Edgar Filing: NASPERS LTD

Page 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of November 2005

NASPERS LIMITED

(Translation of registrant's name into English)

Naspers Centre

40 Heerengracht

Cape Town

SOUTH AFRICA 8001

(Address of principal executive offices)

(Indicate by check mark whether the registrant

files or will file annual reports under cover of Form 20-F

or Form 40-F.)

Form 20-F x

Form 40-F

(Indicate by check mark whether the registrant by

furnishing the information contained in this form is also

thereby furnishing the information to the Commission

pursuant to Rule 12g3-2(b) under the Securities Exchange Act

of 1934.)

Yes

EXHIBIT

LIST

Exhibit

Description

Sequential

Page Number

• Naspers Limited: Restatement

of financial information as at

and for the year ended 31

March 2005 and as at and the

six months ended 30 September

2004 under International

Financial Reporting Standards

("IFRS") dated November 29,

2005

Naspers Limited

(Registration number 1925/001431/06)
ISIN: ZAE000015889 JSE share code: NPN

(“Naspers”)

TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

Restatement of financial information as at and for the year ended 31 March 2005
and as at and the six months ended 30 September 2004 under International

Financial Reporting Standards ("IFRS")

A. Introduction

For the year ended 31 March 2005 the Naspers Limited group ("Naspers" or "the

group") prepared its financial statements under South African Statements of
Generally Accepted Accounting Practice ("SA GAAP") as effective at that date.

In accordance with the JSE Limited ("JSE") Listings Requirements the group will

be required to prepare its annual consolidated financial statements in
accordance with IFRS for the year ending 31 March 2006.

This requirement applies to financial reporting for all JSE-listed companies

for financial reporting periods beginning on or after 1 January 2005 and,

consequently, Naspers's first published IFRS results are its interim results for
the six months ended 30 September 2005. The group's first published annual

financial statements under IFRS will be for the year ending 31 March 2006. As
the group publishes comparative information in its financial statements, the

date for transition to IFRS is 1 April 2004, which represents the start of the

earliest period of comparative information to be presented as required in terms
of the requirements of the Securities and Exchange Commission in the United

States of America.

In order to explain how Naspers's reported results of operations and financial

position are impacted by IFRS, the group has restated information previously
published under SA GAAP to the equivalent basis under IFRS. This restatement

follows the guidelines set out in IFRS 1, "First-time Adoption of International
Financial Reporting Standards" ("IFRS 1"). It is important to note that this

financial information has been prepared in accordance with IFRS statements that

are expected to be effective at 31 March 2006. These are subject to ongoing
review and possible amendment by interpretive guidance from the International

Accounting Standards Board ("IASB") and may therefore be subject to change. It
should further be noted that the ultimate presentation, and income statement

and balance sheet captions, in the annual financial statements for the year

ending 31 March 2006 could also change.

B. Basis of preparation

The group has prepared consolidated preliminary balance sheets at 30 September

2004 and 31 March 2005, a consolidated preliminary income statement for the six
months ended 30 September 2004 and a consolidated preliminary income statement

for the year ended 31 March 2005, in accordance with IFRS ("the preliminary
financial information") to establish the financial position and results of

operations of the group necessary to provide the comparative information

expected to be included in the group's first set of IFRS financial statements
for the year ending 31 March 2006 and its interim report for the period ended

30 September 2005.

The board of directors acknowledges its responsibility for the preparation of

the preliminary financial information, which has been prepared in accordance
with IFRS, and policies expected to be adopted when management prepares the

group's first set of IFRS annual financial statements for the year ending 31
March 2006. The board has approved the preliminary financial information.

C. Transitional arrangements

The date of transition to IFRS for the group is 1 April 2004 and, therefore, as

required by IFRS 1, the group's opening balance sheet at 1 April 2004 has been
restated to reflect all existing IFRS statements expected to be applicable at

31 March 2006. However, IFRS 1 allows for a number of exemptions and exceptions

from full retrospective application of IFRS.

The group has adopted the following exemptions in accordance with IFRS 1:

(a) Business combinations

The group has applied IFRS 3 "Business Combinations" ("IFRS 3") to all
business combinations that have occurred since 1 April 2004 (the date

of transition to IFRS). In addition, the group has elected to apply
IFRS 3 retrospectively to all business combinations that occurred

between 20 December 2002 and the date of transition to IFRS. The group

therefore applied the principles of IFRS 3 with effect from 20 December
2002. This retrospective application of IFRS 3 ensured that all the

significant business combination transactions entered into by the group
over the past three years have been treated in a consistent manner.

(b) Fair value as deemed cost

The group has elected to measure certain items of property, plant and equipment
at fair value and to use these fair values as the items' deemed costs as at 1

April 2004. These items relate mainly to land and buildings in the group's

private education segment.

in Foreign Exchange Rates" ("IAS 21") retrospectively for cumulative

translation differences of all foreign operations. The group therefore set the
previously accumulated cumulative translation differences to zero at 1 April

2004 and applied IAS 21 effective from this date.

(d) Exemption from restatement of comparatives for IAS 32 and IAS 39

The group has elected to apply the exemption that allows it to apply the
previous SA GAAP principles under AC 125 "Financial Instruments: Disclosure and

Presentation ("AC 125") and AC 133 "Financial Instruments:
Recognition and Measurement" ("AC 133") to derivatives, financial assets and

financial liabilities and to hedging relationships for its comparative

information relating to the financial year ended 31 March 2005. It therefore
only applied IAS 32 and IAS 39 with effect from 1 April 2005. It is the group's

opinion that there is no material difference between the application of IAS 32
and IAS 39 and the SA GAAP standards AC 125 and AC 133 as it applies to the

financial results of the group as at 1 April 2005.

(e) Share-based payment transactions

The group has applied the share-based payment exemption, therefore IFRS 2
"Share-based payments" ("IFRS 2") was only applied to equity instruments that

were granted after 7 November 2002 but that have not vested by 1 January 2005.

Naspers also did not apply IFRS 2 to liabilities arising from share-based
payment transactions that were settled before 1 January 2005. For instruments

vesting on or after 1 January 2005, the amortisation of the fair value charge
has been recorded as an expense in the income statements in the respective

periods and the cumulative effect of prior years in equity.

(f) Decommissioning liabilities included in property, plant and equipment

The group has elected in terms of IFRS 1 not to apply the requirements of IFRIC
1 "Changes in Existing Decommissioning, Restoration and Similar Liabilities"

("IFRIC 1") for changes in such liabilities that occurred before 1 April 2004.

The group has applied the following exceptions from retrospective application
in accordance with IFRS 1:

(a) Derecognition of financial assets and liabilities

Financial assets and liabilities derecognised before 1 April 2004 have not been

re-recognised under IFRS. The application of the exemption from restating
comparatives for IAS 32 "Financial Instruments: Disclosure and Presentation"

("IAS 32") and IAS 39 "Financial Instruments: Recognition and Measurement"
("IAS 39") means that the group recognised from 1 April 2005 any financial

assets and financial liabilities derecognised since 1 April 2004 that do not

meet the IAS 39 derecognition criteria. The group did not apply the IAS 39
derecognition criteria to an earlier date.

(b) Hedge accounting

On adoption of IFRS the group is not allowed to designate a transaction as a

hedge, if such transaction was not designated as a hedge and it qualified for
hedge accounting in terms of AC 133 under SA GAAP.

Estimates under IFRS at 1 April 2004 are consistent with the estimates made at

the same date under SA GAAP. Naspers therefore did not adjust any estimates it
had made under SA GAAP for information it received subsequent to the date of

transition to IFRS.

(d) Assets held for sale and discontinued operations

The group has applied IFRS 5 "Non-current Assets Held for Sale and Discontinued
Operations" ("IFRS 5") prospectively from 1 April 2005 to all non-current

assets held for sale or discontinued operations.

D. IFRS presentation differences

The adoption of IFRS by the group has led to a number of presentation changes

and adjustments, mainly to the presentation of the group's income statement.
The following represent the significant presentation adjustments that have been

made:

(1) Presentation of expenses

The group previously applied the provisions of AC 101 "Presentation of
Financial Statements" ("AC 101") under SA GAAP to present its expenditure items

on the face of its income statement. IAS 1 "Presentation of Financial

Statements" ("IAS 1") provides additional guidance relating to the presentation
of expenditure in its income statement. In applying this guidance certain

reclassifications were made between "cost of providing services and sale of
goods", "selling, general and administration expenses" and "other gains and

losses, net".

(2) Reallocation of depreciation, amortisation and impairment captions

Depreciation and amortisation expenses that were separately disclosed on the
face of the SA GAAP income statement have been reallocated to "cost of

providing services and sale of goods" and "selling, general and administration

expenses" on the face of the IFRS income statement. Impairments and adjustments
to goodwill and other intangible assets have been reallocated to the caption

"other gains and losses, net".

(3) Share of equity accounted results presented net of taxation

Under SA GAAP the group previously presented its share of equity accounted
results gross of its share of the associated companies' taxation charges, which

were included under "taxation" in the group's income statement. In terms of IAS
1, the group is required to present its share of equity accounted results

relating to associated companies after taxation and minority interests in the

associates. The group therefore reclassified these taxation expenses from

"taxation" to "share of equity accounted results" to reflect a post-taxation
result.

(4) Exceptional items

Under SA GAAP the group previously presented certain items that are of such

nature or incidence that their separate disclosure is relevant to explain the
group's performance and make comparisons of operating margins more

meaningful under a heading "exceptional items" on the face of its income
statement. Under IFRS the group is not allowed to aggregate such items under

"exceptional items", therefore such items have been presented separately on the

face of the income statement under headings such as "profit on sale of
investments" and "dilution profits" to provide a description of each item's

nature. Certain items previously included under "exceptional items" that are of
an operational nature have been reclassified to "other gains and losses, net"

and are therefore included in operating profit under IFRS.

(5) Presentation of cash flow information

Certain presentation changes have been made to the group's cash flow statement.
The most significant adjustment related to the classification of dividends paid

by the group. Under SA GAAP the group previously presented dividends paid to

shareholders as part of its operating activities, as it assisted readers of the
financial statements to determine the ability of the group to pay dividends out

of operating cash flows. Under IFRS the group elected to present dividends paid
as part of financing activities in terms of IAS 7 "Cash Flow Statements" ("IAS

7") as it is a cost to obtain financial resources. Dividends paid of R204

million for the year ended 31 March 2005 and R178 million for the six months
ended 30 September 2004 have been reclassified from operating to financing

activities. A number of additional immaterial adjustments and reclassifications
were also made to the group's SA GAAP cash flow statement in order to present

it on an IFRS basis.

Appendices A & B present the impact of the various presentation adjustments on

the group's income statements for the year ended 31 March 2005 and the six
months ended 30 September 2004, as described above.

E. IFRS adjustments and reclassifications

The group made the following adjustments to its SA GAAP financial statements in
order to restate the information in terms of IFRS:

(1) IFRS 2: Share-based payments
The group grants share options to its employees under a number of equity

compensation plans. In terms of SA GAAP, these equity compensation plans did
not result in any expense being recorded by the group, other than costs

incurred in administering the schemes and a dilution in earnings per share when

the shares were delivered to the employee.

In accordance with IFRS 2, the group has recognised a compensation expense in
the income statement, representing the fair value of share options granted to

the group's employees. A corresponding credit to equity has been raised for

equity-settled plans, whereas a corresponding credit to liabilities has been
raised for cash-settled plans. The fair value of the options at the date of

grant under equity-settled plans is charged to income over the relevant vesting
periods, adjusted to reflect actual and expected levels of vesting. For

cash-settled plans, the group remeasures the fair value of the liability at

each reporting date and at the date of settlement, with any changes in fair
value recognised in income for the period.

(2) IAS 38: Amortisation of goodwill and intangible assets with indefinite

useful lives

The group has adopted AC 140 "Business Combinations" ("AC 140"), AC 128

(revised) "Impairment of Assets" ("AC 128") and AC 129 (revised) "Intangible
Assets" ("AC 129"), the SA GAAP equivalents of IFRS 3, IAS 36 "Impairment of

Assets" ("IAS 36") and IAS 38 "Intangible Assets" ("IAS 38") on 1 April 2004.
As discussed previously the group elected to apply IFRS 3 with effect from 20

December 2002 in terms of the exemption provided under IFRS 1. Owing to this

application of IFRS 3, the group has also applied the principles of IAS 36 and
IAS 38 from that date.

The group has therefore ceased the amortisation of goodwill and intangible

assets with indefinite useful lives with effect from 20 December 2002 under

IFRS. The goodwill balances and intangible assets with indefinite useful lives
have been tested for impairment in terms of the principles of IAS 36 from the

same date.

(3) IFRS 3: Transactions with minority shareholders

As discussed above the group has elected to apply the principles of IFRS 3 to
all business combinations as from 20 December 2002. Under SA GAAP, before the

adoption of AC 140, the group accounted for transactions with minority
shareholders by allocating the cost of the transaction to identifiable tangible

and intangible assets at their fair values at the transaction date and

recognising goodwill relating to the excess of the cost over the acquirer's
interest in the net fair value of the identifiable assets and liabilities.

After the adoption of AC 140 on 1 April 2004, the group applied the modified
parent company model and allocated the full excess of the cost of the

transaction with minority shareholders over the acquirer's interest in

previously recognised assets and liabilities to goodwill under SA GAAP.

In terms of IFRS 3, the group has elected to account for transactions with
minority shareholders as equity transactions in terms of the economic entity

model. Under this model, any excess of the cost of the transaction over the

acquirer's interest in previously recognised assets and liabilities is
allocated to a separate component of equity.

The impact of the adoption of IFRS 3 as from 20 December 2002 has led to the

derecognition of all intangible assets, all adjustments to the fair value of

tangible assets and all goodwill accounted for under SA GAAP that resulted from
transactions with minority shareholders since that date.

(4) IAS 38: Recognition of intangible assets

Before the adoption of AC 131 "Business Combinations" and AC 128 "Intangible

Assets" on 1 April 2000, the group accounted for all intangible assets
purchased and acquired in business combinations against shareholders' equity.

In terms of the requirements of IFRS 1, IAS 38 should be applied
retrospectively, therefore the group is required to recognise all intangible

assets that have previously been recognised in the group's financial statements

and that meet the recognition and measurement criteria of IAS 38. On
transition to IFRS the group has therefore re-instated all intangible assets

previously accounted for against shareholders' equity under SA GAAP that meet
the recognition and measurement requirements of IAS 38.

(5) IAS 16: Useful lives and residual values
IAS 16 "Property, plant and equipment" ("IAS 16") differs in certain respects

from the previous SA GAAP equivalent, AC 123 "Property, plant and equipment"
("AC 123"), applied by the group until 31 March 2005. IAS 16 states that an

entity is required to measure the residual value of an item of property, plant

and equipment as the amount the entity estimates it would receive currently for
the asset if the asset were already of the age and in the condition expected at

the end of its useful life. The group has previously under SA GAAP accounted
for residual values based on the requirement of AC 123 that regards residual

value as the net amount that the entity expected to obtain for the asset at the

end of its useful life. The group has therefore reviewed its residual values

for individual items of property, plant and equipment and adjusted the carrying
value of some items at the date of transition accordingly in terms of the

requirements of IAS 16.

IAS 16 further requires that the useful lives of the individual components of

property, plant and equipment items be reviewed at least annually, whereas the
requirement under the previous SA GAAP equivalent, AC 123, has been to review

the useful lives of items of property, plant and equipment on a non-mandatory
periodic basis. The group has reassessed the useful lives of all individual

components of property, plant and equipment and adjusted the carrying value of

some items at the date of transition accordingly.

The adjustments to the residual values and useful lives of certain items of
property, plant and equipment and the corresponding change in their carrying

values at 1 April 2004 has also impacted depreciation charges subsequent to 1

April 2004.

(6) IFRS 1 and IAS 16: Fair value as deemed cost
In terms of the requirements of IFRS 1 the group is required to apply IAS 16

retrospectively. As explained in the transitional arrangements section, the

group has elected to apply the exemption under IFRS 1 whereby the fair value of
certain assets at 1 April 2004 is used as its deemed cost on the transition

date. The group adjusted the carrying values of the individual items of
property, plant and equipment for those items to which the exemption was

applied.

(7) IFRS 1 and IAS 21: Reset of cumulative translation differences

In terms of the requirements of IFRS 1 the group is required to apply IAS 21
"The Effects of Changes in Foreign Exchange Rates" ("IAS 21") retrospectively.

As explained in the transitional arrangements section, the group has elected to

apply the exemption under IFRS 1 whereby all cumulative translation differences
for all foreign operations are deemed to be zero at the date of transition. The

group has therefore reset its cumulative translation differences relating to
foreign entities as previously recognised under SA GAAP. A corresponding entry

was made to retained earnings.

(8) IAS 17: Operating leases

The South African Institute of Chartered Accountants issued Circular 7/2005
during August 2005. The purpose of the circular was to clarify the requirements

of IAS 17 "Leases" ("IAS 17") in respect of operating leases, which include

fixed rental increases. IAS 17 and its SA GAAP equivalent standard AC 105
"Leases" ("AC 105") require that lease payments under an operating lease should

be recognised as an expense on a straight-line basis over the lease term unless
another systematic basis is more representative of the time pattern of the

user's benefit. In South Africa most lessees, including Naspers, have in the

application of AC 105 recognised rental expenses with fixed rental increases on
the basis of the cash flow in the lease agreements, interpreting that such an

approach represented "another systematic basis" that was "more representative
of the time pattern of the user's benefits". Circular 7/2005, however, clarified

that the way many South African entities, including Naspers, applied the "other

systematic basis" in terms of AC 105 is not consistent with the requirements of
IAS 17 and AC 105 as applied internationally. IAS 17 only permits a treatment

other than straight-line recognition when another basis is more representative
of the time pattern of the user's benefit, which is unaffected by the timing of

payments.

Naspers applied the principles of IAS 17, as clarified by Circular 7/2005, to

all its lease agreements with fixed rental increases on adoption of IFRS. The
requirements of IAS 17 were applied retrospectively and an adjustment to

retained earnings at the transition date was accounted for. The net profit for

the year ended 31 March 2005 and the six months ended 30 September 2004 was

adjusted accordingly.

(9) IAS 17: Classification of leases
The group evaluated its leases against the requirements of IAS 17 to ensure

that the classification of leases between operating and finance leases has been

treated appropriately. On adoption of IFRS, the group reclassified a specific
lease that had been treated as an operating lease under SA GAAP to a finance

lease under IFRS. This reclassification did not have a material impact on the
group's financial results.

(10) IFRIC 1: Decommissioning, restoration and similar liabilities
IFRS 1 requires that the group apply the requirements of IFRIC 1

retrospectively. As explained in the transitional arrangements section, the
group has elected to apply the exemption under IFRS 1, whereby the group need

not account for changes in decommissioning, restoration and similar liabilities

that occurred before the date of transition to IFRS. The group identified only
one such liability, pertaining to leasehold premises and related improvements.

The value of the assets are immaterial to the group.

(11) IAS 39: Discounting of programme and film rights liabilities

The group has certain programme and film right liabilities that are classified
as financial liabilities in terms of IAS 39. IAS 39 requires that financial

liabilities be measured at amortised cost using the effective interest method.
Certain programme and film rights liabilities have settlement dates that are not

short term in nature, therefore these liabilities have been discounted in terms

of IAS 39. These liabilities were not previously discounted in terms of the
group's SA GAAP reporting.

In the process of transition to IFRS, the group identified instances where

reclassifications were required between certain balance sheet items compared

with the classifications that were previously presented under SA GAAP. The
following reclassifications were made by the group in restating its balance

sheet under IFRS.

(12) Reclassification of computer software from property, plant and

equipment to intangible assets
The group reclassified certain computer software from "property, plant and

equipment" to "intangible assets" on its balance sheet. Computer software is
required to be classified as an intangible asset in terms of IAS 38, unless the

software is an integral part of the related hardware. This adjustment had no

impact on the group's income statements or its net equity.

(13) Reclassification between non-current and current assets and liabilities
The group reclassified certain assets and liabilities from non-current assets

and liabilities to current assets and liabilities, respectively. The reason for

these reclassifications was to accurately reflect the nature of certain assets
and liabilities between its current and non-current portions as required by IAS

1. Certain derivative financial assets were reclassified from current assets to
non-current assets. This reclassification had no impact on the group's income

statements or its net equity.

(14) Reclassification of deferred income and provisions

The group reclassified credit balances relating to deferred income that were
included under "accounts receivable" to "accrued expenses" on its balance

sheet. This reclassification had no impact on the group's income statements or

its net equity. A reclassification was also made between "accrued expenses" and
"provisions" on the balance sheet relating to a warranty provision.

Appendices C to F present the IFRS adjustments and reclassifications that were

made to the group's income statements for the year ended 31 March 2005 and the

six months ended 30 September 2004 and the balance sheets at 31 March 2005 and

30 September 2004, as described above.

APPENDIX A: SA GAAP INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2005 AS
PREVIOUSLY REPORTED UNDER SA GAAP PRESENTATION FORMAT RECONCILED TO IFRS

PRESENTATION FORMAT

Presentation

of SA GAAP

numbers in

SA GAAP

Income statement for the year ended

format

Adj. 1

Adj. 2

31 March 2005

R'm

Revenue

13 959

Cost of providing services and sale of

goods

(6 932)

(740)

(381)

Selling, general and administration

expenses

(3 736)

735

(231)

Other gains and losses, net

(139)

Depreciation of property, plant and

equipment

(560)

560

Amortisation and impairment of goodwill

(134)

134

Amortisation and impairment of other
intangible assets

(57)

Operating profit

2 540

Net finance costs

(225)

Income from investments

(1)

Share of equity-accounted results

Exceptional items

561

Loss on sale of investments

Dilution profits

Profit before taxation

2 973

Taxation

(253)

Profit for the year

2 720

Presentation

of SA GAAP

numbers in

new IFRS

Income statement for the year ended

Adj 3

Adj. 4

format

31 March 2005

R'm

Revenue

13 959

Cost of providing services and sale of
goods

(8 053)

Selling, general and administration

Expenses

(3 232)

Other gains and losses, net

(5)

(138)

Depreciation of property, plant and
equipment

Amortisation and impairment of goodwill

Amortisation and impairment of other
intangible assets

Operating profit

(5)

2 536

Net finance costs

(225)

Income from investments

Share of equity-accounted results

(5)

Exceptional items

(561)

Loss on sale of investments

(1)

Dilution profits

567

Profit before taxation

(5)

2 968

Taxation

(248)

Profit for the year

2 720

The numbering of the adjustments corresponds with the numbering used to

describe the adjustments and reclassifications in section D "IFRS presentation

differences".

APPENDIX B: SA GAAP INCOME STATEMENT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2004
AS PREVIOUSLY REPORTED UNDER SA GAAP PRESENTATION FORMAT RECONCILED TO IFRS

PRESENTATION FORMAT

Presentation

of SA GAAP

numbers in

SA GAAP

Income statement for the six months ended

format

Adj. 1

Adj. 2

30 September 2004

R'm

Revenue

6 707

Cost of providing services and sale of

goods

(3 345)

(523)

(43)

Selling, general and administration
expenses

(1 833)

523

(263)

Other gains and losses, net

Depreciation of property, plant and

equipment

(276)

276

Amortisation of intangible assets

(27)

Operating profit

1 226

Net finance costs

(123)

Share of equity-accounted results

Exceptional items

345

Loss on sale of investments

Dilution profits

Profit before taxation

1 482

Taxation

(358)

Profit for the year

1 124

Presentation

of SA GAAP

numbers in

new IFRS

Income statement for the six months ended

Adj 3

Adj. 4

format

30 September 2004

R'm

Revenue

6 707

Cost of providing services and sale of
goods

(3 911)

Selling, general and administration

Expenses

(1 573)

Other gains and losses, net

Depreciation of property, plant and

equipment

Amortisation of intangible assets

Operating profit

1 226

Net finance costs

(123)

Share of equity-accounted results

(2)

Exceptional items

(345)

Loss on sale of investments

(20)

Dilution profits

365

Profit before taxation

(2)

1 480

Taxation

(356)

Profit for the year

1 124

The numbering of the adjustments corresponds with the numbering used to

describe the adjustments and reclassifications in section D "IFRS presentation
differences".

APPENDIX C: IFRS ADJUSTMENTS TO INCOME STATEMENT FOR THE YEAR ENDED
31 MARCH 2005

SA GAAP

year ended

March 2005

Adj. 1

Adj. 2

Adj. 3

R'm

Revenue

13 959

Cost of providing services and

sale of goods

(8 053)

Selling, general and
administration expenses

(3 232)

(129)

Other gains and losses, net

(138)

126

Operating profit

2 536

(129)

152

Net finance costs

(225)

(5)

Share of equity-accounted
Results

(3)

Loss on sale of investments

(1)

Dilution profits

567

(200)

Profit before taxation

2 968

(128)

(56)

Taxation

(248)

(3)

Profit for the year

2 720

(128)

(59)

Attributable to:
Naspers Limited shareholders

2 600

(124)

(59)

Minority shareholders

120

(4)

2 720

(128)

(59)

Earnings per N ordinary share

(cents)
Basic

938

(45)

(21)

Fully diluted (a)

887

(42)

(20)

Headline earnings per N
ordinary share (cents)

Basic

781

(45)

Fully diluted (a)

739

(42)

Core headline earnings per N

ordinary share (cents)

501

(45)

(5)

IFRS Adjustments

Adj. 4

Adj. 5

Adj. 6

Adj. 7

R'm

Revenue

Cost of providing services and sale

of goods

Selling, general and administration

Expenses

(21)

(10)

Other gains and losses, net

Operating profit

(21)

(6)

Net finance costs

Share of equity-accounted results

Loss on sale of investments

Dilution profits

Profit before taxation

(21)

(6)

Taxation

(6)

Profit for the year

(20)

(12)

Attributable to:
Naspers Limited shareholders

(20)

(13)

Minority shareholders

(20)

(12)

Earnings per N ordinary share

(cents)
Basic

(7)

(5)

Fully diluted (a)

(7)

(5)

Headline earnings per N ordinary
share (cents)

Basic

(7)

(5)

Fully diluted (a)

(7)

(5)

Core headline earnings per N

ordinary share (cents)

(5)

Adj. 8

Adj. 9

Adj. 10

R'm

Revenue

Cost of providing services and sale of goods

Selling, general and administration expenses

(3)

Other gains and losses, net

Operating profit

(3)

Net finance costs

(1)

Share of equity-accounted results

Loss on sale of investments

Dilution profits

Profit before taxation

(3)

Taxation

(1)

Profit for the year

(4)

Attributable to:
Naspers Limited shareholders

(4)

Minority shareholders

(4)

Earnings per N ordinary share (cents)

Basic

(1)

Fully diluted (a)

(1)

Headline earnings per N ordinary share (cents)
Basic

(1)

Fully diluted (a)

(1)

Core headline earnings per N ordinary share
(cents)

(1)

IFRS

year ended

Adj. 11

March 2005

R'm

Revenue

13 959

Cost of providing services and sale of goods

(8 043)

Selling, general and administration expenses

(3 367)

Other gains and losses, net

(12)

Operating profit

2 537

Net finance costs

(7)

(234)

Share of equity-accounted results

Loss on sale of investments

(1)

Dilution profits

368

Profit before taxation

(1)

2 758

Taxation

(257)

Profit for the year

(1)

2 501

Attributable to:
Naspers Limited shareholders

(1)

2 384

Minority shareholders

117

(1)

2 501

Earnings per N ordinary share (cents)

Basic

860

Fully diluted (a)

813

Headline earnings per N ordinary share (cents)

Basic

730

Fully diluted (a)

690

Core headline earnings per N ordinary share (cents)

445

(a) - The weighted average number of N ordinary shares used in the calculation

of fully diluted earnings per N ordinary share and fully diluted headline
earnings per N ordinary share was adjusted from 294 663 433 N ordinary shares

to 293 126 268 N ordinary shares. This change is due to the fact that IAS 33
"Earnings per Share" requires that the exercise price of share options and

other share-based payments includes the fair value of any goods or services to

be supplied to the group in future under its share-based payment plans. The
SA GAAP equivalent standard AC 104 "Earnings per share" previously did not have

a similar requirement.

The numbering of the adjustments corresponds with the numbering used to
describe the adjustments and reclassifications in section E "IFRS adjustments

and reclassifications".

APPENDIX D: IFRS ADJUSTMENTS AND RECLASSIFICATIONS TO BALANCE SHEET AT

31 MARCH 2005

SA GAAP

BALANCE SHEET

March 2005

Adj. 1

Adj. 2

Adj. 3

R'm

ASSETS

Non-current assets

Property, plant and equipment

3 352

(75)

Goodwill

2 322

159

(1 622)

Other intangible assets

644

(340)

Investments and loans

1 220

(12)

(31)

Programme and film rights

Derivative financial
instruments

Deferred taxation

868

Total non-current assets

8 454

(12)

219

(2 068)

Current assets

Inventory

384

Programme and film rights

721

Accounts receivable

1 292

Other receivables

410

Amounts owing by related

parties

Investments and loans

Derivative financial
Instruments

202

Cash and cash deposits

4 034

Total current assets

7 118

TOTAL ASSETS

15 572

(12)

219

(2 068)

IFRS Adjustments

BALANCE SHEET

Adj. 4

Adj. 5

Adj. 6

Adj. 7

R'm

ASSETS

Non-current assets

Property, plant and equipment

212

(36)

Goodwill

Other intangible assets

Investments and loans

Programme and film rights

Derivative financial instruments

Deferred taxation

(3)

(10)

Total non-current assets

202

(36)

Current assets

Inventory

Programme and film rights

Accounts receivable

Other receivables

Amounts owing by related parties

Investments and loans

Derivative financial instruments

Cash and cash deposits

Total current assets

TOTAL ASSETS

202

(36)

BALANCE SHEET

Adj. 8

Adj. 9

Adj. 10

Adj. 11

R'm

ASSETS
Non-current assets

Property, plant and equipment

Goodwill

Other intangible assets

Investments and loans

Programme and film rights

Derivative financial instruments

Deferred taxation

Total non-current assets

Current assets
Inventory

Programme and film rights

(2)

Accounts receivable

Other receivables

Amounts owing by related parties

Investments and loans

Derivative financial instruments

Cash and cash deposits

Total current assets

(2)

TOTAL ASSETS

(2)

IFRS

BALANCE SHEET

Adj. 12

Adj. 13

Adj. 14

March 2005

R'm

ASSETS
Non-current assets

Property, plant and equipment

(13)

3 445

Goodwill

859

Other intangible assets

366

Investments and loans

1 231

Programme and film rights

Derivative financial

instruments

Deferred taxation

856

Total non-current assets

6 837

Current assets

Inventory

384

Programme and film rights

719

Accounts receivable

120

1 412

Other receivables

410

Amounts owing by related

parties

Investments and loans

Derivative financial

instruments

(32)

170

Cash and cash deposits

4 034

Total current assets

(32)

120

7 204

TOTAL ASSETS

120

14 041

The numbering of the adjustments corresponds with the numbering used to
describe the adjustments and reclassifications in section E "IFRS adjustments

and reclassifications".

APPENDIX D: IFRS ADJUSTMENTS AND RECLASSIFICATIONS TO BALANCE SHEET AT
31 MARCH 2005 (continued)

SA GAAP

BALANCE SHEET

March 2005

Adj. 1

Adj. 2

Adj. 3

R'm

EQUITY AND LIABILITIES

Shareholders' equity
Share capital and premium

5 391

Other reserves

(114)

(3 680)

Retained earnings

1 353

(206)

217

1 724

Interest of Naspers

Shareholders

6 630

(149)

219

(1 956)

Minority interest

223

(6)

Total shareholders' equity

6 853

(155)

219

(1 956)

Non-current liabilities
Post-retirement medical

Liability

161

Long-term liabilities

Capitalised finance leases

1 770

(49)

Concession liabilities

Interest-bearing loans

423

Programme and film rights

Non-interest-bearing loans

Share-based payment liability

Derivative financial
instruments

Deferred taxation

471

(51)

Total non-current liabilities

2 954

(100)

Current liabilities

Current portion of long-term
Liabilities

929

(13)

Provisions

Accounts payable

1 133

Accrued expenses

2 545

107

Amounts owing to related
Parties

Taxation

250

Derivative financial

instruments

296

Bank overdrafts

433

Total current liabilities

5 765

107

(12)

TOTAL EQUITY AND LIABILITIES

15 572

(12)

219

(2 068)

IFRS Adjustments

BALANCE SHEET

Adj. 4

Adj. 5

Adj. 6

Adj. 7

R'm

EQUITY AND LIABILITIES

Shareholders' equity

Share capital and premium

Other reserves

1 317

Retained earnings

143

(36)

(1 317)

Interest of Naspers shareholders

143

(36)

Minority interest

Total shareholders' equity

152

(36)

Non-current liabilities

Post-retirement medical liability

Long-term liabilities

Capitalised finance leases

Concession liabilities

Interest-bearing loans

Programme and film rights

Non-interest-bearing loans

Share-based payment liability

Derivative financial instruments

Deferred taxation

Total non-current liabilities

Current liabilities

Current portion of long-term

Liabilities

Provisions

Accounts payable

Accrued expenses

Amounts owing to related parties

Taxation

Derivative financial instruments

Bank overdrafts

Total current liabilities

TOTAL EQUITY AND LIABILITIES

202

(36)

BALANCE SHEET

Adj. 8

Adj. 9

Adj. 10

Adj. 11

R'm

EQUITY AND LIABILITIES
Shareholders' equity

Share capital and premium

Other reserves

Retained earnings

(20)

(1)

(2)

(1)

Interest of Naspers shareholders

(20)

(1)

(2)

(1)

Minority interest

Total shareholders' equity

(20)

(1)

(2)

(1)

Non-current liabilities
Post-retirement medical liability

Long-term liabilities
Capitalised finance leases

Concession liabilities

Interest-bearing loans

Programme and film rights

(1)

Non-interest-bearing loans

Share-based payment liability

Derivative financial instruments

Deferred taxation

(2)

Total non-current liabilities

(2)

(1)

Current liabilities
Current portion of long-term

Liabilities

Provisions

Accounts payable

Accrued expenses

Amounts owing to related parties

Taxation

Derivative financial instruments

Bank overdrafts

Total current liabilities

TOTAL EQUITY AND LIABILITIES

(2)

IFRS

BALANCE SHEET

Adj. 12

Adj. 13

Adj. 14

March 2005

R'm

EQUITY AND LIABILITIES

Shareholders' equity

Share capital and premium

5 391

Other reserves

(2 418)

Retained earnings

1 893

Interest of Naspers

Shareholders

4 866

Minority interest

227

Total shareholders' equity

5 093

Non-current liabilities
Post-retirement medical

Liability

161

Long-term liabilities
Capitalised finance leases

1 725

Concession liabilities

Interest-bearing loans

423

Programme and film rights

Non-interest-bearing loans

Share-based payment liability

Derivative financial
instruments

Deferred taxation

468

Total non-current liabilities

2 951

Current liabilities

Current portion of long-term
Liabilities

918

Provisions

Accounts payable

1 133

Accrued expenses

116

2 792

Amounts owing to related
Parties

Taxation

250

Derivative financial
instruments

(10)

286

Bank overdrafts

433

Total current liabilities

(10)

120

5 997

TOTAL EQUITY AND LIABILITIES

120

14 041

The numbering of the adjustments corresponds with the numbering used to

describe the adjustments and reclassifications in section E "IFRS adjustments
and reclassifications".

APPENDIX E: IFRS ADJUSTMENTS TO INCOME STATEMENT FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2004

SA GAAP

six months

ended

Sept 2004

Adj. 1

Adj. 2

Adj. 3

R'm

Revenue

6 707

Cost of providing

services and sale of
goods

(3 911)

Selling, general and
administration expenses

(1 573)

(63)

Other gains and losses,

net

Operating profit

1 226

(63)

Net finance costs

(123)

(3)

Share of

equity-accounted results

Loss on sale of
investments

(20)

Dilution profits

365

Profit before taxation

1 480

(63)

Taxation

(356)

Profit for the year

1 124

(63)

Attributable to:

Naspers Limited
Shareholders

1 064

(61)

Minority shareholders

(2)

1 124

(63)

Earnings per N ordinary

share (cents)
Basic

385

(22)

Fully diluted (a)

364

(21)

Headline earnings per N
ordinary share (cents)

Basic

260

(22)

Fully diluted (a)

245

(21)

Core headline earnings

per N ordinary share
(cents)

188

(22)

IFRS Adjustments

Adj. 4

Adj. 5

Adj. 6

Adj. 7

R'm

Revenue

Cost of providing services and sale
of goods

Selling, general and administration
expenses

(11)

(8)

Other gains and losses, net

Operating profit

(11)

(6)

Net finance costs

(10)

Share of equity-accounted results

Loss on sale of investments

Dilution profits

Profit before taxation

(11)

(6)

(10)

Taxation

(2)

Profit for the year

(10)

(8)

(10)

Attributable to:

Naspers Limited shareholders

(10)

(9)

(10)

Minority shareholders

(10)

(8)

(10)

Earnings per N ordinary share
(cents)

Basic

(4)

(3)

(4)

Fully diluted (a)

(3)

Headline earnings per N ordinary

share (cents)
Basic

(4)

(3)

(4)

Fully diluted (a)

(3)

Core headline earnings per N
ordinary share (cents)

(3)

Adj. 8

Adj. 9

Adj. 10

R'm

Revenue

Cost of providing services and sale of goods

Selling, general and administration expenses

(2)

Other gains and losses, net

Operating profit

(2)

Net finance costs

Share of equity-accounted results

Loss on sale of investments

Dilution profits

Profit before taxation

(2)

Taxation

Profit for the year

(2)

Attributable to:
Naspers Limited shareholders

(2)

Minority shareholders

(2)

Earnings per N ordinary share (cents)

Basic

(1)

Fully diluted (a)

(1)

Headline earnings per N ordinary share (cents)

Basic

(1)

Fully diluted (a)

(1)

Core headline earnings per N ordinary share
(cents)

(1)

IFRS

six months

ended

Adj. 11

Sept 2004

R'm

Revenue

6 707

Cost of providing services and sale of goods

(3 907)

Selling, general and administration expenses

(1 640)

Other gains and losses, net

Operating profit

1 163

Net finance costs

(135)

Share of equity-accounted results

Loss on sale of investments

(20)

Dilution profits

380

Profit before taxation

1 420

Taxation

(353)

Profit for the year

1 067

Attributable to:
Naspers Limited shareholders

1 008

Minority shareholders

1 067

Earnings per N ordinary share (cents)

Basic

364

Fully diluted (a)

345

Headline earnings per N ordinary share (cents)

Basic

233

Fully diluted (a)

221

Core headline earnings per N ordinary share (cents)

163

(a) - The weighted average number of N ordinary shares used in the calculation

of fully diluted earnings per N ordinary share and fully diluted headline
earnings per N ordinary share was adjusted from 294 484 805 N ordinary shares

to 292 451 190 N ordinary shares. This change is due to the fact that IAS 33
"Earnings per Share" requires that the exercise price of share options and

other share-based payments includes the fair value of any goods or services to

be supplied to the group in the future under its share-based payment plans. The
SA GAAP equivalent standard AC 104 "Earnings per Share" previously did not have

a similar requirement.

The numbering of the adjustments corresponds with the numbering used to

describe the adjustments and reclassifications in section E "IFRS adjustments
and reclassifications".

APPENDIX F: IFRS ADJUSTMENTS TO BALANCE SHEET AT 30 SEPTEMBER 2004

SA GAAP

CONDENSED BALANCE SHEET

Sept 2004

Adj. 1

Adj. 2

Adj. 3

R'm

ASSETS
Non-current assets

Property, plant and equipment

3 228

(83)

Goodwill and other intangibles

2 422

165

(1 809)

Investments and loans

847

(40)

Programme and film rights

Derivative financial instruments

Deferred taxation

259

Total non-current assets

6 829

219

(1 932)

Current assets

6 903

TOTAL ASSETS

13 732

219

(1 932)

EQUITY AND LIABILITIES

Shareholders' equity
Share capital and premium

5 321

Other reserves

(139)

(3 587)

Retained earnings

(183)

(144)

217

1 801

Interest of Naspers shareholders

4 999

(106)

217

(1 786)

Minority interest

223

(4)

Total shareholders' equity

5 222

(110)

219

(1 786)

Non-current liabilities

Capitalised finance leases

1 847

(59)

Liabilities - interest bearing

781

Liabilities - non-interest
Bearing

154

Post-retirement medical

liability

169

Deferred taxation

122

(60)

Total non-current liabilities

3 073

(119)

Current liabilities

5 437

(27)

TOTAL EQUITY AND LIABILITIES

13 732

219

(1 932)

IFRS Adjustments

CONDENSED BALANCE SHEET

Adj. 4

Adj. 5

Adj. 6

Adj. 7

R'm

ASSETS

Non-current assets

Property, plant and equipment

212

(35)

Goodwill and other intangibles

Investments and loans

Programme and film rights

Derivative financial instruments

Deferred taxation

(3)

(11)

Total non-current assets

201

(35)

Current assets

TOTAL ASSETS

201

(35)

EQUITY AND LIABILITIES

Shareholders' equity
Share capital and premium

Other reserves

1 317

Retained earnings

148

(35)

(1 317)

Interest of Naspers shareholders

148

(35)

Minority interest

Total shareholders' equity

156

(35)

Non-current liabilities
Capitalised finance leases

Liabilities - interest bearing

Liabilities - non-interest bearing

Post-retirement medical liability

Deferred taxation

Total non-current liabilities

Current liabilities

TOTAL EQUITY AND LIABILITIES

201

(35)

CONDENSED BALANCE SHEET

Adj. 8

Adj. 9

Adj. 10

Adj. 11

R'm

ASSETS
Non-current assets

Property, plant and equipment

Goodwill and other intangibles

Investments and loans

Programme and film rights

Derivative financial instruments

Deferred taxation

Total non-current assets

Current assets

(1)

TOTAL ASSETS

(1)

EQUITY AND LIABILITIES

Shareholders' equity

Share capital and premium

Other reserves

Retained earnings

(19)

(1)

(3)

Interest of Naspers shareholders

(19)

(1)

(3)

Minority interest

Total shareholders' equity

(19)

(1)

(3)

Non-current liabilities

Capitalised finance leases

Liabilities - interest bearing

Liabilities - non-interest bearing

(6)

Post-retirement medical liability

Deferred taxation

(2)

Total non-current liabilities

(2)

(6)

Current liabilities

TOTAL EQUITY AND LIABILITIES

(1)

CONDENSED BALANCE SHEET

Adj. 12

Adj. 13

R'm

ASSETS
Non-current assets

Property, plant and equipment

(1)

Goodwill and other intangibles

Investments and loans

Programme and film rights

Derivative financial instruments

Deferred taxation

Total non-current assets

Current assets

(34)

TOTAL ASSETS

EQUITY AND LIABILITIES

Shareholders' equity

Share capital and premium

Other reserves

Retained earnings

Interest of Naspers shareholders

Minority interest

Total shareholders' equity

Non-current liabilities

Capitalised finance leases

Liabilities - interest bearing

Liabilities - non-interest bearing

Post-retirement medical liability

Deferred taxation

Total non-current liabilities

Current liabilities

(31)

TOTAL EQUITY AND LIABILITIES

IFRS

CONDENSED BALANCE SHEET

Adj. 14

Sept 2004

R'm

ASSETS

Non-current assets

Property, plant and equipment

3 327

Goodwill and other intangibles

833

Investments and loans

861

Programme and film rights

Derivative financial instruments

Deferred taxation

245

Total non-current assets

5 373

Current assets

134

7 002

TOTAL ASSETS

134

12 375

EQUITY AND LIABILITIES

Shareholders' equity
Share capital and premium

5 321

Other reserves

(2 371)

Retained earnings

516

Interest of Naspers shareholders

3 466

Minority interest

231

Total shareholders' equity

3 697

Non-current liabilities
Capitalised finance leases

1 795

Liabilities - interest bearing

781

Liabilities - non-interest bearing

211

Post-retirement medical liability

169

Deferred taxation

105

Total non-current liabilities

3 061

Current liabilities

134

5 617

TOTAL EQUITY AND LIABILITIES

134

12 375

The numbering of the adjustments corresponds with the numbering used to
describe the adjustments and reclassifications in section E "IFRS adjustments

and reclassifications".

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned,

thereunto duly authorized.

NASPERS LIMITED

Date: November 29, 2005 by

Name: Stephan J. Z. Pacak

Title: Director