Improving everyday life for billions
of people through technology
2024
INTEGRATED
ANNUAL REPORT
Naspers 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
43
Etail – Takealot
45
Other Ecommerce: Ventures
46
Social and internet platforms
47
Media24
48
Sustainability review
49
Creating sustainable value
56
People
59
Artificial intelligence
62
Cyber-resilience
64
Data privacy
66
Business culture, ethics and integrity
67
Human rights
68
Social inclusion
70
Tax
74
Governance
75
Governance
76
Overview of governance
78
The board and its committees
82
Committee reports
82
Audit committee
84
Risk committee
85
Social, ethics and sustainability
committee
85
Nominations committee
86
Human resources and remuneration
committee
87
Remuneration report
89
Background and policy
92
Implementation of remuneration policy
104
Additional information
105
About this report
107 Summary of financial information
108
Interim chief executive and chief financial
officer responsibility statement
108
Statement of responsibility by the board of
directors
109
Interdependent auditor’s assurance report
110
Extract of consolidated financial statements
112
Segmental analysis – reconciliation to the
consolidated income statement
113
Financial alternative performance measures
118 Other information
119
Administration and corporate information
119
Analysis of shareholders and shareholders’
diary
120
Glossary
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Definitions
Terms used in the integrated annual report shall bear the meanings ascribed to them in the glossary unless the context
clearly states otherwise. The glossary is included on pages 120 to 128.
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.
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 information
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$428m in extensions in
high-conviction growth areas
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Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Snapshot FY24
Strong financial performance
Revenue1 (US$’m)
32 417
32 718
28 544
2021
2022
2023
2024
34 454
Trading profit1 (US$’m)
1 Presented on an economic-interest
basis from continuing operations.
2021
2022
2023
2024
5 550
5 011
3 551
5 763
› >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
› Naspers 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 Naspers privacy office and Naspers
AI team
A diverse team of 34 people in
data privacy roles in 10 jurisdictions
across the globe
› A dividend will be paid by Naspers in relation
to the Naspers N ordinary shares and
A ordinary shares from the amount that Naspers
receives from Prosus
Some 43% increase in Prosus
dividend to free-float shareholders
› Tencent’s share buyback programme should
result in the group increasing net asset value
per share
› Increase of 9.4% 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
› 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
› Naspers’ 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
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Group overview
Performance review
Sustainability review
Governance
Financial information
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 information
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 and 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.
Payments and Fintech
Classifieds
› Our operating partners are compensated directly on the performance of their businesses, fostering a strong culture
of entrepreneurship in our group.
Payments and Fintech
Edtech
Food Delivery
Classifieds
Etail
› 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.
Payments and Fintech
Edtech
Food Delivery
Classifieds
Etail
› 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.
Edtech
Food Delivery
Ventures
› 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
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Group overview
Performance review
Sustainability review
Governance
Financial information
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 segment 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
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Group overview
Performance review
Sustainability review
Governance
Financial information
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.
Revenue1
US$4.9bn
up 16% (19%)
Trading loss1
US$158m
down 76% (76%)
Employees
5 215
42.1%
12.7%
14.2%
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.
Revenue1
US$951m
up 26% (19%)
Trading profit
US$187m
up >100% (>100%)
Employees
2 811
42.9%
16.3%
Payments and Fintech
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 through 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.
Revenue1
US$1.3bn
up 24% (39%)
Trading loss1
US$59m
down 49% (61%)
Employees
3 556
43.3%
37.5%
43.3%
8.6%
43.3%
43.3%
43.3%
Edtech
To date, we have invested over US$3.9bn in 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.
Revenue1
US$444m
down 19%
(organically up 7%)
Trading loss
US$80m
down 69% (44%)
Employees
677
16.4%
29.9%
43.3%
Etail
eMAG is an ecommerce leader in Central and Eastern
Europe.
Read more on page 41.
Revenue1
US$3.0bn
up 9% (8%)
Trading loss1
US$49m
down 41% (42%)
Employees
10 512
38.2%
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 45.
Revenue1
US$560m
down 9% (5%)
Trading loss1
US$130m
down 52% (50%)
Employees
585
9.9%
1.9%
6.0%
9.8%
4.0%
4.8%
4.9%
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.
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.
Social and internet platforms
Prosus holds an investment in Tencent, China’s largest and most-used
internet services platform.
Read more on page 46.
Revenue1
US$21.4bn
down 4% (organically
up 10%)
Trading profit1
US$6.2bn
up 22% (40%)
10.7%
Media24
Media24 is one of Africa’s leading print and digital media groups with
interests in digital media and services, newspapers, magazines,
ecommerce, book publishing and media logistics.
Read more on page 47.
100%
Revenue1
US$182m
down 16% (7%)
Trading profit
US$2m
down 71% (71%)
Employees
1 967
100%
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Group overview
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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
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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.
Therefore, 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 Prosus board has recommended that its shareholders receive a distribution of a gross amount of 10 euro cents per
ordinary share N which represents an increase of approximately 43% for free-float shareholders. Subject to the requisite
approval by Prosus shareholders being obtained, a dividend will be paid by Naspers in relation to the Naspers N ordinary
shares and A ordinary shares from the amount that Naspers receives from Prosus, in accordance with the rights attaching
to the shares as set out in the Naspers memorandum of incorporation.
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
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Our board and management
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 P
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
Key
A
Audit committee
R
Risk committee
S
Social, ethics and sustainability committee
P
Projects committee
N
Nominations committee
H
Human resources and remuneration committee
Chair
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
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 information
Other information
Our board and management
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
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
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
For more detailed biographies,
including relevant outside positions on
each director, refer to our website at
www.naspers.com.
Key
A
Audit committee
R
Risk committee
S
Social, ethics and sustainability committee
P
Projects committee
N
Nominations committee
H
Human resources and remuneration committee
Chair
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 P
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 information
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. Operations
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 47, 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$32.7bn. This was driven by our ecommerce
businesses achieving profitability six months ahead of our
commitment. Consolidated revenue from continuing operations grew
8% (17%)1 to US$6.4bn. 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$2.1bn.
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.
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 Percentages in brackets represent growth in local currency, excluding mergers and acquisitions (M&A).
1 / 12
Group overview
Performance review
Sustainability review
Governance
Financial information
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.
Ervin Tu
Interim chief executive
22 June 2024
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.
1 / 13
Group overview
Performance review
Sustainability review
Governance
Financial information
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.
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 ‘Financial
information’ of this integrated annual report.
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 8% (17%) to US$6.4bn, driven by strong
performances at OLX and iFood. Ecommerce consolidated
trading profit from continuing operations improved
by a sizeable US$460m (US$437m) to US$24m
in FY24 as growth, scale and cost reduction positively
impacted results. Trading losses for the group have
reduced by US$486m (US$461m) from US$640m in FY23,
underlining our accelerating profitability path.
Core headline earnings, our measure of after-tax
operating performance, were US$2.1bn – an increase
of 88% (113%).
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$6.4bn 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.
Unless otherwise stated, the growth rates discussed further
in this report compare FY24 to FY23.
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 9.4% 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.
iFood continues to deliver strong performance which
underlines its position as one of the best food-delivery
Decisive management
actions in the previous
review period led
to consolidated
Ecommerce 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 information
Other information
Chief financial officer’s review
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$471m, or 8%, from
US$5 960m in the year ended 31 March 2023 to
US$6 431m in the year ended 31 March 2024, primarily
due to Classifieds and Food Delivery and, to a lesser
extent, Payments and Fintech as well as Etail.
We operate in countries and markets across the world,
resulting in significant exposure to foreign exchange
volatility. This can have an impact on reported revenues
and costs as they are generally denominated in local
currency. The financial performance of our businesses
is accounted for in the group in their respective functional
currencies and translated to US dollars.
Total revenue for the year ended 31 March 2024
(US$’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
Printing, distribution, circulation, publishing and
subscription revenue
Other revenue
Edtech
134
2 790
592
1 098
44
1 192
111
103
148
219
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
1 077
1 027
601
526
2 371
1 913
641
750
1 495
1 651
62
106
87
79
Asia
2
3
Africa
Group revenue, measured on an economic-interest basis,
was US$32.7bn, an improvement of 1% (12%) in local
currency, excluding acquisitions and disposals). This was
driven by a healthy 12% (16%) 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$119m, or 3%, from US$4 085m for the
year ended 31 March 2023 to US$3 966m for the year
ended 31 March 2024.
Platform/website hosting, warehousing costs and costs of
goods sold on those platforms increased by US$111m,
from US$2 336m in the year ended 31 March 2023 to
US$2 447m 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$163m from US$703m in the year ended 31 March
2023 to US$866m 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$340m, or 15%, from US$2 307m in the year ended
31 March 2023 to US$2 647m in the year ended 31 March
2024.
General business administrative cost increased
by US$13m from US$507m in the year ended 31 March
2023 to US$520m in the year ended 31 March 2024,
primarily due to cost increases across all the segments
as they scale.
Staff costs increased by US$270m, or 20%, from US$1 368m
in the year ended 31 March 2023 to US$1 638m 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
Media24
Naspers Ventures
Other Ecommerce
Corporate
Etail
2 811
3 556
10 512
5 215
677
1 967
585
3
238
1 / 15
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Chief financial officer’s review
Total permanent staff decreased from
27 573 at 31 March 2023 to 25 564 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 56.
Share-based compensation costs increased by US$307m
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$6m, or 3%, from
US$205m in the year ended 31 March 2023 to US$211m
in the year ended 31 March 2024.
Finance income/(costs) – net
Net finance income increased by US$552m from a cost
of US$143m in the year ended 31 March 2023 to a finance
income of US$409m in the year ended 31 March 2024.
Interest expense increased by US$16m, or 3%, from
US$569m in the year ended 31 March 2023 to US$585m
in the year ended 31 March 2024.
Interest income increased by US$438m, or 91%, from
US$482m in the year ended 31 March 2023 to US$920m
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$56m for the year ended 31 March 2023 to an income
of US$74m 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 366m, or 46%, from US$5 176m 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 assets
disposals is Tencent’s strong increase in profitability
by US$1.1bn to US$6.2bn.
Impairments
An impairment on assets of US$646m 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$51m 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$100m, or >100%, from
US$51m in the year ended 31 March 2023 to a tax
expense of US$151m 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 for the year were US$2 139m,
an increase of US$1 001m or, 88% (113%) from US$1 138m
in the prior year. 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 180 860 622 ordinary
N shares, 961 193 ordinary A shares. Details are reflected
in note 24 of the consolidated financial statements and
note 6 of the company financial statements.
Cash and debt position
At year-end, we had a net debt position of US$27m,
comprising US$15.9bn in cash and cash equivalents
(including short-term cash investments), net of US$16bn
in interest-bearing debt (excluding capitalised lease
liabilities).
The group’s free cash inflow was US$375m, a sizeable
improvement from the prior year free cash outflow of
US$491m. This was due to increased profitability in Food
Delivery and Classifieds as well as better working capital
management in the Etail segment and Payments and
Fintech. Excluding OLX Autos, free cash inflow was
US$477m. 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$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 information
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 48.
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 information
Other information
How we create value – our business model
Business activities
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 material risks
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.
Environmental topics
Climate action
Sustainable deliveries
Water use
Social topics
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
Governance topics
1 / 18
Group overview
Performance review
Sustainability review
Governance
Financial information
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$24m
Total consolidated trading losses from continuing
operations of US$154m
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
95% of group3 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$6.4bn
Core headline earnings, including Tencent1: US$2.1m
Free cash inflow2: US$375m, 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 9.4% 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
the 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 information
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 59.
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 information
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
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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 social, ethics and 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
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Group overview
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Our planet and its people
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.
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
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.
How we engage
› Press releases, editorials and
articles
› Interviews and reactive comment
› Reporting through company
website
› Events.
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
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.
Material matters
Business partners
(supplier/vendor)
Quality of relationship
Positive
Stable
Challenging
Media
1 / 23
Group overview
Performance review
Sustainability review
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Financial information
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 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.
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.
Workers in value chain
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
› Integrated 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 social, ethics and 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 our extended value chain considering each of the sectors 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
1 / 24
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Vendors
Classifi eds
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
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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 integrated 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
table on pages 27 and 28.
Double-materiality outcomes
1 / 26
Group overview
Performance review
Sustainability review
Governance
Financial information
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 off er
their consumers solutions to enable responsible consumption that
helps reduce emissions.
Corporate own operations
Corporate downstream
›
Classifi eds
›
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
›
Classifi eds
›
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
›
Classifi eds
›
Payments and Fintech
›
Edtech
›
Etail
›
Ventures
›
Social and internet platforms
6
E5
Circular
economy
Sustainable deliveries
›
Resource infl ow
›
Resource outfl ow
›
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 infl ow
›
Resource outfl ow
›
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
diff er – 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
›
Classifi eds
›
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
diff er – 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
›
Classifi eds
›
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
diff er – 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
›
Classifi eds
›
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
›
Classifi eds
›
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 qualifi ed 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
›
Classifi eds
›
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 (fl exible working opportunities)
›
Training and skills development
›
Social inclusion
Impact
›
Actual
›
Positive
Impact on the fi nancial situation of a broader spectrum of the
population by creating income opportunities through fl exible 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 information
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 (fl exible 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
Aff ected
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
Aff ected
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 fi nance (lending), while
also building livelihoods and income opportunities for micro
entrepreneurs and fl exible 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
›
Classifi eds
›
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
›
Classifi eds
›
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 (fi nancial, 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 specifi cally
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
›
Classifi eds
›
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
›
Classifi eds
›
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
›
Classifi eds
›
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, fi ntech and edtech.
Corporate own operations
Corporate downstream
›
Food Delivery
›
Classifi eds
›
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 benefi tting 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; tariff s;
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 information
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 information
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 information
Other information
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.
Creating value through intelligent risk management
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 66 for the business culture, ethics and integrity section and page 64 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 48 to 73 for the sustainability review.
1 / 31
Group overview
Performance review
Sustainability review
Governance
Financial information
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 information
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 20272.
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$250bn1.
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 Delivery1
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 US$661m)
(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 information
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 GOV4 grew 26% YoY5, 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 extensions3 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
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.
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.
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Group overview
Performance review
Sustainability review
Governance
Financial information
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.
Classifieds1
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 US$196m)
(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)
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Group overview
Performance review
Sustainability review
Governance
Financial information
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
Autofi ll based
on image
Database
integrations
(eg car catalogue)
Pricing
recommendation/
assessment
Inspection (eg
cars, electronics)
User profi ling 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.
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Group overview
Performance review
Sustainability review
Governance
Financial information
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 Fintech1
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 ratio2 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 US$253m)
(39% YoY growth in local currency, excluding M&A)
3 556
Trading loss
Adjusted EBITDA
US$59m
(FY23: US$116m)
(-5% trading profit margin)
-US$49m
(FY23: -US$108m)
(-4% EBITDA margin)
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Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Payments and Fintech
The opportunity
Payments and fintech remains one of the fastest-growing
sectors 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 58% YoY4 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 FY305; 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 FY235.
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 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 information
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.
Edtech1
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 sector 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 sector.
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
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.
Key statistics
Revenue
US$444m
(FY23: -US$545m)
(19% decline in revenue US$101m)
(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 associates2
› ESG. Business performance. Efficient
growth.
Workers, learners,
educators
› Data privacy. Community development.
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.
Value drivers
› Demand for continuous learning
and higher levels of education
› Demand for faster upskilling
› Constraints facing traditional brick-
and-mortar education systems.
Strategic focus
› Workforce/higher education models
› K–12 education
› US/India
› AI advancements and AI-driven
opportunities in the sector.
2 / 39
Group overview
Performance review
Sustainability review
Governance
Financial information
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.
Focusing on workforce skilling
»
Around 660 million
pageviews monthly
»
Around +90 million learners
across the world
»
+2 700
enterprise customers
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.
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 information
Other information
Etail – eMAG1
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 €600m3.
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 US$276m)
(8% YoY growth in local currency, excluding M&A)
8 041
Trading loss
Adjusted EBITDA
-US$26m
(FY23: -US$63m)
(-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 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 4p2 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
2 4p – total of 1p, 2p and 3p.
3 Source: Economist Intelligence Unit (EIU) March 2024.
2 / 41
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Etail – eMAG
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 segment 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 segment 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.
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
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.
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
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 segment
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.
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.
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.
2 / 42
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Risks
› High inflation, particularly fuel and energy costs, as well as nationwide staged
electricity loadshedding increasing the cost of doing business
› Continued expansion of new entrants with aggressive and disruptive business models.
The Takealot Group is a group of leading
ecommerce businesses in South Africa, comprising:
Takealot.com, Superbalist.com and Mr D. Takealot.
com is a general online retail and marketplace
platform. Superbalist.com is an online apparel and
footwear retailer and Mr D is a convenience delivery
platform for restaurants and groceries.
There was increased competition throughout the
year as competitors continued to invest heavily in
ecommerce capabilities. Global competitors have
made strong inroads into a price-conscious South
African market and new entrants could further
intensify competition.
Despite this, the Takealot Group delivered 13%
growth on GMV and 8% growth on revenue
in local currency.
Takealot.com grew GMV by 13% and reduced
trading losses by US$4m in local currency,
excluding M&A from the previous financial year.
Its marketplace seller base exceeded 10 000 active
sellers in March 2024 and is a key channel for many
small businesses.
Mr D grew GMV by 16% in local currency, despite
tough trading conditions in its traditional middle-
income market. The business reached profitability
for the first time, with a trading profit of US$3m for
the financial year.
Building a convenient, enabling
ecosystem across South Africa
Takealot is a leading 1p/3p ecommerce platform
in South Africa, with impressive GMV growth of
26x over the past eight years. It expects steady
growth to continue, despite the country’s
macroeconomic challenges, as the major growth
driver is switching from offline to online. Among these
challenges, rising interest rates and inflation
depressed consumer demand while loadshedding
created strain throughout the economy. Online
penetration in South Africa, estimated by Euromonitor
at 4.8% in FY24, still has room to grow compared
to international benchmarks.
Although Takealot’s base of higher-income
consumers is more financially resilient than the
average consumer, the competition for share
Etail –
Takealot Group
Operational performance
of online wallet is intensifying, with new entrants
to the market. Marketplace is a key pillar of
Takealot’s growth strategy. Takealot.com’s 3p share
of GMV is projected to increase as more sellers are
brought onto the platform and the company expands
the breadth and depth of its selection. Takealot
aims to empower small and medium businesses
by supporting and coaching new sellers, while
managing and helping underperforming sellers.
Superbalist continued to focus on optimising its
product offering by limiting private label to certain
subcategories and partnering with global fashion
retailers to offer a wider assortment of products.
Tough trading conditions have increased competition
from local players due to aggressive pricing
to stimulate consumer depressed demand. The
acceleration of international players has also
impacted Superbalist.com’s revenue growth.
Mr D has built a leading two-sided food-delivery
marketplace in South Africa by providing superior
service and better restaurant selection to customers,
as well as an economically attractive channel
to increase sales with minimal incremental cost
or effort for restaurants. In addition to the partnership
with offline grocer Pick n Pay, Mr D expanded its
product categories to include petfood and accessories,
Stakeholder material
matters
Employees
› Job opportunities and skills
development, increased diversity
across workforce.
Regulators
› Changing regulatory environment.
Building relationships and
transparency with regulatory bodies
in trading environment.
Merchants
› Adoption of merchants onto the
platform.
Consumers
› Providing value, affordability,
selection and convenience.
Strategic focus
› Maintaining profitability while
continuing GMV growth
› Customer experience and
personalisation
› Advanced supply chain and logistics
capabilities
› Sustainable retail player.
Value drivers
› Expanding delivery-service levels
geographically and reducing
turnaround times
› Entry to new verticals, including
grocery delivery and general
merchandise dark stores
› Expansion of services offered
to marketplace sellers with
dedicated account support
› Growth and expansion of retail media
offers to suppliers and sellers
› Launch the ‘takealot more’ loyalty
programme across all Takealot platforms.
SDG 10
SDG 12
SDG 13
SDG 17
SDG 8
Key statistics
Revenue
Number of employees
US$792m
(FY23: -US$808m)
(-2% YoY growth US$16m)
(8% YoY growth in LC, excluding M&A)
2 471
Trading loss
US$14m
(FY23: US$22m)
(-2% trading profit margin)
gifts and flowers as well as general merchandise,
moving to a convenience-delivery model.
Takealot’s top priorities for FY24 were improving
profitability and managing competition. Although
operating costs increased due to the prior-year
impact of new warehouses and new hires, costs
were contained by scaling down activities, driving
efficiencies and implementing a hiring freeze.
In addition, Takealot has taken action to mitigate
the effects of higher fuel prices by installing diesel
tanks at distribution centres, and encouraging self-
collection by customers at convenient pickup points.
Customer satisfaction
Takealot tracks customer satisfaction using NPS and
a CSAT (yes/no) scoring matrix. Every interaction with
a customer ends in a brief survey on whether they
are satisfied with the solution or outcome presented.
NPS is used as a mirror to the business and is sent
randomly to over 30 000 customers a week to gauge
customer satisfaction levels. The same is done for
Takealot marketplace sellers. There is constant
iteration in the way surveys are presented to ensure
maximum response rates, as well as aligned data
to assist in improving customers experience, ie in-app
pop-up surveys have recently been launched.
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As one of the leading online retailers, Takealot is at the
forefront of this shift, offering a wide range of products and
services that cater to the evolving needs of consumers.
– Fred Zietsman, CEO Takealot
Online retail in SA
55
71
5
35
29
10
100
2022
Rbn
%
2024
2026(f)
Growth % YoY
Market size Rbn
120
100
80
60
40
20
0
40
35
30
25
20
15
10
5
0
% retail market
South Africa’s online retail sector grew 29% to R71bn
last year, and is rapidly becoming a significant
portion of total retail sales. A new study by World
Wide Worx forecasts that the online retail sector will
pass the R100bn mark to account for 10% of total
national retail sales in the next two years. Much
of this growth is attributed to the strategic shift
by traditional (bricks-and-mortar) retailers towards
competitive ecommerce and enhanced customer
service, supported by sophisticated AI-driven tools.
In combination, this is fundamentally transforming
the local retail landscape.
The Takealot Group has been instrumental in
developing the ecommerce sector in South Africa.
Founded in 2015, its three platforms – Takealot,
Superbalist and Mr D – are popular, trusted
brands. Importantly, over the years, the group
has developed in-depth knowledge of the
specifics and diversity of the domestic market,
underpinning takealot.com’s continued growth
in South Africa.
This understanding of the market was one of the
reasons behind the Takealot Township Economy
Initiative, launched in May 2024 in partnership with
the Gauteng provincial government. The
overarching objective is to ignite economic
empowerment by fostering local manufacturing,
supporting small businesses, and creating jobs in
underserved South African communities. We aim to
transform townships into hubs of innovation and
opportunity through strategic partnerships with the
provincial government, empowering youth and
historically disadvantaged individuals to drive
community development. Through a R150m
investment in township ecommerce in the province,
we will enable entrepreneurs in townships to
develop a national reach online while creating job
opportunities for young people as resellers on the
Takealot platform.
Levelling the playing field in South Africa’s
ecommerce sector
Takealot’s pioneering impact and the need for
fair competition
The Takealot Group firmly believes that fair competition benefits everyone
– it enhances consumer choice, bolsters South Africa’s fiscal health, and
stimulates growth of the ecommerce sector.
Since its inception, Takealot has been a trailblazer in the ecommerce sector
in South Africa – introducing a range of innovative services and products
that have significantly broadened the scope of online shopping for
consumers. As a staunch advocate for micro-enterprises, the Takealot
platform proudly hosts over 11 000 marketplace sellers. Additionally, the
company is dedicated to enhancing ecommerce accessibility in some
of the most isolated areas of South Africa, promoting economic inclusion
across the country.
The entry of international players like Amazon, Shein and Temu to the local
market underscores the robust confidence in this sector. At the same time,
it is testament to the groundwork laid by pioneers like Takealot.
The rise of ecommerce platforms such as Shein and Temu in South Africa
underscores a growing concern that threatens the nation’s reindustrialisation
and localisation efforts. These platforms contribute to a market imbalance
by flooding the market with inexpensive imports. This influx is particularly
noticeable in the local apparel sector due to Shein, and in the wider
general merchandise market, affected by both Shein and Temu. Such
trends pose significant challenges to the development and sustainability
of domestic industries.
Regulatory gaps in South Africa’s ecommerce sector
These ecommerce platforms exploit outdated regulations and loopholes by
using shipping methods that allow them to offer products at exceptionally
low prices while avoiding duties, taxes and other government fees imposed
on conventional retailers. Collectively, this hinders government initiatives
focused on revenue generation and collection, and undermines South
Africa’s sense of sovereignty.
The current governance landscape in ecommerce does not sufficiently
address the need for fair competition – a disparity that leads to significant
revenue losses and reduced capacity for local job creation. It also leaves
domestic retailers, both online and offline, at a disadvantage. It is
imperative that policy-makers craft regulations to level the playing field,
ensuring all participants adhere to the same standards and practices and
contributes fairly to the national economy.
The consequences of maintaining the current regulatory framework are
significant. If unaddressed, the disparities will continue to widen, placing
local businesses at a further disadvantage. This will not only inhibit their
growth potential but also perpetuate a significant economic drain. Such
a scenario threatens the vitality of the local economy and undermines
sustainable development efforts.
In addition, without reform, potential new international investment could
be deterred by the risk of an unstable and unbalanced market. Importantly,
beyond the regulatory environment, these businesses selling into our
country do not invest in physical infrastructure locally, nor do they employ
locally – a net loss to South Africa. We believe it is crucial to quantify the
significant current impact of offshore ecommerce on the South African
economy, particularly in the manufacturing sector.
This form of commerce extracts value from South African consumers without
contributing to local communities, ultimately harming small businesses, local
manufacturers and the limited job opportunities available.
Every company operating in South Africa should have the opportunity
to thrive, provided they adhere to the law and contribute to the local
economy.
The call for reform
Takealot has engaged with key stakeholders to underscore the importance
of fostering fair competition, enforce existing regulations on new offshore
players that skirt these rules, and consider additional measures to address
ecommerce challenges comprehensively, ensuring a level playing field for
all participants. Globally, regulators in major economies are doing just that.
This call for fairness is not just about maintaining competitiveness; the
goal is to safeguard the integrity of South Africa’s retail, including small
businesses (regardless of whether or not they sell on the Takealot’s
marketplace) and ensure sustainable growth for all.
Ultimately, what is needed is a balanced, inclusive and competitive
marketplace where local and international businesses thrive by contributing
equitably to the nation’s economic growth and job creation and where
consumers enjoy a wide range of high-quality, affordable products and
services.
Etail – Takealot Group
Online shopping is gaining
momentum in South Africa
Looking forward
Takealot Group is investigating opportunities to expand its
platform and services while increasing investment in its logistics
and supply-chain infrastructure. The group’s focus on delivering
profitable growth across all businesses remains the leading
priority while competing robustly with market incumbents
as well as new entrants.
The group has embarked on a major programme to upgrade
much of its platform, to ensure the business can easily handle
continued growth and expanding services. The objective is to
produce a business that is more resilient and more flexible –
one that can scale quickly and effectively, and in new ways, to
meet the needs of customers and partners.
It will also continue to look for more ways to support all
participants in its ecosystem. This includes exploring ways
to help more new businesses participate and succeed. The
aim, as ever, is to enable as many people and businesses
as possible across South Africa to benefit from Takealot.
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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:
Ventures1
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.
2 / 45
Group overview
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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 users2. 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 platforms1
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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Group overview
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Quality journalism and publishing
Media24 stayed true to its proud history as the home
of quality journalism and publishing, with local and
international industry awards including:
› News24 named by the Reuters Institute as the most
trusted news brand in the country for the fifth
consecutive year
› Three awards for News24, including best news website
in Africa, at the WAN-IFRA Digital Media Awards Africa
› Adspace24 named native advertising studio of the year
at the 2023 Native Advertising Awards in Denmark and
winning a gold and two silver medals for campaigns
at the INMA Global Media Awards in New York
› Jeff Wicks was a joint winner of the Taco Kuiper Award
and of a national Vodacom Journalist of the Year award
Delivering a profitable performance
amid protracted tough trading
Over recent years, Media24 has established a business
model that is robust and agile; stripped of non-core
operations, drawing on its refined operational strengths
and capitalising on a diversified portfolio. In FY24, the
streamlined business portfolio and stringent, ongoing
cost management contributed greatly to its ability
to remain profitable despite a trading landscape under
severe pressure.
Leading in media
Media24 is a leading print and digital media group
in South Africa with interests in digital media,
newspapers, magazines, ecommerce, book publishing,
television content production and logistics. It publishes
several magazines and newspapers and reaches
1.1 million average daily unique browsers, generating
9.2 million average daily pageviews across its
digital platforms.
Weathering the economic storm
FY24 was a turbulent year in a severely constrained
economy, with Media24 recording mixed results:
› Shortfalls in media revenues, led by an ongoing
contraction in digital advertising and
shrinking circulations
› Total digital news subscribers (News24 and Netwerk24)
growing by 19% YoY to pass the 200 000 mark
› M24 Logistics countering lower ecommerce volumes
with strict cost control, and completing installation of the
new Cape Town warehouse well within budget
› Higher revenues from external media logistics
at On the Dot
› Media24 TV making good progress on the back
of sustained growth in external commissions
› Numerous local and international nominations and
awards keeping Media24 the home of world-class
journalism, publishing, and commercial content.
The benefits of a well-diversified business portfolio
and strict cost management were again evident as
Media24 remained profitable, albeit at a lower level than
last year.
Total revenue of US$182m was 16% (7%) lower YoY, with
a trading profit of US$2m against a profit of US$7m
in the prior year.
Maintaining media ethics and
independence
Editorial independence and ethical reporting are
cornerstones of our business. This is reflected in our core
values – respect, integrity, courage and accountability –
which are embedded in our employment contracts
and policies.
Our publications subscribe to the South African Press
Code, which prescribes news that is fair, accurate, truthful
and balanced, as well as the code of the Advertising
Standards Association, which promotes responsible and
truthful advertising. We also have an internal ombudsman
who monitors ethical reporting in our publications.
Complaints on media ethics and independence may also
be referred to the South African Press Council. Staff are
required to complete training on our code of ethics,
as well as other related topics, including whistleblowing
and privacy.
for investigative journalism. He was also shortlisted
for the prestigious 2023 Global Shining Light Awards
› Elizabeth Sejake was Media24’s second winner
of a national Vodacom Journalist of the Year award
(photography), and our newsrooms countrywide
produced 15 regional winners
› Five awards and six commendations in the Standard
Bank Sikuvile Journalism Awards
› Six IAB Bookmark Awards, including the Black Pixel
as best online publisher for the seventh consecutive year
› A slew of national literary awards for authors at our
book publishing divisions.
Media24
Looking forward
We remain committed to our strategic focus
of building a smaller, profitable media business;
adapting resources, costs and infrastructure
to ensure Media24’s sustainability in an ever-
evolving, digital-driven landscape.
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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 49.
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 the group.
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
3 / 50
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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 the 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.
Takealot
Grid-tied solar-power installations at the Takealot warehouse and distribution centres in Johannesburg and Cape Town
are underway and expected to be completed in the first quarter of FY25. In Johannesburg, solar capacity is expected
to increase from 240kWp to 600kWp, and 900kWp of solar capacity will be made available in Cape Town, making
these facilities more self-sufficient and sustainable. The new Takealot warehouse and distribution centre in Durban,
KwaZulu-Natal, is expected to be commissioned and operationalised in FY25 and will have a 300kWp solar system,
harvest rainwater for irrigation and toilets, and use water-saving sanitaryware.
Creating sustainable value
On scope 2, at our Prosus operations, we procure
renewable energy from the grid, except for two locations
– India and Hongkong where we are unable to procure
green energy for our leased offices. For these two
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.
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Naspers group environmental indicators
Scope 1, 2 and 3 emissions (material categories)
Corporate
tCO2e
Scope 1
0
Scope 2 market-based
0
Scope 3 purchased goods and services
8 913
Scope 3 business travel
5 097
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
tCO2e
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
33 359
Scope 2 market-based
12 733
Scope 3 purchased goods and services
1 093 209
Scope 3 downstream transportation and distribution
34 872
Media
Scope 1
1 191
Scope 2 market-based
5 442
Scope 3 purchased goods and services
47 061
Scope 3 downstream transportation and distribution
20 755
Total carbon footprint in metric tonnes CO2e
Scope 1
35 559.1 LA
Scope 2
19 826 LA
Scope 3
2 084 404 LA
C1 – purchased goods and services
1 743 915 LA
C6 – business travel
11 020 LA
C9 – downstream transportation and distribution
329 469 LA
Creating sustainable value
Carbon intensity
tCO2e/revenue
US$’m
Corporate
n/a
Food Delivery
0.23
Classifieds
2.31
Payments and Fintech
0.41
Edtech
1.90
Etail
15.38
Media
38.57
Total
8.6 LA
MWh
Energy use
Renewable
Non-renewable
Corporate
926
0
Food Delivery
0
2 258
Classifieds
821
4 268
Payments and Fintech
1 458
1 548
Edtech
630
985
Etail
14 988
148 771
Media
195
10 618
Total
187 466 LA
* tCO2e: tonnes of CO2 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.naspersreport2024.com/.
For Prosus carbon emissions, refer to page 50 of the Prosus annual report.
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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.
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.
Creating sustainable value
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.
Packaging at Takealot
In FY24, Takealot changed its stock-storage strategy
in the main distribution centres. This is expected
to reduce the number of boxes required per
customer order for around 70% of orders.
Additionally, it optimised its inbound courier
network to reduce the number of deliveries
to distribution centres and reduce costs.
Another cost- and environment-saving initiative was
to restore and reuse packaging pallets. At the
Cape Town distribution centres, onsite teams restore
and rebuild Takealot-owned damaged pallets and,
in Johannesburg, damaged pallets are sent for
repairs and then reused. For the year, 17 529
pallets were repaired in Cape Town alone.
In 2023, Takealot joined the South Africa Plastics
Pact, an industry collaboration of members that
spans the value chain for plastic packaging,
to tackle plastic packaging waste by creating
a circular economy. The pact advocates policy and
regulatory influence on local and national
government to improve implementations in waste
management (eg recycling facilities for more types
of plastics to enable more recycling/composting,
etc). As part of the pact, Takealot can learn from
large retailers on how they engage with suppliers
and producers on sustainable manufacturing and
labelling for plastics products; and receive
assistance with understanding legislation around
plastics (eg packing-related fees) and on package
recycling labelling.
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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% 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 the
barriers and enablers to scaling electric-vehicle adoption
in last-mile deliveries [include website link]. 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.
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.
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 m3
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 CO2e 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.
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.
Electrification of delivery fleets at
Takealot
Since the launch of the electric bike (e-bike)
programme in FY23, the e-bike count doubled
to over 200. Likewise, in collaboration with
renewable-energy company Aeversa and lease
vehicle supplier Avis, in FY24 Takealot launched
a fleet of 11 electric trucks. The intention is to
expand this fleet to 20 trucks in FY25.
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, the speed
of changes occurring within them, and the 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 some of 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
top located in urbanised locations with low biodiversity
concentrations. As such, the exposure to biodiversity risk
is low and dependency on ecosystem services and
minimal compared to other business sectors.
The biodiversity assessment conducted 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.
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Creating sustainable value
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
of 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.
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.
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.
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 the 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.
3 / 55
Group overview
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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.
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.
Employee
wellness
3 / 56
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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 25 564 (FY23: 27 573) 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.
Headcount by region
Europe, Middle
East and Africa
Latin America
Asia Pacific
North America
United Kingdom
Total
66%
24%
9%
1%
0%
100%
16 631
6 242
2 337
277
77
25 564
Do we employ more males than females?
Male
Female
Other
13 754
11 786
24
Total
25 564
Headcount by segment
Etail
Food Delivery
Payments and Fintech
Classifieds
Media24
Edtech
Naspers Ventures
Group functions
Other
Total
41%
20%
14%
11%
8%
3%
2%
1%
0%
100%
10 512
5 215
3 556
2 811
1 967
677
585
238
3
25 564
0.4%
1.8%
Employee gender composition
across all segments
0
20
40
60
80
100
Etail
Food Delivery
Payments and
Fintech
Classifieds
Print media
Edtech
Group functions
Naspers Ventures
Naspers Labs
47.0%
66.7%
43.8%
43.9%
42.4%
60.1%
55.5%
34.1%
47.8%
52.2%
52.5%
33.3%
56.2%
56.0%
57.6%
39.9%
44.5%
65.9%
Female
Male
Other
3 / 57
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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%
Media24 – focusing on our people
In FY24, Media24 continued its dignity-at-work
policy, provided training and measured the results
through a staff survey. Employee engagement
levels increased to a record 82%. Voluntary staff
turnover remains low, at 10% for the year, while
employee wellbeing was steady at 70%.
During the year, most staff returned to office
full time, which contributed to the team and
connection score’s 3% increase to 71%.
Media24 also introduced a new employee
wellness programme which provides unlimited
psycho-social and financial counselling as well
as coaching to employees and their families.
Media24 continued investing in its people,
spending R17.3m on training in FY24: 82% of skills
spend benefited black employees and learners.
The company provided R6.4m in bursaries for
higher education and offered 139 learnerships
to black South Africans during the year.
This year, our Future Skills programme – which ran
for its fifth year – was recognised at the annual
segment-training awards as the most outstanding
technology driven and Fourth Industrial Revolution
project in the sector. The programme combines
theory with real-world innovation projects in
Media24 and aims to develop the skills of mid-
level employees to embrace technological
change. In addition, we launched a six-month
leadership programme for 16 mid-level managers
to enhance their abilities to lead in times of
change and to collaborate across divisions.
We also achieved our employment equity targets
– including 24% black Africans in management.
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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 / 59
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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
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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
AIGP1 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.
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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.
Cyber-resilience
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.
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
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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 segment 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.
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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 34LA 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
(65LA 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 35LA 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 for the 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 social, ethics 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 95 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. Imposing our standards and
ensuring group-level visibility and oversight, must
be 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, 389 speak up cases were logged across the
group (including whistleblowing cases). Of these:
› 178LA were substantiated (fully or partially) and
remediated, as required
› 162LA were not substantiated
› 49LA 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
95 ethics and compliance officers across the group
95%LA of corporate employees completed our
ethics and compliance e-learning
389 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
social, ethics and 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 various 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 that 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.
Driver wellbeing at Takealot
Takealot ensures drivers are remunerated fairly
and paid above the South African minimum wage.
Drivers have the flexibility to provide their services
for various shifts during a day. Driver safety
is always top of mind: under adverse operating
conditions (eg political instability and social unrest
which leads to protest action and/or rioting
in areas), specific delivery areas are blacklisted
until safe. Widespread protest action results in the
service being switched off for operations. Service
areas are also deactivated during bad weather.
Drivers do not operate during any of these times.
Drivers are automatically registered for compulsory
group personal accident insurance which covers the
following if a driver is injured: transport to the
nearest medical facility, all in-hospital expenses
(within reason), time off for recovery (up to a certain
number of weeks) in the event of temporary
disability (broken limb, etc), and/or a once-off lump
sum payment in the event of permanent disability
or death (paid to beneficiaries).
Human rights
3 / 67
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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.
Takealot and Beautiful Gate
Beautiful Gate South Africa is a registered not-for-profit organisation providing care and support to vulnerable
children and families. It focuses on addressing issues of HIV/Aids and its impact on children, families and the
community. Takealot allows its customers the option to donate R5 to Beautiful Gate South Africa together with their
purchase. Takealot transfers these funds to Beautiful Gate on a quarterly basis where it is put to use in areas
of greatest need. Projects include child health support, learner education support (primary and high school), sports,
community collaboration and youth and community employment.
Naspers Labs
We established Naspers Labs to provide training for in-demand digital skills among young South Africans (aged
18 to 34) who have relevant post-matric qualifications but are unable to find employment. As part of our commitment
to advancing digital inclusion, Naspers Labs particularly focuses on recruiting marginalised groups. To date, Naspers
Labs has prepared 5 386 youth to become software developers, cloud engineers, cybersecurity technicians, data
analysts, desktop technicians, data scientists, web developers and robotics specialists, among others. Thanks to our
extensive partner networks – including Afrika Tikkun Services, CapaCity, Zaio and Mindworx – Naspers Labs has
to date placed 5 113 young people in tech and tech-enabled jobs. Naspers Labs is also a strong proponent
of enterprise acceleration. As part of our investment in this programme, we have provided business support
(incubation, acceleration and market access) to 59 (to date) young entrepreneurs, enabling them to improve their
businesses to become self-sustaining, leverage technology and grow. We believe that through our social impact
initiatives, Naspers is contributing to South Africa’s long-term growth and success by accelerating digital inclusion,
educating tomorrow’s tech talents and facilitating employment for historically underserved members of society.
In FY24, Naspers Labs has trained 1 430LA unemployed youth and provided employment opportunities to 1 193LA youth.
› 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 respective
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 on in their growth.
Media24 – community initiatives
Media24’s primary social impact programmes are
Volunteers24 and #1000ActsOfKindness. These
initiatives allow all staff up to three days’ paid
leave per year to volunteer for charitable causes
of their choice.
In FY24, 297 Volunteers24 days were logged.
For #1000ActsOfKindness, the main focus was
supporting six Cape-based community gardens.
The company’s business sectors also support non-
governmental organisations, registered charities
and public-interest campaigns with media
coverage, free advertising space and donations
of magazines, newspapers and stationery for
fundraising drives and events. The total value
of this support was R16.2m.
Media24 is a keen supporter of the arts and
a founding sponsor of the Klein Karoo Nasionale
Kunstefees, Woordfees, Aardklop and the
Suidoosterfees. In addition to funding from Naspers,
Media24 continued to offer these festivals
operational and marketing support, including office
space for the Suidoosterfees and Cape Town
Carnival.
3 / 68
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Social inclusion
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.
PayU
In line with its vision of creating a world without financial borders, PayU is focused
on the building blocks for meaningful empowerment across the societies in which
it operates:
a) Digital Literacy, STEM education and innovation – This is intended to promote
digital literacy through capacity building and training programmes and science,
technology, engineering and mathematics (STEM) education. PayU aims to create
awareness about digital and financial literacy among rural and semi-urban citizens,
stakeholders and the general public. Employees contribute as trainers and teachers.
b) Financial inclusion – PayU facilitates financial inclusion through various innovative
and digital solutions, including provision of credit and financial solutions. This
includes initiatives to bring financially excluded rural Indians into the banking system,
even when there is no electricity.
c) Capacity building for start-ups, small and medium enterprises and women
entrepreneurs – PayU is mentoring and empowering these entrepreneurs with
a range of business skills like financial literacy, marketing assistance, guidance
webinars, etc.
Takealot
Takealot has aligned with the Global Women in Tech movement to close the gender
gap and help women embrace technology. Initiatives to date include visiting high
schools to promote STEAM (science, technology, engineering, art and mathematics)
as career/study choices, especially for girls; supporting the annual GirlCode hackathon
as the prize sponsor, offering exciting rewards and incentives to motivate participants;
and partnering with GirlCode South Africa to host a careers day at the Takealot head
office where female learners from various schools were invited to engage in a fun tech
workshop.
› 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.
3 / 69
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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/Naspers paid and collected US$1.3bn
(US$1.1bn in FY23) in direct and indirect taxes globally.
Details of taxes per country are set out on the next page.
Naspers shows a meaningful normalised effective tax
rate of 26.1% for FY24 (FY23: 26.8%).
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.
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 we 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.
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.
3 / 70
Group overview
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Naspers
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
South Africa
20.7
2.8
61.8
0.5
85.8
28.0
4.9
32.9
118.7
121.1
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
28.6
Germany
0.5
3.2
19.6
–
23.3
0.4
–
0.4
23.8
22.4
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
12.2
–
15.1
0.1
–
0.1
15.2
13.9
Ukraine
3.0
0.8
1.2
–
5.0
8.8
–
8.8
13.8
7.4
Other
17.7
7.0
9.1
0.1
34.0
10.3
0.2
10.5
44.5
67.4
Total
332.3
130.0
412.2
31.9
918.3
356.0
10.6
366.6
1 311.5
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 31 countries add up to
the amounts under ‘Other’.
Tax
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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 this committee, 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 the 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
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.
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Tax
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.
Naspers 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 / 73
Group overview
Performance review
Sustainability review
Governance
Financial information
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 25 000
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 / 74
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Governance
Introduction
Established in 1915, Naspers has transformed into
a global consumer internet company and one of the
largest technology investors in the world. Through Prosus,
the group operates and invests globally in markets with
long-term growth potential, building leading consumer
internet companies that empower people and enrich
communities. Prosus has its primary listing on the
Euronext Amsterdam and a secondary listing on the JSE
Limited (JSE), Johannesburg’s stock exchange, and A2X
Markets in South Africa. Naspers is the majority owner
of Prosus.
In South Africa, Naspers is one of the foremost investors
in the technology sector and is committed to building its
internet and ecommerce companies in the country. These
include Takealot.com, Mr D Food, Superbalist, AutoTrader,
Property24 and PayU, in addition to Media24, South
Africa’s leading print and digital media business.
Listing and regulatory environment
Naspers has its primary listing on the JSE’s stock
exchange (NPN.SJ) and a secondary listing on A2X
Markets (NPN.AJ) in South Africa. It also has a
level 1 American Depository Receipt (ADR) programme
which trades on an over-the-counter (OTC) basis in the
US. Investors are therefore able to buy and sell Naspers
securities on several markets. Naspers’ subsidiary, Prosus
N.V. (Prosus), is listed on the Euronext Amsterdam with
secondary listings on the JSE’s stock exchange
(XJSE: PRX) and A2X Markets (PRX.AJ). It also has bonds
listed on the Euronext Dublin, and ADRs that trade on an
OTC basis in the US.
Right to hold and transfer shares
Naspers’ memorandum of incorporation places
no limitations on the right to hold or transfer N ordinary
shares (listed). There are no limitations on the right
to hold or exercise voting rights on these shares imposed
by South African law.
Naspers voting control structure
The aim of the Naspers voting control structure is to
ensure the continued independence of the group.
When entering foreign countries in the broad media
or communications spheres, and when dealing with
regulators, it is critical that we give an assurance of our
continuity of identity: in other words, that we will not, after
we have entered a territory or secured a licence, be
taken over by unknown entities with whom the country
or regulator may be uncomfortable. We believe that this
assurance of independence and continuity is critical for
our entry into, and operation in, many markets.
International
Differentiated voting rights and control structures are
commonly used in the media and internet sectors
to secure independence and deter raids or efforts
to seize control.
Many international media and technology companies
have differentiated rights or control structures. Some more
well-known examples include: Schibsted and
Tele2 in Norway; MTG in Sweden; Daily Mail and
General Trust in the UK; JD.com and Alibaba in China;
and Alphabet (Google), Meta, LinkedIn, 21st Century Fox,
News Corporation, Discovery, Liberty Global, Snap Inc.,
Zillow and Zynga in the US.
In recent times, many internet and tech companies
in particular have implemented similar structures.
Structure
The issued share capital of Naspers comprises two
classes of shares:
› N class ordinary shares that have one vote per share
and are listed on the JSE. As at 31 March 2024, there
are 180 860 622 N ordinary shares in issue
› Unlisted A class ordinary shares that have 1 000 votes
per share, but have relatively insignificant economic
participation (the dividends declared to A ordinary
shareholders are equal to one-fifth of the dividends per
share to which N ordinary shareholders are entitled).
As at 31 March 2024, there are 961 193 A shares
in issue. As approved on 24 August 2023, no holder
of A ordinary shares may control in excess of 34%
of Naspers.
A majority of A class ordinary shares are held by two
companies that together comprise the control structure
of Naspers.
Keeromstraat 30 Beleggings (RF) Limited (Keerom) and
Naspers Beleggings (RF) Limited (Nasbel) hold such number
of A class ordinary shares that together they control more
than 50% (currently 63.33%) of the voting rights in Naspers.
These two companies exercise such rights in consultation with
one another. No other entities are part of the control structure.
Keerom has 2 823 shareholders as at 31 March 2024 and
its constitutional documents provide that no shareholder
is entitled to exercise more than 50 votes regardless
of shareholding which represents 0.39% control.
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
› Naspers received 1.5427717 new ordinary shares B for
each existing ordinary share B held.
Furthermore, 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.
Nasbel has 2 591 shareholders as at 31 March 2024, one
of which is Heemstede Beleggings Proprietary Limited
(Heemstede) (a wholly owned subsidiary of Naspers) that
holds 49% of the shares in Nasbel.
The boards of directors of Keerom and Nasbel operate
independently.
Cross-holding structure
On 23 August 2023 and 24 August 2023, shareholders
of Prosus and of Naspers approved the unwind of the cross-
holding structure. The Prosus 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
Shareholding structure at 31 March 2024
0.06%
(0.01%)
Naspers
Beleggings (RF)
Limited
Prosus N.V.
Naspers
Limited1
Heemstede
Beleggings
Proprietary
Limited
Keeromstraat
30 Beleggings
(RF) Limited
0.04%
(0.01%)
29.33%
(0.03%)
34.00%
(0.05%)
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.
0.39%
6.11%
4 / 75
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Overview of governance
Governance structure
The governance structures of Naspers and Prosus
substantially mirror each other. Naspers and Prosus 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 and 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.
The audit and risk committees of the board monitor
compliance with the JSE and the Euronext Dublin
requirements applicable to the Prosus bonds listed
on that exchange.
The board’s projects, audit, risk, human resources and
remuneration, nominations, and social, ethics 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 King IV 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 the 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 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 investees, many of which are of significant
size, have adopted their own 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 and this is reflected in the standards
that 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 that
we have adopted on relevant topics, offering support
to associates through training or workshops, and
generally sharing our knowledge and expertise.
Periodically, teams of 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 King IV 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 King IV. 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, Takealot.com and Media24, as well as the
group company secretary and global head of governance,
group general counsel, group head of risk and audit,
global head of sustainability and global ethics and
compliance lead. The committee was tasked to ensure
the group’s governance structures and framework are
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.
The board’s responsibility statement on risk management
is on page 29.
Our approach to applying King IV
and statement by the board
Naspers is required, in terms of the JSE Listings
Requirements, to report its application of the principles
of King IV. In line with the overriding principle
in King IV of ‘apply and explain’, the board, to the best
of its knowledge, believes the group has satisfactorily
applied the principles of King IV. For a more detailed
review of Naspers’ application of King IV, refer to the
King IV application report 2024.
All board and board committee charters and policies
are aligned with the South African Companies Act, 2008
(Companies Act) requirements, the principles in
King IV and the JSE Listings Requirements. King IV
advocates a qualitative approach to implementing
recommended practices to realise the intended
governance outcomes.
In line with King IV recommendations, we consider
proportionality when we apply corporate governance
in the group. This means we apply the practices needed
to demonstrate the group’s governance in terms
of King IV as appropriate across the group.
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).
4 / 76
Group overview
Performance review
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Overview of governance
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 the
progress made towards the ambition to deliver
consolidated Ecommerce trading profit in the second half
of FY24. Further focus areas for the board were the 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 held
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 the
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, merging ESG
regulation 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 48.
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 financial statements; safeguarding and
maintaining accountability of its assets; and to detect
fraud, potential liability, loss and material misstatements
while complying with regulations. The directors
representing Naspers on boards of entities where it 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 external auditor considers elements
of the internal controls system and communicates
deficiencies when identified.
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 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 to 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 to continuously enhance
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 the independent 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
Naspers’ investor relations policy (refer to our website at
www.naspers.com/the-group/policies) describes the
principles and practices applied in interacting with
shareholders and investors. Naspers 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) is 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. Naspers
also complies with legislation and stock exchange rules
on forward-looking statements.
Closed periods
Naspers would typically be in a closed period on 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.
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Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Overview of governance
Analyst reports
To enhance the quantity and quality of research, Naspers maintains working relationships
with stockbrokers, investment banks and credit-rating agencies – irrespective of their views
or recommendations on the group.
Naspers 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, notice of which
appears in this integrated annual report, where shareholders 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.
Annual general meeting
Naspers held its 109th annual general meeting in August 2023. Shareholders were
encouraged to attend this meeting and to ask questions at or in advance of the meeting.
In 2024, Naspers will again hold an annual general meeting. The external auditor
is welcomed to this meeting and is entitled to address the audience. As questions asked
at the Naspers annual general meeting tend to focus on business-related matters,
governance and the remit of board committees, the chief executive, chief financial officer
and chairs of our board committees attend this meeting.
The annual general meeting for Naspers will be held in accordance with the notice of virtual
annual general meeting.
The board and its committees
Attendance at meetings
Directors1
Board (fixed
meetings)
Board3
(ad hoc
meetings)
Audit
committee
Risk
committee
Social, ethics and
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 Dijk2
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
60%
of directors are
independent
4 / 78
Group overview
Performance review
Sustainability review
Governance
Financial information
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
Gender diversity
10
2
5
6
9
2
8
2
6
8
1
6
2022
2021
2023
2024
Executive directors (male)
Non-executive directors (male)
Female
12
10
8
6
4
2
0
The board and its committees
Composition
Details of directors at 31 March 2024 are set out on pages 10 and 11.
Naspers 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 are 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.
The independence of each director was evaluated. The board
determined that although some directors had served as members for
nine years or longer, they all demonstrated they were independent
in character and judgement, and there were no relationships
or circumstances that were likely to affect or could appear to affect
their independence.
Diversity and inclusion
The board diversity and inclusion policy addresses the requirements
in the JSE Listings Requirements for all listed companies to have
a policy on how they address gender and race diversity 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 a one-third female (and male) representation. Over the past
three years, all new appointments to the board have been women.
Subsequent to year-end, at the time of writing this report, one-third
of non-executive directors are women. This demonstrates the board’s
ongoing commitment to transformation in line with its board diversity
and inclusion policy.
The group recognises and embraces the benefits of having a diverse
board and sees 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.
Racial diversity (%)
60%
20%
Local
International
Black people
Other
80%
20%
Naspers: Broad-based black economic empowerment (BBBEE) generic
scorecard1
Element
Target
score
Bonus
points
available
Bonus
points
achieved
Score
achieved
FY24
Equity ownership
25
20.00
Management control
9
2.16
Employment equity
10
4.77
Skills development
20
5
0.27
16.03 (includes the 0.27 bonus points)
Preferential procurement
27
2
1.71
16.46 (includes the 1.71 bonus points)
Enterprise and supplier development
15
2
2
17 (includes the 2 bonus points)
Socioeconomic development
5
5
Total score
111
9
3.98
81.42 (includes the total 3.98 bonus points)
Performance (%)
73.35%
BBBEE rating
Level 4
Priority elements achieved
Yes
1 BBBEE is a form of economic empowerment legislated in South Africa.
4 / 79
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
The board and its committees
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 of the company
and subsidiaries, 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.
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
can be found on our website at
www.naspers.com/about/policies.
The chair
The chair, Koos Bekker, is a non-executive director. 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
within the board
› In conjunction with the chief executive, representing
the board in communicating with shareholders, other
stakeholders and, indirectly, the 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 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.
Bob van Dijk resigned as chief executive and
as a member of the board with effect from 18 September
2023. Ervin Tu assumed the role of interim chief executive
of the group. The interim chief executive has no other
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.
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 the 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
› Acting as the company’s compliance officer as defined
in the Companies Act and as the delegated information
officer
› 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,
an admitted attorney with over 15 years of JSE-listed-
company experience, has the requisite competence,
knowledge and experience to carry out the duties
of a secretary of a public company 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.
Indemnification
While the whole board remains accountable for the
performance and affairs of the company, it delegates
certain functions to committees and management
to assist in discharging its duties.
Appropriate structures for those delegations are in place,
accompanied by monitoring and reporting systems
to ensure integrated thinking. As contemplated in the
memorandum of incorporation and our insurance
programme, indemnities have been issued by Naspers
to its directors.
4 / 80
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
The board and its committees
Board committees
The board has constituted six committees from among
the directors to assist in discharging its duties: audit; risk;
social, ethics and sustainability; nominations; human
resources and remuneration; and projects.
Each committee acts within agreed, written terms
of reference. The chair of each committee reports at each
scheduled board meeting.
The chairs of all committees (except the projects
committee) are non-executive directors and 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 and
the names of members in office during the financial year,
as well as details of committee meetings attended
by each member, appear in the table on page 78.
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 of its audit functions.
It comprises a majority of independent non-executive
directors and is chaired by Steve Pacak, a non-executive
director. The board considers Steve to be independent
of mind and judgement in his conduct as chair of the
committee.
Risk committee
The purpose of the risk committee is to assist the board
to discharge its responsibilities for the governance of risk
through formal processes, including an enterprise-wide
risk management process and system. The committee
comprises two independent non-executive directors,
as well as the chief executive and chief financial officer
and is chaired by Steve Pacak, a non‑executive director.
Social, ethics and sustainability
committee
The primary objective of the social, ethics and
sustainability committee is to assist the board in ensuring
the company meets its statutory obligations in terms
of section 72 and regulation 43 of the Companies Act.
The committee is responsible for overseeing and
reporting on organisational ethics, responsible corporate
citizenship, sustainable development and stakeholder
relationships for the group, taking into account specific
disclosures and best practice as recommended
by King IV.
The committee comprises a majority of non-executive
directors, the chief executive, chief financial officer
(alternate member) and chief executive of Media24.
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 minimum
of three 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. It comprises two
non-executive directors, one independent non-executive
director plus two 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, annually.
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 the board charter and charters of its
committees. The committees perform self-evaluations
against their charters for consideration by the
nominations committee and the 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 results with each director
and agreed on any training needs or areas requiring
attention by that director. Where a director’s performance
is 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.
The formal annual evaluation process showed that the
board and its committees had functioned well and
discharged their duties as per the 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 deliberation and the
decision-making process, and the Companies Act process
is applied accordingly. Directors must also adhere
to a policy on trading in securities of the company.
Refer to note 44 ‘Related party transactions and
balances’ on page 155 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.
Furthermore, the board complies, to the best of its
knowledge, with the Companies Act and its memorandum
of incorporation and monitors such compliance
continually.
4 / 81
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Audit committee
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:
› Monitoring the transition for rotating external
audit firms
› Unwinding the cross-holding structure between
Naspers and Prosus
› 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.
Key focus areas going forward
The committee’s key focus for the 2025 financial year
includes:
› Assessing the impact of changes to accounting standards
› Ensuring group reporting is in accordance with JSE
Listings Requirements and any other requirements
which arise due to Naspers’ listings
› Ongoing compliance with King IV
› 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.
Details of key audit matters and actions taken
or conclusions reached appear on page 82 to 84.
Steve Pacak
Chair: Audit committee
22 June 2024
Committee reports
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
Significant reporting matter
Conclusions reached/actions taken
Applicable to the consolidated financial statements
Impairment assessment of goodwill and equity-accounted
investments with limited headroom.
The consolidated financial statements include the following
material assets as at 31 March 2024:
› Goodwill, included in note 7 amounting to US$1.1bn
› Investment in associates, included in note 10 amounting
to US$34.8bn.
For goodwill, the group is required to perform an annual
test to assess the recoverable amount at the level
of relevant cash-generating units (CGUs) 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, the group is required
in accordance with IAS 36 to perform the impairment test
whenever there is objective evidence of impairment.
The committee received impairment reporting from
management including the results of the group’s annual
impairment testing of goodwill and those assets where
indicators of impairment existed. The committee reviewed
this reporting in terms of the consistent application
of management’s testing methodology, the achievability
of business plans and forecasts based on current and past
performance, the Naspers board approval thereof and the
critical assumptions applied.
In addition, as impairment testing remains a key area
of focus for the group’s external auditor, the committee
reviewed the external auditor’s reporting on impairment
testing and the valuations used for this purpose. The
committee also received detailed written feedback
from management on how valuation principles, areas
of judgement and forecasts have been impacted
by current economic conditions.
The impairment assessments for equity-accounted
associates and joint ventures considered the financial
performance of the investments during the year and
determined whether there were any significant indicators,
such as a decline in the market capitalisation for listed
investments, significant market movements or any material
financial losses for unlisted investments, that would result
in an impairment loss.
The group used its budgets and forecasts to perform
discounted cash flow valuations or market prices where
relevant, in order to determine the recoverable amount
(the higher of its value in use and listed market prices)
of its CGUs for goodwill to identify whether any
impairments should be recognised. Impairment losses
were therefore recognised for goodwill as a result these
impairment assessments.
Of all listed equity-accounted investments, impairment
indicators were identified for Delivery Hero and Skillsoft
due to the decline in their respective market capitalisations
in respect to their carrying values. Impairment losses were
therefore recognised for these investments as a result the
impairment assessment.
Management’s impairment tests resulted in recognition
of impairment charges in the consolidated financial
statements amounting to US$372m for goodwill and
US$482m 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 estimate 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 have considered the impairment assessment
of goodwill and equity-accounted investments with limited
headroom as a key audit matter.
4 / 82
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Committee reports
Significant reporting matter
Conclusions reached/actions taken
Applicable to the consolidated financial statements
For all unlisted equity-accounted investments impairment
losses were recognised due to the financial performance
falling below expectations and the decrease in the
enterprise values used in capital raise transactions during
the current year.
The committee received a report detailing the impairment
considerations as well as the reasons the impairment losses
were recognised for equity-accounted investments.
Based on the above impairment assessments, the
committee was satisfied with the appropriateness of the
analysis performed by management and the impairment-
related disclosures in the consolidated annual financial
statements.
Accounting for the equity-accounted investment in Tencent
Holdings Limited (Tencent).
The group holds a material investment in Tencent which
is equity accounted for in accordance with IAS 28 Investments
in Associates and Joint Ventures (IAS 28). The carrying
amount as at 31 March 2024 is US$30.1bn.
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 5 in the consolidated financial
statements, during the financial year, the group disposed
of a net 2% (inclusive of Tencent’s own share buyback
programme) of its investment in Tencent following the
group’s open-ended share-repurchase programme 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
buyback programme) resulted in a US$5.1bn gain on partial
disposal being the excess of the proceeds received on the
disposal over the proportion of its carrying value.
The committee received feedback from the group’s
representatives on the committees of Tencent and other
significant equity-accounted investments. The committee
reviewed the reporting of the contribution of equity-
accounted investments to the group’s results and financial
position as part of their review of the consolidated annual
financial statements. In addition, the committee received
reporting from management on significant transactions
related to equity-accounted investments (ie dividends and
disposals), the significant lag-period adjustments and/or
adjustments made to the underlying results of investees
to align the investees’ accounting policies to those
of the group.
The committee was satisfied with the adjustments made
and the critical judgements applied by management.
Significant reporting matter
Conclusions reached/actions taken
Applicable to the consolidated financial statements
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, the accounting for the investment in Tencent
is considered 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 10 of the consolidated
financial statements.
Significance of share-based compensation schemes and
valuation of share-based payments.
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 note 38 of the
consolidated financial statements.
The committee acknowledged that the human resources
and remuneration committee reviews the valuations,
including assumptions and allocations, of the share-based
compensation schemes as well as the various scheme rules.
The committee noted the report of the human resources
and remuneration committee will be tabled at the Naspers
board meeting in August and will detail the results of these
reviews as per the normal process. The committee noted
that these valuations and the underlying assumptions are
used for the accounting of share-based payments.
The committee also reviewed the accounting and disclosure
of share-based payments in the annual financial
statements.
As a result, the committee concluded that that accounting
and disclosure of share-based payments in the
consolidated annual financial statements is appropriate.
4 / 83
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Committee reports
Significant reporting matter
Conclusions reached/actions taken
Applicable to the consolidated financial statements
Elimination of the cross-holding structure between Naspers
Limited (Naspers) and Prosus N.V. (Prosus).
Effective 18 September 2023, the crossholding whereby
Prosus held shares in its parent, Naspers, was eliminated
(the transaction).
The effective economic interest of 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 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 notes 5 and 9 to the consolidated financial statements.
The committee acknowledged the complexity related to the
removal of the cross-holding structure and reviewed the
accounting, assumptions, judgements and disclosure
of this transaction in the annual financial statements.
The committee concluded that that accounting and
disclosure of the transaction in the annual financial
statements is appropriate.
The committee was also satisfied with the adjustments
made and the critical judgements applied by management.
Risk committee
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 59 to 61.
Details of how risk, compliance, and information and
technology are managed to result in the objectives
recommended by King IV are contained in the
King IV application report.
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
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 Dijk1
Executive
3
1 Resigned 18 September 2023.
4 / 84
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Social, ethics and sustainability committee
Nominations committee
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 effectiveness of the board, its members
and committees through a board-evaluation process
› Evaluating the performance and independence of the
company secretary.
Mandate
The committee fulfils statutory duties set out
in regulation 43 of the Companies Act, 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
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
› Consumer relationships, including the company’s
advertising, public relations and compliance with
consumer protection laws.
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
integrated annual report.
Debra Meyer
Chair: Social, ethics and 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
Members
Capacity
Attendance at meetings
D Meyer (chair)
Independent non-executive
2
MI Davidson
Executive
1
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 Dijk1
Executive
1
Y Xu2
Independent non-executive
0
1 Resigned 18 September 2023.
2 Appointed 25 April 2024.
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
4 / 85
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Human resources and remuneration committee
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 King IV. It is divided into three sections
(background statement, remuneration policy
and implementation) and is detailed
on pages 87 to 104.
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 Naspers and shareholder
outcomes.
Committee deliberation
Pay decision
OUR PAY
PRINCIPLES
INPUTS
OUTPUTS
Committee reports
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.
4 / 86
Group overview
Performance review
Sustainability review
Governance
Financial information
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$471m, or 8% (17%), from
US$6.0bn in the prior period to US$6.4bn. This was
primarily due to strong revenue growth in Classifieds and
Food Delivery. Consolidated trading loss of US$154m
reflects a sizeable US$486m 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 of 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$375m, 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
4 / 87
Group overview
Performance review
Sustainability review
Governance
Financial information
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 95.
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 integrated 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 King IV, 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 89.
› Implementation of remuneration policy: Sets out information on how
we implemented our policy for FY24.
Read more on page 92.
We conclude with an additional information section on page 104.
Note: All remuneration is presented at 100%, including the cost
apportioned to Naspers.
Structure of report
4 / 88
Group overview
Performance review
Sustainability review
Governance
Financial information
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 South African company, operating in highly competitive industries and geographies. Most
of our competitors are not listed in South Africa. Our remuneration practices are aligned within a global technology
landscape and may differ from what is customary in the South African 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
peers1
›
Vested PSUs are settled in shares
›
Details on page 90.
LTI* – Share
appreciation
rights (SARs)
›
SARs incentivise growth in the value of business units or an aggregation of underlying assets. See page 99 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 / 89
Group overview
Performance review
Sustainability review
Governance
Financial information
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,
as well as other elements, valuation of the underlying
assets 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 99.
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 companies1.
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 97.
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 Naspers2 shares are
delivered3 on vesting.
Gains, if any, are settled in cash.
On exercise, SOs are settled
in Naspers or Prosus
shares2, 3.
Focus on longer-
term value
creation
Value driven by longer-term
outcomes.
Third-party valuation driven
by longer-term projections4.
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 99 for details on the valuation process.
4 / 90
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Background and policy
Governance
Stakeholder engagement
Shareholder voting at annual general meetings
2023
(% in favour)
2022
(% in favour)
2021
(% in favour)
Remuneration policy
89.95
90.91
84.88
Implementation report
89.64
90.39
85.01
Non-executive directors’ remuneration
98.99 – 99.89
99.37 – 99.51
99.22 – 99.92
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
N ordinary shares and A ordinary shares exercised
at the annual general meeting.
We have outlined the committee’s decision process
on remuneration on page 86. A remuneration section
is included on our investor pages on our website
at www.naspers.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 95.
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 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 / 91
Group overview
Performance review
Sustainability review
Governance
Financial information
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
Naspers 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 Naspers, 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 Naspers 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
(%)
FY231
(%)
FY22
(%)
FY21
(%)
FY206
(%)
CAGR2
(%)
CFO remuneration
Cash3 YoY change
(40)
98
(9)
5
13
3
LTI4 YoY change
100
(100)
(2)
17
26
4
Company performance
Organic revenue growth5
12
7
24
32
23
17
Organic revenue growth6
(excluding Tencent)
15
28
47
48
29
30
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$) in which we grant LTIs.
5 Metric, excluding impact of foreign exchange (FX) and M&A.
6 FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.
4 / 92
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Implementation of remuneration policy
Illustrating the implementation of our remuneration policy for executive directors in FY24, the tables below show a single figure
for remuneration, as well as summarised STI and LTI.
Section 1: Chief financial officer – Basil Sgourdos
FY24 single-figure tables
LTI1, 2
Proportion
of fixed
and
variable
remunera-
tion
(%)
Currency
Base
salary
Standard
STI
Naspers
performance
share units
(PSUs)
Prosus
performance
share units
(PSUs)
PSUs
Naspers
Global
Ecommerce
share
appreciation
rights (SARs)
Naspers
N share
options
SOs
Prosus
N share
options
SOs
SO
Naspers
PSUs
(%)
Prosus
PSUs
(%)
Naspers
SOs
(%)
Prosus
SOs
(%) Pension
Other
benefits3
Total
remune-
ration4
€’000
1 168
1 109
1 899
2 524
4 423
2 224
316
421
737
42.9
57.1
42.9
57.1
92
19
9 772
13/87
US$’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 goals5
Weighting (%)
Target
Actual results
(US$’000)
Outcome6
Actual payout
(US$’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 70
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 77
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 57
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 52
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 44 ’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 44 of the consolidated financial statements. In note 44, 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 integrated 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$1 197 or 95%
of base salary for Basil Sgourdos (CFO).
4 / 93
Group overview
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Governance
Financial information
Other information
Implementation of remuneration policy
LTI FY24
LTI awards represent a significant portion
of total compensation. They are designed
to incentivise the delivery of sustainable
longer-term growth and value creation and
align the interests of our management with
our shareholders.
The entirety of our executive directors’ LTI
is determined by the performance of the
company and growth in the valuation of the
underlying assets and, as such, is deemed
‘at risk’.
Balance of executive directors’
unvested LTIs
As at 31 March 2024 (based on potential
value using share prices on that date).
Basil Sgourdos (%)
Prosus SOs 0
●
Ecommerce SARs 1
●
Naspers PSUs 56
●
Prosus PSUs 41
●
Naspers SOs 2
●
In the adjacent tables we set out
information on unvested LTIs and awards
that vested in FY24. Details of the group’s
LTI schemes settlement are disclosed
in note 38 on page 120 of the consolidated
financial statements.
Overview of LTI awards
Main conditions of share plans
Number of unvested awards1
Value in US$
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 date2
Potential
value of
unvested
awards
31 March
20243
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
–
–
23 166
–
–
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 38 of the financial statements on page 120. The share-based
payment reserve of vested but unexercised SOs is included in the aggregate retained earnings balance shown in note 25 of the financial statements on page 94.
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.
4 / 94
Group overview
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Governance
Financial information
Other information
Implementation of remuneration policy
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 99.
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$1
Naspers PSUs
2023/09/21
57 246
9 111 566
Naspers N SOs
2023/07/13
45 995
7 752 365
Total
16 863 931
1 The gain on the linked Prosus ordinary shares N is included above.
Section 2: Remuneration paid to the former chief executive – Bob van Dijk
Bob van Dijk stepped down as chief executive and executive director on 18 September 2023. We disclose Bob’s remuneration
from 1 April 2023 to 31 March 2024 (full-time employment) and the agreed severance.
Executive directors’ remuneration
versus company performance
FY24
(%)
FY231
(%)
FY22
(%)
FY21
(%)
FY205
(%)
CAGR2
(%)
Bob van Dijk remuneration
Cash3 YoY change
(35)
145
(13)
5
9
10
LTI4 YoY change
100
(100)
(3)
(2)
28
3
Company performance
Organic revenue growth5
12
7
24
32
23
17
Organic revenue growth6 (excluding Tencent)
15
28
47
48
29
30
Ecommerce share price growth
2
(24)
(22)
55
15
(2)
1 Includes continuing operations.
2 Period CAGR is between FY20 and FY24.
3 Base salary + benefits + actual bonus payout, using the currency in which CEO (in €) and CFO (in US$) 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$) in which we grant LTIs.
5 Metric, excluding impact of foreign exchange (FX) and M&A.
6 FY20 growth measured from date of listing. It is noted that all remuneration is presented on a full-year basis and at 100%, including the cost that is apportioned to Naspers.
FY24 goals and achievements
Group financial goals3
Weighting (%)
Target
Actual results
(US$’000)
Outcome4
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 57
73
Sustainability: Climate
5
Majority-owned businesses
measured and documented
material scope 3 emissions
Details on page 52
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.
3 Financial targets, actual results and outcomes based on Naspers economic-interest results.
4 Outcome assessed after adjustments for M&A, foreign exchange/constant currency and other approved items.
4 / 95
Group overview
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Governance
Financial information
Other information
Implementation of remuneration policy
FY24 single-figure table
LTI1, 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
payment
Other
benefits3
Total
remune-
ration4
€’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 awards5
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 date6
Fair value of
unvested awards
31 March
20247
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 44 ‘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 44 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 38 of the financial statements on page 120. The share-based payment reserve of vested but unexercised SOs is included in the aggregate retained
earnings balance shown in note 25 of the financial statements on page 94.
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 / 96
Group overview
Performance review
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Governance
Financial information
Other information
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$’000
2 064
2 736
4 800
2 400
344
456
800
4 / 97
Group overview
Performance review
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Governance
Financial information
Other information
FY25 single-figure table
Currency
Fixed
remuneration1
Standard
STI2
LTI3
Pension
Other
benefits4
Total
remuneration5
Proportion of
fixed and
variable
remuneration
(%)
PSUs6
SARs
SOs
€000
1 214
1 214
4 448
2 224
741
95
19
9 956
13/87
US$’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 integrated 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 93 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
4 / 98
Group overview
Performance review
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Governance
Financial information
Other information
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 15
on page 70 of the consolidated financial statements.
Pay ratio CEO vs employees
FY241
(%)
FY23
(%)
FY22
(%)
FY21
(%)
FY20
(%)
Global (including LTI)
129:1
237:1
340:1
316:1
311:1
Netherlands (including LTI)
16:1
30:1
40:1
19:1
22:1
Global (excluding LTI)
47:1
112:1
71:1
75:1
72:1
Netherlands (excluding LTI)
6:1
22:1
14:1
6:1
8:1
Average staff cost per full-time employee
US$65 308
US$62 819
US$55 088
US$44 252
US$38 645
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 reflects the re-rating of all our listed assets,
including Delivery Hero in particular which saw a YoY decline, but offset by an 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 / 99
Group overview
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Governance
Financial information
Other information
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 valuer1
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
20222
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 14% of total staff costs, and 3% 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 38 on page 120 of the consolidated financial statements on our website
at www.naspers.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$224m).
The table below sets out the details around Naspers shares purchased in the market during FY24 and FY23 in respect
of grants made in the various share trusts:
2024
2023
Number
of shares
Purchase
price
(US$)4
Average
purchase
price range
(R)
Number
of shares
Purchase
price
(US$)4
Average
market
price range
(R)
MIH Holdings Share Trust3
13 107
2 325 094
3 323.26
93 328
13 538 308
2 298.42 to
2 323.00
Naspers Restricted Stock
Plan Trust
186 368
33 335 280
3 311.82 to
3 359.69
4 899
706 527
2 397.50 to
2 463.00
Total
199 475
35 660 374
98 227
14 244 835
3 The MIH Holdings Share Trust is used to grant Naspers options to our South African employees.
4 Purchase price in ZAR converted to USD by using the exchange rate on date of purchase.
4 / 100
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Implementation of remuneration policy
Non-executive directors
Non-executive directors’ fees
Given the global scale and complexity of the businesses we operate and in which we have interests, it is important that
we can attract and retain the best globally orientated board members. Accordingly, the committee regularly benchmarks our
fees for non-executive directors to ensure they are competitive, fair and reasonable. This process is informed by the external
market, including market-fee levels for Naspers and Prosus industry peers internationally, as well as fee levels in the top
10 AEX and JSE companies.
At the August 2022 annual general meeting, shareholders approved a deferral of the FY23 fee increase to FY24. Based
on a recent review, the board is proposing a 5% fee increase for FY25.
Non-executive directors’ fee development
2020
(%)
2021
(%)
2022
(%)
2023
(%)
(deferred
to 2024)
2024
(%)
2025
(%)
2026
(%)
(proposed)
Board
5
0
5
0
5
5
5
Committees
5
0
5
0
5
5
5
Trustees of group share schemes/other
personnel funds
5
0
5
0
5
5
5
All members: Daily fees when
travelling to and attending meetings
outside of home country
0
0
0
0
0
0
0
Total non-executive fees paid
(US$’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 meetings1
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
Chair2
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
Social, ethics and 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 / 101
Group overview
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Implementation of remuneration policy
Non-executive directors’ fees – US$’000
2024
Directors’ fees1
Committees and trusts
Other fees2
Total
Non-executives
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
JP Bekker3
609
21
–
7
–
–
637
HJ du Toit4
–
–
–
–
–
–
–
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 Sorour5
272
–
–
–
–
120
392
JDT Stofberg
286
–
28
–
–
–
314
Y Xu
279
–
–
–
–
–
279
Total
3 868
85
823
43
–
220
5 039
2023
Directors’ fees1
Committees and trusts
Other fees2
Total
Non-executives
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
JP Bekker3
576
22
–
7
–
–
605
HJ du Toit4
–
–
–
–
–
–
–
S Dubey6
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 Sorour5
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 social, ethics 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 (FY23: 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 Naspers shares
The non-executive directors of Naspers had the following interests in Naspers A ordinary shares on 31 March 2024 and
31 March 2023:
Directors
31 March 2024 – Naspers A ordinary shares – beneficial
Direct
Indirect
Total
JDT Stofberg
–
175
175
SJZ Pacak7
–
106
106
Total
–
281
281
Directors
31 March 2023 – Naspers A ordinary shares – beneficial
Direct
Indirect
Total
JDT Stofberg
–
175
175
SJZ Pacak
–
105
105
Total
–
280
280
7
On 13 July 2023, Steve Pacak’s family trust acquired 1 additional A ordinary share.
4 / 102
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Implementation of remuneration policy
Directors
31 March 2024 – Naspers N ordinary shares – beneficial
Direct
Indirect1
Total
JP Bekker
–
1 687 887
1 687 887
HJ du Toit
1 265
–
1 265
S Dubey
–
–
–
CL Enenstein
–
415
415
M Girotra
–
–
–
RCC Jafta
–
–
–
AGZ Kemna
–
–
–
FLN Letele
2 604
–
2 604
D Meyer
–
–
–
R Oliveira de Lima
–
–
–
SJZ Pacak
113 986
28 800
142 786
V Sgourdos2, 3
–
143 223
143 223
MR Sorour4, 5, 6
900
81 296
82 196
JDT Stofberg
81 028
291 888
372 916
B van Dijk7
175 236
291 899
467 135
Y Xu
–
–
–
Total
375 019
2 525 408
2 900 427
1 Naspers SOs that have been released (vested), but not yet been exercised, are included in the indirect column: Bob van Dijk: 291 899 (FY23: 282 070), Basil Sgourdos: 50 378 (FY23: 90 841).
Mark Sorour: 80 854 (FY22: 159 428).
2 On 13 July 2023, Basil Sgourdos transferred 25 522 shares from his own name to a recently established family trust. In addition, Basil Sgourdos exercised a total of 45 995 share options and the
linked Prosus N.V. share options. Basil disposed 27 300 shares at an average cost of R3 372.17 per share to cover taxes and took delivery of the remaining 18 695 shares in his recently
established family trust.
3 On 21 and 22 September 2023, Basil Sgourdos exercised 57 246 Naspers PSUs. He disposed of 840 Naspers N ordinary shares at an average price of R3 049.61 per share and
7 778 Naspers N ordinary shares at an average price of R3 014.69 per share and took delivery of the remaining 48 628 Naspers N ordinary shares into his family trust.
4 On 27 June 2023, Mark Sorour exercised 37 479 share options and the additional linked share options received at the time of the listing of Prosus. Mark Sorour disposed of 19 900 of the shares
at an average price of R3 270.41 per share and took delivery of the remining 17 579 shares in his own name.
5 On 8 February 2024, Mark Sorour exercised 41 095 share options and the additional linked share options received at the time of the listing of Prosus. Mark Sorour disposed of 23 689 of the
shares at an average price of R3 367.84 per share and took delivery of the remaining 17 406 shares in his own name.
6 On 25 March 2024, Mark Sorour sold 35 434 Naspers N ordinary shares on market at an average price of R3 133.68 per share.
7 Resigned as a director of Naspers and Prosus on 18 September 2023.
Directors
31 March 2023 – Naspers N ordinary shares – beneficial
Direct
Indirect8
Total
JP Bekker
–
1 687 887
1 687 887
HJ du Toit
1 265
–
1 265
S Dubey9
–
–
–
CL Enenstein
–
415
415
M Girotra
–
–
–
RCC Jafta
–
–
–
AGZ Kemna
–
–
–
FLN Letele
2 604
–
2 604
D Meyer
–
–
–
R Oliveira de Lima
–
–
–
SJZ Pacak10
113 986
28 800
142 786
V Sgourdos11, 12
25 522
90 841
116 363
MR Sorour
1 349
159 870
161 219
JDT Stofberg
81 028
291 888
372 916
B van Dijk13, 14
175 236
282 070
457 306
Y Xu
–
–
–
Total
400 990
2 541 771
2 942 761
8
Naspers SOs that have been released (vested), but not yet been exercised, are included in the indirect column: Bob van Dijk: 282 070 (FY22: 1 088 957). Basil Sgourdos: 90 841 (FY22: 104 395).
Steve Pacak: 0 (FY22: 54 000). Mark Sorour: 159 428 (FY22: 166 194).
9
Appointed as a director of Prosus on 24 August 2022 and Naspers on 1 April 2022.
10 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.
11 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.
12 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.
13 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.
14 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.
4 / 103
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
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 / 104
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
About this report
This integrated 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 first materiality assessment as well as progress
made 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 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
equities) 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 Naspers 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.
References to appendices and links to the website are
not considered part of this integrated annual report but
are included for additional information.
Non-IFRS financial measures and
alternative performance measures
In presenting and discussing our performance, we use
certain alternative performance measures not defined
by IFRS referred to as non-IFRS 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 provide investors with additional information
to measure its operating performance. These APMs
should not be viewed in isolation as alternatives
to the equivalent IFRS measures and should be used
as supplementary information in conjunction with the
most directly comparable IFRS measures. APMs do not
have a standardised meaning under IFRS and therefore
may not be comparable to similar measures presented
by other companies. Their usefulness is therefore subject
to limitations.
Refer to:
› Note 22 ‘Segment information’ of the consolidated
financial statements for a reconciliation to the nearest
IFRS measure of the following APMs used in the
segment information: revenue on an economic-interest
basis; adjusted EBITDA; and trading profit or loss.
› Note 23 ‘Earnings per share’ of the consolidated
financial statements for a reconciliation to the nearest
IFRS measure of headline earnings.
4 / 105
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
About this report
The scope for our group internal audit and risk support
function includes all controlled assets. The head
of internal audit and risk support reports to the audit
committee and presents for its approval an objective-
driven, risk-based internal audit plan. Where required,
external parties, such as forensic specialists or data
analytics experts, support the internal audit function.
Other external assurance providers are enlisted
as needed. In our more regulated businesses (like
PayU), regulatory inspectors visit periodically.
The audit committee recommends the appointment
of the external auditor to shareholders, reviews the
auditor’s independence annually and oversees the
external audit. The audit committee makes
recommendations to the board and assists the board
in ensuring the integrity of external reports.
Statement of the board of directors
on the integrated annual report
This integrated annual report is primarily intended
to address the information requirements of long-term
investors (our equity shareholders, bondholders and
prospective investors). We also present information
relevant to the way we create value for other key
stakeholders, including our employees, clients, customers,
regulators and society.
After being reviewed by the audit committee and board,
the board approved the integrated annual report. The
integrated annual report was prepared using the IIRC
framework and recommendations of King IV. In our opinion,
the integrated annual report and annual financial
statements fairly reflect the financial position of the group
and its operations at 31 March 2024.
On behalf of the board
Koos Bekker
Ervin Tu
Chair
Interim chief executive
Cape Town
22 June 2024
Materiality and material matters
We apply the principle of materiality in assessing what
information to include in our integrated annual report. This
report focuses particularly on those issues, opportunities
and challenges that impact materially on the group and its
ability to be a sustainable business that delivers value
to key stakeholders, including our shareholders.
Assurance
Financial information in this report extracted from the
audited Naspers Limited consolidated annual financial
statements for the year ended 31 March 2024 was
audited by Deloitte & Touche South Africa. (Deloitte)
Deloitte issued an independent auditor’s assurance report
on the compilation of pro forma financial information
(refer to page 109). In addition, Deloitte performed limited
assurance on our scope 1, 2 and 3 carbon footprint (refer
to page 52). South African broad-based black economic
empowerment (BBBEE) information (for Naspers and
Media24) was assured by EmpowerLogic.
The group has a combined assurance model for internal
use. This model is designed to cover key risks through
a combination of assurance service providers and
functions as appropriate for Naspers.
An overview of combined assurance per key risk
is reported for consideration by the audit and risk
committees.
Legislation and frameworks that
inform our reporting
We are guided by the following standards in preparing
this integrated annual report:
› 2013 Framework of the International Integrated
Reporting Council (IIRC) (now part of the IFRS
Foundation, which includes Value Reporting
Foundation/SASB): this principles-based approach
promotes the concept of the six capitals1, which
considers material inputs and resources required
to create and sustain value in the long term. We
describe key components of the Naspers value chain
(business model) that creates and sustains value for our
stakeholders
› We have aligned our climate change approach and
our integrated 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
with 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 which goals closely align
with our business
› South African Companies Act 71 of 2008, as amended
(Companies Act)
› King IV Report on Corporate Governance for South
Africa (King IVTM)2
› IFRS.
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 As identified in the framework of the International Integrated Reporting Council: financial, human, intellectual, manufactured, social and natural capitals.
2 The Institute of Directors in South Africa NPC (IoDSA) owns all copyright and trademarks for King IV.
4 / 106
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
1960 – 2010
Pre deep-learning era.
Machines are
programmed
1940
First electronic
computer
2010 – 2023
Deep-learning
era. Machines
learn from
data
Financial information
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.
4 / 107
Group overview
Performance review
Other information
Sustainability review
Governance
Financial information
4 / 108
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Statement of responsibility by the board of directors
for the year ended 31 March 2024
Interim chief executive and chief financial officer
responsibility statement
In discharging this responsibility, the board of directors of Naspers Limited rely on the management of the group to prepare
the consolidated annual financial statements, separately available at www.naspers.com, in accordance with International
Financial Reporting Standards (IFRS) and the Companies Act 71 of 2008. The summary consolidated annual financial
statements include amounts based on judgements and estimates made by management. The information given
is comprehensive and presented in a responsible manner.
The directors accept responsibility for the preparation, integrity and fair presentation of the summary consolidated annual
financial statements and are satisfied that the systems and internal financial controls implemented by management
are effective.
The directors believe that the company and group have adequate resources to continue operations as a going concern
in the foreseeable future, based on forecasts and available cash resources. The summary consolidated annual financial
statements support the viability of the company and the group. The preparation of the summary consolidated annual
financial statements was supervised by the chief financial officer, Basil Sgourdos CA(SA).
The independent auditing firm Deloitte & Touche South Africa (Deloitte), 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 annual financial statements from which the summary consolidated annual financial
statements were derived.
The directors believe that representations made to the independent auditor during the audit were valid and appropriate.
Deloitte’s audit report is presented on page 109.
The summary consolidated annual financial statements were approved by the board of directors on 22 June 2024 and are
signed on its behalf by:
Koos Bekker
Ervin Tu
Chair
Interim chief executive
22 June 2024
Each of the persons whose names are stated below, hereby confirms that:
a the annual financial statements set out on pages 113 to 120, fairly present in all material respects the financial position,
financial performance and cash flows of the issuer in terms of IFRS;
b to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the
annual financial statements false or misleading;
c
internal financial controls have been put in place to ensure that material information relating to the issuer and its
consolidated subsidiaries have been provided to effectively prepare the financial statements of the issuer;
d the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial
statements, having fulfilled our role and function as interim chief executive and executive director with primary
responsibility for implementation and execution of controls;
e
where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design
and operational effectiveness of the internal financial controls and have taken steps to remedy the deficiencies; and
f
we are not aware of any fraud involving directors.
Ervin Tu
Basil Sgourdos
Interim chief executive
Chief financial officer
22 June 2024
Interdependent auditor’s assurance report
Independent auditor’s assurance report on the compilation of pro forma
financial information included in the integrated annual report for 31 March 2024
To the Directors of Naspers Limited
Dear Sirs/Mesdames
We have completed our assurance engagement to report on the compilation of pro forma financial information of Naspers Limited
(‘the Group’) by the directors. The pro forma financial information, as set out on pages 113 to 117 in the ‘Naspers 2024 Integrated
Annual Report’ dated 22 June 2024, consists of the following Non-IFRS information (‘pro forma information’) included in the tables
under the Financial alternative performance measures section and described in the Financial alternative performance measures
glossary for the year ended 31 March 2024:
› Growth in local currency excluding acquisitions and disposals, both on a consolidated basis and on an economic-interest basis,
relating to both revenue and trading profit, the impact of foreign currency, excluding current period acquisitions and disposals,
to reflect the constant currency with the prior period (organic growth figures);
› Core headline earnings disclosure on a per share basis for continuing operations, discontinuing operations and total operations;
› Reconciliation of earnings to core headline earnings; and
› Reconciliation of cash generated from operations to free cash flow.
The pro forma financial information has been compiled on the basis of the applicable criteria specified in the JSE Limited (JSE)
Listings Requirements.
The pro forma financial information has been compiled by the directors to illustrate the Group’s performance for the year ended
31 March 2024 as well as the comparatives for the same prior year period.
The purpose of pro forma financial information is to separately present a measure of core headline earnings, a reconciliation
between headline earnings and core headline earnings and the contribution of equity accounted investments to core headline
earnings (core headline earnings measures) as at 31 March 2024; to present the impact of foreign currency, excluding current period
acquisitions and disposals; to reflect the constant currency with the prior period (organic growth figures) on certain earnings measures
as at 31 March 2024 and to present a reconciliation of cash generated from operations to free cash flow for the year ended
31 March 2024.
As part of this process, information about the Group’s financial performance has been extracted by the directors from
the consolidated annual financial statements for the year ended 31 March 2024, on which an auditor’s report was issued on 22 June
2024 and which contained an unmodified auditor’s opinion.
Directors’ responsibility for the pro forma financial information
The directors are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified
in the JSE Listings Requirements and described in the Financial alternative performance measures glossary for the year ended
31 March 2024.
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors
issued by the Independent Regulatory Board for Auditors (IRBA Code), which is founded on fundamental principles of integrity,
objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the
corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards).
The firm applies the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits
or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, which requires the firm to design,
implement and operate a system of quality management, including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Auditor’s responsibility
Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects,
by the directors on the basis specified in the JSE Listings Requirements based on our procedures performed.
We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance
Engagements to Report on the Compilation of Pro Forma Financial Information included in a Prospectus which is applicable to an
engagement of this nature. This standard requires that we comply with ethical requirements and plan and perform our procedures
to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the
basis specified in the JSE Listings Requirements.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial
information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit
or review of all of the financial information used in compiling the pro forma financial information.
The purpose of pro forma financial information is to separately present a measure of core headline earnings, a reconciliation
between headline earnings and core headline earnings and the contribution of equity accounted investments to core headline
earnings (core headline earnings measures) as at 31 March 2024; to present the impact of foreign currency, excluding current period
acquisitions and disposals; to reflect the constant currency with the prior period (organic growth figures) on certain earnings measures
as at 31 March 2024 and to present a reconciliation of cash generated from operations to free cash flow for the year ended
31 March 2024.
We do not provide any assurance that the actual results for the year ended 31 March 2024 would have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material
respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the
compilation of the pro forma financial information provides a reasonable basis for presenting the significant effects directly attributable
to the transaction or event, and to obtain sufficient appropriate evidence about whether:
› The related pro forma adjustments give appropriate effect to those criteria; and
› The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.
Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate
action or event in respect of which the pro forma financial information has been compiled, and other relevant engagement
circumstances.
Our engagement also involves evaluating the overall presentation of the pro forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the pro forma financial information included in the tables under the Financial alternative performance measures
section and described in the Financial alternative performance measures glossary section of the Naspers 2024 Integrated Annual
Report for the year ended 31 March 2024 has been compiled, in all material respects, on the basis of the applicable criteria
specified by the JSE Listings Requirements.
Deloitte & Touche
Registered Auditor
Per: James Welch
Partner
22 June 2024
5 Magwa Crescent
Waterfall City Waterfall
Johannesburg 2090
South Africa
5 / 109
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Extract of consolidated statement of financial position
as at 31 March 2024
Extract of consolidated income statement
for the year ended 31 March 2024
31 March
2024
US$’m
2023
US$’m
ASSETS
Non-current assets
39 993
41 667
Property, plant and equipment
764
786
Goodwill
1 094
1 483
Other intangible assets
335
391
Investments in associates
34 789
35 930
Investments in joint ventures
43
70
Investments and loans
2 538
2 664
Financing receivables
197
133
Other receivables
44
46
Related party receivables
167
143
Deferred taxation
22
21
Current assets
22 282
23 831
Inventory
355
415
Trade receivables
310
281
Financing receivables
360
278
Other receivables
1 047
887
Related party receivables
27
33
Derivative financial instruments
—
5
Other investments
3 185
4 707
Short-term investments
13 834
6 727
Cash and cash equivalents
2 243
9 849
21 361
23 182
Assets classified as held for sale
921
649
TOTAL ASSETS
62 275
65 498
EQUITY AND LIABILITIES
Capital and reserves attributable to the group's equity holders
17 872
18 960
Share capital and premium
4 611
4 611
Treasury shares
(564)
(46 825)
Other reserves
(27 477)
12 211
Retained earnings
41 302
48 963
Non-controlling interests
23 410
25 645
TOTAL EQUITY
41 282
44 605
Non-current liabilities
16 188
16 281
Post-employment medical liability
14
16
Long-term liabilities
15 990
15 939
Other non-current liabilities
62
135
Cash-settled share-based payment liability
38
73
Provisions
5
5
Deferred taxation
79
113
Current liabilities
4 805
4 612
Current portion of long-term liabilities
496
487
Provisions
64
47
Trade payables
427
406
Accrued expenses
1 875
1 854
Other current liabilities
688
773
Cash-settled share-based payment liability
474
655
Related party payables
4
6
Taxation payable
31
76
Dividends payable
2
2
Derivative financial instruments
1
2
Bank overdrafts
15
28
4 077
4 336
Liabilities classified as held for sale
728
276
TOTAL EQUITY AND LIABILITIES
62 275
65 498
31 March
2024
US$’m
2023
US$’m
Continuing operations
Revenue
6 431
5 960
Cost of providing services and sale of goods
(3 966)
(4 085)
Selling, general and administration expenses
(2 647)
(2 307)
Other (losses)/gains – net
(380)
(641)
Operating loss
(562)
(1 073)
Interest income
920
482
Interest expense
(585)
(569)
Other finance income/(cost) – net
74
(56)
Dividend income
—
62
Share of equity-accounted results
2 810
5 176
Impairment of equity-accounted investments
(483)
(1 745)
Dilution (losses)/gains on equity-accounted investments
(238)
(252)
Gains on partial disposal of equity-accounted investments
5 053
7 622
Net gains/(losses) on acquisitions and disposals
(3)
51
Profit before taxation
6 986
9 698
Taxation
(151)
(51)
Profit from continuing operations
6 835
9 647
(Loss)/profit from discontinued operations1
(270)
307
Profit for the year
6 565
9 954
Attributable to:
Equity holders of the group
2 855
4 331
Non-controlling interests
3 710
5 623
6 565
9 954
Per share information related to total operations (US cents)2
Earnings per ordinary share
1 532
2 078
Diluted earnings per ordinary share
1 476
1 998
Per share information related to continuing operations (US cents)2
Earnings per ordinary share
1 595
2 014
Diluted earnings per ordinary share
1 539
1 934
1 The prior year amount has been restated due to the discontinued operation of OLX Autos.
2 Earnings per share is based on the weighted average number of shares taking into account the impact of the removal of the group’s cross-holding structure in the current and prior year.
5 / 110
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Extract of consolidated statement of comprehensive income
for the year ended 31 March 2024
Extract of consolidated statement of cash flows
for the year ended 31 March 2024
31 March
2024
US$’m
Restated1
2023
US$’m
Profit for the year
6 565
9 954
Total other comprehensive loss, net of tax, for the year
Items that may be subsequently reclassified to profit or loss
Foreign exchange (losses)/gains arising on translation of foreign operations2, 3
(1 644)
(2 421)
Share of equity-accounted investments’ movement in foreign currency translation reserve
624
797
Items that may not be subsequently reclassified to profit or loss
Fair value gains/(losses) on financial assets through other comprehensive income
(1 775)
21
Share of equity-accounted investments’ movement in other comprehensive income1
(511)
(3 005)
Total other comprehensive loss for the year – net of tax
(3 306)
(4 608)
Total comprehensive income for the year
3 259
5 346
Attributable to:
Equity holders of the group
1 370
2 524
Non-controlling interests
1 889
2 822
3 259
5 346
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.
2 The prior year includes the reclassification to the consolidated income statement of US$202m relating to the disposal of Avito.
3 The significant movement relates to the translation effects from equity-accounted investments. The current year also includes a net monetary gain of US$37m (FY23: US$102m) relating
to hyperinflation accounting for the group’s subsidiaries in Turkey.
31 March
2024
US$’m
2023
US$’m
Cash flows from operating activities
Cash generated from/(utilised in) operations
144
(376)
Dividends received from equity-accounted investments
760
575
Cash generated from operating activities
904
199
Interest income received
859
324
Interest costs paid
(585)
(567)
Taxation paid
(144)
(133)
Net cash generated from/(utilised in) operating activities
1 034
(177)
Cash flows from investing activities
Property, plant and equipment acquired
(73)
(268)
Proceeds from sale of property, plant and equipment
11
12
Intangible assets acquired
(25)
(34)
Proceeds from sale of intangible assets
1
—
Acquisitions of subsidiaries and businesses, net of cash
(2)
(18)
Disposals of subsidiaries and businesses, net of cash
193
2 055
Acquisition of associates
—
(12)
Disposal of associates
—
—
Partial disposals of associates
7 256
10 613
Additional investment in existing associates
(49)
(293)
Additional investments in existing joint ventures
—
(1)
Acquisition of short-term investments1
(13 738)
(6 606)
Maturity of short-term investments1
6 709
3 924
Cash paid for other investments2
(136)
(559)
Cash received from other investments3
14
3 764
Cash movement in other investing activities
(19)
(22)
Net cash generated from investing activities
142
12 555
Cash flows from financing activities
Payments for the repurchase of own shares
(3 069)
(3 150)
Proceeds from long and short-term loans raised
134
196
Repayments of long and short-term loans
(122)
(56)
Additional investments in existing subsidiaries4
(7 766)
(11 509)
Proceeds from sale of subsidiary shares
3 003
2 745
Repayments of capitalised lease liabilities
(76)
(63)
Acquisition of group shares for equity-settled share-based compensation plans
(137)
(125)
Additional investment from non-controlling shareholders
3
67
Dividends paid by the holding company
(199)
(191)
Cash movements in other financing activities
(10)
(10)
Net cash utilised in financing activities
(8 239)
(12 096)
Net movement in cash and cash equivalents
(7 063)
282
Foreign exchange translation adjustments on cash and cash equivalents
(181)
(82)
Cash and cash equivalents at the beginning of the year
9 821
9 715
Cash and cash equivalents classified as held for sale
(349)
(94)
Cash and cash equivalents at the end of the year
2 228
9 821
1 Relates to short-term cash investments with maturities of more than three months from the date of acquisition.
2 Relates to payments for the group’s fair value through other comprehensive income investments.
3 Relates mainly to the group’s investments at fair value.
4 Relates to transactions with non-controlling interest resulting in changes in effective interest of existing subsidiaries. Includes the repurchase of Prosus shares on the market of US$7.3bn (FY23:
US$9.9bn).
5 / 111
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Segmental analysis – reconciliation to the consolidated income statement
for the year ended 31 March 2024
Trading profit/(loss) as presented in the segment disclosure is the chief operating decision-maker (CODM) and management’s key
measure of each segment’s operational performance. A reconciliation of the consolidated cash utilised in operating activities, segmental
trading profit/(loss) to operating profit/(loss) and profit before tax as reported in the income statement is provided below:
Segmental analysis
Year ended 31 March 2024
Classifieds
US$’m
Food
Delivery
US$’m
Payments
and
Fintech
US$’m
Edtech
US$’m
Etail
US$’m
Other
US$’m
Total
Ecommerce
US$’m
Media
US$’m
Corporate
segment
US$’m
Total
US$’m
Consolidated adjusted
EBITDA from continuing
operations1
187
77
(23)
(91)
46
(35)
161
7
(171)
(3)
Depreciation
(12)
(8)
(5)
(6)
(77)
(2)
(110)
(5)
(7)
(122)
Amortisation of software
(1)
(1)
(1)
(1)
(7)
—
(11)
—
—
(11)
Interest on capitalised
lease liabilities
(2)
(1)
(2)
—
(11)
—
(16)
(1)
(1)
(18)
Consolidated trading
loss from continuing
operations1
172
67
(31)
(98)
(49)
(37)
24
1
(179)
(154)
Interest on capitalised
lease liabilities
2
1
2
—
11
—
16
1
1
18
Amortisation of other
intangible assets
(6)
(2)
(12)
(43)
(5)
(10)
(78)
—
—
(78)
Other (losses)/gains – net
—
(3)
1
(372)
(3)
(3)
(380)
—
—
(380)
Retention option expense
(2)
—
38
—
3
—
39
—
—
39
Remeasurement of cash-
settled share-based
incentive expenses
1
(66)
11
12
3
7
(32)
—
29
(3)
Share-based incentives
for share options settled
in Naspers Limited shares
—
—
—
—
—
—
—
(1)
(3)
(4)
Consolidated operating
loss from continuing
operations
167
(3)
9
(501)
(40)
(43)
(411)
1
(152)
(562)
1 Refer to the glossary for an explanation of the group’s alternative performance measures.
Year ended 31 March 2023
Classifieds
US$’m
Food
Delivery
US$’m
Payments
and
Fintech
US$’m
Edtech
US$’m
Etail
US$’m
Other
US$’m
Total
Ecommerce
US$’m
Media
US$’m
Corporate
segment
US$’m
Total
US$’m
Consolidated adjusted
EBITDA from continuing
operations1
73
(94)
(77)
(122)
(1)
(87)
(308)
11
(201)
(498)
Depreciation
(11)
(9)
(6)
(6)
(69)
(3)
(104)
(5)
(7)
(116)
Amortisation of software
(4)
(1)
—
(3)
(5)
1
(12)
—
(1)
(13)
Interest on capitalised
lease liabilities
(2)
(2)
—
—
(8)
—
(12)
(1)
—
(13)
Consolidated trading
loss from continuing
operations1
56
(106)
(83)
(131)
(83)
(89)
(436)
5
(209)
(640)
Interest on capitalised
lease liabilities
2
2
—
—
8
—
12
1
—
13
Amortisation of other
intangible assets
(4)
(1)
(17)
(43)
(6)
(5)
(76)
—
—
(76)
Other (losses)/gains – net
(40)
(3)
(3)
(553)
(2)
(40)
(641)
—
—
(641)
Other
—
—
3
—
—
—
3
—
—
3
Retention option expense
(2)
—
(26)
—
8
—
(20)
—
—
(20)
Remeasurement of cash-
settled share-based
incentive expenses
34
55
(5)
29
9
34
156
—
146
302
Share-based incentives
for share options settled
in Naspers Limited shares
(3)
—
—
—
—
(2)
(5)
(3)
(6)
(14)
Consolidated operating
loss from continuing
operations
43
(53)
(131)
(698)
(66)
(102)
(1 007)
3
(69)
(1 073)
1 Refer to the glossary for an explanation of the group’s alternative performance measures.
5 / 112
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Growth in local currency, excluding acquisitions and disposals
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Consolidated revenue
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F1
G2
H3
IFRS
US$’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$’m
Local
currency
growth
% change
IFRS
% change
Ecommerce
5 756
(235)
(194)
(43)
976
6 260
18
9
– Classifieds
519
—
17
33
138
707
27
36
OLX Europe
441
—
—
36
133
610
30
38
OLX South Africa
45
—
—
(5)
6
46
13
2
Other
33
—
17
2
(1)
51
– Payments and Fintech
903
(8)
1
(134)
344
1 106
38
22
Core PSP
790
(6)
1
(135)
325
975
41
23
PayU India
399
—
—
(12)
57
444
14
11
Total GPO4
393
(7)
1
(122)
268
533
69
36
GPO
293
(7)
1
(21)
59
325
21
11
Iyzico
85
—
—
(101)
202
186
>100
>100
Other
15
—
—
—
7
22
Other
(2)
1
—
(1)
—
(2)
—
—
India credit
83
—
—
(2)
26
107
31
29
Other
30
(2)
—
3
(7)
24
– Food Delivery
1 371
(218)
(234)
55
248
1 222
22
(11)
iFood
1 371
(218)
(234)
55
248
1 222
22
(11)
Core Food
1 231
(220)
(216)
50
244
1 089
24
(12)
Extensions
140
2
(18)
5
4
133
3
(5)
– Edtech
134
—
—
2
12
148
9
10
GoodHabitz
40
—
—
2
8
50
20
25
Stack Overflow
94
—
—
—
4
98
4
4
– Etail
2 737
17
22
(1)
224
2 999
8
10
eMAG
1 928
17
22
76
163
2 206
8
14
Sameday
174
—
—
—
56
230
32
32
Extensions
142
15
22
14
30
223
19
57
Other
1 612
2
—
62
77
1 753
Takealot Group
808
—
—
(77)
61
792
8
(2)
Other
1
—
—
—
—
1
– Other
92
(26)
—
2
10
78
15
(15)
Media
207
(3)
—
(15)
(14)
175
(7)
(16)
Corporate segment
—
—
—
—
—
—
—
—
Intersegmental
(3)
—
—
(1)
—
(4)
—
33
Group consolidated
5 960
(238)
(194)
(59)
962
6 431
17
8
1 A + B + C + D + E.
2 [E/(A + B)] x 100.
3 [(F/A) – 1] x 100.
4 GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Economic-interest revenue
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F2
G3
H4
IFRS1
US$’m
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
IFRS1
US$’m
Local
currency
growth
% change
IFRS
% change
Ecommerce
9 934
(454)
109
55
1 501
11 145
16
12
– Classifieds
755
(4)
17
37
146
951
19
26
– Payments and Fintech
1 052
(21)
2
(133)
405
1 305
39
24
– Food Delivery
4 203
(271)
47
157
728
4 864
19
16
– Edtech
545
(141)
10
2
28
444
7
(19)
– Etail
2 761
12
23
—
225
3 021
8
9
– Other
618
(29)
10
(8)
(31)
560
(5)
(9)
Social and internet platforms
22 269
(1 945)
—
(927)
1 998
21 395
10
(4)
– Tencent
22 269
(1 945)
—
(927)
1 998
21 395
10
(4)
Media
217
(3)
—
(18)
(14)
182
(7)
(16)
Corporate segment
—
—
—
—
—
—
—
—
Intersegmental
(3)
—
—
(1)
—
(4)
—
33
Group economic interest
32 417
(2 402)
109
(891)
3 485
32 718
12
1
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E.
3 [E/(A + B)] x 100.
4 [(F/A) – 1] x 100.
5 / 113
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Growth in local currency, excluding acquisitions and disposals continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Consolidated trading profit
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F1
G2
H3
IFRS
US$’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$’m
Local
currency
growth
% change
IFRS
% change
Ecommerce
(436)
21
(2)
4
437
24
>100
>100
– Classifieds
56
—
1
13
102
172
>100
>100
OLX Europe
68
—
—
18
90
176
>100
>100
OLX South Africa
26
—
—
(3)
4
27
15
4
Other
(38)
—
1
(2)
8
(31)
– Payments and Fintech
(83)
—
(1)
(14)
67
(31)
(81)
(63)
Core PSP
(2)
—
(1)
(16)
38
19
>100
>100
PayU India
11
—
—
1
(24)
(12)
(>100)
(>100)
Total GPO4
(14)
—
(1)
(16)
62
31
>100
>100
GPO
(21)
—
(1)
(9)
46
15
>100
>100
Iyzico
8
—
—
(7)
16
17
>100
>100
Other
(1)
—
—
—
—
(1)
Other
1
—
—
(1)
—
—
India credit
(10)
—
—
1
(11)
(20)
(>100)
(>100)
Other
(71)
—
—
1
40
(30)
– Food Delivery
(106)
4
—
5
164
67
>100
>100
iFood
(65)
4
—
5
152
96
>100
>100
Core Food
94
20
—
9
137
260
>100
>100
Extensions
(159)
(16)
—
(4)
15
(164)
9
(3)
Other
(41)
—
—
—
12
(29)
– Etail
(83)
(1)
(1)
1
35
(49)
42
41
eMAG
(52)
(1)
(1)
1
27
(26)
51
50
Sameday
(16)
—
—
1
9
(6)
56
63
Extensions
(46)
(1)
(1)
(3)
7
(44)
15
4
Other
10
—
—
3
11
24
Takealot Group
(22)
—
—
—
8
(14)
36
36
Other
(9)
—
—
—
—
(9)
– Edtech
(131)
—
—
—
33
(98)
25
25
GoodHabitz
(16)
—
—
—
8
(8)
50
50
Stack Overflow
(84)
—
—
(1)
28
(57)
33
32
Other
(31)
—
—
1
(3)
(33)
– Other
(89)
18
(1)
(1)
36
(37)
51
58
Media
5
—
—
—
(4)
1
(80)
(80)
Corporate segment
(209)
—
—
2
28
(179)
13
14
Group consolidated
(640)
21
(2)
6
461
(154)
74
76
1 A + B + C + D + E.
2 [E/(A + B)] x 100.
3 [(F/A) – 1] x 100.
4 Includes GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information
are presented in the table below:
Economic-interest trading profit
Year ended 31 March
2023
2024
2024
2024
2024
2024
2024
2024
A
B
C
D
E
F2
G3
H4
IFRS1
US$’m
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
IFRS1
US$’m
Local
currency
growth
% change
IFRS
% change
Ecommerce
(1 331)
165
(13)
3
887
(289)
(76)
(78)
– 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
(85)
(1)
(1)
1
37
(49)
(43)
(42)
– Other
(270)
21
(2)
(3)
124
(130)
(50)
(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
Media
7
—
—
—
(5)
2
(71)
(71)
Corporate segment
(210)
—
—
—
31
(179)
(15)
(15)
Group economic interest
3 551
(276)
(13)
(257)
2 758
5 763
84
62
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.
5 / 114
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
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$289m on trading profit. These adjustments include the impact of a change in revenue recognition related to iFood and in Eruditus.
5 / 115
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Earnings disclosure on a per share basis
For the year ended 31 March
2024
US$’m
2023
US$’m
Change
%
Continuing operations
Earnings attributable to equity holders for the year (US$’m)
2 972
4 198
(29)
Earnings per N ordinary share (US cents)1
1 595
2 014
(21)
Diluted earnings per N ordinary share (US cents)
1 539
1 934
(20)
Headline earnings for the period (US$’m)1
1 476
299
394
Headline earnings per N ordinary share (US cents)1
792
143
452
Diluted headline earnings per N ordinary share (US cents)
737
64
1 052
Core headline earnings for the period (US$’m)1
2 139
1 138
88
Core headline earnings per N ordinary share (US cents)1
1 148
546
110
Diluted core headline earnings per N ordinary share (US cents)
1 092
466
134
– Weighted average for the period
186 345
208 404
– Diluted weighted average
186 568
208 492
Discontinued operations
Earnings attributable to equity holders for the year (US$’m)
(117)
133
(188)
Earnings per N ordinary share (US cents)
(63)
64
(198)
Diluted earnings per N ordinary share (US cents)
(63)
64
(198)
Headline earnings for the period (US$’m)
(62)
(50)
24
Headline earnings per N ordinary share (US cents)
(33)
(24)
39
Diluted headline earnings per N ordinary share (US cents)
(33)
(24)
39
Core headline earnings for the period (US$’m)
(51)
(89)
(43)
Core headline earnings per N ordinary share (US cents)
(27)
(43)
(36)
Diluted core headline earnings per N ordinary share (US cents)
(27)
(43)
(36)
Total operations
Earnings attributable to equity holders for the year (US$’m)
2 855
4 331
(34)
Earnings per N ordinary share (US cents)
1 532
2 078
(26)
Diluted earnings per N ordinary share (US cents)
1 476
1 998
(26)
Headline earnings for the period (US$’m)
1 414
249
468
Headline earnings per N ordinary share (US cents)
759
119
538
Diluted headline earnings per N ordinary share (US cents)
704
40
1 660
Core headline earnings for the period (US$’m)
2 088
1 049
99
Core headline earnings per N ordinary share (US cents)
1 121
503
123
Diluted core headline earnings per N ordinary share (US cents)
1 065
423
152
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
2 972
4 198
Basic earnings attributable to shareholders
—
—
Impact of dilutive instruments of subsidiaries, associates and joint ventures
(101)
(166)
Diluted earnings attributable to shareholders
2 871
4 032
Headline adjustments for continuing operations
Adjusted for:
(3 437)
(8 942)
– Impairment of other assets
—
33
– Impairment of goodwill, PPE and other intangible assets
374
614
– Loss on sale of assets
5
1
– Gain recognised on loss of control
—
(23)
– Gain recognised on loss of significant influence
—
(30)
– Gain on remeasurement of previously held interest
(10)
—
– Net loss/(gains) on acquisitions and disposals of investments
2
(27)
– Gains on partial disposal of equity-accounted investments
(5 053)
(7 622)
– Dilution losses/(gains) on equity-accounted investments
238
252
– Remeasurements included in equity-accounted earnings1
524
(3 885)
– Impairment of equity-accounted investments
483
1 745
(465)
(4 744)
Total tax effects of adjustments
2
—
Total adjustment for non-controlling interests
1 939
5 043
Headline earnings2
1 476
299
Adjusted for:
– Equity-settled share-based payment expenses
458
629
– Remeasurement of cash-settled share-based incentive expenses
(9)
(129)
– Tax adjustment
(10)
6
– Amortisation of other intangible assets
219
290
– Fair value adjustments and currency translation differences
(9)
(6)
– Retention option remeasurement
(17)
10
– Transaction-related costs
31
39
Core headline earnings2
2 139
1 138
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$627m (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$101m (FY23: US$116m) relating to the future dilutive impact of potential ordinary shares issued by equity-
accounted investees.
5 / 116
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Reconciliation of earnings to core headline earnings
31 March
2024
US$’m
2023
US$’m
DISCONTINUED OPERATIONS
Earnings from discontinuing operations
(117)
133
Basic earnings attributable to shareholders
—
—
Impact of dilutive instruments of subsidiaries, associates and joint ventures
—
—
Diluted earnings attributable to shareholders
(117)
133
Headline adjustments from discontinuing operations
Adjusted for:
129
(437)
– Impairment of goodwill, PPE and other intangible assets
137
125
– Loss on sale of assets
—
6
– Net (gains)/loss on disposals of investments
(8)
(568)
12
(304)
Total tax effects of adjustments
—
—
Total adjustment for non-controlling interests
(74)
254
Headline earnings from discontinuing operations1
(62)
(50)
Adjusted for:
– Remeasurement of cash-settled share-based incentive expenses
(2)
(18)
– Amortisation of other intangible assets
—
4
– Fair value adjustments and currency translation differences
9
(25)
– Transaction-related costs
4
—
Core headline earnings from discontinuing operations1
(51)
(89)
1 Refer to the glossary for an explanation of the group’s alternative performance measures.
Reconciliation of cash generated from operations to free cash flow
31 March
2024
US$’m
2023
US$’m
Cash generated from operations
144
(376)
Transaction-related costs
16
26
Capital expenditure
(86)
(290)
Capital finance leases repaid, gross
(95)
(82)
Investment income received
760
575
Taxation paid
(112)
(133)
Taxation credits
(54)
—
Merchant cash (receivable)/payable
(198)
(218)
Credit included in financing activities
—
7
Free cash flow1
375
(491)
1 Refer to the glossary for an explanation of the group’s alternative performance measures.
5 / 117
Group overview
Performance review
Sustainability review
Governance
Financial information
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$3.2bn
(FY23: >US$2.5bn)1
Naspers shares
Increase in NAV per share for shareholders
9.4%
since the beginning of the repurchase
programme2
1 Repurchased 18 million Naspers shares (FY23: 16 million Naspers 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 Prosus dividend of:
10 euro cents per ordinary share N
A dividend will be paid by Naspers to its
shareholders from the amount that Naspers
receives from Prosus
6 / 118
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
Administration and
corporate information
Analysis of shareholders
and shareholders’ diary
Naspers
Incorporated in the Republic of South Africa
(Registration number: 1925/001431/06)
(Naspers or the group)
JSE share code: NPN
ISIN: ZAE000015889
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
Suite 15, Third Floor
Oxford & Glenhove
116 Oxford Road
Houghton Estate
Johannesburg 2196
South Africa
cosec@naspers.com
Registered office
40 Heerengracht
Cape Town 8001, South Africa
PO Box 2271
Cape Town 8000, South Africa
Tel: +27 (0)21 406 2121
Fax: +27 (0)21 406 3753
www.naspers.com
Independent auditor
Deloitte & Touche
5 Magwa Crescent
Waterfall City 2090
Transfer secretaries
JSE Investor Services Proprietary Limited
(Registration number: 2000/007239/07)
One Exchange Square
2 Gwen Lane
Shareholders
Number of shareholders
Number of shares
1 – 100 shares
55 584
1 505 710
101 – 1 000 shares
15 091
4 540 912
1 001 – 5 000 shares
2 392
5 321 146
5 001 – 10 000 shares
541
3 866 226
More than 10 000 shares
1 073
165 626 628
Total
74 681
180 860 622
Shareholder
% of
N ordinary shares
Number of
N ordinary shares
owned
Public Investment Corporation
15.83
28 629 177
Public shareholder spread (N ordinary shares)
To the best knowledge of the directors, the spread of public shareholders under section 4.25 of the JSE Listings
Requirements at 31 March 2024 was 96,44%, represented by 74 666 shareholders holding 174 424 386 N ordinary
shares in the company. The non-public shareholders of the company comprising 15 shareholders representing
6 436 236 N ordinary shares are analysed as follows:
Shares
Interest %
Number of
shareholders
Trusts
1 181 909
0.65
5
Directors
2 900 427
1.60
9
Group companies
2 353 900
1.30
1
Subtotal
6 436 236
3.56
15
Public shareholder spread
174 424 386
96.44
74 666
Total
180 860 622
100.00
74 681
Sandown, Sandton 2196
PO Box 4844
Johannesburg 2000, South Africa
Tel: +27 (0)86 140 0110/+27 (0)11 713 0800
ADR programme
Bank of New York Mellon maintains a
GlobalBuyDIRECTSM plan for Naspers Limited
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
Sponsor
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700
Sandton 2146
South Africa
Tel: +27 (0)11 291 3086
Attorneys
Webber Wentzel (in alliance with Linklaters)
PO Box 61771
Marshalltown 2107
South Africa
Werksmans Inc.
PO Box 1474
Cape Town 8000
South Africa
Investor relations
Eoin Ryan
InvestorRelations@naspers.com
Tel: +1 347 210 4305
6 / 119
Group overview
Performance review
Sustainability review
Governance
Financial information
Other information
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
December
Financial year-end
March
Analysis of shareholders and shareholders’ diary
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 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.
Share price and volume of shares traded across FY24
2023-04-03
2023-05-03
2023-06-03
2023-07-03
2023-08-03
2023-09-03
2023-10-03
2023-11-03
2023-12-03
2024-01-03
2024-02-03
2024-03-03
Adjustment close in ZAR
Volume
4 000
3 000
2 000
1 000
0
4 500 000
4 000 000
3 500 000
3 000 000
2 500 000
2 000 000
1 500 000
1 000 000
500 000
0
ZAR'm
Number of shares traded
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Other information
Glossary
Term/acronym
Description
Deloitte
Deloitte & Touche South Africa
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.
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)
FMCG
Fast-moving consumer goods
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
Deep-tech
Technology based on tangible engineering innovation or scientific advances and discoveries.
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Glossary
Term/acronym
Description
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
Formerly 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
Naspers 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
IMF
International Monetary Fund
Term/acronym
Description
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
ISAE 3000 standards published on our website. The full assurance report can be accessed on our
website at www.naspers.com/investors/results-reports-events/latest-annual-report.
LatAm
Latin America
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Glossary
Term/acronym
Description
LGPD
General Personal Data Protection Law (Brazil)
LIFE
Leadership in the food-delivery ecosystem
Loadshedding
The practice of stopping the supply of electricity for a period of time because demand is greater
than supply.
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
Term/acronym
Description
NPS
Net promoter score
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
A 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
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Glossary
Term/acronym
Description
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.
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).
Term/acronym
Description
SDG
United Nation’s Sustainable Development Goal
Senior
management
Employees in the Netherlands with executive responsibilities.
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
tCO2e
Tonnes of CO2 equivalent
TPV
Total payment value
tn
Trillion
TSR
Total shareholder return
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Glossary
Term/acronym
Description
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
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.
In the analysis of the group’s financial performance, certain information disclosed in the financial statements may
be prepared on a non-IFRS basis or has been derived from amounts calculated in accordance with IFRS but are not
themselves an expressly permitted IFRS measure. These measures are reported in line with the way in which financial
Information is analysed by management and designed to increase comparability of the group’s 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 ongoing
revenue from a product line in the Edtech segment.
It provides a high level
view of ongoing
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 shareholders 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.
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Glossary
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.
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 (iii) 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.
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Glossary
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 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.
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.
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Glossary
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.
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40 Heerengracht
Cape Town
8001
South Africa
www.naspers.com
To access these supporting documents, refer to www.naspers.com.
Supporting documents that inform our
reporting suite for 2024
Boundaries and scope of our
greenhouse gas accounting
Independent auditor’s limited assurance report on the
selected sustainability information in the Naspers
Limited integrated annual report
King IVTM application report