Independent Auditor’s limited assurance report to Airtel Africa plc on management’s assessment of controls over financial reporting
We have performed a limited assurance engagement in respect of the systems of internal control over financial reporting of Airtel Africa plc (“the Company”) and its subsidiaries (“the Group”) as of 31 March 2025, in accordance with the Financial Reporting Council (“FRC”) of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting and based on criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (“the ICFR framework”), and the SEC Nigeria Guidance on Management Report on Internal Control Over Financial Reporting. The Group’s management is responsible for maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting including the accompanying Management Report on Internal Control Over Financial Reporting.
We have also audited, in accordance with the International Standards on Auditing, the financial statements of the Group and our report dated 7 May 2025 expressed an unmodified opinion.
Limited Assurance Conclusion
Based on the procedures we have performed and the evidence that we have obtained, nothing has come to our attention that causes us to believe that the Group did not establish and maintain an effective system of internal control over financial reporting, as of the specified date, based on the SEC Nigeria Guidance on Management Report on Internal Control Over Financial Reporting.
Definition of internal control over financial reporting
Internal control over financial reporting is a process designed by, or under the supervision of, the entity’s principal executive and principal financial officers, or persons performing similar functions, and effected by the entity’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that:
- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Inherent limitations
Our limited assurance procedures included the examination of historical evidence of the design and implementation of the Group’s system of internal control over financial reporting for the year ended 31 March 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.
Any internal control structure, no matter how effective, cannot eliminate the possibility that fraud, errors or irregularities may occur and remain undetected and because we use selective testing in our engagement, we cannot guarantee that errors or irregularities, if present, will be detected.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Directors’ and Management’s Responsibilities
The Directors are responsible for ensuring the integrity of the entity’s financial controls and reporting.
Management is responsible for establishing and maintaining a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting, and the preparation of financial statements for external purposes in accordance with the United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB, and the ICFR framework.
Section 7(2f) of the Nigeria Financial Reporting Act 2011 (as amended) further requires that management perform an assessment of internal controls, including information system controls. Management is responsible for maintaining evidential matters, including documentation, to provide reasonable support for its assessment of internal control over financial reporting.
Our Independence and Quality Control
In conducting our engagement, we complied with the independence requirements of the United Kingdom Financial Reporting Council’s Ethical Standard and the ICAEW Code of Ethics. The ICAEW Code is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
The firm applies the International Standard on Quality Management 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.
Our Responsibility and Approach
Our responsibility is to express a limited assurance opinion on the company’s internal control over financial reporting based on our Assurance engagement.
We performed our work in accordance with the FRC of Nigeria Guidance on Assurance Engagement Report on Internal Control over Financial Reporting and the International Standard on Assurance Engagements (ISAE) 3000, Assurance Engagements other than the Audits or Reviews of Historical Financial Information (ISAE 3000) revised. That Standard requires that we comply with ethical requirements and plan and perform the limited assurance engagement to obtain limited assurance on whether any matters come to our attention that causes us to believe that the Group did not establish and maintain an effective system of internal control over financial reporting in accordance with the ICFR framework.
That Guidance requires that we plan and perform the Assurance engagement and provide a limited assurance report on the entity’s internal control over financial reporting based on our assurance engagement.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement.
As prescribed in the Guidance, the procedures we performed included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and evaluating and testing the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. In certain areas, the nature, timing and extent of our procedures to evaluate design and test the operating effectiveness of internal controls for the purpose of expressing this limited assurance opinion was less than that required under our methodology for a financial statement audit in accordance with International Standards on Auditing.
We believe the procedures performed provides a basis for our report on the internal control put in place by management over financial reporting.
Use of our report
This report is made solely to the Company in accordance s63 of the Nigeria Investments and Securities Act 2007, with ISAE 3000 (Revised) and our agreed terms of engagement. Our work has been undertaken so that we might state to the Company those matters we have agreed 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 Airtel Africa plc, for our work, for this report, or for the conclusions we have formed.
Deloitte LLP
Birmingham, UK
7 May 2025