![]() Airtel Africa plc Annual Report and Accounts 2022 #### Airtel Africa plc Annual Report and #### Accounts 2022 #### Transforming #### lives ![]() #### Strategic report 1Airtel Africa overview 12Chair’s statement 14Chiefexecutiveocer’sreview 16Our investment proposition 17Our key performance indicators 20Our market environment 23Legal and regulatory framework 24Our business model 26Stakeholder engagement 31Our strategy 43Our sustainability strategy 59Corporate social responsibility 62Business reviews 62– Nigeria 64– East Africa 66–FrancophoneAfrica 68– Mobile services 70– Airtel Money 72Airtel Business 73Digital Labs 74CFO’sintroductiontothe nancialreview 76Financial review 80Managing our risk 83Principal risks and mitigation 87Our long-term viability statement #### Governance report 90Our Board of directors 94Our Executive Committee 96Chair’s introduction 98Our leadership 103Board evaluation 104Audit and Risk Committee report 114Nominations Committee report 119OurcompliancewiththeUKCorporate Governance Code 123Directors’ report 127Directors’ responsibilities statement 128Directors’ remuneration report #### Financial statements 152Independent auditors’ report 162Consolidated statement of comprehensive income 163Consolidatedstatementofnancialposition 164Consolidated statement of changes in equity 165Consolidatedstatementofcashows 168Notestoconsolidatednancialstatements 225Companystatementofnancialposition 226Company statements of changes in equity 227Notestocompanyonlynancialstatements #### Other information 235Forward-looking statements 236 Glossary 240General shareholders’ information ![]() #### Connecting the unconnected. #### Including the nancially excluded. #### Bridging the digital divide. Byprovidingcriticalservicesto #### customers and societies across our #### continent, Airtel Africa is unlocking #### the potential for people, businesses #### and economies to grow. #### Airtel Africa is #### transforming lives #### across Africa. 128.4m #### total customers 14 #### sub-Saharan countries 46.7m #### data customers 26.2m #### Airtel Money customers 1 Airtel Africa plc Annual Report and Accounts 2022 ![]() ‘The power of data’ Watch Violet’s story in full on our corporate website at www.airtel.africa Strategicreport 2 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Meeting Africa’s urgent need for connection Unlocking potential through ournetwork Africa is a dynamic continent full of possibility, with a young population that’s growing fast. Millions of people have business dreams that could transform their lives – if only they could make them happen. But while mobile telecoms penetration is rapidly expanding, at 1.8% CAGR growth (2021-2025)\*, it is still far lower than in much of the world. Too many people still lack quality access to mobile, digital and banking services – and that’s holding back individuals, businesses, and whole economies. We’re bringing mobile banking, data and telecoms to communities across sub-Saharan Africa – and helping tounlock the potential ofpeople andsocieties. \* Source: Global GSMA report (2022) #### 598 million population across the Group’s footprint 47% unique mobile user penetration Violet Kabaramizo is using Airtel Africa’s 4G network and Airtel Money to run her online clothes business from her village in Western Uganda, sending designs directly to Kampala. #### Nikimpa ekitiisa muno okurora #### engonye zange nizijwarwa #### abakyara abantakaroraga – #### ago nigo amanyi ga data. #### It makes me proud to see my #### designs being worn by women I’venevermet–andthat’sthe #### power of data. For information about our ‘Win with network’ strategy, see pages 32-33 For information about our ‘Win with data’ strategy,see pages 36-37 3 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Je suis heureux qu’il y #### aitun kiosque Airtel dédié #### près de chez moi – #### cela me facilite la vie. #### I am happy there is a #### dedicated Airtel kiosk close #### to my home – it makes #### my life much easier. For more information on our ‘Win with distribution’ strategy,see pages 34-35 Getting closer to ourcustomers, whereverthey are Everything changes for peoplein remote areas when our network reaches their community. In markets likethe Democratic Republicof the Congo, people can be hundreds of miles from the nearest bank, and cut o from banking services aswell as many friends and family members. We’ve reached an estimated 41.5million people through our network expansion programme to-date, making it possible for them to use Airtel Money, data and mobile services to connect with loved ones and the wider economy. We’re now serving 10.7 million customers overall in the DRC – including 4.6 million in remote or rural locations where infrastructure is limited or non- existent. #### 41.5 million people reached through our network expansion programme #### Including the excluded – and creating possibility Thanks to our network expansion programme, Jean-Francis Muya can access our mobile services in the marketplace within a short walk from his house in Bandalungwa, Kinshasa. Strategic report 4 Airtel Africa plc Annual Report and Accounts 2022 ![]() 5 Airtel Africa plc Annual Report and Accounts 2022 ![]() Strategic report Strategicreport 6 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Ndabuka cila bushiku #### ukuwamya imikalile yandi #### mukubombesha, nemikalile #### ya bantu bambi. #### I wake up every day, not just #### to make my life better by #### working hard, but to enhance #### other people’s lives as well. #### The more we serve, the more we grow Reaching thenancially excluded and bridging the digital divide We’re passionate about providing more services, to more customers – because theirsuccess drives ours. Our‘Winwith’ strategy is built around delivering critical services that create social valuefor all the communities in our 14markets – andthe more wegrow our distribution network, the more people we can reach. This year, we’ve reached more than 69,000 exclusive retail touchpoints, including minishops, kiosks and Airtel Money branches. We’ve also delivered underlying revenue growth of21.3% and prot after tax growth of 82.0%, while strengthening our balance sheet and reducing our debt. It means we can keep bridging the digital divide for millions of people – and ensures we can play our part in building a brighterfuture. 78.3% population coverage atthe Grouplevel 41.7% of our sites are in the rural areas For information on our ‘Win with mobile money’ strategy, see pages 38-39 Olivia Chichenga is founder and director of Glonet Connections Limited, based in Lusaka, Zambia. She’snow running three Airtel Money branches, employing 12 people and supporting 350 agents while helping us reach more customers through our unique distribution network. 7 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Ilmi shine mabudin dukkan #### alkhairi ga matasan #### Africa da alummomin #### su baki daya. Educationisthekeyto unlockingopportunityfor #### young people and their #### communities across Africa. #### Building a sustainable future in Africa Delivering on our purposeof transforming lives Africa is full of opportunity – but italsofaces challenges, andwe’ve always been determined to play ourpart inaddressing them. Our sustainability strategy is at the heart of everything we do, shaping how wereduce our environmental impact, drive equitable digital and nancial inclusion, create rewarding jobs, and help buildthe vital education services that are critical for lifting millions of families out of poverty. #### 1 million+ children to access quality education through our programmes by 2027 $57m nancial and in-kind contribution to UNICEF over the fve years to accelerate digital learning For more information on our sustainability strategy, see pages 43-58 Already, we’ve reached thousands ofstudents like Aishatu at the Government Day Nursery and Primary School Pantami, in Gombe State, Nigeria, with our‘Adopt aschool’ programme – and now, like us, she is part of Africa’s sustainable future. Strategic report 8 Airtel Africa plc Annual Report and Accounts 2022 ![]() 9 Airtel Africa plc Annual Report and Accounts 2022 ![]() Niger Pop:25m Chad Pop:17m Nigeria Pop: 211m Uganda Pop:47m Gabon Pop:2m Democratic Republic of theCongo Pop:92m Republic of the Congo Pop: 6m Rwanda Pop: 13m Kenya Pop: 55m The Seychelles Pop:0.1m Malawi Pop: 20m Zambia Pop:19m Tanzania Pop:61m Madagascar Pop:28m Nigeria East Africa Francophone Africa #### At a glance #### We operate in 14 dynamic, underpenetrated #### markets where strong demand drives our continued #### protable growth. An underpenetrated telecoms market, ayoungpopulation andrisingsmartphone aordability, alongwith lowdata penetration, giveus growth opportunities inboth voiceand data. Thetelecoms marketin sub-Saharan Africa isprojected togrowby 4.9%CAGRoverthenext ve years. Atthe sametime,lowpenetration oftraditional bankingservices provides us with the opportunity tomeet theneeds of unbankedcustomersthrough ourdedicated mobilemoneyplatform, AirtelMoney. Source for population gures: World Bank data 2021estimate CAGR source: GSMA sub-Saharan report 2021 14 markets in our diversied portfolio 1stor2nd largest operator by customer market share in13 markets 2.7% projected compound annual population growth in our region by2026 23.3% revenue growth in constant currency for Airtel Africa in FY’22, 20.6% in reported currency Underlyingrevenue $4,714m Reported currency +21.3% Constant currency +23.3% UnderlyingEBITDA $2,311m Reported currency +29.0% Constant currency +31.2% Operating prot $1,535m Reported currency +37.2% Constant currency +39.4% Capex $656m % change +6.9% Basicearningsper share #### 16.8 cents % change +86.5% Underlying revenuecontributionby region Year to March 2022 $m Yearto March 2021 $m Growth in constant currency % Nigeria 1,878 1,552 27.7 East Africa 1,717 1,381 22.7 Francophone Africa 1,131 964 17.2 Total\* 4,714 3,888 23.3 Total $4,714m $1,878m $1,717m $1,131m \*Breakdown of underlying revenue as stated in above table will not add up to total revenue, since it also includes inter-segment elimination of $12m (2021: $10m). Thedierence between reported and underlying revenue inMarch 2021relates toone-time exceptional revenue of $20m relating to asettlement in Niger. There is no dierence in March 2022 All nancial numbers are in reported currency Strategic report 10 Airtel Africa plc Annual Report and Accounts 2022 ![]() Our voice,data andmobile moneyservices are reaching more people than ever, and transformingcustomers’ lives. Underlying revenuecontributionby service Year to March 2022 $m Yearto March 2021 $m Growth in constant currency % Voice 2,358 2,083 15.4% Data 1,525 1,157 34.6% Airtel Money 553 401 34.9% Other^ 407 347 19.9% Total\* 4,714 3,888 23.3% #### By extending our distribution network #### in both rural and semi-urban areas #### and providing resilient, far-reaching coverage,we’veenabled millionsof people toaccess telecomsand banking services. Byleading the way inthe rollout of4Gnetworks and #### enabling people to progress from #### 2Gto 3G to 4G, we’ve helped drive digitisation. Ourexpanding footprint #### of retailers, agents and exclusive #### franchises, supplemented by our #### unique operations, have helped #### deliver services across our markets. #### And we’re helping build a new nancial ecosystem that’sfull of opportunity. Ourfocus onincreasing #### the number of mobile money #### usecases through international #### partnerships and product innovation #### have helped drive the take up of our #### mobile money services, boosting #### nancial inclusion. #### Voice Weoer pre- andpost-paid wireless voice services, international roaming and xed-line telephonyservices. #### Data Weoer asuite ofdata communicationsservices, including 2G, 3G and 4G. We provide 4G services in all 14 of our markets. #### Airtel Money Weoer mobile money services, including digital wallet payments systems, microloans, savings and international money transfers. 26.2m Airtel Money customers 128.4m total customers 46.7m data customers We’re driving Airtel Money growth and nancial inclusion through strategic partnerships. 28,797 infrastructure sites >2.2m retail touchpoints (agents and distributors) in our network 64.5k+ kilometers of connecting bre 87.6% sites providing 4G coverage 4G services available in all 14 markets \*Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes intra-segment revenues of $129m (2021: $100m). The dierence between reported and underlying revenue in March 2021 relates to one-time exceptional revenue of $20m relating toa settlement in Niger. There is no dierence in March2022 ^Other revenue includes messaging, value added services, tower sharing and enterprise Total $4,714m $2,358m $1,525m $407m $553m 11 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Chair’s statement ### Providing essentialservices, ### and delivering on ourpurposeof ### transforming lives The launch of our sustainability strategy this year is another important step forward for our business, which has shown once again that by consistently focusing on providing essential, inclusive services for our customers, we transform lives and communities while delivering sustainable, protablegrowth. Sunil Bharti Mittal Chair Strategic report 12 Airtel Africa plc Annual Report and Accounts 2022 ![]() We have always aimed to create a model for providing aordabletelecomsservices thatis sustainableaswell asprotable– because forus, sustainabilityandprotability areinextricably linked. The markets we operate in are often underserved by telecoms services, and they all have powerful underlying macroeconomic and demographic trends thatdrive demand –which isreected in this year’s further growth in our customer base to 128.4 million, and in our revenues to $4,714m. We know that meeting that demand goes hand in hand with addressing the challenges faced by the millions of people who still lack access todata services, toeective communications infrastructure, and tonancial services. That iswhy,as well asinvesting in networks and distribution channels to bring us closer to customers, and enabling nancial inclusion through our mobile money services, the business has always delivered programmes in areas such as education, health and disaster relief that address local needs and benet our communities. This year we took a further important step, with the launch in October 2021 of our ambitious sustainability strategy, which underpins our well‑established corporate purpose oftransforming lives. Thestrategy demonstrates our commitment to developing the infrastructure and services thatwill drive digital and nancial inclusion forpeople across Africa, and provides a framework for us to contribute to six of the United Nations’ Sustainable Development Goals (UNSDGs). TheBoard was closely involved in overseeing the development of the strategy, which builds on the strong foundations of the work we are already doing at a Group level and across all our local operations. It covers every aspect of our business activities, and has environmental, social and governance criteria at its core. #### Going further than ever #### to support education Our initial progress against our sustainability strategy is described on pages 43-58, and we will provide our stakeholders with regular updates in the future. I would like to mention two aspects of the strategy here: our commitment to net zero carbon, and our ongoing dedication tosupportingeducationin Africa. Our ambition is toachieve net zerogreenhouse gas(GHG) emissions ahead of the 2050 deadline set out in the Paris Agreement, and we’ve committed to launching a sector-leading decarbonisation pathway in 2022,ahead ofthe publication of ourrst Sustainability Report. This is an exciting development, and further details are on page 54. Education has long been a priority for me and for everyone at Airtel Africa, so I am particularly pleased to highlight our education goal of transforming the lives of over one million children through improving access to education, including the provision of education content through our ve‑year partnership with UNICEF, announced in November 2021. #### Maintaining resilient services to support #### customers through the Covid-19 pandemic The Covid-19 pandemic has seen many of our customers and their communities facing continued disruption anddiculty over the last year. The situation has varied widely across our region and we, like our customers, have had to adapt to changing circumstances, while continuing to look out for our neighbours. There are signs of recovery in many markets, which we welcome, while maintaining our readiness to respond if needed. Throughout the crisis, it has been very clear that data and telecoms services have been essential to people and economies, and everyone at Airtel Africa should be proud of the work we have done to maintain our services and keep serving our customers. The Board iscondent that the business has had the right measures in place to protect our colleagues and customers, and we have also supported programmes to address social and health needs in our markets, some of which are described on pages 59-61. Our biggest contribution – which will continue throughout the recovery – is to ensure our operations remain resilient, so they can keep supporting vital services and include more and more people in nancial eco‑systems and thetelecoms and digitaleconomies. #### A consistent strategy that creates value #### for all stakeholders This year hasseen several changes for the Airtel Africa Board. Wewelcomed Segun Ogunsanya asour managing director and chief executive ocer following Raghu Mandava’s retirement, andSegun was appointed tothe Board inOctober 2021, when we werealso joined bya newindependent non‑executive director, MsTsega Gebreyes. Jaideep Paul, our chief nancial ocer, joined the Board witheect from 1June 2021. They haveall shown themselves to be valuable additions. While we continue to evolve as a business, our underlying strategy remains unchanged in its fundamentals. We maintain a continuous focus on serving customers’ needs so we can deliver sustainable, protable growth, while mitigating our risks through our risk management framework, which is described on page 80-86. Our performance this year isreected in underlying EBITDA growth of 29.0%, with underlying EBITDA margin of49.0%, an improvement of 294basis points in reported currency,and prot after tax increased by 82.0% which supports our ability to deliver on our sustainability ambitions and create value for all our stakeholders. At the same time, we have a longstanding focus on strengthening our balance sheet. Our leverage (net debt tounderlying EBITDA) improved to 1.3x(2.0x asof 31 March 2021). We’re strengthening the business in other ways, too. Last year I described the important steps we have taken in our pursuit of asset monetisation opportunities, including the potential listing of our mobile money business within fouryears from rst closing. This work has continued. We have now received a total of $550m cumulative proceeds from minority stakesales inAirtel Money from four investors. Wehave also received rst closing ontower sales in Tanzania, Malawi and Madagascar.These transactions aredescribed in moredetail in the nancial review on pages 76‑79. In October 2021, the Board approved an upgrade toour progressive dividend policy toreect our continued strong business performance and the signicant progress made in reducing the leverage ratio. The new policy aims to grow the dividend annually by a mid- to high-single- digit percentage from anew base of5 cents per share forFY’22,with acontinued focus on further strengthening the balance sheet. The Board hasrecommended a nal dividend of3 cents on 10 May 2022, making a total dividend of 5 for the year. #### Strong performance made possible #### bycommitted people None of the transformations we have achieved over recent years would have been possible without the hard work and commitment of our employees and the support of all our stakeholders. In particular, Airtel Africa people haveovercome very signicant challenges during the pandemic while maintaining our services and providing passionate support to our customers and communities. I would like to thank them all for their continuing dedication to transforming lives. Sunil Bharti Mittal Chair 10 May 2022 13 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Chief executive ocer’s review ## Growing our businesssustainably, ## and standing ## by our promises The continued strength of our business performance reinforces our belief that serving and empowering customers and their communities is the only way to sustainable success. We earned the licence to be part of people’s lives by caring about the things that they care about, and understanding the challenges they face. Olusegun Ogunsanya Chief executive ocer Strategic report 14 Airtel Africa plc Annual Report and Accounts 2022 ![]() This has been an important year for Airtel Africa, inwhich ourcontinued strong nancialperformance has meant we could make further progress on our purpose of transforming lives. The growth inall our services speaks foritself: wehave grown underlying revenues indata by34.6%, invoice services by15.4%, andin mobile money by34.9% inconstant currency.Reported revenue grewby 20.6% to$4,714m. It isto the credit ofeveryone at Airtel Africa that we’vecontinued toprovide essential services inall our markets throughout the year, and toserve morecustomers than ever before, reaching 128.4 million intotal. But when youlook beyond these gures there is growth ofa kind thatis equally, oreven more important. In October 2021 welaunched our sustainability strategy, which builds on the work wehave done for years in the societies and communities where welive and operate. Ithas four focused pillars – each with specic andmeasurable goals orcommitments – designed tohelp develop a sustainable future for individuals, families, communities and businesses across Africa. Theprogress wehave made tostart delivering on these commitments is described onpages 43-58 –and I’dlike tothank Airtel Africa’speople and all ourstakeholders for helping makethis possible. #### Succeeding by serving customers #### andcommunities Our strong business performance reinforces our belief that serving and empowering customers and their communities isthe only way to success. The nature ofour services means weare always close toour customers –part oftheir daily lives, of their family connections, andof the way they interact with the economy and the world. Wemust continue to earn the right tothat relationship every day– thelicence tobe part ofpeople’slives. We do that bycaring about the things thatthey care about, and understanding the challenges they face: challenges such asclimate change, alack of access to basic education and healthcare services, poor infrastructure inrural areas that restrict digital communication, and nancial inclusion. This has never been more relevant than during the Covid-19pandemic, which has hithard among the markets weserve. This yearagain meant doing business inways that safeguarded our people and customers, and continuing toprovide essential services. Economies and societies are now recovering from that impact –but there is still a need for businesses like ours toinvest inthe future of ourcommunities. This year, we announced ave-year partnership with UNICEF tohelp accelerate digital learning. By providing equal access toquality digital learning, particularly for the most vulnerable children, the partnership will help to ensurethat every child reaches their full potential. We were the rst African private sector partner to makea multi-million dollar commitment toUNICEF’s‘Reimagine education’ initiative, and our $57m nancial andin-kind contribution overve years will benet learners inChad, Congo, Democratic Republic ofthe Congo, Gabon, Kenya, Madagascar, Malawi, Niger,Nigeria, Rwanda, Tanzania, Ugandaand Zambia. There isalways more wecan do, though, toincrease our positive socialand environmental impact. In the yearahead we will continue towork onour netzero ambition and onthe other key pillars of our sustainability strategy –which include expanding nancial inclusion and digitalisation forcustomers across the region, aswell asworking tomake sureour own employees continue toenjoy awork culture that is inclusive and rewarding. #### Strengthening our ‘Win with’ strategy Formally embedding our sustainability goals intoeverything we do hasstrengthened ourbusiness strategy forthe future. That strategy continues tobe underpinned bythe keytrends we see inour markets: a continuous and expanding demand for data, mobile money and mobile services from young, growing populations who are underserved byinfrastructure, especially in remote rural areas. Wesucceed byproviding aordable, transparent telecoms services ina sustainable manner, reducing the digital divide and enhancing nancial inclusion. Wehave leading positions in manyof our markets, but like anybusiness weshould always bealive toour competitive environment –whether that competition comes from telecoms businesses, or from FinTech companies. One of ourkey assets continues tobe ourexclusive distribution network –which gives us the ability towin andstay close toour customers. This yearour total Airtel Money branches and kiosks has grown to over16,000 and53,000, respectively.Wehave alsoadded digitalisation asan overarching strategic intent –because further digitising our services, creating digital products, anddigitising our own processes will playa vital role in oursuccess, increasing the attractiveness and eciency of ouroer,and building ‘stickiness’, which helps usretain our customers. At the same time, wecontinuously build onour network in rural areas and improve quality and capacity inurban areas. This yearwe added more than 3,400 sites, taking our total sites to28,797, ofwhich 87.6% are on4G. Our bre network has nowreached over 64,500+ km. Andwe continue tofocus onthe mobile money opportunity, which isclosely aligned with ourambition of supporting nancial inclusion inline with the UN Sustainable Development Goals (UN SDGs). Ourmobile money customers grewby 20.7% during the year, while strategic partnerships, cross-border money transfers anddigital payments, including merchant payments, have helped growour mobile money transaction value by37.0%, and mobile money revenues by34.9%. Our progress against our ‘Win with’ strategy isdescribed in full on pages31-42 #### Transforming lives Successful delivery ofour strategy this year hasmeant that our provision ofessential services tocustomers and communities has driven our protable growth, which inturn fuels ourability to keep advancing oursustainability ambitions. This would not bepossible without our stakeholders, including the governments of the countries in which we operate, who recognise the value webring totheir own goals for building adigital, inclusive economy,and with whom we aim to work inpartnership on sustainable development. Above all, ofcourse, it would not bepossible without the hardwork of Airtel Africa people and the supportof stakeholders. I’dliketo thank them again fortheir eorts as, together,we continue to transform lives. Olusegun Ogunsanya Chief executive ocer 10 May 2022 15 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our investment proposition The countries we operate in have some of the highest population growth projections in the world. Combined with the currently low levelsof unique mobile customers, low minutes of usage, low data consumption and limited traditional banking services, this creates huge opportunity for the growth of Airtel Africa. See overview of our market environment on pages20-21 We have the diversity and scale to delivervalue- for-moneytelecoms and mobile money services to ourcustomers. Our well-invested asset base, strong brandvalues and recognition and eective distribution channels (both direct and indirect) giveus sustainable dierentiation in the market. Our strong trackrecord of delivering growth and improved operational performance continues. Wehave a lean and simplied operating model which, combined with our eective management team, has delivered double-digit revenue growth, strong protabilityand cash ow. Strong country- level management teams with deep knowledge oftheir markets are supported bysubject matter experts at Group level. We also benet from the strength and support of ourshareholder Bharti Airtel, one ofthe world’s largest telecoms operators. See our nancial review on pages 76-79 Led byour purpose oftransforming lives, with a customer-centricvision ofenriching the lives of our customers, we deliver sustainable, protable and market-leading growth through oursix pillar strategy: Win with… network, distribution, data, mobile money, cost and people . We are reducing the digital divide and enhancing nancial inclusion, including through partnerships with governments inthe countries where we operate. We are focused on digitising how we operate, as well as how ourcustomers use our products. And our new sustainabilitystrategy, published in October2021, further embeds environmental, social and corporate governance (ESG) considerations into everythingwe do. Our strategy for growth isdescribed on pages31-42 For more information about our sustainability strategy,see pages 43-58 Our strong balance sheet and conservative capital structure allow us to fully execute our growth strategyand createvalue forall our stakeholders: customers, communities, regulators and governments, partners and suppliers, our people, and ourshareholders. #### Our operations in 14 sub-Saharan African #### countries oer substantial market #### potential across voice, data and mobile #### money services. Strategic report 16 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our key performance indicators #### KPIs give our Board and management a clearsenseofprogress that we are making #### and areas to improve. \*Underlying revenue growth rates excludes one-time exceptional revenue of $20m relating to asettlement in Niger in the year ended 2020/21 \*\* Growth percentage isin reported currency Note: growth percentages in KPIs are in constant currency unless specied Financial KPIs #### Measuring the success of our strategy Our operational and nancial key performance indicators (KPIs)give us a crucial insight intoour business performance and the progress being made towards our strategic intent. Our selected KPIs help usto communicate the Group’sstrategy across all levels ofthe organisation, and form part ofour governance and performance management process. #### Ensuring our KPIs are meaningful #### andresponsive Our primary operational KPIs include sites, data capacity,customer base, netadditions, average revenue per user (ARPU), usage per customer andAirtel Money transactions, while ournancial KPIs are revenue, underlying EBITDA,operating prot, prot after tax, operating free cash ow,net cash generated from operating activities, leverage, earnings per share, and return on capital employed. Weare in the process of nalising KPIs relating toour non-nancial performance inline with our sustainability strategy,launched in October 2021. See more details about our sustainability strategy on pages 43-58 Wekeep our operational and nancial KPIs under review to make sure they stay relevant toour strategy andour business. See denition and reconciliation of our alternative performance measureson pages 229-234 #### Linkage with remuneration Our remuneration targets are linked with nancial KPIs (revenue,underlying EBITDA and operational free cash ow). Further,we benchmark our shareholder return performance with apeer group ofcompanies for our long-term incentive scheme. Underlying revenue \* Net cash generated from operating activities \*\* Underlying EBITDA andmargin Leverage Operating prot Basic earnings per share \*\* Prot after tax \*\* Return oncapital employed Operating free cashow \*\* FY’22FY’22 APM KPIGAAP KPI FY’21FY’21 $4,714m $2,011m $2,311m 1.3x $1,535m #### 16.8 cents $755m 23.3% $1,655m $3,888m $1,666m $1,792m 2.0x $1,119m 9.0 cents $415m 16.5% $1,178m Reportedcurrency +21.3% Constantcurrency +23.3% +20.7% Reportedcurrency +29.0% Constantcurrency +31.2% Margin 49.0% Reportedcurrency +37.2% Constantcurrency +39.4% +86.5% +82.0% +40.5% +19.4% +25.2% Margin 46.1% +32.8% (12.6%) +1.8% +34.9% 17 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our key performance indicators continued Operational KPIs Constant currency growth rates are calculated using the prevailing exchange rates as of31 March of the preceding year Performance During the year,as part of our strategic drive to Win with network, we have deployed more than 3,400 sites, reaching 28,797sites in total asof 31March 2022. Wefurther added 3,900+ 3G sites (96.5% of sites are now 3G), more than 5,800+ sites to 4G (87.6%of sites are now 4G) and added almost 10,000 km of bre (64,500+ km ofbre as at 31 March 2022). Data capacity was increased by 40.4% to 16,900+ terabytes (TB) per day, with peak hour data utilisation at 46%. Performance Customer base grew by 8.7%to 128.4million. This growth was supported byfurther investment in sales and distribution infrastructure in both urban and rural markets, including expansion of our exclusive distribution channel ofkiosks and mini-shops. We endeavour to ensure availability of SIM cards and recharge across our footprint. Customer base grew across all three regions: Nigeria by 5.8%, East Africa by 7.8%, and Francophone Africa by 15.9%. 22,909 25,368 28,797 7,572 12,070 16,949 Totalsites number Total da ta ca pa city tb/day FY’ 22 FY’21FY’20 110.6 118.2 128.4 11.8 7.6 10.2 Customer base m Customer net adds m FY’ 22 FY’21FY’20 Total sites and data capacity Customer base and customer net additions Total sites number Total data capacity tb/day Customer base m Customer net ads m Performance Voice trac grew to 379 billion minutes in FY’22, an increase of17.3% mainly driven bycustomer base growth of 8.7% and an increase of voice usage per customer of9.8% to 257 minutes per customer per month. The voice usage growth was driven by investment in rural sales and distribution along with expanded rural network coverage. Additionally, higher adoption of voice bundles amongst our customers contributed tothe growth in voice usage, bundle penetration reached 54%by 31March 2022. Performance During the year,voice underlying revenue grew by 15.4% inconstant currency to$2,358m. Voice revenue growth was driven by an increase in our customer base by 8.7% and voice ARPU growth of 8.0%, led by an increase in voice usage per customer by 9.8%. Voice ARPU increased to $1.6 per customer per month. FY’ 22 FY’21FY’20 250 323 379 201 234 257 Voice traffic bn mins Usage per customer mins 1,970 2,083 2,358 1.6 1.5 1.6 Voice revenue $m Voice ARPU $ 5.2% 11.0% 15.4% FY’ 22 FY’21FY’20 Voice trac and usage per customer Voice underlying revenue and voice ARPU Voice trac bnmins Usage per customer mins Voice underlying revenue $m Voice ARPU $ Performance Total underlying revenue was $4,714m, grew by23.3% in constant currency led byboth customer base growth of 8.7% and ARPU growth of 15.4%. ARPU growth of 15.4%was driven by all our key services: with data contributing 7.7%, voice contributing 4.3%, mobile money contributing 2.7%, and with the balance coming from growth in other revenue. 3,422 3,888 4,714 2.7 2.8 3.2 Group revenue $m ARPU $ 13.8% 19.4% 23.3% FY’ 22 FY’21FY’20 Group underlying revenue and ARPU Group underlying revenue $m ARPU $ Strategic report 18 Airtel Africa plc Annual Report and Accounts 2022 ![]() Performance Total data usage increased by48.7% in FY’22 to 1,848 billion MB. 4G data usage contributes to66.7% oftotal data usage. Data usage per customer per month reached 3.4 GB,an increase of 31.0%,mainly due to 4G network densication, increase insmartphone penetration and higher adoption of data bundles. Additionally,4G data usage per customer reached 5.5 GB, supporting the usage growth. Performance Data revenue was $1,525m, grew by 34.6% inconstant currency led byboth customer base growth of 15.2% and data ARPU growth of18.6%. Data ARPU increased to $2.9 per customer per month. The data ARPU growth was supported by an increase in the number of4G customers. Performance Airtel Money customer base reached 26.2 million, growing by 20.7%, and now representing 20.4%of our total customer base. Customer base growth was largely driven by the expansion of our mobile money agents, merchant ecosystems and continued investment in our exclusive franchise channel of kiosks and Airtel money branches. Performance Total transaction value increased to $64.4bn, up by37.0% in FY’22 in constant currency. Transaction value per customer per month was $223, an increase of 13.9% in constant currency. This was driven by both customer base growth and increased adoption of Airtel Money services, mainly in P2P, cash-in and cash-out transactions. Annualised transaction value now stands at $64.3bn in Q4’22 in constant currency. The slight slowdown in revenue growth was due to the implementation ofnew levies inTanzania. Performance Our data customer base reached 46.7million, growing by15.2% and now contributing to36.4% of our total customer base. Our 4G customer base reached almost 20 million, which is 42.6% ofour total data customer base. Customer base growth was driven by further expansion of our data network, increase in our network data capacity and 3G/4G enabled smartphone penetration (which increased to 34.2%, of which 59%are 4G) smartphones. 427 534 616 1,863 711 283 2,686 1,242 708 3,520 1,848 1,232 Data usage megabytes bn 4G data usage megabytes bn Data usage per customer MB FY’ 22 FY’21FY’20 930 1,157 1,525 2.4 2.5 2.9 Data revenue $m Data ARPU $ 39.0% 31.2% 34.6% FY’ 22 FY’21FY’20 18.3 21.7 26.2 16.5% 18.3% 20.4% Mobile money base m Mobile money customer penetration % FY’ 22 FY’21FY’20 167 191 223 32 46 64 Transaction value per customer $ Mobile money transaction value $bn FY’ 22 FY’21FY’20 25.2 25.8 26.8 32.0% 35.4 10.2 34.3% 40.6 14.8 36.4% 46.7 19.9 Data customer m 4G data customer m Data customer penetration % FY’ 22 FY’21FY’20 Data usage, 4G data usage and data usage per customer Data revenue and data ARPU Airtel Money customer base and penetration Airtel Money transaction value and transaction value per customer Data customers, 4G data customers and penetration Data revenue $m Data ARPU $ Mobile money base m Mobile money customer penetration % Transaction value per customer $ Mobilemoney transaction value $bn Data customer m 2G/3G/4G data customer m Data customer penetration % Data usage mMB 2G/3G/4G data usage m MB Data usager per customer MB Performance Airtel money revenue increased to $553m, upby 34.9% in constant currency,led by both customer base growth of 20.7% and Airtel Money ARPU growth of 12.2%. Airtel Money ARPU was $1.9per customer per month. ARPU growth was driven by an increase intransaction value per customer of 13.9%, largely due to increased adoption ofAirtel Money services. 311 401 553 1.6 1.7 1.9 Mobile money revenue $m Mobile money ARPU $ 37.2% 35.5% 34.9% FY’ 22 FY’21FY’20 Airtel Money revenue and ARPU Mobile money revenue $m Mobile money ARPU $ 19 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our market environment Populations are young and expanding rapidly, the middle class is growing, and people need to connect with each other and with local and global economies. Yet infrastructure is limited, and there is huge scope toincreasethereachand penetration ofeective, aordable telecomsservices, andto includemore people in the digital economy. The region has been hit hard by the impact of the Covid-19 pandemic. Its continuing recovery has underlined the need for telecoms services as away tofoster nancial inclusion, bridge the digital divide, anddrive economic growth. #### Economic recovery, underpinned #### by strong demographics According tothe IMF report (April 2022),real GDP insub-Saharan Africa isprojected togrow by 3.8% in2022, and by 4% in2023, recovering from the contractions brought about by the impact of the Covid-19 pandemic on populations with relatively low vaccination rates. There remain challenges togrowth, but the World Bank identies the region asthe world’s largest free trade area –a market of 1.2billion people. Over the next three decades, the population isset to nearly double, to around 2billion. Weoperate inyouthful markets, with 33%of the population in our markets aged between 10 and 24 years\*.The middle class isalso growing, alongside a longstanding trend of urbanisation. Weoer a mix ofproducts, content andpricing structures toattract andretain this growing customer base – and our strategic focus on distribution means we are well-placed to win new customers. See our ‘Win with’ strategy on pages 31-42 #### Limited infrastructure, and low mobile #### connectivity Many parts ofAfrica lack landline infrastructure, andbroadband levels remain far lower than in developed markets. Mobile networks will continue to be the primary source of voice and data services in many places –which means that our focus onexpanding our networks, and extending rural coverage inparticular, plays a vital role in bringing people intothe mobile anddigital economy.And there isa signicant opportunity toextend network coverage. Across Africa, mobile connectivity remains low relative toother markets –though itis growing fast. By the end of2020, 495 million people hadsubscribed to mobile services insub-Saharan Africa, representing 46%of the population – almost 20 million more than in 2019 (i) . The GSM Association (GSMA) projects that this gure will reach 615million people by2025. #### Digitalisation – the key to growth Digitalisation will be atthe heart ofAfrica’sfuture growth –as many governments in our markets have recognised. Secure, reliable, competitively-priced data is essential to a wide range of service providers, and tobusinesses both large andsmall. Mobile technology enables digital solutions and supports the growing use of online channels by consumers. While growing fast, smartphone adoption in ourregion remains relatively low. The availability of4G isalso expanding, but is notyet available everywhere. The GSMA projects that 4G coverage will reach 64%of the population insub-Saharan Africa by2025, and that customer usage of4G will more than double from 12%in 2020to 28%by 2025, still some wayshort ofthe global average of57%. Digitalisation istherefore aclear opportunity tofulll our purpose of transforming lives as well as grow our business – driven by our strategic focus on winning with data, our digital products and content, including Airtel TV, and our focus onsupporting enterprises through Airtel Business. This isall supported byour continuing investment in expanding our 4Gnetwork. See our business reviews on pages62-71 #### Increasing nancial inclusion through #### mobile money The launch and growth ofdigital nancial services inAfrica hasled to an unprecedented increase in the number of people enjoying access to formal nancial services. The continent, which has historically been underserved byformal banking, is nowhome to almost half ofdigital nancial services users worldwide, according tothe International Finance Corporation (IFC) (ii) . This growth is critical to wider development: nancial inclusion has been identied as anenabler for seven of the 17UN Sustainable Development Goals (UN SDGs). The Covid-19pandemic made clear that mobile technology,and mobile money in particular,has ahuge role toplay inkeeping people connected, delivering vital nancial support and providing safe, no-contact ways topay forfood, electricity andother life essentials. Telecoms providers continue to play a critical role in building smartphone penetration, increasing mobile broadband penetration and providing competitively-priced data to customers – both retail and business – to enable digital inclusion and access to more opportunities. Airtel Money iswell-placed to bepart ofthis opportunity.Wecontinue to build the mobile money ecosystems that help customers join the digital economy,and towin newcustomers through services, including inter-operator money transfers, payments, microloans and international money transfers. See our Airtel Money business review on pages70-71 Demandforvoice,dataandmobile moneyservicescontinuestogrowatpace across sub-Saharan Africa, which is home tomorethanonebillionpeople. \* \*According to the World Bank at www.worldbank.org/en/region/afr/overview#1 Strategic report 20 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Managing risk and ensuring we contribute #### to sustainable development Some ofthe countries in ouroperating markets face political, economic, orenvironmental challenges. While contributing relatively little toglobal emissions, Africa isdisproportionately aected by climate change (iii) , while uctuating currencies and high rates of ination can aect economies insub-Saharan Africa. Our sustainability strategy isdesigned toensure we makea meaningful contribution to the societies and economies where we live andwork, while ourrisk management framework helps the business toidentify and mitigate risks. We manage foreign exchange risk asone ofour principal risks as described indetail onpage 85. See how wemanage our risks on pages 80-86 For information about our sustainability strategy, see pages 43-58 #### Growing markets in which aordability #### and accessibility are vital The sub-Saharan African mobile landscape isdominated bya few large competitors, with smaller regional companies in some markets. Wecompete forcustomers through ourrange ofservices, our advertising and brand image, the quality and reliability ofour service, the geographical breadth ofour coverage, the capacity and resilience of ourdata networks – andprice. Weoer pricing plans that aresimple and transparent, based onthe principle of‘more formore’.We usea tailored pricing strategy that varies depending on our position in each market. Our focus on distribution isdesigned togive usa competitive advantage in recruiting and winning new customers. #### Working alongside governments #### and complying with regulations The telecoms sector ishighly regulated inour markets. All operators must work within the frameworks created by governments and regulatory authorities, covering telecoms regulations, banking regulations and licences. Know Your Customer regulations apply in manyof our markets –these require customers to register their identity toaccess mobile services. Providing easy access toa fast andcompliant registration process is a key part ofour ‘Win with’ distribution approach. Alongside strict compliance with regulations, we aimto work collaboratively with governments tomake sure weintegrate our services intotheir key initiatives, andplay our part instrengthening economies and transforming lives. See our legal and regulatory review on page 23 Data sources: (i)www.gsma.com/mobileeconomy/sub-saharan-africa/ (ii)www.ifc.org/wps/wcm/connect/region\_\_ext\_content/ifc\_external\_corporate\_ site/sub-saharan+africa/resources/201805\_report\_digital-access-africa (iii)www.unep.org/regions/africa/regional-initiatives/responding-climate-change Transforming lives spotlight Working with Access Bank and the #### World Food Programme to support #### displaced people in Nigeria There are hundreds of thousands of internally displaced people (IDPs) in Borno State, Nigeria –and our services arehelping them meet their basic needs andconnecting them tonancial inclusion, while boosting the local economy. As well as making telecoms services available tothis vulnerable group, Airtel Africa ispart ofa collaboration involving Access Bank andinternational organisations, including the World Food Programme that helps people access their daily meals. Beneciaries receive credits to mobile money wallets setup by the partnership, which can beused to payfor meals atDalori IDP camp. The programme, known asthe Airtel Access Money Cash Disbursement powered by WFP, isalso creating employment for around 15 people inthe camp who support Airtel Africa’sKnow Your Customer registrations and recharge card sales. 21 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() ## Key ## market ## proles 5321 64 #### Our top six markets \* 1 DRC 4 Tanzania 2 Kenya 5 Uganda 3 Nigeria 6 Zambia 20202020 20202020 20202020 20212021 20212021 20212021 Population 92m 90m GDP $57bn $49bn Mobile customers 47m 41m Unique mobile penetration 43% 41% Mobile money users 9m 9m Population 61m 60m GDP $70bn $63bn Mobile customers 54m 51m Unique mobile penetration 54% 53% Mobile money users 35m 32m Population 55m 54m GDP $110bn $99bn Mobile customers 65m 61m Unique mobile penetration 61% 61% Mobile money users 35m 32m Population 47m 46m GDP $42bn $38bn Mobile customers 30.2m 28m Unique mobile penetration 43% 43% Mobile money users 23m 23m Population 19m 18m GDP $21bn $19bn Mobile customers 20m 19m Unique mobile penetration 58% 57% Population 211m 206m GDP $442bn $429bn Mobile customers 195m 204m Unique mobile penetration 47% 46% \* in alphabetical order Data sources: • Population and GDP from the International MonetaryFund (IMF) • Mobile customers andmobile money customers from respective telecoms regulatory authorities’ published data • Unique mobile penetration report from Omdia market analysts #### Our market environment continued Strategic report 22 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Legal and regulatory frameworks Rapid changesin technology haveledto amendments in legislation and regulation to maintain afair andstable businessenvironment. We workwith governmentsand regulators invariousjurisdictions to harmonise these changes with business needs. The legal and regulatoryframeworks wework within fall intothree categories: telecoms services, mobile nancial services and broadcasting services. In some ofour markets, there arealso competition laws. Weare abreast ofthe regulatory changes, and we keep it under continuous review.Wepublish signicant developments on our corporate website, under ‘Regulatory news’.Here wedetail the most signicant developments inour largest markets inFY’22. #### Kenya, Uganda and Tanzania In 2021, several East African governments reviewed their respective tax legislations to increase consumer taxes. • In Kenya, the exciseduty payable for telephone services rosefrom 15%to 20%. • In Uganda, the over the top(OTT) tax was replaced with a 12% excise duty on internet data. • In Tanzania, anew tax on money transfer/withdrawals wasbrought in from 1July 2021. This ranged from Tshs10 to 10,000 depending on the transaction amount. InAugust, the government reduced this by 30% in response to public sentiment. There was also a new tax on mobile network operators – thisvaries from Tshs10 to 200 per SIM card owner based on their daily recharge capability. #### Zambia The Data Protection Act came into force in 2021,which protects customers byregulating the collection, use,transmission, storage and processing ofpersonal data. Airtel Networks Zambia plc has put in place measures to ensure compliance with this new act. We’re aiming atfull compliance once regulations operationalising the Data Protection Act are published bythe regulator. #### Nigeria In December 2021, the Nigerian Communications Commission (NCC) auctioned two lots of100 MHz each inthe 3.5 GHz band ranging from 3500 to3600 MHz and from 3700 to3800 MHz. The spectrum was oered ona nationwide basis covering all states ofthe Federation and the Federal Capital Territory of Nigeria. The reserveprice for onelot of 100 MHz was $197.4m. Airtel Africa qualied toparticipate inthe bidding process but withdrew in the course ofthe auction. MTN and MAFAB were awarded the two available lots of100 MHz. We’re now working with the regulator and government to ndways toaccess remaining unassigned lots. In April 2022, Airtel Africa received nal approval from the Central Bank ofNigeria (CBN) tooer services under asuper-agent licence and under a Payment Service Bank (PSB) licence. This follows the issue by the Central Bank ofNigeria ofthe approval inprinciple in respect ofthe two licences in November 2021.We aregetting ready to launch both services asguided by the Central Bank. #### Kenya The Kenyan regulator has stipulated a reduction in mobile termination rates (MTR)from KES 0.99 per minute toKES 0.12 per minute from 1January2022. While this isbeing challenged byanother mobile operator,we welcome this move asit seeks to remove the unfair subsidisation of the dominant operator by competing players in the market. Kenya hasone ofthe highest MTR regimes in Africa, and rates were last reviewed in 2010. #### Uganda In May2021, Airtel Mobile Commerce Uganda Limited (an Airtel Money entity) was licensed to operate a payment system and provide electronic money inUganda. Wewere reminded bythe regulator thatwe haveto list on alicensed securities exchange inUganda within two years ofthe dateof our licence, 16 December 2020.We arein talks with the regulator, the capital markets authority and investors on howbest tomeet this requirement, given that the recent listing by another national telecoms operator on the market wassignicantly undersubscribed. Uganda listing obligation Under Article 16 ofAirtel Uganda’sNational Telecom Operator (NTO) licence, Airtel Uganda Limited (Airtel Uganda)is obliged tocomply with the sector policy,regulations and guidelines requiring the listing of part of its shares on the Uganda Stock Exchange (USE). The current Uganda Communications (Fees and Fines) (Amendment) Regulations 2020,creates apublic listing obligation for allNTO licensees, and species that 20%of the shares ofthe operator must belisted within two years ofthe dateof the eective dateof the licence. Currently,this imposes alisting requirement by15December 2022 onAirtel Uganda. On 5April 2022 we applied tothe Uganda Communications Commission (UCC)for an extension onthe deadline for aperiod of oneyear. We work within the laws and regulatory frameworksofgovernmentsandregulatory agencies to bridgethedigitaldivideand expandnancialinclusion acrossAfrica. 23 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our business model Ourdynamic business modelis underpinnedby our sustainability strategy and deliversvalue to stakeholders whiletransforming livesthrough digitalisationandnancialinclusion. #### Our vision #### is to enrich #### the lives ofour #### customers. #### Delivering #### outstanding services and #### products #### Through a unique #### distribution network #### that is close to our #### customers #### An ecient network #### and business structure #### in 14 markets across #### sub-Saharan Africa • Other services , including xed-line telephony, home broadband and datacentres • More than 69,000 exclusive retail touchpoints (including minishops, kiosks and Airtel Moneybranches) • More than 251,000 activating outlets • A wide network ofmore than 2.2 million retail touchpoints • Strategic collaborations with regional andinternational partners tooer nancial andmoney transfer services Other key inputs and enablers: • Ecient Know Your Customer(KYC) processes • Easier onboarding processes, self-service throughour self-care MyAirtel app, currently available in allmarkets Vision How we create value Values • Spectrum assets in every country,with multiple layers of data capacity • A modernised network oering 2G, 3G and4G, largely on ecient single RANtechnology • 28,797 network towers anddata capacity of 16,900+ terabytes per day • 64,500+ km ofbre across ourmarkets • 3,700+ employees Other key inputs and enablers: • Compliance with regulatory framework in allmarkets • A sound capital allocation strategy and nancial management that targets revenue growth ahead ofthe market and underlying EBITDAmarginimprovement • Mobile network partnerships that outsource the management and operation of ournetwork infrastructure • A strong management structure with operating companies in each market that can leverage Group expertise • Our sustainability strategy underpins everything wedo. It isaligned with the UN SDGs and supported bygoals and active policies torespect human rights, drive positive social impacts, protect the natural environment and conserve resources • Sound and transparent governance • A network ofover 2,400 partners, including mobile brands, IT companies and telecoms infrastructure providers #### Voice #### Data #### Airtel Money #### Alive Weact with passion and acan-do attitude. Innovation andan entrepreneurial spirit drive us. #### Inclusive Wechampion diversity. We’re at the heartof our communities, and anticipate, adapt and deliver solutions that enrich the lives of the people weserve. #### Respectful Weact with humility and are always open and honest. Wedeliver onour promises to customers, stakeholders and each other. Strategic report 24 Airtel Africa plc Annual Report and Accounts 2022 ![]() 99.3% of ourcustomers use pre-paidservices #### 2.2+ million peoplenancially empowered through direct employment, business partnerships and ourdistribution network 99% of customer requests processed digitally Our customers • Convenient and competitive services that enable people toconnect, liveand work • Financial inclusion and opportunity through connections tolocal and globaleconomies Our economies • Accelerated sustainable development through nancial inclusion and ‘banking theunbanked’ • Direct and indirect contributions of$1.5bn in 2021/22(vs$1.4bnin 2020/21) • 2.2 million people earning through workingwith Airtel Africa as entrepreneurs and in our distribution networks Our people • Direct employment in agrowing business oering competitive payand training Our communities • Programmes to support education, health and wellbeing, anddisasterrelief Our shareholders • Constant currency underlying revenue growth of 23.3% in 2021/22 • Underlying EBITDAmargin of 49.0% • Total dividend of 5 cents (interim and nalas recommended bythe Board) #### Oering simple #### customer journeys #### and competitive #### pricing Toreach: Creating value for: • Simple , convenient and intuitive customer journeys • Straightforward pricing plans based onthe principle of ‘more formore’ • A tailored pricing strategy that varies depending on market position Other key inputs and enablers: • Marketing andbrand-building to increase consumer awareness and build customerloyalty #### 128.4 million total customers including #### 46.7 million data customers and #### 26.2 million Airtel Money customers What makes us dierent? Our purpose of transforming lives issupported by our sustainability strategy, described on pages 43-58 Our strategy issupported by a robust framework for monitoring and managing risk, described on pages 80-86 #### There are many #### aspects of our strategy #### and business model #### that are unique to us. #### Ifwe had to choose #### three important ways in #### which we stand apart from the competition, they would be: Rapidly-expanding coverage that’s reliable and high-quality Simple, transparent pricing andservice A unique distribution network Wehave an extensive, resilient and reliable 4Gnetwork that’s meeting the growing demand fordata, while ournetwork expansion programmes are connecting the unconnected inrural and urban areas. Our straightforward pricing models, simple ‘more for more’ oers andintuitive customer journeys arehelping usto win and keep customers all overAfrica. By building exclusive channels and developing eective, digitised onboarding processes, we’ve been able togrow our customer basefaster than themarket. 25 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Stakeholder engagement This year, we continued to engage with our most important stakeholder groups to build shared understanding and mutual long-lasting value. Strong, supportive relationships not only help our business thrive, they help us make sure we’re contributing in meaningful ways to the communities weserve. #### How we work to understand our #### stakeholders Treating our stakeholders fairly starts with understanding the interests of each group. Directors receive information about our stakeholders through various channels. This includes direct interaction and engagement – something we place much importance on at Airtel Africa. This year, for example, we engaged directly with stakeholders on our sustainability strategy and our remuneration policy. The Board also receives reports and updates from our senior leadership team who engage directly with stakeholders. Every Board paper now includes stakeholder interests relevant to the proposed actions. We also continue to plan director visits to local operations and schedule Board meetings at regional locations, with representatives from the local business present. We’re committed to regular communication with all of our stakeholders. That is why we’re developinga stakeholder engagement policy to formalise why, when and how we communicate with each group. We expect this to be published before our June AGM. #### How we consider stakeholder interests Our directors put stakeholder views at the heart of key decisions for Airtel Africa. Our chair is committed to ensuring that both positive and negative stakeholder input is communicated to the Board, and our executive team supports with this. The chair, the chairs of each committee, independent directors, CEO, CFO and our company secretary are available to address any concerns raised by stakeholders. Considering stakeholder interests sometimes involves distilling data and other metrics to inform decisions. At other times, it involves a direct consultation, such as the one between our Remuneration Committee and shareholders. In September 2021, Doug Baillie wrote to our top 20 shareholders and proxy agencies inviting them to review the details of the exit terms of our CEO, Raghunath Mandava, and the appointment of his successor, Segun Ogunsanya. He wrote again in March 2022 inviting them to discuss the proposed changes to our remuneration policy in more detail. To consider our people’s interests, the Board receives regular updates on employee engagement from the chief humanresources ocer and chair of the Remuneration Committee and management team. Our second externally facilitated employee engagement survey is due to take place in 2022. Its results will help the Board assess the culture of ourorganisation. We also have clear business standards with stakeholder interests at their core. Our Code of Conduct covers everything from respect for human rights to data privacy to acting lawfully. This sets out our high expectations for how all of us at Airtel Africa should act in ways that create value for, and build trust among, our many stakeholders. #### Putting people #### at the heart of our #### business decisions #### Our section 172 statement This section describes how the directors have acted in relation to their duties under section 172 (a) to (f) of the Companies Act 2006 to promote the success of the company with regard to the needs of wider society and stakeholders, including customers, consistent with our core business objectives. Each year, directors receive training from our corporate legal advisers Herbert Smith Freehills LLP to remind them of their duties to apply section 172 to their considerations and decisions. Consistently applying our purpose, vision and core values (particularly ‘respectful’) when making decisions and delivering our strategy helps us meaningfully engage with all of our stakeholders, regardless of the outcome of any particular decision. The information in this section explains how the Board oversaw stakeholder interests and concerns and considered stakeholders when making decisions in FY’22. Strategic report 26 Airtel Africa plc Annual Report and Accounts 2022 ![]() Our customers More than 128.4 million customers across Africa use our data, voice and mobile money services to connect, live and work. How we engaged during the year Our customers continue tohelp usdene the success ofour products and services. To be able to meet and exceed our customers’ needs, we proactively engaged customers across all touch points during the nancial year. The insights wegain arecentral toour improvements to our customer experience and our innovations to our products and services. We completed the rollout out of automated SMS surveys across all our markets during the year. We also opened a further 300+ retail experience stores to increase our footprint and establish a closer presence to many of our customers. And we expanded our opening times to be able to support customers for longer. Our Board continued to beinformed ofsignicant customer concerns and priorities through the CEO’s regular update. Interests and concerns We know that customers of all types want to be able to easily use our products and services at times that are most convenient for them. While most people prefer self-service, they also want quick and easy support. Our younger customers want to be able to use our services easily on the goand tond these on the digital platforms they’re already using. Airtel Money customers are looking for an always-on, error-free, safe and secure mobile money service. And for our enterprise customers, network uptime is critical. Outcome and actions We’ve continued to improve our customer service across all platforms. To strengthen our self-care suite of channels, we further automated our phone support systems for customers. We brought in a new interactive voice response (IVR) system in our regional call centres to oer customers more assistance with our products and services. The rising number of people downloading our MyAirtel app – and using it to check their minutes, buy bundles and access mobile money services – illustratesthis growing preference for self-service. We registered 3.5 million new customers this year to reach 11 million users in total. Active users doubled from last year, with a total monthly transaction value of $90m. For our Airtel Money customers, we focused on minimising the potential for error and expanding our services to more digital channels and platforms. To further improve our customer support service, we continued to integrate and strengthen our customer data systems. Our latest upgrade allows frontline teams to see all customer information on a single screen so that they can resolve issues more thoroughly and quickly. We’re working to create a quick and easy customer experience at every Airtel Africa touchpoint. Our people We aim to make Airtel Africa a great place to work for our more than 3,700 full-time permanent employees encompassing35 nationalities in 18 countries. Our people are at the heart of our business success. How we engaged during the year Our Board actively engages with employees in a variety of ways to better understand how we can enhance our people strategy and continue to bring our values to life. They also stay on top of employee- related matters through their involvement with our Sustainability Committee. During FY’22, Board members met with employees to discuss both professional and personal matters – including feedback on moving our headquarters to Dubai from Nairobi, team capabilities and how we can best build an agile high-performance culture. We also encourage employees to share feedback through our open-door policy, where anyone can speak to our Group CEO or any Executive Committee (ExCo) member. The Board also stays close to employee-related issues through: • Quarterly CEO-led town halls in English and French, where senior executives update employees on our business performance and organisational changes, and take questions from employees • Remuneration Committee updates from our chiefhuman resources ocer (CHRO)on remuneration, people, culture, conduct and diversity • Regular Board presentations and one-to-one meetings as necessary from our CHRO • Quarterly Board reports from the HR Forum and Remuneration Forum chair on people, culture and wellbeing • The results of our employee engagement survey and regular pulses shared in various OpCos and OpCo-led town halls • One-to-one meetings between our ExCo and OpCo managing directors and other leaders to discuss employee-related matters • Regular ExCo market visits where leaders interact with teams at all levels of the business Interests and concerns In addition to staying safe from Covid-19, our people continue to be primarily interested in developing their careers and broadening their skills. Outcome and actions We’re working to continue to attract, develop, and retain a highly skilled, diverse and engaged employees. To this end, we’re focusing on building a supportive and agile culture, centred on simplicity and accountability – one that allows us to quickly respond to the changing needs of our customers. This year, we continued to look after the safety and wellbeing of our people through awareness campaigns around Covid-19 safety and general tness, fully paid medical cover,our employee assistance programme, free Covid-19 testing and on-site vaccinations. We also supported employees working remotely with more exibility tohelp them balance home demands and business needs. Our latest bi-annual employee engagement survey achieved an 87% response rate, with an overall engagement score of 79%. 27 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Stakeholder engagement continued We also worked to enhance career opportunities and lifelong learning through a new initiative called Africa Mobility, where employees can take on assignments in other business areas and countries to learn new skills, support key initiatives and advance their careers. This is in addition to our critical skills training in areas like IT and data security and our leadership programmes to prepare people for the future of work. During the nancial year, over20,000 courses werecompleted on our digital training platform. We’re also working to enhance values-led performance through creating useful incentives (our pay-for-performance philosophy) based on improved appraisal analytics and processes. Our communities With operations in 14 African countries, we live and work closely with our communities – doing all we can to support their needs and create positive change. How we engaged during the year We heard from people in our communities through letters, emails and text messages about their individual situations and concerns. Governments and other organisations made public appeals, as well as direct approaches to our operating companies, about key community issues during the year. We also connect to people through our community initiatives, such as the Airtel Touching Lives programme in Nigeria, which received more than 70,000 requests for support in FY’22. Our CEO reports on the ongoing impact of Covid-19 and other emergencies on our communities at Board meetings. The Board also regularly reviews our formal programme of community initiatives. Interests and concerns In FY’22, our communities continued to face health and economic challenges linked to Covid-19. More people were thrown into poverty, and a lack of basic healthcare led to more health issues beyond the impact of Covid-19. Outcome and actions We worked with governments across Africa to transform the lives of some of the most vulnerable people on the continent by: • creating educational opportunities, especiallyfor lessprivileged children • supporting people in times of need and emergency • bridging the digital divide through nancial inclusion and other initiatives Our OpCos worked with governments to continue to help communities deal with the ongoing impact of Covid-19. In Nigeria, we also invested in refurbishing a ward at the Lagos University Teaching Hospital tooer more treatment forCovid-19and other infectious diseases. We also focused on improving access to online educational resources, particularly for less privileged children in more remote locations. In November 2021, welaunched a ve-year, $57m partnership with the United Nations Children’s Educational Fund (UNICEF). Covering 13 of our markets, this partnership will champion digital education for African children through online platforms, connectivity and access to quality digital learning. Seven of our 13 OpCos have already begun initiatives through this partnership, targeting more than 350,000 childrenin 280schools. We supported our communities through a host of other initiatives, including a cyber-awareness campaign in Gabon, a crime prevention partnership with the police in Zambia, and a partnership with the World Food Programme (WFP) using mobile money to provide cash to people displaced by terrorism in the northeast and northwest ofNigeria. For more details about our community support, see pages59-61 Partners and suppliers We work with more than 2,400 suppliers across Africa, including mobile brands, IT companies and telecoms infrastructure providers – with the top 100 suppliers accounting for just over 88% of our procurement. How we engaged during the year We continued to engage with our top suppliers during the year at both Group and OpCo levels. The Board receives regular information from these engagements through the CEO’s report. During the year, our CFO also presented a discussion paper covering payment terms, payment practices and vendor liabilities. The chief supply chain ocer also attended the Board meetings on two occasions to provide a functional report which included feedback on our relationships with suppliers. The Board’s response was then relayed to the business and leaders at the CEO’s regular ExCo and business review meetings. With social distancing still in place during the year, we met suppliers through a combination of online meetings and face-to-face interactions, when it was safe to do so. The relocation to Dubai of our key sourcing team has allowed us to hold more meetings on the ground and improve engagement levels. We met with our major suppliers at least once each quarter, and at major conventions, including MWC Barcelona and AfricaCom. These meetings included governance meetings, commercial meetings and, where necessary, grievance meetings. Our OpCo teams continued to discuss operational matters with suppliers at country level, and our partners tell us that they value the proactive approach we take in resolving issues. Many of our partners were, like us, part of providing essential services to communities – and we are grateful to partners on the ground such as fuel suppliers and maintenance workers for helping us keep our networks running and serving customers. Interests and concerns We have a strong track record of partnership and many partners seek us out to discuss win-win solutions. Partners and suppliers also provide information on the latest developments and support us with the adoption of new technologies, and we discuss sales and project plans, bids and proposals, and payments. Outcomes and actions In November 2021, we concluded an agreement with new partner Cisco for upgrading our Call Centre Technology Platform (CCT). We have been using our CCT platform from an alternative vendor for the past veyears and the new partnership with Cisco provides Airtel Africa with the latest technology platform leading to substantially enhanced capability and features. The rollout is in progress. As a result of the launch of our sustainability strategy in 2021 and following an assessment of our current policies and procedures, we will be aligning our supply chain sustainability targets with expectations we have from our top 100 current vendors in 2022 and beyond. For more information about our Code of Conduct and the modern slavery statement, see our website www.airtel.africa Strategic report 28 Airtel Africa plc Annual Report and Accounts 2022 ![]() Regulators and governments Withmobile telecoms andnancialservices seenas essential services we continued to work closely with governments and regulators to build digital and nancialinclusion. How we engaged during the year Wework hard toinuence and stay ahead ofregulatorychanges in the 14 dierent countries where we operate. Our Board continues to have a productive and open dialogue with regulatory bodies and policymakers and sets high standards of governance across our business. A special adviser to the chair and the Board provides advice to the management on political, legal and regulatory issues regarding our strategy in Africa. The Board has empowered the CEOs and chief regulatory ocers of ouroperating companies torepresent them at country-level engagements with governments and regulators. Management also informs the Board about regulatory developments in the markets each month. From time to time, we also commission audits to verify levels of regulatory compliance. In FY’22, we continued to engage with governments to understand key policy considerations and the direction in which governments are driving their countries. Due to the ongoing pandemic and travel restrictions, much of our engagement with government and regulators was held online through video conferencing. We engage in a variety of ways with regulatory stakeholders around potential changes to licencing frameworks, market and competition structures, newgovernment policy initiatives and new laws aecting our business. Depending on the complexity of the issue and the level of the stakeholder, amatter might bedealt with byour regulatory aairs directors, orour Group chief regulatory ocer working alongside a local team, or directly by our Group CEO or chair. Interests and concerns Governments and regulators continued to monitor the ongoing health and economic emergency, and to cooperate closely with industry in doing so. Across Africa, the focus has been on opening up society safely,removing government support when appropriate, and continuing to improve data security. We’ve seen Know Your Customer requirements enhanced across many of our markets. Governments also closely monitored telecoms providers to make sure the industry was able to meet changing demands related to new patterns of working. Outcomes and actions Governments across Africa continued to support our industry as the pandemic rolled on for another year. We held various discussions with regulators to release spectrum that had initially been allocated on a temporary basis more permanently to accommodate ongoing patterns of working from home. As lockdowns eased and businesses started to get back to normal, governments also allowed mobile nancial service providers toonce again charge transaction fees. In some countries, governments began to raise taxes and remove tax rebates that businesses and employees had enjoyed in FY’21. Regulators in some markets (Nigeria, Niger, Kenya, Tanzania, Uganda and Zambia) worked to improve security by enhancing Know Your Customer requirements – see page 23 for more. Telecom operators continued to enjoy recognition as essential service providers. This helped us keep our networks open and people and service providers connected. And it meant our employees could continue to maintain facilities, distribute SIM cards and Airtime, and serve our customers. Engaging with our stakeholders 5 Follow upon remedies/eciency assessment 2 Promote your requirements 3 Internal and external controls 4 Gaps and remedies identication 1 Know your requirements #### Our #### compliance #### management #### system Over the last reporting year, we rolled out a new way of managing compliance to our 14 operating markets. This involves ve steps: 1 Understanding and mapping the regulatory requirements inthe specic country 2 Cascading relevant regulatory requirements to business units so they know what is expected ofthem from acompliance perspective 3 Auditing the level of adherence to compliance requirements – this is done by the regulatory function, internal audit and sometimes externalauditors 4 Identifying gaps in meeting compliance requirements, analysing the cause and proposingremedial action 5 Implementing remedial measures and repeatingthecycle This process has helped our operating companies become more aware of the compliance requirements in their markets, leading to improved compliance overall. 29 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Stakeholder engagement continued Shareholders Through their investments, our shareholders enable us to deliver our strategy and create long-term value and ongoing business success. How we engaged during the year Our engagement with investors is led on a day-to-day basis by our investor relations team who maintain a two-way dialogue between the investment community and Group management, executives and theBoard. Wewant to encourage shareholder participation byunderstanding and acting on shareholder feedback and by being clear and transparent when communicating with our shareholders. To this end, in FY’22 we: • Held interactive conference calls with analysts and shareholders on the day of our quarterly results announcements • Held virtual investor roadshows after publishing our full year and half year results in May and October 2021, as well as ad hoc meetings and calls with both existing and prospective shareholders • Attended online investor and industry conferences throughout the year to allow both existing and prospective shareholders opportunities to speak directly with our executive management • Proactively engaged with the sell-side equity research community • Through briengs toanalysts and the press, encouraged shareholders to attend our hybrid AGM in June 2021 and to vote on resolutions • Collected andreviewed feedback fromshareholders on our engagement with them The CEO provides monthly insight to the Board on all investor relations activities and associated feedback. Led by our deputy CFO and head of investor relations, this report includes a summary of shareholder and share price market activity and commentary on investor meetings, roadshows and equity research analyst coverage. The Board also receives regular updates direct from our brokers. As set out in the remuneration report, our Remuneration Committee consults with shareholders each year on remuneration policy and, as part of this, the committee chair engages directly with shareholders and their representative bodies. For more information about our Remuneration Committee, see page 98 Interests and concerns Understandably,investors continue tofocus on ourbusiness nancials. They expect tosee sustainable protable growth, free cash ow and dividends, and sustained high standards of governance at Airtel Africa. Many shareholders are interested in our outlook on trading and market demand, our guidance for FY’23 and beyond, our approach towards addressing foreign currency risks and particularly our progress in improving our natural currency hedging by localising debt in our operating companies, and our repatriation of funds from the OpCos to Group level. They arealso interested in ourother nancial targets, our approach to capital allocation, and particularly our dividend policy. In light of the increased interest in our approach to environmental, social and governance-related policies and matters, we have worked closely with shareholders to develop our sustainability strategy this year. Outcomes and actions With the insights provided in monthly Board updates, our directors are able to take major strategic and operational decisions with a good awareness of theviews of our shareholders. In response to increasing demand from investors and other stakeholders, in 2021 we began to formally articulate how our strategy and business model align with environmental, social and governance best practices. This led to the publication of our detailed sustainability strategy in October 2021 and has informed our ESG agenda. We’ll publish our progress against this strategy in our rst Sustainability Report later this year. For more information about our sustainability strategy, see pages 43-58 Transforming lives spotlight Supporting our hospitals during Covid-19 In response to Covid-19, we’ve formed a partnership with one of the leading University Teaching Hospitals in Nigeria – The Lagos University Teaching Hospital (LUTH). This year, with our support, LUTH successfully renovated and remodeled an entire 111-bed ward in its medical wing to improve the access to quality and aordable health care inNigeria – part ofour commitment to helping our communities build back stronger in 2022. For more information on how we manage our risk related to Covid-19, see page 83 Strategic report 30 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our strategy #### Our ‘Win with’ strategy is #### underpinned by our sustainability #### strategy and delivers long-term #### value for all our stakeholders. #### We’re transforming lives across sub-Saharan Africathrough products, #### services and programmes that foster #### nancial inclusion, drive digitalisation and empower our 128.4 million #### customers and the communities in which they live. To continue to serve #### our vision of enriching the lives of our #### customers, we have a clear business #### objective: to grow market share protablyandcreate superior #### enterprise value while delivering #### our sustainability strategy. Our ‘Win with’ strategy has six strategic pillars through which we aim to deliver sustainable, protable growth. Underpinning each pillar are two constant themes that inform everything we do: digitalisation, and our commitment to contribute to sustainable development and responsible business through our sustainability strategy, which is described on pages 43-58. Working with the governments and institutions of the countries in which weoperate isa central element ofour strategy.We aimto help them realise their goals for sustainable development by working to expand connectivity and mobile money services as parts of digitised, dynamic, andnancially-inclusive economies, while ensuring our strict and continued compliance with local laws and regulations. Weaim toact asa responsible business atall times. That means doing business transparently and with asound governance structure. It also means being a good partner and an active contributor to society, by creating jobs, paying taxes and respecting the environment. Wealso continue to support communitiesby working with local stakeholders on our longstanding commitment to improving digital education, improving health and supporting communities through disaster relief, as described onpages 59-62. Win with data Win with people Win with cost Win with distribution #### Transforming #### lives Win with network Win with mobile money Accelerated by our commitment to #### Digitalisation Underpinned by our #### Sustainability strategy 31 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Win with network #### We aim to create a leading, modernised #### network that can provide the data #### capacity to meet rapidly growing #### demand and enhance connectivity #### and digitalisation in our markets. #### That means improving basic network uptime, quality and resilience #### as well as expanding our network footprint and our 4G capabilities. Our progress in FY’22 Delivering best-in-class service and 4G networks in our markets remains a key focus, and our goal is to be the market leader everywhere we operate, while continuing to include more people in our network, particularly inunderserved rural areas. This yearwe continued to invest in making our data network more resilient and expanding the potential of our 4G network, investing in data centres that can also provide revenue streams from third-party users, and evolving our bre network to add additional bre routes to our customers, strengthening the stability and continuity ofour service. Wecontinued toimprove our bre provision in metro, intercity, and international networks, including throughcost-eective partnerships and co-investment programmes. Our investment in new and existing sites has enabled us to increase data speeds aswell as coverage. Inaddition toour KPIs, below,we track our progress by measures that include rural population coverage: this year, that increased from 65%to 68%. Wealso measure the number of new sites in rural areas, a target that supports our sustainability strategy: this year we added almost 1,400 new sites in rural areas. How we measure progress Wemeasure network through anumber ofKPIs, described onpages 17-19, including: Total sites and data capacity: we deployed more than 3,400 additional sites, reaching 28,797 sites in total asof 31 March 2022. During the year, we added 3,900 more sites to3G (96.5% ofsites on 3G),5,800 more sites to4G (87.6% ofsites now on4G)and added an incremental 10,000 km ofbre (64,500+ km ofbre asof 31 March 2022). Data capacity increased by40.4%to 16,900+ terabytes (TB) per day, with peak hour data utilisation at46%. For information on how we manage risk, see pages 80-86 For information about our sustainability, see pages 43-58 #### Focusing on rural coverage #### expansion through new site rollouts, #### recognising that access to a reliable serviceisthecriticalrststepfor #### providing previously underserved #### communities with the opportunity #### for digital and nancial inclusion #### Focusing on our network resilience #### and service continuity, and adding #### capacity through aggregation Building and modernising our #### network through optimal end-to-end #### design, including spectrum additions Expanding the reach of 4G coverage #### and building capacity through our 2G>3G>4G approach, and future- #### proong through 5G compatibility #### Delivering best-in-class voice #### service quality while improving #### network uptime Our approach includes: Strategic report 32 Airtel Africa plc Annual Report and Accounts 2022 ![]() Delivering best-in-class service: Uganda Our ability to help transform customers’ lives depends on delivering fast, reliable and responsive services – and on leading the way inour markets. In March 2022, Airtel Uganda wasrecognised as Uganda’sfastest mobile network at the Mobile World Congress (MWC) inBarcelona, Spain, after speed tests carried out by Ookla, a globalindependent leader inmobile and broadband network intelligence, testing applications andrelated technologies. It isa vote ofcondence inour services – and a reection ofthe consistent investment we continue to makein our networks. InUganda, our 4G network is now country-wide and uses the latest 4G technology.Wenow have 4G mobile coverage of 90% ofUganda’s population. InKampala, 79%of oursites are also connected tobre. This high-quality service hashelped make Uganda one ofour best-performing markets – but we’re not stopping there. We’re already planning our 5Groadmap for Uganda, while continuing to roll out enhancements to our 4G network that will further improve our customers’ experience and open up more opportunities for the digital economy. For our East Africa business review, see pages 64-65 98.7% population coverage in Uganda 57% of our sites arein rural areas in Uganda Our network strategy in action #### Eby’empuliziganya #### byagonjodwa. #### We’ve never been #### so well connected. Nalweyiso Shabibah Hairdresser Nakasongora, Central Uganda 33 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Win with distribution Weaim to buildon ourunique distribution network to increase our ability to reach and serve customers in all our markets. This year we updated the name of this pillar from ‘Win with customers’toreect thefactthatourdistributionnetwork empowers our business by extending our brand and ability tooerinterlinkedservices,aswellasthroughcustomer recruitment and retention. Our progress in FY’22 We have continued to expand our distribution network to get closer to customers, developing our infrastructure so that we could drive customer growth and retention, as reected in the KPIs on pages 17-19. Fast, eective digital onboarding isalso acontinuing priority, bringing new customers to our service in ways that are 100% compliant with local Know Your Customer (KYC) requirements while being as ecient as possible –this year, for example, adapting tonew requirements in Kenya and Rwanda. In Nigeria, weare working aspartners with the government todeliver its national identity number (NIN) programme, which makescollecting NINs arequirement fornew and existing customers. Across every market, wehave now developed anapp for digital registration, and most onboarding processes are achieved in ve minutes or less. How we measure progress Wemeasure distribution through anumber of KPIs, described on pages 17-19, including: Customer base and net adds: Our customer base grew 8.7% to 128.4million asof 31 March 2022. Customer activating outlets grew by 21.0% to251,000+.The overall growth reects ourcontinuous focus on investment in sales and distribution infrastructure in urban and rural markets, including our exclusive Airtel Money distribution channel ofkiosks and branches. Our enhanced distribution channel ensures availability of SIM cards, recharges andmoney oat. Our underlying voice revenue grew by15.4% inconstant currency. For information on how we manage risk, see pages 80-86 #### Strengthening our distribution #### infrastructure to win more quality #### customers by increasing our depth #### and breadth, with a particular focus #### on rural areas #### Enhancing customer experience #### through simplied digital customer onboarding processes, includingthe #### Know Your Customer (KYC) process #### Broadening our oer to enhance #### usage and ARPU, while further #### rening our approach to distribution #### so we can focus faster and more responsively on the needs and #### issues of customers in smaller geographies, increasing our net #### customer reach Our approach includes: Strategic report 34 Airtel Africa plc Annual Report and Accounts 2022 ![]() Never more than 1 km away: getting closer to customers in DRC Less than 26% of the population in Democratic Republic ofthe Congo (DRC)has access to traditional banking – so mobile money is essential to individual and country- wide nancial inclusion and prosperity.But to get the most out of mobile money, the DRC customers need to be able to access it where they live – which is why we’ve set ourselves the goal of ensuring our distribution network serves everyone, and that no-one should have to travel more than 1 km to access Airtel Money. Our aim is to open a dedicated kiosk for every 2,500 people in the DRC, andcreate atleast one Airtel Money branch (AMB) forevery 10,000 people – a programme that will create 4,000 jobs inour network. We’veinvested in pre-fabricated, ready-to-install facilities for our distributors, who also have access to our customised systems for balancing their cash and oat. The programme isworking. In FY’22in the DRC our customer activating outlets have grown by 36%, andAMBs haveincreased by 67%. Our customer base increased by 20.7%. For more about our Francophone Africa business, see pages66-67 36% growth in customer activating outlets in the DRC 20.7% increase in total customers in the DRC Our distribution strategy in action #### Il est plus facile #### que jamais de #### contrôler mes #### nances. #### It is easier than #### ever to control #### my nances. Bibi Sombola Microentrepreneur Kinsuka, Kinshasa (DRC) 35 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Win with data We aim to maximise the value of data- #### based services and increase data #### penetration in all our markets. That means encouraging smartphone ownership and increasing data usage at scale, while increasing accessto the digitaleconomy for customers in all our markets. Our progress in FY’22 Our success in achieving our ambitions for data is closely linked to our ability to extend and maintain fast, reliable networks, and to being close toour customers through distribution. Our network programme in Nigeria, for example, increased our data capacity by40.5%, while we modernised ournetwork inNiger andadded 550+ sites inKenya. Our performance is also linked to smartphone ownership, which again grew this year: 42.6% ofour data customer base nowhas 4G devices, compared to 36.4% last year. Being the leading 4G provider, and oering competitive, transparent data bundles, gives us a competitive advantage when it comes to new customer acquisitions. Airtel Kenya, forexample, launched new ‘Bazu’ data bundles this yearthat oer customers moredata and choice at no extra cost, complementing the rollout of a high-speed 4G network countrywide. Our ability toprovide capacity and excellent digital services alsohelps drive usage. The strong presence of ouroutlets and our marketing investment support this network advantage – this year wecarried out smartphone oerings in 11 markets. As the KPIs below show,our customer base anddata usage both grewin FY’22. Our home broadband customer base grew by 54%, driving revenue from thissegment up by63%. How we measure progress Wemeasure data through anumber of KPIs, described on pages 17-19, including: Data customers, 4G data customers and penetration: Our data customer baseincreased by 15.2% to46.7 million asof 31 March 2022, andnow constitutes 36.4%of our total customer base. Our total data usage increased by48.7% to1,848 billion MB. Data usage per customer per month reached 3.4GB, an increase of 31.0%. 4G data usage contributed 66.7% to total data usage. For information on how we manage risk, see pages 80-86 For more information about our sustainability strategy, see pages43-58 #### Leveraging our 4G network for data ARPU and revenue growth and using our technology to win and/or #### maintain market leadership #### Smartphone oerings for all new #### handsets through well-priced, #### transparent bundles #### Further developing our wireless #### home broadband business Developing innovative products and #### data solutions for corporate and SME #### customers through Airtel Business #### Continuing to focus on data security #### for our customers in line with our #### sustainability strategy Our approach includes: Strategic report 36 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Enabling the rapid #### growthin data use in #### Chadand Niger There isno doubt about the demand for data in our markets – and our strategy aims to meet it by reaching more people with data services by enhancing our data capacity through network modernisationand expanding our4G network, strengthening our unique distribution channels, and oering transparent, well-priced oers that customers love. Data growth in Chad and Niger show this strategy isdelivering. Both countries are landlocked and contain geographically remote areas – but that does not prevent us expanding our distribution network and capacity to winmore customers. In Niger,we increased our exclusive outlets by 61% and customer activating outlets by 48% this year, supported by increase in total data capacity by 55% led bynew bre-sharing agreements to build network resilience. In Chad, continued investment in our network, data capacity more than doubled and a 63% increase in our exclusive outlets alongside a choice of transparent data bundles delivered growth of35% incustomer numbers. In both countries, more people thanever are gaining access to digital opportunities – and data usage grew by 112% in Chad, and 61% in Niger. For more about our Francophone Africa business, see pages66-67 63% increase in our exclusive outlets in Chad 55% increase in total data capacity in Niger Our data strategy in action #### L’internet ore #### des opportunités! #### Data brings #### opportunity! Djamila M. University student Niamey, Niger 37 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Win with mobile money We aim to accelerate the digital ecosystem by rapidly enabling Airtel Money services in all ourmarkets, harnessingtheabilityofaprotable mobile money business to enhance nancialinclusioninsomeofthemost ‘unbanked’ populations intheworld. Our progress in FY’22 We have continued to execute our mobile money strategy, focusing on our distribution network andoat availability, ourtechnology,and our drive toincrease Airtel Money’sacceptance as the currency of choice across the nancial ecosystem onthe path tobecoming a‘nancial supermarket’. As the KPIs below show,these measures havewidened our customer base and driven increased revenues. Our distribution reach continued togrow through our Airtel Money branches, which expanded byalmost 60% inFY’22, andkiosks, which increased by 40%. We also increased the number ofmulti-brand agents in our network by41.7%. Our reach has also been increased by our use of technology as a key enabler for competitive advantage. We are creating design-driven digital journeys forcustomers thatwill underpin ourability tooer afull suite of nancial services. Our Payment Service Bank (PSB)licence has been granted bythe Central Bank ofNigeria in April 2022, and described on page 62. How we measure progress Wemeasure mobile money progress through a number ofKPIs, described on page17-19, including: Airtel Money customer base and penetration: our Airtel Money customer basegrew by20.7%to 26.2 million in FY’22. Airtel Money transaction value andtransaction value per customer: our transaction value grew 37.0% to$64.4bn inFY’22. Transaction value per customer grew 13.9% inconstant currency. Airtel Money revenue and ARPU: Airtel Money revenue grew by 34.9% inconstant currency in FY’22.Airtel Money ARPU was$1.9, up by12.2% inconstant currency. For information on how we manage risk, see pages 80-86 For more information about our sustainability strategy, see pages43-58 #### Further strengthening our #### distribution channel of kiosks, mini #### shops and dedicated Airtel Money #### branches, so customers can access #### assured oat and cash #### Build and scale Airtel Money across #### all our markets #### Make Airtel Money the currency of #### choice by expanding our mobile #### money portfolio through additional #### mobile money services, including merchant and commercial payments, #### benet transfers, loans and savings #### Focusing on technology as an #### enabler and competitive advantage Continuing to recruit customers from #### our mobile services base Our approach includes: Strategic report 38 Airtel Africa plc Annual Report and Accounts 2022 ![]() Staying ahead in a competitive marketplace: Zambia Few regions in the world have embraced the possibilities of mobile money as thoroughly as East Africa. It makes ita dynamic and exciting place to operate, where the sustainable development benets ofdigitalisation are clear – while also being highly competitive, driving innovation and entrepreneurship in our teams. Zambia, our second-largest Airtel Money market after Uganda, isa greatexample of how we’rewinning with mobile money. In FY’22we continued toextend and broaden our distribution network in Zambia through the successful deployment of 391‘mini-AMBs’ – compact outlets thatoer the services of an Airtel Money Branch and can berolled out at scale. They get uscloser to customers and include more people in the nancial ecosystem –reected this year byan increase of 99% in merchant payments, and of 54% in transaction value volumes. By growing even morevisible and available, we’re winning more customers with our aordable products –this year inZambia our customer base grew by25.6%. For more details, see our East Africa business review on pages 64-65 20.7% mobile money customer base growth at the Group level 34.9% mobile money revenue growth in constant currency at the Group level Our mobile money strategy in action #### Kuti nachita intu #### ingi na mobile #### money. #### I can do more #### with mobile #### money. Florence Chipoma Mini-AMB agent Lusaka, Zambia 39 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Win with cost Weaimtoachieveanecientoperational model,leadingtoaneectivecoststructure and improved margins. This enables us to build large incremental capacity at low marginal cost. Our progress in FY’22 Our cost model is focused on ensuring that we can provide substantial additional capacity atmarginal additional cost. We do this through continued network design optimisations, constant focus on value in our inputs and our contracts, and volume optimisation. Increasingly we look for areas where we can share costs and increase our operational resilience while improving ouroer to customers –for example, by exploring optionsto usemultiple bre routes into andout oflandlocked countries through partnerships. How we measure progress We measure cost optimisation through: Underlying EBITDA for FY’22was $2,311m,up by31.2%in constant currency.The growth in underlying EBITDA wasled byrevenue growth and supported bybetter controls onoperating cost. Underlying EBITDAmargin improved to49.0%, animprovement of296 basis points in constant currency.In FY’22we added almost 10,000 kmof new bre which helped us increase data capacity at marginal cost. For information on how we manage risk, see pages 80-86 #### Our cost eciency initiatives, which #### seek to optimise site operational andmaintenance expenses, #### andbandwidth cost #### A detailed analysis of expenses with #### the aim of improving operating #### margins in individual markets #### Ensuring fail-safe network design #### with optimal cost structures, for #### example through multiple bre #### routes and high-capacity IRUs #### Increasing availability of digital #### recharges and self-care services Our approach includes: Strategic report 40 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Win with people We aim to be the employer of choice with a diverse and inclusive work environment that continues to foster a culture of high performance, employeewellbeing, skills enhancement and coaching. Wehave along-term commitment to our people and our employer brand. Our progress in FY’22 Our focus over the year continued to be on three key areas: talent, capability and technology, underpinned by our work to reinforce the entrepreneurial culture and spirit of theorganisation. InFY’22we continued to recruit top talent and reduced our time to hire for key roles, while our internal development programmes resulted in 39% of our promotions into senior management/ExCo roles being appointed internally. We made further progress on gender diversity, reaching 26% women inour workforce. While there isclearly still more forus todo, thisis high relative toour industryinour operating markets. We continued to reinforce our commitment to diversity through activations, including International Women’sDay. We continued to digitise our processes, including through our digital learning platforms, evolve our policies and procedures, including those relating toincreased hybrid working. We also expanded the waysin which we engage with employees, including through a new programme through which employees engage with Human Resources ona monthly basis toput their questions and raiseany issues. Our employee engagement survey continues to provide us with insight and feedback fromour people. Further details of our engagement and programmes, including our employee assistance programme, are on page 27 in ‘Our stakeholders’ section. How we measure progress We measure our progress on people through a number of metrics, including: •Diversity – by gender (26% women in our workforce, 28% women inExCo attheOpCo level) andnationality (employees from 35nationalities) • Skills development – delivered key functional and leadership training through accelerated on-demand learning programmes, which in return improved productivity and overall performance • Employee engagement – our latest bi-annual employee engagement survey achieved an 87% response rate, with an overall engagement score of 79% • Voluntary attrition – the war on talent, especially on the digital front, has contributed to an increase in our voluntary attrition rate from 6.6% to13%. Weare putting measuresin place toensure weretain our toptalent. For information about how we manage risk, see pages 80-86 For information about our sustainability strategy, see pages43-58 #### Accelerating our diverse pipeline #### oftalent to meet current and future #### business needs #### Improving coaching and functional #### skills through our digital learning #### platform, functional programmes #### and cognitive assessments #### Digitising our people processes #### toimprove the overall employee #### experience and make Airtel Africa an #### even more engaging place to work #### Continually improving our processes #### and procedures and evolving our #### work environment to ensure we #### remain an attractive employer that #### recruits and retains the best We will achieve this by: 41 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our strategy continued #### Imiti ikula #### empanga. #### Growing trees #### today become #### tomorrow’s #### forests. Supporting STEM graduates, identifying talent: Zambia There’sa worldwide shortage ofhighly-skilled technical recruits – as well as a global imbalance in the number of women in roles requiring STEM (science, technology, engineering andmaths) expertise. At Airtel Zambia, our graduate programme is helping to address both issues – while working to ensure that we continue to attract and retain the best people tosupport our future growth. In FY’22 Airtel Zambia launched a graduate training programme designed to recruit and train technical specialists with degrees in STEM subjects, including Telecommunications, ElectronicEngineering, Computer Science and Information Technology.In the 12-month programme, trainees work in functional and cross- functional roles and receive training in business, leadership, functional expertise and personal eectiveness, alongside mentoring from adesignated personal coach. We developed the course and attracted applications by engaging with local universities, specically encouraging women to apply – and the response was extraordinary.We hadover 1,700 applications for the 14 places in our inaugural programme, of which half were secured bywomen. We’re delighted by the pilot programme – and will explore ways toexpand it inthe future. 1,733 total applications received #### 7 out of 14 graduateswho joined our training programme are women Our people strategy in action Francescellah Bwalya Oah Electrical Engineering Lusaka, Zambia Strategic report 42 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our sustainability strategy #### Sustainability is at the #### heart of everything we do. Our sustainability strategy, launched in October 2021, sets out ambitious targets and long-term goals to help us deliver onour promise of transforming lives. The strategy responds to the materiality assessment we carried out in 2021. It is supported by clear programmes and initiatives within a simple framework of four pillars, each of which is aligned to the United Nations’ Sustainable Development Goals (UN SDGs), and is designed to deliver real and positive impact. In this Annual Report, we provide an interim, narrative update on our progress since the launch of our strategy, rather than full disclosure. We will publishour rst full Sustainability Report later in 2022, detailing our performance and the progress we have made towards our targets and goals. To succeed, our sustainability strategy must be embedded in all Board decisions and across our operations. Details of our sustainability governance structure can be found on page 99 of this report. Our Sustainability Committee continues to meet monthly to direct and monitor the progress of all the programmes in our strategy. Strategic report 43 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our sustainability strategy continued #### Letter from the CEO The launch ofour sustainability strategy in late2021was asignicant step forward for Airtel Africa. Not only did it set out our ambitious goals to transform the lives of individuals, families, communities and businesses across Africa, it is transforming our business by putting sustainability at the heart of everything we do. Today, our commitment to sustainability underpins all our corporate strategic pillars and it will continue to be a key consideration in every decision the Board and Executive Committee make. Our sustainability strategy is driving our investment inour people and our infrastructure. It isinuencing the development of new products and services. It is informing the partnerships we establish. And, with every operating company, division and business function involved in the delivery of our sustainability strategy, it is transforming our culture and contributing to operational eciency.Quite simply, it isfundamental towho weare andhow we operate. Our sustainability strategy is built around a strong framework that reects our business andthe impact wecan have. The four pillars of our strategy – Our Business, Our People, Our Community, and Our Environment – set out a clear pathway for the business, providing us with focus, and enabling us to set long-term goals and establish detailed programmes to deliver them. This structure ensures we have absolute clarity around the contribution we can make to the United Nations’ Sustainable Development Goals (UN SDGs) and how we can help to address inequality and support economic growth across Africa. #### We have a clear pathway #### to ensure we deliver on #### our purpose and build our #### business on a foundation #### of sustainability. Olusegun Ogunsanya Chief executive ocer #### Pillar 1 – Our business Our ambition is to increase digital inclusion in Africa through the expansion and increased reliability of our network. This will provide the connectivity to contribute to the economic growth of individuals, families, communities and nations across the continent. Our ongoing commitment is to provide rewarding employment opportunities and to achieve genuine diversity and inclusion at all levels across the business. #### Pillar 2 – Our people 44 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Since the launch of the strategy, I have been delighted to welcome Olubayo ‘Bayo’ Adekanmbi into the business as chief strategy, partnerships and sustainability ocer. His appointment underlines our unswerving commitment to achieving our goals and ensuring sustainability remains at the heart of our corporate strategy. Bayo is building a team to oversee and support the implementation of our sustainability programmes with a dedicated environmental and social lead already in place. We have pledged to be transparent throughout the delivery of our strategy. Publishing our goals and programmes and reporting regularly on our progress allows our stakeholders to track our performance and hold us to account. I look forward to sharing Airtel Africa’srst Sustainability Report before the end of2022and, prior to that, providing details ofour specic decarbonisation pathway. We have always been dedicated to our corporate purpose of transforming lives. Now, with long-term goals and credible programmes established, with every part of the business involved, and with a genuine commitment to protecting the environment, we have a clear pathway to ensure we deliver on our purpose and build our business on a foundation of sustainability. Olusegun Ogunsanya Chief executive ocer #### Message from the Board I am pleased that Airtel Africa’s new sustainability strategy and long-term commitments have been received positively by the company’s stakeholders. Investors, regulators, suppliers and partners can now see how the Group plans to work with them for the many years that this strategy will drive the business. The transparency that has been built into the strategy means they can have complete trust in the journey that Airtel Africa has embarked upon and can track the company’s progress. We all know that even the best laid plans sometimes need calibration along the way and that these can cause delays or force a rethink – I know that Airtel Africa will be open about any issue or challenge it encounters along the pathway to the goals it has set. This is important as it allows peers in Africa and the wider global telecoms industry to learn and to collaborate to address any problem that may arise. The most critical stakeholders, however, are the people that make this business and the communities across Africa that it serves. With the Board of Airtel Africa absolutely focused on the delivery of this strategy,employees inevery market can havecomplete condence that the Group is working actively to build an ever-more inclusive and supportive working environment where everyone will have the opportunity todevelop their potential and build ourishing careers. And I am determined to ensure that every one of the individuals, families and communities the Group serves in 14 markets recognises the value Airtel Africa brings and can access the growing range ofservices thatare designed, specically,to transform their lives and futures. In the six months since launch, there has been progress across all the goals that have been set. I am delighted that, through the expansion of Airtel Africa’s business across the continent, the Group has achieved a 2.1% increase in the number of people in both urban and rural areas that can access the network. This is key to driving digital inclusion and underpins all Airtel Africa’s work to increase children’s access to education. In addition, growth in the number of women using Airtel Money indicates that the company is making a contribution to female economic empowerment on the continent. I am pleased that diversity and inclusion has been embedded in every aspect of the business – including increased female representation at board level – and the appointment of environmental ocers ineach market isalready improving the Group’s environmental performance. Airtel Africa hastaken the rst steps on along journey,and I am excited to see the impact of the developments it will be introducing over the coming months and years. Annika Poutiainen Independent non-executive director and Airtel Africa’s sustainability champion Our ambition is todrive digital and nancial inclusion and access to education for people and communities across Africa through the provision of data and mobile services underpinned by our network expansion. This is vital to the positive transformation of lives across Africa. Our ambition is to address and minimise the impact of our operations on the environment. This is critical for the world we live in. #### Pillar 3 – Our community #### Pillar 4 – Our environment 45 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Pillar 1 – Our business #### Our ambition is to increase #### digital inclusion in Africa through #### the expansion and increased reliability of our network. This will provide the connectivity to #### contribute to the economic growth of individuals, families, #### communities and nations across #### the continent. SDG alignment #### Our sustainability strategy continued This pillar of our strategy sets out the programmes we are introducing to ensure our services and the way we work meets our commitment to transforming lives. Our ambitions are togive our customers condence that we are working towards implementing industry-leading data security, to increase digital inclusion in Africa through the expansion and increased reliability of our network, and to ensure our suppliers are aligned with our sustainability priorities. Achieving the three goals in this pillar will provide individuals, families, communities and nations across the continent with secure data and increased connectivity that will support economic growth. We have made good early progress on all our programmes. We are on target to deliver against our rst milestones for our datasecurity and service quality goals. We are also introducing key events for our main suppliers over the coming months to ensure they are completely aligned with our ambitions and to support delivery of all the key initiatives in our supplier management goal. #### Our data security goal Our goal is to establish industry-leading data security for our customers. We will achieve this through investment in technology and expertise, updated processes and consumer awareness, delivered through programmes with clear targets and timelines. MATERIAL TOPIC: DATA SECURITY Our progress Data security is Airtel Africa’s priority material topic – this ishighlighted in the risks section of this report on page 84. Over the six months to 31March 2022, the business hasmade good initial progress against three ofthe targets we setout around condentiality,integrity and availability. For our target of embedding the best tools andtechnologies , we havestarted developing the rst stage ofour security upgrade programme. We anticipate that this will be completed by June 2024 and will ensure we deliver on our milestone within this goal: the implementation of a complete security upgrade programme by 2025. In addition, we have started work on the introduction of a policy to ensure that all legacy security platforms which are not supported by suppliers are replaced by 2025. Over the last few months, we have begun a detailed process to identify all legacy security platforms and we expect tocomplete this work byAugust 2022. Once nalised, we are planning to establish a programme to replace all outdated security solutions by October 2022. Another of our targets is the development of an industry-leading in-house team , and we are pleased to report progress with the appointment of aGroup chief information security ocer inJanuary 2022 to ensure that data security is, and remains, our top business priority. Additional recruitment to build a strong and focused team is underway. Finally, we have also set a target to build the resilience of our processes and, by 2030, establish a best-in-class recovery plan for our core network and IP services to be deployed during natural disasters. By 31 March 2022 we hit our target of implementing an approved Network Recovery Plan andDisaster Recovery testing guidelines for core network and IP services in all our markets. #### Our service quality goal Our goal is to provide underserved communities with access to reliable network and connectivity across our 14markets. Providing network accessibility to rural areas iskey to building digital inclusion. We will achieve it through the rollout of new infrastructure sites and technology,and improved bre connectivity and capacity delivered through programmes with clear targets and timelines. Our progress Our service quality goal is focused on three key areas – increasing accessibility to our network, improving customer experience through new oerings and technologies, andbuilding the speed and reliability of ourservice – eachof which issupported byspecic targets. Delivering on these targets allows us to provide millions more people in urban and rural areas across Africa with fast and reliable access to broadband. We have made progress against all three of these key areas. Our rst target focuses on increasing the percentage of people who have access to our network , with the ultimate goal of achieving 88-90% penetration in each market by 2030. We will achieve this through the rollout of new 2G, 3G and 4G sites, increasing the number of people in each of our markets who can access our network. Our progress in the past six months: 78.26% have access to 2G +0.83% 72.23% have access to 3G +0.96% 62.59% have access to 4G +4.53% Our second target includes a commitment to building an uninterrupted service and improving customers’ experience of using our network. Specically,we areworking towards exceeding regulatory KPIs and achieving a network availability rate of 99.99% by 2030. We are on track to achieve our milestones and our network availability stands at 99.52% as of March 2022. In line with our third target, we are building the reliability and speed of our service forpeople across Africa through the rollout of bre in our network. Not only will this provide customers with faster mobile connections but it also improves the resilience of our connectivity infrastructure. As of 31 March 2022, 15.7% of our sites and 55.4% of ourdata centres havebre connectivity –this represents an increase of 1.4% and 0.6%, respectively, since the launch of our sustainability strategy. Strategic report 46 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our supply chain goal Our goal is to ensure all our suppliers are aligned with our sustainability agenda. We will achieve this through programmes to increase supplier disclosure and audit their Environmental, Social and Governance (ESG) performance. This way we can monitor suppliers’ compliance with legal and regulatory requirements, respect for human and labour rights, and work to minimise their environmental impacts. MATERIAL TOPIC: SUPPLYCHAIN Our progress We understand we have a responsibility to drive improvement across our entire value chain. We have set a supply chain management goal which will build on the standards and disclosure we expect of all our suppliers and will introduce a process of regular monitoring. The goal we have set is structured around two focus areas: 1 enhanced due diligence which will increase the level of disclosure we expect of suppliers during the onboarding process, and 2 improved ongoing monitoring of suppliers’ ESGcompliance,policies and controls through the full term of suppliers’ contracts. Wehave specic targets to supportboth of these focus areas and have made good progress in the six months to 31 March 2022. To ensure enhanced due diligence for new suppliers, we are in the process of developing a detailed questionnaire to be completed by any company applying for a contract with Airtel Africa. In addition to covering standard ESG requirements, itwill also include specic questions relating tothe areasthat wehave identied asmaterial topics. We will test this questionnaire before we introduce it during 2022. We have also made progress against our targets to improve our ongoing ESG monitoring of existing suppliers. In 2022 we will be holding an event for our top 100 current vendors (who represent approximately 90% of all our purchase spend) to present our entire sustainability strategy and explain exactly what we expect of them in line with our supply chain goal. We will be asking all these existing vendors to complete our new questionnaire to ensure we have the same level of detail on both new and more established supplier relationships. In addition, and in line with our targets, on 31 March 2022 Airtel Africa joined the Joint Alliance for CSR (JAC). JAC veries andassesses CSR implementation across the leading suppliers tothe ICT industry. JAC members collaborate to ensure best practice in the shared supply chain and this collaboration has signicantly increased the number of audits and corrective programmes that have been implemented, driving improved standards across the supply chain. We will implement a periodic audit process for vendors to monitor compliance with ESG criteria by 2023. Service quality in action #### Maintaining our services when they’re #### needed mo #### st: Malawi One of the most important ways we can serve our customers is by keeping our networks available, especially in hard times. In Malawi in early 2022, tropical storms, cyclones and heavy ooding led toa tragically high number of deaths, as wellas destruction and disruption that aected nearly amillion people. Power lines and roads were destroyed, bridges washed away, and power stations were put out of action. The extreme weather had an impact on our operations, too, with equipment damaged, vehicles lost, and travel made highly challenging – and initially we had outages at 15% of our sites. Our Malawi teams took immediate action to restore our network, despite the ongoing conditions. On the day following the worst event, Tropical Storm Ana in January, they put a plan in place to make sure expert teams and fuel could reach our sites and keep the network running forour customers. Within ve daysour teams restored 97%of our aected sites – meaning that families could keep in contact, government agencies and NGOs could coordinate on the ground, and Airtel Money customers could receive nancial supportfrom their families. It isa clear example of the resourcefulness and determination of our teams – and of our commitment to service quality. Our programmes are set out to #### ensure our services and the way we work meet our commitment to #### transforming lives. 47 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our sustainability strategy continued #### Pillar 2 – Our people Our ongoing commitment is to #### provide rewarding employment #### opportunities and to achieve #### genuine diversity and inclusion #### at all levels across the business #### This goes to the core of who #### weare. SDG alignment We have made encouraging progress against our commitments. Overthe six months to 31 March 2022, wehave updated policies and introduced new measures to improve gender diversity in our candidate pool, supporting our wider initiatives to achieve a diverse and inclusive workforce. We have launched development programmes with a specic focus on driving functional expertise, leadership skills and supporting female university students on their transition to the workforce. We continue to focus on creating a healthy and safe working environment. #### Diverse and inclusive workforce Our commitment is to continue creating a diverse and inclusive workforce –with specic goals ofincreasing the total percentage of female employees from 28% in September 2021 to 30% in 2025, and female senior executives from 25% in September 2021 to 30% in 2025. We will achieve this through recruitment, development programmes and enhancing our work environment. We are proud to be an equal opportunity employer and remain fully committed to diversity and inclusion in our workplace. We have made good progress on our goals, building on our longstanding commitment to diversity and inclusion, which is embedded in our values. Our maternity and parental leave policy and our health and safety policy have both been refreshed and will be rolled out across the business in the coming months. We have strengthened gender diversity within our workforce, as reected in theincrease infemale hires and internal promotions. The proportion of female employees in senior management who were promoted in the last six months was 23.1% as compared to 20% in the rst half ofthe year. We are also committed to welcoming people from a diverse range of communities and nationalities into the business. Our workforce is made up ofemployees from 35dierent nationalities. Finally, we are making progress towards achieving the FTSE Women Leaders Review target of40% female representation on the Board. With the appointment of Tsega Gebreyes to the Board in October 2021, we have 31% female representation at Board level and are working towards 40% by 2025. Currently, female representation at the ExCo level (including OpCos) stands at 28% and we are committed to building on this in the future. #### Training and development Our commitment is to continue to provide all our permanent employees with access to functional and leadership programmes. Ongoing coaching and mentoring programmes aim to facilitate growth and career enhancement. We are working with our external partners to ensure they support us indeveloping the next generation oftalent. As part ofthis, wehave started to roll out coaching and mentoring programmes designed specically to support female graduates and post-graduates into the workplace and to nurture the skills that will allow them to develop rewarding careers. We aresupporting this with internship programmes for female graduates which we arecurrently implementing in Zambia, Republic of the Congo and Niger.In addition, weare setting up ‘leadership potential’ programmes for employees oering dedicated training and counsel to those who have the ability and ambition to take their careers to management level. #### Healthy and safe work environment Our commitment is to maintain a healthy and safe work environment. We are committed to providing the highest standards of health and safety for our employees. We will achieve this through the introduction of a best practice social, health and safety management system, improved policies and full compliance with all local legislation and regulation. Our Health and Safety Committee nowreports tothe Sustainability Committee as well as the Executive Committee (ExCo). This means that health and safety is now addressed as a key component in the delivery of our commitments to our people as well as a critical business and commercial consideration. Supporting this, a new and enhanced Group health and safety policy has been developed and will be launched shortly. This will formalise our approach to setting, monitoring and maintaining robust standards. #### Employee engagement Our commitment is to engage with and listen to our employees. Our people are at the heart of our business success, and we aim to make Airtel Africa a great place to work for our 3,700+ full-time permanent employees. We have always enjoyed a good level of employee engagement and we will not take this for granted, as we are committed to strengthening and building on it. In addition to regular communications, presentations and market visits by members of the ExCo, including quarterly CEO-led townhalls in English and French, we run engagement surveys every two years which provide all our people with the opportunity to share their views. Our previous year’s employee engagement survey achieved an 87% response rate, with an overall engagement score of 79% – we aim to improve further in the upcoming survey. We will continue to listen to our people through management’s daily interactions with teams, our monthly managing director townhalls, our quarterly CEO townhalls and ‘skip level’ meetings with senior managers. We are committed to strengthening and building on our good level of employee engagement in the future. Strategic report 48 Airtel Africa plc Annual Report and Accounts 2022 ![]() This year’s International Women’s Day (IWD) campaign invited people everywhere to imagine a gender equal world, free of bias, stereotypes, and discrimination – chiming with our own ambition to create an organisation where people are included and engaged. So, on 8 March 2022 we celebrated diversity and inclusion across Airtel Africa byarming and supporting the #IWD2022theme #BreakTheBias. Diversity and inclusion spotlight #### Celebrating #### International Women’s Day: #### #BreakTheBias 49 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Pillar 3 – Our community #### Our ambition is to drive digital andnancial inclusionand #### access to education for people #### and communities across #### Africa through the provision #### of data and mobile services #### underpinned by our network expansion. This is vital to the #### positive transformation of lives #### across Africa. SDG alignment #### Our sustainability strategy continued Since we launched our sustainability strategy, we have made progress on all our targets, including reaching more people by rolling out new sites and service centres, serving more customers in rural areas, and expanding our data capacity. At the same time, our landmark partnership on digital inclusion with UNICEF hastaken asignicant step forward: all our relevant markets are now involved in the creation of national rollout programmes, and these have been combined into an overarching continental implementation plan which will guide our work with UNICEF over the coming years. #### Our digital inclusion goal Our goal isto signicantly improve digital inclusion acrossAfrica. We will do this by increasing our retail and support services which will drive penetration in mobile telephony,smartphones and home broadband in rural areas. This is key to addressing the digital divide. MATERIAL TOPIC: DIGITAL INCLUSION Our progress Wehave three specic targets tosupport our goal toincrease digital inclusion: the development of new retail and support centres in rural areas; increasing the number of people who can access our digital services; and promoting convenient payment solutions for all our customers. In the six months to 31 March 2022, we have made progress against all of these targets. Key toour rst target isthe increase ofthe number of people in rural areas whocan access our network from 67.1% in September 2021 to 80% by 2025. Since the launch of our sustainability strategy, we have improved our coverage to 68.2%. As a result of this expansion, we have grown our customer base in rural areas to 63.3 million, an improvement of 6.7%. This progress opens real opportunities for people today and tomorrow – from accessing online education to future employment. Alongside this network expansion, in the last six months, we have increased the number of retail touchpoints by 11.7% to 2.2 million as of 31 March 2022 – ensuring that people also have the retail and support facilities they need to purchase devices and access support. This expansion of our retail network also builds employment opportunities for anyone – regardless of gender or disability – who would like to run an Airtel Africa franchise or open a kiosk serving their local community. Our second target is to increase smartphone penetration from a baseline of 33.6% in September 2021 to 45% by 2025 through collaboration with original equipment manufacturers (OEMs) to develop attractive data bundles for rst-time buyers. Inthe six months to 31 March 2022, our progress has been in line with our expectations, and we have enhanced bundled products in all our markets, increasing smartphone penetration to 34.2%. An example of this is our special ‘Learn from home’ bundles which we launched in Malawi and Uganda for learners to access educational resources. These products are 50-60% cheaper than standard bundles available in the market. Our third target for driving digital inclusion is the development of services to make it easy for customers to top up their balance at any time and from any location, measured by an increase in digital recharges from 39.7% in September 2021 to 60% in 2025. We are creating digital communities that ensure our services are always available to customers by rolling out apps that allow customers to buy additional talk time at the touch of a button. This ease of access to top ups is critical for meeting the needs of people across Africa and, in particular, those in rural locations. We expect to see the number of digital recharges increase in the coming months as a result of thisactivity. #### Our nancial inclusion goal Our goal isto signicantly increase nancial inclusion in Africa – with particular support for women. Wewill do thisthrough the development ofaordable nancial products to meet the needs of the un- and under-banked, a reliable service and nancial condence andliteracy. MATERIAL TOPIC: FINANCIAL INCLUSION Our progress Financial inclusion is a key driver in poverty alleviation and a critical goal of our sustainability strategy. Our work is based around three focus areas: • the aordability ofproducts and services designed to meet the needs of the un- and under-banked • ensuring our services are accessible wherever people are • building awarenessand knowledge among ourcustomers. We have set targets to ensure we deliver and monitor our progress against each of these focus areas. Since the launch of our sustainability strategy in October 2021, we have made strong progress against some of these targets we have set in this goal. As a result of this expansion, our total mobile money customer base across all markets has grown by 20.7% in this time, and transaction value has grown by 37.0%, indicating that our customer base is becoming more nancially active. We have increased the number of women who have become Airtel Money customers andare usingour services. Wewill provide specic details inour rst Sustainability Reportlater in 2022. Finally, in Uganda, we have launched a savings product to advance nancial inclusion –it will berolled out inother markets over the course of 2022. We are commited to designing more savings products targeted specically at women inthe coming months. Financial inclusion of women is particularly important for gender equality and women’s economic empowerment. Strategic report 50 Airtel Africa plc Annual Report and Accounts 2022 ![]() Adopt a school spotlight #### ‘Adopt a school’ in Gombe State, Nigeria Supporting schools in need is an essential part of our sustainability strategy – whether that’s through data, connectivity, or improvements to the school’s buildings and teaching environment. In Nigeria, we’ve adopted 7 schools across the country, providing refurbishment, installing drinking water and sanitation facilities where they’re needed, and helping teachers and students through training and educational resources. The impact can be transformational – often meaning children haveaccess tobooks for the rst time. This year we extended the programme to include the Government Day Nursery and Primary School Pantami, in Gombe State, which serves 7,117 nursery and primary school students. It brings us closer to the communities we share with our customers – and underpins our goal of supporting access to education, everywhere we operate. #### Our access to education goal Our goal is to transform the lives of over one million children through education by 2027. We will achievethis through programmes and partnerships to connect schools to the internet, provide access to quality learning content and support the schools that are most in need. MATERIAL TOPIC: EDUCATION AND DIGITAL LITERACY This goal is central to Airtel Africa’s corporate purpose and philosophy. We know that education is the key to unlocking potential and building better lives, better futures and better economic prospects, and in our sustainability strategy we detail how we will achieve this through three key programmes: 1. Our landmark partnership with UNICEF We are delighted to be working in collaboration with UNICEF to deliver programmes that will have a positive impact on individuals and their wider communities. We believe that education is a right for all children, and we will look for every opportunity to advocate for this as our partnership continues. Wehave agreed ave-year partnership with UNICEF that will drive access to education in 13 of our 14 markets. We signed the agreement on 27 October 2021 and, with UNICEF, have developed a detailed plan to roll out the partnership programme. The partnership is based around three pillars: • advocacy and championing digital education for children • the provision ofaccessiblelearningplatforms • connecting schools to the internet to enable digital learning. In the six months since the partnership agreement was signed, each of our markets has been involved in ‘co-creation’ workshops with UNICEF todene how they can support the three activities, and the work required. The markets then developed detailed country plans. These havebeen assessed andrened and havebeen brought together to create a phased continental implementation plan. 2. Connecting 1,400 schools to the internet by 2027 In addition to our work with UNICEF, we continue our work with a range of partners to provide the infrastructure and equipment necessary to connect an additional 1,400 schools to the internet. Detailed plans have been created in our countries of operation and progress is on track. The number of schools we have connected to the internet will be reported inour Sustainability Report laterthis year. 3. Adopting and supporting schools in every market to bring them up to national standards We have extended our existing programme of school adoption and will report on the number ofadopted schools in ourSustainability Report later this year. #### Education is the key to transforming the future of Africa’s children. And #### access to data and information is key #### to education in some of the remotest communities on the planet. That is #### why our education-focused work on #### the ground in each of our markets #### and through our partnership with #### UNICEF is so vital. Olubayo Adekanmbi Chief strategy,partnerships and sustainability ocer 51 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our sustainability strategy continued #### Our partnership #### with UNICEF We are delighted we have signed and committed to ave-year partnership with UNICEF that will fundamentally transform access to quality education – and therefore life opportunities – for thousands of children across 13 of our 14 markets to 2027. We are committing $57mnancial and in-kind contribution to UNICEF’s‘Reimagine Education’ initiative over the veyears to accelerate digital learning, a rst for the African private sector. In the six months since the launch of our sustainability strategy, we have been working hard on identifying the needs of more than 200 selected schools across the 13 markets. We have developed a continental rollout plan in collaboration with UNICEF focused on the needs of each of the markets and aligned with their national curricula and their readiness to engage with digital learning programmes. Work has started on all three pillars of the partnership, and we are on track tohit our Year One target ofproviding 200,000 children with access to digital learning solutions through connecting schools and multi-media centres to the internet and by providing zero-rated content to students like Abubakar, pictured. “Education is the right of every child. It should be free and fair, with equal access for girls and boys.” Article 28, Convention on the Rights ofthe Child, 1989 Access to education in action #### This partnership reects our #### purpose of transforming lives #### as we seek to invest in children – the future of the #### continent – as well as oer #### them access to quality #### educational content. Olusegun Ogunsanya Chief executive ocer Strategic report 52 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Championing digital #### education Our progress Our stated target is to advocate for ambitious policies and frameworks to ensure children’s rights to education and to promote the tools and platforms to keep them safe online, a key part of our work with UNICEF. In December 2021, our CEO, Segun Ogunsanya, spoke atthe RewirED Summit in Dubai, a three-day event that brought together the most inuential global stakeholders in education. The summit was focused on the need for the global community of policymakers, investors and educators to explore new approaches to tackling education challenges, particularly in developing regions. He also spoke atUNICEF’s rst everGlobal Forum for Children and Youth, which brought together leaders from the United Nations, government, business, philanthropy and civil society. The forum focused on the acceleration of new solutions to create change and mobilise resources to advance child rights to meet the Sustainable Development Goals by 2030. At the same time, our OpCos in Gabon, the Democratic Republic of the Congo and Nigeria took the opportunity to announce the partnership at national level and bring stakeholders to the table to discuss the needs of children and advance the right to education. To further our advocacy,we haveidentied key global and Africa-focused events for our leadership to attend and, as part of every country plan, we have developed an extensive programme ofengagement with national political and funding stakeholders. In addition to the advocacy work already underway, we have a number of local partnerships with UNICEF in place which support and supplement the ve-year Group-level partnership. These include a national programme in Kenya focused on online safety for children. #### Accessible digital #### educational content Our progress Our partnership with UNICEF is also focused on providing learners with access to digital educational content free of charge. As part of the UNICEF-led 'co-creation' workshops, each of our markets developed a detailed roadmap for the rollout of zero-rated content and identied government-supported digital platforms. By 31 March 2022, 15suitable platforms across seven of our markets – Kenya, Madagascar, Malawi, Nigeria, Rwanda, Tanzania and Uganda –had been identied and approved. Also inMarch, the Government of Nigeria, UNICEF, Airtel Nigeria and other partners launched the Nigeria Learning Passport (NLP), an online, mobile and soon-to-be oine learning platform thatwill provide continuous education to three million learners in 2022 alone, and a total of 12 million by 2025\*. The provision of free digital content in these markets began in May 2022. We will work to accelerate the launch of government- supported platforms in other markets, or advocate their development where they do not yet exist. #### Connecting schools #### for digital learning Our progress UNICEF’s ‘GIGA’ initiative aims to connect every school to the internet by 2050. Through the partnership, we are supporting this ambitious goal in 13African markets. We have agreed a phased approach to delivering school connectivity and have identied nine countries forthe rst phase of the rollout: Democratic Republic of the Congo, Republic of the Congo, Gabon, Kenya, Malawi, Niger, Nigeria, Tanzania and Uganda. As of 31March 2022, detailed programmes for all nine countries were approved and will contribute to ourYear One targets ofbringing connectivity to over 250 primary and secondary schools and 30 youth centres. This will ensure that over 100,000 learners and 1,000 teachers will have access to Airtel Africa’snetwork. We will work together to assess schools’ capacity and build capability among teachers as part of the programme. Over the course of our partnership with UNICEF, we will collaborate with other partners in our sector which share our values to support our work and further increase connectivity for learners across Africa. \*Source: https://african.business/2022/03/ apo-newsfeed/12-million-nigerian-students-to- have-increased-access-to-education-through- new-learning-passport/ Three pillars of our partnership with UNICEF Addressing the learning crisis in Africa is a priority forUNICEF.This partnershipisthe rst of its kind. It builds on the expertise and footprint of our two organisations to reach marginalised children with digital learning opportunities. It also creates new approaches to scalable and sustainable results. Rania Dagash Deputy Regional Director, UNICEF –Eastern and Southern Africa 53 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our sustainability strategy continued #### Pillar 4 – Our environment Our ambition is to address and #### minimise the impact of our #### operations on the environment. SDG alignment #### Our greenhouse gas reduction goal Our ultimate goal is to achieve net zero greenhouse gas (GHG) emissions ahead of 2050. To achieve this wemust fully identify, measure and reduce ourGHG emissions which can only be achieved in partnership with our peers and the wider industry. MATERIAL TOPIC: CLIMATE CHANGE Our progress Recognising the impact ofthe climate crisis on Africa, we acknowledge the responsibility we have to limit our environmental impact. We are focused on reducing our direct carbon emissions and are investigating ways tooptimise our operational energy eciency. Wefully support the 2015 Paris Agreement to limit global temperature rises below 1.5°C, and the GSMA Task Force dening the emission reduction pathway for the telecoms industry. In the six months from the launch of our sustainability strategy, we have been carrying out internal assessments, collecting data and working with the Carbon Trust, the leading global environmental consultancy, to evaluate ourcurrent Scope 1,2 and 3GHG emissions and establish a carbon accounting policy, which will guide our approach to carbon accounting and provide an overview of Scope 1, 2 and 3 emissions. It will allow us to accurately set our baseline emissions ahead of target-setting. We have also carried out high-level analysis to identify carbon hotspots in our operations and functions, which will be focus points for our decarbonisation programme. This is essential foundation work for our ‘pathway to net zero’ strategy, which wewill launch ahead of ourrst Sustainability Report, due tobe published later in 2022. Responsible use of energy In the United Kingdom, our energy consumption is approx. 22,000 kWh. As the energy consumption of the UK-incorporated entities in the Group, excluding oversees subsidiaries, is less than 40,000kWh the Company has relied on the exemption set out in paragraph 15(5) of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports)Regulations 2008/410. #### Our environmental stewardship goal Our goal is to eliminate hazardous waste from our operations, signicantly reduce ournon-hazardous waste and minimise our water consumption. We will achievethis through programmes to replace damaging materials, expand recycling schemes and build employees’ awareness around protection of natural resources. MATERIAL TOPIC: CIRCULARECONOMY Our progress Our environmental stewardship goal issupported bythree specic targets: • the elimination of hazardous waste from our operations by 2040 • the reduction in non-hazardous waste by 2025 • reduction in water consumption by 2030. Between the launch of our sustainability strategy and 31 March 2022, our focus has been on the reduction of our non-hazardous waste through established internal processes. We have appointed environmental ocers inall our 14 markets, typically existing facilities managers, so we embed responsible consumption into every aspect of our oces anddraw on anexisting network ofexpertise. In February, we provided training toall environmental ocers andset targets around reduction, recycling and reusing in support of the circular economy. The training covered topics, including monitoring water consumption, reducing electricity usage and responsible disposal of waste. Inaddition, our environmental ocers regularly signup toUN Global Compact’s circular economy training sessions where they learn about global best practice in monitoring standards so they can apply them to Airtel Africa’s facilities. In line with our commitment, we have built on existing waste management initiatives in our markets and have consolidated them under a Group-wide initiative. We are working towards a robust improvement plan for recycling and will report the improvements in our rst Sustainability Report laterin 2022. Reducing ourpaper andplastic waste through eective recycling is particularly important. Therefore, we have carried out an internal assessment to understand paper recycling facilities across all our premises and, where needed, we have begun buying new recycling bins. Currently each market is developing a ‘Green plan’ which will commit them toinitiatives toaddress the specic challenges they face. Once completed and approved, these plans will be incorporated into our Group-wide programmes to deliver our environmental goals. #### TCFD disclosure Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related data. We’re also committed to analysing our climate-related risks and readiness and to working towards achieving the 11 disclosure recommendations of the Task Force for Climate-related Financial Disclosure (TCFD). This is the very start of our sustainability journey. It’sthe right time to assess our current performance and establish a programme to bring our disclosure to at least the level of our global telecoms peers. Governance Disclose theorganisation’s governance around climate-related risks andopportunities. Strategy Disclose the actual and potential impacts of climate-related risks and opportunitieson the organisation’s businesses, strategy and nancial planning where such information is material. Risk management Disclose how the organisation identies, assesses and manages climate-related risks. Metrics and targets Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. In the six months from the launch of our sustainability strategy to 31March 2022, we appointed the Carbon Trust to undertake a thorough gap analysis. This assessed our current disclosure readiness and maturity against the TCFD’s four thematic areas – governance, strategy, risk management, and metrics and targets – as well as against the 11 underlying recommendations. This is part of a wider climate strategy project with the Carbon Trust to establish our carbon accounting policy,dene a credible carbon reduction programme and, ultimately, deliver our long-term goal of carbon neutrality. Strategic report 54 Airtel Africa plc Annual Report and Accounts 2022 ![]() The Carbon Trust has completed the gap analysis based on a thorough review ofpublicly available information, scrutinyof internal documents and ongoing engagement with Airtel Africa to raise questions. It scored our current performance against TCFD’s 11recommendations, usinga ve-level scoring system: Good Practice, #### Our pathway to TCFD-aligned reporting To match the industry uptake of the TCFD and comply with mandatory requirements, we will be enhancing our reporting as outlined below: High, Medium, Low,and No Disclosure. The resulting report shares key ndings and gives uspriority recommendations for actions and a detailed three-year roadmap to align our disclosure with the TCFD’s recommendations. Governance Strategy TCFD recommendations CarbonTrust gap analysis Airtel Africa response Annual Report 2021/22Annual Report2022/23Annual Report 2023/24 Page Describe the Board’s oversight of climate- related risks and opportunities Describe the climate-related risks and opportunitiesthe organisationhas identied over the short-, medium-, and long-term Describe management’srole inassessing and managing climate-related risks and opportunities Describe the impact of climate-related risks and opportunities on the organisation’sbusinesses, strategy, and nancialplanning Describe the resilience of the organisation’sstrategy, taking into consideration dierent climate-related scenarios, including a 2ºC or lower scenario Current status and roadmap 56 57 Partial Partial Partial No No Disclosures nowdescribe CROs and the Board’s oversight and management’s role Disclosure nowdescribes how the Board considers climate-related issues Process started to dene short-, medium- and long-term time horizons and ensure these are aligned with our business, strategy, and nancialplanning Set CRO review as a recurring Board agenda item (via Sustainability and Audit and Risk Committee reports) Undertake fullassessment of the CROs to prioritise based on likelihood, time horizon, and magnitude of impact (including scenario analysis in this work) Set CRO review as a recurring Board agenda item (via Sustainability and Audit and Risk Committee reports) Undertakeand disclose ‘deep dives’of prioritised CROs to fully understand nancial, business and strategy implications Disclose how ‘deep dives’ inform formulation of strategic and business planning Risk management Metrics and targets Describe the organisation’s processes for identifying and assessing climate- related risks Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and riskmanagementprocess Describe the organisation’s processes for managing climate-related risks Disclose Scope1, 2 and, ifappropriate, Scope 3GHG emissions and the related risks Describe how processes for identifying, assessing, and managing climate- related risks are integrated into the organisation’soverall risk management 58 58 Low No No No No Disclose theprocess for identifying andassessing climate-related risk described Analysis of GHG emissions for Scope 1, 2 and 3, and pathway to net zero currently ongoing Ensure ongoing integration of climate-related risk considerations into overall risk management activities Measure and disclose Scope 1, 2 and 3 emissions and setscience-based reductions targets Develop metrics and targets linked to specic CROs Develop processes to monitor theemergence of new CROs and ensure their ongoing integration with existing risk taxonomy – discloseexamples of how processes have informed decisionson mitigating actions Disclose progressagainst science-based targets Describe the targets used by the organisation to manage climate-related risks andopportunities and performance against targets No 55 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our sustainability strategy continued #### Governance Describe the Board’s oversight of climate-related risks andopportunities The Board has overall responsibility for the management of Airtel Africa’sclimate-related risks and opportunities (CROs). Our Board maintains this oversight through two of its committees – the Audit and Risk Committee and the Sustainability Committee. The Audit and Risk Committee oversees our risk management processes, including the assessment and mitigation ofCROs. The Sustainability Committee, meets monthly and is responsible for implementing our sustainability strategy, including the climate response actions addressed within the environment pillar of the strategy. Our CEO currently chairs the Sustainability Committee and attends every Audit andRisk Committee meeting and those of the Executive Risk Committee (ERC). He provides adirect link tothe management of CROs asdoes our Board sustainability champion, Annika Poutiainen, who also attends Board, Audit and Risk Committee andthe Sustainability Committee meetings. Annika reports to the Board on the work of the Sustainability Committee and, together with the CEO, supported by relevant members of the management team, will seek approval for any actions. Describe management’s role in assessing and managing climate-related risks and opportunities Through the ERC, management oversees our risk management processes, including the assessment and development of mitigation actions forCROs. The ERC meets ona quarterly basis. Our Executive Committee (ExCo) ensures that our climate actions are integrated into our operational business strategy. The two components of our strategy towards CROs are environmental stewardship and reduction in GHG emissions. In light ofthis two-pronged approach, ourchief technology ocer and chief supply chain ocer jointly lead the ‘Our environment’ pillar of our sustainability strategy. Our materiality assessment shows that energy use from our data centres, network operating centres and infrastructure sites constitute a large percentage of the total energy consumption within our business. So,our chief technology ocer oversees our strategy to bring energy-ecient initiatives into ourcore operational process. A signicant percentage of ourinfrastructure sites(93%) is owned by tower companies (towercos) and we lease space from the towercos. Our chief supply chain ocer leadsour eorts to generate climate action from ourtowerco vendors toachieve energy eciency and reduce GHG emissions. We have also appointed a chief strategy, partnerships and sustainability ocer tolead our climate actions and ensure aseamless integration between our business strategy and climate response actions. The chief strategy,partnerships andsustainability ocer is a member of the Group ExCo and reports to our CEO who chairs the Sustainability Committee. Audit and Risk Committee (ARC) Oversees our riskmanagementprocesses, including the assessment and mitigationof climate-related risks Executive Risk Committee (ERC) Identies, assesses and develops mitigation actions for climate-related risks Sustainability Committee Responsible for the implementation of oursustainability strategy,including climate response actions within ‘Our environment’ sustainability pillar ExecutiveCommittee (ExCo) Ensures integration and implementation of climate-related actions within functional strategy and operating plans Airtel Africa plc Board Overall responsibility for the management of the Group’s climate-related risks Chief strategy, partnerships andsustainability ocer Responsible for leading the implementation of our sustainability strategy, including its climate-related actions Board Committees Executivemanagement Strategic report 56 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Strategy: risk and opportunities Describe the climate-related risks andopportunities the organisation has identied overthe short, medium, and long term Category Risk type Nature of impact Planning horizon Transition risks Customer pressure Revenue loss due tocustomers choosing more environmentally conscious brands Medium (ve years) New regulations Regulations and attendant penalties or carbon taxes could adversely impact protability Medium Shareholder/stakeholder advocacy Lack of acredible action on climate change could result in increased stakeholder advocacy negativelyimpacting our operations Short (three years) Reputation Damage to brand reputation arising from a perceived lack of action on climate initiatives Short Physical risks Flooding attributed to rising sea level or an increase in rainfall Increase in frequency andseverity ofooding attributed to rising sea level and/or increases in rainfall could damage company infrastructure Long (ten+ years) Extreme weatherevents, such as tropical storms, cyclones, typhons Increase in the frequency and severity of extreme weather events could result in damage to company infrastructure Long Heat Increase in extreme heat events and days could increase cooling requirements andcosts andnegatively aect company infrastructure Long Business disruptionsLoss of revenue and productivity due to business disruptions attributed to climate-related physical events Long Opportunities Enhanced market valuation Improved ESGperformance will have apositive eect on share price performance and investor perception Short Access to capital Increased access toand lower cost ofsustainable nancing options Short Cost eciencyAdopting energy ecient methods and cheaper environmentally friendly business processes will improve cost eciencies Medium Reputation Improved company reputation will help us to attract and retain customers and employees Medium Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy andnancialplanning During the nancial year, werevised our“Win with”strategy toembed sustainability as a key enabler of each of the strategic pillars. This reects our ambition to deliver protable growth in the long-term by integrating sustainability into the core of our business strategy (see pages 43-58). ‘Our environment’ pillar, encompassing climate risks and opportunities, is one of the four pillars of our recently published sustainability strategy. This highlights our focus on environmental stewardship and our ambition to achieve net zero within our operations. See pages 31-42 for more information about our strategy. This nancial yearwe completed aclimate riskassessment. This identies both transition and physical risks which could aect our business inthe shortto long terms. Wealso considered each CRO within our business, strategy, and nancial planning horizons. See table on page 57 for time horizons for each ofthe CROs. Our current impact assessment ofCROs is qualitative. Wehaven’t yet completed aCRO impact quantication, scenario analysis ortesting for strategy resilience. We plan to integrate this into our sustainability reporting as we adopt a systematic and structured approach for identifying, assessing, and monitoring CROs. Our risk assessment has already identied mitigation actions which arebeing integrated into our operational strategy. For example, in addressing transition risks in relation to stakeholder expectations, we’ve started work with the Carbon Trust to accurately capture andreport all GHG emissions within ouroperations, including our supply chain. In parallel, Airtel Africa has joined industry initiatives, such the GSMA Climate Action Taskforce and the Carbon Disclosure Project to work with industry peers tond common solutions to address the climate crisis. We’ve started an industry-leading approach to meet the challengesof creatinga credible carbon reduction planwithout a viable industry-wide solution to diesel powered towers, and the reporting and accounting of emissions from leased towers. Our aim is tond andagree a common industryapproach to ensure credible long-term decarbonisation plans and targets. Describe the resilienceof the organisation’s strategy, taking intoconsideration dierent climate-related scenarios, including a 2 O C or lowerscenario Following the Group’s risk assessment onits CROs inline with the TCFD’s recommendations, we have initiated a scenario analysis for the identied climate risks (physical andtransition) andopportunities which weexpect to report in the Annual Report 2022/23. The outcome of the scenario analysis exercise will improve the Group’s resilience and preparedness to address climate risks in a varying range of possibleoutcomes. 57 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Risk management Describe the organisation’s processes for identifying and assessing climate-related risks We have a robust enterprise risk management process which is uniformly implemented across all our operating subsidiaries. Our process for identifying and assessing climate-related risks follows our established risk management framework. The classication ofclimate risk has been completed using the TCFD’s recommendations around physical and transition risks. See page 80 for details of our enterprise risk management framework. As climate change has been recognised by the Board as an emerging risk, this receives the ongoing attention of the ERCand the Audit and Risk Committee aspart ofour risk review process. Wemitigate physical climate risks through our business continuity management processes, as well as the current initiatives to address transition risks detailed within the environment pillar of our sustainability strategy. Describe the organisation’s processes for managing climate-related risks The ERC assess and mitigate climate-related risks, with oversight bythe Board through the Audit and RiskCommittee. Our Board’s Sustainability Committee also oversees the implementation of oursustainability strategy,including climate-related actions and programmes related to our environmental objectives. We have also appointed achief strategy, partnerships and sustainability ocer, amember ofour executive management team, who isprimarily responsible for the design and implementation of our climate responseactions. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management Wehave identied and assessed our climate-related risks based on likelihood and impact and are developing appropriate quantitative metrics for measuring and tracking the climate impact of our operations. Determining current baseline metrics will allow us to carry out scenario analysis to guide our climate action plan and monitor and report on ongoing processes. We intend to publish our pathway to net zero later thisyear, when we’ll provide data onour GHG emissions baseline, pathway to net zero and scenario analysis in line with the TCFD recommendations. Airtel Africa plc has compliedwith the requirements ofLR 9.8.6R byincluding climate-relatednancial disclosures consistent with the TCFD recommendations and recommended disclosures exceptfor the following metrics and targets. #### Metrics and targets While we’re gathering data forour Scope 1,2 and 3GHG emissions, we’re not ready to disclose these and we haven’t yet developed decarbonisation targets. In due course, we will set science-based reduction targets for all emission scopes. This work is already underway, and we’ll disclose our benchmark Scope 1, 2 and 3 emissions when we publish our pathway to net zero programme ahead of ourrst Sustainability Report later this year. We have established sustainability KPIs but haven’t yet developed specic metrics to monitor and manage CROs. Members ofour ExCo arenancially incentivised toreduce our company’scarbon footprint, and our incentive plan includes performance against achievement of ourCROs as part ofour broader sustainability strategy. We have started the process to disclose current and planned workstreams for the next reporting cycle (Scope 1, 2 and 3 and SBTi). Wehave made our rst climate-related nancial disclosures consistent with the TCFD recommendations in compliance with the requirements of LR9.8.6R. #### Our sustainability strategy continued Strategic report 58 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Corporate social responsibility Everyone at Airtel Africa feels strongly about supporting projects and activities that make a real dierence tothe livesof someof themost vulnerable and underserved people on the continent. Alongside the transformational impact we make through our business and its embedded sustainability strategy (see pages 44-58), we’ve long been committed to giving back to the communities in which we operate by partnering with governments and non-governmental organisations (NGOs), and by reaching out directly to individuals and communities to address some of the socio-economic and environmental challenges that face the people around us. As well as our corporate donations in cash or kind, employees volunteer and oer support ina wide range ofcommunity programmes – because this is who we are as a team, and as Airtel Africa people. Our Group-wide approach to key community activities focuses on three main areas: education, health and wellbeing, and disaster relief. #### Focus on education We’ve been committed to supporting education in our communities for many years, because supporting child growth, development and wellbeing is important to everyone at Airtel Africa, and we know that education is a powerful tool for breaking the cycle of poverty and one of the best ways to close gaps in social inequality. It is also an important driver of wider economic prosperity: according to UNICEF, on average, one additional year of education can increase an individual’s earnings by 10%. Girls’ education has aparticular benet, to individuals and to future generations – children of educated mothers are much more likely to go to school than children of mothers with little or no education. • By 2055 Africa will be home to onebillion children under the age of 18, making Africa’s child population larger than that of any other continent • Youth unemployment rates are on average 54%, rising to 70% in some countries • School closuresduring the Covid-19 pandemic have aected around 250million students in sub-Saharan Africa, and learning completelystopped for most of them • A total of 81 million children were already out of school in sub-Saharan Africa before the pandemic • 87% of children in sub- Saharan Africa were unable to read a simple paragraph by the age of 10 before the pandemic Source: UNICEF Our commitment toeducation isreected inthe fact thatit isa prominent goal of our sustainability strategy, and our partnership with UNICEF, to enhance digital inclusion, especially for less privileged childrenin hard-to-reach locations, is described on pages52-53. Examples of our other education projects are described o n page60. $2.2m total CSR expense in 2021/22 Focus on health and wellbeing, #### and helping out in emergencies The continuing Covid-19 pandemic has shown how challenging it can be to access healthcare. Since the pandemic began, we’ve been donating healthcare equipment to support governments and communities, and set up call centres in many markets to help health and security agencies deal with the crisis. In June 2021, for example, we donated $75,000 to the Nigeria Primary Healthcare Development Agency to support the rollout of Covid-19 vaccines inNigeria. In Madagascar, we donated oxygen oncentrators worth $11,500 to the Covid-19 Treatment Centre, and paid $2,000 for PPE for health personnel in three public hospitals in Antananarivo. In Uganda, we donated four 10-litre oxygen concentrators to Bukwo General Hospital, Kampala. And in Niger we provided support worth 65,000,000 FCFA (equivalent to$100,000)to the government aspart of the ght against the pandemic. Other examples of our support can be found on pages 60-61. “The philosophy behind our social investments isunderpinnedbythe hopeofgoodness begetting greatness. We support our communitiesin therm beliefthatbeing a good corporate organisation of good people will ultimately translate to greatness, and love for and loyalty to our company and brand by the people we serve and support.” Emeka Oparah Vice president, Communications and CSR Givingbacktothe #### communities where #### we live and work. 59 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Focus on education spotlight #### Supporting graduates in Niger There’s no substitute for experience when it comes to successful job applications – so our Niger oce decided toencourage graduates from the community byoering a one-year internship to strengthen their skills and employability in our operations. Launched in April 2021, the scheme saw 35 graduates join our teams, supported by Niger’s National Agency of Employment. They weregiven the chance tosee atrst hand how a business like ours operates, while learning the skills required to work in our oces and inthe eld. Three graduates have already been taken on by Airtel Niger as a result of the programme. #### A better future for mothers and babies inUganda Childbirth should be safer for mothers and babies – which is why, in July 2021, we donated mobile ultrasound scan devices to the maternity health facility at the Bukwo General Hospital in Eastern Uganda, and provided training to midwives through the ‘Safe Motherhood’ programme. Uganda’s Bureau of Standards estimates that in Uganda mortality ratio, the annual number of deaths of women from pregnancy-related causes per 100,000 live births, stands at343 –signicantly higher than the UN target of reducing maternal mortality below 70 deaths per 100,000. We believe the UN target is achievable if we all set out to provide accessible, aordable quality healthservices, especially to marginalised communities. The Airtel Safe Motherhood programme has sponsored two midwives from Bukwo General Hospital to undertake practical training in obstetric ultrasound services, which means they can nowoer obstetric ultrasound care to the expectant mothers and follow up with primary care. More than 1,300 mothers have now had access to the mobile ultrasound scan service through the Airtel ‘Safe Motherhood’ programme. #### Corporate social responsibility continued Focus on education spotlight Focus on health andwellbeing spotlight #### Kazipower – ‘Girl power’ – in Zambia In 2021, Airtel Zambia partnered with the SMART Zambia Institute to provide digital skills training to school-aged girls in a new project called ‘Kazipower’ – Girls in ICT. The partnership was part of the Digital Transformation Centre’s initiative launched by the InternationalTelecommunication Union (ITU), the United Nation’s agency for ICT, alongside digital communications and technology rm, Cisco. The project aims to support countries in developing digital skills, focusing on underprivileged and marginalised communities. In Zambia, 150 girls from underprivileged secondary schools in three provinces received six months of ICT training designed to help them pursue careers in Science, Technology, Engineering and Mathematics (STEM).The top-performing 16 girls went on to receive job-shadowing opportunities at Airtel Zambia, working with dedicated mentors from our sta. Strategic report 60 Airtel Africa plc Annual Report and Accounts 2022 ![]() Focuson disaster relief spotlight #### Goma’s Nyiragongo volcano programme inthe DRC The eruption of the 11,500-foot-high volcano Nyiragongo in May 2021 and resulting earthquakes killed at least 32 people and destroyed more than 3,600 homes, public buildings, schools and health structures. Over 20,000 people were madehomeless, around 400,000 were displaced, and businesses were closed for a week. After the eruption it emerged that the Observatoire Volcanologique De Goma (OVG) had been without internet access to monitor seismic activities for six months, due to lack of funding. As part of our response to the emergency, Airtel Africa provided drinking water to displaced people in need and donated a daily allowance of free voice and data for people in Goma for several weeks. At the same time, we entered a two-year partnership with the OVG, giving them free internet to allow them to monitor the activities of the volcano, and supported the installation of 16 seismic probes and their required data connection. #### Supporting our communities in Malawi This year Airtel Malawi made donations around K25m towards the education and health sectors initiatives. We partnered with the Ministry of Gender and donated Perkins Braille machines, Braille hand-frames, styli and embossed papers valued at K15m to various schools to assist students with visual challenges. The handover took place on 15 July, 2021 at Capital Hill in Lilongwe. Also, around the same time, our Airtel Malawi employees raised K10m (Malawian kwacha) and, in partnership with Onjezani Kenani’s Private Citizens Initiative, supported Chiradzulu District Hospital in Blantyre by donating this sum towards construction of a solar powered water supply solution as part of #BeSmartBeSafe initiative. #### Empowering refugees through nancial #### inclusion in Uganda Inclusion in the digital economy and nancial ecosystem isimportant for everyone – and particularly for refugees seeking to support themselves in new places. According to United Nations gures, Uganda isAfrica’slargest refugee host, with 1.1 million evacuees calling it their new home. In the Adjumani and Yumbe districts in West Nile, at least half of the population are refugees. Airtel Uganda has been supporting this new population for some years, including through our telecoms masts in the Bidi Bidi and Palabek Refugee centres. Now we’re reaching out to the ‘unbanked’ refugee communities of Uganda, bringing them online with the oer ofaccess tonancial services and collaborating with the United Nations Capital Development Fund (UNCDF) to boost mobile money and bridge the digital nance divide. The area is served by 115 of our distribution agents and 32 franchise partners, creating jobs for some former refugees, including eight who joined our distribution network in 2021/22. At the last count, more than 25,000 refugees in Adjumani and Yumbe districts had been empowered with mobile phones, SIM cards and nancial services. Focuson disaster relief spotlight Focus on health andwellbeing spotlight 61 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Business review #### Nigeria is a country #### where demand for data #### and mobile services is #### strong and growing #### stronger, and where #### the government #### continues to see digital #### entrepreneurship as #### anengine of economic progress. We aim to #### support our customers #### through this #### transformation. Surendran Chemmenkotil MD & CEO, Airtel Nigeria Summarised statement of operations Description Unit of measure Year ended Reported currency change % Constant currency change % Mar-22 Mar-21 Revenue $m 1,878 1,552 21.0% 27.7% Voice revenue 1 $m 985 897 9.8% 15.9% Data revenue $m 734 549 33.7% 41.1% Other revenue 1 $m 159 106 50.0% 58.2% Underlying EBITDA $m 1,037 839 23.6% 30.4% Underlying EBITDA margin % 55.2% 54.1% 115bps 114bps Depreciation and amortisation $m (268) (236) 13.2% 19.5% Operating exceptional items $m – ––– Operating prot $m 769 602 27.8% 34.8% Capex $m 251 275 (8.8%)(8.8%) Operating free cash ow $m 786 564 39.3% 50.7% Operating KPIs ARPU $ 3.8 3.0 26.1% 33.0% Total customer base million 44.4 42.0 5.8% Data customer base million 20.3 17.7 14.9% 1Voice revenue includes inter-segment revenue of $1m and other revenue includes inter-segment revenue of $2m inthe year ended 31 March 2022. Excluding inter-segment revenue, voice revenue was $984m and other revenue was $157min the year ended 31 March 2022 Growth %in constant currency #### Partnering our customers on the journey to a digital future. Underlying revenue $1,878m Underlying EBITDA $1,037m Operating prot $769m ARPU $3.8 Reported currency 21.0% Constant currency 27.7% Reported currency 23.6% Constant currency 30.4% Reported currency 27.8% Constant currency 34.8% Reported currency 26.1% Constant currency 33.0% #### Nigeria Underlying revenue ($m) FY’22 FY’21 1,878 27.7% 21.9% 1,552 Underlying EBITDA ($m) FY’22 FY’21 1,037 55.2%\* 54.1%\* 839 Revenue split Others 8% Voice 53% Data 39% Other market participants MTN Globacom 9 Mobile MAFAB Communications (successfully bid for the 5Gspectrum) \* Underlying EBITDA margin Strategic report 62 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our market Nigeria is Airtel Africa’s largest single countrymarket, with agrowing population ofmore than 210million people, more than halfof whom are under 30 yearsold. It is acountry where demand for data and mobile services is strong andgrowing stronger, and where the government continues to see digital entrepreneurship as an engine of economicprogress. Weaim tojoin with and support ourcustomers through this transformation, and thisyear we’vemade further investments in network upgrades toboost capacity and reinforce resilience. Atthe same time we’vecontinued toexpand our distribution network, while developing ouroer to customers. We’realso helping people move along the ladder from 2Gto 3G to4G: inparticular,we’ve expanded our 4G footprint by 34.2% to reach more communities to support digital transformation and drive economic empowerment. This year hasseen us createcentres where new customers can get SIM registrations and register under the National Identity Number (NIN)regulations introduced inDecember 2020. As ofApril 2022, we had collated NIN information for 35.9 million of our active customer base. This supported the government’s implementation of the scheme while easing the delay in registration that manycustomers experienced inFY’21. In April 2022, wewere also notied that all SIMs that had notbeen linked toa NIN would haveoutgoing voice calls barred with immediate eect. Subscribers can still link their SIMs to their NINs in order that these restrictions can be lifted. Outgoing voice revenues foractive subscribers who have notyet linked their NIN with their SIM amount to around 7% of our total revenues from Nigeria. We continue to work closely with the regulator and will makeevery eort to minimise disruption and ensure customers benet from full service connectivity as soon as possible. We’re alsodeveloping ourmobile money oer. In April 2022,Airtel Africa received nal approval from the Central Bank ofNigeria (CBN) to oer services under a super-agent licence and under aPayment Service Bank (PSB) licence. This follows the issue bythe Central Bank of Nigeria ofthe approval in principle in respect of thetwo licences in November 2021. We are getting ready to launch both services as guided bythe Central Bank, allowing Airtel Africa tocreate anagency network toserve the customers oflicensed Nigerian banks, payment service banks, and licensed mobile money operators in Nigeria, as described on page23. There have been challenges at times during the year. The Covid-19 pandemic has continued to have an impact on customers and communities, with lockdowns in some regions. We’vealso closely monitored Nigeria’s foreign exchange situation: our analysis of foreign exchange risk isdescribed onpage 85. Overall, however,this hasbeen another year ofgrowth, with our customer base growing by 5.8%, and revenues by 27.7% in constant currency. #### Our performance Reported currency revenue grewby 21.0% to $1,878m with constant currency growth of 27.7%. The dierential in growth rates wasdue to devaluation of the Nigerian naira by 5.6%. The constant currency revenue growth of27.7%was driven by both customer base growth of 5.8% and ARPU growth of 33.0% largely driven by higher data and voice usage. Voice revenue grew by15.9%, driven byan increase in voice usage per customer of20.8% which led toan ARPU increase of20.7%. Customer base growth wasaected bythe NIN-SIM linkage regulations in Nigeria during the rst half ofthe yearbut returned togrowth, adding 4million customers in the second half ofthe year, achieving net growth of 2.4 million customers over the full year. The number of regulatory approved outlets expanded to over 19,100 as of 31 March 2022. Data revenue grewby 41.1% inconstant currency,driven bydata customer basegrowth of14.9% anddata ARPU growth of37.6%, led by growth in data usage per customer to4.0 GB per month (from 2.8 GB in the prior year).Our continued 4Gnetwork expansion and increased smartphone penetration has supported data usage growth. Almost 99% ofour sites inNigeria arenow delivering 4G, and smartphone penetration of our customers has increased by almost 1 percentage point. Data revenue accounted for 39.1% of total revenue in Nigeria in the year, up by 3.7% on the prior year. For Q4’22, 43.6% of ourdata customer base were 4Gusers, contributing to 76.0% of total data usage. Data usage per customer reached 4.2 GB per month and 4G data usage per customer reached 6.5 GB per month, a signicant increase onthe 4.6 GB usage per customer per month of Q4’21. Other revenue grewby 58.2%, with the main contribution coming from the growth invalue added services revenue, led byairtime credit services. Underlying EBITDA was$1,037m, growing by23.6% inreported currency and representing constant currency growth of30.4%. Underlying EBITDA margin improved to 55.2%, an increase of 115basis points inreported currency and 114 basispoints in constant currency, asa result of improvements in operational eciency. Operating free cash ow was $786m, up by50.7% in constant currency, due to the expansion of underlying EBITDA. Transforming lives spotlight Harnessing entrepreneurship, creating value Adeleye Adetimilehin typies the entrepreneurial spirit onwhich our distribution network depends – aswell asthe positive economic impact our business can have in our communities. Made redundant from his last job but determined to support his family, Mr. Adetimilehin enrolled as a freelance Airtel Field Sales Agent in 2016. His performance quickly earned him an accreditation as an Airtel SIM distributor, operating in Benin city, Edo State. Focusing only on subscriber acquisition, Mr.Adetimilehin made rapid progress andset up hisown company,Aleyetonto Nigeria Ltd, which dealsexclusively with Airtel Africa business – and by December 2021 he controlled 10 Airtel Africa shops, employed 18 people and grossed around N100m (over $200,000) monthly, activating an average of 20,000 newsubscriptions through hisnetwork each month. Inspired by our ‘Touching lives’ programme, Mr.Adetimilehin has alsodeveloped hisown ways togive back tothe community,supporting widows, youths and vulnerable people in his area. 63 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Business review continued #### For the 215 million people in our region, our productsand #### services are a gateway tonancialand #### digitalopportunity. Ourstrategyis simple: to connect the unconnected and #### unlock commercial #### and digital benets for our customers, their communities, #### and ourbusiness. Ian Ferrao Regional director, East Africa #### Connecting millions more customersto digital opportunity. Underlying revenue $1,717m Underlying EBITDA $848m Operating prot $576m ARPU $2.5 Reported currency 24.3% Constant currency 22.7% Reported currency 34.4% Constant currency 31.6% Reported currency 41.0% Constant currency 36.8% Reported currency 12.2% Constant currency 10.7% #### East Africa Summarised statement of operations Description Unit of measure Year ended Reported currency change % Constant currency change % Mar-22 Mar-21 Revenue 2 $m 1,717 1,381 24.3% 22.7% Voice revenue 3 $m 783 650 20.3% 19.2% Data revenue $m 457 354 29.1%27.4% Mobile moneyrevenue 4 $m 411 291 41.5% 37.1% Other revenue 3 $m 152 150 1.1% 1.6% Underlying EBITDA $m 848 631 34.4% 31.6% Underlying EBITDA margin % 49.4% 45.7% 369 bps 331 bps Depreciation and amortisation $m (240) (221) 8.7% 7.9% Operating exceptional items 5 $m (32) ––– Operating prot $m 576 408 41.0% 36.8% Capex $m 271 249 8.8%8.8% Operating free cash ow $m 577 382 51.1% 46.8% Operating KPIs ARPU $ 2.5 2.3 12.2% 10.7% Total customer base million 57.2 53.1 7.8% Data customer base million 18.3 16.2 12.9% Mobile money customer base million 21.7 18.0 20.5% 1The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia 2Revenue includes intra-segment eliminations of $85m for the year ended 31 March 2022 and $64m for the prior period 3Voice revenue includes inter-segment revenue of $1m and other revenue includes inter-segment revenue of $6m in the year ended 31 March 2022.Excluding inter-segment revenue, voice revenue was $782m and other revenue was $146m inthe year ended 31 March 2022 4Mobile money revenue post intra-segment eliminations with mobile services was $326m for the year ended 31March 2022 and $227m for the prior period 5Operating exceptional items of $32m in the year ended 31 March 2022 consist of $12m provision for expected settlement ofa contractual dispute in which one of Group’s subsidiaries is aparty and $20m cost of settlement of agreed historical spectrum fees in one of the Group’s subsidiaries Growth %in constant currency Revenue contribution of others includes eliminations Underlying revenue ($m) FY’22 FY’21 1,717 22.7% 23.5% 1,381 Underlying EBITDA ($m) FY’22 FY’21 848 49.4%\* 45.7%\* 631 Revenue split Others 3% Mobile Money 24% Voice 46% Data 27% Other market participants Kenya: Safaricom and Telkom Malawi: TNM Rwanda: MTN Tanzania: Vodacom, Tigo, Halotel and TTCL Uganda: MTN, UTL and Africell Zambia: MTN andZamtel \* Underlying EBITDA margin Strategic report 64 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our market Our six markets inEast Africa include the fastest-growing economies in the continent, aswell assome of the world’syoungest populations. For the 215 million\* people in our region, our products and services are a gateway tonancial and digital opportunity. Our strategy is simple: to connect the unconnected and unlock commercial anddigital benets for ourcustomers, their communities, and our business. This yearwe havecontinued toimprove our network, simplifyour products and increase customer touchpoints for our services. We grew from 53.1million customers tonearly 57.2million, andour services arenow accessible in more households across East Africa, areach that weaim tocontinually expand. To strengthen our network wedeployed over 1,400 sites andgrown our base of4G sites by nearly 30%, resulting in data usage growth of 47.4%. Wesimplied our product portfolio anddiversied customer touchpoints to Airtel App, USSD and Airtel shops. Furthermore, in order tostrengthen our product oerings, wehave continued tobuild strong partnerships with SMEs, banks, merchants, startups and governments across our markets. Distribution isa critical level inour business. This year, wegrew our kiosks, mini-shops and Airtel Money branches (AMBs) by nearly 20% as westrive toensure that our products and services are available where ourcustomers live, work and play. Airtel Money continues to remain a key business enabler for individuals and SMEs in our markets. This year our active Airtel Money customer base crossed the 20million mark which isa testament toour relentless focus on building products that meet customer needs. Our goal remains to become the transactional platform for households and SMEs through solving the nancial barriers that customers face. In our eorts torun anasset-light and agile business, we haveclosed tower sales in ve out ofsix of markets overthe last ve years. Recently, weclosed tower sale dealsin Tanzania andMalawi. The Covid-19pandemic continued toaect people andcommunities, an intermittent curfew and some disruption tosupply chains created headwinds for our business. Despite this, we wereable to deliver another year ofgrowth while maintaining Covid-19protocols toprotect our people and our customers, and supporting local campaigns to support aected communities. #### Our performance East Africa revenue in reported currency grew by24.3% to$1,717m with constant currency revenue growth of22.7%. This growth was delivered across all key services; voice revenue grew by19.2%, data revenue by 27.4% and mobile money revenue by 37.1% in constant currency.Reported currency revenue growth wasslightly higher than constant currency rates due to currency appreciation in the Ugandan shilling and Zambian kwacha, partially oset bycurrency devaluation in the Malawian kwacha. Voice revenue grew by19.2%, driven byboth customer basegrowth of 7.8% and voice ARPU growth of7.5%. The customer base growth was largely driven byexpansion ofboth network coverage and the distribution network. Voice usage per customer increased by5.8% to 349 minutes per customer per month, thereby driving voice ARPU growth of7.5%. Data revenue grewby 27.4%, largely driven by data customer base growth of12.9% and dataARPU growth of 5.6%. Wecontinued to invest inour network and expanded our 4Gnetwork infrastructure which helped usto grow both data usage and the data customer base. The data customer baseincreased 12.9%to 18.3 million, with 4G customers accounting for 40.5% of our total data customer base and contribute 60.2%of total data usage. 85.8% ofour total sites arenow on 4G, compared with 76.4%at the end ofthe prior year. Data usage per customer reached 3.3 GB per customer per month, up by 22.1% Mobile money revenue wasup by 37.1%, largely driven by growth in Zambia, Uganda andMalawi. The mobile money customer base grew by 20.5% and mobile money ARPU increased by 14.5%, due largely to expansion of ourdistribution network. The transaction value per customer reached $183 per customer per month, up by 16.0% from $153 per customer per month in the prior year. The slowdown in mobile money revenue growth wasdue toimplementation of additional levies bythe Government of Tanzania onmobile money withdrawal and P2Ptransactions from July 2021, which were subsequently revised downwards inearly September 2021. The underlying EBITDA margin reached 49.4%, an improvement of 331 basis points in constant currency, as a result of strong revenue growth andimprovements in operating eciency. Operating free cash ow was $577m, upby 46.8% inconstant currency, due largely to the expansion of underlying EBITDA. Source: World Bank report (2021) 65 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Business review continued #### Airtel Africa has a #### critical role to play in #### building opportunity #### and a sustainable #### future in Francophone Africa. Even in our #### most economically challenged markets, aordable,fastand #### reliable connectivity #### and mobile nancial #### services are essential #### for growth. Michael Foley Regional director, Francophone Africa #### Growing sustainably #### through strong networks and great distribution. Underlying revenue $1,131m Underlying EBITDA $464m Operating prot $261m ARPU $3.7 Reported currency 17.2% Constant currency 17.2% Reported currency 27.6% Constant currency 27.7% Reported currency 53.7% Constant currency 54.6% Reported currency (1.9%) Constant currency (1.9%) #### Francophone Africa Summarised statement of operations Description Unit of measure Year ended Reported currency change % Constant currency change % Mar-22 Mar-21 Underlying revenue 2 $m 1,131 964 17.2%17.2% Voice revenue 3 $m 594 541 9.9% 10.0% Data revenue $m 334 254 31.5%31.0% Mobile moneyrevenue 4 $m 142 110 29.0%29.6% Other revenue 3 $m 104 96 8.9% 8.3% Underlying EBITDA $m 464 364 27.6%27.7% Underlying EBITDA margin % 41.0% 37.7% 332 bps337 bps Depreciation and amortisation $m (203) (207) (2.0%) (2.1%) Operating exceptional items 5 $m 0 14 –– Operating prot $m 261 170 53.7% 54.6% Capex $m 125 88 42.0%42.0% Operating free cash ow $m 339 276 23.0% 23.1% Operating KPIs ARPU $ 3.7 3.8 (1.9%)(1.9%) Total customer base million 26.8 23.1 15.9% Data customer base million 8.2 6.7 21.3% Mobile money customer base million 4.4 3.6 21.8% 1The Francophone Africa business region includes Chad, Democratic Republic of the Congo, Gabon, Madagascar, Niger, Republicof the Congo, andthe Seychelles 2Underlying revenue includes intra-segment eliminations of $44m for the year ended 31 March 2022 and $36m for the prior period. It also excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the year ended 31 March 2021 3Voice revenue includes inter-segment revenue of $2m in the year ended 31 March 2022. Excluding inter- segment revenue, voice revenue was $592m in the year ended 31 March 2022 4Mobile money revenue post intra-segment eliminations with mobile services was $98m inthe year ended 31March 2022 and $74m in the prior period 5Operating exceptional items in prior period includes exceptional revenue relating to a one-time settlement in Niger for $20m partially oset by one-o cost of $6m inFrancophone Africa Growth %in constant currency Underlying revenue ($m) FY’22 FY’21 1,131 17.2% 10.0% 964 Underlying EBITDA ($m) FY’22 FY’21 464 41.0%\* 37.7%\* 364 Revenue split Others 5% Mobile Money 13% Voice 53% Data 29% Other market participants Chad: Maroc, Sotel The Democratic Republic of the Congo: Vodacom, Orange and Africell Gabon: Moov (Maroc Telecom) Madagascar: Orange and Telma Niger: Zamani, Moov (Maroc Telecom), Niger Telecom Republic of the Congo: MTN TheSeychelles: Cable & Wireless and Intelvision \* Underlying EBITDA margin Revenue contribution of others includes eliminations Strategic report 66 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our market Across allour businesses, usage hasincreased materially, showing how fast the communities we serve aredigitising and embracing mobile services. Our customer base grew by15.9%, data users grew by 21.3%, and mobile money users grew by21.8%. The continuing demand for our services is clear. More than 170 million people livein ourFrancophone Africa segment\*, which ismade upof Chad, Democratic Republic of the Congo, Gabon, Madagascar, Niger, Republic of the Congo, and the Seychelles. Currently only around 58% of thispopulation\*,which has amedian age of16.2\*,is reached by mobile services. That means there’s a great opportunity to expand network coverage, win more customers, and help drive local economies by increasing people’s access to the digital economy and nance services. This year, we expanded our breoptic coverage across our portfolio and built essential metro bre networks inNiamey,Niger,and N’Djamena, Chad. Wealso implemented extensive intercity bre projects in the Democratic Republic of the Congo to enhance our network resilience. Altogether,384 coverage and capacity sites were added across our Francophone markets, and in Malé, the capital of the Seychelles, wecommissioned amodern data centre, contributing to the transformation of a tourism-based economy badly impacted by the Covid-19 crisis. Our performance was alsosupported bya continued increase in our retail distribution points, reaching 760,000+, an increase of 47% over the last two years. As a result ofour continued investment ininfrastructure aswell as the digitalisation and expansion of our distribution channels, our partnerships with communities andgovernments havegrown, making Airtel Africa anessential contributor to the societies we serve. #### Our performance Underlying revenue grew by17.2% both in reported currency and in constant currency.This growth waslargely driven byDRC, Chad, Niger and Gabon. The slight currency devaluation of the Central African franc wasoset byappreciation inthe Seychelles rupee. Voice underlying revenue grew by10.0% inconstant currency,driven by customer base growth of15.9% partially oset byvoice ARPU decline of 7.9%. The ARPU decline was mainly driven byreductions in international call revenue and local incoming call revenue (the latter due to changes in local interconnect rates in Gabon, Niger and Republic of the Congo). The customer base growth wasdriven by expansion ofboth network coverage anddistribution infrastructure. Data revenue grewby 31.0% in constant currency, supported byboth customer basegrowth of21.3% anddata ARPU growth of1.3%. Wecontinued toexpand our 4Gnetwork (65.3% ofsites now on4G) and data network coverage, andwe enhanced ourdistribution infrastructure supporting further growth ofthe data customer base. 30.5% of theFrancophone Africa customer base nowuse data services. 4G data usage contributes 64.1% of total data usage and 44.8% ofdata users were 4Gcustomers. Data usage per customer was 2.4GB per month (up 23.1% on the prior year)while 4Gdata usage per customer reached 4.5 GB (up 3.4%). Mobile money revenue grew by29.6% inconstant currency, driven by bothcustomerbase growthof 21.8% and mobilemoney ARPU growth of 5.2%. The mobile money ARPU growth was driven byan increase in the transaction value per customer of 8.3%, now at$422 per customer per month. Expansions ofour exclusive distribution network and the number ofagents helped usto grow the mobile money customer base by 21.8%. Underlying EBITDA grewby 27.6% with a margin of41.0%, an improvement of 332 basis points inreported currency and 337basis points in constant currency.This underlying EBITDA growth was driven byboth revenue growth and increased eciency in operating expenses. Operating free cash ow was $339m, up23.1% in constant currency, due to the expansion in underlying EBITDA. \* Source: World Bank report (2021) Transforming lives spotlight Driving digital, nancial andsocial inclusion by empowering disabled people in Madagascar Claude Rasolonjanahary, better known by the name‘Bonne Réexion’,has been working with Airtel Africa asan exclusive retailer for over ten years. Based in Antsirabe, Madagascar, he helps us serve our customers by selling SIM cards and recharges and handling Airtel Money transactions from his Airtel Africa kiosk. Claude, who hasa mobility impairment, uses his income from his work forus to supporthis wife, who isblind, andtheir son. ‘Bonne Réexion’ said: “Thanks toAirtel Africa, Ihave adecent job tosupport my family,and am empowered tocontribute to my community”. 67 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Business review: Mobile services #### Customers need to be able to connect and access our services, so for both voice and #### data our performance #### improvements rely on #### our strategic focus on network expansionand #### excellent distribution. #### This year, along with #### continued investment in #### the quality and capacity #### of our network, we #### increased our exclusive #### retail footprint by 44.2% #### year-on year. Ashish Malhotra Chief sales and marketing ocer #### Meeting growing customer #### demand through connection, #### distribution, and transparent #### products. Underlying revenue $4,294m Underlying EBITDA $2,077m Operating prot $1,348m Voice ARPU $1.6 Data ARPU $2.9 Reported currency 19.6% Constant currency 22.0% Reported currency 5.9% Constant currency 8.0% Reported currency 26.8% Constant currency 29.7% Reported currency 16.1% Constant currency 18.6% Reported currency 35.5% Constant currency 39.0% #### Mobile services Summarised statement of operations Description Unit of measure Year ended Reported currency change % Constant currency change % Mar-22 Mar-21 Underlying revenue 1 $m 4,294 3,592 19.6% 22.0% Underlying EBITDA $m 2,077 1,639 26.8% 29.7% Underlying EBITDA margin % 48.4% 45.6% 276 bps 286 bps Depreciation and amortisation $m (697) (654) 6.5% 8.4% Operating exceptional items 2 $m (32) 14 –– Operating prot $m 1,348 995 35.5% 39.0% Capex $m 621 580 7.1%7.1% Operating free cash ow $m 1,456 1,059 37.6% 42.6% Operating KPIs Mobile voice Voice revenue $m 2,358 2,083 13.2% 15.4% Customer base million 128.4 118.2 8.7% Voice ARPU $ 1.6 1.5 5.9% 8.0% Mobile data Data revenue $m 1,525 1,157 31.8% 34.6% Data customer base million 46.7 40.6 15.2% Data ARPU $ 2.9 2.5 16.1% 18.6% 1Mobile service revenue after intersegment eliminations was $4,290m in the year ended 31 March 2022and $3,587m in the prior year. Underlying revenue for Mobile service excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the year ended 31 March 2021 2Operating exceptional items of $32m in the year ended 31 March 2022 consist of a $12m provision for expected settlement of acontractual dispute in which one of the Group’s subsidiaries is aparty and $20m costs of settlement of agreed historical spectrum fees in one of the Group’s subsidiaries. The prior year operating exceptional items include exceptional revenue on account of a one-time settlement in Niger amounting to $20m, partially oset by one-o costs of $6m in Francophone Africa Growth %in constant currency Underlying revenue – Voice ($m) FY’22 FY’21 2,358 15.4% 11.0% 2,083 Underlying revenue – Data ($m) FY’22 FY’21 1,525 34.6% 31.2% 1,157 Strategic report 68 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our market Demand for mobile services inall our markets remains strong, andwe continued togrow our customer base in2021/22by connecting more people, oering transparent voice and data products that meet their needs, andgrowing ourdistribution network sothat more customers can access our services eectively and eciently.Customer growth of 8.7% this year hasmeant we’re now connecting 128.4 million subscribers across our 14 markets. Wesee clear opportunities for further growth. Our markets are characterised bygrowing populations of aspirational, price-conscious consumers, who are actively looking for ways toconnect with each other, with engaging content, andwith opportunities inthe local and global economy. Customers need to be able to connect and access our services, so for both voice and data our performance improvements rely on our strategic focus on network expansion and excellent distribution. This year, along with continued investment in the quality andcapacity of our network, we increased our exclusive retail footprint by 44.2% year-on-year. Handset ownership and telecom penetration continue to build, feeding demand for our voice services, and enabling us to expand or customer basedespite some headwinds from Know Your Customer requirements inmarkets, including Nigeria, Kenya and Rwanda. Our voice ARPU grew by8.0% compared to2020/21, and overall our mobile voice business line –which includes pre- and post-paid wireless voice services, international roaming, xed-line phone services and interconnect revenue – contributed 50% to Airtel Africa’s consolidated revenue in2021/22. Our leadership in 4G in most markets is an important driver for our data performance, assmartphone ownership continues togrow across sub-Saharan Africa. Our 4G base increased to almost 20 million, growing by34.8% in 2020/21. We’ll continue toinvest in our4G network, which supports the digital inclusion ambitions ofour sustainability strategy at the same time as creating further opportunity for growth. #### Our performance Mobile services underlying revenue inreported currency grew by 19.6%, with constant currency growth of22.0%, supported bygrowth in both voice and data services. Voice underlying revenue grew by15.4% in constant currency, supported bycustomer base growth of 8.7% and voice ARPU growth of 8.0%. The customer basegrowth wasdriven byexpansion ofour network and distribution infrastructure. The slowdown in customer base growth wasdue tothe introduction of new SIM registration regulations inNigeria. Excluding Nigeria, the customer base grewby 10.2%. InNigeria, ourcustomer basereturned to growth in the second half of the year, adding a net 2.4 million customers for the full year. Voice minutes per customer reached 257 minutes per month, up by 9.8%, resulting in voice ARPU growth of8.0%. Total network minutes increased by 17.3%. Data revenue continued tobe akey driver ofgrowth, up by34.6% in constant currency.This was driven bydata customer basegrowth of 15.2% and data ARPU growth of 18.6%. Our continued investment in our network andexpansion ofour 4Gnetwork infrastructure helped us to expand our data customer base. 87.6% ofour Group sites arenow operating on4G, compared with 76.5% inthe prior year. 36.4%of our total customer basewere data users, upfrom 34.3%in the prior year. 4G data usage per customer increased to 5.5 GB per month compared with 5.0 GB inthe prior year. 4G data usage reached 5.9GB per customer per month for Q4’22. Total data usage per customer reached 3.4 GB per month, up 31.0% from the 2.6 GB of the prior year. At the endof the year, 42.6% ofthe total data customer base were 4G data customers, up from 36.4% in the prior year. The increase in 4G data customer penetration hashelped to drive data ARPU growth. Data revenue contribution reached 32.3% of total Group revenue in the year, up from 29.8% in the prior year. Transforming lives spotlight Partnering ongreat content forour customers: Airtel Nigeria and Spotify People across our markets are hungry for content, and our data strategy seeks ways topartner with providers togive our customers access todigital resources that will entertain, excite, delight and reward them. That’s whyAirtel Nigeria haspartnered with the global audio streaming service, Spotify, and provides music lovers across Nigeria with daily complimentarydata toaccess the Spotify platform. Under the partnership, Airtel Nigeria’s 44.4 million customers have uninterrupted access to the Spotify platform’s 70 million songswithout worrying about data costs or mobile internet plans, using complimentary data that can be used exclusively on the Spotify platform whenever they purchase data bundles. It brings joy to our customers – and helps strengthen our position asthe network ofrst choice for music, youth culture and innovation. 69 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Business review: Airtel Money We’re expanding the scope of our services, #### creating increased ‘use #### cases’ and oering our #### customers a ‘one stop #### shop’ for all their nancialneeds. Across #### the region, mobile #### money is an increasingly important driver of #### economic growth. Vimal Kumar Ambat CEO, Airtel Money #### Airtel Money: a ‘one stop shop’ #### for all nancial services. Underlying revenue $553m Underlying EBITDA $270m Operating prot $256m ARPU $1.9 Reported currency 37.9% Constant currency 34.9% Reported currency 38.1% Constant currency 34.2% Reported currency 38.3% Constant currency 34.4% Reported currency 14.7% Constant currency 12.2% #### Airtel Money Summarised statement of operations Description Unit of measure Year ended Reported currency change % Constant currency change % Mar-22 Mar-21 Revenue 1 $m 553 401 37.9% 34.9% Underlying EBITDA $m 270 195 38.1% 34.2% Underlying EBITDA margin % 48.7% 48.7% 5 bps (27)bps Depreciation and amortisation $m (14) (10) 34.8% 30.9% Operating prot $m 256 185 38.3% 34.4% Capex $m 25 32 (19.9%)(19.9%) Operating free cash ow $m 245 163 49.6% 44.8% Operating KPIs Mobile money key KPIs Transaction value $m 64,436 46,009 40.1%37.0% Active customers million 26.2 21.720.7% Mobile moneyARPU $ 1.9 1.7 14.7% 12.2% 1Mobile money service revenue post inter-segment eliminations with mobile services was $424m in the year ended 31 March 2022 and $301m in the prior year Growth %in constant currency Underlying revenue ($m) FY’22 FY’21 553 34.9% 35.5% 401 Underlying EBITDA ($m) FY’22 FY’21 270 48.7%\* 48.7%\* 195 \* Underlying EBITDA margin Strategic report 70 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our market As partof our focus on the long-term growth of Airtel Money, we continue to prioritise assured oat availability and the expansion ofour distribution network ofexclusive Airtel Money branches and kiosks, as well asour growing multi-brand agent network. Atthe same time, we’re expanding the scope of our services, creating increased ‘use cases’ and oering ourcustomers aone-stop shop for alltheir nancial needs, including mobile wallet deposits and withdrawals, merchant payments, enterprise disbursements, international money transfer, and loans and savings. We also continue to explore partnerships that expand payment opportunities forcustomers, including with Terrapay, Thunes and MFS Africa for cross-border payments, and the expansion of the Airtel Money Mastercard Virtual Card toZambia. Having successfully set up mobile money services across other markets, wehave a clear opportunity toreplicate ourmodel inNigeria. In November 2021, wereceived approval inprinciple fora licence to oer payment services as abank (PSB) independently.The PSB licence would allow usto accept deposits from individuals and small businesses, carry out payment and remittance services within Nigeria, and issue debit and prepaid cards among other activities set out by the Central Bank ofNigeria (CBN); we havecompleted and submitted the associated administrative requirements and now await full licence approval. In another development, in April 2022 the CBN awarded Airtel Mobile Commerce Nigeria Ltd a full ‘super-agent’ licence, allowing us tocreate an agency network to serve the customers of licensed Nigerian banks, payment service banks, and licensed mobile money operators in Nigeria, as described on page 23. While the overall story is one ofgrowth inmobile money services, we do face some challenges. In 2021, for example, Tanzania introduced a mobile money tax that increases prices on mobile money transactions, including sending, withdrawing, andtransferring money. Webelieve thiswill have signicant consequences forthe mobile money ecosystem, asit will aect the supply chain pricing forvalue- added services. Across the region asa whole, however, mobile money isan increasingly important driver of economic growth across all sectors. Economies are becoming cashless, consumer behaviour is changing, and larger businesses are nding it cheaper, faster and moreconvenient to make bulk payments direct to their employees or customers’ mobile money wallets. Atthe same time, mobile money iskey tothe nancial inclusion of under-and un-banked people, creating access to basicnancial services thatwould otherwise beunavailable tothem, and helping to transform lives. It remains our aim to explore the potential listing of our mobile money business, asdescribed inthe nancial review on pages 76-79. #### Our performance Reported currency mobile money revenue grew by 37.9% with a constant currency growth of34.9%. The slowdown inmobile money revenue growth since July 2021 hasbeen dueto the implementation of levies by the Government ofTanzania on mobile money withdrawal and P2Ptransactions (subsequently revised downwards inearly September 2021). Excluding Tanzania, revenue grew by41.6% in constant currency.The constant currency revenue growth of34.9% was driven by both customer base growth of 20.7% and ARPU growth of 12.2%. The mobile money customer base growth wasdue tothe expansion ofour distribution network, particularly ourexclusive channels of Airtel money branches and kiosks. We continued to expand ourmobile money portfolio through partnerships with leading nancial institutions, and the expansion ofour merchant ecosystem further strengthened our mobile money propositions. The increase in transaction value per customer to $223 per month, up by 13.9%, led to mobile money ARPU growth of 12.2%. Q4’22 annualised transaction value reached $67.2bn in reported currency, with mobile money revenue contributing 12.0% oftotal revenue in the quarter. The mobile money customer basegrew by20.7% to 26.2 million in the year. Mobile money customer base penetration reached 20.4%, an increase of 2percentage points. The ARPU growth of 12.2% was largely driven byan increase in transaction values and higher contributions from cash transactions, merchant payments, P2P transfers and mobile service recharges through Airtel Money. Underlying EBITDA was$270m, up by38.1% in reported currency, with aconstant currency growth of 34.2%. The reported currency growth ratewas higher than the constant currency growth rate due to appreciation inthe Zambian kwacha. The underlying EBITDA margin for the yearwas 48.7%, broadly in line with the prior year. Transforming lives spotlight Harnessing the entrepreneurial spirit around us in Zambia The people inour distribution network are anessential part of creating opportunity for us – and for themselves and those around them, as they fulll their own entrepreneurial ambitions and create value in their communities. Olivia Chichenga, founder and director of Glonet Connections Limited, hasbuilt her own successful business asa partner to our Airtel Money operations inLusaka, Zambia – andher network of Airtel Money branches employs 12 people and provides opportunities for many more agents in the city. Her success has come from doing things dierently.She sawthe opportunities for mobile money services in Zambia while she was a teamleader atAirtel Zambia, and left with our blessing tofound Glonet Connections. And shefound what was anew niche atthe time: opening herrst Airtel Money branch ina thriving shopping centre, Waterfalls Mall in Lusaka. She now owns three Airtel Money branches and islooking tothe future. As Olivia says, “the only thing standing in your waywould be yourmind; believe you can do it andjust do it, it will not beeasy,but it willbe worth it.” 71 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Airtel Business #### Internet penetration is rising across Africa and #### systems are even more #### connected as digital #### transformation is driving growth for organisations. We support SMEs and #### entrepreneurs across Africa with their end-to- #### end digital presence #### and a secure, reliable #### internet. Luc Serviant Group enterprise director #### Empowering #### entrepreneurs and supportingthe #### organisations that #### drive Africa’s growth. #### Our market AirtelBusiness isour B2Boer,providing dynamic, reliable communications to support the enterprises that are helping to drive economic growth andopportunityacrossAfrica. Weoera comprehensive suiteof businessICT (Information and Communication Technologies) anddigital services, including mobile and xed dataservices for majorcorporateoces,non-governmental organisations, governmentdepartments, diplomatic missions, start-ups and small- andmedium-sizedbusinesses (SMEs). We alsooer conferencing and collaboration services, cloud and data centre co-location services, and mobile moneyservices from Airtel Money. By supporting ourcustomers’success,we’rehelping them create value and unlockthe possibilities ofdigitalisation inthewidereconomy.We’re also creating value forAirtelAfrica:this yearwe haveseen asignicant growthin enterprise customer connections, xedand mobile. +35% xeddata connections +18% enterprise mobilesubscribers Partnerships area keyfocus forus.In November2021we agreed a new partnership with Cisco toprovide secure internet access forSMEs, whichwill initially beavailablein Kenya, Uganda, Republic oftheCongo and Madagascar before rolling out to the rest of our markets. And in February 2022, Airtel Business signed a memorandum of understandingwithAvaya Holdings Corp, tohelp organisations across the continent deliver better customer and employee experiences. The agreement will see Airtel BusinessAfricaempower its enterprise customers with the Avaya OneCloud TM AI-powered experience platform, whichincludesworkstreamcollaboration, contact centre, unied communications, and a communications platform as a service solution. Transforming lives spotlight Serving Nigeria’s largest bank – and supporting its sustainable growth ambitions Through Airtel Business we support major companies such asAccess Bank, the largest bank inNigeria and Africa’sleading bank by customer base, employing 28,000 people in its operations in Nigeria, sub-Saharan Africa and the United Kingdom, and atrepresentative oces inChina, Lebanon, Indiaand the UAE. Like us, Access Bank iscommitted towidening nancial inclusion, and we’re proud tosupport its work for its 36million customers through a business relationship that started in 2013. Weprovide over240domestic links toconnect the oces and branches ofthe bank inLagos, aswell aseight international linksto Sierra Leone, Ghana, the DRC, Gambia, South Africa, Botswana, Guinea Conakry,and Senegal. At the same time, we’reconnecting 16,000 points ofsale across Nigeria with machine-to-machine SIM cards. “Through Airtel’s partnership in providing connectivity pan-Africa, we have been able to put smiles on the faces of our trusted customers through ecient banking and innovativesolutions”. Steve Obiago Subsidiaries IT and Networks Head at Access Bank, Lagos Strategic report 72 Airtel Africa plc Annual Report and Accounts 2022 ![]() We’re at the centre of creating the bold, problem- #### solving innovations that #### transform customers’ experience. Digital Labs #### is helping to drive Airtel Africa’s contribution to #### a digitised future for our #### customers, the economies in which we work, and for #### our business. Neelesh Singh Chief information ocer Airtel Africa Digital Labs is our in-house digital hub for developing and delivering technology platforms anddigital products. We work with country teams across our 14 markets and draw onAirtel Africa’s scale and market leadership to innovate technologies that enhance customers’ experiences, drive nancial inclusion, and harness the power ofdigitalisation. Our product development focus iswide- ranging: we work onanalytics, platforms, digital consumer products, enterprise product engineering, and more. One focus this year has been improving customer service, developing digitised systems that help our teams meet customers’ needs faster through aunied customer dashboard called CS Fusion, which has brought service handling times atour shops or call centres down by 15% on average. We also develop products to enhance customers’ use of services such as Airtel Money. In November 2021, we launched ourupgraded, secure and seamless Airtel Africa Developer Portal, which uses several Open APIs and solutions tointegrate remote payments with Airtel Money wallets. Wealso launched newproducts tosupportcollections, Airtel Money remittances, bundles purchases, and more. Our innovations are helping toshape customers’ futures –and we see huge opportunities ahead as Airtel Africa continues to put digitalisation at the heart of itsstrategy. #### At the heart of our #### digitised strategy. #### Airtel Africa Digital Labs Transforming lives spotlight Airtel AfricaDeveloper Portal: seamlessly expanding mobile money opportunities Our upgraded Airtel Africa Developer Portal, launched in November 2021, is a further step in our drive to deliver innovative products that support customers and expand the mobile money eco-system. The self-service portal helps startups, small- and medium-size enterprises and service providers to integrate with our Airtel Money platform to process payments for their goods and services –for example, by allowing merchants tocollect Airtel Money payments and disburse intoAirtel Money wallets. It is a single platform that can support customers across diverse markets which hasbeen designed to meet customers’ needs for data security –as well asmeeting the requirements ofregulators in each market. The portal has already been adopted by over one thousand such partners – and, as of 31 March 2022, has helped them make close to 5 million payment transactions, supporting their nancial ambitions, ease ofpayments for ourcustomers and the growth ofAirtel Money. #### DIGIT #### AL LABS #### africa 73 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Chiefnancialocer’sintroduction tothe nancial review Strengtheningour balance sheet and seizing growth opportunities The eective execution of our strategy resulted ina strong performance across all our regional segments and key services this year, enabling usto continue creating value for our stakeholders. We continued todeliver strong revenue growth and even stronger underlying EBITDAgrowth, with improved protability coming from both scale benets and increased eciencies. The countries weoperate in continue topresent clear opportunities, both for ourgrowth, and for our vision ofenriching thelives of ourcustomers. Our markets remain underpenetrated in both mobile and mobile money services, and ourstrategy isdelivering strong nancial results while helping to bridge digital divides and drive nancial inclusion. #### Prot and loss snapshot Description Unit of measure Yearended Reported currency change % Constant currency change % Mar-22 Mar-21 Underlying revenue 1 $m 4,714 3,888 21.3% 23.3% Voice revenue $m 2,358 2,083 13.2% 15.4% Data revenue $m 1,525 1,157 31.8% 34.6% Mobile money revenue 2 $m 553 401 37.9% 34.9% Other revenue $m 407 347 17.4% 19.9% Expenses $m (2,413) (2,107) 14.5% 16.4% Underlying EBITDA 3 $m 2,311 1,792 29.0% 31.2% Underlying EBITDA margin % 49.0% 46.1% 294 bps296 bps Depreciationandamortisation $m (744) (681) 9.3% 11.3% Operating exceptional items 4 $m (32) 14 –– Operating prot $m 1,535 1,119 37.2% 39.4% Net nance costs 5 $m (403) (423)(4.6%) Non-operatingexceptional items 6 $m 92 –– Prot before tax $m 1,224 697 75.6% Tax $m (471) (318) 48.2% Tax –exceptional items $m 2 36 – Total tax charge $m (469) (282) 66.3% Prot after tax $m 755 415 82.0% Non-controlling interest $m (124) (76) 62.9% Prot attributable toowners of the company –before exceptional items $m 602 308 95.9% Prot attributable toowners of the company $m 631 339 86.3% 1Revenue includes intra-segment eliminations of $129m for the year ended 31 March 2022 and $100m for the prior year. And it also excludes one-time exceptional revenue of$20m relating to asettlement in Niger in the year ended 31 March 2021 2Mobile money revenue post intra-segment eliminations with mobile services was $424m for the year ended 31March 2022, and $301mfor the prior year 3Underlying EBITDA includes other income of $10m for the year ended 31March 2022,and $11m for the prior year 4Operating exceptional items of $32min the year ended 31 March 2022 consists of a$12m provision for expected settlement of acontractual dispute in which one of the Group’s subsidiaries is aparty and $20m costs of agreeing historical spectrum fees in one of the Group’ssubsidiaries. The prior year operating exceptional items includes exceptional revenue relating to aone-time settlement in Niger for $20m, partially oset by one-o costs of $6m in Francophone Africa 5Net nance costs in the year ended 31March 2022excludes a one-o cost of $19m on prepayment of $505m bonds in March 2022 6Non-operating exceptional items inthe year ended 31 March 2022include a gain of$111m on the sale of telecommunication tower assets in the Group’s subsidiaries in Tanzania, Malawi, Madagascar,and Rwanda, partially oset by costs of$19mon prepayment of$505m of bonds #### The countries we operate in #### continue to present clear #### opportunities, both for our #### growth, and for our vision #### of enriching the lives of our customers. Our dynamic #### business model continues #### to deliver value to all our #### stakeholders. Jaideep Paul Chief nancial ocer Underlying revenue $4,714m Reported currency +21.3% Constant currency +23.3% Underlying EBITDA $2,311m Reported currency +29.0% Constant currency +31.2% Operating prot $1,535m Reported currency +37.2% Constant currency +39.4% Capex $656m % change +6.9% Basic earnings per share #### 16.8 cents % change +86.5% All nancial numbers are in reported currency Strategic report 74 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### From a nancial perspective, we #### continued our focus on four main objectives this year: 1.Growing our operating protability Wecontinued toinvest in improving ouroperating protability by driving higher revenue growth and, through our focus on operating eciencies, improving our underlying EBITDA owthrough. Underlying EBITDAmargin improved by294 basispoints to 49.0% and operating prot during the year grew by37.2%in reported currency,with constant currency growth of39.4%. 2. Improving our return on capital Wecontinually monitor our return on capital to ensurethat our capex has been deployed eciently and eectively.Telcoms isa capital- intensive business, soregular monitoring of ourreturn oncapital helps us track the performance ofour assets while also taking long-term nancing into consideration. Our return oncapital employed has improved to23.3%, from 16.5%in the prior year. 3. Strengthening our balance sheet and improving leverage Our short-term objective isto strengthen ourbalance sheet by continually reducing our debt atHoldco level, increase debt in our OpCos and reduce our leverage position. Iam please we delivered on all 3objectives. In thelast 12 months, we repaid a$915m bond when due in May2021, andin March 2022repaid $505m bonds one year earlier than their March 2023 redemption date. Wewere able to make these repayments because ofour increased cash generation, and by usingthe proceeds from Airtel Money minority investments and tower sales. Our leverage position continued toimprove (1.3xas of March 2022) driven both byEBITDAexpansion and reducing our debt. Finally,our balance sheet continued tobe de-risked through a reduction of netdebt and increased localisation ofour debt into the OpCos, such that our gross OpCo debt of $2,921mis now higher than our remaining HoldCo debt of$1,000m. Going forward wewill continue to focus oncontinuing strengthening ourbalance sheet. 4. Returns to shareholders Our fourth nancial objective was toenhance returns toshareholders over the medium- tolonger-term. During the year, the Board approved an upgrade tothe progressive dividend policy, aiming togrow the dividend annually bya mid- to high-single-digit percentage from anew base of 5cents per sharefor FY’22.We paid aninterim dividend of2 cents per ordinaryshare in December 2021. The Board recommended anal dividend of3 cents per share and increase of 25%compared tothe prior year. Basic EPSwas 16.8 cents, animprovement of 7.8 cents, upfrom 9.0cents inthe prior period. #### Outlook Our dynamic business model continues to deliver value to allour stakeholders, notjust nancially but bytransforming lives in our communities and supporting the economies of the countries where we operate. We believe that the fundamentals ofour business remain strong, and weremain well positioned toseize growth opportunities while atthe same time continuing to strengthen our balance sheet, improve our return oncapital and increase return toshareholders. Jaideep Paul Chief nancial ocer 10 May 2022 • Reported revenue grew by20.6%to $4,714mand constant currency underlying revenue grew 23.3%for the year. • Constant currency underlying revenue growth wasstrong in all regions: Nigeria up 27.7%, East Africa up 22.7%and Francophone Africa up17.2%; and across all key services, with revenue in Voice up 15.4%, Data up34.6% and Mobile Money up 34.9%. • Underlying EBITDA of$2,311m, grew by29.0% inreported currency. • Underlying EBITDA margin of49.0%, increased by294 basispoints. • Operating prot grew by37.2% to$1,535m inreported currency. • Prot after tax grew by82.0% to$755m. • Basic EPS of16.8 cents, an increase of 86.5%. EPSbefore exceptional itemsof 16.0 cents (FY’21:8.2 cents). • Operating free cash ow of$1,655m, up40.5%, with net cash generated from operating activities up20.7% to $2,011m. Over the last twelve months the business has repaid nearly $1.4bnof debt at Holdco asa result of strong cash upstreaming across its OpCos and proceeds from minority investments inmobile money and tower sales. • Leverage ratio improved to 1.3xfrom 2.0x in the prior year, with $1bn ofdebt nowheld at HoldCo (FY’21:$2.4bn). • Customer base of128.4million, up 8.7%, with increased penetration across mobile data (customer base up15.2%) and mobile money services (customer base up20.7%). NIN/SIM regulations inNigeria impacted customer growth in H1, but then returned tostrong growth, adding 4million customers inNigeria during H2’22. • The Board recommends anal dividend of3 cents per share, making total FY’22dividend 5 cents per share (FY’21:4 cents). Performance highlights 75 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Financial review #### GAAP measures Revenue Reported revenue grew by20.6% to$4,714m. The prioryear beneted from aone-time exceptional revenue of $20m relating toa settlement in Niger.Excluding this, revenue grew by21.3% inreported currency and by23.3% inconstant currency.Constant currency growth of 23.3% waspartially oset bycurrency devaluations, mainly inthe Nigerian naira (5.6%) and the Malawian kwacha (7.2%), in turn partially oset byappreciation in the Ugandan shilling (4.1%) and Zambian kwacha (4.4%). Revenue growth for the year beneted from aweakened performance in the rst quarter ofthe prior year during the peak period ofCovid-19restrictions across the region. Underlying revenue ($m) FY’22 FY’21 4,714 20.6% 14.2% 3,908 1Revenue includes one-time exceptional revenue of$20m relating to a settlement in Niger in the yearended March 2021 2Growth %in reported currency Operating prot Operating prot grewby 37.2% to$1,535m inreported currency asa result ofstrong revenue growth and improvements in operating eciency across all our regions. Operating prot included aone-time cost of$32m consisting ofa $12m provision forexpected settlement of acontractual dispute in which one ofGroup’ssubsidiaries isa party, and $20m costs relating toan agreement on historic spectrum fees in one of the Group’ssubsidiaries. This compared tothe prior yearwhich included again of$20m for aone-time settlement inNiger,which was partially oset byone-o costs of$6m inFrancophone Africa. Excluding exceptional items, operating prot grew by41.9%. Operating profit ($m) FY’22 FY’21 1,535 37.2% 24.2% 1,119 Growth %in reported currency Net nance costs Net nance costs were broadly at, aslower foreign exchange and derivative losses, higher interest income and aone-time $12m gain in other nance charges asa result ofthe reversal ofan interest provision in one ofour operating entities were oset bya one-o cost of$19m for the applicable premium paid on the early repayment ofthe $505m bonds inMarch 2022. Additionally,interest costs were also broadly at as lower interest costs on ourreduced market debt were oset byan increase ininterest costs on lease liabilities. The Group eective interest rate increased to5.6% compared to4.9%, largely driven byrepayment ofthe EUR750m bond inMay 2021, which carried alower-than-average coupon, and due tohigher local currency debt at the OpCo level. In line with our strategy to continue toreduce foreign currency debt atHoldco, wealso repaid $505mbonds in March 2022, one yearearlier than their March 2023 redemption date. One-o costs of$19m, including applicable premium, havebeen recorded under non-operating exceptional items, while the Group will save anaggregate ofc.$26m oninterest payments from the earlyredemption. Taxation Total tax charges were$469m, an increase of $187m, driven byhigher operating prot and withholding tax on dividends by subsidiaries. The prior year alsobeneted from the recognition ofa deferred tax credit of $36min Tanzania. Prot after tax Prot after tax increased by82.0% to$755m. This increase was mainly led byhigher operating prots and stable net nance costs which more than oset the associated increase intax charges. Exceptional gains were also $12mhigher than the prior year. Basic EPS Basic EPSclimbed to16.8 cents, animprovement of 7.8 cents (+86.5%) from 9.0cents in the prior year. This increase wasmainly due tohigher operating prots which more than oset increased tax charges and higher non-controlling interests (due tohigher prot contributions in OpCos with minority shareholdings, new minority shareholdings inAirtel Money partially oset bylower minority interests in Airtel Nigeria asa result ofthe successful share buy-back). Net cash generated from operating activities Net cash generated from operating activities was$2,011m, an increase of20.7%from $1,666m in the prior period. The increase was largely driven byhigher prot before tax of $527m, which was partially oset byhigher tax payments on the increased prots and withholding tax ondividends by subsidiaries. Over the last twelve months the business has repaid nearly $1.4bnof debt at Holdco as a result ofstrong cash upstreaming across its OpCos and proceeds from minority investments inmobile money and tower sales. #### Alternative performance measures Underlying revenue Underlying revenue inconstant currency grew by23.3%, driven by both customer base growth of8.7% andARPU growth of15.4%. The slowdown in customer base growth was dueto the introduction of new SIM registration regulations inNigeria. Excluding Nigeria, the customer basegrew by10.2%. InNigeria, ourcustomer basereturned to growth inthe second half of the year, adding anet 2.4million Strategic report 76 Airtel Africa plc Annual Report and Accounts 2022 Profit after tax ($m) 415 March ’21 reported profit after tax March ’22 reported profit after tax March ’21 profit after tax excluding exceptionalitems Operating profit Finance cost Tax March ’22 profit after tax excluding exceptionalitems March ’22 exceptional items (50) March ’21 exceptional items 365 19 693 755 462 (153) 62 MA RC H 2021 MA RCH2022 ![]() customers for the full year. Atthe end ofthe yearour total customer base was 128.4 million, an increase of10.2 million. ARPU growth of 15.4%was driven byall our key services: with data contributing 7.7%, voice contributing 4.3%, mobile money contributing 2.7%, and the balance coming from other revenue, which wasmarginally impacted in Q4from the loss oftower sharing revenues relating totowers sold during the year. Revenue growth was recorded across all our regions and keyservices. Underlying revenue inNigeria grew by27.7%, in East Africa by22.7%, and in Francophone Africa by17.2%. Voice revenue grewby 15.4%, data revenue grewby 34.6%and mobile money revenue grew by 34.9% inconstant currency. Underlying EBITDA Underlying EBITDA was$2,311m, anincrease of29.0% in reported currency and of31.2% inconstant currency.Growth inunderlying EBITDAwas led byrevenue growth andsupported byimproved operating eciencies. The underlying EBITDA margin improved by 294basis points in reported currency to 49.0%. Foreign exchange had anadverse impact of$58m onrevenue, and $26mon underlying EBITDA, asa result ofdevaluations of the Nigerian naira and the Malawian kwacha, inturn partially oset byappreciations of both the Ugandan shilling and theZambian kwacha. With respect to currency devaluation sensitivity,on a 12-month basis, a 1% currency devaluation across allcurrencies inour OpCos would have anegative impact of$43m onrevenues, $26m onunderlying EBITDAand $21m onnance costs. Our largest exposure isto the Nigerian naira, for which a1% devaluation would havea negative impact of$18m on revenues, $11mon underlying EBITDAand $7m on nance costs. Underlying EBITDA ($m) FY’22 FY’21 2,311 49.0%\* 46.1%\* 1,792 \*EBITDA margin % Tax The eective tax rate was39.0% compared to43.2% in the prior period, largely dueto prot mix changes amongst the OpCos. The eective tax rate ishigher than the weighted average statutory corporate tax rate ofapproximately 33%, largely due tothe prot mix between various OpCos and withholding taxes on dividends by subsidiaries. Exceptional items Operating exceptional items of$32min the year ended 31 March 2022 consists of a$12mprovision forexpected settlement of a contractual dispute inwhich one of the Group’ssubsidiaries isa party and $20m costs ofagreeing historic spectrum fees in one ofthe Group’ssubsidiaries. The prior period operating exceptional items includes exceptional revenue onaccount of aone-time settlement in Niger amounting to$20m, partially oset bya one-o cost of$6m in FrancophoneAfrica. Non-operating exceptional items inthe yearended 31 March 2022 include a gainof $111mon the sale oftelecommunications tower assets in the Group’ssubsidiaries inTanzania, Malawi, Madagascar, and Rwanda, partially oset byone-o cost of$19m including applicable premium paid onthe early repayment of $505mbonds in March 2022. Exceptional tax benet of$2m recognised in the yearmainly relate to the provision for the contractual dispute in which one ofthe Group’s subsidiaries isa party, and the $36m inthe prior yearrelates to deferred tax credit recognition inTanzania. EPS beforeexceptionalitems EPS before exceptional items almost doubled to 16.0 cents, upby 96.0% (+7.8 cents)from 8.2 cents in the prior year. This increase was mainly dueto higher operating prots which more than oset the increased tax charges and higher non-controlling interests (due to higher prot contributions inOpCos with minority shareholdings, new minority shareholdings inAirtel Money partially oset bylower minority interests in Airtel Nigeria asa result ofthe successful share buy-back). Description UoM March 2022 Weighted average shares outstanding 2021 m 3,758 Weighted average shares outstanding 2022 m 3,754 March 2021 EPS before exceptional items$ cents 8.2 Exchange $ cents (0.3) Operating prot (constant currency)$ cents 12.7 Net nance charges$ cents 0.5 Derivatives and Forex gain/(loss)$ cents 0.2 Finance charges (excluding derivatives and Forex)$ cents 0.3 Tax $ cents (4.2) Others\* $ cents (0.9) March 2022EPS before exceptional items$ cents 16.0 \*Others includes achange in minority shareholder PATand prot/(loss) onjoint ventures Operating free cash ow Operating free cash ow increased by 40.5% to$1,655m, ashigher underlying EBITDAmore than oset increased capital expenditure. Capital expenditure in the prior year wasslightly lower due tologistical challenges asa result of the pandemic. Strategic investment and asset monetisation Wereceived a minority investment of$550m from fourinvestors in Airtel Mobile Commerce B.V. The RiseFund invested $200m, Mastercard $100m, Qatar Holding LLC(QIA) $200m and$50m from Chimera Investment LLC. Tax Description Unit of measure Year ended March 2022 Year ended March 2021 Prot before taxation Income tax expense % Prot before taxation Income tax expense % Reported eective tax rate $m 1,224 469 38.3% 697 282 40.5% Adjusted for: Exceptional items $m (60) 2 (14) 36 Foreign exchange rate movements fornon-DTA operating companiesandholding companies $m 50 – 42 – One-o adjustment and tax on permanentdierence $m (12) (2) (5) Eective tax rate $m 1,202 469 39.0% 725 313 43.2% 77 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Financial review continued Additionally,the sale oftowers inTanzania, Malawi andMadagascar resulted in total grossproceeds of$284m, out of which $240m has been received so farfrom the rst closing oftower sales. We also continue to pursue further potential sales of ourtower assets in Chad and Gabon. Leverage and balance sheet measures Leverage (net debt tounderlying EBITDA) improved to 1.3xat 31March 2022, from 2.0x at 31 March 2021,largely driven by increased cash generation, expansion in underlying EBITDA and receipts of$550m from mobile money minority investments. Our balance sheet continued tobe de-risked through areduction of HoldCo debt (now $1bn, down from $2.4bn inthe prior year) and increased localisation ofour debtinto the OpCos, such thatour gross OpCo debt of$2,921m (including lease obligations)is now signicantly higher than our HoldCo debt of$1,000m. Description March 2022 March 2021 $m Underlying EBITDA $m Underlying EBITDA Foreigncurrency 1,6570.7x 2,870 1.6x Holdco 1,000 0.4x 2,388 1.3x OpCos 657 0.3x 482 0.3x Local currency 604 0.3x 452 0.3x OpCos 604 0.3x 452 0.3x Less: cash and cash equivalents 980 0.4x 1,069 0.6x Net debt, excluding leaseobligations 1,281 0.6x 2,253 1.3x Lease obligations 1,660 0.7x 1,277 0.7x Net debt, including leaseobligations 2,941 1.3x 3,530 2.0x Net cash generated from operating activities Particulars March 2022 $m March 2021 $m Change $m UnderlyingEBITDA 2,311 1,792 519 Other non-cash items (38) (7) (31) Operating cash ow before changes inworkingcapital 2,273 1,785 488 Change inworking capital 31 76 (45) Net cash generated from operations before tax2,304 1,861443 Income tax paid (293) (195) (98) Net cash generated from operating activities 2,011 1,666 345 Net debt bridge Particulars March 2022 $m March 2021 $m Net cash generated from operating activities 2,011 1,666 Cash capex (tangible) (717) (645) Cash capex(intangible) (22) (270) Cash interest (351) (302) Repayment of lease liabilities (251) (208) Dividend paid tonon-controlling interests (48) (9) Subtotal (a) 622 232 Dividend toAirtel Africa plc shareholders (169) (169) Acquisition ofnon-controlling interest (164) (7) Increase in mobile money wallet balance (64) (139) Proceeds from sale oftower assets 251 – Proceeds from sale ofshares to non-controlling interests 550 – Others (13) (12) Subtotal (b) 391 (327) Particulars March 2022 $m March 2021 $m Addition oflease liabilities (651) (359) Repayment of lease liabilities 251 208 Foreign exchange on borrowings and cashows (24) (37) Subtotal (c) (424) (188) Net debt (increase)/decrease d= a+b+c 589 (283) Opening net debt 3,530 3,247 Closing net debt 2,941 3,530 Purchase of intangible assets Purchase ofintangible assets of $22m includes $10m payment for an additional licence in Kenya. Previous year amount of$270mmainly includes licence renewals in Nigeria for $182m and $65m in Uganda. Dividend paid toshareholders During the year, the Board approved an upgrade tothe progressive dividend policy, aiming togrow the dividend annually bya mid- to high-single-digit percentage from anew base of 5cents per share for FY’22. Final dividend payment of 2.5cents per ordinary share foryear ended 31 March 2021 waspaid during the yearand aninterim dividend payment of2 cents per ordinary share. The Board recommended a naldividend of3 cents per share foryear ended 31 March 2022. Proceeds from sale of shares to non-controlling interests In line with the Group’spursuit ofstrategic investment in our mobile money business, wereceived a minority investment of$550m from four investors in Airtel Mobile Commerce B.V. – refer toNote 5(g) of consolidated statement ofnancial position asset out on page 178 for details. Proceeds from sale of tower assets With the focus on anasset-light business model andon its core subscriber-facing operations, the Group has received proceeds of $251mfrom the sale of tower assets in Tanzania, Malawi, Madagascar and Rwanda. Refer toNotes 5(c) to5(f) ofconsolidated statement of nancial position asset out on page 177-178 for details. Acquisition ofnon-controlling interest During the year Airtel Networks Limited (‘Airtel Nigeria’),a subsidiary of Airtel Africa plc, completed the buy-back of 8.22%non-controlling interest (out ofan existing 8.26%) from minority shareholders for a consideration of$163m (including directly attributable transaction costs). Refer toNote 5(h) ofconsolidated statement of nancial position onpage 178 fordetails. Foreign exchange onborrowingsand cash ows Foreign exchange on borrowings and cash ows primarily represents loss on account ofrestatement ofEUR bonds due toappreciation of euro against USdollar. #### Financial information by service Weprovide performance data forour mobile voice and data services and Airtel Money in ourbusiness review on pages 68-71. #### Financial information by market Weprovide performance data foreach of ourmarkets inour business review onpages 62-67. Strategic report 78 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Consolidated statement of nancial #### position The consolidated statement ofnancial position isset out onpage 163. Details on the major movements of ourassets and liabilities in the year areset out onthis page. Assets Property, plant and equipment Property,plant andequipment (including capital work inprogress) increased by $171mto $2,403m. This wasdue tocapital expenditure of $646mlinked to continued investment innetwork assets, which was partially oset by$418m ofdepreciation and sale ofthe tower assets. Right of use assets Right of useassets increased by$310m to$1,109m. The increase of $539m wasdue tothe capitalisation ofthe present value of telecommunication towers taken on long-term lease (including additional sale and lease back infour markets), partially oset by $211mof depreciation. Deferred tax assets (net) Deferred tax assets decreased by$92m mainly due toutilisation of deferred tax assets inAirtel Nigeria onaccount ofimproved taxableprots. Balance held under mobile money trust The balance held under mobile money trust represents the funds of mobile money customers which are notavailable for useby the Group, and these haveincreased by$73m. Total equity and liabilities Total equity Total equity increased by $296m to$3,649m. This waslinked tothe $755mprot for the period, partially oset by $169m dividend to shareholders of Airtel Africa, the $164mimpact ofthe buy-back ofan 8.22%non-controlling interest inAirtel Nigeria and $76m dividend to minority shareholders in subsidiaries. Borrowings Gross borrowings (including short-term borrowings)reduced by $684m to$3,932m. This waslargely due torepayment of a$915m bond which wasdue in May2021 andprepayment of $505mbonds one year earlier than their March 2023redemption date, oset byan increase inlease liabilities by$383m andthe drawdown of anexternal loan. Net debt ofthe Group as of31 March 2022 was$2,941m. Non-current liabilities Non-current liabilities (excluding borrowings) increased by$592m. This was largely due tothe recording of aput option liability at the present value ofthe expected buy-back amount relating to investments bythe Rise Fundand Mastercard intoAMC B.V. Current liabilities Current liabilities (excluding borrowings)increased by$168m to $1,964m. This waslargely dueto a$64m increase inmobile money wallet balance, consistent with the growth inmobile money cash as described above and a$47m increase in current tax liabilities (net). Further details ofthe Group’s liquidity position andgoing concern assessment are shown on page 166, Note 2.2 ofthe nancial statements. Dividends The Board hasrecommended anal dividend of3 cents per ordinary share for the yearended 31 March 2022. The proposed nal dividend will be paid on22July 2022 to allordinary shareholders whoare on the register of members atthe close of business on 24 June 2022. Wewill announce more details indue course. We paid an interim dividend of2 cents per ordinaryshare inDecember 2021. #### Non-nancial information statement Weare pleased to setout below where youcan nd information relating to non-nancial matters inour strategic report, as required under sections 414CA and 414CB ofthe Companies Act 2006. Page(s) Business model Strategic report 1-88 Business model andKPIs24, 17 Principal risks and mitigation 83-86 Environmental matters Our 2021/22 sustainability stategy update 43-58 Principal risks and mitigation: compliance tolegal requirements, KYCand quality ofservice, non-compliance,internalcontrolsandcompliance 83-86 Our people Principal risks and mitigation: leadership succession planning, internal controls and compliance 83-86 Chair’s statement; company vision and values12,24 Directors’ report 123-127 Stakeholderengagement: ‘Ourpeople’ 27 Socialmatters Principal risks and mitigation: Covid-19 83 Directors’ report 123-127 Information about ourapproach to tax can befound on our website: www.airtel.africa Respect for humanrights Principal risks and mitigation: supply chain 84 Our Code ofConduct can befound on ourwebsite: www.airtel.africa Anti-corruption and anti-bribery matters, health and safety Directors’ report, modern slavery act, anti-corruption and anti-bribery matters 123-127, 111 Our Code ofConduct andother related policies can be found onour website: www.airtel.africa 79 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Managing our risk #### Managing our risks Weoperate in14 markets across Africa. Our markets oer both long-term growth opportunities anda diverse range ofrisks and uncertainties. Managing these risks is anessential part ofdelivering our strategy. Itmeans wecan continue to createvalue for our business and shareholders, and for the millions ofpeople whose lives we help transform. #### Identifying and managing risk The directors havecarried out arobust assessment ofthe company’s principal and emerging risks tocomply with Provision 28 of the Governance Code. Wehave designed our risk management framework togive usa consistent meansof identifying, mitigating and monitoring risk across all 14 ofour operating companies and Group entities. Itprovides senior management and ourBoard with oversight over our principal risks, andpromotes abottom-up approach to identifying and managing risks across the Group. #### Risk management governance The Airtel Africa plc Board hasoverall responsibility for the Group’s risk management framework and processes. Through the Audit and Risk Committee, the Board oversees the Group’srisk management framework and regularly reviews its principal risks as well asemerging risks that mayimpact the Group. Within that overarching framework, the governance ofrisk management hasbeen cascaded tovarious levels across the organisation toallow eective management ofthe Group’srisks. The framework covers the interplay between risks impacting Airtel Africa asa whole andrisks identied ateither the operating company (OpCo) level (geography-related)or the functional level (business function-related). Our Group Executive Risk Committee (ERC)evaluates and prioritises the principal risks with the potential to undermine our strategy,business model and solvency,in line with our overall risk appetite. The committee also reviews onan ongoing basis the external business environment to identify emerging risks which could potentially havean impact onthe Group’sbusiness in the future. Group functional teamsidentifyfunctional risks cutting across our OpCos to createa consistent Group-wide risk mitigation strategy for similar risks. We operate asimilar risk management governance structure atGroup level and within our OpCos, with both having an Executive Risk Management Committee, and with overall risk management responsibility resting with the respective boards. Each OpCo identies risks within their business environment andtakes appropriate mitigation actions. The governance ofrisk management at each OpCo rests with the OpCo Executive RiskCommittee (ERC)and the OpCo Board, which isresponsible for risk management processes and oversees the OpCo’sprincipal risks and the eectiveness ofits mitigation actions. #### We proactively manage our #### risk framework, because #### assessing and managing risk #### underpins day-to-day working #### across Airtel Africa, as well as #### supporting our key operating #### and nancial decisions. Ravi Rajagopal Chair,Audit and Risk Committee Understanding and #### managing ourrisk #### environment to support #### the Group’s objectives Strategic report 80 Airtel Africa plc Annual Report and Accounts 2022 ![]() Board – Audit and RiskCommittee The Board hasoverall responsibility for the Group’s risk management processes. Through the Audit andRisk Committee (ARC), the Board oversees the Group risk managementframework, approves the Group’s risk appetite, and regularly reviews our principal andemerging risks. The Board maintains oversight on the eectiveness ofthe Group’s risk management processes through regular reviews of the Group’sprincipal andemerging risks. This year, the ARC carried out several detailed thematic risk reviews across a number of functions within the business. Group Executive RiskCommittee The Executive RiskCommittee (ERC)is responsible for the implementation ofthe risk managementframework across the Group. The ERC reviews our signicant risks andthe progress and eectiveness ofmitigation actions ensuring that the Group operates within its dened risk appetite. The ERC meets quarterly and carries out robust reviews ofthe Group’ssignicant risks cutting across its operating markets and functions. It alsoreviews and discusses emerging risk trends with potential impact on the Group’sbusiness. Functional Risk Management Committees The Group executive functional heads are responsible for identifying and mitigating risks across the Group within their functional area. They are responsible forembedding risk management within operational business processes. The Group’s risk register is created from risks identied either by the Group functional heads or the OpCo Executive Risk Committees. The Group functional heads carry out ongoing risk reviews as part oftheir operational functional processes. These risk reviews address risks within their functions across the Group’soperating footprint. OpCo Executive Risk Committee and OpCo Board The OpCo Executive Risk Committee (ERC)performs a similar role to the Group ERC. Itis responsible forimplementing the risk management framework in our subsidiaries. It identies risks within the local environment and mitigation actions to manage those risks. Each OpCo Board has overall responsibility for the risk management process within that OpCo. The OpCo ERC meets on a quarterly basiswhile the OpCo Boards review the OpCo’s principal and emerging risks at least ona semi-annual basis. Risk identication process Our risk appetite framework Airtel Africa’s principal risks Risks impacting the Group’sstrategy, business model and solvency Emerging risks Ongoing review ofthe external environment and potential risks IDENTIFY OpCo Function Risks areidentied by analysing external and internal context both at anoperating subsidiaryand ataGroup functional level RISK ANALYSIS Assess each risk Likelihood Impact Impact/ consequence Likelihood of occurrence RANK Score andprioritise each risk Each riskis then assigned a risk rating based on the likelihood ofoccurrence and the possible impact/ consequence Risk rating Discuss and validate each risk Identied risks are assessed on During the year, the Board approved the Group’srisk appetite framework and statement. The risk appetite framework formalises the Group’srisk appetite, tolerance limits and governance oversight processes toensure that risks across the Group are managed within acceptable limits. Airtel Africa adopts afour-point scale forrisk appetite, described below. Open Westrongly accept these risks as they areincidental tothe achievement ofour business objectives. These risks provide good risk/reward trade-o, and internal competencies exist to manage orexploit these risks eectively. Flexible Weare open toaccepting these risks on ajustiable basis. We will consider available options and select the option that provides good returns with anacceptable level of risk inthe pursuit of our objectives. Cautious Wewill accept these risks only if essential, with limited potential for anegative outcome. We prefer toavoid these risks and where these risks areaccepted, the risks arecarefully measured and monitored. Averse Weare strongly opposed to these risks and prefer to avoid them. Weare not open toany risk/return trade-o and will always accept the lowest risk option for these risks. 81 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() Almost certain Likely Possible Unlikely Minor Moderate IMPACT LIKELIHOOD Significant Extreme 1 2 11 4 56 7 8 9 10 3 3 Risk heat map (residual risks) #### Managing our risk continued Strategic risks Operational risks Financial risks Governance and compliance risks Description CategoryPhilosophy/approach Reference in heat map These are risks arising from changes inour external business environment such asmacro- economic conditions ormarket/ competitive dynamics Risks aecting our ability to eectively operate our business model across a variety of functional areas Risks impacting our liquidity or solvency, nancial reporting, or capital structure Risks aecting our ability to comply with ourlegal, regulatory and governance obligations Weoperate in14 countries across Africa with signicant market opportunities arisingfrom lowpenetration oftelecommunications and banking services. The Group isbullish onthe opportunities that Africa presents and isgenerally open to taking increased levels of risks tocapture these market opportunities. 1 2 3 Delivering on the Group’s strategic objectives requires an eective operating model, execution excellence andoperational rigour, with afocus on customer satisfaction across the organisation. This operational excellence will ensurethat the Group can continue to deliver incremental revenue growth atminimal marginal costs resulting in apositive ow-through to protability. 4 5 6 7 8 9 The Group iscommitted toprudent nancial management built on arobust system ofcontrols and eective business partnering. The Group isexible inits risk-taking approach to nancial management to supportthe Group’sstrategic growth objectives but averse towards anyform ofviolation ofits system of key nancial and internal controls. 10 Airtel Africa iscommitted tocomplying with laws and regulations in the jurisdictions where it operates andaverse to violations ofits legal or regulatory obligations. 11 #### How we classify our risks Weclassifyour risks usingthe categorisation methodology shown below.Our risk classication allows fora consistent approach for risk identication andcommunication across the Group. Strategic risk 1 Adverse competition and market disruption 2 Digitalisation andinnovation 3 Covid-19 (FY’22) 3 Covid-19 (FY’21) Operational risk 4 Technology obsolescence 5 Cyber and information security threats 6 Increase in cost structure 7 Leadership succession planning 8 Internal controls and compliance 9 Network resilience and business continuity Financial risk 10 Exchange rate uctuations and availability of foreign currency for repatriation Governance andcompliance risk 11 Non-compliance to legal and regulatory requirements Currently,all the principal risks are within our risk appetite. Strategic report 82 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Principal risks and mitigation RISK RISK RISK Adverse competition andmarket disruption Covid-19 Digitalisation and innovation Description ofrisk How we mitigate this risk Risk appetite Risk owners Weoperate inan increasingly competitive environment across our markets andsegments, particularly with respect topricing andmarket share. Aggressive competition byexisting players or the entry of anew player could put adownward pressure onprices, adversely aecting our revenue and margins, aswell asour protability and long-term survival. The nature andlevel of the competition weface varies foreach of ourmarkets, products andservices. Covid-19continues tobe both ahealthcare crisis and amajor disruptor inthe lives ofpeople andthe economic activities of businesses andgovernments across the world. The pandemic hasunderlined how critical telecoms are tothe countries inwhich we operate, and throughout the crisis wehave maintained ourservices aswell as supporting communities, includingby coordinating medical relief with respective governments. While the pandemic has shown the continued resilience ofour operating model, wecontinue to monitor the evolution ofthe pandemic toprevent any negative adverse impact on the Group’s ability tooperate its business eectively. Failure toinnovate through simplifying the customer experience and developing adequate digital touchpoints inline with changing customer needs and the competitive landscape could lead toloss of customers and market share. We need to continually innovate tosimplify our user experience, make ourbusiness processes more agile, and develop more digital touchpoints toreach our customers and meet their changing needs. #### Strategic risks Open Cautious Open Salesanddistribution director andhead of marketing and home broadband Chief executive ocer Chief information ocer 1 Ongoing monitoring ofcompetitive landscape and competitor activities 2 Driving penetration of bundle oerings tolock in customers, increase aordability and reduce churn 3 The continued growth ofour Airtel Money business and the increased penetration ofour GSM customers using Airtel Money services helps to increase customer ‘stickiness’ onour network 4 Simplifying customer experience through self-care and other apps, including customer touchpoints 1 The Group’s business continuity plansensure minimal disruption inour abilities toprovide critical telecomservices 2 The Executive Committee maintains oversight of the Group OpCo crisis management teams 3 The Group’s operations continue toadopt a exiblework-from-home policy 4 Digital self-care channels through which customers can access the company’s products and services and resolve basic customer queries 1 Rollout ofdigital apps and self-care channels to simplify customer experience 2 Focus of Airtel Africa Digital Labs ondeveloping cutting edge digital solutions toaddress customer needs and solve complex problems usingthe latest technologies 3 Simplifying ourcore IT systems and integration capabilities toallow for faster deployment of new products and services and integration with third-party applications RISK Technology obsolescence An inability toeectively and eciently invest in and upgrade our network and IT infrastructure would aect our ability to compete eectively in the market. While we continually invest inimproving and maintaining our networks and IT systems to address current levels ofvolume and capacity growth, we need to continue tocommit substantial capital tokeep pace with rapid changes in technology and the competitive landscape. FlexibleChieftechnology ocer and chief information ocer 1 Refreshing our IT infrastructure with a focus on cloudtechnology 2 Network modernisation project involving upgrades toour core (mobile switching) and packet(mobile data)networks 3 Reducing the cost ofnetwork operations by adopting radio agnostic technology,single RAN, which allows easy switching ofnetwork resources and spectrum between 2G, 3Gand 4Gnetworks at minimal marginal costs Key toour strategic pillars Win with network Win with distribution Win with dataWin with mobile moneyWin with costWin with people 1 2 3 4 83 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Principal risks and mitigation continued RISK RISK RISK RISK Internal controlsand compliance Cyber and information security threats Increase in cost structure Leadership succession planning Description ofrisk How wemitigate this risk Risk appetite Risk owners Gaps in our internal control and compliance environment could aect our reputation andlead to nancial losses. Our nancial reporting issubject to the risk that controls maybecome inadequate due to changes in internal or external conditions, new accounting requirements, or delays orinaccuracies in reporting. We continue to implement internal risk management and reporting procedures atthe Group and OpCo levels toprotect against risks of internal control weaknesses and inadequate control over nancial reporting. Cybersecurity threats through internal or external sabotage orsystem vulnerabilities could potentially result incustomer data breaches and/or service downtimes. Like anyother business, weare increasingly exposed tothe risk that third parties or malicious insiders mayattempt touse cyber-crime techniques, including distributed denial of service attacks, todisrupt the availability,condentiality and integrity of ourIT systems. This could disrupt ourkey operations, makeit dicult torecover critical services and damage our assets. Adverse changes inour external business environment and/or supply chain processes could lead toa signicant increase inour operating cost structure and negatively impact protability.Our operating costs aresubject tosupply chain risks, including uctuations in global commodity prices, market uncertainty, energy costs (such asdiesel and electricity), and the cost ofobtaining and maintaining licences, spectrum andother regulatory requirements. Prevailing macroeconomic conditions anda variety of other factors beyond ourcontrol, such asrising global ination andthe impact ofthe war inUkraine on the prices of commodities, alsocontribute tothis risk. Weneed tocontinually re-evaluate ouroperating model and cost structure to identify innovative ways to optimise our costs and improve protability. Weneedto continually identify and develop successors for keyleadership positions across our organisation to ensure minimal disruption tothe execution ofour corporate strategy. Our ability toexecute our business strategies depends in large part onthe eorts of our key people. In some ofthe countries inwhich we operate, there’sa shortage ofskilled telecommunications professionals. Any failure to successfully recruit, train, integrate, retain andmotivate key skilled employees could havea material adverse eect on our business, the results ofour operations, nancial condition andprospects. #### Operational risks Averse Averse Flexible Cautious Chief nancial ocer Chief information ocer Chief supply chain ocer Chief human resources ocer 1 Ongoing review and strengthening ofthe Group’sinternal controls overnancial reporting and compliance processes 2 Review process for addressing and mitigating ndings from internal audit, with oversight from the Audit andRisk Committee 3 Arobust system for assessing and monitoring keycontrols across the Group, and independent assurance testing of these controls 1 Ongoing review and implementation of security controls tomitigate possible system vulnerabilities 2 Awareness campaign and training of employees onIT and cybersecurity risks and control measures 3 Continuing toidentify risk and assess vulnerability 1 Continuous review ofour operating model and supply chain processes toidentifycost optimisation opportunities 2 Rolling out various initiatives to optimise our operating structure to improve business performance 3 Long-term planning and buying strategies mitigating the eects of short-term disruptions within our supply chain 1 Dened functional and leadership development plans for critical roles 2 Ongoing identication ofhigh-potential employees fortalent development 3 Long-term incentive arrangements to encourage employee retention andalignment to long-term company objectives Key toour strategic pillars Win with network Win with distribution Win with dataWin with mobile moneyWin with costWin with people 5 6 7 8 Strategic report 84 Airtel Africa plc Annual Report and Accounts 2022 ![]() RISK Network resilience andbusiness continuity Description ofrisk How we mitigate this risk Risk appetite Risk owners Our ability toprovide unparalleled quality ofservice to ourcustomers and meet quality ofservice (QoS) requirements depends on the robustness and resilience ofour network and ITinfrastructure and our ability torespond appropriately toany disruptions. Our telecommunications networks are subject torisks oftechnical failures, aging infrastructure, human error,willful acts of destruction ornatural disasters. This can include equipment failures, energy or fuel shortages, software errors, damage to bres, lack of redundancy plans and inadequate disaster recovery plans. #### Operational risks continued Cautious Chieftechnology ocer and chief information ocer 1 Implementing geographically-redundant disaster recovery sites toprovide back up forour networks and IT infrastructure across ourOpCos 2 Regular testing offallback plansfor network and IT systems to ensure reliability of switch over from active to redundant nodes in theevent of adisaster RISK RISK Exchange rate uctuations and availability of foreign currency for repatriation Non-compliance tolegal andregulatory requirements Description ofrisk Description ofrisk How wemitigate this risk How wemitigate this risk Risk appetite Risk appetite Risk owners Risk owners Our multinational footprint means we are constantly exposed to the risk ofadverse currency uctuations and the macroeconomic conditions inthe markets where weoperate. We derive revenue and incur costs inlocal currencies where weoperate, but we also incur costs inforeign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements inexchange rates between the currencies inour OpCos and the USdollar could have anegative eect onour liquidity and nancial condition. Insome markets, weface instances of limited supply offoreign currency within the local monetarysystem. This constrains our ability tofully benet at Group level from strong cashgeneration by those OpCos. Weoperate indiverse legal and regulatory environments. Establishingand maintaining adequate procedures, systems andcontrols enables usto comply with ourobligations forthe services weprovide to ourcustomers inall the jurisdictions where weoperate. Weare required to comply with Know Your Customer, anti-money laundering, anti-bribery and corruption, sanctions, data privacy, quality ofservice and other laws and regulations. Afailure to comply could lead to unanticipated regulatory penalties andsanctions or tax levies, as wellas damage toour reputation. #### Financial risks #### Governance and compliance risks Flexible Averse- cautious Chief nancial ocer Chief legal ocer and chief regulatory ocer 1 Renegotiating Forex-denominated contracts to local currency contracts 2 Hedging foreign currency denominated payables and loans, andmatching assets andliabilities, where possible 3 Adequate funding arrangements tomitigate any short-term liquidity constraints caused by uctuations in Forex supply 4 Geographical diversication enables access to liquidity across our footprint 5 Ongoing review of asset monetisation opportunities for the reduction offoreign currency denominated loans atthe HoldCo 1 Instituting various policies across the Group to comply with legal requirements in jurisdictions where weoperate 2 Continuing engagement with regulators and industry bodies on keypolicy matters 3 Implementing a regular compliance tracking process, identifying root causes for cases of non-compliance and taking corrective actions 4 Implementing anescalationprocess forreporting signicant matters tothe Group oce 5 Communicating with and training employees on relevantcompany policies Key toour strategic pillars Win with network Win with distribution Win with dataWin with mobile moneyWin with costWin with people 9 10 11 85 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Principal risks and mitigation continued #### Key development in principal and emerging risks within the nancial year Based on risk reviews conducted during the nancial year, the following changes occurred inthe Group’s emerging risks from the last nancialyear: Risk Changes Post-Brexit regulatory environment This was removed asan emerging risk after our review of the situation following Brexit, given the fact that the Group’soperating subsidiaries arelocated outside the UKand EU. We will continue to monitor this risk. Covid-19 The potential impact/consequence ofthis principal risk was assessed asreducing from signicant to moderate (see the ‘heat map’on page 82), since the company hasdeveloped capabilities to eectively manage andadapt its operations to cope with disruptions attributed to the pandemic. Exchange rate uctuations and availability of funds forrepatriation On 4February2022,Airtel Africa announced that its 100% owned subsidiary,Bharti Airtel International (Netherlands)B.V.,had elected to redeem allof its 5.125%guaranteed senior notes due in 2023(Notes), aggregating to$504,915,000, on 4March 2022 (Redemption date),ahead of its maturity inMarch 2023. Inaddition to the outstanding principal, the redemption price will include settlement ofall outstanding accrued interest up tothe redemption date, plus the applicable make-whole premium inaccordance with the terms of the Notes. This early redemption aligns with the continuation of ourpursuit ofa reduction of external foreign currency debt atthe Group level. Adverse competition and market disruption On 4November 2021, Airtel Africa’ssubsidiary Smartcash Payment Service Bank Limited (Smartcash)was granted approval in principle tooperate a payment service bank (PSB)business in Nigeria. On 14 November 2021, Airtel Africa’s subsidiary Airtel Mobile Commerce Nigeria Ltdwas granted approval in principle bythe Central Bank ofNigeria tooperate asa super-agent inNigeria. The super-agent licence isdistinct from the PSB licence. Under the super-agent licence, weare able to createan agent network thatcan service the customers oflicensed Nigerian banks, payment service banks and licensed mobile money operators in Nigeria. Final approval ofthe super-agent licence is subject tothe Group satisfying certain standard conditions. Digitalisation andinnovation To further strengthen ourdigitalisation drive and provide seamless solutions toour customers, the Airtel Africa Digital Labs team wasfurther expanded with the launch ofAirtel Africa Digital Labs in Nigeria during the year. The Airtel Africa Digital Labs teamis ourdedicated technology arm focused on building and scaling technology platforms and digital products that impact customers’ lives and fundamentally transform the waywe operate. The team isfocused onsolving complex problems using latest technologies through innovative new product development spanning analytics, platforms, digital consumer products and enterprise product engineering. This allows usto improve productivity asan organisation, while providing amore seamless digital experience toour customers. For more information about Digital Labs, see page 73. Leadership succession planning Airtel Africa plc opened anew oce in Dubai, adding toits existing administrative oce locations in Nairobi, London, Amsterdam andDelhi. The Executive Committee will operate out of the new oce which provides for signicantly improved connectivity and enhanced cooperation with our 14 operating markets across Africa and with our other administrative oces. This new oce location not only provides the Group with access toan expanded pool ofglobal talents cutting across Europe, the Middle East andAfrica but also provides exibility in our talent acquisition and retentions processes. #### Emerging risks Climate change: we continue toevaluate the potential impact of climate change on ourbusiness operations andon the economies inwhich weoperate. We’recommitted toanalysing our climate-related risks andreadiness and toworking towards the disclosure recommendations ofthe Task Force for Climate-related Financial Disclosures (TCFD), as described on pages 52-58. Our ambition is toachieve net zeroGHG emissions ahead of the 2050deadline set out inthe Paris Agreement aspart of our sustainability strategy, described on pages 43-58. Our risk management framework gives our Board and Executive Committee a clear line of sight over risks and uncertainties and enables informed decision making. PeterOdedina Chief compliance ocer Strategic report 86 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our long-term viability statement #### Viability statement of Airtel Africa plc In accordance with provision 31 of the 2018 UK Corporate Governance Code, the Board assessed our long-term strategic prospects, as well as the ability of the Group to meet future commitments and liabilities as they fall due within the assessment period. The Group prepares a ten-year strategic business plan which is used for long-term forecasting purposes and impairment testing (including strategic decisions such as capital investment) and is aligned with the average life of our regulatory licences and network assets and the potential opportunities inthe under-penetrated emergingAfrican telecom sector. For the purpose of our long-term viability assessment, the Board primarily focuses on liquidity and assesses the Group’s long-term viability assessment over a three-year period for the following reasons: • our three-year liquidity plan matches the current visibility of the tenure of ournancing arrangements • the design and payout of the management incentive plan. While the Board believes the Group will be viable over a longer period, given the inherent estimation uncertainty involved in forecasting liquidity assumptions over a longer period, the Board concluded that a three-year period provides areasonable degree ofcondence while still retaining a longer-term perspective. Although our long-term viability assessment is performed over a three-year period which matches the current tenure of ournancing arrangements asa matter of prudence, the Group also assessed viability ona ve-year time horizon. Given the maturities of ourexisting nancing arrangement which are materially within the three-year period, the assessment on this ve-year period didnot result inmaterial changes in conclusion as compared to the three-year assessment period. For goodwill impairment test, the Group has used a ten-year period, taking into account the nature of markets in which the Group operates, the period of its licences, etc. as against the three-year period for viability assessment which focusses on Group’s liquidity plan and design/ payout of management incentive plan being the core elements of long-term viability assessment. In assessing the Group’s prospects, the directors considered 5G cellular network potential in the markets where the Group operates. The Group’srst endeavor isto secure spectrum for5G launch and roll out 5G network in key markets. Given the relatively low 4G customer penetration in the countries where it operates, the Group will continue to focus its strategy to expand its data service and increase data customer penetration by leveraging and expanding its leading 4G network. This assessment is prepared based on our strategy, and adequate sensitivity and stress tests have been conducted through various scenarios, both individually and collectively, based on our overall risk assessment framework. Our communities continued to face health and economic challenges linked to Covid-19 and the omicron variant. Over the past two years of the pandemic, the Group hasdeveloped capabilities toeectively The preparation of this long-term viability statement involved the Board reviewing the Group’s long-term prospects and ability to meet future commitments and liabilities as they fall due over the three-year review period, including scenario analysis on liquidity events through stress and sensitivity test to assess the resilience and strength of our forecasts. Board’s assessment Assessment period The viability assessment is based on our current business model (see pages 24-25 of this report), a three-year prospect horizon, and our strategy (see pages 31-42). Assessment of headroom based onforecast cash ows and sensitivities to assess our ability to meet future commitments and liabilities as they fall due over the next three years. Long-term prospects and headroomanalysis Our three-year plan has been prepared considering organic growth potential in the geographies where we operate. Principal risk assessment Our risk evaluation is described on pages80-86. While each principal risk has been carefully evaluated, both individually and collectively, and an adequate monitoring and mitigation plan has been dened, wehave also considered sensitivity analyses and stress tests on the three-year projections. Scenario analysis Wehave quantied the impact of sensitivities on cash and liquidity headroom availability, both individually and collectively, in reasonable worst-case scenario. In assessing the impact of sensitivities on cash and liquidity headroom, we have considered various mitigating actionswhich could be undertaken to ensure sucient liquidity. manage and adapt its operations to cope with varying levels of disruptions attributed to the virus. The Covid-19 pandemic made clear that mobile technology, and mobile money in particular, has a huge role to playin keeping people connected, delivering vital nancial support and providing safe, no-contact ways to pay for food, electricity and other life essentials. Despite the signicant challenges the business faced during the course of the pandemic, our operating model proved to be resilient to the social and economic impact brought by Covid-19. However, we have continued to givespecic consideration tothe impact ofCovid-19 on our cash ows with sensitivities performed, including possible incremental revenue decline, an unanticipated increase in costs, including additional tax and regulatory levies, currency devaluation and availability of foreign currency for repatriation to the Group. Further, notwithstanding the possible impacts of Covid-19, the Group will continue to benet from population growth and the need for increased connectivity and nancial inclusion in the medium to long term in the countries where we operate. The company ended the yearin a strong nancial position. Net cash generated from operating activities increased by 20.7% in the last 12 months to $2bn, and our net debt to EBITDA ratio continued to improve to 1.3xat the endof this nancial year. Our cash balances, in conjunction with $587m of committed undrawn facilities at the date of approval of these nancial statements, ensure wecan continue to meet ournancial obligations. During the year, werepaid approx. $1.4bn of bonds. EUR750m ($915m) bond was repaid when due in May 2021, and in March 2022 we repaid $505m USD bond one year earlier than its March 2023 redemption date. We were able to make these repayments because of our increased cash generation, and by using the proceeds from Airtel Money minority investments and tower sales. Post these repayments, only $1bn of long-term bonds will remain outstanding for the Group, with maturity falling in May 2024. 87 Airtel Africa plc Annual Report and Accounts 2022 Strategic report ![]() #### Our long-term viability statement continued The key risks considered in the stress tests, keeping in mind the demographical and sectoral dynamics along with their potential negative impacts, are detailed here: Stress tests done Link to principal risks and uncertainties Description Slowdown in revenue growth • Adverse competition and market disruption • Technology obsolescence • Network resilience and business continuity • Digitalisation and innovation • Cyber and information security threats Revenue is projected on a number of assumptions such as subscriber base, rates and change in average revenue per user. A change in any of the assumptions due to adverse competition and market disruption mayaect overall revenue growth. In most cases, changes in one such assumption (e.g., in rates) are compensated either fully or marginally by a corresponding change in other variables (e.g., subscriber base). Changes not fully compensated lead to a reduction in the rate of revenue growth. We have modelled stress test scenarios for various levels of slowdown across segments and revenue streams. Increase in operating expenses • Increase in cost structure • Digitalisation and innovation With operations spread across 14 markets and each country having adierent economic and business environment, there is always a risk of operating costs increasing beyond projected levels. Unanticipated regulatory and tax levies • Non-compliance tolegal and regulatory requirements • Internal controls and compliance As we work in diverse and dynamic legal environments, it’s necessary to establish and maintain adequate procedures, systems and controls to ensure we comply with our obligations in all the jurisdictions in which we operate. There will always be a risk of unanticipated regulatory and tax levies aecting our protability and, therefore, additional tax and regulatory levies have been considered in the stress tests. Exchange rate uctuation • Exchange rate uctuation and availability of foreign currency for repatriation to the Group Weare constantlyexposed totherisk ofadverse currency uctuations, given ouroperations in14dierent markets with dierentfunctional currencies. Furthermore, wecouldfacelow availability offoreigncurrencyinsome ofour markets constraining ourability tofullybenet at the Group level from the strong cash generation of our local businesses. We have stress tested the plan for various levels of currency devaluation across operating entities, including the risk of availability of foreign exchange, leading to repatriation of cash from operating entities to the Group holding companies and the resulting impact on cash ows andliquidity headroom atthe Group level. Covid-19 impact • Uncertainties arising out of Covid-19 pandemic Covid-19 continues to be a healthcare crisis and a major disruptor in the lives of people and the economic activities of businesses and governments across the world. The pandemic has underlined how critical telecoms are to the countries in which we operate, and throughout the crisis we have maintained our services while supporting communities, including by coordinating medical relief with respective governments. Telecom operators have, therefore, continued to enjoy recognition as essential service providers. This helped us keep our networks open and people and service providers connected. Wehave carried out extensive scenario analysis looking at the possible negative eect of the outbreak on the business via a possible reduction in revenue growth and a possible increase in operating expenses. As part of our assessment, in considering the above sensitivities we have also factored in possible mitigations against such sensitivities. None ofthe sensitivities (net of possible mitigations) impact our opening headroom by more than 10%. #### Conclusion The results of stress-testing our forecasts over the three-year period for the above sensitivities, including the possible impact of Covid-19, demonstrate that the Group will be able to withstand these impacts over the period ofits nancial forecasts. The Board hasa reasonable expectation that no single or plausible combination of events would aect long-term viability, evenunder the severe stress tests, and the Group would be able to continue operating and meet its liabilities over the three-yearperiod. In order to reach this conclusion, the Board has considered: • Possible actions to mitigate the impact of risks in the severe stress tests, including limiting or delaying discretionary capital expenditure without compromising on network quality, optimising operating expenditure andreducing or stopping dividend payments • Accessingadditional funding, including nancingfacilities and access to the debt capital markets in order to repay debt which matures over the three-year period while maintaining adequate liquidity headroom • The internal and external environment, current and long-term prospects, and the strategic intents and directions adopted by management • The risk framework, potential sensitivities around the principal risks and mitigating factors. The Board has concluded that the Group would be in a position to access debt capital markets and meet our nancing needs asand when required. Based on this assessment and in accordance with requirements of provision 31 of the 2018 UK Corporate Governance Code, the Board has concluded that we have the ability to continue our operations and be able to meet our commitments and liabilities over the assessment period. The strategic report was approved by the Board of directors on 10May 2022and signed onits behalf by: Olusegun Ogunsanya Chief executive ocer 10 May 2022 Strategic report 88 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### In this section 90Our Board of directors 94Our Executive Committee 96Chair’s introduction 98Our leadership 103Board evaluation 104Audit and Risk Committee report 114Nominations Committee report 119Our compliance with the UK Corporate Governance Code 123Directors’ report 127Directors’ responsibilities statement 128Directors’ remuneration report # Governance # report Airtel Africa plc Annual Report and Accounts 2022 89 ![]() #### Our Board of directors Key to committees AR Audit and Risk Committee N NominationsCommittee R Remuneration Committee M MarketDisclosureCommittee S Sustainability Committee Committee chair Date appointed to Board: July 2018 Independent: no Age: 64 Nationality: Indian Skills, expertise andcontribution Sunil is the founder and chairperson of Bharti Enterprises, one of India’s foremost rst-generation corporations with interests in telecoms, nancial services, processed food, real estate and hospitality. Bharti Airtel, the agship company ofBharti Enterprises, is aglobal telecommunications company operating in 17 countries across South Asia and Africa and ranking among the top three mobile operators globally. Airtel isone of India’s largest integrated telecoms providers and the second largest mobile operator in Africa, serving over half abillion customers. Sunil is the pioneering force behind the mobile revolution inIndia – herevolutionised the business model at Bharti Airtel tomake aordable voice and data services available to all. Airtel has transformed the quality of lives ofmillions ofpeople globally, providing connectivity anddigitalempowerment. Aschair ofthe Board, hisleadership has brought immense value toAirtel Africa through his futuristic vision, vast knowledge and industry expertise. Sunil is arecipient of the Padma Bhushan, one of India’s highest civilian honours. External commitments • Founder and chairperson of Bharti Enterprises and Bharti Airtel • Chairperson ofOneWeb Holding Limited • Member of the International Business Council, World Economic Forum (WEF) • Member ofthe GlobalBoard ofAdvisors, Council ofForeign Relations(CFR) • Commissioner of theBroadband Commission • Trusteeat the Carnegie Endowment for International Peace (CEIP) • Member of the Board of Qatar Foundation Endowment (QFE) • Member ofthe India-US, India-UK and India-Japan and India-SwedenCEOForums • Co-chair ofthe India-Africa Business Council Previous roles Sunil has served on the boards of several international bodies. He was the chairperson of the International Chamber of Commerce (ICC) from June 2016 to June 2018 and the chairperson of GSM Association (GSMA) from January 2017 to December 2018. He was the president of the Confederation of Indian Industry (CII) from 2007 to 2008. Sunil isassociated with spearheading Indian industry’s global trade, collaboration and policy –he has served on the Prime Minister of India’s Council on Trade and Industry. Sunil has also served on the boards of several multinational companies including Unilever, Standard Chartered Bank and SoftBank Corp. Sunil is a nominee of Bharti Airtel. Date appointed to Board: October2021 Independent: no Age: 55 Nationality: Nigerian Skills, expertise andcontribution Segun has joined the Board after 10 years asmanaging director and CEO of our Nigeria operations, with responsibility for our largest market in Africa. He brings to the Board adepth of knowledge about African markets and more than 25 years of business management experience in banking, consumer goods and telecoms. Segun attends all Board meetings, Audit and Risk Committee meetings and chairs the Sustainability Committee. He is invited to attend the Remuneration and Nominations Committee meetings. Other commitments Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V. and Airtel Networks Limited – all subsidiaries ofthe Group. Previous roles Before joining Airtel in 2013, Segun held leadership roles at Coca-Cola’s bottling operations in Ghana, Kenya and Nigeria (as CEO).He has also been the managing director of Nigerian Bottling Company Ltd (Coca-Cola Hellenic owned) and head of retail banking operations at Ecobank Transnational Inc, covering 28 countries in Africa. Segun isa chartered accountant and an engineer.He was awarded African Business Leader of the Year in September 2021. During the reporting period, Segun participated in a targeted mentoring programme to enhance his UK listed plc experience. Date appointed to Board: June 2021 Independent: no Age: 60 Nationality: Indian Skills, expertise andcontribution Jaideep brings more than 30 years ofleadership and nancial experience to our Board, with 18 of these in the telecoms industry. He chairs our Finance Committee and attends all Board meetings, Audit and Risk Committee and Sustainability Committee meetings. Other commitments Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V. and Airtel Networks Limited – all subsidiaries ofthe Group. Previous roles Before becoming ourchief nancial ocer in2014, Jaideep was CFO atAirtel Nigeria, Fairtrade LLC Muscat and Bharti Retail. He hasalso held nancial roles at Mumbai Circle and Bharti Airtel Delhi Circle, aswell as senior roles at HCL, Telstra V-Com and Caltex. Jaideep started his career at Pricewaterhouse and is aqualied chartered accountant. #### Segun Ogunsanya #### Managing director and CEO M S #### Jaideep Paul #### Chief nancial ocer S #### Sunil Bharti Mittal #### Chair N M Governance report 90 Airtel Africa plc Annual Report and Accounts 2022 ![]() Date appointed to Board: April 2019 Independent: yes Age: 66 Nationality: British Skills, expertise andcontribution Andy brings many years of global nancial and strategic experience to the Board. Through his work with a number of multinational organisations, he can draw on a wide knowledge of diverse issues and outcomes to provide constructive challenge and robust scrutiny of matters that come before the Board. External commitments • Groupchair ofSimonMidco Limited(the holding company ofLowell Group) • Chair atGentrackGroup Limited(NZX/ASK) • Non-executive directorat Link Administration HoldingsLimited (ASX) • Commissioner at the National Infrastructure Commission • Trusteeof WWF UK and Disasters Emergency Committee • Chair of Water Aid UK Previous roles Andy was previously senior independent director of Avanti Communications plc and ARM Holdings plc and chairperson of the Digital Catapult and IG Group plc. He was chief executive ocer ofLogica plc until its sale in 2012. His prior roles include those at BT Group plc, including CEO ofBT Openworld, CEO of BT Global Services and CEO of Group Strategy and Operations and various roles at Shell and Deloitte. Andy has held anumber of non-executive directorships in the US, Hong Kong, Germany and the UK. Date appointed to Board: April 2019 Independent: yes Age: 63 Nationality: Nigerian Skills, expertise andcontribution Awuneba is a chartered accountant with broad experience in assurance, taxation, nance and advisoryservices across several industries. Her expertise as an assurance and nance specialist, garnered at leading professional services rms and in the Nigerian market, make her instrumental toBoard decision-making. External commitments • Executivedirector at Multistream Energy Limited • Board chair at CAP Plc • Governing councilchair atGrange School, Lagos • Board member of University of Ibadan Research Foundation • Member ofthe Finance CommitteeoftheMusicalSocietyofNigeria (MUSON) • Councilmember Nigeria British Chamber ofCommerce Previous roles Awuneba was aboard member at UACof Nigeria Plc (UACN) from 2009 to 2019. During her tenure, she chaired the Risk Management Committee and was a member of the Statutory Audit Committee. Prior to this, she developed her career at Peat Marwick, Deloitte and Accenture. Awuneba was also a board member at UPDC Plc, and has held advisory and implementation roles with a number of national development projects in Nigeria. Date appointed to Board: April 2019 Independent: yes Age: 66 Nationality: British Skills, expertise andcontribution Doug brings vast leadership experience in both private and public sectors tothe Board and hisrole asthe chair of the Remuneration Committee. His background in diverse leadership roles and human resources is particularly useful to the Board when considering the Airtel Africa culture, employee management, executive remuneration and other employee-related activities. External commitments • Vice chairperson of the MasterCard Foundation • Director ofthe Leverhulme Trust • Non-executive directorof the HuhtamakiGroup Previous roles Doug spent 38 years at Unilever, where his roles included president ofWestern Europe in the Netherlands until 2011, Group vice president of South Asia, CEO Hindustan Unilever in India until 2008, Group vice president Africa and the Middle East from 2004 until 2006, and chief HR ocer from 2011 until 2016. Date appointed to Board: April 2019 Independent: yes Age: 71 Nationality: American Skills, expertise andcontribution John has held executive leadership roles in international business and government for several decades. As aglobal business leader and distinguished diplomat, he has extensive experience in regional and international trade-related issues. To Airtel Africa, he brings skills in building international partnerships and advocacy with policymakers, foreign dignitaries and business leaders, and provides constructive challenge and robust scrutiny ofmatters that come before the Board. External commitments • Board and council member at the Harvard Chan School of Public Health, the Center for Strategic International Studies (CSIS) andChatham House (UK) • Member ofthe Council onForeign Relations (New York) andan electedmember of the American Academyof Diplomacy Previous roles From 2009-2021,John served on the board of directors of d’Amico International Shipping. He was Secretary General of the International Chamber of Commerce (ICC)in Paris from 2014 to2018 and CEO of the Millennium Challenge Corporation in Washington from 2005 to2009. He has been the US ambassador to Brazil and to Costa Rica. While on the board of the Panama Canal Commission, he acted as chairperson of the Commission’s Transition Committee prior to the handover of the canal by the US toPanama. In hisdistinguished career, he also played asignicant role in the Central American Free Trade Agreement (CAFTA). #### Andrew Green CBE Seniornon-executivedirector N AR M #### Awuneba Ajumogobia #### (née Iketubosin) Non-executivedirector R AR #### Douglas Baillie Non-executivedirector N R M #### John Danilovich Non-executivedirector AR 91 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our Board of directors continued Date appointed to Board: October2021 Independent: yes Age: 52 Nationality: Ethiopian Skills, expertise andcontribution Tesga brings deep nancial services and commercial experience to the Board gained from global senior executive and non-executive roles in the nancial services, international business, mergers and acquisitions, mobile commerce and technology sectors. External commitments • Board member ofLondon Stock Exchange Group • Partner atSatya Capital Limited Previous roles Tsega formerly served asvice-chair and chair of theFinanceCommittee ofSESSA. Shespent seven years at Celtel International (re-branded Zain Group),a leading mobile telecommunications provider inthe Middle East and North Africa. During her time at Celtel, Tsega held various senior roles including senior group adviser,Zain Africa BV,chief strategy and development ocer, chief business development and mergers & acquisitions ocer,and director of Mobile Commerce and New Product Development. From 1996 to 2000, Tsega was founding partner at New Africa Opportunity Fund LLP. In addition to her senior executive positions, Tsega has served as anon-executive director of Celtel International BV,Hygeia Nigeria Limited, ISON Group and Sonae SA. She has also been a trustee of the global charity Save the Children. Date appointed to Board: April 2019 Independent: yes Age: 66 Nationality: British Skills, expertise andcontribution With experience in diverse industries such as healthcare and consumer brands, as well asin chairing other audit committees, Ravi brings a wealth of recent nancial experience and cultural insight toour Board and Audit and Risk Committee. External commitments • Chairperson ofFortis Healthcare Limited, India • Trustee of the Science Museum Foundation, UK • ViceChairman, PeabodyHousing Ltd Previous roles Ravi was previously independent director and chair of the Audit Committee of Vedanta Resources Limited, UK and chairperson ofJM Financial, Singapore Pte Ltd. He held nancial leadership roles at Diageo until retiring in 2015, including group controller in the UK with responsibility for the spirits business across sub-Saharan Africa and global head ofmergers and acquisitions. Starting in 1979, Ravi held various roles at ITC India, including a secondment to West Africa with Bharti Airtel Telecoms. He has held numerous positions on various joint venture boards andDiageo’s India advisory board, and was non-executive director of United Spirits in India. Date appointed to Board: October 2020 Independent: no Age: 45 Nationality: Australian Skills, expertise andcontribution Kelly brings to the Board a unique blend of technology,commercial and management expertise from a career spanning nancial services, management consulting, the Silicon Valley tech sector and telecoms. She also brings a valuable acumen in leadership, banking, risk management, regulated markets and innovation at scale. Kelly has an impressive track record of delivering results, growing and operating large global businesses. She is known for her expertise in leveraging technology, data and analytics todevelop leading customer services and experience. In 2021,Kelly was named one ofthe top 3tech CEOs in Australia and top 10global 5G Leaders. She has also been named one ofthe Top 25Women in Asia Pacic Finance, the Top 10 Businesswomen in Australia, and 50 Most Powerful Women in Australian Business. Kelly is anominee ofSingtel toour Board. External commitments • CEO atSingtel OptusPty Limitedand member oftheSingtelManagement Committee • Non-executive directorat REA Group Ltd(ASX) • Member of Chief Executive Women • Elected asa Fellow ofthe Australian Academyfor Technology,Science and Engineering (ATSE) Previousexperience Kelly has held a variety of executive roles, including Group Executive, Institutional Banking and Markets on the executive team ofthe Commonwealth Bank of Australia. Her career began in Silicon Valley with both start-ups and established software companies working in product development, business development, marketing, M&A and strategy.After astint as amanagement consultant with the Boston Consulting Group, Kelly joined Commonwealth Bank in 2004 and held a variety of senior roles across the Institutional and Business Banking divisions, before being appointed to the bank’s executive in 2013. Kelly has previously been a board member at OpenPay, the Football Federation of Australia (FFA) and served on the University ofNew South Wales Engineering Faculty Advisory Board, the Australian Government’s FinTech Advisory Group and NSW Government Digital Advisory Panel. Kelly is anominee ofSingtel. Date appointed to Board: April 2019 Independent: yes Age: 51 Nationality: Finnish Skills, expertise andcontribution Annika’swide-ranging experience in audit and regulatory engagements contributes to her performance as a member of the Board and Audit and Risk Committee. With her legal background and deep knowledge ofauditing, accounting and nancial reporting, she brings akeen scrutiny toall governance and regulatory matters. Annika is our Board sustainability champion and is a member ofthe Sustainability Committee. External commitments • Working chair ofthe Council forSwedish Financial Reporting Supervision • Member of the Swedish Audit Academy • Member ofthe Nasdaq Helsinki Listing Committee • Board member ofthe Carpe Diem Foundation, which runs the top-ranked Swedish elementary school, FredrikshovsSlott Skola • Directorof Truecaller • Advisory Board member ofUnzer Group GmbH Previous roles Annika has been a board and audit committee member of listed companies eQ Abp, Hoist Finance AB, Saferoad AS (delisted in September 2018) and Swedbank AB, as well asindustry advisor to strategic communications rm JKL Group. She advised the Swedish government on the national implementation of the reformed EU market abuse regime and was head ofmarket surveillance Nordics at Nasdaq and head of unit, prospectuses, exchanges and clearing houses at the Swedish Financial Supervisory Authority. She was also an associate in the Capital Markets Group at Linklaters London and has been apractising solicitor in both the UK and Finland. #### Tsega Gebreyes Non-executivedirector #### Ravi Rajagopal Non-executivedirector AR N M #### Kelly Bayer Rosmarin Non-executivedirector #### Annika Poutiainen Non-executivedirector AR S Governance report 92 Airtel Africa plc Annual Report and Accounts 2022 ![]() Key to committees AR Audit and Risk Committee N NominationsCommittee R Remuneration Committee M MarketDisclosureCommittee S Sustainability Committee Committee chair Board age (years) 20–39 8% 40–49 8% 50–59 23% 60–69 54% 70–79 8% Board nationality Finnish 8% Nigerian 16% American 8% Australian 8% Indian 23% British 30% Ethiopian 8% Board gender ratio Women 31% Men 69% Date appointed to Board: October 2018 Independent: no Age: 66 Nationality: Indian Skills, expertise andcontribution Akhil brings vast nancial, strategic and telecoms expertise to our Board and is invited to attend our Audit and Risk Committee meetings. He has played a pivotal role in the Bharti Group’s phenomenal growth in the telecoms sector,both organically and through various acquisitions. His innovative thought leadership has helped Bharti Airtel achieve healthy margins while oering some of the lowest taris in the world. External commitments • Vice chairperson of Bharti Enterprises • Chairperson ofDigital Infrastructureproviders Association (DIPA) • President of Telecom Sector Skill Council (TSSC) • Board member ofOneWeb HoldingsLimited Previous roles Akhil led the formation of various partnerships for Bharti with operators like British Telecom, Telecom Italia, Singapore Telecom and Vodafone, as well aswith nancial investors such as Warburg Pincus, Temasek, KKR, Qatar Foundation Endowment, AIF and Sequoia. He was behind the separation of passive mobile infrastructure and the formation of one of the largest tower companies in the world, Indus Towers Ltd – anotable example of collaborating at the back end while competing at the front end. He also executed the acquisition ofZain Group’s mobile operations in 15countries across Africa, the second largest outbound deal byan Indian company. Akhil is a nominee of Bharti Airtel. Date appointed to Board: October 2018 Independent: no Age: 34 Nationality: British Skills, expertise andcontribution As the entrepreneurial founder of atop-performing global technology investment rm, Shravin brings diverse views and expertise in the tech sector toour discussions and decision-making, and is invited to attend our Remuneration Committee meetings. External commitments • Founder ofUnbound,along-term investment rm aiming tobuild and back technologycompanies • Managing director ofBharti GlobalLimited • Board member ofOneweb Holdings Limited • Board member oftechnology companies mPharma,Cars24,Syfe, Paack and FreightHub Previous roles Shravin was previously at SoftBank Vision Fund, a $100bn fund investing in technology companies, and assistant director at Better Capital, a private equity rm in London where he turned around distressed retail and manufacturing businesses. Before this, he was involved in the launch of 3G at Airtel India and on the senior management team at Airtel Africa, where he spearheaded the post-acquisition integration of Zain. Before Airtel, he worked with J.P. Morgan investment bank covering technology, media and telecoms. Shravin is a nominee of Bharti Airtel. #### Akhil Gupta Non-executivedirector #### Shravin Bharti Mittal Non-executivedirector 93 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() Regional directors #### Ian Ferrao #### Regional director – East Africa Ian is responsible for managing our nancial performance and accelerating protable growth in East Africa. He works with local MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves thecoordination between Group level and teams in local operating units. Ian has spent the last 16 years leading telecoms organisations inAfrica, both as an entrepreneur and a corporate CEO. He joined Airtel Africa and the ExCo in 2019 to lead our East Africa operations in Kenya, Tanzania, Uganda, Rwanda, Zambia and Malawi. Before Airtel Africa, Ian was the CEO for Vodacom Tanzania, where he led the company’s IPO onto the DSE. He’s also served asCEO ofVodacom Lesotho, CCO for Vodacom Business Africa and commercial director and shareholder of AfriConnect Zambia. #### Michael Foley #### Regional director, Francophone #### Africa Michael has been an ExCo member since joining Airtel Africa in 2020. He isresponsible for managing nancial performance and accelerating protable growth in our FrancophoneAfrica operations. Michael works with local MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves the coordination between Group level and local operating teams. Over the last 35 years, Michael has led telecoms, consumer goods, ntech and gaming businesses in the US, Asia and Africa, as well as in his native Canada. His most recent role was as CEO of Telenor’s operations in Pakistan, Bulgaria and Bangladesh. #### C Surendran Managing director andCEO, #### Airtel Nigeria As managing director and CEO ofAirtel Nigeria, Surendran is responsible for operations in our largest market in Africa. He drives the execution of our strategy in Nigeria in line with Group-level functional teams. Surendran was appointed in May 2021, when he also joined the ExCo, from Bharti Airtel. There he contributed immensely over 18 years to customer experience, sales and business operations. In his most recent role as CEO of Karnataka, the largest business in Airtel India with over $1bn in revenue, he delivered exceptional performance and a signicant increase in revenue market share over the last few years. He has over 30 years of business experience. Business heads #### Vimal Kumar Ambat #### CEO, Airtel Money Vimal joined Airtel Africa in2021.He leads our Airtel Money business – managing its nancial performance, strategic direction and priorities, brand strength and growth in customers. To Airtel Africa, he brings over 27years ofleadership experience atleading banks inAsia, the Middle East and Africa. Immediately before joining Airtel Africa, Vimal was the chief executive of Retail and Business Banking and chief digital ocer for the Absa Group Regional Operations in nine countries. #### Luc Serviant Group enterprise director Luc leads our enterprise business strategy. This includes helping SMEs, corporate and government customers across Africa adopt xed and mobile network solutions to accelerate their growth, digital transformation and business productivity. Luc has more than 26years’ international experience in marketing and implementing core network and ICT solutions for the enterprise sector. He has held various roles at Orange Business Services – from head of global services in Switzerland to head of consulting and solutions integration APACin Singapore, and most recently as vice president Middle East and Africa, based in Dubai. He has also held a variety of positions at SITA (Société Internationalede Télécommunications Aéronautiques), Global OneTelecommunications and Alcatel-Lucent. Luc has been an ExCo member since joining Airtel Africa in 2019. #### Our Executive Committee Chief executive ocerChief nancial ocer Regional directorsBusiness heads Functional heads Segun Ogunsanya Jaideep Paul C Surendran MD and CEO Nigeria Ian Ferrao Regional Director– East Africa Michael Foley Regional Director– Francophone Africa Vimal KumarAmbat CEO, Airtel Money Luc Serviant Group enterprisedirector Ramakrishna Lella Chief supply chain ocer Daddy Mukadi Chief regulatory ocer Stephen Nthenge Head of internal audit andriskassurance Olubayo Adekanmbi Chief strategy, partnership and sustainability ocer Rogany Ramiah Chief humanresources ocer Neelesh Singh Chiefinformation ocer Razvan Ungureanu Chieftechnology ocer Chief legal ocer – vacant Chief commercial ocer – vacant Governance report 94 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Olubayo Adekanmbi Chiefstrategy,partnerships and #### sustainability ocer Bayo isthe newest member of our ExCo, having joined in December 2021. He’s responsible for leading strategicbusiness-wide initiatives includinginnovation, strategic investment, operational eciencies and partnerships. He’s also responsible for delivering our sustainability strategy. Bayo’s career includes 20 years in the telecoms industry, where heheld several senior roles inNigeria and South Africa leading on strategy, global marketing and business intelligence. #### Ramakrishna Lella #### Chief supply chain ocer Rama oversees the procurement of our network equipment and IT. He also manages our tower companies and bandwidth, sales and distribution, supply chain for marketing and HR services, and warehouse operations and logistics. And he leads on our cost reduction initiatives. Ramakrishna has spent more than 30 years in the telecoms industry, with more than half of this time at Airtel. Before becoming our chief supply chain ocer in 2016,he led the team setting up various types of networks (including mobile, NLD/ILD, Enterprise and DTH) and was the director of supply chain management for Airtel Nigeria. He has also held telecoms roles in research anddevelopment, manufacturing (Alcatel and Indian telephone industries) and service providers (Airtel and Reliance Jio). #### Daddy Mukadi #### Chief regulatory ocer Daddy is responsible for our regulatory and government relations strategy inall 14 operations. This includes obtaining all necessary resources (licence, spectrum),ensuring full compliance and actively helping to shape the policy and regulatory landscape toward best practice. Before becoming our chief regulatory ocer in 2015, Daddy held several legal and regulatoryleadership roles across Africa. His most recent role was as executive head of international regulatory aairs and executive head of international commercial legal aairs at Vodacom Group. With a master’s degree in communications law (telecoms, broadcasting, media and space & satellite law) and as author of several volumes of a handbook for media law practitioners, Daddy brings a broad understanding of legal and regulatory aairs to his role at Airtel Africa. #### Stephen Nthenge #### Head of internal audit and risk #### assurance Stephen is responsible for our Internal Audit department, which provides independent auditing and advice on our risk management, governance and control processes in line with the purpose, role and responsibilities in the Audit Charter.He also oversees the integrity and reliability of our nancial and operational information, the safeguarding ofthe company’s assets, and our compliance with laws, regulations, policies and procedures. Stephen has more than 25 years’ experience in audit, enterprise risk and information security management, having worked for Deutsche Bank AG, JP Morgan Chase and KPMG in senior management roles in Australia, Singapore, London and New York. In addition to leading regional and global audit teams, he helped to establish risk and governance frameworks for new products and services aswell asregulatory governance frameworks. He has also led strategic risk mitigation and transformational programmes. Stephen isa certied information systems auditor. Stephen has been an ExCo member since joining Airtel Africa in 2019. #### Rogany Ramiah #### Chief human resources ocer Rogany is responsible for leading and developing our people strategy to support our overall strategic direction. Her main areas of focus are succession and talent planning,change andperformancemanagement and enhancing our overall employee experience. Rogany sits on the Sustainability Committee. Rogany has 25years’ experience in retail, media and consulting, including as senior director with Walmart’s International People Division and as an executive in Massmart (a division of Walmart). To her role as CHRO, she brings global expertise in supporting businesses on strategy,cultural transformation, business process re-engineering and organisational redesign. She also has experience in talent acquisition, talent planning, remuneration strategy, and developing and leading HR transformations. Rogany has been an ExCo member since joining Airtel Africa in 2019. #### Neelesh Singh #### Chief information ocer Neelesh denes and implements the IT strategy across our business in 14 countries. He specialises in leading largeengineeringteams,building scalablesoftware platforms, revamping operating models, executing complex business transformations, setting up greeneld operations, building distributed private clouds and simplifying enterprise architecture. To Airtel Africa, he brings 22years of international experience inengineering and information technology – having worked in range ofenterprises in the public sector, independent software vendors and communications service providers. Before joining Airtel Africa in 2017, he held a senior IT leadership role at the Telenor group, handling various aspects of IT across its operations in Scandinavia, Central and Eastern Europe and Asia. #### Razvan Ungureanu #### Chief technology ocer Razvan leads on our technology strategy and the delivery of this to the network leadership in each of our 14 markets. He focuses on strategic network thinking, design, rollout and the quality ofour ongoing technical operations. Razvan has 29 years’ experience in telecoms and has worked inRomania, Belgium, Luxembourg and the Dominican Republic. Before joining Airtel Africa in2016, he was chief technology and information ocer for Digicel, with responsibility for 29countries in the Caribbean and Central America. Functional heads 95 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Chair’s introduction On behalf of the Board, I’m pleased to present our Corporate Governance Statement. As a Board, we remain committed to applying the highest standards of corporate governance, recognising thatrobust governance and cultureunderpin business success. In this yearly statement, we give investors and other stakeholders an insightinto the governance activities of our Board and its committees. This year, we were pleased to welcome a new CEO to Airtel Africa, as well as two other new members to the Board. We appointed Tsega Gebreyes as an independent non-executive director; and our chief nance ocer,Jaideep Paul, joined the Board. Tsega and Jaideep bring considerable operational experience to the Board, which will serve us well as we work to build a resilient business and capitalise on signicant market opportunities inAfrica. Please see the Nominations Committee report for more details on pages 114-118. Purpose, values and strategy, and #### alignment with culture The Board kept abreast of: • Projects during the year toaccelerate talent acquisition (including strategies in our Digital Lab business to mitigate the acceleration of the war for talent in the tech market) • Steps taken in response to our employee engagement survey (through transformation and technology projects likeour new Group-wide app-based employee assistance programme to enhance our people’swellbeing) • The rollout of learning and development programmes for key competency areas such ascoaching, mentoring, andproject management To meet their 2021/22objectives ofexecuting ourpurpose, values and general strategy and objectives, assessing and monitoring ourculture, and promoting the alignment of culture with purpose, values and strategy, our Board: • Supported the rollout of a Group-wide Covid-19 vaccination support to all our people and their families, addressing the challenges faced in certain regions (particularly around uptake) • Reviewed our strategy for Board and executive-level succession planning and put into place plans for achieving this. For more, please see our Nominations Committee report on pages 114-118 • Monitored progress against our gender diversity targets at the levels of Executive Committee, country managing director and leadership. The Board reinforced its commitment to a more gender-balanced workforce which isreected in our hiring policy.Nearly 25% ofnew appointments in the reporting period were women • Supported our learning and development teams’ capacity-building eorts across the Group, aswell as newinitiatives around health, wellbeing and recognition, such as a year-long Digital Lab programme to improve physical and mental health • Continued to form strategic partnerships which support our ambition totransform lives through greater nancial inclusion and empowerment across Africa While our Board is diverse, and inclusivity is one of our values, we know we have more to do to embed our diversity and inclusion processes at all levels of the organisation. The Board continued to ensure that our resourcing – including capital, nance andpeople –is sucient toachieve ourstrategy while continuously improving performance and diversity. #### Our robust governance #### mechanism has built #### resilience into our #### business and has uniquely shaped us to #### capitalise on market #### opportunities. Sunil Bharti Mittal Chair Acting with purpose, #### underpinned by #### strong governance Governance report 96 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Remuneration We’re submitting ourrevised Remuneration Policy forapproval atthe AGM a year earlier than expected. This is a prudent measure, and the proposed changes includethe introduction of pension arrangements (specically,to makeprovision for the legacy benets ofthe CEO), bonus deferral (one-third for two years) andpost-employment holdings (retain required amount for two years). Ibelieve the newmeasures are non-contentious and represent good housekeeping and will formally incorporate the best practice features introduced in the last two years. This also gives us the opportunity to make sensible adaptations to reect the appointment of anew CEO andCFO and toaddress the issues raised byISS regarding RSU and performance shareawards, which is fully explained in our directors’ remuneration report on pages 128-150. The Board fully supports andendorses the work ofthe Remuneration Committee to attract and retain the right talent. In November 2021, the chair ofour Remuneration Committee consulted with our top 20 investors and proxy agencies to give background and details of the retirement exit terms of the CEO, Raghunath Mandava on 30 September 2021 and the appointment of Segun Ogunsanya, whotook oce on1 October 2021. In February 2022, the Remuneration Committee wroteto ourtop 20 investors on behalf of the Board to provide details of proposed changes to our remuneration policy. The committee intends to put the policy to a binding shareholder vote at our 2022 AGM, together with more details of how our remuneration policy was applied in 2021/22. The Board also acknowledged the increasing governance expectations of Remuneration Committees and the value of continuing to build an understanding of broader remuneration policies and practices beyond our executive directors and Executive Committee. I’m also pleased to see that the committee hasfully embraced our new sustainability strategy andembedded appropriate incentivisation within the remuneration policy. #### An eective and improving Board At the half year, we took the opportunity to review our Board and committee processes to build on actions introduced following the annual evaluation exercise. Coordinated by the company secretary and led by myself, we considered feedback from Board members to restructure the agenda and create a new template for papers. We’ve since found thatmeetings are run more eciently, with more time for strategic and business discussions. We’ll continue to improve our eciency byintroducing aprocess to approve suitable papers ‘by deemed consent’ before each meeting. Our third independent Board evaluation conrmed that ourBoard functions eectively. It’swell balanced and diverse, with astrong mixof relevant skills and experience. This evaluation once again took place in the context of a pandemic, with international travel restrictions meaning Board members were unable tomeet inperson. Itwas good to see positive ratings around the relationships and dynamics of the Board. I’m grateful toall the members of the Board for their individual contributions, and particularly to the chairs of each committee for establishing and steering their committees during the year. The Audit and Risk, Remuneration and Nominations Committee chairs have provided their own reports on their committees’ activities. #### In conclusion I’m condent that your Board is working eective and isgeared to addressing the company’s needs. We have the right balance of skills, expertise and professionalism to continue to deliver strong governance, while allowing the CEO and CFO to implement and deliver our strategy.While I’mpleased with the Board’s activities and approach when it comes to corporate governance, we continually look for ways to learn and improve. I very much look forward to meeting with shareholders atthe AGM on Tuesday 28 June 2022, which will belive-streamed from London. Along with all your directors attending the AGM, I’mavailable to respond toyour questions, concerns and suggestions atany time. Sunil Bharti Mittal Chair 10 May 2022 Governance highlights for the year ended 31 March 2022 In our annual strategy meeting, we worked together to integrate our sustainability ambition into strategy and governance structures. After publishing our sustainability strategy in October 2021, we’ll release our rst sustainability reportlater this year. Asummaryof our progress todate, including our engagement with the Carbon Trust and our partnership with UNICEF, is on pages 43-58. We welcomed a new CEO, as well as our CFO and Tsega Gebreyes to our Board. We’ve improved and further applied our business model to deliver our strategic ambition to transform lives through nancial inclusion andempowerment across theAfrican continent by rolling out areliable network, providing aordable data and serving our customers – see page 24 for our business model and see page 31 for our strategy. One aspect of this is the ongoing separation ofAirtel Money. We continued to enhance our strategy for improving diversity and inclusion at all levels of our business and for developing our succession and contingency planningprocesses – see pages 114-118. Weconducted acomprehensive, externally facilitated Board evaluation – see page 103. Wemade our rst TCFD disclosure and set out our roadmap for achieving full TCFD compliance bythe end ofthe calendar year – see page 54. Wecontinued working to fullycomply with the requirements of the UK Corporate Governance Code applying to Airtel Africa for 2022/23. We are in full compliance barring two provisions: provision9 (the independence of thechair) and provision 41 (engaging with the workforce on executiveremuneration). 97 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our leadership Board Executive Committee (ExCo) Advises and supports our CEO on the operation of our business. Helps our CEO full his responsibilities by, for example, developing and implementing our strategy,monitoring our operating and nancial performance, assessing risk, allocating resources and day-to-day operational management. The committee meets fortnightly. Our Executive Committee is supported bya number of operationalcommittees: • The Operating Company (OpCo)Functional Review Committee – led byGroup functional heads for their teams • The OpCo Business Review Committee –led by regional directors, with participants also including functional heads and OpCo managing director teams • The Regional Business Review Committee – led byour CEO with regional directors and functional heads participating • Treasury Committee and the Executive Risk Committee Audit and Risk Committee Monitors the integrity of our nancial reporting and helps the Board review the eectiveness of our internal controls and riskmanagement. Meets at least four times a year. Remuneration Committee Reviews the performance of our executive directors and senior management team. Determines the overall and specic remunerationfor executive directors, ocers andseniormanagement, as well as the Board chair’s andnon-executive directors’ fees. Meets at least four times a year. Nominations Committee Advises on appointments, retirementsand resignations from the Board and its committees and reviews succession planning and talent development for our Board andseniormanagement. Meets at least twice a year. Market Disclosure Committee Oversees our disclosure of information tomeet our obligations under the Market Abuse Regulations (MAR) bydetermining whether information is insider information, or when and how it needs to be disclosed. Monitorscompliance with our MAR disclosure, controls, and procedures, as well as the release of information under the Information Flow Protocols andServicesAgreement with Bharti Airtel. Meets as necessary. Sustainability Committee Reviews, challenges and oversees the approval and implementation of our sustainability strategy, including internalreporting and balancing of non- nancial targets and our commitments to delivering value forshareholders and other stakeholders. Also oversees diversity and inclusion matters and the work of the Health and Safety Committee. Meeting monthly until our rst report ispublished in late 2022– then at least three times a year. Chair: Ravi Rajagopal Members: Andy Green AnnikaPoutiainen AwunebaAjumogobia Akhil Gupta also attends as an appointed observer on behalfof Bharti Airtel Chair: Doug Baillie Members: AwunebaAjumogobia John Danilovich Shravin Bharti Mittal also attends asan appointed observer on behalf of Bharti Airtel Limited Chair: Sunil Bharti Mittal Members: Doug Baillie Andy Green Ravi Rajagopal Chair: Andy Green Members: Doug Baillie Segun Ogunsanya – CEO Ravi Rajagopal Chair: Segun Ogunsanya – CEO Members: Annika Poutiainen –Board sustainability champion Jaideep Paul – CFO Other members (exocio): Olubayo Adekanmbi – Chief strategy, partnerships and sustainability ocer Rogany Ramiah – Chief HR ocer Pier Falcione – deputy CFO Peter Odedina – Chief compliance ocer Simon O’Hara – Company secretary More details on the ExCocan be found on page 94 #### Our governance structures Our Board ofdirectors isthe primarydecision-making group atAirtel Africa. Its members guide our operational andnancial performance, set our strategy andmakesure wemanage risk eectively.See pages 90-93for details ofour Board members. There isa clear division ofresponsibilities between our chair, who leads the Board, and our CEO, who leads the business. You can readmore about the responsibilities of our Board, chair, CEO, senior independent director andcompany secretary on our website atwww.airtel.africa. #### Board committees In addition to the formal schedule of matters the Board considers, it delegates keyaspects ofgovernance toits committees. Wehave ve main governance committees: Audit and Risk, Remuneration, Nominations, Sustainability andMarket Disclosure. Each committee has written terms of reference which are available on ourwebsite: www.airtel.africa See Sustainability Committee report on page 43 See Audit and Risk Committee report on page104 See Remuneration Committee report on page128 See Nominations Committee report on page90 Governancecommittees Governance report 98 Airtel Africa plc Annual Report and Accounts 2022 ![]() Finance Committee Approves funding and other nancial matters in line with our delegated authorities or as requested by the Board. Initiates and manages key policies and major operationaldecisions relating to treasury and direct taxes. Chair: Jaideep Paul – CFO Members: Ravi Rajagopal – independent NED Annika Poutiainen – independent NED Segun Ogunsanya – CEO Pier Falcione – deputy CFO and treasurer Attendee: Akhil Gupta attends to represent theinterests of Bharti Airtel in proposed treasury transactions (such as bond renancing) aecting our parent group and to convey actions of Bharti Airtel which may aect Airtel Africa Share Scheme Committee Administers our share schemes. Composed ofany two directors, including at least one non-executive director. #### Other committees The Board also delegates certain responsibilities toour Finance Committee andShare Scheme Committee. Other committees Airtel Africa plc – Boardof directors Sustainability Committee ExecutiveCommittee (ExCo) Healthand Safety Committee Chief executive ocer SegunOgunsanya Sustainability champion AnnikaPoutiainen Board director,sustainability champion,member ofthe SustainabilityCommittee CEO,Board director,Chair ofthe SustainabilityCommittee Chief strategy, partnerships and sustainabilityocer OlubayoAdekanmbi Sustainability governance Our sustainability strategy Nine dedicated workstreams Data security Commitmentto our people Access toeducation Service quality Digital inclusion Reductionof GHG emissions Supplychain Financialinclusion Environmental stewardship Pillar 1 – Our business Pillar 2 – Our people Pillar 3 – Our community Pillar 4 – Our environment 99 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our leadership continued #### Compliance with the UK Corporate Governance Code See pages 119-122for how wecomply with the UK Corporate Governance Code (the Code). Here weexplain the two provisions we haven’t yet met. Code provision Explanation Provision 9: the chair should be independent on appointment when assessed against the circumstances set out in provision10 The Board hasconcluded that our chair, Sunil Bharti Mittal, did notmeet the independence criteria of theCode due to hisinterests inthe company.However, in view ofhis extensive involvement with the company and the Bharti Airtel Group overmany years, the Board considers that he hasmade amajor contribution toour growth and success and unanimously agrees that hiscontinued involvement iscrucial tothe ongoing success ofAirtel Africa. The Board hasput several safeguards inplace toensure robust corporate governance during histenure aschair. These include appointing Andy Green assenior independent director toact asa sounding board for the chair and as an intermediaryfor other directors and shareholders. Wealso review the chair’sperformance aspart of the annual Board evaluation exercise. In line with the Code, the chair sits onthe Nominations Committee, which healso chairs. The Board believes Sunil Bharti Mittal continues toeectively oversee our leadership and maintain a balanced shareholderagenda. We’llcontinue to report against this provision while Bharti Airtel remains a majority shareholder oruntil the chair chooses to retire, when these arrangements willbe reviewed. Provision 41: engagement with the workforce to explain howexecutive remuneration aligns with wider company pay policy During the year, the Remuneration Committee did not engage systematically with ourpeople toexplain how executive remuneration aligns with wider company paypolicies. Copies ofour Annual Report detailing the executive directors’ remuneration arewidely shared and available for employees tosee onour website. During our annual strategy meeting andQ3 Board and Committee meetings in Dubai, the Board wasable tomeet both formally and informally with our wider management team andother colleagues enabling questions to be asked. Asimilar opportunity isoered toevery employee attending the Q&A session following each quarterly Group-wide town hall meeting. The Remuneration Committee hasbeen tasked with identifying and recommending tothe Board apathway to compliance which will be embedded andeective intime fornext year’sannual report disclosures. Compliance with LR9.8.6R (8) Compliance with LR9.8.6R (8) requiring companies to include a clear statement of TCFD compliance See page 54for our disclosures consistent with the fourthematic themes and 8of the 11 specic disclosure recommendations, anexplanation of whywe’renot disclosing ourtargets andmetrics inthis report, and a description ofour pathway andtimeframe tofull compliance. #### The Board’s focus in 2021/22 As well as quarterly scheduled meetings andthe AGM, during the 2021/22 reporting period the Board met anadditional three times to consider our full year nancial statements and Annual Report approvals process and toapprove our sustainability strategy.We’ve concluded that quarterly meetings are appropriate for the time being. As well as extra Board meetings when necessary,we haveprocesses in place for approving one-o transactions and other matters arising between meetings –this occurred fourtimes during the year. Strategy and execution • Reviewed our strategic planand worked to makesure our strategy stays robust inthe light offorecast market and economic changes • Considered the articulation ofour corporate purpose –building on our strong vision and values as stated inour business model • Undertook deep dives into: – Our Airtel Money business – including the grant ofthe payment service bank licence and super-agent licence inNigeria – Our bre businesses • Continued tosupport newmoney transfer partnerships, such as with leading African payments company Flutterwave, toexpand Airtel Money tobusinesses across Africa • Established aseparate governance structure for Airtel Money, including aBoard, Audit and Risk Committee, and Remuneration and Nominations Committee tooversee its operational separation • Opened anew administrative oce inDubai for our ExCo, signicantly improving connectivity andenhancing cooperation across our14 operating markets in Africa • Continued tolook atstrategic asset monetisation and investment opportunitiesincluding: – Transactions tosell ourtelecommunications tower assets, such as in Tanzania, Malawi and Madagascar,where proceeds havebeen partly used to reduce external debtand invest innetwork and sales infrastructure – Strategic investments in ourmobile money business byTPG, Mastercard, Qatar Holding LLCand Chimera Investment LLC, aiming to explore the potential listing of themobile money business within fouryears of the March 2021 deal announcement • Continued tolook atour subsidiarycompanies’minority shareholding structure, culminating inthe completion ofthe Airtel Nigeria minority buyout oer (October 2021) • Launched an ambitious sustainability strategy covering every aspect of ourbusiness activities and showing the Board’s commitment todeveloping infrastructure and services todrive both digital and nancial inclusion forpeople across Africa • Supported our ve-year pan-African partnership with UNICEF toroll out digital learning through connecting schools and ensuring free access tolearning platforms in13 countries Governance report 100 Airtel Africa plc Annual Report and Accounts 2022 ![]() Financial • Approved the full yearresults and nancial statements and the Annual Reportand nancial statements forthe 2021 nancial year and accompanying RNS announcements • Approved the half yearresults statement andquarterly statements for the 2022 nancial yearand accompanying RNS announcements • Approved the payment of the interim dividend for the nancial half-year 2022 and recommended anal dividend for the nancial year 2021 • Approved anupgrade tothe progressive dividend policy asa result of continued strong business performance and signicant progress made in reducing costs • Continued tofocus onstrengthening our balance sheet • Approved the Group’s tax strategy (see www.airtel.africa) • Approved the annual operating plan for the yearending 31 March 2022 • Regularly reviewed our nancial performance and forecasts • Received information onmarket dynamics and expectations from our brokers • Agreed to the early bond redemption ofthe Guaranteed Senior Notes due in 2023 inline with Board policy tocontinue toreduce external foreign currency debt at Group level • Made considerable progress inour strategy to deleverage by reducing the EBITDA tonet debt ratio • Continually monitored capex expenditure against pandemic related supply chain issues Leadership and employees • Approved the appointment ofa new CEO and made several other Board appointments andchanges. These included theappointment of Tsega Gebreyes as anindependent non-executive director and the elevation ofour Chief nance ocer, Jaideep Paul, tothe Board • Worked tomake sure ourremuneration policy remains appropriate and weare able toincentivise our executive teamwhile being able to adapt to eachyear’sdevelopments andstrategy • Approved the submission ofa revised remuneration policy to shareholders one year early atour 2022 AGM • Endorsed the Chief executive’sappointment ofOlubayo Adekanmbi as Chief strategy,partnerships and sustainability ocer in December 2021 • Considered the impact ofthe pandemic on the safety andwellbeing of ourpeople, aspart ofthe CEO’s reportto each meeting • Discussed our strategic andoperational pandemic response and reviewed management’s mitigation plans toreduce its impact • Reviewed our people agenda and the robustness ofour succession plans forimproving diversity,talent management and bench strength • Supported our CEO in hismentoring programme Internal control and risk management • Considered and agreed the Group’s risk appetite and principal and emerging risks • Agreed the viability statement disclosed inthe 2021 Annual Report • Approved the adoption ofgoing concern basisof accounting in preparing the half andfull year results • Agreed the Modern Slavery Act Statement (available at www.airtel.africa) Governanceand stakeholders • Our corporate legal advisers HerbertSmith Freehills LLP provided training on the political environment, governance reform, liability to investors andthe focus on directors’ duties. The subsequent Board discussion focused on audit, diversity, market abuse and section 172 • Considered the output andrecommendations from the Board and committees eectiveness review andhow toimplement these • Reviewed and approved the directors’ register ofinterests • Reviewed our compliance with the UK Corporate Governance Code and wider statutory and regulatory requirements • Reviewed our Task Force on Climate-related Financial Disclosures and identied climate-related risks andopportunities –and more widely,continued to oversee andsupport the implementation ofour sustainability strategy • Monitored and reviewed the eectiveness ofthe information sharing and separation protocols between Airtel Africa and Bharti Airtel • Received updated training onapplying these protocols from our corporate legal advisers andcompany secretary • Monitored and considered stakeholder feedback and continued to actively promote wider engagement • Had ajoint presentation and discussion with our corporate brokers on our shareprice performance since IPO, investor prole, ESG prole and dividend yield 101 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our leadership continued #### Board attendance Directors make every eort toattend allBoard and committee meetings. There wasone non-attendance ata Board andcommittee meeting this year due toa close family member’s funeral. Otherwise, all Board and committee meetings had full attendance during the reporting period. If a director isunable toattend ameeting, they receive the papers in advance andgive their comments tothe chair to communicate atthe meeting. He also follows up with them after the meeting about decisions taken. Due to pandemic-related lockdown and travel restrictions, weheld all but one meeting over video conferencing with some UK-based Board members occasionally attending inperson. Directors’ other signicant commitments aredisclosed to the Board during the process oftheir appointment, and they must notifythe Board of any subsequent changes. Wehave reviewed the availability ofthe chair and the non-executive directors toperform their duties and consider that each of them can and does devote the necessary amount oftime toAirtel Africa. Boardand committee meeting attendance Board members during 2021/22 Scheduled Board meetings Number of additional Board meetings attended 1 Audit and Risk Committee Remuneration Committee Nominations Committee Market Disclosure Committee 5 Sunil Bharti Mittal 2 (chair) 6 (6)3(3) 3(3) Segun Ogunsanya 4 (CEO) 3 (3) 1 (1)2 (2) Jaideep Paul 3 (CFO) 5 (5)2 (2) Andrew Green (independent non-executive director)6(6) 3 (3) 11(11) 3(3) 2 (2) Awuneba Ajumogobia (independent non-executive director)6 (6) 3(3) 11 (11) 5 (5) Douglas Baillie (independent non-executive director)6 (6) 3(3) 5(5) 3(3) 2(2) John Danilovich (independent non-executive director)6 (6) 3(3) 5(5) Tsega Gebreyes 4 (independent non-executive director) 3(3) 1(1) Annika Poutiainen (independent non-executive director)6(6)3(3)11 (11) Ravi Rajagopal (independent non-executive director)5 (6) 6 3(3) 10(11) 3(3) 2 (2) Akhil Gupta 2 (non-executive director)6 (6) 3(3) Kelly Bayer Rosmarin 2 (non-executive director)6 (6) 3(3) Shravin Bharti Mittal 2 (non-executive director)6 (6) 3(3) 1Additional unscheduled Board meetings took place in connection with the approval ofthe Annual Report and related matters and approval of our sustainability strategy 2Appointed in line with the Relationship Agreement 3Appointed June 2021 4Appointed October 2021 5Communicates monthly inwriting before releasing information in line with the Information Protocols and Service Agreement with Bharti Airtel 6Ravi was attending a close family member’s funeral inIndia in July. He provided his input tothe Board through the company secretary and to the Audit and Risk Committee through the CFO and Annika Poutiainen, who stood in as chair Governance report 102 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Board evaluation #### Board performance This year’sexternally facilitated evaluation ofthe Board andits committees, by independent advisory rm Lintstock, took the form of an online questionnaire tailored toour specic activities and concerns. The Board, each ofits committees and all ofthe directors took part in the review.The questionnaire sought input on Board composition, stakeholder oversight, Board dynamics, management andfocus of meetings, Board support, Board committees and progress against the previous year’s actions. The evaluation also probed the Board’s oversight ofwider strategy,risk management and internal controls, succession planning, and people oversight andpriorities forchange. Areport was prepared on the completed questionnaires. The results were discussed in detail by the Board and each committee. From the anonymised survey responses and interview feedback, Lintstock identied focus areasand recommendations forthe Board and its committees. The results ofthe self-assessment element of the survey were shared with the chair anddiscussed at one-to-one meetings between the chair and directors. The results ofthe chair’s review were shared with the senior independent director, who then discussed the chair’sperformance with thenon-executive directors only. #### 2021/22 evaluation results The chair and company secretary presented the reports tothe Board for discussion and review. In monitoring progress against the previous year’s actions, the evaluation determined that Segun Ogunsanya’ssuccession tothe Group CEO role hadbeen successfully completed. The quality of Board and committee papers hadimproved; and the Board strategy meeting had beneted from being held in person andinvolving seniormanagement. Recognising its strengths and areas todevelop, the Board and its principal committees agreed actions for the coming year: 2021/22 evaluation Outcome Key themes andareas for focus Action Board Stakeholder oversight Customers and suppliers Our Board and management teamwill allocate more time this yearto considering our various stakeholders with aparticular focus on the customer perspective, engaging and managing relationships with our suppliers, and monitoring employee sentiment andculture. Workforce engagement The Board will identify and create more opportunities to engage directly with our wider workforce. We will look toappoint three regional designated directors for employee engagement, ensure representation atall-employee quarterly town hall meetings and arrange informal meetings forvarious employee groups around Board meetings and other gatherings. Our Chief HR ocer will alsoattend Board meetings twice each year toreport onworkforce engagement and cultural change, as well as providing update papers for all other regularly scheduled meetings. Governance and compliance Board agenda We’ll introduce with immediate eect a‘managing by deemed consent’ procedure for standard Board papers, tofree more time for discussion and debate during meetings. We’llfurther embed the rollout ofthe Board andcommittee paper template across all meetings to facilitate shorter Board packs and earlier circulation ofpapers. For progress on improvements toBoard processes during the reporting period see the section ‘An eective andimproving Board’ in the chair’sstatement onpage 96. The review also identied topics tobe added tothe rolling forward agenda, including scope toimprove the Board’s understanding ofdigital and data developments, potential technology disruptors and risk management ‘deep dive’ focus areas. Directors will look toengage with stakeholders in more waysduring the year. Sustainability strategy Ensuring that our sustainability agenda is central tothe Board’s discussions and decisions, and the company’s businesspractices and processes The Board haselevated the Sustainability Committee to afull committee ofthe Board – under the stewardship ofthe Board sustainability champion, Annika Poutiainen and our CEO –to enhance its monitoring of progress on our sustainability agenda and ESG matters. #### Conclusions The 2021/22 evaluation hasshown that the Board hasthe appropriate balance ofskills, experience, independence and knowledge toperform Board and committee responsibilities eectively. Respondents unanimously agreed that the Board hadperformed well over the year and wasoperating eectively. The chair conrmed that individual directors continued toperform eectively andshow commitment tothe role. The Board concluded that all directors continue togive sucient time totheir Board duties and making valuable contributions. In light ofthis, the Board proposed the election and re-elections set out inthe 2022 Notice of Annual GeneralMeeting. The committees alsodiscussed the results of their respective evaluation reports and agreed actions where appropriate. The senior independent director metwith the chair privately todiscuss the anonymised results ofthe chair’sreview section ofthe survey and the outcomes ofhis discussion with non-executive directors. The overall eectiveness ofthe chair was seen asexcellent, reecting agenuine focus on the best outcomes forthe company inall aspects ofhis role. The chair,assisted bythe company secretary,drew upa list of action points based onthe evaluation and allocated responsibility for completing the actions. The Board andeach committee will review progress against these at each meeting. #### Re-election of directors In line with the Code, all directors will be putting themselves forward for re-election at ourAGM on28June 2022.Following the formal performance evaluation described here and taking intoaccount each director’s skills and experience (set out on pages 90-93), the Board believes that the re-election ofall directors isin the best interests of AirtelAfrica. 103 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Audit and Risk Committee report #### Chair’s statement I’m pleased to present the work of our committee during the year. Our members are unchanged – we’re a team of independent non-executive directors with the nancial experience, commercial acumen and industry knowledge tofull ourresponsibilities. We’ve continued to face pandemic-related challenges for much of the nancial year, including working and international travel restrictions. However, I’m pleased toreportthat our external auditors were able to meet selected audit teams and management in person to perform the year-end audit. I’m also pleased that our committee was able to meet in person in February in Dubai and made good use of technology to hold robust and meaningful virtual meetings throughout the year. Key areas of focus We continued to look in depth at certain aspects of the control environment, particularly the presumed risk ofmanagement override of controls including fraud, IT security and cyber risk. The ndings of our internal audit reviews during the year in each of these areas were shared with our committee. We reviewed the process for identifying and mitigating principal and emerging risks, challenging management actions where appropriate. We adopted a new risk appetite statement laying out our risk appetite, tolerance limits and governance oversight processes to make sure risks across the Group stay within an acceptable and manageablerange. There aretwo changes toour principal and emerging risks for the year ended 31 March 2022: the post-Brexit regulatory environment is no longer considered an emerging risk and Covid-19 is now a lower principal risk. The principal and emerging risks andsignicant judgements made in connection with these risks are set out on page 83. Wealso examined the interplay between the mandatoryTask Force on Climate-related Financial Disclosures (TCFD) and our sustainability reporting. We’ve assessed the risks and opportunities linked to climate change and how these should be reported. We set out in our sustainability strategy our commitment to publishing in mid-2022 detailed plans for meaningful carbon reduction throughout our entire value chain ahead of ourrst sustainability report. We have conducted a TCFD gap analysis and setout aroadmap forachieving full TCFD compliance.Our committee is comfortable with the approach adopted. For our TCFD disclosures see page 54of the strategic report. As well as our usual review of accounting judgements and disclosures on keyaccounting matters, we reviewed the treatment ofsignicant transactions during the year. These included the sale of the tower portfolio and subsequent leasing arrangements, various renancing arrangements and strategic investments in our mobile money business, andthe controls and processes involved inseparating this business. Wecontinued tomonitor the integrity of ournancial statements and theeectiveness ofthe internal and external audit processes. Wemeet regularly, independently ofmanagement, with both external and internal auditors, and are satised that neither is being unduly inuenced bymanagement. I alsohold regular meetings with our CFO and other members of management to better understand the issues that need discussion at committee meetings. And I regularly engage with keystakeholders, including Group Internal Assurance, senior management and our external auditor, on committee work. Wecontinue tooperate with openness andtransparency,and aspirit of robust challenge when necessary,to make sureour shareholders and otherstakeholders are protected. In the coming year, we’ll conduct a nance talent review, spend more time reviewing risk andfraud, and oversee the nancial and control considerations connected tothe separation of the bre andAirtel money businesses. I’d like to thank the management team at Airtel Africa and each of the committee members for their support and contribution during the year. I welcome questions from shareholders on this committee’s activities. To discuss anyaspect ofthis reportplease contact me through our company secretary,Simon O’Hara (see page 240 for contact details). I’ll also be attending the 2022 AGM and look forward tothe opportunity to meet and speak to you there. Ravi Rajagopal Chair,Audit and Risk Committee 10 May 2022 Attendance Meetings attended Ravi Rajagopal Chair 10(11) Andy Green 11 (11) Annika Poutiainen 11 (11) Awuneba Ajumogobia 11 (11) Ravi Rajagopal Chair,Audit and Risk Committee Part 1 Governance report 104 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Committee governance Responsibilities Our committee oversees nancial reporting, internal controls and risk management, Group Assurance andAudit, and our relationship with the external auditor. For more detail, please see the committee’sterms ofreference at www.airtel.africa/investors/governance. Composition This committee consists offour independent non-executive directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen and AwunebaAjumogobia. Provision 24 of the Code says: i.At least one .Composition This committee consists offour independent non-executive directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen and Awuneba Ajumogobia. Provision 24 ofthe Code says: i. At least one committee member should have recent and relevant nancial experience. The Board issatised that Ravi Rajagopal meets this requirement. Raviheld nancial leadership roles at Diageo until retiring in 2015, including group controller inthe UK and global headof mergers andacquisitions. Hisskills in nance, and control and risk have been developed over a career working in senior strategy and management roles. As aqualied chartered accountant, Ravi haslectured at Oxford University and Imperial College. ii. The committee, asa whole, shall have competence relevant tothe sector in which the company operates. As a collective, we havea thorough understanding ofthe telecoms sector, including recent and relevant nancial experience and expertise gained through various corporate and professional appointments over the years. For more about Ravi, Andy,Annika andAwuneba, see the directors’ biographies on pages 90-93. Our company secretary is secretary to the committee. Meetings during the year Our scheduled quarterly meetings take place shortly before Board meetings. We usually meet beforehand for a pre-meeting to focus on internal audit and discuss any issues needing more time. We held ve scheduled meetings and vecombined Internal Assurance and pre-meetings during the year. Attendance during the year is set out on page 102. Wealso mettwice between the end ofthe nancial yearand the signing ofthis Annual Report. Our meetings are also attended bythe CEO, CFO, deputy CFO, head of internal audit andChief compliance andrisk ocer, along with internal audit partners (ANB and EY) and other senior executives. Representatives ofour external auditor, Deloitte, were invited and attended all meetings, except for one meeting on29March, 2022. Akhil Gupta also attends our committee meetings as an appointed observer on behalf of Bharti Airtel. Other senior nance and Executive Committee leaders sometimes attend and present to our committee if specialist knowledge is required. The committee chairmeets privately with each of theCFO, head of internal audit and risk assurance, Chief compliance ocer and our external auditor to ensurethe eective ow ofmaterial information between the committee and management. We also regularly make time for discussion at the end of meetings without management being present. Eectiveness The external Board evaluation reviewed the committee’s eectiveness and sought feedback from its members and the external adviser. Wediscussed the output, which concluded thatwe hadoperated eectively throughout the year. Wealso conrmed our areas offocus for the year ahead. Wereview our terms of reference yearly –and thisyear, we revised them to bring clearer alignment with Code provisions and updated FRC guidance. This included ourresponsibilities related to: • The consistency ofour narrative reporting (Code provision 25and FRC guidance 37and Code Principal N andprovision 27) • Reviewing and approving the statements in the Annual Report around internal control, risk management andthe viability statement (Code provision 28 and FRCGuidance paragraph 44) These terms ofreference are available on ourwebsite www.airtel.africa. For details of the Board evaluation see page . For details of the Board evaluation see page 103. Part 1 105 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Audit and Risk Committee report continued #### Our work during the year At each quarterly meeting, wereview summary reports from internal assurance, aswell asnancial results anddetails ofaction taken or proposed plans. We also receive summary reports from our external auditors at the half year and year end. Our committee chair then reports to the Board onour activities, recommendations, and other relevant matters. #### The committee’s focus in 2021/22 Strategic focusfor risk management andinternal control 2021/22 committee objectives Actions taken Cross-reference Looking closely atthe robustness of our systems for risk reporting, assessment andcontrol and ensuring that we focus on the areas of greatest risk As partof our keyissues report, we reviewed our quality of service reports, conducted design and compliance reviews, and ensured that learnings were applied across the business. In addition toquantitative data, we requested more qualitative assessment and information to enable members to exercise good judgement. See page 111 Reviewing our risk management framework and conducting thematic risk reviews to ensure risk remains within our agreed appetite and is monitored and reviewed as needed toreect external and internal changes After aseries ofworkshops held around the business, weadopted the updated Risk Appetite Statement (RAS) framework and anexception-based risk reporting approach. Wewill review the key risk indicators and tolerance limits yearly. Wemade several improvements tothe framework and plan, and conducted the following thematic reviews: (i) HR risk review: we noted that the HR scorecard wasescalated tothe CEO monthly and that the four top HR risks were talent acquisition, succession planning, occupational health and safety and work location (future risk). Wediscussed mitigating actions and KPIs for HR risks. (i) Supply chain management riskreview: we discussed how risks for supply chain management are identied. Four major risks were identied relating to the increasing structure and vendor governance – along with mitigating actions. (ii) Financing and foreigncurrency risk: wediscussed: – Exchange rate volatility and devaluation risk – Liquidity and renancing risk – Depth of market/products and banking landscape and treasury governance – Related internal controls and compliance As most of Airtel Africa’s operations are in currencies which have and are expected to devalue against the USD in the medium/long term, wediscussed mitigation strategies. These include rebalancing debt from Group level to OpCo level and introducing a governance system during the year to monitor and improve OpCo treasury activity. We also strengthened the ability of local teams to manage additional complexity and strategic projects. (iii) Enterprise business risk review: this looked at top enterprise risks and our processes for registering, processing, monitoring and implementing allobservations identied by Internal Assurance. (iv) AirtelMoney: we reviewed the register of signicant risks and assessed regulatory-related implications of a breach. We also reviewed back-end controls and supported actions to strengthen Know Your Customer and minimise commission arbitrage. (v) IT security risk: we reviewed the risk oftechnology obsolescence, examined our network resilience and business continuity plans, conducted cyber and information security reviews including adark web analysis, and concluded additional IT security checks. (vi) Network: we reviewed the risks of technology obsolescence and our digitisation and innovation plans. (vii) Regulatory: wereviewed risks related toKnow Your Customer and quality of service non-compliance, licences fees and telecoms taxes, and other top risks. We recommended that post-Brexit risk be dropped as an emerging risk. Weadvised the Board that our risk management and internal control systems were eective. Following its own review of the reports submitted toit, the Board agreed that our system of internal control continues to beeective in identifying, assessing, and ranking the various risks we face as abusiness, as well asin monitoring and reporting progress inmitigating the potential impact of these risks. See page 83 Part 1 Governance report 106 Airtel Africa plc Annual Report and Accounts 2022 ![]() 2021/22 committee objectives Actions taken Cross-reference Clarifying processes and controls to help people identify,monitor and mitigate risk earlier and more eectively Reviewing the assurance processes supporting certain aspects of the TCFD and sustainability sections in the 2021/22 Annual Report We reviewed the risks and opportunities resulting from our assessment of climate change and how these should be reported. We concluded that the assurance processes supporting the narrative reporting in the Annual Report in the areas are satisfactory. See page 86for our climate change risk disclosures Reprioritising the audit scope to focus on areas with potential business impact Werolled out key nancial controls across the dierent functions. This started with a self- assessment exercise followed by an Internal Audit validation exercise of the self-assessment. Wereviewed the eectiveness ofour internal nancial controls framework (ICOFR process) and introduced akey controls framework across all 14 OpCos, aswell asa quality assurance improvement programme. See page 112 #### Ongoing nancial reporting activities Wereviewed the integrity ofthe quarterly,half yearand full year nancial statements. Wealso examined other statements containing nancial information, including trading updates and investor presentations andpacks, andrecommended their approval to the Board. Ateach ofour meetings, we reviewed andconstructively challenged the accounting methodologies, judgements and disclosures set out inthe papers prepared by management –determining the appropriateness ofthese with input from the external auditor.Key transactions, judgements and estimates in relation tothis year’s nancial statements arelisted on page 109. We also reviewed our existing and emerging litigation risks. 2021/22 committee objectives Actions taken Cross-reference Reviewing nancialreporting controlsand considering issues and ndings raised bythe Internal Audit team The committee was satised that management had resolved or was inthe process of resolving any open issues or concerns in relation tomatters identied byInternal Audit teams. See page 112 Considering management’s signicant accounting judgements, the policies applied to quarterly, half year and full year nancial statements, and how the statutory audit contributed to the integrity of our year-end nancial reporting Weassessed: (i)The quality,appropriateness and completeness ofthe signicant accounting policies and practices and any changes to these (ii)The reliability and integrity of our nancial reporting, including keyjudgements andwhether to support or challenge management’s judgements (iii)The external audit ndings, including their review ofkey judgements and the level of misstatements (iv)The CFO’sreports, which set out the rationale for the accounting treatment anddis-closures regarding judgements and estimates. Deloitte UKshared their views on the treatment of signicant half year and full year matters, summarising each issue and assessing the appropriatenessof management’sjudgements or estimates. In consideringwhether there was evidence ofbias, our committee examined the overall level ofreasonableness applied during the year to these judgements. Wechallenged management onsome judgements and soughtexplanationsof theconclusions drawn, making recommendations to the Board for the approval of the half and full year accounts and nancial statements. Reviewing the proposed audit strategy for the year’s statutory audit, including the level of materiality applied We monitored the statutory audit team’s progress against the agreed plan and considered issues as they arose. Reviewing the basis ofpreparation of nancial statements asa going concern as set out in our accounting policies We made recommendations to the Board to support the going concern statement which was prepared onan appropriate basis andconrms that the Group remains agoing concern. See page 166 for our accounting policies Reviewing the long-term viability statement proposed by management and reasons for retaining a 3-year reporting period Wediscussed the length ofthe viability period with management and the external auditors, challenging management tojustifya 3-year rather than 5-year period. Management recommended adopting a 10-year plan for internal forecasts and impairment testing. They noted that the emerging markets inwhich Airtel Africa operates are underpenetrated compared todeveloped markets. In such markets, short-term plans (3 years)are not indicative of our long-term prospects and performance. Other considerations are the life of our regulatorylicences and network assets, which average 10 years, and potential opportunities in the emerging African telecoms sector (mostly a 2-3 player market with lower smartphone penetration). However,the 3-year liquidity plan matches the current visibility ofthe tenure of our nancing arrangements (mainly including $1bn of long-term bonds, due for repayment in a3-year period) and the design and payout of the management. On this basis we agreed to adopt a 3-year period for the purpose of our viability statement. See page 87 107 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Audit and Risk Committee report continued 2021/22 committee objectives Actions taken Cross-reference Reviewing the results ofthe committee’s assessment of the eectiveness of the 2021/22audit The committee concluded that the audit was eective. The Board will recommend the reappointment of Deloitte as external auditor for the year ending 31 March 2023 at the AGM. See page 112 Reviewing whether the company’s position and prospects as presented in the 2022 Annual Report and nancial statements were fair,balanced and understandable Weassessed: (i)The completeness and consistency ofdisclosures in the Annual Report, interim reports, our businessmodel and strategy (ii)The internal verication ofthe non-nancial factual statements, keyperformance indicators and descriptions within the narrative (iii)Feedback from external parties (corporate reporting specialists, remuneration advisers, external auditors)to enhance the quality ofour reporting (iv)The FRC’s guidance on clear and concise reporting in this report, as well ascompliance with nancial reporting standards and other reporting requirements Werecommended tothe Board that the 2022Annual Report and nancial statements presented a fair, balanced and understandable assessment of Airtel Africa’sposition and prospects. See page 127 Reviewing the non-audit services and related fees and the policy for non-audit services provided by the auditor for the year We approved the non-audit services and related fees provided by Deloitte for 2021/22 and concluded that no changes were required to the policy for non-audit fees provided by the auditor. See page 113 Negotiating and agreeing the statutory audit fee for the year The 2020/21statutory audit fee waspaid and the committee approved the fees for the 2021/22 audit. See page 186 #### Governance 2021/22 committee objectives Actions taken Cross-reference Regulatoryreform Wesubmitted aresponse tothe BEIS consultation, “Restoring trust in audit and corporate governance” – covering the Kingman, CMA and Brydon reviews (UK SOX). We will continue to monitor proposals for audit and corporate governance reform to ensure Airtel Africa is well placed to address them. European Single Electronic Format regulatory technical standard (ESEF) Wepaid special attention to the preparation of ourconsolidated nancial statements in digital form under the European Single Electronic Format regulatorytechnical standard (ESEF). As this was the rst report inthis format, we made sure the necessary procedures had been completed by all parties, including our technical accounting team, a specialist IT provider and our external auditor. See back page Reviewing the committee’sterms of reference We revised our terms of reference to bring clearer alignment with Code provisions and updated FRC guidance. This included consistency between narrative reporting in dierent sections (Code provision 25and FRC guidance 37and Code Principal Nand provision 27)and reviewing and approving Annual Report statements on internal control, risk management and the viability statement (Code provision 28and FRC Guidance paragraph 44). These terms ofreference are available at www.airtel.africa. Reviewing the conclusions of the committee’s annualevaluation Wereviewed the results and set out anaction plan todeliver its recommendations. The Board considered the results ofthe review and considered the committee tobe eective. See page 103 Monitoring fraud reporting and compliance with the Bribery Act Wereviewed ouranti-fraud policies and alleged incidents of fraud, aswell as compliance with our anti-bribery programme. #### Reviewing the 2022 Annual Report At the request ofthe Board, we reviewed thisAnnual Report to consider whether,taken asa whole, it wasfair, balanced and understandable. We have robust governance processes in place to support the year-end review ofthe Annual Report, including ensuring that everyone involved understands the ‘fair, balanced and understandable’ requirements. Our considerations included: Fairness and balance • Is the report open and honest? Are we reporting on our weaknesses, diculties and challenges alongside our successes and opportunities? • Do weclearly explain our KPIs and isthere strong linkage between our KPIs and our strategy? • Is there a fair balance between alternative performance measures (APMs)and reported gures? • Do we show our progress over time and is there consistency in our metrics and measurements? Understandable • Do weexplain our business model, strategy and accounting policies simply, using precise and clear language? • Do webreak uplengthy narrative with quotes, tables, case studies and graphics? • Do wehave aconsistent toneacross the Annual Report? • Are we clearly ‘signposting’ to where more information can be found? Iterations ofthe draft Annual Report were provided tocommittee members throughout the production process. Following our formal review inmeetings on 29 April and 5May,we conrmed tothe Board that this Annual Report isfair and balanced and provides enough clarity for shareholders tounderstand our business model, strategy, position andperformance. The directors then made their assessment following the Board’s review of the document at its meetings on 29March, 6and 10 May 2022. Part 1 Governance report 108 Airtel Africa plc Annual Report and Accounts 2022 ![]() Key transactions, judgements and estimates and our response Weconsidered the following key transactions, judgements and estimates inthe context ofthe nancial statements, discussed them with our external auditor,and have found the response to each appropriate and acceptable. Key area Actions and conclusions Going concern assessment The committee received adetailed paper from management and reviewed andchallenged the assumptions made in reaching the conclusion that the nancial statements should beprepared on agoing concern basis. Thisincluded: • Cash ows under base and reasonable worst-case scenarios (capturing principal risks and uncertainties described on page 87 • The sensitivities considered in response to these risks andthe output of stress testing performed • Our solvency and liquidity positions • Our borrowing facilities including undrawn committed facilities • Sensitivities reecting the potential impact of Covid-19 • The disclosures inthe annual report (refer topage 166) The committee weresatised with the robustness of the review and recommended tothe Board the appropriateness of the going concern assumption and the related disclosures. For more information on the going concern assessment refer to note 2.2 ofthe nancial statements. Viability statement As the committee provides advice to the Board on the form and basis of conclusion underlying the long-term viability statement asset out onpage 87, it performed adetailed review ofthe long-term viability assessment including consideration of Group’s strategy and business model. Our review covered: • The Group’s prospects • The period under consideration • Principal risks (refer to pages 80-86) • Longer-term cash ow forecasts • The sensitivities considered in management’s stress-test torespond to the potential principal risks reference above, including the potential impact of Covid-19 We challenged the rationale of using a three-year period for the purpose of our viability assessment comparing with a longer period for impairment purposes. Wediscussed the justication with the management which wasthen covered by updating the disclosure on the Board’sassessment of LTVS aswell asthe impairment disclosure. We also reviewed the enhanced disclosures bythe Group on providing further disclosures toquantify the impact ofsensitivities inline with FRC recommendations and were satised with the disclosures adopted. Taking into account potential mitigating actions, wewere satised with the conclusion and disclosure onthe Group’s long-term viability. Our 2021/22 long-term viability statement and more details on the assessment isset out onpage 87. Accounting impact of tower sale transactions consummated during the year As outlined on note5 of the nancial statements, the Group entered into tower sales transactions in Tanzania, Malawi, Madagascar andRwanda. The committee reviewed the accounting for these sales anddetermined that the conclusions reached onsale and lease back accounting and the income statement gains recorded were appropriate. Further, the committee challenged the basis ofarriving atthe lease back percentage and recognising the consequent upfront gains as exceptional items concluded that the accounting treatment and associated disclosures were appropriate and in line with the exceptional items policy of the Group given that this was part of the Group’s strategic asset monetisation programme and above the Group threshold for reporting exceptional items. Conclusion of the Airtel money stake sale including the recognition of put option liability As outlined on note5 (g) of the nancial statements, the Group entered into share sale agreements inone ofthe Group’s subsidiaries, Airtel Mobile Commerce BV(AMC BV) by wayof a secondary sale of AMC BV’sshares. The Group received total consideration of$550m on these sales. The Group concluded that itdoes notcontrol the shares placed inescrow and hence recorded these sharesas part ofthe Group’s non-controlling interests. Furthermore, asset out inmore detail on note5 (g) ofthe nancial statements, the Group recognised anancial liability for The Rise Fund andMastercard’s option to sell their shares inAMC BV toAirtel Africa orits aliates atfair market value in the event thatthere isno Initial Public Oering ofshares in AMC BVwithin four years. The Group hasdetermined that successfully executing the IPO isnot within the complete control ofthe Group andhas therefore recorded anancial liability atthe present value ofthe expected buy-back amount which isalso the maximum amount. Subsequent re- measurement of thisliability hasbeen recognised asa nance cost. The committee reviewed the accounting for the transaction and satised itself that the conclusions reached were appropriate. Part 2 109 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Audit and Risk Committee report continued Key area Actions and conclusions Goodwill impairment We received a detailed management paper on impairment and challenged the appropriateness of the assumptions and judgements adopted for the annual impairment testing exercise in December 2021 including the use of a 10-year plan which the committee wassatised asappropriate. This wasbased on the African telecom markets which are underpenetrated when compared todeveloped markets. In forming thisview, wealso reviewed the sensitivities performed by management onkey assumptions such as the discount rate, growth rates andon the headroom ifa ve-year plan had been adopted withappropriate long-term growth rates. Wealso reviewed management’sconsideration ofthe impact of climate change. Based onthe analysis conducted sofar, we were satised that any related costs are adequately covered aspart ofthe impairment sensitivities and therefore no impairment would arise. For more information onthe Group’sgoodwill impairment assessment refer tonote 15of the nancial statements. Analysis of alternative performance measures (APMs) As charity and donations arenot related tothe trading performance ofthe Group, these were adjusted toarrive at underlying EBITDAand margin in previous periods. With the launch ofour sustainability strategy in the current year, wherein ‘access toeducational goal’ isone ofour keygoals, the Group revisited the denition toinclude the CSR expense as part ofunderlying EBITDA, margin and operating free cash ow. During the year, the Group removed free cash ows as anAPM since the Group’sdividends are nolonger linked tosuch metric. In addition, restated EPS wasalso removed asan APM asthere hasbeen nosignicant change in the number of shares issued between the current and previous nancial reporting periods. The committee performed adetailed review on the use anddisclosures ofAPMs within the annual report (including reconciliations disclosed) and concluded that the balance and equal prominence ofAPMs (incomparison toGAAP measures)was appropriate. The committee challenged management on changes to APMs andsatised itself that the changeswere appropriate. For more information onAPMs refer topage 175 ofthe annual report. Share buy-back in Airtel Nigeria On 1December 2021, Airtel Nigeria completed the buy-back of8.22%non-controlling interest (out ofexisting 8.26%) from its non-controlling shareholders ata total cost ofNGN 67.6 billion (approximately $163m)including directly attributable transaction costs. The committee reviewed andchallenged the accounting forthis transaction and were satised with the cost of the buy-back including transaction costs being taken through equity. Review of eective tax rate The committee reviewed andchallenged management’scalculation ofthe eective tax rate every quarter and found this to be satisfactory. Review of tax/ legal/regulatory matters The committee reviewed the key developments in material tax, legal and regulatory cases during the period, management’s estimate ofkey tax, legal and regulatory disputes, and how these were rated bymanagement as probable, possible or remote and assatised with the accounting conclusions reached bythe management. Exceptional items We reviewed allexceptional items during the yearand considered whether the items met the denition asan exceptional item under Group policy and FRC guidance andwere satised with management’s position and conclusions. We reviewed the Group’s exceptional item threshold at the beginning of the year and agreed to management’s proposal to increase the threshold inline with the size andperformance ofthe Group. We will continue toreview the relevance of the Group’s exceptional item policy with respect to applicability andthresholds every yearin line with FRC guidance andthe practices adopted byother FTSE companies. For more information onexceptional items refer tonote 11 ofthe nancial statements. Part 2 Governance report 110 Airtel Africa plc Annual Report and Accounts 2022 ![]() Part 3 #### Risk management and internal controls Our approach to risk As highlighted inthe strategy andrisk sections ofthe strategic report, risk management is inherent to our management thinking and business-planning processes. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. For more information on our risks and mitigation and our risk management framework, see the risk reporton pages 80-86. The Board also approved the statement ofthe principal risks and uncertainties set out onpages 83-86. Progress in 2021/22 Each quarter, our CEO and CFO provide acompliance certicate connected to the preparation of ournancial results. This includes the policies and procedures for areas of the business under their responsibility and conrms the existence ofadequate internal control systems throughout the year. Our committee reviews any exceptions noted in this exercise. Working to minimise the risk of fraud, bribery and corruption Minimising the risk of fraud is one of the key priorities for Internal Audit, andwe takea range ofactions todo this. These include assessing the quality of balance sheet reconciliations, keyjudgement matters, tenders and quotations, andcontrols over payments and associated applications. We continue to focus on limiting our potential exposure to bribery and corruption risks, forexample byproviding mandatory training, reviewing nancial records and developing our policies and procedures. Our contract management system includes mandatory certication to ourCode ofConduct andanti-briberyand corruption policy.Each year, every employee must takepart in computer-based training on anti-bribery and corruption and our Code of Conduct. Our Internal Audit team reviews our anti-bribery compliance programme to assess its continued eectiveness. Wewill continue toassess briberyrisks inour markets torene and improve our anti-bribery compliance programme. Our committee also monitors and oversees procedures around allegations of improper behaviour and employee complaints. Whistleblowing procedures Our whistleblowing programme isa condential channel through which employees canreport unethical practices or wrongdoing. We have an independent whistleblowing process managed by an external professional services rm from their Centre of Excellence in South Africa. Throughout the reporting period, wereceived updates on the volume ofreports, keythemes emerging from these reports and the results of related investigations. We assess the reports for the category and level of concern and consider these in line with a protocol for review, investigation, action, closure andfeedback. This isdone independent of management where necessary, but involving senior business unit orHR management asappropriate. Wecontinue to monitor the volume, geographic distribution andrange of reports made to thehotline tounderstand keythemes, the results of investigations undertaken, signicant regional compliance concerns, and whether access to this facility is less understood or publicised in some countries. During the 12months ending 31 March 2022, weinvestigated 74incidents received through various customer touch points andour formal whistleblowing channels. These wereof varying magnitude, with two above the Executive Committee threshold. One was investigated byan external partner, andover 90% ofthe cases have been closed. The very small number ofreports that contained allegations of a breach of our Code of Conduct were thoroughly investigated and disciplinary action was taken where appropriate. The majority of reports received during the period were human resources issues which indicated no compliance concerns or serious breaches of our Code of Conduct. Our committee chair reports to the Board at each of its meetings on the operation ofour Code of Conduct, anti-bribery andcorruption and whistleblowing procedures. Thisreport contains enough detail to enable the Board to oversee these areas and make sure arrangements are in place for a proportionate and independent investigation of related matters and for follow-up action. Internal Audit During the reporting period, weenhanced our internal audit risk assessment process by standardising our approach to risk assessment. This allows regular reassessment ofrisk areasto make sure new andemerging risks areaddressed asneeded, aswell as more dynamic audit planning. Our Internal Audit team considers compliance with internal policies, regulatory obligations and fraud risk mitigation aspart oftheir independent testing and evaluation. The team isgoverned by the internal audit charter, asapproved bythe Audit andRisk Committee, and isheaded byour Chief internal auditor, who reports tothe committee and the CEO. The committee chair regularly meets with the Chief internal auditor to discuss the team’s activity and anysignicant issues arising from their work. Our committee approves the annual audit plan inthe rst meeting of each nancial year. We then receive quarterly updates onactivities, progress against the plan, the issues arising from audits and action plans toaddress concerns. This year, wereviewed and approved the detailed audit plan as dynamic and ensuring that Internal Audit’s areas of focus remain appropriate. 111 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Audit and Risk Committee report continued Our Internal Audit team implemented various initiatives during the year to help achieve their mandate and strategic objectives. Proactively managing the risk of fraud: A fraud risk assessment exercise was rolled out across allOpCos and HQ oces to identify, register,monitor andmanage fraud risks within our operations. There are plans to automate this exercise to support continuous monitoring of the risks identied and maintain an up-to-date fraud risk register. Wealso revised our anti-fraud policy during the year. This isnow included inthe annual mandatoryanti-fraud certication undertaken by allemployees each year. From the next nancial year, this online anti-fraud training will be extended to key partners and suppliers. Key controls: We introduced a key controls framework across all 14OpCos. These controls arean extension ofour internal nancial controls framework (ICOFR) which include non-ICOFR processes and controls. These include compliance with critical internal policies and procedures, compliance with local regulatory requirements and maintaining eective IT security and operational processes. They’re inplace tostrengthen our internal control environment through regular monitoring of key internal risks. There are76 keycontrols which cut across Airtel Africa functions. OurInternal Audit team alsovalidates monthly management self-assessments reports results tothe Audit andRisk Committee quarterly. Over the next nancial year, we’llextend these key controls to cover head oce review procedures. We’re alsoplanning toautomate the validation of certain key controls to provide continuous monitoring and lead to a stronger control environment. Governance, risk and compliance (GRC): We identied a comprehensive and updated GRC system which we’ll bring onboard to manage GRC centrally in line with industryand government regulations across all areas of Airtel Africa. We’ll fully implement the new system during the next nancial year, following audit and case management solutions going live in April 2022. We also intend to expand our data analytics capabilities by fully embedding analytics within our audit workow toidentify red ags, analyse trends, cover complete data sets and improve the accuracy of audit testing. Quality assurance improvement programme: We also implemented a quality assurance improvement programme during the year. Our Quality Assurance team identied keyactivities toprioritise for the rst phase, with an initial focus onstrengthening our process for assessing and managing internal risks and executing audits. We updated our internal audit policies and procedures accordingly. We also began to send internal audit client satisfaction surveys to key stakeholders after engagements to understand how well auditors are achieving their goals and objectives. #### External auditors Engaging our auditor Our committee manages our relationship with the external auditor. Each year, we assess their performance, eectiveness and independence and recommend their reappointment or removal to the Board. Our external auditor isDeloitte LLP (UK). The lead partner isMark Goodey, who has been in post since October 2018and will retire at the end ofDeloitte LLP’s nancial year after the Airtel Africa 31March 2022 audit. He will besucceeded as lead audit partner byRyan Duy. Ryan hasbeen a partner inDeloitte’sInternational Audit Group and currently leads the Africa Services Group. With over20 years’ experience serving audit clients across abroad range ofsectors, geographies and regulatory environments, Ryan relocated tothe UK from Deloitte in Johannesburg where he worked as an audit and advisory partner to several multinational listed clients. His previously held leadership positions at Deloitte in South Africa required himto travel throughout Africa, providing perspective ofthe continent and its opportunities. Ryan wasappointed following an interview and selection process led by our committee chair and our CFO Jaideep Paul. As well as being invited to attend all committee and relevant meetings since October 2021, Ryan has metwith ourcommittee chair, CFO and senior nance leaders and shadowed Mark Goodey ashe completed his year-end audit. Eectiveness ofthe external audit process After reviewing and challenging the work done by Deloitte during the year, we approved Deloitte’s terms ofengagement and are fully satised with their performance, objectivity,quality ofchallenge and independence. Werecommended to the Board, which in turn will recommend to shareholders at our2022 AGM, that Deloitte should continue as our external auditor and bereappointed forthe 2023 nancial year. With the appointment ofRyan Duy, we believe the independence and objectivity of the external auditor are safeguarded. Our next competitive tender is planned for the 2029 year-end audit in line with current regulation. This timetable is subject toannual assessment of Deloitte’seectiveness andindependence. There areno contractual obligations which restrict our choice of auditor, nor is there aminimum appointment period. We’ve complied with the provisions of the Competition and Markets Authority’s Order for this nancial year relating toaudit tendering and the provision of non-audit services. Working with our auditor The lead external audit partner and histeam attend our committee meetings to provide insight and challenge and to report on their review of the half yearresults and audit ofthe year-end nancial statements. To facilitate open dialogue and assurance, wealso hold private sessions with our auditor without management present. Our committee chair regularly meets with Deloitte outside of scheduled committee meetings. A number ofteams areinvolved inthe audit, given theneed toreport both ourown nancial results andto report toour parent company, Bharti Airtel. Part 3Part 4 Governance report 112 Airtel Africa plc Annual Report and Accounts 2022 ![]() Part 5 Throughout the year, audit teams deliver: • An interim review by Deloitte UKfor our half year • The Airtel Africa consolidated nancial statements signed by Deloitte UK • Local statutory accounts audited byeach Deloitte Africa team, with some work performed by Deloitte India During its half yearand full yearresults reporting, Deloitte found no signicant deciencies in controls or issues with ouraccounting judgements and estimates in the areas in which they adopt a controls reliance approach. Our committee receives a detailed audit plan from Deloitte identifying key risks and areas of focus. We review and challenge this external audit plan, including audit scope and materiality, tomake sure Deloitte has identied allkey risks and developed robust audit procedures and communication plans. We also look at the quality of auditors’ reports throughout the year andconsider responses toaccounting, nancial control and audit issues as they arise. Using ourauditor for non-audit services We safeguard auditor independence and objectivity through a number ofcontrol measures, including limiting the nature andvalue of non-audit services performed by the external auditor. Where we consider our external auditor to have the most appropriate skills, expertise and safeguards, we mayconsider using them for certain acceptable non-audit services. Their knowledge of our business maymakesuch services more cost-eective andensure condentiality. Our non-audit services policy sets out the circumstances in which the external auditor can perform non-audit services. It restricts the provision ofnon-audit services asprohibited bythe FRC Revised Ethical Standard 2019 andprovides amonetary threshold for approved services. Our committee reviews and pre-approves any non-audit services with fees above the threshold or not stipulated by the policy. Under our policy onnon-audit services, the CFO has authority to approve permitted services up to$50,000, with any amounts above this requiring committee approval. Our review of the auditor’s performance during the reporting period included non-audit services and the ability of Deloitte to maintain its independence while providing these services. The non-audit services work forthe nancial yearincluded half year review work forour company,quarterly audits forour parent, Bharti Airtel and control attestation in Zambia and Uganda required bylocal regulations and ESEF assurance. The value ofthis was$1.5m, representing approximately 25% ofDeloitte’stotal remuneration asset out in note 8.1to the consolidated nancial statements on page 186. #### Finance Committee Our Finance Committee is an operational management committee overseen by and subsidiary to our committee. Its two independent non-executive director members are also members of the Audit and Risk Committee. Given the complexity and importance ofnance, treasury and tax policy matters, the Board hasdelegated oversight and governance to thisspecialist Finance Committee. Thishas strengthened our adherence to the relationship agreement and treasury and tax controls. This committee frames ournance policies and procedures, creating risk framework mechanisms for treasury and tax to help achieve our strategic nancial goals with a balance of initiative and risk control. Committeeduties • Ensures our treasury activities are carried out within an agreed policy framework • Makes sure activities are within agreed levels of risk and will contribute to ournancial performance through focused management • Makes sure operations are appropriately funded and conducted in line with policy • Ensures the overall treasury objective and specic objectives for each main treasury activity areconsistent with both nancial and corporate business objectives • Recommends the strategic tax policy for approval bythe Board • Ensures adequate liquidity tomeet nancial obligations based on cash ow forecasts • Optimises the interest cost on gross debt within prudent risk parameters • Determines and approves the derivatives policy on swaps, foreign exchange and interest rate hedges • Generates reasonable commercial returns on investments to protect investment capital and ensure desired liquidity • Minimises the adverse impact of foreign exchange movements associated with transactions and our operating exposure in various currencies due to multinational operations • Maintains diversied access to various local and global debt and borrowings markets • Determines and approves our strategic tax planning policies • Approves newdebt and the cancellation and modication of borrowing and debt facilities Committee members Members were appointed by the Board on the recommendation of the Nominations Committee inconsultation with the Audit and Risk Committee chair. They are Jaideep Paul, CFO, aschair; CEO Segun Ogunsanya; deputy CFO Pier Falcione; and two independent non- executive directors, Ravi Rajagopal andAnnika Poutiainen. Wereview the composition of the committee and the continued participation of independent non-executive directors each year. 113 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Nominations Committee report #### Chair’s statement I’m pleased to present the Nominations Committee report for 2021/22 and to share our plans for the coming year. Changes to the Board Wecontinue our eorts toensure that our Board ismade up ofpeople with the appropriate drive, abilities, experience and diversity in its broadest sense to lead Airtel Africa in delivering on our strategy. Our committee oversees succession planning for senior management to ensure we have a consistent pipeline of diverse talent in place for progression tothe Board. The 2021/22 year saw some exciting changes to the Airtel Africa Board. As part ofour planned succession process, weoversaw the appointment of Segun Ogunsanya as managing director and Chief executive ocer ofAirtel Africa. Segun joined the Board with eect from 1October 2021. We announced that Jaideep Paul, Chief nancial ocer, would join the Board asexecutive director on1 June 2021. And we appointed a new independent non-executive director, Tsega Gebreyes, in October 2021. Tsega is a native Ethiopian with deep investment and operating background in Africa and TMT, starting with her role in building Celtel International. She is also the founding director of Satya Capital Limited. As partof our ongoing review of the Board’scurrent andfuture needs, we reviewed the tenure ofall directors and discussed future Board rotation. We recognise that ourlarge Board isnot yet gender balanced, despite including four women. This imbalance should correct itself through retirement and rotation over the next few years. Board diversity Airtel Africa is a multicultural business, and our ethnic diversity is reected in ourBoard, our leadership team and ouremployees mix. We’re committed to ensuring diversity in terms of culture, age, gender, ethnicity, length of service and educational background – and will continue to build an inclusive and diverse workplace. We count this as a core strength of our business. We’re privileged to havea Board ofdirectors with abroad diversity of skills, experience, age and nationality to perform their vital role. This is invaluable in developing our business strategy and enhancing our governance capabilities. As you can see from their biographies on pages 90-93, our committee chairs and members have recent and relevant skills, experience and expertise. Committee responsibilities • Reviews the balance, diversity,independence andeectiveness of the Board • Oversees the selecting, interviewing and appointingof new Board members • Reviews succession and contingency planning for the Board and senior leadership, including training, development and talent management • Makes recommendations tothe Board about thecontinued service of directors, including suspensions and terminations of service • Makes sure directors disclose the nature and extent of any actual or potential conicts ofinterest, monitors andassesses these disclosures and makesrecommendations tothe Board as appropriate • Oversees, with the chair ofthe Board, anannual evaluation of Board, committee, and director performance –in particular, determines with the chair whether this evaluation should be externally facilitated and, if so, the nature and extent of the external evaluator’scontact with the Board, committees and individual directors • Oversees policy andobjectives on diversity andinclusion in light of ourstrategy, objectives andculture, and monitors the implementation ofpolicies andprogress towards objectives at all levels of our business • Through the committee chair, engages with shareholders on subjects relevant tocommittee responsibilities Attendance Meetings attended Sunil Bharti Mittal Chair 3(3) Andy Green Senior independent non-executive director 3(3) Ravi Rajagopal Independent non-executive (Audit and Risk Committee chair) 3(3) Doug Baillie Independent non-executive (Remuneration Committee chair) 3(3) Sunil Bharti Mittal Chair, Nominations Committee Governance report 114 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### About the committee Led by the chairof ourBoard, our committee consists ofindependent non-executive directors. Our CEO and HR director are also invited to attend committee meetings and submit reports. Wemet formally three times during the 2021/22 nancial year. Our primary focus was on longer-term succession planning for the senior executive team, improving diversity across our business, and the induction of Tsega Gebreyes. Having reviewed the composition and performance ofthe Board and its committees, webelieve ourBoard hasthe experience, expertise and appetite for challenge to take Airtel Africa forward in line with our strategy while maintaining good governance. We will, of course, keep this under regular review. The committee’s work and focus in 2021/22 • Reviewed the Board’s composition, balance, diversity,skill sets, individual directors’ time commitment and overall eectiveness against future needs • Reviewed our succession and contingency planning across the business, linking this to individuals’ professional development at senior management level to help seniormanagement demonstrate their potential for progression and develop a diverse pipeline of talent • Appointed Tsega Gebreyes as an independent non-executive director andinvited her tojoin the Remuneration andSustainability Committees from April 2022 • Reviewed the fees paid to the Group chair – benchmarking data shows these fees are competitive • Considered the early-stage strategy and plans to create a standalone Airtel Money entity and the trajectoryto listing –as well as the strength of talent to manage this new entity once separated • Recommended to the Board that each director be proposed for re-election by shareholders at the July 2021 AGM • Reviewed and put in place mentoring opportunities for the new CEO • Reviewed policies and processes to promote diversity in our operating country Boards and senior management teamsand put in place a development programme for suitable internal candidates • Worked to attract diverse, highly skilled and talented employees by: – Tackling unconscious bias – Maintaining a gender balance on shortlists for management positions – Ensuring all recruiters have signed the Standard Voluntary Code of Practice • Worked to retain the best talent by: – Promoting a good work/life balance – Encouraging equal opportunities for all • Set new targets to increase the number of women in leadership positions by 2026 and to achieve gender-balanced shortlists. We’llmake surethe specication for anynew senior management role is equally suited to applicants of any gender and that there’s no discrimination at any stage in the selection process based on any applicant characteristic. – Appointed three women to senior roles in our operating companies – customer experience director and enterprise director for Zambia and enterprise director for Nigeria In 2021/22: – 26% of total Group employees were women – 28% of the Executive Committee were women (target 30% by2023) – 25% of appointments in the year made at the level of general manager and above were women Evaluating our Board As part of our corporate governance review each year, we examine the independence and diversity of our Board and the balance of skills and development needs of members. In mapping the skillsets ofour Board members against our current strategy and annual operating plan, weconrmed that ournon- executive directors havesignicant experience in the areasof strategy, risk management and M&A. In light of a recognised need to strengthen our operating background in Africa and TMT, we appointed Tsega Gebreyes tothe Board. Our committee also monitors the succession planning for management immediately below the Board. We’re working to support and encourage a growing pool of talent able to step into top roles at Airtel Africa. Our work to identify executives with potential and to encourage their development led toseveral signicant internal promotions in and across our operating companies this year. I welcome questions from shareholders on this committee’s activities. If you’d like to discuss any aspect of this report, please contact me through our company secretary, Simon O’Hara (see page 240 for contact details). I will, of course, be attending the 2022 AGM and look forward to the opportunity to meet you and answer your questions there. Sunil Bharti Mittal Chair, Nominations Committee 10 May 2022 115 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Nominations Committee report continued #### Developing our Board The ongoing development ofour Board members isa priority.We inform directors about relevant seminars and training and encourage and support their attendance. We provide regulatory updates at each Board meeting; and specialist advisers brief our committees on topics such as changes to accounting procedures and UK corporate governance. Our Board undertook a series of development activities during the reporting period, including training provided by our corporate legal advisers Herbert Smith Freehills LLP on the political environment, governance reform, liability to investors and directors’ duties. Tsega Gebreyes’ induction Tsega Gebreyes was inducted through a series of sessions with our CEO, CFO and members of our Executive Committee and representatives of Deloitte. These focused on our strategy, operating and nancial performance, budget and forecasts, humanresourcing, diversity challenges and medium-term plans. Specicactivities October 2021 Met separately with the chair ofthe Board, the senior independent director, our CEO, our CFO and our company secretary December 2021 Met with each of our regional directors January 2022 Met with our corporate lawyers for onboarding training Met with the chairs of our Audit and Risk Committee and Remuneration Committee Had introductory meetings with non-executive directors: three independent (Annika, John and Awuneba)and two appointed (Kelly and Shravin) Met with ourChief HR ocer, head ofinternal audit, risk and assurance, and Chief compliance ocer Met with our external auditors, Deloitte Employeeengagement Our Board engages with employees in various ways tounderstand how we can enhance our people strategy and continue to bring our values to life. To understand the business at all levels, directors are encouraged to engage with local operations, either by visiting in person or through online meetings, strategy sessions and quarterly reports from our HR Committee. Wearrange Board visits each year to operations –and atleast one Board meeting isscheduled totake place at a regional location with representatives from the business present. This year, our Board andcommittee programme took place inDubai and was attended by many senior colleagues. Some members ofthe Board also met with employees to discuss both professional and personal matters – including feedback on moving our headquarters to Dubai from Nairobi, team capabilities and how we can build an agile high-performance culture. The Board also stays ontop ofemployee-related issues through: • Our open-door policy, where employees can connect directly with our CEO or any ExCo director about anything • Quarterly CEO-led town halls in English and French, where senior executives update employees on our business performance, organisational changes and take questions from employees • Remuneration Committee updateson remuneration, people, culture, conduct and diversity • Quarterly presentations and one-to-one meetings as necessary from ourChief HR ocer • Quarterly reports from the HR Forum and Remuneration Forum chair to the Remuneration Committee on people, culture and wellbeing • The results of our employee engagement survey and regular pulses shared in various OpCos and OpCo-led town halls • One-to-one meetings between our ExCo and OpCo MDs and other leaders to discuss employee and personal wellbeing, team updates and career aspirations • Regular ExCo market visits where leaders interact with teams at all levels of the business Sunil Bharti Mittal isour designated Board director for employee engagement, given his regular travel to our operating companies. In this role, he’s not expected to take on the responsibilities of an executive director orthe Chief HR ocer. He’s responsible for supporting the directors’ collective responsibility to consider a wide range of stakeholder perspectives when making Board decisions, including: • Understanding the concerns of the workforce and articulating their views and concerns inBoard meetings • Ensuring that the Board, and particularly the executive directors, take appropriate steps to evaluate the impact of proposals and developments onthe workforce • Where relevant andappropriate, providingfeedback to the workforce on Board decisions and direction during the engagement process • Making sure that feedback Is obtained from all levels of the workforce in various locations Like other initiatives adversely impacted by pandemic-imposed restrictions, Sunil has had challenges to overcome in performing this role during the reporting period. He met with colleagues based in our Nairobi operating headquarters to discuss their views on the proposed oce relocation toDubai. Hethen shared the opinions and views expressed with the project planning team who incorporated them into planning and executing the move. The focus for 2022 will be to identify and facilitate communication mechanisms for eective and meaningful dialogue with the workforce. For more on how we engaged with our people during the reporting period, see page 27. Board and committee balance,diversity, independence and eectiveness The chair of the Board is responsible for making sureindependent non-executive directors can constructively challenge executive directors, while supporting them to implement the strategy and run the business eectively.He works with this committee tomake sure the Board hasthe right blend ofskills, independence and knowledge. Appointing and re-electing directors Our appointment processes The Board hasthe power toappoint additional directors orto ll any vacancy. When recruiting new members forthe Board, our committee adopts a formal and transparent procedure which considers the skills, knowledge and level of experience required, as well as diversity. Governance report 116 Airtel Africa plc Annual Report and Accounts 2022 ![]() We begin by evaluating the balance of skills, knowledge and experience of existing Board members, the diversity of theBoard, and ongoing requirements and strategic developments of the business. This enables us to focus our search process on appointing someone who will complement and enhance the Board’s eectiveness and overall performance. We review a long list of globally drawn potential candidates and shortlist candidates for interview based onthe objective criteria set out in the agreed specication. These include the requirements ofthe Group, the diversity ofthe Board, and the balance of skills, knowledge and experience of current members. Non-executive appointees must be able to show that they have time available to devote to the role, and before being appointed all candidates must identify any potential conicts ofinterest. Shortlisted candidates are interviewed by the committee chair, other committee members and the CEO. The committee then recommends the preferred candidate, who isinvited tomeet other Board members. Finally, the committee takes up detailed external references before making aformal recommendation tothe Board for appointment. Board changes in 2021/22 In 2021/22, our committee oversaw the process to identify a new CEO to replace Raghu Mandava on his retirement, as well as the ongoing search for another woman director. To ll the CEO role, we worked with specialist recruitment agency Egon Zehnder, who abide by a voluntary code of conduct on gender diversity. The agency has no other connection with Airtel Africa. After followingthe processdescribed above, including considering suitable internal candidates, our committee recommended Segun Ogunsanya to the Board asnew CEO. We recruited Tsega Gebreyes as a new independent non-executive director without using asearch rm. We recommended Tsega after making sure she had enough time to devote to the role and had no conicts ofinterest. Our committee monitored the integration and thorough induction of both directors. The only director totake ona signicant new appointment during the year was Annika Poutiainen, who began a non-executive role at Unzer Group GmbH in 2021. Before accepting the appointment, Annika discussed with our chair and company secretary the anticipated time commitment and agreed that she would continue to have adequate time to give toAirtel Africa Board duties. Re-election Every director will seek election or re-election at our annual AGM. All directors will stand for re-election at each year’s AGM while in oce. Each director proposed for re-election atour AGM has been unanimously recommended by other members ofthe Board. More information on our appointments process is on page 116. Eectiveness The external Board evaluation reviewed our committee’s eectiveness and sought feedback from the committee members. We discussed the output of the evaluation, which concluded that we continued to operate eectively throughout the year, and conrmed our intended areas of focus for the year ahead. Each director goes through a performance review process as part of the annual Board eectiveness review,which conrmed thateach director continues tomake an eective contribution tothe Board. Advice available to the Board All directors have access to the advice and services of the company secretary. Directors may also take independent professional advice at ourexpense where this isjudged necessaryto full their responsibilities. During the year, the Board took advice from: • Alvarez & Marsal through the Remuneration Committee, as explained in more detail on page 122 • Herbert Smith Freehills LLP, our corporate legal advisers, through the Market Disclosure Committee onthe identication of insider information • Legal advisers Cliord Chance on share plan andremuneration policy matters • Our brokers on the sector and the relative performance of our share price • Egon Zehnder through the Nominations Committee, as explained in more detail on page 117 Diversity The Board represents abroad range of skills, experience, age, ethnicity, gender and nationality. Our youngest director is 34 and the group is ethnically diverse. Most have spent a considerable amount of time living outside the UK, and this range of experience is invaluable in developing our business strategy and enhancing our governance capabilities. Our policy is to appoint and promote the best person for each role without regard to age, ethnicity or disability – only considering factors such as educational and professional backgrounds as appropriate for the position. This applies tothe entire business, including the Board. Our objective isto build diversity intoour appointment andpromotion processes at every level. All Airtel Africa employees have completed our annual Code ofConduct training and certication, which covers our commitments on diversity, inclusion and anti-discrimination. We believe diversity is fundamental to the successful operation of our Board andto creating abalanced culture across our business. The Board regularly reviews its balance and composition considering targets and recommendations for gender diversity, as well as the Parker Review and its report into ethnic diversity. We’ve gone way beyond the Parker Review target for FTSE 250 boards to have at least one director from an ethnic minority background by 2024. We also fully endorse the FTSE Women Leaders Review’s approach to increasing senior leadership diversity, including its voluntary target of 40% women onBoard, Executive Committee andsenior management teams. This also requires at least one woman as chair or senior independent director role onthe Board ora woman aseither our Chief executive ocer or nance director by the endof 2025. While we haven’t yet achieved these two gender-balance targets at Board level, weare making considerable progress. Regarding the rst target, 31% of ourBoard arewomen (4 out of13) representing 43% of our independent directors (3 of 7). On the second target, we will ensure that this is an integral part of our succession planning. Gender diversity in our Executive Committee remains a challenge. We’re working to increase the number of women at this level as well as in our senior management teams (direct reports to the ExCo) by 2026. We’llmake surethe specication for anynew senior management role is equally suited to applicants of any gender and that there’s no discrimination at any stage in the selection process based on any applicant characteristic. Diversity and inclusion are, and will continue to be, a key focus for Airtel Africa. 117 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Nominations Committee report continued #### Our diversity policy Purpose The Group has a clear ongoing purpose of ‘Transforming Lives’. Diversity and inclusion are a part of who we are and how we do business – in line with our values of being alive, inclusive and respectful. Policy statement We recognise that a diverse workforce is key to delivering value to our customers. So we work to create an inclusive environment that embraces ourdierences andhelps employees work totheir true potential. Our practices and policies to foster this include global mobility, talent acquisition and focused learning and development. We’re particularly focused on developing women in management and leadership roles and across our business. Initiatives 1. Searching for and using diverse talent pools for all management and seniorleadership recruitment 2. Building succession and leadership development plans that encourage thepromotion of women 3. Focused mentoring programmes 4. Facilities for expectant and new mothers, such as reserved parking and mothers’rooms 5. Women in tech programme 6. Women’s entrepreneurship programme to increase the percentage of self-employed women in sales and distribution roles Training and awareness 1. An ongoing programme to counter unconscious bias 2. Using town hall sessions to drive awareness and the right tone from the top 3. All employees completing yearly Code of Conduct training and certication covering our commitments ondiversity, inclusion and anti-discrimination Monitoring and reporting 1. Monthly diversity review byour Chief HR ocer with HRdirectors of our regional businesses 2. Quarterly progress reports to our Executive Committee and Remuneration and Sustainability Committees before being reported tothe Board 3. Quarterly progress reports to our management HR Committee Gender balance Category Women(%)Men (%) Total Group Board 4(31%)9(69%) 13(100%) Employees Group Executive Committee 2(0.1%) 20(0.6%)22(0.6%) OpCo Executive Committee43 (1.1%) 120(3.2%)163(4.3%) Senior andmiddle management\* 16(0.4%)112(3.0%)128(3.4%) All other employees 904(24%) 2,540 (67.6%)3,444 (91.7%) Total 965(26%) 2,792(74%) 3,757(100%) \*Senior management is all general managers and above excluding the OpCo Executive Committee, and middle management includes all employees at senior manager level Payratio reporting Quoted companies with more than 250 UK employees are required to report each year onthe dierence in paybetween their CEO and their UK employees. As Airtel Africa is outside the scope of this requirement given its small number of UK employees, we will not be disclosing our pay ratio for this reporting period. Our ‘Win with’ strategy aims todrive the sustainable, protable growth we need to continue creating value for all our stakeholders. To facilitate this, we aim to be an employer of choice with a diverse and inclusive work environment that continues to foster a culture of high performance, wellbeing, skills enhancement, and coaching. Governance report 118 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Our compliance with the UK Corporate Governance Code 1. Board leadership and company purpose A. An eective andentrepreneurialboard Our Board is responsible for Airtel Africa’s system of corporate governance. As such, directors are committed to developing and maintaining high standards ofgovernance that reect evolving good practice. The Board provides strategic and entrepreneurial leadership within a framework of strong governance, eective controls and anopen and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims andrisk appetite, makessure wehave the nancial and human resources in place to meet our objectives, and monitors our compliance andperformance against our targets. And nally, the Board ensures weengage eectively with all our stakeholders and considers their views in setting our strategic priorities. Roles and responsibilities We have well-documented roles and responsibilities for directors, and a clear division of key responsibilities between our chair and CEO to help maintain astrong governance framework and the eectiveness of ourBoard. Our clearly dened policies, processes andprocedures govern all areas of the business. These will continue to be reviewed and rened tomeet business requirements and changing market circumstances. We re-examine budgets considering business forecasts throughout the year tomake sure they’rerobust enough toreect the possible impact of changing economic conditions and circumstances. We conduct regular reviews of actual results and future projections compared with the budget and prior year results, as well as with various treasury reports. We monitor any disputes that could lead to signicant litigation orcontractual claims at each Board meeting, with updates provided by the CEO and CFO as part of their reports or tabled by the company secretary. We have a Board-approved framework of delegated authority to identify and monitor individual responsibilities of senior executives. B. Purpose, values and strategy and alignmentwithculture Our purpose is to transform the lives of people across sub-Saharan Africa. We do this through products, services and programmes that foster nancial inclusion, drive digitisation and empower our 128 million customers and the communities in which they live. To continue to serve our vision of enriching the lives of our customers, we have a clear business objective: togrow market share protably andcreate superior enterprise value while delivering our sustainability strategy. We provide essential services that are unlocking the potential for people and economies to grow. The Board sets the strategy for aligning with our purpose. This year, the Board formally updated our Win with strategy model to ensure that sustainability, and working to deliver our sustainability strategy, underpins everything we do. Our Board believes that a healthy culture, which drives the right behaviours, protects and generates value and helps employees engage with our values, will lead to the successful delivery of our strategy.It is responsible for dening our values and setting clear standards from the top. Our chair leads the way by ensuring our Board operates correctly and with a clear culture of its own which can be promoted to our wider operations and dealings with all stakeholders. Our CEO, with the help of the CFO and his management team, is responsible for the culture within our wider operations. We’ve continued to build our people capability through: • Enhancing our online learning platform for greater access • Encouraging skills development through short-term assignments and exchanges between operating companies • Ensuring all employees have mandatory training in compliance areas such as our Code of Conduct, anti-bribery and corruption, andinformation security As Airtel Africa plcordinary shareshavebeen trading onthe main marketof the London Stock Exchangesince3 July 2019,weapply the principles andprovisions ofthe 2018UKCorporate Governance Code (the Code) andexplainany non-compliance. (See theCode atfrc.org.uk.)While wehave asecondarylisting ontheNigerian Stock Exchange(NSE),we’repermitted byNSE listings requirements tofollow thecorporategovernance practices ofour primary listing marketin London. The UKFinancial Reporting Council (FRC) promoteshigh qualitycorporategovernanceand reporting throughthe Code.Allcompanies witha premium listing onthe LondonStock Exchange must either complyinfull orexplain whyand to whatextent theydon’t comply. Throughoutthe yearended 31 March2022, we haveappliedallthe principles andcomplied with the provisionsset outin the2018UK Corporate Governance Code exceptfor intwo areas: Provision9, requiringthatthe chairbe independent on appointment, andprovision41, ourworkforce engagementon executive remuneration. For ourTCFDdisclosure pursuantto LR9.8.6R (8) see page 54 fordetails. Simon O’Hara Group company secretary Witheachyearthatpassespost listing,theUKCorporate Governance Codebecomesevenmoreembedded inhowwethinkandact at AirtelAfrica. 119 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our compliance with the UK Corporate Governance Code continued The Board receives regular reports that allows it to assess our culture to ensure it continues to support our strategy and purpose. Our Remuneration Committee helps our Board oversee our culture through its focus on diversity and inclusion, people and community engagement and our purpose and values. The committee tracks performance in these areas and reports to the Board as appropriate. These reports have led to Board discussion on matters ranging from the take-up of Covid-19vaccinations toa deeper analysis of our whistleblowing hotline metrics. In both instances, the Board recommended changes to be able to satisfy itself that policy, practices and behaviours throughout the business were aligned with our purpose, values and strategy. Annika Poutiainen, the Board Sustainability champion, reports to each Board meeting on the work of the Sustainability Committee. This committee, which currently meets monthly, also receives occupational health and safety updates at each meeting. Our Chief HR ocer regularly attends Board meetings and all Remuneration Committee meetings to provide updates on HR matters – including onculture, diversity and inclusion, talent acquisition and retentionand employee engagement. The chair ofthe Remuneration Committee also includes these matters in his own report to the Board. While our leadership establishes our culture and leads by example, our clear policies and Code of Conduct ensure that our obligations to shareholders and other stakeholders are clearly understood and met, as described inmore detail on page 26. C. Company performance andrisk management Our CEO manages the Group’s business in line with the strategic plan and approved risk appetite and takes responsibility for the operation of the internal control framework. Our Audit and Risk Committee oversees potential risks and provides the Board with strategic advice on current and potential future risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks that we’re prepared to be exposed to and the risks that we want to avoid. More information on risk management can be found on page 80 D.Stakeholderengagement With the publication of our sustainability strategy and the ongoing development of our remuneration policy, our Board members are increasingly taking a more active role in engaging with shareholders and widerstakeholders. Our director induction processincludes directors’ duties under section 172of the Companies Act 2006. The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of our business and the wider industry. Our Investor Relations team andmanagement have frequent contact with the 11 equity research analysts who follow Airtel Africa. Weconsidered stakeholderconcerns when developing our sustainability strategy, as advised by the Global Reporting Initiative (GRI) and to strengthen our strategy and reporting. Our Board discusses the impact of all major decisions on our workforce before drawing its conclusion. We also consider stakeholder impact in relation tomaterial acquisitions and strategic expansion. While we’re working to better embed stakeholder considerations in Board decision- making, we do factor the needs and concerns of our stakeholders into Board discussions and decisions in accordance with section 172of the Companies Act 2006 (see statement on page 26). Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our operating companies. A focus for2022will be toidentifyand facilitate mechanisms for more eective and meaningful dialogue with our people. For more on our initiatives to improve employee engagement see pages 26 and 116 E. Workforce policies and practices We expect all businesses and employees to work with the highest standards of integrity and conduct at all times. Our Code of Conduct, which can be found on our website, sets out our expectations in detail. We also have policies focused on anti-bribery and corruption, whistleblowing and data protection (GDPR) setting out the ethical framework that all companies and employees are expected to follow. Each year, our employees receive up-to-date training on legislative and regulatory matters. Our management processes and divisions of responsibility are detailed in the following documents, which can be seen on our website: • Schedule of matters reserved for Board decisions, including prot expectations and dividend policy • Terms of reference for Audit and Risk, Nominations, Sustainability and Remuneration Committees • Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010and anti-corruption – these are updated asnecessary in line with developments in corporate governance and legislation • Our Articles of Association Our policies are reported against to the Board and/or Audit and Risk Committee bythe head ofInternal Audit, Chief compliance ocer or company secretary. A description ofour whistleblowing procedures is setout on page 111. 2.Divisionof responsibilities F. Roleof thechair The roles and responsibilities of the chair and CEO have been clearly dened, set out inwriting and signed by Sunil Bharti Mittal and Segun Ogunsanya. The chair leads our Board and is responsible for its overall eectiveness indirecting the company. Our chair and the senior independent director hold separate meetings at least once a year with non-executive directors without the CEO present. Each did thisonce during the 2021/22 reporting period. Led by the senior independent director, the non-executive directors also meet at least once during the year without the chair to appraise his performance. The chair also meets formally with independent non-executive directors without our CEO or other non-executive directors present. Through these meetings, the chair ensures we maintain a fair and open culture where all Board members can make a strong contribution. The Board is aware that Sunil Bharti Mittal did not meet the independence criteria of the Code when he was appointed due to his interests in the company. Considering his extensive involvement with the Bharti Airtel Group over many years and his major contribution to Airtel Africa’s growth, the Board unanimously agrees that his continued involvement is crucially important to our ongoing success. We have a number of safeguards in place to ensure robust corporate governance during his tenure as chair, including Andrew Green in position as a strong senior independentdirector. The Board believes Sunil Bharti Mittal continues toeectively oversee our leadership and maintain a balanced shareholder agenda. Governance report 120 Airtel Africa plc Annual Report and Accounts 2022 ![]() G. Composition of theBoard and division ofresponsibilities Our Board consists of 13 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep Paul, seven independent non-executive directors and three non- executive directors. Andrew Green, CBE, is the senior independent director and Simon O’Hara is our Group company secretary. For more on our Board composition, see page 90. The Board hasan established framework ofdelegated nancial, commercial andoperational authorities which dene thescope and powers of the CEO and of operational management. For more on our Board and executive roles, pages 90-95 H. Role ofnon-executive directors Our independent non-executive directors oeradvice and guidance to the CEO and CFO, drawing on their wide experience in business and diverse backgrounds. They also provide constructive challenge and hold management to account – monitoring the overall direction and strategy of the company, scrutinising the performance of the CEO and CFO, and ensuring the integrity ofthe nancial information made available to the Board and our shareholders. They play an important part in general succession planning for the Board and other executive and senior management positions. The senior independent director and the independent directors also play acritical role in fullling the requirements of the separation governance framework and ensuring Airtel Africa’s independence. Following their appointment, each of our non-executive directors (both independent and non-independent) received an induction that focused on the culture, operational structure and key challenges of Airtel Africa. Details ofthis induction are onpage 116. I. Board processes androle ofthe company secretary We have a range of processes in place to make sure our Board is fully informed in a timely manner to be able to perform its duties. Directors receive papers before each Board and committee meeting. This allows them to prepare for meetings and to send in their views if unable to attend. The CEO sends updates to members on important issues between meetings. Members also receive amonthly reporton keynancial and management information, as well as regular updates on shareholder issues and analysts’ notes. This information is distributed through a secure online portal. All directors have direct access to the advice and services of the company secretary. And non-executive directors can take independent legal advice atour expense when necessary tofull their duties to the company. At the half year, we took the opportunity to review our Board and committee processes to build on actions introduced following the annual evaluation exercise. Coordinated by the company secretary and led by the chair, we considered feedback from Board members to restructure the agenda and create a new template for papers. We’vesince found thatmeetings are run more eciently,with more time for strategic and business discussions. We’ll continue to improve our eciency byintroducing aprocess toapprove suitable papers ‘by consent’ before each meeting. 3.Composition, succession #### and evaluation J. Board appointments As partof our 2021/22 Board evaluation, werearmed that each of our independent non-executive directors is independent in character and that there are norelationships which could aect their judgement. The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal and rigorous and transparent process for appointing and removing directors to or from the Board, our committees and other senior roles. The committee also works to improve diversity and develop our succession planning processes. During the reporting period, Tsega Gebreyes was appointed to the Board and our CFO, Jaideep Paul, was appointed an executive director and continues to attend all Board and Audit and Risk Committee meetings. For more on our Nominations Committee’s activities and processes, see pages 90-93 K. Skills, experience and knowledge ofthe Board and itscommittees Wehave an engaged anddiverse Board who reect the cultural and ethnic diversity of the countries in which we operate. Our Board members bring a range of practical experience and deep expertise to our business – and at least half of our directors, excluding the chair, are independent non-executive directors, in line with the Code’srecommendations. The Board considers that each director brings relevant and complementary skills, experience and background to the Board, details ofwhich are set out inthe biographies onpages 90-93. L.Boardevaluation As part of good governance, it’s important to make sure our Board as a whole, its committees and each director is operating and performing eectively. While the Code requires anexternally facilitated evaluation at least every three years, we have chosen to do this in each of our three years since listing toenable usto plan eectively for the future. See page 103 for details 4.Audit, risk andinternalcontrol M. Independence and eectivenessof internal and external audit Each year, our Audit and Risk Committee identies the keyrisks to be reviewed and assessed by Internal Audit as part of its programme of work to enhance our control environment. We also enhanced our internal audit risk assessment process to allow for better coverage and more dynamic audit planning. During 2021/22, Deloitte UKperformed an external statutoryaudit of the year ended 31 March 2022, anda half-yearly review.See page 112 for adiscussion oftheir independence and eectiveness. For more on the activities and processes of our Audit and Risk Committee, see pages 104-113 121 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Our compliance with the UK Corporate Governance Code continued N. Fair,balanced andunderstandableassessment Pages 17-19, 24-25, 31-42and 80-86 ofthe strategic report set out our performance, business model and strategy, as well as the risks and uncertainties relating to the company’s future prospects. When taken as a whole, the directors consider this Annual Report is fair, balanced and understandableand provides informationnecessary for shareholders to assess our performance, business model and strategy. O.Risk management,internal control and determining principal risks As highlighted in the strategy and risk sections of the strategic report, risk management is inherent to our management thinking and business planning processes. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. Our Audit and Risk Committee supports the Board in reviewing the eectiveness ofour internal controls, including nancial, operational and compliance, and risk management systems. For more on the activities and processes of this committee, see pages 104-113 5.Remuneration P. Remunerationpoliciesand practices Our proposed policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with best practice and the interests of our stakeholders. There are two key principles of our remuneration policy. One, the structure of remuneration packages and the design of performance-based schemes, should bealigned with stakeholders’ interests and support our business strategy and objectives. And two, the performance-based elementof remuneration should be appropriatelybalanced between the achievement of short-term objectives and longer-term objectives. Our current Remuneration Policy wasintroduced atthe 2020 AGM. This was designed to be appropriate for a newly listed company in the UK, while taking account ofour very specic circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange andoperating in14 countries inAfrica. Provision 41engagement withthe workforce During the year, the Remuneration Committee did not engage systematically with our people to explain how executive remuneration aligns with wider company pay policies. The committee has been tasked to identify and recommend to the Board a pathway to compliance which will be embedded andeective intime fornext year’s annual report disclosures. Q.Procedurefor developing remunerationpolicy The committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice and is aligned to our business strategy.In 2021/22,the committee decided to change the waythe policy is implemented in two areas: requiring one-third ofany bonus paid to executive directors to be deferred (rather than any bonus more than 100% of salary)and introducing atwo-year post-employment holding period. Both changes were made to take account of current best practice and aremore restrictive than required bythe approved policy. The committee also considered the policy in the light of the evolution of our strategy and changes to the executive membership of the Board. The committee has decided to put the policy to a shareholder vote at the AGM later this year (one year early) to formally incorporate the features introduced in the last two years and make further sensible adaptations toreect the appointment ofthe new CEO and the CFO. R.Exercisingindependentjudgement In the yearended 31 March 2022, Alvarez &Marsal provided remuneration advice and benchmarking data and Cliord Chance provided legal advice in relation to share plan matters and remunerationadvice to our Remuneration Committee. The committee uses its discretion, within the maximum policy limits, to consider the target bonus taking account of market development opportunities, specic events and evolving roles. While the committee has the discretion to change the metrics and weighting for the bonus plan from year to year, we normally consult with major shareholders before making anysignicant changes. See our remuneration report on pages 128-150 formore detail LR 9.8.6R Climate-related nancial disclosures Wehave made our rst climate-related nancial disclosures consistent with the TCFD recommendations incompliance with the requirements of LR9.8.6R. See page 54for our disclosures consistent with the fourthematic themes and 8of the 11 specic disclosure recommendations, aswell as an explanation of why we’re not disclosing our targets and metrics in this report and a description of our pathway and timeframe to full compliance. Governance report 122 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Directors’ report This section contains the remaining matters not covered elsewhere on which thedirectors are required toreport each year. #### Prot and dividends Statutory consolidated prot for Airtel Africa after tax for 2021/22was $755m(2020/21:$415m), and forthe company the lossafter tax for 2021/22 was$7m (2020/21: $6m). Details of ourdividend distribution during the yearare set out onpage 204– note 27.1to the consolidated nancialstatements. Subject tothe approval of ourshareholders, the directors have recommended anal dividend for thenancial year ended 31 March 2022 of3 cents per ordinaryshare, which will bepaid out of distributable reserves. You can ndmore about the dividend, including key dateson ourwebsite www.airtel.africa. On 27October 2021, the Board declared an interim dividend of 2cents per ordinary share. This was paid on10December 2021to shareholders who were on the UK and Nigerian share registers on 12 November 2021. #### Directors The names of ourcurrent directors, along with their biographical details, areset out onpages 90-93and are incorporated into this report byreference. Directors serving during the yearare listed on page 210. Details ofdirectors’ interests inour sharecapital arein our directors’ remuneration report on page 145. Our Articles ofAssociation govern the appointment, removal and replacement ofour directors andexplain the powers given to them. #### Avoiding conicts of interest The Board regularly reviews each director’s interests outside Airtel Africa andconsiders how the chair ensures he isapplying objective judgement inhis role, asrequired bythe UK Corporate Governance Code. To help directors avoid conicts (or possible conicts) of interest, the Board must rst giveclearance toany potential conicts, including directorships orother interests in outside companies and organisations. This isrecorded ina statutory register kept for this purpose. If adirector considers they are, ormight be, interested in anycontract or arrangement inwhich the company isor maybe involved, they must give notice tothe Board inline with the Companies Act 2006 and our Articles ofAssociation. In this instance, unless allowed bythe Articles, the director cannot take part inany discussions or decisions about the contract or arrangement. #### Articles of Association The Articles ofAssociation canbe amended in line with the Companies Act 2006 through a special shareholder resolution. The information below sets out the provisions inthe Articles of Association inplace atthe dateof this report. #### Share capital and control Wehave two classes ofshares: 1. Ordinary shares of$0.50 –each carries the right toone voteat our general meetings and other rights and obligations asset out below. 2. Deferred shares –these carry no voting rights. Details ofour share capital movement during the year areset out inthe consolidated statement ofchanges in equity on page 164. Other relevant information (required by Listing Rule 9.8.4 R)is incorporated byreference tothe directors’ report and appears in the Annual Report asfollows: Information Pages Details ofour long-term share plans 134 Details ofwhere ashareholder has agreed to waive future dividends The ongoing waiver of our EBTand dividends payable on shares held intrust for use under our employee share plans 124 Relationship Agreement 125 LR 9.8.6R Climate related fnancial disclosures 54 #### About this report The directors ofAirtel Africa presentthis report together with theaudited consolidated nancial statements fortheyearended31 March2022. This report hasbeen prepared inaccordance with the requirements outlined in the Large and Medium-sized Companies andGroups (Accounts and Reports) Regulations 2008 and forms part of ourmanagement report asrequired under Disclosure Guidance and Transparency Rule (DTR) 4. Certain information that fulls the requirements ofthe directors’ report can be found elsewhere inthis document and isreferred to below.This information isincorporated intothis directors’ report byreference. The directors’ report comprises pages 90-119 and128-150 of the governance report, and this reporton pages 123-127. Other relevant information which isincorporated byreference can be found in thestrategic report: • Financial performance on pages 74-79 • Business environment on page 20 • Outlook and nancial management strategies, including important events aecting the company since the yearend (with subsidiary undertakings included in consolidated statements) on pages 1-89 andin note36on page 224 • The principal risks and risk management framework on pages 80-86 • Our engagement with suppliers, customers and others on pages 26-30 123 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ report continued #### Rights of members There areno restrictions onthe size ofa holding, the exercise ofvoting rights, or the transfer ofshares. The directors are not awareof any agreements between shareholders that might restrict the transfer of shares or voting rights. Share plansandrights underthe #### employee share scheme Weoperate anEmployee Benet Trust (EBT) for some employee share plans. The trustee ofthe EBThas allrights attached to Airtel Africa shares unless specically restricted in the plan’sgoverning document. Under these plans, wecan satisfy entitlements by acquiring existing shares held in the EBT. The trustee purchases shares in the open market as required toenable usto deliver shares tosatisfy awards that vest. The trustee does not register votesin respect ofthese shares at ourAGMs and haswaived the right toreceive anydividends. At 31March 2022, the EBT held 4,932,206 ordinary Airtel Africa shares. During the year, the EBTtransferred 2,509,155 shares to satisfy the vesting ofawards under ourshare-based incentive plans. #### Purchase of own shares The articles donot prevent Airtel Africa from purchasing its own shares. No one person hasany rights of control overour sharecapital and all issued shares arefully paid. #### Major shareholders Major shareholders havethe same voting rights asother shareholders. Wepublish information given tous by substantial shareholders through the regulatory information service and onour website www.airtel.africa, in line with the FCA’s Disclosure Guidance and Transparency Rules. At 31March 2022, we hadbeen notied, inkeeping with Rule 5, ofthe following holdings ofordinaryshare voting rights 2 : Shareholder Number of voting rights% ofcapital 1 Airtel AfricaMauritiusLimited 2,105,108,805 56.01 Indian Continent Investment Limited 292,424,330 7.78 Singapore Telecom International Pte Ltd 148,093,705 3.94 Warburg PincusLLC 145,212,068 3.86 Qatar Holding LLC 134,726,964 3.58 Bharti Global Limited 127,147,531 3.38 1% interest in voting rights attaching toissued shares 2The company has not received any notications in accordance with DTR5 from 1April 2022to the date ofthis Annual Report #### Signicant agreements #### (changeofcontrol) Airtel Africa’sborrowing andbank facilities contain the usualprovisions which could potentially leadto prepayment and cancellation bythe other party ifthere’s achange of company control. There are noother signicant contracts oragreements that would take eect, change or come toan end on achange ofcontrol following atakeover bid. All our share plans contain provisions fora change ofcontrol assummarised in the directors’ remuneration report on pages 128-150. Wedo not haveagreements with anydirector oremployee that wouldcompensate for loss ofoce or employment resulting from atakeover bid. #### Airtel Mobile Commerce BV (AMC BV) AMC BV, a wholly owned subsidiaryof Airtel Africa, iscurrently the holding company forseveral ofAirtel Africa’smobile money operations; and isintended toown and operate the mobile money businesses across allof Airtel Africa’s14 operating countries once the inclusion of the remaining mobile money operations under AMC BVis completed. Airtel Africa plc hassold minority equity stakes in AMC BVto four investors. Airtel Africa aimsto explore the potential listing ofthe mobile money business within fouryears. Under the terms ofthe transaction with the four minority stakeholders, andin very limited circumstances (inthe event that there is noInitial Public Oering ofshares inAMC BV within four years ofrst close, orin the eventof changes of control without prior approval),the minority investors would have the option, soas to provide liquidity tothem, tosell its shares in AMC BVto Airtel Africa or its aliates atfair market value (determined bya mutually agreed merchant bank using anagreed internationally accepted valuation methodology –capped at 2xinitial value). The option issubject toa minimum price equal tothe consideration paid bythe investor forits investment (less the value ofall distributions and anyproceeds of sale of its shares, andwith notime value ofmoney or minimum built in) and a maximum number ofshares inAMC BV. Ownership ofAirtelMobile Commerce BV Airtel Africa plc (UnitedKingdom) Airtel Mobile Commerce B.V. (The Netherlands) Mastercard Asia/ Pacic PTE LTD Qatar Holding LLC The Rise Fund II Aurora, SARL Chimetec Holdings LLC This represents desired shareholding structure on the basis that all restructuring is completed successfully bynal closing date. However actual shareholding may dier on account ofclosing adjustments and completion of ongoing restructuring activities Bharti Airtel International (Netherlands) B.V. (The Netherlands) Governance report 124 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Relationship agreement In accordance with the Listing Rules, Airtel Africa entered into a relationship agreement with Bharti Airtel, Airtel Africa Mauritius Limited (AAML),our majority shareholder and anindirect subsidiary of Bharti Airtel, andBharti Telecom on 17June 2019. This agreement regulates the ongoing relationship and ensures that transactions and arrangements between parties are conducted atarm’slength and on normal commercial terms. It also contains the independence undertakings and provisions required bythe Listing Rules. During the nancial year, Airtel Africa hascomplied with the terms andprovisions of the relationship agreement. Boardand meeting participation As long asBharti Airtel and/orAAML area controlling shareholder, Board meetings and certain committee meetings must include a non-executive director nominated byBharti and/or AAML (subject to certain exemptions) to bevalid (quorate).Each Board and committee meeting must include three directors including two independent directors tobe valid. As long asBharti Airtel and/orAAML and their associates hold (directly or indirectly)ordinary shares in Airtel Africa, they are entitled to appoint non-executive directors tothe Board as follows: • One non-executive director for 10% or more interest inthe ordinary shares • Two non-executive directors for15%or more interest inthe ordinary shares For every 10% ormore interest (directly or indirectly) in the ordinary shares above 15% in aggregate, Bharti Airtel and/orAAML can nominate one additional non-executive director tothe Board, up toa maximum offour directors. Independent non-executive directors must form the majority of the Board. Similarly,as long as Bharti Airtel and/orAAML and Bharti Telecom and their associates havea 10% or more interest inAirtel Africa ordinary shares, each can appoint oneobserver (who must be adirector)to attend meetings ofthe Audit andRisk Committee and Remuneration Committee. This observer can attend and speak at meetings but does not count towards quorum orhave aright tovote. As such, Akhil Gupta attends the Audit and Risk Committee meetings, andShravin Bharti Mittal attends the Remuneration Committee meetings. Other provisions The agreement provides thatAirtel Africa will notmake anymarket purchases that would cause Bharti or Bharti Telecom tohave to make amandatory oer under rule 9of the Takeover Code, unless Airtel Africa hasthe necessaryconsents and waivers toprevent a mandatory oer obligation. Amendments can only bemade tothis relationship agreement in writing andwith the recommendation ofa majority ofthe independent directors. The relationship agreement will come to anend upon the earlier of: • Ordinaryshares ofAirtel Africa nolonger being listed on the premium listing segment andtraded on the London Stock Exchange (LSE) • Bharti Airtel, AAML and Bharti Telecom, together with their associates, ceasing tobe interested (directly or indirectly in aggregate) inat least 10% ofissued ordinary shares The relationship agreement will terminate upon the shares ceasing to be listed onthe LSE’s mainmarket or the principal shareholders and their associates ceasing tohold atleast 10% of theissued shares. Webelieve thatthe terms of thisrelationship agreement enable Airtel Africa tocarry out its business independently of Bharti Airtel, AAML and Bharti Telecom. Servicesagreement Bharti Airtel provides services toAirtel Africa and its subsidiaries including Bharti Airtel International (Netherlands) B.V. (BAIN) under aservicesagreement. Provisionofinformation To provide services to Airtel Africa under the services agreement, Bharti Airtel will haveaccess toinformation related tothe Airtel Africa Group which may include sensitive orcondential information. Bharti Airtel will ensure its aliates comply with the terms ofthe information ow protocol tothe extent that itis legally able to doso. Airtel Africa will provide Bharti Airtel with service-related information necessary for it toprovide services under the agreement. #### Future developments The strategic report contains details oflikely future developments within Airtel Africa. Airtel Money Investmentsat aglance 1st Investment Agreement signed with The Rise Fund II Aurora SARL on 17 March 2021 ($200m) 2ndInvestment Agreement signed with Mastercard Asia/Pacic Pte Ltd on 31March 2021 ($100m) 3rd Investment Agreement signed with Qatar Holdings LLC on 30July 2021 ($200m) 4th Invesment Agreement signed with Chimetec Holdings LLC on 15December 2021 ($50m) 1stCompletion conditions precedent meton 30 July 2021 1stCompletion conditions precedent meton 30 July 2021 1stCompletion conditions precedent meton 19August 2021 2ndCompletion conditions precedent met in November, 2021 12345 125 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ report continued #### Group policy compliance Each Group policy isowned bya member ofthe Executive Committee to ensure clear accountability and the authority to makesure the associated business risk isadequately managed. The senior leadership team member responsible for each Group function hasprimary accountability forensuring compliance with all Group policies by allour markets and entities. Our Group compliance teamsupports the policy owners and local markets in implementing policies and monitoring compliance. All ofthe keyGroup policies havebeen consolidated into our Code ofConduct which applies toall employees and those who work foror onbehalf ofAirtel Africa. It sets out the standards of behaviour expected in relation to areassuch asinsider dealing, bribery, and raising concerns through our whistleblowing process. #### Directors’ indemnities Wehave agreed toindemnifydirectors forcertain losses andliabilities in connection with their duties, powers and oce. Qualifying third- party indemnity provisions (as dened by section 234of the Companies Act 2006) werein force during the nancial year ended 31March 2022. Wealso hold liability insurance covering our directors for anylegal action against them. Wetook legal advice on this subject. #### Branch and representative oces Airtel Africa Services (UK) Limited has anoce in Dubai, UAE. We were issued acommercial licence inDubai on30 September 2021 with number 99099. Bharti Airtel International (Netherlands)B.V. hasa branch oce in Nairobi, Kenya. Itwas issued acerticate of compliance on 7October 2010with number CF/2010/33117. #### Anti-bribery and anti-corruption In line with the Bribery Act 2010, wehave written policies on avoiding and not tolerating bribery or corruption. These apply across all our businesses and can be found onour website. All employees are trained in anti-bribery and anti-corruption tohelp mitigate the risk of reputational damage, nancial penalties and possible exclusion from certain approved partnerships. #### Political donations In line with our policy,we have notmade anydonations topolitical parties during the year. At ournext AGM, our directors will beasking for the authority to make political donations ofno more than £25,000 intotal. This isto strengthen our corporate governance bymaking sure thatneither Airtel Africa nor oursubsidiaries inadvertently breach the wide denitions inPart 14 ofthe Companies Act. #### Employing people with disabilities It isour policy that people with disabilities should befairly considered for anyjob vacancy. Weare committed, wherever possible, tomaking sure people with disabilities are supported and encouraged toapply for employment and able towork successfully at Airtel Africa. Importanteventssincethe endofthe #### nancial year Details ofimportant events aecting the Group which haveoccurred since the endof the nancial year areset out inthe strategic report and note 36 tothe consolidated nancial statements on page 224. Our auditor Deloitte LLP have conrmed their willingness to continue asour auditor. Following our Audit and RiskCommittee’s review oftheir eectiveness (described on page 112), wewill propose at ourAGM that we reappoint Deloitte. Our policy is thatour auditor will notcarry out non-audit services, except where appropriate and inline with our policy for doing such work. Our Audit andRisk Committee also considers the ethical and auditing professional standards related to non-audit services byour external auditor.Deloitte provided limited non-audit services during the year inline with ourpolicy asdescribed in the Audit and Risk Committee report – see page 113. As at the dateof this report, sofar aseach director is aware, there is no relevant audit information of which our auditor is unaware. Each director conrmsthat they’ve taken all appropriate steps tomake themselves awareof relevant audit information and tomake sure our auditor isaware ofthat information. This conrmation isgiven and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. #### Audit and Risk Committee #### recommendations and statements #### ofcompliance The committee hascompleted its review ofthe eectiveness of internal controls, including risk management, during the year andup to the date ofthis Annual Report. The review covered all material controls including nancial, operating and compliance. As such, we can provide assurance to the Board under the 2018UK Corporate Governance Code. This iscovered inmore detail inthe Audit and Risk Committee report –see pages 104-113. Airtel Africa hascomplied throughout the reporting period with the provisions ofthe Statutory Audit Services forLarge Companies Market Investigation (Mandatory Use ofCompetitive Tender Processes and Audit Committee Responsibilities) order 2014. #### Annual general meeting (AGM) Our AGM will be live-streamed on Tuesday 28 June 2022 at 11amBST from 53/54 Grosvenor Street, London W1K3HU. Details ofthe business tobe transacted atthe AGM areincluded in our 2022 notice of the AGM available on ourwebsite: www.airtel.africa. In line with recent practice and good governance, we’llconduct all voting onresolutions atthis year’s AGM by poll. The Board believes that this wayof voting gives asmany shareholders as possible the opportunity tohave their votescounted. The directors’ report hasbeen approved bythe Board andis signed on its behalf by: Simon O’Hara Group company secretary 10 May 2022 Governance report 126 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Directors’ responsibilities statement The directors are responsible for preparing theAnnual Report and the nancial statements inaccordance with applicable law and regulations. Company law requires the directors toprepare nancial statements for each nancial year. Under that law, the directors are required to prepare our nancial statements inaccordance with UK adopted international accounting standards in line with the requirements of the Companies Act 2006. Wehave elected toprepare the company’s nancial statements in accordance with UK Generally Accepted Accounting Practice (GAAP),including FRS 101Reduced Disclosure Framework. Under company law, the directors must not approve the accounts unless satised that they give atrue andfair view of the state of aairs of ourcompany andof ourprot orloss for that period. In preparing our company’s nancial statements, the directors are required to: • Select suitable accounting policies and then apply them consistently • Makejudgements and accounting estimates that arereasonable and prudent • State whether applicable UKAccounting Standards have been followed, subject toany material departures disclosed and explained in the nancial statements • Prepare the nancial statements on the going concern basis unless itis inappropriate to presume that Airtel Africa will continue in business In preparing the Group nancial statements, International Accounting Standard 1requires thatdirectors: • Properly select and apply accounting policies • Present information, including accounting policies, in amanner that provides relevant, reliable, comparable and understandable information • Provide additional disclosures when the specic requirements in IFRSs areinsucient toenable users tounderstand the impact of particular transactions, other events and conditions on our nancial position andnancial performance • Makean assessment ofour ability tocontinue asa going concern The directors are responsible for keeping adequate accounting records that show andexplain the company’s transactions and disclose with reasonable accuracy atany time our nancial position and enable them toensure that the nancial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets ofthe company and fortaking reasonable steps toprevent and detect fraud andother irregularities. The directors are responsible for the maintenance andintegrity of the corporate and nancial information included on our website. UK legislation governing the preparation and dissemination of nancial statements may dier from legislation inother jurisdictions. #### Responsibility statement Weconrm that tothe best ofour knowledge: • The nancial statements, prepared inaccordance with the relevant nancial reporting framework, givea true and fair view ofthe assets, liabilities, nancial position and prot or loss of the company and the undertakings included in the consolidation taken asa whole. • The strategic report includes afair review ofthe development and performance of the business and the position ofthe company and the undertakings included in the consolidation taken as awhole, together with a description ofthe principal risks and uncertainties that they face. • The Annual Report and nancial statements, taken asa whole, are fair, balanced and understandable and provide the information necessaryfor shareholders toassess the company’sposition and performance, business model and strategy. This responsibility statement was approved bythe Board of directors on 10 May 2022 and issigned on its behalf by: Olusegun Ogunsanya Chief executive ocer 10 May 2022 127 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report #### Chair’s introduction I’m pleased to present the Remuneration Committee’s report for 2021/22. Board changes During the year there were a number of changes to the Board, with Raghunath Mandava retiring on 30 September 2021. Segun Ogunsanya was appointed as CEO from 1 October 2021. Jaideep Paul, our CFO, joined the Board on 1 June 2021. On appointment, Segun Ogunsanya’s base salary was set at $915,000. In setting this salary, our committee took account of Raghu’s salary. This was not increased in 2021/22 in light of his decision to retire, whereas employees’ salaries increased by 6% on average. Therefore, Segun’s starting salary of $915,000 would have been lower than our outgoing CEO’s if this had been increased in line with other employees in 2021/22. Segun receives a standard package of benets inline with his expatriate status and location inDubai. He also participates in a legacy pension scheme to which the company contributes 10% of his salary, in line with statutory requirements in his home country of Nigeria and arrangements for our employees there. His target annual bonus for 2021/22was setat 75% ofsalary (maximum 150% ofsalary), with one-third tobe deferred into Airtel Africa sharesfor two years. Segun’s LTIP awards for2021/22and 2022/23 comprise a PSP grant of 90% of salary and RSU grant of 40% of salary. Jaideep’s salary wasset at$583,000, with benets inline with his expatriate status and location in Dubai. Histarget annual bonus for 2021/22 wasset at70% ofsalary (maximum 140% ofsalary), with one-third tobe deferred intoAirtel Africa shares fortwo years. His LTIP awards for 2021/22and 2022/23comprise aPSP grant of75%of salaryand RSU grant of35% ofsalary.Leaver terms for Raghu are set out below. Performance outcomesfor the year To recap on the performance as described in the strategic report, this year Airtel Africa delivered astrong performance, with double-digit revenue andunderlying EBITDAgrowth anda record free cash ow delivery.Total shareholder return was81.5%which ranked Airtel Africa atnumber 3in the MSCI Emerging Markets Communication Service Index. The pandemic has highlighted the importance of the service we provide. Maintaining resilient networks in all the countries we operate in provided the platform for signicant partnerships inassisting governments with delivery of emergency funds and support packages and the communication of comprehensive Covid-19health messages. It also provided the platform that enabled key commercial partnerships to supportnancial inclusion andfor education partnerships to provide free data and internet connectivity to those most in need. Most noteworthy isthe ve-year partnership with UNICEF to help accelerate the rollout ofdigital learning across 13 African countries. This report sets out the remuneration policy for our directors, what they’ve been paid in the year and how this is linked to the performance achieved. There are three sections to the report: Part 1 An introduction from the committee chair – this explains our approach to remuneration, summarises the key decisions made by the committee during the year (also part of the annual remuneration report), and gives an overview of our 2022/23 approach and policy. Part 2 The directors’ remuneration policy – this sets out the proposed remuneration policy for our CEO, CFO, chair andnon-executive directors, which will be put to a binding shareholder vote at the forthcoming AGM. Part 3 Our annual report on remuneration – this sets out in detail how we applied our current remuneration policy in 2021/22, the remuneration received by directors for the year and how the proposed policy will be applied in 2022/23. This report will be put to an advisory shareholder vote at the AGM. All amounts in this report are inUS dollars ($),unlessstated otherwise. Doug Baillie Chair, Remuneration Committee Governance report 128 Airtel Africa plc Annual Report and Accounts 2022 ![]() Annual bonuses for 2021/22were based on ascorecard ofmeasures: net revenue (35%), underlying EBITDA (35%),operating free cash ow (10%)and personal objectives (20%). Given the Group’s strong performance with 24.1% growth in net revenue, 31.2% growth in EBITDAand 44.4%growth in operating free cash ow,the stretch targets forall ofthe nancial objectives were exceeded. Each ofour three executive directors inthe yearalso had role-specic personal objectives forthe year –see page 140 for details. As a result, bonuses of 150% and 140% of salary were awarded to our new CEO and our CFO respectively, and our outgoing CEO received a bonus of 150% of his pro-rated salary.One-third ofthe bonuses forSegun andJaideep will be deferred into shares for two years, but Raghu’s bonus will be paid in cash in line with his leaver arrangements. The overall level of bonuses should be seen in the light of the business continuing to operate normally with full employment, no government support funding and a proposed dividend in line with current policy for our shareholders. Our CFO was granted an award onIPO, with the nal tranche subject to performance measured to the end of 31 March 2022, vesting at 100%. See page 142 for details. Leaver terms for the former CEO In considering Raghu’s leaver terms, our committee noted that he oversaw anextraordinarily successful period for Airtel Africa. During his leadership, Airtel Africa experienced sustained performance in becoming the fastest growing andmost protable telecoms operator inAfrica. We took this into account in determining how to apply the policy and treat his inight share awards ondeparture. Wealso considered that over 75% of the shares under award werenot subject toleveraged performance conditions on vesting, that the majority were granted in connection with the IPO, and that in view of his planned retirement no long-term incentive awards were made in2021.Wetherefore exercised discretion under the policy todetermine that hisshare awards should vest atthe time ofhis departure, with LTIPs subject to pro-rating for time and based on ourcommittee’s assessment of performance against the performance conditions based on our auditor reviewed half-year accounts and relative TSR measured to 30 September 2021. Wenote that the outcome ofthe 2019nancial metrics aligns with the nal outcomes which havebeen assessed for the CFO in the normal timeframe, but that the outcome of the relative TSR measure was vesting at 50% as compared to the current estimated vesting of this element of 100%. None of the shares vesting on Raghu’s departure may be sold for two years (other than to settle anytax due), and during thistime they remain subject to malus and clawback. As a good leaver, Raghu wasalso eligible toreceive a bonus forthe period worked in the year, with this assessment made at the end of the year. More information about these awards and other terms, which are in accordance with the policy, is on page 124. Considering formulaic outcomes Our committee reviewed the formulaic outcomes against the bonus and LTIP targets anddecided thatthese were afair reection ofthe overall performance achieved forshareholders. We conrm thatin assessing performance against the targets, no discretion was applied to the outcome and that the policy operated as intended. The only discretion exercised in the yearwas inrelation tothe treatment of the outgoing CEO’s share awards on leaving the company, as described above. #### Remuneration policy changes The current remuneration policy received 93.55% votes in favour at our 2020 AGM. Our committee designed this policy tobe appropriate for a newly listed company in the UK while taking account of our very specic circumstances, given we arelisted onthe London Stock Exchange (with asecondarylisting on the Nigerian Stock Exchange) and operate in14 countries in Africa. We regularly review the policy to ensure it operates as intended and continues to be in line with best practice and our business strategy. In 2021, we decided to change the way in which the current policy is implemented in two specic areas: requiring one-third ofany bonus paid to executive directors to bedeferred (rather than only any bonus inexcess of 100% ofsalary),and introducing atwo-year post-employment holding period. Both ofthese changes weremade to take account of current best practice and were more restrictive than required by the current approved policy. During this nancial year, wefurther considered thepolicy inlight of Airtel Africa’s evolving strategy and changes tothe Board. Our committee has decided to put the policy changes to a shareholder vote atthe AGM thisyear, in order toformally incorporate the best practice features introduced in the last two years and make a few more sensible policy changes toreect the appointment ofa new CEO and our CFO joining the Board. The following changes are proposed: 1. Bonus deferral: updating the policy to require one-third of any bonus to be deferred into shares for two years. This already applies to the CFO and new CEO. 2. Benets and pension: making specic provision forthe CEO’s legacy pension arrangement, which is 10% of salary in line with statutory requirements for employees in his home country of Nigeria. In line with the approach for the previous CEO, the CFO does not receive a pension. 3. Share ownership requirements: setting the CFO’s share ownership requirement at 200% of salary. The current policy requires executive directors tobuild up andretain shares worth 250% of salary. This was set when the previous CEO was the only executive member of the Board and itwas notenvisaged thatother executives might beappointed to the Board during the life ofthe policy. Following the appointment of the CFO to the Board and recognising that hereceives alower LTI award than the CEO, we propose to amend the policy so that his share ownership requirement is set at 200% of salary. The CEO‘s requirement would remain at 250% of salary.The policy will also beupdated toreect the post-employment shareholding requirement introduced last year. This species that executive directors must hold shares for two years after leaving equal in value to the lower of their holding on date of leaving or 50% of their requirement in employment. We judge this asappropriate given the markets inwhich our executives are based and recruited from, where share ownership requirements are typically not operated. Consistent with our approach of regularly reviewing the policy to ensure it remains appropriate, the committee has carefully considered the other elements ofthe policy. Webelieve theseremain appropriate given Airtel Africa’sunique circumstances and aretherefore not proposing any other material changes to the policy or its operation. 129 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued In particular, wereviewed the use ofa mix ofrestricted and performance shares in Airtel Africa’s long-term incentive plans inthe light of feedback received from some investors andproxies when the policy was rst introduced. Attracting andretaining the right talent in the countries where weoperate isa signicant challenge andwe believe the current approach ofgranting amix ofperformance shares with demanding performance conditions and restricted shares with a nancial underpin remainsappropriate and critical toour talent agenda. Wealso notethat the annual award levels arenot excessive, with grants tothe executive directors todate lower than the normal maximum award level provided forin the policy. Board chair fee During the year, our committee reviewed the Board chair’s fee. This was set at the point of our IPO in line with the base directors’ fee, with a non-cash benet ofa car plus driver when inthe UK. Weconsidered it timely to review these arrangements with a view to moving to a more market-aligned feestructure forthe role. As aresult, weconsolidated the Board chair’scar and driver benet into the fee andincreased the fee to£300,000 per yeareective from 1November 2021. This also reects the time commitment and responsibilities ofthe role, aswell as competitive fee levels for chairs of comparable organisations. Going forward the chair will reimburse the company the actual cost of acompany-provided company car out ofhis fee. Applying the proposed policy in 2022/23 Salaries for the CEO and the CFO will be increased by 5% which compares toa planned workforce increase ofslightly above 7%. Maximum bonus opportunity iscapped at 200% ofbase salary under the proposed policy.The 2022/23 target bonus will be set at75% of base salaryfor the CEO and70% ofsalary for the CFO, with maximum bonuses of 150% and 140% of salary respectively. In line with the proposed policy, one third of any bonus will be deferred into shares for two years. It is intended that metrics and weightings remain unchanged from last year, with 80% based onnancial metrics (net revenue, underlying EBITDA and operating free cash ow) and 20% non-nancial. Within the Non-Financial targets an ESG target hasbeen included forthe rst time, which islinked tothe Company’sStrategy and sustainability roadmap which was published in November 2021. LTIP grants will consist ofperformance shares (with a maximum face value of 90% ofsalary for the CEO and 75%of salary forthe CFO), and restricted stock units (with a face value of 40% of salary for the CEO and 35% ofsalary for the CFO). Webelieve that a signicant proportion of pay should be tied to performance. We’ll continue to set robust and challenging performance targets for both the bonus and the performance shares component ofthe LTIP, with vesting of restricted stock units dependent on the satisfaction ofa nancial underpin. As in 2021/22,three performance conditions will apply to the performance shares: relative TSR (20%), underlying EBITDA (40%)and revenue (40%), with each measured over three years. The underlying EBITDA andrevenue targets will notbe disclosed at grant as they are currently considered to be commercially sensitive. They will be disclosed when this changes – no later than the report for the year in which the awards vest. The underpin applying to the grant of restricted stock units will require a positive operating free cash ow over the three nancial years ending the year before the units vest. Conclusion This past yearhas demonstrated the true resilience of allof Airtel Africa’semployees. Not only has they delivered an exceptionally strong nancial performance but in doing sotruly lived the company’s purpose of delivering vital services and helping transform the lives of its stakeholders. I would like to thank my fellow committee members for their continued diligence and dedication. We look forward to seeing your support for the directors’ remuneration report at this year’sAGM and, more importantly, seeing the continued benets ofour work toall our stakeholders over the coming years. I will beattending the 2022 AGMand look forward toengaging with shareholders at the meeting. In the meantime, if you’d like to discuss any aspects of this report please contact me through our company secretary,Simon O’Hara (see page 240 forcontact details). Doug Baillie Chair, Remuneration Committee 10 May 2022 Governance report 130 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Remuneration Committee • Advises the Board on remuneration for Board members, executive directors, the company secretary, the Executive Committee and other senioremployees • Makes sure that remuneration arrangements identify and mitigate reputational andother risks from excessive rewards and inappropriate behaviour linked to target-based incentive plans • Ensures targets are appropriate, geared to delivering our strategy and enhancing shareholder value • Makes surerewards for achieving orexceeding agreed targets are not excessive • Promotes the increasing alignment ofexecutive, employee and shareholder interests through appropriate share plan participation and executive shareholdingguidelines • Reviews employee remuneration and policies and the alignment of incentives with culture, particularly when setting the executive directors’ remuneration policy • Through the committee chair, engages with shareholders on remuneration-relatedmatters Main activities in 2021/22 During the nancial year, the committee: • Agreed annual salary increases and reviewed senior executive remuneration • Implemented and made awards under our share plans • Determined the level of bonus payments for the previous nancial year • Determined the leaving arrangements for the former CEO based on a performance assessment • Set the starting salaries and levels of remuneration for the new CEO and CFO • Drafted and agreed the directors’ remuneration report • Received training inkey areasof the UK Corporate Governance Code and The Investment Association’sguidance • Received regular updates on latest investor thinking and emerging and future remuneration trends, including the expected impact of ESG trends onremuneration Shareholder consultation We consulted with major shareholders and leading representative bodies on: • Raghu Mandava’s leaver terms and the packages for the new CEO and CFO • Changes to the remuneration policy which will be put to a binding vote atthe forthcoming AGM The Committee welcomes feedback from shareholders and carefully considered this in determining the remuneration policy. The majority of shareholders who expressed aview on the proposed policy changes were broadly supportive. The feedback we received helped to shape ournal proposals. Engaging with employees The reports on pages 26 and 116explains our work on diversity and the various ways in which management engaged with employees during the year. While our committee doesn’t directly consult employees onexecutive remuneration, inour regular town halls a wide range of topics were discussed with our CEO, including employee remuneration. Fromnext year, anon-executive director will be invited to join these meetings. 131 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued #### FY21/22 peformance #### Annual bonus outcomes #### Link between remuneration and business strategy – metrics for 2022/23 #### Long-term incentive plan #### Single gure of remuneration Summary of remuneration Net revenue +24.1% $4,042m Underlying EBITDA +31.2% $2,293m Operating free cash ow +44.4% $1,637m Bonus outcomes as % of maximum Segun Ogunsaya Jaideep Paul 100%100% Segun Ogunsaya $1,404 Jaideep Paul $1,589 All amounts are in $million WeightingThresholdTarget Maximum Outcome Net revenue 35% 3,823 3,9213,921 35% Underlying EBITDA 35% 2,121 2,187 2,258 35% Operating free cash ow 10% 1,421 1,487 1,558 35% Non-nancials CEO Details on page 140 20%20% Non-nancials CFO Details on page 140 20%20% Both our new CEO and CFO joined the Board during the year, with a legacy award vesting to the CFO. See pages 142and 143 fordetails oftheir legacy LTIP awards and arrangements for the retiring CEO. Reects the period from joining the Board Annual bonus Measure Weighting Why chosen Net revenue 35% Key indicator of our growth, market penetration and customer retention UnderlyingEBITDA 35% Measure of ourprotability and cash-generating ability from year to year Operating free cash ow 10% Measure ofthe underlying protability from our operations, as well as our ability to service debt and other capital commitments Non-nancials 20% Indicator of the performance of the organisation inkey non-nancial areas. For 2022, the non-nancial measures relate to ESGand regulatory objectives Long-term incentive plan Measure Weighting Why chosen TSR, relative to a peer group of competitors 1 20% Measures the total returns to our shareholders, providingclose alignment with shareholders interest Net revenue 40% A key indicator oflong-term growth in the market, highlighting the importance of sustained performance UnderlyingEBITDA 40% Measure ofthe underlying protability from our operations, as well as our ability to service debt and other capital commitments, highlighting the importance of sustained performance Operating free cash ow RSU underpin Measure ofthe underlying protability from our operations, as well as our ability to service debt and other capital commitments 1For grants in 2022, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication Services Index constituents). Governance report 132 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Proposed remuneration structure for 2022/23 Component Purpose and link tostrategy 22/23 23/2424/25 25/26 26/27 27/28 Proposed policy changes Proposed implementation for 2022 Base salary Benets (including pension) Annual bonus Long-term incentive plan – PSUs Long-term incentive plan – RSUs Shareholding requirement To recruit and reward executive directors ofa suitable calibre for the role To provide market competitive benets To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares To incentivise and reward the delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares To further align the interests of executive directors with those ofshareholders No change Minor updates to reect CEO pension Deferral ofrd of any bonus No change CFO – 200% of salary (CEO remains unchanged) Post-cessation shareholding requirements formalised CEO: $960,750 CFO: $612,150 Benets inline with policy CEO: 140% ofsalary maximum CFO: 150% ofsalary maximum: Metrics 1 : Net revenue, underlying EBITDA, Operating free cash ow,non-nancial rd deferred CEO grant: 90% of salary in PSP and 40% of salary in RSUs CFO grant: 75%of salary in PSP and 35% of salary in RSUs Metrics: TSR relative to a peer group of competitors, Net Revenue, underlying EBITDA RSU underpin: Operating free cash ow CEO: 250% ofsalary CFO: 200% ofsalary 1The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2022/23 directors’ remuneration report Deferral period Holding period Summary of remuneration 133 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued #### Directors’ remuneration policy This sets out the proposed policy which will be submitted for approval in abinding voteat the 2022 AGM tobe held on Tuesday 28June 2022. The policy approved atthe 2020AGM can befound on our website:www.airtel.africa. We developed the proposed policy taking into account the principles of the UKCorporate Governance Code andthe views ofour major shareholders. The policy is intended to attract, motivate and retain high-calibre directors, topromote the long-term success of Airtel Africa, and tobe inline with good practice andthe interests ofour shareholders. The proposed policy diers from the current shareholder approved policy in the following keyareas: • The annual bonus deferral mechanism has been strengthened so that one-third of anybonus must be deferred in shares(in line with currentpractice). • The benets wording is updated tomake specic provisions for the legacy pension arrangement of the CEO, which is 10% of salary in line with statutory requirements for employees in his home country ofNigeria. • Following the appointment of the CFO to the Board and recognising that he receives alower LTI awardthan the CEO, his share ownership requirement is set at 200% of his salary. • The wording of the policy now reects the post-cessation shareholding requirement introduced last year. There are other minor wording changes to make sure the policy is clear and easily understood. Key principles of our remuneration policy Our committee took into account the UK Corporate Governance Code’ssix factors in Provision 40 indetermining the proposed remuneration policy.We believe the policy addresses these factors: • Clarity: the structure of remuneration is designed to support our company strategy, aligning the interests ofour executive directors with those ofour shareholders. • Simplicity: We operate a simple remuneration framework, comprising xed pay, short- andlong-term incentives. The useof both performance andrestricted shares mayadd alittle complexity, but this is appropriate and critical to our talent agenda for the markets in which we operate. • Proportionality: remuneration is set at competitive levels to ensure our ability to attract and retain premium talent. There is a direct link between the success of the strategy and the value received by executive directors. • Alignment to culture: theremuneration approach supports our strategy objectives and reects the diversity ofour business. The structure ofthe package, and benets inparticular, reects local practices and employment conditions in the countries in which executive directors arebased and/orrecruited from. • Predictability: asignicant proportion of executive directors’ remuneration should beperformance-based. The policy sets out the possible future value ofremuneration executive directors can receive. • Risk: The package isappropriately balanced between the achievement ofshort-term and longer-term objectives anddoes not reward poor performance or encourage inappropriate risk-taking. Part 2 Executive directors’ remuneration policy table Purpose and link tostrategyHow we assess performance Maximumopportunity Base salary To recruit and reward executive directors of a suitable calibre for the role and duties required Normally reviewed annually by committee, taking account of company and individual performance, changes in responsibility and levels of increase for the broader employee population. Reference is also made to market levels in companies of similar size andcomplexity. We consider the impact of any base salary increase on the total remunerationpackage. Salaries (and other elements ofthe remuneration package) may bepaid in dierent currencies asappropriate toreect the geographic location. There is no prescribed maximum salary or annual increase. However, increases will generally be guided by increases forthe broader employeepopulation. Increases above this level may bemade in specic situations to recognise developmentin the role, changes responsibility, material changes to the business orexceptional company performance. Benets and pension To provides market competitive benets Benets forexecutive directors will typically reect their country of residence. Where anexecutive director receives an expatriate package, additional cash benets maybe provided. Expatriate benets may include housing allowance, education allowance and home leave tickets. Car allowances, life and medical insurance may also be provided. Statutory benets asrequired under local lawof the host country will also be paid. Pensions may be provided where this is in line with the workforce provision and statutoryrequirements in the executive’shome location. Wemay also equalise fordouble taxation between the required work location and the executive’s country of residence, if required. Maximum values are determined byreference to market practice, avoiding paying more than is necessary. Where pension isoered, this will be in line with statutory requirements in the executive’shome location and in line with the wider workforce for that location. Governance report 134 Airtel Africa plc Annual Report and Accounts 2022 ![]() Purpose and link tostrategyHow we assess performance Maximumopportunity Bonus plan To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares Awards arebased onannual performance against ascorecard of metrics aligned with our strategy, KPIs and other yearly goals. Financial measures have the highest weighting. Performance against strategic nancial and non-nancial objectives mayalso be used, but will not normally account for more than 20% of the total. The policy gives the committee the authority to select suitable performance metrics aligned to our strategy and shareholders’ interests, and to assess the performance outcome. One-third ofany bonus is normally delivered in sharesdeferred for a further two years. Anydividend equivalents accruing on shares between the date when the awards were granted and when the awards vest will normally be delivered in shares. Malus and clawback provisions apply toboth the cash and share- based element of awards for a period of two years from the date of payment (cash)or dateof release (shares)if there is: • Misstatementof company’s accounts • An error incalculation performance • Gross misconduct resulting in dismissal • Material failure in risk management • Reputational damage • Material downturn in nancial performance • Any other event orevents that the committee considers tobe both exceptional andsuciently adverse to the interests of the company The maximum annual bonus is 200% of base salary. The committee will use its discretion within these limits to consider the maximum bonus opportunity each year, taking account of market development opportunities,specic events androleexpansion. For 2022/23, the CEO’s maximum bonus opportunity will be set at 150% of his base salary and the CFO’s will be 140% of his base salary. Threshold performance results in a payment of 30% of maximum. Dividend ordividend equivalents may be earned onthe deferred bonus component. Long-term incentive plan (LTIP) To incentivise and rewardthe delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares Awards maycomprise performance shares (PSP)and/orrestricted stock units (RSUs). Individuals are considered each year foran award ofshares that normally vest after three years tothe extent that any performance conditions are met and in line with the terms of the shareholder-approved plan. PSP awards are made subject to continued employment and the satisfaction of stretching performance conditionsnormally measured over three years set by the committee before each grant. The committee will have discretion to change the metrics and weighting from year to year. Major shareholders will normally be consulted before anysignicant changes. Awards ofRSUs depend oncontinued employment and anancial underpin setby the committee before each grant. Awardsgranted in 2022will require positive operating free cash ow over three nancial years. The LTIP vesting outcome can bereduced, if necessary,to reect the underlying or general performance ofAirtel Africa. A two-year post-vesting holding period alsonormally applies to LTIP awardsthat vest (net oftax) after the adoption ofthis policy. Any dividend equivalents will normally bedelivered atthe end of the vesting period in shares based on the proportion of the award that vests. Malus and clawback provisions apply to awards made for three years from the date onwhich the award vest when there has been: • A misstatement ofthe company’saccounts • An error incalculating performance • Gross misconduct resulting in dismissal • Material failure in risk management • Reputational damage • Material downturn in nancial performance • Any other event orevents that the committee considers tobe both exceptional andsuciently adverse to the interests of the company The maximum annual grant limit is 200% of base salary (face value of shares at grant),of which normally not more than 50% of annual salary may be granted as RSUs to any one person in a single year. PSP awards with a face value of 100% of salary and RSUs with a face value of 50% of salary may normally be awarded. A maximum of25%of the PSP award is available for thresholdperformance, rising to 100% of the grant for performance at the stretch level. In accordance with the LTIP planrules, dividend or dividend equivalents may be earned on vested shares. Part 2 135 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued Purpose and link tostrategyHow we assess performance Maximumopportunity Share ownership policy To further align the interests ofexecutive directors with those ofshareholders In-employment The CEO isexpected tobuild upand retain shares worth 250% of basesalary within veyears ofbeingappointedto the Board. Other executive directors areexpected tobuild upandretainshares worth 200% of base salary within the same timescale. Post-employment Executive directors arerequired toretain shares equal invalue to the lower of their holding on the date of cessation or 50% of their in-employment requirement fortwoyears. Only shares acquired from LTIPand deferred bonus awardsgranted aftertheir appointment to the Board will count towards this requirement. Not applicable Discretion in operating the incentive plans To make surethese plansare operated and administered eciently, the committee has discretion in relation to a number of areas. Consistent with the marketplace, these include (but are notlimited to): • Selecting the participants • The timing of grant and/or payment • The size of grants and/or payments (within the limits set out in the policy table) • The extent andtiming ofvesting based on the assessment of performance • Determining a ‘good leaver’ and, where relevant, the extent of vesting for share-based plans • Treatment in exceptional circumstances such as change ofcontrol, when the committee would act in the best interests of our business and its shareholders • Making the adjustments required in certain circumstances (such as right issues, corporate restructuring, variation of capital and special dividends) • The form of settlement of awards in accordance with the discretions set out in the plan rules • The annual review of performance measures, weightings and targets for the discretionary incentive plans from year to year • The interpretation and operation of requirements related to the holding ofshares in Airtel Africa The committee has the right to amend or substitute any performance conditions if something occurs that would stop the condition from achieving its original purpose. Any amended condition would not be materially easier to satisfy in the circumstances. Choice of performance measures and approach to targetsetting Targets foreach year’sannual incentive and long-term incentive award are determined by the committee, taking a range of factors into account. Financial goals include the annual budget, the relevant three-year strategic plan, analysts’ consensus factors, wider economic facts andaordability for the business. Non-nancial goals reect the priorities of our business and responsibilities of the role. The annual bonus is based on performance against a stretching combination ofnancial and non-nancial performance measures aligned with ourKPIs and operational goals forthe year. As such, they typically include measures ofrevenue, protability and cash ow,which reect ourfocus on protable growth, cashgeneration and satisfying our debt and other capital commitments. For 2022/23 these will comprise netrevenue (40%),underlying EBITDA (40%) and non- nancial objectives (20%)askey indicators ofour growth, protability and nancial health. Executive directors andmembers of oursenior management team are also assessed on personal objectives, as agreed by our committee at the start of each year. The committee reviews and adapts the objectives each yearas appropriate toreect the priorities for the business in the year ahead. The committee sets asliding scale of targets for each nancial measure to encourage continuous improvement and to stretch performance. The policy gives the committee the authority to select suitable performance metrics aligned to our strategy and shareholderinterest. The performance conditions for the PSP in 2022/23 are based on relative TSR against the MSCI Emerging Markets Communication Services Index (20%),net revenue (40%)and underlying EBITDA (40%). The underpin for grants ofRSUs will bebased on operating free cash ow.These measures arekey indicators ofour growth, nancial health andare aligned with our shareholders’ interests. The committee sets a sliding scale of challenging performance targets for each measure for the PSP – for more on these targets, see page 141. The committee reviews the choice of performance measures and the appropriateness of the performance targets and TSR peer group before each PSP grant. While dierent performance measures and/or weightings may be applied for future awards, the committee will consult with major shareholders before making any signicant changes. Legacy arrangements Airtel Africa hasthe authority tohonour any commitments entered into with current or former directors before this policy is approved or before their appointment to the Board. Details of any such payments will be set out in the remuneration report for the relevant year. Executive directors’ existing service contracts Our executive directors haveentered intoagreements with an indenite term thatmay beterminated by either party on six months’ written notice in the case of Segun, and on three months’ written notice inthe case of Jaideep. Atthe committee’s discretion, we may make a payment in lieu of notice – this is calculated relative to base salaryand benets only, paid on aphased basisand subject to mitigation. Entitlement to both annual bonus and LTIP awards will typically lapse on cessation. In good leaver circumstances pro-rata bonuses may be paid and LTIP awards mayvest inline with ourpolicy and the plan rules. If a director commits an act of gross misconduct or similar, they may be dismissed without notice and without further payment or compensation, except for sumsaccrued upto the leaving date. Name ofdirectorDateof service contract Unexpiredterm Segun Ogunsanya 1 October 2021 Rolling contract Jaideep Paul 1 June 2021 Rolling contract Part 2 Governance report 136 Airtel Africa plc Annual Report and Accounts 2022 ![]() Approach to remuneration for new executive directors The remuneration package for anewly appointed executive director will be set in line with the remuneration policy in force at the time. Variable remuneration will be determined in the same way as for existing executive directors, and issubject tothe maximum limits on variable pay referred to in the policy table on page 135. The committee may also buy out any remuneration and contract features that an executive director maybe giving up inorder to join Airtel Africa. Such buyouts would take into account the nature of awards forfeited and would reect (as far aspossible) performance conditions, the value foregone and the time over which they would have vested or been paid. Where shares are used, these awards may be made under the terms of the LTIP orunder a separate arrangement as permitted under UK Listing Rules. The committee mayagree that certain relocation, legal, tax equalisation and other incidental expenses will bemet asappropriate. For an internal appointment, any legacy arrangements related to the previous role will be allowed to pay out as per their original terms, even if these are inconict with the policy in place atthe time. Service contracts for newexecutive directors andpolicy onloss of oce Contracts for new executive directors will normally include up tosix months’ notice byeither party.This table summarises howthe main elements of pay will normally be treated. Good leaver Other leavers Dismissal for cause Base salary Payable forunexpired portion of notice period orsettled bymaking acash payment in lieu Nil Benets and pension Continues tobe provided forunexpired portion of notice period orsettled in cash Nil Annual bonus Paid for period worked and subject to the normal performance conditions Paid following the relevant year end in cash Normally lapse Lapse Deferred bonus awards Typically vest on normal timetable without pro-rating for time Normally lapse Lapse Share-based awards Typically vest according to normal schedule subject to performance conditions (if applicable) and usually pro-rated for time Normally lapse Lapse The committee would try tomitigate any payments in lieu ofnotice by,for example, making payments ininstalments thatcan be reduced or ended if the former director wants to begin alternative employment during the payment period. We will pay as necessary any statutory entitlements or sums to settle or compromise claims in connection with a termination (including, at the discretion of the committee, reimbursement for legal advice and provision ofoutplacement services). On achange ofcontrol ofAirtel Africa, outstanding awards will normally vest early tothe extent thatthe performance conditions havebeen satised. Awardswould normally be reduced pro-rata toreect the time between the grant dateand the dateof the corporate event. If there is ademerger, special dividend or other event the committee thinks mayaect the current orfuture value ofshares, they may decide that awards will vest on the same basis as on a change of control. If there is an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company, unless the committee decides that awards should vest on the same basis on a change of control. Remunerationscenariosat dierentperformance levels These charts illustrate the total potential remuneration for the CEO andCFO atthree performance levels. Remuneration scenarios ($000) Chief Executive Officer $1,411 Minimum Target Maximum Fixed pay Max with 50% share price growth for LTI 100% $2,992 47% 24% 29% $4,101 31% 35% 34% $4,726 40% 30% 30% Chief Financial Officer $769 Minimum Target Maximum Max with 50% share price growth for LTI 100% $1,664 46% 26% 28% $2,299 30% 37% 33% $2,636 38% 33% 29% Annual bonus Long-term incentives 1Assumptions: Minimum =xed pay only (salary + benets + pension) On-target =50% vesting of maximum bonus and 55% for PSP awards and100%for RSUs Maximum =100% vesting of maximum bonus and LTIP awards 2Salary levels (on which other elements ofthe package are calculated) arebasedon those applying on 1 April 2022 3Benet values exclude the costs of business travel and accommodation 4To reect the impact of ashare price increase between award and vesting, the LTIP value in the maximum column has been increased by 50% in the Max with 50% share price growth column Part 2 137 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued Remuneration policy for non-executive directors Element Purpose and link to strategy Operation Maximumopportunity Non-executive Board chair fees To attract and retain high-calibre chairs with the necessary experience and skills. To provide fees that reect the time commitment and responsibilities of the role. The chair receives an annual fee, plus a fee for chairing the Nominations Committee. Wemay also pay fees reecting additional time commitments or time required to travel to Board meetings. The chair may also be provided with a company car as long as he meets the full cost ofthis benet out ofhis fee. The committee reviews chair’s fee periodically. While there isno maximum fee level, we set fees by reference to market data for companies of similar size andcomplexity. Other non- executivefees To attract and retain high-calibre non-executive directors with the necessary experience and skills. To provide fees that reect the time commitment and responsibilities of the role. Non-executive directors arepaid abasic fee. Wemay also pay additional fees toreect extra responsibilities ortime commitments, for example, for Board committee chairs, senior independent directors or designated non-executive directors, or time required to travel to Board meetings. Non-executive directors’ fees are reviewed periodically by the chair and executive directors. While there isno maximum fee level, fees are set by reference to market data for companies of similar size andcomplexity. Wemay reimburse the reasonable expenses ofdirectors that relate to their duties for Airtel Africa (including tax if applicable). We mayalso provide advice and assistance with directors’ tax returns where these are aected bytheir duties on our behalf. All non-executive directors have letters ofappointment for aninitial period ofthree years. Inkeeping with best practice, non-executive directors are subject tore-election each yearat ourAGM. The chair’s appointment may beterminated be either party with six months’ notice, and the appointments ofthe other non-executive directors may be terminated by either party with one month’s notice. Either appointment can also be terminated at any time if the director is removed byresolution atan AGM or pursuant to the Articles. Directors’ letters of appointment are available for inspection during normal business hours atour registered oce and alsoat our yearly AGM. All directors havebeen appointed for axed term ending onthe date ofour 2022 AGM andwill be renewed fora further three years, with the exception ofKelly Bayer Rosmarin andTsega Gebreyes who have letter of appointment enddates of27 October 2023 and 12October 2024 respectively reecting their date ofappointment to the Board. Shareholder context The committee considers the viewsof shareholders when reviewing the remuneration ofexecutive directors and other senior executives. We consult directly with major shareholders about any material changes to the policy and work with shareholders to understand any concerns. For example, the committee consulted on major changesduring thedevelopmentof this proposed policy. Broader employeecontext The committee considers executive remuneration inthe context ofour wider employee population. Remuneration for executive directors is more weighted towards variable pay than for other employees so that more of their pay is conditional on the successful delivery of business strategy. Our aim is to create a clear link between the value created for shareholders and the remuneration ofour executive directors. Given the diverse spread ofgeographical locations in which Airtel Africa operates, employees are notdirectly consulted on directors’ remuneration. However,employees dohave the opportunity through employee surveys andother forms ofengagement toexpress their views on remuneration arrangements – and these are shared with senior management and the Board as appropriate. The chair also attends the annual Conclave meeting and joins town halls when visiting operations across the Airtel Africa geography. The Board also has the opportunity to interact with employees through visits to countries as part of the Board meeting programme. Part 2 Governance report 138 Airtel Africa plc Annual Report and Accounts 2022 ![]() Part 3 #### Annual Report on Remuneration This report hasbeen prepared bythe committee and approved by ourBoard. As stipulated by UKregulations, Deloitte LLP have independently audited these items: • Executive directors’and non-executive directors’ remuneration and associated footnotes onpage 144 • The table ofshare awards granted toexecutive directors andassociated footnotes on page 141 • The statement ofdirectors’ shareholdings and shareinterests onpage 147 2021/22 remuneration of directors (audited) This table sets out the total remuneration for the executive directors forthe year ended 31 March 2022. All amounts are in $’000 Base salary Benets 4 Pension contribution 5 Annual bonus LTIP 6 Other 7 Total xed Total variable Total Segun Ogunsanya 1 2021/22 $458 $214 $46 $686 –– $718 $686 $1,404 2020/21 N/AN/AN/AN/AN/AN/AN/AN/AN/A Jaideep Paul 2 2021/22 $486 $165 – $680 $258 – $651 $938 $1,589 2020/21 N/AN/AN/AN/AN/AN/AN/AN/AN/A Raghunath Mandava 3 2021/22 $450$89 – $675 $975 $1,296 $539 $2,946 $3,484 2020/21 $888 $168 – $1,317 $594 $675 $1,056 $2,586 $3,642 Notes 1From the date of joining the Board on 1 October 2021 2From the date of joining the Board on 1 June 2021 3Until the date of stepping down from the Board on 30 September 2021 4Segun’sbenets included expatriate benets of: housing of $123, car benet value of $51, one-o relocation costs of $35 and insurance costs of $5 Jaideep Paul’s benets included expatriate benets of: housing of$54, car of $49, one-o relocation costs of $35, home leave tickets entitlement of$22 and insurance costs of $5 Raghu Mandava’s benets included expatriate benets of: housing allowance of $30 (2020/21:$62), home leave tickets entitlement of $12 (2020/21: $0), education allowance of$17 (2020/21: $35) and car allowance of $29 (2020/21: $56). The benets provided are inaccordance with contractual entitlements which are in line with local market practice 5Only Segun Ogunsanya receives a pension contribution of 10% of his salary– this is inaccordance with his legacy arrangements which reect statutory requirements for employees in his home location of Nigeria 6For Jaideep Paul, the TSR element ofthe 2019 LTIP will not be nalised until July 2022. An estimate of this vesting level as been included and will be reinstated for the nal outcome next year.In line with the regulations, the 2021/22 LTIP value for Jaideep Paul has been estimated based on the average price ofAirtel Africa shares between 1January 2022 and 31 March 2022.This will be restated based on the actual value atvesting in July 2022in the 2022/23accounts. For 2021/22, the total value estimated attributable to share price appreciation is $124 The LTIP shown for Raghu Mandava for 2021/22 reects the 2019 and 2020 LTIP awards which vested on date ofcessation. The total value attributable toshare price appreciation for all awards shown is$355. See page 143 for more details of the awards. Raghu also had share options connected to the IPO with the nal tranche pro-rated todate of cessation. The regulations do not require details of these awards to be included on vesting. For information, the gain of the nal pro-rated tranche, had it been exercised on date of departure, would have been $191. The 2020/21 LTIP value has been restated for the vesting of the replacement stock awards PSU -TSR element which vested at 50% of maximum at a value of $13. Details of this tranche can be found on page 142.The total value shown in last year’s report was calculated with an assumed share price of $1.09. The actual share price at vesting was $1.13, and the table hasbeen updated toreect this change. The estimated value of the award was $565;the actual value was $594(increase of$29). The total value ofthis award attributable toshare price appreciation was $62 7For Raghu Mandava 2020/21 ‘Other’ relates to the nal tranche of the one-o deferred cash plan of up to$750 which was inplace before our IPO and disclosed in the prospectus. Two-thirds of the deferred cash plan was dependent on relative TSR over one year (30% of this element), 2020/21net revenue (35%) and underlying EBITDA (35%), and one-third was dependent on service conditions. The TSR performance condition was measured at the end of May 2021. Performance against this measure and the value of that element of the award vested at 50% of maximum ($75).Details ofthe targets can be found on page 143. The 2020/21gure isrestated from $600 to $675to reect this vesting. ‘Other’ for 2021/22 includes the payment of the second tranche of the exceptional turnaround bonus, which was put in place prior to the IPO and disclosed in the Prospectus and the 2019/20 annual report The value of this second tranche is $1m. This was paid in May 2021, in line with the normal vesting date of the award. He was also paid $296 for untaken holiday since his appointment as CEO Annual bonus In achallenging yearAirtel Africa delivered anexceptional performance, exceeding all key nancial metrics. Revenue growth inboth constant and current currency grew double digit, recording the highest growth across the last ve years. Underlying EBITDA grewby 31.2%, expanding the margin by 290 bpsand operational free cash ow grew by44.4%. The performance was broad-based across voice, data and Airtel Money. Performance was equally strong across allthe keyoperational KPIs. Our customer numbers increased by8.7% this year, contributing to an increase of24.1% in ourunderlying revenue. We are continuing tosee the success of the rollout ofour modernised 4G networks, with a34.6% increase in data revenues for the year and our focus on increasing our distribution and marketing network and the application of our mobile money services through international partnerships hasresulted ina 34.9% increase in Airtel Money revenues. Our Executive directors have led our success in maintaining resilient services tosupportcustomers through the Covid-19pandemic, ina year were wehave focused on our communities, customers and employees. In October 2021 the sustainability strategy was successfully launched, which is an important and key step forward in ourbusiness. The Chief executive ocers droveour keynancial andoperational targets whilst ensuring that wework with our stakeholders to transform lives, invest in the future of our communities, including through our education partnership with UNICEF. The Chief nancial ocer played akey role in the successful transition of ourheadquarters to Dubai, which wasdelivered on time and inbudget. 139 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued It isin thiscontext that wehave assessed the performance achieved against the incentive targets. The strong in-year performance resulted in the stretch targets forthe nancial objectives being exceeded, with the personal objectives also being achieved in full. As a result, abonus at the maximum level havebeen awarded. For Segun and Jaideep, one-third will be deferred intoshares for two years. Inline with hisleaver terms outlined on page 129, Raghu’s bonus will be delivered fully in cash. 2021/22 bonus outcomes (audited) Bonus performance measures Net revenue Underlying EBITDA Operating free cash ow (OFCF) Personal Total Weighted total 35%35% 10% 20% 100% Outcomes (weighted %of maximum) 35%35% 10% Segun Ogunsanya (weighted %of maximum) 20% 100% Jaideep Paul (weighted %of maximum) 20% 100% Raghunath Mandava (weighted %of maximum) 20% 100% Financial objectives Financial performance was assessed against theunderlying net revenue, underlying EBITDA and operating free cash ow (OFCF) ranges setfor 2021/22. All amounts are in $million Weighting (%) Threshold (30%) Target (50%) Maximum (100%) Actual Net revenue 40% 3,823 3,921 4,019 4,042 EBITDA 40% 2,121 2,187 2,258 2,293 OFCF 20% 1,421 1,487 1,558 1,637 All targets andachievements are inconstant currency as at31 March 2021. Personal objectives Personal objectives for the executive directors during the year areas follows: Airtel Money amounts are in $million Weighting (%) Target Performance achieved Outcome (weighted % of maximum) Segun Ogunsanya Deliveryof AA Sustainability and ESG strategy road map 10% Board approval of strategy androadmap and judgement onimplementation Exceededexpectations through strong front line leadership, mobilisation and execution. Received full endorsement of Board 10% Compliance 10% Threshold: 66 Target: 70 Maximum: 74 77.5 10% Jaideep Paul Internal audit score for nance 10% Threshold: 66 Target: 70 Maximum: 74 86.9 10% Project Airborne – moving our headquarters to Dubai 10% Relocate within Budget and timeframes Executed ahead of plan within budget with no loss of business. Stakeholders expectations exceeded 10% Raghunath Mandava Deliveryof AA Sustainability and ESG strategy road map 10% Board signo andpublication of theESG strategy androadmap Exceededexpectations – strong leadership, in development, engagement and delivery. Received full endorsement ofBoard 10% Compliance 10% Threshold: 66 Target: 70 Maximum: 74 77.5 10% All targets andachievements are inconstant currency as at31 March 2021. Part 3 Governance report 140 Airtel Africa plc Annual Report and Accounts 2022 ![]() Annual bonus awarded Name Awarded in cash Awarded in shares Total Segun Ogunsanya $457,500 $228,750 $686,250 Jaideep Paul $453,444 $226,722 $680,167 Raghunath Mandava 1 $675,000 Nil $675,000 1In accordance with the policy as outlined on page 146, Raghu Mandava’s bonus is payable wholly in cash Long-term incentive plan (LTIP) (audited) LTIP awards granted in 2021/22 During the year, Segun Ogunsanya and Jaideep Paul weregranted the following LTIP awards. Type of award Maximum number of shares Share price used to determine level of award 1 Face value Face value as a % of salary Threshold vesting End of the performance period Segun Ogunsanya 2021 LTIP –PSU 735,268 $1.12 $823,500 90% 25% 31March 2024 2021 LTIP –RSU 326,786 $1.12 $366,000 40% 100% n/a Jaideep Paul 2021 LTIP – PSU 390,402 $1.12 $437,250 75% 25% 31March 2024 2021 LTIP –RSU 182,188 $1.12 $204,051 35% 100% n/a 1Average closing share price and FX rate for the three dealing days immediately prior togrant RSUs may notvest unless operating free cash ow ispositive over the three nancial years ending the year before the RSUs vest. The performance conditions for the PSUs arebased on three performance measures – netrevenue growth (40%), underlying EBITDA margin (40%)and relative TSR (20%). Performance is measured over athree-year period, andthis combination ofmeasures helps toalign the operation of the LTIP with shareholders’ interests and ourbusiness strategy.Net revenue growth provides akey indicator oflong-term growth achieved in the market. Underlying EBITDA marginis akey indicator oflong-term growth inprotability from our operations. Relative TSR measures the total returns to our shareholders providing close alignment with shareholder interests. Airtel Africa operates only inAfrica. We havethree main competitors, none ofwhom disclose targets intheir annual remuneration reports. For competitive and commercial reasons, the Board does not believe it would be in the interests of our shareholders to disclose our net revenue and underlying EBITDALTIP targets. The targets will be disclosed when they’re nolonger considered commercially sensitive. Thiswill be no laterthan the year inwhich the awardsvest. Our targets arebased on the 2021/22three-year plan and will require competitive market-leading growth in net revenue at target with a10%stretch up anddown tothreshold and maximum. The underlying EBIT from analready high competitive base will be equally stretching, and both targets will be fully disclosed on vesting. On TSR against the MSCI Emerging Markets Communications Service Index, threshold will vest atthe 50th percentile with the maximum at the 75th percentile. Targets applying to the 2021 performance share plan (PSP) awards MetricWeighting Threshold (25%)Target (50%)Maximum (100%) Net revenue (CAGR %) 40% 3-year plan minus 10% Based on 3-year plan 3-year plan plus 10% Underlying EBITDA margin 40%Commercially sensitive Based on 3-year plan Commercially sensitive Relative total shareholder return against MSCI Emerging Markets Communications Service Index 20% 50th percentile – 75th percentile Part 3 141 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued Share awards vesting in relation to 2021/22 The CFO wasgranted an award onIPO, with the nal tranche subject toperformance measured tothe endof 31 March 2022 against the following conditions: All amounts are in US$million Metric Weighting by tranche Below threshold (0%) Threshold (25%) Target (50%) Maximum (100%) Actual % achievement (of maximum) 2019LTIP awards– PSP-nancial Net revenue 50% <3,8233,823 3,921 4,019 4,042 100% UnderlyingEBITDA 50% <2,1212,121 2,187 2,258 2,293 100% 2019LTIP awards– PSP-TSR Relative TSR (estimated) 1 100% 10%p.a. TSR Rank 1 100% All targets andachievements are inconstant currency as at31 March 2021. 150% of the award issubject to aTSR performance condition measured to3 July 2022. Performance against that measure will be nalised at that point. However,an estimate of the vesting level is included above and anestimate of the value of the award vesting is included in the table below. The nal value ofthe award vesting and the dierence to the below will be shown in next year’s accounts As a result the following awards will vest: Type of award Applicableperformance conditions Maximum number of shares Number of shares vesting Estimated value on vesting 1 Estimated value attributable to share price dierence 12 Jaideep Paul 2019 LTIP (IPOLTIP) RSUs – 2022 tranche N/A 26,66626,666 $51,625 $24,746 PSUs – 2022 tranche Revenue and underlying EBITDAgrowth 26,66826,668 $51,629 $24,748 PSUs – 2022 tranche (estimated vesting) Relative TSR against comparator group (Vodacom, MTN and Safaricom) 80,00080,000 $154,880 $74,240 1The estimated value on vesting is the average price of Airtel Africa’s shares in the period between 1January 2022to 31 March 2022:$1.936 (£1.44). The estimated value attributable to share price dierence is the change from the initial oer price of $1.008 (£0.8) 2Share price on grant date for all awards was the initial oer price $1.008 (£0.8) 10% ofthe replacement stock awards (PSU) which vested on 1June 2021was subject toa TSR performance condition measured at the endof May 2021. Performance against this measure is shown below. Metric Below threshold (0%) Threshold (25%) Target (50%) Maximum (100%) Actual % achievement (of maximum) Relative TSR 10% p.a. TSR Rank 2 50% The TSR performance condition is based on our TSR relative to a small group of competitors based on their size, the nature of their operations and the markets in which they operate. For TSR performance testing for 2019/20, the comparator group is Vodacom, MTN and Safaricom, and we apply an absolute measure of TSR performance to compensate for the small group size. As a result ofthe above performance, the following shares vested at thattime: Type of award Earliest date for vesting Applicable performance conditions Maximum number of shares in each tranche Number of shares vesting Valueon vesting Raghunath Mandava Replacement stock awards (PSU)-TSRelement 1 Jun 2021 TSR 22,722 11,361 $13,976 Part 3 Governance report 142 Airtel Africa plc Annual Report and Accounts 2022 ![]() Share awards vesting on Raghu Mandava’s departure As described on page 129, Raghu was treated asa good leaver inrelation tohis unvested shareawards. Hisawards vested ondeparture subject to performance conditions andpro-rating. All vested awards will be subject toa further two-year holding period during which they may notbe sold. The committee assessed the performance outcomes as detailed in the table below.The outcome ofthe 2019nancial metrics aligns with the nal outcomes which havebeen assessed for the CFO in the normal timeframe andthe outcome of the relative TSR metric isat 50% of the nal outcome currently expected for the CFO in the normal timeframe: All amounts are in US$million Metric Weighting by tranche Below threshold (0%) Threshold (25%) Target (50%) Maximum (100%) Actual % achievement (of maximum) 2019LTIP (IPOLTIP) 2019LTIP awards – PSP nancial 50% Net revenue <3,8233,823 3,921 4,019 H1 actual: 2,941 Full year estimate: 4,102 100% 50% UnderlyingEBITDA <2,121 2,258 2,187 2,258 H1actual: 1,089 Full year estimate: 2,314 100% 2019LTIP awards – PSP TSR 100% Relative TSR against comparator group (Vodacom, MTN and Safaricom) 10%TSR/ year Rank 2 to 30 September 2021 50% 2020 LTIP PSUs 40% Net revenue (CAGR growth) <11.6%11.6% 13.6% 15.6% H1 FY’22vs H1 FY’20 22.8% 100% 40% Underlying EBITDA (bps) <+40 +40 +80 +120 H1FY’22vs H1 FY’20: 489 100% 20% Relative total shareholder return against MSCI Emerging Markets Communications Service Index <50th percentile 50th percentile – 75th percentile Above 75percentile at 30 September 2021 100% RSUs 100% Operating free cash ow underpin RSUs may not vest unless operating free cash ow ispositive over the three nancial years ending in the year before the RSUs vest. Cash ow positive– underpin met 100% Raghu Mandava’sawards were pro-rated tohis date ofcessation and, as aresult ofthe above performance conditions, the following awards vested on that date: Type of award Applicable performanceconditions Maximum number of shares Maximum number of shares after pro-rating Number of shares vesting Valueon vesting 1 Valueattributable to share price dierence 1 2019LTIP (IPOLTIP) RSUs – 2022 tranche N/A 99,207 74,22474,224 $104,680 $29,862 PSUs– 2022 tranche Revenue and underlying EBITDAgrowth 99,208 74,22574,225 $104,681 $29,862 PSU – RTSR tranche Relative TSR 297,620 222,672 111,336 $157,019 $44,793 2020 LTIP RSU Underpin: operating free cash ow 433,735 132,695132,695 $187,142$77,006 PSU Net revenue, underlying EBITDAgrowth and RTSR 975,904 298,564298,564 $421,071 $173,263 1The value on vesting is based on the share price on the date of cessation of $1.41 (£1.037). The value attributable toshare price dierence isthe change from the initial oer price of $1.008 (£0.8)in the case of the 2019 LTIP and $0.83 (£0.64) inthe case of the 2020LTIP award Raghu also had share options granted on IPO, with the nal tranche of 793,650 options originally due tovest on 1June 2022. After pro-rating, 593,790 options became exercisable from his date of cessation. The gain of the nal pro-rated tranche, had it been exercised on hisdate of departure, would have been $191,390. The gain ofthe total outstanding share options, had they been exercised onhis date of departure, would have been $703,010. His 2020deferred bonus awards will vest in full. Both of these awards are subject to the two-year holding period during which they may not be sold. See page 122for details Part 3 143 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued 2021/22 remuneration of non-executive directors (audited) This table lists the non-executive directors’ remuneration inaccordance with UK reporting regulations. All amounts are in ’000 NED fees 1 Benets (actual paid) Total As at 31 March 2022 $ 2 Sunil Bharti Mittal 3 2021/22 £178 £67 £244 $321 2020/21 £90 £67 £157 $206 Awuneba Ajumogobia 2021/22 £85 N/A £85 $112 2020/21 £83 N/A £83 $109 Douglas Baillie 2021/22 £90 N/A £90 $118 2020/21 £90 N/A £90 $118 John Danilovich 2021/22 £80 N/A £80 $105 2020/21 £80 N/A £80 $105 Andrew Green 2021/22 £90 N/A £90 $118 2020/21 £90 N/A £90 $118 Akhil Gupta 2021/22 £70 N/A £70 $92 2020/21 £70 N/A £70 $92 Shravin Bharti Mittal 2021/22 £70 N/A £70 $92 2020/21 £70 N/A £70 $92 Annika Poutiainen 2021/22 £80 N/A £80 $105 2020/21 £80 N/A £80 $105 Ravi Rajagopal 2021/22 £90 N/A £90 $118 2020/21 £90 N/A £90 $118 Kelly Bayer Rosmarin 4,6 2021/22 £70 N/A £70 $92 2020/21 £30 N/A £30 $39 Tsega Gebreyes 5 2021/22 £31 N/A £31 $41 2020/21 N/AN/AN/A N/A 1NED fees determined in pounds sterling 2Adjustable closing FX rate of GBP/USD on 31 March 2022 – £1 = $1.31. USD values for 2019/20 are restated using this FX rate to aid comparsion 3Benets for 2020/21are restated to reect the nal value paid inrespect of the year.2021/22 benets are estimated and will be restated next year asrequired 4Joined the Board on27 October 2020 5Joined the Board on 12 October 2021 6In line with Singtel Group Code of Conduct and Optus conict of interest policies, Kelly Bayer Rosmarin’s fees are paid directly to Singtel Group Our TSR performance from admission The following graphs sets out our comparative TSR relative to the FTSE 250 and FTSE 100 indices from 28 June 2019(the dateof ourlisting) to 31 March 2022, asrequired byUK reporting regulations. The FTSE 250 index waschosen asa broad equity market index ofwhich we were a member from listing until early 2022. The FTSE 100 was chosen as the index ofwhich we’renow amember. 0 50 100 150 200 250 Total shareholder return Value (£) (based) Airtel Africa 28/06/201931/03/202231/03/202031/03/2021 FTSE250 FTSE 100 This graph shows the value on31March 2022 of £100 invested inAirtel Africa onthe date ofadmission (28June 2019),compared with the value of £100 invested in the FTSE 250 and FTSE 100 Indices. Part 3 Governance report 144 Airtel Africa plc Annual Report and Accounts 2022 ![]() CEO remuneration from our listing (28 June 2019) This table sets out the single gure forthe total remuneration paid tothe CEO, together with the annual bonus payout and the LTIP payout (both as apercentage ofthe maximum opportunity). Over time, the data inthis table will showthe CEO’sremuneration overa ten-year period. 2021/22 is split between the two people acting as CEO during this period. Raghunath Mandava Segun Ogunsanya 2019/20 1 2020/21 2 2021/22 3 2021/22 4 Total remuneration ($’000) $3,140 $3,642 $3,484 $1,404 % ofmaximum bonus earned 60% 100% 100%100% % maximum LTI vested 76% 100% 86% N/A 1From 28 June 2019 to 31 March 2020 2The 2020/21 single gure has been updated toreect the value of the LTIP on vesting 3From 1April 2021to 30 September 2021.2021/22 LTIP reects the portion ofoutstanding LTIP awards which vested oncessation, after pro-rating 4From 1 October 2021 to 31 March 2022 CEO pay ratio As the majority ofour employees are based in Africa, with only seven inthe UK, we’renot required topublish aCEO pay ratio. Given the numbers of employees inthe UK versus those overseas and thefact that the people inthe UK aremainly involved in operating our head oce, the ratio produced bycomparing CEO remuneration with that ofour UKworkforce islikely to bemisleading. As such, we’ve decided not topublish this information. Percentage changein remuneration ofthe directors and employees This table shows the percentage movement inthe salary,benets andannual bonus forour directors between the current andprevious nancial year. Percentage change inremuneration elements from 2019/20 to 2020/21 Percentage change inremuneration elements from 2020/21 to 2021/22 Base salary/ fees Benets 1 Bonus Base salary/ fees Benets Bonus Segun Ogunsanya 2 n/an/an/a n/an/an/a Jaideep Paul 3 n/an/an/a n/an/an/a Raghunath Mandava 4 9% -9% 94% -49% -47% -49% Sunil Bharti Mittal 0% -14% n/a 97% 5 0% n/a Awuneba Ajumogobia 3% n/an/a 2% n/an/a Douglas Baillie 0% n/an/a 0% n/an/a John Danilovich 0% n/an/a 0% n/an/a Andrew Green 0% n/an/a 0% n/an/a Akhil Gupta 0% n/an/a 0% n/an/a Shravin Bharti Mittal 0% n/an/a 0% n/an/a Annika Poutiainen 0% n/an/a 0% n/an/a Ravi Rajagopal 0% n/an/a 0% n/an/a Kelly Bayer Rosmarin 6 n/an/an/a 133% n/an/a Tsega Gebreyes 7 n/an/an/a n/an/an/a Full-time employees 8 5% -8% 10% 9 6% 7% 6% 10 1The reduction in benets reects currency movements, changes tothe applicable tax rates and also reects areduction in home leave expenses due to the global pandemic 2Joined the Board on 1 October 2021 3Joined the Board on 1 June 2021 4Left the Board on 30September 2021 5Fee increased from 1 November 2021 6Joined the Board on 27October 2020 7Joined the Board on 12October 2021 8Based on employees of the Group 9Provisional bonuses for 2020/21 are compared with provisional bonuses for 2019/20 10 Provisional bonuses for 2021/22 are compared with provisional bonuses for 2020/21 Part 3 145 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued Payments topast directorsand payments forloss ofoce (audited) Raghu Mandava retired from his role asCEO on30 September 2021. Reecting both the period ofsustained success asCEO and asuccessful transition, our committee decided to treat Raghu as a good leaver. The treatment of all elements of his remuneration have been determined in accordance with the directors’ remuneration policy. • Raghu continued to be paid for his role as CEO up to 30 September 2021 at which date such payments stopped. • In view ofhis planned retirement, no long-term incentive awards weremade in 2021and he received nosalaryincrease. • In accordance with hiscontractual entitlements which reect local market practice, Raghu was paid the equivalent of$295,962for accrued untaken holiday since his appointment as CEO. • In accordance with ourpolicy for expatriates benets, the company will meet certain end ofassignment relocation costs connected tothe end of hisresidence inKenya, including the cost of airtravel home for hisfamily, shipping of hishousehold goods andtax ling assistance. These will be disclosed in next year’sannual report. • As agood leaver, Raghu waseligible for abonus for 2021/22performance. This was pro-rated for the period from 1April 2021 to30 September 2021and, in line with the policy,was paid in cash atthe normal time: following completion ofthe accounts forthe year ended March 2022. Details of this are on page 140. • Raghu wastreated asa good leaver in respect ofhis unvested shareawards. Indetermining the treatment of hisinight awards on his departure, ourcommittee took account of the outstanding sustained turnaround performance inestablishing Airtel Africa asthe fastest growing and most protable telecom operator inAfrica. We alsoconsidered hisinspirational frontline leadership in delivering this and the fact that over three quarters of the shares under award are not subject to leveraged performance conditions on vesting, with the majority also having been granted in connection with the IPO. • In the light of this, our committee determined thathis awardsshould vest atthe time of hisdeparture, with long-term incentive awards subject to pro-rating for time and based on ourassessment ofperformance against the performance conditions based onAirtel Africa’saudited half-year accounts and relative TSR measured to30 September 2021.Details ofthese awardsare summarised on page 143. We note that the outcome of the 2019 nancial metrics aligns with the nal outcomes which have been assessed for the CFO inthe normal timeframe but that the outcome of the relative TSR measure was vesting at 50% as compared to the current estimated vesting of this element of 100%. • All vested awards will be subject toa further two-year holding period during which they may notbe sold, eventhough only the 2020 award was granted subject toa two-year holding period. The committee believes that the approach taken isappropriate considering Raghu’ssustained excellent performance andstewardship anda number of mitigations in place. The awards will continue to be subject to clawback for two years after Raghu’s termination, enabling us to recoup payments in the unlikely event of a material misstatement, failure of risk management, evidence of gross misconduct, reputational damage or a material downturn in performance. Relative importance of spend on pay This table sets out, for the year ended 31 March 2022, the total cost of our employee remuneration and the total distributions to shareholders through dividends. $million 2020/21 2021/22 % change Dividends $169 $169 0% Overall remuneration expenditure $275 $297 8% Non-executive directors’ remuneration The table below summarises the fees payable tonon-executive directors. During the year, ourcommittee reviewed the Board chair’sfee. This was set atthe point ofour IPO inline with the base directors’ fee, with a non-cash benet ofa car plus driver when inthe UK. Weconsidered ittimely to review these arrangements with the view tomoving toa more market-aligned feestructure forthe role. As aresult, weconsolidated the Board chair’s car anddriver benet intothe fee and increased the fee to£300,000 per year eective from 1 November 2021.This also reects the time commitment and responsibilities of the role, aswell ascompetitive fee levels for chairs of comparable organisations. Going forward, the chair will reimburse the company the actual cost ofa company-provided company car out ofhis fee. There areno other changes tothe fees from the prioryear. Role Annual fee 1 As at 31 March 2022 $ 2 Board chair fee £300,000 $394,166 Non-executive base fee £70,000 $91,972 Additional fees Committee chair fee £20,000 $26,278 Supplementfor senior independentdirector £20,000 £26,278 Committee membership fee (one committee) £10,000 $13,139 Committee membership fee (two committees) £15,000 $19,708 1NED fees determined in pound sterling 2Adjustable closing FX rate of GBP/USD on 31 March 2022 – £1 = $1.31 Part 3 Governance report 146 Airtel Africa plc Annual Report and Accounts 2022 ![]() Statement of directors’ shareholdings and share interests (audited) The benecial and non-benecial share interests ofour directors and their connected persons in line with regulations, asat 31 March 2021and 31 March 2022 (or on appointment ordeparture to the Board if dierent),are listed below. Executive directors (audited) Executive directors must build up and maintain ashareholding inAirtel Africa equivalent to 250% of their base salary within ve years ofbeing appointed to the Board. Under the proposed policy, the CFO will be required to build and maintain a shareholding of 200% of their salary over the same time period. While the executive director isbuilding tothis shareholding level, deferred bonus awards (net of expected taxes) that will apply on vesting will count towards this requirement. LTIP shares that havevested and that arewithin the two-year post-vesting holding period will also count ona net oftax basis. To deal with unexpected circumstances, the committee has the discretion tomake exceptions and allowances if it sees t. Shareholding at 31 March 2021 Shareholding at 31 March 2022 Total shareholding as multiple of salary (%) Maximum unvested LTIPs Unvested options Vested but notexercised share options Segun Ogunsanya n/a 0 Nil 1,722,614 235,212 470,420 Jaideep Paul n/a 379,613 119% 1,663,755 250,363 500,724 Raghunath Mandava 499,090 1,938,284 1 395% NilNil 2,181,092 1As at date of stepping down from the Board on 30September 2021 Non-executive directors (audited) Shareholding at 31 March 2021 Shareholding at 31 March 2022 Sunil Bharti Mittal 1 – – Awuneba Ajumogobia – – Douglas Baillie 20,000 20,000 John Danilovich 460,000 460,000 Andrew Green – – Akhil Gupta – – Shravin Bharti Mittal 1 2 292,424,330 292,424,330 Annika Poutiainen 30,000 30,000 Ravi Rajagopal 86,500 122,250 Kelly Bayer Rosmarin – – Tsega Gebreyes n/a – 1Sunil Bharti Mittal and Shravin Bharti Mittal do not have any direct shareholding inthe company.Airtel Africa is anindirect subsidiary of Bharti Airtel, alisted company in India. Sunil Bharti Mittal and Shravin Bharti Mittal are members ofthe Bharti Mittal family group which has an indirect shareholding in Bharti Airtel. Indian Continent Investment and Bharti Global are held ultimately bythe Bharti Mittal family group. Each of Bharti Airtel, Indian Continent Investment and Bharti Global hold voting rights in Airtel Africa as set out on page 124 (major shareholders) 2Shares held by Bharti Global, aconnected person of Shravin Bharti Mittal for the purposes of this disclosure There has been no change in the interests of the directors and their connected persons between 31 March 2022 and the date of this report. Part 3 147 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() #### Directors’ remuneration report continued Committee governance The Remuneration Committee isa formal committee of the Board. Its remit is setout in terms ofreference available on our website: www.airtel. africa. The committee reviews its performance against these terms each yearand aresatised that ithas acted in linewith the terms ofreference during the year. Committee composition Membersthroughoutthe year Meeting attendance (5 meetings in the year) Douglas Baillie, chair 5 (5) John Danilovich 5 (5) Awuneba Ajumogobia5 (5) Other regular attendees • Chief executive ocer • Group head ofHR • Company secretary • External remuneration consultants The committee isauthorised toseek information from anydirector andemployee and toobtain external advice. The committee issolely responsible forthe appointment ofexternal remuneration advisors andfor the approval of their fees and other terms. The committee recognises and manages conicts ofinterest when receiving views from executive directors andother attendees, and nodirector orother attendee takes part in any discussion about his or her personal remuneration. In the year, Alvarez & Marsal (A&M) provided remuneration advice and benchmarking data tothe committee. A&M wereappointed in light of the experience and expertise oftheir team inremuneration advisory work –and are expected to provide independent advice. A&M does not undertake anyother work for Airtel Africa and hasno connection tothe Board or anydirector. A&M havesigned the Code of Conduct of the Remuneration Consultants Group requiring the advice they provide to beobjective and impartial. Total fees paid toA&M for the yearin review were £150,536 (excluding VAT) charged on atime and materials basis. Sums paid to third parties for directors’ services No sums werepaid or received bythird parties for the services ofany director ofAirtel Africa while acting as adirector ofthe company orof any our subsidiaries, or as a director of any other undertaking by our nomination, or otherwise in connection with the management of our company or any undertaking during the year to 31 March 2022. Share awards granted to the executive directors (audited) Segun Ogunsanya Type of award Maximum awards held on 31 March 2021 1 Awards granted during year 2 Vested/ exercised in year Lapsed Maximum awards held as at 31 March 2022 Date of grant Exercise price Vesting date Expiry date IPO share options 705,632 NilNilNil 705,632 3 July 2019 £0.8 1 June2020, 2021, 2022 2 July 2029 Replacement award 3 660,560 NilNilNil 660,560 28June 2021 Nil 28 June 2022, 2023 28 June 2031 2021 LTIP –PSU 735,268 NilNilNil 735,268 28June 2021 Nil 28 June 2024 28 June 2031 2021 LTIP –RSU 326,786 NilNilNil 326,786 28June 2021 Nil 28 June 2024 28 June 2031 1As atthe date ofjoining the Board 2From date of joining the Board 3.Buyout ofa previous cash-based incentive which was granted as anaward ofrestricted shares with the same expected value asthe fair value foregone, with vesting in two equal tranches in June 2022 and 2023 Part 3 Governance report 148 Airtel Africa plc Annual Report and Accounts 2022 ![]() Jaideep Paul Type of award Maximum awards held on 31 March 2021 1 Awards granted during year 2 Vested/ exercised in year Lapsed Maximum awards held as at 31 March 2022 Date of grant Exercise price Vesting date Expiry date IPO share options 751,086 NilNilNil 751,086 3 July 2019 £0.8 1 June2020, 2021, 2022 2 July 2029 2019LTIP awards– PSP-nancial 26,668 NilNilNil 26,668 3 July 2019 Nil 1 June 2022 2 July 2029 2019LTIP awards– PSP-TSR 80,000 NilNilNil 80,000 3 July 2019 Nil 1 June 2022 2 July 2029 2019LTIP –RSU 26,666 NilNilNil 26,666 3 July 2019 Nil 1 June 2022 2 July 2029 2020LTIP –PSP 397,590 NilNilNil 397,590 30 October 2020 Nil 30 October 2023 30 October 2030 2020LTIP –RSU 198,795 NilNilNil 198,785 30 October 2020 Nil 30 October 2023 30 October 2030 2021 LTIP –PSP 0 390,402 NilNil 390,402 28June 2021 Nil 28June 2024 28 June 2031 2021 LTIP –RSU 0 182,188 NilNil 182,188 28June 2021 Nil 28June 2024 28 June 2031 One-o shareaward 2 361,446 Nil 60,241 Nil 301,205 30 October 2020 Nil 30 October 2021, 2022, 2023 30 October 2022 1As atthe date ofjoining the Board 2No awards have been granted since joining the Board 3One tranche ofthis award vested on 30October 2021.As the award does not have any performance conditions, it isnot included in the single gure of remuneration, in accordance with the regulations Raghunath Mandava Type of award Maximum awards held on 31 March 2021 Awards granted during year Vested/ exercised in year 2 Lapsed in year Maximum awards held as at 31 March 2022 1 Date of grant Exercise price Vesting date Expiry date IPO share options 1 2,380,952 NilNil 199,860 2,181,092 3 July 2019 £0.8 1 June2020, 2021, 2022 2 July 2029 2019LTIP awards– PSP nancial 198,412 Nil 173,431 24,981 Nil 3 July 2019 Nil 1 June 2020, 2021, 2022 2 July 2029 2019LTIP awards– PSP-TSR 297,620 Nil 111,336 186,284 Nil 3 July 2019 Nil 3 June 20222 July 2029 2019LTIP awards– RSU 198,413 Nil 173,430 24,983 Nil 3 July 2019 Nil 1 June 2020, 2021, 2022 2 July 2029 Replacement stock awards 340,830 Nil 329,469 11,361 Nil 3 July 2019 Nil 1 June 2020, 2021 2 July 2029 2020LTIP awards –PSP 975,904 Nil 298,564 677,340 Nil 30 October 2020 Nil 30 October 2023 30 October 2030 2020LTIP awards –RSU 433,735 Nil 132,695 301,040 Nil 30 October 2020 Nil 30 October 2023 30 October 2030 2020 deferred bonus Nil 354,608354,608 Nil Nil 2 August 2021 Nil 30 September 2021 30 September 2031 1As atdate of stepping down from the Board 2Includes awards which vested in June 2021 and September 2021 All of Raghu’svested awards aresubject toa further two-year holding period during which they may notbe sold. Part 3 149 Airtel Africa plc Annual Report and Accounts 2022 Governance report ![]() Airtel Africa share price The closing price ofan ordinary share onthe London Stock Exchange on31 March 2022 was £1.39,with the range between 1 April 2021 and 31March 2022 being £0.71to £1.60. Statement on voting at the 2021 Annual General Meeting (unaudited) At our15July 2021AGM, votescast ondirectors’ remuneration wereas follows: Percentage of votes castNumber of votes cast For Against For Against Withheld Directors’ remuneration report 99.24% 0.76% 2,834,415,311 21,635,262 62,738 The policy waslast put toa binding shareholder vote atour 24 June 2020AGM with the following outcome: Percentage of votes castNumber of votes cast For Against For Against Withheld Directors’ remuneration policy 93.55% 6.45% 3,212,129,420 221,602,239 10,293 On behalf of the Board Doug Baillie Chair, Remuneration Committee 10 May 2022 Part 3 #### Directors’ remuneration report continued Governance report 150 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### In this section 152Independent auditors’ report 162Consolidated statement of comprehensive income 163Consolidated statement of nancial position 164Consolidated statement of changes in equity 165Consolidated statement ofcash ows 168Notes to consolidated nancialstatements 225Company statement of nancial position 226Company statements of changes in equity 227Notes to company only nancialstatements # Financial # statements 151 Airtel Africa plc Annual Report and Accounts 2022 ![]() Independent auditor’s report to the members of Airtel Africa plc Reporton theauditofthe nancial statements 1. Opinion In our opinion: • the nancial statements ofAirtel Africa plc (the ‘parent company’) and its subsidiaries (the ‘group’) give atrue andfair view ofthe state of the group’sand ofthe parent company’s aairs asat 31 March 2022 and ofthe group’s prot for the year then ended; • the group nancial statements havebeen properly prepared in accordance with United Kingdom adopted international accounting standards and International Financial Reporting Standards (IFRSs)as issued bythe International Accounting Standards Board (IASB) andapproved for usein the United Kingdom by the UK Accounting Standards Endorsement Board (UKEB); • the parent company nancial statements havebeen properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101‘Reduced Disclosure Framework; and • the nancial statements havebeen prepared in accordance with the requirements ofthe Companies Act 2006. Wehave audited the nancial statements which comprise: • the consolidated statement of comprehensive income; • the consolidated and parent company statements of nancial position; • the consolidated and parent company statements of changes in equity; • the consolidated statement ofcash ows; and • the related notes 1to 36of the group nancial statements and the related notes1 to10of the parent company nancial statements. The nancial reporting framework that hasbeen applied inthe preparation ofthe group nancial statements is applicable law,United Kingdom adopted international accounting standards and IFRSs as issued bythe IASB andapproved for usein the United Kingdom by the UK Accounting Standards Endorsement Board (UKEB).The nancial reporting framework that hasbeen applied inthe preparation of the parent company nancial statements is applicable lawand United Kingdom Accounting Standards including FRS101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). 2. Basis for opinion Weconducted our audit inaccordance with International Standards on Auditing (UK) (ISAs (UK))and applicable law.Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the nancial statements section of ourreport. We are independent of the group and the parent company in accordance with the ethical requirements that arerelevant to our audit ofthe nancial statements inthe UK, including the Financial Reporting Council’s(the ‘FRC’s’)Ethical Standard asapplied to listed public interest entities, andwe have fullled ourother ethical responsibilities inaccordance with these requirements. The non-audit services provided to the group and parent company for the year are disclosed innote 8.1to the group nancial statements. We conrm that we havenot provided anynon-audit services prohibited bythe FRC’s Ethical Standard tothe group orthe parent company. Webelieve thatthe audit evidence wehave obtained issucient and appropriate toprovide abasis for our opinion. 3. Summary of our audit approach Key audit matters The key audit matters that weidentied in the current year were: • Going concern; • Prepaid and Airtel Money (mobile money) revenue; and • Classication of legal cases Materiality The materiality we used forthe group nancial statements is$62mwhich represents 5.1% (March 2021: 5%) ofprot before tax and3% (March 2021: 2%) ofunderlying earnings before interest, tax, depreciation and amortisation (underlying EBITDA). Scoping Our scope covered seventeen components. Of these, four were full-scope audits andthirteen were subject to specic procedures oncertain account balances. These covered 100% of group prot before tax, 99% ofgroup revenue and 99% ofthe group total assets. Components and balances notin scope were subject to analytical procedures bythe Group audit team. Signicant changes in our approach Impairment ofgoodwill hasnot been included as akey audit matter this yeargiven the headroom that exists across allthe CGU’s and that no reasonable possible change in any of the assumptions would leadto animpairment. 4. Conclusionsrelating togoing concern In auditing the nancial statements, wehave concluded that the directors’ use of the going concern basis of accounting in the preparation ofthe nancial statements is appropriate. Our evaluation of the directors’ assessment of the group’sand parent company’s ability to continue to adopt the going concern basis of accounting isdiscussed in section 5.1. Based on the work wehave performed, wehave not identied any material uncertainties relating to events or conditions that, individually or collectively,may cast signicant doubt on the group’sand parent company’s ability to continue as a going concern for a period of at least twelve months from when the nancial statements are authorised forissue. In relation tothe reporting on howthe group has applied the UK Corporate Governance Code, wehave nothing material to add or draw attention toin relation tothe directors’ statement in the nancial statements about whether the directors considered it appropriate to adopt the going concern basis ofaccounting. Our responsibilities and the responsibilities ofthe directors with respect to going concern are described in the relevant sections of this report. 5. Key audit matters Key audit matters are those matters that, inour professional judgement, wereof most signicance in ouraudit ofthe nancial statements ofthe current period and include the most signicant assessed risks ofmaterial misstatement (whether or notdue tofraud) that we identied. These matters included those which had the greatest eect on: theoverall audit strategy, the allocation of resources in the audit, and directing the eorts of the engagement team. These matters were addressed in the context ofour audit ofthe nancial statements as awhole, andin forming our opinion thereon, and wedo not provide aseparate opinion onthese matters. Financial statements 152 Airtel Africa plc Annual Report and Accounts 2022 ![]() 5.1 Going concern Key audit matter description The group made a prot before tax of $1,224m during the year ended 31 March 2022 (March 2021: $697m) and was in a net current liability position of $1,076m at 31 March 2022 (March 2021: $1,599m). As set out in the going concern disclosure in note 2.2 to th e financial statements, at the date of approving the financial statements, the grouphad committed undrawn credit facilities of $587m of which $163m are due to expire during the going concern a ssessment period. Net debt of $2,941m (March 2021: $3,530m) include $1,000m (March 2021; $2,384m) of bonds which contain a cross default clause with the group’s majority shareholder, Bharti Airtel Limited. There would be a covenant breach on this bond should Bharti Airtel Limited (or any of their signicant subsidiaries) default on any debt in excess of $50m which may impact the ability of the group to raise additional debt. Note 2.2 to the nancial statements includes the directors’ assessment that they consider it appropriate to adopt the going concern basis of accounting in preparing the nancial statements. The matter is also referred to within the Audit and Risk Committee’s report on page 109. The directors’ have prepared a base case forecast of liquidity and cashow to June 2023. Management have also prepared a reasonable worst-case sensitivity to this base case forecast, including: a further slowdown in revenue growth (including impact of Covid-19 to the group), higher operating and regulatory costs and currency devaluation. This reasonable worst-case forecast was further sensitised on the basis that cash cannot be extracted from key operating companies to the holding company for the going concern period. Management have identied a number of mitigating actions to preserve liquidity, including a reduction in capital expenditure and, if required, a reduction in dividends. Both the base case and reasonable worst-case forecasts project that the group has adequate liquidity, taking into account the available cash as at 31 March 2022 of $638m and committed undrawn facilities of $424m expiring beyond the going concern assessment period. The directors, through enquiry with its majority shareholder have assessed the risk of Bharti Airtel Limited defaulting on its debt (and the bonds being recalled) as remote. The directors have therefore concluded that it is appropriate to prepare the nancial statements on a going concern basis. Given the above circumstances, we identied a key audit matter relating to the group’s going concern assessment, including the group’s ability to continue to service its debts and the actions available to the group to preserve liquidity. How the scope of our audit responded to the key audit matter Our procedures included: • Obtaining anunderstanding ofthe relevant controls over the group’sforecasting process; • Performing retrospective reviews of the historical forecasts toassess the reasonableness ofthe group’s forecasting process; • Performing risk assessment procedures inresponse tothe economic disruption risk associated with the Covid-19 pandemic, global supply chain and the conict in Ukraine. This covered aperiod of atleast twelve months from the date of approval of the nancial statements; • Assessing the reasonableness of the anticipated impact ofthe group’s principal risks onthe group’scash ow projections, including whether they area reasonable worst case and the reasonableness ofthe mitigating actions available to the group to preserve liquidity; • Assessing and challenging the assumptions used bythe directors in each ofthe cash ow forecasts, considering our own expectations based on our knowledge of the group; • Assessing and challenging the key mitigating actions available including areduction in capital expenditure; • Obtaining direct conrmations ofthe value, duration and terms for the group’sundrawn committed facilities; • Recalculating the cash headroom available using undrawn committed facilities ineach ofthe scenarios prepared by management and approved by the directors and testing the integrity and mechanical accuracy of the going concern model; • Evaluating the work ofthe majority shareholder’s auditor in relation totheir work on going concern tochallenge the directors’ assessment that the risk ofdefault atthe majority shareholder isremote; and • Assessing the completeness and accuracy of the matters included in the directors’ going concern disclosures based on our knowledge obtained from our evaluation ofthe directors’ going concern assessment. Key observations Weconcur with the directors’ conclusion that it isappropriate to prepare the nancial statements using the going concern basis ofaccounting and thatthere isnot amaterial uncertainty related to going concern. Weconsider the going concern disclosures within note 2.2 ofthe nancial statements tobe appropriate. 153 Airtel Africa plc Annual Report and Accounts 2022 Financial statements ![]() #### Independent auditor’s report #### to the members of Airtel Africa plc continued 5.2 Prepaid and Airtel Money (mobile money) revenue Key audit matter description As set out in note6 to the nancial statements, revenue of $4,714m (March 2021:$3,908m)is derived from the provision of voice, data, mobile money andother services. These revenue streams account for$4,307m(March 2021: $3,561m) with voice and data accounting for $3,883m (March 2021:$3,260m)of revenue and mobile money services accounting for $424m (March 2021:$301m)of revenue. 88% ofvoice and data revenue derives from customers who subscribe toservices on aprepaid basis. Mobile money revenue relates tothe commission earned onallowing customers totransfer funds and paybills on the Group’smobile money IT platform Mobiquity.The group’saccounting policies on prepaid and mobile money revenue are set out in note 2.21 to the nancial statements. Due to the complexity ofthe group’s revenue recording systems (IN for prepaid revenue and Mobiquity for mobile money) and the volume of customer data, we identied akey audit matter relating toprepaid revenue, specically (i)the correct set up oftaris on the applicable systems and (ii)the manual journal posting ofrevenue from the billing system tothe general ledger.For mobile money,we identied akey audit matter inrelation tothe accuracy ofrates andtaris within the Mobiquity system. Errors ineither would impact the accuracy ofprepaid andmobile money revenue. We also identied a fraud risk inrespect of these matters. How the scope of our audit responded to the key audit matter Our procedures involved: • Working with ourIT specialists tounderstand the IT environment in which the revenue recording systems reside, including interface controls between dierent IT applications. This included the IN billing system forprepaid revenue and the Mobiquity IT platform for mobile money; • Testing the relevant controls over (a)approvals and maintenance ofnew plansin the IN billing system, and (b) authorisation ofrate changes and the maintenance ofrates within the IN andMobiquity systems; • Testing the reconciliation process between the general ledger andIN and Mobiquity including anymanual adjustments posted; • For prepaid revenue, testing a sample of call record validations to test the accuracy of prepaid revenue and the resolution ofexceptions in addition toperforming independent call testing toevidence that theamounts charged to the subscriber isconsistent with the approved taris; • We analysed keymovements in prepaid revenue recorded within the general ledger against cash collection inthe billing systems at the group level; • For prepaid revenue, tested a sample of tarrifs set up in IN system; • For Airtel Money, tested asample oftaris setup inMobiquity system; and • We alsocreated anexpectation ofthe Airtel Money revenue byconsidering the transactions andthe applicable rates and compared the actual revenue recorded with the expected revenue. Key observations Based on ourwork, we noted nosignicant issues onthe accuracy ofprepaid andmobile money revenue recorded in the year. Financial statements 154 Airtel Africa plc Annual Report and Accounts 2022 ![]() 5.3 Classication oflegal cases Key audit matter description Management hasrecorded a provision of $38m(March 2021: $15m) in respect oflegal claims which are included inthe provision for legal and regulatorycases amounting to$51m (March 2021: $19m)as set out in note25to the nancial statements. Contingent liabilities asat 31 March 2022 in relation tolegal claims amounted to$82m (March 2021:$87m) as described innote 29 tothe nancial statements. Airtel Africa hasbusiness operations in 14 countries across Africa with dierent legal environments. Each component maintains legal registers which are updated on amonthly basisto summarise the current position of eachlegal case and to consider whether alegal case isassessed as probable, possible orremote in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent assets, and consequently whether aprovision or contingent liability disclosure is required. Management ofthese matters isfrequently supported byexternal counsel in the local markets and the opinion of counsel is considered inassessing the classication ofmatter as probable, possible or remote inaccordance with IAS 37: Provisions, Contingent Liabilities and Contingent assets . Further information onthe group’s policies forlegal matters, including the judgements taken can befound in notes2.19 and 2.20to the nancial statements, and within the key source of estimation uncertainty disclosures in note3.1.The Audit and Risk Committee also comment on this areain their report onpage 110. Weidentied akey audit matter relating tothe appropriate classication and presentation oflegal cases within the nancial statements as remote (no disclosure), possible (contingent liability,note 29)and probable (provision, note25) in accordance with IAS 37. There are asignicant number ofongoing legal cases covering a number ofyears across all operating companies. Management hasexercised signicant judgement indetermining their assessment ofthe outcome and the accounting consequences thereon. As aresult of these factors and the legal framework inthe countries inwhich the group operates, weconsider there to bea fraud risk associated with this key audit matter due tosusceptibility ofthe judgement tobias. How the scope of our audit responded to the key audit matter Our procedures involved: • Obtaining anunderstanding ofthe relevant controls concerning the classication oflegal cases; • Assessing a sample of cases and challenging whether the cases are appropriately classied as probable, possible or remote based onIAS 37: Provisions, Contingent Liabilities and Contingent Assets; • Holding discussions with internal legal counsel and obtaining supporting evidence for asample ofcases; • Circularising conrmations to external legal counsel for asample of cases andchecking their assessment of whether a legal case isprobable, possible or remote against management’sassessment. Wealso evaluated the competence, capability andobjectivity ofexternal legal counsel; • Assessing the consistency and completeness of approach across each operating company by considering if there is any precedent forsimilar cases to besettled within each jurisdiction, aswell ascurrent legal settlements; and • Evaluating the nancial statement disclosures including the articulation of each material case. Key observations Based on the procedures performed weconsider the classication oflegal cases as probable, possible and remote to beappropriate. Weconsider the provision andcontingent liability disclosures within notes 25 and 29 to thenancial statements to beappropriate. 155 Airtel Africa plc Annual Report and Accounts 2022 Financial statements ![]() #### Independent auditor’s report #### to the members of Airtel Africa plc continued 6. Our application of materiality 6.1 Materiality Wedene materiality asthe magnitude of misstatement inthe nancial statements that makesit probable that the economic decisions ofa reasonably knowledgeable person would be changed orinuenced. We use materiality both inplanning the scope of ouraudit work and in evaluating the results of ourwork. Based on ourprofessional judgement, wedetermined materiality for the nancial statements asa whole asfollows: Group nancial statements Parentcompany nancialstatements Materiality $62m (March 2021: $35m)$40.8m (March 2021: $31.5m) Basisfor determining materiality 5.1% (March 2021: 5%) ofprot before tax and 3% (March 2021: 2%) ofunderlying EBITDA. 1% of netassets (March 2021: 1% ofnet assets capped at 90% ofgroup materiality) Rationale for the benchmark applied Prot before tax isour primarybenchmark asit impacts distributable reserves and dividends, which is key for investors. Underlying EBITDAis alsoa key performance measure for the group. Airtel Africa plc isa holding company, which holds investments ina number ofsubsidiaries. Thus, the primary users ofthe company’s nancial statements arethe group’s shareholders and the directors and management of its holding company (Bharti Airtel Limited)and ultimate holding company (Bharti Enterprises (Holding) Private Limited which isheld byprivate trusts ofBharti family,with Mr. Sunil Bharti Mittal’s family trust eectively controlling the company).We therefore considered net assets tobe the most appropriate benchmark given the primary purpose ofthe company isa holding company. Profit beforetax $1,224m $62m Group materiality $3.10m Audit and RiskCommittee reporting threshold Profit before tax Group materiality $8m to $41m Component materiality range 6.2 Performance materiality Weset performance materiality ata level lower than materiality toreduce the probability that, inaggregate, uncorrected and undetected misstatements exceed the materiality forthe nancial statements asa whole. Group nancial statements Parentcompany nancialstatements Performance materiality 60% (March 2021: 50%) ofgroup materiality60% (March 2021: 50%) ofparent company materiality Basis and rationale fordetermining performance materiality In determining performance materiality,we considered the following factors: a.Our experience of auditing the group: this isthe fourth year ofour audit ofthe consolidated nancial statements and third yearof auditing the group as alisted entity onthe London Stock Exchange; b.In-countryrestrictions for asignicant part ofthe nancial yearimpacting ourability to travel tovisit component management and component audit teams inIndia and Africa. In the last quarter we were able tomeet group management and the shared service centre nance team, andalso meet with Nigerian andUgandan component audit teamsin Dubai; c.Our assessment of the control environment: whilst wewere able torely oncontrols for certain areasof the audit, there wereother areaswhere we were unable torely on controls. Please refer to7.2 below fordetails on controls; and d.The African legal and regulatory environments in which the group operates. Given our experience ofauditing the group and less restrictions onour ability to travel, we increased performance materiality to60% of materiality. 6.3 Error reporting threshold Weagreed with the Audit andRisk Committee that wewould report tothe Committee all audit dierences inexcess of $3.10m (March 2021: $1.75m),as well asdierences below that threshold that, inour view, warranted reporting on qualitative grounds. Wealso reportto the Audit and Risk Committee on disclosure matters that we identied when assessing the overall presentation ofthe nancial statements. Financial statements 156 Airtel Africa plc Annual Report and Accounts 2022 ![]() 7. An overview of the scope of our audit 7.1 Identication and scoping ofcomponents Our component audit scope requires usto (a) achieve sucient coverage across the group toaddress the keyrisk areas and (b) meet the requirements ofISA (UK) 600 toplan and oversee the work performed bycomponent audit teams. Our group audit wasscoped on an entity level basis, assessing components against the risk ofmaterial misstatement at the group level. Wealso considered the quantum of nancial statement balances and individual nancial transactions of a signicant nature. In performing our assessment, we haveconsidered the geographical spread ofthe group and risks presented within each region. The group operates across fourteen countries across Africa (each were identied asa component for audit purposes)and supported by the group’sshared service centre based in India, as wellas akey holding company based in the Netherlands (Bharti Airtel Netherlands BV) which holds the majority ofthe group’sdebt, and Airtel Africa plc, the parent company. Consistent with last year, component teamsperformed full scope audits ontwo components (Nigeria and Uganda)and audits of specied account balances for twelve components asset out inthe table below. We performed audit procedures for the 11 months ended 28 February2022 on Nigeria, Uganda, Tanzania, Kenya, Malawi, Zambia andthe DRC and additional procedures for the period to 31March 2022. For Congo B, Gabon, Niger, Chad, Seychelles, Rwanda and Madagascar we performed audit procedures forthe 9months ended 31 December 2021and additional procedures for the period to 31 March 2022. Weperformed afull scope audit on Airtel Africa plc andspecied procedures on Bharti Airtel Netheralnds BV. Acomponent audit team also performed procedures atthe shared service centre inIndia. The group team performed analytical review procedures onthe remaining balances notincluded within audit scope, each ofwhich are insignicant. This included other holding companies within the Netherlands including AMC BV, the holding company ofthe most Airtel Money entities. Wealso madeinquiries ofmanagement and evaluated and tested management’s group-wide controls across a range oflocations and segments inorder to address the risk ofresidual misstatement on asegment-wide andcomponent basis. Atthe group level, wealso tested the consolidation process and performed procedures over signicant risks and controls. Wealso assessed the accounting for keytransactions in the year, asset out in note5 tothe nancial statements including the disposal of aminority shareholding in the Airtel Money business, the disposal ofTower assets (Malawi, Tanzania, Rwanda andMadagascar),the acquisition ofa minority shareholding inAirtel Nigeria, the early redemption of the $505m bond andlegal andregulatory settlements in certain jurisdictions. The below table summarises the segment allocation and scope ofthe group’s components: Segment Full scope audit Audits of specied balances Nigeria Nigeria East Africa Uganda Tanzania, Malawi, Kenya, Zambia andRwanda Francophone – Democratric Republic ofthe Congo,CongoBrazzaville, Niger, Chad, Gabon, Madagascar andthe Seychelles Central Airtel Africa plc and Shared service centre in India for the full scope components. Netherland holding company and shared service centre in India for other components in scope. Based on thisassessment our full scope audits covered 63%(March 2021: 44%) of prot before tax, 50% (March 2021: 55%)of revenue and 68% (March 2021:69%)of total assets. Our audits ofspecic account balances covered 37% (March 2021:55%) ofprot before tax, 49%(March 2021: 54%)of revenue and 31% (March 2021: 30%) of total assets. In total wecovered 100% (March 2021: 99%) of prot before tax, 99%(March 2021: 98%) ofrevenue and 99%(March 2021: 99%) oftotal assets. Revenue 50% 1% 49% Full audit scope Specified audit procedures Review atGroup level Profit beforetax 63% 0% 37% Full audit scope Specified audit procedures Review atGroup level Total assets 68% 1% 31% Full audit scope Specified audit procedures Review atGroup level 157 Airtel Africa plc Annual Report and Accounts 2022 Financial statements ![]() #### Independent auditor’s report #### to the members of Airtel Africa plc continued 7.2 Our consideration of the control environment 7.2.1 IT control environment As a business, the group isextremely reliant on technology. Therefore, eective technology controls areimportant notjust to address nancial risks, but also for other areassuch as operational, regulatory and reputational risk. Given the high volume, low value natureof the group’s transactions, reliance on the IT control environment is a fundamental part of the audit approach, not least for the revenue accountbalance. Our assessment of the IT control environment included testing general IT controls (such asuser access andIT change management), automated controls (such asappropriate conguration oftaris) and system generated reports (such asdaily recharge reports). The key systems inscope for the audit were the accounting and revenue recording systems (IN and Mobiquity), including revenue recording systems managed in country (such asthose relating to prepaid, mobile money and interconnect revenue) and the Group’s general ledger system. The group isheavily reliant onthird parties for the support and maintenance of these systems, and arrangements are inplace with arange of third-party IT providers and Bharti Airtel Limited. 7.2.2 Business processes Werelied oncontrols for ourfull scope audits and audits ofspecied balances over the prepaid revenue, interconnect revenue, mobile money revenue, expenditure and payables, property plant and equipment andpayroll cycles. Wedid not plan torely on consolidation, tax andlegal and regulatory controls asthese controls are largely manual and arenot suciently evidenced toenable us totest the controls. The controls around the recording ofleases under IFRS16 ‘Leases’ were not suciently precise for usto be able torely on them and consequently weperformed substantive testing toaddress the risk around leases anddid notidentifyany signicant ndings in these areas. 7.2.3 Governance controls Wepaid particular attention tothe governance of the relationship with the parent company and entity level controls. We did not identify any signicant ndings in these areas. 7.3 Our consideration of climate-related risks The Group hasdisclosed its Task force on climate-related nancial disclosures (TCFD)s onpages 54-58 ofthe Annual Report, including its governance process for managing climate related risks, the climate related risks and opportunities andhow these risks and opportunities are managed. Weassessed the TCFD recommended disclosures within the Annual Report and considered whether they arematerially consistent with the nancial statements and ourknowledge obtained in the audit We obtained an understanding of management’s process for considering the impact ofclimate-related risks. Weevaluated these risks toassess whether they werecomplete and consistent with our understanding of the entity and ourwider risk assessment procedures. The key focus wasthe impact ofclimate change onthe impairment review performed onthe Group’sassets, which principally isGoodwill. Management disclosed innote 15 tothe nancial statements that no reasonable possible change in any assumption underpinning the impairment review would lead to animpairment which includes the impact ofclimate change. Weassessed this aspart ofour work on impairment andagree with the conclusions drawn. 7.4 Working with other auditors All the in-scope components wereaudited by Deloitte member rms. The majority ofaccount balances aremanaged and audited at the shared service centre inIndia. Thisis supplemented bythe management and audit of account balances at each operating company and the Group head oce, nowin Dubai, previously in Nairobi. We visited the shared service centre in India and the group’s head oce inDubai when pandemic related travel restrictions were eased. Under normal circumstances wewould planto visit asample of the group’s operating companies. Given thecontinued pandemic related travel restrictions inAfrica, wewere unable toundertake anyvisits during the year. However,we held in-person meetings with the Nigerian and Ugandan component audit teamsand performed our reviews oftheir audit les inDubai. In response toour inability totravel to Africa, we undertook the following: • We held avirtual meeting with all component audit teams todiscuss and agree the planning and execution ofthe audit and with group management to communicate our audit strategy including keyaudit focus areas; • We remained in regular contact with all component teams throughout the year tounderstand keyissues and appropriately plan the year end audit. These interactions were increased during the keyaudit period andincluded direct calls between senior members ofthe Group andcomponent audit teams; • We held adaily call with Airtel management throughout the core period ofthe audit which also involved Deloitte India, who audit the shared service centre in India where the majority ofaccount balances are managed; and • We sent detailed instructions to our component audit teams, included them in ourteam briengs, and reviewed component auditors’ work papers with our direct access to their electronic audit systems. Financial statements 158 Airtel Africa plc Annual Report and Accounts 2022 ![]() 8. Other information The other information comprisesthe information includedin the annual report including the strategic report, the corporate governance report, the directors’ remuneration report and the directors’ report, other than the nancial statements andour auditor’s reportthereon. The directors are responsible for the other information contained within the annual report. Our opinion on the nancial statements does notcover the other information and, except tothe extent otherwise explicitly stated inour report, wedo not express any form ofassurance conclusion thereon. Our responsibility isto read the other information and, indoing so, consider whether the other information ismaterially inconsistent with the nancial statements or our knowledge obtained inthe course of the audit, orotherwise appears tobe materially misstated. If weidentifysuch material inconsistencies or apparent material misstatements, weare required todetermine whether this gives rise to amaterial misstatement in thenancial statements themselves. If, based on the work wehave performed, weconclude that there is a material misstatement ofthis other information, we arerequired to report that fact. Wehave nothing to reportin this regard. 9. Responsibilities of directors As explained more fully inthe directors’ responsibilities statement, the directors areresponsible forthe preparation ofthe nancial statements and forbeing satised that they give atrue andfair view, and for such internal control as the directors determine is necessary to enable the preparation ofnancial statements that arefree from material misstatement, whether due tofraud or error. In preparing the nancial statements, the directors areresponsible for assessing the group’s and the parent company’s ability to continue as a goingconcern, disclosing asapplicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or tocease operations, or haveno realistic alternative but to doso. 10. Auditor’s responsibilities for the audit of the nancialstatements Our objectives are toobtain reasonable assurance about whether the nancial statements as awhole are free from material misstatement, whether due tofraud orerror, and toissue anauditor’sreport that includes ouropinion. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when itexists. Misstatements can arise from fraud orerror andare considered material if, individually or in the aggregate, they could reasonably be expected toinuence the economic decisions of users taken onthe basis ofthese nancial statements. A further description of our responsibilities for the audit of the nancial statements is located onthe FRC’swebsite at: www.frc.org.uk/auditorsresponsibilities. This description forms part of ourauditor’sreport. 11. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances ofnon-compliance with laws andregulations. Wedesign procedures inline with our responsibilities, outlined above, to detect material misstatements in respect ofirregularities, including fraud. The extent towhich our procedures are capable of detecting irregularities, including fraud is detailedbelow. 11.1 Identifying and assessing potential risks related toirregularities In identifying and assessing risks ofmaterial misstatement inrespect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, keydrivers for directors’remuneration, bonus levels and performance targets; • results of our enquiries of management, internal audit and the Audit and Risk committee about their ownidentication andassessment of the risks of irregularities; • any matters we identied having obtained and reviewed the group’s documentation of their policies and procedures relating to: – identifying, evaluating andcomplying with laws and regulations andwhether theywereaware ofanyinstances of non-compliance; – detecting andresponding tothe risks of fraud and whether they haveknowledge ofany actual, suspected or alleged fraud, including assessing the risk of fraud in thesignicant transactions undertaken bythe group during the yearas disclosed in note 5 to the nancial statements andAirtel Money; and – the internal controls established tomitigate risks offraud or non-compliance with laws andregulations. • the matters discussed among the audit engagement team including signicant component audit teamsand involving relevant internal specialists, including tax, mobile money, valuations, and IT regarding how and where fraud mightoccur inthe nancial statements and any potential indicators offraud. As a result ofthese procedures, weconsidered the opportunities and incentives thatmay exist within the organisation for fraud and identied the greatest potential forfraud inthe following areas: Prepaid revenue, mobile money revenue and the classication of legal cases. Incommon with all audits under ISAs (UK), weare also required to perform specic procedures torespond tothe risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had adirect eect on the determination of material amounts and disclosures inthe nancial statements. The key laws and regulations we considered inthis context included the UK Companies Act andrelevant tax legislation inthe jurisdiction that the group operates. In addition, weconsidered provisions of other laws andregulations that do not havea direct eect onthe nancial statements but compliance with which may befundamental tothe group’sability tooperate or to avoid amaterial penalty.This primarily includes the regulations set by the telecommunication and Airtel Money regulator within each operating entity and the relevant nancial regulations which governs thecomponents. 159 Airtel Africa plc Annual Report and Accounts 2022 Financial statements ![]() #### Independent auditor’s report #### to the members of Airtel Africa plc continued 11.2 Auditresponsetorisks identied As a result ofperforming the above, we identied prepaid revenue, mobile money revenue andthe classication oflegal cases as key audit matters related tothe potential risk offraud or non-compliance with laws andregulations. The keyaudit matters section of ourreport explains the matter in more detail and also describes the specic procedures weperformed in response to those keyaudit matters. In addition to the above, our procedures to respond to risks identied includedthe following: • reviewing the nancial statement disclosures and testing to supporting documentation toassess compliance with provisions of relevant laws andregulations described ashaving adirect eect on the nancial statements; • enquiring ofmanagement, the audit andrisk committee and in-house legal counsel concerning actual and potential litigation and claims; • performing analytical procedures to identify any unusual or unexpected relationships that mayindicate risks of material misstatement due to fraud; • reading minutes of meetings ofthose charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax authorities; • in addressing the risk of fraud through management override of controls, testing the appropriateness ofjournal entries including enhanced testing ofmanual journal entries bearing certain specic words of interest in its narration andother adjustments; assessing whether the judgements madein making accounting estimates are indicative of a potential bias; and evaluating the business rationale of anysignicant transactions that areone-o or unusual and are outside the normal course of business; and • In addressing the risk of fraud through Airtel Money,further toour procedures over management override asabove, we engaged IT specialists toperform tests on Mobiquity’ sgeneral IT controls including tests on user access, assessed the adequacy of the Know-Your-Customer (KYC) process andassessed the reasonableness of the monetary limits in place for transfers through Airtel Money. Wealso communicated relevant identied laws and regulations and potential fraud risks toall engagement team members including specialists and component audit teams and remained alert to any indications offraud ornon-compliance with laws andregulations throughout the audit. #### Report on other legal and regulatory #### requirements 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the directors’ remuneration report to be audited has been properly prepared inaccordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the nancial year forwhich the nancial statements are prepared isconsistent with the nancial statements; and • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. In the light ofthe knowledge and understanding ofthe group and the parent company and their environment obtained in the course of the audit, wehave not identied any material misstatements in the strategic report orthe directors’ report. 13. Corporate GovernanceStatement The Listing Rules require us toreview the directors’ statement in relation togoing concern, longer-term viability and that part ofthe Corporate Governance Statement relating to the group’scompliance with the provisions ofthe UKCorporate Governance Code specied for our review. Based on the work undertaken aspart of ouraudit, we have concluded that each ofthe following elements ofthe Corporate Governance Statement ismaterially consistent with thenancial statements and ourknowledge obtained during the audit: • the directors’ statement with regards tothe appropriateness of adopting the going concern basis of accounting and any material uncertainties identied set out onpage 166; • the directors’ explanation asto its assessment ofthe group’s prospects, the period thisassessment covers and whythe period isappropriate set out onpages 87-88; • the directors’ statement on fair, balanced and understandable set out on page 108; • the board’sconrmation that ithas carried out a robust assessment of the emerging andprincipal risks set out on page 80; • the section of the annual reportthat describes the review of eectiveness ofrisk management and internal control systems set out on page 111; andthe section describing the work ofthe audit andrisk committee set out on page 106. Financial statements 160 Airtel Africa plc Annual Report and Accounts 2022 ![]() 14. Matters on which we are required to report byexception 14.1 Adequacy of explanations received and accounting records Under the Companies Act 2006 we arerequired toreport toyou if, in our opinion: • we have notreceived all the information and explanations we require for our audit; or • adequate accounting records havenot been kept bythe parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company nancial statements arenot in agreement with the accounting records andreturns. Wehave nothing to reportin respect ofthese matters. 14.2 Directors’ remuneration Under the Companies Act 2006 we arealso required toreportif inour opinion certain disclosures of directors’ remuneration have not been made or the part of the directors’ remuneration report to be audited is not inagreement with the accounting records and returns. Wehave nothing to reportin respect ofthese matters. 15. Other matters which we are required to address 15.1 Auditor tenure Following the recommendation of the audit and risk committee, we were appointed bythe Board inApril 2019 to audit the nancial statements forthe period ended 31 March 2019and subsequent nancial periods. The period oftotal uninterrupted engagement including previous renewals and reappointments of the rm isfour years, covering the years ended 31 March 2019 to 31 March 2022. 15.2 Consistency of the audit report with the additional report to the audit committee Our audit opinion is consistent with the additional reportto the audit and risk committee weare required toprovide inaccordance with ISAs (UK). 16. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3of Part 16 ofthe Companies Act 2006. Our audit work hasbeen undertaken so thatwe might state tothe company’smembers those matters weare required to state tothem in anauditor’sreportand for noother purpose. To the fullest extent permitted bylaw, wedo notaccept orassume responsibility toanyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we haveformed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance andTransparency Rule (DTR)4.1.14R, these nancial statements form part ofthe European Single Electronic Format (ESEF) prepared Annual Financial Reportled on the National Storage Mechanism of the UK FCA inaccordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s reportprovides no assurance over whether the annual nancial report has been prepared using the single electronic format specied inthe ESEF RTS. Wehave been engaged toprovide assurance onwhether the annual nancial report hasbeen prepared using the single electronic format specied in the ESEF RTS andwill report separately to the members onthis. Mark Goodey (FCA) (Senior statutory auditor) For and on behalf ofDeloitte LLP Statutory Auditor London,UnitedKingdom 10 May 2022 161 Airtel Africa plc Annual Report and Accounts 2022 Financial statements ![]() Financial statements 162 Airtel Africa plc Annual Report and Accounts 2022 #### Consolidated statement of comprehensive income (All amounts are in US$ millions unless stated otherwise) Notes For theyear ended 31 March 2022 31 March 2021 Income Revenue 6 4,714 3,908 Other income 10 11 4,724 3,919 Expenses Network operating expenses 817 694 Access charges 407 376 Licence fee and spectrum usage charges 244 198 Employee benets expense 7 297 275 Sales and marketing expenses 224 187 Impairment loss onnancial assets 5 7 Other operating expenses 451 382 Depreciation and amortisation 9 744 681 3,189 2,800 Operating prot 1,535 1,119 Finance costs 10 441 432 Finance income 10 (19) (9) Other non-operating income 11 (111) – Share ofprot from associate (0) (1) Prot before tax 1,224 697 Income tax expense 12 469 282 Prot for the year 755 415 Prot before tax (aspresented above) 1,224 697 Less: exceptional items (net) 11 (60) (14) Underlying prot before tax 1,164 683 Prot after tax (as presented above) 755 415 Less: exceptional items (net) 11 (62) (50) Underlying prot after tax 693 365 Other comprehensive income (OCI) Items to bereclassied subsequently to prot or loss: Loss due toforeign currency translation dierences (4) (147) Tax (expense)/credit on above (3) 9 Share of OCI of associate 1 0 Net loss on net investments hedge (8) (11) (14) (149) Items not to bereclassied subsequently to prot or loss: Remeasurement loss ondened benet plans (0) (0) Tax credit on above 0 0 (0) (0) Other comprehensive loss for theyear (14) (149) Total comprehensive incomefor the year 741 266 Prot for the year attributable to: 755 415 Owners of the Company 631 339 Non-controlling interests 124 76 Other comprehensive loss for the year attributable to: (14) (149) Owners of the Company (12) (140) Non-controlling interests (2) (9) Total comprehensive income for the year attributable to: 741 266 Owners of the Company 619 199 Non-controlling interests 122 67 Earnings per share Basic 13 16.8 cents 9.0 cents Diluted 13 16.8 cents 9.0 cents ![]() 163 Airtel Africa plc Annual Report and Accounts 2022 Financial statements #### Consolidated statement of nancial position (All amounts are in US$ millions unless stated otherwise) Notes As of 31 March 2022 31 March 2021 Assets Non-currentassets Property, plant and equipment 14 2,214 2,066 Capital work-in-progress 14 189 166 Right-of-use assets 30 1,109 799 Goodwill 15 3,827 3,835 Other intangible assets 15 632 558 Intangible assets underdevelopment 15 2 177 Investment in associate 16 6 4 Financial assets – Investments 0 0 – Derivative instruments 17 3 6 – Others 7 17 Income tax assets (net) 22 33 Deferred tax assets (net) 12 222 314 Other non-current assets 18 134 112 8,367 8,087 Current assets Inventories 3 7 Financial assets – Derivative instruments 17 3 6 – Trade receivables 19 123 113 – Cash and cash equivalents 20 638 813 – Other bank balances 20 378 282 – Balance held under mobile money trust 513 440 – Others 21 124 66 Other current assets 18 215 147 Assets ofdisposal group classied as held forsale 34 – 31 1,997 1,905 Total assets 10,364 9,992 Current liabilities Financialliabilities – Borrowings 22 786 1,468 – Lease liabilities 30 323 240 – Derivative instruments 17 9 7 – Trade payables 404 366 – Mobile money wallet balance 496 432 – Others 23 428 448 Provisions 25 69 65 Deferred revenue 162 135 Current tax liabilities (net) 220 173 Other current liabilities 24 176 151 Liabilities ofdisposal group classied as held for sale 34 – 19 3,073 3,504 Net currentliabilities (1,076) (1,599) Non-currentliabilities Financialliabilities – Borrowings 22 1,486 1,871 – Lease liabilities 30 1,337 1,037 – Put option liability 5(g) 579 – – Derivative instruments 17 – 6 – Others 23 88 91 Provisions 25 20 25 Deferred tax liabilities (net) 12 114 81 Other non-current liabilities 24 18 24 3,642 3,135 Totalliabilities 6,715 6,639 Net assets 3,649 3,353 Equity Share capital 26 3,420 3,420 Retained earnings 27 3,436 2,975 Other reserves 27 (3,354) (2,990) Equity attributable toowners ofthe company 3,502 3,405 Non-controlling interests (NCI) 147 (52) Totalequity 3,649 3,353 The consolidated nancial statements (company registration number : 11462215 ) were approved by the Board of directors and authorised for issue on 10 May 2022 and were signed on its behalf by: Olusegun Ogunsanya Chief executive ocer 10 May 2022 ![]() Financial statements 164 Airtel Africa plc Annual Report and Accounts 2022 #### Consolidated statement of changes in equity (All amounts are in US$ millions unless stated otherwise) Equity attributable to owners of the company Non- controlling interests (NCI) Total equity Share capital Retained earnings (Note 27a) Other reserves Equity attributable to owners of the company No of shares 2 Amount Transactions with NCI reserve Other components of equity (Note27c) As of 1 April 2020 6,839,896,0813,4202,805(585)(2,252)3,388(107)3,281 Prot forthe year ––339––33976415 Other comprehensiveloss ––(0)–(140)(140)(9)(149) Total comprehensive income/(loss) ––339–(140)19967266 Transactions withowners of equity Employee share-based payment reserve ––(0)–00–0 Purchase of own shares ––––(4)(4)–(4) Transactions with NCI –––(9)–(9)1(8) Dividend to owners of the company ––(169)––(169)–(169) Dividend (including tax) to NCI 1 ––––––(13)(13) As of 31 March 2021 6,839,896,0813,4202,975(594)(2,396)3,405(52)3,353 Prot forthe year ––631––631124755 Other comprehensiveloss ––(0)–(12)(12)(2)(14) Total comprehensive income/(loss) ––631–(12)619122741 Transactions withowners of equity Employee share-based payment reserve ––(1)–32–2 Purchase of own shares ––––(6)(6)–(6) Transactions with NCI (refer to Note 5 (g) and (h)) –––(348)(1)(349)153(196) Dividend to owners of the company (refer to Note 5 (a) and (b)) ––(169)––(169)–(169) Dividend (including tax) to NCI 1 ––––––(76)(76) As of 31 March 2022 6,839,896,0813,4203,436(942)(2,412)3,5021473,649 1Dividend to NCI includes tax of $4m (March 2021: $0m) 2Includes ordinary and deferred shares, refer to Note 26 ![]() 165 Airtel Africa plc Annual Report and Accounts 2022 Financial statements #### Consolidated statement of cash ows (All amounts are in US$ millions unless stated otherwise) For theyear ended 31 March 2022 31 March 2021 Cash ows from operating activities Prot before tax 1,224 697 Adjustmentsfor: Depreciation and amortisation 744 681 Finance income (19) (9) Finance cost(s) 441 432 Share ofprot ofassociate (0) (1) Other non-operating income adjustment (refer to Note 5(c) to (f )) (111) – Other non-cash adjustments 1 (6) (15) Operating cash ow before changes in working capital 2,273 1,785 Changes inworkingcapital Increasein trade receivables (18) (8) Decrease/(Increase) in inventories 4 (4) Increase/(Decrease) in trade payables 34 (38) Increase in mobile money wallet balance 64 139 Increase in provisions 14 1 Increase in deferred revenue 27 17 Decrease in income received in advance – (1) Increase in other nancial and non nancial liabilities 50 18 Increase in other nancial and non nancial assets (144) (48) Net cash generated from operations before tax 2,304 1,861 Income taxes paid (293) (195) Net cash generated from operating activities (a) 2,011 1,666 Cash ows from investing activities Purchase of property, plantand equipment and capital work-in-progress (717) (645) Proceeds from sale of tower assets (refer to Note 5(c) and (d)) 171 – Purchase of intangible assets (22) (270) Maturity of deposits with bank 301 – Investment in deposits with bank 2 (388) (257) Proceeds from sale of tower subsidiary (net of cash acquired) (refer to Note 5(e) and (f)) 79 – Interest received 19 14 Net cash used ininvesting activities (b) (557) (1,158) Cash ows from nancing activities Proceeds from sale of shares to non-controlling interests (refer to Note 5(g)) 550 – Acquisition of non-controlling interests (refer to Note 5(h)) (164) (7) Purchase of own shares by ESOP trust (6) (4) Proceeds from issue of shares to non-controlling interests 2 – Proceeds from borrowings 973 407 Repayment of borrowings (2,115) (265) Repayment of lease liabilities (251) (208) Dividend paid to non-controlling interests (48) (9) Dividend paid to owners of the Company (169) (169) Interest on borrowings andlease liabilities andother nance charges (370) (317) Payment on maturity of derivatives (9) (3) Net cash used innancing activities (c) (1,607) (575) Decrease in cash and cash equivalents during the year (a+b+c) (153) (67) Currency translation dierences relating tocash andcash equivalents (3) (17) Cash and cash equivalents as at beginning of the year 1,003 1,087 Cash and cash equivalents as atend of the year (refer to Note 20) 3 847 1,003 1For the year ended 31 March 2022, this mainly includes movement in trade receivables impairment and other provisions. For the year ended 31 March 2021, this mainly includes recognition of revenue pertaining to earlier years on a cumulative catch-up basis, arising out of a non-cash settlement agreement entered with a customer in one of the Group’s subsidiaries in Niger 2Includes investment in deposits with original maturity of more than three months and deposits placed against certain borrowings. These are included within other bank balances in the consolidated statement of nancial position 3Includes balance held under mobile money trust of $513m (2021: $440m) on behalf of mobile money customers which are not available for use by the Group ![]() Financial statements 166 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements (All amounts are in US$ millions unless stated otherwise) 1. Corporate information Airtel Africa plc (‘the company’) is a public company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales (registration number 11462215). The registered address of the company is First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom. The company listed on the London Stock Exchange (LSE) on 3 July 2019 and on the Nigerian Stock Exchange (NGX) on 9 July 2019. The company is a subsidiary of Airtel Africa Mauritius Limited (‘the parent’), a company registered in Mauritius. The registered address of the parent is c/o IQ EQ Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis, 11324, Mauritius. The company, together with its subsidiary undertakings (hereinafter referred to as ‘the Group’) has operations in Africa. The principal activities of the Group and its associate consist of the provision of telecommunicationsand mobile money services. 2.Summary of signicantaccounting #### policies 2.1 Basis of preparation The consolidated nancial statements have been prepared in accordance with the requirements of the Companies Act 2006 and International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and approved for use in the United Kingdom (UK) by the UK Accounting Standards Endorsement Board (UKEB). All the amounts included inthe nancial statements are reported in United States dollars, with all values rounded to the nearest million ($m) except when otherwise indicated. Further, amounts which are less than half a million are appearing as ‘0’. The accounting policies as set out in the following paragraphs of this note have been consistently applied by all the Group’s entities to all the periods presented inthese nancial statements. New and amended standards and interpretations that are eective forthe current year No new IFRS issued during the year is applicable to the Group. Amendments to existing IFRSs have been applied by the Group as required, however, these amendments do not have any material impact on the Group’s nancial statements. The list ofnewly issued amendments is as follows: • Amendments to IFRS 4 Insurance Contracts – Extension of the Temporary Exemption from Applying IFRS 9. • Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases – Interest Rate Benchmark Reform (Phase 2). • Amendments to IFRS 16 Leases – Covid-19-related Rent Concessions beyond 30 June 2021. 2.2. Basis of measurement The nancial statements havebeen prepared on the historical cost basis except for nancial instruments that aremeasured atfair value at the end of each reporting period as explained in the accounting policies below. Historical cost is based on the fair value of the consideration given in exchange for goods and services. Fairvalue measurement Fair value is the price at the measurement date at which an asset can be sold or the price paid to transfer a liability in an orderly transaction between market participants. The Group is required to classify the fair valuation method of the nancial/non-nancial assets and liabilities either measured or disclosed atfair value inthe nancial statements using athree level fair-value hierarchy (which reects the signicance of inputs used in the measurement of fair value). Accordingly, the Group uses valuation techniques that are appropriate in the circumstances and for which sucient data isavailable tomeasure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. The three levels of the fair-value hierarchy are described below: • Level 1 – Quoted (unadjusted) prices for identical assets or liabilities in active markets. • Level 2– Signicant inputs tothe fair value measurement are directly or indirectly observable. • Level 3– Signicant inputs tothe fair value measurement are unobservable. Going concern These consolidated nancial statements havebeen prepared on a going concern basis. In making this going concern assessment, the Group hasconsidered cash ow projections toJune 2023under both base and reasonable worst case scenarios taking into considerations its principal risks and uncertainties, including a reduction in revenue and EBITDA and asignicant devaluation ofthe various currencies in the countries in which the Group operates, including the Nigerian Naira. As part of this evaluation, the Group has considered available ways to mitigate these risks and uncertainties and has also considered committed undrawn facilities of $424m expiring beyond the going concern assessment period (total committed undrawn facilities as of the date ofauthorisation ofthese consolidated nancial statements are $587m), which will fulll the Group’s cash owrequirement under both the base and reasonable worst case scenarios. Having considered all the factors above impacting the Group’s businesses, the impact of downside sensitivities, and the mitigating actions available, including a reduction and deferral of capital expenditure, the directors aresatised that the Group has adequate resources to continue its operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the consolidated and company only nancialstatements. 2.3 Basis of consolidation a. Subsidiaries The consolidated nancial statements incorporate the nancial statements of the company and entities controlled by the company (its subsidiaries) up to 31 March each year. The Group controls an entity when it is exposed to or has right to variable return from its involvement with the entity and hasthe ability to aect those returns through its power (that is, existing rights that give it the current ability to direct the relevant activities) over the entity. The Group re-assesses whether or not it controls the entity, if the underlying facts and circumstances indicate a change in the above-mentioned parameters that determine the existence of control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group, and they are de-consolidated from the date that control ceases. No subsidiaries are excluded from the Group consolidation. Non-controlling interests is the equity in a subsidiary not attributable to the parent and is presented separately from the parent’s equity. Non-controlling interests consist of the amount at the date of the business combination and its share of changes in equity since thatdate. Prot or loss and other comprehensive income/loss are attributed to the controlling and non-controlling interests in proportion to their ownership interests, even if this results in the non-controlling interests having a decit balance. However, in cases where there are binding contractual arrangements that determine the attribution of the earnings, the attribution specied bysuch arrangement is considered. ![]() 167 Airtel Africa plc Annual Report and Accounts 2022 Financial statements The Group may write a put option or enter into an agreement with the non-controlling shareholders in the Group’s subsidiaries to purchase their equity interest inthe subsidiary, for cash oranother nancial asset. These contracts giverise toa nancial liability forthe present value of the likely redemption amount. This is the case even if the contract itself is an equity instrument or even if the obligation to purchase the equity interest is conditional on the counterparty exercising aright toredeem. The nancial liability isrecognised initially at the present value of the likely redemption amount by debiting equity (‘Transactions with NCI reserve’) while continuing to recognise the non-controllinginterest, if thenon-controllingshareholders continue to have present access to returns on the underlying equity interest of the subsidiary.Subsequently,the nancial liability isre-measured in accordance with IFRS 9i.e. through prot and loss. If the contract expires without delivery,the carrying amount of the nancial liability is reclassied toequity (‘Transactions with NCI reserve’).If the option is exercised, the corresponding non-controlling interest to the extent shares are re-acquired from non-controlling shareholders is de-recognised at the same time as the put option. The prot or losson disposal ofa subsidiary(associated with loss of control) is recognised in the consolidated statement of comprehensive income being the dierence between (i) the aggregate of the fair value of consideration received and the fair value of any retained interest, and (ii) the previous carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. In addition, any amounts previously recognised in other comprehensive income in respect of the de-consolidated entity, are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in the other comprehensive income arere-classied toprot andloss. Anyretained interest in the entity is remeasured to its fair value with the resultant change incarrying value being recognised inthe prot and loss. A change in the ownership interest of a subsidiary, without a change of control, is accounted for as a transaction with equity holders. Any dierence between the amount of the adjustment to non- controlling interests and any consideration exchanged is recognised in ‘transactions with NCI reserve’, within equity. b. Associate An associate isan entity overwhich the Group hassignicant inuence. Signicant inuence isthe power toparticipate inthe nancial and operating policy decisions of the investee but is not control or joint control over those policies. An investment in an associate is accounted for using the equity method from the date onwhich Group starts exercising signicant inuence overthe associate. At each reporting date, the Group determines whether there is objective evidence that the investment is impaired. If there is such evidence, the Group calculates the amount of the impairment as the dierence between the recoverable amount of the investment and its carrying value. c. Method of consolidation The stand-alone nancial statements ofsubsidiaries are fully consolidated on a line-by-line basis after adjusting for business combination adjustments. Intra-group balances and transactions, andincome andexpenses arising from intra-group transactions, are eliminated while preparing the consolidated nancial statements. Thegains resulting from intra-group transactions are also eliminated. Similarly, the losses are eliminated, unless the transaction provides evidence as to impairment of the asset transferred. The Group’s investment in its associate is accounted for using the equity method. Accordingly, the investment is carried at cost less any impairment loss, as adjusted for post-acquisition changes in the Group’s share of the net assets of the investee. Any excess of the cost over the Group’s share of net assets in its associate at the date of acquisition is presented as goodwill. The goodwill is included within the carrying amount of the investment. The unrealised gains/losses resulting from transactions with the associate are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the Group’s subsidiaries and associates are aligned wherever necessary, to ensure consistency with the accounting policies that are adopted by the Group under IFRS. 2.4Business combinations The Group accounts for business combinations using the acquisition method of accounting, accordingly, the identiable assets acquired and the liabilities assumed in the acquisition are recorded at their acquisition date fair values (except certain assets and liabilities which are required to be measured as per the applicable standards) and the non-controlling interest is initially recognised at the non-controlling interest’s proportionate shareof the acquiree’snet identiable assets. The consideration transferred for the acquisition of a subsidiary is the aggregation of the fair values of the assets transferred, the liabilities incurred or assumed and the equity interests issued by the Group in exchange for control of the acquiree. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classied asan asset orliability is subsequently measured at fair value with changes in fair value recognised in prot orloss. Contingent consideration that isclassied as equity is not re-measured and its subsequent settlement is accounted for within equity. The excess of the consideration transferred, along with the amount of any non-controlling interests in the acquiree and the acquisition- date fair value (with the resulting dierence being recognised in the consolidated statement of comprehensive income) of any previous equity interest in the acquiree, over the fair value of the Group’s share ofthe identiable net assets acquired isrecorded asgoodwill. Acquisition-related costs are expensed in the period in which the costs areincurred. If the initial accounting for a business combination is incomplete as at the reporting date in which the combination occurs, the identiable assets and liabilities acquired ina business combination are measured at their provisional fair values at the date of acquisition. Subsequent adjustments to the provisional values are made within the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date; otherwise the adjustments are recorded in the period in which they occur. A contingent liability recognised in a business combination is initially measured at its fair value. Subsequent to initial recognition, it is measured at the higher of: (i)the amount that would be recognised in accordance with IAS 37, ‘Provisions, Contingent Liabilities and Contingent Assets’, and (ii)the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with IFRS 15 ‘Revenue from Contracts with Customers’. Common control transactions Transactions arising from the transfer of assets/liabilities as an interest in entities or businesses between entities that are under common control, are accounted for at their historical carrying values. The dierence between theconsideration paid/received and the historic carrying values of the assets/liabilities and interests in entities acquired/disposed is recorded within retained earnings. ![]() Financial statements 168 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 2.Summary of signicantaccounting #### policies continued 2.5 Foreigncurrency transactions a. Functional and presentation currency The items included within the nancial statements ofeach ofthe Group’s entities are measured using the currency of the primary economic environment in which each entity operates (i.e. ‘functional currency’). The nancial statements arepresented inUS dollar, which isalso the functional and presentation currency of the company. b. Transactions and balances For the purpose of presenting the consolidated nancial statements, transactions in foreign currencies are initially recorded in the relevant functional currency at the rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the closing exchange rate prevailing as at the reporting date with the resulting foreign exchange dierences,onsubsequent re-statement/settlement, recognised in the consolidated statement of comprehensive income within nance costs/nance income. Non-monetary assets andliabilities denominated in foreign currencies are translated into the functional currency using the exchange rate prevalent, at the date of initial recognition (in case they are measured at historical cost) or at the date when the fair value is determined (in case they are measured at fair value) –with the resulting foreign exchange dierence, on subsequent re-statement/settlement, recognised inthe prot andloss, except to the extent that it relates to items recognised in the other comprehensive income or directly in equity. The equity items denominated in foreign currencies are translated at historical exchange rate. c. Foreign operations The assets and liabilities of foreign operations (including goodwill and fair value adjustments arising on the acquisition of foreign entities) are translated into US dollars at the exchange rates prevailing at the reporting date. Items recognised in prot and loss aretranslated into US dollars at monthly average exchange rates with equity translated at the historical rate. The resulting exchange dierences are recognised in other comprehensive income and held within the foreign currency translation reserve (FCTR), a component of equity. On disposal of a foreign operation (that is, disposal involving loss of control), the component of other comprehensive income relating to that particular foreign operation is reclassied toprot or loss. Exchange dierences arising onmonetary items that form part of the Group’s net investment in a foreign operation are recognised initially in other comprehensive income and reclassied from equity to prot or loss on disposal of the net investment. 2.6Current versus non-current classication The Group presents assets and liabilities in the statement of nancial position based on current/non-current classication. Deferred tax assets and liabilities, and all assets and liabilities which are notcurrent (as discussed inthe below paragraphs) areclassied as non-current assets and liabilities. An asset isclassied ascurrent when itis expected tobe realised or intended to be sold or consumed in the Group’s normal operating cycle, held primarily for the purpose of trading, expected to be realised within 12 months after the reporting period, is a cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. A liability isclassied ascurrent when itis expected tobe settled in the Group’s normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within 12 months after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. Derivatives designated in hedging relationship and separated embedded derivatives are classied based on the hedged item and the host contract, respectively. 2.7 Property, plant and equipment (PPE) and capital work-in-progress An item is recognised as an asset, if and only if, it is probable that the future economic benets associated with the item will ow tothe Group and its cost can be measured reliably. PPE is initially recognised at cost. The initial cost of PPE comprises its purchase price (including non-refundable duties and taxes and after deducting trade discounts and rebates), and any directly attributable cost of bringing the asset to its working condition and location for its intended use. Further, it includes assets installed on the premises of customers where the associated risks, rewards and control remain with the Group. Subsequent to initial recognition, PPE is stated at cost less accumulated depreciation and any impairment losses. When signicant parts ofPPE arerequired tobe replaced atregular intervals, the Group recognises such parts as a separate component of each asset. When an item of PPE is replaced, its carrying amount is de-recognised from the statement ofnancial position and the cost of the new item of PPE is recognised. The expenditure incurred after an item of PPE is ready to use, such as repairs and maintenance, are charged to the consolidated statement of comprehensive income in the period in which such costs are incurred. However, in situations where the said expenditure can be measured reliably,and isprobable that future economic benets associated with it will ow tothe Group, it isincluded in the asset’s carrying value or as a separate asset, as appropriate. Depreciation on PPE is computed using the straight-line method over the PPE’s estimated useful lives. Freehold land is not depreciated as it has an unlimited useful life. The Group has established the estimated range ofuseful lives for dierent categories ofPPE as follows: Categories Years Leaseholdimprovement Period of lease or 10 –20 years, as applicable, whichever is less Buildings 20 Plant and equipment –Network equipment (including passive infrastructure) 3 – 25 Computer 3 – 5 Furniture and xture and oce equipment 1 – 5 Vehicles 5 The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately,at least, as ateach nancial year end so as to ensure that the method and period of depreciation are consistent with the expected pattern ofeconomic benets from these assets. The eect ofany change inthe estimated useful lives, residual values and/or depreciation method are accounted for prospectively, with depreciation calculated over the PPE’s remaining revised useful life. The cost and the accumulated depreciation for PPE sold, scrapped, retired or otherwise disposed of are de-recognised from the statement of nancial position andthe resulting gains/(losses)are included in the consolidated statement of comprehensive income within other expenses/other income. ![]() 169 Airtel Africa plc Annual Report and Accounts 2022 Financial statements PPE in the course of construction less any accumulated impairment is carried at cost and presented separately as capital work-in-progress (CWIP)(including capital advances)in the statement ofnancial position until ready for use at which point it is transferred to PPE and subsequently depreciated. Such cost comprises the purchase price (including non-refundable duties and taxes but excluding any trade discounts and rebates), and any other directly attributable costs. 2.8 Intangible assets Identiable intangible assets are recognised when the Group controls the asset, it isprobable that future economic benets attributed to the asset will ow tothe Group and thecost ofthe asset can be measured reliably. Goodwill represents the cost of the acquired businesses in excess of the fairvalue of identiable net assets acquired (referto Note 2.4). Goodwill is not amortised; however, it is tested for impairment (refer to Note 2.9) and carried at cost less accumulated impairment losses if any. The gains/(losses) on the disposal of a cash-generating unit (CGU) includes the carrying amount of goodwill relating to the CGU sold (in case goodwill has been allocated to a group of CGUs; it is determined based on the relative value of the operations sold). Intangible assets that are acquired in a business combination are initially recognised at fair value at the acquisition date. Other intangible assets are recognised at cost which includes its purchase price and cash price equivalent of deferred payments beyond normal credit terms, if any. Intangible assets with denite useful life arecarried at cost less accumulated amortisation and any impairment losses. Amortisation is computed using the straight-line method over the expected useful life. Subsequent expenditure on intangible assets is capitalised only when it increases the future economic benets embodied in the specic asset to which it relates. All other expenditure, is recognised in prot or loss as incurred. The Group hasestablished the estimated useful lives of dierent categories of intangible assets as follows: • Software Software isamortised over the software licence period, generally not exceeding three years. • Licences(including spectrum) Acquired licences and spectrum are amortised commencing from the date when the related network is available for intended use in the relevant jurisdiction over the relevant licence period. The useful lives generally range from 2 to 25 years. In addition, the Group incurs a fee on licences/spectrum that is calculated based on the revenue of the licensee entity. These fees are recognised as a cost in the consolidated statement of comprehensive income when incurred. • Other acquired intangible assets Other acquired intangible assets include customer relationships which are amortised over the estimated life of such relationships generally ranging from one yearto veyears. The useful lives and the amortisation method is reviewed and adjusted appropriately, at least ateach nancial yearend soas toensure that the method and period of amortisation is consistent with the expected pattern ofeconomic benets from these assets. The eect of any change in the estimated useful lives and/or amortisation method is accounted for prospectively, and accordingly, the amortisation is calculated over the remaining revised useful life. Further, the cost of intangible assets under development includes these spectrum allotted to the Group and related costs for which services are yet to be rolled out are presented separately in the statement ofnancial position. • Internally-generated intangible assets – research and development expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated: • The technical feasibility of completing the intangible asset so that it will be available for use or sale • The intention to complete the intangible asset and use or sell it • The ability to use or sell the intangible asset • The intangible asset will generate probable futureeconomic benets • The availability ofadequate technical, nancial and other resources to complete the development and to use or sell the intangible asset • The ability to measure reliably the expenditure attributable to the intangible asset during its development The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset rst meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure isrecognised in prot or loss inthe period in which it is incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. 2.9 Impairment ofnon-nancial assets a. Goodwill Goodwill is tested for impairment, at least annually or earlier, in case circumstances indicate that the carrying value may exceed the recoverable amount (higher of fair value less costs to sell and the value-in-use). For the purpose of impairment testing, goodwill is allocated to a cash-generating-unit (CGU) or group of CGUs (CGUs) which areexpected tobenet from the acquisition-related synergies and represent the lowest level within the entity at which the goodwill is monitored for internal management purposes, but not higher than an operating segment. ACGU isthe smallest identiable group of assets that generates cash inows that arelargely independent ofthe cash inows from other assets or group ofassets. Impairment occurs when the carrying value of a CGU/CGUs, including the goodwill, exceeds the estimated recoverable amount of the CGU/ CGUs. The recoverable amount of a CGU/CGUs is the higher of its fair value less costs to sell and its value in use. Value-in-use is the present value of future cash ows expected tobe derived from the CGU/CGUs. The total impairment loss ofa CGU/CGUs isallocated rst toreduce the carrying value of goodwill allocated to that CGU/CGUs and then to the other assets of that CGU/CGUs – on pro-rata basis of the carrying value of each asset. ![]() Financial statements 170 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 2.Summary of signicantaccounting #### policies continued b. Property,plant and equipment, Right-of-use assets, Intangible assets and intangible assets under development At each reporting period date, the Group reviews the carrying amounts of its PPE, right-of-use assets, CWIP and nite-lived intangible assets to determine whether there is any indication that those assets have suered an impairment loss. Intangible assets under development are tested for impairment, at least annually or earlier, in case circumstances indicate that it may be impaired. For the purpose of impairment testing, the recoverable amount (that is, higher of the fair value less costs to sell and the value-in-use) is determined on an individual asset basis, unless the asset does not generate cash ows that are largely independent of those from other assets, in which case the recoverable amount is determined at the CGU level to which the asset belongs. If individual assets or a CGU are considered to be impaired, the impairment recognised in the consolidated statement of comprehensive income is measured by the amount by which the carrying value of the asset/CGU exceeds the estimated recoverable amount and is allocated on pro-rata basis. c. Reversal of impairment losses Impairment loss in respect of goodwill is not reversed. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal isrecognised in the statement ofprot orloss. 2.10 Financial instruments a. Recognition, classication and presentation Financial instruments are recognised inthe statement of nancial position when the Group becomes a party to the contractual provisions ofthe nancial instrument. The Group determines the classication ofits nancial instruments at initial recognition. The Group classies its nancial assets into the following categories: • those to be measured subsequently at fair value (either through other comprehensive income, orthrough prot or loss); and • those to be measured at amortised cost. The Group does not haveany nancial instruments classied as fair value through other comprehensive income. The classication depends onthe entity’s business model for managing the nancial assets and the contractual terms ofthe cash ows. The Group hasclassied allnon-derivative nancial liabilities as measured at amortised cost. Financial assets with embedded derivatives are considered in their entirety fordetermining the contractual terms ofthe cash ow and accordingly, embedded derivatives are not separated. However, derivatives embedded innon-nancial instrument/nancial liabilities (measured atamortised cost) host contracts areclassied asseparate derivatives if their economic characteristics and risks are not closely related to those of the host contracts. Financial assets and liabilities arising from dierent transactions are o-set against each other and the resultant netamount is presented in the statement of nancial position, if andonly when, the Group currently hasa legally enforceable right toset-o the related recognised amounts and intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously. The amounts held by electronic account holders in their mobile money wallets are presented separately in the Balance Sheet as ‘mobile money wallet balance’. The amounts held in bank on behalf of such electronic account holders are restricted for use by the Group and are presented as ‘balance held under mobile money trust’. b. Measurement –Non-derivative nancial instruments I. Initial measurement All nancial assets arerecognised initially atfair value plus, in the case of nancial assets not recorded at fairvalue through prot or loss, transaction costs that areattributable tothe acquisition ofthe nancial asset. All nancial liabilities are recognised initially atfair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Other transaction costs are expensed as incurred in the consolidated statement of comprehensive income. The transaction price isgenerally the best evidence ofthe nancial instrument’s initial fair value. However, it is possible for an entity to determine that the instrument’s fair value is not the transaction price. The dierence between thetransaction amount and the fair value (if any) is accounted for as follows: • The dierence is recognised as again or loss inthe statement of comprehensive income only if fair value is evidenced by a quoted price in an active market for an identical asset or liability (that is, a Level 1 input) or based on a valuation technique that uses only data from observable markets. • In all other cases, an entity recognises the instrument at fair value and defers the dierence between the fairvalue at initial recognition and the transaction price in the statement ofnancial position. II. Subsequent measurement –nancial assets The subsequent measurement ofnon-derivative nancial assets depends on their classication asfollows: • Financial assets measured at amortised cost Assets that areheld for the collection ofcontractual cash ows where those cash ows represent solely payments ofprincipal andinterest are measured at amortised cost using theeective interest rate (EIR) method (if the impact of discounting/any transaction costs is signicant).Interest income from these nancial assets isincluded in nanceincome. EIR is the rate that exactly discounts the estimated future cash receipts or payments over the expected life ofthe nancial instrument or a shorter period, where appropriate, to the gross carrying amount of the nancial asset or tothe amortised cost ofa nancial liability. • Financial assets atfair value through prot or loss (FVTPL) All equity instruments and nancial assets thatdo notmeet the criteria for amortised cost or fair value through other comprehensive income (FVTOCI) are measured at FVTPL. Interest (based on the EIR method) and dividend income from nancial assets atFVTPL isrecognised in prot and loss within nance income/nance costs separately from the other gains/losses arising from changes in the fair value. Impairment The company assesses on a forward-looking basis the expected credit losses associated with its assets carried at amortised cost and debt instrument carried at FVTOCI. The impairment methodology applied depends on whether there has been asignicant increase in credit risk since initial recognition. If credit risk has notincreased signicantly, 12 month expected credit loss (ECL) is used to provide for impairment loss, otherwise lifetime ECL is used. ![]() 171 Airtel Africa plc Annual Report and Accounts 2022 Financial statements However, in case of trade receivables and contract assets, the Group applies the simplied approach which requires expected lifetime losses to be recognised from initial recognition of the receivables. III. Subsequent measurement –nancial liabilities Financial liabilities are subsequently measured at amortised cost using the EIR method (if the impact of discounting/any transaction costs is signicant). c. Measurement –derivative nancial instruments Derivative nancial instruments, including separated embedded derivatives that are not designated as hedging instruments in a hedging relationship areclassied as nancial instruments atfair value through prot orloss. Such derivative nancial instruments areinitially recognised at fair value. They are subsequently measured at their fair value, with changes infair value being recognised inprot orloss within nance income/nance costs. In cases, where the initial fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on observable inputs, on subsequent measurement, the dierence between initial fairvalue and transaction price isrecognised inprot or loss on an appropriate basis (e.g. straight line) over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. d. Hedging activities I. Fairvalue hedge Some ofthe Group’s entities mayuse derivative nancial instruments (e.g. interest rate swaps) to manage/mitigate their exposure to the risk of change in fair value of the borrowings. The Group may designate certain interest swaps to hedge the risk of changes in fair value of recognised borrowings attributable to the hedged interest rate risk. The eective and ineective portion of changes in the fairvalue of derivatives that are designated and qualify as fair value hedges are recorded inprot andloss within nance income/nance costs, together with any changes in the fair value of the hedged liability that is attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item isamortised to prot or loss overthe period to remaining maturity of the hedged item. II. Cashow hedge Some ofthe Group’s entities mayuse derivative nancial instruments (e.g. foreign currency forwards, options, swaps) to manage their exposure to foreign exchange and price risk. Further, the Group may designate certain derivative nancial instruments (or its components) as hedging instruments for hedging the exchange rate risk attributable to either a recognised item or a highly probable forecast transaction (cash ow hedge). The eective portion of changes in the fair value of derivative nancial instruments (or its components) that are designated and qualifyas cash ow hedges, arerecognised inother comprehensive income and held within the cashow hedge reserve (CFHR) – within other components of equity. Any gains/(losses) relating tothe ineective portion, arerecognised immediately in prot orloss within nance income/nance costs. The amounts accumulated inequity are re-classied tothe prot and loss inthe periods when the hedged item aects prot/(loss). When ahedging instrument expires or issold, or when acash ow hedge no longer meets the criteria for hedge accounting, any cumulative gains/(losses) existing in equity at that time remains in equity and is recognised (on the basis as discussed in the above paragraph) when the forecast transaction is ultimately recognised in the prot and loss. However, at anypoint of time, when a forecast transaction is no longer expected to occur, the cumulative gains/ (losses) that were reported in equity is immediately transferred to the prot andloss within nance income/nance costs. III. Net investment hedge The Group on a time to time basis hedges its net investment in certain foreignsubsidiaries. Accordingly, anyforeign exchangedierences on the hedging instrument (e.g. borrowings)relating to the eective portion of the hedge is recognised in other comprehensive income within the foreign currency translation reserve (FCTR) – within other components ofequity,so as tooset the change inthe value ofthe net investment being hedged. The ineective portion of the gainor loss on these hedges isimmediately recognised inprot orloss. The amounts accumulated inequity are included in the prot and loss when the foreign operation is disposed or partially disposed. e. Derecognition Financial liabilities arederecognised from the statement of nancial position when the underlying obligations are extinguished, discharged, lapsed, cancelled, expired or legally released. Financial assets are derecognised from the statement of nancial position when the rights to receive cash ows from the nancial assets haveexpired, or have been transferred and the Group has transferred substantially all risks and rewards ofownership. The dierence inthe carrying amount and consideration is recognised in the consolidated statement of comprehensive income. 2.11 Leases At inception of a contract, the Group assesses a contract as, or containing, a lease if the contract conveys the right to control the use of anidentied asset for aperiod oftime in exchange for consideration. To assess whether a contract conveys the right to control the use of an identied asset, the Group assesses whether the contract involves the use ofan identied asset, the Group hasthe right to obtain substantially allof the economic benets from use ofthe asset throughout the period of use; and the Group has the right to direct the use of the asset. a. Group as a lessee The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee in the statement of nancial position. The lease liability isinitially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease liabilities include the net present value of xed payments (including in-substance xed payments), variable lease payments that are based on consumer price index (CPI), the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the lease term reects the lessee exercising that option. Subsequently, the lease liability is measured at amortised cost using the eective interest ratemethod. Itis remeasured when there isa change in future lease payments including changes in CPI or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or when the lease contract ismodied and the lease modication isnot accounted foras aseparate lease. The corresponding adjustment is made to the carrying amount of the right-of-use asset, oris recorded in prot or loss ifthe carrying amount of the related right-of-use asset has been reduced to zero. Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs. ![]() Financial statements 172 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 2.Summary of signicantaccounting #### policies continued Subsequent to initial recognition, right-of-use asset are stated at cost less accumulated depreciation andany impairment losses and adjusted for certain remeasurements of the lease liability. Depreciation is computed using the straight-line method from the commencement date to the end of the useful life of the underlying asset or the end of the lease term, whichever is shorter. The estimated useful lives of right-of-use assets are determined on the same basis as those of the underlying property and equipment. In the statement ofnancial position, the right-of-use assets and lease liabilities are presented separately. When a contract includes lease and non-lease components, the Group allocates the consideration in the contract on the basis of the relative stand-alone prices of each lease component and the aggregate stand-alone price ofthe non-lease components. Short-term leases The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. Sale and lease back In sale and leaseback transactions, the Group rst considers whether the initial transfer of the underlying asset to the buyer-lessor is a sale by applying the requirements ofIFRS 15. If the transfer qualies asa sale and the transaction is on market terms, the Group derecognises the asset, recognises a right-of-use asset (and lease liabilities) and recognises a portion of the total gain or loss on the sale in the statement of comprehensive income. The right-of-use asset is recognised at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the seller-lessee. The amount recognised is calculated by splitting the total gain or loss into: • an amount recognised in the consolidated statement of comprehensive income relating to the buyer-lessor’s rights in the underlying asset, and • an unrecognised amount relating to the rights retained by the seller-lessee which is deferred by way of reducing the right-of-use assets initially recognised. b. Group as a lessor Whenever the terms of the lease transfer substantially all the risks and rewards ofownership tothe lessee, the contract isclassied as a nance lease. All other leases areclassied as operating leases. Amounts due from lessees under anance lease arerecognised as receivables at an amount equal to the net investment in the leased assets. Finance lease income is allocated tothe periods soas toreect a constant periodic rate of return on the net investment outstanding in respect ofthe nance lease. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. When a contract includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component. The Group enters into ‘indefeasible right to use’ (IRU) arrangements wherein the right to use the assets is given over the substantial part of the asset life. However,as the title tothe assets andthe signicant risks associated with the operation and maintenance of these assets remains with the Group, such arrangements are recognised as operating leases. The contracted price is recognised as revenue during the tenure of the agreement. Unearned IRU revenue received in advance is presented as deferred revenue within liabilities in the statement ofnancial position. 2.12 Taxes The income tax expense comprises current and deferred income tax. Income tax is recognised in the prot and loss, except tothe extent that it relates toitems recognised outside prot orloss, inother comprehensive income or directly in equity, in which case the related income tax is also recognised accordingly within other comprehensive income or directly in equity. a. Current tax Current tax is calculated on the basis of the tax rates, laws and regulations, which have been enacted or substantively enacted as at the reporting date in the respective countries where the Group entities operate and generate taxable income. The payment made in excess/ (shortfall) of the respective Group entities’ income tax obligation for the respective periods arerecognised inthe statement ofnancial position under income tax assets/income tax liabilities, respectively. Any interest relating to accrued liabilities for potential tax assessments are not included in the Income tax charge or (credit), but are recognised within nance costs. A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be afuture outow of funds toa tax authority. These provisions are measured at the best estimate of the amount expected to become payable or based on the expected value approach, as applicable and are presented within current tax liabilities. The assessment is based on the judgement of tax professionals within the company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice. Current tax assets and tax liabilities are oset where the entity hasa legally enforceable right tooset andintends either tosettle ona net basis, or to realise the asset and settle the liability simultaneously. b. Deferred tax Deferred tax is recognised, using the liability method, on temporary dierences arising between the tax bases ofassets and liabilities and their carrying values inthe nancial statements. However, deferred tax is not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction aects neither accounting prot nor taxable prot (tax loss). Further, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax assets are recognised only to the extent that it is probable that future taxable prot will beavailable against which the temporary dierences, tax losses and tax credits can beutilised. To assess such probability, the Group considers prot generation capability of the taxable entity based on historical trends aswell asforecast protability for the foreseeable future. When it is probable that there will be future taxable prots, anevaluation isperformed toassess the availability of sucient deductible temporary dierences during the foreseeable future, relating to the same taxation authority and in the same taxable entity. ![]() 173 Airtel Africa plc Annual Report and Accounts 2022 Financial statements Deferred tax isrecognised ontemporary dierences arising on investments in subsidiaries and associates unless the timing of the reversal ofthe temporarydierence can becontrolled and it is probable thatthe temporarydierence will notreverse inthe foreseeable future. Deferred tax assets, recognised and unrecognised, are reviewed at each reporting date and assessed for recoverability based on best estimates oftaxable prots for the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets andliabilities areoset where there is alegally enforceable right tooset current tax assets and liabilities andwhere the deferred tax balances relate to the same taxation authority. 2.13 Inventories Group’s inventories include handsets, modems and related accessories. Inventories are stated at the lower of cost (determined using the rst-in-rst-out method) and netrealisable value. The costs comprise its purchase price and any directly attributable cost of bringing it to its present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated variable costs necessary to make the sale. 2.14 Cash andcash equivalents Cash and cash equivalents include cash in hand, wallet balances, bank balances, cheques in hand and any deposits with original maturities of three months or less i.e. that are readily convertible to known amounts of cash andcash equivalents and subject to aninsignicant riskof a change in value. However, for the purpose of the statement of cash ows, in addition tothe above items, anybank overdrafts that arean integral part of the Group’s cash management and balances held under mobile money trust are also included as a component of cash and cash equivalents. Term deposits with an original maturity of more than three months are presented within other bank balances. 2.15 Non-current assets (or disposal groups) held forsale Non-current assets (or disposal groups)are classied asassets-held- for-sale when their carrying amount is to be recovered principally through asale transaction and asale is considered highly probable. The sale is considered highly probable only when the asset or disposal group is available for immediate sale in its present condition, it is unlikely that the sale will be withdrawn and the sale is expected to complete within one yearfrom the dateof classication asheld for sale. Disposal groups classied asheld for sale are stated atthe lower of carrying amount and fair value less costs to sell, except for assets such as deferred tax assets (measured in accordance with IAS 12) and nancial assets which are measured atfair value in accordance with IFRS 9. Non-current assets are not depreciated or amortised while they are classied as held forsale. Assets and liabilities classied asheld for sale arepresented separately in the statement of nancial position. A loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative loss previously recognised. If the criteria for held for sale are no longer met, it ceases to be classied asheld for sale and is measured atthe lower of(i) its carrying amount before the asset wasclassied asheld for sale, adjusted for any depreciation/amortisation that would have been recognised had that asset not been classied asheld for sale, and (ii)its recoverable amount atthe datewhen the disposal group ceases tobe classied as held forsale. 2.16 Share capital/Share premium Ordinary shares are classied asequity when the Group hasan unconditional right toavoid delivery ofcash or another nancial asset, that is, when the dividend and repayment of capital are at the sole and absolute discretion of the Group and there is no contractual obligation whatsoever tothat eect. Share premium account isused torecord the premium on issue of shares. 2.17Employee benets The Group’semployee benets mainly include wages, salaries, bonuses, dened contribution plans, dened benet plans, other long-term benets, including compensated absences and share- based payments. The employee benets arerecognised inthe year in which the associated services are rendered by the Group employees. Short-term employee benets arerecognised in statement of comprehensive income at undiscounted amounts during the period in which the related services are rendered. Details of long-term employee benets are provided below: • Denedcontribution plans The contributions to dened contribution plans are recognised in prot orloss as andwhen the services arerendered byemployees. The Group has no further obligations under these plans beyond its periodiccontributions. • Dened benet plans The Group hasdened benet plans inform of‘Retirement Benets’ and ‘Severance Pay’ wherein, the cost ofproviding benets is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each quarterly reporting period. The obligation towards these benets isrecognised inthe balance sheet under provisions, atthe present value ofthe dened benet obligations. The present value of these obligations is determined bydiscounting the estimated future cash outows, using an appropriate discount rate. Dened benet costs aresplit intothe following categories: • service costs, which includes current service cost, past service cost and gains and losses on curtailments and settlements; • interest expense; and • remeasurements. The Group recognises service costs within prot orloss as employee benet expenses. Past service cost isrecognised inprot or loss when the plan amendment or curtailment occurs. Gains or losses on settlement of adened benet planare recognised when the settlement occurs. Interest cost is calculated by applying a discount rate tothe dened benet liability andis recognised within nance costs. Remeasurements comprising actuarial gains and losses are recognised immediately as a charge or credit to other comprehensive income in the period in which they occur. Remeasurements recognised in other comprehensive income aresubsequently not reclassied to prot orloss. ![]() Financial statements 174 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 2.Summary of signicantaccounting #### policies continued • Other long-term employee benets The employees of the Group are entitled to compensated absences as wellas other long-term benets. Compensated absences benet comprises encashment and the availing of leave balances that were earned by the employees over the period of past employment. The Group provide for the liability (presented under provisions) towards these benets onthe basis ofactuarial valuations carried out quarterly asat the reporting date, by anindependent qualied actuary using the projected-unit-credit method. The related remeasurements are recognised inthe statement of prot and loss inthe period in which they arise. • Share-basedpayments Refer to Note below. 2.18 Share-based payments The Group operates equity-settled and cash-settled compensation plans under which the Group receives services from employees as consideration for cash-settled units/equity shares. The Group measures the fair value of the services received from employees by reference to the fair value of the equity instruments granted. The grant-date fair value of equity-settled share-based payment arrangements is generally recognised as an expense on a straight-line basis, with a corresponding increase in equity (reserves), over the vesting period of the awards. At each reporting date, the Group estimates the number of equity instruments expected toeventually vest asa result ofthe eect of non-market-based vesting conditions. The impact of the revision of the original estimates of the number of equity instruments expected to vest, ifany, isrecognised in prot or loss such that the cumulative expense reects the revised estimate, with a corresponding adjustment to reserves. The fair value of the amount payable to employees in respect of share-based payments which are settled in cash, is recognised as an expense on a straight-line basis with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of such instruments. Any changes in the liability are recognised in prot or loss. As at each reporting date, the Group estimates the number of awards that are expected to eventually vest, if required. It recognises the impact of any revision to original estimates in the period of change. Accordingly, no expense is recognised for awards that do not ultimately vest, except for which vesting is conditional upon a market performance/non-vesting condition. These are treated as vesting irrespective of whether or not the market/non-vesting condition is satised, provided that service conditions andall other non-market performance are satised. Where the terms ofan award aremodied, inaddition to the expense pertaining to the original award, an incremental expense is recognised for anymodication that results inadditional fair value, or isotherwise benecial tothe employee asmeasured at the dateof modication. For further details of equity-settled and cash-settled compensation plans refer to Note 7. • Treasury shares The company isthe sponsoring entity ofan Employee Benet Trust (EBT) which is controlled by the Group. The company provides funds to the EBT to enable it to satisfy its objectives. The company’s equity instruments held by the EBT are accounted for as if they were the company’s own equity and are treated as treasury shares. Such treasury shares are recorded at cost and deducted from equity. Referto Note 27c for details of treasury shares held by the EBT. 2.19 Provisions a. General Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outow ofresources will be required tosettle the obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the relevant obligation, using a pre-tax rate that reects current market assessments ofthe time value of money (if the impact of discounting is signicant) and the risks specic tothe obligation. The increase in the provision due to un-winding of the discount sale due to the passage of time is recognised within nance costs. b. Provision forlegal, tax andregulatory matters The Group is involved in various legal, tax and regulatory matters, the outcome of which may not be favourable to the Group. Management, in consultation with legal, tax and other advisers, assesses the likelihood that a pending claim will succeed. The Group recognises a provision in cases where it isprobable that anoutow of resources embodying economic benets will be required tosettle the obligations arising from such claims. c. Asset Retirement Obligation (ARO) AROs are recognised for those lease arrangements where the Group has an obligation at the end of the lease period to restore the leased premises to a condition similar to that at inception of the lease. AROs are provided at the present value of expected costs to settle the obligation and are recognised as part of the cost of that particular asset. The estimated future costs of decommissioning are reviewed annually and any change in the estimated future costs or in the discount rate applied are adjusted against the cost of the asset. 2.20Contingencies A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require anoutow ofresources. When there isa possible obligation or apresent obligation in respect ofwhich the likelihood ofoutow of resources isremote, no provision or disclosure ismade. Contingent assets are not recognised unless virtually certain and disclosed only where aninow ofeconomic benets isprobable. 2.21Revenue Revenue is recognised upon the transfer of control of promised products or services to the customer at the consideration which the Group has received or expects to receive in exchange for those products or services, net of any taxes/duties and discounts. When determining the consideration to which the Group is entitled for providing promised products or services via intermediaries, the Group assesses whether the intermediary is a principal or agent in the onward sale to the end customer. To the extent that the intermediary is considered a principal, the consideration to which the Group is entitled is determined to be that receivable from the intermediary. To the extent that the intermediary is considered to be an agent, the consideration to which the Group is entitled is determined to be the amount receivable from the ultimate customer. Any upfront discount provided to the intermediary is recognised as a cost of sale. ![]() 175 Airtel Africa plc Annual Report and Accounts 2022 Financial statements The Group has entered into certain multiple-element revenue arrangements, which involve the delivery or performance of multiple products, services or right-of-use assets. At the inception of the arrangement, all the deliverables within the contract are evaluated to determine whetherthey represent distinct performance obligations, and if so, they are accounted for separately. Total consideration related to the multiple element arrangements is allocated to each performance obligation based on its relative stand-alone selling prices. The stand-alone selling prices are determined based on the list prices at which the Group sells equipment andnetwork services separately. Revenue is recognised when, or as, each distinct performance obligation issatised. The main categories ofrevenue and the basis of recognition are as follows: • Service revenue Service revenue is derived from the provision of telecommunications services and mobile money services to customers. The majority of the Group’s customers subscribe to services on a pre-paid basis. Telecommunications service revenue mainly pertains to usage, subscriptioncharges forvoice, data, messaging and value added services and customer onboarding charges. Telecommunications services are considered to represent a single performance obligation as all are provided over the Group’s network and transmitted as data representing a digital signal on the network. The transmission consumes network bandwidth and therefore, irrespective of the nature of the communication, the customer ultimately receives access to the network and the right to consume network bandwidth. Customers primarily pay in advance for services of the Group. These cash amounts are recognised in deferred income in the consolidated statement ofnancial position andtransferred tothe statement ofcomprehensive income when theservice obligation has been performed/when the usage of services becomes remote. The Group recognises revenue from these services over time as they are provided. Revenue is recognised over time based on actual units of telecommunications services provided during the reporting period as a proportion of the total units of telecommunications services to be provided. Subscriptioncharges arerecognisedoverthe subscription pack validity period. Revenue recognised in excess ofamounts invoiced are classied as unbilled revenue. If amounts invoiced/collected from a customer are in excess of revenue recognised, a deferred revenue/advance income isrecognised. Service revenue also includes revenue from interconnection/roaming charges for use of the Group’s network by other operators for voice, data, messaging and signaling services. Revenue from long distance operations comprise voice services and bandwidth services (including installation),which are recognised on the provision of services, provided over the period of the respective arrangements. The Group has interconnect agreements with local and foreign operators. This allows customers from either network to originate or terminate calls to each other’s network. Revenue is earned and recognised as per bilateral agreements when other operators’ calls are terminated to the Group’s network i.e. when the service is rendered. As part of the mobile money services, the Group earns commission from merchants for facilitating recharges, bill payments and other merchant payments. It also earns commissions on the transfer of money from one customer wallet to another. Such commission is recognised asrevenue at apoint in time onfulllment ofthese services by the Group. • Equipment sales Equipment sales mainly pertain to sale of telecommunications equipment and related accessories for which revenue is recognised when the control of equipment is transferred to the customer i.e. transferred at a point in time. Costs toobtain orfull acontract witha customer The Group defers costs toobtain or fulll contracts with customers over expected average customer life determined based on churn rate. 2.22 Borrowing costs Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period theyoccur. 2.23Operating prot Operating prot isstated asrevenue less operating expenditure, includingdepreciationand amortisation and operatingexceptional items. Operating prot excludes nance income, nance costs, other non-operating income and share ofprot of the associate. 2.24 Exceptional items –Alternative performance measures (APM) Management exercises judgement in determining the adjustments to apply to IFRS measurements in order to derive APMs, which provide additional useful information on the underlying trends, performance and position of the Group. This assessment covers the nature of the item being one-o ornon-routine and the signicance of the impact of that item on reported performance in accordance with the Group’s exceptional items policy. To monitor performance, the Group uses the following APMs: • ‘Underlying prot before tax’ representing prot before tax for the period excluding the impact of exceptional items. • ‘Underlying prot after tax’ representing prot after tax for the period excluding the impact of exceptional items and tax on exceptional items. Exceptional items refer to items of income or expense within the consolidated statement of comprehensive income, which are of such size, nature or incidence that their exclusion is considered necessary to explain the performance of the Group and improve the comparability between periods. Reversals of previous exceptional items are also considered as exceptional items. When applicable, these items include network modernisation, share issue expenses, loan prepayment costs, the settlement of legal and regulatory cases, restructuring costs, impairments, gain on sale of tower assets and initial recognition of deferred tax assets. A breakdown of the exceptional items included in the consolidated statement of comprehensive income is disclosed in Note 11. For other APMs, refer pages 229 to 231. 2.25Dividends Dividends to shareholders of the company are recognised as a liability and deducted from equity, in the year in which the dividends are approved by the shareholders. Interim dividends are deducted from the retained earnings when they are paid. ![]() Financial statements 176 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 2.Summary of signicantaccounting #### policies continued 2.26 Earnings per share (EPS) The Group presents the Basic and Diluted EPS data. Basic EPS are computed bydividing the prot for the period attributable tothe owners of the parent by the weighted average number of shares net ofany treasury shares outstanding during the period. Diluted EPS iscomputed byadjusting, the prot for the year attributable to the shareholders and the weighted average number ofshares considered forderiving basic EPS, for the eects ofall the shares that could have been issued upon conversion of all dilutive potential shares. The dilutive potential shares are adjusted for the proceeds receivable had the shares been actually issued at fair value. Further, the dilutive potential shares are deemed converted as at beginning of the period, unless issued at a later date during the period. 3. Critical accounting estimates, #### assumptions and judgements The estimates and judgements used in the preparation of these nancial statements are continuously evaluated by the Group, and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Group believes to be reasonable under the existing circumstances. These estimates and judgements are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date. Although the Group regularly assesses these estimates, actual results could dier materially from these estimates –even ifthe assumptions underlying such estimates were reasonable when made, if these results dier from historical experience or other assumptions donot turn out to be substantially accurate. The changes in estimates are recognised in the nancial statements inthe yearin which they become known. 3.1Key sources of estimation uncertainty The estimates andassumptions that havea signicant risk ofcausing a material adjustment to the carrying values of assets and liabilities within the next nancial year arediscussed below: • Uncertain tax treatments Uncertainties exist with respect to the interpretation of complex tax regulations. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, dierences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense alreadyrecorded. The Group establishes provisions/contingencies, based on reasonable estimates, for potential audits by the tax authorities in the respective countries in which it operates as well as where the probability of tax authorities accepting the Group’s treatment is in doubt. The amount of direct tax provisions carried as part of current tax liabilities amounted to $16m and contingencies amounted to$18m (refer toNote 29). Reecting the complexities of tax regulations and international business relationships, as described above, the Group receives from time to time, demands from tax authorities. Given the clarity that Group has over the nature of certain claims, the Group assesses these demands and estimates whether a provision should be recorded or a contingent liability should be disclosed or whether the matter is considered to be remote. These estimates are based on various factors, such as experience from previous tax audits and the Group’s interpretation of tax regulations by the taxable entity and the relevant tax authority. For those demands where the Group believes there is a low likelihood of the demand being successful, no provision is recorded nor a contingent liability is disclosed. However, these estimates may be subject to a material change within the next nancial yearwhich could lead tothe recognition ofadditional provisionsor the disclosure of additional contingent liabilities. • Deferred tax assets Deferred tax assets are recognised by the Group, for the unused tax losses and temporary dierences forwhich there isprobability of utilisation against future taxable prot. Uncertainties exist in determining the amount of deferred tax assets that can be recognised, based upon the likely timing and the level offuture taxable prots, future tax planning strategies and recent business performances and developments. For loss-making subsidiaries, the criteria to recognise a deferred tax asset was not met as of 31 March 2022. The Group carries unrecognised deferred tax assets in respect of deductible temporary dierences and carry forward tax losses amounting to$1,593m as of31 March 2022.Should thefuture taxable prots forthese entities increase relative to current forecasts, this could result in the recognition of additional material amount of deferred tax assets within the next 12 months, including $80m which could be reasonably recognised in the next nancial year, should the performance of the relevant subsidiaries improve. The amount of such recognition could change depending upon the actual performance of such subsidiaries. • Contingent liabilities and provisions The Group is involved in various legal, indirect tax and regulatory matters, the outcome of which may not be favourable to the Group. Management, in consultation with legal, indirect tax and other advisers assesses the likelihood that a pending claim will succeed. The Group has applied its judgement and has recognised liabilities based on whether additional amounts will be payable and has included contingent liabilities where economic outows are considered possible but not probable. The Group carried provisions amounting to $63m in respect of indirect tax, legal and regulatory matters and discloses contingencies amounting to $126m. In recording or disclosing these amounts, the Group has estimated which claims are probable and consequently a provision has been recorded and which are possible for which a contingent liability is disclosed or whether the matter is considered to be remote. However, given the nature of these matters and size of such claims there may be a risk of a material change within the next nancial year, including the recognition ofadditional provisions or contingent liabilities, should the Group not be successful in defending the cases where contingent liabilities are disclosed. For further details, refer to Notes 25 and 29, respectively. 3.2 Critical judgement in applying the Group’s accounting policies The critical judgement, which the management has made in the process of applying the Group’s accounting policies and has the most signicant impact on the amounts recognised inthe nancial statements, is described below: • Determination offunctional currency The Group has determined the functional currency of Group entities by identifying the primary economic environment in which the entity operates, based on underlying facts/circumstances. However, in respect of certain intermediary foreign operations of the Group, the determination of functional currency is not obvious due to mixed indicators and the extent of autonomy enjoyed by the foreign operation. In such cases, management uses its judgement to determine the functional currency that most faithfully represents the economic eects of the underlying transactions, events and conditions. Wherethisjudgement changes, additional foreign currency translation gains and losses could be recognised in other comprehensive income. ![]() 177 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 4. New accounting pronouncementsto be #### adopted on or after 1 April 2022 The following pronouncements issued by the IASB are relevant to the Group and eective for annual periods beginning on orafter 1 January 2022. The Group’snancial statements will be presented in accordance with these requirements, which are being evaluated but are not expected to have a material impact on the consolidated results, nancial position or cash ows ofthe Group. These pronouncements have been issued by IASB, but have not yet been adopted by UKEB for use in the UK. • Amendments to IAS 37 in relation to ‘Onerous contracts – cost of fullling contracts’ • Amendments toIAS 1in relation to‘classication of liabilities as current and non-current’ • Amendments to IAS 12 in relation to ‘deferred tax related to assets and liabilities arising from a single transaction’ 5.Signicanttransactions/new #### developments a) The directors recommended and shareholders approved anal dividend of 2.5 cents per ordinary share for the year ended 31March 2021, which waspaid on 23 July 2021to the holders of ordinary shares on the register of members at the close of business on 25 June 2021. b)The interim dividend of 2 cents per share was approved by the Board on 27 October 2021 and paid on 10 December 2021 to the holders of ordinary shares on the register of members at the close of business on 12 November 2021. c)On 2 June 2021, the Group signed an agreement to sell 1,445 towers in Tanzania to a joint venture company owned by a wholly-owned subsidiary of SBA Communications Corporation as majority owner and by Paradigm Infrastructure Limited, for a gross consideration of$177m. The rst close ofsuch sale was completed on 4 January 2022 and a portion of consideration amounting $160m was received. The Group has leased back a portion of such tower assets and thus a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use assets for the assets leased back. The resultant remaining gain (amounting to $83m) has been recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11(1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. Consequent to the completion of this sale, as per the settlement agreement with Government of Tanzania (GOT), shareholder loans payable by Airtel Tanzania (a subsidiary of the Group) to Bharti Airtel Tanzania B.V. (BATBV) and Bharti Airtel International (Netherlands) B.V. (BAIN) (other subsidiaries of the Group) amounting to $408m were forgiven after repayment of a part of the shareholder loan amounting $107m by Airtel Tanzania to BATBV. A portion of the impact of this waiver pertaining to the non- controlling holders has been allocated to non-controlling interest in the consolidated nancial statements. As per the settlement agreement, Airtel Tanzania also paid a special dividend of $18m to its 49% shareholder, Government of Tanzania. The reduction in net assets of Airtel Tanzania (subsidiary) due to this distribution has been allocated to owners of the Company and non-controlling interests in the consolidated nancial statements in proportion of their respective shareholdings. d) In line with the agreement to sell 162 towers in Rwanda, signed by the Group on 22 February 2021 with IHS Rwanda Ltd, during the year ended 31 March 2022,the Group completed the rst and second close of the sale of telecommunication tower assets and received a consideration of $11m. Since the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use asset for the assets leased back with the remaining gain (amounting to $4m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11(1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. e)In line with the agreement to sell, signed by the Group on 23 March 2021 with Helios Towers for gross consideration of $52m, during the year ended 31 March 2022, the Group completed the rst and second close of the sale of the Group’s subsidiary which holds tower assets in Madagascar and received consideration of $46m. Since the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use asset for the assets leased back with the remaining gain (amounting to $5m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11(1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. The details of the consideration received, assets and liabilities over which control was lost and gain recorded during the year are as follows: As of 2 November 2021 A. Consideration received Fair value ofconsideration (rst andsubsequent closings) 49 B. Net assets disposed Non-current assets Property plant and equipment 18 Others 2 Current assets Cash and cash equivalents 2 Others 1 Totalassets 23 Current liabilities Trade payables 4 Non-current liabilities Others 2 Totalliabilities 6 Net assets 17 C. Gain ondisposal 1 5 D. Net cash inow on disposal Consideration received in cash and cash equivalents (at rst and second close) 46 1Gain on disposal has been computed after adjusting foreign currency translation losses reclassied to the statement of comprehensive income amounting to $6m and a gain amounting to $21m pertaining to the portion of assets leased back by the Group which has been recognised as a deduction in the right-of-use asset ![]() Financial statements 178 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 5.Signicanttransactions/new #### developments continued f)In line with the agreement to sell, signed by the Group on 23 March 2021 with Helios Towers for gross consideration of $55m, the Group completed the rst close of the sale ofthe Group’s subsidiary which holds tower assets in Malawi on 24 March 2022 and received a portion of consideration amounting to $34m. Since the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use assets for the assets leased back with the remaining gain (amounting to $19m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11(1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. The details of the consideration received, assets and liabilities over which control was lost and gain recorded during the year is as follows: As of 24 March 2022 A. Consideration received Fair value ofconsideration received (rst and subsequentclose) 51 B. Net assets disposed: Non-current assets Property plant and equipment 31 Right-of-use assets 3 Others 2 Current assets Cash and cash equivalents 2 Others 2 Totalassets 40 Current liabilities Trade payables 5 Others 2 Non-current liabilities Deferred tax liability 2 Others 3 Totalliabilities 12 Net assets 28 C. Gain ondisposal 1 19 D. Net cash inow on disposal Consideration received in cash and cash equivalents 34 1Gain on disposal has been computed after adjusting Foreign Currency Translation gains reclassied to the statement of comprehensive income amounting to $11m and a gain amounting to $15m pertaining to the portion of assets leased back by the Group which has been recognised as a deduction in the right-of-use asset g) In March 2021, the Group had entered into agreements with TPG’s The Rise Fund and Mastercard for the sale of non-controlling interests in one of the Group’s subsidiaries, Airtel Mobile Commerce B.V. (AMC B.V.), by way of secondary sale of AMC B.V.’s shares. On 02 August 2021, the Group completed the rst close ofthe transaction, whereby The Rise Fund and Mastercard invested $150m and $75m, respectively. On 30 July 2021, the Group further entered into an agreement with Qatar Holdings LLC for the sale of further non-controlling interests in AMC B.V. and completed the rst close of the transaction on 19 August 2021 receiving $150m from Qatar Holdings LLC. On 16 November 2021, the Group completed the second close of the above transactions whereby The Rise Fund and Qatar Holdings LLC each invested a further $50m, and Mastercard a further $25m. On 15 December 2021, the Group further entered into an agreement with Chimetech Holding Limited for the sale of further non-controlling interests in AMC B.V. and received $50m from Chimetech Holding Limited. While the Group continues to control AMC B.V., for all the above- mentioned investments, the Group has recorded a non-controlling interest, including shares held within escrow. These shares may transfer to the investors at the end of a restructuring period as per the terms of the agreements. The Group has concluded that it does not control the shares placed in escrow and hence has recorded these shares as part of the Group’s non-controlling interests. Under the terms of the transaction, and in very limited circumstances (including in the event that there is no Initial Public Oering ofshares inAMC B.V. within four years ofrst close),The Rise Fund and Mastercard would have the option, so as to provide liquidity to them, to sell its shares in AMC B.V. to Airtel Africa or its aliates atfair market value (determined bya mutually agreed merchant bank using an agreed internationally accepted valuation methodology). The Group has determined that successfully executing the IPO is not within complete control of the Group and has thus recorded a put option liability at the present value of the expected buy-back amount which is also the maximum amount, by debiting ‘transactions with NCI reserve’. Subsequent remeasurement ofthis liability has been recognised asa nance cost. h)On 1 December 2021, Airtel Nigeria completed the buy-back of 8.22% non-controlling interest (out of existing 8.26%) from its non-controlling shareholders at a total cost of NGN 67.6bn (approximately $163m), including directly attributable transaction costs. The dierence between such cost and the carrying value of such non-controlling interest, has been recorded in ‘Transaction with NCI reserve’ as part of owner’s equity. i)On 7 March 2022, Bharti Airtel International (Netherlands) B.V., a subsidiary of the Group, completed early repayment of its $505m, 5.125% Guaranteed Senior Notes, with original maturity due in March 2023 using cash balances available at the Group level. The settlements included all outstanding accrued interest up to the redemption dateand an applicable premium. The dierence of $19m between the carrying value of such bonds and the total consideration paidhas been recognised asa nance cost in the statement of comprehensive income and presented as an exceptional item. j)During the year ended 31 March 2022, Airtel Kenya Networks Limited (‘Airtel Kenya’), a subsidiary of the Group, entered into an agreement with the Communications Authority of Kenya regarding its 2015-2025 operating and spectrum licence. Under this agreement, Airtel Kenya agreed to pay a total of $20m in four instalments over the next three years. The rst instalment of $5m has been paid and for the balance amount, a deferred payment liability has been recognised inthe consolidated nancial statements. This cost has been charged to the statement of comprehensive income and presented as an exceptional item. ![]() 179 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 6.Revenue Revenue recognised that wasincluded inthe contractliability balance atthe beginning ofthe period For theyear ended 31 March 2022 31 March 2021 Service revenue 1 4,703 3,897 Sales of products 11 11 4,714 3,908 1During the year ended 31 March 2021, the Group recognised revenue amounting to $20m pertaining to earlier years on a cumulative catch-up basis, arising out of a settlement agreement entered with a customer in one of the Group’s subsidiaries in Niger Transaction price allocated to the remaining performance obligations Performance obligations thatare unsatised (or partially unsatised) amounting to$162mat 31 March 2022 and $135mas at31 March 2021 will be satised, respectively,within aperiod ofthe next year. Revenue recognised that was included in the deferred revenue balance at the beginning of the year: During the yearended 31 March 2022 31 March 2021 Revenue recognised that was included in the deferred revenue balance at the beginning of the year 135 124 Signicant changes inthe unbilled revenue and deferred revenue balances during the yearare asfollows: 31 March 2022 31 March 2021 Unbilled Revenue Deferred Revenue Unbilled Revenue Deferred Revenue Revenue recognised that was included in the deferred revenue balance at the beginning of the year – 135 – 124 Increases due to cash received, excluding amounts recognised as revenue during the year – 162 – 135 Transfers from unbilled revenue recognised at the beginning of the year to receivables 43 – 37 – Reconciliation of costs toobtain orfull contracts with customers During the yearended 31 March 2022 31 March 2021 Costs toobtain orfull acontract with acustomer Opening balance 44 37 Costs incurred and deferred 88 72 Less: cost amortised (77) (65) Closing balance 55 44 6.1 Segmental information The Group’ssegment information isprovided on thebasis ofgeographical clusters tothe Group’schief executive ocer i.e. chief operating decision maker (CODM) for the purposes of resource allocation and assessment of performance. The Group’s reporting segments are as follows: Nigeria East Africa – Comprising operations in Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia Francophone Africa – Comprising operations in Chad, Republic of the Congo, the DRC, Gabon, Madagascar, Niger and the Seychelles Each segment derives revenue from mobile services, mobile money and other services. Expenses, assets and liabilities primarily related to the corporate headquarters of the Group are presented as Unallocated Items. The amounts reported toCODM arebased on the accounting principles used inthe preparation ofthe nancial statements. Each segment’s performance is evaluated based on segment revenue and segment result. The segment result is underlying EBITDA i.e. earnings before interest, tax, depreciation and amortisation before exceptional items. In March 2021, underlying EBITDA was also adjusted for charitable donations. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segmentperformance. Inter-segment pricing and terms are reviewed andchanged by management toreect changes in market conditions andchanges tosuch terms are reected inthe period inwhich the change occurs. The ‘Eliminations/Adjustments’ column comprises inter-segment revenues eliminated upon consolidation and Group accounting policy alignments. ![]() Financial statements 180 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 6.Revenuecontinued Segment assets and segment liabilities comprise those assets and liabilities directly managed by each segment. Segment assets primarily include receivables, property, plant and equipment, capital work in progress, right-to-use assets, intangibles assets, inventories and cash and cash equivalents. Segment liabilities primarily include operating liabilities. Segment capital expenditure comprises investment in property, plant and equipment, capital work in progress, intangible assets (excluding licences) and capital advances. Investment elimination upon consolidation andresulting goodwill arereected in the ‘eliminations’column. Summary of the segmental information and disaggregation of revenue for the year ended and as of 31 March 2022 is as follows: Nigeria East Africa Francophone Africa Unallocated EliminationsTotal Revenue from external customers Voice revenue 984 782 592 –– 2,358 Data revenue 734 457 334 –– 1,525 Mobile moneyrevenue 1 0 326 98 –– 424 Other revenue 2 157 146 104 –– 407 1,875 1,711 1,128 –– 4,714 Inter-segmentrevenue 363– (12) – Total revenue 1,878 1,717 1,131 – (12) 4,714 Segment results: underlying EBITDA 1,037 848 464 (38) (0) 2,311 Less: Depreciation and amortisation 268 240 203 33 0 744 Finance costs 441 Finance income (19) Other non-operating income (net) (111) Share ofprot ofassociate (0) Exceptional items pertaining tooperating prot – 32 ––– 32 Prot before tax 1,224 Other segment items Capital expenditure 251 271 125 9– 656 As of 31 March 2022 Segment assets 2,2542,394 1,720 27,422 (23,426) 10,364 Segment liabilities 1,437 2,869 2,495 14,491 (14,577) 6,715 Investment in associate (included in segment assets above) ––6––6 1Intra-segment elimination of $129m adjusted with mobile money revenue. It includes $85m pertaining to East Africa and a balance of $44m pertaining to FrancophoneAfrica 2It includes messaging, value added services, enterprise, site sharing and handset sale revenue ![]() 181 Airtel Africa plc Annual Report and Accounts 2022 Financial statements Summary of the segmental information and disaggregation of revenue for the year ended and as of 31 March 2021 is as follows: Nigeria East Africa Francophone Africa UnallocatedEliminations Total Revenue from external customers Voice revenue 896 649 558 0– 2,103 Data revenue 549 354 254 –– 1,157 Mobile moneyrevenue 1 0 227 74 –– 301 Other revenue 2 104 147 96 –– 347 1,549 1,377 982 0– 3,908 Inter-segmentrevenue 343– (10) – Total revenue 1,552 1,381 985 0 (10) 3,908 Segment results: underlying EBITDA 839 631 364 (42) – 1,792 Less: Depreciation and amortisation 236 221 207 17 – 681 Finance costs 432 Finance income (9) Share ofprot ofassociate (1) Charitable donation 1212–6 Exceptional items pertaining tooperating prot –– (14) –– (14) Prot before tax 697 Other segment items Capital expenditure 275 249 88 2– 614 As of 31 March 2021 Segment assets 1,889 2,042 1,791 29,207 (24,937) 9,992 Segment liabilities 1,192 2,989 2,715 16,907 (17,164) 6,639 Investment in associate (included in segment assets above) ––4––4 1Intra-segment elimination of $100m adjusted with mobile money revenue. It includes $64m pertaining to East Africa and a balance of $36m pertaining to Francophone Africa 2It includes messaging, value added services, enterprise, site sharing and handset sale revenue Geographical information disclosure of non-current assets (PPE, CWIP, ROU, Intangible assets, including goodwill and intangible assets under development): As of 31 March 2022 31 March 2021 United Kingdom 1 1 Nigeria 1,670 1,455 Netherlands (including goodwill) 3,773 3,805 Others 2,529 2,341 Total 7,973 7,602 Additional product relatedinformation: Currently, based on the information provided to the CODM for the purposes of resource allocation and assessment of performance, Group’s segments are geographical clusters in which the Group operates. The Group also presents additional product-wise information to investors on a regular basis; however products do not currently meet the requirements of being operating segments for the Group. Given the increasing focus of the Group on mobile money services, the directors have decided to provide additional disclosure on a product basis within this operating segment note, consistent with the information provided within the strategic report. The Group will continue tore-assess its denition and presentation of operating segments, particularly in respect of mobile money as the size and importance to the Group grows. For theyear ended 31 March 2022 31 March 2021 Mobile services Mobile money Eliminations/ adjustmentTotal Mobile services Mobile money Eliminations/ adjustment Total Revenue 4,294 553 (133) 4,714 3,612 401 (105) 3,908 Underlying EBITDA 2,077 270 (36) 2,311 1,639 195 (42) 1,792 Depreciation and amortisation 697 14 33 744 654 10 17 681 Capital expenditure 621 25 10 656 580 32 2 614 ![]() Financial statements 182 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 7.Employeebenetsexpense For theyear ended 31 March 2022 31 March 2021 Salaries and bonuses 258 233 Dened contribution plan cost 14 13 Dened benet plancost (2) 5 Sta welfare expenses 17 15 Others 10 9 297 275 Employee benet expenses includes directors’ remuneration. For further information about the remuneration of individual directors, refer to pages 128to 150 ofthe directors’ remuneration report. Details ofyear end andmonthly average number ofpeople employed by the Group during the year: For theyear ended 31 March 2022 31 March 2021 Year end Average Yearend Average Nigeria 706 686 667 662 East Africa 1,251 1,230 1,211 1,202 FrancophoneAfrica 1,149 1,151 1,1561,200 Corporate and others 651 596 491 398 Total 3,757 3,663 3,525 3,462 7.1 Share-based payment plans The following table provides an overview of allexisting equity-settled and cash-settled plans ofthe company: Scheme Plans Vesting period (years) Contractual term (years) Equity-settled plansReplacement stock awards 1–2 2 IPO awards 1–3 3 IPO shareoptions 1–3 10 IPO executive share options 1–3 10 Performance share awards 3 3 Restricted share awards 3 3 One-o awards 1–3 3 Replacementawards 1–2 2 Cash-settled plansShadow stock plan 1–2 2 For IPO awards, replacement stock awards, shadow stock awards andperformance share awards vesting issubject toservice, total shareholder return andnancial performance conditions, restricted share awards’ vesting issubject toservice and nancial performance conditions while for IPO shareoptions, IPO executive share options, one-o awards and replacement awards, vesting issubject toservice conditions only. The following table exhibits the netcompensation expenses under the schemes: For theyear ended 31 March 2022 31 March 2021 Expenses arising from equity- and cash-settled share-based payment transaction 2 1 ![]() 183 Airtel Africa plc Annual Report and Accounts 2022 Financial statements The following table provides an overview of allexisting share option andcash-settled plans ofthe company.Details ofshare options outstanding during the yearare asfollows: 31 March 2022 31 March 2021 Number of share options (in‘000) Weighted average exercise price Number of share options (in ‘000) Weighted average exercise price Replacement stock awards Outstanding atbeginning ofyear 299 – 674 – Granted during the year 1 135 – 23 – Exercised during the year 2 (434) – (398) – Outstanding at the end of the year –– 299 – Exercisable atthe end ofthe year –– –– IPO awards Outstanding atbeginning ofyear 566 – 755 – Granted during the year 1 63 – 28 – Exercised during the year 2 (511) – (217) – Forfeited during the year 3 (38) – –– Outstanding at the end of the year 80 – 566 – Exercisable atthe end ofthe year –– –– IPO share options Outstanding atbeginning ofyear 3,132 1 3,132 1 Exercised during the year 2 –– –– Forfeited during the year 3 (2,381) – –– Outstanding at the end of the year 751 1 3,132 1 Exercisable atthe end ofthe year 250 1 1,044 1 IPO executive share options Outstanding atbeginning ofyear 10,594 1 11,881 – Exercised during the year 2 (717) – –1 Forfeited during the year 3 (1,035) – (1,287) – Outstanding at the end of the year 8,842 1 10,594 1 Exercisable atthe end ofthe year 2,815 1 3,531 – Shadow stock plan Outstanding atbeginning ofyear 688 – 1,843 – Granted during the year 1 261 – 111 – Exercised during the year 2 (884) – (1,199) – Forfeited during the year 3 (65) – (67) – Outstanding at the end of the year –– 688 – Exercisable atthe end ofthe year –– –– Performance share awards Outstanding atbeginning ofyear 1,373 – –– Granted during the year 1 1,126 – 1,373 – Exercised during the year 2 (299) – –– Forfeited during the year 3 (677) – –– Outstanding at the end of the year 1,523 – 1,373 – Exercisable atthe end ofthe year –– –– Restricted share awards Outstanding atbeginning ofyear 633 – –– Granted during the year 1 509 – 633 – Exercised during the year 2 (133) – –– Forfeited during the year 3 (301) – –– Outstanding at the end of the year 708 – 633 – Exercisable atthe end ofthe year –– –– One-o awards Outstanding atbeginning ofyear 361 – –– Granted during the year 1 –– 361 – Exercised during the year 2 (60) – –– Outstanding at the end of the year 301 – 361 – Exercisable atthe end ofthe year –– –– Replacement awards Outstanding atbeginning ofyear –– –– Granted during the year 1 661 – –– Exercised during the year 2 –– –– Outstanding at the end of the year 661 – –– Exercisable atthe end ofthe year –– –– 1It includes additional awards granted based on meeting performance conditions 2For share options exercised during the year ended 31 March 2022,the weighted average share price during the year was $1.46 (March 2021:51 cents) 3Represents forfeitures on account of employees not meeting service or performance conditions The total carrying value ofcash-settled share-based compensation liability isnil and $1m asof 31 March 2022and 2021,respectively. ![]() Financial statements 184 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 7.Employeebenetsexpensecontinued The fair value of options and awards ismeasured using the Black-Scholes valuation model. The key inputs used in themeasurement of the grant date fair valuation of equity-settled plans which aregranted during the year aregiven inthe below table: 31 March 2022 31 March 2021 Risk free interest rates 0.08%to 0.16% 0.23% Expected life 2.00 to 3.00 3.00 Volatility 36.22% to 38.10% 35.59% Dividendyield 3.69% 5.36% Share price on thedate ofgrant 1.08 0.80 Fairvalue 0.70 to 0.75 0.68 to0.72 The expected life ofthe stock options isbased on the company’s expectations and isnot necessarily indicative ofexercise patterns that may actually occur. The expected volatility reects the assumption that the historical volatility overa period tothe expected lifeof the options is indicative offuture trends, which maynot necessarily be the actual outcome. Further, the expected volatility is based on the weighted average volatility ofthe comparable benchmark companies. The details ofweighted average remaining contractual life forthe share options areas follows: Existing plans 31 March 2022 31 March 2021 Remaining contractual life for the shareoptions outstanding asof (years) 0 to 7 0 to8 7.2 Employee benets The details ofsignicant employee benets (included within provisions) are asfollows (fordetails onemployee benet plans refer toNote 2.17): For the year ended 31 March 2022 For the year ended 31 March 2021 Retirement benets Severance benets Compensated absences Total Retirement benets Severance benets Compensated absences Total Obligation: Balance as atbeginning of theyear 12 2 10 24 10 3 8 21 Current service cost 2024 1023 Interest cost 1012 1012 Benets paid (0)(0) (3)(3) (0) (5) (1) (6) Past service cost and (gain)/ loss on settlement (4) –0 (4) (0) 4 (0) 4 Remeasurements 0011 0000 Exchangedierences (0)(0)(0)(0) 00 (0) 0 Present value of employee benetobligation 11 2 11 24 12 2 10 24 Liability recognised in the balancesheet 11 2 11 24 12 2 10 24 Current portion 2046 2046 Non-current portion 927 18 10 26 18 Amount recognisedin other comprehensive incomefor the above plans For theyear ended 31 March 2022 31 March 2021 Loss from change inexperience assumptions (0) (0) (Loss)/gain from change indemographic assumptions (0) 0 Loss from change innancial assumptions (0) (0) Remeasurementson liability (0) (0) These dened benet plans expose the Group toactuarial risks, such as longevity risk, currency risk, interest rate riskand market (investment) risk. ![]() 185 Airtel Africa plc Annual Report and Accounts 2022 Financial statements The nancial and demographic assumptions used todetermine dened benet obligations are asfollows: As of 31 March 2022 31 March 2021 Discount rate 8.00% to 14.00% 8.15% to 15.75% Rate ofreturn on plan assets NA NA Rate ofsalary increase 3.84% to 7.00% 3.01% to6.00% Rate ofattrition 5.20% to 13.00% 7.65%to 12.32% Retirement age 55 to 65 years 55 to65 years Mortality rate CIMA F CIMA F The Group regularly assesses these assumptions with the projected long-term plans and prevalent industry standards. The impact of sensitivity due tochanges inthe signicant actuarial assumptions onthe dened benet obligations isgiven inthe table below: 31 March 2022 31 March 2021 Retirement benets Severance benets Total Retirement benets Severance benets Total Discount rate +1.00% (0)(0) (1) (1) (0) (1) –1.00% 000 101 Salarygrowth rate +1.00% 000 101 –1.00% (0) (1)(1) (1) (0) (1) Withdrawal rate +1.00% (0) 11 (1) 10 –1.00% 0 (1)(1) 0 (1)(1) The above sensitivity analysis is determined based ona method that extrapolates the impact on the netdened benet obligations, because of reasonable possible changes inthe signicant actuarial assumptions. Further,the above sensitivity analysis isbased on areasonably possible change ina particular underlying actuarial assumption, while assuming all other assumptions to beconstant. Inpractice, it isunlikely to occur as changes insome of the assumptions maybe correlated. The table below summarises the maturity prole and duration ofthe dened benets plan liability (retirement and severance benets)on an undiscounted basis: As of 31 March 2022 31 March 2021 Within one year 2 2 Within one-three years 7 4 Within three-ve years 7 4 Above veyears 19 17 35 27 Weighted average duration inyears 8 7 8.Other operatingexpenses Other operating expenses mainly includes the following: For theyear ended 31 March 2022 31 March 2021 Cost ofsales 1 227 167 Repairs andmaintenance 21 31 Charitable donations 2 6 Inventories recognised as anexpense 16 15 1Cost of sales mainly includes mobile money distribution and gateway charges ![]() Financial statements 186 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 8.Other operatingexpensescontinued 8.1Auditor’s remuneration The total remuneration of the Group’sauditor, Deloitte and other component audit rms, for services provided tothe Group during the years ended 31 March 2022and 2021,respectively,is analysed below (in US$ thousands): For theyear ended 31 March 2022 31 March 2021 Audit services Fees payable tothe company’sauditor andtheir associates for the audit of the company’sannual accounts 1 2,654 2,907 Fees payable tothe company’sauditor andtheir associates for the audit of the company’ssubsidiaries 1,805 1,649 Total audit fees 4,459 4,556 Non-audit services Fees payable tothe company’sauditor associates for quarterly assurance services performed by component teams 1,027 1,109 Fees payable tocompany’sauditor andtheir associates for other assurance services 86 – Fees payable tothe company’sauditors for half yearly review procedures performed byDeloitte UK for the purposes ofAirtel Africa plc 353 320 Total non-audit fees 1,466 1,429 Total fees 5,925 5,985 1March 2021 fees includes additional fees of $423,800 arising from completion ofthe March 2020 audit relating to the impact ofCovid-19 9. Depreciation and amortisation For theyear ended 31 March 2022 31 March 2021 Depreciation 629 572 Amortisation 115 109 744 681 10. Finance costsand income For theyear ended 31 March 2021 31 March 2020 Finance costs Interest on borrowings andother nancial liabilities 162 170 Interest on lease liabilities 148 136 Net exchange loss 81 93 Bank charges, corporate guarantee fees and commitment fees 23 25 Net loss on derivative nancial instruments 12 8 Other nance charges 15 0 441 432 Financeincome Interest income on deposits 19 9 19 9 ![]() 187 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 11.Exceptionalitems Underlying prot before tax excludes the following exceptional items: For theyear ended 31 March 2022 31 March 2021 Prot before tax 1,224 697 Add: exceptional items – Gain onsale oftower assets 1 (111) – – Spectrum fee agreement cost 2 20 – – Bond prepayment cost 3 19 – – Provision for settlement ofcontractual dispute 4 12 – – Service revenues 5 – (20) – Employee restructuring cost 6 – 6 (60) (14) Underlying prot before tax 1,164 683 1Represents the gain on the sale of telecommunication tower assets inthe Group’s subsidiaries inTanzania, Rwanda, Madagascar and Malawi (refer to Note 5(c) to5(f)), as part of the Group’s strategic asset monetisation programme recognised inother non-operating income 2Represents cost of agreeing historic spectrum fees in one of the Group’s subsidiaries (refer to Note 5(j))recognised in license fees and spectrum usage charges 3Comprises cost of prepaying $505m bonds with original maturity ofMarch 2023(refer to Note 5(i)) recognised innance costs 4Represents provision for expected settlement of acontractual dispute in which one ofGroup’s subsidiaries is aparty recognised in other operating expenses 5Represents recognition of revenue pertaining toearlier years on a cumulative catch-up basis, arising out ofa settlement agreement entered with acustomer in one of the Group’s subsidiaries in Niger 6Comprises the cost ofemployee restructuring completed during the year ended 31 March 2021in one ofthe Group’ssubsidiaries, including settlement of severance pay dened benet plans recognised in employee benet expenses Underlying prot after tax excludes the following exceptional items: For theyear ended 31 March 2022 31 March 2021 Prot after tax 755 415 – Exceptional items (asabove) (60) (14) – Tax onabove exceptional items (2) – – Deferred tax asset recognition 1 – (36) (62) (50) Underlying prot after tax 693 365 1During the year ended 31 March 2021,the Group recognised deferred tax assets inAirtel Tanzania. Airtel Tanzania had carried forward losses and temporary dierences on which deferred tax was not recognised inthe past. Considering that Airtel Tanzania has been in continuous and cumulative prots and on the basis oflikely timing and the level of future taxable prots, the Group hasdetermined that it isnow probable that taxable prots will be available against which the tax losses and temporary dierences can be utilised inthe foreseeable future. Consequently, the deferred tax asset recognition criteria are met, leading to recognition of $36m during the year ended 31 March 2021 Prot attributable tonon-controlling interests include benet of$33m and $19mduring the yearended 31 March 2022 and 2021, respectively, relating tothe above exceptional items. ![]() Financial statements 188 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 12.Incometax The major components ofthe income tax expense are: For theyear ended 31 March 2022 31 March 2021 Current incometax – For the year 343 238 – Adjustments for prior periods 4 4 347 242 Deferred tax – Origination andreversal oftemporary dierences 141 114 – Write down of deferred tax due toinadequate future taxable prots 3 3 – Recognition ofdeferred tax ontax losses andtemporary dierences (17) (76) – Adjustments for prior periods (5) (1) 122 40 Income tax expense 469 282 Factors aecting the tax expense for the year The table below explains the dierences between the expected tax expenses, being the aggregate ofthe Group’s geographical split ofprots/ (loss)multiplied bythe relevant local tax rates and the Group’s total tax expense foreach year: For theyear ended 31 March 2022 31 March 2021 Prot before tax asshown in the consolidated income statement 1,224 697 Blended tax rate 1 34.2% 33.4% Tax expense at the Group’sblended tax rate 418 233 Eect of: Tax ondividend and undistributed retained earnings ofsubsidiaries 56 44 Deferred tax recognised onprojected protability 2 (17) (32) Deferred tax triggered during the year 3 – (44) Withholding taxes onthe Group management fees/Irrecoverable withholding taxes 14 13 Adjustment inrespect ofprevious years (6) (7) Settlement ofvarious disputes 5 10 Expenses (net) nottaxable/deductible 4 2 Losses forwhich no deferred tax asset recognised (3) 54 Minimum alternate tax forwhich nocredit isallowed – 9 Other tax (2) (0) Income tax expense 469 282 1Blended tax rate has been derived byapplying the following formula: Prot/(loss)before tax for each entity \* respective statutory tax rate/consolidated prot before tax For eective tax rate, refer to alternative performance measures on pages 229-231 2Majorly comprises incremental deferred tax recognised in the DRC and Niger for $10m and $9m, respectively (March 2021:$32m inthe DRC) based on forecast protability 3For the year ended 31 March 2021, $44m of deferred tax asset (DTA) was recognised on brought forward tax losses for Airtel Tanzania due tocontinued improvement in protability.Out of$44m of deferred tax, $36m was recognised under exceptional items for theinitial recognition of DTA arising on account ofthe next ve years offorecast protability.Remaining $8m pertains toDTA recognised considering the forecast protability of FY’26 The analysis ofdeferred tax assets and liabilities is asfollows: Deferred tax assets andliabilities areconsolidated jurisdiction wise at component level and net deferred tax assets/liability in the jurisdictions is segregated intodeferred tax assets and deferred tax liabilities. ![]() 189 Airtel Africa plc Annual Report and Accounts 2022 Financial statements Deferred tax injurisdictions with net deferred tax assets iscomprised of: As of 31 March 2022 31 March 2021 Deferred tax assets (net) a)Deferred tax asset arising out of Carried forward losses 144 229 Fair valuation ofnancial instruments and exchange dierences 105 89 Depreciation/amortisationonPPE/intangible 31 24 Provision for impairment oftrade receivables/advances 17 25 Deferred tax asset onfair valuation ofPPE/intangible assets 12 8 Employee benets 8 7 Provision for inventories 3 5 Deferred revenue – 4 Others 5 5 b) Deferred tax liability due to Depreciation/amortisationon PPE/intangible assets (103) (80) Transfer toasset held for sale – (2) Others – (0) 222 314 Deferred tax injurisdictions with net deferred tax liabilities iscomprised of: As of 31 March 2022 31 March 2021 Deferred tax liabilities (net) a)Deferred tax liability due to Deferred tax liability on retained earnings (74) (48) Depreciation/amortisationon PPE/intangible assets (58) (37) Others (6) (2) Fair valuation ofnancial instruments and exchange dierences (1) (0) b) Deferred tax asset arising out of Provision for impairment oftrade receivables/advances 13 1 Carried forward losses – 2 Fair valuation ofnancial instruments and exchange dierences 4 2 Deferred revenue 5 – Others 3 1 (114) (81) Net deferred tax asset/(liability) reected in the statement ofnancial position isas follows: As of 31 March 2022 31 March 2021 Deferred tax assets 222 314 Deferred tax liabilities (114) (81) Net 108 233 ![]() Financial statements 190 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 12.Incometaxcontinued Movement reected inprot andloss for each ofthe temporary dierences andtax losses carryforward isas follows: As of 31 March 2022 31 March 2021 Deferred tax expenses/(benet) Carried forward losses 84 7 Depreciation/amortisationon PPE/intangible assets 54 34 Undistributed retained earnings 27 32 Fair valuation ofnancial instruments and exchange dierences (22) (29) Provision for impairment oftrade receivables/advances (9) 8 Deferred revenue (5) (0) Deferred tax onfair valuation ofPPE/intangible assets (6) (8) Employee benets (1) (4) Provision for inventories 2 (1) Others (2) 1 122 40 The movement indeferred tax assets andliabilities from prior year end isas follows: As of 31 March 2022 31 March 2021 Opening balance 233 264 Tax (expense)/ credit recognised in statement of prot and loss (122) (40) Translation adjustment recognised inother comprehensive loss and others (3) 9 Closingbalance 108 233 Deferred tax assets arerecognised tothe extent thatit isprobable that taxable prots will be available against which the deductible temporary dierences and carry forward tax losses/credits can be utilised. Accordingly,the Group has notrecognised deferred tax assets inrespect of deductible temporary dierences andcarry forward tax losses of $1,593mand $1,491mas of31March 2022 and 31 March 2021, respectively, as itis not currently probable thatrelevant taxable prots will be available infuture. The applicable tax rates forthe same vary from 20% to33%, depending onthe tax jurisdiction inwhich the respective Group entity operates. Unused tax losses and deductible temporary dierences forwhich no deferred tax assets isrecognised: As of 31 March 2022 31 March 2021 Expiring within 5years 389 541 Expiring beyond 5years 428 124 Unlimited 776 826 1,593 1,491 Unused tax losses and deductible temporary dierences forwhich deferred tax assets isrecognised: As of 31 March 2022 31 March 2021 Expiring within 5years – 8 Expiring beyond 5years – 1 Unlimited 708 764 708 773 The Group does not recognise deferred tax liability onthe unremitted retained earnings ofits subsidiaries wherever it believes that itwould avail the tax credit for the dividend distribution tax payable bythe subsidiaries on its dividend distribution and consequently no tax arises. The taxable temporarydierence associated with respect tosuch unremitted retained earnings is $76m and $32m as of31 March 2022and 31 March 2021, respectively.The distribution ofthe unremitted retained earnings isexpected toattract atax inthe range of 5% to 20% depending on the tax rate applicable asof 31 March 2022 in the jurisdiction in which the respective the Group entity operates. ![]() 191 Airtel Africa plc Annual Report and Accounts 2022 Financial statements Factors aecting the tax charge in future years a) The Group’s future tax charge andeective tax rate, could be aected by the following factors: • Change in income tax rate inany ofthe jurisdictions in which the Group operates • Overall prot mix between prot and loss-making entities • Withholding tax on distributed and undistributed retained earnings ofsubsidiaries • Recognition of deferred tax assets inany of the Group entities b)The Group isroutinely subjected toaudit bytax authorities inthe jurisdictions inwhich the Group operate. The Group recognises tax provisions based onreasonable estimates for those matters where determination of tax isuncertain but it isconsidered probable thatthere will bea future outow of funds totax authorities. The amount ofthese provisions isbased onvarious factors, such asexperience ofprevious tax audits and dierent interpretations of tax regulations by thetax authority in jurisdictions inwhich the Group operates; theamount ultimately paid for these uncertain tax cases maydier materially and could, therefore, aect the Group’s overall protability and cash ows inthe future. c)The tax impact ofa transaction disclosed ascontingent liability can also be uncertain until a conclusion isreached with the relevant tax authority orthrough alegal process. Refer to Note29 for details ofthe contingencies pertaining toincome tax. 13. Earnings per share (EPS) The details used in the computation ofbasic EPS: For theyear ended 31 March 2022 31 March 2021 Prot forthe year attributable toowners ofthe company 631 339 Weighted average ordinary shares outstanding for basic EPS 3,754,179,962 3,757,550,081 Basic EPS 16.8 cents 9.0 cents The details used in the computation ofdiluted EPS: For theyear ended 31 March 2022 31 March 2021 Prot forthe year attributable toowners ofthe company 631 339 Weighted average ordinary shares outstanding for diluted EPS 1 2 3,760,109,303 3,759,122,452 Diluted EPS 16.8 cents 9.0 cents 1The dierence between the basic and diluted number of shares at the end ofMarch 2022being 5,929,341(March 2021: 1,572,371) relates to awards committed but not yet issued under the Group’s share-based payment schemes 2Deferred shares have not been considered for EPS computation as they do not have the right toparticipate in prots ![]() Financial statements 192 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 14. Property, plant and equipment (PPE) The following table presents the reconciliation of changes in thecarrying value ofPPE forthe years ended 31 March 2022and 31 March 2021: Leasehold improvements BuildingLand Plant and equipment 2 Furniture andxture Vehicles Oce equipmentComputer Total Capital work in progress 3 Gross carrying value Balance as of 1April 2020 50 47 26 2,408 25 24 37 661 3,278 259 Additions/capitalisation 110 648 14 09 26 699 611 Disposals/adjustments 1 (1) (0)(0) (32) (1) (0)(0)(0) (34) (696) Transferred toassets held forsale ––– (77) –0– (0) (77) (0) Foreigncurrency translation impact 0 (2) 1 (89) (1) 0 (1)(11)(103) (8) Balance as of 31 March 2021 50 46 27 2,858 37 24 45 676 3,763 166 Additions/capitalisation 1 02 543 28 0 14 38 626 653 Disposals/adjustments 1 (0)(0) (2) (285) (2)(2) (4) (1) (296) (627) Foreign currency translation impact (2) 1 (1) (71) (1) (0) 0 (10) (84) (3) Balance as of 31 March 2022 49 47 26 3,045 62 22 55 703 4,009 189 Accumulated depreciation Balance as of 1April 2020 42 15 1 722 9 22 19 616 1,446 – Charge 230 341 619 27 389 – Disposals/adjustments 1 (0)(0) 0 (28) (0) (1) (0) 1 (28) – Transferred toassets held forsale ––– (58) – (0) – (0) (58) – Foreigncurrency translation impact 0 (1) (0) (41) (0) 0 (1) (9) (52) – Balance as of 31 March 2021 44 17 1 936 15 22 27 635 1,697 – Charge 130 364 10 09 31 418 – Disposals/adjustments 1 0 (0) (1) (241) (2)(2) (3)(3) (252) – Foreigncurrency translation impact (1) 0 (0) (56) (0)(0) (1)(10) (68) – Balance as of 31 March 2022 44 20 0 1,003 23 20 32 653 1,795 – Net carrying value As of 1April 20208 32 25 1,686 16 2 18 45 1,832 259 As at 31 March 2021 6 29 26 1,922 22 2 18 41 2,066 166 As at 31 March 2022 5 27 26 2,042 39 2 23 50 2,214 189 1Related tothe reversal of gross carrying value and accumulated depreciation on retirement of PPE and reclassication from one categoryof asset toanother 2Includes PPE pledged against the Group’s borrowings outstanding of $50m as at31March 2022 and 31 March 2021. For details towards pledge of the above assets, refer to Note 22.2 3The carrying value of capital work-in-progress as of31March 2022and 2021mainly pertains toplant and equipment ![]() 193 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 15.Intangibleassets The following table presents the reconciliation of changes in thecarrying value ofgoodwill and other intangible assets for the years ended 31March 2022 and 2021: Goodwill Other intangibleassets Intangibles under development Software Licences (including spectrum) 2 Others Total Gross carrying value Balance as of 1April 2020 3,943 5 735 25 765 30 Additions/capitalisation –– 212 – 212 366 Disposals/adjustments 1 – (2) 2 (1)(1) (212) Transferred toassets held for sale ––0–0– Foreign currency translation impact (108) (0) (13) (0) (13) (7) Balance as of 31 March 2021 3,835 3 936 24 963 177 Additions/capitalisation –– 187 7 194 21 Disposals/adjustments 1 –– (53) (0) (53) (194) Foreign currency translation impact (8) – (28) (1) (29) (2) Balance as of 31 March 2022 3,827 3 1,042 30 1,075 2 Accumulated amortisation Balance as of 1April 2020 –5 281 23 309 – Charge –– 108 1 109 – Disposals/adjustments 1 – (2) (0) (1) (3) – Foreign currency translation impact – (0) (10) (0) (10) – Balance as of 31 March 2021 –3 379 23 405 – Charge –– 113 2 115 – Disposals/adjustments 1 –– (52) (0) (52) – Foreign currency translation impact –– (24) (1) (25) – Balance as of 31 March 2022 –3 416 24 443 – Net carrying value As of 1April 2020 3,943 – 454 2 456 30 As at 31 March 2021 3,835 – 557 1 558 177 As at 31 March 2022 3,827 – 626 6 632 2 1Mainly consists of reversal of gross carrying value and accumulated depreciation on retirement of intangibles and reclassication from one category of asset to another 2The Group capitalises deferred spectrum licence payments, for which the Group is under an obligation for payment until the expiry of the licence period. Consequently, intangible assets are recognised atthe present value ofsuch payments with acorresponding liability The weighted average remaining amortisation period of the Group’s licences asof 31 March 2022 and 2021 is9.47years and9.90 years, respectively. Impairment review The carrying amount of goodwill isattributed tothe following groups of CGUs: As of 31 March 2022 31 March 2021 Nigeria 1,275 1,298 East Africa 1,835 1,821 FrancophoneAfrica 717 716 3,827 3,835 The Group tests goodwill forimpairment annually on 31 December.The carrying amount of goodwill as of31 December 2021 was $1,277m, $1,861m and$719m for Nigeria, East Africa and Francophone Africa, respectively.The recoverable amounts ofthe above group ofCGUs are based onvalue-in-use, which aredetermined based on ten-year business plans that havebeen approved bythe Board. ![]() Financial statements 194 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 15. Intangible assets continued Whilst the Board performed along-term viability assessment overa three-year period, for the purpose ofassessing liquidity (refer to long-term viability statement onpages 87to 88),the Group hasadopted aten-year plan forthe purpose of impairment testing due tothe following reasons: • The Group operates in emerging markets where the telecommunications market isunderpenetrated compared todeveloped markets. In these emerging markets, short-term plans (for example, ve years) are notindicative ofthe long-term future prospects and performance of the Group. • The life ofthe Group’s regulatory licences and network assets areat anaverage of tenyears, and • The potential opportunities of the emerging African telecom sector, which ismostly atwo-three player market with lower smartphone penetration. Accordingly,the Board approved that this planning horizon reects the assumptions for medium to long-term market developments, appropriately covers market dynamics ofemerging markets and better reects the expected performance in the markets in which the Group operates. While usingthe ten-year plan, the Group also considers external market data tosupport the assumptions used in such plans, which isgenerally available only for the rst ve years. Considering the degree ofavailability of external market data beyond year ve, the Group has performed a sensitivity analysis to assess the impact onimpairment of using ave-year plan. The results ofthis sensitivity analysis demonstrate that the initial ve-year plan with appropriate changes, including long-term growth ratesapplied at the end ofthis period does not result inany impairment and does notimpact the headroom bymore than 5%in any ofthe group ofCGUs ascompared tothe headroom using the ten-year plan. Further, the Group iscondent that projections for years six toten are reliable and can demonstrate its ability, based onpast experience, toforecast cash ows accurately over alonger period. Accordingly, the Board has approved and the Group continues tofollow aconsistent policy ofusing an initial forecast period often years forthe purpose of impairment testing. In assessing the Group’s prospects, the directors considered 5Gcellular network potential inthe markets which the Group operates. The Group’s rst endeavour isto secure spectrum for 5Glaunch and roll out 5Gnetwork in keymarkets. Given the relatively low 4Gcustomer penetration in the countries where itoperates, the Group will continue to focus onits strategy toexpand its data services andincrease data customer penetration byleveraging and expanding its leading 4Gnetwork. During the year, the Central Bank of Nigeria gaveAirtel Africa’ssubsidiary Smartcash Payment Service Bank Limited (Smartcash)approval in principle tooperate apayment service bank (PSB) business in Nigeria. The PSB licence allows Smartcash toaccept deposits from individuals and small businesses, carryout payment and remittance services within Nigeria, andissue debit andprepaid cards among other activities set out by the Central Bank ofNigeria (CBN). As ofthe dateof impairment testing, the Group had in-principle approval ofsuch licence inhand. Subsequent to the yearend, in April 2022, the Group hasreceived the nalapproval from the Central Bank of Nigeria for afull PSB licence aording the Group the opportunity todeliver afull suite ofmobile money services in Nigeria. Management isin early stages ofconsidering the impact ofclimate change (refer toclimate change disclosure on pages 54to 58).Based onthe analysis conducted sofar, the Group issatised thatthe impact ofclimate change does notlead to animpairment asat 31 December 2021 and is adequately covered aspartof the sensitivities disclosed below. The cash ows beyond the planning period areextrapolated using appropriate long-term terminal growth rates. The long-term terminal growth rates used do notexceed the long-term average growth rates ofthe respective industry and country inwhich the entity operates and are consistent with internal/external sources of information. The inputs used inperforming the impairment assessment at 31December 2021 were asfollows: Assumptions Nigeria East Africa Francophone Africa Pre tax discount rate 24.35% 16.17% 15.43% Capitalexpenditure (as %of Revenue)8% –15%7%– 15%7% –12% Long-term growth rate 2.65% 5.31% 5.46% At 31 December 2021, the impairment testing did not result inany impairment inthe carrying amount ofgoodwill inany group ofCGUs. The key assumptions inperforming the impairment assessment are asfollows: Assumptions Basis of assumptions Discount rate Discount rate reects the market assessment ofthe risks specic to the group ofCGUs and estimated based on the weighted average cost ofcapital for each respective group ofCGUs. Capitalexpenditure The cash ow forecasts of capital expenditure arebased on experience after considering the capital expenditure required to meet coverage andcapacity requirements relating tovoice, data andmobile money services. Growth ratesThe growth rates used are inline with the long-term average growth rates ofthe respective industryand country in which the entity operates and are consistent with internal/external sources ofinformation. At 31 December 2021, the impairment testing did not result inany impairment inthe carrying amount ofgoodwill inany group ofCGUs. The results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount by $5,579mfor East Africa (173%)and $2,559m forFrancophone Africa (160%). For Nigeria, the recoverable amount exceeds the carrying amount by $2,842m (104%), including the cash ows ofPSB licence which was received subsequent to the impairment testing date. Excluding such cash ows did not result in anyimpairment in Nigeria. The Group, therefore, concluded that no impairment wasrequired to the Goodwill held against each group of CGUs. ![]() 195 Airtel Africa plc Annual Report and Accounts 2022 Financial statements • Sensitivity indiscount rate andcapital expenditure Management believes that no reasonably possible change in anyof the keyassumptions would cause the dierence between the carrying value and recoverable amount for anycash-generating unit tobe materially dierent from the recoverable value inthe base case. The table below sets out the breakeven pre-tax discount ratefor each group ofCGUs, which will result in the recoverable amount being equal with the carrying amount foreach group ofCGUs: Nigeria East Africa Francophone Africa Pre tax discount rate 43.70% 34.34% 32.63% The table below presents the increase in isolation incapital expenditure asa percentage ofrevenue (across all yearsof the impairment review) which will result inequating the recoverable amount with the carrying amount for each group ofCGUs: Nigeria East Africa Francophone Africa Capital expenditure (as %of revenue) 9.64% 13.99% 11.06% No reasonably possible change in the terminal growth ratewould cause the carrying amount to exceed the recoverable amount. Impairment assessment for the year ended 31 March 2021 The inputs used inperforming the impairment assessment at 31December 2020 wereas follows: Assumptions Nigeria East Africa Francophone Africa Pre tax discount rate 22.45% 14.82%14.25% Capitalexpenditure 1 8% –19%6% –17%5% –10% Long-term growth rate 2.51%5.11% 3.70% 1Capital expenditure is expressed as apercentage of gross revenue over the plan period At 31 December 2020, the impairment testing did not result inany impairment inthe carrying amount of goodwill in anygroup ofCGUs. The key assumptions inperforming the impairment assessment are asfollows: Assumptions Basis of assumptions Discount rate Discount rate reects the market assessment ofthe risks specic to the group ofCGUs and areestimated based on the weighted average cost of capital for each respective group ofCGUs. Following the onset ofthe Covid-19 outbreak, the Group hadconcluded that indetermining the discount rate at31March 2020, usingspot country risk premiums would notgive adiscount rate thata market participant would expect atthe balance sheet date in determining the present value of cash ows overa ten-year period. At31December 2020this signicant market volatility hasreduced andmanagement has reverted to usinga spot rate. Capitalexpenditure The cash ow forecasts of capital expenditure arebased on experience after considering the capital expenditure required to meet coverage andcapacity requirements relating tovoice, data andmobile money services. Growth ratesThe growth rates used are inline with the long-term average growth rates ofthe respective industryand country in which the entity operates and are consistent with internal/external sources ofinformation. At 31 December 2020, the impairment testing did not result inany impairment inthe carrying amount of goodwill in anygroup ofCGUs. The results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount by $1,719mfor Nigeria (69%), $4,811mfor East Africa (155%) and$1,811m for Francophone Africa (107%).The Group, therefore, concluded that no impairment wasrequired to the Goodwill held against each group of CGUs. • Sensitivity indiscount rate andcapital expenditure Management believes that no reasonably possible change in anyof the keyassumptions would cause the dierence between the carrying value and recoverable amount for anycash-generating unit tobe materially dierent from the recoverable value inthe base case. The table below sets out the breakeven pre-tax discount ratefor each group ofCGUs, which will result in the recoverable amount being equal with the carrying amount foreach group ofCGUs: Nigeria East Africa Francophone Africa Pre tax discount rate 33.28% 29.04% 26.32% The table below presents the increase in isolation incapital expenditure asa percentage ofrevenue which will result inequating the recoverable amount with the carrying amount for each group ofCGUs: Nigeria East Africa Francophone Africa Capital expenditure (as %of revenue) 6.81% 13.94% 9.86% No reasonably possible change in the terminal growth ratewould cause the carrying amount to exceed the recoverable amount. ![]() Financial statements 196 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 16. Investment in associate The Group’sinterests inassociate are accounted for usingthe equity method. The details (principal place ofoperation/countryof incorporation, principal activities and percentage ofownership interest andvoting power (direct/indirect) held bythe Group) ofassociates are set outin Note35. The amounts recognised in the statement of nancial position areas follows: As of 31 March 2022 31 March 2021 Investment inassociate 6 4 6 4 The amount recognised inthe income statement isas follows: For theyear ended 31 March 2022 31 March 2021 Share ofprot ofassociate (0) (1) (0) (1) The amount recognised inother comprehensive income isas follows: For theyear ended 31 March 2022 31 March 2021 Share ofother comprehensive income of associate 1 0 1 0 17.Derivativenancialinstruments As of 31 March 2022 31 March 2021 Assets Currency swaps, forward and option contracts 3 13 Interest swaps 3 – 6 13 Liabilities Currency swaps, forward and option contracts 8 10 Interest swaps – 2 Embedded derivatives 1 1 9 13 Non-current derivative nancial assets 3 6 Current derivative nancial assets 3 6 Non-current derivative nancial liabilities – (6) Current derivative nancial liabilities (9) (7) (3) (1) During the year ended 31 March 2021, the Group had entered into aCross Currency Swap (CCS)in oneof its subsidiaries, which was accounted for asFVTPL. On recognition, since the fair value ofthe CCS could neither be evidenced bya quoted price in anactive market nor data from any observable markets was available, the dierence between the fair value at initial recognition andthe transaction price was deferred and recognised on astraight-line basisover the tenure ofthe CCS. The fair value ofthe CCS was determined based ona valuation report bythe CCS issuer. A reconciliation of day1 aggregate dierence not recognised atthe beginning and end ofthe period ofchanges inthe balance of this dierence is asfollows: For theyear ended 31 March 2022 31 March 2021 Opening balance 4 – Dierence between fairvalue on initial recognition and transaction price – 5 Less: aggregate dierence recognised inprot and loss (3) (1) Closingbalance 1 4 ![]() 197 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 18. Othernon-nancial assets Non-current As of 31 March 2022 31 March 2021 Advances (net) 1 28 20 Capitaladvance 16 8 Prepaid expenses 2 79 74 Others 3 11 10 134 112 1Advances (net) mainly includes payments made to various government authorities under protest, for tax, legal and regulatory sub judice matters and are net of allowance recognised as part of the Group’s recoverability assessment of $11m and $7mas of 31 March 2022 and 2021, respectively 2Prepaid expenses mainly include prepayments in respect of indefeasible right touse (IRU) 3Others mainly include amount receivable from minority shareholders on account of issue of share capital in one ofthe subsidiaries Current As of 31 March 2022 31 March 2021 Prepaid expenses 1 113 87 Taxes recoverable 2 37 38 Advances to suppliers (net) 3 20 7 Others 4 45 15 215 147 1Prepaid expenses mainly includes costs to obtain or full contracts with customers, prepaid payment in respect ofindefeasible right to use (IRU), deferred spectrum charges, network costs and advance rent related to oces and shops 2Taxes recoverable include customs duty,sales tax and value added tax 3Advance to suppliers (net) are disclosed net of provision of $8m and $11m as of31 March 2022 and 2021, respectively 4Others mainly includes claims receivable from vendors based on contractual arrangements and employee advances net of related provision of $5mand $2m asof 31March 2022 and 2021, respectively. The balance asof 31 March 2022also includes areimbursement asset amounting to$25m (refer to Note 25) 19. Trade receivables As of 31 March 2022 31 March 2021 Trade receivable 1 303 297 Less: allowance forimpairment oftrade receivables (180) (184) 123 113 1Refer to Note 32 for credit risk The movement inallowances fordoubtful debts isas follows: For theyear ended 31 March 2022 31 March 2021 Opening balance 184 190 Additions 21 21 Reversal (25) (27) Net reversal (4) (6) Closingbalance 180 184 There hasbeen nochange in the estimation techniques or signicant assumptions made incalculating the provision. ![]() Financial statements 198 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 20.Cash and bankbalances Cash and cash equivalents As of 31 March 2022 31 March 2021 Balances with banks – On current accounts 267 486 – Bank deposits with original maturity of three months or less 281 290 Cheques on hand – 0 Balance held in wallets 89 36 Cash on hand 1 1 638 813 Other bank balances As of 31 March 2022 31 March 2021 Term deposits with banks with original maturity of more than three months but less than 12 months 220 257 Margin money deposits 1 158 25 Unpaiddividend 0 0 378 282 1Margin money deposits represent amount given as collateral for legal cases and/or bank guarantees for disputed matters, deposit against derivative contracts and deposits given against borrowings in one of the Group’s subsidiaries For the purpose of the statement of cashows, cash and cash equivalents are asfollows: As of 31 March 2022 31 March 2021 Cash and cash equivalents as per balance sheet 638 813 Balance held under mobile money trust 513 440 Bank overdraft (304) (251) Cash and cash equivalents classied asheld for sale (refer to note34) – 1 847 1,003 21. Financial assets – others Current As of 31 March 2022 31 March 2021 Unbilled revenue 53 43 Claims recoverable 1 42 6 Interest accrued on investments/deposits 2 1 Others 2 27 16 124 66 1As of 31 March 2022, this primarily includes receivables under the Group’s tower sale agreements 2It predominantly includes advance given for payment service bank licence and currency swaps ![]() 199 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 22. Borrowings Non-current As of 31 March 2022 31 March 2021 Secured Term loans 50 50 Less: current portion (A) (50) (50) – – Unsecured Term loans 2 655 544 Non-convertible bonds 1 2 1,015 2,403 1,670 2,947 Less: current portion (B) (184) (1,076) 1,486 1,871 1,486 1,871 Current As of 31 March 2022 31 March 2021 Unsecured Term loans 2 248 92 Bank overdraft 304 250 552 342 Current maturities of long-term borrowings (A +B) 234 1,126 786 1,468 1It includes impact of fair value hedges (refer to Note 32) 2Includes debt origination costs 22.1 Analysis of borrowings The details given in Notes 22.1.1,22.1.2 and 22.2 arebased on contractual cash ows before adjusting for debtorigination cost andfair valuation adjustments pertaining tothe Group’s fair value hedges. 22.1.1 Repayment terms of borrowings The table below summarises the maturity prole of the Group’sborrowings: As of 31 March 2022 31 March 2021 Within one year 786 1,468 Between one and two years 339 680 Between two and ve years 1,136 1,175 2,261 3,323 ![]() Financial statements 200 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 22. Borrowings continued 22.1.2 Currency of borrowings Total borrowings Floatingrate borrowings Fixed rate borrowings USD 1,773 500 1,273 Euro 7272 – XAF 117 – 117 XOF 91 – 91 Others 208 116 92 31 March 2022 2,261 688 1,573 USD 2,063 411 1,652 Euro 955 75 879 XAF 98 – 98 XOF 68 – 68 Others 139 74 66 31 March 2021 3,323 560 2,763 22.2 Security details The Group has taken borrowings in Airtel Networks Limited towards its working capital and capital expenditure requirements. The details of security provided areas follows: Entity Relation Outstanding loanamount SecurityDetail 31 March 2022 31 March 2021 Airtel Networks Limited Subsidiary 50 50 Pledge ofall xed and oating assets All non-convertible bonds contain anegative pledge covenant whereby Bharti Airtel Limited and certain ofits signicant subsidiaries arenot permitted to create any security interest to secure any indebtedness for borrowed money or obligations evidenced by bonds, debentures or notes (among other things, and subject tocertain exceptions), without atthe same time granting security equally and rateably tothe holders of these bonds. All non-convertible bonds also contain event of default clause which gets triggered if Bharti Airtel Limited (intermediate parent entity) ceases to control, directly or indirectly, at least 51% of the voting power of the voting stock of Bharti Airtel International (Netherlands) B.V. (a subsidiary of the Group) in addition to other events of default which are usual and customary to such bonds. All non-convertible bonds are guaranteed by Bharti Airtel Limited (intermediate parent entity), for detail refer to Note 32. Such guarantee is considered an integral part of the bonds and, therefore, accounted for as part of the same unit of account. 22.3 Unused lines of credit 1 The below table provides details of undrawn credit facilities that are available to the Group. As of 31 March 2022 31 March 2021 Undrawn credit facilities 749 940 1Excluding non-fund based facilities such as bank guarantee For updated details around the committed facilities available tothe Group asof the dateof authorisation of nancial statements, refer toNote 2.2 on goingconcern. ![]() 201 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 23. Financial liabilities – others Non-current As of 31 March 2022 31 March 2021 Deferred payment liability 79 77 Payable against capital expediture 5 11 Security deposits 2 2 Others 2 1 88 91 Current As of 31 March 2022 31 March 2021 Payable against capital expenditure 247 302 Employees payables 52 46 Interest accrued but not due 29 50 Security deposit 1 12 11 Deferred payment liability 15 12 Dividend payable to NCI 37 3 Others 2 36 24 428 448 1This pertains to deposits received from customers/channel partners, which are repayable on demand after adjusting the outstanding from such customers/ channel partners 2This mainly pertains to amount payable to related parties, other statutory dues payable, and interest received on trust bank accounts 24.Other non-nancialliabilities Non-current As of 31 March 2022 31 March 2021 Income received in advance 18 24 18 24 Current As of 31 March 2022 31 March 2021 Taxes payable 1 171 146 Income received in advance 5 5 176 151 1Taxes payable includes value added tax, excise, withholding taxes and other taxes payable ![]() Financial statements 202 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 25. Provisions Non-current As of 31 March 2022 31 March 2021 Employee benet obligations 18 18 Asset retirement obligations 1 2 7 Total 20 25 Current As of 31 March 2022 31 March 2021 Provision for subjudice matters 2 63 59 Employee benet obligations 6 6 Total 69 65 1The amount of future cash outows to meet the asset retirement obligations are subject to inherent uncertainties due to limited availability ofinformation on the amount of cost to be incurred in future 2This includes provision for withholding taxes on interconnect and roaming charges in one of the Group’s subsidiaries amounting to $0m (March 2021: $21m) The movement ofprovision for subjudice matters isas given below: For the year ended 31 March 2022 Indirect taxcases Legaland regulatory casesTotal Opening balance 40 19 59 Additions during the year 1 15 41 56 Reversal during the year 2 (29) (2) (31) Utilisation during the year (14) (7) (21) Closing balance 12 51 63 1During the year, the Group recognized a provision amounting to $25m pertaining to a probable obligation in relation to a deed of support against which the Group carries a back to back indemnity and has thus recognized a reimbursement asset of the same amount (refer to Note 18). 2Includes reversal of $21m for settlement of a matter related to withholding taxes on interconnect and roaming charges in one of the Group’s subsidiaries. For the year ended 31 March 2021 Indirect tax cases Legal and regulatory cases Total Opening balance 42 18 60 Additions during the year 1 11 7 18 Reversal during the year (1)(1) (2) Utilisation during the year (12) (5) (17) Closing balance40 19 59 1Includes incremental tax provision of$6m and settlement of $10m for various tax sub judice matter in one ofthe Group’s subsidiaries. For details of contingent liabilities, refer to Note 29. ![]() 203 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 26. Share capital As of 31 March 2022 31 March 2021 Authorised shares 3,758,151,504 Ordinaryshares of$0.5 each (March 2021: 3,758,151,504) 1,879 1,879 3,081,744,577 Deferred shares of$0.5 each (March 2021:3,081,744,577) 1,541 1,541 3,420 3,420 Issued, Subscribed and fully paid-up shares 3,758,151,504 Ordinaryshares of$0.5 each (March 2021: 3,758,151,504) 1,879 1,879 3,081,744,577 Deferred shares of$0.5 each (March 2021:3,081,744,577) 1,541 1,541 3,420 3,420 Terms/rights attached to equity shares The company hasfollowing two classes ofordinary shares: • Ordinary shares having par value of $0.5 per share. Each holder of equity shares is entitled to cast one vote per share and carry a right to dividends. • Deferred shares of$0.5 each. These deferred shares arenot listed andare intended tobe cancelled in due course. Noshare certicates areto be issued in respect ofthe deferred shares. These arenot freely transferable and would notaect the net assets ofthe company.The deferred shareholders shall have no right to receive any dividend or other distribution or return whether of capital or income. On a return of capital in a liquidation, the deferred shareholders shall have the right to receive the nominal amount of each deferred share held, but only after the holder of each Other share (i.e. shares other than the deferred shares) in the capital of the company shall have received the amount paid up on each such Other share held and the payment in cash or in specie of £100,000 (or its equivalent in any other currency) on each such Other shares held. The company shall have an irrevocable authority from each holder of the deferred shares at any time to purchase all or any of the deferred shares without obtaining the consent of the deferred shareholders in consideration of the payment of an amount not exceeding one US cent in respect of all of the deferred shares then being purchased. 27. Other equity a. Retained earnings Retained earnings represent the amount of accumulated earnings of the company and gains/(losses) on common control transactions. The company’s distributable reserves are equal to the balance of its retained earnings of $657m (as presented on pages 225-228 in company only nancial statements).The majority ofthe Group’s distributable reserves areheld in investment and operating subsidiaries. Management continuously monitors the level of distributable reserves in each company in the Group, ensuring adequate reserves are available for upcoming dividend payments and that the company has access to these reserves. ![]() Financial statements 204 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 27. Other equity continued b. Share premium The aggregate dierence between the par value ofshares and the subscription amount isrecognised asshare premium. c. Other components ofequity Foreign currency translation reserve Share stabilisation reserve Share-based payment reserve Treasury shares Total As of1 April 2020 (2,259) 70– (2,252) Net losses dueto foreign currency translation dierences (129) ––– (129) Net gains on net investments hedge (11) ––– (11) Purchase of own shares ––– (4)(4) Employee share-based payment reserve ––000 As of 31 March 2021 (2,399) 70 (4) (2,396) As of01 April 2021 (2,399) 70 (4) (2,396) Net gain due toforeign currency translation dierences 1 (4) ––– (4) Transaction with NCI (1) ––– (1) Net losses on net investments hedge (8) ––– (8) Purchase of own shares ––– (6)(6) Employee share-based payment expenses ––133 As of 31 March 2022 (2,412) 71 (7) (2,412) 1It includes net FCTR gain of $5m reclassied to statement of comprehensive income on disposal of foreign tower operations in Malawi and Madagascar,refer to Note 5(d) and(e) Treasury shares Details ofmovement intreasuryshares: For theyear ended 31 March 2022 31 March 2021 Number of shares (in‘000) Amount Number of shares Amount Opening balance 3,699,614 4 –– Purchased during the year 3,741,747 6 4,314,288 4 Excercised during the year (2,509,155) (3) (614,674) (0) Closingbalance 4,932,206 7 3,699,614 4 27.1Dividends For theyear ended 31 March 2022 31 March 2021 Distributions toequity holders in the year: Final dividend forthe year ended 31 March 2021of 2.5 cents (2020: 3cents) per share 94 113 Interim dividend for the yearended 31 March 2022 of2 cents (2021: 1.5 cents) per share 75 56 169 169 Proposed dividend forthe year ended 31 March 2022of 3cents (2021: 2.5 cents) per share 113 94 The proposed nal dividend issubject toapproval byshareholders atthe Annual General Meeting and hasnot been included as aliability in these nancial statements. The proposed dividend ispayable to allordinaryshareholders on the register ofmembers on 24 June 2022.The payment of this dividend will not have any tax consequences for the Group. ![]() 205 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 28. Investmentsin subsidiaries The details (principal place of operation/country of incorporation, principal activities and percentage ownership interest and voting power (direct/indirect) held by the Group) of subsidiaries are set out in Note 35. Summarised nancial information ofthe principal subsidiaries having material non-controlling interests isas follows: A. Airtel Tanzania Public Limited Company Summarised nancialposition  As of  31 March 2022 31 March 2021 Assets   Non-current assets 375 321 Current assets 194 150 Liabilities   Non-current liabilities 162 531 Current liabilities 307 279 Equity 100 (339) % of ownership interest held by NCI 49% 49% Accumulated NCI 1 2 70 (145) 1Includes share ofgoodwill of $21m(March 2020: $21m) 2Includes the impact of waiver of shareholder loan by BATBV and BAIN, refer to Note 5(c) Summarised incomestatement  For the yearended  31 March 2022 31 March 2021 Revenue 308 283 Net prot 150 90 Other comprehensiveloss (19) (3) Total comprehensive income 131 87 Total comprehensive income allocated to NCI 64 43 Summarised cash ows  For the yearended  31 March 2022 31 March 2021 Net cash inow from operating activities 124 92 Net cash outow from investing activities (87) (58) Net cash outow from nancing activities (51) (24) Net cash (outow)/inow (14) 10 Dividend paid to NCI during the year 3 31 5 3Included in cash ow from nancing activities B. Airtel Malawi plc Summarised nancialposition  As of  31 March 2022 31 March 2021 Assets   Non-current assets 126 117 Current assets 67 46 Liabilities   Non-current liabilities 72 29 Current liabilities 72 93 Equity 49 41 % of ownership interest held by NCI 20% 20% Accumulated NCI 1 52 52 1Includes share ofgoodwill of $42m(March 2021: $43m) ![]() Financial statements 206 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 28.Investments in subsidiaries continued Summarised incomestatement  For the yearended  31 March 2022 31 March 2021 Revenue 170 153 Net prot 34 30 Other comprehensiveloss 3 (3) Total comprehensive income 37 27 Total comprehensive income allocated to NCI 7 5 Summarised cash ows  For the yearended  31 March 2022 31 March 2021 Net cash inow from operating activities 31 79 Net cash inow/(outow) from investing activities 3 (38) Net cash outow from nancing activities (18) (20) Net cash inow 16 21 Dividend paid to NCI during the year 2 6 4 2Included in cash ow from nancing activitie C. Airtel Mobile Commerce B.V. sub-group (i.e. including subsidiaries) Summarised nancialposition As of  31 March 2022 31 March 2021 Assets   Non-current assets 27 – Current assets 616 – Liabilities Non-current liabilities 21 – Current liabilities 456 – Equity 166 – % of ownership interest held by NCI 26% – Accumulated NCI 43 – Summarised incomestatement For theyear ended  31 March 2022 31 March 2021 Revenue 308 – Net prot 93 – Other comprehensiveloss (2) – Total comprehensive income 91 – Total comprehensive income allocated to NCI 21 – Summarised cash ows For theyear ended  31 March 2022 31 March 2021 Net cash inow from operating activities 110 – Net cash outow from investing activities (75) – Net cash inow from nancing activities 1 – Net cash inow 36 – ![]() 207 Airtel Africa plc Annual Report and Accounts 2022 Financial statements D. Airtel Networks Limited (Nigeria) Summarised nancialposition  As of  31 March 2022 31 March 2021 Assets  Non-current assets 1,689 1,633 Current assets 455 180 Liabilities   Non-current liabilities 570 484 Current liabilities 785 624 Equity 789 705 % of ownership interest held by NCI 0.04% 8.26% Accumulated NCI 0 58 Summarised incomestatement  For the yearended  31 March 2022 31 March 2021 Revenue 1,878 1,552 Net prot 431 332 Other comprehensiveloss (6) (43) Total comprehensive income 425 289 Total comprehensive income allocated to NCI 0 24 Summarised cash ows  For the yearended  31 March 2022 31 March 2021 Net cash inow from operating activities 923 773 Net cash outow from investing activities (413) (495) Net cash outow from nancing activities (462) (120) Net cash inow 48 158 Dividend paid to NCI during the year 1 10 – 1Included in cash ow from nancing activities 29. Contingent liabilities and commitments (i) Contingent liabilities  As of  31 March 2022 31 March 2021 (a)Taxes, dutiesand otherdemands (under adjudication/appeal/dispute) – Income tax 18 23 – Value added tax 1 30 30 – Customs duty and excise duty 9 8 – Other miscellaneous demands 6 9 (b)Claims under legal and regulatory cases, including arbitration matters 2 3 82 87 145 157 There are uncertainties in the legal, regulatory and tax environments in the countries in which the Group operates and there is a risk of demands, which may be raised based on current or past business operations. Such demands have in the past been challenged and contested on merits with the relevant authorities and appropriate settlements agreed. Other than amounts provided where the Group believes there is a probable settlement and contingent liabilities where the Group has assessed the additional possible amounts, there are no other legal, tax or regulatory obligations which maybe expected tobe material tothe nancial statements. The movement in contingent liabilities during the year ended 31 March 2022 of $12m primarily comprises a reduction on account of settlement of an income tax assessment amounting to approximately $3m, closure of other miscellaneous demand amounting to approximately $3m and rest of the cases are individually immaterial. ![]() Financial statements 208 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are in US$ millions unless stated otherwise) 29. Contingent liabilities and commitments continued The company and its subsidiaries are currently and may become, from time to time, involved in a number of legal proceedings, including inquiries from, or discussions with, governmental authorities that are incidental to their operations. As of 31 March 2022, the Group’s key contingent liabilities include thefollowing: 1 Value Added Tax (VAT) • VAT Audit 2016 In July 2016, one ofthe subsidiaries in the mobile services business made apayment toanother subsidiary engaged inpassive infrastructure services for all invoices raised since 2013 for rendering tower services. The subsidiary claimed the input VAT charged on these invoices. During the desktop VAT audit conducted by the tax authorities for 2016, the above mentioned VAT credit was denied alleging that the VAT credit was time barred. Based on the VAT rules, the mobile services subsidiary is of the view that the time limitation for claiming input VAT starts from the year in which payment is made against the invoice. Since the payment was made in 2016, the time limit for claiming input credit (by 31 December of following year) had not lapsed. In October 2016, the mobile services subsidiary received a notice of recovery and proceeded to make the 10% deposit in order to initiate litigation. The subsidiary submitted a comprehensive letter to the authorities in October 2017, for which a response is awaited from the tax authorities. An amount of $9m is included within contingent liabilities in respect of this matter. No provision has been created against this claim. • VAT on sale of towers 2016 One of the Group’s subsidiaries received a notice of assessment of $28m by the tax authorities in September 2016, which alleged that the sale of towers should have been subject toVAT. As per the VAT rules in thatjurisdiction, towers should be regarded asimmovable assets andshould be subject to registration duty (which wasduly paid) and exemptfrom VAT. The subsidiary submitted a response to the tax authorities in December 2016 for which a response is awaited from the tax authorities. The company believes that the current assessment by the tax authorities contradicts their own position from an earlier assessment where towers were previously transferred. An amount of $10m is included within contingent liabilities in respect of this matter. No provision has been created against this claim. Claims underlegal andregulatory cases, includingarbitrationmatters 2 One of the subsidiaries of the Group is involved in a dispute with one of its vendors, with respect to invoices for services provided to a subsidiary under a service contract. The original order under the contract was issued by the subsidiary for a total amount of Central African franc (CFA) 473,800,000 (approximately $0.8m). In 2014, the vendor-initiated arbitration proceedings claiming a sum of approximately CFA 1.9bn (approximately $3.2m). In mid-May 2019, lower courts imposed a penalty of CFA 35bn (approximately $60m), based on which certain banks of the subsidiary were summonsed to release the funds. The subsidiary immediately lodged an appeal in the Supreme Court for a stay of execution which was granted. Subsequently, the vendor led an appeal before the Common Court ofJustice andArbitration (CCJA). Quite unexpectedly,in April 2020, the CCJA lifted the Supreme Court stay ofexecution. InMay 2021,the Commercial Division ofthe High Court maintained new seizures carried out by the Vendor. The subsidiary appealed and the Court of Appeal determination on the seizures is pending as ofApril 2022. InMarch 2022 the CCJA interpreted its judgement of March 2019to indicate that the daily penalty could not be maintained after its ruling dated 18 November 2018. Separately, in December 2020 the subsidiary initiated criminal proceedings against the vendor for fraud and deceitful conduct. In February 2021, the investigating judge issued anorder to cease the investigation which was appealed bythe Subsidiary. In March 2022 the Court Appeal quashed the investigative judge order and allowed the investigation intothe Vendor toresume. Testimony in the criminal investigation case happened on26 April 2022 infront of the criminal court ofappeal where the honorable judge has further re-examined the facts from the representatives of subsidiary against this case. The court will provide further update on the upcoming proceedings in due course. 3 One of the subsidiaries of the Group is involved in a dispute with one of its distributors, with respect to alleged unpaid commissions, bonuses and benets, totaling approximately $12m, overa period of around 11 years ofits business relationship with the subsidiary. In March 2012,the distributor led aclaim against the subsidiary in the High Court. On 4October 2016, the High Court ruled against the subsidiaryand ordered to paythe claimed amount ofapproximately $12mto the distributor.On 5 October 2016, the subsidiaryled anappeal inthe Court of Appeal against the order of the High Court, which on24 July 2020was ruled against the subsidiary.On 7August 2020, the subsidiary led an appeal against the decision of the Court of Appeal, in the Supreme Court. Record of appeal has been transmitted to the Supreme Court and briefs of argument are currently being prepared. Despite the strength ofthe subsidiary’s line ofdefense, as both the High Courtand Courtof Appeal haveruled against the subsidiary,it is appropriate to disclose this matter as contingent liability for $12m, pending the decision of the Supreme Court. No provision has been made against the said claim. In addition to the individual matters disclosed above, in the ordinary course of business, the Group is a defendant or co-defendant in various litigations and claims which are immaterial individually. Guarantees Guarantees outstanding as of 31 March 2022 and 31 March 2021 amounting to $8m and $12m, respectively, have been issued by banks and nancial institutions on behalf ofthe Group. These guarantees include certain nancial bank guarantees which havebeen given for subjudice matters, the amounts with respect to these have been disclosed under capital commitments, contingencies and liabilities, as applicable. (ii) Commitments Capital commitments The Group has contractual commitments towards capital expenditure (net of related advances paid) of $295m and $232m as of 31 March 2022 and 31 March 2021, respectively. ![]() 209 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 30. Leases (a) As a lessee Right-of-use assets 2021/22 Plant and equipment Others Total Balance at 1 April 2021 724 75 799 Additions (net) 524 15 539 Transferred toassets ofdisposal group classied asheld forsale ––– Depreciation charge for the year (199)(12) (211) Foreign currency translation impact (15) (3) (18) Balance at 31 March 2022 1,034 75 1,109 2020/21 Plant and equipment Others Total Balance at 1 April 2020 617 22 639 Additions (net) 298 61 359 Transferred toassets ofdisposal group classied asheld forsale (5) – (5) Depreciation charge for the year (172) (11)(183) Foreign currency translation impact (14) 3 (11) Balance at 31 March 2021 724 75 799 Lease liabilities  As of  31 March 2022 31 March 2021 Maturity analysis: Less than one year 456 396 Later thanone year but notlater than two years 412 348 Later thantwo years but notlater than veyears 762 721 Later thanve years but not laterthan nine years 453 177 Later thannine years 64 48 Total undiscounted lease liabilities 2,147 1,690 Lease liabilities included in the statement ofnancial position 1,660 1,277 Amountsrecognised in prot orloss  For the yearended  31 March 2022 31 March 2021 Interest on lease liabilities 148 136 i. Plant and equipment The Group leases passive infrastructure forproviding telecommunications services under composite contracts which include lease ofpassive infrastructure andland on which the passive infrastructure isbuilt aswell as maintenance, security,provision of energy,etc. services. These leases typically run fora period of3 to15years. Some leases include an option toextend the lease mainly for anadditional period of3 to 10 years after the end ofthe initial contract term based on renegotiation oflease rentals. Extension options areonly included inthe lease term if the lease is reasonably certain tobe extended. Aportion of certain lease payments change onaccount ofchanges inconsumer price indices (CPI). Such payment terms are common in lease agreements inthe countries where the Group operates. Leaseterms arenegotiated on anindividual basis and contain awide range ofdierent terms andconditions. ii. Other leases The Group’sother leases comprise lease ofshops, showrooms, guest houses, warehouses, data centres, vehicles and indefeasible right-of-use (IRU). ![]() Financial statements 210 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 30. Leases continued (b) As a lessor The Group’slease arrangements asa lessor mainly pertain to passive infrastructure (plant andequipment).Lease income from such arrangements ispresented as revenue inthe statement ofcomprehensive income.  For the yearended  31 March 2022 31 March 2021 Operating lease Lease income recognised inprot or loss 27 37 The following table sets out amaturity analysis oflease payments, showing the undiscounted lease payments tobe received after the reporting date:  For the yearended  31 March 2022 31 March 2021 Less than one year 4 34 One to two years 2 21 Two to three years 1 5 Three tofour years 1 4 Four to veyears 1 4 More than ve years 3 2 Total 12 70 31. Related party disclosure (a) List of related parties i. Parent company Airtel Africa Mauritius Limited ii. Intermediate parent entities Network i2i Limited Bharti Airtel Limited Bharti Telecom Limited iii. Ultimate controlling entity Bharti Enterprises (Holding) Private Limited. It isheld by private trusts of Bharti family,with Mr. Sunil Bharti Mittal’sfamily trust eectively controlling the company. iv. For list of subsidiaries and associate refer to Note 36. v. Other entities with whom transactions have takenplace during the reporting period a. Fellow subsidiaries Nxtra Data Limited Bharti Airtel Services Limited Bharti International (Singapore) Pte Ltd Bharti Airtel (UK) Limited Bharti Airtel (France) SAS Bharti Airtel Lanka (Private)Limited Bharti Hexacom Limited b. Other related parties Airtel Ghana Limited (till 12 October 2021) Singapore Telecommunications Limited vi. Key management personnel (KMP) a. Executive director Olusegun Ogunsanya (since October 2021) Raghunath Venkateswarlu Mandava (till September 2021) Jaideep Paul (since June 2021) b. Non-executive directors Sunil Bharti Mittal Awuneba Ajumogobia Douglas Baillie John Danilovich Andrew Green Akhil Gupta Shravin Bharti Mittal Annika Poutiainen Ravi Rajagopal Kelly Bayer Rosmarin (since October 2020) Tsega Gebreyes (since October 2021) c. Others Olusegun Ogunsanya (till September 2021) Jaideep Paul (till May2021) Ian Ferrao MichaelFoley Razvan Ungureanu Luc Serviant Daddy Mukadi NeeleshSingh RamakrishnaLella Olivier Pognon (till 15 October 2021) Edgard Maidou (since 16 October 2021) RoganyRamiah StephenNthenge Vimal KumarAmbat (since February 2021) Ashish Malhotra (since October 2020) Vinny Puri (since March 2021) C Surendran (since August 2021) Olubayo Adekanmbi (since December 2021) ![]() 211 Airtel Africa plc Annual Report and Accounts 2022 Financial statements In the ordinarycourse ofbusiness, there arecertain transactions among the Group entities andall these transactions areon arm’slength basis. However, the intra-group transactions andbalances, andthe income and expenses arising from such transactions, are eliminated on consolidation. The transactions with remaining related parties forthe years ended 31 March 2022 and 2021,respectively, are described below: The summary of transactions with the above-mentioned parties is asfollows: Relationship For theyear ended 31 March 2022 31 March 2021 Parent company Intermediate parent entity Fellow subsidiaries Associates Other related parties Parent company Intermediate parent entity Fellow subsidiaries Associates Other related parties Sale/rendering of services – 13 59 –0 –6 66 –1 Purchase/receiving of services – 19 54 00 – 17 52 10 Rent and other charges –1––– –1––– Guarantee and collateral fee paid –6––– – 10 ––– Purchase ofassets ––2–– –00–– Dividend paid 95 –––– 95 –––– The outstanding balance of the above-mentioned related parties areas follows: Relationship Parent company Intermediate parent entity Fellow subsidiaries Associate Other related parties As of 31 March 2022  Trade payables – 10 33 0– Trade receivables –5 36 –– Corporate guarantee fee payable –3––– Guarantees andcollaterals taken (including performance guarantees) – 2,000 ––– Reimbursement asset (refer to Note25) – 25 ––– As of 31 March 2021  Trade payables –9 29 12 Trade receivables –3 37 –3 Corporate guarantee fee payable –2––– Guarantees andcollaterals taken (including performance guarantees) – 7,056 ––– Key management compensation (KMP) KMP arethose persons having authority and responsibility for planning, directing and controlling the activities ofthe Group, directly or indirectly, including anydirector, whether executive orotherwise. For the Group, these include executive committee members. Fuller disclosures on directors’ remuneration areset out inthe directors’ remuneration report on pages 128 to150. Remuneration toKMP were asfollows:  For the yearended  31 March 2022 31 March 2021 Short-term employee benets 10 8 Performance-linked incentive 3 3 Share-based payment 2 1 Other long-termbenets 2 4 Other benets 1 1  18 17 ![]() Financial statements 212 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 32. Financial riskmanagement The Group hasliabilities inthe form ofborrowings, guarantees, trade and other payables aswell asreceivables inthe form ofloans, cash, deposits, trade and other receivables. These arise asa part ofthe business activities and operations ofthe Group. The business activities ofthe Group expose itto avariety ofnancial risks, namely market risks (that is,foreign exchange risk, interest raterisk and price risk),credit risk andliquidity risk. Further, the Group uses certain derivative nancial instruments to mitigate some of these risk exposures. The Group’s senior management oversees the management of these risks. The senior professionals working tomanage the nancial risks and the appropriate nancial risk governance framework forthe Group areaccountable to theBoard ofdirectors and theAudit andRisk Committee. The Group’s Finance Committee isprimarily responsible for matters, including framing of policies andexecution procedures as well aslaying down the risk framework mechanisms for the treasury function that will help the company to achieve its strategic nancial goals, balancing opportunity,prudence and initiative with risk control measures. This provides assurance to theGroup that the Group’s nancial risk-taking activities are governed byappropriate policies and procedures and that nancial risks are identied, measured andmanaged in accordance with Group policies and Group risk appetite. All derivative activities for riskmanagement purposes arecarried out byspecialist teams that havethe appropriate skills, experience and supervision. It isthe Group’s policy that notrading inderivatives for speculative purposes shall be undertaken. Details ofkey risks applicable tothe Group aresummarised below: • Market risk Market riskis the risk thatthe fair value or future cash ows of anancial instrument will uctuate because of changes in market prices. Market prices comprise three types ofrisk –currency rate risk, interest rate risk and other price risks, such asequity risk. Financial instruments aected by market risk include loans andborrowings, deposits, investments, and derivative nancial instruments. The Group’sactivities expose it toa variety ofnancial risks, including the eects of changes in foreign currency exchange rates and interest rates. The Group may usederivative nancial instruments such as foreign exchange forward contracts, options, currency swaps and interest rate swaps and options tomanage its exposures toforeign exchange uctuations andinterest rates. • Foreign exchange risk Foreign exchange risk isthe risk that the fair value orfuture cash ows ofa nancial instrument will uctuate because ofchanges inforeign exchange rates. The Group transacts business inUS dollars with parties of other countries andsome of ourstrategic vendor purchases are in US dollars. The Group hasforeign currency loans and foreign currency trade payables andreceivables and is, therefore, exposed toforeign exchange risk. The Group mayuse foreign exchange options, currency swaps orforward contracts towards hedging risk resulting from changes and uctuations inforeign currency exchange rate. These foreign exchange contracts, carried at fair value, mayhave varying maturities depending upon the primary host contract requirement and risk management strategy ofthe Group. The Group manages its foreign currency risk by hedging acertain proportion ofits foreign currency exposure, as approved by the Board asper established risk management policy or higher asconsidered appropriate andwhenever necessary. This net investment hedge accounting relationship asof the end ofeach year, andits impacts, isas follows: Net investment hedge  As of  31 March 2022 31 March 2021 Currency exchange risk hedged Euro to USD Euro toUSD Nominal amount hedged as atthe end ofthe year Nil Euro160m Nominal amount hedged during the year Euro160m Euro 160m Matured in May2021 May 2021 Nominal value ofhedging instruments (borrowings) 195 188 Change infair value during the year   Hedgeditem 8 11 Hedging instrument (8) (11) FCTR gain forcontinuing hedge (cumulative) 402 409 Hedging (loss)/gainrecognised during the year 1 (8) (11) 1The net investment hedge accounting has been discontinued with eect from 18 May 2021due to repayment of the hedging instrument (Euro borrowings) Key sources ofineectiveness innet investment hedges include reduction in amount ofnet assets. Key sources of ineectiveness incash ow hedges include reduction in amount ofborrowings, changes interms/cancellation of forward contracts andsignicant changes incredit riskof either party tothe hedging relationship. The Group also continues to mitigate foreign exchange risk byminimising cash held in local currency in its various OpCos, where possible. The Group enters intoderivative andnon-derivative transactions tosource foreign currency. Foreign currency sensitivity The following table demonstrates the sensitivity inthe USD and Euroaccount balances tothe functional currency ofthe respective entities as of 31 March 2022 and 31 March 2021, with allother variables held constant. The impact on the Group’sprot before tax isdue tochanges in the amount ofmonetary assets and liabilities due tothe impact ofchange in foreign exchange rates, including foreign currency derivatives. The impact on Group’s equity isdue tochange in the fair value ofintra-group monetary items that form part ofthe net investment in foreign operation and other foreign currency monetary items designated asa hedge ofthe net investment in foreign operations orour cash ow hedges. ![]() 213 Airtel Africa plc Annual Report and Accounts 2022 Financial statements  Change in currency exchange rate 1 Eect on prot beforetax 2 Eect on equity(OCI) 2 For the year ended 31 March 2022  USDollars +5% 97 34  –5% (97)(34)   Euro +5% ––  –5% –– For the year ended 31 March 2021  USDollars +5% 80 63  –5% (80) (63)  Euro +5% 34 10  –5% (34) (10) 1‘+’ represents appreciation and ‘-’ represents depreciation in USD/Euro against respective functional currencies of subsidiaries 2Represents losses/(gains)arising from conversion/translation • Interest rate risk Interest rate risk isthe risk that the fair value orfuture cash ows ofa nancial instrument will uctuate because ofchanges in market interest rates. The Group’s exposure to the risk ofchanges in market interest ratesrelates primarily tothe Group’s interest bearing debtobligations with oating interest rates. Further,the Group engages innancing activities which are dependent on market ratesand any changes in the interest rates environment mayimpact future rates ofborrowing. The Group monitors the interest ratemovement and manages the interest raterisk based onits risk management policies, which inter-alia include entering into interest swaps contracts as considered appropriate andwhenever necessary.The Group also maintains aportfolio mix ofoating andxed rate debt. As of31March 2022 after taking intoaccount the eect of interest rate swaps, approximately 70% ofthe Group’s borrowings are ata xed rate ofinterest (31 March 2021:83%). The Group had applied fairvalue hedge accounting inthe past which were discontinued inthe yearended 31 March 2020. Inaccordance with the Group’saccounting policy, the adjustment to the carrying amount ofthe hedged item isbeing amortised toprot or loss overthe period to remaining maturity of the hedged item i.e. borrowings. The unamortised portion of such fairvalue hedge adjustments ason 31 March 2022 is deferred gainof $16m (31 March 2021: deferred gain of$21m). Interest rate sensitivity of borrowings With all other variables held constant, the following table demonstrates the sensitivity toa reasonably possible change ininterest rates on oating rate portion of loans andborrowings after considering the impact of interest rate swaps, wherever applicable, based on the outstanding amount ofsuch borrowings as of31March 2022and 31 March 2021. Interest rate sensitivity Increase ‘+’/ decrease ‘-’ in basis points Eect on prot before tax 1 For the year ended 31 March 2022    US Dollar – borrowings +100 5  –100 (5)   Other currency –borrowings +100 2  –100 (2) For the year ended 31 March 2021   US Dollar – borrowings +100 4  –100 (4)  Other currency –borrowings +100 1  –100 (1) 1Represents losses/(gains)arising from increase/decrease of interest rates The assumed movement inbasis points forinterest rate sensitivity analysis is based on the movements inthe interest rates historically and prevailingmarketenvironment. ![]() Financial statements 214 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 32. Financial risk management continued • Credit risk Credit risk isthe risk that acounter-party will not meet its obligations under a nancial instrument or customer contract, leading toa nancial loss. The Group isexposed tocredit risk from its operating activities, primarily from trade receivables but also from cash, other banks balances, derivative nancial instruments and other nancial receivables. Trade receivables Trade receivables are typically non-interest bearing unsecured and derived from sales made toa large number ofindependent customers. As the customer baseis widely distributed both economically and geographically, there isno concentration ofcredit risk. As independent credit ratings ofcustomers is notavailable. The Group reviews the credit-worthiness ofits customers based ontheir nancial position, past experience, ageing and other factors. Credit risk related totrade receivables ismanaged/mitigated by each business unit inaccordance with the policies and procedures established by the Group, by setting appropriate payment terms and credit period, and bysetting andmonitoring internal limits on exposure toindividual customers. The credit period provided bythe Group to its customers generally ranges from 14-30 days. The Group uses anage-based provision policy to measure the expected credit loss oftrade receivables, which comprise avery large numbers of small balances. Refer toNote 19 for details on the impairment of trade receivables. Based on the industry practices and the business environment inwhich the Group operates, management considers trade receivables are credit impaired if the payments aremore than 270 days past due incase of interconnect customers and90 days past due inother cases. In determining the amount ofimpairment, management considers the collateral against such receivables and anyamount payable to such customers. The following table details the risk prole ofgross trade receivables based on the Group’sprovision policy:  Not past due Past due  Less than 30days 30 to 60 days60 to 90 days Above 90 days Total Trade receivables asof 31 March 2022 15 28 84 248 303 Trade receivables asof 31 March 2021 18 31 13 9 226 297 The gross carrying amount of the trade receivable iswritten o(either partially or infull) tothe extent that there is norealistic prospect of recovery.This isgenerally thecase when the Group determines that the debtor does nothave assets or sources ofincome thatcould generate sucient cash ows torepay the amount due. Where the trade receivable has been written o,the Group continues to engage in enforcement activity toattempt torecover the receivable due. Where recoveries aremade, these arerecognised inprot and loss. Other nancial instruments and cashdeposits The Group’streasury, inaccordance with the Board approved policy,maintains its cash andcash equivalents anddeposits and enters into derivative nancial instruments – with banks, nancial and other institutions, having good reputation andpast track record, and high/sovereign credit rating. Similarly, counterparties of the Group’s other receivables carry either negligible or very minimal credit risk. Further, the Group reviews the credit-worthiness ofthe counterparties (on the basisof its ratings, credit spreads and nancial strength)of all the above assets onan ongoing basis, andif required, takes necessary mitigation measures. • Liquidity risk Liquidity risk isthe risk that the Group may notbe able tomeet its present and future obligations asand when due, without incurring unacceptable losses. The Group’s prudent liquidity riskmanagement objective is toat all times maintain optimum levels ofliquidity tomeet its cash and collateral requirements. The Group closely monitors its liquidity position and deploys arobust cash management system. It maintains adequate sources ofnancing, including term loans, debts and overdraftfrom both domestic and international banks at anoptimised cost. It has also implemented allnecessary steps toenjoy strong access tointernational capital markets. For details onborrowings andgoing concern, refer to Notes 22 and 2.2, respectively. ![]() 215 Airtel Africa plc Annual Report and Accounts 2022 Financial statements The table below summarises the maturity prole of the Group’snancial liabilities based oncontractual undiscounted payments:  As of 31 March 2022  Carrying amount On demand Less than 6 months 6 to 12 months1 to 2 years> 2 years Total Interest bearing borrowings 1 2,301 256 542 108 418 1,164 2,488 Leaseliabilities 2 1,660 – 244 212 412 1,279 2,147 Put optionliability 579 –––– 579579 Financial derivatives 9–27––9 Othernancial liabilities 488 – 391 16 21 109 537 Trade payables 404 – 404 ––– 404 Mobile money walletbalance 496496 –––– 496  5,937 752 1,583 343 851 3,131 6,660  As of 31 March 2021  Carrying amount On demand Less than 6 months6 to 12months1 to 2years> 2 years Total Interest bearing borrowings 1 3,389 133 1,170217 896 1,251 3,667 Leaseliabilities 2 1,277 – 229 168 348 945 1,690 Financial derivatives 13 –6133 13 Othernancial liabilities 489 – 392 12 20 122 546 Trade payables 366 – 366 ––– 366 Mobile money walletbalance 432432 –––– 432  5,966 565 2,163 398 1,267 2,321 6,714 1Includes contractual interest payment based on interest rate prevailing at the end of the reporting period after adjustment for the impact of interest rate swaps, over the tenor of the borrowings 2Maturity analysis isbased on undiscounted lease payments The derivative nancial instruments disclosed inthe above table represent fairvalues ofthe instrument. However,those amounts maybe settled gross or net. Reconciliation of liabilities whose cashow movements aredisclosedas part ofnancing activities inthe statement of cashows:    Statement of cash ow lineitems  1 April 2021  Cash ow Non-cash movements Interest and other nance charges Foreign exchange loss/(gain) Lease liability additions Fair value changes Foreign currency translation reserve Others 31 March 2022 Borrowings 1 Proceeds/repayment of borrowings 3,089 (1,142) – 28 – (5) (2) (0) 1,968 Leaseliability Repayment of leaseliability 1,277 (405) 148 – 651 – (11) – 1,660 Derivative assets net Proceeds/repayment of borrowings – (9) –9––––– Interest accrued but notdue Interest and other nance charges paid 50 (215) 181 ––– 13 – 29 ![]() Financial statements 216 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 32. Financial risk management continued    Statement of cash ow lineitems  1 April 2020  Cash ow Non-cash movements Interest and other nance charges Foreign exchange loss/(gain) Lease liability additions Fairvalue changes Foreign currency translation reserve Liabilities of disposal group classied as held for sale Others 31March 2021 Borrowings 1 Proceeds/ repayment of borrowings 2,892 142 – 64 – (6) (3) –0 3,089 Leaseliability Repayment of leaseliability 1,169(343) 136 – 330 – (8) (7) – 1,277 Derivative assets net Proceeds/ repayment of borrowings – (3) –3–––––– Interest accrued but notdue Interest and othernance charges paid 52 (181) 170 –––9–– 50 1This does not include bank overdraft • Capital management Capital includes equity attributable tothe equity holders ofthe company.The primaryobjective of the Group’scapital management isto ensure that it maintains an ecient capital structure and healthy capital ratios in order tosupport its business and maximise shareholder value. The Group manages its capital structure and makes adjustments toit, inlight of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Group mayadjust the dividend payment toshareholders, return capital toshareholders orissue new shares. No changes weremade in the objectives, policies orprocesses during the year ended 31 March 2022 and 2021. The Group monitors capital using aleverage ratio, which isnet debt divided by Underlying EBITDA. Net Debt is calculated astotal ofborrowings and lease liabilities less cash andcash equivalents, term deposits with banks, processing costs related toborrowings and fair value hedge adjustments. Also referto alternative performance measures on pages 229 to 231.  For the yearended  31 March 2022 31 March 2021 Long-term borrowings, netof current portion 1,486 1,871 Short-term borrowings andcurrent portion of long-term borrowings 786 1,468 Leaseliabilities 1,660 1,277 Adjusted for:   Cash and cash equivalents (refer toNote 20) (638) (813) Term deposits with banks (refer toNote 20) (220) (257) Margin money deposits (refer to Note20) (122) – Processing costs related to borrowings 5 5 Fair value hedge adjustment (refer toNote 32) (16) (21) Net debt 2,941 3,530    UnderlyingEBITDA 2,311 1,792 Underlying EBITDA 2,311 1,792    Leverage ratio 1.3 2.0 ![]() 217 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 33. Fairvalueofnancial assets and liabilities The category wise details as tothe carrying value, fairvalue and the level offair value measurement hierarchy ofthe Group’s nancial instruments are asfollows:  Carrying value as of Fair value as of  31 March 2022 31March 2021 31 March 2022 31March 2021 Financial assets      FVTPL      Derivatives      – Forward and option contractsLevel 2 2 12 2 12 – Currency swaps and interest rate swapsLevel 2 3 0 3 0 – Cross currency swapsLevel 3 1 1 1 1 Other bank balancesLevel 2 16 – 16 – InvestmentsLevel 2 0 0 0 0      Amortised cost      Trade receivables  123 113 123 113 Cash and cash equivalents  638 813 638 813 Other bank balances  362 282 362 282 Balance held under mobile money trust  513 440 513 440 Other nancial assets  131 83 131 83  1,789 1,744 1,789 1,744 Financial liabilities      FVTPL      Derivatives      – Forward and option contractsLevel 2 4 6 4 6 – Currency swaps and interest rate swapsLevel 2 0 2 0 2 – Cross currency swapsLevel 3 4 3 4 3 – Embedded derivativesLevel 2 1 1 1 1 Amortised cost      Borrowings – xed rateLevel 1 1,015 2,403 1,016 2,479 Borrowings – xed rateLevel 2 267 100 264 98 Put optionliability Level 3 579 – 579 – Borrowings  990 836 990 836 Trade payables  404 366 404 366 Mobile money walletbalance  496 432 496 432 Othernancial liabilities  516 539 516 539  4,276 4,688 4,274 4,762 ![]() Financial statements 218 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 33. Fairvalueofnancial assets and liabilitiescontinued The following methods/assumptions wereused to estimate the fair values: • The carrying value of bankdeposits, trade receivables, trade payables, short-term borrowings, other current nancial assets andliabilities approximate their fair value mainly due tothe short-term maturities of these instruments. • Fair value ofquoted nancial instruments isbased onquoted market price atthe reporting date. • The fair value ofnon-current nancial assets, long-term borrowings and other nancial liabilities isestimated bydiscounting future cash ows using current rates applicable toinstruments with similar terms, currency,credit risk andremaining maturities. • The fair values ofderivatives are estimated byusing pricing models, wherein the inputs tothose models are based on readily observable market parameters. The valuation models used bythe Group reect the contractual terms ofthe derivatives (including the period to maturity), and market-based parameters such asinterest rates, foreign exchange rates, volatility, etc. These models do notcontain ahigh level of subjectivity asthe valuation techniques used do notrequire signicant judgement andinputs thereto arereadily observable. • The fair value ofthe put option liability tobuy back the stake held bynon-controlling interest in AMC BV(refer toNote 5(g)) ismeasured at the present value ofthe redemption amount (i.e. expected cash outows). Since, the liability will be based on fairvalue of the equity shares of AMC BV(subject toa cap)at the end of48 months, the expected cash ows areestimated by determining the projected equity valuation of the AMC BVat the end of48 months and applying acap thereon. During the year ended 31 March 2022 and year ended 31 March 2021 there were notransfers between Level1 andLevel 2fair value measurements, and notransfer into orout ofLevel 3fair value measurements. The following table describes the keyinputs used in the valuation (basisdiscounted cash ow technique) ofthe Level 2nancial assets/liabilities as of31 March 2022and 31 March 2021: Financial assets/liabilitiesInputs used – Currency swaps, forward andoption contracts, and other bank balancesForward foreign currency exchange rates, interest rates – Interest rateswapsPrevailing/forward interest rates inmarket, interest rates – Embedded derivativesPrevailing interest rates inmarket, ination rates – Other nancial assets/xed rateborrowings/other nancial liabilitiesPrevailing interest rates in market, future payouts, interest rates Reconciliation of fair value measurements categorised within Level 3 of the fair value hierarchy – Financial Assets/ (Liabilities) (net) • Cross currency swaps (CCS)  For the yearended  31 March 2022 31 March 2021 Opening balance (3) – Issuance 1 – – Recognised in nance costs inprot and loss (unrealised) 2 0 (3) Closing balance (3) (3) 1The Group during the year ended 31March 2021had entered into aCross Currency Swap (CCS) in one ofits subsidiaries, which was accounted for as FVTPL. The fair value of CCS was estimated based on the contractual terms of the CCS and parameters such asinterest rates, foreign exchange rates, etc. Since the data from any observable markets inrespect of interest rates was not available, the interest rates were considered tobe signicant unobservable inputs tothe valuation ofthis CCS 2These amounts represent the amounts recognised in the nancial statements during the year excluding the initial recognition deferment impact • Put option liability (refer to Note 5(g)) For theyear ended 31 March 2022 31March 2021 Opening balance – – Liability recognised bydebiting transaction with NCI reserve 575 – Recognised in nance costs inprot and loss (unrealised) 4 – Closing balance 579 – ![]() 219 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 34. Assets and liabilities held for sale Assets and liabilities of disposal groups held for sale at 31 March 2021 related to ourtelecommunication tower subsidiary in Madagascar (partof Francophone Africa segment) and 162towers and related liabilities inRwanda (part of East Africa segment). During the year ended 31 March 2022, the sale of 162towers inRwanda and tower company in Madagascar hasbeen completed and thus the related assets andliabilities held forsale have been de-recognised. The disposal groups were stated attheir carrying values and comprised the following assets andliabilities: As of 31 March 2022 31March 2021 Assets of disposal group classied as held for sale Property,plant andequipment – 19 Capitalwork-in-progress – 0 Right-of-use assets – 5 Income tax assets – 0 Deferred tax assets – 2 Trade receivables – 0 Cash and cash equivalents – 1 Loans and security deposits – 0 Other current assets – 4  – 31 Liabilities of disposal group classied as held for sale Leaseliabilities – 7 Provisions – 1 Deferred tax liabilities – 1 Trade payables – 2 Other current liabilities – 8 – 19 As of 31 March 2022, the cumulative other comprehensive income relating to the disposal group classied asheld for sale isNil (as of 31 March 2021: other comprehensive loss of$4m). ![]() Financial statements 220 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) 35. Companies in the Group and associate Information ofthe Group’sdirectly andindirectly held subsidiaries and associate are asfollows: Details of subsidiaries: S. no.Name of subsidiary Principal place ofbusiness and registered oce address Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 1 Airtel Mobile CommerceServices Limited The Oval, Ring Road, Parklands, P.O. Box 96200100 – G.P.O. Nairobi, Kenya Supportservices Ordinary 74.23 – 2 Airtel (Seychelles) Limited Airtel House, Josephine Cafrine Road, Perseverance, P.O.Box 1358, Victoria, Mahe, Seychelles Telecommunication services Ordinary 100 100 3 Airtel Congo RDC S.A. 130b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1,République Démocratique duCongo Telecommunication services Ordinary 98.50 98.50 4 Airtel Congo S.A.2ème Etage de L’Immeuble SCI Monte Cristo, Rond-Point dela Gare, Croisement de l’Avenue Orsy et deBoulevard Denis Sassou Nguesso, Centre Ville, B.P. 1038, Brazzaville, Congo Telecommunication services Ordinary 90 90 5 Airtel Gabon S.A. Immeuble Libreville,Business Square, Rue Pecqueur,Centre-Ville, B.P. 9259 Libreville, Gabon Telecommunication services Ordinary 100 100 6 Airtel International LLP 4 Plot No. 5, Sector 34,Gurugram, Haryana – 122001, India Supportservices Ordinary 100 100 7 Airtel Madagascar S.A. Immeuble S, lotII J1 AA, Morarano Alarobia –101 Antananarivo – Madagascar Telecommunication services Ordinary 100 100 8 Airtel Malawi Public Limited Company Airtel Complex, O Convention Drive, City Centre, P.O. Box57, Lilongwe, Malawi Telecommunication services Ordinary 80 80 9 Airtel Mobile Commerce (Kenya) Limited LR 209/11880, 7th Floor,Parkside Towers, Mombasa Road, P.O.Box 73146-00200, Nairobi, Kenya Mobile commerce services Ordinary 74.23 100 10 Airtel Mobile Commerce Rwanda Ltd Airtel Building, Remera, KG 17Ave, Kigali, Rwanda Mobile commerce services Ordinary 74.23 100 11 Airtel Mobile Commerce (Seychelles)B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 12 Airtel Mobile Commerce (Seychelles) Limited Airtel House, Josephine Cafrine Road, Perseverance, P.O.Box 1358, Victoria, Mahe, Seychelles Mobile commerce services Ordinary 74.23 100 13 Airtel Mobile Commerce (Tanzania) Limited Airtel House, Block 41, Corner ofAli Hassan Mwinyi Road/Kawawa Road, Kinondoni District P.o.Box9623, Dares Salaam, Tanzania Mobile commerce services Ordinary 74.23 100 14 Airtel Mobile CommerceB.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 15 Airtel Mobile CommerceCongo B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 16 Airtel Mobile Commerce Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 17 Airtel Mobile Commerce Kenya B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 18 Airtel Mobile Commerce Limited Airtel Complex, O Convention Drive, City Centre, P.O. Box57, Lilongwe, Malawi Mobile commerce services Ordinary 74.23 100 ![]() 221 Airtel Africa plc Annual Report and Accounts 2022 Financial statements S. no.Name of subsidiary Principal place ofbusiness and registered oce address Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 19 Airtel Mobile Commerce Madagascar B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 20 Airtel Mobile Commerce Madagascar S.A. Immeuble S, lotII J1 AA, Morarano Alarobia –101 Antananarivo – Madagascar Mobile commerce services Ordinary 74.23 100 21 Airtel Mobile Commerce Malawi B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 22 Airtel Mobile Commerce Nigeria B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 23 Airtel Mobile Commerce Nigeria Limited Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria Mobile commerce services Ordinary 100 91.74 24 Airtel Mobile Commerce Rwanda B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 25 Airtel Mobile Commerce Tchad B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 26 Airtel Mobile Commerce Tchad S.A. Rue du Commandant Galyam Négal, Immeuble du Cinéma Etoile, B.P. 5665, N’Djaména, Tchad Mobile commerce services Ordinary 74.23 100 27 Airtel Mobile Commerce Uganda B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 28 Airtel Mobile Commerce Uganda Limited Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O.Box 6771, Kampala, Uganda Mobile commerce services Ordinary 74.23 100 29 Airtel Mobile Commerce Zambia B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 30 Airtel Mobile Commerce Zambia Limited Airtel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia Mobile commerce services Ordinary 74.23 100 31 Airtel Money RDC S.A. 6ème étage, 130b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo Mobile commerce services Ordinary 74.23 98.50 32 Airtel Money Niger S.A. 2054Route de l’Aéroport, B.P. 11 922, Niamey, Niger Mobile commerce services Ordinary 66.81 90 33 Airtel Money S.A.124, Avenue Bouët B.P. 23899, Libreville, Gabon Mobile commerce services Ordinary 74.23 100 34 Airtel Money Tanzania Limited Airtel House, Block 41, Corner ofAli Hassan Mwinyi Road/Kawawa Road, Kinondoni District, P.O. Box9623, Dares Salaam, Tanzania Mobile commerce services Ordinary 51 51 35 Airtel Money Transfer Limited LR 209/11880, 7th Floor,Parkside Towers, Mombasa Road, P.O.Box 73146-00200, Nairobi, Kenya Mobile commerce services Ordinary 100 100 36 Airtel Money TrustAirtel Complex, O Convention Drive, City Centre, P.O. Box57, Lilongwe, Malawi Mobile commerce services Ordinary – 100 37 Airtel Networks Kenya Limited LR 209/11880, 7th Floor,Parkside Towers, Mombasa Road, P.O.Box 73146-00200, Nairobi, Kenya Telecommunication services Ordinary and Preference 100 100 38 Airtel Networks Limited Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria Telecommunication services Ordinary 100 91.74 ![]() Financial statements 222 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) S. no.Name of subsidiary Principal place ofbusiness and registered oce address Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 39 Airtel Networks Zambia plc Airtel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia Telecommunication services Ordinary 96.36 96.36 40 Airtel Rwanda Limited Airtel Building, Remera, KG 17Ave, Kigali, Rwanda Telecommunication services Ordinary 100 100 41 Airtel Tanzania Public Limited Company Airtel House, Block 41, Corner ofAli Hassan Mwinyi Road/Kawawa Road, Kinondoni District, P.O. Box9623, Dares Salaam, Tanzania Telecommunication services Ordinary 51 51 42 Airtel Tchad S.A.Rue du Commandant Galyam Négal, Immeuble du Cinéma Etoile, B.P. 5665, N’Djaména, Tchad Telecommunication services Ordinary 100 100 43 Airtel Uganda LimitedAirtel Towers, Plot16 –A, Clement Hill Road, Nakasero, P.O.Box 6771, Kampala, Uganda Telecommunication services Ordinary 100 100 44 Bharti Airtel Africa B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 45 Bharti Airtel Chad Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 46 Bharti Airtel Congo Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 47 Bharti Airtel DevelopersForum Limited Stand No. 2375, Corner of Great East/ Addis Ababa Road, Lusaka, Zambia Investment Company Ordinary 96.36 96.36 48 Bharti Airtel Gabon Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 49 Bharti Airtel International (Netherlands)B.V. 4 Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 50 Bharti Airtel Kenya B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 51 Bharti Airtel Kenya Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 52 Bharti Airtel Madagascar Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 53 Bharti Airtel Malawi Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 54 Bharti Airtel Mali Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 55 Bharti Airtel Niger Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 56 Bharti Airtel Nigeria B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 57 Bharti Airtel Nigeria Holdings II B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 58 Bharti Airtel RDC Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 59 Bharti Airtel Rwanda Holdings Limited C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1Cybercity,Ebene, 72201,Republic of Mauritius Investment Company Ordinary 100 100 60 Bharti Airtel Services B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 61 Bharti Airtel Tanzania B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 35. Companies in the Group and associate continued ![]() 223 Airtel Africa plc Annual Report and Accounts 2022 Financial statements S. no.Name of subsidiary Principal place ofbusiness and registered oce address Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 62 Bharti Airtel Uganda Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 63 Bharti Airtel Zambia Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 64 Celtel (Mauritius) Holdings Limited C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1Cybercity,Ebene, 72201,Republic of Mauritius Investment Company Ordinary 100 100 65 Celtel Niger S.A.2054 Route de l’Aéroport, B.P. 11 922, Niamey, Niger Telecommunication services Ordinary 90 90 66 Channel Sea Management Company (Mauritius) Limited C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1Cybercity,Ebene, 72201Republic of Mauritius Investment Company Ordinary 100 100 67 Congo RDC Towers S.A. 130b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1,République Démocratique duCongo Infrastructure sharing services Ordinary 100 100 68 Gabon Towers S.A. 2 124 Avenue Bouët, B.P. 9259,Libreville, Gabon Infrastructure sharing services Ordinary 100 100 69 Indian Ocean Telecom Limited 28Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands Investment Company Ordinary 100 100 70 Madagascar Towers S.A. 3 Immeuble S, lotII J1 AA, Morarano Alarobia –101 Antananarivo – Madagascar Infrastructure sharing services Ordinary – 100 71 Malawi Towers Limited 3 Airtel Complex, O Convention Drive, City Centre, P.O. Box57, Lilongwe, Malawi Infrastructure sharing services Ordinary – 100 72 Mobile Commerce Congo S.A. 2ème Etage de L’Immeuble SCI Monte Cristo, Rond-Point dela Gare, Croisement de l’Avenue Orsy et deBoulevard Denis Sassou Nguesso, Centre Ville, B.P. 1038, Brazzaville, Congo Mobile commerce services Ordinary 74.23 100 73 Montana International C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1Cybercity,Ebene, 72201,Republic of Mauritius Investment Company Ordinary 100 100 74 Partnership Investments S.A.R.L. 130b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1,République Démocratique duCongo Investment Company Ordinary 100 100 75 Société Malgache de TéléphoneCellulaire S.A. C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1Cybercity,Ebene, 72201,Republic of Mauritius Investment Company Ordinary 100 100 76 Tanzania Towers Limited Airtel House, Block 41, Corner ofAli Hassan Mwinyi Road/Kawawa Road, Kinondoni District, P.O. Box9623, Dares Salaam, Tanzania Infrastructure sharing services Ordinary – 51 77 Airtel Africa Services (UK) Limited 4 First Floor,53/54 Grosvenor Street, London W1K 3HU, United Kingdom Supportservices Ordinary 100 100 78 Airtel Digital Services Holdings B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 100 100 79 Airtel Mobile Commerce DRC B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 80 Airtel Mobile Commerce Gabon B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 81 Airtel Mobile Commerce Niger B.V. Overschiestraat 65,1062 XD Amsterdam, The Netherlands Investment Company Ordinary 74.23 100 ![]() Financial statements 224 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to consolidated nancial statements continued (All amounts are inUS$ millions unless stated otherwise) S. no.Name of subsidiary Principal place ofbusiness and registered oce address Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 82 Airtel Money Kenya Limited LR 209/11880, 7th Floor,Parkside Towers, Mombasa Road, P.O.Box 73146-00200, Nairobi, Kenya Mobile commerce services Ordinary 74.23 100 83 Smartcash Payment Service Bank Limited Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria Mobile commerce services Ordinary 74.23 – 84 Airtel Africa Telesonic Holdings Limited 4 First Floor,53/54 Grosvenor Street, London W1K 3HU, United Kingdom Investment Company Ordinary 100 – 85 Airtel Money Trust Fund Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O.Box 6771, Kampala, Uganda Mobile commerce services Ordinary 74.23 – 86 Airtel Africa Telesonic Limited First Floor,53/54 Grosvenor Street, London W1K 3HU, United Kingdom Supportservices Ordinary 100 – 87 The Registered Trustees of Airtel Money Trust Fund Airtel House, 5th Floor,Corner Ali Hassan Mwinyi/8 Kahawa Road, P.O. Box9623, Dar esSalaam, Tanzania Mobile commerce services Ordinary 51 – 1Companies proportion of voting power held issame asproportion of ownership interest held 2Under dissolution as on 31 March 2022 3Sold during the year 4Direct subsidiaries Details of associates: S. no.Name of subsidiary Principal place ofbusiness and registered oceaddress Principal activitiesHolding Proportion of ownership interest 1 % As of 31 March 2022 31March 2021 1 SeychellesCable Systems Company Limited Caravelle House, 3rdFloor, Victoria, Mahe, Seychelles Submarine cable system Ordinary 26 26 36. Events after the balance sheet date No material subsequent events or transactions have occurred since the dateof statement ofnancial position except asdisclosed below: • The Board recommended anal dividend of3 cents per share on 10 May 2022. • In April 2022, one ofthe Group’ssubsidiaries, SMARTCASH Payment Service Bank limited, hasreceived the nal approval from the Central Bank ofNigeria fora full Payment Service Bank (PSB) licence aording the Group the opportunity todeliver afull suite of mobile money services inNigeria. • In April 2022, one ofthe Group’ssubsidiaries, Airtel Mobile Commerce Nigeria Ltd, hasbeen awarded with full super agent licence bythe Central Bank ofNigeria. The licence allows the Group to createan agency network that can service the customers oflicenced Nigerian banks, payment service banks andlicenced mobile money operators in Nigeria. 35. Companies in the Group and associate continued ![]() 225 Airtel Africa plc Annual Report and Accounts 2022 Financial statements Notes As of 31 March 2022 31 March 2021 Assets Non-current assets Property, plant and equipment 163 235 Capital work-in-progress 51 41 Right-of-use assets 396 584 Investment in subsidiary undertakings 4 3,533,231 3,533,231 Other non-current assets 371 540 Financial assets – Loan receivables 5 412,689 14,129 – Others 16 16 3,946,917 3,548,776 Current assets Financial assets – Cash and cash equivalents 6 31,028 471,925 – Other bank balances 6 100,000 236,000 – Others 5,300 3,872 Other current assets 849 670 137,177 712,467 Total assets 4,084,094 4,261,243 Current liabilities Financial liabilities – Lease liabilities 307 289 – Trade and other payables 7 4,387 3,262 – Others 1,159 – 5,853 3,551 Net current assets/(liabilities) 131,324 708,916 Non-current liabilities – Lease liabilities 165 433 – Others – 38 165 471 Total liabilities 6,018 4,022 Net assets 4,078,076 4,257,221 Equity Share capital 8 3,419,948 3,419,948 Retained earnings 1 656,497 833,836 Other reserves 2 1,631 3,437 Equity attributable to owners of the company 4,078,076 4,257,221 Note: 1Thelossforthenancialyeardealtwithinthenancialstatementsofthecompanyis$7,344,000(March2021:lossof$6,310,000) 2Comprises share-based payment reserve and sharestabilisation reserve ThecompanyonlynancialstatementsofAirtelAfricaplc(companyregistrationnumber:11462215)onpages151to228wereapprovedby the Board of directors and authorised for issue on 10 May 2022. They were signed on its behalf by: Olusegun Ogunsanya Chiefexecutiveocer 10 May 2022 #### Company Statement of Financial Position (AllamountsareinUS$thousands) ![]() Financial statements 226 Airtel Africa plc Annual Report and Accounts 2022 #### Company Statements of Changes in Equity (AllamountsareinUSDollarthousands,unlessstatedotherwise) Share capital Retained earnings Other reserves Equity attributable to owners of the company No of shares 2 Amount Share-based payment reserve Others As of 1 April 2020 6,839,896,081 3,419,948 1,009,303 258 7,193 4,436,702 Loss for the year –– (6,310) –– (6,310) Total comprehensive loss – (6,310) –– (6,310) Employee share-based payment reserve –– (40) – 459 419 Purchase of own shares –––– (4,473)(4,473) DividendtoownersoftheCompany 1 –– (169,117) –– (169,117) As of 31 March 2021 6,839,896,081 3,419,948 833,836 258 3,179 4,257,221 Loss for the year –– (7,344) –– (7,344) Total comprehensive loss – (7,344) –– (7,344) Employee share-based payment reserve –– (878) – 3,876 2,998 Purchase of own shares –––– (5,682)(5,682) DividendtoownerstotheCompany 1 –– (169,117) – (169,117) As of 31 March 2022 6,839,896,081 3,419,948 656,497 258 1,373 4,078,076 1RefertoNote5(a)and5(b)oftheconsolidatednancialstatements 2Includesordinaryanddeferredshares,refertoNote26oftheconsolidatednancialstatements ![]() 227 Airtel Africa plc Annual Report and Accounts 2022 Financial statements 1.Summaryofsignicantaccounting #### policies Basis of preparation Thecompanyonlynancialstatementsarepresentedasrequired bytheCompaniesAct2006.Thecompanymeetsthedenitionof aqualifyingentityunderFRS100‘ApplicationofFinancialReporting Requirements’issuedbytheFRC.Accordingly,thecompanyhas preparednancialstatementsasperFRS101‘ReducedDisclosure Framework. AirtelAfricaplcistheparentofthesmallestgroupforwhich consolidatednancialstatementsarepreparedandofwhichthe company is a member. The largest group to consolidate the results ofthecompanyisBhartiAirtelLimited,whichisregisteredinIndia. TheBhartiAirtelLimitedGroupnancialstatementsarepublically available and can be obtained at www.airtel.in. AlltheamountsincludedintheCompanyonlynancialstatements arereportedinUnitedStatesDollars,withallvaluesroundedtothe nearestthousands(US$thousands)exceptwhenotherwiseindicated. Further, amounts which are less than half a thousand are appearing as ‘0’. AspermittedbySection408(3)oftheCompaniesAct2006,noprot and loss account of the company is presented. There are no subsequent events other than disclosed in Note 36 to the consolidatednancialstatements. AspermittedbyFRS101,thecompanyhastakenadvantageofthe disclosure exemptions available in relation to: • TherequirementsofIFRS7FinancialInstruments:Disclosures • TherequirementsofIAS7StatementofCashFlows • ThestatementofcompliancewithAdoptedIFRSs • TheeectsofnewbutnotyeteectiveIFRSs • TherequirementsinIAS24“Relatedpartydisclosure”todisclose related party transactions entered into between two or more membersofaGroup • Disclosuresinrespectofcapitalmanagement • Paragraphs45(b)and46to52ofIFRS2,‘Share-basedpayment’ (detailsofthenumberandweighted-averageexercisepricesof shareoptions). Where required, equivalent disclosures are given in the consolidated nancialstatements.Thecompanynancialstatementshavebeen prepared on a going concern and historical cost basis except for nancialinstrumentsthataremeasuredatfairvaluesattheendof each reporting period. The principal accounting policies adopted are thesameasthosesetoutinNote2oftheconsolidatednancial statements except the following additional policies which are relevant tothecompanyonlynancialstatements: • Investment in subsidiary undertakings are accounted for at cost less provision for impairment. • Dividendincomefrominvestmentsisrecognisedwhenthe shareholders’ rights to receive payment have been established (providedthatitisprobablethattheeconomicbenetswillowto thecompanyandtheamountofrevenuecanbemeasuredreliably). 2. Critical accounting judgements and key #### sources of estimation uncertainty In the application of the company’s accounting policies, which are described in Note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actualresultsmaydierfromtheseestimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiodinwhichtheestimateisrevisediftherevisionaectsonly that period, or in the period of the revision and future periods if the revisionaectsbothcurrentandfutureperiods.Therewerenocritical accountingjudgementsthatwouldhaveasignicanteectonthe amountrecognisedinthecompanynancialstatements. Company’s investment in subsidiaries are reviewed for indicators of impairment and there were no indicators of impairment as of 31 March 2022.FordetailsontheGroupimpairmentreview,refertoNote15 oftheconsolidatednancialstatements. 3. Employee expenses Theaveragemonthlynumberofemployeesduringtheyearwaseight(March2021:nine). For theyear ended 31 March 2022 31 March 2021 Salaries 1,658 1,219 Bonuses 276 574 Others 156 19 2,090 1,812 4. Investment in subsidiary undertakings As of 31 March 2022 31 March 2021 Cost Opening balance 3,533,231 3,533,231 Additions 0 – Carrying cost at 31 March 3,533,231 3,533,231 BhartiAirtelInternational(Netherlands)B.V. 3,532,758 3,532,758 AirtelInternationalLLP 473 473 AirtelAfricaservices(UK)Limited 0 0 AirtelAfricaTelesonicHoldingsLimited 0 – Fordetailsofsubsidiaryundertakings,refertoNote35oftheconsolidatednancialstatements. #### Notes to company only nancial statements (AllamountsareinUSDollarthousands,unlessstatedotherwise) ![]() Financial statements 228 Airtel Africa plc Annual Report and Accounts 2022 #### Notes to company only nancial statements continued (AllamountsareinUS$millionsunlessstatedotherwise) 5. Loan receivables As of 31 March 2022 31 March 2021 Opening balance 14,129 98,500 Additions 1,426,384 64,939 Repayment (1,027,824) (149,310) Balance at 31 March 412,689 14,129 BhartiAirtelInternational(Netherlands)B.V. 1 386,600 14,129 AirtelAfricaservices(UK)Limited 2 26,089 – 1Theloanisunsecured,bearsinterestattherateofthreemonthsLIBOR+2.25%perannumwithamaturitydateof25March2027.ThecreditfacilityisdenominatedinUS$. 2Theloanisunsecured,bearsinterestattherateofthreemonthsLIBOR+2%perannumwithamaturitydateof31December2026.Thecreditfacilityisdenominated inUS$. 6. Cash andbank balances Cash and cash equivalents As of 31 March 2022 31 March 2021 Cash at bank in current accounts 31,028 321,925 Bank deposits with original maturity of three months or less – 150,000 31,028 471,925 Other bank balances As of 31 March 2022 31 March 2021 Term deposits with banks with original maturity of more than three months but less than 12 months 100,000 236,000 100,000 236,000 7. Trade and other payables As of 31 March 2022 31 March 2021 Legal and professional expenses payable 1 4,034 2,882 Employees bonuses payable 255 364 Dividendpayable 24 16 Administrativeandotherpayable 74 – 4,387 3,262 1Theauditor’sremunerationforthecurrentyearinrespectofauditandaudit-relatedserviceswas$46,000(March2021:$38,000). 8. Share capital RefertoNote26ofconsolidatednancialstatements. 9. Related party disclosure RefertoNote31ofconsolidatednancialstatements. 10. Guarantees Guaranteesoutstandingasof31March2022and31March2021amountingto$160mand$121m,respectively,havebeenissuedforexternal loanstakenbytheGroup’ssubsidiaries. ![]() #### Alternative performance measures (APMs) #### Introduction In the reporting of nancial information, the directors haveadopted various APMs. These measures arenot dened byInternational Financial Reporting Standards (IFRS)and therefore maynot bedirectly comparable with other companies APMs, including those inthe Group’s industry. APMs should be considered inaddition to,and arenot intended tobe asubstitute for, orsuperior to, IFRS measurements. #### Purpose The directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group. APMs are also used toenhance the comparability of information between reporting periods and geographical units (such aslike-for-like sales), byadjusting for non-recurring oruncontrollable factors which aect IFRS measures, toaid users in understanding the Group’s performance. Consequently,APMs areused bythe directors and management forperformance analysis, planning, reporting and incentive-setting purposes. The directors believe the following metrics tobe the APMs used bythe Group tohelp evaluate growth trends, establish budgets andassess operational performance and eciencies. These measures provide anenhanced understanding of the Group’sresults and related trends, therefore increasing transparency and clarity into the core results ofthe business. The following metrics areuseful inevaluating the Group’soperating performance: APM Closest equivalent IFRS measure Adjustments toreconcile to IFRS measure Table reference 1 Denition andpurpose Underlying revenue Revenue • Exceptional itemsTable AThe Group denes underlying revenue asrevenue for the period adjusted forexceptional items. The directors view underlying revenue tobe a meaningful measure to analyse the Group’srevenue, excluding exceptional items. Exceptional items are additional specic items that, because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of ourperformance for the period and the comparability between periods and hence are adjusted toarrive at underlying revenue. Underlying EBITDA and margin Operating prot • Depreciation and amortisation • Exceptional items Table BThe Group denes underlying EBITDAas operating prot/ (loss)for the period before depreciation and amortisation and adjusted for exceptional items. The Group denes underlying EBITDA margin asunderlying EBITDAdivided byunderlying revenue. Underlying EBITDA andmargin are measures used bythe directors toassess the trading performance ofthe business and are therefore themeasure of segment prot that the Group presents under IFRS. Underlying EBITDA and margin are also presented ona consolidated basis because the directors believe itis important toconsider protability on abasis consistent with that ofthe Group’soperating segments. When presented on aconsolidated basis, underlying EBITDAand margin are APMs. Depreciation andamortisation is anon-cash item which uctuates depending onthe timing ofcapital investment and useful economic life. The directors believe that ameasure which removes this volatility improves comparability ofthe Group’sresults period on period and hence is adjusted to arrive at underlying EBITDA andmargin. Exceptional items are additional specic items that, because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of ourperformance for the period and the comparability between periods and hence are adjusted toarrive at underlying EBITDAand margin. 229 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() #### Alternative performance measures (APMs) continued APM Closest equivalent IFRS measure Adjustments toreconcile to IFRS measure Table reference 1 Denition andpurpose Underlying prot/(loss) before tax Prot/(loss) before tax • Exceptional itemsTable CThe Group denes underlying prot/(loss) before tax as prot/(loss)before tax adjusted forexceptional items. The directors view underlying prot/(loss)before tax to bea meaningful measure toanalyse the Group’sprotability. Exceptional items are additional specic items that, because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted toarrive at underlying prot/(loss)before tax. Eective tax rate Reported tax rate • Exceptional items • Foreign exchange rate movements • One-o tax impact of prior period, tax litigation settlement andimpact of tax onpermanent dierences Table DThe Group denes eective tax rateas reported tax rate (reported tax charge divided by reported prot before tax) adjusted forexceptional items, foreign exchange rate movements andone-o tax items ofprior period adjustment, tax settlements andimpact ofpermanent dierences on tax. This provides an indication of the current ongoing tax rate across the Group. Exceptional tax items orany tax arising on exceptional items are additional specic items that, because oftheir size, nature or incidence in the results, are considered to hinder comparison ofthe Group’sperformance on aperiod-to- period basisand could distort the understanding ofour performance for the period and the comparability between periods andhence areadjusted toarrive at eective tax rate. Foreign exchange rate movements are specic items that are non-tax deductible in afew of the entities which are loss making andwhere DTA isnot yettriggered andhence are considered tohinder comparison ofthe Group’seective tax rate on aperiod-to-period basisand therefore excluded to arrive at eective tax rate. One-o tax impact on account ofprior period adjustment, any tax litigation settlement and tax impact on permanent dierences areadditional specic items that because oftheir size andfrequency in the results, areconsidered to hinder comparison ofthe Group’seective tax rateon aperiod-to- period basis. Underlying prot/(loss) after tax Prot/(loss)for theperiod • Exceptional itemsTable EThe Group denes underlying prot/(loss) after tax asprot/ (loss)for the period adjusted for exceptional items. The directors view underlying prot/(loss)after tax tobe a meaningful measure toanalyse the Group’sprotability. Exceptional items are additional specic items that, because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted toarrive at underlying prot/(loss)after tax. Earnings per share before exceptional items EPS • Exceptional itemsTable FThe Group denes earnings per share before exceptional items as prot/(loss) for the period before exceptional items attributable toowners ofthe company divided bythe weighted average number ofordinaryshares in issueduring the nancial period. This measure reects the earnings per share before exceptional itemsfor each share unit ofthe company. Exceptional items are additional specic items that, because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted toarrive at earnings for the purpose ofearnings per share before exceptional items. Other information 230 Airtel Africa plc Annual Report and Accounts 2022 ![]() APM Closest equivalent IFRS measure Adjustments toreconcile to IFRS measure Table reference 1 Denition andpurpose Operatingfree cash ow Cash generated from operating activities • Income tax paid • Changes in working capital • Other non-cash items • Non-operatingincome • Exceptional items • Capital expenditure Table GThe Group denes operating free cash ow asnet cash generated from operating activities before income tax paid, changes inworking capital, other non-cash items, non- operating income andexceptional items, less capital expenditure. The Group views operating free cash ow as a key liquidity measure, asit indicates the cash available to pay dividends, repay debt ormake further investments in the Group. Net debt and leverage ratio Borrowings • Leaseliabilities • Cash andcash equivalent • Term deposits with banks • Deposits given against borrowings/non- derivative nancial instruments • Fair value hedges Table HThe Group denes netdebt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative nancial instruments, processing costs related toborrowings and fair value hedge adjustments. The Group denes leverage ratio asnet debtdivided by underlying EBITDA. The directors view net debt and the leverage ratio tobe meaningful measures tomonitor the Group’s ability tocover its debt through its earnings. Return on capital employed No direct equivalent • Exceptional items to arrive at underlying EBIT Table IThe Group denes return oncapital employed (ROCE) as underlying EBIT divided by average capital employed. The directors view ROCE asa nancial ratio that measures the Group’sprotability and the eciency with which its capital isbeing utilised. The Group denes underlying EBIT as operating prot/(loss) for the period adjusted for exceptional items. Exceptional items are additional specic items that because of their size, natureor incidence inthe results, areconsidered to hinder comparison ofthe Group’s performance ona period-to-period basisand could distort the understanding of ourperformance for the period and the comparability between periods and hence are adjusted toarrive at UnderlyingEBIT. Capital employed isdened asthe sumof equity attributable to owners of the company,non-controlling interests and net debt. Average capital employed isaverage ofcapital employed at the closing and beginning ofthe relevant period. For quarterly computations, ROCE iscalculated bydividing underlying EBIT for the preceding 12months by the average capital employed (being the average of the capital employed averages for the preceding four quarters). 1Refer to ‘Reconciliation between GAAP and Alternative Performance Measures’ for respective table Some ofthe Group’s IFRS measures and APMs aretranslated at constant currency exchange rates tomeasure the organic performance of the Group. In determining the percentage change in constant currency terms, both current andprevious nancial reporting period’sresults have been converted using exchange rates prevailing ason 31 March 2021.Reported currency percentage change isderived on the basisof the average actual periodic exchange rates for that nancial period. Variances between constant currency andreported currency percentages are due toexchange ratemovements between the previous nancial reporting period and the current period. #### Changes to APMs Charity anddonations are notrelated tothe trading performance ofthe Group and hence wereadjusted toarrive atunderlying EBITDA and margin till previous periods. However,with launch ofour sustainability strategy in current year, wherein ‘Access toeducation’ isone ofthe key goals, the Group has revisited the denition to include the CSR expense as part ofthe underlying EBITDA, margin and operating free cash ow. Given the sizein prior years, nochanges havebeen made to the prior year gures. During the year, the following APMs have been removed: • Free cash ows –since the Group’s dividends are nolonger linked tosuch metric • Restated EPS –as this isno longer valid, asthere hasbeen no signicant change inthe number ofshares issued between the current and previous nancial reporting periods • Adjusted eective tax rate– since adjustments related toany tax arising onexceptional items or anyexceptional tax items are now adjusted in arriving at the eective tax rate, the separate APM for adjusted eective tax ratehas been removed. 231 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() #### Reconciliation between GAAP and Alternative Performance Measures #### Table A: Underlying revenue Description Unit of measure Year ended March 2022 March 2021 Revenue $m 4,714 3,908 Less: Exceptional items $m – (20) Underlying revenue $m 4,714 3,888 #### Table B: Underlying EBITDA and margin Description Unit of measure Year ended March 2022 March 2021 Operating prot $m 1,535 1,119 Add: Depreciationandamortisation $m 744 681 Charity anddonation 1 $m – 6 Exceptional items $m 32 (14) Underlying EBITDA $m 2,311 1,792 Underlying revenue $m 4,714 3,888 Underlying EBITDA margin (%) % 49.0% 46.1% 1Refer changes to APMs in Alternative performance measure (APMs)section #### Table C: Underlying prot/(loss) before tax Description Unit of measure Year ended March 2022 March 2021 Prot/(loss)before tax $m 1,224 697 Exceptional items (net) $m (60) (14) Underlying prot/(loss)before tax $m 1,164 683 #### Table D: Eective tax rate Description Unit of measure Year ended March 2022 March 2021 Prot before taxation Income tax expense Tax rate % Prot before taxation Income tax expense Tax rate % Reported eective tax rate $m 1,224 469 38.3% 697 282 40.5% Adjusted for: Exceptional items (provided below) $m (60) 2 (14) 36 Foreign exchange rate movements for non-DTA operating companies andholdingcompanies $m 50 – 42 – One-o adjustment and tax on permanent dierences $m (12) (2) – (5) Eective tax rate $m 1,202469 39.0% 725 313 43.2% Exceptional items 1. Deferred tax asset recognition $m – – – 36 2. Service revenues $m –– (20) – 3. Gain on sale oftower assets $m (111) 0 –– 4. Employee restructuring cost $m –– 6 – 5. Bonds prepayment cost $m 19 – –– 6. Provision forsettlement of contractual dispute $m 12 2 –– 7. Spectrum fee settlement cost $m 20 – –– Total $m (60) 2 (14) 36 Other information 232 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Table E: Underlying prot/(loss) after tax Description Unit of measure Year ended March 2022 March 2021 Prot/(loss)after tax $m 755 415 Exceptional items $m (62) (50) Underlying prot/(loss)after tax $m 693 365 #### Table F: Earnings per share before exceptional items Description Unit of measure Year ended March 2022 March 2021 Prot for the period attributable toowners of the company $m 631 339 Operating and non-operating exceptional items $m (60) (14) Tax exceptional items $m (2) (36) Non-controlling interest exceptional items $m 33 19 Prot for the period attributable toowners of the company before exceptional items $m 602 308 Weighted average number of ordinary shares inissue during the nancial period Million 3,754 3,758 Earnings per share beforeexceptional items Cents 16.0 8.2 #### Table G: Operating free cash ow Description Unit of measure Year ended March 2022 March 2021 Net cash generatedfrom operating activities $m 2,011 1,666 Add: income tax paid $m 293 195 Net cash generation from operation before tax $m 2,304 1,861 Less: Changesin workingcapital Increase in trade receivables $m 18 8 (Decrease)/Increase ininventories $m (4) 4 (Increase)/Decrease intrade payables $m (34) 38 Increase in mobile money wallet balance $m (64) (139) Increase in provisions $m (14) (1) Increase in deferred revenue $m (27) (17) Decrease in income received inadvance $m – 1 Increase in other nancial and non-nancial liabilities $m (50) (18) Increase in other nancial and non-nancial assets $m 144 48 Operating cash ow before changes in working capital $m 2,273 1,785 Other non-cash adjustments $m 6 15 Charity anddonation 1 $m – 6 Operating exceptional items $m 32 (14) Underlying EBITDA $m 2,311 1,792 Less: capital expenditure $m (656) (614) Operating free cash ow $m 1,655 1,178 1Refer to changes toAPMs inalternative performance measure (APMs)section 233 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() #### Table H: Net debt and leverage Description Unit of measure Year ended March 2022 March 2021 Long-term borrowing, netof current portion $m 1,486 1,871 Short-term borrowings andcurrent portion of long-term borrowing $m 786 1,468 Add: Processing costs related to borrowings $m 5 5 Add/(less): Fairvalue hedge adjustment $m (16) (21) Less: Cash andcash equivalents $m (638) (813) Less: Term deposits with banks $m (220) (257) Less: Deposits given against borrowings/non-derivative nancial instruments $m (122) – Add: Lease liabilities $m 1,660 1,277 Net debt $m 2,941 3,530 Underlying EBITDA (LTM) $m 2,311 1,792 Leverage (LTM) times 1.3x 2.0x #### Table I: Return on capital employed Description Unit of measure Year ended March 2022 March 2021 Operating prot $m 1,535 1,119 Less: Operating exceptional items $m 32 (14) Underlying EBIT $m 1,567 1,105 Equity attributable toowners ofthe company $m 3,502 3,405 Non-controlling interests (NCI) $m 147 (52) Net debt (refer toTable H) $m 2,941 3,530 Capital employed $m 6,590 6,883 Average capital employed 1 $m 6,736 6,705 Return on capital employed % 23.3% 16.5% 1Average capital employed is calculated as average of capital employed at closing and opening of relevant period. Capital employed atthe beginning of year ended 31March 2022 and 2021 is $6,883m and $6,528m, respectively #### Reconciliation between GAAP and Alternative Performance Measures continued Other information 234 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Forward-looking statements Thisdocumentcontainscertainforward-looking statements regardingourintentions,beliefsorcurrent expectationsconcerning,amongst other things,our results ofoperations,nancialcondition, liquidity, prospects,growth,strategiesandtheeconomicand businesscircumstances occurringfrom timeto timein thecountriesandmarkets inwhichthe Groupoperates. These statements are often, but not always, made through the useof words or phrases such as ‘believe,’‘anticipate,’ ‘could,’‘may,’ ‘would,’ ‘should,’ ‘intend,’ ‘plan,’ ‘potential,’‘predict,’‘will,’ ‘expect,’‘estimate,’ ‘project,’‘positioned,’‘strategy,’ ‘outlook’,‘target’ and similar expressions. It isbelieved that the expectations reected inthis document are reasonable, but they maybe aected bya wide range ofvariables that could cause actual results to dier materially from those currentlyanticipated. All such forward-looking statements involve estimates and assumptions that are subject torisks, uncertainties and other factors that could cause actual future nancial condition, performance and results to dier materially from the plans, goals, expectations and results expressed inthe forward-looking statements and other nancial and/orstatistical data within this communication. Among the keyfactors that could cause actual results to dier materially from those projected inthe forward-looking statements are uncertainties related to the following: the impact ofcompetition from illicit trade; the impact ofadverse domestic orinternational legislation and regulation; changes in domestic or international tax laws and rates; adverse litigation and dispute outcomes and the eect ofsuch outcomes onAirtel Africa’snancial condition; changes or dierences in domestic orinternational economic or political conditions; the ability toobtain price increases andthe impact ofprice increases on consumer aordability thresholds; adverse decisions bydomestic or international regulatory bodies; the impact ofmarket size reduction and consumer down-trading; translational andtransactional foreign exchange rateexposure; the impact ofserious injury,illness or death inthe workplace; the ability tomaintain credit ratings; the ability to develop, produce or market new alternative products and todo so protably; the ability toeectively implement strategic initiatives and actions taken toincrease sales growth; the ability to enhance cash generation and paydividends and changes inthe market position, businesses, nancial condition, results ofoperations or prospects ofAirtel Africa. Past performance is noguide tofuture performance and persons needing advice should consult anindependent nancial adviser. The forward-looking statements contained in this document reect the knowledge and information available toAirtel Africa atthe date of preparation of thisdocument andAirtel Africa undertakes no obligation toupdate or revise these forward-looking statements, whether as aresult ofnew information, future events or otherwise. Readers are cautioned notto place undue reliance onsuch forward- looking statements. No statement inthis communication isintended to be, norshould be construed as, aprot forecast ora prot estimate and nostatement in this communication should beinterpreted tomean that earnings per share ofAirtel Africa plc for the current or anyfuture nancial periods would necessarily match, exceed or belower thanthe historical published earnings per share ofAirtel Africa plc. Financial data included inthis document are presented inUS dollars rounded to the nearest million. Therefore, discrepancies inthe tables between totals and the sumsof the amounts listed mayoccur due to such rounding. The percentages included in the tables throughout the document arebased on numbers calculated tothe nearest $1,000 and therefore minor rounding dierences mayresult inthe tables. Growth metrics areprovided on aconstant currency basisunless otherwise stated. The Group haspresented certain nancial information ona constant currency basis. This iscalculated by translating the results forthe current nancial year and prior nancial year ata xed ‘constant currency’ exchange rate, which isdone to measure the organic performance ofthe Group. Growth ratesfor business and product segments areprovided in constant currency asthis better represents the underlying performance ofthe business. 235 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() #### Glossary #### Technical and industry terms Company related 4G data customer Acustomer having a 4Ghandset and who hasused atleast 1MB of data onthe Group network using any of GPRS, 3Gand 4Gin the last 30days. Airtel Money Airtel Money is the brand name forAirtel Africa’smobile money products and services. The term isused interchangeably with ‘mobile money’ when referring toour mobile money business, nance, operations andactivities. Airtel Money ARPU (mobilemoney ARPU) Mobile money average revenue per user. This is derived bydividing total mobile money revenue during the relevant period bythe average number ofactive mobile money customers anddividing the result by the number ofmonths in the relevant period. Airtel Money customer base (mobilemoney customer base) Total number ofactive subscribers who haveenacted anymobile money usage event in the last 30days. Airtel money customer penetration (mobile money customer penetration) The proportion of total Airtel Africa active mobile customers who usemobile money services. This is calculated bydividing the mobile money customer base bythe Group’stotal customer base. Airtel Money transaction value (mobilemoney transaction value) The sum ofall nancial transactions performed onAirtel Africa’smobile money platform forthe relevant period. Airtel money transaction value percustomer per month (mobile money transaction value per customer per month) Calculated bydividing the total mobile money transaction value on the Group’s mobile money platform during the relevant period bythe average number ofactive mobile money customers and dividing the result bythe number of months inthe relevant period. ARPU Average revenue per userper month. This isderived bydividing total revenue during the relevant period by the average number ofcustomers during the period and dividing the result bythe number ofmonths in the relevant period. Average customers The average number ofactive customers fora period. This isderived from the monthly averages during the relevant period. Monthly averages are calculated using the number of active customers at the beginning andthe end ofeach month. Broadband base stations Base stations that carry either 3G and/or 4Gcapability across all technologies and spectrum bands. Bundle penetration The proportion of revenue contributed by bundled products asa percentage of thetotal revenue generatedby theservice. Capital expenditure An alternative performance measure (non-GAAP). This is dened as investment in gross xed assets (both tangible andintangible but excluding spectrum andlicences) plus capital work inprogress (CWIP), excluding provisions onCWIP forthe period. Constant currency The Group haspresentedcertain nancial information that iscalculated bytranslating the results forthe current nancialyear andprior nancial years ata xed ‘constant currency’ exchangerate, whichisused to measure the organic performance ofthe Group.Growth rates forbusiness andproduct segments arein constant currency asit betterrepresents the underlying performance ofthe business. Constant currency growth ratesfor prior years arecalculated usingclosingexchangerate asat the end ofthe prior year. Customer Dened asa unique active subscriber with aunique mobile telephone number whohas used anyof Airtel’s services inthe last 30 days. Customer base The total number ofactive subscribers that haveused any ofour services (voice calls, SMS, datausage or mobile money transactions inthe last 30days. Data ARPU Data ARPU isderived bydividing total data revenue during the relevant period bythe average number of data customers and dividing the result bythe number of months in the relevant period. Data customer base The total number ofsubscribers who haveconsumed atleast 1MB of data onthe Group network using any ofGPRS, 3G or4G in the last 30days. Data customer penetration The proportion of customers using data services. Calculated bydividing the data customer base bythe total customer base. Data usageper customer This iscalculated bydividing the total MBs consumed onthe Group’snetwork during the relevant period by the average data customer base over the same period anddividing the result bythe number of months inthe relevant period. Digitalisation Weuse the term digitalisation in its broadest sense toencompass both digitisation actions and processes that convert analogue information into adigital form andthereby bring customers into the digital environment, andthe broader digitalisation processes ofcontrolling, connecting and planning processes digitally; the processes that aect digital transformation of our business, andof industry,economics and society asa whole through bringing about new business models, socio-economic structures and organisational patterns. Diluted earnings per share Diluted EPS iscalculated byadjusting the prot forthe year attributable to theshareholders and the weighted average number ofshares considered for deriving basic EPS, for theeects ofall the shares that could havebeen issued upon conversion of alldilutive potential shares. The dilutive potential shares are adjusted forthe proceeds receivable had the shares actually been issued atfair value. Further, the dilutive potential shares are deemed converted asat beginning ofthe period, unless issued at alater date during theperiod. Other information 236 Airtel Africa plc Annual Report and Accounts 2022 ![]() Company related Earnings per share (EPS) EPS iscalculated bydividing the prot for the period attributable tothe owners ofthe company by the weighted average number ofordinaryshares outstanding during the period. Foreign exchange rate movements fornon-DTAoperatingcompanies and holding companies Foreign exchange rate movements are specic items that are non-tax deductible in afew of ouroperating entities; hence these hinder alike-for-like comparison of the Group’seective tax rate ona period-to- period basisand aretherefore excluded when calculating the eective tax rate. GSMA A global organisation representing mobile operators andorganisations across the mobile ecosystem and adjacent industries. Information and communication technologies (ICT) ICT refers toall communication technologies, including the internet, wireless networks, cell phones, computers, software, middleware, video-conferencing, social networking, andother media applications andservices. IRU Indefeasible Right ofUse –a contractual agreement fora portion of the capacity/ber ofany bre route. Lease liability Lease liability represents the present value offuture lease payment obligations. Leverage An alternative performance measure (non-GAAP). Leverage (or leverage ratio)is calculated by dividing net debt atthe end ofthe relevant period bythe underlying EBITDA for the preceding 12months. Mini-AMB A compact outlet thatoers the services ofan Airtel Money Branch, currently being trialled in Zambia. Minutes of usage Minutes of usage refer tothe duration inminutes for which customers usethe Group’snetwork for making andreceiving voice calls. Itis typically expressed over aperiod ofone month. Itincludes all incoming and outgoing call minutes, including roaming calls. Mobile services Mobile services areour core telecom services, mainly voice and data services, but also including revenue from toweroperation services provided bythe Group and excluding mobile money services. Mobile transaction rates (MTR) Mobile transaction rates are thecharges paid tothe telecom operator onwhose network acall is terminated. Net debt An alternative performance measure (non-GAAP). The Group denes netdebt asborrowings, including lease liabilities less cash and cashequivalents, term deposits with banks, processing costs related to borrowings and fairvalue hedge adjustments. Net debt tounderlying EBITDA An alternative performance measure (non-GAAP). Calculated bydividing net debt asat the end of the relevant period byunderlying EBITDAfor the last 12 months (LTM),from the end ofthe relevant period. This is alsoreferred toas the leverage ratio. Net revenue An alternative performance measure (non-GAAP). Dened astotal revenue adjusted for MTR (mobile transaction rates), cost of goods sold and mobile money commissions. Network towers or ‘sites’ Physical network infrastructure comprising abase transmission system (BTS)which holds the radio transceivers (TRXs)that dene acell and coordinates the radio link protocols with the mobile device. Itincludes all ground-based, roof topand in-building solutions. Operating company (OpCo) Operating company (or OpCo)is adened corporate business unit, providing telecoms services and mobile money services inthe Group’s footprint. Operating free cash ow An alternative performance measure (non-GAAP). Calculated bysubtracting capital expenditure from underlying EBITDA. Operatingleverage An alternative performance measure (non-GAAP). Operating leverage isa measure of the operating eciency ofthe business. It iscalculated bydividing operating expenditure (excluding regulatory charges) by total revenue. Operating prot Operating prot isa GAAP measure ofprotability.Calculated as revenue less operating expenditure (including depreciation and amortisation, and operating exceptional items). Other revenue Other revenue includes revenues from messaging, value added services (VAS),enterprise, sitesharing and handset sale revenue. Reported currency Our reported currency is USdollars. Accordingly,actual periodic exchange rates are used totranslate the local currency nancial statements ofOpCos intoUS dollars. Under reported currency the assets and liabilities aretranslated into USdollars atthe exchange ratesprevailing atthe reporting datewhereas the statements ofprot and loss are translated intoUS dollars at monthly average exchange rates. Smartphone A smartphone is dened as amobile phone with an interactive touch screen thatallows the user to access the internet and additional data applications, providing additional functionality tothat of abasic ‘feature’ phone which is used only formaking voice calls andsending and receiving text messages. Smartphone penetration Calculated by dividing the number ofsmartphone devices inuse bythe total number of customers. Total MBs on network Total MBs ofdata consumed (uploaded and downloaded) bycustomers on the Group network using any of GPRS, 3Gand 4Gduring the relevant period. Underlying EBIT An alternative performance measure (non-GAAP). Dened asoperating prot before exceptional items. Underlying EBITDA An alternative performance measure (non-GAAP). Dened as operating prot before depreciation, amortisation, CSR cost andexceptional items. 237 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() Company related Underlying EBITDA margin An alternative performance measure (non-GAAP). Calculated bydividing underlying EBITDA for the relevant period byunderlying revenue for the relevant period. Unique subscriber penetration The number of individual mobile subscribers asa proportion of the total population. This metric adjusts for the useof multiple SIMcards bycustomers,toidentify thedegree ofuptakeof mobile services byindividuals. Unstructured Supplementary Service Data Unstructured Supplementary Service Data (USSD),also known as ‘quick codes’ or ‘feature codes’,is a communications protocol forGSM mobile operators, similar toSMS messaging. It hasa variety of uses such as WAP browsing, prepaid callback services, mobile-money services, location-based content services, menu-based information services, and for conguring phones on the network. Voice minutes of usage per customer per month Calculated bydividing the total number of voice minutes of usage onthe Group’snetwork during the relevant period bythe average number ofcustomers and dividing the result bythe number of months inthe relevant period. Weighted average number ofshares The weighted average number ofshares iscalculated bymultiplying the number of outstanding shares by the portion of the reporting period those shares covered, doing this for each portion, andthen summing the total. #### Glossary continued Other information 238 Airtel Africa plc Annual Report and Accounts 2022 ![]() #### Abbreviations 2G Second-generationmobile technology 3G Third-generationmobile technology 4G Fourth-generationmobile technology AAML Airtel Africa Mauritius Limited ARPU Average revenue per user bps Basis points bn Billion CAGR Compound annual growth rate Capex Capital expenditure CDP Climate disclosure project CRO Climate related risks and opportunities CSR Corporate social responsibility DQI Data quality index EBIT Earnings before interest and tax EBITDA Earnings before interest, tax, depreciation and amortisation EPS Earnings per share ERC Executive Risk Committee FPPP Financial position and prospects procedures GAAP Generally accepted accounting principles GB Gigabyte GDP Gross domestic product HoldCo Holding company IAS International accounting standards ICT Informationandcommunicationtechnologies ICT(Hub) Information communication technology (Hub) IFRS IFRS International nancial reporting standards IMF International monetary fund IPO Initial public oering KPIs Key performance indicators KYC Know your customer LTE Long-term evolution (4G technology) LSE LondonStock Exchange LTM Last 12months m Million MB Megabyte MI Minority interest (non-controlling interest) NGO Non-governmentalorganisation NGX Nigerian Exchange Limited (formerly known as NSE) OpCo Operating company P2P Person toperson PAYG Pay-as-you-go ppts Percentage points QoS Quality ofservice RAN Radio access network SIM Subscriberidenticationmodule Single RAN Single radio access network SMS Short messaging service SPOC Single point of contact (vendor SPOC: adesignated person ofthe vendor who interacts with AirtelAfrica’s teams ona regular basis forvarious requirements) TB Terabyte TCFD Taskforce for climate-related nancial disclosure Telecoms Telecommunications UoM Unit ofmeasure USSD Unstructured supplementaryservice data VQI Voice quality Index 239 Airtel Africa plc Annual Report and Accounts 2022 Other information ![]() #### General shareholders’ information #### Annual General Meeting (AGM) Date 28 June 2022 Day Tuesday Time 11:00 hrs BST Venue 53/54Grosvenor Street, London W1K 3HU, United Kingdom #### Dividend Ex-dividend date for naldividend23 June 2022 Record date fornal dividend24 June 2022 AGM 28June 2022 Final dividend payment3 cents per ordinary share #### Financial calendar Financial year: 1April to31March. #### Airtel Africa plc share price Airtel Africa’sordinaryshares havea premium listing on the London Stock Exchange’s mainmarket for listed securities and arelisted under the symbol AAF. Current and historical share price information isavailable on our website: www.airtel.africa. #### Shareholders as of 31 March 2022 Number of ordinary shares heldNumber of accounts Shares % of total issued shares 1-1,000 23 14,285 0.00 1,001-5,000 72 196,076 0.01 5,001-50,000 139 3,181,493 0.08 50,001-100,000 43 3,179,768 0.08 100,001-500,000 127 32,848,982 0.87 More than 500,000 156 3,718,730,900 98.95 Totals 560 3,758,151,504 #### Warning to shareholders (‘boiler room’ scams) In recent years, many companies havebecome aware that their shareholders havereceived unsolicited calls or correspondence concerning investment matters. These callers typically makeclaims ofhighly protable opportunities inUK investments which turn out tobe worthless or simply donot exist. These approaches are usually made byunauthorised companies andindividuals and are commonly known as‘boiler room’ scams. Airtel Africa plc shareholders areadvised tobe extremely wary ofsuch approaches and advised toonly dealwith rms authorised by FCA. See the FCA website atfca.org.uk/scamsmart for moredetailed information about this orsimilar activities. #### Registrar and Transfer agent All the work related toshare registry,both inphysical and electronic form, ishandled bythe company’s Registrar and Transfer agent atthe address mentioned inthe communication addresses section. #### Communication addresses Contact Email Address For corporate governance and othersecretarial related matters Mr. Simon O’Hara Group company secretary investor.relations@africa.airtel.com First Floor,53/54 Grosvenor Street, London, W1K 3HU, United Kingdom Tel: +44 2074939315 For queries relating tonancial statements and corporate communication matters Mr. Pier Falcione Deputy CFO and Head of investor relations investor.relations@africa.airtel.com First Floor,53/54 Grosvenor Street, London, W1K 3HU, United Kingdom Tel: +44 2074939315 Registrar and Transfer agentComputershare Investor ServicesPLC Coronation Registrars Limited webqueries@computershare.co.uk Website: www.coronationregistrars.com The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom 9 Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria Tel: +234 1271 4566-7 Other information 240 Airtel Africa plc Annual Report and Accounts 2022 ![]() Designed and produced by Friend www.friendstudio.com Print Pureprint Group This report has been printed onAmadeusSilkwhichisFSC ® certiedandmadefrom100% Elemental Chlorine Free (ECF) pulp.Themillandtheprinter arebothcertiedtoISO14001 environmental management system. The report was printed byaCarbonNeutral ® printer. ![]() #### Airtel Africa plc 53/54 Grosvenor Street London W1K 3HU England # airtel.africa Airtel Africa plc Annual Report and Accounts 2022 I ndependent auditor’s reasonableassurancereportonthecomplianceof AirtelAfricaplc’s EuropeanSingle ElectronicFormat(ESEF ) preparedAnnualFinancialReport withtheEuropeanSingleElectronicFormatRegulatory TechnicalStandard(‘ESEFRTS’) asrequiredbytheFinancialConductAuthority(FCA)DisclosureGuidanceand Transparency Rule (DTR) 4.1.14R To the Members of Airtel Africa plc R eporto ncompliancewiththerequirementsforiXBRL markup(‘tagging’) ofconsolidatedfinancialstatements included in the ESEF - prepared Annual FinancialReport We have undertaken a reasonable assurance engagement on the iXBRL mark up of consolidated financial statements forthe year ended 31March 2022 of Airtel Africaplc (the “company”) included intheESEF - prepared Annual Financial Report prepared by the company . Opinion In ouropinion, theconsolidated financial statementsfor the year ended 31March 2022 ofthe company included intheESEF - prepared AnnualFinancial Report,are markedup,in allmaterial respects,in compliancewith theESEF RTS. The directors ’ responsibility forthe ESEF - prepared Annual FinancialReportpr eparedin compliancewith theES EF RTS The directors are responsible for preparing the ESEF - prepared AnnualFinancialReport. Thisresponsibility includes: • the selection and application of appropriate iXBRL tags using judgement where necessary; • ensuringconsistencybetweendigitisedinformationandtheconsolidatedfinancialstatements presented in human - readable format; and • the design, implementationand maintenance ofintern al control relevant to the application of the ESEF RTS. Our independence and quality control Wehavecompliedwiththe independenceandotherethicalrequirementsofFinancialReportingCouncil’s(the ‘FRC’s’)EthicalStandardasappliedtolistedpublic interestentities,andwehavefulfilledourotherethical responsibilities in accordance with these requirements. WeapplyInternationalStandardonQualityControl1and,accordingly,maintainacomprehensivesystemof qualitycontrolincludingdocumentedpoliciesandproceduresregardingcompliancewithethicalrequirements, professional standards and applicable legal and regulatoryrequirements. Our responsibility Ourresponsibility istoexpressan opinionon whethertheelectronic markup ofconsolidated financialstatements complies in all material respects with the ESEF RTS based on the evidence we have obtained. Weconductedourreasonableassuranceengagement inaccordancewithInternationalStandardonAssurance Engagements (UK) 3000,Assurance EngagementsOther thanAuditsor ReviewsofHistoricalFinancial Information (‘ ISAE (UK) 3000 ’ ) issued by the F RC . Areasonable assuranceengagementinaccordance with ISAE (UK) 3000 involvesperforming procedurestoobtain reasonableassurance about the complianceof the markup of theconsolidated financialstatementswiththe ESEF RTS. The nature, timingand extent of procedures selected dependon the practitioner's judg e ment, including the assessmentoftherisksofmaterialdeparturesfromtherequirementssetoutintheESEFRTS,whetherd u eto fraud or error. Our reasonable assurance engagement consisted primarily of : • obtainingan un der standingof the ESEF RTS mark up process , includinginternalcontrol overthe markup process relevant to the engagement; • reconciling the markedup datawith theauditedconsolidatedfinancialstatements of thecompany dated 31 March 2022 ; • evaluating thea ppropriatenessofthe company’s mark up of theconsolidated financialstatements using the XBRL mark - up language; • evaluatingtheappropriatenessofthecompany’suseofiXBRLelementsselectedfrom apermitted taxonomyandthecreation o fextensionelement swhere nosuitableelementin the permitted taxonomy has been identified; and • evaluating the use of anchoring in relation to the extension elements. Inthisreportwedonotexpressanauditopinion,reviewconclusionoranyotherassurance conclusiononthe consolidatedfinancialstatements.Ourauditopinionrelatingtotheconsolidatedfinancialstatementsofthe company for the year ended 31 March 2022 is set out in our Independent Auditor’s Reportdated 10 May 2022 . Use of ourreport Ourreportismadesolelytothecompany’smembers,asabody,inaccordancewithISAE (UK) 3000.Ourwork hasbeenundertakensothatwe mightstatetothe c ompanythos ematterswearerequiredtostatetothemin thisreportandfornootherpurpose.Tothefullestextentpermittedbylaw,wedonotacceptorassume responsibilityto anyoneotherthan the c ompany andthecompany’s membersas abodyforour work,this re port, or for the conclusions we have formed. Daryl Winstone FCA (Senior statutory auditor) F or and on behalf of Deloitte LLP Statutory Auditor London, United Kingdom 1 J une 2022