Part 1: Our work during the year

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 Group risk and compliance strategy to the Board and provided oversight throughout the year, ensuring alignment with the Group’s risk appetite and focus on the most significant principal and emerging risks
  • Received and challenged quarterly risk management reports, including KRI monitoring and exception reporting, to ensure early warning indicators directing management and Board attention to areas of increasing risk
  • Reviewed the robustness of the risk management framework, and confirmed that all risks on the risk register are supported by defined mitigation plans and mapped consistently to the framework
  • Undertook thematic risk reviews (including financing and foreign currency risk, IT strategy review and operational resilience, health and safety, data privacy, cybersecurity, and HR) to test the effectiveness of risk identification, controls and mitigation in areas of greatest risk exposure
  • Received descriptions and updates on key controls as part of quarterly key control status updates, enabling oversight of both ICOFR and non‑ICOFR controls across the Group
  • Reviewed progress on risk‑related remediation programmes, ensuring that control weaknesses identified through assurance activities are addressed and lessons applied consistently across the business

Principal risks and mitigation

Reviewing our risk management framework and conducting thematic risk reviews to ensure risk remains within our agreed appetite and is monitored and reviewed as needed to reflect external and internal changes

Conducted thematic reviews on:

  • Financing and foreign currency risks – provided enhanced oversight of liquidity, refinancing and treasury governance to inform our committee’s assessment of foreign exchange, macroeconomic and capital structure risks
  • IT strategy and operational resilience – risk governance and resilience – strengthened our oversight of the implementation of the IT strategic road map, operational resilience, business continuity and disaster recovery and risk mitigation actions to support the Group’s business objectives
  • Health & safety – reviewed health and safety risks related to the Group’s go-to-market (GTM) mobility strategy and the embedding of appropriate risk governance controls in operational GTM processes
  • Data privacy – reviewed the Group’s data privacy governance controls for legacy and new products to make sure privacy-by-design is embedded in the Group’s product governance processes and the ongoing identification and mitigation of privacy risks across the organisation
  • Cybersecurity – reviewed and assessed the Group’s cybersecurity posture through a quarterly update paper on the status of various cybersecurity programmes across the Group. This review also included analysing key global cybersecurity incidents reported in the public domain and assessing our own cyber practices and insights that could be used to further strengthen our internal cybersecurity controls
  • Human resources – reviewed and assessed risks with respect to the governance control framework for managing the Group’s non-FTE employees. Our objective was to make sure governance controls and systems were scaling in line with the growth in the Group’s business
  • OpCo risk governance: received and reviewed a report on risk perception from a survey with Group executive heads and OpCo executive committee members. This gave us insight on the strengthening of our risk management framework and risk identification process at Group functional and OpCo levels

In addition to formal thematic reviews, our committee received targeted deep dives on fraud risk to support our oversight of financial crime risks and associated mitigation actions.

We also commissioned focused education sessions on financial services risks to enhance our oversight of regulatory and conduct risks associated with mobile money operations.

Managing our risk 


Principal risks and mitigation

Clarifying processes and controls to help people identify, monitor and mitigate risk earlier and more effectively
  • Revisited and strengthened the business unit self‑certification process, reinforcing accountability for risk and control ownership at an operational level and supporting more timely identification of control weaknesses
  • Clarified and standardised the use of key risk indicators (KRIs) and tolerance limits, embedding an exception‑based reporting approach so that emerging issues are escalated early to management and the Board
  • Received clearer descriptions of key controls through quarterly key control status updates, improving understanding of how controls operate in practice across both ICOFR and non‑ICOFR processes
  • Reviewed and challenged the quality of risk registers, ensuring that all identified risks are supported by defined mitigation plans and consistently mapped to the Group’s risk management framework
  • Conducted design and compliance reviews as part of key issues reporting, with learnings applied across the business to strengthen consistency and prevent repeat control failures
  • Introduced continuous controls monitoring and agreeing rollout across markets and business lines to enable earlier detection of control failures and emerging risk trends
  • Reviewed overall ratings of process and control effectiveness across OpCos, including end‑to‑end process assessments, to highlight areas needing management attention and remediation
  • Policy review and approval: reviewed and approved several governance policies setting the governance processes and standards and ensuring consistent application across the Group

Ethics and culture

Promoting, assessing and embedding risk and ethical culture across the organisation
  • Insights from employee focus groups on culture – reviewed and assessed feedback from employee focus group sessions aimed at eliciting feedback on various aspects of the Group’s risk, ethical and compliance culture to ensure alignment with the Group’s purpose, values, strategy and business model
  • Groupwide culture campaign -– reviewed the design, key principles and implementation of the Group-wide culture campaign which was rolled out across the Group and its subsidiary during the financial year. The aim of the campaign was to reinforce the organisation’s business and ethical values and to highlight employee responsibilities and role in ensuring the right behaviours in day-to-day business activities and decision-making. The committee received regular updates on the progress and implementation of the culture campaign
  • Whistleblowing reports – reviewed whistleblowing reports on a quarterly basis including assessing key themes to identify any key patterns that needed to be addressed at an organisational level

Statutory audit and audit engagement

Reviewing the services, fees and policy for non-audit services provided by the auditor for the year
  • Approved the permitted non-audit services fees provided by Deloitte for 2025/26, in accordance with the Group’s non-audit services policy

Part 5

Approving the statutory audit fee for the year
  • Approved the fees for the 2025/26 statutory audit and noted that the 2024/25 statutory audit fee had been paid 

Note 8.1

Internal audit and chief internal auditor review
  • Reviewed and approved the annual combined assurance plan, covering second‑ and third‑line assurance activities, to ensure assurance effort was aligned to the Group’s principal and emerging risks and areas of greatest risk exposure
  • Received and considered regular progress reports on assurance delivery, including the outcomes of internal audit and other assurance reviews, and monitored management’s response to findings and agreed remediation actions
  • Maintained regular engagement with the chief internal auditor to oversee the effectiveness, independence and resourcing of the internal audit function and ensure appropriate escalation of significant issues to our committee and the Board

Financial reporting: ongoing activities

We reviewed the integrity of the quarterly, half year and full year financial statements. We also reviewed other announcements and materials containing financial information, including trading updates and investor presentations and recommended these for approval by the Board. At each meeting, we reviewed and constructively challenged the accounting policies applied, together with key significant estimates, judgements and disclosures included in management’s papers, assessing their appropriateness with input from the external auditor. Key transactions, judgements and estimates in relation to this year’s financial statements are set out in Part 2. We also considered existing and emerging litigation and regulatory risks relevant to the Group’s financial reporting.

Our priorities

Progress and actions taken during the year

Cross-reference

Reviewing the adoption of the going concern basis of accounting
  • Reviewed the going concern assessment and recommended to the Board that the financial statements be prepared on a going concern basis

Note 2

Reviewing financial reporting controls and considering key issues and findings raised by the internal audit team
  • Reviewed the key findings and issues reported by the internal and external audit teams and considered management’s actions to address all financial reporting matters identified, including remediation completed, mitigation actions taken, and agreed action plans

Part 3

Overseeing management’s significant accounting judgements, the application of accounting policies, and the integrity of year‑end financial reporting

Assessed:

  • The quality, appropriateness and completeness of significant accounting policies and practices
  • The reliability and integrity of our financial reporting, including key judgements and whether to support or challenge management’s judgements
  • 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

Part 2, note 2 and note 3 

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 5

Assessing the effectiveness of the 2025/26 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 2027 at the AGM

Part 5

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 33 and Company note 4

Reviewing whether the company’s position and prospects as presented in the 31 March 2026 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 2026 Annual Report

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 24 April, 30 April 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 6 May and 7 May 2026.

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 updates arising from the FRC’s thematic reviews and other guidance issued during the year. The Group already complied with the majority of the recommendations, and this Annual Report has been updated, where appropriate, to reflect current best practice

Compliance with the UK Code, Part 3 and Part 5

Meeting the Group’s compliance with the UK Financial Conduct Authority’s (FCA) Disclosure Guidance and Transparency Rules relating to the selection and application of appropriate XBRL tags using judgement where necessary; maintaining consistency between digitised information and the consolidated financial statements presented in human-readable format and ensuring appropriate internal controls are in place in relation to digital financial reporting
  • Reviewed management’s approach to the preparation of our consolidated financial statements in digital format, including compliance with the FCA’s digital reporting requirements and the implications of implementing the 2024 update to the applicable ESEF taxonomy
  • Considered management’s assessment of the Group’s digital reporting content and structure against FRC guidance focusing on accessibility, structure and data quality
  • Received updates on procedures performed by management, including the involvement of the Group’s technical accounting team and an external specialist IT provider, and considered whether these were appropriate
  • Our external auditor performed a separate, independent voluntary limited assurance engagement over the Group’s compliance with the FCA’s digital reporting requirements. We reviewed the outcome of this work, which confirmed that the Annual Report was prepared and marked up in line with relevant requirements. The related assurance report review opinion is included within this Annual Report

ESEF assurance statement

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). Our committee received regular feedback on progress. More on Provision 29 preparedness 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

FRC letter
  • Received correspondence from the Financial Reporting Council’s Corporate Reporting Review (CRR) team following its review of the Airtel Africa Annual Report and Accounts for the year ended 31 March 2025, as part of its routine review of UK listed companies. We considered the matters raised, oversaw the preparation of Airtel Africa’s response, and were satisfied that the explanations provided appropriately addressed the points raised. We also reflected on the observations as part of our ongoing oversight of financial reporting and disclosure processes. The Group on 30 April 2026, received confirmation from the CRR that its queries had been closed. The 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.

Sustainability risk and reporting

Our priorities

Progress and actions taken during the year

Cross-reference

Sustainability strategy, goals and KPIs
  • Reviewed our goals and targets sustainability strategy, including the process of monitoring and tracking KPIs
  • Began quarterly sustainability KPI reports to this committee, with scope 1 and 2 emissions and intensity reported every half year
  • Provided regular updates on improving energy data collection and reporting at the OpCo level in preparation for the upcoming audit and assurance of climate-related KPIs and risks
  • Reviewed our goals and targets sustainability strategy, including the process of monitoring and tracking KPIs
  • Began quarterly sustainability KPI reports to this Committee, with scope 1 and 2 emissions and intensity reported every half year
  • Provided regular updates on improving energy data collection and reporting at the OpCo level in preparation for the upcoming audit and assurance of climate-related KPIs and risks

Sustainability reporting
  • Reviewed climate scenario analysis and TCFD disclosures, including scope 3 emissions calculations and methodology
  • Published the recalculation and restatement policy as approved by the Sustainability Committee following the GHG Protocol recommendations around when significant structural or methodological changes occur

Review of sustainability regulatory landscape
  • Reviewed the requirements of new regulatory frameworks for sustainability reporting: Corporate Sustainability Reporting Directive (CSRD), IFRS Sustainability Disclosure Standards (IFRS S1 and S2) and the anticipated UK Sustainability Reporting Standards (UK SRS)
  • Provided regular updates on the CSRD gap analysis, including double materiality assessment (DMA)

Audit tender

Our priorities

Progress and actions taken during the year

Cross-reference

Ensure compliance with mandatory audit tendering requirements and promote audit quality, independence and competition
  • Completed a competitive external audit tender during the year in line with regulatory requirements
  • Led the end‑to‑end tender process, supported by management, which included inviting multiple firms, evaluating against pre‑defined criteria and a structured scoring process
  • After the conclusion of the tender, made a recommendation to the Board for consideration

Part 6

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 2025/26

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