Directors’ report

Airtel Africa aims to explore the potential listing of the mobile money business within four years of first completion on 30 July 2021.

Under the terms of the transaction with the four minority stakeholders, two minority investors (The Rise Fund II Aurora SARL and Mastercard Asia/Pacific Pte Ltd) have the option to sell their shares in AMC BV to Airtel Africa or its affiliates in very limited circumstances: if there’s no Initial Public Offering of shares in AMC BV within four years of first close, or if there are changes of control without prior approval. This sale would be made to provide liquidity to the minority investors and would be at fair market value, determined by a mutually agreed merchant bank using an agreed internationally accepted valuation methodology. The ceiling for the option is two times the invested capital less any dividends received.

Controlling shareholders

Airtel Africa is party to a relationship agreement with Bharti Airtel, Airtel Africa Mauritius Limited (AAML), our majority shareholder and an indirect subsidiary of Bharti Airtel, and Bharti Telecom. This agreement contains certain independence undertakings and provisions. It regulates the ongoing relationship with the controlling shareholders and ensures that transactions and arrangements between them are conducted at arm’s length and on normal commercial terms. In accordance with UKLR 6.2.3, the Board of Airtel Africa confirms compliance with the requirement that it performs its main business activities independently from the controlling shareholder at all times.

Board and meeting participation

As long as Bharti Airtel or AAML is a controlling shareholder, Board meetings and certain committee meetings must include a non-executive director nominated by Bharti and/or AAML (subject to certain exemptions) to be valid (quorate). Each Board and committee meeting must include three directors, two of them independent, to be valid.

As long as Bharti Airtel or AAML and their associates hold (directly or indirectly) ordinary shares in Airtel Africa, each is entitled to appoint non-executive directors to the Board as follows:

• One non-executive director for 10% or more interest in the ordinary shares
• Two non-executive directors for 15% or more interest in the ordinary shares

For every 10% or more interest (directly or indirectly) in the ordinary shares above 15% in aggregate, Bharti Airtel or AAML can nominate one additional non-executive director to the Board, up to a maximum of four directors. Independent non-executive directors must form the majority of the Board.

Similarly, as long as Bharti Airtel or AAML and Bharti Telecom and their associates have a 10% or more interest in Airtel Africa ordinary shares, each can appoint one observer (who must be a director) to attend meetings of the Audit and Risk Committee and Remuneration Committee. This observer can attend and speak at meetings but does not count towards quorum or have a right to vote. As such, Akhil Gupta attends the Audit and Risk Committee meetings, and Shravin Bharti Mittal attends the Remuneration Committee meetings.

Other provisions

The agreement provides that Airtel Africa will not make any market purchases that would cause Bharti or Bharti Telecom to have to make a mandatory offer under Rule 9 of the Takeover Code, unless Airtel Africa has the necessary consents and waivers to prevent a mandatory offer obligation.

Amendments can only be made to this relationship agreement in writing and with the recommendation of a majority of the independent directors. The relationship agreement will come to an end upon the earlier of:

• Ordinary shares of Airtel Africa are no longer listed on the premium listing segment and traded on the London Stock Exchange (LSE)
• Bharti Airtel, AAML and Bharti Telecom, together with their associates, are no longer interested (directly or indirectly in aggregate) in at least 10% of issued ordinary shares

The relationship agreement will terminate upon the shares ceasing to be listed on the LSE’s main market or the principal shareholders and their associates ceasing to hold at least 10% of the issued shares.

We believe that the terms of this relationship agreement enable Airtel Africa to carry out its business independently of Bharti Airtel, AAML and Bharti Telecom.

Services agreement

Bharti Airtel Limited (BAL) provides services to Airtel Africa and its subsidiaries including Bharti Airtel International (Netherlands) B.V. (BAIN) under a services agreement.

Provision of information

To provide services to Airtel Africa under the services agreement, Bharti Airtel will have access to information related to the Airtel Africa Group, which may include sensitive or confidential information.

Bharti Airtel will ensure its affiliates comply with the terms of the information flow protocol to the extent that it is legally able to do so. Airtel Africa will share with Bharti Airtel service-related information necessary for Bharti Airtel to provide services under the agreement.

Future developments

The strategic report contains details of likely future developments within Airtel Africa.

Group policy compliance

Each Group policy is owned by a member of the Executive Committee to ensure clear accountability and the authority to make sure the associated business risk is adequately managed. The senior leadership team member responsible for each Group function has primary accountability for ensuring compliance with all Group policies by all our markets and entities. Our Group Compliance team supports the policy owners and local markets in implementing policies and monitoring compliance. All of the key Group policies have been consolidated into our Code of Conduct which applies to all employees and those who work for or on behalf of Airtel Africa. It sets out the standards of behaviour expected in relation to areas such as insider dealing, bribery, and raising concerns through our whistleblowing process.

Directors’ indemnities

We have agreed to indemnify directors for certain losses and liabilities in connection with their duties, powers and office. Qualifying third-party indemnity provisions (as defined by section 234 of the Companies Act 2006) were in force during the financial year ended 31 March 2025. We also hold liability insurance covering our directors for any legal action against them. We took legal advice on this subject.

Branch and representative offices

Airtel Africa Services (UK) Limited has an office in Dubai, UAE. We were issued a commercial licence in Dubai on 30 September 2021 with number 99099 – this is renewed each year.

Bharti Airtel International (Netherlands) B.V. has a branch office in Nairobi, Kenya. It was issued a certificate of compliance on 7 October 2010 with number CF/2010/33117.

Anti-bribery and anti-corruption

In line with the Bribery Act 2010, we have written policies on avoiding and not tolerating bribery or corruption. These apply across all our businesses and can be found on our website. All employees are trained in anti-bribery and anti-corruption to help mitigate the risk of reputational damage, financial penalties and possible exclusion from certain approved partnerships.

Political donations

In line with our policy, we have not made any donations to political parties during the year.

At our next AGM, our directors will again be asking for the authority to make political donations of no more than £25,000 in total. This is to strengthen our corporate governance by making sure that neither Airtel Africa nor our subsidiaries inadvertently breach the wide definitions in Part 14 of the Companies Act 2006.

Employing people with disabilities

We’re committed, wherever possible, to making sure that people with disabilities are encouraged to apply for employment and able to work successfully at Airtel Africa. It is our policy that people with disabilities should be fairly considered for any job vacancy.

Important events since the end of the financial year

Details of important events affecting the Group that have occurred since the end of the financial year are set out in the strategic report and note 34 to the consolidated financial statements.

Our auditor

Deloitte LLP has confirmed its willingness to continue as our auditor. Following our Audit and Risk Committee’s review of its effectiveness, we will propose at our AGM that we reappoint Deloitte LLP.

Our policy is that our auditor will not carry out non-audit services, except where appropriate and in line with our policy for doing such work. Our Audit and Risk Committee also considers the ethical and auditing professional standards related to non-audit services by our external auditor. Deloitte LLP provided limited non-audit services during the year in line with our policy as described in the Audit and Risk Committee report.

As at the date of this report, so far as each director is aware, there’s no relevant audit information of which our auditor is unaware. Each director confirms that they’ve taken all appropriate steps to make themselves aware of relevant audit information and to make sure our auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

Audit and Risk Committee recommendations and statements of compliance

The committee has completed its review of the effectiveness of internal control, including risk management, during the year and up to the date of this Annual Report. The review covered all material controls including financial, operating and compliance. As such, we can provide assurance to the Board under the 2024 UK Corporate Governance Code. This is covered in more detail in the Audit and Risk Committee report.

Airtel Africa has complied throughout the reporting period with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) order 2014.

Annual General Meeting

Our AGM will be live-streamed on Wednesday 9 July 2025 at 11am BST from 53/54 Grosvenor Street, London W1K 3HU. Details of the business to be transacted at the AGM are included in our 2025 Notice of the Annual General Meeting available on our website at www.airtel.africa.

In line with recent practice and good governance, we’ll conduct all voting on resolutions at this year’s AGM by poll. The Board believes that this way of voting gives as many shareholders as possible the opportunity to have their votes counted.

This directors’ report has been approved by the Board and is signed on its behalf by:

Simon O’Hara
Group company secretary

7 May 2025