REG - Prosus NV Naspers Limited - Annual Financial Report
24/06/2024 07:00
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RNS Number : 4898T Prosus NV 24 June 2024
Prosus
Summary from the annual report 2024
for the year ended 31 March 2024
Extract from the annual report
Commentary
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.
Unless otherwise stated, the growth rates discussed further in this report
compare FY24 to FY23. The percentages in brackets represent local currency
growth, excluding the impact of acquisitions and disposals (M&A), and
provide a clearer view of our businesses' underlying operating performance.
Financial results are presented on a continuing operations basis.
For the 12 months to 31 March 2024, the group intensified its focus on
profitable growth in its core growth businesses, and driving improvements in
underperforming investments. Consolidated revenue grew 11% (19%) to US$5.5bn,
driven by strong performances at OLX and iFood. Ecommerce consolidated trading
profit improved by a sizeable US$451m (US$429m) to US$38m in FY24 as growth,
scale and cost reductions positively impacted results. Consolidated trading
losses for the group have reduced by US$468m (US$446m) to US$118m, underlining
our accelerating profitability path.
Core headline earnings, our measure of after-tax operating performance, were
US$5.0bn - an increase of 84% (109%).
While we continue to seek long-term growth opportunities, external investment
(M&A and minority investment) was limited to US$571m, meaningfully off the
US$6.3bn peak in 2022 as we maintained discipline in a challenging investment
landscape. Historically the group had achieved some investing success over a
sustained period of time. But in the last two years, our internal rate of
return (IRR) has been far below target. Steps have been taken to learn from
our errors and address this underperformance, including by more actively
engaging with our major operating companies and investments, flattening our
overall organisation to get closer to our businesses and redesigning the
investment team, investment process and incentives. Enhancing our knowledge,
expertise and capability is the group's DNA, and when we have conviction in
our ideas, we will increase our deployment of capital.
We have created additional value for our shareholders by continuing the
open-ended share-repurchase programme. Since its inception in June 2022, this
programme has reduced the free-float share count by 21% and generated US$30bn
of value for shareholders. From the programme's launch to 31 March 2024, the
combined holding company discount of Naspers and Prosus has reduced by some
21 percentage points. Over the same period, Prosus has repurchased 318 170 126
Prosus ordinary shares, with a total value of US$17.1bn, leading to 8.2%
accretion in net asset value (NAV) per share. Naspers funds its open-ended
share-repurchase programme with regular sales of Prosus shares. By 31 March
2024, Naspers had sold 113 092 796 Prosus ordinary shares N and bought back
34 793 336 Naspers N ordinary shares to the value of US$5.7bn.
In September 2023, we simplified our structure by removing the cross-holding
structure, with overwhelming shareholder support. Stronger performance of our
operating businesses, better investments, and our open-ended share-repurchase
programme are important contributors to long-term value creation and
shareholder returns. The group remains committed to these goals.
iFood continues to deliver strong performance which underlines its position as
one of the best food delivery businesses globally. iFood's core restaurant
food delivery businesses generated a strong increase in trading profit of
US$166m (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 payment service provider (PSP)
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.
The group's balance sheet is strong, with US$16.0bn cash on hand (including
short-term investments). We remain committed to managing our balance sheet
within its investment-grade rating; therefore, not all of the cash on the
balance sheet is available to the group. At 31 March 2024, our estimate is
that approximately US$8.0bn is available for new investment.
In September 2023, Bob van Dijk stepped down as chief executive after nearly
10 years at the helm. Ervin Tu, the group's chief investment officer (CIO),
was appointed as interim chief executive. On 17 May 2024, we announced the
appointment of iFood CEO, Fabricio Bloisi as group chief executive. Fabricio
acquired iFood in 2013 when it was a 20-person start-up. He has since grown it
rapidly and profitably to become Brazil's leading food delivery company and
one of the best food delivery businesses globally. Fabricio is a proven
entrepreneur and innovator with deep roots in operating, building and scaling
world-class technology companies in growth markets. Ervin will continue to
play an important role in shaping the group's future in a new position,
president and CIO.
A reconciliation and relevance of alternative performance measures to the
equivalent International Financial Reporting Standards (IFRS) metrics is
provided in 'Other information - financial alternative performance measures'
of this annual consolidated financial commentary. Economic interest represents
results reported on an economic-interest basis, ie, equity-accounted
investments are proportionally consolidated within reportable segments.
Financial review
Consolidated revenue from continuing operations increased by US$520m
(US$915m), or 11% (19%), from US$4.9bn in the prior year to US$5.5bn. This was
primarily due to strong revenue growth in Classifieds and Food Delivery.
Operating losses
Operating losses decreased by US$481m to US$546m due to greater profitability
from the group's consolidated businesses and lower impairment losses
recognised in the current year. This is offset by an increase in expenses from
the remeasurement of the share-based payment liability. Given challenging
macroeconomic conditions and the decline in growth expectations and
valuations, we recognised impairment losses on goodwill and other assets of
US$374m (FY23: US$612m), primarily related to Stack Overflow in the Edtech
sector.
Ecommerce consolidated trading profit from continuing operations improved by
US$451m (US$429m) to US$38m in FY24 as growth, scale and cost reduction
boosted profitability. Aggregate trading losses for the group have reduced by
US$468m (US$446m) from a peak of US$586m in FY23.
Net finance income/expense
The group generated net interest income of US$428m in FY24 (FY23: net interest
expense of US$133m). Interest income increased by US$437m, or 92%, from
US$475m in the prior year to US$912m in FY24 due to higher interest rates and
cash balances on hand. Interest expense increased 1% to US$557m in FY24.
Other finance income rose from a loss of US$55m in the prior year to income of
US$73m in FY24. This relates primarily to a gain on foreign exchange
differences related to the translation of assets and liabilities, offset by
fair value losses of derivative instruments, which include forward exchange
contracts and other derivative financial instruments.
Share of equity-accounted results
Profit from equity-accounted results decreased by US$2.4bn, or 46%, from
US$5.2bn in the prior year to US$2.8bn. 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.
Trimming the group's Tencent position by 2% resulted in a gain of US$5.1bn
during the year (FY23: US$7.6bn).
In addition, we recognised impairment losses on equity-accounted investments
of US$483m related to Delivery Hero (US$255m), Skillsoft (US$42m) and unlisted
equity-accounted investments of (US$186m).
Income tax expense
Income tax expense rose to US$161m from US$42m in the prior year, primarily
due to increased profitability from our continuing operations.
Earnings, headline and core headline earnings
Earnings from continuing operations decreased to US$6.9bn from US$9.8bn in the
prior year. This was primarily due to a decline in equity-accounted results,
partial disposal of the investment in Tencent offset by lesser impairment
losses recognised in the current year.
Core headline earnings from continuing operations were US$5.0bn - an increase
of 84% (109%) or US$2.3bn. This was mainly driven by the improved
profitability of our Ecommerce consolidated businesses and equity-accounted
investments, particularly Tencent, as well as higher net interest income
during the year.
Headline earnings from continuing operations rose US$2.7bn to US$3.4bn, given
the same factors noted for core headline earnings.
Loss from discontinued operations
In March 2023, the group announced its exit from 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 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 were US$270m related to
the Autos business unit. This includes impairment losses of US$137m for the
operation classified as held for sale as at 31 March 2024.
Revenue and trading profit on an economic-interest basis
Group revenue, measured on an economic-interest basis, grew 1% (12%).
Ecommerce continued a strong growth trajectory, with revenue growing 13% (17%)
in a challenging environment. Our economic-interest share in Tencent's revenue
grew by -4% (10%). Trading profit on an economic-interest basis grew 61% (82%)
to US$5.8bn, reflecting improved profitability of our Ecommerce consolidated
businesses and equity-accounted investments, particularly Tencent.
Cash balances and free cash flow
The group remains well positioned to navigate a difficult macroeconomic
environment due to its strong balance sheet. At corporate level, Prosus has a
net debt position of US$618m, comprising US$14.6bn in central cash and cash
equivalents (including short-term cash investments), net of US$15.2bn in
central interest-bearing debt (excluding capitalised lease liabilities). In
addition, we have an undrawn US$2.5bn revolving credit facility.
The group's free cash inflow was US$422m, a sizeable improvement from the
prior year free cash outflow of US$382m. This was due to increased
profitability in Food Delivery and Classifieds as well as better working
capital management in the Etail segment and Payments and Fintech. Excluding
OLX Autos, free cash inflow was US$524m. Tencent remains a meaningful
contributor to our cash flow via an increasing dividend which was US$759m for
the financial year ended 2024. The group has also received its dividend for
the financial year ending 2025 amounting to US$1.0bn.
There were no new or amended accounting pronouncements effective 1 April 2023
with a significant impact on the group's annual consolidated financial
statements.
The company's external auditor has not reviewed or reported on forecasts
included in this annual consolidated financial commentary.
Segmental review
Ecommerce
Ecommerce consolidated revenue from continuing operations increased by US$520m
(US$915m), or 11% (19%), from US$4.9bn in FY23 to US$5.5bn in FY24. This was
primarily due to strong revenue growth in Food Delivery and Classifieds. For
the first time, Ecommerce recorded a consolidated trading profit of US$38m,
from a trading loss of US$413m in FY23, with Food Delivery and Classifieds
delivering ahead of expectations. On an economic-interest basis, ecommerce
revenue grew 13% (17%) to US$10.3bn and trading losses reduced by US$1.0bn
(US$876m) to US$275m.
Food Delivery
iFood is Prosus' only consolidated food delivery business. In addition, Prosus
has several investments in associates, most notably Delivery Hero and Swiggy.
iFood
iFood delivered a strong performance in FY24. The business accelerated sales
at its core food delivery business into the second half of the year (2H24).
iFood grew gross merchandise value or GMV by 20% (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 over 313 000 drivers operating
in 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 by 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(1) grew its credit portfolio
by 62% year on year, 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.
The core food delivery business grew revenue 24% to US$1.1bn 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 which had over 5
million subscribers by the end of March 2024, and increases user frequency and
retention by offering personalised deals. AnotaAI is a chatbot designed to
facilitate restaurants sales through WhatsApp.
Revenue from extensions(2) grew by 25% without incorporating the effect of
converting dark stores to a marketplace model grocery business. Inclusive of
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$5m (US$15m) to US$164m.
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.
Swiggy
Swiggy's revenue on a local reporting basis grew 24% in local currency,
excluding M&A. In its tenth year of operations, Swiggy's GOV(3) grew 26%
year on year, 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%(4) of Swiggy at the end of the
reporting period.
Swiggy's core food delivery business GOV(3) 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
SKU (stock-keeping unit) 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-DRHP with India's market regulator SEBI
and the stock exchanges on 26 April 2024, in relation to the proposed initial
public offering of its equity shares.
Economic-interest revenue for the entire Food Delivery segment grew by 16%
(19%) to US$4.9bn, with trading losses reducing by US$491m (US$466m) to
US$158m.
1 iFood Pago refers to meal voucher (B2C) and credit (B2B) businesses.
2 Extensions refer to grocery, meal voucher and credit businesses and
iFood's corporate costs.
3 GOV - gross order value, equivalent to GMV in previous reporting.
Changed terminology to align with Swiggy's reporting.
4 Outstanding shareholding, excluding ESOPs.
Classifieds
The OLX classifieds businesses continued to accelerate growth, margin
expansion and cash-flow generation.
Classifieds consolidated revenue grew 36% (27%) to US$707m. This strong
performance was mainly driven by OLX Europe, where the motors category grew
45% across both horizontal and vertical platforms, and OLX Ukraine where
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 future business opportunities
and plans for OLX. We expect the strong value proposition of its platform to
continue to drive further profitable growth and cash generation.
OLX Brasil
OLX Brasil, our 50% joint venture with Adevinta, is navigating a weak
macroeconomic environment and is focusing on cost optimisation, mainly through
headcount restructuring. Revenue and trading profit increased 1% and 79%, to
BRL887m and BRL243 respectively. Our local management team is committed to
reinvigorating growth in this very important ecommerce market with balanced
investments.
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.
Payments and Fintech
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 2024 to operate as a payment aggregator and this allows 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$52m (US$67m) 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% (a percentage point decrease
when excluding the 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).
India credit offers buy-now/pay-later (BNPL) and personal loans to consumers
in India. India credit has also started a pilot to diversify its portfolio by
providing loans to small and medium businesses this year. Our credit business
grew revenue 29% (31%) to US$107m, despite a slowdown in loan issuances as
part of a response to evaluate new regulations shared by the Reserve Bank of
India. India credit widened trading losses from US$10m to US$20m, driven by
continuous investment in building the merchant lending portfolio and
relatively stable loss ratio(5) 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.
5 Loss ratio - implies expected credit loss provision for loans
outstanding in current bucket.
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.
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
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$1.3bn and trading losses improved from US$116m to US$59m.
Edtech
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 significant action to improve trading profit and free cash flow
performance given this revenue base.
The consolidated Edtech businesses - Stack Overflow and GoodHabitz - grew
revenue 10% (9%) to US$148m while trading losses decreased by US$33m (US$33m)
to US$98m.
Stack Overflow
Stack Overflow grew revenue 4% (4%) to US$98m, driven by growth in its 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 (large language model) 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 grew revenue by 25% (20%) to US$50m. This was driven by growth in
new business and upselling across its core markets, particularly the
Netherlands, with annual recurring revenue growing 15% to US$55m. Trading
losses improved to US$8m driven by cost-saving initiatives.
Skillsoft
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 segment growth of 2% year on year. Prosus holds 37.9% of
Skillsoft at the end of the reporting period. More information on Skillsoft is
available at investor.skillsoft.com.
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$178m
(US$67m) to US$80m.
In the current financial year, the group wrote off the fair value of its 9.6%
effective interest in BYJU'S, due to the significant decrease in value for
equity investors. A fair value loss of US$493m was recognised in other
comprehensive income in the current year.
Etail
Etail grew consolidated revenue 14% (8%) to US$2.2bn, driven by growth in the
eMAG Romanian etail business. Trading losses improved by US$26m (US$27m) to
US$35m, as the segment continued its path to profitability.
eMAG
eMAG grew consolidated revenue 14% (8%) to US$2.2bn, driven by growth in the
Romanian etail business, which accelerated in the second half, 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 continued its
path to profitability. The group's GMV grew 9% (in local currency) in FY24,
led by Romania (11% in 4p(6) which also generated trading profit for the first
time, delivering US$40m of trading profit) 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 is
monitoring the competitive landscape and consistently taking steps to
future-proof the business using its inhouse
AI and tech capabilities, as well as competitive value drivers.
eMAG's Sameday courier business increased revenue 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 an increase in 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.
On an economic-interest basis, the Etail segment grew revenue by 14% (8%) to
US$2 229m and trading losses improved from US$63m to US$36m.
Tencent
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.
Revenues from value-added services rose 4% to RMB298bn, driven by the strong
growth in international games revenue. Revenues from fintech and business
services were RMB204bn, up 15%, driven by increased payment activities, higher
revenue from wealth-management services, and the introduction of ecommerce
technology service fees in Video Accounts. Revenues from online advertising
increased 23% to RMB102bn, driven by greater advertising demand for Video
Accounts and Weixin Search, as well as the ongoing upgrade of Tencent's
advertising platform.
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 AI foundation model, Tencent Hunyuan, which is now in 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% year on
year. 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. The international contribution to 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, significantly
enhancing targeting accuracy and, therefore, revenue growth. It strengthened
its payment-compliance capabilities, enhanced mini program-based transaction
tools and upgraded the cross-border payment experience.
Tencent continues to mobilise 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, Tencent returned substantial capital to shareholders through payment
of cash dividend, share repurchases and settlement of distribution in specie.
More information on Tencent is available at
www.tencent.com/en-us/investors.html
(http://www.tencent.com/en-us/investors.html) .
6 4p - total of 1p, 2p and 3p.
Prospects
Our FY24 results reflect the group's ambitions for profitable growth. We are
pleased with achieving group profitability for Prosus for the first time, and
consolidated Ecommerce portfolio profitability for FY24, ahead of our
commitment to shareholders.
We will continue to explore new investment horizons while ensuring our
existing ecosystems are future-proof and deliver compelling value propositions
to our customers. We focus on improving our return profile and the cornerstone
metric - NAV per share.
We simplified the group structure during the period and ensured the
continuation of the open-ended share-repurchase programme. This programme is a
key part of our drive to enhance returns to shareholders as we focus on
increasing our NAV per share. The open-ended share repurchase will continue as
long as the discount remains elevated. We remain committed to maximising
shareholder value with a transparent, predictable and repeatable process of
identifying, scaling and highlighting the value of the businesses in
delivering strong financial performances.
We regard Tencent as one of the best technology companies in the world, run by
an exceptional leadership team. Recent capital-allocation actions (increasing
both its distribution and buyback programme) reaffirm Tencent's commitment to
creating value for its shareholders despite challenging trading conditions.
Prosus is proud to be a founding shareholder in Tencent and plans to remain a
significant shareholder for a long time.
Our in-house expertise in AI at the group and the businesses are key assets we
continue to build to realise the potential of AI and improve and build new
products and services for our customers. This is essential to long-term growth
and further value creation.
Risks
We understand the importance of effective risk management and continually
strengthen governance and processes. We are proactive in managing risks. To
create value, there must be risk-taking, and we may be unable to mitigate all
potential risks sufficiently.
Our risk management philosophy distinguishes between three categories of risks
managed:
· Strategic risks and opportunities arise from our strategic choices,
which are continuously assessed and monitored based on risk versus reward.
· Internal operational risks: We manage these by upholding our code
of business ethics and conduct, clearly defining roles, responsibilities and
policies, implementing effective internal controls, and continuously
monitoring risk.
· External risks: We reduce and mitigate, inter alia, by implementing
protective measures or risk-transfer arrangements.
The board oversees risks and opportunities and sets the boundaries. Businesses
keep the board updated through regular reports. Current topical risks are
unchanged:
· Geopolitical tension and depressed market conditions: The Ukraine
and Israel wars, as well as broader geopolitical tensions, continue to strain
the global economy. We expect inflation and interest rates to remain elevated.
In response, we maintain a patient, disciplined approach to deploying capital.
We closely monitor and manage our counterparty and credit risk exposures to
safeguard our balance sheet.
· Technology developments: We invest to understand advances in
technology. GenAI brings both new opportunities and risks for our products,
services and business models. We focus on the responsible use of data and
related technologies to keep our customers safe, enhancing our
cyber-resilience, detection and response capabilities, and building our AI
knowledge and skills while exploring opportunities to pioneer or invest in new
business models.
The FY24 annual report further outlines details on our risk management
approach and specific risks. This report, as well as our risk management and
cybersecurity policies, is available on our website at www.prosus.com
(http://www.prosus.com) .
Sustainability
As a global consumer internet group and a leading long-term technology
investor, we recognise the power of technology to create solutions for some of
the world's most pressing needs.
A major milestone was receiving the Science Based Targets initiative's (SBTi)
validation of the group's science-based climate targets.
As a critical element of our target, we are committed to ensuring that 50% of
our portfolio companies, measured by invested capital, will have set their own
science-based reduction targets by FY30. To reach this target, we continue to
work closely with our subsidiaries to support their greenhouse gas data
collection, footprint measurement, emissions management and reduction-target
development. Measuring and disclosing scope 1, 2 and material scope 3
categories was a shared group goal across all our operating subsidiaries as
the foundation for setting near-term and longer science-based targets. This
objective was also codified in annual key performance indicators or KPIs for
our senior management, starting with the group chief executive and chief
financial officer, then cascading through the organisation. Considering the
diversity of business models and operating geographies, this is a major
undertaking for our subsidiaries, which are private companies.
We have also partnered with the India-based Green Startup Pledge - the world's
first climate pledge designed exclusively for new companies - to encourage our
portfolio of associates and investments to begin their climate journeys.
As of last year, portfolio companies, Tencent and Delivery Hero, have set and
received SBTi verification for their climate targets.
Curbing the environmental impact of delivery services is a priority across our
businesses in these segments and focuses on two categories: packaging and
last-mile deliveries. 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. We actively
support our portfolio companies to measure their packaging footprint and
develop sustainable-packaging strategies to prevent waste and harness the
opportunity to scale solutions.
We have achieved an A score on our CDP submission for Prosus, which falls in
the leadership category, and B for Naspers within three years of our reporting
journey. Our Standard and Poor's scores also improved. These ratings are a
valuable external view of our sustainability performance and help us to
improve and accelerate our work to embed sustainability at the heart of all
our businesses across the world.
Over 2023 and 2024, we performed a double-materiality assessment using the
impact and financial materiality definitions and requirements as per the July
2023 guidance of the European Sustainability Reporting Standards. The
objective of the double-materiality assessment for our group was to identify
the impacts, risks and opportunities linked to our ecosystem of business
operations and activities that are deemed material based on the assessment by
stakeholders and sustainability experts who are deeply familiar with our
group. 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 in the short to medium term and consequently in the
longer term. This assessment will also guide our reporting to meet the
requirements of the new Corporate Sustainability Reporting Directive for our
FY25 report.
Directorate
On 18 September 2023, the group announced that Bob van Dijk stepped down as
chief executive and executive director of the boards after 10 successful years
of leadership. Ervin Tu was appointed interim chief executive and has not been
appointed to the board.
Bob remains as a consultant to the boards, ending his consulting arrangement
on 30 September 2024.
Remuneration for directors and key management will be disclosed in the
remuneration report for the year ended 31 March 2024, including Bob's
remuneration. Ervin's remuneration remains unchanged as a result of his
interim appointment.
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 2024 and the Prosus board following the
annual general meeting in August 2024, subject to shareholder approval.
Following his appointment to the board, he will also be appointed to the risk
committee, the sustainability committee and the projects committee.
Notice for US shareholders
As Prosus' ownership in Tencent is expected to reduce below 25% before the end
of the calendar year, we advise US shareholders that Prosus may be treated as
a passive foreign investment company (PFIC) for US federal income tax purposes
from 1 April 2024. Prosus has been monitoring its PFIC status for a while and,
when applying a monthly measurement period for PFIC testing, we believe that
Prosus should not be a PFIC for its financial year ending 31 March 2024
(FY24). It is, however, anticipated that Prosus may be a PFIC in financial
years commencing 1 April 2024 (FY25). A definite conclusion cannot be drawn
until the close of the financial year in question.
If Prosus is classified as a PFIC, similar to Naspers, it intends to provide
information that a US holder of Prosus ordinary shares N would need to make a
'qualified electing fund' (QEF) election starting from the period 1 April 2024
to 31 March 2025.
In addition, please note that it is expected that the income, which US
shareholders who make the QEF election need to include and report, should be
relatively insignificant and will be lower than the PFIC income which US
Naspers shareholders who have made a QEF election will pick up.
Dividends
The board recommends that shareholders receive a distribution (in the form of
a capital repayment for holders of ordinary shares N and a dividend for
holders of ordinary shares B and ordinary shares A1) of 10 euro cents per
share, which currently represents an increase of approximately 43% for
free-float shareholders. Holders of ordinary shares B and ordinary shares A1
will receive an amount per share equal to their economic entitlement as set
out in the articles of association. Furthermore, the board recommends that
those holders of ordinary shares N as at 1 November 2024 (the dividend record
date) who do not wish to receive a capital repayment, can choose to receive a
dividend instead. A choice for one option implies an opt-out from the other.
If confirmed by shareholders at the annual general meeting on 21 August 2024,
elections to receive a dividend instead of a capital repayment will need to be
made by holders of ordinary shares N by 18 November 2024.
Capital repayments and dividends will be payable to shareholders recorded in
our books on the dividend record date and paid on
26 November 2024. Capital repayments will be paid from qualifying share
capital for Dutch tax purposes. No dividend withholding tax will be withheld
on the amounts of capital reductions paid to shareholders. However, if holders
of ordinary shares N rather elect to receive a dividend from retained
earnings, dividends will be subject to the Dutch dividend withholding tax rate
of 15%.
Dividends payable to holders of ordinary shares N who elect to receive a
dividend and who hold their listed ordinary shares N through the listing of
the company on the JSE will, in addition to the 15% Dutch dividend withholding
tax, be subject to South African dividend tax at a rate of up to 20%. The
amount of additional South African dividend tax will be calculated by
deducting from the 20%, a rebate equal to the Dutch dividend tax paid in
respect of the dividend (without right of recovery). Shareholders holding
their listed ordinary shares N through the listing of the company on the JSE,
unless exempt from paying South African dividend tax or entitled to a reduced
withholding tax rate in terms of an applicable tax treaty, will be subject to
a maximum of 20% South African dividend tax.
More information on the distribution will be published following approval at
the annual general meeting.
Koos
Bekker
Ervin Tu
Chair
Interim chief
executive
Amsterdam
22 June 2024
Extract of consolidated statement of financial position
as at 31 March 2024
31 March
2024 2023
US$'m US$'m
ASSETS
Non-current assets 39 771 41 707
Property, plant and equipment 555 620
Goodwill 1 027 1 412
Other intangible assets 326 367
Investments in associates 34 789 35 930
Investments in joint ventures 42 69
Other investments 2 533 2 863
Related party loans and receivables 244 254
Financing receivables 197 133
Other receivables 40 43
Deferred taxation 18 16
Current assets 22 050 23 371
Inventory 268 324
Trade receivables 278 248
Financing receivables 360 278
Other receivables 998 829
Related party loans and receivables 31 40
Derivative financial instruments - 5
Other investments 3 185 4 707
Short-term investments 13 834 6 726
Cash and cash equivalents 2 175 9 565
21 129 22 722
Assets classified as held for sale 921 649
TOTAL ASSETS 61 821 65 078
EQUITY AND LIABILITIES
Capital and reserves attributable to the group's equity holders 41 260 44 593
Share capital and premium 24 512 39 186
Treasury shares (2 563) (10 043)
Other reserves (46 867) (45 756)
Retained earnings 66 178 61 206
Non-controlling interests 32 32
TOTAL EQUITY 41 292 44 625
Non-current liabilities 15 910 16 048
Long-term liabilities 15 739 15 768
Other non-current liabilities 62 135
Related party loans and payables 2 2
Cash-settled share-based payment liabilities 29 57
Provisions 4 3
Deferred taxation 74 83
Current liabilities 4 619 4 405
Current portion of long-term liabilities 472 467
Provisions 63 45
Trade payables 365 356
Accrued expenses 1 763 1 720
Other current liabilities 688 773
Cash-settled share-based payment liabilities 483 656
Related party loans and payables 10 6
Taxation payable 31 76
Derivative financial instruments 1 2
Bank overdrafts 15 28
3 891 4 129
Liabilities classified as held for sale 728 276
TOTAL EQUITY AND LIABILITIES 61 821 65 078
Extract of consolidated income statement
for the year ended 31 March 2024
31 March
2024 2023
US$'m US$'m
Continuing operations
Revenue 5 467 4 947
Cost of providing services and sale of goods (3 245) (3 310)
Selling, general and administration expenses (2 388) (2 023)
Other (losses)/gains - net (380) (641)
Operating loss (546) (1 027)
Interest income 912 475
Interest expense (557) (553)
Other finance income/(cost) - net 73 (55)
Dividend income - 61
Share of equity-accounted results 2 810 5 174
Impairment of equity-accounted investments (483) (1 742)
Dilution losses on equity-accounted investments (238) (252)
Gains on partial disposal of equity-accounted investments 5 053 7 622
Net (losses)/gains on acquisitions and disposals (3) 54
Profit before taxation 7 021 9 757
Taxation (161) (42)
Profit from continuing operations 6 860 9 715
(Loss)/profit from discontinued operations(1) (270) 307
Profit for the year 6 590 10 022
Attributable to:
Equity holders of the group 6 606 10 112
Non-controlling interests (16) (90)
6 590 10 022
Per share information for the year from total operations (US cents)(2)
Earnings per ordinary share N 255 368
Diluted earnings per ordinary share N 253 363
Per share information for the year from continuing operations (US cents)(2)
Earnings per ordinary share N 265 357
Diluted earnings per ordinary share N 263 352
1 The prior year amount has been restated due to the discontinued
operation of OLX Autos.
2 Earnings per share is based on the weighted average number of shares
taking into account the cross-holding agreement from the share exchange.
Extract of consolidated statement of comprehensive income
for the year ended 31 March 2024
31 March
2024 Restated(1)
US$'m 2023
US$'m
Profit for the year 6 590 10 022
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Foreign exchange (losses)/gains arising on translation of foreign (1 564) (2 448)
operations(2, 3)
Share of equity-accounted investments' movement in foreign currency 624 797
translation reserve
Items that may not be subsequently reclassified to profit or loss
Fair value (losses)/gains on financial assets through other comprehensive (1 775) (158)
income
Share of equity-accounted investments' movement in other comprehensive (511) (3 005)
income(1)
Total other comprehensive loss for the year - net of tax (3 226) (4 814)
Total comprehensive income for the year 3 364 5 208
Attributable to:
Equity holders of the group 3 368 5 308
Non-controlling interests (4) (100)
3 364 5 208
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$102m) relating to hyperinflation accounting for the
group's subsidiaries in Turkey.
Extract of consolidated statement of cash flows
for the year ended 31 March 2024
31 March
2024 2023
US$'m US$'m
Cash flows from operating activities
Cash generated from/(utilised in) operations 134 (349)
Dividends received from equity-accounted investments 759 572
Cash generated from operating activities 893 223
Interest income received 847 315
Interest costs paid (557) (551)
Taxation paid (138) (107)
Net cash generated from/(utilised in) operating activities 1 045 (120)
Cash flows from investing activities
Property, plant and equipment acquired (42) (229)
Proceeds from sale of property, plant and equipment 10 11
Intangible assets acquired (25) (33)
Proceeds from sale of intangible assets 1 (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)
Additional investment in existing associates (49) (292)
Partial disposals of associates 7 256 10 613
Acquisition of short-term investments(1) (13 738) (6 605)
Maturity of short-term investments(1) 6 709 3 924
Repayment of loans/(loans advanced) to related parties 37 58
Cash paid for other investments(2) (136) (559)
Cash received from other investments(3) 14 3 764
Cash movement in other investing activities (19) (33)
Net cash generated from investing activities 209 12 643
Cash flows from financing activities
Payments for the repurchase of own shares (7 277) (9 901)
Proceeds from long and short-term loans raised 59 104
Repayments of long and short-term loans (99) (56)
Capital restructure as a result of the share-repurchase programme(4) - (615)
Additional investments in existing subsidiaries(5) (385) (1 606)
Repayments of capitalised lease liabilities (60) (51)
Contributions made to the Naspers share trusts (155) (191)
Additional investment from non-controlling shareholders 3 67
Dividends and capital repayments to shareholders (199) (191)
Cash movements in other financing activities (3) (11)
Net cash utilised in financing activities (8 116) (12 451)
Net movement in cash and cash equivalents (6 862) 72
Foreign exchange translation adjustments on cash and cash equivalents (165) (69)
Cash and cash equivalents at the beginning of the year 9 537 9 628
Cash and cash equivalents classified as held for sale (350) (94)
Cash and cash equivalents at the end of the year 2 160 9 537
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 measured at fair value.
4 Relates to the capital restructure from the group's acquisition of
Naspers shares.
5 Relates to transactions with non-controlling interest resulting in
changes in the effective interest of existing subsidiaries.
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 Food Payments Edtech Etail Other Total Corporate Total
US$'m Delivery and US$'m US$'m US$'m Ecommerce segment US$'m
Fintech
US$'m
US$'m US$'m
US$'m
Consolidated adjusted EBITDA from continuing operations(1) 187 77 (23) (91) 21 (35) 136 (149) (13)
Depreciation (12) (8) (5) (6) (49) (2) (82) (6) (88)
Amortisation of software (1) (1) (1) (1) (7) - (11) - (11)
Interest on capitalised lease liabilities (2) (1) (2) - - - (5) (1) (6)
Consolidated trading profit/(loss) from continuing operations(1) 172 67 (31) (98) (35) (37) 38 (156) (118)
Interest on capitalised lease liabilities 2 1 2 - - - 5 1 6
Amortisation of other intangible assets (6) (2) (12) (43) (2) (6) (71) - (71)
Other (losses)/gains - net - (3) 1 (372) (3) (3) (380) - (380)
Retention option expense (2) - 38 - 3 - 39 - 39
Remeasurement of cash-settled share-based incentive expenses 1 (66) 11 12 (6) 4 (44) 25 (19)
Share-based incentives for share options settled in Naspers Limited shares(2) - - - - - - - (3) (3)
Consolidated operating profit/(loss) from continuing operations 167 (3) 9 (501) (43) (42) (413) (133) (546)
1 Refer to the glossary for an explanation of the group's alternative
performance measures.
2 Refers to share-based incentives settled in equity instruments of
the Naspers group, where the Prosus group has no obligation to settle the
awards with participants, ie they are settled by Naspers.
Segmental analysis continued
Year ended 31 March 2023
Classifieds Food Payments Edtech Etail Other Total Corporate Total
US$'m Delivery and US$'m US$'m US$'m Ecommerce segment US$'m
US$'m Fintech US$'m US$'m
US$'m
Consolidated adjusted EBITDA from continuing operations(1) 73 (94) (77) (122) (9) (85) (314) (166) (480)
Depreciation (11) (9) (6) (6) (46) (5) (83) (7) (90)
Amortisation of software (4) (1) - (3) (5) 2 (11) - (11)
Interest on capitalised lease liabilities (2) (2) - - (1) - (5) - (5)
Consolidated trading profit/(loss) from continuing operations(1) 56 (106) (83) (131) (61) (88) (413) (173) (586)
Interest on capitalised lease liabilities 2 2 - - 1 - 5 - 5
Amortisation of other intangible assets (4) (1) (17) (43) (3) - (68) - (68)
Other (losses) - net (40) (3) (3) (553) (2) (40) (641) - (641)
Other - - 7 - - - 7 - 7
Retention option expense (2) - (26) - 8 - (20) - (20)
Remeasurement of cash-settled 34 55 (5) 29 (1) 33 145 140 285
share-based incentive expenses
Share-based incentives for share options settled in Naspers Limited shares(2) (3) - - - - (1) (4) (5) (9)
Consolidated operating profit/(loss) from continuing operations 43 (53) (127) (698) (58) (96) (989) (38) (1 027)
1 Refer to the glossary for an explanation of the group's alternative
performance measures.
2 Refers to share-based incentives settled in equity instruments of
the Naspers group, where the Prosus group has no obligation to settle the
awards with participants, ie they are settled by Naspers.
Financial alternative performance measures
for the year ended 31 March 2024
Reconciliation of financial alternative performance measures
Growth in local currency, excluding acquisitions and disposals
The adjustments to the amounts, reported in terms of IFRS, that have been made
in arriving at the pro forma financial information are presented in the table
below:
Consolidated revenue
Year ended 31 March
2023 2024 2024 2024 2024 2024 2024 2024
A B C D E F(1) G(2) H(3)
IFRS Group Group Foreign Local IFRS Local IFRS
US$'m composition composition currency currency US$'m currency % change
disposal acquisition adjustment growth growth
adjustment adjustment US$'m US$'m % change
US$'m US$'m
Ecommerce 4 947 (235) (194) 34 915 5 467 19 11
- Classifieds 519 - 17 33 138 707 27 36
OLX Europe 441 - - 36 133 610 30 38
OLX South Africa 45 - - (5) 6 46 13 2
Other 33 - 17 2 (1) 51
- Payments and Fintech 903 (8) 1 (134) 344 1 106 38 22
Core PSP 790 (6) 1 (135) 325 975 41 23
PayU India 399 - - (12) 57 444 14 11
Total GPO(4) 393 (7) 1 (122) 268 533 69 36
GPO 293 (7) 1 (21) 59 325 21 11
Iyzico 85 - - (101) 202 186 >100 >100
Other 15 - - - 7 22
Other (2) 1 - (1) - (2)
India credit 83 - - (2) 26 107 31 29
Other 30 (2) - 3 (7) 24
- Food Delivery 1 371 (218) (234) 55 248 1 222 22 (11)
iFood 1 371 (218) (234) 55 248 1 222 22 (11)
Core Food 1 231 (220) (216) 50 244 1 089 24 (12)
Extensions 140 2 (18) 5 4 133 3 (5)
- Edtech 134 - - 2 12 148 9 10
GoodHabitz 40 - - 2 8 50 20 25
Stack Overflow 94 - - - 4 98 4 4
- Etail 1 928 17 22 76 163 2 206 8 14
eMAG 1 928 17 22 76 163 2 206 8 14
Sameday 174 - - - 56 230 32 32
Extensions 142 15 22 14 30 223 19 57
Other 1 612 2 - 62 77 1 753
- Other 92 (26) - 2 10 78 15 (15)
Corporate segment - - - - - - - -
Intersegmental - - - - - - - -
Group consolidated 4 947 (235) (194) 34 915 5 467 19 11
1 A + B + C + D +
E. 2 [E/(A +
B)] x 100. 3 [(F/A) - 1] x 100.
4 GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made
in arriving at the pro forma financial information are presented in the table
below:
Economic-interest revenue
Year ended 31 March
2023 2024 2024 2024 2024 2024 2024 2024
A B C D E F(2) G(3) H(4)
IFRS(1) Group Group Foreign Local IFRS(1) Local IFRS
US$'m composition composition currency currency US$'m currency % change
disposal acquisition adjustment growth growth
adjustment adjustment US$'m US$'m % change
US$'m US$'m
Ecommerce 9 124 (454) 109 132 1 438 10 349 17 13
- Classifieds 755 (4) 17 37 146 951 19 26
- Payments and Fintech 1 052 (21) 2 (133) 405 1 305 39 24
- Food Delivery 4 203 (271) 47 157 728 4 864 19 16
- Edtech 545 (141) 10 2 28 444 7 (19)
- Etail 1 953 12 23 77 164 2 229 8 14
- Other 616 (29) 10 (8) (33) 556 (6) (10)
Social and internet platforms 22 269 (1 945) - (927) 1 998 21 395 10 (4)
- Tencent 22 269 (1 945) - (927) 1 998 21 395 10 (4)
Corporate segment - - - - - - - -
Intersegmental - - - - - - - -
Group economic interest 31 393 (2 399) 109 (795) 3 436 31 744 12 1
1 Figures presented on an economic-interest basis as per the segmental
review.
2 A + B + C + D + E. 3 [E/(A +
B)] x 100. 4 [(F/A) - 1] x 100.
The adjustments to the amounts, reported in terms of IFRS, that have been made
in arriving at the pro forma financial information are presented in the table
below:
Consolidated trading profit
Year ended 31 March
2023 2024 2024 2024 2024 2024 2024 2024
A B C D E F(1) G(2) H(3)
IFRS Group Group Foreign Local IFRS Local IFRS
US$'m composition composition currency currency US$'m currency % change
disposal acquisition adjustment growth growth
adjustment adjustment US$'m US$'m % change
US$'m US$'m
Ecommerce (413) 21 (2) 3 429 38 >100 >100
- Classifieds 56 - 1 13 102 172 >100 >100
OLX Europe 68 - - 18 90 176 >100 >100
OLX South Africa 26 - - (3) 4 27 15 4
Other (38) - 1 (2) 8 (31)
- Payments and Fintech (83) - (1) (14) 67 (31) 81 63
Core PSP (2) - (1) (16) 38 19 >100 >100
PayU India 11 - - 1 (24) (12) (>100) (>100)
Total GPO(4) (14) - (1) (16) 62 31 >100 >100
GPO (21) - (1) (9) 46 15 >100 >100
Iyzico 8 - - (7) 16 17 >100 >100
Other (1) - - - - (1)
Other 1 - - (1) - -
India credit (10) - - 1 (11) (20) (>100) (>100)
Other (71) - - 1 40 (30)
- Food Delivery (106) 4 - 5 164 67 >100 >100
iFood (65) 4 - 5 152 96 >100 >100
Core Food 94 20 - 9 137 260 >100 >100
Extensions (159) (16) - (4) 15 (164) 9 (3)
Other (41) - - - 12 (29)
- Etail (61) (1) (1) 1 27 (35) 44 43
eMAG (52) (1) (1) 1 27 (26) 51 50
Sameday (16) - - 1 9 (6) 56 63
Extensions (46) (1) (1) (3) 7 (44) 15 4
Other 10 - - 3 11 24
Other (9) - - - - (9)
- Edtech (131) - - - 33 (98) 25 25
GoodHabitz (16) - - - 8 (8) 50 50
Stack Overflow (84) - - (1) 28 (57) 33 32
Other (31) - - 1 (3) (33)
- Other (88) 18 (1) (2) 36 (37) 51 58
Corporate segment (173) - - - 17 (156) 10 10
Group consolidated (586) 21 (2) 3 446 (118) 79 80
1 A + B + C + D + E.
2 [E/(A + B)] x 100. 3
[(F/A) - 1] x 100.
4 Includes GPO including Iyzico and RDP.
The adjustments to the amounts, reported in terms of IFRS, that have been made
in arriving at the pro forma financial information are presented in the table
below:
Economic-interest trading profit
Year ended 31 March
2023 2024 2024 2024 2024 2024 2024 2024
A B C D E F(2) G(3) H(4)
IFRS(1) Group Group Foreign Local IFRS(1) Local IFRS
US$'m composition composition currency currency US$'m currency % change
disposal acquisition adjustment growth growth
adjustment adjustment US$'m US$'m % change
US$'m US$'m
Ecommerce (1 306) 164 (13) 4 876 (275) 77 79
- Classifieds 47 1 1 14 124 187 >100 >100
- Payments and Fintech (116) 3 (2) (13) 69 (59) 61 49
- Food Delivery (649) 35 (14) 4 466 (158) 76 76
- Edtech (258) 106 5 - 67 (80) 44 69
- Etail (63) (1) (1) 1 28 (36) 44 43
- Other (267) 20 (2) (2) 122 (129) 49 52
Social and internet platforms 5 085 (441) - (260) 1 845 6 229 40 22
- Tencent 5 085 (441) - (260) 1 845 6 229 40 22
Corporate segment (173) - - - 17 (156) 10 10
Group economic interest 3 606 (277) (13) (256) 2 738 5 798 82 61
1 Figures presented on an economic-interest basis as per the segmental
review.
2 A + B + C + D + E. 3 [E/(A +
B)] x 100. 4 [(F/A) - 1] x 100.
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 Closing Average Closing
rate rate rate rate
Currency (1FC = US$)
South African rand (ZAR) 0.0533 0.0528 0.0583 0.0562
Euro (EUR) 1.0827 1.0794 1.0415 1.0841
Chinese yuan renminbi (RMB) 0.1393 0.1385 0.1453 0.1456
Brazilian real (BRL) 0.2024 0.1994 0.1943 0.1975
Indian rupee (INR) 0.0121 0.0120 0.0124 0.0122
Polish zloty (PLN) 0.2445 0.2514 0.2213 0.2317
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 Subsidiary Ecommerce Acquisition/Disposal
period catch-up adjustment
Change in the group's interest in Delivery Hero Associate Ecommerce Acquisition/Disposal
Change in the group's interest in Swiggy Associate Ecommerce Acquisition/Disposal
Change in the group's interest in Emicro Associate Ecommerce Acquisition/Disposal
Change in the group's interest in ElasticRun Associate Ecommerce Acquisition/Disposal
Acquisition of the group's interest in Azos Associate Ecommerce Acquisition
Increase in the group's interest in PharmEasy Associate Ecommerce Acquisition
Acquisition of the group's interest in Planet24 Associate Ecommerce Acquisition
Acquisition of the group's interest in Alwans Associate Ecommerce Acquisition
Acquisition of the group's interest in Vegrow Associate Ecommerce Acquisition
Change in the group's interest in Captain Fresh Associate Ecommerce Acquisition/Disposal
Change in the group's interest in Sangvhi Beauty Associate Ecommerce Acquisition/Disposal
Increase in the group's interest in Bux Associate Ecommerce Acquisition
Decrease in the group's interest in Shipper Associate Ecommerce Disposal
Change in the group's interest in Klar Associate Ecommerce Acquisition/Disposal
Dilution of the group's interest in Remitly Associate Ecommerce Disposal
Increase in the group's interest in FinWizard Associate Ecommerce Acquisition
Acquisition of the group's interest in LifeCheq Associate Ecommerce Acquisition
Loss of control of the group's interest in Udemy Associate Ecommerce Disposal
Loss of control of the group's interest in BYJU'S Associate Ecommerce Disposal
Change of the group's interest in Skillsoft Associate Ecommerce Acquisition/Disposal
The net adjustment made for all acquisitions and disposals on continuing
operations that took place during the year ended 31 March 2024 amounted to a
negative adjustment of US$2.3bn on revenue and a negative adjustment of
US$290m on trading profit. These adjustments include the impact of a change in
revenue recognition related to iFood and in Eruditus.
Earnings disclosure on a per share basis
For the year ended 31 March
2024 2023 Change
US$'m US$'m %
Continuing operations
Earnings attributable to equity holders for the year (US$'m) 6 873 9 809 (30)
Earnings per ordinary share N (US cents)(1) 265 357 (26)
Diluted earnings per ordinary share N (US cents) 263 352 (25)
Headline earnings for the period (US$'m)(1) 3 435 756 354
Headline earnings per ordinary share N (US cents)(1) 132 27 382
Diluted headline earnings per ordinary share N (US cents) 130 23 465
Core headline earnings for the period (US$'m)(1) 5 003 2 713 84
Core headline earnings per ordinary share N (US cents)(1) 193 99 96
Diluted core headline earnings per ordinary share N (US cents) 191 94 102
- Weighted average for the period 2 592 606 2 750 274
- Diluted weighted average 2 592 606 2 750 274
Discontinued operations
Earnings attributable to equity holders for the year (US$'m) (267) 303 (188)
Earnings per ordinary share N (US cents) (10) 11 (193)
Diluted earnings per ordinary share N (US cents) (10) 11 (191)
Headline earnings for the period (US$'m) (138) (128) 8
Headline earnings per ordinary share N (US cents) (5) (5) 14
Diluted headline earnings per ordinary share N (US cents) (5) (5) 14
Core headline earnings for the period (US$'m) (112) (214) (48)
Core headline earnings per ordinary share N (US cents) (4) (8) (44)
Diluted core headline earnings per ordinary share N (US cents) (4) (8) (44)
Total operations
Earnings attributable to equity holders for the year (US$'m) 6 606 10 112 (35)
Earnings per ordinary share N (US cents) 255 368 (31)
Diluted earnings per ordinary share N (US cents) 253 363 (30)
Headline earnings for the period (US$'m) 3 297 628 425
Headline earnings per ordinary share N (US cents) 127 22 477
Diluted headline earnings per ordinary share N (US cents) 125 18 594
Core headline earnings for the period (US$'m) 4 891 2 499 96
Core headline earnings per ordinary share N (US cents) 189 91 108
Diluted core headline earnings per ordinary share N (US cents) 187 86 117
1 Refer to the glossary for an explanation of the group's alternative
performance measures.
Reconciliation of earnings to core headline earnings
31 March
2024 2023
US$'m US$'m
CONTINUING OPERATIONS
Earnings from continuing operations
Basic earnings attributable to shareholders 6 873 9 809
Impact of dilutive instruments of subsidiaries, associates and joint ventures (64) (116)
Diluted earnings attributable to shareholders 6 809 9 693
Headline adjustments for continuing operations
Adjusted for: (3 436) (8 949)
- Impairment of other assets - 33
- Impairment of goodwill, PPE and other intangible assets 374 612
- Loss on sale of assets 5 4
- Gain on remeasurement of previously held interest (10) -
- Gain recognised on loss of control - (23)
- Gain recognised on loss of significant influence - (30)
- Net loss/(gains) on disposals of investments 3 (30)
- Gain on partial disposal of equity-accounted investments (5 053) (7 622)
- Dilution losses on equity-accounted investments 238 252
- Remeasurements included in equity-accounted earnings(1) 524 (3 887)
- Impairment of equity-accounted investments 483 1 742
3 437 860
Total tax effects of adjustments 1 -
Total adjustment for non-controlling interests (3) (104)
Headline earnings(2) 3 435 756
Adjusted for:
- Equity-settled share-based payment expenses 1 045 1 449
- Remeasurement of cash-settled share-based incentive expenses 16 (257)
- Amortisation of other intangible assets 494 664
- Fair value adjustments and currency translation differences (21) (13)
- Retention option remeasurement (38) 23
- Transaction-related costs 72 91
Core headline earnings(2) 5 003 2 713
1 Remeasurements included in equity-accounted earnings include US$108m
(FY23: US$5.9bn) relating to gains arising on acquisitions and disposals by
associates and US$627bn (FY23: US$1.9bn) relating to net impairments of assets
recognised by associates.
2 Refer to the glossary for an explanation of the group's alternative
performance measures.
The diluted earnings, headline earnings and core headline earnings per share
figures presented on the face of the income statement include a decrease of
US$64m (FY23: US$116m) relating to the future dilutive impact of potential
ordinary shares issued by equity-accounted investees.
Reconciliation of earnings to core headline earnings continued
31 March
2024 2023
US$'m US$'m
DISCONTINUED OPERATIONS
Earnings from discontinuing operations (267) 303
Basic earnings attributable to shareholders
Impact of dilutive instruments of subsidiaries, associates and joint ventures
Diluted earnings attributable to shareholders (267) 303
Headline adjustments from discontinuing operations
Adjusted for: 129 (437)
- Impairment of goodwill, PPE and other intangible assets 137 125
- Loss on sale of assets - 6
- Net (gains)/loss on disposals of investments (8) (568)
(138) (134)
Total tax effects of adjustments - -
Total adjustment for non-controlling interests - 6
Headline earnings from discontinuing operations(1) (138) (128)
Adjusted for:
- Remeasurement of cash-settled share-based incentive expenses (4) (41)
- Amortisation of other intangible assets - 15
- Fair value adjustments and currency translation differences 20 (60)
- Transaction-related costs 10 -
Core headline earnings from discontinuing operations(1) (112) (214)
1 Refer to the glossary for an explanation of the group's alternative
performance measures.
Reconciliation of cash generated from operations to free cash flow
31 March
2024 2023
US$'m US$'m
Cash generated from operations 134 (349)
Transaction-related costs 18 30
Capital expenditure (56) (252)
Capital finance leases repaid, gross (69) (65)
Investment income received 759 572
Taxation paid (107) (107)
Taxation credits (54) -
Merchant cash (receivable)/payables (203) (218)
Credit included in financing activities - 7
Free cash flow(1) 422 (382)
1 Refer to the glossary for an explanation of the group's alternative
performance measures.
Financial and non-financial alternative performance measures glossary
for the year ended 31 March 2024
The Naspers and Prosus groups (collectively referred to as the group)
discloses various alternative performance measures (APMs) in their year-end
financial statements on which an independent auditor's assurance report on the
compilation of the pro forma financial information has been obtained.
In the analysis of the group's financial performance, certain information
disclosed in the financial statements may be prepared on a non-IFRS 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 (ARR) Annual recurring revenue is the sum of all revenue derived from customer It provides a high level view of ongoing revenue and enables the group to
contracts over the course of the next 12 months. It refers to ongoing revenue estimate future revenue growth potential.
from a product line in the Edtech segment.
Adjusted EBITDA Adjusted EBITDA represents operating profit/loss, as adjusted to exclude: The group utilises this as an additional measure to analyse operational
(i) depreciation; (ii) amortisation; (iii) retention option expenses linked to activity and profitability of the group's businesses.
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).
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 We reflect core headline earnings as the group's indicator of its post-tax
non-operating items. Specifically, headline earnings are adjusted for the operating performance, which adjusts for non-operating items.
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; and (vii) the amortisation of intangible assets recognised in
business combinations and acquisitions, 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.
Economic interest Investments in associated companies and joint ventures have been accounted for It is considered a useful measure to analyse operational profitability and
under the equity method for all periods, unless otherwise indicated. Economic performance of the group's portfolio of assets as a whole, including both
interest is the proportionate consolidation of associate companies and joint consolidated earnings plus the group's proportionate share of the associates
ventures. Proportionate consolidation is a method of accounting whereby our and joint ventures revenue and trading profit.
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.
Free cash flow Free cash flow represents cash generated from operations adjusted for Free cash flow reflects an important way of viewing our cash generation that
transaction-related costs, specific working capital adjustments that are not the board believes is useful to investors because it represents cash flows
directly related to our operational activities, plus dividends received, that could be used for distribution of dividends, repayment of debt (including
minus: (i) capital leases repaid (gross); and (ii) cash taxation paid, interest thereon) or to fund our strategic initiatives, including
excluding tax paid of a capital nature. Free cash flow reflects an additional acquisitions, if any.
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.
Gross merchandise value (GMV) A measure of the growth of a business determined by the total value of It is considered a measure to analyse operational size and performance of a
merchandise sold over a given period through a consumer-to-consumer (C2C) business in our food delivery, etail and other businesses.
or business-to-consumer (B2C) platform.
Growth in local currency, excluding acquisitions and disposals. Also referred We apply certain adjustments to the segmental revenue and trading profit The growth in local currency, excluding acquisitions and disposals, provides a
to as organic growth reported in the financial statements to present the growth in such metrics in view of our underlying financial performance that management believes is more
local currency and excluding the effects of changes in our composition. Such comparable between periods by removing the impact of changes in foreign
underlying adjustments provide a view of our underlying financial performance exchange rates and changes in our group's composition, on our results.
that management believes is more comparable between periods by removing the
impact of changes in foreign exchange rates and changes in our composition on
our results. Such adjustments are referred to herein as 'growth in local
currency, excluding acquisitions and disposals'. We apply the following
methodology in calculating growth in local currency, excluding acquisitions
and disposals:
· Foreign exchange/constant currency adjustments have been
calculated by adjusting the current period's results to the prior period's
average foreign exchange rates, determined as the average of the monthly
exchange rates for that period. The local currency financial information
quoted is calculated as the constant currency results, arrived at using the
methodology outlined above, compared to the prior period's actual IFRS-EU
results.
Adjustments made for changes in our composition relate to acquisitions,
mergers and disposals of subsidiaries and equity-accounted investments, as
well as to changes in our shareholding in our equity-accounted investments.
For acquisitions, adjustments are made to remove the revenue and trading
profit/(loss) of the acquired entity from the current reporting period and, in
subsequent reporting periods, to ensure that the current reporting period and
the comparative reporting period contain revenue and trading profit/(loss)
information relating to the same number of months. For mergers, adjustments
are made to include a portion of the prior period's revenue and trading
profit/(loss) of the entity acquired as a result of a merger. For disposals,
adjustments are made to remove the revenue and trading profit/(loss) of the
disposed entity from the previous reporting period to the extent that there is
no comparable revenue or trading profit/(loss) information in the current
period and, in subsequent reporting periods, to ensure that the previous
reporting period does not contain revenue and trading profit/(loss)
information relating to the disposed business.
Headline earnings Headline earnings represent net profit for the year attributable to the This is a JSE listing requirement for Naspers and is included for consistency
group's equity holders, excluding certain defined separately identifiable between Naspers and Prosus.
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.
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 It is considered a key revenue driver to analyse the performance of revenue
providers collect for enabling third-party transactions. Put simply, a take collection within the group's online platforms.
rate is how much money a business makes from a transaction.
Total payments in value (TPV) A measure of payments, net of payment reversals, successfully completed It is considered a useful measure to analyse operational activity in our
through a payments platform (PayU), excluding transactions processed through payments service providers.
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).
Trading profit/loss Trading profit/loss represents operating profit/loss, as adjusted to exclude: Trading profit/(loss) is a non-IFRS measure that refers to adjusted EBITDA
(i) amortisation of intangible assets recognised in business combinations and adjusted for depreciation, amortisation of software and interest on
acquisitions, as these expenses are not considered operational in nature; capitalised lease liabilities. It is considered a useful measure to analyse
(ii) retention option expenses linked to business combinations; (iii) other operational profitability within the group by the group's CODM.
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 shareholders 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 margin Trading profit/loss divided by revenue. It is considered a useful measure to analyse operational profitability.
Administration and corporate information
Prosus N.V.
Incorporated in the Netherlands
(Registration number: 34099856)
(Prosus or the group)
Euronext Amsterdam
JSE share code: PRX
ISIN: NL 0013654783
Directors and management
JP Bekker (chair), S Dubey, HJ du Toit, CL Enenstein, M Girotra, RCC Jafta,
AGZ Kemna, FLN Letele, D Meyer, R Oliveira de Lima,
SJZ Pacak, V Sgourdos, MR Sorour, JDT Stofberg, Y Xu
Company secretary
L Bagwandeen
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
Registered office
Gustav Mahlerplein 5
Symphony Offices
1082 MS Amsterdam
The Netherlands
Tel: +31 20 299 9777
www.prosus.com
Independent auditor
Deloitte Accountants B.V.
Gustav Mahlerlaan 3004
1081 LA Amsterdam
The Netherlands
Euronext listing agent
ING Bank N.V.
Bijlmerplein 888
1102 MG Amsterdam
The Netherlands
Euronext paying agent
ABN AMRO Bank N.V.
Corporate broking and issuer services
HQ 7212
Gustav Mahlerlaan 10
1082 PP Amsterdam
The Netherlands
JSE transfer secretary
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Bierman Avenue
Rosebank
Johannesburg
2196
South Africa
Tel: +27 (0)86 110 0933
Cross-border settlement agent
Citibank, N.A. South Africa Branch
145 West Street
Sandown
Johannesburg
2196
South Africa
JSE sponsor
Investec Bank Limited
(Registration number: 1969/004763/06)
PO Box 785700
Sandton
2146
South Africa
Tel: +27 (0)11 291 3086
Fax: +27 (0)11 286 9986
ADR programme
Bank of New York Mellon maintains a GlobalBuyDIRECT(SM) plan for Prosus N.V.
For additional information, visit
Bank of New York Mellon's website at
www.globalbuydirect.com or call
Shareholder Relations at 1-888-BNY-ADRS or
1-800-345-1612 or write to:
Bank of New York Mellon
Shareholder Relations Department - GlobalBuyDIRECT(SM)
Church Street Station
PO Box 11258
New York
NY 10286-1258
USA
Attorneys
Allen & Overy Shearman Sterling LLP
Apollolaan 15
1077 AB Amsterdam
The Netherlands
Investor relations
Eoin Ryan
InvestorRelations@prosus.com
Tel: +1 347 210 4305
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
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