UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~March 2024

Commission File Number: 001-41330

PropertyGuru Group Limited

Paya Lebar Quarter 1

Paya Lebar Link

#12-01/04

Singapore 408533

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

The information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into ~~PropertyGuru~~the ~~Group Limited'~~Company’s registration statement on Form S-8 (Registration No. 333-265252) and registration statement on Form F-3 (Registration No. 333-264294).

~~Resignation~~PROPERTYGURU ofGROUP ~~Stephen~~LIMITED ~~Melhuish~~AND ~~from~~ITS ~~the Board of Directors~~SUBSIDIARIES

~~Steve~~UNAUDITED ~~Melhuish~~CONSOLIDATED ~~has~~STATEMENTS ~~stepped~~OF ~~down~~COMPREHENSIVE ~~from his position as a non-executive director of the board of directors~~ INCOME/(~~the “Board”~~LOSS) ~~of PropertyGuru Group Limited (NYSE: PGRU), with effect from January 10, 2024.~~

Steve Melhuish co-founded PropertyGuru in 2007 and led its growth as Chief Executive Officer until 2016. He handed over all operational responsibilities in 2018. He has been on the board of directors continuously since founding PropertyGuru 16 years ago, including as non-executive director since 2020. Outside of PropertyGuru responsibilities, Steve has focused on investing in, and building, climatetech startups since 2019.


	For the Three Months Ended December 31,						For the Twelve Months Ended December 31,
	2023			2022**			2023			2022**
	(S$ in thousands, except share and per share data)

Revenue		41,506			40,097			150,135			135,925
Other income		2,758			1,334			8,720			2,787
Other gains - net		637			644			1,646			21,870

Expenses
Sales commission		(2,802	)		(2,694	)		(9,131	)		(11,163	)
Referral fees		(529	)		(665	)		(2,286	)		(2,201	)
Merchant fees		(685	)		(508	)		(3,294	)		(2,444	)
Awards and events costs		(1,804	)		(1,856	)		(3,957	)		(3,255	)
Advertising and platform fees		(1,063	)		(1,154	)		(2,759	)		(3,004	)
Salary and staff costs		(14,954	)		(17,004	)		(72,971	)		(71,170	)
Marketing expenses		(5,786	)		(4,737	)		(15,446	)		(16,760	)
Technology expenses		(3,332	)		(3,250	)		(13,163	)		(11,398	)
Legal and professional		(1,289	)		(3,003	)		(6,194	)		(7,596	)
Share grant and option expenses		(273	)		(1,091	)		(5,400	)		(5,524	)
Depreciation and amortization		(6,133	)		(5,443	)		(23,905	)		(21,190	)
Reversal of impairment/(Impairment) loss on financial assets		642			(1,222	)		123			(1,139	)
Reversal of impairment/(Impairment) of intangible assets		6			—			(5,463	)		—
Impairment of plant, equipment and right-of-use assets		—			—			(73	)		—
Finance cost		(212	)		(145	)		(578	)		(2,396	)
Legal and professional fee incurred for IPO		—			—			—			(16,570	)
Share listing expense		—			—			—			(104,950	)
Other expenses		(2,094	)		(4,014	)		(7,306	)		(7,919	)
Total expenses		(40,308	)		(46,786	)		(171,803	)		(288,679	)
Profit/(Loss) before income tax		4,593			(4,711	)		(11,302	)		(128,097	)
Tax expense		(3,450	)		(513	)		(3,967	)		(1,096	)

Net income/(loss) for the period		1,143			(5,224	)		(15,269	)		(129,193	)
Other comprehensive loss:
Items that may be reclassified subsequently to profit or loss:
Currency translation differences arising from consolidation		(14,231	)		(29,615	)		(20,952	)		(19,703	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss from post-employment benefits obligation		—			(13	)		—			(15	)
Other comprehensive loss for the period, net of tax		(14,231	)		(29,628	)		(20,952	)		(19,718	)
Total comprehensive loss for the period		(13,088	)		(34,852	)		(36,221	)		(148,911	)

Earnings/(loss) per share for income/(loss) attributable to equity holders of the Group
Basic earnings/(loss) per share for the period		0.01			(0.03	)		(0.09	)		(0.84	)

Diluted earnings/(loss) per share for the period		0.01			(0.03	)		(0.09	)		(0.84	)

~~Steve~~**Certain ~~Melhuish~~amounts ~~together~~in ~~with~~the ~~his~~prior coyear have been reclassified to conform to the current year presentation and re-~~founder~~presented to reflect the remeasurement period adjustments, ~~Jani~~as ~~Rautiainen~~required by IFRS 3, ~~will~~in ~~retain~~respect ~~the~~of ~~right~~updates to ~~appoint~~the ~~one~~accounting ~~Board~~for ~~observer~~the acquisition of Sendtech in October 2022.

PROPERTYGURU GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDSOLIDATED BALANCE SHEETS


	As of December 31, 2023			As of December 31, 2022
	(S$ in thousands)

ASSETS
Current assets
Cash and cash equivalents		306,398			309,233
Trade and other receivables		15,810			18,145
		322,208			327,378
Non-current assets
Trade and other receivables		2,677			4,559
Intangible assets*		378,178			393,636
Plant and equipment		1,691			2,535
Right-of-use assets		8,414			11,475
		390,960			412,205
Total assets*		713,168			739,583
LIABILITIES
Current liabilities
Trade and other payables		26,637			29,737
Lease liabilities		4,222			4,104
Deferred revenue		61,066			50,753
Provisions		148			280
Current income tax liabilities		4,019			4,302
		96,092			89,176
Non-current liabilities
Trade and other payables		518			296
Lease liabilities		5,352			8,339
Deferred income tax liabilities*		4,981			2,038
Provisions		764			672
Warrant liabilities		649			4,775
		12,264			16,120
Total liabilities*		108,356			105,296

Net assets*		604,812			634,287

SHAREHOLDERS' EQUITY
Capital and reserves attributable to equity holders of the Group

Share capital		1,094,543			1,081,320
Share reserve		11,215			17,692
Capital reserve		785			785
Translation reserve		(37,913	)		(16,961	)
Accumulated losses*		(463,818	)		(448,549	)
Total Shareholders' Equity*		604,812			634,287

*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.

PROPERTYGURU GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Twelve Months Ended December 31
	2023			2022
	(S$ in thousands)

Cash flows from operating activities
Loss for the period*		(15,269	)		(129,193	)
Adjustments for:
- Tax expense*		3,967			1,096
- Employee share grant and option expense		4,859			3,856
- Non-executive director share grant and option expense		541			1,848
- Depreciation and amortization*		23,905			21,190
- Impairment of intangible assets		5,463			—
- Impairment of plant, equipment and right-of-use assets		73			—
- Loss on disposal of plant and equipment and intangible assets		33			101
- Gain on lease modification		(26	)		(194	)
- (Reversal of impairment)/Impairment loss on financial assets*		(123	)		1,139
- Interest income		(7,898	)		(1,716	)
- Finance cost		578			2,396
- Unrealised currency translation loss		1,801			2,384
- Fair value gain on warrant liabilities		(4,122	)		(23,341	)
- Share listing expense		—			104,950
		13,782			(15,484	)
Change in working capital, net of effects from acquisition
and disposal of subsidiaries:
- Trade and other receivables		4,892			(3,239	)
- Trade and other payables		(2,946	)		(7,415	)
- Deferred revenue		10,313			3,371
Cash provided by/(used in) operations		26,041			(22,767	)
Interest received		7,347			1,704
Income tax paid		(1,056	)		(1,586	)
Net cash provided by/(used in) operating activities		32,332			(22,649	)

Cash flows from investing activities
Acquisition of a subsidiary		—			(2,234	)
Additions to plant and equipment		(783	)		(1,431	)
Additions of intangible assets		(25,314	)		(22,179	)
Proceeds from disposal of plant and equipment		—			31
Net cash used in investing activities		(26,097	)		(25,813	)

Cash flows from financing activities
Interest paid		(546	)		(2,214	)
Principal payment of lease liabilities		(4,306	)		(4,324	)
Repayment of borrowings		—			(17,057	)
Proceeds from reorganisation		—			142,145
Proceeds from the shares issued to PIPE investors		—			178,653
Transaction cost in relation to issuance of PIPE shares		—			(7,664	)
Proceeds from issuance of ordinary shares		527			1,733
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
Beginning of the twelve months ended 31 December		309,233			70,236
Effects of currency translation on cash and cash equivalents		(4,745	)		(3,813	)
End of the twelve months ended 31 December		306,398			309,233

Financial Highlights – Fourth Quarter and Full Year 2023

•

Total revenue increased to S$42 million (+4%) in the fourth quarter as compared to the previous year and increased to S$150 million (+11%) year over year.

•

Marketplaces revenue increased to S$40 million (+4%) in the fourth quarter as compared to the previous year and increased to S$144 million (+10%) year over year as continued strength in Singapore helped to offset ongoing challenges in Vietnam.

•

Revenue by segment:

Singapore Marketplaces revenue increased to S$23 million (+23%) in the fourth quarter as compared to the previous year and increased to S$86 million (+24%) year over year, as the number of agents and the Average Revenue Per Agent (“ARPA”) grew in the quarter and the year. Both fourth quarter ARPA (S$1,312) and full year ARPA (S$4,977) were up 22% compared to prior year periods, and the number of agents in Singapore was up over 100 from the third quarter of 2023 to finish the year at 16,424. The renewal rate was 75% in the quarter and 81% for the full year 2023.

Malaysia Marketplaces revenue was flat in the quarter at S$8 million (-0.3%) compared to the prior year quarter and increased to S$28 million (+9%) for the full year. Revenue on a Singapore Dollar basis was adversely impacted by depreciation of the Malaysian Ringgit. On a local currency basis, revenue in the fourth quarter was up 5% and revenue in 2023 was up 16%.

Vietnam Marketplaces revenue decreased to S$5 million (-22%) in the fourth quarter as compared to the prior year period and decreased to S$17 million (-29%) year over year, as a reduction in the number of listings was partially offset by an increase in the average revenue per listing (“ARPL”). The number of listings was 1.2 million in the fourth quarter down 26% from the fourth quarter of 2022. ARPL was up 3% to S$3.34 in the fourth quarter and was up 14% to S$3.39 for the full year.

Fintech & Data services revenue decreased to S$2 million (-10%) in the fourth quarter as compared to the prior year period and increased to S$6 million (+20%) year over year.

•

At quarter-end, cash and cash equivalents were S$306 million.

Information regarding our operating segments is presented below. It is noted that 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.


	For the Three Months Ended December 31,
	2023			2022			YoY Growth
	(S$ in thousands except percentages)

Revenue		41,506			40,097			3.5	%
Marketplaces		39,939			38,350			4.1	%
Singapore		23,094			18,805			22.8	%
Vietnam		4,587			5,870			-21.9	%
Malaysia		7,505			7,531			-0.3	%
Other Asia		4,753			6,144			-22.6	%
Fintech and data services		1,567			1,747			-10.3	%
Adjusted EBITDA		8,928			503
Marketplaces		24,039			18,240
Singapore		17,401			11,441
Vietnam		590			722
Malaysia		3,608			3,429
Other Asia		2,440			2,648
Fintech and data services		(2,262	)		(1,940	)
Corporate*		(12,849	)		(15,797	)
Adjusted EBITDA Margin (%)		21.5	%		1.3	%
Marketplaces		60.2	%		47.6	%
Singapore		75.3	%		60.8	%
Vietnam		12.9	%		12.3	%
Malaysia		48.1	%		45.5	%
Other Asia		51.3	%		43.1	%
Fintech and data services		-144.4	%		-111.0	%


	For the Twelve Months Ended December 31,
	2023			2022			YoY Growth
	(S$ in thousands except percentages)

Revenue		150,135			135,925			10.5	%
Marketplaces		144,068			130,861			10.1	%
Singapore		85,988			69,241			24.2	%
Vietnam		17,130			24,040			-28.7	%
Malaysia		27,740			25,388			9.3	%
Other Asia		13,210			12,192			8.3	%
Fintech and data services		6,067			5,064			19.8	%
Adjusted EBITDA		18,912			3,325
Marketplaces		83,843			63,045
Singapore		65,300			47,626
Vietnam		778			5,470
Malaysia		14,803			10,208
Other Asia		2,962			(259	)
Fintech and data services		(9,299	)		(7,344	)
Corporate*		(55,632	)		(52,376	)
Adjusted EBITDA Margin (%)		12.6	%		2.4	%
Marketplaces		58.2	%		48.2	%
Singapore		75.9	%		68.8	%
Vietnam		4.5	%		22.8	%
Malaysia		53.4	%		40.2	%
Other Asia		22.4	%		-2.1	%
Fintech and data services		-153.3	%		-145.0	%

*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.

As of December 31, 2023, PropertyGuru continued its Engagement Market Share1 leadership in Singapore, Vietnam, Malaysia, and Thailand.


Singapore: 82% – 5.7x the closest peer		Malaysia: 92% – 12.0x the closest peer
Vietnam: 80% – 4.1x the closest peer		Thailand: 54% – 1.9x the closest peer

1 Based on SimilarWeb data between July 2023 and December 2023.

Key Performance Metrics and Non-IFRS Financial Measures

Our priority markets comprise Singapore, Vietnam, Malaysia and Thailand. Our core markets comprise Singapore, Vietnam, Malaysia, and Thailand.

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 total amount of time spent 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 U.S. Securities and Exchange Commission (“SEC”).

Number of agents in all core 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 average monthly 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 property portal, an agent with subscriptions to more than one portal is only counted once.

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 markets.

Average revenue per agent (“ARPA”) is calculated 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.

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, which is described below.

Average revenue per listing ("ARPL”) is calculated as revenue for a period divided by the number of listings in such period.

Renewal rate is calculated as the number of agents that successfully renew their annual package during a period divided by the number of agents whose packages are up for renewal (at the end of their twelve-month subscription) during that period.

This document also includes references to non-IFRS financial measures, namely Adjusted EBITDA, Adjusted EBITDA Margin and incremental Adjusted EBITDA over incremental revenue. PropertyGuru uses these measures, collectively, to evaluate ongoing operations and for internal planning and forecasting purposes. PropertyGuru believes that non-IFRS information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and may assist in comparisons with other companies to the extent that such other companies use similar non-IFRS measures to supplement their IFRS or GAAP results. These non-IFRS measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies. Accordingly, non-IFRS measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of other IFRS financial measures, such as net loss and loss before income tax.

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 or IPO activities.

Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of revenue.

Incremental Adjusted EBITDA over incremental revenue is calculated as the increase in Adjusted EBITDA over the period divided by the increase in revenue over the same period.

A reconciliation of net income/(loss) to Adjusted EBITDA is provided as follows. It is noted that in 2023 the Company no longer removed the ongoing cost of being a listed entity when calculating Adjusted EBITDA. As such, the 2022 comparative have been retrospectively adjusted accordingly.


	For the Three Months Ended December 31,
	2023	2022
	(S$ in thousands)

Net income/(loss)	1,143	(5,224)
Adjustments:
Changes in fair value of preferred shares, warrant liability and embedded derivatives	(784)	(650)
Finance income - net	(1,970)	(1,090)
Depreciation and amortization expense	6,133	5,443
Reversal of impairment	(6)	—
Share grant and option expenses	273	1,091
Other losses - net	147	5
Business acquisition transaction and integration cost*	432	415
Restructuring cost**	110	—
Tax expense	3,450	513
Adjusted EBITDA	8,928	503


	For the Twelve Months Ended December 31,
	2023	2022
	(S$ in thousands)

Net loss	(15,269)	(129,193)
Adjustments:
Changes in fair value of preferred shares, warrant liability and embedded derivatives	(4,122)	(23,341)
Finance (income)/costs - net	(7,320)	680
Depreciation and amortization expense	23,905	21,190
Impairment	5,536	—
Share grant and option expenses	5,400	5,524
Other losses - net	2,476	1,471
Business acquisition transaction and integration cost*	2,156	4,378
Legal and professional fees incurred for IPO	—	16,570
Share listing expense	—	104,950
Restructuring cost**	2,183	—
Tax expense	3,967	1,096
Adjusted EBITDA	18,912	3,325

*Certain amounts in the prior year have been adjusted to conform to the current year presentation.

**The restructuring cost is in regard to the phase out of the Indonesia marketplace.

Industry and Market Data

This document contains information, estimates and other statistical data derived from third party sources and/or industry or general publications, including estimated insights from SimilarWeb and Google Analytics. Such information involves a number of assumptions and limitations, and you are cautioned not to place undue weight on such estimates. PropertyGuru has not independently verified such third-party information, and makes no representation as to the accuracy of such third-party information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROPERTYGURU GROUP LIMITED
Date: January 10, 2024	By:	/s/ Hari V. Krishnan
Date: March 1, 2024	By:	/s/ Joe Dische
		Name: Hari V. Krishnan
		Name: Joe Dische
		Title: Chief Executive Officer and Managing Director
		Title: Chief Financial Officer

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