Naspers — Evidence records

attributedNaspers Limited is the South African public company registered as 1925/001431/06 on 18 July 1925. Its corporate history begins with the publishing business established in 1915. The listed parent has its primary listing on the Johannesburg Stock Exchange; its controlled international investment company, Prosus N.V., has a separate primary listing on Euronext Amsterdam.

qualification

The business’s 1915 origin is distinct from the legal entity’s 1925 incorporation. A different number in the old English translation of a memorandum filed with the SEC is not adopted as the current registration number. Naspers Limited, Prosus N.V., Media24 Holdings and Media24 Proprietary Limited are distinct legal entities.

attributedNaspers has unequal voting classes: each A ordinary share carries 1,000 votes, while each N ordinary share carries one. An A share’s distribution entitlement is one-fifth of an N share’s. This separates voting power from economic participation. The memorandum protects the A holders’ voting majority; the 2026 AGM announcement states that no single A shareholder can control more than 34% of Naspers.

qualification

That 34% statement concerns Naspers voting control, not a limit of 34% of the A class. Historical authorised and issued share counts in earlier memoranda must not be treated as the September 2026 capital structure. A five-for-one subdivision took effect on 6 October 2025 without changing shareholder rights.

attributedThe company’s share table records removal of the Naspers–Prosus crossholding in September 2023. Before the transaction, Prosus held Naspers shares; the later table shows that position removed. At 11 September 2026 the table gives approximately 765.093 million issued N shares, 19.346 million treasury N shares and 745.747 million net N shares, alongside approximately 4.806 million A shares. ^{6 9}

qualification

The table is explicitly expressed in thousands. Its total of approximately 750.553 million combines net N shares and A shares, not voting rights or equivalent economic interests. Old descriptions of Prosus owning roughly half of Naspers are historical, not a continuing circular holding after September 2023.

attributedThe August 2026 AGM illustrates the difference between N-share sentiment and combined voting control. N holders voted 69.87% against the remuneration policy and 66.40% against its implementation report. Both nevertheless passed, with combined support of 91.77% and 92.18% after the A votes. Rachel Jafta’s re-election had 50.12% opposition among N votes but passed with 94.17% combined support. ^{10 5 11}

qualification

These are the separate class and combined voting results disclosed by the company. They are not a claim that the resolutions failed or that most economic ownership necessarily supported them. The 1,000 votes per A share explain why simple share-count comparisons are misleading.

response

The company says no A shareholder controls more than 34% of Naspers. It acknowledges that the holding-company discount had not narrowed as shareholders wanted and says the discount-linked portion of CEO and CFO short-term incentives paid zero for FY26.

outcome

The AGM approved all resolutions. The Prosus dividend was to be passed through to Naspers shareholders, with the exact per-share amount to be announced on 1 December 2026 after further buybacks; it was not yet fixed at the archive cutoff.

attributedDated SEC filings identify intermediate holding companies rather than one undifferentiated PayU or MIH business. The Remitly disclosure for the 31 December 2021 reporting event, filed in 2022, places PayU Fintech Investments B.V. below MIH Fintech Holdings B.V., MIH e-Commerce Holdings B.V., MIH Internet Holdings B.V. and Prosus, with Naspers above Prosus. The February 2023 Trip.com filing instead places MIH Internet SEA Private Limited below MIH B2C Holdings B.V., then MIH e-Commerce and MIH Internet Holdings. At that date Naspers reported 75.56% voting and 42.94% economic interests in Prosus. ^{12 13}

qualification

PayU Fintech Investments B.V. is a specified Dutch holding vehicle, not a substitute name for every PayU operating company. The 100% links below Prosus do not make Naspers a 100% direct owner of every downstream entity. Nasbel and Keerom expressly disclaimed beneficial ownership of the Remitly shares in that filing.

attributedThe 2014 accounts show how the listed parent financed its subsidiaries. Company-level loans included R17.640 billion to the MIH Holdings group, R120 million to the Media24 Holdings group, R273 million to Naspers Properties and R17 million to Intelprop. They had no fixed repayment terms and were generally interest-free, apart from a R180 million portion of the property-company loan priced at prime plus one percentage point. ^{14 15}

qualification

This is a March 2014 financing snapshot, not the present balance sheet. The note regarded interest-free loans as a long-term source of subsidiary capital; that accounting treatment does not turn each loan into a new equity percentage. Separate historical bond and credit-facility disclosures identify the borrower and Naspers’ guarantee, while contemporary bonds are issued by Prosus.

attributedThe retained GLEIF record identifies Prosus N.V. in the Netherlands with registration number 34099856 and LEI 635400Z5LQ5F9OLVT688. Its entity status is ACTIVE, while its LEI registration is ISSUED in the September 2026 data. The same search response also contains similarly named Swedish and Norwegian companies, which are separate records. ¹⁶

qualification

A registry identity and an issued LEI do not certify solvency, conduct or ultimate ownership. The native registry-provider lead and generated search pointer are not used as independent corroboration of the retained GLEIF entry.

attributedFor the year ended 31 March 2026, Naspers reported US$10.8 billion of consolidated revenue, up 51% in reported dollars and 12% in local currency excluding acquisitions and disposals. The IFRS operating result was a US$217 million loss, against a US$124 million profit a year earlier. US$482 million of impairments principally concerned Stack Overflow and GoodHabitz, whose performance had been disrupted by generative AI. Acquisition-related amortisation also affected the operating result.

qualification

Adjusted measures describe a different result: consolidated adjusted EBIT was US$583 million, while the regional ecosystems’ adjusted EBIT was US$923 million. Neither is the IFRS operating result. Corporate costs were reorganised into the Corporate segment from April 2025. The external auditor did not audit the forecasts in this summary.

response

Management attributes underlying growth principally to iFood and OLX, with the larger reported-dollar increase also reflecting the acquisitions of Just Eat Takeaway.com and Despegar. It presents AI both as an investment opportunity and as a source of disruption to existing assets.

outcome

Net interest changed from US$344 million of income to US$23 million of expense. Continuing-operations earnings fell to US$11.6 billion, principally because the gain on Tencent share disposals was lower; this is separate from the operating loss.

attributedAt 31 March 2026 the group reported US$12.7 billion of cash and short-term investments and US$17.9 billion of debt including capitalised leases. The central corporate figures were US$9.5 billion of cash and US$16.0 billion of interest-bearing debt excluding those leases, plus an undrawn US$2.7 billion revolving facility. Free cash inflow was US$1.5 billion, including US$1.2 billion of Tencent dividends. Excluding that dividend, free cash flow was US$253 million, improving from a US$33 million outflow. ^{2 17 21}

qualification

Central and consolidated balances have different scopes and must not be mixed. A further US$1.4 billion Tencent dividend received in June 2026 was subsequent to the March year-end. Tencent’s 22.66% retained interest was a dated group position through Prosus, not a new direct Naspers purchase.

response

Management identifies the Tencent stake as a material concentration and says it is building the regional commerce portfolio to reduce dependence on a single asset or market. Its commitment to investment-grade ratings is a company position, not a new independent rating assessment.

outcome

Sales reducing the Tencent position by 0.9 percentage points generated a US$4.7 billion gain during FY26, below US$6.0 billion in FY25. The retained bond schedule also lists July 2026 US-dollar issues of US$650 million due 2033 and US$1 billion due 2036, with coupons of 5.528% and 5.873%. The separate euro schedule spans 2028–2035. The recommended Prosus distribution of 28 euro cents per N share remained subject to shareholder approval in the cited notice.

attributedThe FY26 report records US$8.0 billion deployed in acquisitions, including Despegar in May 2025 for US$1.8 billion, Just Eat Takeaway.com in October for approximately €4.2 billion including additional settlement arrangements, and La Centrale in November for €1.1 billion. Non-core disposals realised US$2 billion, including exits from Udemy and Remitly and a reduction of the Meituan position. The sale of PayU’s European Global Payment Organisation operations closed in November 2025. ¹⁷

qualification

A previously announced €4.1 billion JET offer and the later €4.2 billion closing consideration are differently defined figures. The PayU transaction does not mean all PayU businesses or India operations were sold. Old portfolio pages and SEC ownership schedules remain historical after documented disposals.

outcome

Naspers financed its own continuing buybacks by selling Prosus shares. The report’s cumulative buyback figures run from the programme’s start through March 2026; they are not one-year purchases. The last OLX Autos operation was sold in August 2025.

attributedThe FY26 businesses had different profit profiles. iFood reported US$400 million adjusted EBITDA and US$358 million adjusted EBIT; OLX reported US$992 million revenue and US$427 million adjusted EBIT. Takealot Group reported US$1 billion revenue and its first full-year adjusted EBIT profit, US$11 million, comprising US$7 million at Takealot.com and US$4 million at Mr D. PayU India reported US$781 million revenue and US$18 million adjusted EBITDA but still a US$10 million adjusted EBIT loss.

qualification

Gross merchandise value is not revenue: Takealot’s US$2 billion GMV must not be substituted for its US$1 billion revenue. Positive PayU adjusted EBITDA does not erase its adjusted EBIT loss. Company-reported scale, user counts and AI benefits are attributed business descriptions, not independently measured outcomes.

response

The group describes a broader operating model combining payments, delivery, advertising and travel. Its Indian portfolio included a 16.24% ixigo interest and a 23.52% Rapido interest, while Meesho completed an IPO in December 2025. It reports all three India payment-aggregator licences: online, offline and cross-border.

outcome

For FY27 iFood anticipated substantially lower adjusted EBITDA while investing against competition. JET’s total order volumes still declined 7% despite growth in some pilot cities; management’s expected turnaround is a forecast, not an achieved result.

attributedNaspers’ interim financial statements for the six months ended 30 September 2024 confirm that the group sold its interest in Superbalist during that period. The report identifies the online apparel and footwear retailer among subsidiary disposals. The retail site’s later legal terms name its operator as Fashion United SA (Pty) Ltd, trading as Superbalist.com, South African registration 2017/007569/07. ^{26 27}

qualification

The report establishes the disposal period, not an exact completion day. Older group privacy, recruitment and security-contact lists may describe a former portfolio relationship and cannot by themselves establish continuing ownership.

outcome

Superbalist is retained as a historical portfolio business. Its later appearance beside Takealot or Mr D in a shared notice does not reverse the disclosed disposal.

attributedAt 31 March 2026 Prosus held a non-controlling 26.62% interest in Delivery Hero. Its FY26 report describes April and May announcements to sell approximately 9.5% of the issued capital to Uber and Aspex Management for combined proceeds of approximately €605 million. Reducing the stake was a commitment associated with European Commission approval of the JET acquisition. ^{17 28 29}

qualification

Losing significant influence and ending equity accounting in August 2025 did not mean the shares had all been sold. The April report’s 4.5% Uber transaction and expected 21.8% remaining stake are one stage of the sequence, not the position after both announced sales. Announcement is not by itself completion of every transfer.

outcome

The company reports that on 29 May 2026 the Commission extended the original disposal period to allow clarity on possible tender offers and Delivery Hero’s shareholder structure; the new deadline was confidential.

attributedThe Amsterdam Enterprise Chamber granted MIH Bidco Holdings’ squeeze-out claim concerning Just Eat Takeaway.com on 30 June 2026. The court found that the bidder held about 98% of the relevant capital when it sued, exceeding the statutory 95% capital and voting threshold. The offer acceptance calculation also exceeded the separate 90% threshold supporting the offer price as fair. ³⁰

qualification

Deutsche Bank Trust Company Americas and the CREST entities had depositary or nominee capacities in the securities structure. Their appearance as defendants does not make them strategic owners of the business or wrongdoers. This was a statutory acquisition procedure, not a fraud judgment.

outcome

The court fixed €20.30 per share at the 21 October 2025 reference date, with statutory interest until payment or consignment and adjustments for distributions, and ordered transfer against payment. The offer’s ADS equivalent was one-fifth of the share price, denominated in US dollars.

attributedNasbel and Keerom are investment-holding vehicles central to the high-vote A-share structure. Historical filings and competition records describe their voting pool and a combined majority of Naspers votes. Heemstede, wholly owned by Naspers, held 49% of Nasbel. The 2023 Companies Tribunal record describes Keerom’s limited activities as administering shareholders, preparing accounts and voting its Naspers and Prosus shares; it had no employees.

qualification

The precise historical vote percentages vary with the date and share denominator. A shared address or a minority stake does not establish an additional controlling owner. The Companies Tribunal granted Keerom a five-year social-and-ethics-committee exemption on 2 May 2023 after considering its narrow activities. That is an authorised exemption, not a finding of misconduct or a group-wide exemption.

response

In the 2017 merger dispute, the Competition Commission’s analysis treated Nasbel and Keerom as the controlling pool and did not regard Wheatfields’ minority holdings as conferring control. Caxton disputed that analysis, citing Wheatfields, the Heemstede loop and related interests.

attributedThe company’s 2014 and 2024 remuneration disclosures both identify Koos Bekker and Cobus Stofberg as holding an indirect 25% interest each in Wheatfields 221 Proprietary Limited. At March 2024, Wheatfields controlled 168,605 Nasbel ordinary shares, 16,860,500 Keerom ordinary shares, 179,988 Naspers A shares and 1,207,198 Prosus A1 shares. The older 2014 Naspers A holding was 133,350 shares. ^{34 35 36}

qualification

These are dated indirect holdings and share counts, before the October 2025 Naspers subdivision. The disclosed 25% interests support the historical economic connection but do not by themselves determine who controlled every Naspers vote. Caxton’s asserted Sanlam–Sholto–Goedgedacht chain is retained as its attributed account, distinct from the company’s own indirect-interest disclosure. A later retirement does not establish disposal of a person’s investments.

attributedThe 2006 account of Wheatfields describes Sanlam placing its high-vote Naspers holdings into the vehicle, then selling half the vehicle to entities acting for Bekker and Stofberg. The stated consideration was R67.5 million for each of their interests, with the two assuming equal financial risk. The resulting structure retained a Sanlam economic interest while protecting the high-vote shares from a hostile bidder. ^{37 38}

qualification

The 2006 statement’s description of control and voting rights is a dated company account. Later Commission analysis and Caxton’s competing interpretation should not be silently replaced by it. Payments made in an acquisition are historical transactions, not continuing executive mandates.

response

Bekker said the arrangement was intended to preserve Naspers’ independence and ability to operate internationally. The reported hostile PSG-led proposal illustrated the disparity between a tiny economic percentage and a much larger voting interest.

attributedNasbel’s own Companies Tribunal decision dated 26 October 2015 describes an investment holding company that held shares for its shareholders rather than trading in them. It recorded no employees or third-party obligations and turnover below R1 million in each of 2014 and 2015. Its shareholder count nevertheless triggered the public-interest threshold for a social and ethics committee. ³⁹

qualification

The Tribunal did not regard the company as truly dormant. It held that requiring this committee would not serve the regulatory purpose given the limited operations, and granted a five-year exemption. This historical, entity-specific order neither proves a present exemption nor covers Naspers or all its operating subsidiaries.

attributedCaxton repeatedly sought to examine the ultimate control of Naspers during printing-sector merger proceedings. The August 2014 intervention order permitted scrutiny of the A-share holders and their printing and publishing interests, access to relevant material and the calling and questioning of witnesses. Later reporting describes Caxton’s argument that Bekker, Stofberg and Sanlam exercised ultimate control through linked vehicles.

qualification

Permission to investigate or intervene is not a ruling accepting Caxton’s ultimate-control theory. The 2014 transaction was subsequently abandoned. In the later Novus proceeding, the Tribunal denied intervention on the remaining control issue because divestiture conditions removed it from the merger’s consideration.

response

Naspers’ companies argued that reducing Media24’s interest and ending control of Novus made a wider enquiry unnecessary; they offered to reduce the stake further if 19% still conferred control. The Commission’s interpretation differed from Caxton’s on the significance of Wheatfields.

outcome

The 2017 Tribunal decision approved the transaction subject to conditions that reduced Media24 to no more than 19% and addressed contractual and information-sharing concerns. It did not resolve every general allegation about Naspers’ ultimate control.

attributedThe printing history involves successive transactions. Media24 obtained joint control of Paarl Media Holdings and Paarl Coldset in 2000. An attempted sole-control transaction was abandoned in 2014; subsequent management arrangements around the 2015 listing led to a further merger notification after an appeal. Paarl Media Group was renamed Novus Holdings in 2015: it was the holding company of the two printing businesses, not their subsidiary. ^{40 45 44}

qualification

The primary 2017 decision records Media24 holding 66.5% at the hearing and approving a divestment to no more than 19%. A different percentage in contemporaneous reporting does not replace this hearing-specific figure. Earlier proposals, control already implemented and the later divestment must not be collapsed into one timeless ownership link.

response

Media24 argued that a residual investment justified a non-operational board nominee and that existing printing arrangements did not amount to foreclosure. The Tribunal noted no evidence of foreclosure to that date and accepted the conditions as addressing the competition concerns.

outcome

The conditions terminated the restated management agreement, made printing contracts terminable on six months’ notice, barred Naspers from appointing Novus board or executive-committee members and limited Media24’s nomination right to a person outside its operational publishing management. The Tribunal found de jure control would end and continued de facto control highly unlikely.

attributedBefore the August 2026 meetings, investors and proxy advisers objected to unequal voting rights, director independence or workload, and the potential size of executive incentives. Storebrand raised proportionality concerns about the CEO’s US$100 million notional moonshot award and other long-term incentives, while explicitly acknowledging that the moonshot had not triggered. ISS questioned Jafta and Sorour’s ties to Naspers and Girotra’s board workload; Glass Lewis criticised Prosus’ pay structure and response to dissent.

qualification

These are attributed governance criticisms, not regulatory findings or proof of a US$100 million payment. Prosus and Naspers have separate voting results. Advisers to investors are not thereby advisers engaged by the company, and asset-manager voting disclosures do not identify a personal beneficial owner of all managed shares.

response

Naspers says its remuneration chair engages investors regularly and that it remains open to dialogue. Its policy makes the moonshot conditional on doubling the combined dollar market value, maintaining that value for a further period and beating median peer shareholder returns. Malus and clawback provisions also apply.

outcome

The 2026 Naspers resolutions passed despite substantial N-class opposition. The company said the discount-linked component of short-term incentives paid zero, while the moonshot remained conditional. These distinctions are retained beside the criticism.

attributedThe published Prosus audit charter allocates approval of related-party transactions between US$5 million and US$50 million to the audit committee and larger amounts to the board, with a stated exception for wholly owned Naspers subsidiaries. Smaller transactions are brought to the committee’s attention. The chair of the board cannot be an audit-committee member, and the charter restricts recent executives from chairing it.

qualification

Those rules have the scope of the cited charter; they are not evidence that a particular transaction was approved. A dated SEC statement about no specified convictions or securities-law orders, and the board’s statement that director-integrity checks were completed, are company declarations with defined coverage—not comprehensive independent clearance.

response

The remuneration policy requires engagement and a response to legitimate concerns if opposition reaches 25% of votes exercised. The FY2024 remuneration disclosure also says the group had no personal loans, advances or guarantees to directors at that reporting date.

attributedThe management sequence is dated. Bob van Dijk stepped down as CEO and director of Naspers and Prosus on 18 September 2023, with a transition advisory arrangement through September 2024. Ervin Tu served as interim CEO. The May 2024 appointment announcement specified that Fabricio Bloisi would become CEO of both companies on 1 July 2024. Nico Marais acted as CFO from December 2024 after Basil Sgourdos’ retirement and became permanent CFO on 29 April 2025.

qualification

Joining a group, being its CFO and becoming a statutory director are different events. Marais’ Naspers directorship was effective with his permanent appointment; the announcement anticipated a separate Prosus appointment after shareholder approval. Aggregator dates that differ by a day or incorrectly place all appointments in December 2024 are not adopted.

response

The board praised Bloisi’s operating experience and discipline. Jefferies analysts preferred a capital allocator and questioned whether an owner-operator’s skills fitted the holding-company role; UBS saw potential in the Bloisi–Tu combination. These were attributed appointment-time assessments, not findings of misconduct.

attributedThe board’s later changes matter when reading older profiles. Cobus Stofberg retired on 19 August 2025; Steve Pacak died on 20 April 2026; Roberto Oliveira de Lima’s retirement took effect on 1 July 2026. Arnold Goldberg joined on 19 May and Pedro Arnt on 10 August 2026. Phuthi Mahanyele-Dabengwa became a Naspers executive director on 1 April 2025 while holding the South Africa CEO role, which is distinct from Bloisi’s group CEO office.

qualification

Old biographies and directories remain in the archive after departures. They do not prove a continuing mandate. Bekker’s announced plan to leave the chair during the financial year ending March 2028 is a future transition, not a completed retirement at the September 2026 cutoff.

outcome

From 14 September 2026, the audit committee comprised interim chair Shar Dubey, Angelien Kemna, Manisha Girotra and Pedro Arnt. The risk committee comprised interim chair Kemna, Rachel Jafta, Arnold Goldberg, Fabricio Bloisi and Nico Marais. This later roster takes precedence over earlier committee descriptions.

attributedShar Dubey’s technology and consumer-platform background connects her Naspers and Prosus directorships with Match Group and Fortive. Fortive’s January 2025 announcement says she had been its director since 2020 and was appointed chair on 29 January 2025. It describes her Match Group CEO tenure as 2020–2022 and her Match board membership from 2019, with earlier product and operating roles across Match and Tinder. ^{59 60 61}

qualification

A continuing Match board connection is not a continuing CEO mandate. The Fortive chair transition and Alan Spoon’s later planned retirement from the board are separate dates. Historical employer and outside-board connections explain experience; they do not make those businesses Naspers subsidiaries or participants in its disputes.

attributedSouth Africa’s online-platform inquiry examined the conflict between Takealot operating a marketplace and selling its own goods on that marketplace. The final 2023 findings addressed access to sellers’ commercially sensitive information, price-parity restrictions, promotions and the Buy Box that determines the default offer. Required measures included separating the retail and marketplace functions, restricting retail access to seller data and a programme supporting historically disadvantaged sellers.

qualification

These are market-inquiry findings and remedial measures, not a criminal conviction. A marketplace’s own retail operations and independent merchants are different actors. The archive’s 2022 provisional response should not be presented as a response first issued after the final 2023 decision.

response

At the provisional stage, Takealot disputed the evidential basis and characterisation of the findings. It argued that its operations faced competition from physical retailers and other online businesses; in food delivery it pointed to restaurants’ own delivery and takeaway services and the jobs created by the sector.

outcome

The final inquiry retained corrective measures. The retained material does not establish a complete later implementation or appeal history for every requirement.

attributedA September 2022 labour-department inspection at Takealot’s Kempton Park warehouse found occupational-safety and employment-law non-compliance. The department described unsafe ladders, flammable chemicals in a general storage area and deductions for protective footwear, issued three prohibition notices and allowed 60 days for specified corrections. It also reported directions concerning unemployment insurance, injury compensation and basic employment conditions. ⁶⁸

qualification

The department additionally reported arrests of undocumented foreign workers and two employers during the joint operation. That account does not establish that named Naspers executives were arrested or convicted. Warehouse conditions, contractor conduct and group-level responsibility must be distinguished.

response

The retained departmental notice does not include a substantive Takealot reply.

outcome

The notice establishes the inspection findings and enforcement steps at that date. A later adjudicated liability or final remediation outcome is not established in the retained evidence.

attributedReporting on Takealot Fulfilment Solutions described more than two weeks of emails mistakenly copied to an outsider, exposing delivery-driver and applicant information and internal documents. The material included identity and financial information. This dossier describes the incident without reproducing those personal records. ^{69 70}

qualification

The report’s discussion of enforcement against a different organisation under South Africa’s privacy law is not a fine imposed on Takealot. The group’s published privacy commitments are relevant standards, not proof that no breach occurred.

response

TFS executive Merlin Norman attributed the incident to human error, said an investigation was under way and described staff rebriefing and control measures intended to prevent repetition.

outcome

The retained reporting does not establish a subsequent regulatory fine or final enforcement outcome against Takealot for this incident.

attributedIn January 2025, reporting linked virtual accounts at eight Indian payment gateways to the Enforcement Directorate’s HPZ Token investigation. The roughly Rs500 crore frozen across the gateways was an aggregate figure; the report attributed about Rs130 crore to accounts at PayU. It described an alleged investment scheme and scrutiny of payment handling, rather than a judgment finding PayU itself guilty of operating the scheme. ^{71 72}

qualification

Funds held in payment accounts are not automatically the payment company’s own corporate assets. Allegations or proceedings concerning the scheme’s promoters are not convictions of PayU, Prosus or Naspers.

response

A PayU spokesperson told the newspaper the following day that the reports concerned events in 2022 and that PayU had fully cooperated with the Enforcement Directorate. Other gateways’ separate denials are not attributed to PayU.

outcome

The retained material establishes reporting of freezes and an investigation, together with PayU’s response; it does not establish a final adverse judgment against PayU in this matter.

attributedPayU’s regulatory and disposal history should be read alongside the HPZ reporting. A January 2023 instruction to reapply for an Indian payment-aggregator licence preceded a later final online approval. The FY26 company report says PayU had obtained online, offline and cross-border aggregator approvals. These permissions concern defined services and entities, not immunity from unrelated investigations. ^{17 73}

qualification

The sale of Global Payments Organisation activities did not mean the sale of PayU’s Indian business. The latest financial report records completion of the European GPO disposal in November 2025. Earlier transaction announcements describe a broader agreed business perimeter and must retain their own date and scope.

outcome

FY26 India revenue reached US$781 million and adjusted EBITDA was positive at US$18 million, while adjusted EBIT remained a US$10 million loss. The credit business improved to US$6 million adjusted EBITDA, retaining both the favorable trend and the remaining operating loss.

attributedIn June 2005, South Africa’s Supreme Court of Appeal dismissed the appeals of Media24 and an employee in a workplace sexual-harassment case. The trial court had imposed joint civil damages of R776,814. The appellate court upheld the employer’s liability for negligently failing to protect the employee from harassment in the workplace. ⁷⁴

qualification

This was civil employer liability. The appeal court did not need to decide the separate question of direct vicarious liability for the harasser’s own delict. The claimant’s identity and sensitive personal history are unnecessary to explain the corporate outcome and are withheld here.

response

The defence relied in part on a group harassment policy in place since 1997 and raised jurisdictional and liability arguments. A policy’s existence did not answer the proven failure to prevent the harm.

outcome

The appeals were dismissed with costs. The historical employer, Nasionale Tydskrifte, was then a wholly owned Media24 subsidiary; that does not establish a current ownership roster.

attributedMark Paulsmeier brought a defamation action against Media24, Naspers and journalists, claiming R30 billion jointly and severally, with a further R16.1 million claimed from defendants other than Naspers. The allegations and the amounts were demands in his pleadings, not damages awarded against the companies. ⁷⁵

qualification

The judgment dealt with exceptions to the pleaded case. It accepted a subsidiary relationship for purposes of the argument without deciding whether Media24 was Naspers’ direct or indirect subsidiary.

outcome

On 20 May 2022 the court largely upheld the defendants’ exceptions, set aside the particulars of claim and allowed one month to deliver amended particulars, with costs against the claimant. This favorable procedural outcome was not a final merits judgment resolving every possible amended claim.

attributedMedia24’s 2024 restructuring proposed reducing print operations, migrating titles to digital, selling On the Dot and community newspapers to Novus, and cutting up to 400 jobs. The company paused specified closures and retrenchments pending competition approval. Caxton and Capital Newspapers opposed the plan, arguing that distribution changes and lost print titles would harm competition and access to news.

qualification

The 2020 pandemic-related reductions were a separate episode. A plan to end a print edition is not necessarily the disappearance of the title’s digital journalism. The applicants’ predictions of lost access and higher distribution costs are preserved as arguments, not converted into established outcomes.

response

Media24 attributed its decision to declining print readership and advertising, said migration would occur independently of the asset sale, and described retaining journalists in digital operations. The Competition Appeal Court found that the evidence did not establish the broader composite merger alleged by the applicants.

outcome

The court dismissed the urgent application with costs on 24 December 2024. Later reporting said Caxton and Capital Newspapers sought Constitutional Court relief; the retained report does not establish the final result of that later effort.

attributedStichting Ukrainian Victims of War sued Prosus and three Dutch holding companies in 2022 over alleged military recruitment advertisements on Avito after Russia’s invasion of Ukraine. Its pleading sought orders aimed at stopping the advertisements and constraining a sale without protections. The ownership chain and allegations in that document are the claimant’s account, not independent findings by the court. ^{81 82 83}

qualification

The substantial monetary penalties proposed in the pleading were requested enforcement measures, not damages or fines awarded. The archive contains a redacted section for the defendants’ position, so it does not support reconstruction of a full defence from that section.

response

The pleading itself records Prosus’ March 2022 statements that it was addressing a small number of military advertisements and separating Avito from OLX, with no further investment or economic benefit and no direct day-to-day involvement. Those statements do not resolve the claimant’s disputed factual account.

outcome

The appeal notice identifies the Amsterdam interim judgment of 15 July 2022 and seeks reversal. Later Loyens & Loeff commentary reports that the claimant withdrew its appeal after Prosus sold Avito and exited Russia. The retained materials do not include the court termination order, so the withdrawal is attributed to that commentary; the old appeal filing is not evidence that the appeal remains ongoing.

attributedProsus announced its decision to exit Avito in May 2022. The October transaction announcement identified the selling holding companies and the Russian acquisition vehicles, Radio Reklama Vologda and Infrastructure Holding-2, associated with Kismet. The consideration was RUB151 billion; the announcement described a 99% effective interest in Avito Group and distinguished that group interest from the individual legal entities being transferred.

qualification

An agreement announced on 14 October was not itself proof of completion on that same day. The later primary FY23 financial statements confirm that the disposal completed in October 2022. A stray report using million instead of billion is not adopted.

response

Prosus described the sale as a responsible and structured exit under difficult conditions.

outcome

Prosus’ FY23 report records the completed disposal and US$2.4 billion proceeds. Avito is therefore a historical portfolio connection, not a continuing Naspers asset in this reconstruction.

attributedThe Avito buyer’s wider network became the subject of later sanctions. A December 2023 US announcement designated Ivan Tavrin, Kismet Capital Group, Kismet Consulting and specified Kismet investment vehicles. The UK’s June 2024 announcement also named Tavrin. Kismet Capital and Kismet Consulting are distinct companies and should not be merged merely because they share a controller. ^{88 89 90}

qualification

These designations post-date the completed October 2022 Avito sale. They do not establish that Naspers or Prosus was itself designated, or that the buyer was already subject to these particular designations when the transaction closed. A sanctions designation is not a criminal conviction. Personal tax identifiers are unnecessary to explain the public corporate connection and are withheld.

outcome

Official sanctions notices establish their stated designations and grounds at the relevant dates. Dates in later aggregator ownership histories are not independently treated as proof of the exact date of every subsequent share transfer.

attributedMail.ru, later VK, appears in older Naspers portfolio records. The primary FY23 Prosus statements distinguish losing significant influence during the year ended March 2022 from a November 2022 agreement to renounce all VK shares and shareholder rights without consideration. ^{91 87}

qualification

An accounting write-down or loss of significant influence does not by itself establish a legal share disposal. Here the later renunciation disclosure supplies the separate exit event. A journalistic comparison between Avito and VK’s Youla service does not establish common ownership after Avito’s sale.

outcome

The older VK holding is retained as historical, with the November 2022 renunciation disclosed beside it.

attributedHistorical reporting and former communications minister Yunus Carrim’s testimony alleged that MultiChoice used its commercial position and dealings with the SABC to influence digital-television encryption policy. Reporting on the Gupta emails also questioned payments connected with ANN7. These matters concern the period before MultiChoice’s 2019 unbundling from Naspers.

qualification

Carrim’s testimony, journalists’ allegations and the 2017 Pomerantz announcement are different kinds of evidence. A law firm announcing an investigation on behalf of shareholders is not a filed shareholder action or a court finding of securities fraud.

response

Naspers said it supported MultiChoice’s review of possible governance failures and took malpractice allegations seriously; it said it had not been informed of investor legal action. In response to Carrim, its spokesperson argued that his allegations did not assert illegal conduct by Naspers and said the company would not exercise its rights to give or test evidence at the inquiry. The Guptas and Jacob Zuma denied wrongdoing in the wider allegations reported by Reuters. The commission’s final report records MultiChoice’s denial of improper lobbying and its statement that it played no role in Carrim’s non-reappointment. It also records a company review acknowledging mistakes in ANN7 dealings and recommending stronger channel-ownership due diligence and escalation.

outcome

The final State Capture Commission report, Part V Volume 2, printed page 516, found no evidential basis for fraud or corruption in the MultiChoice lobbying concerned. That limited favorable conclusion must accompany the allegations; it is not a blanket clearance of every contract or a ruling in the separate competition proceedings.

attributedThe SABC–MultiChoice agreement also generated a competition-law dispute about whether it conferred sufficient influence to be a notifiable merger. The complainants were Caxton, the S.O.S Support Public Broadcasting Coalition and the Media Monitoring Project Benefit Trust. The 2018 Constitutional Court ruling confirmed the Commission’s investigative powers; it did not itself decide all disputed merger facts. ^{76 97 98}

qualification

The Commission’s November 2018 report and April 2021 supplement concluded that the agreement could influence the SABC’s strategic direction. MultiChoice disputed that the pleaded facts constituted a merger and sought dismissal by exception.

outcome

On 14 April 2025 the Tribunal dismissed that exception. It held that disputed factual and legal questions required oral evidence in their proper context. This allowed the main case to proceed; it was not yet a final merger-liability decision or a criminal finding.

attributedMultiChoice’s later Canal+ transaction concerns a business unbundled from Naspers in 2019. The February 2025 structure described MultiChoice (Pty) Ltd—the South African licensee, referred to as LicenceCo—as the entity to be carved out. It was not described as a newly discovered subsidiary with an independent incorporation merely because the label LicenceCo was used.

qualification

The proposed allocation distinguished a 49% economic interest and 20% voting rights for MultiChoice Group from a 27% economic interest for Phuthuma Nathi, with other empowerment consortia and an employee plan involved. Economic and voting percentages are different denominators. The consortia’s leaders are not automatically personal direct shareholders in LicenceCo.

response

The companies said the proposed structure addressed foreign-control and empowerment requirements, with services supplied under commercial agreements by other group entities.

outcome

Later 2025 reporting records conditional competition approval and commencement of reorganisation steps. Those reports must retain their proposal and implementation dates; approval alone is not proof that every step was already completed. None restores a current Naspers ownership link.

attributedA family trust linked to Koos Bekker sold 792,800 Naspers N shares and 1,556,807 Prosus shares over 17–19 December 2025, according to reporting based on company disclosures. The combined proceeds were reported at roughly R2.5 billion. ^{102 103}

qualification

These disposals are separate from the older high-vote Wheatfields structure. They do not show that Bekker left the chair or disposed of all of his interests, and an asset aggregator’s later valuation is a market snapshot rather than an independently verified personal net-worth figure.

response

The companies said the proceeds would fund building operations at hospitality properties in which the trust had an interest and that it retained 90% of its pre-disposal holdings in both companies.

attributedRappi and other market participants challenged iFood’s restaurant-exclusivity arrangements in Brazil. A March 2021 interim measure barred new exclusivity contracts while Cade examined the matter. In August 2022 the challengers alleged that formal or indirect incentives continued to hinder competition and sought a wider prohibition. ^{104 105}

qualification

The competitors’ cited 80% share concerned their asserted market definition; iFood disputed equating the app market with all food delivery. An interim measure and an allegation of non-compliance are not a final finding of every alleged practice.

response

Bloisi said iFood considered its conduct lawful, had renewed existing arrangements rather than adding new ones, and had reduced the exclusive-restaurant proportion from 11% to 8%. Other iFood executives cited multi-platform restaurant chains, logistics investment and orders placed directly through restaurants or messaging apps. They disputed informal exclusivity and said they supplied data to Cade weekly.

outcome

On 8 February 2023, Cade agreed a 54-month cessation commitment with iFood, monitored by a trustee. It barred exclusivity with brands of at least 30 restaurants and capped smaller-brand exclusivity nationally at 25% of platform GMV and locally at 8% of active restaurants in cities above 500,000 residents. It also restricted price-parity clauses and restraints on competing platforms. This negotiated settlement is the later outcome of the investigation, not a criminal conviction or a blanket clearance of the earlier allegations.

attributedThe South African online-platform inquiry also examined restaurant bargaining power and food-delivery charges. Its 2023 findings said independent restaurants paid higher commissions than chains and faced a poor trade-off between fees and service levels. It called for improved terms and transparency and for franchisees to be free to list on competing local delivery platforms. ^{66 67}

qualification

The inquiry included Mr D and Uber Eats as distinct operators. The fact that both appeared in an inquiry does not establish an ownership, partnership or collusion relationship between them.

response

Takealot’s earlier response emphasised competition from restaurants’ own delivery and takeaway channels and the economic opportunities created by the sector. The separate Uber Eats response in the final-report article is not a Mr D statement.

attributedThe retained reporting of South African party-funding disclosures records R1 million from Naspers to the Democratic Alliance during July–September 2021 and R1 million to the ANC on 19 November 2021. Both contributions are retained, rather than selecting only one party to imply an exclusive political alignment. ^{106 107}

qualification

Disclosed political contributions are not in themselves evidence of bribery, control of a party or editorial instructions to a newspaper. These dated reports do not purport to be a complete register of all later donations.

attributedNaspers’ publishing origins include a close historical relationship with the National Party and support for apartheid. A contemporary 1997 report preserved in the Justice Department’s Truth and Reconciliation Commission archive records 127 journalists submitting individual apologies. Their statement recognised the newspapers’ role in sustaining the system while acknowledging efforts at change; it was explicitly not a submission on behalf of Naspers. ^{4 108 109}

qualification

Historical corporate responsibility should be described with dated evidence. It does not justify attributing wrongdoing to present employees through family, ethnicity or unrelated professional associations. Weak opinion-based claims about private family relationships are excluded from the accepted network.

response

In an official statement on 16 June 2020, then CEO Bob van Dijk acknowledged Naspers’ indefensible apartheid role, described an added responsibility to help create a more equitable society and affirmed support for democratic ideals. This later acknowledgment belongs beside the historical record, without being treated as proof of every present practice.

attributedThe records include Prosus’ declared European public-policy engagement on tax and artificial intelligence, an accredited parliamentary representative and meetings involving other companies and advisers. The group also publishes tax-policy positions and submissions on OECD proposals. A US lobbying database reports US$60,000 in 2019 spending through subsidiaries rather than direct Naspers spending. ^{110 111 112}

qualification

Attendance at the same policy meeting is not proof that one participant retained another as a consultant or that they were corporate affiliates. Lobbying figures are tied to their reporting period; a 2019 expense is not a current annual budget. Declared advocacy is not itself evidence of unlawful influence.

attributedThe published governance framework allocates responsibilities across group and business management, internal audit and board committees. Retained policies cover competition, anti-bribery, anti-money-laundering, sanctions, privacy and cybersecurity. Privacy requirements include retention limits, incident-response plans, vendor controls and reporting; the money-laundering policy sets out customer identification, screening, transaction monitoring and periodic risk assessment.

qualification

A policy statement is evidence of the stated standard and allocation of responsibility, not a certification that each business complied in every incident. Prosus and Naspers policy documents have their own stated scope and approval dates. Outdated portfolio contact lists are not a substitute for an ownership register.

response

The company describes whistleblowing channels, responsible vulnerability disclosure and cooperation with external security researchers. These commitments are retained as the company’s account, alongside documented incidents and regulatory scrutiny.

attributedThe Naspers.com privacy policy describes browser collection through Google analytics cookies, research and analytics including AI, and disclosure to group companies, website-service providers and researchers. It permits international transfers, including to countries with less stringent data-protection laws, and describes website use as consent under the policy. ¹²²

qualification

This is the parent website’s stated policy, not a factual finding that every listed transfer occurred or a substitute for the separate policies of Takealot, Media24 and PayU. The retention provision sets a purpose-based limit, rather than a fixed number of days; it permits longer retention with consent or legal permission.

attributedThe competition disputes have identifiable outcomes. In Brazil, restaurant-exclusivity complaints against iFood were followed by a negotiated commitment with Cade on 8 February 2023. The 54-month arrangement restricted exclusivity, including a ban for brands with at least 30 restaurants and caps for smaller brands, and provided for a monitoring trustee. ^{104 105}

qualification

This was a negotiated cessation commitment, not a criminal conviction or a blanket clearance of every earlier allegation.

response

iFood had maintained that its conduct was lawful, disputed the competitors’ market definition and said it had reduced the proportion of exclusive restaurants.

attributedA different issue concerned January 2025 reporting about frozen funds in virtual accounts at eight Indian payment gateways, including PayU, during the HPZ Token investigation. That reporting described scrutiny of payment handling in an alleged investment scheme; it did not establish that PayU itself operated the scheme. ^{71 72}

qualification

The retained material establishes no final adverse judgment against PayU in this matter. Funds in payment accounts are not automatically the payment company’s own assets.

response

PayU said the reports concerned events in 2022 and that it had fully cooperated with the Enforcement Directorate.