriber base, while continually optimizing current subscription packages to upsell our products and services to our subscriber base. Our strategy to increase agent discretionary revenue involves encouraging agents to differentiate their listings through the purchase of depth products that offer them branding and listing promotions solutions as well as access to data products. Capitalizing on a competitive advertising market, our strategy is to continue to invest in and introduce a wider variety of depth products that stimulate higher discretionary spending and drive growth in ARPA.
In Vietnam, we offer a pay-as-you-go model, whereby agents pay for each individual property listing and additional features as required. Increases to average revenue per listing in Vietnam are driven by variable pricing, whereby agents pay higher fees to increase the prominence of “VIP” listings. Our model in Vietnam is specific to the Vietnamese market, where there is a large number of agents that are part-time or casual, and therefore their ability to finance annual subscriptions is currently limited. We have no immediate plans to change this approach which provides a low barrier to entry for part-time or casual agents and encourages industry participation.
Our higher-margin depth products have become an attractive offering to complement an agent’s standard listings. Depth products include:
Depth products provide a way for agents to increase their leads. These products encourage agents to upgrade their base subscription package or buy additional discretionary credits. “Featured Agent” and “Promoted Listings” products are able to be purchased only through our premium form of credit, “Prime Credits”, which are included in our higher tier subscription packages and available for purchase on top of subscription packages.
Our Singapore business has seen agents compete for prominent positions on search result pages, leading to continued take-up of depth products, including “Featured Agent”, “Turbo” and “Promoted Listings”. However, this take-up is still below comparable businesses in developed markets such as Australia and the United Kingdom where premium products have been a significant source of advertising revenue growth. We believe that there is significant potential to increase depth product revenues in our new and existing agent base in Singapore but also in Malaysia and Thailand, where depth product penetration has been lower.
An example of our tiered subscription pricing model and the inclusions within these packages is set out below, as of December 31, 2023. This example shows our Singapore subscription packages. Our subscription packages are similar across all of our Priority Markets with the exception of Vietnam—which operates under a pay-as-you-go model.
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Note: Our subscription packages are similar across all of our markets except for Vietnam, which operates under a “pay as you go” model
Developer Business
Our developer business provides developers with access to our awards, events and digital advertising solutions.
Our awards and events business, which is an integral component of our developer business, is one of the largest property awards series in Asia based on the number of markets covered and consists of an independent judging panel of industry experts in each market. In 2023, our awards business, PropertyGuru Asia Property Awards, sourced entries from thirteen markets across Asia and held awards ceremonies in eight of these markets to assess and honor top developers for their achievements. The awards business generates revenue by assessing residential and commercial properties and organizing annual property awards events (physical and digital) in various countries to honor top developers. Winners are entitled to use the official PropertyGuru Asia Property Awards logo in their external marketing materials and are provided with digital marketing packages. In addition to providing a strong revenue stream from our developer customer base, the awards and events business provides long-term strategic value by allowing PropertyGuru to build strong relationships with developers. Our awards and events business contributed S$6.3 million, S$8.9 million and S$8.3 million to our revenue in 2021, 2022 and 2023, respectively.
We also host real estate events including showcases and exhibitions at which developers can buy booths to promote their businesses and recent property developments. In 2023, our events business held one property expo and five property roadshows throughout Malaysia.
Our customer base includes developers that utilize our digital property marketplace for advertising, content marketing and performance products. Our developer business model is predominantly based on lead generation campaigns, branding, online advertising and content marketing, which increases property seekers’ awareness of our developer customers’ brands, leading to sales enquiries. Developers pay us fees based on the duration as well as the prominence of advertising. Our performance products, which consist of prominent homepage placement and audience targeting, are charged on a fee per lead basis.
We see a significant opportunity to increase advertising share within our developer customer base, as these customers are still at the early stages of moving their advertising spends from offline (print, outdoor, events) to online solutions. Currently, we have paying developers across sixteen markets (including our awards and events business).
Despite the significant amount of new property developments in our Priority Markets, we currently only have a small share of developer advertising expenditure in those markets, primarily because developers still allocate significant advertising expenditure to offline media and direct marketing.
We believe that the transparency of the developer’s marketing performance on online channels versus offline mediums, and the ability to access larger and easily-segmented audiences and valuable behavioral insights, will lead to more developer expenditure moving online. We expect that this transition will be further supported by the increase in cross-border transactions, which has seen developers actively seeking to attract foreign investors. These foreign investors can be more effectively targeted and reached through online advertising.
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Our Priority Markets
Singapore
We began operations as a digital property marketplace in Singapore in 2007. We have the largest market share among digital property marketplaces in Singapore with 82% Engagement Market Share (5.7 times more than our closest peer), based on SimilarWeb data between July 2023 and December 2023. Organic traffic represents 90% of the traffic to our platforms in Singapore, based on Google Analytics data between July 2023 and December 2023. Our Singapore marketplaces business contributed S$55.9 million, S$69.2 million and S$86.0 million of our revenue in 2021, 2022 and 2023, respectively.
Our Singapore business is in a phase of increasing profitability, whereby having acquired the majority of the agent market we are now primarily focused on increasing ARPA through pricing measures and increasing depth products penetration to enable our customers to further differentiate their property listings. We focus on renewals among high-value, loyal subscribers and upselling agents to move up to higher tier subscription packages. Furthermore, given the relatively mature nature of the Singapore market, we believe that agents need to differentiate their listings. We seek to capitalize on this need by introducing a wider range of depth products to allow agents to increase the prominence of their listings. We continue to invest in brand-building and maintaining strong positions in organic search rankings in critical online channels such as Google and Facebook to help maintain our market leadership. We do this through search engine optimization techniques rather than through paid advertising.
We also own CommercialGuru.com.sg (“CommercialGuru”), a marketplace for office space, retail and industrial property. CommercialGuru provides a directory of commercial properties as well as leads for commercial services, including financial and household maintenance services. It also provides commercial property resources, market news and research reports.
We launched our mortgage business, PropertyGuru Finance, in Singapore in March 2020 and in October 2022, we acquired Sendhelper, a Singapore home services technology company.
Vietnam
We first entered the Vietnamese market in 2016 when we acquired a 20% stake in the holding company of Batdongsan.com.vn, the leading digital property marketplace in Vietnam. In 2018, we increased our 20% shareholding in the Vietnamese legal holding structure to fully consolidate the business from an accounting perspective. Batdongsan.com.vn has the largest market share among digital property marketplaces in Vietnam with 80% Engagement Market Share (4.1 times more than its closest peer), based on SimilarWeb data between July 2023 and December 2023, underpinned by high organic traffic and a strong brand. Organic traffic represents 87% of the traffic to our platforms in Vietnam, based on Google Analytics data between July 2023 and December 2023. The strong economic growth in Vietnam, combined with looser restrictions on foreign real estate purchases and a growing middle class, have driven a boom in the Vietnam residential property market over the last decade and we have benefited from this growth as more people use our platform to advertise their property listings. However, governmental interventions initially aimed at regulating the property market have impacted consumer sentiment and transaction activities in 2023.
Our Vietnam business operates on a pay-as-you-go model, due to the nature of the market where a large portion of agents are casual or part-time in nature only, as compared to Singapore and our other Priority Markets where there is a significant number of full-time, professional and registered agents. Our Vietnam marketplaces business contributed S$18.8 million, S$24.0 million and S$17.1 million of our revenue in 2021, 2022 and 2023, respectively, and was Adjusted EBITDA positive in each of those periods. Despite the recent challenges faced in Vietnam, we recognize the market’s enduring long-term prospects and believe there is substantial opportunity for continued expansion when the market recovers, and we are actively adapting our strategy for the Vietnam market in anticipation of the evolving conditions.
Malaysia
We entered the Malaysian digital property marketplace in 2011 through the launch of www.Homeguru.com.my and the purchase of FullHouse Media Sdn Bhd, owners of FullHouse.com.my. In 2012, we consolidated under our Singapore brand, PropertyGuru, leveraging its established brand name to assure property seekers of overall consistency and the same quality experience as well as to consolidate marketing resources under the PropertyGuru brand name.
On August 3, 2021, we acquired iProperty.com.my, the second-leading portal in Malaysia (in terms of Engagement Market Share, based on SimilarWeb data for the last three month average as of December 31, 2020), and Brickz.my, an online data platform providing property transaction data in Malaysia. Through the PropertyGuru and iProperty platforms, we have the largest market share among digital property marketplaces in Malaysia with 92% Engagement Market Share (12.0 times more than our closest peer), based on SimilarWeb data between July 2023 and December 2023. Organic traffic represents 85% of the traffic to our platforms in Malaysia, based on Google Analytics data between July 2023 and December 2023.
Our strategy has been to invest in long-term fundamentals by ensuring we provide the best consumer experience, build strong organic traffic, and invest in solid customer relations for purposes of listing acquisition and monetization. Following the
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acquisition of iProperty.com.my in August 2021, our Malaysian business is now in a phase of increasing profitability, where having acquired the majority of the agent market we are now primarily focused on increasing ARPA through increasing depth products penetration to enable our customers to further differentiate their property listings. Our Malaysia marketplaces business contributed S$14.3 million, S$25.4 million and S$27.7 million of our revenue in 2021, 2022 and 2023, respectively.
Thailand
We acquired DDProperty.com in July 2011, with its founders helping run the business post-acquisition, including establishing the office and hiring key staff. The name DDProperty translates to “Good Property” in Thai. The site was initially displayed solely in the Thai language, with an English option for DDProperty added in mid-2012, which positioned us to cater to the large number of expatriates living and investing in the Thai property market.
Our strategy in Thailand is categorized by growth and investment. We believe that we have an opportunity to extend our leadership position by increasing our agent numbers, as well as driving ARPA growth across the business. On August 3, 2021, we acquired thinkofliving.com, a property review site in Thailand.
We have the largest market share among digital property marketplaces in Thailand with 54% Engagement Market Share (1.9 times more than our closest peer), based on SimilarWeb data between July 2023 and December 2023. Organic traffic represents 78% of the traffic to our platforms in Thailand, based on Google Analytics data between July 2023 and December 2023. Our Thailand marketplaces business contributed S$6.1 million, S$9.6 million and S$10.7 million to our revenue in 2021, 2022 and 2023, respectively.
Indonesia
In August 2023, we announced our strategic decision to phase out our Indonesia marketplace business, Rumah.com, which ceased to operate on November 30, 2023. Our Indonesian marketplaces business contributed $2.3 million, S$2.6 million and S$2.5 million to our revenue in 2021, 2022 and 2023, respectively.
Fintech and Data Services Business
Fintech
Across Southeast Asia, property seekers have substantial unmet needs in home financing and insurance. Access to mortgage financing in our Priority Markets is much more difficult than in most developed markets, exacerbated by low financial literacy in some of our markets. As a result, research shows that consumers are dissatisfied due to the complex, manual and opaque mortgage processes. Real estate agents often lack the expertise to advise, leaving an opportunity for PropertyGuru to come in. In general, we believe that the regulators in our Priority Markets are supportive of Fintech players to enter into the mortgage financing industry.
We launched our mortgage business, PropertyGuru Finance, in Singapore in March 2020. PropertyGuru Finance provides financial institutions with access to our digital mortgage marketplace. Buyers are matched to suitable mortgages online and through a team of PropertyGuru mortgage advisors. Upon each successful match, the financial institution pays PropertyGuru a commission. In 2021, we launched “SmartRefi.” Bringing innovation to mortgage refinancing in Singapore, SmartRefi is a tool that lets users auto-track their mortgage against daily market rates to help them decide the best time to refinance. In 2023 and 2024, we have launched online tools to streamline home loan applications, including tools to calculate mortgage eligibility and to digitally sign and submit home loan application documentation. We also generate revenue from PropertyGuru Finance through digital advertising services for lenders.
As of the end of December 2023, the value of mortgages that were arranged by PropertyGuru Finance was in excess of S$6 billion and we believe there is still significant potential for growth. We also intend to expand our PropertyGuru Finance offering beyond Singapore into our other Priority Markets, either organically or through strategic acquisitions.
Data and Software Solutions
We believe there is a significant opportunity for us to expand our business through the development or acquisition of data capabilities. Our approach has been to position ourselves as a single source of truth with respect to our proprietary consumer demand and property supply data, and provide reference price data in countries without official records. In addition, we have built up our data science and technology capabilities, and have increased ease of data access through more intuitive interfaces.
Through our data and software solutions business, we provide data, insights and intelligent software to real estate agents and agencies, property developers, valuers, banks, investors and other enterprise clients. PropertyGuru DataSense is our property market intelligence platform, which provides among others pricing analytics, location insights, residential demographics, migration patterns, property seeker demand analysis, auction data and geo-analytics. ValueNet is our cloud-based solution for valuers and banks to help them improve the turnaround time and quality of their property assessments. The system analyzes and
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validates property assessment data, automatically routes bank requests for valuation and facilitates tracking, management and valuation requests. ProxyPrice is our property price valuation estimate tool which generates customized reports and property insights based on up-to-date transaction data and intelligent algorithms.
Home Services
In October 2022, we acquired Sendhelper, a Singapore home services technology company which connects homeowners and tenants to a network of verified home service providers. The services include, among others, cleaning, air conditioner maintenance, and handyman and repair services. The acquisition represents our entry into the home services industry and is in line with our growth strategy of expanding into adjacencies while investing in its core marketplaces business towards creation of a digital property ecosystem for all its stakeholders in Southeast Asia. With the addition of Sendhelper, we aim to become a one-stop destination for property seekers to not only find, finance and own their dream home but also manage and maintain it.
Our Platform and Technology
Platform overview
We operate desktop web, mobile web and mobile application platforms across all our Priority Markets. Our mobile web and mobile application platforms are our primary driver of user engagement, with approximately 71% of traffic to our platforms coming from mobile, based on Google Analytics data between July 2023 and December 2023.
We use a common multi-tenant technology platform and single source code for our marketplace offerings in each of our Priority Markets except in Vietnam and the Project Panama Entities we acquired in 2021. This provides scale efficiencies, and gives us speed-to-market with new products and developments. In each Priority Market, the platform is localized, including in terms of language and currency and certain market-specific features and configurations. In addition to our core marketplace platform, we are investing towards building a data platform to power our data offerings for our business and enterprise customers in our priority markets.
Our Vietnam business currently operates on its own technology platform. This strategy currently suits our business in Vietnam given the stage of the business and the market structure (both payment model and agent structure) relative to our other Priority Markets. As the Vietnamese market matures, we may seek to integrate the business into our common technology platform.
Our technology platform design is centered on our key user groups—property seekers and sellers, agents and agencies, developers, valuers, banks and government agencies.
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Product development
Our business is underpinned by a technological platform that is built for innovation and investment. We have developed and continue to invest in proprietary, scalable technology platforms, with the flexibility to operate across different countries, languages, and user types, while reusing common technical components. This includes investments in technical platforms for both web and native applications, dramatically improving our time-to-deploy for new features and experiments.
Artificial Intelligence and Machine Learning
We have developed software that combines the rich session data from the millions of visitors interacting with millions of property listings on our platforms, to train personalized machine learning based recommendation models. We have made continuous improvements in data aggregation, algorithms and our ability to tune the recommendation system to prioritize different outcomes. In 2023, we launched GuruPicks, a recommendation-powered feed of property listings based on machine learning algorithms.
We are leveraging generative AI to enhance listing descriptions, moderate images and content and assist with social media scripts. Internally, we also use generative AI to enhance software code writing and increase individual productivity.
Personalization and Knowing Our Customer
Our analysis of user behavioral data across our sites in Singapore, Malaysia and Vietnam enables us to deliver personalized experiences to consumers, including creating ‘saved search’ experiences and notifying home-seekers of new listings and providing other tailored content based on their recent searches.
We require all home-seekers to create an account when enquiring about listings on our Singapore and Malaysia platforms, and we require home-seekers in Vietnam to verify their phone number. These measures have improved the quality of leads delivered to our agent customers, and have also enabled us to personalize home-seekers’ experience across their devices.
Value for Agents beyond lead generation
In 2023 we also launched “Lead Management”, which enables agents in Singapore, Malaysia and Vietnam to sort, contact and prioritize their leads and shares lead insights based on property seekers’ activity on our platform. Lead Management provides an inbox for enquiries received across all channels (including email, WhatsApp, Zalo, phone and SMS) with behavioral insights to help agents prioritize and effectively engage leads.
We offer “Market Insights”, powered by DataSense, as part of our agent subscription packages in Singapore and Malaysia, which provides agents access to transaction data, supply and demand data and trend information, with the power and quality of DataSense. By upgrading to higher subscription packages, agents can unlock access to more premium DataSense features.
Advertising Products
The core offering of our business is advertising products that generate opportunities for agents to rent or sell properties to property seekers, including products to increase the prominence and ranking of their listings and their personal brand. We have continued to refine the ability to use dynamic pricing for these products, and have developed tools such as performance dashboards to help agents understand their effectiveness.
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In 2022, we launched “Promoted Listings” in Singapore, which allows agents to promote property listings to property seekers searching for properties with similar criteria, including nearby locations, similar prices ranges and similar size. Agents often use this product for properties in less-popular locations or that are more difficult to sell. We also offer a developer version of Promoted Listings to enable developers to advertise on search result pages with similar properties.
We have also simplified and expanded the advertising services we offer to property developers, including enabling developers to display video content on the sponsored homepage masthead and in search results, and access a developer version of Promoted Listings.
Marketplace Quality
We recognize that trust in the quality of listings and agents is critical for the health of our digital property ecosystem. As a step toward driving greater trust and transparency in our marketplace business, we launched “Agent Ratings and Reviews” in 2022, which allows property seekers to provide star-ratings and written reviews of agents’ service quality, knowledge and expertise, marketing skills, and negotiation. In Thailand and Vietnam, agents are incentivized to verify their profiles and listings, respectively, in order to increase their prominence and trustworthiness on our platforms. We have improved the quality of our listings by strengthening the requirements for listing creation, requiring agents to include photos and specific details including precise location information. We have also upgraded the AI image moderation to automatically detect photos that breach our terms and advertisement and content guidelines. In addition, we have enhanced the means for home-seekers to report feedback to us (such as that a listing is no longer available, that an agent is non-responsive, that listing details are not true, or that they have experienced discrimination), and are experimenting with ways to make those reports transparent.
Data and Software Solutions
Our DataSense market intelligence platform supports agents, developers, banks, government agencies and investors to make better property decisions. Our API products allow customers to directly ingest selected insights into their systems. Our SaaS-based property assessment management tool, ValueNet, digitizes and provides an end-to-end ecosystem that increases efficiency, reduces cost, provides comparable transactions and streamlines workflows for banks and valuers by automatically routing bank requests for valuation and facilitating tracking, management and valuation requests.
We are also investing in our Fintech services and our home services platform, Sendhelper.
Marketing and Brand Awareness
Our marketing focuses on the customers and consumers of each of our businesses, which predominantly include: (i) property seekers, (ii) real estate agents, (iii) real estate developers and (iv) enterprise customers including real estate developers, agencies, banks, valuers, city planners and policy makers. In addition, our Fintech business markets to homeowners and our home services business markets to homeowners and tenants.
With regard to property seekers, our objective is to acquire and retain quality traffic that subsequently generates quality enquiries for agents and developers on our platform. We seek to optimize unit economics, namely the cost of acquisition of a property enquiry. To achieve this, we invest in both long-term fundamentals such as brand, reputation and organic traffic, and in shorter-term performance instruments such as paid online advertisement. We believe this has enabled us to achieve high levels of traffic in recent years.
Priorities in marketing to property seekers in each of our markets are Search Engine Optimization (“SEO”), content marketing and branding. The strength of our brands, the extensive volume and quality of our first-party data and our strong organic positions in critical online channels (e.g. Google) provide a strong basis for continued attractive acquisition unit economics in the medium-term.
In December 2022, we launched our enterprise solutions brand, PropertyGuru For Business, which includes a unified service and proprietary data solutions, event solutions and marketing services to guide enterprise clients such as property developers, agencies, banks, valuers, city planners and policy makers. PropertyGuru For Business works with property stakeholders to improve systems in markets where it operates by championing and enabling digitalization so that all property stakeholders can leverage deeper insights to make more confident decisions and unlock the potential of their business in a more transparent property ecosystem.
With regard to agents and developers, we seek to increase our market share by continually enhancing company reputation, value perception and product adoption through automated content marketing, sponsorships, promotional programs, customer training, loyalty programs and thought-leadership events. These initiatives have enabled us to grow revenues from both agents and developers in recent years. We also increase our market share with agents and developers via the ‘virtuous cycle’ whereby a growing number of property seekers searching our platforms attract agents and developers to advertise on our platforms.
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Supplier Relationships
We have developed most of our core technology internally utilizing open-source code, with the exception of the technology platforms that underpin our Vietnamese business and the business of the Project Panama Entities. This includes, but is not limited to, our digital property marketplaces and other innovations such as DataSense, ValueNet and ProxyPrice.
We use Amazon Web Services for a majority of our hosting and infrastructure requirements including storage, networking and database management, and we use Google Cloud Platform to host certain of our data products. Other external suppliers we utilize include Oracle Netsuite for enterprise resource planning; Salesforce for our sales operations, customer relationship management system and promotional campaigns; Google and Meta for advertising purposes; Cloudsense for sales and order management of certain products; and Adyen Payment Gateway for payment collection.
Competition
We face competition to attract consumers to our website, mobile and software applications and to attract advertisers to purchase our advertising products and services. Participants in the online real estate advertising market in our Priority Markets include PropTech platforms and developer and agent websites which all compete for market share in the industry, as well as offline real estate brokers and agents. Brand awareness, reputation, user experience and data accuracy, breadth and depth and pricing are all factors that contribute to competitiveness. We also compete for a share of advertisers’ overall marketing budgets with traditional media such as newspapers, television, magazines and billboards.
Our data and software solutions business faces competition from government agencies, real estate agencies and other PropTech platforms that provide real estate data. In Singapore, our Fintech business competes with other online mortgage marketplace participants as well competing for a share of the banks’ marketing budgets with other online and offline advertising channels. Our home services technology company, Sendhelper, competes with other home services platforms in Singapore.
Intellectual Property
Substantial elements of our websites, applications, databases and underlying technology, as well as our domain names and trademarks are proprietary in nature. We endeavor to protect our investment in our intellectual property in the jurisdictions where we do business.
As of December 31, 2023, we have 84 registered trademarks, including registrations for “PropertyGuru” and the PropertyGuru logo. We are the registered holder of a variety of domain names, including “PropertyGuru.com.sg,” “CommercialGuru.com.sg,” “Batdongsan.com.vn,” “iproperty.com.my,” “DDProperty.com” and “asiapropertyawards.com,” and have full legal rights over all these domain names for the period for which such domain names are registered. We also have 11 pending trademarks as of December 31, 2023.
In addition to the protection provided by our intellectual property rights, we enter into confidentiality and proprietary rights agreements with certain of our employees, consultants, contractors and business partners. Certain of our employees and contractors are also subject to invention assignment agreements. We further control the use of our proprietary technology and intellectual property through provisions in both our general and product-specific terms of use on our website.
In addition to the intellectual property that we own, we license certain intellectual property from third parties. In particular, we license certain intellectual property rights from third parties related to certain aspects of our business.
We believe the value associated with our brands contributes to the appeal and success of our products, and our future ability to develop, acquire or license new brand names of similar quality, and to protect those brands, is important to our continued success. Therefore, we continue to invest in the recognition and protection of our brands.
For risks related to our intellectual property, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Intellectual Property and Technology.”
Diversity and Inclusion
We value the benefits that diversity and inclusion bring to our business. By building a team with individuals from diverse backgrounds, accompanied by a culture of inclusion, we believe that we can accelerate innovation and embrace the unique experience, ideas, skills and perspectives of every individual. As of December 31, 2023, our employees come from 35 different countries around the world, and 63% of our employees and one-third of our directors are women. As a business, we believe that this focus on diversity and inclusion can help us to better understand the needs of our customers and consumers and to deliver an enhanced experience and shareholder value.
50
We are committed to implementing initiatives across our business to enhance the diversity of our organization and ensure we have an inclusive culture where all employees feel heard, valued, respected and are encouraged to reach their full potential. In 2023, we implemented fair and inclusive adjustments to our leave policies, such as the expansion of parental and adoption leave so they apply to all employees, regardless of gender or marital status. We also provide annual training and development on diversity and inclusion for all employees, heightening our cultural competence, stimulating conversations, and providing the space for all of us to take collective steps in creating a culture of mutual respect that embraces and promotes individual differences as well as reflects the customers and communities we serve.
Sustainability
In 2023, we launched our sustainability strategy named “Gurus For Good”. Our strategy focuses on the ESG topics that are of greatest current relevance to our business and our stakeholders, and where we believe we can make the most impact. The strategy is structured around three pillars: (i) sustainable living, (ii) thriving communities, and (iii) responsible business. These pillars and the focus areas set out below constitute the framework shaping our commitment and actions to advance our sustainability journey.
Gurus For Good Strategy |
||
Sustainable living
• Climate action by reducing PropertyGuru’s greenhouse gas (GHG) footprint and providing businesses with data and insights to support a more climate resilient real estate sector. • Innovation through solutions that drive sustainable living among property seekers, homeowners, renters, developers, agents and businesses, and pave the way for the development of tomorrow’s cities.
• Partnership, advocacy and thought leadership by establishing collaborations, raising awareness and demonstrating industry and thought leadership to advance and scale sustainable practices in the property sector. |
Thriving communities
Our people • Talent management by building a Culture of Trust and investing in our Gurus' growth and well-being. • Diverse, equitable and inclusive workplace by embedding these principles into our culture and how we operate.
Our communities • Inclusive products and services by promoting inclusive practices that respect and value diversity of all individuals and adopting accessible design principles for people with different needs.
• Community support by partnering with cause-oriented organisations and enabling Gurus to create a positive impact. |
Responsible business
• Data privacy by protecting consumers and customers data and cybersecurity risk management to safeguard the confidentiality, integrity and availability of our critical systems and information.
• Business ethics and compliance by adopting business practices promoting ethical behaviour, transparency and accountability.
• Corporate governance by establishing effective processes and structures to ensure ethical decision-making practices and appropriate controls across our business.
|
In 2023, we achieved the following key milestones:
Sustainable Living
51
Thriving Communities
Responsible Business
Regulations
This section sets forth a summary of the significant regulations or requirements in the jurisdictions where we conduct our material business operations, namely our Priority Markets. We are subject to laws and regulations relating to, among others, data privacy and consumer protection laws, intellectual property rights, competition, anti-bribery and corruption, anti-money laundering and terrorism financing, employment and labor, foreign investment, dividend distributions and foreign exchange controls.
As PropertyGuru is a Singapore-incorporated company, we are, with regards to privacy legislation, subject principally to the Personal Data Protection Act 2012 (“PDPA”) in relation to the collection, use and/ or disclosure of personal data.
There are two key parts of the PDPA: (i) the protection of an individual’s “personal data”, i.e. data, whether true or not, about an individual who can be identified from that data or other accessible information; and (ii) the establishment of a Do-Not-Call Registry for individuals to register their Singapore telephone numbers to indicate their desire to opt out from receiving certain types of marketing messages.
The key obligations of the PDPA are as follows:
52
On the Do-Not-Call Registry requirements under the PDPA, before sending marketing messages to a Singapore telephone number (through voice call, text messages, and fax), organizations must first check that such numbers are not listed on the relevant Do-Not-Call Registers (i.e. the No Voice Call Register, the No Text Message Register and the No Fax Message Register). A failure to do so is a contravention of the PDPA, although an organization is not required to check the Do-Not-Call Registers in certain prescribed instances, for example, where the organization has obtained “clear and unambiguous” consent from the user, and such consent is evidenced in written or other form accessible for subsequent reference.
Similarly, there are personal data protection laws and regulations imposed on PropertyGuru in each of the other Priority Markets and India, where a number of our employees are located, including Malaysia’s Personal Data Protection Act 2010, Thailand’s Personal Data Protection Act 2019, India’s Digital Personal Data Protection Act 2023 and Vietnam’s data protection, personal information and privacy regulations set out in the Constitution 2013, the Civil Code 2015 and in sectoral laws including but not limited to the Law on Network Information Security 2015, Decree 53 and the Law on Cybersecurity 2018, Decree No. 53/2022/ND-CP and Decree No. 13/2023/ND-CP.
We have also aligned our practices with the Practice Guidelines for Ethical Advertising issued by the Council for Estate Agencies in Singapore (the “CEA Practice Guidelines”). The CEA Practice Guidelines seeks to provide estate agents and salespersons with clear and detailed guidelines on the use of advertisements to comply with the Code of Ethics and Professional Client Care established under the Estate Agents (Estate Agency Work) Regulations 2010 and establish best practices in advertisements. While our management has confirmed that we are not regulated by the Council for Estate Agencies, as a publisher of property listings, we nevertheless observe the CEA Practice Guidelines as a matter of best practice. Other than in Malaysia, where registered agents are required to comply with advertisement and publicity requirements, there are no similar regulations and guidelines in the other Priority Markets.
We are subject to many other laws and regulations, including those related to intellectual property, protection of minors and property seeker protection. We are also subject to laws and regulations in our other Priority Markets which regulate our right to operate a business there, including foreign ownership restrictions.
Seasonality
Our business is affected by seasonal periods where real estate activity is generally higher or lower and consequently demand is higher or lower from agents and developers for our products. Lower periods are often during public holidays or festival periods, which are diverse across our markets. Chinese New Year and Tet are such periods in Singapore and Malaysia and in Vietnam, respectively, and occur during the first quarter of the calendar year. Some of our activities such as Awards and Events generally occur in the second half of the year, and the associated revenue is also recognized in the second half of the year.
53
The table below sets forth a description of our organizational structure as of the date of this Annual Report.
Note:
54
Our headquarters are located in Singapore and consists of approximately 25,963 square feet of leased office space. This facility currently accommodates the majority of our executive leadership team and leadership of our product and technology, marketing, sales and corporate functions.
We also lease offices in Vietnam, Malaysia, Thailand and India. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion of our operations.
Item 4A. Unresolved Staff Comments
None.
55
Item 5. Operating and Financial Review and Prospects
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Item 3. Key Information—D. Risk Factors” and “Cautionary Note Regarding Forward- Looking Statements” sections and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.
For a discussion of our results in the year ended December 31, 2022 compared to the year ended December 31, 2021 and certain comparative numbers in fiscal 2021, please refer to “Part I — Item 5. Operating and Financial Review and Prospects" contained in our Annual Report on Form 20-F for fiscal 2022 filed with the SEC on April 25, 2023.
Company Overview
We are the leading PropTech company in Southeast Asia, with leading Engagement Market Shares in Singapore, Vietnam, Malaysia and Thailand, based on SimilarWeb data between July 2023 and December 2023. Our mission is to help people make confident property decisions through relevant content, actionable insights and world-class service. Our platforms provide: (1) online property listings to match buyers, sellers, tenants and landlords; (2) digital and marketing services for developers; (3) a digital mortgage marketplace and brokerage; (4) a data and software solutions business for enterprise clients including property agencies, developers, valuers and banks; and (5) an online marketplace that connects homeowners and tenants with verified home service providers.
There are a number of factors that affect the performance of our business, the comparability of our results from period to period and the market price of our ordinary shares, including:
Global economic conditions and inflation
In many countries globally, including our Priority Markets, there are concerns over rising inflation and potential economic recessions, including due to the impacts of the COVID-19, such as the global supply chain disruptions, government stimulus packages and rising costs of commodities, and geopolitical conflicts. Inflationary pressures, rising interest rates and governmental fiscal activity have affected our business, the businesses of our agents and developers and the real estate markets in our Priority Markets.
We incur some of our revenues and expenses in other currencies, including Singaporean Dollars, Vietnamese Dong, Malaysian Ringgit and Thai Baht among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. As a result, we are exposed to the risk that the rate of inflation in countries where we transact or conduct business will exceed the rate of devaluation of such countries’ currencies in relation to the Singapore dollar or that the timing of any such devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies, and we may be adversely affected in the future by inflationary pressures and increases in interest rates.
Inflation also impacts our operating costs. A prolonged period of inflation could cause interest rates, wages, commodity prices and other costs to increase. Inflationary pressures have increased our operating costs in 2023 and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. We implement initiatives from time to time to alleviate inflationary pressures, such as alternative supply arrangements and changes to our hiring policies, including hiring employees in locations with lower ongoing wage costs.
Inflationary pressures and related governmental fiscal activity have also impacted mortgage affordability, access to credit, our customers’ supply chains and the economics of the real estate markets of our Priority Markets. To the extent inflation and interest rates remain elevated, these pressures may negatively impact property demand and demand for our products and services.
Governmental actions in Vietnam in 2022, including measures to control credit growth, including controlling loans for real estate, and the imposition of more stringent conditions and requirements on the private placement of bonds, significantly limited both consumers’ and developers’ access to credit, which has suppressed the real estate market in Vietnam and reduced demand for our platform, products and services in Vietnam in the fourth quarter of 2022 and through 2023. This negatively impacted our revenue in Vietnam, where we operate a pay-as-you-go model and effective monetization depends on our ability to sustain the number of listings that agents post to our platform. Our Vietnam marketplace revenue decreased 28.7% to S$17.1 million and the number of listings decreased 37% to 4.8 million in the year ended December 31, 2023 as compared to the previous year.
See also “Item 3.—D. Risk Factors—Risks Related to Our Business and Industry—Global economic conditions have been and continue to be challenging and have had, and may continue to have, an adverse effect on financial markets, the health of the
56
real estate industry in our Priority Markets and the economy in general.” and “Risk Factors—Risks Related to Our Business and Industry—Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars.”
Fluctuations in the exchange rates between the various currencies that we use could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2023, our reported revenue for Malaysia was adversely impacted by depreciation of the Malaysian Ringgit. In 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods. Furthermore, a substantial amount of our revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that our results of operations will not be adversely affected by such volatility.
Agents: pricing and depth product utilization
Our results of operations (except in Vietnam where we operate a pay-as-you-go model) are affected by our ability to increase the prices of our subscription packages and depth products and our ability to drive subscribers toward higher-tier subscription packages and premium products. We primarily generate agent revenue on a subscription basis, whereby agents typically pay upfront fees for an annual subscription. In these markets, agents select one of our annual subscription packages, with each subscription package providing a different number of features. Higher tier subscription packages offer access to more features including data and more credits, including our premium form of credit “Prime Credits”. Depth products provide an incentive for agents to either upgrade their base subscription package or buy more discretionary credits. Depth products are optional features and add-ons that agents can purchase, from within or on top of their subscription packages, to enhance visibility and performance. These products enable agents to further differentiate their listings through display rankings and enhanced listings and, in turn, generate more leads for their business. The addition of new depth features and the variable pricing of depth activities on our platform generally encourage utilization of credits and either upgrades to higher tier subscription packages or purchase of discretionary credits. Both these outcomes have the potential to increase revenues.
In Vietnam we encourage agents to purchase more depth products, which can drive growth in our revenue per listing per day. We also encourage agents to list more of their properties for sale to increase the number of listings on site and consequently revenue.
Agents: successful acquisition of new agents and retention of our existing agents
Establishing and maintaining a loyal network of agents is vital for our business. In order to grow our network of agents, we incur marketing and product and technology costs to maintain the volume of leads and attract agents to use our platforms. We also incur trade marketing expenses to maintain and improve communications with our agent subscriber base.
Developer: successful retention of our existing developer customers and acquisition of new developers
We invest in consumer marketing to deliver leads to developers to show return on investment for their use of our products and services. We engage in trade marketing to potential and existing developer customers to persuade new or recurring expenditure. New offerings for our developers’ business are carefully planned to ensure they have a good product-market fit.
Continued innovation of our technology, products and services
Our ability to increase the scale of our platform in terms of number of agents and property seekers depends, in part, on our ability to maintain and enhance our platform’s features, functionality and innovation and to successfully develop or acquire new products and services. We intend to continue focusing on technological innovations, including expanding our depth products offering to enable our customers to further differentiate their property listings and advances in automation and our Fintech and data services. We have also invested into our platforms and technical capabilities by scaling our product and technology teams.
Strategic acquisitions
We undertake strategic acquisitions to accelerate market penetration in our Priority Markets; to further integrate the breadth of our product offering; and to fast-track expansion into new markets, which in turn has driven revenue growth. Since 2015, we completed a number of strategic acquisitions to expand in our Priority Markets. For example:
57
Acquisitions also result in acquisition-related costs, which are expensed as they are incurred.
Fluctuations in foreign currency exchange rates
We operate in multiple jurisdictions, which exposes us to the effects of fluctuations in currency exchange rates. We have operations and employees in each of our Priority Markets, as well as India, where we have established a center of excellence for technology talent. We earn revenue in Singaporean Dollars, Indonesian Rupiah, Thai Baht, Vietnamese Dong and Malaysian Ringgit among other currencies. Our consolidated financial statements are presented in Singapore Dollars, which is the functional currency of PropertyGuru. Fluctuations in the exchange rates between the various currencies that we use (in particular the emerging markets currencies, where fluctuations in currency values are not necessarily correlated) could result in expenses being higher or revenue being lower than would be the case if exchange rates were stable. For example, in 2023, our reported revenue for Malaysia was adversely impacted by depreciation of the Malaysian Ringgit and in 2022, the U.S. Dollar strengthened as the Federal Reserve increased interest rates to combat inflation, which caused certain of our U.S. Dollar-denominated operating costs to increase against the Singapore Dollar.
In addition, as our cash holdings are primarily denominated in U.S. Dollars and translated into Singapore Dollars for inclusion in our consolidated financial statements, any fluctuation in the U.S. Dollar against the Singapore Dollar creates currency translation risk which may have an adverse effect on our financial position.
COVID-19 Impact
The global pandemic associated with COVID-19 has caused major disruption to all aspects of the global economy and daily life since the start of 2020, particularly as quarantine and stay-at-home orders have been imposed by many governments. The COVID-19 pandemic and resulting global and economic disruptions have affected our business, the businesses of our agents and developers and the real estate market in all of the markets in which we operate. We continuously monitor performance and other industry reports to assess the risk of future negative impacts as the disruptions of the COVID-19 pandemic continue to evolve.
Due to the adverse impact of the COVID-19 pandemic on real estate market activity across our Priority Markets during the pandemic, our revenue decreased 7.2% and our Adjusted EBITDA decreased by 64.4% from 2019 to 2020. Developer revenue in each of our Priority Markets decreased in 2020 as real estate market activity slowed and we were unable to hold Awards events during the pandemic. The market slowdown also led to lower agent discretionary revenue. We responded to the decrease in revenue by reducing our discretionary spending in 2020. We experienced strong business momentum in the late fourth quarter of 2021 and the first half of 2022, which was the result of market recovery from the impact of COVID-19 in Singapore, Vietnam and Malaysia. The lingering effects of global and industry-wide supply chain disruptions caused by the COVID-19 pandemic include shortages in, and rising costs of, labor, materials and services, which contribute to delays in new home completions and distortion of the property markets. In addition, the scarcity of certain products and raw materials could continue to significantly impact our customers and weaken economies in markets where we operate. Despite the challenging industry landscape, we have maintained strong fundamentals that we believe will drive growth momentum coming out of the pandemic.
Any resurgence in infections and fatalities or emergence of new variants may cause governments to re-impose some or all prior or new restrictive measures, and their consequential impact on economies and supply chains could have a material adverse effect on our business, financial condition and results of operations.
See also “Item 3.—D. Risk Factors—Risks Related to Our Business and Industry—COVID-19 has adversely affected our business and may continue to adversely affect our business.”
58
Results of Operations
|
|
For the Year Ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(S$ in thousands, except share and per share data) |
|
|||||
Revenue |
|
|
150,135 |
|
|
|
135,925 |
|
Other income |
|
|
8,720 |
|
|
|
2,787 |
|
Other gains - net |
|
|
1,646 |
|
|
|
21,870 |
|
Expenses |
|
|
|
|
|
|
||
- Sales commission |
|
|
(9,131 |
) |
|
|
(11,163 |
) |
- Referral fees |
|
|
(2,286 |
) |
|
|
(2,201 |
) |
- Merchant fees |
|
|
(3,294 |
) |
|
|
(2,444 |
) |
- Awards and events costs |
|
|
(3,957 |
) |
|
|
(3,255 |
) |
- Advertising and platform fees |
|
|
(2,759 |
) |
|
|
(3,004 |
) |
- Salary and staff costs |
|
|
(72,971 |
) |
|
|
(71,170 |
) |
- Marketing expenses |
|
|
(15,446 |
) |
|
|
(16,760 |
) |
- Technology expenses |
|
|
(13,163 |
) |
|
|
(11,398 |
) |
- Legal and professional |
|
|
(6,194 |
) |
|
|
(7,596 |
) |
- Share grant and option expenses |
|
|
(5,400 |
) |
|
|
(5,524 |
) |
- Depreciation and amortization |
|
|
(23,905 |
) |
|
|
(21,190 |
) |
- Reversal of impairment/(Impairment) loss on financial assets |
|
|
123 |
|
|
|
(1,139 |
) |
- Impairment of intangible assets |
|
|
(5,463 |
) |
|
|
— |
|
- Impairment of plant, equipment and right-of-use assets |
|
|
(73 |
) |
|
|
— |
|
- Finance cost |
|
|
(578 |
) |
|
|
(2,396 |
) |
- Legal and professional fees incurred for IPO |
|
|
— |
|
|
|
(16,570 |
) |
- Share listing expense |
|
|
— |
|
|
|
(104,950 |
) |
- Other expenses |
|
|
(7,306 |
) |
|
|
(7,919 |
) |
Total expenses |
|
|
(171,803 |
) |
|
|
(288,679 |
) |
Loss before income tax |
|
|
(11,302 |
) |
|
|
(128,097 |
) |
Tax expense |
|
|
(3,967 |
) |
|
|
(1,096 |
) |
Net loss |
|
|
(15,269 |
) |
|
|
(129,193 |
) |
Comparison of Years Ended December 31, 2023 and 2022
Revenue. Revenue increased by 10.5% to S$150.1 million for the year ended December 31, 2023 from S$135.9 million for the year ended December 31, 2022.
Overall, marketplaces revenues increased by 10.1%, primarily due to improved yield derived from previous price rises and product improvements, and increased real estate market activity in Singapore as Southeast Asia recovered from the COVID-19 pandemic.
In Singapore, marketplace revenue increased 24.2% year on year from S$69.2 million in 2022 to S$86.0 million in 2023 driven by the increase in the number of agents and the average revenue per agent (“ARPA”). The number of agents grew from 15,764 on December 31, 2022 to 16,481 on December 31, 2023 with renewal rate of 80% reflecting a strong local property market.
In Vietnam, marketplace revenue decreased 28.7% year on year from S$24.0 million in 2022 to S$17.1 million in 2023 due to reduction in the number of listings partially from 7.7 million to 4.7 million offset by an increase in the average revenue per listing by 14% to S$3.38 in 2023.
In Malaysia, marketplace revenue increased 9.3% year on year from S$25.4 million in 2022 to S$27.7 million in 2023 primarily due to the increase in agent and developer revenue, offset by the depreciation of the Malaysian Ringgit.
In Other Asia, marketplace revenue increased 8.3% year on year from S$12.2 million in 2022 to S$13.2 million in 2023 due to a gradual real estate market recovery.
In Fintech and data services, revenue increased 19.8% year on year from S$5.1 million in 2022 to S$6.1 million in 2023 largely due to an increase in the number of mortgages brokered as our Fintech business has scaled.
Other income. Other income increased by 212.9% to S$8.7 million for the year ended December 31, 2023 from S$2.8 million for the year ended December 31, 2022 primarily due to interest income derived from the placement of proceeds from the Business Combination in fixed deposits.
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Other gains-net. Our other gains-net decreased by 92.5% to S$1.6 million for the year ended December 31, 2023 from S$21.9 million for the year ended December 31, 2022, primarily due to lower fair value gain of warrant liability.
Total expenses. Total expenses decreased by 40.5% to S$171.8 million for the year ended December 31, 2023 from S$288.7 million for the year ended December 31, 2022. The decrease was primarily due to the absence of costs related to the Business Combination which were incurred in the previous financial year.
Salary and staff costs increased by 2.5% to S$73.0 million for the year ended December 31, 2023 from S$71.2 million for the year ended December 31, 2022. The increase was primarily due to the increase in higher rank personnel headcount in Singapore.
Depreciation and amortization expenses increased by 12.8% to S$24.0 million for the year ended December 31, 2023 from S$21.2 million for the year ended December 31, 2022 primarily due to higher investment in technology assets.
Sales commission expenses decreased by 18.2% to S$9.1 million for the year ended December 31, 2023 from S$11.2 million for the year ended December 31, 2022 primarily due to the reduction in achieving sales targets in Malaysia and Vietnam.
Finance cost decreased by 75.9% to S$0.6 million for the year ended December 31, 2023 from S$2.4 million for the year ended December 31, 2022 primarily due to the settlement of a term loan in July 2022.
Loss Before Income Tax. Our loss before income tax decreased by 91.2% to S$11.3 million for the year ended December 31, 2023 from S$128.1 million for the year ended December 31, 2022 primarily due to the increase in revenue, offset by decreases in other net gains, share listing expense and legal and professional fees incurred for IPO, sales commission, finance cost as well as the increases in depreciation and amortization, and salary and staff costs as described above.
Tax Expense. Our tax expenses increased by 262.0% to S$4.0 million for the year ended December 31, 2023 from S$1.1 million for the year ended December 31, 2022 primarily due to recognition of deferred tax liability in Singapore.
Net loss. As a result of the foregoing, we had net loss of S$15.3 million for the year ended December 31, 2023, compared to a net loss of S$129.2 million for the year ended December 31, 2022.
Comparison of Years Ended December 31, 2022 and 2021
For a discussion of our results in fiscal 2022 compared to fiscal 2021, please see "Part I — Item 5. Operating and Financial Review and Prospects" contained in our Annual Report on Form 20-F for fiscal 2022 filed with the SEC on April 25, 2023.
Segment Information
Our operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, which is our leadership team, comprising our CEO, CFO, managing director marketplaces, chief technology officer and managing director Fintech, chief marketing officer, chief people officer and managing director data and software solutions. Our operating segments and reportable segments are each of our four marketplaces, Singapore, Vietnam, Malaysia and Other Asia, and Fintech and data services.
Our leadership team primarily uses the measure Adjusted EBITDA to assess our operating segments. The table below sets forth our segment Adjusted EBITDA and Adjusted EBITDA Margin for the periods indicated. In 2023 the Company no longer removed the ongoing cost of being a listed entity when calculating Adjusted EBITDA. As such, the 2022 comparatives have been retrospectively adjusted accordingly.
|
|
Year ended December 31, 2023 |
|
|||||||||||||||||||||||||
|
|
Marketplaces |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Singapore |
|
|
Vietnam |
|
|
Malaysia |
|
|
Other Asia |
|
|
Fintech and data services |
|
|
Corporate* |
|
|
Total |
|
|||||||
|
|
(S$ in thousands except percentages) |
|
|||||||||||||||||||||||||
Revenue |
|
|
85,988 |
|
|
|
17,130 |
|
|
|
27,740 |
|
|
|
13,210 |
|
|
|
6,067 |
|
|
|
|
|
|
150,135 |
|
|
Adjusted EBITDA |
|
|
65,300 |
|
|
|
778 |
|
|
|
14,803 |
|
|
|
2,962 |
|
|
|
(9,299 |
) |
|
|
(55,632 |
) |
|
|
18,912 |
|
Adjusted EBITDA Margin (%) |
|
|
75.9 |
% |
|
|
4.5 |
% |
|
|
53.4 |
% |
|
|
22.4 |
% |
|
|
(153.3 |
)% |
|
|
|
|
|
12.6 |
% |
60
|
|
Year ended December 31, 2022 |
|
|||||||||||||||||||||||||
|
|
Marketplaces |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Singapore |
|
|
Vietnam |
|
|
Malaysia |
|
|
Other Asia |
|
|
Fintech and data services |
|
|
Corporate* |
|
|
Total |
|
|||||||
|
|
(S$ in thousands except percentages) |
|
|||||||||||||||||||||||||
Revenue |
|
|
69,241 |
|
|
|
24,040 |
|
|
|
25,388 |
|
|
|
12,192 |
|
|
|
5,064 |
|
|
|
|
|
|
135,925 |
|
|
Adjusted EBITDA |
|
|
47,626 |
|
|
|
5,470 |
|
|
|
10,208 |
|
|
|
(259 |
) |
|
|
(7,344 |
) |
|
|
(52,376 |
) |
|
|
3,325 |
|
Adjusted EBITDA Margin (%) |
|
|
68.8 |
% |
|
|
22.8 |
% |
|
|
40.2 |
% |
|
|
(2.1 |
)% |
|
|
(145.0 |
)% |
|
|
|
|
|
2.4 |
% |
* Corporate consists of headquarters costs, which are not allocated to the segments. Headquarters costs are costs of PropertyGuru’s personnel that are based predominantly in its Singapore headquarters and certain key personnel in Malaysia and Thailand, and that service PropertyGuru’s group as a whole, consisting of its executive officers and its group marketing, technology, product, human resources, finance and operations teams, as well as platform IT costs (hosting, licensing, domain fees), workplace facilities costs, corporate public relations retainer costs and professional fees such as audit, legal and consultant fees. A portion of the cost of being a listed entity is also included.
Non-IFRS Financial Measures and Key Performance Metrics
We manage our business by tracking several non-IFRS financial measures and key performance metrics through our internal analytics systems. For our group and each of our Priority Markets, we monitor our Adjusted EBITDA, Adjusted EBITDA Margin and Engagement Market Share. We monitor additional performance metrics in Singapore and Vietnam where we operate businesses that are in more mature stages of growth. For our business in Singapore, we monitor our number of agents, ARPA and renewal rate. For our business in Vietnam, we monitor our number of listings and average revenue per listing.
61
The following table shows our non-IFRS financial measures and key performance metrics for the years ended December 31, 2023 and 2022.
|
|
For the Year Ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Revenue (S$ in thousands) |
|
|
|
|
|
|
||
Marketplaces |
|
|
|
|
|
|
||
Singapore |
|
|
85,988 |
|
|
|
69,241 |
|
Vietnam |
|
|
17,130 |
|
|
|
24,040 |
|
Malaysia |
|
|
27,740 |
|
|
|
25,388 |
|
Other Asia(1) |
|
|
13,210 |
|
|
|
12,192 |
|
Fintech and data services |
|
|
6,067 |
|
|
|
5,064 |
|
Total |
|
|
150,135 |
|
|
|
135,925 |
|
Costs (S$ in thousands) |
|
|
|
|
|
|
||
Cost of sales |
|
|
21,429 |
|
|
|
20,799 |
|
Operating expenses |
|
|
109,794 |
|
|
|
111,801 |
|
Total costs |
|
|
(131,223 |
) |
|
|
(132,600 |
) |
Net loss |
|
|
(15,269 |
) |
|
|
(129,193 |
) |
Net loss margin(2) |
|
|
(10.2 |
)% |
|
|
(95.0 |
)% |
|
|
|
|
|
|
|
||
Non-IFRS Financial Measures |
|
|
|
|
|
|
||
Adjusted EBITDA(3) |
|
|
18,912 |
|
|
|
3,325 |
|
Adjusted EBITDA Margin(3) |
|
|
12.6 |
% |
|
|
2.4 |
% |
|
|
|
|
|
|
|
||
Key Performance Metrics |
|
|
|
|
|
|
||
Capital Expenditure (S$ in thousands) |
|
|
26,916 |
|
|
|
23,610 |
|
Engagement Market Share(%)(4) |
|
|
|
|
|
|
||
Singapore |
|
|
82 |
% |
|
|
81 |
% |
Vietnam |
|
|
80 |
% |
|
|
75 |
% |
Malaysia |
|
|
92 |
% |
|
|
93 |
% |
Thailand |
|
|
54 |
% |
|
|
58 |
% |
Indonesia |
|
N/A |
|
|
|
22 |
% |
|
Singapore metrics |
|
|
|
|
|
|
||
Number of agents |
|
|
16,148 |
|
|
|
15,156 |
|
ARPA (S$) |
|
|
4,977 |
|
|
|
4,078 |
|
Renewal rate (%) |
|
|
81 |
% |
|
|
82 |
% |
Agent Services Revenue (S$ in thousands) |
|
|
80,363 |
|
|
|
61,799 |
|
Developer Services Revenue (S$ in thousands) |
|
|
5,625 |
|
|
|
7,442 |
|
Vietnam metrics |
|
|
|
|
|
|
||
Number of listings (in millions) |
|
|
4.8 |
|
|
|
7.7 |
|
Average revenue per listing (S$) |
|
|
3.39 |
|
|
|
2.97 |
|
Agent Services Revenue |
|
|
16,352 |
|
|
|
22,902 |
|
Developer Services Revenue |
|
|
778 |
|
|
|
1,138 |
|
Adjusted EBITDA is a non-IFRS financial measure defined as net loss for year/period adjusted for changes in fair value of preferred shares, warrant liability and embedded derivatives, finance costs, depreciation and amortization expenses, tax expenses or credits, impairments when the impairment is the result of an isolated, non-recurring events, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation profit or loss, fair value profit or loss on lease modifications and contingent consideration, business acquisition transaction and integration costs (including contingent consideration), and the cost of listing and IPO activities.
62
Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue.
We have presented Adjusted EBITDA because it provides investors with greater comparability of our operating performance without the effects of unusual, non-repeating or non-cash adjustments. These include the changes in fair value of preferred shares and embedded derivatives related to PropertyGuru’s Series B, Series D1, Series E and Series F preference shares. PropertyGuru’s outstanding preferred shares were converted into ordinary shares in August 2021. The cost of our previous listing attempt is excluded due to its one-off nature. Share grant and option expenses and other items are excluded due to their non-cash or non-operating nature.
A reconciliation is provided below for each non-IFRS measure to the most directly comparable financial measure stated in accordance with IFRS. Investors are encouraged to review the related IFRS financial measures and the reconciliations of these non-IFRS measures to their most directly comparable IFRS financial measures. IFRS differs from U.S. GAAP in certain material respects and thus may not be comparable to financial information presented by U.S. companies.
In 2023, we no longer removed the on-going cost of being a listed entity when calculating Adjusted EBITDA. As such, the 2022 comparatives have been retrospectively adjusted accordingly.
|
|
For the Year Ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(S$ in thousands, except percentages) |
|
|||||
Net loss |
|
|
(15,269 |
) |
|
|
(129,193 |
) |
Adjustments: |
|
|
|
|
|
|
||
Changes in fair value of preferred shares, warrant liabilities and embedded derivatives |
|
|
(4,122 |
) |
|
|
(23,341 |
) |
Finance (income)/costs - net |
|
|
(7,320 |
) |
|
|
680 |
|
Depreciation and amortization expense |
|
|
23,905 |
|
|
|
21,190 |
|
Tax expense |
|
|
3,967 |
|
|
|
1,096 |
|
Impairment |
|
|
5,536 |
|
|
|
— |
|
Share grant and option expenses |
|
|
5,400 |
|
|
|
5,524 |
|
Other losses - net |
|
|
2,476 |
|
|
|
1,471 |
|
Business acquisition transaction and integration costs |
|
|
2,156 |
|
|
|
4,378 |
|
Legal and professional expenses incurred for IPO |
|
|
— |
|
|
|
16,570 |
|
Share listing expense |
|
|
— |
|
|
|
104,950 |
|
Restructuring cost |
|
|
2,183 |
|
|
|
— |
|
Adjusted EBITDA |
|
|
18,912 |
|
|
|
3,325 |
|
Revenue |
|
|
150,135 |
|
|
|
135,925 |
|
Adjusted EBITDA |
|
|
18,912 |
|
|
|
3,325 |
|
Adjusted EBITDA Margin |
|
|
12.6 |
% |
|
|
2.4 |
% |
Engagement Market Share
Engagement Market Share is the average monthly engagement for websites owned by PropertyGuru as compared to average monthly engagement for a basket of peers. Monthly engagement is calculated as the number of visits to a website during a period multiplied by the amount of time spent per visit on that website for the same period, in each case based on data from SimilarWeb. Engagement Market Share is based on average monthly engagement for the preceding six months and the prevailing SimilarWeb algorithm on the date the Company first filed or furnished such information to the SEC. The average time spent on a website is calculated as the time elapsed between the first and last page view per visit (visits are closed after 30 minutes of inactivity). We believe that Engagement Market Share is a useful benchmark for comparing revenue generation ability from paying agent and developer clients because it is based on consumer engagement, which we believe is in turn a useful predictor of the ability of a property marketplace to generate leads for advertisers.
Number of agents (Singapore)
Number of agents for a period is calculated as the sum of the number of agents with a valid 12-month subscription package at the end of each month in a period divided by the number of months in such period. The number of agents is driven by the renewal rate of existing agents and our ability to sell subscriptions to new agents.
We believe that the number of agents in Singapore provides a useful metric to measure the scale and usage of our platform. The number of agents in Singapore has remained constant in recent periods due to the mature stage of our business in Singapore and having most of the agents consistently using our platform.
63
Average revenue per agent, or ARPA (Singapore)
We define ARPA as agent revenue for a period divided by the average number of agents in that period, which is calculated as the sum of the number of total agents at the end of each month in a period divided by the number of months in such period.
Our ARPA has increased historically due to the more widespread use of depth products and pricing changes. In Singapore, the price of the subscription package price has increased, as has the price of discretionary credits.
We also utilize variable pricing for various actions on our platform, which has also driven APRA improvement. In addition, ARPA can be driven by changes to the subscription mix, with agents being encouraged to upgrade their subscription package to higher tier packages as their activity and credit usage increase.
We believe that ARPA is a useful metric to measure monetization of our platform.
Renewal rate (Singapore)
We define the renewal rate as the number of agents that successfully renew their annual package during a year/ period divided by the number of agents whose packages are up for renewal (at the end of their 12-month subscription) during that year/period.
Historically renewal rate has been influenced by the strength of the property market (which may encourage agents to remain operating) and by pricing actions that the Company has taken.
We believe that renewal rates are a useful metric to measure the effectiveness of our platform as a means for agents to generate leads and the success of our pricing actions.
Number of listings (Vietnam)
In Vietnam, we operate a pay-as-you-go model due to the large number of casual and part-time agents in the market, which creates a low barrier to entry. Our agents in Vietnam pay to list each individual listing instead of purchasing a subscription package. Therefore, effective monetization depends on our ability to sustain the number of listings that agents post to our platform. This is calculated as the sum of all listings created in each month over the relevant period (other than listings from promotional accounts). Number of listings is used to calculate average revenue per listing, which is described below.
Average revenue per listing (Vietnam)
Average revenue per listing is defined as revenue for a period divided by the number of listings in such period. Average revenue per listing varies based on listing duration, product mix, and promotions. Therefore, we believe it is a useful metric to monitor the growth of our business in Vietnam and the success of our various products, services and promotions.
Agent services revenue
Agent services revenue is defined as revenue generated through agent subscription packages and discretionary revenue. Agent services revenue is used to calculate average revenue per agent and average revenue per listing, which is described above.
Developer services revenue
Developer services revenue is defined as revenue generated from our awards, events, and digital advertising business. This is one of our major revenue streams and we believe it provides clarity on the source of revenue and enables useful evaluation on business performance.
Our primary sources of liquidity have been cash and cash equivalents raised from the issuance of preference shares and convertible instruments, drawdown of loans and cash provided by operating activities.
As of December 31, 2023, and December 31, 2022, we had cash and cash equivalents of S$306.4 million and S$309.2 million, respectively. Our cash and cash equivalents are primarily denominated in U.S. Dollars and in Singapore dollars, respectively as well as in local currencies of our Priority Markets.
Our assets exceeded our liabilities by S$604.8 million and S$634.3 million as of December 31, 2023 and 2022, respectively. We had net loss of S$15.3 million for the year ended December 31, 2023 and net loss of S$129.2 million for the year ended December 31, 2022. We had accumulated losses of S$463.8 million and S$448.6 million as of December 31, 2023 and 2022, respectively.
64
We believe that our current available cash and cash equivalents will be sufficient to meet our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months from the date hereof. We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities, funds raised from financing activities, and funds raised in connection with the Business Combination. Our future capital requirements depend on many factors including our growth rate, continuing market acceptance of our offerings, the timing and extent of strategic acquisitions to expand our platform and offerings and the expansion of sales and marketing activities. We may decide to enhance our liquidity position or increase our cash reserves for future investments or operations through additional financing activities, which may include further equity or debt financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of additional indebtedness would result in increased fixed obligations and could result in operating covenants that may restrict our future operations.
We manage our cash needs on a decentralized basis, and manage our indebtedness to ensure compliance with any debt restrictions and limitations on dividends and distributions established in our debt agreements that include such restrictions. We maintain our cash and cash equivalents predominantly in Singapore dollars (except for the proceeds of the Business Combination that we hold in U.S. Dollars) and do not currently enter into any hedging arrangements.
The following table summarizes our cash flows for the years ended December 31, 2023 and 2022.
|
|
For the Year Ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(S$ in thousands) |
|
|||||
Net cash provided by/(used in) operating activities |
|
|
32,332 |
|
|
|
(22,649 |
) |
Net cash used in investing activities |
|
|
(26,097 |
) |
|
|
(25,813 |
) |
Net cash (used in)/provided by financing activities |
|
|
(4,325 |
) |
|
|
291,272 |
|
Net increase in cash and cash equivalents |
|
|
1,910 |
|
|
|
242,810 |
|
Cash and cash equivalents at the beginning of the year |
|
|
309,233 |
|
|
|
70,236 |
|
Effects of currency translation on cash and cash equivalents |
|
|
(4,745 |
) |
|
|
(3,813 |
) |
Cash and cash equivalents at the end of the year |
|
|
306,398 |
|
|
|
309,233 |
|
Net cash provided by / (used in) operating activities
Net cash provided by operating activities for the year ended December 31, 2023 was S$32.3 million. The primary factors affecting our operating cash flows during the period were a net loss for the same period of S$15.3 million adjusted for non-cash items including depreciation and amortization of S$24.0 million, employee share grant and option expenses of S$4.9 million, impairment of intangible assets of S$5.5 million, as well as changes in working capital including an increase in deferred revenue of S$10.3 million.
Net cash used in operating activities for the year ended December 31, 2022 was S$22.6 million. The primary factors affecting our operating cash flows during the period were net loss for the same period of S$129.2 million adjusted for non-cash items including share listing expense of S$104.95 million, a fair value gain of S$23.3 million, amortization and depreciation of S$21.2 million, employee share grant and option expense of S$3.9 million, as well as changes in working capital including a decrease in trade and other payables of S$7.4 million and an increase in deferred revenue of S$3.4 million.
Net cash used in investing activities
Net cash used in investing activities for the year ended December 31, 2023 was S$26.1 million, primarily comprising of S$25.3 million for additions of intangible assets and S$0.8 million for additions of plant and equipment.
Net cash used in investing activities for the year ended December 31, 2022 was S$25.8 million, primarily comprising of S$22.2 million for additions of intangible assets, S$1.4 million for additions of plant and equipment and cash paid for the acquisition of the Sendhelper business in October 2022.
Net cash (used in)/provided by financing activities
Net cash used in financing activities for the year ended December 31, 2023 was S$4.3 million, primarily comprising of principal payment of lease liabilities.
Net cash provided by financing activities for the year ended December 31, 2022 was S$291.2 million, primarily comprising of proceeds from reorganization of S$142.1 million and proceeds from shares issued to PIPE Investors of S$178.7 million as a result of the Business Combination, offset by transaction costs in relation to the issuance of shares to PIPE Investors of S$7.7 million, full settlement of borrowings of S$18.5 million and principal payment of lease liabilities of S$4.3 million.
65
Capital Expenditures
Our capital expenditures amounted to S$26.9 million, S$23.6 million and S$14.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. These capital expenditures primarily related to investments in development of our software and technology. We expect to continue to make capital expenditures to meet the expected growth in scale of our business and expect that cash generated from our cash and cash equivalents following the Business Combination and cash from operating activities and financing activities may be used to meet our capital expenditure needs in the foreseeable future.
Indebtedness
As of December 31, 2023, we had no borrowings.
Contractual Obligations and Commitments
The following table sets forth our contractual obligations and commitments as of December 31, 2023.
|
|
As of December 31, 2023 |
|
|||||
|
|
On demand within 1 year |
|
|
More than 1 year |
|
||
|
|
(S$ in thousands) |
|
|||||
Trade and other payables(1) |
|
|
26,637 |
|
|
|
518 |
|
Lease liabilities(2) |
|
|
4,222 |
|
|
|
5,575 |
|
Warrant liabilities |
|
|
— |
|
|
|
649 |
|
Total |
|
|
30,859 |
|
|
|
6,742 |
|
See “Item 4. Information on the Company—B. Business Overview—Our Platform and Technology—Product development” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2023 that are reasonably likely to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting judgments and sources of estimation uncertainty are described in Note 4 to our consolidated financial statements included elsewhere in this Annual Report.
66
Item 6. Directors, Senior Management and Employees
The following table sets forth certain information relating to our executive officers and directors as of the date hereof.
Name |
Age |
Position/Title |
Mr. Raymond Ferguson |
60 |
Chair and Independent Director |
Mr. Hari V. Krishnan |
46 |
Chief Executive Officer and Managing Director |
Ms. Rachna Bhasin |
51 |
Independent Director |
Mr. Prashant Kumar |
47 |
Director |
Ms. Jennifer Macdonald |
58 |
Independent Director |
Mr. Dominic Picone |
45 |
Director |
Ms. Melanie Wilson |
50 |
Independent Director |
Mr. Owen Wilson |
60 |
Director |
Mr. Joe Dische |
47 |
Chief Financial Officer |
Ms. Disha Goenka Das |
39 |
Chief Marketing Officer |
Ms. Shyn Yee Ho |
42 |
Managing Director Data & Software Solutions |
Mr. Manav Kamboj |
47 |
Chief Technology Officer and Managing Director, Fintech |
Ms. Helen Snowball |
49 |
Chief People Officer |
Mr. Jeremy Williams |
49 |
Managing Director Marketplaces |
The business address of each director and executive officer is Paya Lebar Quarter, 1 Paya Lebar Link, #12-01/04, Singapore 408533.
Raymond Ferguson has served as an Independent Director and the Chair of our board of directors since January 2024. Mr. Ferguson currently serves as the Chairman of the boards of Singapore Life Holdings Pte. Ltd. and Singapore Life Ltd. He also serves as an independent non-executive director of Paragon REIT Management Pte. Ltd., non-executive chairman of the board of fintech company Hashstacs Pte. Ltd. and chairman and co-founder of ZEN Yachts. Mr. Ferguson has had an extensive career in banking, having been with Standard Chartered Bank for 28 years across Asia, the Americas, the Middle East and Europe from 1985 to 2014. His last role at Standard Chartered Bank was Chief Executive Officer, Singapore from 2008 to 2014. He has also served as Chairman and director of several Standard Chartered Bank subsidiary boards. From 2014 to 2017, Mr. Ferguson served as Group Deputy Chief Executive Officer and Group Chief Banking Officer of Bank ABC (Arab Banking Corporation BSC), a global bank based in Bahrain. Mr. Ferguson was awarded the Distinguished Fellow title by the Institute of Banking and Finance, Singapore and is a member of the Singapore Institute of Directors. He is also an Associate of the Institute of Bankers in Scotland. Mr. Ferguson received his Master of Business Administration degree from Henley Management College and Associateship of the Institute of Bankers in Scotland from Glasgow College of Technology.
Hari V. Krishnan has served as the Managing Director on our board of directors since March 2022. Mr. Krishnan has served as PropertyGuru’s Chief Executive Officer and Managing Director since 2016. He is a seasoned technologist, digital transformation leader and board director, with experience scaling businesses at venture capital, private equity and publicly listed stages of maturity. He has more than 20 years of experience in leading technology and digital organizations across Asia and the US, driving digital transformation for industries ranging from travel and recruitment to real estate. He is a TEDx speaker and vocal advocate for sustainable urban living solutions. Mr. Krishnan currently serves on the board of directors of graduate business school INSEAD and the advisory council to the Dean of the College of Engineering at the University of Colorado. He previously served on the Singapore government’s Future Economy Council Modern Services Sub-committee, and has advised the government on real estate industry transformation and skills development. Prior to joining PropertyGuru, Mr. Krishnan served in various positions at LinkedIn from 2009 to 2015, with his last position being Vice President and Managing Director of LinkedIn (Asia Pacific and Japan). He has also worked in various roles at Fox Interactive Media, Yahoo!, Cisco, and Travelguru. Mr. Krishnan received his Master of Business Administration from INSEAD, his Master of Science degree in Telecommunications from the University of Colorado and his Bachelor of Engineering degree in Electronics and Telecommunications with Honors from the University of Mumbai.
Rachna Bhasin has served as an Independent Director on our board of directors since March 2022. Based in North
America, she is currently serving as an Independent Director and a member of the Nominating and Corporate Governance Committee and the Human Resources Committee at NYSE-listed Ryman Hospitality Properties, Inc. and as an Independent Director and a member of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee at NYSE-listed Shutterstock, Inc. In addition, Ms. Bhasin also serves on the board of directors of Audiomack, a private company providing a music streaming and audio distribution platform and Newlab, an innovation platform for tech startups. Ms. Bhasin is the Founder and Chief Executive Officer of EQ Partners and Co-Founder of Pacifica Investments. Between 2015 to 2019, Ms. Bhasin was the Chief Business Officer of Magic Leap. Prior to that, Ms. Bhasin was the Senior Vice President of Corporate Strategy and Business Development at Sirius XM Radio Inc. She has also held positions at Dell, Inc., where she led the company’s consumer strategic partnership and personalization, and at EMI Music North America as Vice President of Business Development. Ms. Bhasin received her Master of Business Administration from Harvard Business School and her
67
Bachelor of Commerce and Administration with Honors from the Victoria University in New Zealand. Ms. Bhasin brings with her a wealth of international experience covering North America, Europe, Asia and Australia and New Zealand.
Prashant Kumar has served as a Director on our board of directors since August 2023. Mr. Kumar is a Managing Director in KKR's private equity team and heads KKR’s private equity team for South East Asia. Mr. Kumar also currently serves or has previously served on the boards of Max Healthcare, JB Chemicals & Pharmaceuticals, and Vini Cosmetics. Prior to joining KKR, Mr. Kumar was a Director and member of the investment committee at ChrysCapital, a leading India focused private equity fund. Previously, he was with Warburg Pincus where he led investments in various sectors. Prior to that, Mr. Kumar worked at Karsch Capital Management, a New York-based hedge fund, and SUN Capital, an emerging markets focused private equity firm. He began his career as a consultant with McKinsey & Company. Mr. Kumar holds a B.Tech. from the Indian Institute of Technology Delhi, a post-graduate diploma in management from the Indian Institute of Management Kolkata, and an M.B.A. from The Wharton School at the University of Pennsylvania.
Jennifer Macdonald has served as an Independent Director on our board of directors since March 2022. She has served as an Independent Director of PropertyGuru since 2019. Ms. Macdonald also currently serves as Non-Executive Director and Audit and Risk Chair of Australian-listed SiteMinder Limited. She has previously also served as a Non-Executive Director of Australian-listed entities Healius Limited, Redbubble Limited and Australian Pharmaceutical Industries Limited. She also has extensive experience in financial and general management roles. From 2014 to 2016, Ms. Macdonald served as the Chief Financial Officer and at certain times as interim Chief Executive Officer at Helloworld Travel. Prior to that, she served as the Chief Financial Officer and General Manager of the International Division at REA Group between 2010 and 2014. Ms. Macdonald holds a Bachelor of Commerce degree in Accounting from Deakin University and has a Master’s degree in Entrepreneurship and Innovation from Swinburne University. She is a member of the Institute of Chartered Accountants of Australia and New Zealand and is a Graduate Member of the Australian Institute of Company Directors.
Dominic Picone has served as a Director on our board of directors since March 2022 and is Chair of the Nominating Committee. He has served as a Director of PropertyGuru since 2019 and served as an Alternate Director from 2015 until 2019. Mr. Picone is a Partner and Managing Director at TPG, based in Singapore. He has lived and worked in Asia since joining TPG in 2005 and, in that time, has been engaged with investments throughout the Asia Pacific region. His involvement with current and past TPG portfolio companies includes AP Towers, XCL Education, Singlife, Myanmar Distillery Company / Grand Royal Group, Indomaret, PropertyGuru, 8990 (Deca Homes), BFI Finance, Bank BTPN, and CIMB. Prior to TPG, Mr. Picone worked in the Investment Banking Division of Credit Suisse First Boston in Melbourne, primarily focused on mergers and acquisitions in Australia and New Zealand. A native of Australia, he received a Bachelor of Commerce (Honors) degree and a Bachelor of Laws degree from the University of Melbourne.
Melanie Wilson has served as an Independent Director on our board of directors since March 2022. She has served as an Independent Director of PropertyGuru since 2019 and is Chair of the Remuneration Committee. Since 2016, Ms. Wilson has served on the board of directors of numerous entities listed on the Australian Securities Exchange and currently serves as Non-Executive Director at JB Hi-Fi Ltd and Chair of the Board of Baby Bunting Group Ltd. She has previously served as a non-Executive Director of iSelect Limited, ShaverShop Group Limited and EML Payments Limited. Melanie has over 15 years’ experience in senior management roles across global retail brands including Limited Brands, whose portfolio includes Victoria’s Secret and Bath & Bodyworks, Starwood Hotels, Woolworths Limited and BB Retail Capital. Ms. Wilson began her career as an analyst in the corporate finance division of Goldman Sachs in 1997 and was also a management consultant at Bain & Company between 2002 and 2004. Ms. Wilson holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Commerce degree in Commerce and Finance from the University of Queensland. She is also a Graduate member of the Australian Institute of Company Directors.
Owen Wilson has served as a Non-Independent Director of our board of directors since March 2022. Mr Wilson is currently the Chief Executive Officer of the Australian Securities Exchange listed REA Group Ltd. Prior to that, Mr Wilson served as REA Group’s Chief Financial Officer. Mr Wilson joined REA Group from Chandler MacLeod Group Ltd where he was the Chief Financial Officer and Company Secretary. He previously held positions with ANZ and KPMG across Australia, Asia and the UK. Mr Wilson holds a Bachelor of Commerce in Accounting and Computer Science from Deakin University. He is also a member of the Institute of Chartered Accountants of Australia and New Zealand.
Joe Dische has been PropertyGuru’s Chief Financial Officer since June 2018. Mr. Dische leads the finance, strategy and corporate functions and has led successful fundraising and M&A activity during his tenure as the Company has delivered organic revenue growth and become operating EBITDA profitable. Mr. Dische has over 20 years of global financial experience across listed and private companies in the online, media and telecommunication industries as an executive and board member. Prior to joining PropertyGuru, Mr. Dische was the Chief Financial Officer at iCar Asia Limited, listed on the Australian Securities Exchange between 2014 to 2018. He also previously spent six years at Vodafone Hutchison Australia, last serving as financial controller, and three years at V2 Music (a Virgin Group company) as Chief Financial Officer. Mr. Dische began his career at KPMG in London. Mr. Dische holds a Bachelor of Science degree in Biology from the University of Nottingham. He is a qualified accountant with the Institute of Chartered Accountants of England and Wales and a Graduate Member of the Australian Institute of Company Directors.
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Disha Goenka Das has been PropertyGuru’s Chief Marketing Officer since January 2023. Ms. Goenka Das leads PropertyGuru’s Brand Strategy, Corporate Communications, and the Environmental, Social, and Governance (ESG) mandate. Prior to joining PropertyGuru, Ms. Goenka Das served as the Senior Global Director of Marketing at Twitter where she led global strategy and built Twitter’s business brand globally. Prior to that, she spent a decade at Google where in her last role she was their Head of Ad Product Commercialisation for the Asia Pacific region. Ms. Goenka Das is a co-founder of a personal foundation, Sangam, which is focused on driving social impact across charities in India and Singapore across education, sports, animal welfare and gender equality. Ms. Goenka Das holds a Diploma in Global Leaders Program from Stanford Business School and a Diploma in Marketing from INSEAD. She holds a Bachelor of Business Administration degree from Osmania University, India.
Shyn Yee Ho has been PropertyGuru’s Managing Director Data & Software Solutions since March 2022 and is responsible for driving the vision, strategy and execution of the data and software solutions and services business. Prior to joining PropertyGuru, Ms. Ho spent close to a decade with online travel company Expedia Group, most recently as director of global product management. Ms. Ho has extensive experience in devising strategies and software solutions for enterprise players, helping them make more confident decisions, drive automation and unlock internal efficiencies. In addition, Ms. Ho has led large global strategic cross-functional workstreams focusing on global market expansion and local optimization. Ms. Ho began her career with Starwood Hotels and Resorts, and subsequently with Horwath HTL, advised property developers, governments, banks and institutional investors on hotel, resort and mixed-use developments across Asia. She holds a Certificate in International Business from Grenoble Ecole De Management, France, and a Bachelor of Business Management degree from Singapore Management University.
Manav Kamboj has been PropertyGuru’s Chief Technology Officer since 2017 and Managing Director Fintech since 2023. He is responsible for driving the Company’s technology strategy and scaling the Fintech business. Mr. Kamboj has more than 20 years of experience in technology strategy and creating innovative products for start-ups, scale-ups and large enterprises in the consumer internet and banking industries. Prior to joining PropertyGuru, he spent nearly a decade in mobile technology and ecommerce domains, helping online businesses adapt to the changing customer expectations driven by smartphone adoption. He previously served as the Vice President of buyer product and technology at Snapdeal Pte. Ltd. (formerly known as Jasper Infotech Pte. Ltd.) between 2015 and 2017. Prior to that, from 2011 to 2015, Mr. Kamboj was a Co-Founder and Chief Executive Officer of Letsgomo Labs, a mobile technology consulting and app development company. Mr. Kamboj also spent more than seven years in retail banking across roles in P&L management, product management and customer acquisition strategy. Mr. Kamboj earned his Postgraduate Diploma in Business Management (Systems (IT) & Finance) at the Indian Institute of Management, Lucknow and his Bachelor of Mechanical Engineering degree at the Indian Institute of Technology Roorkee.
Helen Snowball has been PropertyGuru’s Chief People Officer since April 2023 and is responsible for providing strategic direction and expertise to the Company’s teams and talent. Prior to joining PropertyGuru, Ms. Snowball served as the Global Head of People Solutions & Experience at Jones Lang LaSalle in Singapore, where she led the formation of a new global employee experience function and implemented a new digital human resources experience. At Jones Lang LaSalle, Ms. Snowball also held the role of head of human resources for Asia Pacific, in which she was responsible for people strategy and support across Asia Pacific. Prior to that, Ms. Snowball worked at Coca-Cola Euro-Pacific Partners as Head, HR Sales & Marketing in Australia and at Kraft Heinz Company in the United Kingdom. Ms. Snowball holds a Bachelor of Arts (Honors) in Psychology Management from Leeds University and a Master of Counselling from Monash University in Australia.
Jeremy Williams has been PropertyGuru’s Managing Director, Marketplaces since 2021. He was previously PropertyGuru’s Chief Business Officer between 2019 and 2021 and PropertyGuru’s Chief Operating Officer between 2017 and 2019. Mr. Williams is responsible for leading PropertyGuru’s regional business growth initiatives, and has the country managers, sales, awards, events, operations and trade marketing teams across Singapore, Malaysia and Thailand working with him. In 2018, Jeremy led the successful consolidation of Vietnam’s property portal Batdongsan.com.vn and continues to lead its integration. Mr. Williams was previously the group Chief Financial Officer of CarTrade.com and CarWale.com, India’s leading automotive marketplaces where he served for over seven years. Prior to his career in the consumer internet industry, Mr. Williams worked in the aviation industry as a senior financial analyst at US Airways. He began his career as a consultant at The Castle Group in Jakarta in 1997 and has experience in various roles including financial planning and analysis, business development and strategic planning in Washington D.C., Singapore and Mumbai. Mr. Williams obtained a Bachelor of Arts degree at the Australian National University and a Master of Business Administration degree at Cornell University.
Family Relationships
There are no family relationships among our directors and executive officers.
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Director Appointments
Certain members of our board of directors were designated pursuant to the director appointment rights set forth in our Shareholders’ Agreement with, among others, the TPG Investor Entities, the KKR Investor and REA. The Shareholders’ Agreement provides that each of the (i) TPG Investor Entities, (ii) KKR Investor and (iii) REA, are entitled to appoint one person to our board of directors provided that they hold at least 7.5% of ordinary shares in the Company, respectively. Dominic Picone, Prashant Kumar and Owen Wilson, each of whom are directors of the Company, are affiliated with the TPG Investor Entities, the KKR Investor and REA, respectively. See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Board of Directors—Appointment and Removal of Directors.”
Executive Officer and Director Compensation
In 2023, PropertyGuru paid an aggregate of S$9.19 million in cash compensation and benefits in kind to PropertyGuru’s executive officers and directors as a group. PropertyGuru’s executive officers do not receive pension, retirement or other similar benefits, and PropertyGuru has not set aside or accrued any amount to provide such benefits to its executive officers. In Singapore, PropertyGuru is required by the applicable laws and regulations to make contributions, as employers, to the Central Provident Fund for executive officers who are employed by PropertyGuru as prescribed under the Central Provident Fund Act. The contribution rates vary, depending on the age of the executive officers, and whether such executive officer is a Singapore citizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). PropertyGuru is not party to any agreements with its executive officers and directors that provide for benefits upon termination of employment.
For information regarding share awards granted to PropertyGuru’s directors and executive officers, see the section entitled “Item 6. Directors, Senior Management and Employees—B. Compensation—Equity Incentive Plans” below.
Equity Incentive Plans
Employee Stock Option Plan 2016
In April 2016, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Employee Stock Option Plan 2016 (the “2016 Plan”), which was subsequently amended on January 1, 2018, October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company has assumed and converted the 2016 Plan into the PropertyGuru Group Limited Employee Stock Option Plan 2016 (the “New 2016 Plan”). In addition, in connection with the Business Combination, all options with respect to PropertyGuru Shares that were outstanding under the 2016 Plan at the time of consummation of the Business Combination have been replaced by options with respect to ordinary shares in the Company under the New 2016 Plan. As of January 31, 2024, under the New 2016 Plan, options to purchase 326,756 ordinary shares were outstanding. The following summarizes the material terms of the New 2016 Plan:
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Appropriate adjustments will also be made to take into account (a) other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New 2016 Plan and to preserve the value of options granted thereunder, (b) a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
All options, whether vested or unvested, will expire on the tenth (10th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New 2016 Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
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Employee Stock Option Plan 2018
In May 2018, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Employee Stock Option Plan 2018 (the “2018 Plan”), which was subsequently amended on October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the 2018 Plan into the PropertyGuru Group Limited Employee Stock Option Plan 2018 (the “New 2018 Plan”). In addition, in connection with the Business Combination, all options with respect to PropertyGuru Shares that were outstanding under the 2018 Plan at the time of consummation of the Business Combination have been replaced by options with respect to ordinary shares in the Company under the New 2018 Plan. As of January 31, 2024, under the New 2018 Plan, options to purchase 760,757 ordinary shares were outstanding. The material terms of the New 2018 Plan are identical to the New 2016 Plan, save for the New 2018 Plan’s term expires on May 9, 2028.
Non-Executive Directors Share Plan
In October 2019, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Non-Executive Directors Share Plan (the “NED Plan”), which was subsequently amended on December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the NED Plan into the PropertyGuru Group Limited Non-Executive Directors Share Plan (the “New NED Plan”). In addition, in connection with the Business Combination, all options and restricted stock units (“RSU”) with respect to PropertyGuru Shares that were outstanding under the NED Plan at the time of consummation of the Business Combination have been replaced by options and RSUs with respect to ordinary shares in the Company under the New NED Plan. As of January 31, 2024, under the New NED Plan, options to purchase 115,850 ordinary shares and RSUs underlying 246,775 ordinary shares were outstanding. The following summarizes the material terms of the New NED Plan:
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Appropriate adjustments will also be made to take into account (a) in the case of options and RSUs, other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New NED Plan and to preserve the value of options, RSUs or share awards (as the case may be) granted thereunder, (b) in the case of options, RSUs and share awards, a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) in the case of options and RSUs, any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
All options, whether vested or unvested, will expire on the fifth (5th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New NED Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
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Omnibus Equity Incentive Plan
In October 2019, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Omnibus Equity Incentive Plan (the “Omnibus Plan”), which was subsequently amended on December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the Omnibus Plan into the PropertyGuru Group Limited Omnibus Equity Incentive Plan (the “New Omnibus Plan”). In addition, in connection with the Business Combination, all options and RSUs with respect to PropertyGuru Shares that were outstanding under the Omnibus Plan at the time of consummation of the Business Combination have been replaced by options and RSUs with respect to ordinary shares in the Company under the New Omnibus Plan. As of January 31, 2024, under the New Omnibus Plan, no options to purchase ordinary shares were outstanding and RSUs underlying 4,864,176 ordinary shares were outstanding. The following summarizes the material terms of the New Omnibus Plan:
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Appropriate adjustments will also be made to take into account (a) in the case of options and RSUs, other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New Omnibus Plan and to preserve the value of options or RSUs (as the case may be) granted thereunder, (b) in the case of options, RSUs and share awards, a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) in the case of options and RSUs, any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
All options, whether vested or unvested, will expire on the tenth (10th) anniversary of their option grant date unless otherwise provided in a participant’s option grant agreement or unless such options expire earlier as provided in the New Omnibus Plan or a shorter exercise period is required by law. Upon the expiry of the applicable period for the exercise of such options, the options then remaining unexercised will lapse and become null and void.
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Restricted Stock Units Plan
In April 2016, PropertyGuru’s board of directors adopted and PropertyGuru’s shareholders approved the PropertyGuru Pte. Ltd. Restricted Stock Units Plan (the “RSU Plan”), which was subsequently amended on January 1, 2018, October 6, 2019, December 9, 2019, October 14, 2020 and July 19, 2021.
Following the consummation of the Business Combination, the Company assumed and converted the RSU Plan into the PropertyGuru Group Limited Restricted Stock Units Plan (the “New RSU Plan”). In addition, in connection with the Business Combination, all RSUs with respect to PropertyGuru Shares that were outstanding under the RSU Plan at the time of consummation of the Business Combination have been replaced by RSUs with respect to ordinary shares in the Company under the New RSU Plan. As of January 31, 2024, under the New RSU Plan, RSUs underlying 0 ordinary shares were outstanding. The following summarizes the material terms of the New RSU Plan:
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Appropriate adjustments will also be made to take into account (a) other distributions to shareholders or any other event if the administrator determines that adjustments are appropriate to avoid distortion in the operation of the New RSU Plan and to preserve the value of RSUs granted thereunder, (b) a corporate acquisition or similar corporate transaction involving the Company, its subsidiaries or their affiliates, and (c) any increase or decrease in the number of issued ordinary shares in the Company resulting from a subdivision or consolidation of ordinary shares in the Company, or any other increase or decrease in the number of such ordinary shares in the Company effected without receipt of consideration by the Company (including the payment of an extraordinary dividend).
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Option, RSU and Restricted Securities Grants
As of January 31, 2024, there were a total of 4,051,835 ordinary shares in the Company underlying grants of outstanding options (including unvested options) and RSUs that are held by our executive officers and directors as a group, comprising the following:
The per-share exercise prices of the original options to purchase PropertyGuru Shares held by the directors and executive officers of the Company ranged from S$3.45 and S$8.80 in Singapore dollar terms at the times that such options were granted. At the Amalgamation Effective time, outstanding options to purchase PropertyGuru Shares were assumed by the Company and converted into options to purchase ordinary shares in the Company in accordance with the Business Combination Agreement and the terms of the PropertyGuru incentive plans. In connection with such assumption and conversion, both the number of ordinary shares in the Company underlying such options, and the per-share exercise prices of such options, have been adjusted in accordance with the Exchange Ratio.
Except as set out above, no directors or executive officers of the Company have been granted options, RSUs or restricted shares.
Employment Agreements and Indemnification Agreements
Each of our executive officers is party to an employment agreement with PropertyGuru Pte. Ltd., a subsidiary of the Company in Singapore. The employment of the executive officers under these employment agreements is for an indefinite period, but may be terminated by the employer for cause at any time without advance notice or for any other reason by giving prior written notice or by paying certain compensation, and the executive officer may terminate his or her employment at any time by giving the employer prior written notice. The employment agreements with the executive officers also include confidentiality and non-disclosure restrictions and non-competition and non-solicitation restrictions that apply during employment for certain periods following termination of employment.
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The Company has entered into indemnification agreements with each of its directors. Under these agreements, the Company agrees to indemnify its director against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of the Company.
Board of Directors
As of the date of this Annual Report, our board of directors consists of eight directors, out of which four are independent. The Amended Articles provide that the maximum number of directors shall be nine, or such higher number as may be approved by the shareholders by ordinary resolution. Except as provided in the Amended Articles, a director may vote in respect of any contract or transaction in which he/she is interested provided that the nature of the interest of any director in any such contract or transaction is disclosed at or prior to its consideration and any vote thereon, and such director may be counted in the quorum at any meeting of directors at which any such contract or transaction is considered. A director who is interested in a contract or proposed contract with us must declare the nature of his interest at a meeting of the directors.
No director has a service contract with us that provides for benefits upon termination of service.
Duties of Directors
Under the laws of the Cayman Islands, directors owe certain fiduciary duties to the company. In certain circumstances, a shareholder may have the right to seek damages if a duty owed by the directors is breached.
Under Cayman Islands law, directors owe the following fiduciary duties:
In addition to the above, under Cayman Islands law, directors owe a duty of care that is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As stated above, under Cayman Islands law, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Amended Articles or alternatively by shareholder approval at general meetings.
Appointment and Removal of Directors
The Amended Articles provide for a board comprised of up to nine directors, though this number may be increased by ordinary resolution.
The Amended Articles provide that:
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The Amended Articles provide for certain circumstances whereby the directors described above must be removed by the relevant appointor(s) or resign and, if such removal or resignation does not occur, the other directors may remove that director by majority vote.
All other directors may be appointed by ordinary resolution or a resolution of directors and removed by ordinary resolution and the removal of any such director may be for any reason or no reason. Our directors do not serve for a fixed term and there is no requirement for them to retire by rotation nor to make themselves eligible for re-election. Each director shall remain in office until he or she is removed by his or her appointing shareholder (in the case of the three directors appointed by our substantial shareholders, as described above) or by ordinary resolution (in the case of each other director) and the office of a director shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns by notice in writing, (iv) is removed by the shareholders as described above, (v) is removed from office by notice addressed to him at his last known address and signed by all of his co-directors (not being less than two in number) or (vi) is removed from office pursuant to any other provision of the Amended Articles.
The Amended Articles also provide that each of (i) the TPG Investor Entities (collectively as a group), (ii) the KKR Investor and its affiliates (collectively as a group) and (iii) REA, also have the right to nominate one board observer, provided that they each hold at least 7.5 per cent. of the issued share capital of the Company (and subject to REA losing such appointment right in the event of a breach of certain provisions of the Shareholders' Agreement).
In addition, following Steve Melhuish’s resignation from the Board of Directors in January 2024, Steve Melhuish and Jani Rautiainen have the right to jointly appoint one board observer, provided that they collectively hold at least two per cent. of the issued share capital of the Company.
Terms of Directors
An Investor Director (as defined in Amended Articles) shall hold office until such time as he or she resigns from office by notice in writing to the Company, is removed from office in accordance with the Amended Articles or is otherwise disqualified from acting as a director (including pursuant to the Cayman Companies Act). A Non-Investor Director (as defined in the Amended Articles) shall hold office until such time as he or she resigns his office by notice in writing to the Company, is removed from office by ordinary resolution or is otherwise disqualified from acting as a director (including pursuant to the Cayman Companies Act).
Committees of the Board of Directors
Audit and Risk Committee
Under the corporate governance rules of the NYSE, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise. Our audit and risk committee consists of Ms. Rachna Bhasin, Ms. Jennifer Macdonald and Ms. Melanie Wilson. Ms. Jennifer Macdonald serves as the chairperson of our audit and risk committee. All members of our audit and risk committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of the NYSE. Our board of directors has determined that Ms. Jennifer Macdonald is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the corporate governance rules of the NYSE. Our board of directors has determined that each member of our audit and risk committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members.
Our board of directors has adopted a charter setting forth the responsibilities of the audit and risk committee, which are consistent with Cayman Islands law, the SEC rules and the corporate governance rules of the NYSE and include:
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Cybersecurity and Operational Risk Management
As cybersecurity and operational risks are material to our business, all of our board members are involved in the oversight of our cybersecurity and operational risk management function. The audit and risk committee is responsible for reviewing, and reporting to our board on, major issues related to our cybersecurity and operations risks and any steps adopted in light of material deficiencies, if any. Our audit and risk committee receives periodic reporting from our Chief Technology Officer on cybersecurity and operational incidents. We also maintain a cybersecurity risk management policy and related information security policies, which are periodically reviewed by our Chief Technology Officer.
Remuneration Committee
Our remuneration committee consists of Ms. Jennifer Macdonald, Mr. Dominic Picone and Ms. Melanie Wilson. Ms. Melanie Wilson serves as the chairperson of our remuneration committee.
Our board of directors has adopted a charter setting forth the responsibilities of the committee, which are consistent with the corporate governance rules of the NYSE and include among others:
Nominating Committee
Our nominating committee consists of Ms. Jennifer Macdonald, Mr. Dominic Picone, Mr. Prashant Kumar, Ms. Melanie Wilson and Mr. Owen Wilson. Mr. Dominic Picone serves as the chairperson of our nominating committee. Our board of directors has adopted a charter setting forth the responsibilities of the committee, which include:
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As of December 31, 2023, 2022 and 2021, we had 1,526, 1,711 and 1,410 full-time employees. We have developed a culture of innovation where employees seek to proactively solve complex problems and challenges faced by a high growth business. Our employees undertake extensive technical and strategic training, which equips them for these challenges.
In 2021, we established a center of excellence in India, where we plan to focus our hiring efforts for technology talent.
Our team operates in a flat, low hierarchy and agile environment that promotes bold ideas and innovation. To enhance engagement we hold regular town hall sessions to update employees on our strategy and progress. This ensures all employees understand our mission of helping people make confident property decisions through relevant content and actionable insights. We believe this form of open communication helps to foster a sense of purpose among all employees and take individual responsibility for making our Company better in every aspect.
None of our employees are represented by a labor union or party to a collective bargaining agreement, except for our employees in Vietnam. Our Vietnamese employees are party to a collective bargaining agreement, and we work with our Vietnamese employees and their representatives to ensure there is regular, open communication to maintain a strong and harmonious relationship between all parties. We have never experienced any work stoppages or strikes as a result of labor disputes. We consider our relationship with our employees to be good.
Information regarding the ownership of our ordinary shares by our directors and executive officers is set forth in “Item 6. Directors, Senior Management and Employees” and “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
Not applicable.
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The following table sets forth information relating to the beneficial ownership of the Company’s ordinary shares by:
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
The percentage of the Company’s ordinary shares beneficially owned is computed on the basis of 163,952,635 ordinary shares issued and outstanding as of January 31, 2024.
Beneficial Owners(1) |
|
Number of |
|
|
Percentage of all |
|
||
5% Shareholders |
|
|
|
|
|
|
||
TPG Investor Entities(2) |
|
|
48,497,728 |
|
|
|
29.6 |
% |
KKR Investor(3) |
|
|
43,475,124 |
|
|
|
26.5 |
% |
REA Asia Holding Co. Pty Ltd(4) |
|
|
28,183,294 |
|
|
|
17.2 |
% |
Bridgetown 2 LLC(5) |
|
|
15,845,965 |
|
|
|
9.7 |
% |
BTN Investments 2 LLC(6) |
|
|
10,195,197 |
|
|
|
6.2 |
% |
Directors and Executive Officers |
|
|
|
|
|
|
||
Raymond Ferguson |
|
|
— |
|
|
|
— |
|
Hari V. Krishnan |
|
|
1,340,952 |
|
|
* |
|
|
Rachna Bhasin |
|
|
28,737 |
|
|
* |
|
|
Jennifer Macdonald(7) |
|
|
133,973 |
|
|
* |
|
|
Dominic Picone |
|
|
— |
|
|
|
— |
|
Prashant Kumar |
|
|
— |
|
|
|
— |
|
Melanie Wilson(8) |
|
|
79,459 |
|
|
* |
|
|
Owen Wilson |
|
|
— |
|
|
|
— |
|
Joe Dische |
|
|
661,826 |
|
|
* |
|
|
Disha Goenka Das |
|
|
40,778 |
|
|
* |
|
|
Shyn Yee Ho |
|
|
59,409 |
|
|
* |
|
|
Manav Kamboj |
|
|
571,878 |
|
|
* |
|
|
Helen Snowball |
|
|
— |
|
|
|
— |
|
Jeremy Williams |
|
|
669,751 |
|
|
* |
|
|
All directors and executive officers as a group (14 individuals) |
|
|
3,586,763 |
|
|
|
2.2 |
% |
* Less than 1%.
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All of the Company’s ordinary shares have the same voting rights and no major shareholder of the Company has different voting rights.
As of January 31, 2024, 163,952,635 ordinary shares of the Company were issued and outstanding, of which 76,290,766, or 46.5%, were held by one record holder in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.
Transactions Related to the Business Combination
Sponsor and Bridgetown 2 Shares
On November 4, 2020, the Sponsor paid $25,000 to cover certain of Bridgetown 2’s offering costs in consideration for 15,812,500 Bridgetown 2 Class B Ordinary Shares. In December 2020, the Sponsor contributed 10,062,500 Bridgetown 2 Class B Ordinary Shares back to Bridgetown 2 for no consideration, resulting in 5,750,000 Bridgetown 2 Class B Ordinary Shares being issued and outstanding. In December 2020, the Sponsor transferred 947,097 Bridgetown 2 Class B Ordinary Shares to Bridgetown 2’s chief executive officer, 299,241 Bridgetown 2 Class B Ordinary Shares to an affiliate of the Sponsor (which amounts have been adjusted for the share dividend referred to below) and 5,000 Bridgetown 2 Class B Ordinary Shares to each of its independent director nominees and its senior advisor. In January 2021, Bridgetown 2 effected a share dividend of 0.3 shares for each founder share in issue, resulting in an aggregate of 7,475,000 founder shares outstanding, including those held by Bridgetown 2’s chief executive officer and an affiliate of Sponsor.
In connection with the Business Combination, the 7,475,000 outstanding Bridgetown 2 Class B Ordinary Shares were cancelled and automatically converted into 7,450,000 ordinary shares in the Company.
Sponsor Private Placement Warrants
The Sponsor purchased an aggregate of 12,960,000 private placement warrants (the “Bridgetown 2 Warrants”) for a purchase price of $0.50 per whole warrant, or $6,480,000 in the aggregate, in a private placement that occurred simultaneously with the closing of Bridgetown 2’s initial public offering. Each private placement Bridgetown 2 Warrant entitles the holder to purchase one Bridgetown 2 Class A Ordinary Share at $11.50 per share, subject to adjustment. The Bridgetown 2 Warrants (including the Bridgetown 2 Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Business Combination.
In connection with the Business Combination, the Sponsor’s 12,960,000 Bridgetown 2 Warrants were exchanged for 12,960,000 warrants of the Company.
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Shareholders’ Agreement
On March 17, 2022, we entered into the Shareholders’ Agreement with, among others, the TPG Investor Entities, the KKR Investor and REA (the “Shareholder Parties”).
The Shareholders’ Agreement provides that each of the (i) TPG Investor Entities, (ii) KKR Investor and (iii) REA, are entitled to appoint one person to our board of directors provided that they hold at least 7.5% of ordinary shares in the Company, respectively. Dominic Picone, Prashant Kumar and Owen Wilson, each of whom are directors of the Company, are affiliated with the TPG Investor Entities, the KKR Investor and REA, respectively.
In addition, pursuant to the Shareholders’ Agreement, REA has a right of first offer (“ROFO”) to purchase any ordinary shares in the Company and/or warrants and/or any other securities which are issued by the Company from time to time (“Company Securities”) to any Shareholder Party that constitutes a Major Shareholder (as defined in the Shareholders’ Agreement) other than REA if such Shareholder Party (i) receives a bona fide binding or indicative offer to purchase such Shareholder Party’s Company Securities from a bona fide third party buyer or (ii) desires (in one or through a series of transactions) to transfer its Company Securities (without having solicited or being in receipt of an indicative or binding offer) to a bona fide third party buyer, and, in connection with such offer or desire to transfer, such Shareholder Party intends, or is reasonably likely, to initiate a Drag Sale (as defined below).
In the event that (i) a Shareholder Party that constitutes a Major Shareholder (a “Dragging Shareholder”) intends to transfer all of its Company Securities to a bona fide third party buyer, (ii) the Company Securities are not required to be transferred to REA pursuant to its ROFO and (iii) such transfer has been approved as a “Drag Sale” by holders of not less than 50% of the ordinary shares in the Company then in issue (including the Company’s shareholders who are not Shareholder Parties) (a “Drag Sale”), the other Shareholder Parties shall be required to transfer all of their Company Securities to such bona fide third party buyer on the same terms and conditions as that provided to the Dragging Shareholder.
Subject to certain conditions in the Shareholders’ Agreement, the Shareholders’ Agreement also imposes certain restrictions on REA and REA Group, such as restrictions on (i) directly or indirectly providing internet based platforms for persons or companies interested, for commercial or for private purposes, in selling, acquiring, renting or leasing real estate, or generalist classifieds including real estate, (ii) directly or indirectly providing internet based platforms for comparing and securing property loans and personal finance related to a property transaction for private consumers and business or (iii) the provision of online mortgage, insurance, data and/or analytics software to the property industry or to businesses that operate in, or consumers of such services within, the property industry. Further, subject to certain conditions in the Shareholders’ Agreement, REA and REA Group shall also procure that its shareholder, News Corporation and its subsidiaries other than REA Group will not carry on, be engaged in or own shares or securities in an entity that carries on or is engaged in, directly or indirectly, the provision of online real estate classifieds, real estate mortgage and real estate insurance services and/or analytics software specifically designed for and targeting the real estate industry or individual real estate buyers in any of Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand, and Vietnam.
The Shareholders’ Agreement will remain in force until termination in accordance with its terms.
Novation, Assumption and Amendment Agreement
On July 23, 2021, PropertyGuru, the Company and the KKR Investor entered into a novation, assumption and amendment agreement (the “Novation, Assumption and Amendment Agreement”) to the PropertyGuru Warrant Instrument, effective upon the closing of the Business Combination, pursuant to which, among other things, the Company assumed all of PropertyGuru’s obligations and responsibilities pursuant to or in connection with the PropertyGuru Warrant Instrument.
PropertyGuru Shareholder Support Agreement
On July 23, 2021, Bridgetown 2, the Company, PropertyGuru and certain of the shareholders of PropertyGuru entered into a customary voting support and lock-up agreement (the “PropertyGuru Shareholder Support Agreement”), pursuant to which certain shareholders of PropertyGuru have agreed, amongst other things, to a lock-up of the ordinary shares in the Company they have received pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination.
This lock-up expired on September 13, 2022.
Sponsor Support and Lock-Up Agreement
On July 23, 2021, Bridgetown 2, the Sponsor, the Company and PropertyGuru entered the Sponsor Support Agreement, pursuant to which the Sponsor has agreed, among other things and subject to the terms and conditions set forth therein, to a lock-up of the ordinary shares in the Company it received pursuant to the Merger (subject to certain exceptions) for a period of one year following the Closing.
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This lock-up expired on March 17, 2023.
PIPE Financing (Private Placement)
On July 23, 2021, the Company and Bridgetown 2 entered into PIPE Subscription Agreements with the PIPE Investors. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have committed to subscribe for and purchase, in the aggregate, 13,193,068 ordinary shares for $10.00 per share, for an aggregate gross proceeds of $131,930,680, which includes REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru. BofA Securities, Citigroup, KCMA (an affiliate of KKR) and TPG Capital BD (an affiliate of the TPG Investor Entities) acted as placement agents to Bridgetown 2 in connection with the PIPE Financing pursuant to the PIPE Subscription Agreements.
Registration Rights Agreement
On July 23, 2021, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Sponsor, Bridgetown 2, certain directors and advisors of Bridgetown 2 to whom Sponsor has transferred Bridgetown 2 Shares, certain shareholders of Bridgetown 2 affiliated with Sponsor, and the PropertyGuru Holders, pursuant to which the Company must use its reasonable best efforts to file within 30 days following the Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a registration statement for a “shelf” registration on Form F-1 (“Form F-1 Shelf”) covering the resale of all registrable securities held by the PropertyGuru Holders on a delayed or continuous basis. Following the filing of the Form F-1 Shelf, the Company has agreed to use reasonable efforts to convert the Form F-1 Shelf to a shelf registration on Form F-3, and/or to file and cause to become effective a shelf registration on Form F-3, as soon as practicable and in any event within 45 days after the Company is eligible to use Form F-3. Holders of at least 20% of the then outstanding registrable securities, Sponsor and certain significant holders, may make demand for an underwritten offering of all or any portion of their registrable securities pursuant to the shelf, up to three times if the Sponsor and one time if a significant holder; provided that the Company will only be required to effectuate two underwritten takedowns pursuant to any such demands within the first year following the Closing, or one underwritten takedown within any three-month period for the period commencing one year after the Closing. In addition, holders of registrable securities have certain “piggy-back” registration rights with respect to registration statements filed after the expiration of any lock-up to which such securities are subject pursuant to any Lock-Up Agreement, with certain customary exceptions. The Company will bear all costs and expenses incurred in connection with the filing of any such registration statements.
Acquisition of the Project Panama Entities
On August 3, 2021, in connection with the acquisition of the Project Panama Entities from iProperty, PropertyGuru issued 636,815 PropertyGuru Shares at a purchase price of S$311.7074818 per share, comprising an 18.0% equity interest in PropertyGuru’s enlarged company, to REA. REA is also entitled to appoint one director to PropertyGuru’s board of directors and has the right to nominate one director to our board of directors.
As part of the acquisition of the Project Panama Entities, PropertyGuru entered into a call option agreement with REA Group to grant REA Group a call option for an additional $31.9 million equity investment in PropertyGuru. REA Group exercised its call option on July 14, 2021. Pursuant thereto, and as part of the PIPE Investment, REA made an additional $51.9 million equity investment in the Company substantially concurrently with the Amalgamation Closing, which comprises REA’s $20.0 million subscription in the PIPE Investment and an additional $31.9 million equity investment in the Company by REA relating to REA’s existing call option to acquire additional shares in PropertyGuru.
Following the consummation of the Business Combination, each PropertyGuru Share issued and outstanding immediately prior to the Amalgamation Effective Time has been automatically canceled and converted into such number of newly issued ordinary shares in the Company as determined in accordance with the Business Combination Agreement.
In connection with the completion of the acquisition of the Project Panama Entities, PropertyGuru entered into a transitional services agreement (“REA Transitional Services Agreement”) with realestate.com.au Pty Ltd (“realestate.com.au”) pursuant to which, beginning on the completion date of the acquisition of the Project Panama Entities, realestate.com.au agreed to provide certain platform and systems migration services for a period of 12 months, certain forms of corporate services support for between two and six months and access to certain third party sourced applications for 12 months. PropertyGuru agreed to provide similar, more limited transitional support services over the same terms. Services fees for the services were incurred at cost, however certain services were provided by realestate.com.au or PropertyGuru at no cost for either three or nine months after the completion of the acquisition. The REA Transitional Services Agreement was terminated by PropertyGuru and realestate.com.au with effect from June 10, 2022.
Realestate.com.au also assigned to PropertyGuru its rights to source code and object code that was developed by the Project Panama Entities and used in the websites and applications operated by the Project Panama Entities in connection with their
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businesses prior to the transaction. PropertyGuru, in turn, granted realestate.com.au irrevocable, royalty-free, transferable, sublicensable licenses to the source code and object code that realestate.com.au had assigned to PropertyGuru.
Redpeak Facility
On December 23, 2020, PropertyGuru entered into a term loan credit facility agreement (the “Redpeak Facility”) with Redpeak Advisers Pte. Ltd. as mandated lead arranger, the persons listed in Schedule 1 thereto as the original lenders and Watiga Asia Pte. Ltd. as agent of the Finance Parties (as defined therein). The facility provides for borrowings in an aggregate amount of S$16.0 million, including a commitment of S$600,000 from Mr. Stephen Nicholas Melhuish, PropertyGuru’s co-founder. PropertyGuru received an advance on the facility of S$5.0 million in December 2020 and drew down the facility in full in January 2021.
The facility bore interest at 2% per annum payable on the last day of each six-month interest period and 6% per annum payable on the termination date, which is 24 months from the date the loan is drawn. Effective interest rate for this loan facility is 8.16%. The facility is intended to refinance the redemption of PropertyGuru’s convertible notes, pay costs related to the facility and be used for the working capital. We voluntarily prepaid all outstanding loans under the facility in full on July 7, 2022.
DDProperty Media Limited Shareholders’ Agreement
On September 11, 2019, PropertyGuru entered into a shareholders’ agreement between it and Mr. Ammaramorn in relation to DDProperty Media. The shareholders’ agreement provides, among other things, that (i) PropertyGuru and Mr. Ammaramorn have pre-emptive rights to subscribe pro rata for newly issued shares in DDProperty Media upon an increase in DDProperty Media’s registered capital; (ii) Mr. Ammaramorn cannot transfer any of his shares in DDProperty Media or an interest therein to any person or company without the prior consent of PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd; (iii) in the event PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd transfers all of its shares in DDProperty Media, they may require Mr. Ammaramorn to transfer all of his shares in DDProperty Media to the transferee on the same terms and conditions on which PropertyGuru and PropertyGuru International (Malaysia) Sdn Bhd are proposing to transfer their shares; and (iv) PropertyGuru and PropertyGuru International (Malaysia) Sdn Bhd may exercise a call option requiring Mr. Ammaramorn to sell and transfer all of his shares in DDProperty Media to PropertyGuru or PropertyGuru International (Malaysia) Sdn Bhd or any designated person(s) at par value.
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Employment Agreements and Indemnification Agreements.”
Equity Incentive Plans
See “Item 6. Directors, Senior Management and Employees—B. Compensation—Equity Incentive Plans.”
Not applicable.
Item 8. Financial Information
Financial Statements
See “Item 18. Financial Statements,” which contains our financial statements prepared in accordance with IFRS.
Legal Proceedings
From time to time, we may become involved in actions, claims, suits, and other legal proceedings arising in the ordinary course of its business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the company’s financial position or profitability.
Dividends and Dividend Policy
We have never declared or paid any cash dividends. Our board of directors has discretion as to whether to distribute dividends. It is presently intended that we will retain our earnings for use in business operations and, accordingly, it is not
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anticipated that our board of directors will declare dividends in the foreseeable future. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus and other factors deemed relevant by the board of directors.
Except as disclosed elsewhere in this Annual Report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this Annual Report.
Item 9. The Offer and Listing
Our ordinary shares commenced trading on the New York Stock Exchange, or “NYSE”, on March 18, 2022. Prior to that date, there was no public trading market for our ordinary shares.
Not applicable.
Our ordinary shares are listed on the NYSE under the symbol “PGRU”.
Not Applicable.
Not applicable.
Not applicable.
Item 10. Additional Information
Not applicable.
A copy of our Amended Articles is attached as Exhibit 1.1 to this Annual Report. The information called for by this Item is incorporated by reference from the section titled “Description of Securities” from our registration statement on Form F-1 filed with the SEC on April 14, 2022 (Registration No. 333-264294).
We have not entered into any material contracts other than those described in “Item 4. Information on the Company” or “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this Annual Report.
We are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our ordinary shares. With the exception of Thailand, Malaysia and Vietnam, there are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends. With respect to Thailand, while Thai laws allow the outward remittance from Thailand of dividends, it is required that the dividend payment in Baht currency (after payment of applicable Thai taxes) must be converted into foreign currency prior to the outward remittance from Thailand as the bank of Thailand has a policy not to allow any person to bring Baht currency out of Thailand.
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In Malaysia, the current foreign exchange administration rules allow non-residents to freely repatriate, in a foreign currency, profits and dividends arising from investments or proceeds from divestment of Malaysian Ringgit assets. Dividends are freely transferable out of the country and no exchange controls or approvals are required subject to applicable reporting requirements and withholding tax. However, prior permission from the Controller of Foreign Exchange of Malaysia is required for any person to undertake or engage in any dealing or transaction with the State of Israel or its residents, any entity owned or controlled, directly or indirectly, by the State of Israel or its residents, including any authority or agency of the State of Israel, or any dealing or transaction using or involving the currency of the State of Israel. Furthermore, the Malaysia Companies Act 2016 also provides that (i) generally, a company may only make a distribution to shareholders out of the profits of the company if the company is solvent; (ii) before a distribution is paid by a company to a shareholder, such distribution shall be duly authorized by the directors of the company; and (iii) unless provided in the constitution of the company, a company may reduce its share capital by a special resolution and either confirmation by a court or a solvency statement by the company.
Vietnam has historically imposed exchange control mechanisms designed to limit foreign currency outflows, generally requiring the use of the Vietnamese Dong in domestic transactions and attempting to channel foreign currencies into its banking system. Vietnam’s exchange control policy is administered primarily by the State Bank of Vietnam. In 2005, Vietnam introduced an ordinance, which took effect from 1 June 2006, as amended by a 2013 ordinance, which took effect from 1 January 2014, governing foreign exchange in order to stimulate the foreign exchange market by liberalizing current transactions control and gradually reducing capital transactions control. Under the current Vietnamese foreign exchange control regulations, any person or organization may exchange Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam, provided that such person or organization declares the intended use of the money and provides appropriate supporting documents. Foreign currencies may be freely exchanged into Vietnamese Dong at such licensed credit institutions.
Certain Material U.S. Federal Income Tax Considerations for U.S. Holders
The following discussion describes certain material U.S. federal income tax consequences to U.S. Holders (as defined below) under present law of an investment in our ordinary shares or warrants. This discussion applies only to U.S. Holders that hold our ordinary shares or warrants as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, or (the “Code”), and that have the U.S. Dollar as their functional currency.
This discussion is based on the tax laws of the United States, including the Code, as in effect on the date hereof and on U.S. Treasury regulations as in effect or, in some cases, as proposed, on the date hereof, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. This summary does not address any estate or gift tax consequences, any alternative minimum tax, the Medicare tax on net investment income or any state, local, or non-U.S. tax consequences. The following discussion neither deals with the tax consequences to any particular investor nor describes all of the tax consequences applicable to persons in special tax situations such as:
89
INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS.
The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are the beneficial owner of our ordinary shares or warrants and you are, for U.S. federal income tax purposes,
If an entity or other arrangement treated as a partnership for U.S. federal income tax purposes holds our ordinary shares or warrants, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.
Passive Foreign Investment Company
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will generally be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year if either:
For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which we own, directly or indirectly, 25% or more (by value) of the stock.
Based on the current and anticipated value and composition of our income and assets, including the income and assets of our subsidiaries, we do not expect that we will be treated as a PFIC for U.S. federal income tax purposes for our current taxable year or for foreseeable future years. Whether we are a PFIC for any taxable year, however, is a factual determination that must be made annually after the close of the taxable year. Because the value of our assets for purposes of the PFIC test will generally be determined by reference to the market price of our ordinary shares, our PFIC status may depend in part on the market price of our ordinary shares, which may fluctuate significantly. In addition, our PFIC status may depend on how quickly we use the cash we received in the Business Combination and any future cash we receive including upon exercise of the warrants. Therefore there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year. No rulings from the U.S. Internal Revenue Service, or the IRS have been or will be sought with respect to our status as a PFIC. If the IRS were to assert that, contrary to our expectation, we are a PFIC in the current taxable year or a future year, there would be adverse tax consequences to investors, including those described below. Potential investors are strongly advised to consult their own advisors regarding the consequences to them if we were to be considered a PFIC.
If we are a PFIC for any taxable year during your holding period for our ordinary shares (or under proposed U.S. Treasury regulations, our warrants), we generally will continue to be treated as a PFIC with respect to your investment in our ordinary shares or warrants for all succeeding years during which you hold our ordinary shares or warrants, and, although subject to uncertainty, potentially our ordinary shares received upon exercise of such warrants. Certain elections (such as a deemed sale election) may be available under certain circumstances.
For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” (as defined below) you receive and any gain you realize from a sale or other disposition (including a pledge) of our ordinary shares or warrants, unless you make a valid “mark-to-market” election as discussed below, which may not
90
be available for the warrants. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period will be treated as an excess distribution. Under these special tax rules:
The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of our ordinary shares or warrants cannot be treated as capital gains, even if you hold our ordinary shares or warrants as capital assets.
If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs, you may be deemed to own a proportionate interest in such lower-tier PFICs that are directly or indirectly owned by us, and you may be subject to the adverse tax consequences described above with respect to the shares of such lower-tier PFICs you would be deemed to own. As a result, you may incur liability for any excess distribution described above if we receive a distribution from our lower-tier PFICs or if any shares in such lower-tier PFICs are disposed of (or deemed disposed of). You should consult your tax advisor regarding the application of the PFIC rules to any of our subsidiaries.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a valid mark-to-market election for our ordinary shares, you will include in income for each year that we are treated as a PFIC with respect to you an amount equal to the excess, if any, of the fair market value of our ordinary shares as of the close of your taxable year over your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of our ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on our ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of our ordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on our ordinary shares, as well as to any loss realized on the actual sale or disposition of our ordinary shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such ordinary shares previously included in income. Your basis in our ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, any distributions we make would generally be subject to the rules discussed below under “—Taxation of Dividends and Other Distributions on our Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations, and may not include our warrants. Our ordinary shares are listed on the NYSE. Because a mark-to-market election may not be available for equity interests in any lower-tier PFICs we own, you generally will continue to be subject to the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. The NYSE is a qualified exchange, but there can be no assurance that the trading in our ordinary shares will be sufficiently regular to qualify our ordinary shares as marketable stock. You should consult your tax advisor as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.
Alternatively, if a non-U.S. entity treated as a corporation is a PFIC, a holder of shares in that entity may avoid taxation under the PFIC rules described above regarding excess distributions and recognized gains by making a “qualified electing fund” election to include in income its share of the entity’s income on a current basis. However, you may make a qualified electing fund election with respect to your ordinary shares only if we furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information. A qualified electing fund election may not be available for our warrants regardless of whether we provide such information.
A U.S. Holder of a PFIC may be required to file an IRS Form 8621. If we are a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you. You are urged to consult your tax advisor regarding the application of the PFIC rules to an investment in ordinary shares or warrants.
YOU ARE STRONGLY URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT ON YOUR INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS IF WE WERE TO BE CONSIDERED A PFIC AS WELL AS THE APPLICATION OF THE PFIC RULES AND THE POSSIBILITY OF MAKING A MARK-TO-MARKET ELECTION.
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Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the PFIC rules discussed above, the gross amount of any distributions we make to you (including the amount of any tax withheld) with respect to our ordinary shares generally will be includible in your gross income as dividend income on the date of receipt, but only to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of your tax basis in your ordinary shares, and then, to the extent such excess amount exceeds your tax basis in your ordinary shares, as capital gain. We currently do not, and we do not intend to, calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that a distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, dividends may be taxed at the lower capital gain rates applicable to “qualified dividend income,” provided (i) our ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE), (ii) we are neither a PFIC nor treated as such with respect to you (as discussed above) for either the taxable year in which the dividend was paid or the preceding taxable year, (iii) certain holding period requirements are met and (iv) you are not under an obligation to make related payments with respect to positions in substantially similar or related property.
Any dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.
For this purpose, dividends distributed by us with respect to our ordinary shares will generally constitute “passive category income.” The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor regarding the availability of a foreign tax credit in your particular circumstances.
Constructive Dividends on our Ordinary Shares or Warrants
If the exercise price of our warrants is adjusted in certain circumstances (or in certain circumstances, there is a failure to make adjustments or a failure to make adequate adjustments), that adjustment (or failure to adjust) may result in the deemed payment of a taxable dividend to a U.S. Holder of the warrants or our ordinary shares. Any such constructive dividend will be taxable generally as described above under “—Taxation of Dividends and Other Distributions on our Ordinary Shares.” Generally, a U.S. Holder’s tax basis in our ordinary shares or the warrants will be increased to the extent of any such constructive dividend. It is not entirely clear whether a constructive dividend deemed paid to a non-corporate U.S. Holder could be “qualified dividend income” as discussed above under “—Taxation of Dividends and Other Distributions on our Ordinary Shares.” U.S. Holders should consult their tax advisers regarding the proper U.S. federal income tax treatment of any adjustments to (or failure to adjust or adjust adequately) the exercise price of the warrants.
We are currently required to report the amount of any constructive dividends on our website or to the IRS and to holders not exempt from reporting. The IRS has proposed regulations addressing the amount and timing of constructive dividends, as well as, obligations of withholding agents and filing and notice obligations of issuers in respect of such constructive dividends. If adopted as proposed, the regulations would generally provide that (i) the amount of a constructive dividend is the excess of the fair market value of the right to acquire stock immediately after the exercise price adjustment over the fair market value of the right to acquire stock (after the exercise price adjustment) without the adjustment, (ii) the constructive dividend occurs at the earlier of the date the adjustment occurs under the terms of the instrument and the date of the actual distribution of cash or property that results in the constructive dividend and (iii) we are required to report the amount of any constructive dividends on our website or to the IRS and to all holders (including holders that would otherwise be exempt from reporting). The final regulations will be effective for constructive dividends occurring on or after the date of adoption, but holders and withholding agents may rely on them prior to that date under certain circumstances.
Taxation of Disposition of our Ordinary Shares or Warrants
Subject to the PFIC rules discussed above, upon a sale or other disposition of our ordinary shares or warrants, you will generally recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized (including the amount of any tax withheld) and your tax basis in such ordinary shares or warrants.
Any gain or loss on the sale or other disposition of our ordinary shares or warrants will generally be treated as U.S. source income or loss and treated as long-term capital gain or loss if your holding period in our ordinary shares or warrants at the time of the disposition exceeds one year. Long-term capital gain of non-corporate U.S. Holders generally will be subject to U.S. federal income tax at reduced tax rates. The deductibility of capital losses is subject to significant limitations.
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Taxation of Exercise or Expiration of our Warrants
Except as discussed below with respect to the cashless exercise of a warrant, in general, you will not be required to recognize income, gain or loss upon exercise of our warrants by payment of the exercise price. Your tax basis in our ordinary shares received upon exercise of our warrants will be equal to the sum of (1) your tax basis in the warrants exchanged therefor and (2) the exercise price of the warrants. Your holding period in our ordinary shares received upon exercise generally will commence on the day after you exercise the warrants.
If the warrants expire without being exercised, you will recognize a capital loss in an amount equal to your tax basis in the warrants. Such loss will be long-term capital loss if, at the time of the expiration, your holding period in the warrants is more than one year. The deductibility of capital losses is subject to limitations.
The tax consequences of a cashless exercise of a warrant are not clear under current U.S. federal income tax law. A cashless exercise may be tax-deferred, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, your basis in the ordinary shares received would equal your basis in the warrants exercised therefor. If the cashless exercise is not treated as a realization event, your holding period in the ordinary shares would be treated as commencing on the date following the date of exercise of the warrants. If the cashless exercise were treated as a recapitalization, the holding period of the ordinary shares would include the holding period of the warrants exercised therefor.
It is also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “—Taxation of Disposition of our Ordinary Shares or Warrants.” In such event, you could be deemed to have surrendered a number of warrants having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. You would recognize capital gain or loss in an amount generally equal to the difference between (i) the fair market value of the warrants deemed surrendered and (ii) your tax basis in such warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the ordinary shares received would equal the sum of (i) U.S. Holder’s tax basis in the warrants deemed exercised and (ii) the exercise price of such warrants. A U.S. Holder’s holding period for the ordinary shares received in such case generally would commence on the date following the date of exercise of the warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the tax consequences of a cashless exercise of warrants.
Information Reporting and Backup Withholding
Dividend payments (including constructive dividends) with respect to our ordinary shares or warrants and proceeds from the sale, exchange or redemption of our ordinary shares or warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes any other required certification or that is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. You should consult your tax advisor regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.
Information with respect to Foreign Financial Assets
Certain U.S. Holders may be required to report information relating to an interest in our ordinary shares or warrants, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions). U.S. Holders who fail to report the required information could be subject to substantial penalties, and, in such circumstances, the statute of limitations for assessment of tax could be suspended, in whole or part. You should consult your tax advisor regarding the effect, if any, of this requirement on your ownership and disposition of our ordinary shares or warrants.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-U.S. AND OTHER TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR ORDINARY SHARES OR WARRANTS.
93
Cayman Islands Tax Considerations
The following summary contains a description of certain Cayman Islands income tax consequences of the acquisition, ownership and disposition of ordinary shares and warrants, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ordinary shares and/or warrants. The summary is based upon the tax laws of Cayman Islands and regulations thereunder as of the date hereof, which are subject to change.
Prospective investors should consult their professional advisors on the possible tax consequences of buying, holding or selling any shares and/or warrants under the laws of their country of citizenship, residence or domicile.
The following is a discussion on certain Cayman Islands income tax consequences of an investment in ordinary shares and warrants in the Company. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws:
Payments of dividends and capital in respect of ordinary shares or warrants in the Company will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of ordinary shares or warrants in the Company, nor will gains derived from the disposal of the ordinary shares or warrants in the Company be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of ordinary shares or warrants in the Company or on an instrument of transfer in respect of an ordinary share or warrants in the Company, save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
The Company is incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Law
Undertaking as to Tax Concessions
In accordance with Section 6 of the Tax Concessions Law the following undertaking is hereby given to the Company (the “Company”):
These concessions shall be for a period of TWENTY years from the 19th day of July 2021.
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
Not applicable.
Not applicable.
94
We are subject to certain of the informational filing requirements of the Exchange Act. Accordingly, we are required to file with the SEC an annual report on Form 20-F containing financial statements audited by an independent accounting firm, as well as reports on Form 6-K. The SEC maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically to the SEC. Since we are a “foreign private issuer”, we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of the Company’s ordinary shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act.
We also maintain an Internet website at www.propertygurugroup.com. Through our website, we will make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our annual reports on Form 20-F; our reports on Form 6-K; amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Annual Report.
Not applicable.
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk and liquidity risk. For more information about financial risks that we are exposed to, see Note 27 to our audited consolidated financial statements included elsewhere in this Annual Report.
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in us incurring a financial loss. Our credit risk is primarily attributable to our trade and other receivables. We seek to minimize losses due to increased credit risk exposure by transacting with recognized and creditworthy third parties. All customers that wish to trade on credit terms are subject to our credit verification procedures. As of December 31, 2023 and 2022, our credit risk for receivables from third parties was S$8.0 million and S$11.1 million, respectively.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of funds. Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.
We manage our liquidity risk by ensuring the availability of funding. Our primary sources of liquidity have been cash and cash equivalents raised from the issuance of preference shares and convertible instruments and drawdown of loans and cash provided by operating activities. We monitor working capital projections to ensure that we have adequate working capital to meet current requirements.
As of December 31, 2023, we had current liabilities of S$96.1 million, as compared to S$322.2 million of current assets. As of December 31, 2022, we had current liabilities of S$89.2 million, as compared to S$327.4 million of current assets. We expect to fund our working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months through our current available cash and cash equivalents and the cash that we have received from the Business Combination.
95
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
Not applicable.
Not applicable.
Not applicable.
96
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Group Chief Executive Officer and Group Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report, as required by Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2023 because of the material weaknesses described below under “—Management’s Annual Report on Internal Control Over Financial Reporting.”
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, as a result of the material weaknesses described below, management concluded that our internal control over financial reporting was not effective as of December 31, 2023.
In connection with the preparation of our consolidated financial statements for the year ended December 31, 2023, our management determined that there were material weaknesses in internal control over financial reporting as follows:
As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Remediation Activities and Plans
During the year ended December 31, 2023 we have:
97
Although we believe we have made significant progress in relation to the remediation of material weaknesses, they are not fully remediated. As of December 31, 2023, we have not completed all corrective processes, procedures and related remediation including ensuring that all necessary controls have been implemented and have operated effectively for a sufficient period of time.
The management has taken and will continue to take steps to remediate these material weaknesses and to strengthen our internal control over financial reporting, including:
Attestation Report of Registered Public Accounting Firm
This Annual Report does not include an attestation report of the Company's registered public accounting firm because we are an emerging growth company under the JOBS Act.
Changes in Internal Control Over Financial Reporting
During the period covered by this Annual Report, except as otherwise disclosed above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our board of directors has determined that Ms. Jennifer Macdonald, a member of our audit and risk committee, is a “financial expert,” as defined in Item 16A of Form 20-F, and meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of the NYSE. Ms. Jennifer Macdonald satisfies the “independence” requirements of Section 303A of the New York Stock Exchange Listed Company Manual and meets the independence standards under Rule 10A-3 under the Exchange Act. For a description of Ms. Jennifer Macdonald’s experience, see “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Jennifer Macdonald.”
Item 16B. Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all our directors, officers and employees, including our principal executive and principal financial officers. Our Code of Business Conduct and Ethics addresses, among other things, conflicts of interest, confidentiality, competition and fair dealing, financial matters and external reporting, our assets, as well as the process for reporting violations of the Code of Business Conduct and Ethics and employee misconduct. Our Code of Business Conduct and Ethics is intended to meet the definition of “code of ethics” under Item 16B of Form 20-F under the Exchange Act.
98
We intend to disclose on our website any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics that applies to our directors or executive officers to the extent required under the rules of the SEC or NYSE. Our Code of Business Conduct and Ethics is available on our website at www.propertygurugroup.com. The information contained on our website is not incorporated by reference in this Annual Report.
Item 16C. Principal Accountant Fees and Services
The table below sets out the total amount of services rendered by PricewaterhouseCoopers LLP for services performed in the years ended December 31, 2023 and 2022, and breaks down these amounts by category of service:
|
|
Year ended December 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
|
|
(in millions of S$) |
|
|||||
Audit Fees(1) |
|
|
1.2 |
|
|
|
1.1 |
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
Tax Fees(3) |
|
|
0.4 |
|
|
|
0.2 |
|
All Other Fees(4) |
|
* |
|
|
|
0.2 |
|
|
Total |
|
|
1.6 |
|
|
|
1.5 |
|
* Less than S$25,000.
Audit and Risk Committee Pre-Approval Policies and Procedures
Pursuant to our audit and risk committee charter, the audit and risk committee is required to pre-approve all audit and non-audit services provided by the independent auditor, unless the engagement is entered into pursuant to appropriate pre-approval policies established by the audit and risk committee or if such service falls within available exceptions under SEC rules.
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
During the year ended December 31, 2023, no purchases of our equity securities were made by or on behalf of us or any affiliated purchaser.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
As a Cayman Islands exempted company listed on the NYSE, we are subject to the NYSE corporate governance listing standards. However, the NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards and these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.
Our current corporate governance practices differ from NYSE corporate governance requirements for U.S. companies in certain respects, as summarized below:
99
Our adoption of the home country practice is consistent with and will not violate our Amended Articles nor any applicable law, regulation, order or decree in the Cayman Islands.
Other than the home country practice described above, we are not aware of any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under the NYSE listing rules. See “Item 3. Key Information—D. Risk Factors—Risks Related to Ownership of Securities in the Company—We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.”
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign JURISDICTIONS that Prevent Inspections
Not applicable.
Item 16J. Insider trading policies
Not applicable.
Item 16K. CYBERSECURITY
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. We are certified under, and maintain, the ISO/IEC 27001:2013 Standard for Information Security Management Systems, under which we also implement controls in line with ISO/IEC 27002:2013 Code of Practice for Information Security Controls.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
100
Our cybersecurity risk management program includes:
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
Cybersecurity Governance
Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the audit and risk committee oversight of cybersecurity and other information technology risks. The audit and risk committee oversees management’s implementation of our cybersecurity risk management program.
The audit and risk committee receives reports from management on our cybersecurity risks on at least a quarterly basis. In addition, management updates the audit and risk committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with less impact potential.
The audit and risk committee reports to the board of directors regarding its activities, including those related to cybersecurity. The board of directors also receives briefings from management on our cyber risk management program. Members of the board of directors receive presentations on cybersecurity topics from the Chief Technology Officer, Group Head of Security and external experts as part of the board of directors' continuing education on topics that impact public companies.
Our management team, including our Group Head of Security, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes 24 years of experience in governance, risk management, compliance, audit, security controls, security investigations and incident management, data privacy and protection, auditing, and program management of information security, across multiple domains including government, military, consulting, eCommerce and internet sectors.
Our management team supervises efforts to identify, protect against, respond to and recover from cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
101
PART III
Item 17. Financial Statements
See “Item 18. Financial Statements.”
Item 18. Financial Statements
The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this Annual Report. The audit report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.
102
Item 19. Exhibits
The following documents are filed as part of this Annual Report or incorporated by reference herein:
Exhibit |
Description |
Incorporation by Reference |
|||
|
|
Form |
File Number |
Exhibit No. |
Filing Date |
1.1 |
Amended and Restated Memorandum and Articles of Association of the Company. |
20-F |
001-41330 |
1.1 |
March 23, 2022 |
2.1 |
F-4/A |
333-261517 |
4.1 |
January 24, 2022 |
|
2.2 |
F-4/A |
333-261517 |
4.2 |
January 24, 2022 |
|
2.3 |
F-4/A |
333-261517 |
4.3 |
January 24, 2022 |
|
2.4 |
Warrant Agreement, dated January 25, 2021, by and between Bridgetown 2 and Sponsor. |
F-4/A |
333-261517 |
10.5 |
January 24, 2022 |
2.5 |
F-4/A |
333-261517 |
10.6 |
January 24, 2022 |
|
2.6 |
F-4/A |
333-261517 |
10.7 |
January 24, 2022 |
|
3.1 |
20-F |
001-41330 |
3.1 |
March 23, 2022 |
|
4.1 |
F-4/A |
333-261517 |
2.1 |
January 24, 2022 |
|
4.2 |
F-4/A |
333-261517 |
10.1 |
January 24, 2022 |
|
4.3 |
F-4/A |
333-261517 |
10.2 |
January 24, 2022 |
|
4.4 |
F-4/A |
333-261517 |
10.3 |
January 24, 2022 |
|
4.5 |
F-4/A |
333-261517 |
10.4 |
January 24, 2022 |
|
4.6 |
F-4/A |
333-261517 |
10.8 |
January 24, 2022 |
|
4.7 |
F-4/A |
333-261517 |
10.9 |
January 24, 2022 |
|
4.8 |
F-4/A |
333-261517 |
10.10 |
January 24, 2022 |
|
4.9 |
F-4/A |
333-261517 |
10.11 |
January 24, 2022 |
|
4.10 |
F-4/A |
333-261517 |
10.12 |
January 24, 2022 |
|
4.11 |
Form of Indemnification Agreement between the Company and each director of the Company. |
F-4/A |
333-261517 |
10.13 |
January 24, 2022 |
8.1* |
|
|
|
|
103
Exhibit |
Description |
Incorporation by Reference |
|||
|
|
Form |
File Number |
Exhibit No. |
Filing Date |
12.1* |
|
|
|
|
|
12.2* |
|
|
|
|
|
13.1* |
|
|
|
|
|
13.2* |
|
|
|
|
|
15.1* |
|
|
|
|
|
15.2* |
|
|
|
|
|
15.3* |
|
|
|
|
|
97.1* |
|
|
|
|
|
101. INS* |
Inline XBRL Instance Document. |
|
|
|
|
101. SCH* |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
|
104* |
Inline XBRL for the cover page of this Annual Report on Form 20-F (embedded within the Inline XBRL document) |
|
|
|
|
(*) Filed herewith
104
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
|
PROPERTYGURU GROUP LIMITED |
||
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|
|
Date: March 22, 2024 |
|
By: |
/s/ Hari V. Krishnan |
|
|
Name: |
Hari V. Krishnan |
|
|
Title: |
Chief Executive Officer and Managing Director |
105
PROPERTYGURU GROUP LIMITED
(Incorporated in Cayman Islands)
AND ITS SUBSIDIARIES
Contents
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of PropertyGuru Group Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PropertyGuru Group Limited and its subsidiaries (the “Group”) as of 31 December 2023 and 2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the three years in the period ended 31 December 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of 31 December 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2023 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
March 22, 2024
We have served as the Group’s auditor since 2013.
F-2
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the financial year ended 31 December 2023
|
|
Note |
|
2023 |
|
|
2022* |
|
|
2021* |
|
|
|||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
Revenue |
|
6 |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other income |
|
7 |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other gains/(losses) - net |
|
8 |
|
|
|
|
|
|
|
|
( |
) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|||
- Sales commission |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Referral fees |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Merchant fees |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Awards and events costs |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Advertising and platform fees |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Salary and staff costs |
|
9 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Marketing expenses |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Technology expenses |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Legal and professional |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Share grant and option expenses |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Depreciation and amortization |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Reversal of impairment/(Impairment) loss on financial assets |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- Impairment of intangible assets |
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
- Impairment of plant, equipment and right-of-use assets |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
||
- Finance cost |
|
10 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
- Legal and professional fees incurred for IPO |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- Share listing expense |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
||
- Other expenses |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total expenses |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Loss before income tax |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Tax (expense)/credit |
|
11(a) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Net loss |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
Note |
|
2023 |
|
|
2022* |
|
|
2021 |
|
|
|||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Items that may be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Currency translation differences arising from consolidation |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Items that will not be reclassified subsequently to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Actuarial loss from post-employment benefits obligation |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
Other comprehensive (loss)/income, net of tax |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
Note |
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
Loss per share for loss attributable to equity holders of the Group |
|
|
|
S$ per share |
|
|
S$ per share |
|
|
S$ per share |
|
|
|||
Basic loss per share |
|
12(a) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Diluted loss per share |
|
12(b) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
*
The accompanying notes form an integral part of these financial statements.
F-3
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of 31 December 2023
|
|
Note |
|
2023 |
|
|
2022 |
|
||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
13 |
|
|
|
|
|
|
||
Trade and other receivables |
|
14(a) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
|
|
|
||
Trade and other receivables |
|
14(b) |
|
|
|
|
|
|
||
Intangible assets* |
|
15 |
|
|
|
|
|
|
||
Plant and equipment |
|
16 |
|
|
|
|
|
|
||
Right-of-use assets |
|
17 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Total assets* |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
Trade and other payables |
|
18(a) |
|
|
|
|
|
|
||
Lease liabilities |
|
17 |
|
|
|
|
|
|
||
Deferred revenue |
|
6(b) |
|
|
|
|
|
|
||
Provisions |
|
22 |
|
|
|
|
|
|
||
Current income tax liabilities |
|
11(b) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-current liabilities |
|
|
|
|
|
|
|
|
||
Trade and other payables |
|
18(b) |
|
|
|
|
|
|
||
Lease liabilities |
|
17 |
|
|
|
|
|
|
||
Warrant liabilities |
|
21 |
|
|
|
|
|
|
||
Deferred income tax liabilities* |
|
23 |
|
|
|
|
|
|
||
Provisions |
|
22 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Total liabilities* |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
NET ASSETS |
|
|
|
|
|
|
|
|
||
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
||
Capital and reserves attributable to equity holders of the Group |
|
|
|
|
|
|
|
|
||
Share capital |
|
24 |
|
|
|
|
|
|
||
Share reserve |
|
25 |
|
|
|
|
|
|
||
Capital reserve |
|
|
|
|
|
|
|
|
||
Translation reserve |
|
|
|
|
( |
) |
|
|
( |
) |
Accumulated losses* |
|
|
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
|
|
*Certain amounts in the prior year have been re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the acquisition of Sendtech in October 2022.
The accompanying notes form an integral part of these financial statements.
F-4
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the financial year ended 31 December 2023
|
|
Note |
|
Share |
|
|
Share |
|
|
Capital |
|
|
Warrant |
|
|
Translation |
|
|
Accumulated |
|
|
Total |
|
|||||||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||
Employee share grant and option scheme |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-executive directors share grant and option scheme |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of shares |
|
24 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total transactions with owners, recognised directly in equity |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
*Certain amounts in the prior year have been re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the acquisition of Sendtech in October 2022.
The accompanying notes form an integral part of these financial statements.
F-5
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the financial year ended 31 December 2023
|
|
Note |
|
Share |
|
|
Share |
|
|
Capital |
|
|
Warrant |
|
|
Translation |
|
|
Accumulated |
|
|
Total |
|
|||||||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||
Other comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||
Employee share grant and option scheme |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-executive directors share grant and option scheme |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shares issued to PIPE investors |
|
2 & 24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Transaction cost in relation to issuance of PIPE shares |
|
24 |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Reorganisation |
|
24 & 26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of shares |
|
24 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Expiration of warrants |
|
26 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Total transactions with owners, recognised directly in equity |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
*Certain amounts have been re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the acquisition of Sendtech in October 2022.
The accompanying notes form an integral part of these financial statements.
F-6
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the financial year ended 31 December 2023
|
|
Note |
|
Share |
|
|
Preference |
|
|
Share |
|
|
Capital |
|
|
Warrant |
|
|
Translation |
|
|
Accumulated |
|
|
Total |
|
||||||||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|||||
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Other comprehensive income/(loss) for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
Total comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||||
Employee share grant and option scheme |
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-executive directors share grant and option scheme |
|
25 |
|
|
|
|
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|
||||||||
Conversion of preference shares to ordinary shares |
|
19 & 24 |
|
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|
|
|
( |
) |
|
|
|
|
|
|
|
|
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|
|||||||
Issuance of shares |
|
24 |
|
|
|
|
|
|
|
|
( |
) |
|
|
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|
|
|
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|||||||
Total transactions with owners, recognised directly in equity |
|
|
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|
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( |
) |
|
|
|
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|||||||
End of financial year |
|
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|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
The accompanying notes form an integral part of these financial statements.
F-7
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the financial year ended 31 December 2023
|
Note |
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|||
Loss for the year* |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|||
- Tax expense/(credit)* |
|
|
|
|
|
|
|
|
|
( |
) |
||
- Employee share grant and option expense |
|
|
|
|
|
|
|
|
|
|
|||
- Non-executive director share grant and option expense |
|
|
|
|
|
|
|
|
|
|
|||
- Depreciation and amortization* |
|
|
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|
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|
|
|
|
|
|||
- Impairment of intangible assets |
|
|
|
|
|
|
|
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|
|
|||
- Impairment of plant, equipment and right-of-use assets |
|
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|
|
|
|
|
|
|||
- Loss on disposal of plant and equipment and intangible assets |
|
|
|
|
|
|
|
|
|
|
|||
- Gain on lease modification |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
- Interest income |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
- Finance cost |
|
|
|
|
|
|
|
|
|
|
|||
- (Reversal of impairment)/Impairment loss on financial assets* |
|
|
|
( |
) |
|
|
|
|
|
|
||
- Unrealised currency translation losses |
|
|
|
|
|
|
|
|
|
|
|||
- Fair value loss of Series B, D1, E and F conversion option |
|
|
|
|
|
|
|
|
|
|
|||
- Fair value gain on warrant liabilities |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
- Share listing expense |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Change in working capital, net of effects from acquisition and disposal of subsidiaries |
|
|
|
|
|
|
|
|
|
|
|||
- Trade and other receivables |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
- Trade and other payables |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
- Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|||
Cash provided by/(used in) operations |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Interest received |
|
|
|
|
|
|
|
|
|
|
|||
Income tax paid |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) operating activities |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|||
Additions to plant and equipment |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additions of intangible assets |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Acquisition of subsidiaries, net of cash acquired |
|
|
|
|
|
|
( |
) |
|
|
|
||
Proceeds from disposal of plant and equipment |
|
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|||
Interest paid |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from term loan |
|
|
|
|
|
|
|
|
|
|
|||
Repayment of borrowings |
|
|
|
|
|
|
( |
) |
|
|
|
||
Borrowings transaction cost |
|
|
|
|
|
|
|
|
|
( |
) |
||
Principal payment of lease liabilities |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from Reorganisation |
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from the shares issued to PIPE investors |
|
|
|
|
|
|
|
|
|
|
|||
Transaction cost in relation to issuance of PIPE shares |
|
|
|
|
|
|
( |
) |
|
|
|
||
Proceeds from issuance of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|||
Payment for legal and professional fees incurred for IPO |
|
|
|
|
|
|
|
|
|
( |
) |
||
Repayment of convertible notes |
|
|
|
|
|
|
|
|
|
( |
) |
||
Net cash (used in)/provided by financing activities |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
|
|
|
|
|
|
|
( |
) |
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|||
Beginning of financial year |
13 |
|
|
|
|
|
|
|
|
|
|||
Effects of currency translation on cash and cash equivalents |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
End of financial year |
13 |
|
|
|
|
|
|
|
|
|
*Certain amounts in the prior year have been re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the acquisition of Sendtech in October 2022.
The accompanying notes form an integral part of these financial statements.
F-8
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the financial year ended 31 December 2023
Reconciliation of liabilities arising from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash changes |
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Note |
|
1 January |
|
|
Proceeds, net of transaction cost |
|
|
Principal |
|
|
Conversion to ordinary |
|
|
Interest expense |
|
|
Currency translation differences |
|
|
Addition during |
|
|
Renewal and modification of leases |
|
|
|
Acquisition of subsidiaries |
|
|
Reclassify to borrowings |
|
|
31 December |
|
|||||||||||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||||||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Lease liabilities |
|
17 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Lease liabilities |
|
17 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Borrowings |
|
20 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preference shares |
|
19 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Convertible notes |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease liabilities |
|
17 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loan advance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||||
Borrowings |
|
20 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these financial statements.
F-9
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
PropertyGuru Group Limited (the “Company”) and its subsidiaries (the “Group”) is in the business of
PropertyGuru Group Limited (the “Company”) is incorporated in
Prior to consummation of the Business Combination on 17 March 2022, the audited consolidated financial statements for the year ended 31 December 2021 were issued for PropertyGuru Pte. Ltd. (“PropertyGuru”) and its subsidiaries, which is the predecessor to the Company for financial reporting purposes. PropertyGuru became a wholly-owned subsidiary of the Company as part of the reorganisation (as described in Note 2) on 17 March 2022. The Company had no operations prior to the reorganisation. As a result of the Business Combination (as defined below), PropertyGuru became a wholly-owned subsidiary of the Company. The comparable consolidated financial statements as of December 31, 2021 and for the year ended December 31, 2021 represent the consolidated financial statements of PropertyGuru and its subsidiaries.
Reorganisation
On 17 March 2022 (“Closing Date”), PropertyGuru Group Limited consummated the previously announced business combination pursuant to the Business Combination Agreement, dated as of 23 July 2021 with Bridgetown 2 Holdings Limited (“Bridgetown 2”), B2 PubCo Amalgamation Sub Pte. Ltd. (“Amalgamation Sub”) and PropertyGuru.
In connection with the Business Combination, the ordinary shares, restricted stocks and warrants of the PropertyGuru were converted in accordance with the terms and conditions of the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, the Company and Bridgetown 2 entered into subscription agreements with third party investors. Pursuant to the agreements, the investors subscribed for and purchased from the Company an aggregate of
F-10
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
On the closing date of the Business Combination, the Company acquired all of the ordinary shares of PropertyGuru, in consideration for the issuance of ordinary shares of the Company, by way of exchanging
The Business Combination is accounted for as a capital reorganisation. The Business Combination, which is not within the scope of IFRS 3 Business Combination as Bridgetown 2 does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2 Share-based Payment. As such, the Business Combination is treated as the equivalent of the Company issuing shares at the closing of the Business Combination for the net assets of Bridgetown 2 as of the closing date, accompanied by a recapitalisation. The net assets of Bridgetown 2 are recorded at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s shares issued considering a fair value of PropertyGuru's shares of $
This amounts to S$
|
|
|
|
As of |
|
|
|
|
|
|
S$’000 |
|
|
Fair value of equity consideration issued by the Company |
|
|
|
|
|
|
Fair value of Bridgetown 2 Class A ordinary shares outstanding |
|
|
|
|
|
|
Fair value of Bridgetown 2 Class B ordinary shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bridgetown 2 net assets acquired |
|
|
|
|
|
|
Net cash proceeds from Bridgetown 2 |
|
|
|
|
|
|
Warrant liabilities (Note 21) |
|
|
|
|
( |
) |
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
Share listing expense |
|
|
|
|
|
F-11
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Acquisition
On 13 October 2022, the Company acquired
The purchase price allocation as of the date of acquisition in 2022 was based on a preliminary valuation and the fair values of the identifiable assets and liabilities at the acquisition date as included in the audited consolidated financial statements for the financial year ended 31 December 2022 were provisional.
The fair values were finalised in 2023 and the following table summarizes the difference between the provisional and the finalised fair values of the assets/liabilities assumed and related goodwill acquired from Sendtech. Consequently, certain amounts in the prior period have been re-presented.
|
|
|
|
As of |
|
|
As of |
|
||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
||
Total assets |
|
|
|
Finalised |
|
|
Provisional |
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Internally developed computer software (Note 15(e)) |
|
|
|
|
|
|
|
|
||
Intangible asset |
|
|
|
|
|
|
|
|
||
Trade and other receivables |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
|
||
Borrowings |
|
|
|
|
( |
) |
|
|
( |
) |
Trade and other payables |
|
|
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
( |
) |
|
|
( |
) |
Deferred tax liabilities |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Net identifiable assets/(liabilities) acquired |
|
|
|
|
|
|
|
( |
) |
|
Add: goodwill |
|
|
|
|
|
|
|
|
||
Total purchase consideration |
|
|
|
|
|
|
|
|
Goodwill, which is non-deductible for tax purposes, represents the excess of the purchase consideration over the fair value of the net tangible and intangible assets acquired and is primarily attributable to the expected synergies at the time of the acquisition.
F-12
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.
Interpretations and amendments to published standards effective in 2023
On 1 January 2023, the Group has adopted the new or amended IFRS and interpretations issued by the IFRS Interpretations Committee (IFRS IC) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and IFRS IC.
The adoption of these new or amended IFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
The Group generates revenue from Agents, primarily on an individual subscription basis, and from Developers, predominantly from display advertising and content marketing. Other than Vietnam, the Group primarily generates Agent revenue on a subscription basis, whereby Agents typically pay upfront fees for an annual subscription. The agents can select between one of three or four annual subscription packages, with each subscription package providing a different number of concurrent listings and discretionary credits. Higher tier subscription packages offer access to more features including comparable listing insights, monthly advertising and floor plan credits. Agents can use discretionary credits to list properties and can purchase optional premium products and add-ons to increase the prominence of their current listings on the Group’s digital property classifieds marketplaces. Agents can purchase additional discretionary credits to supplement those included in their subscription package, or they can purchase certain features directly on a cash basis. In Vietnam, the Group offers a pay-as-you-go model, whereby Agents pay for each individual property listing and additional features as required. This model is specific to and effective in the Vietnamese market, where there is a large proportion of Agents that are part-time or casual, and therefore their ability to finance and/or desire to lock into annual subscriptions is currently limited.
F-13
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The Group’s main source of revenue from Developers consists of online advertising revenue, with fees based on the duration as well as the prominence of advertising. Developer revenue also includes revenue generated from organising annual property awards ceremonies in various countries as part of the Group’s Awards business and from hosting industry events at which Developers can buy booths to promote their businesses and recent property developments.
The Group also earns revenue from the provision of review and management support services to Developers. Review services include writing of articles and posting of videos to promote Developers’ properties.
The Group generates fintech and data revenue from financial institutions, insurance providers and property valuers through services on loan referral, insurance referral and data solutions. The Group provides loan and insurance referral services to property buyers from an array of loan and insurance products from various financial institutions and insurance providers respectively and earns referral fees from these parties. Fintech and data revenue also include revenue generated from collecting, aggregating and analysing property market data and providing technology solution in the property market field. The Group also earns commission fee from home services performed by vendors as a result of consumer booking via the Sendhelper platform.
The Group recognises revenue based on the principles of IFRS 15 Revenue from Contracts with Customers. All performance obligations and its transaction price within the contract can be separately identified. Revenue is recognised when each performance obligation is satisfied. For performance obligations satisfied over time, the Group selects an appropriate measure of progress to determine how much revenue is recognised as the performance obligation is satisfied.
The customers are invoiced at the start of the service period.
F-14
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Revenue from events is recognised on the date that the event takes place. The customers may be invoiced upfront.
Review services revenue is recognised at a point in time when the articles and videos are posted on the website. The customers are invoiced upon service being rendered.
The financial institutions and insurance providers are invoiced upon loan approval and insurance policy inception.
The customers are invoiced upon service rendered for data solutions.
Developers are invoiced at the start of the service period.
(iv) Revenue from home services via Sendhelper platform is recognised on a net basis at a point in time upon completion of a successful rendering of household services by the third-party service providers to consumers.
All contract liabilities for consideration received for unsatisfied performance obligations is classified and presented in the consolidated balance sheet as deferred revenue.
F-15
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Grants from the government are recognised as a receivable at their fair value when there is reasonable assurance that the grant will be received and the Group will comply with all the attached conditions.
Government grants receivable are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the assets.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Group. They are shown separately in the consolidated statements of comprehensive loss, consolidated statements of changes in shareholders’ equity/(deficiency), and consolidated balance sheets. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
F-16
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The acquisition method of accounting is used to account for business combinations entered into by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair value at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to Note 3.6(a) for the accounting policy on goodwill.
When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” in respect of that entity are also reclassified to the consolidated statements of comprehensive loss or transferred directly to retained earnings if required by a specific Standard.
F-17
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in the consolidated statements of comprehensive loss.
Plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The initial estimate of the cost of dismantlement, removal or restoration is recognised as part of the cost of plant and equipment if such obligation is incurred as a consequence of acquiring or using the assets.
Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:
|
|
Useful lives |
|
Leasehold improvements |
|
|
Computers |
|
|
Furniture and equipment |
The residual values, estimated useful lives and depreciation method of plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the consolidated statements of comprehensive loss when the changes arise.
F-18
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Subsequent expenditure relating to plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in the consolidated statements of comprehensive loss when incurred.
On disposal of an item of plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in the consolidated statements of comprehensive loss within “Other gains/(losses) - net”.
Goodwill on acquisitions of subsidiaries and businesses represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired. Goodwill on subsidiaries is recognised separately as intangible assets and carried at cost less accumulated impairment losses.
Gains and losses on the disposal of subsidiaries include the carrying amount of goodwill relating to the entity sold.
Brands are the name, term, design, symbol, or any other feature that identifies one seller’s good or service as distinct from those of other sellers. Domain names are a string of letters, numbers, and hyphens that is used to define the location of a website. Trademarks are the legal right to exclusively use a symbol, name, phrase or logo.
F-19
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Trademarks, brands and domain names acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over 3 to 20 years, which is the shorter of their estimated useful lives or periods of contractual rights.
Acquired computer software are initially capitalised at cost which includes the purchase prices (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditures including employee costs, which enhance or extend the performance of computer software beyond its specifications and which can be reliably measured, are added to the original cost of the software. Costs associated with maintaining the computer software are expensed off when incurred.
Computer software are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over their estimated useful lives of 3 to 5 years.
Property data consist of purchase of property transaction data and auction data. Property data is initially capitalised at cost and subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using the straight-line method over their estimated useful lives of 3 years.
F-20
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Development costs mainly relate to developed computer software programmes. Such computer software programmes that do not form an integral part of other related hardware is treated as an intangible asset. Development costs that are directly associated with development and acquisition of computer software programmes by the Group are capitalised as intangible assets when the following criteria are met:
Direct costs include salaries and benefits for employees on engineering and technical teams who are responsible for building new computer software programmes as well as improving existing computer software programmes.
Expenditure that enhances or extends the performance of computer software programmes beyond their original specifications and which can be reliably measured is added to the original cost of the software. Costs associated with maintaining computer software programmes are recognised as an expense when incurred.
Completed development costs in progress are reclassified to internally developed computer software on completion. These internally developed computer software are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the consolidated statements of comprehensive loss using a straight-line method over their estimated useful lives of 3 years. Development cost in progress is not amortised.
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in the consolidated statements of comprehensive loss when the changes arise.
F-21
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Goodwill recognised separately as an intangible asset is tested for impairment annually or whenever there is indication that the goodwill may be impaired.
For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”) expected to benefit from synergies arising from the business combination.
An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.
The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.
Plant and equipment
Right-of-use assets
Intangible assets with finite useful lives, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
F-22
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Plant and equipment
Right-of-use assets (continued)
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the consolidated statements of comprehensive loss, unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.
For an asset other than goodwill, management assesses at the end of the reporting period whether there is any indication that an impairment recognised in prior periods may no longer exist or may have decreased. If any such indication exists, the recoverable amount of that asset is estimated and may result in a reversal of impairment loss. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognised in the consolidated statements of comprehensive loss.
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.
F-23
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Group reclassifies debt instruments when and only when its business model for managing those assets changes. Debt instruments mainly comprise of cash and cash equivalents and trade and other receivables.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets.
The Group’s debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the consolidated statements of comprehensive loss when the asset is derecognised or impaired. Interest income from these financial assets is included in interest income using the effective interest method.
The Group assesses on a forward-looking basis the expected credit losses (“ECL”) associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by the IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
F-24
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised in the consolidated statements of comprehensive loss. Any amount previously recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” relating to that asset is reclassified to “Other gains/(losses) - net” of the consolidated statements of comprehensive loss.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statements of comprehensive loss over the period of the borrowings using the effective interest method.
Preference shares which are mandatorily redeemable on a specific date are classified as liabilities.
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method.
F-25
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
When the Group is the lessee:
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
The Group recognised a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The initial measurement of lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.
Lease payments include the following:
The Group has elected to not separate lease and non-lease components for its leases and account for these as one single lease component.
The lease liability is measured by increasing the carrying amount that produces a constant periodic rate of interest on the remaining balances with the amount of the lease liabilities and reducing it by lease payments made. Lease liability shall be remeasured when:
Lease liabilities are remeasured with a corresponding adjustment to the right-of-use asset, or is recorded in the consolidated statements of comprehensive loss if the carrying amount of the right-of-use asset has been reduced to zero.
F-26
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.
Deferred income tax is measured:
Current and deferred income taxes are recognised as income or expense in the consolidated statements of comprehensive loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Group accounts for investment tax credits (for example, productivity and innovative credit) similar to accounting for other tax credits where deferred tax asset is recognised for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as finance cost.
Changes in the estimated timing or amount of expenditure or discount rate are recognised in the consolidated statements of comprehensive loss when the changes arise.
F-27
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Provision for reinstatement costs relate to the cost of dismantling and removing assets and restoring the premises to its original condition as stipulated in the lease agreements.
The Group recognises the estimated costs of dismantlement, removal or restoration of items of its right-of-use assets arising from the acquisition or use of assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value of money. Changes in the estimated timing or amount of the expenditure or discount rate for asset dismantlement, removal and restoration costs are adjusted against the cost of the related right-of-use asset, unless the decrease in the liability exceeds the carrying amount of the asset or the asset has reached the end of its useful life. In such cases, the excess of the decrease over the carrying amount of the asset or the changes in the liability is recognised in the consolidated statements of comprehensive loss immediately.
Employee benefits are recognised as an expense unless the cost qualifies to be capitalised as an asset.
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.
The Group operates several equity-settled, share-based compensation plans. The value of the employee services received in exchange for the grant of shares and options is recognised as an expense with a corresponding increase in the share reserve over the vesting period. The total amount to be recognised over the vesting period is determined by reference to the fair value of the shares and options on the respective grant dates. Non-market and market vesting conditions are included in the estimation of the number of shares under options that are expected to become exercisable on the vesting date.
F-28
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
At each balance sheet date, the Group revises its estimates of the number of shares and options that are expected to vest or become exercisable on the vesting date and recognises the impact of the revision of the estimates in the consolidated statements of comprehensive loss, with a corresponding adjustment to the share reserve over the remaining vesting period.
When the options are exercised, the proceeds received (net of transaction costs) and the vested balance previously recognised in the share reserve are credited to share capital account, when new ordinary shares are issued, or to the “treasury shares” account, when treasury shares are re-issued to the employees.
Defined benefit plans are post-employment benefit pension plans other than defined contribution plans. Defined benefit plans typically define the amount of benefit that an employee will receive on or after retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the consolidated balance sheets in respect of a defined benefit pension plan is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields of high quality corporate bonds that are denominated in the currency in which the benefits will be paid, and have tenures approximating to that of the related post-employment benefit obligations.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” in the period when they arise. The experience adjustments are not to be reclassified to the consolidated statements of comprehensive loss in a subsequent period.
Past service costs are recognised immediately in the consolidated statements of comprehensive loss.
F-29
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the parent company within the Group is United States dollars (“US$”). The financial statements are presented in Singapore Dollars (“S$”) as the Group’s operations and major transactions are substantially based in Singapore.
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the consolidated statements of comprehensive loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in the consolidated statements of comprehensive loss within “Other comprehensive income/(loss)” and accumulated in translation reserve.
When a foreign operation is disposed off, a proportionate share of the accumulated currency translation differences is reclassified to the consolidated statements of comprehensive loss, as part of the gain or loss on disposal.
Foreign exchange gains and losses that relate to borrowings are presented in the consolidated statements of comprehensive loss within “Finance cost”. All other foreign exchange gains and losses impacting the consolidated statements of comprehensive loss are presented within “Other gains/(losses) - net”.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
F-30
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
For the purpose of presentation in the consolidated statements of cash flows, cash is cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
When any entity within the Group purchases the Group’s ordinary shares (“treasury shares”), the carrying amount which includes the consideration paid and any directly attributable transaction cost is presented as a component within equity attributable to the Group’s equity holders, until they are cancelled, sold or reissued.
F-31
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share capital account if the shares are purchased out of capital of the Group, or against the retained earnings of the Group if the shares are purchased out of earnings of the Group.
When treasury shares are subsequently sold or reissued pursuant to an employee share option scheme, the cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or reissue, net of any directly attributable incremental transaction costs and related income tax, is recognised in capital reserve.
Non-redeemable preference shares are classified as equity.
Bridgetown 2 warrants which were exchanged for warrants of the Company are classified as liabilities. They are initially recognised at its fair value on the date of exchange and is subsequently carried at its fair value. Changes in fair value are recognised in the consolidated statements of comprehensive loss as "Other gains/(losses) – net".
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.
PropertyGuru warrants which were exchanged for warrants of the Company are classified as equity. Before the Business Combination, warrants were recorded at historical proceeds received as of the date of issuance and were not subsequently remeasured on the date of exchange. Incremental costs directly attributable to the issuance of new warrants are deducted against the warrant reserve account. Expired warrants are reclassified from warrant reserve to accumulated losses under equity.
Basic earnings/(loss) per share is calculated by dividing:
F-32
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings per share to take into account:
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) whose members are responsible for allocating resources and assessing performance of the operating segments.
F-33
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Goodwill is tested for impairment annually.
Goodwill is allocated to the CGUs identified by the Group which comprise of Marketplace by countries, Sendhelper and Data.
In 2022, the award business has become an intrinsic part of the local developer product mix and were allocated to Marketplace country CGUs on a revenue share basis.
The goodwill of S$
The goodwill of S$
The recoverable amount of goodwill and the associated CGU of Vietnam and Malaysia marketplace have been determined based on their fair values less costs to sell (“FVLCTS”).
The determination of the FVLCTS of the CGUs requires the use of estimates (Note 15(a)). The results of the impairment review undertaken for the year on the Group’s goodwill indicated that no impairment charge was necessary. Specific estimates and the sensitivity analysis are disclosed in Note 15(a).
The Group’s internally developed computer software and development cost in progress are capitalised based on management judgements relating to whether the criteria in Note 3.6(e) are met. Critical judgement is required in determining whether the expenditure enhances or extends the performance of computer software programmes beyond their original specifications or whether the costs are associated with maintaining computer software programmes. The carrying amounts of internally developed computer software and development cost in progress are disclosed in Note 15(e) and 15(f) respectively.
In 2023, a
F-34
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The Group’s operating segments are reported in a manner consistent with the internal reporting provided to the CODM, which is the Leadership Team, comprising of the Chief Executive Officer, Chief Financial Officer, Managing Director Marketplaces, Managing Director Fintech / Chief Technology Officer, Managing Director Data and Software Solutions, Chief Marketing Officer and Chief People Officer.
The Group has five reportable segments, namely four Marketplaces and Fintech and Data services. The Marketplaces segments consist of core listing marketplace for agents and developer marketing solutions business in four primary geographic areas, namely Singapore, Vietnam, Malaysia and Other Asia (comprising Thailand and Indonesia). Each of these geographic Marketplaces segments has different political and economic conditions as well as market factors and strategic initiatives which influence performance. Furthermore, each geographic Marketplace segment represents a business in different stages of development (with Singapore being the most mature and Other Asia still considered by management to be a developing market).
The Fintech and Data segment consists of the digital mortgage marketplace business, PropertyGuru Finance and Sendhelper. Propertyguru Finance was launched in March 2020 where commission is earned from financial institutions on each mortgage brokered and from insurance providers on each insurance policy’s inception, and the data business involving provision of data services to developers, agents, banks and property valuers. Sendhelper is a home services booking platform which was acquired as part of the Sendtech Pte. Ltd. acquisition in October 2022.
Assets and liabilities are not reviewed when making decisions about allocation of resources to the segments by the CODM.
F-35
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The table below shows the segment information provided to the CODM for the reportable segments for the years ended 31 December 2023, 2022, and 2021.
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Marketplaces |
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Singapore |
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Vietnam |
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Malaysia |
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Other |
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Fintech and |
|
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Total reportable segments |
|
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|
S$’000 |
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S$’000 |
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S$’000 |
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S$’000 |
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S$’000 |
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S$’000 |
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2023 |
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Revenue from external customers |
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Adjusted EBITDA |
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( |
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|
|
|
|
||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
F-36
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
A reconciliation of adjusted EBITDA to loss before income tax is provided as follows:
|
|
2023 |
|
|
2022* |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Adjusted EBITDA of reportable segments |
|
|
|
|
|
|
|
|
|
|||
Headquarters cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Changes in fair value of warrant liabilities, preferred shares and |
|
|
|
|
|
|
|
|
( |
) |
||
Finance income/(costs) - net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Depreciation and amortisation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Share grant and option expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Others losses - net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Business acquisition transaction and integration cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Legal and professional expenses incurred for IPO |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Share listing expense |
|
|
|
|
|
( |
) |
|
|
|
||
Restructuring cost |
|
|
( |
) |
|
|
|
|
|
|
||
Loss before income tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
*Certain amounts in the prior year have been re-presented to reflect the remeasurement period adjustments, as required by IFRS 3, in respect of updates to the accounting for the acquisition of Sendtech in October 2022.
Headquarters costs are costs of personnel that are based predominantly in its Singapore headquarters and certain key personnel in Malaysia and Thailand, and that service the group as a whole, consisting of its executive officers and its group marketing, technology, product, human resources, finance and operations teams, as well as platform IT costs (hosting, licensing, domain fees), workplace facilities costs, corporate public relations retainer costs and professional fees such as audit, legal and consultant fees.
The CODM uses adjusted EBITDA as a measure to assess the performance of the segments. This excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as changes in fair value of warrant liabilities, preferred shares and embedded derivatives, finance cost, depreciation and amortisation, income tax expense, impairments when the impairment is the result of an isolated, non–recurring event, share grant and option expenses, loss on disposal of plant and equipment and intangible assets, currency translation loss, business acquisition transaction and integration cost, legal and professional expenses incurred for IPO, share listing expense and restructuring cost.
F-37
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Agent revenue |
|
|
|
|
|
|
|
|
|
|||
- Subscription |
|
|
|
|
|
|
|
|
|
|||
- Agent discretionary |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Developer revenue |
|
|
|
|
|
|
|
|
|
|||
- Advertising activities |
|
|
|
|
|
|
|
|
|
|||
- Events |
|
|
|
|
|
|
|
|
|
|||
- Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Fintech and data |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Revenue recognised |
|
|
|
|
|
|
|
|
|
|||
- At a point in time |
|
|
|
|
|
|
|
|
|
|||
- Over time |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
Marketplaces |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Singapore |
|
|
Vietnam |
|
|
Malaysia |
|
|
Other |
|
|
Fintech and data |
|
|
Total reportable segments |
|
||||||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Agent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fintech and data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Agent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fintech and data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Agent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fintech and data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revenue from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue recognition criteria for each of these revenue streams is stated in Note 3.2.
As permitted under IFRS 15, the remaining unsatisfied performance obligations are not disclosed as these performance obligations are part of contracts that have an original expected duration of one year or less. There is no consideration from contracts with customers not included in the transaction price.
F-38
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
|
|
31 December |
|
|
1 January |
|
||||||
|
|
Note |
|
2023 |
|
|
2022 |
|
|
2022 |
|
|||
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|
The change in deferred revenue is mainly due to the increase in unsatisfied performance obligations at the end of the financial year.
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Revenue recognised in current period that was included in the |
|
|
|
|
|
|
|
|
|
|
|
31 December |
|
|
1 January |
|
||||||
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Current assets |
|
|
|
|
|
|
|
|
|
|||
Trade receivables from contracts with customers (Note 14(a)) |
|
|
|
|
|
|
|
|
|
|||
Loss allowances (Note 14(a)) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Interest income |
|
|
|
|
|
|
|
|
|
|||
Government grants |
|
|
|
|
|
|
|
|
|
|||
- Job Support Scheme |
|
|
|
|
|
|
|
|
|
|||
- Job Growth Incentive |
|
|
|
|
|
|
|
|
|
|||
- Others |
|
|
|
|
|
|
|
|
|
|||
Rent concession |
|
|
|
|
|
|
|
|
|
|||
Refund of indirect tax penalty |
|
|
527 |
|
|
|
— |
|
|
|
— |
|
Others |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
Grant income of S$
F-39
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Loss on disposal of plant and equipment and intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Gain on lease modification |
|
|
|
|
|
|
|
|
|
|||
Fair value loss on Series B, D1, E, and F conversion option (Note 27(e)) |
|
|
|
|
|
|
|
|
( |
) |
||
Fair value gain on warrant liabilities |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
( |
) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
( |
) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
Wages and salaries |
|
|
|
|
|
|
|
|
|
|
|||
Directors' fees* |
|
|
|
|
|
|
|
|
|
|
|||
Employer's contribution to defined contribution plans |
|
|
|
|
|
|
|
|
|
|
|||
Other employee benefits |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
*
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Interest expenses: |
|
|
|
|
|
|
|
|
|
|||
- Convertible notes |
|
|
|
|
|
|
|
|
|
|||
- Leases (Note 17(b)) |
|
|
|
|
|
|
|
|
||||
- Borrowings |
|
|
|
|
|
|
|
|
|
|||
Accretion expenses arising from redeemable convertible |
|
|
|
|
|
|
|
|
|
|||
Others |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
F-40
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Tax expense attributable to profit is made up of: |
|
|
|
|
|
|
|
|
|
|||
- Current income tax |
|
|
|
|
|
|
|
|
|
|||
- (Over)/Under provision of income tax in prior financial year |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
- Current deferred income tax charge/(credit) (Note 23) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
- Under/(Over) provision of deferred income tax in prior financial year |
|
|
|
|
|
( |
) |
|
|
|
||
- Withholding tax |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
( |
) |
The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the Singapore standard rate of income tax as follows:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Loss before tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax calculated at tax rate of |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effects of: |
|
|
|
|
|
|
|
|
|
|||
- Different tax rates in other countries |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
- Expenses not deductible for tax purposes |
|
|
|
|
|
|
|
|
|
|||
- Income not subject to tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
- Fair value losses on financial instruments |
|
|
|
|
|
|
|
|
|
|||
- Utilisation of previously unrecognised tax losses |
|
|
|
|
|
|
|
|
|
|||
- Utilisation of previously unrecognised capital allowances |
|
|
|
|
|
|
|
|
( |
) |
||
- Utilisation of previously unrecognised merger and acquisition allowances |
|
|
|
|
|
( |
) |
|
|
|
||
- Deferred tax assets not recognised |
|
|
|
|
|
|
|
|
|
|||
- Withholding tax |
|
|
|
|
|
|
|
|
|
|||
- (Over)/Under provision of income tax in prior financial year |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
- Under/(Over) provision of deferred income tax in prior financial year |
|
|
|
|
|
( |
) |
|
|
|
||
Tax expense/(credit) |
|
|
|
|
|
|
|
|
( |
) |
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Beginning of financial year |
|
|
|
|
|
|
||
Income tax paid |
|
|
( |
) |
|
|
( |
) |
Tax expense |
|
|
|
|
|
|
||
(Over)/Under provision in prior financial year |
|
|
( |
) |
|
|
|
|
Currency translation adjustments |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
F-41
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The Group calculates loss per share by dividing loss for the period attributable to the shareholders of the parent by the weighted average number of shares outstanding during the period.
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
$ per share |
|
|
$ per share |
|
|
$ per share |
|
|||
Total basic loss per share attributable to the ordinary equity |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
$ per share |
|
|
$ per share |
|
|
$ per share |
|
|||
Total diluted loss per share attributable to the ordinary equity |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Basic loss per share |
|
|
|
|
|
|
|
|
|
|||
Loss attributable to the ordinary equity holders of the Group |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Diluted loss per share |
|
|
|
|
|
|
|
|
|
|||
Loss attributable to the ordinary equity holders of the Group |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
Weighted average number of ordinary shares used as the |
|
|
|
|
|
|
|
|
|
|||
Adjustments for calculation of diluted loss per |
|
|
|
|
|
|
|
. |
|
|||
Number of Series B preference shares |
|
|
|
|
|
|
|
|
* |
|||
Weighted average number of ordinary shares and |
|
|
|
|
|
|
|
|
|
*
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Cash on hand |
|
|
|
|
|
|
||
Cash at bank |
|
|
|
|
|
|
||
Short-term bank deposits |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
F-42
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Trade receivables - Non-related parties |
|
|
|
|
|
|
||
Trade receivables - Related parties |
|
|
|
|
|
|
||
Less: Allowance for impairment of receivables - non-related parties (Note 27(b)) |
|
|
( |
) |
|
|
( |
) |
Trade receivables - net |
|
|
|
|
|
|
||
Deposits |
|
|
|
|
|
|
||
Prepayments |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Deposits |
|
|
|
|
|
|
|
||
Prepayments |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
F-43
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Composition: |
|
|
|
|
|
|
||
Goodwill (Note 15(a)) |
|
|
|
|
|
|
||
Trademarks, brand and domain names (Note 15(b)) |
|
|
|
|
|
|
||
Acquired computer software (Note 15(c)) |
|
|
|
|
|
|
||
Property data (Note 15(d)) |
|
|
|
|
|
|
||
Internally developed computer software (Note 15(e)) |
|
|
|
|
|
|
||
Development cost in progress (Note 15(f)) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
During the financial year, the Board approved the plans to cease operations in the Indonesia marketplace and the plans to decommission FastKey. Consequently, an impairment of intangible assets of S$
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
Impairment during the year |
|
|
( |
) |
|
|
|
|
|
Acquisition of a subsidiary* |
|
|
|
|
|
|
|
||
End of financial year |
|
|
|
|
|
|
|
*
Impairment tests for goodwill
Goodwill is allocated to the Group’s CGUs identified as follows:
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Vietnam marketplace |
|
|
|
|
|
|
|
||
Malaysia marketplace1 |
|
|
|
|
|
|
|
||
Others2 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
2023 impairment assessment
The recoverable amounts of the Vietnam and Malaysia marketplaces CGUs were determined based on their FVLCTS. Assumptions used in the FVLCTS calculations include enterprise value / sales (“EV/S”) multiples.
Key assumptions used in FVLCTS calculations:
|
|
2023 |
|
|
Enterprise Value / Sales Multiple |
Vietnam marketplace |
|
|
Malaysia marketplace |
|
F-44
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
15. Intangible assets (continued)
Impairment tests for goodwill (continued)
In 2023, a reasonably possible change in the assumptions used in the FVLCTS of the Vietnam and Malaysia marketplaces will cause their carrying amounts to exceed their recoverable amounts.
The amounts by which the recoverable amounts exceeds their carrying amounts for those CGUs are as follows:
|
|
Headroom (S$'000) |
|
|
|
Vietnam marketplace |
|
|
|
|
|
Malaysia marketplace |
|
|
|
|
Based on a sensitivity analysis performed, a decrease in EV/S multiple by
2022 impairment assessment
In 2022, the recoverable amount was determined based on the value-in-use (VIU) whereby management determined budgeted revenue growth rates and EBIT margin based on past performance and its expectations of market developments. The discount rates used were pre-tax and reflected specific risks relating to the relevant segments. Terminal value was determined based on cashflows at the point the CGU has reached a steady state of growth. Terminal growth rates used were consistent with long term forecasts included in industry reports.
Cash flow projections used in the VIU calculations were based on financial budgets approved by management covering a five-years period.
|
|
2022 |
||||
|
|
Revenue growth |
|
Terminal growth |
|
Discount |
Vietnam marketplace |
|
|
|
|||
Malaysia marketplace |
|
|
|
|||
Others |
|
|
|
In 2022, based on a sensitivity analysis performed, management found recoverable amounts to be most sensitive to changes in revenue growth rates. A decrease in revenue growth rates by
Any reasonably possible change in the assumptions used in the value-in-use calculations of all CGUs will not cause their carrying amounts to exceed their recoverable amounts.
The annual impairment test for the years ended 31 December 2023 and 2022 on the Group's goodwill indicated that no impairment charge was necessary.
F-45
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
|
||
Acquisition of a subsidiary |
|
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Accumulated amortisation and impairment |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Amortisation charge |
|
|
|
|
|
|
|
||
Impairment charge |
|
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
Currency revaluation adjustments |
|
|
|
|
|
( |
) |
|
|
End of financial year |
|
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Cost |
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
||
Reclassification from internally developed computer software |
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
||
Accumulated amortisation |
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
||
Amortisation charge |
|
|
|
|
|
|
||
Reclassification from internally developed computer software |
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
F-46
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
|
|
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Accumulated amortisation |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Amortisation charge |
|
|
|
|
|
|
|
||
Disposals during the year |
|
|
( |
) |
|
|
|
|
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Acquisition of a subsidiary |
|
|
|
|
|
|
|
||
Transfers from development cost in progress |
|
|
|
|
|
|
|
||
Reclassification to acquired computer software |
|
|
|
|
|
( |
) |
|
|
Disposals during the year |
|
|
( |
) |
|
|
|
|
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Accumulated amortisation and impairment |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Amortisation charge |
|
|
|
|
|
|
|
||
Impairment charge |
|
|
|
|
|
|
|
||
Reclassification to acquired computer software |
|
|
|
|
|
( |
) |
|
|
Disposals during the year |
|
|
( |
) |
|
|
|
|
|
Transfer from development cost in progress |
|
|
|
|
|
|
|
||
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
|
F-47
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
|
||
Transfers to internally developed computer software |
|
|
( |
) |
|
|
( |
) |
|
Write off during the year |
|
|
( |
) |
|
|
( |
) |
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Accumulated impairment |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Impairment charge |
|
|
|
|
|
|
|
||
Transfers to internally developed computer software |
|
|
|
|
|
( |
) |
|
|
Impairment written off during the year |
|
|
( |
) |
|
|
|
|
|
Currency revaluation adjustments |
|
|
|
|
|
( |
) |
|
|
End of financial year |
|
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
|
The additions in development cost in progress included an amount of S$
F-48
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
Leasehold |
|
|
Computers |
|
|
Furniture and |
|
|
Total |
|
||||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation charge |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment charge |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment written off during the year |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasehold |
|
|
Computers |
|
|
Furniture, |
|
|
Total |
|
||||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reclassification |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation charge |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposals during the year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
F-49
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Nature of the Group’s leasing activities
Property and office equipment
The Group leases office space and office equipment for the purpose of back office operations.
Right-of-use (“ROU”) assets:
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Cost |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
|
||
Expiration of leases |
|
|
|
|
|
( |
) |
|
|
Shortening of leases |
|
|
( |
) |
|
|
( |
) |
|
Renewal and modification of leases |
|
|
|
|
|
|
|
||
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Depreciation charge |
|
|
|
|
|
|
|
||
Impairment charge |
|
|
|
|
|
|
|
||
Expiration of leases |
|
|
( |
) |
|
|
( |
) |
|
Shortening of leases |
|
|
|
|
|
( |
) |
|
|
Impairment written off during the year |
|
|
( |
) |
|
|
|
|
|
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Net book value |
|
|
|
|
|
|
|
Lease liabilities:
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Current |
|
|
|
|
|
|
|
||
Non-current |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
2023 |
|
2022 |
|
|
2021 |
|
|
||
|
|
S$’000 |
|
S$’000 |
|
|
S$’000 |
|
|
||
Interest expense on lease liabilities |
|
|
|
|
|
|
|
|
F-50
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
Short-term lease expense |
|
|
|
|
|
|
|
|
|
|
|||
Low-value lease expense |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
|
|
Extension option
The leases for certain office space contain extension periods, for which the related lease payment had not been included in lease liabilities as the Group is not reasonably certain to exercise these extension options. The Group negotiates extension options to maximise operational flexibility in terms of managing the assets used in the Group’s operations. Extension options are exercisable by the Group and not by the lessor.
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Trade payables - non-related parties |
|
|
|
|
|
|
|
||
Accrued operating expenses |
|
|
|
|
|
|
|
||
Accrued employee expenses |
|
|
|
|
|
|
|
||
Other payables |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Trade payables - non-related parties |
|
|
|
|
|
|
|
||
Accrued employee expenses |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
F-51
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
Series B |
|
|
Series D1 |
|
|
Series E |
|
|
Series F |
|
|
Total |
|
|||||||||||||||||||||
|
|
Number of |
|
|
Amount |
|
|
Number of |
|
|
Amount |
|
|
Number of |
|
|
Amount |
|
|
Number of |
|
|
Amount |
|
|
Amount |
|
|||||||||
|
|
|
|
|
S$’000 |
|
|
|
|
|
S$’000 |
|
|
|
|
|
S$’000 |
|
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|||||||||
Financial liability |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accretion cost on Series B, D1, E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Conversion of redeemable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series C |
|
|
Series D2 |
|
|
Total |
|
|||||||||||
|
|
Number |
|
|
Amount |
|
|
Number of |
|
|
Amount |
|
|
Amount |
|
|||||
|
|
|
|
|
S$’000 |
|
|
|
|
|
S$’000 |
|
|
S$’000 |
|
|||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Conversion of non-redeemable convertible |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 3 August 2021, upon the completion of the acquisition of
F-52
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
On 23 December 2020, the Group entered into a S$
The term loan facility would have matured in
On 7 July 2022, the Group repaid all outstanding loans of the facility.
As at 31 December 2023 and 31 December 2022, the Group had
F-53
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
In connection with the Business Combination, Bridgetown 2’s
The private placement warrants that were exchanged for warrants of the Company were considered to be part of the net assets acquired and therefore, management applied the provisions of debt and equity classification under IAS 32 Financial Instruments: Presentation (“IAS 32”). In accordance with IAS 32, a contract to issue a variable number of shares fails to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognized in the consolidated statement of comprehensive loss at each reporting date. As these warrants include contingent settlement provisions that introduce potential variability to the settlement amounts of the warrants, dependent on the occurrence of some uncertain future events, the warrants are accounted for as derivative financial liabilities at fair value, with changes in fair value recognised within “Other gains/(losses) – net” within the consolidated statements of comprehensive loss.
The Group applied a Black Scholes pricing model to estimate the fair value of the warrant liabilities. The significant inputs into the model are shown below.
|
|
31 December 2023 |
|
|
31 December 2022 |
|
|
17 March 2022 |
|
|||
Share price |
|
US$ |
|
|
US$ |
|
|
US$ |
|
|||
Exercise price/warrant |
|
US$ |
|
|
US$ |
|
|
US$ |
|
|||
Expected volatility |
|
|
% |
|
|
% |
|
|
% |
|||
Dividend yield |
|
|
|
|
|
|
||||||
Expected term (years) |
|
|
|
|
|
|
|
|||||
Annual risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
Expected volatility was determined based on the historical volatility of comparable public-listed companies. The fair value of warrants decreased from US$
F-54
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Reinstatement costs
Provision for reinstatement costs relate to the cost of dismantling and removing assets and restoring the premises to its original condition as stipulated in the lease agreements. The Group expects to incur the liability upon termination of the leases between April 2024 to November 2026.
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
Additions |
|
|
|
|
|
|
|
||
Accretion cost |
|
|
|
|
|
|
|
||
Reversal during the year |
|
|
( |
) |
|
|
( |
) |
|
Provision utilised during the year |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
|
||
Non-current |
|
|
|
|
|
|
|
||
End of financial year |
|
|
|
|
|
|
|
F-55
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same taxation authority.
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Deferred tax assets |
|
|
( |
) |
|
|
( |
) |
Deferred tax liabilities |
|
|
|
|
|
|
||
Net deferred tax liabilities |
|
|
|
|
|
|
Movement in deferred income tax liabilities is as follows:
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Currency revaluation adjustments |
|
|
( |
) |
|
|
( |
) |
|
Acquisition of subsidiaries |
|
|
|
|
|
|
|
||
Current deferred income tax charge/(credit) (Note 11) |
|
|
|
|
|
( |
) |
|
|
Under/(Over) provision of deferred income tax in prior financial year (Note 11) |
|
|
|
|
|
( |
) |
|
|
End of financial year |
|
|
|
|
|
|
|
Deferred income tax assets are recognised for tax losses, capital allowances and merger and acquisition (“M&A”) allowances carried forward to the extent that realisation of the related tax benefits through future taxable profits is probable. The Group has unrecognised tax losses of S$
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Expiring in one year |
|
|
|
|
|
|
|
||
Expiring in two years |
|
|
|
|
|
|
|
||
Expiring in three years |
|
|
|
|
|
|
|
||
Expiring in four years |
|
|
|
|
|
|
|
||
Expiring beyond four years |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
F-56
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The movement in deferred income tax assets and liabilities (prior to offsetting of balances within the same tax jurisdiction) is as follows:
Deferred income tax liabilities
|
|
Accelerated tax depreciation |
|
|
Fair value |
|
|
ROU |
|
|
Others |
|
|
Total |
|
|||||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Currency translation adjustments |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Credited to profit or loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of financial year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Currency translation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Acquisition of business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charged/(credited) to profit or loss |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
||
End of financial year |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Deferred income tax assets
|
|
Lease |
|
|
Provisions |
|
|
Tax loss |
|
|
Unutilised capital allowance |
|
|
Total |
|
|||||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of financial year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Charged/(credited) to profit or loss |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
End of financial year |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of financial year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Currency translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charged/(credited) to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
End of financial year |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
F-57
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
Issued share capital |
|
Number of |
|
|
Number of |
|
|
Number of |
|
|
|||
At 1 January |
|
|
|
|
|
|
|
|
|
|
|||
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|||
Shares issued to PIPE investors |
|
|
|
|
|
|
|
|
|
|
|||
Reorganisation |
|
|
|
|
|
|
|
|
|
|
|||
- Share exchange (see Note 2) |
|
|
|
|
|
|
|
|
|
|
|||
- Shares issued to holders of Class A and Class B ordinary shares of Bridgetown 2 |
|
|
|
|
|
|
|
|
|
|
|||
Conversion of preference shares to ordinary shares |
|
|
|
|
|
|
|
|
|
|
|||
At 31 December |
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
At 1 January |
|
|
|
|
|
|
|
|
|
|
|||
Issuance of shares |
|
|
|
|
|
|
|
|
|
|
|||
Shares issued to PIPE investors |
|
|
|
|
|
|
|
|
|
|
|||
Transaction cost in relation to issuance of PIPE shares |
|
|
|
|
|
( |
) |
|
|
|
|
||
Reorganisation |
|
|
|
|
|
|
|
|
|
|
|||
Conversion of preference shares to ordinary shares |
|
|
|
|
|
|
|
|
|
|
|||
At 31 December |
|
|
|
|
|
|
|
|
|
|
All issued ordinary shares are fully paid. Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.
As described in Note 2, upon closing of the Business Combination on 17 March 2022, all of the
As at 31 December 2021, the total number of ordinary shares of PropertyGuru outstanding is
As at 1 January 2022 and 31 December 2021, PropertyGuru Group Limited did not exist yet. The prior period share capital balances presented were that of PropertyGuru Pte. Ltd. for comparative purposes.
F-58
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
|
2023 |
|
|
2022 |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
Beginning of financial year |
|
|
|
|
|
|
||
Employee share grant and options schemes |
|
|
|
|
|
|
||
- Value of employee services (Note 9) |
|
|
|
|
|
|
||
- Shares issued |
|
|
( |
) |
|
|
( |
) |
Non-executive director share grant and options schemes |
|
|
|
|
|
|
||
- Value of services |
|
|
|
|
|
|
||
- Shares issued |
|
|
( |
) |
|
|
( |
) |
End of financial year |
|
|
|
|
|
|
As part of the Business Combination (Note 2),
The movements of the shares issued by PropertyGuru Pte. Ltd. in prior periods presented have been retrospectively adjusted to give effect to the share exchange (Note 2).
Employee Stock Compensation Plans
As of 31 December 2023, there were three employee stock compensation plans – the Employee Stock Option (“ESO Plan”), the Omnibus Equity Incentive Plan (“Omnibus Plan”) and the Non-Executive Directors Plan (“NED Plan”).
As of 30 June 2023, the grant date of the RSUs of the Company was fixed following the limitation in discretion by the Remuneration Committee and the Company accounted for this as a modification to the share plans. The modification did not lead to an incremental impact on fair value of the RSUs and Stock Options.
The objective of the ESO and Omnibus Plans is to promote the interests of the Group by providing the certain key personnel with an appropriate incentive to encourage them to continue their employment and to improve the growth, profitability and financial success of the Group. Accordingly, service and performance conditions are included as part of the vesting conditions. Upon vesting, awardees are issued options and/or restricted stock units (“RSUs”) of the Company.
The objective of the NED Plan is to promote the interests of the Group by providing non-executive directors of the Group with an appropriate incentive to encourage them to continue their employment as directors. Accordingly, service conditions are included as part of the vesting conditions. Upon vesting, awardees are issued options and/or restricted stock units (“RSUs”) of the Company.
The plans were taken over by the Company from PropertyGuru as part of the Business Combination. They are administered by the Remuneration Committee who are appointed members of the Board of Directors and are accounted for as equity-settled share plans.
The exercise price of the options was determined by the valuation of PropertyGuru’s ordinary shares immediately preceding the date of awards.
The RSUs are a combination of time-based and performance-based RSUs. The performance-based RSUs were attached with both market and non-market performance target vesting conditions. The Company had engaged with an independent external valuer to perform a valuation on the market performance target condition on the relative total shareholder return (“TSR”) using the Monte Carlo simulation to forecast the future prices and TSR of the Company and Russell Index.
F-59
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Employee Stock Compensation Plans (continued)
The fair value of options granted under the plans are determined using the Black-Scholes Option Pricing Model. The significant inputs into the model are shown below:
Share prices |
|
$ |
Exercise price |
|
$ |
Expected volatilities |
|
|
Dividend yield |
|
|
Option life |
|
Up to |
Annual risk-free interest rates |
|
The volatilities applied were based on the historical volatility of comparable public-listed companies.
The fair value of RSUs subject to the relative TSR market performance target condition granted under the plans are determined using the Monte Carlo simulation estimated using the share price on the respective grant dates. The significant inputs in the model are shown below:
Period between grant date and performance end date |
|
|
Time interval |
|
|
Expected volatilities (PG) |
|
|
Expected volatilities (Russell Index) |
|
|
Average correlation coefficient to Russell Index |
|
|
Annual risk-free interest rates |
|
Stock options outstanding at the end of the year have the following weighted average remaining contractual life:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||||||||||||||
Exercise price |
|
Stock |
|
|
Weighted |
|
|
Stock |
|
|
Weighted |
|
|
Stock |
|
|
Weighted |
|
|
||||||
$3.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$3.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$4.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$7.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$8.81* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Stock Option for NED (Note 25(b))
F-60
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Employee Stock Compensation Plans (continued)
Set out below are summaries of options granted under the ESO plan:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||||||||||||||
|
|
Weighted average |
|
|
Number of |
|
|
Weighted average |
|
|
Number of |
|
|
Weighted average |
|
|
Number of |
|
|
||||||
Beginning of financial year |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
||||||
Exercised during the year |
|
$ |
|
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
|||
Forfeited during the year |
|
$ |
|
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
$ |
|
|
|
( |
) |
|
|||
End of financial year |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
||||||
Vested and exercisable at |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
Set out below are summaries of options granted under the NED plan:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||||||||||||||
|
|
Weighted average |
|
|
Number of |
|
|
Weighted average |
|
|
Number of |
|
|
Weighted average |
|
|
Number of |
|
|
||||||
Beginning and end of |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vested and exercisable at |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
F-61
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Employee Stock Compensation Plans (continued)
Group |
|
Beginning of |
|
|
Granted during |
|
|
Vested during |
|
|
Forfeited during |
|
|
End of |
|
|||||
2023 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
2022 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
2021 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
Set out below are summaries of RSUs granted under the Omnibus plan:
Group |
|
Beginning of |
|
|
Granted during |
|
|
Vested during |
|
|
Forfeited during |
|
|
End of |
|
|||||
2023 |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||
2022 |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||
2021 |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
In 2023, the weighted average fair value of RSUs granted under the Omnibus Plan was $
On 12 October 2018, PropertyGuru issued a total of
In connection with the Business Combination, the
In September 2022, the warrants issued by PropertyGuru and exchanged for warrants in the Company, expired. Consequently, amounts in the warrant reserve were classified into retained earnings.
F-62
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Financial risk factors
The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management strategy seeks to minimise any adverse effects from the unpredictability of financial markets on the Group’s financial performance.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group.
The Group operates in South East Asia with operations in Singapore, Malaysia, Indonesia, Thailand and Vietnam.
Currency risk arises within entities in the Group when transactions are denominated in foreign currencies other than the functional currency of the entities within the Group. The Group’s business operations are not exposed to significant foreign currency risks as it has no significant transactions denominated in foreign currency of the entities within the Group.
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market interest rates. As the Group have no variable interest-bearing financial instrument, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group also has no fixed interest-bearing financial instruments as at the year end and is hence not exposed to fair value interest rate risks arising from fixed interests.
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations.
Risk management
The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets, the Group minimise credit risk by holding its cash and deposits at major financial institutions in the respective locations of the Group's operations. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk exposure by trading only with recognised and creditworthy third parties. Only customers who have undergone credit verification procedures are allowed to trade on credit.
As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the consolidated balance sheet.
F-63
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Credit rating
The Group considers the probability of default upon initial recognition of assets and identifies any significant increase in credit risk quarterly. The age of the receivable, whether the invoices are disputed and indications of a debtor's commitment to settle are factors considered when the Group assesses significant increase in credit risk.
The following indicators are incorporated:
A significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment, as determined by the Group’s historical collections records.
The Group defines a financial instrument as default, which is fully aligned with the definition of credit-impaired, when it meets one or more of the following criteria:
Quantitative criteria:
The Group defines a financial instrument as default, when the counterparty fails to make contractual payment within 180 days of when they fall due.
The Group considers the following when determining if a debtor meets the unlikeliness to pay criteria and is in significant financial difficulty:
Financial instruments that are credit-impaired are assessed on individual basis.
Impairment of financial assets
Trade receivables are subject to more than immaterial credit losses where the expected credit loss (“ECL”) model has been applied.
F-64
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Impairment of financial assets (continued)
The Group has applied the simplified approach by using the provision matrix to measure the lifetime expected credit losses for trade receivables.
The measurement of ECL reflects reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
Groupings of instruments for ECL measured on collective basis;
To measure ECL, trade receivables have been grouped based on shared credit risk characteristics such as geographical location and the days past due.
Trade receivables which are in default or credit-impaired are assessed individually.
Trade receivables are written off when there is no reasonable expectation of recovery. Write offs are made on a case-by-case basis. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.
Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
F-65
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Impairment of financial assets (continued)
The movement in impairment loss on trade receivables during the year is as follows:
Trade receivables
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Beginning of financial year |
|
|
|
|
|
|
|
||
Allowance made |
|
|
|
|
|
|
|
||
Allowance written back |
|
|
( |
) |
|
|
( |
) |
|
Allowance written off |
|
|
( |
) |
|
|
( |
) |
|
Currency revaluation adjustment |
|
|
( |
) |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
|
|
Impairment of financial assets
For specific trade receivables identified by the Group to be credit impaired, the Group recognised a loss allowance equal to lifetime expected credit loss of S$
Trade receivables
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Gross amount |
|
|
|
|
|
|
|
||
Less: Allowance for impairment |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
The impaired receivables arise mainly from receivables that are long overdue.
The Group has concluded that the credit loss for non-specific trade receivables as of 31 December 2023 is immaterial.
F-66
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities.
The Group manages its liquidity risk by ensuring the availability of funding.
Funding is obtained mainly from investments from shareholders. The Group monitors working capital projections regularly, to ensure that the Group has adequate working capital to meet current requirements.
The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date.
|
|
Less than |
|
|
Between 1 and |
|
||
|
|
S$’000 |
|
|
S$’000 |
|
||
At 31 December 2023 |
|
|
|
|
|
|
||
Trade and other payables |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
At 31 December 2022 |
|
|
|
|
|
|
||
Trade and other payables |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
F-67
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings.
The Directors monitor the Group’s capital based on net debt, if any, and total capital. Net debt is calculated as borrowings plus trade and other payables less cash and cash equivalents.
|
|
2023 |
|
|
2022 |
|
|
||
|
|
S$’000 |
|
|
S$’000 |
|
|
||
Net debt |
|
n/m* |
|
|
n/m* |
|
|
||
Total equity |
|
|
|
|
|
|
|
||
Total capital |
|
|
|
|
|
|
|
*not meaningful
Liabilities measured and carried at fair value and classified by level of the following fair value measurement hierarchy:
The warrants (Note 21) that are accounted for as a derivative financial liability and measured at fair value at each reporting date is a level 2 instrument.
F-68
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.
The following table presents the changes in Level 3 instruments:
|
|
Derivative financial |
|
|
|
|
|
S$’000 |
|
|
|
2021 |
|
|
|
|
|
Beginning of financial year |
|
|
|
|
|
Fair value adjustment - profit or loss (Note 8) |
|
|
|
|
|
Conversion to ordinary shares |
|
|
( |
) |
|
End of financial year |
|
|
|
|
|
Total (gains)/losses for the period included in profit or loss for |
|
|
|
|
|
|
|
|
|
|
There are no transfers of financial instruments between any levels during the financial years ended 31 December 2023, 2022 and 2021.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated based on quoted market prices or dealer quotes for similar instruments by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
The carrying amount of the different categories of financial instruments is as disclosed:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|||
Financial assets, at amortised cost |
|
|
|
|
|
|
|
|
|
|||
Financial liabilities, at FVTPL |
|
|
|
|
|
|
|
|
|
|||
Financial liabilities, at amortised cost |
|
|
|
|
|
|
|
|
|
F-69
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
In addition to the information disclosed elsewhere in the financial statements, there were no transactions that took place between the Group and related parties.
Key management personnel compensation is as follows:
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
|||
|
|
S$’000 |
|
|
S$’000 |
|
|
S$’000 |
|
|
|||
Wages and salaries |
|
|
|
|
|
|
|
|
|
|
|||
Employer’s contribution to defined contribution plans |
|
|
|
|
|
|
|
|
|
|
|||
Benefits in kind |
|
|
|
|
|
|
|
|
|
|
|||
Share grants and options |
|
|
|
|
|
|
|
|
|
|
|||
Non-executive directors’ remuneration by way of: |
|
|
|
|
|
|
|
|
|
|
|||
- Cash |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
During the financial year, the Group has revised the presentation of the expenses to provide more disaggregated financial information as the Management is in the opinion that the revised presentation provides a clearer interpretation of the business operation costs of the Group.
Hence, certain expenses items within the consolidated statement of comprehensive loss have been reclassified to conform to the current presentation. These reclassifications have no impact to the Group's consolidated balance sheet, consolidated statement of cash flows, consolidated statements of changes in shareholders’ equity and reported net loss for the year of the Group.
The effects of these reclassifications on the Group's consolidated statements of comprehensive loss for the comparative financial year ended 31 December 2022, and financial year ended 31 December 2021 are as below:
F-70
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
For The Year Ended 31 December 2022 |
|
||||||||||||||||||||||||||||
|
Reclassification |
|
||||||||||||||||||||||||||||
|
As previously reported |
|
Venue costs |
|
Sales and marketing cost |
|
IT and Internet expenses |
|
Employee compensation |
|
Non-executive directors' remuneration |
|
Staff cost |
|
Office rental |
|
Other expenses |
|
As reclassified |
|
||||||||||
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
||||||||||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Venue costs |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing cost |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
IT and Internet expenses |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Employee compensation |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Non-executive directors' remuneration |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Staff cost |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Office rental |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Awards and events costs |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Advertising and platform fees |
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||
Referral fees |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Merchant fees |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||||
Salary and staff costs |
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
( |
) |
|
|
|
( |
) |
|
( |
) |
|||||
Marketing expenses |
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||
Technology expenses |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|||||||
Share grant and option expenses |
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|||||||
Other expenses |
|
( |
) |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
( |
) |
||||||
Total expenses |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
F-71
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
|
For The Year Ended 31 December 2021 |
|
||||||||||||||||||||||||||||
|
Reclassification |
|
||||||||||||||||||||||||||||
|
As previously reported |
|
Venue costs |
|
Sales and marketing cost |
|
IT and Internet expenses |
|
Employee compensation |
|
Non-executive directors' remuneration |
|
Staff cost |
|
Office rental |
|
Other expenses |
|
As reclassified |
|
||||||||||
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
|
S$’000 |
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Expenses |
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Venue costs |
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Sales and marketing cost |
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IT and Internet expenses |
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Employee compensation |
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Non-executive directors' remuneration |
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Staff cost |
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Office rental |
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Awards and events costs |
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Advertising and platform fees |
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Referral fees |
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Merchant fees |
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Salary and staff costs |
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Marketing expenses |
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Technology expenses |
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Share grant and option expenses |
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Other expenses |
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Total expenses |
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F-72
PROPERTYGURU GROUP LIMITED
AND ITS SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
For the financial year ended 31 December 2023
Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 January 2023 and which the Group has not early adopted.
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after 1 January 2023)
The narrow-scope amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability.
The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity.
The Group does not expect any significant impact arising from applying these amendments.
On February 2024, the Board of Directors approved a plan to strategically re-organise the Company. Management's best estimate of the financial impact of this re-organisation is cost provisions of circa S$
These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of PropertyGuru Group Limited on 22 March 2024.
F-73