Improving everyday life for billions
of people through technology
2024
ANNUAL REPORT
Prosus
is a global
technology group
with businesses
and investments
in growth markets
around the world.
Contents
2
Group overview
2
Path to profitability
3
Snapshot FY24
4
Group overview
7
Segment overview
8
Chair’s review
10
Our board and management
12
Interim chief executive’s review
14
Chief financial officer’s review
17
Our strategy
18
How we create value – our business model
20
The world in which we operate
22
Engaging with our stakeholders
24
Our double-materiality assessment
29
Creating value through intelligent risk
management
32
Performance review
33
Food Delivery
35
Classifieds
37
Payments and Fintech
39
Edtech
41
Etail – eMAG
44
Other Ecommerce: Ventures
45
Social and internet platforms
46
Sustainability review
47
Creating sustainable value
54
People
57
Artificial intelligence
60
Cyber-resilience
62
Data privacy
64
Business culture, ethics and integrity
65
Human rights
66
Social inclusion
67
Taxonomy disclosure
71
Tax
75
Governance
76
Governance
78
Overview of governance
80
The board and its committees
85
Committee reports
85
Audit committee
85
Risk committee
86
Sustainability committee
86
Nominations committee
87
Human resources and remuneration
committee
88
Remuneration report
90
Background and policy
93
Implementation of remuneration policy
105
Additional information
106
About this report
108
Financial statements
109
Independent auditor’s report
116
Limited assurance report of the independent
auditor on the sustainability information of
Prosus N.V.
117
Consolidated statement of financial position
118
Consolidated income statement
118
Consolidated statement of comprehensive
income
119
Consolidated statement of changes in equity
121
Consolidated statement of cash flows
121
Notes to the consolidated financial
statements
185
Company financial statements
187
Notes to the company financial statements
199
Other information
200
Reconciliation of financial alternative
performance measures
204
Other information to the company financial
statements
205
Administration and corporate information
205
Analysis of shareholders and shareholders’
diary
206
Glossary
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Definitions
Terms used in the annual report shall bear the meanings ascribed to them in the glossary unless the context clearly
states otherwise. The glossary is included on pages 206 to 213.
Alternative performance measures
In presenting and discussing our performance, we use certain alternative performance measures not defined by IFRS,
referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such measures include
economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core headline earnings; and
growth in local currency, excluding acquisitions and disposals. Segment reviews in this report are prepared showing
revenue on an economic-interest basis (which includes consolidated subsidiaries and a proportionate share of associated
companies and joint ventures), unless otherwise stated.
Numbers included in brackets represent the equivalent measure on the basis of growth in local currency, excluding
acquisitions and disposals. For a further explanation of the use of APMs, refer to ‘About this report’ in the governance section.
Forward-looking statements
This report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act
of 1995 concerning our financial condition, results of operations and businesses. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are beyond our control and all of which are based on our
current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of
forward-looking terminology such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘could’, ‘should’, ‘intends’, ‘estimates’, ‘plans’,
‘assumes’ or ‘anticipates’, or associated negative, or other variations or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. These forward-looking statements and other statements contained in this
report on matters that are not historical facts involve predictions.
No assurance can be given that such future results will be achieved. Actual events or results may differ materially
as a result of risks and uncertainties implied in such forward-looking statements.
A number of factors could affect our future operations and could cause those results to differ materially from those
expressed in the forward-looking statements, including (without limitation): (a) changes to IFRS and associated
interpretations, applications and practices as they apply to past, present and future periods; (b) ongoing and future
acquisitions, changes to domestic and international business and market conditions such as exchange rate and interest
rate movements; (c) changes in domestic and international regulatory and legislative environments; (d) changes to
domestic and international operational, social, economic and political conditions; (e) labour disruptions and industrial
action; and (f) the effects of both current and future litigation. The forward-looking statements contained in this report
apply only as of the date of the report. We are not under any obligation to (and expressly disclaim any such obligation
to) revise or update any forward-looking statements to reflect events or circumstances after the date of the report or to
reflect the occurrence of unanticipated events. We cannot give any assurance that forward-looking statements will prove
correct and investors are cautioned not to place undue reliance on any forward-looking statements.
Statement on European Single Electronic Format
(ESEF)
This document is the PDF/printed version of the 2024 annual report of Prosus N.V. The 2024 annual report was made
publicly available pursuant to section 5:25c of the Dutch Financial Supervision Act
(Wet op het financieel toezicht)
,
and was filed with the Netherlands Authority for the Financial Markets in European single electronic reporting format
(the ESEF package).
The ESEF package is available on the company’s website at
www.prosus.com
and includes a human-readable XHTML
version of the 2024 annual report. In any case of discrepancies between this PDF version and the ESEF package, the
latter prevails. The independent auditor’s report included in this PDF/printed version relates only to the ESEF package.
Material matters
Geopolitical
stability
Business integrity
Management
of workers in value
chain
Climate
action
Data privacy and
cyber-resilience
Responsible
investment
Social
inclusion
Sustainable
deliveries
Digital regulation
and
AI governance
People (own workforce management, diversity,
equity and inclusion, talent attraction and
retention)
Water use
1 / 1
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Group overview
In this section we give a snapshot of our business, how we have performed, who leads
us and how we create long-term value through our business model.
We have a long history
of investing and building
businesses, then
highlighting value.
It is in our DNA to look for new
opportunities, see the potential others
are not seeing and then to do the hard
work of building and bringing
businesses to scale and profitability.
This is the case for our Ecommerce
portfolio, which houses our focus
segments Food Delivery, Classifieds,
Payments and Fintech, and Edtech.
As expected, FY23 was the peak of our
investment in ecommerce. Pleasingly,
our FY24 results reflect aggregate
Ecommerce profitability and cash flow
generation, six months ahead of our
stated timeline. Our strong balance
sheet and liquidity remain key
advantages in the current climate,
underpinned by our disciplined
approach to investing and commitment
to maintain our investment-grade rating.
Progress since listing Prosus in 2019
Path to profitability
Unlocked value for shareholders
US$30bn value delivered from buybacks since June 2022
Enhanced disclosure
Financial, sustainability and remuneration reports
Strengthened shareholder engagement
Value creation, structural action, compensation, sustainability
Structural improvement
Simplified corporate structure by removing the
crossholding between Naspers and Prosus
Consolidated Ecommerce profitability
Delivering consolidated Ecommerce trading profit
Built valuable growth extensions
Continued investment of US$428m in extensions in
high-conviction growth areas
1 / 2
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
›
Tencent’s share buyback programme should
result in the group increasing net asset value
per share
›
Increase of 8.2% in NAV per share for
shareholders since the beginning of the
repurchase programme
›
Ongoing repurchase programme to continue
Value creation for the group in terms of
the share-repurchase programme:
US$30bn
Snapshot FY24
Strong financial performance
Revenue
1
(US$’m)
31 393
31 744
28 342
2021
2022
2023
2024
33 367
Trading profit
1
(US$’m)
1 Presented on an economic-interest
basis from continuing operations.
2021
2022
2023
2024
5 468
5 053
3 606
5 798
›
>13 000 associates have the Prosus AI Assistant
available
›
Deployed GenAI across a wide range of use
cases. iFood has deployed a GenAI-powered
assistant to further support the work of customer
service teams, increasing customer satisfaction
by 36%. OLX uses automatic image detection for
moderation, resulting in over 98% automation
>550
data scientists now part of the
Prosus AI community
›
Prosus is a foundational supporter of the new
AI governance professional certification
›
40 professionals across our group are preparing
to obtain this certification with dedicated support
from the Prosus privacy office and Prosus
AI team
A diverse team of
31
people in
data privacy
roles in 10 jurisdictions
across the globe
›
The board recommends that holders of ordinary
shares N receive a distribution of 10 euro cents
›
Holders of ordinary shares B and ordinary
shares A1 will receive an amount per share
equal to their economic entitlement as set out
in the articles of association
Some
43%
increase in Prosus
dividend to free-float shareholders
›
Appointed new chief executive effective
10 July 2024
›
Reviewed and interviewed some 60 high quality
internal and external candidates, each with their
own unique strengths and merits
›
Ervin Tu will take on the new role of president
and CIO
Fabricio Bloisi
appointed as
chief executive
›
Refined and flattened our organisational
structure which better aligns with our strategy for
sustainable growth
›
Team and culture play a critical role in achieving
our long-term goals and reigniting our legacy
of building and investing in exceptional
businesses for sustainable returns
Our culture –
Connect. Build. Thrive.
›
Direct taxes levied: US$845m and indirect taxes
collected: US$367m
›
Prosus’ approach to tax centres around paying
taxes in the countries where we operate
Total taxes paid
US$1.2bn
›
This confirms that our climate change
commitments are aligned with the Paris
Agreement
›
A 100% reduction in absolute scope 1 and
2 GHG emissions by FY28 from FY20 base year,
in line with a 1.5°C climate scenario
›
Reduce our absolute corporate scope 3 GHG
emissions from air business travel by 30%
by FY30 from FY20 base year
›
Committed to ensuring that over 50% of our
portfolio companies, measured by invested
capital, will have set their own science-based
reduction targets by FY30
The
Science Based Targets
initiative
(SBTi) has verified our group
reduction targets
›
Ecommerce profitability and cash flow
generation achieved six months ahead
of our stated timeline
Path to
profitability
1 / 3
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
We estimate that
one-quarter of the world’s population
use the products and services of businesses we have built, acquired
or invested in. Many use
more than one
of the products and services.
Group overview
Who we are
We are a global technology group with businesses and investments in growth markets
around the world.
We aim to be one of the pre-eminent owners of exceptional technology businesses globally.
As a group, we build world-changing businesses that delight their customers and help their communities thrive. We empower
our teams to develop their skills and build meaningful careers. We create long-term value for our shareholders and our
many other stakeholders.
Strong position
Ecommerce
Our businesses in
Food Delivery,
Payments and Fintech,
Classifieds and
Edtech recorded profit
of US$110m in FY24,
versus a loss of
US$264m in FY23.
Catalysts for value
creation
Achieved Ecommerce
profitability; value-accretive
open-ended share
repurchase; Tencent share
price growth; simplified
group structure; building a
repeatable process of
investing towards
crystallisation and return.
Solid financial
position
Net cash and
excellent liquidity are
strategic advantages
in the current
environment.
Our purpose
Improving everyday life for billions of people through technology
What we do
We build leading companies that empower people and enrich communities
We bring food
and more to
people’s doors
and more
customers to
restaurants’
kitchens.
We put the
power to make
fast, secure
payments in
people’s hands
and give them
credit options too,
often for the
first time.
We enable people
and businesses
to buy and
sell quickly,
conveniently
and safely
and boost the circular
economy by giving
items multiple lives.
We open up
a world of
learning,
helping millions
of people learn
where, when
and how
they want.
Our values
Our values underpin our culture, which guides our actions.
We build
At heart, we’re entrepreneurs.
We back local entrepreneurs and teams, and we operate and invest in businesses in many of the most exciting markets
in the world. Our focus on sustainable long-term value creation means our group is a great place for people to build their
careers. We work hard to connect, learn and grow to be the best we can be.
We deliver
We push for excellence in everything we do.
We move fast, adapting quickly to seize opportunities. We agree on clear and ambitious goals, and regularly discuss
how to beat them. Our reward is hardwired to performance, and depends on what we deliver and how we deliver it.
We’re responsible
We matter to our customers and communities.
We strive to maximise our positive impact on society and the planet. Wherever we operate, we hold ourselves to the
highest standards, set out in our code of business ethics and conduct. We’re all responsible for the impact we deliver.
We value each other
We believe diversity in our teams and in our thinking delivers better outcomes for all.
We create supportive and flexible environments so we can perform at our best. We’re empowered to make decisions
about our work because we’re trusted to do a great job.
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Group overview
What sets us apart
We think global and act local
We are both an operator and an investor – we believe this duality is the right approach
to creating value and allocating capital nimbly
›
We are
early adopters of the latest technologies
and ensure that we develop and deploy them as quickly
as possible across our portfolio, to drive growth, innovation and our competitive ability.
AI plus GenAI
›
We are disciplined, but
not tied to a rigid investment regime
. This enables us to take a long-term view by supporting
our businesses at every stage of their life cycle to create sustainable value. However, we are also dispassionate and
will exit investments that no longer meet our rigorous return hurdles.
OLX Autos
›
We believe
building strong global and local brands
is an important way for our businesses to differentiate
themselves, driving organic growth through word-of-mouth while complying with the laws and regulations in these
markets.
Classifieds
Payments and Fintech
›
Our operating partners are
compensated directly on the performance
of their businesses, fostering a strong culture
of entrepreneurship in our group.
Edtech
Food Delivery
Classifieds
Etail
Payments and Fintech
›
Focus on markets that we believe show
above-average growth opportunities
given their economic prospects,
scalability and fast-growing, mobile internet penetration levels.
India
Brazil
›
Ours is a
long-term business
. It takes continued investment to build the end-to-end capabilities supporting closer, stronger
relationships with customers across the ecosystems of our core segments. But it delivers
long-term gain
– not least,
customer loyalty and more lasting value creation.
Edtech
Food Delivery
Classifieds
Etail
Payments and Fintech
›
We believe our platforms offer customers
fast, intuitive and secure environments
for communicating and conducting
transactions.
Payments and Fintech
Food Delivery
Classifieds
Etail
›
Concentrating on customers, thinking about their lives and how best to meet their needs is central to what we do.
Across our portfolio, we are
building ecosystems
with multiple customer touchpoints to improve their experience and
retain their loyalty. We align technology and data with key customer needs such as convenience, ease of use, reliability
and safety.
Payments and Fintech
Food Delivery
Classifieds
Etail
›
Leverage our skills, local knowledge and position
to build businesses that are scalable and benefit from local
network effects.
By operating locally, we benefit from the insights of our local operations and their markets. We gain early views
on emerging models and are therefore better positioned to drive organic and inorganic growth and support
entrepreneurial, seasoned business leaders.
Payments and Fintech
Food Delivery
Classifieds
Etail
›
As investor, we support our businesses with the
right combination
of capital, market knowledge and know-how
to succeed. We benefit from access to attractive opportunities globally. We have long-standing and successful
relationships with prominent internet businesses in our largest markets.
Ventures
Edtech
Food Delivery
›
Focus on emerging consumer trends linked to disruptive innovation
– we identify changes early, invest in and
adapt proven business models for the high-growth markets we focus on.
Food Delivery
Edtech
›
As operator, we are able to make
smarter investment decisions
.
Food Delivery
1 / 5
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Group overview
Growth opportunities
›
In the current environment, we are prioritising
profitable growth while making organisational and
operational changes, furthering development and
building new opportunities. We manage our
balance sheet prudently and can navigate current
volatility from a position of financial strength.
›
We have an opportunity to grow our businesses
profitably, demonstrate their value, and explore
and invest in new areas.
›
Our consumer internet businesses have potential for
growth. They offer opportunities for an enhanced
range of internet transactions and services in our
markets, as well as possible expansions into new
markets.
›
We believe demand for our products and services
will be driven by several trends, including:
– Rising gross domestic product
(GDP)
– Population growth in the
younger demographics and
middle class
– Increasing adoption of new
internet-based business
models that are disrupting
traditional business models
across industries
– Continued growth in mobile
and high-speed internet
penetration
– Disruptive technologies such
as GenAI create unique and
generation-defining opportunities
Risks to growth opportunities
›
Geopolitical tension has caused stress on the global economy, capital markets
and businesses. Further escalations are possible. While we cannot control
these risks, our strategy must be flexible and respond to material changes.
›
Interest rates continued to increase in 2023 as central banks reacted to high
inflation rates, resulting in deteriorating consumer sentiment and slowing
economic growth.
›
These actions translated into a wide variation in how global economies are
responding to dominant macroeconomic forces.
›
The drive towards a more regulated digital sector has continued at pace, with
the countries in which we invest all advancing their regulatory frameworks
by adopting new legislative instruments, proposed bills and enforcing existing
tools targeted at digital businesses.
›
Total global private funding continued to decline in 2023, with investors
concerned that valuations have not yet reached the bottom of the market.
AI companies are avoiding this trend to some extent – funding remains healthy,
both in number of deals and total funding, and the relative importance of AI
is increasing as a result.
›
Climate change and its consequences have an impact on people’s lives. The
growing incidence of extreme weather conditions may impact on our
customers, employees and our business.
›
How we deploy new technology in our existing businesses and identify new
investment areas will directly impact the value we can build.
We have a long history of investing in and operating technology companies
Etail
Payments
Classifieds
Food Delivery
Edtech
Ventures
Total capital
invested
by year
(US$’bn)
1915
1985
1994
1998
2001
FY08
2.2
FY09
0.2
FY10
0.4
FY11
0.7
FY12
0.5
FY13
1.0
FY14
1.3
FY15
1.6
FY16
2.5
FY17
2.0
FY18
3.2
FY19
4.1
FY20
2.3
FY21
4.4
FY22
7.6
FY23
2.5
FY24
LOGO TO BE SUPPLIED
GenAI investments
0.6
Operating
Investing
* Divested in FY23
1 / 6
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Segment overview
We focus on high-growth markets and business models that we know well.
Food Delivery
Our portfolio of food-delivery businesses allows
customers to order their favourite food online and via
apps for convenient delivery wherever they are.
Read more on page 33.
Revenue
1
US$4.9bn
up 16% (19%)
Trading loss
1
US$158m
down 76% (76%)
Employees
5 215
97.1%
29.3%
32.6%
Classifieds
OLX serves tens of millions of people every month,
helping people buy and sell cars, find housing, get jobs,
and buy and sell household goods.
Read more on page 35.
Revenue
1
US$951m
up 26% (19%)
Trading profit
1
US$187m
up >100%
(>100%)
Employees
2 811
99.0%
37.6%
Edtech
To date, we have invested over US$3.9bn in
12 businesses. Many of our edtech companies are
deploying GenAI technologies in their platforms
to enhance the learning experience for their users.
Read more on page 39.
Revenue
1
US$444m
down 19%
(organically up 7%)
Trading loss
1
US$80m
down 69% (44%)
Employees
677
37.9%
68.9%
100%
Etail
eMAG is an ecommerce leader in Central and Eastern
Europe.
Read more on page 41.
Revenue
1
US$2.2bn
up 14% (8%)
Trading loss
1
US$36m
down 43% (44%)
Employees
8 041
88.0%
Ventures
Our Ventures arm partners with entrepreneurs to build prominent
technology companies, aiming to fuel the next wave of growth for
the group.
Read more on page 44.
Revenue
1
US$556m
down 10% (6%)
Trading loss
1
US$129m
down 52% (49%)
Employees
585
22.8%
4.4%
13.8%
22.6%
9.2%
11.1%
11.3%
Social and internet platforms
Prosus holds an investment in Tencent, China’s largest and
most-used internet services platform.
Read more on page 45.
Revenue
1
US$21.4bn
down 4%
(organically up 10%)
Trading profit
1
US$6.2bn
up 22% (40%)
24.6%
1 Presented on an economic-interest basis from continuing operations.
Our group includes some of
the
best-loved local consumer
internet companies in around
80 countries
, spanning the
Americas to Asia, Europe
to South Africa.
Payments and Fintech
Revenue
1
US$1.3bn
up 24% (39%)
Trading loss
1
US$59m
down 49% (61%)
Employees
3 553
100%
86.4%
100%
19.8%
100%
100%
100%
PayU enables business to collect digital payments across +150 online payment
methods, including credit cards, debit cards, wallets, QR and more. It is
a leading payment service provider in India with an emerging presence
in south-east Asia though Red Dot Payment. PayU’s credit division helps online
merchants to offer buy-now/pay-later (BNPL) and other consumer credit options.
Read more on page 37.
Structure fit for today’s purpose
We have refined our organisational
structure into one that is fit for today’s
purpose and our strategy for the
long term, which is to be an insightful
capital allocator and operator across
exceptional businesses.
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Chair’s review
Creating real value in a world
of change
Around the world, a large part of our lives is now lived
online. Each technological breakthrough is accelerating
this transition.
Against a backdrop of geopolitical tensions and modest
global economic growth, we have sharpened our focus
as both
operator
and
investor
. Prosus is a technology
group with businesses and investments in growth markets
around the world. We have an investment strategy based
on disciplined capital allocation. Our ecosystems bring
the benefits of a digital world to customers in our core
segments – Food Delivery, Classifieds, Payments and
Fintech, and Edtech.
Creating value for shareholders
Two years ago, the board approved an open-ended
repurchase programme of Prosus and Naspers shares
to unlock value for shareholders and increase net asset
value (NAV) per share over time. The repurchase
programme is funded by the sale of small volumes
of Tencent shares and will continue while the discount
to NAV is at elevated levels. Tencent remains our most
important asset, however, and we are confident about its
sustainable growth.
Investors welcomed the
repurchase
programme
as a reflection of our
long-term commitment
to
unlocking
value
.
We acknowledge that more work remains, including improving
the profitability of Ecommerce. We have also addressed
complexities by removing the cross-holding structure between
Naspers and Prosus.
By year-end, the group NAV discount had reduced by 4 percentage
points from 42% to 38%, creating over US$30bn of value for
shareholders since inception of the ongoing repurchase programme.
To fund the process, we realised US$7.2bn from the sale of 2% of
Tencent’s issued share capital, reducing our stake to 24.6%. By year-
end, the programme had reduced the free float cumulatively by more
than 20% since its initiation in June 2022.
We have also
refined our strategic focus
and
simplified our operating structure
as detailed by Ervin, our interim chief executive.
Focus on sustainability
Throughout this report, we outline initiatives supporting our aim to be
a sustainable business. In most cases, we do this by investing
in tech-driven ventures in different countries, and building enterprises
that support local job creation and prosperity. Some of these
services create more environmentally friendly alternatives to
traditional solutions. Many are also socially beneficial.
Doing the right things in the right way
Our code of business ethics and conduct embodies our values.
Accordingly, we promote a culture of business ethics aimed
at sustainable value creation. We want to be a responsible
corporate citizen. In a digital world, good governance of information
and technology.
Recently, we updated multiple key group policies, including our
competition compliance policy, speak up policy, risk management
policy and sustainability policy.
Technology helps
us to create long-term
value for shareholders
by improving the
everyday lives of
billions of people.
Koos Bekker
Chair
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Chair’s review
Change in leadership
On 18 September, Bob van Dijk stepped down as chief executive and member of the boards of Naspers and Prosus.
Subsequently, the boards followed a comprehensive selection process to appoint a permanent group chief executive.
Working with an external recruiter, we reviewed and interviewed some 60 high-quality internal and external candidates,
each with unique strengths and merits.
As we progressed in the interview process, the discussion of who is best suited to lead the group led to a larger discussion
of our identity. While we are a company that both operates and invests, the boards believe that at this point in our history,
the group will benefit most from the leadership of someone who brings a founder’s passion and deep operating rigour.
This will benefit our core businesses and should benefit our investment processes.
The boards unanimously approved the appointment of Fabricio Bloisi as the chief executive with effect from 10 July 2024.
Fabricio is the founder of Movile and currently the CEO of iFood. He is an innovator with deep roots in building and scaling
world-class technology companies in growth markets.
In addition, Ervin Tu assumes the new role of president and chief investment officer (CIO). Ervin will work closely with
Fabricio and play a key role in developing the group’s future, including its investment and capital-allocation strategy.
The boards express their gratitude to Ervin for an outstanding job in leading us over the past eight months, navigating
a challenging external environment, and bringing a new energy and focus to bear.
With Fabricio and Ervin, we are in the fortunate position of having two exceptionally strong, complementary candidates
from within the group’s ecosystem.
Over his tenure, Bob has contributed to our success by helping to establish the group as a leading global technology
company. On behalf of the board, I thank Bob for his leadership. During this time, substantial businesses were
established or confirmed in Classifieds, Food Delivery, and Payments and Fintech, while we also entered new fields.
We wish him success with his future career.
Dividend
The board recommends that holders of ordinary shares N receive a distribution of approximately 10 euro cents, which
represents an increase of approximately 43% for free-float shareholders. Holders of ordinary shares B and ordinary
shares A1 will receive an amount per share equal to their economic entitlement as set out in the articles of association.
Furthermore, the board recommends that those holders of ordinary shares N as at 1 November 2024 (the dividend record
date) who do not wish to receive a capital repayment, can choose to receive a dividend instead. A choice for one option
implies an opt-out from the other. If confirmed by shareholders at the annual general meeting on 21 August 2024, elections
to receive a dividend instead of a capital repayment will
need to be made by holders of ordinary shares N by
18 November 2024. More information on the distribution
will be published in the notice of annual general meeting.
Capital repayments and dividends will be payable
to shareholders recorded in our books on the dividend
record date and paid on 26 November 2024. Capital
repayments will be paid from qualifying share capital
for Dutch tax purposes. No dividend withholding tax
will be withheld on the amounts of capital reductions
paid to shareholders. However, if holders of ordinary
shares N rather elect to receive a dividend from retained
earnings, dividends will be subject to the Dutch dividend
withholding tax rate of 15%.
Dividends payable to holders of ordinary shares N who
elect to receive a dividend and who hold their listed
ordinary shares N through the listing of the company
on the JSE will, in addition to the 15% Dutch dividend
withholding tax, be subject to South African dividend tax
at a rate of up to 20%. The amount of additional South
African dividend tax will be calculated by deducting from
the 20%, a rebate equal to the Dutch dividend tax paid
in respect of the dividend (without right of recovery).
Shareholders holding their listed ordinary shares N
through the listing of the company on the JSE, unless
exempt from paying South African dividend tax or
entitled to a reduced withholding tax rate in terms of
an applicable tax treaty, will be subject to a maximum
of 20% South African dividend tax.
More information on the distribution will be published
following approval at the annual general meeting.
Looking ahead
Prosus enters the new financial year with
a refined strategic focus for the group that
we believe to be appropriate in the context
of global developments. We understand there
will be challenges but hope to address these
effectively.
On behalf of the board, we thank all who
contributed to these results. We look forward
to sustained growth as a global technology
group dedicated to improving people’s lives
around the world.
Koos Bekker
Chair
22 June 2024
1 / 9
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our board and management
Key
A
Audit committee
R
Risk committee
S
Sustainability committee
P
Projects committee
N
Nominations committee
H
Human resources and remuneration committee
Chair
Subject to shareholder approval on 21 August 2024
Koos Bekker
71, male, South African and Dutch
Non-executive chair
P* H N
Date of first appointment: 17 April 2015
Date of last appointment: 25 August 2022
Area of expertise and contribution:
Entrepreneurship, strategy, M&A
Craig Enenstein
55, male, American
Independent non-executive director
H* N
Date of first appointment:
16 October 2013
Date of last appointment: 25 August 2021
Area of expertise and contribution: M&A,
corporate finance, economics, valuations
Ervin Tu
48, male, American
Interim chief executive
Date of first appointment:
18 September 2023
End of current term as interim chief
executive: 30 June 2024
Start as president and CIO: 10 July 2024
Area of expertise and contribution:
Corporate finance, strategy, M&A,
tech expertise
Fabricio Bloisi
47, male, Brazilian
Chief executive and executive
director**
Date of first appointment as chief
executive: 10 July 2024
Start and end of current term:
10 July 2024 – 30 June 2028
Area of expertise and contribution:
Engineering, strategy, entrepreneurship,
M&A
Manisha Girotra
54, female, Indian
Independent non-executive director
A
Date of first appointment:
1 October 2019
Date of last appointment: 25 August 2022
Area of expertise and contribution:
Investment banking, economics,
corporate finance, Indian businesses
Basil Sgourdos
54, male, South African and Greek
Chief financial officer and executive director
P R S
Date of first appointment: 1 July 2014
Date of last appointment: 29 August 2014
Area of expertise and contribution: Corporate finance and
structuring, capital raising, debt management, stakeholder
engagement, capital allocation, valuations, governance, statutory
and public reporting, risk management, financial controls
Rachel Jafta
63, female, South African
Independent non-executive director
P N* S R
Date of first appointment:
23 October 2003
Date of last appointment: 23 August 2023
Area of expertise and contribution:
Economics, sustainability, corporate
governance and education
Debra Meyer
57, female, South African
Independent non-executive director
S*
Date of first appointment:
25 November 2009
Date of last appointment: 25 August 2022
Area of expertise and contribution:
Sustainability, strategy
Steve Pacak
69, male, South African and British
Independent non-executive director
P A* R*
Date of first appointment:
15 January 2015
Date of last appointment: 25 August 2022
Area of expertise and contribution: M&A,
finance, risk, strategy
1 / 10
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our board and management
For more detailed biographies,
including relevant outside positions on
each director, refer to our website at
www.prosus.com
.
Key
A
Audit committee
R
Risk committee
S
Sustainability committee
P
Projects committee
N
Nominations committee
H
Human resources and remuneration committee
Chair
Angelien Kemna
66, female, Dutch
Independent non-executive director
A R
Date of first appointment: 15 April 2021
Date of last appointment: 25 August 2021
Area of expertise and contribution: M&A,
finance, risk, corporate governance
Cobus Stofberg
73, male, South African and British
Independent non-executive director
S
Date of first appointment:
16 October 2013
Date of last appointment: 25 August 2022
Area of expertise and contribution: M&A,
corporate finance, strategy
Mark Sorour
62, male, South African
Non-executive director
P
Date of first appointment: 15 January 2015
Date of last appointment: 23 August 2023
Area of expertise and contribution: M&A,
corporate finance, strategy
Roberto Oliveira de Lima
73, male, Brazilian
Independent non-executive director
H N
Date of first appointment:
16 October 2013
Date of last appointment: 23 August 2023
Area of expertise and contribution:
Insights into Brazilian businesses, business
management, information technology
Nolo Letele
74, male, South African
Independent non-executive director
S
Date of first appointment:
22 November 2013
Date of last appointment: 25 August 2021
Area of expertise and contribution:
Engineering, media
Ying Xu
60, female, Chinese
Independent non-executive director
S
Date of first appointment: 26 June 2020
Date of last appointment: 23 August 2023
Area of expertise and contribution:
Corporate finance, retail, ESG, online
businesses, China
Sharmistha Dubey
53, female, American
Independent non-executive director
A
Date of first appointment: 1 April 2022
Date of last appointment: 25 August 2022
Area of expertise and contribution:
Engineering, tech businesses
Hendrik du Toit
62, male, South African and British
Non-executive director and lead
independent director
N
Date of first appointment: 1 April 2016
Date of last appointment: 23 August 2023
Area of expertise and contribution:
Investment management, sustainability and
economics
1 / 11
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Enhancing our strategy
Against the background of widespread uncertainty
in recent years, and its impact on markets and valuations,
we have refined our strategy to capitalise on what Prosus
does best – build valuable businesses across the group.
We have a long track record of being both operator and
investor but elevated inflation, high interest rates, declining
market multiples and geopolitical shocks have affected all
companies. While these factors are outside our control,
we have responded by focusing deeply on improving the
performance of our consolidated businesses as we work
on restoring returns across our portfolio.
At a strategic level, we believe that the most proactive
approach to creating value lies in embracing our duality
as operator and investor.
We have a rich heritage of building operating value
through controlled businesses – payTV, ecommerce,
classifieds, food delivery, and payments. In many areas,
we have built great winners. The opportunity has been
even greater for Prosus when there is potential to create
strong ecosystems, for example iFood, eMAG, PayU India
and OLX.
As investors, we look to back the next class
of entrepreneurs building world-class companies.
We have tilted toward operator mode in the past
24 months as we worked to improve our execution and
performance. At the same time, we embrace what
we already are – a company that both operates and
invests, because we believe that structure is the optimal
long-term form to compete successfully in creating value
in the technology industry.
To align with our refined strategy, we also simplified our
operating structure as the next step in a journey
to enhance our organisational effectiveness. Operators
focus on operating. Investors focus on investing. While the
full benefit of this will unfold in the new year, it has already
enhanced morale as our people focus on doing what they
do best in a truly integrated group.
Considering the evolution of technology businesses over the past
two decades, we believe we are now facing a fascinating time
of change, with continued opportunity in existing business models
in the consumer internet arena and new opportunities, driven
particularly by AI and B2B or business-to-business momentum.
We are excited about the opportunity this presents for the
group, given our ability to allocate capital fluidly during such
transitional periods.
Performance
We detail our performance on pages 32 to 45, with our chief
financial officer’s review from page 14. We have come a long way
since our peak losses just 12 months ago, and we aim to strengthen
our execution across a number of fronts.
On an economic-interest basis, group revenue from continuing
operations grew by 12% in local currency, excluding acquisitions
and disposals, to US$31.7bn. This was driven by our ecommerce
businesses achieving profitability six months ahead of our
commitment. Consolidated revenue from continuing operations
grew 11% (19%)
1
to US$5.5bn. Trading profit increased to US$5.8bn
on an economic-interest basis, reflecting a higher share of profits
from Tencent and lower organic investment to scale ecommerce
extensions. As such, core headline earnings rose to US$5.0bn.
Within our portfolio, operations have improved meaningfully.
We own a number of businesses, with long roads ahead for
continued value creation, and we see great opportunity to profitably
scale them further and build their growing ecosystems. Our
FY24 results prove that we are making real and sustainable
progress:
›
We beat our target for consolidated profitability in our ecommerce
businesses. Our profit trajectory has improved meaningfully, and
we are outpacing peers on growth.
›
We continue to invest in ourselves. The open-ended share-
repurchase programme will continue at elevated discount levels
and compound value over time, particularly as the portfolio
reaches profitability.
›
We have eliminated the crossholding and greatly simplified our
operations.
›
We are working to better highlight the value of our ecommerce
assets through growing, listing or selling our businesses,
as appropriate.
›
Core to our future is building sustainable businesses, and we are
making meaningful progress.
1
Percentages in brackets represent growth in local currency, excluding mergers and acquisitions (M&A).
The power of
technology is driving
change in the world
and Prosus is at the
heart of this change.
Ervin Tu
Interim chief executive
Interim chief executive’s review
1 / 12
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Interim chief executive’s review
To summarise our results, beginning with the components of our Ecommerce
segment:
› Our
Food Delivery
segment is now profitable and growing well. iFood’s core
food-delivery business more than doubled its trading profit, and its strong
trading profit margin is 2x the peer average. iFood continues to build new
parts to its already-strong ecosystem.
›
Classifieds’
revenue again grew strongly. The OLX core classifieds business
maintains its position as one of the fastest-growing of its type globally while
improving its trading profit margin substantially. For the year, we have
received proceeds of US$181m as we progress our exit from OLX Autos.
› In
Payments and Fintech
, healthy growth was accompanied by a meaningful
improvement in profitability. The segment delivered good results in its core
PSP or payment service provider business, which is profitable in aggregate,
and in its credit business. Indian PSP revenue growth, although good, was
impacted by restrictions on onboarding new merchants while new licence
applications were processed. We are selling Global Payments Organisations
(GPO) but will retain ownership of Iyzico in Turkey and Red Dot in south-east
Asia.
›
Edtech
delivered poorer revenue growth. Our enterprise platforms, Stack
Overflow and GoodHabitz, recorded mixed results. Stack Overflow was
affected by the rise and adoption of generative AI (GenAI) and ongoing
macroeconomic downturn. It is evolving its product offering for a world
of GenAI and launched OverflowAI while reducing costs to improve
profitability. In contrast, GoodHabitz grew revenue significantly. This growth
and efficiencies improved the trading loss by >100 percentage points.
›
In our
Etail
segment, eMAG returned to growth, driven by higher growth in its
food and grocery extensions in Romania. The same-day delivery and locker
business, now a leading player in at-home deliveries, has shown promising
growth. Headwinds in Hungary and Bulgaria are being addressed.
› Our
Ventures
arm adopted a prudent approach. While again investing less
capital during the year, the team has built a healthy pipeline of prospects for
coming years. We are developing our investment approach across two
strategies: Ventures and Growth+. Ventures will pursue early-stage deals,
while Growth+ will pursue larger situations, including control transactions
of interest to the group.
Improving everyday life
Our group uses technology to improve daily life for billions of people. In doing
so, we create sustainable value for our customers and communities, our many
stakeholders and Prosus itself as we build companies that currently serve over
two billion customers.
By capitalising on our multigenerational record of innovation, adaptation and
reinvention, we deeply understand the opportunity and importance of solving
day-to-day problems for our customers. Equally, we understand that local
entrepreneurs are often best placed to do this.
Accordingly, we continue to identify and back innovative, ambitious local
entrepreneurs. We nurture and support the companies we invest in, because our
experience proves this is the most effective way to build sustainable businesses.
Entrepreneurs also find this long-term approach attractive, along with access
to our operating experience, insight and global scale. These are important
criteria in an evolving and competitive world where available funding has
almost halved since the peak of September 2021.
By aligning technology and data with key customer needs, we increase
convenience, frequency of use, reliability and safety. We also understand that
it takes ongoing investment to build the capabilities underpinning stronger
relationships with customers across the ecosystems of our core segments.
This in turn requires a disciplined approach to capital allocation, grounded
in future returns. Typically, we progressively grow our capital commitments
as we learn and scale. But, as illustrated by recent corporate actions, we are
disciplined about divesting from assets that no longer meet our rigorous return
expectations.
AI is integral to our growth, innovation and competitiveness, reflecting our
unwavering focus on capturing the value of future technological change. Across
Prosus, AI is employed ethically and responsibly to improve the customer
experience and our operational efficiency. We have fully embraced the
potential of GenAI as a technology to improve all our businesses, and as
a key factor in our investment decisions. Our central AI team is instrumental
in becoming a leader in this field.
Responsible operator and investor
As a global technology group, we recognise the power of technology to create
solutions for some of the world’s most-pressing needs. We believe technology
is the cornerstone of a successful transition to a green economy – one that
is inclusive and leaves no one behind.
We are creating lasting value through strategies that improve material efficiency
and drive a systemic transition to a circular economy and low-carbon growth.
At the same time, we are embedding our climate transition plan by setting
and achieving absolute reduction targets on our net-zero journey. In line
with our decarbonisation strategy, we have set groupwide, multiyear, science-
based greenhouse gas emission-reduction targets to drive our plan.
A highlight in this regard was receiving validation of our climate targets from the
Science Based Targets initiative (SBTi). This milestone reaffirms our commitment
to a climate journey aligned with the Paris Agreement to limit global warming
to 1.5°C. In addition to action at the corporate level, we will work with our
portfolio companies as they progress their climate journeys.
Looking forward
We are focused on maximising value over time by growing net asset
value per share and having that reflected in our share price. There
is substantial opportunity in each of our segments, and we will look
to enhance our returns by further improving their operational
performance. At the same time, we aim to allocate capital effectively,
to back exceptional growth companies and learn from past mistakes.
We believe this era will also give well-capitalised companies like
Prosus the opportunity to invest in generation-defining businesses.
AI will play a large role here, and we have real institutional
knowledge. We are carefully assessing how we can play a winning
role both by industry vertical and by geography.
Backing exceptional technology companies, whether through
controlled or minority investment, remains core to our strategy. We will
invest patiently and diligently, focused on both profit and generating
strong returns. Given that a healthy liquidity profile is helpful in
uncertain times, our ambition remains to manage the balance sheet
within our investment-grade rating.
Finally, Tencent is a substantial part of our present and our future.
We are committed to remaining a large shareholder for a long time.
We believe the stock is undervalued across almost all metrics, and
we see a clear trajectory for renewed revenue growth, accelerated
profit growth and continued capital return. We like this about Tencent
in the same way we like this about Prosus.
Ervin Tu
Interim chief executive
22 June 2024
1 / 13
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Chief financial officer’s review
Operational review
In presenting and discussing our performance, we use
certain alternative performance measures not defined
by IFRS, referred to as non-IFRS-EU financial measures,
alternative performance measures or APMs. Such
measures include economic-interest-basis information;
trading profit; adjusted EBITDA; headline earnings; core
headline earnings; and growth in local currency, excluding
acquisitions and disposals. Segmental reviews in this
report are prepared showing revenue on an economic-
interest basis (which includes consolidated subsidiaries
and a proportionate share of associated companies and
joint ventures), unless otherwise stated.
Unless otherwise stated, the growth rates discussed
further in this report compare FY24 to FY23. For further
explanation of the use of APMs, refer to ‘About this report’
in the governance section.
A reconciliation of the alternative performance measures
to the equivalent IFRS metrics is provided in ‘Other
information – Non-IFRS financial measures and alternative
performance measures’ of these consolidated annual
financial statements.
We are pleased to report that the group has achieved
consolidated Ecommerce profitability in the second half
of the financial year and is also profitable for the full year
ended 31 March 2024 (FY24). This is significantly ahead
of our commitment to achieve consolidated Ecommerce
profitability in the first half of the financial year ending
2025. Our work continues to focus on delivering sustained,
profitable growth, which we believe will highlight the value
of our businesses over time.
For the 12 months to 31 March 2024, the group intensified
its focus on profitable growth in its core growth assets,
and in driving improvements in underperforming
investments. Consolidated revenue from continuing
operations grew 11% (19%) to US$5.5bn, driven by strong
performances at OLX and iFood. Ecommerce consolidated
trading profit from continuing operations improved
by a sizeable US$451m (US$429m) to US$38m
in FY24 as growth, scale and cost reduction positively
impacted results. Trading losses for the group have
reduced by US$446m to US$118m in FY24, underlining our
accelerating profitability path.
Core headline earnings, our measure of after-tax operating
performance, were US$5.0bn – an increase of 84% (109%).
While we continue to seek long-term growth opportunities,
external investment (M&A and minority investment) was limited
to US$571m, meaningfully off the US$6.3bn peak in
2022 as we maintained discipline in a challenging investment
landscape. Historically the group had achieved some investing
success over a sustained period of time. But in the last two
years, our internal rate of return (IRR) has been far below
target. Steps have been taken to learn from our errors and
address this underperformance, including by more actively
engaging with our major operating companies and
investments, flattening our overall organisation to get closer
to our businesses and redesigning the investment team,
investment process and incentives. Enhancing our knowledge,
expertise and capability is the group’s DNA, and when
we have conviction in our ideas, we will increase our
deployment of capital.
We have created additional value for our shareholders
by continuing the open-ended share-repurchase programme.
Since its inception in June 2022, this programme has reduced
the free-float share count by 21% and generated US$30bn
of value for shareholders. From the programme’s launch
to 31 March 2024, the combined holding company discount
of Naspers and Prosus has reduced by some 21 percentage
points. Over the same period, Prosus has repurchased
318 170 126 Prosus ordinary shares, with a total value
of US$17.1bn, leading to 8.2% accretion in net asset value
(NAV) per share. Naspers funds its open-ended share-
repurchase programme with regular sales of Prosus shares.
By 31 March 2024, Naspers had sold 113 092 796 Prosus
ordinary shares N and bought back 34 793 336 Naspers
N ordinary shares to the value of US$5.7bn.
In September 2023, we simplified our structure by removing
the cross-holding structure, with overwhelming shareholder
support. Stronger performance of our operating businesses,
better investments, and our open-ended share-repurchase
programme are important contributors to long-term value
creation and shareholder returns. The group remains
committed to these goals.
Decisive management
actions in the previous
review period led to
consolidated
profitability in the
second half of the
financial year,
confirming our stated
commitment to
stakeholders.
Basil Sgourdos
Chief financial officer
1 / 14
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Chief financial officer’s review
iFood continues to deliver strong performance which
underlines its position as one of the best food-delivery
businesses globally. iFood’s core restaurant food-delivery
businesses generated a strong increase in trading profit
of US$137m year on year (YoY). Progress has been
made in developing growth extensions further and the
management team at iFood see significant potential
in their lending, grocery and meal vouchers business. This
strong ecosystem is central to iFood’s long-term potential.
Our Classifieds businesses accelerated profitability
markedly, driven by strong revenue growth and effective
cost-control measures, particularly in OLX Europe. During
the year, we concluded deals or closed most of OLX
Autos, the automobile transaction business.
PayU continued to grow well in its core PSP (payment
service provider) business. Strong revenue growth and
improved profitability were driven by improved operating
leverage and effective cost control, despite regulatory
hurdles in India. The sale of GPO, announced in August
2023, is progressing and expected to close in the second
half of calendar 2024.
In the Edtech segment, the broad adoption of generative
artificial intelligence (GenAI) tools and challenging
macroeconomic conditions have affected our businesses,
particularly Stack Overflow. Revenue growth has been
more modest than anticipated, and we have taken
significant action to improve trading profit and free cash
flow performance given this revenue base. Stack
Overflow has leveraged the group’s inhouse
AI capabilities to improve its AI value proposition with
positive early results. GoodHabitz is benefiting from its
investments in product enhancements and a more
measured international rollout programme.
Financial revenue
Revenue
Our total revenue increased by US$520m, or 11%, from
US$4 947m in the year ended 31 March 2023 to
US$5 467m in the year ended 31 March 2024, primarily
due to Classifieds and Food Delivery and, to a lesser
extent, Payments and Fintech as well as Etail.
We operate in countries and markets across the world,
resulting in significant exposure to foreign exchange
volatility. This can have an impact on reported revenues
and costs as they are generally denominated in local
currency. The financial performance of our businesses
is accounted for in the group in their respective functional
currencies and translated to US dollars.
Total revenue for the year ended 31 March 2024
(US$’m)
Revenue from interest income
Online sale of goods revenue
Classifieds listings revenue
Payment transaction commissions and fees
Mobile and other content revenue
Food-delivery revenue
Advertising revenue
Other revenue
Educational revenue
134
2 130
592
1 098
43
1 192
40
90
148
Online sales of goods revenue represented 39% and 38%
of our total revenue in the years ended 31 March 2024 and
31 March 2023 respectively.
Revenue by geographic market (US$’m)
2023
2024
0
500
1 000
1 500
2 000
2 500
Other
North
America
Latin
America
Western
Europe
Eastern
Europe
Central
Europe
601
526
2 371
1 913
641
750
1 495
1 651
62
106
87
79
Asia
65
68
Group revenue, measured on an economic-interest basis,
was US$31.7bn, an improvement of 1% (12%). This was
driven by a healthy 13% (17%) increase in Ecommerce
segment revenues.
Costs of providing services and sale of
goods
The costs of providing services and sale of goods
decreased by US$65m, or 2%, from US$3 310m for the year
ended 31 March 2023 to US$3 245m for the year ended
31 March 2024.
Platform/website hosting, warehousing costs and costs of
goods sold on those platforms increased by US$139m,
from US$1 718m in the year ended 31 March 2023 to
US$1 857m in the year ended 31 March 2024.
Delivery service costs decreased from US$734m in the year
ended 31 March 2023 to US$370m in the year ended
31 March 2024. This decrease primarily related to the Food
Delivery business as a result of the change in business
model of its logistics business.
Payment facilitation transaction costs increased
by US$169m from US$693m in the year ended 31 March
2023 to US$862m in the year ended 31 March 2024. The
increase primarily related to the Payments and Fintech
business, particularly in India, where increased transaction
volumes with merchants resulted in increased transaction
processing costs. In addition, following the growth in the
Food Delivery business, payments facilitation costs
increased accordingly.
Selling, general and administrative costs
Selling, general and administrative costs increased
by US$365m, or 18%, from US$2 023m in the year ended
31 March 2023 to US$2 388m in the year ended 31 March
2024.
General business administrative cost increased
by US$25m from US$450m in the year ended 31 March
2023 to US$475m in the year ended 31 March 2024,
primarily due to cost increases across all the segments
as they scale.
Staff costs increased by US$289m, or 25%, from US$1 175m
in the year ended 31 March 2023 to US$1 464m in the year
ended 31 March 2024, primarily due to an increase
in share-based compensation costs.
Number of employees for the year ended
31 March 2024
Classifieds
Food Delivery
Payments and Fintech
Edtech
Other Ecommerce
Corporate
Etail
2 811
3 553
8 041
5 215
677
585
166
1 / 15
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Chief financial officer’s review
Total permanent staff decreased from 22 634 at
31 March 2023 to 21 048 at 31 March 2024. Staff
decreased particularly in the Payment and Fintech,
Classifieds and Food Delivery segments. For further
information regarding headcount, refer to the section
on ‘Our people’ on page 54.
Share-based compensation costs increased by US$304m
due to changes in valuation assumptions, including share
prices and volatility, as well as the impacts of allocations
made and vesting of options.
Depreciation and amortisation
Depreciation and amortisation in selling, general and
administration expenses increased by US$1m, or 1%, from
US$169m in the year ended 31 March 2023 to US$170m
in the year ended 31 March 2024.
Finance income/(costs) – net
Net finance income increased by US$561m from a cost
of US$133m in the year ended 31 March 2023 to a finance
income of US$428m in the year ended 31 March 2024.
Interest expense increased by US$4m, or 1%, from
US$553m in the year ended 31 March 2023 to US$557m
in the year ended 31 March 2024.
Interest income increased by US$437m, or 92%, from
US$475m in the year ended 31 March 2023 to US$912m
in the year ended 31 March 2024, due to increased cash
balances on hand.
Interest expense relates primarily to interest on the publicly
traded bonds. Interest income includes interest earned
on bank accounts and short-term investments.
Other finance income increased from a finance loss
of US$55m for the year ended 31 March 2023 to an income
of US$73m for the year ended 31 March 2024. This relates
primarily to fair value gains of derivative instruments, which
include forward exchange contracts offset by foreign
exchange differences related to the foreign exchange
impacts on the translation of assets and liabilities.
Share of equity-accounted results
Our equity-accounted results in equity-accounted companies
decreased by US$2 364m, or 46%, from US$5 174m in the
year ended 31 March 2023 to US$2 810m in the year
ended 31 March 2024. This is driven primarily by Tencent’s
decreased gains on acquisitions and disposals of US$5.8bn
offset by a decrease in impairment losses of US$1.3bn and
increased contribution from its associates of US$638m.
A further positive offset to the lower gains on asset
disposals is Tencent’s strong increase in profitability
by US$1.1bn to US$6.2bn.
Impairments
An impairment on assets of US$645m was recognised
in the year ended 31 March 2023 compared to US$374m
in the year ended 31 March 2024. An impairment
of US$372m was recognised on Stack Overflow in the
current year.
An impairment on equity-accounted investments
of US$1 742m was recognised in the year ended
31 March 2023 compared to US$483m in the year
ended 31 March 2024. The current year includes the
impairment of US$255m on Delivery Hero.
Gain on partial disposal and dilutions
of equity-accounted investments
A gain on partial disposal of Tencent shares
of US$5 053m was recognised in the year ended
31 March 2024 compared to US$7 622m in the year
ended 31 March 2023.
Dilution losses of US$252m were recognised in the year
ended 31 March 2023 compared to dilution losses
of US$238m in the year ended 31 March 2024.
Net gains on acquisitions and disposals
Net gains on acquisitions and disposals of US$54m were
recognised in the year ended 31 March 2023, compared
to net losses of US$3m in the year ended 31 March 2024.
Taxation
Our tax expense increased by US$119m, or >100%, from
US$42m in the year ended 31 March 2023 to a tax
expense of US$161m in the year ended 31 March 2024,
due to increased profits from our continuing operations.
Profit from discontinued operations
In March 2023, we announced the decision to exit the OLX
Autos business unit. All the operations of this business are
presented as discontinued operations as they have been
disposed of, classified as held for sale or closed down
by 30 September 2023. OLX Autos operations previously
presented in continuing operations for 31 March 2023
have been presented in discontinued operations as
of 31 March 2024.
Losses from discontinued operations during the year
amounted to US$270m related to the Autos business unit.
This includes impairment losses of US$137m related to the
operation classified as held for sale as at 31 March 2024.
Core headline earnings
Core headline earnings from continuing operations were
US$5.0bn – an increase of 84% (109%) or US$2.3bn. This
was mainly driven by the improved profitability of our
Ecommerce consolidated businesses and equity-accounted
investments, particularly Tencent, as well as higher net
interest income during the year.
Share capital
At 31 March 2024, the company had 2 577 417 975
ordinary shares N, 6 446 739 ordinary shares A1 and
2 869 537 584 ordinary shares B in issue. Details are
reflected in note 23 of the consolidated financial statements
and note 9 of the company financial statements.
Cash and debt position
The group’s balance sheet is strong, with US$16.0bn cash
on hand (including short-term investments). We remain
committed to managing our balance sheet within its
investment-grade rating; therefore, not all the cash on the
balance sheet is available to the group. At 31 March
2024 our estimate is that US$8.0bn is available for new
investment.
The group’s free cash inflow was US$422m, a sizeable
improvement from the prior year free cash outflow of
US$382m. This was due to increased profitability in Food
Delivery and Classifieds as well as better working capital
management in the Etail segments and Payments and
Fintech. Excluding OLX Autos, free cash inflow was
US$524m. Tencent remains a meaningful contributor to our
cash flow via an increasing dividend, which was US$759m
for the financial year ended 2024. The group has also
received its dividend for the financial year ending
2025 amounting to US$1.0bn.
Basil Sgourdos
Chief financial officer
22 June 2024
1 / 16
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our strategy
Our strategy for building sustainable long-term value remains relevant and differentiated – we pursue growth by building and investing in leading companies that empower
people and enrich communities.
Build global
technology
leaders to …
… address big
societal needs …
… in high-growth
markets …
… where we
can build
sustainable
leading positions.
Strategic priority 1:
Drive profitable growth in our core businesses
We have identified opportunity in technology globally, knowing that certain markets will thrive more than others.
Backing winning segments
We will continue to focus on our core segments and drive organic growth in the underlying companies. While tech has done well across the board, we have invested in segments where we believe there
is markedly more growth potential.
Targeting high-growth markets around the world
›
While regulatory change has recently curbed investor enthusiasm in
China
, we believe it remains one of the most attractive internet markets, and Tencent is well positioned. We also believe that
considered regulation ultimately can be healthy for any industry or market – in time, businesses will adjust and investor appetite will return.
›
India
is a priority, and we are strengthening our teams and investments there. We will focus on backing local entrepreneurs to ensure we align well with India’s domestic priorities.
›
We are investing more in
south-east Asia
. We see opportunity there – growth is strong and smartphone adoption is rising rapidly.
› In
Brazil
, we see strong opportunity for iFood. Again, we are focused on organic growth, particularly strengthening iFood’s local ecosystem. That ecosystem is centred around a strong food-delivery core
supplemented by offerings in grocery, convenience retail and fintech.
›
We will continue to monitor markets for opportunities and be selective in our approach, prioritising the best opportunities.
Strategic priority 2:
Expand local ecosystems
Our businesses are building ecosystems with a strong local presence.
›
Our Food Delivery businesses are building on their sizeable delivery operations to extend into adjacent delivery verticals, such as convenience and grocery. This creates more value for customers and
more value for our businesses.
›
We are expanding our Payments and Fintech platform in India to create a broader ecosystem.
›
We are building valuable local ecosystems around local market heroes, such as eMAG in Central and Eastern Europe. eMAG is building Romania’s largest last-mile delivery platform, growing food
delivery rapidly, and expanding into grocery delivery.
Strategic priority 3:
Find new operating and investing areas for growth
Apart from our existing core segments, we aim to explore new areas with world-changing companies that can provide future growth, both from an operating and from an investing perspective. One
direction to explore is segments in which GenAI may become a growth driver. The goal is to look aggressively but deploy carefully only when we find genuinely exceptional businesses.
Strategic priority 4:
Be a force for good
Shareholders, regulators and many other stakeholders are increasingly interested in how seriously we take our responsibilities as a global technology group: how well we look after our people and our
customers; the kind of role we play in society; and the impact of our businesses on the planet.
We have a strong heritage of acting responsibly as a group. But much of this good work has been implicit – a natural consequence of fundamentals such as being disciplined about long-term value
creation, backing entrepreneurs who share our values, and focusing on improving people’s everyday lives through technology.
We believe it is now essential that we do business with the stated goal of being a positive force for the world around us. We will therefore ensure we are all clear on our role in the world, and on our
expectations of each other. Through our Ventures arm, we are increasing our focus on sustainable investment themes, such as agtech (agriculture technology) and healthtech.
We have also formalised our approach to responsible investment.
We are all united by our shared purpose – to improve everyday life for billions of people through technology – and our shared values.
You can find more details on page 46.
Our approach
Active:
We regard funding as the
baseline. We play an active role in
the growth of companies we back.
Focused:
We make targeted investments
across our core segments and
competencies.
Long-term view:
We are patient,
disciplined and dispassionate: we build
companies sustainably over time and exit
those no longer meeting our required
hurdles.
Responsible:
We matter to the
customers and communities we serve.
We strive to maximise our positive
impact on society and the planet.
Underpinned by a rigorous process:
invest, scale, crystallise
Operating in four core segments
Payments
and Fintech
Food
Delivery
Classifieds
Edtech
1 / 17
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
How we create value – our business model
COPY TO BE
SUPPLIED
Business activities
Our material risks
Our business model is directly linked to our strategy (page 17).
Build global tech
leaders to ...
... where we can
build sustainable
positions.
... address
big societal
needs ...
... in high-growth
markets ...
Our stakeholders
Customers and users
Investors and lenders
Industry bodies
Media
Employees
Business partners
Our planet and its people
Government and regulators
Workers in value chain
See page 22.
Capital allocation risk
Disruptive technology
Geopolitical and social tension
System security breach
Workforce or leadership shortages
Adverse legal or regulatory developments
Reputational damage or misconduct
See page 29.
Climate action
Sustainable deliveries
Water use
People (own workforce management,
diversity, equity and inclusion, talent
attraction and retention)
Management of workers in value chain
Social inclusion
Data privacy and cyber-resilience
Digital regulation and AI governance
Business integrity
Responsible investment
Geopolitical stability
Environmental topics
Social topics
Governance topics
1 / 18
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
How we create value – our business model
1
Based on actual Naspers core in local currency, excluding M&A, based on budget.
2 Based on actual Naspers FCF, excluding approved adjustments.
3 Employees in group-level functions.
Total consolidated ecommerce profit from continuing
operations of
US$38m
Total consolidated trading losses from continuing
operations of
US$118m
SDG 9
SDG 12
>550 data scientists on the team
>13 000 associates that have the Prosus AI Assistant
available
Technology and process innovations across our
portfolio
SDG 9
44
advisory and assurance projects to ensure
cybersecurity risk management
No cyberbreaches in subsidiaries that had a
material operational or financial impact above
US$10m
in FY24
SDG 9
SDG 17
Human rights assessments across our value chain
96%
of group
3
employees completed ethics and
compliance e-learning
iFood implemented an integrated strategy orientated
towards social impact focusing on earnings, social
protection, safety, valorisation and respect
SDG 8
SDG 16
SDG 17
Consolidated group revenue from continuing operations:
US$5.5bn
Core headline earnings, including Tencent
1
:
US$5.0bn
Free cash inflow
2
:
US$422m
, a sizeable YoY improvement
SDG 9
SDG 12
In the employee engagement survey, we did not improve the
engagement score
MyAcademy has enabled
127
technology colleagues to earn
AI nanodegrees with Udacity and
775
AI-related certifications
through Coursera
SDG 5
SDG 8
The Science Based Targets initiative (SBTi) verified the group
reduction targets
Two portfolio companies have verified science-based climate
targets
All companies are expanding their scope of disclosures to
include material areas of scope 3 emissions
SDG 13
Prosus supported Refugee Company, a non-profit organisation
based in the Netherlands supporting refugees and asylum
seekers, with €150 000 over three years to offer learn-work
programmes
Building a partnership with ACT Capital Foundation supporting
Green Startup Pledge, the world’s first climate pledge designed
for startups
SDG 10
SDG 8
SDG 11
SDG 17
Strong brands and solid reputation
All subsidiaries completed two cycles of assessments across
17
data privacy domains set out in the group’s privacy maturity
model. Each company has selected at least two specific goals
to improve maturity over the year. All subsidiaries reported on
maturity and progress on focus areas
SDG 17
Maintained
high
standards of product quality
We offer highly specialised training on several AI themes for engineers and product managers, including model deployment, ML pipelines,
ML operations and natural language processing. A new addition is a series of tutorials and practical education modules on GenAI, such as
prompting or training language models
Increase of 8.2% in net asset value per share since the beginning of the year
Impairment on goodwill decreased from US$560m recognised in the year ended 31 March 2023 to US$374m in the year ended 31 March 2024,
relating to Stack Overflow and OLX Autos in the prior year
SDG 9
We continue to deliver robust financial performance
›
Achieve revenue at target
›
Achieve core headline earnings at target,
including Tencent
›
Achieve free cash inflow to equity at target
›
Achieve consolidated Ecommerce profitability
by H1 FY25
We create workplaces with a fair and inclusive culture
›
Diversity and inclusion is a business strategic
priority and is measured
›
Improve employee engagement with a positive
engagement score at target
›
MyAcademy is a critical element in our AI and
machine learning (ML) transformation plan. We use
it to train people who are not in engineering roles
in AI and ML, through our AI for everyone course
Through our intellectual property, we drive change
and innovation in the industry
›
Throughout the investment life cycle, we strive to
ensure that scientific and technical standards
informing design and research in AI products
and services are robust, and of high quality.
We assess this continually
We recognise that privacy is an important value and
an essential element of public trust. We expect each
of our businesses to adhere to our group policy
›
Seven key elements of a data privacy
programme to ensure our core data privacy
commitment and approach are followed in
ways that really work for our businesses
We treat our partners fairly and drive high social
value in our operations
›
As part of our purpose to use technology to
improve the everyday lives of billions of people,
we focus on promoting inclusive, economically
secure communities by doing what we do best
– supporting promising entrepreneurs to make
a lasting impact on the communities around
them
›
Beneficiaries supported through community
investment programmes
We deliver long-term shareholder value through disciplined
capital allocation
›
Meaningful internal rate of return (IRR) ahead of cost
of capital
We are committed to investing in and scaling digital services and
technologies to address global challenges at a local level
We provide innovative platforms and services to customers
globally
›
Continue to build our AI capabilities by increasing the
number of ML modules in production
›
Apply strict discipline to capital allocation, and act with
integrity to promote ethical business principles
We implement and maintain strong cybersecurity and enhance
resilience
›
Ensure cybersecurity and technology risks are managed by
our businesses
›
Focus on ransomware prevention and response
preparation
We are committed to conducting business in compliance with the
law and behaving ethically
›
Human rights statement adopted across the group and its
subsidiaries
›
Enhanced ethics and compliance training
The group is committed to achieving net-zero emissions which is
embedded in key performance indicators
›
Majority-owned businesses to measure and document
material scope 3 emissions and obtain limited assurance
from auditors
›
Enhance ESG performance
›
Implement a climate transition plan
How we measure value
Outcomes
SDGs
Value creation
Value preservation
Value erosion
1 / 19
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
The world in which we operate
Amid protracted global uncertainty,
technology is transforming how people
everywhere live their lives and creating
value for all.
The economic cycle is distorted in the post-pandemic
era, and forecasting is more difficult than usual. The
complexities are multiple: inflation, although subsiding,
remains above target levels; interest rates have climbed
significantly with no signs of returning to the pre-2020 era;
and the start-up funding scene is anaemic, with the IPO
window largely shut. The geopolitical arena continues
its shift towards a less stable, multipolar system,
compounded by ongoing conflicts in Ukraine and Gaza
and persistent US-China tensions. Yet, amid these
challenges, 2023 and the beginning of 2024 saw
a surprising bull run in United States public markets,
fuelled by economic growth that surpassed expectations
and the burgeoning promise of generative AI (GenAI).
We have identified key trends relevant to our business
across the macroeconomic environment, technology and
society, and investor landscape. Their implications have
been distilled into four strategic priorities for the group
(covered in our strategy on page 17).
Macroeconomic environment
A year ago, the global economic outlook was generally
pessimistic. Different from these predictions, 2023
unfolded with a mix of positive and negative economic
elements. The US defied expectations with a forecast real
GDP growth rate accelerating to 2.5%
1
in 2023. India also
exceeded growth forecasts, emerging as a bright light
of economic optimism. Although struggling with low
or negative growth in some regions like Germany, Europe
successfully navigated its energy transition away from
Russian gas. However, China was hindered by the
property-sector crisis, elevated youth unemployment,
subdued consumer confidence and challenging
demographic developments.
Real GDP growth (%)
2022
2019
2020
2021
10
8
6
4
2
0
(2)
(4)
(6)
2023F
Forecast
2024F
Euro area
USA
World
China
India
2025F
Source: EIU (Dec 2023).
GenAI
We systematically explore emerging technologies and
accelerate them across the group. Refer to the section
on artificial intelligence on page 57.
Our world is changing rapidly
and we have a role to play
Changes in capital markets
ESG investing is now the norm as investors demand and integrate
environmental and social data into their decisions.
Future of business
As a digital technology investor and operator, we have an
opportunity and a responsibility.
Increased pressure on natural resources
High-growth markets have the largest vulnerable populations
and resource disparities.
Global developments
The shared global challenges of climate change and rising
inequalities demand action from all sections of society.
Eight billion people and rising
Our footprint is in high-growth markets.
Decreasing inflation and elevated
interest rates
The decrease in global inflation since its peak in 2022,
achieved without surges in unemployment, has sparked
cautious optimism.
However, the decrease seems to have plateaued and
core inflation remains stubbornly high. Reaching the 2%
US inflation target soon appears unlikely due to several
factors, including the robust labour market.
Additionally, geopolitical tensions in the Middle East pose
severe risks for inflation.
Inflation rates and policy rates in major
economic areas (%)
Jan-19
Mar-24
United States
Euro area
China
India
12.5
10.0
7.5
5.0
2.5
0.0
Jan-19
Mar-24
Jan-19
Mar-24
Jan-19
Mar-24
(2.5)
Inflation (%)
Policy rate (%)
Source: BIS, OECD, Trading Economics; note: for euro area, showing the main refinancing
operations rate.
Major central banks have persisted in tightening
monetary policies, aligning with the ‘higher-for-longer’
narrative. They are cautious about reducing rates too
aggressively and prematurely. It is increasingly likely that
interest rates will remain elevated and not revert to prior
near-zero levels, as indicated by the increase in longer-
term interest rates in 2023.
Public markets in 2023 and early 2024 were unexpectedly
resilient. Following the challenging climate of 2022, key
indexes such as the S&P 500 and Nasdaq recovered
robustly to their historical peaks, driven among others
by the fast development of GenAI.
The outlook is quite uncertain, if only due to geopolitical
instability – undermining social cohesion, happiness and
stability. Companies that address societal needs, like
Prosus, have an important role in reducing inequality.
Diverging prospects across
countries – India remains strong
While some macroeconomic drivers are similar across
the world, there is wide variation in how economies have
been performing.
China’s GDP growth in calendar 2023 was 5.2%
1
, driven
by recovery from the zero-Covid-19 policy. A key area
of concern for China is its property sector, which remains
a drag on the economy. The sector’s downturn has had
ripple effects on overall economic growth and consumer
confidence. China has been stimulating growth in new
industries to reignite its economy.
In 2023, India’s economy was a bright spot in the global
economic landscape, with a robust GDP growth rate
of 7.3%
1
. The country’s outlook remains among the
most promising of major economies.
Tech and society
The pandemic changed people’s lives forever by
accelerating the use of technology. However, the
consequent growth of tech titans produced a countertrend
of anti-tech sentiment and rising regulation. As a
responsible tech operator and investor, we are well
positioned to navigate and contribute to our changing
world – creating value for our stakeholders.
1 Economist Intelligence Unit (EIU) March 2024.
1 / 20
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
The world in which we operate
Pandemic patterns changed the world
Since calendar 2020, people have redefined how they work, interact, shop and
play, with much of this everyday activity moving online. As pandemic restrictions
lifted, a new balance between online and offline has been established, but the
shift to online is now entrenched. At the same time, sustainability has become
a pressing concern given the mounting evidence of a climate crisis. In tandem
with moving online, people are becoming far more climate aware and they
increasingly expect companies to play their part.
The rise of a tech-enabled world
Technology is at the heart of transformation and tech titans have become the
most valuable companies in the world. The changes evident in recent years
are foundational and expected to endure. The way we live our lives, the way
companies operate and market their products – people and businesses are
relying more on technology.
Global crackdown on big tech
While the technology sector has growth potential, challenges remain given
the world’s increasingly critical and political view of the sector. Accordingly,
regulation is growing. This is normal – historically, all new sectors have faced
greater oversight as they grew. Broad technological advancements pose
challenges for regulators who strive to maintain a balance between fostering
innovation, protecting consumers, and addressing the unintended consequences
of digital disruption at scale. Globally, regulators must balance their
responsibility to protect citizens with encouraging innovation in new technologies
and businesses while avoiding the risk of overregulation.
Investor landscape
Tech investment activity and valuations peaked in calendar 2021 when global
capital was committed quickly on a broad range of investments. While private
deal flow slowed significantly in calendar 2022 and 2023, we believe our focus
remains true – we are confident that disciplined investment in exceptional
entrepreneurs with outstanding tech-led businesses positions us to create
long-term value.
Downturn in tech investing
According to PitchBook data and based on calendar years, global venture investment plummeted in 2022 and 2023 to the levels of 2017.
Private funding rounds* (US$’bn)
Number
60
40
20
0
2 000
1 500
1 000
500
0
Jan-17
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Aug-17
Jul-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
Apr-18
May-18
Jun-18
Aug-18
Jul-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Aug-19
Jul-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Aug-20
Jul-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Aug-21
Jul-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Aug-22
Jul-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
Jan-24
Feb-24
Mar-24
May-23
Jun-23
Aug-23
Jul-23
Sep-23
Oct-23
Nov-23
Dec-23
Amount (US$’bn)
*
Tech companies, excluding China, only primary funding rounds with announced amount.
Source: Prosus tech company database, PitchBook, CB Insights.
Against this background, we will remain a disciplined technology investor, creating sustainable value in our distinctive way.
Responding to the trends
In the past year, the world has been shaped by powerful macro, geopolitical, technology, regulatory and investor forces that have been challenging for all.
Despite the challenges, we remain focused on improving lives through technology and well positioned to capitalise on opportunities in this time of dislocation. We are
prudent, focused and have an operator’s advantage in assessing and optimising investments. Our global network is strong and our differentiation as patient, company-
building capital is distinctive. We have well-established businesses in our portfolio as well as assets that can provide meaningful capital as we need it.
Momentum on ESG regulations
Globally, sustainability reporting requirements are increasing significantly and pose additional compliance challenges. In the European Union, the Corporate
Sustainability Reporting Directive (CSRD) has been adopted into legislation, effective from 5 January 2023, that requires EU businesses – including qualifying
EU subsidiaries of non-EU companies – to disclose their environmental and social impacts, and how their environmental, social and governance (ESG) actions affect their
business. This includes large foreign multinational groups with EU subsidiaries. The cumulative effect of these expansions brings the total number of companies affected
by CSRD to almost 50 000 (more than €22tn in net turnover). Non-EU companies fall under the scope of the CSRD if they meet certain criteria: (i) listed on an EU-regulated
market with securities like stocks or bonds; or (ii) generate annual EU revenues surpassing €150m, with an EU branch annual net turnover of €40m (the EU turnover test).
In India, Business Responsibility and Sustainability Reporting (BRSR) guidelines are a comprehensive ESG reporting framework that are mandatory for top 1 000 listed
companies from 2023, with reasonable assurance required on a broad set of qualitative and quantitative disclosures. This also impacts our group significantly. Our
companies are mostly private, which are at a disadvantage as they have yet to build their ESG disclosures to the level of mature European ESG counterparties, which
is expected by the upcoming disclosure regulations. We have a strong commitment to transparency and to raising awareness about this deep divide between companies
that have mature ESG disclosures to those starting on that journey.
1 / 21
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Engaging with our stakeholders
To create sustainable value for our stakeholders, we actively engage to elicit their
feedback. These engagements further inform our direction and strategic choices.
We value their input and build constructive, long-term relationships to enable
ongoing dialogue.
To support the board in fulfilling its governance role, the sustainability committee retains oversight of stakeholder
management across the group. To balance the needs, interests and expectations of a diverse group of stakeholders,
we take an inclusive approach.
Our key stakeholder groups:
Customers and users*
We want to help customers and users
improve their everyday lives. Customers are
indirectly represented through our portfolio
of companies across various geographies
that deliver services to their customer base.
Employees*
Our employees are the heart of
our success. Their commitment and
entrepreneurial drive make all the
difference.
Investors and lenders^
We are a for-profit organisation committed
to delivering value to shareholders and
investors.
Business partners*
We work closely with our business partners,
including suppliers and consultants.
Industry bodies*^
We aim to be a responsible participant
in both the digital technology and investing
sectors, playing an active part in our
shared progress.
Our planet and its people*
We are committed to making a lasting
positive impact for society and the world
we live in.
Media^
We report transparently and aim
to communicate to our broad stakeholder
community through constructive relationships
with the media.
Government and regulators^
We recognise how important it is to work
with governments and regulators as our
portfolio of companies has a big impact
on people’s lives across diverse
jurisdictions.
Workers in value chain*
We create income opportunities for a broad spectrum of people who are the delivery partners for our food-
delivery and etail businesses. Our portfolio companies with extended value-chain workers in their ecosystem
engage in dialogue and engagement with their delivery partners.
* Affected stakeholder
^ User of information
Quality of relationship
Positive
Stable
Challenging
Customers and users
Our response and impact
›
Continuously improving our
product ranges and customer
experience
›
Ensure our offerings are
competitively priced
›
Customer-focused initiatives
include investing in and
developing AI and ML (machine
learning) to improve
convenience and safety,
developing new services such
as home delivery of groceries.
What matters to them
›
Positive experience – safety, fast
delivery, return and feedback
›
Competitive pricing and range
of products
›
Content preference
› Trust
›
Data privacy.
How we engage
(indirectly through our portfolio
companies)
›
Electronic communication (email,
SMS, apps, web and social
media platforms)
›
A/B testing of new products and
services
›
Call centres, showrooms and
client relationship managers
›
Workshops and events
›
Surveys and market research.
Material matters
Our response and impact
›
Continually investing
in developing our people,
including creating and
supporting professional
development opportunities
›
Recognise great work through
fair and competitive rewards
›
Focus on building an inclusive,
empowered and supportive
culture
›
We care for our people through
focused health and wellbeing
initiatives
›
On our path to profitability, cost-
saving initiatives were necessary,
including staff reductions.
What matters to them
(including board members and
management teams)
›
Providing jobs with meaning and
sense of purpose
›
Recruiting, retaining and
developing talent
›
Culture, diversity and inclusion,
employee wellbeing and
engagement
›
Job security.
How we engage
›
Ongoing dialogue with our
people embedded in our work
practices
›
Formal and informal channels
to engage and encourage open
communication, from leadership
and CEO updates by email and
video to face-to-face gatherings,
online collaboration and
content-sharing
›
Continuous learning and
development through our online
learning platform MyAcademy,
and live education programmes
›
Support for retrenched
employees.
Employees
Material matters
Stakeholders
1 / 22
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Stakeholders
Our response and impact
›
Management engages regularly
with investors
›
Engagement and reporting
includes focused messaging
on the path to profitability, value
crystallisation, open-ended
repurchase programme and
simplifying group structure
›
Biannual updates on internal
rate of return for the total
portfolio and Ecommerce
›
Concentrating on reducing the
holding company discount
›
Improved our ESG
communications and disclosures.
What matters to them
›
Holding company discount
›
Path to profitability and cash flow
generation
›
Capital allocation: Further
buybacks, investment in core
assets, and responsible M&A
›
Crystallising value at the right
time
›
Internal rates of return
›
Remuneration policy and
disclosure
›
ESG strategy, performance and
disclosures
›
Strategy for core sectors, and how
we are investing for growth
›
Competition in various markets
›
Our approach to managing
geopolitical and macroeconomic
risks.
How we engage
›
Investor meetings and
teleconferences
›
Conference participation
›
Interim and annual reports
›
Financial results presentations
and investor days
›
Business deep-dives
›
Press and stock-exchange
releases
›
Reporting via corporate website
›
Dedicated email address for
inbound queries and distributing
announcements
›
Instructive videos.
Investors and lenders
Material matters
Quality of relationship
Positive
Stable
Challenging
Our response and impact
›
Our businesses focus
on maximising positive impact
in local communities
›
Our group aim is to develop
products and services that meet
societal needs
›
Contribute to enabling and
encouraging conscious
consumerism
›
Focus on hiring local employees
and growing local talent, as well
as investing in local businesses
›
Safety of our employees
is paramount. We offer
appropriate support based
on jurisdictions where
we operate
›
Group legal compliance
programme is tailored to unique
risks and local laws for each
business
›
Responsible approach to tax.
Our planet and its people
What matters to them
›
Minimising our environmental
impact
›
Social investment to support
meaningful impact
›
Local employment and value
creation, including supporting
local businesses
›
Adhering to local laws and
paying taxes due.
How we engage
›
Community investment
programmes
›
Employment offering and service
providers
›
Website content and public
announcements on material
matters.
Material matters
Our response and impact
›
Regularly engage with key
journalists and editors to build
relationships and understanding
›
Proactively schedule media
interviews to brief on strategic
updates and significant news
›
Build announcement plans
to maximise coverage
›
Respond to requests for
comment in line with
communications and investor
relations policies
›
Quick to correct inaccurate
commentary or articles,
as appropriate.
What matters to them
›
Our investment strategy and
performance
›
Requests for comment on rumour
and speculation, notably
on potential acquisitions and
divestitures
›
Requests for comment
on reputational risk issues, such
as cybersecurity and privacy
›
Our focus on geographies and
our view on key industry sectors
›
How we work across our group
companies.
Media
How we engage
›
Press releases, editorials and
articles
›
Interviews and reactive comment
›
Reporting through company
website
› Events.
Material matters
Our response and impact
›
Strong relationship management
systems ensure regular
communication between key
management and business
representatives
›
Structured grievance processes
ensure we take timely action
on any dispute to find
a resolution
›
Through active negotiations,
we ensure mandates clearly
lay out the relationship and
agreement terms and
requirements
›
Business approaches are
reviewed regularly to ensure
they align with international
norms.
What matters to them
›
Continued supply of products
and services
›
Awareness of relevant
developments in the business
›
Understanding and recognising
our partners’ rights, specifically
on changing procurement
processes, pricing, content,
platform use, privacy and
security.
How we engage
›
Structured meetings, calls and
electronic communication
›
Informal day-to-day
communication.
Business partners
(supplier/vendor)
Material matters
1 / 23
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our response and impact
›
Take the lead in responding
to industry consultations
on proposed regulations and
legislation
›
To build understanding and
engagement across the industry,
we share our approach and
examples of action on specific
material matters, such as how
we align to changing legislation
›
Produce thought leadership and
position papers.
What matters to them
›
Clear communication of material
matters
›
Engagement on increasing
meaningful and positive impact
›
How to ensure a positive sector
experience, for example through
regulation and culture of the
sectors.
How we engage
›
Membership of selected and
appropriate bodies
›
Co-operating with selected
partners on projects addressing
legislative initiatives.
Industry bodies
Material matters
Our response and impact
›
We are transparent and ensure
compliance with all applicable
laws and regulations
›
Formal representations and
written submissions to express
views
›
Provide information to policy-
makers in the form of expert
advice, based on our global
experience as well as
technology and sector expertise.
What matters to them
›
Sustainable development
›
Innovation and entrepreneurship
›
Competition policy
› Taxation
›
Investments and international
trade
›
Data protection and privacy
› AI
› Cyber-resilience
›
Private-public partnerships,
international and other
collaborations
›
Intermediary liability
›
Financial services legislation
›
Copyright and IP
›
Tech policy, including
ecommerce
›
Societal contribution, including
employment and social policy.
How we engage
›
Direct participation in advisory
committees, meetings and public
consultations
›
Formal one-on-one meetings
and round-table discussions
›
Response to sector and
company-specific enquiries
›
Indirectly through sector and
industry associations
›
Participation in international
events, such as BRICS (Brazil,
Russia, India, China and South
Africa) summits and participation
in World Economic Forum
›
Site visits, including hosting
official delegations
›
Annual report.
Governments and regulators
Material matters
Stakeholders
Our double-materiality assessment
Over 2023 and 2024, we performed a double-materiality assessment following the impact and financial materiality
definitions and requirements according to the July 2023 guidance of the European Sustainability Reporting Standards (ESRS).
The objective of this assessment was to determine and identify the material impacts, risks and opportunities linked to our
ecosystem of business operations and activities based on evaluation of the quantitative and qualitative factors and our
application of the management-determined threshold. These areas of impacts on the planet and its people and the
potential financial risks and opportunities for our group will inform our strategic sustainability priorities, both in the short
to medium term and consequently in the longer term. The underlying sub-objective is to guide our reporting and to meet
requirements in the new Corporate Sustainability Reporting Directive (CSRD).
Though considered a reporting guideline, we have taken this opportunity and have applied the CSRD guidance to conduct
a deep and extensive review of our business strategy, operations and activities, welcoming the broad and in-depth input
of our stakeholders. In this assessment, we built on the approach previously taken on mapping our material areas of impact,
incorporating the guidance on double materiality as per the ESRS.
The double-materiality assessment process followed a four-step approach as presented below. This process and the
outcomes were presented to key internal stakeholders, including the highest level of management, functional leads and
experts and the sustainability committee, for their commentary and input.
Step 1: Context and stakeholder identification
In this step, we identified the context in which we operate, specific (sector) value chain(s), main activities, affected
stakeholders and users of information.
For our value-chain mapping at the holding company level, we identified our ‘suppliers’ as upstream, ‘corporate’ as own
operations and our ‘subsidiaries, associates and investments’ (defined by the type of business activity/type of platform)
as our downstream. Additionally, we mapped the extended value chain of each segment guided by the nature of their
business, upstream, own operations, downstream and business partners. Furthermore, representatives of subsidiaries and
significant minorities were included in the process. Our value-chain mapping is shown on page 25.
Quality of relationship
Positive
Stable
Challenging
Our response and impact
›
We are transparent and ensure
compliance with all local laws
and regulations
›
We work with our portfolio
companies to ensure adoption
of our principles and
continuously engage and
monitor across the material
aspects of worker wellbeing.
What matters to them
›
Flexible working opportunities
with adequate benefits
› Wellbeing
›
Personal development.
Workers in value chain
How we engage
(indirectly through our portfolio
companies)
›
Engage our portfolio companies
to ensure our principles
on worker wellbeing are
embedded in their approach
to value-chain workers
›
Portfolio companies, where
possible, formal and informal
channels to engage and
encourage open communication.
Material matters
1 / 24
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Vendors
Classifieds
Own workforce
Food Delivery
Own workforce
Etail
Own workforce
Edtech
Own workforce
Social and
internet platforms
Own workforce
Payments and
Fintech
Own workforce
Investments
Subsidiaries
Associates
Value-chain mapping
Naspers
/Prosus
Own workforce
Business partners
Vendors
Business partners
Vendors
Business partners
Vendors
Business partners
Vendors
Business partners
Vendors
Business partners
Vendors
Third-party
delivery partners
Third-party
delivery partners
Third-party
delivery partners
End-consumers
End-consumers
End-consumers
Business partners
Business partners
End-users
End-users
Merchants
Individual consumers
Financial institutions
Upstream
Downstream
To create sustainable value for our stakeholders, we actively engage with them to elicit their feedback. These engagements further inform our direction and
strategic choices. We value their input and strive to build constructive, long-term relationships to enable ongoing dialogue.
Refer to page 22 for a better understanding of how we engage with our stakeholders.
Our double-materiality assessment
Step 2: Identify potential sustainability matters and
related impacts, risks and opportunities
The next step was to identify the environmental, social and governance (ESG) matters
that are material to our organisation and our stakeholders. In previous years, we have
conducted a materiality assessment that was aligned with the GRI. Considering there
has been no material change in our company business activities or composition, the
sustainability matters already identified formed a basis for our long-list mapping.
We used the ESRS sub-(sub-)topics to map this initial list of topics, complemented
with additional documents, standards and frameworks such as WEF Risk Report
and Sustainability Accounting Standards Board (SASB). The internal risk register,
prepared as part of our regular risk management process, was used to consider
the financial lens.
We then engaged our stakeholders through a survey to understand their priorities.
This survey was sent to a broad group of internal and external stakeholders, out
of which 80% responded, being representative of all affected stakeholders.
Following this, we mapped impacts, risks and opportunities related to the topics
identified in the survey phase. This had three specific components:
1
Selection of subject matter of experts:
Specific topic experts were identified for
their input on the impacts, risks and opportunities (IROs) related to sustainability
matters on which they have expertise. Some of these experts had business function
and oversight on the financial implications of risks and opportunities relevant to their
area of expertise. Wherever possible, this included functional leads at the
corporate/group and subsidiary level.
2
Onboarding:
Onboarding sessions were held for this diverse range of experts
to familiarise them with the concept of double materiality and the inherent sub-
concepts, such as impact materiality and financial materiality. We ensured they
had sufficient understanding to provide meaningful input on framing and scoring
the IROs.
3
IRO mapping:
Each expert was then involved in multiple sessions of IRO mapping.
These included: a review and/or update of topics and sub-topics based on the
organisational context, framing of impacts, risks and opportunities and mapping
of sectors and value chain applicable to each impact, risk, and opportunity.
The IROs were mapped across the value chain and disaggregated at sector/business
model level. Our analysis included, where possible, significant minority investments.
Disaggregating impacts, risks and opportunities at the sector level allowed us to
be comprehensive in our assessment of material areas of impact (step 3). This level of
disaggregation was fundamental as different IROs are relevant for the diverse business
models in the group (see also our value-chain mapping for each material IRO).
1 / 25
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our double-materiality assessment
Step 3: Scoring process summary
Next, we assessed the materiality of identified impacts,
risks and opportunities in our extended value chain
at a disaggregated level. Experts on the material
sustainability topic from subsidiaries participated and
shared their perspective as the foundational approach
to this assessment. Other than functional experts such
as HR, or ethics and compliance officers, we also
leveraged their proximity to customers and end-users
as a proxy for their voice in this process.
Aligned with the ESRS, experts assessed impact
materiality by the severity of impacts in terms of scale,
scope and irremediability and the likelihood
of occurrence.
›
When scoring ‘scale’, experts assessed how grave the
impact is for people or planet on a scale of 1 (minor)
to 5 (significant).
›
When scoring ‘scope’, experts assessed how
widespread the impact is based on parameters such
as number of people or geographical area affected.
The scale varied from 1 (limited) to 5 (significant).
›
When scoring ‘irremediability’, experts assessed
whether and to what extent the impact could
be remediated on a scale from 1 (easy to remedy)
to 5 (non-remediable). This parameter was scored for
negative impacts only.
›
When scoring ‘likelihood’, experts assessed the
likelihood of occurrence based on the context and
mitigation measures in place ranged from highly
unlikely to highly likely on a 5-point scale, which was
translated into a multiplier factor (0.8 to 1.2). The
likelihood dimension is used to adjust the severity
of impacts. We believe assigning a higher likelihood
to potential impacts helps us identify and keep track of
impacts that could be of lower magnitude (but highly
likely). Actual impacts are also multiplied by 1.2 to
make sure these are not overlooked.
For financial materiality, experts scored the magnitude
of financial effect and the likelihood of occurrence.
›
When scoring the magnitude of the financial effect,
experts assessed the potential impact on the business
model which was rolled up to the group’s cash flows,
development, performance, position, cost of capital
or access to finance on a scale from 1 (minor) to 5
(significant).
›
The guidance to the experts for scoring of ‘likelihood’
of occurrence of risks that may have financial
implications was to consider the residual risk despite
the remaining programmes and actions in place
specific to the risk that is being considered. The
allocation range was from highly unlikely to highly
likely on a 5-point scale, which was translated into
a multiplier factor (0.8 to 1.2). This was the same
principle applied for scoring opportunities. Unlike
impact likelihood, it was now based on the number
of years in which the risk/opportunity will materialise
(for example, 10 to 30 years from now or within the
next year).
For the impacts, risks and opportunities scoring,
a threshold was set to qualify those that would
be deemed material by the core group of internal
sustainability experts. With the range of minimum
to maximum score for an impact, risk or opportunity
being 0.8 to 6.2, the score of 3 and above qualified
the related IRO, and therefore the associated topic,
as material. These material IROs were then mapped
to associated disclosure requirements that will form the
basis of a CSRD-aligned report in the next financial year.
It is important to note that relevant disclosures will be
specifically mapped to the value-chain location at
a disaggregated level, in line with mapping IROs.
The outcomes of this assessment are in the adjacent
table.
Step 4: Validation of material
matters for (future) reporting
The first draft of material matters, and associated
impacts, risks and opportunities, identified was discussed
in a round-table session with internal functional leads
along with the global head of sustainability and global
head of risk. Following feedback from participants, the
scores and their position in the value chain were further
refined with subject-matter experts. This resulted in
adjusting some descriptions, sub-topics or scores. The
adjustments have all been captured and approved by the
experts. As a result, the finalised list of material IROs that
will guide our disclosures on material matters appears
on pages 27 and 28. These final outcomes of the double-
materiality assessment were presented to the
sustainability committee for consideration and sign-off.
In our FY25 annual report, we will report on our
impacts, risks and opportunities, where relevant,
at a disaggregated level.
Negative impact
Financial risk
Positive impact
Financial opportunity
Materiality threshold
Positive impact
Negative impact
Financial risk
Financial opportunity
2
1
9
12
16
19
24
21
27
30
3
6
8
14 15
5
4
7
10
11
18
20
26
23
31
13
17
22 25
28 29
32
Responsible investment
Geopolitical stability
E1
Climate change
Climate action
E2
Pollution
Sustainable deliveries
E3
Water and marine resources
Water use
E4
Biodiversity and ecosystems
Biodiversity
E5
Circular economy
Sustainable deliveries
S1
Own workforce
Own workforce management
S2
Workers in value chain
Management of workers in the value chain
S3
Affected communities
Social inclusion
G1
Business conduct
Business integrity
S4
Consumers and end-users
Data privacy and cyber-resilience,
digital regulation and AI governance
High
Low
High
Note: Numbers refer to
material IROs detailed in the
table on pages 27 and 28.
Double-materiality outcomes
1 / 26
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
#
Topic
standards
Prosus topic
and sub-topics
Impact/risk/
opportunity
Description
Value-chain boundaries
1
E1
Climate
change
Climate action
›
Climate change mitigation
Impact
›
Actual
›
Positive
Impact on climate mitigation by investing in low carbon intense
digital platforms through our investment thesis. These platforms offer
their consumers solutions to enable responsible consumption that
helps reduce emissions.
Corporate own operations
Corporate downstream
›
Classifieds
›
Payments and Fintech
›
Edtech
2
E1
Climate
change
Climate action
›
Climate change mitigation
›
Energy consumption and mix
Impact
›
Actual
›
Negative
Impact on climate change and global warming by emitting
greenhouse gases in our business activities and operations across
our portfolio of companies in diverse regions.
Corporate upstream
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
3
E2
Pollution
Sustainable deliveries
›
Air pollution
Impact
›
Actual
›
Negative
Impact on air pollution through tail pipe emissions of our business
relationships’ food-delivery vehicles.
Corporate downstream
›
Food Delivery
4
E2
Pollution
Sustainable deliveries
›
Air pollution
Impact
›
Actual
›
Negative
Impact on air pollution through tail pipe emissions of our delivery
vehicles for Etail.
Corporate downstream
›
Etail
5
E3
Water and
marine resources
Water use
›
Water use
Impact
›
Actual
›
Negative
Impact on fresh water availability due to water consumption in
cooling of data centers and cloud services.
Corporate upstream
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
6
E5
Circular
economy
Sustainable deliveries
›
Resource inflow
›
Resource outflow
›
Waste
Impact
›
Actual
›
Negative
Impact on the environment through the packaged goods delivered
by our Etail platforms.
Corporate downstream
›
Etail
7
E5
Circular
economy
Sustainable deliveries
›
Resource inflow
›
Resource outflow
›
Waste
Impact
›
Actual
›
Negative
Impact on the environment through the delivery of packaged food
by our food-delivery platforms.
Corporate downstream
›
Food Delivery
8
S1
Own
workforce
Own workforce management
›
Health and safety
Impact
›
Actual
›
Negative
Impact on workforce due to inadequate health and safety controls
and measures leading to workplace incidents.
(location in value chain: warehouses)
Corporate downstream
›
Etail
9
S1
Own
workforce
Diversity, equity and inclusion
›
Diversity (encompasses all the ways in which people
differ – race, religion, age, gender, (dis)ability)
›
Equitable pay for work of equal value
›
Equal treatment (this involves processes and policies in
place to ensure fair treatment, access, opportunity and
advancement for all
›
Non-discrimination
›
Inclusive culture (a culture in which a variety of people
have power, a voice and decision-making authority)
Impact
›
Actual
›
Positive
Impact on diversity, equity and inclusion within our workforce by
promoting a workforce that addresses current societal inequities
throughout the employee life cycle.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
Upstream
Downstream
Own operations
#
Topic
standards
Prosus topic
and sub-topics
Impact/risk/
opportunity
Description
Value-chain boundaries
10
S1
Own
workforce
Diversity, equity and inclusion
›
Diversity (encompasses all the ways in which people
differ – race, religion, age, gender, (dis)ability)
›
Equitable pay for work of equal value
›
Equal treatment (this involves processes and
policies in place to ensure fair treatment, access,
opportunity and advancement for all
›
Non-discrimination
›
Inclusive culture (a culture in which a variety of
people have power, a voice and decision-making
authority)
Risk
›
Medium
Risk of non-compliance with current and upcoming regulations/laws
such as the EU Pay Transparency Directive, BBBEE in South Africa or
legislation on ‘Diversity at the top’ across the globe.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
11
S1
Own
workforce
Diversity, equity and inclusion
›
Diversity (encompasses all the ways in which people
differ – race, religion, age, gender, (dis)ability)
›
Equitable pay for work of equal value
›
Equal treatment (this involves processes and policies in
place to ensure fair treatment, access, opportunity and
advancement for all
›
Non-discrimination
›
Inclusive culture (a culture in which a variety of people
have power, a voice and decision-making authority)
Risk
›
Short
Risk of creating a culture that is not equally inclusive for all
employee groups will result in decreased employee engagement.
Employees who feel excluded or marginalised are less likely to be
engaged in their work which can lead to decreased productivity
and an increase in attrition.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
12
S1
Own
workforce
Talent attraction and retention
›
Talent attraction and retention
›
Employee development
Impact
›
Potential
›
Positive
Impact on the skills, performance and career development of our
employees by providing equal and advanced learning opportunities
to all employees.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
13
S1
Own
workforce
Talent attraction and retention
›
Talent attraction and retention
›
Employee development
Risk
›
Medium
Risk of high employee turnover and/or not being able to source
and recruit qualified employees for business delivery due to the
shortage in technically skilled employees, which has created intense
competition to acquire highly skilled employees.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
14
S2
Workers in
value chain
Management of workers in value chain
›
Secure employment
›
Working time
›
Social dialogue
›
Measures against violence and harassment in workplace
›
Other worker related rights
(child labour, forced labour, privacy)
Impact
›
Potential
›
Negative
Impact on the working conditions and rights of gig workers,
as some attributes of other employment contracts may not be
available to them.
Corporate downstream
›
Food Delivery
›
Etail
15
S2
Workers in
value chain
Management of workers in value chain
›
Health and safety (including accidents)
Impact
›
Potential
›
Negative
Impact on the health and well-being of workers in the value chain
who use two wheelers (motorcycles and bicycles) as the main
modes of delivery which makes them more vulnerable to injuries
from accidents.
Corporate downstream
›
Food Delivery
›
Etail
16
S2
Workers in
value chain
Management of workers in value chain
›
Secure employment (flexible working opportunities)
›
Training and skills development
›
Social inclusion
Impact
›
Actual
›
Positive
Impact on the financial situation of a broader spectrum of the
population by creating income opportunities through flexible and
easy-to-access workforce paradigm.
Corporate downstream
›
Food Delivery
›
Etail
›
Ventures
›
Social and internet platforms
17
S2
Workers in
value chain
Management of workers in value chain
›
Secure employment
›
Working time
›
Social dialogue
›
Measures against violence and harassment in workplace
›
Other worker related rights
(child labour, forced labour, privacy)
Risk
›
Medium
Risk of non-compliance with regulations stipulating minimum wage/
social security contributions/reporting on data. These (potential)
regulations can also pose a risk of increased operational costs that
could make the business model unsustainable.
Corporate downstream
›
Food Delivery
›
Etail
Upstream
Downstream
Own operations
Our double-materiality assessment
1 / 27
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our double-materiality assessment
#
Topic
standards
Prosus topic
and sub-topics
Impact/risk/
opportunity
Description
Value-chain boundaries
18
S2
Workers in
value chain
Management of workers in value chain
›
Secure employment (flexible working opportunities)
›
Training and skills development
›
Social inclusion
Opportunity
›
Short
Opportunity to build business models that leverage on-demand
platform workers.
Corporate downstream
›
Food Delivery
›
Etail
19
S3
Affected
communities
Social inclusion
›
Digital inclusion
›
Financial inclusion
›
Enabling livelihoods
›
Inclusive development
Impact
›
Potential
›
Positive
Impact on the local communities where we operate as a
consequence of our commercial activities and a deliberate
objective of community development through philanthropy.
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
20
S3
Affected
communities
Social inclusion
›
Digital inclusion
›
Financial inclusion
›
Enabling livelihoods
›
Inclusive development
Opportunity
›
Medium
Opportunity to realise growth by empowering and enabling
lower income groups to be able to access our digital platforms,
for learning opportunities, access to finance (lending), while
also building livelihoods and income opportunities for micro
entrepreneurs and flexible workers. This (indirectly) increases the
size of our addressable markets.
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
21
S4
Consumers
and end-users
Data privacy and cyber-resilience
›
Fundamental right to privacy
Impact
›
Potential
›
Positive
Impact on the privacy rights of the end-users of our digital
platforms by bringing best practice data privacy and cybersecurity
programmes, especially in regions that are still to mature and do
not have policy driven initiatives protecting people data.
Corporate upstream
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
22
S4
Consumers
and end-users
Data privacy and cyber-resilience
›
Fundamental right to privacy
›
Cybersecurity
›
Consumer trust
Risk
›
Short
Risk to business and operational continuity due to unavailability of
our platforms and systems as a result of a material data breach
or cybersecurity incident. This may also lead to loss of consumer
trust, leading them to switch to alternatives in the market. A material
ransomware incident could also lead to hackers destroying or
encrypting our platforms and negotiating a ransom or disclosing
sensitive investment/company information.
Corporate upstream
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
23
S4
Consumers
and end-users
Data privacy and cyber-resilience
›
Fundamental right to privacy
Opportunity
›
Medium
Opportunity to build a business on the foundation of innovative
digital services (financial, education, trade – circular economy with
a low emissions pathway) that improve end-users and/or consumers
lives and their access to services in a digital environment (including
broader access and lower costs). This opportunity is specifically
pertinent for some of the geographies we choose to invest in where
there is inequitable access to services.
Corporate upstream
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
24
S4
Consumers
and end-users
Digital regulation and AI governance
›
Digital regulations linked to the deployment of
AI in ecommerce
›
Ethical AI (including applications/use-cases
of Generative AI)
Impact
›
Potential
›
Positive
Impact on employees and end-users of our portfolio companies
that are deploying AI models under the guidance and supervision
of the central AI team. By transferring knowledge and training these
companies on best practice AI deployment, we potentially enable
business effi
ciencies and innovation.
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
Upstream
Downstream
Own operations
#
Topic
standards
Prosus topic
and sub-topics
Impact/risk/
opportunity
Description
Value-chain boundaries
25
S4
Consumers
and end-users
Digital regulation and AI governance
›
Digital regulations linked to the deployment of
AI in ecommerce
›
Ethical AI (including applications/use-cases
of Generative AI)
Risk
›
Short
Risk of non-adherence to mandatory regulations applicable to the
development and deployment of AI models, such as the EU AI Act.
Legislation can potentially restrict business growth or place
inordinate costs on portfolio companies to be able to comply,
therefore requiring structural adaptations of their business
models leading to impact on valuations. Consequently, some of
the legislations may require additional oversight on corporate
governance and consumer welfare behaviour as investors.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
26
S4
Consumers
and end-users
Digital regulation and AI governance
›
Digital regulations linked to the deployment of
AI in ecommerce
›
Ethical AI (including applications/use-cases
of Generative AI)
Opportunity
›
Medium
Opportunity to deploy the power of data science to build a
competitive advantage at every stage of the business cycle, from
investment decisions to operations and societal impact. Opportunity
to innovate in digital business models, increasing effi
ciencies and
improving access to innovative services, for instance, in the context
of marketplaces, fintech and edtech.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifieds
›
Payments and Fintech
›
Edtech
›
Etail
27
G1
Business
conduct
Business integrity
›
Protection of whistle-blowers (speak up)
›
Corporate culture (code of conduct)
›
Corruption and bribery
Impact
›
Potential
›
Positive
Encouraging good business conduct and governance in operating
ecosystem. This can be particularly impactful in regions that see
a higher cost of capital due to historical poor governance. This
may also drive fair market conditions benefitting consumers and
businesses.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
28
G1
Business
conduct
Business integrity
›
Protection of whistle-blowers (speak up)
›
Corporate culture (code of conduct)
›
Corruption and bribery
Risk
›
Short
Risk of non-compliance by the Company, or anyone acting on the
Company's behalf, with laws and regulations in the countries or
jurisdictions where we operate.
Corporate upstream
Corporate own operations
Corporate downstream
29
G1
Business
conduct
Business integrity
›
Protection of whistle-blowers (speak up)
›
Corporate culture (code of conduct)
›
Corruption and bribery
Risk
›
Medium
Risk of a (toxic) work culture with respect to compliance and
business integrity resulting in incidents of misconduct/non-
compliance and ineffi
ciencies due to low levels of trust, as well
as potential damage to our brand as an employer and loss of
customer/stakeholder goodwill.
Corporate upstream
Corporate own operations
Corporate downstream
30
Responsible investment
Responsible investment
›
Mitigating harm by limiting exposure to non-sustainable
sectors and activities
›
Engagement for high ESG performance
›
Investments in sustainability-native business models
Impact
›
Actual
›
Positive
Impact on people and planet by allocating capital towards
innovative, sustainable and inclusive business models.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
31
Responsible investment
Responsible investment
›
Mitigating harm by limiting exposure to non-sustainable
sectors and activities
›
Engagement for high ESG performance
›
Investments in sustainability-native business models
Opportunity
›
Medium
Opportunity to attract a broader range of ESG mandated active
and passive investors by establishing a distinctive position in
the capital market ecosystem through our responsible investment
thesis. Higher ESG ratings can also translate to inclusion in
sustainability indices attracting not just active but also passive
capital. We do this by applying ESG criteria in our capital allocation
by supporting economic progress in emerging markets and by our
sustainability driven engagement with our portfolio companies.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
32
Geopolitical stability
Geopolitical stability
›
Geoeconomic confrontation (sanctions -business; tariffs;
investment screening)
›
Political risks (societal polarisation) and/or social unrest
(incl. restrictions on movement)
Risk
›
Medium
Risk of forced/compelled divestitures due to escalation of
geopolitical confrontation.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
Upstream
Downstream
Own operations
1 / 28
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Creating value through intelligent risk management
To deliver value to our stakeholders,
we must take on risk, and we recognise
the importance of doing so responsibly.
Our strategies may present both
familiar and new exposures that could
affect our success. Our aim therefore
is to balance risk and reward
intelligently, so that we maximise
our opportunities for success while
minimising potential setbacks. Through
appropriate oversight, accountability
structures and processes, we
continuously monitor and evaluate the
risks we choose to avoid, accept, and
optimise for, so we can adapt
as circumstances change.
Continuous evaluation process:
Our governance
processes and operating procedures ensure a structured
and systematic approach to assess and prioritise
identified opportunities and risks, decide on an
appropriate risk treatment response, operationalise
our decisions, then monitor and re-evaluate risks and
opportunities continuously. This iterative process enables
us to make informed decisions to allocate resources
effectively, continuously evaluate appropriateness
of decisions, and ensures we are well prepared
to navigate the evolving business landscape.
Experienced, diverse leadership:
Our board,
committees and management team have extensive
experience and expertise in different industries, enabling
them to make well-informed decisions and effectively
manage risks. Their diverse backgrounds and
perspectives contribute to a comprehensive
understanding of the risks and opportunities we face,
ensuring we remain agile and responsive to the changing
business environment.
Adaptability and resilience:
We have proven our ability
to adapt to changing circumstances and capitalise
on emerging opportunities. Our organisational structures
enable a proactive approach to risk management,
allowing local businesses to respond quickly
to unexpected opportunities as well as risks, ensuring
we remain resilient and well positioned for growth.
Board oversight:
The group risk register reflects our risk
profile and is updated twice each year for consideration
by the audit and risk committees before being presented
to the board. The risks we assume and our response
to these are discussed regularly at board level. This
aligns with generally accepted frameworks and good
practice, as well as the Dutch and King IV corporate
governance codes.
Dedicated risk and audit function:
As set out in our
formal policy, risk management is the responsibility
of executive management, supported by second-line risk
functions, where needed. Annually, through a groupwide
CEO-CFO certification process, management attests
to the effectiveness of their risk management and
internal controls. Our central group risk and audit
function is responsible for independently assessing our
system of governance, risk management and internal
controls. The team performs regular internal audits and
selected risk support work, as directed by the audit
committee, in line with the International Professional
Practices Framework of the Institute of Internal Auditors.
To ensure independence, the head of risk and audit
reports functionally to the chair of the board’s audit
committee.
Risk management philosophy:
A one-size-fits-all
approach to risk management is not appropriate for our
group as we have businesses of varying sizes, levels
of complexity, stages of maturity and inherent risk profiles.
While we define principles and best practices, the way
these are applied can and should vary depending on the
circumstances of each business. Depending on the type
of risk (strategic, internal operational and external), our
philosophy is broadly outlined as:
›
Strategic risks
– that hinder the successful delivery
of our strategic priorities and realising the desired
return on allocated capital – we may accept as we are
confident that we understand and stay close to our
markets, regulatory changes and the global economic
and geopolitical landscape. This allows us to react
rapidly if needed. Our primary focus remains on
anticipating and serving the needs of our customers
in chosen markets as well as we can, and keeping
our services relevant to their daily lives. In addition,
we pay close attention to our stakeholders’ needs
and expectations by incorporating sustainability
considerations in our decisions and having open
conversations with shareholders, regulators and other
internal and external stakeholders. We are improving
on how we organise ourselves internally to be even
more agile and responsive to unexpected
developments, emerging risks and opportunities, and
to promote the same in our businesses. We have large
stakes in businesses and listed entities that, due to their
size, are major contributors to our results and net
assets, but which we do not control. However, we stay
close to these assets, supporting our continued belief
in their potential and management. We are confident
that our combined team is strong and well equipped
to deliver and deal with challenges on the way.
Assess
Monitor
Decide
Action
Mitigate
Control
Accept
Avoid
Optimise
How we manage risks
1 / 29
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Creating value through intelligent risk management
›
Internal operational risks
– that would cause
avoidable (opportunity) cost or threats to the value
of our reputation and brands, including failures
to comply with laws and regulation, and unethical
behaviour (including fraud) – we
reduce and control
to acceptable levels by:
–
upholding our code of business ethics and conduct
–
implementing organisational structures with clear
roles and responsibilities
–
maintaining policies and standard operating
procedures
–
implementing the right support systems
–
effective operational, financial and IT (cyber) controls
–
applying suitable reporting and processes that allow
us to monitor risks and respond swiftly, and
–
relying on our people to behave responsibly and
deliver what is expected from them. In managing
and developing our diverse talent pool, we keep that
front of mind. We promote a healthy culture that
encourages and rewards good performance and
in which people feel safe and are encouraged
to speak up.
›
External risks
– that may cause harm by events beyond
our control, including natural or manmade disasters,
pandemics, social unrest and (cyber-) crime, as well
as counterparty and capital markets risks – we
reduce
and mitigate
by:
–
continuously scanning the digital and regulatory
landscape for developments that could impact our
business operations in future
–
implementing protective measures (eg restricting
physical and logistical access)
–
transferring and reducing risk through contractual
arrangements
–
managing our balance sheet well
–
as far as economically sensible, procuring financial
products that provide loss protection (eg forward
contracts and insurance), and
–
managing credit and counterparty risk closely to be
able to accept the right level of risk for our business.
The latter is accomplished by strict policies on risk
acceptance and budgetary controls, due-diligence
processes in onboarding customers and suppliers,
risk spreading, and close monitoring.
Key topical risks and opportunities
Protracted geopolitical tension
continues to
stress
global economy, businesses and capital markets
.
Further escalations cannot be ruled out. We cannot
control these risks, so we monitor developments
closely to be able to respond to material changes
as they happen. In the current environment, we are
prioritising profitable growth and making organisational
and operational changes to develop and build new
opportunities. Our strong balance sheet and cash
balance position us well to navigate current volatility.
Globally,
technology developments
continue apace.
We stay on top of these, such as in data and GenAI,
to identify emerging risks early. How we employ new
technologies in our businesses and seek new investment
areas will directly impact the value we can build.
We have had a number of changes to the leadership
team this past year (including the departure of the then
chief executive in September 2023). We are using this
as an opportunity to strengthen our teams and improve
how we organise and work to be more effective
to deliver value for our stakeholders. Our
people,
engagement, diversity, equity and inclusion, and
culture
will be critical to our success.
Cyber- and information security and privacy
remain
key aspects and focus areas.
Risk appetite
Risk type
Conservative
Disciplined
Balanced
Bold
Strategic
Operational
Compliance
Reporting
1 / 30
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Material risks
Associated risk
Workforce
or leadership
shortages
Shortage of, and strong competition for, high-calibre leadership talent may cause prolonged recruitment and
delayed appointments that can impact execution, strain resources, or reduce morale.
How we respond to this risk:
Our people are key to our success. To retain and attract top talent, we drive initiatives that cultivate strong culture
centred around trust and open communication, diversity and inclusion, empowered decision-making, and high
performance. We offer learning and growth opportunities and competitive remuneration for employees with high
potential and high performance. Our global talent acquisition team helps maintain a recruitment pipeline for
scarce talent and partners with market-leading agencies to source top calibre talent when key vacancies arise.
Adverse legal
or regulatory
developments
We operate in rapidly evolving digital and technology sectors that are receiving increasing attention of regulators
worldwide. New legislation and regulatory requirements can have an impact on business strategies, growth
opportunities, operational flexibility, costs and valuations.
How we respond to this risk:
We participate constructively through public consultations and forums to support informed policy-making that
cultivates innovation, economic growth and responsible corporate citizenship. We monitor global and local public
policy trends to understand potential impacts of legal and regulatory developments early on. This allows us to
adapt our strategies and operations proactively to safeguard financial performance as well as valuations.
Reputational damage
or misconduct
Culture, business ethics and integrity
Failure to act in line with our code of business ethics and conduct, or actions misaligned with our values, could
tarnish our reputation and ethical standing and destroy business value. This could be caused by a range
of potential missteps, including: non-compliance with international or local legal and regulatory requirements
across jurisdictions we operate in (eg anti-money-laundering, anti-bribery, consumer protection, data privacy,
licence requirements), failing to uphold our service commitments, or failing to implement appropriate governance
or accountability mechanisms across our portfolio.
How we respond to this risk:
Refer to page 64 for the business culture, ethics and integrity section and page 62 for the data
privacy section.
Responsible business practices
As a publicly traded entity with a global footprint, we recognise that we have an important role in the
communities where we operate. We are subject to scrutiny by various stakeholder groups if we fail to adopt
responsible business practices that reflect our influence on, and susceptibility to, societal issues. Insufficient
transparency or failure to proactively provide information on matters that are important to our stakeholders
could undermine trust.
How we respond to this risk:
Refer to pages 46 to 74 for the sustainability review.
Creating value through intelligent risk management
Material risks
Associated risk
Capital allocation risk
Our capital-allocation disciplines underlying our investment strategy may not deliver the (above-average)
sustainable return our investors seek for the risk they perceive. We may not find investment opportunities that
fit our strategy and deliver an expected return above our cost of capital. Portfolio risk may prove higher than
we assumed to accept, which could negatively impact the internal rate of return and lead to a decline in the
valuation of Prosus.
How we respond this risk:
We strengthened our processes and controls over capital allocation, investment decisions and portfolio
management. We aligned performance targets with those of our shareholders and maintain active operational
oversight of controlled businesses to monitor performance. For non-controlled businesses, we play a leading role
with fellow shareholders to hold leadership accountable for strong governance and strong performance.
Disruptive technology
Technology is integral to our operations and competitive advantage. We may be caught off guard by new
technology developments or start-ups. We may fail to innovate which could cause our product or services
to become irrelevant, or deploy tech too slowly to capture opportunities, or too fast, causing technical debt that
slows us in future. We may fail to detect social, consumer or tech shifts before our competitors. We may face
competition from unexpected competitors.
How we respond to this risk:
We foster a culture of innovation and creativity, continuous learning and proactively invest in developing
strategically important IP assets. Through the latest agile development methods and levering cloud technologies
we can move fast to take advantage of technological shifts and emerging technologies. Our dedicated Prosus
AI team, with deep expertise in AI and strong academic partnerships, leads our work to stay at the cutting edge
of this new technology, co-ordinating the deployment of disruptive GenAI projects in our businesses, and
conducting strategic reviews to swiftly identify and address business model threats and opportunities.
Geopolitical and social
tension
We may be forced or compelled to divest consequent to geopolitical events in regions where we may have
a presence through a portfolio company. Instability or changes in the geopolitical landscape could also result
in lost opportunity due to inability to conduct or invest in businesses. Such disruptions could lead to financial
losses linked to stranded and trapped assets and/or devaluation of assets.
How we respond to this risk:
We maintain a diversified portfolio across multiple regions, complemented by comprehensive country and
business evaluations, close operational and performance monitoring, and strategic financial and treasury
planning and oversight. Given the various and increasing sanctions regimes, we engage with external advisers
and have increased our sanctions-screening compliance efforts. We closely monitor our Ukraine and Israel
operations, and business continuity plans are in place if needed to ensure continued operations.
System security breach
Our operations face continuously evolving technology security threats that may exploit security vulnerabilities, for
example by way of cyber-attacks, ransomware, social engineering, or malicious code that can jeopardise the
integrity, continuity and confidentiality of our data and services. Unauthorised access to consumer or employee
information could lead to data misuse or fraudulent communications or actions. Such breaches would undermine
user privacy rights and erode customer trust, potentially damaging our reputation and brand value. There are also
financial repercussions including regulatory fines or loss of revenue if customers move to alternative platforms.
How we respond to this risk:
We follow a layered approach that integrates individual business-unit initiatives with group-level oversight.
Each business, guided by its designated technology and information security officer, implements a tailored
cyberprogramme in line with the group’s risk management and cybersecurity policies, as well as local laws
and regulations. The group cyber function conducts regular security assessments and red team exercises
to continuously strengthen portfolio companies’ cybercapabilities. We also take out cyber-insurance and
implement and test business continuity, disaster recovery and crisis plans regularly.
1 / 31
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
We know that good ideas can be found all over the world, so
we search globally for local entrepreneurs using technology
to make everyday life better for the people and communities
they understand best. We believe people’s everyday needs
are often universal and our global reach means we can spot
opportunities for local companies we partner with to fast-track
their expansion to other markets.
Investing and operating in around
80 countries
enables us to
facilitate global collaboration and share ideas between our
partner companies. Our global perspective is reinforced with
We build long-term partnerships with the companies we invest in, to help them reach their potential and to create the most value for
our stakeholders. We pick our partners carefully and spend a lot of time and energy making sure we’re right for each other. When
we decide to invest, we do so strategically and energetically – bringing much more than just money to the companies we invest in.
Our partnership approach fosters long-term relationships and responsible growth. We have a long horizon for our investments: we
invest off our balance sheet rather than via a fund, so we are not limited by exit deadlines and we are not short-term profit seekers.
We have the financial capacity to invest across the life cycle of the companies we partner with, so we can fully support them from
early stage through to maturity and scale. We are disciplined in how we allocate capital and we do so based on growth plans and
progress against those plans which we review together regularly.
Performance review
In this section we provide details on the performance of our individual segments
and outlook for FY25.
At heart, we are entrepreneurs who want to make a positive impact on the
world.
– Koos Bekker, chair
Backing local, building globally,
forging long-term partnerships
teams on the ground in all our key regions: Latin America,
Asia and Europe.
INFOGRAPHIC TO
BE CREATED
We work in partnership with
our founders and their teams,
providing advice and expert
resources to help them
successfully scale their
business for long-term growth.
All our partner companies
have access to the wider
group resources and teams
with expertise in key areas
such as AI, talent acquisition,
intellectual property (IP)
protection, legal and
regulatory matters, finance,
communications and product
marketing.
We are both an operator and an investor
Operator
Benefit from operations in
local markets
Empower entrepreneurial
and seasoned talent
Ability to drive organic and
inorganic growth
Early views on new
emerging models
Investor
Access to investment
opportunities
Positioned for global buy-and-
builds
Ability to fund at every stage
with long-term horizon
Proprietary insights on value-
creation opportunities
>
2
billion
users globally
2 / 32
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Expanding the food opportunity
The Food Delivery segment has built its portfolio
around online food-delivery platforms such as iFood,
Swiggy and Delivery Hero that serve a large and
growing market. iFood is Prosus’ only consolidated
food-delivery business. In addition, Prosus has
several associates, most notably Delivery Hero and
Swiggy. Globally, this market is expected to grow
revenue from US$122bn in 2023 to US$171bn
in 2027
2
.
These platforms offer consumers fast delivery of high-
quality food at affordable prices, either through their
own drivers (first-party or 1p) or through drivers
employed by restaurants (third-party or 3p). Both the
1p and 3p business models have proven profitable,
with all three businesses recording profitability
in their core food-delivery operations.
In addition to operating successful core businesses,
our food-delivery platforms have extended into new
business lines by leveraging their large customer
bases, deep relationships with restaurants and
delivery capabilities. One of the most natural
business extensions is online grocery delivery.
Adding grocery sales to food delivery expands the
global total addressable market (TAM) in 2027 from
US$171bn to US$250bn
1
.
Although seemingly small today, the online food-
delivery portion will continue expanding on the back
of several tailwinds, including rising smartphone
penetration, urbanisation, increasing disposable
incomes, and the shift to outsourcing everyday
services. Over time, we believe our food-delivery
platforms have the potential to extend their offering
even further and provide on-demand etail
to consumers and logistics services to merchants.
As in FY23, our focus and strategy in FY24 centred
on improving profitability. To expand the TAM while
increasing profitability, our platforms continued
to strategically pursue adjacencies to foster growth.
As a result, the segment’s trading losses improved
from US$649m in FY23 to US$158m in FY24 on an
economic-interest basis. We are confident that our
food businesses will be significantly profitable and
continue to offer long-term growth.
2 Numbers refer to online revenue total addressable markets (TAMs), assuming
17.5% and 15% take rate for online food delivery and online grocery delivery
respectively; online food-delivery TAM includes orders from prepaid online
restaurant reservations; all numbers rounded.
Source: Euromonitor, Prosus analyses.
Food Delivery
1
SDG 4
SDG 9
SDG 12
SDG 13
SDG 17
Building a global leader in food delivery
A leading position in
55
markets
Covering
>70
countries
>US$9bn
invested
Source: Company information – based on direct investments: Delivery Hero
(54 markets), iFood (Brazil).
We are building a global leader in on-demand food
delivery. We are present in over 70 countries through
three core platforms – iFood, Swiggy and Delivery
Hero – as well as several smaller investments
in earlier-stage opportunities.
Economic-interest revenue for the Food Delivery
segment grew by 16% (19%) to US$4.9bn, with
trading losses reducing US$491m (US$466m)
to US$158m.
iFood
iFood delivered a strong performance in FY24,
accelerating sales at its core food-delivery business
in the second half of the year.
iFood grew its gross merchandise value (GMV)
by 20% in local currency, excluding M&A (in line
with FY23), with 2H24 growth 10 percentage points
higher than 1H24. Order growth remained strong
(+18%), 4 percentage points ahead of 1H24 growth
of 14%. iFood recorded nearly 56 million active users
annually (over 22 million monthly unique buyers)
who connect to over 350 000 merchants and
313 000 drivers operating in more than 1 530 cities
in Brazil.
Revenue grew 22% in local currency excluding M&A to
US$1.2bn, driven by strong performance from its core
business. iFood grew trading profit 248% (249%) to
US$96m, led by the core food-delivery business which
grew by US$137m in local currency, excluding M&A.
Improved trading profit was largely due to gross profit
margin expansion on the back of more efficient
marketing investment and increased cost control.
iFood Pago* grew its credit portfolio by 62% YoY, with
over US$110m in assets under management by
March 2024. This conservatively managed credit
portfolio is funded largely by debt secured from
external participants and offered to restaurants
based on a credit-scoring model.
*
iFood Pago refers to meal voucher (B2C) and credit (B2B) businesses.
Operational performance
Key statistics
Revenue
Number of
employees
US$4.9bn
(FY23: US$4.2bn)
(16% YoY growth in US$)
(19% YoY growth in local currency, excluding
M&A)
5 215
Trading
loss
Adjusted
EBITDA
US$158m
(FY23: -US$649m)
(-3% trading profit margin)
-US$35m
(FY23: -US$545m)
(-1% EBITDA margin)
Stakeholder material
matters
Employees
›
Career development, business
performance.
Drivers
Job opportunities
›
Looking after our drivers.
Skills development
› Education.
Customers (restaurants):
Converting consumers to online food
delivery
›
Economic growth.
Consumers
Additional and affordable
convenience, eg grocery delivery
›
The opportunity – user experience.
Strategic focus
Expand the total addressable
market while increasing profitability.
We are applying the successful full-
service (1p) model to other verticals:
›
Unlock addressable market by
developing capabilities for
adjacencies
›
Drive higher engagement
›
Ability to reinvest profits
›
Improve unit economics.
Value drivers
›
Increase order frequency through
loyalty
›
Expansion to mass market
›
Organically grow monthly unique
buyers
›
Additional adjacencies (grocery
delivery, logistics services, fintech
(restaurant financial solutions and
meal vouchers and etail)
›
AI and data science
›
Managing costs and delivering
efficiencies.
Risks
›
Unfavourable economic conditions
›
Regulatory changes
› Cyber-resilience
›
Increased competition.
1
In presenting and discussing our performance, we use certain alternative performance measures not defined
by IFRS, referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such measures
include economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core headline
earnings; and growth in local currency, excluding acquisitions and disposals. Segment reviews in this report are
prepared showing revenue on an economic-interest basis (which includes consolidated subsidiaries and
a proportionate share of associated companies and joint ventures), unless otherwise stated. Numbers included
in brackets represent the equivalent measure on the basis of growth in local currency, excluding acquisitions and
disposals. For further explanation of the use of APMs, refer to ‘About this report’ in the governance section.
2 / 33
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Swiggy
Swiggy’s revenue on a local reporting basis grew
24% in local currency, excluding M&A. In its tenth year
of operations, Swiggy’s GOV
4
grew 26% YoY
5
, and its ever-
transacted user base reached the milestone of 104 million
at the end of December 2023; supported by a fleet of
around 387 000 active delivery partners. Prosus held
32.6%* of Swiggy at the end of the reporting period.
Swiggy’s core food-delivery business, GOV, grew
by double digits on healthy order growth and higher
average order value.
Operating leverage improved as the business added
revenue streams like restaurant advertising and
introduced nominal platform fees which supported
improved operational profitability.
The quick-commerce business, GOV, grew much ahead
of the ecommerce industry, led by geographical
penetration (now 487 active dark stores across 26 cities)
and stock-keeping unit (SKU) expansion (over
9 500 unique items now listed on the platform). Unit
economics continued to improve as a result of larger
basket sizes, expanded user base and improved
operational efficiency.
Swiggy has confidentially filed a pre-draft red herring
prospectus (DRHP) with India’s market regulator,
Securities and Exchange Board, and the stock exchanges
on 26 April 2024, in relation to the proposed initial public
offering of its equity shares.
4 GOV stands for gross order value, previously referred to as GMV.
5 Year in Swiggy section refers to January – December 2023.
* Outstanding shareholding, excluding ESOPs.
Food Delivery
The core food-delivery business grew revenue 24%
to US$1 089m in local currency, excluding M&A. GMV grew
by 23%, an acceleration of 5 percentage points from 1H24,
driven by increased order volume (21%) and higher
average order value (3%). This growth was supported
by several initiatives including Clube and AnotaAI.
In March 2024, 41% of core business orders originated
from these initiatives. Clube is a loyalty membership
programme with over 5 million subscribers by the end
of March 2024, and increases user frequency and retention
by offering personalised deals. AnotaAI is a chatbot
designed to facilitate restaurants’ sales through WhatsApp.
Revenue from extensions
3
grew by 25% without
incorporating the effect of converting dark stores
to a marketplace model grocery business. Including that
effect, on an as-reported basis, extensions only grew
3% or US$4m in local currency, excluding M&A. Overall
grocery marketplace GMV grew 18% during the year;
in 2H24 growth accelerated to 35%, 33 percentage
points ahead of 1H24 growth. Extensions trading losses
reduced by US$15m to US$164m in local currency,
excluding M&A.
iFood’s strategy remains building on its ecosystem
elements and assets to deliver differential products and
services to its customers. Beyond scaling its grocery-
delivery business, iFood is building a fintech environment
around its platform to expand its goods and services,
including meal vouchers and credit for restaurant
partners.
In pursuing this strategy, iFood is harnessing the power
of AI through several projects across its businesses:
›
Streamlining order prioritisation, delivery-partner
dispatching and routing in logistics
›
Improving user experience in the app, including
personalised recommendations
›
Reduced costs by focusing on AI-driven models
for fraud detection
›
Modelling credits scores assertively.
3
Extensions refer to grocery, meal voucher, credit business and corporate costs,
including share-based compensation.
Four-year snapshot of growth: 2020 to 2024
Trading loss improved to trading profit of
US$96m
Total orders for Brazil for FY24
>980 million
As the most-loved brand in Brazil for the second year,
iFood also keenly understands the importance of earning
its so-called licence to operate in the local social context.
Aligned to its purpose to feed the future of the world, key
initiatives underpinning the iFood approach are
summarised in the sustainability review.
More than
1 530
Brazilian cities covered
Around
97 million
orders in March 2024,
including restaurant and grocery
35%
own-delivery orders
>350 000
merchant partners
18%
iFood order growth
Delivery Hero
Delivery Hero grew GMV 6% for the year ended
31 December 2023 and revenue grew 16% to €9.9bn,
both in constant currency. Delivery Hero reported
adjusted EBITDA of €254m for FY23 (from -€467m in FY22)
and provided the following guidance for FY24: a positive
adjusted EBITDA between €725m and €775m, and
positive free cash flow. Prosus held 29.3% of Delivery
Hero at the end of the reporting period.
More information on Delivery Hero is available
at ir.deliveryhero.com.
Looking forward
iFood, Swiggy and Delivery Hero – our core
food-delivery assets – are leading businesses
in their regions with plenty of room to grow
profitably, both in scale and in the breadth and
depth of their ecosystems. We will continue
to invest organically, while remaining focused
on profitability, to improve the core restaurant
food-delivery offering and expand the total
opportunity by building scaled capabilities
in quick commerce and grocery, as well as
additional adjacencies in the food-delivery
ecosystem.
We aim to play an ever-increasing part
in leading the food-delivery revolution for
consumers, restaurants and delivery partners
around the world.
2 / 34
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Profitable growth and scaling
new capabilities
The OLX classifieds business continued to accelerate
growth, margin expansion and cash flow generation.
Classifieds consolidated revenue grew 36% (27%)
to US$707m. The strong performance was mainly
driven by OLX Europe, where the motors category grew
45% across both horizontal and vertical platforms, and
OLX Ukraine’s marketplace activities recovered to pre-
conflict levels. Additionally, pay-and-ship revenue grew
73% (69%) to US$45m, driven by improved monetisation
and product optimisation. Despite the impact of high
interest rates on property transactions across our
markets, the real estate category experienced growth,
with a solid 25% increase in revenue, reaching
US$96m. South Africa continued to grow both
its vertical platforms and sustained its profitability,
delivering revenue of US$46m for the year.
Trading profit more than tripled to US$172m from
US$56m, with margins expanding sharply to 24% from
the previous year’s 11%. This improvement was driven
by strong revenue growth, balanced investment and
optimisations across technology hubs to leverage costs
through scale. Additionally, the business restructured
headcount to streamline operations and optimise
resource allocation.
As noted, we exited OLX Autos, our automobile
transaction business, by selling businesses during the
year in India, Indonesia, Chile and Turkey, and closing
operations in Mexico, Colombia and Argentina.
We continue to explore options for our WeBuyAnyCar
business in the US.
After a successful year, we are optimistic about the
future business opportunities and plans of OLX.
We expect the strong value proposition of its platforms
to continue to drive further profitable growth and cash
generation.
On an economic-interest basis, Classifieds grew
revenue by 26% (19%) to US$951m and more than
tripled trading profits to US$187m, from US$47m.
Classifieds
1
Operational performance
SDG 12
SDG 13
SDG 17
OLX Europe
Building an ecosystem
OLX Europe is a leading classifieds ecosystem,
operating online marketplaces in eight countries
in Europe and Central Asia with 11 brands. It attracts
over 14 million daily active users and exposes them
to 62 million daily active listings on average.
The OLX vision is to build leading marketplace
ecosystems, enabled by tech, powered by trust and
loved by customers. Core to achieving this vision
is facilitating the easiest access to great deals for
buyers and providing the best liquidity for sellers
in multiple ways:
›
Under the OLX brand, we operate horizontal
marketplaces for a broad range of categories,
catering to both private and professional sellers
›
Specialised verticals in motors and real estate offer
richer experiences that target predominantly
professional sellers, including car dealers and real
estate agents
›
OLX also manages smaller marketplaces such
as Fixly for home repairs, Carsmile for car
subscriptions, and Obido for new developments
in real estate.
In combination, these horizontal and vertical
marketplaces operate as a strong traffic and
inventory-sharing ecosystem. The horizontals are the
main traffic drivers, with the goods category (including
pay-and-ship) attracting the most users – 1.8 million
out of 4.7 million daily active users in Poland, for
example. The motors and real estate verticals serve
as sources of high-quality inventory for OLX.
To illustrate, 4.4 million listings are cross-listed from
Otomoto to OLX in Poland, while OLX generates 23%
of Otomoto’s traffic with a 1.9x higher conversion than
the latter’s native traffic. The verticals are also our key
monetisation engine with ARPU (average revenue per
user) >4x higher than for our horizontals.
Performance
OLX Europe forms the bulk of the OLX Group and
delivered another strong performance in the review
period, with sustained growth and improved
profitability. It is well placed for further growth and
margin expansion and will remain a key focus for
Classifieds.
OLX Europe is evolving from traditional classifieds
to transactions and adjacent services to expand along
the value chain. In addition, we are building central
platform capabilities that serve our categories
in a scalable manner:
›
In goods, we facilitate over 2.5 million pay-and-ship
transactions per month on average
›
In jobs, we offer adjacent services including
a candidates database for employers and
transactions in the form of an ‘apply’ button for job
seekers
›
In services, we are enhancing our online booking
functionality with a calendar showing the service
provider’s availability
›
In motors, we are providing transparency beyond
traditional classifieds by offering car history reports,
inspection services and dealer ratings
›
In motors, we also expanded to car loans to provide
a one-stop-shop for buyers
›
In real estate, we offer tenant verification, virtual
tours, mortgage brokerage and data services for
agents and developers.
Stakeholder material
matters
Employees
›
Job security, career development,
and competitive benefits.
Customers
›
Trust, safety and convenience.
Strategic focus
›
Investments in AI and ML
›
Differentiating through category-
specific user experience and services
›
Accelerate profitability to reach best-
in-class industry margins
›
Leveraging services to capture
monetisation upsides
›
Scaling pay-and-ship capabilities
to enhance and expand goods
category
›
Enabling faster innovation through
technology and data.
Value drivers
›
Continuous improvement of toolkit
for professional listers across motors
and real estate categories to
improve the visibility and
effectiveness of their listings
›
Tech unification programmes
enhancing agility, innovation
capabilities and go-to-market speed
›
Extension of pay-and-ship to more
categories and expanded shipping
options to improve conversion.
Risks
›
Disruptive technology such as AI and
GenAI
›
Legislative changes derived from
stricter enforcement of consumer
protection laws and competition
regulations
›
Geopolitical risks from the conflict
in Ukraine
›
Macroeconomic uncertainty.
1
In presenting and discussing our performance, we use certain alternative performance measures not defined
by IFRS, referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such
measures include economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core
headline earnings; and growth in local currency, excluding acquisitions and disposals. Segment reviews in this
report are prepared showing revenue on an economic-interest basis (which includes consolidated subsidiaries
and a proportionate share of associated companies and joint ventures), unless otherwise stated. Numbers
included in brackets represent the equivalent measure on the basis of growth in local currency, excluding
acquisitions and disposals. For further explanation of the use of APMs, refer to ‘About this report’ in the
governance section.
Key statistics
Revenue
Number of
employees
US$951m
(FY23: US$755m)
(26% YoY growth in US$)
(19% YoY growth in local currency, excluding M&A)
2 811
Trading
profit
Adjusted
EBITDA
US$187m
(FY23: US$47m)
(20% trading profit margin)
US$211m
(FY23: US$74m)
(22% EBITDA margin)
2 / 35
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Classifieds
Trust and safety remains critical. A series of product
improvements led to 835 000 fewer malicious views, and
a reduction of around 9% bad ads per month. We have
also made progress in complying with the Digital Services
Act regulation that became effective in Europe in February
2024. The aim here is to create a safer digital space
where the fundamental rights of users are protected and
to establish a level playing field for businesses. Our
investments in AI and GenAI are improving trust and safety
significantly.
OLX Brasil
OLX Brasil, our 50% joint venture with Adevinta, is
navigating a weak macroeconomic environment and
focusing on cost optimisation, mainly through headcount
restructuring. Revenue and trading profit increased 1%
and 79%, to BRL887m and BRL243m, respectively. Our
local management team is committed to reinvigorating
growth in this very important ecommerce market with
balanced investments.
Continuing to rebuild our Ukrainian
business
The ongoing war in Ukraine is having a massive impact
on its society and economy, including high inflation,
currency devaluation and a contraction of the economy.
Despite this, our Ukrainian team has demonstrated
exceptional resilience. After an initial drop in all metrics
in the early months of the war, the platform is recovering,
with daily active users back to 94% of pre-war levels.
Revenue has recovered similarly, growing 88% YoY and
delivering positive trading profits.
Our ESG priorities
The OLX Group and its users contribute to building
a more sustainable world through trade. In FY24, OLX
invested in developing an ESG strategy to fulfil its
purpose, and comply with upcoming EU ESG regulations.
As part of our ESG strategy, we focused on promoting
thought leadership in the circular economy, particularly
in our largest market, Poland. We launched a campaign
involving various stakeholders to discuss the benefits
of recommerce and secondhand trading. OLX actively
participates in the Ellen MacArthur Foundation, the
largest global circular economy NGO, and the Coalition
of Marketplaces Europe to advocate for circular economy
and reuse in the EU sustainability agenda.
In the year ahead, we will expand our thought-leadership
programme by releasing the fourth edition of our annual
circular impact report
www.olxgroup.com/impact/
impact-report-series/
. Our operational environmental
footprint is relatively small due to our low-carbon
platforms and use of renewable energy in our offices and
data centres. We have been measuring our scope 1,
2 and 3 emissions for the past four years and have
a robust carbon-accounting process.
Our focus next year is to fully prepare for CSRD
compliance and enhance our public-reporting maturity
on ESG-related topics. We have conducted a gap
analysis, and a roadmap towards CSRD compliance
by FY26, and our double-materiality assessment will
serve as the foundation for our ESG programmes from
FY25 to FY27.
Our investments in AI and ML
We created a dedicated AI team in early FY19/20 and have invested in building AI and ML capabilities for some
years. We deployed more than 45 use cases across every part of the customer journey that drive topline growth
and/or reduce costs, as illustrated below.
Topline
drivers
Cost
reduction
Personalised
user experience
Targeted
marketing
Onboarding
Posting
Autofill based
on image
Database
integrations
(eg car catalogue)
Pricing
recommendation/
assessment
Inspection (eg
cars, electronics)
User profiling and
dynamic pricing
Price prediction
OLX GenAI use cases live or testing
45+ ML use cases live
Chat moderation
User moderation
Escrow models
Financing/credit
Upselling (eg
horizontal to cars)
VAS
recommendation
Personalised/
relevancy search
Recommendations
Content
moderation
Customer support
automation
Listing quality
enhancement
Search/browse
Trust and safety
Monetisation
Transaction
In FY24, GenAI has been a key investment area, given its potential to significantly improve the user experience
in classifieds. Its immediate impact is on search, where it allows users to express their needs in natural language
and fine-tune their queries for more precise results. GenAI can also assist sellers in writing better product
descriptions, monitoring and detecting fraud, enhancing product photos and suggesting prices.
GenAI is particularly impactful in sectors that offer unique, personalised services, with much unstructured data such
as real estate and jobs. These unstructured data categories are those where the respective goods or services are
not directly replaceable and selection towards a specific desirable subset requires more work compared to a
typical ecommerce experience. In real estate, GenAI can process a shopper’s natural language search based
on available listings and additional web information, such as home locations and local amenities. In jobs, GenAI
can be highly beneficial due to the complexity of job descriptions and candidate profiles.
We have dedicated investments and a concrete roadmap for GenAI, including some major use cases:
›
Enriching job ads:
Better titles, keywords and other details (already live, resulting in better quality ads and
increased conversion)
›
Trust and safety:
Using embeddings (vector descriptions of images) created by GenAI in a joined representation
of image and text (already live, resulting in improved accuracy and 15% reduction to the cost of detecting
bad content)
›
Improved content exploration via chat (A/B test is running). Posting flow enhancements (starting with
motors):
Provide suggestions for autocompleting ad fields. The initial result in horizontals reduced the manual
effort to post an ad for some categories by 40% (with the same or better quality)
›
Real estate virtual assistant chatbot:
Improved content exploration via chat. A/B test is running.
Looking forward
OLX Europe has three key strategic priorities for
FY25:
›
Accelerate the development of a transactional
marketplace in goods, focusing on pay-and-
ship development
›
Increase user growth by improving search
engine optimisation, customer relationship
management and mobile app engagement
›
Strengthen common tech-platform capabilities,
particularly by developing a unified
ad domain service.
2 / 36
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Scaling credit in India
PayU’s core PSP and credit businesses delivered
strong revenue and increased scale. Notably, this
was achieved despite pending regulatory approvals
in the Indian PSP business and new regulation
impacting our Indian credit business. After
an embargo of 15 months, we received in-principle
authorisation by the Reserve Bank of India
on 23 April to operate as a payment aggregator,
allowing PayU India to onboard new merchants.
PayU grew consolidated revenue 22% (38%)
to US$1.1bn in FY24, driven by the PSP businesses
in Turkey (Iyzico) and India, as well as India credit.
Consolidated trading losses improved by US$67m
in local currency, excluding M&A, to US$31m.
Profitability improvements were driven by GPO,
partly relating to the once-off loss provision in FY23,
closure of the loss-making digital bank offering
in India and cost optimisation.
Core PSP, which accounts for 88% of the segment’s
revenue, primarily comprises payments operations
in PayU India and PayU GPO. Core PSP grew
revenue by 23% (41%) to US$975m as total payments
volume (TPV) grew 22% (25%). Core PSP trading
profit improved to US$19m, a margin of 2%
(1 percentage point decrease excluding once-off
loss provision in FY23), as GPO and Iyzico’s
performance was partly offset by losses in India.
India, the largest market in PayU’s PSP business,
accounted for 46% of core PSP revenues and 60%
of TPV. India grew revenue 11% (14%) to US$444m,
despite being unable to onboard new merchants
due to the noted embargo during the year. Revenue
growth was driven by increasing volumes from
existing merchants and growing value-added
services such as affordability. India grew TPV 22%
(25%), ahead of revenue growth on the back
of strong growth in ecommerce, financial services
and government segments. While our payments
business in India achieved a 3% trading profit
margin in FY23, this worsened to -3% in FY24 due
to the change in merchant and payment method
mix (predominantly driven by the embargo).
Payments
and Fintech
1
India credit offers buy-now/pay-later (BNPL) and
personal loans to consumers in India. India credit
has also started a pilot to diversify its portfolio
by providing loans to small and medium businesses
this year. Our credit business grew revenue 29%
(31%) to US$107m, despite a slowdown in loan
issuances as part of a response to evaluate new
regulations shared by the Reserve Bank of India.
India credit widened trading losses from US$10m
to US$20m, driven by continuous investment
in building the merchant lending portfolio and
relatively stable loss ratio
2
from 2.5% in FY23 to 3.1%.
India credit issued US$873m in loans and grew its
loan book to US$468m in FY24.
In August 2023, PayU announced the sale of GPO,
excluding Iyzico (Turkey) and Red Dot Payments
(south-east Asia), to Rapyd. The process is ongoing
and expected to close in the second quarter
of calendar 2024. GPO, including Iyzico and Red Dot
Payments, grew revenue 36% (69%), an acceleration
from FY23 to US$533m. GPO’s 6% trading profit
margin improved from -4% in FY23, driven by the
once-off loss provision in FY23 (2% excluding once-
off provision), operating leverage from enhanced
scale and cost optimisation.
2 Loss ratio – implies expected credit loss provision for loans
outstanding in current bucket.
Iyzico remained PayU’s fastest-growing PSP business,
with revenues growing 119% (238%) to US$186m,
driven by new and existing merchants. The trading
profit margin was 9%, on par with FY23,
as marketing in 2H24 offset a better customer and
model mix. Iyzico grew TPV 23% (85%) on an
improved and expanded service offering.
Remitly, PayU’s largest associate, maintained strong
revenue growth of 44% to US$944m for the year
ended 31 December 2023. This was driven by 38%
growth in send volume as the active customer base
increased from 4.2 million at the end of 2022 to
5.9 million. Increased scale and focus on improving
platform economics supported Remitly’s
improvement to a positive adjusted EBITDA margin
of 5% from -2% in 2022. Prosus held 19.8% of Remitly
at the end of the reporting period.
More information on Remitly is available
at ir.remitly.com.
On an economic-interest basis, the Payment and
Fintech segment grew revenue by 24% (39%) to
US$1 305m and trading losses improved from
US$116m to US$59m.
Operational performance
SDG 8
SDG 9
SDG 17
Stakeholder material
matters
Employees
›
Job security, career development
and competitive benefits.
Consumers
›
Optionality, convenience, trust and
security.
Strategic focus
›
Supporting India’s growth: Building
a financial ecosystem around
merchants, consumers and banks
by accelerating the payments and
credit offering
›
Focus on profitable growth in core
payments and credit.
Value drivers
›
Diversifying revenue base
in payments through value-added
services
›
Scaling consumer credit and
diversifying into merchant lending
with strong governance and risk
management framework
›
Driving synergies between existing
business to improve revenue and
optimise costs.
Risks
›
Macroeconomic pressure, with rising
inflation and interest rates leading
to slowing consumption
›
Increasing volume and complexity
of regulatory requirements
›
Cybersecurity and fraud over the
platforms
›
Counterparty risks (increased credit
portfolio).
1
In presenting and discussing our performance, we use certain alternative performance measures not defined
by IFRS, referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such
measures include economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core
headline earnings; and growth in local currency, excluding acquisitions and disposals. Segment reviews in this
report are prepared showing revenue on an economic-interest basis (which includes consolidated subsidiaries
and a proportionate share of associated companies and joint ventures), unless otherwise stated. Numbers
included in brackets represent the equivalent measure on the basis of growth in local currency, excluding
acquisitions and disposals. For further explanation of the use of APMs, refer to ‘About this report’ in the
governance section.
Key statistics
Revenue
Number of
employees
US$1.3bn
(FY23: US$1.1bn)
(24% YoY growth in US$)
(39% YoY growth in local currency, excluding M&A)
3 553
Trading
loss
Adjusted
EBITDA
US$59m
(FY23: US$116m)
(-5% trading profit margin)
-US$49m
(FY23: -US$108m)
(-4% EBITDA margin)
2 / 37
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Payments and Fintech
The opportunity
Payments and fintech remains one of the fastest-growing
segments worldwide, with rapidly evolving technology, digital
innovation and increased financial inclusion accelerated
by the move online post pandemic.
We identified three key trends in payments and fintech,
which all play to our strengths:
›
Continued acceleration of digital payments in India
›
Continued strong demand for credit in India
›
Regulatory changes shaping the fintech segment in India.
India is our largest market for digital payments. The country
recorded an increase of 44% YoY
4
in total number of retail
digital transactions in FY24, while payment volume
increased 20%.
The future for digital payments in India remains positive
as peer-to-merchant digital payments volume is expected
to grow over US$3tn by FY30
5
; 4x FY23.
Our credit business is also poised to benefit from growing
demand for credit in India. Digital personal and consumer
credit is expected to grow to US$130bn by FY30; 7x FY23
5
.
Strategic priorities
Supporting India’s growth
In India, PayU has built a strong position in digital payments
processing for merchants, building scalable technology
for banks, and is rapidly scaling its credit franchise for
consumers and merchants, morphing into a holistic financial
service provider.
4 Source: RBI Payment system indicators. Retail transactions, excluding cheque-based.
As of March 2024.
5 Source: Bain e-Conomy India 2023 Report.
For merchants, PayU has built a diversified product suite
offering value-added services beyond core payments for the
different sectors. In FY24, we processed over US$71bn in total
payments volume, up 22% (24%) on last year. PayU has been
scaling partnerships with banks and other financial institutions
through Wibmo. Wibmo was acquired in 2019 and has
strengthened the PayU platform for both banks and merchants
by providing payment authentication, merchant acquiring and
risk management services.
For consumers, PayU offers solutions for transactional credit
to facilitate online commerce and cross-sells personal loans,
successfully scaling the loan book. In FY24, issuances
expanded 18% and assets under management increased
83% over last year. This scale has been achieved on the back
of effective capital and risk management.
PayU also started a pilot in the current fiscal year to manage
risk and diversify its loan portfolio by providing loans to small
and medium merchants. The business also aims to leverage
synergies with the existing payment aggregator business
to enhance revenue.
India remains a highly attractive strategic market for PayU,
given that it is expected to become the third-largest economy
by nominal GDP within the next decade.
Focus on profitable growth in core
payments and credit
The business processed US$119bn in payments volume
in FY24. It has continued investing and building new
opportunities such as credit in India. The credit business
revenue has grown 12x since FY21, translating into a revenue
CAGR of over 128%. This growth has been coupled with cost
reductions, ensuring that the trading-loss margin continued
to improve YoY.
Our sustainability priorities
Sustainability is a key element of our positioning as a fintech
leader in high-growth markets. Our ESG transformation
roadmap is guided by our aspirational target to enable
expanding circles of positive impact around PayU. While
we have focused on the inner impact circles in FY24, we are
building momentum to drive broader societal impact in the
new year and beyond. In FY24, PayU India strengthened the
board by appointing independent directors. The new PayU
payments board will comprise 10 directors: five independent
directors, three non-independent non-executive directors and
two executive directors. The independent directors come with
vast experience in the fields of business, finance, regulatory,
technology, people and will help PayU scale into its next
phase of growth.
As one of the world’s top investors and a leader in payments
and fintech in high-growth markets, we contribute to a more
inclusive future for finance. By building customer-focused
products and services, we enable sustainable prosperity
in our markets and communities and broaden access
to finance. This includes equipping merchants and their
customers with the latest payments solutions.
We build an ecosystem around our platform
Merchants
Banks
Consumers
Looking forward
We will continue to scale our fintech
ecosystem across merchants,
consumers and banks.
We are present in high-growth
markets and we will continue to
emphasise India. With the in-
principal authorisation by Reserve
Bank of India to operate as a
payment aggregator and on-board
new merchants, India is expected
to demonstrate strong growth in
payments. The credit business is also
likely to benefit from increasing
demand for credit in India. PayU is
well placed to benefit from this
growth by maintaining its market
position and improving profitability.
The formation of an ESG
subcommittee reinforces the
importance of responsible business
practices, developing and
maintaining global disclosure
standards. Led by the diversity and
inclusion council, PayU is committed
to fostering an environment where
every employee feels they belong,
are listened to and empowered
to speak up.
2 / 38
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Transforming education through
technology
In the Edtech segment, the broad adoption of GenAI
tools and challenging macroeconomic conditions
have affected our businesses, particularly Stack
Overflow. Revenue growth has been more modest
than anticipated, and we have taken action
to improve trading profit and free cash flow
performance given this revenue base.
The consolidated Edtech businesses grew revenue
10% (9%) to US$148m while trading losses
decreased by US$33m to US$98m.
On an economic-interest basis, Edtech segment
revenues grew 7% in local currency, excluding M&A,
to US$444m and trading losses reduced
by US$67m to -US$80m.
The opportunity
Education accounts for 6% of global GDP. It is
anticipated there will be 2 billion new learners
by 2030, fuelled by:
›
The surge in the youth demographic in emerging
markets like India and Brazil
›
A global commitment to elevate educational
benchmarks
›
The urgent need to reconcile workforce
competencies with the evolving prerequisites
of a digital-centric economy.
At the same time, supply is contracting, driven
by a teacher shortage and affordability gap,
particularly in emerging markets. Digital offers
a means to bridge the demand-supply gap and
expand access to quality education. As technology
advances, and new business models emerge, the
barriers to edtech adoption will subside. For
example, GenAI could cause a paradigm shift
triggered by personalised learning pathways, real-
time language translation and automated content
generation.
Edtech
1
Operational performance
Workforce/higher education
K–12 education
Our portfolio
To date, we have invested over US$3.9bn
in 12 businesses. Our track record has been mixed,
reflecting the impacts of GenAI, operational
execution in some businesses, and investment
selection. We are addressing this where possible,
and have learnt valuable lessons along the way. The
global edtech segment has performed reasonably
and there is opportunity due to the impact that
technology and changing needs will have. Selection
and execution need to improve if we want
to continue to invest in this segment.
Our strategy will focus on investing in edtech
innovators that leverage AI to make quality
education accessible and personalised, aligning
with financial and social impact potential. With
Prosus’ commitment to AI, a specialised team and
extensive experience, we aim to benefit from the
edtech evolution.
We will focus on large addressable markets with
favourable unit economics to address a problem
and fill a need not supplied by traditional education
offerings.
AI
With the introduction of GenAI, a set of capabilities
in the making since 2017, interest in AI has
accelerated. The large underlying opportunity for
edtech is in personal tutors (also called assistants
or co-pilots), digital agents that can enhance
personalised learning, taking learners from starting
point to the desired learning outcome in the style,
speed, form and sequence most effective for
each learner.
While this has been a stated goal of edtech for
some time, the technology has matured sufficiently
to be useful only in recent months. Tutors/co-pilots
are a foundational challenge for edtech companies.
With tutors, the education experience changes
(1-on-1 short interaction with a virtual tutor instead
of a video-based course). The implications are vast:
technology platforms need to be redesigned,
education material needs to be repurposed, courses
can be of any length and are unique for every
learner, etc. Here the main risk is disruption from
new AI-natives that think of learning as an
AI problem from day one, without any of the
baggage of content, tools and organisations
of the era of massive open online courses.
SDG 9
SDG 17
Key statistics
Revenue
US$444m
(FY23: -US$545m)
(19% YoY decline in US$)
(7% YoY growth in local currency, excluding M&A)
Number of
employees
677
Trading
loss
US$80m
(FY23: US$258m)
(-18% trading profit margin)
Adjusted
EBITDA
-US$68m
(FY23: -US$239m)
(-15% EBITDA margin)
Stakeholder material
matters
Employees
›
Talent retention. Employee wellbeing.
Company culture.
Regulators
›
Timely reporting.
Investee/portfolio
companies and associates
2
›
ESG. Business performance. Efficient
growth.
Workers, learners,
educators
›
Data privacy. Community development.
Strategic focus
›
Workforce/higher education models
›
K–12 education
› US/India
›
AI advancements and AI-driven
opportunities in the segment.
Value drivers
›
Demand for continuous learning
and higher levels of education
›
Demand for faster upskilling
›
Constraints facing traditional brick-
and-mortar education systems.
Risks
›
Macroeconomic downturn and
higher interest rates
›
New forms of competition for existing
edtech providers
›
Disruption from enhancements and
increased availability and
functionalities of GenAI
›
Limitations in software development,
research and product capabilities
›
Education is a highly regulated
sector, and non-compliance can lead
to penalties.
1 In presenting and discussing our performance,
we use certain alternative performance measures
not defined by IFRS, referred to as non-IFRS-EU
financial measures, alternative performance
measures or APMs. Such measures include
economic-interest-basis information; trading profit;
adjusted EBITDA; headline earnings; core headline
earnings; and growth in local currency, excluding
acquisitions and disposals. Segment reviews in this
report are prepared showing revenue on an
economic-interest basis (which includes consolidated
subsidiaries and a proportionate share
of associated companies and joint ventures), unless
otherwise stated. Numbers included in brackets
represent the equivalent measure on the basis
of growth in local currency, excluding acquisitions
and disposals. For further explanation of the use
of APMs, refer to ‘About this report’ in the
governance section.
2
Associates:
Prosus holds 10-50% with a board seat,
meaning it has significant influence.
2 / 39
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Edtech
The technology landscape is currently dominated by large
traditional tech companies, which are both providers
of GenAI core building blocks (eg training and hosting
large language models or LLMs) and suppliers of an
increasing number of applications based on GenAI, such
as co-pilots embedded in regular applications. While they
are not direct competitors to edtech, they are lowering the
barriers for creating sophisticated applications for
education, indirectly fostering a range of new entrants
to the field.
Many of our edtech companies, some in partnership with
the Prosus AI team, have already launched or are soon
deploying GenAI technologies in their platforms to enhance
the learning experience for their users. This includes
exploring GenAI applications in K–12 education, such as AI
tutors and personalised learning paths and recognising the
shift in workforce skilling platforms. There is a burgeoning
need to reskill the workforce with AI-ready skills and
leverage AI to improve learning experiences. Our portfolio
businesses are actively working on enabling these
capabilities, aiming to equip individuals and organisations
with the necessary tools and knowledge to thrive in an AI-
integrated future. For Stack Overflow, we believe GenAI will
be an important evolution in how developers will work and
learn in future, enabling them to be more efficient and
better maintain their ‘flow state’. The developer community
can play a crucial role in how AI accelerates, ultimately
helping with the quality of GenAI offerings.
Stack Overflow
Stack Overflow’s mission is to empower the world
to develop technology through collective knowledge.
Stack Overflow grew revenue 4% (4%) to US$98m, driven
by growth in the Teams product. The growing adoption
of GenAI, which impacts user behaviour, along with
continued lower marketing spend, negatively impacted the
business. Total bookings grew 7%, driven by new offerings
such as OverflowAPI.
OverflowAPI enables AI/LLM providers to leverage Stack
Overflow’s public data asset into their AI capabilities. In
March, Stack Overflow announced its first API partnership
with Google Cloud, which will deliver new GenAI-powered
capabilities to developers through Stack Overflow’s
platform and Google products. Recently, the company
signed a similar partnership with OpenAI. It also launched
OverflowAI in May 2024, which consists of an ‘add-on’
bundle of AI-assisted features that target longstanding pain
points for Teams customers. The company has focused on
reducing costs across all areas of the business and
progressing towards profitability, leading to a reduction
of US$28m in trading losses to US$57m.
GoodHabitz
GoodHabitz is a fast-growing European provider of online
training for corporates and small and medium-sized
enterprises, offering over 2 000 courses in 22 languages
to more than 2 700 enterprise customers. It continues
to expand beyond its home market of the Netherlands and
is now operational in 15 countries.
GoodHabitz grew revenue 25% (20%) to US$50m. This was
driven by growth in new business and upselling across its
core markets, particularly in the Netherlands, with annual
recurring revenue growing 15% to US$55m. Trading losses
improved to US$8m, driven by cost-reduction initiatives.
Skillsoft
Skillsoft is a global leader in digital workplace learning that
listed on the New York Stock Exchange in 2021 (SKIL.N).
Skillsoft offers extensive cloud-based content spanning
leadership, business, technology and compliance.
Its client base is centred on large, blue-chip enterprises,
representing some 60% of Fortune 1000 companies and
its services are used by a community of over 90 million
learners globally across +150 countries.
Skillsoft’s revenue remained largely flat while its adjusted
EBITDA margin improved by 1 percentage point to 19%. The
company recorded a 2% decline in bookings, primarily from
instructor-led training, and partially offset by content and
platform sector growth of 2% YoY. Prosus holds 37.9%
of Skillsoft at the end of the reporting period.
More information on Skillsoft is available at
investor.skillsoft.com.
Eruditus
Eruditus provides executive education and short, private
online courses partnering with over 80 leading universities
across the globe. It makes high-quality education more
accessible by offering over 700 programmes to global
audience covering the US, Latin America, Asia, the Middle
East/North Africa region, and Europe.
Brainly
Brainly is one of the world’s leading AI learning platforms,
with around 15 million daily users, including students,
parents and teachers across the world. Students use Brainly
to strengthen their skills in core subjects such as math,
history, science and social studies. The platform allows
them to interact with an AI tutor and live subject-matter
experts, and create AI-generated test-prep study sessions.
BYJU’S
In the current financial year, the group wrote off the fair
value of its 9.6% effective interest in BYJU’S, due to the
decrease in value for equity investors. A fair value loss
of US$493m was recognised in other comprehensive
income in the current year.
Focusing on workforce skilling
»
Around
660 million
pageviews monthly
»
Around
+90 million
learners
across the world
»
+2 700
enterprise customers
Looking forward
We will continue to play an active role
in helping our portfolio businesses grow and
innovate so that more people around the world
can enjoy the benefits of tech-enabled learning.
We will also look for additional opportunities
to expand and strengthen our Edtech segment.
In Edtech, as in all our core segments, we are
interested in real improvement for people’s
everyday lives, long-term impact and
sustainable value creation – fundamentally
changing the world of learning for the better.
2 / 40
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Etail – eMAG
1
Operational performance
SDG 12
SDG 13
SDG 17
›
Logistics infrastructure across the group through
Sameday
›
Credit through HeyBlu
›
Recommerce through Flip
›
eMAG’s unique customer account and Genius
loyalty programme that unites the customer
experiences of these businesses
›
To maintain its status as a preferred one-stop
regional ecommerce platform, it also operates
PC Garage (specialised online gaming retailer)
Depanero (repairs appliances and electronic
devices) and Conversion Marketing
(performance marketing).
eMAG maintains its position as a leading
ecommerce platform in Central and Eastern Europe
(CEE). Beyond Romania, eMAG has implemented
similar strategies in Hungary and Bulgaria. These
three territories have a combined population of over
36 million and a combined GDP of over €600bn
3
.
Romania and Hungary’s nominal GDP per capita
CAGR forecast for 2024–2027 is around 11%, the
highest growth among CEE countries.
In contrast, personal disposable income for
Romania, Hungary and Bulgaria is among the
lowest in the EU, representing about half the EU
average. Accordingly, over 2023–2027, disposable
income growth is expected to exceed CEE and
EU averages with sustained economic development
being the main driver for private consumption.
A strong growth driver for the Ecommerce segment
in Romania, Hungary and Bulgaria would be the
successful conversion of internet users to online
shopping, to reach levels similar to other CEE
countries.
One out of three
internet users
in Romania is an
eMAG client, while two out of three
online shoppers
in the country are eMAG clients.
By upscaling eMAG’s digital solutions in its regional
network, and replicating the Romanian success story,
similar penetration levels could be reached in
Hungary and Bulgaria.
eMAG is the ecommerce flagship in three countries,
driving ecommerce penetration since 2001 in
Romania, 2011 in Bulgaria and 2013 in Hungary. The
business model originated from 1p electronics and
evolved into a marketplace that blends both 3p and
a fast-accelerating 2p business, from the Bucharest
warehouse. Currently, over 50 000 sellers, domestic
and international, offer their extended selection
of products in all categories through eMAG’s
platform. All product listings are offered under
a unified front-end catalogue for a seamless user
experience.
Stakeholder material
matters
Employees
›
Job opportunities. Skills development.
Company culture.
Regulators
›
Compliance across all regulatory
areas (fiscal, financial, environment
and competition).
Merchants
›
Growth and cross-border initiatives.
Consumers
›
User experience, including fast
delivery. Range of products. Quality,
efficiency and reliable service at the
right price.
Strategic focus
›
Marketplace growth
›
Category expansion and product
selection
›
Accelerating core etail services:
Genius and Wallet
›
Increasing delivery speed
at affordable prices
›
Develop the consumer financing
product (HeyBlu)
›
Focus on monetisation.
Value drivers
›
Enhanced value, convenience, and
pricing with Genius loyalty
programme for frequent users
›
Affordability through HeyBlu/wallet
›
Wider selection (1p and 3p, better
price index, lower average selling
prices, quicker delivery)
›
Convenience/delivery experience
through out-of-home network
›
Continue to develop advertisings
and fulfilment services for the
marketplace sellers.
Risks
›
Macroeconomic downturn and
higher interest rates
›
Competition from specialists
in verticals, and entry of regional
players in the market
›
Availability and cost of labour.
1 In presenting and discussing our performance,
we use certain alternative performance measures
not defined by IFRS, referred to as non-IFRS-EU
financial measures, alternative performance
measures or APMs. Such measures include
economic-interest-basis information; trading profit;
adjusted EBITDA; headline earnings; core headline
earnings; and growth in local currency, excluding
acquisitions and disposals. Segment reviews in this
report are prepared showing revenue on an
economic-interest basis (which includes consolidated
subsidiaries and a proportionate share
of associated companies and joint ventures), unless
otherwise stated. Numbers included in brackets
represent the equivalent measure on the basis
of growth in local currency, excluding acquisitions
and disposals. For further explanation of the use
of APMs, refer to ‘About this report’ in the
governance section.
Key statistics
Revenue
Number of
employees
US$2.2bn
(FY23: US$2.0bn)
(14% YoY growth in US$)
(8% YoY growth in local currency, excluding M&A)
8 041
Trading
loss
Adjusted
EBITDA
US$36m
(FY23: -US$61m)
(-2% trading profit margin)
US$21m
(FY23: -US$10m)
(1% EBITDA margin)
Building a leading ecommerce
ecosystem across Central and
Eastern Europe
eMAG grew consolidated revenue 14% (8%) to
US$2.2bn, driven by robust growth in the Romanian
etail business, as well as in emerging businesses
such as logistics (courier and lockers) and grocery.
Trading losses improved by US$27m to US$26m,
as the business progressed to profitability. The
group’s GMV grew 9% (in local currency) in FY24,
led by Romania (11% in 4p
2
which also generated
trading profit of US$40m for the first time and
partially offset by Bulgaria and Hungary. Both
Bulgaria and Hungary are now managed by the
Romanian team, acting as a single organisation
across all three territories.
eMAG’s Sameday courier business increased
revenue by 32% (32%) and halved trading losses
while expanding in Hungary and Bulgaria.
This group’s growth extensions recorded strong
growth. Revenue grew 57% (19%) driven by its food
extensions: Freshful and Tazz. Freshful increased
revenue 86%, reflecting order growth and
an expanded customer base (79%). Tazz’s revenue
grew 18%, on increased average order value and
extended geographical footprint. Tazz has made
satisfactory progress in improving its order
economics, contributing to a US$7m reduction
in trading losses while Freshful maintained the same
trading loss level for a business almost double
the size. Overall, the trading losses for its food
extensions improved from US$62m to US$50m.
The opportunity
eMAG is our leading ecommerce platform in Central
and Eastern Europe. Over the years, it has built
an ecosystem of complementary businesses on top
of its vibrant eMAG Romania platform. From this 1p/3p
business-to-consumer or B2C marketplace core, eMAG
extended into other categories:
›
Fashion through Fashion Days
›
Food delivery through Tazz
›
Grocery delivery through Freshful
3 Source: Economist Intelligence Unit (EIU) March 2024.
2 4p – total of 1p, 2p and 3p.
2 / 41
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Etail – eMAG
Giving customers the best etail
experience
To fulfil its mission of giving customers the best etail
experience, eMAG focuses on four key pillars: enhancing
convenience; helping customers make the right decisions;
delivering on its promise; and making the difference
in society while engaging customers on this journey.
Integral to reaching its goals is increasing customer
engagement. The largest business, eMAG Romania,
increased orders 11.3% YoY. While purchases of higher-
priced items were lower amid protracted economic
uncertainty, engagement on the platform continued
to increase. This is a key positive long-term trend for
eMAG, given its commitment to play an ever-bigger role
in meeting people’s everyday needs across Central
and Eastern Europe.
Key strategic initiatives supporting this commitment are
summarised below:
Growing Genius
Genius, eMAG’s subscription programme, is the flagship
proprietary service offering, providing free priority
delivery and extended return to over 716 000 eMAG
users in Romania. It fuels the group’s ecosystem by
expanding its benefits to the other group businesses
(Tazz, Fashion Days and Freshful). It is the top driver
in retention and growing 3p and 2p, as it removes the
barriers of delivery costs and delivery time. In the next
three years, Genius aims to reach 1 million clients
in Romania and will be launched in Hungary and
Bulgaria in the first quarter of FY25.
Growing Sameday
eMAG continued to strengthen its Sameday courier
business, which aims for a 99% on-time delivery rate.
In FY24, Sameday grew revenue 28%, meeting increased
demand for deliveries from eMAG and other businesses
in Romania and Hungary, while growing its business
in Bulgaria. Within these countries, Sameday is already
addressing a population of 36 million consumers. The
borderless courier ecosystem will become an enabler
for the online ecommerce sector in the region, by offering
consumers a large selection of products, high delivery
speed (24–48 hours) and affordable prices (instead
of expensive international fees). Sameday’s value
proposition for the ecommerce sector is the opportunity
to increase sales by accessing an extended pool
of consumers without the need for sellers to store
inventory in each country, with marginal delivery costs
and using only one courier network across the
three countries.
Expanding easybox network and
increasing delivery speed
The popularity of Sameday’s automated easybox lockers
continues to grow – 81% of Genius orders are delivered
via easybox, for example. These lockers give customers
24/7 service, pickup flexibility and over 99% on-time
delivery rates. They are also cost-effective to operate and
more environmentally friendly as they reduce the need
to deliver to multiple individual addresses.
Sameday continued to expand the easybox network.
In FY24, 5 000 lockers were available across the region,
with plans to double the number by FY27.
The easybox service offers added convenience. Next-day
delivery is a gold standard that Sameday plans to
extend, on the back of increased out-of-home network
in all three countries. Customers can return items when
it suits them via the lockers, with an instant electronic
refund once they close the door. Called ‘magic return’,
this method is quicker, safer and greener – and a good
example of improving everyday life.
In addition, 37 lockers now have their own solar panels
– making the service even more environmentally friendly.
The plan is to roll out more solar-powered lockers.
The first pillar of eMAG’s strategy for its core business
is
marketplace acceleration
in the region. The
marketplace business extends eMAG’s selection beyond
what 1p can offer and generates profits that support the
larger business. eMAG Romania’s 3p business has grown
its share of GMV, with the goal to reach 46% by FY29.
eMAG has grown its 3p business by focusing on the
fundamentals: selection, pricing and convenience.
The second pillar is
category expansion
and
increased
selection
to enlarge the total addressable market,
improve customer engagement, and bring economies
of scale and scope. Selection is being increased from
the current 20 million to 50 million offers through strong
international resourcing, technological upgrades of the
marketplace platform and developments in listing
processes with AI tools.
A foundational step in realising the benefits of eMAG’s
ecosystem was to enable customers to navigate freely
across its platforms. Customers can now access eMAG,
Fashion Days, Tazz and Freshful through a single account.
The convenience of a single log-in raises customer
engagement, which leads to higher conversion rates
for eMAG.
eMAG’s top priorities in FY24 were delivering trading
profit and improving revenue. Revenue improvement was
achieved through 3p acceleration, developing non-
electronic categories, Genius, ramped-up campaigns,
selection and pricing policies. During the year, eMAG
Romania, Hungary and Bulgaria were integrated,
creating a full regional organisation covering all
functions. Trading profit delivery was also in focus through
cost-saving initiatives as well as better monetisation
of rendered services.
Fulfilling orders for third-party partners
The company continues to invest in and grow its Fulfilment
by eMAG programme, where it manages delivery
logistics for 3p partners. This enables eMAG to ensure
delivery quality for customers and deepen relationships
with merchants.
Added convenience from food delivery
eMAG’s food-delivery service, Tazz, is now one of the top
participants in the highly competitive Romanian market,
growing GMV by 16% from a year ago. Capitalising
on investments to build the brand and customer base,
Tazz is focused on growing its order volumes and
improving quality of service, while continuing to address
profitability targets.
Added value from grocery delivery
Freshful, the leading e-grocery player in Romania,
offers a comprehensive range of 17 600 items, focused
on local producers for truly fresh food. Setting it apart
in the market, Freshful has a dedicated warehouse and
refrigerated delivery fleet to ensure customers get exactly
what they want, quickly and conveniently.
After operating for only two years, from 75 000 orders
per month in FY23, Freshful grew to 95 000 monthly
orders delivered in March 2024. High customer
satisfaction reflects the range and quality of groceries
on offer, coupled with the reliable ordering and
delivery service.
Expanding to financial services
eMAG’s HeyBlu vision is to become a leading player
by offering financing products to ecommerce sector
merchants and consumers, to empower them in financing
tools that extend purchasing power, in an easy
and convenient way based on fair and transparent
lending rules.
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Etail – eMAG
The newest programme developed in FY24 by eMAG
and Flip is Flip Buyback. Customers can sell their old
mobile phones to Flip in any eMAG showroom and
receive an eMAG voucher reflecting the value of the
device after an evaluation that only takes minutes. Flip
then refurbishes the devices and resells them on its
platform. The main goal of the programme is to transform
used mobile phones into a financial resource, while
prolonging the life cycle of the devices.
The Depanero repair service is a circular service that
repairs appliances and electronic devices sold by eMAG.
This prolongs the life cycle of the appliances, lowering
their environmental impact. In FY24, almost
247 000 appliances were repaired for customers
in Romania, Hungary, and Bulgaria. In FY25, Depanero
will expand its activities to installing solar panels and
charging stations for electric vehicles.
1
eMAG Genius
Loyalty programme
2
eMAG easybox
Automated lockers
3
Sameday
Inhouse courier service
4
Fulfilment by eMAG
Fulfilment for 3p merchants
5
Tazz by eMAG
Food and multivertical delivery
6
Fintech solutions
Consumer credit solutions
7
Advertising solutions
Sponsored merchant listings
8
Freshful by eMAG
Large-basket grocery delivery
The short-term business goal is to offer simple, easy-to-
access credit solutions to eMAG users, based on unique
scoring capabilities developed by eMAG. The
programme started by offering eMAG’s customers
two products: buy-now/pay-later (BNPL) with 30 days’
grace period; and Slice4 (three-month instalments with
upfront downpayment). In FY24, the product portfolio was
supplemented by Slice12 (11-month instalment offer with
upfront downpayment).
Sustainability – promoting a circular
economy
eMAG continued to develop its initiatives to promote
a circular economy. For instance, it encourages customers
to select returned and resealed ‘second-chance’
products. Currently, 95% of eligible returned products are
being resealed and reintroduced to the market with
a discounted price through this initiative. The adoption
rate for this product category remains high, with over
410 000 resealed products sold in FY24.
Another initiative is the eMAG buyback programme that
helps customers dispose of old home appliances
in exchange for a voucher to buy a new energy-efficient
appliance. eMAG picks up the old appliance for free and
takes care of recovery through an authorised recycling
partner. In FY24, over 96 000 appliances were purchased
by our customers through this programme.
Flip refurbishes and sells secondhand mobile phones
and tablets, preventing quantities of electronic devices
going to landfill. It expanded into Bulgaria and Hungary
in FY23, and to Greece in FY24, increasing sales by 53%.
Looking forward
eMAG will continue to grow by extending the
Genius loyalty programme, expanding financial
services, expanding the out-of-home network,
repairing more products, increasing the delivery
of food and groceries, and doing more to
support the circular economy. Building on its
mission to give customers across Central and
Eastern Europe the best retail experience, the
group is set to broaden and deepen this
experience and provide it in ever-more
sustainable ways.
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Identifying and investing in the next
wave of group growth
Continuing to explore new
investment themes
The past few years have witnessed increasing geopolitical
instability and economic shifts across the globe. As a long-
term investor, we have invested over decades across
several high-growth sectors and regions and are prepared
for fluctuations in the market.
Prosus Ventures remains confident about its operational
framework. Our investment strategy, like that of the wider
group, remains centred on supporting businesses that focus
on large total addressable markets, enabled by software.
We are optimistic about investing in high-quality companies
with a strong plan for driving unit economics. We expect
many of these companies will emerge from economic
downturns as stronger and more sustainable businesses.
Our bar for deploying capital in new investments remained
high this year due to continued market uncertainties. While
this led to a reduction in total funds deployed, we are
confident in our thesis and continue to focus on earlier-stage
investments and supporting our portfolio companies. Across
regions, we have helped our founders and their teams
manage challenges brought on by macroeconomic impact.
Riding the next wave of growth
Prosus Ventures collaborates with inventive entrepreneurs
across the world to help them establish tech-enabled
businesses in high-growth markets. We serve as the group’s
pioneer for exploring new investment domains. Our
commitment to this approach remains steadfast, along with
our focus on sectors where technology can bring a step
change in consumer and business behaviour and economics.
In FY24, we invested and committed over US$140m in
more than 20 closed transactions. In line with our
approach in recent years, we will continue investing
in businesses chasing a sizeable market across domains
being disrupted by software. We are great believers
in the opportunity accorded by software to transform
and scale businesses across sectors. GenAI is just one
incarnation of this, and we will focus on unlocking other
step-change opportunities.
Our geographical footprint will also stay in line with
previous years. We have expanded our investments and
coverage in India, along with greater engagement
in south-east Asia, Australia and New Zealand, Europe,
MENA (Middle East/North Africa) and the Americas.
Other Ecommerce:
Ventures
1
Despite uncertain market conditions, we are excited about
the opportunities where technology can enable
transformation across regions and sectors. We have made
seven investments in the AI space, including investees
building at the intersection of B2B and AI, across verticals
such as health, climate and legal tech.
We are continually scouting for the next wave of
entrepreneurs who show both high potential and the
determination to grow their business.
B2B as the growth engine
In recent years, Prosus Ventures has expanded its
investment horizons beyond business-to-consumer (B2C)
to identify investments in the business-to-business (B2B)
sector. We have covered the end-to-end spectrum of the
B2B space (from commerce to vertical SaaS or software-
as-a-service) based on the opportunity set in markets
in which we operate.
›
In developing markets such as Indonesia, the B2B focus
has been on companies that leverage technology
to solve for traditional issues around logistics, supply
chain and agriculture
›
In developed markets such as Singapore, Australia, Europe
and the US, the opportunity set has been predicated
on software-led companies with a global-first approach
across horizontal and vertical themes such as cybersecurity,
healthcare, data privacy and energy infrastructure.
India, a prime investment destination
India remains a key area of interest due to its potential
for growth across consumer and enterprise sectors.
Prosus started as a consumer tech growth-stage investor
in India. In recent years, Prosus Ventures expanded its
horizon to early-stage companies across a variety
of domains, including SaaS, B2B marketplaces, B2C and
new-age tech.
We see two themes unfolding in India:
›
Building in India for India: local expertise for
local problems
›
Building in India for the world: using a relatively low-
cost, high-quality resource environment to solve for
location-agnostic problems.
Today, we are an end-to-end, multistage, multisector
investment platform in India and a preferred choice for
founders.
AI
AI enhances efficiency and reduces costs by automating
processes that traditionally require human labour. The
technology’s ability to quickly generate high-quality outputs
accelerates time-to-market and ensures consistency across
various applications. AI is a focus area for Ventures and
we expect further capital deployment in this domain over
the long term. Our key focus here is vertical applications
of AI/GenAI and tooling and infrastructure.
Sustainability and synbio
Two emerging sectors that have caught our interest are
sustainability and synthetic biology or synbio, due to their
step-change potential and strong tailwinds. Within the realm
of climate tech, we are looking for promising opportunities
driven by increasing and favourable regulatory focus,
dedicated funds, and growing market interest in adopting
climate solutions. Our interest in synbio stems from the
ongoing substantial reduction in gene-editing costs and
the sector’s expansion into diverse verticals like food,
agriculture, cosmetics and industrials, reflecting a broader
scope beyond just pharmaceuticals.
Our new investments in this space include a utilities
software, Neara, and a next-generation biomanufacturing
company, Tierra Biosciences.
SDG 10
SDG 12
SDG 13
SDG 17
Ventures
Meesho is among India’s top three online
marketplaces, connecting underserved small sellers
with millions of consumers across India. Leveraging
tech innovations, seller-friendly policies and an
asset-light structure, Meesho is now the platform of
choice for India’s price-conscious customers.
›
Facilitated transactions for
140 million
customers in 2023
›
1.5 million
sellers on the platform;
5x user growth on platform since 2022
›
World’s fastest shopping app to cross
500 million
cumulative downloads
(as per Sensor Tower data).
Corti’s medical AI co-pilot, rooted in extensive
peer-reviewed research, offers real-time guidance
during patient interactions and emergency calls,
supporting documentation, coding, triaging, and
quality assurance.
›
Collaborates with some of the
biggest
healthcare
providers, public safety agencies
and health insurers in Europe and the
United States
›
Currently covers around
100 million
patients
a year.
Neara builds 3D interactive models of critical
infrastructure networks and assets. This AI-driven
proprietary modelling and simulation technology
helps run real-world scenarios, assess current and
future risk, and prioritise maintenance and
disaster response.
›
Customers currently span a combined territory
of 1 million+ square miles and
7.9 million
assets across
9 countries
›
It can identify and reduce risks
9x faster
than traditional methods.
Asia’s largest home services company,
UrbanCompany, is building a fulfilment-led
services platform to reimagine and organise the
key verticals of the home services industry. It offers
services such as cleaning, plumbing, carpentry,
painting, beauty and spa.
›
A presence in
50+ cities
across
7 international markets
›
+19 million services
delivered
in calendar 2023.
Oxford Ionics is a high-performance quantum
computing company, delivering world-leading
innovations to create powerful, accurate and
reliable quantum computers to solve the world’s
most pressing problems
›
Oxford Ionics achieves the
highest
performance ever demonstrated
while
using chips manufactured on a semiconductor
production line
›
The team has over
100 years
of expertise in
this space;
10
PhDs and
130+
peer-reviewed
scientific publications.
DeHaat is India’s largest full-stack, technology-
based business-to-farmers (B2F) platform that
offers a complete range of agricultural services to
farmers, including high-quality agricultural inputs,
access to financial services and market linkages
for selling their produce.
›
Aggregates and processes
6 000 million
tonnes’ produce
every day, delivered across
34 countries
›
Empowers
2.5+ million farmers
by
offering seamless access to over
5 000
agricultural inputs
›
Last-mile supply network across
120 000
villages
in more than
150 districts
of India.
1
In presenting and discussing our performance, we use certain alternative performance measures not defined
by IFRS, referred to as non-IFRS-EU financial measures, alternative performance measures or APMs. Such measures
include economic-interest-basis information; trading profit; adjusted EBITDA; headline earnings; core headline
earnings; and growth in local currency, excluding acquisitions and disposals. Segment reviews in this report
are prepared showing revenue on an economic-interest basis (which includes consolidated subsidiaries and
a proportionate share of associated companies and joint ventures), unless otherwise stated. Numbers included
in brackets represent the equivalent measure on the basis of growth in local currency, excluding acquisitions and
disposals. For further explanation of the use of APMs, refer to ‘About this report’ in the governance section.
Operational performance
Looking forward
We believe calendar 2024 will be a juncture
for the young companies in our portfolio,
as they aim to prove their ability to generate
strong unit economics. We remain committed
to supporting our remarkable founders and
their ventures, while seeking new investment
opportunities. As we are flexible investors per
our investment thesis and invest when we see
an opportunity, this enables us to support
ideas and companies that will be part of the
next wave of growth for Prosus and high-
growth sectors all over the world.
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Tencent
In 2023, Tencent made breakthroughs in a number
of products and services, summarised below. These
developments drove high-quality revenue streams that
fuelled strong gross profit growth, record profit and free
cash flow, and supported its plan to step up capital
returns to shareholders.
For the year ended 31 December 2023, Tencent reported
revenues of RMB609bn, up 10% from last year. Non-IFRS
profit attributable to shareholders (Tencent’s measure
of core earnings by excluding certain non-cash items and
certain impact of investment-related transactions)
increased 36% to RMB158bn.
The opportunity
China remains the world’s largest consumer internet
market, with around 1.09 billion internet users in
December 2023 (up 2.3% YoY), 99.9% of whom were
mobile users
2
. With a highly mobile-penetrated
population, growing middle class and increased
investment in digitally transforming industries, the
opportunity in this internet industry remains massive.
Continuing to grow
Tencent is a global internet and technology company that
develops innovative products and services to enrich the
lives of users. Its communication and social services
connect over 1.34 billion people worldwide, enabling
them to stay in touch with friends and family, access
transportation, pay for daily necessities and
be entertained.
Tencent publishes some of the world’s most popular
games and other high-quality digital content, enriching
interactive entertainment experiences for people around
the globe. It also offers a range of business services such
as cloud computing, advertising, fintech and other
enterprise services to support its clients’ digital
transformation and business growth.
Social and internet platforms
1
In 2023, Tencent further enhanced its business
efficiency and focused on core activities while
developing new services and revenue lines to support
sustainable and high-quality growth. During the year,
it launched its proprietary foundation model, Tencent
Hunyuan. This is now among the top tier of large
language models in China, with notable strength
in advanced logical reasoning.
Monthly active users of Weixin and WeChat reached
1.34 billion, up 2% YoY. User time spent on Weixin
continued to grow as it expanded its content, service
offerings and short-form video capability. Time spent
on Video Accounts more than doubled in 2023, reflecting
the benefits of enhanced recommendation algorithms.
Video Accounts is now entrenched as a major short-form
video and live-streaming platform in China, while Mini
Games is regarded as the leading casual game platform
in China.
The number of Tencent mobile and PC major hit games
in China (defined as games with average quarterly daily
active users exceeding 5 million for mobile or 2 million
for PC and generating over RMB4bn annual gross
receipts) increased from six in 2022 to eight in 2023.
International contribution to Tencent’s games revenue
reached a record 30%.
Tencent Video and Tencent Music Entertainment extended
their important presence in the long-form video and
music-streaming industries, with 117 million video
subscriptions and 107 million music subscriptions. Tencent
upgraded its AI-powered advertising technology platform,
which significantly enhanced targeting accuracy and
therefore, revenue growth. It also strengthened its
payment compliance capabilities, enhanced mini
program-based transaction tools and upgraded the
cross-border payment experience.
1 In presenting and discussing our performance, we use certain alternative performance
measures not defined by IFRS, referred to as non-IFRS-EU financial measures, alternative
performance measures or APMs. Such measures include economic-interest-basis
information; trading profit; adjusted EBITDA; headline earnings; core headline earnings;
and growth in local currency, excluding acquisitions and disposals. Segment reviews
in this report are prepared showing revenue on an economic-interest basis (which
includes consolidated subsidiaries and a proportionate share of associated companies
and joint ventures), unless otherwise stated. Numbers included in brackets represent the
equivalent measure on the basis of growth in local currency, excluding acquisitions and
disposals. For further explanation of the use of APMs, refer to ‘About this report’ in the
governance section.
2 Per latest CNNIC report issued on 22 March 2024.
SDG 9
SDG 12
SDG 13
SDG 17
Tencent continues to actively leverage its technology and
platform to create value for society through initiatives such
as its digital philanthropy platform, one of the largest
of its kind in the world. In 2023, the 99 Giving Day event
raised a record RMB3.8bn in public donations. The
company made progress in its decarbonisation journey
by applying its fourth-generation data centre technology
to reduce emissions and increase the adoption
of renewable energy. In August 2023, Tencent joined the
United Nations Global Compact (UNGC), demonstrating
its commitment to integrating UNGC’s principles into its
strategy, culture and day-to-day operations, while
supporting the UN’s Sustainable Development Goals.
In 2023, it returned substantial capital to shareholders
through payment of cash dividend, share repurchases,
and settlement of distribution in specie.
Looking forward
In 2023, Tencent made notable progress in core
technologies, especially those involving AI that
will serve as its growth multiplier going forward.
The deployment of AI technology in its existing
businesses has begun to deliver revenue
benefits, particularly for its advertising business.
Tencent is increasingly integrating Hunyuan
to provide co-pilot services for its enterprise
SaaS products, including Tencent Meeting and
Tencent Docs, and it is developing new GenAI
tools for effective content production internally.
It has identified earlier-stage business
opportunities from providing AI services
to Tencent Cloud customers.
Tencent’s management team remains committed
to streamlining business operations and
managing costs to reinforce product leadership
and expand key strategic growth areas.
The group’s commitment to the principle of
‘value for users, tech for good’ is unwavering.
Harnessing its investment in technology, it will
continue to create value for its shareholders and
the community, and strive to foster innovations,
address societal needs and contribute to
a sustainable future for all stakeholders.
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Sustainability review
As an established participant in high-growth markets, we are committed to discovering and
scaling digital services and technologies that help address shared global challenges.
We’re responsible – this is a core value in the Prosus group, from the
way we transact with billions of customers, to our business and
partner relationships, and to honouring our obligations to the
governments and regulatory systems of countries in which we
operate.
Sustainability – journey to CSRD
For more on Sustainability – journey to CSRD, see page 47.
Physical services
Digital services
Payments and Fintech
Financial inclusion
Etail
Access to livelihoods
Edtech
Learning for all
Food Delivery
Access to livelihoods
Classifieds
Circular economy
Ventures
Inclusive and sustainable business
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Creating sustainable value
Our approach
Mitigate harm
linked to business
and operations
Do good
by investing in
communities
Lead
sustainable
transitions
We create sustainable value for key stakeholders through our business model
and in line with the United Nations Sustainable Development Goals (UN SDGs).
Below is an overview of the nine SDGs that our business, companies and people
contribute to in a significant and material sense. See our website for more details.
As an established participant in high-growth markets,
we are committed to discovering and scaling digital
services and technologies that help address shared
global challenges. Through our diverse portfolio of digital
companies, we are invested in a world of exponential
opportunity. Accelerating transitions to more responsible
consumption and shifting the economy as a whole
to greener business models is critical for individual
economies to move towards a resource-efficient and
low-carbon growth path.
Sustainable development is contingent on economic
growth. Our locally built businesses in Brazil, India and
South Africa are driving this growth by not only innovating
in key areas of life – from finance to education – but
by creating jobs and livelihood opportunities while
promoting responsible consumption.
We continue to seek opportunities where technology
is driving a systemic transition towards low-carbon growth
and sustainable business models.
Responsible investment
Our capital-allocation strategy reflects this opportunity
as we continue increasing our exposure to revenues from
a diversified portfolio of asset-light and low-carbon digital
services. Every investment we make has the potential
to reduce inequalities and drive innovation. By investing
in local entrepreneurs solving for local needs, we support
local economic growth in those communities – in the long
run, this is the most sustainable way of driving economic
parity and equitable access to opportunity in a society.
As one of the world’s largest technology investors,
creating sustainable value lies at the core of everything
we do. The companies we invest in are visionary
entrepreneurs, rooted in their local communities, building
online businesses with a lower carbon footprint than their
old-economy offline counterparts.
Digital financial services, for example, reach people
previously underserved by traditional banks with
concentrated brick-and-mortar infrastructure. Our portfolio
of edtech platforms is enabling businesses using
an increasingly diverse user group to access online
learning anytime, anywhere without the environmental
footprint of a physical learning institution. Similarly,
grocery-delivery and etail platforms have the potential
to combine convenience with a lower carbon footprint
from shopping while our best-in-class food-delivery
businesses are creating livelihood opportunities
in countries where there is high youth unemployment.
The criteria for our investment decisions are clearly
defined and exclude or limit our exposure to revenue
from business models that conflict with our sustainability-
driven approach. Our approach is characterised by the
overarching objectives to mitigate risk, manage
performance and create sustainable value.
Firstly, we mitigate risks to people and to our planet.
We proactively exclude investments in a defined set
of controversial activities such as pornography, tobacco,
weapons, carbon-intense activities and others.
Secondly, we manage for performance. Once
an investment decision is made, we continue to apply
an ESG lens to track performance and gauge the
progress of companies in which we acquire a controlling
interest. While the nature and definition of material
impacts may vary between companies, we apply
consistent ESG principles and systemically cascade our
sustainability agenda to our subsidiaries. These include
data privacy and cybersecurity, human rights, business
ethics and compliance, and climate action.
Thirdly, we are increasing exposure to sustainability-driven
business models across our portfolio. Our Ventures team
is exploring potential new sectors from carbon reduction
to smart mobility. For example, we invested in companies
such as DeHaat and Vegrow that apply sustainable
digital solutions in agtech by using soil-biology analytics
and AI-based tools to determine the most sustainable
solutions for crops and address specific climate and
societal challenges.
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of each group company. This includes local regulatory
requirements, making a one-size-fits-all approach highly
impractical. In the rare situation that national law conflicts
with international standards, we expect compliance with
national law and seek ways to respect the principles
of internationally recognised standards and best practice.
Our sustainability accelerators network (SAN) is an
engagement opportunity that we offer to all group
companies, regardless of control and ownership levels.
This is a forum for sustainability leaders and experts
across the group to convene each quarter to share
updates and exchange best practices. We encourage
open learning across the group. Our sector-specific
forums enable our family of businesses to share expertise
and best practice on topics such as emissions, plastics,
e-waste and electric vehicles. These groups enable the
transfer of innovations and best practices between
sectors, supported by a network of sustainability
champions across Prosus.
Managing our environmental
impact
Managing the environmental impact of our businesses
is central to our intention to create sustainable value.
How we manage our environmental footprint can affect
our reputation, regulatory compliance, operational
efficiency and therefore our financial performance.
The nature of material environmental impacts, and
how to define them, can vary between companies.
On indicators such as waste and water, we review
portfolio companies’ activities on a case-by-case basis for
issues and potential remedies relevant to their specific
business model and operating context.
In our environment programme, available on our website,
we have detailed all facets of our environmental
impact management. This gives our stakeholders a
comprehensive view of material impacts on the planet
and how we address the resulting risks and opportunities.
Over the past five years, we have been developing
environmental impact reporting across the group.
Following the same principles that we apply to our
financial reporting, we measure and report on the GHG
emissions of our subsidiaries. The scope of our emissions
reporting is significant, with added complexity because
the entities on which we report represent diverse business
models, geographies and operating contexts. Most of
our subsidiaries are private and in the process of scaling
up and delivering profitable growth. Despite the
additional pressure on internal resources to meet the
ever-expanding reporting and disclosure requirements on
their non-financial performance, we believe their
dedication to report on their environmental footprint
illustrates their commitment to sustainable value creation.
This year, we have taken another step: all companies are
expanding their scope of disclosures to include material
areas of their indirect GHG emissions footprint,
represented by material categories of scope 3 emissions.
To support our progress, this ambition was included
as a key performance indicator linked to the short-term
incentives of our group CEO and CFO. This year, 100%
of our subsidiaries achieved limited assurance on their
GHG footprint, including scope 1, scope 2 and material
scope 3 categories.
Climate action
Our climate-action approach is defined in three
key steps:
›
Initially, we onboard all controlled portfolio companies
on a carbon-data management tool
›
Then, our businesses use this data-driven analysis
to define a baseline and set company-specific
reduction roadmaps towards net-zero targets
›
Finally, we support the companies in their journey
to reach these targets by identifying scalable
technology and partnerships to enable low-carbon
growth and material efficiency.
As of FY24, two portfolio companies have verified
science-based climate targets.
The concept of a just transition emerged as a key pillar
of the global climate strategy at the 2022 COP27 climate
Responsible business
Our group is well diversified by sector and geography,
which is both a strength and a differentiator. While the
experience of doing business in difficult contexts
is a competitive advantage, it also presents challenges.
Our assets span an array of political and social contexts,
along with significant variances in the maturity of these
companies in addressing ESG topics. Most of the
companies are privately held, building technology-based
commercial strategies in tough markets. We believe that
by securing leading positions in fast-growing markets, our
businesses can create the opportunities and connectivity
that are preconditions for societal development and
environmental protection.
While the principles we bring to our portfolio companies
are consistent (as set out in our sustainability policy and
environmental programme), we apply a differentiated
approach to engaging with them, defined by our
shareholding in the company, which is also an indicator
of our ability to influence.
In our corporate operations, we control our sustainability
strategy. Where we have controlling interests, we work
closely with the companies to ensure management
embeds our principles for all material matters, adapted
for factors such as business model, operations,
employees and geography, resources and the complexity
of their activities. Where we have significant minority
investments, we share our sustainability agenda and ESG
principles. The demographics of companies where
we hold minority investments are vastly different, ranging
from very mature listed entities to companies in their
early growth stages. The resource allocation for
engagement and monitoring their ESG performance will
remain nuanced, based on the type of company and its
materiality on our balance sheet. Across all these
companies, however, if we have a non-controlling interest,
we can be relatively limited in our ability to influence their
strategy and activities.
Our engagement considers the position and role of the
private sector in the larger country-level operating context
summit. This is particularly relevant given that a majority
of our businesses are located in the global south and
often operate in communities that are most vulnerable
to climate change.
While countries of the industrialised north are responsible
for emitting most of the historical GHG emissions, which
cause global warming, impacts are felt most strongly
in parts of the world with limited resources to tackle the
problem. For example, a company seeking
to decarbonise its fleet of delivery vehicles in Germany
benefits from lower costs of capital and more enabling
policies, incentives and infrastructure than comparable
businesses in India or South Africa.
This reality is core to any concept of climate justice – and
recognised in article 2.2 of the Paris Climate Agreement
by an explicit commitment to ‘the principle of common
but differentiated responsibilities and respective
capabilities’. Deploying available technologies to curb
emissions is often more difficult, disruptive and expensive
in those economies least responsible for global warming.
Climate goals are global, but operating environments
and the costs of transition are influenced by the available
energy mix, local economy, governments’ varying net-
zero commitments, policies and regulation. Each
company’s operating country context is critical to its
decarbonisation pathway.
As examples, Brazil has set a goal of achieving its net-
zero target by 2050. In contrast, India has set a date
of 2070 to achieve the same target. Our food-delivery
subsidiary iFood benefits more from Brazil’s enabling
ecosystem than its peer Swiggy in India.
Our commitment to a fair and just transition underpins
our approach to creating sustainable value. Most of our
businesses operate in communities that are particularly
vulnerable to the impacts of climate change. We believe
that a commercial strategy anchored in the climate
agenda will contribute to reducing systemic risk,
enhancing human capital, and securing our societal
licence to operate. Our governance and management
framework is in place, ready to support all our
Creating sustainable value
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businesses, operations and subsidiaries and associates
to meet global climate targets aligned to the Paris
Agreement goal of net-zero emissions.
Our science-based targets
The Science Based Targets initiative (SBTi) has verified
our group reduction targets, which confirms that our
commitments are aligned with the Paris Agreement:
Corporate emissions
-100%
-30%
Scope 1 + scope 2
emissions by FY28
Air business travel
emissions by FY30
*
This is measured by invested capital.
Portfolio emissions
Majority* of our portfolio
companies set a science-
based reduction target
by FY30
Majority
Scope 1 and 2 emissions:
We will reduce our corporate
emissions in line with a net-zero climate scenario by
achieving a 100% reduction in absolute scope 1 and 2
GHG emissions by FY28 from a FY20 base year. Following
that, we commit to maintaining emissions at zero. Over the
past year, we implemented activities towards a total
reduction of our scope 1 emissions to zero. For example,
the lease on all company cars was terminated for Prosus.
At Naspers, we sold all company vehicles and transitioned
to one electric car for our South African operations.
Over FY24, we maintained scope 1 emissions at zero.
Through these and similar initiatives, we are growing the number of portfolio companies working towards setting science-
based reduction targets.
As of last year, portfolio companies Tencent and Delivery Hero have set and received SBTi verification for their climate
targets, which realises 24% of our portfolio coverage target.
Climate action across the group
OLX and renewable energy
The OLX Group has matured its carbon accounting for scope 1, 2 and material scope 3 categories, expanding its categories
(purchased goods and services, capital goods and business travel). In FY24, OLX increased the level of renewable energy
used in the offices in Europe to 81%, and has worked with landlords and local offices to reduce its energy consumption.
PayU
Distributed renewable-energy credits (D-RECs)
Prosus committed to buying 3GWh of D-RECs from South Pole between 2022 and 2025, purchasing 1GWh per year. PayU has
partnered with us on this transaction, which offers the company a reduction of its electricity-related scope 2 emissions and an
impactful way to substantiate its commitment to energy security through equity and sustainable development. Through the
D-REC purchase, PayU is investing in high-impact community-level projects in India, including:
›
E-Hands Energy: Financial inclusion projects, electrifying rural banks across India – promoting financial inclusion and
economic growth (SDG 8), while contributing to industry, innovation and infrastructure (SDG 9)
›
Oorja Development Solutions: High-impact solar irrigation pumps for smallholder farmers in India – enhancing food security
(SDG 2) and supporting responsible consumption and production (SDG 12)
›
OMC Power: Off-grid mini-grid solutions (replacing diesel generators that used to power telecom towers solely) with direct
offtake to local off-grid villages. This provides power to private households and businesses – offering them reliable energy,
aiding in poverty alleviation (SDG 1) and economic development.
D-RECs extend the impact of renewable-energy certificates (RECs) – a widely used market instrument – to smaller projects
that are either off-grid or with a limited connection to the grid and often cannot easily access financing. Renewable-energy
solutions made viable by D-RECs, like solar mini-grids, deliver clean energy to irrigation systems, healthcare facilities, schools
and homes. By improving critical services for communities, the tremendous development potential of D-RECs contribute to
UN SDGs on health, food security, education and helping to fight climate change.
Carbon-neutral checkout
PayU has committed to introducing the carbon-neutral checkout initiative, offering end consumers the opportunity to offset the
carbon footprint of their online purchases. This new service can potentially capture significant volumes of GHG emissions
annually and unlock financing to climate projects.
In collaboration with FootprintLab and Climes, PayU has taken innovative steps to ensure a reliable, transparent and impactful
service; it has integrated carbon footprint measurement; transactional dynamics of voluntary carbon credit markets; and
independent project verification in its core processes of payment and finance.
The initiative gives merchants an opportunity to underscore their sustainability commitments and empower consumers to align
their purchases with environmental values.
Creating sustainable value
On scope 2, at our Prosus operations, we procure
renewable energy from the grid, except for two locations
– India and Hong Kong where we are unable to procure
green energy for our leased offices. For these locations,
we have procured renewable-energy certificates with the
objective of realising zero emissions. For our South Africa
operations, the country energy mix remains a challenge
as we aspire to transition fully to green energy at our
offices. However, on-site solar panels provide part of our
energy consumption, with the remainder through the
purchase of renewable-energy certificates.
Scope 3 category 6 emissions:
We will reduce our
absolute corporate scope 3 GHG emissions from air
business travel 30% by FY30 from a FY20 base year. With
post-pandemic business travel picking up, the increase
in our air-travel emissions over the past 12 months is
reflected in the data reported, but remains well below
our base-year emissions, which gives us comfort to
achieve our target. In FY25 we will expand the footprint
of our corporate travel by including emissions from
employee travel for their commute from home to work.
We will continue to monitor and implement measures
to ensure we realise our target.
Portfolio emissions:
We are committed to ensuring
that over 50% of our portfolio companies, measured by
invested capital, will have set their own science-based
reduction targets by FY30. We are engaging with
subsidiaries where we have the highest level of influence
and strong established collaborative relationships,
working closely on their GHG data collection, footprint
measurement, emissions management and developing
their decarbonisation pathway.
This year, we have supported iFood in preparing to set
its Paris Agreement-aligned reduction targets, developing
a baseline GHG footprint and establishing a reliable
methodology for this calculation. The consequent scenario
and strategic planning will focus on designing SBTi-
aligned reduction targets in FY25.
For portfolio companies where we have minority interests,
we will continue to use our influence as shareholder to
engage on their climate action journey. We are partnering
with India-based Green Startup Pledge – the world’s first
climate pledge designed exclusively for start-ups – to
enable our minority-investment portfolio companies in
India to start their climate-action journey.
3 / 49
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Prosus group environmental indicators
Scope 1, 2 and 3 emissions (material categories)
Corporate
tCO
2
e
Scope 1
0
Scope 2 market-based
0
Scope 3 purchased goods and services
2 557
Scope 3 business travel
4 842
Segment
Food Delivery
Scope 1
0.1
Scope 2 market-based
303
Scope 3 purchased goods and services
2 248
Scope 3 downstream transportation and distribution
273 842
Classifieds
Scope 1
422
Scope 2 market-based
1 211
Scope 3 purchased goods and services
10 466
Scope 3 business travel
979
Payments and Fintech
Scope 1
442
Scope 2 market-based
0
Scope 3 purchased goods and services
575 652
Scope 3 business travel
3 791
Edtech
tCO
2
e
Scope 1
145
Scope 2 market-based
137
Scope 3 purchased goods and services
6 366
Scope 3 business travel
1 153
Etail
Scope 1
13 002
Scope 2 market-based
3 081
Scope 3 purchased goods and services
789 977
Scope 3 downstream transportation and distribution
2 030
Total carbon footprint in metric tonnes CO
2
e
Scope 1
14 011.1 LA
Scope 2 market-based
4 732 LA
Scope 3
1 673 903 LA
C1 – purchased goods and services
1 387 266 LA
C6 – business travel
10 765 LA
C9 – downstream transportation and distribution
275 872 LA
Creating sustainable value
Carbon intensity
tCO
2
e/revenue
US$’m
Corporate
n/a
Food Delivery
0.23
Classifieds
2.31
Payments and Fintech
0.41
Edtech
1.90
Etail
7.29
Total
3.43
LA
MWh
Energy use
Renewable
Non-renewable
Corporate
514
0
Food Delivery
0
2 258
Classifieds
821
4 268
Payments and Fintech
1 458
1 548
Edtech
630
985
Etail
14 560
62 129
Total
89 171 LA
* tCO
2
e: tonnes of CO
2
equivalent.
Scope 1 – operational emissions from the use of fossil fuels and refrigerants
Scope 2 – operational emissions from purchased electricity in own operations
Scope 3 – extended value-chain emissions
The carbon emissions data was prepared in line with the following criteria for
scope 1, scope 2 and scope 3 emissions and can be accessed on our website
at:
https://www.prosusreport2024.com/
.
For Naspers carbon emissions, refer to page 52 of the Naspers integrated
annual report.
3 / 50
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Sustainable deliveries
The GHG emissions footprint of our portfolio of digital
tech companies is low relative to most industrial sectors.
Nonetheless, pockets of carbon-intense activities exist in
some of our investment value chains, particularly food
delivery and etail. In an era marked by growing concerns
about carbon emissions, climate change, air pollution
and urbanisation, society is grappling to reconcile
consumer convenience with environmental responsibility.
The food, grocery and etail delivery sectors are at the
heart of this challenge.
Our food-delivery and etail companies are transforming
how consumers purchase food, groceries and other
products. Driven by digital technologies and changing
consumer habits, ecommerce sectors are growing, and
their business inevitably leads to increased environmental
impact from deliveries.
Curbing the environmental impact of delivery services
is a priority across our businesses in these sectors and
focuses on two categories: packaging and delivery
vehicles. We recognise the opportunity of delivery
platforms to be a catalyst for implementing and scaling
sustainable solutions for packaging and zero-emissions
last-mile deliveries.
Sustainable packaging
We actively support our portfolio companies to develop
sustainable-packaging strategies, to prevent waste and
harness the opportunity to scale solutions for millions of
users.
iFood and its fight against plastic pollution
iFood, the first food-tech company in Brazil to sign the UN Global Compact, is using its presence in the country to support
the acceleration to greener economies. Research estimates that plastic waste enters the ocean at a rate of about 11 million
tonnes a year, including plates, cups, cutlery, plastic bags and non-recyclable disposable straws. Without a national or public-
sector recycling plan for these items, they end up in landfill or in the environment. Given its role in the food
ecosystem, iFood believes it can contribute to improving Brazil’s waste management.
In the fight against plastic pollution, several measures were actioned in FY24. This year, the Nature’s Friends initiative reduced
the circulation of more than 1 000 tonnes of single-use plastic, specifically cutlery.
To find cheaper and ecofriendly alternatives to plastic, two sustainable packaging portfolios were launched for restaurants: the
gBox, made from compostable corn husk in partnership with GrowPack, and a 100% recyclable paper packaging for burgers
and snacks in collaboration with Klabin – called
#HamburguerNoPapel campaign
.
Recycling efforts, especially for materials like styrofoam and plastic, were bolstered through collaborations with recycling co-
operatives, resulting in almost 500 tonnes of plastic being recycled.
Creating sustainable value
Zero-emission deliveries
Mastering last-mile deliveries is at the heart of our food-
delivery and etail businesses. Given their growing
success, managing the impact of these deliveries in terms
of air pollution and GHG emissions is now a priority.
Global last-mile delivery demand is projected to increase
78% by 2030. This would mean a 36% rise in the number
of delivery vehicles in the world’s top 100 cities and, if
we do not intervene, 32% growth in GHG emissions.
Our report
Electrifying progress: scaling zero-carbon
deliveries of food, groceries and parcels
examines
barriers and enablers to scaling electric-vehicle adoption
in last-mile deliveries. This can yield substantial economic
savings, as electric vehicles have reduced per-kilometre
consumption, lower operational costs, and offer
protection against volatile fuel prices.
Creating enabling conditions for scaling zero-emission
deliveries requires collaborating across the value chain,
with a key role for policy and finance teams to support
the transition. We are working with our portfolio
companies in the food-delivery and etail sectors to create
these conditions and turn pilots on zero-emission
deliveries into scaled solutions.
In the absence of a global framework on sustainable
packaging, we have articulated 10 golden rules for our
group companies to reduce waste in their operations and
extended value chains. These were launched as a global
report with region-specific versions last year.
This year, we focused on mapping the packaging
footprint of subsidiaries in our Food Delivery and Etail
segments and supporting actions to implement
sustainable packaging solutions, inspired by the golden
rules (see our environmental impact report for packaging
footprint data). Our specialised cross-sectoral working
group, comprising all portfolio companies that use
packaging, is our platform to identify and enable the
adoption of best practices and learnings.
We also became a supporting member of the India
Plastic Pact, along with our associate Swiggy. With this,
we aim to continue developing and sharing best
practices on this issue.
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Creating sustainable value
iFood’s aim: zero-carbon delivery
iFood is committed to advancing sustainable
transportation methods, with a target of achieving
50% of its deliveries through clean vehicles by 2025.
To reach this goal, it is developing innovative
solutions to facilitate more deliveries using
environmentally friendly vehicles, while introducing
products and projects to promote the adoption
of bicycles, e-bikes, scooters and e-motorcycles.
In the first quarter of calendar 2023, 23.2%
of iFood’s deliveries were made by non-polluting
means such as bicycles, e-bikes, scooters
or e-motorcycles. iFood celebrated the third
anniversary of its iFood Pedal initiative in October
2023. This initiative, which offers bicycle-rental
services exclusively for delivery, now operates
in seven Brazilian cities. On average, it handles
830 000 orders per month, totalling 19.5 million
orders by March 2024, using 3 750 e-bikes.
Additionally, through a partnership with the start-up
Vammo, iFood has conducted successful trials
on e-motorcycles, with plans for expansion. iFood
has also enhanced its understanding of scope
3 emissions in its value chain, paving the way for
future science-based sustainability targets.
By the end of the year, iFood had achieved a
milestone of delivering 37 million zero-emissions
orders using bicycles, e-bikes, e-motorcycles
and drones.
Circular economy
We live in a world of limited natural resources, where
mining raw materials and manufacturing products have
negative environmental impacts. The solution is to
transition from a take-make-waste system to a circular
economy.
Biodiversity
Biodiversity loss is a growing and multifaceted concern.
We need to first understand the corporate interaction
with, as well as dependency and impacts on, nature.
Then we need to take targeted action to mitigate
negative impacts. This is challenging due to the
complexity of natural systems involved, speed of changes
occurring within them, and limited tools available to do
this in a comprehensive way.
This year, in line with the Taskforce on Nature-related
Financial Disclosures (TNFD) disclosure recommendations,
we conducted a high-level preliminary biodiversity
scoping assessment. The assessment used the WWF
Biodiversity Risk Filter which mapped the exposure and
dependency of subsidiaries iFood, eMAG, Media24,
PayU, OLX, GoodHabitz and Takealot to biodiversity risk.
In addition, we leveraged the deeper understanding
obtained from our detailed climate risk assessment on
the interplay between our business and nature and inter-
connected climate and biodiversity risks, for example
around water, within this assessment.
Reflecting the respective business models and digital
nature of operations, most of our portfolio companies’
direct operations have very few physical assets,
mostly in urbanised locations with low biodiversity
concentrations. As such, exposure to biodiversity risk is
low and dependency on ecosystem services is minimal
compared to other business sectors.
The biodiversity assessment included direct operations,
while supply chains were not in scope. Specific sectors
and subsidiaries, like food and etail companies, have
dependency on biodiversity and ecosystem services in
their extended supply chains. The exact nature of this
relationship and exposure requires further analysis, and
will have to be mapped by individual portfolio companies
which know, manage and engage their extended value
chain.
A circular economy goes beyond simply recycling; it
enables consumers to live the lives they want with limited
environmental impact. Extending a product’s life is a key
part of the circular economy. By facilitating the trade of
secondhand products, our classifieds platforms extend
life cycles for items that would otherwise have short lives.
As a result, our need for new products is lessened and
our production of waste decreases.
Enabling secondhand trade at OLX
OLX and its users contribute to building a more
sustainable world through trade. In 2023, our
classifieds platform OLX helped people trade over
25 million secondhand products across Europe and
South Africa. Choosing secondhand over new helps
conserve resources. OLX has modelled the positive
impact of its circular model by calculating how
reusing consumer products leads to substantial
resource savings. The annual impact report of OLX
quantifies this positive impact: it calculates the
volume of materials, water and energy that are
conserved by enabling its customers to extend the
life of consumer goods.
For just the categories of vehicles and electronics,
over 9.3 million secondhand items were sold in
the past year. This helped conserve more than
2.5 million tonnes of materials and
428 million m
3
of water. Saving materials and
reducing the production of new items also
significantly helps reduce GHG emissions.
In 2023 this was over 3 million tonnes of CO
2
e
emissions.
The circular economy also enables users to save
money while conserving energy. In 2023, for
electronics alone, our users saved over €169m,
proving that the circular economy can be a win-win.
The annual impact report and more details can
be found at
www.olxgroup.com/impact
.
Transforming extractive economy to
green economy in Carpathian
Mountains
Despite the natural wealth in the backcountry of
communities living around the Fagaras Mountains
in the south-central Carpathian Mountains, people
face poverty and social problems, lack of adequate
infrastructure, and poor education possibilities.
Depopulation due to departure of the younger
generation is a sad consequence, which again has
a negative feedback effect on social services and
infrastructure.
Carpathia Foundation believes that creating a new
national park could break this chain and could
become a win-win situation for biodiversity
conservation and an engine for economic
development of local communities. However, such
a national park comes with many changes for these
communities; the current economy will need to go
through a transformation process and new
economic streams must be developed to create
advantages and incentives for the communities
to accept and endorse a national park.
Prosus supported Carpathia Foundation to invest
in relevant IT systems for local small-scale farmers
and an ecotourism programme, in addition
to digital marketing campaigns. This will help
Carpathia Foundation kickstart this transformation
process towards a local green economy.
3 / 52
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Creating sustainable value
Climate-related risks
Several of our portfolio companies operate in high-growth
markets that are more impacted by climate-related risks
from changing weather and climatic conditions than more
developed markets. We therefore recognise that, as a
company, we contribute to climate change through our
emissions and we are impacted by its effects.
This year, we have worked with Ernst & Young to assess
climate-related risks to our group by analysing the
exposure and vulnerability of our subsidiaries’ operations
to these risks, not only from a changing climate but also
a changing operational context such as regulation and
consumer preferences. The potential impact of a
changing climate on our group was assessed using
a scenario analysis, pinpointing the locations of our
subsidiaries’ assets, considering their business models
and their vulnerability to the impact of natural hazards
like flooding, fire and heat, over the medium (2030) and
long term (2050). While the models show that several
subsidiaries have activities in locations that are projected
to be highly exposed to such hazards, the assessment
concluded there is limited value at risk due to a changing
climate. Food Delivery and Etail, with deliveries in their
value chains, see most potential impact on their
operations, but this is also classified as low. Greater
detail on our climate-related risk assessment will be
published in our FY24 TCFD report on our website.
In FY23, we began to engage with top suppliers of the
Naspers and Prosus corporate entities, requesting them
to share GHG emissions linked to services they provide to
our corporate headquarters operations as well as details
of their emission-reduction targets. The cornerstones of
climate action are GHG accounting and transparency.
Every company needs to measure its GHG footprint and
disclose this information, thereby building global
transparency on emissions of every value chain and
enabling its clients and suppliers to improve the accuracy
of their GHG footprints, which will enable more effective
reduction activities and targets. We will engage the
largest suppliers, those who do not publicly make their
GHG emissions available, and ask them to start reporting
on GHG emissions and on ambitious climate targets.
For detailed information on the results of our supplier
engagement, refer to our environmental impact report
on our website.
Supplier sustainability
We are committed to building a more sustainable supply
chain through our purchase decisions. At corporate level,
we have implemented an integrated vendor-screening
tool. We have screened all our vendors across a range of
material matters to identify any areas of concern. The tool
will be continuously used to assess our current and future
portfolio of vendors.
Supplier code of conduct
Our board has set the guiding business values and
the ethical climate in our code of business ethics and
conduct, which details what we expect from our
employees, stakeholders and potential investment
opportunities. Building on this code, our supplier code of
conduct outlines the principles and guidelines we expect
them to follow to remain trusted business partners. It asks
our vendors to live up to the highest standards on social
themes and take action to reduce their environmental
impact.
Supplier screening and engagement
Before we engage with a supplier, we screen the
organisation for its historical conduct on several elements
like financial conduct, and incidents related to human
rights and environmental management. Once this
screening proves satisfactory and all red flags are
addressed sufficiently, we onboard or continue working
with the supplier.
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People
SDG 8
SDG 9
Our people are the heart of our business – they underpin our success. We are dedicated to helping our people
develop their full potential by creating a diverse, inclusive and learning organisation.
Employee value proposition
Our employee value proposition
Our people seek meaningful jobs with line-of-sight to business outcomes
and the opportunity to learn and grow professionally. We enjoy working
in a purpose-driven environment, where we are recognised for a job well done
and are fairly paid in line with personal and company performance. We care
for and connect with our people, particularly in times of need.
Interesting work for our people
We are dedicated to helping our people be their best by enabling a culture
built on diversity, inclusion and learning.
Employee
wellness
Interesting
work
Opportunity to
learn and grow
Great
leadership
and culture
Competitive
pay and
benefits
We face the global shortage of digital talent every day. The best people have
many choices about how and where they work, and who they work for, so our
employee value proposition is critical to attract talent that ensures the continued
growth and success of our business. As such, we focus on:
›
Offering meaningful jobs with a sense of purpose in a company committed
to deploying technology to address big societal needs and to enriching the
communities in which it operates
›
Delivering career-enhancing professional development and ongoing
opportunities to network, learn and collaborate internally and externally
›
Recognising excellent work with fair and competitive rewards, enabling us
to compete for talent with global, regional and local consumer internet
companies
›
Putting positive, engaging and inclusive culture and leadership at the heart
of everything we do, in an environment where many different types of people
feel happy and are able to do their best work.
Opportunity to learn and grow
We make learning accessible everywhere, at any time. MyAcademy – our online
hub connecting our people to learning materials – is available on demand
to everyone in the group.
Our people development programmes focus on four key areas:
›
Reinforcing the leadership pipeline and accelerating the growth of top talent
›
Driving a performance culture
›
Supporting the ongoing development and growth of our businesses
by equipping our people with core consumer internet and digital media skills
›
Accelerating major transformation plans requiring large population upskilling
such as AI, diversity and inclusion, and sustainability.
We have curated the very best learning experiences from providers around the
world, including our own education partners. The flexibility of the MyAcademy
web-based technology allows rapid and efficient deployment across the group.
Limitless learning
We care deeply about providing equal learning opportunities to our people,
especially in geographies where access to learning is hampered by the lack
of local infrastructure and resources.
Monthly active learners
6 012
6 438
5 845
5 512
5 512
5 994
6 384
5 344
5 956
7 501
8 186
5 621
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
2024
2023
14 000
12 000
10 000
8 000
6 000
4 000
2 000
0
To illustrate the flexibility of our digital learning platform, we supported the
group focus on cybersecurity by launching programmes that equip people with
an understanding of associated threats.
We also explored learning formats that more closely resemble face-to-face
training sessions by expanding our live digital training offering. In 2023,
we organised four live ‘unplugged’ MyAcademy sessions, inviting external
speakers to talk about sustainability and inclusion. This new format allows us to
simultaneously connect hundreds of employees with recognised external experts
on some group priorities.
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People
Strengthening our capabilities on
topics critical for growth
Technology training is one of the most popular
development areas on MyAcademy. We also use the
platform to accelerate and strengthen our capabilities
on other topics critical to our growth – from leadership
and management skills to personal development and
cross-cultural training.
Our live education programmes focus on leadership,
management, business development, artificial intelligence
(AI) and machine learning (ML). These sessions bring
people together from across the group, enabling them
to learn from each other, share best practice and interact
with the best trainers and facilitators in their field. We will
continue to introduce our leaders to the latest innovations
so they can translate them into practical business
initiatives.
MyAcademy is also a critical element in our AI and
ML transformation plan. We use it to train people who
are not in engineering roles in AI and ML, through our
AI for everyone course. MyAcademy has enabled
127 technology colleagues to earn AI nanodegrees
and initiate a new career path in the field. In addition,
775 AI-related certifications have been earned. Our AI for
growth programme equips business leaders with the skills
and knowledge they need to build AI-centric businesses.
Headcount 2024
A total of 21 048 (FY23: 22 634) permanent employees
in some 80 countries and markets.
Great leadership and culture
Cultivating a strong groupwide culture
We are a diverse group of global companies with
consistent values for our people, regardless of where
we operate.
Building a diverse and inclusive workplace
Building a diverse and inclusive workplace is key to our
business growth and success strategy.
Given the scarcity of talent in the consumer internet
industry and our focus on growth markets, attracting and
retaining talented and qualified candidates is an ongoing
challenge. We are addressing this with talent sourcing
and acquisition strategies designed to attract a diverse
range of people who, in turn, represent the full diversity
of our customer base.
Our approach is based on three interdependent pillars:
›
Top leadership support:
Our leadership team
champions these initiatives. Diversity and inclusion
is a business strategic priority, and a measurable goal
for management teams.
›
Employee experience:
All the different experiences
individuals can have in their journey with our group.
›
Shared responsibility:
To ensure we create a truly
inclusive workplace, and have the right impact on
society, we all have a responsibility to encourage
diversity and inclusion.
Employee experience
Focusing on gender diversity
We face the same challenge as our consumer internet
competitors in attracting and retaining female talent,
especially for product and technology roles. Our
initiatives to address gender diversity specifically span
the employee journey at all levels of the organisation.
We track gender representation at every stage in
our recruitment process and use data to ensure our
recruitment pipeline is more balanced. We review our
job descriptions and communications with candidates
to ensure the language we use is inclusive and there
is a diverse interview panel.
From board to senior management and the general
employee population, there is an upward trend in hiring
women, as reflected in the last four additions to the
board. In addition, more women are being recruited into
management roles across the group.
To ensure the gender balance of our board members,
we are committed to a minimum of one-third of board
members who are female. In addition, we are committed
to achieve at least 40% female representation at a senior
management level by FY26.
Involving our employees
We assess our progress in building an inclusive
workplace by asking all our people for their feedback
in our annual engagement survey. Monitoring the results
enables us to understand if we are making the desired
positive impact, and results this year show great
progress. We also include the topic of building
an inclusive workplace in our leadership development
programmes to reinforce its importance.
We are committed to creating working environments that
are free from harassment of any kind. We have provided
training and education to all our employees on our zero-
tolerance approach to harassment, and guidance on how
to raise any concerns.
In our 2024 employee engagement survey, we
maintained our overall engagement score of 71%.
Employee sentiment was impacted by ongoing change
across our multiple locations. We remain committed
to improving employee engagement and will continue
to focus on that in the new financial year.
Demographics by headcount
Male
Female
Other
Total
56%
44%
<1%
100%
11 739
9 285
24
Headcount by region
Asia Pacific
Europe, Middle
East and Africa
Latin America
United Kingdom
North America
Total
11%
58%
30%
<1%
1%
2 337
12 115
6 242
77
277
21 048
100%
Headcount by segment
Classifieds
Corporate
Edtech
Etail
Food Delivery
Other
Payments and Fintech
Total
13%
1%
3%
38%
25%
3%
17%
100%
2 811
166
677
8 041
5 215
585
3 553
Employee gender composition
across all segments
Female
Male
Other
0
20
40
60
80
100
Etail
Food Delivery
Payments and
Fintech
Classifieds
Edtech
Group
functions
Naspers
Ventures
46.8%
47.0%
34.1%
43.8%
43.9%
50.6%
42.4%
53.2%
52.5%
65.9%
56.2%
56.0%
0.4%
0.1%
49.4%
57.6%
3 / 55
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
People
Diversity and inclusion are critical to our success and
we have expanded our diversity focus to move beyond
gender diversity and reached a global score of 79%
favourable responses to our question on diversity
in general. We achieved a score of 86% favourable
responses to our inclusion question, stated as: ‘I feel
respected at my company’. We see no significant
difference in results between genders for these questions.
We believe employee feedback is a good indicator
of our impact and progress towards greater diversity and
inclusion in the workplace. Employee sentiment was
impacted by workforce restructuring during the period.
We remain committed to improving employee
engagement and will continue to focus on that in the
new financial year.
Competitive pay and benefits
Fair pay
Equality and consistency are embedded in our pay
practices across the group as we build diverse and
inclusive workplaces. We operate in high-growth
economies where socioeconomic disparity can be large,
and societal fairness is very important to us. We ensure
our pay practices around the world are fair, competitive
and above minimum-wage standards.
Our commitment to pay for performance and alignment
with shareholder value creation drives all our reward
activities. It also supports the ownership mentality and
spirit of entrepreneurship in our teams around the world.
Our fair remuneration systems are:
›
Equitable:
Free from discrimination
›
Relevant:
Linked to personal and company
performance
›
Rational:
Easy to explain.
We strive to pay fairly and responsibly. As far as possible,
pay structure is consistent, regardless of seniority,
ensuring equality of pay across our businesses.
We are committed to ensuring that the companies
we invest in have fair pay and working conditions for
delivery partners, irrespective of the classification of their
engagement, which varies across the globe.
Our companies provide a range of benefits to drivers,
which varies by country, such as: health insurance/life
insurance benefits, access to driver education, and low-
cost access to safety equipment (such as helmets and
protective clothing).
Ensuring pay equality
We believe in equitable pay for performance – rewarding
people fairly for performance aligned to shareholder
outcomes. As such, reward is designed to incentivise
achieving strategic, operational and financial objectives
in the short and long term. In addition, we design our
reward system to attract and retain the best diverse talent
around the world, fairly and responsibly.
To ensure equality, we offer similar pay, bonus and long-
term incentives for similar jobs and performance levels,
make fair and consistent pay decisions and apply
objective and measurable pay differentiation. We do this
regardless of race, gender, sexual orientation, religion,
colour, nationality or disability. We ensure equality
at every step, from hiring to placement to progression.
Maintaining pay equality is embedded in our ways
of working:
›
We run regular pay-equality analyses, for example for
new hires, to identify any unintended or possibly biased
differentiation in pay
›
We perform calibration exercises across the group
as a standard process before we make reward
decisions so that we can proactively redirect if needed.
Employee wellbeing
We believe happy and engaged employees create
satisfying customer experiences. It is important
in a competitive global market that we give our people
a compelling reason to work for Prosus. We regularly
measure employee engagement across the group and
ask our people for feedback on their experience
of working at our group companies. Our businesses
actively encourage participation in our employee
engagement survey, address issues raised and share
best practices.
In our last engagement survey in May 2024, we achieved
a participation rate of 82% and maintained our
engagement score of 71%. Employee sentiment was
impacted by ongoing change across our multiple
locations and although these results are slightly lower
than what we aimed for (76%) but they are still in line
with external benchmarks, and we continue to focus
on positive employee engagement across the group.
Throughout this last survey, we noted a continued
increase in our leadership and learning and
development factors versus the last survey done in FY23.
The most significant increase is focused on the teams’
experience of leaders keeping them informed about what
is happening in the organisation, showing the direct
impact of our leadership communication strategy and
commitment in times of change.
Statistics
Engagement survey
participation rate of
82%
Engagement
score of
71%
3 / 56
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Artificial intelligence
As a global tech business, AI is essential for Prosus. We
ensure we develop and deploy it as quickly as possible
across the group to support business growth, innovate
and improve our competitive ability. And we seek to
always do this in the right way – by design, ethically
and responsibly.
Applying AI to improve everyday life
Across the group, we apply data science and AI in
numerous ways to add value for customers, partners and
the business as well as to fulfil our purpose. This includes
better product recommendations, fraud prevention,
content moderation, logistics optimisation and more.
We also use generative AI (GenAI) to develop new
products and concepts across our segments, such
as content enhancement for restaurants in Food Delivery
and personal tutors in Edtech.
Our guiding principles
Clear principles guide how we develop and deploy AI:
1
Deploy AI
everywhere it makes business sense
2
Develop AI-by-design
for innovation in products and services
3
Develop and deploy AI
ethically and responsibly
Embedding AI across the group
Spearheaded by the Prosus AI team, we have embedded
AI across the group. The central team works closely with
company AI teams on multiple initiatives, including:
›
Organisational changes to support the adoption of AI
and GenAI at scale
›
Talent and leadership development programmes
›
Actively engaging with the global research and
development (R&D) community
›
Adopting AI platforms in engineering and training large
language models
›
Developing deliberate data strategies
›
Investing in AI-first companies.
Across the group, AI is woven into the fabric of our
operations, how we innovate and keep improving. At the
scale we now operate across our core segments, AI is
essential for growth and sustained profitability.
In addition to maintaining many ML applications
in production, group companies continue improving
ML capabilities and models.
further developed customer-support
automation models, leading to over
US$20m
in cost reductions
annually.
PayU
Using data, AI and ML in the right way
Prosus is committed to using data, AI and ML in a responsible and ethical way. This objective is supported by our
defined governance model and responsible AI frameworks.
PayU’s global personal-data governance policy focuses on accountability and responsible use. Backed by
appropriate global training and awareness raising, we have created PayU’s privacy and security-by-design policy
and toolkit to embed robust privacy and security requirements across the business. The team also developed
a benchmarking and privacy control engine and worked closely with the Wibmo team to obtain the ISO 27001
and 27701 (privacy) certifications.
PayU accelerated the adoption of data and AI across its credit and payments businesses. This is core to running each
business, delivering growth targets and controlling risks:
›
In the credit business, PayU (much like other credit companies) relies on data and AI to assess consumers’ credit
risk before making a lending decision. This includes the permissible use of data provided by third parties, such
as credit bureaus, depending on the region
›
Data and AI are also crucial in other facets of PayU’s lending products and customer experience. Examples include
simplifying customer onboarding when applying for a loan; enhancing customer retention and reducing churn; and
determining the need for different lending products while increasing cross-sell of products
›
In the payments business, the rapid acceleration of digital payments due to Covid-19 has increased online fraud.
Data and AI are used to control fraud losses incurred by PayU and its customers (online merchants and banks).
We deployed LLM models to automate the process of ensuring website completeness and flag merchant websites
with content or activity that violated PayU’s policy
›
Improving merchant-level profitability was a focus in FY24. A lifetime value model was developed to identify
merchant segments with high margins and identify segments that were unprofitable. Acquisition strategy was
revamped to focus on profitable merchant segments.
Given the increased use of data and AI, PayU further improved data governance. Centralised data warehouses that
store, maintain and enable permissible use were created, adhering to data governance regulations and practices
(eg localisation). Data and AI governance will remain a priority in coming years.
3 / 57
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Artificial intelligence
Companies have also started to deploy GenAI across
a wide range of use cases.
›
iFood has deployed a GenAI-powered assistant
to further support the work of customer service teams.
The tools increase customer satisfaction (measured
as NPS) by 36% and cut ticket-resolution time
significantly
›
Brainly uses GenAI to tailor student responses to the
student’s needs, with measurable impact on conversion
›
OLX already uses automatic image detection for
moderation and is deploying GenAI to further improve
this, resulting in over 98% automation, fewer false
positives and a 15% cost reduction.
Across our sectors, companies are mature in their use
of AI. They are also testing extensively with GenAI and
increasingly deploy use cases where it makes immediate
business impact.
Innovating with AI and GenAI
We are increasingly focused on AI-by-design – using
our technologies and expertise to make operational
improvements and to change the way we do business.
This approach is all about future-proofing and innovating
– building AI into the earliest stages and making it core
to the process of exploring, designing, developing,
deploying and improving platforms, products and
services.
GenAI is a newer development, with the first wave
of usable models emerging in 2019. The very rapid
development in this field in 2023 has made it one
of the most vibrant technology areas globally.
In mid-2022, we decided to develop a personal
AI Assistant for our colleagues across the Prosus group,
and we accelerated deployment in 2023. The tool
is based on a series of GenAI models and designed for
experimentation and use-case discovery. We wanted
to offer everyone the opportunity of testing GenAI
firsthand, and to understand where it could make
a difference to their work and their business. Designed
with our privacy and safety criteria in mind, it is currently
available to about 13 000 colleagues.
We continuously engage with users to support them with
training sessions, and to understand use cases and
feedback. About 30% of the use cases are in software
engineering, across all spectrums of software
development and deployment. The second-most common
use case is writing and communication, which ranges
from translation to improving the flow of text
in a document. Overall, 70% of users report increased
productivity. They also indicate that they are more
independent thanks to the tool (less need to rely
on a colleague for a range of tasks).
Aside from productivity, the AI Assistant supports
discovery of use cases that have material impact for
the organisation. The pattern is one of discovery, stress
testing and refinement until they develop confidence
that a use case could work at scale. We have seen this
pattern many times and, for applications that have
already been on the market for some time, we see
measurable impact on business KPIs and performance.
Examples of products following this pattern are
summarised below:
›
Ginny:
A learning assistant (K–12) developed by
brainly.com
›
compr.ai:
Conversational grocery-ordering application
at iFood
›
The simulation:
RolePlay (part of learning sales skills),
developed by goodhabitz.com
›
overflow.ai:
Suite of products of Stackoverflow.com that
blends information discovery, code assistance and
GenAI.
Using AI responsibly
To operate predictably within known boundaries
of reliability, our models must be robust. They must
be unbiased, so that they do not discriminate, eg on the
basis of gender. They must be transparent, so that their
outputs, for example an AI-based credit decision, can
be clearly explained and understood.
Our framework proactively includes the social and ethical
dimensions of AI in the development process, based
on key principles:
›
Govern:
Anchor AI to core values, ethical guidelines
and regulatory constraints, for example by specifying
principles in developing fair and responsible AI
›
Design:
Design for privacy, security, transparency, bias,
robustness, for example engineering training on how
to make models more robust and explainable
›
Monitor:
Auditing for accountability, bias and
cybersecurity, such as adopting tools for bias check
as part of model-development practices, or introducing
feedback loops for GenAI tools
›
Train:
Prepare and equip our people to take full
advantage of AI and new workstyles. This includes
upskilling engineering teams on validating robustness
as part of the testing process, as well as end-user
training on how to best leverage AI tools.
One example of applying this framework is the reduction
of incorrect/improper responses in the AI Assistant,
a common issue in GenAI tools at this early stage
of development. For each user interaction, we introduced
a mechanism to collect feedback, which includes the
ability to capture so-called hallucinations – where the tool
‘makes things up’. At launch, the tool could only be used
under careful human oversight, given the frequency
of inaccurate responses. That level was reduced well
below 2% of interactions by mid-2023. There are several
reasons for this. While underlying models have improved
and reduced hallucinations at source, we also improved
the AI Assistant design based on this feedback loop.
Finally, through education, training and awareness
programmes, users better understand the technology,
and use the tool responsibly and with more control.
Operationalising ethical and
responsible AI
Our operational approach to ethical and responsible
AI is focused on adopting best practices across our data-
science community. By using the Prosus AI Assistant,
we have also identified guardrails and practices that
help our GenAI models produce more helpful, harmless
and honest responses. These guardrails are continuously
evolving and integrated in our technology stack.
We focus on raising awareness through demonstrations
and technical education to ensure these tools are
adopted and used effectively.
We continue associated training for our leaders and
technical teams, as summarised below:
›
Educating leadership on ethical and responsible AI
For over three years now, a rolling programme
is educating leadership across the group on ethical
and responsible AI. Throughout the programme, leaders
can see the potential of AI to implement their
company’s ambitions while developing fair, robust and
transparent AI.
›
Deep dives in GenAI for leaders
A new rolling programme offers deep dives on GenAI.
These map the evolution of the field, educate and
create awareness on the potential and limitations
of large language models. We offer deep dives to
senior staff of group companies regularly. This year,
we focused on trends shaping GenAI and
on developing GenAI applications.
›
Training engineers in AI
We offer highly specialised training on several
AI themes for engineers and product managers,
including model deployment, ML pipelines,
ML operations and natural language processing.
Programme statistics
>550
>13 000
data scientists now part
of the Prosus AI community
associates have the
Prosus AI Assistant
available
3 / 58
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Artificial intelligence
›
Training on GenAI
We have designed and delivered a range of training for large language
models and GenAI, with hands-on sessions for developing practical
experience. These include:
–
Learning sessions for senior leaders with hands-on workshops, offered
to all leaders of group companies
–
Engineering training on full-stack LLM development
–
Hackathons as a way to learn GenAI hands-on. Notable examples are the
large-scale hackathons at OLX, iFood and Glovo, which have produced
a range of concepts and application ideas that have graduated into
operational models
–
Functions training, for creating awareness on specific areas of use for
GenAI (legal, finance, product management support).
Providing guidelines, adopting and sharing
best practices
We follow internal privacy guidelines for our AI teams to ensure compliance
with the requirements of global data protection laws, including the EU’s General
Data Protection Regulation (GDPR). In addition, our AI ethics working group
meets several times per year to manage workstreams designed to advance
ethical and responsible AI across the group and help integrate ethics best
practices into projects. This group monitors emerging AI regulations in all the
jurisdictions where we operate to ensure that we remain abreast of emerging
developments and anticipate needs in our companies. Given the expected
requirements of the European Union’s Artificial Intelligence Act coming into force
in the near future, this work group has also begun promoting awareness on the
implications of the act for companies deploying AI products into Europe,
preparing the organisation for compliance.
We are actively contributing to corporate social reporting initiatives, such
as the mandates of new CSRD legislation. We are also participating in the
AIGP
1
certification programme – a training and certification that prepares and
validates the competence of professionals across the AI governance landscape.
The Prosus group is a foundational supporter of this certification, and around
50 individuals across several group companies are participating.
Advancing our AI knowledge and capabilities
In FY24, we continued to develop our community of data scientists across
the group. The Prosus AI community now includes over 550 data science and
AI engineers. This is a valuable platform for growing and sharing knowledge
and capabilities across the group.
We organised a series of technical and scientific workshops for this community,
to connect data scientists working on similar initiatives, share practices, tools
and lessons learned across businesses. In November 2023, we hosted the third
global Prosus AI marketplace for knowledge. This two-day event for the
AI community enabled us to identify and share areas of excellence and best
practice. The focus of this edition was on applying GenAI at scale.
For the first time, in November 2023, we also organised an online public
conference on large language models. This event included 60 speakers,
researchers and entrepreneurs leading the development of large language
models globally. It attracted 2 700 participants.
Investing in AI companies
We continue to monitor seed-stage AI companies pioneering AI-first innovations.
We closely collaborate with Prosus Ventures to analyse, review and assess the
global community of AI companies, leading to selected investments in AI-first
companies, such as Corti.ai or Martian.
We continue our collaboration with the Creative Destruction Lab, a global
network of universities that are accelerators for these early-stage companies.
This network gives us privileged visibility on emerging trends and ideas, which
guide our broad approach to AI for group companies.
1
Artificial Intelligence Governance Professional: credential offered by the International Association of Privacy Professionals
(IAPP), demonstrating that an individual can ensure safety and trust in developing and deploying ethical AI and ongoing
management of AI systems.
Looking forward
We will continue to develop and deploy AI to drive improvements
throughout the group. The opportunities are endless, not least because
of the improvement focus at the heart of AI and ML, and new options
offered by GenAI. As models are deployed more widely, as they
progressively learn and evolve, they tend to get better in their
understanding and decisions, with the critical proviso that they are
designed and developed ethically and responsibly for positive impact.
This remains our focus. AI is core to what we do and how we do it,
and we are determined to use it as widely and as well as possible –
making better and better use of AI, to improve everyday life for billions
of people around the world.
3 / 59
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Cyber-resilience
Risk
management
Asset
management
Identity
and access
management
Security
awareness
Security
development
Incident
and crisis
management
Backup
management
Threat
intelligent
Continuous
monitoring
Log
management
Cyber-
resilience
G
o
v
e
r
n
a
n
c
e
Our businesses generate most of their revenue through platforms. Our platforms
operate in the ecommerce sector and have the personal information of millions
of users. If a platform becomes unavailable, the business cannot generate
revenue. And, if a breach occurs, it will have a reputational impact to Prosus
and its portfolio. We could also be exposed to regulatory fines driven
by privacy and finance authorities.
We are committed to ensuring our businesses are sustainable and resilient,
so that they can continue operating long term and recover fast if disrupted. This
is vital for our customers, shareholders, and for the businesses themselves. For
the group, it is high on our list of material matters, particularly from a double-
materiality perspective (page 24).
Given the importance of cybersecurity to our businesses, we focus on two
key objectives:
›
To implement and maintain strong cybersecurity, so attacks are thwarted, and
any breach is quickly detected and addressed with the minimum impact
›
To enhance the resilience of our platforms and systems, so they are available
24/7, provide consistent levels of service and give businesses the scope
to scale and innovate as they like.
Defining platforms
Platforms are our consumer-facing products – without them, our
businesses cannot generate revenue. These platforms are often complex,
handle millions of transactions and grow rapidly with our businesses.
Platforms enable our businesses to operate in fiercely competitive
industries and markets, with changing regulatory requirements,
and adaptive attackers.
Defining business IT
Our businesses use technology to run their internal processes. This
technology is often not customer-facing and the primary users are our
employees. Output from these business IT systems is used for operational
and strategic decision-making, monitoring performance, managing risks
and preparing information for external stakeholders. We work with
internal departments to ensure these systems are secure and reliable.
We focus on five key areas to build and maintain sustainable and resilient
platforms and business IT:
› Availability
› Quality
› Innovation
› Security
› Safety.
We encourage all subsidiaries to assess and report on their risks across these
areas, so we have a clear, coherent view and in turn analyse, respond and
advise effectively. At group level, we now report against these areas as part
of our ongoing risk management.
Our cybersecurity policy
The board approves our group cybersecurity policy, which has four key parts:
good governance; good protection; good detection; and good response. This
is the backbone of our robust approach. In line with the governance framework,
we cascade the policy to underlying businesses, giving them ultimate
responsibility for ensuring they implement strong cybersecurity in line with their
own operations and challenges. For example, we expect each business to have
the right level of incident and crisis management to ensure a good response
to any security incident.
Supporting from the centre
Our central cybersecurity team provides expert help and support to the
operating businesses, including a range of services: risk-driven process reviews;
data-driven deep dives; security testing; resilience exercises; and managed
services.
As part of our risk and audit function, the team’s approach is to help develop
a competent, agile community of cyber- and risk professionals, based
on guiding principles:
›
Cyber is an enabler, not a blocker
›
Help manage risk, not spread fear, uncertainty and doubt
›
Every employee is a cyber-warrior.
Each month, the head of cyber hosts a round-table discussion with the security
heads of subsidiary companies. It is an opportunity to share updates at group
level and for business leads to discuss key initiatives and issues, such as the
nature of the latest cyberthreats or developments on the dark web.
Creating a strong cybercommunity
As a decentralised group, it is important that we cultivate a strong
cybercommunity. We have an online workspace for security professionals
to discuss trends and risks, and co-ordinate responses to incidents. Other
initiatives include organising (virtual) cyber-academies where the community
focuses on a specific security area and shares insights and best practice.
We also host regional cyberlabs, two-day events where security teams from
subsidiaries in the region discuss emerging risks and common response
strategies. In FY24, we held a cyberlab in South Africa, complemented
by a groupwide security awareness initiative, as well as a privacy and
security event for all corporate employees.
Assessing cyber-resilience
The cybersecurity team completed 44 advisory and assurance projects
in FY24 to ensure cybersecurity and technology risks are managed
by our businesses.
Our projects for group companies include hiring hackers to break in (ethical
hacks or red-teaming exercises), cloud assessments to improve cloud set-up and
solutions, and software development assessments to improve the quality, agility
and security of our platforms.
We also conduct formal internal audits – independent assessments
of a company’s security and resilience for assurance, such as audits
on ransomware resilience.
3 / 60
Group overview
Performance review
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Governance
Financial statements
Other information
Cyber-resilience
Governance and reporting
The cybersecurity team, through the head of internal audit, reports to the risk
and audit committees twice per year, sharing updates on key technology risk
categories. These reports include a comprehensive overview, with key risks,
challenges and major incidents. This is also where any major issues are
escalated. Formal audit reports are provided to the audit committee.
As part of the reporting process, the head of cybersecurity meets with the head
of internal audit and group CFO to discuss the most important cybersecurity and
technology issues, where to focus in months ahead and any notable incidents.
Risk dashboards enable the group to monitor how quickly and effectively
businesses are addressing and resolving risks identified by the central team.
This in turn forms part of the report provided to the risk and audit committees,
per sector and per business.
In addition, certain operating companies and part of corporate are certified
under ISO 27001. This is particularly valuable for our fintech businesses, such
as PayU, and those offering products to the market, such as Stack Overflow.
Focusing on critical issues
Throughout the year, the team helped the business focus on key issues:
›
Regulation:
As online trade increases, more and more jurisdictions
are developing regulations on cybersecurity. For example, the US Securities
and Exchange Commission or SEC now requires public companies to disclose
cyberbreaches and similar developments are underway in the EU. All
developments are being closely monitored.
›
Secure remote working:
Ensuring people can work remotely remains
a priority. As such, end-point security is a key part of the cyber-resilience
agenda, and we work with businesses to check that this is in place
and robust.
›
Ransomware prevention and response preparation:
We continued
to refine our resilience to this growing threat, verified by internal audits.
Key performance indicators
At group level, we focus on a single key performance indicator (KPI), namely
the number of material breaches.
Our subsidiaries must notify us about numerous categories of notable incidents
(cyber-attack or other operational failures of platforms). We report these
to our risk committee when they are material, in particular noting the nature
of incidents, risk of financial losses, and whether notifications to regulators
or investigative bodies have been made. We recommend corrective actions
where appropriate. Similar to FY23, we had no breaches of subsidiaries that
had a material operational or financial impact above US$10m in FY24.
Metrics
Naspers
corporate
Prosus
corporate
From
subsidiaries
Number of material information
security or other cybersecurity
breaches (above US$10m impact)
0
0
0
Number of customers and
employees affected by any of the
above breaches
n/a
n/a
n/a
Material fines/penalties paid for
above breaches
n/a
n/a
n/a
Programme statistics
Cybersecurity team undertakes around
44
advisory and assurance
projects each year
We executed
five
red-team exercises in FY24
We did
four
pentests in FY24
Looking forward
We expect the cyberthreat landscape to continue evolving. As the
socioeconomic environment remains volatile, the possibility of more
state-sponsored attacks, where companies might end up as collateral,
is a risk across the business world.
Equally, as AI evolves, we also expect to see more use of AI in cyber-
attacks but, at the same time, we look at how to leverage AI in our
defence. As the businesses increasingly use AI in their platforms,
we will also focus on ensuring that the deployment and operations
of these systems are safe and secure.
We will continue investing in the cybercommunity and create
opportunities for subsidiaries to collaborate.
3 / 61
Group overview
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Other information
Data privacy
Our commitment
We recognise that privacy is an important value and
an essential element of public trust. At Prosus, we strive
to be a trusted company and, as a responsible investor,
we expect each of our businesses to adhere to our group
policy on data privacy governance.
Data privacy has been clearly identified as a material
domain for our group, particularly from a double-
materiality perspective (page 24).
Data privacy principles at Prosus
1 Notice
We offer appropriate notice about our data privacy practices.
2 Individual control
We honour data subjects’ choices about their personal data within the
bounds of technical feasibility and reasonability.
3 Respect for context
We recognise that data subjects’ expectations about fair and ethical use
of their personal data are informed by the context in which their data was
first collected.
4 Limited sharing
We limit unnecessary personal data sharing with third parties.
5 Retention
We retain personal data only for as long as we need it.
6 Security
We ensure appropriate security.
7 Governments
We engage with governments responsibly.
Groupwide policy
Our policy on data privacy governance sets out
responsibilities, principles and our programmatic
approach to ensuring data privacy is implemented
in each group company. It is designed to define and
document how data privacy is managed; promote best
practice; accommodate the different business models,
resources, culture and legal requirements across the
group; and support trust in our businesses’ products and
services. Each year, the Prosus board reviews and
reaffirms this policy (
www.prosus.com/privacy
).
Clear accountability
We assign clear accountability to individual businesses,
making them directly responsible for managing their data
privacy. This responsibility rests ultimately with the CEO
of each business – they lead in implementing the group’s
policy and are directly accountable for data-protection
programmes and privacy standards in their organisations.
This approach to data privacy aligns with our model
of decentralised governance and broader belief
in encouraging great leaders and businesses to excel.
We strive to foster a culture of data privacy and look
to businesses to ensure privacy by design – where
privacy becomes part of the fabric of day-to-day work
rather than an add-on.
The key inputs for ensuring robust data privacy across
the group are summarised below:
Data privacy principles
Widely recognised internationally and benchmarked
to fair information privacy principles, our seven data
privacy principles are guidelines for the responsible
use of data. Critically, they are both universal and
applicable to the different businesses in the group –
from established global companies to start-ups
in jurisdictions that may not yet have data privacy laws.
Key elements of a data privacy
programme
Our group policy on data privacy governance sets out
seven key elements of a data privacy programme to help
businesses put the principles into practice. This also
ensures our core data privacy commitment and approach
are followed in ways that really work for our businesses,
which in turn benefits each company and the group.
Using this programmatic approach, businesses comply
with applicable data protection laws, such as the General
Data Protection Regulation (GDPR) in Europe, Lei Geral
de Proteção de Dados Pessoais (general personal data
protection law - LGPD) in Brazil, and Protection of
Personal Information Act (POPIA) in South Africa.
Additionally, it lays the groundwork for strong technical
competencies to comply with anticipated requirements
of new digital laws, such as the Digital Personal Data
Protection Act (DPDPA) in India.
Support and monitoring
The group’s data privacy office supports and monitors the
businesses. It provides guidance on implementing the
data privacy programme; rolls out training programmes
that develop future privacy leaders; and provides advice
on any data privacy implications of mergers and
acquisitions. In turn, each quarter, companies report
to the group privacy office on progress in developing
their privacy programmes as well as on incidents and
interactions with government authorities, customers and
their partners. In addition, our bespoke Prosus privacy
maturity model allows each company to monitor the
maturity of their privacy programmes across 17 domains,
focus on key areas for improvements, and report results
consistently.
This data privacy office is part of a broader digital and
regulatory team to ensure alignment with emerging
digital regulation, particularly in the sphere of AI, data
governance, online practices and cyber.
Our intra-group data transfer agreement is designed
to streamline how our companies navigate the
complexities and risks involved in international data
transfers among affiliated companies, to ensure they
comply with the latest regulations in this area.
Advocacy on privacy and related
digital legislation
We monitor developments in data protection, data
strategy, AI regulation, AI ethics and other key issues
relevant to digital platforms. We ensure our companies
stay abreast of discussions affecting the use of data
in their businesses. This includes advocacy and thought-
leadership work, often by the companies themselves,
in support of relevant legislation in diverse jurisdictions.
Governance and reporting
The board has direct oversight of data privacy, including
subsidiaries. Our associates and minority investees may
also choose to benefit from elements of our data privacy
programme.
Twice a year, the group data privacy office submits
a detailed report to the risk and audit committees.
It aggregates the group risk assessment along with
recommendations for focus areas in the sectors, based
on the Prosus privacy maturity model. In addition, our
interim chief executive directly reviewed the data privacy
programme outputs this year.
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Key elements of our privacy programme
1 Executive buy-in
Senior management should emphasise the importance of data privacy and its relationship to trust, brand,
growth, risk and compliance to their teams. The CEO should designate a data-protection lead or team
responsible for data protection.
2 Know your data
The business should know what personal data it holds and the purposes for which it processes that data.
3 Policy-setting
Certain policy documents should be adopted to support implementation of privacy principles
at a minimum:
›
Consumer privacy policy
›
HR privacy policy
›
Security policy
›
Data breach/incident response plan.
4 Training employees
Privacy training that informs employees about company policies, principles, and how their roles are
impacted by data privacy requirements, should be part of onboarding and/or annual training.
5 Vendor and third-party management
Where personal data sharing is permitted, third parties should be appropriately scrutinised.
We require confidentiality and/or data-processing agreements to ensure an adequate level of protection
for any data shared. We audit vendors on risk-based criteria.
6 Legal compliance
Legal advisers should support the business by helping to ensure that applicable laws and their specific
requirements are met.
7 Reporting
Each business should be able to demonstrate compliance with the principles, data privacy programme
elements, and applicable data protection laws.
Three KPIs
To monitor the data privacy outputs that flow from our companies in line with
inputs we provide as a group, we have set three KPIs – specifically on privacy
workforce and investing in expertise; auditing; and maturity measurement,
as discussed below.
Investing in expertise
Our companies must appoint their own privacy leads. We track the level of
investment in data protection officers, deputies, regional privacy leads, privacy
managers and other experts. The growth of this privacy network drives the
strength of privacy programmes in our subsidiaries. This, in turn, enables our
businesses to address increased requirements from digital regulation and
emerging data protection legislation. In our subsidiaries, we have a diverse
team of 31
LA
data privacy roles in 10 jurisdictions across the globe.
We also invest in data privacy skills by enabling our experts to acquire
globally recognised privacy certifications offered by the International
Association of Privacy Professionals (IAPP), as part of our group membership
(61
LA
certifications across the group).
We invest in automation by maintaining a group-level licence for industry-
leading privacy management software that allows companies to automate
many of the privacy reviews undertaken across the group. We also offer
multiple privacy training opportunities and forums for engagement.
In MyAcademy, we host over 30 modules of diversified privacy training
content in different languages in a dedicated privacy training hub.
Prosus is a foundational supporter of the new AI governance
professional certification:
In September 2023, Prosus contributed to the
launch of a unique certification in the emerging domain of AI governance,
developed by the IAPP. A diverse cohort of over 40 professionals across
our group are preparing to obtain this certification with dedicated support
from the Prosus privacy office and Prosus AI team. This initiative reflects
one dimension of our comprehensive approach to upskilling workforce
in anticipation of growing AI regulation.
Auditing companies
Our companies must periodically be audited for data-related matters. Routinely,
internal audits focus on aspects of data governance as part of our overall risk
management. Guided by the privacy team, our internal audit team performs
various types of privacy controls, verifications and audits on subsidiaries. These
audits are a valuable way to provide both assurance and guidance
to subsidiaries.
During the year, we conducted 28
LA
internal audits with data governance
components, assessing issues specific to privacy, software development life cycle,
security, data management and broader risk management.
Assessment of maturity and goal setting – Prosus privacy
maturity model
Following an established cadence, all our subsidiaries completed a subsequent
cycle of assessment across 17 data privacy domains set out in a bespoke and
automated Prosus privacy maturity model. Each company selects at least two
specific goals to improve maturity over the next fiscal year, based on what
is most pertinent to its business model, size, culture and jurisdiction.
All subsidiaries reported to the group privacy office on levels of maturity across
these domains and progress on selected focus areas.
After a reassessment process, new baselines are set for the coming year and
the board is briefed on results for the period.
In this reporting period, some of our companies have made structural changes
after divestments and changes in workforce levels. This affected their ability
to achieve marked improvements in maturity across domains tooled to their
prior organisational structures. Nevertheless, many of our companies have
matured their target domains and/or maintain advanced maturity
of some domains.
Focus on India:
With the adoption of the new Digital Personal Data
Protection Act (DPDPA), India joins the ranks of countries with
comprehensive privacy regulation. We will assist our companies and
investees in the process of implementing DPDPA with tailored initiatives
to build skills; advocacy work and contributing to industry negotiations;
and leveraging best practices from other jurisdictions in which we operate.
Data privacy
Looking forward
Data privacy management remains a key focus area for the group,
due to increased enforcement, new regulations and security risks.
The Prosus privacy office works closely with the Prosus AI team and
the Prosus cyber-team to ensure we build and deploy AI in an ethical,
responsible and compliant way, aligned with the Prosus approach
to AI ethics.
We will also continue our work on AI governance and upskilling
workforces to address new operational requirements, in particular
stemming from the EU AI Act.
We will continue to deploy and strengthen the Prosus maturity model.
This is a valuable tool that helps our subsidiaries focus their resources
on material privacy governance domains that impact key stakeholders,
particularly consumers and employees. It also enables more
streamlined risk assessment, monitoring and reporting, and supports
preparedness for potential IPOs.
While challenges remain, we are committed to a strong groupwide
data privacy programme that ultimately benefits the billions of users
of our companies’ services and improves their everyday lives.
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Creating long-term value
The board ensures a culture of sound business ethics and
conduct, aimed at long-term value creation. This includes
adopting values and a code of business ethics and
conduct (the code), leading by example and monitoring
implementation.
Sharing a strong culture
Our group values guide our culture:
›
We build
›
We deliver
›
We’re responsible
›
We value each other.
Together, these values and the code are the guiding
principles for our actions as an organisation.
Our commitment
We are committed to conducting business in compliance
with the law and behaving ethically.
By failing to comply with laws and regulations, or the
codes and standards we have adopted, the group could
be exposed to legal liability. This would also affect our
impact, reputation, business, financial condition and the
communities in which we operate. We strive to apply laws
and rules, codes and standards with integrity and regard
for ethical business practices in a way that supports good
corporate citizenship.
Honesty and integrity are the foundations of our reputation
and trust of our stakeholders: it is crucial for us to guard
that reputation and preserve that trust.
Roles and responsibilities
›
The board sets the tone, guiding business values and
promoting the culture of sound ethics and compliance.
The board’s risk, audit, human resources and
remuneration, and sustainability committees exercise
oversight of ethics and compliance and the
management of related risks across the group.
›
The board has approved all our ethics and compliance
policies, including the code and speak up policy. The
code sets out what we, as a group, expect from all
employees and stakeholders. The speak up policy
encourages and provides channels for individuals
to report actual, or potential, breaches of the code,
other group policies or laws and regulations.
›
Senior management is responsible for creating
a culture of long-term value creation and ensuring
ethical business standards are integrated into strategies
and operations.
›
The group-level ethics and compliance team is responsible
for monitoring and supporting ethics and compliance risk
management in our subsidiary businesses, specifically
relating to the code, anti-bribery and anti-corruption,
competition/antitrust, sanctions and export controls,
as well as anti-money-laundering and counter-terrorism
financing. The team reports at least biannually to the joint
audit and risk committees of the board, which has ultimate
responsibility for business culture, ethics and integrity.
The group-level team is also responsible for designing
and overseeing the speak up programme across the
group, including the group policy, monitoring use
of speak up services and ensuring reports are dealt with
appropriately. More serious cases are escalated to
an internal committee with representatives from ethics
and compliance, risk and audit, and legal who oversee
the case.
Our approach
The group has developed and communicated an ethics
and compliance framework of minimum standards
required for subsidiary businesses. Subsidiaries must
implement a programme that meets these standards
as a minimum, is fit-for-purpose and is tailored to ethics
and compliance risks specific to their business.
To ensure proper design and implementation of these
programmes at subsidiary level, ethics and compliance
officers across the group oversee ethics and compliance
in their business. At year-end, there were 72 ethics and
compliance officers across the group (including
dedicated staff and those with combined roles).
Ethics and compliance officers at subsidiary level report
to the group-level team on the design and implementation
of their programmes. The group-level team monitors
related developments through the reporting process
and regular contact with the subsidiaries.
Speaking up
As part of our ethics and compliance culture, we encourage
employees and third parties to speak up if they have
concerns. Concerns can be raised locally via line managers
or business contacts, human resources and ethics and
compliance officers. Formal speak up reports can be made
via dedicated speak up services available online, via
telephone or by email, 24/7 in multiple languages or via
ethics and compliance officers. Speak up services allow for
confidential and, if legally permitted, anonymous reporting.
Retaliation for speaking up is not tolerated and treated
as a violation of our code.
The code and speak up policy are available on our website.
Progress in FY24
In FY24, we focused on three priorities:
›
Measurement and accountability:
We conducted
an ethics and compliance maturity assessment for
each core business. This covered all key domains
(anti-bribery and anti-corruption, anti-money-laundering,
competition law compliance, sanctions and export
controls, and speak up) as well as overall governance.
This assessment helps benchmark our programmes
internally and identify gaps between reality and
ambition. The insights complement individual businesses’
risk assessments and are used to set priorities and
initiatives for the year ahead.
›
Capacity building:
We invested in building the
capacity of ethics and compliance officers across the
group. In September 2023, we held our first ethics and
compliance summit, bringing together officers from
across the group (as well as other internal stakeholders,
such as legal and risk and audit) to explore current
ethics and compliance topics and best practices,
as well as exchange ideas and experiences. This
is complemented by a group peer network with
regular touchpoints.
›
Policies:
We updated two core policies: competition
law compliance and speak up. The speak up policy
was updated to ensure compatibility with evolving
whistleblower regulations in Europe. Both policies have
been further tailored to the group, with more detailed
minimum standards for our subsidiaries.
Implementation of the EU Whistleblower Directive and
CSRD is still evolving, including on best practices. This
requires ongoing monitoring and flexibility to adapt
to changing standards. Culture across a large and
decentralised organisation such as ours also requires
a thoughtful approach. Our standards, ensuring group-
level visibility and oversight, are balanced with
empowering local management and allowing each
business to develop in a way that fits its maturity and
local circumstances within our governance framework.
In FY24, 369 speak up cases were logged across the
group (including whistleblowing cases). Of these:
› 163
LA
were substantiated (fully or partially) and
remediated, as required
› 161
LA
were not substantiated
› 45
LA
were still under investigation.
Our subsidiaries continued to make good progress
in implementing and continuously improving the ethics
and compliance framework in their businesses.
Business culture, ethics and integrity
Programme statistics
72
ethics and compliance officers across the group
96%
LA
of corporate employees completed our
ethics and compliance e-learning
369
speak up cases logged across the group
Looking forward
We continue to develop our ethics and
compliance strategy to incorporate observations
from our monitoring activities, emerging risks,
regulatory changes and best practices.
We recognise the importance of ensuring that
a strong ethics and compliance base
is embedded in our subsidiaries, while allowing
for growth and change.
In the coming year, we expect further
developments in implementing whistleblower
legislation (especially in Europe) along with
disclosure regulations such as CSRD. In FY25,
we will focus on reviewing and updating our
remaining core policies, including the code, and
continuing our investment in knowledge-sharing
and building best practice across our
businesses.
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Human rights give us the freedom to choose how we live,
how we express ourselves, and the freedom of political
affiliation. They are fundamental to our ability to meet
our basic needs, such as food, housing and education.
Conflict, poverty, climate change, inadequate access
to education and inequitable access to resources are,
among the underlying issues contributing to a world
where human rights remain challenged in both mature
and emerging economies. The global scale of the issue
has been highlighted by growing discussion on systemic
racism and violence following the rise of the Black Lives
Matter movement. In turn, public dialogue has increased
on broader topics of diversity, equity and inclusion.
Our commitment
As an employer, investor and operator, our actions
touch the lives of billions of people around the world.
By setting appropriate standards at group level, we can
create far-reaching positive impact. Accordingly, our
approach to human rights begins with our own
operations and extends through our value chain.
We operate in diverse geographies, each with its own
historical legacies, social demographic configurations
and populations. As a signatory to the UN Global
Compact, our approach to human rights sets out
standards and principles that can be applied to the
specific issues and challenges relevant to the business
models and operating contexts of our companies.
Human rights in our operations
Our approach to human rights begins with the area
where we have the most influence: our own operations.
As an employer, we respect the fundamental dignity
of our workforce and are committed to providing
a respectful, safe and secure workplace free from any
form of human rights abuse. This commitment extends
to the board and everyone who works in the group.
Our human rights statement is available on our website
and communicated to internal and external stakeholders.
It describes our approach to remuneration, dignity
at work, privacy and employee confidentiality, forced
labour, and health and safety, among others. It also
details the reporting and governance framework
to uphold these standards. The human rights statement
is overseen by the board, with the assistance of the
sustainability committee and the human resources and
remuneration committee. Following publication of the
group human rights statement, 100% of subsidiaries have
now adopted and/or published their own human rights
statement.
Companies we invest in
During our capital-allocation and investment process,
we incorporate ESG criteria, including human rights, into
our decision-making. ESG screening is built into our pre-
investment due diligence process and we vet all new
investments for potential human rights violations.
Once onboarded into our portfolio, we manage for
performance and expect our subsidiaries to apply high
standards on ESG. Since 2021, all subsidiaries have
adopted our human rights statement and are required
to uphold this standard, along with applicable laws and
regulations. We track this performance as part of our
third-party ESG performance assessment, which maps
how each company addresses ESG topics, including
human rights. We are committed to complying with
applicable laws and to respecting internationally
recognised human rights, wherever we operate. Guided
by the UN Global Compact, in the rare situation that
national law conflicts with international standards,
we expect compliance with national law as the bare
minimum and seek ways to engage with the company
to promote principles of internationally recognised
human rights.
We invest in diverse business sectors, each with its own
human capital value chain. As part of the pre-investment
process, our investment teams include ‘potential human
rights violations’ in their broader due diligence of the
non-financial qualifiers for a company. The payments and
fintech as well as edtech companies have a relatively
small group of employees who are mostly highly skilled
technology or finance specialists. Other sectors such
as etail and food delivery have a more extended
footprint of on-demand platform workers in their value
chain. As a result, each company’s approach to human
rights is influenced by its operating context and business
model, while maintaining the underlying principles. For
example, food-delivery businesses work with a large
pool of drivers who are, in many cases, also external
contractors. In this case, we have introduced a groupwide
on-demand platform worker statement for subsidiaries,
which outlines principles on pay, social protection, fair
working conditions and flexibility.
Human rights in our supply chain
We recognise our opportunity to influence our supply-
chain partners through our supplier and purchase
decisions. As such, we require a commitment to minimum
human rights standards that are compatible with our own
from companies seeking to qualify as Prosus suppliers.
For the past three years, we have used a third-party
supplier assessment tool. This provides a broad view
of our supply-chain risk across four risk areas identified
by the UN Global Compact, including human rights. This
screening system helps identify individual risks and allows
us to continuously assess and improve the profile of our
vendor ecosystem.
On-demand platform workers
Prosus has invested over US$6bn in food-on-demand
platforms around the globe and, therefore, partners
indirectly with millions of food-on-demand platform
workers. We are deeply committed to investing
in platforms that lead the evolution of the on-demand
platform sector, and empower and improve the lives
of the millions of people who make this sector possible.
We believe all on-demand platform workers should
benefit from the following protections:
›
Pay:
No less than legal minimum wage
›
Social protection:
Access to non-wage benefit
programmes including, at a minimum, life, disability
and sick pay
›
Fair working conditions:
Grievance mechanisms
and health and safety standards in line with local
regulations
›
Flexibility:
Choose when and where they work.
We engage with our majority-owned companies to
ensure Prosus best practices are reflected in their
operations. With our minority investments, we encourage
them to adopt our policies and share our philosophies
with the company through board memberships. For more
information, refer to our on-demand platform workers
statement on our website.
iFood
Future of work
Working conditions and the safety of on-demand
workers is one of the most material topics for iFood.
In FY24, it implemented an integrated strategy
oriented towards social impact, focusing on five
main pillars: earnings, social protection, safety,
valorisation and respect, and education:
›
iFood increased the minimum wage per ride
on its own initiative, in addition to actively
participating in the Brazilian government’s
initiative to build a national regulation for on-
demand workers that addresses social protection
needs.
›
Also, iFood launched a Vision Zero initiative,
focused on identifying the prevalence of accidents
and incidents, as well as the biggest offenders
for accidents, and testing the main levers
to reduce serious cases.
›
iFood also created a legal and psychological
support initiative for all drivers who have been
through any discrimination and harassment during
their work execution.
Human rights
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Social inclusion
As a member of society, we support the development of local communities where we operate. The objective is to address
social inequalities and inequitable access to resources and opportunities, by leveraging our core strengths to promote digital
and financial inclusion towards a longer-term mission of inclusive development. We do this through a three-pillar social
impact framework.
›
Local impact in partnership with portfolio companies
Our portfolio companies operating in diverse social contexts are best placed to understand and address the broader
needs of their ecosystem. By partnering with them, we support initiatives with a direct and positive impact on local
communities. We specifically focus on projects that align with our strategic priority of being a force for good by leveraging
technology.
iFood Acredita
We have partnered with iFood on its initiative to support black-owned restaurants wanting to be part of formal food-
delivery platforms. Black-owned restaurants, in general, face additional challenges that include:
›
Lower educational levels and management skills on how to operate a restaurant, make it visible and create
an attractive menu
›
Less access to computing devices and internet that allow for adequate management of the restaurant
on a platform
›
Less working capital for investment in the restaurant’s infrastructure and a presence in towns that are home
to historically vulnerable communities.
Our target audience are black food entrepreneurs in Brazil:
›
Those already on the iFood platform but with low or insufficient performance
›
Those not yet on iFood and need some support to join and stand out.
The project will focus on addressing learning and technical barriers limiting black-owned restaurants from
impoverished regions of the country to be able to provide their services via online platforms. We intend to support
700+ black-owned restaurants with access to food-delivery platforms.
›
Ecosystem solutions through strategic partnerships at systems level
We believe in the power of collaboration and strategic partnerships to address systemic challenges. We support initiatives
that aim to create or improve systems-level solutions.
Green Startup Pledge
We are building a partnership with ACT Capital Foundation to support the Green Startup Pledge – the world’s
first climate pledge designed exclusively for start-ups with the aim to address unique challenges faced in their
sustainability efforts. The programme offers start-ups subsidised access to a platform (StepChange) to manage
and report ESG information in line with globally recognised frameworks.
The programme aims to onboard +10 leading start-ups/pre-IPO companies to StepChange’s enterprise sustainability
management platform. This will include parts of Prosus’ own portfolio companies, enabling them to start their
sustainability journeys.
Recognising the importance of start-ups as both the future of the business community and a major growth engine,
the project aims to demonstrate a compelling case for developing the reporting muscle of start-ups early in their
growth.
›
Humanitarian relief
We are committed to providing support in times of crisis and to organisations that work to alleviate human suffering. This
is specific to communities where we have a presence and may have employees, customers or business partners who are
impacted.
Prosus and Refugee Company
Refugee Company is a non-profit organisation based in the Netherlands that aims to support refugees and asylum
seekers in the Netherlands towards social integration and economic independence. It executes its mission by offering
learn-work programmes in the catering industry that last between six months and three years to people with refugee
backgrounds. Participants are also offered excursions, company visits, language classes and support with job
applications. Prosus committed €150 000 over three years to support Refugee Company on this mission. Refugee
Company opened its restaurant Beautiful Mess in a new location in April 2024 with support from a range of corporate
and philanthropy organisations.
Social impact at portfolio companies
iFood
iFood is a Brazilian technology company that connects an ecosystem of over 40 million customers with
330 000 businesses and more than 250 000 on-demand workers through its platform per month. To put this into
perspective, in 2022, 873 000 jobs were generated directly and indirectly by iFood activities, which represents 0.87%
of the employed population in Brazil in that year and 0.53% of national GDP, illustrating the size, importance and
potential of the ESG impact through its business (data source: FIPE Research 2022). iFood remains steadfast in its
vision to be a sustainable delivery company, driven by its future of work and education on its social impact approach.
iFood Education
A notable endeavour is the My High School Diploma programme, with participation from over 14 000 on-demand
workers who are now subscribed to ENCCEJA – an official test in Brazil designed for adults who left school before
completion. In FY24, 5 264 on-demand workers have been approved on the test and graduated from high school. This
means an increase of more than 500% on the number of drivers approved on the programme compared to its first
edition in the previous year. In the last national test round, participating on-demand workers represented 2.3% of all
attendees in Brazil, impacting relevant educational statistics at country levels. In addition, the iFood Decola platform for
the ongoing education of delivery drivers and restaurant partners has grown substantially to 210 000 partners in FY24.
Both educational programmes are essential for growth in the restaurant ecosystem and an important lever for iFood
Believes, a programme focused on increasing racial equity in the ecosystem, accelerating results of restaurants owned
by black entrepreneurs by offering incentives, subsidies, visibility and educational solutions based on their needs so that
they can prosper in their businesses. iFood extends its influence beyond the immediate ecosystem by offering training
and employability programmes for society at large, aiming to create a structural impact. A flagship initiative in this
broader spectrum is the Maratona Tech programme, a technology competition in public schools. This year, the
programme impacted over 900 000 students across all states in Brazil, spanning more than 1 000 cities and
1 000 schools. Additionally, the Potência Tech platform, dedicated to providing technology training and employment
opportunities for low-income individuals, has successfully trained 12 000 people, with more than 5 000 individuals
gaining employment since the beginning of the project in 2021.
While iFood has set ambitious goals, it recognises the need for collaborative efforts. As such, it spearheaded the
Tech Movement – a coalition comprising 36 organisations – in 2023. Together, they pool resources and investments
in projects aimed at catapulting Brazil into a formidable technological landscape. This collaborative approach
underlines iFood’s belief in the power of collective action to realise transformative societal change.
3 / 66
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Taxonomy disclosure
Following the ambitious climate goals
set by the EU, including a 55% reduction
in GHG emissions by 2030 and
to become an entirely climate-neutral
continent by 2050, it released
a sustainable finance plan in 2018,
with the aim of bringing together
economic and environmental policies
and encouraging green investment.
But for this to be a success, they first needed to establish
clearer definitions of what ‘green’ consisted of. This led
to the EU taxonomy, first published in June 2020. The
EU taxonomy gives companies a classification
framework to determine whether an economic activity
is environmentally sustainable, requiring reporting
on eligibility and alignment against six environmental
objectives. It offers investors and other financial
stakeholders a method to direct capital to
environmentally sustainable activities and business
models.
We recognise that the taxonomy is well tailored for
companies with extensive physical assets and carbon-
intense operations. The EU taxonomy provides the
reporting framework on the financial implications
of actions to reduce their environmental impact and
green their operations, including revenues derived from
offering green products. As an asset-light global
technology group of diverse companies, with subsidiaries
that include online platforms in the Payments and Fintech,
Classifieds and Edtech segments, the applicability of
the taxonomy is limited. For example, GoodHabitz’
operations involve creating and offering online learning
that lends to a very limited environmental footprint as it
does not own fixed assets and therefore limited
opportunity for decarbonisation. Even for our businesses
where there is a physical aspect to their operations, such
as iFood which is a food-ordering platform, the most
material carbon-intense activity is in actual delivery
is operationalised through third-party providers. Again
there is limited opportunity to decarbonise
own operations.
Alignment with double materiality
Based on our assessment, we conclude that the activities
within the group match only three out of the six objectives
described by the EU taxonomy. We therefore report
on eligibility, and alignment, where possible, on these
three:
1
Climate change mitigation
2
Climate change adaptation
3
Transition to a circular economy (circular economy).
This assessment is consistent with the conclusions from
our double-materiality assessment (see page 24) where
no material risks, opportunities or impacts were identified
in our operations under the equivalent CSRD topics
of water, biodiversity and waste.
All Prosus’ subsidiaries (where we have a controlling
stake) are included in the assessment and reporting
of the EU taxonomy. Below is an overview of group
turnover, capital expenditure (capex) and operating
expenditure (opex) associated with economic activities
in the taxonomy for FY24.
Eligible economic activities
We have interpreted the description of the taxonomy
activities under three environmental objectives, climate
change mitigation and adaptation and circular economy,
and identified 11 eligible activities in our group.
Climate change mitigation
Activity
Code
Description of group companies’ activities
Electricity generation using solar
photovoltaic technology
4.1
Group companies that purchase, install and maintain solar panels
on operational assets such as offices, distribution centres, etc.
Collection and transport of non-
hazardous waste in fractions
separated at the source
5.5
eMAG’s activities related to transport of waste materials and returned
goods.
Infrastructure enabling road
transport and public transport
6.15
eMAG’s activities related to building a road to its warehouse.
Transport by motorbikes,
passenger cars and light
commercial vehicles
6.5
iFood and eMAG’s activities related to the delivery of food, groceries
and/or parcels, as well as group companies’ payments in relation
to cars for employees.
Freight transport services by road
6.6
eMAG’s activities related to the (first-mile) delivery of parcels.
Construction of new buildings
7.1
eMAG’s activities related to construction of owned buildings such
as distribution centres.
Installation, maintenance and
repair of energy-efficiency
equipment
7.3
Group companies’ activities related to the installation and
maintenance of energy-efficiency equipment used in offices,
distribution centres, or other real estate assets.
Installation, maintenance and
repair of renewable-energy
technologies
7.6
eMAG’s activities related to maintenance of its renewable-energy
assets and technology related to its last-mile deliveries.
Climate change adaptation
Activity
Code
Description of group companies’ activities
Education
11.1
GoodHabitz’ activities around offering online education, training and
courses to its clients and iFood and eMAG’s activities around training
business partners.
3 / 67
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Taxonomy disclosure
Circular economy
Activity
Code
Description of group companies’ activities
Repair, reconditioning and
remanufacturing
5.1
eMAG’s activities around repair, refurbishment and remanufacturing
of consumer electronics and returned items.
Marketplace for the trade
of secondhand goods for reuse
5.4
OLX’s activities attributable to offering ‘Classified’ services
(eg facilitation of online buying and selling) of all categories,
excluding cars, car parts, real estate and jobs.
The taxonomy regulation requires to report on turnover, capital expenditure and operational expenditure in relation to these
activities. We base this data on our IFRS consolidated financial statements.
Indicator
Turnover
Capex
Opex
Included
financial data
We disclose turnover
as revenues in our income
statement.
We calculate capex by adding:
›
In the ’Property, plant and
equipment‘ note: acquisitions
of subsidiaries and business,
acquisitions of assets and
acquisitions of right-of-use
assets
›
In the ‘Intangible assets’ note:
acquisitions of subsidiaries
and business, acquisitions and
transfer from work in progress.
We calculate opex by adding:
›
Short-term lease payments
›
Training cost
›
Maintenance and building
admin.
Reference
See ‘Revenue from contracts
with customers’ in the
consolidated income
statement on page 118
of this report.
Capital expenditures are
calculated based on the
aggregate of the corresponding
lines ‘Acquisitions of assets,’ and
‘Acquisitions of right-of-use
assets’ under property, plant
and equipment in this report
on page 161, as well as
‘Acquisitions’ under intangible
assets on page 162
1
.
Opex includes direct non-
capitalised costs that relate
to research and development,
building renovation measures,
short-term leases, maintenance
and repair, and any other direct
expenditures relating to the day-
to-day servicing of assets
of property, plant and
equipment. See pages 160
to 162 of this report.
KPIs
Turnover, capex and opex related to eligible activities are reported as KPIs, by dividing these financial figures over the total
group turnover, capex and opex (denominators). In FY24, we reported for the group US$5 467m as turnover (refer to note 13
of the annual financial statements), US$184m for capex (refer to note 32 and note 33 of the annual financial statements) and
US$55m for opex
2
. In the table below we identify, per eligible activity, the relevant KPI.
Our EU Taxonomy eligible activities do not substantially contribute to multiple environmental objectives and there is no
double counting in the allocation in the numerator of turnover, capex, and opex KPIs across economic activities.
Eligible activity
Eligible
turnover
(US$’m)
% of
group
turnover
Eligible
capex
(US$’m)
% of
group
capex
Eligible
opex
(US$’m)
% of
group
opex
Electricity generation using solar photovoltaic
technology (4.1)
–
–
0.6
0.3
–
–
Collection and transport of non-hazardous
waste in fractions separated at the source (5.5)
1.0
0.02
–
–
1.0
1.8
Infrastructure enabling road transport and
public transport (6.15)
–
–
0.1
0.3
Transport by motorbikes, passenger cars and
light commercial vehicles (6.5)
–
–
1.3
0.7
3.0
5.5
Freight transport services by road (6.6)
–
–
1.7
0.9
0.06
0.1
Construction of new buildings (7.1)
–
–
6.2
3.4
–
–
Installation, maintenance and repair of energy-
efficiency equipment (7.3)
–
–
0.3
0.2
–
–
Installation, maintenance and repair
of renewable-energy technologies (7.6)
–
–
0.01
0.01
–
–
Education (11.1)
49.7
0.9
1.5
0.8
7.0
12.7
Repair, refurbishment and remanufacturing
(5.1)
6.0
0.1
0.1
0.1
4.6
8.4
Marketplace for the trade of secondhand
goods for reuse (5.4)
102.9
1.9
–
–
0.2
0.4
Total
159.6
2.9
11.8
6.4
14.8
26.8
1
For more information on property, plant and equipment, intangible assets and leases, refer to note 32 on page 160 of this report.
2
Please note that the definition of the denominators capex and opex have been adjusted compared to last year, due to more granular detail obtained in the current year, which explains the
lower number.
3 / 68
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Taxonomy disclosure
Taxonomy-aligned economic activities
The eligibility assessment concludes that the financial data related to our taxonomy-eligible activities forms a small part
of our group revenue and capex. To further assess the extent these activities are taxonomy-aligned requires a substantial
technical screening on the following:
›
Do these activities make a ‘substantial contribution’ to green the economy
›
Do ‘no significant harm’ to any of the other environmental objectives
›
Do the companies meet minimum social standards.
Considering the diversified nature of our group, with most of our subsidiaries operating in regions outside of Europe where
deep reporting as guided by the EU Taxonomy is not standard, and considering the low value of the financial data linked
to the reporting, there will be instances where we will not have access to the data to be able to perform a comprehensive
assessment.
This is particularly the case for activities that are not core to our group, where there is limited influence and limited
opportunity to manage for sustainability and performance, typically reflected by small financial numbers in the eligibility
assessment. Where we are able to collect sufficient data, we will assess alignment of the financial KPIs. Please note that this
year, the EU regulation does not require to report alignment on the circular economy objective, only eligibility, as it is the first
year these criteria are used in external reporting.
For FY24, taxonomy-aligned revenues, capex and opex for can be reported for eight activities listed in the table below.
Aligned activity
Aligned
turnover
(US$’m)
% of
group
turnover
Aligned
capex
(US$’m)
% of
group
capex
Eligible
opex
(US$’m)
% of
group
opex
Electricity generation using solar photovoltaic
technology (4.1)
–
–
0.6
0.3
–
–
Collection and transport of non-hazardous
waste in fractions separated at the source (5.5)
1.0
0.02
–
–
1.0
1.8
Infrastructure enabling road transport and
public transport (6.15)
–
–
0.05
0.03
–
–
Freight transport services by road (6.6)
1.7
0.9
0.06
0.1
Construction of new buildings (7.1)
–
–
6.2
3.4
–
–
Installation, maintenance and repair of energy-
efficiency equipment (7.3)
–
–
0.3
0.2
–
–
Installation, maintenance and repair
of renewable-energy technologies (7.6)
–
–
0.01
0.01
–
–
Education (11.1)
49.7
0.9
1.5
0.8
6.8
12.7
Total
50.7
0.9
10.3
5.6
7.9
14.6
The taxonomy-aligned (sustainable) activities are:
›
Activity 4.1 – Production of electricity using solar photovoltaic technology
eMAG installed photovoltaic panels on its
warehouse and installed 12 green lockers, which have photovoltaic panels installed on the roof in order to achieve energy
autonomy and zero emissions
›
Activity 5.5 – Collection and transport of non-hazardous waste in source-separated fractions
eMAG provides waste
collection to its corporate clients, supporting them in their obligations to collect and recover packaging and packaging
waste placed on the market
›
Activity 6.15 – Infrastructure enabling road and public transport
eMAG built an access road for its new warehouse
in Hungary, for which it performed an environmental impact assessment. The assessment looked at the direct and indirect
significant effects of the project on environmental factors, including climate
›
Activity 6.6 – Freight transport services by road
eMAG invested in EURO VI freight transport and EURO VI cars, which
are equipped with advanced emission-reduction technologies, significantly reducing emissions of emissions and harmful
gases
›
Activity 7.1 – Construction of new buildings
eMAG continued the project to build a new warehouse in Hungary for which
it carried out an environmental impact assessment. The assessment looked at the direct and indirect significant effects
of the project on environmental factors, including climate
›
Activity 7.3 – Installation, maintenance and repair of energy efficiency equipment
eMAG implemented a modern
cooling system at its warehouse which operates with greater energy efficiency, reducing consumption of energy and GHG
emissions from cooling the building
›
Activity 7.6 – Installation, maintenance and repair of renewable-energy technologies
The activity involved the
installation and maintenance, repair of solar photovoltaic systems and auxiliary technical equipment by eMAG on its green
lockers.
›
Activity 11.1 – Education GoodHabitz offers online training and education to the employees of its corporate clients
.
eMAG developed in FY24 educational materials for the signatories of the ‘Environmental Commitment’ on carbon footprint.
Minimum safeguards
The minimum safeguards consist of the OECD Guidelines for Multinational Enterprises, the United Nations Guiding Principles
on Business and Human Rights, the Fundamental Conventions of the International Labour Organization (ILO) and the
International Bill of Human Rights. The Prosus group accepts its corporate responsibility for human rights, fully recognises
these conventions and declarations and reaffirms its agreement with the contents and principles stated therein. The
taxonomy assessments confirm that we meet the requirements of the minimum safeguards in the reporting year.
3 / 69
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Substantial contribution
criteria
DNSH criteria (does not
significantly harm)
Economic activities (1)
Code(s) (2)
Absolute turnover (3) US$’m
Proportion of turnover (4)
Climate change mitigation (5)*
Climate change adaptation (6)
Water (7)
Pollution (8)
Circular economy (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water (13)
Pollution (14)
Circular economy (15)
Biodiversity (16)
Minimum safeguards (17)
Proportion of turnover aligned to taxonomy
(A.1.) or eligible with regard to taxonomy (A.2.)
turnover, FY24 (18)
Category (enabling activity) (20)
Category (transitional activity) (21)
US$’m
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A Taxonomy-eligible
activities
A.1. Environmentally
sustainable activities
(taxonomy-aligned)
Collection and transport
of non-hazardous waste
in source segregated fractions
CCM 5.5
1.0
0.0% 100%
0%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
n/a
Education
CCA 11.1
49.7
0.9%
0% 100%
0%
0%
0%
0%
Y
Y
Y
Y
Y
Y
Y
0.7%
E
Turnover of environmentally
sustainable activities
(taxonomy-aligned) (A.1)
50.7
0.9% 0.0% 0.9% 0.0% 0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0%
A.2 Taxonomy-eligible but
not environmentally
sustainable activities (not
Taxonomy-aligned activities)
Repair, refurbishment and
remanufacturing
CE 5.1
6.0
0.1%
n/a
Marketplace for the trade
of secondhand goods for
reuse
CE 5.4
102.9
1.9%
n/a
Turnover of taxonomy-
eligible but not
environmentally sustainable
activities (not taxonomy-
aligned activities) (A.2)
108.9
2.0%
0.7%
Total (A.1+A.2)
159.6
2.9%
0.7%
B. Taxonomy-non-eligible
activities
Turnover of taxonomy-non-
eligible activities
5 307.4
97.1%
Total (A+B)
5 467.0
100%
Substantial contribution
criteria
DNSH criteria (does not
significantly harm)
Economic activities (1)
Code(s) (2)
Absolute capex (3) US$’m
Proportion of capex (4)
Climate change mitigation (5)*
Climate change adaptation (6)
Water (7)
Pollution (8)
Circular economy (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water (13)
Pollution (14)
Circular economy (15)
Biodiversity (16)
Minimum safeguards (17)
Proportion of taxonomy-aligned (A.1.) or eligible
(A.2.) capex, year N-1 (18)**
Category (enabling activity) (20)
Category (transitional activity) (21)
US$’m
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A Taxonomy-eligible activities
A.1 Capex of environmentally
sustainable activities (taxonomy-
aligned)
Electricity generation using solar
photovoltaic technology
CCM 4.1
0.6
0.3% 100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0.3%
Infrastructure enabling road
transport and public transport
CCM 6.15
0.1
0.0%
100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
E
Freight transport services by road
CCM 6.6
1.7
0.9%
100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
E
Construction of new buildings
CCM 7.1
6.2
3.4% 100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
Installation, maintenance and repair
of energy-efficiency equipment
CCM 7.3
0.3
0.2% 100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0%
E
Installation, maintenance and repair
of renewable-energy technologies
CCM 7.6
0.0
0.0%
100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
E
Education
CCA 11.1
1.5
0.8%
0.0%
100.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
E
Capex of environmentally
sustainable activities (taxonomy-
aligned) (A.1)
10.4 5.6%
4.8%
0.8% 0.0% 0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0.3%
A.2 Taxonomy-eligible but not
environmentally sustainable
activities (not taxonomy-aligned)
Transport by motorbikes, passenger
cars and light commercial vehicles
CCM 6.5
1.3
0.7%
0.1%
T
Repair, reconditioning and
remanufacturing
CE 5.1
0.1
0.1%
n/a
Capex of taxonomy-eligible but
not environmentally sustainable
activities (not taxonomy-aligned
activities) (A.2)
1.4 0.8%
0.1%
Total (A.1+A.2)
11.8
6.4%
0.4%
B Taxonomy-non-eligible activities
Capex of taxonomy-non-eligible
activities
172.2
94%
Total (A + B)
184.0 100%
*
For the purposes of this illustrative template, this figure shows the taxonomy-aligned turnover of the activity/total taxonomy-eligible turnover of the activity.
** Taxonomy-aligned turnover of the activity/total turnover of undertaking.
*
For the purposes of this illustrative template, this figure shows the taxonomy-aligned turnover of the activity/total taxonomy-eligible turnover of the activity.
** Taxonomy-aligned capex of the activity/total capex of undertaking.
3 / 70
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Taxonomy disclosure
Tax
At the core of everything we do
is being a responsible global corporate
citizen. As such, paying taxes is an
important economic contribution to the
societies in which we operate, and
a normal consequence of doing
business.
We support the establishment of a harmonised
international tax system with a level playing field and
where all companies pay taxes in the jurisdictions where
they operate.
To understand our approach to paying taxes and
interpret the taxes-paid information, it is important
to understand our operating model. As a global
technology investor, our portfolio of businesses is well
diversified by sector and geography. We operate
on a decentralised basis in numerous countries. Our
businesses are based in the countries where their
operations, users and consumers are. All our investees
pay taxes locally, in the jurisdictions where they operate
and where their products and services are consumed.
Overall, our aim is to improve the lives of people
in the countries where we operate – paying taxes
is an integral part of that aim.
As a technology investor backing local entrepreneurs,
there is typically less of a traditional value chain in which
value is added in multiple layers. Paying taxes in the
markets where we operate is an important contribution
to those societies. This ensures we provide a return
to those communities and countries for the benefit and
privilege of doing business with and in them.
Paying taxes locally is an extension of our commitment
to improving our customers’ lives through technology. Our
investees’ businesses directly improve people’s lives.
Indirectly, through taxes paid locally, people’s lives are
further improved as these taxes assist governments
to fund the needs of populations in their countries.
Taxes paid in FY24
In FY24, Prosus paid and collected US$1.2bn (US$1.1bn
in FY23) in direct and indirect taxes globally. Details
of taxes per country are set out on the next page
1
:
Prosus shows a meaningful normalised effective tax rate
of 25.6% for FY24 (FY23: 22.9%).
The group accounts for its share of the results of its
equity-accounted investments net of taxation recognised
by those investments. To provide a more comparable and
meaningful effective tax rate, the tax recognised as part
of the group’s share of results from equity-accounted
investments is included to calculate the normalised
effective tax rate. Exceptional items like tax-free capital
gains on the sale of subsidiaries are excluded from profit
before tax to arrive at the normalised effective tax rate.
1
The table lists all the taxes paid and collected on a country-by-country basis in the
15 jurisdictions with the largest tax contributions in FY24. These 15 jurisdictions
contributed more than 96% of the total taxes paid in FY24. Taxes paid in 29 countries
add up to the amounts under ‘Other’.
Substantial contribution
criteria
DNSH criteria (does not
significantly harm)
Economic activities (1)
Code(s) (2)
Absolute opex (3) US$’m
Proportion of opex (4)
Climate change mitigation (5)*
Climate change adaptation (6)
Water (7)
Pollution (8)
Circular economy (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water (13)
Pollution (14)
Circular economy (15)
Biodiversity (16)
Minimum safeguards (17)
Taxonomy-aligned proportion of opex,
FY23 (18)**
Category (enabling activity) (20)
Category (transitional activity) (21)
US$’m
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A Taxonomy-eligible activities
A.1 Environmentally sustainable
activities (taxonomy-aligned)
Collection and transport of non-
hazardous waste in fractions
separated at the source
CCM 5.5
1.0
1.8%
100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
E
Freight transport services by road
CCM 6.6
0.1
0.1% 100.0%
0.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
n/a
T
Education
CCA 11.1
6.8
12.4%
0.0%
100.0%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0%
E
Opex of environmentally
sustainable activities
(taxonomy-aligned) (A.1)
7.9 14.3%
1.9%
12.4%
0.0%
0.0%
0.0%
0.0%
Y
Y
Y
Y
Y
Y
Y
0%
A.2 Taxonomy-eligible but
not environmentally
sustainable activities (not
taxonomy-aligned
activities
Transport by motorbikes,
passenger cars and light
commercial vehicles
CCM 6.5
2.1
3.8%
0%
E
T
Repair, reconditioning and
remanufacturing
CE 5.1
4.6
8.4%
n/a
Marketplace for the trade
of secondhand goods for reuse
CE 5.4
0.2
0.4%
n/a
Opex of taxonomy-eligible but
not environmentally sustainable
activities (not taxonomy-
aligned activities) (A.2)
6.9 12.5%
0%
Total (A.1+A.2)
14.8 26.8%
0%
B. Taxonomy-non-eligible
activities
Opex of taxonomy-non-eligible
activities
40.24 73.2%
Total (A+B)
55.00 100%
*
For the purposes of this illustrative template, this figure shows the taxonomy-aligned turnover of the activity/total taxonomy-eligible turnover of the activity.
** Taxonomy-aligned opex of the activity/total opex of undertaking.
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Group overview
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Prosus
Corporate
income and
withholding taxes
Payroll taxes
and social
security
contributions paid
Payroll taxes
and social
security
contributions
collected
Other
direct taxes
Total
direct taxes
VAT,
service and
consumption
taxes
Other
indirect taxes
Total
indirect taxes
Total tax
contribution
FY24
Total tax
contribution
FY23
Brazil
74.5
63.1
55.5
5.7
198.8
42.7
0.3
42.9
241.8
224.2
Romania
4.7
7.4
59.7
2.4
74.1
154.7
0.6
155.2
229.4
203.9
The Netherlands
119.1
2.6
71.0
–
192.7
(12.0)
9.3
(2.7)
190.0
113.2
Poland
29.4
11.2
26.2
0.1
66.9
79.9
0.0
79.9
146.8
103.8
United States of America
17.2
9.1
44.4
2.8
73.6
(0.2)
–
(0.2)
73.3
66.3
India
8.3
5.4
32.9
0.1
46.7
22.5
0.4
22.9
69.6
83.6
Argentina
27.4
0.3
0.2
19.6
47.6
3.0
–
3.0
50.6
96.6
Portugal
0.5
7.1
12.9
–
20.6
6.2
–
6.2
26.8
24.8
Colombia
20.1
2.8
0.8
0.9
24.6
2.0
–
2.0
26.6
25.2
Bulgaria
0.1
0.8
1.0
0.0
1.9
23.4
–
23.4
25.2
25.2
Germany
0.5
3.2
19.6
–
23.3
0.4
–
0.4
23.8
22.4
South Africa
9.4
0.2
3.8
–
13.3
6.6
–
6.6
19.9
7.0
Hungary
0.5
3.3
3.6
0.2
7.6
7.7
–
7.7
15.3
32.7
United Kingdom
0.0
3.0
11.0
–
14.0
0.1
–
0.1
14.1
13.9
Ukraine
3.0
0.8
1.2
–
5.0
8.8
–
8.8
13.8
7.4
Other
17.6
7.0
9.1
0.1
33.9
10.3
–
10.3
44.1
70.5
Total
332.3
127.4
353.0
31.9
844.6
356.0
10.6
366.6
1 211.2
1 120.7
The table lists all the taxes paid and collected on a country-by-country basis in the 15 jurisdictions with the largest tax contributions in FY24. These 15 jurisdictions contributed more than 96% of the total taxes paid in FY24. Taxes paid in 29 countries add up to
the amounts under ‘Other’.
Tax
3 / 72
Group overview
Performance review
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Governance
Financial statements
Other information
Compliance
As a family of local businesses, we apply consistent
principles across our portfolio. We take tax compliance
and paying taxes seriously. Prosus has zero tolerance for
non-compliance with tax laws in all jurisdictions where
our businesses operate. This principle is embedded
in the culture of our group and is an element of the KPIs
of finance and tax teams.
Our tax team comprises experienced and effectively
equipped tax specialists. Regular training ensures all
team members maintain their up-to-date tax skill set.
Investees are accountable for managing their tax affairs.
They must adhere to our group tax policy, including zero
tolerance for non-compliance.
Compliance with tax laws and regulations in the
countries where we do business is paramount to the
integrity of our businesses and all our actions. Ensuring
we are compliant with tax legislation is non-negotiable.
We have to be – and want to be – fully compliant:
no exceptions. This is how we do business and why our
stakeholders can have confidence in the integrity of our
actions. To ensure our tax ethic is grounded in our
people, we provide ongoing training and foster a culture
based on open communication, honesty and ethical
considerations.
As with any other business costs, we ensure we manage
our tax costs efficiently. This is part of our responsibility
to our shareholders and our businesses. But we do not
use opportunities to unreasonably reduce the tax cost
of the business. All tax planning – whether driven by
acquisitions, rationalisations, disposals or disinvestments,
operational restructuring or legislative changes – is
carried out in line with our tax policy and approach to
tax. Our approach to tax is guided by a commitment to
the spirit of the law. This means that a tax incentive is not
claimed if it is not driven by business reasons or does not
align with the spirit and intent of the law. An example is
the pandemic-related tax incentives that the group did not
claim since these were introduced to keep small and
medium-sized enterprises afloat and not to support
multinational businesses like ours.
Our appetite for tax risk is low. All tax planning is decided
and effected in the context of the business: taxes flow from
business operations. Business structures and operational
models dictate our tax strategy, not vice versa.
Tax
We do not obtain or benefit from special dispensations.
When obtaining tax rulings, to create certainty on the
application and tax consequences of business
transactions, we do this via standard, transparent
processes available to all taxpayers. In line with our
commitment to tax transparency, we support making
any tax rulings publicly available.
Operating a decentralised local business model means
that transfer pricing is not a significant factor in our tax
management. To the extent that it does apply, we ensure
adherence to the arm’s length principle set out in the
OECD transfer pricing guidelines.
Prosus has grown organically and by acquisition.
In the course of these acquisitions, we inherited a number
of legacy structures, including some companies located
in low-tax jurisdictions. These structures are under
constant review, and most have been eliminated.
This review of our legal entity structure continued
in FY24. A number of entities were liquidated and the
simplification continued during the period. The remaining
entities in low or no-tax jurisdictions have been
earmarked for elimination.
Low (or no) tax jurisdictions are internally defined
as countries with no corporate income tax and countries
listed on the EU blacklist of non-co-operative jurisdictions
for tax purposes. We do not have entities in such
jurisdictions unless dictated by valid business reasons
and local operations. We do not attempt to engineer
tax advantages by creating business entities in low-tax
jurisdictions unless Prosus operates in these jurisdictions.
Further guidance on how we manage taxes is publicly
available in our group tax policy on our website at
www.prosus.com/the-group/tax
.
Governance
We attach the highest priority to fairness, integrity
and transparency – in short, doing the right thing,
no exceptions. This approach is built on the following
framework:
›
Board accountability for tax, through the group CFO
and periodic reports to the joint audit and risk
committees
›
A clear register of uncertain tax positions and tax being
reflected in the heatmap with key risks
›
A tax control framework with robust controls
›
Experienced tax professionals with the right skills across
the group
›
Training, regular communication and engagement
between everyone with tax responsibilities
›
Using technology to automate tax processes
›
Having a group speak up policy available to all on
any matter, including tax behaviours.
Ultimate responsibility for tax vests in our group CFO,
a member of the Prosus board, with oversight from
the audit and risk committees. Our group tax policy
is reviewed annually by the audit and risk committees,
approved by the board and published on our website.
Maintaining a register of uncertain tax positions and tax
being reflected in the heatmap with key risks facilitates
a structured approach to assess, prioritise, respond
to and monitor potential high-impact tax risks. The
register of uncertain tax positions details our top tax risks
and how we manage each one. We use our heatmap
to rank our risks, including tax risks, by impact and
vulnerability, and track their movements over time. This
guides our decisions by focusing on actions required
to effectively manage and mitigate tax risks.
The main tax risks for our businesses lie in legislative
or regulatory changes. This is especially true in our
industry where global tax developments (base erosion
and profit shifting, pillar 1 and 2) and digital services
taxes apply to consumer internet and tech companies.
Monitoring legislative changes is therefore a key priority,
primarily to ensure that our businesses are always
compliant. In addition, the impact of changes
in regulations are timeously evaluated via impact
assessments. An example is the global minimum tax rules
of pillar 2.
The financial impact of these rules is expected to be
minimal based on how our businesses operate: our local
businesses pay their taxes locally, are predominantly
based in high-tax jurisdictions and book-to-tax differences
are exceptional. Based on an assessment of the
transitional Country-by-Country Reporting (CbCR) safe-
harbour provision, we anticipate that the significant
countries in which the group operates will meet at least
one of the safe-harbour tests (simplified ETR test,
de minimis test or routine profit test) and that most of the
smaller countries and businesses equally qualify for relief.
This is expected to result in no material additional pillar
2 tax being payable.
Due to complexities in applying the pillar 2 legislation as
well as the fact that further guidance on rules and
regulations is expected in the coming period, the
group will continue to assess the impact of pillar 2
legislation on its future financial performance.
Considering the pillar 2 rules are effective from 1 April
2024, there is no current tax impact for the year ended
31 March 2024. The group has applied a temporary
mandatory relief from deferred tax accounting for the
impact of top-up tax and will account for it as a current
tax if it is incurred.
Fully understanding the compliance elements of pillar
2 rules is a priority to ensure the group will be compliant.
In the Netherlands and in many other countries, the pillar
2 rules of the OECD have come into effect. South Africa
expressed the intention to still implement pillar 2 rules
in 2024. We committed to full compliance with these
regulations ahead of the first tax-filing deadline
by 30 June. Our approach is to strategically align with
the data already available in our group, ensuring
consistency and leveraging our existing information
assets. We rely on expert guidance in navigating these
complex regulations. We are actively seeking innovative
technology solutions to streamline our compliance
processes, enhance our efficiency, reduce risk of errors,
and ensure we remain at the forefront of tax compliance.
Apart from monitoring (potential) changes in legislation,
Prosus regularly contributes to (public) consultations.
In our engagements, we aim to contribute constructively
and act as a sparring partner, taking into account the
objectives and purposes of legislative changes, their
impact on our decentralised business model and our
desire for tax systems to be fair and balanced and, most
importantly, to provide a level playing field.
Tax risks, tax challenges, interactions with revenue
authorities and other issues are under constant review
and reported regularly to our group CFO and the joint
audit and risk committees.
We aspire to a ‘no surprises’ approach in managing
taxes: there should be no tax surprises at any level –
whether in relation to tax costs to a business, reporting
3 / 73
Group overview
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Financial statements
Other information
Tax
to revenue authorities or supplying relevant information
to stakeholders. Our tax control framework sets out the
operational details for managing tax risk in line with the
criteria in our tax policy. We implement this framework
consistently across our controlled portfolio and operations
to ensure tax compliance in all jurisdictions where
we operate. This framework is also shared with relevant
tax authorities.
All tax professionals are appropriately skilled for their
roles and receive ongoing training. The tax team
members are assisted by reputable external advisers
with specialist tax expertise who provide input on all
significant and many other tax matters, advise on tax
consequences of transactions, review tax filings and
support tax teams where necessary.
The process for disclosing any improper conduct
or concerns of wrongdoing is outlined in the group speak
up policy and available to all on any matter, including tax
behaviours.
Technology
Efficient tax management is enhanced by technology.
Given the growing requirement by tax authorities and
other regulators to report substantive data, it is essential
to harness technology for data extraction, gathering and
collation. Technology is also paramount to reduce and
eventually eliminate human errors in collating relevant
data and the tax-compliance process. Automation
contributes to enhanced data integrity and reduces
the working hours involved in these processes. Where
possible, we have automated tax processes. Examples
are the controlled foreign company compliance and
country-by-country reporting processes.
We will continue to expand the reach of automation
and technology in our tax management processes,
where we are confident of increased efficiency and
integrity of information. This focus is included in the KPIs
of our tax team members. At the same time, we
recognise there are, and always will be, many areas
in tax that require ongoing attention and input by skilled
tax professionals. Where technology can be implemented
to enhance data collection and collation, and to share
relevant information with tax authorities, fewer working
hours required for these tasks enables our group tax
specialists to spend their time more effectively.
We will continue to invest time in assessing how
technology can assist in streamlining processes
to effectively manage our taxes and tax compliance.
Transparency
It is one of our KPIs to at all times constructively and
transparently engage with all our stakeholders, external
and internal. These stakeholders include investors,
customers, employees, regulatory authorities,
governments and policy-makers, and tax authorities.
In 2022, the Dutch Confederation of Netherlands
Industry and Employers (VNO-NCW) published the tax
governance code. Prosus endorses and supports this
code which provides for tax principles aiming to improve
transparency. Our tax principles align with those set out
in the code. We have participated in a peer-to-peer
review exercise, and no relevant shortcomings were
identified. We believe our commitment to tax
transparency and associated tax governance principles,
including the VNO-NCW tax governance code, are key
to provide a better public understanding of our rather
unique approach to tax and our tax contributions.
Disclosure of taxes paid is an important step in tax
transparency. We support initiatives to demystify and
reduce the stigma that may be attached to tax
contributions by companies, particularly multinationals.
In our view, disclosure demonstrates responsible
corporate citizenship and facilitates meaningful
engagement with stakeholders in the countries where
we operate. Public country-by-country reporting is also
an important step in tax transparency. At the same time,
we recognise the risk that the information disclosed
is interpreted wrongly or misunderstood. Context
is relevant to understand the data disclosed. Public
data under the country-by-country rules and the taxes
paid only provides valuable information if there is a deep
understanding of the business activities in these countries,
including the life cycle of local business operations.
We view tax authorities as significant stakeholders.
As with all other stakeholders, it is important for us –
and our investee companies – to engage proactively and
transparently with tax authorities. Our approach, where
possible, is to follow the principle of co-operative
compliance. We engage regularly with tax authorities
to explain our business model and proactively share
information. While recognising that, at times, our views
and those of the tax authorities may differ in applying
specific tax rules and legislation, we aspire
to a relationship of mutual trust. This sometimes creates
dilemmas. But our aim remains for stakeholders, including
revenue authorities, to have confidence in the integrity
of our actions, the way we do business and information
we provide. As such, we will continue to take proactive
steps to enhance the scope of tax information relevant
to our stakeholders.
Prosus is an active supporter and contributor of the
Capabuild project – a public-private partnership co-
building tax capacity for countries in the global south
by way of tax training for tax authorities, policy-makers
and other government officials. Capabuild strives
to improve understanding of global taxation, which can
help governments improve the effectiveness and
efficiency of their tax systems. As taxation is a significant
factor, it is important that it is understood and
demystified. Through our contribution to the training
platforms offered by Capabuild, we are able to share
our knowledge and emphasise the need for dialogue,
building trust and true transparency on taxes paid,
collected and applied to improve the lives of citizens –
the people governments serve. We proudly support
initiatives such as Capabuild because they contribute
to having sustainable, fair and transparent tax systems
that enable governments to provide for their citizens.
Regulatory risk
Managing tax efficiently means effectively managing risk.
This important area is another KPI for our tax teams.
As we operate in many jurisdictions, tax policy and
legislative changes are an ongoing risk. We need to be
aware of impending policy or legislative changes and
be ready to implement these as required. But this also
means we need to constructively engage with policy-
makers and legislators to ensure our messages are
heard when policies or legislation are changed. Our
reputation as a responsible corporate citizen contributes
to being heard by these bodies. Where we are able
to build relationships of trust, we do so. We believe
this gives us credibility and will enhance our reputation
as a taxpayer with integrity.
Prosus continues to provide constructive and reliable
feedback to tax policy-makers and other stakeholders
through submissions to public consultations or direct
engagement at national and international levels.
Level playing field
As a global investor, we subscribe to certain tax policy
fundamentals: we believe it is in everyone’s best interests
to establish a level playing field in which local, regional
and global companies are subject to the same taxes
in the countries where they operate. In our view, taxes
should be fair, balanced and uniform. To create the
level playing field, we believe taxation of profits and
local tax systems should be governed by a harmonised
international framework. We actively support international
initiatives led by the OECD/G20 inclusive framework
on base erosion and profit shifting to develop a global
policy to modernise and remove imbalances from the
international tax system. These align with our approach
to taxes and where we believe taxes should be paid.
The level playing field will ensure that each business
is subject to the same taxes, irrespective of whether
it operates globally, regionally or locally. We engage
in discussions where we believe we can contribute
to ensuring this harmonised global tax system with
a level tax playing field is created.
Certainty, transparency, fairness, integrity and doing
the right thing, no exception – these are fundamentals
in our approach to tax management at Prosus. We want
to ensure that, at all times and in all jurisdictions,
we pay the correct and appropriate amount of tax,
commensurate with the business operations in that
geography, and that we can openly demonstrate this
to our stakeholders.
3 / 74
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Prosus is the holding company of a global portfolio of operating companies, many of which are in high-
growth emerging markets. We are also one of the largest technology investors in the world. We embrace
this duality because we believe a holding company that both operates and invests is the ultimate value-
creation engine in technology.
Our evolution has inevitably given rise to some complexities, not least of which is a workforce of over 21 000
permanent employees in around 80 countries and markets.
To better align with systemic changes in the world around us, we have refined and flattened our organisational
structure. This brings us closer as a group, closer to the companies in which we invest, and centralises resources to
enable more flexible utilisation. Importantly, the new structure better aligns with our strategy for sustainable growth.
Team and culture play a critical role in achieving our long-term goals and reigniting our legacy of building and
investing in exceptional businesses for exceptional returns.
Governance
In this section, we detail the value of an integrated approach to assurance and
compliance. The adopted governance, risk and compliance framework is the basis
for how we manage governance.
Our culture
– Connect. Build. Thrive.
OUR
BEHAVIOURS
CONNECT
›
Strengthen our ties to each other
›
Share information
›
Reinforce our values and what
we stand for
›
Esprit de corps – we win and
lose together as a team
1
BUILD
›
Build technology businesses
that will change the world
›
Customer delight drives
everything
›
Velocity in everything we do
2
THRIVE
›
Thrive as individuals and as a team –
we develop together
›
Thrive at the portfolio level and as
a holding company
›
Maximise our impact on the world to
ensure we enable others to thrive
3
Culture
framework
BUILD
CONNECT/
BUILD/THRIVE
BUILD/
CONNECT
CONNECT/
THRIVE
OUR
VALUES
We build
We are
responsible
We deliver
We value
each other
4 / 75
Group overview
Performance review
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Financial statements
Other information
Governance
Introduction
Prosus N.V. was incorporated under the laws of the
Netherlands in 1997 as a private limited liability
company. On 16 May 2019, it was converted to a public
limited liability company.
The company is governed by Dutch corporate and
securities laws, in particular the Dutch Civil Code
(Burgerlijk Wetboek)
and the Financial Supervision Act
(
Wet op het
Financieel Toezicht
), its articles of association
and various internal policies approved by the board
of directors. In addition, the Dutch Corporate Governance
Code 2022 applies to the company. A code of business
ethics and conduct (the code) and related internal
policies that apply to its employees have also been
implemented. These documents are published
on our website.
In this section, the main elements of the corporate
governance structure and how Prosus applies the
principles and best practices of the Dutch Corporate
Governance Code are discussed.
Information required by the Dutch Decree on Corporate
Governance
(Besluit inhoud bestuursverslag)
and the
Dutch Decree on Article 10 Takeover Directive
(Besluit
artikel 10 overnamerichtlijn)
is included.
Share capital
The authorised share capital of Prosus totals four hundred
and one million euros (€401 000 000), split into eight
billion ten million and ten thousand (8 010 010 000)
shares, of which:
›
ten million (10 000 000) are ordinary shares A1 with
a nominal value of 5 euro cents (€0.05) each
›
ten thousand (10 000) are ordinary shares A2 with
a nominal value of 50 euro (€50) each
›
three billion (3 000 000 000) are ordinary shares B with
a nominal value of 5 euro cents (€0.05) each, and
›
five billion (5 000 000 000) are ordinary shares N with
a nominal value of 5 euro cents (€0.05) each.
As at 31 March 2024, the issued share capital of Prosus
comprises three classes of shares:
›
2 577 417 975 listed ordinary shares N that have one
vote per share. Naspers Limited holds
1 067 157 216 ordinary shares N
›
6 446 739 unlisted ordinary shares A1 that have one
vote per share and entitled to one-fifth (1/5) of the
amount of a distribution made on each ordinary share
N, multiplied by the free-float percentage, and
›
2 869 537 584 unlisted ordinary shares B that have one
vote per share and each ordinary share B is entitled
to one-millionth (1/1 000 000) of the amount
of a distribution made to each ordinary share N. All
ordinary shares B in issue are held by Naspers Limited.
As at 22 June 2024, there is no change in the issued
share capital of Prosus.
Right to hold and transfer shares
Prosus‘ constitutional documents place no limitations
on the right to hold or transfer ordinary shares A1 and
A2 and ordinary shares N. Other than in relation
to a transfer of ordinary shares B by Naspers to any of its
wholly owned subsidiaries or vice versa, a transfer
of ordinary shares B can only take place with respect
to all, and not part, of the ordinary shares B held by the
holder of such ordinary shares B.
Delegated authorities
On 23 August 2023, Prosus shareholders designated the
board as the competent body to issue shares in Prosus,
and to grant rights to subscribe for shares. In addition,
the board was authorised to issue shares and rights
to subscribe for shares up to 10% of the issued capital for
a period of 18 months. Prosus shareholders also
designated the board as the competent body to acquire
fully paid-up shares in its own capital, up to a maximum
of 50% of the total issued share capital.
On 23 August 2023, the general meeting resolved
to cancel all shares the company holds in its own capital,
and to designate the board to determine the times and
quantities of cancellation. Under this designation,
on 28 November 2023, the board of directors decided
to cancel 82 136 030 ordinary shares N that Prosus held
in its own capital. This cancellation was effected
on 23 February 2024.
Listing and regulatory environment
Since 11 September 2019, Prosus has had a primary listing
on the Euronext Amsterdam (ISIN NL0013654783 and ticker
symbol PRX) and a secondary listing on the JSE Limited,
Johannesburg’s stock exchange. Since December 2020, the
ordinary shares N are also listed on A2X Markets in South
Africa. Prosus is therefore primarily regulated by the
Netherlands Authority for the Financial Markets
(Stichting
Autoriteit Financiële Markten
or AFM
)
.
Prosus has a level 1 American Depository Receipt (ADR)
programme. This ADR programme does not create new
capital in the US but provides an opportunity to develop
and expand the US shareholder base. Level 1 ADRs are
traded in the US on an over-the-counter (OTC) basis. The
ratio between ordinary share N and ADR is 1:5. The symbol
for the Prosus ADR is PROSY, CUSIP number 74365P108.
Prosus shares are included in a number of leading
indexes, including the AEX, EURO STOXX 50,
STOXX 600 and MSCI Pan Euro.
Significant shareholders
As at 31 March 2024, Naspers holds 41.4% of the issued
ordinary shares N and 100% of ordinary shares B.
Combined, these represent 73.27% of the voting rights
of Prosus, representing a 43.34% economic interest.
Naspers has significant control over our management
and affairs and controls all matters requiring approval
by our shareholders, including the election or removal
of directors and approval of any significant
corporate transaction.
Shareholding structure at 31 March 2024
0.06%
(0.01%)
Naspers
Beleggings (RF)
Limited
Prosus N.V.
Naspers
Limited
1
Heemstede
Beleggings
Proprietary
Limited
Keeromstraat
30 Beleggings
(RF) Limited
0.04%
(0.01%)
29.33%
(0.03%)
34.00%
(0.05%)
0.39%
6.11%
49%
Free float of
unlisted shares
0.02%
(0.01%)
19.10%
(0.02%)
Free float of
listed shares
17.57%
(99.89%)
Free float of
listed shares
26.61%
(57.20%)
73.27%
2
(43.34%)
100%
1
Economic interest shown in brackets where different from voting interest. Voting interest
calculated in accordance with the South African Companies Act, 2008.
2 This includes the ordinary shares B held by Naspers.
4 / 76
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Governance
Protection structure
The aim of the Prosus protection structure is to ensure the
continued independence of the group.
The protection structure has not been activated
as Naspers currently controls 73.27% of Prosus. It would
only be activated if Naspers makes, or is obliged
to make, a filing with the AFM that it ceases to be entitled
to exercise at least 50% plus one vote of the total number
of voting rights that may be exercised at a general
meeting. In such event, the ordinary shares A1, carrying
one vote per share, automatically convert to ordinary
shares A2 carrying 1 000 votes per share.
Keeromstraat 30 Beleggings (RF) Limited (Keerom) and
Naspers Beleggings (RF) Limited (Nasbel) hold such
number of ordinary shares A1 that, if the protection
structure was activated, together they would control more
than 50% of ordinary shares A and ordinary shares N.
These companies exercise such rights in consultation with
one another in accordance with a voting-pool agreement.
No other entities are part of the protection structure.
To give shareholders a complete understanding of how
the group’s continued independence is ensured,
we provide an outline of the Naspers voting control
structure.
Naspers voting control structure
Naspers also has two classes of shares: (listed)
N ordinary shares carrying one vote per share and
(unlisted) A ordinary shares carrying 1 000 votes per
share. Nasbel and Keerom hold such number of A class
ordinary shares that, together, they control over 50%
(63.33% as at 31 March 2024) of the voting rights
in Naspers. No holder of A ordinary shares is entitled
to control more than 34% of Naspers.
These two companies exercise such rights in consultation
with one another in accordance with a voting-pool
agreement. If they vote together, they can vote the
majority of the voting rights in Naspers, including on any
takeover offer. No other entities are part of the voting
control structure. Heemstede Beleggings Proprietary
Limited, a subsidiary of Naspers, holds 49% of the shares
in Nasbel.
Cross-holding structure
On 23 August and 24 August 2023, shareholders
of Prosus and of Naspers approved the unwind of the
cross-holding structure. The board implemented the
Prosus capitalisation issue (as defined in the circular
published on 12 July 2023) on 18 September 2023, which
resulted in the following entitlements for shareholders
as at 15 September 2023:
›
Holders of ordinary shares N received 1.17960 new
ordinary shares N for each existing ordinary share
N held.
Naspers irrevocably and antecedently waived
its entitlement under the Prosus capitalisation issue
›
Holders of ordinary shares A1 received 0.4465437 new
ordinary shares A1 for each existing ordinary share
A held, and
›
Naspers received 1.5427717 new ordinary shares B for
each existing ordinary share B held.
In addition, Naspers implemented the Naspers
capitalisation issue at a ratio of 4 999:1 and the
subsequent Naspers share consolidation at a ratio
of 5 000:1 (as defined in the circular published on 26 July
2023). Prosus irrevocably and antecedently waived its
entitlement under the Naspers capitalisation issue.
Following the unwind of the cross-holding structure, Prosus
no longer has an interest in Naspers.
This transaction was subject to approval from
shareholders of Naspers and Prosus and its
implementation was subject to approval from the boards
of Naspers and Prosus. The non-executive directors were
satisfied that the requirement set out in provision
2.7.5 of the Dutch Corporate Governance Code was
complied with, that the transaction effectively unwound
the cross-holding structure, and that this was done
on terms that are customary in the market.
General meeting of shareholders
The general meeting of shareholders holds all powers
that have not been granted to other company bodies.
The annual general meeting will be held within six
months after the end of the financial year. The annual
general meeting is authorised to appoint directors to the
board and to dismiss them. It also adopts the financial
statements, releases directors from liability, adopts
distribution proposals, appoints an external auditor and
approves the remuneration policy for directors. Other
general meetings will be held when the board
of directors deems necessary.
In addition, certain decisions are subject to the approval
of the general meeting of shareholders, including decisions
entailing a significant change in the identity or character
of the company or its business and corporate matters, such
as amendments to the company’s articles of association, a
(de)merger or dissolution of the company, and the
issuance of shares or reduction of the issued capital of the
company.
Within four months of the end of every fiscal year, the
board of directors must prepare the financial statements.
The financial statements are put to the annual general
meeting for adoption.
The board of directors sets the agenda for the general
meetings of shareholders. Shareholders who individually
or collectively represent at least 3% of the issued capital
are entitled to propose items for the agenda, within the
boundaries of the law. Every shareholder is entitled
to attend a general meeting. Subject to certain
exceptions provided by Dutch law and/or the articles
of association, resolutions of the general meeting
of shareholders are passed by an absolute majority
of votes cast and do not require a quorum.
General meetings are convened by public notice via the
company’s website, and registered shareholders are
notified by letter or electronic communication at least
42 days prior to the day of the relevant meeting.
Shareholders who wish to exercise the rights attached
to their shares in respect of a shareholders’ meeting are
required to register for such meeting.
Shareholders may attend a meeting in person, vote
by proxy (via an independent third party) or grant
a power of attorney to a third party to attend the meeting
and vote on their behalf.
Pursuant to Dutch law, the record date for the exercise
of voting rights and rights relating to shareholders’
meetings is set at the 28th day prior to the day of the
relevant meeting. Shareholders registered on such date
are entitled to attend the meeting and to exercise the
other shareholder rights (at the relevant meeting), despite
any subsequent sale of their shares after the record date.
The 2024 annual general meeting of Prosus will be held
on 21 August 2024. As questions asked tend to focus
on business-related matters, governance and the remit
of our board committees, the chair, chief executive and
chief financial officer and the chairs of our board
committees attend the annual general meeting.
In accordance with provision 4.1.8 of the Dutch Corporate
Governance Code, we also require all directors up for
re-election to attend the annual general meeting. This
attendance may be virtual.
The external auditor is welcomed to the annual general
meeting and entitled to address the meeting.
Amendment to articles of
association
At the annual general meeting of Prosus, a resolution
may be passed to amend its articles of association, but
only on a proposal from the board.
A resolution made at the annual general meeting
amending the articles of association of Prosus, such that
rights attributable to ordinary shares A or ordinary
shares N are adversely affected, is subject to approval
by holders of the relevant class of shares.
The resolution can be adopted by an absolute majority
of votes cast, until the ownership of Prosus shares
by Naspers falls below 50%. Then, a resolution made
at the annual general meeting amending the articles
of association requires a majority of at least 75% of the
votes that may be cast at the annual general meeting.
More detailed information appears in Prosus’ articles
of association at www.prosus.com/the-group/policies.
4 / 77
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Overview of governance
Governance structure
The governance structures of Prosus and Naspers
substantially mirror each other. Prosus and Naspers have
an identical one-tier board structure of executive and non-
executive directors. Executive directors are responsible for
the group’s day-to-day management, which includes
formulating its strategies and policies as well as setting
and achieving its objectives. Non-executive directors
supervise and advise executive directors. Each director
has a duty to the company to properly perform their
assigned responsibilities and to act in its corporate
interest. Under Dutch law, Prosus’ corporate interest
extends to the interests of all its stakeholders, including
its shareholders, creditors and employees.
The audit and risk committees of the board monitor
compliance with the Financial Supervision Act, Dutch Civil
Code and Dutch Corporate Governance Code, and the
Euronext Dublin requirements applicable to Prosus bonds
listed on that exchange.
The board’s projects, audit, risk, human resources and
remuneration, nominations, and sustainability committees
fulfil key roles in ensuring good corporate governance.
The group uses independent external advisers to monitor
regulatory developments, locally and internationally,
to enable management to make recommendations
to the board on matters of corporate governance.
How we integrate governance into
our business
We recognise the value of an integrated approach
to assurance and compliance. The adopted governance,
risk and compliance framework is the basis for how
we manage governance.
This framework illustrates how we achieve a sustainable
business integrated with governance, assurance, risk
management and compliance, in line with legislated
requirements and Dutch Corporate Governance Code
recommendations, and reported through the relevant
structures.
Our subsidiaries, associates and investees are required
to comply with applicable laws and regulations. A risk-based
legal compliance programme (including anti-bribery and
anti-corruption) has been implemented as per this
framework in all subsidiaries.
In applying our capital-allocation strategy, we carefully
examine the risks relating to countries and sectors
in which we invest.
We review potential investees and their founders and/or
major shareholders; it is important for us to know with
whom we are doing business. Our due diligence looks
at the commercial and financial position of the investees,
but also covers legal (including IP, privacy, human rights
and litigation), sustainability and tax aspects of their
business. This is supplemented by contact between our
team and the founder(s) and their management teams
to understand the culture of the investees.
For acquisitions of majority-ownership stakes in larger
businesses, we formally assess the investee’s ethics and
legal compliance framework and HR policies against our
own framework and policies to see what actions (if any)
will need to be taken for the investee to meet our
minimum requirements. The governance frameworks
of investees differ depending on their scale and maturity:
some are simply too small or too early-stage to have
a fully built and mature governance and compliance
framework. In each case, however, we believe that our
contact with the founders and management teams and
our additional due diligence help us to understand the
purpose and culture of each company.
Our largest associates, many of which are of significant
size, have adopted appropriate governance standards.
A number of these companies have listings on leading stock
exchanges and therefore need to comply with both local
law and the requirements of the relevant exchange. This
is reflected in the standards they adopt. If members of our
team serve on the boards of investees, they are sometimes
able to help shape the investee’s governance standards.
They do this by sharing the governance standards we have
adopted on relevant topics, offering support to associates
through training or workshops and generally sharing our
knowledge and expertise. Periodically, teams from the
company and associates meet to discuss governance
standards and share their experiences.
Group governance framework
The board is the focal point for, and custodian of,
the group’s corporate governance systems.
It conducts the group’s business with integrity and applies
appropriate corporate governance policies and practices
in the group.
The board, its committees, and the boards and
committees of subsidiaries, are responsible for ensuring
the appropriate principles and practices of the Dutch
Corporate Governance Code are applied and embedded
in the governance practices of group companies.
A disciplined reporting structure ensures the board is fully
apprised of subsidiary activities, risks and opportunities.
All subsidiaries in the group are required to subscribe
to the principles of the Dutch Corporate Governance
Code. Business and governance structures have clear
approval frameworks.
The group’s governance committee comprises the
segment chief financial officers, chief financial officers
of Naspers and Prosus as well as the group company
secretary, group general counsel, group head of risk and
audit, global head of sustainability, and global head
of ethics and compliance. The committee was tasked
to ensure the group’s governance structures and
framework were employed across the consolidated
entities in the group during the financial year.
Governance and progress are monitored by the audit
and risk committees and reported to the board.
As the companies in our group are diverse and
at different maturity stages, a one-size-fits-all approach
cannot be followed in implementing governance
practices. All good governance principles apply
to all types and sizes of companies, but the practices
implemented by different companies to achieve
the principles may be different. Practices must
be implemented as appropriate for each company,
in line with the overarching good governance principles.
Details of choosing the right opportunities and balancing
risks (including principal risks) appear on pages 29 to
31 of the annual report. The board’s responsibility
statement on risk management is on page 29.
Our approach to applying Dutch
Corporate Governance Code and
statement by the board
Prosus is required to report its application of the
principles of the Dutch Corporate Governance Code. The
board, to the best of its knowledge, believes the group
has satisfactorily applied these principles.
The group considers proportionality when we apply
corporate governance. This means we apply the practices
needed to demonstrate the group’s governance
as appropriate across the group.
As at 31 March 2024, Prosus does not comply with best-
practice provisions 1.3.1, 1.3.2, 2.1.9, 5.1.3, 2.2.1, 2.2.2,
2.2.6 and 4.1.3.
Our corporate governance statement and explanation
of deviations from Dutch Corporate Governance Code,
2022, are on our website at www.prosus.com/investors/
results-reports-events/results-reports-and-events-archive.
For reference, the full text of the Dutch Corporate
Governance Code is available on its website at
www.mccg.nl/english.
Decree article 10 EU Takeover
Directive
According to decree article 10 EU Takeover Directive,
we are required to report on, among other issues, our
capital structure; restrictions on voting rights and the
transfer of securities; significant shareholdings in Prosus;
rules governing the appointment and dismissal of
members of the board of directors, amendment
of the articles of association, and the powers of the
board of directors.
The information required by decree article 10 EU
Takeover Directive is included in this corporate
governance section and the remuneration report.
4 / 78
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Overview of governance
Sustainable long-term value
creation and strategy
Through advice and supervision of management, the
non-executive members of the board ensure that
a culture of business ethics and conduct aimed
at sustainable long-term value creation is promoted
to underpin the group’s activities as a responsible
corporate citizen. This includes adopting values and
a code, leading by example, and monitoring
implementation to make required disclosures
on compliance and effectiveness. In this regard, the
board is responsible for group performance by steering
and providing strategic direction to the company, taking
responsibility for adopting a view on sustainable long-
term value creation and aligned strategy and plans
(which originate from management).
The board must approve the annual business plan and
budget compiled by management, for implementation
by management, taking cognisance of sustainability
aspects in long-term planning.
The board continued to allocate adequate time
to discuss strategic activities. It received regular
updates on progress towards the ambition to deliver
consolidated Ecommerce trading profit in the second
half of FY24. Further focus areas for the board were
steps to simplify the group structure, continuing the open-
ended share-repurchase programmes, effective capital
allocation and more active portfolio management. The
board advises on the strategic action items that are
defined and refined in the two-day meetings in April
2023 which result in the approval of the business plan.
These discussions included strategies for delivering
consolidated Ecommerce trading profit and deep dives
on other strategic opportunities and responsible capital
allocation. The board further reviewed and advised
on the group’s unwind of the cross-holding structure and
change in management.
For more information on the group’s strategic approach,
refer to page 17.
With a focus on sustainable long-term value creation,
the board also reviewed and advised on the group’s
ambition to set science-based targets, CSRD and Dutch
Corporate Governance Code readiness, corporate
social investment and donations, and stakeholder
engagement. We updated and enhanced multiple key
group policies, including the competition compliance,
speak up and sustainability policies.
For more information on the group’s approach
to sustainability, refer to page 46.
These objectives are reflected in the goals of executive
directors. All financial, strategic, operational and
sustainability goals are measurable and validated.
Internal controls, risk and audit
Internal control systems
Our system of internal controls aims to prevent or detect
material risks and to mitigate material adverse
consequences.
The system provides reasonable assurance on achieving
company objectives. This includes the integrity and
reliability of the annual report; safeguarding and
maintaining accountability of its assets; and to detect
fraud, potential liability, loss and material misstatements
while complying with regulations.
The directors representing Prosus on boards of entities
where the company does not have a controlling interest
seek assurance that significant risks are managed and
systems of internal control are effective.
Management, with assistance from risk and audit,
regularly reviews risks and the design and operating
effectiveness of internal controls, seeking opportunities
for improvement.
The board reviewed the effectiveness of controls on key
risks for the year ended 31 March 2024. This assurance
was obtained principally through a process
of management self-assessment, including formal
confirmation via representation letters by executive
management. Consideration was also given to other
input, including reports from risk and audit, compliance
and the risk management process. Where necessary,
programmes for corrective actions have been initiated
and progress is monitored.
While we work on continuously improving our processes
on financial reporting, no major failings have occurred
to the knowledge of the directors. As such, the directors
are of the opinion that these systems provide reasonable
assurance that the financial reporting does not contain
material inaccuracies.
Risk and audit
A central risk and audit function for the group provides
independent, objective assurance and risk support
services for the system of risk management and internal
control to help management preserve and create
sustainable value. The head of risk and audit reports
to the chair of the audit committee, with administrative
reporting to the chief financial officer.
The function’s core competency lies in risk-based
technology and business process assurance work.
Through its specialised cybersecurity team, risk and audit
also supports our businesses in continuously enhancing
their technology and cyber-capabilities to ensure resilient
and secure platforms in the face of evolving cyber-risks.
The risk and audit function operates in conformance
with the international professional practice framework
of the Institute of Internal Auditors and, in line with these,
submits itself regularly to an external quality review.
Among other aspects, risk and audit is responsible for
providing a statement annually on the effectiveness
of the group’s governance, risk management and control
processes to the board of directors, and to the audit
committee specifically, of the results of its review
of financial controls.
Non-audit services
The group’s policy on non-audit services provides
guidelines on dealing with audit, audit-related, tax and
other non-audit services that may be provided by the
independent auditor to group entities. It also sets out
services that may not be performed by this auditor.
The audit committee preapproves audit and non-audit
services to ensure these do not impair the auditor’s
independence and comply with legislation. Our guiding
principles protect audit independence by limiting services
where the auditor:
›
functions in the role of management of the company, or
›
audits its own work, or
›
provides services that are prohibited under applicable
independence standards, or
›
serves in an advocacy role for the company.
Relations with shareholders and
investors
Investor relations
Prosus’ investor relations policy (refer to
www.prosus.com/
the-group/policies
) describes the principles and practices
applied in interacting with shareholders and investors.
Prosus is committed to providing timely and transparent
information on corporate strategies and financial data
to the investing public. In addition, we consider the
demand for transparency and accountability in our non-
financial (or sustainability) performance. We recognise
that this performance is based on the group’s risk profile
and strategy, which includes non-financial risks and
opportunities.
The company manages communications with its key
financial audiences, including institutional shareholders
and financial (debt and equity) analysts, through
a dedicated investor relations unit. Presentations and
conference calls take place after publishing interim
and full-year results.
A broad range of public communication channels
(including stock exchange news services, corporate
websites, press agencies, news wires and news
distribution service providers) are used to disseminate
news releases. These channels are supplemented
by direct communication via email, conference calls,
group presentations and one-on-one meetings. Our policy
is not to provide forward-looking information. Prosus also
complies with legislation and stock exchange rules
on forward-looking statements.
4 / 79
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Overview of governance
Closed periods
Prosus would typically be in a closed period from the day after the end of a reporting period
(30 September or 31 March) until releasing results.
General investor interaction during this time is limited to discussions on strategy and/or
historical, publicly available information.
Analyst reports
To enhance the quantity and quality of research, Prosus maintains working relationships
with stockbrokers, investment banks and credit-rating agencies – irrespective of their views
or recommendations on the group.
Prosus may review an analyst’s report or earnings model for factual accuracy of information
in the public domain but, in line with regulations and group policy, we do not provide
guidance or forecasts.
The board encourages shareholders to attend the annual general meeting where they
have the opportunity to put questions to the board, management and chairs of the various
committees.
The company’s website provides the latest and historical financial and other information,
including financial reports.
The board and its committees
Attendance at meetings
Directors
1
Board (fixed
meetings)
Board
3
(ad hoc
meetings)
Audit
committee
Risk
committee
Sustainability
committee
Nominations
committee
Human resources
and remuneration
committee
Koos Bekker
4*
1
3
5
Hendrik du Toit
4
1
3
Sharmistha Dubey
4
1
5
Craig Enenstein
4
1
3
5*
Manisha Girotra
3
1
5
Rachel Jafta
4
1
5
2
3*
Angelien Kemna
4
1
5
5
Nolo Letele
4
1
2
Debra Meyer
4
1
2*
Roberto Oliveira de Lima
4
1
3
5
Steve Pacak
4
1
5*
5*
Basil Sgourdos
4
–
5
2^
Mark Sorour
4
1
Cobus Stofberg
4
1
2
Bob van Dijk
2
3
–
3
1
Ying Xu
4
1
4
1
5
5
2
3
5
* Chair
^ Alternate to group chief executive
1 The projects committee did not hold any meetings in FY24.
2
Resigned as chief executive and member of the board with effect from 18 September 2023.
3 Only non-executive members were invited to attend.
98%
board meeting
attendance
40%
of directors are female, while
43%
of non-executives are female
80%
of directors are
independent
4 / 80
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Years of service
1
1
1
3
8
1
One
year
Less than
a year
Three
years
Four
years
Two
years
More than
four years
Male
Female
10
8
6
4
2
0
Director nationality
South African
American
9
2
1
1
1
Dutch
Brazil
Indian
1
Chinese
Director classification
Chair
Independent
non-executive
director
6%
80%
7%
7%
Non-executive director
Executive director
Gender diversity
10
2
5
6
9
2
8
2
6
8
1
6
2022
2021
2023
2024
Executive directors (males)
Non-executive directors (males)
Female
12
10
8
6
4
2
0
The board and its committees
Appointment and dismissal
Directors are appointed at the annual general meeting, as either
executive or non-executive directors.
Each non-executive director will be appointed for a term of not more
than three (3) years.
The board may nominate one or more candidates for each vacancy.
A resolution of the annual general meeting to appoint a director,
other than in accordance with a nomination by the board, may only
be adopted by an absolute majority of the votes cast by shareholders
representing more than one-third of the issued capital of Prosus.
A director may be removed at the annual general meeting at any time,
subject to the applicable laws and regulations. A resolution to suspend
or remove a director, other than on the proposal of the board, may
only be adopted at the annual general meeting with an absolute
majority of the votes cast, representing more than one-third of the
issued capital of Prosus.
Composition
Details of directors at 31 March 2024 are set out on pages 10 and 11.
Prosus has a unitary board, which provides oversight and control.
The board charter sets out the division of responsibilities. The majority
of board members are independent non-executive directors and
independent of management.
To ensure that no one individual has unfettered powers of decision-
making and authority, the roles of chair and chief executive are
separate.
As required, Prosus regularly assesses the independence of non-
executive directors for purposes of the Dutch Corporate Governance
Code, considering all relevant facts (including whether or not the
protection structure has been activated). A director’s independence
for purposes of the Dutch Corporate Governance Code may not
necessarily correspond with their independence for purposes of the
South African King Code, which provides different criteria for
determining independence.
Although Prosus deviates from best-practice provisions 2.1.9 and
5.1.3 of the Dutch Corporate Governance Code, the board is of the
opinion that the chair’s experience and industry knowledge benefit
Prosus and its shareholders and outweigh any perceived disadvantage
of non-independence. The board believes that it is in the best interests
of the group and its shareholders that the governance structures of
Naspers and Prosus mirror each other.
Diversity and inclusion
The board diversity and inclusion policy addresses requirements in the
Dutch Corporate Governance Code for all listed companies to have
a policy on how they address gender diversity and other diversity
elements at board level. The board is satisfied that its composition
reflects the appropriate mix of knowledge, skills, experience, diversity
and independence.
As set out in the board diversity and inclusion policy, the board aims
to achieve at least one-third female (and male) representation. Over
the past three years, all new appointments to the board have been
women, keeping female representation of non-executive directors
above one-third at 31 March 2024 at 43% (FY23: 43%). This
demonstrates the board’s ongoing commitment to transformation
in line with its related policy. At 31 March 2024, the group has one
executive director who is male. As noted in deviations from the Dutch
Corporate Governance Code, his appointment period is indefinite.
The group is looking for opportunities to strengthen gender diversity
at the executive-director level to 50% female representation by 2032,
taking into account required skills and experience. Following the
resignation of Bob van Dijk, Ervin Tu assumed the role of interim chief
executive of the group. Fabricio Bloisi will be appointed as Naspers
and Prosus chief executive with effect from 10 July 2024.
For more information on the appointment process, refer to page 9.
The group recognises and embraces the benefits of having a diverse
board and views diversity at board level as an essential element
in maintaining a competitive advantage. A diverse board will include
and make good use of differences in the skills, geographical and
industry experience, background, race, gender and other distinctions
between its members.
These differences will be considered in determining the optimum
composition of the board and, when possible, will be balanced
appropriately. All board appointments are made on merit, in the
context of skills, experience, diversity, independence and knowledge,
that the board as a whole requires to be effective.
The nominations committee reviews and assesses board composition
on behalf of the board and recommends the appointment of new
directors. This committee also oversees the annual review of board
effectiveness.
4 / 81
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
The board and its committees
The dignity-at-work policy sets out the group’s approach
to diversity and inclusion. We strive to create a workplace
where teamwork and mutual trust are promoted and
where employees are treated with dignity and respect.
We are committed to providing a respectful, safe and
secure environment that is free from all forms of
harassment, and we expect everyone to behave and act
in a way that is consistent with this commitment. We are
focused on enhancing our esprit de corps following the
cost-cutting initiatives in FY23. The group has achieved
a 86% favourable response to the question ‘I feel
respected at my company’ in the annual engagement
survey (FY23: 87%).
Senior management comprises 39% (FY23: 37%) female
and 61% (FY23: 63%) male. In line with the board diversity
policy, the board aims to achieve at least 40% female
(and male) representation at a senior management level
by FY26. We closely track gender diversity at every stage
of our recruitment process and there is an upward trend
in hiring women in senior management roles across the
group.
Roles and responsibilities
The board
The board is responsible for the continuity of the
company and its affiliated enterprises. The board focuses
on long-term value creation by the company and its
affiliated enterprises and considers the stakeholder
interests that are relevant in this context.
The board serves as the focal point and custodian
of corporate governance and is responsible for the
corporate governance of the company, including:
›
Determining what business we are building, what
we offer users and key objectives
›
Ensuring and monitoring that a culture of business
ethics and conduct aimed at long-term value creation
is promoted to underpin the group’s activities
as a responsible corporate citizen. This includes
adopting values and a code, leading by example,
and monitoring implementation to make the required
disclosures on incorporation, compliance and
effectiveness.
Bob van Dijk resigned as chief executive and member
of the board with effect from 18 September 2023. Ervin
Tu assumed the role as interim chief executive of the
group. The interim chief executive has no professional
commitments outside the group.
Recently, the board concluded a very extensive process
in choosing the newly appointed chief executive, Fabricio
Bloisi. Fabricio Bloisi will join the Naspers board as an
executive director on 10 July and the Prosus board
following the AGM in August 2024, subject to shareholder
approval.
Following his appointment to the board, he will also
be appointed to the risk committee, the sustainability
committee and the projects committee.
Succession planning for the chief executive is considered
annually. The functions and responsibilities of the chief
executive are set out in the board charter and include:
›
Developing the company’s strategy for consideration,
determination and approval by the board
›
Developing and recommending to the board yearly
business plans and budgets that support the company’s
long-term strategy
›
Monitoring and reporting to the board on the
performance of the company.
Financial director/group CFO
Basil Sgourdos acts as the group’s financial director/CFO.
He was appointed to this position on 1 July 2014.
The audit committee annually reviews his expertise
and experience and has satisfied itself that he has
appropriate expertise and experience. In addition, the
committee has satisfied itself that the composition,
experience and skill set of the finance function, managed
by the financial director/CFO, met the group’s
requirements.
Based on an assessment performed annually, the audit
committee and the board are of the opinion that the
finance function, as well as the financial director/CFO,
is effective.
Lead independent director
Hendrik du Toit was appointed to act as lead
independent director in all matters where there
may be an actual or perceived conflict.
The responsibilities of the lead independent director
are set out in the board charter and include:
›
Dealing with shareholders’ concerns that contact
through normal channels has failed to resolve,
or where such contact is inappropriate
›
Strengthening independence of the board if the chair
is not an independent non-executive member
›
Chairing discussions and decision-making by the board
on matters where the chair has a conflict of interest.
Independent advice
Individual directors may, after consulting with the chair
or chief executive, seek independent professional advice,
at the expense of the company, on any matter connected
with discharging their responsibilities as directors.
Company secretary
The group company secretary, Lynelle Bagwandeen,
and David Tudor, group general counsel (and legal
compliance officer), are responsible for guiding the
board in discharging its regulatory responsibilities.
Directors have unlimited access to the advice and
services of these persons noted above whose functions
and responsibilities include (as appropriate):
›
Playing a pivotal role in the company’s corporate
governance and ensuring that, in line with pertinent
laws, the proceedings and affairs of the board, the
company and, where appropriate, shareholders are
properly administered
›
Monitoring directors’ dealings in securities and ensuring
adherence to closed periods
›
Attending all board and committee meetings.
The performance and independence of the company
secretary are evaluated annually.
The board has determined that the company secretary
has the requisite competence, knowledge and experience
to carry out the duties of a secretary of a public company
The board acknowledges that the group’s core purpose,
its risks and opportunities, strategy, business model,
performance and sustainable development are all
inseparable elements of the value-creation process.
In this regard, the board is responsible for group
performance by steering and providing strategic direction
to the company and ongoing oversight of the
implementation of the strategy and business plan.
A charter setting out the board’s responsibilities
is available on
www.prosus.com/the-group/policies
.
The chair
The chair, Koos Bekker, is a non-independent non-
executive director. He was previously an executive
director of the company.
The responsibilities of the chair are set out in the board
charter and include:
›
Providing overall leadership to the board without
limiting the principle of collective responsibility for
board decisions, while being aware of individual
duties of board members
›
Ensuring a culture of openness and accountability
on the board
›
In conjunction with the chief executive, representing
the board in communicating with shareholders, other
stakeholders and, indirectly, the general public
›
Monitoring how the board works together and how
individual directors perform and interact at meetings.
The chair meets with directors annually to evaluate their
performance.
The chief executive
The chief executive (currently interim chief executive)
reports to the board and is responsible for the day-to-day
business of the group and implementing policies and
strategies approved by the board. Chief executive officers
of the various businesses assist him in this task. Board
authority conferred on management is delegated through
the chief executive against approved authority levels. The
board is satisfied that the delegation-of-authority
framework contributes to role clarity and the effective
exercise of authority and responsibilities.
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Governance
Financial statements
Other information
The board and its committees
and has an arm’s length relationship with the board.
The board is satisfied that arrangements for providing
corporate governance services are effective.
Board meetings and attendance
The board meets at least four times per year or more
as required.
The projects committee attends to matters that cannot
wait for the next scheduled meeting. Non-executive
directors meet at least once annually without the chief
executive, chief financial officer and chair present
to discuss the performance of these individuals.
The company secretary acts as secretary to the board
and its committees and attends all meetings.
Board rotation
All non-executive directors are subject to retirement and
re-election by shareholders every three years. A director’s
term of office will lapse in accordance with the rotation
schedule drawn up by the board.
The group CFO does not have a fixed appointment term.
Fabricio Bloisi, Bob van Dijk’s successor, has been
appointed for a fixed term of four years from
10 July 2024.
The board rotation plan can be found on
www.prosus.com/the-group/policies
.
Indemnification
The articles of association include provisions on the
indemnification of current and former directors against
liabilities, claims, judgments, fines and penalties (claims)
incurred by such director as a result of any expected,
pending or completed action, investigation or other
proceeding, whether civil, criminal or administrative, of or
initiated by any party other than Prosus itself or a group
company, in relation to any acts or omissions in or
related to their capacity as an indemnified person.
However, there will be no entitlement to reimbursement
if the act or failure to act of the person concerned may
be characterised as willful misconduct
(opzet)
or
intentionally recklessness
(bewuste roekeloosheid)
.
The company has also taken out directors and officers
liability insurance for the people concerned.
Board committees
While the whole board remains accountable for our
performance and affairs, it delegates to committees and
management certain functions to assist it to properly
discharge its duties. Appropriate structures for those
delegations are in place, accompanied by monitoring
and reporting systems to ensure integrated thinking.
The board has constituted six committees from among
the directors to assist in discharging its duties: audit; risk;
sustainability; nominations; human resources and
remuneration; and projects.
Each committee acts within agreed, written terms
of reference. The chair of each committee reports
to the board following each committee meeting.
The terms of reference of each board committee can
be found on
www.prosus.com/the-group/policies.
The chairs of the audit, risk, sustainability, human
resources and remuneration, and nominations committees
are non-executive directors. They are required to attend
annual general meetings to answer questions.
The established board committees in operation during
the financial year are set out on the following pages. The
names of members in office for the financial year, and
details of committee meetings attended by each
member, are shown in the table on page 80.
Audit committee
The audit committee seeks to support the board
in assessing the integrity of the group’s financial reporting
and by providing constructive challenges and oversight
of the group’s activities and its audit functions.
It comprises a majority of independent non-executive
directors and is chaired by Steve Pacak, an independent
director.
Risk committee
The risk committee assists the board to discharge its
responsibilities for the governance of risk through formal
processes, including an enterprise-wide risk management
process and system. It is chaired by Steve Pacak.
Sustainability committee
The primary objective of the sustainability committee
is overseeing and reporting on business ethics and
sustainability, taking into account best practice, specific
requirements of regulators and environmental, social and
governance reporting standards and frameworks. It also
assists the board to develop and supervise the
implementation of a long-term value-creation strategy,
by bringing to the board’s attention relevant sustainability
matters.
The committee comprises a majority of independent non-
executive directors, the chief executive and chief financial
officer (alternate member). It is chaired by Debra Meyer,
an independent director.
Nominations committee
The nominations committee assists the board
to determine and regularly review the size, structure,
composition and effectiveness of the board and its
committees, in the context of the company’s strategy.
The committee comprises a minimum of three non-
executive directors, the majority of whom are independent.
It is chaired by Rachel Jafta, an independent director.
Human resources and remuneration
committee
The main objective of this committee is to fulfil the
board’s responsibility for the strategic human resources
issues of the group, particularly focusing on the
appointment, remuneration and succession of the most
senior executives. The committee comprises a majority
of independent non-executive directors. It is chaired
by Craig Enenstein, an independent director.
Projects committee
The projects committee is an ad hoc entity acting
on behalf of the board in managing urgent issues when
the board is not in session, subject to statutory limits and
the board’s limitations on delegation. The majority of the
projects committee are non-executive directors. It is
chaired by Koos Bekker, chair of the board.
Evaluation
The nominations committee carries out the evaluation
process, which is not externally facilitated. The group will
deviate from best practice 2.2.6 of the Dutch Corporate
Governance Code as it believes that the current
evaluation processes are sufficient for the group.
As part of the review, the performance of the board and
its committees, as well as the performance of the chair
of the board, is considered against their respective
mandates in terms of the board charter and charters
of its committees. The committees perform self-
evaluations against their charters for consideration
by the nominations committee and board.
For the FY24 annual formal inhouse self-assessment, the
performance of each director was evaluated by the other
board members, using an evaluation questionnaire. The
chair of the board discussed the results with each director
and agreed on any training needs or areas requiring
attention by that director. Where directors’ performances
are not considered satisfactory, the board will not
recommend their re-election.
A consolidated summary of the evaluation was reported
to and discussed by the board, including any actions
required. The lead independent director leads the
discussion on the performance of the chair, with reference
to the results of the evaluation questionnaire, and
provides feedback to the chair.
The board is satisfied that the evaluation process
improves its performance and effectiveness.
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
The board and its committees
The formal annual evaluation process showed that the
board and its committees had functioned well and
discharged their duties as per mandates in their charters.
The results of the board evaluation indicated that board
members, collectively and individually, effectively
discharged their governance roles. There were
no remedial actions identified.
Induction and development
An induction programme is held for new members
of the board and key committees, tailored to the needs
of individual appointees. This involves industry and
company-specific orientation, such as meetings with
senior management to facilitate an understanding
of operations. Board members are exposed to the main
markets in which the group operates as well as relevant
evolving trends in technology and business models.
The company secretary assists the chair with the induction
and orientation of directors and arranges specific training
if required.
The company will continue with directors’ development
and training to build on expertise and develop
an understanding of the businesses and main markets
in which the group operates.
Conflicts of interest
Potential conflicts are appropriately managed to ensure
candidates and existing directors have no conflicting
interests between their obligations to the company
and their personal interests. All directors are required
to declare personal interests annually. Declaration
of directors’ interests is a standing item on the board’s
agenda. Directors who believe there may be a conflict
of interest on a matter must advise the company
secretary and are recused from the deliberation and
decision-making process. Directors must also adhere
to a policy on trading in securities of the company.
If the conflict of interest concerns all directors, the
declaration must be made to the annual general meeting
as well. We confirm that there have been no conflicts
of interests that need to be reported at this time.
In addition, there have been no transactions with
shareholders that need to be disclosed.
There have not been material transactions
in FY24 between any member of the board or with
Naspers that involved any conflicts of interests, or any
transactions that would be considered related party
transactions in the meaning of Dutch law.
Best-practice provisions 2.7.3, 2.7.4 and 2.7.5 of the Dutch
Corporate Governance Code have been complied with.
Related party transactions
In the course of its ordinary business activities, the
group’s members regularly enter into agreements with
other companies in the group. These agreements mainly
relate to rendering intragroup services, such as providing
support services in the areas of artificial intelligence and
machine learning, mobile, accounting, internal audit and
risk, legal, mergers and acquisitions, company secretarial,
data privacy, share scheme administration, human
resources, tax, information technology, communications,
software and treasury. Prosus believes that all
transactions with subsidiaries, associates and joint
ventures are negotiated and executed on an arm’s length
basis and that the terms of these transactions are
comparable to those contracted with unrelated third-party
suppliers and service providers.
To protect relevant stakeholders’ interests, the audit
committee monitors all related party transactions and,
depending on the size of the transaction, may be
required to give approval to these transactions,
or refer matters above certain thresholds to the board
for approval. Naspers and Prosus have also undergone
a cost-allocation exercise. This will ensure that both
companies’ interests are adequately protected.
Refer to note 42 ‘Related party transactions and
balances’ on page 181 of the consolidated financial
statements, which sets out the details of all related party
transactions and balances.
Discharge of responsibilities
The board is satisfied that the committees properly
discharged their responsibilities over the past year.
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Audit committee
Members
Capacity
Attendance at meetings
SJZ Pacak (chair)
Independent non-executive
5
M Girotra
Independent non-executive
5
AGZ Kemna
Independent non-executive
5
S Dubey
Independent non-executive
5
Mandate
The committee primarily oversees the integrity of the
company’s financial reporting, monitors the quality
and integrity of its financial statements, reviews the
company’s internal controls and risk management.
Key focus areas during the year
During the financial year, the committee focused on:
›
Considering the appointment of external auditors and
monitoring the transition for rotating external audit
firms from PwC to Deloitte
›
Relations with, and compliance with recommendations
and follow-up of comments by the internal and
external auditors and any other external party
involved in auditing sustainability reporting
›
Continuously evaluating internal financial reporting
controls
›
Considering group tax matters
›
Evaluating the integrity and effectiveness of financial
and non-financial reporting
›
Considering the group’s impairment assessments
›
Reviewing going-concern assumptions, solvency and
liquidity testing and the proposed dividend
consideration
›
Assessing the impact of changes to accounting
standards
›
Assessing the suitability of the finance function,
internal auditors and external auditors
›
Ensuring group reporting meets the Dutch Civil Code
(Burgerlijk Wetboek)
and the Financial Supervision Act
(Wet op het Financieel Toezicht)
requirements
as supervised by the Authority for the Financial Markets
(AFM) and, to the extent required, the JSE Listings
Requirements
›
Amending practices, to the extent necessary, to align
with the Dutch Corporate Governance Code
2022 recommendations.
Key focus areas going forward
The committee’s key focus for FY25 includes:
›
Assessing the impact of changes to accounting standards
›
Ensuring group reporting is in accordance with Dutch
corporate and securities law, including the Dutch Civil
Code
(Burgerlijk Wetboek)
and the Financial Supervision
Act
(Wet op het Financieel Toezicht)
›
Ensuring the group is able to report against the
requirements set out in CSRD
›
Focusing regularly on the group’s working-capital
requirements and ensuring the group and its subsidiaries
continue to operate as going concerns
›
Reviewing and monitoring accounting for potential
mergers, acquisitions and disposals and the conduct
of impairment tests.
Steve Pacak
Chair: Audit committee
22 June 2024
Risk committee
Members
Capacity
Attendance at meetings
SJZ Pacak (chair)
Independent non-executive
5
RCC Jafta
Independent non-executive
5
AGZ Kemna
Independent non-executive
5
V Sgourdos
Executive
5
B van Dijk
1
Executive
3
1 Resigned 18 September 2023.
Mandate
The committee assists the board in its oversight of the
management of risk and risk governance in the group.
In addition, the PayU risk advisory committee reports
to this committee to ensure PayU management receives
external independent advice and acts as an independent
guardian to the risk committee on PayU-related matters.
Key focus areas during the year
›
Recognising material risks to which the group
is exposed and ensuring that the culture, policies and
systems are implemented and functioning effectively
›
Implementing and monitoring the processes of risk
management and for integrating this into day-to-day
activities
›
Ensuring risks are adequately identified, evaluated and
managed at the appropriate level in each business,
and that their individual and joint impact on the group
is considered via the enterprise-wide risk management
process
›
Monitoring the business insurance profile and insurance
claims in progress
›
Particularly focusing on data privacy, cybersecurity,
sustainability, tax and IP.
Details of how we manage, govern and monitor
information and technology, and compliance appear
on pages 60 and 61.
Details of how risk, compliance, and information and
technology are managed to result in the objectives
recommended by the Dutch Corporate Governance
Code are explained on page 76.
Key focus areas going forward
An ongoing focus on managing changes in the risk
environment, particularly for legal compliance, tax,
sustainability and information, as well as technology-
related risks such as cybersecurity, data privacy
(specifically the implementation of the EU’s General
Data Protection Regulation) and use of data-driven
technologies.
Steve Pacak
Chair: Risk committee
22 June 2024
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Group overview
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Governance
Financial statements
Other information
Sustainability committee
Members
Capacity
Attendance at meetings
D Meyer (chair)
Independent non-executive
2
RCC Jafta
Independent non-executive
2
FLN Letele
Independent non-executive
2
V Sgourdos (alternate)
Executive
2
JDT Stofberg
Independent non-executive
2
B van Dijk
1
Executive
1
Y Xu
2
Independent non-executive
0
1 Resigned 18 September 2023.
2 Appointed 25 April 2024.
Mandate
The committee has oversight of and reports
on organisational ethics, responsible corporate
citizenship, sustainable development and stakeholder
relationships. It assists the board in developing and
supervising the implementation of a long-term value-
creation strategy by bringing to the board’s attention
relevant sustainability matters (including those matters
recommended by the Dutch Corporate Governance Code
2022) and other relevant stakeholder interests.
Key focus areas during the year
›
Stakeholder interests and relevant sustainability aspects
and matters relating to business ethics and culture and
the speak up policy
›
Skills and other programmes aimed at the educational
development of employees
›
Employment philosophy and how it is founded
on promoting equality and preventing unfair
discrimination
›
Labour practices and policies, and how these compare
to the International Labour Organization on decent
working conditions
›
Corporate social investment programmes, including
details of donations and charitable giving
›
The progress of addressing the principles of the
UN Global Compact and OECD guidelines
Nominations committee
Members
Capacity
Attendance at meetings
RCC Jafta (chair)
Independent non-executive
3
JP Bekker
Non-executive
3
HJ du Toit
Independent non-executive
3
CL Enenstein
Independent non-executive
3
R Oliveira de Lima
Independent non-executive
3
Mandate
The committee assists the board in ensuring effective
performance of the board, its committees and directors.
It reviews the composition of the board and its
committees and recommends suitable candidates to fill
vacancies in these governance structures, and reviews
continuous development programmes for directors.
Key focus areas during the year
›
Evaluating the board composition to ensure
it appropriately reflects the required skill set and
diversity in accordance with the board diversity policy
›
Assessing the composition of the board to execute its
duties effectively
›
Assessing the impact of newly enacted gender-diversity
legislation in the Netherlands
›
Assessing the effectiveness of the board, its members
and committees through a board-evaluation process
›
Evaluating the performance and independence of the
company secretary.
›
Consumer relationships, including the company’s
advertising, public relations and compliance with
consumer protection laws
›
CSRD readiness.
Key focus areas going forward
The committee recognises that areas in its mandate
are evolving and that management’s responses will
also adapt to changes in the ESG agenda.
Legislation on ESG matters is rapidly developing.
Particular attention will be paid to the group’s journey
to compliance with the evolving ESG legislative
landscape.
Management will continue to improve techniques in how
it reports to the committee on responsible corporate
citizenship and sustainability, using ever-evolving
legislation and the United Nations Sustainable
Development Goals (UN SDGs). Accordingly, the group
will continue to enhance the way it reports on corporate
citizenship and sustainability to its stakeholders in the
annual report.
Debra Meyer
Chair: Sustainability committee
22 June 2024
Key areas of focus going forward
Focus areas for the committee going forward will include:
›
Assessing the composition of the board to execute its
duties effectively
›
Evaluating the board, including structure, size,
composition, balance of skills, experience and diversity
of the board and its committees.
Rachel Jafta
Chair: Nominations committee
22 June 2024
Committee reports
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Human resources and remuneration committee
Members
Capacity
Attendance at meetings
CL Enenstein (chair)
Independent non-executive
5
JP Bekker
Non-executive
5
R Oliveira de Lima
Independent non-executive
5
Mandate
The committee assists the board in ensuring remuneration policies and practices are aligned to the company’s objectives for value creation and benchmarked to ensure fairness and
competitiveness in remunerating employees to attract and retain key talent and critical skills required to deliver business goals and results.
Key focus areas during the year
Refer to the remuneration report. We set out below
the process through which the committee makes
executive pay decisions:
Key focus areas going forward
Key focus areas for the year ahead include:
›
Continued engagement with shareholders
on remuneration topics
›
Ongoing monitoring of market developments
to ensure our remuneration structure allows us to
compete globally for talent and that our offering
is compelling, fair and responsible
›
Achieving an appropriate mix of longer-term
incentives, including those to which explicit
performance conditions are attached.
Remuneration report
Having achieved its objectives for the financial
year, the committee sets out remuneration
disclosure in the remuneration report, comprising
our overarching remuneration policy for executive
directors and non-executive directors, and
commentary on how it has been implemented
during the year. The remuneration report
is prepared in accordance with the requirements
of Dutch Corporate Governance Code and
Dutch law. It is divided into three sections
(background statement, remuneration policy
and implementation) and is detailed on
pages 88 to 105.
Craig Enenstein
Chair: Human resources and remuneration
committee
22 June 2024
Making executive pay decisions
Pay for performance
Achieve the business plan
Attracting and retaining talent
Fair, responsible, consistent
Shareholder alignment
Longer term
Market situation – benchmarking
Individual
performance
as per STI
Business
performance
Willis Towers Watson (WTW)
data high-tech sector and
general industry
AON Radford data high-tech
sector
Peer group
Scenario analysis
When making executive pay decisions,
we consider the individual’s
performance and the performance
of the business.
We partner with local data providers in the countries in which we
operate and with these two global providers of benchmarking
information. Survey coverage is specifically strong in the US,
Western Europe and in high-growth markets. We access its
general industry and high-tech surveys, including media and
technology.
Where appropriate and available,
we look at publicly disclosed data
that are more or less comparable
in the ecommerce, consumer
internet, food-delivery and social
media sector.
The committee undertakes a
thorough assessment to ensure that
targets on variable incentives are
sufficiently stretched in the context
of potential remuneration delivered,
and applies judgement so that the
remuneration policy continues to
achieve its objectives of aligning
pay with the long-term performance
of Prosus and shareholder
outcomes.
Committee deliberation
Pay decision
OUR PAY
PRINCIPLES
INPUTS
OUTPUTS
Committee reports
4 / 87
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Remuneration report
Dear shareholder
I am pleased to present the remuneration report for FY24,
which includes current remuneration policies for the board
as approved by shareholders in August 2022 with 87.89%
of the votes, and which describes how the policies have
been put into practice in FY24.
The remuneration policy supports business strategy,
shareholder alignment and paying for performance,
competitively and fairly. The remuneration policy and
underlying principles support our long-term sustainable
business growth in the diverse markets in which
we operate. The perspective and input of our stakeholders
are considered in establishing and implementing the
remuneration policy.
Business performance
On a consolidated basis, total revenue from continuing
operations increased by US$520m, or 11% (19%), from
US$4.9bn in the prior period to US$5.5bn. This was
primarily due to strong revenue growth in Classifieds and
Food Delivery. Consolidated trading loss of US$118m
reflects a sizeable US$468m year-on-year (YoY)
improvement. We have been particularly active
in managing our businesses to remain on track to deliver
against our published financial commitments. In addition,
we have made uncompromising decisions on capital
allocation, including reallocating capital away from those
companies with no clear path to profitability, recognising
that growth is still essential.
The group’s free cash outflow was US$422m, a sizeable
YoY improvement. Tencent remains a meaningful
contributor to cash flow via a stable dividend of US$759m.
Feedback received from our
shareholders
The group is committed to ongoing dialogue with
shareholders and seeks their views in an annual
remuneration roadshow. Overall, shareholders are supportive
of the designed compensation packages for our executive
directors as transparent and aligned with the performance
of the business and shareholders’ outcomes.
However, during last year’s roadshow, some shareholders
raised some concerns including the continuation of the
discount-linked incentive and the complexity of long-term
incentive plans lacking publicly available performance
conditions that can be independently tracked. There was a discussion
and different shareholder views on whether management should be
incentivised including Tencent versus the performance of the Ecommerce
portfolio, excluding Tencent.
Furthermore, some shareholders expressed concern that the
performance threshold for PSUs vesting was low and suggested
to include some type of floor. Lastly, some shareholders requested
more transparency on the Ecommerce valuation process or reliance
on market data as opposed to a third-party valuation process.
How we have addressed this feedback
In line with shareholder feedback, over the past few years, we have
made the following changes to our compensation programmes:
›
Linked executive compensation to discount reduction by introducing
a specific discount-linked STI KPI in FY22 to ensure focus on the
material reduction of the discount to net asset value
›
Introduced performance stock units (PSUs) with a clear
performance condition
›
Enhanced disclosure on STIs and LTIs, in particular, disclosing
the performance peers and metrics for PSUs and adding
disclosure on how payout decisions in STIs are determined,
and retrospectively disclosing STI targets
›
Enhanced disclosure on the Ecommerce portfolio valuation
›
Since FY20, embedded sustainability outcomes, linking
sustainability targets to STIs
›
Shortened the expiration period of SARs from 10 years to six years.
In FY24, we carefully considered shareholder feedback and took the
following steps:
›
In April 2024, we have included a specific discount-linked STI KPI
for the CFO, to ensure focus on the material reduction of the
discount to net asset value is maintained
›
The Naspers/Prosus PSU plans were reviewed against the context
of external market and technology-specific industry data on PSU
design, performance measurements and associated payouts.
The committee approved the updated peer group, broadening
the performance benchmark beyond industry peers and further
aligning executive pay with long-term shareholder interests
›
For PSUs, the committee approved our adjustment to the payment
threshold from 25% to 30% for future awards in existing plans
›
Some simplification of the LTI disclosure.
We aim to attract,
motivate and retain
the best people
to create sustainable
shareholder value.
Craig Enenstein
Chair:
Human resources and
remuneration committee
Members of the committee
›
CL Enenstein (chair)
›
JP Bekker
›
R Oliveira de Lima
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Remuneration report
Executive director remuneration
To incentivise long-term value creation, growth and
shareholder alignment, we continued with a similar
remuneration structure to prior years, with a strong focus
on variable compensation linked to long-term business
growth and performance.
On 18 September 2023, Bob van Dijk stepped down
as chief executive as well as his position on the boards
of Naspers and Prosus. He agreed to assist with the
transition after this date, remaining as a consultant to the
group until 30 September 2024. Ervin Tu assumed the role
of interim chief executive of Naspers and Prosus. Ervin’s
remuneration is not included separately in this report due
to the interim nature of his appointment.
After an extensive process, Fabricio Bloisi was appointed
chief executive effective 10 July 2024. Details of his
package will be published on the website. Ervin Tu will
continue to play a critical role as president and CIO.
Details of Bob’s severance package are disclosed
on page 96.
Looking forward to the
year ahead
We welcome shareholder feedback and will
continue to incorporate shareholder views
in our remuneration policy and plans.
Craig Enenstein
Chair: Human resources and remuneration committee
22 June 2024
›
Reflecting business performance in FY24 remuneration decisions
›
Defining a variable incentive mix aligned to the strategy and
value creation
›
Setting annual short-term incentive (STI) targets, including sustainability
goals that are measurable, sufficiently stretched and linked to the
group’s strategy
›
Improving disclosure on executive remuneration in the annual report,
for greater transparency
›
Continuing engagement with shareholders on remuneration topics
and making design adjustments in response, where appropriate
›
Monitoring market developments continually to ensure our remuneration
structure allows us to compete globally for talent, and that our offering
is compelling, fair and responsible.
Key focus areas during the year
In compliance with article 2:135b of the Dutch Civil Code, the European
Shareholder Rights Directive (SRD II) and the Dutch Corporate
Governance Code, this report is split into the following sections:
›
Background and policy: A detailed view of our approach
to remuneration and information on the components of our executive
pay packages.
Read more on page 90.
›
Implementation of remuneration policy: Sets out information on how
we implemented our policy for FY24.
Read more on page 93.
We conclude with an additional information section on
page 105.
Note:
All remuneration is presented at 100%, including the cost
apportioned to Naspers.
Structure of report
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Philosophy
Our remuneration philosophy underpins our group strategy and the achievement of our business objectives. Our commitment
to pay for performance and alignment with shareholder value creation drives all our remuneration activities and supports the
ownership mentality and spirit of entrepreneurship in our teams around the world. We believe in a level playing field for our
people across all our business operations, so we strive to pay fairly and responsibly. As much as possible, the structure
of our pay is consistent, regardless of seniority, ensuring equality of pay structures across all employees.
In the committee’s view, the remuneration policy achieved its stated objectives in the year under review.
Five key principles guide our remuneration approach
Paying for
performance
Shareholder
alignment
Achieving the
business plan
Consistency
and equality
Attracting and
retaining talent
Bigger rewards for those
who make the greatest
contribution.
Alignment with desired
shareholder outcomes.
Incentivisation of the
achievement of strategic,
operational, sustainability
and financial objectives
in the short and longer term.
Equal and transparent pay
for equal work.
Our reward systems help
us attract, engage and retain
the best talent around the
world in a fair and
responsible way.
Fair
Responsible
Equitable
Equal pay for work of equal value
Relevant
Linked to personal, team and company performance
Rational
Fairness and that we promote a diverse and inclusive
work environment and society
Independent
With oversight, top-down via the board
Managed
All employee pay decisions are properly overseen
Considered
We apply judgement, avoiding formulaic appraisals that could lead
to unacceptable outcomes
Sustainable
Remuneration designed with sustainability in mind
Ensuring pay equality is embedded in the way we work. Through regular analyses, we compare compensation levels
for groups of people performing similar jobs at similar scale companies. We conduct calibrations across the group
as a standard process before (annual) reward decisions are taken, working to close unjustified pay gaps, should they
exist. At all levels, we ensure our pay practices around the world are fair, competitive and above local minimum-
wage standards. We ensure critical benefits and protection for our entire workforce are in line with the markets
in which we operate.
Background and policy
Our competitive environment for talent
A global market for talent
We are a global rather than a Dutch company, operating in highly competitive industries and geographies. Most of our
competitors are not listed in Amsterdam. Our remuneration practices are aligned within a global technology landscape and
may differ from what is customary in the Dutch context. Executive talent comes from global leading listed organisations in the
consumer internet and technology sector, which forms the basis of our executive remuneration benchmarking.
Policy
In this section, we outline our remuneration policy for executive directors.
Pay for performance
Remuneration for our executive directors (CEO and CFO) comprises base salary, STI, LTI, pension and other benefits. The
approach is similar for the CEO’s other direct reports.
Our pay design links to our pay principles
Pay for
performance
Shareholder
alignment
Achieving the
business plan
Consistency
Attracting and
retaining talent
Fixed
remuneration
›
Base salary reflects contribution of the individual and market value of the role
›
Paid monthly in cash
›
May be reviewed annually; any increase typically effective from 1 April each year
›
Benefits typically include pension, medical insurance, life and disability insurance.
STI* –
Annual
performance-
related
incentive
›
Discretionary annual performance-related incentive with performance measures tailored to the executives’ roles and responsibilities
›
Sustainability goals are set for the short and longer term
›
Target and maximum bonus opportunities are the same (no payout for over-performance against target), and the standard STI is set at 100% of base
salary for the CEO and CFO
›
The committee thoroughly assesses whether targets are rigorous and sufficiently stretched
›
STI payout is typically below the maximum 100% opportunity
›
Any STI payout is made in cash
›
The committee has the discretion to apply judgement in making appropriate adjustments to an annual bonus
›
The committee may consider an additional cash short-term incentive, aligned to specific shareholder interests, of no more than five times the annual
fixed gross salary.
LTI* –
Performance
share units
(PSUs)
›
PSUs are designed to incentivise an increase in the value of Ecommerce businesses (excluding Tencent) and to deliver superior returns
to shareholders
›
Three-year cliff-vesting, subject to achieving the performance condition
›
Performance condition is the three-year compound annual growth rate (CAGR) of the Global Ecommerce SAR scheme, relative to a group of industry
peers
1
›
Vested PSUs are settled in shares
›
Details on page 91.
LTI* – Share
appreciation
rights (SARs)
›
SARs incentivise growth in the value of business units or an aggregation of underlying assets. See page 100 for details on the valuation process
and performance of the Ecommerce portfolio linked to the SARs plan
›
Any value upside delivered by individual businesses is offset by any value downside from other businesses. This ensures that senior executives’
remuneration is negatively affected if individual businesses do not perform
›
The change in value is measured over a four-year period to ensure focus on the longer-term delivery of shareholder value
›
Any gains are settled in cash.
LTI* – Share
options (SOs)
›
Any gains are based on the growth in share price over a four-year period
›
Performance hurdle: Value is only delivered to participants if there is an increase in the share price
›
Any gains are settled in shares.
1
At 1 April 2024 the peer group comprises Adyen N.V., Airbnb, Alphabet, Amazon, Auto Trader, Bajaj Finance, Block, Booking.com, Chewy, Coupang, Deliveroo plc., DoorDash, eBay, Etsy,
Expedia group, FSN Ecommerce (Nykaa), IAC, Just Eat Takeaway.com, LY Corporation, Match group, MercadoLibre, Meta Platforms, Ocado group, One97 Comms, PayPal, Pinterest,
Rakuten group, Sea Limited, Shopify Inc., Snap, Uber Technologies, Wayfair, Zalando SE, Zillow group and Zomato.
*
Malus and clawback provisions apply to STI and LTI.
4 / 90
Group overview
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Financial statements
Other information
Background and policy
Executive director participation in
LTI plans
The committee reviews three key elements before
determining the size of any award of PSUs, SARs or SOs:
›
Superior business performance over the executive’s
tenure, leading to value creation in the scheme and
for the shareholder
›
Strong individual performance
›
Industry benchmarking of executive compensation
in consultation with external advisers, Willis Towers
Watson and FW Cook.
LTI awards form a significant portion of total executive
compensation. They are designed to incentivise the
delivery of sustainable longer-term growth and provide
alignment with our shareholders:
›
100% of the performance of our executive directors’ LTI
is determined by the performance of the company
valuation of the underlying assets as well as other
elements and, as such, is deemed ‘at risk’
›
PSUs are linked to relative business performance and
only vest if PSU performance conditions are met and
SARs or SOs are only exercisable if the value of the
underlying assets has increased, ensuring strict
alignment with our wider stakeholder interests.
Detailed scheme rules underpin the operation and
governance by trustees of each scheme.
A blend of LTI
Our executive pay is heavily weighted towards longer-
term value creation, typically delivered via PSUs, SARs
and SOs. Each element of the LTI programme has
a distinct role in implementing a remuneration approach
that drives longer-term growth and business performance.
Our programmes are aligned with shareholder outcomes,
fair and market competitive to ensure we attract and
retain the best talent in the market (see adjacent table).
SARs
Instrument used to incentivise value creation in underlying
Ecommerce business (excluding Tencent).
A right to benefit from any increase in value of the
business. Performance hurdle is embedded, as there
is no value to be gained unless there is an increase
in value in the underlying, unlisted Ecommerce business
(excluding Tencent) between grant and vesting/exercise.
SOs
Remuneration instrument used to align with shareholders
incentivising executive management to full portfolio
(including Tencent).
A right to buy a company share at a pre-agreed price.
The performance hurdle is embedded, as there is no value
to be gained unless there is an increase in a share value
between grant and vesting/exercise. This instrument, as it
is settled in Naspers and Prosus shares, includes Tencent.
PSUs
Instrument that aligns business strategy and objectives
with executive compensation and shareholder returns.
Achievement of the performance condition is assessed
by the human resources and remuneration committee
based on the performance of the Ecommerce CAGR,
and validated by the valuations subcommittee as per
the process described on page 100.
The level of achievement relative to the performance
condition at the end of the three-year performance period
drives the number of shares that ultimately will vest:
›
At threshold: 50% of allocated shares awarded
if performance is at the 30th percentile of the
peer group
›
At target: 100% of allocated shares awarded
if performance is at the median of the peer group
›
At maximum: 200% of allocated shares awarded
if performance is at the 75th percentile of the peer group.
The PSU threshold level of achievement was set
at the 25th percentile, and has been increased to the
30th percentile as from FY25, aligned to international
best practices and considering the highly competitive
set of comparator companies
1
.
If the threshold level of performance is not achieved, no shares are awarded to the participant. If above-maximum
performance is achieved, no more than 200% of allocated shares are awarded.
The board remains committed to continuing on the journey for long-term value creation of the group. To emphasise that
intent, FY25 remuneration will be adjusted accordingly. Further details are on page 98.
Blend of LTI
PSU
Global Ecommerce SAR
SOs
Plan
characteristics
A performance share award
transferred to participants after
time restrictions have passed,
subject to the performance
condition being met.
PSUs vest in full on the third
anniversary of the grant, subject
to the performance condition
being met.
A right to benefit from any
increase in value of the business
unit over which an award
is made.
Vests over four years.
A right to buy a company
share at a pre-agreed price.
Vests over four years.
Performance
Performance is determined
against verifiable financial
results and metrics.
Embedded performance hurdle
as there is no value to be gained
unless there is an increase
in value in the underlying,
unlisted Ecommerce businesses
(excluding Tencent) between
grant and vesting/exercise.
Embedded performance
hurdle as there is no value
to be gained unless there
is an increase in share value
between grant and vesting/
exercise.
Settlement
Depending on achievement
against performance condition,
between 0% and 200%
of awarded PSUs may vest and
Prosus or Naspers
2
shares are
delivered
3
on vesting.
Gains, if any, are settled in cash.
On exercise, SOs are settled
in Naspers or Prosus
shares
2, 3
.
Focus on longer-
term value
creation
Value driven by longer-term
outcomes.
Third-party valuation driven
by longer-term projections
4
.
Market cap represents
longer-term value.
Aligned with
shareholder
interests
PSUs align business strategy,
objectives and other elements
with executive compensation
and shareholder returns.
Incentivises value creation
in underlying Ecommerce
businesses (excluding Tencent).
Aligned with shareholders,
incentivising executive
management to reduce
discount to NAV.
1
As at 1 April 2024 the peer group comprises Adyen N.V., Airbnb, Alibaba group Ltd, Alphabet, Amazon, Auto Trader, Baidu, Bajaj Finance, Bilibili, Block, Booking.com, Chewy, Coupang,
Deliveroo plc., DoorDash, eBay, Etsy, Expedia group, Exor N.V., FSN Ecommerce (Nykaa), IAC, JD.com, Just Eat Takeaway.com, Kinnevik AB, Kuaishou Technology, LY Corporation, Match group,
Meituan, MercadoLibre, Meta Platforms, NetEase, Ocado group, One97 Comms, PayPal, Pinterest, Pinduoduo, Rakuten group, Schibsted ASA, Sea Limited, Shopify Inc., Snap, SoftBank group,
Trip.com group, Uber Technologies, Vipshop Ltd, Wayfair, Zalando SE, Zillow group and Zomato.
2
The issue of PSU and SO awards, if any, will gradually be rebalanced between Prosus and Naspers shares, aligned with the free-float ownership in Prosus and Naspers.
3
Shares are purchased in the market for cash to avoid shareholder dilution as a result of the company settling its LTI award obligations.
4 See page 100 for details on the valuation process.
4 / 91
Group overview
Performance review
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Governance
Financial statements
Other information
Background and policy
Governance
Stakeholder engagement
Shareholder voting at annual general meetings
2023
(% in favour)
2022
(% in favour)
2021
(% in favour)
Remuneration report
84.89
86.48
85.00
Remuneration policy
1
n/a
87.89
83.98
Non-executive directors’ remuneration
99.42
–
–
1
In 2022 and 2021, the resolution regarding adoption of the remuneration policy of the executive and non-executive directors was put to shareholders as a single item. In 2023, no amendments
to the remuneration policy were proposed and was, therefore, not put to shareholders.
Service contracts
Executive directors’ contracts comply with terms and
conditions in the relevant local jurisdiction.
Basil Sgourdos
Date of appointment at the group
1 August 1995
Date of appointment to current
position
1 July 2014
Employer notice period
Three months
Other non-executive roles
Executive directors do not hold any board positions
outside the Prosus and Naspers groups.
Non-executive directors
The fee structure for non-executive directors has been
designed to ensure we attract, retain and appropriately
compensate a diverse and internationally experienced
board of non-executive directors, given the highly
competitive global markets in which we operate.
Non-executive directors receive an annual fee
as opposed to a fee per meeting, which recognises
their ongoing responsibility for effective control of the
company. They may also receive an additional fee
for group board committees and subsidiary boards,
to reflect additional responsibilities and associated time
commitments. Remuneration is reviewed regularly and
not linked to the company’s share price or performance.
Non-executive directors do not qualify for share
allocations under the group’s incentive schemes.
The remuneration of non-executive directors is determined
after regular benchmarking that primarily considers
international comparators in the consumer internet and
media sectors, as well as the top 10 AEX-listed and JSE-
listed companies.
Dual responsibilities
Non-executive directors receive no additional
compensation for their dual responsibilities to Naspers
and Prosus. However, the aggregate cost of their
compensation is currently allocated 70% to Prosus
and 30% to Naspers. The split was determined based
on the underlying assets and amount of time required
to sufficiently assume their dual responsibilities.
Terms of appointment
The board has procedures for appointing and orienting
directors. The nominations committee periodically
assesses skills represented on the board and determines
whether these meet the company’s needs. The board
and its committees complete annual self-evaluations.
Directors are invited to give input in identifying potential
candidates and we frequently engage the services
of a reputable search firm. Members of the nominations
committee propose suitable candidates for consideration
by the board. A fit-and-proper evaluation is performed for
each candidate.
Retirement and re-election of non-executive
directors
The governance structures of Prosus and Naspers mirror
each other in an identical one-tier board structure
of executive and non-executive directors.
All non-executive directors are subject to retirement and
re-election by shareholders every three years. The names
of non-executive directors submitted for election or re-
election are accompanied by brief biographical details
to enable shareholders to make an informed decision
on their election. The reappointment of non-executive
directors is not automatic.
Percentages included above relate to votes for
ordinary shares N, ordinary shares B and ordinary
shares A1 exercised at the annual general meeting.
We have outlined the committee’s decision process
on remuneration on page 87. A remuneration section
is included on our investor pages on our website
at
www.prosus.com
.
Post publication of the FY23 remuneration report,
the committee chair, head of investor relations, group
company secretary and head of rewards engaged with
key stakeholders on the group’s remuneration policy
and implementation report.
The primary feedback from our engagements was the
maintenance of the discount-linked incentive, reduction
of the long-term incentive plans, complexity and the
introduction of publicly available performance conditions
that can be independently tracked.
Executive directors
Recruitment policy
On appointing a new executive director, their package will
be in line with our remuneration policy and the market.
Termination policy
Executive directors’ contracts do not contain clauses that
provide a benefit on termination. Payments in lieu
of notice may be made to executive directors, comprising
salary for the unexpired portion of the notice period. Such
payments may be phased. On termination, there is no
entitlement to an annual performance-related incentive
(STI). However, the committee retains the discretion
to award a bonus to a leaver during the financial year,
considering the circumstances of their departure,
considering pro-rating for time and actual performance
achieved.
There is no entitlement to a particular severance package
in executive directors’ contracts.
Details of Bob van Dijk’s severance package are
disclosed on page 96.
Malus and clawback
Malus and clawback provisions apply to STIs and LTIs
awarded to executive directors and the CEO’s direct
reports (in line with article 135(6) and (8) of Book 2 of the
Dutch Civil Code and our remuneration policy). All or part
of the unpaid STI and unvested LTI may be modified
or cancelled. In addition, all or part of the vested LTI may
be claimed back. Malus and clawback provisions may
be invoked for certain material events, including cases
of material financial misstatement or gross misconduct
on the part of the executive director or direct reports
of the CEO.
4 / 92
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Aligning remuneration to our strategy and performance
We outline how our remuneration policy for executive directors was implemented in FY24 and how we intend to operate
it in FY25. All decisions on executive remuneration have been made in line with our remuneration policy for this financial
year and reflect our business performance.
Investing for sustainable long-term value creation
Prosus competes with tech companies of every size in the consumer internet industry worldwide. To compete
effectively, our assets need to reach scale – in user numbers and markets served – relatively quickly. For Prosus, this
translates to significant investment and support through their early loss-making years: our diverse portfolio allows
us to sustain this investment phase or divest from assets that no longer meet our stringent criteria. This is a strategic
choice as we search for entrepreneurs who can build global tech leaders addressing societal needs in high-growth
markets. At the same time, we have an obligation to shareholders who entrust their capital to Prosus to create
sustainable, long-term value through disciplined capital allocation and robust financial performance. Against
our stated goal of profitability across our core Ecommerce segment by H1 FY25, it is appropriate to incentivise
management to find the correct balance between investing for growth and competing effectively.
Compensation is substantially ‘at risk’ and longer term
The human resources and remuneration committee emphasises the importance of aligning the remuneration outcomes
of our CFO to pay for performance, shareholder value creation and long-term growth; that is why our remuneration structures
are highly ’at risk’, with a strong focus in the long term.
Remuneration mix awarded in FY24
Basil Sgourdos (%)
Annual fair value LTI
76
●
Annual fixed pay
13
●
Annual STI (target) 11
●
Implementation of remuneration policy
Business performance and remuneration outcomes
Executive directors’ remuneration versus company performance
FY24
(%)
FY23
1
(%)
FY22
(%)
FY21
(%)
FY20
6
(%)
CAGR
2
(%)
CFO remuneration
Cash
3
YoY change
(40)
98
(9)
5
13
3
LTI
4
YoY change
100
(100)
(2)
17
26
4
Company performance
Organic revenue growth
5
12
7
24
33
23
17
Organic revenue growth
6
(excluding Tencent)
17
31
50
51
32
31
Ecommerce share price growth
2
(24)
(22)
55
15
(2)
1 Includes continuing operations (excluding a portion of OLX Autos).
2 Period CAGR is between FY20 and FY24.
3
Base salary + benefits + actual bonus payout, using the currency in which the CFO (in US$) is paid. The primary reason for the FY23 increase is the inclusion of the discount-linked STI.
4
Fair value at grant, using the currency (US$) in which we grant LTIs.
5 Metric, excluding impact of foreign exchange (FX) and M&A.
6
FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.
4 / 93
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Implementation of remuneration policy
Illustrating the implementation of our remuneration policy for executive directors in FY24, the tables below show a single figure
for remuneration, as well as summarised STI and LTI.
Section 1: Chief financial officer – Basil Sgourdos
FY24 single-figure tables
LTI
1, 2
Proportion
of fixed
and
variable
remunera-
tion
(%)
Currency
Base
salary
Standard
STI
Naspers
performance
share units
(PSUs)
Prosus
performance
share units
(PSUs)
PSUs
Naspers
Global
Ecommerce
share
appreciation
rights (SARs)
Naspers
N share
options
SOs
Prosus
N share
options
SOs
SO
Naspers
PSUs
(%)
Prosus
PSUs
(%)
Naspers
SOs
(%)
Prosus
SOs
(%) Pension
Other
benefits
3
Total
remune-
ration
4
€’000
1 168
1 109
1 899
2 524
4 423
2 224
316
421
737
42.9
57.1
42.9
57.1
92
19
9 772
13/87
US$’000
1 260
1 197
2 049
2 724
4 773
2 400
341
454
795
42.9
57.1
42.9
57.1
99
20
10 544
13/87
FY24 goals and achievements
Group financial goals
5
Weighting (%)
Target
Actual results
(US$’000)
Outcome
6
Actual payout
(US$’000)
Core headline earnings (including Tencent)
30
Achieve core headline earnings at target, including
Tencent
2 139
378
Free cash flow to equity
10
Achieve free cash to equity inflow at target
375
126
Subtotal
40
504
Strategic, operational and sustainability goals
Weighting (%)
Target
Actual results
Outcome
Actual payout
Holding company discount
30
Ensured share buyback is sustained and identify
opportunities to simplify corporate structure
Details on page 14
378
Taxation
5
Executed plans to navigate the changing global tax
landscape
Details on page 71
63
Governance, internal audit and risk management
5
Ensured effective systems of internal control were
operated throughout the group’s controlled entities
Details on page 79
63
Balance sheet
10
Maintained our debt ratings and delivered
appropriate funding structures for M&A transactions
the group considered
Details on page 6
126
Sustainability: People
5
Improve employee engagement with a positive
engagement score of 71%
Details on page 56
0
Sustainability: Climate sustainability
5
Majority-owned businesses to measure and document
material scope 3 emissions and obtain limited
assurance from auditors
Details on page 50
63
Subtotal
60
693
Total
100
1 197
1
Represents the grant date fair value in accordance with IFRS 2 of awards made during FY22, assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. PSUs and SOs will be partly settled in Naspers shares
(approximately 43%) and partly in Prosus shares (approximately 57%). The figures disclosed in the 2023 remuneration report were estimated and therefore differs slightly form the figures reported in this table.
2
The total IFRS 2 expense is shown in note 42 ‘Related party transactions and balances’ (executive directors remuneration) of the financial statements.
3 Medical insurance, life and disability insurance.
4
Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus. The remuneration paid to executive directors above reconciles with executive directors’ remuneration disclosed
in note 42 of the consolidated financial statements. In note 42, we show base pay, STI, pension and benefits at 90% of the aggregate cost as set out in this remuneration report, plus the full IFRS 2 expense of the LTI per footnote 1, minus the FY14 LTI awards in fair value at grant, as shown in this
single-figure table.
5 Financial targets, actual results and outcomes based on Naspers economic-interest results.
6
Outcome assessed after adjustments for M&A, foreign exchange/constant currency and other approved items.
Special discount-related short-term
incentive
As detailed in our last report, a special one-year cash incentive
for reducing the discount to net asset value was introduced, with
the condition that this reduction be sustained or improved for
FY24. For the active period of this incentive in FY23, the Prosus
discount reduced materially from 54% to 38%, representing value
creation of some US$16bn.
At 31 March 2024, the group discount was 37%. Accordingly, the
human resources and remuneration committee deemed that the
discount had been sustained/improved and the incentive was
paid out as follows:
Basil Sgourdos US$2m
Bob van Dijk US$3.414m
No further discount-related incentive is proposed for FY25.
STI – FY24 goals, targets and
achievements
STIs are based on financial, strategic, operational and
sustainability performance targets tailored for each role,
including financial objectives on the underlying business
performance. The minimum STI payout is 0% of base salary,
while the target and maximum STI opportunity are the same at
100% of base salary, ie there is no opportunity to overachieve
on bonus payout.
We disclose STI goals and achievements for FY24, as well
as FY24 targets, retrospectively. Measurements for bonus
achievement were based on the business plan for FY24.
In the annual report, we have highlighted metrics for
FY24 that were included in the STI of executive directors
in the adjacent table.
The outcomes of the annual STI, as shown in the adjacent tables,
resulted in annual bonus payout levels of US$1 197 or 95%
of base salary for Basil Sgourdos (CFO).
4 / 94
Group overview
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Governance
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Implementation of remuneration policy
LTI FY24
LTI awards represent a significant portion
of total compensation. They are designed
to incentivise the delivery of sustainable
longer-term growth and value creation and
align the interests of our management with
our shareholders.
The entirety of our executive directors’ LTI
is determined by the performance of the
company and growth in the valuation of the
underlying assets and, as such, is deemed
‘at risk’.
Balance of executive directors’
unvested LTIs
As at 31 March 2024 (based on potential
value using share prices on that date).
Basil Sgourdos (%)
Prosus
SOs
0
●
Ecommerce SARs
1
●
Naspers PSUs
56
●
Prosus PSUs
41
●
Naspers SOs
2
●
In the adjacent tables we set out
information on unvested LTIs and awards
that vested in FY24. Details of the group’s
LTI schemes settlement are disclosed
in note 37 on page 164 of the consolidated
financial statements.
Overview of LTI awards
Main conditions of share plans
Number of unvested awards
1
Value in US$
Basil Sgourdos
Performance metric
Award date
Vesting
date(s)
Expiry date
Strike price
of option/
SAR
Opening
balance
1 April
2023
(unvested)
Awarded
during
the year
Vested
during
the year
Closing
balance
31 March
2024
(unvested)
Potential
gain of
awards
vested during
the year at
vesting date
2
Potential
value of
unvested
awards
31 March
2024
3
Naspers Performance
Share Units (PSUs)
Three-year cliff – TSR
21/09/2020
21/09/2023
–
–
28 623
–
(28 623)
–
9 111 566
–
21/06/2021
21/06/2024
–
–
16 472
–
–
16 472
–
2 929 165
27/06/2023
27/06/2026
–
–
–
11 721
–
11 721
–
2 084 309
Subtotal
45 095
11 721
(28 623)
28 193
9 111 566
5 013 474
Prosus Performance
Share Units (PSUs)
Three-year cliff – TSR
26/08/2021
26/08/2024
–
–
15 995
–
–
15 995
–
1 093 669
27/06/2023
27/06/2024
–
–
–
37 150
–
37 150
–
2 540 204
Subtotal
–
–
15 995
37 150
–
53 145
–
3 633 873
Naspers Global
Ecommerce Share
Appreciation Rights
(SARs)
Four-year
measurement
of value growth
of Ecommerce
business units
16/07/2019
16/07/2023
16/07/2029
36.70
56 627
–
(56 627)
–
156 857
–
21/09/2020
21/09/2023
21/09/2030
41.98
37 079
–
(37 079)
–
–
–
21/09/2020
21/09/2024
21/09/2030
41.98
37 080
–
–
37 080
–
–
21/06/2021
21/06/2023
21/06/2031
63.89
23 165
–
(23 165)
–
–
–
21/06/2021
21/06/2024
21/06/2031
63.89
23 165
–
–
23 165
–
–
21/06/2021
21/06/2025
21/06/2031
63.89
23 166
–
–
23 165
–
–
29/06/2023
29/06/2024
21/06/2031
34.98
–
35 490
–
35 490
–
27 672
29/06/2023
29/06/2025
29/06/2029
34.98
–
35 490
–
35 490
–
27 672
29/06/2023
29/06/2026
29/06/2029
34.98
–
35 490
–
35 490
–
27 672
29/06/2023
29/06/2027
29/06/2029
34.98
–
35 493
–
35 493
–
27 674
Subtotal
200 282
141 963
(116 871)
225 373
156 857
110 690
Naspers N Share
Options (SOs)
Four-year share-price
growth
16/07/2019
16/07/2023
16/07/2029
3 494.00
2 055
–
(2 055)
–
149 760
–
21/09/2020
21/09/2023
21/09/2030
2 827.88
2 105
–
(2 105)
–
17 521
–
21/09/2020
21/09/2024
21/09/2030
2 827.88
2 105
–
–
2 105
–
59 052
13/07/2021
13/07/2023
13/07/2031
2 819.37
1 372
–
(1 372)
–
43 464
–
13/07/2021
13/07/2024
13/07/2031
2 819.37
1 372
–
–
1 372
–
39 107
13/07/2021
13/07/2025
13/07/2031
2 819.37
1 373
–
–
1 373
–
39 136
27/06/2023
27/06/2024
27/06/2033
3 261.28
–
895
–
899
–
4 584
27/06/2023
27/06/2025
27/06/2033
3 261.28
–
895
–
899
–
4 584
27/06/2023
27/06/2026
27/06/2033
3 261.28
–
895
–
899
–
4 584
27/06/2023
27/06/2027
27/06/2033
3 261.28
–
900
–
900
–
4 589
Subtotal
10 382
3 597
(5 532)
8 447
210 745
155 636
Prosus N Share
Options (SOs)
Four-year share-price
growth
26/08/2021
26/08/2025
26/08/2031
71.61
1 362
–
–
1 362
–
–
26/08/2021
26/08/2023
26/08/2031
71.61
1 360
–
(1 360)
–
–
–
26/08/2021
26/08/2024
26/08/2031
71.61
1 360
–
–
1 360
–
–
28/08/2023
28/06/2024
28/06/2033
67.19
–
3 303
–
3 303
–
–
28/08/2023
28/06/2025
28/06/2033
67.19
–
3 303
–
3 303
–
–
28/08/2023
28/06/2026
28/06/2033
67.19
–
3 303
–
3 303
–
–
28/08/2023
28/06/2027
28/06/2033
67.19
–
3 306
–
3 306
–
–
Subtotal
4 082
13 215
(1 360)
15 937
–
–
Total
275 836
207 646
(152 386)
331 095
9 479 168
8 913 673
1
The aggregate number of vested but unexercised SARs and SOs for Basil is 876 130 (FY23: 759 259) and 56 306 (FY23: 92 201) respectively. The aggregate cash-settled share-based payment liabilities of vested but unexercised SARs is included in note 37 of the financial statements on page 164. The share-based
payment reserve of vested but unexercised SOs is included in the aggregate retained earnings balance shown in note 24 of the financial statements on page 151.
2
The potential gain vested in FY24 is calculated by taking the difference between the closing share price on vesting date and the offer price and multiplying that difference by the number of SOs/SARs that vested in FY24. The potential gain of the PSU award vested in FY24 reflects the actual pre-tax gain. With the
exception of the PSU, the value does not necessarily accrue to the individual. It is available to them should they have chosen the exercise (buy and/or sell shares) on or after the date the SOs or SARs vested. In line with previous Prosus and Naspers capitalisation issues, Prosus shares were linked to Naspers and Prosus
awards. The value of the additional Prosus shares is included where relevant.
3
The potential value of unvested awards on 31 March 2024 is calculated by taking the difference between the closing share price on 31 March 2024 and the offer price (if applicable) and multiplying that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2024. With the exception of the PSU vesting
in FY25, 100% vesting has been assumed for the PSU awards. In line with previous Prosus and Naspers capitalisation issues, Prosus shares were linked to Naspers and Prosus awards. The value of the additional Prosus shares is included where relevant. The actual value accruing to the executive will depend on the real
value created over the time of the award.
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Executive directors’ LTIs vested and exercised in FY24
PSUs vested
In FY21, Basil Sgourdos was awarded 28 623 Naspers PSUs. The level of achievement relative to the performance condition,
at the end of the three-year performance period, was determined above median and resulted in a 200% vesting. As a result,
the total number of Naspers PSUs that he received was 57 246. No Prosus PSUs vested.
The achievement of the performance condition was assessed by the human resources and remuneration committee and
validated by the valuations subcommittee, as per the valuations process described on page 100.
SOs exercised
Basil Sgourdos exercised Naspers SOs in the MIH Internet Holdings B.V. Share Trust; he disposed of 27 300 shares to cover
taxes and took delivery of the remaining 18 695 shares in his recently established family trust.
The total PSUs and SOs vested and exercised respectively, are summarised below:
Basil Sgourdos
Date vested/
exercised
Number
of PSUs/SOs
Gross gain
(pre-tax)
US$
1
Naspers PSUs
2023/09/21
57 246
9 111 566
Naspers N SOs
2023/07/13
45 995
7 752 365
Total
16 863 931
Section 2: Remuneration paid to the former chief executive – Bob van Dijk
Bob van Dijk stepped down as chief executive and executive director on 18 September 2023. We disclose Bob’s remuneration
from 1 April 2023 to 31 March 2024 (full-time employment) and the agreed severance.
Executive directors’ remuneration
versus company performance
FY24
(%)
FY23
1
(%)
FY22
(%)
FY21
(%)
FY20
5
(%)
CAGR
2
(%)
Bob van Dijk remuneration
Cash
3
YoY change
(35)
145
(13)
5
9
10
LTI
4
YoY change
100
(100)
(3)
(2)
28
3
Company performance
Organic revenue growth
5
12
7
24
33
23
17
Organic revenue growth
6
(excluding Tencent)
17
31
50
51
32
31
Ecommerce share price growth
2
(24)
(22)
55
15
(2)
1
The gain on the linked Prosus ordinary shares N is included above.
1 Includes continuing operations.
2 Period CAGR is between FY20 and FY23.
3
Base salary + benefits + actual bonus payout, using the currency in which CEO (in €) and CFO (in US$) are paid. The primary reason for the FY23 increase is the inclusion of the discount-linked STI.
4
Fair value at grant, using the currency (US$) in which we grant LTIs.
5 Metric, excluding impact of foreign exchange (FX) and M&A.
6
FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.
FY24 goals and achievements
Group financial goals
1
Weighting (%)
Target
Actual results
(US$’000)
Outcome
2
Actual
payout
(US$’000)
Core headline earnings
(including Tencent)
20
Achieve core headline
earnings at target (including
Tencent)
2 139
294
Free cash flow to equity
20
Achieve free cash to equity
inflow at target
375
294
Ecommerce
financials: Organic topline
growth
(excluding
Tencent)
Ecommerce
financials: Trading profit
10
Organic revenue growth for
consolidated ecommerce
at target
18%
147
40
Achieve trading profit for
consolidated ecommerce
at target
24
588
Subtotal
90
1 323
Strategic, operational and
sustainability goals
Weighting (%)
Target
Actual results
Outcome
Actual
payout
(€’000)
Sustainability: People
5
Improved employee
engagement
Details on page 56
73
Sustainability: Climate
5
Majority-owned businesses
measured and documented
material scope 3 emissions
Details on page 50
73
Subtotal
10
146
Total
100
1 469
Severance payment
The severance payment qualifies as an appropriate, all-inclusive compensation for loss of office. Bob undertook to remain
available for consultation and guidance and entered into a consultancy agreement commencing 1 April 2024, terminating
on 30 September 2024, to allow for a smooth transition. In respect of these services rendered, a gross fee of
€113 436.18 per month will be paid.
Discount-linked STI
Bob remained eligible for the STI for FY24 and the payment made was contingent on the achievement of the applicable targets
and objectives set for Bob for FY24. The discount-linked STI, as disclosed in FY23, but not yet paid in FY23, was paid in full due
to the original agreement being met whereby the discount as at 31 March 2024 was sustained or improved at no greater than
42% level as indicated and disclosed at 31 March 2023.
1 Financial targets, actual results and outcomes based on Naspers economic-interest results.
2
Outcome assessed after adjustments for M&A, foreign exchange/constant currency and other approved items.
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FY24 single-figure table
LTI
1, 2
Proportion of
fixed and
variable
remuneration
(%)
Currency
Base
salary
Standard
STI
Naspers
performance
share units
(PSUs)
Prosus
performance
share units
(PSUs)
PSUs
Naspers Global
Ecommerce share
appreciation
rights (SARs)
Naspers
N share
options
SOs
Prosus
N share
options
SOs
SO
Naspers
PSUs
(%)
Prosus
PSUs
(%)
Naspers
SOs
(%)
Prosus
SOs
(%) Pension
Severance
Pay
Other
benefits
3
Total
remune-
ration
4
€’000
1 361
1 361
3 441
4 576
8 017
4 031
574
762
1 336
42.9
57.1
43.0
57.0
89
692
42
16 929
13/87
US$’000
1 469
1 469
3 714
4 938
8 652
4 350
619
822
1 441
42.9
57.1
43.0
57.0
96
747
45
18 269
13/87
Overview of LTI awards
In line with contractual obligations, Bob’s existing long-term incentive awards vesting until 30 September 2024 in accordance with the predetermined terms will be settled in terms of the respective LTI plan rules.
Main conditions of share plans
Number of unvested awards
5
Value in US$
Bob van Dijk
Performance
metric
Award date
Vesting date(s)
Expiry date
Strike price
of option/SAR
Opening
balance
1 April 2023
(unvested)
Awarded
during
the year
Vested
during the
year
Closing balance
31 March
2024
(unvested)
Potential gain of
awards vested during
the year at
vesting date
6
Fair value of
unvested awards
31 March
2024
7
Naspers Performance Share Units (PSUs)
Three-year cliff
– TSR
21/09/2020
21/09/2023
–
48 302
–
(48 302)
–
15 382 660
–
Subtotal
48 302
–
(48 302)
–
15 382 660
–
Naspers Global Ecommerce Share
Appreciation Rights (SARs)
Four-year
measurement
of value growth
of Ecommerce
business units
16/07/2019
16/07/2023
16/07/2029
36.70
109 208
–
(109 208)
–
302 506
–
21/09/2020
21/09/2023
21/09/2030
41.98
62 571
–
(62 571)
–
–
–
21/09/2020
21/09/2024
21/09/2030
41.98
62 572
–
–
62 572
–
–
21/06/2021
21/06/2023
21/06/2031
63.89
39 092
–
(39 092)
–
–
–
21/06/2021
21/06/2024
21/06/2031
63.89
39 092
–
–
39 092
–
–
29/06/2023
29/06/2024
29/06/2029
34.98
–
64 327
–
64 327
–
50 156
Subtotal
312 535
64 327
(210 871)
165 991
302 506
50 156
Naspers N Share Options (SOs)
Four-year share-
price growth
16/07/2019
16/07/2023
16/07/2029
3 494.00
3 961
–
(3 961)
–
288 662
–
21/09/2020
21/09/2023
21/09/2030
2 827.88
3 552
–
(3 552)
–
29 565
–
21/09/2020
21/09/2024
21/09/2030
2 827.88
3 552
–
–
3 552
–
99 645
13/07/2021
13/07/2023
13/07/2031
2 819.37
2 316
–
(2 316)
–
73 369
–
13/07/2021
13/07/2024
13/07/2031
2 819.37
2 316
–
–
2 316
–
66 015
27/06/2023
27/06/2024
27/06/2033
3 261.28
–
1 629
–
1 629
–
8 306
Subtotal
15 697
1 629
(9 829)
7 497
391 595
173 965
Prosus N Share Options (SOs)
Four-year share-
price growth
26/08/2021
26/08/2022
26/08/2031
71.61
2 295
–
(2 295)
–
–
–
26/08/2021
26/08/2023
26/08/2031
71.61
2 295
–
–
2 295
–
–
28/06/2023
28/06/2024
28/06/2033
67.19
–
5 988
–
5 988
–
–
Subtotal
–
4 590
5 988
(2 295)
8 283
–
–
Total
381 124
71 944
(271 297)
181 771
16 076 761
224 121
Furthermore, to compensate Bob for the lapse of certain LTI awards should the performance condition for the Prosus PSU award granted on 26 August 2021 and the performance condition for the Naspers PSU award granted on 21 June 2021 be met, He will
be entitled to an additional gross payment. This additional payment will be equal to the amount he would have received if continued vesting of the relevant PSU awards had been possible in terms of the scheme rules. The amount payable will be fixed at the
value of the PSU awards on the date on which they would have vested and will be payable on 26 August 2024 and 21 June 2024, respectively. The amount payable will be disclosed in FY25.
1
Represents the grant date fair value in accordance with IFRS 2 of awards made during FY22, assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. PSUs and SOs will be partly settled in Naspers shares (approximately 43%) and partly in Prosus shares (approximately 57%). The figures disclosed in the
2023 remuneration report were estimated and therefore differs slightly form the figures reported in this table.
2
The total IFRS 2 expense is shown in note 42 ’Related party transactions and balances‘ (executive directors remuneration) of the financial statements.
3 Medical insurance, life and disability insurance.
4
Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus. The remuneration paid to executive directors above reconciles with executive directors’ remuneration disclosed in note 42 of the consolidated financial statements. In note 42, we show base pay, STI, pension and
benefits at 90% of the aggregate cost as set out in this remuneration report, plus the full IFRS 2 expense of the LTI per footnote 1, minus the FY14 LTI awards in fair value at grant, as shown in this single-figure table.
5
The aggregate number of vested but unexercised SARs and SOs for Bob is 1 296 422 (FY23: 6 299 177) and 301 903 (FY23: 284 365) respectively. The aggregate cash-settled share-based payment liabilities of vested but unexercised SARs is included in note 37 of the financial statements on page 164. The share-based payment reserve of vested but unexercised SOs is included in the aggregate retained
earnings balance shown in note 24 of the financial statements on page 151.
6
The potential gain vested in FY24 is calculated by taking the difference between the closing share price on vesting date and the offer price and multiplying that difference by the number of SOs/SARs that vested in FY24. The potential gain of the PSU award FY24 reflects the actual pre-tax gain. With the exception of the PSU, the value does not necessarily accrue to the individual. It is available to them
should they have chosen to exercise (buy and/or sell shares) on or after the date the SOs or SARs vested. In line with previous Prosus and Naspers capitalisation issues, Prosus shares were linked to Naspers and Prosus awards. The value of the additional Prosus shares is included where relevant.
7
The potential value of unvested awards on 31 March 2024 is calculated by taking the difference between the closing share price on 31 March 2024 and the offer price (if applicable) and multiplying that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2024. In line with previous Prosus and Naspers capitalisation issue, Prosus shares were linked to Naspers and Prosus awards.
The value of the additional Prosus shares is included where relevant. The actual value accruing to the executive will depend on the real value created over the time of the award.
4 / 97
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Implementation of remuneration policy
Looking forward to FY25
Our remuneration philosophy underpins our group strategy and the achievement
of our business objectives. Our commitment to pay for performance and
alignment with shareholder value creation drives all our remuneration activities
and supports the ownership mentality and spirit of entrepreneurship in our
teams around the world. Annually we continue evolving our remuneration
systems to reflect latest market practices, shareholders feedback and business
growth.
For FY25, we are implementing the following changes:
›
To ensure that the material reduction of the discount to net asset value
is maintained, the CFO bonus includes a specific discount-linked STI KPI
›
Enhanced disclosure on the Ecommerce portfolio valuation
›
Shortened the expiration period of the SARs from six to five and for the
SOs from 10 years to five years
›
For PSUs threshold has been increased from 25% to 30% for future awards
›
Regular annual review of the peer group.
Chief financial officer – Basil Sgourdos
FY25 base salary
The committee has awarded 4% salary increase to the CFO in FY25.
FY25 STI goals and objectives
In the below table we disclose FY25 STI
goals
for Basil Sgourdos, which are all
measurable and validated. Actual
targets
will be retrospectively disclosed in the
FY25 remuneration report. Each year, the committee thoroughly assesses whether
targets are sufficiently stretched in the context of potential remuneration delivered.
Approximate balance of unvested LTIs, post-FY25 allocation
Basil Sgourdos (%)
Prosus
SOs
6
●
Ecommerce SARs
30
●
Naspers PSUs
26
●
Prosus PSUs
34
●
Naspers SOs
4
●
FY25 LTI awards to be made
The entirety of our executives’ LTI is determined by the performance of the
company and growth in the valuation of underlying assets and, as such,
is deemed ‘at risk’. We continue to assess and adjust the relevance in terms
of size, scale and sector of the peer group for prospective PSU awards.
For the FY25 PSU award related to the Ecommerce CAGR, we have revised the
comparator peer group to ensure it is more relevant to our current business
context. Accordingly, the FY25 peer group is: Adyen N.V., Airbnb, Amazon, Auto
Trader, Bajaj Finance, Block, Booking.com, Chewy, Coupang, DoorDash, Ebay,
Etsy, Expedia Group, FSN Ecommerce (Nykaa), IAC, Just Eat Takeaway.com,
LY Corporation, Match Group, MercadoLibre, Meta Platforms, Ocado Group,
One97 Comms and Deliveroo plc Wayfair, PayPal, Pinterest, Rakuten Group,
Sea Limited, Shopify Inc., Snap, Uber Technologies, Zalando SE, Zillow
Group, Zomato.
Basil Sgourdos
Naspers
performance
share units
(PSUs)
Prosus
performance
share units
(PSUs)
PSUs
SARs
Naspers N
share
options
(SOs)
Prosus N
share
options
(SOs)
SOs
€’000
1 913
2 535
4 448
2 224
319
423
741
US$’000
2 064
2 736
4 800
2 400
344
456
800
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Group overview
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FY25 single-figure table
Currency
Fixed
1
remuneration
Standard
STI
2
LTI
3
Pension
Other
benefits
4
Total
remuneration
5
Proportion of
fixed and
variable
remuneration
(%)
PSUs
6
SARs
SOs
€000
1 214
1 214
4 448
2 224
741
95
19
9 956
13/87
US$’000
1 310
1 310
4 800
2 400
800
103
21
10 745
13/87
FY25 goals and achievements
Group financial goals
Weighting (%)
Description
Maximum
payout
(US$’000)
Core headline earnings
(including Tencent)
16.6
Achieve core headline earnings at target, including Tencent
218
Free cash flow to equity
16.7
Achieve free cash-to-equity inflow at target
219
Trading profit
16.7
Achieve consolidated Naspers Ecommerce businesses trading profit at target
219
Subtotal
655
Strategic, operational and
sustainability goals
Weighting (%)
Description
Maximum
payout
(US$’000)
Taxation
10
Execute plans to navigate the changing global tax landscape
131
Governance, internal audit and risk
management
10
Ensure that effective systems of internal control are operated throughout the group’s
controlled entities
131
Balance sheet
5
Deliver appropriate funding structures for the Naspers group
66
Holding company discount
15
Maintain the holding company discount for FY25
197
Sustainability: Reporting
5
CSRD-complaint annual report to be published with limited assurance
66
Sustainability: People
5
Establish more frequent co-operation between the global functions and the rest of the
organisation to enhance collaboration. Design and implement a combined internal
NPS for group functions
66
Subtotal
655
Total
1 310
1
The executive directors received a 4% increase in base salary, effective 1 April 2023.
2
This is the at-target and maximum STI as a percentage to base salary. FY24 STI goals are shown on page 94 of the remuneration report.
3
The grant of the FY25 PSU and SO awards will be partly settled in Naspers shares (43%) and partly in Prosus shares (57%), aligned with the free-float ownership in Naspers and Prosus.
4 Medical insurance, life and disability insurance.
5
Executive directors are executive directors of both Naspers and Prosus. Their remuneration as executive directors of these entities is split 10/90 between Naspers and Prosus.
6
Represents the grant date fair value of awards to be made during FY25 assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. The figure is based on indicative values and
may therefore differ from the final fair value granted.
Implementation of remuneration policy
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Employees
CEO’s remuneration compared to average employee remuneration
When reviewing the CEO’s remuneration, the human resources and remuneration committee considers international CEO
market data, CEO’s performance, business performance, and the employees’ remuneration globally across the group.
As a global technology group, we have a wide geographical footprint. Most of our activities and employees are based
in high-growth countries, including India and Brazil, regions where socioeconomic disparities can be large. On a global level,
the CEO pay ratio versus employees (including LTI) is not considered an appropriate measure of fairness given widely
different pay levels in the countries where we operate.
The pay-at-risk portion for the CEO and, within that, more specifically LTI, weighs heavily in our total executive remuneration
mix. This approach is typical in the consumer internet and technology sector where we compete for the best talent. For
completeness, we have also reviewed pay ratios excluding LTI.
The ratios are obtained by dividing the FY24 total remuneration for the CEO by the FY24 average total remuneration
of all other employees (which includes salaries, wages, on-target bonuses, pension and benefits for employees, excluding
contractors). It excludes training and development that we offer to our employees. Details of staff costs appear in note 14
on page 138 of the consolidated financial statements.
Pay ratio CEO vs employees
FY24
1
(%)
FY23
(%)
FY22
(%)
FY21
(%)
FY20
(%)
Global (including LTI)
120:1
237:1
340:1
316:1
311:1
Netherlands (including LTI)
16:1
30:1
40:1
19:1
22:1
Global (excluding LTI)
44:1
112:1
71:1
75:1
72:1
Netherlands (excluding LTI)
6:1
22:1
14:1
6:1
8:1
Average remuneration per full-time employee
US$70 262
US$67 697
US$57 669
US$45 433
US$43 870
Competitive pay – knowledge workers
We review the pay levels of our staff at least annually: relative to pay in the markets and countries where we operate,
our reward levels are competitive. The effectiveness of our reward philosophy and practices is confirmed via our formal
employee engagement surveys: in recent years, most employees find that they are paid fairly, relative to similar jobs
in other companies, reporting a high satisfaction level that is above external benchmarks.
1
For FY24 we have annualised Bob van Dijk’s total remuneration to calculate the CEO pay ratio.
Implementation of remuneration policy
Management of share-based incentive schemes
Valuations
The Global Ecommerce portfolio
The performance of SARs and PSUs is determined by YoY changes in the per share valuation of the group’s Global
Ecommerce portfolio. This scheme excludes the performance of Tencent.
Methodology
The valuation is an amalgamation of a number of individual schemes and assets that are valued annually, or in the
interim if required, by an independent external entity. In determining the company value and scheme share value, the valuer
uses appropriate and reasonable valuation methods, including comparable peer multiples, precedent transactions and
discounted cash flow (DCF) valuations. Importantly, the methodology has remained consistent since its inception,
which is essential both for the legitimacy of the valuation and transparency for scheme participants.
Where predominantly employing a DCF methodology, the valuer is using assumptions for future cash generation, discount
rates and long-term growth. These valuations assess the pathway to value creation and serve as a critical component
of a comprehensive compensation vehicle designed to align management performance and compensation, excluding
Tencent, with shareholder outcomes. It is also important to note that funding is initially dilutive to value, and many of our
companies are early-stage or loss-making, meaning that the schemes are diluted by short-term investment and acquisitions.
The Global Ecommerce portfolio scheme is made up of underlying schemes, each with a different set of assumptions.
FY24 valuation outcome
The group’s assets have achieved consolidated profitability, ahead of the target communicated to investors previously. This
is attributable to the strong performance in the Classifieds and Food Delivery assets, though offset by performance
in Payments and Fintech and Edtech. The increase in the value of the portfolio reflect the re-rating of all our listed assets,
including Delivery Hero in particular which saw a YoY decline, but offset by increases in other listed assets. The updated
valuations at 31 March 2024 reflect the performance of our businesses in the context of an ongoing difficult macroeconomic
environment, including volatile market movements and high inflation that resulted in high interest rates remaining
in most of our markets.
4 / 100
Group overview
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Implementation of remuneration policy
Governance of our valuation process
Valuation process
Underlying business
submits 10-year business
plan and annual budget.
Prosus reviews all business
plans before providing
them to the external valuer.
Independently from
management, the valuer
values the underlying
assets at 31 March
annually and whenever a
significant change occurs.
The valuer issues a report
detailing the valuation for
each underlying operation.
Segment schemes and Ecommerce schemes are a ‘basket of assets’ representing the
valuation of underlying operations
Governance
Report issue
The external valuer
1
issues a report with the
respective share-scheme
valuations.
Review
Valuations subcommittee
of the human resources
and remuneration
committee reviews
valuations before
recommending values
for approval to the
human resources and
remuneration committee.
The subcommittee
consists of members of
the board: Craig
Enenstein (chair) and
Steve Pacak.
Submission
Reports from the valuer
and valuations
subcommittee submitted
to human resources and
remuneration committee
as part of their approval
process.
Approval
Once the human
resources and
remuneration committee
approves valuations and
resultant share prices,
the share prices
are updated and
participants can
exercise their SARs or
SOs at these updated
prices in accordance
with the trading-in-
securities policy.
Ecommerce portfolio and SARs performance 2022 to 2024
2024
2023
2022
2
Ecommerce valuation (US$’m)
29 254
28 049
35 780
Ecommerce valuation growth
4%
(22%)
(8.5%)
SAR share price (US$’m)
38.86
38.11
49.91
Notional shares
18 820 357
18 401 174
17 923 495
1
KPMG was appointed as the external valuer for the group’s unlisted assets from FY23.
2 Adjusted to account for the disposal of Avito.
Dilutive impact of group LTI schemes
The board has determined that no more than 5% of the current ordinary share N capital may be used for share-based
incentive schemes.
LTI costs
LTIs across the group account for 15% of total staff costs, and 4% of overall group costs, for example the cost of providing
services and sale of goods, selling, general and administration expenses. The LTI costs increased due to changes
in valuation assumptions, including share prices and volatility, as well as the impact of allocations made and vesting
of options. Further details can be found in note 37 on page 164 of the consolidated financial statements on our website
at
www.prosus.com
.
Shares purchased in the market
To avoid shareholder dilution from employee LTIs, since 1 April 2018, the group has purchased Naspers and Prosus shares
on JSE/Euronext to issue new Naspers SOs, Naspers PSUs, Naspers RSUs, Prosus SOs, Prosus PSUs and Prosus RSUs
to employees and settle gains made on all share-based incentive schemes (prior to 31 March 2020).
In FY24, the group purchased Naspers N ordinary shares to the value of US$36m (FY23: US$14m) and Prosus N shares
to the value of US$134m (FY23: US$210m) in the market, totalling US$170m (FY23: US$224m).
The table below details Prosus shares purchased in the market through the Prosus N.V. Share Award and Option Plan Trust
in FY24 and FY23 for grants made in the Prosus N.V. Share Award Plan and Prosus N.V. Share Option Plan
3
:
2024
2023
Number
of shares
Purchase
price
(US$)
4
Average
purchase
price range
Number
of shares
Purchase
price
(US$)
4
Average
purchase
price range
(€)
Prosus N.V. Share Award
and Option Plan Trust
3
2 045 505
133 713 518
€25.97 and
€67.78
(R612.23 and
R1 349.24)
3 174 063
210 373 660
€58.21 and
€71.71
(R1 007.90
and
R1 330.68)
3
The Prosus N.V. Share Award Plan is used to grant Prosus RSUs to employees of the group (executive directors are not eligible to receive RSUs) and PSUs to executive directors and eligible
senior management. The Prosus N.V. Share Option Plan is used to grant Prosus options to executive directors and eligible senior management. Shares are purchased on the Euronext Amsterdam
and Johannesburg Stock Exchange for non-South African and South African employees respectively.
4
Purchase price in euro converted to US dollar by using the exchange rate on date of purchase.
4 / 101
Group overview
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Implementation of remuneration policy
Non-executive directors
Non-executive directors’ fees
Given the global scale and complexity of the businesses we operate and in which we have interests, it is important that
we can attract and retain the best globally orientated board members. Accordingly, the committee regularly benchmarks our
fees for non-executive directors to ensure they are competitive, fair and reasonable. This process is informed by the external
market, including market-fee levels for Naspers and Prosus industry peers internationally, as well as fee levels in the top
10 AEX and JSE companies.
At the August 2022 annual general meeting, shareholders approved a deferral of the FY23 fee increase to FY24. Based
on a recent review, the board is proposing a 5% fee increase for FY25.
Non-executive directors’ fee development
2020
(%)
2021
(%)
2022
(%)
2023
(%)
(deferred
to 2024)
2024
(%)
2025
(%)
2026
(%)
(proposed)
Board
5
0
5
0
5
5
5
Committees
5
0
5
0
5
5
5
Trustees of group share schemes/other
personnel funds
5
0
5
0
5
5
5
All members:
Daily fees when
travelling to and attending meetings
outside of home country
0
0
0
0
0
0
0
Total non-executive fees paid
(US$’000)
5 252
4 836
4 782
4 734
5 039
Note:
Following the listing of Prosus N.V. on the Euronext Amsterdam in September 2019, Naspers non-executive directors serve on the boards of both companies, with fees split 30/70 between
Naspers and Prosus.
No additional fees are paid to board members serving on the projects committee or the valuations subcommittee of the
human resources and remuneration committee. Non-executive directors do not receive any short or long-term incentives
or equity-based compensation.
Non-executive directors serve on the boards of both Naspers and Prosus and receive no additional compensation for their
dual responsibilities. Fees are split 30/70 between Naspers and Prosus, pro-rated from the date of listing Prosus. The split
was determined based on the underlying assets and amount of time required to ensure that sufficient attention was paid
to their dual responsibilities.
The non-executive chair does not receive additional remuneration for attending meetings or being a member of or chairing
any committee of the board or attending Tencent board and committee meetings.
Non-executive directors’ fees as approved at annual general meetings
1
US$ (unless specified)
FY23
(total
proposed
fee
payable
by Naspers
and Prosus)
FY24
(total
proposed
fee
payable
by Naspers
and Prosus)
FY24
(amount
payable
by Prosus)
FY24
(amount
payable
by Naspers)
Board
Chair
2
523 243
549 405
384 583
164 821
Member
209 297
219 762
153 833
65 929
All members:
Daily fees when travelling to and
attending meetings outside of home country
3 500
3 500
2 450
1 050
Committees
Audit committee
Chair
128 915
135 361
94 753
40 608
Member
51 566
54 144
37 901
16 243
Risk committee
Chair
76 573
80 401
56 281
24 120
Member
30 629
32 160
22 512
9 648
Human resources and remuneration committee
Chair
90 590
95 120
66 584
28 536
Member
36 236
38 048
26 633
11 414
Nominations committee
Chair
48 825
51 266
35 886
15 380
Member
19 530
20 507
14 355
6 152
Sustainability committee
Chair
67 013
70 363
49 254
21 109
Member
26 805
28 145
19 702
8 444
Other (ZAR):
Trustee of group share schemes/
other personnel funds
56 448
59 270
41 489
17 781
1
Following the listing of Prosus on the Euronext Amsterdam, Naspers non-executive directors serve on the boards of both Naspers and Prosus. As a result of these dual responsibilities, proposed
fees will be split between Naspers and Prosus on a 30/70 basis.
2
The chair of Prosus does not receive additional remuneration for attending meetings or being a member of or chairing any committee of the board. He receives no compensation for serving
on the board of Tencent.
4 / 102
Group overview
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Implementation of remuneration policy
Non-executive directors’ fees – US$’000
2024
Directors’ fees
1
Committees and trusts
Other fees
2
Total
Non-executives
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
JP Bekker
3
609
21
–
7
–
–
637
HJ du Toit
4
–
–
–
–
–
–
–
S Dubey
265
–
54
–
–
–
319
CL Enenstein
265
–
116
–
–
50
431
M Girotra
237
–
54
–
–
–
291
RCC Jafta
283
64
112
36
–
–
495
AGZ Kemna
237
–
86
–
–
–
323
FLN Letele
283
–
28
–
–
–
311
D Meyer
283
–
70
–
–
–
353
R Oliveira de Lima
286
–
59
–
–
50
395
SJZ Pacak
283
–
216
–
–
–
499
MR Sorour
5
272
–
–
–
–
120
392
JDT Stofberg
286
–
28
–
–
–
314
Y Xu
279
–
–
–
–
–
279
Total
3 868
85
823
43
–
220
5 039
2023
Directors’ fees
1
Committees and trusts
Other fees
2
Total
Non-executives
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
JP Bekker
3
576
22
–
7
–
–
605
HJ du Toit
4
–
–
–
–
–
–
–
S Dubey
6
174
–
26
–
–
–
200
CL Enenstein
269
–
110
–
–
50
429
M Girotra
251
–
52
–
–
–
303
RCC Jafta
265
65
106
37
–
–
473
AGZ Kemna
258
–
82
–
–
–
340
FLN Letele
262
–
27
–
–
–
289
D Meyer
265
–
67
–
–
–
332
R Oliveira de Lima
272
–
56
–
–
50
378
SJZ Pacak
258
–
205
–
–
–
463
MR Sorour
5
258
–
–
–
–
120
378
JDT Stofberg
262
–
27
–
–
–
289
Y Xu
255
–
–
–
–
–
255
Total
3 625
87
758
44
–
220
4 734
1
Following the listing of Prosus, non-executive directors serve on the boards of both Naspers and Prosus. As a result of these dual responsibilities, fees were split between Naspers and Prosus
on a 30/70 basis.
2
Compensation for assignments.
3
Koos Bekker elected to donate the after-tax rand equivalent of all his directors’ fees to education. This year, the recipients will be two schools in Cape Town, the Jan van Riebeeck Primary and
Secondary Schools.
4
Hendrik du Toit elected not to receive directors’ fees.
5
Mark Sorour received US$11 320.59 from MIH Holdings Proprietary Limited for the period 1 April 2023 to 31 March 2024. This payment relates to the increased cost of medical aid for retired
members of the MMED medical aid scheme after the unbundling of MultiChoice group Limited. Originally, it was noted that the company would provide an annual allowance to cover the
difference in cost for retired scheme members. This is not disclosed in the above table.
6
Appointed as a director of Prosus on 24 August 2022 and Naspers on 1 April 2022.
General notes
Directors’ fees include fees for services as directors, where appropriate, of Naspers and Media24 Proprietary Limited.
An additional fee may be paid to directors for work done because of specific expertise. Committee fees include fees for
attending meetings of the audit committee, risk committee, human resources and remuneration committee, nominations
committee and sustainability committee. Non-executive directors are subject to regulations on appointment and rotation
in terms of Naspers’ memorandum of incorporation, Prosus’ articles of association, Dutch legal requirements and the South
African Companies Act.
The group arranges for and pays directors and officers liability insurance for the directors and officers of the group.
As at the date of this report, the group has not provided any personal loans, advances or guarantees to the executive
and non-executive directors.
Koos Bekker and Cobus Stofberg each have an indirect 25% interest in Wheatfields 221 Proprietary Limited, which controls
168 605 Naspers Beleggings (RF) Limited ordinary shares, 16 860 500 Keeromstraat 30 Beleggings (RF) Limited ordinary
shares, 179 988 (FY22: 179 988) Naspers A shares and 1 207 198 (FY23: 834 540) Prosus A1 shares.
Compliance
There were no deviations from the executive and non-executive directors’ remuneration policy in FY24.
Executive and non-executive directors’ interest in Prosus shares
The non-executive directors of Prosus had the following interests in Prosus ordinary shares A1 on 31 March 2024 and
31 March 2023:
Directors
31 March 2024
7
– Prosus ordinary shares A1 – beneficial
Direct
Indirect
Total
JDT Stofberg
–
1 171
1 171
SJZ Pacak
–
1 603
8
1 603
Total
–
2 774
2 774
Directors
31 March 2023 – Prosus ordinary shares A1 – beneficial
Direct
Indirect
Total
JDT Stofberg
–
810
810
SJZ Pacak
–
486
486
Total
–
1 296
1 296
7
As part of unwind of the cross-holding structure, including the Prosus capitalisation issue, approved by shareholders on 23 August 2023, additional ordinary shares A1 were issued to holders
of ordinary shares A1 on a pro rata basis on 18 September 2023.
8
On 18 September 2023, outside of the Prosus capitalisation issue, Steve Pacak’s family trust acquired 1 301 ordinary shares A1.
4 / 103
Group overview
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Directors
31 March 2024
1
– Prosus ordinary shares N – beneficial
Direct
Indirect
2
Total
JP Bekker
–
19 646 498
19 646 498
HJ du Toit
11 139
–
11 139
S Dubey
–
–
–
CL Enenstein
–
904
904
M Girotra
–
–
–
RCC Jafta
–
–
–
AGZ Kemna
–
–
–
FLN Letele
5 675
–
5 675
D Meyer
–
–
–
R Oliveira de Lima
–
–
–
SJZ Pacak
3
754 599
1 260 648
2 015 247
V Sgourdos
–
452 593
452 593
MR Sorour
4
1 961
963
2 924
JDT Stofberg
906 639
309 259
1 215 898
B van Dijk
5
1 144 549
612 897
1 757 454
Y Xu
–
–
–
Total
2 824 562
22 283 762
25 108 324
1
As part of unwind of the cross-holding structure, including the Prosus capitalisation issue approved by shareholders on 23 August 2023, additional ordinary shares N were issued to holders
of ordinary shares N on a pro rata basis on 18 September 2023.
2
Prosus SOs that have been released (vested), but not yet been exercised, are included in the indirect column: Bob van Dijk 612 897 (FY23: 274 945), Basil Sgourdos: 95 983 (FY23: 86 619).
3
On 28 March 2024, Steve Pacak and a family trust linked to him each disposed of 250 000 ordinary shares N on the open market at an average price of €29.00 per share.
4
On 25 March 2024, Mark Sorour disposed of 6 658 ordinary shares N on the open market at an average price of R569.86 per share.
5
Resigned as a director of Naspers and Prosus on 18 September 2023.
Directors
31 March 2023 – Prosus ordinary shares N – beneficial
Direct
Indirect
6
Total
JP Bekker
7
–
9 013 809
9 013 809
HJ du Toit
5 111
–
5 111
S Dubey
8
–
–
–
CL Enenstein
–
415
415
M Girotra
–
–
–
RCC Jafta
–
–
–
AGZ Kemna
–
–
–
FLN Letele
2 604
–
2 604
D Meyer
–
–
–
R Oliveira de Lima
–
–
–
SJZ Pacak
9
460 911
693 086
1 153 997
V Sgourdos
10, 11
124 718
86 619
211 337
MR Sorour
14
3 955
442
4 397
JDT Stofberg
415 966
141 888
557 854
B van Dijk
12, 13
525 119
274 945
800 064
Y Xu
–
–
–
Total
1 538 384
10 211 204
11 749 588
6
Prosus SOs that have been released (vested), but not yet been exercised, are included in the indirect column: Bob van Dijk: 274 945 (FY23: 1 085 405). Basil Sgourdos: 86 619 (FY23: 102 290).
Steve Pacak: 0 (FY23: 54 000).
7
Between 24 March 2023 and 28 March 2023, Koos Bekker’s family trust sold a parcel of Prosus shares to fund building operations at hotels in various countries in which the family trust has
an interest. These shares were sold at a volume-weighted average price of €69.3312.
8
Appointed as a director of Prosus on 24 August 2022 and Naspers on 1 April 2022.
9
On 8 July 2022, Steve Pacak exercised 54 000 share options and the linked Prosus N.V. and MultiChoice group Limited share options. These share options relate to 54 000 Naspers N ordinary
share options awarded on 7 September 2012.
10 On 25 January 2023, Basil Sgourdos exercised 27 360 share options and the linked Prosus N.V. share options. These share options related to 27 360 Naspers share options awarded on
11 July 2013.
11 On 7 December 2022, Basil Sgourdos exercised 16 279 Naspers PSUs and the linked Prosus PSUs awarded to him on 9 September 2019. He disposed of 2 451 Prosus shares to cover taxes
and other related costs on market and took delivery of the remaining 13 828 Prosus shares.
12 On 7 December 2022, Bob van Dijk exercised 31 395 Naspers PSUs and the linked Prosus PSUs awarded to him on 9 September 2019. He disposed of the entirety of the award on market.
13 On 29 August, 30 August and 31 August 2022, Bob van Dijk exercised 832 000 Naspers share options and the linked Prosus share options. The share options were awarded on 28 March 2014.
281 556 Prosus ordinary shares N have been disposed of to cover taxes and other related costs incurred on the exercise of the linked Prosus share options. 275 300 Prosus ordinary shares
N were sold to realise cash. The remaining 275 144 Prosus ordinary shares N have been transferred to his name.
14 On 29 June 2022, Mark Sorour exercised 6 766 share options. These share options relate to 1 827 share options linked to the listing of Prosus and 4 939 share options awarded on 2 July 2012.
4 / 104
Group overview
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Graphic overview of our LTI plans
Achievement of
performance condition
Continued
employment
How does a performance share unit (PSU) typically work?
PSU
Award made:
Performance
conditions and
vesting period
specified
at grant
Third anniversary
of grant
(year three)
Date
If yes
The vesting of a PSU is determined by time and meeting certain business performance conditions. If the threshold level of performance
is not achieved, no shares will be awarded to the participant.
According
to number
of shares released
to participant
(0% to 200%
of awarded PSUs)
How does a share appreciation right (SAR) work?
SAR
Award:
10 000 SARs
at a value
of US$10 each
25%
First anniversary
of grant (year one)
2 500
Percentage
of SARs vesting
Total number
of SARs vested
25%
Second anniversary
of grant (year two)
5 000
25%
Third anniversary
of grant
(year three)
7 500
Date
After two years, the employee, assuming they did not exercise their first 2 500 after year one, may exercise 5 000 of their 10 000 SARs.
If the value of a SAR at this point has increased to US$14, the employee made a gain of US$4 per SAR, giving the employee a total gain
of US$20 000 (5 000 SARs x US$4 gain per SAR). So, if exercised, the employee would be awarded a value of US$20 000. If there is no
increase in share value, there is no gain to the participant.
25%
Fourth anniversary
of grant (year four)
10 000
How does a stock option (SO) work?
SO
Offered:
400 SOs, and
closing price
on grant date
is US$100 per
scheme share
25%
First anniversary
of grant (year one)
100
Share options
vesting
Total number
of SOs vested
25%
Second anniversary
of grant (year two)
200
25%
Third anniversary
of grant
(year three)
300
Date
To illustrate: Two years after grant date, the employee chooses to exercise and pay for 200 scheme shares, ie US$100 x 200 = US$20 000.
If the market price of a scheme share has increased to US$120, and the employee decides to sell, that is a gain of US$20 per share. This
means the employee shares in the success of the group by earning a benefit of US$4 000, ie US$20 x 200 scheme shares. If there is no
increase in share value, there is no gain to the participant.
25%
Fourth anniversary
of grant (year four)
400
How does a restricted share unit (RSU) work?
RSU
Awarded:
200 RSUs
25%
First anniversary
of grant (year one)
50
RSUs
vesting
Total number
of RSUs vested
25%
Second anniversary
of grant (year two)
100
25%
Third anniversary
of grant
(year three)
150
Date
An employee is awarded 200 RSUs on grant date. On each vesting date, they will automatically receive 50 shares. Assuming that on the
first vesting date the price is US$100 per share, the employee would receive a benefit, at that point, to the value of US$5 000, ie 50 shares
x an assumed US$100 per share.
Note:
RSUs are not available to the CEO, CFO, or other senior executives across the group.
25%
Fourth anniversary
of grant (year four)
200
LTI policies
Date and price of SARs, SOs and
PSUs/RSUs
Our LTI policy does not allow for backdating LTI awards,
or for the offer price to be adjusted to bring underwater
SARs or SOs ‘into the money’. There is no strike price for
a PSU or an RSU; these are full-value shares and PSUs
vest only if the performance conditions determined
at grant are achieved. Offer prices may be adjusted
under the rules of the scheme to take account of material
structural changes to the group. For example, when
Prosus was listed in 2019, Naspers shareholders and
employees holding Naspers SOs received Prosus
capitalisation/Naspers N capitalisation shares
(depending on which share trust they participated
in) linked to each option.
LTI dividend policy
Employees of the Prosus group holding unvested PSUs,
RSUs or SOs do not receive ordinary dividends.
On vesting, these participants are treated like all other
shareholders with respect to ordinary dividends.
Prudent approach
Vesting periods are conservative relative to the companies
with which we compete for talent. Our LTI plans typically
vest over four years, with equal tranches vesting annually.
The PSU plan has a three-year cliff-vesting. Across the
consumer internet sector, a three or four-year vesting
period is common, with grants often vesting monthly after
the first year. In FY23, we continued to broaden the use
of RSUs as an effective LTI for many of our employees.
RSUs are a common LTI vehicle across the competitive
consumer technology sector. For our senior roles (excluding
senior executives), RSUs will continue to be complemented
with SAR allocations on our unlisted assets, aligning the
incentive to performance delivery and value creation
in the underlying business sectors. With that, RSUs
do not come in addition to SARs, but are part of the
blend of LTIs offered.
Note that RSUs are not available to the CEO, CFO,
or other senior executives across the group. In an
exceptional case, RSUs may be applied for a new
appointment to ‘buy out’ remuneration forfeited
on joining the company.
Our SO plans typically have a 10-year expiry term. This
is a common term length across the consumer internet
sector where early-stage businesses take longer to reach
maturity and create shareholder value. Since 1 April
2022, we have limited the expiry period of our SARs
plans to six years.
LTI scheme limits
We place limits on how much of the capitalisation (cap)
table is available for employee compensation. In general,
no more than 5% of the Prosus cap table can be used
for unvested employee compensation. For SARs plans
relating to our unlisted assets, no more than 15%
of the cap table can be used for unvested employee
compensation. Depending on the life stage of the
business, the scheme limit can be lower. When the
business takes funding from Prosus, the SAR scheme
is diluted as additional shares are issued.
Offer price
Also called grant price, strike price or purchase price.
The price of the share on the date the SAR or SO was
granted, at which the participant can buy the share
at a later date (or in the case of a SAR, used to calculate
a gain).
Exercise price
The price of the share at the time the participant chooses
to exercise their SARs or SOs. The value gain to the
participant is calculated by subtracting offer price from
exercise price.
Offer date
Also called grant date. The date on which an LTI is
offered to the participant, giving them the right to buy
or receive shares at a future date.
Performance management
Pay for performance is a pillar of our reward philosophy.
Personal performance and business performance are
the determining factors in whether an individual receives
a base salary increase, an annual performance-related
incentive payout and/or an LTI in the form of SARs, PSUs
(for executives only), RSUs (not for executives) or SOs.
Personal goals are determined as an outcome of the
annual business-planning process. As budgets and
operating plans are designed prior to the end of the
financial year, so too are personal performance goals.
These goals, if achieved, drive the accomplishment
of the financial and operating plan of the business.
Managers engage continuously with their teams
throughout the financial year to ensure their plans are
on track. At the end of the period, both the overall
performance of the business and the individual’s
achievement of their personal goals are considered,
and this may translate into paying an annual
performance-related STI. While we do not force-rank
performance scores, we do expect that any performance-
related incentive payments reflect overall performance,
where appropriate. Individuals who have performed well
against their performance-related incentive goals are
eligible to be considered for an LTI grant and pay
increase. Only strong performers are considered for
LTI awards.
Additional information
4 / 105
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
About this report
This annual report assesses our
performance for the financial year
ended 31 March 2024. We aim
to provide a view of our progress
and impact on society.
Reporting
We measure our performance by evaluating how
we create value for our key stakeholders. We also report
on the 11 material matters identified by our stakeholders
in our second materiality assessment and progress
against our strategy. We regularly measure returns
on invested capital. We understand the risks we take and
manage these to minimise their impact on our business
and results.
This way of telling a comprehensive, connected story
fits well with our holistic view of value and our focus
on creating sustainable value for long-term good.
Scope and boundary of reporting
Financial and non-financial reporting
This report constitutes the annual report as defined
by Dutch law and extends beyond financial reporting.
It reflects on non-financial performance, opportunities,
risks and outcomes attributable to or associated with key
stakeholders who have a significant influence on our
ability to create value.
Our subsidiaries, associates and investees (non-controlled
entities) are required to comply with applicable law and
regulation. The group also encourages its associates and
investees to adopt appropriate governance standards
(for example, codes of business ethics and conduct,
and policies relating to anti-bribery and anti-corruption,
competition compliance, privacy and sanctions and
export controls).
It includes the strategy and financial performance
of Prosus and its subsidiaries, joint ventures and
associates (the group). The scope of reporting on
non-financial data (GHG emissions), is included as an
appendix ‘Boundaries and scope of our GHG accounting’
to this report. Group reporting standards are continually
being developed to make disclosure meaningful and
measurable for stakeholders. Given the highly competitive
environment in which we operate, this report mostly
excludes financial targets or forward-looking statements
other than as explained on page 1.
Information on our website to which we refer in this
annual report is not included by reference in this annual
report and does not form part of it.
Non-IFRS financial measures and
alternative performance measures
In presenting and discussing our performance, we use
certain alternative performance measures not defined
by IFRS-EU, referred to as non-IFRS-EU financial measures,
alternative performance measures or APMs. Such
measures include economic-interest-basis information;
trading profit; adjusted EBITDA; headline earnings;
core headline earnings; and growth in local currency,
excluding acquisitions and disposals.
Segmental reviews in this report are prepared showing
revenue on an economic-interest-basis (which includes
consolidated subsidiaries and a proportionate share
of associated companies and joint ventures), unless
otherwise stated. Numbers included in brackets represent
the equivalent measure on the basis of growth in local
currency, excluding acquisitions and disposals.
The group provides APMs because the board believes
these give investors additional information to measure
its operating performance. These APMs should not
be viewed in isolation as alternatives to the equivalent
IFRS-EU measures and should be used as supplementary
information in conjunction with the most directly
comparable IFRS-EU measures. APMs do not have
a standardised meaning under IFRS-EU and therefore
may not be comparable to similar measures presented
by other companies. As such, their usefulness is subject
to limitations.
Refer to:
›
Note 21 ‘Segment information’ of the consolidated
financial statements for a reconciliation to the nearest
IFRS-EU measure of the following alternative
performance measures used in the segment
information: revenue on an economic-interest basis;
adjusted EBITDA; and trading profit or loss
›
Note 22 ‘Earnings per share’ of the consolidated
financial statements for a reconciliation to the nearest
IFRS-EU measure of headline earnings
›
Non-IFRS-EU financial measures and alternative
performance measures included in ‘Other information’
on pages 199 to 204 of this annual report for
a reconciliation to the nearest IFRS-EU measure of core
headline earnings; (diluted) core headline earnings
per share; and growth in local currency, excluding
acquisitions and disposals. Core headline earnings
information includes adjustments to exclude certain
results. The exclusion of certain items from non-IFRS-EU
measures does not imply that these items are
necessarily non-recurring. From time to time, the
group may exclude additional items if it believes
doing so would result in more transparent and
comparable disclosure.
Under IFRS-EU, the group accounts for its associate
and joint-venture investments under the equity method.
Throughout the financial review, references to ‘total
revenue’ or ‘total trading profit’ therefore exclude
the group’s share of revenue or trading profit from
investments in associated companies and joint ventures.
However, the group proportionately consolidates its share
of the results of its associated companies and joint
ventures in its segment information (referred to as
economic interest). This is considered to provide
additional information on the economic reality of these
investments and corresponds to the manner in which the
chief operating decision-maker (CODM) assesses sector
performance.
For further information, see ‘Non-IFRS-EU financial
measures and alternative performance indicators’ and
note 21 of the consolidated financial statements.
Legislation and frameworks that
inform our reporting
This annual report was prepared in compliance with:
›
Dutch corporate law, in particular the Dutch Civil Code
(Burgerlijk Wetboek)
›
Dutch securities law, in particular the Financial
Supervision Act
(Wet op het Financieel Toezicht)
›
Dutch Corporate Governance Code 2022, and
› IFRS-EU.
In addition, we are guided by the following standards
in preparing this annual report:
›
IFRS Foundation, which includes the Value Reporting
Foundation/SASB: this principles-based approach
promotes the concept of the six capitals
1
, which considers
material inputs and resources required to create and
sustain value in the long term. We describe key
components of the Prosus value chain (business model)
that create and sustain value for our stakeholders.
1 As identified in the framework of the International Integrated Reporting Council:
financial, human, intellectual, manufactured, social and natural capitals.
Material matters
Geopolitical stability
Business integrity
Management of workers
in value chain
Climate
action
Data privacy and
Cyber-resilience
Responsible investment
Social
inclusion
Sustainable
deliveries
Digital regulation and
AI governance
People (own workforce management, diversity, equity
and inclusion, talent attraction and retention)
Water use
4 / 106
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
About this report
›
We have aligned our climate change approach and
our annual reporting to the framework of the Task
Force on Climate-related Financial Disclosures
(TCFD).
›
To meet the needs of investors and analysts and
provide financially material information for all
our stakeholders, we base our disclosures where
possible on the industry standards of the
Sustainability Accounting Standards Board (SASB).
›
We support the United Nations Sustainable
Development Goals (UN SDGs) and, like many
other businesses, have identified those goals that
closely align with our businesses.
Sections of the directors’ report
This directors’ report, within the meaning
of article 391 of Book 2 of the Dutch Civil Code,
includes the following sections:
›
Group overview (pages 2 to 31)
›
Performance review (pages 32 to 45)
›
Sustainability review (pages 46 to 74)
›
Governance (pages 75 to 107)
–
Consolidated financial statements: Note 23
‘Share capital and premium – capital
management’
–
Note 40 ‘Financial risk management’
–
Note 44 ‘Subsequent events’.
The performance review provides information
on developments and results for the year ended
31 March 2024, as well as information on cash flow
and net debt. The directors’ report provides a true
and fair view of the group.
Details of the voting overview and protection structure
are included on pages 76 to 80.
On 22 June 2024, the board of directors authorised
the annual report for issue on 24 June 2024. This
annual report is subject to adoption by the annual
general meeting of shareholders.
Statement of responsibility by the
board of directors for the year
ended 31 March 2024
The annual report of the Prosus N.V. group (Prosus
or the group) and the company is the responsibility of the
directors of Prosus. In discharging this responsibility, they
rely on the management of the group to prepare the
annual report in accordance with Dutch law, including the
consolidated and company financial statements
presented on pages 117 to 184 and pages 185 to 198.
The consolidated and company financial statements
of Prosus for the year ended 31 March 2024, and the
undertakings included in the consolidation taken
as a whole, have been prepared in accordance with
International Financial Reporting Standards as adopted
by the European Union (IFRS-EU) and additional
disclosure requirements for financial statements
as required by Dutch law.
To the best of our knowledge:
1
The consolidated and company financial
statements, including the accompanying notes,
give a true and fair view of the assets, liabilities,
financial position as at 31 March 2024, and of the
results of our consolidated and company
operations for the year ended 31 March 2024.
2
The directors’ report includes a fair review of the
development and performance of our businesses
and the position of Prosus, as well as the
undertakings included in the consolidation taken
as a whole, and describes our principal risks and
uncertainties.
3
The directors’ report for the year ended
31 March 2024 gives a fair view of the information
required pursuant to article 5:25c of the Dutch Financial
Supervision Act
(Wet op het Financieel Toezicht)
.
4
The consolidated and company financial
statements for the year ended 31 March 2024 give
a fair view of the information required pursuant
to IFRS-EU and additional disclosure requirements
as required by Dutch law.
5
The annual report includes material risks and
uncertainties that are relevant to the expectation
of the company’s continuity for the period
of 12 months after the preparation of the report.
The directors are responsible for the establishment
and adequate functioning of a system of governance,
risk management and internal controls in the company.
Consequently, the directors have implemented
a broad range of processes and procedures designed
to provide control over the company’s operations.
These processes and procedures include measures
regarding the general control environment. All these
processes and procedures are aimed at providing
a reasonable level of assurance that we have
identified and managed the significant risks of the
company. Also, that we meet the operational and
financial objectives in compliance with applicable
laws and regulations. Information on our internal
control systems is set out in the governance section.
The internal audit function monitors compliance with
our internal control systems and updates management
on the emergence of new risks. It supports the annual
review of the effectiveness of the system of
governance, risk management and internal controls
of the board of directors. Internal audit provides
comfort to the audit committee and board of directors
that our system of risk management and internal
controls – as designed and represented by
management – are adequate and effective.
While we work towards continuous improvement
of our processes and procedures for financial
reporting, no major failings have occurred to the
knowledge of the directors and therefore directors
are of the opinion that these systems provide
reasonable assurance that financial reporting does
not contain material inaccuracies.
Based on forecasts and available cash resources, the
directors believe that the group and company have
adequate resources to continue operations as a going
concern for a period of at least 12 months after the
date of this report. Furthermore, the group has
sufficient liquidity to meet obligations as they fall due.
Accordingly, the financial statements support the
viability of the group and the company.
The independent auditing firm Deloitte
Accountants B.V., which was given unrestricted access
to all financial records and related data, including
minutes of all meetings of shareholders, the board
of directors and committees of the board, has audited
the consolidated and company financial statements.
The directors believe that all representations made
to the independent auditors during their audit were
valid and appropriate. Deloitte Accountants B.V. audit
report is presented on pages 109 to 115.
The annual report, including the consolidated and
company financial statements, was approved by
the board of directors on 22 June 2024 for
release on 24 June 2024 and signed by:
JP Bekker
FLN Letele
V Sgourdos
D Meyer
HJ du Toit
R Oliveira de Lima
S Dubey
SJZ Pacak
CL Enenstein
MR Sorour
M Girotra
JDT Stofberg
RCC Jafta
Y Xu
AGZ Kemna
4 / 107
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
1940
First electronic
computer
1960 – 2010
Pre deep-learning era.
Machines are
programmed
2010 – 2023
Deep-learning
era. Machines
learn from
data
Financial statements
In this section we provide our full set of annual financial statements for the year
ended 31 March 2024.
GenAI
– creating, preserving and avoiding the destruction of value
Artificial intelligence (AI) exploded
into the global public consciousness
in 2023 when generative AI or GenAI
became part of the everyday lexicon.
In the business world, AI also took centre
stage with R&D spending funnelled into
AI projects and investments flowing into
AI start-ups as the scale and breadth
of the opportunity became apparent.
In tandem with the initial awe and excitement, however,
is ongoing scrutiny of the ethical implications and need for
safeguards against misuse, at domestic and international level.
Governments of most major economies giving laser focus to AI
regulation.
Creating value
As a tech-focused group, we keenly understand that AI is
turbocharging the digitisation of economies and sparking
opportunities that will shape future generations of business.
AI has been core to our business and strategy for over five years.
In the same period, our talent pool of data scientists, machine-
learning engineers and data engineers has grown over
eightfold to around 550.
GenAI is creating another wave of opportunities, but also
risks of disruption. For our group, the priorities are to protect
existing investments and operations from this disruption,
while significantly accelerating innovation and designing
new products/businesses with GenAI.
Preserving value
Our edtech companies are most-exposed to risks and
opportunities from GenAI by virtue of their business models
centred on content.
Stack Overflow, for example, has faced this duality earlier
than other companies. While models like ChatGPT can distract
traffic from Stack Overflow, at the same time, its data and
community are unique and essential to train new models for
code assistance, such as those of OpenAI and Google but
also proprietary and others. In response, Stack Overflow has
introduced a set of tools called OverflowAI which includes
GenAI assistance for the public site and for Stack Overflow
for Teams products.
Avoiding value destruction
Every tech wave has its downside. In terms of AI, the different
types and levels of risks all require focus: the long-term
existential risks, and the existing ones. Disinformation,
supercharged by deep fakes, data privacy issues, and
biased decision making continue to erode trust.
In line with our purpose as a tech-centred group – using
AI responsibly is not negotiable. Our models must be robust,
so that they operate predictably within known boundaries
of reliability. They must be unbiased, not discriminate and
be transparent, so that their outputs can be clearly explained
and understood.
5 / 108
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Independent auditor’s report
To: The general meeting and the board of directors of Prosus N.V.
Report on the audit of the 2024 financial statements for the year ended
31 March 2024 and the annual report
Our opinion
We have audited the financial statements for the year ended 31 March 2024 of Prosus N.V., based in Amsterdam, the
Netherlands.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of Prosus N.V.
as at 31 March 2024, and of its result and its cash flows for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
1
The consolidated and company statements of financial position as at 31 March 2024.
2
The following statements for the year then ended: the consolidated income statement, the consolidated and company
statements of comprehensive income, changes in equity and cash flows.
3 The notes comprising material accounting policy information and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial
statements’ section of our report.
We are independent of Prosus N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit
of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake
de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants,
a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore,
we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our
opinion thereon. The following information in support of our opinion was addressed in this context, and we do not provide
a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the consolidated financial statements as a whole
at US$ 411 million and US$ 1 billion for the company financial statements. The materiality for the consolidated financial
statements is based on 1% of the net assets and for the company financial statements equates to 0.7% of the net assets.
We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users
of the consolidated financial statements for qualitative reasons.
We agreed with the board of directors that misstatements in excess of US$ 20.5 million for the consolidated financial
statements and US$ 50 million for the company financial statements, which are identified during the audit, would
be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
Component materiality for our five largest components ranged from US$ 70 million to US$ 140 million and our materiality
for other components did not exceed our overall group materiality.
Scope of the group audit
Prosus N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated
financial statements of Prosus N.V.
Because we are ultimately responsible for the opinion, we are responsible for directing, supervising and performing the
group audit. We tailored the scope of our audit to ensure that we, in aggregate, achieve sufficient coverage of the financial
statements for us to be able to give an opinion on the financial statements as a whole, taking into account the management
structure of the group, the nature of the operations of its components, the accounting processes and controls, and the
markets in which the component of the group operate. In this respect we have determined the nature and extent of the audit
procedures to be carried out on the entities within the group.
Our group audit is mainly focused on components individually significant to the group or due to risk, namely the Classifieds,
Etail, Payments & Fintech segments, Movile group (including iFood), Tencent Holdings Limited, Delivery Hero SE, as well
as the parent company Prosus N.V. These components have been subject to full scope audits of their complete financial
information which also means that our component audit teams performed further scoping and corresponding directing,
supervision and oversight procedures over their sub-components. Furthermore, we performed an audit of specified account
balances on selected financial statement line items within the Edtech segment due to risk in order to achieve appropriate
coverage over the consolidated financial statements.
We have performed audit procedures ourselves at Prosus N.V. and the corporate entity in the Netherlands. Furthermore,
we performed audit procedures at group level on areas such as consolidation, disclosures, impairment testing of assets
(including goodwill and investments in associates), share-based compensation and acquisitions and divestments. Specialists
were involved amongst others in the areas of valuations, information technology, forensics, tax and accounting.
For the selected component audit teams, the group audit team provided detailed written instructions, which, in addition
to communicating our requirements of component audit teams, also detailed significant audit areas and information
obtained centrally relevant to the audit of individual components.
We developed a plan for overseeing each component audit team based on its relative significance and specific risk
characteristics. For the Classifieds, Etail, Payments & Fintech segments, Movile group (including iFood) and Tencent Holdings
Limited components, oversight procedures included (virtual) meetings with the component auditor and component
management and working paper reviews. For Delivery Hero SE we met with the component auditor. We also reviewed for all
components, the component audit team deliverables to gain a sufficient understanding of the work performed based on our
instructions. The nature, timing and extent of our oversight procedures varied based on both quantitative and qualitative
considerations.
5 / 109
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
By performing the procedures mentioned above at group entities, together with additional procedures at group level,
we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide
an opinion on the financial statements.
As the result of the procedures performed audit coverage represents approximately 97% of the consolidated revenue, 93%
of consolidated profit before tax and 94% of consolidated total assets. Note that these percentages are calculated based
on the components that were subjected to a full audit as, on the basis of the oversight procedures described above,
we have concluded that the segment auditors have planned and performed their sub-group audits such that it allowed
them to obtain sufficient appropriate evidence to report to us on the financial information of the segment as a whole.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit
we obtained an understanding of the entity and its environment and the components of the system of internal control,
including the risk assessment process and management’s process for responding to the risks of fraud and monitoring the
system of internal control and how the audit committee exercises oversight, as well as the outcomes. We refer to section
“Creating value through intelligent risk management “of the management report for management’s (fraud) risk assessment
and how the non-executive board reflects on this (fraud) risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment,
as well as among others the code of business ethics and conduct, Speak Up policy and incident registration. We evaluated
the design and the implementation and, where considered appropriate, tested the operating effectiveness, of internal
controls designed to mitigate fraud risks.
We have made inquiries with executive and non-executive board members, including the chair of the audit committee and
risk committee, segment management and others, including internal audit and the legal affairs. As part of these interviews
we have obtained an understanding of management’s fraud risk assessment and the processes for identifying and
responding to the risks of fraud and the internal control that management has established to mitigate these risks. In these
interviews we also asked them whether they are aware of any actual or suspected fraud. This did not result in signals
of actual or suspected fraud that may lead to a material misstatement.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud,
misappropriation of assets and bribery and corruption in close co-operation with our forensic specialists. We evaluated
whether these factors indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risks and performed the following specific procedures.
Management override of controls
Description
As for any company, management is in a unique position to perpetrate fraud because of their ability to manipulate
accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be
operating effectively.
Our audit work and observations
Our audit procedures to respond to these fraud risks include, amongst others, an evaluation of relevant internal controls and
supplementary substantive audit procedures, including detailed testing of journal entries and post-closing adjustments based
on supporting documentation. Data analytics, including selection of journal entries based on risk-based characteristics, form
part of our audit approach to address the identified fraud risks.
Additionally, we performed further procedures including, among others, the following:
›
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures
and evaluated whether any findings were indicative of fraud or noncompliance.
›
We considered available information and made enquiries of relevant key management personnel, the executive and
non-executive board.
›
We tested the appropriateness of journal entries recorded in the general ledger and other adjustments made in the
preparation of the financial statements.
›
We evaluated whether the selection and application of accounting policies by the group, particularly those related
to subjective measurements and complex transactions, may be indicative of fraudulent financial reporting.
›
We evaluated whether the judgments and decisions made by management in making the accounting estimates included
in the financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud.
Management’s insights, estimates and assumptions that might have a major impact on the financial statements are
disclosed in note 3 of the financial statements. We have challenged management on several assumptions, that are subject
to significant management judgment, used in the valuation models for amongst others impairment tests. For further
information on our audit approach with respect to these assumptions and estimates, reference is made to the section ‘Our
key audit matters’.
›
We performed a retrospective review of management judgments and assumptions related to significant accounting
estimates reflected in prior year financial statements.
›
For significant transactions such as corporate transactions – including divestments, the share-repurchase program and the
removal of the cross-holding agreement with Naspers, we evaluated whether the business rationale of the transactions
suggests that they may have been entered into to engage in fraudulent financial reporting or to conceal misappropriation
of assets.
We did not identify specific indications of fraud or suspected fraud in respect of management override of controls.
Revenue recognition
The group operates various businesses across their operating segments and therefore has diverse processes, control
environments and systems utilized by management in accounting for revenue transactions.
Depending on the specific business, the contributing revenue stream, and the maturity thereof in its lifecycle, management
may have an incentive to understate or overstate revenue.
Independent auditor’s report
5 / 110
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Our audit work and observations
Where relevant to our audit, we have performed the following procedures to the identified fraud risk related to revenue
recognition:
›
Obtained an understanding of management’s control environment and tested the relevant controls pertaining to revenue
cycles;
›
Obtained an understanding of the IT environment relevant revenue recognition process, identified and tested the relevant
IT controls;
›
Evaluated the judgements applied by management in determining the appropriate accounting policies pertaining to the
revenue recognition;
›
Performed test of detail to agree the revenue recognized to underlying agreements, invoices and supporting
documentation, as well as performed substantive procedures over revenue transactions;
›
Evaluated the accounting treatment of any new transactions/contracts, one-off transactions, and significant changes
to existing contracts to confirm the timing of when the risk and rewards of the transaction have transferred;
›
Tested significant journal entries to revenue by verifying the appropriateness and validity of such entries; and
›
Tested the disclosures in the notes to the financial statements in accordance with IFRS.
We did not identify specific indications of fraud or suspected fraud in respect of revenue recognition.
Accounting and other implications of acquisitions and disposals – OLX Autos
and PayU GPO
Description
In 2023, the board approved the decision to exit the OLX Autos and PayU GPO businesses through a combination of sales
and/or closures of various business operations. Considering the size and complexity of these transactions, we determined
the fraud risk to be related to the accounting and disclosure of the related parties in such disposals.
Our audit work and observations
In order to address the fraud risk, we have performed the following specific procedures:
›
We have obtained an understanding of the end-to-end process and governance environment relevant to material
acquisitions and disposals;
›
We have tested the design and implementation of the relevant controls;
›
We evaluated whether the disposals of OLX Autos and PayU GPO involved related parties;
›
We performed background checks of acquiring parties and tested the appropriateness of the related disclosures.
We did not identify specific indications of fraud or suspected fraud associated with these disposals.
We have also identified fraud risks related to the valuation of share-based compensation and the impairment of goodwill,
equity-accounted investments with limited headroom. We refer to the paragraph “Key audit matters” for our procedures
performed. We did not identify specific indications of fraud or suspected fraud in relation to these valuations.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the entity through discussion with, amongst others, management, the Legal
Counsel and those charged with governance, reading minutes and reports of internal audit.
We involved our forensic specialists in this evaluation.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably
vary, we considered the following laws and regulations: (corporate) tax law, the requirements under the International
Financial Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code
with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the
financial statements.
We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations generally recognized
to have a direct effect on the financial statements.
Apart from these, the entity is subject to other laws and regulations where the consequences of non-compliance could have
a material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.
Given the nature of the entity’s business and the complexity of these other laws and regulations, there is a risk of non-
compliance with the requirements of such laws and regulations In addition, we considered major laws and regulations
applicable to listed companies.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the
determination of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may
be fundamental to the operating aspects of the business, to the entity’s ability to continue its business, or to avoid material
penalties (e.g., compliance with the terms of operating licenses and permits or compliance with environmental regulations)
and therefore non-compliance with such laws and regulations may have a material effect on the financial statements. Our
responsibility is limited to undertaking specified audit procedures to help identify non-compliance with those laws and
regulations that may have a material effect on the financial statements.
Our procedures are limited to (i) inquiry of management, the audit committee, the Executive Board and others within the
entity as to whether the entity is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with
the relevant licensing or regulatory authorities to help identify non-compliance with those laws and regulations that may have
a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and
regulations have been disclosed to us.
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Governance
Financial statements
Other information
Audit approach going concern
Our responsibilities, as well as the responsibility of the board of directors, related to going concern under the prevailing
standards are outlined in the “Description of responsibilities regarding the financial statements” section below. The board
of directors has assessed the going concern assumption, as part of the preparation of the financial statements, and
as disclosed in the consolidated financial statements (note 2, basis for preparation). The board of directors believes that
no events or conditions give rise to doubt about the ability of the group to continue in operation of a least twelve months
after adoption of the financial statements.
We have obtained management’s assessment of the entity’s ability to continue as a going concern, and have assessed the
going concern assumption applied. As part of our procedures, we evaluated whether sufficient appropriate audit evidence
has been obtained regarding, and have concluded on, the appropriateness of management’s use of the going concern
basis of accounting in the preparation of the financial statements. Based on these procedures, we did not identify any
reportable findings related to the entity’s ability to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements. We have communicated the key audit matters to the general meeting of shareholders. The key audit
matters are not a comprehensive reflection of all matters discussed.
The below identified key audit matters were addressed in the context of our audit of the financial statements as a whole
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment assessment of goodwill, equity-accounted investments and
investment in subsidiaries with limited headroom
Description
The consolidated financial statements include the following material assets as at 31 March 2024:
›
Goodwill, included in note 7, amounting to US$ 1 billion
›
Investment in associates, included in note 9, amounting to US$ 34.8 billion
The company financial statements includes the investments in subsidiaries, being the investment in MIH Internet Holdings
B.V., amounting to US$ 130 billion (including the amounts due from group companies) as disclosed in note 3 of the company
financial statements.
For goodwill, the Group is required to perform an annual test to assess the recoverable amount at the level of relevant cash
generating units and whenever there is an indication for impairment at an intermediate reporting date in accordance with
IAS 36 Impairment of Assets (IAS 36). For investments in associates and investment in subsidiaries, the Group and the
Company are required in accordance with IAS 36 to perform the impairment test whenever there is objective evidence
of impairment.
Management’s impairment tests resulted in recognition of impairment charges in the consolidated financial statements
amounting to US$ 372 million for goodwill and US$ 482 million for investments in associates.
We have pinpointed the risk to those material assets or CGUs which were most sensitive, thus where the headroom between
the carrying value and the recoverable value is such that a reasonable change in the assumptions or estimates could result
in an impairment.
Given the inherent level of judgement made by management to identify indicators of impairment and the subsequent
estimate of the recoverable amounts used in management’s impairment tests for these assets, procedures to evaluate the
reasonableness of amongst others projected cashflows and discount rates, required a high degree of judgement and
an increased extent of audit effort, including the need to involve our valuation specialists. Therefore, we considered the
impairment (indicator) assessment of goodwill, equity-accounted investments and the investment in subsidiaries as a key
audit matter.
Our audit work and observations
For investments in associates in the consolidated financial statements and the investment in subsidiaries in the company
financial statements, we assessed management’s evaluation of the presence of impairment indicators and for material
investments independently assessed, amongst others based on external market data, whether indicators for impairment existed.
Our audit procedures over management’s impairment tests, with assistance of our valuation specialists, included
amongst others:
›
Obtained an understanding of management’s impairment process and tested the design and implementation of relevant
controls as a basis for our mainly substantive audit approach;
›
Tested the carrying values of the CGUs or investments by tracing to underlying support or calculations;
›
Evaluated the reasonableness of the future forecast cashflows and underlying assumptions applied by management
in the impairment tests by, and where applicable (i) comparing actual results and/or forecasts to management’s historical
forecasts, (ii) evaluating the consistency with external market and industry data and (iii) evaluating the expectation
of analysts covering specific investments or CGUs of the Group;
›
Tested the reasonableness of discount rates by comparing inputs to external data, developing a range of independent
estimates and comparing those to the discount rate selected by management;
›
Tested the reasonableness of the terminal growth-rate by comparing to external sources for comparable businesses and/or
economic growth in combination with the reasonableness of the overall valuation;
›
Evaluated external analyst report valuations and compared these to management’s valuation (where applicable);
›
Where a value-in-use model was applied to listed investments, we compared the result to the listed share price (fair value
less cost of disposal) as at year-end and considered market related adjustments;
›
Evaluated the implied valuation multiples of the businesses in comparison to trading multiples of comparable businesses
and to financial analyst estimates;
›
Evaluated sensitivities in management’s projections that could cause a substantial change to the recoverable amount; and
›
Tested the disclosures provided by the Group in the notes to the consolidated and company financial statements
in accordance with IFRS.
The scope and nature of the procedures performed were appropriate and sufficient to address the key audit matter. Our
procedures did not result in any reportable matters.
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Sustainability review
Governance
Financial statements
Other information
Accounting for the equity-accounted investment in Tencent
Description
The Group holds a material investment in Tencent Holdings Limited (Tencent) which is equity accounted for in accordance
with IAS 28
Investments in Associates and Joint Ventures
(IAS 28). The carrying amount at 31 March 2024 is US$ 30.1 billion.
Tencent has a year-end (31 December) that is not coterminous with that of the Group (31 March). In accordance with IAS 28,
the Group applies lag period accounting where significant transactions that occurred between Tencent’s year-end and the
Group’s year-end are adjusted for.
As disclosed in note 6 in the consolidated financial statements, during the financial year, the group disposed of a net 2%
(inclusive of Tencent’s own share buy-back programme) of its investment in Tencent following the group’s open-ended share-
repurchase program from June 2022, aimed at increasing the Naspers’ and Prosus’ net asset value per share.
The disposal of a net 2% (inclusive of Tencent’s own share buy-back programme) resulted in a US$5.1 billion gain on partial
disposal being the excess of the proceeds received on the disposal over the proportion of its carrying value.
The accounting for the investment in Tencent is a matter of significance due to the magnitude of the carrying amount, the
significant contribution of the associate investment to the consolidated results of the Group, the accounting for the partial
disposals and the judgement involved in adjusting for significant transactions that occur in the lag period.
Therefore, we considered the accounting for the investment in Tencent as a key audit matter.
The disclosure related to the impact of Tencent on the Group’s results is included in notes 5, 6 and 9 of the consolidated
financial statements.
Our audit work and observations
We performed, among others, the following procedures:
›
Tested the design and implementation of the controls in place to review the calculation which includes the lag adjustments
and gain on partial disposal calculations of the investment in Tencent;
›
Obtained the equity-accounted results recorded by the Group and reconciled them to the audited 31 December
2023 financial statements of Tencent;
›
Tested the appropriateness of the lag period adjustments based on Tencent’s publicly available first quarter financial
information for the period ended 31 March 2024, as well as input from the component team to obtain evidence that
material lag period adjustments were appropriately accounted for;
›
Independently evaluated the accounting policies of Tencent to those of the Group to identify material differences with IFRS;
›
Tested the appropriateness of the accounting and reperformed the calculation underlying the gain on partial disposal
of the investment in Tencent and agreed the transaction to external supporting documentation such as bank statements,
share certificates and external public information; and
›
Tested the disclosures provided by the group in the notes to the consolidated financial statements in accordance with IFRS.
The scope and nature of the procedures performed were appropriate and sufficient to address the key audit matter. Our
procedures did not result in any reportable matters.
Significance of share-based compensation schemes and valuation of share-
based payments
Description
The Group has a number of share-based payment schemes (SBPs) which are used to grant share options, restricted stock
units (RSUs), performance share units (PSUs) and share appreciation rights (SARs) to employees and directors.
The grant date option fair value of equity settled SBPs and the reporting date fair value of the cash settled SBPs are
calculated by management using an option valuation model. In estimating the fair value of options management uses
assumptions relating to risk-free rates, volatility rates, dividend yields, forfeiture rates, listed share prices, and for schemes
with unlisted shares, the share prices of the underlying businesses. All awards are granted subject to the completion
of a requisite service (vesting) period by employees.
In determining the value of entities with unlisted shares, management uses an independent external valuation expert. The
expert uses a number of valuation methods in determining the entity value including the use of comparable peer multiples
and discounted cash flow valuations.
Due to the nature of share-based payment schemes as well as the complexity relating to the valuations, including the
judgements and estimates used in the option fair value models attributable to the schemes, the share-based payment
schemes were considered a key audit matter.
The disclosure of the SBPs is included in notes 37 of the consolidated financial statements.
Our audit work and observations
We performed the following procedures in respect of the share-based payment schemes:
In relation to the option fair value, we:
›
Obtained an understanding of management’s approach, model and assumptions in determining the option grant date fair
value of equity settled SBPs;
›
Evaluated whether the approach is in line with IFRS 2 Share Based Payments (IFRS 2);
›
Tested the design and implementation of relevant controls;
With the assistance of our internal valuation specialists, we evaluated the reasonability of the key inputs into the option fair
value models including:
›
Risk free rates;
›
Expected volatility rates;
›
Dividend yields; and
›
Forfeiture rates;
›
For schemes with listed shares, we agreed the share prices to the listed share price and for schemes with unlisted shares,
recalculated the share prices of the underlying businesses by dividing the valuations performed by management’s expert
by the outstanding number of shares of the relevant scheme.
In relation to the valuation of the unlisted shares, we:
›
Evaluated the competence, capabilities and objectivity of management’s experts utilised in performing the valuations; and
›
With the support of our internal valuation specialists, we obtained an understanding and tested the reasonability of the
valuation methodology applied by management’s expert in determining the enterprise value of the schemes with unlisted
shares.
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Sustainability review
Governance
Financial statements
Other information
We evaluated whether the disclosures were in compliance with the disclosure requirements of IFRS 2.
The scope and nature of the procedures performed were appropriate and sufficient to address the key audit matter. Our
procedures did not result in any reportable matters.
Elimination of the cross-holding structure between Naspers Limited (Naspers)
and Prosus N.V. (Prosus)
Description
Effective 18 September 2023, the cross-holding structure whereby Prosus held shares in its parent, Naspers, was eliminated
(the transaction).
The effective economic interest of the Prosus free-float shareholders and Naspers was retained at 57% and 43% of the issued
Prosus Ordinary N Shares respectively subsequent to the elimination of the cross-holding structure. Naspers continues
to exercise control over Prosus through its holding of 72% of the share voting rights in Prosus.
The elimination of the cross-holding structure was implemented through a series of transactions whereby, amongst others:
›
Prosus undertook a capitalisation issue of Prosus Ordinary N Shares which Naspers irrevocably waived its entitlement to;
and
›
Simultaneously, Naspers undertook a capitalisation issue of Naspers Ordinary N Shares which Prosus irrevocably waived
its entitlement to.
This resulted in Naspers maintaining its economic interest in Prosus but Prosus no longer owning shares in Naspers.
Due to the significance and complexity of the resultant impact on Naspers and Prosus, the elimination of the cross-holding
structure has been identified as a key audit matter.
The disclosure relating to the impact of the elimination of the cross-holding structure has been included in note 5 of the
consolidated financial statements.
Our audit work and observations
In evaluating the elimination of the cross-holding structure, we performed the following procedures:
›
Tested the design and implementation of the relevant controls that Prosus and Naspers have over the regulatory,
accounting and taxation considerations for the elimination of the cross-holding structure;
›
Evaluated the accounting treatment of the transaction in accordance with the requirements of IFRS with the support of our
technical accounting specialists;
›
Evaluated the taxation consequences of the transaction together with taxation specialists;
›
Confirmed the appropriate regulatory approvals were obtained by Naspers and Prosus;
›
Confirmed the approval of this transaction by the shareholders of both Prosus and Naspers on 23 August 2023 and
24 August 2023, respectively; and
›
Tested the disclosures provided by the group in the notes to the consolidated financial statements in accordance with IFRS.
The scope and nature of the procedures performed were appropriate and sufficient to address the key audit matter. Our
procedures did not result in any reportable matters.
Report on the other information included in the annual report
The annual report contains other information. This includes all information in the annual report in addition of the financial
statements and our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
›
Is consistent with the financial statements and does not contain material misstatements.
›
Contains all the information regarding the Directors’ report and the other information as required by Part 9 of Book 2 of the
Dutch Civil Code and as required by Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the remuneration
report.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial
statements or otherwise, we have considered whether the other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section
7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the
scope of those performed in our audit of the financial statements.
The board of directors of Prosus N.V. is responsible for the preparation of the other information, including the directors’
report and other information in accordance with Part 9 of Book 2 of the Dutch Civil Code. The board of directors of Prosus
N.V. is responsible for ensuring that the remuneration report is drawn up and published in accordance with sections 2:135b
and 2:145 subsection 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were appointed by the general meeting of shareholders as auditor of Prosus N.V. on 24 August 2022. The audit of the
year ended 31 March 2024 was our first year audit.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Prosus N.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU)
2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format
(hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the (partly) marked-up consolidated financial
statements, as included in the reporting package of Prosus N.V. complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance with the RTS
on ESEF, whereby management combines the various components into one single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package
complies with the RTS on ESEF.
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Governance
Financial statements
Other information
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ‘Assurance-opdrachten inzake
het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating
to compliance with criteria for digital reporting).
Our examination included amongst others:
›
Obtaining an understanding of entity’s financial reporting process, including the preparation of the reporting package.
›
Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and
designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion,
including:
–
obtaining the reporting package and performing validations to determine whether the reporting package containing the
Inline XBRL instance and the XBRL extension taxonomy files has been prepared in accordance with the technical
specifications as included in the RTS on ESEF;
–
examining the information related to the consolidated financial statements in the reporting package to determine
whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Board of Directors of Prosus N.V. for the financial statements
The Board of Directors of the entity is responsible for the preparation and fair presentation of the financial statements
in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Board of Directors is responsible
for such internal control as the Board of Directors determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Board of Directors is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Board of Directors should
prepare the financial statements using the going concern basis of accounting unless the Board either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors should disclose events and circumstances that may cast significant doubt on the company’s ability
to continue as a going concern in the financial statements.
Our responsibilities for the audit of the financial statements.
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate
audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material
errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The
materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance
with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:
›
Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error,
designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
›
Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control.
›
Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
›
Concluding on the appropriateness of the Board of Directors’ use of the going concern basis of accounting, and based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going
concern.
›
Evaluating the overall presentation, structure and content of the financial statements, including the disclosures.
›
Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the
group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group
entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group
entities for which an audit or review had to be carried out on the complete set of financial information or specific items.
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant findings in internal control that we identified during our audit. In this
respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation
on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report
is consistent with our audit opinion in this auditor’s report.
We provide the audit committee with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, related safeguards.
From the matters communicated with the audit committee, we determine the key audit matters: those matters that were
of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Amsterdam, 22 June 2024
Deloitte Accountants B.V.
Ingrid Buitendijk
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Other information
Limited assurance report of the independent auditor on the sustainability
information of Prosus N.V.
To: The general meeting and the board of directors of Prosus N.V.
Our conclusion
We have performed a limited assurance engagement on a selection of the sustainability information as stated in the Annual
Report of Prosus N.V. for the reporting year ending March 31, 2024 of Prosus N.V. based in Amsterdam.
Based on our procedures performed and the assurance information obtained, nothing has come to our attention that causes
us to believe that the selection of sustainability information in the accompanying Annual Report is not prepared, in all
material respects, in accordance with the applicable criteria as included in the ‘Applicable Criteria’ section of our report.
The selection of sustainability information is included in the Sustainability review chapter of the Annual Report.
Basis for our conclusion
We performed our examination in accordance with Dutch law, including Dutch Standard 3000A ’Assurance-opdrachten
anders dan opdrachten tot controle of beoordeling van historische financiële informatie (attest-opdrachten) (assurance
engagements other than audits or reviews of historical financial information (attestation engagements)). This engagement
is aimed to obtain limited assurance. Our responsibilities in this regard are further described in the ‘Our responsibilities for
examination of the selection of sustainability information’ section of our report.
We are independent of Prosus N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij
assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence).
Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics
for Professional Accountants).
We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a basis for
our conclusion.
Applicable criteria
The reporting criteria applied for the preparation of the selection of sustainability information are internally developed and
are disclosed on the Prosus website within the “Boundaries and scope of ESG reporting – Prosus FY24” document (available
at:
www.prosusreport2024.com/downloads.html
).
The comparability of the selection of sustainability information between entities and over time may be affected by the
absence of a uniform practice on which to draw, to evaluate and measure this information. This allows for the application
of different, but acceptable, measurement techniques.
Consequently, the selection of sustainability information needs to be read and understood together with the criteria applied.
Materiality
Based on our professional judgement we determined materiality levels for each relevant selection of sustainability matter.
When determining our materiality levels, we considered quantitative and qualitative aspects as well as the relevance
of information for both stakeholders and the company.
We agreed with the board of directors that misstatements which are identified during the assurance engagement and which
in our view must be reported on quantitative or qualitative grounds, would be reported to them.
Scope of the assurance engagement of the group
Prosus N.V. is the parent company of a group of entities. The selection of sustainability information incorporates the
consolidated information of this group of entities to the extent as specified in the publicly available document “Boundaries
and scope of ESG reporting – Prosus FY24”.
Our assurance procedures for the assurance engagement of the group consisted of both assurance procedures at group
level (consolidated) as well as at group components.
We have determined the scope of our assurance procedures in such a way that we perform sufficient procedures enabling
us to provide a conclusion on the selection of sustainability information. We considered, among other things, the
management structure of the group, the nature of the activities of the group components, the business processes and
controls and the industry in which the entity operates.
On this basis, we determined the nature and extent of the procedures at component level that were necessary to be
performed by the group auditor and by the component auditors.
The scope of our assurance engagement was to provide limited assurance on the following selection of sustainability
information:
Key performance Indicator*
Location of reporting
Scope 1 GHG Emissions
Page 3/50
Scope 2 GHG Emissions
Page 3/50
Scope 3 GHG Emissions
Page 3/50
Carbon Intensity
Page 3/50
Energy Consumption
Page 3/50
Training completion rate
Page 3/64
Number of substantiated Speak Up cases
Page 3/64
Number of non-substantiated Speak Up cases
Page 3/64
Number of ongoing Speak Up cases
Page 3/64
Data protection officer/CPO/privacy leader/privacy manager appointments
Page 3/63
Human resources/training/external certifications
Page 3/63
Number of audits, as aligned with Prosus’ approach in the past FYs
Page 3/63
Limitations to the scope of our assurance engagement
In the selection of sustainability information, the calculations to determine the GHG-related KPI’s are mostly based
on assumptions and sources from third parties. The assumptions and sources used are disclosed in the chapter Sustainability
review of the annual report and further elaborated in the publicly available document “Boundaries and scope of ESG
reporting – Prosus FY24” where the reporting policies, models and assumptions are explained, as available on the website
of Prosus N.V. We have reviewed that these assumptions and external sources are appropriate, but we have not performed
procedures on the content of these assumptions and external sources.
The references to external sources or websites in the selection of sustainability information are not part of the selection
of sustainability information as included in the scope of our assurance engagement. We therefore do not provide assurance
on this information.
Our conclusion is not modified in respect to these matters.
*
For a description of these KPIs, reference is made to the “Boundaries and scope of ESG reporting – Prosus FY24” document.
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Governance
Financial statements
Other information
Consolidated statement of financial position
as at 31 March 2024
31 March
Notes
2024
US$’m
2023
US$’m
ASSETS
Non-current assets
Property, plant and equipment
32
Goodwill
7
Other intangible assets
33
Investments in associates
9
Investments in joint ventures
10
Other investments
28
Related party loans and receivables
42
Financing receivables
29
Other receivables
35
Deferred taxation
20
Current assets
Inventory
34
Trade receivables
29
Financing receivables
29
Other receivables
35
Related party loans and receivables
42
Derivative financial instruments
40
Other investments
28
Short-term investments
27
Cash and cash equivalents
26
Assets classified as held for sale
36
Total assets
EQUITY AND LIABILITIES
Capital and reserves attributable to the group’s equity holders
Share capital and premium
23
Treasury shares
23
(2 563 )
(10 043 )
Other reserves
24
(46 867 )
(45 756 )
Retained earnings
25
Non-controlling interests
Total equity
Non-current liabilities
Long-term liabilities
30
Other non-current liabilities
31
Related party loans and payables
42
Cash-settled share-based payment liabilities
37
Provisions
38
Deferred taxation
20
Current liabilities
Current portion of long-term liabilities
30
Provisions
38
Trade payables
Accrued expenses
39
Other current liabilities
31
Cash-settled share-based payment liabilities
37
Related party loans and payables
42
Taxation payable
Derivative financial instruments
40
Bank overdrafts
26
Liabilities classified as held for sale
36
Total equity and liabilities
The notes are an integral part of these consolidated financial statements.
Responsibilities of the board of directors for the sustainability information
The board of directors is responsible for the preparation and fair presentation of the sustainability information in accordance
with the criteria as included in the ‘Applicable Criteria’ section. The board of directors is also responsible for selecting and
applying the criteria and for determining that these criteria are suitable for the legitimate information needs of stakeholders,
considering applicable law and regulations related to reporting. The choices made by the board of directors regarding the
scope of the sustainability information and the reporting policy are summarised in the publicly available document
“Boundaries and scope of ESG reporting – Prosus FY24”.
Furthermore, the board of directors is responsible for such internal control as it determines is necessary to enable the
preparation of the sustainability information that is free from material misstatement, whether due to error or fraud.
The non-executive board is responsible for overseeing the sustainability reporting process of Prosus N.V.
Our responsibilities for the examination of the selection of sustainability information
Our objective is to plan and perform the examination in a manner that allows us to obtain sufficient and appropriate
assurance evidence for our conclusion.
The procedures performed in this context differ in nature and timing and are less in extent as compared to reasonable
assurance engagements. The level of assurance obtained in a limited assurance engagement is therefore substantially
lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
We apply the (‘Nadere voorschriften kwaliteitssystemen’) (NVKS, regulations for Quality management systems) and accordingly
maintain a comprehensive system of quality management including documented policies and procedures regarding
compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements.
Our limited assurance engagement included among others:
›
Identifying areas of the selection of sustainability information where a material misstatement, whether due to errors
or fraud, is likely to occur, designing and performing assurance procedures to address these areas, and obtaining
assurance evidence that is sufficient and appropriate to provide a basis for our conclusion;
›
These procedures consisted among others of:
–
obtaining inquiries from management and/or relevant staff at corporate and segment level responsible for the
sustainability strategy, policy and results;
–
obtaining inquiries from relevant staff responsible for providing the information for, carrying out internal procedures
on, and consolidating the data in the selection of sustainability information;
–
obtaining assurance evidence that the selection of sustainability information reconciles with underlying records
of the company;
–
reviewing, on a limited test basis, relevant internal and external documentation;
›
Reconciling the relevant financial information with the financial statements.
Amsterdam, 22 June 2024
Deloitte Accountants B.V.
Ingrid Buitendijk
Limited assurance report of the independent auditor on the
sustainability information of Prosus N.V.
5 / 117
Group overview
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Governance
Financial statements
Other information
Consolidated income statement
for the year ended 31 March 2024
Consolidated statement of comprehensive income
for the year ended 31 March 2024
31 March
Notes
2024
US$’m
2023
US$’m
Continuing operations
Revenue
13
Cost of providing services and sale of goods
14
(3 245 )
(3 310 )
Selling, general and administration expenses
14
(2 388 )
(2 023 )
Other (losses)/gains – net
15
(380 )
(641 )
Operating loss
(546 )
(1 027 )
Interest income
16
Interest expense
16
(557 )
(553 )
Other finance income/(costs) – net
16
(55 )
Dividend income
Share of equity-accounted results
9, 10
Impairment of equity-accounted investments
9, 10
(483 )
(1 742 )
Dilution losses on equity-accounted investments
9
(238 )
(252 )
Gains on partial disposal of equity-accounted investments
9
Net (losses)/gains on acquisitions and disposals
17
(3 )
Profit before taxation
Taxation
19
(161 )
(42 )
Profit from continuing operations
(Loss)/profit from discontinued operations
1
5
(270 )
Profit for the year
Attributable to:
Equity holders of the group
Non-controlling interests
(16 )
(90 )
Per share information for the year from total operations (US cents)
2
Earnings per ordinary share N
Diluted earnings per ordinary share N
Per share information for the year from continuing operations (US cents)
2
22
Earnings per ordinary share N
Diluted earnings per ordinary share N
1
The prior year amount has been restated due to the discontinued operation of OLX Autos. Refer to note 5.
2
Earnings per share is based on the weighted average number of shares taking into account the cross-holding agreement from the share exchange. Refer to note 22.
The notes are an integral part of these consolidated financial statements.
31 March
Notes
2024
US$’m
Restated
1
2023
US$’m
Profit for the year
Other comprehensive income (OCI)
Items that may be subsequently reclassified to profit or loss
Foreign exchange (losses)/gains arising on translation of foreign operations
2, 3
(1 564 )
(2 448 )
Share of equity-accounted investments’ movement in foreign currency translation reserve
Items that may not be subsequently reclassified to profit or loss
Fair value (losses)/gains on financial assets through OCI
28
(1 775 )
(158 )
Share of equity-accounted investments’ movement in OCI
1
9
(511 )
(3 005 )
Total other comprehensive loss for the year – net of tax
(3 226 )
(4 814 )
Total comprehensive income for the year
Attributable to:
Equity holders of the group
Non-controlling interests
(4 )
(100 )
1
Relates to the voluntary change in accounting policy for the group’s share in the changes in NAV and share-based compensation reserve of equity-accounted investments. Refer to note 2.
2
The prior year includes the reclassification to the consolidated income statement of US$202 m relating to the disposal of Avito.
3
The significant movement relates to the translation effects from equity-accounted investments (refer to note 9). The current year also includes a net monetary gain of US$37 m (2023: US$102 m)
relating to hyperinflation accounting for the group’s subsidiaries in Turkey (refer to note 2).
The notes are an integral part of these consolidated financial statements.
5 / 118
Group overview
Performance review
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Financial statements
Other information
Consolidated statement of changes in equity
for the year ended 31 March 2024
Share
capital
and
premium
US$’m
Treasury
shares
US$’m
Foreign
currency
trans-
lation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combi-
nation
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
control-
ling
interest
US$’m
Total
US$’m
Balance at 1 April 2023
(10 043 )
(1 990 )
(1 929 )
(45 681 )
Total comprehensive income for the year
(944 )
(2 294 )
(4 )
Profit for the year
(16 )
Total other comprehensive loss for the year
(944 )
(2 294 )
(3 238 )
(3 226 )
Movements in equity-accounted investments equity reserves and NAV
Cancellation of treasury shares
(14 675 )
Removal of the cross-holding structure
1
(204 )
(771 )
(204 )
(204 )
Derecognition of Naspers residual asset
(204 )
(771 )
(204 )
(204 )
Repurchase of own shares
2
(7 195 )
(7 195 )
(7 195 )
Share-based compensation movements
(17 )
(17 )
(17 )
Share-based compensation expense
Contributions made to Naspers share trusts
(155 )
(155 )
(155 )
Other share-based compensation movements
(17 )
Direct equity movements
(285 )
(645 )
Direct movements from associates
(651 )
Realisation of reserves as a result of partial disposal of associate
(1 )
(285 )
Realisation of reserves as a result of disposals
(279 )
Other direct movements
(1 )
Remeasurement of written put option liabilities
Cancellation of written put option liabilities
(6 )
Dividends paid
3
(199 )
(199 )
(199 )
Transactions with non-controlling shareholders
4
(387 )
(383 )
(379 )
Balance at 31 March 2024
(2 563 )
(2 934 )
(2 610 )
(45 750 )
1
Relates to the removal of the group’s cross-holding structure. Refer to note 5.
2 Refer to note 5 for details of the Prosus/Naspers share-repurchase programme.
3
Dividends paid consist of US$84 m (2023: US$89 m) attributable to Naspers and US$115 m (2023: US$102 m) attributable to Prosus’ free float shareholders.
4
The current year relates to transactions with non-controlling shareholders. Refer to note 24.
The accompanying notes are an integral part of these consolidated financial statements.
5 / 119
Group overview
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Financial statements
Other information
Consolidated statement of changes in equity
for the year ended 31 March 2024
Share
capital
and
premium
US$’m
Treasury
shares
US$’m
Foreign
currency
trans-
lation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combi-
nation
reserve
US$’m
Share-
based
compen-
sation
reserve
US$’m
Retained
earnings
US$’m
Share-
holders’
funds
US$’m
Non-
control-
ling
interest
US$’m
Total
US$’m
Balance at 1 April 2022
(6 411 )
(358 )
(43 487 )
Total comprehensive income for the year
(1 641 )
(3 163 )
(100 )
Profit for the year
(90 )
Total other comprehensive loss for the year – restated
1
(1 641 )
(3 163 )
(4 804 )
(10 )
(4 814 )
Movement in equity-accounted investments equity reserves and NAV
1
Cancellation of treasury shares
(4 )
(6 407 )
Repurchase of own shares
2
(10 043 )
(10 043 )
(10 043 )
Capital restructure as a result of the share-repurchase programme
2
(616 )
(616 )
(616 )
Share-based compensation movements
(120 )
(112 )
(112 )
Share-based compensation expense
Contributions made to Naspers share trusts
(191 )
(191 )
(1 )
(192 )
Modification of share-based compensation benefits
(13 )
(4 )
(4 )
Other share-based compensation movements
(51 )
(1 )
(52 )
(52 )
Direct equity movements
(148 )
(364 )
(501 )
Direct movements from associates
(338 )
Realisation of reserves as a result of partial disposal of associate
(364 )
Realisation of reserves as a result of disposals
(169 )
(232 )
Other direct movements
(21 )
Remeasurement of written put option liabilities
Cancellation of written put option liabilities
Other movements
(14 )
(14 )
(14 )
Dividends paid
3
(191 )
(191 )
(191 )
Transactions with non-controlling shareholders
4
(1 639 )
(1 )
(1 631 )
(1 603 )
Balance at 31 March 2023
(10 043 )
(1 990 )
(1 929 )
(45 681 )
1
Relates to the impact of the voluntary change in accounting policy for the group’s share in the changes in NAV and share-based compensation reserve of equity-accounted investments. Refer to 2.
2
Relates to the purchase of Naspers shares as part of the share-repurchase programme. Refer to note 5 for details of the Prosus/Naspers share-repurchase programme.
3
Dividends paid consist of US$89 m attributable to Naspers and US$102 m attributable to Prosus’ free-float shareholders.
4
This relates mainly to the transaction with the non-controlling shareholders of iFood.
The accompanying notes are an integral part of these consolidated financial statements.
5 / 120
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Group overview
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Financial statements
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5 / 121
Consolidated statement of cash flows
for the year ended 31 March 2024
Notes to the consolidated financial statements
for the year ended 31 March 2024
31 March
Notes
2024
US$’m
2023
US$’m
Cash flows from operating activities
Cash generated from/(utilised in) operations
18
(349 )
Dividends received from equity-accounted investments
Cash generated from operating activities
Interest income received
Interest costs paid
(557 )
(551 )
Taxation paid
(138 )
(107 )
Net cash generated from/(utilised in) operating activities
(120 )
Cash flows from investing activities
Property, plant and equipment acquired
(42 )
(229 )
Proceeds from sale of property, plant and equipment
Intangible assets acquired
(25 )
(33 )
Proceeds from sale of intangible assets
(1 )
Acquisitions of subsidiaries and businesses, net of cash
11
(2 )
(18 )
Disposals of subsidiaries and businesses, net of cash
12
Acquisition of associates
6
(12 )
Additional investment in existing associates
6
(49 )
(292 )
Partial disposals of associates
6
Acquisition of short-term investments
1
(13 738 )
(6 605 )
Maturity of short-term investments
1
Repayment of loans/(loans advanced) to related parties
42
Cash paid for other investments
2
28
(136 )
(559 )
Cash received from other investments
3
28
Cash movement in other investing activities
(19 )
(33 )
Net cash generated from investing activities
Cash flows from financing activities
Payments for the repurchase of own shares
23
(7 277 )
(9 901 )
Proceeds from long and short-term loans raised
30
Repayments of long and short-term loans
30
(99 )
(56 )
Capital restructure as a result of the share-repurchase programme
4
(615 )
Additional investments in existing subsidiaries
5
(385 )
(1 606 )
Repayments of capitalised lease liabilities
30
(60 )
(51 )
Contributions made to the Naspers share trusts
42
(155 )
(191 )
Additional investment from non-controlling shareholders
Dividends and capital repayments to shareholders
(199 )
(191 )
Cash movements in other financing activities
(3 )
(11 )
Net cash utilised in financing activities
(8 116 )
(12 451 )
Net movement in cash and cash equivalents
(6 862 )
Foreign exchange translation adjustments on cash and cash equivalents
(165 )
(69 )
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents classified as held for sale
36
(350 )
(94 )
Cash and cash equivalents at the end of the year
26
1
Relates to short-term cash investments with maturities of more than three months from the date of acquisition. Refer to note 27.
2
Relates to payments for the group’s fair value through other comprehensive income investments.
3 Relates mainly to the group’s investments measured at fair value.
4
Relates to the capital restructure from the group’s acquisition of Naspers shares.
5
Relates to transactions with non-controlling interest resulting in changes in the effective interest of existing subsidiaries.
The notes are an integral part of these consolidated financial statements.
Nature of operations
(naamloze vennootschap)
incorporated under Dutch law, with
its registered head office located at Symphony Offices, Gustav Mahlerplein 5, 1082 MS Amsterdam, the Netherlands (registered in the
Dutch commercial register under number 34099856). Prosus is a subsidiary of Naspers Limited
in South Africa. Prosus is listed on the Euronext Amsterdam Stock Exchange, with a secondary listing on the JSE Limited’s stock exchange
and A2X Markets in South Africa.
in markets with long-term growth potential, Prosus builds leading consumer internet companies that empower people and enrich
communities. The group is focused on building meaningful businesses in the online classifieds, payments and fintech, food delivery and
education technology segments in markets that include Europe, India and Brazil. Through its Ventures team, Prosus actively seeks new
opportunities to partner with exceptional entrepreneurs who are using technology to address big societal needs. Every day, millions
of people use the products and services of companies that Prosus has invested in, acquired or built. The group operates and partners
with a number of leading internet businesses across the Americas, Africa, Central and Eastern Europe, and Asia in segments including
online classifieds, food delivery, payments and fintech, edtech, health, etail and social and internet platforms.
Basis of preparation
Standards as issued by the International Accounting Standards Board (IFRS) as adopted by the European Union (IFRS-EU), as well as the
Interpretations (IFRICs) of the IFRS Interpretations Committee (IFRS IC) and the interpretations published by the Standing Interpretations
Committee (SIC) as well as the requirements under Dutch law, including Title 9 of Book 2 of the Dutch Civil Code.
The material accounting policies applied in the preparation of these consolidated and company financial statements have been
Operating segments
The group’s operating segments reflect the components of the group that are regularly reviewed by the chief operating decision-maker
(CODM) as defined in note 21 ‘Segment information’.
In March 2023, the group announced its decision to exit the OLX Autos business unit. The exit process is being executed for each
operation within the business unit in its local market. The business unit as a whole represents a separate major line of business, both
in terms of the distinct nature of the business and its contribution to the operational performance of the group. As such, the operations
that are disposed, classified as held for sale or closed down by 31 March 2024 have been presented as discontinued operations and
are reviewed separately by the CODM.
The comparative financial results of the relevant operations in the OLX Autos business described above, previously presented in the
Classifieds Ecommerce segment, have been reclassified and presented in discontinued operations to allow the current performance
of the business to be compared to prior periods. The change has no impact on the total group revenue, adjusted EBITDA and trading
(loss)/profit in prior periods.
From 1 April 2022, following the separation from the OLX Group, the CODM reviewed the financial results of Avito separately from the
Classifieds Ecommerce segment. The financial results of Avito are presented as a discontinued operation in the financial year ended
31 March 2023 in the operating segment information up until the date of disposal in October 2022.
The group proportionately consolidates its share of the results of its associates and joint ventures in its disclosure of segment results.
Group overview
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Financial statements
Other information
5 / 122
Notes to the consolidated financial statements
Accounting framework and critical judgements
continued
2.
Basis of preparation
The consolidated and company financial statements are prepared on the going concern basis. Based on forecasts and available cash
resources, the group and company have adequate resources to continue operations as a going concern for the foreseeable future. As at
31 March 2024, the group recorded US$16.0bn in cash, comprising US$2.2bn of cash and cash equivalents net of bank overdrafts and
US$13.8bn in short-term cash investments. The group had US$16.0bn of interest-bearing debt (excluding capitalised lease liabilities) and
an undrawn US$2.5bn revolving credit facility. Refer to note 23 ‘Share capital and premium – capital management’ for details of how the
group manages its capital to safeguard its ability to continue as a going concern.
In assessing going concern, the impact of internal and external economic factors on the group’s operations and liquidity was considered
in preparing the forecasts and in assessing the group’s actual performance against budget. The board is of the opinion that the group
has sufficient financial flexibility to continue as a going concern in the year subsequent to the date of these consolidated and company
The consolidated financial statements are presented in US dollar (US$) which is the group’s presentation currency. However, the group
measures the transactions of its operations using the functional currency determined for that specific operating entity which is the
In June 2022, the International Monetary Fund declared Turkey as a hyperinflationary economy. Accordingly, the group applied the
hyperinflationary accounting requirements of IAS 29
Financial Reporting in Hyperinflationary Economies
for the group’s subsidiaries
in Turkey. As the presentation currency of the group is that of a non-hyperinflationary economy, comparative amounts are not adjusted
for changes in the price level or exchange rates in the current year.
The results, cash flows and financial position for the group’s subsidiaries in Turkey are adjusted using a general price index to reflect the
current purchasing power at the end of the reporting period. The carrying amounts of non-monetary assets and liabilities are adjusted
to reflect the change in the general price index from the date of acquisition of these subsidiaries to the end of the reporting period. The
gain or loss on the net monetary position from translation of the financial information is recognised in the consolidated income statement,
except for goodwill, other intangible assets and deferred tax liabilities arising at acquisition of these subsidiaries. The impact of the gain
on the net monetary position in the consolidated income statement is not material.
Goodwill, other intangible assets and deferred tax liabilities arising at acquisition of these subsidiaries are restated using the general
price index at the end of the reporting period. The gain or loss on the net monetary position from the adjustment to these assets and
liabilities is recognised in other comprehensive income and accumulated in the foreign currency translation reserve in equity.
The general price index as published by the Turkish Statistical Institute was used in adjusting the results, cash flows and financial position
reserves of equity-accounted investments
Effective 1 April 2023, the group made a voluntary change to its accounting policy for the recognition of changes in the NAV and equity
reserves of its equity-accounted investments. Changes in the NAV and equity reserves of equity-accounted investments are now
recognised directly in equity. Previously, these changes were recognised in other comprehensive income in the consolidated statement
of comprehensive income and accumulated in equity in the ‘Valuation reserve’ due to the lack of prescriptive IFRS guidance for
transactions of this nature. These changes that will now be recognised directly in equity will continue to be accumulated in the ‘Valuation
reserve’.
The group considers that the voluntary change in the accounting policy will provide more relevant and reliable information about the
effects of underlying transactions with equity-accounted investments as these changes impact their equity and have no impact on the
equity-accounted investments’ other comprehensive income.
The group has adopted this change in accounting policy retrospectively. The change has no impact on the group’s equity or ‘Valuation
reserve’ as the amounts previously recognised in the consolidated statement of comprehensive income will continue to be accumulated
in the ‘Valuation reserve’. The group has restated the consolidated statement of comprehensive income for this change. Below
is a summary of the impact of the change in accounting policy on the consolidated statement of comprehensive income:
Consolidated statement of comprehensive income
Year ended |
|||
31 March 2023 |
|||
Change in |
|||
Previously |
accounting |
||
reported |
policy 1 |
Restated |
|
US$’m |
US$’m |
US$’m |
|
Share of equity-accounted investments movement in other comprehensive |
|||
income and NAV |
(1 741) |
(1 264) |
(3 005) |
Total comprehensive income/(loss) for the year |
6 472 |
(1 264) |
5 208 |
Attributable to: |
|||
Equity holders of the group |
6 570 |
(1 262) |
5 308 |
Non-controlling interests |
(98) |
(2) |
(100) |
6 472 |
(1 264) |
5 208 |
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions or the dates of the valuations where items are remeasured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the consolidated income statement, except when deferred
in the consolidated statement of other comprehensive income as part of qualifying cash flow hedges.
Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss
recognised in ‘Other finance income – net’ in the consolidated income statement. Translation differences on non-monetary equity
investments classified at fair value through other comprehensive income are recognised in the consolidated statement of other
comprehensive income and accumulated in the valuation reserve as part of the fair value remeasurement of such items.
The results and financial position of all foreign operations (except for those which operate in a hyperinflationary economy)
that have a functional currency that is different from the group’s presentation currency are translated into the presentation
currency as follows:
›
Assets and liabilities are translated at the closing rate at the reporting date.
›
Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated
at the spot rate on the dates of the transactions).
›
The nominal amount of share capital is translated at the closing rate in terms of Dutch law. Exchange differences
on translation are recognised directly in retained earnings.
›
All other resulting exchange differences except equity are recognised in the consolidated statement of other comprehensive
Foreign operations
The group recognises foreign exchange differences relating to monetary items that form part of its net investment in its foreign
operations in the consolidated statement of other comprehensive income where settlement of the item is neither planned nor
likely to take place in the foreseeable future. When a foreign operation is disposed of, the accumulated foreign exchange
for the year ended 31 March 2024
Group overview
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Financial statements
Other information
5 / 123
Notes to the consolidated financial statements
Accounting framework and critical judgements
for the year ended 31 March 2024
Accounting judgements and sources of estimation uncertainty
The preparation of the financial statements necessitates the use of estimates, assumptions and judgements by management. These
estimates and assumptions affect the reported amounts of assets, liabilities and contingent assets and liabilities at the statement
of financial position date as well as the reported income and expenses for the year. Although estimates are based on management’s
best knowledge and judgement of current facts as at the statement of financial position date, the actual outcome may differ from
these estimates.
Estimates are made regarding the fair value of intangible assets recognised in business combinations; goodwill impairment (refer
to note 7); impairment of equity-accounted investments (refer to note 9 and note 10), the valuation of investments measured at fair value
through other comprehensive income (refer to note 41); impairment of financial assets carried at amortised cost and other assets
(refer to note 29); the valuation and remeasurement of written put option liabilities (refer to note 31); impairment of property, plant and
equipment (refer to note 32); recognition and impairment of other intangible assets (refer to note 33); the fair value of the disposal group
(refer to note 36), allocation of goodwill to the disposal group (refer to note 36), equity-compensation benefits (refer to note 37) and the
fair value of the residual interest in the Naspers group (refer to note 5). Where relevant, the group has provided sensitivity analyses
demonstrating the impact of changes in key estimates and assumptions on reported results.
The following accounting judgements had the most significant impact on the consolidated financial statements:
Lag periods applied when reporting results of equity-accounted investments
Where the reporting periods of associates and joint ventures (equity-accounted investments) are not coterminous with that of the group
and/or it is impracticable for the relevant equity-accounted investee to prepare financial statements as of 31 March (for instance due
to the availability of the results of the equity-accounted investee relative to the group’s reporting period), the group applies
an appropriate lag period of not more than three months in reporting the results of the equity-accounted investees. Significant
transactions and events that occur between the non-coterminous reporting periods are adjusted for. The group exercises significant
judgement when determining the transactions and events for which adjustments are made.
Accounting for equity-accounted investments share of other comprehensive income and
changes in net asset value
The group recognises its share of equity-accounted investments other comprehensive income in the statement of comprehensive income.
Other changes in net assets of associates and joint ventures are recognised directly in equity. Other changes in net assets of the
associate and joint ventures include changes in their share-based compensation reserve, transactions with non-controlling shareholders
and other direct equity movements. Equity-accounted investments’ share of other comprehensive income and changes in net asset value
are accumulated in the valuation reserve.
Accounting for written put option liabilities
The group accounts for all written put options as liabilities equal to the present value of the expected redemption amount payable in the
statement of financial position. The present value is based on a discounted cash flow model, market multiples or a recent transaction
during the current year in which the equity value was determined. This applies regardless of whether the group has the discretion
to settle in its own equity instruments or cash. Written put option liabilities that are linked to a committed employment period are
accounted for as cash-settled share-based compensation benefits. The expected redemption amounts payable for these written put
options are dependent on the completion of an employment service period. Management’s judgements and estimates relate to the
inputs used in determining the present value of the expected redemption amount payable.
The group recognises cash and equity-settled share-based payment expenses arising from its various share incentive schemes and
exercises significant judgement when calculating these expenses. Where the group has a choice of settlement, it classifies the
share-based payment transaction as cash-settled based on management’s estimate of the most likely outcome, its settlement policy and
whether it has a present obligation to settle in cash; otherwise, it accounts for the transaction as equity settled. Expenses are generally
based on the fair values of awards granted to employees.
Fair value is measured using appropriate valuation and option pricing models, where applicable. The values assigned to the key
assumptions used in the valuation models for the group’s most significant share incentive schemes are disclosed in note 37.
The group provides funding via loan account or provides equity contributions to Naspers group share trusts to acquire Naspers or Prosus
shares on the market for settlement of Naspers group’s equity-compensation benefits. The trust provided with funding and the trusts that
receive equity contributions from the group are controlled structured entities of the Naspers group as they administer Naspers group
share schemes for all employees and are approved by the Naspers board. The group cannot make decisions over the Naspers group
Accounting judgements related to the cash flow classification for the contribution to
Naspers group equity-compensation plans
The Naspers group has restricted stock units (RSUs) and performance share units (PSUs) which are accounted for as equity-settled
compensation plans. These equity-compensation benefits are provided to employees of the Prosus group.
Contributions made by the group to fund the purchase of the shares on the market by the Naspers group share trusts have been
classified as financing activities on the consolidated statement of cash flows. This is because the Prosus group has no economic interest
in the shares acquired and does not control the share trusts. The contributions are in substance a distribution to the Naspers group.
Prosus share exchange with Naspers shareholders prior to the cancellation of the
cross-holding structure
In August 2021, Prosus offered Naspers shareholders Prosus ordinary shares N in exchange for Naspers N ordinary shares. The transaction
resulted in Prosus acquiring Naspers shares. Simultaneously with this transaction, a distribution agreement (hereafter referred to as the
cross-holding agreement) was entered into between Naspers and Prosus. The cross-holding agreement takes into account Prosus’ indirect
interest in itself from holding Naspers shares. It mandates that Prosus waives all rights to all distributions (including dividend flows) from its
Naspers shares held, other than the portion attributable to the residual interest in the Naspers group (primarily Takealot, Media24 and
corporate entities). Prosus is also restricted from disposing all or any portion of its Naspers shares held without the consent of Naspers.
In addition, Naspers is obligated to pass on any distributions (including dividends) it receives from Prosus to its free-float shareholders.
Majority of the value of the Naspers shares is derived from the investments in the Prosus group. Based on the substance of the
transaction the portion of Prosus’ effective interest in Naspers that relates to Prosus’ underlying investments is accounted for
as a shareholder distribution. This is recognised in equity in the ’Existing control business combination reserve’. This portion of the
transaction is therefore treated as a transaction with shareholders in contemplation of a capital restructure. Only Prosus’ residual interest
in the Naspers group is recognised as an FVOCI investment on the consolidated statement of financial position.
In addition, as a result of the cross-holding agreement, Naspers shares acquired by Prosus in the share-repurchase programme are accounted
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Accounting framework and critical judgements
Accounting developments
The group has adopted all new and amended accounting pronouncements that are relevant to its operations and that are effective for
financial years commencing 1 April 2023 but these did not have a significant effect on the group’s consolidated financial statements.
The following new standards, interpretations and amendments to existing standards, that are considered relevant to the group, are not
yet effective as at 31 March 2024. The group is currently evaluating the effects of these standards and interpretations, which have not
been early adopted. The estimated impact is not considered to be material at this stage for the following standards and interpretations
except for the newly issued IFRS 18 which is still being assessed by the group:
Standard/Interpretation | Title/Amendment area | Effective for year ending |
IAS 1 | Classification of Liabilities as Current or Non-current and Non- | March 2025 |
current Liabilities with Covenants | ||
IFRS 16 | Lease Liability in a Sale and Leaseback | March 2025 |
IAS 7/IFRS 7 | Disclosures: Supplier Finance Arrangements | March 2025 |
IAS 21 | Lack of exchangeability of currencies | March 2026 |
IFRS 18 | Presentation and Disclosure in Financial Statements | March 2028 |
The Pillar Two model rules
Under the Organization for Economic Cooperation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit
Shifting (BEPS), Pillar Two introduces a global minimum effective tax rate (ETR) of 15% for multinational groups with consolidated revenue
exceeding €750m or more in at least two of the last four consecutive financial years. The aim is to ensure that multinational groups pay
a minimum level of tax on the income generated in each jurisdiction where they operate. The regulation will be effective to our group
from 1 April 2024.
The group has evaluated what the implications are of these new tax laws and regulations in the countries in which we operate. Based
on our assessments and analysis, the financial impact of Pillar Two on the financial statements is expected to be minimal. This is because
our businesses are predominantly based in high tax jurisdictions, whereby (permanent) book-to-tax differences with a decreasing effective
tax rate (ETR) effect are exceptional. Based on our analysis of the transitional Country-by-Country-Reporting (CbCR) safe harbour provisions,
it is expected that the significant countries in which the group operates meet at least one of the safe harbour tests (Simplified ETR test,
De minimis test exception or Routine Profit test) and that the vast majority of the smaller countries and businesses equally qualify for relief.
Due to complexities in applying the Pillar Two legislation as well as the fact that further guidance on rules and regulations is expected
in the coming period, the group will continue to assess the impact of the Pillar Two legislation on its future financial performance.
The group has adopted the IASB amendments to IAS 12 to introduce a temporary mandatory relief from accounting for deferred tax
that arises from legislation implementing the Pillar Two rules. Under this relief, an entity would neither recognise nor disclose
information about deferred tax assets and liabilities related to Pillar Two income taxes. Following the amendments, the group has
applied the exception.
Considering the Pillar Two rules are effective from 1 April 2024 there is no current tax impact for the year ended 31 March 2024. The
group has applied a temporary mandatory relief from deferred tax accounting for the impact of Top-up Tax and will account for it as
a current tax if and when it is incurred.
Other new standards, interpretations and amendments to existing standards not
yet effective
None of the other new standards, interpretations and amendments to existing standards that are not yet effective as at 31 March 2024
Significant changes in financial position and performance during the
reporting period
Removal of the group’s cross-holding structure
On 27 June 2023, the group announced its intention to remove the cross-holding structure between Prosus and Naspers (the transaction).
This transaction was completed in September 2023. The transaction aimed to address the limitation on the share-repurchase programme
at the Naspers level arising from the cross-holding structure and the complexity arising from the cross-holding structure.
The removal of the cross-holding structure was implemented by the completion of the following key transaction steps:
1
Prosus undertook a share capitalisation issue of new ordinary shares N, ordinary shares B and ordinary shares A1. The capitalisation
issue of the ordinary shares N was to Prosus’ free-float shareholders. Naspers irrevocably waived its entitlement to ordinary shares N.
The capitalisation issue of the ordinary shares B was to Naspers and the capitalisation issue of ordinary shares A1 was to the
holders of the issued ordinary shares A1.
2
Immediately prior to the Naspers capitalisation issue, the Naspers N ordinary shares held by its subsidiary MIH Treasury Services
Proprietary Limited (MIH Treasury) were distributed to Naspers and were immediately cancelled.
3
Naspers undertook a capitalisation issue of new Naspers N ordinary shares and A ordinary shares. The capitalisation issue of the
N ordinary shares was to Naspers’ free-float shareholders. Prosus irrevocably waived its entitlement to Naspers N ordinary shares.
The capitalisation issue of A ordinary shares was to the holders of the issued A ordinary shares.
4
Naspers converted its N ordinary shares and A ordinary shares from par to no par value shares. Subsequent to the capitalisation
issue, Naspers facilitated the proportional share consolidation of N ordinary shares and A ordinary shares to the respective holders
of these issued shares, including Prosus.
5
The share consolidation resulted in a Prosus minimal holding of Naspers N ordinary shares, which were subsequently sold
on the market.
The memorandum of incorporation of Naspers and the articles of association of Prosus were amended to facilitate the above transaction
steps. Prior to the implementation of the above transaction, the group obtained all regulatory and shareholder approvals.
Naspers’ voting interest and control of Prosus is determined by the total voting rights that Naspers has in Prosus pursuant to the Prosus
ordinary shares N and the Prosus ordinary shares B that it holds. The control structure of Prosus remained unchanged subsequent to the
above transaction. Naspers remained the controlling shareholder of Prosus as it retained a 72.96% voting interest in Prosus. In addition,
the tax status of Naspers and Prosus remained unchanged subsequent to this transaction.
The cross-holding structure between Naspers and Prosus established the effective economic interest (effective interest) of the
Naspers free-float shareholders in the Prosus group. Post the implementation of the above transaction, the Naspers and Prosus
free-float shareholders’ respective effective interest in Prosus remained similar to what it was immediately prior to the removal of this
cross-holding structure. The transaction therefore allowed for the Prosus free-float shareholders to directly have an effective interest
in Prosus without the complexity of the cross-holding structure. The legal ownership of Prosus is now aligned with the effective economic
interests of its shareholders.
The above key transaction steps happened simultaneously and in contemplation of each other. They were therefore accounted for
as a single arrangement with the effective date of 18 September 2023, which is the closing date when all the transaction steps
were completed.
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Accounting framework and critical judgements
5.
Significant changes in financial position and performance during the
continued
reporting period
continued
Removal of the group’s cross-holding structure
Accounting for the removal of the group’s cross-holding structure
The capitalisation issue of the ordinary shares N, A1 and B to free-float shareholders is an issue of new shares in proportion to their
existing shareholding for no consideration. The shares were therefore issued at par value. The group recognised a decrease in share
premium and a corresponding increase in share capital of US$243m.
The removal of the cross-holding structure results in the derecognition of the Naspers residual asset and the recognition of the minimal
investment in Naspers shares prior to the disposal of the shares on the market. The Naspers residual asset was initially recognised
as a result of the cross-holding arrangement between Naspers and Prosus. The removal of this cross-holding structure resulted in the
deemed disposal of this asset and a subsequent disposal of the Naspers N ordinary shares on the market. The group derecognised
US$211m of the Naspers residual asset and recognised an investment in Naspers amounting to US$7m.
The excess of the residual asset derecognised and the Naspers shares of US$204m was recognised in the ‘Existing control business
combination reserve’ in equity, representing the removal of the cross-holding structure with no change in the equity structure of the group.
In addition, accumulated losses of the residual interest asset in the valuation reserve of US$771m were transferred to retained earnings
within equity upon derecognition. The group received US$7m as a result of the sale of the N ordinary shares on the market.
Post the implementation of this transaction, the Naspers and Prosus free-float effective interest in Prosus was 43.3% (31 March 2023:
On 27 June 2022, the group announced the beginning of an open-ended, repurchase programme of the Prosus ordinary shares N and
Naspers N ordinary shares. The group continued with the share-repurchase programme for the year ended 31 March 2024.
The Prosus repurchase programme of its ordinary shares N continued to be funded by an orderly, on-market sale of Tencent Holdings
Limited (Tencent) shares.
The Naspers repurchase programme of its N ordinary shares continued to be funded by the disposal of some of the Prosus ordinary
shares N that it holds. During the year, the Naspers repurchase programme was implemented by MIH Treasury up until the removal of the
group’s cross-holding structure. Subsequent to the removal of the cross-holding structure, the share-repurchase programme was continued
by Naspers and not MIH Treasury.
For the year ended 31 March 2024, Prosus repurchased 165 373 009 (6% of outstanding ordinary shares N in issue) ordinary
shares N on the market for a total consideration of US$7.2bn, which was funded by the sale of 177 871 500 Tencent shares yielding
proceeds of US$7.2bn. Naspers repurchased 18 472 965 (10% of outstanding N ordinary shares in issue) N ordinary shares on the market
for a total consideration of US$3.2bn of which US$3.1bn was received in cash by 31 March 2024. This transaction was funded by the
disposal of 69 736 101 Prosus ordinary shares N on the market yielding proceeds of US$3.0bn.
At 31 March 2023, the Naspers and Prosus free-float shareholders’ effective interest in Prosus was 56.5% and, subsequent to the removal
of the cross-holding structure detailed above and the continuation of the share-repurchase programme, the Naspers and Prosus free-float
shareholders’ effective interest in Prosus at 31 March 2024 is 56.7%.
Repurchase of Prosus shares
The Prosus ordinary shares N acquired by the group are classified as treasury shares. These are recognised in ‘Treasury shares’ on the
consolidated statement of financial position. The treasury shares were recognised at a cost of US$7.2bn. The group intends to cancel the
Prosus shares repurchased in due course once the relevant approvals have been obtained, so as to reduce its issued share capital.
Disposal of shares in Tencent
The group reduced its ownership interest in Tencent from 26.2% to 24.6%, yielding US$7.2bn in proceeds. This is a partial disposal of an
associate that does not result in a loss of significant influence. The group recognised a gain on partial disposal of US$5.1bn in the
consolidated income statement. The group reclassified a loss of US$38m from the foreign currency translation reserve to the consolidated
In August 2023, the group announced that it reached an agreement with Rapyd, a leading fintech service provider, to acquire the Global
Payments Organisations (GPO) within PayU for a cash transaction worth US$610m. The transaction excludes the group’s payments
business in India as well as its businesses in south-east Asia – Red Dot Payment – and Turkey – Iyzico.
As a result of this agreement, the group classified the GPO investments being sold as a disposal group held for sale from August 2023.
The disposal group consists of the GPO businesses in Eastern Europe and Latin America. The transaction is expected to close in the
In November 2022, the group acquired the remaining 33.3% stake in iFood Holdings B.V. (iFood) and IF-JE Holdings B.V., from non-
controlling shareholder Just Eat Holding Limited (Just Eat) for €1.5bn in cash, plus a contingent consideration of up to a maximum of
€300m at a future date. The shares were acquired from the non-controlling shareholders for the cash consideration of US$1.5bn.
In December 2023, the group settled the contingent consideration at the fair value of US$6m (2023: fair value of the contingent
From 1 April 2023, iFood ‒ the group’s food delivery business ‒ changed the terms and conditions for the delivery services in its logistics
operation and, as a result, there was a change in its business model. This change in the business model impacts the amount of revenue
recognised from 1 April 2023 as compared to the prior years. In prior years iFood controlled the food delivery service provided
to customers and recognised revenue on a gross basis as a principal. From 1 April 2023, the revenue recognised represents commissions
In March 2023, the group announced its decision to exit the OLX Autos business unit. The OLX Autos business unit is a secondhand
car-sale ecommerce platform which operates through a single technological platform located in various regions. The business unit
as a whole represents a separate major line of business, both in terms of the distinct nature of the business and its contribution to the
operational performance of the group. All the operations of this business are presented as discontinued operations as they have been
disposed, classified as held for sale or closed down by 31 March 2024. OLX Autos operations previously presented in continuing
operations for 31 March 2023 have been presented in discontinued operations as of 31 March 2024.
The group recognised US$137m impairment losses in the current year, primarily related to goodwill that was classified as held for sale
at 31 March 2023. Total impairment losses of US$164m were recognised in March 2023 related to goodwill and other assets. The loss
on disposal for the operations sold during the period, including the reclassification of accumulated foreign currency translation losses,
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5 / 126
Notes to the consolidated financial statements
for the year ended 31 March 2024
Accounting framework and critical judgements
5.
Significant changes in financial position and performance during the
continued
reporting period
Discontinued operations consist of the OLX Autos business unit. The comparative periods include the group’s Russian business up until the
date of disposal in October 2022. The financial information relating to the group’s discontinued operations is set out below.
Income statement information of discontinued operations
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Revenue |
750 |
2 444 |
Online sale of goods revenue |
737 |
1 759 |
Classifieds listings revenue |
7 |
602 |
Advertising revenue |
2 |
52 |
Other revenue |
4 |
31 |
Expenses |
(1 022) |
(2 660) |
Impairment of goodwill and other assets 1 |
(137) |
(125) |
Other expenses |
(885) |
(2 535) |
Loss before tax |
(272) |
(216) |
Taxation |
(6) |
(45) |
Loss for the year |
(278) |
(261) |
Gain on disposal of discontinued operation |
8 |
568 |
(Loss)/profit from discontinued operations |
(270) |
307 |
(Loss)/profit from discontinued operations attributable to: |
||
Equity holders of the group |
(267) |
303 |
Non-controlling interest |
(3) |
4 |
(270) |
307 |
|
1
Relates to impairment losses of goodwill and other assets in the OLX Autos business unit.
Cash flow statement information of discontinued operations
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Net cash (utilised in)/generated from operating activities |
(43) |
42 |
Net cash generated from investing activities 1 |
179 |
1 981 |
Net cash (utilised in)/generated from financing activities |
(203) |
270 |
Cash (utilised in)/generated from discontinued operations |
(67) |
2 293 |
1
Prior year included the net cash inflow from the disposal of Avito.
Per share information from discontinued operations for the period (US cents)
1
31 March |
||
2024 |
2023 |
|
US$’c |
US$’c |
|
Earnings per ordinary share N |
(10) |
11 |
Diluted earnings per ordinary share N |
(10) |
11 |
Headline earnings/(loss) per ordinary share N |
(5) |
(5) |
Diluted headline earnings/(loss) per ordinary share N |
(5) |
(5) |
1
Accounting policy
The financial statements include the results of Prosus and its subsidiaries, associated companies and joint ventures.
Subsidiaries are entities over which the group has control. The existence and effect of potential voting rights are considered
when assessing whether the group controls another entity to the extent that those rights are substantive. Subsidiaries are
consolidated from the date on which control is obtained (acquisition date) up to the date control ceases. For certain entities,
the group has entered into contractual arrangements that allow the group to control such entities. Because the group controls
such entities, they are consolidated in the financial statements.
Business combinations are accounted for using the acquisition method. The consideration transferred in an acquisition
of a business (acquiree) comprises the fair values of the assets transferred, the liabilities assumed, the equity interests issued
by the group and the fair value of any contingent consideration arrangements where applicable. If the contingent
consideration is classified as equity, it is not subsequently remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in the consolidated
income statement.
For each business combination, the group measures the non-controlling interest in the acquiree at the non-controlling interest’s
proportionate share of the acquiree’s identifiable net assets. Costs related to the acquisition, other than those associated with
the issue of debt or equity securities, are expensed as incurred.
Where a business combination is achieved in stages, the group’s previously held equity interest in the acquiree is remeasured
to fair value as at the acquisition date through the consolidated income statement. The fair value of the group’s previously
held equity interest forms part of the consideration transferred in the business combination at the acquisition date.
When a selling shareholder is required to remain in the group’s employment subsequent to a business combination, retention
agreements are recognised as employee benefit arrangements where applicable and dealt with in terms of the accounting
Goodwill in a business combination is recognised at the acquisition date when the consideration transferred and the
recognised amount of non-controlling interests exceed the fair value of the net identifiable assets of the entity acquired. If the
consideration transferred is lower than the fair value of the identifiable net assets of the acquiree (a bargain purchase), the
difference is recognised in the consolidated income statement. The gain or loss arising on the disposal of an entity
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Financial statements
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Accounting framework and critical judgements
5.
Significant changes in financial position and performance during the
continued
reporting period
continued
Basis of consolidation
continued
Accounting policy
Non-controlling shareholders are equity participants of the group and transactions with non-controlling shareholders are
therefore accounted for in equity and included in the consolidated statement of changes in equity, where the transaction
does not result in the loss of control of a subsidiary. In transactions with non-controlling shareholders, the excess of the cost/
proceeds of the transaction over the group’s proportionate share of the net asset value acquired/disposed is allocated
to the existing control business combination reserve in equity. Refer to financial assets and liabilities for the group’s
Common control transactions
Business combinations in which all of the combining entities or businesses are ultimately controlled by the same party
or parties both before and after the business combination (and where that control is not transitory) are referred to as
common control transactions. The accounting policy for the acquiring entity would be to account for the transaction at book
value in its consolidated financial statements. The book value of the acquired entity is the consolidated book value
as reflected in the consolidated financial statements of Naspers. The excess of the cost of the transaction over the acquirer’s
proportionate share of the net asset value acquired in common control transactions, will be allocated to the existing control
business combination reserve in the consolidated statement of changes in equity.
The group applies the above common control accounting policy to distributions of non-cash assets that is ultimately controlled
by the same party or parties both before and after the distribution.
Investments in associated companies (associates) and joint ventures are accounted for in terms of the equity method.
Associates are entities over which the group exercises significant influence, but which it does not control or jointly control. Joint
ventures are arrangements in which the group contractually shares control over an activity with others and in which the parties
have rights to the net assets of the arrangement.
Most major foreign associates and joint ventures do not have year-ends that are coterminous with that of the group, and the
group’s accounting policy is to account for an appropriate lag period in reporting their results where it is impractical for the
associates and joint ventures to provide relevant information in time. Significant transactions and events occurring between
the investees’ and the group’s March year-end are taken into account.
extent of the group’s interest in the relevant associate or joint venture, except where the loss is indicative of impairment
The group recognises its share of equity-accounted investments other comprehensive income in the statement
of comprehensive income. Other changes in net assets of associates and joint ventures are recognised directly in equity.
Other changes in net assets of the associates and joint ventures including changes in their share-based compensation
reserve, transactions with non-controlling shareholders and other direct equity movements. Equity-accounted investments‘
share of other comprehensive income and changes in net asset value are accumulated in the valuation reserve and share-
based compensation reserve.
For acquisitions of associates and joint ventures achieved in stages, the group measures the cost of its investment as the
sum of the consideration paid for each purchase plus a share of the investee’s profits and other equity movements. Other
comprehensive income recognised in prior periods accumulated in the valuation reserve in relation to the previously held
stake in investee is realised and transferred to retained earnings. Acquisition-related costs form part of the investment in the
associate or joint venture.
When the group increases its shareholding in an associate or joint venture and continues to exercise significant influence
or to exert joint control over the investee, the cost of the additional investment is added to the carrying value of the investee.
The excess of the group’s incremental share in the net assets of the associate/joint venture over the cost of the additional
investment is recognised as goodwill. The group does not recognise its incremental share in the investee’s identifiable net
assets using fair value information at the date of acquiring the additional interest. Goodwill is included in the carrying value
of the investment in the associate or joint venture.
Partial disposals of associates and joint ventures that do not result in a loss of significant influence or joint control are
accounted for as dilutions. Dilution gains and losses are recognised in the consolidated income statement. The group’s
proportionate share of gains or losses previously recognised in the consolidated statement of other comprehensive income
by associates and joint ventures is reclassified to the consolidated income statement when a dilution occurs if the gains
or losses are required to be reclassified to the consolidated income statement in terms of the applicable accounting standard.
When the group increases its shareholding in an associate as a result of a share-repurchase programme by the associate,
the increase in the ownership interest impacts the components within the carrying amount of the investment. A share-
repurchase programme by the associate decreases the net asset value of the associate. The excess of the group’s share
of the decrease in net asset value of the associate over the increase in its share of net assets of the associate (as a result
of the increased shareholding) is recognised as notional goodwill within the carrying value of the investment.
Where an associate or joint venture holds equity in the group, the carrying amount of the investment in the associate or joint
venture is adjusted by an amount representing the group’s indirect holding in its own equity because of the cross-holding. The
amount of the group’s share of the associate’s or joint venture’s results is determined after eliminating, from the associate’s
or joint venture’s results, any income or dividends received by the associate or joint venture from the group.
indicators considered will include poor performance of the associate and joint venture on a consistent basis and/or other
significant changes to the business that may indicate that the equity-accounted investment is impaired.
If there is an indicator that it is impaired, the carrying value of the group’s investment in the associate or joint venture
is adjusted to its recoverable amount determined as the higher of its fair value less costs of disposal and its value in use. The
Where the group contributes a non-monetary asset (including a business) to an investee in exchange for an interest in that
investee that is equity-accounted, the gain or loss arising on the remeasurement of the contributed non-monetary asset
to fair value is recognised in the consolidated income statement only to the extent of other parties’ interests in the investee.
The gain or loss is eliminated against the carrying value of the investment in the associate or joint venture to the extent
of the group’s interest.
Disposals
When the group ceases to have control (subsidiaries), exercise significant influence (associates) or exert joint control (joint
ventures), the retained interest is remeasured to its fair value, with the change in the carrying value recognised in the
consolidated income statement. This fair value is the initial carrying amount for the purposes of subsequent accounting for
the retained interest. In addition, the amounts previously recognised in other comprehensive income in respect of the entity
disposed are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that
Goodwill is tested annually for impairment or more frequently if change in circumstance indicate that it may be impaired.
Goodwill is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for purposes of impairment testing. An impairment test is performed
by determining the recoverable amount of the cash-generating unit to which the goodwill relates. The recoverable amount
of a cash-generating unit or individual asset is the higher of its value in use and its fair value less costs of disposal. Where
the recoverable amount is less than the carrying amount, an impairment loss is recognised in ‘other (losses)/gains – net’
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5 / 128
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
Business combinations, other acquisitions and disposals
The following relates to the group’s significant transactions related to business combinations and other investments for the year ended
31 March 2024:
Amount invested US$’m |
|||||
Net |
Cash in |
||||
cash |
entity |
||||
paid/ |
Non-cash |
acquired/ |
Total |
||
Company |
Classification |
(received) |
consideration |
(disposed) |
consideration |
Acquisition of subsidiaries |
|||||
Other 1 |
Subsidiary |
2 |
– |
– |
2 |
Additional investment in existing equity- |
|||||
accounted investments |
|||||
Other 1 |
Associate |
49 |
– |
– |
49 |
Other investments |
|||||
Other 1 |
FVOCI/FVPL |
136 |
– |
– |
136 |
Disposal/partial disposal of investments |
|||||
a Tencent Holdings Limited (Tencent) |
Associate |
(7 256) |
54 |
– |
(7 202) |
b OLX Autos |
Subsidiary |
(171) |
(18) |
8 |
(181) |
Other 1 |
(22) |
– |
– |
(22) |
|
(7 449) |
36 |
8 |
(7 405) |
||
1
Other includes various acquisitions and disposals of subsidiaries, associates, joint ventures and other investments that are not individually material.
Disposal/partial disposal of investments
a
From April 2023 to the end of March 2024, the group sold 2% of Tencent’s issued share capital for total proceeds of US$7.2bn
of which US$49m (2023: US$103m) was receivable at year-end. Due to the concurrent Tencent share buyback the group reduced its
stake in Tencent from 26.2% in April to 24.6% at the end of March. The group recognised a gain on partial disposal of US$5.1bn,
including a reclassification of accumulated foreign currency translation losses of US$38m. Proceeds from this disposal are used
to fund the group’s share-repurchase programme.
b
During the current year, the group sold operations of the OLX business unit for total proceeds of US$181m. The loss on disposal,
including the reclassification of accumulated foreign currency translation losses, was not material.
The following sets out the group’s significant transactions related to business combinations and equity-accounted investments for the
year ended 31 March 2023:
Amount invested US$’m |
||||||
Net |
Cash in |
|||||
cash |
entity |
|||||
paid/ |
Non-cash |
acquired/ |
Total |
|||
Company |
Classification |
(received) |
consideration |
(disposed) |
consideration |
|
Acquisition of subsidiaries |
||||||
Other 1 |
Subsidiary |
18 |
– |
1 |
19 |
|
18 |
– |
1 |
19 |
|||
Acquisition of equity-accounted investments |
||||||
Other 1 |
Associate |
12 |
– |
– |
12 |
|
12 |
– |
– |
12 |
|||
Additional investment in existing equity- |
||||||
accounted investments |
||||||
a |
Delivery Hero SE (Delivery Hero) |
Associate |
194 |
288 |
– |
482 |
Other 1 |
Associate |
98 |
– |
– |
98 |
|
292 |
288 |
– |
580 |
|||
b |
DoorDash Inc. (DoorDash) |
FVOCI |
– |
58 |
– |
58 |
e |
Think & Learn Private Limited (BYJU’S) |
FVOCI |
– |
578 |
– |
578 |
f |
Udemy Inc. (Udemy) |
FVPL |
– |
207 |
– |
207 |
h |
Oda Norway AS (Oda) |
FVOCI |
– |
45 |
– |
45 |
g |
Meituan |
FVOCI |
– |
4 523 |
– |
4 523 |
Other 1, 2 |
FVOCI/FVPL |
559 |
– |
– |
559 |
|
559 |
5 411 |
– |
5 970 |
|||
Disposal/partial disposal of investments |
||||||
b |
Wolt Enterprises OY (Wolt) |
FVOCI |
– |
(58) |
– |
(58) |
c |
JD.com |
FVOCI |
(3 666) |
– |
– |
(3 666) |
d |
Tencent Holdings Limited (Tencent) |
Associate |
(10 613) |
(103) |
– |
(10 716) |
e |
Think & Learn Private Limited (BYJU’S) |
Associate |
– |
(578) |
– |
(578) |
f |
Udemy Inc. (Udemy) |
Associate |
– |
(207) |
– |
(207) |
h |
Oda Norway AS (Oda) |
Associate |
– |
(45) |
– |
(45) |
Other 1 |
(44) |
– |
– |
(44) |
||
(14 323) |
(991) |
– |
(15 314) |
|||
Disposal of subsidiaries |
||||||
i |
Avito |
Subsidiary |
(2 039) |
(326) |
(2 365) |
|
Other 1 |
Subsidiary |
(14) |
(21) |
(14) |
(49) |
|
(2 053) |
(21) |
(340) |
(2 414) |
1
Other includes various acquisitions of subsidiaries, associates and other investments that are not individually material.
2
Includes the call options acquired for Delivery Hero shares prior to them being exercised.
Acquisition of subsidiaries
a
During the current year the group acquired an additional investment in Delivery Hero between December 2022 and March 2023,
which increased its shareholding by approximately 4% to 29.95%. The additional interest was acquired by the purchase of shares
on the market for US$194m and the purchase of a call option to acquire additional shares which was exercised in March 2023.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 129
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
6.
Business combinations, other acquisitions and disposals
Other investments
b
In June 2022, in exchange for the group’s entire interest in Wolt (a food and grocery delivery marketplace), the group received shares
in DoorDash to the value of US$58m. DoorDash is a predominantly US-focused, food, grocery and retail delivery marketplace, listed
on the NYSE. The investment is not held for trading, therefore the group accounts for this as an investment at fair value through other
comprehensive income.
Disposal/partial disposal of investments
c
In March 2022, the group received a special interim dividend from Tencent in the form of a distribution in specie
of 131 873 028 JD.com shares. The group completed the sale of the 131 873 028 JD.com shares in June 2022, for total proceeds
of US$3.67bn. Accumulated fair value losses related to these shares of US$189m were reclassified from the valuation reserve
to retained earnings within equity as a result of this disposal.
d
From June 2022 to the end of March 2023, the group sold approximately 3% of Tencent’s issued share capital. The group reduced its
stake in Tencent from 29% to 26%, for total proceeds of US$10.7bn of which US$103m was receivable at 31 March 2023. The group
recognised a gain on partial disposal of US$7.6bn including a reclassification of accumulated foreign currency translation losses
of US$155m. Proceeds from this disposal are used to fund the group’s share-repurchase programme.
e
In September 2022, the group lost significant influence in BYJU’S as it no longer exerts significant influence over the financial and
operating policies of the entity. The group recognised a gain on loss of significant influence of the associate of US$22m, including
a reclassification of the accumulated foreign currency translation losses of US$55m. The group accounts for its 9.60% effective interest
in BYJU’S at fair value through other comprehensive income. The fair value of BYJU’S investment subsequent to the loss of significant
influence is US$578m.
f
In September 2022, the group lost its board representation in Udemy. The group recognised a gain on loss of significant influence
of the associate of US$77m. The group accounts for its 11.78% effective interest in Udemy at fair value through other comprehensive
income. The fair value of the Udemy investment subsequent to the loss of significant influence is US$207m.
g
In November 2022, Tencent declared a special interim dividend in the form of a distribution in specie of 958 121 562 class B ordinary
shares of Meituan to its shareholders on the basis of one (1) class B ordinary share of Meituan for every 10 shares held. As a result
of this distribution the group obtained a 4% effective interest (257 460 450 class B ordinary shares) in Meituan. Meituan is a Chinese
shopping platform for locally found consumer products and retail services including entertainment, dining, delivery, travel and other
services. The investment is not held for trading; however, the group expects to sell the shares in due course. The group accounts for
this as an investment at fair value through other comprehensive income.
The group recognised a dividend receivable up until the distribution date of 24 March 2023. The dividend in specie distribution
of the investment in Meituan has reduced the investment in Tencent by US$4.5bn, representing the fair value of the investment
on the distribution date.
h
In December 2022, the group lost its significant influence in Oda due to the loss of its board representation. The group recognised
a loss of US$68m on loss of significant influence of the associate, including a reclassification of the accumulated foreign currency
translation losses of US$14m. The group accounts for its 12.87% effective interest in Oda at fair value through other comprehensive
income. The fair value of the Oda investment subsequent to the loss of significant influence is US$45m.
Disposal of subsidiaries
i
In October 2022, the group entered into an agreement to sell its shareholding in Avito to Kismet Capital Group (Kismet) for
a total cash consideration of US$2.4bn. Kismet is a private investment group with a track record of investing in technology and
telecommunications businesses in Russia. The group recognised a gain on disposal of the subsidiary of US$568m, including
Goodwill
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Cost |
||
Opening balance |
2 383 |
3 727 |
Foreign currency translation effects 1 |
(10) |
369 |
Acquisitions of subsidiaries and businesses |
41 |
11 |
Disposals of subsidiaries and businesses |
(6) |
(11) |
Transferred to assets classified as held for sale 2 |
(69) |
(1 713) |
Closing balance |
2 339 |
2 383 |
Accumulated impairment |
||
Opening balance |
971 |
355 |
Foreign currency translation effects 1 |
(8) |
(3) |
Impairment |
372 |
684 |
Disposals of subsidiaries and businesses |
(6) |
(1) |
Transferred to assets classified as held for sale 2 |
(17) |
(64) |
Closing balance |
1 312 |
971 |
Carrying value |
1 027 |
1 412 |
1
The current period includes a net monetary gain of US$37m (2023: US$95m) relating to hyperinflation accounting for the group’s subsidiaries in Turkey (refer to note 2).
2
The current period primarily relates to PayU GPO which was classified as held for sale in August 2023. The prior year relates to Avito and the OLX Autos operations classified in that year
(refer to note 36).
The group recognised impairment losses on goodwill of US$372m (2023: US$684m). The impairment in the current year related to Stack
Overflow in the Edtech segment primarily as a result of a decline in the business performance in a challenging macroeconomic
environment. The prior year impairment loss related primarily to Stack Overflow (US$560m) and the OLX Autos business unit (US$116m).
Impairment testing of goodwill
The group has allocated goodwill to various cash-generating units (CGUs). The recoverable amounts of these CGUs have been
determined based on the higher of the value in use calculations and the fair value less costs of disposal. Fair value less costs of disposal
of these CGUs takes into account the transaction value for the group’s recent acquisitions or upcoming disposals where applicable or is
determined using an option pricing methodology. Value in use is based on discounted cash flow calculations. During the current and
prior financial year, the recoverable amounts for CGUs were determined predominantly using value in use calculations. The group based
its cash flow calculations on 10-year budgeted and forecast information approved by senior management and/or the various boards
of directors of group companies. Long-term average growth rates for the respective countries in which the entities operate or, where more
appropriate, the growth rate of the CGUs, were used to extrapolate cash flows into the future.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 130
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
7.
Goodwill
continued
The discount rates used reflect specific risks relating to the relevant CGUs and the countries in which they operate, while maximising the
use of market observable data. Discount rates take into account country risk premiums and inflation differentials as appropriate.
Management used 10-year projected cash flow models, terminal growth rates ranging between 1.5% and 4.3% (2023: 2% and 7.5%) and
post-tax discount rates ranging between 12% and 29% (2023: 11.5% and 28%) in performing the impairment tests. The group uses up to
10-year projected cash flow models as many businesses have monetisation timelines longer than five years as further explained below.
Other assumptions included in cash flow projections vary widely between CGUs due to the group’s diverse range of business models,
and are closely linked to entity-specific key performance indicators.
Goodwill is tested annually as at 31 December or more frequently if there is a change in circumstance that indicates that it might
be impaired. The group assessed its goodwill impairment calculations as well as the appropriateness of the recoverable amounts taking
into account the impact of market changes and operational performance. The group’s 10-year budgets and forecasts consisted of cash
flow projections including macroeconomic factors and trends. These budgets and forecasts were used to calculate discounted cash flow
valuations to identify whether goodwill allocated to various CGUs was impaired. The value in use amounts used were considered
appropriate based on these budgets and forecasts.
Estimating the future performance of the group’s CGUs is challenging during this current economic environment. As circumstances change
and/or information becomes available, the risk of impairment may increase in future periods. The group therefore tests goodwill
at 31 December and considers whether the test should be rolled forward to 31 March if a change in circumstance or operational
performance results in the need for further testing.
The group’s impairment testing of goodwill takes into account that, in most instances, longer forecast periods are required for many
ecommerce businesses. These longer forecast periods are required as the group’s ecommerce businesses generally only reach maturity
once sufficient market share has been gained, the businesses have reached the appropriate scale and have become profitable. The
forecast period is assessed annually to ensure it remains appropriate for the relevant businesses. Key assumptions in estimating these
future cash flows over the forecast period include the CGU’s ability to capture the required market share and the additional investment
required in order for it to reach the appropriate scale. The group uses look-back analysis to assess past performance of its CGUs and
uses it to validate past judgements and predict future performance. For certain CGUs risk adjustments are made to discount rates used
when calculating the value in use. Value in use calculations are performed using the appropriate operational cash flows, and accordingly,
discount rates take into account country risk premiums and inflation differentials as appropriate.
Where the group has committed to the sale of a CGU or has determined that an impairment loss should be recognised on a CGU based
on its value in use, the group also calculates that CGU’s fair value less costs of disposal to ensure that the recognition of an impairment
loss is appropriate.
Post-tax discount rates have been applied as value in use was determined using post-tax cash flows. Impairment testing is performed
using the appropriate currency cash flows and accordingly, discount rates take into account country risk premiums and inflation
differentials as appropriate.
The calculation of value in use is most sensitive to the following assumptions:
›
projected revenue and EBITDA growth rates;
›
growth rates used to extrapolate cash flows beyond the budget and forecast period, including the terminal growth rate applied
in the final projection year; and
›
discount rates.
When determining cash flows over the forecast periods, EBITDA margin assumptions vary between the group’s diverse range
of businesses.
The group’s Edtech and Payments and Fintech segments account for 47% and 32% (2023: 61% and 25%) of the overall balance of goodwill
respectively. Accordingly, assumptions made in determining the cash flows of group’s Edtech and Payments and Fintech CGUs have
a significant impact on the annual impairment assessment. Key assumptions underlying revenue forecasts for CGUs in the Edtech and
Payments and Fintech segment include the CGUs revenue and EBITDA contribution over the forecast period. EBITDA margins based
on the long term 10-year business plan ranges between -8.6% and 42% (2023: -18% and 45%), depending on the stage of maturity of the
relevant business. Terminal growth rates and discount rates used in performing impairment tests are detailed in the table below.
For those CGUs where no goodwill impairment is recognised, if either the pre- or post-tax discount rate applied to cash flows were
to increase relatively by 5% or the growth rate used to extrapolate cash flows were to decrease relatively by 5%, or if both the discount
rate and the growth rate were to increase and decrease relatively by 5% respectively, there would be no further significant impairments
that would have to be recognised.
For Stack Overflow if either the pre- or post-tax discount rate applied to cash flows were to increase relatively by 5% there would
be a further impairment of goodwill of US$32m (2023: US$71m). If the growth rate used to extrapolate cash flows were to decrease
relatively by 5% there would be a further impairment of US$3m (2023: US$6m). If both the discount rate and the growth rate were
to increase and decrease relatively by 5% respectively there would be a further impairment of goodwill of US$35m (2023: US$76m).
An adverse adjustment to EBITDA growth rates will change the value in use calculations but would not result in any impairment losses
of the CGUs where no goodwill impairment was recognised. An adverse adjustment to EBITDA growth rates will result in an additional
impairment loss for Stack Overflow.
The carrying value of goodwill presented per segment as at 31 March 2024, is as follows:
Post-tax | ||||||
discount | Growth rate | |||||
Carrying | Basis of | Pre-tax | rate applied | used to | Average | |
value of | determination | discount | to cash | extrapolate | revenue | |
goodwill | of recoverable | rates at 2 | flows 2 | cash flows 2 | growth rate 2, 3 | |
US$’m | amount 1 | % | % | % | % | |
CGUs by segment | ||||||
Classifieds | 80 | Various | Various | Various | 6.5 - 13.6 | |
Payments and Fintech | 325 | 21.0 - 26.4 | ||||
PayU India | 121 | VIU | 18.8 | 16.5 | 3.5 | |
iyzi Ödeme ve Elektronik Para | ||||||
Hizmetleri Anonim Şirketi (Iyzico) 4 | 91 | VIU | 25.9 | 22.8 | 4.3 | |
Red Dot Payment Private Limited | ||||||
(Red dot payment) 4 | 33 | VIU | 19.2 | 17.5 | 1.5 | |
Credit India | 80 | VIU | 18.7 | 17.5 | 3.5 | |
Food Delivery | 16 | VIU | 19.1 | 15.0 | 3.0 | 14.1 - 20.9 |
Edtech | 486 | 17.1 - 22.0 | ||||
Stack Overflow | 281 | VIU | 18.1 | 16.5 | 2.7 | |
GoodHabitz | 205 | VIU | 15.8 | 13.5 | 2.0 | |
Etail | 87 | VIU | 17.1 | 15.2 | 2.5 | 6.8 - 15.8 |
Other | 33 | VIU | Various | Various | Various | |
1 027 |
1
The recoverable amount for the subsidiary’s goodwill in these segments is either the value in use (VIU) or the fair value less cost of disposal (FVLCoD).
2
Goodwill is tested annually as at 31 December or more frequently if changes in circumstances indicates that it might be impaired.
3
The revenue growth rate is based on an average rate over the forecast period.
4
Following the agreement to sell GPO within PayU, goodwill related to the investments in Red dot payment and Iyzico was separated and tested for impairment independently. These investments
were previously part of the GPO CGU and were not included in the sale agreement.
Post-tax discount rates have been applied in calculations as value in use was determined using post-tax cash flows.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 131
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
7.
Goodwill
continued
Impairment testing of goodwill
The carrying value of goodwill presented per segment as at 31 March 2023, is as follows:
Post-tax |
||||||
discount |
Growth rate |
|||||
Carrying |
Basis of |
Pre-tax |
rate applied |
used to |
Average |
|
value of |
determination |
discount |
to cash |
extrapolate |
revenue |
|
goodwill |
of recoverable |
rates 2 |
flows 2 |
cash flows 2 |
growth rate 2, 3 |
|
US$’m |
amount 1 |
% |
% |
% |
% |
|
CGUs by segment |
||||||
Classifieds |
86 |
Various |
Various |
Various |
6.9 - 14.6 |
|
Payments and Fintech |
350 |
14.8 - 35.6 |
||||
PayU India |
113 |
VIU |
18.9 |
16.5 |
3.5 |
|
PayU Global Payments |
||||||
Organisations (GPO) |
162 |
VIU |
20.8 |
17 |
3.5 |
|
Credit India |
75 |
VIU |
19.5 |
18 |
3.5 |
|
Food Delivery |
27 |
VIU |
21.1 |
17 |
4.5 |
1.1 - 22.9 |
Edtech |
858 |
19.6 - 30.5 |
||||
Stack Overflow |
653 |
VIU |
16.7 |
14.5 |
3 |
|
GoodHabitz |
205 |
VIU |
14.8 |
13 |
3.5 |
|
Etail |
47 |
VIU |
16.8 |
15.5 |
4.5 |
11.1 - 17.0 |
Other |
44 |
VIU/FVLCoD |
Various |
Various |
Various |
|
1 412 |
1
The recoverable amount for the subsidiary’s goodwill in these segments is either the value in use (VIU) or the fair value less cost of disposal (FVLCoD).
FVLCoD is based on the most recent transaction value from an acquisition during the current financial year. The fair values for these CGUs are level 3 measurements.
2
Goodwill is tested annually as at 31 December or more frequently if changes in circumstances indicate that it might be impaired.
3
The revenue growth rate is based on an average rate over the forecast period.
Significant subsidiaries
The following information relates to the group’s interest in its significant subsidiaries as at 31 March:
Effective percentage |
||||||
interest 1 |
||||||
2024 |
2023 |
Nature of |
Country of |
Functional |
||
Name of subsidiary |
% |
% |
business |
incorporation |
currency |
|
Unlisted companies |
||||||
Corporate companies |
||||||
Investment |
The |
|||||
MIH Internet Holdings B.V. |
100.00 |
100.00 |
holding |
Netherlands |
US$ |
|
Corporate |
The |
|||||
Prosus Services B.V. |
100.00 |
100.00 |
entity |
Netherlands |
US$ |
|
Classifieds |
||||||
Investment |
The |
|||||
OLX Global B.V. |
99.00 |
99.00 |
holding |
Netherlands |
US$ |
|
United States |
||||||
Frontier Car Group Inc (FCG) 2 |
99.00 |
99.00 |
Classifieds |
of America |
US$ |
|
The |
||||||
Silver Indonesia JVCo B.V. (OLX Indonesia) |
99.00 |
99.00 |
Classifieds |
Netherlands |
US$ |
|
Food Delivery |
||||||
iFood.com Agência de Restaurantes Online S.A. (iFood) |
97.10 |
96.05 |
Food delivery |
Brazil |
BRL |
|
Payments and Fintech |
||||||
Investment |
The |
|||||
PayU Global B.V. |
100.00 |
100.00 |
holding |
Netherlands |
US$ |
|
iyzi Ödeme ve Elektronik Para Hizmetleri |
Payments |
|||||
Anonim Ş irketi (Iyzico) |
86.40 |
91.13 |
platform |
Turkey |
TRY |
|
Payments |
||||||
PayU Payments Private Limited |
100.00 |
100.00 |
platform |
India |
INR |
|
Credit |
||||||
PaySense Private Limited |
100.00 |
85.37 |
platform |
Singapore |
SGD |
|
Payments |
||||||
Red Dot Payment Private Limited |
100.00 |
95.54 |
platform |
Singapore |
SGD |
|
Payments |
United States |
|||||
Wibmo Inc. |
100.00 |
100.00 |
platform |
of America |
US$ |
|
Payments |
||||||
Zooz Mobile Limited |
100.00 |
100.00 |
platform |
Israel |
US$ |
|
1
The percentage interest shown is the financial effective interest, after disregarding the interests of the group’s equity-compensation plans treated as treasury shares and taking into account
retention options. The group’s financial effective interest is, in some instances, impacted by its shareholding in intermediate holding companies.
2
This investment is included in the OLX Autos business that is classified as held for sale (refer to note 5).
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 132
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
8.
Significant subsidiaries
The following information relates to the group’s interest in its significant subsidiaries as at 31 March:
Effective percentage | |||||
interest 1 | |||||
2024 | 2023 | Nature of | Country of | Functional | |
Name of subsidiary | % | % | business | incorporation | currency |
Edtech | |||||
Investment | The | ||||
MIH Edtech Investments B.V. | 100.00 | 100.00 | holding | Netherlands | US$ |
Educational | The | ||||
Good BidCo B.V. (GoodHabitz) | 68.91 | 62.30 | platform | Netherlands | EUR |
Educational | United | ||||
Stack Overflow Limited | 100.00 | 100.00 | platform | Kingdom | GBP |
Etail | |||||
Investment | The | ||||
MIH B2C Holdings B.V. | 100.00 | 100.00 | holding | Netherlands | US$ |
Retail and | |||||
Dante International S.A. (eMAG) | 88.02 | 80.08 | ecommerce | Romania | RON |
Retail and | |||||
Extreme Digital Zrt | 100.00 | 61.81 | ecommerce | Hungary | HUF |
other Ecommerce | |||||
Mobile value- | |||||
Movile Mobile Commerce Holdings, S.L. | 97.10 | 94.11 | added services | Brazil | BRL |
Mobile value- | |||||
Sympla Internet Soluções S.A. | 82.16 | 79.64 | added services | Brazil | BRL |
1
The percentage interest shown is the financial effective interest, after disregarding the interests of the group’s equity-compensation plans treated as treasury shares and taking into account
Investments in associates
The following information relates to the group’s financial interest in its significant associates as at 31 March:
Effective percentage | ||||||
interest 1 | ||||||
2024 | 2023 | Nature of | Country of | Functional | ||
Name of associated company | % | % | business | incorporation | currency | Year-end |
Listed companies | ||||||
Delivery Hero SE | 29.25 | 29.83 | Food delivery | Germany | EUR | December |
Internet-related | Cayman | |||||
Tencent Holdings Limited 2 | 24.61 | 26.16 | services | Islands | RMB | December |
Digital money | United States | |||||
Remitly Global Inc. 3 | 19.82 | 21.44 | transfer | of America | US$ | December |
Educational | United States | |||||
Skillsoft Corp. (Skillsoft) | 37.91 | 37.25 | platform | of America | US$ | December |
SimilarWeb Limited 3 | 14.33 | 14.93 | Internet metrics | Israel | NIS | December |
Unlisted companies | ||||||
Classifieds | ||||||
Dubizzle Group Holdings Limited | United Arab | |||||
(previously EMPG Holdings Limited) | 37.57 | 37.57 | Classifieds | Emirates | US$ | December |
United States | ||||||
OfferUp Incorporated | 38.79 | 39.04 | Classifieds | of America | US$ | December |
Brocante Lab SAS (Selency) | 26.34 | 26.44 | Classifieds | France | EUR | March |
Food Delivery | ||||||
Swiggy Limited (previously Bundl | ||||||
Technologies Private Limited) | 32.65 | 32.83 | Food delivery | India | INR | March |
Flink SE 3 | 10.37 | 9.50 | Food delivery | Germany | EUR | December |
1
The percentage interest shown is the financial effective interest, after disregarding the interests of equity-compensation plans treated as treasury shares and taking into account retention options.
The group’s financial effective interest is, in some instances, impacted by its shareholding in intermediate holding companies.
2
The group partially disposed of its interest in the current year. Refer to note 6.
3
The group accounts for its interest as an investment in an associate on account of its significant influence on the board of directors.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 133
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
9.
Investments in associates
The following information relates to the group’s financial interest in its significant associates as at 31 March:
Effective percentage | ||||||
interest 1 | ||||||
2024 | 2023 | Nature of | Country of | Functional | ||
Name of associated company | % | % | business | incorporation | currency | Year-end |
Unlisted companies continued | ||||||
Edtech | ||||||
Educational | United States | |||||
Brainly, Inc. | 42.06 | 42.07 | technology | of America | US$ | December |
Eruditus Learning Solutions Private | Educational | |||||
Limited 2 | 13.18 | 13.18 | technology | Singapore | SGD | June |
Educational | United States | |||||
Sololearn, Inc 2 | 18.44 | 18.44 | technology | of America | US$ | March |
Other ecommerce | ||||||
United States | ||||||
Honor Technology, Inc. (Honor) 2 | 13.33 | 13.35 | Home care | of America | US$ | December |
Online | United States | |||||
Meesho, Inc. 2 | 13.83 | 13.83 | marketplace | of America | US$ | March |
API Holdings Private Limited | ||||||
(PharmEasy) 2 | 10.78 | 13.43 | Healthcare | India | INR | March |
NTEx Transportation Services Private | Logistic | |||||
Limited (ElasticRun) | 22.63 | 22.63 | services | India | INR | March |
1
The percentage interest shown is the financial effective interest, after disregarding the interests of equity compensation plans treated as treasury shares and taking into account retention options.
The group’s financial effective interest is, in some instances, impacted by its shareholding in intermediate holding companies.
2
The group accounts for its interest as an investment in an associate on account of its significant influence on the board of directors.
The fair values of the group’s investments in its listed associates are detailed below:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Listed investments | ||
Delivery Hero SE | 2 268 | 2 669 |
Tencent Holdings Limited | 90 213 | 122 952 |
Remitly Global Inc. | 774 | 633 |
Skillsoft Corp. | 28 | 123 |
SimilarWeb Limited | 101 | 76 |
The above fair values have been measured using quoted prices in active markets and the disclosed amounts therefore represent
level 1 fair value measurements.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Opening balance | 35 930 | 44 457 |
Associates acquired – gross consideration 1 | 103 | 769 |
Net assets acquired 2 | (1 393) | (823) |
Goodwill and other intangibles recognised | 1 496 | 1 652 |
Deferred taxation recognised | – | (60) |
Associates disposed of | (8) | (1) |
Associates transferred to held-for-sale | (16) | (5) |
Loss of significant influence | (9) | (743) |
Share of current year changes in OCI and net asset value | 560 | (1 741) |
Share of equity-accounted results | 2 866 | 5 398 |
Equity-accounted results due to acquisition accounting | (29) | (77) |
Amortisation of other intangible assets | (38) | (100) |
Realisation of deferred taxation | 9 | 23 |
Impairment | (482) | (1 725) |
Dividends received 3 | (759) | (5 089) |
Foreign currency translation effects | (1 016) | (2 122) |
Partial disposal of interest in associate 4 | (2 108) | (2 930) |
Dilution (losses)/gains 5 | (243) | (261) |
Closing balance | 34 789 | 35 930 |
Investments in associates | ||
Listed | 32 794 | 33 604 |
Unlisted | 1 995 | 2 326 |
Total investments in associates | 34 789 | 35 930 |
1 Includes US$40m (2023: US$nil) transferred from other investments. Refer note 28.
2
Relates mainly to the allocation of net asset value of Tencent as a result of its share-repurchase programme.
3
In the current year, the dividend received from Tencent amounted to US$759m cash dividend. (2023: US$565m cash dividend and dividend in specie of US$4.5bn of Meituan shares.)
4
Relates to partial disposal of Tencent. During the current year the group recognised a gain on partial disposal of US$5.1bn (2023: US$7.6bn).
5
The total dilution (losses)/gains presented in the consolidated income statement relate to the group’s diluted effective interest in associates and the reclassification of a portion of the group’s
foreign currency translation reserves from the consolidated statement of other comprehensive income to the consolidated income statement following the shareholding dilutions.
The group recognised US$2.8bn (2023: US$5.3bn) from associates as its share of equity-accounted results in the consolidated income
statement. There are no cumulative unrecognised losses relating to associates that have been fully impaired as at 31 March 2024
(2023: US$nil).
The group recognised total dilution losses of US$238m (2023: losses of US$252m) as part of ‘Dilution (losses)/gains on equity-accounted
investments’ in the consolidated income statement. The net dilution loss includes US$243m (2023: loss of US$261m) which relates to the
group’s shareholding in Delivery Hero, Swiggy, SimilarWeb and other unlisted investments.
The total dilution (loss)/gain presented in the consolidated income statement also includes a gain of US$5m (2023: US$9m) relating
to the reclassification of a portion of the group’s foreign currency translation reserves from the consolidated statement of other
comprehensive income to the consolidated income statement following shareholding dilutions.
The group’s share of equity-accounted investments’ other comprehensive income and reserves relates mainly to the revaluation of the
associates’ investments at fair value through other comprehensive income.
Direct equity movements relate to the group’s share of equity-accounted investments’ transfer of gains on disposal and deemed disposal
of financial instruments to retained earnings.
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5 / 134
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
9.
Investments in associates
Adjustments are made for significant transactions and events that take place where lag periods are applied. These adjustments usually
include impairments and fair value adjustments related to the underlying financial instruments of associates measured at fair value
through other comprehensive income.
As at 31 March 2024, the group does not recognise deferred tax on its investments in associates as distributions from associates do not
have tax consequences.
The group assesses whether there is an indication that its equity-accounted investments are impaired. When an impairment indicator
is identified, the group performs an impairment assessment. Impairment losses are recognised for equity-accounted investments when
the carrying amount exceeds the recoverable amount of an investment. The recoverable amounts of equity-accounted investments have
been determined based on the higher of the value in use calculations and the fair value less costs of disposal.
For the year ended 31 March 2024, the impairment indicator assessment for equity-accounted investments, took into consideration the
market capitalisation of the listed equity-accounted investments, the business’s overall performance compared against budgets and
forecasts and the decrease in the enterprise values used in capital-raise transactions. Impairment indicator assessments were performed
for all equity-accounted investments.
Impairment indicators were identified for Delivery Hero, Skillsoft and the group’s unlisted equity-accounted investments related primarily
to investments in the Prosus Ventures portfolio reported in the Other Ecommerce segment.
Impairment tests for unlisted equity-accounted investments were performed for the investments that
had a significant decline in overall
business performance compared to budgets and forecasts or whose enterprise values declined in recent transactions.
Impairment tests were performed for the group’s listed equity-accounted investments – Delivery Hero and Skillsoft – due to the continued
decline in the market capitalisation resulting in the market value of these investments being below the respective carrying amounts.
The recoverable amount for Delivery Hero was based on a value in use calculation. The value in use was a discounted cash flow model.
Delivery Hero’s 10-year projected cash flow models incorporated market views and publicly available analyst projections and company
guidance. The value in use calculation was higher than the market price for this investment because market prices include current market
sentiment resulting in volatility, while the value in use calculation considers a longer-term horizon.
The recoverable amount for Skillsoft was determined based on the market price at 31 March 2024. Post September 2022, the market
price was considered a more supportable representation of the recoverable amount for this investment due to the consistent decline
in the share price over time. Accordingly, Skillsoft was impaired to its market value as at 30 September 2023. Based on the performance
of the business and equity-accounted losses recognised up until 31 March 2024, the carrying amount of the investment at 31 March
2024 was indicative of its market value. Accordingly, no further impairment losses were recognised for this investment. The market price
of Skillsoft is level 1 on the fair value hierarchy.
The recoverable amount for unlisted equity-accounted investments in the current year was based on either the most recent transaction
or a market approach using adjusted market multiples of comparable listed peers. Impairments recognised in the current year are
primarily as a result of declined enterprise values in recent transactions. The prior year value in use calculations were determined using
discounted cash flow models. The 10-year projected cash flow models incorporated forecast cash flow information based on the latest
management guidance provided. The market approach was used in the current year for these investments due to the
management-specific information available to perform the impairment test.
The value in use calculations determined the equity values for the investments and took into consideration the following key assumptions:
Revenue and expenses
Revenue and expenses in the cash flow models were based on past experience, management’s future expectations of business
performance and the latest company guidance.
Growth rates
The growth rates were consistent with publicly available information relating to long-term average growth rates for the markets in which
the equity-accounted investments operate.
Discount rates
The discount rates used reflect specific risks relating to the relevant operations and the regions in which they operate, while for certain
operations, risk adjustments are made to discount rates used when calculating the value in use. Discount rates take into account country
risk premiums and inflation differentials, as appropriate.
Terminal growth rates
The terminal growth rates considered the steady growth rates that would appropriately extrapolate cash flows beyond the forecast
periods once the business segment is assumed to have reached maturity.
Unlisted | ||||
equity-accounted | ||||
Delivery Hero | Skillsoft | investments | ||
31 March 2024 | 31 March 2023 | 31 March 2023 | 31 March 2023 | |
Growth rates | 5% - 22% | 5% - 25% | 5% - 15% | 6% - 30% |
Pre-tax discount rates | 14.9% - 24.4% | 13% - 21% | 17% - 25% | 14% - 16% |
Post-tax discount rates | 11.5% - 20% | 12% - 19% | 14% - 22% | 13% - 15% |
Terminal growth rates | 2% - 4% | 2% - 4% | 2% - 4% | 2% - 6% |
For the year ended 31 March 2024, an impairment loss of US$482m (2023: US$1.7bn) was recognised for equity-accounted investments
of which US$255m (2023: US$997m) related to Delivery Hero in the food delivery segment, US$42m related to Skillsoft (2023: US$301m)
in the Edtech segment and US$185m (2023: US$425m) related primarily to unlisted equity-accounted investments in the Prosus Ventures
portfolio reported in the Other Ecommerce segment.
At 31 March 2024, the carrying value of impaired associates for Skillsoft and the unlisted equity-accounted investment was US$35m and
US$65m respectively.
Sensitivity to changes in assumptions
An adverse adjustment to any of the above key assumptions used in the value in use calculations would result in additional impairment
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5 / 135
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
continued
9.
Investments in associates
Material associates’ summarised financial information
31 March 1 | ||||
31 March 1 | Delivery Hero SE | |||
Tencent Holdings Limited | Restated 2 | |||
2024 | 2023 | 2024 | 2023 | |
US$’m | US$’m | US$’m | US$’m | |
Dividends received | 759 | 5 089 | – | – |
Revenue | 84 880 | 80 636 | 10 762 | 8 933 |
Net profit/(loss) from operations | 16 206 | 25 600 | (2 507) | (3 451) |
Other comprehensive (loss)/income | 349 | (7 936) | (170) | 490 |
Total comprehensive income/(loss) | 16 555 | 17 664 | (2 677) | (2 961) |
Non-current assets | 149 380 | 152 416 | 7 865 | 9 547 |
Current assets | 69 900 | 77 444 | 3 060 | 3 825 |
Total assets | 219 280 | 229 860 | 10 925 | 13 372 |
Non-current liabilities | 48 663 | 52 188 | 6 462 | 7 249 |
Current liabilities | 48 766 | 58 529 | 3 174 | 2 604 |
Total liabilities | 97 429 | 110 717 | 9 636 | 9 853 |
Closing net assets | 121 851 | 119 143 | 1 289 | 3 519 |
Non-controlling interests | (9 014) | (8 949) | (4) | (58) |
112 837 | 110 194 | 1 285 | 3 461 | |
Group's effective interest in associate at year-end | 27 784 | 28 829 | 376 | 1 032 |
Goodwill | 2 354 | 998 | 3 402 | 3 413 |
Accumulated impairment | – | – | (1 353) | (997) |
Carrying value of investment | 30 138 | 29 827 | 2 425 | 3 448 |
1
Reflects the summarised financial information of the above associates as at 31 December, adjusted for significant transactions and events that took place during the lag period applied for
accounting purposes.
2
Effective 1 April 2023, the group elected to not recognise its incremental share in the investee’s identifiable net assets using fair value information at the date of acquiring the additional interest.
Accordingly, the comparative period was restated in this disclosure to reflect the group’s incremental share in the net assets of the associate based on the carrying value of the identifiable net
assets on the date the additional interest was acquired.
Other associates’ summarised financial information
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Net loss from operations | (468) | (791) |
Other comprehensive income | 156 | 58 |
Total comprehensive loss | (312) | (733) |
Carrying value of investments | 2 225 | 2 655 |
Total carrying value of investments in associates | 34 789 | 35 930 |
Investments in joint ventures
The following information relates to the group’s financial interest in its significant joint ventures at 31 March:
Name of joint venture
Effective percentage | ||||||
interest 1 | ||||||
2024 | 2023 | Nature of | Country of | Functional | ||
% | % | business | incorporation | currency | Year-end | |
Unlisted companies | ||||||
2 | ||||||
Inversiones CMR S.A.S. (Domicilios.com) | 49.52 | 48.99 | Food delivery | Colombia | COP | December |
Silver Brazil JVCo B.V. (OLX Brasil) | 49.50 | 49.50 | Classifieds | The Netherlands | US$ | December |
1
The percentage interest shown is the financial effective interest, after disregarding the interests of equity-compensation plans treated as treasury shares and taking into account retention
options. The group’s financial effective interest is, in some instances, impacted by its shareholding in intermediate holding companies.
2
During the prior year a mutual decision was made to close down this business. The company is in the process of liquidation.
Adjustments are made for significant transactions and events that take place where lag periods are applied.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Opening balance | 69 | 144 |
Joint ventures acquired – gross consideration | – | 104 |
Net assets acquired | – | 104 |
Share of equity-accounted results | (27) | (147) |
Impairment | (1) | (17) |
Foreign currency translation effects | 1 | (15) |
Closing balance | 42 | 69 |
The group recognised losses of US$27m (2023: US$147m) from joint ventures as its share of equity-accounted results in the consolidated
income statement. There are no cumulative unrecognised losses relating to joint ventures that have been fully impaired as at
31 March 2024 (2023: US$nil).
Impairment losses of US$1m (2023: US$17m) were recognised for the group’s investments in joint ventures. None of the group’s interests
in joint ventures are considered to be individually material.
As at 31 March 2024, the group does not recognise deferred tax on its investments in joint ventures as distributions from joint ventures
do not have tax consequences.
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Financial statements
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5 / 136
Notes to the consolidated financial statements
for the year ended 31 March 2024
Group structure
Acquisitions of subsidiaries and businesses
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Fair value of assets and liabilities: | ||
Other intangible assets | 1 | 5 |
Net current assets/(liabilities) | – | 5 |
Long-term liabilities | – | (2) |
1 | 8 | |
Non-controlling interests | (23) | – |
Derecognition of equity-accounted investments | (19) | – |
Goodwill recognised | 41 | 11 |
Purchase consideration | – | 19 |
Net cash in subsidiaries and businesses acquired | 2 | (1) |
Net cash outflow from acquisitions of subsidiaries and businesses | 2 | 18 |
12.
Disposals of subsidiaries and businesses
The current year disposals relate primarily to the Autos operations disposed. Prior year disposals relates primarily to the sale of Avito.
Refer to note 6.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Carrying values of assets and liabilities: | ||
Goodwill | – | 10 |
Other intangible assets | – | 2 |
Net current assets/(liabilities) | 17 | 1 |
Held-for-sale assets | 174 | 2 011 |
Foreign currency translation realised | 26 | (202) |
217 | 1 822 | |
(Loss)/gain on disposal – net | (2) | 24 |
Gain on disposal shown as part of discontinued operations | 8 | 568 |
Selling price | 223 | 2 414 |
Net cash in subsidiaries and businesses disposed of | (11) | (340) |
Shares received as settlement | – | (21) |
Amounts relating to prior year disposal | – | 2 |
Amounts to be received in the future | (19) | – |
Net cash inflow from disposals of subsidiaries and businesses | 193 | 2 055 |
Revenue disclosed in the consolidated income statement includes revenue from contracts with customers and other revenue
not in the scope of IFRS 15.
Revenue from contracts with customers
Revenue from contracts with customers is derived from the sale of goods and rendering of services. Revenue is measured
based on the transaction price specified in the contract with the customer. The group recognises revenue when (or as)
it transfers control of goods and/or services to its customers, which is when specific criteria have been met for each of the
group’s activities as described below. Revenue is recognised at the amount the group expects to be entitled to in exchange
for the goods and/or services transferred to customers.
or discounts, revenue is recognised only to the extent that it is highly probable that a significant reversal of revenue will not
occur as a result of such items. The amount of revenue recognised is adjusted for expected returns, rebates or discounts
which are estimated based on the group’s historical experience and taking into consideration the type of customer, the type
of transaction and the specific terms of each arrangement. The right to return goods is measured at the former carrying
Where contracts include multiple goods and/or services, the transaction price is allocated to each distinct goods or service
(or performance obligation) based on respective standalone selling prices. Where standalone selling prices are not directly
observable, they are estimated.
The group identifies all parties that are integral to it generating revenue on its online platforms as its customers and,
accordingly, incentives (including cash discounts and discount vouchers/coupons) provided to any party transacting
on the platform are treated as a reduction of revenue.
The group considers, for each contract with a customer, whether it is a principal or an agent. The group regards itself
as the principal in a transaction where it controls a promised goods or service before the goods or service is transferred
to a customer. Where the group is the principal in a transaction, it recognises revenue as the gross amount of consideration
to which it expects to be entitled. Where the group is in the capacity of an agent, it recognises revenue on a net basis.
Revenue earned, but for which the group’s right to the consideration is not yet unconditional, is presented as accrued income
as part of other receivables in the statement of financial position. Payments received in advance from contracts with
customers represent an obligation to transfer future goods and/or services and are presented as part of accrued expenses
and other liabilities in the statement of financial position.
The group is not party to contracts where the period between the transfer of goods and/or services and payment exceeds
one year. Consequently, the group does not adjust its transaction prices for financing components.
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Financial statements
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5 / 137
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
13. Revenue
continued
Accounting policy
Ecommerce revenue
Revenue recognition for the group’s major revenue streams is outlined below in the following paragraphs.
Revenue represents amounts received or receivable from customers relating to online goods sold on the group’s etail and other
internet platforms and from services rendered. Services rendered include advertising, classifieds listing revenue, payment
transaction commissions and fees, food delivery revenue, educational technology revenue, mobile and other content revenue.
Revenue from goods sold is recognised when the goods are delivered and accepted by the customer.
Classifieds listings
The group recognises classifieds listings and related feature fees over the feature period or on listing of an item for sale
depending on the nature of the feature purchased. Success fees and other relevant commissions are recognised when
a transaction is completed on the group’s websites.
Payments and fintech and mobile content
Payments and fintech and mobile content revenues are recognised once a transaction is completed and is based on the
applicable fee for each transaction performed.
Food delivery revenue
The group recognises revenue from food delivery transactions when it transfers control of the services rendered to a customer
and fulfils its performance obligations.
The group has separate contractual arrangements with the end user, merchant partners and the delivery partners respectively
which specify the rights and obligations of each party. The group considers itself as a principal in these arrangements when
it controls the services provided. The group considers itself an agent in all of these arrangements when it facilitates the services
provided to the end users and does not control those services provided before it is transferred to an end user. An end user
initiates a transaction with an order and the acceptance of the order combined with the contractual arrangements mentioned
above, creates enforceable rights and obligations. The food order and delivery services are two distinct performance
obligations given that the end user can benefit from each item separately.
Revenue for food delivery services is recognised on a net basis as agent when the merchant partner is ultimately responsible
for providing food to the end user when ordered and/or the delivery partner is ultimately responsible for ensuring the delivery
of food ordered when requested by an end user.
When the group is an agent for the order and delivery facilitation services, the group recognises revenue on a net basis,
reflecting amounts collected from end users, less amounts remitted to merchant partners and delivery partners. When the group
is the principal in a transaction, it recognises revenue on a gross basis, reflecting the gross amount of consideration charged
to an end user that it is entitled to in terms of the contractual arrangements.
The group also offers incentives as promotions to end users in the form of vouchers and subsidies to delivery partners for the
delivery facilitation service to increase end user’s usage on the platform. These incentives offered are recognised as a reduction
of revenue on the date that the corresponding revenue transaction is recorded.
Educational technology revenue
Educational technology revenues are recognised over the period in which the online educational content is provided for
or when the online educational content is provided depending on the nature of the educational content purchased.
Advertising revenues
The group mainly derives advertising revenues from advertisements shown online on its websites and instant-messaging windows.
Online advertising revenues are recognised over the period in which the advertisements are displayed using a time-based measure.
Interest income revenue
Interest income revenue is finance income generated from the group’s credit business across various segments including the
Payments and Fintech segment. The credit business provides financing for goods sold and credit offerings provided. Interest
income revenue is recognised using the effective interest rate method, taking into account the expected timing and amount
of cash flows. The effective-interest rate method is a method of calculating the amortised cost of the financial asset receivable
31 March | |||
Reportable segment(s) | 2024 | 2023 | |
where revenue is included | US$’m | US$’m | |
From continuing operations | |||
Revenue from interest income | Various | 134 | 91 |
Revenue from contracts with customers | |||
Online sale of goods revenue | Etail and classifieds | 2 130 | 1 879 |
Classifieds listings revenue | Classifieds | 592 | 435 |
Payment transaction commissions and fees | Various | 1 098 | 896 |
Mobile and other content revenue | Other ecommerce | 43 | 51 |
Food delivery revenue 1 | Food Delivery | 1 192 | 1 367 |
Advertising revenue | Classifieds | 40 | 30 |
Educational technology revenue | Edtech | 148 | 134 |
Other revenue | Various | 90 | 64 |
5 467 | 4 947 |
1
Revenue is presented on an economic-interest basis (ie including a proportionate consolidation of the revenue of associates and joint
ventures) in the group’s segment review and is accordingly not directly comparable to the above consolidated revenue figures. Refer
to note 21 for disaggregation of revenue by geographical area.
The group has recognised the following assets and liabilities in the consolidated statement of financial position that relate to revenue
from contracts with customers:
Accrued income (refer to note 35)
Accrued income balance net of impairment allowances as at 31 March 2024 was US$60m (2023: US$65m). Refer to note 40 for the
group’s credit risk management policy. Impairment allowances recorded on accrued income balances were not material.
The total deferred income balance as at 31 March 2024 was US$240m (2023: US$118m) which consists of a current liability portion
of US$178m (2023: US$109m) and a non-current liability portion of US$62m (2023: US$9m). Revenue recognised in the current year that
was included in the deferred income balance at the beginning of the year (as at 1 April 2023) was US$139m (2023: US$115m).
Unsatisfied long-term contracts
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5 / 138
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
Retirement benefits
The group provides retirement benefits to its eligible employees, primarily by means of monthly contributions to a number
of defined contribution pension and provident funds. The assets of these funds are generally held in separate trustee
administered funds. The group’s contributions to retirement funds are recognised as an expense in the period in which
employees render the related service.
Medical aid benefits
The group’s contributions to medical aid benefit funds for employees are recognised as an expense in the period in which
the employees render services to the group.
Post-employment benefits
Some group companies provide post-employment benefits to their retirees. The entitlement to post-employment healthcare
benefits is subject to the employee remaining in service up to retirement age and completing a minimum service period.
The expected costs of these benefits are accrued over the minimum service period. Independent actuaries carry out annual
valuations of these obligations. All remeasurements resulting from experience adjustments and changes in actuarial
assumptions are recognised immediately in other comprehensive income. These obligations are unfunded.
The group recognises termination benefits when it is demonstrably committed to either terminate the employment
of employees before the normal retirement date, or provide termination benefits as a result of an offer made to encourage
voluntary redundancy.
Where termination benefits fall due more than 12 months after the reporting period, they are discounted. In the case
of an offer made to encourage voluntary redundancy, the measurement of termination benefits is based on the number
of employees expected to accept the offer. Termination benefits are immediately recognised as an expense in the
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Operating loss includes the following items: | ||
Platform cost of sales, website hosting and warehousing costs | 1 857 | 1 718 |
Payment facilitation transaction costs | 862 | 693 |
Delivery services costs 1 | 370 | 734 |
Depreciation 2 | 88 | 90 |
Amortisation 3 | 82 | 79 |
Short-term lease payments | 4 | 4 |
Auditor’s remuneration – Audit network in the Netherlands 4 | ||
Audit fees of the financial statements | 4 | 4 |
Other audit services | 1 | 1 |
Auditor’s remuneration – Audit network outside the Netherlands | ||
Audit fees of the financial statements | 5 | 6 |
Audit fees – other audit services 5 | – | 1 |
Total audit fees | 10 | 12 |
Staff costs 6 | ||
The total cost of employment of all employees, including executive directors, was as follows: | ||
Salaries, wages and bonuses | 1 068 | 1 053 |
Social security taxes | 132 | 122 |
Retirement benefit costs | 28 | 31 |
Medical aid fund contributions | 8 | 8 |
Post-employment benefits | 1 | – |
Cash-settled share-based compensation remeasurement | 121 | (183) |
Equity-settled share-based compensation expenses | 138 | 115 |
1 496 | 1 146 | |
Training costs | 7 | 9 |
Retention option remeasurement | (39) | 20 |
Total staff costs | 1 464 | 1 175 |
Advertising expenses | 267 | 232 |
General administration cost | 475 | 450 |
Impairment losses of financial assets measured at amortised cost | 16 | 14 |
Other costs of providing services and sale of goods, purchases and expenses | 138 | 132 |
Total | 5 633 | 5 333 |
1
The decrease relates primarily to the change in revenue model in the food delivery business from principal to agent. Refer to note 5.
2
Includes depreciation charge of US$nil in cost of providing services and sale of goods (2023: US$1m).
3 Recognised in selling, general and administration expense.
The fees listed relate to the procedures applied to the company and its consolidated group entities by accounting firms and external auditors as referred to in Section 1, subsection 1 of the Audit
Firms Supervision Act
(Wet Toezicht Accountantsorganisaties)
as well as by Dutch and foreign-based accounting firms, including their tax services and advisory groups. The fees relate to the audit
5 Non-audit services provided during the current year was US$92 542.
6
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Financial statements
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5 / 139
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
Other (losses)/gains – net
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Loss on sale of assets | (5) | (4) |
Impairment losses | (374) | (645) |
Impairment of goodwill, PPE and other intangible assets 1 | (374) | (612) |
Impairment of other assets | – | (33) |
Income on business support services | – | 8 |
Other | (1) | – |
Total other (losses)/gains – net | (380) | (641) |
1
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Interest income | ||
Loans and bank accounts 1 | 909 | 473 |
Other | 3 | 2 |
912 | 475 | |
Interest expense | ||
Loans and overdrafts | (520) | (512) |
Capitalised lease liabilities | (6) | (5) |
Other | (31) | (36) |
(557) | (553) | |
Other finances income/(costs) – net | ||
(Losses)/gains on translation of assets and liabilities | (29) | 26 |
Gains/(losses) on derivative and other financial instruments | 102 | (81) |
73 | (55) | |
Total finance income/(costs) – net | 428 | (133) |
1
Net (losses)/gains on acquisitions and disposals
31 March | ||
| 2024 | 2023 | |
US$’m US$’m | ||
(Losses)/gains on disposal of investments – net | (3) | 30 |
Gains on loss of significant influence | – | 30 |
Gains on loss of control | – | 23 |
Remeasurement of contingent consideration | 5 | 1 |
Transaction-related costs | (18) | (31) |
Remeasurement of previously held interest | 10 | – |
Other | 3 | 1 |
(3) | 54 | |
Cash from operations
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Profit before tax per income statement | 7 021 | 9 757 |
Adjustments: | ||
Non-cash and other | (6 692) | (9 939) |
Loss on sale of assets | 5 | 4 |
Depreciation and amortisation | 170 | 169 |
Retention option expense | (39) | 20 |
Share-based compensation expenses | 260 | (68) |
Net finance (income)/cost | (428) | 133 |
Share of equity-accounted results | (2 810) | (5 174) |
Impairment of equity-accounted investments | 483 | 1 742 |
Gains on acquisitions and disposals of investments | (15) | (30) |
Dilution losses on equity-accounted investments | 238 | 252 |
Gains on partial disposal of equity-accounted investments | (5 053) | (7 622) |
(Gains)/losses recognised on loss of significant influence transactions | – | (30) |
Gains recognised on loss of control transactions | – | (23) |
Income on business support services | – | (8) |
Net realisable value adjustments on inventory, net of reversals | – | 2 |
Impairment of assets | 374 | 645 |
Dividend income | – | (61) |
Reversal of provisions | 117 | 111 |
Other | 6 | (1) |
Operating cash flows of discontinued operations, net of adjustments for non-cash and other items | (89) | 14 |
240 | (168) | |
Working capital | (106) | (181) |
Cash movement in trade and other receivables | 57 | (53) |
Cash movement in payables, accruals and cash-settled share-based payment liabilities | (207) | (210) |
Cash movement in inventories | 44 | 82 |
Total cash generated from/(utilised in) operations | 134 | (349) |
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5 / 140
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
Tax expense
The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement,
except to the extent that it relates to items recognised in the consolidated statement of other comprehensive income
or directly in equity. In such cases, the related tax is also recognised in the consolidated statement of other comprehensive
income or directly in equity, respectively.
Current income tax
The statutory Dutch corporate tax rate applicable to Prosus for the year ended 31 March 2024 is 25.8% (2023: 25.8%). The
current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the consolidated
statement of financial position date in the countries where the group operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject
to interpretation. It accounts for uncertain tax positions where appropriate, on the basis of amounts expected to be paid
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Current taxation | 184 | 64 |
Current year | 186 | 64 |
Prior year | (2) | – |
Deferred taxation | (23) | (22) |
Current year | (21) | (22) |
Prior year | (2) | – |
Total taxation expense per income statement | 161 | 42 |
Reconciliation of taxation | ||
Taxation at statutory rates 1 | 1 811 | 2 517 |
Adjusted for: | ||
Non-deductible expenses 2 | 368 | 705 |
Non-taxable income 3 | (1 339) | (2 024) |
Temporary differences not provided for 4 | (15) | 192 |
Adjustments related to prior year taxes | (5) | – |
Other taxes | 37 | 8 |
Tax attributable to equity-accounted earnings | (725) | (1 336) |
Tax adjustment for foreign taxation rates | 29 | (20) |
Taxation provided in income statement | 161 | 42 |
1
The reconciliation of taxation has been performed using the statutory tax rate of Prosus of 25.8% (2023: 25.8%). The impact of different tax rates applied to profits earned in other jurisdictions
is disclosed above as ‘tax adjustment for foreign taxation rates’.
2
Non-deductible expenses relate primarily to impairment losses, dilutions of equity-accounted investments and the remeasurement share-based payment liability.
3
Non-taxable income relates primarily to the gains on disposals of subsidiaries and associates.
4
Deferred tax assets and liabilities have been calculated using tax rates (and laws) that have been enacted or substantively
enacted by the statement of financial position date, being the rates the group expects to apply to the periods in which the
assets are realised or the liabilities are settled.
Deferred taxation is provided on the taxable or deductible temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes. However, deferred tax liabilities are not recognised
if they arise from the initial recognition of goodwill or from the initial recognition of an asset or liability in a transaction, other
than a business combination, that, at the time of the transaction, affects neither the accounting nor the taxable profit or loss.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
deductible temporary differences and unused tax losses can be utilised.
Deferred tax liabilities are provided for temporary differences arising on investments in subsidiaries, associates and joint
ventures, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable
Acquisition | Disposals | Trans- | |||||
Charged to | of subsi- | of subsi- | Foreign | ferred to | |||
1 April | the income | diaries and | diaries and | exchange | held for | 31 March | |
2023 | statement | businesses | businesses | effects | sale | 2024 | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Deferred taxation assets | |||||||
Provisions and other current | |||||||
liabilities | 15 | (2) | – | – | – | (3) | 10 |
Capitalised lease liabilities | (2) | (1) | – | – | (1) | – | (4) |
Tax losses carried forward | 7 | 26 | – | – | (2) | – | 31 |
Other | – | (15) | – | – | – | – | (15) |
Total deferred tax assets | 20 | 8 | – | – | (3) | (3) | 22 |
Offsetting of deferred tax liabilities | (4) | – | – | – | – | – | (4) |
Net deferred tax assets | 16 | – | – | – | – | – | 18 |
Deferred taxation liabilities | |||||||
Intangible assets | 92 | (15) | – | – | (9) | 10 | 78 |
Other | (5) | 2 | – | – | 5 | (2) | – |
Total deferred tax liabilities | 87 | (13) | – | – | (4) | 8 | 78 |
Offsetting of deferred tax assets | (4) | – | – | – | – | – | (4) |
Net deferred tax liabilities | 83 | – | – | – | – | – | 74 |
Net deferred taxation | (67) | 21 | – | – | 1 | (11) | (56) |
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5 / 141
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
20. Deferred taxation
Acquisition | Disposals | Trans- | |||||
Charged to | of subsi- | of subsi- | Foreign | ferred to | |||
1 April | the income | diaries and | diaries and | exchange | held for | 31 March | |
2022 | statement | businesses | businesses | effects | sale | 2023 | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Deferred taxation assets | |||||||
Provisions and other current liabilities | 12 | 8 | – | – | – | (5) | 15 |
Capitalised lease liabilities | 1 | (3) | – | – | 1 | (1) | (2) |
Tax losses carried forward | 3 | 5 | – | – | – | (1) | 7 |
Other | 14 | (8) | – | – | (5) | (1) | – |
Total deferred tax assets | 30 | 2 | – | – | (4) | (8) | 20 |
Offsetting of deferred tax liabilities | (4) | – | – | – | – | – | (4) |
Net deferred tax assets | 26 | – | – | – | – | – | 16 |
Deferred taxation liabilities | |||||||
Intangible assets | 212 | (32) | – | – | 25 | (113) | 92 |
Other | – | (2) | – | – | (3) | – | (5) |
Total deferred tax liabilities | 212 | (34) | – | – | 22 | (113) | 87 |
Offsetting of deferred tax assets | (4) | – | – | – | – | – | (4) |
Net deferred tax liabilities | 208 | – | – | – | – | – | 83 |
Net deferred taxation | (182) | 36 | – | – | (26) | 105 | (67) |
The ultimate outcome of additional taxation assessments may vary from the amounts accrued. However, management believes that any
additional taxation liability over and above the amounts accrued would not have a material adverse impact on the group’s combined
consolidated income statement and consolidated statement of financial position.
The group has tax losses carried forward of approximately US$5.7bn (2023: US$5.5bn) and unrecognised deferred tax assets on interest
carried forward of US$703m. A summary of the tax losses carried forward at 31 March 2024 by tax jurisdiction and the expected expiry
dates are set out below:
Latin | ||||||
America | ||||||
Asia | Europe | and USA | Africa | Other | Total | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Expires in year one | 19 | 171 | – | – | – | 190 |
Expires in year two | 16 | 3 | – | – | – | 19 |
Expires in year three | 4 | 12 | 1 | – | – | 17 |
Expires in year four | – | 4 | 4 | – | – | 8 |
Expires in year five | 13 | 20 | 1 | – | – | 34 |
Expires after year five | 63 | 44 | 697 | – | – | 804 |
Non-expiring | 63 | 4 324 | 256 | – | – | 4 643 |
178 | 4 578 | 959 | – | – | 5 715 |
Net deferred taxation assets amount to US$18m (2023: US$16m), of which US$14m (2023: US$10m) are expected to be utilised within the
next 12 months and US$4m (2023: US$6m) after 12 months. Net deferred taxation liabilities amount to US$74m (2023: US$83m), of which
US$4m (2023: US$4m) are expected to be settled within the next 12 months and US$70m (2023: US$79m) after 12 months.
The group has not recognised any deferred tax assets related to accumulated losses when the utilisation depends on future taxable
profits in excess of the profits arising from the reversal of existing taxable temporary differences, and the relevant group entity from which
the deferred tax asset would arise has suffered a loss in either the current or a preceding year.
Temporary differences arise from the existence of undistributed profits of subsidiaries and changes in foreign exchange rates on translation
of the subsidiaries’ operations. No deferred tax liabilities are recognised for these temporary differences because the group controls the
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5 / 142
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the executive directors who make strategic decisions. The group proportionately consolidates
its share of the results of its associates and joint ventures in the various reportable segments. This is considered to provide
chief operating decision-maker (CODM) in order to allocate resources to the segments and to assess their performance. The CODM has
been identified as the group’s executive directors, who make strategic decisions. The Prosus group has the same governance structures
as its ultimate controlling parent, Naspers. It has the same board and management oversight, including the same individuals comprising
the CODM. Accordingly, the CODM for Naspers is the same CODM for the Prosus group.
The group proportionately consolidates its share of the results of its associated companies and joint ventures in its reportable segments.
This is considered to provide additional information on the economic reality of these investments and corresponds to the manner in which
the CODM assesses segment performance.
The group has identified its reportable segments based on its business by service or product. The operating segments are grouped into
the following categories: Ecommerce, Social and Internet Platforms and Corporate. Below are operating segments under each category:
Ecommerce
– the group operates internet platforms to provide various services and products. These platforms and communities offer
ecommerce, communication, social networks, entertainment and mobile value-added services. The reportable operating segments within
Ecommerce include Classifieds, Payments and Fintech, Food Delivery, Etail, Edtech and Other Ecommerce.
›
Classifieds
– the group operates a number of leading online classifieds platforms comprising general classifieds (such as OLX and
letgo) and verticals (automotive and real estate verticals) in 19 core operating markets.
›
Payments and Fintech
– operates one of the largest mobile and online payment platforms in 20 high growth markets through PayU,
an online payment services provider. This segment also includes the group’s fintech and credit interests via associates and subsidiaries.
›
Food Delivery
– the group invests in leading global online food ordering and delivery platforms operating in regions including India,
Latin America, Europe, Asia and the Middle East through its investments in Delivery Hero, Swiggy and iFood. The segment also includes
part of the credit business offerings in the food delivery business.
›
Etail
– comprises the group’s etail subsidiaries eMAG. The group’s operations are spread across Central and Eastern Europe
and India.
›
Edtech
– comprises the group’s investment in leading online educational technology platforms (such as Stack Overflow, Skillsoft and
GoodHabitz). The group’s operations are spread across the globe including the North America, Europe, the Middle East, Africa and
the Asia-Pacific region.
›
Other Ecommerce
– this segment comprises the group’s mobile and other content businesses. Also included are various corporate
support functions for the Ecommerce segment.
Social and Internet Platforms
– the group holds listed investments in social and internet platforms through Tencent, China’s largest and
most used internet services platform.
Corporate
– this segment comprises entities providing various corporate functions and activities. These services include, but are not
limited to, executive oversight, information management, legal, treasury, control and accounting, human resources, taxes and
investor relations.
Sales between the above segments are eliminated in the ‘inter-segment’ column. The revenue from external parties and all other items
of income, expenses, profits and losses reported in the segment report is measured in a manner consistent with that in the consolidated
income statement. Adjusted EBITDA and trading profit/(loss) are presented in the segment report.
The segment information below includes alternative performance measures (APMs). Alternative performance measures are performance
measures of the group that (i) are not defined by IFRS; (ii) are not uniformly defined or used by other comparable companies; and
(iii) may not be comparable with similar labelled measures and disclosures provided by other companies. Management is responsible
for compiling these non-IFRS performance measures.
The group uses the following alternative performance measures below to assess segment performance:
Adjusted EBITDA
represents operating profit/loss, as adjusted to exclude: (i) depreciation; (ii) amortisation; (iii) retention option expenses
linked to business combinations; (iv) other losses/gains-net, which includes dividends received from investments, profits and losses
on sale of assets, fair value adjustments of financial instruments, impairment losses, gains or losses on settlement of liabilities;
(v) transactions that IFRS treats as cash-settled share-based compensation expense which are with fellow shareholders and are related
to put and call options granted and linked to the ongoing employment of those shareholders as part of the group’s investments in
companies; and (vi) subsequent fair value remeasurement of cash-settled share-based compensation expenses for group share option
schemes, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise
on shareholder transactions (but not excluding share-based payment expenses for which the group has a cash cost on settlement
is a non-IFRS measure that represents operating profit/loss, as adjusted to exclude: (i) amortisation and retention
option expenses linked to business combinations as these expenses are not considered operational in nature; (ii) other losses/gains-net,
which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments of financial instruments,
impairment losses and gains or losses on settlement of liabilities; (iv) transactions that IFRS treats as cash-settled share-based
compensation expense which are with fellow shareholders and are related to put and call options granted and linked to the ongoing
employment of those shareholder’s as part of the group’s investments in companies; and (v) subsequent fair value remeasurement of cash-
settled share-based compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well
as those deemed to arise on shareholder transactions (but not excluding share-based payment expenses for which the group has a cash
cost on settlement with participants). It is considered a useful measure to analyse operational profitability.
Economic interest is a non-IFRS measure that includes consolidated subsidiaries and a proportionate consolidation of associates and
joint ventures.
The revenues from external customers for each major group of products and services are disclosed in note 13. The group is not reliant
on any one major customer as the group’s products are consumed by the general public in a large number of countries.
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Other information
5 / 143
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
21. Segment information
Revenue | |||||
Year ended 31 March 2024 | |||||
Total | Equity- | ||||
Inter- | economic | accounted | Total | ||
Revenue 1 | segment | interest | investments | consolidated | |
US$’m | US$’m | US$’m | US$’m | US$’m | |
Continuing operations | |||||
Ecommerce | 10 349 | – | 10 349 | (4 882) | 5 467 |
– Classifieds 2 | 951 | – | 951 | (244) | 707 |
– Food Delivery 3 | 4 864 | – | 4 864 | (3 642) | 1 222 |
– Payments and Fintech | 1 327 | 22 | 1 349 | (199) | 1 106 |
– Edtech | 444 | – | 444 | (296) | 148 |
– Etail | 2 229 | – | 2 229 | (23) | 2 206 |
– Other | 534 | (22) | 512 | (478) | 78 |
Social and internet platforms | 21 395 | – | 21 395 | (21 395) | – |
– Tencent | 21 395 | – | 21 395 | (21 395) | – |
Corporate segment | – | – | – | – | – |
Total from continuing operations | 31 744 | – | 31 744 | (26 277) | 5 467 |
Total from discontinued operations 2 | 750 | – | 750 | – | 750 |
Total revenue | 32 494 | – | 32 494 | (26 277) | 6 217 |
1 Includes inter-segment revenue.
2
From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations were classified as held for sale and those that have been closed by 31 March 2023 were
presented as a discontinued operation. The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the business and its contribution to the operational
performance of the group. The comparative financial results of these operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and presented
in discontinued operations (refer to note 5).
3
From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result of a change in the services rendered to its customers. Refer to note 5.
Revenue | |||||
Year ended 31 March 2023 | |||||
Total | Equity- | ||||
Inter- | economic | accounted | Total | ||
Revenue 1 | segment | interest | investments | consolidated | |
US$’m | US$’m | US$’m | US$’m | US$’m | |
Continuing operations | |||||
Ecommerce | 9 124 | – | 9 124 | (4 177) | 4 947 |
– Classifieds 2, 3 | 755 | – | 755 | (236) | 519 |
– Food Delivery | 4 203 | – | 4 203 | (2 832) | 1 371 |
– Payments and Fintech | 1 070 | (18) | 1 052 | (149) | 903 |
– Edtech | 545 | – | 545 | (411) | 134 |
– Etail | 1 953 | – | 1 953 | (25) | 1 928 |
– Other | 598 | 18 | (616) | (524) | 92 |
Social and internet platforms | 22 269 | – | 22 269 | (22 269) | – |
– Tencent | 22 269 | – | 22 269 | (22 269) | – |
Corporate segment | – | – | – | – | – |
Total from continuing operations | 31 393 | – | 31 393 | (26 446) | 4 947 |
Total from discontinued operations 2, 3 | 2 444 | – | 2 444 | – | 2 444 |
Total revenue | 33 837 | – | 33 837 | (26 446) | 7 391 |
1 Includes inter-segment revenue.
2
From1 April 2022, following the separation from OLX Group, the CODM reviewed the financial results of Avito separately. Subsequent to the group’s decision to exit this Russian business, Avito
was presented as a discontinued operation up until the date of disposal. The comparative financial results of Avito, previously presented in the Classifieds Ecommerce segment, have been
reclassified and presented in discontinued operations (refer to note 5).
3
From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations were classified as held for sale and those that have been closed by 31 March 2023 were
presented as a discontinued operation. The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the business and its contribution to the operational
performance of the group. The comparative financial results of these operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and presented
in discontinued operations (refer to note 5).
Group overview
Performance review
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Financial statements
Other information
5 / 144
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
21. Segment information
Year ended 31 March 2024 | |||||||
Amorti- | Trading | ||||||
Total | COPS | Adjusted | Depre- | sation of | Interest | (loss)/ | |
revenue | and SGA 1 | EBITDA 2 | ciation | software | on leases | profit 3 | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Continuing operations | |||||||
Ecommerce | 10 349 | (10 378) | (29) | (209) | (24) | (13) | (275) |
– Classifieds 4 | 951 | (740) | 211 | (17) | (5) | (2) | 187 |
– Food Delivery 5 | 4 864 | (4 899) | (35) | (108) | (7) | (8) | (158) |
– Payments and Fintech | 1 305 | (1 354) | (49) | (5) | (3) | (2) | (59) |
– Edtech | 444 | (512) | (68) | (10) | (2) | – | (80) |
– Etail | 2 229 | (2 208) | 21 | (49) | (7) | (1) | (36) |
– Other | 556 | (665) | (109) | (20) | – | – | (129) |
Social and internet platforms | 21 395 | (14 195) | 7 200 | (924) | (11) | (36) | 6 229 |
– Tencent | 21 395 | (14 195) | 7 200 | (924) | (11) | (36) | 6 229 |
Corporate segment | – | (149) | (149) | (6) | – | (1) | (156) |
Total economic interest from | |||||||
continuing operations | 31 744 | (24 722) | 7 022 | (1 139) | (35) | (50) | 5 798 |
Less: Equity-accounted investments | (26 277) | 19 242 | (7 035) | 1 051 | 24 | 44 | (5 916) |
Total consolidated from | |||||||
continuing operations | 5 467 | (5 480) | (13) | (88) | (11) | (6) | (118) |
Total from discontinued | |||||||
operations 4 | 750 | (854) | (104) | (5) | – | (2) | (111) |
Total consolidated | 6 217 | (6 334) | (117) | (93) | (11) | (8) | (229) |
1
Refers to cost of providing services and sale of goods as well as selling, general and administration expenses.
2
Adjusted EBITDA is a non-IFRS measure that refers to earnings before the remeasurement of cash-settled share-based compensation expenses, equity-settled share-based compensation
expenses for group share option schemes, interest, taxation, depreciation and amortisation. It is considered a useful measure to analyse profitability by eliminating the effects of remeasurement
of cash-settled share-based compensation expenses, equity-settled share-based compensation expenses for group share option schemes, financing, tax, capital investment, depreciation and
amortisation.
3
Trading profit/(loss) refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse
operational profitability.
4
From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations were classified as held for sale and those that have been closed by 31 March 2023 were
presented as a discontinued operation. The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the business and its contribution to the operational
performance of the group. The comparative financial results of these operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and presented
in discontinued operations.
5
From 1 April 2023, iFood changed its revenue recognition from a gross basis to a net basis as a result to a change in the services rendered to its customers. Refer to note 5.
Year ended 31 March 2023 | |||||||
Amorti- | Trading | ||||||
Total | COPS | Adjusted | Depre- | sation of | Interest | (loss)/ | |
revenue | and SGA 1 | EBITDA 2 | ciation | software | on leases | profit 3 | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Continuing operations | |||||||
Ecommerce | 9 124 | (10 206) | (1 082) | (187) | (25) | (12) | (1 306) |
– Classifieds 4, 5 | 755 | (681) | 74 | (18) | (6) | (3) | 47 |
– Food Delivery | 4 203 | (4 748) | (545) | (88) | (7) | (9) | (649) |
– Payments and Fintech | 1 052 | (1 160) | (108) | (6) | (2) | – | (116) |
– Edtech | 545 | (784) | (239) | (15) | (5) | 1 | (258) |
– Etail | 1 953 | (1 963) | (10) | (46) | (5) | (2) | (63) |
– Other | 616 | (870) | (254) | (14) | – | 1 | (267) |
Social and internet platforms | 22 269 | (15 974) | 6 295 | (1 145) | (22) | (43) | 5 085 |
– Tencent | 22 269 | (15 974) | 6 295 | (1 145) | (22) | (43) | 5 085 |
Corporate segment | – | (166) | (166) | (6) | – | (1) | (173) |
Total economic interest from | |||||||
continuing operations | 31 393 | (26 346) | 5 047 | (1 338) | (47) | (56) | 3 606 |
Less: Equity-accounted investments | (26 446) | 20 919 | (5 527) | 1 248 | 36 | 51 | (4 192) |
Total consolidated from | |||||||
continuing operations | 4 947 | (5 427) | (480) | (90) | (11) | (5) | (586) |
Total from discontinued | |||||||
operations 4, 5 | 2 444 | (2 586) | (142) | (27) | (7) | (2) | (178) |
Total consolidated | 7 391 | (8 013) | (622) | (117) | (18) | (7) | (764) |
1
Refers to cost of providing services and sale of goods as well as selling, general and administration expenses.
2
Adjusted EBITDA is a non-IFRS measure that refers to earnings before the remeasurement of cash-settled share-based compensation expenses, equity-settled share-based compensation
expenses for Naspers group share option schemes, interest, taxation, depreciation and amortisation. It is considered a useful measure to analyse profitability by eliminating the effects
of remeasurement of cash-settled share-based compensation expenses, equity-settled share-based compensation expenses for group share option schemes, financing, tax, capital investment,
depreciation and amortisation.
3
Trading profit/(loss) refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse
operational profitability.
4
From 1 April 2022, following the separation from OLX Group, the CODM reviewed the financial results of Avito separately. Subsequent to the group’s decision to exit this Russian business, Avito
was presented as a discontinued operation up until the date of disposal. The comparative financial results of Avito, previously presented in the Classifieds Ecommerce segment, have been
reclassified and presented in discontinued operations.
5
From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations were classified as held for sale and those that have been closed by 31 March 2023 were
presented as a discontinued operation. The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the business and its contribution to the
operational performance of the group. The comparative financial results of these operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and presented
in discontinued operations.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 145
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
21. Segment information
Additional disclosure
Year ended 31 March 2024 | Year ended 31 March 2023 | |||||
Reversal of | Share of | Reversal of | Share of | |||
impairment/ | equity- | impairment/ | equity- | |||
(impairment) | accounted | Average | (impairment) | accounted | Average | |
of assets | results | number of | of assets | results | number of | |
US$’m | US$’m | employees 1 | US$’m | US$’m | employees 1 | |
Continuing operations | ||||||
Ecommerce | (831) | (1 263) | 20 878 | (911) | (1 818) | 21 362 |
– Classifieds 2, 3 | (15) | (31) | 2 815 | (107) | (182) | 3 157 |
– Food Delivery | (343) | (946) | 5 215 | (185) | (1 173) | 5 596 |
– Payments and Fintech | – | (30) | 3 552 | (3) | (30) | 3 512 |
– Edtech 4 | (376) | (78) | 651 | (575) | (202) | 772 |
– Etail | (2) | (1) | 8 046 | (2) | (2) | 7 579 |
– Other | (95) | (177) | 599 | (39) | (229) | 746 |
Social and internet platforms | (209) | 4 073 | (1 493) | 6 994 | ||
– Tencent | (209) | 4 073 | (1 493) | 6 994 | ||
Corporate segment | – | – | 168 | – | – | 178 |
Total reportable segments from | ||||||
continuing operations | (1 040) | 2 810 | 21 046 | (2 404) | 5 176 | 21 540 |
Less: Equity-accounted investments | 666 | – | – | 1 792 | – | – |
Total from continuing | ||||||
operations | (374) | 2 810 | 21 046 | (612) | 5 176 | 21 540 |
Total from discontinued | ||||||
operations 2, 3 | (137) | – | – | (158) | – | – |
Total | (511) | 2 810 | 21 046 | (770) | 5 176 | 21 540 |
1
2
From 1 April 2022, following the separation from OLX Group, the CODM reviewed the financial results of Avito separately. Subsequent to the group’s decision to exit this Russian business, Avito
was presented as a discontinued operation up until the date of disposal. The comparative financial results of Avito, previously presented in the Classifieds Ecommerce segment, have been
reclassified and presented in discontinued operations.
3
From 1 March 2023, following the group’s decision to exit the OLX Autos business unit, its operations were classified as held for sale and those that have been closed by 31 March 2023 were
presented as a discontinued operation. The OLX Autos business unit is a separate major line of business both in terms of the distinct nature of the business and its contribution to the operational
performance of the group. The comparative financial results of these operations, previously presented in the Classifieds Ecommerce segment, have been reclassified and presented
in discontinued operations.
4 Relates primarily to Stack Overflow in the Edtech segment.
Trading profit/(loss) as presented in the segment disclosure is the CODM and management’s key measure of each segment’s
operational performance. A reconciliation of the consolidated cash utilised in operating activities, segment trading profit/(loss)
to operating profit/(loss) as reported in the consolidated income statement is provided below:
Year ended 31 March 2024 | |||||||||
Food | Payments | Total | Corporate | ||||||
Classifieds | Delivery | and Fintech | Edtech | Etail | Other | Ecommerce | segment | Total | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Consolidated adjusted | |||||||||
EBITDA from continuing | |||||||||
operations 1 | 187 | 77 | (23) | (91) | 21 | (35) | 136 | (149) | (13) |
Depreciation | (12) | (8) | (5) | (6) | (49) | (2) | (82) | (6) | (88) |
Amortisation of software | (1) | (1) | (1) | (1) | (7) | – | (11) | – | (11) |
Interest on capitalised | |||||||||
lease liabilities | (2) | (1) | (2) | – | – | – | (5) | (1) | (6) |
Consolidated trading | |||||||||
profit/(loss) from | |||||||||
continuing operations 2 | 172 | 67 | (31) | (98) | (35) | (37) | 38 | (156) | (118) |
Interest on capitalised | |||||||||
lease liabilities | 2 | 1 | 2 | – | – | – | 5 | 1 | 6 |
Amortisation of other | |||||||||
intangible assets | (6) | (2) | (12) | (43) | (2) | (6) | (71) | – | (71) |
Other (losses)/gains | |||||||||
– net | – | (3) | 1 | (372) | (3) | (3) | (380) | – | (380) |
Retention option | |||||||||
expense | (2) | – | 38 | – | 3 | – | 39 | – | 39 |
Remeasurement | |||||||||
of cash-settled share- | |||||||||
based incentive | |||||||||
expenses | 1 | (66) | 11 | 12 | (6) | 4 | (44) | 25 | (19) |
Share-based incentives | |||||||||
for share options | |||||||||
settled in Naspers | |||||||||
Limited shares 3 | – | – | – | – | – | – | – | (3) | (3) |
Consolidated | |||||||||
operating profit/(loss) | |||||||||
from continuing | |||||||||
operations | 167 | (3) | 9 | (501) | (43) | (42) | (413) | (133) | (546) |
1
Adjusted EBITDA is a non-IFRS measure that represents operating profit/(loss), as adjusted, to exclude: depreciation; amortisation; retention option expenses linked to business combinations;
other (losses)/gains – net, which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments of financial instruments, impairment losses, cash-settled
share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; and subsequent fair value remeasurement of cash-settled share-based
compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise on shareholder transactions (but not excluding
share-based payment expenses for which the group has a cash cost on settlement with participants). It is considered a useful measure to analyse operational profitability.
2
Trading profit/(loss) is a non-IFRS measure that refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful
measure to analyse operational profitability.
3
Refers to share-based incentives settled in equity instruments of the Naspers group, where the Prosus group has no obligation to settle the awards with participants, ie they are settled
by Naspers.
Group overview
Performance review
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Governance
Financial statements
Other information
5 / 146
Notes to the consolidated financial statements
for the year ended 31 March 2024
Operational performance
continued
21. Segment information
continued
Additional disclosure
Year ended 31 March 2023 | |||||||||
Food | Payments | Total | |||||||
Classifieds | Delivery | and Fintech | Edtech | Etail | Other | Ecommerce | Corporate | Total | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | segment | US$’m | |
Consolidated adjusted | |||||||||
EBITDA from continuing | |||||||||
operations 1 | 73 | (94) | (77) | (122) | (9) | (85) | (314) | (166) | (480) |
Depreciation | (11) | (9) | (6) | (6) | (46) | (5) | (83) | (7) | (90) |
Amortisation of software | (4) | (1) | – | (3) | (5) | 2 | (11) | – | (11) |
Interest on capitalised | |||||||||
lease liabilities | (2) | (2) | – | – | (1) | – | (5) | – | (5) |
Consolidated trading | |||||||||
profit/(loss) from | |||||||||
continuing operations 2 | 56 | (106) | (83) | (131) | (61) | (88) | (413) | (173) | (586) |
Interest on capitalised | |||||||||
lease liabilities | 2 | 2 | – | – | 1 | – | 5 | – | 5 |
Amortisation of other | |||||||||
intangible assets | (4) | (1) | (17) | (43) | (3) | – | (68) | – | (68) |
Other (losses) – net | (40) | (3) | (3) | (553) | (2) | (40) | (641) | – | (641) |
Other | – | – | 7 | – | – | – | 7 | – | 7 |
Retention option | |||||||||
expense | (2) | – | (26) | – | 8 | – | (20) | – | (20) |
Remeasurement of cash- | |||||||||
settled share-based | |||||||||
incentive expenses | 34 | 55 | (5) | 29 | (1) | 33 | 145 | 140 | 285 |
Share-based incentives | |||||||||
for share options settled | |||||||||
in Naspers Limited | |||||||||
shares 3 | (3) | – | – | – | – | (1) | (4) | (5) | (9) |
Consolidated | |||||||||
operating profit/(loss) | |||||||||
from continuing | |||||||||
operations | 43 | (53) | (127) | (698) | (58) | (96) | (989) | (38) | (1 027) |
1
Adjusted EBITDA is a non-IFRS measure that represents operating profit/loss, as adjusted, to exclude: depreciation; amortisation; retention option expenses linked to business combinations; other
losses/gains – net, which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments of financial instruments, impairment losses, cash-settled
share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; and subsequent fair value remeasurement of cash-settled share-based
compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise on shareholder transactions (but not excluding
share-based payment expenses for which the group has a cash cost on settlement with participants). It is considered a useful measure to analyse operational profitability.
2
Trading profit/(loss) refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse
operational profitability.
3
Refers to share-based incentives settled in equity instruments of the Naspers group, where the Prosus group has no obligation to settle the awards with participants, ie they are settled
by Naspers.
Geographical information
Revenue from continuing operations is allocated to a country based on the location of users/customers and/or where the entity
is domiciled. The group operates in four main geographical areas:
Asia
– The group’s activities comprise its interests in internet activities based in China, India, Thailand and Singapore.
Europe
– The group’s activities comprise its interest in internet activities based in Central, Eastern and Western Europe. Furthermore, the
group generates revenue from services provided by subsidiaries based in the Netherlands.
Latin America
– The group’s activities comprise its interests in internet activities based in Brazil and other Latin American countries.
North America
– The group’s activities comprise its interests in internet activities based in the United States of America and other countries.
Other
– Includes the group’s provision of various products and internet services located mainly in Africa and Australia.
Geographical area
31 March 2024 | 31 March 2023 | |||
External | External | |||
External | economic- | External | economic- | |
consolidated | interest | consolidated | interest | |
revenue | revenue 1 | revenue | revenue 1 | |
US$'m | US$'m | US$'m | US$'m | |
From continuing operations | ||||
Asia | 601 | 22 789 | 526 | 23 626 |
Europe | 3 200 | 6 478 | 2 615 | 5 167 |
Central Europe | 750 | 750 | 641 | 641 |
Eastern Europe | 2 371 | 2 393 | 1 912 | 1 936 |
Western Europe | 79 | 3 335 | 62 | 2 590 |
Latin America | 1 495 | 1 599 | 1 651 | 1 754 |
North America | 106 | 635 | 87 | 624 |
Other | 65 | 243 | 68 | 222 |
Total revenue from continuing operations | 5 467 | 31 744 | 4 947 | 31 393 |
1
Revenue includes the group’s proportionate share of associates’ and joint ventures’ external revenue.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 147
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
22.
Earnings per share
Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the group by the weighted
average ordinary shares outstanding during the financial year excluding treasury shares.
Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:
›
The after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
›
The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion
of all dilutive potential ordinary shares.
The group discloses headline earnings per share as determined in accordance with Circular 1/2023, pursuant to the JSE
Listings Requirements. Headline earnings represents net profit for the year attributable to the group’s equity holders,
excluding certain defined separately identifiable remeasurements relating to, among others, impairments of tangible assets,
intangible assets (including goodwill) and equity-accounted investments, gains and losses on acquisitions and disposals
of investments as well as assets, dilution gains and losses on equity-accounted investments, remeasurement gains and losses
on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, net of related
taxes (both current and deferred) and the related non-controlling interests. These remeasurements are determined
in accordance with Circular 1/2023, headline earnings, as issued by the South African Institute of Chartered Accountants,
at the request of the JSE Limited in relation to the calculation of headline earnings and disclosure of a detailed reconciliation
of headline earnings to the earnings numbers used in the calculation of basic earnings per share in accordance with the
requirements of IAS 33
Earnings per Share
, under the JSE Listings Requirements.
Basic headline earnings per share are determined by dividing the headline earnings described above by the weighted
average ordinary shares outstanding during the financial year excluding treasury shares. Diluted headline earnings per share
are determined by dividing the diluted headline earnings by the weighted average number of additional ordinary shares that
would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
In the event that the number of ordinary or potential ordinary shares outstanding increases as a result of a capitalisation without
consideration, the calculation of the basic and diluted earnings per share for the comparative period are adjusted retrospectively.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction against share premium.
Where subsidiaries hold Prosus ordinary shares N, the consideration paid to acquire those shares, including attributable
incremental costs, is deducted from shareholders’ equity and presented separately as treasury shares. Where such shares
are subsequently sold or reissued, the cost of those shares is released, and realised gains or losses are recorded in equity.
In addition, where Prosus holds its own ordinary shares N in issue, such shares are shown as treasury shares until they are
cancelled. When these shares are cancelled, they are deducted against share capital and share premium and/or retained
earnings on the basis of their par value.
The group presents treasury shares separately in the consolidated statement of changes in equity as well as on the face
Prosus share exchange with Naspers shareholders and cross-holding structure up until its removal
in September 2023
In August 2021, the group completed a share exchange offer to Naspers shareholders and a distribution agreement
(hereafter referred to as the cross-holding agreement) was entered into between Naspers and Prosus, which became
effective at the time of closing of the share exchange.
The cross-holding agreement mandates that Prosus waives all rights to all distributions (including dividend flows) from its
Naspers shares held, other than the portion attributable to the residual interest in the Naspers group (primarily Takealot,
Media24 and corporate entities). Prosus is also restricted from disposing all or any portion of its Naspers shares held without
the consent of Naspers. In addition, Naspers is obligated to pass on any distributions (including dividends) it receives from
Prosus to its free-float shareholders (as Prosus is subject to the waiver discussed above). Based on this arrangement, Prosus
is eligible to the economic benefits generated by the Naspers entities outside of the Prosus group.
Based on the substance of the transaction, the portion of the effective interest in Naspers that relates to Prosus’ underlying
investments is accounted for as a shareholder distribution. This is recognised in equity in the ‘Existing control business
combination reserve’. This portion of the transaction is therefore treated as a transaction with shareholders in contemplation
of a capital restructure. Only Prosus’ residual interest in the Naspers group is recognised as an investment at fair value
through other comprehensive income on the consolidated statement of financial position.
31 March 2024 | ||||
Non- | ||||
controlling | ||||
Gross | Taxation | interests | Net | |
US$’m | US$’m | US$’m | US$’m | |
Earnings from continuing operations | ||||
Basic earnings attributable to shareholders | – | – | – | 6 873 |
Impact of dilutive instruments of subsidiaries, associates and joint ventures | – | – | – | (64) |
Diluted earnings attributable to shareholders | – | – | – | 6 809 |
Headline adjustments for continuing operations | ||||
Adjustments for: | (3 436) | 1 | (3) | (3 438) |
Impairment of goodwill, PPE and other intangible assets | 374 | – | – | 374 |
Loss on sale of assets | 5 | – | – | 5 |
Gain on remeasurement of previously held interest | (10) | – | 1 | (9) |
Net loss/(gains) on acquisitions and disposals of investments | 3 | 1 | – | 4 |
Gains on partial disposal of equity-accounted investments | (5 053) | – | – | (5 053) |
Dilution losses on equity-accounted investments | 238 | – | – | 238 |
Remeasurements included in equity-accounted earnings 1 | 524 | – | (4) | 520 |
Impairment of equity-accounted investments | 483 | – | – | 483 |
Basic headline earnings from continuing operations 2 | – | – | – | 3 435 |
Diluted headline earnings from continuing operations | – | – | – | 3 371 |
1
Remeasurements included in equity-accounted earnings include US$108m (2023: US$5.9bn) relating to gains arising on acquisitions and disposals by associates and US$627m (2023: US$1.9bn)
relating to net impairments of assets recognised by associates.
2
Headline earnings represent net profit for the year attributable to equity holders of the group, excluding certain defined separately identifiable remeasurements. The headline earnings measure
Group overview
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Financial statements
Other information
5 / 148
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
continued
22.
Earnings per share
continued
Calculation of headline earnings
31 March 2023 | ||||
Non- | ||||
controlling | ||||
Gross | Taxation | interests | Net | |
US$’m | US$’m | US$’m | US$’m | |
Earnings from continuing operations | ||||
Basic earnings attributable to shareholders | 9 809 | |||
Impact of dilutive instruments of subsidiaries, associates and joint ventures | (116) | |||
Diluted earnings attributable to shareholders | 9 693 | |||
Headline adjustments for continuing operations | ||||
Adjustments for: | (8 949) | – | (104) | (9 053) |
Impairment of other assets | 33 | – | – | 33 |
Impairment of goodwill, PPE and other intangible assets | 612 | – | (1) | 611 |
Loss on sale of assets | 4 | – | – | 4 |
Gain recognised on loss of control | (23) | – | – | (23) |
Gain recognised on loss of significant influence | (30) | – | 1 | (29) |
Net gains on acquisitions and disposals of investments | (30) | – | – | (30) |
Gains on partial disposal of equity-accounted investments | (7 622) | – | – | (7 622) |
Dilution (gains)/loss on equity-accounted investments | 252 | – | – | 252 |
Remeasurements included in equity-accounted earnings | (3 887) | – | (64) | (3 951) |
Impairment of equity-accounted investments | 1 742 | – | (40) | 1 702 |
Basic headline earnings from continuing operations 1 | 756 | |||
Diluted headline earnings from continuing operations | 640 | |||
1
Headline earnings represent net profit for the year attributable to equity holders of the group, excluding certain defined separately identifiable remeasurements. The headline earnings measure
is pursuant to the JSE Listings Requirements.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Earnings from discontinued operations | ||
Basic earnings attributable to shareholders | (267) | 303 |
Diluted earnings attributable to shareholders | (267) | 303 |
Headline adjustments for discontinued operations 1 | ||
Adjustments for: | 129 | (437) |
Impairment of goodwill, PPE and other intangible assets | 137 | 125 |
Loss on sale of assets | – | 6 |
Net (gains)/loss on acquisitions and disposals of investments | (8) | (568) |
(138) | (134) | |
Total tax effects of adjustments | – | – |
Total adjustment for non-controlling interest | – | 6 |
Basic headline earnings from discontinued operations | (138) | (128) |
Diluted headline earnings from discontinued operations | (138) | (128) |
1
Headline earnings represents net profit for the year attributable to equity holders of the group, excluding certain defined, separately identifiable remeasurements. The headline earnings
measure is pursuant to the JSE Listings Requirements.
The earnings per share represent the economic interest per share, taking into account the impact of the cross-holding structure between
Prosus and Naspers up until the date of its removal in September 2023 (refer to note 5).
The cross-holding agreement dealt with how distributions by Prosus will be attributed to its N ordinary shareholders. Under the
cross-holding agreement, Naspers had waived its entitlement to any distributions from Prosus for a calculated number of the ordinary
shares N it holds in Prosus, as these represented the portion of the ordinary shares N that Prosus indirectly owns in itself by virtue of its
interest in Naspers. These ordinary shares N (cross-holding ordinary shares N) were excluded from the earnings per share calculation,
as they contractually do not have an economic interest in the earnings of the group. These cross-holding ordinary shares N were
excluded from the earnings per share calculation as they were considered N non-participating shares. The removal of the cross-holding
agreement allowed for these ordinary shares N held by Naspers to now have economic interest in the earnings of the group and
become participating shares like the rest of the ordinary shares N in issue.
The inclusion of the cross-holding ordinary shares N in the earnings per share calculation was for no consideration and had no change
to the resources of the group. In addition, as part of the removal of the cross-holding transaction, the share capitalisation in the current
period was for no consideration.
The cross-holding ordinary shares N (which become participating shares upon removal of the cross-holding agreement) and the newly
issued shares (as a result of the capitalisation issue) are included in the weighted average number of shares outstanding from 1 April
2022 in accordance with IFRS to allow for a like-for-like comparison. This therefore restates the FY23 earnings per share because the
removal of the cross-holding changes the issued and participating ordinary shares N of the group with no change in resources of the
group or economic benefits for the shareholders.
In addition to the above transaction and the group’s open-ended share-repurchase programme, the number of ordinary shares N used
in the earnings per share information is weighted for the period that the shares were in issue and not recognised as treasury shares.
Refer to note 5 for the impact of the share-repurchase programme.
The A and B ordinary shareholders are entitled to one voting right per share. The A ordinary shareholders are entitled to one-fifth
of the economic rights attributable to the Prosus free-float shareholders. The B ordinary shareholders are entitled to one-millionth
of the economic rights of the Prosus ordinary shares N.
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Financial statements
Other information
5 / 149
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
continued
22.
Earnings per share
continued
Calculation of headline earnings
Issued shares
31 March
2024
Number of
participating
ordinary
shares N
2023
Number of
participating
ordinary
shares N
Net number of shares in issue at year-end (net of treasury shares)
2 494 180 996
1 851 020 628
Cross-holding ordinary shares N
–
(596 444 361)
Net number of shares at year-end
2 494 180 996
1 254 576 267
Weighted average number of ordinary shares
Issued net of treasury shares at the beginning of the year
1 254 576 267
1 419 444 251
Capitalisation issue
1
808 533 377
808 533 377
Weighting of share repurchase
(64 428 669)
(54 343 317)
Weighting of cross-holding ordinary shares N
(2 518 881)
(7 733 518)
Removal of cross-holding arrangement
1
596 444 361
584 373 494
Weighted average number of shares in issue during the year
2
2 592 606 455
2 750 274 287
Adjusted for effect of future share-based payment transactions
–
–
Diluted weighted average number of shares in issue during the year
2 592 606 455
2 750 274 287
Per share information from continuing operations for the year (US cents)
3
Earnings per ordinary share N
265
357
Diluted earnings per ordinary share N
263
352
Headline earnings per ordinary share N
132
27
Diluted headline earnings per ordinary share N
130
23
Dividend paid per ordinary share N (euro cents)
Proposed dividend per ordinary share N (euro cents)
Per share information from total operations for the year (US cents)
3
Earnings per ordinary share N
255
368
Diluted earnings per ordinary share N
253
363
Headline earnings per ordinary share N
127
23
Diluted headline earnings per ordinary share N
125
19
1
The capitalisation issue and removal of the cross-holding ordinary shares N are included in the weighted average number of shares from 1 April 2022.
2
The number of shares in issue is weighted for the period that the shares were not recognised as treasury shares as a result of the share-repurchase programme (refer to note 5).
3
Total earnings per share for ordinary shareholders A amount to 28 US cents (2023: 62 US cents) and ordinary shareholders B amount to nil US cents. Earnings per share for ordinary
Share capital and premium
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Authorised | ||
5 000 000 000 ordinary shares N of €0.05 each (2023: €0.05) | ||
10 000 000 ordinary shares A1 of €0.05 each (2023: €0.05) | ||
10 000 ordinary shares A2 of €50.0 each (2023: €50.0) | ||
3 000 000 000 ordinary shares B of €0.05 each (2023: €0.05) | ||
Issued | ||
2 577 417 975 ordinary shares N (2023: 2 003 817 745) | 139 | 114 |
6 446 739 ordinary shares A1 (2023: 4 456 650) | 1 | 1 |
2 869 537 584 ordinary shares B (2023: 1 128 507 756) | 154 | 62 |
294 | 177 | |
Share premium | 24 218 | 39 009 |
24 512 | 39 186 | |
Treasury shares | (2 563) | (10 043) |
21 949 | 29 143 | |
Equity compensation plans administered by Naspers group share trusts hold 14 119 690 (2023: 5 975 966) of the ordinary
On 27 June 2022, the group announced the beginning of an open-ended, repurchase programme of Prosus ordinary shares N and
Naspers N ordinary shares. The group continued with the share-repurchase programme for the year ended 31 March 2024. The
accounting for the share-repurchase programme takes into consideration the cross-holding agreement between Prosus and Naspers
up until its removal in September 2023 and is implemented in accordance with the applicable laws and regulations as well as the
authority granted by shareholders.
Voluntary share exchange transaction, the cross-holding structure and its cancellation
In August 2021 Prosus completed a voluntary share exchange transaction with Naspers shareholders. This offered Naspers shareholders
the opportunity to tender their existing Naspers N ordinary shares for newly issued Prosus N ordinary shares.
Since the completion of the voluntary share exchange transaction, Prosus’ interest in Naspers is accounted for based on the substance
of the transaction, taking into consideration the cross-holding agreement between Prosus and Naspers that became effective
simultaneously with the closing of the transaction. The cross holding agreement was removed in September 2023.
The cross-holding agreement mandated that Prosus waived all rights to all distributions (including dividend flows) from its Naspers shares
held, other than the portion attributable to the residual interest in the Naspers group (primarily Takealot, Media24 and corporate entities).
Based on the substance of this cross-holding agreement, the portion of Prosus’ interest in Naspers attributable to the residual interest
in the Naspers group was recognised as a financial asset at fair value through other comprehensive income (FVOCI). The portion of the
interest in Naspers that related to Prosus’ underlying investments was accounted for as a shareholder distribution. This was recognised
in equity in the ‘Business combination reserve’. This portion of the transaction was therefore treated as a transaction with shareholders
in contemplation of a capital restructure.
At 31 March 2023, Prosus held a 52.5% fully diluted interest in Naspers representing a 52.7% economic interest.
In September 2023, the group removed the cross-holding structure which was implemented by a number of transaction steps including
the share consolidation and disposal of the Naspers ordinary shares N held by Prosus. Prosus therefore no longer holds an interest
in Naspers and as a result the above accounting was unwound and the residual asset in Naspers was derecognised. Refer to note 5.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 150
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
continued
23.
Share capital and premium
Share-repurchase programme
As part of the repurchase programme, Prosus repurchased 165 373 009 (2023: 152 797 117) Prosus ordinary shares N for a total
consideration of US$7.2bn (2023: US$10.0bn), of which US$7.3bn (2023: US$9.9bn) was paid in cash, including the amount accrued in the
prior year.
The Prosus ordinary shares N acquired by the group are classified as treasury shares. These are recognised in ‘Treasury shares’ on the
consolidated statement of financial position. The treasury shares were recognised at a cost of US$7.2bn (2023: US$10.0bn). The group
intends to cancel the Prosus shares repurchased in due course once the relevant approvals have been obtained, so as to reduce its
The group holds a total of 83 236 979 ordinary shares N (2023: 152 797 117), or 3.23% (2023: 7.63%), of the gross number of ordinary
shares N in issue at 31 March 2024 as treasury shares. The group will hold these treasury shares until they are cancelled. For withholding
tax purposes for these shares repurchased, the company financial statements of Prosus N.V. are leading.
The company’s issued share capital at 31 March 2024 consists of 6 446 739 (2023: 4 456 650) ordinary shares A1,
2 869 537 584 ordinary shares B (2023: 1 128 507 756) and 2 577 417 975 (2023: 2 003 817 745) ordinary shares N.
The ordinary shares N are listed on the Euronext Amsterdam stock exchange with a secondary listing on the JSE and A2X markets,
on a poll, carry one vote per share. The ordinary shares A1 and B are not listed on a stock exchange and, on a poll, carry one vote
per share. The ordinary shares A1 automatically convert to ordinary shares A2 carrying 1 000 votes per share, if Naspers makes, or is
obliged to make, a filing with the Netherlands Authority for the Financial Markets that it ceases to be entitled to exercise at least 50%
plus one vote of the total number of voting rights that may be exercised at a general meeting.
In terms of the Prosus’ articles of association, ordinary shareholders N are entitled to dividends. The dividends declared to ordinary
shareholders A are equal to one-fifth of the dividends to which Prosus’ free-float ordinary shareholders N are entitled. The dividends
declared to ordinary shareholders B are equal to one millionth of the dividends to which Prosus ordinary shareholders N are entitled.
Share capital and share premium
Refer to the company financial statements for a reconciliation of group equity to the company’s equity. Significant differences from
the equity of the company arise from the accounting treatment of the restructuring that occurred upon formation of the Prosus group.
Unissued share capital
The directors of the company have authority, until the next annual general meeting, to allot and issue the unissued
2 422 582 025 ordinary shares N, 3 553 261 A1, 10 000 A2 ordinary shares and 130 462 416 B ordinary shares of the company.
This authority was granted by the Netherlands Authority for the Financial Markets subject to the provisions of the Dutch Civil Code
(Burgerlijk Wetboek)
, other applicable Dutch laws and regulations and any other exchange on which the shares of the company
may be quoted or listed from time to time.
2024 | 2023 | |
Number of | Number of | |
shares N | shares N | |
Movement in ordinary shares N in issue during the year | ||
Ordinary shares N in issue at 1 April | 2 003 817 745 | 2 073 643 605 |
Ordinary shares cancelled | (234 933 146) | (69 825 860) |
Ordinary shares N capitalisation issue 1 | 808 533 377 | – |
Shares in issue at 31 March | 2 577 417 976 | 2 003 817 745 |
Movement in ordinary shares held as treasury shares during the year | ||
Shares held as treasury shares at 1 April | 152 797 117 | 69 825 860 |
Ordinary shares cancelled | (234 933 146) | (69 825 860) |
Shares acquired under the share-repurchase programme | 165 373 008 | 152 797 117 |
Shares held as treasury shares at 31 March | 83 236 979 | 152 797 117 |
Net number of ordinary shares in issue at 31 March | 2 494 180 997 | 1 851 020 628 |
1
The weighted average number of shares for the period ended 31 March 2023 for purposes of note 22, have been adjusted to include those shares issued for no consideration from the start
of the earliest period presented, ie 1 April 2022 to permit comparability in accordance with IAS 33
Earnings Per Share.
The group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue
to provide adequate returns to shareholders and benefits for other stakeholders by pricing products and services commensurately with
the level of risk.
The group relies upon distributions, including dividends, from its subsidiaries, associates and joint ventures to generate the funds necessary
to meet the obligations and other cash flow requirements of the combined group. The operations of the group have historically been
funded in a number of ways, including both debt and equity financing. Recent acquisitions were primarily funded through debt financing.
The group’s businesses are beginning to scale and accordingly, they are expected to become cash generative and able to sustain their
operating capital requirements. The group received US$759m (2023: US$565m) in cash dividends from Tencent during the year.
The group’s general business strategy is to acquire developing businesses and to provide funding to meet the cash needs of those
businesses until they can, within a reasonable period of time, become self-funding. Funding is provided through a combination of loans
and share capital, depending on the country-specific regulatory requirements. From a subsidiary’s perspective, intergroup loan funding
is generally considered to be part of the capital structure. The focus on increased profitability and cash flow generation will continue into
the foreseeable future, although the group will continue to actively evaluate potential growth opportunities within its areas of expertise.
The group will also grow its business in the future by making equity investments in growth companies. The group anticipates that it may
fund future acquisitions and investments through the issue of debt and equity instruments and utilisation of available cash resources.
The group follows a risk-based approach to the determination of the optimal capital structure. The group manages the capital structure
and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order
to maintain or modify the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 151
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
continued
23.
Share capital and premium
continued
Capital management
Below is a summary of the group bonds in issue for the year ended 31 March 2024:
Currency | 31 March | |||||
of year-end | Year of final | Fixed | Interest | 2024 | 2023 | |
balance | Listing date 1 | repayment | interest rate | payments | US$’m | US$’m |
US$ | Jul 2015 | 2025 | 5.50% | Semi-annual | 225 | 225 |
US$ | Jul 2017 | 2027 | 4.85% | Semi-annual | 614 | 614 |
US$ | Jan 2020 | 2030 | 3.68% | Semi-annual | 1 250 | 1 250 |
EUR | Aug 2020 | 2028 | 1.54% | Annual | 917 | 921 |
EUR | Aug 2020 | 2032 | 2.03% | Annual | 810 | 813 |
US$ | Aug 2020 | 2050 | 4.03% | Semi-annual | 1 000 | 1 000 |
US$ | Dec 2020 | 2051 | 3.83% | Semi-annual | 1 500 | 1 500 |
US$ | Jul 2021 | 2031 | 3.06% | Semi-annual | 1 850 | 1 850 |
EUR | Jul 2021 | 2033 | 1.99% | Annual | 918 | 921 |
EUR | Jul 2021 | 2029 | 1.29% | Annual | 1 080 | 1 084 |
US$ | Jan 2022 | 2052 | 4.99% | Semi-annual | 1 250 | 1 250 |
US$ | Jan 2022 | 2032 | 4.19% | Semi-annual | 1 000 | 1 000 |
US$ | Jan 2022 | 2027 | 3.26% | Semi-annual | 1 000 | 1 000 |
EUR | Jan 2022 | 2034 | 2.78% | Annual | 701 | 705 |
EUR | Jan 2022 | 2030 | 2.09% | Annual | 648 | 650 |
EUR | Jan 2022 | 2026 | 1.21% | Annual | 539 | 543 |
15 302 | 15 326 | |||||
1
The group has an undrawn multi-currency revolving credit facility (RCF) of US$2.5bn which matures in March 2029. The RCF is undrawn,
and loans drawn under the facility bears interest at the respective currency term reference rate (eg EURIBOR for EUR), or compounded
reference rate (eg a secured overnight financing rate (SOFR) for US dollar) plus a variable mark-up based on credit rating varying
between 0.65% and 1.10% (currently 0.80%) before commitment and utilisation fees.
The borrower under the undrawn RCF of US$2.5bn (2023: undrawn balance of US$2.5bn) (refer to the group’s unutilised banking facilities
disclosed in note 40) is Prosus N.V. The borrower is obligated to pay a commitment fee equal to 35% of the applicable margin under the
RCF. The undrawn balance of the RCF is available to fund future investments and development expenditure by the group.
The group has specific financial covenants in place to govern its RCF, all of which were complied with during the reporting period. These
Interest-bearing debt-to-equity ratio
As of 31 March 2024, the group had total interest-bearing debt (including capitalised lease liabilities) of US$16.2bn (2023: US$16.1bn)
and a cash balance including short-term cash investments of US$16.0bn (2023: US$16.2bn). The interest-bearing debt-to-equity ratio was
39% at 31 March 2024 (31 March 2023: 36%) due to the group’s cash position and accumulated equity reserves. The group excludes
capitalised lease liabilities from total interest-bearing debt when evaluating and managing capital. These items are considered to be
operating in nature. The adjusted total interest-bearing debt (excluding capitalised lease liabilities) was US$16.0bn (2023: US$15.9bn)
and the adjusted interest-bearing debt-to-equity ratio was 39% at 31 March 2024 (2023: 36%). The group does not have a formal targeted
debt-equity ratio.
The group’s listed bonds are rated by Moody’s and Standard & Poor’s (S&P) as Baa3 and BBB and have a positive and stable
outlook respectively.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Other reserves in the statement of financial position comprise: | ||
Foreign currency translation reserve | (2 934) | (1 990) |
Valuation reserve | (2 610) | (1 929) |
Existing control business combination reserve (BCR) | (45 750) | (45 681) |
Share-based compensation reserve | 4 427 | 3 844 |
(46 867) | (45 756) | |
Foreign currency translation reserve
The foreign currency translation reserve relates to exchange differences arising on the translation of foreign operations’ income
statements and statements of comprehensive income at average exchange rates for the year and their statements of financial position
at the ruling exchange rates at the reporting date if the functional currency differs from the group’s presentation currency. The movement
on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate fluctuations related to the
group’s net investments in its subsidiaries.
Valuation reserve
The valuation reserve relates to fair value changes in financial assets at fair value through other comprehensive income, differences
between the fair value and the contractually stipulated value of shares issued in business combinations and other acquisitions.
Furthermore, the valuation reserve includes the group’s share of equity-accounted investees’ revaluations of their financial assets
at fair value through other comprehensive income and other changes in net asset value of the equity-accounted investees.
Other changes in net assets of the associate and joint ventures include changes in their share-based compensation reserve, transactions
with non-controlling shareholders and other direct equity movements. The components of the valuation reserve may subsequently
be reclassified to profit or loss except for fair value gains or loss relating to the group’s financial assets at fair value through other
comprehensive income, fair value gains or losses from equity accounted investments’ financial assets at fair value through other
comprehensive income and other direct reserve movements of equity-accounted investments.
The grant date fair value of share incentives issued to employees in equity-settled share-based payment transactions is accounted for
in the share-based compensation reserve over the vesting period, if any. The reserve is adjusted at each reporting period when the entity
revises its estimates of the number of share incentives that are expected to vest. The impact of revisions of original estimates, if any,
is recognised in the consolidated income statement, with a corresponding adjustment to this reserve in equity. Upon vesting of share-based
compensation benefits, the reserve is reclassified to retained earnings.
A significant proportion of the group’s foreign currency translation, valuation and share-based compensation reserves relates to the
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 152
Notes to the consolidated financial statements
for the year ended 31 March 2024
Earnings per share and equity
continued
24. Other reserves
Existing control business combination reserve
The existing control business combination reserve is used to account for transactions with non-controlling shareholders, written put option
liabilities and the impact of the removal of the cross-holding structure between Naspers and Prosus. For transactions with non-controlling
shareholders, the excess of the cost of the transactions over the acquirer’s proportionate share of the net asset value acquired/sold
is allocated to this reserve in equity. Written put option liabilities and other obligations that may require the group to purchase its own
equity instruments by delivering cash or another financial asset are also initially recognised from this reserve. Similarly, written put option
liabilities and other similar obligations are reclassified to this reserve in the event of cancellation or expiry. As part of the voluntary
exchange transaction, Prosus obtained an interest in Naspers. Based on the substance of the transaction, the portion of the interest in
Naspers that relates to Prosus’ underlying investments is accounted for as a shareholder distribution. This portion is recognised in this
reserve. It represents a transaction with shareholders in contemplation of a capital restructure.
Upon cancellation of the cross-holding structure, this reserve related to the capital restructure which was not released to another
component of equity.
Below is a summary of the group’s significant transactions with non-controlling shareholders during the year:
31 March 2024 | 31 March 2023 | |||||
Shareholding | Shareholding | |||||
acquired/ | Purchase | acquired/ | Purchase | |||
(disposed) | Price | BCR | (disposed) | price | BCR | |
% | US$’m | US$’m | % | US$’m | US$’m | |
PaySense Private Limited | 14.63 | 112 | (105) | – | – | – |
Dante International SA (eMAG) | 6.57 | 165 | (158) | 0.51 | 9 | (9) |
iFood.com (iFood) 1 | – | – | – | 33.33 | 1 626 | (1 562) |
Red Dot Payment Pte. Ltd | – | – | – | 22.45 | 17 | (17) |
Carsmile S.A. | – | – | – | 34.40 | 14 | (14) |
277 | (263) | 1 666 | (1 602) | |||
1
Purchase price for this transaction includes the fair value of the contingent consideration on the date of the transaction. Refer to note 5.
25. Retained earnings
of approximately 43% for free-float shareholders. Holders of ordinary shares B and ordinary shares A1 will receive an amount per share
equal to their economic entitlement as set out in the articles of association. Furthermore, the board recommends that those holders
of ordinary shares N as at 1 November 2024 (the dividend record date) who do not wish to receive a capital repayment, can choose
to receive a dividend instead. A choice for one option implies an opt-out from the other. If confirmed by shareholders at the annual
general meeting on 21 August 2024, elections to receive a dividend instead of a capital repayment will need to be made by holders
of ordinary shares N by 18 November 2024.
Capital repayments and dividends will be payable to shareholders recorded in our books on the dividend record date and paid
on 26 November 2024. Capital repayments will be paid from qualifying share capital for Dutch tax purposes. No dividend withholding tax
will be withheld on the amounts of capital reductions paid to shareholders. However, if holders of ordinary shares N rather elect
to receive a dividend from retained earnings, dividends will be subject to the Dutch dividend withholding tax rate of 15%.
the listing of the company on the JSE will, in addition to the 15% Dutch dividend withholding tax, be subject to South African dividend tax
at a rate of up to 20%. The amount of additional South African dividend tax will be calculated by deducting from the 20%, a rebate equal
to the Dutch dividend tax paid in respect of the dividend (without right of recovery). Shareholders holding their listed ordinary
shares N through the listing of the company on the JSE, unless exempt from paying South African dividend tax or entitled to a reduced
Accounting policy
Classification, initial recognition and measurement
Financial assets are initially recognised when the group becomes a party to the contractual provisions of the instrument.
On initial recognition, financial assets are classified as financial assets measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss. The classification is based on the objectives of the business model
within which the financial asset is held and the characteristics of its contractual cash flows.
The group assesses the objective of the business model in which a financial asset is held based on all relevant evidence
that is available at the date of assessment including how the performance of the financial asset is evaluated and reported
to management and the risks affecting the performance of the financial asset as well as how those risks are managed.
In evaluating the contractual cash flows of a financial asset, the group considers its contractual terms, including assessing
whether the financial asset is subject to contractual terms that change (or could potentially change) the timing or amount
of associated future cash flows.
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold assets
to collect contractual cash flows and its contractual cash flows represent solely payments of principal and interest on the
amount outstanding. In making this assessment, the group considers the effect of terms (including conversion, prepayment
and extension features) that may affect the timing and/or amounts of cash flows.
Financial assets classified as at amortised cost include trade, financing and other receivables, related party receivables and
cash and cash equivalents.
All financial assets not classified as at amortised cost or at fair value through other comprehensive income are measured
at fair value through profit or loss. This includes derivative financial assets other than those forming part of effective hedging
relationships to which hedge accounting is applied. A financial asset is classified in this category at initial recognition if it
is acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which
there is evidence of short-term profit making, or, if it is designated in this category to eliminate or significantly reduce
an accounting mismatch that would otherwise arise.
Purchases and sales of financial assets are recognised on the trade date, which is the date that the group commits
to purchase or sell the asset. Financial assets (excluding trade receivables that are not subject to a significant financing
component) are initially measured at fair value plus, for an instrument not at fair value through profit or loss, transaction costs
directly attributable to its acquisition or issue. Trade receivables that are not subject to significant financing components are
initially measured at the relevant transaction prices.
Financial assets are presented as non-current assets, except for those with maturities within 12 months from the statement
of financial position date, which are classified as current assets.
On initial recognition of an equity investment that is not held for trading, the group may irrevocably elect to present
subsequent changes in the fair value of such investments in other comprehensive income. This election is made on an
investment-by-investment basis. These investments are classified as financial assets at fair value through other comprehensive
income. The group has classified all equity investments that do not represent investments in subsidiaries, associates or joint
ventures in this category.
Subsequent measurement
Amortised cost financial assets are subsequently measured using the effective interest method, reduced by relevant impairment
allowances. Interest income, foreign exchange gains and losses and impairment losses on amortised cost financial assets are
recognised in the consolidated income statement.
Changes in the fair value of equity investments classified as financial assets at fair value through other comprehensive income
are recognised in the consolidated statement of other comprehensive income and are accumulated in the valuation reserve
in the consolidated statement of changes in equity.
Dividends received on equity investments at fair value through other comprehensive income are recognised in the consolidated
income statement. On derecognition of financial assets at fair value through other comprehensive income, fair value changes
accumulated in the valuation reserve are transferred to retained earnings.
Financial assets and liabilities
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 153
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
continued
Financial assets
continued
Accounting policy
continued
Subsequent measurement
Financial assets at fair value through profit or loss are subsequently carried at fair value with changes in fair value included in
‘Other (losses)/gains – net’ in the consolidated income statement.
Refer to note 41 for the group’s fair value measurement methodology regarding financial assets.
is a legally enforceable right to offset the recognised amounts and there is an intention to realise the asset and settle
The group recognises expected credit losses (impairment allowances) on financial assets measured at amortised cost and
accrued income balances. The group assesses, on a forward-looking basis, the impairment allowances associated with these
financial assets and makes use of provision matrices relevant to its various operations in establishing impairment allowances,
specifically for trade receivables.
For trade and other receivables, including accrued income balances, the group measures impairment allowances at an
amount equal to the lifetime expected credit losses on these financial assets when there is no significant financing
component. Lifetime expected credit losses are those losses that result from all possible default events over the expected
life of the financial instrument and it does not require the tracking of credit risk.
For financing receivables, related party and other loans and receivables, the impairment loss allowance is based
on a general expected credit loss model. The measurement of the impairment loss allowance on these loans and receivables
is based on the assessment of whether there has been a significant increase in credit risk since initial recognition.
Where there has not been a significant increase in credit risk since initial recognition expected credit losses are measured
as 12-month expected credit losses. These are referred to as stage 1 financial assets. Where there has been a significant
increase in credit risk since initial recognition but the financial asset is not yet credit impaired, expected credit losses are
recognised as lifetime credit losses. These are referred to as stage 2 financial assets. Where there has been a significant
increase in credit risk since initial recognition and the financial asset is credit impaired or in default, expected credit losses
are recognised as lifetime credit losses. These are referred to as stage 3 financial assets.
The credit risk of a financial asset is assumed to have increased significantly since initial recognition if at the end of the
reporting period the contractual payments are more than 30 days past due.
The group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations in full
or the outstanding amount exceeds its contractual payment terms on the reporting date and it has been 90 days past due.
At each reporting date the group assesses whether financial assets at amortised cost and/or accrued income balances are
credit impaired. Financial assets are considered credit impaired when one or more events that have a detrimental impact
on expected future cash flows have occurred. Evidence that a financial asset is credit impaired includes but is not limited
to significant financial difficulty experienced by the borrower, a breach of contract such as defaulting on contractually due
repayments or the probability of the borrower entering bankruptcy.
Financial assets are fully provided for or written off (either partially or in full) as per the accounting policy above. However,
financial assets that are written off could still be subject to enforcement activities under the group’s recovery procedures,
considering legal advice where appropriate. Any recoveries made are recognised in the consolidated income statement.
Impairment allowances for financial assets measured at amortised cost and accrued income balances are recognised
in the consolidated income statement in an impairment allowance account. The gross carrying amount of the financial assets
is reduced by the impairment loss allowance and is written off when the group has no reasonable expectation of recovering
the financial asset in its entirety or a portion thereof.
Cash and cash equivalents are carried in the consolidated statement of financial position at amortised cost (other than money
market funds) which equals the cost or face value of the asset. Cash comprises cash on hand and deposits held at call with
banks. Certain cash balances are restricted from immediate use according to terms with banks or other financial institutions.
For purposes of the consolidated statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.
Cash equivalents include money market funds at fair value through profit or loss. These funds have a maturity of three months
or less, are highly liquid and include cash flows which are not solely payments of principal and interest as well as subject
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Cash at bank and on hand | 1 539 | 1 136 |
Short-term bank deposits 1 | 636 | 8 429 |
Bank overdrafts | (15) | (28) |
2 160 | 9 537 | |
Restricted cash | ||
The following cash balances are restricted from immediate use: | ||
Classifieds | 42 | 29 |
Payments and Fintech | 186 | 455 |
Etail | 44 | 41 |
Food Delivery | 94 | – |
Other Ecommerce | 52 | 3 |
Total restricted cash | 418 | 528 |
1
Included in short-term bank deposits is an amount of US$nil (2023: US$447m) which represents money market funds held with major banking groups and high-quality institutions that have AAA
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 154
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
Accounting policy
Short-term investments are cash investments with maturities of more than three months from the date of acquisition.
On initial recognition, short-term investments are recognised at fair value plus directly attributable transaction costs
31 March | |||
Weighted | |||
average | |||
interest rate | 2024 | 2023 | |
% | US$’m | US$’m | |
Deposits and money market investments | 5.56 | 13 527 | 6 602 |
Reverse-repos | 5.78 | 103 | – |
Accrued interest income | 204 | 124 | |
13 834 | 6 726 | ||
The deposits, money-market funds and reverse-repos of US$13.6bn (2023: US$6.6bn) are mostly denominated in US dollar and euro.
The above investments are cash investments with maturity dates (from the date of acquisition) of between three and 12 months and have
accordingly not been disclosed as part of cash and cash equivalents. They are part of the liquidity management strategy of the group.
The company provides cash to counter-parties for investment in these assets which generate interest and is then returned on maturity.
Short-term investments are classified as financial assets at amortised cost. Due to their short-term nature, the carrying values of these
investments are considered to be a reasonable approximation of their fair values. None of the group’s short-term investments were past
due or subject to significant impairment allowances as at 31 March 2024.
The group is exposed to counterparty risk, liquidity risk and market risk through these investments. To mitigate these risks, the group only
transacts with counterparties of high credit quality, monitors the market value of the investments, and diversifies its investments. Most
short-term investments are held in the same currency as the respective entity’s functional currency. However, there are certain money
markets investments held in foreign currency by entities with US dollar functional currencies which gives rise to foreign currency risk.
Due to the nature of short-term investments, there is an insignificant exposure to price risk.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Investments at fair value through other comprehensive income | 5 645 | 7 528 |
Investments at fair value through profit or loss | 48 | 34 |
Investments at amortised cost | 25 | 8 |
Total other investments | 5 718 | 7 570 |
Current portion of other investments | (3 185) | (4 707) |
Investments at fair value through other comprehensive income | (3 185) | (4 707) |
Non-current portion of other investments | 2 533 | 2 863 |
Reconciliation of investments at fair value through other comprehensive income
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Opening balance | 7 528 | 5 918 |
Fair value adjustments recognised in OCI 1 | (1 775) | (158) |
Purchases/additional contributions 2 | 164 | 4 724 |
Loss of significant influence of investments in associate 3 | – | 830 |
Disposals 4 | (15) | (3 775) |
Transfers to equity-accounted investments | (40) | – |
Transfers to fair value through profit and loss | (7) | – |
Impact of the removal of the cross-holding structure 5 | (211) | 10 |
Foreign currency translation effects | 1 | (21) |
Closing balance | 5 645 | 7 528 |
1
The significant movement in the current year relates primarily to the revaluation of Meituan.
2
This includes cash and non-cash purchases. The significant movement in the prior year relates to the Meituan dividend in specie received from Tencent.
3
The significant movement in the prior year relates to the investments in BYJU’S and Udemy upon loss of significant influence.
4
The significant movement in the prior year relates to the disposal of the JD.com investment.
5
The current period includes the deemed disposal of the residual asset in Naspers, which was derecognised due to the removal of the group’s cross-holding structure. Refer to note 5.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 155
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
continued
28. Other investments
Significant equity investments at fair value through other comprehensive income
Significant equity investments at fair value through other comprehensive income include the following:
31 March | ||
Fair value | ||
2024 | 2023 | |
US$’m | US$’m | |
Listed investments | ||
Trip.com Group Limited | 1 317 | 1 130 |
Meituan 1 | 3 185 | 4 707 |
Udemy | 188 | 151 |
DoorDash Inc. | 118 | 51 |
Other | – | 5 |
4 808 | 6 044 | |
Unlisted investments | ||
BYJU'S 2 | – | 493 |
Residual interest in the Naspers group 3 | – | 206 |
GoStudent | 68 | 160 |
Creditas Financial Solutions Limited | 148 | 62 |
Urbanclap Technologies | 95 | 84 |
WayFlyer | 46 | 43 |
Bilt Techonologies | 39 | 10 |
Pantera Venture Funds | 32 | 41 |
Other 4 | 409 | 385 |
837 | 1 484 | |
Total other investments | 5 645 | 7 528 |
1
The group obtained its interest in Meituan as a dividend in specie declared from Tencent.
2 The group wrote down its investment during the current year.
3
The current year includes the deemed disposal of the residual asset in Naspers, which was derecognised due to the removal of the group’s cross-holding structure. Refer to note 5.
4
Other includes various investments of less than US$30m that are not individually material.
Fair value gains or losses on investments held at fair value through other comprehensive income are not reclassified to the consolidated
Trade and financing receivables
Trade receivables
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Carrying value | ||
Trade receivable, gross | 309 | 276 |
Less: allowance for impairment of trade receivables | (31) | (28) |
278 | 248 | |
Less: non-current portion of trade receivables | – | – |
Current portion of trade receivables | 278 | 248 |
The movement in the allowance for impairment of trade receivables during the year was as follows: | ||
Opening balance | (28) | (28) |
Additional allowances charged to the income statement | (16) | (16) |
Allowances reversed through the income statement | 10 | 14 |
Allowances utilised | 1 | – |
Transferred to assets classified as held for sale | 2 | 1 |
Foreign currency translation effects | – | 1 |
Closing balance | (31) | (28) |
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Carrying value | ||
Financing receivable, gross 1 | 607 | 453 |
Less: allowance for impairment of financing receivables | (50) | (42) |
557 | 411 | |
Less: non-current portion of financing receivables 1 | (197) | (133) |
Current portion of financing receivables | 360 | 278 |
The movement in the allowance for impairment of financing receivables during the year was as follows: | ||
Opening balance | (42) | – |
Additional allowances charged to the income statement | (19) | (42) |
Allowances reversed through the income statement | 7 | – |
Transferred to assets classified as held for sale | 4 | – |
Closing balance | (50) | (42) |
1
Financing receivables relate to the group’s credit business. The credit business provides financing for goods sold and credit offerings provided. The non-current portion relates to the financing
receivables for the credit business.
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
continued
29.
Trade and financing receivables
The group’s maximum exposure to credit risk at the reporting date is the carrying value of the trade and financing receivables mentioned
above. The group does not hold any form of collateral as security relating to trade receivables. Refer to note 40 for the group’s credit risk
management.
At 31 March 2024 and 2023, the total allowance for impairment of trade and financing receivables comprised both portfolio allowances
and specific allowances. The majority of the allowance related to a portfolio allowance, which cannot be identified with specific
receivables. The portfolios are based on the nature of the receivables, the revenue stream and geographic region.
The group recognises an allowance for expected credit losses for its trade and financing receivables. The expected credit loss
assessment incorporates historical and forward-looking information, taking into account all reasonable and supportable information
about the likelihood that counterparties would breach their agreed payment terms and any deterioration of their credit ratings. Where
relevant, additional expected credit losses were accounted for when deemed necessary. The increase in the expected credit losses
in the current year relate primarily to the trade and financing receivables of the Payments and Fintech segment as a result of its growing
credit business.
In the prior year the increase in the expected credit losses related to the OLX Autos trade business as a result of the decision to exit the business.
Overall, the expected credit loss allowance did not have a material impact on the group’s trade receivables for the year ended
31 March 2024 and 31 March 2023.
Trade receivables
| 31 March 2024 | 31 March 2023 | |||||
Carrying | Expected | Carrying | Expected | |||
value | Impairment | loss rate | value | Impairment | loss rate | |
US$’m | US$’m | (%) | US$’m | US$’m | (%) | |
Current | 220 | (2) | 1 | 198 | (1) | 1 |
Past due 30 to 59 days | 43 | (5) | 12 | 30 | (4) | 13 |
Past due 60 to 89 days | 8 | (1) | 13 | 11 | (1) | 9 |
Past due 90 to 119 days | 4 | (1) | 25 | 4 | (1) | 25 |
Past due 120 days and older | 34 | (22) | 65 | 33 | (21) | 64 |
309 | (31) | 276 | (28) | |||
| 31 March 2024 | 31 March 2023 | |||||
12-month | 12-month | |||||
Carrying | expected | Expected | Carrying | expected | Expected | |
value | credit loss | loss rate | value | credit loss | loss rate | |
US$’m | US$’m | (%) | US$’m | US$’m | (%) | |
Current 1 | 569 | (29) | 5 | 408 | (17) | 4 |
Past due 30 to 59 days 1 | 13 | (4) | 31 | 13 | (4) | 31 |
Past due 60 to 89 days 1 | 8 | (4) | 50 | 9 | (4) | 44 |
Past due 90 to 119 days 2 | 5 | (4) | 80 | 10 | (6) | 60 |
Past due 120 days and older 3 | 12 | (9) | 75 | 13 | (11) | 85 |
607 | (50) | 453 | (42) | |||
1 Considered stage 1 for expected credit loss assessment.
2 Considered stage 2 for expected credit loss assessment.
Financial liabilities are recognised when the group becomes party to the contractual provisions of the relevant instrument.
The group classifies financial liabilities at amortised cost or at fair value through profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense
and foreign exchange gains and losses on these financial liabilities are recognised in the consolidated income statement.
Other financial liabilities comprise primarily trade and other payables, borrowings and written put option liabilities. These
financial liabilities are initially recognised at fair value, net of transaction costs.
Written put option liabilities represent contracts that impose (or may potentially impose) an obligation on the group
to purchase its own equity instruments (including the shares of a subsidiary) for cash or another financial asset. Written put
option liabilities are initially raised from the ‘Existing control business combination reserve’ in equity at the present value
of the expected redemption amount payable. Simultaneously, the group may still recognise non-controlling interest where the
risks and rewards of ownership are not deemed to have been transferred to the group on initial recognition of the written put
option liability. Subsequent revisions to the expected redemption amount payable as well as the unwinding of the discount
related to the measurement of the present value of the written put option liability, are recognised in ‘Existing control business
combination reserve’ in equity. Where a written put option liability expires unexercised or is cancelled, the carrying value
of the financial liability is derecognised through the ‘Existing control business combination reserve’ in equity.
Written put options that provide the group with the discretion to settle its obligations in the group’s own equity instruments
(including the shares of a subsidiary) are also accounted for as outlined above. Written put option liabilities are presented
within ‘Other non-current liabilities and other current liabilities’ in the consolidated statement of financial position. Written put
option liabilities that are linked to a committed employment period are accounted for as share-based compensation benefits.
The expected redemption amounts payable for these written put options is dependent on the completion of an employment
service period (refer to share-based compensation accounting policy).
Financial liabilities are presented as current liabilities if payment is due or could be demanded within 12 months (or in the
normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis. Financial
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5 / 157
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
31 March 2024 | 31 March 2023 | |||||
Long-term | Current | Total | Long-term | Current | Total | |
liabilities | portion | liabilities | liabilities | portion | liabilities | |
US$’m | US$’m | US$’m | US$’m | US$’m | US$’m | |
Interest-bearing | 15 735 | 472 | 16 207 | 15 746 | 379 | 16 125 |
Capitalised lease liabilities | 126 | 45 | 171 | 150 | 54 | 204 |
Loans and other liabilities | 15 609 | 427 | 16 036 | 15 596 | 325 | 15 921 |
Non-interest-bearing | 4 | – | 4 | 22 | 88 | 110 |
Loans and other liabilities | 4 | – | 4 | 22 | 88 | 110 |
Total liabilities | 15 739 | 472 | 16 211 | 15 768 | 467 | 16 235 |
Weighted | |||||
Currency of | Year of | average | 31 March | ||
year-end | final | interest | 2024 | 2023 | |
Type of lease | balance | repayment | rate | US$’m | US$’m |
Buildings | Various | 2024 – 2038 | 2.02% – 14.77% | 131 | 167 |
Computers, furniture and office equipment | Various | 2024 – 2027 | 2.98% – 9.73% | 22 | 16 |
Vehicles | Various | 2024 – 2029 | 2.88% – 14.5% | 18 | 21 |
Total capitalised lease liabilities | 171 | 204 | |||
Maturity profile
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Minimum instalments | ||
Payable within year one | 50 | 58 |
Payable within year two | 44 | 50 |
Payable within year three | 34 | 37 |
Payable within year four | 25 | 31 |
Payable within year five | 17 | 18 |
Payable after year five | 17 | 29 |
187 | 223 | |
Future finance costs on capitalised lease liabilities | (16) | (19) |
Present value of capitalised lease liabilities | 171 | 204 |
Present value | ||
Payable within year one | 45 | 54 |
Payable within year two | 40 | 46 |
Payable within year three | 31 | 33 |
Payable within year four | 24 | 27 |
Payable within year five | 17 | 16 |
Payable after year five | 14 | 28 |
Present value of capitalised lease liabilities | 171 | 204 |
Weighted | 31 March | |||||
average | ||||||
Currency of | Year | year-end | ||||
Asset | year-end | of final | interest rate | 2024 | 2023 | |
secured | balance | repayment | % | US$’m | US$’m | |
Unsecured 1 | ||||||
Publicly traded bond | US$ | 2025 | 5.50 | 225 | 225 | |
Publicly traded bond | EUR | 2026 | 1.21 | 539 | 543 | |
Publicly traded bond | US$ | 2027 | 4.85 | 614 | 614 | |
Publicly traded bond | US$ | 2027 | 3.26 | 1 000 | 1 000 | |
Publicly traded bond | EUR | 2028 | 1.54 | 917 | 921 | |
Publicly traded note 2 | EUR | 2029 | 1.29 | 1 080 | 1 084 | |
Publicly traded bond | US$ | 2030 | 3.68 | 1 250 | 1 250 | |
Publicly traded bond | EUR | 2030 | 2.09 | 648 | 650 | |
Publicly traded bond | US$ | 2031 | 3.06 | 1 850 | 1 850 | |
Publicly traded bond | US$ | 2032 | 4.19 | 1 000 | 1 000 | |
Publicly traded note 3 | EUR | 2032 | 2.03 | 810 | 813 | |
Publicly traded bond | EUR | 2033 | 1.99 | 918 | 921 | |
Publicly traded bond | EUR | 2034 | 2.78 | 701 | 705 | |
Publicly traded bond | US$ | 2050 | 4.03 | 1 000 | 1 000 | |
Publicly traded bond | US$ | 2051 | 3.83 | 1 500 | 1 500 | |
Publicly traded bond | US$ | 2052 | 4.99 | 1 250 | 1 250 | |
Citi Bank CP | BRL | 2024-2025 | 8.70-9.50 | 66 | – | |
Various institutions | Various | Various | Various | 46 | 77 | |
Secured 4 | ||||||
FIDC Quote holder | Debtors book | BRL | 2024 | 9.29 | 76 | – |
Syndicated Facility | Debtors book | INR | 2024-2028 | 7.00-10.65 | 304 | 190 |
Fondo de Inversion Activa | Debtors book | CLP | 2024 | 8.00-15.00 | 14 | 55 |
Exim Bank S.A & Raiffeisen Bank 5 | Building | EUR | 2028 | EURIBOR 1M + 1.41 | 59 | 30 |
Exim Bank S.A. | Building | EUR | 2029 | EURIBOR 1M + 1.6 | – | 17 |
Raiffeisen Bank | Building | EUR | 2031 | EURIBOR 3M + 1.6 | 33 | 45 |
Various institutions | Various | Various | Various | 77 | 130 | |
Total facilities | 15 977 | 15 870 | ||||
Unamortised loan costs | (78) | (87) | ||||
Premium on euro bonds 2, 3 | 12 | 14 | ||||
Accrued interest | 125 | 124 | ||||
16 036 | 15 921 | |||||
1
The publicly traded bonds are listed on the Irish Stock Exchange (Euronext Dublin). Refer to note 23.
2
The bond maturing in 2028 was issued in two tranches. The second tranche was issued at an issue price of 102.381% (plus EUR1.9m representing 127-days accrued interest in respect of the
period from, and including, 3 August 2020), resulting in a premium of EUR8.3m which is included in the fair value of the bond at initial recognition and is subsequently released over the term
of the bond.
3
The bond maturing in 2032 was issued in two tranches. The second tranche was issued at an issue price of 103.020% (plus EUR1.8m representing 127-days accrued interest in respect of the
period from, and including, 3 August 2020), resulting in a premium of EUR7.6m which is included in the fair value of the bond at initial recognition and is subsequently released over the term
of the bond.
4
Refer to note 43 for details of the group’s assets pledged as collateral.
5
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
continued
30. Long-term liabilities
Non-interest-bearing: Loans and other liabilities
Currency of | Year of | 31 March | ||
year-end | final | 2024 | 2023 | |
Loans | balance | repayment | US$’m | US$’m |
Unsecured | ||||
Earn-out obligations | Various | Conditional | 4 | 109 |
Other | Various | Various | – | 1 |
4 | 110 | |||
Total long-term liabilities | ||||
Repayment terms of long-term liabilities | ||||
(excluding capitalised lease liabilities) | ||||
Payable within year one | 427 | 460 | ||
Payable within year two | 951 | 90 | ||
Payable within year three | 1 052 | 870 | ||
Payable within year four | 654 | 1 015 | ||
Payable within year five | 968 | 630 | ||
Payable after year five | 12 054 | 13 039 | ||
16 106 | 16 104 | |||
Premium on euro bonds | 12 | 14 | ||
Unamortised loan costs | (78) | (87) | ||
16 040 | 16 031 | |||
Interest rate profile of long-term liabilities | ||||
(long and short-term portion, including capitalised lease liabilities) | ||||
Liabilities at fixed rates: 1 to 12 months | 363 | 379 | ||
Liabilities at fixed rates: more than 12 months | 15 561 | 15 543 | ||
Interest-free loans | 4 | 110 | ||
Liabilities linked to variable rates | 283 | 203 | ||
16 211 | 16 235 | |||
Reconciliation of liabilities arising from financing activities
31 March 2024 | ||||
Capitalised | Interest- | Non-interest- | ||
lease | bearing | bearing | ||
liabilities | liabilities | liabilities | ||
US$’m | US$’m | US$’m | ||
Balance at 1 April 2023 | 204 | 15 921 | 110 | |
Remeasurement of contingent obligation | – | – | (88) | |
Repayment of contingent obligation | – | – | (6) | |
Additional liabilities recognised | 47 | 59 | – | |
Additional working capital liabilities recognised | – | 147 | – | |
Repayments of capital portion of leases and long and short-term loans | (60) | (54) | (39) | |
Repayments of interest on capitalised lease liabilities | (7) | – | – | |
Interest accrued | 9 | 499 | – | |
Interest paid | – | (498) | – | |
Disposal of subsidiary | – | (1) | – | |
Amortisation of transaction costs | – | 7 | – | |
Foreign exchange translation | (10) | (27) | – | |
Transfer from related parties | – | – | 27 | |
Remeasurement of capitalised lease liabilities | (10) | – | – | |
Transfer to held for sale | – | (11) | – | |
Other | (2) | (6) | – | |
Balance at 31 March 2024 | 171 | 16 036 | 4 | |
Less: Current portion | (45) | (427) | – | |
Non-current liabilities | 126 | 15 609 | 4 | |
31 March 2023 | ||||
Capitalised | Interest | Non-interest- | ||
lease | bearing | bearing | ||
liabilities | liabilities | liabilities | ||
US$’m | US$’m | US$’m | ||
Balance at 1 April 2022 | 263 | 15 829 | 81 | |
Additional liabilities recognised | 118 | 102 | 2 | |
Additional working capital liabilities recognised | – | 169 | – | |
Additional earn-outs recognised | – | – | 88 | |
Repayments of capital portion of leases and long and short-term loans | (51) | (55) | (1) | |
Repayment of interest on capitalised lease liabilities | (11) | – | – | |
Settlements of preference share liability | – | – | (61) | |
Interest accrued | 11 | 469 | – | |
Interest paid | – | (469) | – | |
Disposal of subsidiary | – | (2) | – | |
Amortisation of transaction costs | (1) | 7 | – | |
Foreign exchange translation | (23) | (128) | 6 | |
Transfer to held for sale | (100) | – | – | |
Other | (2) | (1) | (5) | |
Balance at 31 March 2023 | 204 | 15 921 | 110 | |
Less: Current portion | (54) | (325) | (88) | |
Non-current liabilities | 150 | 15 596 | 22 | |
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial assets and liabilities
Other non-current liabilities
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Written put option liabilities 1 | 688 | 899 |
Deferred income | 62 | 9 |
Total other liabilities | 750 | 908 |
Less: Current portion of other liabilities | (688) | (773) |
Non-current portion of other liabilities | 62 | 135 |
1
Relates to put options written over the non-controlling interests in the group’s Dante International S.A. (eMAG), Extreme Digital Hungary (eMAG Hungary), Movile Internet Movel S.A.,GoodHabitz
and various other smaller ecommerce units.
During the year, the group recognised an aggregate gain on the remeasurement of written put option liabilities of US$171m (2023:
US$168m). The movement in the written put option liability in the current year is predominantly due to the cancellation of written put
option liabilities and changes in the non-controlling interests ownership of the subsidiaries. In the prior year the remeasurement was
predominantly due to the cancellation of written put option liabilities and a decline in the group’s ecommerce subsidiaries enterprise
values used to determine the expected redemption amount payable.
The maturity profile of the group’s written put option liabilities is detailed in the table below and reflects the first date on which the
respective written put options can be contractually exercised:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Exercisable within one year | 688 | 773 |
Exercisable after two to five years | – | 126 |
Total other liabilities | 688 | 899 |
The group has the contractual discretion to settle all written put option obligations either in cash, Naspers N or Prosus ordinary shares N.
The majority of the group’s written put option liabilities are exercisable when non-controlling shareholders exercise their put option right
during the exercisable period, request an initial public offering (IPO) of the relevant group subsidiary and the IPO is either declined
by the group or is ultimately unsuccessful.
Sensitivity analysis
The measurement of written put option liabilities is based on the value of the underlying businesses, calculated either through
a discounted cash flow analysis or through transaction prices observed in orderly transactions. Accordingly, the measurement of written
put option liabilities is subject to significant estimation uncertainty. At 31 March 2024, 94% (2023: 98%) of the total balance of written put
option liabilities have been measured using discounted cash flow analyses based on the relevant group subsidiary 10-year budgeted
cash flow and forecasts. The valuations were determined using the same inputs and methodology used for the enterprise value for equity
compensation benefits.
The following analysis illustrates the sensitivity of written put option liabilities to reasonable changes in the most significant underlying
variables used in their measurement:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
1% increase in the discount rate and a 1% decrease in the terminal growth rate | (53) | (28) |
1% decrease in the discount rate and a 1% increase the terminal growth rate | 24 | 91 |
Other assumptions contained in the discounted cash flow analyses as at 31 March 2024 used by the group when valuing written put
option liabilities vary widely between obligations due to the group’s diverse range of business models and are closely linked to entity-
specific key performance indicators taking into account the impact of the shift to online ecommerce platforms, the broader market
expectations in the technology industry in which the entities operate and the 10-year performance projections used for the entities.
Movements during the year on the group’s written put option liabilities are detailed below. Cash flows arising from the settlement
of written put option liabilities are presented as part of financing activities in the consolidated statement of cash flows.
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Opening balance | 899 | 1 158 |
Additional obligations raised | 23 | 7 |
Remeasurements recognised in equity | (171) | (168) |
Settlements | – | (18) |
Expirations and cancellations | (66) | (41) |
Foreign currency translation effects | 3 | (39) |
Closing balance | 688 | 899 |
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
Accounting policy
Property, plant and equipment comprises owned and leased assets.
Property, plant and equipment are stated at cost, being the purchase cost plus costs to prepare the assets for their intended
use, less accumulated depreciation and accumulated impairment losses. Cost includes transfers from equity of gains/losses
on qualifying cash flow hedges relating to foreign currency property, plant and equipment acquisitions. Property, plant and
equipment, with the exception of land, are depreciated in equal annual amounts over each asset’s estimated useful life
to their residual values. Land is not depreciated as it is deemed to have an indefinite life.
of useful lives:
Class of asset | Owned | Leased |
Buildings | 5 to 50 years | 2 to 10 years |
Computer equipment | 2 to 3 years | 2 to 3 years |
Manufacturing equipment | 2 to 12 years | 2 to 4 years |
Improvements to buildings | 2 to 12 years | 3 to 5 years |
Office equipment, furniture and fittings | 2 to 12 years | 2 to 4 years |
Vehicles | 2 to 5 years | 2 to 5 years |
Where parts of property, plant and equipment require replacement at regular intervals, the carrying value of an item
of property, plant and equipment includes the cost of replacing the part when that cost is incurred, if it is probable that future
economic benefits will flow to the group and the cost can be reliably measured. The carrying values of the parts replaced
are derecognised on capitalisation of the cost of the replacement part. Each component of an item of property, plant and
equipment with a cost that is significant in relation to the total cost of the item is depreciated separately where it has
Major leasehold improvements are amortised over the shorter of the respective lease terms and estimated useful lives.
Subsequent costs, including major renovations, are included in an asset’s carrying value or recognised as a separate asset,
as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the
cost of the item can be measured reliably. Repairs and maintenance are charged to the consolidated income statement.
The residual values and useful lives of property, plant and equipment are reviewed, and adjusted if appropriate, at each
statement of financial position date. Gains and losses on disposals are determined by comparing the proceeds to the asset’s
Work in progress are assets still in the construction phase and not yet available for use. These assets are carried at cost and
are not depreciated. Depreciation commences once the assets are available for use as intended by management.
of those assets. All other borrowing costs are expensed as incurred. A qualifying asset is an asset that takes more than
At inception of a contract, the group assesses whether a contract is, or contains a lease. A contract is, or contains a lease if it
conveys a right to control the use of an identified asset for a period of time in exchange for consideration. The group’s leasing
arrangements relate primarily to office buildings, warehouse space, equipment and vehicles. Lease agreements are generally
entered into for fixed periods of between two and 10 years, depending on the nature of the underlying asset being leased.
Lessee accounting
The group recognises all leases (with limited exceptions) as right-of-use assets and obligations to make lease payments
(lease liabilities) from the lease commencement date.
The right-of-use asset is measured at cost less accumulated depreciation and accumulated impairment. The cost includes
the initial amount of the respective lease liability adjusted for lease payments made before the commencement date of the
lease, plus initial direct costs incurred and estimated costs to dismantle or destroy the underlying asset, less lease incentives
received where applicable. The right-of-use asset is subsequently depreciated using the straight-line method over the earlier
of the useful life of the underlying asset or the period of the lease term. In addition, the right-of-use asset is reduced
by impairment losses if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit
in the lease and where that rate cannot be readily determined the group entity uses the incremental borrowing rate.
This is the rate of interest that the group entity would have to pay to borrow the funds necessary to obtain an asset
of a similar value to the respective right-of-use asset in a similar economic environment.
Lease payments included in the measurement of the lease liability comprises the following:
›
Fixed payments;
›
Variable lease payments that depend on an index or rate;
›
Amounts expected to be payable under residual value guarantees;
›
Amounts in an optional renewal lease period if the group is reasonably certain to exercise an extension option;
›
The exercise price of a purchase option that the group is reasonably certain to exercise; and
›
Penalties for early termination of the lease unless the group is reasonably certain not to terminate the lease early.
The lease liability is measured at amortised cost using the effective interest rate method. It is remeasured where there
is a change in future lease payments, a change in the group’s estimate of amounts expected to be payable under a residual
value guarantee or if the group changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset,
or is recognised in the consolidated income statement if the carrying amount of the right-of-use asset has been reduced to zero.
The group presents right-of-use assets in ‘Property, plant and equipment’ and capitalised lease liabilities in ‘Long-term liabilities’
in the consolidated statement of financial position.
The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term
of 12 months or less and leases of low-value assets. The group recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term.
The group has applied the ‘integrally linked’ approach in respect of the tax consequences of lease contracts. At inception
of a lease and on the transition date no deferred taxes are recognised as no temporary differences arise between the tax
base and carrying amount of the net lease asset or liability (without taking into account advance payments). Subsequent
Items of property, plant and equipment and other intangible assets (with finite useful lives) are reviewed for indicators
of impairment at least annually. Indicators of impairment include, but are not limited to: significant underperformance relative
to expectations based on historical or projected future operating results, significant changes in the manner of use of the
assets or the strategy for the group’s overall business and significant negative industry or economic trends.
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Financial statements
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5 / 161
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
32.
Property, plant and equipment
continued
Accounting policy
continued
Impairment of property, plant and equipment and other intangible assets
Property plant and equipment and other intangible assets still in the development phase, and not yet available for use
(work in progress), are tested for impairment on an annual basis. An impairment loss is recognised in ‘Other (losses)/gains
– net’ in the consolidated income statement when the carrying amount of an asset exceeds its recoverable amount.
Property plant and equipment and other intangible assets still in the development phase, and not yet available for use
(work in progress), are tested for impairment on an annual basis. An impairment loss is recognised in ‘Other (losses)/
gains – net’ in the consolidated income statement when the carrying amount of an asset exceeds its recoverable amount.
Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and
from its disposal at the end of its useful life. The estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Fair value less costs of disposal is the price that would be received to sell an asset in an orderly transaction between
market participants at the measurement date less the incremental costs directly attributable to the disposal of an asset
or cash-generating unit, excluding finance costs and income tax expense.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows that are largely independent of the cash inflows of other assets or groups of assets (a cash-generating unit level).
An impairment loss recognised for an asset in prior years is reversed if there has been a change in the estimates used
to determine the asset’s recoverable amount since the last impairment loss was recognised and the revised recoverable
amount exceeds the carrying amount. The reversal of such an impairment loss is recognised in ‘Other (losses)/gains – net’
Computers | |||||
Land and | and office | Furniture | |||
buildings | equipment | and fittings | Other | Total | |
US$’m | US$’m | US$’m | US$’m | US$’m | |
1 April 2023 | |||||
Cost | 511 | 174 | 105 | 33 | 823 |
Accumulated depreciation and impairment | (160) | (78) | (38) | (13) | (289) |
Carrying value at 1 April 2023 | 351 | 96 | 67 | 20 | 534 |
Foreign currency translation effects | (6) | – | – | – | (6) |
Transferred to assets classified as held for sale 1 | (7) | – | – | – | (7) |
Transferred from assets classified as held for sale | – | 1 | – | – | 1 |
Acquisitions of assets | 75 | 17 | 17 | – | 109 |
Acquisitions of right-of-use assets | 31 | 2 | 8 | 6 | 47 |
Remeasurements of right-of-use assets | (1) | – | – | – | (1) |
Disposals/scrappings | (21) | (6) | (4) | (1) | (32) |
(Impairment)/reversal of impairment | (3) | 1 | – | – | (2) |
Depreciation | (49) | (25) | (12) | (7) | (93) |
31 March 2024 | |||||
Cost | 516 | 161 | 114 | 31 | 822 |
Accumulated depreciation and impairment | (146) | (75) | (38) | (13) | (272) |
Carrying value at 31 March 2024 | 370 | 86 | 76 | 18 | 550 |
Work in progress at 31 March 2024 | 5 | ||||
Total carrying value at 31 March 2024 | 555 |
1
This relates to the GPO investments classified as held for sale (refer to note 36).
Computers | |||||
Land and | and office | Furniture | |||
buildings | equipment | and fittings | Other | Total | |
US$’m | US$’m | US$’m | US$’m | US$’m | |
1 April 2022 | |||||
Cost | 536 | 197 | 107 | 30 | 870 |
Accumulated depreciation and impairment | (163) | (82) | (37) | (10) | (292) |
Carrying value at 1 April 2022 | 373 | 115 | 70 | 20 | 578 |
Foreign currency translation effects | 17 | 1 | 3 | – | 21 |
Transferred to assets classified as held for sale 1, 2 | (110) | (43) | (15) | (1) | (169) |
Acquisitions of assets | 64 | 54 | 25 | 2 | 145 |
Acquisitions of right-of-use assets | 96 | 7 | 5 | 11 | 119 |
Disposals/scrappings | (14) | (3) | (8) | (4) | (29) |
Impairment 3 | (7) | (4) | (2) | (1) | (14) |
Depreciation 4 | (68) | (31) | (11) | (7) | (117) |
31 March 2023 | |||||
Cost | 511 | 174 | 105 | 33 | 823 |
Accumulated depreciation and impairment | (160) | (78) | (38) | (13) | (289) |
Carrying value at 31 March 2023 | 351 | 96 | 67 | 20 | 534 |
Work in progress at 31 March 2023 | 86 | ||||
Total carrying value at 31 March 2023 | 620 |
1
Includes US$11m foreign currency translation gains related primarily to Avito that was classified to held for sale prior to its disposal in October 2022.
2
This relates to Avito which was classified as held for sale in May 2022 prior to its disposal in October 2022 as well as the OLX Autos disposal group classified as held for sale in March 2023
(refer to note 36).
3
Includes impairment of US$11m related to the OLX Autos business unit (refer to note 5).
4
Includes depreciation of US$15m related to Avito and the OLX Autos business unit prior to the classification as held for sale.
The carrying value of work in progress mainly comprises buildings and equipment.
The group recognised US$2m (2023: US$14m) impairment losses on property, plant and equipment. No impairment losses (2023: US$nil)
were recognised within work in progress. US$2m (2023: US$14m) of the impairment losses have been included in ‘Other (losses)/gains –
net’ in the consolidated income statement.
The carrying values and depreciation of right-of-use assets included in property, plant and equipment are as follows:
31 March 2024 | 31 March 2023 | |||
Depreciation | Depreciation | |||
Carrying | charge for | Carrying | charge for | |
value | the year | value | the year | |
US$’m | US$’m | US$’m | US$’m | |
Vehicles | 17 | (6) | 17 | (5) |
Buildings | 115 | (39) | 156 | (56) |
Computers, furniture and office equipment | 24 | (7) | 22 | (7) |
156 | (52) | 195 | (68) | |
Included in the acquisition of property, plant and equipment is an amount of US$47m (2023: US$119m) relating to leased assets, which
are non-cash in nature. Refer to note 43 for details of the group’s assets pledged as collateral.
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
Intangible assets acquired are capitalised at cost. Intangible assets with finite useful lives are amortised using the straight-line
method over their estimated useful lives. Residual values of intangible assets are presumed to be zero and along with their
useful lives are reassessed on an annual basis.
Amortisation periods for intangible assets with finite useful lives vary in accordance with the conditions in the relevant
industries, but are subject to the following maximum limits:
Class of asset | Useful life |
Brand names | 25 years |
Customer-related assets | 11 years |
Software and Other | 10 years |
No value is attributed to internally developed trademarks or similar rights and assets. The costs incurred to develop these
items are charged to the consolidated income statement as incurred.
Costs that are directly associated with the production of identifiable and unique software products controlled by the group,
and which will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets.
Direct costs include the software development team’s employee costs and an appropriate portion of relevant overheads. All
other costs associated with developing or maintaining software programs are expensed as incurred.
Web and application (app) development costs are capitalised as intangible assets if it is probable that the expected future
economic benefits attributable to the asset will flow to the group and its cost can be measured reliably, otherwise these costs
are expensed as incurred.
of new or improved products) are recognised as intangible assets if the costs can be measured reliably, the products
or processes are technically and commercially feasible, future economic benefits are probable, and the group intends to and
has sufficient resources to complete development and to use or sell the asset. Development costs that do not meet these
criteria are expensed as incurred.
The group capitalises the incremental costs incurred to obtain a contract with a customer. These assets are included in other
intangibles and are amortised over the contractual term with the customer.
Work in progress are assets still in the development phase and not yet available for use. These assets are carried at cost
and are not amortised but are tested for impairment at each reporting date. Amortisation commences once the assets are
Impairment of other intangible assets
Customer- | ||||
related | Brand | |||
assets | names | Software | Total | |
US$’m | US$’m | US$’m | US$’m | |
1 April 2023 | ||||
Cost | 297 | 263 | 208 | 768 |
Accumulated amortisation and impairment | (164) | (102) | (146) | (412) |
Carrying value at 1 April 2023 | 133 | 161 | 62 | 356 |
Foreign currency translation effects | (3) | (1) | (3) | (7) |
Acquisitions of subsidiaries and businesses | – | – | 1 | 1 |
Acquisitions | 3 | – | 14 | 17 |
Transfers from work in progress | – | – | 10 | 10 |
1 | ||||
Transferred to/from assets classified as held for sale | – | – | 11 | 11 |
Disposals | (1) | – | (1) | (2) |
Amortisation | (28) | (12) | (42) | (82) |
Cost | 280 | 262 | 231 | 773 |
Accumulated amortisation and impairment | (176) | (114) | (179) | (469) |
Carrying value at 31 March 2024 | 104 | 148 | 52 | 304 |
Work in progress at 31 March 2024 | 22 | |||
Total carrying value at 31 March 2024 | 326 |
1
This relates to the GPO investments classified as held for sale as well as the reclassification of Zoop from held for sale. Refer to note 38.
Customer- | ||||
related | Brand | |||
assets | names | Software | Total | |
US$’m | US$’m | US$’m | US$’m | |
1 April 2022 | ||||
Cost | 633 | 689 | 250 | 1 572 |
Accumulated amortisation and impairment | (240) | (306) | (111) | (657) |
Carrying value at 1 April 2022 | 393 | 383 | 139 | 915 |
Foreign currency translation effects 1 | 64 | 66 | (1) | 129 |
Acquisitions of subsidiaries and businesses | 1 | – | 4 | 5 |
Disposals of subsidiaries and businesses | – | (2) | – | (2) |
Acquisitions | 2 | – | 12 | 14 |
Transfer from work in progress | – | – | 15 | 15 |
Transferred to assets classified as held for sale 1, 2 | (269) | (266) | (46) | (581) |
Impairment 3 | (22) | (3) | (15) | (40) |
Amortisation 4 | (36) | (17) | (46) | (99) |
Cost | 297 | 263 | 208 | 768 |
Accumulated amortisation and impairment | (164) | (102) | (146) | (412) |
Carrying value at 31 March 2023 | 133 | 161 | 62 | 356 |
Work in progress at 31 March 2023 | 11 | |||
Total carrying value at 31 March 2023 | 367 |
1
Includes US$39m foreign currency translation gains related primarily to Avito that was classified to held for sale prior to its disposal in October 2022.
2
This relates to Avito which was classified as held for sale in May 2022 prior to its disposal in October 2022 as well as the OLX Autos disposal group classified as held for sale in March 2023
(refer to note 36).
3
Includes impairment of US$37m related to the OLX Autos business unit. Refer to note 5.
4
Includes amortisation of US$11m related to Avito and the OLX Autos business unit prior to the classification as held for sale.
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
Inventory is stated at the lower of cost and net realisable value. The cost of inventory is determined on a first-in-first-out basis
(FIFO) and on an exceptional basis the weighted average method.
The cost of finished products and work in progress comprises raw materials, direct labour, other direct costs and related
production overheads, but excludes finance costs. Costs of inventories include the transfer from other comprehensive income
of gains/losses on qualifying cash flow hedges relating to foreign currency denominated inventory purchases. Net realisable
value is the estimate of the selling price, less the costs of completion and selling expenses. Net realisable value includes
allowances made for obsolete, unusable and unsaleable inventory and for latent damage first revealed when inventory items
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Carrying value | ||
Finished products, trading inventory and consumables, gross | 279 | 349 |
Less : Allowance for slow-moving and obsolete inventories | (11) | (25) |
Net inventory | 268 | 324 |
The total allowance charged to the consolidated income statement to write inventory down to net realisable value amounted to US$6m
(2023: US$17m), and reversals of these allowances amounted to US$8m (2023: US$3m). The total allowance utilised amounted to US$7m
(2023: US$8m). Net realisable value write-downs relate primarily to inventory within the Classifieds and Etail segments.
Inventories are measured at the lower of cost and net realisable value. In determining the appropriate level of inventory write downs,
changes in the ageing of inventory and consumer behaviour were considered. Overall, the inventory write down during the year ended
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Prepayments | 136 | 158 |
Accrued income 1, 7 | 60 | 65 |
VAT and related taxes receivable | 114 | 100 |
Merchant and bank receivables 2, 7 | 621 | 346 |
Disposal proceeds receivable 3, 7 | 86 | 118 |
Loan receivable 4, 7 | 15 | 22 |
Other receivables 6, 7 | 6 | 63 |
Total other receivables | 1 038 | 872 |
Less: Non-current portion of other receivables 5 | (40) | (43) |
Current portion of other receivables | 998 | 829 |
1
Relates to revenue from contracts with customers. Refer to note 13 for movements in accrued income balances.
2
Merchant and bank receivables are presented net of an allowance for expected impairment (credit) losses of US$3m (2023: US$4m). Refer to note 40 for details of the group’s credit risk
management policy.
3
Includes proceeds receivable from the sale of Tencent shares. Refer note 6.
4
Loan receivables are presented net of an allowance for expected impairment (credit) losses of US$nil (2023: US$nil).
5
Relates to non-current prepaid rental deposits, loan receivables and employment linked prepayments.
6 Includes financial assets of US$4m (2023: US$48m)
Disposal groups classified as held for sale
Non-current assets and liabilities (disposal groups) are classified as held for sale and presented separately as current assets
and liabilities in the consolidated statement of financial position, when their carrying values will be recovered principally
through a sale transaction and when such sale is considered highly probable. The assets and liabilities of disposal groups
held for sale are stated at the lower of carrying value and fair value less costs of disposal. From the date on which disposal
groups are classified as held for sale, the group applies the measurement provisions of IFRS 5
Non-current Assets Held for
Sale and Discontinued Operations
which includes, amongst other requirements, the cessation of the recognition
In August 2023, the group announced that it reached an agreement with Rapyd, a leading Fintech service provider, to acquire the Global
Payments Organisations (GPO) within PayU for a cash transaction worth US$610m. As a result of this agreement, the group classified
GPO investments being sold as a disposal group held for sale from August 2023. The disposal group consists of the GPO businesses
in Eastern Europe and Latin America. The transaction is expected to close in the 2025 financial year.
Following the initial decision to sell Zoop Tecnologia e Meios de Pagamento S.A. (Zoop) in September 2022, the group has not been
able to conclude the disposal to date due to challenging market conditions. Accordingly, Zoop ceased to be classified as held for sale
in September 2023.
In March 2023, the group announced the decision to exit the OLX Autos business unit. The disposal group that is classified as held for
sale consists of assets and liabilities of the Autos operation. Since the announcement to exit this business increased macroeconomic
challenges in the secondhand car sale industry resulted in the extension of the sale period due to circumstances beyond the group’s
control. Management however remains committed to sell this disposal group. The group recognised impairment losses of US$137m
in the current year related to this disposal group
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Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
36.
Disposal groups classified as held for sale
In May 2022, following the group’s announcement to exit its Russian business, Avito’s assets and liabilities were classified as held for sale
up until its disposal in October 2022.
The assets and liabilities classified as held for sale are detailed in the table below:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Assets | 921 | 649 |
Property, plant and equipment | 23 | 26 |
Goodwill | 124 | 302 |
Other intangible assets | 7 | 29 |
Investments in associates | 16 | – |
Deferred taxation assets | – | 2 |
Inventory | 12 | 32 |
Trade and other receivables | 311 | 164 |
Cash and cash equivalents | 428 | 94 |
Liabilities | 728 | 276 |
Capitalised finance leases | 19 | – |
Derivative financial instruments | – | 1 |
Deferred taxation liabilities | 11 | 13 |
Long-term liabilities | 10 | 29 |
Provisions | 1 | 2 |
Trade payables | 26 | 165 |
Accrued expenses and other current liabilities | 661 | 66 |
The Naspers group grants share options, performance stock units (PSUs) and restricted stock units (RSUs) through the various
trusts consolidated by the Naspers group and therefore not within the Prosus group, and Prosus grants share appreciation
rights (SARs) and share options settled in the shares of the underlying entity within the Prosus group.
The equity-compensation plans are granted to employees of the group. The group recognises an employee benefit expense
in the consolidated income statement, representing the fair value of share options, PSUs and RSUs granted. A corresponding
entry to equity is raised for equity-settled plans. For SARs and other cash-settled share option schemes the group recognises
an employee benefit expense in the consolidated income statement at fair value of the amount payable to employees over
the vesting period during which the employees become entitled to payment. A corresponding entry to liabilities is raised for
these cash-settled plans.
The fair value of the options, PSUs and RSUs at the date of grant under equity-settled plans is charged to the consolidated
income statement over the relevant vesting periods, adjusted to reflect actual and expected levels of vesting. For cash-settled
plans, the group remeasures the fair value of the recognised liability at each reporting date and at the date of settlement,
with changes in fair value recognised in the consolidated income statement.
A share option, PSU or RSU scheme is considered equity settled when the transaction is settled through equity instruments
of Prosus N.V. or any of its other subsidiaries or where the group has no obligation to settle awards with participants. SARs
and other option schemes are considered cash settled when there is an obligation to settle in cash or any other asset.
Funding for PSU and RSU share schemes are recognised as contributions to Naspers group share trusts in equity and are
accounted for separately from the equity-compensation plans.
On the final vesting date of equity-settled plans, the group transfers the accumulated balance relating to vested share
options, PSUs and RSUs from the share-based compensation reserve to retained earnings.
All awards are granted subject to the completion of a requisite service (vesting) period by employees, ranging from one
year to five years. Unvested awards are subject to forfeiture on termination of employment. Generally, vesting takes place
in tranches depending on the duration of the total vesting period.
All share options and SARS are granted with an exercise price of not less than 100% of the market value or fair value of the
respective company’s shares on the date of the grant. RSUs/PSUs are granted with an exercise price of zero.
Naspers group share trusts
The Naspers group share trusts hold Naspers shares and Prosus shares (as shareholders) to settle Naspers share options,
RSUs and PSUs held by employees of the Naspers and Prosus group. These share trusts were founded by Naspers and
Prosus to administer the Naspers group share schemes for all employees. These share trusts are controlled by Naspers and
not Prosus because the Naspers board (the board) approves the granting of the equity-compensation plans and therefore
controls the relevant activities of the trusts. Accordingly, Prosus cannot make decisions over these equity-compensation plans
unilaterally and has no obligation to settle these plans. On the listing of Prosus, these trusts received either Naspers or Prosus
shares (the shares), as selected by the trustees, via the capitalisation issue of Naspers N ordinary shares that converted into
Prosus ordinary shares N on listing date. These shares are linked to the respective Naspers shares and accordingly
on settlement of the awards employees will receive the Naspers shares as stipulated on grant date and the linked Prosus/
Naspers shares granted upon listing of the group. There was no adjustment to the original strike price. For these share
schemes, the settlement is in Naspers shares with linked Prosus shares as a result of listing.
In September 2020, the Naspers board approved the establishment of the Prosus RSU share scheme administered by the
new Prosus RSU trust. Similar to the other share trusts, the board controls the operational activity of both the Naspers and
Prosus group and via the remuneration committee approves the share scheme rules and the granting of awards. The
settlement of this share scheme will be in Prosus shares and have been granted to both Naspers and Prosus group
employees. Naspers, as the ultimate parent has the ultimate decision-making power regarding equity-compensation benefit
plans and number of shares granted. These decision-making rights have not been specifically ceded to Prosus.
Accordingly, all share trusts discussed above (including the Prosus RSU share trust) are controlled and consolidated
by Naspers because the trust’s relevant activities are governed by the remuneration committee as mandated by the board
and is used to administer the share schemes of the Naspers group as a whole. In addition, Naspers being the ultimate
parent of the group controls the decisions of the trusts.
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5 / 165
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
Removal of the cross-holding structure
The Naspers group share trusts participated in the Prosus capitalisation issue of Prosus ordinary shares N and Naspers
capitalisation issue and share consolidation of the Naspers N ordinary shares. The trust’s participation was as a result
of Prosus and Naspers shares held to settle Naspers share options, RSUs and PSUs held by employees of the group.
The Prosus capitalisation issue resulted in the trusts receiving additional Prosus shares which are linked to the respective
Prosus ordinary shares N used to settle the equity-compensation benefits. Accordingly on settlement of the awards employees
will receive the Prosus shares as stipulated on grant date and the linked Prosus shares received as a result of the
capitalisation issue.
The Naspers share capitalisation and subsequent consolidation of the N ordinary shares had no impact on the trusts as they
held the same number of ordinary shares after the share consolidation as they did before the capitalisation issue to settle
equity-compensation benefits.
Classification of equity-compensation plans for the Prosus group
Prosus group entities issue share options and SARs to employees of the group. Certain of the share option plans are settled
in equity instruments of subsidiaries of the Prosus group and are classified as equity settled. All of the SARs and the
remaining share option plans are settled by the Prosus group in cash or other assets (including shares of the Naspers group)
and are classified as cash-settled plans.
The share schemes that are settled in Naspers shares are classified as cash settled when the Prosus group has the obligation
to make settlement, and equity settled when the Naspers group trusts (ie Naspers) has the obligation to make settlement.
Classification of Naspers equity-compensation plans for the Prosus group
In respect of RSUs and PSUs, awards are automatically settled in Naspers and/or Prosus equity instruments on the vesting
date by the relevant Naspers group share trust.
Naspers share-based compensation plans in which the group’s employees participate, awards are settled with employees
by the relevant Naspers group share trust and the Prosus group does not have any obligation to settle these awards with
employees. Such awards are classified as equity settled. The equity-settled share-based compensation plans administered
by the Naspers group trusts relate to Naspers and Prosus RSUs, Naspers and Prosus PSU schemes and share option
schemes. The share options, RSUs and PSUs are classified as equity settled as the group does not have an obligation
to make settlement. Naspers has the obligation to make settlement.
Related party transactions
Prosus provides funding to the trust to settle share options of the Prosus group employees via loan account. Refer
to note 42 for details of related party balances with the trusts.
Although the group has various equity-compensation plans in operation, disclosure is provided only for those plans that had
Maximum | Period to | |||
awards | Vesting | expiry from | IFRS 2 | |
permissible 1 | period 2 | date of offer | classification | |
Share option plan/RSU plan | ||||
Naspers group | ||||
Naspers Share Incentive Trust (Naspers) | Note 3 | a 3 | 10 years | Equity settled |
MIH Holdings Share Trust (MIH Holdings) | Note 3 | a 3 | 10 years | Equity settled |
MIH Internet Holdings B.V. Share Trust (MIH Internet) | Note 3 | a 3 | 10 years | Equity settled |
Naspers Restricted Stock Plan Trust (Naspers RSU/PSU) 4, 5 | Note 3, 4 | a | Note 5 | Equity settled |
Prosus N.V. Share Award Plan (Prosus RSU/PSU) 5 | Note 7 | a | Note 5 | Equity settled |
Prosus N.V. Share Option Plan (Prosus options) | Note 7 | a | 10 years | Equity settled |
Social and internet platforms | ||||
MIH Russia Internet B.V. Share Trust | 10% | c | 10 years | Equity settled |
Ecommerce | ||||
Frontier Car Group (FCG) Share Trust Option Scheme 9 | 15% | e | 10 years | Cash settled |
iFood.com Share Option Scheme | 12.5% | a 8 | 10 years | Cash settled |
Movile International Holdings B.V. and Movile Mobile Commerce | ||||
Holdings S.L. Joint Stock Option Plan and Movile International | ||||
Holdings B.V. Share Option Plan | 15% | a 6 | 10 years | Cash settled |
Dante International S.A. (eMAG) Share Option Scheme | 15% | a 6 | 10 years 10 | Equity settled |
Red Dot Payment Pte Ltd Options Scheme | 20% | a | 10 years | Cash settled |
4 275 000 | ||||
Zoop Holding Participações S.A. Share Option Scheme | shares | a | 10 years | Cash settled |
Stack Exchange, Inc. 2010 Stock Plan | 15% | f | 10 years | Cash settled |
The group provides detailed disclosure for those share option and RSU plans that are considered significant to the financial statements.
Notes in relation to the group’s share option and RSU plans
1
The percentage reflected in this column is the maximum percentage of the respective companies’ issued share capital that is available for the plan. Where applicable, the above percentage also
includes the percentage of the underlying assets value allocated to other group schemes, including the Global schemes (also see note 4 in relation to the group’s share appreciation rights plans).
2
Vesting period:
a One-quarter vests after years one, two, three and four.
b One-third vests after years three, four and five.
c
One-fifth vests after years one, two, three, four and five.
d One-third vests after years one, two and three.
e One-quarter vests after year one and monthly thereafter over three years.
f
The vesting period shall be determined for each offer letter individually provided that it shall not exceed 10 years.
3
At the Naspers annual general meeting held on 25 August 2017 a resolution was adopted by shareholders whereby the vesting period for options granted after 25 August 2017 would be one
quarter vesting after years one, two, three and four. Options granted before 25 August 2017 vest over three, four and five years respectively. In addition, at the Naspers annual general meeting
in August 2020 shareholders approved that up to 5% of the issued capital of Naspers may be granted in the Naspers RSU.
4
The Naspers Restricted Stock Plan Trust may issue no more than 200 000 RSU awards in aggregate during any one financial year. The number of PSUs that may be offered is at the discretion
of the board.
5
Awards are automatically settled with participants on the vesting date.
6
For these schemes all offers made from 1 April 2018 vest over one, two, three and four years. All offers preceding this date vest over one, two, three, four and five years.
7
No more than 5% of the issued capital of Prosus N.V. may be granted in the Prosus RSU/PSU/Option plans.
8
Prior to September 2020 all options granted, one fifth vests after years one, two, three, four and five.
9
These schemes relate to entities that are presented as disposal groups classified as held for sale in the current year.
10 For options granted on or after 1 April 2022, the period of expiry from offer date is six years.
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Financial statements
Other information
5 / 166
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
The following share appreciation rights plans were in operation during the financial year:
Maximum | Period to | |||
awards | Vesting | expiry from | IFRS 2 | |
Share appreciation rights plans | permissible 1 | period 2 | date of offer | classification |
Social and internet platforms | ||||
MIH China/MIH TC 2008 SAR Scheme | 10% | b 3 | 10 years | Cash settled |
Ecommerce | ||||
MIH Food Holdings B.V. SAR Scheme (Delivery Hero) | 7.5% | b | 10 years | Cash settled |
MIH India Food Holdings B.V. SAR Scheme (Swiggy) | 10% | b | 10 years | Cash settled |
CEE Classifieds SAR Scheme | 10% | c | 10 years | Cash settled |
Tokobagus Exploitatie B.V. SAR Scheme | 15% | c | 10 years | Cash settled |
MIH Payments Holdings B.V. SAR Scheme | 15% | b 3 | 10 years | Cash settled |
PayU Global B.V. SAR Scheme | 15% | b 3 | 10 years | Cash settled |
PayU Credit B.V. SAR Scheme | 15% | b | 10 years | Cash settled |
Naspers Global Classifieds SAR Scheme (Global Classifieds) | Note 4 | b 3 | 10 years | Cash settled |
Naspers Global Ecommerce SAR Scheme (Global Ecommerce) | Note 4 | b 3 | 10 years | Cash settled |
MIH Fintech Holdings B.V. SAR Scheme (Global Payments) | Note 4 | b | 10 years | Cash settled |
MIH Food Delivery Holdings B.V. SAR Scheme (Global Food) | Note 4 | b | 10 years | Cash settled |
Naspers Ventures B.V. SAR Scheme | 15% | d | 10 years | Cash settled |
MIH Edtech Investments B.V. SAR plan (Global Edtech) | Note 4 | b | 10 years | Cash settled |
Red Dot Payment Pte Ltd SAR Scheme | 20% | b | 10 years | Cash settled |
SimilarWeb Limited SAR Scheme | 5% | c | 10 years | Cash settled |
Property24 SAR Scheme | 15% | b 3 | 10 years | Cash settled |
Takealot Online Proprietary Limited SAR Scheme | 15% | b | 10 years | Cash settled |
Movile International Holdings B.V. SAR Scheme | 15% | b | 10 years | Cash settled |
Dante International S.A. (eMAG) SAR Scheme | 12.5% | b | 10 years | Cash settled |
MIH Learning B.V. (Skillsoft) SAR Scheme | 12.5% | b | 10 years | Cash settled |
Good BidCo (GoodHabitz) B.V. SAR Scheme | 15% | b | 10 years | Cash settled |
The group provides detailed disclosure for those share appreciation rights plans that are considered significant to the financial statements.
Notes in relation to the group’s share appreciation rights plans
1
The percentage reflected in this column is the maximum percentage of the respective companies issued/notional share capital that
is available for the plan. Where applicable, the above percentage also includes the percentage of the underlying assets value
allocated to other group schemes, including the Global schemes (also see note 4).
2
Vesting period:
a
One-third vests after years three, four and five.
b
One-quarter vests after years one, two, three and four.
c
One-fifth vests after years one, two, three, four and five.
d
One-quarter vests after years two, three, four and five.
3
For these schemes all offers made from 1 April 2018 vest over one, two, three and four years. All offers preceding this date vest over
one, two, three, four and five years.
4
2.5% of the value of each of the relevant underlying assets, as is contributed to the relevant Global schemes, is available for issuance
in the Global schemes.
From 1 April 2022, the new grants under the SAR scheme (except for Naspers Ventures B.V. SAR Scheme) have an expiry period of six years.
Liabilities arising from share-based payment transactions
The following liabilities have been recognised in the consolidated statement of financial position relating to the group’s cash settled
share-based payment obligations:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Cash-settled share-based payment liability | ||
Total carrying amount of cash-settled share-based payment liability | 512 | 713 |
Less: Current portion of cash-settled share-based payment liability | (483) | (656) |
Non-current portion of cash-settled share-based payment liability | 29 | 57 |
Reconciliation of the cash-settled share-based payment liability is as follows:
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Opening carrying amount of cash-settled share-based payment liability | 713 | 1 127 |
SAR scheme charge per the consolidated income statement | 121 | (187) |
Employment linked put option charge per the consolidated income statement | (41) | 14 |
Settlements | (277) | (165) |
Modification | – | 5 |
Transferred to liabilities classified as held for sale 1 | (3) | (37) |
Foreign currency translation effects | (1) | (44) |
Closing carrying amount of cash-settled share-based payment liability | 512 | 713 |
1
The prior year relates primarily to Avito that was classified as held for sale in May 2022 prior to its disposal in October 2022 as well as the OLX Autos disposal group classified as held for sale
in March 2023.
As at 31 March 2024 68.6% (2023: 68.2%) of the share-based payment liability relates to vested share-based compensation plans that
have not been exercised. Included in the share-based payment liability is an amount of US$63m (2023: US$103m) as a result of a written
put option included in the acquisition agreement that is linked to a committed employment period for the founders of the respective
subsidiaries.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 167
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
The group recognised, in the consolidated income statement, a remeasurement of US$34m (2023: US$29m) included in the current year
cash-settled share-based payment expense related to these subsidiaries. The value on settlement of the put options will be dependent
on the completion of the respective employment period and accordingly impacts the non-controlling interest recognised for these
subsidiaries.
Movements in terms of the group’s significant share option and RSU plans are as follows:
31 March 2024 | ||||||
Prosus | Prosus | Naspers | Dante | Movile | ||
RSU | RSU | PSU | Inter- | Joint | ||
(JSE) | (euro) | (euro) | national | iFood | Scheme | |
Shares | ||||||
Outstanding at 1 April | 72 559 | 4 105 565 | 612 626 | 87 545 | 120 194 | 515 314 |
Movements between Naspers and | ||||||
Prosus group companies | 15 377 | – | – | (5 752) | – | – |
Granted | 43 758 | 2 015 424 | 452 685 | 3 870 | 34 907 | (21 994) |
Exercised | (23 182) | (1 110 704) | – | (18 432) | (16 380) | (204 534) |
Forfeited | (13 389) | (978 513) | (250 969) | (4 143) | (13 358) | – |
Reinstatement | – | 71 504 | 34 379 | – | 292 | – |
Outstanding at 31 March 1 | 95 123 | 4 103 276 | 848 721 | 63 088 | 125 655 | 288 786 |
Available to be implemented | ||||||
by the trust at 31 March | – | – | – | – | – | – |
Weighted average exercise price | (SA rand) | (euro) | (euro) | (euro) | (BRL) | (BRL) |
Outstanding at 1 April | – | – | – | 1 163.78 | 8 580.74 | 248.86 |
Movements between Naspers and | ||||||
Prosus group companies | – | – | – | – | – | – |
Granted | – | – | – | 1 620.61 | 15 283.88 | – |
Exercised | – | – | – | 840.42 | 4 522.14 | 481.44 |
Forfeited | – | – | – | 1 306.20 | 11 578.36 | 145.39 |
Reinstatement | – | 17 978.31 | – | |||
Outstanding at 31 March | – | – | – | 1 276.92 | 10 675.11 | 311.24 |
Available to be implemented | ||||||
by the trust at 31 March | – | – | – | – | – | – |
Weighted average share price | ||||||
of options taken up during the year | (SA rand) | (euro) | (euro) | (euro) | (BRL) | (BRL) |
Shares | 23 182 | 1 110 704 | – | 18 432 | 16 380 | 21 994 |
Weighted average share price | 1 136.86 | 49.19 | – | 1 616.43 | 15 617.25 | 1 635.12 |
1
Linked to these outstanding shares are 5 396 080 Prosus N ordinary shares and 1 062 600 Naspers ordinary shares received from the listing of the Prosus group and the removal of the cross-
holding structure. These linked shares will be settled with the respective shares awarded to employees on grant date.
| 31 March 2023 | ||||||
Prosus | Prosus | |||||
Prosus | RSU | Naspers | PSU | MIH | MIH | |
RSU | (euro) | PSU | (euro) | Holdings | Internet | |
Shares | ||||||
Outstanding at 1 April | 28 251 | 2 135 060 | 265 672 | 269 298 | 28 250 | 1 930 686 |
Movements between Naspers and | ||||||
Prosus group companies | – | – | – | – | 122 | – |
Granted | – | 3 258 804 | 22 073 | 343 328 | – | – |
Exercised | (16 949) | (468 748) | (100 903) | – | (8 443) | (1 085 299) |
Forfeited | (3 247) | (488 712) | – | – | (532) | (30 122) |
Cancelled | – | (330 839) | – | – | – | – |
Outstanding at 31 March | 8 055 | 4 105 565 | 186 842 | 612 626 | 19 397 | 815 265 |
Available to be implemented | ||||||
by the trust at 31 March | – | – | – | – | 14 133 | 683 745 |
Weighted average exercise price | (SA rand) | (euro) | (SA rand) | (euro) | (SA rand) | (SA rand) |
Outstanding at 1 April | – | – | – | – | 2 860.16 | 1 921.39 |
Movements between Naspers and | ||||||
Prosus group companies | – | – | – | – | – | – |
Exercised | – | – | – | – | 1 947.87 | 1 293.49 |
Forfeited | – | – | – | – | 2 394.31 | 3 089.81 |
Cancelled | – | – | – | – | – | – |
Outstanding at 31 March | – | – | – | – | 2 284.60 | 2 714.09 |
Available to be implemented | ||||||
by the trust at 31 March | – | – | – | – | 2 883.20 | 2 656.84 |
Weighted average share price | ||||||
of options taken up during the year | (SA rand) | (euro) | (SA rand) | (euro) | (SA rand) | (SA rand) |
Shares | 16 949 | 468 748 | 100 903 | – | 8 443 | 1 085 299 |
Weighted average share price | 2 638.44 | 64.27 | 2 637.25 | – | 3 087.90 | 2 561.18 |
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 168
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
Movements in terms of the group’s significant share option and RSU plans are as follows:
| 31 March 2023 | ||||
Prosus | Movile | |||
RSU | Dante | Joint | ||
(JSE) | International | iFood | Scheme | |
Shares | ||||
Outstanding at 1 April | 29 045 | 62 621 | 100 788 | 771 665 |
Movements between Naspers and Prosus group companies | – | – | – | – |
Granted | 52 908 | 31 247 | 55 393 | – |
Exercised | (7 531) | (4 764) | (5 585) | (131 886) |
Forfeited | (1 863) | (1 559) | (10 331) | (117 565) |
Cancelled | – | – | (20 071) | (6 900) |
Outstanding at 31 March | 72 559 | 87 545 | 120 194 | 515 314 |
Available to be implemented by the trust at 31 March | – | 31 801 | 43 436 | 328 913 |
Weighted average exercise price | (SA rand) | (US$) | (BRL) | (BRL) |
Outstanding at 1 April | – | 1 235.66 | 6 891.64 | 242.13 |
Granted | – | 1 185.31 | 15 069.51 | – |
Exercised | – | 743.11 | 4 591.34 | 311.40 |
Forfeited | – | 1 414.05 | 8 379.36 | 132.38 |
Cancelled | – | – | 19 220.38 | 285.18 |
Outstanding at 31 March | – | 1 241.31 | 8 580.74 | 248.86 |
Available to be implemented by the trust at 31 March | – | 1 005.14 | 5 369.11 | 267.90 |
Weighted average share price | ||||
of options taken up during the year | (SA rand) | (US$) | (BRL) | (BRL) |
Shares | (7 531) | 4 764 | 5 585 | 131 886 |
Weighted average share price | 1 113.31 | 1 466.96 | 12 227.44 | 1 530.63 |
Movements in terms of the group’s significant share appreciation rights plans are as follows:
31 March 2024 | ||||||
Naspers | Naspers | MIH | ||||
MIH | Global | Global | Naspers | India | PayU | |
China | Classifieds | Ecommerce | Ventures | Food | Global | |
SARs | ||||||
Outstanding at 1 April | 502 807 | 19 505 891 | 10 989 645 | 3 983 711 | 767 217 | 720 293 |
Movements between Naspers and | ||||||
Prosus group companies | – | – | 31 497 | – | – | – |
Granted | 74 461 | 3 141 893 | 799 086 | 642 173 | 17 436 | – |
Exercised | (502) | (229 806) | (5 453 551) | (636 051) | – | (157 792) |
Forfeited | (1 208) | (12 825 188) | (241 395) | (26 724) | (42 004) | (120 890) |
Reinstatement | 291 | 338 362 | 36 758 | – | – | 10 756 |
Cancelled/expired | – | – | – | – | – | (1 836) |
Outstanding at 31 March | 575 849 | 9 931 152 | 6 162 040 | 3 963 109 | 742 649 | 442 531 |
Available to be implemented | ||||||
at 31 March | 316 748 | 4 582 240 | 3 839 866 | 314 987 | 657 472 | 267 236 |
Weighted average exercise price | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
Outstanding at 1 April | 157.90 | 8.33 | 30.12 | 15.39 | 15.11 | 147.03 |
Movements between Naspers and | ||||||
Prosus group companies | – | – | 30.12 | – | 15.11 | – |
Granted | 144.51 | 3.42 | 34.98 | 20.68 | 20.62 | – |
Exercised | 114.69 | 7.95 | 17.60 | 11.30 | – | 84.57 |
Forfeited | 207.30 | 8.55 | 51.41 | 7.65 | 11.66 | 83.35 |
Reinstatement | 225.82 | 6.60 | 49.22 | – | – | 104.17 |
Cancelled/expired | – | – | – | – | – | 39.10 |
Outstanding at 31 March | 156.14 | 6.45 | 41.38 | 16.96 | 15.44 | 91.35 |
Available to be implemented | ||||||
at 31 March | 158.01 | 8.54 | 37.52 | 8.78 | 14.49 | 93.93 |
Weighted average share price | ||||||
of SARs taken up during the year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
SARs | 502 | 229 806 | 5 453 551 | 636 051 | – | 157 792 |
Weighted average share price | 146.49 | 10.46 | 37.87 | 20.32 | – | 168.89 |
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 169
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
| 31 March 2023 | ||||||
Naspers | Naspers | |||||
MIH | Global | Global | Naspers | MIH | PayU | |
China | Classifieds | Ecommerce | Ventures | India Food | Global | |
SARs | ||||||
Outstanding at 1 April | 374 169 | 19 277 985 | 11 311 508 | 6 526 815 | 749 990 | 903 563 |
Granted | 130 590 | 13 850 566 | 1 017 872 | 505 790 | 18 363 | 155 915 |
Exercised | (60) | (436 439) | (1 128 082) | (2 482 665) | – | (264 010) |
Forfeited | (1 892) | (13 139 989) | (211 653) | (566 229) | (1 136) | (75 175) |
Cancelled | – | (46 232) | – | – | – | – |
Outstanding at 31 March | 502 807 | 19 505 891 | 10 989 645 | 3 983 711 | 767 217 | 720 293 |
Available to be implemented | ||||||
at 31 March | 261 947 | 8 133 190 | 8 203 303 | 182 057 | 581 325 | 269 651 |
Weighted average exercise price | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
Outstanding at 1 April | 169.56 | 9.90 | 29.73 | 11.04 | 14.48 | 160.71 |
Granted | 125.42 | 6.18 | 38.88 | 25.43 | 41.16 | 47.04 |
Exercised | 138.40 | 7.61 | 29.03 | 5.51 | – | 76.19 |
Forfeited | 221.39 | 8.40 | 52.22 | 17.49 | 113.77 | 162.10 |
Cancelled | – | 6.18 | – | – | – | – |
Outstanding at 31 March | 157.90 | 8.33 | 30.22 | 15.40 | 15.11 | 147.03 |
Available to be implemented | ||||||
at 31 March | 149.75 | 8.91 | 24.21 | 5.48 | 13.07 | 90.50 |
Weighted average share price | ||||||
of SARs taken up during the year | (US$) | (US$) | (US$) | (US$) | (US$) | (US$) |
SARs | 60 | 436 439 | 1 128 082 | 2 482 665 | – | 264 010 |
Weighted average share price | 161.53 | 9.33 | 51.26 | 23.53 | – | 164.73 |
Share option allocations outstanding and currently available to be implemented at 31 March 2024 by exercise price for the group’s
significant share incentive plans:
| Share options outstanding | Share options currently available | ||||
Weighted | |||||
Number | average | Weighted | Weighted | ||
outstanding | remaining | average | Exercisable | average | |
at 31 March | contractual | exercise | at 31 March | exercise | |
Exercise prices | 2024 | life (years) | price | 2024 | price |
iFood (BRL) | |||||
408.64 to 2233.05 | 4 233 | 2.85 | 1 198.85 | 4 233 | 1 198.85 |
3984.58 to 12321.91 | 82 412 | 5.42 | 8 029.06 | 43 044 | 6 312.40 |
15729.18 | 39 010 | 5.80 | 17 293.40 | 4 322 | 22 388.59 |
125 655 | 51 599 | ||||
Movile Joint Scheme (BRL) | |||||
80.1 to 117.31 | 74 894 | 5.91 | 113.34 | 58 154 | 11.02 |
149.71 to 285.18 | 63 001 | 3.11 | 195.06 | 59 251 | 153.85 |
307.38 to 497 | 150 891 | 4.87 | 457.98 | 150 891 | 457.98 |
288 786 | 268 296 | ||||
Dante International (US$) | |||||
319.02 to 678.53 | 3 005 | 2.73 | 592.32 | 3 005 | 592.32 |
829.21 to 1043.32 | 39 041 | 5.46 | 972.81 | 18 578 | 954.21 |
1527.98 to 1692.23 | 12 650 | 4.71 | 1 670.32 | 2 177 | 1 692.23 |
2343.84 | 8 392 | 7.65 | 2 343.84 | 4 051 | 2 343.84 |
63 088 | 27 811 | ||||
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 170
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
Share appreciation rights allocations outstanding and currently available to be implemented at 31 March 2024 by exercise price for the
group’s significant share incentive plans:
| SARs outstanding | SARs currently available | ||||
Weighted | |||||
Number | average | Weighted | Weighted | ||
outstanding | remaining | average | Exercisable | average | |
at 31 March | contractual | exercise | at 31 March | exercise | |
Exercise prices | 2024 | life (years) | price | 2024 | price |
MIH China (US$) | |||||
81.78 to 156.04 | 435 655 | 4.41 | 132.25 | 230 604 | 132.15 |
213.36 to 244.59 | 140 194 | 6.89 | 230.38 | 86 144 | 227.23 |
575 849 | 316 748 | ||||
Naspers Global Classifieds (US$) | |||||
3.42 to 7.64 | 6 427 332 | 4.80 | 4.88 | 1 220 699 | 6.43 |
8.5 to 12.29 | 3 503 820 | 5.24 | 9.33 | 3 361 541 | 9.31 |
9 931 152 | 4 582 240 | ||||
Naspers Global Ecommerce (US$) | |||||
15.58 to 27.25 | 279 305 | 2.48 | 22.04 | 279 305 | 22.04 |
27.3 to 33.57 | 1 216 257 | 4.18 | 32.10 | 1 100 935 | 32.01 |
33.78 to 36.7 | 1 962 446 | 5.17 | 35.27 | 799 118 | 26.36 |
36.76 to 47.81 | 1 528 599 | 5.81 | 42.20 | 1 096 590 | 41.08 |
55.25 to 67.1 | 1 175 433 | 7.32 | 64.71 | 563 918 | 64.81 |
6 162 040 | 3 839 866 | ||||
Naspers Ventures (US$) | |||||
5.06 to 10.06 | 1 052 618 | 11.61 | 8.55 | 281 775 | 7.57 |
17.02 to 25.45 | 2 910 491 | 13.14 | 20.00 | 33 212 | 18.97 |
3 963 109 | 314 987 | ||||
MIH India Food (US$) | |||||
6.07 to 19.41 | 688 433 | 5.06 | 14.58 | 642 971 | 14.24 |
20.16 to 41.16 | 54 216 | 5.87 | 26.33 | 14 501 | 25.78 |
742 649 | 657 472 | ||||
PayU Global (US$) | |||||
32.04 to 67.37 | 112 757 | 4.40 | 46.17 | 41 274 | 47.76 |
75.16 to 140.26 | 329 774 | 6.52 | 106.79 | 225 962 | 102.36 |
442 531 | 267 236 | ||||
Share option and RSU plan grants made during the year relating to the group’s significant plans:
31 March 2024 | |||
Prosus | Prosus | Prosus | |
RSU | RSU | PSU | |
(euro) | (SA rand) | (euro) | |
31 March 2024 | |||
Weighted average fair value at measurement date | 57.05 | 1 351.20 | 66.07 |
This weighted average fair value has been | |||
calculated using the Bermudan Binomial | |||
option pricing model, using the following | |||
inputs and assumptions: | |||
Weighted average share price | 57.05 | 1 351.20 | 66.07 |
Weighted average option life (years) | 10.01 | 10.01 | 3.17 |
Weighted average annual suboptimal rate (%) | 178 | 180 | 153 |
Weighted average vesting period (years) | 2.51 | – | 3.00 |
31 March 2023 | |||
Weighted average fair value at | 62.71 | 1 084 | 103.56 |
measurement date | |||
This weighted average fair value has been | |||
calculated using the Bermudan Binomial | |||
option pricing model, using the following | |||
inputs and assumptions: | |||
Weighted average share price | 62.71 | 1 084 | 103.56 |
Weighted average option life (years) | 10.00 | 10 | 3.17 |
Weighted average annual suboptimal rate (%) | 180 | 9 | 180 |
Weighted average vesting period (years) | 2.50 | 2.50 | 2.85 |
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 171
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
continued
37. Equity-compensation benefits
| 31 March 2024 |
|||||
Dante |
Movile |
||||
MIH |
MIH |
Inter- |
Joint |
||
Holdings |
Internet |
national |
iFood |
Scheme |
|
(SA rand) |
(SA rand) |
(US$) |
(BRL) |
(BRL) |
|
Weighted average fair value at measurement date |
857.62 |
8 707.17 |
– |
||
This weighted average fair value has been |
|||||
calculated using the Bermudan Binomial |
|||||
option pricing model, using the following |
|||||
inputs and assumptions: |
|||||
Weighted average share price |
1 620.61 |
15 729.18 |
– |
||
Weighted average exercise price |
1 620.61 |
15 729.18 |
– |
||
Weighted average expected volatility (%)* |
63.2 |
63.4 |
– |
||
Weighted average option life (years) |
6.0 |
6.0 |
– |
||
Weighted average risk-free interest rate (%) |
– |
– |
– |
||
(based on zero rate bond yield at perfect fit) |
4.2 |
7.4 |
– |
||
Weighted average annual suboptimal rate (%) |
180 |
180 |
– |
||
Weighted average vesting period (years) |
2.5 |
2.5 |
– |
||
31 March 2023 |
|||||
Weighted average fair value at |
1 167.99 |
– |
591.72 |
8 899.20 |
– |
measurement date |
|||||
This weighted average fair value has been |
|||||
calculated using the Bermudan Binomial |
|||||
option pricing model, using the following |
|||||
inputs and assumptions: |
|||||
Weighted average share price |
2 348.69 |
– |
1 185.31 |
15 729.18 |
– |
Weighted average exercise price |
2 348.69 |
– |
1 185.31 |
12 321.91 |
– |
Weighted average expected volatility (%)* |
47.0 |
– |
62.0 |
65.0 |
– |
Weighted average option life (years) |
10.0 |
– |
6.0 |
6.0 |
– |
Weighted average dividend yield (%) |
|||||
Weighted average risk-free interest rate (%) |
|||||
(based on zero rate bond yield at perfect fit) |
9.0 |
– |
4.0 |
7.4 |
– |
Weighted average annual suboptimal rate (%) |
180 |
– |
180 |
180 |
– |
Weighted average vesting period (years) |
2.5 |
– |
2.5 |
2.0 |
– |
*
The weighted average expected volatility of all share options listed above is determined using historical daily share prices.
Share appreciation rights plan grants made during the year relating to the group’s significant plans:
Naspers |
Naspers |
MIH |
PayU |
|||
MIH |
Global |
Global |
Naspers |
India |
Global |
|
China |
Classifieds |
Ecommerce |
Ventures |
Food |
B.V. |
|
(US$) |
(US$) |
(US$) |
(US$) |
(US$) |
(US$) |
|
31 March 2024 |
||||||
Weighted average fair value |
||||||
at remeasurement date |
63.17 |
1.54 |
16.91 |
10.37 |
10.88 |
– |
This weighted average fair value has been |
||||||
calculated using the Bermudan Binomial |
||||||
option pricing model, using the following |
||||||
inputs and assumptions: |
||||||
Weighted average share price |
144.51 |
3.42 |
34.98 |
20.68 |
20.62 |
– |
Weighted average exercise price |
144.51 |
3.42 |
34.98 |
20.68 |
20.62 |
– |
Weighted average expected volatility (%)* |
46.0 |
48.1 |
53.6 |
37.1 |
62.8 |
– |
Weighted average option life (years) |
6.0 |
6.0 |
6.0 |
15.0 |
6.0 |
– |
Weighted average risk-free interest rate (%) |
||||||
(based on zero rate bond yield at perfect fit) |
4.1 |
4.3 |
4.1 |
4.3 |
4.2 |
– |
Weighted average annual suboptimal rate (%) |
180.0 |
180.0 |
180.0 |
180.0 |
180.0 |
– |
Weighted average vesting period (years) |
2.5 |
2.5 |
2.5 |
3.5 |
2.5 |
– |
Share price at measurement date |
129.9 |
4.4 |
34.5 |
20.5 |
29.9 |
– |
31 March 2023 |
||||||
Weighted average fair value |
||||||
at re-measurement date |
83.75 |
1.03 |
14.76 |
10.76 |
6.95 |
10.19 |
This weighted average fair value has been |
||||||
calculated using the Bermudan Binomial |
||||||
option pricing model, using the following |
||||||
inputs and assumptions: |
||||||
Weighted average share price |
165.39 |
3.42 |
34.20 |
23.71 |
20.00 |
32.38 |
Weighted average exercise price |
125.42 |
6.18 |
38.83 |
25.43 |
41.00 |
46.92 |
Weighted average expected volatility (%)* |
46.0 |
52.0 |
55.0 |
35.0 |
65.0 |
45.0 |
Weighted average option life (years) |
6.0 |
6.0 |
6.0 |
15.0 |
6.0 |
6.00 |
Weighted average risk-free interest rate (%) |
||||||
(based on zero rate bond yield at perfect fit) |
3.6 |
3.6 |
3.6 |
3.5 |
3.6 |
3.6 |
Weighted average annual suboptimal rate (%) |
180.0 |
180.0 |
180.0 |
180.0 |
180.0 |
180.0 |
Weighted average vesting period (years) |
4.9 |
2.6 |
2.1 |
3.5 |
2.5 |
2.50 |
Share price at measurement date |
165.4 |
3.4 |
34.2 |
23.7 |
20.0 |
32.4 |
*
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Financial statements
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5 / 172
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other assets and liabilities
Provisions are obligations of the group where the timing or amount (or both) of the obligation is uncertain.
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made.
The group recognises a provision relating to its estimated exposure on all products at the consolidated statement of financial
position date. A provision for onerous contracts is established when the expected benefits to be derived under a contract are
less than the unavoidable costs of fulfilling the contract.
Reorganisation provisions are recognised in the period in which the group becomes legally or constructively committed
to a formal restructuring plan.
A provision for restructuring costs is recognised when the group has a detailed formal plan for the restructuring and has
raised a valid expectation to those affected that it will implement and carry out the restructuring.
Provisions are reviewed at each statement of financial position date and adjusted to reflect the current best estimate. Where
the effect of the time value of money is material, the amount of a provision is determined by discounting the anticipated
future cash flows expected to be required to settle the obligation at a pre-tax 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
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Pending litigation |
22 |
12 |
Reorganisation and restructuring |
23 |
23 |
Long-service and retirement gratuity |
5 |
3 |
Other |
17 |
10 |
Total provisions |
67 |
48 |
Less: Non-current portion of provisions |
(4) |
(3) |
Current portion of provisions |
63 |
45 |
The group is currently involved in various litigation matters. The litigation provision has been estimated based on management
assessment on likelihood of requirements on legal counsel and management’s estimates of costs and possible claims relating
to these after taking appropriate legal advice.
The reorganisation and restructuring provision relates to the restructuring costs of certain of our operations. The long service and
retirement gratuity provision relates to the estimated cost of these employee benefits. Furthermore, included in other provisions are
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Deferred income 1 |
178 |
109 |
Accrued expenses 2 |
172 |
229 |
Taxes and other statutory liabilities |
177 |
95 |
Bonus accrual |
116 |
109 |
Accrual for leave |
24 |
28 |
Other personnel accruals |
50 |
46 |
Payments received in advance |
69 |
81 |
Payables from reverse factoring arrangements 2 |
90 |
100 |
Merchant payable 2 |
834 |
871 |
Other 3 |
53 |
52 |
1 763 |
1 720 |
|
1
Relates to revenue received in advance from contracts with customers. Refer to note 13 for movements in deferred income balances.
2 These items are classified as financial liabilities.
Accounting policy
The group uses derivative financial instruments (derivatives) and the group’s bonds to reduce exposure to fluctuations
in foreign currency exchange rates and interest rates. Derivative instruments mainly comprise forward exchange contracts and
interest rate (including cross-currency) swap agreements. Forward exchange contracts protect the group from movements
in exchange rates by fixing the rate at which a foreign currency asset or liability will be settled. Cross-currency interest rate
swap agreements protected the group from movements in foreign exchange risk on a net investment in a foreign operation.
The group documents, at inception of hedging transactions, the relationship between hedging instruments and hedged items,
as well as its risk management objective and strategy for undertaking various hedging transactions. The group also documents
its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives used in hedging transactions are
expected to be and have been highly effective in offsetting changes in fair values or cash flows of hedged items. Hedging
instruments are included in ‘Derivative financial instruments’ and ‘Long-term liabilities’ in the consolidated statement of financial
position. The group designates derivatives and the group’s bonds as hedging instruments either in their entirety or elements
thereof, as appropriate. The fair values of derivatives used for hedging purposes are disclosed in note 40 below.
The method of recognising the resulting gain or loss arising from the remeasurement of derivatives used for hedging
is dependent on the nature of the item being hedged. The group designates a derivative as either a hedge of the fair value
of a recognised asset, liability or firm commitment (fair value hedge), or a hedge of a forecast transaction or of the foreign
currency risk of a firm commitment (cash flow hedge). The group also designates certain derivatives as hedges of the group’s
net investments in its foreign operations (net investment hedge).
Fair value hedges
When a derivative is designated as a fair value hedge, changes in the fair value of the derivative are recorded in the consolidated
income statement, along with changes in the fair value of the hedged asset or liability that is attributable to the hedged risk.
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5 / 173
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
Hedging
continued
Accounting policy
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of the change in the fair value of the
derivative is recognised in other comprehensive income and accumulated in the hedging reserve. The ineffective portion
of the change in the fair value of the derivative is recognised in the consolidated income statement.
When the hedged forecast transaction or firm commitment subsequently results in the recognition of a non-financial item such
as inventory, the amount accumulated in the hedging reserve is included directly in the initial cost of the non-financial item
when it is recognised. For all other hedged forecast transactions, the amount accumulated in the hedging reserve
is reclassified to the consolidated income statement in the same period during which the hedged expected future cash flow
affects the consolidated income statement.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, then
hedge accounting is discontinued prospectively. The amount accumulated in the hedging reserve at that time remains
in equity until, for a hedge resulting in the recognition of a non-financial item, it is included in the initial cost on initial
recognition or, for other cash flow hedges, it is reclassified to the consolidated income statement in the same period as the
expected cash flows affect the consolidated income statement.
When a committed or forecast transaction is no longer expected to occur, the amounts accumulated in the hedging reserve
are reclassified to the consolidated income statement.
Net investment hedges
When a derivative is designated as a hedging instrument in a hedge of the group’s net investment in a foreign operation,
the effective portion of the change in fair value of the hedging instrument is recognised in other comprehensive income and
presented in the foreign currency translation reserve within equity. The ineffective portion of the change in fair value of the
derivative or group’s bonds is recognised in the consolidated income statement. The amount accumulated in the foreign
currency translation reserve is reclassified to the consolidated income statement on disposal of the relevant foreign operation.
Certain derivative transactions, while providing effective economic hedges under the group’s risk management policies,
do not qualify for hedge accounting. Changes in the fair value of derivatives that do not qualify for hedge accounting are
Financial risk management
Financial risk factors
The group’s activities expose it to a variety of financial risks such as market risk (including currency risk, fair value interest rate risk, cash
flow interest rate risk and price risk), credit risk and liquidity risk. These include the effects of changes in debt and equity markets, foreign
currency exchange rates and interest rates. The group’s overall risk management programme seeks to minimise the potential adverse
effects of financial risks on its financial performance. The group uses derivative financial instruments, such as forward exchange contracts
and interest rate swaps, to hedge certain risk exposures.
Risk management is carried out by management under policies approved by the board of directors and its risk management committee.
Management identifies, evaluates and, where appropriate, hedges financial risks. The various boards of directors within the group
provide written policies, in line with the overall group policies, covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk, the use of derivative financial instruments and the investment of excess liquidity.
The group operates internationally and is exposed to foreign exchange risk. A substantial portion of the group’s revenue and expenses
is denominated in the currencies of the countries in which it operates.
Where the group’s revenue is denominated in local currency, depreciation of the local currency against the US dollar adversely affects
the group’s earnings and its ability to meet cash obligations. Some entities in the group use forward exchange contracts to hedge their
exposure to foreign currency risk in connection with their obligations. Management may hedge the net position in the major foreign
currencies by using forward exchange contracts. However, in many territories, forward cover is not available and accordingly, such
exposures are not hedged. The group also uses forward exchange contracts to hedge foreign currency exposure generally taken for
forecast transactions and/or firm commitments in foreign currency for up to one year.
The group classifies its forward exchange contracts relating to forecast transactions and firm commitments as either cash flow or fair
value hedges and measures them at fair value.
In certain instances, the group will hedge its foreign currency risks associated with certain of its net investments in foreign operations.
The group will determine which investments to hedge based on the foreign currency risk arising on translation of its foreign operations.
Following the acquisition of the group’s interest in Delivery Hero SE during the 2018 financial year, the group elected to hedge the foreign
exchange risk resulting from the difference between the functional currency of Delivery Hero (euro) and the currency of the funding
incurred to acquire the investment (US$). The group therefore entered into a cross-currency interest rate swap, and in order to best reflect
the result of this risk management strategy, designated it as a hedge of its net investment in Delivery Hero.
As the investment in Delivery Hero SE is translated at the spot rate, the group has designated only the spot exchange rate element of the
cross-currency interest rate swap as forming part of the hedging relationship.
In July 2021 the group issued US$1.85bn 3.061% notes due in 2031, €1.0bn 1.288% notes due in 2029 and €850m 1.985% notes due
in 2033 (the bonds). The purpose of the offerings was to raise proceeds for general corporate purposes, including debt refinancing,
which took the form of a tender offer made in relation to its bonds maturing in 2025 and 2027. Part of the notes due in 2025 was linked
to a cross-currency interest rate swap. Due to the part settlement of the 2025 bond notes, the group partly settled the cross-currency
interest rate swap (the swap) related to the portion of the bond notes that were settled. The group therefore discontinued the hedge for
the portion of the swap that was settled. The group continued the hedge relationship for the remaining portion of the swap as the hedge
of the net investment in Delivery Hero. The repayment of the swap amounted to US$20m in July 2021, representing the fair value of the
portion settled at that date.
In April 2022 the group designated €2.0bn of the euro bonds as a hedge of the net investment in Delivery Hero SE along with the cross-
currency interest swap discussed above. In March 2023, the group fully settled the cross-currency interest swap resulting in the cash
receipt of US$13m. Subsequent to the settlement the group designated an additional €200m of the euro bond as a hedge of the net
investment in Delivery Hero SE. As at 31 March 2023, €2.2bn of the euro bonds were designated as a hedge of the net investment
in Delivery Hero SE. The additional investment in Delivery Hero in the 2022 and 2023 financial year was funded by the euro bonds
therefore this hedge designation creates as a natural offset of the foreign currency exposure of the investment and the bond liability.
The group designated only the spot exchange rate element of the euro bonds in the hedging relationship.
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5 / 174
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
40.
Financial risk management
continued
40.1 Foreign exchange risk
The hedge ratio remained 1:1 and the risk strategy for this hedge relationship remained unchanged. The accumulated amount
recognised for this hedge relationship in the foreign currency translation reserve was not reclassified following this partial settlement.
The amount will only be reclassified if the investment in Delivery Hero is disposed.
Cumulative gains of US$35m (2023: gains of US$35m) have been recognised in the foreign currency translation reserve relating to the
net investment hedge since the inception of the hedging relationship. The decrease in the carrying value of the net investment in Delivery
Hero used to determine hedge ineffectiveness for the period is US$1.0bn (2023: increase in carrying value of US$1.5bn).
During the current year, the hedge of this net investment was ineffective. The impairment of the investment decreased its carrying value
and the currency mix of its underlying portfolio reduced the euro exposure from this investment. Accordingly, the hedge effectiveness
of the foreign currency exposure of the euro bond and the carrying value of the investment fell below the acceptable range. Total losses
of US$10m were recognised on the euro bonds designated as a hedge. Losses of US$67m were recognised in the foreign currency
reserve related to the carrying value of the investment. Accordingly, no losses on the euro bonds designated as a hedge were
recognised in the foreign currency translation reserve.
During the prior year, total gains of US$55m were recognised on the cross-currency interest rate swap prior to settlement and the euro
bonds designated as a hedge. Gains of US$50m for the year have been recognised in the foreign currency translation reserve relating
to the net investment hedge (and comprise the fair value movements used as a basis for recognising hedge effectiveness). Gains
of US$5m were recognised as part of ‘Other finance (costs)/income – net’ in the consolidated income statement. This is the element
of the cross-currency interest rate swap prior to settlement and the portion of the euro bonds not designated as part of the hedging
relationship. Ineffectiveness may arise from credit risk on the cross-currency interest rate swap and the euro bonds. Ineffectiveness
is negligible as all critical terms on the hedging instrument and hedged item match.
The group does not apply hedge accounting with respect to any of its forward exchange contracts outstanding as at 31 March 2024.
Where the group has surplus funds offshore, the treasury policy is to spread the funds between more than one currency to limit the effect
of foreign exchange rate fluctuations and to generate the highest possible interest income. As at 31 March 2024, the group had a net
cash balance including short-term cash investments of US$16.0bn (2023: US$16.3bn). These funds are largely denominated in US dollar
which is also the functional currency of the relevant group subsidiary in which the cash is held. However, there are certain money market
investments held in euros by entities with US dollar functional currencies which do give rise to foreign currency risk.
Foreign currency sensitivity analysis
The group’s presentation currency is the US dollar, but as it operates internationally, it is exposed to a number of currencies, of which the
exposure to the US dollar, euro, Indian rupee, Brazil real, Romanian lei, Turkish lira and Polish zloty are the most significant. The group
is also exposed to the British pound, Chinese yuan renminbi and South African rand albeit to a lesser extent. For purposes of the below
analysis, financial instruments are only considered sensitive to foreign exchange rates when they are not denominated in the functional
currency of the group entity holding the relevant financial instrument.
The sensitivity analysis details the group’s sensitivity to a 10% increase of the US dollar against the Indian rupee, South African rand, euro
and the Romanian lei (2023: 10% increase on aforementioned currencies) and a 10% increase of the US dollar against the Brazilian real,
Turkish lira and Polish zloty (2023: 20% increase of the US dollar against forementioned currencies). These movements would result
in a US$444m increase in net profit after tax for the year (2023: US$464m increase). Other equity would decrease by US$20m
(2023: US$78m decrease).
This analysis includes only outstanding foreign currency denominated monetary assets and liabilities (ie those monetary assets and
liabilities denominated in a currency that differs from the relevant group company’s functional currency) and adjusts their translation
at the period-end for the above percentage changes in foreign currency rates. The sensitivity analysis includes external loans, as well
as loans to foreign operations within the group, but excludes translation differences due to translating from functional currency
to presentation currency. The analysis has been adjusted for the effect of hedge accounting.
Foreign exchange rates
The exchange rates used by the group to translate foreign entities’ income statements, statements of comprehensive income and
statements of financial position are as follows:
31 March 2024 |
31 March 2023 |
|||
Average |
Closing |
Average |
Closing |
|
rate |
rate |
rate |
rate |
|
Currency (1FC = US$) |
||||
South African rand (ZAR) |
0.0533 |
0.0528 |
0.0583 |
0.0562 |
Euro (EUR) |
1.0827 |
1.0794 |
1.0415 |
1.0841 |
Chinese yuan renminbi (RMB) |
0.1393 |
0.1385 |
0.1453 |
0.1456 |
Brazilian real (BRL) |
0.2024 |
0.1994 |
0.1943 |
0.1975 |
Indian rupee (INR) |
0.0121 |
0.0120 |
0.0124 |
0.0122 |
Polish zloty (PLN) |
0.2445 |
0.2514 |
0.2213 |
0.2317 |
Romania lei (RON) |
0.2183 |
0.2172 |
0.2114 |
0.2191 |
Turkish lira (YTL) |
0.0366 |
0.0308 |
0.0557 |
0.0521 |
British pound sterling (GBP) |
1.2568 |
1.2623 |
1.2036 |
1.2335 |
The average rates listed above are only approximate average rates. The group measures separately the transactions of each of its
material operations, using the particular currency of the primary economic environment in which the operation conducts its business,
translated at the prevailing exchange rate on the transaction date.
The below table details the group’s unhedged liabilities that are denominated in a currency other than the functional currency of the
settling entity:
31 March 2024 |
31 March 2023 |
|||
Currency |
Currency |
|||
amount of |
amount of |
|||
liabilities |
US$’m |
liabilities |
US$’m |
|
Uncovered liabilities |
||||
Euro |
5 319 |
5 742 |
5 333 |
5 782 |
South African rand |
2 |
– |
7 |
– |
British pound |
1 |
1 |
1 |
1 |
Other |
– |
2 |
– |
6 |
The following table details the group’s derivative financial instruments:
31 March 2024 |
31 March 2023 |
|||
Assets |
Liabilities |
Assets |
Liabilities |
|
US$’m |
US$’m |
US$’m |
US$’m |
|
Current portion |
||||
Forward exchange contracts |
– |
1 |
5 |
2 |
– |
1 |
5 |
2 |
|
The group’s forward exchange contracts are subject to master netting arrangements that allow for offsetting of asset and liability
positions with the same counterparty in the event of default. None of the group’s forward exchange contracts have been offset in the
consolidated statement of financial position. At 31 March 2024 and 2023 there were no contracts that could be offset under the master
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Financial statements
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5 / 175
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
40.
Financial risk management
The group is exposed to credit risk relating to the following financial assets measured at amortised cost:
Trade receivables and accrued income balances
Trade receivables relates to amounts due from customers for goods sold or services rendered in the ordinary course of business.
The group has a diversified customer base across various geographical areas. Various credit checks are performed on new debtors
to determine the quality of their credit history. These checks are also performed on existing debtors with long-overdue accounts.
Furthermore, current debtors are monitored to ensure they do not exceed their credit limits.
The group’s trade receivables arise mainly in its Payments and Fintech, Classifieds and Food Delivery segments. Average payment terms
vary considerably between the group’s businesses, given the diverse nature of their operations. Average payment terms, however,
generally do not exceed 60 days from date of invoice.
Accrued income balances relate to unbilled revenue that has been earned and have substantially similar risk characteristics as trade
receivables. Accrued income balances arise mainly in the group’s Classifieds and Payments and Fintech segments and are included
within ‘Other receivables’ in the consolidated statement of financial position.
The group applies the simplified approach mandated by IFRS 9
Financial Instruments
when measuring impairment loss allowances
related to trade receivables and accrued income balances. Accordingly, the group’s impairment allowances on these financial assets
equal, at all times, the credit losses expected to arise over the lifetime of these financial assets.
In measuring credit losses expected to arise over the lifetime of trade receivables and accrued income balances, the financial assets
are grouped according to their shared credit characteristics and ageing profile.
The quantification of credit losses expected to arise over the lifetime of trade receivables and accrued income balances is based on
(i) the group’s actual observed historical loss experience/rates within each business and (ii) reasonable and supportable forward-looking
information that is considered predictive of future credit losses within each business.
The historical loss experience/rates that are taken into account when determining impairment allowances is determined with reference
to representative sales periods within each business (typically not shorter than 12 months) and the credit losses incurred over that period.
Forward-looking information considered in measuring lifetime expected credit losses include macroeconomic factors, with the most
significant factors considered being inflation and unemployment rate increases as these are considered to most significantly affect the
future ability of the group’s customers to settle their accounts as they fall due for payment. All forward-looking information considered
is specific to the economy that most significantly affects the underlying customer’s ability to repay the relevant amount due. Due to the
group’s diverse operations, the forward-looking information considered, and the values assigned to forward-looking information when
calculating impairment allowances vary by business type and country in which the customer is located.
As at 31 March 2024, an impairment allowance (net of reversals) of US$6m (2023: US$8m) has been recognised with respect to trade
receivables and accrued income balances.
Financing receivables
Financing receivables are amounts due from customers for financing provided for goods sold and other credit offerings. The group’s
financing receivables arise mainly in its Payments and Fintech, Food Delivery and Etail segments. The measurement of the expected
credit loss allowance on these financing receivables is based on the general expected credit loss model. The assessment considers
whether there has been a significant increase in credit risk. The receivables are analysed based on their ageing and the expected credit
loss rate applied to the receivables is based on historical loss rates adjusted to incorporate forward-looking information such as inflation
and unemployment rates. Various credit checks are performed on new debtors to determine the quality of their credit history. These
checks are also performed on existing debtors with long-overdue accounts. Furthermore, current debtors are monitored to ensure they
do not exceed their credit limits. The majority of the financing receivables are current, and there has been no significant increase
in credit risk for these financing receivables since initial recognition. Consequently, the impairment loss allowance is based on a 12-month
expected credit loss model.
As at 31 March 2024, an impairment allowance (net of reversals) of US$12m (2023: US$33m) has been recognised with respect
to financing receivables.
Related party loans and receivables
Related party loans and receivables consist primarily of balances with a number of entities under the common control of Naspers, the
group’s ultimate controlling parent, as well as with certain associates and joint ventures of the group. The measurement of the impairment
loss allowance on these loans and receivables is based on the assessment of whether there has been a significant increase in credit
risk. Management has assessed that the credit risk of these loans and receivables is based on the creditworthiness of the borrowers and
their ability to repay the amounts owing. There has been no significant increase in the credit risk of the borrowers during the current and
prior financial year. Consequently, the impairment loss allowance is based on a 12-month expected credit loss model. As the amounts
owing are due by group companies, the impairment assessment takes into account the default of the Naspers group on external debt
(being the ultimate holding company able to repay debt on behalf of group companies), the credit rating/probability of default of equity-
accounted investments and letters of support by Naspers group companies. The assessment also reviews actual performance against
budgets and forecasts of group companies. Budget forecasts consider the businesses of these group companies and equity-accounted
investments remaining operational. In addition, these related parties have sufficient liquid assets and will therefore be able to settle their
debt. As at 31 March 2024 and 2023, impairment allowances on related party loans and receivables were not material.
Group overview
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Financial statements
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5 / 176
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
40.
Financial risk management
continued
40.2 Credit risk
Other receivables
Credit risk related to other receivables arises mainly from accrued income balances, merchant and bank receivables, and disposal
proceeds receivable.
Accrued income
The credit risk profile and impairment methodology applied to accrued income balances that are included within ‘Other receivables’
in the consolidated statement of financial position is outlined above.
Merchant and bank receivables
Merchant and bank receivables balances relate to transactions, primarily in the group’s Payments and Fintech and Food Delivery segments,
where the group facilitates the payment process between the end consumer and the provider of goods and services (ie the merchant).
Impairment allowances are established on merchant and bank receivables by considering the group’s historical loss experience/rates
as well as forward-looking information. The group also considers whether the underlying counterparty is a new or recurring customer.
The credit risk inherent in merchant and bank receivables is also reduced by the group’s right to offset amounts receivable from
counterparties against the corresponding amounts payable to banks and other merchants (refer to note 39) in the event of default.
An average payment term of 30 days generally applies to merchant and bank receivables. Merchant receivables are generally
recovered in the month subsequent to the financial year-end, as a result, impairment allowances are not significant.
As at 31 March 2024, an impairment allowance of US$3m (2023: US$4m) has been recognised with respect to merchant and bank receivables.
Disposal proceeds receivable
Disposal proceeds receivable relate to amounts held in escrow following disposals of group businesses to external parties. These
amounts are generally held in escrow by the relevant purchaser as security for the group’s warranty and indemnity obligations in terms
of disposal agreements.
The group assesses, on a continuing basis, whether a significant increase in credit risk has taken place with respect to the relevant underlying
counterparty. At 31 March 2024 and 31 March 2023, impairment allowances related to disposal proceeds receivable were not significant.
Loan receivables
Loan receivables are amounts owing to various third parties of the group including external service providers. The group assesses,
on a continuing basis, whether a significant increase in credit risk has taken place with respect to the relevant underlying counterparty.
At 31 March 2024, impairment allowances related to loan receivables amounted to US$nil (31 March 2023: US$nil).
value through profit and loss
The group is exposed to certain concentrations of credit risk relating to its cash and cash equivalents, short-term investments, derivative
assets and investments at fair value through profit or loss. There are no significant concentrations of credit risk relating to derivative
financial assets. The group places these instruments mainly with major banking groups and high-quality institutions that have high credit
ratings. The group’s treasury policy is designed to limit exposure to any one institution and to invest excess cash in low-risk investment
accounts. As at 31 March 2024, the group held the majority of its cash and cash equivalents, short-term investments and derivative assets
with local and international banks with a ‘Baa1’ credit rating or higher. The majority of the group’s short-term investments are placed with
international banks with an ‘A1’ credit rating (Moody’s International’s long-term deposit rating). The credit standings of counterparties that
Total impairment losses (net of reversals) recorded on financial assets measured at amortised cost amounted to US$17m as at
31 March 2024 (2023: US$37m). The assessment includes all reasonable and supportable information about the likelihood that
counterparties would breach their agreed payment terms and any deterioration of their credit ratings. Where relevant, additional
Prudent liquidity risk management implies, among other aspects, maintaining sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The facilities expiring
within one year are subject to renewal at various dates during the next year. The group had the following unutilised banking facilities
as at 31 March 2024 and 2023:
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
On call |
360 |
123 |
Expiring within one year |
37 |
160 |
Expiring beyond one year |
2 500 |
2 516 |
2 897 |
2 799 |
|
The following analysis details the remaining contractual maturity of the group’s non-derivative liabilities and derivative financial assets
and liabilities. The analysis is based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group
can be required to settle the liability. The analysis includes both interest and principal cash flows.
| 31 March 2024 |
|||||
Carrying |
Contractual |
0 – 12 |
1 – 5 |
||
value |
cash flows |
months |
years |
5 years + |
|
US$’m |
US$’m |
US$’m |
US$’m |
US$’m |
|
Non-derivative financial liabilities |
|||||
Interest-bearing: Capitalised lease liabilities |
(171) |
(187) |
(50) |
(120) |
(17) |
Interest-bearing: Loans and other liabilities |
(16 036) |
(22 464) |
(797) |
(5 400) |
(16 267) |
Non-interest-bearing: Loans and other liabilities |
(4) |
(4) |
– |
(4) |
– |
Other current and non-current liabilities |
(688) |
(688) |
(688) |
– |
– |
Trade payables |
(365) |
(365) |
(365) |
– |
– |
Accrued expenses |
(1 138) |
(1 138) |
(1 138) |
– |
– |
Related party loans and payables |
(12) |
(12) |
(10) |
(2) |
– |
Bank overdrafts |
(15) |
(15) |
(15) |
– |
– |
Trade payables classified as held for sale |
(26) |
(26) |
(26) |
– |
– |
Accrued expenses classified as held for sale |
(661) |
(661) |
(661) |
– |
– |
Derivative financial assets/(liabilities) |
|||||
Forward exchange contracts – inflow |
– |
27 |
27 |
– |
– |
Forward exchange contracts – outflow |
(1) |
(28) |
(28) |
– |
– |
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 177
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
40.
Financial risk management
continued
40.3 Liquidity risk
| 31 March 2023 |
|||||
Carrying |
Contractual |
0 – 12 |
1 – 5 |
||
value |
cash flows |
months |
years |
5 years + |
|
US$’m |
US$’m |
US$’m |
US$’m |
US$’m |
|
Non-derivative financial liabilities |
|||||
Interest-bearing: Capitalised finance leases |
(204) |
(223) |
(58) |
(136) |
(29) |
Interest-bearing: Loans and other liabilities |
(15 921) |
(22 803) |
(757) |
(4 460) |
(17 586) |
Non-interest-bearing: Loans and other liabilities |
(110) |
(110) |
(82) |
(28) |
– |
Other current liabilities and non-current liabilities |
(889) |
(899) |
(773) |
(126) |
– |
Trade payables |
(356) |
(356) |
(356) |
– |
– |
Accrued expenses |
(1 243) |
(1 243) |
(1 243) |
– |
– |
Related party loans and payables |
(8) |
(8) |
(6) |
(2) |
– |
Bank overdrafts |
(28) |
(28) |
(28) |
– |
– |
Trade payables classified as held for sale |
(165) |
(165) |
(165) |
– |
– |
Accrued expenses classified as held for sale |
(66) |
(66) |
(66) |
– |
– |
Derivative financial assets/(liabilities) |
|||||
Forward exchange contracts – inflow |
5 |
215 |
215 |
– |
– |
Forward exchange contracts – outflow |
(2) |
(213) |
(213) |
– |
– |
As part of the process of managing the group’s fixed and floating borrowings mix, the interest rate characteristics of new borrowings and
the refinancing of existing borrowings are positioned according to expected movements in interest rates. Where appropriate, the group
uses derivative financial instruments, such as interest rate swap agreements, purely for hedging purposes. The fair value of these
instruments will not change significantly as a result of changes in interest rates due to their short-term nature and floating interest rates.
Refer to note 30 for the interest rate profiles and repayment terms of long-term liabilities as at 31 March 2024 and 2023.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative
instruments at the statement of financial position date (after taking into account the effect of hedge accounting) and the stipulated change
taking place at the beginning of the next financial year and held constant throughout the reporting period in the case of instruments that
have floating rates. The group is mainly exposed to interest rate fluctuations of the South African, American, European, Brazilian and
London Interbank Average Rates. Management’s best estimate of the possible change in these interest rates is an increase of 200 basis
points (2023: 100 basis points) for American and European Interbank Average Rate, an increase of 300 basis points (2023: 300 basis
points) for the Brazilian Interbank Average Rate and an increase of 200 basis points for the Johannesburg Interbank Average Rate.
If interest rates changed as stipulated above and all other variables were held constant, specifically foreign exchange rates, the group’s net
profit after tax and total equity for the year ended 31 March 2024 would increase by US$286m (2023: decrease on net profit (and equity)
by US$37m).
40.5 Price risk
Price risk sensitivity analysis
The group has various listed investments measured at fair value through other comprehensive income. The group’s sensitivity to a 10%
decrease in the share price of these investments will result in a US$481m decrease in other comprehensive income (2023: US$604m).
Fair value of financial instruments
The carrying values, net gains and losses recognised in profit or loss, total interest income, total interest expense and impairment per
class of financial instrument are as follows:
31 March 2024 |
||||
Net |
||||
gains/ |
||||
(losses) |
||||
recognised |
Total |
|||
Carrying |
in profit |
interest |
||
value |
or loss |
income Impairment |
||
US$’m |
US$’m |
US$’m |
US$’m |
|
Assets |
||||
Other investments |
5 718 |
– |
– |
– |
Financial assets at fair value through profit or loss |
48 |
– |
– |
– |
Financial assets at fair value through other comprehensive income 2 |
5 645 |
– |
– |
– |
Other loans and investments 3 |
25 |
– |
– |
– |
Receivables and loans 3 |
2 207 |
1 |
23 |
(17) |
Trade receivables |
278 |
(2) |
1 |
(6) |
Financing receivables |
557 |
– |
– |
(12) |
Other receivables |
786 |
2 |
2 |
3 |
Trade and other receivables classified as held for sale |
311 |
– |
– |
(2) |
Related party receivables |
275 |
1 |
20 |
– |
Derivative financial instruments 1 |
– |
– |
– |
– |
Forward exchange contracts |
– |
– |
– |
– |
Cross-currency interest rate swap |
– |
– |
– |
– |
Derivatives contained in lease agreements |
– |
– |
– |
– |
Short-term investments 3 |
13 834 |
(6) |
826 |
– |
Cash and cash equivalents classified as held for sale |
428 |
– |
– |
– |
Cash and cash equivalents 3 |
2 175 |
(1) |
63 |
– |
Total |
24 362 |
(6) |
912 |
(17) |
1 Measured at fair value through profit or loss.
2
During the year losses of US$1.7bn (2023: US$158m) was recognised in other comprehensive income with respect to the group’s financial assets at fair value through other comprehensive income.
3 Measured at amortised cost.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 178
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
41.
Fair value of financial instruments
31 March 2024 | |||
Net | |||
gains/ | |||
(losses) | |||
recognised | Total | ||
Carrying | in profit | interest | |
value | or loss | expense | |
US$’m | US$’m | US$’m | |
Liabilities | |||
Long-term liabilities 1 | 15 751 | 24 | 373 |
Interest-bearing: Capitalised lease liabilities | 126 | – | 3 |
Interest-bearing: Loans and other liabilities | 15 609 | 24 | 370 |
Non-interest-bearing: Loans and other liabilities | 4 | – | – |
Long-term liabilities classified as held for sale | 10 | – | – |
Related party loans and payables | 2 | – | – |
Short-term payables and loans 1 | 3 360 | 9 | 178 |
Interest-bearing: Capitalised lease liabilities | 45 | 1 | 3 |
Interest-bearing: Loans and other liabilities | 427 | 1 | 138 |
Trade payables | 365 | – | 1 |
Trade payables classified as held for sale | 26 | – | – |
Other current liabilities 2 | 688 | 3 | – |
Accrued expenses | 1 138 | (3) | 36 |
Accrued expenses classified as held for sale | 661 | – | – |
Related party loans and payables | 10 | 3 | – |
Foreign currency intergroup payables | – | 4 | – |
Derivative financial instruments 3 | 1 | 2 | – |
Forward exchange contracts | 1 | 2 | – |
Bank overdrafts 1 | 15 | – | 6 |
Total | 19 127 | 35 | 557 |
1
Measured at amortised cost, except for earn-out obligations included in non-interest-bearing loans and other liabilities.
2 Includes written put option liabilities. Refer to note 31.
3 Measured at fair value through profit or loss.
The carrying values of all financial instruments, apart from those disclosed below, are considered to be a reasonable approximation
of their fair values. The carrying values of these financial instruments are considered to be a reasonable approximation of the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
The fair value of the group’s publicly traded bonds are detailed below:
Carrying | Fair | ||||
value | value | Level 1 | Level 2 | Level 3 | |
Financial liabilities | US$’m | US$’m | US$’m | US$’m | US$’m |
31 March 2024 | |||||
Publicly traded bonds 1 | 15 361 | 12 448 | – | 12 448 | – |
31 March 2023 | |||||
Publicly traded bonds 1 | 15 377 | 12 009 | – | 12 009 | – |
1
Refer to note 30 for further details on the publicly traded bonds.
The fair values of the publicly traded bonds have been determined with reference to the listed prices of the instruments as at the end
of the reporting period. The fair value of the publicly traded bonds are level 2 financial instruments. The publicly traded bonds are listed
on the Irish Stock Exchange (Euronext Dublin).
31 March 2023 | ||||
Net | ||||
gains/ | ||||
(losses) | ||||
recog- | ||||
nised | Total | |||
Carrying | in profit | interest | Impair- | |
value | or loss | income | ment | |
US$’m | US$’m | US$’m | US$’m | |
Assets | ||||
Other investments | 7 570 | (99) | – | – |
Financial assets at fair value through profit or loss | 34 | (99) | – | – |
Financial assets at fair value through other comprehensive income 1 | 7 528 | – | – | – |
Other loans and investments 2 | 8 | – | – | – |
Receivables and loans 2 | 1 719 | (28) | 38 | 36 |
Trade and financing receivables | 659 | – | 1 | 44 |
Other receivables | 602 | (30) | 2 | (7) |
Foreign currency intergroup receivables | – | 2 | – | – |
Trade and other receivables classified as held for sale | 164 | – | – | (1) |
Related party receivables | 294 | – | 35 | – |
Derivative financial instruments 3 | 5 | 10 | – | – |
Forward exchange contracts | 5 | – | – | – |
Cross-currency interest rate swap | – | 10 | – | – |
Short-term investments 2 | 6 726 | (42) | 160 | – |
Cash and cash equivalents classified as held for sale | 94 | – | – | – |
Cash and cash equivalents 2, 3 | 9 565 | 35 | 278 | – |
Total | 25 679 | (124) | 476 | 36 |
1
During the year losses of US$1.2bn were recognised in other comprehensive income with respect to the group’s financial assets at fair value through other comprehensive income.
2 Measured at amortised cost.
3
Cash and cash equivalents include money market funds which are part of cash and cash equivalents.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 179
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
41.
Fair value of financial instruments
31 March 2023 |
|||
Net |
|||
gains/ |
|||
(losses) |
|||
recog- |
|||
nised |
Total |
||
Carrying |
in profit |
interest |
|
value |
or loss |
expense |
|
US$’m |
US$’m |
US$’m |
|
Liabilities |
|||
Long-term liabilities 1 |
15 925 |
120 |
492 |
Interest-bearing: Capitalised finance leases |
150 |
– |
2 |
Interest-bearing: Loans and other liabilities |
15 596 |
118 |
490 |
Non-interest-bearing: Loans and other liabilities |
22 |
– |
– |
Long-term liabilities classified as held for sale |
29 |
– |
– |
Other non-current liabilities 2 |
126 |
2 |
– |
Related party loans and payables |
2 |
– |
– |
Short-term payables and loans 1 |
3 076 |
5 |
41 |
Interest-bearing: Capitalised finance leases |
54 |
1 |
5 |
Interest-bearing: Loans and other liabilities |
325 |
1 |
7 |
Non-interest-bearing: Loans and other liabilities |
88 |
– |
– |
Trade payables |
356 |
– |
1 |
Trade payables classified as held for sale |
165 |
– |
– |
Other current liabilities 2 |
773 |
3 |
– |
Accrued expenses |
1 243 |
(7) |
28 |
Accrued expenses classified as held for sale |
66 |
– |
– |
Related party loans and payables |
6 |
3 |
– |
Foreign currency intergroup payables |
– |
4 |
– |
Derivative financial instruments 3 |
2 |
7 |
– |
Forward exchange contracts |
2 |
7 |
– |
Bank overdrafts 1 |
28 |
– |
22 |
Total |
19 031 |
132 |
555 |
1
Measured at amortised cost except for earn-out obligations included in non-interest-bearing loans and other liabilities.
2 Includes written put option liabilities. Refer to note 31.
3 Measured at fair value through profit or loss.
in measuring fair value are observable:
›
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
›
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for
the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices). The fair value of financial instruments that are not
traded in active markets (for example, derivatives such as interest rate swaps, forward exchange contracts and certain options)
is determined through valuation techniques. These valuation techniques maximise the use of observable market data where it is
available and rely as little as possible on entity-specific estimates. If all significant inputs required to measure the fair value of an
instrument are observable, the instrument is included in level 2.
›
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
Valuation techniques and key inputs used to measure significant level 2 and level 3
fair values
Level 2 fair value measurements
›
Forward exchange contracts
– in measuring the fair value of forward exchange contracts, the group makes use of market observable
quotes of forward foreign exchange rates on instruments that have a maturity similar to the maturity profile of the group’s forward
exchange contracts. Key inputs used in measuring the fair value of forward exchange contracts include: current spot exchange rates,
market forward exchange rates and the term of the group’s forward exchange contracts.
›
Cash and cash equivalents
– relate to short-term bank deposits which are money market funds held with major banking groups and
high-quality institutions that have AAA money market fund credit ratings from internationally recognised ratings agencies. The fair value
of these deposits is determined by the amounts deposited and the gains or losses generated by the funds as detailed in the
statements provided by these institutions. The gains/losses are recognised in the consolidated income statement.
›
Financial assets at fair value
– relates to a contractual right to receive shares or cash. The fair value is based on a listed share price
on the date the transaction was entered into.
Level 3 fair value measurements
Financial assets at fair value
– relate predominantly to unlisted equity and in the prior year the residual interest in the Naspers group.
The fair value of unlisted equity investments is based on the most recent funding transactions for these investments, a discounted cash
flow calculation (DCF), or a market approach using market multiples. At 31 March 2024, the group used a market approach using
adjusted market multiples of comparable listed peers. The multiples were generally based on revenue or EBITDA. The prior year
valuations were based on a DCF or weighted income and market approach. The market approach was used in the current year for these
investments due to the management-specific information available to perform the impairment test. The material valuations in the current
year related to unlisted equity investments in the Edtech and Payments and Fintech segments. The prior valuations related to investments
in the Edtech segments.
The following inputs below were used in the valuations:
31 March 2024
Unlisted equity investments in the Edtech segment |
Unlisted equity investments in the Payments and Fintech segment |
||
Revenue multiple |
Peers’ range |
Revenue multiple |
Peers’ range |
1.4x – 2.0x |
1x – 18x |
15x – 17x |
5x – 31x |
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 180
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
41.
Fair value of financial instruments
Valuation techniques and key inputs used to measure significant level 2 and level 3
continued
fair values
31 March 2023
Revenue growth rates and EBITDA margins
Revenue growth rates and EBITDA margins are based on past experience and management’s future expectations of business
performance.
Long-term-growth rate
The long-term growth rate is based on expectations for inflation in the regions in which the business operates – the data is sourced from
publicly available information. The long-term growth rate is spread over a 10-year forecast period.
Discount rate
The discount rate used is a weighted average cost of capital. The weighted average cost of capital takes into account the cost of equity
and cost of debt. The cost of equity is based on a risk-free rate adjusted for specific risks such as a country risk and equity risk premium.
The cost of debt is based on the pre-tax cost of debt adjusted with a sovereign spread premium net of tax.
Terminal growth rate
The terminal growth rate considered the steady growth rates that would appropriately extrapolate cash flows beyond the forecast periods
once the business segment has assumed to reach maturity. The terminal value assumes that free cash flow in the terminal period grows
at the long-term growth rate and is then calculated using the Gordon Growth Model.
Unlisted equity investments in the Edtech segment |
|
Long-term growth rate |
2% - 6% |
Discount rate |
12% - 15% |
Terminal growth rates |
1% - 5% |
For these investments, a 1% increase in the discount rates would result in a decrease in the valuation of this investment by US$53m and
a 1% decrease in the discount rates would result in an increase in the valuation of this investment by US$60m.
The fair value of the residual interest for the Naspers group up until its disposal was assessed based on the sum of the parts considering
the fair value of the underlying components on a marketable and controlling basis, applying a consistent valuation model. The group
further applied a marketability discount (45%) to arrive at the fair value of the residual interest on a non-marketable and non-controlling
basis (unit of account). A marketability discount factors in the indirect interest in the residual assets, as Prosus cannot directly or indirectly
dispose of any Naspers shares without Naspers’ approval and cannot direct the activities or decide on the distributions (be it dividends
or the actual shares) from the residual interest in Naspers to its shareholders. A movement in the marketability discount rate of 1% will
result in an increase or decrease of US$4m.
›
Derivatives contained in lease agreements
– relate to foreign currency forwards embedded in lease contracts. The fair value of the
derivatives is based on forward foreign exchange rates that have a maturity similar to the lease contracts and the contractually
specified lease payments.
›
Earn-out obligations
– relate to amounts that are payable to the former owners of businesses now controlled by the group, provided
that contractually stipulated post-combination performance criteria are met. These are remeasured to fair value at the end of each
reporting period. Key inputs used in measuring fair value include: current forecasts of the extent to which management believes
performance criteria will be met, discount rates reflecting the time value of money and contractually specified earn-out payments.
Instruments not measured at fair value for which fair value is disclosed
Level 2
– the fair values of the publicly traded bonds have been determined with reference to the listed prices of the instruments at the
The fair values of the group’s financial instruments that are measured at fair value at each reporting period are categorised as follows:
| 31 March 2024 |
||||
Fair |
||||
value |
Level 1 |
Level 2 |
Level 3 |
|
US$’m |
US$’m |
US$’m |
US$’m |
|
Assets |
||||
Financial assets at fair value through other comprehensive income |
5 645 |
4 808 |
– |
837 |
Financial assets at fair value through profit or loss |
48 |
– |
– |
48 |
Forward exchange contracts |
– |
– |
– |
– |
Total |
5 693 |
4 808 |
– |
885 |
Liabilities |
||||
Forward exchange contracts |
1 |
– |
1 |
– |
Earn-out obligations |
4 |
– |
– |
4 |
Total |
5 |
– |
1 |
4 |
31 March 2023 |
||||
Fair |
||||
value |
Level 1 |
Level 2 |
Level 3 |
|
US$’m |
US$’m |
US$’m |
US$’m |
|
Assets |
||||
Financial assets at fair value through other comprehensive income |
7 528 |
6 044 |
– |
1 484 |
Financial assets at fair value through profit or loss |
34 |
4 |
– |
30 |
Forward exchange contracts |
5 |
– |
5 |
– |
Cash and cash equivalents 1 |
447 |
– |
447 |
– |
Total |
8 014 |
6 048 |
452 |
1 514 |
Liabilities |
||||
Forward exchange contracts |
1 |
– |
1 |
– |
Earn-out obligations |
109 |
– |
– |
109 |
Total |
110 |
– |
1 |
109 |
1
Relates to short-term bank deposits which are money market funds held with major banking groups and high-quality institutions that have AAA money market fund credit ratings from
internationally recognised rating agencies.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 181
Notes to the consolidated financial statements
for the year ended 31 March 2024
Financial risk management
continued
41.
Fair value of financial instruments
Valuation techniques and key inputs used to measure significant level 2 and level 3
continued
fair values
continued
Instruments not measured at fair value for which fair value is disclosed
Other disclosures
The following table shows a reconciliation of the group’s level 3 financial instruments:
31 March 2024 |
||||
Earn-out |
Financial |
Derivatives |
Financial |
|
obli- |
assets at |
embedded |
assets at |
|
gations |
FVOCI 1 |
in leases |
FVPL 2 |
|
US$’m |
US$’m |
US$’m |
US$’m |
|
Balance at 1 April 2023 |
(109) |
1 484 |
– |
30 |
Additions |
– |
143 |
– |
18 |
Total (losses)/gains recognised in the income statement |
99 |
– |
– |
– |
Total losses recognised in other comprehensive income |
– |
(530) |
– |
– |
Settlements/disposals |
6 |
(2) |
– |
– |
Transfer to investment in associate |
– |
(40) |
– |
– |
Impact of share exchange |
– |
(211) |
– |
– |
Transfer to investments at FVPL |
– |
(7) |
– |
– |
Total |
(4) |
837 |
– |
48 |
31 March 2023 |
||||
Earn-out |
Financial |
Derivatives |
Financial |
|
obli- |
assets at |
embedded |
assets at |
|
gations |
FVOCI 1 |
in leases |
FVPL 2 |
|
US$’m |
US$’m |
US$’m |
US$’m |
|
Balance at 1 April 2022 |
(20) |
1 153 |
9 |
44 |
Additions |
(96) |
38 |
– |
41 |
Total (losses)/gains recognised in the income statement |
7 |
– |
– |
(11) |
Total losses recognised in other comprehensive income |
– |
(270) |
– |
– |
Settlements/disposals |
– |
(65) |
(9) |
(35) |
Transfer to held for sale |
– |
– |
– |
(9) |
Foreign currency translation effects |
– |
(4) |
– |
– |
Impact of share exchange |
– |
10 |
– |
– |
Transfer to investments at FVPL |
– |
622 |
– |
– |
Total |
(109) |
1 484 |
– |
30 |
1 Financial assets at fair value through other comprehensive income.
2 Financial assets at fair value through profit or loss.
There was no transfer from level 2 to level 1 (2023: US$nil) and no transfer from level 3 to level 1 (2023: a transfer of US$1m). There was
a transfer of US$40m from level 3 to investments in associates and a transfer of US$7m from level 3 to investments at fair value through
profit or loss (2023: a transfer of US$622m to level 3 due to investments in associates that lost significant influence during the year). There
Related party transactions and balances
The group entered into transactions and has balances with a number of related parties, including equity-accounted investments, directors
(key management personnel), shareholders, and entities under common control. Transactions that are eliminated on consolidation as well
as gains or losses eliminated through the application of the equity method are not included. The transactions and balances with related
parties are summarised below:
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Sale of goods and services to related parties 1 |
||
MIH Holdings Proprietary Limited |
7 |
11 |
Bom Negócio Atividades de Internet Ltda (OLX Brasil) |
25 |
28 |
Skillsoft Corp |
– |
8 |
Various other related parties |
3 |
1 |
35 |
48 |
|
1
The group receives revenue from a number of its related parties in connection with service agreements. The nature of these related party relationships are that of equity-accounted investments
and subsidiaries of Naspers outside of the group.
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Services received from related parties 1 |
||
MIH Holdings Proprietary Limited |
13 |
9 |
Various related parties |
2 |
2 |
15 |
11 |
|
1
The group receives corporate and other services rendered by a number of its related parties. The nature of these related party relationships are that of entities under the common control of the
group’s controlling parent, Naspers.
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Dividends paid to holding company |
||
Naspers Limited |
84 |
89 |
84 |
89 |
|
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 182
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other disclosures
continued
42.
Related party transactions and balances
31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Loans and receivables 1 | ||
MIH Ecommerce Holdings (Pty) Ltd | 8 | – |
MIH Holdings Proprietary Limited | 3 | 5 |
Bom Negócio Atividades de Internet Ltda (OLX Brasil) 2 | 174 | 150 |
MIH Treasury Services (Pty) Ltd | – | 11 |
MIH Internet Holding B.V. Share Trust 3 | 58 | 102 |
Prosus NV Share Option Trust 3 | 11 | – |
GoodGuyz Investments B.V. | 6 | 6 |
Silvergate Capital Corporation | 2 | 2 |
Other | 13 | 18 |
Less: Allowance for impairment of loans and receivables 4 | – | – |
Total related party receivables | 275 | 294 |
Less: Non-current portion of related party receivables | (244) | (254) |
Current portion of related party receivables | 31 | 40 |
1
The group provides services and loan funding to a number of its related parties.
2
During the prior year a portion of the loan was capitalised to the investment in joint venture. The loan is repayable by October 2035 and was interest free until April 2022. Subsequently, interest
is charged annually at SELIC+2%. Interest income of US$25m was recognised in the current year (2023: US$28m)
3
Relates to related party loan-funding provided to Naspers group share trust for equity-compensation plans. The loan was interest-free and repayable in 2032, or upon winding up of the trust,
if earlier. Cash flows for this transaction are disclosed as investing activities in the consolidated statement of cash flows.
4
Impairment allowance for non-current receivables from related parties is based on a 12-month expected credit loss model and was not material.
There was no movement in the allowance for impairment of related party receivables during the year (2023: US$nil).
| 31 March | ||
2024 | 2023 | |
US$’m | US$’m | |
Payables | ||
Zitec Com SRL | 2 | 3 |
MIH Holdings Proprietary Limited | 7 | 3 |
Various other related parties | 3 | 2 |
Total related party payables | 12 | 8 |
Less: Non-current portion of related party payables | (2) | (2) |
Current portion of related party payables | 10 | 6 |
Directors’ remuneration
The executive directors received the following remuneration and emoluments:
2024 | 2023 | |
US$’000 | US$’000 | |
Executive directors 1 | ||
Salary | 1 260 | 2 345 |
Annual short-term incentive payments | 1 197 | 1 774 |
Annual long-term incentive payments | 7 968 | – |
Discount-linked short-term incentive payments 2 | – | 4 873 |
Pension contributions and other benefits paid on behalf of director | 119 | 227 |
Share-based payment expense | 5 545 | (101 763) |
Total | 16 089 | (92 544) |
1
Executive directors aggregate cost of their compensation is currently allocated 90% to Prosus and 10% to Naspers.
2
The discount-linked STI will be held and paid out after 31 March 2024 should the assessed discount be sustained or improved.
During the current year the group recharged US$7m (2023: US$11m) to Naspers companies in respect of services performed on their
behalf. In addition Naspers recharged costs of US$13m (2023: US$9m) to the group’s companies.
Bob van Dijk stepped down as chief executive and as an executive director on 18 September 2023. Disclosed below is Bob’s
remuneration from 1 April 2023 to 30 September 2024 (full-time employment) and the agreed severance in terms of contractual
obligations. The severance payment qualifies as an appropriate, all-inclusive compensation for loss of office. Bob undertook to remain
available for consultation and guidance and entered into a consultancy agreement commencing 1 April 2024, terminating
on 30 September 2024, to allow for a smooth transition. In respect of these services rendered, a gross fee of EUR113 436,18 per month
will be paid. Bob remained eligible for the STI for FY24 and the payment made was contingent on the achievement of the applicable
targets and objectives set for Bob for FY24. The discount-linked STI, as disclosed in FY23, but not yet paid in FY23, was paid in full due
to the original agreement being met whereby the discount as at 31 March 2024 was sustained or improved at no greater than 42% level
as indicated and disclosed at 31 March 2023.
B van Dijk received the following remuneration and emoluments that were included in the table above.
2024 | 2023 | |
US$’000 | US$’000 | |
B van Dijk | ||
Salary | 1 469 | 1 405 |
Annual short-term incentive payments | 1 469 | 970 |
Annual discount-linked short-term incentive payments 1 | – | 3 414 |
Annual long-term incentive payments 2 | 14 443 | – |
Pension contributions and other benefits paid on behalf of director | 141 | 141 |
Severance payment | 747 | – |
Share-based payment expense | (5 274) | – |
Total | 12 995 | 5 930 |
1
The discount-linked STI will be held and paid out after 31 March 2024 should the assessed discount be sustained or improved.
2 Long-term incentive payments include PSUs, SARs and share options.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 183
Notes to the consolidated financial statements
Other disclosures
continued
42.
Related party transactions and balances
The non-executive directors received the following remuneration and emoluments:
2024 | 2023 | |
US$’000 | US$’000 | |
Non-executive directors 1 | ||
Directors’ fees | 2 708 | 2 512 |
Committee and trust fees | 576 | 531 |
Total | 3 284 | 3 043 |
1
Non-executive directors receive no additional compensation for their dual responsibilities to Naspers and Prosus. However, the aggregate cost of their compensation is currently allocated 70%
to Prosus and 30% to Naspers.
Key management received the following remuneration:
2024 | 2023 | |
US$’000 | US$’000 | |
Key management | ||
Short-term employee benefits | 21 538 | 17 194 |
Post-employment benefits | 656 | 536 |
Share-based payment expense | 43 275 | 33 722 |
Total | 65 469 | 51 452 |
The group has not provided any personal loans, advances or guarantees to the executive, non-executive directors and key management
personnel.
Key management excludes executive and non-executive directors’ remuneration.
The prior year’s remuneration includes the remuneration of the former statutory directors until the date of resignation and the
remuneration of the newly appointed executive directors from the date of appointment.
Directors’ interest in Prosus shares
The directors of Prosus (and their associates) had the following interests in Prosus ordinary shares A as at 31 March:
2024 | 2023 | |||||
Prosus ordinary shares A | Prosus ordinary shares A | |||||
Beneficial | Beneficial | |||||
Name | Direct | Indirect | Total | Direct | Indirect | Total |
SJZ Pacak 1, 2 | – | 1 603 | 1 603 | – | 486 | 486 |
JDT Stofberg 1 | – | 1 171 | 1 171 | – | 810 | 810 |
Total | – | 2 774 | 2 774 | – | 1 296 | 1 296 |
1
As part of the cross-holding structure including the Prosus capitalisation issue approved by shareholders on 23 August 2023 additional ordinary shares A1 were issued to holders of ordinary
share A1 on a pro rata basis on 18 September 2023.
2
On 18 September 2023 outside of the Prosus capitalisation issue SJZ Pacak’s family trust acquired 1 301 ordinary shares A1.
The directors of Prosus (and their associates) had the following interests in Prosus ordinary shares N as at 31 March:
2024 | 2023 | |||||
Prosus ordinary shares N 1 | Prosus ordinary shares N | |||||
Beneficial | Beneficial | |||||
Name | Direct | Indirect 2 | Total | Direct | Indirect | Total |
JP Bekker | – | 19 646 498 | 19 646 498 | – | 9 013 809 | 9 013 809 |
H du Toit | 11 139 | – | 11 139 | 5 111 | – | 5 111 |
CL Enenstein | – | 904 | 904 | – | 415 | 415 |
FLN Letele | 5 675 | – | 5 675 | 2 604 | – | 2 604 |
SJZ Pacak 3 | 754 599 | 1 260 648 | 2 015 247 | 460 911 | 693 086 | 1 153 997 |
V Sgourdos | – | 452 593 | 452 593 | 124 718 | 86 619 | 211 337 |
MR Sorour 4 | 1 961 | 963 | 2 924 | 3 955 | 442 | 4 397 |
JDT Stofberg | 906 639 | 309 259 | 1 215 898 | 415 966 | 141 888 | 557 854 |
B van Dijk 5 | 1 144 549 | 612 897 | 1 757 446 | 525 119 | 274 945 | 800 064 |
Total | 2 824 562 | 22 283 762 | 25 108 324 | 1 538 384 | 10 211 204 | 11 749 588 |
1
As part of unwind of the cross-holding structure, including the Prosus capitalisation issue approved by shareholders on 23 August 2023, additional ordinary shares N were issued to holders
of ordinary shares N on a pro rata basis on 18 September 2023.
2
Prosus share options that have been released (vested), but not yet been exercised, are included in the indirect column: Basil Sgourdos: 95 983 (2023: 86 619).
3
On 28 March 2024, Steve Pacak and a family trust linked to him each disposed of 250 000 ordinary shares N on the open market at an average price of €29.00 per share.
4
On 25 March 2024, Mark Sorour disposed of 6 658 ordinary shares N on the open market at an average price of R569.86 per share.
5
Resigned as a director of Naspers and Prosus on 18 September 2023.
Additional information on the remuneration and share-based compensation of members of the board and the remuneration of key
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
5 / 184
Notes to the consolidated financial statements
for the year ended 31 March 2024
Other disclosures
Commitments and contingencies
The group is subject to commitments and contingencies, which occur in the normal course of business, including legal proceedings and
claims that cover a wide range of matters. Commitments relate to amounts for which the group has contracted, but that have not yet
been recognised as obligations in the statement of financial position.
31 March |
||
2024 |
2023 |
|
US$’m |
US$’m |
|
Commitments |
||
– Other service commitments |
236 |
306 |
– Lease commitments |
– |
1 |
236 |
307 |
|
The group has labour litigation claims amounting to US$114m (2023: US$nil) in Brazil. The risk classification of these claims being
payable are possible subject to a final decision on the validity of the claims in the labour court.
Taxation matters
As a global technology investor, the group’s portfolio of businesses is well diversified by segment and geography. The group operates
on a decentralised basis in numerous countries. Businesses are based in the countries where their operations, their users and consumers
are. As a result, the group’s businesses pay taxes locally, in the jurisdictions where they operate and where the group’s products and
services are consumed. Where relevant and appropriate, the group seeks advice and works with its advisers to identify and quantify
contingent tax exposures. Our current assessment of possible tax exposures, including interest and potential penalties, amounts
to approximately US$292m (2023: US$191m).
Included in this tax exposure is US$95m (2023: US$nil) related to the Events Sector Emergency Resumption Program (PERSE) tax benefit.
The Brazilian tax authorities introduced this PERSE tax benefit which has a reduction in Federal VAT and corporate income tax to zero
percent (0%) for a 60-month period ending in February 2027. Before claiming this benefit, iFood asked permission from a court ruling and
was granted a favourable first level preliminary decision in August 2022. The decision is subject to a subsequent final ruling. As iFood
is eligible for the benefit it started claiming this benefit from September 2023. Given the uncertainty of a favourable final ruling the tax
benefit has not been recognised in the consolidated income statement. Accordingly, this tax benefit of US$95m was recognised in
‘Accrued expenses’ in the consolidated statement of financial position.
The remaining US$197m (2023: US$191m) of this tax exposure relates to iFood’s deductible expenditure which is under assessment with
the Brazilian tax authorities.
The group pledged property, plant and equipment, investments, cash and cash equivalents, trade receivables and other working capital
as collateral against its secured long-term liabilities with an outstanding balance of US$563m (2023: US$466m). Refer to note 30 for
In May the group announced the appointment of iFood CEO, Fabricio Bloisi, as group chief executive, effective 10 July 2024. Ervin Tu, the
group’s interim chief executive will continue to play an important role in shaping the group’s future in a new position, president and chief
investment officer (CIO).
As part of the group’s open-ended share-repurchase programme, Prosus acquired 43 815 098 Prosus ordinary shares N for US$1.54bn
and Naspers acquired 3 374 954 Naspers N ordinary shares for US$670m between April and 19 June 2024. Furthermore, Naspers
disposed of 19 035 508 Prosus ordinary shares N for US$667m between April and 19 June 2024. The group will account for this
transaction in the same manner that it was accounted for in the year ended 31 March 2024.
The group sold 34 057 900 shares of Tencent Holdings Limited (Tencent) between April and 19 June 2024, yielding US$1.54bn in
proceeds. An accurate estimate for the gain on disposal of these shares cannot be made until the corresponding equity-accounted
results for the period have been finalised.
In May, Iyzico, the group’s fintech business in Turkey, signed an agreement for the acquisition of Paynet, a significant player in the Turkish
fintech landscape, for US$87m. This strategic move marks a pivotal moment in Iyzico’s journey towards enhancing its portfolio and
expanding its market reach. The closing of the transaction is subject to regulatory approvals (ie Central Bank of the Republic of Turkey
31 March
Notes
2024
US$’m
2023
US$’m
ASSETS
Non-current assets
130 263
144 009
Investments in subsidiaries
3
130 002
141 188
Investments at fair value through other comprehensive income
4
–
206
Amounts due from group companies
5
261
2 615
Current assets
22 164
14 806
Amounts due from group companies
5
7 537
1
Derivative financial instruments
18
–
5
Other receivables
6
9
45
Short-term investments
7
13 806
6 709
Cash and cash equivalents
8
812
8 046
TOTAL ASSETS
152 427
158 815
EQUITY AND LIABILITIES
Shareholders' equity
137 009
143 290
Share capital
9,10
294
170
Share premium
9,10
124 088
131 934
Statutory reserve
358
138
Retained earnings
10 945
6 848
Undistributed results
1 324
4 200
Non-current liabilities
15 236
15 253
Long-term liabilities
11
15 236
15 253
Current liabilities
182
272
Current portion of long-term liabilities
11
125
124
Amounts due to group companies
5
–
6
Accrued expenses and other current liabilities
12
57
82
Taxation payable
16
–
59
Derivative financial instruments
18
–
1
TOTAL EQUITY AND LIABILITIES
152 427
158 815
The accompanying notes are an integral part of these company financial statements.
31 March
Notes
2024
US$’m
2023
US$’m
Selling, general and administration expenses
13
(3)
(5)
Dividend income
14
926
4 226
Operating profit
923
4 221
Interest income
15
878
454
Interest expense
15
(499)
(497)
Other finance income/(cost) – net
15
22
22
Profit before taxation
1 324
4 200
Taxation
16
–
–
Profit for the year
1 324
4 200
Other comprehensive loss (OCI)
(8)
(182)
Net fair value loss on financial assets at fair value through OCI
1
4
(5)
(179)
Net movement in hedging reserve
2
(3)
(3)
Total comprehensive income for the year
1 316
4 018
The accompanying notes are an integral part of these company financial statements.
1
Financial assets at fair value through OCI will not subsequently be reclassified to profit or loss.
2
This component of other comprehensive income may subsequently be reclassified to profit or loss.
Company statement of changes in equity
for the year ended 31 March 2024
Share
capital
US$’m
Share
premium
US$’m
Treasury
shares
1
US$’m
Statutory
reserve
2
US$’m
Retained
earnings
US$’m
Undistributed
results
US$’m
Total
US$’m
Balance at 01 April 2023
170
141 977
(10 043)
138
6 848
4 200
143 290
Income for the year
–
–
–
–
(8)
1 324
1 316
Profit for the year
–
–
–
–
–
1 324
1 324
Other comprehensive loss
3
–
–
–
–
(8)
–
(8)
Appropriation of result
–
–
–
–
4 200
(4 200)
–
Share capital movements
4
104
(104)
–
–
–
–
–
Annual distribution paid to shareholders
4
(103)
–
–
–
(95)
–
(198)
Repurchase of own shares
5
–
–
(7 194)
–
–
–
(7 194)
Cancellation of treasury shares
6
(13)
(14 662)
14 675
–
–
–
–
Removal of the cross-holding structure
7
136
(561)
–
220
–
–
(205)
Balance at 31 March 2024
294
126 650
(2 562)
358
10 945
1 324
137 009
1
Treasury shares is a component of share premium that is presented separately within the statement of changes in equity.
2
As required by Article 29 of the company’s articles of association the company holds a legal reserve for the conversion of A1 shares to A2 shares when the conversion criteria are triggered.
3
Relates predominantly to the company’s investment at fair value through other comprehensive income. Refer to note 4.
4
Share capital movements relate to the net increase in the nominal value of the ordinary shares N in respect to those shareholders who elected the distribution in relation to the 2022 financial
year in the form of capital repayment. Annual distribution paid to shareholders relate to the actual capital and dividend payments made to shareholders in the current year. Refer to note 9.
5
Relates to repurchase of own shares as per the share-repurchase programme. Refer to note 9.
6
Relates to the cancellation of N shares repurchased per the share-repurchase programme. Refer to note 9.
7
Relates to the removal of the group’s cross-holding structure. Refer to note 2
The accompanying notes are an integral part of these company financial statements.
5 / 185
Company statement of financial position
for the year ended 31 March 2024
Company statement of comprehensive income
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Share
capital
US$’m
Share
premium
US$’m
Treasury
shares
1
US$’m
Statutory
reserve
2
US$’m
Retained
earnings
US$’m
Undistributed
results
US$’m
Total
US$’m
Balance at 01 April 2022
177
149 098
(6 411)
138
1 085
6 035
150 122
Income for the year
–
–
–
–
–
4 200
4 018
Profit for the year
–
–
–
–
–
4 200
4 200
Other comprehensive loss
3
–
–
–
–
(182)
–
(182)
Appropriation of result
–
–
–
–
6 035
(6 035)
–
Share capital movements
4
98
(98)
–
–
–
–
–
Annual distribution paid to shareholders
4
(102)
–
–
–
(89)
–
(191)
Repurchase of own shares
5
–
–
(10 043)
–
–
–
(10 043)
Cancellation of treasury shares
6
(4)
(6 407)
6 411
–
–
–
–
Capital restructure as a result of the share-
repurchase programme
7
–
(616)
–
–
–
–
(616)
Currency translation of share capital
1
–
–
–
(1)
–
–
Balance at 31 March 2023
170
141 977
(10 043)
138
6 848
4 200
143 290
1
Treasury shares is a component of share premium that is presented separately within the statement of changes in equity.
2
As required by Article 29 of the company’s articles of association the company holds a legal reserve for the conversion of A1 shares to A2 shares when the conversion criteria are triggered.
3
Relates predominantly to the company’s investment at fair value through other comprehensive income. Refer to note 4.
4
Share capital movements relate to the net increase in the nominal value of the ordinary shares N in respect to those shareholders who elected the distribution in relation to the 2021 financial
year in the form of capital repayment. Annual distribution paid to shareholders relate to the actual capital and dividend payments made to shareholders during the financial year. Refer to note 9.
5
Relates to repurchase of own shares as per the share-repurchase programme. Refer to note 9.
6
Relates to the cancellation of N shares-repurchased per the share-repurchase programme. Refer to note 9.
7
Relates to the consideration paid for Naspers Limited shares that represents a capital restructure as a result of the cross-holding agreement. Refer to note 9.
The accompanying notes are an integral part of these company financial statements.
The accompanying notes are an integral part of these company financial statements.
31 March
Notes
2024
US$’m
2023
US$’m
Cash flows from operating activities
Cash generated from operations
17
923
4 206
Interest income received
787
268
Interest expense paid
(500)
(480)
Net cash generated from operating activities
1 210
3 994
Cash flows from investing activities
Loans advanced to group companies
(1 788)
(4 395)
Loans repaid by group companies
572
3 009
Disposal of Naspers shares
4
7
–
Acquisition of short-term investments
7
(7 023)
(2 700)
Capital repayment received from MIH Internet Holdings B.V.
3
7 271
10 618
Other investing activities
(3)
(10)
Net cash (utilised in)/generated from investing activities
(964)
6 522
Cash flows from financing activities
Proceeds from short-term loans raised
–
–
Dividends paid to shareholders
9
(95)
(89)
Capital repayments to shareholders
9
(103)
(102)
Repurchase of own shares
9
(7 279)
(9 897)
Acquisition of Naspers shares resulting in a capital restructure
–
(615)
Other financing activities
–
(51)
Net cash utilised in financing activities
(7 477)
(10 754)
Net decrease in cash and cash equivalents
(7 231)
(238)
Foreign exchange translation adjustments on cash and cash equivalents
(3)
(34)
Cash and cash equivalents at the beginning of the year
8 046
8 318
Cash and cash equivalents at the end of the year
8
812
8 046
The accompanying notes are an integral part of these company financial statements.
5 / 186
Company statement of financial position
for the year ended 31 March 2024
Company statement of cash flows
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
1.
Principal accounting policies
General information
Prosus N.V. (Prosus or the company) is a public limited liability company incorporated under Dutch law, with its registered head office
located at Symphony Offices, Gustav Mahlerplein 5, 1082 MS Amsterdam, the Netherlands, (registered in the Dutch commercial register
under number 34099856). Prosus is a subsidiary of Naspers Limited (Naspers), a company incorporated in South Africa. Prosus is listed
on the Euronext Amsterdam stock exchange, with a secondary listing on the Johannesburg Stock Exchange (JSE) Limited and A2X markets
in South Africa. The principal activities of the company are to operate as a holding company for its internet assets and provide equity
funding to the subsidiaries of the Prosus group.
Basis of preparation and accounting policies
IFRS compliance
The company financial statements are presented in accordance with, and comply, in all material respects, with International Financial
Reporting Standards (IFRS) as adopted by the European Union (IFRS-EU). All standards and interpretations issued by the International
Accounting Standards Board (IASB) and the IFRS Interpretations Committee have been endorsed by the European Union (EU). The
accounting policies applied by Prosus also comply with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code.
Accounting policies
The accounting policies of the company are the same as those of the Prosus group, where applicable (refer to the accounting policies
in the consolidated financial statements), specifically as regards to financial assets measured at amortised cost.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost less accumulated impairment losses.
Non-cash distributions to controlling shareholders/distributions from investments in subsidiaries
When the company declares a non-cash distribution to its controlling shareholders it recognises the distribution when it is appropriately
authorised. Non-cash distributions to controlling shareholders are common control transactions and are therefore measured at the
respective carrying amounts of the assets distributed.
Non-cash distributions received from the company’s investments in subsidiaries are measured at the fair value of the non-cash assets
distributed.
IFRS 9
Financial Instruments
(IFRS 9)
Classification of loans to subsidiaries
Loans to subsidiaries and related party receivables are classified as financial assets at amortised cost as these items are held within
a business model whose objective is to hold assets to collect contractual cash flows and its contractual cash flows represent solely
payments of principal and interest on the amount outstanding. In making this assessment, the company considers the effect of terms
(including conversion, prepayment and extension features) that may affect the timing and/or amounts of cash flows.
Measurement of financial assets at amortised cost
The company applied the measurement provisions of IFRS 9, including those relating to impairment allowances on financial assets
at amortised cost, to all financial instruments within the measurement scope of IFRS 9. The company’s impairment methodology related
to financial assets at amortised cost is detailed in note 5 of the company financial statements.
Dividend income
Dividend income is recognised when declared by the company’s subsidiaries and the company has a right to payment. Dividend income
includes amounts declared from proceeds of sale of investments received as a dividend in specie by the company’s subsidiary. Dividend
income is recognised in the income statement unless the dividend is a distribution that clearly represents a recovery of the cost of an
investment that is disposed. Dividend income is presented under operating activities in the statement of cash flows.
Impairment of investments
The company periodically (at least once a year at reporting date) evaluates the carrying value of assets when events and circumstances
indicate that the carrying value may not be recoverable. Factors that the company considers important, which could trigger
an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating
results, significant changes in the manner of use of the acquired assets or the strategy for the company’s overall business, significant
negative industry or economic trends that are likely to prevail into the long-term and the market capitalisation of listed investments. The
carrying value of an asset is considered impaired when the recoverable amount of such an asset is less than its carrying value. In that
event, a loss is recognised based on the amount by which the carrying value exceeds the recoverable amount of the asset.
An impairment loss is directly recognised in the income statement, while the carrying amount of the asset concerned is concurrently
reduced.
Accounting judgements and sources of estimation uncertainty
The preparation of the company financial statements necessitates the use of estimates, assumptions and judgements by management.
These estimates, assumptions and judgements affect the reported amounts of assets, liabilities and contingent assets and liabilities
at the statement of financial position date as well as the reported income and expenses for the year. Although estimates are based
on management’s best knowledge and judgement of current facts as at the statement of financial position date, the actual outcome
may differ from these estimates. Estimates and/or judgements are made regarding the accounting treatment of the share exchange
transaction with Naspers shareholders, the measurement of the residual interest in the Naspers group and the removal of the cross-
holding structure (as disclosed in note 5 in the consolidated financial statements), determining whether a distribution from the company’s
subsidiary is a capital repayment or dividend income, identifying impairment triggers for the impairment of investment in subsidiary
(refer to note 3), the impairment considerations for the expected credit losses of related party loans and receivables (refer to note 5)
and the judgements related to taxation (refer to note 16).
5 / 187
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
2.
Significant changes in financial position and performance during the
reporting period
Removal of the group’s cross-holding structure
On 27 June 2023 the group announced its intention to remove the cross-holding structure between Prosus and Naspers (the transaction).
This transaction was completed in September 2023. The transaction aimed to address the limitation on the share-repurchase programme
at the Naspers level arising from the cross-holding structure and the complexity arising from the cross-holding structure.
The cross-holding structure between Naspers and Prosus established the effective economic interest (effective interest) of the Naspers
free-float shareholders in the Prosus group. Post the implementation of the above transaction, Naspers and Prosus free-float shareholders’
respective effective interest in Prosus remained similar to what it was immediately prior to the removal of this cross-holding structure. The
transaction therefore allowed for the Prosus free-float shareholders to directly have an effective interest in Prosus without the complexity
of the cross-holding structure. The legal ownership of Prosus is now aligned with the effective economic interests of its shareholders.
Accounting for the removal of the group’s cross-holding structure
The above key transaction steps happened simultaneously and in contemplation of each other. They were therefore accounted for as a single
arrangement with the effective date of 18 September 2023, which is the closing date when all the transaction steps were completed.
The capitalisation issue of the ordinary shares N, A1 and B to free-float shareholders is an issue of new shares in proportion to their existing
shareholding for no consideration. The capitalisation issue is granted out of Prosus’ capital reserves which is share premium. The shares were
therefore issued at par value. The company recognised a decrease in share premium and a corresponding increase in share capital of US$243m.
The removal of the cross-holding structure results in the derecognition of the Naspers residual asset and the recognition of the minimal
investment in Naspers shares prior to the disposal of the shares on the market. The Naspers residual asset was initially recognised
as a result of the cross-holding arrangement between Naspers and Prosus. The removal of this cross-holding structure resulted in the
deemed disposal of this asset and a subsequent disposal of the Naspers N ordinary shares on the market. The company derecognised
US$211m of the Naspers residual asset and recognised an investment in Naspers amounting to US$7m. The excess of the residual asset
derecognised and the Naspers shares of US$204m was recognised in the ‘share premium in equity’ representing the removal of the
cross- holding structure with no change in the equity structure of the group. The company received US$7m as a result of the sale of the
N ordinary shares on the market.
Refer to note 5 of the consolidated financial statements for more details of the accounting treatment for the above transaction.
Prosus share-repurchase programme
On 27 June 2022, the group announced the beginning of an open-ended, repurchase programme of the Prosus ordinary shares N and
Naspers N ordinary shares. The group continued with the share-repurchase programme for the year ended 31 March 2024.
The Prosus repurchase programme of its ordinary shares N continued to be funded by an orderly, on-market sale of Tencent Holdings
Limited (Tencent) shares.
For the year ended 31 March 2024, Prosus repurchased 165 373 009 (6% of outstanding ordinary shares N in issue) ordinary
shares N on the market for a total consideration of US$7.2bn, which was funded by the sale of 177 871 500 Tencent shares yielding
proceeds of US$7.2bn. The sale is done by the company’s subsidiary MIH Internet Holdings B.V.
Repurchase of Prosus shares
The Prosus ordinary shares N acquired by the group are classified as treasury shares. These are recognised in treasury shares on the
company statement of financial position as a component of share premium. The treasury shares were recognised at a cost of US$7.2bn.
The group intends to cancel the Prosus shares repurchased in due course once the relevant approvals have been obtained, so as
to reduce its issued share capital.
Refer to note 5 of the consolidated financial statements for more details of the accounting treatment for the above transaction.
3.
Investments in subsidiaries
The following information relates to Prosus N.V.’s direct interest in its subsidiaries:
Effective percentage
interest
Direct investment
in shares
Nature of
business
Country of
incorporation
Name of subsidiary
Functional
currency
2024
%
2023
%
2024
%
2023
%
Unlisted companies
MIH Internet Holdings B.V.
US$
100.0
100.0
130 002
141 188
Investment
holding
The
Netherlands
Below is a summary of the movements in the company’s investments in subsidiaries:
31 March
2024
US$’m
2023
US$’m
Carrying amount as at 1 April
141 188
150 306
Movements during the year
(11 186)
(9 118)
Capital repayments
(14 807)
(10 618)
Loan capitalisations
3 621
1 500
Carrying amount as at 31 March
130 002
141 188
Changes in investments in subsidiaries for the year ended 31 March 2024
The company’s significant corporate transactions related to its investments in subsidiaries for the year ended 31 March 2024 are
as follows:
Capital repayments
During the year MIH Internet Holdings B.V. sold Tencent’s shares for US$7.3bn as part of an orderly, on-market sale to fund the share-
repurchase programme. These proceeds represent a recovery of the cost of the investment and were distributed as a capital repayment
by MIH Internet Holdings B.V. The company recognised this capital repayment against the cost of its investment in MIH Internet Holdings B.V.
In addition, MIH Internet Holdings B.V. distributed a further US$7.5bn as a capital repayment in advance which will be repaid in the
2025 financial year. The capital repayment was to create a pipeline for swift repatriation of proceeds that will be distributed
as a recovery of cost of the investment. The company therefore recognised a receivable of US$7.5bn which will be repaid as cash
representing a return of capital is distributed to the company.
Loan capitalisations
During the current year the company converted US$3.62bn of its balance receivable from MIH Internet Holdings B.V. into equity
in exchange for one ordinary share in the capital of MIH Internet Holdings B.V.
Funds provided to MIH Internet Holdings B.V. are primarily to finance various corporate transactions including mergers and acquisitions
of the group. The decision in relation to amounts capitalised is determined based on the nature of the corporate transaction and whether
this is best provided via loan financing or a capital contribution.
5 / 188
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
3.
Investments in subsidiaries
continued
Changes in investments in subsidiaries for the year ended 31 March 2024
continued
Impairment assessment
MIH Internet Holdings B.V. is the company’s only investment in subsidiary and it directly or indirectly holds all of the Prosus group’s
investments comprising, listed and unlisted associates, subsidiaries and fair value investments. At the end of each year, the company
assesses whether there is an indication that its investment in subsidiary is impaired. The market capitalisation of the company’s indirect
listed investments, are considered up until 31 March 2024. In addition, the carrying amount of the investment is higher than the market
capitalisation of the company. These considerations suggested that there is a need to assess whether the company’s investment
is impaired. The assessment of indicators for impairment was performed at the level of MIH Internet Holdings B.V.
The carrying amount of MIH Internet Holdings B.V. is the sum of the cost of its underlying investments and loan capitalisations.
A significant portion of the carrying amount (ie cost) of MIH Internet Holdings relates to its underlying Tencent investment. The Tencent
Investment was distributed into the Prosus group at its fair value immediately prior to its listing in September 2019. This was then its
deemed cost for the company on the date of transfer. Since the listing, the market price has seen an increase in volatility. In accordance
with IAS 36 the company considered both internal and external sources of information to determine if an indicator of impairment exists
for its investment in MIH Internet Holdings B.V. The following sources of information were considered as part of the indicator
of impairment assessment:
›
Given the volatility of the market value of Tencent, the company assessed that considering the share price of Tencent in isolation was
not conclusive in determining an impairment indicator of the investment in MIH Internet Holdings;
›
The company performed a high-level review of external independent analysts’ cash flows and this reflected a higher value than the
market capitalisation at period end;
›
The sum of the valuations, as determined through our other year-end procedures for the other listed investments, and the increased
valuations of the unlisted investments further demonstrated that the cost of MIH Internet Holdings B.V. could be recovered;
›
The improved share price performance of Tencent post the year-end date demonstrated that there was no period of sustained share
price decline.
We also compared the sum of the total value of the company’s underlying assets, as well as the carrying amounts, to the market
capitalisation of the company. The market capitalisation of US$80.3bn as at 31 March 2024 (2023: US$75.8bn) shows a discount to the
carrying amount of the company’s shareholders’ equity based on IFRS. We considered that it is common that investment holding
companies trade at a discount to the fair value on the controlling basis of their underlying assets. Holding company discounts vary
significantly but are normally in the 10% to 40% range although, in some cases, this can extend to over 50%. The reasons for holding
company discounts can vary according to each company’s specific circumstances, but can include management costs, tax leakage,
governance and shareholder structure, information asymmetry and perceived reinvestment risk.
Since the listing in 2019, Prosus has mostly been trading between a 15% and 40% discount to its equity value. The total market value
of the listed marketable securities held by Prosus N.V. at 31 March 2024 was approximately US$98bn (2023: US$132.6bn). The company
has improved this discount over the years particularly in the current financial year. Based on our analysis we conclude that this discount
does not – as such – result in an additional reduction of the value determined under IAS 36 used in the impairment assessment of the
company’s subsidiaries.
Based on the considerations above, the company concluded that no further impairment assessment on the investment in MIH Internet
Holdings was required.
Changes in investments in subsidiaries for the year ended 31 March 2023
The company’s significant corporate transactions related to its investments in subsidiaries for the year ended 31 March 2023 are
as follows:
Capital repayments
During the previous year MIH Internet Holdings B.V. sold Tencent’s shares for US$10.6bn as part of an orderly, on-market sale to fund
the share-repurchase programme. These proceeds represent a recovery of the cost of the investment and were distributed as a capital
repayment by MIH Internet Holdings B.V. The company recognised this capital repayment against the cost of its investment in MIH
Internet Holdings B.V.
Loan capitalisations
During the previous year the company converted US$2.52bn of its balance receivable from MIH Internet Holdings B.V. into equity
in exchange for one ordinary share in the capital of MIH Internet Holdings B.V.
Funds provided to MIH Internet Holdings B.V. are primarily to finance various corporate transactions including mergers and acquisitions
of the group. The decision in relation to amounts capitalised is determined based on the nature of the corporate transaction and whether
this is best provided via loan financing or a capital contribution.
Impairment assessment
MIH Internet Holdings B.V. is the company’s only investment in subsidiary and it directly or indirectly holds all of the Prosus group’s
investments comprising listed and unlisted associates and subsidiaries. At the end of each year, the company assesses whether there
is an indication that its investment in subsidiary is impaired. The decline in the market capitalisation of the company’s indirect listed
investments, the increase in the discount rates used to determine the value in use of the unlisted investments are considered impairment
indicators. In addition, the carrying amount of the investment is higher than the market capitalisation of the company. These impairment
indicators resulted in the need to test the company’s investment for impairment. Accordingly, the company performed an impairment
assessment of its investment in subsidiary at the level of MIH Internet Holdings B.V.
The recoverable amount of MIH Internet Holdings B.V. was the sum-of-parts of the underlying listed investments (including Tencent) and
non-listed ecommerce investments using a combination of quoted prices (for some of the listed investments) value in use calculations and
recent funding transactions that occurred during the previous year. The value in use was determined using the discounted cash flow
method. The group used 10-year projected cash flow models as these businesses have monetisation timelines longer than five years.
Forecasts were approved by senior management and/or the various boards of directors of group companies.
Based on the sum of the fair values of listed and non-listed significant investments, the recoverable amount of MIH Internet Holdings B.V.
exceeded the carrying amount of US$141.2bn. Accordingly, there was no impairment loss recognised.
5 / 189
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
4.
Investments at fair value through other comprehensive income
Fair value
31 March
2024
US$’m
2023
US$’m
Residual interest in the Naspers Limited group
–
206
Total investments at fair value through other comprehensive income
–
206
As at 31 March 2024, as a result of the removal of the cross-holding structure, Prosus does not own any Naspers N ordinary shares
(2023: Prosus held 217 552 704 Naspers N ordinary shares). The Naspers N ordinary shares were acquired as part of share-repurchase
programmes (announced in October 2020 and June 2022) and the voluntary share exchange transaction in August 2021.
Prosus’ interest in Naspers was accounted for, taking into consideration the cross-holding structure between Prosus and Naspers that
became effective simultaneously with the closing of the voluntary share exchange transaction.
The cross-holding structure mandated that Prosus waive all rights to all distributions (including dividend flows) from its Naspers shares
held, other than the portion attributable to the residual interest in the Naspers group (primarily Takealot, Media24 and corporate entities).
Based on this substance, the portion of Prosus interest in Naspers attributable to the residual interest in the Naspers group was
recognised as a financial asset at fair value through other comprehensive income (FVOCI).
The removal of the cross-holding structure resulted in the derecognition of the Naspers residual asset and the recognition of the minimal
investment in Naspers shares prior to the disposal of the shares on the market. The company derecognised US$211m of the Naspers
residual asset and recognised an investment in Naspers amounting to US$7m. The excess of the residual asset derecognised and the
Naspers shares of US$204m was recognised in the ‘Share premium’ in equity, representing the removal of the cross-holding structure with
no change in the equity structure of the group. The company received US$7m as a result of the sale of the N ordinary shares on the market.
5.
Related party transactions and balances
Amounts due from group companies
31 March
2024
US$’m
2023
US$’m
MIH Internet Holdings B.V.
7 798
2 615
PayU S.A.
–
1
Total amounts due from group companies
7 798
2 616
Less:
Non-current portion of amounts owing from group companies
(261)
(2 615)
Current portion of amounts due from group companies
7 537
1
Amounts due to group companies
31 March
2024
US$’m
2023
US$’m
iFood Holdings B.V.
–
5
MIH Internet Holdings B.V.
–
1
Total amounts due to group companies
–
6
Current positions due from or due to group companies are unsecured, denominated in various currencies, non-interest bearing and
repayable on demand. Accordingly, the effect of discounting on these loans is insignificant. The non-current loan is denominated
in US dollars, non-interest bearing and repayable on demand.
The measurement of the impairment loss allowance on these loans and receivables is based on the assessment of whether there has been
a significant increase in credit risk. Management has assessed that the credit risk of these loans and receivables is based on the credit
worthiness of the borrowers and their ability to repay the amounts owing. There has been no significant increase in the credit risk of the
borrowers during the financial year. Consequently, the impairment loss allowance is based on a 12-month expected credit loss model.
At 31 March 2024 and 2023, the impairment allowances related to loans to group companies were not significant on account of the loan
counterparties’ holdings of substantial highly-liquid marketable securities, and/or cash/short-term cash investment balances. These
holdings by the counterparties significantly exceed their obligations, excluding their liabilities towards the company, and accordingly
mitigate the credit risk arising from these loans.
Based on the principal activities of the company as a holding company, the transactions disclosed in the notes are related party
transactions. The financial statement impact and nature of the transactions are disclosed in the respective notes.
The company and its subsidiaries benefit from services of Naspers as a result of the shared corporate and governance structures.
The corporate costs for these services are included in note 21 of the consolidated financial statements. Post the listing of the company
in September 2019, all corporate costs and management fees are carried by the company’s indirect subsidiary, Prosus Services B.V.
As a result the company has not recognised any employee costs (refer to note 13) and revenue in the current year.
“The non-current amount due from MIH Internet Holdings B.V. in the amount of US$261m is unsecured and denominated in US dollar. The
company now provides MIH Internet Holdings B.V. with access to liquidity to fund its subsidiaries. All amounts drawn from the facility are
repayable in full by 31 March 2029.
The US dollar-denominated amount is non-interest bearing and repayable in full on or before 31 March 2029. It is therefore presented
as a non-current receivable. The outstanding US dollar amount is intended to be (partially) converted into equity once approved
by management. Refer to note 3.
During the year the company provided funding to MIH Internet Holdings B.V. for an amount of US$1.8bn, received a repayment
of US$572m and capitalised US$3.6bn (refer to note 3) of the loan balance. The funding was provided for future corporate transactions
and other general corporate purposes.
Dividend distribution
At the prior year annual general meeting, the shareholders approved the proposed capital distribution of 7 euro cents per listed ordinary
share N and the dividend distribution of 0.82040 euro cents per ordinary share A1. Holders of ordinary shares N could elect to receive
a dividend distribution instead of a capital distribution. 140 244 (2023: 67 034) ordinary shares N were unclaimed as of 31 March 2024.
The dividend distribution included US$83.71m (2023: US$81.6m) paid to Naspers.
Directors’ remuneration
Refer to note 42 of the consolidated financial statements for details of the Prosus group’s remuneration for directors and key management.
The group has not provided any personal loans, advances or guarantees to the executive and non-executive directors. Additional
information on the remuneration and share-based compensation of members of the board and the remuneration of key management
is disclosed in the remuneration report.
5 / 190
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
6.
Other receivables
31 March
2024
US$’m
2023
US$’m
Prepaid expenses
7
8
Other
2
37
9
45
7.
Short-term investments
The carrying values of short-term investments as at 31 March are shown below.
31 March
Weighted
average
interest rate
2024
US$’m
2023
US$’m
Deposits and money-market funds
5.56%
13 499
6 585
Reverse-repos
5.78%
103
–
Accrued interest income
204
124
13 806
6 709
The deposits, money-market funds and reverse-repos of US$13.60bn (2023: US$6.59bn) are mostly denominated in US dollar.
The above investments are cash investments with maturity dates (from the date of acquisition) of between three and 12 months and have
accordingly not been disclosed as part of cash and cash equivalents. They are part of the liquidity management strategy of the company.
The company provides cash to counter-parties for investment in these assets which generate interest and is then returned on maturity.
Short-term investments are classified as financial assets at amortised cost. Due to their short-term nature, the carrying values of these
investments are considered to be a reasonable approximation of their fair values. None of the company’s short-term investments were
past due or subject to significant impairment allowances as at 31 March 2024 and 31 March 2023.
The company is exposed to counterparty risk, liquidity risk, and market risk through these investments. To mitigate these risks, the
company only transacts with counterparties of high credit quality, monitors the market value of the investments, and diversifies its
investments. All short-term investments are held in the same currency as the company’s functional currency. Due to the nature
of short-term investments, there is an insignificant exposure to price risk.
Refer to note 18 for further information regarding the credit risk of short-term investments.
8.
Cash and cash equivalents
31 March
2024
US$’m
2023
US$’m
Cash at bank and on hand
812
8 046
Included in cash at bank and on hand is an amount of nil (2023: US$447m) which represents money-market investments held with major
banking groups and high-quality institutions that have AAA money market fund credit ratings from internationally recognised rating
agencies.
9.
Share capital and premium
31 March
2024
US$’m
2023
US$’m
Authorised
5 000 000 000 ordinary shares N of €0.05 each (2023: 5 000 000 000)
10 000 000 ordinary shares A1 of €0.05 each (2023: 10 000 000)
10 000 ordinary shares A2 of €50.00 each (2023: 10 000)
3 000 000 000 ordinary shares B of €0.05 each (2023: 3 000 000 000)
Issued and fully paid
2 577 417 975 ordinary shares N (2023: 2 003 817 745)
139
108
6 446 739 ordinary shares A1 (2023: 4 456 650)
1
1
2 869 537 584 ordinary shares B (2023: 1 128 507 756)
154
61
Share capital
294
170
Share premium
126 650
141 977
Treasury shares
(2 562)
(10 043)
Share capital and premium
124 382
132 104
Equity compensation plans administered by Naspers group share trusts hold 14 119 690 (2023: 5 975 966) of the ordinary shares N.
Voluntary share exchange transaction, the cross-holding structure and its cancellation
In August 2021 Prosus completed a voluntary share exchange transaction with Naspers shareholders. This offered Naspers shareholders
the opportunity to tender their existing Naspers N ordinary shares for newly issued Prosus ordinary shares N.
Since the completion of the voluntary share exchange transaction, Prosus’ interest in Naspers is accounted for based on the substance
of the transaction, taking into consideration the cross-holding agreement between Prosus and Naspers that became effective
simultaneously with the closing of the transaction. The cross-holding agreement was removed in September 2023.
The cross-holding agreement mandates that Prosus waives all rights to all distributions (including dividend flows) from its Naspers shares
held, other than the portion attributable to the residual interest in the Naspers group (primarily Takealot, Media24 and corporate entities).
Based on the substance of this cross-holding agreement, the portion of Prosus’ interest in Naspers attributable to the residual interest
in the Naspers group is recognised as a financial asset at fair value through other comprehensive income (FVOCI). The portion of the
interest in Naspers that relates to Prosus’ underlying investments is accounted for as a shareholder distribution. This is recognised
in equity in the ’share premium’. This portion of the transaction is therefore treated as a transaction with shareholders in contemplation
of a capital restructure.
As at 31 March 2023, Prosus held a 52.5% fully diluted interest representing a 52.7% economic interest in Naspers.
In September 2023, the group removed the cross-holding structure which was implemented by a number of transaction steps including
the share consolidation and disposal of the Naspers ordinary shares N held by Prosus. Prosus therefore no longer holds an interest
in Naspers and as a result the above accounting was unwound and the residual asset in Naspers was derecognised.
Refer to note 5 of the consolidated financial statements for further details on the accounting treatment of the removal of the cross-holding
structure.
5 / 191
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
9.
Share capital and premium
continued
Share-repurchase programme
Repurchase of Prosus ordinary shares N
As part of the repurchase programme, Prosus repurchased 165 373 009 (2023: 152 797 117) Prosus ordinary shares N for a total
consideration of US$7.2bn (2023: US$10.0bn).
The Prosus ordinary shares N acquired by the group are classified as treasury shares. These are recognised in ‘treasury shares’ on the
company statement of financial position as a component of share premium. The treasury shares were recognised at a cost of US$7.2bn
(2023: US$10.0bn). The group intends to cancel the Prosus shares repurchased in due course once the relevant approvals have been
obtained, so as to reduce its issued share capital.
Refer to note 5 of the consolidated financial statements for the accounting treatment for the open ended share-repurchase programme.
Treasury shares
The company holds a total of 83 236 979 ordinary shares N (2023: 152 797 117), or 3.23% (2023: 7.63%), of the gross number of ordinary
shares N in issue at 31 March 2024 as treasury shares. The group will hold these treasury shares until they are cancelled. For withholding
tax purposes for these shares repurchased, the company financial statements of Prosus N.V. are leading.
During the current year, the group cancelled 82 136 029 (2023: 69 825 860), ordinary shares N.
31 March
2024
Number of
shares
2023
Number of
shares
Movement in ordinary shares in issue during the year
Ordinary shares in issue at 1 April
3 136 782 151
3 206 608 011
Cancellation of ordinary shares N
(234 933 147)
(69 825 860)
Share capitalisation
Ordinary shares N issued to Prosus free-float shareholders
808 533 377
–
Ordinary shares A1 issued
1 990 089
–
Ordinary shares B issued to Naspers
1 741 029 828
–
Shares in issue at 31 March
5 453 402 298
3 136 782 151
Movement in ordinary shares N held as treasury shares during the year
Shares held as treasury shares at 1 April
152 797 117
69 825 860
Cancellation of ordinary shares N
(234 933 146)
(69 825 860)
Shares acquired under the share-repurchase programme
165 373 009
152 797 117
Shares held as treasury shares at 31 March
83 236 980
152 797 117
31 March
2024
US$’m
2023
US$’m
Share premium
Balance at 1 April
131 934
142 687
Share capital increase
1
(204)
(963)
Share capital decrease
1
100
865
Repurchase of own shares
2
(7 194)
(10 043)
Impact of the removal of the cross-holding structure
3
(561)
–
Cancellation of shares
13
4
Acquisition of Naspers shares representing a capital restructure
–
(616)
Balance at 31 March
124 088
131 934
1
On 27 November 2023, the company amended its articles of association that required it to make a capital repayment to shareholders of 7 euro cents per ordinary share N, by increasing the
nominal value of an ordinary share N from 5 euro cents to 12 euro cents. After the distribution, the company amended its articles of association by decreasing the nominal value of an ordinary
share N from 12 euro cents to 5 euro cents. On 23 August 2023, the company amended its articles of association that required it to make a capital repayment to shareholders of 7 euro cents
per ordinary share N. Subsequently the nominal value of an ordinary share N was increased from 5 euro cents to 12 euro cents. After the distribution, the company amended its articles
of association by decreasing the nominal value of an ordinary share N from 12 euro cents to 5 euro cents. Refer to ‘Distribution to shareholders’ for more information below.
2 Relates to the company’s share-repurchase programme described above.
3
This relates to the impact of the removal of the cross-holding structure (ie the capitalisation issue) as well as the reclassification to the statutory reserve for the conversion of the A1 shares issued.
As required by Article 29.3 of the company’s articles of association, each A1 share will be issued with a premium to be added to the conversion reserve.
Distribution to shareholders
At the annual general meeting on 23 August 2023, the shareholders approved the proposed capital distribution of 7 euro cents per listed
ordinary share N, a dividend distribution of 0.82040 euro cents per ordinary share A1 and a dividend distribution of 0.000007 euro cents
per ordinary share B. Holders of ordinary shares N could elect to receive a dividend distribution instead of a capital distribution.
On 27 November 2023 the dividend distribution/capital repayment was paid.
Voting and dividend rights
The company’s issued share capital at 31 March 2024 consists of 6 446 739 (2023: 4 456 650) ordinary shares A1,
2 869 537 584 (2023: 1 128 507 756) ordinary shares B and 2 577 417 975 (2023: 2 003 817 745) ordinary shares N.
The ordinary shares N are listed on the Euronext Amsterdam stock exchange with a secondary listing on the JSE and A2X markets,
on a poll, carry one vote per share. The ordinary shares A1 and B are not listed on a stock exchange and, on a poll, carry one vote per
share. The ordinary shares A1 automatically convert to ordinary shares A2 carrying 1 000 votes per share, if Naspers makes, or is
obliged to make, a filing with the Netherlands Authority for the Financial Markets that it ceases to be entitled to exercise at least 50% plus
one vote of the total number of voting rights that may be exercised at a general meeting.
In terms of the company’s articles of association, ordinary shareholders N are entitled to dividends. The dividends declared to ordinary
shareholders A are equal to one-fifth of the dividends to which Prosus free-float ordinary N shareholders are entitled. The dividends declared
to ordinary shareholders B are equal to one millionth of the dividends to which Prosus free-float ordinary shareholders N are entitled.
In respect of all other rights, the ordinary shares A rank pari passu with the ordinary shares N of the company.
Capital management, unissued shares and valuation reserve
Refer to notes 23 and 24 of the consolidated financial statements for the Prosus group’s capital management policy and more details
regarding the nature of the valuation reserve.
5 / 192
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
10.
Reconciliation between consolidated and company equity
Below is a reconciliation of the consolidated equity attributable to the shareholders of the company and the equity in the company
financial statements. The differences between total shareholders’ equity and total comprehensive income in the consolidated financial
statements and the company financial statements relate to the accounting of investments in subsidiaries at cost in the company financial
statements, related impairments, consolidated results of subsidiaries and equity-accounted earnings of the Prosus group’s associates and
joint ventures.
Reconciliation of consolidated income and equity attributable to shareholders of the
group to company income and equity attributable to owners of the company
2024
Equity
US$’m
2024
Profit/(loss)
US$’m
2023
Equity
US$’m
2023
Profit/(loss)
US$’m
Consolidated equity attributable to owners of the group
41 260
6 606
44 593
10 112
Reconciling items to consolidated equity attributable to owners
of the company
Share premium
102 432
–
102 962
–
Results from consolidation of subsidiaries, equity-accounted investments and
other movements
(53 550)
(5 282)
(50 021)
(5 912)
Other comprehensive income
2 610
–
1 929
–
Foreign currency translation reserve
2 934
–
1 990
–
Share-based compensation reserve
(4 427)
–
(3 844)
–
Business combination reserve
45 750
–
45 681
–
Company equity attributable to owners
137 009
1 324
143 290
4 200
The reconciling items for equity and income are further detailed below:
Reconciling item – movements in share premium
The share premium in the consolidated financial statements differs from the share premium in the company financial statements due
to the accounting for:
›
The share premium that arose on the formation of the Prosus group;
›
The capital repayments as part of annual shareholder distributions;
›
The share exchange transaction;
›
The purchase of Naspers Limited shares as part of the share-repurchase programme; and
›
The removal of the cross-holding structure.
Share premium on formation of the group
The difference in share premium is as a result of the restructuring on formation of the Prosus group in 2019, particularly the acquisition
of MIH Services FZ LLC that held Naspers’ investment in Tencent Holdings Limited. The acquisition in the company financial statements
was recognised at fair value. In the consolidated financial statements this was accounted for as a common control transaction recognised
at the carrying value of Naspers consolidated financial statements in terms of the principles of predecessor accounting.
Capital repayments as part of annual shareholder distributions
Capital repayments in the company financial statements are recognised as a decrease in share premium. This differs from the
consolidated financial statements (through retained earnings) due to the differences in share premium that arose on formation
of the group.
The share exchange transaction
The share exchange transaction in the company financial statements is accounted for as an increase in share capital and premium with
a subsequent decrease in share premium of US$38.25bn as a result of the capital restructure. In the consolidated financial statements,
the capital restructure was recognised as a decrease in the ‘existing business combination reserve.’
The purchase of Naspers shares
In June 2022, as part of the share-repurchase programme, the company purchased 4 152 285 Naspers N ordinary shares for a total
consideration of US$625m during the current year. The accounting for these shares purchased takes into consideration the existing
cross-holding agreement that was effective from the date of the share exchange transaction. The portion of this consideration paid that
represents a capital restructure amounting to US$615m was recognised as a decrease in ‘share premium.’ In the consolidated financial
statements, the capital restructure was recognised as a decrease in the ‘existing business combination reserve’.
The removal of the cross-holding structure
In September 2023, the group removed the cross-holding structure which was implemented by a number of transaction steps including
the share consolidation and disposal of the Naspers ordinary shares N held by Prosus. The removal of the cross-holding structure resulted
in the derecognition of the Naspers residual asset and the recognition of the minimal investment in Naspers shares prior to the disposal
of the shares on the market. The company derecognised US$211m of the Naspers residual asset and recognised an investment
in Naspers amounting to US$7m. The excess of the residual asset derecognised and the Naspers shares of US$204m was recognised
in the ‘share premium’ in equity representing the removal of the cross-holding structure with no change in the equity structure of the
group. In the consolidated financial statements, the excess was recognised in the ‘existing business combination reserve’ in equity.
Reconciling item – Results from consolidation of subsidiaries, equity-accounted
investments and other movements
The results from consolidation of subsidiaries, associates and joint ventures includes the impact of consolidating results from the group’s
investments as well as the impact of the restructuring that occurred upon formation of the Prosus group.
The company’s total net profit for the year of US$1.3bn (2023: net profit US$4.2bn) is lower compared to the group’s total profit for the
year of US$6.6bn (2023: US$10.0bn) in the consolidated financial statements. This is due to the consolidated profits from subsidiaries and
the equity-accounted earnings from associates and joint ventures.
Reconciling item – Other comprehensive income
The consolidated financial statements’ other comprehensive income’ includes net fair value gains and losses from the Prosus group’s
investments at fair value through other comprehensive income as well as the Prosus group’s share of equity-accounted investment’s share
of other comprehensive income and changes in net asset value. The company’s gains or losses in other comprehensive income relates
primarily to the residual interest in Naspers. Refer to note 4.
Reconciling item – Foreign currency translation reserve
The consolidated financial statements include the translation of the consolidated results of the foreign operations of the Prosus group’s
subsidiaries and the equity-accounted associates and joint ventures which are not recognised in the company financial statements.
Reconciling item – Share-based compensation reserve
The consolidated financial statements include the expenses and accumulated reserves related to Prosus group’s share-based
compensation plans which are not recognised in the company financial statements.
Reconciling item – Business combination reserve
The consolidated financial statements include common control transactions, and the recognition and subsequent measurement of written
put option liabilities related to the Prosus group’s transactions with non-controlling shareholders which are not recognised in the company
financial statements.
5 / 193
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
11. Long-term liabilities
Long-term
liabilities
Current
portion
Total
liabilities
Long-term
liabilities
Current
portion
Total
liabilities
2024
US$’m
2023
US$’m
Interest-bearing:
Loans and other liabilities
15 236
125
15 361
15 253
124
15 377
Total liabilities
15 236
125
15 361
15 253
124
15 377
Interest-bearing: Loans and other liabilities
31 March
Currency
of the
year-end
balance
Year of final
repayment
Interest
payments
Weighted
average
year-end
interest rates
2024
US$’m
2023
US$’m
Unsecured
1
Publicly traded bond
2
US$
2025
Semi-annual
5.50%
225
225
Publicly traded bond
2
US$
2027
Semi-annual
4.85%
614
614
Publicly traded bond
US$
2030
Semi-annual
3.68%
1 250
1 250
Publicly traded bond
3
EUR
2028
Annual
1.54%
917
921
Publicly traded bond
4
EUR
2032
Annual
2.03%
810
813
Publicly traded bond
US$
2050
Semi-annual
4.03%
1 000
1 000
Publicly traded bond
US$
2051
Semi-annual
3.83%
1 500
1 500
Publicly traded bond
US$
2031
Semi-annual
3.06%
1 850
1 850
Publicly traded bond
5
EUR
2029
Annual
1.29%
1 080
1 084
Publicly traded bond
5
EUR
2033
Annual
1.99%
918
921
Publicly traded bond
US$
2027
Semi-annual
3.26%
1 000
1 000
Publicly traded bond
US$
2032
Semi-annual
4.19%
1 000
1 000
Publicly traded bond
US$
2052
Semi-annual
4.99%
1 250
1 250
Publicly traded bond
6
EUR
2026
Annual
1.21%
539
543
Publicly traded bond
6
EUR
2030
Annual
2.09%
648
650
Publicly traded bond
6
EUR
2034
Annual
2.78%
701
705
Total facilities
15 302
15 326
Unamortised loan costs
(78)
(87)
Premium on euro bonds
3, 4
12
14
Accrued interest
125
124
15 361
15 377
1
The publicly traded bonds are listed on the Irish Stock Exchange (Euronext Dublin).
2
The bonds maturing in 2025 and 2027 are guaranteed by Naspers Limited.
3
The bond maturing in 2028 was issued in two tranches. The second tranche was issued at an issue price of 102.381% (plus €1.9m representing 127-days accrued interest in respect of the period
from, and including, 3 August 2020), resulting in a premium of €8.3m which is included in the fair value of the bond at initial recognition and is subsequently released over the term of the bond.
4
The bond maturing in 2032 was issued in two tranches. The second tranche was issued at an issue price of 103.020% (plus €1.8m representing 127-days accrued interest in respect of the period
from, and including, 3 August 2020), resulting in a premium of €7.6m which is included in the fair value of the bond at initial recognition and is subsequently released over the term of the bond.
5
Interest on the bonds maturing in 2029 and 2033 is payable annually (in July).
6
Interest on the euro bonds maturing in 2026, 2030 and 2034 is payable annually (in January).
Reconciliation of liabilities arising from financing activities
Interest-bearing liabilities
2024
US$’m
2023
US$’m
Balance at 1 April
15 379
15 492
Premium on issued long-term liabilities
(2)
(2)
Foreign exchange translation
(24)
(116)
Interest accrued
482
469
Deferred issuing costs
–
(4)
Amortisation of issuing costs
9
9
Interest paid
(483)
(469)
Balance at 31 March
15 361
15 379
Less:
Current portion
(125)
(124)
Non-current liabilities
15 236
15 255
12.
Accrued expenses and other current liabilities
31 March
2024
US$’m
2023
US$’m
Acquisition of Prosus shares
1
57
78
Other
–
4
57
82
1 Relates to the share-repurchase programme. Refer to note 9.
13.
Expenses by nature
Selling, general and administrative expenses include the following items:
31 March
2024
US$’m
2023
US$’m
Other purchases and expenses
3
5
Total expenses
3
5
As at 31 March 2024, the company had no permanent employees (2023: nil).
Auditor’s remuneration is disclosed in note 14 of the consolidated financial statements.
5 / 194
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
14. Dividend income
31 March
2024
US$’m
2023
US$’m
Dividends received from MIH Internet Holdings B.V.
1
926
4 226
Dividend Income
926
4 226
1
MIH Internet Holdings B.V. declared dividends to the company which consisted of the annual dividend received from Tencent of US$758.5m (2023: US$565.5m), a dividend related to upstream
dividends in the group of US$164.8m and a cash dividend of US$2.5m. The prior year includes the proceeds from the sale of its 4.21% Investment in JD.com of US$3.7bn which was received
as a dividend in specie from Tencent.
15. Finance costs/income
31 March
2024
US$’m
2023
US$’m
Interest income
Loans and bank accounts
878
454
878
454
Interest expense
Loans and bank accounts
(499)
(497)
(499)
(497)
Other finance income/(costs) – net
Foreign exchange gains/(losses) on translation of assets and liabilities
5
(55)
Fair value gains on derivatives and other financial instruments
17
77
22
22
Finance income/(costs) – net
401
(21)
16. Taxation
31 March
2024
US$’m
2023
US$’m
Current taxation
–
–
Current year
–
–
Income tax credit per statement of comprehensive income
–
–
Reconciliation of taxation
Profit before taxation
1 324
4 200
Taxation at statutory rate of 25.00% (2023: 25.00%)
(342)
(1 084)
Adjusted for:
Non-deductible expenses
1
–
(13)
Non-taxable income
1
245
1 090
Unrecognised tax losses of the company
2
7
Unrecognised tax losses of other companies in the fiscal unity
95
–
Income tax credit per statement of comprehensive income
–
–
1
Non-deductible expenses relate primarily to the interest and early redemption paid on bonds. In the prior year these mainly concerned the negative fair value remeasurement of derivative
financial instruments. The non-taxable income relates primarily to dividend income.
As at 31 March 2024, the company is the head of a fiscal unity comprising a number of group subsidiaries for Dutch corporate income
tax purposes.
In terms of Dutch tax law
(Invorderingswet)
, the members of the fiscal unity are jointly and severally liable for the payment of any Dutch
corporate income tax liability of the fiscal unity. The company is responsible for payments to the tax authorities (if any). As from 1 January
2022, the tax law has been amended, tax losses carried forward can only be offset against 50% of the taxable profit and this loss
limitation rules also apply for pre-2022 losses. For the year ended 31 March 2024 the fiscal unity did not have a corporate income tax
liability and it has sufficient carry forward losses available to partly offset (future) taxable income.
Tax on profit before taxation is calculated based on the fiscal unity’s profit before tax taking into account losses available for set-off from
previous financial years (to the extent that they have not expired), the exempt profit components and the addition of non-deductible costs.
The Dutch corporate income tax charge is calculated by applying the corporate income tax rate during this financial year of 25.8%
(2023: 25.8%) to the fiscal profit of the company. Furthermore, as head of the fiscal unity for corporate income tax purposes, the company
reflects the recharges of the calculated tax of other participating entities in the fiscal unity.
As of 31 March 2024 the company has tax losses which indefinitely being carried forward, available for partly set-off against future profits
of approximately US$4.0bn (2023: US$4.3bn) and unrecognised deferred tax assets based on gross total of interest carried forward
of US$703m (2023: US$225m).
This amount is based on the assessment received from the Dutch tax authorities for the years up to and including 2019/2020, the filed
2020/2021 and 2021/2022 corporate income tax returns, the draft 2022/2023 corporate income tax return and management’s best
estimate of the 2023/2024 corporate income tax position.
As it is not considered probable that the company and/or the fiscal unity which it forms with its group subsidiaries will generate taxable
income in the future, no deferred tax asset for carry forward losses has been recognised.
5 / 195
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
17.
Cash generated from operations
31 March
2024
US$’m
2023
US$’m
Profit before taxation per statement of comprehensive income
1 324
4 200
Adjustments:
Non-cash and other
(398)
24
Finance costs – net
(398)
21
Other
–
3
926
4 224
Working capital
(3)
(18)
Cash movement in other receivables
1
3
Cash movement in trade payables and accruals
(4)
(21)
Cash generated from operations
923
4 206
18.
Financial risk management
Foreign exchange risk
Refer to note 40 of the consolidated financial statements for the Prosus group’s foreign exchange risks policy.
Following the acquisition of the Prosus group’s interests in Delivery Hero SE during the 2018 financial year, the group elected to hedge
the foreign exchange risk resulting from the difference between the functional currency of Delivery Hero (EUR) and the currency of the
funding incurred to acquire the investment (US$). To hedge the exposure to the foreign currency translation risk arising on translation
of the Prosus group’s euro-denominated equity-accounted investment at a consolidated level, the company entered into a cross-currency
interest rate swap agreement. The cross-currency interest rate swap agreement has been designated as a hedge of the net investment
in Delivery Hero SE in the consolidated financial statements.
In July 2021 the company issued US$1.85bn 3.061% notes due in 2031, EUR1.0bn 1.288% notes due in 2029 and EUR850m 1.985% notes
due in 2033 (the bonds). The purpose of the offerings was to raise proceeds for general corporate purposes, including debt refinancing,
which took the form of a tender offer made in relation to its bonds maturing in 2025 and 2027. Part of the notes due in 2025 was linked
to a cross-currency interest rate swap (the swap). Due to the part settlement of the 2025 bond notes, the company partly settled the swap
related to the portion of the bond notes that were settled. The repayment of the swap amounted to US$20m in July 2021, representing
the fair value of the portion settled at that date.
From 1 April 2022 the group designated EUR2.0bn of the euro bonds as a hedge of the net investment in Delivery Hero SE in the
consolidated financial statements. In March 2023, the group fully settled the swap resulting in a cash receipt of US$13.4m. Subsequent
to the settlement the group designated an additional EUR200m of the euro bond maturing in 2033 as a hedge of the net investment
in Delivery Hero SE in the consolidated financial statements. The group therefore designated a total of EUR2.2bn of the euro bonds
as a hedge of the net investment in Delivery Hero SE in the consolidated financial statements.
During the current year, the hedge of this net investment in Delivery Hero SE was ineffective. The impairment of the investment decreased
its carrying value and the decrease in the group’s share of the net asset value of the associate resulted in reduced foreign currency
exposure. The group therefore has not applied hedge accounting for the net investment in Delivery Hero SE in the current year.
Foreign currency sensitivity analysis
The company’s functional currency is the US dollar but the company is also exposed to the euro through loan receivables that are
denominated in euro.
The sensitivity analysis below details the company’s sensitivity to a 10% increase (2023: 10% increase) in the US dollar against the euro.
These percentage decreases represent management’s assessment of the possible changes in the foreign exchange rates at the
respective year-ends. The sensitivity analysis includes only outstanding foreign currency denominated monetary items, derivative financial
instruments and adjustments to translation at the period-end for the above percentage change in foreign currency rates.
A 10% increase (2023: 10% increase) of the US dollar against the euro would result in an increase in net profit after tax of US$503m
(2023: US$285m increase in net profit after tax).
Credit risk
The company has a loan to its subsidiary. The maximum potential exposure to credit risk for the loan is its carrying amounts. As the
amount owing are due by a group company, the impairment assessment for these related party receivables takes into account the
default of the Naspers group on external debt (being the ultimate holding company able to repay debt on behalf of group companies)
as well as the existence of collateral, letters of support by group companies and budgets and forecasts of group companies. As at
31 March 2024 and 31 March 2023 no impairment losses were recognised for amounts owing from group companies.
Refer to note 23 of the consolidated financial statements for details regarding the Prosus group’s capital management policies.
Guarantees
The company has provided a guarantee for the payment obligations of OLX Group GmbH under a lease agreement, amounting
to US$27.1m (2023: US$27.2m) for the period of the lease. The guarantee expires on 06 June 2029.
The maximum potential exposure to credit risk for the lease amounts to US$27.1m (2023: US$27.2m). The expected credit losses for these
guarantees are not material. The company has issued a declaration of joint and several liabilities for Prosus Services B.V. in accordance
with article 403 of Book 2 of the Dutch Civil Code.
Liquidity risk
Carrying
value
US$’m
Contractual
cash flows
US$’m
0 - 12 months
US$’m
1 - 5 years
US$’m
5 years +
US$’m
31 March 2024
Non-derivative financial liabilities
Interest-bearing: long-term liabilities
(15 361)
(21 729)
(478)
(5 034)
(16 217)
Accrued expenses and other current liabilities
(57)
(57)
(57)
–
–
Derivative financial assets/(liabilities)
Forward exchange contracts – inflow
–
27
27
–
–
Forward exchange contracts – outflow
–
(27)
(27)
–
–
31 March 2023
Non-derivative financial liabilities
Interest-bearing: Long-term liabilities
(15 379)
(22 168)
(475)
(4 189)
(17 504)
Accrued expenses and other current liabilities
(89)
(89)
(89)
–
–
Derivative financial assets/(liabilities)
Forward exchange contracts – inflow
5
215
215
–
–
Forward exchange contracts – outflow
(1)
(211)
(211)
–
–
5 / 196
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
18.
Financial risk management
continued
Revolving credit facility
The company has an undrawn multicurrency revolving credit facility (RCF) of US$2.5bn which matures in March 2029. The RCF is undrawn.
Loans drawn under the facility bears interest at the respective currency term reference rate (eg EURIBOR for EUR), or compounded
reference rate (eg a secured overnight financing rate (SOFR) for US dollar) plus a variable mark-up based on credit rating varying
between 0.65% and 1.10% (currently 0.80%) before commitment and utilisation fees. The company has specific financial covenants
in place to govern its RCF, all of which were complied with during the reporting period. These financial covenants are linked to various
financial metrics including the ratio of the group’s debt to the value of its investment portfolio.
The upfront facility and arrangement fees paid in respect of the RCF are amortised over the period of the facility. The borrower
is obligated to pay a commitment fee equal to 35% of the applicable margin under the RCF. The undrawn balance of the RCF
is available to fund future investments and development expenditure by the group. Since the RCF has been fully repaid for a number
of years and remain available at the balance sheet date, the facility and arrangement fees have been included in the prepayments and
other receivables.
31 March
2024
US$’m
2023
US$’m
Facility arrangement fees
Fees related to the RCF
13
64
Accumulated amortisation of fees
(6)
(56)
7
8
Interest rate risk
Refer to note 40 of the consolidated financial statements for the Prosus group’s interest rate risks policy.
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivative and non-derivative
instruments at the statement of financial position date and the stipulated change taking place at the beginning of the next financial year
and held constant throughout the reporting period in the case of instruments that have floating rates. The company is mainly exposed
to interest rate fluctuations of the American and European repo rates. The following changes in the repo rates represent management’s
assessment of the possible change in interest rates at the respective year-ends:
European repo rate: increases by 200 basis points (2023: increases by 100 basis points).
American and European Interbank rates: increases by 200 basis points each (2023: increases by 100 basis points each).
Interest rate sensitivity analysis
If interest rates change as stipulated above and all other variables were held constant, specifically foreign exchange rates, the
company’s profit after tax for the year ended 31 March 2024 would increase by US$286m (2023: US$nil).
19.
Fair value of financial instruments
The carrying values, net gains or losses recognised in profit or loss, impairment, total interest income and total interest expense per class
of financial instrument are as follows:
31 March 2024
Carrying
value
US$’m
Net gains/(losses)
recognised in
profit or loss
US$’m
Impairment
US$’m
Total interest
income
US$’m
Total interest
expense
US$’m
Assets
Amounts due from group companies
7 797
1
–
51
–
Other receivables
2
–
–
–
–
Short-term investments
13 806
6
–
826
7
Cash and cash equivalents
812
(3)
–
10
3
Total
22 417
4
–
887
10
Liabilities
Long-term liabilities
15 361
24
–
–
489
Accrued expenses and other current liabilities
183
1
–
–
–
Total
15 544
25
–
–
489
The carrying values, net gains or losses recognised in profit or loss, total interest income, total interest expense and impairment of each
class of financial instrument are as follows:
31 March 2023
Carrying
value
US$’m
Net gains/(losses)
recognised in
profit or loss
US$’m
Impairment
US$’m
Total interest
income
US$’m
Total interest
expense
US$’m
Assets
Amounts due from group companies
2 616
(48)
–
51
–
Investments at fair value through other
comprehensive income
206
–
–
–
–
Derivative financial instruments
5
–
–
–
–
Other receivables
45
–
–
–
–
Short-term investments
6 709
(42)
–
160
5
Cash and cash equivalents
8 046
(28)
–
243
7
Total
17 627
(118)
–
454
12
Liabilities
Long-term liabilities
15 377
115
–
–
478
Derivative financial instruments
1
–
–
5
–
Amounts due to group companies
6
3
–
–
–
Accrued expenses and other current liabilities
211
(3)
–
–
–
Amounts due to tax authorities
59
–
–
–
–
Total
15 654
115
–
5
478
5 / 197
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
19.
Fair value of financial instruments
continued
The carrying values of all financial instruments, apart from those disclosed below, are considered to be a reasonable approximation
of their fair values.
The fair values of the following instruments that are not measured at fair value have been disclosed as their carrying values are not
a reasonable approximation of fair value:
Financial liabilities
Carrying
value
US$’m
Fair value
US$’m
Level 1
US$’m
Level 2
US$’m
Level 3
US$’m
31 March 2024
Publicly traded bonds
15 361
12 448
–
12 448
–
31 March 2023
Publicly traded bonds
15 377
12 009
–
12 009
–
The fair values of the publicly traded bonds have been determined with reference to the listed prices of the instruments at the reporting
date. As the instruments are not actively traded, this is a level 2 disclosure. Refer to note 41 of the consolidated financial statements for
the valuation techniques and inputs used in the fair value measurement.
The publicly traded bonds are listed on the Irish Stock Exchange (Euronext Dublin). The company categorises fair value measurements
into levels 1 to 3 of the fair value hierarchy based on the degree to which the inputs used in measuring fair value are observable. Refer
to note 41 of the consolidated financial statements for details of valuation techniques and key inputs used to measure significant level
2 fair values.
There were no financial instruments measured at fair value as at 31 March 2024. The company however had financial instruments that
were measured at fair value as at 31 March 2023 which were categorised as follows:
Asset/(liability)
Fair
value
US$’m
Fair value
US$’m
Level 1
US$’m
Level 2
US$’m
Level 3
US$’m
Financial assets at fair value through other comprehensive income
1
206
–
–
–
206
Foreign exchange contracts
5
–
–
5
–
Cash and cash equivalents
2
447
–
–
447
–
1
Relates to the fair value of the residual interest in the Naspers group. Refer to note 5 in the consolidated financial statements for details of the measurement.
2
Relates to short-term bank deposits which are money market funds held with major banking groups and high-quality institutions that have AAA money market fund credit ratings from
internationally recognised rating agencies.
20. Subsequent events
Refer to note 44 of the consolidated financial statements for the subsequent events of the Prosus group.
21.
Proposal for profit allocation
The board recommends that shareholders receive a distribution of 10 euro cents per share, which currently represents an increase
of approximately 43% for free-float shareholders. Holders of ordinary shares B and ordinary shares A1 will receive an amount per share
equal to their economic entitlement as set out in the articles of association. Furthermore, the board recommends that those holders
of ordinary shares N as at 1 November 2024 (the dividend record date) who do not wish to receive a capital repayment, can choose
to receive a dividend instead. A choice for one option implies an opt-out from the other. If confirmed by shareholders at the annual
general meeting on 21 August 2024, elections to receive a dividend instead of a capital repayment will need to be made by holders
of ordinary shares N by 18 November 2024.
Capital repayments and dividends will be payable to shareholders recorded in our books on the dividend record date and paid
on 26 November 2024. Capital repayments will be paid from qualifying share capital for Dutch tax purposes. No dividend withholding
tax will be withheld on the amounts of capital reductions paid to shareholders. However, if holders of ordinary shares N rather elect
to receive a dividend from retained earnings, dividends will be subject to the Dutch dividend withholding tax rate of 15%.
Dividends payable to holders of ordinary shares N who elect to receive a dividend and who hold their listed ordinary shares N through
the listing of the company on the JSE will, in addition to the 15% Dutch dividend withholding tax, be subject to South African dividend tax
at a rate of up to 20%. The amount of additional South African dividend tax will be calculated by deducting from the 20%, a rebate equal
to the Dutch dividend tax paid in respect of the dividend (without right of recovery). Shareholders holding their listed ordinary
shares N through the listing of the company on the JSE, unless exempt from paying South African dividend tax or entitled to a reduced
withholding tax rate in terms of an applicable tax treaty, will be subject to a maximum of 20% South African dividend tax.
Amsterdam, 22 June 2024.
Executive directors
V Sgourdos
JP Bekker
FLN Letele
HJ du Toit
D Meyer
S Dubey
R Oliveira de Lima
CL Enenstein
SJZ Pacak
M Girotra
MR Sorour
RCC Jafta
JDT Stofberg
AGZ Kemna
Y Xu
5 / 198
Notes to the company financial statements
for the year ended 31 March 2024
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
We have great confidence in Tencent’s long-term
prospects and the execution of the buyback programme
will result in the group increasing net asset value
per share.
Prosus and Naspers unwound the cross-holding
structure, allowing the ongoing repurchase programme
to continue.
Value creation for the group:
US$30bn
Repurchased a total value of
>US$7.1bn
(FY23: >US$10.5bn)
1
Prosus shares
Increase in NAV per share for shareholders
8.2%
since the beginning of the repurchase
programme
2
1 Repurchased 165.4 million Prosus shares (FY23: 152.8 million Prosus shares).
2
Value created for the group based on the impact of the discount narrowing and the
total value of the NAV per share increase after applying the current discount.
Other information
In this section we provide a full glossary and key information and dates for shareholders.
Returning value to
shareholders
Proposed dividend of:
10 euro cents
per ordinary share N
6 / 199
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Reconciliation of financial alternative performance measures
Reconciliation of financial alternative performance measures
for the year ended 31 March 2024
Growth in local currency, excluding acquisitions and disposals
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Consolidated revenue
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F
1
G
2
H
3
IFRS
US$‘m
Group
composition
disposal
adjustment
US$‘m
Group
composition
acquisition
adjustment
US$‘m
Foreign
currency
adjustment
US$‘m
Local
currency
growth
US$‘m
IFRS
US$‘m
Local
currency
growth
% change
IFRS
% change
Ecommerce
4 947
(235)
(194)
34
915
5 467
19
11
– Classifieds
519
—
17
33
138
707
27
36
OLX Europe
441
—
—
36
133
610
30
38
OLX South Africa
45
—
—
(5)
6
46
13
2
Other
33
—
17
2
(1)
51
– Payments and Fintech
903
(8)
1
(134)
344
1 106
38
22
Core PSP
790
(6)
1
(135)
325
975
41
23
PayU India
399
—
—
(12)
57
444
14
11
Total GPO
4
393
(7)
1
(122)
268
533
69
36
GPO
293
(7)
1
(21)
59
325
21
11
Iyzico
85
—
—
(101)
202
186
>100
>100
Other
15
—
—
—
7
22
Other
(2)
1
—
(1)
—
(2)
India credit
83
—
—
(2)
26
107
31
29
Other
30
(2)
—
3
(7)
24
– Food Delivery
1 371
(218)
(234)
55
248
1 222
22
(11)
iFood
1 371
(218)
(234)
55
248
1 222
22
(11)
Core Food
1 231
(220)
(216)
50
244
1 089
24
(12)
Extensions
140
2
(18)
5
4
133
3
(5)
– Edtech
134
—
—
2
12
148
9
10
GoodHabitz
40
—
—
2
8
50
20
25
Stack Overflow
94
—
—
—
4
98
4
4
– Etail
1 928
17
22
76
163
2 206
8
14
eMAG
1 928
17
22
76
163
2 206
8
14
Sameday
174
—
—
—
56
230
32
32
Extensions
142
15
22
14
30
223
19
57
Other
1 612
2
—
62
77
1 753
– Other
92
(26)
—
2
10
78
15
(15)
Corporate segment
—
—
—
—
—
—
—
—
Intersegmental
—
—
—
—
—
—
—
—
Group consolidated
4 947
(235)
(194)
34
915
5 467
19
11
1 A + B + C + D + E.
2 [E/(A + B)] x 100.
3 [(F/A) – 1] x 100.
4 GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Economic-interest revenue
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F
2
G
3
H
4
IFRS
1
US$‘m
Group
composition
disposal
adjustment
US$‘m
Group
composition
acquisition
adjustment
US$‘m
Foreign
currency
adjustment
US$‘m
Local
currency
growth
US$‘m
IFRS
1
US$‘m
Local
currency
growth
% change
IFRS
% change
Ecommerce
9 124
(454)
109
132
1 438
10 349
17
13
– Classifieds
755
(4)
17
37
146
951
19
26
– Payments and Fintech
1 052
(21)
2
(133)
405
1 305
39
24
– Food Delivery
4 203
(271)
47
157
728
4 864
19
16
– Edtech
545
(141)
10
2
28
444
7
(19)
– Etail
1 953
12
23
77
164
2 229
8
14
– Other
616
(29)
10
(8)
(33)
556
(6)
(10)
Social and internet platforms
22 269
(1 945)
—
(927)
1 998
21 395
10
(4)
– Tencent
22 269
(1 945)
—
(927)
1 998
21 395
10
(4)
Corporate segment
—
—
—
—
—
—
—
—
Intersegmental
—
—
—
—
—
—
—
—
Group economic interest
31 393
(2 399)
109
(795)
3 436
31 744
12
1
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E.
3 [E/(A + B)] x 100.
4 [(F/A) – 1] x 100.
6 / 200
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Reconciliation of financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Growth in local currency, excluding acquisitions and disposals
continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Consolidated trading profit
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F
1
G
2
H
3
IFRS
US$‘m
Group
composition
disposal
adjustment
US$‘m
Group
composition
acquisition
adjustment
US$‘m
Foreign
currency
adjustment
US$‘m
Local
currency
growth
US$‘m
IFRS
US$‘m
Local
currency
growth
% change
IFRS
% change
Ecommerce
(413)
21
(2)
3
429
38
>100
>100
– Classifieds
56
—
1
13
102
172
>100
>100
OLX Europe
68
—
—
18
90
176
>100
>100
OLX South Africa
26
—
—
(3)
4
27
15
4
Other
(38)
—
1
(2)
8
(31)
– Payments and Fintech
(83)
—
(1)
(14)
67
(31)
81
63
Core PSP
(2)
—
(1)
(16)
38
19
>100
>100
PayU India
11
—
—
1
(24)
(12)
(>100)
(>100)
Total GPO
4
(14)
—
(1)
(16)
62
31
>100
>100
GPO
(21)
—
(1)
(9)
46
15
>100
>100
Iyzico
8
—
—
(7)
16
17
>100
>100
Other
(1)
—
—
—
—
(1)
Other
1
—
—
(1)
—
—
India credit
(10)
—
—
1
(11)
(20)
(>100)
(>100)
Other
(71)
—
—
1
40
(30)
– Food Delivery
(106)
4
—
5
164
67
>100
>100
iFood
(65)
4
—
5
152
96
>100
>100
Core Food
94
20
—
9
137
260
>100
>100
Extensions
(159)
(16)
—
(4)
15
(164)
9
(3)
Other
(41)
—
—
—
12
(29)
– Etail
(61)
(1)
(1)
1
27
(35)
44
43
eMAG
(52)
(1)
(1)
1
27
(26)
51
50
Sameday
(16)
—
—
1
9
(6)
56
63
Extensions
(46)
(1)
(1)
(3)
7
(44)
15
4
Other
10
—
—
3
11
24
Other
(9)
—
—
—
—
(9)
– Edtech
(131)
—
—
—
33
(98)
25
25
GoodHabitz
(16)
—
—
—
8
(8)
50
50
Stack Overflow
(84)
—
—
(1)
28
(57)
33
32
Other
(31)
—
—
1
(3)
(33)
– Other
(88)
18
(1)
(2)
36
(37)
51
58
Corporate segment
(173)
—
—
—
17
(156)
10
10
Group consolidated
(586)
21
(2)
3
446
(118)
79
80
1 A + B + C + D + E.
2 [E/(A + B)] x 100.
3 [(F/A) – 1] x 100.
4 Includes GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Economic-interest trading profit
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F
2
G
3
H
4
IFRS
1
US$‘m
Group
composition
disposal
adjustment
US$‘m
Group
composition
acquisition
adjustment
US$‘m
Foreign
currency
adjustment
US$‘m
Local
currency
growth
US$‘m
IFRS
1
US$‘m
Local
currency
growth
% change
IFRS
% change
Ecommerce
(1 306)
164
(13)
4
876
(275)
77
79
– Classifieds
47
1
1
14
124
187
>100
>100
– Payments and Fintech
(116)
3
(2)
(13)
69
(59)
61
49
– Food Delivery
(649)
35
(14)
4
466
(158)
76
76
– Edtech
(258)
106
5
—
67
(80)
44
69
– Etail
(63)
(1)
(1)
1
28
(36)
44
43
– Other
(267)
20
(2)
(2)
122
(129)
49
52
Social and internet platforms
5 085
(441)
—
(260)
1 845
6 229
40
22
– Tencent
5 085
(441)
—
(260)
1 845
6 229
40
22
Corporate segment
(173)
—
—
—
17
(156)
10
10
Group economic interest
3 606
(277)
(13)
(256)
2 738
5 798
82
61
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E.
3 [E/(A + B)] x 100.
4 [(F/A) – 1] x 100.
6 / 201
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Reconciliation of financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Growth in local currency, excluding acquisitions and disposals
continued
The group applies certain adjustments to segmental revenue and trading profit reported to present the growth in such metrics in local
currency and excluding the effects of changes in the composition of the group. Such underlying adjustments provide a view of the
company‘s underlying financial performance that management believes is more comparable between periods by removing the impact
of changes in foreign exchange rates and changes in the composition of the group on its results. Such adjustments are referred to herein
as ‘growth in local currency, excluding acquisitions and disposals‘. The group applies the following methodology in calculating growth
in local currency, excluding acquisitions and disposals:
›
Foreign exchange/constant currency adjustments have been calculated by adjusting the current period‘s results to the prior
period‘s average foreign exchange rates, determined as the average of the monthly exchange rates for that period. The
local currency financial information quoted is calculated as the constant currency results, arrived at using the methodology
outlined above, compared to the prior period‘s actual IFRS results. The relevant average exchange rates (relative to the
US dollar) used for the group‘s most significant functional currencies, were:
31 March 2024
31 March 2023
Average
rate
Closing
rate
Average
rate
Closing
rate
Currency (1FC = US$)
South African rand (ZAR)
0.0533
0.0528
0.0583
0.0562
Euro (EUR)
1.0827
1.0794
1.0415
1.0841
Chinese yuan renminbi (RMB)
0.1393
0.1385
0.1453
0.1456
Brazilian real (BRL)
0.2024
0.1994
0.1943
0.1975
Indian rupee (INR)
0.0121
0.0120
0.0124
0.0122
Polish zloty (PLN)
0.2445
0.2514
0.2213
0.2317
Romanian lei (RON)
0.2183
0.2172
0.2114
0.2191
Turkish Lira (YTL)
0.0366
0.0308
0.0557
0.0521
British pound sterling (GBP)
1.2568
1.2623
1.2036
1.2335
›
Adjustments made for changes in the composition of the group relate to acquisitions, mergers and disposals of subsidiaries and
equity-accounted investments, as well as to changes in the group‘s shareholding in its equity-accounted investments. For acquisitions,
adjustments are made to remove the revenue and trading profit/(loss) of the acquired entity from the current reporting period and,
in subsequent reporting periods, to ensure that the current reporting period and the comparative reporting period contain revenue and
trading profit/(loss) information relating to the same number of months. For mergers, adjustments are made to include a portion of the
prior period‘s revenue and trading profit/(loss) of the entity acquired as a result of a merger. For disposals, adjustments are made
to remove the revenue and trading profit/(loss) of the disposed entity from the previous reporting period to the extent that there is no
comparable revenue or trading profit/(loss) information in the current period and, in subsequent reporting periods, to ensure that the
previous reporting period does not contain revenue and trading profit/(loss) information relating to the disposed business.
The following significant changes in the composition of the group during the year ended 31 March 2024 have been adjusted for in
arriving at the pro forma financial information:
Transaction
Basis of accounting
Reportable segment
Acquisition/Disposal
Dilution of the group‘s interest in Tencent
Associate
Social and internet platforms
Disposal
Dilution of the group‘s interest in EMPG
Associate
Ecommerce
Disposal
Dilution of the group‘s interest in OfferUp
Associate
Ecommerce
Disposal
Disposal of the group‘s interest in Oda
Associate
Ecommerce
Disposal
Dilution of the group‘s interest in Flink
Associate
Ecommerce
Disposal
Disposal of the group‘s interest in iFood Colombia
Associate
Ecommerce
Disposal
Disposal of the group‘s interest in PayU Russia
Subsidiary
Ecommerce
Disposal
Acquisition of the group‘s interest in Ding
Subsidiary
Ecommerce
Acquisition
Step-up in the group‘s interest in Flip together with the
impact of the lag period catch-up adjustment
Subsidiary
Ecommerce
Acquisition/Disposal
Change in the group‘s interest in Delivery Hero
Associate
Ecommerce
Acquisition/Disposal
Change in the group‘s interest in Swiggy
Associate
Ecommerce
Acquisition/Disposal
Change in the group‘s interest in Emicro
Associate
Ecommerce
Acquisition/Disposal
Change in the group‘s interest in ElasticRun
Associate
Ecommerce
Acquisition/Disposal
Acquisition of the group‘s interest in Azos
Associate
Ecommerce
Acquisition
Increase in the group‘s interest in PharmEasy
Associate
Ecommerce
Acquisition
Acquisition of the group‘s interest in Planet24
Associate
Ecommerce
Acquisition
Acquisition of the group‘s interest in Alwans
Associate
Ecommerce
Acquisition
Acquisition of the group‘s interest in Vegrow
Associate
Ecommerce
Acquisition
Change in the group‘s interest in Captain Fresh
Associate
Ecommerce
Acquisition/Disposal
Change in the group‘s interest in Sangvhi Beauty
Associate
Ecommerce
Acquisition/Disposal
Increase in the group‘s interest in Bux
Associate
Ecommerce
Acquisition
Decrease in the group‘s interest in Shipper
Associate
Ecommerce
Disposal
Change in the group‘s interest in Klar
Associate
Ecommerce
Acquisition/Disposal
Dilution of the group‘s interest in Remitly
Associate
Ecommerce
Disposal
Increase in the group‘s interest in FinWizard
Associate
Ecommerce
Acquisition
Acquisition of the group‘s interest in LifeCheq
Associate
Ecommerce
Acquisition
Loss of control of the group‘s interest in Udemy
Associate
Ecommerce
Disposal
Loss of control of the group‘s interest in BYJU‘S
Associate
Ecommerce
Disposal
Change of the group‘s interest in Skillsoft
Associate
Ecommerce
Acquisition/Disposal
The net adjustment made for all acquisitions and disposals on continuing operations that took place during the year ended 31 March 2024 amounted to a negative adjustment of US$2.3bn
on revenue and a negative adjustment of US$290m on trading profit. These adjustments include the impact of a change in revenue recognition related to iFood and in Eruditus.
6 / 202
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Reconciliation of financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Earnings disclosure on a per share basis
For the year ended 31 March
2024
US$‘m
2023
US$‘m
Change
%
Continuing operations
Earnings attributable to equity holders for the year (US$‘m)
6 873
9 809
(30)
Earnings per ordinary share N (US cents)
1
265
357
(26)
Diluted earnings per ordinary share N (US cents)
263
352
(25)
Headline earnings for the period (US$‘m)
1
3 435
756
354
Headline earnings per ordinary share N (US cents)
1
132
27
382
Diluted headline earnings per ordinary share N (US cents)
130
23
465
Core headline earnings for the period (US$‘m)
1
5 003
2 713
84
Core headline earnings per ordinary share N (US cents)
1
193
99
96
Diluted core headline earnings per ordinary share N (US cents)
191
94
102
– Weighted average for the period
2 592 606
2 750 274
– Diluted weighted average
2 592 606
2 750 274
Discontinued operations
Earnings attributable to equity holders for the year (US$‘m)
(267)
303
(188)
Earnings per ordinary share N (US cents)
(10)
11
(193)
Diluted earnings per ordinary share N (US cents)
(10)
11
(191)
Headline earnings for the period (US$‘m)
(138)
(128)
8
Headline earnings per ordinary share N (US cents)
(5)
(5)
14
Diluted headline earnings per ordinary share N (US cents)
(5)
(5)
14
Core headline earnings for the period (US$‘m)
(112)
(214)
(48)
Core headline earnings per ordinary share N (US cents)
(4)
(8)
(44)
Diluted core headline earnings per ordinary share N (US cents)
(4)
(8)
(44)
Total operations
Earnings attributable to equity holders for the year (US$‘m)
6 606
10 112
(35)
Earnings per ordinary share N (US cents)
255
368
(31)
Diluted earnings per ordinary share N (US cents)
253
363
(30)
Headline earnings for the period (US$‘m)
3 297
628
425
Headline earnings per ordinary share N (US cents)
127
22
477
Diluted headline earnings per ordinary share N (US cents)
125
18
594
Core headline earnings for the period (US$‘m)
4 891
2 499
96
Core headline earnings per ordinary share N (US cents)
189
91
108
Diluted core headline earnings per ordinary share N (US cents)
187
86
117
1
Refer to the glossary for an explanation of the group‘s alternative performance measures.
Reconciliation of earnings to core headline earnings
31 March
2024
US$‘m
2023
US$‘m
CONTINUING OPERATIONS
Earnings from continuing operations
Basic earnings attributable to shareholders
6 873
9 809
Impact of dilutive instruments of subsidiaries, associates and joint ventures
(64)
(116)
Diluted earnings attributable to shareholders
6 809
9 693
Headline adjustments for continuing operations
Adjusted for:
(3 436)
(8 949)
– Impairment of other assets
—
33
– Impairment of goodwill, PPE and other intangible assets
374
612
– Loss on sale of assets
5
4
– Gain on remeasurement of previously held interest
(10)
—
– Gain recognised on loss of control
—
(23)
– Gain recognised on loss of significant influence
—
(30)
– Net loss/(gains) on disposals of investments
3
(30)
– Gain on partial disposal of equity-accounted investments
(5 053)
(7 622)
– Dilution losses on equity-accounted investments
238
252
– Remeasurements included in equity-accounted earnings
1
524
(3 887)
– Impairment of equity-accounted investments
483
1 742
3 437
860
Total tax effects of adjustments
1
—
Total adjustment for non-controlling interests
(3)
(104)
Headline earnings
2
3 435
756
Adjusted for:
– Equity-settled share-based payment expenses
1 045
1 449
– Remeasurement of cash-settled share-based incentive expenses
16
(257)
– Amortisation of other intangible assets
494
664
– Fair value adjustments and currency translation differences
(21)
(13)
– Retention option remeasurement
(38)
23
– Transaction-related costs
72
91
Core headline earnings
2
5 003
2 713
1
Remeasurements included in equity-accounted earnings include US$108m (FY23: US$5.9bn) relating to gains arising on acquisitions and disposals by associates and US$627bn (FY23: US$1.9bn)
relating to net impairments of assets recognised by associates.
2
Refer to the glossary for an explanation of the group‘s alternative performance measures.
The diluted earnings, headline earnings and core headline earnings per share figures presented on the face of the income statement
include a decrease of US$64m (FY23: US$116m) relating to the future dilutive impact of potential ordinary shares issued by equity-
accounted investees.
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Reconciliation of financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Reconciliation of earnings to core headline earnings
continued
31 March
2024
US$‘m
2023
US$‘m
DISCONTINUED OPERATIONS
Earnings from discontinuing operations
(267)
303
Basic earnings attributable to shareholders
Impact of dilutive instruments of subsidiaries, associates and joint ventures
Diluted earnings attributable to shareholders
(267)
303
Headline adjustments from discontinuing operations
Adjusted for:
129
(437)
– Impairment of goodwill, PPE and other intangible assets
137
125
– Loss on sale of assets
—
6
– Net (gains)/loss on disposals of investments
(8)
(568)
(138)
(134)
Total tax effects of adjustments
—
—
Total adjustment for non-controlling interests
—
6
Headline earnings from discontinuing operations
1
(138)
(128)
Adjusted for:
– Remeasurement of cash-settled share-based incentive expenses
(4)
(41)
– Amortisation of other intangible assets
—
15
– Fair value adjustments and currency translation differences
20
(60)
– Transaction-related costs
10
—
Core headline earnings from discontinuing operations
1
(112)
(214)
1
Refer to the glossary for an explanation of the group‘s alternative performance measures.
Reconciliation of cash generated from operations to free cash flow
31 March
2024
US$‘m
2023
US$‘m
Cash generated from operations
134
(349)
Transaction-related costs
18
30
Capital expenditure
(56)
(252)
Capital finance leases repaid, gross
(69)
(65)
Investment income received
759
572
Taxation paid
(107)
(107)
Taxation credits
(54)
—
Merchant cash (receivable)/payables
(203)
(218)
Credit included in financing activities
—
7
Free cash flow
1
422
(382)
1
Refer to the glossary for an explanation of the group‘s alternative performance measures.
Extract from the articles of association relating to net profit/(loss) appropriation
Article 30. Profits and Distributions.
30.1 The Board may decide that all or part of the profits realised during a financial year will be fully or partially appropriated to increase
and/or form reserves.
30.2 The profits remaining after application of Article 30.1 shall be put at the disposal of the General Meeting. The Board shall make
a proposal for that purpose. A proposal to make a distribution shall be dealt with as a separate agenda item at the General Meeting.
30.3 In connection with the crossholding between Naspers and the Company, Naspers and the Company entered into the cross-holding
agreement dated the twenty-seventh day of May two thousand and twenty-one, as it will read from time to time (the Cross-Holding
Agreement). To give full effect to the Cross-Holding Agreement Articles 30.4 and 30.5 were introduced in the Articles of Association, and
these Articles will cease to apply upon the Cross- Holding Agreement having been terminated or otherwise ceasing to be operative
in accordance with applicable law and/or its terms.
30.4 If it concerns a Terminal Economics Distribution, the Distributable Amount will be distributed among the Ordinary Dividend Prosus
Shares as follows:
(a) On each Ordinary Share A: the amount equal to the Distributable Amount times the Ordinary Shares A Effective Economic Interest
divided by the number of Ordinary Shares A issued and outstanding, excluding Prosus Treasury Shares. Whereby the Ordinary Shares
A Effective Economic Interest is calculated as follows:
z = c / (1 - (ax b)) or in words z equals c divided by 1 minus (a times b), where:
z means the Ordinary Shares A Effective Economic Interest;
a means the Distribution Rights % of the Naspers Held Cross-Holding Shares;
b means the Distribution Rights % of the Prosus Held Cross-Holding Shares; and
c means the Distribution Rights % of the Ordinary Shares A.
(b) On each Ordinary Share B: the Aggregate B Share Entitlement divided by the number of issued and outstanding Ordinary Shares B,
excluding Prosus Treasury Shares. Whereby the Aggregate B Share Entitlement is calculated as follows: Distribution Rights % of Ordinary
Shares B times Naspers Effective Economic Interest times the Distributable Amount divided by the Distribution Right % of the Naspers Held
Cross-Holding Shares.
(c) On each Ordinary Share N: the amount equal to the Distributable Amount times the Prosus Free-Float’s Effective Economic Interest
divided by the number of Ordinary Shares N issued and outstanding, excluding Prosus Treasury Shares and excluding the number
of Ordinary Shares N which are Naspers Held-Cross Holding Shares. Whereby Prosus Free-Float’s Effective Economic Interest
is calculated as follows:
z = c / (1 - (a x b)) or in words z equals c divided by 1 minus (a times b), where:
z means Prosus Free-Float’s Effective Economic Interest;
a means the Distribution Rights % of the Naspers Held Cross-Holding Shares;
b means the Distribution Rights % of the Prosus Held Cross-Holding Shares
c means the Distribution Rights % of the Ordinary Shares N held by the Prosus Free-Float shareholders.
(d) On any other Ordinary Dividend Prosus Share: the amount equal to the Distributable Amount times the Effective Economic Interest
of such Ordinary Dividend Prosus Share.
30.5 The definitions used in Article 30.4
30.6 Notwithstanding the provisions of Article 30.4, due to the cross-holding between Naspers and the Company, and as long as such
cross-holding exists, the distribution to Naspers on the Naspers Held Cross-Holding Shares will be capped at an amount equal to the
Distributable Amount multiplied by the Naspers Effective Economic Interest, with the reduction, if any, being applied first to the Ordinary
Shares N forming part of the Naspers Held Cross-Holding Shares.
Article 30. Profits and Distributions.
30.7 If it concerns any other distribution than referred to in Articles 30.4 through 30.6, the Distributable Amount will be distributed among
the Shares as follows:
(a) on the Ordinary Shares Non a Pari Passu basis;
(b) each Ordinary Share A is entitled to one-fifth (1/5) of the amount of a distribution made on each Ordinary Share N, multiplied
by the Free Float Percentage; and
(c) each Ordinary Share B is entitled to one-millionth (1/1,000,000) of the amount of a distribution made on each Ordinary Share N.
30.8 Distributions from the Company’s distributable reserves may only be made pursuant to a resolution of the
General Meeting at the proposal of the Board.
Other information to the company financial statements
for the year ended 31 March 2024
6 / 204
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Administration and
corporate information
Analysis of shareholders
and shareholders’ diary
Prosus N.V.
Incorporated in the Netherlands
(Registration number: 34099856)
(Prosus or the group)
Euronext Amsterdam
JSE share code: PRX
ISIN: NL 0013654783
Directors and management
JP Bekker (chair), S Dubey, HJ du Toit,
CL Enenstein, M Girotra, RCC Jafta, AGZ Kemna,
FLN Letele, D Meyer, R Oliveira de Lima, SJZ Pacak,
V Sgourdos, MR Sorour, JDT Stofberg, Y Xu
Company secretary
L Bagwandeen
Gustav Mahlerplein 5, Symphony Offices
1082 MS Amsterdam, The Netherlands
Registered office
Gustav Mahlerplein 5, Symphony Offices
1082 MS Amsterdam, The Netherlands
Tel: +31 20 299 9777
www.prosus.com
Independent auditor
Deloitte Accountants B.V.
Gustav Mahlerlaan 3004, 1081 LA Amsterdam
The Netherlands
Euronext listing agent
ING Bank N.V.
Bijlmerplein 888, 1102 MG Amsterdam, The Netherlands
Euronext paying agent
ABN AMRO Bank N.V.
Corporate broking and issuer services
HQ 7212, Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
The following shareholders hold 5% and more of the N ordinary issued share capital of the company:
Name
% of ordinary
shares N held
Number of ordinary
shares N held
Naspers Limited
41.4%
1 067 157 216
JSE transfer secretary
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Bierman Avenue, Rosebank
Johannesburg 2196, South Africa
Tel: +27 (0)86 110 0933
Cross-border settlement agent
Citibank, N.A. South Africa Branch
145 West Street, Sandown
Johannesburg, 2196, South Africa
JSE sponsor
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700, Sandton, 2146, South Africa
Tel: +24 (0)11 286 7326
Fax: +27 (0)11 286 9986
ADR programme
Bank of New York Mellon
maintains
a GlobalBuyDIRECTSM plan for Prosus N.V.
For additional information, visit
Bank of New York Mellon‘s website at
www.globalbuydirect.com or call
Shareholder Relations at 1-888-BNY-ADRS or
1-800-345-1612 or write to:
Bank of New York Mellon
Shareholder Relations Department –
GlobalBuyDIRECTSM
Church Street Station
PO Box 11258, New York
NY 10286-1258, USA
Attorneys
Allen & Overy Shearman Sterling LLP
Apollolaan 15, 1077 AB Amsterdam, The Netherlands
Investor relations
Eoin Ryan
InvestorRelations@prosus.com
Tel: +1 347 210 4305
Shareholders’ diary
Date
Annual general meeting
August
Reports
Interim for half-year to September
November
Announcement of annual results
June
Annual financial statements
June
Dividend
Declaration
August
Record date
November
Payment
November
Financial year-end
March
Share price and volume of shares traded across FY24
2022-04-05
2022-05-05
2022-06-05
2022-07-05
2022-08-05
2022-09-05
2022-10-05
2022-11-05
2022-12-05
2023-01-05
2023-02-05
2023-03-05
2023-04-05
2023-05-05
2023-06-05
2023-07-05
2023-08-05
2023-09-05
2023-10-05
2023-11-05
2023-12-05
2024-01-05
2024-02-05
2024-03-05
VWAP
Number of shares
40
30
20
10
0
35 000 000
30 000 000
25 000 000
20 000 000
15 000 000
10 000 000
5 0000 000
0
Share price in euro
Number of shares traded
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Governance
Financial statements
Other information
Glossary
Term/acronym
Description
1p
First party – in the context of food delivery, a capital-intensive own-delivery model.
3p
Third party – in the context of food delivery, a capital-light marketplace model where meals are
delivered by restaurants.
ADR
American Depository Receipt
Advanced
persistent threats
An exercise where a prolonged and targeted cyber-attack is carried out to gain access to a network
and remain undetected for an extended period to identify and remediate existing weaknesses.
Advisory and
assurance projects
Projects undertaken by the cyber-resilience team to advise and provide internal assurance
to portfolio companies to enhance cyber-resilience in the group.
AFM
Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten)
AGM
Annual general meeting
Agtech
Agriculture technology
AI
Artificial intelligence
AI Assistant
An AI Assistant is an application that uses natural language processing (NLP) and machine
learning to interact with users in a human-like way.
AI engineers
An employee who focuses on developing the tools, systems and processes that enable artificial
intelligence to be applied in the real world.
AI model
production
A process of implementing an AI model into software in the group. This is measured by the number
of models put into production in the group.
Alternative
performance
measures (APMs)
In presenting and discussing our performance, we use certain alternative performance measures
not defined by IFRS, referred to as non-IFRS-EU financial measures, alternative performance
measures or APMs. Such measures include economic-interest-basis information; trading profit;
adjusted EBITDA; headline earnings; core headline earnings; and growth in local currency,
excluding acquisitions and disposals. Segmental reviews in this report are prepared showing
revenue on an economic-interest basis (which includes consolidated subsidiaries and
a proportionate share of associated companies and joint ventures), unless otherwise stated.
(Refer to the alternative performance measures glossary)
Associate
An entity over which we have significant influence, being the power to participate in the financial
policy decisions of the entity through our influence on the board of directors. Typically, an entity
in which we have an interest of 20% to 50%.
Average monthly
paying listers
A measure of the number of monthly users on a platform who yield one or more revenue-
generating transactions, such as listing fees or advertising.
Term/acronym
Description
Average order
value (AOV)
Average order value (AOV) tracks the average dollar amount spent each time a customer places
an order on a website or mobile app. The AOV is determined by dividing the total revenue by the
number of orders.
B2C
Business-to-consumer (direct-to-consumer)
bn
Billion
BNPL
Buy-now/pay-later
BRICS
Brazil, Russia, India, China and South Africa
BRL
Brazilian real
C2C
Consumer-to-consumer
CAGR
Compound annual growth rate
Capex
Capital expenditure
CEE
Central and Eastern Europe
CEO
Chief executive officer
CFO
Chief financial officer
CIO
Chief investment officer
CODM
Chief operating decision-maker
Corporate
Corporate entities which have offices include the Netherlands, Unites States (Ventures), India,
United Kingdom and Hong Kong offices, and corporate employees shall mean people employed
at these offices who are employed by the corporate entities.
Covid-19
Coronavirus disease
CSRD
Corporate Sustainability Reporting Directive (Europe)
Data privacy roles
Employees in the group who champion data privacy throughout the group.
Data scientist
Employees who are responsible for collecting, analysing and interpreting data to help drive
decision-making in an organisation.
DAU
Daily active users
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Group overview
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Governance
Financial statements
Other information
Glossary
Term/acronym
Description
Deep-tech
Technology based on tangible engineering innovation or scientific advances and discoveries.
Deloitte
Deloitte Accountants B.V.
Dmart
Small Delivery Hero-owned warehouse
D-RECs
Renewable-energy credits (electronic records that verify the source of electricity used).
EBIT
Earnings before interest and tax
EBITDA
Earnings before interest, taxes, depreciation and amortisation
Ecommerce
Electronic commerce
Edtech
Marrying learning with technology, enabling new and exciting ways for more people to expand
their skills and knowledge.
EMEA
Europe, Middle East and Africa
Employee
Persons employed by the group on a permanent or part-time basis, specifically excluding contract
workers, as at 31 March 2024 determined in accordance with IFRS-EU.
Employee
engagement
survey
Engagement survey responded to by corporate employees.
Energy
consumption
Total amount of energy consumed for a given process, measured in kWh.
ESG
Environmental, social and governance
Ethics and
compliance
officers
Employees in the group with responsibility for ethics and compliance, in a dedicated ethics and
compliance role or alongside other responsibilities.
EU
European Union
EU AI-HLEG
EU’s independent high-level expert group on artificial intelligence.
Fintech
Finance technology is an economic industry that introduces new solutions demonstrating
an incremental or radical/disruptive innovation development of applications, processes, products
or business models in the financial services industry.
FLIGHT
Funding and Learning Initiative for Girls in Higher Education and Skills Training (Prosus initiative)
Term/acronym
Description
FMCG
Fast-moving consumer goods
FY
Financial year
GAAP
Generally accepted accounting policies
GDP
Gross domestic product
GDPR
General Data Protection Regulation (Europe)
Generative AI
(GenAI)
Systems that can generate new content – or manipulate existing content – based on text
instructions.
GHG
Greenhouse gas
GMV
Gross merchandise value
GPO
Global Payments Organisations
GRI
Global Reporting Initiative
Gross profit
Gross profit is the profit a business makes after subtracting all the costs that are related
to producing and selling its products or services.
Group
Prosus and its subsidiaries.
Headcount
Number of employees, specifically excluding contract workers, in service at 31 March 2024.
Healthtech
Health technology involves the design, development, creation, use and maintenance of information
systems and the internet for the healthcare industry. Automated and interoperable healthcare
information systems are expected to lower costs, improve efficiency and reduce error while
providing better consumer care and service.
HR
Human resources
IAPP
International Association of Privacy Professionals
IAS
International Accounting Standards
IASB
International Accounting Standards Board
IFRS
International Financial Reporting Standards
IIRC
International Integrated Reporting Council
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Glossary
Term/acronym
Description
IMF
International Monetary Fund
Internal rate
of return (IRR)
IRR is presented in this report for illustrative purposes only and is calculated based on the
estimated valuations of our internet investments. The estimated valuations are calculated
as of 31 March 2024 using a combination of: (i) prevailing share prices for stakes in listed
assets; (ii) valuation estimates derived from the average of sell-side analysts currently covering
Naspers for stakes in unlisted assets; and (iii) post-money valuations on transactions of these assets
or from similar recent transactions for stakes in unlisted assets where analyst consensus is not
available. In respect of (ii) above, we do not endorse, and did not participate in, or provide any
information for purposes of the preparation of the market valuations calculated by third-party
analysts. These valuation estimates have not been confirmed by an independent third-party expert,
such as an accounting firm or an investment bank. Accordingly, these valuation estimates may not
reflect past, present or future fair values, or any potentially achievable fair value in the future and
no reliance can be placed on these valuation estimates.
Investment
or investee
An entity over which we do not have significant influence, being the power to participate in the
financial and operating policy decisions of the entity. Generally, an entity in which we have
an interest of less than 20%.
IP
Intellectual property
IPO
Initial public offering
IR
Investor relations
IRR
Internal rate of return
ISE
Irish Stock Exchange
ISP
Internet service provider
JSE
JSE Limited (Johannesburg stock exchange)
JV
Joint venture
K–12
Kindergarten to grade 12
KPI
Key performance indicator
kWh
Kilowatt per hour
LA
Limited assurance, subject to Deloitte’s limited assurance opinion in accordance with
NV COS 3000A, which can be found on page 116 of this report.
LatAm
Latin America
Term/acronym
Description
LGPD
General Personal Data Protection Law (Brazil)
LIFE
Leadership in the food-delivery ecosystem
LTI
Long-term incentive
m
Million
M&A
Mergers and acquisitions
MAU
Monthly active users
MCSI index
Morgan Stanley Capital International index
MENA
Middle East and North Africa region
MIH B.V.
Myriad International Holdings B.V.
ML
Machine learning
Monthly active
learners
Total number of employees who participated in a learning module on MyAcademy.
Monthly active
users (MAU)
Total number unique individuals who engage with a particular product, service, or platform within
a specific month.
MyAcademy
MyAcademy is the learning platform offered to employees.
N
Naira – Nigerian currency
n/a
Not applicable
NAV
Net asset value
NASDAQ
American stock market
Naspers
Naspers Limited
Net cash
Total cash (including short-term cash investments and cash and cash equivalents) less any interest-
bearing liabilities.
NGO
Non-governmental organisation
NPS
Net promoter score
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Governance
Financial statements
Other information
Glossary
Term/acronym
Description
OECD
Organisation for Economic Co-operation and Development (Brazil)
Omnichannel
A cross-channel content strategy that organisations use to improve their user experience.
Opex
Operating expenditure
OTT
Over-the-top
P2P
Peer-to-peer
Pay-and-ship
Service that integrates payment processing, including escrow services, with shipping logistics
to provide a secure and convenient online shopping experience. It is available for the goods and
car parts categories in horizontal platforms, while excluding specific niche sub-categories and
oversized items.
Pentests
Simulated cyber-attack against systems used in portfolio companies to check for exploitable
vulnerabilities.
PLN
Polish zloty
POPIA
Protection of Personal Information Act (South Africa)
Portfolio
companies
Subsidiaries, associates and investments, excluding corporate.
Prosus
Prosus N.V.
Prosus
AI community
The community of persons interested in and exploring AI in the portfolio companies.
Prosus FLIGHT
Funding and Learning Initiative for Girls in Higher Education and Skills Training
PSP
Payment service provider
PwC
PricewaterhouseCoopers Accountants N.V.
Quick commerce
(Q-commerce)
Q-commerce, also referred to as quick commerce, is a type of ecommerce where emphasis is on
quick deliveries, typically in less than an hour.
RCF
Revolving credit facility
Red team
exercises
An exercise reflecting real-world conditions to compromise organisational missions and/or business
processes to provide an assessment of the security capability of the system used by the portfolio
company.
Term/acronym
Description
RMB
Renminbi, the official currency of the People’s Republic of China
ROI
Return on investment
RSU
Restricted stock unit
RUB
Russian rouble
R (or ZAR)
South African rand
SA
South Africa
SaaS
Software-as-a-service
SAR(s)
Share appreciation right(s)
SASB
Sustainability Accounting Standards Board
SAST
South African standard time
SBTi
Science Based Targets initiative
Scope 1 emissions
Scope 1 – direct GHG emissions arising from sources organisations own or control. To determine
control, the group will recognise emissions from owned and controlled assets as direct emissions.
Scope 2 emissions
Scope 2 – indirect GHG emissions that organisations report from the generation of purchased
electricity consumed for operations owned or controlled. The group will account for electricity
purchased for both owned and rented buildings under scope 2.
Scope 3 emissions
Category 1 – all upstream emissions from production of products purchased or acquired by the
company in the reporting year. Products include both goods (tangible products) and services
(intangible products).
Category 6 – GHG emissions from transporting employees for business-related activities through
air travel. Business travel includes only corporate office data and excludes all subsidiaries.
Category 9 – Transportation and distribution of products sold by the reporting company in the
reporting year between the reporting company’s operations and the end consumer (if not paid
for by the reporting company), including retail and storage (in vehicles and facilities not owned
or controlled by the reporting company).
SDG
United Nation’s Sustainable Development Goal
Senior
management
Employees in the Netherlands with executive responsibilities.
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Sustainability review
Governance
Financial statements
Other information
Glossary
Term/acronym
Description
SICA
Prosus Social Impact Challenge for Accessibility
SME
Small and medium-sized enterprise
SMME(s)
Small, medium and micro enterprise(s)
SO(s)
Share option(s)
Speak up policy
Policy that encourages and provides channels for individuals to report actual, or potential, breaches
of the code of ethics, and other group policies or laws and regulations.
Send-volume
Defined as the sum of all customer’s principal, measured in United States dollars, related
to transactions completed during a given period. The customer’s principal is net of cancellations,
and does not include transaction fees from customers, and does not include any credits, offers,
or bonuses applied to the transaction by us.
STI
Short-term incentive
Subsidiary
An entity that we control evidenced by:
›
Owning more than one-half of the voting rights
›
The right to govern the financial and operating policies of the entity under a statute or agreement
›
The right to appoint or remove the majority of members of the board of directors or
›
The right to cast the majority of votes at a meeting of the board of directors.
Supply chain
Network of all individuals, organisations, resources, activities and technology involved in the
creation and sale of products and services.
TAM
Total addressable market
TCFD
Task Force on Climate-related Financial Disclosures
tCO
2
e
Tonnes of CO
2
equivalent
Term/acronym
Description
TPV
Total payment value
tr
Trillion
TSR
Total shareholder return
UAE
United Arab Emirates
UK
United Kingdom
UN
United Nations
UNEP
United Nations Environment Programme
Unicorns
Start-up companies rapidly reaching a valuation of US$1bn.
US
United States of America
US$
US dollar
US$‘c
US dollar cent
VAS
Value-added services
VC
Venture capital
WHO
World Health Organization
YoY
Year on year
ZAR (or R)
South African rand
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Group overview
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Governance
Financial statements
Other information
Glossary
Financial and non-financial alternative performance measures glossary
The Naspers and Prosus groups (collectively referred to as the group) discloses various alternative performance measures
(APMs) in their year-end financial statements on which an independent auditor’s assurance report on the compilation of the
pro forma financial information has been obtained.
In the analysis of the group’s financial performance, certain information disclosed in the financial statements may
be prepared on a non-IFRS-EU basis or has been derived from amounts calculated in accordance with IFRS but are not
themselves an expressly IFRS-EU measure. These measures are reported in line with the way in which financial Information
is analysed by management and designed to increase comparability of the group’s year-on-year financial position, based
on its operational activity. They are not uniformly defined or used by other entities outside of the group and may not
be comparable with similar measures provided by other entities.
The alternative performance measures are the responsibility of the board of directors of the group.
The key alternative performance measures presented by the group are listed below:
Term/acronym
Description
Relevance
Annual recurring
revenue
Annual recurring revenue is the sum of all revenue derived from
customer contracts over the course of the next 12 months. It refers to on-
going revenue from a product line in the Edtech segment.
It provides a high level
view of on-going
revenue and enables
the group to estimate
future revenue growth
potential.
Adjusted EBITDA
Adjusted EBITDA represents operating profit/loss, as adjusted to exclude:
(i) depreciation; (ii) amortisation; (iii) retention option expenses linked
to business combinations; (iv) other losses/gains – net, which includes
dividends received from investments, profits and losses on sale
of assets, fair value adjustments of financial instruments, impairment
losses, compensation received from third parties for property, plant and
equipment impaired, lost or stolen, and gains or losses on settlement
of liabilities; (v) transactions that IFRS treats as cash-settled share-based
compensation expense which are with fellow shareholders and are
related to put and call options granted and linked to the ongoing
employment of those shareholder’s as part of the Group’s investments
in companies; and (vi) subsequent fair value remeasurement of cash-
settled share-based compensation expenses, equity-settled share-based
compensation expenses for group share option schemes as well
as those deemed to arise on shareholder transactions (but not excluding
share-based payment expenses for which the group has a cash cost
on settlement with participants).
The group utilises this
as an additional
measure to analyse
operational activity
and profitability of the
group’s businesses.
Term/acronym
Description
Relevance
Central cash
Cash held by group corporate companies at a head office level.
It is considered
a measure
to understand how
much cash is available
at a central level to be
utilised for investment,
operational, distribution
or debt repayments
purposes.
Core headline
earnings
Core headline earnings represent headline earnings, excluding certain
non-operating items. Specifically, headline earnings are adjusted for the
following items to derive core headline earnings: (i) equity-settled share-
based payment expenses on transactions where there is no cash cost
to the group. These include those relating to share-based incentive
awards settled by issuing treasury shares as well as certain
share-based payment expenses that are deemed to arise
on shareholder transactions; (ii) subsequent fair value remeasurement
of cash-settled share-based incentive expenses; (iii) cash-settled
share-based compensation expenses deemed to arise from shareholder
transactions by virtue of employment; (iv) deferred taxation income
recognised on the first-time recognition of deferred tax assets as this
generally relates to multiple prior periods and distorts current-period
performance; (v) fair value adjustments on financial instruments and
unrealised currency translation differences, as these items obscure the
group’s underlying operating performance; (vi) once-off gains and losses
(including acquisition-related costs) resulting from acquisitions and
disposals of businesses as these items relate to changes in the group’s
composition and are not reflective of the group’s underlying operating
performance; (vii) the amortisation of intangible assets recognised
in business combinations and acquisitions; and (viii) the donations
due to Covid-19, as these expenses are not considered operational
in nature. These adjustments are made to the earnings of businesses
controlled by the group as well as the group’s share of earnings
of associates and joint ventures, to the extent that the information
is available.
We reflect core
headline earnings
as the group’s indicator
of its
post-tax operating
performance, which
adjusts for non-
operating items.
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Other information
Glossary
Term/acronym
Description
Relevance
Economic interest
Investments in associated companies and joint ventures have been
accounted for under the equity method for all periods, unless otherwise
indicated. Economic interest is the proportionate consolidation of
associate companies and joint ventures. Proportionate consolidation
is a method of accounting whereby our share of each of the income and
expenses of associate companies and joint ventures is combined line
by line with similar items in our operating segments. Under the
economic-interest view, references to ‘revenue from the group’ or ‘trading
profit from the group’, as applicable, therefore include our share
of revenue or trading profit from investments in associate companies
and joint ventures.
It is considered
a useful measure
to analyse operational
profitability and
performance of the
group’s portfolio
of assets as a whole,
including both
consolidated earnings
plus the group’s
proportionate share
of the associates and
joint ventures revenue
and trading profit.
Free cash flow
Free cash flow represents cash generated from operations adjusted for
transaction related costs, specific working capital adjustments that are not
directly related to our operational activities, plus dividends received,
minus: (i) capital leases repaid (gross); and (ii) cash taxation paid
excluding tax paid of a capital nature. Free cash flow reflects an
additional way of viewing our liquidity that the board believes is useful
to investors because it represents cash flows that could be used for
distribution of dividends, repayment of debt (including interest thereon)
or to fund our strategic initiatives, including acquisitions, if any.
Free cash flow reflects
an important way
of viewing our cash
generation that the
board believes
is useful to investors
because it represents
cash flows that could
be used for distribution
of dividends,
repayment of debt
(including interest
thereon) or to fund our
strategic initiatives,
including acquisitions,
if any.
Gross merchandise
value (GMV)
A measure of the growth of a business determined by the total value
of merchandise sold over a given period through a consumer-to-
consumer (C2C) or business-to-consumer (B2C) platform.
It is considered
a measure to analyse
operational size and
performance of a
business in our food,
etail and other
businesses.
Term/acronym
Description
Relevance
Growth in local
currency, excluding
acquisitions and
disposals. Also
referred to as
organic growth
We apply certain adjustments to the segmental revenue and trading
profit reported in the financial statements to present the growth in such
metrics in local currency and excluding the effects of changes in our
composition. Such underlying adjustments provide a view of our
underlying financial performance that management believes is more
comparable between periods by removing the impact of changes
in foreign exchange rates and changes in our composition on our results.
Such adjustments are referred to herein as ‘growth in local currency,
excluding acquisitions and disposals’. We apply the following
methodology in calculating growth in local currency, excluding
acquisitions and disposals:
›
Foreign exchange/constant currency adjustments have been calculated
by adjusting the current period’s results to the prior period’s average
foreign exchange rates, determined as the average of the monthly
exchange rates for that period. The local currency financial information
quoted is calculated as the constant currency results, arrived at using
the methodology outlined above, compared to the prior period’s
actual IFRS-EU results.
Adjustments made for changes in our composition relate to acquisitions,
mergers and disposals of subsidiaries and equity-accounted
investments, as well as to changes in our shareholding in our equity-
accounted investments. For acquisitions, adjustments are made
to remove the revenue and trading profit/(loss) of the acquired entity
from the current reporting period and, in subsequent reporting periods,
to ensure that the current reporting period and the comparative
reporting period contain revenue and trading profit/(loss) information
relating to the same number of months. For mergers, adjustments are
made to include a portion of the prior period’s revenue and trading
profit/(loss) of the entity acquired as a result of a merger. For disposals,
adjustments are made to remove the revenue and trading profit/(loss)
of the disposed entity from the previous reporting period to the extent
that there is no comparable revenue or trading profit/(loss) information
in the current period and, in subsequent reporting periods, to ensure
that the previous reporting period does not contain revenue and trading
profit/(loss) information relating to the disposed business.
The growth in local
currency excluding
acquisitions and
disposals provides
a view of our
underlying financial
performance that
management believes
is more comparable
between periods
by removing the
impact of changes
in foreign exchange
rates and changes
in our group’s
composition,
on our results.
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Glossary
Term/acronym
Description
Relevance
Headline earnings
Headline earnings represent net profit for the year attributable to the
group’s equity holders, excluding certain defined separately identifiable
remeasurements relating to, among others, impairments of tangible
assets, intangible assets (including goodwill) and equity-accounted
investments, gains and losses on acquisitions and disposals
of investments as well as assets, dilution gains and losses on equity-
accounted investments, remeasurement gains and losses on disposal
groups classified as held for sale and remeasurements included
in equity-accounted earnings, net of related taxes (both current and
deferred) and the related non-controlling interests. These
remeasurements are determined in accordance with Circular 1/2023,
headline earnings, as issued by the South African Institute of Chartered
Accountants, at the request of the JSE Limited in relation to the
calculation of headline earnings and disclosure of a detailed
reconciliation of headline earnings to the earnings numbers used in the
calculation of basic earnings per share in accordance with the
requirements of IAS 33
Earnings per Share
, under the JSE Listings
Requirements.
This is a JSE listing
requirement for
Naspers and
is included for
consistency between
Naspers and Prosus.
HEPS
Headline earnings, as per above, on a per share basis
This is a JSE listing
requirement for
Naspers and
is included for
consistency between
Naspers and Prosus.
Take rate
A take rate refers to the fees online marketplaces or third-party service
providers collect for enabling third-party transactions. Put simply, a take
rate is how much money a business makes from a transaction.
It is considered a key
revenue driver
to analyse the
performance
of revenue collection
within the group’s
online platforms.
Total payments
in value (TPV)
A measure of payments, net of payment reversals, successfully
completed through a payments platform (PayU), excluding transactions
processed through gateway products (ie those that link a merchant’s
website to its processing network and enable merchants to accept credit
or debit card online payments).
It is considered
a useful measure
to analyse operational
activity in our payments
service providers.
Term/acronym
Description
Relevance
Trading profit/loss
Trading profit/loss represents operating profit/loss, as adjusted
to exclude: (i) amortisation of intangible assets recognised in business
combinations and acquisitions, as these expenses are not considered
operational in nature; (ii) retention option expenses linked to business
combinations; (iii) other losses/gains – net, which includes dividends
received from investments, profits and losses on sale of assets, fair value
adjustments of financial instruments, impairment losses, compensation
received from third parties for property, plant and equipment impaired,
lost or stolen, and gains or losses on settlement of liabilities; (iv)
transactions that IFRS treats as cash-settled share-based compensation
expense which are with fellow shareholders and are related to put and
call options granted and linked to the ongoing employment of those
shareholder’s as part of the Group’s investments in companies; and (v)
subsequent fair value remeasurement of cash-settled share-based
compensation expenses, equity-settled share-based compensation
expenses for group share option schemes as well as those deemed
to arise on shareholder transactions (but not excluding share-based
payment expenses for which the group has a cash cost on settlement
with participants).
Trading profit/(loss)
is a non-IFRS measure
that refers to adjusted
EBITDA adjusted for
depreciation,
amortisation
of software and
interest on capitalised
lease liabilities. It is
considered a useful
measure to analyse
operational profitability
within the group by the
group’s CODM.
Trading profit/loss
margin
Trading profit/loss divided by revenue
It is considered
a useful measure
to analyse operational
profitability.
6 / 213
Group overview
Performance review
Sustainability review
Governance
Financial statements
Other information
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
www.prosus.com
To access these supporting documents, refer to www.prosus.com.
Supporting documents that inform our
reporting suite for 2024
Boundaries and scope of our
greenhouse gas accounting
Corporate Governance Statement and explanation
of the deviations from Dutch Corporate Governance
Code, 2022