Summarised consolidated financial statements
for the year ended 31 March 2024
Summarised consolidated financial statements
for the year ended 31 March 2024
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:
| Year ended 31 March | ||||||||||||
| 2023 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |||||
| A | B | C | D | E | F1 | G2 | H3 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS US$‘m |
Group composition disposal adjustment US$‘m |
Group composition acquisition adjustment US$‘m |
Foreign currency adjustment US$‘m |
Local currency growth US$‘m |
IFRS US$‘m |
Local currency growth % change |
IFRS % change |
|||||
| Ecommerce | 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 GPO4 | 393 | (7) | 1 | (122) | 268 | 533 | 69 | 36 | ||||
| GPO | 293 | (7) | 1 | (21) | 59 | 325 | 21 | 11 | ||||
| Iyzico | 85 | — | — | (101) | 202 | 186 | >100 | >100 | ||||
| Other | 15 | — | — | — | 7 | 22 | ||||||
| Other | (2) | 1 | — | (1) | — | (2) | ||||||
| India credit | 83 | — | — | (2) | 26 | 107 | 31 | 29 | ||||
| Other | 30 | (2) | — | 3 | (7) | 24 | ||||||
| – Food Delivery | 1 371 | (218) | (234) | 55 | 248 | 1 222 | 22 | (11) | ||||
| iFood | 1 371 | (218) | (234) | 55 | 248 | 1 222 | 22 | (11) | ||||
| Core Food | 1 231 | (220) | (216) | 50 | 244 | 1 089 | 24 | (12) | ||||
| Extensions | 140 | 2 | (18) | 5 | 4 | 133 | 3 | (5) | ||||
| – Edtech | 134 | — | — | 2 | 12 | 148 | 9 | 10 | ||||
| GoodHabitz | 40 | — | — | 2 | 8 | 50 | 20 | 25 | ||||
| Stack Overflow | 94 | — | — | — | 4 | 98 | 4 | 4 | ||||
| – Etail | 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:
| Year ended 31 March | ||||||||
| 2023 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
| A | B | C | D | E | F2 | G3 | H4 | |
|---|---|---|---|---|---|---|---|---|
| IFRS1 US$‘m |
Group composition disposal adjustment US$‘m |
Group composition acquisition adjustment US$‘m |
Foreign currency adjustment US$‘m |
Local currency growth US$‘m |
IFRS1 US$‘m |
Local currency growth % change |
IFRS % change |
|
| Ecommerce | 9 124 | (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:
| Year ended 31 March | ||||||||||||
| 2023 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |||||
| A | B | C | D | E | F1 | G2 | H3 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS US$‘m |
Group composition disposal adjustment US$‘m |
Group composition acquisition adjustment US$‘m |
Foreign currency adjustment US$‘m |
Local currency growth US$‘m |
IFRS US$‘m |
Local currency growth % change |
IFRS % change |
|||||
| Ecommerce | (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 GPO4 | (14) | — | (1) | (16) | 62 | 31 | >100 | >100 | ||||
| GPO | (21) | — | (1) | (9) | 46 | 15 | >100 | >100 | ||||
| Iyzico | 8 | — | — | (7) | 16 | 17 | >100 | >100 | ||||
| Other | (1) | — | — | — | — | (1) | ||||||
| Other | 1 | — | — | (1) | — | — | ||||||
| India credit | (10) | — | — | 1 | (11) | (20) | (>100) | (>100) | ||||
| Other | (71) | — | — | 1 | 40 | (30) | ||||||
| – Food Delivery | (106) | 4 | — | 5 | 164 | 67 | >100 | >100 | ||||
| iFood | (65) | 4 | — | 5 | 152 | 96 | >100 | >100 | ||||
| Core Food | 94 | 20 | — | 9 | 137 | 260 | >100 | >100 | ||||
| Extensions | (159) | (16) | — | (4) | 15 | (164) | 9 | (3) | ||||
| Other | (41) | — | — | — | 12 | (29) | ||||||
| – Etail | (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 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:
| Year ended 31 March | ||||||||
| 2023 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | |
| A | B | C | D | E | F2 | G3 | H4 | |
|---|---|---|---|---|---|---|---|---|
| IFRS1 US$‘m |
Group composition disposal adjustment US$‘m |
Group composition acquisition adjustment US$‘m |
Foreign currency adjustment US$‘m |
Local currency growth US$‘m |
IFRS1 US$‘m |
Local currency growth % change |
IFRS % change |
|
| Ecommerce | (1 306) | 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:
| 31 March 2024 | 31 March 2023 | |||
| Average rate |
Closing rate |
Average rate |
Closing rate |
|
|---|---|---|---|---|
| Currency (1FC = US$) | ||||
| South African rand (ZAR) | 0.0533 | 0.0528 | 0.0583 | 0.0562 |
| Euro (EUR) | 1.0827 | 1.0794 | 1.0415 | 1.0841 |
| Chinese yuan renminbi (RMB) | 0.1393 | 0.1385 | 0.1453 | 0.1456 |
| Brazilian real (BRL) | 0.2024 | 0.1994 | 0.1943 | 0.1975 |
| Indian rupee (INR) | 0.0121 | 0.0120 | 0.0124 | 0.0122 |
| Polish zloty (PLN) | 0.2445 | 0.2514 | 0.2213 | 0.2317 |
| Romanian lei (RON) | 0.2183 | 0.2172 | 0.2114 | 0.2191 |
| Turkish Lira (YTL) | 0.0366 | 0.0308 | 0.0557 | 0.0521 |
| British pound sterling (GBP) | 1.2568 | 1.2623 | 1.2036 | 1.2335 |
The following significant changes in the composition of the group during the year ended 31 March 2024 have been adjusted for in arriving at the pro forma financial information:
| Transaction | Basis of accounting | Reportable segment | Acquisition/Disposal |
| Dilution of the group‘s interest in Tencent | Associate | Social and internet platforms | Disposal |
| Dilution of the group‘s interest in EMPG | Associate | Ecommerce | Disposal |
| Dilution of the group‘s interest in OfferUp | Associate | Ecommerce | Disposal |
| Disposal of the group‘s interest in Oda | Associate | Ecommerce | Disposal |
| Dilution of the group‘s interest in Flink | Associate | Ecommerce | Disposal |
| Disposal of the group‘s interest in iFood Colombia | Associate | Ecommerce | Disposal |
| Disposal of the group‘s interest in PayU Russia | Subsidiary | Ecommerce | Disposal |
| Acquisition of the group‘s interest in Ding | Subsidiary | Ecommerce | Acquisition |
| Step-up in the group‘s interest in Flip together with the impact of the lag period catch-up adjustment | Subsidiary | Ecommerce | Acquisition/Disposal |
| Change in the group‘s interest in Delivery Hero | Associate | Ecommerce | Acquisition/Disposal |
| Change in the group‘s interest in Swiggy | Associate | Ecommerce | Acquisition/Disposal |
| Change in the group‘s interest in Emicro | Associate | Ecommerce | Acquisition/Disposal |
| Change in the group‘s interest in ElasticRun | Associate | Ecommerce | Acquisition/Disposal |
| Acquisition of the group‘s interest in Azos | Associate | Ecommerce | Acquisition |
| Increase in the group‘s interest in PharmEasy | Associate | Ecommerce | Acquisition |
| Acquisition of the group‘s interest in Planet24 | Associate | Ecommerce | Acquisition |
| Acquisition of the group‘s interest in Alwans | Associate | Ecommerce | Acquisition |
| Acquisition of the group‘s interest in Vegrow | Associate | Ecommerce | Acquisition |
| Change in the group‘s interest in Captain Fresh | Associate | Ecommerce | Acquisition/Disposal |
| Change in the group‘s interest in Sangvhi Beauty | Associate | Ecommerce | Acquisition/Disposal |
| Increase in the group‘s interest in Bux | Associate | Ecommerce | Acquisition |
| Decrease in the group‘s interest in Shipper | Associate | Ecommerce | Disposal |
| Change in the group‘s interest in Klar | Associate | Ecommerce | Acquisition/Disposal |
| Dilution of the group‘s interest in Remitly | Associate | Ecommerce | Disposal |
| Increase in the group‘s interest in FinWizard | Associate | Ecommerce | Acquisition |
| Acquisition of the group‘s interest in LifeCheq | Associate | Ecommerce | Acquisition |
| Loss of control of the group‘s interest in Udemy | Associate | Ecommerce | Disposal |
| Loss of control of the group‘s interest in BYJU‘S | Associate | Ecommerce | Disposal |
| Change of the group‘s interest in Skillsoft | Associate | Ecommerce | Acquisition/Disposal |
The net adjustment made for all acquisitions and disposals on continuing operations that took place during the year ended 31 March 2024 amounted to a negative adjustment of US$2.3bn on revenue and a negative adjustment of US$290m on trading profit. These adjustments include the impact of a change in revenue recognition related to iFood and in Eruditus.
For the year ended 31 March
| 2024 US$‘m |
2023 US$‘m |
Change % |
|
|---|---|---|---|
| Continuing operations | |||
| Earnings attributable to equity holders for the year (US$‘m) | 6 873 | 9 809 | (30) |
| Earnings per ordinary share N (US cents)1 | 265 | 357 | (26) |
| Diluted earnings per ordinary share N (US cents) | 263 | 352 | (25) |
| Headline earnings for the period (US$‘m)1 | 3 435 | 756 | 354 |
| Headline earnings per ordinary share N (US cents)1 | 132 | 27 | 382 |
| Diluted headline earnings per ordinary share N (US cents) | 130 | 23 | 465 |
| Core headline earnings for the period (US$‘m)1 | 5 003 | 2 713 | 84 |
| Core headline earnings per ordinary share N (US cents)1 | 193 | 99 | 96 |
| Diluted core headline earnings per ordinary share N (US cents) | 191 | 94 | 102 |
| – Weighted average for the period | 2 592 606 | 2 750 274 | |
| – Diluted weighted average | 2 592 606 | 2 750 274 | |
| Discontinued operations | |||
| Earnings attributable to equity holders for the year (US$‘m) | (267) | 303 | (188) |
| Earnings per ordinary share N (US cents) | (10) | 11 | (193) |
| Diluted earnings per ordinary share N (US cents) | (10) | 11 | (191) |
| Headline earnings for the period (US$‘m) | (138) | (128) | 8 |
| Headline earnings per ordinary share N (US cents) | (5) | (5) | 14 |
| Diluted headline earnings per ordinary share N (US cents) | (5) | (5) | 14 |
| Core headline earnings for the period (US$‘m) | (112) | (214) | (48) |
| Core headline earnings per ordinary share N (US cents) | (4) | (8) | (44) |
| Diluted core headline earnings per ordinary share N (US cents) | (4) | (8) | (44) |
| Total operations | |||
| Earnings attributable to equity holders for the year (US$‘m) | 6 606 | 10 112 | (35) |
| Earnings per ordinary share N (US cents) | 255 | 368 | (31) |
| Diluted earnings per ordinary share N (US cents) | 253 | 363 | (30) |
| Headline earnings for the period (US$‘m) | 3 297 | 628 | 425 |
| Headline earnings per ordinary share N (US cents) | 127 | 22 | 477 |
| Diluted headline earnings per ordinary share N (US cents) | 125 | 18 | 594 |
| Core headline earnings for the period (US$‘m) | 4 891 | 2 499 | 96 |
| Core headline earnings per ordinary share N (US cents) | 189 | 91 | 108 |
| Diluted core headline earnings per ordinary share N (US cents) | 187 | 86 | 117 |
1 Refer to the glossary for an explanation of the group‘s alternative performance measures.
| 31 March | ||
| 2024 US$‘m |
2023 US$‘m |
|
|---|---|---|
| CONTINUING OPERATIONS | ||
| Earnings from continuing operations | ||
| Basic earnings attributable to shareholders | 6 873 | 9 809 |
| Impact of dilutive instruments of subsidiaries, associates and joint ventures | (64) | (116) |
| Diluted earnings attributable to shareholders | 6 809 | 9 693 |
| Headline adjustments for continuing operations | ||
| Adjusted for: | (3 436) | (8 949) |
| – Impairment of other assets | — | 33 |
| – Impairment of goodwill, PPE and other intangible assets | 374 | 612 |
| – Loss on sale of assets | 5 | 4 |
| – Gain on remeasurement of previously held interest | (10) | — |
| – Gain recognised on loss of control | — | (23) |
| – Gain recognised on loss of significant influence | — | (30) |
| – Net loss/(gains) on disposals of investments | 3 | (30) |
| – Gain on partial disposal of equity-accounted investments | (5 053) | (7 622) |
| – Dilution losses on equity-accounted investments | 238 | 252 |
| – Remeasurements included in equity-accounted earnings1 | 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 earnings2 | 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 earnings2 | 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$116m) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted investees.
| 31 March | ||
| 2024 US$‘m |
2023 US$‘m |
|
|---|---|---|
| DISCONTINUED OPERATIONS | ||
| Earnings from discontinuing operations | (267) | 303 |
| Basic earnings attributable to shareholders | ||
| Impact of dilutive instruments of subsidiaries, associates and joint ventures | ||
| Diluted earnings attributable to shareholders | (267) | 303 |
| Headline adjustments from discontinuing operations | ||
| Adjusted for: | 129 | (437) |
| – Impairment of goodwill, PPE and other intangible assets | 137 | 125 |
| – Loss on sale of assets | — | 6 |
| – Net (gains)/loss on disposals of investments | (8) | (568) |
| (138) | (134) | |
| Total tax effects of adjustments | — | — |
| Total adjustment for non-controlling interests | — | 6 |
| Headline earnings from discontinuing operations1 | (138) | (128) |
| Adjusted for: | ||
| – Remeasurement of cash-settled share-based incentive expenses | (4) | (41) |
| – Amortisation of other intangible assets | — | 15 |
| – Fair value adjustments and currency translation differences | 20 | (60) |
| – Transaction-related costs | 10 | — |
| Core headline earnings from discontinuing operations1 | (112) | (214) |
1 Refer to the glossary for an explanation of the group's alternative performance measures.
| 31 March | ||
| 2024 US$‘m |
2023 US$‘m |
|
|---|---|---|
| Cash generated from operations | 134 | (349) |
| Transaction-related costs | 18 | 30 |
| Capital expenditure | (56) | (252) |
| Capital finance leases repaid, gross | (69) | (65) |
| Investment income received | 759 | 572 |
| Taxation paid | (107) | (107) |
| Taxation credits | (54) | — |
| Merchant cash (receivable)/payables | (203) | (218) |
| Credit included in financing activities | — | 7 |
| Free cash flow1 | 422 | (382) |
1 Refer to the glossary for an explanation of the group's alternative performance measures.
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.
A pro forma opinion on the alternative performance measures is provided by the group’s auditor.
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 contracts over the course of the next 12 months. It refers to ongoing revenue from a product line in the Edtech segment. | It provides a high level view of ongoing revenue and enables the group to estimate future revenue growth potential. | ||
| Adjusted EBITDA | Adjusted EBITDA represents operating profit/loss, as adjusted to exclude: (i) depreciation; (ii) amortisation; (iii) retention option expenses linked to business combinations; (iv) other losses/gains – net, which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments of financial instruments, impairment losses, compensation received from third parties for property, plant and equipment impaired, lost or stolen, and gains or losses on settlement of liabilities; (v) transactions that IFRS treats as cash-settled share-based compensation expense which are with fellow shareholders and are related to put and call options granted and linked to the ongoing employment of those shareholders as part of the group’s investments in companies; and (vi) subsequent fair value remeasurement of cash-settled share-based compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise on shareholder transactions (but not excluding share-based payment expenses for which the group has a cash cost on settlement with participants). | The group utilises this as an additional measure to analyse operational activity and profitability of the group‘s businesses. | ||
| Central cash | Cash held by group corporate companies at a head office level. | It is considered a measure to understand how much cash is available at a central level to be utilised for investment, operational, distribution or debt repayments purposes. | ||
| Core headline earnings | Core headline earnings represent headline earnings, excluding certain non-operating items. Specifically, headline earnings are adjusted for the following items to derive core headline earnings: (i) equity-settled share-based payment expenses on transactions where there is no cash cost to the group. These include those relating to share-based incentive awards settled by issuing treasury shares as well as certain share-based payment expenses that are deemed to arise on shareholder transactions; (ii) subsequent fair value remeasurement of cash-settled share-based incentive expenses; (iii) cash-settled share-based compensation expenses deemed to arise from shareholder transactions by virtue of employment; (iv) deferred taxation income recognised on the first-time recognition of deferred tax assets as this generally relates to multiple prior periods and distorts current-period performance; (v) fair value adjustments on financial instruments and unrealised currency translation differences, as these items obscure the group‘s underlying operating performance; (vi) once-off gains and losses (including acquisition-related costs) resulting from acquisitions and disposals of businesses as these items relate to changes in the group‘s composition and are not reflective of the group‘s underlying operating performance; 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. | We reflect core headline earnings as the group‘s indicator of its post-tax operating performance, which adjusts for non-operating items. | ||
| Economic interest | Investments in associated companies and joint ventures have been accounted for under the equity method for all periods, unless otherwise indicated. Economic interest is the proportionate consolidation of associate companies and joint ventures. Proportionate consolidation is a method of accounting whereby our share of each of the income and expenses of associate companies and joint ventures is combined line by line with similar items in our operating segments. Under the economic-interest view, references to ‘revenue from the group‘ or ‘trading profit from the group‘, as applicable, therefore include our share of revenue or trading profit from investments in associate companies and joint ventures. | It is considered a useful measure to analyse operational profitability and performance of the group‘s portfolio of assets as a whole, including both consolidated earnings plus the group‘s proportionate share of the associates and joint ventures revenue and trading profit. | ||
| Free cash flow | Free cash flow represents cash generated from operations adjusted for transaction-related costs, specific working capital adjustments that are not directly related to our operational activities, plus dividends received, minus: (i) capital leases repaid (gross); and (ii) cash taxation paid, excluding tax paid of a capital nature. Free cash flow reflects an additional way of viewing our liquidity that the board believes is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt (including interest thereon) or to fund our strategic initiatives, including acquisitions, if any. | Free cash flow reflects an important way of viewing our cash generation that the board believes is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt (including interest thereon) or to fund our strategic initiatives, including acquisitions, if any. | ||
| Gross merchandise value (GMV) | A measure of the growth of a business determined by the total value of merchandise sold over a given period through a consumer-to-consumer (C2C) or business-to-consumer (B2C) platform. | It is considered a measure to analyse operational size and performance of a business in our food delivery, etail and other businesses. | ||
| Growth in local currency, excluding acquisitions and disposals. Also referred to as organic growth |
We apply certain adjustments to the segmental revenue and trading profit reported in the financial statements to present the growth in such metrics in local currency and excluding the effects of changes in our composition. Such underlying adjustments provide a view of our underlying financial performance that management believes is more comparable between periods by removing the impact of changes in foreign exchange rates and changes in our composition on our results. Such adjustments are referred to herein as ‘growth in local currency, excluding acquisitions and disposals‘. We apply the following methodology in calculating growth in local currency, excluding acquisitions and disposals:
Adjustments made for changes in our composition relate to acquisitions, mergers and disposals of subsidiaries and equity-accounted investments, as well as to changes in our shareholding in our equity-accounted investments. For acquisitions, adjustments are made to remove the revenue and trading profit/(loss) of the acquired entity from the current reporting period and, in subsequent reporting periods, to ensure that the current reporting period and the comparative reporting period contain revenue and trading profit/(loss) information relating to the same number of months. For mergers, adjustments are made to include a portion of the prior period‘s revenue and trading profit/(loss) of the entity acquired as a result of a merger. For disposals, adjustments are made to remove the revenue and trading profit/(loss) of the disposed entity from the previous reporting period to the extent that there is no comparable revenue or trading profit/(loss) information in the current period and, in subsequent reporting periods, to ensure that the previous reporting period does not contain revenue and trading profit/(loss) information relating to the disposed business. |
The growth in local currency, excluding acquisitions and disposals, provides a view of our underlying financial performance that management believes is more comparable between periods by removing the impact of changes in foreign exchange rates and changes in our group‘s composition, on our results. | ||
| Headline earnings | Headline earnings represent net profit for the year attributable to the group‘s equity holders, excluding certain defined separately identifiable remeasurements relating to, among others, impairments of tangible assets, intangible assets (including goodwill) and equity-accounted investments, gains and losses on acquisitions and disposals of investments as well as assets, dilution gains and losses on equity-accounted investments, remeasurement gains and losses on disposal groups classified as held for sale and remeasurements included in equity-accounted earnings, net of related taxes (both current and deferred) and the related non-controlling interests. These remeasurements are determined in accordance with Circular 1/2023, headline earnings, as issued by the South African Institute of Chartered Accountants, at the request of the JSE Limited in relation to the calculation of headline earnings and disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the calculation of basic earnings per share in accordance with the requirements of IAS 33 Earnings per Share, under the JSE Listings Requirements. | This is a JSE listing requirement for Naspers and is included for consistency between Naspers and Prosus. | ||
| HEPS | Headline earnings, as per above, on a per share basis. | This is a JSE listing requirement for Naspers and is included for consistency between Naspers and Prosus. | ||
| Take rate | A take rate refers to the fees online marketplaces or third-party service providers collect for enabling third-party transactions. Put simply, a take rate is how much money a business makes from a transaction. | It is considered a key revenue driver to analyse the performance of revenue collection within the group‘s online platforms. | ||
| Total payments in value (TPV) | A measure of payments, net of payment reversals, successfully completed through a payments platform (PayU), excluding transactions processed through gateway products (ie those that link a merchant‘s website to its processing network and enable merchants to accept credit or debit card online payments). | It is considered a useful measure to analyse operational activity in our payments service providers. | ||
| Trading profit/loss | Trading profit/loss represents operating profit/loss, as adjusted to exclude: (i) amortisation of intangible assets recognised in business combinations and acquisitions, as these expenses are not considered operational in nature; (ii) retention option expenses linked to business combinations; (iii) other losses/gains – net, which includes dividends received from investments, profits and losses on sale of assets, fair value adjustments of financial instruments, impairment losses, compensation received from third parties for property, plant and equipment impaired, lost or stolen, and gains or losses on settlement of liabilities; (iv) transactions that IFRS treats as cash-settled share-based compensation expense which are with fellow shareholders and are related to put and call options granted and linked to the ongoing employment of those 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) is a non-IFRS measure that refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse operational profitability within the group by the group‘s CODM. | ||
| Trading profit/loss margin | Trading profit/loss divided by revenue. | It is considered a useful measure to analyse operational profitability. | ||
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
GlobalBuyDIRECTSM plan for Prosus N.V.
For additional information, please visit
Bank of New York Mellon’s website
at www.globalbuydirect.com or call
Shareholder Relations at
1-888-BNY-ADRS or 1-800-345-1612 or write to:
Bank of New York Mellon
Shareholder Relations Department – GlobalBuyDIRECTSM
Church Street Station
PO Box 11258
New York
NY 10286-1258
USA
Attorneys
Allen & Overy Shearman Sterling LLP
Apollolaan 15
1077 AB Amsterdam
The Netherlands
Investor relations
Eoin Ryan
InvestorRelations@prosus.com
Tel: +1 347 210 4305
This report contains forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995 concerning our financial condition, results of operations and businesses. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control and all of which are based on our current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as ‘believes’, ‘expects’, ‘may’, ‘will’, ‘could’, ‘should’, ‘intends’, ‘estimates’, ‘plans’, ‘assumes’ or ‘anticipates’, or associated negative, or other variations or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These forward-looking statements and other statements contained in this report on matters that are not historical facts involve predictions.
No assurance can be given that such future results will be achieved. Actual events or results may differ materially as a result of risks and uncertainties implied in such forward-looking statements.
A number of factors could affect our future operations and could cause those results to differ materially from those expressed in the forward-looking statements, including (without limitation): (a) changes to IFRS and associated interpretations, applications and practices as they apply to past, present and future periods; (b) ongoing and future acquisitions, changes to domestic and international business and market conditions such as exchange rate and interest rate movements; (c) changes in domestic and international regulatory and legislative environments; (d) changes to domestic and international operational, social, economic and political conditions; (e) labour disruptions and industrial action; and (f) the effects of both current and future litigation. The forward-looking statements contained in this report apply only as of the date of the report. We are not under any obligation to (and expressly disclaim any such obligation to) revise or update any forward-looking statements to reflect events or circumstances after the date of the report or to reflect the occurrence of unanticipated events. We cannot give any assurance that forward-looking statements will prove correct and investors are cautioned not to place undue reliance on any forward-looking statements.