--- Airtel Africa plc Annual Report and Accounts 2025 # Transforming lives ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) Airtel Africa is a leading provider of telecommunications and mobile money services, with operations in 14 countries in sub-Saharan Africa. We provide an integrated offer to our subscribers, including mobile voice, data services and mobile money services both nationally and internationally. Our purpose of **transforming lives** is at the heart of everything we do. ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) --- At a glance # Transforming lives and enhancing the customer experience We're transforming millions of lives across sub-Saharan Africa by delivering essential telecoms and mobile money services that are bridging the digital and financial divides. Through our focus on enhancing customer experience and our investment in extending our networks, we've reached more people than ever this year, helping connect the unconnected, banking the unbanked and enabling communities, businesses and economies to thrive. --- # Operating across 14 markets.. ![img-5.jpeg](img-5.jpeg) ...where demand for our services is supported by a young, fast-growing population seeking the opportunities that digital and financial inclusion bring. 1st or 2nd largest operator in all markets 77 million increase in addressable population (>15 years) by 2030 166.1 million customers $4,955m revenue --- ![img-6.jpeg](img-6.jpeg) ![img-7.jpeg](img-7.jpeg) Investing in our reach, coverage and capacity.. --- ...to enhance customer experience and reach new communities in urban, semi-urban and rural areas. Our expanding footprint of retailers, agents and exclusive franchises combined with enhanced digital offerings through MyAirtel app means we can deliver even more services. Airtel Money's focus on increasing the number of mobile money use cases through international partnerships and product innovation helps drive the take up of our mobile money services. And our continued network investment drives greater 4G and 5G coverage, unlocking digital opportunity across our markets. 1.7 million Airtel Money agents (+23.4%) $670m capex ($737m in 2023/24) 78,700+ km of connecting fibre (+3,300 km) 110,000+ exclusive distribution infrastructure 37,117 infrastructure sites (+2,583 sites) 74.4% 4G coverage (+3.7%) Delivering transparer affordable, essential services.. ![img-8.jpeg](img-8.jpeg) --- ...including voice, data and mobile money for consumers and enterprises in our three regions: Nigeria, East Africa and Francophone Africa. 166.1 million total customers (+8.7%) 44.6 million Airtel Money customers (+17.3%) 73.4 million data customers (+14.1%) $136bn Airtel Money transaction value (+32.0% in constant currency) ![img-9.jpeg](img-9.jpeg) # Generating value for all stakehold ...with strong constant currency revenue growth underpinned by Airtel Money growth of 30% in constant currency. By leveraging our efficient operating model, we're able to sustain industry-leading EBITDA margins to unlock the cash flow to consistently invest, meaning we can keep transforming lives into the future and generate strong shareholder returns. --- 21.1% revenue growth (constant currency) 20.9% in 2023/24 6.0 cents basic earnings per share (4.4) cents in 2023/24 46.5% underlying EBITDA margins 48.8% in 2023/24 9.2% growth in dividend per share vs 2023/24 Revenue contribution by segment | | Year ended March 2025 $m | Year ended March 2024 $m | Reported currency change % | Constant currency change % | | --- | --- | --- | --- | --- | | Nigeria – mobile services | **1,045** | 1,503 | (30.4%) | 36.4% | | East Africa – mobile services | **1,843** | 1,622 | 13.6% | 18.8% | | Francophone Africa – mobile services | **1,300** | 1,213 | 7.2% | 7.9% | | Mobile money services | **994** | 837 | 18.7% | 29.9% | | **Total*** | **4,955** | 4,979 | (0.5%) | 21.1% | --- | Year ended March 2025 $m | Year ended March 2024 $m | Reported currency change % | Constant currency change % | | --- | --- | --- | --- | * Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes inter-segment revenue which eliminates on consolidation of $227m (2024: $196m). All segmental revenue information presented throughout the Annual Report is as per note 6.1 of our financial statements and includes the inter-segment revenue noted above. All financial numbers are in reported currency. ## Revenue contribution by service | | Year ended March 2025 $m | Year ended March 2024 $m | Reported currency change % | Constant currency change % | | --- | --- | --- | --- | --- | | Voice | **1,964** | 2,179 | (9.8%) | 10.6% | | Data | **1,804** | 1,734 | 4.0% | 30.5% | | Airtel Money | **994** | 837 | 18.7% | 29.9% | | Other^ | **417** | 417 | (0.1%) | 21.7% | | **Total*** | **4,955** | 4,979 | (0.5%) | 21.1% | --- | Year ended March 2025 $m | Year ended March 2024 $m | Reported currency change % | Constant currency change % | | --- | --- | --- | --- | ^ Other revenue includes messaging, value-added services, tower sharing and Airtel Business. * Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes inter-segment revenue which eliminates on consolidation of $224m (2024: $188m). All segmental revenue information presented throughout the Annual Report is as per note 6.1 to our financial statements and includes the inter-segment revenue noted above. All financial numbers are in reported currency. --- ## Business model # Meeting the need for **connection** and digital and financial **inclusion** Our business model responds to huge unmet demand from millions of customers and potential customers in markets with significant growth potential. Providing **essential services** to 166.1 million --- # customers... # Voice Pre-and post-paid wireless voice services, international roaming and fixed-line telephony services # Data Including 4G, 5G, home broadband, fibre and data centres # Mobile money Including digital wallet payment systems, microloans, merchant services, savings, insurance and international money transfers through a **unique, differentiated** operating model... # Reliable, highly digitalised network that's consistently expanding A modernised network offering 2G, 3G, 4G and 5G, largely on efficient RAN technology. The network continues to expand through the rollout of new sites, which have reached 37,117 and 78,714 km of fibre across the African continent. # Distribution network at scale to get us closer to existing and potential customers A wide network of 110,000+ exclusive infrastructure network, including mini-shops, kiosks and Airtel Money branches (AMBs) which are supported by an increasingly digitalised approach. In total, the network covers more than 390,000 customer-activating outlets to enable more customer sign-ups. # Outstanding customer experience and simple, transparent pricing Simple, convenient and intuitive customer journeys supported by a digitised offering to remove friction for our customers. Straightforward pricing plans based on the principle of 'more for more' – meaning that the cost of connecting continues to fall in real terms. A tailored pricing strategy that varies depending on market conditions. # Lean, efficient operating model A relentless focus on cost efficiencies to ensure profitable growth. Digital transformation, cost discipline, process automation and strong partner relationships help streamline operations and ensure resource optimisation while enhancing the customer experience. --- **enabled** or facilitated by... Digitisation and innovation See Our strategy Sustainability strategy See Sustainability strategy Robust risk management framework See How we manage our risk Strong corporate governance See Governance Disciplined capital allocation See Financial review to create **value** for... Our customers Convenient and competitive services that enable people to connect, live and work. Reaching the financially excluded to drive financial inclusion and unlock opportunities. Our economies Direct and indirect contributions of $1.7bn in 2024/25 (vs $1.7bn in 2023/24). 1.7 million people earning through working as Airtel Money agents and in our distribution networks. Our people Direct employment in a growing business offering competitive pay and training. Our communities Programmes to support education, health and wellbeing as well as disaster relief with total spend on CSR programmes of $2.7m in 2024/25. Our shareholders Constant currency revenue growth of 21.1% and 46.5% underlying EBITDA margin in 2024/25. Total dividend of 6.5 cents, an increase of 9.2%, supported by $120m of share buy-backs during the reporting year. --- ## Market environment and investment proposition # A clear runway for sustainable growth There is a huge opportunity for growth in our young, growing, underpenetrated markets – but they're also subject to economic and political volatility and a complex regulatory environment. Our strong track record reflects our success in navigating these challenges while continuing to execute against the opportunity on offer to deliver an attractive and compelling investment case. --- 1 ## We harness the **key growth drivers** in our operating environment... - A young, growing population - Underpenetrated voice and data markets - Rapid adoption of smartphones - Accelerating demand for mobile money - Stakeholder support for digital and financial inclusion 2 ## ...while **managing the risks and challenges** - Geopolitical risks, macroeconomic and currency volatility impacting our business and our customers - Evolving legal, regulatory and tax frameworks - A dynamic competitive environment - Climate and weather-related disruption 3 ## ...delivering **a compelling growth proposition** through focused execution - A clear strategy, with the customer at its heart - A strong and expanding distribution network - Consistent investment in coverage and capacity - Cost optimisation - Robust risk management, compliance and partnerships with stakeholders --- 4 ## Resulting in a **strong track record** Consistent strong growth in constant currency revenue and underlying EBITDA Sustainable capital structure Attractive shareholder returns --- # ---## 1 # Harnessing key market growth drivers ## A young and growing population Sub-Saharan Africa will see the world's fastest growth in working age population over the next three decades. The GSMA forecasts that there will be more than 750 million unique mobile subscribers in sub-Saharan Africa by 2030, and that mobile data traffic will quadruple by 2028. > See our mobile services business review ## Underpenetrated voice and data markets Our telecoms and data markets remain underpenetrated at around 44%, compared to a global average of 69%. ## Rapid adoption of smartphones – but still a long way to go Smartphone penetration – a key enabler of data and mobile money growth – is at 51% in sub-Saharan Africa and is expected to reach 81% by 2030. ## Unbanked population is accelerating the demand for mobile money Africa leads the world in mobile money services: 60% of adults are unbanked, with 90% of payments in cash. Mobile money is the driver of financial inclusion for consumers and enterprise alike. Sub-Saharan Africa had the highest levels of global mobile money adoption – mobile money has increased GDP by more than $150bn, equivalent to increasing GDP by 3.7% between 2013 and 2022. ## Strong stakeholder support for sustainable development and financial and digital inclusion Governments and other stakeholder groups are committed to sustainable development groups, recognising the role played by telecoms and mobile money services in overcoming barriers to financial inclusion and access to education, and to driving economic growth. Source: GSMA report 2024 ## 2 # Managing the risks and challenges ## Geopolitical risks, macroeconomic and currency volatility impacting our business and our customers Our business is subject to numerous variables, including fluctuations in global commodity prices, and we're constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in the markets where we operate. Consumers also face cost-of-living pressures. --- > See our Financial review ## Evolving legal, regulatory and tax frameworks Legal and regulatory frameworks for telecoms services and mobile financial services are unique to each country, and they constantly evolve, as do requirements regarding taxes, tariffs, consumer protection and fair competition. > See Risk section ## A dynamic competitive environment We operate in a competitive environment, which varies for each of our markets, products and services. ## Climate and weather-related disruption Africa is disproportionately affected by climate change, and extreme weather events continue to occur in several markets. 3 ## Delivering a compelling **growth proposition** ### A clear strategy, with the customer at its heart The focused execution of our strategy is the backbone of our ability to deliver sustainable, profitable and market-leading growth. Enhancing the customer experience is at the heart of our strategy – we offer affordable, reliable services and simplified, digital customer journeys. ### A strong and expanding distribution network We continually build scale across our customer touchpoints by expanding our distribution network and enhancing the customer propositions on offer in new segments. This is supported by digitalisation, including through our MyAirtel app. ### Consistent investment in coverage and capacity In 2024/25, we invested $670m in capital expenditure, predominantly in our networks, and added around 2,600 infrastructure sites. Our 4G network now reaches 74.4% of the people in our markets, up 3.7% since 2023/24. ### Cost optimisation Cost efficiencies are key to combating inflationary pressures in some markets. Through a relentless focus on cost efficiencies, our ability to sustain industry-leading EBITDA margins reflects our ability to actively manage our cost base. ### Robust risk management, compliance and partnerships with stakeholders Our risk management framework, wide geographical spread, deep knowledge of the African continent and strong corporate governance policies ensure we're able to effectively mitigate risks. We comply strictly with local and international laws. At the same time, we continue to be a partner in development --- with our various stakeholders on the continent through the implementation of our sustainability strategy, while our resilience programmes help us adapt to unforeseen weather or political disruption. 4 ## Resulting in a strong track record ### Consistent strong growth in constant currency revenue and EBITDA Over the past five years, we have delivered 19.3% CAGR constant currency revenue growth and industry-leading EBITDA margins, enabling continued investment in our network to support our ambition for future growth. ### Sustainable capital structure Through strong financial performance and continued cash upstreaming, we fully repaid our remaining HoldCo debt in May 2024. We continue to move debt into local currency. Currently, over 93% of our debt is in local currency. ### Attractive shareholder returns As a result of our cash flow generation and robust capital structure, the Board of directors continues to support our existing dividend policy of a mid- to-high single-digit annual growth in the dividend. In 2024/25 the Board returned a further $120m through a share buy-back programme. --- ## Chair's statement # Investing in transforming lives Our purpose of transforming lives is achieved by connecting and empowering millions of people around us – while unlocking great growth opportunities for our stakeholders and our business. **Sunil Bharti Mittal** Chair Airtel Africa is investing in essential telecoms, data and mobile money services to unlock the massive potential of the markets we serve. Through these services the company is transforming lives by connecting the unconnected, reaching the financially excluded and bridging the digital divide. Airtel Africa acts as a partner to the young, fast-growing populations of our 14 markets and their governments, helping to build a shared prosperous digital future that promises growth for Africa's people, businesses and economies as well as for our business. This has been a year of further significant progress. The expansion of our network coverage, which now extends to over 37,100 sites across the region, has connected more ![img-10.jpeg](img-10.jpeg) people than ever to data, voice and mobile money services – and through this, our customer base has grown by 8.7% while voice usage and data usage have also seen strong growth. Our ongoing investment in Airtel Money is providing financial inclusion to more customers than ever before with over 17 billion transactions reaching $136bn in 2024/25. These significant achievements are made possible by the hard work and dedication of everyone at Airtel Africa. Yet, across our markets, there is a substantial and unmet need – especially, for data and mobile money, the engines of connectivity and growth. Over the next five years 77 million more young people will join our markets, ready to contribute to the digital economy. We must ensure that the market is ready with the communications --- products and services that will power their education, work and home lives. I'm proud that Airtel Africa will continue to invest to meet these needs, unlocking growth and opportunity for our customers and for our business. ## Focused on customer experience Our customers are at the heart of what we do. This year, we refreshed our strategy to underline this focus, reinforcing the need for every Airtel Africa employee to consider how they can enhance customers' experiences of our services, every day. “ Across our markets there is still huge unmet need, especially for data and mobile money – and 77 million more young people will join our markets over the next five years, ready to contribute to the digital economy. I'm proud that Airtel Africa will continue to invest to meet those needs, unlocking growth and opportunity for our customers and for our business. ” Millions of people are now tapping into the possibilities created by data – for enterprise, entertainment, education, financial services and more. At the same time customers are focused on affordability and service with high expectations around reliability, data security and connection speeds. To meet these expectations, we must ensure that our services are affordable, fast, dependable and safe. Digitising and simplifying the user experience of our products is an important priority in every one of the company's offerings. Airtel Africa draws on the expertise and experience of the wider Bharti Airtel ecosystem to deliver products and solutions, alongside its own digital capabilities. This year has seen innovations such as the launch of the Airtel AI Spam Alert Service in Nigeria, the first product of its kind in Africa to harness the power of artificial intelligence to protect our customers from spam – read more in progress against our strategy. Focused improvements to MyAirtel App are driving adoption and penetration, outlined in our mobile money business review. Airtel Money has introduced or strengthened its products that deliver financial empowerment to our customers, including microloans, savings tools and insurance services – read more in progress against our strategy. ## Continuing Board oversight Our refreshed strategy reflects the vision of our CEO Sunil Taldar, and was developed with the supervision and approval of the Board, including at our Board strategy session in November 2024. I discuss Sunil's appointment and other evolutions to our management team in more detail in my governance introduction – but here, I would like to highlight Sunil's leadership of our strategy for growth. This customer-centric approach, combined with rigorous cost optimisation and operational execution, has served us well through a year in which macro-economic disruptions continued in some of our markets, delivering margin resilience and strong constant currency growth. The Board was also active in a range of other governance issues this year, including approving the company's succession planning and people agenda, reviewing and challenging internal controls and risk management frameworks, and closely monitoring the risks and opportunities for Airtel Money. The Board's activities and the outcomes for stakeholders are described in the Board's focus in 2024/25. --- # Maintaining our momentum on sustainability Our business strategy is underpinned by sustainability ambitions set out in 2021, which contribute to six of the United Nations' Sustainable Development Goals (UN SDGs). Our Sustainability Report 2025, available on our website at www.airtel.africa, gives stakeholders a transparent account of our commitments and progress. The Board's role in upholding our environmental, social and governance responsibilities is described in the governance structures section of this Annual Report. This year saw another important milestone, with the launch of the Airtel Africa Foundation, Airtel Africa's philanthropic arm. The aims of the Foundation are described in the Airtel Africa Foundation section – and, on a personal note, I welcome the Foundation's focus on education, in particular, which has been a long-cherished area of focus for me. It's my firm belief that education is the transformative enabler of social and economic progress. To-date, Airtel Africa's partnership with UNICEF has reached 20 million young people to provide them with access to high-quality digital educational resources, free of cost. It creates the opportunity to make a difference to whole communities and societies as well as to the young people whose lives we reach directly. The Foundation has also launched the Airtel Africa fellowship programme, which supports undergraduate students as part of building advanced IT skills among the next generation of technology leaders in Africa. The programme is now providing tuition costs and an annual stipend for the first cohort of five women and five men pursuing a BSc in data science and artificial intelligence at the Indian Institute of Technology Madras (IITM) in Zanzibar, Tanzania. # Continuing our track record of constant currency growth I would like to thank all our stakeholders for their support in 2024/25, which has been instrumental in Airtel Africa delivering another year of sustainable, profitable growth while playing a positive role in the communities and economies in which we operate. **Sunil Bharti Mittal** Chair --- ## Chief executive officer's review Our chief executive officer, Sunil Taldar, reflects on a year in which Airtel Africa delivered **strong operational and financial performance** and remained **committed to transforming lives**, while navigating a complex and sometimes challenging operating environment. Watch the interview ![img-11.jpeg](img-11.jpeg) **Sunil Taldar** Chief executive officer ### Q1. What stands out for you about Airtel Africa's performance in 2024/25? We've successfully executed our strategy – and that has delivered growth now while showing the path for continued future growth. Our ability to fulfil our purpose of transforming lives and to create value for our **44.8%** smartphone penetration (+4.3% vs 2023/24) **47.5%** increase in data usage vs 2023/24 **32%** increase in transaction value for --- shareholders and other stakeholders depends on this sustainable growth. We know there's a huge opportunity in our markets. It's not just that the populations are young and growing fast, or that there is still a long runway ahead in terms of smartphone ownership and network penetration. It is also that people in our 14 markets across sub-Saharan Africa have powerful aspirations. They want access to the opportunities of digitalisation and connection – in education, healthcare, commerce, news, entertainment and financial services. Serving those aspirations has meant that we've continued to be the fastest-growing telco in Africa this year on a constant currency basis – and have the potential to drive sustainable growth for years to come. But only if we keep delivering on our strategy, as our people across the business continue to do – which is why the quality of our execution is my highlight for this year. ## Q2. ### You refined your strategy in 2024/25 – why was this important? Everything we do has always been about serving and empowering our customers. In places which are often underserved by infrastructure, our services are transformational for them – and essential for their lives and livelihoods. They rightly have high expectations for those services – and meeting their expectations gives us competitive advantage. So, we refined our strategy this year to reinforce the fact that enhancing the customer experience should drive all our actions. Great customer experience is of course a continuing journey, rather than a destination. It means getting better every year. For example, we've continued to invest in brilliant network experience, rolling out around 2,600 new sites and 3,300 km of new fibre. We've put further investment into growth opportunities such as home broadband and our enterprise offers. And we've also invested in 'go-to-market' – getting closer to our customers so that using our mobile money and telecoms services is fast and convenient. That includes expanding our physical activating outlet network by 8% to over 390,000 outlets. This is supported by digitising and simplifying how customers access our services, drawing on the expertise and digital toolkit of Bharti Airtel to drive improvements in our MyAirtel app and the functionality of other digital products. Airtel Money (in constant currency) “ > People in our markets have powerful aspirations. They want access to the transformational opportunities of digitalisation, financial inclusion and connectivity. Serving those aspirations has meant we've delivered the fastest constant currency revenue growth performance in the African telecoms sector this year. ” **Sunil Taldar** Chief executive officer ![img-12.jpeg](img-12.jpeg) --- ### Q3. ## How would you describe this year's financial performance? Overall, this has been a strong year financially, with revenue growth in constant currency across all our services, with data and mobile money revenues both growing by around 30%. There have been challenges at times during the year. The first quarter, in particular, saw some macroeconomic disturbance in some markets, including further currency devaluation in Nigeria. Some markets also saw some political disturbance and continuing inflation, including fuel price inflation. More recently, we've seen significant global economic developments, which we're monitoring closely for their effects on our markets. We know that customers feel these cost-of-living pressures. It is striking, however, that despite these disturbances our customer base continued to grow, reaching 166.1 million by year end and average revenue per user increased by 12.4% in constant currency. Customers are using our services more – and using more services. Cost pressures also affect our business and, particularly, our margins which were down by 2.3% in 2024/25. This year, we launched a cost efficiency programme to reduce costs across the business. These initiatives have contributed to a steady improvement in underlying EBITDA margins from 45.3% in Q1'25 to 47.3% in Q4'25 – and, most importantly, helped us keep services affordable for customers. Initiatives within our cost efficiency programme have also supported our sustainability strategy – moving around 500 sites from off-grid to on-grid has resulted in the saving of around 350,000 litres of fuel. ### Q4. ## Last year, volatility in your largest market, Nigeria, affected Group financial performance. How has that market performed in 2024/25? The Nigerian market saw continued economic volatility which impacted both the industry and our customers. However, we've seen some encouraging macroeconomic signs in the past couple of quarters, --- with inflation trending down, improved foreign exchange availability and a relatively stable currency. It is also worth highlighting the approvals we received in January 2025 for a tariff adjustment of up to 50%. This is a very positive development and will contribute significantly to a sustainable future for the industry as well as to the Nigerian Government's agenda for digital transformation and a stronger economy. We're very grateful to the Nigerian Communications Commission (NCC) for this decision and have seen an encouraging response from our customers. The sustained demand reflects the essential nature of the services that we offer and gives us the platform to continue investing in the network, expanding coverage to communities across the country and delivering an enhanced product offering that meets customers' evolving needs. Given the extraordinary aspiration and entrepreneurship of Nigerian customers and the demographic potential of a country with an average age of 17.9 years, Nigeria remains one of our biggest opportunities for growth. #### **Q5.** Airtel Money has seen over 17% customer base growth in 2024/25. What is driving this expansion? Airtel Money creates financial inclusion. Our markets remain significantly underbanked, and demand for financial services is accelerating. As businesses expand, and as customers upgrade to smartphones, we see this opportunity continuing to grow. Airtel Money transaction values grew by 32% this year in constant currency and its revenues reached $994m, including airtime recharges in Airtel Money. We've supported this growth from several angles, including enhancing customer experience through digital improvements that have driven increased adoption of MyAirtel app, increasing the use cases for Airtel Money as well as building the merchant and B2B ecosystems. With regards to the IPO of Airtel Money, we're making significant progress in our preparations and remain committed to this objective. However, we're also mindful of evolving market conditions. Therefore, subject to these conditions, we anticipate a listing event in the first half of calendar 2026. --- ## Q6. ### How do you support your purpose of transforming lives? I know that transforming lives guides everyone at Airtel Africa and helps teams deliver in sometimes challenging conditions, as they have this year. I also know how important it is to all our other stakeholders who're essential to the impact we can have on sustainable development. As in past years, we've published a separate sustainability report to give stakeholders a full and transparent account of our progress. This year saw the launch of the Airtel Africa Foundation which is set up to give even more structure and scale to the work we were already doing in education, digital literacy, inclusion and the environment. The Foundation will now be an important way we accelerate transforming lives – closely linked to the business, with programmes carried out by our operating teams. The Foundation leads our partnership with UNICEF – a five-year, $57m commitment to connect schools to the internet and provide free access to online educational platforms across 13 markets. The Foundation has also already launched fellowships for students studying AI and data science, and it's backing local sustainability projects, from reforestation to solar power. Every day we see the benefits of digital and financial inclusion for the people we connect. And every day, we connect more people, to more services. Transforming lives is not the by-product of our growth – it is the engine that drives it. **Sunil Taldar** Chief executive officer ![img-13.jpeg](img-13.jpeg) “ --- Every day we see the benefits of digital and financial inclusion for the people we connect. And every day, we connect more people, to more services. ” **Sunil Taldar** Chief executive officer --- # Our strategy We refreshed our strategy this year to sharpen our focus on delivering great customer experience so we can continue to unlock growth and transform lives. --- We transform lives across sub-Saharan Africa by providing essential telecoms and responsible mobile money services that empower customers and their communities as well as foster digital and financial inclusion. Our business strategy is designed to ensure we continue to address the huge opportunities in our 14 markets and deliver sustainable, profitable growth that creates value for all our stakeholders. ### Focusing investment and expertise to unlock opportunity The six pillars of our strategy focus our investment and the expertise of our talented people on the core business activities that will unlock opportunities for us and those around us. They're underpinned by a continuous drive to keep optimising costs, meeting our sustainability objectives and investing in our talent. At the heart of our strategy are our customers. Our success is driven by enriching their lives – which is why everything we do is designed to transform the customer experience. ![img-14.jpeg](img-14.jpeg) Cost optimisation Sustainability Investing in talent --- ## Strategy in action # Transforming the customer experience Great customer experience is at the heart of our strategy. Across the business, we're investing in providing a best-in-class network, digitising our services and simplifying customer journey so that our voice, data and mobile money services can continue to transform customers' lives, every day. ![img-15.jpeg](img-15.jpeg) ## Transforming conversations Our mobile voice services bring millions of people together across Africa. Our 166.1 million customers choose our transparent, affordable voice products to speak to loved ones, run their businesses and live their lives – and with 50% of people in our markets still --- unconnected, we continue to invest in ensuring millions more customers can have a great voice experience every year. ![img-16.jpeg](img-16.jpeg) ## Transforming **money transfers** Our 44.6 million Airtel Money customers seek convenient, fast and simple ways to transfer money to family and friends – whether they're across the street, in a neighbouring country or on the other side of the world. To meet this demand, we've developed MyAirtel app, providing a single, secure platform where transfers are safe and convenient. Additionally, our partnerships with international money transfer operators and hubs, enable customers to send and receive money transfers to and from more than 90 countries. ![img-17.jpeg](img-17.jpeg) --- # Transforming entertainment Reliable, high-quality connections through our SmartConnect 5G hubs are transforming customers' experience of sport, films and gaming in their homes. 5G technology offers high-quality streaming, low latency, increased availability, improved reliability, higher performance and stable connectivity. Our home broadband (HBB) products are changing the game for data use in our markets – and with SmartConnect 5G hubs, our customers never need to miss the moments that matter. # Transforming relationships We're in the business of connecting people – and meeting our customers' growing love of using fast, reliable data to stay in touch. We're delivering best-in-class service and 4G networks in our markets while ensuring our network is ready for future 5G demand. --- ![img-18.jpeg](img-18.jpeg) ![img-19.jpeg](img-19.jpeg) ## Transforming education Data services are transforming the way young people across Africa can access education – and bringing new opportunities to teachers and educators. While our partnership with UNICEF helped provide free internet access to around 1.6 million schoolchildren to-date, we know access to the internet more widely is broadening the horizons of millions more. ## Transforming business Whatever the size of the business, mobile money services help merchant customers unlock opportunities every day by allowing them move away from cash-based transactions and into the digital economy. We've developed an ecosystem of services for business customers, including merchant payments, loans and savings. ![img-20.jpeg](img-20.jpeg) --- ![img-21.jpeg](img-21.jpeg) ## Transforming payments Airtel Money's payment services reflect speed, security and convenience, enabling our customers to fully embrace the digital economy and simplify their daily transactions. This year, we welcomed 6.6 million new Airtel Money customers, with millions more opting for our services to effortlessly manage everyday expenses, such as utility bills, TV subscriptions and school fees. Our commitment to service excellence and technological innovation continues to enhance the customer experience and win new customers. --- ![img-22.jpeg](img-22.jpeg) ## Strengthen 'go-to-market' We aim to leverage salesforce automation and technology to ensure high-quality customer acquisitions. We continue to build on our unique distribution network to increase our ability to reach and serve customers in all our markets by making our services visible and accessible. --- ## Our priorities - Strengthen our distribution network and reinforce execution - Drive productivity through digitisation - Enhance the customer's experience through simplified digital customer onboarding processes, including the 'Know your customer' (KYC) process - Broaden our value propositions to drive usage and ARPU 390,000+ activating outlets (+7.7% vs 2023/24) 166.1 million total customer base (+8.7% vs 2023/24) ![img-23.jpeg](img-23.jpeg) ## Brilliant network experience We remain focused on delivering best-in-class services, enhancing our 4G network availability, expanding 5G across key markets and growing our fibre footprint. We continue to expand rural coverage through new site rollouts, investing in spectrum and new technology. ## Our priorities - Focus on rural coverage expansion through new site rollouts, expanding our reach to previously underserved communities - Ensure 100% network availability of 4G coverage and build network capacity ## Our progress - Invested approximately $480m in our network infrastructure - Added 3,300+ 4G sites and added approximately 3,300 km of fibre - Increased 4G population coverage by 3.7% to reach 74.4% --- - Invest in 5G spectrum to make our network future-ready - Focus on our network resilience and service continuity - Deploy digital network planning tools for optimal end-to-end design and network modernisation 37,117 total number of infrastructure sites 36,159 total number of 4G/5G sites 78,700+ km of connecting fibre ![img-24.jpeg](img-24.jpeg) ## Must win markets We've identified clusters of opportunities across all OpCos as 'must win markets'. We aim to win in every cluster by optimising our network and/or strengthening our distribution to ensure speed and precision in new customer acquisition. ### Our priorities - Undertake micro-marketing actions in urban areas, including smaller towns and emerging suburbs, to attract new customers and retain our existing base - Improve coverage, expand distribution and address affordability in rural areas with low penetration of telecoms and financial services ### Our progress - Urban customer base growth of 6.2% following our focus on urban areas through capacity upgrades (TB/day), customer lifecycle management and near-real-time marketing - We added over 850 sites in rural areas to expand coverage and strengthened our rural exclusive distribution infrastructure footprint. --- These efforts accelerated our rural customer base growth to 12.4% ![img-25.jpeg](img-25.jpeg) ## Digitise and simplify We're focused on enhancing digital adoption and driving operational efficiencies to simplify customer journeys. ### Our priorities - Enhance digital accessibility, particularly, for customers in regions with limited connectivity - Accelerate digital adoption and deliver best-in-class customer experience by creating simplified product journeys and seamless digital experience - Streamline operations by adopting cutting-edge technologies - Launch new digital engagement initiatives, including the creation of content inventory of gaming, video-on-demand and music ### Our progress - We simplified our product journeys, enhanced the digital interface and reduced transaction processing times, improving customer satisfaction and engagement - We successfully piloted a simplified version of our customer app in one of the OpCos to enhance accessibility. The initiative is set to expand across all markets - We launched the 'Smarta with data' campaign to help customers effectively manage their data usage and maximise value for money 7.1 million customers using MyAirtel app (+81% vs 2023/24) $4.8bn transaction value on MyAirtel app (+62% vs 2023/24) --- ![img-26.jpeg](img-26.jpeg) ## Accelerate Airtel Money We aim to accelerate the adoption of Airtel Money across all regions, leveraging the success of our mobile money business model to expand financial access and inclusion. ### Our priorities - Accelerate growth by focusing on technology, leveraging services, using data science for segmentation and delivering a differentiated experience through USSD and our Airtel Money app - Strengthen our distribution network by expanding kiosks and dedicated Airtel Money branches (AMBs), ensuring customers have reliable access to cash and float - Expanding our mobile money portfolio and advancing enterprise and digital payments, including merchant payments, loans, insurance, saving accounts and virtual cards ### Our progress - Airtel Money scaled through strategic partnerships and awareness initiatives, positioning it as a preferred digital transaction platform - 23% growth in Airtel Money agents, improving accessibility for our customers - Strong growth in merchant and digital payments - Advancing our fintech ecosystem with a platform-driven model, integrating digital lending and international remittances - Investments in technology to enhance efficiency, security and compliance 44.6 million Airtel Money customers $994m Airtel Money revenue (+29.9% in constant currency vs 2023/24) $136bn transaction value for Airtel Money (+32% in constant currency vs 2023/24) --- ![img-27.jpeg](img-27.jpeg) ## Scale home broadband (HBB) and enterprise We aim to unlock significant opportunities in HBB and enterprise by enhancing our 5G technology and fibre network. Leveraging our scale across the continent, we offer reliable and resilient capacity to the enterprise segment, aiming to meet the increased demand for digital services. ### Our priorities - Invest in network infrastructure to enable the acquisition of new customers and retention of existing customers - Scale up sales capabilities to promote fast, precise customer acquisition - Digitise and enhance customer experience across all customer service touchpoints from first purchase, including installation, service, recharge and relocation of service ### Our progress - We continued our investment in HBB network infrastructure with approximately 3,300 additional 4G/5G sites - We put dedicated sales teams in place, extending reach beyond large format exclusive stores - Digitised our customer onboarding and recharge processes with omni-channel checkout options 1.1 million home broadband (HBB) customers 57% home broadband (HBB) revenue growth --- Brilliant network experience in action ## Leveraging our fibre connections: Airtel Africa Telesonic ![img-28.jpeg](img-28.jpeg) Demand for data is accelerating rapidly across our markets, and fibre connections are critical to meeting it – for both wholesale and retail customers. Airtel Africa Telesonic, our FibreCo, leverages this infrastructure to serve mobile operators, internet service providers, carriers and other wholesale providers. Our terrestrial network currently spans 78,700+ km, including vital cross-continental routes such as Muanda in the DRC to Mombasa in Kenya. In 2024/25, we activated our fibre pair on the 2Africa submarine cable, enabling multi-terabit capacity between Djibouti, Kenya, Tanzania and South Africa. When complete, 2Africa will connect Africa to both Asia and Europe. ## Game-changing innovation to meet customers’ needs: the --- # Airtel AI spam alert service Our success is built around improving every aspect of a customer's experience – and we are committed to digital innovation that makes using our services simpler and more convenient while keeping customers safe and secure. In March 2025, we launched the Airtel AI spam alert service, the first product of its kind in Africa. Developed by Airtel Africa to harness the power of artificial intelligence to protect our customers, it tackles customers' concerns over high rates of spam messages and calls, which falsely claim to be from companies, government agencies and others, and are often the gateway to information theft and fraud. Launched initially in our largest market, Nigeria, our innovative AI-powered solution analyses SMS messages without reading the content, filtering them through a proprietary dual-layer protection: one layer at the network level and the other at the IT systems level. It can process over 1.5 billion messages in 2 milliseconds. At no cost to customers, the Airtel AI spam alert service identifies suspicious SMS messages as 'suspected spam' and sends real-time alerts to our customers who are automatically enrolled in the system with no requirement for additional application downloads. The software also alerts customers to malicious weblinks received by SMS. ![img-29.jpeg](img-29.jpeg) --- Accelerate Airtel Money ## Airtel Money: creating value through offers across the mobile money ecosystem 44.6 million Airtel Money customers $136bn in transaction value for Airtel Money Mobile money is rapidly becoming the preferred currency in sub-Saharan Africa. It's driving financial inclusion and opening pathways to prosperity for millions of people and their economies. And Airtel Money is leading the way. We've built an empowering, responsible Airtel Money ecosystem for customers to access a wide range of mobile money use cases – including through MyAirtel app. Partnerships with retail businesses and financial services providers have added even further momentum. The result is an Airtel Money business, serving 44.6 million customers, that grew transaction value by 32% in constant currency to $136bn in 2024/25. ![img-30.jpeg](img-30.jpeg) 17.3% customer base growth 91% Airtel money app transaction value growth 19 million customers using P2P payments 33 million customers buying airtime recharges 51% growth in merchant and bill payments 54% growth in local bank and international money transfer --- ![img-31.jpeg](img-31.jpeg) 2.0 ARPU (increasing 11.4% in constant currency) 32% transaction value growth --- # Our key performance indicators Our KPIs give the Board and management a clear sense of where we are and where we need to improve. --- ## Measuring the success of our strategy We monitor the success of our strategy through operational, financial and non-financial key performance indicators (KPIs). These KPIs give us a crucial insight into our business performance and the progress being made towards our strategic intent. Our selected KPIs help us to communicate the Group's strategy across all levels of the organisation and form part of our governance and performance management processes. ## Ensuring our KPIs are meaningful and responsive We review our KPIs regularly to ensure that they're aligned with our strategy and organisational goals. In 2024/25, we added 'lease-adjusted leverage' to our financial KPIs to reflect the Group's financial market debt position, improve comparability between reporting periods and reduce volatility associated with lease accounting under IFRS 16. We also adjusted two operational KPIs: 'total sites and fibre (km)' replaces 'total sites and data capacity' to better reflect our network expansion. 'Customer base and smartphone penetration' replaces 'customer base and net additions' as smartphone penetration is a key measure of our progress in driving access to data services. Furthermore, our non-financial performance KPIs linked to our sustainability strategy are scope 1 and 2 carbon emissions, energy consumption, population coverage and gender balance. - Read about our sustainability KPIs - See more on our alternative performance measures (APMs) ## Linkage with remuneration We review our remuneration-linked KPIs every year to ensure these are relevant to our business strategy. Our remuneration targets are linked to selected financial and operational KPIs. As part of our long-term incentive scheme, we also benchmark our total shareholder return performance with a peer group of companies. - See our directors' remuneration report (DRR) ## Financial KPIs ### GAAP KPIs Revenue $4,955m constant currency +21.1% reported currency (0.5%) --- $4,979m in 2023/24 Operating profit* $1,457m (11.1%) $1,640m (6.7%) in 2023/24 Profit/(loss) after tax* $328m +468.2% $(89)m (111.9%) in 2023/24 Net cash generated from operating activities* $2,266m +0.3% $2,259m in 2023/24 Basic earnings per share* 6.0 cents +235.1% (4.4) cents (124.9%) in 2023/24 ## APM KPIs Underlying EBITDA and margin* $2,304m constant currency +18.1% reported currency (5.1%) margin 46.5% $2,428m, margin 48.8% in 2023/24 Operating free cash flow* $1,634m (3.4%) --- $1,691m (7.4%) in 2023/24 Leverage 2.3x 1.4x in 2023/24 Lease-adjusted leverage 1.0x 0.7x in 2023/24 Return on capital employed 19.6% 23.0% in 2023/24 * Growth percentage and underlying EBITDA margin are in reported currency --- # Operational KPIs – mobile services ## Total sites and fibre (km) ![img-32.jpeg](img-32.jpeg) ## Performance During the reporting year, we deployed around 2,600 sites, reaching 37,100+ sites in total as of 31 March 2025. We added 3,300+ sites on 4G and now 97%+ of our total sites are enabled for 4G. 5G is operational across five markets, with around 1,500 sites deployed. We also added around 3,300 km of fibre (reaching 78,714 km of fibre as of 31 March 2025). ## Customer base and smartphone penetration ![img-33.jpeg](img-33.jpeg) ## Performance In reported currency, data revenue grew by 4.0% to $1,804m with data ARPU declining from $2.4 to $2.2 in the current period. The low growth in reported data revenues and the decline in reported currency ARPU were driven by currency devaluation. In constant currency, data revenue grew by 30.5%, led by both customer base growth of 14.1% and data ARPU growth of 15.4%. The data ARPU growth was driven by an increase in data usage per customer per month mainly due to our higher 4G customer base and expansion of our 4G network. ## Voice traffic and usage per customer ![img-34.jpeg](img-34.jpeg) ## Performance Our voice traffic grew by 13.0% to 570 billion minutes during the year, driven by customer base growth of 8.7% and an increase in voice usage per customer by 4.9% to 300 minutes per customer per month. Our continued investment in sales and distribution infrastructure as well as network coverage, along with sustained demand for voice services, contributed to the growth in voice traffic. The growth of voice usage per customer was mainly contributed by Nigeria. ## Voice revenue and voice ARPU ## Performance In reported currency, voice revenue declined by 9.8% to $1,964m with voice ARPU declining from $1.2 to $1.1 in the current --- | | Voice revenue ($m) | Growth (%) | ARPU (RC, $) | ARPU (CC, $) | | --- | --- | --- | --- | --- | | FY25 | 1,964 | 10.6 | 1.1 | 1.0 | | FY24 | 2,179 | 11.9 | 1.2 | 1.0 | | FY23 | 2,491 | 11.8 | 1.5 | 1.0 | period due to currency devaluation (primarily, the devaluation of the Nigerian naira, Malawian kwacha and Zambian kwacha). In constant currency, voice revenue grew by 10.6%, driven by both customer base growth of 8.7% and voice ARPU growth of 2.7%, respectively. The voice ARPU growth was led by an increase in voice usage per customer of 4.9%. ### Data customers, 4G data customers and penetration | | 2G and 3G customer (m) | 4G data customer (m) | Total data customers (m) | Data customer penetration (%) | | --- | --- | --- | --- | --- | | FY25 | 23.3 | 50.1 | 73.4 | 44.2% | | FY24 | 25.7 | 37.7 | 64.4 | 42.1% | | FY23 | 28.1 | 26.5 | 54.6 | 39.0% | ### Performance Our data customer base increased by 14.1% to 73.4 million as of 31 March 2025 and now comprises 44.2% of our total customer base. Data customer base growth was driven by an expansion of our data network, an increase in network data capacity and increased number of smartphones on our network. The 4G smartphone customer base reached 50.1 million, a growth of 32.9%, and contributes 68.3% of our total data customer base. Out of the total smartphones, 83.1% are 4G-enabled smartphones (compared with 75.1% in the prior period). ### Data usage, 4G data usage and data usage per customer | | 2G and 3G data usage (Mn GBs) | 4G data usage (Mn GBs) | Total data usage (Mn GBs) | Data usage per customer (GBs) | | --- | --- | --- | --- | --- | | FY25 | 502 | 5,165 | 5,667 | 7.0 | | FY24 | 552 | 3,290 | 3,842 | 5.4 | | FY23 | 492 | 2,148 | 2,641 | 4.4 | ### Performance Total data usage increased by 47.5% to 5,667 million GBs led by both customer base growth of 14.1% and an increase in data usage per customer of 30.4%. During the reporting period, 4G smartphone data usage contributed to 91.1% of total data usage. Data usage per customer increased to 7.0 GB per month (up from 5.4 GB per customer per month) while 4G smartphone data usage per customer increased to 9.9 GB per month (from 8.8 GB per month). The increase in data usage per customer was led by an increase in smartphone penetration, the increased density of our 4G network and higher adoption of data bundles (smartphone bundle penetration increased by 4.2%). --- ## Data revenue and data ARPU | | Data revenue ($m) | Growth (%) | ARPU (RC, $) | ARPU (CC, $) | | --- | --- | --- | --- | --- | | FY25 | 1,804 | 30.5% | 2.2 | 2.3 | | FY24 | 1,734 | 29.2% | 2.4 | 2.0 | | FY23 | 1,787 | 23.8% | 3.0 | 1.9 | ## Performance In reported currency, data revenue grew by 4.0% to $1,804m with data ARPU declining from $2.4 to $2.2 in the current period. The low growth in reported data revenues and the decline in reported currency ARPU were driven by currency devaluation. In constant currency, data revenue grew by 30.5%, led by both customer base growth of 14.1% and data ARPU growth of 15.4%. The data ARPU growth was driven by an increase in data usage per customer per month mainly due to our higher 4G customer base and expansion of our 4G network. ## Mobile services revenue and ARPU | | Mobile services revenue ($m) | Growth (%) | ARPU (RC, $) | ARPU (CC, $) | | --- | --- | --- | --- | --- | | FY25 | 4,193 | 19.6% | 2.2 | 2.3 | | FY24 | 4,338 | 19.4% | 2.5 | 2.1 | | FY23 | 4,721 | 16.2% | 2.9 | 1.9 | ## Performance In reported currency, mobile services revenue declined by 3.3% to $4,193m and mobile services ARPU declined from $2.5 to $2.2 due to currency devaluation (primarily, the devaluation of the Nigerian naira, Malawian kwacha and Zambian kwacha). In constant currency, mobile services revenue grew by 19.6%, with growth being recorded across all regions and services: Nigeria up by 36.4%, East Africa by 18.8% and Francophone Africa by 7.9%, respectively. Mobile services revenue growth was driven by both voice and data services: voice revenue grew by 10.6% and data revenue grew by 30.5%, respectively. Mobile services ARPU was $2.2 per customer per month, up by 11.0% in constant currency. --- # Operational KPIs – mobile money ## Mobile money customer base and penetration ![img-35.jpeg](img-35.jpeg) ### Performance Our mobile money customer base grew by 17.3% to 44.6 million as of 31 March 2025, representing 26.8% of our total customer base. This growth was largely driven by expansion of our distribution infrastructure and merchant ecosystem. Our enhanced distribution channel ensures availability of mobile money float across our footprint. In Nigeria, the company remained focused on customer acquisition throughout the year, with 1.7 million active customers registered for mobile money services in Nigeria as of 31 March 2025. ## Mobile money transaction value and transaction value per customer ![img-36.jpeg](img-36.jpeg) ### Performance Our mobile money transaction value grew by 32.0% to over $136bn in reported currency. The transaction value per customer reached $273 per month, an increase of 13.3% in constant currency. While the overall cash in and cash out transaction value increased from $42bn last year to $49bn in 2024/25, its contribution to overall transaction value reduced from 37.4% to 35.8% given the uptake of more advanced services across the ecosystem. ## Mobile money agents ![img-37.jpeg](img-37.jpeg) ### Performance The number of active agents in our network increased by 322,000, reaching a total of 1.7 million, driven by an improved digitized agent onboarding process. By enhancing our distribution, we ensure that our services are accessible to a wider audience, thereby, strengthening our market presence and customer reach. --- ## Mobile money revenue and ARPU | | Mobile money revenue ($m) | Growth (%) | ARPU (RC, $) | ARPU (CC, $) | | --- | --- | --- | --- | --- | | FY25 | 894 | 26.9% | 2.0 | 2.0 | | FY24 | 837 | 32.8% | 2.0 | 1.8 | | FY23 | 692 | 29.6% | 2.0 | 1.7 | ## Performance Mobile money revenue reached $994m, an increase of 29.9% in constant currency (18.7% in reported currency) driven by 31.9% growth in East Africa and 22.2% in Francophone Africa, respectively. The transaction value per customer grew by 13.3%, resulting in mobile money ARPU growth of 11.4%. Mobile money revenue now accounts for 20.1% of total Group revenue (up from 16.8% last year)$^{1}$. $^{1}$ Mobile money contribution is based upon mobile money revenue including cross-charge revenue from mobile services which gets eliminated upon consolidation. --- ## Operational KPIs (consolidated) – mobile services and mobile money ### Total Group revenue and ARPU | | Group revenue ($m) | Growth (%) | ARPU (RC, $) | ARPU (CC, $) | | --- | --- | --- | --- | --- | | FY25 | 4,955 | 21.1 | 2.7 | 2.6 | | FY24 | 4,979 | 20.9 | 2.8 | 2.4 | | FY23 | 5,255 | 17.6 | 3.3 | 2.2 | ### Performance In reported currency, total revenue declined by 0.5% to $4,955m and ARPU declined from $2.8 to $2.6 due to currency devaluation (primarily, devaluation of the Nigerian naira, Malawian kwacha and Zambian kwacha). In constant currency, total revenues increased by 21.1%, driven by both customer base growth of 8.7% and ARPU growth of 12.4%. There was growth across all reporting segments: mobile services revenue in Nigeria grew by 36.4%, in East Africa by 18.8% and in Francophone Africa by 7.9%, respectively. Mobile money revenue grew by 29.9%, driven by 31.9% growth in East Africa and 22.2% in Francophone Africa. Growth percentages in KPIs are in constant currency unless specified. ARPU (CC) is in 2024/25 constant currency for all reported periods ![img-38.jpeg](img-38.jpeg) --- ## Markets and performance We report mobile services performance across all our markets and within our three operating regions. We also report mobile money performance as a separate segment. Regional performance (mobile services and mobile money combined) ### Nigeria – regional performance #### Revenue $1,048m constant currency +36.7% reported currency (30.3%) #### Underlying EBITDA $521m constant currency +27.2% reported currency (35.3%) #### Underlying EBITDA margin 49.7% constant currency (369) bps reported currency (385) bps #### ARPU $1.7 constant currency +33.0% reported currency (32.2%) --- ## East Africa – regional performance Revenue $2,432m constant currency +21.8% reported currency +14.4% Underlying EBITDA $1,284m constant currency +21.8% reported currency +13.3% Underlying EBITDA margin 52.8% constant currency (1) bps reported currency (54) bps ARPU $2.7 constant currency +10.2% reported currency +3.6% ## Francophone Africa – regional performance Revenue $1,469m constant currency +9.5% reported currency +8.8% Underlying EBITDA $637m constant currency +3.3% reported currency +2.6% Underlying EBITDA margin 43.3% constant currency (263) bps reported currency (263) bps ARPU $3.6 constant currency (0.3%) reported currency (0.9%) ## Consolidated Group performance Revenue $4,955m constant currency +21.1% reported currency (0.5%) Underlying EBITDA $2,304m constant currency +18.1% reported currency (5.1%) Underlying EBITDA margin 46.5% constant currency (120) bps reported currency (228) bps ARPU $2.6 constant currency +12.4% reported currency (7.6%) --- Mobile services # Putting customer experience at the heart of everything we do Revenue $4,193m constant currency 19.6% reported currency (3.3%) Operating profit $1,001m constant currency +8.9% reported currency (17.9%) Underlying EBITDA $1,910m constant currency 14.6% reported currency (9.7%) ARPU $2.2 constant currency 11.0% reported currency (10.3%) ![img-39.jpeg](img-39.jpeg) Rohit Marwha Chief marketing and sales officer “ There is huge potential for further growth in our underpenetrated markets, especially in data. But we know the market is evolving as well as growing – and our future success depends on enhancing the customer experience all the time. ” --- ### Data revenue ($m) ![img-40.jpeg](img-40.jpeg) Growth percentage in constant currency ### Data revenue ($m) ![img-41.jpeg](img-41.jpeg) Growth percentage in constant currency ## Summarised statement of operations | Description | Unit of measure | Year ended | | Reported currency change | Constant currency change | | --- | --- | --- | --- | --- | --- | | | | Mar-25 | Mar-24 | | | | **Revenue^{1}** | $m | **4,193** | 4,338 | (3.3%) | 19.6% | | Voice revenue | $m | **1,964** | 2,179 | (9.8%) | 10.6% | | Data revenue | $m | **1,804** | 1,734 | 4.0% | 30.5% | | Other revenue | $m | **425** | 425 | 0.0% | 21.8% | | **Underlying EBITDA** | $m | **1,910** | 2,115 | (9.7%) | 14.6% | | Underlying EBITDA margin | % | **45.6%** | 48.8% | (320) bps | (199) bps | | Depreciation and amortisation | $m | **(797)** | (760) | 4.7% | 28.7% | | Operating profit | $m | **1,001** | 1,219 | (17.9%) | 8.9% | | Capex | $m | **619** | 693 | (10.8%) | (10.8%) | | Operating free cash flow | $m | **1,291** | 1,422 | (9.1%) | 31.4% | | **Operating KPIs** | | | | | | | Total customer base | million | **166.1** | 152.7 | 8.7% | | | Data customer base | million | **73.4** | 64.4 | 14.1% | | | Mobile services ARPU | $ | **2.2** | 2.5 | (10.3%) | 11.0% | --- 1 Mobile service revenue after inter-segment eliminations was $4,185m in the year ended 31 March 2025 and $4,330m in the prior period. --- # Overview After several years of rapid growth, more customers than ever are using our voice and data services – but there are still huge opportunities ahead. Our markets remain underpenetrated with 44% unique user penetration in sub-Saharan Africa, while a young and growing population continues to show strong demand for data, in particular. The GSMA's latest report states that across sub-Saharan Africa, unique mobile subscribers and mobile internet users are forecast to grow at CAGR of 4.5% and 6.2%, respectively, to 2030. Smartphone penetration, which is a key enabler of data growth, is at 51% in sub-Saharan Africa. Our own performance confirms these trends – we grew our customer base by 8.7% to 166.1 million in 2024/25, with data usage in particular surging by 47%. But we know that the market is evolving as it grows, with customers even more focused on quality, affordability and user experience. There are also challenges facing the connectivity gap – including the affordability of smartphones, cybersecurity and digital skills. So listening to customer feedback, personalising customer engagement and improving our digital platforms have all been priorities this year, alongside affordability programmes with smartphone manufacturers and security enhancements. We're also expanding our physical and digital distribution networks so that more customers can access our services. In 2024/25, we expanded our activating outlets by 8% to over 390,000 outlets. We also continued to invest in our network this year – with 4G now reaching 74.4% of the population, an increase of 3.7% year on year. Growth in underserved rural areas continued to be a priority, with over 850 new infrastructure sites in rural areas. And we now have 5G sites and/or spectrum in the DRC, Gabon, Kenya, Malawi, Nigeria, Uganda, Seychelles, Tanzania and Zambia, ready for the next level of data growth. Technological advances such as VoLTE (voice over long-term evolution), available in five markets and preparing in two more, are transforming customer experiences through superior voice quality and reduced connection times. Home broadband products, supported by our innovative routers and unlimited data offers, are opening new opportunities for entertainment and education. And we are supporting customers adjusting to the data usage of smartphones through our new Smarta data campaign, which helps customers get the most from their data bundles. # Our performance Overall revenue from mobile services declined by 3.3% in reported currency with growth of 19.6% in constant currency. In Q4'25, constant currency revenue growth accelerated to 21.9% from 19.6% in the prior quarter. The constant currency growth was evident across all regions and services. Voice revenue grew by 10.6% in constant currency, supported primarily by the continued growth in the customer base as we continue to invest in our network and enhance our distribution infrastructure. The voice ARPU growth of 2.7% was supported by an increase in voice usage per customer of 4.9%, reaching 300 minutes per customer per month, with total minutes on the network increasing by 13%. Data revenue grew by 30.5% in constant currency, driven by both customer base growth of 14.1% and data ARPU growth of 15.4%, respectively. The customer base growth was recorded across all the regions supported by the expansion of our 4G network. 97.4% of our total sites are now on 4G, --- compared with 95% in the prior reporting period. 5G is operational across five markets, with 1,466 sites deployed. Data usage per customer increased to 7 GB per customer per month (from 5.4 GB in the prior period), with smartphone penetration increasing 4.3% to reach 44.8%. Smartphone data usage per customer reached 8.8 GB per month compared to 7.2 GB per month in the prior period. Data revenue contributed to 43% of total mobile services revenue, up from 40% in the prior period. Underlying EBITDA was $1,910m, down by 9.7% in reported currency and up by 14.6% in constant currency. The underlying EBITDA margin declined by 320 basis points year-on-year to 45.6%, a decline of 199 basis points in constant currency, largely due to increases in fuel prices across key markets. In Q4'25, underlying EBITDA margins of 46.3% improved from 45.7% in previous quarter (Q3'25). Operating free cash flow was $1,291m, up by 31.4% in constant currency, due to the increased constant currency underlying EBITDA and lower capex. --- Transforming lives in action ## ‘Smarta with data’: a musical message helping customers manage every megabyte The revolution in network availability across our markets has enabled a rapid expansion of data use and created huge opportunities for digital and financial inclusion. But as smartphones become more popular and customers progress to 3G, 4G and 5G, the resulting jump in connection speeds means data bundles can get used faster – so cost-conscious customers need to find new ways to manage and control their usage so they can stay connected. ‘Smarta with data’ is our bold campaign to help customers manage this ‘data depletion’ challenge and get the most from their data bundles. Three of Africa’s most celebrated musicians joined us to help reach the widest audiences possible. Diamond Platinumz, Fally Ipupa and Simi created what was to become a hit song packed with tips and hacks on managing data. And our customers responded by creating their own ‘Smarta’ content on social media, describing how they maximise their data and get every MB from every bundle. The campaign was launched in seven of our biggest markets – the DRC, Kenya, Malawi, Nigeria, Tanzania, Uganda and Zambia – and with 16 million song views, 380 million impressions and over 5.7 million engagement scores, it has certainly made an impression. And it supports our commitment to ensuring the essential services we provide remain good value and affordable – supporting the 14.1% growth in our data customer base in 2024/25. ![img-42.jpeg](img-42.jpeg) --- # Nigeria – mobile services --- # Meeting customer demand for data while staying focused on cost Revenue $1,045m constant currency +36.4% reported currency (30.4%) Operating profit $304m constant currency 22.8% reported currency (40.2%) Underlying EBITDA $522m constant currency +26.7% reported currency (35.6%) ARPU $1.7 constant currency 32.7% reported currency (32.3%) Other market participants MTN Globacom 9 Mobile ![img-43.jpeg](img-43.jpeg) Dinesh Balsingh Managing director and CEO, Airtel Nigeria “ Now more than ever, our focus on customer satisfaction is proving critical to business growth in Nigeria. As the economy hits a steady pace and consumer behaviour adjusts, being ahead of our customers’ needs continues to yield remarkable results. ” --- --- ## Revenue ($m) ![img-44.jpeg](img-44.jpeg) ## Underlying EBITDA ($m) ![img-45.jpeg](img-45.jpeg) \* Underlying EBITDA margin (%) ## Revenue split ![img-46.jpeg](img-46.jpeg) ## Summarised statement of operations | Description | Unit of measure | Year ended | | Reported currency change | Constant currency change | | --- | --- | --- | --- | --- | --- | | | | Mar-25 | Mar-24 | | | | **Revenue** | $m | **1,045** | 1,503 | (30.4%) | 36.4% | | Voice revenue^{1} | $m | **448** | 711 | (36.9%) | 24.3% | | Data revenue | $m | **483** | 654 | (26.2%) | 44.5% | | Other revenue^{2} | $m | **114** | 138 | (17.4%) | 59.7% | | **Underlying EBITDA** | $m | **522** | 811 | (35.6%) | 26.7% | | Underlying EBITDA margin | % | **50.0%** | 54.0% | (402) bps | (384) bps | | Depreciation and amortisation | $m | **(217)** | (264) | (17.8%) | 59.2% | | Operating profit | $m | **304** | 509 | (40.2%) | 22.8% | | Capex | $m | **168** | 252 | (33.6%) | (33.6%) | | Operating free cash flow | $m | **354** | 559 | (36.6%) | 92.2% | | **Operating KPIs** | | | | | | | Total customer base | million | **53.3** | 50.9 | 4.7% | | | Data customer base | million | **29.1** | 27.4 | 6.3% | | | Mobile services ARPU | $ | **1.7** | 2.5 | (32.3%) | 32.7% | --- 1 Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2024. Excluding inter-segment revenue, voice revenue was $710m in the prior period. 2 Other revenue includes inter-segment revenue of $2m in the year ended 31 March 2025 and in the prior period. Excluding inter-segment revenue, other revenue was $112m in the year ended 31 March 2025 and $136m in the prior period. --- # Overview Nigeria is Africa's largest economy – and presents one of our biggest opportunities to transform lives and grow our business. With a young, digitally native population (the median age is 17.9, according to the World Bank), there is huge unmet demand for data. Our smartphone penetration is increasing – but at around 50%, still has far to go. And across the telecoms sector, internet usage surged past the one million terabyte mark for the first time in January 2025. The launch of our home broadband (HBB) unlimited data offering is one example of us finding new ways to enhance customer experience but there are many others. The Airtel eShop helps customers manage their HBB devices, airtime and bundles while giving them access to our e-commerce offerings. One of the most impactful partnerships this financial year was Airtel Nigeria's collaboration with Meta (Facebook) through the ongoing Facebook Monetisation Program, notably the launch of Zero-Rating With Pictures (ZORP) in August 2023. And the launch of our self-NIN portal in May 2024 is helping customers meet NIN (national identification number) requirements that previously saw many customers temporarily barred. Our customers and our business have been through turbulence following recent devaluation and inflation. While the Nigerian naira has stabilised and the operating conditions for the telecoms sector have improved following government approval for tariff adjustments in Q4'25, we remain committed to cost optimisation to mitigate against rising input costs. This year that has included our ongoing work to service more customers digitally and greater use of solar power and energy efficiencies that reduce our network costs. At the same time, we've stayed focused on the people and communities around us. We continued to support our partnership with UNICEF and access to digital education, while in September 2024, we responded swiftly to severe flooding in Borno province with support from the business and volunteer employees to affected communities alongside rapid restoration of our network. > Read more about our landmark partnership with UNICEF in the Airtel Africa Foundation # Our performance Revenue grew by 36.4% in constant currency, largely driven by continued strength in the demand for data services. In reported currency, revenues declined by 30.4% to $1,045m on account of the significant devaluation of the Nigerian naira. The constant currency revenue growth was driven by ARPU growth of 32.7%, while our customer base grew by 4.7% despite the KYC directives issued by the regulator resulting in the disconnection of some subscribers. In January 2025, the NCC granted approvals for tariff adjustments of up to 50%. The tariff changes were implemented in Q4'25. In Q4'25, constant currency revenue growth accelerated to 39.8% from 34.1% in Q3'25, partially contributed by these tariff adjustments. Reported currency revenues grew by 15.5% year on year in Q4'25. Voice revenue grew by 24.3% in constant currency, driven by voice ARPU growth of 20.9%. Data revenue grew by 44.5% in constant currency as a result of both data customer and data ARPU growth of 6.3% and 32.1%, respectively. Data usage per customer increased by 33.4% to 8.4 GB per month (from 6.3 GB in the prior period), with smartphone penetration increasing 4.7% to reach 49.6%. --- Smartphone data usage per customer reached 11.1 GB per month compared to 9.0 GB per month in the prior period. Underlying EBITDA of $522m declined by 35.6% in reported currency but increased by 26.7% in constant currency. The underlying EBITDA margin declined by 402 basis points to 50%, although the prior year had a one-time opex benefit of $7m in Q3'24. Adjusting for this one-time benefit in the prior year, underlying EBITDA margins declined by 355 basis points, reflecting continued inflationary pressures across the business, particularly, from an approximate 45% increase in diesel prices. Q4'25 underlying EBITDA margins increased from 48.8% in Q3'25 to 52.8% in Q4'25 reflecting the strong revenue growth in the quarter, partially contributed by the tariff adjustments. Operating free cash flow was $354m, up by 92.2% in constant currency, due to underlying EBITDA growth and lower capex in current period. In reported currency, operating free cash flow declined by 36.6% due to lower reported currency underlying EBITDA following the significant Nigerian naira devaluation. ## Legal and regulatory framework We operate in an evolving legal and regulatory landscape. Changes in Nigeria this year include: ### Know your customer (KYC) In March 2024, the Nigerian Communications Commission (NCC) required full barring of fraudulently acquired National Identity Numbers (NINs) used for SIM registration across all mobile network operators (MNOs), with a final compliance date of 31 July 2024. In November 2024, the NCC limited individuals to four SIMs per NIN. The NCC also mandated that only one SIM could be registered via a third-party agent with further registrations needed at operator premises. This took effect on 31 March 2025. Airtel Nigeria has fully complied with the directives issued. Since, Airtel has proceeded to implement these directives and with a view of mitigating against fraudulent SIM registration, proposed the implementation of Strategic Partner Stores in thirty-six (36) states. On 10 April 2025, the NCC approved 3,117 devices for immediate deployment in thirty-two States (32) and FCT. Approval for the remaining four (4) states, pends a thorough NCC investigation into the root cause of irregular/fraudulent SIM registration activities. Airtel being in the process of finalizing the assignment of the approved devices to the Strategic Outlets at the State level, has requested an extension of the compliance deadline. ### Licences On 1 July 2024, Airtel Telesonic obtained the sales and installation of a terminal licence and a internet service provider licence for a duration of five years each. Additionally, Airtel obtained the national long distance licence for a duration of 20 years. In December 2024, Airtel Telesonic was issued with an international data access services licence dated 1 November 2024, for durations of ten years. ### Tariff adjustments In January 2025, the NCC granted approval for tariff adjustments requested by the industry in response to prevailing market conditions. The adjustment, capped at a maximum of 50% of current tariffs, supports the ability of operators to continue investing in infrastructure and innovation, ultimately benefiting consumers through improved services and connectivity. The NCC reaffirmed its dedication to fostering a resilient, innovative and inclusive telecoms sector. The NCC's actions were also designed --- to ensure the long-term sustainability of the industry, support local vendors and suppliers and promote the overall growth of Nigeria's digital economy. --- Transforming lives in action ## Strengthening network resilience to enhance customers' experience We aim to deliver a brilliant network experience – which includes ensuring a resilient, reliable service with minimal interruptions. While we can't always control the external factors that affect our network, such as weather or damage to our fibre or tower infrastructure, we can make sure we adapt our systems for maximum resilience. In Nigeria, in 2024/25, we introduced innovative network design technology to reduce downtime following fibre damage. This 'SRv6 automation' technology intelligently re-routes traffic to reduce network recovery time from 30 minutes to 30 seconds on average, while also easing congestion in other parts of the network, enhancing customer experience. Across Nigeria, as a result of this and other measures, our network availability was 98.8% in 2024/25. Alongside our $137m of network investment, a reliable service has helped drive smartphone adoption to 49.6% and increased data usage by 46% in 2024/25. ![img-47.jpeg](img-47.jpeg) --- # East Africa – mobile services --- # Helping our customers shape their digital futures Revenue $1,843m constant currency 18.8% reported currency 13.6% Operating profit $472m constant currency 12.2% reported currency 4.4% Underlying EBITDA $877m constant currency 17.1% reported currency 11.4% ARPU $2.1 constant currency 7.5% reported currency 2.8% Other market participants Kenya – Safaricom and Telkom Malawi – TNM Rwanda – MTN Tanzania – Vodacom, Axian (Tigo), Halotel and TTCL Uganda – MTN, UTL and Lyca Zambia – MTN, Zamtel and Zed-Mobile ![img-48.jpeg](img-48.jpeg) Apoorva Mehrotra Regional director, East Africa “ We're privileged to be a part of shaping East Africa's digital future. Our ever-expanding network and distribution, enabled by our entrepreneurial DNA, is bringing us closer to the huge demand in our markets – and we continue to grow by valuing and serving our customers. ” --- ## Revenue ($m) ![img-49.jpeg](img-49.jpeg) Growth percentage in constant currency ## Underlying EBITDA ($m) ![img-50.jpeg](img-50.jpeg) \* Underlying EBITDA margin (%) ## Revenue split ![img-51.jpeg](img-51.jpeg) ## Summarised statement of operations$^{1}$ | Description | Unit of measure | Year ended | | Reported currency change | Constant currency change | | --- | --- | --- | --- | --- | --- | | | | Mar-25 | Mar-24 | | | | **Revenue** | $m | **1,843** | 1,622 | 13.6% | 18.8% | | Voice revenue^{2} | $m | **906** | 851 | 6.3% | 11.9% | | Data revenue | $m | **755** | 621 | 21.6% | 26.2% | | Other revenue^{3} | $m | **182** | 150 | 21.8% | 27.1% | | **Underlying EBITDA** | $m | **877** | 788 | 11.4% | 17.1% | | Underlying EBITDA margin | % | **47.6%** | 48.6% | (96) bps | (69) bps | | Depreciation and amortisation | $m | **(349)** | (287) | 21.3% | 24.1% | | Operating profit | $m | **472** | 452 | 4.4% | 12.2% | | Capex | $m | **292** | 284 | 2.7% | 2.7% | | Operating free cash flow | $m | **585** | 504 | 16.3% | 26.0% | | **Operating KPIs** | | | | | | | Total customer base | million | **77.6** | 69.4 | 11.7% | | | Data customer base | million | **31.5** | 26.6 | 18.4% | | | Mobile services ARPU | $ | **2.1** | 2.0 | 2.8% | 7.5% | --- 1 The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia. 2 Voice revenue includes inter-segment revenue of $2m in the year ended 31 March 2025 and $1m in the prior period. Excluding inter-segment revenue, voice revenue was $904m in the year ended 31 March 2025 and $850m in the prior period. 3 Other revenue includes inter-segment revenue of $13m in the year ended 31 March 2025 and $12m in the prior period. Excluding inter-segment revenue, other revenue was $169m in the year ended 31 March 2025 and $138m in the prior period. --- # Overview Our six markets in East Africa are at the heart of one of the most dynamic parts of the continent, with a regional GDP growth rate of 4.7% in 2024 and an expected rate of 5.7% in 2025/26, according to the World Bank. What is more, the population is relatively young, with a median age of 18 – meaning that tens of millions of young people are joining the digital economy every year. Smartphone penetration increased by 3.9% in our markets last year – but was still only at 42.3% as of March 2025. So there is a clear growth runway for services and products that help unlock digital opportunity. We aim to win new customers – and retain the loyalty of existing ones – by expanding reliable connectivity and improving user experience. This year that has included rolling out 1,722 new 4G sites and adding 432 5G sites while significantly expanding our data capacity. And across our markets we have made it easier for customers to use our services – for example, through digital self-recharges which now account for almost half of all recharges, a transaction that, until recently, was entirely paper-based. MyAirtel app users has increased 74% year on year. Like our customers and other mobile network operators, we have adapted in the face of some challenges this year. A severe drought in Zambia, where hydropower makes a significant contribution to the energy network, caused extensive load-shedding and served as a reminder of the importance of our net zero ambitions and our climate resilience planning. Our Zambia business quickly returned to growth. There were also periods of devaluation in Malawi, Rwanda and Zambia. Nonetheless, the region saw strong constant currency growth while we continue to transform lives – for example through the ConnectRwanda 2.0, programme which has so far helped more than a million Rwandan customers own their first smartphone – see more details in *Our sustainability strategy*. # Our performance East Africa revenue grew by 13.6% in reported currency to $1,843m and by 18.8% in constant currency. The constant currency growth was made up of voice revenue growth of 11.9%, data revenue growth of 26.2% and other revenue growth of 27.1%, respectively. Voice revenues were supported by customer base growth of 11.7% and voice ARPU growth of 1.3%. The customer base growth was largely driven by expansion of both increased network coverage and the increasing scale of the distribution network. Data customer base growth of 18.4% and data ARPU growth of 9% drove the strong performance in data revenues. Our continued investment in the network and expansion of 4G network infrastructure resulted in 99.5% of our East Africa network sites enabled for 4G, compared to 96.4% in the prior period. Furthermore, 1,231 sites are 5G enabled across four key markets. Data usage per customer increased to 6.2 GB per customer per month, up by 30.2%, with smartphone penetration increasing 3.9% to reach 42.3%. Smartphone data usage per customer reached 7.8 GB per month compared to 6.3 GB per month in the prior period. Underlying EBITDA increased to $877m, up by 11.4% in reported currency and up by 17.1% in constant currency. Underlying EBITDA margins of 47.6% declined by 96 basis points as a result of rising fuel prices in key markets. Operating free cash flow was $585m, up by 26.0% in constant currency, due largely to underlying EBITDA growth. --- The differential in growth rates (between constant currency and reported currency) is primarily driven by the devaluation in the Zambian kwacha and the Malawian kwacha, partially offset by the Kenyan shilling appreciation. ## Legal and regulatory framework We operate in an evolving legal and regulatory landscape. Relevant changes in our region this year include: ### Know your customer (KYC) #### Rwanda In August 2024, the regulator, RURA, issued an enforcement notice that required all operators to stop all street and kiosk-based SIM card registration and swaps, and revoke the KYC credentials of all SIM registration agents within 24 hours. Airtel Rwanda implemented this directive and addressed the gaps in its SIM card selling outlets to ensure strict adherence to the KYC requirements. Airtel Rwanda co-operated with RURA and, in December 2024, Airtel Rwanda was granted written authorisation to restore KYC credentials to authorised kiosks, enabling agents to provide SIM registration and swap services in rural and underserved areas. #### Zambia Following an amendment to the Income Tax Act, on 20 December 2024, the Zambia Tax Authority required that MNOs, with effect from 1 January 2025, collect customer tax PINs as part of the onboarding KYC process for both telecoms and mobile financial service customers. Compliance with the legal requirement was to take effect on 1 January 2025. ### Mobile termination regulation (MTR) #### Rwanda In August 2024, the Government of Rwanda signalled an end to the current zero MTR rate. The consultant hired by the regulator has proposed the introduction of a symmetric MTR rate of Rwandan franc 0.83 per minute for voice and Rwandan franc 0.1 for SMS, respectively. #### Uganda In August 2024, the Uganda Communications Commission (UCC) reduced the MTR rate from Ugandan shillings 45 per minute to Ugandan shillings 26 per minute with effect from 1 September 2024, pending the conclusion of an MTR cost study, which has not yet been finalised. #### Zambia Effective 1 January 2025, the Zambia Information and Communications Technology Authority (ZICTA) imposed an interim asymmetrical MTR rate in favour of Zed Mobile, a new entrant in the telecoms market. The MTR payable to the three existing operators remains at Zambian kwacha 0.09 per minute, while the MTR rate payable to Zed Mobile has been set at Zambian kwacha 0.13 per minute pending the conclusion of a cost study. ### Licences and spectrum On 6 September 2024, Airtel Kenya received confirmation from the regulator of the extension of existing network facility provider, application service provider, content service provider and international gateway station and service licences as well as its spectrum in 900 MHz, 1800 MHz and 2100 MHz that were due for renewal in January 2025 for a period of 24 months effective from January 2025. --- Transforming lives in action ## Accelerating home broadband (HBB) in Tanzania Home broadband can open up new possibilities for data customers who want to step up their access to the digital economy, entertainment and education – but it is still a relatively small segment in our East Africa markets, where affordability and electricity shortages have held customers back in the past. That is beginning to change. Our smart hub HBB offers have helped tackle these issues for customers in the five largest cities in Tanzania this year, giving access to unlimited data and, crucially, providing up to eight hours of back up battery power to ensure a constant service when the local grid is disrupted. Our customers are now getting fast speeds, unlocking a new level of performance which is helping them enjoy the benefits of 5G without the need to invest in a new 5G smartphone. The take-up among customers has been rapid, with our 5G router base in the country growing more than six times in 2024/25 year on year meaning that families, students and entrepreneurs can benefit from sharing a secure, accessible and affordable smart hub HBB which also accelerates mobile money transactions. We have HBB offers in all six of our East Africa markets, with customer base growth of 44% across the region. Alongside the growing phenomenon of smartphone ownership, they’ve helped drive an increase of 51% in data usage across our East Africa segment. ![img-52.jpeg](img-52.jpeg) --- Francophone Africa – mobile services # Focusing on connections for customers, communities and our business Revenue $1,300m constant currency 7.9% reported currency 7.2% Operating profit $219m constant currency (13.3%) reported currency (14%) Underlying EBITDA $505m constant currency (0.8%) reported currency (1.5%) ARPU $3.2 constant currency (1.8%) reported currency (2.4%) Other market participants Chad: Maroc, Sotel The DRC: Vodacom, Orange and Africell Gabon: Moov (Maroc Telecom) ![img-53.jpeg](img-53.jpeg) Anwar Soussa Regional director, Francophone Africa “ Despite economic, social and political headwinds across most of our Francophone markets, our commitment to expanding digital inclusion has strengthened local economies and transformed millions of lives. With an increased focus on serving rural communities, connectivity and digital inclusion should only accelerate further in the coming years. ” --- Madagascar: Orange and Telma Niger: Zamani, Moov (Maroc Telecom), Niger Telecom Republic of the Congo: MTN, Congo Telecom The Seychelles: Cable & Wireless and Intelvision --- ## Revenue ($m) ![img-54.jpeg](img-54.jpeg) Growth percentage in constant currency ## Underlying EBITDA ($m) ![img-55.jpeg](img-55.jpeg) \* Underlying EBITDA margin (%) ## Revenue split ![img-56.jpeg](img-56.jpeg) ## Summarised statement of operations$^{1}$ | Description | Unit of measure | Year ended | | Reported currency change | Constant currency change | | --- | --- | --- | --- | --- | --- | | | | Mar-25 | Mar-24 | | | | **Revenue** | $m | **1,300** | 1,213 | 7.2% | 7.9% | | Voice revenue^{2} | $m | **614** | 622 | (1.3%) | (0.6%) | | Data revenue | $m | **566** | 459 | 23.4% | 24.1% | | Other revenue^{3} | $m | **120** | 132 | (8.9%) | (8.4%) | | **Underlying EBITDA** | $m | **505** | 512 | (1.5%) | (0.8%) | | Underlying EBITDA margin | % | **38.8%** | 42.2% | (342) bps | (341) bps | | Depreciation and amortisation | $m | **(231)** | (209) | 10.4% | 11.2% | | Operating profit | $m | **219** | 255 | (14.0%) | (13.3%) | | Capex | $m | **159** | 157 | 1.6% | 1.6% | | Operating free cash flow | $m | **346** | 355 | (2.8%) | (1.9%) | | **Operating KPIs** | | | | | | | Total customer base | million | **35.2** | 32.3 | 8.8% | | | Data customer base | million | **12.8** | 10.4 | 23.5% | | | Mobile services ARPU | $ | **3.2** | 3.3 | (2.4%) | (1.8%) | --- 1 The Francophone Africa business region includes Chad, the Democratic Republic of the Congo, Gabon, Madagascar, Niger, Republic of the Congo and the Seychelles. 2 Voice revenue includes inter-segment revenue of $2m in the year ended 31 March 2025 and $3m in the prior period. Excluding inter-segment revenue, voice revenue was $612m in the year ended 31 March 2025 and $619m in the prior period. 3 Other revenue includes inter-segment revenue of $3m in the year ended 31 March 2025 and in the prior period. Excluding inter-segment revenue, other revenue was $117m in the year ended 31 March 2025 and $129m in the prior period. --- # Overview There is a young, data-hungry population of around 200 million people in the seven countries in our Francophone Africa segment, and for the vast majority, mobile services are the first – and often only – way they can access connections to each other and the digital economy. Our smartphone penetration continues to grow, but at 43% is still low by global and African benchmarks, offering a clear opportunity for further expansion – provided we continue to ensure that customer experience remains our focus. In 2024/25, we grew our customer base and revenues despite the continuing headwinds in several markets, including significant inflation in the DRC, fuel shortages and political disruption. We've met these challenges by reinforcing the resilience of our networks, leaning further into digital solutions in areas such as recharges and apps for our sales teams, and launching new products. We expanded our 4G network, in particular, with 641 new sites across the region reflecting the continued, and still unmet, demand for data. Our fibre network also grew by 244 km and we launched fibre-to-the-home (FTTH) services in our Seychelles market. Meanwhile, enterprise solutions for businesses in the oil and mining sectors who need fast, secure broadband and IT services are building momentum. All this has been supported by continued growth in our distribution infrastructure, with SIM and recharge outlets both expanding significantly. Our focus on customers is bringing results. In 2024/25 we've welcomed 2.4 million new data customers and grown our overall customer base by 8.8%, bringing essential services and digital inclusion to more people and communities than ever. # Our performance Revenue grew by 7.2% in reported currency and by 7.9% in constant currency. In Q4'25, constant currency revenue growth accelerated to 12.5% from 8.5% in the prior quarter following a recovery in market trends and the benefits of sustained network investment as well as intensive focus on 'go-to-market' initiatives. Voice revenue declined by 0.6% in constant currency as customer base growth of 8.8% was more than offset by a decline in voice ARPU reflecting interconnect rate reductions and increased competitive intensity during the period. Data revenue grew by 24.1% in constant currency, supported by customer base growth of 23.5%. Our continued 4G network rollout resulted in an increase in total data usage of 44.2% and per customer data usage growth of 24.3%. Data usage per customer increased to 5.4 GB per month (up from 4.4 GB in the prior period), with smartphone penetration increasing 4.7% to reach 43.1%. Smartphone data usage per customer reached 6.5 GB per month compared to 5.4 GB per month in the prior period. Underlying EBITDA at $505m declined by 1.5% and 0.8% in reported and constant currency, respectively. The underlying EBITDA margin declined to 38.8%, a decline of 342 basis points, reflecting an increase in fixed frequency fees in one market, rising energy costs combined with revenue growth pressure in some markets. The strong revenue performance in Q4'25 supported an increase in underlying EBITDA margins to 39.8% from 39.2% in Q4'24. --- Operating free cash flow of $346m declined by 1.9% in constant currency due to the decline in underlying EBITDA and marginally higher capex. ## Legal and regulatory framework We operate in an evolving legal and regulatory landscape. Relevant changes in our region this year include: ### Mobile termination regulation (MTR) #### Republic of the Congo In October 2023, l’Agence de régulation des postes et des communications électroniques du Congo Brazzaville (l’ARPCE) extended the asymmetric MTR rate of 7 CFA (Congolese franc) to terminate on Airtel Congo S.A.’s network and 5 CFA to terminate on MTN’s network for a period of 12 months to October 2024. In the meantime, the regulator has commissioned a cost study. ### Licences #### Chad With effect from 9 April 2024, Airtel Chad was issued with a renewal of its 2G, 3G, 4G licences as well as the ISP licence. The licences are for a period of ten years at a cost of the CFA 54bn (approximately $89m). #### Gabon On 7 January 2025, Airtel Gabon obtained a global fixed operator authorisation (FTTX licence), granted for a period of ten years at a sum of CFA 3.5bn (approximately $5.8m). The FTTX licence will enable Airtel Gabon to provide high-speed Internet services using fibre to retail customers. ### Spectrum #### Niger In July 2024, L’Autorité de Régulation des Communications Électroniques et de la Poste (ARCEP) granted Airtel Niger the opportunity to acquire 20 MHz of spectrum in the 2600 MHz band at an initial fee of $1.32m. In August 2024, ARCEP granted a 12-month extension of the temporary allocation of 5 MHz in the 1800 band until July 2025. Airtel Niger is pursuing the conversion of this temporary allocation of spectrum into a permanent allocation at the end of the 12 months period. On 31 October 2024, Airtel Niger received a decision from ARCEP allocating radio frequency for the fixed terrestrial service operating in the 6G Hz band (with a bandwidth of 40 MHz) for voice and data communications. This acquisition will bring additional backbone capacity (from 1.3 Gbps to 7.2 Gbps) and improve quality of service. It can also be used as an alternative to fibre on certain routes. Airtel Niger will be required to pay an annual fee of CFA 66,467,520 (approximately $109,000). ### Tax developments #### Democratic Republic of the Congo Based on the Finance Act 2025, mobile telecom operators need to consider the deferred revenue as part of taxable income which will be subject to corporate income tax for the year. --- Transforming lives in action ## Building 'go-to-market' momentum and meeting demand for data in the DRC ![img-57.jpeg](img-57.jpeg) Demand for data in the DRC is growing fast, driven by smartphone adoption and a powerful appetite among customers for digital inclusion. To meet that demand and grow our market share, we've focused on excellent execution in every pillar of our strategy – resulting in a 29% growth in our DRC customer base and a 33% growth in our data revenues. The rapid expansion of our distribution network over recent years has given us momentum. In 2024/25, we focused even more sharply on reaching customers in the 'last mile' – providing granular data to sales operatives working in defined sales zones, digitising their processes through our new sales app, and refining our distribution systems so that we can respond at speed. We've enhanced our customers' digital experience too, with rapid adoption of MyAirtel app and new features such as smart checkout which accelerates and simplifies the customer journey. And alongside this, we've continued to improve network experience, adding 242 new sites, optimising 4G spectrum and deploying more field teams to boost network resilience. Taken together, our strong execution in the DRC has resulted in overall revenue growth of over 14% year on year. --- Mobile money # Innovating financial solutions that drive growth and transform lives Revenue $994m constant currency 29.9% reported currency 18.7% Operating profit $489m constant currency 31.9% reported currency 20.5% Underlying EBITDA $525m constant currency 31.6% reported currency 20.2% ARPU $2.0 constant currency 11.4% reported currency 1.8% ![img-58.jpeg](img-58.jpeg) Ian Ferrao CEO, Airtel Money “ Our Airtel Money platform now connects 44.6 million customers to an inclusive ecosystem that enables seamless payments, transfers, collections, disbursements and essential financial services. As mobile money becomes the currency of choice across our markets, we're not only accelerating digital adoption but also unlocking economic opportunities, fostering financial inclusion and empowering stronger communities. ” --- ## Revenue (\$m) ![img-59.jpeg](img-59.jpeg) Growth percentage in constant currency ## Underlying EBITDA (\$m) ![img-60.jpeg](img-60.jpeg) \* Underlying EBITDA margin (%) ## Summarised statement of operations | Description | Unit of measure | Year ended | | Reported currency change | Constant currency change | | --- | --- | --- | --- | --- | --- | | | | Mar-25 | Mar-24 | | | | **Revenue^{1}** | $m | **994** | 837 | 18.7% | 29.9% | | Nigeria | $m | **4** | 2 | – | – | | East Africa | $m | **747** | 635 | 17.5% | 31.9% | | Francophone Africa | $m | **243** | 200 | 21.6% | 22.2% | | **Underlying EBITDA** | $m | **525** | 436 | 20.2% | 31.6% | | Underlying EBITDA margin | % | **52.8%** | 52.1% | 66 bps | 70 bps | | Depreciation and amortisation | $m | **(23)** | (18) | 22.5% | 36.3% | | Operating profit | $m | **489** | 405 | 20.5% | 31.9% | | Capex | $m | **32** | 27 | 20.7% | 20.7% | | Operating free cash flow | $m | **493** | 409 | 20.3% | 32.4% | | **Operating KPIs** | | | | | | | Mobile money customer base | million | **44.6** | 38.0 | 17.3% | | | Transaction value | $bn | **136.5** | 112.3 | 21.5% | 32.0% | | Mobile money ARPU | $ | **2.0** | 2.0 | 1.8% | 11.4% | --- 1 Mobile money service revenue post inter-segment eliminations with mobile services was $770m in the year ended 31 March 2025 and $649m in the prior year. --- Transforming lives in action ## MyAirtel app: accelerating digital services at scale MyAirtel app is our one-stop digital self-service and financial management platform – and one of the best examples of how we are digitising and simplifying our services to enhance the customer experience. Since its launch in 2021/22 as a tool for customers to access mobile services, payments and account management, we've continuously innovated and improved the MyAirtel app to drive its adoption. In 2024/25 we took another big step forward, improving one-time-pin (OTP) authentication and 'zero rating', which enables customers with no data balance to continue using the app for top-ups and wallet transactions, enhancing the app's wallet self-service features to create a digital-first customer experience across the full customer lifecycle, and continuing to invest in improvements to customer journeys. Our new 'Airtel lite' expansion, launched in October 2024, creates a web-based channel for customers with limited storage or entry-level smartphones. The result is accelerating adoption and greater penetration. In 2024/25, transactions on the MyAirtel app reached 4.7 billion, a 91% growth year-on-year. Monthly users have grown by 2.1 million, while penetration among smartphone customers has increased to 21% from 14% since 2023/24. ![img-61.jpeg](img-61.jpeg) --- Transforming lives in action ## Kamilisha: enhanced customer journeys driving microloan growth Speed, convenience and enhanced customer experience are essential elements for success in the fast-growing ecosystem of mobile money financial products. Overdraft and microloan products are a good example – while access to credit creates huge opportunities for individuals and businesses to manage their day-to-day finances, the process needs to be intuitive and customer-focused. This year, we upgraded the service customers received for a number of products, including Kamilisha, a mobile overdraft service we operate in Tanzania in partnership with I&M Bank Tanzania. Kamilisha now supports peer-to-peer transfers, bill payments and airtime/data purchases directly through the Airtel Money menu. These enhancements across our operations have led to 13.6% of our customer across footprint utilizing microloans in 2024/25. ![img-62.jpeg](img-62.jpeg) ![img-63.jpeg](img-63.jpeg) --- # Overview Airtel Money is playing a pivotal role in transforming financial landscapes across our markets. As mobile money increasingly becomes the preferred mode of transaction, Airtel Money is well-positioned in a dynamic and rapidly expanding ecosystem that is digitising cash-based economies and advancing financial inclusion. It's a sector that continues to have huge potential, with the GSMA's 2024 State of the Industry report recording mobile money transaction volume growth of 28%, and new account growth of 19%, across sub-Saharan Africa. The GSMA has also highlighted mobile money's contribution to the region's GDP which, at the end of 2022, was more than $150bn, equivalent to increasing GDP by 3.7%. This momentum is reflected in our results in 2024/25, including 17.3% growth in our active customer base, 32% growth in transaction value and 29.9% growth in revenues in constant currency, respectively. We remain focused on building our customer base while expanding use cases to meet the diverse needs of individuals and businesses – from deposits and withdrawals to merchant payments, enterprise disbursements, cross-border transfers and access to credit and savings. # Driving innovation through financial products and partnerships Innovation continues to be a core pillar of our growth strategy. In 2024/25, we launched a suite of customer-centric financial solutions, including microloans, savings tools and insurance services, designed to address real-world challenges and unlock new opportunities. Microloans have seen remarkable adoption, growing at 80%. Examples include Fikiliza (Zambia), a flexible overdraft facility, Kamilisha (Tanzania), a mobile overdraft in partnership with I&M Bank, Kutchova (Malawi), a consumer-focused short-term loan, and Kwasakwasa (Uganda), a mobile loan tailored to everyday needs. These products now extend access to third party credit to over six million customers monthly. We are also expanding strategic partnerships that enhance service accessibility. For example, in November 2024, Airtel Money partnered with Naivas Supermarket, enabling customers to deposit and withdraw cash at all 109 Naivas branches across Kenya. In December 2024, we enabled cashless toll payments through a partnership with Moja Expressway in Nairobi. Globally, partnerships with Ria Money and Remitly continue to enable international remittances and cross-border payments. Distribution remains central to our strategy – our Airtel Money branches (AMBs) and kiosks increased by approximately 1,000 – helping us scale up our customer base. This expansion helps us maintain our track record of strong growth in constant currency despite the continuing headwinds of currency devaluations. # Our performance Mobile money revenue grew by 18.7% in reported currency, with constant currency growth of 29.9%. The constant currency mobile money revenue growth was driven by revenue growth in both East Africa and Francophone Africa of 31.9% and 22.2%, respectively. In Nigeria, we continue to focus on customer acquisitions with 1.7 million active customers registered for mobile money services at the end of March 2025. --- The constant currency revenue growth of 29.9% was driven by both our customer base growth of 17.3% and mobile money ARPU growth of 11.4%. The expansion of our distribution network, particularly, our multi-brand agent network, supported the customer base growth of 17.3%. The mobile money ARPU growth of 11.4% was primarily driven by transaction value per customer growth of 13.3% in constant currency, to $273 per customer per month. Q4'25 annualised transaction value amounted to $145bn in reported currency. Mobile money revenue contributed 20.1%¹ of total Group revenue during the year ended 31 March 2025. Underlying EBITDA was $525m, up by 20.2%, and 31.6% in reported and constant currency, respectively. The underlying EBITDA margin reached 52.8%, an improvement of 70 basis points in constant currency and 66 basis points in reported currency, driven by continued operating leverage. The differential in growth rates (between constant currency and reported currency) is primarily as the result of devaluation in the Zambian kwacha and the Malawi kwacha. ¹ Mobile money contribution is based upon mobile money revenue including cross-charge revenue from mobile services which gets eliminated upon consolidation. ## Legal and regulatory framework We operate in an evolving legal and regulatory landscape. Recent changes include: ### Tax developments #### Madagascar The Finance Act 2025 introduced a 5% tax on mobile money revenue. #### Malawi The amendments to the Tax Acts were gazetted in April 2024 (effective Jan 2024) where the Corporate Income tax rate of 30% is applicable upto 10 Bn Malawian Kwacha and 40% over and above 10 Bn Malawian Kwacha. ### Mobile money levy #### Zambia With effect from 1st January 2025, the Mobile Money Transaction Levy Act 2024 has moved the administration of the levy from Bank of Zambia to the Zambia Revenue Authority (ZRA) and has increased the chargeable rates on P2P transactions across 8 brackets. A ZRA practice note of 29 January 2025 has extended the scope of the levy from P2P transactions to payments or transfers from a person to Government, from Government to a person, payment of utilities bills and to merchants, and bank to wallet transfers. The Mobile Money Industry is engaging ZRA and with relevant authorities on the scope of the levy as extended by the ZRA practice note. --- ## CFO's introduction to the financial review ![img-64.jpeg](img-64.jpeg) “ Sustained operating momentum drove accelerating constant currency revenue growth during the year which, combined with our cost optimisation programme and a more stable macroeconomic environment, drove EBITDA margin improvements during the year to 47.3% in Q4'25 (from 45.3% in Q1'25). We generated a profit after tax of $328m during the year, compared to a loss of $89m in the prior period, partially contributed by relatively stable currency. ” Chief financial officer Revenue **$4,955m** ### Profit and loss snapshot | Description | Unit of measure | Year ended | | | | | --- | --- | --- | --- | --- | --- | | | | March 2025 | March 2024 | Reported currency change % | Constant currency change % | | **Profit and loss summary^{1}** | | | | | | | **Revenue^{2}** | $m | **4,955** | 4,979 | (0.5%) | 21.1% | | Voice revenue | $m | **1,964** | 2,179 | (9.8%) | 10.6% | | Data revenue | $m | **1,804** | 1,734 | 4.0% | 30.5% | | Mobile money revenue^{3} | $m | **994** | 837 | 18.7% | 29.9% | | Other revenue | $m | **417** | 417 | (0.1%) | 21.7% | | Expenses | $m | **(2,673)** | (2,572) | 4.0% | 23.9% | | **Underlying EBITDA^{4}** | $m | **2,304** | 2,428 | (5.1%) | 18.1% | | Underlying EBITDA margin | % | **46.5%** | 48.8% | (228) bps | (120) bps | | Depreciation and amortisation | $m | **(831)** | (788) | 5.4% | 29.7% | | Operating exceptional items^{5} | $m | **(16)** | – | – | – | | **Operating profit** | $m | **1,457** | 1,640 | (11.1%) | 11.2% | | Other finance cost – net of finance income^{6} | $m | **(735)** | (896) | (18.0%) | | | Finance cost – exceptional items^{7} | $m | **(87)** | (807) | (89.3%) | | | Total finance cost | $m | **(822)** | (1,703) | (51.7%) | | | Net monetary gain relating to hyperinflationary accounting | $m | **26** | – | | | | **Profit/(loss) before tax** | $m | **661** | (63) | 1147.8% | | | Tax | $m | **(363)** | (284) | 27.5% | | | Tax – exceptional items^{7} | $m | **30** | 258 | (88.5%) | | | Total tax charge | $m | **(333)** | (26) | 1176.0% | | | **Profit/(loss) after tax** | $m | **328** | (89) | 468.2% | | | Non-controlling interest | $m | **(108)** | (76) | 41.8% | | | Profit attributable to owners of the company – before exceptional items | $m | **302** | 380 | (20.3%) | | --- constant currency +21.1% reported currency (0.5%) Underlying EBITDA $2,304m constant currency +18.1% reported currency (5.1%) Operating profit $1,457m constant currency +11.2% reported currency (11.1%) Capex $670m $737m in 2023/24 Basic earnings per share 6.0 cents (4.4) cents in 2023/24 | **Profit/(loss) attributable to owners of the company** | $m | **220** | (165) | 233.4% | | --- | --- | --- | --- | --- | | EPS – before exceptional items | Cents | **8.2** | 10.1 | (19.2%) | | Basic EPS | Cents | **6.0** | (4.4) | 235.1% | | Weighted average number of shares | in Mn | **3,703** | 3,751 | (1.3%) | | Capex | $m | **670** | 737 | (9.1%) | | Operating free cash flow | $m | **1,634** | 1,691 | (3.4%) | | Net cash generated from operating activities | $m | **2,266** | 2,259 | 0.3% | | Net debt | $m | **5,363** | 3,505 | | | Leverage (net debt to underlying EBITDA) | times | **2.3x** | 1.4x | | | Lease-adjusted leverage^{8} | times | **1.0x** | 0.7x | | | Return on capital employed | % | **19.6%** | 23.0% | (341) bps | All commentary in the footnotes refers to the year ended 31 March 2025, and the prior period (31 March 2024), unless otherwise stated. 1 During the year ended 31 March 2025, the Group adopted hyperinflationary accounting for the Malawi operations. 2 Revenue includes intra-segment eliminations of $224m and $188m for the prior period. 3 Mobile money revenue post intra-segment eliminations with mobile services were $770m and $649m for the prior period. 4 Underlying EBITDA includes other income of $22m and $21m for the prior period. 5 Operating exceptional items of $16m related to provision for expected settlement of a legal dispute in a former Group subsidiary. 6 Other finance cost – net of finance income includes derivative and foreign exchange losses of $92m and $452m in the prior period which have not been treated as exceptional items. 7 Finance cost – exceptional items in the current period were predominantly driven by the devaluation of the Nigerian naira, partially offset by Tanzanian shilling appreciation in Q3'25. The prior period exceptional item was driven by both the Nigerian naira and Malawian kwacha devaluation. 8 During the current period, the Group has included 'lease-adjusted leverage' as an additional APM which reduces the volatility in the leverage ratio associated with lease accounting under IFRS 16, improves comparability between periods and reflects the Group's financial market debt position. --- ## Capturing the growth opportunity while retaining the flexibility and resilience to manage foreign exchange and macroeconomic volatility We saw improvement in both operating and financial performance throughout the year, demonstrating the effective execution of our strategy. Despite the challenging macroeconomic environment in a few of our key markets, we continue to see strong demand for our services as we enable connectivity and facilitate access to the digital economy. As a result, our two strong growth engines of data and Airtel Money recorded revenue growth of around 30% in constant currency. Revenue in reported currency for the year ended March 2025 declined by 0.5%, although Q4'25 revenue growth accelerated to 17.8%. During the year, the Nigerian naira remained fairly stable at around 1,530 per US dollar, although in the prior year, we witnessed a significant devaluation in the naira (from 461 naira per US dollar as of 31 March 2023 to 1,303 naira per US dollar as of 31 March 2024). In constant currency, revenue grew by 21.1% with Q4'25, growth accelerating to 23.2% driven by strong execution and the Nigeria tariff adjustments described in our Nigeria business review. Underlying EBITDA in constant currency grew by 18.1% with full year underlying EBITDA margins of 46.5%. In reported currency, underlying EBITDA for the year declined by 5.1% to $ 2,304m as a result of the continued impact of the significant naira devaluation and rising inflation in the prior period. During the year ended 31 March 2025, Malawi met the requirements to be designated as a hyperinflationary economy under IAS 29 'Financial Reporting in Hyperinflationary Economies'. This has resulted in a $18m reduction in operating profit, a $26m net monetary gain relating to hyperinflationary accounting and a $20m increase in deferred tax, resulting in a net $12m decrease in profit after tax. On the balance sheet, non- monetary net assets and, correspondingly, equity increased by $514m (including an opening balance sheet adjustment of $308m as of 1 April 2024). During the year, we renewed tower lease agreements with ATC and IHS for approximately 8,300 sites across Kenya, Niger, Nigeria, Uganda and Zambia and for a period of 10 to 12 years. The renewals ensure we continue to benefit from contract structures, including the proportion that is linked to foreign currency. Under IFRS16 accounting standards, the extension of these agreements resulted in a $1.3bn increase in lease liabilities. Leverage has increased from 1.4x to 2.3x primarily arising from the increase in lease liabilities and lower underlying EBITDA due to the continued impact of the prior year's currency devaluation and inflationary pressures. To reflect the Group's financial market debt position and reduce volatility associated with lease accounting under IFRS 16, we have introduced 'lease-adjusted leverage' as an additional APM in the current reporting period. Lease-adjusted leverage increased from 0.7x to 1.0x reflecting lower lease-adjusted underlying EBITDA due to translation impact of currency devaluation and inflation and an increase in lease-adjusted net debt. --- # Our four main financial objectives remain broadly the same ## 1. Growing our operating profitability We continued to see sustained operating momentum delivering high double-digit revenue and underlying EBITDA growth in constant currency. Q4'25 underlying EBITDA margin accelerated to 47.3% from 45.3% in Q1'25, following strong execution of our cost efficiency programme and a relatively stable operating environment. However, due to the continued impact of currency devaluation witnessed last year, particularly in Nigeria, full year operating profits in reported currency declined by 11.1%. ## 2. Investing for the future to drive sustained levels of growth We invested $670m of capex (excluding licence renewal and spectrum acquisitions) in 2024/25 to improve network capacity and quality, and to reinforce a future-ready network. Our investments also prioritised IT and cybersecurity to further protect our business from the global threat of cyberattacks, focusing on the areas of application, network and API security. The investment in digital applications is designed to enhance customer experience, and also reflects our focus on directing investments into areas which have the largest potential for revenue growth. Capex investment in the year is lower than our guidance primarily due to a deferral of data centre investment. We also invested $127m in licence renewals and acquired spectrum to further enhance our growth aspirations. We monitor the effectiveness of our capex investment through our financial KPI 'return on capital employed'. Return on capital employed of 19.6% is lower than the prior period on account of lower underlying EBITDA (as explained before) and an increase in capital employed due to the tower lease renewals. ## Outlook The market in which we operate has enormous potential for future growth in mobile services, home broadband, mobile money services and ## 3. Strengthening balance sheet through localisation of OpCo debt We repaid our last outstanding US dollar bond in May 2024 without taking any additional debt at HoldCo and have been actively reducing our foreign currency debt exposure, having paid down $702m of foreign currency debt over the year. We continued to localise our OpCo debt, with over 93% of this debt (excluding lease liabilities) now in local currency, up from 83% a year ago. Key benefits of localising debt at the OpCos is to protect against foreign exchange volatility and mitigate against the risk of foreign exchange liquidity constraints to repay foreign currency debt. ## 4. Returns to shareholders Returning cash to shareholders through our progressive dividend policy remains a key priority. In line with our dividend policy, we paid an interim dividend of 2.6 cents per share in December 2024. Furthermore, the Board recommended a final dividend of 3.9 cents per share, making a total dividend of 6.5 cents per share, which is an increase of 9.2% compared to the prior year. In addition, following completion of our first $100m buy-back, in December 2024 we launched a second share buy-back programme that will return up to $100m to shareholders. The first tranche of this buy-back ($45m) was completed on 24 April 2025. Basic EPS at 6.0 cents compares to negative 4.4 cents in the prior period. The prior period EPS was impacted by derivative and foreign exchange losses in key markets, most significantly in Nigeria and Malawi. EPS before exceptional items was at 8.2 cents, declining 19.2% compared to 10.1 cents in the prior period largely due to higher finance cost arising on account of the tower contract renewals, which had neutral to positive impact on cashflows, and a deferred impact of prior period currency devaluation. data centres, with a vibrant economy and youthful population. We continue to focus on strong revenue growth, margin improvement and the strengthening of our balance sheet. Tariff adjustments in Nigeria will enable us to continue --- investing in network infrastructure, expanding coverage and delivering improved products and services that meet the evolving needs of our customers. We're encouraged by the recent signs of lower macroeconomic volatility across the region, but we remain focused on the execution of our strategy to reduce the impact that further economic uncertainty may have on our business outlook. Our capex outlook (excluding licence renewal and spectrum acquisition) for next year is around $725m to $750m, which includes additional investment in our data centre and home broadband businesses. **Jaideep Paul** Chief financial officer 7 May 2025 --- # Financial review ## Performance highlights ### Operating key performance indicators (KPIs) - Our total customer base grew by 8.7% to 166.1 million, with our focus on digital inclusion supporting a 4.3% increase in smartphone penetration to 44.8%. Data customers increased by 14.1% to 73.4 million, with data usage per customer increasing by 30.4% to 7.0 GB, supporting data ARPU growth of 15.4% in constant currency. - Our continued investment in our Airtel Money agent network, enhanced digital offerings and expanded use cases contributed to a 17.3% increase in mobile money subscribers to 44.6 million and a 11.4% growth in constant currency ARPU. In Q4'25, transaction value increased by 34% in constant currency with annualised transaction value of $145bn. - Our strategic focus on great customer experience was underpinned by sustained network investment with the rollout of 2,583 new sites and approximately 3,300 kms of fibre, supporting increased data capacity across the region. ### Financial performance - Revenues of $4,955m grew by 21.1% in constant currency but declined by 0.5% in reported currency as currency devaluation impacted reported revenues. Strong execution and the recent tariff adjustments in Nigeria contributed to a further quarter of accelerating growth, with Q4'25 revenue growth of 23.2% in constant currency and 17.8% in reported currency, respectively. - Across the Group, mobile services revenue grew by 19.6% in constant currency, driven by voice revenue growth of 10.6% and data revenue growth of 30.5%. Mobile money revenue grew by 29.9% in constant currency. - For the year ended 31 March 2025, underlying EBITDA declined by 5.1% in reported currency to $2,304m with underlying EBITDA margins of 46.5% compared to 48.8% in the prior year, impacted by increased fuel prices and the lower contribution of Nigeria to the Group. However, following a more stable operating environment and benefits from our cost efficiency programme, underlying EBITDA margins have expanded from 45.3% in Q1'25 to 47.3% in Q4'25. - Profit after tax of $328m improved from a $89m loss in the prior period. The prior period was significantly impacted by derivative and foreign exchange losses, primarily in Nigeria. - Basic EPS of 6.0 cents compares to negative (4.4 cents) in the prior period, predominantly reflecting lower derivative and foreign exchange losses in the current period. EPS before exceptional items declined from 10.1 cents in the prior period to 8.2 cents largely due to the incremental impact on account of tower contract renewals, which had neutral to positive impact on cashflows, and a deferred impact of prior period currency devaluation. ### Capital allocation - Capex of $670m was below our guidance, primarily reflecting a deferral of data centre investment. Capex guidance for the next year is between $725m and $750m as we continue to invest for future growth. - We have been consistently reducing our foreign currency debt exposure, having paid down $702m of foreign currency debt over the year. Furthermore, 93% of our OpCo debt (excluding lease liabilities) is now in local currency, up from 83% a year ago. --- - Leverage has increased from 1.4x to 2.3x, primarily reflecting the $1.3bn increase in lease liabilities arising from tower contract renewals. Lease-adjusted leverage increased from 0.7x in the prior period to 1.0x as of 31 March 2025, reflecting the impact of lower lease-adjusted underlying EBITDA given the translation impact arising from currency devaluation and an increase in lease-adjusted net debt. The Board has recommended a final dividend of 3.9 cents per share, making the total dividend for the financial year 2024/25 6.5 cents per share, a 9.2% growth from the previous year, in line with the dividend policy. In addition, during the year we returned $120m to shareholders through the share buy-back programme. ## Financial review ### Revenue Group revenue in reported currency declined by 0.5% to $4,955m, with constant currency growth of 21.1%. Group mobile services revenue grew by 19.6% in constant currency, supported by voice revenue growth of 10.6% and data revenue growth of 30.5%. In Q4'25, constant currency revenue growth accelerated to 23.2% from 21.3% in Q3'25, primarily driven by the growth in Nigeria, partially contributed by the initial impact of the tariff adjustments, and Francophone Africa revenue growth of 13.7%. In East Africa, constant currency growth remained strong at 20.7% in Q4'25, with 22.6% growth in reported currency. Reported currency revenue growth of 17.8% in Q4'25 reflects a more stable currency environment across our markets. In the full year ended 31 March 2025, mobile money revenue grew by 29.9% in constant currency, primarily driven by continued strong growth in East Africa. Reported currency revenue growth was particularly impacted by significant currency devaluations in Nigeria, Malawi and Zambia. In particular, the Nigerian naira devalued from a weighted average NGN/USD rate of 781 in the prior year to NGN/USD 1,531 in the current period. ### Underlying EBITDA Reported currency underlying EBITDA declined by 5.1% to $2,304m reflecting the impact of currency devaluation over the period, particularly in Nigeria. In constant currency, underlying EBITDA increased by 18.1%. Underlying EBITDA margins of 46.5% declined by 228bps in reported currency primarily reflecting the lower contribution of Nigeria following the significant prior year naira depreciation and a significant increase in fuel prices (mainly, in Nigeria). Following a more stable operating environment and reflecting the initial successes of our cost efficiency programme, underlying EBITDA margins have increased by 200bps through the year with Q1'25 underlying EBITDA margins of 45.3% rising to 47.3% in Q4'25. Mobile services underlying EBITDA increased by 14.6% in constant currency with underlying EBITDA margin at 45.6%, while mobile money underlying EBITDA margins of 52.8% increased 70bps in constant currency, supporting growth of 31.6%. --- # Finance costs Total finance costs for the year ended 31 March 2025 were $822m, impacted by $179m of derivative and foreign exchange losses (reflecting the revaluation of US dollar balance sheet liabilities and derivatives following currency devaluations). Of this, $87m was classified as exceptional following the Nigerian naira devaluation in H1'25 which has been partially offset by the Nigerian naira and Tanzanian shilling appreciation in Q3'25. Finance costs, excluding derivative and foreign exchange losses, increased from $444m to $643m in the current period primarily on account of tower contract renewals with ATC and IHS, which had neutral to positive impact on cash flows. Increased OpCo market debt and the shift of foreign currency debt to local currency debt, which carries a higher average interest rate, also contributed to an increase in finance cost in the current period. # Profit before tax Profit before tax at $661m during the year ended 31 March 2025 was largely impacted by the $179m derivative and foreign exchange losses, lower underlying EBITDA largely due to the translation impact of significant currency devaluation in the prior period, and the impact of the tower contract renewals. # Taxation Total tax charges were $333m as compared to $26m in the prior period. Total tax charges in the current period reflected an exceptional gain of $30m and $258m in the prior period, arising from the exceptional derivative and foreign exchange losses. Tax charges, excluding exceptional items, were $363m in the year ended 31 March 2025 as compared to $284m in the prior period. Tax charges increased by $79m which was largely a result of a change in profit mix between the OpCos, the application of hyperinflationary accounting related to Malawi operations and a one-off deferred tax benefit in the prior period. # Profit after tax Profit after tax of $328m during the year ended 31 March 2025 reflects $131m of derivative and foreign exchange losses (net of tax), lower underlying EBITDA due to the translation impact of significant currency devaluation in the prior period and the impact of the tower contract renewals. The introduction of hyperinflationary accounting related to Malawi operations also resulted in a $12m loss to profit after tax. # EPS before exceptional items EPS before exceptional items declined from 10.1 cents in the prior period to 8.2 cents, primarily due to higher finance cost arising on account of tower contract renewals with ATC and IHS, which had neutral to positive impact on cashflows, and a deferred impact of prior period currency devaluation. # Leverage Over the period we have continued to improve our debt structure following the repayment of the outstanding $550m of HoldCo debt in May 2024, and have also increased the proportion of local currency OpCo debt (excluding lease liabilities) on our balance sheet to 93% as of 31 March 2025 from 83% a year ago. In total, we have paid down $702m of US dollar debt over the year. As previously disclosed, the Group introduced a new APM, lease-adjusted leverage which reduces the volatility in the leverage ratio associated with lease accounting under IFRS 16, improves comparability between periods and reflects the Group's financial market debt position. The lease-adjusted leverage increased from 0.7x in the prior period to 1.0x as of 31 March 2025. Of the 0.3x increase, 0.1x was due --- to the decrease in reported currency lease-adjusted underlying EBITDA following the naira devaluation in the prior period, and an increase in lease-adjusted net debt. Leverage over the period has increased from 1.4x to 2.3x, primarily reflecting the impact of tower contract renewals and the decline in reported currency underlying EBITDA following the naira devaluation. Below is the summary of how lease-adjusted leverage is calculated: | Description | Unit of measure | As of 31 March 2025 | As of 31 March 2024 | | --- | --- | --- | --- | | Non-current borrowings | $m | **1,226** | 947 | | Current borrowings | $m | **1,095** | 1,426 | | Add: Processing costs related to borrowings | $m | **9** | 8 | | Less: Fair value hedge adjustment | $m | **–** | (1) | | Less: Cash and cash equivalents | $m | **(552)** | (620) | | Less: Term deposits with banks | $m | **(76)** | (344) | | Add: Lease liabilities | $m | **3,661** | 2,089 | | **Net debt** | $m | **5,363** | 3,505 | | Less: Lease liabilities | $m | **3,661** | 2,089 | | **Lease adjusted net debt** | $m | **1,702** | 1,416 | | **Underlying EBITDA** | $m | **2,304** | 2,428 | | **Leverage** | $m | **2.3x** | 1.4x | | **Lease adjusted underlying EBITDA** | $m | **1,766** | 1,930 | | **Lease adjusted leverage** | times | **1.0x** | 0.7x | ### Hyperinflationary accounting in Malawi During the quarter ended 31 December 2024, Malawi met the requirements to be designated as a hyperinflationary economy under IAS 29 'Financial Reporting in Hyperinflationary Economies'. The Group has, therefore, applied hyperinflationary accounting, as specified in IAS 29, to its Malawi operations where the functional currency is the Malawian kwacha for the reporting period commencing 1 April 2024. The application of hyperinflationary accounting has resulted in a $18m reduction to operating profit, a $26m net monetary gain relating to hyperinflationary accounting and a $20m increase in deferred tax, resulting in a $12m net decrease in profit after tax for the year ended 31 March 2025. On the balance sheet, non-monetary net assets and correspondingly equity have increased by $514m (including an opening balance sheet adjustment of $308m as of 1 April 2024). --- ## GAAP measures ### Revenue Reported revenue of $4,955m declined by 0.5% in reported currency and grew by 21.1% in constant currency driven by both customer base growth of 8.7% and ARPU growth of 12.4%. The gap between constant currency and reported currency revenue growth was due to the average currency devaluations between the periods, mainly in the Nigerian naira, the Malawian kwacha and the Zambian kwacha. Mobile services revenue at $4,193m declined 3.3% in reported currency and grew by 19.6% in constant currency. Mobile money revenue grew by 18.7% in reported currency. In constant currency, mobile money revenue grew by 29.9%, driven by revenue growth in East Africa of 31.9% and Francophone Africa of 22.2%, respectively. Revenue ($m) ![img-65.jpeg](img-65.jpeg) ### Operating profit Operating profit in reported currency declined by 11.1% to $1,457m as currency headwinds and a one-time provision of $16m for an expected settlement of a legal dispute in a former Group subsidiary offset the 11.2% growth of operating profit in constant currency. Operating profit ($m) ![img-66.jpeg](img-66.jpeg) ### Total finance costs Total finance costs of $822m for the year ended 31 March 2025 were lower by $881m over the prior period. Current and prior period finance costs reflected $87m and $807m, respectively, of exceptional derivative and foreign exchange losses. Current period exceptional items relate to $231m of derivative and foreign exchange losses following the devaluation of the Nigerian naira in H1'25, partially offset by derivative and foreign exchange gains of $144m in Q3'25 on account of Nigerian naira and Tanzanian shilling appreciation in the quarter. Prior period exceptional items were related to derivative and foreign exchange losses in Nigeria and Malawi, following the significant currency devaluation during the prior period. Excluding exceptional items, finance costs were lower by $161m primarily on account of lower derivative and foreign exchange losses, partially offset by tower contract renewals with ATC and IHS, --- which had neutral to positive impact on cashflows. Increased OpCo market debt and the shift of foreign currency debt to local currency debt, which carries a higher average interest rate, also contributed to an increase in finance cost in the current period. The Group's effective interest rate increased to 13.0% compared to 10.1% in the prior period, largely driven by higher local currency debt at the OpCo level, in line with our strategy of localising debt, and the repayment of the outstanding $550m HoldCo debt which carried a lower-than-average interest rate. ## Taxation Total tax charges of $333m compares to $26m in the prior period. Total tax charges in the current period reflected an exceptional gain of $30m and $258m in the prior period, arising from the exceptional derivative and foreign exchange losses. Tax charges, excluding exceptional items, were $363m in the year ended 31 March 2025 as compared to $284m in the prior period. ## Basic EPS Basic EPS of 6.0 cents compares to negative (4.4 cents) in the prior period, predominantly reflecting lower derivative and foreign exchange losses in the current period. ## Net cash generated from operating activities Net cash generated from operating activities was $2,266m, marginally higher compared to $2,259m in the prior period. ### Profit after tax ($m) ![img-67.jpeg](img-67.jpeg) *Net monetary gain was related to hyperinflationary accounting for Malawi operations --- ## Alternative performance measures (APMs) ### Underlying EBITDA Underlying EBITDA of $2,304m declined by 5.1% in reported currency, and increased by 18.1% in constant currency. Growth in constant currency underlying EBITDA was led by revenue growth and supported by continued improvement in operating efficiencies, offset by the impact of inflationary cost pressures in several markets. The underlying EBITDA margin declined by 228 basis points in reported currency to 46.5% reflecting the impact of the lower contribution of Nigeria following significant Nigerian naira devaluation and inflationary cost pressures. The gap between constant currency and reported currency underlying EBITDA growth was due to the currency devaluations between the periods, mainly in the Nigerian naira, Malawian kwacha and Zambian kwacha. > For more information on currency devaluation sensitivity, see the section on internal controls and compliance in Managing our risks Underlying EBITDA ($m) ![img-68.jpeg](img-68.jpeg) \* Underlying EBITDA margin % ### Tax The effective tax rate was 41.0%, compared to 38.4% in the prior period. The effective tax rate is higher than the weighted average statutory corporate tax rate of approximately 32%, largely due to the profit mix between various OpCos and withholding taxes on dividends paid by subsidiaries. | Description | Unit of measure | Year ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | March-25 | | | March-24 | | | | | | Profit before taxation | Income tax expense | Tax rate (%) | Profit before taxation | Income tax expense | Tax rate % | | **Reported effective tax rate (after EI)** | $m | **661** | **333** | **50.3%** | (63) | 26 | (41.1%) | | Exceptional items (provided below) | $m | **103** | **30** | | 807 | 258 | | | **Reported effective tax rate (before EI)** | $m | **764** | **363** | **47.5%** | 744 | 284 | 38.3% | | Adjusted for: | | | | | | | | --- | Description | Unit of measure | Year ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | March-25 | | | March-24 | | | | | | Profit before taxation | Income tax expense | Tax rate (%) | Profit before taxation | Income tax expense | Tax rate % | | Foreign exchange rate movement for loss making entity and/or non-DTA operating companies and holding companies | $m | **35** | **–** | | 57 | – | | | One-off adjustment and tax on permanent difference | $m | **(8)** | **(39)** | | – | 24 | | | **Effective tax rate** | $m | **791** | **324** | **41.0%** | 801 | 308 | 38.4% | | **Exceptional items** | | | | | | | | | 1. Derivative and foreign exchange rate losses | $m | **87** | **30** | | 807 | 258^{a} | | | 2. Provision for expected settlement of a contractual dispute | $m | **16^{b}** | **–** | | – | – | | | **Total** | $m | **103** | **30** | | 807 | 258 | | a $258m exceptional tax gain in full year period ended 31 March 2024 is tax gain corresponding to $807m derivative and foreign exchange losses following the Nigerian naira and the Malawian kwacha devaluation. b $16m exceptional items related to provision for expected settlement of a legal dispute in one of the Group's former subsidiaries. --- ## Exceptional items Operating exceptional items in the current year of $16m related to a provision for the expected settlement of a legal dispute in one of the Group's former subsidiaries in Q4'25. The non-operating exceptional item was $87m in the current period and $807m in the prior period. Current period exceptional items relate to $231m derivative and foreign exchange losses following the devaluation of the Nigerian naira in H1'25, partially offset by derivative and foreign exchange gains of $144m in Q3'25 on account of the Nigerian naira and the Tanzanian shilling appreciation in the quarter. Prior period exceptional items were related to derivative and foreign exchange losses in Nigeria and Malawi, following the significant currency devaluation during the prior period. Non-operating exceptional items resulted in an exceptional tax gain of $30m in the current period and $258m in the prior period, respectively. See note 11 of the financial statements for more details. ## EPS before exceptional items EPS before exceptional items declined from 10.1 cents in the prior period to 8.2 cents, primarily due to higher finance cost arising on account of tower contract renewals with ATC and IHS, which had neutral to positive impact on cashflows, and a deferred impact of prior period currency devaluation. | Description | $ cents | | --- | --- | | **2023/24 EPS before exceptional items** | **10.1** | | Currency devaluation (translation) | (8.9) | | Operating profit (constant currency) | 4.5 | | Derivative and foreign exchange gain/(loss) | 6.6 | | Lease interest (including contract renewals) | (3.3) | | Finance charges (excluding Forex and lease interest) | (2.0) | | Tax and others | 1.2 | | **2024/25 EPS before exceptional items** | **8.2** | ## Operating free cash flow Operating free cash flow was $1,634m, lower by 3.4%, as a result of lower underlying EBITDA due to cascading impact of currency devaluation in the prior period, particularly in Nigeria, partially offset by lower capex during the current period. ## Net cash generated from operating activities | Particulars | March 2025 $m | March 2024 $m | Change $m | | --- | --- | --- | --- | | Underlying EBITDA | **2,304** | 2,428 | (124) | | Other non-cash items | **(2)** | – | (2) | | **Operating cash flow before changes in working capital** | **2,302** | 2,428 | (126) | | Change in working capital | **287** | 175 | 112 | | **Net cash generated from operations before tax** | **2,589** | 2,603 | (14) | | Income tax paid | **(323)** | (344) | 21 | | **Net cash generated from operating activities** | **2,266** | 2,259 | 7 | ## Net debt bridge --- | Particulars | March 2025 $m | March 2024 $m | | --- | --- | --- | | **Net cash generated from operating activities** | **2,266** | 2,259 | | Cash capex (tangible) | **(736)** | (868) | | Cash capex (intangible) | **(123)** | (161) | | Cash interest | **(644)** | (407) | | Repayment of lease liabilities | **(222)** | (324) | | Dividend paid to non-controlling interests | **(72)** | (59) | | **Subtotal (a)** | **469** | 440 | | Dividend to Airtel Africa plc shareholders | **(229)** | (212) | | Proceeds from sale of shares to NCI | **10** | 53 | | Increase in mobile money wallet balance | **(218)** | (207) | | Purchase of shares under buy-back programme | **(120)** | (9) | | (Outflow)/inflow on maturity of derivatives (net) | **(194)** | 7 | | Others | **(39)** | (5) | | **Subtotal (b)** | **(790)** | (373) | | Addition of lease liabilities | **(1,857)** | (911) | | Repayment of lease liabilities | **222** | 324 | | Translation impact on net debt | **98** | 539 | | **Subtotal (c)** | **(1,537)** | (48) | | **Net debt (increase)/decrease d = a+b+c** | **(1,858)** | 19 | | Opening net debt | **3,505** | 3,524 | | **Closing net debt** | **5,363** | 3,505 | ### Purchase of intangible assets Purchase of intangible assets of $123m in the current reporting period included payment of approximately $89m for licence renewal in Chad and $161m in the previous period, which included payment of $127m for the renewal of the 2100 MHz spectrum licence in Nigeria. ### Dividend paid to shareholders A final dividend payment of $133m (3.57 cents per ordinary share) for year ended 31 March 2024 was paid during the year and an interim dividend payment of $96m (2.6 cents per ordinary share) was paid in December 2024. The dividend payments were in line with our progressive dividend policy which aims to grow the dividend annually by a mid-to-high single-digit percentage. The Board recommended a final dividend of 3.9 cents per share for the year ended 31 March 2025, amounting to a total dividend of 6.5 cents per share for the current reporting period. ### Proceeds from sale of shares to non-controlling interest (NCI) Proceeds from sale of shares to NCI relates to the sale of Airtel Zambia shares to minority shareholders amounting to $10m in the current reporting period. ### Translation impact on net debt Translation impact on net debt primarily represents the reduction in local currency cash, borrowings and lease liabilities in US dollar terms, arising from devaluation of local currencies (primarily, the Nigerian naira) against the reporting currency (US dollar). This impact is included in 'other --- comprehensive income – foreign currency translation reserve' in the consolidated statement of comprehensive income. --- # Financial information by service We provide performance data for our mobile voice and data services and Airtel Money in our business reviews section. # Financial information by market We provide performance data for each of our markets in our business reviews section. # Consolidated statement of financial position See consolidated statement of financial position. Details on the major movements of our assets and liabilities in the year are set out on this page. # Assets ## Property, plant and equipment Property, plant and equipment (including capital work in progress) increased to $2,280m, an increase of $221m, on account of hyperinflation accounting related to Malawi operations of $67m, capital expenditure of $651m, partially offset by depreciation of $412m and $83m of foreign currency translation reserve arising from translation of local currency assets into reporting currency, i.e. US dollar (primarily, in Nigeria). ## Right-of-use assets Right-of-use assets increased to $3,029m, a increase of $1,546m due to addition of $1,867m (including $1,310m due to contract renewals with ATC and IHS on approximately 8,300 sites in Niger, Nigeria, Kenya, Uganda and Zambia), $32m on account of hyperinflation accounting related to Malawi operations, partially offset by depreciation of $310m and $43m of foreign currency translation reserve arising from translation of local currency assets into reporting currency, i.e., US dollar (primarily, in Nigeria). ## Balance held under mobile money trust The balance held under mobile money trust represents the funds of mobile money customers which are not available for use by the Group, and these have increased by $215m to $952m due to continued growth in mobile money. # Total equity and liabilities ## Total equity Total equity increased to $2,775m, an increase of $475m. The increase was primarily driven by the adjustment to opening reserves by $308m due to the application of hyperinflationary accounting for the Malawi operations, a $328m of profit for the period and an increase in other comprehensive income by $221m. This was partially offset by $229m dividend to shareholders of Airtel Africa plc, a $62m dividend to minority shareholders in subsidiaries and $100m due to the share buy-back programme. ## Borrowings Gross borrowings (including short-term borrowings) increased by $1,520m to $5,982m largely due to increase in lease liability (current plus non-current) by $1,572m (including $1,310m due to contract renewal with ATC and IHS on approximately 8,300 sites in Niger, Nigeria, Kenya, Uganda and Zambia). ## Current liabilities Current liabilities (excluding borrowings) increased by $653m to $2,916m largely due to reclass of put option liability from non-current liability to current liability amounting to $542m and mobile money --- wallet balance by $206m, offset by decrease in derivative instruments by $134m. Further details of the Group's liquidity position and going concern assessment are shown in note 31 and 2.2 respectively of the financial statements. #### Dividends The Board has recommended a final dividend of 3.9 cents per ordinary share for the year ended 31 March 2025. The proposed final dividend will be paid on 25 July 2025 to all ordinary shareholders who are on the register of members at the close of business on 20 June 2025. We paid an interim dividend of 2.6 cents per ordinary share in December 2024. --- # Managing our risk ## Understanding and managing our risk environment to support the Group's objectives **Ravi Rajagopal** Chair, Audit and Risk Committee ![img-69.jpeg](img-69.jpeg) ## Identifying and managing risk The directors have carried out a robust assessment of the company's principal and emerging risks to comply with Provision 28 of the Corporate Governance Code. We've designed our risk management framework to give us a consistent means of identifying, mitigating and monitoring risk across all 14 OpCos and Group entities. It provides senior management and Board of directors with oversight of our principal risks and promotes a bottom-up approach to identifying and managing risks across the Group. ## Risk management governance Our Board of directors has overall responsibility for the Group's risk management framework and processes. Through the Audit and Risk Committee, the Board oversees the Group's risk --- management framework and regularly reviews its principal risks as well as emerging risks that may impact the Group. Within that overarching framework, the governance of risk management has been cascaded to various levels across the organisation to allow effective management of the Group's risks. The framework covers the interplay between risks impacting Airtel Africa as a whole and risks identified at either the 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, on an ongoing basis, the external business environment to identify emerging risks which could potentially have an impact on the Group's business in the future. Group functional teams identify functional risks cutting across our OpCos to create a consistent Group-wide risk mitigation strategy for similar risks. We operate a similar risk management governance structure at Group 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 identifies risks within their business environment and takes appropriate mitigation actions. The governance of risk management at each OpCo rests with the OpCo Executive Risk Committee (ERC) and the OpCo Board of directors which is responsible for risk management processes and oversees the respective OpCo's principal risks and the effectiveness of its mitigation actions. “ Our work has included assessing risk management, improving controls and tracking compliance against regulations applying to mobile money businesses in all our markets and arising from central bank licences. Strengthening the IT systems and increasing resilience of application software has been a core part of our work this year. ” --- # Risk governance ## Board – Audit and Risk Committee The Board has overall responsibility for the Group's risk management processes. Through the Audit and Risk Committee (ARC), the Board oversees the Group risk management framework, approves the Group's risk appetite and regularly reviews our principal and emerging risks. The Board maintains oversight of the effectiveness of the Group's risk management processes through regular reviews of the Group's principal and emerging risks, thematic risk reviews and review of key risk indicators (KRIs) against tolerance limits set. This year, the ARC carried out several in-depth thematic risk reviews – see more in the ARC chair's report. ## Group Executive Risk Committee The Group Executive Risk Committee (ERC) is responsible for the implementation of the risk management framework across the Group. The ERC reviews our significant risks, the progress and effectiveness of mitigation actions and performance of KRIs to ensure that the Group operates within its defined risk appetite. The ERC meets quarterly and carries out robust reviews of the Group's principal risks which span its operating markets and functions. It also reviews and discusses emerging risk trends which potentially impact the Group's business. ## Functional risk management reviews The Group executive functional heads are responsible for identifying and mitigating risks across the Group within their functional areas. They are responsible for embedding risk management within operational business processes. The Group's risk register is created from risks identified either by the Group functional heads or the OpCo ERCs. The Group functional heads carry out ongoing risk reviews as part of their operational functional processes. These risk reviews address risks within their functions across the Group's operating footprint. ## OpCo Executive Risk Committee and OpCo Board Each OpCo ERC performs a similar role to the Group ERC. They're responsible for implementing the risk management framework in our subsidiaries. ERCs identify 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 ERCs meet on a quarterly basis while the OpCo Boards review the OpCo principal and emerging risks at least on a semi-annual basis. --- # Risk identification process ## Identify OpCo Function Risks are identified by analysing **external and internal** context both at an operating subsidiary and at a Group functional level. ## Risk analysis Discuss and validate each risk Assess each risk - Likelihood - Impact Identified risks are assessed on: Likelihood of occurrence Impact/consequence ## Rank Score and prioritise each risk --- Each risk is then assigned a risk rating based on **the likelihood of occurrence** and the possible impact/consequence. Risk rating #### **Airtel Africa's principal risks** Risks impacting the Group's strategy, business model and solvency #### **Emerging risks** Ongoing review of the external environment and potential risks --- # Our risk appetite framework The Group's risk appetite framework and statement formalises the Group's risk appetite, tolerance limits and governance oversight processes to ensure that risks across the Group are managed within acceptable limits. Airtel Africa adopts a four-point scale for risk appetite, described below: ## Open We strongly accept these risks as they are incidental to the achievement of our business objectives. These risks provide good risk/reward trade-off, and internal competencies exist to manage or exploit these risks effectively. ## Flexible We're open to accepting these risks on a justifiable basis. We will consider available options and select the option that provides good returns with an acceptable level of risk in the pursuit of our objectives. ## Cautious We will accept these risks only if essential, with limited potential for a negative outcome. We prefer to avoid these risks and where these risks are accepted, the risks are carefully measured and monitored. ## Averse We're strongly opposed to these risks and prefer to avoid them. We are not open to any risk/return trade-off and will always accept the lowest risk option for these risks. # Risk appetite monitoring To ensure adherence to the Group's risk appetite framework and that risks are managed within acceptable limits, the Board of directors, through the Audit and Risk Committee, has approved a set of key risk indicators (KRIs) and tolerance limits across key organisational functions and processes. Performance against these KRIs and their respective tolerance limits is tracked, reported and reviewed by the Executive Risk Committee (ERC) and the Audit and Risk Committee (ARC) on a quarterly basis. Where tolerance limits are breached for any KRI, an appropriate risk mitigation plan is developed, and its implementation is monitored as part of the risk review process. The Group's risk review and governance processes, along with the ongoing monitoring of KRIs and their corresponding tolerance limits, enable the Board to assess whether risks across the Group are being managed within the established risk appetite. --- # How we classify our risks # Strategic risks These are risks arising from changes in our external business environment such as macroeconomic conditions or market/competitive dynamics. 1 Adverse competition and market disruption 2 Digitalisation and innovation 3 Geopolitical risks and adverse macroeconomic conditions # Philosophy/approach We operate in 14 countries across Africa with significant market opportunities arising from low penetration of telecoms and banking services. The Group is bullish on the opportunities that Africa presents and is generally open to taking increased levels of risk to capture these market opportunities. # Operational risks Risks affecting our ability to effectively operate our business model across a variety of functional areas 4 Cyber and information security threats 5 Increase in cost structure 6 Leadership succession planning 7 Internal controls and compliance 8 Technology resilience and business continuity # Philosophy/approach Delivering on the Group's strategic objectives requires an effective operating model, execution excellence and operational rigour, with a focus on customer satisfaction across the organisation. This operational excellence will ensure that the Group can continue to deliver incremental revenue growth at minimal marginal costs, resulting in a positive flow-through to profitability. --- ## Financial risks Risks impacting our liquidity or solvency, financial reporting or capital structure - 9 Exchange rate fluctuations and shortage of foreign currency ## Philosophy/approach The Group is committed to prudent financial management built on a robust system of controls and effective business partnering. The Group is flexible in its risk-taking approach to financial management to support the Group's strategic growth objectives but averse to any form of violation of its system of key financial and internal controls. ## Governance and compliance risks Risks affecting our ability to comply with our legal, regulatory and governance obligations - 10 Uncertainty in policy and regulatory environment ## Philosophy/approach We are committed to complying with laws and regulations in the jurisdictions where we operate and averse to violations of legal or regulatory obligations. ## Risk heat map (residual risks) ![img-70.jpeg](img-70.jpeg) In the current year there has been no change to principal risks, their impact and likelihood as compared to 2023/24 ## Strategic risks - 1 Adverse competition and market disruption - 2 Digitalisation and innovation - 3 Geopolitical risks and adverse macroeconomic conditions ## Operational risks - 4 Cyber and information security threats - 5 Increase in cost structure - 6 Leadership succession planning - 7 Internal controls and compliance --- 8 Technology resilience and business continuity #### **Financial risk** 9 Exchange rate fluctuations and shortage of foreign currency #### **Governance and compliance risk** 10 Uncertainty in policy and regulatory environment --- # Principal risks and mitigation --- # Alignment with our strategy Brilliant network experience Must win markets Digitise and simplify Accelerate Airtel Money Scale HBB and enterprise Strengthen 'go-to-market' # Strategic risks # 1. Adverse competition and market disruption # Description of risk We operate in an increasingly competitive environment across our markets and segments, particularly with respect to pricing and market share. Aggressive competition by existing players or the entry of a new player could put a downward pressure on prices, adversely affecting our revenue and margins, as well as our profitability and long-term survival. The nature and level of the competition we face varies for each of our markets, products and services. # How we mitigate this risk 1. Ongoing monitoring of competitive landscape and competitor activities. 2. Emphasis on customer experience, affordability, product penetration and development of our product portfolio. 3. The continued growth of our Airtel Money business and the increased use of Airtel Money services by our GSM customers helps to increase customer 'stickiness' on our network. 4. Simplifying customer experience through self-care and other applications across several customer touchpoints. # Key developments in the year 1. Refinement of the Group's strategy with a focus on delivering great customer experience, brilliant network experience, and digitalising and simplifying the customer journey to build brand loyalty and unlock growth opportunities across our markets. 2. Continued investment in our various new businesses – Nxtra by Airtel and Telesonic – to ensure diversification and resilience of the Group's business portfolio. # Risk appetite Open # Risk owners Chief commercial officer # 2. Digitalisation and innovation # Description of risk Failure to innovate through simplifying the customer experience and developing adequate digital touchpoints in line with changing customer needs and the competitive landscape could lead to loss of customers and market share. # How we mitigate this risk 1. Rollout of digital apps and self-care channels to simplify customer experience. 2. Airtel Africa Digital Labs' focus on developing cutting-edge digital solutions to address customer needs and solve complex problems using the latest technologies. --- 3. Simplifying our core IT systems and integration capabilities to allow for faster deployment of new products and services and integration with third-party applications. # Key developments in the year 1. Strengthening our Digital Labs environment through the integration of key areas such as front-end, back-end, data engineering and analysis to create a comprehensive Digital Lab environment. 2. Consolidation of our Mobile Financial Services (MFS) Lab into our broader Digital Labs to create better alignment and synergies. 3. Rollout of our 'All engineering hands on deck' training programme and leadership engagement. # Risk appetite Open # Risk owners Chief information officer and chief commercial officer # 3. Geopolitical risks and adverse macroeconomic conditions # Description of risk Global geopolitical tensions and changes in macroeconomic conditions have the potential to impact our business both directly and indirectly. These impacts include potential increases in the cost of our inputs and negative effects on the disposable incomes of our customers, which could, in turn, affect sales and profitability. In recent months, we have observed heightened uncertainty surrounding global trade policies and the realignment of the global trade order. This has led to the imposition of tariffs and counter-tariffs between various trading nations, resulting in higher prices for consumers and increased input costs for producers Additionally, this trade uncertainty has raised the likelihood of a global recession if the current situation persists. While these events remain fluid, there is a risk of indirect impact on the Group should the situation lead to a global recession, a deterioration in macroeconomic conditions, or further increases in the prices of goods. Any of these outcomes could drive up input costs, putting pressure on the Group's margins. # How we mitigate this risk 1. Improving the overall resilience of our business through effective strategic investment, an optimal operating model, and a solid financial base. 2. Building resilience through our supply chain to minimise potential disruptions. 3. Ongoing monitoring of external environment and macroeconomic trends to ensure adequacy of risk response plans. 4. Continuous cross-industry engagement on key policy matters. # Key developments in the year 1. On 20 January 2025, the Nigerian Communications Authority (NCC) granted approval for tariff adjustments following requests from the telecom operators in Nigeria in response to the prevailing market conditions. The adjustments are capped at a maximum of 50% of current tariffs, with requests reviewed on a case-by-case basis by the NCC. See more in our Nigeria business review. # Risk appetite Flexible # Risk owners Chief financial officer, chief supply chain officer and chief regulatory officer --- # Operational risks # 4. Cyber and information security threats # Description of risk Cybersecurity threats through internal or external sabotage or system vulnerabilities could potentially result in customer data breaches and/or service downtimes. Like any other business, we are increasingly exposed to the risk that third parties or malicious insiders may attempt to use cybercrime techniques, including distributed denial of service attacks to disrupt the availability, confidentiality and integrity of our IT systems. This could disrupt our key operations, make it difficult to recover critical services and damage our assets. # How we mitigate this risk 1. Security posture assessments and control gap review across the technology stack to identify security solutions and tools to address inherent and emerging risks. 2. Security assessments covering technology infrastructure and applications to identify security risks on a continual basis. 3. Cybersecurity awareness programmes, including mock exercises such as phishing simulation to evaluate preparedness of staff and effectiveness of security tools. 4. Introduction of customer security awareness initiatives. # Key developments in the year 1. Continued cybersecurity awareness and phishing exercises for all employees as part of our first line security defence. 2. Continued improvement to our defence-in-depth strategy through strengthening and governance review of key controls. 3. Annual surveillance certification for ISO 27001 and ISO 22301 for the whole Group. # Risk appetite Averse # Risk owners Chief information officer # 5. Increase in cost structure # Description of risk Adverse changes in our external business environment and/or supply chain processes could lead to a significant increase in our operating cost structure and negatively impact profitability. Our operating costs are subject to supply chain risks, including fluctuations in global commodity prices, market uncertainty, energy costs (such as diesel and electricity), and the cost of obtaining and maintaining licences, spectrum and other regulatory requirements. To mitigate this risk, the Group continually re-evaluates its operating model and cost structure to identify innovative ways to optimise our costs and improve profitability. During the financial year, there was significant inflation in the price of fuel (diesel) putting pressure on our operating costs, particularly in our Nigeria operation. # How we mitigate this risk 1. Continuous review of our operating model and supply chain processes to identify cost 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 effects of short-term disruptions within our supply chain. # Key developments in the year 1. By converting sites from off-grid to grid, reducing diesel consumption by deploying lithium ion batteries and working with towercos to reduce fuel consumption, we were able to mitigate and derisk exposure to energy-related price increases. --- 2. We renewed our tower lease agreements with American Tower Corporation (ATC) and IHS for approximately 8,300 sites across Kenya, Niger, Nigeria, Uganda and Zambia with medium-term cost benefits for the Group through contractual terms addressing renewable energy transition and component of the cost linked to foreign currency. 3. We continued the digitalisation of our sales and customer touchpoints to drive cost savings and improve overall efficiency. **Risk appetite** Flexible **Risk owners** Chief supply chain officer --- ## 6. Leadership succession planning ### Description of risk We need to continually identify and develop successors for key leadership positions across our organisation to ensure minimal disruption to the execution of our corporate strategy. Our ability to execute our business strategies depends in large part on the efforts of our key people. In some of the countries in which we operate, there is a shortage of skilled telecommunications professionals. Any failure to successfully recruit, train, integrate, retain and motivate key skilled employees could have a material adverse effect on our business, the results of our operations, financial condition and prospects. ### How we mitigate this risk 1. Leadership development planning through skills and competency assessments for critical roles. 2. Regularly update succession plans at OpCo and Group level including calibrating and assessing talent pipelines through the Group talent council. 3. Long- and short-term incentives for retention of high-performing talent. 4. Talent mapping a larger talent pool across Africa, Europe and Asia to meet current and future business needs. 5. Inclusion of succession plans in leadership KPIs across the Group. ### Key developments in the year 1. Successful transition and succession planning following the announced retirement of our current CFO. We announced that the Group's deputy CFO has been appointed CFO with effect from 9 July 2025. See more in the Directors' remuneration report. 2. Launch of our global talent accelerator programme, an Africa-India initiative to strengthen the technical and leadership capabilities of senior leaders through project-based assignments, exposure to large market operations, coaching from senior business leaders and a six-month short-term assignment to Airtel India. 3. Launch of our commercial masterclass programme, a two-day programme designed to accelerate and improve our performance, capabilities, go-to-market strategy and leadership capabilities to drive results. ### Risk appetite Cautious ### Risk owners Chief human resources officer ## 7. Internal controls and compliance ### Description of risk Gaps in our internal control and compliance environment could affect our reputation and lead to financial losses. Our financial reporting is subject to the risk that controls may become inadequate due to changes in internal or external conditions, new accounting requirements, or delays or inaccuracies in reporting. We continue to implement internal risk management and reporting procedures at the Group and OpCo levels to protect against risks of internal control weaknesses and inadequate control over financial reporting. Additionally, the Group continues to review the effectiveness of its risk management and internal control framework to ensure full compliance with Provision 29 of the 2024 Corporate Governance Code. The Group has initiated internal assessment reviews on the appropriate framework and methodology to evidence compliance with this provision when it takes effect. ### How we mitigate this risk 1. Ongoing self-reviews and continuous strengthening of the Group's internal controls over our financial reporting framework and compliance processes. 2. Addressing and mitigating findings from Internal Audit, with oversight from the Audit and Risk Committee. 3. Implementing a robust system for assessing and monitoring key controls across the Group and commissioning independent assurance testing of internal controls. --- #### **Key developments in the year** 1. Implementation of the Committee of Sponsoring Organisations (COSO) framework for documenting and providing assurance for entity-level controls across the Group. 2. Improvements in our Internal control over financial reporting (ICOFR) process through the incorporation of additional fraud controls and strengthening of material controls. 3. Preparing for internal controls attestations required by regulations in Nigeria. #### **Risk appetite** Averse #### **Risk owners** Chief financial officer --- ## 8. Technology resilience and business continuity ![img-71.jpeg](img-71.jpeg) ### Description of risk Our ability to provide quality of service (QoS) to our customers and meet QoS requirements depends on the robustness and resilience of our technology stack and ecosystem encompassing hardware, software, products, services and applications, as well as our ability to respond appropriately to any disruptions. Furthermore, a resilient technology stack is critical for improving our operational efficiency as an organisation and the achievement of the goals that we have set for ourselves. However, our telecoms networks are subject to risks of technical failures, aging infrastructure, human error, wilful acts of destruction or natural disasters. This can include equipment failures, energy or fuel shortages, software errors, damage to fibres, lack of redundancy plans and inadequate disaster recovery plans. ### How we mitigate this risk 1. Implementing geographically redundant disaster recovery sites to provide back-up for our networks and IT infrastructure across our OpCos. 2. Regular testing of fallback plans for network and IT systems to ensure reliability of switchover from active to redundant nodes in the event of a disaster. 3. Continuous reviews and refreshing our technology ecosystem to ensure all systems are fit for purpose and to eliminate security vulnerabilities. ### Key developments in the year 1. Redesign of our technology disaster recovery strategy for both main and recovery sites to improve latency and minimise disruptions in the event of a disaster incident. 2. Significant improvement over the past year in our disaster recovery portfolio through focused implementation of our revised strategy and continuous disaster recovery drills to test the performance of our recovery sites. ### Risk appetite Cautious ### Risk owners Chief technology officer and chief information officer ## Financial risks ## 9. Exchange rate fluctuations and shortage of foreign currency ![img-72.jpeg](img-72.jpeg) ### Description of risk Our multinational footprint means we're constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in the markets where we operate. We derive revenue and incur costs in local currencies where we operate, but we also incur costs in foreign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements in exchange rates between the currencies in our OpCos and the US dollar (USD) could have a negative effect on our liquidity and financial condition. In some markets, we face instances of limited supply of foreign currency within the local monetary system. This negatively impacts our ability to make timely foreign currency payments to vendors and constrains our ability to fully benefit at the Group level from strong cash generation by those OpCos. Given the severity of this risk, specifically in some of our OpCos, Group management continuously monitors the potential impact of exchange rate fluctuations --- based on the following methodology: 1. Comparing the average devaluation of each currency in the markets in which the Group operates against US dollar on a ten-year historic basis and onshore forward exchange rates over a one-year period if available. 2. Additionally, for our Nigerian operations, management uses different sensitivity analysis for scenario planning purposes which includes the recent impact of the naira devaluation. 3. With respect to currency devaluation sensitivity going forward, on a 12-month basis assuming that the USD appreciation occurs at the beginning of the period, a further 1% USD appreciation across all currencies in our OpCos would have a negative impact of $46m-$48m on revenues, $22m-$24m on underlying EBITDA and $25m-$27m on foreign exchange loss (excluding derivatives). Our largest exposure is to the Nigerian naira, for which, on a similar basis, a further 1% USD appreciation would have a negative impact of $12m-$13m on revenues, $6m-$7m on underlying EBITDA and $14m-$15m on foreign exchange loss (excluding derivatives). This does not represent any guidance and is being used solely to illustrate the potential impact of further currency devaluation on the Group for the purpose of exchange rate risk management. The accounting under IFRS is based on exchange rates in line with the requirements of IAS 21 'The Effect of Changes in Foreign Exchange' and does not factor in the above-mentioned devaluation. ## How we mitigate this risk 1. Renegotiating forex-denominated contracts to local currency contracts. 2. Hedging foreign currency denominated payables and loans, and matching assets and liabilities, where possible. 3. Adequate funding arrangements to mitigate any short-term liquidity constraints caused by fluctuations in forex supply. 4. Geographical diversification enables access to liquidity across our footprint. ## Key developments in the year 1. On 20 May 2024, the company announced that it had repaid in full the 5.35% Guaranteed Senior Notes maturing in May 2024. This bond repayment of $550m was made exclusively out of the cash reserves at HoldCo and is a continuation of its strategy to reduce external foreign currency debt. See more in the Financial review. ## Risk appetite Flexible ## Risk owners Chief financial officer --- # Governance and compliance risks # 10. Uncertainty in policy and regulatory environment # Description of risk We operate in diverse legal and regulatory environments. Establishing and maintaining adequate procedures, systems and controls enables us to comply with our obligations for the services we provide to our customers in all the jurisdictions where we operate. In some of our markets, we are faced with the risk of unanticipated changes in the policy, legal, tax and regulatory environment, exposing us to adverse financial and reputational impact. The legal and regulatory frameworks we work with fall into two categories: (1) telecom services (2) mobile financial services. In addition, we seek to comply with requirements regarding consumer protection and fair competition. The legal frameworks are unique to each country, and they constantly evolve. # How we mitigate this risk 1. We operate within the laws and regulatory frameworks of governments and regulatory agencies in our markets – and we always work to ensure that our operations meet local legal and regulatory requirements. 2. Institute various policies across the Group to comply with compliance obligations in jurisdictions where we operate. 3. Continuing engagement with regulators and active participation in industry bodies on key policy matters. 4. Regular compliance tracking, identifying root causes for cases of non-compliance and taking corrective actions. 5. Escalation process for reporting significant matters to the Group office in a timely manner. 6. Communicating with and training employees in relevant company policies. # Key developments in the year 1. We significantly strengthened our process for identifying, monitoring and remediating compliance obligations across our Airtel Money subsidiaries with regular reporting and oversight from the Board. 2. Legal and regulatory developments in each of our regions this year are described in our 'Business reviews' section. # Risk appetite Averse-cautious # Risk owners Chief legal officer and chief regulatory officer # Emerging risks **Climate change:** we continue to evaluate the potential impact of climate change on our business operations and on the economies in which we operate. In TCFD disclosures we describe the outcome of our assessments of physical and transition risks related to climate change and the mitigation in place. In October 2021, we launched an ambitious sustainability strategy that underpins our well-established corporate purpose of transforming lives. As part of our reduction of greenhouse gas (GHG) emissions goal, our ambition is to achieve net zero emissions ahead of the 2050 deadline set out in the Paris Agreement. To achieve this, we understand the importance of fully identifying, measuring and reducing GHG emissions which can only be achieved in partnership with our peers and the wider industry. --- Our goal of reducing our GHG emissions is not only a core component of our sustainability strategy but also a key imperative to reduce energy costs across some of our markets through the adoption of renewable energy sources to mitigate the increased diesel costs in markets where grid availability is a challenge. We continue to publish progress on GHG emissions reduction initiatives in our Sustainability Report 2025. For more details, visit www.airtel.africa. --- Our sustainability strategy # Transforming lives We are committed to providing Africa with safe, reliable and resilient telecoms to drive economic growth and development. “ By continuing to deliver on its sustainability strategy, Airtel Africa will ensure that positive impacts go hand-in-hand with the business growth --- it can achieve by meeting the extraordinary demand for connectivity in sub-Saharan Africa. ” **Annika Poutiainen** Board member and sustainability champion ![img-73.jpeg](img-73.jpeg) ## Airtel Africa’s sustainability strategy and update on progress We aim to transform lives across Africa through increased digital and financial inclusion and access to essential educational resources. Our sustainability strategy sets out clear operational, social and environmental goals that help us deliver this vision. ## Ensuring business growth and sustainability go hand-in-hand For Airtel Africa’s customers, and for the millions of people still excluded from the digital economy, access to voice, data and financial services are not just an opportunity – they are a necessity. Creating and ## Sustainability KPIs Scope 1 and 2 GHG emissions **134,021** tCO₂e (128,503 in 2023/24) Total energy consumption **448,050,273** kWh (434,373,723* in 2023/24) * During the year, the methodology for calculating energy consumption was revised and this metric adjusted from 244,458,353 kWh --- enhancing that access is – and always has been – how Airtel Africa transforms lives. Airtel Africa's sustainability strategy helps achieve this purpose by embedding positive impacts into every aspect of the company's overall business strategy. There are examples of progress in 2024/25 throughout this Annual Report – such as the expansion of Airtel Money's customer base to 44.6 million, of whom over 44% are women or the additional 850 network sites added in underserved rural areas. These advances for customers are underpinned by commitments to people, communities and the environment. To give stakeholders a full and transparent account of progress and challenges in all these areas Airtel Africa also publishes a separate Sustainability Report. The following pages in this Annual Report aim to give a snapshot of the wider disclosures to be found in the Sustainability Report 2025. Alongside strategic progress, this year saw an important milestone: in June 2024, Airtel Africa plc launched the Airtel Africa Foundation as its dedicated philanthropic arm. The Foundation will drive initiatives in education, digital and financial inclusion, environmental protection and socio-economic development, with a focus on rural and underserved communities. The Board and everyone at Airtel Africa can be proud of what has been achieved so far. We know that this work is not complete, however. By continuing to deliver on its sustainability strategy, Airtel Africa will ensure that positive impacts go hand-in-hand with the business growth it can achieve by meeting the extraordinary demand for connectivity in sub-Saharan Africa – and that Airtel Africa continues to transform lives. Population covered by mobile network 81.2% (80.4% in 2023/24) Gender balance 29.2% (28.3% in 2023/24) For our Sustainability Report 2025, see www.airtel.africa ## Our sustainability strategy framework We continue to implement our sustainability goals and targets to minimise our impact on the environment and maximise the positive impact we bring to individuals, families and communities across the African continent. --- ## Our business We're building Africa's digital future. By delivering secure, high-quality and resilient telecoms and financial services, we're helping unlock economic opportunity, strengthen social infrastructure and support inclusive development across the continent. ## Our people Our people are the driving force behind our success, and we're building a workforce ready to shape Africa's digital future. We are committed to a diverse, inclusive and safe working environment that supports continuous learning and leadership development, especially for women and underrepresented groups. ## Our community We're closing the connectivity gap and creating real impact where it's needed most. By expanding access to mobile money, digital tools and education, we empower individuals and communities to participate fully in the digital economy while building resilience and taking control of their futures. ## Our environment We recognise our responsibility to minimise environmental impact as we grow. Through our ambition to reduce emissions while adopting clean energy and improving circular economy practices, we ensure that our operations contribute to a more sustainable and climate-resilient Africa. ## Statement of commitment We recognise our responsibility in climate change mitigation, environmental protection, corporate governance, human rights and community development. We report our progress towards the United Nations Sustainable Development Goals (UN SDGs) and remain committed to upholding the Ten Principles of the United Nations Global Compact (UNGC). We remain wholly committed to maintaining and upholding responsible business practices guided by appropriate internal governance, the Sustainability Committee (a Board sub-committee) and oversight from the Board of directors. Our Sustainability Report 2025 has been developed by the head of sustainability and published separately on our website at www.airtel.africa. The report reflects our commitment to environmental, social and governance (ESG) practices and highlights our achievements, challenges and programmes that positively impact the environment and communities in which we operate. To maintain best practices in transparency and accountability, the report also aligns with the Global Reporting Initiative (GRI) framework, the GSMA's recommendations for the telecoms industry, London Stock Exchange (LSE) ESG guidelines and the Task Force on Climate-related Disclosures (TCFD). --- Transforming lives in action ## Rwanda: transforming lives through digital inclusion We know that access to digital services can unlock opportunity and help drive growth for whole economies as well as individuals – but we also know that affordability and lack of coverage can be challenging barriers to connection. Across our markets we aim to drive digital inclusion by making digital services more accessible to more people – both by expanding our 4G and 5G networks, and by making smartphone ownership and use an affordable reality. Alongside improving the coverage, quality and price of our data products, in many markets we work with manufacturers and handset financing companies on programmes that help make smartphones more affordable. In Rwanda, we’ve gone a step further, building on a transformational digital partnership with the Rwandan government aimed at accelerating smartphone use and digital inclusion that in its second year has seen smartphone ownership increase by 52%. The programme began in October 2023 when we partnered with the government’s ConnectRwanda 2.0 initiative, which set out to provide more than a million Rwandans with high-speed, cutting-edge LTE smartphones by the end of 2024, supported by a generous contribution by Reed Hastings, co-founder and Chairman of Netflix. The affordable smartphones were distributed with Airtel Africa SIM cards and tailored data packages. At the same time, we secured a 4G licence so that we could modernise our network to boost data capacity and fast-tracked the rollout of voice over LTE (VoLTE), which improves network quality and connection speed. ![img-74.jpeg](img-74.jpeg) “ Across our markets we aim to drive digital inclusion by making digital services more accessible to more people – both by expanding our 4G and 5G networks, and by making smartphone ownership and use an affordable reality. ” **Emmanuel Hamez** Managing director, Airtel Rwanda 95% total population covered by 4G network (+9.4% vs 2023/24) --- By November 2024, we'd achieved 95% 4G coverage in Rwanda, and become the first operator to offer VoLTE, activating a million VoLTE users within the first 30 days. Smartphone penetration in Rwanda has increased from 33.7% to 51.9% – showing the power of partnerships that draw on our business and sustainability strategy to overcome barriers and bridge the digital divide. **Transforming lives** in action ## Tanzania: working with the government to accelerate connections Rural communities are among the most underserved when it comes to financial and digital inclusion – which is why we work alongside governments and other partners in our markets to extend coverage and connect the unconnected. In Tanzania, the government has driven policies and programmes that extend telecoms services across the countryside, and we have worked with the government's Universal Communications Service Access Fund (UCSAF) to help bridge the divide to even the most remote villages. Through UCSAF's work since 2009, 91% of the population is connected to digital services. Since 2012, Airtel Tanzania has actively engaged in 18 UCSAF tenders, successfully securing project contracts worth approximately $23.3m. These funds have facilitated the construction of 404 telecom sites, improving connectivity for thousands of Tanzanians. In particular, for the government financial year ending June 2024, Airtel Tanzania contributed $4.4m as a service levy, emphasising its impressive commitment to universal service obligations. ![img-75.jpeg](img-75.jpeg) **81%** total population covered by 4G network in Tanzania **$4.4m** contribution as a service levy --- # Airtel Africa Foundation ## Empowering communities, touching lives Airtel Africa has always been dedicated to transforming lives, including through a range of philanthropic programmes designed to support education, communities and the environment. In June 2024, the Airtel Africa Foundation was established as the philanthropic arm of Airtel Africa plc, with the mission of empowering communities across the company's 14 markets in sub-Saharan Africa through financial inclusion, education, environmental protection and digital inclusion (FEED). Chaired by Olusegun Ogunsanya, former CEO of Airtel Africa plc, the Airtel Africa Foundation seeks to unlock opportunities for people across the continent and act as a catalyst for transformative change. It focuses particularly on addressing digital inequalities and promoting socio-economic development, especially among underserved and less privileged communities, aiming to build strategic partnerships and impactful programmes. ![img-76.jpeg](img-76.jpeg) ### The Foundation's approach Given Airtel Africa's role as a telecoms business, the Foundation believes in the transformative power of technology, especially the internet, for socio-economic The Foundation has four objectives: - Increase financial literacy and access to digital financial services - Expand access to education - Promote sustainable environmental services - Enhance access to use of digital technologies “ The Airtel Africa Foundation seeks to unlock opportunities for people across the continent and act as a catalyst for transformative change. ” Olusegun Ogunsanya Chair, Airtel Africa Foundation --- empowerment. However, without the right policies, partnerships and human capital, Africa will not have the enabling environment to effectively harness the power of digital technology. Deteriorating ecosystems and the climate crisis could also hinder Africa's technological development. Overcoming these barriers will, therefore, be the driving spirit behind the projects and partnerships that the Foundation pursues and supports. --- Transforming lives in action ## Connecting schools to the internet in partnership with UNICEF From 2025/26 onwards, the Airtel Africa Foundation will oversee and monitor the delivery of the five-year, $57m landmark partnership between Airtel Africa and UNICEF that began in 2022 with the goal of accelerating digital learning across Africa and transforming the lives of over one million schoolchildren. The partnership has so far connected 2,176 schools to the internet, providing thousands of learners with access to quality digital education resources and training more than 33,400 teachers on how to use them effectively. In addition, we zero rated 30 government-approved learning platforms which are free for users to access. ![img-77.jpeg](img-77.jpeg) ## Celebrating the Nigeria Learning Passport (NLP) In February 2025, our CEO Sunil Taldar and other executive leaders joined chief of UNICEF's Lagos field office, Celine Lafoucriere, and senior Lagos education officials for a field trip to St. Agnes Primary School, Maryland, Lagos. With support from our partnership with UNICEF, teachers and pupils at the school now have access to the Nigeria Learning Passport, an online e-learning platform that enables continuous access to quality education. ![img-78.jpeg](img-78.jpeg) “Education is critical for Africa's future, with more than 40 percent of the population is below 15 years. Our work with UNICEF ensures standardised digital learning through the Nigeria Learning Passport, providing connectivity and devices to students and teachers. “Sunil Taldar CEO, Airtel Africa --- Transforming lives in action ## Promoting **technology leaders** in Africa In September 2024, the Airtel Africa Foundation launched the Airtel Africa fellowship programme, investing $500,000 to support ten undergraduate students over four years as a first step towards building advanced IT skills among the next generation of technology leaders in Africa. The first fellowship cohort consists of five women and five men, currently pursuing a BSc in data science and artificial intelligence at the Indian Institute of Technology Madras (IITM) in Zanzibar, Tanzania. The fellowship covers full tuition and provides an annual stipend of $500 for living expenses. ![img-79.jpeg](img-79.jpeg) --- # TCFD disclosures Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related and climate-related risks and opportunities. The climate-related financial disclosures contained in this report are consistent with the TCFD recommendations and recommended disclosures and the 'Guidance for All Sectors' as contained in section C of the TCFD Annex, except for metrics and targets (b) with respect to disclosure of scope 3 emissions. These disclosures also meet the Climate-related Financial Disclosures (CFD) requirements under the Companies Act. While we've published our scope 3 emissions data under the metrics and targets (b) recommendations, our scope 3 data is, and will be, disclosed with a time lag of one year to allow for reasonable verification and accuracy checks of scope 3 emissions data received from our supply chain partners. We rely on our supply chain partners, especially our towerco partners, to extract data with respect to our scope 3 emissions. This data, in most cases, is not readily available and after becoming available, we subject it to some reasonable verification for accuracy before we're able to publish. We expect to continue working closely with our towerco partners over the coming years to allow for ready access to scope 3 emissions data which will, in turn, allow us to report this data without any time lag. Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related and climate-related risks and opportunities. This is evidenced by the progress we've made in complying with the TCFD recommendations and recommended disclosures. We understand that this is a journey, and we are committed to continue to assess, on an ongoing basis, our risk management processes, climate actions ### Governance Disclose the organisation's governance around climate-related risks and opportunities. ### Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning where such information is material. ### Risk management Disclose how the organisation identifies, 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. --- and metrics to align with our business, climate risk and opportunities and the expectations of our stakeholders. > For more information about our journey towards a net zero future, visit www.airtel.africa --- ## Our pathway to TCFD-aligned reporting We've made significant progress in our climate risk assessment and reporting process in line with the TCFD recommendations. The table below summarises our compliance with each of the TCFD recommendations and key actions taken this year: Update on planned actions from last year's report: Key: TCFD recommendations Airtel Africa response ### Governance Describe the Board's oversight of climate-related risks and opportunities Describe management's role in assessing and managing climate-related risks and opportunities Compliance to recommendation: Yes Reference information: See Board oversight Compliance to recommendation: Yes Reference information: See management's role Actions taken this year: The Board, through the Sustainability Committee (the Board sub-Committee), maintained oversight over our climate risks and opportunities and the implementation of our sustainability strategy. The committee meets every two months and reviews progress and action plans across all pillars of our sustainability strategy, especially with respect to our carbon emissions. ### Strategy Describe the climate-related risks and opportunities the organisation has identified over the short, medium and Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or Compliance to recommendation: Yes Compliance to recommendation: Yes Compliance to recommendation: Yes --- Reference information: See Climate risks and opportunities Reference information: See Impact on strategy and planning Reference information: See Resilience of strategy Actions taken this year: We took further steps this year to align our climate strategy with our business strategy and needs through the renewal of tower lease agreements with American Tower Corporation (ATC) for approximately 7,100 sites across Kenya, Niger, Nigeria and Uganda, and with medium-term cost benefits for the Group through contractual terms addressing renewable energy transition and component of cost linked to foreign currency. See more in note 5(e). Our business plans to manage the impact of diesel fuel cost increases by adopting alternative energy sources across our network were further accelerated. ## Risk management Describe the organisation's processes for identifying and assessing climate-related risks Describe the organisation's processes for managing climate-related risks Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk Compliance to recommendation: Yes Reference information: See Risk identification process Compliance to recommendation: Yes Reference information: See Risk management process Compliance to recommendation: Yes Reference information: See Risk integration Actions taken this year: To address risks around energy usage and consumption across our operations to allow for the rationalisation of diesel fuel consumption, we conducted an independent third-party assessment of our energy utilisation and recording process. This review not only eliminates the risks of lack of optimisation of power consumption across our business but provides a basis to accurately understand the key drivers of our energy consumption within our operating footprint. --- ## Metrics and targets Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk Compliance to recommendation: Yes Reference information: See Metrics disclosure Disclose scope 1, 2 and (if appropriate) scope 3 GHG emissions and the related risks Compliance to recommendation: Yes Reference information: See GHG emissions data Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against Compliance to recommendation: Yes Reference information: See Targets # Actions taken this year: This year, we conducted an independent review of selected climate-related metrics and identified opportunities to improve the accuracy of our data collection and reporting process, especially with respect to energy consumption across our organisation. The necessary changes from this review are now being implemented across our operating markets. ## Governance # Describe the Board's oversight of climate-related risks and opportunities The Board has an overall responsibility for the management of our climate-related risks and opportunities (CROs). Our Board maintains this oversight through two of its committees: the Audit and Risk Committee (ARC) and the Sustainability Committee. The ARC oversees our risk management processes, including the assessment and mitigation of CROs. See the Audit and Risk Committee report for details of our ARC meetings and the frequency of meetings in the year. The Sustainability Committee meets every two months. It oversees the implementation of our sustainability strategy, including the climate response actions set out within the environmental pillar of the strategy. It is responsible for sustainability programmes and initiatives, budget requirements, and reviewing the development of performance objectives to track the achievement of both short- and long-term goals. The committee's work also includes the consideration of climate impact with respect to the Group's capital expenditure (capex) in line with the Group's sustainability strategy as approved by the Board. During the year, there were no acquisitions or divestments in the Group's business but, in case of any such event, appropriate climate consideration will fall within the remit of the committee's work. Our CEO currently chairs the Sustainability Committee and attends every ARC and the Executive Risk Committee (ERC) meetings. He provides a direct link to the management of CROs as does our Board sustainability champion, Annika Poutiainen, who also attends Board, ARC and 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 management, will seek approval for any actions. ### Describe management's role in assessing and managing climate-related risks and opportunities Through the ERC, our leadership oversees our risk management processes, including the assessment and development of mitigation actions for CROs. The ERC meets every quarter. Our Executive Committee (ExCo) ensures that climate actions are integrated into our operational business strategy. The two components of our strategy towards CROs are reduction of GHG emissions and environmental stewardship. In light of this two-pronged approach, our chief technology officer and chief supply chain officer jointly lead 'Our environment' pillar of the sustainability strategy. Our comprehensive asset audit shows that energy use from data centres, network operating centres and infrastructure sites constitute a large percentage of the total energy consumption within our business. So, our chief technology officer oversees the strategy to bring energy-efficient initiatives into our core operational processes. Furthermore, a significant number of our infrastructure sites are owned by towercos, and we lease space from them. Our chief supply chain officer leads our efforts to generate climate action from the towerco partners to achieve energy efficiency and reduce GHG emissions. Our head of sustainability leads our climate-related programmes and ensures a seamless integration between our business strategy and climate response actions. The head of sustainability reports to the CEO who chairs the Sustainability Committee. #### Board of directors Overall responsibility for the management of the Group's climate-related risks Board committees #### Audit and Risk Committee (ARC) Oversees our risk management processes, including the assessment and mitigation of climate-related risks #### Sustainability Committee Responsible for the implementation of our sustainability strategy, including climate response actions described in the Sustainability Report 2025 Executive leadership --- ### Executive Risk Committee (ERC) Identifies, assesses and develops mitigation actions for climate-related risks ### Executive Committee (ExCo) Ensures integration and implementation of climate-related actions within functional strategy and operating plans ### Head of sustainability Responsible for leading the implementation of our sustainability strategy, including its climate-related actions ## Strategy: risks and opportunities Describe the climate-related risks and opportunities the organisation has identified over the short-, medium- and long term. Following the work on our climate scenario analysis, our climate risks and opportunities are now aligned with our business model and the geographical spread of our operations. In assessing our climate risks and opportunities, we have taken a disaggregated approach. Whereas some physical risks apply to all our markets, there are certain climate risks that are peculiar to specific countries. For instance, the risks of tropical storms and cyclones are localised to Madagascar and Malawi within our country portfolio while the risk of extreme temperature increases, which negatively impact cooling costs, are more significant for countries located in arid regions such as Chad, Niger and parts of Northern Nigeria. These factors were built into our modelling process to ensure we get a credible assessment of our most significant climate risks, and they're prioritised for the attention of our executive management and the Board. Our climate scenario analysis has been conducted looking at three horizons – short-, medium- and long term. For medium term, we've considered a period between 5-10 years as this aligns with the Group's planning time frame. The Group prepares a ten-year strategic business plan which is used for forecasting purposes and capital investment decisions, and aligns with the average life of our regulatory licences and network assets. Additionally, our medium-term carbon intensity reduction target for scope 1 and 2 emissions is set at ten years from 2022 baseline which also aligns with this medium-term timeframe. Consequently, we've taken timeframes of greater than ten years as 'long term' and periods less than five years as 'short term' in our scenario modelling. This ensures that our scenario planning periods align closely with our strategic business plans and carbon reduction targets. We've assessed each climate risk and opportunity for likelihood, velocity and financial materiality. ## Transition risks --- | Risk type and nature of impact | Planning horizon to address CRO | Likelihood, velocity and materiality assessment of CRO scores | | | | --- | --- | --- | --- | --- | | | | Likelihood | Velocity | Financial materiality | | **Customer pressure** Change in customer expectations regarding the Group's climate action leading to a decrease in sales negatively affecting revenues. | Medium term (5–10 years) | 3 | 2 | NAQ^{1} | | **New regulations** Introduction of carbon taxes in the Group's operating markets adversely impacting profitability. | Medium term | 1 | 3 | 2 | | **New regulations** Lack of a credible action on climate change could result in increased stakeholder advocacy negatively impacting our operations and, in turn, revenues. | Medium term | 2 | 2 | NAQ | | **New regulations** Increase in energy prices for use in logistics, own sites and leased assets in the event carbon taxes are imposed leading to an increase in cost. | Medium term | 2 | 3 | 4 | | **Shareholder/stakeholder advocacy** Increasing requirements for mandatory disclosures of climate performance and climate risks with possible inaction leading to negative sentiments from customers, suppliers and lenders leading to decreased revenues and/or increased cost. | Short term (3 years) | 3 | 2 | NAQ | | **Reputation** Damage to brand reputation arising from a perceived lack of action on climate initiatives. | Short term | 2 | 2 | NAQ | --- | Risk type and nature of impact | Planning horizon to address CRO | Likelihood, velocity and materiality assessment of CRO scores | | | --- | --- | --- | --- | | | | Likelihood | Financial materiality | 1 NAQ – Not assessed quantitatively. Suitable parameter not identified for quantitative assessment and analysis was carried out using qualitative assessment of velocity and likelihood. ## Physical risks | Risk type and nature of impact | Planning horizon to address CRO | Likelihood, velocity and materiality assessment of CRO scores | | | | --- | --- | --- | --- | --- | | | | Likelihood | Financial materiality | Velocity | | **Flooding** Increase in frequency and severity of flooding attributed to rising sea level and/or increases in rainfall could damage our infrastructure, such as data centres, office buildings and tower sites. | Long term (10+ years) | 4 | 3 | 4 | | **Extreme weather events** Increase in frequency and severity of extreme weather events, such as tropical storms, cyclones and typhoons, could result in damage to our infrastructure. | Long term | 4 | 3 | 1 | | **Heat** Increase in temperatures and the duration of high temperatures may result in increased cooling requirements for data centres and, consequently, increased operating costs in some of our markets. | Long term | 4 | 3 | 1 | | **Business disruptions** Loss of revenue and productivity due to business disruptions attributed to climate-related physical events, such as cyclones, coastal and river flooding. | Long term | 3 | 3 | 5 | --- ## Opportunities | Risk type and nature of impact | Planning horizon to address CRO | Likelihood, velocity and materiality assessment of CRO scores | | | | --- | --- | --- | --- | --- | | | | Likelihood | Velocity | Financial materiality | | **Enhanced market valuation** Improved ESG performance will have a positive effect on share price performance and investors' perception. | Short term | 2 | 2 | NAQ | | **Access to capital** Increased access to, and lower cost of, sustainable financing options. | Short term | 2 | 2 | 1 | | **Cost efficiency** Adopting renewable energy sources, such as solar and other environmentally friendly solutions, will enhance business processes. | Medium term | 4 | 3 | 1 | | **Reputation** Improved company reputation will help us to attract and retain customers and employees, reducing customer acquisition and HR-related costs. | Medium term | 2 | 2 | NAQ | ## How we assess CROs | Assessment of CRO | Financial thresholds | Level | Score | Threshold | Period | | --- | --- | --- | --- | --- | --- | | **Likelihood** | | Very high | 4 | 25% | | | - Score based on the consistency of outcome when comparing current policy scenarios with transition scenarios (or high temperature scenarios for physical risks). - The more closely aligned the outcomes on a directional basis, the higher the likelihood score. | | High | 3 | 50% | | | | | Medium | 2 | 100% | | | | | Low | 1 | | | | **Velocity** | | Short term | 4 | | 1–5 years | | - Score based on the speed of development of external root causes that drive the CRO as assessed under the transition scenarios (or high-temperature scenarios for physical risks). - The speed at which a CRO is evolving and changing as compared to the baseline is also taken into account (e.g., higher the speed, higher the score). | | Medium term | 2 | | 5–10 years | | | | Long term | 1 | | 10+ years | | | | | | | | | **Financial materiality** | <$10m | 1 | | | | | - Score is based on the estimated negative impact to revenues or costs for risks and positive impact to revenues or costs for opportunities. - Financial impact calculations are performed with the aim of providing a scale of the materiality of each assessed CRO, for the purpose of focusing on the most relevant and important ones. | $10m–$20m | 2 | | | | | | $20m–$30m | 3 | | | | | | $30m–$50m | 4 | | | | | | $50m–$100m | 5 | | | | | | | | | | | --- | Assessment of CRO | Financial thresholds | Level | Score | Threshold | Period | | --- | --- | --- | --- | --- | --- | | • These initial estimates do not represent an exact prediction of the impact of the CROs but rather an order of magnitude to facilitate prioritisation. | $100m–$300m | 6 | | | | | | $300m–$400m | 7 | | | | | | $400m–$450m | 8 | | | | | | $450m–$500m | 9 | | | | | | >$500m | 10 | | | | ## Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning Our refreshed strategy incorporates sustainability as a key enabler. This reflects our ambition to deliver profitable growth in the long term by integrating sustainability into the core of our business strategy. 'Our environment' pillar, encompassing climate risks and opportunities, is one of the four pillars of our sustainability strategy. This highlights our commitment to minimise the impact of our operations on the environment. Our strategic and financial planning processes are closely aligned with our sustainability strategy and our ambition to achieve net zero emissions by 2050 across our operations. Specifically, we've seen an acceleration of this integration between our strategic plans and climate response actions due to significant fuel price inflation in some of our markets which has put a strain on our operating costs. This has allowed us to take significant steps to accelerate our transition planning to renewable energy sources in collaboration with our towerco partners as part of our risk mitigation plans and strategic response to this risk. This example shows that our climate action plan and strategic planning processes are not separate processes but an integrated approach to do what is best for our business, our stakeholders and the environment. In parallel, we continue to actively participate in industry initiatives, such as the GSMA's Climate Action Taskforce and the biodiversity project group. Through these, we work with industry peers to find common solutions to address the climate crisis and the challenges faced by the industry players as they develop credible carbon emissions reduction plans. ## Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario In 2023/24, we conducted a scenario analysis exercise to assess the resilience of our business against the climate risks and opportunities we are faced with. The result of this scenario analysis is summarised below. The scenario testing was done under three scenarios: 1. Current policies scenario: global temperature at c. 3°C (no climate action) 2. High temperature scenario: global temperature greater than c. 3°C (extreme case) 3. Net zero Paris Agreement-aligned scenario: global temperature at c. 1.5°C (transition to net zero). ## Transition risks For transition risks, we tested current policies scenario (no climate action, global temperature at c. 3°C) and net zero Paris Agreement aligned scenario (transition to net zero, global temperature at approximately 1.5°C). We selected this scenario to test our transition risks as the likelihood of being confronted with transition risks will be higher in a net zero Paris- --- aligned scenario. Our analysis showed that the most material transition risks were: - increases in operating costs arising from direct carbon price (including carbon taxes) on lease assets and network equipment, and - potential introduction of carbon taxes in our operating markets. To mitigate these risks, the Group would need to embrace early adoption of clean energy sources to mitigate the negative impact of to higher energy costs driven by direct carbon prices or taxes. ## Physical risks For physical risks, we tested current policies scenario (no climate action, global temperature at approximately 3°C) and high temperature scenario (extreme case, global temperature greater than approximately 3°C). We've selected the high temperature scenario to test our physical risks because as global temperature continues to rise, so would the negative impact of climate change resulting in extreme weather events capable of causing increasing damage to our physical infrastructure. From this scenario testing, the material physical risks identified were: - increase in river and coastal flooding in our operating markets with the potential to disrupt operations - damage to physical infrastructure and negative impact on revenues - increase in air temperature resulting in increased cooling requirements and, consequently, higher energy costs - extreme weather events such as tropical cyclones peculiar to two of our markets: Madagascar and Malawi. The outcome of this scenario means we would need to implement necessary business resiliency plans to protect our critical physical infrastructure such as data centres and office buildings against the risk of flooding and extreme weather events and develop ways to improve the efficiency of our cooling operations, including cleaner sources of energy to address increased cooling needs. ## Opportunities For opportunities, we tested current policies scenario (no climate action, global temperature at approximately 3°C) and net zero Paris Agreement-aligned scenario (transition to net zero, global temperature at approximately 1.5°C). This scenario was considered --- appropriate as the business will be more likely to benefit from the relevant opportunities of an early transition towards net zero than in a high temperature scenario. Our most significant opportunities were improved cost efficiencies from adopting energy efficient and environmentally friendly technology or energy sources and improvement in share price valuation due to favourable investor sentiments as a result of actions taken by the Group to achieve net zero. There has been no significant change in our business requiring a refreshed scenario analysis ## 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 classification of climate risk has been completed using the TCFD's recommendations around physical and transition risks. See Our pathway to TCFD aligned reporting for details of our enterprise risk management framework. Our climate risks identification process includes an assessment of existing legal obligations, for instance loan covenants, regulatory requirements in our operating jurisdictions and a continuous review of our external context to identify emerging risk themes that could have a material impact on our business. As climate change has been recognised by the Board as an emerging risk, this receives the ongoing attention of the Sustainability Committee and the Audit and Risk Committee as part of our risk review process. We mitigate physical climate risks through our business continuity management processes as well as the current initiatives to address climate risks. The details of these initiatives are contained within the environmental pillar of our this year. Preliminary work is already underway to refresh the climate-related scenario analysis for the Group in the new financial year in line with best practice. We expect to publish the refreshed scenario analysis outcome in the Annual Report 2026. We will continue to monitor the evolution of the climate challenge across our business and countries of operations, and incorporate these into our refreshed climate-related scenario analysis to ensure our climate response plans are aligned to the challenges faced by our business. sustainability strategy – see the Sustainability Report 2025 on www.airtel.africa. ### Describe the organisation's processes for managing climate-related risks The Group Executive Risk Committee (ERC) assesses and mitigates climate-related risks, with oversight by the Board through the Audit and Risk Committee and the Sustainability Committee. The Sustainability Committee directly oversees the implementation of our sustainability strategy, including climate-related actions and programmes related to our environmental objectives. The committee meets every two months. Materiality assessment for risk mitigation is carried out on the basis of financial impact as are other business risks. Those risks where financial materiality (or impact) cannot be readily assessed are assessed qualitatively. Our head of sustainability is primarily responsible for the development and implementation of our climate response actions. > See a detailed overview of our risk management process and framework ### Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk management The process of identifying and managing climate-related risks follows our existing enterprise risk management framework which allows for a uniform approach across the Group --- for risk management. However, our process for climate risk assessment and prioritisation departs from our standard enterprise risk management process. We rely on the use of climate risk frameworks such as the TCFD to categorise our climate risks as well as various external climate data sources to assess the drivers of our climate risks and While we use impact and likelihood scales for assessing enterprise risk across our business, for climate risks we use three parameters for risk assessment – likelihood, velocity and potential financial impact. We use both qualitative and externally available quantitative data sets as part of our scenario analysis to determine the resilience of the business and for the prioritisation of climate risks. We've identified appropriate quantitative metrics for measuring and tracking the impact of climate on our operations, and we will continue to review and identify other suitable metrics to reliably assess and measure our climate risks and opportunities on an ongoing basis. ## Metrics and targets Disclose the metrics used by the organisation to assess climate-related | Metrics | Measure | | --- | --- | | Scope 1 emissions | tCO_{2}e | | Scope 2 emissions | tCO_{2}e | | Scope 3 emissions | tCO_{2}e | | Total energy consumption | kWh | Disclose scope 1, 2 and, if appropriate, scope 3 greenhouse gas (GHG) emissions, and the related risks Since the launch of our sustainability strategy in October 2021, we've been focused on understanding our scope 1, 2 and 3 emissions. We've developed internal methodology to accurately capture and report on our scope 1, 2 and 3 emissions. For our scope 1 and 2 emissions data, where dependency on external partners is not required, we're able to collect and report this data in line with our reporting cycle. For our scope 3 emissions data, which requires collection and verification from external partners, we're only able to report this with a lag of one year to ensure our scope 3 data has been subjected to reasonable internal verification before it's reported. Our scope 3 emissions data will be published when the full data is available from our partners and fully verified. We continue to engage with our partners to ensure full alignment of our climate agenda with their internal plans and commitments. opportunities. We've been supported by an external advisory agency in developing impact assessment for various climate scenarios. The output feeds back into our risk governance and management processes allowing for a more robust climate risk discussion by our executive leadership and the Board of directors. risks and opportunities in line with its strategy and risk management process We use the following metrics to measure and assess the impact of climate-related risks and opportunities (CROs) on our business. We will continue to assess the suitability of additional metrics that can be reliably measured for a more robust assessment of our CROs. We've considered cross-industry metrics as per the TCFD implementing guidance and the cross-industry metrics we report on currently are our absolute emissions for scopes 1, 2 and 3 and total energy consumption. We'll continue to assess the suitability of reporting on other cross-industry metrics in the future as appropriate. Additionally, we do not currently use any internal carbon price for reporting our carbon emissions. --- | | Measure | 2021/22 (baseline) | 2023/24 | 2024/25 (current year) | | --- | --- | --- | --- | --- | | Scope 1 emissions | tCO_{2}e | 65,180 | 82,871 | 89,869 | | Scope 2 emissions | tCO_{2}e | 50,539 | 45,632 | 44,151 | | **Total scope 1 and 2 emissions** | tCO_{2}e | **115,719** | **128,503** | **134,021** | | Scope 3 emissions | tCO_{2}e | 792,336 | 891,182 | n/a* | | **Total** | tCO_{2}e | **908,055** | **1,019,685** | **–** | | Energy consumption | KWh | **123,597,014** | **434,373,723**** | **448,050,273** | --- * Scope 3 emissions for 2024/25 will be published with a lag of one year ** During the year, the methodology for calculating energy consumption was revised from the previously reported 244,458,353 KWh. For further detail, see 'Our journey towards a net zero future' on our website at www.airtel.africa ## Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets In 2024/25, we continued to assess and refine our decarbonisation initiatives as part of our broader ambition to achieve net zero by 2050. We also remain focused on our near-term target¹ of reducing carbon emissions intensity² by 62% from 2022 baseline levels. We continue to track carbon emissions intensity in the near term to reflect the continued growth in our business as we reach underserved communities to drive digital and financial inclusion. The Group considers reporting the reduction of absolute carbon emissions from the existing assets since 2022 baseline no longer adequate as it does not reflect the ongoing growth of the business. During the reporting period, our absolute scope 1 and 2 emissions increased by 4.3% compared to the previous year. However, as of 31 March 2025, we achieved a 14% reduction in emissions intensity, reaching 3,013 tCO₂e/MW – down from our 2022 baseline of 3,515 tCO₂e/MW – and a 5% reduction compared to the previous year (3,175 tCO₂e/MW). External challenges during the year impacted our ability to reduce carbon emissions intensity at the pace we had anticipated. In Zambia, a severe drought significantly reduced grid availability – from 24 hours to just six hours per day – requiring increased use of diesel generators to maintain service reliability. In Malawi, we took over energy provisioning for sites previously operated by tower companies (towercos), resulting in a reclassification of related emissions from scope 3 to scope 1 and 2. After adjusting for these exceptional factors, we estimate that our carbon emissions intensity in 2024/25 would've declined by approximately 20% from 2022 baseline levels. We remain committed to meeting our near-term target and continue to identify opportunities to reduce emissions as we work toward our 2050 net zero ambition as disclosed in our sustainability strategy. We'll continue to evaluate the identification of other suitable KPIs which are most aligned to our climate risks and opportunities. Members of our ExCo are financially incentivised to reduce our carbon footprint, and our incentive plan includes performance targets against achievement of our broader sustainability strategy. These incentives are linked to the key result areas (KRAs) and the long-term incentive plan (LTIP) of our ExCo members as part of the annual performance evaluation process. The incentive plan is designed to ensure continued focus and delivery of year-on-year tactical plans which are important for the delivery of our long-term climate commitments. 1 Target year for near-term reduction of emissions: 2032 (based on a 2022 baseline). 2 Emissions intensity is defined as scope 1 and 2 emissions (tCO₂e) per MW of network capacity. --- # Non-financial and sustainability information statement Produced in compliance with Sections 414CA and 414CB of the Companies Act 2006. Information incorporated by cross reference. Further non-financial information is available in our Sustainability Report 2025 and on www.airtel.africa, including actions we take to manage our environmental and social impact. The due diligence carried out for each policy is contained within each respective policy's documentation. | Reporting requirement and approach | Relevant policies and standards | Information related to policies and any due diligence processes | | --- | --- | --- | | **Environmental matters** | - Environmental policy - Occupational health and safety policy statement - Community grievance mechanism - Code of Business Ethics for partners and suppliers | - Sustainability Report 2025 (see www.airtel.africa) - 'Our journey towards a net zero future' (see www.airtel.africa) - Carbon accounting methodology (see www.airtel.africa) - KPIs | | **Our people** | - Code of Conduct - Responsible marketing policy - Occupational health and safety policy statement - Whistleblowing policy | - KPIs - Stakeholder engagement: 'Our people' - Managing our risk - Directors' remuneration report - Sustainability Report 2025 (see www.airtel.africa) | | **Social matters** | - Code of Conduct - Stakeholder engagement policy - Whistleblowing policy | - KPIs - Section 172 statement - TCFD disclosures - Sustainability Report 2025 (see www.airtel.africa) | | **Respect for human rights** | - Code of Conduct - Human rights policy - Modern slavery policy statement - Code of Business Ethics for partners and suppliers - Whistleblowing policy | - Stakeholder engagement: 'Our people' - Human rights and modern slavery policy statement (see www.airtel.africa) - Sustainability Report 2025 (see www.airtel.africa) | | **Anti-corruption and bribery** | - Code of Conduct - Anti-bribery and corruption policy (ABAC) - Gifts and entertainment policy - Data protection and privacy policy | - Audit and Risk Committee Report - Directors' Report: anti-bribery and corruption, political donations - Data protection and privacy policy (see www.airtel.africa) | | Description of principal risks relating to matters above | | - TCFD disclosures - Managing our risk | ## Non-financial KPIs ### Climate Reduction of GHG emissions - 'Our journey towards a net zero future' (see www.airtel.africa) - Carbon accounting methodology (see www.airtel.africa) - Environmental policy (see www.airtel.africa) --- | Reporting requirement and approach | Relevant policies and standards | Information related to policies and any due diligence processes | | --- | --- | --- | | **Diversity and inclusion** Gender representation and ethnicity representation of our senior management team (percentage) | - Code of Conduct | - FCA disclosure tables | | **Health and safety** Total recordable injury frequency rate (TRIFR) | - Occupational health and safety policy | - Sustainability Report 2025 (see www.airtel.africa) | | **Sustainability KPIs** - Population covered by mobile network - Scope 1 and 2 emissions - Total energy consumption - Gender balance | | - Sustainability Report 2025 (see www.airtel.africa) | | **Other disclosures** | | | | Business model description | | - Business model | --- # TCFD index Our TCFD disclosures can be found in the following sections: ## Governance **TCFD recommendation:** Disclose the organisation's governance around climate-related issues and opportunities. ### TCFD recommended disclosure Describe the Board's oversight of climate-related risks and opportunities. ### Where reported TCFD disclosures – Board oversight ### TCFD recommended disclosure Describe management's role in assessing and managing climate-related risks and opportunities. ### Where reported TCFD disclosures – Management's role ## Strategy **TCFD recommendation:** Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation's business, strategy and financial planning where such information is material. ### TCFD recommended disclosure Describe the climate-related risks and opportunities the organisation has identified over the short, medium- and long term ### Where reported TCFD disclosures – Climate risks and opportunities ### TCFD recommended disclosure Describe the impact of climate-related risks and opportunities on the organisation's businesses, strategy and financial planning. ### Where reported TCFD disclosures – Impact on strategy and planning --- #### **TCFD recommended disclosure** Describe the resilience of the organisation's strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. #### **Where reported** TCFD disclosures – Resilience of strategy ## Risk management **TCFD recommendation:** Disclose how the organisation identifies, assesses and manages climate-related risks. #### **TCFD recommended disclosure** Describe the organisation's processes for identifying and assessing climate-related risks. #### **Where reported** TCFD disclosures – Risk identification process #### **TCFD recommended disclosure** Describe the organisation's processes for managing climate-related risks. #### **Where reported** TCFD disclosures – Risk management process #### **TCFD recommended disclosure** Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation's overall risk management. #### **Where reported** TCFD disclosures – Risk integration process ## Metrics and targets **TCFD recommendation:** Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. #### **TCFD recommended disclosure** --- Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process. # **Where reported** TCFD disclosures – TCFD metrics # **TCFD recommended disclosure** Disclose scope 1, 2, and, if appropriate, scope 3 GHG emissions, and the related risks. # **Where reported** TCFD disclosures – GHG emissions data # **TCFD recommended disclosure** Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. # **Where reported** TCFD disclosures – Targets We consider the information in our TCFD disclosures, taken together with our climate-related non-financial KPIs of this report, to be compliant with the disclosure requirements of Section 414CB of the Companies Act, as amended by the UK CFD Regulations. --- --- # Statement on Section 172 --- In accordance with the requirements of Section 172 of the Companies Act 2006 (the Act), the directors consider that, during the financial year ended 31 March 2025, they've acted in a way that they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole, having regard to the likely consequences of any decision in the long term and the broader interests of other stakeholders, as required by the Act. For more information in support of this statement and key decisions, see corporate governance and our stakeholders Strategic Report was approved by the Board of directors and signed on its behalf by Sunil Taldar, CEO, on 7 May 2025. Section 172 **a) The likely consequences of any decision in the long term** **b) The interests of the company's employees** **c) The need to foster the company's business relationships with suppliers, customers and others** **d) The impact of the company's operations on the community and environment** **e) The desirability of the company maintaining a reputation for high standards of business conduct** **f) The need to act fairly as between members of the company** Find out more - Strategic Report - Engaging with our stakeholders - Sustainability Report 2025 - Strategic Report - Engaging with our stakeholders - Remuneration Committee report - Sustainability Report 2025 - Strategic Report - Engaging with our stakeholders - Sustainability Report 2025 - Strategic Report - Engaging with our stakeholders - TCFD disclosures - Sustainability Report 2025 - How we manage our risk - Engaging with our stakeholders - Audit and Risk Committee report - Sustainability Report 2025 - Strategic Report - Engaging with our stakeholders - Remuneration Committee report - Sustainability Report 2025 --- # Our long-term viability statement 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 tests to assess the resilience and strength of our forecasts. In accordance with provision 31 of the 2018 UK Corporate Governance Code, the Board of directors 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 in the underpenetrated African telecoms 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 financing arrangements, and - Key macroeconomic and political developments which impact on our headroom and liquidity include currency devaluation, inflation, fiscal policies and sovereign credit ratings. Our visibility of the impact that these factors have on debt markets generally reduces past three years. 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 a reasonable degree of confidence in forecasting liquidity while assessing longer-term prospects. Although our long-term viability assessment is performed over a three-year period, which matches the current tenure of our financing arrangements as a matter of prudence, the Group also assessed viability on a five-year time horizon. Given the maturities of our existing financing arrangements, which are materially within the three-year period, the assessment on this five-year period did not result in material changes in conclusion as compared to the three-year assessment period. To test goodwill impairment, 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. against the three-year period for viability assessment which focuses on the Group's liquidity. ## Board's assessment ### Assessment period The viability assessment is based on our current business model, a three-year prospect horizon and our strategy. ### Long-term prospects and headroom analysis Our three-year plan has been prepared considering organic growth potential in the --- geographies where we operate. ### **Principal risk assessment** See our risk evaluation in Principal risks and mitigation. While each principal risk has been carefully evaluated both individually and collectively, and an adequate monitoring and mitigation plan has been defined, we've also considered sensitivity analysis and stress tests on the three-year projections. ### **Scenario analysis** We've quantified the impact of sensitivities on cash and liquidity headroom availability, both individually and collectively, in a reasonable worst-case scenario. In assessing the impact of sensitivities on cash and liquidity headroom, we've considered various mitigating actions which could be undertaken to ensure sufficient liquidity. Assessment of headroom based on forecast cash flows and sensitivities to assess our ability to meet future commitments and liabilities as they fall due over the next three years. In assessing the Group's longer-term prospects, the directors have considered the demand potential for 4G and 5G services in the 14 markets in which the Group operates. While continuing to invest in 5G network to be ready for future demands, in the short to medium term, the Group will continue to focus on its strategy to expand data services, increase data customer penetration by leveraging and expanding its 4G network and expanding home broadband (HBB) services and enterprise solutions across its key markets. In assessing mobile money's longer-term prospects, the Group considered that it operates in countries with limited traditional banking services, high cash dependence and high cost of banking which presents significant opportunities to expand the mobile money business. The Group's mobile money value proposition aims at safety, ease and convenience, assured float and cash availability, and trust. Additionally, mobile money continues to leverage the GSM business by onboarding more mobile services customers, build a strong merchant ecosystem and expand distribution channels. For both mobile services and mobile money, the Group's strategy is focused on delivering a great customer experience as a driver of sustainable growth. --- This assessment is prepared based on our business strategy. Adequate sensitivities and stress tests have been conducted through various scenarios, both individually and collectively, based on our overall risk assessment framework. Our multinational footprint means we're constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in our markets. We derive revenue and incur costs in local currencies where we operate, but we also incur costs in foreign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements in exchange rates between the currencies in our OpCos and the US dollar could have a negative effect on our liquidity, financial condition and long-term prospects. In some markets, we face instances of limited supply of foreign currency within the local monetary system. This negatively impacts our ability to make timely foreign currency vendor payments and constrains our ability to fully benefit at the Group level from strong cash generation by those OpCos. Given the severity of this risk, especially in some OpCos, the Group's management continuously monitors the potential impact of exchange rate fluctuations as well as the limited supply of foreign currency, and performs stress tests while assessing the Group's liquidity and prospects. The Group factors in the limited supply of foreign currency by way of considering potential devaluation, noting that an actual devaluation in future might result in better availability of foreign currency. In Nigeria, we've seen some encouraging macroeconomic signs in the past couple of quarters with inflation trending down, improved forex availability and a relatively stable currency. In some markets, our operating costs are subject to fluctuations in global commodity prices, market uncertainty, energy costs (such as diesel and electricity) and so on. Prevailing macroeconomic conditions and a variety of other factors beyond our control, such as rising global inflation and the increase in global geopolitical tensions and conflicts, also contribute to this risk. To mitigate this risk, the Group continually re-evaluates its operating model and cost structure to identify innovative ways to optimise our costs and improve profitability. The company ended the year in a strong cash position. Despite foreign exchange headwinds, net cash generated from operating activities in the past 12 months was $2.3bn, and our leverage (net debt to underlying EBITDA) ratio is 2.3x lease-adjusted leverage at 1.0x at the end of this financial year. Our cash balances, in conjunction with $373m of committed undrawn facilities at the date of approval of these financial statements, ensure we have sufficient buffers to continue to meet our financial obligations. On 20 May 2024, the Group announced that it had repaid in full the 5.35% guaranteed senior notes maturing in May 2024. This bond repayment of $550m was made exclusively out of the cash reserves at HoldCo, meeting the Group's strategic objective of zero HoldCo external debt. In light of the consistent strong operating cash generation and HoldCo cash accretion from upstreaming performance of the Group, we launched a share buy-back programme in March 2024 which was completed in October 2024. Following the Board's approval of an additional buy-back of up to $100m, the Group announced, in December 2024, the start of the first tranche of $45m which was completed in April 2025. The Group maintains discretion on the second tranche and potential further buy-backs – and will evaluate these as and when appropriate. The Group will continue to benefit from population growth and the need for increased connectivity and financial inclusion in the medium to long term in the countries where we operate. In this respect, in 2024/25, the Group invested $670m in tangible capex. The vast majority of this capital expenditure is aimed at continuing to capture the growth opportunities across our footprint by increasing the coverage and capacity of our network and expanding our distribution. 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: --- | Sensitivity performed | Link to principal risks and uncertainties | Description | | --- | --- | --- | | Slowdown in revenue growth | - Adverse competition and market disruption - Digitalisation and innovation - Geopolitical risks and adverse macroeconomic conditions - Cyber and information security threats - Technology resilience and business continuity | 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 may affect 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've modelled stress test scenarios for various levels of slowdown across segments and revenue streams. | | Increase in operating expenses | - Increase in cost structure - Geopolitical risks and adverse macroeconomic conditions - Digitalisation and innovation | With operations spread across 14 markets and each country having a different macroeconomic and business environment with exposure to different levels of geopolitical risks, there is always a risk of operating costs increasing beyond projected levels. | | Unanticipated levies and demands | - Uncertainty in policy and regulatory environment - 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 jurisdictions in which we operate. There will always be a risk of unanticipated levies and demands affecting our profitability and, therefore, additional regulatory levies have been considered in the stress tests. | | Currency devaluation | - Exchange rate fluctuation and shortage of foreign currency | We're constantly exposed to the risk of adverse currency fluctuations, given our operations in 14 different markets with different functional currencies. Furthermore, we could face low availability of foreign currency in some of our markets constraining our ability to fully benefit at the Group level from the strong cash generation of our local businesses. We've 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 flows and liquidity headroom at the Group level. | --- As part of our assessment, in considering the above sensitivities, we've also factored in possible mitigations against such sensitivities. None of the sensitivities (net of possible mitigations) impact our headroom by more than 10%. ## Conclusion The results of stress-testing our forecasts over the three-year period for the above sensitivities demonstrate that the Group will be able to withstand these impacts over the period of its financial forecasts. The Board has a reasonable expectation that no single or plausible combination of events would affect long-term viability, even under the severe stress tests, and the Group would be able to continue operating and meet its liabilities over the three-year period. 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 and reducing or stopping dividend payments - Accessing additional funding, including financing facilities 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 financing needs as and 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 7 May 2025 and signed on its behalf by: **Sunil Taldar** Chief executive officer 7 May 2025 --- # Governar report This governance report forms part of our full Directors' report. This includes information on our leadership, corporate governance, compliance reports, stakeholder engagement, our Board committee reports, Directors' remuneration report, Directors' report and Directors' responsibilities statement. ![img-80.jpeg](img-80.jpeg) ![img-81.jpeg](img-81.jpeg) ## Governance highlights - Our leadership - Engaging with our stakeholders - Directors' remuneration report --- ## Chair's introduction # Firm foundations The sustainable growth and resilience of our unique business is underpinned by robust governance and strong leadership. **Sunil Bharti Mittal** Chair ![img-82.jpeg](img-82.jpeg) On behalf of the Board, I'm pleased to share our corporate governance report for the 2024/25 financial year. This report shares insights into how the Board and its committees have governed our business over the past year. It outlines our Board's commitment to continuing with high standards of corporate governance, transparency, sustainability and stakeholder engagement. We have a framework of governance in place to ensure accountability, fairness and integrity in all our operations – this is embedded throughout our strategic objectives and corporate culture. Our strong governance practices enable us to deliver on our strategy and create long-term value for our many stakeholders. ## Evolving leadership Sunil Taldar has been in place as CEO since July 2024, and it's encouraging to see how his leadership and vision is guiding Airtel Africa into our next phase of growth. Jaideep Paul will be stepping down as executive director and CFO after our AGM in July – moving to a new role in the wider Bharti Airtel Group. Jaideep is ensuring a smooth transition to our deputy CFO Kamal Dua, who will become CFO and an executive director at the end of the AGM. In his time at Airtel Africa and before that at Airtel Nigeria and Bharti Airtel Group, Jaideep has brought discipline and focus to the finance function and been instrumental in driving strategic change and delivering results. He's been an inspirational colleague, and I'd like to wish him well for the future on behalf of the Board. I'm looking forward to working with Kamal as the business moves into its next phase of development. In November 2024, we also welcomed Gopal Vittal to the Board. Gopal brings strong telecoms --- and leadership expertise, and strategic guidance We're also delighted that Cynthia Gordon joined the Board in April 2025. Cynthia will contribute great telecoms experience and a deep experience of working in Africa. Our most recent externally facilitated board evaluation confirmed that our Board continues to function effectively. It's well balanced and diverse, with a strong mix of relevant skills and experience. I'm grateful to all the members of the Board for their contributions, and particularly to the chairs of each committee for skilfully steering their committees during the year. We continue to look to the future, working to build a strong pipeline of diverse talent for our Board and management. Over the year, we strengthened our succession planning strategies to ensure leadership continuity and organisational resilience. In line with our policies and culture, we recruited 40 senior women (grade B+ and above) during the reporting period, up from 19 in the previous year – an achievement we're most proud of. ## Strategic progress Overseeing and implementing our strategy are key responsibilities of the Board, which was reflected in our activities throughout the year. In November, the Board spent two days with the ExCo reviewing the Group's refreshed strategy. This prioritises a great customer experience through sustained investment across the business, with a clear focus on capturing future growth opportunities. The customer-centric strategy is underpinned by our cost optimisation programme, a focus on investing in talent across the region and our sustainability strategy - designed to deliver long-term value for all our stakeholders. around digital transformation. Our strategy and business model have once again shown their strength during a challenging time in some of our markets. Staying focused on growth, strong operational execution and margin resilience enabled us to withstand market volatility driven by macroeconomic and geopolitical factors. We continued to make sure that our resourcing – our capital, finance and people – is robust enough to achieve our strategy while improving performance and diversity. This positions Airtel Africa to meet the unique opportunities for telecoms and mobile money in sub-Saharan Africa, where customers and societies continue to be underserved by mobile, digital and banking services. ## Our people It is our people who power the progress of Airtel Africa. As a Board, we're grateful for the commitment shown across all levels of the organisation, particularly in times of challenge and change. I'm particularly pleased that, in response to the competitive talent market, we're enhancing how we develop and retain our people. New initiatives include the Africa and India mobility programmes, job rotation opportunities, the Global Talent Accelerator (launched January 2025), and the Commercial Master Class (launched September 2024). Programmes like these help us to stay competitive, continue to advance our technologies, and maintain a culture of continuous learning and professional growth. The Board endorses the Remuneration Committee's work to attract and retain talent. Their efforts are crucial to maintaining a competitive edge in the market. --- ## Working with confidence Airtel Africa is dedicated to upholding the highest standards of corporate governance, transparency and stakeholder engagement. We believe our commitment to these principles is essential for building trust and achieving sustainable growth. We also know that the long-term success of our business rests on how we work with our many stakeholders. To create and sustain value for all, we need to continue to engage effectively, create a productive working environment, and recognise various stakeholder views. I remain confident that the Board is working effectively, ensuring the company continues to grow and meet the needs of people across Africa. I very much look forward to meeting with shareholders at our AGM on Wednesday 9 July 2025. Along with all the directors attending the AGM, I'm available to respond to your questions, concerns and suggestions at any time. **Sunil Bharti Mittal** Chair 7 May 2025 --- # The Board at a glance Board composition Age ● 30 – 39: 1 ● 40 – 49: 0 ● 50 – 59: 4 ● 60 – 69: 6 ● 70 – 79: 1 ![img-83.jpeg](img-83.jpeg) Nationality ● British: 5 ● Finnish: 1 ● Indian: 5 ● Nigerian: 1 ![img-84.jpeg](img-84.jpeg) Gender ratio – overall --- ● Male: 75% ● Female: 25% ![img-85.jpeg](img-85.jpeg) # Gender ratio – independent directors ● Male: 50% ● Female: 50% ![img-86.jpeg](img-86.jpeg) # Ethnicity --- ● Asian British/Indian: 58% ● Black African: 17% ● White: 25% ![img-87.jpeg](img-87.jpeg) # Board tenure ● 0 – 2 years: 25% ● 3 – 4 years 17% ● 5 – 7 years: 58% ![img-88.jpeg](img-88.jpeg) # Skills to support long-term success NED Board skills Other listed Board experience ![img-89.jpeg](img-89.jpeg) ● Core competency ● Secondary competency ● Tertiary/Not an apparent competency --- ## UK-listed board experience ![img-90.jpeg](img-90.jpeg) ## Regulation ![img-91.jpeg](img-91.jpeg) ## Human resources and culture ![img-92.jpeg](img-92.jpeg) ## Customer experience ![img-93.jpeg](img-93.jpeg) ## International finance/Capital markets/M&A ![img-94.jpeg](img-94.jpeg) ## Finance/Audit/Accounting ![img-95.jpeg](img-95.jpeg) ## Risk management ![img-96.jpeg](img-96.jpeg) ## Strategy ![img-97.jpeg](img-97.jpeg) ## Digital/Fintech/Consumer electronics ![img-98.jpeg](img-98.jpeg) ## Telecoms ![img-99.jpeg](img-99.jpeg) --- ## Planned director changes 9 July 2025 at the AGM Jaideep Paul steps down as CFO Kamal Dua joins the Board as CFO Akhil Gupta steps down as a non-executive director 1 April 2025 Cynthia Gordon joined as an independent non-executive director ## Compliance with the UK Corporate Governance Code The Board continues to assess its approach to corporate governance by applying the Financial Reporting Council's UK Corporate Governance Code (the Code). In January 2024, the Financial Reporting Council (FRC) published a revised version of the UK Corporate Governance Code and updated guidance in support. The changes apply to financial years beginning on or after 1 January 2025, with the exception of Provision 29 on internal controls, which take effect for accounting periods starting on or after 1 January 2026. We're reporting against the 2018 Code for the year ended 31 March 2025. The Board confirms compliance against all 2018 Code provisions except for one: the independence of the chair on appointment (Provision 9). Read more on our assessment of the chair's non-independence. We continue to apply the Code's principles and uphold the spirit of the Code through the work of our Board and its committees. ➤ See our compliance with the Code --- # Our Board of directors ## Sunil Bharti Mittal Board chair and Nominations Committee chair N ![img-100.jpeg](img-100.jpeg) Date appointed to Board: July 2018 Independent: no Age: 67 Nationality: Indian ### Skills, expertise and contribution Sunil is the founder and chair of Bharti Enterprises, one of India's leading conglomerates with diversified interests in telecoms, insurance, real estate, agriculture and food, renewable energy and other ventures. Bharti Airtel, the flagship company of Bharti Enterprises, is a global communications solutions provider with over 550 million customers in 15 countries across India and Africa. Bharti Airtel also has its presence in Bangladesh and Sri Lanka through its associate entities. Bharti Airtel ranks amongst the top three mobile operators globally and its networks cover over two billion people. Bharti Airtel is India's largest integrated communications solutions provider and the second largest mobile operator in Africa. Sunil is the pioneering force behind the mobile revolution in India – he revolutionised the business model at Bharti Airtel to make affordable voice and data services available to all. Airtel has transformed the quality of life of millions of people globally, providing connectivity and digital empowerment. As chair of the Board, his leadership has brought immense value to Airtel Africa through his futuristic vision, vast knowledge and industry expertise. ### External commitments - • Founder and chair of Bharti Enterprises and Bharti Airtel - • Co-chair of Eutelsat Group - • Member of the International Business Council, World Economic Forum (WEF) - • Member of the Global Board of Advisors, Council of Foreign Relations (CFR) - • Commissioner of the Broadband Commission - • Trustee at the Carnegie Endowment for International Peace (CEIP) - • Member of the Board of Qatar Foundation Endowment (QFE) - • Member of the India-US, India-UK and India-Japan and India-Sweden CEO Forums - • Member of World Bank's Private Sector Investment Lab initiative - • Co-chair of the India-Africa Business Council ### Previous roles Sunil has served on the boards of several international bodies. He chaired the International Chamber of Commerce (ICC) from June 2016 to June 2018 and chaired the GSM Association (GSMA) from 2017 to 2018. He was president of the Confederation of Indian Industry (CII) from 2007 to 2008. Sunil is closely associated with spearheading the Indian industry's global trade, collaboration and policy. --- Sunil has also served on the boards of several multinational companies including Unilever PLC, Standard Chartered Bank PLC and SoftBank Corp. Sunil is a nominee of Bharti Airtel Limited. ## Sunil Taldar Managing director and chief executive officer ![img-101.jpeg](img-101.jpeg) **Date appointed to Board:** July 2024 **Independent:** no **Age:** 59 **Nationality:** Indian ### Skills, expertise and contribution Sunil Taldar joined Airtel Africa in 2023 as director of transformation. After a transition period, in July 2024 he became chief executive officer and director on the Board. Sunil holds responsibility for leading and overseeing key strategic initiatives aimed at transforming Airtel Africa's business and operations. He has more than 30 years' business management experience in fast moving consumer goods (FMCG) and telecoms, bringing a deep knowledge of general management, sales and distribution, consumer marketing, media and research and a proven track record in leading large teams across geographies in China, India, Indonesia and Singapore. Sunil is well equipped to deliver our strategic objectives and to lead the Group through the next stages of its development. Sunil 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., Airtel Mobile Commerce B.V. and Airtel Networks Limited – all subsidiaries of Airtel Africa plc. ### Previous roles Before joining Airtel Africa, Sunil was director of market operations at Bharti Airtel. He also held the roles of CEO and director of the direct to homes business. He was a member of the management board of Mondelez (owner of Cadbury) in China, India and Indonesia. ## Jaideep Paul Chief financial officer **Date appointed to Board:** June 2021 **Independent:** no **Age:** 63 **Nationality:** Indian ### Skills, expertise and contribution Jaideep's career spans 32 years across various industries, with over 18 years in telecoms. He became chief financial officer in May 2014 after holding this role at Airtel Nigeria. --- ![img-102.jpeg](img-102.jpeg) Jaideep has ensured prudent financial management during a period of extremely high growth at Airtel Africa. This has included strategic financial planning, managing financial risks, business forecasting, sourcing new funding, revenue assurance and financial reporting. #### Other commitments Board member of Airtel Networks Ltd – Nigeria, Airtel Tanzania Plc, Airtel Networks Zambia Plc, Airtel Mobile Commerce Zambia, and some of the holding companies under Airtel Africa plc. #### Previous roles Before becoming our chief financial officer in 2014, Jaideep had been CFO at Airtel Nigeria, Fairtrade LLC Muscat and Bharti Retail. He has also held financial roles at Mumbai Circle and Bharti Airtel Delhi Circle, as well as senior roles at HCL, Telstra V-Com and Caltex. Jaideep started his career at Price Waterhouse and is a qualified chartered accountant. --- ## Andrew Green CBE Senior non-executive director ![img-103.jpeg](img-103.jpeg) Date appointed to Board: April 2019 Independent: yes Age: 69 Nationality: British ### Skills, expertise and contribution Andy brings many years of global financial and strategic experience to the Board. Through his work with a number of multinational organisations, he is able to draw on a broad knowledge of diverse issues and outcomes to provide constructive challenge and robust scrutiny of matters that come before the Board. ### External commitments - Group chairman of Simon Midco Limited (the holding company of Lowell Group) - Chair at Gentrack Group Limited (NZX/ASX) - Commissioner at the National Infrastructure Commission - Chair of Water Aid UK - Non-executive director at Bloc Ventures Ltd - Chair of Nominet UK ### Previous roles Andy was previously senior independent director of Avanti Communications plc and ARM Holdings plc and chair of the Digital Catapult and IG Group plc. He was Group chief executive officer of Logica plc until its sale in 2012. His prior roles include those at BT Group plc, including CEO of BT Openworld, CEO of BT Global Services and CEO of Group Strategy and Operations, and various roles at Shell and Deloitte. Andy has held a number of non-executive directorships in the US, Hong Kong, Germany and the UK. ## Awuneba Ajumogobia (née Iketubosin) Non-executive director Date appointed to Board: April 2019 Independent: yes Age: 65 Nationality: Nigerian ### Skills, expertise and contribution Awuneba is a chartered accountant with broad experience in assurance, taxation, finance and advisory services across several industries. Her expertise as an assurance and finance specialist, garnered at leading professional services firms, make her instrumental to Board decision-making. ### External commitments - Chair of Airtel Nigeria Limited - Executive director at Multistream Energy Limited - Board chair at CAP Plc - Governing council chair at Grange School, Lagos - Board member of University of Ibadan Research Foundation - Member of the Finance Committee of the Musical Society of Nigeria (MUSON) --- ![img-104.jpeg](img-104.jpeg) - Executive council member of Women in Management, Business and Public Service (WIMBIZ) #### Previous roles Awuneba was a board member at UAC of 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 has also held advisory and implementation roles with a number of national development projects in Nigeria. ### Non-executive director R ![img-105.jpeg](img-105.jpeg) Date appointed to Board: May 2024 Independent: yes Age: 63 Nationality: British #### Skills, expertise and contribution Paul brings to the Board a wealth of experience advising international businesses on investing and operating across Africa. As a skilled negotiator with well-honed international networking and communication skills, Paul plays a pivotal role as we continue to capitalise on growth opportunities across Africa. In 2016, he was awarded the Order of Saint Michael and Saint George (CMG) by Her Majesty Queen Elizabeth II for services to international diplomacy. #### External commitments Paul is a member of the Central Council of the Royal Overseas League. He's also founder and director at Arkwright Advisory Limited. #### Previous experience Before joining the Board, Paul was contracted to Airtel Africa plc as a special advisor to the Chair and Board focusing on political, legal and regulatory issues in Airtel markets in Africa. Until his retirement in 2020, Paul was a senior diplomat in the UK Diplomatic Service. He served as UK Ambassador to the Netherlands (2009-2013), UK High Commissioner to Nigeria (2015-2018), acting UK Ambassador to the Democratic Republic of the Congo in 2020, and regional Ambassador for Africa at the COP26 Summit. Paul was CEO of the UK-Africa Investment Summit in 2019. --- ## Tsega Gebreyes Non-executive director and Remuneration Committee chair ![img-106.jpeg](img-106.jpeg) Date appointed to Board: October 2021 Independent: yes Age: 55 Nationality: Ethiopian ### Skills, expertise and contribution Tsega brings deep financial services and telecoms experience to the Board gained from global senior executive and non-executive roles in financial services, international business, mergers and acquisitions, mobile commerce and technology sectors. She's a founding partner of Satya Capital Limited, a private investment firm specialising in Africa-related investments. ### External commitments - Non-executive Director of the London Stock Exchange Group, Vice Chair of SES, a publicly listed company in Luxembourg - Founding director of Satya Capital Limited - Senior Advisor to global alternative asset manager TPG - Non-executive Director of Mastercard Foundation ### Previous experience Tsega was formerly a board director and senior executive at Celtel International. While there, she played an instrumental role in attracting capital for investments in Africa and was a driving force behind the expansion of the business across Africa. She has also held various roles at Citibank and McKinsey. As well as her senior executive positions, Tsega has been vice chair and senior independent director of SES and a director of Sonae Group. ## Akhil Gupta Non-executive director ![img-107.jpeg](img-107.jpeg) Date appointed to Board: October 2018 Independent: no Age: 69 Nationality: Indian ### Skills, expertise and contribution Akhil brings vast financial, strategic and telecoms expertise to our Board. 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 offering some of the lowest tariffs in the world. ### External commitments - Vice chair of Bharti Enterprises - Chair of Bharti AXA Life Insurance Company Limited - Director of Bharti Overseas Private Limited - Chair and Independent Director of 360 One Wam Limited - Director of Acevector Limited - Nominee Director on the Board of Eutelsat Communications S.A. - Non-executive director of Zepto --- Akhil also serves as a Director in several other private limited companies. # Previous experience Akhil led the formation of various partnerships for Bharti with operators like British Telecom, Telecom Italia, Singapore Telecom and Vodafone, as well as with financial 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 – a notable example of collaborating at the back end while competing at the front end. He also executed the acquisition of Zain Group's mobile operations in 15 countries across Africa, the second-largest outbound deal by an Indian company. Akhil is a nominee of Bharti Airtel Limited. # Shravin Bharti Mittal Non-executive director ![img-108.jpeg](img-108.jpeg) Date appointed to Board: October 2018 Independent: no Age: 37 Nationality: British # Skills, expertise and contribution As our youngest Board member and the entrepreneurial founder of a top-performing global technology investment firm, Shravin brings a diversity of view and expertise in the tech sector to our discussions and decision-making. # External commitments - Founder of Unbound, a long-term investment firm aiming to build and back technology companies - Managing director of Bharti Global Limited - Board member of Oneweb Holdings Limited - On the Board of Softbank Energy - Board member of technology companies mPharma, Cars24, Syfe, Paack and FreightHub # Previous experience Shravin was previously at SoftBank Vision Fund, a US$100 billion fund investing in technology companies, and assistant director at Better Capital, a private equity firm 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 was on the senior management team at Airtel Africa where he spearheaded the post-acquisition integration of Zain. And before Airtel, he worked with J.P. Morgan investment bank covering technology, media and telecoms. Shravin is a nominee of Bharti Airtel Limited. --- ## Annika Poutiainen Non-executive director ![img-109.jpeg](img-109.jpeg) Date appointed to Board: April 2019 Independent: yes Age: 54 Nationality: Finnish ### Skills, expertise and contribution Annika's wide-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 of auditing, accounting and financial reporting, she brings a keen scrutiny to all governance and regulatory matters. ### External commitments - On the Board and Audit Committee of Truecaller - On the Board member and Audit Committee of Renta Group - Member of the Swedish Audit Academy ### Previous experience Annika has been the chief legal officer in Europe for fintech company Trustly, executive chair of the Council for Swedish Financial Reporting Supervision, member of the Nasdaq Helsinki Listing Committee, Board and Audit Committee chair and member at listed companies eQ Group, Hoist Finance, Saferoad and Swedbank, as well as industry advisor to strategic communications firm Kekst CNC. Annika advised the Swedish government on the national implementation of the reformed EU Market Abuse regime, and was head of market 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 a practising solicitor in the UK. ## Ravi Rajagopal Non-executive director and Audit and Risk Committee chair Date appointed to Board: April 2019 Independent: yes Age: 70 Nationality: British ### Skills, expertise and contribution Having worked in diverse industries such as healthcare and consumer brands, Ravi brings a wealth of recent and relevant financial experience and cultural insight to our Board and Audit and Risk Committee. ### External commitments - Non-executive director Lion Brewery (Ceylon) plc - Non-executive member of the British Army Board and Audit Chair of the Army Audit and Risk Assurance Committee - Independent director and chair of the Audit Committee of Vedanta Resources Limited, UK - Chair of JM Financial, Singapore Pte Ltd - Trustee of the Science Museum Foundation (UK) --- ![img-110.jpeg](img-110.jpeg) # Previous experience Ravi held financial 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 of mergers 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 and Diageo's India advisory board, was non-executive director of United Spirits in India and Audit and Risk committee chair at Vedanta plc for five years. # Gopal Vittal Non-executive director ![img-111.jpeg](img-111.jpeg) Date appointed to Board: October 2024 Independent: no Age: 58 Nationality: Indian # Skills, expertise and contribution Gopal brings substantial telecommunications and leadership expertise to our Board and provides strategic guidance around digital transformation. Gopal particularly supports the Group on matters of network strategy, technology, procurement and talent. # External commitments - Vice Chair and Managing director of Bharti Airtel Limited - Non-executive Director of Indus Towers Limited - Additional Director of Airtel Payments Bank - Member of the Advisory Board Deutsche Telekom - GSMA – Board Chair - Non-executive Director of Satya Bharti Foundation # Previous experience Gopal spent 20 years at Unilever in roles across sales, marketing and general management for India, Thailand, Indonesia and China. He also led the Home and Personal care business at Hindustan Unilever (HUL), one of India's biggest FMCG companies, where he strengthened the portfolio by growing market share and profitability. # Key to committees - **AS** Audit and Risk Committee - **N** Nominations Committee --- - R Remuneration Committee - M Market Disclosure Committee - S Sustainability Committee - AF Airtel Foundation - E Committee chair --- # Our Executive Committee Sunil Taldar Managing director and CEO For Sunil's biography, see Our Board of directors. *Segun Ogunsanya stepped down as CEO on 30 June 2024 Ian Ferrao CEO, Airtel Money Ian became chief executive officer of Airtel Money in 2022. He leads the business across 14 OpCos – driving financial performance, strategic direction and execution with a strong focus on product development and customer experience. Ian has spent the past 17 years leading telecoms companies in Africa, 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, Malawi, Rwanda, Tanzania, Uganda and Zambia. Jaideep Paul Chief financial officer For Jaideep's biography, see Our Board of directors. Dinesh Balsingh Managing director and CEO, Airtel Nigeria Dinesh is responsible for operations and strategic delivery in our largest market in Africa, Nigeria. He has over 24 years of experience in telecoms across Africa and India. Until 2024, he was managing director for Airtel Tanzania, where he supported significant business growth in a competitive market through strategic pricing, enhancing products, and disciplined execution. --- # Oliver Fortuin CEO, Airtel Business Oliver leads on strategy, revenue, profitability and growth for Airtel Business, including FibreCo, enterprise and data centres. Oliver has over 31 years of experience in technology and telecoms in EMEA, US and Asia. # Apoorva Mehrotra Regional director, East Africa Apoorva manages our financial performance and profitable growth in East Africa. He works with MDs in each market to develop strategy and execution plans for our business verticals, helps develop local leadership teams, and improves the coordination between Group-level and local operating teams. Apoorva has over 30 years' experience in operations, sales and marketing across the telecoms, consumer durables and FMCG sectors. He joined Airtel Africa as chief commercial officer in Zambia in 2017 and became managing director in 2018. # Anwar Soussa Regional director, Francophone Africa Anwar manages the financial performance and profitable growth in our Francophone Africa operations. He works with MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves coordination between Group-level and local operating teams. Anwar is a seasoned executive with over 26 years of international experience in telecoms and technology across Africa, Europe and North America. He has been managing director at Airtel Uganda and managing director at Airtel Chad. # Jacques Barkhuizen Chief information officer Jacques joined Airtel Africa in 2023. He directs the implementation of our information technology and digital strategy, IT governance and cybersecurity by understanding business needs, designing solutions and driving our platform strategy for business growth. With diversified experience spanning more than 26 years across the retail, management consultancy, banking and telecoms sectors, Jacques brings a blend of operational excellence and innovation to Airtel Africa. # Rogany Ramiah Chief human resources officer Rogany leads and develops our people strategy to support our overall strategic direction. Her main areas of focus are succession and talent planning, diversity and inclusion, change and performance management, and enhancing our overall employee experience. Rogany also sits on the Sustainability Committee. Rogany brings over 20 years' experience in retail, media and consulting to her role at Airtel Africa. # Martin P. Fréchette Chief legal officer Martin joined Airtel Africa in 2023. He advises on policy and legal strategies to ensure compliance with laws and regulations, manage risks and minimise litigious exposure for our operations and Board of directors. An accomplished lawyer, Martin has nearly 27 years of international experience in telecoms and technology across Africa and Europe. --- ### Rohit Marwha Chief marketing and sales officer Rohit is responsible for revenue and customer growth for mobile and home broadband. Rohit has 24 years' experience in market operations. His journey at Airtel began when he joined Airtel India as a management trainee in 2001, where he became national head of marketing for market operations and then CEO of Airtel Maharashtra and Goa circle. He joined Airtel Africa in 2022 as director of marketing and home broadband. ### Daddy Mukadi Chief regulatory officer Daddy is responsible for our regulatory and government relations strategy in all 14 operations. This includes obtaining all necessary resources (licence, spectrum), ensuring full compliance and actively helping to move the policy and regulatory landscape towards best practice. With a master's degree in communications law (telecoms, broadcasting, media, and space and satellite law) and as author of several volumes of a handbook for media law practitioners, Daddy brings a broad understanding of legal and regulatory affairs to his role at Airtel Africa. ### Stephen Nthenge Chief of internal audit Stephen leads the team providing 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 financial and operational information, the safeguarding of the company's assets, and our compliance with laws, regulations, policies and procedures. Stephen has more than 27 years' experience in audit, enterprise risk and information security management. ### Ramakrishna Lella Chief supply chain officer Ramakrishna oversees the procurement of our network equipment and IT. He manages our tower companies and bandwidth, sales and distribution, supply chain for marketing and HR services, and warehouse operations and logistics. He also leads on our cost-reduction initiatives. Ramakrishna has spent more than 36 years in the telecoms industry, with more than 10 years of those years at Airtel Africa. ### Razvan Ungureanu Chief technology officer 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 and rollout, operations and the quality of our ongoing technical operations. Razvan has 33 years' experience in telecoms and has worked in Belgium, Caribbean and Central America markets, Luxembourg and Romania. --- # Highlights of the year ### ○ New Board and senior management appointments This year, we welcomed Paul Arkwright and Gopal Vittal to the Board. Cynthia Gordon joined the Board on 1 April and Kamal Dua will become CFO after Jaideep Paul retires in July, ensuring continuity and organisational growth. We also appointed new managing directors in several operating companies, adding diverse skills and perspectives to our organisational leadership. Segun Ogunsanya stepped down as CEO on 30 June 2024. ### ○ Refreshed strategy Our newly refreshed six-pillar strategy emphasises exceptional customer experience as the key to positive social impact and sustainable revenue growth. Aligning our efforts across these strategic pillars both strengthens our market position and reinforces our dedication to making a meaningful difference in society. ### ○ Board visits to operations On separate occasions, our non-executive directors individually visited Congo, DRC, Gabon, Kenya, Madagascar, Nigeria and Rwanda to hear first-hand about operational challenges and engage directly with employees. Interactions like these help the Board make informed strategic decisions and strengthen our relationships with people across Airtel Africa, creating a culture of trust and collaboration. In January 2025, the Board visited Bharti Airtel's operations in Delhi to gather insights into their Go To Market strategies, network quality improvements and digital tool usage. This visit enabled Airtel India and Airtel Africa to share knowledge and strategies to improve sales and better manage customer relationships. ### ○ External Board evaluation We conducted a comprehensive, externally facilitated Board evaluation – see more in the Board performance section. ### ○ Enhanced focus on preparing for legislative changes We're working to implement key legislative changes, such as the beneficial impact of the new UK Listing Rules on our ongoing relationship with our majority shareholder and the --- Corporate Sustainability Reporting Directive (CSRD). We've also thoroughly reviewed our compliance with the 2018 UK Corporate Governance Code, and our preparedness for the 2024 Code, to make sure we're working in line with the latest standards and practices. This proactive approach underscores our commitment to strong governance and positive shareholder relations. # ○ Establishing the Airtel Africa Foundation We launched a new philanthropic arm of Airtel Africa, the Airtel Africa Foundation (the 'Foundation'), to further advance financial inclusion, education, environmental protection and digital inclusion in the communities we serve. The Foundation uses strategic partnerships and impactful programmes to drive socio-economic transformation across Africa. A closer look at... # The Board's visit to India In January 2025, our Board visited our majority shareholder Bharti Airtel in Delhi to gather insights into their successful Go to Market (GTM) strategy. This was preceded by knowledge-exchange sessions between Airtel Africa and Airtel India on the adoption of 'lift and shift' programmes from India to Africa on an 'arm's length' basis to ensure independence – this involves transferring and implementing successful strategies in Africa, such as automating sales processes and replicating Bharti's customer, network and enterprise solutions. The visit enabled Board members to better understand Bharti Airtel's GTM operations, network quality improvements and digital tool usage. While in Delhi, the Board: - Explored Bharti Airtel's culture of prioritising network infrastructure with go to market strategies and omni-channel approaches - Engaged with teams working with customers in prepaid, postpaid and broadband services - Observed the direct to consumer (D2C) ecosystem underlying Bharti Airtel's sales and customer engagement - Observed market launch activities and the use of digital tools to enhance productivity --- - Discussed the sharing of knowledge and strategies to improve sales and better manage customer relationships The visit reinforced the value of using knowledge gained through successful projects in India to accelerate growth in Africa, and particularly to enhance sales and customer lifecycle management. --- # Our governance structures Our Board of directors is responsible for providing effective leadership and is the primary decision-making group at Airtel Africa. Board members guide our operational and financial performance, set our strategy, and make sure we manage risk effectively within a framework of effective controls. In doing so, they consider the interests of a diverse range of stakeholders. > For more details see Our Board of directors The ultimate owners of Airtel Africa are our shareholders, who play an important role in our governance structure. > See more on how our Board engages with our shareholders Our chair leads the Board and makes sure it operates effectively by cultivating a culture of transparency, challenge and mutual respect. There is a clear division of responsibilities between our chair, who leads the Board, and our CEO, who leads the business. You can read more about the responsibilities of our Board, chair, CEO, senior independent director and company secretary in this section. ## Role of the Board ### Board Our Board is responsible for promoting the long-term sustainable success of Airtel Africa and generating value for all our stakeholders. It establishes our purpose, vision and core values. It sets our culture and determines our strategy, risk management, succession and policies. And it monitors progress against the targets. --- > For more about the Board's responsibilities, go to www.airtel.africa. # Chair - Provides leadership and guidance and ensures that the Board effectively directs the Group - Chairs Board and Nominations Committee meetings, sets meeting agendas and makes sure directors have accurate, timely and clear information - Promotes high standards of corporate governance - Builds a well-balanced and highly effective Board with a culture of openness to encourage constructive challenge - Facilitates and promotes constructive relations between Board members and the effective contribution of non-executive directors - Acts as a link between executive and non-executive directors - Leads the annual review of the Board's effectiveness - Engages with our stakeholders and balances the interests of all stakeholders - Demonstrates objective judgement # CEO - Ensures effective leadership and day-to-day running of the company - Leads the ExCo and oversees key functions - Develops and implements our strategy, planning and budgeting and ensures a long-term focus - Reviews the organisational structure, including development and succession planning - Manages our risk profile and establishes effective internal control - Agrees our annual operating plan before formal Board agreement - Ensures the chair and Board are updated on key matters - Maintains relationships with stakeholders and advises the Board accordingly - Has overall responsibility for sustainability # CFO - Deputises for the CEO and manages our finances, including treasury and tax matters - Leads the finance, tax, treasury, IT, investor relations and internal audit functions - Oversees our risk profile together with the ExCo # Senior independent director - Acts as a sounding board for the chair - Acts as an intermediary for other directors, when necessary - Is available to shareholders for discussing issues not resolvable through the usual channels # Independent non-executive directors - Provide constructive challenge to executive directors - Give strategic guidance to the company - Offer specialist advice - Serve on Board committees - Hold executive directors to account against --- - Agrees our annual operating plan before formal CEO and Board agreement - Oversees our relationship with the investment community - Chairs Board meetings in the chair's absence - Leads the Board's evaluation of the chair's performance agreed performance objectives - Devote enough time to the company to meet their responsibilities - Meet at least twice a year without executive directors present ### Company secretary - Provides advice and support to the Board, its committees and individual directors on corporate governance, compliance and legal matters - Ensures the Board has the policies, processes, information, time and resources needed to function effectively and efficiently - Supports the chair in setting meeting agendas - Makes sure directors have accurate, timely and clear information - Is responsible for all company legal and compliance matters - Acts as a link between the Board and its committees and between non-executive directors and the senior leadership team ### Designated Board director for employee engagement - Ensures employee views are considered by the Board, particularly when decisions might affect employees - Strengthens the link between the Board and employees - Regularly gathers employee views through a variety of formal and informal channels, including the new Employee Connect sessions, and identifies areas of concern --- ## Board committees In addition to the formal schedule of matters the Board considers, it delegates key aspects of governance to its committees. We have five main governance committees: Audit and Risk, Remuneration, Nominations, Sustainability, and Market Disclosure. Each committee has written terms of reference which are available on our website at www.airtel.africa. ### Audit and Risk Committee Monitors the integrity of our financial reporting and helps the Board review the effectiveness of our internal control and risk management. Meets at least four times a year. > See the Audit and Risk Committee report **Chair:** Ravi Rajagopal **Members:** Andy Green, Annika Poutiainen, Awuneba Ajumogobia, Akhil Gupta also attends as an appointed observer on behalf of Bharti Airtel. ### Remuneration Committee Reviews the performance of our executive directors and senior management team. Determines the overall and specific remuneration for executive directors, officers and senior management, as well as Board chair and non-executive director fees. Meets at least four times a year. > See the Remuneration Committee report **Chair:** Tsega Gebreyes **Members:** Awuneba Ajumogobia, Paul Arkwright, Shravin Bharti Mittal also attends as an appointed observer on behalf of Bharti Airtel. ### Nominations Committee Advises on appointments, retirements and resignations from the Board and its committees, and reviews succession planning and talent development for our Board and senior management. Meets at least twice a year. > See the Nominations Committee report **Chair:** Sunil Bharti Mittal **Members:** Tsega Gebreyes, Andy Green and Ravi Rajagopal. ### Market Disclosure Committee Oversees our disclosure of information to meet our obligations under the Market Abuse Regulation (MAR). Determines whether information is insider information, or when and how it needs to be **Chair:** Andy Green **Members:** Sunil Taldar and Ravi Rajagopal. --- disclosed. Monitors compliance with our MAR disclosure, controls and procedures, as well as the release of information under the Information Flow Protocols and Services Agreement with Bharti Airtel. Meets as necessary depending on market information that requires disclosure. ## Sustainability Committee Reviews, challenges and oversees the approval and implementation of our sustainability strategy, including internal reporting, the balancing of non-financial targets, and our commitments to delivering value for shareholders and other stakeholders. Oversees diversity and inclusion matters and the work of the Health and Safety Committee. Meets every two months. - See our Sustainability section - See our latest Sustainability Report at www.airtel.africa Chair: Sunil Taldar, CEO Board members: Annika Poutiainen, Board sustainability champion and Jaideep Paul, CFO. Management members (ex officio): Peter Odedina, Chief compliance officer, Simon O'Hara, Group company secretary, Oladimeji Olaniyan, Head of strategy and sustainability, and Rogany Ramiah, Chief HR officer. --- ## Other committees ### Finance Committee Approves funding and other financial matters in line with our delegated authorities or as requested by the Board. Initiates and manages key policies and major operational decisions relating to accounting, treasury and direct tax matters and restructuring or reorganising of the Group's subsidiaries. The committee meets every quarter or when necessary to meet business needs. **Chair:** Jaideep Paul, CFO **Members:** Ravi Rajagopal, independent NED, Annika Poutiainen, independent NED, Sunil Taldar, CEO, Kamal Dua, deputy CFO, Sidhanth Hota, Group Treasury Head. Akhil Gupta represents the interests of Bharti Airtel in proposed treasury transactions (such as bond refinancing) affecting our parent group and conveys actions of Bharti Airtel that may affect Airtel Africa. ### Regulatory Committee Evaluates and addresses all regulatory and policy risks faced by the business at both Group and OpCo levels, and determines whether additional mitigation is necessary beyond standard regulatory operations. The committee meets every two months. **Chair:** Paul Arkwright independent NED **Members (ex officio):** Dinesh Balsingh, Managing director and CEO, Airtel Nigeria; Rohit Marwha, Chief marketing and sales officer; Apoorva Mehrotra, Regional director, East Africa; Daddy Mukadi, Chief regulatory officer; Anwar Soussa, Regional director, Francophone Africa; Garreth Spillane, Group chair's chief of staff. ### Executive Committee Advises and supports our CEO on the operation of our business. Helps our CEO fulfil his responsibilities by, for example, developing and implementing our strategy, monitoring our operating and financial performance, assessing risk, allocating resources --- and managing day-to-day operations. The committee meets fortnightly. ➤ See ExCo section ## Operational Committees Our ExCo is supported by a number of operational committees: - The Operating Company (OpCo) Functional Review Committee – led by Group 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 by our CEO with regional directors and Group functional heads participating - The Executive Risk Committee --- # The Board's focus in 2024/25 During this reporting period, our Board held six scheduled meetings: regular quarterly meetings, a strategy session and the AGM. It met another two times to review our full year financial statements and approve this Annual Report and our third sustainability report. We have good processes in place for running short and efficient extra virtual Board meetings to approve matters arising between meetings. ## Strategy Our refreshed strategy, led by CEO Sunil Taldar, focuses on enhancing customer experience and transforming lives across Africa. It includes six pillars: strengthening market presence, delivering top network experiences, excelling in key markets, digitising processes, accelerating Airtel Money, and expanding home broadband and enterprise services. We emphasise optimising costs, sustainability and investing in talent. We remain absolutely focused on executing against our strategy to efficiently and effectively deliver essential services to improve the lives, communities and economies we serve. The Board's appraisal and oversight of our strategy is embedded across its annual plan of work. This includes dedicated strategy days, business-led strategic updates throughout the year and Board approvals of specific projects. ### Our priorities - • Reviewing and, when necessary, challenging the proposed strategy and yearly operating plan - • Providing a best-in-class network and digitising and simplifying the customer journey. Our focus on speed and execution is enabling us to unlock the substantial opportunities for growth across our markets and business segments, where demand remains significant - • Investing for the future by expanding our distribution and network to ensure that we capture significant growth opportunities - • Reviewing external changes and understanding potential impacts on our long-term strategy. Also assessing both the risk and opportunities we face and identifying key topics to consider to continue maximising both shareholder and stakeholder value. We recognise that adverse changes in the political, macroeconomic and policy environment could have a negative impact on our ability to achieve our strategy - • Executing our refreshed our strategic plan to ensure we stay focused on our growth strategy, strong operational execution and margin resilience – this has successfully limited the impact of inflationary and currency headwinds on the Group - • Reviewing our IT strategy, including a holistic review of all security projects, our network and IT platforms, and their fitness for purpose and readiness for growth - • Reviewing our portfolio and geographical strength against competitors – and refreshing the investment proposition across all markets - • Developing Airtel Business (B2B), including our FibreCo and Nxtra business plans – working on organisational design, process mapping, dedicated and shared resources, incentive plans, and gaps in capacity and capability - • Scaling our home broadband business (HBB) and enterprise offerings by increasing investment --- ### Actions taken during the year - Received regular updates from the CEO and CFO, as well as business reviews and senior management presentations - Reviewed monthly Board reports from the CEO covering regional performance, macroeconomic and geopolitical tension updates, insecurity and network infrastructure issues and other headwinds, product developments and key market trends and challenges, financial position, performance against budget, and stakeholder updates - Discussed market volatility, political uncertainty, inflation sensitivities, and tax updates with senior management - Enhanced support for the Regulatory sub-committee by adopting an 'influencing strategies' document to aid information-sharing and influencing policy and decision-makers - Monitored the impact of climate change on revenues and the cost of running the network - Approved additional enterprise investments to support future-ready services by growing our fibre infrastructure and 5G capabilities and investing in data centres to enhance digital inclusion: - Nxtra by Airtel developing a 38-megawatt data centre in Nigeria, the first of five planned across Africa - Telesonic leveraging fibre infrastructure to meet the growing demand for wholesale data with comprehensive fibre and submarine cable solutions --- ## Financial performance Given the challenging prevailing macroeconomic and geopolitical environment, the Board sought to manage currency risks and address cost challenges in high inflation markets. ### Our priorities - Reviewing the capital allocation policies to focus on fewer, bigger and more profitable opportunities to accelerate growth and minimise the impact of foreign exchange headwinds and currency devaluations (and hyperinflation in Malawi) and respond to the longer-term consequences of pricing, reinvestment and growth - Following a detailed plan for addressing cost challenges in high inflation markets - Reducing external foreign currency debt at Group level - Improving EBITDA margins through robust cost discipline, more efficient capital expenditure, network optimisation and technology usage ### Progress and actions taken during the year - Our capital structure remains robust, with just 8% of OpCo debt in foreign currency – a substantial improvement over the last year - Approved the full repayment of a $550m bond, achieving a zero-debt position at HoldCo. This repayment, made from cash reserves, aligns with our strategy to reduce external foreign currency debt - Our successful capital allocation since the IPO has resulted in a favourable leverage and capital structure. The focus remains on reducing foreign currency debt obligations across operating companies - Initiated a share buy-back programme – the first, from 1 March to 28 October 2024, returned $100m to shareholders by purchasing 68,834,800 shares at an average price of £112.30 each. The second began in December 2024 and completed on 24 April 2025 - Endorsed the adoption of 'lift and shift' programmes from India to Africa. This involves transferring and implementing successful strategies in Africa, such as automating sales processes and replicating Bharti's customer, network and enterprise solutions. These programmes are adopted on an 'arm's length' basis to ensure fair and independent transactions between companies within the same shareholding Group - Drove cost efficiencies to mitigate against inflationary pressures on the cost base - Reviewed quarterly compliance certificates provided by executive management and discussed areas of non-compliance – these confirmed the adequacy of procedures to review the effectiveness of our internal and disclosure controls ## Airtel Money Our strategy for Airtel Money is to revolutionise the financial services landscape in Africa, particularly Nigeria. ### Our priorities - Looking at opportunities to create more value and expand our Airtel Money business, including the conversion of the GSM customer base to Airtel Money across all markets - Building strong compliance and governance teams and ensuring optimal compliance across all markets and enhanced fraud monitoring and controls systems - Separating the GSM and Airtel Money businesses and more quickly getting the people and HQ structure in place to deliver the IPO - Growing our ecosystem, acquiring customers, introducing new money transfer routes and loan products, and promoting digital app transactions for a seamless experience with the aim of expanding Airtel Money to increase financial access in underserved communities --- - Reviewing the Airtel Money capital allocation policies and management support to strengthen distribution through kiosks, Airtel Money branches and multi-brand outlets - Focusing on and updating our regulatory and risk and compliance functions and controls environment # Progress and actions taken during the year - Received updates from the CEO of Airtel Money on business, management strength, compliance and controls environment, and listing readiness - Monitored and reviewed the evolving regulatory landscape - Reviewed and challenged the effectiveness of the risks and control framework to ensure an appropriate management system for financial services and a culture of compliance and accountability - Approved the Nigeria PSB capital restructuring through a secondary sale of shares to AMC BV - Oversaw the Airtel Money Audit and Risk Committee activities by delegating attendance to the senior independent director, who reported positively on significant regulatory and compliance discussions - Received regular updates from our CFO after he attended AMC BV IPO steering committee meetings - Received confirmation that our compliance score improved from 74% to 94% during the reporting period --- ## Sustainability Our sustainability strategy aligns with our purpose of transforming lives and our commitment to sustainable development. It focuses on fostering financial inclusion, bridging the digital divide, and expanding services in underpenetrated telecoms markets. ### Our priorities - Committing to developing infrastructure and services to drive both digital and financial inclusion for people across Africa - Driving reduced greenhouse gas emissions across our footprint by bringing off-grid sites onto the grid, solarising sites and rolling out hybrid infrastructure sites - Using less diesel at network sites, especially towers, by collaborating with tower companies (towercos) to find solutions - Improving sustainability and carbon emissions data by moving towards automation and increasing scrutiny at OpCo and Group levels to ensure more robust and reliable data - Completing the establishment of the Airtel Africa Foundation and providing funding to enable this to deliver the Group's CSR activity ### Progress and actions taken during the year - Approved the renewal of tower lease agreements with American Tower Corporation for about 7,100 sites in Kenya, Niger, Nigeria and Uganda for 12 years with a focus on renewable energy solutions - Reviewed the Task Force on Climate-related Financial Disclosures (TCFD) and prepared for the Corporate Sustainability Reporting Directive (CSRD) – identified climate-related risks and opportunities and continued to oversee and support the implementation of the sustainability strategy - Considered ESG and health and safety updates as part of the Board and Sustainability Committee updates - Reviewed the full year results for sustainability KPIs and progress against targets – and set goals and targets for the forthcoming year - Reviewed and committed to our five-year pan-African partnership with UNICEF to roll out digital learning through connecting schools and ensuring free access to learning platforms in 13 countries - Received updates on the Airtel Africa Foundation which described the inaugural activities, including the launch of a student fellowship programme in Tanzania - Approved an initial funding of $1m to the foundation and committed to donating up to 1% of annual net profits from profitable operating companies in cash or cash equivalents - Approved entering into a $165m sustainability-linked loan with the IFC – this includes three ESG-related targets which, if met, may result in a reduction in interest rates - Began using lithium batteries at our sites to reduce reliance on diesel and the electricity grid ## Our people: leadership, succession and culture Our strategy is to ensure that we always have the right people, with the right skills in the right roles at the right cost, who can demonstrate Airtel Africa's unique culture of 'I am Airtel'. ### Our priorities - Reviewing succession plans for the Board, committees and senior management as presented by the Group chair on behalf of the Nominations Committee - Monitoring the Group's culture and defining a culture that promotes ownership, entrepreneurship and strong governance - Continuing to drive our people agenda and the robustness of our succession plans to improve gender balance, talent management and bench strength - Creating a well aligned ExCo and leadership team that is visible and aligned, works collaboratively and co-owns the agenda --- - Making sure our remuneration policy remains appropriate and able to incentivise our executive team, while being able to adapt to each year's developments and strategy - Improving the Board's direct engagement with our people and other stakeholders - Completing the all-employee survey - Investing in building people capabilities and fostering collaboration across functions to succeed in key markets # Progress and actions taken during the year - Received, reviewed, and endorsed succession plans for the Board and each level of the senior leadership team - Conducted a deep dive review of pay structure for executive directors, ExCo and senior management including the use of non-financial performance measures, and examined benchmarking data for all non-executive and executive directors - Endorsed our talent, culture, and employee engagement initiatives, and received regular updates from the CEO and chief HR officer on employee engagement and talent development initiatives – including the Africa and India mobility programmes, job rotation opportunities, the Global Talent Accelerator (launched January 2025), and the Commercial Master Class (launched September 2024) - Received updates from our chief HR officer on key vacancies (ExCo, senior leadership and OpCo MDs) and on efforts to improve gender balance at senior management level - Monitored, encouraged, and noted progress against our gender balance targets at ExCo, country managing director and senior management levels - Endorsed the promotion and appointment of Kamal Dua as chief financial officer - Endorsed the CEO's ExCo and other senior leadership appointments and OpCo managing directors - Monitored the induction programme for three new non-executive directors – these involved sessions with the CEO, CFO and ExCo covered strategy, performance, budgeting, human resources, diversity challenges, and medium-term plans - Received a report on the employee survey results highlighting three areas: information sharing, non-financial rewards, and managing change more effectively - Discussed ways of working and how to move employees to an 'I am Airtel' mentality – in other words, how to connect with people below the ExCo - Held regular virtual meetings (Employees Connect) hosted by independent non-executive directors – these happen at least four weeks before each quarterly Board meeting to update the Board - Discussed how to define a culture that promotes ownership around strong controls and compliance – also how the Board sets the tone for this and monitors the results # Internal control and risk management The Board continuously monitors external and internal environments to identify risks that could affect operations, financial performance, or objectives. Based on the Group's assessment, there have been no changes to the Group's principal risks in the period. # Our priorities - Reviewing the internal control framework and environment, data privacy compliance and IT Risks (through our Audit and Risk Committee) - Building a business culture of collaboration with the internal audit team # Progress and actions taken during the year - Reviewed changes introduced by the 2024 UK Corporate Governance Code around the Audit, Risk and Internal Control environment, including Provision 29 on the role of the board in monitoring and reviewing the company's risk management and internal control framework and compliance with the Nigeria SEC requirements related to internal control (including Board attestation). The Board commented favourably on work by the Finance and Internal Audit teams around the control environment and emphasised the need to maintain momentum --- - Received regular data security updates and reviewed cybersecurity initiatives through the CEO's monthly and quarterly reports - Considered and agreed the Group's risk appetite and principal and emerging risks and approved risk appetite statements - Agreed the Modern Slavery Act Statement (available at www.airtel.africa) - Oversaw the annual rollout of mandatory compliance training across the Group and monitored the rollout of online learning programmes to build capacity, skills and knowledge of key policies including Code of Conduct, anti-bribery and anti-corruption, anti-fraud and information security - Continued the programme of inviting the OpCo managing directors and finance directors to update the Audit and Risk Committee to help the members assess each OpCo's culture, compliance, and control and risk environment - Monitored litigation matters - Implemented an evolving programme of continuous control monitoring across our 14 markets and functions eventually giving visibility into around 250 controls – and also Airtel Money as part of the IPO preparedness project ## Governance The Board adopts high standards of governance and regulatory compliance, focusing on making business decisions with an entrepreneurial mindset and effectively using all available resources. ### Our priorities - Developing as far as possible a frictionless governance structure which facilities Board oversight and challenge to the business within a culture of collaboration, mutual respect and efficiency - Ensuring compliance with changing regulation at Group and OpCo level ### Progress and actions taken during the year - Reviewed compliance with the 2024 UK Corporate Governance Code and progress against Provision 29; and compliance with the Nigeria SEC requirements related to internal control (including Board attestation) - Reviewed the new FRC Listing Rules, welcomed changes to the controlling shareholder regime and had updated training on applying these changes from our company secretary - Heard committee chair updates on the work of each committee and discussed and endorsed committees' work as necessary at each Board meeting - Invited each regional director and each of the functional ExCo members to present business updates to the Board on rotation - Considered and approved the notice of Annual General Meeting for shareholders and arrangements for the 2024 AGM - Reviewed related party transactions during the year, determined that these were at arm's length and agreed appropriate disclosures - Held two additional single topic Board meetings to review our full year financial statements and annual report approvals process, and to approve our third sustainability report, to ensure both were fair, balanced and understandable before formal approval at the May Board meeting - Monitored and considered stakeholder feedback and continued to actively promote wider engagement - Received a joint presentation and had a discussion with our corporate brokers on our share price performance, investor profile, ESG profile, dividend yield and capital return considerations --- A closer look at... # Our November 2024 Board strategy session Purpose - To review the refreshed Strategic Plan introduced by Sunil Taldar after becoming CEO - To review the transitioning of Airtel Money to a more technology focused fintech - We looked at ways to demonstrate the investment proposition and scale of opportunity in Africa to investors – despite potential impacts and risks to our long-term strategy Attendees Attendees included our: - Board - Group Executive Committee - Group strategy team - Finance team Reviewing the external context We're partners to the younger populations of our 14 markets, as well as their governments, as we evolve our strategy and invest in a shared digital future that promises growth for Africa's people, businesses, economies, and our own business. As in previous years, our Board discussion was in the context of a challenging operating environment and unprecedented market volatility. This has been driven by macroeconomic and geopolitical factors, including inflationary pressures, political uncertainty, and FX devaluation across several key markets. In this context, we considered the short-, medium- and long-term impact on our markets, supply chain and stakeholders, as well as the impact on our sustainability strategy. This was set against positive economic prospects in sub-Saharan Africa: a fast-growing, young population, rising urbanisation, low levels of financial inclusion and low unique SIM penetration Confirming strategic options We agreed that our refreshed 2030 Strategic Plan aims to create value for our shareholders by aligning with our purpose and guiding us to: - Deliver strong constant currency growth across all segments and a stronger balance sheet despite global macroeconomic volatility and political and economic headwinds in some markets – our industry-leading EBITDA margins have been affected by inflationary pressures and FX headwinds - Increase our focus on customers to put them at the centre of everything we do - Continue to innovate and invest in Airtel Money to capitalise on the significant potential of mobile money across the footprint - Lead the way in the enterprise and home broadband sectors --- - Adopt a sustainable capital structure to enable continued investment to sustain growth, and deliver strong shareholder returns - Focus on the role of our people and our organisational culture, skills and capabilities - Work with the Airtel Africa Foundation to enhance our corporate responsibility and strengthen our brand reputation # Outcomes and next steps We agreed to make sure upcoming Board work includes: - Making sure digitisation, cost optimisation and sustainability continues to underpin our strategy - Confirming that each of our collaborative businesses – Voice, Data, Airtel Money and Enterprise – is well placed for its continued focus on growth and execution - Approving the strategic priorities for each OpCo and agreeing optimal growth areas for each - Regularly reviewing our capital allocation framework in the context of the evolving macroeconomic environment --- ## Board attendance Our directors make every effort to attend all Board and committee meetings. All scheduled meetings were fully attended during the reporting period. If a director is unable to attend a meeting, they receive the papers in advance and give their comments to the chair to communicate at the meeting. The chair follows up with them after the meeting about decisions taken. Directors' other significant commitments are disclosed to the Board during their appointment, and they must notify the Board of any subsequent changes. We have reviewed the availability of the chair and the non-executive directors to perform their duties and consider that each of them can and does devote the necessary amount of time to Airtel Africa. | | Scheduled Board meetings | Audit and Risk Committee | Remuneration Committee | Nominations Committee | Market Disclosure Committee^{4} | Sustainability Committee | | --- | --- | --- | --- | --- | --- | --- | | Sunil Bharti Mittal Chair | 6/6 | | | 5/5 | | | | Sunil Taldar CEO^{2} | 5/5 | | | | 1/1 | 6/6 | | Segun Ogunsanya CEO^{3} | 1/1 | | | | | | | Jaideep Paul CFO | 6/6 | | | | | 6/6 | | Andrew Green Independent non-executive director | 6/6 | 9/9 | | 5/5 | 1/1 | | | Awuneba Ajumogobia Independent non-executive director | 6/6 | 9/9 | 4/4 | | | | | Paul Arkwright Independent non-executive director | 6/6 | | 4/4 | | | | | John Danilovich^{4} Independent non-executive director | 2/2 | | 1/1 | | | | | Tsega Gebreyes Independent non-executive director | 6/6 | | 4/4 | 5/5 | | | --- | | Scheduled Board meetings | Audit and Risk Committee | Remuneration Committee | Nominations Committee | Market Disclosure Committee^{4} | Sustainability Committee | | --- | --- | --- | --- | --- | --- | --- | | Annika Poutiainen Independent non-executive director | 6/6 | 9/9 | | | | 6/6 | | Ravi Rajagopal^{5} Independent non-executive director | 6/6 | 9/9 | | 4/5 | 1/1 | | | Akhil Gupta Non-executive director | 6/6 | | | | | | | Shravin Bharti Mittal Non-executive director | 6/6 | | | | | | | Gopal Vittal Non-executive director | 2/2 | | | | | | 1 Appointed in line with the relationship agreement. 2 Appointed to the Board on 1 July 2024. 3 Stepped down from the Board on 30 June 2024. 4 Stepped down from the Board on 3 July 2024. 5 Mr Rajagopal was unable to attend an additional unscheduled Nominations Committee meeting in October 2024 due to illness. --- # Board performance The Board formally reviews its performance and that of its committees every year between January and February. In line with our three-year plan and building on the previous year's findings, our 2025 review was externally facilitated by independent board review specialist Nasdaq. Nasdaq also provide Boardvantage, our Board software portal. They have no other connection to our business or any individual director. This year's evaluation took the form of an online questionnaire tailored to our specific activities and concerns. The Board, each of its committees, and all of the directors and the company secretary took part in the review. We invited our external auditor's lead partner Ryan Duffy to participate in the Audit and Risk Committee evaluation. Nasdaq worked with our company secretary to set the context for the evaluation and to tailor the survey to our company circumstances. This year's questions explored areas for development identified in the 2024 review and reflected the circumstances in which our Board and business are operating. The survey addressed core aspects of Board performance, focusing on: - • The clarity of our newly evolved strategy and performance measures, including internal and external communication and progress around our strategic pillars - • The Board's understanding of the markets and competitive context in which we operate, as well as the opportunities and threats presented to the business by technological developments - • The Board's oversight of our people, succession and talent management processes, as well as the company structure at senior levels and capacity to deliver on strategy - • The Board's engagement with key stakeholders, including employees, and the effectiveness with which the Board monitors culture and behaviours throughout the company - • The effectiveness of our risk management systems and crisis control, and internal control and financial monitoring - • The dynamics in the boardroom in terms of encouraging candid discussion and critical thinking - • The relationship with management and the extent to which the Board provides effective leadership, support and challenge - • The appropriateness of the Board's size and composition, including the skills, experience and diversity of members and structure of our committees - • The Board's procedures and processes, including information and resources made available to members - • Mission, ethics and accountability - • Board meetings and administration Each section included an open question inviting comment, including on overall effectiveness. From the anonymised survey responses and interview feedback, Nasdaq identified and reported on focus areas and recommendations for the Board and its committees. The results were discussed in detail by the Board and each committee, facilitated by the respective chair and our company secretary. The results of the chair's review were shared with the senior independent director, who then discussed the chair's performance with the non-executive directors only. --- ## 2024/25 evaluation results The chair and company secretary presented the preliminary reports to the Board in March 2025 for discussion and review. In monitoring progress against the previous year's actions, the evaluation determined that Sunil Taldar's succession to the Group CEO role had been successfully completed. The Board concluded that: - The chair effectively leads and organises the work of the Board. Members feel comfortable sharing opinions, even if these are different to those of others - There is an appropriate committee structure and clear delegation of authorities - The Board performs its duties with integrity, due diligence and care in the best interests of Airtel Africa and its stakeholders The Board and its principal committees agreed key actions for the coming year. ## Evaluation for the year ended 31 March 2025 Board - More detailed oversight, review and understanding of emerging and principal risks, including cyber and technology risks - A better understanding of the potential impact of less tangible risks, such as geopolitical and culture risks - Improved oversight of engagement with all stakeholders Audit and Risk Committee - A continued focus on internal control and systematic solutions to control issues – including preparation for Provision 29 Remuneration Committee - An examination of senior management remuneration in 2026 Nominations Committee - A continued focus on Board and executive succession planning to reach a gender balance at all senior leadership levels --- ## Evaluation for the year ended 31 March 2024 Last year's evaluation was described in the 2024 Annual Report on page 106. As a result of that evaluation, the Board and its committees identified several key actions for 2024/25. ### Board progress report on 2024 areas of focus #### General feedback ##### Recommendation Continue to encourage an open culture and productive discussions among Board members and with Executive Committee members ##### Progress We improved interactions and informal engagement between management and Board members through holding Board meetings in the Dubai headquarters, inviting ExCo members to Board dinners, and encouraging our non-executive directors to meet with local management when visiting the OpCos on Board business. Visiting non-executive directors also held local town hall sessions for employees when visiting the OpCo. ##### Recommendation Improve the Board's understanding of employee sentiment ##### Progress Our non-executive directors were invited to attend each quarterly all-employee town hall hosted by the CEO, which included an open Q&A session. We introduced the Employee Connect initiative. See more in Engaging with our people. We reviewed the results of the second employee survey and discussed its findings with the chief HR officer. See more in How we engaged during the year. We focused more on our people in Board reporting, making this a standing agenda item with separate updates from both the CEO and chief HR officer. #### Strategic oversight and focus ##### Recommendation --- ## Deepen the Board's understanding of digital and data opportunities and threats ### Progress We enhanced our focus on digital and data developments and risk by improving the Board's understanding of compliance control reporting and discussions on risk mitigation strategies. This was supported by more time for discussion at each Board meeting and the work of the Audit and Risk Committee. We continued to review the Group's overall culture, controls environment and compliance regime by inviting each OpCo managing director and financial director to report (on rotation) on their business's progress. Committee members also had training sessions on fraud and the controls environment. The 2025 evaluation suggested allocating even more Board time to these matters. We also spent more time during the year discussing strategic matters, our competitive environment, and emerging trends and their potential medium- to long-term implications. We also focused on these topics at our annual strategy session and in the regional director quarterly updates to the Board. ## Governance and compliance ### Recommendation Continue to focus on improving pre-read materials and use of summaries ### Progress We introduced revised Board paper templates and protocols for submitting papers. ### Recommendation Continue to focus on Board and management succession planning and on ensuring a strong pipeline of diverse talent ### Progress Our policies and focus on culture have resulted in the recruitment of more senior women (grade B+ and above) during the reporting period. ## Sustainability strategy ### Recommendation Identify how to fill sustainability funding gaps ### Progress This is still a work in progress – and we will report more fully next year against current initiatives. --- # Conclusions The 2025 evaluation has shown that the Board has the appropriate balance of skills, experience, independence and knowledge to effectively perform Board and committee responsibilities. Respondents unanimously agreed that the Board had performed well over the year and was operating effectively. The chair confirmed that individual directors continued to perform effectively and show commitment to the role. The Board concluded that all directors continue to work effectively, giving enough time to their Board duties and making valuable contributions. In light of this, the Board proposed the election and re-elections set out in the 2025 Notice of Annual General Meeting. The committees also discussed the results of their respective evaluation reports and agreed actions where appropriate. The senior independent director met with the chair privately to discuss the anonymised results of the chair's review section of the survey and the outcomes of his discussion with non-executive directors. The overall effectiveness of the chair was seen as excellent, reflecting a genuine focus on the best outcomes for the company in all aspects of his role. The chair, assisted by the company secretary, drew up a list of action points based on the evaluation and allocated responsibility for completing the actions. The Board and each 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 our AGM on 9 July 2025. Following the formal performance evaluation described here and taking into account each director's skills and experience set out in *Our Board of directors section*, the Board believes that the re-election of all directors is in the best interests of Airtel Africa. --- # Our compliance with the UK Corporate Governance Code “ At Airtel Africa, achieving our corporate governance and transparency in reporting goals is a collective ambition embraced by all our teams. Together, we are committed to upholding the highest standards of integrity and accountability. ” **Simon O'Hara** Group company secretary ![img-112.jpeg](img-112.jpeg) ## UK Corporate Governance Code Principles ### 1. Board leadership and company purpose | A. An effective and entrepreneurial Board | ➤ 1A | | --- | --- | | B. Purpose, vision, strategy and culture | ➤ 1B | | C. Company performance and risk management | ➤ 1C | | D. Stakeholder engagement | ➤ 1D | | E. Workforce policies and practices | ➤ 1E | ### 2. Division of responsibilities | F. Role of the chair | ➤ 2F | | --- | --- | | G. Board composition and division of responsibilities | ➤ 2G | | H. Role of non-executive directors | ➤ 2H | | I. Board processes and role of company secretary | ➤ 2I | ### 3. Composition, succession and evaluation | J. Board appointments | ➤ 3J | | --- | --- | | K. Skills, experience and knowledge of the Board and its committees | ➤ 3K | | L. Board evaluation | ➤ 3L | ### 4. Audit, risk and internal control | M. Independence and effectiveness of internal and external audit | ➤ 4M | | --- | --- | | N. Fair, balanced and understandable assessment | ➤ 4N | | O. Risk management, internal control and determining principal risks | ➤ 4O | ### 5. Remuneration | P. Remuneration policies and practices | ➤ 5P | | --- | --- | | Q. Procedure for developing remuneration policy | ➤ 5Q | | R. Exercising independent judgement | ➤ 5R | ## Compliance with the UK Corporate Governance Code The Board believes that during the reporting period the company was in full compliance with all applicable principles and provisions of the Code except for Provision 9, as set out in the --- following text. ## Code provision not yet met Provision 9: the chair should be independent on appointment when assessed against the circumstances set out in Provision 10. ## Explanation The Board has concluded that our chair, Sunil Bharti Mittal, did not meet the independence criteria of the Code due to his interests in the company. However, in view of his extensive involvement with the company and the Bharti Airtel Group over many years, the Board considers that he has made a major contribution to our growth and success, and unanimously agrees that his continued involvement is crucial to the ongoing success of Airtel Africa. The Board has put several safeguards in place to ensure robust corporate governance during his tenure as chair. These include appointing Andy Green as senior independent director to act as a sounding board and support for the chair and as an intermediary for other directors and shareholders. The independent non-executive directors have carefully considered Sunil's leadership position. As part of the annual Board evaluation process, they looked at the checks and balances in place to mitigate the risk of having a non-independent chair, including the monitoring of any impact on Board effectiveness and Board dynamics. They concluded that these checks and balances are strong and effective. Our strong culture has benefited from stable and consistent leadership at Airtel Africa. The seven independent non-executive directors on the Board (including Cynthia Gordon who joined on 1 April 2025) provide a fresh perspective and challenge, a range of corporate experience, and effective challenge to the chair and other executive directors. This has been repeatedly endorsed by all evaluation exercises undertaken since listing and again in the external evaluation completed this year. The Audit and Risk Committee and the Remuneration Committee are each chaired by an independent non-executive director. The Nominations Committee is chaired by Sunil Bharti Mittal. We also review the chair's performance as part of the annual Board evaluation exercise. In line with the Code, the chair only sits on the Nominations Committee. The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda. We'll continue to report against this provision while Bharti Airtel remains a majority shareholder or until the chair is no longer in place, at which time these arrangements will be reviewed. --- Airtel Africa plc ordinary shares have been trading on the main market of the London Stock Exchange since 3 July 2019, so we apply the principles and comply with the provisions of the 2018 UK Corporate Governance Code (the Code) and explain any non-compliance. (See the Code at frc.org.uk.) While we have a secondary listing on the Nigerian Stock Exchange (NGX), we're permitted by NGX listings requirements to follow the corporate governance practices of our primary listing market. The principles set out in the Code emphasise the value of good corporate governance to the long-term sustainable success of listed companies. Our Board is responsible for ensuring that we have appropriate frameworks in place to comply with the Code's requirements. This governance report and the strategic report set out how Airtel Africa has applied the principles of Code throughout the year. ## Principle 1: ### Board leadership and company purpose #### A. An effective and entrepreneurial Board Our Board is responsible for Airtel Africa's system of corporate governance. As such, directors are committed to developing and maintaining high standards of governance that reflect evolving good practice. The Board provides strategic and entrepreneurial leadership within a framework of strong governance, effective controls and an open and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims and risk appetite, makes sure we have the financial and human resources in place to meet our objectives, and monitors our compliance and performance against our targets. And finally, the Board ensures we engage effectively with all our stakeholders and consider their views when 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 a strong governance framework and the effectiveness of our Board. Our well-defined policies, processes and procedures govern all areas of the business. These will continue to be reviewed and refined to meet business requirements and changing market circumstances. We re-examine budgets considering business forecasts throughout the year to make sure they're robust enough to reflect 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 significant litigation or contractual 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 the individual responsibilities of senior executives. The Board recognises that, as Airtel Africa continues to grow as a transformative force for good, it is our duty to uphold the highest standards of ethical conduct, integrity, and compliance in all that we do. The Board recognises that each one of us has a responsibility to adhere to all compliance policies, including the Code of Conduct and anti-bribery and corruption policy. These policies set expectations for the behaviour of all employees and are grounded in our core values of Alive, Inclusive and Respectful. --- ## B. Purpose, vision, strategy and culture Our purpose is to transform the lives of people across sub-Saharan Africa. Our services are connecting the unconnected, reaching the financially excluded and bridging the digital divide – which helps unlock the extraordinary potential for Africa's people, businesses and economies to grow. As an African business, serving the communities in which Airtel Africa people live and work, the company is a partner in delivering sustainable development objectives in the 14 countries in which we operate. ### Strategy We're able to deliver this positive social impact because of the strength of our business model and the execution of our refreshed customer-centric strategic plan, underpinned by our cost optimisation programme, sustainability strategy and investment in talent. This year, we continued to make strong progress in each of our core strategic pillars: 'Strengthen go to market', 'Best in class network experience', 'Must win markets', 'Digitise and simplify', 'Accelerate Airtel Money' and 'Scale home broadband (HBB) and enterprise'. We provide essential services that are unlocking the potential for people and economies to grow. To continue to serve our vision of enriching the lives of our customers, we have a clear business objective: to grow market share profitably and create superior enterprise value. Our growth strategy is supported by our sustainability strategy, which aligns with our purpose of transforming lives and commitment to sustainable development. We aim to foster financial inclusion, bridge the digital divide, and expand in underpenetrated telecom markets. Our continued focus on the digitising of our products and services and enhancing our internal systems and processes acts as an accelerator for each of our strategic pillars. > See more on our strategy ### Culture Our Board believes that a healthy culture – which drives the right behaviours, protects and generates value and helps employees live up to our values – will lead to the successful delivery of our business goals. The Board is responsible for defining our values and setting clear standards from the top. Our chair leads the way by ensuring the Board operates correctly and with a clear culture of its own which can be cascaded to our wider operations and dealings with all stakeholders. Our CEO, with the help of the CFO, our chief HR Officer and the senior leadership team, is responsible for the culture within our wider operations. To enable us to build a high-performing workforce that aligns with our business priorities, our talent strategy mirrors the four pillars of our people strategy: talent acquisition, talent development, diversity and performance management. --- We continue to build our people and talent capabilities and our business capacity through: - On-the-job learning and encouraging teams to take ownership of their development, supported by the 70:20:10 development principle – experience, exposure and education - Simplifying and automating HR and employee processes, removing duplication of work and embedding cross-functional collaboration - Improving rewards and recognition for employee performance including fixed, variable and share incentive plans - Embedding our pay for performance principles which guide our reward philosophy and how we review our employee performance The Board receives regular reports that allow it to examine our company culture – this includes hearing directly from directors who have participated in the Employee Connect initiative. This has led to Board discussions on topics ranging from how to assist colleagues economically affected by high inflation or unstable currencies and gender balance across the business. > See more on our employee connect initiative The Board strives to satisfy itself that policies, practices and behaviours throughout the business are in line with our purpose, vision, values and strategy. In 2024, the directors revised our Board Diversity policy to include support for the recommendations and targets set out in the FTSE Women Leaders Review (formerly Hampton-Alexander Review) on gender balance, the Parker Review on ethnic diversity, and more generally the Listing Rules. Our Nominations Committee considered the Board's diversity as part of director recruitment exercises and monitors progress against our gender balance targets. > See more on Board diversity At each meeting, the Board is updated through the CEO's quarterly report on issues affecting the health and wellbeing of employees. This has resulted in several employee wellness initiatives, as well as support for emergency responses during natural disasters. A key component of our sustainability strategy is ensuring we create a safe working environment for all employees. > See more on employee wellbeing Our Remuneration Committee helps the Board oversee culture by making sure our remuneration philosophy and principles encourage behaviours consistent with our purpose, vision, values, strategy and culture. It does this primarily by focusing on diversity and inclusion, people and community engagement. The committee tracks performance in these areas and reports to the Board as appropriate. Annika Poutiainen is our Board sustainability champion, supported by the CEO, CFO and company secretary as fellow committee members. She reports at each Board meeting on the work of the Sustainability Committee. This meets every two months and receives occupational health and safety updates enabling directors to monitor key metrics of our health and safety framework. Our chief HR officer attends most Board meetings and all Remuneration Committee meetings to update members on diversity and inclusion efforts, how we attract and retain talent, succession planning and employee engagement. The chair of the Remuneration Committee also includes these topics in her 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 in more detail in Monitoring and shaping our culture. > See more on how our Board oversees our culture --- ## Our purpose is to transform lives Our vision is to enrich the lives of our customers ![img-113.jpeg](img-113.jpeg) ### Our people - We ensure engagement is at the heart of our business decisions - We create great people from a diverse pool - We are digitising our people processes to improve the overall employee experience and create a more engaging place to work - We provide coaching and functional skills through our digital learning platform, programmes and assessments ### Our values - Alive: we act with passion and a can-do attitude driven by innovation and an entrepreneurial spirit - Inclusive: we champion diversity and enrich the lives of the people and communities we serve - Respectful: We are humble, open and honest and deliver on our promises ### Our strategy - We have a clear 'win with' business strategy - We have a clear sustainability strategy - We have a clear purpose and vision --- # Culture benefits ## For the company ### Retaining and developing talent - Helps us keep top-performing people by offering a chance to grow and learn - Shows our commitment to developing and retaining good employees ### Knowledge and skill transfer - Facilitates the transfer of knowledge and best practice between OpCos as well as building capabilities - Helps increase innovation and efficiency in host OpCos ### Diversity and inclusion Supports a growing culture of diverse thought that welcomes differing perspectives ### Global leadership development and competitive advantage More opportunities to identify and cultivate future talent who can navigate complex business environments ## For employees ### Learning and development - Developing new skills and understanding new business environments - Better adaptability and problem-solving skills - A global mindset, which is increasingly important in interconnected multicultural teams ### Career growth Exposure to new challenges and skills to accelerate career growth ### Financial benefit Employees are suitably compensated --- ## C. Company performance and risk 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 gives the Board strategic advice on current and potential risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks we're prepared to be exposed to and the risks we want to avoid. - See more on risk management - See more in our Board focus table ## D. Stakeholder engagement Our Board members are increasingly engaging with shareholders and wider stakeholders and addressing their concerns. This is in keeping with our sustainability strategy, which addresses stakeholder concerns as advised by the Global Reporting Initiative (GRI), and the ongoing development of our remuneration policy. Our director induction includes directors' duties under Section 172 of 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 and management have frequent contact with the 9 active equity research analysts who follow Airtel Africa. The Board chair, Remuneration Committee chair, and other members of the Group's senior management such as the company secretary and head of sustainability, as appropriate, also engage regularly with investors on a range of matters including governance, people, remuneration and sustainability. Our Board discusses the impact of all major decisions on our workforce before reaching a conclusion. Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our OpCos. This year he visited Nigeria, where he was able to meet employees to discuss the company's strategy and operations, and the unique challenges and opportunities of serving Africa's most populous country. Further engagement with leaders from across all Airtel Africa OpCos occurred at the annual Leadership Conclave and was an opportunity to discuss business strategy and growth, and answer questions regarding growth, workforce and the evolution of the telecoms sector in the age of AI and satellite communications. Stakeholder considerations are included in every Board paper as part of the standard template. This ensures that we factor the needs and concerns of our stakeholders into Board discussions and decisions in line with Section 172 of the Companies Act 2006. See our Section 172 statement. - See how we engage with our stakeholders ## 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 updated 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 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 profit expectations and dividend policy - Terms of reference for Audit and Risk, Nominations, Remuneration and Sustainability Committees - Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010 and anti-corruption – these are updated as necessary in line with developments in corporate governance and legislation - Our Articles of Association Our policies are reported on to the Board and Audit and Risk Committee by our chief of internal audit and risk assurance, chief compliance and risk officer, and Group company secretary. > See a description of our whistleblowing procedures To help people develop fulfilling and rewarding careers, we have a performance and reward system. We look to promote internally and to give people roles where they can grow their skills and capabilities. Our Airtel Africa mobility programme helps us identify and reward high-performing teams by sending them to different OpCos to share and enhance skills. We began our Africa-India talent programme in January 2025 as part of our Global Talent Accelerator programme, giving six talented nominees the opportunity to develop their skills under the mentorship of senior leaders at Airtel India. We continue to identify training needs through manager assessments and employee input. We also use performance review feedback to make sure people can develop the skills they need. Our learning and development provision includes our online learning platform, Percipio, in-person training, and cross-border and cross-functional training. All employees are given help, training and encouragement to reach their potential and use their unique talents. Our efforts are strategically focused on enhancing functional capabilities and fostering leadership qualities. We continually work on cybersecurity awareness through ongoing employee training ensuring that necessary responses to cybersecurity risks are clearly understood. We run regular training programmes on cybersecurity and conduct regular cybersecurity risk assessments to increase awareness of social engineering fraud and system access caused by poor security protocols. > See more on our learning and development initiatives > See our latest Sustainability Report at www.airtel.africa --- ## Principle 2: ### Division of responsibilities #### F. Role of the chair The roles and responsibilities of the chair and CEO have been clearly defined, set out in writing, and signed by Sunil Bharti Mittal and Sunil Taldar. The chair leads our Board and is responsible for its overall effectiveness in directing the company, its governance and balanced decision-making. He ensures that we think long term when making decisions – and that sustainability, including but not limited to climate change, is considered at the levels of strategy, operations and risk. He also engages with major shareholders and key stakeholders to make sure our Board understands and considers their views. He sets the cultural tone of the businesses and leads initiatives to assess culture. 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 this once during the 2024/25 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. On separate occasions, the chair and the senior independent director each meet formally with independent non-executive directors without executive directors or other non-executive directors present. Through these meetings, the chair and senior independent director make sure 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 several safeguards in place to ensure robust corporate governance during his tenure as chair, including Andy Green in position as a strong senior independent director. The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda. #### G. Board composition and division of responsibilities Our Board consists of 12 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Sunil Taldar, CFO Jaideep Paul, six independent non-executive directors and three non-executive directors. Andy Green, CBE, is the senior independent director and Simon O'Hara is our company secretary. Cynthia Gordon joined as an independent non-executive director after the reporting period on 1 April, 2025 bringing the Board to 13 in total. The Board has an established framework of delegated financial, commercial and operational authorities that define the scope and powers of the CEO and of operational management. > See more on our Board roles > See more on our Executive roles --- ## H. Role of non-executive directors Our independent non-executive directors offer advice 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 of the financial 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 a critical role in fulfilling the requirements of the separation governance framework and ensuring Airtel Africa's independence. The senior independent director provides a sounding board for the chair, leads the chair's annual performance evaluation and serves as an intermediary to other directors when necessary. He is available to all stakeholders if they have any concerns. The independent non-executive directors help develop strategy, review management performance and provide independent insight and support based on their experience. They also review financial information and make sure our system of internal control and risk management is effective. They review succession plans for the Board and senior leadership, set executive remuneration policy and engage with key stakeholders and report to the Board on perspectives. Each serves on or chairs various Board committees. ## I. Board processes and role of company secretary Our company secretary supports the chair, ensuring the Board has high-quality information, adequate time and appropriate resources. He also advises the Board on corporate governance and facilitates professional development for Board members. 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 through a secure online portal. This allows them to prepare for meetings and to send in their views if unable to attend. The CEO and the CFO send updates to directors on important issues between meetings. Directors also receive a monthly report on key financial and management information, as well as regular updates on shareholder issues and analysts' notes. All directors have direct access to the advice and services of the Group company secretary. And non-executive directors can take independent legal advice at the company's expense when necessary to fulfil their duties to the company. We take time at the end of each Board meeting to review our Board and committee processes and to build on actions introduced because of the annual evaluation exercise. Coordinated by the company secretary and led by the chair, we consider feedback from Board members to improve our efficiency. --- ## Principle 3: ### Composition, succession and evaluation #### J. Board appointments As part of our 2024/25 external Board evaluation, we reaffirmed that each of our independent non-executive directors is independent in character and that there are no relationships that could affect their judgement. The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal, 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. > See more on our Nominations Committee's activities and processes, including changes to our Board and directors #### K. Skills, experience and knowledge of the Board and its committees We have an engaged and diverse Board who reflect 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's recommendations. The Board considers that each director brings relevant and complementary skills, experience and background to the Board, details of which are set out in the biographies and the skills matrix. #### L. Board evaluation 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 effectively. The Code requires an externally facilitated evaluation at least every three years. This year, we conducted an externally facilitated evaluation supported by Nasdaq. > See more on Board evaluation --- ## Principle 4: # Audit, risk and internal control # M. Independence and effectiveness of internal and external audit Each year, our Audit and Risk Committee identifies the key risks to be reviewed and assessed by Internal Audit as part of its programme of work to enhance our control environment. It makes sure that our policies and procedures safeguard the independence and effectiveness of internal and external audit functions and that our financial and narrative statements are true and complete. During 2024/25, Deloitte UK performed an external statutory audit for the year ended 31 March 2025, as well as a half-yearly review. - See more in Limited assurance report on financial reporting controls - See more on the activities and processes of our Audit and Risk Committee # N. Fair, balanced and understandable assessment The strategic report sets 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 understandable and provides information necessary for shareholders to assess our performance, business model and strategy. - See more on the Audit and Risk Committee's assessment of fair, balanced and reasonable # O. Risk management, internal control and determining principal risks As highlighted in the strategy and risk sections of the strategic report, managing risk is inherent to our management thinking and business planning. 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 effectiveness of our internal control, including financial, operational and compliance, and risk management systems. ## Principle 5: # Remuneration # P. Remuneration policies and practices Our remuneration 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. It's designed to be appropriate for a listed company in the UK while taking account of our very specific circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange and operating in 14 countries in Africa. There are two key principles of our remuneration policy. One, that remuneration packages and performance-based schemes should be aligned with stakeholders' interests and support our business strategy and objectives. And two, that the performance-based remuneration element should be appropriately balanced between the achievement of short-term objectives and longer-term objectives. Changes were made to the remuneration policy in 2023 and 2024 and reported in the directors' remuneration report. # Provision 41 engagement with the workforce During this financial year we engaged with employees across several issues in a variety of way, including remuneration – and in doing so remain compliant with Provision 41 of the Code. See more in How we engage with stakeholders. # Q. Procedure for developing remuneration policy The Remuneration Committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice, and is aligned with our evolving business strategy. # R. Exercising independent judgement In the year ended 31 March 2025, Alvarez & Marsal provided remuneration advice and benchmarking data, and Clifford Chance provided legal advice in relation to share plan matters and --- remuneration advice 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, specific 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 any significant changes. ➤ See our remuneration report --- # Engaging with our stakeholders ## Section 172 statement This section explains how the Board engaged with stakeholders' interests and concerns and considered them when making business decisions in 2024/25, in relation to their duties under Section 172 (a) to (f) of the Companies Act 2006. We aim to consistently apply our purpose, vision and core values (particularly 'respectful') when making decisions and delivering our strategy. This helps us meaningfully engage with all of our stakeholders, regardless of the outcome of any particular decision. Stakeholder engagement takes place at both Group and local operational level. Directors are kept informed about our stakeholders' views in a number of ways, including through their own direct interactions. In 2024/25, the Board and its committees considered information from across Airtel Africa and received presentations from management. All Board papers include stakeholder interests relevant to the decisions being considered. Directors regularly visit our local operations, and we hold Board meetings at regional offices to hear from representatives from the local business. These measures enabled the Board to consider the likely consequences of decisions over the long term, and any potential impacts on stakeholders. We know our stakeholders will hold a range of views about the decisions we take – and that not everything we do will please everyone, all the time. Our chair is committed to ensuring that the Board hears both positive and negative stakeholder views and is supported in this by the executive team. The chair, the chairs of each committee, senior independent director, CEO, CFO and our company secretary are all available to address concerns raised by stakeholders. All engagements with stakeholders by anyone at Airtel Africa are underpinned by our set of business standards, which have stakeholder interests at their core. Our Code of Conduct sets out our high ### How we work to understand our stakeholders Identifying our key stakeholders and their interests, needs and level of influence is fundamental to successfully engaging with them. Our approach to identifying stakeholders is led by the AA1000 Stakeholder Engagement Standard developed by AccountAbility as a guiding framework. This defines key stakeholders as 'individuals, groups of individuals or organisations that affect and/or could be affected by an organisation's activities, products or services and associated performance with regard to the issues to be addressed by the engagement'. We recognise stakeholders on whom we have the most significant impact and who have the most material influence on our activities. The priority stakeholders --- expectations for how all of us should behave, including respect for human rights, data privacy, and always acting lawfully. This underpins our belief that the value we create as a business must ultimately be shared between all stakeholders and contribute towards renewing and reaffirming the trust they have in us – and that we have in them. ➤ See our Code of Conduct and modern slavery policy statement at www.airtel.africa as identified in our matrix are: Our customers Our people Our communities Our partners and suppliers Governments and regulators Shareholders Media NGOs --- # How we engage with our stakeholders ## Our customers More than 166 million customers across Africa use our data, voice and mobile money services to connect, live and work. Customers are vital to our business model – they drive revenue, influence product development, and shape our brand reputation. In a dynamic and competitive telecoms landscape, our customer relationships shape our ability to navigate market trends, regulatory shifts, and emerging risks while unlocking strategic opportunities. Enhancing customer experience is central to our refined strategy. Failing to understand and meet the needs of customers could lead to loss of market share and revenues. ## How we engaged during the year We aim to engage with our customers using their preferred channel and by giving people convenient options for interacting with us. Our key interaction points are digital: MyAirtel app, unstructured supplementary services data (USSD), our contact centre, automated phone services (IVR), email and social media. Customers can use our 592 company owned retail outlets, where we talk to them about the products and services that matter to them. Key services at retail outlets include Airtel Money cash and float services, SIM swap, home broadband sales, post-paid collections, and distribution support. We also hold an annual World Customer Service week, when employees and senior leaders engage with customers and gather their feedback. This year that was augmented by focus group discussions, led by our CEO, which led to a re-prioritisation of initiatives in all OpCos and all Group functions to focus on the things that matter most to our customers. We continue to use quantitative feedback such as interaction data, and analyse volume trends to identify which channels customers prefer to access different services. We ask customers visiting contact centres or company-owned retail stores to complete a net promoter score (NPS) survey. This gives us an NPS score that helps us measure customer loyalty, satisfaction and enthusiasm for Airtel Africa. The score also enables us to narrow down issues to process, store, or agent gaps. Our score rose from 31% in Q4'24 to 39% in Q4'25. We also use customer satisfaction surveys when developing new products and services. ## Board oversight Our Board is kept informed of customer-focused matters through CEO and CFO reports, which provide insights at regional, country and sector levels. ## Interests and concerns Our customers continue to prioritise trust, convenience and reliability. They rely on the speed, uptime and accessibility of our network to use mobile money services. They also want to make sure their data and information is secure. Affordability is also a key concern. Many customers continue to worry about increases in the cost of living. While they see telecoms as an essential service, people want to make data last longer and get as much value for their money as possible. ## Outcome and actions Putting customer experience at the heart of our refreshed strategy has further sharpened our focus on understanding customers' needs. It has spurred a range of investments --- and improvements, not least our continued network coverage and distribution expansions. We've also enhanced our most important channel, MyAirtel app, including an 'Airtel Lite' application for customers with entry-level smartphones. MyAirtel app users have grown from 3.9 million in March 2024 to 7.1 million as of 31 March 2025. To boost convenience and affordability, our priority has been ensuring that customers can easily access our bundle information at the point of purchase and check their balances on all self-service channels such as MyAirtel app, USSD and IVR. We also suggested ways for customers to manage their data through our successful #SmartaWithData campaign. To empower Airtel Money customers we've introduced self-PIN management. This gives them options to manage their access on the go as well as transaction correction options if they accidentally send money to the wrong destination. They can send money P2P across borders using our international money transfer (IMT) services. We now have 166.1 million customers, including 44.6 million customers with Airtel Money mobile wallets. Customers have responded positively to our strategic initiatives, as shown by the 8% rise in our NPS score to 39% for Q4'25. --- Our people --- Our people are at the core of our business model and strategy. They help us create value in numerous ways, including by enhancing customer experience, delivering reliable and high-quality services, helping us drive innovation, and facilitating our partnerships. Engaged, talented employees are a competitive advantage and contribute to our business resilience. Failing to engage and motivate employees would create risks around performance, recruitment and retention, which could impede our growth. So we're focused on listening to our people and making Airtel Africa a great place to work for our 4,253 full-time permanent employees in 18 countries. ## How we engaged during the year We constantly look for formal and informal ways to better communicate and engage with all our employees, to understand their needs and views and ensure they feel valued, heard and motivated. This year we engaged in a range of ways. ### Town halls Our town halls at Group and OpCo level build unity, reinforce our purpose, and enable engagement with local teams to address collective issues. During town halls, employees can ask questions, make suggestions and raise concerns with senior leaders. Board members take part in town halls during OpCo visits. - Quarterly all-employee town halls at Group level allow leaders and independent non-executive directors to share business results, strategy and sustainability updates, people updates, and concerns and questions on day-to-day business deliverables – feedback is reported to the Board - Quarterly OpCo town halls allow OpCo executive leadership to engage with all employees including sales executives and middle managers - The chair and independent non-executive directors hold special town halls when they visit headquarters or OpCos - Functional CEOs hold town halls with functions to share new ways of working and catch up with teams ### One-to-one meetings Senior Group and OpCo leaders meet directly with employees as part of our open-door policy. Managers also have one-to-one meetings with their direct reports to discuss business matters and employee concerns – these include: - Skip-level meetings with functional CEOs at OpCo level - High potential employees connecting with business leaders - Exit interviews to understand reasons for leaving ### Employee feedback and idea sharing platforms To develop our leaders, we ask for 360-degree feedback, including from direct reports and peers. This is then shared with each manager, their line manager and the HR team. Through our 'my ideas' platform we encourage our employees to submit innovative ideas to business problems promoting cross-functional collaboration. Our employee engagement survey is conducted once every two years to understand workplace morale, identify areas of improvement and foster a positive work environment. Our 2024 survey achieved a 93% participation rate (2022: 91%). --- ## Employee recognition and appreciation programme We celebrate achievements through recognition programmes, such as quarterly town hall awards and our annual leadership conclave awards. Functional awards like the IT OpCo star club contest show OpCo-level recognition. ## HR roadshows We hold events to share information about benefits and policies and discuss questions from employees. These are held both in person and virtually each quarter and include HR directors and MDs in some OpCos. ## Employee wellness initiatives Each office has a medical provider visit for two days to carry out health checks and give advice to employees as needed. This is a mix of virtual and in person – for example, cancer awareness sessions are virtual while wellness check-ups are in person. ## Business reviews Our CEO and function heads visit OpCos regularly to engage with teams – they then raise issues and concerns as needed to our Group ExCo. In monthly business reviews, regional directors and our CEO discuss employee issues and the business health across functions and OpCos. ## HIVE Our in-house portal allows us to share policies, employee news, internal job postings, CEO addresses, CSR and business and brand news across the business. ## Board oversight For details of how the Board engaged with employees and was kept informed of their interests and concerns, see the focus on people and culture and our latest Sustainability Report at www.airtel.africa. ## Interests and concerns Key interests and concerns shared this year were: - **Career growth** – particularly opportunities to develop into leadership roles within and beyond OpCos - **Learning and development** – including access to training and opportunities to learn in different roles and locations - **The cost of living** – employees in some countries have been effected by socio-economic uncertainties such as socio-political disruption, inflation, higher taxation, and currency devaluations - **Community support** – employees also frequently talk about their concerns for the communities in which they work. They want opportunities to support local people in areas such as education, health and disaster relief --- ## Outcome and actions Our CEO and leadership team, with the support of the Board, continue to see engagement with employees as a key enabler to attracting, developing, and retaining a highly skilled, diverse and engaged workforce – as well as to maintaining a high-performance culture. The results of our 2024 employee engagement survey show an engagement score of 78%. Survey participants gave positive feedback on aspects of our culture including collaboration, diversity and customer focus. They also highlighted where more could be done – including career pathways, automation and employee empowerment. This year, in addition to taking steps to cushion cost-of-living pressures through our annual salary review process and in-market initiatives, we strengthened our policies and programmes in a number of key areas important to employees. - Our defined performance and reward system includes an emphasis on promoting internally and giving people roles where they can grow their skills and capabilities. - We increased access to our Africa Mobility Programme, which recognises high-performing teams by sending them to different OpCos to share and enhance skills. - We began our Africa-India talent programme in January 2025 as part of our Global Talent Accelerator programme, giving six talented nominees the opportunity to develop their skills under the mentorship of Airtel India senior leaders. - In September 2024, we launched the Commercial Masterclass, a two-day workshop for frontline employees designed to strengthen 'go-to-market', network and leadership capabilities critical to drive results. More than 1,500 people have now completed this workshop. - We increased communications with employees through a focus on 'Board connects' and 'Leadership connects' – these include the town halls, one-to-one and open-door activities described above. - We empowered employees through greater digitalisation and improvements in our IT systems. These measures add to our existing support frameworks such as employee health and wellbeing programmes, our employee assistance programme, and medical and life insurance. We continue to identify training needs through manager assessments and individual employee input. We also use performance review feedback to make sure people can develop the skills they need. Our learning and development provision includes our online learning platform, Percipio, in-person training, and cross-border and cross-functional training. ## The Board's focus on people and culture ### Understanding our people Our Board engages with employees in various ways to understand how we can enhance our people strategy and continue to bring our values to life. To explore 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. We arrange visits each year to operations, either individually or in small groups – and at least one Board meeting is scheduled to take place at a regional location with representatives from the business present. This year, our Board and committee programme once again took place in Dubai and was attended by many senior colleagues. This created opportunities for employees at all levels to discuss both professional and personal matters. --- The Board stays on top of employee-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 updates on remuneration, people, culture, conduct and diversity - Quarterly HR presentations to the Board on the progress of key HR projects, important talent acquisitions, project updates such as HR automation, and learning and development and performance management - 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 chair and ExCo members as well as ExCo and OpCo MDs and other leaders to discuss employee and personal wellbeing, team updates and career aspirations - Regular ExCo visits where leaders interact with teams at all levels of the business Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our operating companies. This year he visited Nigeria, where he was able to meet employees to discuss the company's strategy and operations, and the unique challenges and opportunities of serving Africa's most populous country. Further engagement with leaders from across all Airtel Africa OpCos occurred at the annual Leadership Conclave and was an opportunity to discuss business strategy and growth, and answer questions regarding growth, workforce and the evolution of the telecoms sector in the age of AI and satellite communications. In this role, he is not expected to take on the responsibilities of an executive director or the chief HR officer. He is responsible for supporting 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 in Board meetings - Ensuring that the Board, particularly executive directors, take appropriate steps to evaluate the impact of proposals and developments on the workforce - Where relevant and appropriate, providing feedback to the workforce on Board decisions and direction during the engagement process - Making sure that feedback is gathered from all levels of the workforce in various locations Each of our non-executive directors is invited to attend all quarterly employee town halls to hear feedback from employees and is encouraged to engage directly with employees when the opportunity arises. Feedback can then be shared immediately with the company secretary or chief HR officer, or with the Board at its next meeting. Independent non-executive directors also participate in the new Employee Connect sessions and report to the Board on their findings at the next meeting. --- ## Employee Connect Our independent non-executive directors met virtually with colleagues in East Africa (September 2024), Nigeria (February 2025) and Francophone Africa (April 2025). These conversations gave our employees another way of sharing their ideas and concerns directly with directors and enabled our Board members to take a 'temperature check' of employee concerns and interests. A wide range of topics were discussed including culture and the 'I am Airtel' initiative, cross-border employment opportunities, remuneration and benefits and gender balance. The Board was updated on these matters by the attending directors at the next Board meeting, and this informed discussions on employee wellbeing and on how colleagues could be better supported, including how to assist those colleagues economically impacted by being in high inflationary or unstable currency jurisdictions. The Board was pleased to note that there was a strong sense of pride generally expressed in working for Airtel Africa, and clear commitment to its future success. ## Developing our people To improve employee engagement, we encourage skills development through short-term assignments and exchanges between operating companies. Our flagship Airtel Africa Mobility Programme is designed to support talent retention, development and succession planning by giving high potential and top-performing people exposure and learning opportunities through an accelerated career development programme. It allows employees from various operating companies to share and learn knowledge through long- and short-term global assignments. So far, 48 people have participated in this programme. This year, notable Airtel Academy programmes included: - **Executive Development Programme** – an immersive senior leadership programme based on psychometric assessments followed by feedback and coaching sessions. - **Women For Technology Programme (W4T)** – a one-year programme targeting high-performing women employees in network, engineering and digital-related roles within the business. - **Airtel Money & PSB Smart Cash** – functional learning including dedicated fintech programs on cryptography, payments and compliance - 6,000+ courses completed over 6,500+ hours by over 400+ employees. - **AIL (India) Elementary Academy** – a one-year programme to equip finance assistant managers and senior executives with relevant skills. --- ## Provision 41: engagement with the workforce The Board is satisfied that we complied with Provision 41 of the Code during 2024/25. As described, we engaged with employees on several issues, including remuneration, in a variety of ways. Through various types of meetings and engagement, our Board informs employees on executive remuneration and hears feedback. We continually seek to improve the Board's dialogue with employees and review our approach regularly. The topic of engaging with our people forms part of the chief HR officer's report to each Board meeting. Copies of our Annual Report detailing the executive directors' remuneration are widely shared and available for employees to see on our website. During our annual strategy meeting and Q3'25 Board and committee meetings in Dubai, the Board met both formally and informally with our wider management team and other colleagues to field questions. A similar opportunity is offered to employees attending the Q&A session following quarterly Group-wide town hall meetings. At the strategy meeting, the Board reviewed the results of the 2024 employee survey (which is conducted every other year) – particularly around employee engagement levels benchmarked against peers and how our values link to our purpose, vision and behaviour. In line with the insights gained from the employee survey, the Board identified several opportunities for developing employees including the creation of better environments for the sharing of information and ideas, the encouragement of more non-financial rewards and recognition and the need to manage change more effectively. This directly informed the strategic discussions on talent management and the building and buying of talent, and the use of technology to drive work simplification and efficiency (digitalisation). The Board monitors the progress of actions taken through the CEO's monthly reports and the quarterly people updates and presentations by our chief HR officer. --- ## Monitoring and shaping our culture We understand the importance of setting the right tone from the top. Our Board places great emphasis on making sure our company culture reflects and reinforces our strategy, purpose, vision and core values. As such, one of our key focus areas is to monitor and assess the culture across Airtel Africa. We recognise that our culture must welcome every person's unique contribution and, in doing so, celebrate diversity and inclusion in all its forms. The Board monitors and assesses the culture of the Group in various ways. We meet with the ExCo and management, review the outcomes of employee surveys, engage directly with individual employees across the business, and listen to feedback from our stakeholders. The chair meets with every member of the ExCo during the year and is also the non-executive director responsible for employee engagement. He shares his findings at each Board meeting. Every engagement with our colleagues and other stakeholders is an opportunity for learning, and this informs the actions and decisions of the Board. A closer look at... # Monitoring our culture To meet their 2024/25 objectives of assessing and monitoring our culture and promoting the alignment of culture with our purpose, vision and core values and strategy, our Board participated in certain key activities during the year. ### Engagement The all-employee quarterly town halls allow employees to ask questions to Board members. Members of the Board attend voluntarily when they can, so that each director has a chance to hear directly from employees and employees hear from the CEO about what the Board is doing and considering ### Insight Wide-ranging insights at all levels of the business and a better understanding of sentiment and priorities for colleagues in their day-to-day operations ### Outcome/actions The Board takes employee views into consideration when making decisions, and each Board meeting generates wide-ranging exchanges of opinion based on insights gathered Outputs from employee engagement sessions are also used to shape future Board agendas and employee updates --- ### **Engagement** Whistleblowing reports are reviewed and monitored for their effectiveness at every Audit and Risk Committee meeting, with onward reporting to the Board ### **Insight** A sense of concerning behaviours seen within the business so that these can be immediately addressed – for example, with training to raise awareness around sexual harassment Insight into how the business has escalated and resolved concerns in the year ### **Outcome/actions** The Audit and Risk Committee will continue to monitor the effectiveness of the whistleblowing policy and report to the Board on how this supports the openness of Airtel Africa's culture ### **Engagement** The Remuneration Committee reviews our wider workforce policies and practices, including gender and CEO pay, and integrates sustainability measures into short- and long-term incentive targets ### **Insight** How remuneration and remuneration targets can promote the right performance and behaviours, and the extent to which incentives and rewards are aligned with our culture ### **Outcome/actions** The Remuneration Committee will continue to report to the Board on colleague sentiment around workforce policies and practices ### **Engagement** The Nominations Committee regularly reviews senior leadership talent and succession planning ### **Insight** The importance of organisational culture in determining our strategic priorities and reviewing senior succession plans ### **Outcome/actions** The Board, Nominations and Remuneration Committees were engaged throughout the rigorous Executive Committee recruitment and selection process ### **Engagement** Through a review of Internal Audit reports, compliance reports, risk deep dives, incident reports and policies and training, our Board and committees are regularly updated on a broad range of risk, control and business --- integrity matters. These include fraud, compliance, bribery, corruption and modern slavery, and standard supplier policies #### **Insight** A broad understanding of practices and behaviours, and how these align with our purpose, vision, core values and strategy – this includes our supply chain partners #### **Outcome/actions** Appropriate scrutiny and challenge from the Board and its committees to management as well as assurance over our approach to managing risk and business integrity matters --- ## Our communities Our purpose of transforming lives can only be achieved by working closely with the communities in the 14 African countries where we live and do business. They provide our customer base and the talent pool for our employees, so are critical to our business performance. They're also our neighbours and our partners in the sustainable development of their economies and societies through digitalisation and financial inclusion. We're proud of the essential connection services we provide for communities – and helping them thrive is key to our own success. Positive community relationships help our market positioning and brand loyalty, and can help strengthen our social licence for our infrastructure investments. Conversely, failing to engage our communities or respond to their needs could risk damage to our reputation, the loss of goodwill, and missed business or sustainability opportunities which could hinder our growth. ### How we engaged during the year We actively engage with the communities we operate in as a fundamental part of how we run our business. We aim to make sure there is communication and understanding in both directions, and that we gather and respond to feedback. In 2024/25, our OpCos used various to make sure information was accessible to communities including face-to-face meetings, letters, emails, text messages, social media campaigns, and traditional media activity. Our communities can contact OpCos and regional offices to share their interests and concerns over a range of channels, including phone, email and social media. We actively engage with governments and other organisations about community issues and initiatives, to get their input and feedback where useful. Our people play an important role in engaging with communities. We provide both volunteering opportunities and company donations to support local people. Our corporate sustainability programme also brings us closer to communities through initiatives such as our partnership with UNICEF on education. ### Board oversight Each quarter, the Board is updated on community issues, requests and concerns, as well as progress in our community initiatives. The Board also receives regular reports from the CEO and sustainability team and presentations by regional and country management teams, who are closest to their communities. --- ## Interests and concerns The wide range and variety of circumstances in our 14 markets mean that our communities have diverse interests and concerns, some of which are very local, and some more widely shared. These include a strong desire for greater connectivity through increased network coverage, opportunities through digitalisation in areas like education and financial services, responsible business operations and support for environmental initiatives, and in some cases, disaster relief, including for climate-related emergencies. ## Outcome and actions We work with communities and governments across our markets to transform the lives of some of the most vulnerable people on the continent. The expansion of our network and distribution infrastructure and our investment in reliability and quality are strengthening access to essential communications and financial services across our communities. We also continue to focus on increasing access to education to help bring lasting change in communities across Africa. Our partnership with UNICEF champions digital education through online platforms, connectivity and access to digital learning. 13 of our OpCos have launched initiatives in line with three pillars of this partnership: 1. Advocacy for education, especially among girls 2. Provision of tax-free access to government-approved educational websites and online platforms 3. Connecting schools to the internet free of charge Where specific local needs arise, we also provide tailored support and solutions in areas like healthcare, disaster relief, and digital and financial inclusion. We support our employees in volunteering, and contribute to a range of corporate social responsibility initiatives. This year saw the launch of the Airtel Africa Foundation, which is focused on funding and implementing projects which enhance access to and usage of digital technologies, promote economic empowerment through financial services, expand access to quality education, and deliver sustainable environmental practices. See more in The Airtel Africa Foundation section. We take a proactive approach to conserving our environment by ensuring that our products, operations and services are safe and have a minimal impact on the environment. We carry out environmental risk assessments across our business operations and have robust mitigation plans to address potential negative impacts that might affect communities in areas where we operate. We're constantly improving our environmental management system to ensure our activities contribute as little as possible to climate change, pollution and biodiversity loss. This is integral to our sustainability strategy. --- ## Partners and suppliers We work with more than 2,600 suppliers across Africa, including mobile brands, IT companies and telecoms infrastructure providers – with the top 100 vendors and suppliers accounting for just over $2.3bn of our procurements. These relationships are essential for our operating model – for instance, by providing the core competencies for our networks, supporting the adoption of smartphones that enable growth in data usage, or enhancing data security for our customers and our business. They underpin our performance and help us deliver for our customers – and we’ve consistently focused on strengthening our supplier relationships on the basis of mutual benefit. Given the importance of suppliers in our value chain, they also have an important part to play in our sustainability ambitions. While we have mitigation plans in place to ensure a resilient supplier ecosystem, a failure to nurture new and existing relationships could have an adverse effect on our ability to deliver reliable services for customers or execute our sustainable growth strategy. ### How we engaged during the year We engage with partners and suppliers throughout the year, with engagement with top suppliers taking place at both Group and OpCo level. This includes governance meetings, commercial meetings and, where necessary, grievance meetings. Many engagements take place at our Group headquarters in Dubai, which is the base of operations for several large suppliers. In addition, our senior leadership team engaged with a number of key suppliers at the MWC event in Barcelona in March 2025 and at the Capacity Middle East event in Dubai, in February 2025. These events bring together key ICT players from the Middle East and beyond representing carrier, cloud, peering, hyperscale, content, finance, edge, software, equipment, data centre and satellite industries. Our Code of business ethics is applied to all partners and suppliers who work for or on behalf of Airtel Africa plc and its subsidiaries. We require our current partners and suppliers to adhere to this Code and strongly encourage suppliers to extend this recommendation to their own suppliers in the value chain. Our third annual ESG self-assessment questionnaire (SAQ), conducted in early 2025, gave over 100 of our top vendors and suppliers the opportunity to share their progress and insights with us. This assessment, comprising 60 questions across four key ESG areas, has helped identify both strengths and gaps in supplier sustainability practices and allowed us to better understand ESG compliance across our supply chain. In February 2025, we hosted our second annual ESG roundtable with our top tier partners, focusing on decarbonisation initiatives, health and safety and the findings from our ESG supplier questionnaire. Industry leaders shared information about their carbon reduction strategies. These knowledge-sharing sessions are instrumental in driving collective progress across our supply chain. ### Board oversight Our Board is kept informed about supply chain initiatives through the CEO’s monthly Board report and Board presentations from the chief supply chain officer and the sustainability team. ### Interests and concerns Partners and suppliers raised a number of interests and concerns in 2024/25. We engaged with them on issues including currency fluctuations and FX shortages in some markets, payment terms, technology, and ESG matters such as greenhouse gas emissions in our value chain. ### Outcomes and actions This year, we continued to discuss sales and project plans, bids and proposals, and ways to expand our collaboration to help suppliers take full advantage of developing technologies. We co-designed and planned important infrastructure projects, and reached agreements --- on payment terms that reflected higher operating costs caused by the macroeconomic volatility in some markets. The ESG SAQ revealed key progress among our suppliers. On environmental metrics, we saw an increase in suppliers tracking greenhouse gas (GHG) emissions and setting emission reduction target. In terms of social responsibility, we saw improvements in workplace policies, with an increase in anti-discrimination measures and health and safety audits. We also noticed a maturing of governance structures among our suppliers. Airtel Africa is a member of the Joint Alliance for CSR (JAC). This is an association of telecoms operators aiming to verify, assess and develop ESG implementation across the manufacturing centres of the most important multinational suppliers. Members share resources and best practices, and collaborate to assess, verify and enhance labour standards, ethics, management systems, and health, safety, environmental practices across the supply chain. Over the past year, we've used insights gained from the alliance to strengthen our supplier onboarding process. Four Airtel Africa supplier site audits were completed by JAC members during the reporting period. ## Governments and regulators --- Our business model depends on providing telecoms and financial services, which are licensed and regulated in all 14 of our markets. Governments and regulators set out the policy and legal framework in which we operate based on their expectations and ambitions for the telecoms sector. Failure to comply with these frameworks could lead to sanctions, penalties, reputational damage and ultimately the loss of our licence to operate within a market. Whereas supporting the development ambitions of governments enables us to pursue growth. We engage closely with governments and regulators in all our markets, supporting their ambitions for digital and financial inclusion while working to create a viable business environment in which we can create shared value. This engagement helps us communicate effectively with the people who implement the policies, laws and regulations that affect our business. ## How we engaged during the year Our goal is to have two-way dialogue with governments and regulators. This allows us to understand their objectives and priorities, and to ensure they understand the impact that policy decisions have on the sector in the short, medium and long term. Our stakeholder engagement plan gives broad guidance on who should engage with governments and regulators on behalf of the company, depending on the seriousness and materiality of the issue under discussion. For serious and material issues, we rely on formal channels. This might involve us writing to a regulator or government department on an issue of concern or holding a formal minuted meeting. --- Other engagement happens in various ways, including at informal government events, product launches and industry gatherings. We also engage through local industry associations and international industry associations, including the global telecoms association GSMA. Gopal Vittal, our non-executive director, is chair of the GSMA Board of directors until the end of 2026. The CEO and Board members often, as part of country visits, pay courtesy calls on government ministers and regulators to share Airtel Africa's vision and to hear feedback on how the company is performing, areas that the company should focus on and any concerns around regulatory compliance. Our Board continues to have a productive and open dialogue with regulatory bodies and policymakers and sets high standards of governance across our business. The Board has empowered the CEOs and chief regulatory officers of our operating companies to represent them at country level 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. ### **Board oversight** Regulatory issues pose both opportunities and threats to our business. To manage these issues, the Board relies on a number of governance processes to guide directors in determining issues that require focused attention. Our chief regulatory officer reports monthly to the Board on material regulatory developments across our markets via the CEO's monthly update. Materiality is determined by the focus of the Board, a value or financial impact of $1m or more, and potential impact on our business reputation. The Board is also updated on regulatory developments when needed by the Regulatory Committee, our Group company secretary, regional directors and other subject matter experts. The Regulatory Committee evaluates and addresses all political, legal, regulatory and policy risks faced by the business at both Group and OpCo levels and determines whether additional mitigation is necessary beyond standard regulatory operations. Paul Arkwright chairs the committee which includes our CRO and the regional directors of our Francophone Africa, East Africa and Nigeria businesses. The committee meets every two months and is updated by our CRO on regulatory developments and stakeholder engagements to inform our approach. - ➤ See more on our Sustainability strategy - ➤ See our business reviews for more on legal and regulatory frameworks ### **Interests and concerns** This year, governments and regulators showed a particular interest in: 1. Compliance with laws and regulations and licence terms and conditions, with a particular focus on Know your client (KYC) and Quality of service (QoS) regulations. 2. Revenue collection and tax compliance, and national security. Governments continue to focus on extending digital inclusion. They encourage all operators to meet the obligations in their licences by addressing coverage gaps and ensuring that rural, underserved and unserved populations have access to telecoms and mobile financial services. Regulators continue to make spectrum available to operators to help them offer high speed data services and increase broadband penetration. Regulators have also continued to license mobile financial and fintech services. Central banks have been very supportive of our Airtel Money separation. This reinforces their belief that the mobile financial services business will be adequately financed and able to offer financial services to the unbanked. ### **Outcomes and actions** We continue to comply with laws and regulations and to meet our tax obligations, being recognised as one of the largest taxpayers in most of our markets. At the same time, we seek --- to show governments that their societies benefit from the shared value we create wherever we operate and advocate equitable taxation across all sectors of the economy. We ensure that all our activities are properly licensed and use our compliance management system to make sure all our operations comply with licence obligations. We closely monitor compliance with KYC and AML requirements, which are a special focus area for governments fighting terrorism, money laundering and the financing of terrorism. Our enhanced Compliance Management Programme helps management identify areas of non-compliance early enough to make corrections before the regulator intervenes. In 2024/25 we further strengthened our KYC compliance by investing in digital tools, and enhanced training and enforcement for sales agents. We monitor the quality of our network to make sure it meets regulators' quality of service standards, and that their citizens enjoy affordable coverage and a reliable service. Airtel Africa continued to work with governments and non-profit partners like UNICEF to contribute to national and regional policies and programmes, co-create interventions and collective development. In this reporting period, advocacy and information-sharing aligned with national education priorities led to the adoption of the draft law on the digitisation of education in Gabon, contributions to the new national policy on digital learning in Tanzania, and the launch of the digital agenda strategy of Uganda. Airtel Tanzania also signed an memorandum of understanding with two ministerial level entities responsible for education in Tanzania - with UNICEF, launched the Smart Wasomi initiative to scale digital inclusion interventions in schools. In December 2024, our CEO Sunil Taldar met with Etleva Kadilli, regional director for UNICEF in Eastern and Southern Africa and agreed on the need to work together to galvanise more support from additional partners and private sector entities to increase access to digital tools for learning and digital skills for children and young people in Africa. During his visit to the President of Nigeria in February 2025, our chair, Sunil Bharti Mittal promised to support the 3 Million Technical Talents (3MTT) programme with naira 1 billion (₦1B), in line with our mission to propel socio-economic development through education and digital inclusion. This ₦1B partnership with the 3MTT programme will help 25,000 young Nigerians acquire market-ready technical skills, contributing to Nigeria's goal of building a robust digital economy. On 20 January 2025, the Nigerian Communications Commission (NCC) granted approval for tariff adjustments after requests from the telecoms operators in Nigeria in response to the prevailing market conditions. The adjustments are capped at a maximum of 50% of current tariffs, with requests reviewed on a case-by-case basis by the NCC. --- # Shareholders --- Through their investments, our shareholders enable us to deliver our strategy and create long-term value for all stakeholders. Their capital enables our own investment in infrastructure, innovation and people, which in turn drives our sustainable growth and supports our purpose of transforming lives. Gaining and maintaining the trust of shareholders is therefore essential to our operating model. Any loss of that trust and credibility would undermine our ability to invest for growth and, ultimately, prevent us from doing business. ## How we engaged during the year In 2024/25, as part of a proactive engagement programme organised by our investor relations team, we engaged shareholders through a mix of group meetings and one-to-one conversations and sought further feedback from sell-side analysts and corporate brokers. Our investor relations team maintains a two-way dialogue between the investment community and Group management, executives and the Board. At the same time, we keep a range of channels open for communication, including this Annual Report, our Sustainability Report and: 1. Detailed quarterly financial statements and press releases with key financial and operational updates 2. Live conference calls and presentations held at each quarterly results announcement 3. Ad hoc shareholder and prospective shareholder meetings and calls 4. Virtual and in-person investor conferences to engage with existing and prospective shareholders 5. Proactive engagement with sell-side equity research community 6. Our virtual and in-person AGM, giving shareholders the opportunity to engage with our Board 7. Corporate website updates for investors to access investor-specific information on financial, operating and sustainability issues affecting Airtel Africa, including updates on key policies to enhance ESG ratings ## Board oversight The Board receives a detailed report on shareholder engagement, interests and concerns every month. This also includes: 1. Share price performance and current valuation multiples. The performance of our shares and the company's valuation is compared to our industry peers to create an understanding of relative performance 2. A detailed analysis of consensus expectations to ascertain the overall trend 3. An update on the composition of the shareholder register, with a focus on key buyers and sellers over the last month 4. An update on research published by sell-side analysts Corporate brokers also regularly give presentations to the Board. The CEO, CFO and head of investor relations meet regularly with institutional investors to discuss strategic issues and to make presentations on our results. --- Committee chairs are also available to engage with major shareholders regarding their areas of responsibility. Non-executive directors develop an understanding of the views of major shareholders through regular updates from the head of investor relations and external advisers. ## Interests and concerns Our shareholders' priorities in 2024/25 included: - **Our growth outlook.** Investors continue to be concerned about the potential impact on our revenue of challenging macroeconomic environments and consumer cost-of-living pressures due to inflation. Before sector-wide regulatory approvals to adjust tariffs were granted in Nigeria in January 2025, investors expressed concerns about that market in particular. - **EBITDA margin improvements.** Investors remain interested in profitability in the context of FX headwinds and inflation in some markets, with specific reference to fuel prices and devaluation of the naira. - **Reducing exposure to FX volatility.** As in previous years, investors were concerned about our exposure to FX volatility across our markets, particularly in Nigeria. - **Shareholder returns.** Shareholders told us that they are comfortable with our existing progressive dividend policy, but some suggested that a new buy-back would strengthen returns further. - **IPO of Airtel Money.** Investors were interested in our progress towards the IPO of Airtel Money which we aimed to explore following the investment from minority investors into Airtel Money in 2021. - **Sustainability.** Investors are increasingly interested in our sustainability commitments. During the year we saw improved ESG ratings, reflecting continued success in financial and digital inclusion, the publication of our 'Journey to a net zero future', and increased transparency around our policies. Investors raised a number of other issues at times throughout the year. These included: - Our leverage, which increased after the renewal of our tower contract with ATC in September 2024 - Whether our strategy would change in light of changes in our senior management, the appointment of our CEO and our CFO's planned retirement - Gender balance across the Group and at Board level ## Outcomes and actions Our Board is kept well informed of the views of shareholders and is able to take them into account when taking major strategic and operational decisions. This year we: - Approved a share buy-back of up to $100m in December 2024 as part of continuing to upstream cash from OpCos to support shareholder returns - Actively engaged with shareholders and analysts around progress on derisking our balance sheet and reducing our exposure to currency weakness. This included paying down all HoldCo debt, migrating further OpCo debt to local currency level, and an additional APM which focused on 'lease-adjusted leverage' to reflect the financial position in relation to our new ATC lease - Communicated the demand for our telecoms and mobile money services across our 14 markets as reflected in resilient revenue growth trends despite the challenging macro environment, highlighting that we're not reliant on any single market for growth --- - Highlighted our ability to sustain growth at a high level (to limit FX pressures), by offering affordable services to customers without relying on price increases to fuel growth - Communicated our refined growth strategy which reinforces our focus on the customer experience while maintaining overall consistency with our previous, proven strategy, underlining continuity in management's approach - Acknowledged the need to keep addressing challenges around gender diversity in our operating areas while communicating progress, including the fact that 43.2% of all senior appointments were women in H2 2024/25. ➤ See more in our financial review ➤ See more on How we manage risk # Media Print, broadcast and online media remain trusted and authoritative sources which can inform and influence all our stakeholders. Engaging actively and transparently with the media supports our business model by creating opportunities to reach customers, highlight our work in promoting digital and financial inclusion, and build and protect stakeholders' trust. Conversely, failing to engage fully with the media could lead to missed opportunities and undermine market position and sentiment. # How we engaged during the year We have strong relationships with individual journalists and their media organisations at Group and OpCo levels. We build and nurture these long-term, mutually beneficial relationships in a range of ways, including by sharing announcements and updates, conducting regular briefings, hosting media roundtables, providing media toolkits and organising tours to showcase our work and initiatives. We also share insights on the industry, making us a 'go to' source for journalists needing authoritative content from trusted spokespeople. We regularly update the Media Centre on our website with our latest news so that journalists can quickly and easily access relevant information. The Media Centre also has a feedback facility, and we use this to understand media interests and concerns. We also hold one-to-one sessions with journalists to gather feedback on our engagement, identify their priorities and understand how we can better support their reporting needs. --- ## Board oversight Media feedback and coverage results are shared on a regular basis with the Board. ## Interests and concerns The media focused this year on the progress and impact of our initiatives, financial performance, innovation and strategy. Our landmark partnership with UNICEF continued to garner significant media traction across Africa. Media representatives continued to express interest in one-to-one briefings and sector insights. ## Outcomes and actions In light of feedback from journalists, this year we introduced quarterly media roundtables in each market to build on our communications strategy, which focuses on corporate and leadership profiling and creating compelling sustainability narratives. For example, our campaign to mark World Teachers Day helped communicate the work being done by our landmark UNICEF partnership. This generated 40 pieces of coverage across our markets and amplified the impact of providing access to digital education to millions of children in Africa. ## NGOs NGOs are important partners for us as we work to transform lives, bringing their grassroots expertise to help us deliver positive change, and helping build trust among other stakeholders. Engaging with NGOs helps us identify issues, build partnerships and co-create sustainability programmes. ## How we engaged during the year Most engagement with NGOs takes place at OpCo level, through regular meetings, communications and events. NGOs also approach Airtel Africa by writing to OpCo managing directors requesting sponsorship or a contribution to a particular project. This is then followed up by the relevant OpCo. We deepened our collaboration with UNICEF at both regional and country levels, working closely to track progress and refine implementation strategies. This strengthened partnership led to greater clarity around roles and expected outcomes, operational efficiencies and enhanced performance in this reporting period. ## Board oversight Our Board is kept informed of NGO matters by country through CEO and CFO reports and the quarterly Board sustainability report. These allow the Board to understand the interests and priorities of NGOs, the benefits and opportunities the relationship provides, and our ongoing engagement activities. ## Interests and concerns The priorities of the NGOs we work with are focused on our broad area of collaboration, including digital education, environmental conservation and empowerment. ## Outcomes and actions There are no specific actions to report this year, but we continue to monitor outcomes. --- # Audit and Risk Committee report ## Committee chair's statement ![img-114.jpeg](img-114.jpeg) **Ravi Rajagopal** “ This year we continued to oversee and ensure the integrity of financial information and the effectiveness of risk management and internal control at Airtel Africa. ” ### Committee membership and attendance | | Member since | Meetings attended/held | | --- | --- | --- | | Ravi Rajagopal Chair | April 2019 | 9/9 | | Andy Green | April 2019 | 9/9 | | Annika Poutiainen | April 2019 | 9/9 | | Awuneba Ajumogobia | October 2020 | 9/9 | I'm pleased to present this committee report which outlines our activities and focus areas for the year. Our members – all independent non-executive directors with financial and industry expertise – are unchanged. This year we oversaw and ensured the integrity of financial information and the effectiveness of risk management and internal control at Airtel Africa. During the year I was able, as part of my annual schedule of market visits, to meet our management and finance teams in DRC and Congo B to witness and assess the disciplines around controls and risk management. I also met those based in the back office in Delhi, India to better understand finance controls, the monthly closing processes and revenue assurance. This direct interaction provided valuable insights and informed the work of the committee. ### Key focus areas The Group continued to experience **macroeconomic challenges** across geographies which directly affect our committee's work. We reviewed management's presentations on the business and ensured there were appropriate disclosures in the financial statements. These included FX movements in some of our markets, the presentation of exceptional items relating to FX and the balance of reporting between constant and reported currency. This report highlights our review of Airtel Africa's internal control, including the three lines of defence mechanism, and the focus on mobile money internal control ahead of the planned --- Airtel Money business IPO. In view of the 2024 FRC's **Corporate Governance Code changes**, we received updates on Provision 29 requirements from management and their applicability to Airtel Africa, including the steps needed to achieve full compliance. Our committee reviewed and was satisfied with the three lines of defence mechanism on our internal controls, the strict adherence to the self-validation processes, the role of internal audit, and external independent assurances. As part of the requirement to comply with the Nigerian SEC requirements related to internal control (including Board attestation), we also identified material controls to manage financial reporting risks and reviewed planned improvements in the design of controls by standardising operating processes to improve the operating effectiveness, execution and monitoring of these controls across the organisation. To maintain and improve our knowledge, our committee also took part in dedicated sessions with Deloitte on fraud risks and the requirements of Provision 29. The Group continued to assess processes for identifying **key controls** and the results of the OpCo-related scoring framework through internal audit validation – these were regularly reported to our committee. We also continued to look in depth at certain aspects of the control environment, particularly the presumed risk of management override of controls and those relating to fraud management, IT security and cyber risk. We increased our focus on **mobile money internal control and compliance**. This reflected the increasing cyber threat and risk from third party interfaces to the integrity of financial transactions. With the planned listing of the mobile money business the robustness of controls and risk management of a new standalone listed entity assumes even more importance. Our work has included assessing risk management, improving controls and tracking compliance against regulations applying to mobile money businesses in all our markets and arising from central bank licences. Strengthening the IT systems and increasing resilience of application software has been a core part of our work this year. Our committee also continued with its deep dives into the monitoring and reporting of **Internal Control over Financial Reporting (ICOFR)** and non-ICOFR key controls to strengthen compliance and monitoring for mobile money. Over the past few years, while waiting on the finalisation of regulatory reforms governing internal control, we've made significant progress in enhancing our internal controls by voluntarily formalising the implementation of an ICOFR framework using the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Improvements to the ICOFR framework include a robust risk assessment process to identify potential risks, including management override and fraud, the continuous evaluation of controls, and enhancements in the design and effectiveness of controls. Ongoing monitoring, independent testing, and reporting are now in place. Deloitte maintained a controls reliance approach during the external financial statement audit. This year, the work of the committee emphasised the importance of **internal audit** in focusing on risk management, compliance and fraud prevention. The internal audit team, supported by EY, provided assurance on the effectiveness of internal controls, with a focus on high-risk processes and the potential for automation. Looking ahead, our committee plans to continue enhancing internal control in line with the new UK Corporate Governance Code. --- We also reviewed Airtel Africa's principal and emerging risks. There were no changes to principal risks during the year. See our Principal risks and mitigation section for the significant judgements made in connection with these risks. > See our TCFD disclosures During the year, we focused on several key matters of financial reporting. We considered the full year and half year results and the Q1'25 and Q3'25 trading updates. We looked closely at accounting policies and practices as well as judgements and disclosures on key accounting matters: the significant devaluation of the Nigerian naira, hyperinflation accounting in Malawi, the accounting treatment for the renewed tower lease agreements with American Tower Corporation (ATC) across four OpCos, and the accounting for the share buy-back. In line with the Group policy on exceptional items, our committee reviewed the updated policy and agreed that the impact of currency devaluations for Nigeria and Tanzania and provision for certain legal matters should be classified as exceptional items given the impact on financial statements to enhance comparability of underlying operations over time. We also placed particular emphasis on reviewing our IT infrastructure and reviewed at each meeting the work being undertaken to upgrade systems, reduce outages and prepare disaster recovery plans. The report details how we engaged with Deloitte, the Group's external auditor, and managed non-audit services to ensure auditor independence. # Our schedule of meetings In addition to scheduled committee meetings, we met regularly independently of management, with both external and internal auditors and are satisfied that neither is being unduly influenced by management. I also hold regular meetings with our CFO and other members of management to better understand the issues that need discussion at committee meetings. As committee chair, I regularly engage with key stakeholders on committee work, including Group Internal Assurance, senior management and our external auditor. Our committee report is structured into five parts: - Part 1 – Our work during the year - Part 2 – Accounting and financial reporting issues and our response - Part 3 – Risk management and internal controls - Part 4 – External auditors - Part 5 – Finance Committee Throughout the year, we continued to operate with openness and transparency, and a spirit of robust challenge when necessary, to make sure our shareholders and other stakeholders are protected. # Future focus Over 2025/26 our committee will continue to monitor macroeconomic conditions, including currency devaluations and hyperinflation, affecting the Group's performance and assets. We will continue to oversee the development of plans to meet the requirements of the new UK --- Corporate Governance Code, including an effectiveness review and certification of internal control. We will also continue to focus on the control and compliance environment for Airtel Money, strengthening compliance through training, process improvements, automation, and robust consequence management to ensure accountability. 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'd also like to express my appreciation to our outgoing CFO, Jaideep Paul, who is retiring this year, for guiding the company through its IPO in 2019 and his unparalleled dedication and commitment in leading the finance function. This has laid a solid foundation for his successor, Kamal Dua, who will become CFO in July. I welcome questions from shareholders about this committee's activities. To discuss any aspect of this report, please contact me through our company secretary, Simon O'Hara. For contact details, see General shareholders' information. I will also be attending the 2025 AGM and look forward to the opportunity to meet and speak with you there. **Ravi Rajagopal** Chair, Audit and Risk Committee 7 May 2025 --- # Committee governance ## Key responsibilities Our committee is responsible for overseeing: - Accounting and financial reporting - The role and mandate of the Internal Audit function - The selection, appointment and management of the relationship with the external auditor - Internal control and risk management systems Detailed responsibilities are set out in our committee's terms of reference, which can be found at www.airtel.africa/investors/governance. ## Composition Our committee consists of four independent non-executive directors: Ravi Rajagopal (chair), Andy Green, Annika Poutiainen and Awuneba Ajumogobia. The Board believes these directors have the necessary range of financial, risk, control and commercial experience required to effectively challenge management. The Board is satisfied that Ravi Rajagopal has recent and relevant financial experience. His skills in finance, control and risk have been developed over a career working in senior strategy and management roles. He held various financial leadership roles at Diageo until retiring in 2015, including as Group controller in the UK and global head of mergers and acquisitions. As a qualified chartered accountant, he has lectured at Oxford University and Imperial College. As a collective, we have a thorough understanding of the telecoms and mobile money services sectors and emerging markets in Africa, including recent and relevant financial experience and expertise gained through various corporate and professional appointments over the years. See detailed biographies of our committee members in Our Board of directors. Our company secretary is the secretary to this committee. ## Meetings during the year Our scheduled quarterly meetings take place shortly before Board meetings. Before that, the committee has a pre-meeting to focus on Internal Audit and discuss any issues needing more time. We held five scheduled meetings and ### Progress against the 2024 evaluation: #### Key themes and areas for focus Increasing the focus on internal control and systematic solutions to control issues to ensure problems are not repeated in other countries. #### Progress We worked to create a more open culture that enables sharing concerns and identifying solutions. We focused on ensuring that the leadership team embeds a culture of risk management and compliance. We improved accountability for controls across the businesses by continuing to invite OpCo managing directors and finance directors to update the Audit and Risk Committee on their culture, controls environment and compliance regimes. #### Key themes and areas for focus --- four combined Internal Assurance and pre-meetings during the year. Attendance during the year is set out in Our Board's focus in 2024/25. We also met three times between the end of the financial year and the signing of this Annual Report. The committee chair also invites other regular attendees including the CEO, CFO, deputy CFO, chief internal auditor and chief compliance and risk officer, along with internal audit partners (EY) and other senior executives. Representatives of our external auditor, Deloitte, were invited and attended all meetings. Akhil Gupta also attends our committee meetings as an appointed observer on behalf of Bharti Airtel. Other senior finance and ExCo leaders sometimes attend and present to our committee if specialist knowledge is required. The committee chair meets privately and separately with each of the Group CFO, chief internal auditor, chief compliance and risk officer, and our external auditor to ensure the effective flow of material information between the committee and management. We also regularly make time for discussion at the end of meetings without management present. ## Effectiveness The Board evaluation reviewed the committee's effectiveness and sought feedback from its members. The review concluded that the committee continued to function well. Its management of meetings, quality of relationships and communications, and review and oversight of key areas of responsibility, were all considered effective, with overall feedback positive. ➤ See details of the Board evaluation Continuing to focus on maturing risk management and compliance culture. ### Progress We also received training on fraud risk and the controls environment in separate sessions. We discussed the output of the 2025 evaluation and concluded that we had operated effectively throughout the year. Areas in which your committee provided challenge to management are identified in this report. We also confirmed our areas of focus for the year ahead. ### 2025 evaluation Audit and Risk Committee ### Outcome Areas of focus ### Key themes and areas for focus Maintaining focus on internal control and systematic solutions to control issues – including preparation for Provision 29. ### Action We'll continue to focus on maturing --- our risk management and compliance culture. ### **Terms of reference** We review our terms of reference yearly to ensure clearer alignment with Code provisions and updated FRC guidance. These terms of reference are available on our website www.airtel.africa --- # Part 1: Our work during the year ## Our review process At each quarterly meeting, we review summary reports from the internal assurance function, as well as financial results and details of actions 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 on our activities, recommendations and other relevant matters. ## Risk management and internal systems and controls We advised the Board that our risk management and internal control systems were effective. Following its own review of the reports submitted to it, the Board agreed that our system of internal control continues to be effective in identifying, assessing and ranking the various risks we face as a business, as well as in monitoring and reporting progress in mitigating potential impact. | Our priorities | Actions taken during the year | Cross-reference | | --- | --- | --- | | **Risk management** | | | | Looking closely at the robustness of our systems for risk reporting, assessment and control and ensuring that we focus on the areas of greatest risk | - Reviewed and recommended the risk strategy to the Board for approval and provided oversight to this strategy throughout the year - Noted reports on the progress of risk-related remediation programmes - Reviewed our Group principal and emerging risks, making no changes to principal risks this year - Continued a deep review of our risk appetite framework and adopted key risk indicators (KRIs) and risk tolerance limits for supply chain management (SCM), networks and commercial to proactively track risks across the business - Received quarterly risk management reports on key risk indicator (KRI) reporting. These confirmed the effectiveness of the early warning and exception monitoring process, where the attention of management and the Board is only directed at areas or processes where risks are increasing - Received (as part of the quarterly key control status update) descriptions of the key controls monitoring and reporting cycle for both ICOFR key controls and non-ICOFR key controls - Assessed the impact of the Nigerian Securities and Exchange Commission (SEC) decision to implement sections 60 to 63 of the Investment and Security Act (ISA) on internal control, including disclosures related to the Group's ICOFR framework (ICOFR is an internal control over financial reporting process consisting of policies and control procedures to assess financial statement risk and reduces the risk around inaccurate financial reporting) - Conducted (as part of our key issues report) design and compliance reviews and ensured that learnings were applied across the business | Principal risks and mitigation | | Reviewing our risk management framework and conducting thematic risk reviews to ensure risk remains within our agreed | - Further embedded the Risk Appetite Statement (RAS) framework and an exception-based risk reporting approach - Conducted an annual review of the key risk indicators and tolerance limits - Ensured that all risks identified and entered on the risk register were accompanied by a risk mitigation plan and mapped to the risk management framework | Managing our risk Principal risks and mitigation | --- | Our priorities | Actions taken during the year | Cross-reference | | --- | --- | --- | | appetite and is monitored and reviewed as needed to reflect external and internal changes | Conducted thematic reviews on: - **Financing and foreign currency risks, including:** - Exchange rate volatility and devaluation risk - Financial reporting implications resulting from the Nigerian naira and Malawi hyperinflation - Liquidity and refinancing risk - Banking landscape and treasury governance - Related internal controls and compliance - Mitigation strategies for the devaluation of local currencies against the US dollar in the medium/long term - The rebalancing of debt from Group level to OpCo level - **IT and engineering operations – risk governance and resilience, including:** - The risk of technology obsolescence and our network resilience and business continuity plans - The security environment and security risk profile, including cybersecurity and disaster recovery. The chief information security officer (CISO) provided regular updates to our committee on ongoing security projects - **Anti-bribery and corruption** – reviewed the results of a bribery and corruption risk assessment survey across the Group to assess the Group's bribery and corruption exposure and provided guidance on how to respond effectively to areas of challenge | | | Clarifying processes and controls to help people identify, monitor and mitigate risk earlier and more effectively | - Revisited the process of self-certification by business units, by which accountability for assurance is placed on operational staff, to support the rigour of the internal audit and external audit assurance process - Continued to review overall ratings on the quality of processes and controls identified for each OpCo, alongside a rating of end-to-end processes across all OpCos**Continuous control monitoring:** reviewed results of the proof of concept for the continuous controls monitoring initiative and deemed the initiative successful. The framework will be rolled out in all markets and in all business lines. - Received and reviewed reports on the risk and compliance environment, including updates on talent development, recruitment, and key priorities | | --- | Our priorities | Actions taken during the year | Cross-reference | | --- | --- | --- | | **Statutory audit and audit engagement** | | | | Reviewing the services, fees and policy for non-audit services provided by the auditor for the year | - Approved the non-audit services and related fees provided by Deloitte for 2024/25 - Reviewed the updated non-audit services policy | Part 4 | | Approving the statutory audit fee for the year | - Approved the fees for the 2024/25 audit and made sure the 2023/24 statutory audit fee was paid | Note 8.1 | | **Internal audit and chief internal auditor review** | | | | | - Reviewed and approved the yearly combined assurance plan for second and third line reviews - Received progress reports on delivery of assurance activities, including outcomes of assurance reviews | | ## Financial reporting We recommended to the Board that the 31 March 2025 Annual Report and financial statements presented a fair, balanced and understandable assessment of Airtel Africa's position and prospects. ### Ongoing financial reporting activities We reviewed the integrity of the quarterly, half year and full year financial statements. We also examined other statements containing financial information, including trading updates and investor presentations and packs, and recommended their approval to the Board. At each of our meetings, we reviewed and constructively challenged the accounting methodologies, key estimates, and judgements and disclosures set out in the papers prepared by management – determining the appropriateness of these with input from the external auditor. Key transactions, judgements and estimates in relation to this year's financial statements are listed in Part 2. We also reviewed existing and emerging litigation and regulatory risks. | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | Reviewing the preparation of financial statements on a going concern basis, as set out in our accounting policies | - Recommended to the Board the preparation of our financial statements on a going concern basis, having reviewed the going concern assessment | Note 2 | | Reviewing financial reporting controls and considering key issues and findings raised by the internal audit team | - Reviewed findings and key issues raised by the internal audit team and was satisfied that management had resolved, mitigated or set out action plans for all financial reporting issues or concerns identified | Part 3 | | Considering management's significant accounting judgements, the policies applied to quarterly, half year and full year financial statements, and how the statutory audit contributed to the integrity of our year-end financial reporting | Assessed: - The quality, appropriateness and completeness of significant accounting policies and practices and any changes to these, including the currency devaluation exceptional items policy - The reliability and integrity of our financial reporting, including key judgements and whether to support or challenge management's judgements | Part 2, note 2 and note 3 | --- | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | | - The external audit findings, including their review of key judgements and the level of misstatements - The rationale for the accounting treatment and disclosures around judgements and estimates - The overall level of reasonableness applied by management in their judgements and estimates around significant half year and full year matters, considering the views of the external auditor and evidence of bias | | | Reviewing the proposed audit strategy for the year's external audit, including the level of materiality applied | - Assessed the detailed audit scope and challenged the key areas of focus and significant risks identified by the external auditors – in particular, Deloitte's application of Group and component materiality - Monitored the external auditor's progress against the agreed plan and considered issues as they arose | Part 4 | | Assessing the effectiveness of the 2024/25 audit | - Thoroughly assessed Deloitte's audit process and concluded that the audit was effective. The Board will recommend the reappointment of Deloitte as external auditor for the year ending 31 March 2026 at the AGM | Part 4 | | Reviewing related-party transactions and disclosures | - Reviewed related party transactions entered by the Group during the year and determined that these were at arm's length. We're satisfied that related-party disclosures in our financial statements are appropriate - Endorsed the adoption of 'lift and shift' programmes from India to Africa on an arm's length basis | The Board's focus, Consolidated note 30 and Company note 4 | | Reviewing whether the company's position and prospects as presented in the 31 March 2025 Annual Report and financial statements were fair, balanced and understandable | Assessed: - The completeness and consistency of disclosures in the Annual Report, interim reports, our business model and strategy - The internal verification of the non-financial factual statements, key performance indicators and descriptions within the narrative - The use of alternative performance measures (APMs) - The treatment of items as exceptional - Feedback from external parties (corporate reporting specialists, remuneration advisors, external auditors) to enhance the quality of our reporting | Reviewing the Annual Report 2025 | ## Reviewing the Annual Report 2025 At the request of the Board, we reviewed this Annual Report to consider whether, taken as a whole, it was fair, balanced and understandable. We have robust governance processes in place to support the year-end review of the Annual Report, including ensuring that everyone involved understands the 'fair, balanced and understandable' requirements. Our considerations included: ### Fairness and balance - Is the Annual Report open, honest and accurate? Are we reporting on our weaknesses, difficulties and challenges alongside our successes and opportunities? - Do we clearly explain our KPIs and is there strong linkage between our KPIs and our strategy? --- - Is there a fair balance between APMs and reported figures? - Do we show our progress over time and is there consistency in our metrics and measurements? - Does the narrative and analysis in the report and accounts effectively balance the needs and interests of our key stakeholder groups? # Understandable - Do we explain our business model, strategy and accounting policies in a simple way, using precise and clear language? - Do we break up lengthy narrative with quotes, tables, case studies and graphics? - Do we define industry terminology and acronyms? - Do we have a consistent tone across the Annual Report? - Are we clearly signposting to where more information can be found? Iterations of the draft Annual Report were provided to committee members throughout the production process. After a formal review in meetings on 25 April, 1 May and 6 May, we confirmed to the Board that this Annual Report is fair and balanced and provides enough clarity for shareholders to understand our business model, strategy, position and performance. The directors then made their assessment following the Board's review of the document at its meetings on 27 March, 6 May and 7 May 2025. # Governance The Board considered the results of the annual committee evaluation and considered the Audit and Risk Committee to be effective. | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | Reviewing updates from regulators on corporate reporting | - Reviewed summary reports with updates on upcoming proposals and regulation changes in UK corporate reporting - Reviewed updates on FRC's thematic reviews and other guidance issued by the FRC during the year. The Group already complied with the majority of the recommendations, and our 2025 Annual Report has been updated to use best practice as appropriate | Compliance with the UK Code, Part 3 and Part 4 | | Meeting the UK's Transparency Directive (TD), ESEF Regulation (ESEF regulatory technical standard), including phase 2 requirements, prepared using the UKSEF taxonomy | - Paid special attention to the preparation of our consolidated financial statements in digital format under the TD ESEF regulation - Made sure the necessary procedures had been completed by all parties, including our technical accounting team and an external specialist IT provider - Asked our external auditor to perform a separate independent voluntary limited assurance of our ESEF – this confirmed that the ESEF annual report was prepared and marked up in line with the requirements of the ESEF technical standard. Their ESEF review opinion is included in this Annual Report | ESEF assurance statement | --- | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | Staying up to date with regulatory reform | - Noted the revised UK Corporate Governance Code (2024 Code) published in January 2024 by the FRC. This includes a limited number of key changes, significantly a new requirement for boards to declare the effectiveness of their internal controls each year (Provision 29). Airtel Africa is preparing to implement the reforms by adopting an ICOFR framework and our committee has been receiving regular feedback on progress. See the latest updates in Part 3: Risk management and internal controls. - Continued to enhance our internal control systems and processes based on self-assessments and evaluations, as well as feedback from internal audit, external audit and other assurance providers | Part 3 | | | - Discussed with Deloitte the responsibilities of directors around the prevention and detection of fraud - Reviewed quarterly compliance certificates provided by executive management confirming the adequacy of procedures to review the effectiveness of our internal and disclosure controls and discussed areas of non-compliance before recommending to the Board for approval | Part 2 and Part 3 | | Reviewing the findings of the yearly evaluation of our committee | - Reviewed the evaluation results and set out an action plan to deliver its recommendations | Committee evaluation | | Reviewing the work of the Finance Committee | - Reviewed the operation of the Finance Committee and concluded that it was fulfilling its purpose | Part 5 | --- # Airtel Money | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | Ensuring readiness for IPO and execution of the separation plan | - Discussed in detail our responsibilities for overseeing the AMC BV business, particularly given the separation activities and the desire to avoid any unnecessary duplication of effort with the AMC BV Board | Board focus in 2024/25 | | Reviewing the control environment | - Strengthened systems, processes and governance frameworks – and enhanced risk and compliance controls - Reviewed projects to modernise transaction monitoring tools and strengthen the internal control and regulatory compliance culture and infrastructure - Analysed the Airtel Money risk and compliance strategy, structure and systems to assess their fitness for purpose. Our senior independent director attended the AMC BV Audit and Risk Committee as a member of the Audit and Risk Committee on Airtel Africa's behalf to provide oversight - Reviewed the register of significant risks and assessed the regulatory-related implications of a breach. Also reviewed back-end controls and supported actions to strengthen KYC and minimise commission arbitrage - Received guidance from the Group treasurer on counterparty governance on trust balances | Part 3 | # Other matters | Our priorities | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | **Capital allocation** | | | | | - Recommended to the Board the full repayment of a $550m bond to create a zero-debt position at HoldCo from cash reserves | | | | - Reviewed and endorsed the Group's successful capital allocation strategy to focus on reducing foreign currency debt obligations across operating companies | Note 31 and Financial review | | **Sustainability reporting** | | | | Reviewing the assurance processes supporting certain aspects of the TCFD and sustainability sections in the Annual Report | - Reviewed the risks and opportunities resulting from our assessment of climate change and how these should be reported - Approved the climate-related financial disclosures contained in the Annual Report 2024 | TCFD disclosures | | | - Reviewed issues presented in audits conducted by other JAC* members (our JAC membership allows us to conduct ESG audits more cost-effectively through sharing costs with other global telecoms companies) and considered these as part of the overall ESG risk profile for our vendors - Completed 7 audits under the JAC platform | Engaging with stakeholders Sustainability Report at | --- **Our priorities** **Progress and actions taken during the year** **Cross-reference** www.airtel.africa * Joint Audit Co-operation, an industry initiative made up of 10 telecoms operators to raise social, environmental and ethical standards in the supply chain --- ## Part 2: Accounting and financial reporting issues and our response ### Our review process We considered the following accounting and financial reporting issues, judgements and estimates in the context of the financial statements and management override of controls and fraud, discussed them with our external auditor, and found the response to each appropriate and acceptable. | Significant issue | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | Going concern and long-term viability statement | We advised the Board on the form and basis of conclusion for the long-term viability statement and going concern assessment, reviewing these in depth alongside the Group's strategy and business model. Our review covered: - The Group's prospects - The period under consideration - Principal risks - Longer-term cash flow forecasts - The sensitivities considered in management's stress test to respond to the principal risks Considering potential mitigating actions, we were satisfied with the conclusion and disclosure of the Group's long-term viability and going concern. See 2024/25 long-term viability statement See Going concern assessment | Principal risks and mitigation | | The treatment of Nigerian and Tanzanian currency devaluations as exceptional items | During the reporting year, the Nigerian naira devalued against the US dollar by approximately 18% (USD appreciation of 15%). The exchange rate at the close of the year was 1,542 naira per dollar versus 1,303 naira per dollar at the end of March 2024. This has materially affected the Group's financial results linked to currency exchange and also affected the valuation of derivatives. During the quarter ended December 2024, the Tanzania shilling rose by 10% against the US dollar (USD devalued of 12%), with the exchange rate at 2,445 shilling per dollar on 31 December 2024 versus 2,730 shilling per dollar at the end of September 2024. This has materially affected the Group's financial results linked to currency exchange and also affected the valuation of derivatives. Our committee was satisfied with the presentation as exceptional items on the Nigerian naira's impact for the quarters ended June 2024, September 2024 and appreciation in quarter ended December 2024, and the impact of the appreciation related to the quarter ended December 2024 for the Tanzania shilling. See notes 2.22, 3.2, 5b and 5c of the financial statements for details. | Notes 2.2, 3.2 and 5 | | Review of tax/legal/regulatory matters | We reviewed the key developments in material tax, legal and regulatory cases during the period alongside management's estimate of key tax, legal and regulatory disputes and how these were rated as probable, possible or remote. We were satisfied with management's conclusions, the disclosures in the financial statements and the related disclosure as a key source of estimation uncertainty. | Principal risk 10, note 3 and note 17 | | Goodwill impairment | Our committee received and discussed a management paper on impairment and challenged the appropriateness of the key assumptions and judgements adopted for the annual impairment testing exercise in December 2024. We considered the level of operating cash flow forecasts, resulting headroom and reviewed the sensitivities | Note 15 | --- | Significant issue | Progress and actions taken during the year | Cross-reference | | --- | --- | --- | | | performed by management on key assumptions such as the discount rate, growth rates and the headroom if a five-year plan were adopted with appropriate long-term growth rates. For more on Airtel Africa's goodwill impairment assessment, see note 15 of the financial statements. | | | Renewal of tower lease agreements | During the year ended 31 March 2025, the Group renewed the tower lease agreements with American Tower Corporation (ATC) across four of its OpCos. The renewals relate to approximately 7,100 sites across Kenya, Niger, Nigeria and Uganda which were set to expire over the next 12 to 24 months and were renewed for a period of 12 years. This has resulted in an increase in both lease liabilities and ROU assets of $1,225m. Our committee reviewed and was satisfied with the accounting treatment on the renewal. See note 5(e). | Note 5(e) | | Hyperinflationary accounting in Malawi | During the year ended 31 March 2025, Malawi met the requirements to be designated as a hyperinflationary economy under IAS 29 'Financial Reporting in Hyperinflationary Economies'. The Group has applied hyperinflationary accounting, as specified in IAS 29, at its Malawi operations (functional currency Malawian kwacha) for the reporting period starting 1 April 2024. This resulted in an opening balance adjustment of $308m to consolidated equity. The uplift of the assets on initial adoption resulted in the net asset value of Malawi exceeding its estimated recoverable amount. As a result of this, the initial adjustment was capped at the recoverable amount (primarily goodwill). The Group has chosen the International Monetary Fund's / National Statistical Office of Malawi's consumer price index (CPI) as the most appropriate inflation index to reflect the change in purchasing power. Our committee reviewed and was satisfied with the accounting treatment. | | | Share buy-back accounting | On 1 March 2024, Airtel Africa announced its first $100m share buy-back programme in two tranches of maximum $50m each. After the first buy-back programme was complete, on 23 December 2024 the company announced a second buy-back programme of $100m in two tranches of maximum $50m each. Our committee reviewed and was satisfied with the related share buy-back accounting and related disclosures. | Directors' report, and notes 5d, 26 and 31 | | Alternative performance measures (APMs) | During the reporting period, Airtel Africa has included 'lease-adjusted leverage' as an additional APM. This reduces the volatility in the leverage ratio associated with lease accounting under IFRS 16, improves comparability between periods, and reflects the leverage basis of the Group's financial market debt position. The committee closely reviewed the use of APMs in the Annual Report (including reconciliations disclosed) and concluded that the balance and equal prominence of APMs (in comparison to GAAP measures) was appropriate. For more information on APMs. | See APMs | --- # Part 3: Risk management and internal controls ## Our approach to risk 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. See more on our Principal risks and mitigation and our risk management framework in Managing our risk. The Board also approved the statement of Principal risks and uncertainties. ## Progress in 2024/25 Each quarter, our CEO and CFO provide a compliance certificate connected to the preparation of our financial results. This includes the policies and procedures for areas of the business under their responsibility and confirms the existence of adequate internal control systems throughout the year. Our committee reviews any exceptions noted in this exercise. See more on the key features of our internal control system, which assures the accuracy and reliability of our financial reporting. ## Working to minimise the risk of fraud, bribery and corruption Minimising the risk of fraud is one of the key priorities for internal audit, and we do this in a range of ways. These include assessing the quality of balance sheet reconciliations, key judgement matters, tenders and quotations, and controls over payments and associated applications. The committee received and reviewed reports of attempted and actual fraud incidents during the year. We received comprehensive updates from management on the incidents and reviewed the root cause analysis and remediation plans to address gaps noted. The committee will continue to monitor the implementation of these plans across all markets, through management updates followed by verification from the internal audit team. We continue to focus on limiting our potential exposure to bribery and corruption risks, for example by providing mandatory training, reviewing financial records and developing our policies and procedures. Our contract management system includes mandatory certification to our Code of Conduct and anti-bribery and corruption policy. Each year, every employee must take part 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 effectiveness. We will continue to assess bribery risks in our markets to refine 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 is a confidential channel through which employees can report unethical practices or wrongdoing. We have an independent whistleblowing process managed by an external professional services firm from its centre of excellence in South Africa. Throughout the reporting period, we received updates on the volume of reports, key themes 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 and feedback. This is done independent of management where necessary and involving senior business unit or HR management as appropriate. We continue to monitor the volume, geographic distribution and range of reports made to the hotline to understand key themes, the results of investigations undertaken, significant regional compliance concerns, and whether access to this facility is less understood or publicised in some countries. During the 12 months ended 31 March 2025, we investigated 73 incidents (2024: 67) received through various touchpoints and our formal whistleblowing channels. These incidents varied in magnitude and the measures taken in response have been reported to our committee. Of these 73 cases, 89% have been closed. Reports containing allegations of breaches 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 resource issues that 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 of our Code of Conduct, and anti-bribery, corruption and whistleblowing procedures. This report 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. ## Assessing our internal control environment The assessment of the operation and effectiveness of the Group's internal control over financial reporting framework continues to be a priority for the committee during the financial year. This also became important given our secondary listing on the Nigerian Stock Exchange (NGX) where a directive was issued by the Nigerian Securities and Exchange Commission (SEC) requiring companies to comply with Sections 60 to 63 of the Nigerian Investment and Securities Act (ISA) on internal controls. While the UK Corporate Governance Code issued in 2024 places responsibility on the Board to certify the effectiveness of material internal control, the Nigerian Securities and Exchange Commission requires the CEO and CFO to provide certification and further mandates the statutory auditors of the Company (Deloitte LLP) to provide a limited assurance report on the operating effectiveness of the internal controls over financial reporting. --- During the year, the committee reviewed management's plan and progress towards full compliance to the above requirement and also approved the adoption of the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as the framework which the Group would use to assess controls. The committee received regular updates from management on the progress made to comply with the above requirements and the results of management's own testing to ensure that controls have been appropriately implemented and are effective. To provide the committee and the Board with additionally assurance, the Group engaged an external independent evaluation by a Big 4 audit firm in Nigeria, who separately assessed the Group's compliance with the Nigerian SEC requirements and the effectiveness of the Group's controls. The Committee also considered the work of internal audit on controls. Following this work, the committee was satisfied with the effectiveness of the Group's internal controls over financial reporting and recommended that appropriate disclosures be made to comply with the Nigeria SEC requirements, with no material control deficiencies identified. The Group and committee now plan to use this work as a necessary foundation in the journey towards complying with the requirements of Provision 29 of the new UK Corporate Governance Code, noting that the Nigerian SEC requirements only cover financial reporting controls. The Group's internal controls over financial reporting disclosures in compliance with ISA in Nigeria are included in the Directors' responsibilities statement. An attestation report from Deloitte UK on management's assessment of the entity's internal control over financial reporting is included in the limited assurance section. ## Internal audit The internal audit team provides independent and objective assurance over the design and operating effectiveness of the Group's system of internal control. Our internal audit team considers compliance with internal policies, regulatory obligations and fraud risk mitigation as part of its independent testing and evaluation. The team is composed of individuals at the Group office and in the operating markets. Airtel Africa has an internal audit co-sourcing model, where the internal audit activity is supplemented through a partnership with EY as the internal audit service partner. This ensures access to additional specialist skills and an extended knowledge base. The team is governed by the internal audit charter, as approved by the Audit and Risk Committee, and is headed by our chief internal auditor who reports to the committee and the Group CEO. The committee chair regularly meets with the chief internal auditor to discuss the team's activity and any significant issues arising from its work. The committee approves the annual audit plan at a special sitting at the beginning of each financial year. We then receive quarterly updates on activities and progress against the plan. During the year, internal audit focused on principal risks as well as emerging key risks, including regulatory compliance, cyber and Information security, and network resilience. The team also undertook a more targeted assurance over the policies and procedures implemented at OpCo level to determine if core processes and controls were adequately defined, documented and available to staff. All key findings and the corresponding mitigation plans from management are reported quarterly to our committee. We focus more on unsatisfactory audit results and conduct an in-depth review with risk owners for a comprehensive view of how management will address the findings. Internal audit monitors the implementation of all action plans and validates this once completed by management. The --- committee also reviewed the annual internal audit work plan, received periodic reports on the results of the internal audit work, and monitored management's responsiveness to the internal auditor's findings. In evaluating the work, effectiveness and independence of internal audit, our committee drew its own conclusion based on our experience and regular contact with the chief internal auditor and our internal audit partners. During the year, the audit team also focused on enhancing its methodology to enable more collaboration between assurance functions, the extended integration of data analytics in audit delivery, and improved learning and development for the audit team. The audit team also continues to work with management to review and monitor fraud risks. All internal audits now consider the risk of fraud. The key controls programme is now embedded into the internal control programme. We began a review of the programme during the year to ensure that controls continue to address the core risk areas for each function including the Group's principal risks. This has been completed for Airtel Money and should be completed for the other business functions during the first half of the new financial year. Our committee continues to monitor this programme through half-yearly validation of testing results presented by the internal audit team. To further enhance the assurance of internal control, the audit team validates business key risk indicators and entity-level controls and reports on these to the committee (quarterly and yearly respectively). The continuous controls monitoring programme has been successfully implemented for the Airtel Money and the Mobile Services business units. This programme (including the technology used) is evolving, and more controls will be included as data becomes available. All business functions will be onboarded and the frequency of testing increased over the next year. --- # Part 4: External auditors ## Engaging our auditor Our committee manages the Group's relationship with the external auditor. Each year, we assess their performance, effectiveness and independence and recommend their reappointment or removal to the Board. The Group's external auditor is Deloitte, and the lead partner is Ryan Duffy. ## Effectiveness of the external audit process Our committee makes recommendations to the Board on whether to reappoint the external auditor, their independence from our business, and the scope and fee for the audit. After reviewing and challenging the work done by Deloitte during the year, we approved its terms of engagement and are fully satisfied with its performance, objectivity, quality of challenge and independence. As outlined in the FRC's Audit Committees and External Audit: Minimum Standard, in May 2025, the Committee performed an annual effectiveness of the external audit process. Based on feedback obtained from both committee members and management through different forms which included tailored surveys, the Committee was satisfied that the audit was performed to a sufficiently high standard. The committee was notified during the year that the Audit Quality Review Team (AQRT) of the UK Financial Reporting Council (FRC), had completed their review of Deloitte's audit file for the March 2024 audit of the Group. The review was part of the AQRT's routine annual inspection process. The focus of the review and their reporting is on identifying areas where improvements are required rather than highlighting areas performed to or above the expected level. The chair of the committee received a full copy of the findings of the AQRT and has discussed these with Deloitte. The committee confirmed that there were no significant areas for improvement identified, there were no key findings within the report and was satisfied that there is nothing within the report which might have a bearing on the audit appointment. Good practice was identified in the area of the Group audit team's oversight and the Committee considered this as part of its annual effectiveness evaluation process. We recommended to the Board that they be reappointed as our external auditor for the 2026 financial year. The Board will recommend this to shareholders at our 2025 AGM. Our committee works in line with the UK Corporate Governance Code, the FRC Guidance on Audit Committees and EU regulations on audit reform for our external audit tendering timetable. We will continue to follow the annual appointment process until our next competitive tender. In line with current regulations, our next mandatory tender will be in readiness to retain our current auditor or move to a new audit firm for the 2029 financial year. This timetable is subject to an annual assessment of Deloitte's effectiveness and independence. The Group has not undertaken a tender since IPO in 2019. Our choice of auditor is not restricted by contractual obligations or a minimum appointment period. We've complied with the provisions of the Competition and Markets Authority's Order for this financial year relating to audit rotation and tendering and the provision of non-audit services. ## Working with our auditor --- The lead external audit partner and his team attend our committee meetings to provide insight and challenge and to report on their review of the half year results and audit of the year-end financial statements. To facilitate open dialogue and assurance, we also hold private sessions with our auditor without management present. Our committee chair regularly meets with Deloitte outside scheduled committee meetings. A number of external audit teams participate in the audit, given the need to report both our own financial results and to report to our parent company, Bharti Airtel. Throughout the year, audit teams deliver: - A half year review report on Airtel Africa's interim condensed consolidated financial statements by Deloitte UK - The audit report on Airtel Africa's consolidated and company-only financial statements signed by Deloitte UK - Local statutory accounts audited by each Deloitte Africa team, with some of this work done by Deloitte India During its half year and full year results reporting, Deloitte did not report any significant deficiencies in controls or issues with our accounting judgements and estimates. 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, to make sure Deloitte has identified all key risks and developed robust audit procedures and communication plans. We also look at the quality of auditors' reports throughout the year and consider responses to accounting, financial control and audit issues as they arise. During the year, Deloitte visited four of our top seven OpCos. While they had planned to visit a further three, local travel restrictions (in the DRC, for example) prevented this. Deloitte oversaw their component auditors in these OpCos virtually. Deloitte also visited the shared service centre in India and the Group finance team in Dubai, and facilitated a Group-wide planning session with component audit teams in India. ## Using our auditor for non-audit services We safeguard auditor independence and objectivity through a number of control measures, including limiting the nature and value of non-audit services performed by the external auditor. Bearing in mind the need for relationships with other audit firms, where we consider our external auditor to have the most appropriate skills, expertise and safeguards, we may use them for certain acceptable non-audit services. We will only do so in line with law or regulation or where there are significant efficiencies to be had when this is done in combination with the audit. Their knowledge of our business may make such services more cost effective and ensure confidentiality. --- Our non-audit services policy sets out the circumstances in which the external auditor can provide non-audit services to the Group. It restricts the provision of non-audit services to those allowable under the FRC Revised Ethical Standard and provides a monetary threshold to management for pre-approved limit. Under our policy, the committee has delegated authority to the CEO and CFO to approve permitted non-audit services up to $50,000, with any amount above this needing committee approval. Our committee reviews and approves any non-audit services with fees above the monetary threshold or not stipulated by the non-audit services policy. Our review of the auditor's performance during the reporting period included non-audit services and the ability of Deloitte to maintain independence while providing these services. Non-audit services work for the financial year included: - Half year review work for our company - A non-statutory audit of the Airtel Mobile Commerce B.V. financial statements, alongside certain of its subsidiaries - Internal control attestation in Zambia and Nigeria required by local regulations - Certification of Smartcash Payment Services Bank Limited's customers' deposits required by local regulations in Nigeria - Mobile money regulatory reporting required by local regulations in Uganda - UK Single Electronic Format (UKSEF) ESEF assurance - Interim review of financial statements required by regulation in Chad, DRC and Democratic Republic of Congo, alongside tax attestation in the DRC - Agreed upon procedures on certain ESG metrics - Audit work on financial information for the purpose of BAL quarterly reporting The value of this was $2.7m, representing approximately 31% of Deloitte's total remuneration as set out in note 8.1 to the consolidated financial statements. --- # Part 5: Finance committee ## Finance committee role Our Finance Committee is an operational management committee overseen by our committee. Its two independent non-executive directors are also members of the Audit and Risk Committee. Given the complexity and importance of finance, accounting, treasury and tax policy matters, the Board has delegated oversight and governance to this specialist Finance Committee. This has strengthened our adherence to the relationship agreement and treasury and tax controls. This committee frames our finance policies and procedures, creating risk framework mechanisms for internal restructuring or reorganisation of the Group's subsidiaries, accounting, treasury and tax to help achieve our strategic financial goals with a balance of initiative and risk control. ## Committee duties - • Ensures our treasury activities are conducted within an agreed policy framework - • Makes sure activities are within agreed levels of risk and contributes to our financial performance through focused management - • Makes sure operations are appropriately funded and conducted in line with policy - • Ensures the overall treasury objective and specific objectives for each main treasury activity are consistent with both financial and corporate business objectives - • Recommends the strategic tax policy for approval by the Board - • Ensures adequate liquidity to meet financial obligations based on cash flow forecasts - • Optimises the interest cost on gross debt within prudent risk parameters - • Determines and approves the derivatives policy on swaps, FX and interest-rate hedges - • Generates reasonable commercial returns on investments to protect investment capital and ensure desired liquidity - • Minimises the adverse impact of FX movements associated with transactions and our operating exposure in various currencies due to multinational operations - • Maintains diversified access to various local and global debt and borrowings markets - • Determines and approves our strategic tax planning policies - • To review proposals relating to internal restructuring or reorganisation of the Group subsidiaries - • Approves new debt and the cancellation and modification of borrowing and debt facilities ## Committee members Members were appointed by the Board on the recommendation of the Nominations Committee in consultation with the Audit and Risk Committee chair. They are CFO Jaideep Paul as chair, CEO Sunil Taldar, deputy CFO Kamal Dua, and two independent non-executive directors: Ravi Rajagopal and Annika Poutiainen. We review the composition of the committee and the continued participation of independent non-executive directors each year. --- # Nominations Committee report ## Committee chair's statement ![img-115.jpeg](img-115.jpeg) **Sunil Bharti Mittal** Chair “ Our committee guided the evolution of our Board and senior leadership this year, further strengthening the governance and management of our company. ” ### Committee membership and attendance | | Member since | Meetings attended/held | | --- | --- | --- | | Sunil Bharti Mittal Chair | July 2018 | 5/5 | | Andy Green Senior independent non-executive director | April 2019 | 5/5 | | Ravi Rajagopal Independent non-executive director (Audit and Risk Committee chair) | April 2019 | 4/5* | | Tsega Gebreyes Independent non-executive director (Remuneration Committee chair) | October 2021 | 5/5 | --- ## Committee membership and attendance Member Meetings since attended/held *Mr Rajagopal was unable to attend an additional unscheduled meeting in October 2024 due to illness ## Committee responsibilities - Reviews the balance, diversity, independence and effectiveness of the Board - Oversees the selection, interviewing and appointing of new Board members - Reviews succession and contingency planning for the Board and senior leadership, including training, development and talent management - Makes recommendations to the Board about the continued service of directors, including suspensions and terminations of service - Makes sure directors disclose the nature and extent of any actual or potential conflicts of interest, monitors and assesses these disclosures and makes recommendations to the Board as appropriate - Oversees, with the chair of the Board, an annual 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's contact with the Board, committees and individual directors - Oversees policy and objectives on diversity and inclusion in light of our strategy, objectives and culture, and monitors the implementation of policies and progress towards objectives at all levels of our business - Through the committee chair, engages with shareholders on subjects relevant to committee responsibilities ## Introduction I'm pleased to present the Nominations Committee report for 2024/25. This outlines our strategic initiatives in succession planning, Board changes, senior leadership appointments, and ongoing engagement with employees. Succession planning continues to be a cornerstone of our governance strategy, ensuring that we have a robust pipeline of talent ready to lead our company into the future. With diversity at the heart of our corporate ethos, we're dedicated to fostering an inclusive environment that reflects the communities we serve and upholds the highest standards of governance. As we're a multicultural business, our ethnic diversity is reflected in our Board, leadership team and employees. Across Airtel Africa, 40 nationalities are represented. We're also committed to ensuring diversity in terms of culture, age, gender, length of service and educational background – and are continuing to build an inclusive and diverse workplace. 28.5% of our operating company Executive Committee members are women, excluding MDs. 25% of our senior managers are women and 29.2% of employees across the business are women. --- # Evolving our Board This year we made several key Board changes, welcoming new members who bring diverse perspectives and expertise to our team. These appointments are in line with our commitment to maintain a dynamic and effective Board. As shared in last year's report, Sunil Taldar formally joined the Board and became CEO on 1 July 2024. With a clear focus, he immediately refreshed the Group's strategy and prioritised improving the customer experience. The Board fully endorses his approach. Kamal Dua, our deputy chief financial officer, will succeed Jaideep Paul as chief financial officer after Jaideep's retirement. Kamal will join the Board as an executive director and formally become CFO after the July 2025 AGM. We're delighted to welcome Kamal, who we identified as a strong internal successor, as our next CFO. I'm also extremely pleased that Jaideep has agreed to become our charitable foundation's deputy chair. The Airtel Africa Foundation is accelerating our sustainability initiatives and corporate social responsibility efforts across Africa. After retiring from Airtel Africa, Jaideep will also be available for 12 months to advise our chair, Board and executive management team. Paul Arkwright joined the Board on 4 May 2024 and also chairs our Regulatory Committee. We also welcomed Gopal Vittal as a nominee director of the controlling shareholder and Cynthia Gordon as an independent non-executive director. Akhil Gupta has informed the Board of his intention to retire as non-executive director of Airtel Africa at the end this year's AGM in July 2025. Akhil will have served on the Board for nearly seven years by that time. On behalf of the Board, I'd like to thank Akhil for his unstinting support and immense contribution to our success in building Airtel Africa and becoming a market-leading mobile service and mobile money provider. During his time here, he's been a champion of good governance and financial reporting, a robust challenger of the senior leadership team, and a generous mentor and guide. # Enhancing our senior leadership team We've also further strengthened our ExCo and OpCos with leaders who embody our values and strategic vision. Appointments during the year included: - • Rohit Marwha as chief marketing and sales officer (June 2024) - • Brahim Nallar as managing director of Airtel Niger (October 2024) - • Dinesh Balsingh as managing director and CEO of Airtel Nigeria (November 2024) - • Soumendra Sahu as managing director of Airtel Uganda (December 2024) - • Charles Kamoto as managing director of Airtel Tanzania December 2024) - • Ashish Dutt as acting managing director of Airtel Malawi (January 2025) Our work to identify high-potential executives and encourage their development led to several key internal promotions. As well as the promotion of Kamal Dua to CFO of Airtel Africa, this included Alok Bafna becoming CFO of Airtel Money with a dual reporting line to the Group CFO and the CEO of Airtel Money. We also recruited five chief compliance officers in our top five markets to support the country managing directors. --- # Engaging with our people As motivated and informed employees are essential to our business success, engaging with employees continues to be a priority. This year, we've implemented several new initiatives to enhance communication and collaboration across all levels of the organisation. One is our new Employee Connect initiative sponsored by our Remuneration Committee chair Tsega Gebreyes. As the non-executive director with responsibility for engaging with our employees, I was delighted that the Board approved this opportunity for independent non-executive directors to meet regularly with our people around Airtel Africa through virtual meetings. These conversations with employees not only give our employees another way of sharing their ideas and concerns directly with Board members, but it helps us meet Code requirements on promoting corporate culture as an essential element of good governance. # 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 its members. During the year, we held an externally facilitated Board effectiveness evaluation which concluded that the Board continues to operate effectively. Our Board's diversity of skills and international experience is invaluable in developing our business strategy and enhancing our governance capabilities. All directors will retire at this year's AGM and, except for Jaideep Paul and Akhil Gupta, put themselves up for reappointment (appointment in the cases of Gopal Vittal, Cynthia Gordon and Kamal Dua) by shareholders. Each of our independent non-executive directors seeking appointment or reappointment is independent in judgement and character. I welcome questions from shareholders on our committee's activities. To discuss any aspect of this report please contact me through our company secretary, Simon O'Hara. For contact details see General shareholders' information. I'll also be attending our 2025 AGM and look forward to the opportunity to meet you and answer your questions there. **Sunil Bharti Mittal** Chair, Nominations Committee 7 May 2025 --- # Committee report ## About the committee Led by the chair of our Board, our committee consists of three independent non-executive directors: the senior independent director and the chairs of our Audit and Risk and Remuneration Committees. Our CEO and chief HR officer also attend committee meetings as needed to discuss senior management succession and help the committee oversee the depth of talent, experience and skills of our employees. We met formally five times during the 2024/25 financial year. Driven by a refreshed 2030 Strategic Plan and the preparation of Airtel Money for listing, we focused on: - Longer-term succession planning for the senior executive team - Short-term senior leadership changes - Supporting the new CEO in improving the gender balance of senior leadership in our HQ and the operating companies across our business We also discussed the induction for Paul Arkwright, Gopal Vittal and Cynthia Gordon. Having reviewed the composition and performance of the Board and its committees, we believe our Board has the experience, expertise and appetite for challenge to take Airtel Africa forward in line with our strategy while maintaining good governance. We keep this under regular review. ## Planned director changes - Jaideep Paul steps down as CFO on 9 July 2025 - Kamal Dua formally joins the Board and becomes CFO on 9 July 2025 - Akhil Gupta steps down from the Board at the 2025 AGM - Cynthia Gordon joined the Board on 1 April 2025 ## The committee's work and focus in 2024/25 ### Chief financial officer recruitment - Recommended the appointment of Kamal Dua as chief financial officer to succeed Jaideep Paul on his retirement, and working with the Audit and Risk Committee oversaw the arrangements to ensure a smooth transition ### Board and committee composition - Reviewed the current Board structure, size and composition, particularly the skills, knowledge and experience needed to continue to function effectively in light of future business needs - Considered individual directors' time commitment and overall effectiveness --- - Considered the need for an appropriate balance of independence and diversity among Board members - Discussed the structure, size and composition of the Board's committees - Reviewed the Board and committee structure in Airtel Money and the capabilities of its senior leadership team - Recommended to the Board the appointment of Gopal Vittal as an independent non-executive director. His appointment is by nomination of the controlling shareholder as per the terms of the relationship agreement. Under his leadership as CEO, Bharti Airtel Limited built a strong portfolio of businesses and achieved a lifetime high of both revenue market share and enterprise value in a very competitive market. Over the past five years, he has driven the digital transformation of Bharti Airtel, reimagining the business and defining the culture, metrics and incentives for collaboration - Recommended to the Board the appointment of Cynthia Gordon as an independent non-executive director. Cynthia joined on 1 April 2025 and will serve on the Remuneration Committee. She brings with her great telecoms experience and history of working in Africa ### Subsidiary Board composition - Recommended appointing Airtel Africa non-executive director Awuneba Ajumogobia to chair of Airtel Networks Limited (Airtel Nigeria). This was announced as part of management changes in Airtel Nigeria and will strengthen the Board's relationship with Nigeria ### Airtel Africa Foundation - Reviewed the establishment of the Foundation, and discussed its inaugural leadership and staffing - Recommended appointing non-executive director and Board sustainability champion Annika Poutianen as a Foundation trustee ### Board succession - As the 2019 slate of independent non-executive directors are entering their third 3-year term of appointment, considered the length of tenure of non-executive directors and the value of continually refreshing Board membership in a managed and considered way. We also discussed the importance of a suitable transition for whoever replaces Ravi Rajagopal as Chair of the Audit and Risk Committee, noting that a minimum one-year overlap would be needed for a new appointee to the committee - Considered a strategy for reducing the overall size of the Board - Discussed the Listing Rules requirement that one of the Board's four officers (Chair, senior independent director, CEO, CFO) is a woman by 2025 and incorporated this into the Board succession plan with the aim to be compliant by the end of financial year 2026 --- ## Non-executive director induction - The three newly appointed non-executive directors were inducted through a series of sessions with our CEO, CFO and members of our Executive Committee. These focused on our strategy, operating and financial performance, budget and forecasts, human resourcing, diversity challenges and medium-term plans. For example, as part of his induction, Paul Arkwright met with: - Each of the chair of the Board, the senior independent director and the company secretary - The members of the ExCo - Our corporate lawyers for directors' onboarding training - Our external auditor, Deloitte UK - Reviewed the induction programme for directors and concluded that this is appropriate ## Senior management succession - Reviewed our strategy for executive-level succession planning and monitored progress of the processes in place for achieving this, including: - Considering the Group's talent development programmes to build technical and leadership capability - Linking contingency planning to individuals' professional development at senior management level to help people show their potential for progression and build a diverse pipeline of talent - The geopolitical and macroeconomic situation affecting various OpCos - For Airtel Money, reviewed the trajectory towards listing and the bench strength of talent to deliver the IPO - Received and reviewed the quarterly update from the CEO and chief HR officer on the senior leadership succession plan – looking at the current incumbent, readiness of the likely internal successor, as well as others with potential - Discussed the gender and ethnicity balance of the managing directors across our 14 OpCos, noting that the majority have African heritage ## Diversity - Monitored and noted progress against our gender balance targets at ExCo, country managing director and senior management levels. Airtel Money appointed two women as managing directors, in Republic of the Congo and Bharti Airtel International (Netherlands) B.V. (BAIN). Women now make up 28.5% of our OpCo executive committees' leaders, excluding MDs. 25% of our senior managers are women, as are 29.2% of employees across the business - Reviewed policies and processes to promote diversity in our operating country boards - Worked to attract diverse, highly skilled and talented employees by: - Tackling unconscious bias - Ensuring a gender balance on shortlists for management positions - Promoting a good work/life balance - Encouraging equal opportunities for all - Appointed 40 women to senior management roles (B+ and above) (2024: 19) at Group and operating company level, including Marie Louise Van Dam, managing director of BAIN --- ## Directors' elections - Recommended to the Board that each director be proposed for re-election by shareholders at our July 2025 AGM ## Directors' fees - Reviewed the fees paid to the Group chair and the non-executive directors and agreed to inflation-linked increases in line with benchmarking data to stay competitive ## Board and committee evaluation - Oversaw the externally facilitated Board effectiveness evaluation and discussion of feedback, observations and recommendations. This included assessing whether each committee was operating effectively and whether each non-executive director was dedicating enough time to their duties. It also examined directors' views on company and stakeholder relationships, people culture, succession planning, risk and financial monitoring, and strategy and performance measures ## Conflicts of interest - Supported the Board in considering conflicts of interest and independence issues. When reviewing conflict authorisations, we look at other appointments held by the director as well as the findings of the Board evaluation. Our committee determined that all non-executive directors continued to demonstrate independence and the Board agreed with our conclusion ## Committee terms of reference - Reviewed and approved our terms of reference before making a recommendation to the Board. We concluded that these terms of reference are appropriate and reflect how we discharge our duties - Reviewed the committee's performance during the year against its terms of reference and concluded that it was operating effectively - Reviewed individual director independence to check for conflicts of interest and found there were no concerns regarding the contribution or commitment of any directors ## Annual General Meeting - Received and discussed a detailed AGM briefing from the company secretary including voting results, shareholder feedback and engagement in the lead up to the AGM ## Employee engagement - Stayed up to date on projects to attract new people and support existing employees – also supported learning and development teams' capacity-building efforts across the Group, as well as ongoing initiatives around health, wellbeing and recognition ➤ See more on engagement with employees --- ## International Women's Day In addition to the equality, diversity and inclusion-related initiatives and campaigns across our operating companies, we celebrated International Women's Day for the fourth consecutive year. Employees took part in talks, debates and activities recognising women across our business and considering some of the barriers and challenges facing women in the workplace. ### As at 31 March 2025 Percentage of employees who are women 29.2% 2024: 28.3% 2023: 26% Percentage of new starters during the year who are women 34.7% 2024: 35.4% 2023: 26.3% ## Board tenure as at 31 March 2025 | Name | Appointment date | 0-1 years | 2-3 years | 4-5 years | 6-7 years | | --- | --- | --- | --- | --- | --- | | Sunil Bharti Mittal | July 2018 | | | | ☑ | | Akhil Gupta | October 2018 | | | | ☑ | | Shravin Bharti Mittal | October 2018 | | | | ☑ | | Andy Green | April 2019 | | | ☑ | | | Awuneba Ajumogobia | April 2019 | | | ☑ | | | Ravi Rajagopal | April 2019 | | | ☑ | | | Annika Poutiainen | April 2019 | | | ☑ | | | Jaideep Paul | June 2021 | | ☑ | | | | Tsega Gebreyes | October 2021 | | ☑ | | | | Paul Arkwright | May 2024 | ☑ | | | | | Gopal Vittal | November 2024 | ☑ | | | | | Cynthia Gordon | April 2025 | ☑ | | | | ## Developing our Board One of our priorities is to continually develop our Board members. We inform directors about relevant seminars and training and encourage and support their attendance. We provide regulatory updates at each Board meeting, with our company secretary giving quarterly updates on UK corporate governance and legal, regulatory and compliance matters. Our committee undertook a series of development activities during the reporting period. These included training by our remuneration consultants Alvarez & Marsal. Deloitte LLP attended management run workshops on fraud prevention, changes to accounting procedures, and preparation for implementing Provision 29 of the 2024 Corporate Governance Code. --- # Board and committee balance, diversity, independence and effectiveness The chair of the Board is responsible for making sure independent non-executive directors can constructively challenge executive directors, while supporting them to implement our strategy and run the business effectively. He works with our committee to make sure the Board has the right blend of skills, independence and knowledge. ## Appointing and re-electing directors ### Our appointment processes The Board has the power to appoint new directors and to fill any vacancy. When recruiting members for the Board, our committee adopts a formal and transparent procedure. We begin by evaluating the balance of skills, knowledge and experience of existing Board members, the diversity of the Board, as well as the ongoing requirements and strategic developments of the business. This helps us to make sure we appoint someone who will complement and enhance the Board's effectiveness and overall performance. We review a long list of potential candidates before shortlisting candidates for interview. Before being appointed all candidates must identify any potential conflicts of interest. No director took on a significant new FTSE appointment during the year. Before accepting any appointment, each director is expected to discuss the anticipated time commitment with our chair and company secretary to make sure they continue to have enough time for Airtel Africa Board duties. ### Re-election All directors will stand for re-election at each year's AGM while in office. Each director proposed for re-election at our AGM has been unanimously recommended by other members of the Board. --- ## Effectiveness The external Board evaluation reviewed our committee's effectiveness and sought feedback from the committee members. The composition and management of Nominations Committee meetings and quality of information provided continued to be highly rated. The management of director succession was seen as operating effectively, as seen with the appointment of the CFO designate. In terms of the areas identified for focus in last year's evaluation, there is still work to be done to achieve better gender balance at Executive Committee level, with significant progress being made in our OpCos. > See more on employee gender balance Succession planning for our executive directors, talent management and people oversight were identified as areas of strength. An increased focus on the executive team and the quality of talent in key OpCos were identified as areas to work on. We discussed the output of the evaluation, which concluded that we continued to operate effectively throughout the year and confirmed our intended areas of focus for the year ahead. 2024/25 evaluation Nominations Committee Outcome Areas of focus Key themes and areas for focus Executive gender balance Action Continuing to focus on our Board and executive succession planning to achieve gender balance targets at all senior leadership levels – aiming for compliance by the end of 2026 Areas of challenge are identified throughout this report. Each director goes through a performance review process as part of the annual Board effectiveness review. This confirmed that each director continues to make an effective contribution to the 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 our expense, where this is seen as necessary to fulfil their responsibilities. During the year, the Board took advice from: - Alvarez & Marsal through the Remuneration Committee - Our corporate legal advisers Herbert Smith Freehills LLP through the Market Disclosure Committee on identifying insider information and applying the 2024 Code provisions to our relationship with our majority shareholder - Legal advisers Clifford Chance on share plan and remuneration policy matters - Our brokers on the sector and relative performance of our share price --- ## Employee engagement > See more about how we engage with our employees --- # Diversity and inclusion Our policy is to promote and appoint 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 to the entire business, including the Board. We're working to build diversity and inclusion into our appointment and promotion processes at every level. All Airtel Africa employees have completed our annual Code of Conduct training and certification, which covers our commitments on diversity, inclusion and non-discrimination. ## Board diversity We see diversity as fundamental to the successful operation of our Board and to creating a balanced culture across our business. The Board represents a broad range of skills, experience, age, education, social background, ethnicity, gender and nationality. Our youngest director is 37 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. The Board regularly reviews its balance and composition. Board diversity is supported by the Board diversity policy, which specifically applies to the Board and its committees and supports our wider approach to diversity. This policy was reviewed and approved during the year. The diversity of the Board's principal committees reflects the diversity of the non-executive directors. Our Board's gender and ethnic diversity has changed since 31 March 2024 because John Danilovich and Segun Ogunsanya stepped down from the Board – and Sunil Taldar and Gopal Vittal joined. Cynthia Gordon joined the Board on 1 April 2025, after the reporting period. ## Gender balance The Board is unwavering in its commitment to achieving the FTSE Women Leaders Review target of 40% female representation on the Board and senior leadership team, including our Group Executive Committee (Group ExCo) and their direct reports. Although we have not yet met this target, it remains a top priority as we understand that gender balance is crucial for innovation and success. We are focused on fostering an inclusive environment where women can excel and are actively implementing initiatives to boost female representation in these key roles. This consideration is integral to our succession planning. The gender balance of our Group ExCo remains a challenge, and we're working to bring more women into the committee by 2026. We're making good progress in addressing the gender imbalance at our OpCo Executive Committee level and in our senior management teams who report to the ExCo. We're championing initiatives that support diverse talent and thought to help achieve a better gender balance across our OpCos. These critical enablers of sustainable growth include the Airtel Africa mobility programme and the Airtel Academy – see more in *Developing our people*. This year, our committee also considered how to achieve compliance with the Listing Rule Disclosure requirement that at least one woman should be appointed as chair or senior independent director either on the Board or as CEO or finance director by the end of 2026. As at 31 March 2025, 25% of the directors were women and there were no women in senior Board --- positions. The Board is not currently compliant with these two Listing Rule targets. We make sure the specification for any new 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 applicant characteristics. ### Ethnic diversity The Board fully supports the Parker Review's 'Beyond One by 21' recommendation and is pleased to confirm our compliance with the Listing Rule target of having at least one person on the Board from a minority ethnic background. 75% of our directors identify as having a non-white or minority-white background. Ethnicity table as at 31 March 2025 ### FCA diversity disclosure table – directors from ethnic minority background$^{1}$ | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (chair, SID, CEO, CFO) | Number in executive management^{2} | Percentage in executive management | | --- | --- | --- | --- | --- | --- | | Asian/Asian British | 7 | 58% | 4 | 6 | 53% | | Black /African/Caribbean/Black British | 2 | 17% | – | 2 | 17% | | White British or other white (including minority-white groups) | 3 | 25% | – | 1 | 12% | | Mixed/Multiple ethnic groups | – | – | – | 1 | 6% | | Other ethnic group including Arab | – | – | – | – | – | | Not specified/prefer not to say | – | – | – | 6 | – | --- | Number of Board members | Percentage of the Board | Number of senior positions on the Board (chair, SID, CEO, CFO) | Number in executive management^{2} | Percentage in executive management | | --- | --- | --- | --- | --- | 1 This data was collected by asking individuals to anonymously self-report against these categories. 2 The number of executive committee (ExCo) members. --- ## Our Board diversity and inclusion policy Our Board diversity and inclusion policy applies to the Board and its committees (specifically the Audit and Risk Committee, Remuneration Committee and Nominations Committee). It also supports our wider approach to diversity across the business. This is governed in greater detail by our Code of Conduct which applies to all employees, agency workers, self-employed contractors, casual workers, operatives, and job applicants. ### Policy objectives A minimum of 40% of the Board being women by the end of 2026 ### Implementation Succession planning to ensure a greater gender balance is in place over the short, medium and long term ### Progress against objectives 25% of our Board are women ### Policy objectives At least one woman in the role of senior member of the Board as chair, CEO, CFO or senior independent director by the end of 2026 ### Implementation The Board supports the FCA proposals, noting the need to comply or explain ### Progress against objectives We'll look to appoint a woman as a senior independent director when succession planning in 2026 ### Policy objectives Maintain an ethnically diverse Board ### Implementation We consider Board diversity as part of our succession planning ### Progress against objectives We meet the recommendations of the Parker Review: 75% of the Board identify as non-white ## Our people diversity policy Our refreshed strategy drives the sustainable, profitable growth we need to create value for all our stakeholders. To ### Initiatives 1. Finding and using diverse talent pools for all management and senior --- facilitate this, we aim to be an employer of choice with a diverse and inclusive working environment and a culture of high performance, wellbeing, skills enhancement and coaching. ## Our diversity policy ### Purpose We have a clear and 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 A diverse workforce is key to delivering value to our customers. So we work to create an inclusive environment that embraces our differences and helps employees reach their true potential. Our practices and policies to shape this include global mobility, talent acquisition, and learning and development. We're particularly focused on developing women in management and leadership roles across our business. leadership recruitment 2. Building succession and leadership development plans that encourage the promotion of women, such as the Women in Tech programme, the young technology leaders training programme, digital labs and the Airtel Africa mobility programme 3. Mentoring programmes – each ExCo member is assigned to an OpCo to mentor the leadership team 4. Facilities for expectant and new mothers, such as reserved parking and mothers' rooms 5. The CEO's Women in Leadership council 6. Women's entrepreneurship programme to bring more self-employed women into sales and distribution roles ### Training and awareness 1. An ongoing programme to counter unconscious bias 2. Using town hall sessions to create awareness and set the right tone from the top 3. All employees completing yearly Code of Conduct training and certification covering our commitments on diversity, inclusion and anti-discrimination ### Monitoring and reporting 1. A monthly diversity review by our chief HR officer with the HR directors of our regional businesses 2. Quarterly progress reports to our Executive Committee and Remuneration and Sustainability --- Committees before being reported to the Board 3. Quarterly progress reports to our management HR Committee --- ## FCA diversity disclosure tables ### Women in leadership – as at 31 March 2025$^{1}$ | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (Chair, SID, CEO, CFO) | Number in executive management^{2} | Percentage in executive management | | --- | --- | --- | --- | --- | --- | | Men | 9 | 75% | 4 | 15 | 100% | | Women | 3 | 25% | 0 | 1 | 0 | --- | | Number of Board members | Percentage of the Board | Number of senior positions on the Board (Chair, SID, CEO, CFO) | Number in executive management^{1} | Percentage in executive management | | --- | --- | --- | --- | --- | --- | 1 The number of Executive Committee members. 2 This table reports on sex rather than gender identity, as defined by the Listing Rules. ## Gender balance The gender balance of the Group's employees as at 31 March 2025 was as follows: Senior management is all general managers and above excluding the OpCo Executive Committee, and middle management includes all employees at senior manager level. This table is intended to meet the broader strategic report requirements under S414C (8)(c). | Category | Women | Men | Total | Women % | Men % | | --- | --- | --- | --- | --- | --- | | Group Board^{1,2} | 3 | 9 | 12 | 25% | 75% | | Group Executive Committee Member^{3} | 1 | 15 | 16 | 6.2% | 93.8% | | OpCo Executive Committee | 41 | 103 | 144 | 28.5% | 71.5% | | Senior and middle management^{4} | 263 | 796 | 1,059 | 24.8% | 75.2% | | All other employees | 937 | 2,097 | 3,034 | 30.9% | 69.1% | | **Total** | **1,245** | **3,018** | **4,263** | **29.2%** | **70.8%** | --- | Category | Women | Men | Total | Women % | Men % | | --- | --- | --- | --- | --- | --- | | 1 CEO and CFO are part of board and Group ExCo (have been counted in both categories). | | | | | | | 2 Cynthia Gordon joined the Board on the 1 April 2025; if included the percentage would be 30.8% for women and 69.2% for men. | | | | | | | 3 Company secretary has been included in Group Executive Committee (ExCo) count. | | | | | | | The Group ExCo direct reports are one of the sets of numbers in the diversity table already provided (under senior and middle management). | | | | | | | 4 OpCo MDs have been included in senior and middle management. | | | | | | | Senior management is all general managers and above excluding OpCo and Group ExCo, and middle management includes all employees at senior manager level. | | | | | | | 5 The total number of men includes counting the CEO and CFO only once. | | | | | | --- # Directors' remuneration report ## Part 1: Chair's introduction ![img-116.jpeg](img-116.jpeg) **Tsega Gebreyes** Chair, Remuneration Committee “ > Our committee is reviewing remuneration at Airtel Africa to ensure we're able to offer innovative and competitive packages that attract the best talent. ” ### Committee membership and attendance | | Member since | Meetings attended/held | | --- | --- | --- | | Tsega Gebreyes Chair | October 2021 | 4 (4) | | Awuneba Ajumogobia | April 2019 | 4 (4) | | Paul Arkwright | May 2024 | 4 (4) | --- ## Committee membership and attendance Member Meetings since attended/held John Dannilovich attended the May 2024 meeting. All amounts in this report are in US dollars ($), unless stated otherwise. This report sets out the remuneration policy for our directors, what they were 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, and gives an overview of our 2025/26 approach and policy. ### Part 2: The directors' remuneration policy This sets out the remuneration policy for our CEO, CFO, chair and non-executive directors. The policy was approved by shareholders at the 2023 AGM and will remain in force until the 2026 AGM at the latest. ### Part 3: Our annual report on remuneration This sets out in detail how we applied our current remuneration policy in 2024/25, the remuneration received by directors for the year and how the policy will be applied in 2025/26. This report, which includes the introduction from the committee chair, will be put to an advisory shareholder vote at the AGM. ## Introduction I'm pleased to present the Remuneration Committee's report for 2024/25. ### Performance outcomes for the year Annual bonuses for 2024/25 were based on a scorecard of measures: net revenue (35%), underlying EBITDA (35%), operating free cash flow (10%) and ESG and governance objectives (20%). Given the Group's strong performance with 21.5% growth in net revenue on a constant currency basis, 18.1% growth in underlying EBITDA and 33.6% growth in operating free cash flow, the targets for all of the financial objectives were exceeded. Both of our executive directors in the year also had role-specific personal objectives for the year, see Part 3 Personal objectives. As a result, a bonus of 80% of maximum was awarded to our CEO and our a bonus of 81% of maximum was awarded to our outgoing CFO. One-third of the bonuses will be deferred into shares for two years. --- Our outgoing CFO was granted an LTIP award in 2022 which vested based on performance up to 31 March 2025. This award vested at 56% reflecting strong net revenue and TSR performance over the past three years. Net revenue growth was 22.7% per annum in constant currency and TSR performance of 21.9% was significantly above the median of the comparator group and close to the upper quartile. However, EBITDA margin expansion failed to meet the threshold target which resulted in 40% of the shares under the award lapsing. See Part 3 Share awards. ## Considering formulaic outcomes Our committee reviewed the formulaic outcomes of the annual bonus and PSP in the context of the company's performance during the year and given the strong performance over 2024/25, considered the formulaic outcomes to be appropriate. We confirm that in assessing performance against the targets, no discretion was applied to the outcome and that the policy operated as intended. ## Board changes During the year, Jaideep Paul informed the Board of his intention to retire, and the Board agreed that deputy CFO Kamal Dua will be appointed CFO after Jaideep Paul steps down after the 2025 AGM. On appointment, Kamal will have a base salary of $325,000 and benefits in line with those of other senior executives. He will not receive a pension. His target annual bonus for 2025/26 will be set at 70% of salary (maximum 105% of salary), with one-third deferred into Airtel Africa shares for two years. His LTIP awards for 2025/26 comprise a PSP grant of 100% of salary and RSU grant of 40% of salary, at maximum. No buyout or joining awards were granted. The Remuneration Committee will keep Kamal's base salary and annual bonus structure under review so that his remuneration remains aligned with his performance and experience. This could result in increases to his base salary above the workforce level over the next few years. Leaver terms for Jaideep are set out below. ## Treatment of remuneration for the outgoing CFO In considering Jaideep Paul's leaver terms, our committee noted his strong performance in role and the continued progress of Airtel Africa. We took this into account in determining how to apply the policy and treat his inflight share awards on retirement, and decided that he should be treated as a good leaver. In more detail, all elements of his CFO remuneration package will be paid up to his departure, at which point all will cease. He will receive a pro-rated bonus for 2025/26 for time served, which will be subject to the normal performance test and paid at the normal time in cash. He will not be eligible for the normal annual LTIP grant to be made in 2025. In light of the considerations noted above, we will exercise discretion to treat him as a good leaver under our share plans. In line with the normal approach for good leavers under our policy, his outstanding deferred bonus and LTIP shares will vest at the normal time, subject to a reduction based on the time served during the vesting period, and also subject to the normal performance test at the end of the performance period. Awards will be subject to malus and clawback. The post-vesting holding periods apply and he will be required to hold shares to the value of 100% of base salary for at least two years in accordance with the post-employment holding requirement. Jaideep will also receive an amount for untaken holiday and an amount required to be paid under Dubai employment law. Further detail on the treatment of his LTIP awards is provided later in the report. --- # Implementation of policy in 2025/26 As indicated in last year's remuneration report, the CEO was appointed on a salary of $760,000 which could be subject to above-workforce increases over the coming years, depending on his performance in role and the performance of the company. In 2024/25, the company has performed strongly as has the CEO, and in that context it was decided to award the CEO an increase of 10%, which is above the workforce increase of around 7.5%. No increase will be applied to the outgoing CFO's salary. Under the policy approved by shareholders at the 2023 AGM, maximum bonus opportunity is capped at 200% of base salary for the CEO and 175% of base salary for the CFO. The actual 2025/26 bonus opportunities for the executive directors will again be set below these policy maximum levels. The 2025/26 maximum bonus will be set at 150% of base salary for the CEO, and 105% of salary for the new CFO, and 140% of salary for the outgoing CFO pro-rated for time served during the year. In line with the policy, one third of any bonus will be deferred into shares for two years for the CEO and new CFO (but not for the outgoing CFO who will receive his bonus in cash). It is intended that metrics and weightings remain unchanged from last year, with 80% based on financial metrics (net revenue, underlying EBITDA and operating free cash flow) and 20% non-financial. LTIP grants will also be made at levels below the maximum permitted under the policy approved by shareholders at the 2024 AGM. LTIP grants will consist of performance shares (with a maximum face value of 150% of salary for the CEO and 100% of salary for the new CFO), and restricted stock units (with a maximum face value of 50% of salary for the CEO and 40% of salary for the new CFO). We will continue to set robust and challenging performance targets for both the bonus and the performance shares component of the LTIP, with vesting of restricted stock units dependent on the satisfaction of a financial underpin. As in 2024/25, three performance conditions will apply to the performance shares: relative TSR (20%), underlying EBITDA margin expansion (40%) and net revenue (40%), with each measured over three years. The underlying EBITDA and net revenue targets will not be 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 flow over the three financial years ending the year before the units vest. ## Conclusion I would like to thank my fellow committee members for their continued diligence and dedication. We look forward to seeing your support for the remuneration report at this year's AGM and, more importantly, seeing the continued benefits of our work to all our stakeholders over the coming years. I will be attending the 2025 AGM and look forward to engaging 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. For contact details, see General shareholders' information. **Tsega Gebreyes** Chair, Remuneration Committee --- 7 May 2025 # Remuneration Committee - Advises the Board on remuneration for Board members, executive directors, the company secretary, the Executive Committee and other senior employees - Makes sure that remuneration arrangements identify and mitigate reputational and other 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 sure rewards for achieving or exceeding agreed targets are not excessive - Promotes the increasing alignment of executive, employee and shareholder interests through appropriate share plan participation and executive shareholding guidelines - 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-related matters # Main activities in 2024/25 During the financial year, the committee: - Agreed annual salary increases and reviewed senior executive remuneration - Agreed the treatment of remuneration for the outgoing CFO and the remuneration for the new CFO - Implemented and made awards under our share plans - Determined the level of bonus payments for the previous financial year - Determined the level of LTIP vesting for the outgoing CEO - Drafted and agreed the directors' remuneration report - Held regular updates on latest investor thinking and emerging and future remuneration trends # Shareholder consultation A formal consultation with shareholders was not undertaken this year, as no changes to policy or implementation are 2024/25 evaluation Remuneration Committee Outcome Area of focus Key themes and areas for focus Focus on management level below executive director Action Conduct a review of senior management remuneration in FY 2026 --- being proposed. We continue to have regular dialogue with our shareholders on matters of remuneration as part of our investor relations activities. ## Engaging with employees The Stakeholder engagement and Nominations committee sections explain 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 on executive remuneration, a non-executive director attended our regular town halls at which a wide range of topics were discussed with our outgoing CEO, including employee remuneration. ## Effectiveness The Board evaluation reviewed the committee's effectiveness and sought feedback from its members. The review concluded that the committee continued to function well, with the management of meetings, quality of the committee's relationships (including external consultants), communications with shareholders, the annual cycle of work and review and oversight of key areas of responsibility, considered to be effective. The results also showed the committee to be effective in aligning executive remuneration with the Group's strategic operational and sustainability objectives. In response to the areas identified for focus in last year's evaluation, the committee recognised the choice of ESG metrics to support greater gender diversity across the executive and senior management teams was showing results at the senior management team level. However, even greater focus at the executive team level was required. We discussed the output of the 2025 evaluation and concluded that we had operated effectively throughout the year. We also confirmed our areas of focus for the year ahead. --- ## Summary of remuneration ### FY2024/25 performance – Our business performance #### Net revenue **$4,497** 21.5% compared to last year in constant currency #### Underlying EBITDA **$2,401** 18.1% compared to last year in constant currency #### Operating free cash flow **$1,731\*** 33.6% compared to last year in constant currency ### Annual bonus outcomes | All amounts are in $million | Weighting | Threshold | Target | Maximum | Outcome | | --- | --- | --- | --- | --- | --- | | Net revenue | 35% | 4,251 | 4,360 | 4,469 | 35% | | | | | | 4,497 | | | Underlying EBITDA | 35% | 2,325 | 2,388 | 2,467 | 20.5% | | | | | | 2,401 | | | Operating free cash flow | 10% | 1,575 | 1,638 | 1,717 | 8.5% | | | | | | 1,694* | | | Non-financials CEO – see Bonus outcomes | 20% | | | | 16.3% | | Non-financials CFO – see Bonus outcomes | 20% | | | | 16.9% | --- All amounts are in $million Weighting Threshold Target Maximum Outcome * OFCF outcome for 2024/25 of $1,731m was moderated downwards by $37m to account for deferral of data centre capex deployment which was budgeted in targets. ![img-117.jpeg](img-117.jpeg) ## Long-term incentive plan The performance period for LTIP awards granted in 2022 ended on 31 March 2025. After assessing the PSU performance condition and the RSU underpin as summarised in the table below, awards vested to the outgoing CFO. These amounts are included in the single figure table. | Metric | Weighting | Threshold (25%) | Target (50%) | Max (100%) | Actual | % achievement of maximum | | --- | --- | --- | --- | --- | --- | --- | | Net revenue CAGR | 40% | 14.8% | 15.8% | 16.7% | 22.7% | 100% | | Increase in underlying EBITDA margin | 40% | -0.19% | 0.15% | 0.59% | (0.99%) | 0% | | Rank of Airtel Africa TSR against the members of the MSCI Emerging Markets Communication Services Index | 20% | Median | n/a | Upper quartile | Median < 21.9% < Upper quartile | 79.7% | ## Single figure of remuneration ($000s) Reflects the period from joining the Board. ![img-118.jpeg](img-118.jpeg) Does not include the former CEO who only served part of the year as a director --- # Link between remuneration and business strategy – metrics for 2025/26 ## Annual bonus | Metric | Weighting | Why chosen | | --- | --- | --- | | **Net revenue*** | 35% | Key indicator of our growth, market penetration and customer retention | | **Underlying EBITDA*** | 35% | Measure of our profitability and cash-generating ability from year to year | | **Operating free cash flow (OFCF) *** | 10% | Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments | | **Non-financial** | 20% | Indicator of the performance of the organisation and executive directors in key non-financial areas | --- | Metric | Weighting | Why chosen | | --- | --- | --- | | * measured in constant currency | | | ## Long Term Incentive Plan | Metric (constant currency) | Weighting | Why chosen | | --- | --- | --- | | **TSR, relative to a peer group of competitors** For grants in 2025, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication Services Index constituents). | 20% | Measures the total returns to our shareholders, providing close alignment with shareholders interest | | **Net revenue*** | 40% | A key indicator of long-term growth in the market, highlighting the importance of sustained performance | | **Increase in Underlying EBITDA* margin** | 40% | A key indicator of long-term growth on profitability from operations, highlighting the importance of sustained performance | | **Operating free cash flow (OFCF)*** | RSU underpin | Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments | --- | Metric (constant currency) | Weighting | Why chosen | | --- | --- | --- | | * measured in constant currency | | | ## Special one-off incentive (award to new CFO) | Metric | Weighting | Why chosen | | --- | --- | --- | | **IPO price** | 100% | Measures additional value created for Airtel Africa shareholders on an IPO of Airtel Money | --- # Proposed remuneration structure for 2025/26 Component Base salary Purpose and link to strategy To recruit and reward executive directors of a suitable calibre for the role Timeframe 25/26 26/27 27/28 28/29 29/30 30/31 Deferral and holding requirements n/a Proposed implementation for 2025 CEO: $836,000 New CFO: $325,000 Component Benefits (including pension) Purpose and link to strategy To provide market competitive benefits Timeframe 25/26 26/27 27/28 28/29 29/30 30/31 Deferral and holding requirements n/a Proposed implementation for 2025 Benefits in line with policy --- ### Component Annual bonus ### Purpose and link to strategy To incentivise and reward annual performance achievements To also provide sustained alignment with shareholders through a component deferred in shares ### Timeframe ![img-119.jpeg](img-119.jpeg) ### Deferral and holding requirements Deferral of 1/3rd of any bonus ### Proposed implementation for 2025 CEO: 150% of base salary maximum New CFO: 105% of base salary maximum Metrics$^{1}$: Net revenue, underlying EBITDA, Operating free cash flow, non-financial ### Component Long-term incentive plan – PSUs Long-term incentive plan – RSUs ### Purpose and link to strategy To incentivise and reward the delivery of the company's strategic objectives and provide further alignment with shareholders through the use of shares ### Timeframe ![img-120.jpeg](img-120.jpeg) ### Deferral and holding requirements Two-year post-vesting holding period ### Proposed implementation for 2025 --- CEO grant: 150% of base salary maximum in PSP and 50% of base salary maximum in RSUs New CFO grant: 100% of base salary maximum in PSP and 40% of base salary maximum in RSUs Metrics¹: TSR, relative to a peer group of competitors, net revenue, increase in underlying EBITDA margin, RSU underpin: operating free cash flow ### Component Special one-off incentive ### Purpose and link to strategy To incentivise a successful IPO of Airtel Money ### Timeframe | 25/26 | 26/27 | 27/28 | 28/29 | 29/30 | 30/31 | | --- | --- | --- | --- | --- | --- | | | | | | | | ### Deferral and holding requirements One-year post-vesting holding period ### Proposed implementation for 2025 Award of $65k to new CFO No other awards planned for 2025/26 Metrics¹: IPO price ### Component Shareholding requirement ### Purpose and link to strategy To further align the interests of executive directors with those of shareholders ### Timeframe | 25/26 | 26/27 | 27/28 | 28/29 | 29/30 | 30/31 | | --- | --- | --- | --- | --- | --- | | | | | | | | ### Deferral and holding requirements ### Proposed implementation for 2025 --- CEO: 250% of salary New CFO: 200% of base salary 1 The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2025/26 directors' remuneration report for the annual bonus, and at the time of performance measurement for the LTIP and special one-off incentive. --- ## Part 2: Directors' remuneration policy This sets out the policy which was approved at the 2023 AGM. We developed the policy taking into account the principles of the UK Corporate Governance Code, the views of our major shareholders, and pay and conditions of other employees which were considered when the Committee discussed the new policy. The 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 good practice and the interests of our shareholders. To avoid conflicts of interest, executive directors were not included in discussions on the new policy, and the policy was approved by the Remuneration Committee. The policy will be implemented by the Remuneration Committee. The policy below is the same as that submitted at the 2023 AGM except for: - Minor changes to the scenario charts to make them relevant to the CEO and the new CFO - Minor updates to the section on performance measures and approach to target setting to increase clarity - Updates to reflect the current non-executive directors' letters of appointment ### Key principles of our remuneration policy Our committee took into account the UK Corporate Governance Code's six factors in Provision 40 in determining the remuneration policy. We believe the policy addresses these factors: - **Clarity:** the structure of remuneration is designed to support our company strategy, aligning the interests of our executive directors with those of our shareholders. - **Simplicity:** We operate a simple remuneration framework, comprising fixed pay, short- and long-term incentives. The use of both performance and restricted shares may add a little 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:** the remuneration approach supports our strategy objectives and reflects the diversity of our business. The structure of the package, and benefits in particular, reflects local practices and employment conditions in the countries in which executive directors are based and/or recruited from. - **Predictability:** a significant proportion of executive directors' remuneration should be performance based. The policy sets out the possible future value of remuneration executive directors can receive. - **Risk:** the package is appropriately balanced between the achievement of short-term and longer-term objectives and does not reward poor performance or encourage inappropriate risk-taking. ### Executive directors' remuneration policy table | | Purpose and link to strategy | How we assess performance | Maximum | | --- | --- | --- | --- | | **Base salary** | To recruit and reward executive directors of a | Normally reviewed annually by committee, taking account of company and individual performance, changes in | There is no prescribed maximum salary or | --- | | Purpose and link to strategy | How we assess performance | Maximum | | --- | --- | --- | --- | | | suitable calibre for the role and duties required | responsibility and levels of increase for the broader employee population. Reference is also made to market levels in companies of similar size and complexity. We consider the impact of any base salary increase on the total remuneration package. Salaries (and other elements of the remuneration package) may be paid in different currencies as appropriate to reflect the geographic location. | annual increase. However, increases will generally be guided by increases for the broader employee population. Increases above this level may be made in specific situations to recognise development in the role, changes responsibility, material changes to the business or exceptional company performance. | | **Benefits and pension** | To provide market competitive benefits | Benefits for executive directors will typically reflect their country of residence. Where an executive director receives an expatriate package, additional cash benefits may be provided. Expatriate benefits may include housing allowance, education allowance and home leave tickets. Car allowances, life and medical insurance may also be provided. Statutory benefits as required under local law of the host country will also be paid. Pensions may be provided where this is in line with the workforce provision and statutory requirements in the executive's home location. We may also equalise for double taxation between the required work location and the executive's country of residence if required. | Maximum values are determined by reference to market practice, avoiding paying more than is necessary. Where pension is offered, this will be in line with statutory requirements in the executive's home location and in line with the wider workforce for that location. | | **Bonus plan** | To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares | Awards are based on annual performance against a scorecard of metrics aligned with our strategy, KPIs and other yearly goals. Financial measures have the highest weighting. Performance against strategic financial and non-financial objectives may also 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 of any bonus is normally delivered in shares deferred for a further two years. Any dividend 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 to both the cash and share-based element of awards for a period of two years from the date of payment (cash) or date of release (shares) if there is: - Misstatement of the company's accounts - An error in calculation performance - Gross misconduct resulting in dismissal - Material failure in risk management - Reputational damage | The maximum annual bonus is 200% of base salary for the CEO, and 175% for other executive directors. The committee will use its discretion within these limits to consider the maximum bonus opportunity each year, taking account of market development opportunities, specific events and role expansion. Threshold performance results in a payment of 30% of maximum. Dividend or dividend equivalents may be earned on the deferred bonus component. **Change from previous policy:** Reduction in policy maximum from | --- | | Purpose and link to strategy | How we assess performance | Maximum | | --- | --- | --- | --- | | | | - Material downturn in financial performance - Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company | 200% to 175% of base salary for other executive directors. | | **Long-term Incentive plan (LTIP)** | To incentivise and reward the delivery of the company's strategic objectives and provide further alignment with shareholders through the use of shares | Awards may comprise performance shares (PSP) and/or restricted stock units (RSUs). Individuals are considered each year for an award of shares that normally vest after three years to the 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 conditions normally 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 any significant changes. Awards of RSUs depend on continued employment and a financial underpinning set by the committee before each grant. The LTIP vesting outcome can be reduced, if necessary, to reflect the underlying or general performance of Airtel Africa. A two-year post-vesting holding period also normally applies to LTIP awards that vest (net of tax) after the adoption of this policy. Any dividend equivalents will normally be delivered at the 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 on which the award vest when there has been: - A misstatement of the company's accounts - An error in calculating performance - Gross misconduct resulting in dismissal - Material failure in risk management - Reputational damage - Material downturn in financial performance - Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company | The maximum annual grant limit is 300% of base salary (face value of shares at grant) for the CEO and 250% of base salary for other executive directors. No more than 50% of base salary may be granted as RSUs to any one person in a single year. A maximum of 25% of the PSP award is available for threshold performance, rising to 100% of the grant for performance at the stretch level. In accordance with the LTIP plan rules, dividend or dividend equivalents may be earned on vested shares. **Change from previous policy:** Increase in LTIP award level from 200% of base salary to 300% of base salary for the CEO and to 250% of base salary for other executive directors. New cap on RSU award level of 50% of base salary. | | **One-off award for exceptional strategic initiatives** | To incentivise, in exceptional circumstances, the achievement of strategic initiatives | An award of cash or equity linked to the achievement of an exceptional strategic initiative. Awards would be subject to performance measures linked to the strategic initiative. The performance period would be aligned to the achievement of the strategic initiative, or a specific milestone. Malus and clawback provisions apply to awards made for three years from the date on which the award vest when there has been: - A misstatement of the company's accounts - An error in calculating performance | Maximum annual award level of 100% of base salary (face value of equity award at grant, or maximum value of cash award). Where a threshold target is set, the minimum amount payable would normally be 25% of the award. | --- | | Purpose and link to strategy | How we assess performance | Maximum | | --- | --- | --- | --- | | | | - Gross misconduct resulting in dismissal - Material failure in risk management - Reputational damage - Material downturn in financial performance - Any other event or events that the committee considers to be both exceptional and sufficiently adverse to the interests of the company. | Change from previous policy: New element of remuneration. | | **Share ownership policy** | To further align the interests of executive directors with those of shareholders | **In-employment** The CEO is expected to build up and retain shares worth 250% of base salary within five years of being appointed to the Board. Other executive directors are expected to build up and retain shares worth 200% of base salary within the same timescale. **Post-employment** Executive directors are required to retain shares equal in value to the lower of their holding on the date of cessation or 50% of their in-employment requirement for two years. Only shares acquired from LTIP and deferred bonus awards granted after their appointment to the Board will count towards this requirement. | Not applicable | ## Discretion in operating the incentive plans To make sure these plans are operated and administered efficiently, the committee has discretion in relation to a number of areas. Consistent with the marketplace, these include (but are not limited 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 and timing of vesting 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 of control, 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 of shares 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 for each year's annual incentive and long-term incentive award are determined by the committee, and, if relevant, any one-off award for exceptional strategic initiatives, 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 and affordability for the business. Non-financial goals reflect the priorities of our business and responsibilities of the role. The annual bonus is based on performance against a stretching combination of financial and non-financial performance measures aligned with our KPIs and operational goals for the year. As such, they typically include measures of revenue, profitability and cash flow, which reflect our focus on profitable growth, cash generation and satisfying our debt and other capital commitments. Executive directors and members of our senior 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 year as appropriate to reflect the priorities for the business in the year ahead. The committee sets a sliding scale of targets for each financial 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 shareholder interest. The performance conditions for the PSP and the underpin for the RSUs are based on measures which are key indicators of our growth, financial health and are aligned with our shareholders' interests. The committee sets a sliding scale of challenging performance targets for each measure for the PSP – see more on these PSP targets. The committee reviews the choice of performance measures and the appropriateness of the performance targets and TSR peer group, when relevant, before each PSP grant. While different performance measures and/or weightings may be applied for awards in different years, the committee will consult with major shareholders before making any significant changes. The performance conditions for any one-off awards for strategic initiatives would be linked to the successful delivery of the strategic initiative and the creation of value for Airtel Africa shareholders. The performance targets would be tailored to the specific strategic objective, but would be set so that: (a) the maximum award would be only payable for achieving a stretching level of performance, and (b) the delivery of a 'target' level of performance would result in around 50% of the maximum award becoming payable. ## Legacy arrangements Airtel Africa has the authority to honour 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 can enter into agreements with a fixed or indefinite term that may be terminated by either party on three months' written notice. At the committee's discretion, we may make a payment in lieu of notice – this is calculated relative to base salary and benefits only, paid on a phased basis and 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 may vest in line with our policy 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 sums accrued up to the leaving date. | Name of director | Date of service contract | Unexpired term* | | --- | --- | --- | | Sunil Taldar | 1 July 2024 | 10 years | | Jaideep Paul | 1 June 2021 | 10 years | --- **Name of director** **Date of service contract** **Unexpired term*** *As at date of service contract --- ## Approach to remuneration for the new executive directors The remuneration package for a newly 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 is subject to the maximum limits on variable pay referred to in the policy table. The committee may also buy out any remuneration and contract features that an executive director may be giving up in order to become an executive director of Airtel Africa. Such buyouts would take into account the nature of awards forfeited and would reflect (as far as possible) 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 or under a separate arrangement as permitted under UK Listing Rules. The committee may agree that certain relocation, legal, tax equalisation and other incidental expenses will be met as appropriate. For an internal appointment, any legacy arrangements related to the previous role will be allowed to pay out as per their original terms unless they are bought out by the company, even if these are in conflict with the policy in place at the time. ## Service contracts for new executive directors and policy on loss of office Contracts for new executive directors will normally include up to six months' notice by either party. This table summarises how the main elements of pay will normally be treated. | | Good leaver | Other leavers | Dismissal for cause | | --- | --- | --- | --- | | **Base salary** | Payable for unexpired portion of notice period or settled by making a cash payment in lieu | Nil | | | **Benefits and pension** | Continues to be provided for unexpired portion of notice period or settled 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 to mitigate any payments in lieu of notice by, for example, making payments in instalments that can 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 of outplacement services). On a change of control of Airtel Africa, outstanding awards will normally vest early to the extent that the performance conditions have been satisfied. Awards would normally be reduced pro-rata to reflect the time between the grant date and the date of the corporate event. If there is a demerger, special dividend or other event the committee thinks may affect the current or future value of shares, 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. --- ## Remuneration scenarios at different performance levels These charts illustrate the total potential remuneration for the CEO and new CFO at three performance levels. ### Remuneration scenarios ($000) #### Chief Executive Officer ![img-121.jpeg](img-121.jpeg) ● Fixed pay ● Annual bonus #### Chief Financial Officer ![img-122.jpeg](img-122.jpeg) ● Long-term incentives ● One-off strategic award #### 1 Assumptions: Minimum = fixed pay only (salary + benefits + pension) On target = 50% vesting of maximum bonus, 75% for the one-off strategic award and 55% for PSP awards, 100% for RSUs Maximum = 100% vesting of maximum bonus, one-off strategic award and LTIP awards. 2 Salary levels (on which other elements of the package are calculated) are based on those applying on 1 April 2025 for the new CFO and on 1 June 2025 for the CEO and incentive levels are based on the implementation levels for 2025/26. 3 Benefit values exclude the costs of business travel and accommodation. 4 To reflect the impact of a share price increase in Airtel Africa plc shares between award and vesting, the LTIP value in the maximum column has been increased by 50% in the share price growth column. 5 The outgoing CFO has not been included in the above charts as his departure has been announced and he will not be in role for a full year. A description of the treatment of his remuneration on departure can be found later in this report. --- ## Remuneration policy for non-executive directors | Element | Purpose and link to strategy | Operation | Maximum opportunity | | --- | --- | --- | --- | | **Non-executive Board chair fees** | To attract and retain high-calibre chairs with the necessary experience and skills. To provide fees that reflect the time commitment and responsibilities of the role. | The chair receives an annual fee, plus a fee for chairing the Nominations Committee. We may also pay fees reflecting 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 of this benefit out of his fee. | The committee reviews chairs' fee periodically. While there is no maximum fee level, we set fees by reference to market data for companies of similar size and complexity. | | **Other non-executive fees** | To attract and retain high-calibre non-executive directors with the necessary experience and skills. To provide fees that reflect the time commitment and responsibilities of the role. | Non-executive directors are paid a basic fee. We may also pay additional fees to reflect extra responsibilities or time 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 is no maximum fee level, fees are set by reference to market data for companies of similar size and complexity. | We may reimburse the reasonable expenses of directors that relate to their duties for Airtel Africa (including tax if applicable). We may also provide advice and assistance with directors' tax returns where these are affected by their duties on our behalf. All non-executive directors have letters of appointment for an initial period of three years. In keeping with best practice, non-executive directors are subject to re-election each year at our AGM. The chair's appointment may be terminated by either party with six months' notice, and the appointments of the 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 by resolution at an AGM or pursuant to the Articles. Directors' letters of appointment are available for inspection during normal business hours at our registered office and also at our yearly AGM. A table setting out the unexpired terms of their contracts is set out below and is updated annually to be accurate at the financial year end of the current reporting year. | Director | Unexpired term | Will renew for three-year term | | --- | --- | --- | | Sunil Bharti Mittal | 2 years, 7 months and 26 days | ☑ | | Akhil Gupta | 2 years, 6 months and 23 days | Will retire at the 2025 AGM | | Shravin Bharti Mittal | 2 years, 6 months and 23 days | ☑ | | Andy J Green | 3 years | ☑ | | Awuneba Ajumogobia | 3 years | ☑ | | Ravi Rajagopal | 3 years | ☑ | | Annika Poutiainen | 3 years | ☑ | | Tsega Gebreyes | 2 years, 6 months and 12 days | ☑ | | Gopal Vittal | 2 years, 6 months and 28 days | ☑ | | Cynthia Gordon | 3 years | ☑ | | Paul Arkwright | 2 years, 1 month and 8 days | ☑ | --- # Shareholder context The committee considers the views of shareholders when reviewing the remuneration of executive 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 with major shareholders on changes to this policy during the development of this proposed policy. # Broader employee context The committee considers executive remuneration in the context of our 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 of our executive directors. Airtel engages with employees on a number of issues, including remuneration, in a variety of ways. For example, the designated non-executive director for employee engagement holds regular meetings with employees when he visits sites throughout the year, and Board members when they visit markets during any year hold engagement sessions with the workforce. Through these meetings and engagement, our board members inform employees on executive remuneration and receive feedback. This engagement approach is kept under review as we continually seek to improve the Board's dialogue with employees. This year we introduced our new Employee Connect initiative. Our independent non-executive directors met virtually with colleagues enabling conversations that provided employees with another way to share their ideas and concerns directly with directors and enabled our Board members to update the Board directly on matters raised, including remuneration and benefits. Read more about Employee Connect. --- ## Part 3: Our annual report on remuneration This report has been prepared by the committee and approved by our Board. As stipulated by UK regulations, Deloitte LLP have independently audited these items: - The Executive directors' remuneration and non-executive directors' remuneration and associated footnotes. - The table of share awards granted to executive directors and associated footnotes. - The statement of directors' shareholdings and share interests and associated footnotes. ### 2024/25 remuneration of directors (audited) This table sets out the total remuneration for the executive directors for the year ended March 2025. This year, there were changes to the accounting for the end of service gratuity payable under Dubai employment law. This benefit delivers a payment based on the number of years served when employment is terminated. In previous years, the approach taken was to include the full amount payable in the year that employment was terminated. This has been changed so that the amount of benefit accrued each year is now displayed under the 'pension' column. Previous years have been changed to be in line with this approach. | All amounts are in $'000 | | Base salary | Benefits^{1} | Pension contribution^{2} | Annual bonus^{3} | LTIP^{4,5} | Total fixed | Total variable | Other^{6,7} | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Sunil Taldar | 2024/25 | $570 | $133 | $33 | $686 | – | $736 | $686 | – | $1,422 | | Jaideep Paul | 2024/25 | $670 | $191 | $43 | $758 | $495 | $904 | $1,253 | – | $2,157 | | | 2023/24 | $638 | $192 | $40 | $776 | $745 | $870 | $1,521 | – | $2,391 | | Segun Ogunsanya | 2024/25 | $252 | $15 | $40 | $265 | – | $307 | $770 | $505 | $1,076 | | | 2023/24 | $1,001 | $435 | $162 | $1,276 | $1,378 | $1,598 | $4,737 | $2,083 | $6,335 | --- | All amounts are in $'000 | Base salary | Benefits^{1} | Pension contribution^{2} | Annual bonus^{3} | LTIP^{4,5} | Total fixed | Total variable | Other^{6,7} | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | #### Notes 1 Sunil Taldar's benefits included ($'000): expatriate housing of $69, car of $44, expatriate home leave of $8 and insurance costs of $12. Jaideep Paul's benefits included ($'000): expatriate housing of $93, car of $58, expatriate home leave of $22 and insurance costs of $18. Segun Ogunsanya's benefits included ($'000): car benefit value of $5, and insurance costs of $10. 2 Only Segun Ogunsanya received a pension contribution of 10% of his salary – this was in accordance with his legacy arrangements which reflect statutory requirements for employees in his home location of Nigeria. Sunil Taldar and Jaideep Paul do not receive a pension contribution. All executive directors based in Dubai are eligible for the end of service gratuity required under Dubai law for employees under full time contracts. This benefit is paid when employment is terminated based on the number of years served. The amount of benefit accrued in the year is also included in this column. 3. For Sunil Taldar and Segun Ogunsanya, the amount for 2024/25 represents the bonus relating to their time served as a director. 4 For Jaideep Paul, the 2024/25 figure includes 152,873 PSU awards and 127,531 RSU awards which were granted on 28 June 2022 and will vest in 2025. The PSU awards were subject to a performance condition and the RSU awards were subject to a performance underpin, both of which had performance periods ending on 31 March 2025. The value of these awards has been estimated using the average price of Airtel Africa shares between 1 January 2025 and 31 March 2025 of GBP 1,398 ($1,764). For 2024/25, the total value estimated attributable to share price appreciation is $23.1k for Jaideep Paul. 5 The 2023/24 LTIP values for Segun Ogunsanya and Jaideep Paul have been restated based on the share price of $1,519 on the vesting date of 28 June 2024. This was when 580,474 PSUs and 326,786 RSUs vested to Segun Ogunsanya and 308,212 PSUs and 182,188 RSUs vested to Jaideep Paul after application of the PSU performance condition and RSU underpin. The value in last year's report was estimated using an average share price. 6 For 2024/25, this relates to amounts ($'000) paid for accrued but untaken holiday of $446, and relocation costs of $59 (including household goods shipping and plane tickets). 7 For 2023/24, this relates to the LTIPs vesting as a result of Segun Ogunsanya's treatment as a good leaver under the plan rules, which were disclosed in last year's remuneration report. The committee exercised its discretion to pro-rate awards for time and to test performance at 31 March 2024 based on an assessment of the performance condition in the context of performance to date and the outlook for future financial performance. As a result, 63.4% of the shares under award under award vested on 30 June 2024 (1,371,254 shares out of 2,164,266 shares). The value of these awards has been restated based on the share price of $1,519 on the vesting date of 30 June 2024. The value in last year's report was estimated using an average share price. ## Annual bonus Annual bonus targets were set in the first quarter of the financial year and were based on the annual operating plan. Financial performance is measured in constant currency, as this provides the best measure of underlying performance for a company operating in multiple countries. Targets set at the beginning of the year required double-digit growth in net revenue, underlying EBITDA and operating free cash flow for the achievement of the threshold targets, with even higher levels of stretch were required to achieve the maximum targets. Performance during the year was very strong, which resulted in the challenging max targets for net revenue being exceeded, and underlying EBITDA performance and operating free cash flow were between the target and max targets. As a result, a bonus of 80% of maximum has been awarded to the CEO and a bonus of 81% of maximum has been awarded to the outgoing CFO, of which one-third will be deferred into shares for two years. ### 2024/25 bonus outcomes (audited) | | Bonus performance measures | | | | | | --- | --- | --- | --- | --- | --- | | | Net revenue | Underlying EBITDA | Operating free cash flow (OFCF) | Personal | Total | | Weighted total | 35% | 35% | 10% | 20% | 100% | | Outcomes (weighted % of maximum) | 35% | 20.45% | 8.5% | | | | Sunil Taldar (weighted % of maximum) | | | | 16.25% | 80.3% | | Jaideep Paul (weighted % of maximum) | | | | 16.9% | 80.9% | --- ## Financial objectives Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for 2024/25. | All amounts are in $million | Weighting (%) | Threshold (30%) | Target (50%) | Maximum (100%) | Actual | | --- | --- | --- | --- | --- | --- | | Net revenue | 35% | 4,250.8 | 4,359.8 | 4,468.8 | 4,497.4 | | EBITDA | 35% | 2,324.5 | 2,387.6 | 2,466.7 | 2,400.9 | | OFCF | 10% | 1,574.9 | 1,638.1 | 1,717.2 | 1,693.8^{1} | --- | All amounts are in $million | Weighting (%) | Threshold (30%) | Target (50%) | Maximum (100%) | Actual | | --- | --- | --- | --- | --- | --- | All targets and achievements are in constant currency as at 31 March 2024 1 OFCF outcome for 2024/25 of $1,731m was moderated downwards by $37m to account for deferral of data centre capex deployment which was budgeted in targets. ## Personal objectives Personal objectives for the executive directors during the year are as follows: | | | Weighting (%) | Target | Performance achieved | Outcome (weighted % of maximum) | | --- | --- | --- | --- | --- | --- | | Sunil Taldar | ESG – gender diversity | 10% | Senior manager female representation (Level senior manager+) Threshold: 23.3% Target: 24.3% Maximum: 25.3% | 25% | 8.5% | | | Compliance – Internal audit score | 10% | Threshold: 79 Target: 81 Maximum: 83 | 82.1 | 7.75% | | Jaideep Paul | ESG – gender diversity | 10% | Senior manager female representation (Level senior manager+) Threshold: 23.3% Target: 24.3% Maximum: 25.3% | 25% | 8.5% | | | Compliance – Internal audit score | 10% | Threshold: 89 Target: 91 Maximum: 93 | 92.4 | 8.4% | ## Annual bonus awarded | Name | Awarded in cash ($000s) | Awarded in deferred shares ($000s) | Total ($000s) | | --- | --- | --- | --- | | Sunil Taldar | $457.3 | $228.6 | $685.9 | | Jaideep Paul | $505.3 | $252.6 | $757.9 | ## Annual bonus for outgoing CEO As disclosed last year, Segun Ogunsanya received a bonus pro-rated for time served in the year and subject to an assessment of company and personal performance. Following the performance assessment, a bonus of $265k was paid which was equivalent to a performance outcome of 70% of the maximum opportunity. See more on payments for loss of office. ## Long-term incentive plan (LTIP) (audited) ### LTIP awards granted in 2024/25 During the year, Sunil Taldar and Jaideep Paul were granted the following LTIP awards on 25 June 2024: | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | | 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 | | --- | --- | --- | --- | --- | --- | --- | --- | | Sunil Taldar | 2024 LTIP – PSU | 760,000 | $1.50 | $1,140,000 | 150% | 25% | 31-Mar-27 | | | 2024 LTIP – RSU | 253,333 | $1.50 | $380,000 | 50% | 100% | 31-Mar-27 | | Jaideep Paul | 2024 LTIP – PSU | 449,931 | $1.50 | $674,896 | 100% | 25% | 31 Mar-27 | | | 2024 LTIP – RSU | 179,972 | $1.50 | $269,958 | 40% | 100% | 31-Mar-27 | 1 Average closing share price and FX rate for the three dealing days immediately prior to grant. RSUs may not vest unless aggregate operating free cash flow is positive over the three financial years ending the year before the RSUs vest. The performance conditions for the PSUs are based on three performance measures – net revenue growth (40%), increase in underlying EBITDA margin (40%), and relative TSR (20%). Performance is measured over a three-year period, and this combination of measures helps to align the operation of the LTIP with shareholders’ interests and our business strategy. Net revenue growth provides a key indicator of long-term growth achieved. Underlying EBITDA margin is a key indicator of long-term growth in profitability from our operations. Relative TSR measures the total returns to our shareholders, providing close alignment with shareholder interests. As set out in the annual statement, both net revenue growth and EBITDA margin are measured on a constant currency basis. --- Airtel Africa operates only in Africa. We have three main competitors, none of whom disclose targets in their 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 EBITDA LTIP targets. The targets will be disclosed when no longer considered commercially sensitive. This will be no later than the year in which the awards vest. Our targets are based on the 2024/25 three-year plan and will require competitive market-leading growth in net revenue on a constant currency basis at target with 2.5% down and up to threshold and maximum. The increase in underlying EBITDA margin from an already 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 at the 50th percentile with the maximum at the 75th percentile. ## Targets apply to the 2024 performance share plan (PSP) awards | Metric | Weighting | Threshold (25%) | Target (50%) | Maximum (100%) | | --- | --- | --- | --- | --- | | Net revenue (CAGR %) | 40% | Target minus 2.5% | Based on 3-year plan | Target plus 2.5% | | Increase in 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 | ## Deferred bonus awards As disclosed in last year's remuneration report, awards were also granted in respect of the deferred bonus for the 2023/24 financial year. Further information on these awards is set out in the table of share awards at the end of this report. ## Airtel Money one-off Award As disclosed in last year's remuneration report, the new CEO was granted a one-off award linked to a successful IPO of Airtel Money on 1 April 2024. No other awards were granted in the financial year ending 31 March 2025. An award has been granted to the new CFO on 1 April 2025 in anticipation of his appointment. This award is on the same terms as the award granted to the new CEO which were disclosed last year. Further details on the key terms of the award granted to the new CFO are set out below: a. An award was granted on 1 April 2025 to the new CFO b. Base value of awards was $65k c. Performance target is to grow the share price of Airtel Money from the amount paid by external shareholders in March 2021 to the date of vesting with: - 75% vesting for a threshold level of growth - 100% vesting for a stretch level of growth d. Vesting will occur on an IPO (if achieved within three years of grant) or on a sale of Airtel Money were this to take place prior to the third anniversary of grant e. The awards will be settled in shares in Airtel Money based on the share price at date of vesting f. The awards are subject to clawback and malus g. Shares delivered on vesting of the awards are subject to a one-year post-vesting holding period for the new CFO --- ## Share awards vesting in relation to 2024/25 On 28 June 2022, the outgoing CFO was granted a RSU award of 127,531 shares subject to an operating free cash flow performance underpin, and a PSP award over 273,281 shares subject to performance measured to the end of 31 March 2025 against the following conditions: | | All amounts are in $ million Metric | Weighting by tranche | Below threshold (0%) | Threshold (25%) | Target (50%) | Maximum (100%) | Actual | % achievement (of maximum) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2022 LTIP awards – PSP (financial) | Net revenue CAGR | 40% | <14.8% | 14.8% | 15.8% | 16.7% | 22.7% | 100% | | | Increase in underlying EBITDA margin | 40% | <-0.19% | -0.19% | 0.15% | 0.59% | (0.99%) | 0% | | 2022 LTIP awards – PSP (TSR) | Relative TSR | 20% | 2 years $m | Total $m | | Interest bearing borrowings^{1} | **2,363** | **444** | **562** | **327** | **555** | **975** | **2,863** | --- # As of 31 March 2025 | | Carrying amount $m | On Demand $m | Less than 6 months $m | 6 to 12 months $m | 1 to 2 years $m | > 2 years $m | Total $m | | --- | --- | --- | --- | --- | --- | --- | --- | | Lease liabilities^{2} | **3,661** | – | **357** | **313** | **601** | **5,448** | **6,719** | | Mobile money wallet balance | **928** | **928** | – | – | – | – | **928** | | Put option liability | **542** | – | **544** | – | – | – | **544** | | Trade payables | **485** | – | **485** | – | – | – | **485** | | Other financial liabilities | **557** | – | **320** | **32** | **43** | **271** | **666** | | Gross settled derivatives | | | | | | | | | – Outflow | **4** | – | **202** | – | – | – | **202** | | – Inflow | | – | **(196)** | – | – | – | **(196)** | | | **8,540** | **1,372** | **2,274** | **672** | **1,199** | **6,694** | **12,211** | # As of 31 March 2024 | | Carrying amount $m | On Demand $m | Less than 6 months $m | 6 to 12 months $m | 1 to 2 years $m | > 2 years $m | Total $m | | --- | --- | --- | --- | --- | --- | --- | --- | | Interest bearing borrowings^{1} | 2,419 | 457 | 939 | 217 | 476 | 656 | 2,745 | | Lease liabilities^{2} | 2,089 | – | 267 | 294 | 398 | 2,184 | 3,143 | | Mobile money wallet balance | 722 | 722 | – | – | – | – | 722 | | Put option liability | 552 | – | – | – | 559 | – | 559 | | Trade payables | 422 | – | 422 | – | – | – | 422 | | Other financial liabilities | 539 | – | 374 | 20 | 23 | 196 | 613 | | Gross settled derivatives | | | | | | | | | – Outflow | 172 | – | 273 | 115 | 26 | – | 414 | | – Inflow | | – | (183) | (40) | (9) | – | (232) | | | 6,915 | 1,179 | 2,092 | 606 | 1,473 | 3,036 | 8,386 | --- As of 31 March 2024 | Carrying amount $m | On Demand $m | Less than 6 months $m | 6 to 12 months $m | 1 to 2 years $m | > 2 years $m | Total $m | | --- | --- | --- | --- | --- | --- | --- | 1 Includes 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. 2 Maturity analysis is based on undiscounted lease payments. --- # **Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows:** | Statement of cash flow line items | 1 April 2024 $m | Cash flow $m | Interest and other finance charges $m | Non-cash movements | | | | | | | 3 March 2024 $m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Foreign exchange loss/(gain) $m | Dividend declared during the year $m | Additions $m | Fair value changes $m | Foreign currency translation reserve $m | Others $m | 3 March 2024 $m | | | Borrowings^{1} Proceeds/repayment of borrowings | **1,916** | **(17)** | – | – | – | – | – | **(1)** | **(20)** | **(1)** | **1,87** | | Lease liability Repayment of lease liability | **2,089** | **(547)** | **319** | – | – | – | **1,857** | – | **(57)** | – | **3,66** | | Derivative liabilities net of derivatives (net) Outflow on maturity | **167** | **(194)** | – | – | – | – | – | **54** | **(18)** | – | – | | Interest accrued but finance charges paid not due Interest and other finance charges paid | **46** | **(341)** | **331** | – | – | – | – | – | **6** | – | **4** | | Dividend payable Dividend paid to owners of equity and non controlling interests | **19** | **(301)** | – | – | **291** | – | – | – | **(0)** | – | – | | Deferred payment liability Payment of deferred spectrum liability | **167** | **(33)** | **13** | – | – | – | **101** | – | **(5)** | – | **24** | | Other financial liability Purchase of shares under buy-back programme | **41** | **(120)** | – | – | – | – | **100** | – | **0** | – | **2** | --- # Non-cash movements | Statement of cash flow line items | 1 April 2024 $m | Cash flow $m | Interest and other finance charges $m | Foreign exchange loss/(gain) $m | Dividend declared during the year $m | Additions $m | Fair value changes $m | Foreign currency translation reserve $m | Others $m | 31 March 2024 $m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | 1 Does not include overdraft. # Non-cash movements | Statement of cash flow line items | 1 April 2023 $m | Cash flow $m | Interest and other finance charges $m | Foreign exchange loss/(gain) $m | Dividend declared during the year $m | Additions $m | Fair value changes $m | Foreign currency translation reserve $m | Others $m | 31 March 2024 $m | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Borrowings^{1} Proceeds/repayment of borrowings | 1,817 | 163 | – | – | – | – | (4) | (58) | (2) | 1,916 | | Lease liability Repayment of lease liability | 2,047 | (498) | 195 | – | – | 884 | – | (539) | – | 2,089 | | Derivative liabilities net Outflow on maturity of derivatives (net) | 35 | 7 | – | – | – | – | 213 | (93) | 5 | 167 | | Interest accrued but not due Interest and other finance charges paid | 26 | (265) | 277 | – | – | – | – | 8 | – | 46 | | Dividend payable Dividend paid to owners of equity and non controlling interests | 13 | (271) | – | – | 277 | – | – | (0) | – | 19 | | Deferred payment liability^{2} Payment of deferred spectrum liability | 182 | (42) | 10 | – | – | 19 | – | (1) | (1) | 167 | | Other financial liability Purchase of shares under buy-back programme | – | (9) | – | – | – | 50 | – | – | – | 41 | --- | Statement of cash flow line items | Non-cash movements | | --- | --- | | 1 April 2023 $m | Cash flow $m | Interest and other finance charges $m | Foreign exchange loss/(gain) $m | Dividend declared during the year $m | Additions $m | Fair value changes $m | Foreign currency translation reserve $m | Others $m | 31 March 2024 $m | | | 1 Does not include overdraft. 2 Includes $17m and $25m presented under cash flow from investing activities and financing activities, respectively. ## Capital management Capital includes equity attributable to the equity holders of the company. The primary objective of the Group's capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2025 and 31 March 2024. On 1 March 2024 Airtel Africa announced the commencement of its share buy-back reflecting the significant progress made in recent years to reduce leverage and strengthen the Company's balance sheet. In light of the cash accretion at the holding company level, the current leverage and the consistent strong operating cash generation, the Company is well positioned to undertake this share buy-back to enhance shareholder returns which is consistent with its existing capital allocation policy. The group monitors capital using a leverage ratio, which is net debt divided by Underlying EBITDA. Net debt is calculated as total of borrowings and lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. During the year ended 31 March 2025, the Group started using Lease-adjusted leverage as an additional metric to monitor the capital, as this metric reduces the volatility in the leverage ratio associated with lease accounting under IFRS 16, improves comparability between periods and reflects the leverage based on the Group's financial market debt position. The group defines lease-adjusted leverage ratio as lease-adjusted net debt divided by lease-adjusted EBITDA for the preceding 12 months. Lease-adjusted net debt is defined as borrowings excluding lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative financial instruments, processing costs related to borrowings and fair value hedge adjustments. Lease-adjusted EBITDA is defined as operating profit/ (loss) for the period before depreciation and amortisation less principal repayments due on right-of-use assets during the period and interest on lease liabilities. Also refer to alternative performance measures section. --- | | For the year ended | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Long term Borrowings | **1,226** | 947 | | Short-term borrowings | **1,095** | 1,426 | | Lease Liabilities | **3,661** | 2,089 | | **Adjusted for:** | | | | Cash and cash equivalents | **(552)** | (620) | | Term deposits with bank | **(76)** | (344) | | Processing costs related to borrowings | **9** | 8 | | Fair value hedge adjustment | **–** | (1) | | **Net debt** | **5,363** | 3,505 | | Less: Lease liabilities | **(3,661)** | (2,089) | | **Lease-adjusted net debt** | **1,702** | 1,416 | | Underlying EBITDA | **2,304** | 2,428 | | Less: Interest on lease liabilities | **(319)** | (195) | | Less: Repayment of lease liabilities | **(219)** | (303) | | **Lease-adjusted EBITDA** | **1,766** | 1,930 | | **Leverage ratio** | **2.3** | 1.4 | | **Lease-adjusted leverage ratio** | **1.0** | 0.7 | --- ## 32. Fair value of financial assets and liabilities The category wise details as to the carrying value, fair value and the level of fair value measurement hierarchy of the Group's financial instruments are as follows: | | | Carrying value as of | | Fair value as of | | | --- | --- | --- | --- | --- | --- | | | | 31 March 2025 $m | 31 March 2024 $m | 31 March 2025 $m | 31 March 2024 $m | | **Financial assets** | | | | | | | **FVTPL** | | | | | | | Derivatives | | | | | | | – Forward and option contracts | Level 2 | **1** | 10 | **1** | 10 | | Investments | Level 2 | **0** | 0 | **0** | 0 | | **FVTOCI** | | | | | | | Investments | Level 2 | **–** | 2 | **–** | 2 | | **Amortised cost** | | | | | | | Trade receivables | | **203** | 184 | **203** | 184 | | Cash and cash equivalents | | **552** | 620 | **552** | 620 | | Other bank balances | | **81** | 353 | **81** | 353 | | Balance held under mobile money trust | | **952** | 737 | **952** | 737 | | Other financial assets | | **77** | 136 | **77** | 136 | | | | **1,866** | 2,042 | **1,866** | 2,042 | | **Financial liabilities** | | | | | | | **FVTPL** | | | | | | | Derivatives | | | | | | | – Forward and option contracts | Level 2 | **10** | 22 | **10** | 22 | | – Cross currency swaps | Level 3 | **–** | 155 | **–** | 155 | | – Embedded derivatives | Level 2 | **0** | 0 | **0** | 0 | | **Amortised cost** | | | | | | | Long-term borrowings- fixed rate | Level 2 | **592** | 271 | **588** | 257 | | Long-term borrowings- floating rate | | **634** | 676 | **634** | 676 | | Short-term borrowings- fixed rate | Level 1 | **–** | 550 | **–** | 549 | | Short-term borrowings | | **1,095** | 876 | **1,095** | 876 | | Put option liability | Level 3 | **542** | 552 | **544** | 552 | | Trade payables | | **485** | 422 | **485** | 422 | | Mobile money wallet balance | | **928** | 722 | **928** | 722 | | Other financial liabilities | | **599** | 586 | **599** | 586 | | | | **4,885** | 4,832 | **4,883** | 4,817 | --- The following methods/assumptions were used to estimate the fair values: - • The carrying value of bank deposits, trade receivables, trade payables, balance held under mobile money trust, mobile money wallet balance, short-term borrowings, other current financial assets and liabilities approximate their fair value mainly due to the short-term maturities of these instruments. - • Fair value of quoted financial instruments is based on quoted market price at the reporting date. - • The fair value of non-current financial assets, long-term borrowings and other financial liabilities is estimated by discounting future cash flows using current rates applicable to instruments with similar terms, currency, credit risk and remaining maturities. - • The fair values of derivatives are estimated by using pricing models, wherein the inputs to those models are based on readily observable market parameters. The valuation models used by the Group reflect the contractual terms of the derivatives (including the period to maturity), and market-based parameters such as interest rates, foreign exchange rates, volatility etc. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgement and inputs thereto are readily observable. For details pertaining to valuation of cross currency swaps, please refer to level 3 details below. - • The fair value of the put option liability to buy back the stake held by non-controlling interest in AMC BV is measured at the present value of the redemption amount (i.e. expected cash outflows). Since, the liability will be based on fair value of the equity shares of AMC BV (subject to a cap) at the end of 48 months, the expected cash flows are estimated by determining the projected equity valuation of the AMC BV at the end of 48 months expiring in August 2025 and applying a cap thereon. The figure in the above table reflects the maximum payable under the agreement. --- During the year ended 31 March 2025 and year ended 31 March 2024 there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into or out of Level 3 fair value measurements. The following table describes the key inputs used in the valuation (basis discounted cash flow technique) of the Level 2 financial assets/liabilities as of 31 March 2025 and 31 March 2024: | Financial assets/liabilities | Inputs used | | --- | --- | | – Currency swaps, forward and option contracts, and other bank balances | Forward foreign currency exchange rates, Interest rates | | – Interest rate swaps | Prevailing/forward interest rates in market, Interest rates | | – Embedded derivatives | Prevailing interest rates in market, inflation rates | | – Other financial assets/fixed rate borrowings/other financial liabilities | Prevailing interest rates in market, future payouts, Interest rates | ### Key inputs for level 3 The fair value of cross currency swap (CCS) has been estimated based on the contractual terms of the CCS and parameters such as interest rates, foreign exchange rates etc. Since the data from any observable markets in respect of interest rates is not available, the interest rates are considered to be significant unobservable inputs to the valuation of this CCS. ### Reconciliation of fair value measurements categorised within level 3 of the fair value hierarchy – financial assets/(liabilities) (net) #### Cross currency swaps (CCS) | | For the year ended | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | **Opening balance** | **(155)** | (43) | | Recognised in finance costs in profit and loss (unrealised) | **(32)** | (284) | | Repayment of cross currency swap and interest | **166** | 32 | | Foreign currency translation impact recognised in OCI | **21** | 140 | | **Closing balance** | **–** | **(155)** | #### Put option liability | | For the year ended | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | **Opening balance** | **(552)** | (569) | | Liability derecognised by crediting transaction with NCI reserve^{1} | **15** | 24 | | Recognised in finance costs in profit and loss (unrealised) | **(5)** | (7) | | **Closing balance** | **(542)** | **(552)** | --- # **For the year ended** | 31 March 2025 $m | 31 March 2024 $m | | --- | --- | 1 Put option liability was reduced by $15m (March 2024: $24m) for dividend distribution to put option NCI holders. Any dividend paid to put option NCI holders is adjustable against the put option liability based on put option arrangements. --- ### 33. Companies in the Group, associate and joint venture Information of Group's directly and indirectly held subsidiaries, associate and joint venture are as follows: #### Details of subsidiaries | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 31 March 2025 | 31 March 2024 | | 1 | Airtel Tchad S.A. | Rue du Commandant Galyam Négal, Immeuble du Cinéma Etoile, B.P. 5665, N'Djaména, Tchad | Telecommunication services | Chad | **100** | 100 | | 2 | Airtel Mobile Commerce Tchad S.A. | Avenue Charles de Gaulle, Immeuble Pierre Brock, B.P. 5665, N'Djaména, Tchad | Mobile commerce services | Chad | **77.89** | 77.89 | | 3 | Indian Ocean Telecom Limited | 28 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands | Investment company | Channel Islands | **100** | 100 | | 4 | Airtel Congo S.A. | 2ème Etage de L'Immeuble SCI Monte Cristo, Rond-Point de la Gare, Croisement de l'Avenue Orsy et de Boulevard Denis Sassou Nguesso, Centre Ville, B.P. 1038, Brazzaville, Congo | Telecommunication services | Congo-Brazzaville | **90.00** | 90.00 | | 5 | Mobile Commerce Congo S.A. | 3ème Etage de L'Immeuble SCI Monte Cristo, Rond-Point de la Gare, Croisement de l'Avenue Orsy et de Boulevard Denis Sassou Nguesso, Centre – Ville, B.P. 1038, Brazzaville, Congo | Mobile commerce services | Congo-Brazzaville | **70.10** | 70.10 | | 6 | Airtel Congo RDC S.A. | 42-43, Avenue Tabora, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo | Telecommunication services | Democratic Republic of the Congo | **98.50** | 98.50 | | 7 | Airtel Congo RDC Telesonic S.A.U. | 3ème étage, 130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo | Telecommunication services | Democratic Republic of the Congo | **100** | 100 | | 8 | Nxtra Africa Data RDC S.A. | 1 Croisement Des AV Tchad ET Bas Congo, C/Gombe, V/Kinshasa, P/Kinshasa République Démocratique du Congo. | Telecommunication services | Democratic Republic of the Congo | **100** | – | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 31 March 2025 | 31 March 2024 | | 9 | Airtel Money RDC S.A. | 6ième étage, 130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo | Mobile commerce services | Democratic Republic of the Congo | **77.89** | 77.89 | | 10 | Congo RDC Towers S.A. | 3ème étage, 130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo | Infrastructure sharing services | Democratic Republic of the Congo | **100** | 100 | | 11 | Partnership Investments Sarlu | 130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo | Investment company | Democratic Republic of the Congo | **100** | 100 | | 12 | Airtel Gabon S.A. | Immeuble Libreville, Business Square, Rue Pecqueur, Centre-Ville, B.P. 9259 Libreville, Gabon | Telecommunication services | Gabon | **100** | 100 | | 13 | Airtel Gabon Telesonic S.A. | Immeuble Libreville, Business Square, Rue Pecqueur, Centre-Ville, B.P. 9259, Libreville, Gabon | Telecommunication services | Gabon | **100** | 100 | | 14 | Airtel Money S.A. | Immeuble Odyssée, Boulevard de la Nation, B.P. 23 899, Libreville, Gabon | Mobile commerce services | Gabon | **77.89** | 77.89 | | 15 | Gabon Towers S.A.^{2} | 124 Avenue Bouët, B.P. 9259, Libreville, Gabon | Infrastructure sharing services | Gabon | **100** | 100 | | 16 | Airtel International LLP^{4} | Worldmark Tower -2, 6th and 7th Floor, Maidawas Road, Sector 65, Gurugram, Haryana- 122001, Arjun Nagar, Gurgaon, Arjun Nagar, Haryana, India, 122001 | Support services | India | **100** | 100 | | 17 | Airtel Networks Kenya Limited | LR 209/11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya | Telecommunication services | Kenya | **100** | 100 | | 18 | Airtel Kenya Telesonic Limited | LR 209/11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya | Telecommunication services | Kenya | **100** | 100 | | 19 | Nxtra Africa Data (Kenya) Limited | Parkside Towers, Mombasa Road, P.O. Box 73146, City Square, Nairobi, Kenya | Telecommunication services | Kenya | **100** | 100 | | 20 | Nxtra Africa Data (Kenya) SEZ Limited | Parkside Towers, Mombasa Road, P.O. Box 73146, City Square, Nairobi, Kenya | Telecommunication services | Kenya | **100** | – | | 21 | Airtel Mobile Commerce (Kenya) Limited | LR 209/11880, 7th Floor, Parkside Towers, Mombasa | Mobile commerce services | Kenya | **77.89** | 77.89 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | | | Road, P.O. Box 73146-00200, Nairobi, Kenya | | | | | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 31 March 2025 | 31 March 2024 | | 22 | Airtel Money Kenya Limited | LR 209/11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya | Mobile commerce services | Kenya | **77.89** | 77.89 | | 23 | Airtel Money Transfer Limited | LR 209/11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146-00200, Nairobi, Kenya | Mobile commerce services | Kenya | **77.89** | 77.89 | | 24 | Airtel Mobile Commerce Services Limited | LR 209/11880, 4th Floor, Parkside Towers, Mombasa Road, P.O. Box 962-00100, Nairobi, Kenya | Support services | Kenya | **77.89** | 77.89 | | 25 | Airtel Madagascar S.A. | Immeuble S, lot II J 1 AA, Morarano Alarobia – 101 Antananarivo – Madagascar | Telecommunication services | Madagascar | **100** | 100 | | 26 | Airtel Mobile Commerce Madagascar S.A. | Immeuble S, lot II J 1 AA, Morarano Alarobia – 101 Antananarivo – Madagascar | Mobile commerce services | Madagascar | **77.89** | 77.89 | | 27 | Airtel Malawi Public Limited Company | Airtel Complex, Off Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi | Telecommunication services | Malawi | **79.95** | 79.95 | | 28 | Airtel (M) Telesonic Limited | Airtel Complex, Off Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi | Telecommunication services | Malawi | **100** | 100 | | 29 | Airtel Mobile Commerce Limited | MERA Complex, Along Convention Drive, City Centre, P.O. Box 126, Lilongwe, Malawi | Mobile commerce services | Malawi | **77.89** | 77.89 | | 30 | 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 | Mauritius | **100** | 100 | | 31 | Celtel (Mauritius) Holdings Limited | C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cybercity, Ebene, 72201, Republic of Mauritius | Investment company | Mauritius | **100** | 100 | | 32 | Channel Sea Management Company (Mauritius) Limited^{3} | C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cybercity, Ebene, 72201 Republic of Mauritius | Investment company | Mauritius | **100** | 100 | | 33 | Montana International^{3} | C/o Ocorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cybercity, Ebene, 72201, Republic of Mauritius | Investment company | Mauritius | **100** | 100 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 31 March 2025 | 31 March 2024 | | 34 | Bharti Airtel International (Netherlands) B.V.^{4,5} | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 35 | Bharti Airtel Africa B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 36 | Bharti Airtel Chad Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 37 | Bharti Airtel Congo Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 38 | Bharti Airtel RDC Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 39 | Bharti Airtel Gabon Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 40 | Bharti Airtel Kenya B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 41 | Bharti Airtel Madagascar Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 42 | Bharti Airtel Malawi Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 43 | Bharti Airtel Mali Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 44 | Bharti Airtel Nigeria B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 45 | Bharti Airtel Niger Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 46 | Bharti Airtel Services B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 47 | Bharti Airtel Tanzania B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 48 | Bharti Airtel Uganda Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 49 | Bharti Airtel Zambia Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **100** | 100 | | 50 | Airtel Mobile Commerce B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | | | Netherlands | | | | | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 51 | Airtel Mobile Commerce Holdings B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 52 | Airtel Mobile Commerce Tchad B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 53 | Airtel Mobile Commerce Congo B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 54 | Airtel Mobile Commerce DRC B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 55 | Airtel Mobile Commerce Gabon B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 56 | Airtel Mobile Commerce Kenya B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 57 | Airtel Mobile Commerce Madagascar B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 58 | Airtel Mobile Commerce Malawi B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 59 | Airtel Mobile Commerce Niger B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 60 | Airtel Mobile Commerce Nigeria B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 61 | Airtel Mobile Commerce Rwanda B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 62 | Airtel Mobile Commerce (Seychelles) B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 63 | Airtel Mobile Commerce Tanzania B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 64 | Airtel Mobile Commerce Uganda B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 65 | Airtel Mobile Commerce Zambia B.V. | Weesperstraat 107, 1018 VN Amsterdam, The Netherlands | Investment company | Netherlands | **77.89** | 77.89 | | 66 | Celtel Niger S.A. | 2054 Route de l'Aéroport, B.P. 11 922, Niamey, Niger | Telecommunication services | Niger | **90.00** | 90.00 | | 67 | Airtel Money Niger S.A. | 2054 Route de l'Aéroport, B.P. 11 922, Niamey, Niger | Mobile commerce services | Niger | **70.10** | 70.10 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 68 | Airtel Networks Limited | Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria | Telecommunication services | Nigeria | **100** | 100 | | 69 | Airtel Nigeria Telesonic Limited | Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria | Telecommunication services | Nigeria | **100** | 100 | | 70 | Nxtra Africa Data (Nigeria) Limited | Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria | Telecommunication services | Nigeria | **100** | 100 | | 71 | Nxtra Africa Data (Nigeria) FZE | Plot AV-A-34-35 Eko Atlantic City, Lagos, Nigeria | Telecommunication services | Nigeria | **100** | 100 | | 72 | Smartcash Payment Service Bank Limited | Plot 1698a Oyinjolayemi Street, Victoria Island, Lagos, Nigeria | Mobile commerce services | Nigeria | **94.44** | 99.96 | | 73 | Airtel Mobile Commerce Nigeria Limited | Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria | Mobile commerce services | Nigeria | **100** | 100 | | 74 | Airtel Rwanda Limited | Remera, Gasabo, Umujyi wa Kigali, Rwanda | Telecommunication services | Rwanda | **100** | 100 | | 75 | Airtel Rwanda Telesonic Limited | Remera, Gasabo, Umujyi wa Kigali, Rwanda | Telecommunication services | Rwanda | **100** | 100 | | 76 | Airtel Mobile Commerce Rwanda Ltd | Kinyinya, Gasabo, Umujyi wa Kigali, Rwanda | Mobile commerce services | Rwanda | **77.89** | 77.89 | | 77 | Airtel (Seychelles) Limited | Airtel House, Josephine Cafrine Road, Perseverance, P.O. Box 1358, Victoria, Mahe, Seychelles | Telecommunication services | Seychelles | **100** | 100 | | 78 | Airtel (Seychelles) Telesonic Limited | Airtel House, Josephine Cafrine Road, Perseverance, P.O. Box 1358, Victoria, Mahe, Seychelles | Telecommunication services | Seychelles | **100** | 100 | | 79 | Airtel Mobile Commerce (Seychelles) Limited | Airtel House, Josephine Cafrine Road, Perseverance, P.O. Box 1358, Victoria, Mahe, Seychelles | Mobile commerce services | Seychelles | **77.89** | 77.89 | | 80 | Airtel Tanzania Public Limited Company | Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road and Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania | Telecommunication services | Tanzania | **51.00** | 51.00 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 31 March 2025 | 31 March 2024 | | 81 | Airtel Money Tanzania Limited | Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road and Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania | Mobile commerce services | Tanzania | **39.75** | 39.75 | | 82 | Airtel Mobile Commerce (Tanzania) Limited | Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road and Kawawa Road, Kinondoni District P.O. Box 9623, Dar es Salaam, Tanzania | Mobile commerce services | Tanzania | **77.89** | 77.89 | | 83 | The Registered Trustees of Airtel Money Trust Fund | Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road and Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania | Mobile commerce services | Tanzania | **39.75** | 39.75 | | 84 | Airtel Uganda Limited | Airtel Towers, Plot 16 –A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda | Telecommunication services | Uganda | **89.11** | 89.11 | | 85 | Airtel Telesonic Uganda Limited | Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda | Telecommunication services | Uganda | **100** | 100 | | 86 | Airtel Mobile Commerce Uganda Limited | Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda | Mobile commerce services | Uganda | **77.89** | 77.89 | | 87 | Airtel Money Trust Fund | Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda | Mobile commerce services | Uganda | **77.89** | 77.89 | | 88 | Airtel Mobile Management Services FZ-LLC | 107, First Floor, 26 Dubai Internet City, Dubai, United Arab Emirates | Support Services | United Arab Emirates | **77.89** | – | | 89 | Airtel Africa Telesonic Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Telecommunication services | United Kingdom | **100** | 100 | | 90 | Airtel Africa Telesonic Holdings Limited^{4} | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 91 | Airtel Tchad Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 92 | Airtel Congo Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 93 | Airtel DRC Telesonic Holdings (UK) | First Floor, 53/54 Grosvenor Street, London | Investment company | United Kingdom | **100** | 100 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | | Limited | W1K 3HU, United Kingdom | | | | | | 94 | Airtel Gabon Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 95 | Airtel Kenya Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 96 | Airtel Madagascar Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 97 | Airtel (M) Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 98 | Airtel Niger Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 99 | Airtel Nigeria Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 100 | Airtel Rwanda Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 101 | Airtel Seychelles Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 102 | Airtel Tanzania Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 103 | Airtel Uganda Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 104 | Airtel Zambia Telesonic Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 105 | Nxtra Africa Data Holdings Limited^{4} | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 106 | Nxtra Congo Data Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 107 | Nxtra DRC Data Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 108 | Nxtra Gabon Data Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | | 109 | Nxtra Kenya Data Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 110 | Nxtra Nigeria Data Holdings (UK) Limited | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Investment company | United Kingdom | **100** | 100 | --- | S.no | Name of subsidiary | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 111 | Airtel Africa Services (UK) Limited^{4} | First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | Support services | United Kingdom | **100** | 100 | | 112 | Airtel Networks Zambia plc | Airtel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia | Telecommunication services | Zambia | **90.00** | 96.08 | | 113 | Airtel Zambia Telesonic Limited | P.O Box 320001, Showgrounds, Lusaka, Lusaka Province, Zambia | Telecommunication services | Zambia | **100** | 100 | | 114 | Airtel Mobile Commerce Zambia Limited | Airtel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia | Mobile commerce services | Zambia | **77.89** | 77.89 | | 115 | Bharti Airtel Developers Forum Limited | Stand No. 2375, Corner of Great East/Addis Ababa Road, Lusaka, Zambia | Investment company | Zambia | **90.00** | 96.08 | 1 The class of shares is ordinary shares. 2 Under dissolution as on 31st March 2025. 3 Under removal from the register of Registrar of Companies in Mauritius. 4 Direct subsidiary of Airtel Africa plc. 5 All shares are held by Airtel Africa plc with the exception of 1 share held by Bharti Airtel Limited. ## Details of associate | S.no | Name of associate | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 1 | Seychelles Cable Systems Company Limited | Caravelle House, 3rd Floor, Victoria, Mahe, Seychelles | Submarine cable system | Seychelles | **26.00** | 26.00 | 1 Companies proportion of voting power held is same as proportion of ownership interest held. ## Details of joint venture (JV) | S.no | Name of Joint Venture | Principal place of business and registered office address | Principal activities | Country | Percentage of shareholding^{1} | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | % As of | | | | | | | | 31 March 2025 | 31 March 2024 | | 1 | Mawezi RDC S.A. | Avenue des Huileries no 7, Commune of Lingwala, Ville de Kinshasa, République Démocratique du Congo | Telecommunication Services | Democratic Republic of the Congo | **49.25** | 49.25 | 1 Companies proportion of voting power held is same as proportion of ownership interest held. --- # 34. Subsidiaries exempt from audit The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2025: | Name of subsidiary | Company number | | --- | --- | | Airtel Africa Telesonic Holdings Limited | 13664497 | | Airtel Congo Telesonic Holdings (UK) Limited | 14039687 | | Airtel DRC Telesonic Holdings (UK) Limited | 14039692 | | Airtel Gabon Telesonic Holdings (UK) Limited | 14039699 | | Airtel Kenya Telesonic Holdings (UK) Limited | 14039702 | | Airtel Madagascar Telesonic Holdings (UK) Limited | 14039757 | | Airtel (M) Telesonic Holdings (UK) Limited | 14039733 | | Airtel Niger Telesonic Holdings (UK) Limited | 14039767 | | Airtel Nigeria Telesonic Holdings (UK) Limited | 14039772 | | Airtel Rwanda Telesonic Holdings (UK) Limited | 14039787 | | Airtel Seychelles Telesonic Holdings (UK) Limited | 14039796 | | Airtel Tanzania Telesonic Holdings (UK) Limited | 14039808 | | Airtel Uganda Telesonic Holdings (UK) Limited | 14039800 | | Airtel Zambia Telesonic Holdings (UK) Limited | 14039797 | | Airtel Tchad Telesonic Holdings (UK) Limited | 14039681 | | Nxtra Africa Data Holdings Limited | 14504059 | | Nxtra Nigeria Data Holdings (UK) Limited | 14508721 | | Nxtra Kenya Data Holdings (UK) Limited | 14508724 | | Nxtra DRC Data Holdings (UK) Limited | 14508743 | | Nxtra Gabon Data Holdings (UK) Limited | 14508746 | | Nxtra Congo Data Holdings (UK) Limited | 14508775 | --- # 35. Events after the balance sheet date No material subsequent events or transactions have occurred since the date of statement of financial position except as disclosed below: - The Board recommended a final dividend of 3.90 cents per share on 7 May 2025. --- # Company only statement of financial position | | Note | As of | | | --- | --- | --- | --- | | | | 31 March 2025 $m | 31 March 2024 $m | | **Assets** | | | | | **Non-current assets** | | | | | Property, plant and equipment | | 0 | 0 | | Right of use assets | | 1 | 0 | | Investment in subsidiary undertakings | 4 | 3,533 | 3,533 | | **Financial assets** | | | | | – Investment | | 0 | – | | – Loan receivables | 5 | 304 | 126 | | – Others | | 0 | 0 | | Other non-current assets | | 0 | 0 | | | | **3,838** | **3,659** | | **Current assets** | | | | | **Financial assets** | | | | | – Cash and cash equivalents | 6 | 45 | 173 | | – Other bank balances | 6 | 65 | 267 | | – Others | | 20 | 16 | | Other current assets | | 1 | 1 | | | | **131** | **457** | | **Total assets** | | **3,969** | **4,116** | | **Liabilities** | | | | | **Current liabilities** | | | | | Financial liabilities | | | | | – Lease liabilities | | 0 | 0 | | – Trade and other payables | 7 | 28 | 48 | | Current tax liabilities | | 0 | 3 | | | | **28** | **51** | | **Net current assets** | | **103** | **406** | | **Non-current liabilities** | | | | | Financial liabilities | | | | | – Lease liabilities | | 1 | – | | – Others | | – | 0 | | | | **1** | **0** | | **Total liabilities** | | **29** | **51** | | **Net assets** | | **3,940** | **4,065** | | **Equity** | | | | | – Share capital | 8 | 1,835 | 1,875 | | – Reserves and surplus^{1} | | 2,105 | 2,190 | --- | | | As of | | | --- | --- | --- | --- | | | Note | 31 March 2025 $m | 31 March 2024 $m | | **Total equity** | | **3,940** | **4,065** | 1 The profit for the financial year dealt with in the financial statements of the company is $201m (March 2024: profit of $219m). The company only financial statements of Airtel Africa plc (company registration number: 11462215) were approved by the Board of directors and authorised for issue on 7 May 2025 and were signed on its behalf by: For and on behalf of the Board of Airtel Africa plc **Sunil Taldar** Chief executive officer 7 May 2025 --- # Company only statements of changes in equity | | Share capital | | Reserves and surplus | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of shares | Amount $m | Retained earnings $m | Shared-based payment reserve $m | Capital redemption reserve $m | Others^{3} $m | Total $m | Total equity $m | | **As of 1 April 2023** | 6,839,896,081 | 3,420 | 689 | 2 | – | (5) | 686 | 4,106 | | Profit for the year | – | – | 219 | – | – | – | 219 | 219 | | **Total comprehensive income** | – | – | 219 | – | – | – | 219 | 219 | | Employee share-based payment reserve | – | – | (1) | 2 | – | – | 1 | 1 | | Purchase of own shares (net) | – | – | – | – | – | 1 | 1 | 1 | | Cancellation of deferred shares | (3,081,744,577) | (1,541) | 1,541 | – | – | – | 1,541 | – | | Ordinary shares buy-back programme^{1} | (7,389,855) | (4) | (9) | – | 4 | (41) | (46) | (50) | | Dividend to owners to the company^{2} | – | – | (212) | – | – | – | (212) | (212) | | **As of 31 March 2024** | 3,750,761,649 | 1,875 | 2,227 | 4 | 4 | (45) | 2,190 | 4,065 | | Profit for the year | – | – | **201** | – | – | – | **201** | **201** | | **Total comprehensive income** | – | – | **201** | – | – | – | **201** | **201** | | Employee share-based payment reserve | – | – | (4) | (1) | – | – | (5) | (5) | | Purchase of own shares (net) | – | – | – | – | – | 8 | 8 | 8 | | Ordinary shares buy-back programme^{1} | (80,231,773) | (40) | (120) | – | 40 | 20 | (60) | (100) | | Dividend to owners to the company^{2} | – | – | (229) | – | – | – | (229) | (229) | | **As of 31 March 2025** | **3,670,529,876** | **1,835** | **2,075** | **3** | **44** | **(17)** | **2,105** | **3,940** | --- | Share capital | | Reserves and surplus | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | Number of shares | Amount $m | Retained earnings $m | Shared-based payment reserve $m | Capital redemption reserve $m | Others^{3} $m | Total $m | Total equity $m | 1 Refer to note 5(d) of consolidated financial statements. 2 Refer to note 5(a) of consolidated financial statements. 3 Includes share stabilisation reserve, treasury shares and other reserves. --- # 1. Summary of significant accounting policies ## Basis of preparation The company only financial statements are presented as required by the Companies Act 2006. The company meets the definition of a qualifying entity under FRS 100 'Application of Financial Reporting Requirements' issued by the FRC. Accordingly, the company has prepared financial statements as per FRS 101 'Reduced Disclosure Framework'. Airtel Africa plc is the parent of the smallest group for which consolidated financial 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 financial statements are publicly available and can be obtained at www.airtel.in. All the amounts included in the Company only financial statements are reported in United States dollars (the functional currency of the company), with all values rounded to the nearest millions (USD millions) except when otherwise indicated. Further, amounts which are less than half a million are appearing as '0'. As permitted by Section 408(3) of the Companies Act 2006, no profit and loss account of the company is presented. 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 effects of new but not yet effective 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; and - Paragraphs 45(b) and 46 to 52 of IFRS 2, "Shared-based payment" (details of the number and weighted-average exercise prices of share options). Where required, equivalent disclosures are given in the consolidated financial statements. The company financial statements have been prepared on a going concern and historical cost basis. The principal accounting policies adopted are the same as those set out in note 2 of the consolidated financial statements except the following additional policies which are relevant to the company only financial statements: - Investment in subsidiary undertakings are accounted for at cost. - Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow 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 differ 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 affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. There were no critical accounting judgments and estimates that would have a significant effect on the amount recognised in the company financial statements. --- ### 3. Employee expenses The average monthly number of employees during the year was two (March 2024: two). | | For the year ended | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Salaries | 1 | 1 | | Bonuses | 0 | 0 | | Others | 0 | 0 | | | 1 | 1 | --- ## 4. Investment in subsidiary undertakings | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | **Cost** | | | | Opening balance | **3,533** | 3,533 | | Additions | – | 0 | | **Carrying cost at 31 March** | **3,533** | 3,533 | | Bharti Airtel International (Netherlands) B.V. | **3,533** | 3,533 | | Airtel International LLP | **0** | 0 | | Airtel Africa services (UK) Limited | **0** | 0 | | Airtel Africa Telesonic Holdings Limited | **0** | 0 | | Nxtra Africa Data Holdings Limited | **0** | 0 | For details of subsidiary undertakings, refer to note 33 of consolidated financial statements. --- ## 5. Loan receivables | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Opening balance | **126** | 311 | | Additions | **565** | 177 | | Repayment | **(387)** | (362) | | **Balance at 31 March** | **304** | 126 | | Bharti Airtel International (Netherlands) B.V.^{1} | **114** | 4 | | Airtel Africa services (UK) Limited^{2} | **165** | 122 | | Airtel Africa Telesonic Holdings Limited^{3} | **25** | 0 | | Nxtra Africa Data Holdings Limited^{4} | **0** | – | --- **As of** | **31 March** | 31 March | | --- | --- | | **2025** | 2024 | | **$m** | $m | 1 The loan is unsecured, bears interest at the rate of three months SOFR+ 2.25% per annum with a maturity date of 25 March 2027. The credit facility is denominated in US$. 2 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$. 3 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$. 4 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$. --- ## 6. Cash and bank balances ### Cash and cash equivalents | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Cash at bank in current accounts | **45** | 4 | | Bank deposits with original maturity of three months or less | **–** | 169 | | | **45** | 173 | ### Other bank balances | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Term deposits with banks with original maturity of more than three months but less than twelve months | **65** | 267 | | | **65** | 267 | --- ## 7. Trade and other payables ### Trade payables | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Legal and professional expenses payable | **2** | 2 | | Employees bonuses payable | **0** | 1 | | Dividend payable | **0** | 0 | | | **2** | 3 | ### Other payables | | As of | | | --- | --- | --- | | | 31 March 2025 $m | 31 March 2024 $m | | Ordinary shares buy-back programme^{1} | **21** | 41 | | Administrative and other payable | **5** | 4 | | | **26** | 45 | | | **28** | 48 | --- | As of | | | --- | --- | | 31 March | 31 March | | 2025 | 2024 | | $m | $m | 1 Refer to note 5(d) of consolidated financial statements. --- # 8. Share capital Refer to note 25 of consolidated financial statements. --- # 9. Related party disclosure Refer to note 30 of consolidated financial statements. --- # 10. Guarantees Guarantees outstanding as of 31 March 2025 and 31 March 2024 amounting to $152m and $145m, respectively, have been issued for external loans taken by the Group's subsidiaries. --- # 11. Events after the balance sheet date There are no subsequent events other than disclosed in note 35 to the consolidated financial statements. --- # Other informatic ![img-130.jpeg](img-130.jpeg) ![img-131.jpeg](img-131.jpeg) ![img-132.jpeg](img-132.jpeg) --- # Alternative performance measures ## Introduction In the reporting of financial information, the directors have adopted various APMs. These measures are not defined by International Financial Reporting Standards (IFRS) and therefore may not be directly comparable with other companies APMs, including those in the Group's industry. APMs should be considered in addition to, and are not intended to be a substitute for, or superior 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 to enhance the comparability of information between reporting periods and geographical units (such as like-for-like sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group's performance. Consequently, APMs are used by the directors and management for performance analysis, planning, reporting and incentive-setting purposes. The directors believe the following metrics to be the APMs used by the Group to help evaluate growth trends, establish budgets and assess operational performance and efficiencies. These measures provide an enhanced understanding of the Group's results and related trends, therefore increasing transparency and clarity into the core results of the business. During the year, the Group has amended their basis of classification of foreign exchange gains or losses which is disclosed as exceptional. While this amendment does not change the existing APM, it has been made to ensure that only significant foreign exchange movements are classified as exceptional which will better align with current foreign exchange movements in the market. This change has been applied prospectively but had it been applied in the year ended 31 March 2024, an additional $282m of derivative and foreign exchange losses relating to Nigeria and other OPCOs would have been classified as exceptional in the prior period. The only APMs impacted by the classification of foreign exchange movements as exceptional include underlying profit/(loss) before tax, effective tax rate, underlying profit/(loss) after tax, earnings per share before exceptional items and earnings per share before exceptional items and derivative and foreign exchange losses. ## Changes in APM During the current period, the Group has included 'Lease-adjusted leverage' as an additional APM which reduces the volatility in the leverage ratio associated with lease accounting under IFRS16, improves comparability between periods and reflects the leverage based on the Group's financial market debt position. The following metrics are useful in evaluating the Group's operating performance: | APM | Closest equivalent IFRS measure | Adjustments to reconcile to IFRS measure | Definition and purpose | | --- | --- | --- | --- | | Underlying EBITDA^{1} and margin | Operating profit | - Depreciation and amortisation - Exceptional items impacting operating profit/(loss), if any. | The Group defines underlying EBITDA as operating profit/(loss) for the period before depreciation and amortisation and adjusted for exceptional items impacting operating profit/(loss), if any. The Group defines underlying EBITDA margin as underlying EBITDA divided by revenue. | --- | APM | Closest equivalent IFRS measure | Adjustments to reconcile to IFRS measure | Definition and purpose | | --- | --- | --- | --- | | | | | Underlying EBITDA and margin are measures used by the directors to assess the trading performance of the business and are therefore the measure of segment profit that the Group presents under IFRS. Underlying EBITDA and margin are also presented on a consolidated basis because the directors believe it is important to consider profitability on a basis consistent with that of the Group's operating segments. When presented on a consolidated basis, underlying EBITDA and margin are APMs. Depreciation and amortisation is a non-cash item which fluctuates depending on the timing of capital investment and useful economic life. Directors believe that a measure which removes this volatility improves comparability of the Group's results period on period and hence is adjusted to arrive at underlying EBITDA and margin. Exceptional items are additional specific items that because of their size, nature or incidence in the results, are considered to hinder comparison of the Group's performance on a period-to-period basis and could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted to arrive at underlying EBITDA and margin. | | Underlying profit / (loss) before tax | Profit / (loss) before tax | - Exceptional items | The Group defines underlying profit/(loss) before tax as profit/(loss) before tax adjusted for exceptional items. The directors view underlying profit/(loss) before tax to be a meaningful measure to analyse the Group's profitability. | | Effective tax rate | Reported tax rate | - Exceptional items - Foreign exchange rate movements - One-off tax impact of prior period, tax litigation settlement and impact of tax on permanent differences | The Group defines effective tax rate as reported tax rate (reported tax charge divided by reported profit before tax) adjusted for exceptional items, foreign exchange rate movements and one-off tax items of prior period adjustment, tax settlements and impact of permanent differences on tax. This provides an indication of the current on-going tax rate across the Group. Foreign exchange rate movements are specific items that are non-tax deductible in a few of the entities which are loss making and/or where DTA is not yet triggered and hence are considered to hinder comparison of the Group's effective tax rate on a period-to-period basis and therefore excluded to arrive at effective tax rate. One-off tax impact on account of prior period adjustment, any tax litigation settlement and tax impact on permanent differences are additional specific items that because of their size and frequency in the results, are considered to hinder comparison of the Group's effective tax rate on a period-to-period basis. | | Underlying profit/(loss) after tax | Profit/(loss) for the period | - Exceptional items | The Group defines underlying profit/(loss) after tax as profit/(loss) for the period adjusted for exceptional items. The directors view underlying profit/(loss) after tax to be a meaningful measure to analyse the Group's profitability. | | Earnings per share before exceptional items | EPS | - Exceptional items | The Group defines earnings per share before exceptional items as profit/(loss) for the period before exceptional items attributable to owners of the company divided by the weighted average number of ordinary shares in issue during the financial period. This measure reflects the earnings per share before exceptional items for each share unit of the company. | --- | APM | Closest equivalent IFRS measure | Adjustments to reconcile to IFRS measure | Definition and purpose | | --- | --- | --- | --- | | Earnings per share before exceptional items and derivative and foreign exchange losses | EPS | - Exceptional items - Derivative and foreign exchange losses | The Group defines earnings per share before exceptional items and derivative and foreign exchange losses as profit/(loss) for the period before exceptional items and derivative and foreign exchange losses (net of tax) attributable to owners of the company divided by the weighted average number of ordinary shares in issue during the financial period. This measure reflects the earnings per share before exceptional items and derivative and foreign exchange losses for each share unit of the company. Derivative and foreign exchange losses are due to revaluation of US dollar balance sheet liabilities and derivatives as a result of currency devaluation. | | Operating free cash flow | Cash generated from operating activities | - Income tax paid - Changes in working capital - Other non-cash items - Non-operating income - Exceptional items - Capital expenditures | The Group defines operating free cash flow as net cash generated from operating activities before income tax paid, changes in working capital, other non-cash items, non-operating income, exceptional items, and after capital expenditures. The Group views operating free cash flow as a key liquidity measure, as it indicates the cash available to pay dividends, repay debt or make further investments in the Group. | | Net debt and leverage ratio | - Borrowings - Operating profit | - Lease liabilities - Cash and cash equivalent - Term deposits with banks - Deposits given against borrowings/non-derivative financial instruments - Fair value hedges | The Group defines net debt as borrowings including lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative financial instruments, processing costs related to borrowings and fair value hedge adjustments. The Group defines leverage ratio as net debt divided by underlying EBITDA for the preceding 12 months. The directors view net debt and the leverage ratio to be meaningful measures to monitor the Group's ability to cover its debt through its earnings. | | Lease-adjusted leverage | - Borrowings - Operating profit | - Cash and cash equivalent - Term deposits with banks - Deposits given against borrowings/non-derivative financial instruments - Fair value hedges - Depreciation and amortisation - Exceptional items impacting operating profit/(loss), if any | The Group defines lease-adjusted leverage ratio as Lease-adjusted net debt divided by Lease-adjusted underlying EBITDA (EBITDAaL) for the preceding 12 months, where: - Lease-adjusted net debt is defined as borrowings excluding lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative financial instruments, processing costs related to borrowings and fair value hedge adjustments. - Lease-adjusted underlying EBITDA is defined as operating profit/(loss) for the period before depreciation and amortisation adjusted for exceptional items impacting operating profit/(loss), if any, less principal repayments due on right-of-use assets during the period and interest on lease liabilities Lease-adjusted leverage is a prominent metric used by debt rating agencies and the capital markets. This APM reduces the volatility in the leverage ratio associated with lease accounting under IFRS16, | --- | APM | Closest equivalent IFRS measure | Adjustments to reconcile to IFRS measure | Definition and purpose | | --- | --- | --- | --- | | | | - Principal repayments due on right-of-use assets - Interest on lease liabilities | improves comparability between periods and reflects the Group's financial market debt position. Accordingly, the Directors view lease adjusted leverage as a meaningful measure to analyse the Group's performance. | | Return on capital employed | No direct equivalent | - Exceptional items to arrive at EBIT | The Group defines return on capital employed ('ROCE') as EBIT divided by average capital employed. The directors view ROCE as a financial ratio that measures the Group's profitability and the efficiency with which its capital is being utilised. The Group defines EBIT as operating profit/(loss) for the period. Capital employed is defined as sum of equity attributable to owners of the company (grossed up for put option provided to minority shareholders to provide them liquidity as part of the sale agreements executed with them during year ended 31 March 2022), non-controlling interests and net debt. Average capital employed is average of capital employed at the closing and beginning of the relevant period. For quarterly computations, ROCE is calculated by dividing EBIT for the preceding 12 months by the average capital employed (being the average of the capital employed averages for the preceding four quarters). | 1 Underlying EBITDA was not disclosed in prior year (FY24) given that there were no exceptional items impacting operating profit/(loss), therefore, EBITDA was equal to underlying EBITDA. Thus, underlying EBITDA is not a new APM in the current year. --- Some of the Group's IFRS measures and APMs are translated at constant currency exchange rates to measure the organic performance of the Group. In determining the percentage change in constant currency terms, both current and previous financial reporting periods results have been converted using exchange rates prevailing as on 31 March 2024 for all countries. Reported currency percentage change is derived based on the average actual periodic exchange rates for that financial period. Variances between constant currency and reported currency percentages are due to exchange rate movements between the previous financial reporting period and the current period. The constant currency numbers only reflect the retranslation of reported numbers into exchange rates as of 31 March 2024 and are not intended to represent the wider impact that currency changes have on the business. ## Reconciliation between GAAP and Alternative Performance Measures Table A: Underlying EBITDA and margin | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Operating profit** | $m | **1,457** | 1,640 | | **Add:** | | | | | Depreciation and amortisation | $m | **831** | 788 | | Operating exceptional items | $m | **16** | – | | **Underlying EBITDA** | $m | **2,304** | 2,428 | | **Revenue** | $m | **4,955** | 4,979 | | **Underlying EBITDA margin (%)** | % | **46.5%** | 48.8% | Table B: Underlying profit/(loss) before tax | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Profit/(loss) before tax** | $m | **661** | (63) | | Exceptional items | $m | **103** | 807 | | **Underlying profit before tax** | $m | **764** | 744 | Table C: Effective tax rate | Description | Unit of measure | Year ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | March 2025 | | | March 2024 | | | | | | Profit before taxation | Income tax expense | Tax rate % | Profit before taxation | Income tax expense | Tax rate % | | **Reported effective tax rate (after EI)** | $m | **661** | **333** | **50.3%** | (63) | 26 | (41.1%) | | Exceptional items (provided below) | $m | **103** | **30** | | 807 | 258 | | --- | Description | Unit of measure | Year ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | March 2025 | | | March 2024 | | | | | | Profit before taxation | Income tax expense | Tax rate % | Profit before taxation | Income tax expense | Tax rate % | | **Reported effective tax rate (before EI)** | $m | **764** | **363** | **47.5%** | 744 | 284 | 38.3% | | Adjusted for: | | | | | | | | | Foreign exchange rate movement for loss making entity and/or non-DTA operating companies & holding companies | $m | **35** | **–** | | 57 | – | | | One-off adjustment and tax on permanent differences | $m | **(8)** | **(39)** | | – | 24 | | | **Effective tax rate** | $m | **791** | **324** | **41.0%** | 801 | 308 | 38.4% | | **Exceptional items** | | | | | | | | | 1. Derivative and foreign exchange losses | $m | **87** | **30** | | 807 | 258^{a} | | | 2. Provision for expected settlement of a contractual dispute | $m | **16^{b}** | **–** | | – | – | | | **Total** | $m | **103** | **30** | | 807 | 258 | | a $258m exceptional tax gain in full year period ended 31 March 2024 is tax gain corresponding to $807m derivative and foreign exchange losses following Nigerian naira and Malawian kwacha devaluation. b $16m exceptional items related to provision for expected settlement of a legal dispute in a former Group subsidiary. --- Table D: Underlying profit/(loss) after tax | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Profit/(loss) after tax** | $m | **328** | (89) | | Operating exceptional items | $m | **16** | – | | Finance cost – exceptional items | $m | **87** | 807 | | Tax exceptional items | $m | **(30)** | (258) | | **Underlying profit after tax** | $m | **401** | 460 | Table E: Earnings per share before exceptional items | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Profit/(loss) for the period attributable to owners of the company** | $m | **220** | (165) | | Operating exceptional items | $m | **16** | – | | Finance cost – exceptional items | $m | **87** | 807 | | Tax exceptional items | $m | **(30)** | (258) | | Non-controlling interest exceptional items | $m | **9** | (4) | | **Profit for the period attributable to owners of the company – before exceptional items** | $m | **302** | 380 | | Weighted average ordinary shares outstanding | Million | **3,703** | 3,751 | | **Earnings per share before exceptional items** | Cents | **8.2** | 10.1 | Table F: Earnings per share before exceptional items and derivative and foreign exchange losses | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Profit/(loss) for the period attributable to owners of the company** | $m | **220** | (165) | | Operating exceptional items | $m | **16** | – | | Finance cost – exceptional items | $m | **87** | 807 | | Tax exceptional items | $m | **(30)** | (258) | | Non-controlling interest exceptional items | $m | **9** | (4) | | **Profit for the period attributable to owners of the company- before exceptional items** | $m | **302** | 380 | | Derivative and foreign exchange losses (excluding exceptional items) | $m | **92** | 452 | | Tax on derivative and foreign exchange losses (excluding exceptional items) | $m | **(18)** | (130) | | Non-controlling interest on derivative and foreign exchange losses (excluding exceptional items) – net of tax | $m | **(15)** | (17) | | **Profit for the period attributable to owners of the company – before exceptional items and derivative and foreign exchange losses** | $m | **361** | 685 | | Weighted average ordinary shares outstanding | Million | **3,703** | 3,751 | --- | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Earnings per share before exceptional items and derivative and foreign exchange losses** | Cents | **9.8** | 18.3 | --- Table G: Operating free cash flow | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Net cash generated from operating activities** | $m | **2,266** | 2,259 | | Add: Income tax paid | $m | **323** | 344 | | **Net cash generation from operation before tax** | $m | **2,589** | 2,603 | | **Less: Changes in working capital** | | | | | Increase in trade receivables | $m | **30** | 79 | | (Decrease)/Increase in inventories | $m | **(1)** | 16 | | Increase in trade payables | $m | **(69)** | (56) | | Increase in mobile money wallet balance | $m | **(218)** | (207) | | Increase in provisions | $m | **(38)** | (3) | | Increase in deferred revenue | $m | **(15)** | (21) | | Increase in other financial and non-financial liabilities | $m | **(27)** | (76) | | Increase in other financial and non-financial assets | $m | **51** | 93 | | **Operating cash flow before changes in working capital** | $m | **2,302** | 2,428 | | Other non-cash adjustments | $m | **(14)** | – | | Operating exceptional items | $m | **16** | – | | **Underlying EBITDA** | $m | **2,304** | 2,428 | | Less: Capital expenditure | $m | **(670)** | (737) | | **Operating free cash flow** | $m | **1,634** | 1,691 | Table H1: Net debt and leverage | Description | Unit of measure | As at March 2025 | As at March 2024 | | --- | --- | --- | --- | | Non-current borrowing | $m | **1,226** | 947 | | Current borrowing | $m | **1,095** | 1,426 | | Add: Processing costs related to borrowings | $m | **9** | 8 | | Less: Fair value hedge adjustment | $m | **–** | (1) | | Less: Cash and cash equivalents | $m | **(552)** | (620) | | Less: Term deposits with banks | $m | **(76)** | (344) | | Add: Lease liabilities | $m | **3,661** | 2,089 | | **Net debt** | $m | **5,363** | 3,505 | | **Underlying EBITDA** | $m | **2,304** | 2,428 | | **Leverage** | times | **2.3x** | 1.4x | --- Table H2: Lease adjusted Net debt and leverage | Description | Unit of measure | As at March 2025 | As at March 2024 | | --- | --- | --- | --- | | Non-current borrowing | $m | **1,226** | 947 | | Current borrowing | $m | **1,095** | 1,426 | | Add: Processing costs related to borrowings | $m | **9** | 8 | | Less: Fair value hedge adjustment | $m | **–** | (1) | | Less: Cash and cash equivalents | $m | **(552)** | (620) | | Less: Term deposits with banks | $m | **(76)** | (344) | | Add: Lease liabilities | $m | **3,661** | 2,089 | | **Net debt** | $m | **5,363** | 3,505 | | Less: Lease liabilities | $m | **3,661** | 2,089 | | **Lease adjusted net debt** | $m | **1,702** | 1,416 | | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Operating profit** | $m | **1,457** | 1,640 | | **Add:** | | | | | Depreciation and amortisation | $m | **831** | 788 | | Operating exceptional items | $m | **16** | – | | **Underlying EBITDA** | $m | **2,304** | 2,428 | | Less: Interest on lease liabilities | $m | **319** | 195 | | Less: Repayment of lease liabilities* | $m | **219** | 303 | | **Total lease repayments** | $m | **538** | 498 | | **Lease-adjusted underlying EBITDA (EBITDAaL)** | $m | **1,766** | 1,930 | --- | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | * Repayment of lease liabilities in the above table is inclusive of net lease payables movement of ($3m) in the current period and ($21m) in the prior period. | Description | Unit of measure | As at March 2025 | As at March 2024 | | --- | --- | --- | --- | | **Lease adjusted underlying EBITDA (EBITDAaL)** | $m | **1,766** | 1,930 | | **Lease adjusted Leverage** | times | **1.0x** | 0.7x | Table I: Return on capital employed | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | | **Operating profit** | $m | **1,457** | 1,640 | | Less: | | | | | Operating exceptional items | $m | **16** | – | | **Underlying operating profit** | $m | **1,473** | 1,640 | | Equity attributable to owners of the Company | $m | **2,486** | 2,160 | | Add: Put option given to minority shareholders | $m | **542** | 552 | | **Gross equity attributable to owners of the Company** | $m | **3,028** | 2,712 | | Non-controlling interests (NCI) | $m | **289** | 140 | | Net debt (refer Table H1) | $m | **5,363** | 3,505 | | **Capital employed** | $m | **8,680** | 6,357 | | **Average capital employed^{1}** | $m | **7,518** | 7,130 | | **Return on capital employed** | % | **19.6%** | 23.0% | --- | Description | Unit of measure | Year ended | | | --- | --- | --- | --- | | | | March 2025 | March 2024 | 1 Average capital employed is calculated as average of capital employed at closing and opening of relevant period. --- # Forward-looking statements This document contains certain forward-looking statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates. These statements are often, but not always, made through the use of 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 is believed that the expectations reflected in this document are reasonable, but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual future financial condition, performance and results to differ materially from the plans, goals, expectations and results expressed in the forward-looking statements and other financial and/or statistical data within this communication. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; changes in domestic or international tax laws and rates; adverse litigation and dispute outcomes and the effect of such outcomes on Airtel Africa’s financial condition; changes or differences in domestic or international economic or political conditions; the ability to obtain price increases and the impact of price increases on consumer affordability thresholds; adverse decisions by domestic or international regulatory bodies; the impact of market size reduction and consumer down-trading; translational and transactional foreign exchange rate exposure; the impact of serious injury, illness or death in the workplace; the ability to maintain credit ratings; the ability to develop, produce or market new alternative products and to do so profitably; the ability to effectively implement strategic initiatives and actions taken to increase sales growth; the ability to enhance cash generation and pay dividends and changes in the market position, businesses, financial condition, results of operations or prospects of Airtel Africa. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements contained in this document reflect the knowledge and information available to Airtel Africa at the date of preparation of this document and Airtel Africa undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements. No statement in this communication is intended to be, nor should be construed as, a profit forecast or a profit estimate and no statement in this communication should be interpreted to mean that earnings per share of Airtel Africa plc for the current or any future financial periods would necessarily match, exceed or be lower than the historical published earnings per share of Airtel Africa plc. --- Financial data included in this document are presented in US dollars rounded to the nearest million. Therefore, discrepancies in the tables between totals and the sums of the amounts listed may occur due to such rounding. The percentages included in the tables throughout the document are based on numbers calculated to the nearest $1,000 and therefore minor rounding differences may result in the tables. Growth metrics are provided on a constant currency basis unless otherwise stated. The Group has presented certain financial information on a constant currency basis. This is calculated by translating the results for the current financial year and prior financial year at a fixed 'constant currency' exchange rate, which is done to measure the organic performance of the Group. Growth rates for our reporting regions and service segments are provided in constant currency as this better represents the performance of the business. --- # Glossary ## Company-related | **4G data customer** | A customer having a 4G handset and who has used at least 1 MB on any of the Group's GPRS, 3G and 4G network in the last 30 days. | | --- | --- | | **Airtel Money (mobile money)** | Airtel Money is the brand name for Airtel Africa's mobile money products and services. The term is used interchangeably with 'mobile money' when referring to our mobile money business, finance, operations and activities. | | **Airtel Money ARPU** | Mobile money average revenue per user per month. This is derived by dividing total mobile money revenue during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period. | | **Airtel Money customer base** | Total number of active subscribers who have enacted any mobile money usage event in last 30 days. | | **Airtel Money customer penetration** | The proportion of total Airtel Africa active mobile customers who use mobile money services. Calculated by dividing the mobile money customer base by the Group's total customer base. | | **Airtel Money transaction value** | Any financial transaction performed on Airtel Africa's mobile money platform. | | **Airtel Money transaction value per customer per month** | Calculated by dividing the total mobile money transaction value on the Group's mobile money platform during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period. | | **Airtime credit service** | A value-added service where the customer can take an airtime credit and continue to use our voice and data services, with the credit recovered through subsequent customer recharge. This is classified as a Mobile Services product (not a Mobile Money product). | | **ARPU** | Average revenue per user per month. This is derived by dividing total revenue during the relevant period by the average number of customers during the period and dividing the result by the number of months in the relevant period. | | **Average customers** | The average number of active customers for a period. Derived from the monthly averages during the relevant period. Monthly averages are calculated using the number of active customers at the beginning and the end of each month. | | **Capital expenditure** | An alternative performance measure (non-GAAP). Defined as investment in gross fixed assets (both tangible and intangible but excluding spectrum and licences) plus capital work in progress (CWIP), excluding provisions on CWIP for the period. | | **Constant currency** | The Group has presented certain financial information that is calculated by translating the results at a fixed 'constant currency' exchange rate, which is done to measure the organic performance of the Group and represents the performance of the business in a better way. Constant currency amounts and growth rates are calculated using closing exchange rates as of 31 March 2024 for all reporting regions and service segments. | | **Customer** | Defined as a unique active subscriber with a unique mobile telephone number who has used any of Airtel's services in the last 30 days. | | **Customer base** | The total number of active subscribers that have used any of our services (voice calls, SMS, data usage or mobile money transaction) in the last 30 days. | --- # **Company-related** | **Data ARPU** | Data average revenue per user per month. Data ARPU is derived by dividing total data revenue during the relevant period by the average number of data customers and dividing the result by the number of months in the relevant period. | | --- | --- | | **Data customer base** | The total number of subscribers who have consumed at least 1 MB on the Group's GPRS, 3G or 4G network in the last 30 days. | | **Data customer penetration** | The proportion of customers using data services. Calculated by dividing the data customer base by the total customer base. | | **Data usage per customer per month** | Calculated by dividing the total MBs consumed on the Group's network during the relevant period by the average data customer base over the same period and dividing the result by the number of months in the relevant period. | | **Digitalisation** | We use the term digitalisation in its broadest sense to encompass both digitisation actions and processes that convert analogue information into a digital form and thereby bring customers into the digital environment, and the broader digitalisation processes of controlling, connecting and planning processes digitally; the processes that effect digital transformation of our business, and of industry, economics and society as a whole through bringing about new business models, socio-economic structures and organisational patterns. | | **Diluted earnings per share** | Diluted EPS is calculated by adjusting the profit for the year attributable to the shareholders and the weighted average number of shares considered for deriving basic EPS, for the effects of all 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 actually been 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. | | **Earnings per share (EPS)** | EPS is calculated by dividing the profit for the period attributable to the owners of the company by the weighted average number of ordinary shares outstanding during the period. | | **Foreign exchange rate movements for non-DTA operating companies and holding companies** | Foreign exchange rate movements are specific items that are non-tax deductible in a few of our operating entities, hence these hinder a like-for-like comparison of the Group's effective tax rate on a period-to-period basis and are therefore excluded when calculating the effective tax rate. | | **Indefeasible Rights of Use (IRU)** | A standard long-term leasehold contractual agreement that confers upon the holder the exclusive right to use a portion of the capacity of a fibre route for a stated period. | | **Information and communication technologies (ICT)** | ICT refers to all communication technologies, including the internet, wireless networks, cell phones, computers, software, middleware, videoconferencing, social networking, and other media applications and services. | --- # **Company-related** | **Interconnect usage charges (IUC)** | Interconnect usage charges are the charges paid to the telecom operator on whose network a call is terminated. | | --- | --- | | **Lease liability** | Lease liability represents the present value of future lease payment obligations. | | **Leverage** | An alternative performance measure (non-GAAP). Leverage (or leverage ratio) is calculated by dividing net debt at the end of the relevant period by the underlying EBITDA for the preceding 12 months. | | **Market Debt** | Market debt is defined as Borrowings from Banks or Financial Institutions and debt capital market issuances in the form of Bonds. | | **Minutes of usage** | Minutes of usage refer to the duration in minutes for which customers use the Group's network for making and receiving voice calls. It includes all incoming and outgoing call minutes, including roaming calls. | | **Mobile services** | Mobile services are our core telecom services, mainly voice and data services, but also including revenue from tower operation services provided by the Group and excluding mobile money services. | | **Net debt** | An alternative performance measure (non-GAAP). The Group defines net debt as borrowings including lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. | | **Net debt to underlying EBITDA (LTM)** | An alternative performance measure (non-GAAP) Calculated by dividing net debt as at the end of the relevant period by underlying EBITDA for the preceding 12 months (from the end of the relevant period). This is also referred to as the leverage ratio. | | **Lease-adjusted Net Debt** | An alternative performance measure (non-GAAP). The Group defines Lease-adjusted net debt as borrowings excluding lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments. | | **Lease adjusted leverage (LTM)** | An alternative performance measure (non-GAAP) Calculated by dividing Lease-adjusted net debt as at the end of the relevant period by Lease-adjusted underlying EBITDA (EBITDAaL) for the preceding 12 months (from the end of the relevant period). | | **Net monetary gain relating to hyperinflationary accounting** | Net monetary gain relating to hyperinflationary accounting is computed as difference resulting from the restatement of non-monetary net assets, equity and items in the statement of comprehensive income due to application of IAS 29 hyperinflationary accounting. | | **Network towers or 'sites'** | Physical network infrastructure comprising a base transmission system (BTS) which holds the radio transceivers (TRXs) that define a cell and coordinates the radio link protocols with the mobile device. It includes all ground-based, roof top and in-building solutions. | | **Operating company (OpCo)** | Operating company (or OpCo) is a defined corporate business unit, providing telecoms services and mobile money services in the Group's footprint. | | **Operating free cash flow** | An alternative performance measure (non-GAAP). Calculated by subtracting capital expenditure from underlying EBITDA. | | **Operating profit** | Operating profit is a GAAP measure of profitability. 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, site sharing and handset sale revenue. | | **Reported currency** | Our reported currency is US dollars. Accordingly, actual periodic exchange rates are used to translate the local currency financial statements of OpCos into US dollars. Under reported currency the assets and liabilities are translated into US dollars at the exchange rates prevailing at the reporting | --- # **Company-related** | | date whereas the statements of profit and loss are translated into US dollars at monthly average exchange rates. | | --- | --- | | **Smartphone** | A smartphone is defined as a mobile phone with an interactive touch screen that allows the user to access the internet and additional data applications, providing additional functionality to that of a basic feature phone which is used only for making voice calls and sending and receiving text messages. | | **Smartphone penetration** | Calculated by dividing the number of smartphone devices in use by the total number of customers. | | **Total MBs on network** | Includes total MBs consumed (uploaded and downloaded) on the network during the relevant period. | | **EBIT** | Defined as operating profit/(loss) for the period adjusted for exceptional items. | | **Underlying EBITDA** | An alternative performance measure (non-GAAP). Defined as operating profit before depreciation, amortisation and exceptional items. | | **Underlying EBITDA margin** | An alternative performance measure (non-GAAP). Calculated by dividing underlying EBITDA for the relevant period by revenue for the relevant period. | | **Lease-adjusted underlying EBITDA (EBITDAaL)** | An alternative performance measure (non-GAAP). Defined as operating profit before depreciation, amortisation and exceptional items, interest on lease liabilities and repayment of lease liabilities due during the relevant period | | **Unstructured Supplementary Service Data** | Unstructured Supplementary Service Data (USSD), also known as 'quick codes' or 'feature codes', is a communications protocol for GSM mobile operators, similar to SMS messaging. It has a variety of uses such as WAP browsing, prepaid callback services, mobile-money services, location-based content services, menu-based information services, and for configuring phones on the network. | | **Voice minutes of usage per customer per month** | Calculated by dividing the total number of voice minutes of usage on the Group's network during the relevant period by the average number of customers and dividing the result by the number of months in the relevant period. | | **Weighted average number of shares** | The weighted average number of shares is calculated by multiplying the number of outstanding shares by the portion of the reporting period those shares covered, doing this for each portion and then summing the total. | ## Technical and industry terms | **2G** | Second-generation mobile technology | | --- | --- | | **3G** | Third-generation mobile technology | | **4G** | Fourth-generation mobile technology | | **5G** | Fifth-generation mobile technology | | **ARPU** | Average revenue per user | | **bn** | Billion | | **bps** | Basis points | | **CAGR** | Compound annual growth rate | | **Capex** | Capital expenditure | | **CBN** | Central Bank of Nigeria | | **CSR** | Corporate social responsibility | --- | **DTA** | Deferred Tax Asset | | --- | --- | | **EBIT** | Earnings before interest and tax | | **EBITDA** | Earnings before interest, tax, depreciation and amortisation | | **EBITDAaL** | Earnings before interest, tax, depreciation and amortisation after lease payments | | **EPS** | Earnings per share | | **FPPP** | Financial position and prospects procedures | | **GAAP** | Generally accepted accounting principles | | **GB** | Gigabyte | | **HoldCo** | Holding company | | **IAS** | International accounting standards | | **ICT** | Information and communication technologies | | **ICT (Hub)** | Information communication technology (Hub) IFRS | | **IFRS** | International financial reporting standards | | **IMF** | International monetary fund | | **IPO** | Initial public offering | | **KPIs** | Key performance indicators | | **KYC** | Know your customer | | **LTE** | Long-term evolution (4G technology) | | **LTM** | Last 12 months | | **m** | Million | | **MB** | Megabyte | | **MI** | Minority interest (non-controlling interest) | | **NGO** | Non-governmental organisation | | **OpCo** | Operating company | | **P2P** | Person to person | | **PAYG** | Pay-as-you-go | | **QoS** | Quality of service | | **RAN** | Radio access network | | **SIM** | Subscriber identification module | | **Single RAN** | Single radio access network | | **SMS** | Short messaging service | | **TB** | Terabyte | | **Telecoms** | Telecommunications | | **UoM** | Unit of measure | | **USSD** | Unstructured supplementary service data | --- # General shareholders' information ## Annual General Meeting | **Date** | 9 July 2025 | | --- | --- | | **Day** | Wednesday | | **Time** | 11am BST | | **Venue** | 53/54 Grosvenor Street, London W1K 3HU, United Kingdom | ## Dividend ### Financial calendar Financial year: 1 April to 31 March. ### Airtel Africa plc share price Airtel Africa's ordinary shares have a premium listing on the London Stock Exchange's main market for listed securities and are listed under the symbol AAF. Current and historical share price information is available on our website: www.airtel.africa. ### Shareholders as at 31 March 2025 | **Ex-dividend date for final dividend (NGX)** | 18 June 2025 | | --- | --- | | **Ex-dividend date for final dividend (LSE)** | 19 June 2025 | | **Record date for final dividend (NGX settlement date)** | 20 June 2025 | | **AGM** | 9 July 2025 | | **Final dividend payment** | 25 July 2025 | | Number of ordinary shares held | Number of accounts | Number of shares | % of total issued shares | | --- | --- | --- | --- | | 1-1,000 | 37 | 14,761 | 0.00 | | 1,001-5,000 | 51 | 138,238 | 0.00 | | 5,001-50,000 | 132 | 2,959,923 | 0.08 | | 50,001-100,000 | 48 | 3,431,449 | 0.09 | | 100,001-500,000 | 97 | 23,471,704 | 0.64 | | More than 500,000 | 137 | 3,640,513,801 | 99.18 | | Totals | 502 | 3,670,529,876 | 100 | ### Warning to shareholders ('boiler room' scams) In recent years, many companies have become aware that their shareholders have received unsolicited calls or correspondence about investments. These callers typically make claims of highly profitable opportunities in UK investments that turn out to be worthless or to not exist. These approaches, known as 'boiler room' scams, are usually from unauthorised companies and individuals. We advise Airtel Africa plc shareholders to be extremely wary of such approaches and to only deal with firms authorised --- by the Financial Conduct Authority (FCA). See the FCA website at fca.org.uk/scamsmart for more information about these kinds of activities. ## Registrar and transfer agent All work related to the share registry, both physical and electronic, is handled by our registrar and transfer agent at the address below. ## Communication addresses | | Contact | Email | Address | | --- | --- | --- | --- | | For corporate governance and other secretarial matters | Simon O'Hara Group company secretary | companysecretary@africa.airtel.com | First Floor, 53/54 Grosvenor Street, London W1K 3HU, UK Tel: +44 (0)207 493 9315 | | For queries relating to financial statements and corporate communication matters | Alastair Jones Head of investor relations | investor.relations@africa.airtel.com | First Floor, 53/54 Grosvenor Street, London W1K 3HU, UK Tel: +44 (0)207 493 9315 | | Registrar and transfer agent | Computershare Investor Services PLC | webqueries@computershare.co.uk | The Pavilions, Bridgwater Road, Bristol BS99 6ZY, UK | | | Coronation Registrars Limited | customercare@coronationregistrars.com | 9 Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria Tel: +234 2012 272570 | --- # Auditor's ESEF assurance statement Independent auditor's reasonable assurance report to the Members of Airtel Africa plc on the compliance of the Electronic Format Annual Financial Report with Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.15R-DTR 4.1.18R Report on compliance with the requirements for iXBRL mark up ('tagging') of consolidated financial statements included in the Electronic Format Annual Financial Report We have undertaken a reasonable assurance engagement on the iXBRL mark up of consolidated financial statements for the year ended 31 March 2025 of Airtel Africa plc (the "company") included in the Electronic Format Annual Financial Report prepared by the company. ## Opinion In our opinion, the consolidated financial statements for the year ended 31 March 2025 of the company included in the Electronic Format Annual Financial Report, are marked up, in all material respects, in compliance with DTR 4.1.15R-DTR 4.1.18R. The directors' responsibility for the Electronic Format Annual Financial Report prepared in compliance with DTR 4.1.15R-DTR 4.1.18R The directors are responsible for preparing the Electronic Format Annual Financial Report. This responsibility includes: - the selection and application of appropriate iXBRL tags using judgement where necessary; - ensuring consistency between digitised information and the consolidated financial statements presented in human-readable format; and - the design, implementation and maintenance of internal control relevant to the application of DTR 4.1.15R-DTR 4.1.18R. ## Our independence and quality control We have complied with the independence and other ethical requirements of Financial Reporting Council's (the 'FRC's') Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply International Standard on Quality Monitoring (ISQM) 1 and, accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. --- ## Our responsibility Our responsibility is to express an opinion on whether the iXBRL mark up of consolidated financial statements complies in all material respects with DTR 4.1.15R-DTR 4.1.18R based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements (UK) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information ('ISAE (UK) 3000') issued by the FRC. A reasonable assurance engagement in accordance with ISAE (UK) 3000 involves performing procedures to obtain reasonable assurance about the compliance of the mark up of the consolidated financial statements with the DTR 4.1.15R-DTR 4.1.18R. The nature, timing and extent of procedures selected depend on the practitioner's judgement, including the assessment of the risks of material departures from the requirements set out in DTR 4.1.15R-DTR 4.1.18R, whether due to fraud or error. Our reasonable assurance engagement consisted primarily of: - obtaining an understanding of the iXBRL mark up process, including internal control over the mark up process relevant to the engagement; - reconciling the marked up data with the audited consolidated financial statements of the company dated 7 May 2025; - evaluating the appropriateness of the company's mark up of the consolidated financial statements using the iXBRL mark-up language; - evaluating the appropriateness of the company's use of iXBRL elements selected from a generally accepted taxonomy and the creation of extension elements where no suitable element in the generally accepted taxonomy has been identified; and - evaluating the use of anchoring in relation to the extension elements. In this report we do not express an audit opinion, review conclusion or any other assurance conclusion on the consolidated financial statements. Our audit opinion relating to the consolidated financial statements of the company for the year ended 31 March 2025 is set out in our Independent Auditor's Report dated 7 May 2025. ## Use of our report Our report is made solely to the company's members, as a body, in accordance with ISAE (UK) 3000. Our work has been undertaken so that we might state to the company those matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body for our work, this report, or for the conclusions we have formed. Daryl Winstone (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor London, United Kingdom 6 June 2025 --- # Digital-first reporting This annual report been created digital-first, with all versions (online, print, PDF and iXBRL filing) published from the same digital content. Our interactive online iXBRL report improves the usability of the official ESEF format, making it more engaging, accessible and mobile friendly. Our PDF annual report is also more accessible and interactive. All formats can be viewed at airtel.africa.