Our committee and membership

This report outlines our activities and principal areas of focus during 2025/26. Throughout the year, our committee operated with openness and transparency, applying robust and constructive challenge to safeguard the interests of shareholders and other stakeholders.

Andy Green resigned from the Board and our committee on 29 January 2026, having made a significant contribution since his appointment in 2019. I’d like to share my sincere thanks to Andy for his commitment, insight and leadership. Our membership was otherwise unchanged and continues to consist of independent non‑executive directors with deep financial, risk and industry expertise.

Key focus areas in 2025/26

Alongside our regular activities, we focused on several key priorities during the year:

• Enhancing risk reporting, assessment and control frameworks
• Providing oversight of financing, foreign currency and technology‑related risks
• Ensuring audit quality and independence
• Improving preparedness for Provision 29 of the UK Corporate Governance Code

Visiting OpCos

As part of our programme of engagement with local management and finance teams, I visited Tanzania and Uganda during the year. These visits provided valuable opportunities to interact with local leaders, deepen our understanding of the business and risk environment, and observe first‑hand the disciplines applied to financial governance, internal control and risk management.

Insights from these engagements helped inform our committee’s oversight and provided assurance on the operation of Group frameworks across the operating companies.

Recommending a new external audit firm

A key focus of our work during the year was a comprehensive audit tender process. In conducting this exercise, we emphasised audit quality, independence and long‑term alignment with the Group’s business, recognising the critical role of a robust external audit in supporting high‑quality financial reporting and effective governance. The process led to our recommendation of Ernst & Young LLP as auditor. This recommendation was approved by the Board and will be submitted to shareholders for approval at the Annual General Meeting in July 2027.

Ongoing committee activities

We maintained a strong and consistent focus on the integrity of the Group’s financial reporting throughout the year. This included overseeing the application of accounting policies, assessing significant accounting judgements and estimates as well as the effectiveness of internal controls, and identifying and managing principal and emerging risks. Particular attention was given to the implementing the new requirements under IAS 21 The Effects of Changes in Foreign Exchange Rates, relating to the accounting treatment where there is a lack of exchangeability. Our committee reviewed the Group’s half‑year and full‑year results, as well as trading updates, with a focus on key judgements and areas of estimation uncertainty.

The Financial Reporting Council (FRC) wrote to Airtel Africa in March 2026 informing us that it had reviewed our annual report and accounts for the period ended 31 March 2025 in accordance with Part 2 of the FRC Corporate Reporting Review Operating Procedures. Our committee reviewed the responses to the FRC’s questions on how we had satisfied the relevant reporting requirements and considered the FRC suggestions on improvements to our existing reporting. These are incorporated into this Annual Report. On 30 April 2026, the Group received confirmation from the FRC that its queries had been closed. Our Committee does note however that the review conducted by the FRC was based solely on the Group’s published Annual Report and Accounts and does not provide assurance that the Annual Report and Accounts are correct in all material respects.

We oversaw the work and independence of Internal and External Audit, holding regular private sessions with both auditors to support open dialogue and effective challenge. We also monitored audit quality, addressed control findings, and oversaw remediation efforts to strengthen operational resilience.

My schedule included regular meetings with the Group CFO and senior management to discuss emerging issues, risk developments and control matters, supporting timely and effective oversight.

During the year, we sponsored a Board‑level EY‑led session on fintech and mobile financial‑services risk and received a dedicated update from our external auditor on the requirements of Provision 29 of the UK Corporate Governance Code and the Group’s readiness for first‑year compliance.

Risk management and internal controls

We maintained close oversight of the Group’s risk management and internal control framework to ensure it remained robust, well‑aligned to strategic priorities and responsive to an evolving risk profile.

During the year, we conducted thematic deep dives into financing and foreign currency risk, technology and cyber resilience, IT and engineering operations, and anti‑bribery and corruption. These reviews supported our oversight of principal risks, including exchange rate volatility, cyber threats, technology resilience and regulatory compliance.

We significantly strengthened our focus on enhancing IT systems and cybersecurity in response to increasing digital adoption and a rapidly evolving threat landscape. Building on a strong security culture, cyber training and awareness remains a key priority. Cyber incident response training programmes have been conducted for HQ ExCo and management, as well as for the OpCo leadership teams in Kenya and Tanzania, with further rollouts, including for Board members, planned in the coming year. Regular security communications continue to reinforce vigilance, highlight emerging threats and promote best practices across the organisation.

Significant progress has also been made in modernising core platforms, strengthening network security, and deploying advanced monitoring and threat detection capabilities. Governance over technology risk has been reinforced through regular reviews, independent audits, and strengthened internal controls aligned to global standards.

Earlier identification and mitigation of risks was strengthened through enhanced self‑certification, clearer reporting, continuous monitoring and targeted reviews.

In preparation for compliance with Provision 29 of the UK Corporate Governance Code, our committee made good progress in defining the scope of material controls, agreeing a clear risk‑based assurance approach supported by Internal Audit, and strengthening management attestation and reporting to underpin future Board declarations on control effectiveness.

We also reviewed the Group’s principal and emerging risks, which are described in more detail in the Principal Risks and Mitigation section of the strategic report, alongside climate‑related disclosures prepared in line with TCFD.

Overseeing the Sustainability Committee 

During the year, the Board agreed that the Sustainability Committee would report through this committee. This adjustment aligns with heightened regulatory attention on sustainability and climate-related disclosures, and strengthens the coordination and effectiveness of Board oversight.

Aligning these processes also improves our oversight of non-financial reporting, data accuracy, internal controls and assurance. It ensures that sustainability risks and disclosures are thoroughly incorporated into the broader governance, risk, and control framework.

Looking ahead

We will continue to strengthen the Group’s risk management, internal control and assurance framework, with an emphasis on ensuring controls are embedded consistently and sustainably across all operations.

Our committee will oversee principal and emerging risks, including financial stability and technology security, using improved indicators and reporting. We will also monitor compliance with Provision 29 in its first year. Sustainability risk and reporting will remain central, as it’s integrated into the Group’s risk framework. And, we will consider the implications of IFRS 18 in the year ahead.

Our focus will include addressing emerging risks from AI-driven threats through enhanced intelligence, adaptive security frameworks, and continued investment in next-generation cyber capabilities. These efforts will ensure resilient, secure, and future-ready systems while safeguarding customer trust and supporting sustainable growth.

Engaging with shareholders

I appreciate the ongoing dedication and support of both the management team at Airtel Africa and my fellow committee members. I will be available at the 2026 AGM if shareholders would like to ask questions about this report or the committee’s activities. I can also be contacted through our company secretary, Simon O’Hara.

Ravi Rajagopal
Chair, Audit and Risk Committee

7 May 2026