Airtel Africa PLC

Transforming

lives

Airtel Africa plc

Annual Report and

Accounts 2023

Strategic report

Governance report

Financial statements

Other information

Airtel Africa overview

Transforming lives

At a glance

Chair’s statement

Chief executive oﬃcer’s review

Our investment proposition

Our key performance indicators

Our market environment

Legal and regulatory framework

Our business model

Our strategy

Our sustainability strategy

Task Force on Climate-related Financial Disclosures (TCFD)

Business review

Mobile services

Nigeria – mobile services

East Africa – mobile services

Francophone Africa – mobile services

Mobile money

Airtel Business

Digital Labs

Our stakeholders

CFO’s introduction to the ﬁnancial review

Financial review

Managing our risk

Principal risks and mitigation

Our long-term viability statement

102

Our Board of directors

106

Our Executive Committee

108

Chair’s statement

110

Our leadership

116

Board evaluation

117

Audit and Risk Committee report

128

Nominations Committee report

134

Our compliance with the UK Corporate Governance Code

139

Directors’ report

144

Directors’ responsibilities statement

145

Directors’ remuneration report

166

Independent auditor’s report

174

Consolidated statement of comprehensive income

175

Consolidated statement of ﬁnancial position

176

Consolidated statement of changes in equity

177

Consolidated statement of cash ﬂows

178

Notes to consolidated ﬁnancial statements

236

Company statement of ﬁnancial position

237

Company statements of changes in equity

238

Notes to company only ﬁnancial statements

246

Forward-looking statements

247

Glossary

251

General shareholders’ information

252

Auditor’s ESEF Assurance statement

Finding what you need

View our online

annual report

summary

Connecting the

unconnected.

Including the

ﬁnancially excluded.

Bridging the

digital divide.

Airtel Africa overview

140m

54.6m

31.5m

Total customers

Data customers

Sub-Saharan countries

Airtel Money customers

By providing essential services to customers

and societies across our continent, Airtel Africa

is unlocking the potential for people, businesses

and economies to grow.

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Transforming lives

Reaching more

people, with more

services, in more

places than ever.

We’re

transforming

lives in

Africa

79.45%

42.9%

Population coverage at the

Group level – bringing mobile

banking, data and telecoms

to communities across sub-

Saharan Africa and helping

to unlock the potential of

people and societies

of our sites are in rural areas

as we provide a vital ﬁrst

step towards digital inclusion

For more information about ﬁnancial inclusion, see

page 49

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Meeting untapped

demand for telecoms

services and mobile

money in markets

where there’s still

huge room to grow.

Operating

in markets full

of opportunity

22.5%

39%

of our customers are using

Airtel Money and we’re

expanding our mobile

money portfolio through

additional services, including

merchant payments

data customer penetration

as we expand our 4G

network, combined with

36.3% smartphone

penetration in our

14 markets

Transforming lives

continued

For more information about mobile services and mobile money, see

pages 62-73

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

Transforming lives

continued

Expanding our

networks, optimising

our distribution,

and investing in the

future through ﬁbre

and 5G.

Delivering on

our strategy

through

excellent

execution

70,500+ km

304,000+

of total connecting ﬁbre across

our 14 markets, with 6,000+km

added in 2022/23 as we continue to

improve our ﬁbre provision in metro,

intercity and international networks

customer activating outlets, a

growth of 21% in 2022/23, which

reﬂects our investment in sales and

distribution infrastructure

Airtel Africa plc Annual Report and Accounts 2023

For more information on our ‘Win with’ strategy, see

pages 26-37

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

Transforming lives

continued

Championing access

to education, fostering

digital inclusion,

creating inclusive and

dynamic workplaces,

and minimising

our environmental

impacts.

...and

keeping our

sustainability

promises.

1 million

children to access quality

education through our

programmes by 2027

$57m

ﬁnancial and in-kind

contribution to UNICEF

over ﬁve years to accelerate

digital learning

For more information about our sustainability progress, see

pages 38-55

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

Niger

Pop: 26m

Chad

Pop: 18m

Nigeria

Pop: 219m

Uganda

Pop: 47m

Gabon

Pop: 2m

Democratic

Republic of

the Congo

Pop: 99m

Republic

of the Congo

Pop: 6m

Rwanda

Pop: 14m

Kenya

Pop: 54m

The

Seychelles

Pop: 0.1m

Malawi

Pop: 20m

Zambia

Pop: 20m

Tanzania

Pop: 65m

Madagascar

Pop: 30m

Nigeria

East Africa

Francophone

Africa

At a glance

We operate in 14 dynamic,

underpenetrated markets

where strong demand

drives our continued

proﬁtable growth.

An underpenetrated telecoms market,

a young population and rising smartphone

aﬀordability, along with low data penetration,

give us growth opportunities in both voice

and data. The telecoms market in sub-

Saharan Africa is projected to grow by 4.5%

CAGR over the next ﬁve years. At the same

time, low penetration of traditional banking

services provides us with the opportunity

to meet the needs of unbanked customers

through our dedicated mobile money

platform, Airtel Money.

Source for population ﬁgures: World Bank data

2022 estimate

CAGR source: GSMA sub-Saharan report 2022

markets in our

diversiﬁed portfolio

1st or 2nd

largest operator by customer

market share in 13 markets

2.7%

projected compound annual

population growth in our region

by 2027

17.6%

revenue growth in constant

currency, 11.5% in reported

currency in 2022/23

Revenue

$5,255m

Reported currency +11.5%

Constant currency +17.6%

Underlying EBITDA

$2,575m

Reported currency +11.4%

Constant currency +17.3%

Operating proﬁt

$1,757m

Reported currency +14.5%

Constant currency +20.1%

Capex

$748m

% change +14.0%

Basic earnings per share

17.7 cents

% change +5.2%

Revenue contribution

by segment

Year ended

March 2023

Year ended

March 2022

Reported

currency

change %

Constant

currency

change %

Nigeria – mobile services

2,128

1,878

13.3%

20.3%

East Africa – mobile services

1,508

1,395

8.1%

13.4%

Francophone Africa – mobile services

1,090

1,033

5.5%

11.9%

Mobile money services

692

553

25.1%

29.6%

Total*

5,255

4,714

11.5%

17.6%

Owing to signiﬁcant growth in the Group’s mobile money business and a corresponding change in the

organisation’s structure combined with changes in information provided to the chief operating decision-

maker (CODM) for the allocation of resources and the assessment of performance, with eﬀect from

April 2022 the Group has identiﬁed mobile money as a new operating and reportable segment.

Thus, the segments for the Group are:

Nigeria mobile services – comprising mobile service operations in Nigeria

East Africa mobile services – comprising mobile service operations in Kenya, Uganda, Rwanda, Tanzania,

Malawi and Zambia

Francophone Africa mobile services – comprising mobile service operations in Niger, Gabon, Chad,

Republic of the Congo, the DRC, Madagascar and the Seychelles

Mobile money – comprising mobile money services across the Group, including recently launched

payment service bank in Nigeria

Breakdown of revenue as stated in above table will

not add up to total revenue, since it also includes

inter-segment elimination of $163m (2022: $145m)

All ﬁnancial numbers are in reported currency

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Our voice, data and mobile

money services are

reaching more people than

ever, and transforming

customers’ lives.

By extending our distribution network in both

rural and semi-urban areas and providing

resilient, far-reaching coverage, we’ve enabled

millions of people to access telecoms and

banking services. By leading the way in the

rollout of 4G networks and enabling people to

progress from 2G to 3G to 4G, we’ve helped

drive digitalisation. Our expanding footprint

of retailers, agents and exclusive franchises,

supplemented by our unique operations, have

helped deliver services across our markets.

And we’re helping build a new ﬁnancial

ecosystem that’s full of opportunity. Our focus

on increasing the number of mobile money

use cases through international partnerships

and product innovation has helped drive

the take up of our mobile money services,

boosting ﬁnancial inclusion.

Revenue contribution by service

Year ended

March 2023

Year ended

March 2022

Reported

currency

change %

Constant

currency

change %

Voice

2,491

2,358

5.6%

11.8%

Data

1,787

1,525

17.2%

23.8%

Airtel Money

692

553

25.1%

29.6%

Other^

437

407

7.5%

13.2%

Total*

5,255

4,714

11.5%

17.6%

Other revenue includes messaging, value added services, tower sharing and enterprise

Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes

inter-segment elimination of $152m (2022: $129m)

31,500+

infrastructure sites

2.6+ million

retail touchpoints

(agents and distributors)

in our network

70,500+ km

of connecting ﬁbre

90%

sites providing 4G coverage

services available

in all 14 markets

Voice

We oﬀer pre- and post-paid

wireless voice services,

international roaming and

ﬁxed-line telephony services.

Data

We oﬀer a suite of data

communications services,

including 2G, 3G and 4G.

We provide 4G services in

all 14 of our markets.

Airtel Money

We oﬀer mobile money services,

including digital wallet payments

systems, microloans, savings and

international money transfers.

140m

total customers

54.6m

data customers

31.5m

Airtel Money

customers

Total*

$5,255m

$2,491m

$1,787m

$437m

$692m

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Africa plc

Annual Report and Accounts 2023

Chair’s statement

Delivering sustainable growth, and

demonstrating our resilience

This year has seen considerable volatility in the global economy, with

recessionary pressures that have been keenly felt by people across

the markets

we serve. With prices of basic commodities on the

increase, and instances of severe climate disruptions, reliable,

aﬀordable telecoms services that connect people to each other and

to the wider economy are more vital than ever. Everyone at Airtel

Africa is proud that we have been able to maintain and expand our

services to our customers and communities throughout the year.

The fact that we have also been able to deliver a strong ﬁnancial

performance in this economic context is testament to the scale

of the untapped demand in sub-Saharan Africa, and to the resilience

of our business model. Powerful underlying macroeconomic and

demographic trends continue to drive demand and adoption

of voice, data and mobile money services, and our ‘Win with’

strategy continues to deliver growth: our customer base grew

to 140 million people this year, and our revenues grew by 11.5%

in reported currency.

This is not growth for its own sake. It is only by pursuing sustainable

growth that we are able to fulﬁl our purpose of transforming lives:

playing our part in addressing the challenges faced by millions

of people who still lack access to data and ﬁnancial services,

and the wider transformation of economies that will drive

sustainable development.

Playing our part in sustainable

development

Publishing our ﬁrst Sustainability Report in October 2022 was a

seminal moment for Airtel Africa, furthering our commitment to

corporate governance. It provides stakeholders with a transparent

account of our progress in delivering the sustainability ambitions that

underpin our business strategy, and our commitment to developing

the infrastructure and services that will drive digital and ﬁnancial

inclusion for people across Africa while contributing to six of the

United Nations’ Sustainable Development Goals (UN SDGs). The

Board closely oversees this strategy as part of our role in considering

environmental, social and governance criteria in our decision-making.

Business has a crucial part to play in Africa’s development. This year,

as Chair of the newly launched B20 India Action Council on African

Economic Integration: An Agenda for Global Business, I have seen

positive signs of businesses coming together to work towards

common goals and priorities.

Airtel Africa plays a signiﬁcant role in supporting education, which

has long been a priority for me and for everyone in the Group.

We have set ourselves the goal of transforming the lives of over

one million children on the continent through education by 2027,

including through our landmark ﬁve-year partnership with UNICEF

– which this year rolled out programmes in 6 of the 13 countries

where the partnership is in place.

Investing to create long-term value for all

Our underlying strategy remains unchanged in its fundamentals.

We maintain a continuous focus on serving customers’ needs so

we can deliver sustainable, proﬁtable growth, while mitigating our

risks and maintaining our longstanding focus on strengthening our

balance sheet. This year, for instance, we continued to localise our

debt into our country-level OpCos while reducing HoldCo debt,

helping to mitigate the risk of foreign exchange volatility. Our gross

OpCo debt of $3,676m (including lease liabilities) is now higher

than our remaining HoldCo debt of $550m.

Transforming lives

Providing essential services, and delivering

on our purpose of transforming lives.

The fact that we have also been able to

deliver a strong ﬁnancial performance

in this economic context is testament

to the scale of the untapped demand

in sub-Saharan Africa, and to the

resilience of our business model.

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Leverage was at 1.4x in March 2023, broadly ﬂat from the previous

year. This was achieved alongside substantial investments: we

invested $748m in capex (excluding spectrum), and $500m in

spectrum (including 5G) in key markets – ensuring we are ready to

meet the continuing opportunity in data. Almost 87% of our capex

investment in 2022/23 was directed to growth initiatives that help

ensure a sustainably strong and reliable network.

We continue to strengthen the business in other ways. We have

made compelling strides in building the standalone capabilities of our

Airtel Money business across all markets and begun acting on the

opportunity presented by the granting of our super-agent licence and

Payment Service Bank (PSB) licence in Nigeria in April 2022. We have

also established new holding and subsidiary company structures for

our data and ﬁbre businesses.

The Board of directors has recommended a ﬁnal dividend of

3.27 cents per share, making the total dividend for 2022/23

5.45 cents per share, which is an increase of 9% in line with our

progressive dividend policy.

Stakeholders at the heart of

transforming lives

Everything the business has achieved in this turbulent year is thanks

to the support of all our stakeholders. In particular, our people have

continued to show great dedication to ensuring the delivery of services

and to serving our customers and the communities in which we live

and work. On behalf of the Board, I would like to thank them for their

continuing commitment to transforming lives.

Sunil Bharti Mittal

Chair

10 May 2023

Pursuing sustainable growth

enables us to fulﬁl our purpose

of transforming lives: playing

our part in addressing the

challenges faced by millions of

people who still lack access to

connectivity, data and ﬁnancial

services. We are committed to

contributing towards the wider

transformation of economies

to drive sustainable growth

and development.

Sunil Bharti Mittal

Chair

Q. How will you look back at this year?

A. The joy of running this business – and the thing that I see

motivating our people – is that we are part of the solution to the

challenges around us.

There’s no doubt this has been a diﬃcult year for many in our

communities. While sub-Saharan Africa is very resilient, it is not

immune to global economic shocks. Sharp commodity and fuel

inﬂation really hurts in communities where many people spend 40%

of their income on food. Climate change has a disproportionate

impact on Africans. Currency disruptions create serious challenges

for businesses and individuals.

But as Airtel Africa people, we are part of our communities – we share

their pain as well as their joy. And we can see the diﬀerence we’re

making. Every day, we’re connecting customers to each other, to

the digital future, and to economic opportunity. The more we serve,

the more we succeed. By delivering our strategy and growing our

business, we’re part of the process of sustainable development.

That’s what we mean by transforming lives.

What were the highlights of your

ﬁnancial performance?

A. We’ve really demonstrated the resilience of our strategy and

business model. The economic environment has generated

considerable headwinds this year, but we have delivered signiﬁcant

growth in all our key metrics. Our revenues grew by 11.5% and

operating proﬁt by 14.5% in reported currency.

We have grown revenues in data by 23.8%, in voice services by

11.8% and in mobile money by 29.6% in constant currency.

We’ve continued to provide essential services in all our markets

throughout the year, and to serve more customers than ever before,

reaching 140 million in total. Underlying EBITDA grew by 17.3% in

constant currency at a stable EBITDA margin of 49.0% despite all

the turbulences.

We know how important aﬀordability is to customers in a cost-of-

living crisis – and our philosophy has always been to drive usage,

rather than price. Not only are we reaching more customers, but

our customers are getting more for their money.

This performance has made us one of the fastest-growing telecoms

company in sub-Saharan Africa. And it has come alongside important

investment in our future – and in the future of our communities.

We invested $748m in expanding and strengthening our network,

so we can reach and include more people. We invested in our ﬁbre

infrastructure and data centres, where we see opportunities to form

mutually beneﬁcial partnerships with other businesses.

And as of 31 March 2023, we invested $500m in spectrum (which

includes 5G), so we can meet the demand for data now, and be

ready for an even more digital future. The macroeconomic outlook

remains volatile, but we are well positioned to deliver against the

growth opportunities these markets oﬀer, with a continued focus

on margin resilience.

Q. How has your ‘Win with’ strategy

created competitive advantage?

A. Our ‘Win with’ strategy has six pillars – ‘technology’, ‘distribution’,

‘data’, ‘mobile money’, ‘cost’ and ‘people’ – all underpinned by our

sustainability strategy.

It is the execution of the strategy that really counts – and I believe we

can be proud of the execution of every pillar. I’ve already mentioned

the expansion of our network, and how the talent and determination

of our people has driven our success. The 46.3% increase in data

usage demonstrates how that pillar is thriving – and the 36% increase

in home broadband revenues shows what an opportunity there is in

that segment.

‘Win with cost’ has been important this year, as we’ve had great

success maintaining margins despite unprecedented inﬂation – our

underlying EBITDA margin was 49.0%. We’ve also localised much

of our debt as mitigation against foreign exchange risk, maintaining

Group debt at 1.4x of underlying EBITDA while investing signiﬁcantly

in the future.

But some of the strongest examples of us executing the strategy

and winning in the market have been in ‘Win with distribution’ and

‘Win with mobile money’. Our distribution network gets us closer to

our customers so they can access our services – and this year we

increased the number of our customer activating outlets by 21%

bringing the total number of 304,000+ outlets across our 14 markets.

Airtel Money, meanwhile, has gone from strength to strength, with

20.4% more mobile money customers, and transaction value

increasing by 41.3% in constant currency.

Why is the mobile money opportunity

so important?

A. Mobile money is a clear example of an opportunity to beneﬁt

communities while driving business growth. Sub-Saharan Africa

remains underserved by banks and ﬁnancial services, excluding

millions of people from the ﬁnancial system, and disproportionately

excluding women.

Chief executive oﬃcer Olusegun Ogunsanya reﬂects

on a year in which our robust business performance

has helped drive our sustainability agenda – and on

our opportunity to transform lives in Africa.

CEO Q&A

Chief executive oﬃcer’s review

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Watch the full

interview online

Olusegun Ogunsanya

Chief executive oﬃcer

It is a competitive sector, where we need to keep building our ecosystem

to stay ahead of new ﬁntech oﬀers, engage with Central Banks to meet

growing regulatory requirements, and make sure we have the right IT

capabilities. But we’ve made signiﬁcant strides through Airtel Money

this year, launching mobile money services in Nigeria through our new

Payment Services Bank (PSB) licence granted in April 2022, rolling out

micro merchant propositions in Uganda, Tanzania and Zambia, and

introducing loan products in Tanzania, Uganda, Kenya and Zambia.

And as our mobile money business has grown, we’ve invested in

growing Airtel Money’s organisational capabilities, skills and technology.

This work is underpinned by our sustainability strategy, which sets

targets for building our mobile money ecosystem and includes a

speciﬁc target to reach 20 million women customers by 2025.

You published your ﬁrst sustainability report

in October 2022 – what were the highlights?

A. Airtel Africa has supported communities in areas including education,

health and wellbeing, and disaster relief for decades – but we achieved a

real step change in our approach to environment, social and governance

(ESG) through our sustainability strategy, launched in 2021. This year

we achieved another milestone with our Sustainability Report, which

demonstrated progress against all our targets – but also highlighted how

much there is still to do in order to achieve the sustainable development

goals that we support.

One of the biggest elements of our work this year has been developing

our pathway to net zero as we strive to limit the impact of our operations

on the environment. Our detailed analysis across 14 OpCos has

highlighted signiﬁcant decarbonisation strategies we can implement to

reduce our carbon emissions. We have set a target to reduce our scope

1 and 2 emissions intensity by more than 60% within ten years of our

baseline and achieve net zero by 2050.

Our investment in network expansion, particularly in rural and semi-rural

areas, is giving millions of people access to reliable and high-quality

digital and ﬁnancial services, often for the ﬁrst time. We’re making

progress on building a diverse and inclusive workforce, where all our

people can develop their careers and reach their full potential. And we

continued to work on our landmark partnership with UNICEF, providing

educational resources, free of charge, to more than 250,000 children this

year on our way to reaching one million children by 2027.

Our partnership with UNICEF, for me, stands as a beacon for what our

business is all about. Education is a vital engine for social mobility, social

equality, and the elimination of poverty – alongside the services we

provide, it will unlock opportunity in Africa, and transform lives.

Olusegun Ogunsanya

Chief executive oﬃcer

10 May 2023

Our strategy for growth

in action

46.3%

41.3%

increase in data usage

increase in transaction value for

Airtel Money in constant currency

The more we serve, the more we succeed.

By delivering our strategy and growing

our business, we’re part of the process

of sustainable development. That’s what

we mean by transforming lives.

Airtel Africa plc

Annual Report and Accounts 2023

Our investment proposition

Our operations in 14 sub-Saharan

African countries oﬀer substantial

market potential across voice, data

and mobile money services.

We have the diversity and scale to deliver

aﬀordable telecoms and mobile money

services to our customers. Our accelerated

investment into our asset base, strong

brand recognition and eﬀective

distribution channels (both direct and

indirect) give us sustainable diﬀerentiation

in the market. We continue to deliver a

strong track record of growth and

improved operational performance. Our

lean and simpliﬁed operating model,

combined with our eﬀective management

team, has delivered double-digit revenue

growth, strong proﬁtability and cash ﬂow

despite inﬂationary pressures across

many of our markets. Strong country level

management teams with deep knowledge

of their markets are supported by

subject matter experts at Group level.

Our performance reﬂects the strength of

our risk management framework, which

ensures compliance with regulatory

policies across our markets. We also

beneﬁt from the strength and support

of our shareholder Bharti Airtel, one of

the world’s largest telecoms operators.

Led by our purpose of transforming lives,

with a customer-centric vision of enriching

the lives of our customers, we deliver

sustainable, proﬁtable and market-leading

growth through our six-pillar strategy:

‘Win with’… technology, distribution,

data, mobile money, cost and people.

We are reducing the digital divide and

enhancing ﬁnancial inclusion, including

through partnerships with governments

in the countries where we operate.

Our business strategy is underpinned by

our sustainability strategy, which ensures

environmental, social and governance

(ESG) considerations shape all the actions

we take to deliver on our ambitions.

We’re focused on digitising our own

processes and services as well as how

our customers use our products. We also

continue to leverage our substantial

infrastructure across the continent to

seek out new, proﬁtable revenue streams

by enhancing our service oﬀerings to

enterprises, including ﬁbre and data

centres.

Our strong balance sheet and conservative

capital structure allow us to fully execute

our growth strategy and create value for all

our stakeholders: customers, communities,

regulators and governments, partners and

suppliers, our people and our shareholders.

The countries we operate in have some of the youngest populations in the

world, and are projected to grow fast, contributing to sustainable growth in

our customer base. Combined with relatively low numbers of unique mobile

customers, low minutes of usage, low data consumption and limited traditional

banking services, this creates a huge opportunity for the continued growth of

Airtel Africa.

See overview of our market environment on

pages 20-21

Voice

Data

Mobile

Money

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Growth percentage is in reported currency

Return on capital employed (ROCE): The Group has revised the computation of

ROCE by grossing up the ‘equity attributable to owners of the Company’ for put

option provided to minority shareholders. The previous period ROCE has also

been restated for this change. See deﬁnition and reconciliation of our alternative

performance measures on pages 87-88

Revenue

Leverage

Operating

proﬁt*

Net cash

generated

from operating

activities*

Underlying

EBITDA and

margin

Return on

capital

employed**

Operating free

cash ﬂow*

Basic earnings

per share

Proﬁt

after tax*

FY’23

GAAP KPIs

APM KPIs

FY’22

$5,255m

1.4x

$1,757m

$2,208m

$2,575m

23.3%

$1,827m

$750m

$4,714m

1.3x

$1,535m

$2,011m

$2,311m

22.3%

$1,655m

$755m

Reported currency +11.5%

Constant currency +17.6%

+14.5%

Reported currency +11.4%

Constant currency +17.3%

Margin 49.0%

+10.4%

(0.6%)

+9.8%

Constant

currency

+23.3%

+37.2%

Constant

currency

+31.2%

Margin 49.0%

+40.5%

+82.0%

+20.7%

17.7 cents

16.8 cents

+5.2%

+86.5%

Our key performance indicators

Our KPIs give our Board and

management a clear sense

of where we are and where

we need to improve.

Financial KPIs

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 process.

Ensuring our KPIs are meaningful

and responsive

We monitor our strategic progress through primary operational KPIs

which include sites, data capacity, customer base, net additions,

average revenue per user (ARPU), usage per customer and Airtel

Money transactions.

Our key ﬁnancial KPIs are revenue, underlying EBITDA, operating proﬁt,

proﬁt after tax, operating free cash ﬂow, net cash generated from

operating activities, leverage, basic earnings per share, and return on

capital employed.

Further, our non-ﬁnancial performance KPIs linked to our sustainability

strategy are scope 1, 2 and 3 GHG emissions, energy consumption,

population covered and gender diversity.

We review our operational,

ﬁnancial and non-ﬁnancial KPIs regularly to

ensure that they are aligned with our strategy and organisational goals.

For more information about our sustainability KPIs, see

page 38

See deﬁnition and reconciliation of our alternative performance measures

pages 87-88

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

with selected ﬁnancial and non-ﬁnancial 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) on

pages 145-163

Airtel Africa plc

Annual Report and Accounts 2023

Our key performance indicators

continued

Operational KPIs – mobile services (consolidated)

Performance

During the year, we have deployed

more than 2,700 sites, reaching

31,500+ sites in total as of 31 March

2023. We have added 3,200+ sites on

4G and now 90% of our total sites are

on 4G. Furthermore, we have added

6,000+ km of ﬁbre (reaching 70,500+

km of ﬁbre as of 31 March 2023).

Network data capacity was increased

by 41.2% to 23,900+ terabytes (TB)

per day, with peak hour data utilisation

at 47.4%.

Performance

Our overall customer base grew by

9.0% to 140.0 million as of 31 March

2023. We continue investing in network

to expand our reach along with the

expansion of distribution infrastructure

to drive customer base growth in both

urban and rural markets. Our enhanced

distribution channel ensures availability

of SIM cards and recharge across

our footprint.

Customer base grew across all three

regions: Nigeria by 9.0%, East Africa by

9.7%, and Francophone Africa by 7.8%.

Performance

Data revenue was $1,787m, a growth

of 23.8% in constant currency (17.2%

in reported currency), led by both

customer base growth of 16.9% and

data ARPU growth of 9.3%.

Data ARPU increased to $3.0 per

customer per month. 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.

Performance

Our data customer base increased by

16.9% to 54.6 million as of 31 March

2023 and now comprises 39.0%

of our total customer base. Data

customer base growth was driven

by expansion of our data network,

increase in network data capacity

and smartphones in our network.

Our 4G customer base reached

26.5 million, a growth of 33%. Currently,

4G customer penetration stands at

48.5% (4G as percentage of our total

data customer base). Smartphone

penetration increased to 36.3% (from

34.2%), of which 65.4% are 4G enabled

smartphones (compared with 59% in

prior period).

25,368

28,797

31,546

12,070

16,949

23,931

FY’23

FY’22

FY’21

118.2

128.4

140.0

7.6

10.2

11.6

FY’23

FY’22

FY’21

1,157

1,525

1,787

2.5

2.9

3.0

31.2

34.6%

23.8%

FY’23

FY’22

FY’21

25.8

26.8

28.1

34.3

40.6

14.8

36.4%

46.7

19.9

39.0%

54.6

26.5

FY’23

FY’22

FY’21

Total sites and data

capacity

Customer base and

customer net additions

Data revenue and data

ARPU

Data customers, 4G data

customers and penetration

Total sites

number

Total data capacity

TB/day

Customer base

Customer net additions

Data revenue

Data ARPU

Revenue growth

Data customer

2G/3G/4G data customer

Data customer penetration

Performance

Our voice traﬃc grew by 16.0% to

439 billion minutes during the year,

driven by customer base growth of

9.0% and an increase in voice

usage per customer by 5.9% to

272 minutes per customer per month.

Our continued investment in sales and

distribution infrastructure and network

coverage helped us to grow voice

traﬃc. The growth of voice usage

per customer was mainly contributed

by East Africa region.

Performance

Voice revenue of $2,491m grew by

11.8% in constant currency (5.6%

in reported currency), led by both

customer base growth of 9.0% and

voice ARPU growth of 2.1%. The voice

ARPU growth was led by an increase

in voice usage per customer by 5.9%

(increased to 272 minutes per

customer per month). Voice ARPU

was $1.5 per customer per month.

FY’23

FY’22

FY’21

323

379

439

234

257

272

2,083

2,358

2,491

1.5

1.6

1.5

11.0

15.4%

11.8%

FY’23

FY’22

FY’21

Voice traﬃc and usage

per customer

Voice underlying revenue*

and voice ARPU

Voice traﬃc

bn mins

Usage per customer

mins

Voice underlying revenue*

Voice ARPU

Revenue growth

Performance

Total data usage increased by 46.3% to

2,704 billion MBs led by both customer

base growth of 16.9% and increase in

data usage per customer by 29.1%.

During the period, 4G data usage

contributed to 74.5% of total data

usage. Data usage per customer

increased to 4.4 GB per month (up from

3.4 GB per customer per month) while

4G data usage per customer increased

to 7.3 GB per month (from 5.5 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 (up by 3.5%

to 94.7%).

534

616

689

2,686

1,242

708

3,520

1,848

1,232

4,546

2,704

2,015

FY’23

FY’22

FY’21

Data usage, 4G data

usage and data usage

per customer

Data usage

bn MB

2G/3G/4G data usage

bn MB

Data usager per customer

Note: Growth percentages in KPIs are in constant currency unless speciﬁed

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Operational KPIs – mobile services (consolidated) continued

Operational KPIs – mobile money (consolidated)

Note: Growth percentages in KPIs are in constant currency unless speciﬁed

Performance

Our Airtel Money customer base grew

by 20.4% to 31.5 million as of 31 March

2023, representing 22.5% of our total

customer base. This growth was

largely driven by expansion of our

mobile money agents and merchant

ecosystems and continued investment

in our exclusive franchise channel of

kiosks and branches. Our enhanced

distribution channel ensures availability

of mobile money ﬂoat across our

footprint.

In Nigeria, mobile money services

(SmartCash) were launched in June

2022. Our initial focus has been to invest

in the platform technology, as well as

the business systems and processes

to ensure conﬁdence and reliability in

the platform.

Performance

Our mobile money transaction value

grew by 41.3% and Q4’23 annualised

transaction value crossed $102bn in

constant currency.

Transaction value per customer

reached $252 per month, an increase

of 16.4% in constant currency.

The increase in transaction value

was contributed to by higher cash

transactions, merchant payments

and mobile service recharges through

Airtel Money.

21.7

26.2

31.5

18.3

20.4%

22.5%

FY’23

FY’22

FY’21

191

223

252

FY’23

FY’22

FY’21

Airtel Money customer

base and penetration

Airtel Money transaction

value and transaction

value per customer

Mobile money base

Mobile money customer

penetration

Transaction value per customer

Mobile money transaction

value

$bn

Performance

Mobile services revenue increased to

$4,721m, up by 16.2% in constant

currency. Revenue growth was

recorded across all regions and key

services: Nigeria up by 20.3%, East

Africa by 13.4% and Francophone

Africa by 11.9%.

Mobile services revenue growth was

driven by both voice and data services:

voice revenue growth of 11.8%

and data revenue growth of 23.8%.

Mobile services ARPU was at $2.9

per customer per month, up by 6.2%.

Performance

Mobile money revenue was $692m, an

increase of 29.6% in constant currency

(25.1% in reported currency) driven by

32.6% growth in East Africa and 20.3%

in Francophone Africa, respectively.

The growth in transaction value per

customer by 16.4% resulted in mobile

money ARPU growth of 6.8%.

Mobile money revenue now accounts

for 13.1% of total Group revenue in

Q4’23.

3,592

4,294

4,721

2.6

2.9

FY’23

FY’22

FY’21

17.6

22.0

16.2

401

553

692

1.7

1.9

2.0

35.5

34.9%

29.6%

FY’23

FY’22

FY’21

Mobile services underlying

revenue and ARPU

Airtel Money revenue

and ARPU

Mobile services revenue

Mobile services ARPU

Revenue growth

Mobile money revenue

Mobile money ARPU

Revenue growth

Operational KPIs – mobile services and mobile money (consolidated)

Performance

Total revenue was $5,255m, an

increase of 17.6% in constant

currency, driven by both customer base

growth of 9.0% and ARPU growth of

7.4%. There was double-digit growth

across all reporting segments: mobile

services revenue in Nigeria grew by

20.3%, in East Africa by 13.4% and in

Francophone Africa by 11.9% (and

across the Group by 16.2%, with voice

revenue growth of 11.8% and data

revenue up 23.8%). Mobile money

revenue grew by 29.6%, driven by

32.6% growth in East Africa and 20.3%

in Francophone Africa. ARPU growth

of 7.4% was driven by all our key

services: with data contributing 4.2%,

voice contributing 1.1%, mobile money

contributing 2.2%, respectively.

3,888

4,714

5,255

2.8

3.2

3.3

19.4

23.3%

17.6%

FY’23

FY’22

FY’21

Total Group underlying

revenue* and ARPU

Group underlying revenue

Group ARPU

Revenue growth

Underlying revenue excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the year ended 2020/21

Airtel Africa plc

Annual Report and Accounts 2023

Our market environment

Airtel Africa plc

Annual Report and Accounts 2023

People across our markets are ‘mobile ﬁrst’, with mobile services the

ﬁrst and often only way they have to access telecoms, internet and

banking services. And among a population of more than 1 billion

people in sub-Saharan Africa, half of whom will be under 25 years old

by 2050*, there is huge scope to increase the reach and penetration of

eﬀective voice, data and mobile money services, and to include more

people in the digital economy. The need for accessible, aﬀordable

services has never been greater – as demand continued to rise in

2022 despite economic turbulence and inﬂationary shocks across

the region.

Mobile services: often the only way

to connect

Millions of people in our markets lack access to landline infrastructure,

and broadband penetration levels are far lower than in much of the

world. Mobile networks continue to be the primary source of voice and

data services for the vast majority of sub-Saharan Africans – which

means that our focus on expanding our networks and extending rural

coverage plays a vital role in including people in the mobile and digital

economy. In 2022/23, we invested $700m in capital expenditure,

predominantly in our networks, and there is a great opportunity to

expand coverage further. Mobile connectivity in our markets is still low

relative to other regions – though people’s appetite for connection

means it is growing fast. By the end of 2021, 515 million people

subscribed to mobile services in sub-Saharan Africa, representing

46% of the population – almost 20 million more than in 2020. It is

projected that there will be nearly 100 million new subscribers by

2025, taking the total number of subscribers to 613 million (50% of

the region’s population)

(i)

Accessibility will continue to underpin this growth: we added 2,700+

sites to our network in the past year and grew our customer base

by 9.0%.

Harnessing digitalisation as the engine

of growth

Africa’s future economic growth will be driven by digitalisation – which

places it high on the agenda of many governments in our markets.

Businesses and service providers need reliable, competitively priced

data in order to ﬂourish and generate economic value. Mobile

technology enables digital solutions and supports the growing use

of online channels by consumers, while eﬀective broadband can help

businesses thrive.

The GSMA estimated that in 2022, 40% of the adult population in

sub-Saharan Africa was connected to mobile internet services – a

rapid increase since 2001, when the ﬁgure was 1%, but there is clear

evidence that expansion still has far to go. The same report showed

there is also a usage gap: 44% of adults live in areas covered by mobile

broadband networks but do not yet use mobile internet services.

Smartphone adoption in our markets remains relatively low, at around

36.3%, although it improved by 2.1% in 2022/23. 4G coverage is

also expanding – our own 4G network now reaches 65.9% of the

population in our footprint, an annual increase of 3.3%. And in the

future, there will be a clear role for 5G – which is why we continued to

invest in 5G spectrum this year.

Our strategic focus on winning with data, supported by our expanding

digital products and content, Airtel TV, and our focus on supporting

enterprises, places us at the forefront of this digital opportunity –

which will transform lives while driving business growth.

For more information about Airtel Business, see

page 74

Mobile money – driving ﬁnancial inclusion

More people than ever now enjoy access to formal ﬁnancial services,

thanks to the growth of digital ﬁnancial services in sub-Saharan Africa.

Africa as a whole, which has historically been underserved by formal

banking, is now home to almost half of digital ﬁnancial services users

worldwide. And ﬁnancial services are critical to wider economic

development and opportunity: ﬁnancial inclusion is an enabler for

seven of the 17 UN Sustainable Development Goals (UN SDGs).

Africa’s domestic e-payments market is expected to see revenues

grow by approximately 20% per year, reaching around $40 billion by

2025, according to a 2022 McKinsey Report**.

Airtel Money is well-placed to be part of this opportunity. We continue

to build the mobile money ecosystems that help customers join

the digital economy, and to win new customers through services,

including interoperability, payments, micro-loans and international

money transfers.

For more information about our Airtel Money business, see

pages 72-73

Aﬀordability critical amidst

cost-of-living pressures

Global economic turbulence has had an impact on many of our

markets over the past year, with prices for food and fuel rising rapidly,

exacerbated in some markets by supply chain disruptions and foreign

exchange ﬂuctuations. Consumers have felt these inﬂationary

pressures keenly – and while demand for telecoms services continues

to rise, aﬀordability remains very important. We oﬀer pricing plans that

are simple and transparent, based on the principle of ‘more for more’

– meaning that the cost of connecting has fallen in real terms.

The competitive landscape continues to be dominated by a few large

competitors, with some smaller regional companies in some markets.

High demand across

sub-Saharan Africa

There is a clear runway for growth in

sub-Saharan Africa, where a young

and growing population demand

data, mobile voice, and mobile money

services to connect with each other,

do business, and unlock economic

opportunity.

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

So alongside price, we compete for customers through our range of

services, our advertising and brand image, the quality and reliability

of our service, and our wide coverage. Our focus on distribution is

designed to give us competitive advantage in recruiting and winning

new customers.

The overall economic picture in our markets is of subdued current

growth – but huge potential for the future. Real GDP in sub-Saharan

Africa is estimated to have grown by 3.6% in 2022, reﬂecting a

slowdown from 4.7% in 2021, and is forecast to remain at around

3.7% in 2023.

(iI)

Over the next three decades, however, the population

is set to nearly double, to around 2 billion, with 32.2% of the population

in our markets between the ages of 10 and 24 years, and GDP is

expected to grow at around 7%.

For more information about our ‘Win with’ strategy, see

pages 26-37

Managing risk, and contributing

to sustainable development

As in any business sector, telecoms in sub-Saharan Africa operates

against a background of risks and challenges, as well as opportunities.

Among these risks, currency devaluation and, in some cases this year,

shortages of foreign currency in local markets need to be carefully

managed and mitigated – this is addressed as a principal risk in our risk

management framework, which covers a range of strategic, ﬁnancial,

operational, governance and compliance risks.

Africa is also disproportionately aﬀected by climate change, which

presents a real risk to economies and communities. Our sustainability

strategy is designed to ensure we make a meaningful contribution to

the societies and economies where we live and work. We have been

working closely with The Carbon Trust over the last six months, to

develop a detailed pathway for the reduction of our greenhouse gas

(GHG) emissions. We have completed a detailed audit of our assets

and have identiﬁed speciﬁc programmes and initiatives to signiﬁcantly

reduce our scope 1 and 2 emissions. These initiatives have been

analysed across our footprint by a cross-functional taskforce which

has been established to oversee the project. This taskforce updates

the Sustainability Committee regularly.

For more information, see how we manage our risk on

pages 90-97

For information about our sustainability strategy, see

pages 38-55

Operating in a highly regulated sector

All telecommunication operators must work within the frameworks

created by governments and regulatory authorities, covering telecoms

regulations, banking regulations and licences. Alongside strict

compliance with regulations, we aim to work collaboratively with

governments to make sure we integrate our services into their key

initiatives and play our part in strengthening economies and

transforming lives.

In many markets, Know Your Customer (KYC) regulations apply –

these require customers to register their identity to access mobile

services. Providing easy access to a fast and compliant registration

process is a key part of our ‘Win with’ distribution approach. Data

security is another concern for regulators and consumers – and as

part of our sustainability strategy, we operate under the ‘Information

Security Management System’ (ISO 27001) certiﬁcation and the

‘Business Continuity Management System’ (ISO 22301) certiﬁcation,

which cover all mobile communication and mobile money operations.

For details, see our legal and regulatory framework on

pages 22-23

(i) GSMA Mobile Economy Report 2022

(ii) Regional Economic Outlook for Sub-Saharan Africa, October 2022 (imf.org)

According to the World Bank at www.worldbank.org/en/region/afr/overview

** https://www.mckinsey.com/industries/ﬁnancial-services/our-insights/the-future-

of-payments-in-africa

Population

65m

64m

GDP

$77bn

$70bn

Mobile customers

60m

54m

Unique mobile penetration

54%

Mobile money customers

41m

35m

Tanzania

2021

2022

Population

47m

46m

GDP

$49bn

$43bn

Mobile customers*

32m

30m

Unique mobile penetration

45%

43%

Mobile money customers*

24m

23m

Uganda

2021

2022

Population

20m

19m

GDP

$29bn

$22bn

Mobile customers

20m

Unique mobile penetration

57%

58%

Zambia

2021

2022

Uganda mobile customers and mobile money customers as of September 2022

Data sources:

•

Population and GDP from the International Monetary Fund (IMF)

•

Mobile customers and mobile money customers from respective telecoms

regulatory authorities’ published data

•

Unique mobile penetration report from Omdia market analysts

Our top six markets

Kenya

2021

2022

Population

54m

53m

GDP

$116bn

$110bn

Mobile customers

66m

65m

Unique mobile penetration

64%

61%

Mobile money customers

39m

35m

Nigeria

2021

2022

Population

219m

213m

GDP

$477bn

$441bn

Mobile customers

222m

195m

Unique mobile penetration

48%

47%

DRC

2021

2022

Population

99m

96m

GDP

$63bn

$57bn

Mobile customers

50m

47m

Unique mobile penetration

44%

43%

Mobile money customers

14m

Legal and regulatory frameworks

Airtel Africa plc

Annual Report and Accounts 2023

We engage with governments and

regulatory authorities to promote a

stable business environment that

supports governments’ goals for

the sector alongside the long-term

viability of our business.

The legal and regulatory frameworks we work within fall into

three categories: telecoms services, mobile ﬁnancial services

and broadcasting services. In some of our markets, there are

also competition laws.

We keep the regulatory framework under continuous review,

and publish signiﬁcant developments on our corporate website,

under ‘Regulatory news’. Here we describe the most signiﬁcant

developments in our largest markets this year.

Tax developments

In 2022/23 several governments reviewed their tax

arrangements:

Democratic Republic of the Congo

–

tax on

telecommunication services

In March 2022, the DRC government introduced a new telecoms

tax on usage. In October 2022, the provisions of the telecoms

tax were suspended and the government agreed to introduce a

ﬁxed tax based on each operator’s market share. This resulted in

reduced cost for operators.

Gabon

–

Finance Act 2023

In February 2023, the Finance Act 2023 introduced a tax on

mobile money at the rate of 0.5% of the revenues collected by

mobile operators.

Kenya –

tax on handsets and imported SIM cards

In July 2022, the new Finance Act re-introduced 10% excise

duty on importation of handsets and a KES 50 duty per unit on

imported ready-to-use SIM cards. This will impact the cost of

handset devices and the cost of services.

Niger –

Finance Law 2022

In December 2022, the Government of Niger introduced a stamp

duty of 2% of the value of the invoice of each contract that mobile

operators enter with suppliers. This tax increases the overall cost

of doing business in Niger. The ﬁnance law also abolished the

tax on incoming international traﬃc, thus lowering the cost of

incoming calls.

Tanzania –

Finance Act 2022

The Finance Act 2022 introduced amendments that resulted in

reduction of levies on electronic mobile money transfers and

withdrawals. This reduction has beneﬁted customers and resulted

in increased uptake of the services.

Zambia –

Finance Act 2023

In January 2023, the Finance Act 2023 abolished the two-tier

taxation system that existed in Zambia where corporations in the

telecommunication sector paid corporate tax at the rate of 40%,

with all other corporations paying 35%. This law harmonised

corporate tax across all sectors of the economy at the rate of

35%. The Act also reduced customs duty to 0% and 5% from

15% and 25%, respectively, for a period of three years, on

selected information and communications technology (ICT)

and telecommunications equipment to encourage uptake.

We operate within the laws and regulatory

frameworks of governments and regulatory

agencies to bridge the digital divide and expand

ﬁnancial inclusion in our markets – and we always

work to ensure that our operations meet local legal

and regulatory requirements.

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Financial services licences

Republic of the Congo –

electronic money issuer licence

On 19 December 2022, Airtel Mobile Commerce Congo S.A. was

issued with the ﬁnal licence to operate as an electronic money issuer

in the Republic of the Congo.

Gabon –

electronic money issuer licence

On 17 October 2022, Airtel Money S.A. (Gabon) was issued with the

ﬁnal licence to operate as an electronic money issuer in Gabon.

Niger –

electronic money issuer licence

In July 2022 BCEAO (Central Bank of West African States) licensed

Airtel Money Niger SA. to operate as an electronic money issuer

in Niger.

Nigeria –

Payment Service Bank (PSB) Licence

On 27 April 2022, the Central Bank of Nigeria issued SmartCash

PSB Limited with ﬁnal approval to operate as a Payment Service

Bank (PSB) in Nigeria.

Spectrum acquisitions

Democratic Republic of the Congo

In May 2022, Airtel DRC S.A. acquired 58 MHz of additional

spectrum spread across 900, 1800, 2100 and 2600 MHz bands, for

a gross consideration of $42m from Yozma, through a process that

involved the surrender of the licences by Yozma to the government,

and the direct acquisition of the spectrum by Airtel DRC S.A. which

was conﬁrmed by the modiﬁcation of the Airtel licences by the

State to incorporate the new spectrum. The licence for 10 MHz of

paired spectrum in the 2100 MHz band will come up for renewal in

September 2032. All the other licences will continue until July 2036.

Kenya

In July 2022, Airtel Networks Kenya Limited acquired 60 MHz in the

2600 MHz spectrum band for a period of 15 years upon payment

of $40m.

Nigeria

On 6 December 2022, the regulator conﬁrmed that Airtel Networks

Nigeria Limited (Airtel Nigeria) had emerged as the sole bidder in the

3.5 GHz spectrum auction. Airtel Nigeria was awarded one lot in the

3.5 GHz spectrum auction at a price of $285m for a period of ten

years from 1 March 2023.

On 8 December 2022, the regulator awarded Airtel Nigeria two slots

of 5 MHz each in the 2.6 GHz band for a period of ten years at a

price of $32m.

On 13 March 2023, the Nigeria Communications Commission

(NCC) oﬀered Airtel Nigeria the opportunity to renew its 2100 MHz

spectrum licence at a price of N58,659,955,200.00 (equivalent

of $150m) for a period of 15 years. Airtel Nigeria has accepted

the oﬀer.

Tanzania

In October 2022, Airtel Tanzania was awarded 80 MHz in the

3500 MHz band and two blocks of 15 MHz in the 2600 MHz

band at the price of $21m and $39m, respectively. The spectrum

was issued for a period of 15 years from the date of award.

Zambia

800 MHz and 2600 MHz band: on 14 July 2022, the regulator

awarded Airtel Zambia two blocks of 10 MHz in the 800 MHz band

at the price of $17m and one block of 50 MHz in the 2600 MHz

band at the price of $12m.

2.6 GHz spectrum: on 15 November 2022, Airtel Zambia was

awarded a further 40 MHz in the 2600 MHz band at the price of

$12m. The spectrum assigned to Airtel Zambia is renewable

annually at no additional cost for the duration of operating licences

until 2028.

Licence modiﬁcation in Rwanda

In 2022 the Government of Rwanda released their revised

broadband policy. This required the full liberalisation of the

telecommunications sector and proposed to move away from

technology-speciﬁc (2G, 3G, 4G) licences and services to

technology-neutral licences and services. It also removed the

restriction that previously existed in respect of access to spectrum,

which is typically used for 4G, 5G and future technologies. It also

involved the removal of the restriction in respect of direct provision

of services that fall within these categories of technology.

In January 2023, the regulator commenced the process of

modifying existing telecommunication licences to conform the

telecom licences to the requirements of the revised broadband

policy. Under the modiﬁed licence, Airtel Rwanda will be able to

access spectrum for 4G, 5G and future technologies and oﬀer

4G services using existing spectrum without restriction.

Submarine cable licences

Republic of the Congo

In June 2022, the regulator issued Airtel Congo S.A. with a

submarine cable licence for a period of ten years in preparation

of the landing of the 2Africa submarine cable in the Republic of

the Congo.

Tanzania

In August 2022, the regulator issued Airtel Tanzania plc with an

addendum to its national and international network facilities and

network services licences to extend their scope to allow for the

landing and operating of the 2Africa submarine cable systems

in Tanzania.

Uganda listing

Under Airtel Uganda’s National Telecom Operator (NTO) licence,

Airtel Uganda Limited (Airtel Uganda) is obliged to comply with the

sector policy, regulations and guidelines requiring the listing of part

of its shares on the Uganda Stock Exchange (USE). The current

Uganda Communications (Fees and Fines) (Amendment)

Regulations 2020, creates a public listing obligation for all NTO

licensees, and speciﬁes that 20% of the shares of the operator

must be listed within two years of the eﬀective date of the licence.

This imposed a listing requirement by 15 December 2022 on

Airtel Uganda.

On 17 June 2022, the Uganda Communications Commission

issued Airtel Uganda an extension of the listing obligation from

15 December 2022 to 16 December 2023 on condition that

the prospectus is submitted to the capital markets authority

for approval before 30 June 2023. Airtel Uganda is working

towards the listing with advisors and is conﬁdent it will meet the

required deadline.

Airtel Africa plc

Annual Report and Accounts 2023

Spectrum assets

in every

country, with multiple layers of

data capacity, including new

5G technology in six markets

A modernised network

oﬀering 2G, 3G, 4G and 5G,

largely on eﬃcient single

RAN technology

31,500+

network towers

and data capacity of

23,900+

terabytes per day

70,500+

km of ﬁbre across

our markets

4,000

employees

Other key inputs

and enablers:

•

Compliance with regulatory

frameworks in all markets

•

A sound capital allocation

strategy and ﬁnancial

management that targets

revenue growth ahead of

the market and underlying

EBITDA margin improvement

•

Mobile network partnerships

that outsource the

management and operation

of our network infrastructure

•

A strong management

structure with operating

companies in each market

that can leverage Group

expertise

•

Our sustainability strategy

which underpins everything

we do. It is aligned with the UN

SDGs and supported by goals

and active policies to respect

human rights, drive positive

social impacts, protect the

natural environment and

conserve resources

•

Sound and transparent

governance

•

A network of over 2,600

partners, including mobile

brands, IT companies and

telecoms infrastructure

providers

Voice

Data

Airtel Money

Other services

, including

ﬁxed-line telephony, home

broadband and data centres

A wide network of more than

2.6 million

retail touchpoints

supported by a digitalised

approach, including:

More than

79,500+

exclusive

retail touchpoints, including

minishops, kiosks and Airtel

Money branches

More than

304,000+

activating

outlets

Strategic collaborations

with regional and international

partners to oﬀer ﬁnancial

and money transfer services

Other key inputs

and enablers:

•

Eﬃcient Know Your

Customer (KYC) processes

•

Easier onboarding processes,

self-service through our

self-care MyAirtel app,

available in all markets

Our business model

Our dynamic business model is underpinned

by our sustainability strategy and delivers value

to stakeholders while transforming lives through

digitalisation and ﬁnancial inclusion.

Creating value for our stakeholders

Through a unique

distribution network that

is close to our customers

An eﬃcient network and business structure

in 14 markets across sub-Saharan Africa,

which we continually improve through

innovation

Delivering outstanding

services and products,

always aiming for

best-in-class

Our vision

Our vision is to enrich the

lives of our customers.

Our values

Alive

We act with passion and

a can-do attitude. Innovation

and an entrepreneurial spirit

drive us.

Inclusive

We champion diversity.

We’re at the heart of our

communities, and anticipate,

adapt and deliver solutions

that enrich the lives of the

people we serve.

Respectful

We act with humility and are

always open and honest.

We deliver on our promises

to customers, stakeholders

and each other.

How we create value

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

99.2%

of our customers use

pre-paid services

2.6+ million

people ﬁnancially empowered

through direct employment,

business partnerships and

our distribution network

5G spectrum

acquired in six markets, including

Massive MIMO technology

99%

of customer requests

processed digitally

Our purpose of transforming lives is supported by our sustainability

strategy, described on

pages 38-55

Our strategy is supported by a robust framework for monitoring and

managing risk, described on

pages 90-97

Creating value for:

Oﬀering simple,

digitalised customer

journeys and

competitive pricing

Simple

, convenient and

intuitive customer journeys

Straightforward

pricing

plans based on the principle

of ‘more for more’

A tailored

pricing strategy

that varies depending on

market position

Other key inputs

and enablers:

•

Marketing and brand-building

to increase consumer

awareness and build

customer loyalty

140 million

total customers

54.6 million

data customers

31.5 million

Airtel Money customers

Our customers

Convenient and competitive

services that enable people to

connect, live and work

Financial inclusion

and opportunity through

connections to local and global

economies

Our economies

Accelerated sustainable

development

through

ﬁnancial inclusion and

‘banking the unbanked’

Direct and indirect

contributions

of $2.1bn

in 2022/23 (vs $1.5bn in

2021/22)

2.6 million people earning

through working with Airtel

Africa

as entrepreneurs 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,

and disaster relief

Our shareholders

Constant currency revenue

growth of

17.6%

in 2022/23

Underlying EBITDA margin

49.0%

Total dividend of

5.45

cents

(interim and ﬁnal as

recommended by the Board)

To reach:

What makes us diﬀerent

There are many aspects of our

strategy and business model

that are unique to us. If we had

to choose three important ways

in which we stand apart from

the competition, they would be:

Rapidly expanding

coverage that’s

reliable and high quality

We have an extensive, resilient

and reliable 4G network that’s

meeting the growing demand

for data, we’re investing in 5G

capability, and our network

expansion programmes are

connecting the unconnected

in rural and urban areas.

Simple, transparent

pricing and service

Our straightforward pricing

models, simple ‘more for more’

oﬀers and intuitive customer

journeys are helping us to win

and keep customers.

A unique distribution

network

By building exclusive channels

and developing eﬀective,

digitised onboarding processes,

we’ve been able to grow our

customer base faster than

the market.

Our strategy

Airtel Africa plc Annual Report and Accounts 2023

Our

‘Win with’

strategy

Our ‘Win with’ strategy is

designed to deliver long-term

value for all our stakeholders,

and is underpinned by the

detailed framework of

environmental, social and

governance (ESG) objectives

in our sustainability strategy.

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

We’re transforming lives across sub-Saharan Africa through

products, services and programmes that foster ﬁnancial

inclusion, drive digitalisation and empower our 140 million

customers and their communities. We have a clear business

objective: to grow market share proﬁtably and create superior

enterprise value while delivering our sustainability strategy,

so we can continue to serve our vision of enriching the lives

of our customers.

Our ‘Win with’ strategy has six strategic pillars through which

we aim to deliver sustainable, proﬁtable growth. Underpinning

all these pillars are two constant themes: digitalisation, and

our commitment to contributing to sustainable development

through our sustainability strategy.

We aim to act as a responsible business at all times – and

to deliver on our promises. That means doing business

transparently and with a sound governance structure. It also

means being a good partner and an active contributor to

society, by creating jobs, paying taxes and respecting

the environment.

We work with the governments and institutions of the countries

in which we operate to develop and deliver our strategy – which

helps them realise their goals for sustainable development while

ensuring our strict and continued compliance with local laws

and regulations.

Win with

data

Win with

people

Win with

cost

Win with

distribution

Transforming

lives

Win with

technology

Win with

mobile

money

Our strategy

continued

Airtel Africa plc

Annual Report and Accounts 2023

Win with technology

We aim to create a leading, modernised network that provides

the data capacity to meet rapidly growing demand and

supports connectivity and digitalisation in our markets.

That means improving basic network uptime, quality and

resilience as well as expanding our network footprint and

our 4G capabilities, while developing our 5G capacity in

readiness for predicted 5G demand. To reﬂect the importance

of IT capabilities and technology in reaching our customers,

we renamed this pillar from ‘Win with network’ to ‘Win with

technology’ this year.

Our priorities

Expanding the reach of 4G coverage and building

capacity through our 2G>3G>4G approach

Investing in 5G spectrum to make our network

future-ready

Focusing on rural coverage expansion through new

site rollouts, recognising that access to a reliable

service is the critical ﬁrst step for reaching previously

underserved communities

Focusing on our network resilience and service

continuity, and adding capacity through aggregation

Building and modernising our network through

optimal end-to-end design, including spectrum

additions

Our progress

We continue to focus on delivering best-in-class service

and 4G networks in our markets, while ensuring our

network is ready for future 5G demand by investing in 5G

spectrum and technological capabilities in key markets.

Our goal is to be the market leader everywhere we

operate, while continuing to include more people in our

network, particularly in underserved rural areas. This

year we made signiﬁcant investments in our network,

technology and spectrum, while maintaining our services

in the face of challenges that included fuel price inﬂation

and fuel shortages – we also made progress in initiatives

with our suppliers to increase the use of renewable

energy and reduce fuel dependency.

As part of ensuring we are ready for 5G demand, in

addition to purchasing spectrum we grew our ﬁbre

infrastructure and tested our 5G capabilities. We

invested in data centres while exploring their potential

for additional revenue streams from third-party users.

We continued to improve our ﬁbre provision in metro,

intercity, and international networks, including through

cost-eﬀective partnerships and co-investment

programmes.

We increased data speeds as well as coverage. In

addition to our KPIs, below, we track our progress by

measures which include data consumption, which

increased from 1.8 million terabytes to 2.6 million

terabytes and the number of new sites in rural areas,

a target that supports our sustainability strategy: this

year we added 1,100 new sites in rural areas.

How we measure progress

We measure progress through several KPIs, described

on pages 18-19, including:

Total sites and data capacity: we deployed more than

2,700 additional sites, reaching 31,546 sites in total as

of 31 March 2023. During the year, we added 3,200+

more sites to 4G (90% of sites now on 4G) and added

an incremental 6,000+ km of ﬁbre (70,500+ km of ﬁbre

as of March 2023). Data capacity increased by 41.2%

to 23,900+ terabytes (TB) per day, with peak hour data

utilisation at 47.4%. In addition, 42.9% of our sites are in

rural locations and our network availability is 99.61% as

of 31 March 2023.

For more information about our principal risks, see

pages 90-97

For more information about our sustainability progress,

see

pages 38-55

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Win with distribution

We aim 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 distribution network empowers our business by

extending our brand and ability to oﬀer inter-linked services,

as well as through customer recruitment and retention.

Our priorities

Strengthening our distribution infrastructure to win

more quality customers by increasing our depth and

width, with a particular focus on rural areas

Enhancing the customer’s experience through

simpliﬁed digital customer onboarding processes,

including the Know Your Customer (KYC) process

Cross-selling new digital services to our existing

customer base

Broadening our oﬀer to enhance usage and ARPU,

while further granulating our approach to distribution

so we can focus faster and more responsively

on the needs and issues of customers in smaller

geographies, increasing our net customer reach.

Our progress

We have continued to expand our distribution network

to get closer to customers and increase our visibility,

developing our infrastructure and achieving net additions

as reﬂected in the KPIs.

Our physical distribution network remains key to our

success, and we expanded our ecosystem of customer

activation outlets from 251,000+ to 304,000+ this year,

while consolidating the services we can oﬀer at a single

outlet. At the same time, we’re enhancing our digital

distribution capability to stay ahead of the penetration of

smartphones, and we remain focused on MyAirtel app

and other self-serve functionality. Fast, eﬀective digital

onboarding is also a continuing priority, bringing new

customers to our service in ways that are 100%

compliant with local Know Your Customer (KYC)

requirements while being as eﬃcient as possible,

including by recording biometric information where this

is a requirement. Through digital registration, most

onboarding processes are achieved in ﬁve minutes

or less.

We tackled a number of challenges over the year. We

addressed shortages of SIM cards in some markets

by integrating SIM sales with onboarding and have

enhanced our oﬀer for e-SIM-capable smartphones.

The increasing uptake of the MyAirtel app has helped

mitigate currency shortages in some markets.

As smartphone penetration increases and our 4G

network expands, we expect further migration from voice

to data services, and we look for further opportunities to

recruit data customers, such as our partnership with New

World TV in 2022, which enabled Airtel TV subscribers

in the Democratic Republic of the Congo (DRC), Republic

of the Congo, Gabon, Chad, Niger, Madagascar and the

Seychelles to enjoy exclusive, live access to all FIFA World

Cup 2022™ matches.

How we measure progress

We measure distribution through several KPIs, described

on pages 18-19, including:

Customer base and net adds: our customer base grew

by 9.0% to 140 million as of 31 March 2023. Customer

activating outlets grew by 21.0% to 304,000+. The

overall growth reﬂects our investment in sales and

distribution infrastructure, including our exclusive Airtel

Money distribution channel of kiosks and branches.

Our enhanced distribution channel ensures availability

of SIM cards, recharge cards and money ﬂoat.

For more information about our principal risks, see

pages 90-97

Zambia: delivering excellent

execution to reach more

customers

Excellent execution is key to winning with

distribution. Everywhere we operate we aim

to increase our productivity, accelerate our

subscriber growth and improve our market

share. Across the Group, we focus on

aligning our distribution and marketing

campaigns, and continue to identify

opportunities for productivity improvements

in areas that are typically underserviced

– what we call ‘hyper-growth’ opportunities,

which can be rural or urban depending on

local circumstances.

This year, Airtel Zambia was a high-

performing market, delivering on distribution

by getting closer to customers – as of

31 March 2023, we had 189,000+

distribution touchpoints (recharge selling

outlets and Airtel money agents) across

the country, an increase of 39.5% year-on-

year, and 117,000 Airtel Money agents,

an increase of 47.5%.

Those distribution touchpoints are nurtured

– we want people to want to work with us, so

we’ve built our employer brand and reward

structure for the people who work for us

directly, and people who earn through

working with Airtel Zambia. Our team

supervises the network carefully, visiting

sites to check they have suﬃcient ﬂoat, and

helping our agents understand the business

case for each Airtel Africa oﬀering, so they

can more eﬀectively serve customers.

Our ecosystem of distribution touchpoints is

also carefully targeted: our cluster planning

makes our distribution more eﬃcient, and

we aim to ensure customers can access SIM

cards, recharge and mobile money at every

site. Our My Airtel app is also playing a vital

role in Zambia, as described on page 47.

As a result, our revenue in Zambia grew by

32.4% in 2022/23, driving revenue growth

for both data and mobile money services.

Our customer base in Zambia grew by 15.1%

to 8 million customers.

For more information about our East Africa

business, see

pages 68-69

Our ‘Win with distribution’ strategy in action

39.5%

increase in distribution touchpoints

37,000+

increase in Airtel Money agents

Ifwe ba Airtel,

twalipalamina mu

kutangata abekala

calo.

The proximity of

Airtel touchpoints is

convenient as ever.

Evans Mulenga

Lusaka, Zambia

Airtel Africa plc Annual Report and Accounts 2023

Our strategy

continued

STRATEGIC REPORT

The Democratic Republic of the

Congo: demand for data resilient,

even in challenging times

Across our markets, demand for data

continues to grow fast – even in a year in

which many customers felt the pressure of

fuel shortages and food price inﬂation. It

shows that if we can stay ahead through

the strength of our technology and

distribution networks, there is clear

potential for future growth.

In the DRC, for example, we were able to

grow our 4G data customer base by 37.5%

to 1.9 million and increase 4G customer

penetration as a percentage of our total data

customer base to 47.5% – this means that

alsmost half of our data customers are using

4G technology in the DRC. This growth in

customers came at a time of signiﬁcant

data demand. To support this expansion,

we reinforced our 4G network, which added

280+ sites in the DRC over the year, while

strengthening our ability to get close to

customers through our distribution system.

Boosting our smartphone oﬀer through

competitive pricing has also played an

important role in the DRC, alongside the

reliability of our network – and we took steps

to widen our supplier base and increase the

frequency of supplies.

These investments have paid oﬀ: our total

data usage in the DRC increased by 63% to

183.2 million GB.

For more information about our Francophone

Africa business, see

pages 70-71

Our ‘Win with data’ strategy in action

37.5%

growth of our 4G customer base

63%

increase in data usage

Rapide, de bonne

qualité et abordable.

Speedy, good quality

and aﬀordable.

Sarah Kabwende

Kinshasa, DRC

Airtel Africa plc Annual Report and Accounts 2023

Airtel Africa plc

Annual Report and Accounts 2023

Win with data

We aim to maximise the value of data-based services and

increase data penetration in all our markets. That means

encouraging smartphone ownership and increasing

data usage at scale, while increasing access to the digital

economy for customers in all our markets.

Our priorities

Leveraging our 4G network for data ARPU and

revenue growth and using our technology to win

and/or maintain market leadership

Investing in 5G capabilities to be ready for future

demand

Smartphone oﬀerings for all new handsets through

well-priced, transparent bundles

Further developing our wireless home broadband

business

Developing innovative products and data solutions

for corporate and SME customers through Airtel

Business

Continuing to focus on data security for our

customers in line with our sustainability strategy

Our progress

Driving success in our ‘Win with data’ pillar is closely

linked to our ability to extend and maintain fast, reliable

networks, and to being close to our customers through

our distribution organisation. This year we saw the

number of data customers rise to 54.6 million alongside

the expansion of our 4G network and the continued

increase in broadband customers. Our data capacity

grew rapidly to 23,900+ TB per day, and we added

3,200+ 4G sites to our network, which means we’re

including more people than ever, as well as oﬀering higher

speeds and capacity. Our investment in 5G spectrum and

capabilities in Kenya, Nigeria and Zambia ensures we will

be ready to meet 5G demand. The strong presence of

our outlets and our marketing investment support this

network advantage. To keep customers’ data secure,

we now hold certiﬁcation in ‘Information Security

Management System’ (ISO 27001), and ‘Business

Continuity Management System’ (ISO 22301), which

cover all mobile communication and mobile money

operations in all our markets.

While the rate of smartphone penetration growth slowed

this year in many markets as consumers faced cost-of-

living pressures, we continued to recruit smartphone

users, driven by innovative products and partnerships

with smartphone sellers. A range of oﬀers and products

drove increased usage, including Airtel TV. Overall, data

usage grew by 46.3%, demonstrating the strength

of demand.

How we measure progress

We measure data through several KPIs, described on

pages 18-19, including:

Data customers, 4G data customers and penetration.

Our data customer base increased by 16.9% to

54.6 million as of 31 March 2023, and now constitutes

39.0% of our total customer base. Our total data

usage increased by 46.3% to 2.6 million TB. Data

usage per customer per month reached 4.4 GB, an

increase of 29.1%. 4G data usage contributed 74.5%

to total data usage.

Data revenue grew by 23.8% and data ARPU was $3.0,

up by 9.3% in constant currency.

For more information about our principal risks, see

pages 90-97

For more information about our sustainability progress,

see

pages 38-55

STRATEGIC REPORT

Our strategy

continued

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Win with mobile money

We aim to accelerate the digital ecosystem by rapidly

enabling Airtel Money services in all our markets,

harnessing the ability of a proﬁtable mobile money

business to enhance ﬁnancial inclusion in some of the

most ‘unbanked’ populations in the world.

Our priorities

Further strengthening our distribution channel

of kiosks, mini shops and dedicated Airtel Money

branches, so customers can access assured ﬂoat

and cash

Build and scale Airtel Money across all our markets

Continuing to recruit customers from our mobile

services base using recharge as an enabler

Make Airtel Money the currency of choice by

expanding our mobile money portfolio through

additional mobile money services, including

merchant payments

Enterprise and digital payments, including

commercial payments, beneﬁt transfers, loans

and savings

Developing our ﬁntech services as we move towards

providing platform services (loans and international

money transfers)

Focusing on technology as an enabler and

competitive advantage

Our progress

We have widened our customer base and driven

increased revenues while substantially increasing the

reach and depth of our mobile money oﬀer. We continue

to focus on our distribution network and ﬂoat availability

through our Airtel Money branches, which expanded

by 11.5% in 2022/23, and kiosks, which increased by

10.8%. We also increased the number of multi-brand

agents in our network by 44%. This has resulted in the

growth of our customer base to 31.5 million and we

encourage female customers who are historically

underserved by ﬁnancial services in many of our markets

to use our ﬁnancial products and services. We continue

to use recharges as an enabler for recruiting customers

from our mobile services base.

We have invested in our technology and our people to

ensure we have the capabilities and skills we need to

increase Airtel Money’s acceptance as the currency of

choice across the ﬁnancial ecosystem. Among other

metrics, this has seen the value of international money

transfers increase by 33.7%.

At the same time, we began to gear up our oﬀering in

Nigeria following the granting of our Payment Service

Bank (PSB) licence by the Central Bank of Nigeria in

April 2022.

How we measure progress

We measure mobile money progress through several

KPIs, described on pages 18-19, including:

Airtel Money customer base and penetration: our Airtel

Money customer base grew by 20.4% to 31.5 million.

Airtel Money transaction value and transaction value

per customer: our transaction value grew by 41.3%

to $88.6bn in constant currency. Transaction value

per customer grew by 16.4% in constant currency.

Airtel Money revenue grew by 29.6% and Airtel Money

ARPU was $2.0, up by 6.8% in constant currency.

For more information about our principal risks, see

pages 90-97

For more information about our sustainability progress,

see

pages 38-55

Making wallet payments easier:

‘quick loans’ in Uganda

Improving customer experience is an

essential part of accelerating the digital

ecosystem – so we’re focused on making

mobile money services as seamless and

trouble-free as possible. Our ‘quick loan’

product is designed to do just that – helping

customers make payments when and where

they want to, reducing the number of failed

transactions, and smoothing the mobile

money experience.

We introduced quick loans after spotting

the number of failed transactions that

resulted from customers having insuﬃcient

funds in their mobile wallets to cover the

transaction value or their fees. We oﬀer a

one-time instant loan to cover the fee or

value, up to their credit limit. The loan

attracts a low fee, and is available for buying

goods and services, paying bills, buying

airtime, or money transfers – whatever the

customer needs.

The product has rapidly become very

popular in markets such as Uganda, which

was among the ﬁrst to pilot it. Demand in

Uganda had reached $7.9m per month by

March 2023 – often driven by customers

such as micro-traders who choose to buy

their stock in the morning and repay their

loan in the evening after trading. The

866,000+ quick loans taken up by 254,000+

customers in Uganda have opened up new

ﬁnancial inclusion opportunities for young

enterepreneurs like Ivan Baguma who runs

his health supplements business in Kampala.

It has also helped to drive 20.5% Airtel

Money revenue growth in Uganda in

2022/23.

For more information about our East Africa

business, see

pages 68-69

Our ‘Win with mobile money’ strategy in action

20.5%

Airtel Money revenue growth

$7.9m

monthly disbursement of instant

loans in Uganda

Okwewola kwesimu

kunyambye nyo mu

bisinesi yange.

Quick loans help me

grow my business.

Ivan Baguma

Kampala, Uganda

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Our strategy

continued

Building opportunity for the careers

of the future

The digital opportunity is full of

transformative potential – for our customers

and communities, and for our employees.

In October 2022 we launched our ‘Women

in Tech’ programme to help ensure that our

most promising female talent – those who

scored high performance marks in several

consecutive years – contribute their skills

and expertise to key projects.

The 12-month programme focuses on

business challenges in the digital and tech

space – with participants working together

to identify and design complete business

solutions that address some of our biggest

opportunities. The 58 women taking part in

our ﬁrst programme are being mentored by

senior leaders and female Board members

and will present their proposals and business

plans to our executive team at the end of

their training.

‘Paying it forward’: inspiring the

female talent of tomorrow

This programme is open to any high-

performing woman working in areas with

a strong technical focus and aims to

accelerate participants’ career potential

through training in design thinking, problem

identiﬁcation and problem solving, and

presentation skills.

It reﬂects our commitment to providing

opportunities and support to female

employees as part of building gender

equality in our workforce. It is also an

example of our ‘pay it forward’ philosophy,

because the participants in the course are

already inspiring and mentoring other

talented women in our business, including

through a global seminar on International

Women’s Day in March 2023.

Our ‘Win with people’ strategy in action

participants in ‘Women in Tech’

42%

internal promotions

We place the right

people in the right jobs,

with the right skills.

Rogany Ramiah

Chief human resources oﬃcer

Airtel Africa plc Annual Report and Accounts 2023

Our strategy

continued

Airtel Africa plc

Annual Report and Accounts 2023

Win with cost

We aim to achieve an eﬃcient operational model, leading

to an eﬀective cost structure and improved margins.

This enables us to build large incremental capacity at low

marginal cost.

Our priorities

Our cost-eﬃciency initiatives, which seek to optimise

site operational and maintenance expenses, and

bandwidth cost

A detailed analysis of expenses with the aim of improving

operating margins in individual markets

Ensuring fail-safe network design with optimal cost

structures, for example through multiple ﬁbre routes

and high-capacity indefeasible right of usage (IRUs)

Increasing availability of digital recharges and

self-care services

Our progress

The aim of our cost model is to ensure that we can

provide substantial additional capacity to serve our

customers in all our markets, at marginal additional cost.

We do this through optimising our network design, a

constant focus on value in our inputs and our contracts,

and volume optimisation.

This year, rapid increases in the cost of the fuel we need

to run our sites placed signiﬁcant pressure on our cost

base, while devaluations and currency shortages in

some markets also created headwinds. SIM card price

increases added to costs. However, we were able to

maintain underlying EBITDA margins at broadly similar

levels to 2021/22 thanks to a range of cost initiatives,

including close collaboration with suppliers.

We continue to look for areas where we can share costs

and increase our operational resilience while improving

our oﬀer to customers – for example, by exploring options

for partnerships on ﬁbre or data centre resources.

How we measure progress

Underlying EBITDA for 2022/23 was $2,575m, up by

17.3% in constant currency. Underlying EBITDA margin

was 49.0%.

For more information about our principal risks, see

pages 90-97

For more information about our sustainability progress,

see

pages 38-55

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Win with people

We aim to be the employer of choice with a diverse and

inclusive work environment that continues to foster

a culture of high performance, employee wellbeing,

skills enhancement and coaching. We have a long-term

commitment to our people and our employer brand.

Our priorities

Ensuring we have the right people in the right jobs, with

the right skills and at the right cost

Accelerating our diverse pipeline of talent to meet current

and future business needs

Improving leadership and functional skills through

coaching, our digital learning platform, functional learning

programmes and cognitive assessments

Digitising our people processes to improve the overall

employee experience and make Airtel Africa an even

more engaging place to work

Continually improving our processes and procedures and

evolving our work environment to ensure we remain an

attractive employer that recruits and retains the best

Our progress

Our business depends on having the right people in the

right jobs, with the right skills. We have continued to focus

on talent, capability and technology to bring the best out

of our people and deliver the best results for the business,

and our Group’s overall results in the face of global and

local headwinds this year demonstrate that we are on the

right track. In 2022/23 we continued to apply a ‘build or

buy’ succession strategy, and our internal development

programmes resulted in a 42% internal promotions

into new or existing roles, while we also reduced our

‘time-to-hire’ time signiﬁcantly. Our Airtel Africa mobility

programme, designed to support talent development and

skills transfer across the Group, enabled high-potential

employees to deepen their skills and enhance experience

through cross-functional, cross-border roles.

Our gender diversity stands at 26% women in our

workforce, and we launched our ‘Women in Tech’

programme to further develop our pipeline of

female talent.

As our ways of working are underpinned by a strong

governance framework, we also built our people’s

understanding of the Code of Conduct through a

mandatory refresher training course available in English

and French, and ensured all new hires were trained in our

global Code of Conduct.

Digitalisation is an important part of our approach, and

we continued to develop our digital learning platforms

and expand the ways in which we engage with

employees. Our employee engagement survey continues

to provide us with regular insight and feedback from

our people.

Further details of our engagement and programmes,

including our employee assistance programme, are on

pages 44 and 45 in the stakeholder section.

How we measure progress

We measure our progress on people through a number

of KPIs, including:

•

Diversity – by gender (26% women in our workforce,

29% women in ExCo at the OpCo level) and nationality

(employees from 39 nationalities).

•

Skills development – we delivered key functional and

leadership training through accelerated on-demand

learning programmes, which in return improved

productivity and overall performance.

•

Employee engagement – our bi-annual employee

engagement survey achieved a 91% response rate

in 2022/23, a 4% improvement from 2020/21

engagement level, with an overall engagement score of

81% which is a 2% increase from the previous score.

•

Voluntarily attrition rate is 13%.

For information on how we manage our risk, see

pages 90-97

For more information about our sustainability progress

and commitments to our people, see

pages 38-55

Our sustainability strategy

Airtel Africa plc Annual Report and Accounts 2023

Sustainability KPIs

Our sustainability strategy

framework and long-term

goals underpin our business

strategy and ensure that

our corporate purpose of

transforming lives is at the

heart of everything we do.

Transforming

lives

Scope 1 and 2 emissions*

114,842

(tCO,e)

Total energy consumption*

192,097,364

(kWh)

Population covered by mobile network**

79.45%

Gender diversity**

26%

GHG emissions and energy consumption calculated as of

31 March 2023

** as of 31 March 2023

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

Pillar 1

Our business

Pillar 3

Our community

Our ambition is to increase

digital inclusion in Africa

through the expansion and

increased reliability of our

network. This will provide the

connectivity to contribute

to the economic growth

of individuals, families,

communities and nations

across the continent.

Our ambition is to drive

digital and ﬁnancial inclusion

and access to education for

people and communities

across Africa through the

provision of data and mobile

services underpinned by

our network expansion.

This is vital to the positive

transformation of lives

across Africa.

Our ongoing commitment is

to provide rewarding

employment opportunities

and to achieve genuine

diversity and inclusion at all

levels across the business.

This goes to the core of who

we are.

Our ambition is to address

and minimise the impact

of our operations on the

environment. This is critical

for the world in which we live.

SDG alignment

We describe progress on

our business pillar on

pages 40-43

We describe progress on

our community pillar on

pages 46-52

We decribe progress on our

people commitments on

pages 44-45

We describe progress on

our environment pillar on

pages 52-55

Goals

Data security

Service quality

Supply chain

Goals

Digital inclusion

Financial inclusion

Access to

education

Pillar 2

Our people

Pillar 4

Our environment

We published our sustainability strategy in October 2021 – a

blueprint for the future of our business, the people we employ

and the communities we serve. A year later, in October 2022,

we published our inaugural Sustainability Report. It is aligned

to the requirements of the Global Reporting Initiative (GRI)

and the Task Force on Climate-related Financial Disclosures

(TCFD) reporting standards. It also provides full data and

detailed updates on our progress against our goals and

targets, including speciﬁc information on our sustainability

governance and partnerships. In both our sustainability

strategy and the Sustainability Report 2022, we committed

to full transparency in our reporting and to regular and timely

updates on our progress.

Ahead of the publication of our next Sustainability Report

in 2024, we’re taking this opportunity to provide our

stakeholders with a summary of our sustainability-related

work over the last six months.

Our sustainability strategy

framework

A clear framework is essential to ensure that we remain

focused on the delivery of every aspect of our strategy and

to provide clarity in our reporting.

Our materiality assessment identiﬁed a broad range of

topics relevant to our entire business – these are vital, and

addressing the challenges will support our company’s

purpose to transform lives for people, families, communities

and businesses across the African continent.

Our framework also provides a structured approach for the

programmes which are implemented in our 14 markets.

Commitments

Diverse and inclusive

workforce

Training and

development

Healthy and safe work

environment

Employee engagement

Goals

Reduction of

GHG emissions

Environmental

stewardship

Airtel Africa plc

Annual Report and Accounts 2023

Our sustainability strategy

continued

This pillar of our sustainability strategy underpins

our commitment to transform lives across Africa

through the provision of safe, reliable and resilient

connectivity to drive economic growth and

development. Our ambition is to increase digital

inclusion across the continent through the

expansion and increased reliability of our network,

to keep our customers’ data safe and protected

at all times, and to ensure our entire value chain

adheres to our ESG principles.

Our data security goal

Our commitment is to guarantee that our data

privacy and security controls are among the best

in the world. It is our highest priority material topic.

Our goal is to establish industry-leading data

security for our customers. We will achieve this

through investment in technology and expertise,

updated processes, and consumer awareness,

delivered through programmes with clear targets

and timelines.

MATERIAL TOPIC:

DATA SECURITY

attack. We have also published comprehensive online safety

information on all our consumer-facing websites to help customers

protect their digital identities and personal information.

To complement a redesign of our vulnerability management

programme, in February 2023 we appointed an independent partner

to test for weaknesses in our external facing assets. We have also

upgraded our privilege access management solution which ensures

no unauthorised access to data. This work has been completed in

January 2023.

We have put Group-wide cybersecurity insurance in place to reduce

our exposure to the impact of any unsolicited and unwanted

cybersecurity events. In addition, as part of our security incident

management implementation, we enhanced our process to provide

a robust response in case of any security attack. Our dedicated 24/7

security team is responsible for continuously monitoring ‘attack

surface’ to stop breaches by minimising risk from exposed assets

and involve relevant stakeholders, as necessary. We also engaged

an external security organisation, which monitors for cyber attacks

and can respond to incidents when needed. For more information

on our principal risks, see pages 90-97.

We updated our ransomware protection policy

Ransomware is when malicious attackers encrypt an organisation’s

data and demand payment to restore access. In February 2023 we

updated our ransomware protection policy to guard against this

growing cyberthreat.

This policy is designed to minimise and manage the risks associated

with ransomware attacks on Airtel Africa. The updated policy sets out

the mechanisms we have in place to identify our risk of a ransomware

attack, and the controls around people, process and technology we will

implement if a risk is detected.

Pillar 1

Our business

Our data security in action

Information security week – raising

awareness among employees

Information security is a key focus area for us and our

stakeholders – and we know it needs to be a shared

responsibility for everyone at Airtel Africa. In February 2023,

we launched our internal information security awareness week

in three of our markets, helping our employees understand

best security practices so they can help us reduce the

possibility of service outages due to security incidents, data

breaches, potential ﬁnancial losses and reputational damage.

During the week, interactive events and activities in Tanzania,

Uganda and Zambia focused on awareness activities and

information security training, with online quizzes and contests

to bring security messages to life, and ‘cyber-mascots’ who

toured our oﬃces to deliver spot quizzes.

We’ve seen a rapid increase in awareness in the markets

where the awareness week was launched – and will extend

the scheme to other markets in 2023/24.

external security tests

16%

increase in number of

security applications and

platforms

1,475

people trained during

‘phishing’ simulation

We aim to establish an internal control framework that

aligns with industry standards and create internal

capability to reduce our dependency on partners.

We recognise our responsibility to provide customers with best-in-class

protection for their personal and ﬁnancial information.

Our focus areas:

•

Conﬁdentiality

– protecting information from being exposed to

unauthorised parties and keeping sensitive information private.

•

Integrity

– ensuring the constant reliability of our data, networks

and systems.

•

Availability

– ensuring authorised users have access to the

systems, networks and data they need, and resolving hardware

and software conﬂicts to build design resilience.

Certiﬁcation has been a key focus for us in the last six months. In

addition to preparing for the second annual audit of our ISO 27001

ISMS and ISO 22301 BCMS certiﬁcation, in November 2022 we

started working towards ISO certiﬁcation for SmartCash PSB

(Payment Service Bank) Nigeria. These standards are vital in helping

us establish a robust management framework and ensuring business

and operational continuity. We have also introduced an industry-

leading ‘email gateway solution’ which will manage and ﬁlter all

inbound and outbound email traﬃc to protect our organisation from

email-borne threats and data leaks. We anticipate this will be fully rolled

out by the end of 2023.

To help our people and partners keep their information secure, in

December 2022 we conducted a phishing simulation and have made

training available to all employees and suppliers to reduce the risk of an

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Our service quality goal

Our goal is to provide underserved communities

with access to reliable network and connectivity

across our 14 markets.

Providing network accessibility to rural areas is

key to building digital inclusion. We will achieve it

through the rollout of new infrastructure sites and

technology, improved fibre connectivity and capacity

delivered through programmes with clear targets

and timelines.

MATERIAL TOPIC:

SERVICE QUALITY

We aim to create a leading, modernised network that

can provide data capacity to meet rapidly growing

demand and enhance connectivity and digitalisation

in our markets.

By expanding our network, we’re helping to build digital inclusion for

communities across Africa.

Our focus areas:

•

Accessibility

– increasing the percentage of the population in each

of our markets – including in rural areas – who have access to our

services.

•

Delivery

– increasing the availability of our latest technology service

oﬀerings and products to all our customers.

•

Reliability

– ensuring our customers have access to reliable

connectivity and high bandwidth capacity.

Over the last six months, we have expanded rural coverage through

new site rollouts and site modernisations to ensure uninterrupted

network resilience and service continuity. We continued to deploy

optimal end-to-end design, including spectrum additions in several

markets, latest RAN (radio access network) technology and ﬁbre

rollout, and best-in-class voice service quality.

At the close of our ﬁnancial year, over 79.45% of the population in our

markets had access to our network and over 65.88% of the population

was covered by 4G. This is in line with the rollout timeline we had set.

We’re also readying the business for 5G demand. Alongside acquiring

5G spectrum, we had made preparations for 5G launch in Nigeria,

Kenya, Zambia and Tanzania by 31 March 2023. Work is underway

to prepare for the launch of 5G in another two markets in 2023/24.

Expansion of coverage

Total sites

31,546

Sites with 3G

30,866

Sites with 4G

28,476

Not only does 5G provide optimal service to our customers, it was also

designed – from its inception – to be highly energy eﬃcient. Moving

data over 5G uses 90% less energy than LTE (long-term evolution)*

and 5G workloads can be uploaded to the cloud where any associated

emissions become the shared responsibility of the entire value chain.

As part of our sustainability strategy, we have set a commitment to

achieve net zero greenhouse gas emissions by 2050. Energy eﬃciency

– and the contribution of 5G – is a critical consideration in this.

Airtel Seychelles awarded top certiﬁcate for data

centre design

In October 2022, following a robust assessment, Airtel

Seychelles’ data centre was awarded EPI Conformance’s

T3 Certiﬁcate for its architecture, telecom, electrical and

mechanical facilities.

Airtel Tanzania completes its passive marine cable

landing station

In October 2022, we completed our second passive marine

cable landing station (MCLS) in Dar-es-Salam, Tanzania. This is

a signiﬁcant addition to our existing MCLS in Mombasa, Kenya.

Airtel Africa scores top position in FBNI competition

In the three months to December 2022, Facebook Networks

ranked Airtel Africa as having the best user experience (based

on 3G and 4G weighted average download speeds) in 13 of

our 14 markets. This ranking is updated on a quarterly basis by

our network insight partner, Meta portal. This means that our

customers enjoy the fastest download and streaming speeds

in those markets.

Airtel Zambia receives TechTrend Zambia Awards

2022: #TTZAwards22

In March 2023, Airtel Zambia received the TechTrend Zambia

award under the category ‘Best Mobile Service (calls and

SMS)’. This award recognises Airtel Zambia’s achievement in

oﬀering best calling and messaging services with a particular

focus on quality and reliability of our network coverage, fast

data speeds, aﬀordability and excellent customer service.

We have soft launched VoLTE (voice over long-term evolution) in

Kenya, Nigeria, Uganda and Zambia and will begin trials in the DRC

and Tanzania in 2023/24. We have also launched several campaigns

to promote attractive voice bundles to our customers.

Our uninterrupted mobile service reliability – or quality of experience

(QoE) – has also improved. Our network availability is now the highest

ever for the business pan-Africa combined RNA (radio network

availability) with a value of 99.61% as of 31 March 2023. At 91.07%,

our voice quality index is also at an all-time high, as is our DQI (data

quality index) of 87.86% as of 31 March 2023. This level of network

availability and quality index builds customers’ conﬁdence in their

quality of experience while making a voice call, streaming a home

broadband video or connecting to family and friends, especially

during high demand.

GSMA’s Mobile Net Zero – State of the Industry on Climate Action 2023 Report

For more information about our ‘Win with technology’ strategy, see

page 28

79.45%

total population covered,

with 4G coverage of 65.9%

31,500+

total sites as of

31 March 2023

19.11%

rate of ﬁbre network rollout

across all sites

75.31%

rate of ﬁbre network rollout

across data centres

breaches identiﬁed through

whistleblowing mechanism

79%

ESG survey response rate

from the top 100 suppliers

Airtel Africa plc

Annual Report and Accounts 2023

We are committed to providing best-

in-class services while listening to our

customers and constantly delivering

innovative technology across the

telecom landscape in Africa.

Razvan Ungureanu

Chief technology and information oﬃcer

Our sustainability strategy

continued

Our service quality in action

Our supply chain

management goal

Our goal is to ensure all our suppliers are aligned

with our ESG principles.

Our stakeholders hold us accountable for this and

we expect our suppliers to uphold high standards

in human and labour rights, environmental

performance as well as business ethics. We maintain

that there is no place for the abuse of employee

rights, violations of legislation, regulation or

governance standards, or environmental negligence

in our supply chain.

MATERIAL TOPIC:

SUPPLY CHAIN

As a responsible organisation, we look further than our

own business and we aim to drive change and positive

improvement through our entire value chain.

Our goal is to ensure all our suppliers are aligned with our ESG criteria,

upholding high standards in human rights, labour rights, environmental

performance and business ethics.

Our focus areas are:

•

Enhanced due diligence

– increasing the pre-contract disclosures

we expect of potential vendors and suppliers.

•

Ongoing ESG compliance

– reviewing the ESG standards, policies

and controls of existing vendors and suppliers.

In the six months from October 2022, our main priority was to maintain

an ongoing supply of equipment, fuel and services despite the

geopolitical turbulence and shortages caused by the residual impact

of the Covid-19 pandemic. Over that period, we continued to increase

our supplier base with contracts awarded to new suppliers or vendors

while improving onboarding process. Work has started on the

development of ESG disclosure requirements for new suppliers and we

anticipate that this will be incorporated into our onboarding process by

Q4’24.

We also focused on existing suppliers and undertook a detailed

analysis of the results from an ESG self-assessment questionnaire

(ESG SAQ) which was sent to our top 100 suppliers and vendors (by

procurement spend) in September 2022 to gather information on

their ESG standards, processes and policies. With the response rate of

79%, we were in a good position to carry out detailed analysis of the

feedback we received. With this analysis in place, we’re now developing

a robust self-certiﬁcation process for suppliers and vendors which we

will introduce in 2023/24.

For more information about our ‘Win with cost’ strategy, see

page 36

Providing better services for more

customers in Kenya

During the reporting period in Kenya we focused on ensuring

our 4G network is ready to sustain our customers with 5G

technology tomorrow – to do so, in July 2022 we acquired

60 MHz in the 2600 MHz spectrum band for a period of

15 years. And we have already made 56 sites 5G-ready as

of 31 March 2023.

To further increase our capability, we deployed 350 additional

infrastructure sites reaching the total number of 3,163 sites as

of 31 March 2023. We also laid out 900+ km of ﬁbre reaching a

total of 8,900+ km in 2022/23.

As a result, data capacity increased by 82.7% to

3,047 terabytes (TB) per day, with peak hour data utilisation

at 43%. Overall, in Kenya we cover 85% of rural population

and approximately 46% of our sites are in remote areas.

For more information about our ‘Win with technology’strategy,

see

page 28

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

What we learnt from our suppliers:

key ﬁndings from our ESG SAQ

General sustainability

commitments and policies

Environmental

Social

Governance

96%

of suppliers who

responded to our ESG

SAQ have established

a code of conduct

92%

have a grievance

mechanism in place

80%

have an ESG

framework or policy

64%

have publicly committed

to sustainability through

their policies or

sustainability reporting

80%

have recycling schemes and

waste reduction initiatives

53%

track energy consumption and

conduct on-site energy audits

34%

measure scope 1, 2 and/or 3

greenhouse gas emissions

32%

have GHG emission

reduction goals

and targets

94%

deﬁne their approach

to labour and health

and safety standards

91%

have policies that prohibit

child or forced labour

96%

have policies that prohibit

workplace harassment

100%

provide health and safety

training to employees

86%

conduct annual health

and safety audits

73%

invest in community

development projects

96%

have anti-corruption

and anti-bribery policies

and procedures

94%

have data

security systems

95%

undertake regular

stakeholder engagement

49%

monitor ESG

performance of suppliers

35%

require suppliers to

publicly disclose ESG data

We’re pleased to work in true partnership

with our suppliers and vendors to drive

improved environmental and social

performance throughout the entire

industry.

Ramakrishna Lella

Chief supply chain oﬃcer

Engagement with our top tier partners

Engaging our partners, vendors and suppliers in the delivery of our

sustainability goals is critical. Scope 3 emissions account for over

80% of our total GHG emissions, and it is vital we work in partnership

to develop robust decarbonisation programmes and initiatives

across our value chain. In March 2023, we completed ‘deep dive’

consultations with our top tier partners, who account for 78%

of our scope 3 emissions. Our aim was to communicate our

sustainability strategy goals with a particular focus on the reduction

of GHG emissions.

The consultation revealed that while our top tier partners are at very

diﬀerent stages of developing their decarbonisation plans – from

those that have set net zero targets to those who are just starting to

address emissions – they are deploying signiﬁcant resources to their

decarbonisation ambitions. We’re pleased that our partners have

committed to enhancing disclosure of their GHG emissions data to

help us accurately monitor and report our scope 3 emissions.

Membership of the Joint Audit Corporation (JAC)

Airtel Africa is a member of the Joint Audit Corporation (JAC)

which represents telecoms service providers, most of whom

have vendors and suppliers in common. JAC will undertake

on-site audits of ﬁve of our suppliers each year. In the six

months from October 2022, we identiﬁed the suppliers and

sites to be audited under the JAC guidance. These audits will

take place by the end of 2023/24. JAC veriﬁes and assesses

implementation of ESG-related programmes across the

leading suppliers to the ICT industry. Furthermore, JAC

members collaborate to ensure best practice in the shared

value chain, and we support corrective programmes that JAC

encourage to improve ESG standards.

This membership will allow us to implement and enhance a

periodic audit process for vendors and suppliers to monitor

their compliance with our ESG criteria.

81%

employee engagement

survey scores

27.5%

female representation

across 14 OpCos

29%

gender diversity of our

leadership in 14 OpCos

$1.1m

total investment into

training and development

programmes in 2022/23

31%

gender diversity of our

Board of directors

229,660

total learning hours

in 2022/23

nationalities in our

workforce

total recordable injury

frequency rate (TRIFR)

Airtel Africa plc

Annual Report and Accounts 2023

Our sustainability strategy

continued

Our commitment to creating a

diverse and inclusive workforce

We continue to draw upon our broad range of

policies, programmes and engagement initiatives

to help us achieve this goal.

We are committed to delivering equality in our

workforce. We will achieve this through recruitment

and programmes to provide training and

advancement for everyone regardless of gender,

nationality or disability.

MATERIAL TOPIC:

DIVERSITY AND INCLUSION

Our people are critical to the delivery of our business and

sustainability strategy.

Without our dedicated and talented workforce, we would not be able

to achieve our growth objectives or deliver on our corporate purpose

of transforming lives. Our commitment is to provide rewarding

employment opportunities and a workplace where everyone can

thrive and develop. This goes to the heart of who we are.

Our commitment to creating a diverse and inclusive

workforce

Increasing female representation throughout the organisation is a key

focus for us. Over the past six months, we have appointed several

women into senior level roles, including the ﬁnance director of Airtel

Niger and the Group head of digital, both of whom were recruited

externally. Providing opportunities for our own people is important,

and we’re delighted that a female employee has been promoted into

the role of Group head of tax. In addition, we have worked with our

recruitment consultancies across all 14 markets to ensure more

female candidates are put forward for interviews.

Pillar 2

Our people

Our commitment to people in action

Mentoring and creativity helping Kenya win

with people

Winning with people is vital in all our markets – because

bringing the best out of our workforce lets our people fulﬁl their

talent while driving our business success.

In markets where there’s strong competition for talented

people, we have to be particularly creative to win. This year, our

annual ‘Win with people’ prize was awarded to Airtel Kenya,

a highly competitive market where our teams have delivered

a range of training and initiatives designed to improve

retention in our workforce, keep our brand visible, and

engage employees.

Developing high-potential employees through e-learning

courses, leadership training and job-shadowing helps keep

our talent pipeline ﬂowing. In addition, Airtel Kenya’s internship

programme welcomed 20 interns to undertake projects

across the business. Detailed mapping of the talent pool and

well-executed onboarding programmes helped Airtel Kenya

recruit 200 sales executives in two months.

Airtel Kenya is also delivering on our gender diversity

ambitions. The OpCo’s workforce is 40% female as of

31 March 2023, and 50% of the leadership team are women.

Airtel Kenya is always looking for new ways to develop female

talent: this year the mentorship programme run in partnership

with ‘Girls for girls’ saw 12 female employees mentored

and three mentors trained over a six-month course, with

participants reporting positive changes in their conﬁdence

outlook and understanding of the opportunities they have to

contribute to Airtel Africa.

Empowering all our employees is essential

to winning with people – and we’ve

focused on recruiting and developing

high-potential employees to help nurture

our high-performance culture.

Ashish Malhotra

Managing director, Airtel Kenya

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Africa is creating

a culture and developing

opportunities for women

to nurture their talents

and secure their futures.

We are determined to

improve gender equality

across the continent.

Rogany Ramiah

Chief human resources oﬃcer

Provision of best practice training and development

Over the past six months, we have continued to build opportunities

for our people to develop their careers through a range of online and

in-person training and development programmes. These programmes

focus on leadership and functional training and are designed to

improve career mobility.

We have also updated Percipio, our online learning platform, to oﬀer a

personalised, immersive learning experience, including virtual workshops

and access to relevant professional certiﬁcations. Since October 2022,

more than 300 leaders have completed our ‘Agile culture’ course, and

more than 5,300 employees and contractors have taken functional

courses on Percipio, Xelerate and other online learning platforms.

Developing the next generation of women leaders in technology is

vital for us. We currently have 58 women on our ‘Women in Tech’

programme, all of whom are being mentored by senior executives.

We anticipate this programme will accelerate in 2023/24.

For more information about this programme, see our strategic pillar

‘Win with people’ on

page 37

Our commitment to maintaining a healthy and safe

work environment

Our human resources and facilities teams work together to maintain

a healthy and safe work environment for every one of our employees.

This is reviewed monthly by the Sustainability Committee. Our human

resources teams also work closely with internal audit and assurance to

guarantee a continuous focus on health and safety in the workplace

in line with our recently updated health, safety and security policy. In

addition, we continue to focus on the individual health and safety of

our employees through a partnership with our health insurer. This

includes wellness check-ups, 24/7 access to medical advice and

support for mental wellness.

Engaging with our employees

In March 2023, we held the Group leadership conclave in Dubai which

was attended by senior executives from 14 OpCos. An important

focus of the session was our ‘Win with people’ strategy: we addressed

the Board mandate for building on our work to increase diversity

and inclusion, and how to embed our unique ways of working and

commitment to our people. This year’s leadership conclave was

attended by around 250 leaders, a signiﬁcant increase from previous

years: we broadened the participation and included more manager-

level participants. The three-day session allowed us to discuss our

annual operations planning (AOP) and also enabled our Chair and

leadership to interact with managers and employees from 14 OpCos

and HQ.

In addition, chairpersons from our OpCo Boards attended and took the

opportunity to engage with teams across the organisation and share

insights into our culture and values. A plenary session was dedicated

to our sustainability strategy and vision. The conclave was highly

immersive, and all teams had an opportunity to engage with the

senior leadership of the organisation as well as the Chair in person.

Furthermore, we took time to award and recognise top-performing

teams and individuals at the gala event. In addition, we organised

several ‘open mic’ sessions, including a session with the Chair and

the CEO during the closing remarks.

For more information about our ‘Win with people’ strategy,

see

page

Celebrating International Women’s Day

across Africa

We celebrated International Women’s Day in March 2023

for the third consecutive year, supporting equality, diversity

and inclusion-related initiatives and campaigns across our

14 markets. We adopted the UN Women’s theme for this year:

‘DigitALL: innovation and technology for gender equality’.

Employees took part in talks, debates and activities to

recognise our growing female workforce across the Group

and to consider some of the barriers and challenges facing

women in the workplace. We held a Group-wide town hall led

by our CEO to recognise the contribution of women at Airtel

Africa and to the wider community.

There could not have been a better

theme given today’s global reality where

technology underpins the way we live, work

and play. I look forward to working together

with Airtel Africa women to innovate and

design new ideas for a brighter future.

Olusegun Ogunsanya

Chief executive oﬃcer

Our commitment to people in action

Airtel Africa plc

Annual Report and Accounts 2023

Our sustainability strategy

continued

Our digital inclusion goal

We are committed to improving the footprint of

our network, and thereby offering higher coverage

of populations across urban and rural markets.

Our goal is to significantly improve digital inclusion

across Africa. We will do this by driving penetration

of mobile telephony, smartphones and home

broadband in rural areas through the provision

of retail and support services. This will be key to

addressing the digital divide.

MATERIAL TOPIC:

DIGITAL INCLUSION

The availability and aﬀordability of our products and

services are critical to driving digital inclusion.

By expanding our network, we’re providing people with the opportunity

to use telephony and internet services, often for the very ﬁrst time, and

increasing digital inclusion across Africa. But opportunity alone is not

enough: consumers also need access to the products and services

that enable them to take advantage of this opportunity.

Our focus areas:

•

Rural penetration

– increased penetration of mobile telephony in

rural areas is a vital ﬁrst step towards digital inclusion. For people to

buy, use and understand their devices and digital services they must

have access to local retail and customer support.

•

Aﬀordability

– encouraging use of our full range of digital services

through the creation of more attractive and aﬀordable options for

home broadband and smartphone purchases.

•

Payment solutions

– in pre-paid markets, the availability of digital

services is dependent upon the availability of credit. We work to

expand and develop more convenient payment solutions for our

customers so that they’re able to access digital services as and

when they need to.

There has been a signiﬁcant improvement in data capacity through

the expansion of our network coverage and data availability. The

continued rollout of new sites and upgrade of existing sites to 4G has

increased the number of people in Africa who can now access the

4G network, especially in rural areas. Our rural population coverage

stands at 70% as of 31 March 2023. We have also been encouraging

customer uptake with the launch of data bundle oﬀers designed

speciﬁcally to appeal to the needs of customers in each market,

with additional add-on oﬀers available to existing users through the

MyAirtel app – adoption of our data bundles grew by 3.5% to 94.7%.

Pillar 3

Our community

Supporting communities across Africa is – and

has always been – at the heart of our organisation.

Our ambition is to drive digital and ﬁnancial

inclusion and access to education for people and

communities across the continent through the

provision of data and mobile services delivered

through our network expansion. These are vital to

the positive transformation of lives across Africa.

Employee assistance programme delivers

after cyclones in Malawi

Cyclone Freddy struck Madagascar and Malawi in February

and March 2023, causing devastating loss of life and damage

to property and infrastructure. Alongside our eﬀorts to support

customers and communities through our network, we also

supported our people – especially the 17 colleagues who lost

their homes in the cyclone. Airtel Africa funded temporary

accommodation while they awaited resettlement into new

homes, and the ‘Airtel ladies’ welfare group, which is wholly

employee-driven, organised donations of clothes, bedding,

appliances and non-perishable food items to be sent to the

employees and their families.

The cyclone was followed by an outbreak of cholera in Malawi,

and we moved fast to protect our people in the aﬀected

southern region, suspending all but critical travel, and

keeping employees updated through health and safety

communications.

Launching Airtel Women Network in Nigeria

In March 2023, we launched a programme called ‘Airtel

Women’s Network’ to encourage women to play an active role

in technology and empower them to become global leaders.

Through this platform, we support Airtel Africa women through

mentorship and networking – to be able to pitch ideas, access

the resources and participate in key technology projects.

This initiative is aligned with our commitment to increase

gender diversity, and ﬁnancial and digital inclusion in Africa.

Our people commitment in action

STRATEGIC REPORT

69%

sites with exclusive

outlets

70%

population covered

in rural areas

46%

digital recharge

contribution to overall

recharges

36%

smartphone

penetration

0.5%

home broadband

penetration

Airtel Africa plc

Annual Report and Accounts 2023

Transforming lives in action

According to the International Telecommunication Union (ITU),

globally, 57% of women use the internet compared with 62% of men.

Of the estimated 2.7 billion people worldwide currently unconnected,

the majority are women and girls. We’re addressing the digital gender

divide by oﬀering aﬀordable and easy-to-use products, such as ‘binge

bundles’ oﬀering high beneﬁts at a lower price with limited validity

which allow people on lower income, typically women, to access data.

This contributes to unlocking women’s potential in the digital economy.

Since the internet has become part of everyday lives, our customers

use it to work or for entertainment, and children use it to study and

access learning platforms on their devices. In March 2023, we

launched a new home broadband unlimited product in the Seychelles,

the ﬁrst of its kind, which allows customers to use wireless connectivity

by just plugging in their device and browsing at a full 4G speed.

Schoolchildren will also beneﬁt from faster speed and ease of access

to educational content. We plan to roll out the same home broadband

proposition in other markets where we also launch 5G coverage in

2023/24.

We recognise that certain unmissable televised events can encourage

otherwise undecided consumers to take the ﬁrst step to getting online.

We have partnered with FIFA to provide our customers with access to

televised global football matches. Sport might bring customers to our

services and products, but we’re conﬁdent that the wider beneﬁts will

prove transformational to their lives and futures.

For more information about our ‘Win with data’ strategy, see

page

DRC: supporting digitalisation through the

National Digital Library

Supporting digitalisation is a central element of our strategy

everywhere we operate – and in many markets, we work with

government partners who also recognise the importance of

access to data for individuals and the economy as a whole.

In the DRC, the government’s Plan National du Numrique is a

country-wide vision of a new digital economy. We’re supporting

this through the provision of free WiFi to universities

harnessing the strength of our 3G and 4G networks to deliver

high-speed, quality data in partnership with the Ministry of

Higher and University Education (Ministère de l’Enseignement

Suprieur et Universitaire).

The newly created Bibliothèque Numrique Nationale

(National Digital Library) was launched in 2022 to improve the

quality of academic training. It provides students with access

to academic resources hosted in the Ministry’s data centre

located at CEDESURK library as well as other universities’

sites. With more than 160 resource providers, including the

Francophone University Agency (AUF), it’s opening the door

to a new world of digital education opportunities.

Digital inclusion in action

Zambia: MyAirtel app boosts distribution

and accelerates digital penetration

In Zambia, the rapid uptake of MyAirtel app, the self-care

service, has been central to an overall drive on distribution that

is tailored to meet the needs of Zambian customers – and

which has seen growth of MyAirtel app active users by 186%

in the market this year.

Airtel Zambia researched why and how customers used the

app and followed up with a marketing campaign that focused

on what customers found most important – for example,

checking transactions, accuracy in sending and receiving

money or paying bills.

MyAirtel app was downloaded 1.3 million times in Zambia by

the end of the year, and our active users almost trebled from

162,000+ to 465,000+.

Airtel Africa plc

Annual Report and Accounts 2023

Our sustainability strategy

continued

Our financial inclusion goal

Financial inclusion is key to driving equality and

economic growth

Our goal is to significantly increase financial inclusion

in Africa – with particular support for women. We do

this through the development of affordable financial

products to meet the needs of the un- and under-

banked, a reliable service which builds financial

confidence and literacy.

MATERIAL TOPIC:

FINANCIAL INCLUSION

Financial inclusion is key to driving equality and

economic growth.

Financial inclusion is a main driver to alleviate poverty and a critical

goal of our sustainability strategy.

Our focus areas:

•

Aﬀordability

– developing products and services that meet the

needs of the un- and under-banked is crucial.

•

Accessibility

– ensuring our products and services are available

when and where our customers need them.

•

Awareness

– empowering consumers with the knowledge, tools

and conﬁdence to use ﬁnancial products responsibly.

In the past six months, our work to improve ﬁnancial inclusion has

developed through several programmes which have resulted in an

increased uptake and use of digital payments. In the year to March

2023, we have seen the value of transactions per Airtel Money

subscriber increase by 16.4% as a result of the launch of a number

of new products and an increased presence in our markets.

We understand that being near our customers helps drive uptake of

our products which, in turn, positively impacts ﬁnancial inclusion. Over

the last year we have increased our ‘points of presence’ – Airtel Money

locations where customers can access services – by 44%, with a 12%

increase in Airtel Money branches and an 11% increase in the number

of kiosks.

We have further supported this through investment in the technology

infrastructure behind our developer, biller and enterprise portals.

This underpins our merchant business, which extends our footprint by

enabling customers to bank and access savings, loans and insurance

products at merchant sites.

We have also expanded our international money transfer corridors,

allowing customers to send and receive money faster and to and from

more destinations.

31.5m

Airtel Money customer

base

$2.0

average revenue per user

(ARPU)

22.5%

mobile money customer

base penetration

$252

transaction value per

customer per month

Accelerating philanthropy in Nigeria

In 2022 Airtel Nigeria reaﬃrmed its commitment to empower

and support underprivileged people across communities in our

largest market at the start of the seventh edition of the ﬂagship

philanthropy programme ‘Airtel touching lives’. In just over a

month, 100,300 requests for support were received, recorded

and processed. In line with our sustainability strategy, we

focused on causes and opportunities aimed at bridging the

digital gender divide, ﬁnancial inclusion and the adoption of

schools in 2022/23. For example, we partnered with The

Whispering Hope Africa, a non-proﬁt organisation which

supports women, children and entrepreneurs in rural

communities and provided 65 girls with fully paid tuition fees

for one year, including a donation of 12 portable computers

and a photocopier machine to enable learning.

Empowering women and girls plays an important part in our

strategy for digital and ﬁnancial inclusion – which is why we

have also provided vital support to the Women’s Technology

Empowerment Centre (W.TEC), an NGO which builds IT

capabilities having worked successfully with more than

1,500 women and girls in Nigeria over the past 14 years.

In June 2022, Airtel Nigeria supported their work – which

was threatened by electricity supply shortages – by donating

solar panels and cell batteries to help keep the project running.

At the same time, we supplied laptops and other IT equipment

to foster their aim of achieving economic empowerment

through technology.

During the sixth season of our ‘Touching lives’ programme,

Airtel Nigeria has contributed N161,304,000.00 (equivalent of

$350,000) to good causes for the beneﬁt of the communities.

Touching lives in action

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

The economic empowerment of women has been, and will remain, a

focus for us. Across our markets, most informal businesses are run and

managed by women who, traditionally, do not have the same access

to credit as men. We continue to oﬀer our ﬁnancial products and

services to all customers, regardless of their gender. We work hard to

encourage women to join our network and use our services, and to

learn about our products that will provide them with independence

and empowerment.

We have also focused on promoting household savings through

innovative deposit products. For example, in March 2023, Airtel

Tanzania partnered with Letshego Bank for a digital savings campaign

that will see mobile money customers win prizes, such as motorcycles,

ﬂat-screen TVs and cash. This innovative product encourages Airtel

Money customers and the public to make savings digitally.

For more information about our ‘Win with mobile money’ strategy,

see

page 33

Partnerships in action

Financial Inclusion Fund (the Hustler Fund)

initiative in Kenya

Partnering with governments to help drive digital and ﬁnancial

inclusion is an important part of our strategy – and one of the

ways we help transform lives.

In November 2022, we joined the Kenyan government’s

Financial Inclusion Fund initiative – the Hustler Fund – which

focuses on extending lending and savings for small- and

medium-size enterprises, many of which are run by women.

More than 19 million people have registered to access the

Hustler Fund nationally and Airtel Money had disbursed KES

500+m (equivalent of $3.67m) through the fund delivering

services to over a million transacting customers as of

31 March 2023.

Our ﬁnancial inclusion in action

Supporting women entrepreneurs through

ﬁnancial inclusion in Kenya

Lucie Saulinah Omondi is the founder of LiveGreatAgriLife

in Nairobi, Kenya, a peanut butter factory and drinking water

purification shop. She uses Airtel Money services to help run

her business.

“Our business is located in Kibera, the largest informal

settlement in Nairobi, where access to clean drinking water

and quality food can be a challenge. We are committed to

providing our community with delicious and nutritious peanut

butter, peanut butter products and safe drinking water. Our

peanut butter is made from high-quality locally sourced

peanuts, and is available in a variety of sizes and tastings.

Our drinking water is purified using state-of-the-art filtration

systems, ensuring that it is safe and healthy to drink. As a

socially responsible business, we’re proud to support a

foundation that works to uplift the settlement area where

we operate.”

“In four years of learning and overcoming challenges and slow

but steady growth, I have been able to build a dedicated team

and we’re currently focusing on our online sales. I have to say

Airtel Money’s product is a huge support in collecting money

for our produce and services.”

We continue getting closer to our customers to ensure that

they can always reach us when needed. In Kenya, our Airtel

Money branches grew by 50.3%, kiosks by 66.5% and the

number of agents increased by 189.7% in 2022/23, providing

support to valued customers like Lucie Saulinah Omondi.

Our access to education goal

We are committed to transforming lives through

access to quality education.

Our goal is to transform the lives of over one million

children through education by 2027.

MATERIAL TOPIC:

EDUCATION AND DIGITAL LITERACY

Providing access to quality education is central to our

corporate purpose and philosophy.

We believe education is the key to transforming lives and the futures

of young people across Africa. We have set ourselves the goal of

transforming the lives of over one million children on the continent

through education by 2027.

We will achieve this goal through three focused activity programmes.

•

Partnerships

– we are committed to working in collaboration to

increase access to quality education. Our landmark partnership with

UNICEF is a critical element of this.

•

Connectivity for education

– connecting schools to the internet

wherever our network services are available.

•

School adoption

– building long-term relationships with schools in

need to provide them with the support they require.

The World Bank calculated that, in 2019, 87% of African children were

unable to read by the age of 10. And Covid-19 only exacerbated that

problem. This is why our work to increase access to education across

our 14 markets is so important. By connecting schools, libraries and

youth centres to the internet, millions of children will be able to use

online learning platforms. Through our partnership with UNICEF,

we’re delivering practical and ﬁnancial support. All these elements

work together to accelerate our commitment to build better futures

for the young people of Africa.

schools have been

connected to

the internet

250,000+

schoolchildren provided

with access to online

education

learning platforms out of 12

zero-rated in three OpCos

$2.4m

donated to UNICEF over a

period of two years

Our sustainability strategy

continued

Airtel Africa plc

Annual Report and Accounts 2023

‘Best Company in Education Intervention’

award 2022

Airtel Nigeria was awarded the best company in education

prize at the SERAs AFRICA awards ceremony in December

2022. We’re truly honoured for this recognition and remain

committed to championing access to quality education

in Nigeria.

Our landmark partnership with UNICEF

We continue to focus on driving our partnership with UNICEF

forward by increasing collaboration between our 13 participating

OpCos* and the respective national UNICEF teams. We’re

establishing eﬀective plans to connect schools to the internet and

provide access to government-approved education resources

and learning platforms free of charge. Every market is diﬀerent,

so individual implementation plans are critical to the success of

the programme on the ground. To support this eﬀort, we hosted a

joint Airtel Africa/UNICEF convention in Nairobi in February 2023.

This was an important event, bringing teams on both sides of the

partnership together to share ideas, address the challenges we

face in some markets with the implementation of initiatives, and

agree the rollout and advocacy plans for the second year of the

partnership at both national and regional levels.

Kenya was the ﬁrst to launch its national programme with UNICEF,

and another ﬁve countries have launched their programmes by

31 March 2023: Nigeria, Madagascar, Uganda, Rwanda, and the

Republic of the Congo. We anticipate that the remaining seven

countries will be launched in the ﬁrst quarter of 2023/24. As the

programmes launch, we see an immediate impact. For example,

in Nigeria, the partnership has already resulted in 20 schools being

connected to the internet for the ﬁrst time. Another 600 schools

will follow in Q1’24 equipped with 15,000 tablets and 600 routers

which have been distributed to primary and secondary schools

by the Federal Ministry of Education of Nigeria. Airtel Kenya,

meanwhile, also connected 30 schools to the internet through this

partnership and two government-approved learning platforms –

Elimika for teachers and Education Cloud for children – are now

fully accessible at no cost to users.

We have separate programmes focusing on education and schools’

connectivity in the Seychelles

No circumstances should deny a child its right

to an education. Our collaboration with Airtel

Africa has signiﬁcant potential to become a

catalyst for more inclusive digital learning

across the continent.

Lieke van de Wiel

Deputy Regional Director, UNICEF

(ESARO – GWC Field Support Team)

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Nigeria commissions the largest

primary school in Gombe State

In March 2023, Airtel Nigeria commissioned its seventh

adopted school, Government Day Primary. The project was

inaugurated by the Emir of Gombe, alongside other notable

guests in Pantami, Gombe State. The opening ceremony

follows the renovation of 12 blocks of 37 classrooms and a

total of 17 washroom facilities which have now been upgraded

to modern facilities for the pupils and teachers. Airtel Nigeria is

the ﬁrst to carry out such intervention in the school and the

whole of Gombe state. Government Day Primary School is said

to be the largest primary school in Gombe state, with a total

population of 7,119 pupils registered under the school for basic

education, and 135 teachers who cater to their educational

needs. As part of the programme ‘Adopt a school’, Airtel

Nigeria adopts schools in rural areas and rehabilitates them

at least for four years. This is in line with our commitment to

improving the standard of education in Nigeria, and since the

inception, we have remained committed to the development

of these schools.

Uganda: empowering public libraries,

transforming community learning

In Uganda the digital gap in education can disproportionately

aﬀect students living in rural areas, away from towns and cities

where schools often already have access to the educational

opportunities provided by the internet.

We support 14 public libraries across Uganda with ICT

resources and free 4G internet so that learners of all ages can

connect with educational resources. These libraries support

primary and secondary schools and early childhood education

centres, with teachers using the internet to deliver lessons and

share study tools that many schools do not have access to.

The libraries also run courses in basic ICT training and in

2022/23, 564 students successfully completed the

programme, which equips them with skills, including Microsoft

Excel, Word, PowerPoint and internet research. The skills they

learn support their own education, and we hope they will

go on to inspire and engage others as they connect to the

opportunities of the digital economy.

Kenya: partnerships accelerating our

‘Adopt a school’ programme

Fair access to education should be available to the most

vulnerable in society – and in November 2022, Airtel Kenya

worked with the Kenya Directorate of Children Services (DCS)

and the United Nations Oﬃce on Drugs and Crime (UNODC)

on an initiative supporting adolescents who have transitioned

from rehabilitation schools to continue their secondary

education and reintegrate into society.

In partnership with two high schools in Eldoret, Kenya, this

‘Adopt a school’ initiative will see 21 adolescents beneﬁt from

the programme. Airtel Kenya will cover the students’ school

fees and other education-related expenses over three years,

while also supporting one of the schools with connectivity for

its IT hub.

Adopt a school in action

Education has the power to transform lives

and futures. This is why the work we’re doing

to increase access to education is such an

important element of our sustainability

strategy and helps to deliver our corporate

purpose of transforming lives.

Emeka Oparah

Vice president, corporate communications and CSR

Our sustainability strategy

continued

Airtel Africa plc

Annual Report and Accounts 2023

Our greenhouse gas

reduction goal

Our goal is to achieve net zero greenhouse gas

(GHG) emissions ahead of 2050

We plan to reduce our emissions through Group-

wide rollout of a robust and credible emissions

reduction strategy in both the near and longer term,

and in partnership with our vendors and suppliers.

MATERIAL TOPIC:

CLIMATE CHANGE

Pillar 4

Our environment

For Airtel Africa, environmental protection is non-

negotiable. Our ambition is to address and minimise

the impact of our operations on the environment.

We are committed to a net zero future and

protecting natural resources and Africa’s precious

biodiversity.

We are dedicated to our corporate purpose of

transforming the lives of people on the African continent,

and this is underpinned by our commitment to

environmental protection.

We must ensure we do not contribute to the problem of climate

change, but instead focus on reducing emissions associated with

our operations and on protecting Africa’s natural resources.

In October 2022, we published our scope 1, 2 and 3 baseline

emissions in our inaugural Sustainability Report 2022. For scope 1

and 2, where we have control of the data, the activities and assets

contributing to these emissions were identiﬁed and categorised, and

organisational reporting boundaries were set and conﬁrmed by The

Carbon Trust, the expert consultancy, who are supporting us in the

delivery of this goal. For scope 3, where we do not have direct control

of the source or the data, we have worked with our partners and used

published data to calculate baseline for our scope 3 carbon emissions.

We will continue to collaborate with our partners and suppliers to

reﬁne data management and develop programmes and initiatives that

will drive emissions down for the entire value chain. We will publish

our total scope 3 emissions for 2022/23 once we have received and

validated data from all our partners.

As soon as we published our baseline emissions last October, work

started to examine a wide range of projects and initiatives that have

the potential to reduce our GHG emissions. First, we engaged with

the OpCos which have the highest level of emissions (accounting

for >80% of our total baseline) through a series of workshops to

ascertain the practical implications of decarbonisation strategies,

including investments. Secondly, we worked with the remaining

OpCos which have the lowest level of emissions to address the

most viable decarbonisation initiatives in their respective markets.

Corporate social responsibility in action

Helping support mothers and babies at

maternal health centres

We have a long track record of engaging with the community

by supporting health programmes and medical centres

through direct donations, and in April 2022 across Uganda

we helped equip 13 maternity facilities and refurbished one

maternal health centre.

In support of the Uganda Muslim Medical Bureau, we donated

delivery beds, oxygen cylinders, oxygen regulators with

humidiﬁer bottles, and digital weighing scales for babies to

13 hospitals. In addition, 500 ‘Mama kits’ and food items

were given to expectant mothers in the health facilities.

The donation was worth UGX70m (equivalent of $18,700).

Also, as part of our Airtel Cares programme: we fully

refurbished the Kisaasi Church of Uganda (CoU) Health Center

in a project costing UGX50m (equivalent of $13,500), to boost

health service delivery in the community.

Airtel Chad makes a donation to natural

disaster victims

N’Djamena, Chad capital city, is located near the Chari River

which has recorded its worst ﬂoods since 1962. Thousands of

families were displaced, and three Airtel Chad infrastructure

sites shut down and evacuated to preserve our equipment.

Michael Foley, regional director, Francophone Africa, visited

the ﬂoods victims’ camp on 12 November 2022 in N’Djamena,

capital city of Chad, along the Chari River, which borders

Cameroon and Chad, and presided over the donation of

signiﬁcant quantities of staple goods to the Ministry of Gender

and Solidarity. The event had a big impact among the aﬀected

community and strengthened Airtel Chad’s positive image

for community support.

Corporate social responsibility in action

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

We established broad workstreams across the relevant functions

to assess the feasibility of our scope 1 and 2 decarbonisation plans,

and many of the potential initiatives are laid out in our Sustainability

Report 2022. This work is led jointly by network and supply chain

management who also oversee the carbon reduction initiatives

which have already been rolled out in our operations.

In 2022/23, working with The Carbon Trust, we have developed a

granular roadmap for decarbonisation across all 14 OpCos which

required a comprehensive audit of all our assets. We also developed

a proprietary framework to reﬂect our operational structure – this will

guide the Group-wide rollout of our emissions reduction strategy in

both the near and longer term. We’re now undertaking additional

feasibility studies for scope 1 and 2 emissions for all assets in the

relevant markets.

We estimate that the initiatives identiﬁed by our analysis across our

14 OpCos and modelled by The Carbon Trust have the potential to

reduce emissions intensity by over 60% against our baseline by 2032.

For more information about our climate-related risks, see

pages 56-61

Total scope 1 and 2 emissions by region in 2022/23

(tCO

Nigeria

East Africa

Francophone Africa

24.84%

16.44%

58.72%

Total emissions

(tCO

Nigeria

28,530

East Africa

18,880

Francophone Africa

67,432

Total

114,842

Partnerships in action

Cutting greenhouse gases in partnership

with ATC

We continue to explore new ways to increase usage of

renewable energy in our operations. In October 2022, we

reached a new multi-year, multi-product agreement with key

supplier American Tower Corporation (ATC), who operates a

network of infrastructure sites in Kenya, Niger, Nigeria and

Uganda. Under the agreement, all new site developments,

as we expand our network, will comply with ATC’s new green

site speciﬁcations which substantially reduce reliance on fossil

fuels while shielding customers and operators from volatile fuel

and diesel pricing. In December 2022, we unveiled our ﬁrst

‘green’ tower in Uganda which is powered by 46 solar panels

to reduce emissions, for the beneﬁt of our customers and the

planet. The rollout of ‘green’ towers will continue in 2023/24.

The agreement supports the advancement of carbon

reduction plans for both Airtel Africa’s and ATC’s long-term

sustainability goals, and is helping us ensure a brighter,

greener, more sustainable future.

Highlights since the publication of our

Sustainability Report 2022

•

Establishment of the taskforce for implementation of our

decarbonisation interventions

•

Roadmap for scope 1 and 2 decarbonisation programme

developed

•

Publication of an update on the development of our pathway

towards a net zero future

•

Detailed analysis of assets in scope for the reduction of

GHG emissions in all 14 OpCos

•

Engagement with our partners to understand our value

chain’s ESG commitments

Total scope 1 and 2 emissions by activity in 2022/23

(tCO

Data centres

Owned towers

Other

44.62%

44.58%

10.8%

Total emissions

(tCO

Data centres

51,239

Owned towers

51,200

Other (buildings, shops, ﬂeet)

12,403

Total

114,842

Our sustainability strategy

continued

Airtel Africa plc

Annual Report and Accounts 2023

Our environmental

stewardship goal

It is essential we reduce waste and conserve

natural resources

Our goal is to eliminate hazardous waste from

our operations, and significantly reduce our non-

hazardous waste outputs. We also aim to minimise

our water consumption.

We achieve this through the development and

implementation of programmes designed to replace

damaging materials, expand recycling schemes, and

build employees’ awareness around protection of

natural resources.

MATERIAL TOPIC:

CIRCULAR ECONOMY

Creating a culture in which environmental protection is

embedded in the heart of our business and minds of

our employees.

Our focus areas:

•

Elimination of hazardous waste from our operations

– taking a

responsible approach to reduce and dispose of hazardous waste.

•

Reducing non-hazardous waste

– increasing reuse and recycling.

•

Protection of natural resources

– preserving water resources

through reduction in use and employee education.

In the six months since the publication of our Sustainability Report

2022, all 14 OpCos have been focused on programmes to deliver our

environmental stewardship goal. In addition, signiﬁcant work has

gone into the establishment of an eﬀective environmental and social

management system (ESMS) which will standardise our environmental

activities across the entire business.

First, we have increased the number of markets where waste is

sorted and segregated. As of 31 March 2023, eight of our 14 markets

have full waste separation in place, and we anticipate we will have

established this in every market by fourth quarter of 2023/24.

Secondly, responsible and safe disposal of e-waste is an important

consideration for us. We have contracts with specialist and fully

certiﬁed recycling organisations in place in each market to ensure

our e-waste is disposed in a sustainable manner.

Energy eﬃciency is a key component of ‘Project Green’, a Group-wide

initiative that we established to help achieve our environmental

stewardship goal. Over the past six months, there has been a particular

focus on our oﬃce buildings and facilities where we evaluate the best

ways to reduce energy consumption. As a result, we have replaced

incandescent lightbulbs with LED bulbs in more than 90% of our

premises which, studies have shown, use 75% less energy than

incandescent bulbs.

Next steps

Growth in demand for our products, services and data will require

additional infrastructure – including towers, data and switching

centres, and retail facilities. Therefore, we’re now undertaking a

signiﬁcant analysis to understand the potential impact of this

growth on our total emissions and emission intensity. This work is

critical to ensure that digital and ﬁnancial inclusion for millions of

people in communities across Africa is balanced against our GHG

emissions targets.

It is also vital that we focus on reducing our scope 3 emissions. Our

scope 3 baseline numbers revealed that GHG emissions from our

suppliers and vendors account for over 80% of our GHG footprint, so

we are committed to taking a partnership approach with suppliers and

vendors to address our scope 3 emissions. The process to establish

a long-term collaboration methodology is already underway and an

initial round of consultations took place with our ten most signiﬁcant

partners (by procurement expenditure) in Q4’23.

Once technical and detailed feasibility studies for scope 1 and 2 have

been completed, we will update on the outcome of this work. We will

also be formulating our scope 3 strategy – and the plans it will outline

are a vital contribution to a net zero future. We are committed to the

reduction of GHG emissions from our operations and will prioritise the

provision of accurate and veriﬁed forecasts for emissions reduction.

For more information about our journey to net zero, visit

www.airtel.africa

Carbon accounting policy

In addition to the work outlined above, over the past six months

we have worked with The Carbon Trust to develop and publish a

standalone document that sets out our approach and principles of

carbon accounting. Our carbon accounting policy is based on the

Greenhouse Gas (GHG) Protocol standards and the technical models

for emission calculations. The policy details the way we approach

calculation boundaries for carbon emissions and clearly sets out the

number of assets where we have operational control, and which are

included in the GHG emissions calculations. Our reporting period for

carbon accounting is aligned with the ﬁnancial year: from 1 April to

31 March. The policy commits Airtel Africa to an environmentally

extended input/output data (EEOI) approach which bases scope 3

emissions on spend-based data multiplied by emissions factors.

We will continue our work to improve data collection processes by

engaging with our partners and suppliers and shift to the lifecycle

assessment approach (LCA) to increase the accuracy of scope 3

emissions calculations.

For more information about our carbon accounting policy, visit

www.airtel.africa

Partnerships in action

Partnering with Ericsson to build a more

eﬃcient network in Niger

Developing our 5G capabilities is critical to ensuring – ready for

future data demand – and can also help make us more energy

eﬃcient, as 5G networks oﬀer signiﬁcant energy savings

compared to 3G and 4G.

In January 2023 we partnered with Ericsson to deploy their

state-of-the-art dual-band three-sector Radio 6626 equipment

in Niger. Tests on the Radio 6626 have demonstrated a

reduction of more than 60% in power consumption and

approx. 0.4 tons of carbon dioxide emissions per site per year,

as well as 60% less weight on the tower.

STRATEGIC REPORT

markets have full waste

separation

90%

of premises have LED bulbs

Airtel Africa plc

Annual Report and Accounts 2023

Planting for the future: World Wetlands Day

Our sustainability strategy recognises the importance of

biodiversity and ecosystems to our business and to those

around us – and we aim to have a positive impact on the

natural environment. So, in February 2023 we celebrated

World Wetlands Day, to commemorate the vital wetland

ecosystems which contribute to global biodiversity and

support climate change mitigation and adaptation. As well

as raising awareness among employees and communities

across our markets, in Kenya we supported a programme to

plant 2,000 seedlings of suitable indigenous trees in Enkongu

Enkare in Narok County and helped erect fencing to protect

the area. The wetland provides water for domestic use and for

irrigating agricultural land, as well as supporting biodiversity.

Our environment in action

Joining the movement to eliminate open

waste-burning from Africa

We are committed to reducing and eliminating waste and

conserving natural resources – and one of our goals is to

eliminate hazardous waste from our operations, and

signiﬁcantly reduce our non-hazardous waste outputs.

Across our markets only around 11% of all waste is recycled

– and the dumping and burning of waste is a serious issue.

So in March 2023, we joined the multi-stakeholder partnership

for eliminating open waste-burning from Africa to work on

addressing the issue alongside other stakeholders, including

local authorities, private companies, community groups, civil

society and development partners. The initiative will also

promote resource-eﬃcient circularity: using waste as a

secondary resource input for decent job creation. The initiative

aims to reduce open waste-burning by 60% by 2030, and

eliminate it from Africa by 2040, through changing public

behaviour, introducing eﬀective policy frameworks, and

building sustainable infrastructure for waste management.

Our environment in action

Environment and Social Management System

(ESMS)

As a responsible business, we need a systematic approach

to gathering information that helps us prevent or mitigate

adverse environmental and social impacts from our operations,

while also building the resilience of Airtel Africa and its

infrastructure.

In 2022/23, we made important progress with the

development of our environmental and social management

system (ESMS), which is being rolled out across all our

markets. The ESMS provides a framework designed to protect

the wellbeing of employees and communities, and to help us

respond to changing environmental and social conditions in

the communities where we operate. It also inﬂuences the

design of our products and services, the materials we use, and

the way we interact with and audit our suppliers.

In January 2023, we engaged Kisasa ESG consultants to guide

us in the process and develop training materials aimed at

building the capacity of employees who will implement our

ESMS. We will roll out capacity training in 2023/24.

Our ESMS covers all business activities. As well as our direct

operations, it covers indirect operation by passive

infrastructure service providers (such as telecommunications

tower and ﬁbre optic service providers), in accordance with IFC

Performance Standards (IFC PS) Good International Industry

Practice (GIIP) and applicable guidelines for telecommunication

operations, as well as ISO 14001:2015 for environmental

management systems. The ESMS includes:

•

protecting the environment and society through the

prevention or mitigation of adverse environmental and

social impacts from our operations

•

ensuring that as a company we comply with regulations

and other requirements related to environmental and

social performance

•

inﬂuencing the way we design our products and services,

our processes, network rollout, distribution, and disposal by

using a lifecycle perspective that can prevent environmental

and social impacts from being unintentionally shifted

elsewhere within the value chain

•

holding our suppliers and contractors to high standards

of observing human and labour rights, environmental

performance, and business ethics

•

achieving ﬁnancial and operational beneﬁts that result

from implementing environmentally sound and socially

acceptable approaches that strengthen our organisation’s

position in the market.

In 2023/24, we’ll be rolling out training and competency

development to ensure that the ESMS policies and procedures

are embedded across the Group.

TCFD disclosures

Airtel Africa is committed to

transparency in our disclosure

and reporting of all sustainability-

related and climate-related risks

and opportunities.

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.

This is evidenced by the progress we have made this year 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 and metrics to align

with our business, climate risk and opportunities, and the

expectations of our stakeholders.

This year, we have continued our work with The Carbon Trust on

scenario analysis testing of our climate risks and opportunities

and, relatedly, the feasibility assessment of our decarbonisation

plans in line with our plans towards net zero carbon emissions.

This follows from the gap assessment which was conducted

last year and has resulted in signiﬁcant improvement in the

robustness of our climate response plans and the embedding

of climate risk assessment within our business operations, risk

management and strategic planning processes.

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Our pathway to TCFD-aligned reporting

This year, the second year in our TCFD reporting journey, we have made signiﬁcant progress to our

climate risk assessment and reporting process. Progress update on planned actions disclosed in last

year’s report is outlined below:

Airtel Africa response

Current status and roadmap

Governance

TCFD recommendations

Compliance to

recommendation

Planned actions as stated in

Annual Report 2021/22

Annual Report 2022/23 update

Page

Describe the Board’s oversight of

climate-related risks and opportunities

Describe management’s role in

assessing and managing climate-

related risks and opportunities

Yes

Set CRO review as a

recurring Board agenda

item (via Sustainability

Committee and Audit and

Risk Committee reports)

Sustainability strategy underpins our ‘Win with’ strategy

as an enabler to our strategic ambitions. One of the four

pillars within our sustainability strategy is the ‘Our

environment’ pillar which details the Group’s ambition

towards our commitment to achieving net zero

emissions by 2050 and environmental stewardship.

Through the Sustainability Committee, which meets

monthly, climate risks and associated mitigation actions

and strategic plans are reviewed on an ongoing basis.

The Audit and Risk Committee also receives and

reviews updates on the Group’s CROs as part of its

thematic risk review of the company’s risks

Strategy

Describe the climate-related risks and

opportunities the organisation has

identiﬁed over the short-, medium-,

and long-term

Describe the impact of climate-related

risks and opportunities on the

organisation’s businesses, strategy,

and ﬁnancial planning

Describe the resilience of the

organisation’s strategy, taking into

consideration diﬀerent climate-

related scenarios, including a 2ºC

or lower scenario

Yes

Undertake full assessment

of the CROs to prioritise

based on likelihood, time

horizon, and magnitude of

impact (including scenario

analysis in this work)

During the year, the Group engaged the services of The

Carbon Trust to help in conducting scenario analysis of

its CROs for the purpose of assessing both the impact

and the resilience of the business in relation to climate

risks. This exercise has been completed

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 management

Yes

Ensure ongoing integration

of climate-related risk

considerations into overall

risk management activities

The Group’s sustainability strategy is deeply embedded

within its strategic objectives and plans. Climate risks

are being monitored using the Group’s enterprise risk

management framework and mitigation plans are

reviewed monthly by the Sustainability Committee

Metrics and targets

Disclose the metrics used by the

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management process

Disclose scope 1, 2 and, if appropriate,

scope 3 GHG emissions and the

related risks

Yes

Measure and disclose scope

1, 2 and 3 emissions and set

science-based reductions

targets. Develop metrics

and targets linked to

speciﬁc CROs

Our GHG emissions for scope 1 and 2 are disclosed in

this report, including the metrics used to assess our

climate risks. We are engaging with our partners and

suppliers for an accurate assessment of our scope 3

emissions for 2022/23. We will keep our stakeholders

updated on the progress of this work

Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets

Yes

TCFD disclosures

continued

Airtel Africa plc

Annual Report and Accounts 2023

Governance

Describe the Board’s oversight of climate-related risks

and opportunities

The Board has 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 Audit and

Risk Committee oversees our risk management processes, including

the assessment and mitigation of CROs

(see pages 117-127 for details

of our ARC meetings and the frequency of meetings in the year).

The Sustainability Committee meets monthly and is responsible

for implementing our sustainability strategy, including the climate

response actions addressed within the environment pillar of the

strategy. The Sustainability Committee oversees the overall

implementation of the company sustainability strategy, including

strategic initiatives, budget requirements, and review the development

of performance objectives to track the achievement of both short-

and long-term goals. Our CEO currently chairs the Sustainability

Committee and attends every Audit and Risk Committee 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, Audit and Risk Committee

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 the management team,

will seek approval for any actions.

Describe management’s role in assessing and managing

climate-related risks and opportunities

Through the ERC, management oversees our risk management

processes, including the assessment and development of mitigation

actions for CROs. The ERC meets on a quarterly basis. 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 and information oﬃcer and chief supply chain oﬃcer

jointly lead ‘Our environment’ pillar of the sustainability strategy.

Our materiality assessment shows that energy use from the data

centres, network operating centres and infrastructure sites constitute

a large percentage of the total energy consumption within our

business. So, our chief technology and information oﬃcer oversees

the strategy to bring energy-eﬃcient initiatives into our core

operational processes. Furthermore, a signiﬁcant number (92%) of

our infrastructure sites are owned by tower companies (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 strategy and sustainability leads our climate-related

programmes and ensures a seamless integration between our

business strategy and climate response actions. The head of

strategy and sustainability reports to the CEO who chairs the

Sustainability Committee.

Audit and Risk Committee (ARC)

Oversees our risk management processes,

including the assessment and mitigation of

climate-related risks

Executive Risk Committee (ERC)

Identiﬁes, assesses and develops mitigation

actions for climate-related risks

Sustainability Committee

Responsible for the implementation of our

sustainability strategy, including climate response

actions within ‘Our environment’ sustainability pillar

Executive Committee (ExCo)

Ensures integration and implementation

of climate-related actions within functional

strategy and operating plans

Airtel Africa plc Board

Overall responsibility for the management

of the Group’s climate-related risks

Head of strategy and sustainability

Responsible for leading the implementation

of our sustainability strategy, including its climate-related actions

Board Committees

Executive management

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Strategy: risk and opportunities

Following the work on our climate scenario analysis this year, the list of climate risks and opportunities has been further reﬁned to align 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 are negatively impacting cooling costs, are more signiﬁcant for countries located in arid regions such as Chad,

Niger and parts of Northern Nigeria. These factors have been built into our modelling process to ensure we get a credible assessment of our

most signiﬁcant climate risks to be prioritised for the attention of our executive management and the Board.

Category

Risk type

Nature of impact

Planning horizon

Transition risks

Customer pressure

Change in customer expectations regarding the Group’s

climate action leading to a decrease in sales negatively

aﬀecting revenues

Medium (ﬁve years)

New regulations

Introduction of carbon taxes in the Group’s operating

markets adversely impacting proﬁtability

Medium

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

New regulations

Increase in energy prices for use in logistics, own sites and

leased assets leading to an increase in cost

Medium

Shareholder/stakeholder

advocacy

Increasing requirements for mandatory disclosures of

climate performance and climate risks associated

with operations

Short (three years)

Reputation

Damage to brand reputation arising from a perceived lack

of action on climate initiatives

Short

Physical risks

Flooding

Increase in frequency and severity of ﬂooding attributed to

rising sea level and/or increases in rainfall could damage

company infrastructure

Long (ten+ years)

Extreme weather events

Increase in the frequency and severity of extreme weather

events such as tropical storms, cyclones, typhons could

result in damage to company infrastructure

Long

Heat

Increase in extreme heat events and days could increase

cooling requirements for data centres and, consequently,

operating costs

Long

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

Opportunities

Enhanced market valuation

Improved ESG performance will have a positive eﬀect on

share price performance and investor perception

Short

Access to capital

Increased access to and lower cost of sustainable

ﬁnancing options

Short

Cost eﬃciency

Adopting energy eﬃcient methods and cheaper,

environmentally friendly business processes will improve

cost eﬃciencies

Medium

Reputation

Improved company reputation will help us to attract and

retain customers and employees, reducing customer

acquisition and human resources-related costs

Medium

Airtel Africa plc

Annual Report and Accounts 2023

TCFD disclosures

continued

Describe the impact of climate-related risks and

opportunities on the organisation’s businesses, strategy

and ﬁnancial planning.

Our ‘Win with’ strategy now incorporates sustainability as a key

enabler of each of the strategic pillars. This reﬂects our ambition to

deliver proﬁtable growth in the long term by integrating sustainability

into the core of our business strategy (see pages 26-37). ‘Our

environment’ pillar, encompassing climate risks and opportunities, is

one of the four pillars of our sustainability strategy. This highlights our

focus on environmental stewardship and our ambition to achieve

net zero emissions within our operations. See pages 38-55 for more

information about our sustainability strategy.

Our strategic and ﬁnancial planning processes are closely aligned

with our sustainability strategy and our ambition to achieve net zero

emissions across our operations. Speciﬁcally, this ﬁnancial year, we

have 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 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 actively participate in industry initiatives, such as the

GSMA’s Climate Action Taskforce and the biodiversity subgroup which

we co-lead to work with industry peers and ﬁnd common solutions to

address the climate crisis. We’ve started an industry-leading approach

to meet the challenges of creating a credible carbon reduction plan.

Our aim is to ﬁnd and agree a common industry approach to ensure

credible long-term decarbonisation plans and targets.

Describe the resilience of the organisation’s strategy,

taking into consideration diﬀerent climate-related

scenarios, including a 2

C or lower scenario.

This year, we conducted a scenario analysis exercise to assess the

resilience of our business in the light of the climate risks and

opportunities we are faced with.

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

(extreme case)

3. Net zero Paris Agreement aligned scenario – global temperature at

c. 1.5

C (transition to net zero).

These scenarios were selected to assess the resilience of the business

under current policies without any transition to net zero, impact of a

transition to net zero and the extreme case of a high temperature

scenario on our business operations and physical assets.

This extensive analysis started with the identiﬁcation of CROs

inherent in our business model, value chain and geographical footprint.

These climate risks and opportunities were then assessed for

likelihood, velocity,and ﬁnancial materiality. The scenario-testing was

principally quantitative based with 81% of our CROs assessed using

quantitative data from externally-accessed climate datasets. For the

balanced CROs, we opted for qualitative assessment using likelihood

and velocity.

The result of the scenario analysis shows that:

The most signiﬁcant transition risks for our business are direct

carbon prices on our leased assets and network equipment as

these would have the impact of increasing our operating costs and

the potential introduction of carbon taxes in various countries

The key physical risks relate to increase in river and coastal ﬂooding

in our operating markets with the potential to disrupt operations,

damage physical infrastructure and negatively impact revenues,

increase in air temperature resulting in increased cooling

requirements and, consequently, higher energy costs, and extreme

weather events such as tropical cyclones in two of our markets

(Madagascar and Malawi)

Finally, our most signiﬁcant climate opportunities will result from

increased market valuation from early transition to net zero, access

to green ﬁnancing opportunities, and improved cost eﬃciency from

the adoption of energy eﬃcient methods and environmentally

friendly business processes.

The output of the scenario modelling shows that the Group stands to

beneﬁt from an early transition to net zero through enhanced market

valuation and access to better ‘green’ ﬁnancing options, and should

take every necessary step to mitigate the risks of extreme weather

events on its physical assets to prevent business disruptions which

could negatively impact our future revenues and proﬁtability. The

outcome of the scenario analysis further justiﬁes the company’s

strategy to achieve net zero by 2050.

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 page 61 for details of our enterprise

risk management framework.

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 transition risks detailed within the environment

pillar of our sustainability strategy. See pages 38-55 for details of our

sustainability strategy.

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 and

meets monthly.

Our head of strategy and sustainability is primarily responsible for the

design and implementation of our climate response actions. For a

detailed overview of our risk management process and framework,

see page 91.

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

Describe how processes for identifying, assessing and

managing climate-related risks are integrated into the

organisation’s overall risk management.

The process of identifying, assessing, and managing climate-related

risks follows our existing enterprise risk management framework.

Our framework allows for a uniform approach across the Group for

risk identiﬁcation, assessment and prioritisation. Speciﬁcally, in relation

to climate-related risks, we have further assessed identiﬁed risks,

based on likelihood, velocity and potential ﬁnancial impact using both

qualitative and externally available quantitative data sets as part of our

scenario analysis to determine the resilience of the business and the

prioritisation of the risks.

We have identiﬁed appropriate quantitative metrics for measuring and

tracking the impact of climate of our operations and we will continue to

review and identify other suitable metrics to be used to reliably assess

and measure our climate risks and opportunities on an ongoing basis.

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.

Since the launch of our sustainability strategy, we have set out to

reliably measure and report carbon emissions within our business and

value chain. The outcome of this work resulted in the publishing of our

scope 1, 2 and 3 baseline data in our inaugural Sustainability Report in

2022. In preparing this report, we have not published updated scope 3

emissions data as we are engaging with our towerco partners to

ensure the robustness and completeness of our scope 3 emissions

data. We expect that the outcome of this engagement will ensure that

we can reliably publish our scope 3 emissions data in future reporting.

Metrics and targets

Disclose the metrics used by the organisation to assess

climate-related 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 (CROs) and opportunities 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 climate risks

and opportunities.

Our business model does not principally involve the use of water and/

or land resources and no metrics have been selected with respect to

water and land use as these are immaterial to our business.

Metrics

Measure

Scope 1 emissions

tCO

Scope 2 emissions

tCO

Total energy consumption

kWh

Carbon intensity

tCO

e per MW

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

have been focused on understanding our scope 1, 2 and 3 emissions.

From the beginning of 2022, we have worked closely with The Carbon

Trust, the leading global environmental consultancy, to develop

detailed scope 1 and 2 modelling for calculating our GHG emissions

across all our operating footprint and value chain. We are engaging

with our towercos partners for an accurate assessment of our

2022/23 scope 3 emissions. We will keep our stakeholders updated

on the progress of this work. Our baseline data for scope 3 was

disclosed in our Sustainability Report 2022.

Measure

Baseline data

(2021/22)

Current year

(2022/23)

Scope 1 emissions

tCO

65,180

67,266

Scope 2 emissions

tCO

50,539

47,577

Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance

against targets.

We are committed to achieving our net zero ambition by 2050 as was

disclosed in our sustainability strategy. This commitment has led to

the integration of our long-term planning process in our sustainability

strategy to ensure the delivery of our sustainability objective as we

deliver on our business objectives. This is reﬂected for instance in our

capital expenditure planning process where our commitment towards

renewable energy transition is a key driver in the planning for new sites’

rollout and contract negotiations with our towerco partners as are

other considerations such as cost eﬃciency in the face of increased

fuel price inﬂation. This integration of our strategic planning process

and sustainability strategy is at the centre of our climate response plan

to ensure we can deliver on our commitment to transition to net zero

within our operations by 2050.

We have conducted an extensive feasibility study of our

decarbonisation interventions and have a near-term target to reduce

our carbon intensity by 62% and absolute emissions from our existing

assets (before accounting for future business growth and network

expansion) by 54% by 2032. We have taken a near-term target of

2032 which is 10 years from our baseline of 2022 which is in line with

the Science Based Target initiative (SBTi).

We have identiﬁed speciﬁc KPIs which allow us to measure our

performance and we will 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 against

achievement of the CROs as part of our broader sustainability strategy.

The incentives are linked to the delivery of sustainability strategy

which cuts across four pillars and nine dedicated workstreams, among

them, reduction of GHG emissions and environmental stewardship.

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.

Markets and

performance

The signiﬁcant growth in our

mobile money business has

meant we’ve evolved our

organisational structure.

This has led to changes in the information used by our CEO

(who is the chief operating decision-maker) for the allocation

of resources and the assessment of performance. This, in

turn, means we’re changing how we report performance.

From April 2022, we report on mobile money as a new

operating and reportable segment, while continuing to

report segmental performance for mobile services in Nigeria,

East Africa and Francophone Africa.

Business review

Airtel Africa plc Annual Report and Accounts 2023

STRATEGIC REPORT

Regional performance (mobile services and mobile money combined)

Nigeria – regional performance

Revenue

EBITDA

EBIDTA margin

ARPU

$2,128m

$1,091m

51.3%

$3.8

Reported currency

13.3%

4.7%

(424 bps)

0.8%

Constant currency

20.3%

11.1%

(423 bps)

7.0%

East Africa – regional performance

Revenue

Underlying EBITDA

Underlying EBIDTA margin

ARPU

$1,931m

$1,030m

53.3%

$2.7

Reported currency

12.5%

16.9%

+202 bps

4.4%

Constant currency

17.4%

21.8%

+193 bps

9.0%

Francophone Africa – regional performance

Revenue

EBITDA

EBIDTA margin

ARPU

$1,201m

$560m

46.6%

$3.7

Reported currency

6.2%

12.0%

+242 bps

(2.2%)

Constant currency

12.7%

18.3%

+220 bps

3.8%

Consolidated Group perfomance

Revenue

Underlying EBITDA

Underlying EBIDTA margin

APRU

$5,255m

$2,575m

49.0%

$3.3m

Reported currency

11.5%

11.4%

(3 bps)

1.8%

Constant currency

17.6%

17.3%

(14 bps)

7.4%

Airtel Africa plc Annual Report and Accounts 2023

Business review

continued

Mobile services

Meeting the

demand for

connection,

through

excellent

execution

Summarised statement of operations

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

Mar-23

Mar-22

Revenue

4,721

4,294

9.9%

16.2%

Voice revenue

2,491

2,358

5.6%

11.8%

Data revenue

1,787

1,525

17.2%

23.8%

Other revenue

443

411

7.6%

13.4%

Underlying EBITDA

2,329

2,140

8.8%

14.9%

Underlying EBITDA margin

49.3%

49.8%

(51) bps

(57) bps

Depreciation and amortisation

(794)

(697)

13.9%

20.6%

Operating exceptional Items

(32)

(100.0%)

Operating proﬁt

1,428

1,348

5.9%

11.6%

Capex

700

621

12.7%

Operating free cash ﬂow

1,629

1,519

7.2%

15.8%

Operating KPIs

Mobile voice

Customer base

million

140.0

128.4

9.0%

Voice ARPU

1.5

1.6

(3.5%)

2.1%

Mobile data

Data customer base

million

54.6

46.7

16.9%

Data ARPU

3.0

2.9

3.5%

9.3%

Mobile service revenue after inter-segment eliminations was $4,715m in year ended 31 March 2023 and

$4,290m in the prior year.

Growth % in constant currency

Revenue – Voice ($m)

FY’23

FY’22

2,491

11.8%

15.4%

2,358

Revenue – Data ($m)

FY’23

FY’22

1,787

23.8%

34.6%

1,525

Revenue

$4,721m

Underlying EBITDA

$2,329m

Operating proﬁt

$1,428m

Voice ARPU

$1.5

Data ARPU

$3.0

Reported currency

9.9%

Constant currency

16.2%

Reported currency

3.5%

Constant currency

9.3%

Reported currency

8.8%

Constant currency

14.9%

Reported currency

5.9%

Constant currency

11.6%

Reported currency

(

3.5%)

Constant currency

2.1%

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Overview

We’ve been at the forefront of the rapid growth of mobile services in

sub-Saharan Africa in recent years – but there is still much further to

go in order to meet demand in a region that, while growing fast, is still

under-connected. Only 40% of the adult population has access to

mobile data, and the usage gap among those who are covered by

networks is almost 44%. That means demand for mobile services

in all our markets remains strong. We aim to meet it by connecting

more people, oﬀering transparent voice and data products that meet

their needs, and expanding our physical and digital distribution

networks so that more customers can access our services eﬀectively

and aﬀordably.

Our customer base grew by 9.0% to 140 million in 2022/23, and

revenues grew by 16.2%, despite a year in which turbulence in the

global economy was expressed in our markets through a series of

headwinds, including cost-of-living pressures for our customers and

communities. Inﬂation in fuel and food prices meant that many

customers became even more price conscious. We’ve always taken

the approach of seeking revenue from increased usage, rather

than prices, so we continued to oﬀer ‘more for more’. The rate of

smartphone adoption slowed in some markets as the cost of living

had an impact on discretionary spend – but usage of all our services

increased, reﬂecting the fact that they are increasingly seen as

essential services by users.

Our success in mobile services is built on the strength of our network

and the excellence of our distribution. We invested strategically in

our network in 2022/23, signiﬁcantly expanding our 4G network,

modernising many of our sites, and launching 5G in selected markets

in readiness for future demand. At the same time, we continued to

reﬁne and expand our distribution footprint, increasing our exclusive

outlets by 15.3% to 79,500+.

Our voice ARPU grew by 2.1% compared to 2021/22, and overall

our mobile voice business line – which includes pre- and post-paid

wireless voice services, international roaming, ﬁxed-line phone services

and interconnect revenue – contributed 89.8% to Airtel Africa’s

consolidated revenue in 2022/23. The big opportunity for the future,

however, is data – which is why we have continued to consolidate our

leadership positions in 4G in most markets, supporting the digital

inclusion ambitions of our sustainability strategy while setting the

foundations for our continued growth.

Our performance

Overall mobile services revenue increased to $4,721m, up by 9.9%

in reported currency, while growth in constant currency was 16.2%.

Revenue growth was recorded across all regions and key services:

Nigeria up by 20.3%, East Africa by 13.4% and Francophone Africa

by 11.9%.

Voice revenue grew by 11.8% in constant currency, driven by both

customer base growth of 9.0% and voice ARPU growth of 2.1%.

Revenue growth for the ﬁrst half of the year was slightly impacted by

the eﬀect of barring outgoing calls in Nigeria for those customers

who had not submitted their National Identity Numbers (‘NINs’).

We continue to invest in our network to increase coverage, while also

expanding our distribution infrastructure to drive further customer

base growth.

Our continued expansion of network and distribution infrastructure

helped drive customer additions. Voice usage per customer increased

by 5.9%, resulting in voice ARPU growth of 2.1%. Voice usage per

customer increased to 272 minutes per customer per month from

257 minutes per customer per month, and total minutes on the

network increased by 16.0%.

Data revenue grew by 23.8% in constant currency, driven by strong

growth in customer base of 16.9% and data ARPU growth of 9.3%.

Revenue growth was recorded across all regions: Nigeria grew by

27.8%, East Africa by 22.8% and Francophone Africa by 16.2%,

respectively. Data customer base growth of 16.9% resulted from the

further expansion of our 4G network with 90.3% of total sites on 4G,

up from 87.6% (almost 100% of sites in six OpCos are now on 4G).

Total customers reached 54.6 million with 4G customers of 26.5

million, contributing to 48.5% of the total data customer base. Data

usage per customer increased by 29.1% driving data ARPU growth of

9.3%. Data usage per customer reached 4.4 GB per customer per

month up from 3.4 GB per customer per month in the prior period.

Q4’23 data usage per customer increased to 4.6 GB per month (up by

26.6%) and 4G data usage per customer at 7.6 GB per month from

5.9 GB per customer per month (up by 29.6%).

Mobile services underlying EBITDA was $2,329m, and grew by 14.9%

in constant currency with an underlying EBITDA margin of 49.3%,

declining 57 basis points in constant currency. The reduction in

underlying EBITDA margin was due to an increase in operating costs

in Nigeria reﬂecting energy price inﬂation.

Operating free cash ﬂow was $1,629m, up by 15.8%, due to the

expansion of underlying EBITDA partially oﬀset by higher capex.

Airtel Africa plc

Annual Report and Accounts 2023

Nigeria

–

mobile services

Investing in

the future of

Nigeria’s digital

economy

Other market participants

MTN

Globacom

9 Mobile

MAFAB Communication

Business review

Summarised statement of operations

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

Mar-23

Mar-22

Revenue

2,128

1,878

13.3%

20.3%

Voice revenue

1,053

985

6.9%

13.4%

Data revenue

884

734

20.4%

27.8%

Other revenue

191

159

20.2%

27.5%

EBITDA

1,099

1,043

5.3%

11.8%

EBITDA margin

51.6%

55.5%

(390) bps

(389) bps

Depreciation and amortisation

(344)

(268)

28.6%

36.9%

Operating exceptional items

–

0.0%

Operating proﬁt

719

770

(6.6%)

(1.0%)

Capex

293

249

17.7%

Operating free cash ﬂow

806

794

1.5%

10.0%

Operating KPIs

Total customer base

million

48.4

44.4

9.0%

Data customer base

million

23.8

20.3

17.3%

Mobile services ARPU

3.8

0.8%

7.0%

Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2023 and $1m in the

prior period. Excluding inter-segment revenue, voice revenue was $1,052m in year ended 31 March 2023

and $984m in the prior period.

Other revenue includes inter-segment revenue of $2m in the year ended 31 March 2023 and $2m in the

prior period. Excluding inter-segment revenue, other revenue was $189m in year ended 31 March 2023

and $157m in the prior period.

Growth % in constant currency

Revenue

$2,128m

EBITDA

$1,099m

Operating proﬁt

$719m

ARPU

$3.8

Reported currency

13.3%

Constant currency

20.3%

Reported currency

5.3%

Constant currency

11.8%

Reported currency

(

6.6%)

Constant currency

(

1.0%)

Reported currency

0.8%

Constant currency

7.0%

Revenue ($m)

FY’23

FY’22

2,128

20.3%

27.7%

1,878

EBITDA ($m)

FY’23

FY’22

1,099

51.6%*

55.5%*

1,043

Revenue split

Others

Voice

49%

Data

42%

* EBITDA margin %

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Overview

We’re very close to our customers in Nigeria, our largest single country

market, where a young and growing population has a huge appetite

for fast, aﬀordable data and reliable mobile services. Nigeria’s dynamic

economy gains much of its energy from digital entrepreneurship – and

we aim to partner the country and our customers as they drive digital

transformation and economic empowerment.

We’re investing in that digital future. We’ve created 1,000+ km more

ﬁbre infrastructure this year, with a focus on the major cities of Lagos,

Kano, Abuja and Enugu. We’re ensuring greater network reliability

to give customers a consistent experience and expanding our

distribution network to reach more people in remote, underserved

areas. And in December 2022, Airtel Nigeria bought additional 5G

spectrum at auction for $285m so that are ready for future 5G

demand, while we continued to expand our 4G footprint to 76.7%,

to reach more communities.

Meeting Nigeria’s National Identity Number (NIN) regulations has

continued to be an important business requirement in 2022/23.

While the government’s barring of people who had not registered

their NINs slowed growth and revenues at times during the year, we’ve

been proactive in conducting awareness campaigns, setting up NIN

registration facilities and increasing the number of our KYC centres,

while creating oﬀers for NIN re-registration. Similarly, we’ve weathered

the signiﬁcant pressures of a year in which fuel prices rose sharply,

elections dominated the political agenda, and devaluation and

currency shortages drove up underlying costs.

Despite these headwinds, the resilient performance of our teams on

the ground has meant this has been another year of growth, with our

customer base growing by 9.0%, and revenues by 20.3%.

Our performance

In reported currency, Nigeria revenue grew by 13.3% to $2,128m and

20.3% in constant currency. Strong growth in both voice and data

contributed to revenue growth, driven mainly by overall customer

base growth of 9.0% and data customer base growth of 17.3%.

ARPU grew by 7.0%, largely driven by higher data and other revenue.

Q4’23 revenue growth at 18.7% was lower compared to 23.1% in

Q3’23 mainly due to a shortage of cash in the country as a result of

the demonetisation initiative, which impacted our cash recharges

(50% of total recharges are cash based).

Voice revenue increased by 13.4% in constant currency, largely driven

by customer base growth of 9.0% supported by voice ARPU growth

of 0.9%. The barring of outgoing calls for customers who had not

submitted their NINs had an adverse impact on voice revenue.

A total of 13.6 million customers were originally barred, out of which

6.4 million customers (47%) have subsequently submitted their NINs

and 3.5 million customers (26%) have been fully veriﬁed and unbarred.

We estimate that this resulted in the loss of approximately $110m of

revenues in year ended 31 March 2023, providing a drag on revenue

growth of 6% in Nigeria.

Data revenue increased by 27.8% in constant currency, driven by both

data customer base growth of 17.3% and data ARPU growth of 9.9%.

Over the last year, we have enhanced our 4G network with ample data

network capacity to provide high-speed data to our customers with

almost 100% of our sites now on 4G and data capacity increase of

27.5%. This has contributed to 4G data customer growth of 27.6%.

Data usage per customer increased by 24.8% facilitating continued

data ARPU growth. Data usage per customer reached 5 GB per

customer per month from 4 GB per customer per month in the

previous period. In Q4’23, 4G data usage per customer increased to

9.5 GB per month (up by 46.5%) from 6.5 GB per customer per month

in the prior period. 4G data usage now contributes to 80.4% of total

data usage on our network.

Other revenues grew by 27.5% in constant currency, with the main

contribution coming from the growth in value added services revenue,

led by airtime credit services.

Nigeria mobile services EBITDA was $1,099m, up by 11.8% in

constant currency. The EBITDA margin declined to 51.6% from

55.5% due to an increase in operating costs arising from inﬂationary

pressures, particularly related to the fuel costs. The EBITDA margin

in Q4’23 stabilised at 52.3% from 52.1% in Q3’23.

Operating free cash ﬂow was $806m, up by 10.0%, due to the

expansion of EBITDA partially oﬀset by higher capex spend in

current period.

Transforming lives

spotlight

Using satellite technology to

keep isolated customers

connected in Nigeria

Our customers rely on a stable, functioning

network to keep connected – especially

when times are challenging. In some rural

parts of Borno State in northeast Nigeria,

the telecommunications infrastructure has

been damaged during the insurgency in the

region, cutting access to services for people

there when they need it most – including

the region’s many internally-displaced

persons (IDPs).

In 2022, we deployed satellite technology

to reconnect the towns of Banki, Buratai,

Baga, Cross, Damasak, Monguno, Dikwa

and Ngala in Borno State, and began

integrating these satellite sites on

microwave technology in Dikwa, Ngala and

Gamboru. At the same time, we expanded

our distribution network, adding a further

60+ outlets.

Customers are now able to connect within

and between towns, and access services

such as banking and healthcare – critically

important for residents and IDPs. The

initiative has also reached a monthly

revenue of $200,000+ in March 2023.

Airtel Africa plc

Annual Report and Accounts 2023

East Africa

–

mobile services

Unlocking digital

beneﬁts for

customers,

communities

and our

business

Business review

continued

Revenue

$1,508m

Underlying EBITDA

$753m

Operating proﬁt

$456m

ARPU

$2.1

Reported currency

8.1%

Constant currency

13.4%

Reported currency

12.1%

Constant currency

17.5%

Reported currency

18.5%

Constant currency

24.5%

Reported currency

0.4%

Constant currency

5.3%

Summarised statement of operations

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

Mar-23

Mar-22

Revenue

1,508

1,395

8.1%

13.4%

Voice revenue

836

783

6.8%

12.2%

Data revenue

537

457

17.6%

22.8%

Other revenue

135

155

(12.8%)

(7.8%)

Underlying EBITDA

753

672

12.1%

17.5%

Underlying EBITDA margin

49.9%

48.1%

177 bps

174 bps

Depreciation and amortisation

(260)

(230)

12.8%

17.8%

Operating exceptional items

(32)

(100.0%)

Operating proﬁt

456

385

18.5%

24.5%

Capex

256

259

(1.0%)

Operating free cash ﬂow

497

413

20.4%

29.2%

Operating KPIs

Total customer base

million

62.7

57.2

9.7%

Data customer base

million

21.9

18.3

19.9%

Mobile services ARPU

2.1

0.4%

5.3%

The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia.

Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2023 and $1m in the

prior period. Excluding inter-segment revenue, voice revenue was $835m in year ended 31 March 2023

and $782m in the prior period.

Other revenue includes inter-segment revenue of $11m in the year ended 31 March 2023 and $9m in the

prior period. Excluding inter-segment revenue, other revenue was $124m in year ended 31 March 2023

and $146m in the prior period.

Growth % in constant currency

Revenue ($m)

FY’23

FY’22

1,508

13.4%

19.3%

1,395

Underlying EBITDA ($m)

FY’23

FY’22

753

49.9%*

48.1%*

672

Revenue split

Others

Voice

55%

Data

36%

* Underlying EBITDA margin %

Connecting the unconnected

means relentlessly focusing on

the basics – continuing to

expand our network coverage

while ensuring best-in-class

experience, increasing our

distribution reach to enable

easy access to our customers,

and providing aﬀordable,

simple and easy-to-use

products and services.

Apoorva Mehrotra

Regional director – East Africa

Other market participants

Kenya – Safaricom and Telkom

Malawi – TNM

Rwanda – MTN

Tanzania – Vodacom, Tigo, and Halotel

Uganda – MTN, UTL and Lyca

Zambia – MTN and Zamtel

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Overview

Our six markets in East Africa host some of the strongest economies

in Africa, with regional GDP growth reaching 4.8% this year despite

macroeconomic disruption in the global economy. There are 221

million people in our region, and for that relatively young population

our products and services are a gateway to ﬁnancial and digital

opportunity.

Our aim is to unlock commercial and digital beneﬁts for all our

customers, their communities, and our business. In a year when

inﬂation has put pressure on every customer’s budget, we’ve oﬀered

more value to our customers through ‘more-for-more’ product

oﬀerings. At the same time, we’ve engaged regulators in each of our

markets to enable more competitive pricing, so that our customers’

greater usage has seen us increase revenues in voice and data.

We have continued to improve our network, simplify our products

and increase customer touchpoints for our services. Our population

coverage now stands at 90.3%, and we’ve added 1,400+ 4G sites in

the past year while modernising additional sites so we can oﬀer better

connectivity and faster speeds for our customers. Fibre-to-the-home

(FTTH) and ﬁbre-to-the-business (FTTB) has also expanded, while we

continue to beneﬁt from increased home broadband and enterprise

custom. We’ve also invested in 5G spectrum in four markets, to ensure

we are ready for the additional demand for data we see ahead.

Meeting local regulatory requirements is an essential part of our

business, and this year we adopted new KYC regulations in Kenya,

Tanzania and Zambia, all requiring identiﬁcation documents to register

SIM cards. We rapidly updated our onboarding and KYC processes to

minimise lost revenues from barred customers.

Distribution remains a crucial competitive advantage, and we ended

2022/23 with 179,400+ activating outlets, which is an increase by

22.3% since last year.

Our performance

In East Africa, mobile services revenue grew by 8.1% in reported

currency, and 13.4% in constant currency. The diﬀerential in growth

rates was due to average currency devaluation of the Kenyan shilling,

Ugandan shilling and Malawian kwacha, partially oﬀset by an

appreciation in the Zambian kwacha. Current year was impacted by

the loss of tower sharing revenues (c. $21m) following the sales of

towers in Tanzania and Malawi which is reﬂected in the 7.8% decline

in other revenues over the period. Revenue growth, excluding the site

sharing revenue impact of tower sales, was 15.2% for the period.

Voice revenue grew by 12.2% in constant currency, driven by both

customer base growth of 9.7% and voice ARPU growth of 4.1%.

The customer base growth of 9.7% was supported by the expansion

of our network, enhanced coverage, and distribution infrastructure.

Site count increased by 9.2% and activating outlets increased by

22.3%. Voice usage per customer increased by 10.0% to 384 minutes

per customer per month resulting in voice ARPU growth of 4.1%. Total

minutes on the network increased by 18.5% to 279.0 billion minutes.

Data revenue grew by 22.8% in constant currency, largely driven by

both data customer base growth of 19.9% and data ARPU growth

of 9.2%. The expansion of our 4G network and ample data network

capacity helped us to grow both the data customer base and data

usage. 90.4% of our total sites in East Africa are on 4G as compared

with 85.9% in prior period. 47.3% of our total data customer base

is on 4G which contributes to 70.9% of total data usage (in Q4’23).

Data usage per customer increased by 28.3%, resulting in data ARPU

growth of 9.2%, and data usage per customer reached 4.2 GB per

customer per month from 3.3 GB per customer per month. In Q4’23,

4G data usage per customer increased to 6.5 GB per month from

5.5 GB per customer per month (up by 18.4% from the prior period).

Mobile services underlying EBITDA increased to $753m, up 17.5% in

constant currency. Underlying EBITDA margin improved to 49.9%, an

improvement of 174 basis points in constant currency, as a result of

revenue growth and improved operating eﬃciencies.

Operating free cash ﬂow was $497m, up by 29.2% in constant

currency, largely due to expansion of underlying EBITDA.

Overcoming challenging times to

provide essential services in Malawi

Customers and businesses in Malawi faced a range of

challenges in 2022/23 – and we responded by ﬁnding

new ways of working to maintain essential telecoms

services. Protracted power failures and a country-wide

fuel shortage meant that many telecommunication

towers were unable to operate for signiﬁcant periods

– while communities also had to tackle the impact of

cyclones Gombe and Anna, sharp currency devaluations,

foreign exchange shortages, and inﬂation.

We formed a new partnership with our towerco,

Helios Towers, and engaged with the Malawi Energy

Regulatory Authority and Reserve Bank to ensure our

services were maintained. In addition, in 2022/23 we

invested around $15m in our network despite the

shortage of foreign currency in Malawi.

Maintaining our services helped us meet the demand

for data, which grew by 125% in 2022/23, and gave

customers access to mobile money services.

“Customers and regulators recognise us as an essential

service, especially when times are diﬃcult – so keeping

our network running this year meant we could keep

connecting communities and businesses and enabling

ﬁnancial inclusion.”

Charles Kamoto

Managing director, Airtel Malawi

Transforming lives

spotlight

Airtel Africa plc

Annual Report and Accounts 2023

Business review

continued

Francophone Africa

–

mobile services

Data usage

driving our

growth, while

closing the

digital divide

We’re in an enviable position

as a business. Demand for our

services is out there, waiting for

us to build out our networks

and our service delivery

platforms to satisfy our

customers’ needs – and

our expansion drives the

sustainable development that

will help us thrive into the future.

Michael Foley

Regional director – Francophone Africa

Other market participants

Chad: Maroc, Sotel

The Democratic Republic of the Congo (DRC):

Vodacom, Orange and Africell

Gabon: Moov (Maroc Telecom)

Madagascar: Orange and Telma

Niger: Zamani, Moov (Maroc Telecom),

Niger Telecom

Republic of the Congo: MTN

The Seychelles: Cable & Wireless and

Intelvision

Revenue

$1,090m

EBITDA

$476m

Operating proﬁt

$252m

ARPU

$3.3

Reported currency

5.5%

Constant currency

11.9%

Reported currency

12.0%

Constant currency

18.2%

Reported currency

29.9%

Constant currency

35.5%

Reported currency

(2.9%)

Constant currency

3.0%

Summarised statement of operations

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

Mar-23

Mar-22

Revenue

1,090

1,033

5.5%

11.9%

Voice revenue

607

594

2.2%

8.8%

Data revenue

366

334

9.6%

16.2%

Other revenue

117

105

10.9%

15.3%

EBITDA

476

425

12.0%

18.2%

EBITDA margin

43.7%

41.2%

255 bps

236 bps

Depreciation and amortisation

(190)

(199)

(4.7%)

1.7%

Operating exceptional items

–

0.0%

Operating proﬁt

252

194

29.9%

35.5%

Capex

151

114

32.5%

Operating free cash ﬂow

325

311

4.5%

12.7%

Operating KPIs

Total customer base

million

28.9

26.8

7.8%

Data customer base

million

8.9

8.2

9.4%

Mobile services ARPU

3.3

3.4

(2.9%)

3.0%

The Francophone Africa business region includes Chad, Democratic Republic of the Congo, Gabon,

Madagascar, Niger, Republic of the Congo and the Seychelles.

Voice revenue includes inter-segment revenue of $3m in the year ended 31 March 2023 and $2m in the

prior period. Excluding inter-segment revenue, voice revenue was $604m in year ended 31 March 2023

and $592m in the prior period.

Other revenue includes inter-segment revenue of $3m in the year ended 31 March 2023 and $1m in the

prior period. Excluding inter-segment revenue, other revenue was $114m in year ended 31 March 2023

and $104m in the prior period.

Growth % in constant currency

Revenue ($m)

FY’23

FY’22

1,090

11.9%

15.8%

1,033

EBITDA ($m)

FY’23

FY’22

476

43.7%*

41.2%*

425

Revenue split

Others

10%

Voice

56%

Data

34%

* EBITDA margin %

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Overview

Our Francophone Africa segment is made up of Chad, Democratic

Republic of the Congo, Gabon, Madagascar, Niger, Republic of the

Congo and the Seychelles – and it is home to more than 181 million

people. The region has a median age of 16*, and landline infrastructure

is scarce – which means that mobile services are the ﬁrst and often

only way that millions of people can connect with each other and the

wider economy.

This creates a huge demand for data and voice services. This year

usage across all segments continued to grow, alongside our customer

base. Data usage, in particular, is growing fast, highlighting the

continuing appetite for internet access. We’ve invested in urban ﬁbre

in cities such as Kinshasa, Niamey and N’Djamena, and in network

expansion across all markets. In DRC we invested in additional

spectrum, and in Chad, in a ﬁrst for the region, we built a multiple-input

multiple-output (MIMO) antenna in N’Djamena. This investment across

the region was primarily driven by the need to meet demand for data

– and data usage grew by 57.8% in 2022/23.

Our resilient performance this year is a credit to the work of our teams,

who have faced signiﬁcant challenges in several markets as price

inﬂation, fuel shortages and lack of security have disrupted the

economy and made life diﬃcult for many in the communities we serve.

A number of markets have also experienced severe weather events

linked to climate change, with Chad, the DRC and Niger, in particular,

suﬀering ﬂoods that saw many thousands of people displaced –

situations in which we have made enormous eﬀorts to maintain

essential mobile services.

Despite these headwinds, we’ve welcomed 0.8 million new data

customers, and grown our overall customer base by 7.8%, connecting

more people and communities than ever before.

Our performance

In Francophone Africa, mobile services revenue grew by 5.5% in

reported currency and by 11.9% in constant currency. The diﬀerential

in growth rates was driven primarily by the 11.7% devaluation of the

Central African franc.

Voice revenue increased by 8.8% in constant currency, mainly driven

by customer base growth of 7.8%. With continued investments in

network expansion and distribution infrastructure, total sites increased

by 9.2% and activating outlets increased by 12% (exclusive outlets

increased by 20%). Voice usage per customer grew by 10.1% to

150 minutes per customer per month, thereby resulting in a 19.5%

growth in total voice minutes on our network.

Data revenue increased by 16.2% in constant currency, driven by

both customer base growth of 9.4% and data ARPU growth of 7.8%.

We continue to expand our 4G network, with 69.0% of our sites in

Francophone Africa on 4G (up from 65.3% in prior period) and data

capacity on our network increased by 60.5%. Total data usage

increased by 57.8%, primarily driven by an increase in data usage

per customer by 46.3% to 3.5 GB per customer per month compared

with 2.4 GB in the prior period. As of Q4’23, 54% of the data customer

base is on 4G, contributing to 72.4% of total data usage. Q4’23 4G

data usage per customer increased to 5.6 GB per month (up by

18.4%) compared with 4.7 GB per customer per month.

Mobile services EBITDA at $476m, increased by 18.2% in constant

currency. EBITDA margin improved to 43.7%, an improvement of

236 basis points in constant currency. However, the current year

had a one-time opex beneﬁt of approximately $19m in the ﬁrst half,

resulting in a normalized EBITDA margin for 2022/23 of 42.0% –

an improvement of 68 basis points in constant currency.

Operating free cash ﬂow was $325m, increased by 12.7%, driven

by the expansion in EBITDA and partially oﬀset by higher capex.

* Source: World Bank report (2022)

Deploying ‘Massive MIMO’

technology to improve our

network in Chad

Rapidly increasing demand for voice and

data services can put pressure on any

telecoms network – especially in towns

and cities with a high concentration

of customers.

This year, we explored an innovative

approach to improving our customers’

service: by deploying ‘Massive MIMO’

technology to N’Djamena, the capital city

of Chad. ‘MIMO’ stands for ‘multiple inputs,

multiple outputs’, and describes an

antennae technology that can help improve

download speeds. Our deployment in

22 sites in Chad in October 2022 was the

ﬁrst use of Massive MIMO in our operations

which has had rapid results: data traﬃc on

these sites increased by 44% and capacity

almost doubled.

We’ve also seen a quick response from

customers, who are now better connected

than ever to each other, and to the digital

economy.

Transforming lives

spotlight

Airtel Africa plc

Annual Report and Accounts 2023

Business review

continued

Mobile money

Mobile money:

bridging the

ﬁnancial divide

and fostering

commerce

Airtel Money connects

communities, enables

payments and makes life

simpler for our customers.

Our ﬁnancial services are

transformational to the

economies and communities

in which we operate, and we

are closely aligned with

governments’ objectives for

driving ﬁnancial inclusion

and a digital economy.

Ian Ferrao

CEO, Airtel Money

Revenue

$692m

EBITDA

$344m

Operating proﬁt

$318m

ARPU

$2.0

Reported currency

25.1%

Constant currency

29.6%

Reported currency

22.4%

Constant currency

26.4%

Reported currency

24.2%

Constant currency

28.0%

Reported currency

3.1%

Constant currency

6.8%

Summarised statement of operations

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

Mar-23

Mar-22

Revenue

692

553

25.1%

29.6%

Nigeria

–

East Africa

531

411

29.1%

32.6%

Francophone Africa

161

142

13.4%

20.3%

EBITDA

344

281

22.4%

26.4%

EBITDA margin

49.8%

50.8%

(107) bps

(123) bps

Depreciation and amortisation

(17)

(14)

25.6%

31.6%

Operating proﬁt

318

256

24.2%

28.0%

Capex

29.5%

Operating free cash ﬂow

311

256

21.7%

26.1%

Operating KPIs

Mobile money customer base

million

31.5

26.2

20.4%

Transaction value

$bn

88.6

64.4

37.4%

41.3%

Mobile money ARPU

2.0

1.9

3.1%

6.8%

Mobile money consolidates the results of mobile money operations from all operating entities within the

Group. Airtel Money Commerce B.V. (AMC B.V.) is the holding company for all mobile money services for

the Group, and as of 31 March 2023, it consolidates mobile money operations from 11 OpCos, currently

excluding operations in Nigeria, Republic of the Congo and Tanzania. It is our management’s intention to

continue work to transfer all these remaining mobile money operations into AMC B.V., subject to local

regulatory requirements.

Mobile money service revenue post inter-segment eliminations with mobile services was $540m in the

year ended 31 March 2023, and $424m in the prior year.

Growth % in constant currency

Revenue ($m)

FY’23

FY’22

692

29.6%

34.9%

553

EBITDA ($m)

FY’23

FY’22

344

49.8%*

50.8%*

281

* EBITDA margin %

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Overview

Across the region, mobile money is an increasingly important driver

of economic growth. This trajectory will continue: economies are

becoming increasingly cashless, consumers are embracing new

ﬁnancial behaviours, and businesses of all sizes are ﬁnding it cheaper,

faster and more convenient to use mobile money services, whether

that’s to conduct regular small transactions or to make bulk payments

direct to their employees or customers’ mobile money wallets. And

among the many under-banked or un-banked people in our markets,

mobile money is creating access to basic ﬁnancial services that

would otherwise be unavailable to them, and rapidly increasing

ﬁnancial inclusion.

This year has seen excellent results for Airtel Money: we have widened

our customer base and driven increased revenues. We see signiﬁcant

further opportunity ahead, and we have invested in our people and

technology in order to meet it, as well as expanding our distribution

network and ﬂoat availability through our Airtel Money branches

(AMBs) which expanded by 11.5% in 2022/23, and our kiosks, which

increased by 10.8%.

Following the award of our Payment Service Bank (PSB) licence in

Nigeria in April 2022, we are now able to oﬀer digital wallets and bank

accounts to customers in one of Africa’s largest markets through their

mobile phones. We have rapidly established a network of more than

52,000 agents in Nigeria, so we can start reaching customers and

including more people in our mobile money eco-system, while building

relationships with businesses and setting up our IT platforms to

ensure we oﬀer a stable, reliable service. We have also launched an

information campaign to explain mobile money to potential customers

in a country where there is signiﬁcant scope for greater ﬁnancial

inclusion – more than 60 million Nigerians remain unbanked.

Elsewhere, we’re expanding the scope of our services and creating

increased ‘use cases’. In Uganda, Tanzania and Zambia, for example,

we’ve launched a new micro-merchant programme to bring more

small and informal businesses into the mobile money economy. Our

aim is to reach more than one million micro-merchants in the region in

2023/24. We’re working on interoperability in several markets, which

gives customers more access to ﬁnancial services across borders.

And across the region as a whole, we’re continuing to expand our

oﬀering of mobile wallet deposits and withdrawals, merchant

payments, enterprise disbursements, international money transfers,

and loans and savings.

Our performance

Mobile money revenue of $692m increased by 25.1% in reported

currency and by 29.6% in constant currency. The constant currency

growth was partially oﬀset by average currency devaluations, mainly in

the Central African franc (11.7%), the Ugandan shilling (4.9%) and the

Malawian kwacha (22.6%), in turn partially oﬀset by the appreciation

in the Zambian kwacha (8.8%). Revenue growth of 29.6% was driven

by both East Africa (up 32.6%) and Francophone Africa (up 20.3%).

In Nigeria, mobile money services (SmartCash) was launched in

June 2022. Our focus in the period has been to invest in the platform

technology as well as the business systems and processes to ensure

conﬁdence and reliability in the platform. In addition, our continued

investment into the agent network continues to gain traction, driving

encouraging progress on customer acquisition over the last quarter.

Constant currency revenue growth of 29.6% was largely led by

customer base growth of 20.4%. The continued investment in

distribution infrastructure of exclusive channels of Airtel Money

branches and kiosks, as well as the expansion of mobile money agents,

helped us in driving strong customer growth.

The mobile money customer base reached 31.5 million, an increase of

20.4%, and mobile money customer base penetration reached 22.5%,

an increase of 2.1 percentage points. The expansion of distribution

enhanced transaction value per customer by 16.4%, resulting in

mobile money ARPU growth of 6.8%. Mobile money ARPU growth

was largely driven by an increase in transaction values and higher

contributions from cash transactions, merchant payments and mobile

service recharges through Airtel Money.

Our mobile money transaction value grew by 41.3% and Q4’23

annualised transaction value crossed $102bn in constant currency.

Q4’23 transaction value per customer reached $260 per month, an

increase of 26.1% in constant currency. Mobile money revenue now

accounts for 13.2% of total Group revenue for the year.

Mobile money EBITDA increased to $344m, up by 26.4% in constant

currency. The drop in mobile money EBITDA margin was largely due to

additional spend in Nigeria PSB related to the launch of SmartCash.

Mobile money interoperability

in Tanzania and Zambia

In February 2022, the Bank of Tanzania, a regulatory

authority, launched the instant payments switch (TIPS)

system to enhance interoperability, boost ﬁnancial

inclusion and further deepen the digitalisation of

payments in the country. This was an industry-wide

regulatory initiative aimed at integrating mobile money

platforms and banks in the country. Prior to the launch,

customers and businesses were often charged

substantial fees to transfer money between diﬀerent

providers. In October 2022, Airtel Tanzania was

integrated into TIPS oﬀering customers more ways to

transfer money seamlessly between diﬀerent providers,

buy goods or pay bills regardless of which mobile money

platform they use.

Also, in 2022 we integrated our Zambia mobile money

services into the national ﬁnancial switch (NFS) launched

by the Bank of Zambia to improve interoperability

between the banks and mobile network operators.

Customers can now send funds directly to banks from

their Airtel Money wallets and vice versa as well as make

transfers regardless of their mobile money providers.

The NFS system includes 19 banks in Zambia.

As of 31 March 2023, in Tanzania our mobile money

transaction value processed through the national switch

system was $2.5bn and in Zambia – $3bn, respectively.

In addition, as a result of these integrations, competition

has increased in the mobile money market and made

transactions more cost-eﬀective for our customers.

Transforming lives

spotlight

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Business

Empowering entrepreneurs, and

supporting the organisations that

drive Africa’s growth

Our market

Flourishing enterprises are at the heart of Africa’s growth – and Airtel Business exists to

provide them with the dynamic, reliable communications they need to drive economic

opportunity. We’re aiming to be the service provider of choice for ﬁbre, ﬁxed wireless

broadband and satellite connectivity solutions across our region.

We oﬀer mobile and ﬁxed data services and a comprehensive suite of digital services

to major corporates, non-governmental organisations, government departments,

diplomatic missions, start-ups and small- and medium-sized businesses (SMEs). We also

oﬀer business ICT support, including conferencing and collaboration services, cloud

and data centre co-location services, and Airtel Money services, and can provide data

sovereignty for organisations through in-country data centres. With our partner Cisco,

we provide access to Cisco Meraki SDWAN (software-deﬁned wide area network),

which is a suite of features designed to allow a network to dynamically adjust to

maintain connectivity. At the same time, our low earth orbit (LEO) satellite connections

reach places that other networks can’t – delivering essential services to customers

including NGOs and mining, oil and gas companies.

In 2022/23, we agreed a distribution partnership with OneWeb, our related party,

to provide LEO connectivity for a wide range of use cases in rural areas, including

agriculture, hospitals, hotels and schools, as well as the energy and mining sectors.

We also agreed a partnership with Amazon Web Services to provide our customers

with cloud data services.

Our customers create value and unlock the possibilities of digitalisation in the wider

economy. So, by supporting them, we support opportunities for the people and

businesses around us, while also creating value for Airtel Africa: this year, Airtel Business

saw a 18% increase in ﬁxed data connections. Our annual revenue grew by 17.5%.

The DIAN project:

digital innovations

for agropastoral

communities

in Niger

We want digital inclusion to reach the remotest

parts of our markets – and few communities are

as remote as the agro-pastoral shepherds and

farmers of Niger. In July 2022, Airtel Business

co-launched a public-private partnership

dedicated to supporting that community: the

digital innovation for agro-pastoralists of Niger

(DIAN/IDAN) project.

The project aims to increase the resilience

and food security of agro-pastoral families in

southwestern Niger by providing an accessible

digital platform for people involved in agriculture

and livestock breeding. It includes a contact

centre, an e-marketplace, and a portfolio of mobile

ﬁnancial products for agrobusinesses, allowing

micro credit, micro-savings, credit scoring, and

payments and reimbursement via mobile. Users

will be able to access Airtel Money services, and

get information on agriculture, livestock and

ﬁnancial products.

DIAN depends on the cooperation of a range

of partners: SNV (Netherlands Development

Organisation), the Ministry of Livestock of

Niger, Airtel Niger, AREN (Association for the

Revitalisation of Livestock in Niger) and GAJEL

(Group for Cultural Action and Development of

Young Breeders). And it is a great ﬁt with our

sustainability strategy, enabling digitalisation and

extending ﬁnancial inclusion to a vital community

in Niger’s economy.

Internet penetration is rising

across Africa and systems

are even more connected

as the digital transformation

is driving growth amongst

organisations. Through our

partnership with OneWeb, we

support SMEs, entrepreneurs,

corporates and governments

to do business across Africa,

with low latency and highly

resilient communication

services.

Luc Serviant

Group Enterprise director

+18.3%

ﬁxed data

connections

17.5%

revenue growth

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

‘Tribe’ – the app

helping our retailers

serve customers

while complying

with regulations

The retailers and agents in our distribution

network are dedicated to connecting customers

to the Airtel network and improving their

experience – and they need to do so while

complying with the regulations and policies in

place in their market, including fraud prevention

rules. These regulations are unique to each of

our 14 markets, and change over time. So, to

help our retailer network stay compliant while

serving customers, we’ve developed the retailer

Tribe app.

The retailer Tribe app, available on the Android

platform, can be accessed by our network of GSM

retailers and Airtel Money retailers. It is a highly

conﬁgurable product, allowing us to build a

feature once and make it available to all 14

markets, while also providing a localised

experience that meets country-speciﬁc regulatory

requirements and can be adapted to enable

market-speciﬁc features. It can also meet local

language needs: currently, all features in the app

are supported in English, French, Malagasy,

Swahili and Kinyarwandan.

Tribe has allowed us to deliver new capabilities

fast – and also helps retailers grow their business.

The app supports both SSO (single sign-on) and

Airtel Money agents and has both GSM and Airtel

Money features, allowing retailers to add a new

revenue stream by becoming both an Airtel

Money agent and a SIM-selling outlet. The app

also helps retailers understand their gross

performance, track commissions, and understand

commission rules.

As of 31 March 2023, in Zambia alone, 4.3 million

Know Your Customer (KYC) transactions and

1.6 million SIM swap transactions were

conducted on the retailer Tribe app. We expect

this number to grow as we continue to strengthen

our retailer network and add features to Tribe.

Digital Labs is our in-house digital hub for developing and delivering technology

platforms and digital products. We work across all 14 markets, innovating

technologies that enhance customers’ experiences, drive ﬁnancial inclusion, and

harness the power of digitalisation. Our product development teams build products

for all our business lines – including voice and mobile services, Airtel Money, Airtel

Business and Airtel TV. We focus on digital consumer products, enterprise product

engineering, Fintech platforms, telco platforms and data analytics.

We aim to launch excellent products, at speed. Our new approval management

system, Probatus, was built in three months to manage complex ﬁnancial approval

systems in our business, and now handles more than 2,500 processes per month.

This year we also developed a sales automation suite (registration app) that is now

in use in eight markets, which has accelerated our onboarding process for new sales

agents from three days to under ﬁve minutes. The Group has used the suite to

onboard more than 550,000 agents in 2022/23. Our uniﬁed customer dashboard,

CS Fusion, introduced in 2021/22, has been expanded to further transform our

contact centres.

To help our retailer network

stay compliant while serving

customers, we’ve developed

the retailer Tribe app. Tribe

has allowed us to deliver

new capabilities fast – and

also helps retailers grow

their business.

Razvan Ungureanu

Chief technology and information oﬃcer

550,000

agents onboarded

via sales suite

2,500

processes handled every

month in Probatus

Digital Labs: innovating

technologies for customers,

and improving our processes

DIGITAL LABS

africa

Digital Labs

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Africa plc Annual Report and Accounts 2023

Our stakeholders

Connecting

to people

and partners,

and considering

stakeholders’

views

We’re a business based

on connecting people.

Engaging with our

stakeholders helps us build

the shared understanding

and mutual, long-lasting

value that underpins our

purpose of transforming

lives. That enables us, and

those around us, to thrive.

STRATEGIC REPORT

Airtel Africa plc Annual Report and Accounts 2023

How we work to understand

our stakeholders

Identifying the Group’s key stakeholders and their interests, needs

and level of inﬂuence is fundamental to successful stakeholder

engagement. Our stakeholder identiﬁcation is guided by the

AA1000 Standard, which 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’.

Our stakeholder matrix recognises stakeholders upon which we

have the most signiﬁcant impact on and those with the most

material inﬂuence on the Group’s activities. This allows us to

identify priority stakeholders. The following priority stakeholder

groups were identiﬁed in the process:

•

Our customers

•

Our people

•

Our communities

•

Our partners and suppliers

•

Governments and regulators

•

Shareholders

How we work to understand

our stakeholders

To put stakeholder views at the heart of our decision-making, we

need to understand the interests of each stakeholder group. This

happens throughout our organisation, from informal conversations

to formal consultations, and we continue to work to ensure good

communication with all the people and groups we interact with.

Directors are kept informed about our stakeholders’ views in a

number of ways, including through their own direct interactions –

as outlined below.

Ensuring the Board stays informed

and engaged

Our Board stays connected to stakeholders through regular

reports and updates from our senior leadership team, who

channel information from our OpCos as well as engaging directly

with stakeholders themselves. Every Board paper now includes

stakeholder interests that are relevant to the decisions being

considered and the likely consequences of our decisions in the

long term. Directors visit our local operations, and we hold Board

meetings at regional oﬃces that hear from representatives from

the local businesses.

Our stakeholder engagement policy is founded on the principles of

transparency, active listening, and equitable treatment, and favours

a consultative and collaborative engagement with all stakeholders.

The policy commits us to proactively keeping our stakeholders

informed of business developments, rigorously upholding

international standards for transparency, and continuously reﬁning

our understanding of our stakeholders’ needs and expectations.

We know that our stakeholders will hold a range of views about

the decisions we take – and that not everything we do will please

everybody, 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 directors, CEO, CFO and our company secretary are

all available to address any 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 expectations for how all of us should behave, including

respect for human rights, data privacy, and acting lawfully at all

times. It helps support 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 that

they have in us – and we have in them.

For more information about our Code of Conduct and modern slavery

statement, see

www.airtel.africa

Engaging with the media

We recognise the critical importance of local, regional and

international media engagement. As objective reviewers and

reporters of our progress, journalists and media outlets play an

important role in furthering our engagement with our wider

stakeholder groups. Our communications functions at the

Group level and across our 14 markets have established strong

relationships with key media outlets and journalists which they

continue to develop and evolve, providing regular and timely

updates on our progress, activities and important announcements.

We tailor our engagement with media to reﬂect the focus and

interest of each publication. For example, for international,

investment and business-led titles, we provide regular updates on

the ﬁnancial performance and strategic direction of the business,

ensuring that our executive leadership team is available for

interviews and commentary. For regional and pan-African titles,

we update on market developments, product launches and our

contribution to Africa’s economic and societal development.

In our markets, we provide details of activities that are relevant

to the local communities. In addition, we communicate with

our industry sector titles and publications interested in our

sustainability performance. We are committed to complete

transparency in all our reporting to media and consider this

an important conduit to demonstrate our corporate purpose

and values.

Our section 172 statement

This section describes how the directors have acted in relation to their duties under section 172 (a) to (f) of the Companies Act 2006 to

promote the success of the company with regard to the needs of wider society and stakeholders, including customers, consistent with

our core business objectives.

Each year, directors receive training on corporate governance from our corporate legal advisers Herbert Smith Freehills which includes

a reminder of their duties to apply section 172 to their considerations and decisions. Consistently applying our purpose, vision and

core values (particularly ‘respectful’) when making decisions and delivering our strategy helps us meaningfully engage with all of our

stakeholders, regardless of the outcome of any particular decision.

The information in this section explains how the Board oversaw stakeholders’ interests and concerns, and considered them when making

decisions in 2022/23.

Airtel Africa plc

Annual Report and Accounts 2023

Our stakeholders

continued

Our customers

More than 140 million

customers across Africa use

our data, voice and mobile

money services to connect,

live and work.

How we engaged during the year

Feedback from our customers helps deﬁne the success of our

products and services – and plays a vital role in how we improve

customer experience.

This year, we stayed in touch with our customers through face-to-

face engagements and through our increasing range of self-care

touchpoints. In our growing network of 802 retail experience stores,

we had service and product purchase conversations, provided

assistance, answered inquiries, and listened to feedback. Customers

choosing self-care options could use social media platforms, email and

MyAirtel app to manage their accounts, access mobile money services

and get support.

Through our call centres, customers used our dynamic interactive

voice response (IVR) system or spoke directly to agents to get

assistance and service. Customers were asked to complete surveys

after interactions with our contact centres, through SMS.

Our Board continued to be informed of signiﬁcant customer concerns

and priorities through the CEO’s regular update and was able to

channel these insights into its customer and product-related decisions.

Interests and concerns

We analyse qualitative and quantitative feedback from customers

regularly. From these analytics, we glean insights – ‘the voice of the

customer’ – regarding customer suggestions, ‘pain points’ and

‘pleasure points’.

Aﬀordability was a key interest for customers in 2022/23, as many

people in our markets faced steep inﬂation, especially in food and fuel

prices. Reliability and network quality are also customer priorities, while

some customers wanted more options for personalising their plans to

suit their needs. Customers continued to tell us they want to be able to

easily use our products and services at times that are most convenient

for them, and they also want quick and easy support.

Airtel Money customers are looking for convenient platforms that

enable them to make payments and remittances across the globe as

simply as with cash, but with added safety and security – they were

particularly interested in wallet access, transaction success and

information availability.

Our enterprise customers told us they need dedicated support to

meet their service-related queries. The Board receives insights from

these activities as part of regular business reports at each meeting.

Outcome and actions

We’ve listened to our customers and continued to improve our

customer service, while our expanding network oﬀers more

coverage and better access to data and mobile money services

than ever before.

We’ve strengthened our self-service options to make our service

faster, and in particular built on our Airtel Money self-service options,

enabling PIN management in seven markets, and simpliﬁed

transaction processes (and self-service transaction reversals to

remedy inadvertent errors). We also upgraded our contact centre

technology so that we have tailored services for Airtel Enterprise,

postpaid and broadband customers. Our new enterprise self-care

portal launched in two markets, and we intend to expand access to

all markets over time.

Total customers

140 million

Activating outlets

304,000+

Airtel Money customers

31.5 million

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

How we engaged during the year

We are constantly looking for ways to enhance our communication,

connection and engagement with all our employees. This year,

that included:

•

Town halls at Group and OpCo level, held after each quarterly results

announcement and on an ad hoc basis (such as our celebrations of

International Women’s Day in March 2023), where employees can ask

questions, make suggestions and raise concerns with senior leaders.

•

One-on-one engagements where senior Group or OpCo leaders meet

employees as part of our open-door policy

•

Regular OpCo visits where function heads and our CEO engage with

teams, then raise any issues or concerns at a Group ExCo level

•

Monthly business reviews, where regional directors and our CEO

discuss employee issues

•

Employee wellbeing initiatives, and celebrations of national days and

key holidays

Our Board actively engaged with employees throughout the year. Board

members attend town halls and visit OpCos to meet employees and

hear their views, as well as receiving regular updates from the CEO and

CHRO. They also stay connected on employee-related matters through

their involvement with our Sustainability Committee and the Human

Resources Committee which provide valuable insight when developing

and reviewing our people strategy. Our chair attended our annual

leadership conclave in March 2023, and meets senior leaders regularly.

Sunil Bharti Mittal is our designated Board director for employee

engagement, given his regular travel to our operating companies. He is

able to join employee events during the year to hear and respond to

questions and listen to people’s stories – both informally and formally.

He shares the outcomes of this with the Board and the senior

management team, as relevant. For more information about Sunil Bharti

Mittal’s engagement with employees in his capacity of the non-executive

director, see page 129.

Interests and concerns

There are 4,000 people in the Airtel Africa team, so the interests and

concerns they raise are varied and wide-ranging. Health and wellness

continue to be an important issue, alongside career growth, rewards,

and learning and development. In our town hall meetings employees

raise questions about our strategic direction – this year seeking

information about our move to 5G and our approach to our new ﬁbre

holding company – and make suggestions on issues such as systems

and automation.

Employees also frequently express their support for the communities

in which they work and seek out opportunities to support the people

around them in areas such as education, health and disaster relief.

Outcome and actions

It is vital that we understand and respond to the views of employees,

because we want to continue to attract, develop and retain a highly

skilled, diverse and engaged workforce – and maintain a high-

performance culture. The Board has overseen and approved several

programmes and policies that support our people strategy.

To support employees’ health and wellbeing, we provide medical

check-ups at our oﬃces and access to physical ﬁtness sessions, while

we invite ﬁnancial advisers to our workplaces to help employees

manage their money. Our employee assistance programme provides

access to professional counsellors.

We want our people to have fulﬁlling and rewarding careers, so we have

a deﬁned performance and reward system, and we look to promote

internally, providing people with assignments where they can grow their

skills and capabilities. This is supported by our learning and development

programmes, including our online learning platform, Percipio, in-person

training, and cross-border and cross-functional training.

For more information about how our Board monitors our people’s KPIs, see

‘Win with people’ on

page 37

and sustainability strategy on

pages 38-55

Our people

Listening to our people helps

us make Airtel Africa a great

place to work for all our

employees in 17 countries.

Airtel Africa people

4,000

Employee engagement

81%

Bi-annual employee engagement survey

Airtel Africa plc

Annual Report and Accounts 2023

Our stakeholders

continued

How we engaged during the year

We are always open to the views and interests of our communities,

and we place them at the heart of what we do – our ‘respectful’

value reminds us that we ‘share the joy and pain of the communities

around us’. People in our communities engage with us in a wide

range of ways, including through conversations with our OpCos

and regional leaders, letters, emails and text messages. We also

hear from governments and other organisations about key

community issues during the year, and connect to people through

our community initiatives, such as our ‘Touching lives’ programme

in Nigeria.

Our Board regularly reviews our formal programme of community

initiatives, and directors hear from senior management when

communities have made speciﬁc requests or raised concerns.

Interests and concerns

People in our communities have many concerns and interests that

are at the heart of our business strategy. These include extended

network coverage, reliable and aﬀordable services, and ﬁnancial

inclusion – reﬂecting the fact that many people in our communities

are customers as well as neighbours.

Communities also raise speciﬁc issues with our OpCos and regional

oﬃces, relating to local needs in areas such as education, health

and disaster relief. This was particularly true in 2022/23, when rising

fuel and food prices in many markets contributed to signiﬁcant

cost-of-living pressures, and some communities were still feeling

the economic and health eﬀects of the Covid-19 pandemic.

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 by:

•

Creating educational opportunities, especially for less privileged

children

•

Supporting people in times of need and emergency

•

Bridging the digital divide through ﬁnancial inclusion and

other initiatives

Our ﬁve-year $57m partnership with the United Nations Children’s

Educational Fund (UNICEF) covers 13 of our markets, championing

digital education through online platforms, connectivity and access

to quality digital learning. Six of our OpCos have now launched

initiatives through this partnership, supporting more than 250,000+

children with access to online education. Our long-standing ‘Adopt a

school’ programme also supports education, with several projects

undertaken in 2022/23.

We reported on many of our long-term projects in our Sustainability

Report, published in October 2022.

For more information about how we support communities, see our

sustainability strategy on

pages 38-55

Our communities

With operations in 14 African

countries, we live and work closely

with our communities – doing all

we can to support their needs and

create positive change.

Airtel Touching Lives

100,330

requests for support in Nigeria

Educational resources

$57m

ﬁve-year partnership with UNICEF

Schoolchildren supported

250,000+

given access to digital learning in 2022/23

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

How we engaged during the year

This year saw a welcome return to more direct, in-person engagement

with our partners and suppliers, as Covid-19 restrictions on movement

and meetings were almost entirely lifted. The experience of working

remotely, however, has meant that we now have well-established

channels to engage suppliers and partners both virtually and face-to-

face. We have also seen the beneﬁts of our sourcing team being based

in Dubai, which is the regional headquarters for a number of suppliers

and partners in our markets.

We continued to engage with our top suppliers at both HQ and OpCo

levels. The post-pandemic return of the MWC Barcelona convention

meant we were able to engage a number of key suppliers at senior

leadership level, and our CEO met peers from our top suppliers

regularly during the year.

Engagement with suppliers included governance meetings,

commercial meetings and, where necessary, grievance meetings.

Our OpCo teams continued to discuss operational matters with

suppliers at country level.

Environmental, social and governance (ESG) issues were an important

area of engagement this year for our partners and for us, and we asked

our top 100 top suppliers to conduct an ESG survey.

The Board receives relevant information from our engagements with

suppliers through the CEO’s report. Our CEO then relays the Board’s

response to the business and leaders at his regular ExCo and business

review meetings.

For more information about our Code of Conduct and modern slavery

statement, see

www.airtel.africa

Interests and concerns

Strong partnerships with suppliers have always been an important

part of our business model, and this year partners continued to

engage with us to discuss win-win solutions. Their interests this year

included discussing ways to reduce environmental impacts (for us

and them), and ways to navigate the economic situation, which

featured high inﬂation and currency devaluation in some markets.

Partners and suppliers also approached us about the adoption of

new technologies, and we discussed sales and project plans, bids

and proposals, and payments.

Outcomes and actions

We made useful progress in a number of areas related to our

sustainability strategy, while also publishing our ﬁrst Sustainability

Report in October 2022. From our ESG survey of our top 100 suppliers

by spend, we received a 79% response rate, helping us build valuable

data on environmental impacts in our value chain that feeds into our

net zero plans, and which will identify opportunities to improve our

performance. At the same time, fuel price increases in a number of

markets accelerated our partnership programmes with key partners

and suppliers aimed at establishing a renewable or lower-carbon

approach to our operations.

We also reached agreement with four key suppliers to support us with

our rollout of 5G in six markets, building capacity in our business for the

data opportunity we see ahead.

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 suppliers accounting

for just over 88% of our procurements.

79%

of our top 100 suppliers responded to our

ESG self-assessment survey in 2022/23

96%

of suppliers who responded to our ESG SAQ

have established a code of conduct

Airtel Africa plc

Annual Report and Accounts 2023

Our stakeholders

continued

How we engaged during the year

Our stakeholder engagement plan provides broad guidance on

who should engage governments and regulators on behalf of the

company, depending on the seriousness and materiality of the issue

under discussion.

Engagements can take various forms. For serious and material

issues, we rely on formal channels which may involve us writing to

the regulator or relevant government department on the issue of

concern, or holding a formal, minuted meeting. Other engagements

happen at informal government events, product launches, and

industry gatherings.

We also engage through local industry associations, and international

industry associations, including the GSMA.

Our Board continues to have a productive and open dialogue with

regulatory bodies and policymakers and sets high standards of

governance across our business. A special adviser to the chair and

the Board provides advice to the management on political, legal and

regulatory issues regarding our long-term strategy in Africa. The Board

has empowered the CEOs and chief regulatory oﬃcers of our OpCos

to represent them at country-level engagements with governments

and regulators and to feed back any issues for Board-level discussion.

An example of successful engagement at this level was the reduction

of corporate tax in Zambia from 40% to 35% to align with other

industries. 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.

Interests and concerns

Each government has unique priorities and approaches, but interests

and concerns in 2022/23 fell broadly into the following categories:

•

Revenues – which were the main focus this year as economies

experienced turbulence in most of our markets

•

Security – which includes a focus on KYC and anti-money

laundering regulations, particularly for countries addressing

internal security concerns

•

Access to aﬀordable services – a key issue for governments trying

to unlock the opportunity for ﬁnancial and digital inclusion

•

Fair competition – ensuring that markets are fair and open.

Outcomes and actions

We understand governments’ focus on revenues and we continue

to meet our tax obligations, being recognised as among the largest

taxpayers in most of our countries of operation. Alongside this, we

seek to demonstrate to governments that their societies beneﬁt

from the shared value we create wherever we operate, and advocate

equitable taxation across all sectors of the economy. This is supported

by our sustainability strategy.

We ensure that all our activities are properly licensed, and use our

compliance management system to ensure that 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.

We monitor the quality of our network to ensure that it meets

regulators’ quality of service standards, and that their citizens

enjoy aﬀordable coverage and a reliable service.

See our legal and regulatory frameworks section on

pages 22-23

Governments

and regulators

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.

Our Board continues to have

a productive and open dialogue

with regulatory bodies and

policymakers and sets high

standards of governance

across our business.

STRATEGIC REPORT

Airtel Africa plc

Annual Report and Accounts 2023

How we engaged during the year

We aim to encourage shareholder participation by understanding and

acting on shareholder feedback and by being clear and transparent

when communicating with our shareholders, and with potential

investors and analysts.

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, press releases and updates, and live conference calls and

presentations held at each quarterly results announcements. Our

website is kept updated for investors to access investor-speciﬁc

information on ﬁnancial, operating and sustainability issues, and our

senior leaders hold investor road shows and investor conferences

where they meet shareholders virtually or in person.

Our Board receives and discusses a detailed report from our investor

relations team every month, which includes an update on shareholder

engagement and any interests or concerns raised. The Board also

receives regular updates from our corporate brokers. The Board uses

these insights to inform its shareholder engagement strategy and to

consider the long-term consequences of its decisions.

Interests and concerns

Investors are typically interested in the opportunity we have for

sustainable growth, and in 2022/23 focused particularly on our plans

for Airtel Money in Nigeria, following our award of a licence to operate

as a payment services bank in April 2022. There has also been

growing interest in our approach to environmental, social and

governance (ESG) issues, and in particular our performance on

carbon emissions.

They are also keen to understand our plans for capital allocation and

balance sheet intentions, and in 2022/23 were interested in how we

repatriate cash from key markets. Investors also want to understand

our approach to risk, and in 2022/23 were particularly interested in

how we mitigate foreign exchange risks, with some being concerned

about the volatility of currencies in some of our markets.

Shareholders are understandably also interested in shareholder

returns.

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. As an example, since IPO the Board has taken

into consideration investor feedback when re-looking at the capital

allocation policy, by changing the dividend policy (and cutting the

dividend) and prioritising US dollar debt reduction alongside a lower

leverage target.

In October 2022, we published our ﬁrst Sustainability Report to inform

shareholders and other stakeholders on our progress in ESG matters.

Our investment throughout the year in our network and in additional

spectrum demonstrates our conﬁdence in the opportunity for

growth for our business. We also kept investors informed of our

initiatives to reduce Group debt, and to localise some debt to our

OpCos while arranging to pay more suppliers in local currency, to

mitigate currency risks.

Read more in our ﬁnancial review on

pages 84-89

For more information on how we manage our risk, see

pages 90-97

For more information on our relationship with the majority shareholder,

see

page 112

Shareholders

Through their investments, our

shareholders enable us to deliver

our strategy and create long-term

value for all stakeholders.

Capex investment

$748m

excluding spectrum

Investment in spectrum

$500m

including 5G

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Chief ﬁnancial oﬃcer’s introduction to the ﬁnancial review

Proﬁt and loss snapshot

Description

Unit of

measure

Year ended

Reported

currency

change

Constant

currency

change

March 2023

March 2022

Revenue

5,255

4,714

11.5%

17.6%

Voice revenue

2,491

2,358

5.6%

11.8%

Data revenue

1,787

1,525

17.2%

23.8%

Mobile money revenue

692

553

25.1%

29.6%

Other revenue

437

407

7.5%

13.2%

Expenses

(2,694)

(2,413)

11.6%

18.0%

Underlying EBITDA

2,575

2,311

11.4%

17.3%

Underlying EBITDA margin

49.0%

(3) bps

(14) bps

Depreciation and amortisation

(818)

(744)

9.9%

16.4%

Operating exceptional items

(32)

(100.0%)

Operating proﬁt

1,757

1,535

14.5%

20.1%

Net ﬁnance costs

(723)

(403)

79.3%

Non-operating exceptional items

–

(100.0%)

Proﬁt before tax

1,034

1,224

(15.5%)

Tax

(445)

(471)

(5.5%)

Tax – exceptional items

161

8373.4%

Total tax charge

(284)

(469)

(39.5%)

Proﬁt after tax

750

755

(0.6%)

Non-controlling interest

(87)

(124)

(30.0%)

Proﬁt attributable to owners of the

company – before exceptional items

512

602

(15.1%)

Proﬁt attributable to owners of

the company

663

631

5.2%

EPS – before exceptional items

Cents

13.6

16.0

(15.0%)

Basic EPS

Cents

17.7

16.8

5.2%

Weighted average no of shares

in Mn

3,752

3,754

(0.1%)

Capex

748

656

14.0%

Operating free cash ﬂow

1,827

1,655

10.4%

Net cash generated from

operating activities

2,208

2,011

9.8%

Net debts

3,524

2,941

Leverage (net debt to underlying

EBITDA)

times

1.4x

1.3x

Return on capital employed

23.3%

22.3%

101 bps

Revenue includes inter-segment eliminations of $152m for year ended 31 March 2023 and $129m for the prior period.

Mobile money revenue post inter-segment eliminations with mobile services was $540m for year ended 31 March 2023,

and $424m for the prior period.

Underlying EBITDA includes other income of $13m for year ended 31 March 2023, and $10m for the prior period.

Operating exceptional items of $32m in the year ended 31 March 2022 consists of a $12m provision for expected

settlement of a contractual dispute in which one of the Group’s subsidiaries is a party and $20m costs of agreeing historical

spectrum fees in one of the Group’s subsidiaries.

Net ﬁnance costs of $723m has increased $320m from the prior period largely due to higher foreign exchange and

derivative losses of $245m mainly comprised of a $67m loss on derivatives and higher foreign exchange losses arising

from the revaluation of balance sheet liabilities (a loss of $82m on devaluation of the Nigerian Naira, and other devaluation

losses of $96m mainly arising from the Kenyan and Ugandan shilling and Malawian and Zambian klwacha).

Non-operating exceptional items in the previous period include a gain of $111m on the sale of telecommunication tower

assets in the Group’s subsidiaries in Madagascar, Malawi, Rwanda and Tanzania, partially oﬀset by costs of $19m on

prepayment of $505m of bonds.

Tax exceptional items in the year ended 31 March 2023 reﬂect the recognition of a deferred tax credit of $117m in Kenya,

$25m in the Democratic Republic of the Congo and $19m in Tanzania, respectively.

Return on capital employed (ROCE): the Group has revised the computation of ROCE by grossing up the ‘equity

attributable to owners of the company’ for put option provided to minority shareholders. The previous period ROCE

has also been restated for this change.

A resilient business, delivering on growth opportunities while managing

macroeconomic volatility

We have delivered a strong set of results which demonstrate the resilience of our business model

and the eﬀective execution of our strategy across all our regions, with double-digit reported

currency revenue growth of 11.5% despite inﬂationary pressures and currency devaluation

in most of our markets. Underlying EBITDA grew by 11.4% in reported currency, while we

maintained our underlying EBITDA margin despite signiﬁcant inﬂationary cost pressures.

We were also able to return considerable value from various OpCos, including Nigeria, where

the year saw challenges in the availability of US dollars.

“We continue to drive our

strategy to enrich the lives of

our customers, while

delivering sustained double-

digit revenue growth and

resilient underlying EBITDA

margin despite inﬂationary

pressures and currency

devaluations. Our operating

proﬁt is up by 14.5%.

Jaideep Paul

Chief ﬁnancial oﬃcer

Revenue

$5,255m

Reported currency

+11.5%

Constant currency

+17.6%

Underlying EBITDA

$2,575m

Reported currency

+11.4%

Constant currency

+17.3%

Operating proﬁt

$1,757m

Reported currency

+14.5%

Constant currency

+20.1%

Capex

$748m

% change

+14.0%

Basic earnings per share

17.7 cents

% change

+5.2%

Airtel Africa plc

Annual Report and Accounts 2023

We have further de-risked our balance sheet by continuing to localise

our debt into the OpCos and reducing our HoldCo debt. By year-end,

almost 64% of our OpCo debt was in local currency.

The opportunity for growth is still clear. Our markets remain

underpenetrated by both mobile and mobile money services, and

our strategy is meeting that demand, while delivering clear social

beneﬁts by bridging the digital divide and fostering ﬁnancial inclusion.

We anticipate sustained growth in the business, with continued

EBITDA margin resilience.

Our four main ﬁnancial objectives remain the same:

1. Growing our operating proﬁtability

We have delivered double-digit revenue and underlying EBITDA growth

in reported currency. Our proﬁtability has proven to be resilient, too, as

we maintained underlying EBITDA margin broadly in line with last year,

despite signiﬁcant inﬂationary cost pressures, particularly fuel costs in

Nigeria and some other markets, and an average currency devaluation

of 6.1%.

Operating proﬁt during the year grew by 14.5% in reported currency,

with constant currency growth of 20.1%.

2. Investing for future growth and improving our return on

capital employed

Almost 87% of our capex investment in 2022/23 was directed to

growth initiatives which, combined with spectrum purchases, ensure a

sustainably strong and reliable network. We invested $748m in capex

(excluding spectrum), and almost $500m in spectrum (which includes

5G) in key markets, to improve network capacity and quality and

reinforce a future-ready network.

We also invested in IT and cybersecurity, to further protect our business

from the global threat of cyberattacks, focusing on the areas of

application, network and API security.

We monitor the eﬀectiveness of our capex investment through our

ﬁnancial KPI ‘return on capital employed’. Regular monitoring of this

KPI helps us track the performance of our assets while also taking

long-term ﬁnancing into consideration. Our return on capital employed

has improved to 23.3%, an improvement of 101 basis points from

22.3% in the prior year.

3. De-risking our balance sheet

Our strong performance and continued focus on our capital allocation

priorities has helped us further de-risk our balance sheet. In July 2022,

the Group prepaid $450m of external debt at HoldCo. The remaining

debt at HoldCo is now $550m, falling due in May 2024.

We continued to localise our debt into our OpCos while reducing HoldCo

debt. Our gross OpCo debt of $3,676m (including lease liabilities) is now

higher than our remaining HoldCo debt of $550m. We will continue to

focus on further strengthening our balance sheet.

Leverage was at 1.4x in March 2023, broadly ﬂat from the previous

year despite our signiﬁcant investment in spectrum to enable our

future growth.

4. Returns to shareholders

Our aim is to enhance returns to shareholders over the medium- to

longer-term. Our progressive dividend policy aims to grow the dividend

annually by a mid- to high-single-digit percentage. In line with our

dividend policy, we paid an interim dividend of 2.18 cents per share

in December 2022, reﬂecting an increase of 9%. Further, the Board

recommended a ﬁnal dividend of 3.27 cents per share, making total

dividends of 5.45 cents per share, which is an increase of 9% compared

to the prior year.

Basic EPS was 17.7 cents, up by 5.2% from 16.8 cents in prior period.

This increase was mainly due to higher operating proﬁts and the

recognition of a deferred tax credit of $117m in Kenya, $25m in the DRC

and $19m in Tanzania, respectively partially oﬀset by higher foreign

exchange and derivative losses. EPS before exceptional items and

excluding foreign exchange and derivative losses increased by 13.4%.

Outlook

We continue to deliver value to all our stakeholders, transforming lives of

our communities and supporting the economies of the countries where

we operate. We believe that the fundamentals of our business remain

strong, and we remain well positioned to seize growth opportunities

while at the same time continuing to strengthen our balance sheet,

improve our return on capital employed and increase return to

shareholders. We are mindful of inﬂationary pressures, currency

devaluation and re-patriation risks due to the ﬂuctuating availability of

US dollars in some of our markets. These pressures are likely to continue

next year, and we will continue to work on mitigation plans. Our capex

outlook (excluding spectrum) for next year is around $800m to $825m,

which includes additional investment in our data centre and ﬁbre

businesses, where we see opportunities to further monetise our

infrastructure assets.

Jaideep Paul

Chief ﬁnancial oﬃcer

10 May 2023

Operating key performance indicators (KPIs)

•

Total customer base grew by 9.0% to 140 million, as the penetration

of mobile data and mobile money services continued to rise, driving

a 16.9% increase in data customers to 54.6 million and a 20.4%

increase in mobile money customers to 31.5 million.

•

Constant currency ARPU growth of 7.4% was largely driven by

increased usage across voice, data and mobile money.

•

Mobile money transaction value increased by 41.3%, with Q4’23

annualised transaction value exceeding $102bn in constant currency.

Financial performance

•

Revenue in constant currency grew by 17.6%, with revenues

growing by 11.5% to $5,255m in reported currency.

•

While each segment’s reported currency revenue growth was

impacted by currency devaluation, they all delivered double-digit

constant currency revenue growth. Across the Group mobile service

revenue grew by 16.2% in constant currency, driven by voice

revenue growth of 11.8% and data revenue growth of 23.8%.

Mobile money revenue grew by 29.6% in constant currency.

•

Underlying EBITDA increased by 17.3% in constant currency, and

11.4% in reported currency to $2,575m, with an underlying EBITDA

margin of 49.0% reﬂecting the resilience of our operating model

despite inﬂationary cost pressures.

•

Proﬁt after tax was $750m, a decrease of only $5m after including

a higher foreign exchange and derivative losses of $245m.

•

Basic EPS at 17.7 cents up by 5.2% due to higher operating proﬁts

and exceptional gain on deferred tax credit recognition in Kenya, the

DRC and Tanzania partially oﬀset by higher foreign exchange and

derivative losses. EPS before exceptional items was 13.6 cents, a

reduction of 15.0%, largely due to higher foreign exchange and

derivative losses of $245m. EPS before exceptional items and

excluding foreign exchange and derivative losses was 20.6 cents,

up by 13.4%.

Capital allocation

•

Capex increased by 14.0% to $748m, in line with our guidance, as

we continue to invest for future growth. Additionally, we acquired

spectrum in Nigeria, the DRC, Tanzania, Zambia and Kenya during

the year.

•

In July 2022, the Group prepaid $450m of outstanding external

debt at HoldCo. The remaining debt at HoldCo is now $550m,

falling due in May 2024. Cash at the holding companies was $398m.

Leverage was at 1.4x in March 2023, broadly stable despite $500m

of spectrum investment during the year.

•

The Board has recommended a ﬁnal dividend of 3.27 cents per

share, making the total dividend for 2022/23 5.45 cents per share,

an increase of 9% in line with our progressive dividend policy.

Performance highlights

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Financial review

Revenue in reported currency grew by 11.5%, with constant currency

revenue growth of 17.6% partially oﬀset by currency devaluation.

The slowdown in revenue growth from the previous year was due

to a loss of tower sharing revenues following the sale of towers in

Madagascar, Malawi and Tanzania in the second half of the year and

NIN-related

barring of voice services in Nigeria. Excluding these, the

growth would have been approximately 21% in constant currency.

Total revenue for mobile services and mobile money services

combined grew in Nigeria by 20.3%, East Africa by 17.4% and

Francophone Africa by 12.7%, respectively.

Revenue growth was recorded across all reporting segments, with

mobile services revenue for the Group up by 16.2%, reﬂecting Nigeria

growing by 20.3%, East Africa by 13.4% and Francophone Africa by

11.9%, respectively. Double-digit revenue growth was recorded in

both key services: voice revenue grew by 11.8% and data revenue by

23.8%. Mobile money revenue grew by 29.6% in constant currency,

driven by 32.6% growth in East Africa and 20.3% growth in

Francophone Africa.

Net ﬁnance costs increased by $320m, largely due to higher foreign

exchange and derivative losses of $245m. This increase mainly

comprised a $67m loss on derivatives and higher foreign exchange

losses arising from the revaluation of balance sheet liabilities (a loss

of $82m on devaluation of the Nigerian naira, and other devaluation

losses of $96m mainly arising from the Kenyan and Ugandan shilling,

Malawian and Zambian kwacha).

Total tax charges were lower by $185m mainly due to the recognition

of a deferred tax credit of $117m in Kenya, $25m in the DRC and $19m

in Tanzania. Non-controlling interests was down $37m due to the

buy-back of minorities in Nigeria and lower minority allocation charges

in Tanzania, partially oﬀset by the increase in Airtel Money minority

shareholdings.

EPS before exceptional items was 13.6 cents, a reduction of 15.0%

largely because of higher foreign exchange and derivative losses of

$245m. Basic EPS at 17.7 cents up by 5.2% due to higher operating

proﬁts and an exceptional gain on deferred tax credit recognition

in Kenya, the DRC and Tanzania partially oﬀset by higher foreign

exchange and derivative losses. EPS before exceptional items and

excluding foreign exchange and derivative losses increased by 13.4%.

Our balance sheet has also been further de-risked by continued

localisation of our debt into the OpCos and continued debt reduction

in HoldCo, following the $450m HoldCo bond prepayment in July

2022. Leverage at 1.4x in March 2023 was broadly stable despite

$500m spectrum investment during the year.

In terms of outlook, long-term opportunities remain attractive for us.

While mindful of currency devaluation and repatriation risks, we

continue to work actively to mitigate all our material risks and deliver

value for all our stakeholders.

GAAP measures

Revenue

Revenue grew by 11.5% to $5,255m in reported currency and by

17.6% in constant currency. The diﬀerential in growth rates was due to

an average currency devaluation between the periods, mainly in the

Central African franc (11.7%), which is largely pegged to the euro, the

Nigerian naira (6.1%), the Kenyan shilling (9.4%), the Ugandan shilling

(4.9%) and the Malawian kwacha (22.6%), in turn partially oﬀset by

appreciation in the Zambian kwacha (8.8%). The revenue growth of

17.6% in constant currency growth was driven by both customer base

growth of 9.0% and ARPU growth of 7.4%.

Mobile services revenue grew by 16.2% in constant currency

supported by growth across the regions: Nigeria up by 20.3%, East

Africa by 13.4% and Francophone Africa by 11.9%, respectively.

Mobile services revenue growth was driven by both voice and data

services, voice revenue grew by 11.8% and data revenue by 23.8%.

Mobile money revenue grew by 29.6%, driven by 32.6% growth in

East Africa and 20.3% in Francophone Africa.

The slowdown in revenue growth from the previous year was due

to a loss of tower sharing revenues following the sale of towers in

Madagascar, Malawi and Tanzania in second half of the year and

NIN-related barring of voice services in Nigeria. Excluding these,

the growth would have been around 21% in constant currency.

Revenue ($m)

FY’23

FY’22

5,255

11.5%

21.3%

4,714

Operating proﬁt

Operating proﬁt increased by 14.5% in reported currency to $1,757m

as a result of strong revenue growth and continued improvements in

operating eﬃciency in East Africa and Francophone Africa.

Operating profit ($m)

FY’23

FY’22

1,757

14.5%

37.2%

1,535

Net ﬁnance costs

Net ﬁnance costs were $723m, an increase of $320m largely due to

higher foreign exchange losses of $178m and higher derivative losses

of $67m as a result of foreign exchange movements. The higher

foreign exchange losses arose from the revaluation of balance sheet

Profit after tax ($m)

755

March ’22

reported proﬁt

after tax

March ’23

reported proﬁt

after tax

March ’22

proﬁt after tax

excluding

exceptional items

Operating

proﬁt

Finance

cost

Tax

March ’23

proﬁt after tax

excluding

exceptional items

March ’23

exceptional

items

(62)

March ’22

exceptional

items

693

(320)

589

750

190

161

MARCH 2022

MARCH 2023

Airtel Africa plc

Annual Report and Accounts 2023

liabilities (including current and non-current borrowings and lease

liabilities) following certain currency devaluations across most of our

OpCos, including a loss of $82m on the devaluation of the Nigerian

naira, and other devaluation losses of $96m mainly arising from the

Kenyan and Ugandan shilling and Malawian and Zambian kwacha.

Net ﬁnance cost (excl. foreign exchange and derivatives losses) were

$385m, an increase of $75m, largely driven by higher interest on lease

liabilities. Interest costs on market debt were broadly ﬂat.

The Group’s eﬀective interest rate increased to 7.7% from 5.6% in the

prior period, largely driven by an increase in base rates, increase in local

currency OpCo debt and the repayment of HoldCo bond, which had

lower rate.

Taxation

Total tax charges were lower by $185m mainly due to the recognition

of a deferred tax credit of $117m in Kenya, $25m in the DRC and $19m

in Tanzania. Excluding exceptional items, tax was lower by $26m

mainly due to the lower proﬁt before tax on account of higher foreign

exchange and derivative losses.

Proﬁt after tax

Proﬁt after tax was $750m, down by 0.6%, as growth in operating

proﬁt was oﬀset by higher foreign exchange and derivative losses of

$245m. Proﬁt after tax excluding foreign exchange and derivative

losses was up by 21.2%.

Basic EPS

Basic EPS was 17.7 cents, up by 5.2% from 16.8 cents in the prior

period. This increase was mainly due to higher operating proﬁts and

exceptional items gain on deferred tax credit recognition in Kenya, the

the DRC and Tanzania, partially oﬀset by higher foreign exchange and

derivative losses.

Net cash generated from operating activities

Net cash generated from operating activities was $2,208m, up by

9.8% largely driven by higher operating proﬁt which was partially

oﬀset by higher tax payments on the increased local proﬁts and

withholding tax on dividends by subsidiaries. While in some markets

we faced instances of shortage of foreign currency within the

local monetary system, we beneﬁted from a broad geographical

diversiﬁcation which enables access to liquidity, with limited impact

on the Group requirements.

Alternative performance measures

Underlying EBITDA

Underlying EBITDA was $2,575m, an increase of 11.4% in reported

currency and 17.3% in constant currency, driven by strong revenue

growth. Underlying EBITDA margins were largely ﬂat at 49.0% despite

inﬂationary cost pressures, a drop of 3 basis points in reported

currency and 14 basis points in constant currency. We continue to

work towards mitigating the inﬂationary cost pressures through

various cost initiatives.

Foreign exchange had an adverse impact of $281m on revenue, and

$133m on underlying EBITDA, as a result of currency devaluations.

Average currency devaluations between the periods were mainly

in the Central African franc (11.7%), the Nigerian naira (6.1%), the

Kenyan shilling (9.4%), the Ugandan shilling (4.9%) and the Malawian

kwacha (22.6%), in turn partially oﬀset by appreciation in the Zambian

kwacha (8.8%).

With respect to currency devaluation sensitivity, on a 12-month basis,

a 1% currency devaluation across all currencies in our OpCos would

have a negative impact of $51m on revenues, $31m on underlying

EBITDA and $23m on ﬁnance costs (excluding derivatives). Our largest

exposure is to the Nigerian naira, for which a 1% devaluation would

have a negative impact of $22m on revenues, $12m on EBITDA and

$7m on ﬁnance costs (excluding derivatives).

See the risk factors section for detailed disclosure on the currency

devaluation risk posed to the Group on page 96.

Underlying EBITDA ($m)

FY’23

FY’22

2,575

49.0%*

2,311

Underlying EBITDA margin %

Eﬀective tax rate

The eﬀective tax rate was 38.8%, compared to 39.0% in the prior

period, due to proﬁt mix changes amongst the OpCos. The eﬀective

tax rate is higher than the weighted average statutory corporate tax

rate of approximately 33%, largely due to the proﬁt mix between

various OpCos and withholding taxes on dividends by subsidiaries.

Exceptional items

No operating exceptional items were incurred in the current year.

Operating exceptional items in the previous period consists of a $12m

provision for expected settlement of a contractual dispute in which

one of the Group’s subsidiaries is a party and $20m costs of agreeing

historical spectrum fees in one of the Group’s subsidiaries.

Non-operating exceptional items in the previous period include a gain

of $111m on the sale of telecommunications tower assets in the

Group’s subsidiaries in Tanzania, Malawi, Madagascar and Rwanda,

partially oﬀset by one oﬀ costs of $19m (including applicable premium

paid) on the early repayment of $505m bonds in March 2022.

The tax exceptional item in current period related to the recognition of

a deferred tax credit of $117m in Kenya, $25m in the DRC and $19m

in Tanzania.

Tax

Description

Unit of measure

Year ended March 2023

Year ended March 2022

Proﬁt before

taxation

Income tax

expense

Proﬁt before

taxation

Income tax

expense

Reported eﬀective tax rate

1,034

284

27.4%

1,224

469

38.3%

Adjusted for:

Exceptional items

–

161

(60)

Foreign exchange rate movement

for loss making entities and/or

non-DTA operating companies and

holding companies

106

–

One-oﬀ adjustment and tax on

permanent diﬀerence

(1)

(12)

(2)

Eﬀective tax rate

1,144

444

38.8%

1,202

469

39.0%

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Financial review

continued

EPS before exceptional items

EPS before exceptional items was 13.6 cents, a reduction of 15.0%

largely as a result of higher foreign exchange and derivative losses of

$245m. Excluding foreign exchange and derivative losses, the EPS

before exceptional item was 20.6 cents, an increase of 13.4%.

Description

$ cents

March 2022 EPS before exceptional items

16.0

Exchange

(1.9)

Operating proﬁt (constant currency)

7.3

Net ﬁnance charges

(8.7)

Derivatives and Forex gain/(loss)

(6.5)

Finance charges (excluding derivatives and forex)

(2.2)

Tax

0.2

Others

0.7

March 2023 EPS before exceptional items

13.6

Operating free cash ﬂow

Operating free cash ﬂow was $1,827m, up by 10.4%, as higher

underlying EBITDA more than oﬀset increased capital expenditure.

Capital expenditure during the period increased $92m due to planned

network expansion and investments into the PSB and data centre

opportunity in Nigeria.

Leverage and balance sheet measures

Leverage at 1.4x net debt/underlying EBITDA, was broadly stable

despite $500m of spectrum investment during the year. Our balance

sheet has also been further de-risked by continued localisation of our

debt into the OpCos – now almost 60% of our OpCos debt is in local

currency – and continued debt reduction in HoldCo. In July 2022, the

Group prepaid $450m of external debt at HoldCo. The remaining debt

at HoldCo is now $550m, falling due in May 2024. Cash at the holding

companies was $398m.

Description

March 2023

March 2022

Times

Foreign currency

1,144

0.5x

1,585

0.7x

Holdco

550

0.2x

1,000

0.4x

OpCos

594

0.3x

585

0.3x

Local currency

1,035

0.4x

676

0.3x

OpCos

1,035

0.4x

676

0.3x

Less: cash and

cash equivalents

(702)

(0.3x)

(980)

(0.4x)

Net debt, excluding

lease liabilities

1,477

0.6x

1,281

0.6x

Lease liabilities

2,047

0.8x

1,660

0.7x

Net debt, including

lease liabilities

3,524

1.4x

2,941

1.3x

Net cash generated from operating activities

Particulars

March 2023

March 2022

Change

Underlying EBITDA

2,575

2,311

264

Other non-cash items

(38)

Operating cash ﬂow before

changes in working capital

2,577

2,273

304

Change in working capital

(3)

Net cash generated from

operations before tax

2,605

2,304

301

Income tax paid

(397)

(293)

(104)

Net cash generated from

operating activities

2,208

2,011

197

Net debt bridge

Particulars

March 2023

March 2022

Net cash generated from

operating activities

2,208

2,011

Cash capex (tangible)

(779)

(717)

Cash capex (intangible)

(502)

(22)

Cash interest

(371)

(351)

Repayment of lease liabilities

(279)

(251)

Dividend paid to non-controlling interests

(75)

(48)

Subtotal (a)

202

622

Dividend to Airtel Africa plc shareholders

(195)

(169)

Acquisition of non-controlling interest

–

(164)

Increase in mobile money wallet balance

(86)

(64)

Proceeds from sale of tower assets

–

251

Proceeds from sale of shares to

non-controlling interests

–

550

Others

(73)

(13)

Subtotal (b)

(354)

391

Addition of lease liabilities

(776)

(651)

Repayment of lease liabilities

279

251

Foreign exchange on borrowings and

cash ﬂows

(24)

Subtotal (c)

(431)

(424)

Net debt (increase)/decrease d= a+b+c

(583)

589

Opening net debt

2,941

3,530

Closing net debt

3,524

2,941

Purchase of intangible assets

Purchase of intangible assets of $502m mainly includes additional

spectrum payment of $317m in Nigeria, $123m in East Africa and

$42m in Francophone Africa.

Dividend paid to shareholders

Final dividend payment of 3 cents per ordinary share for year ended

31 March 2022 was paid during the year and an interim dividend

payment of 2.18 cents per ordinary share paid in December 2022.

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 3.27 cents per share for

year ended 31 March 2023.

Acquisition of non-controlling interest

Previous period had a cash outﬂow of $164m related to buy-back

of 8.22% non-controlling interest from the minority shareholders in

Airtel Networks Limited (Airtel Nigeria), a subsidiary of Airtel Africa plc.

Refer to Note 5(b) of consolidated statement of ﬁnancial position as

set out on page 180 for details.

Proceeds from sale of tower assets

In the previous period, the Group received proceeds of $251m from

the sale of tower assets in Tanzania, Madagascar, Malawi and Rwanda.

This was in line with our focus on an asset-light business model. Refer

to Note 11 of consolidated statement of ﬁnancial position as set out on

page 198 for details.

Proceeds from sale of shares to non-controlling interests

In line with the Group’s pursuit of strategic investment in mobile money

business, the Group received a minority investment of $550m in the

previous period from four investors in Airtel Mobile Commerce B.V.

Refer to Note 28(c) of consolidated statement of ﬁnancial position as

set out on page 216 for details.

Airtel Africa plc

Annual Report and Accounts 2023

Financial information by service

We provide performance data for our mobile voice and data services,

and Airtel Money in our business review on pages 62-73.

Financial information by market

We provide performance data for each of our markets in our business

review on pages 66-71.

Consolidated statement of ﬁnancial

position

The consolidated statement of ﬁnancial position is set out on pages

174-175. 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 $2,507m, an increase of $104m due to capital

expenditure of $735m, mainly related to expansion of our network,

PSB and IT security which was partially oﬀset by $435m of

depreciation and $196m of foreign currency translation reserve.

Right of use assets

Right of use assets increased to $1,497m, an increase of $388m due

to the capitalisation of the present value of telecommunication towers

taken on long-term lease, partially oﬀset by $280m of depreciation.

Other intangible assets

Other intangible assets, including assets under development increased

by $578m to $1,212m. This relates to $627m of investment in

spectrum and licence, and capitalisation of present value of deferred

spectrum charges amounted to $89m, partially oﬀset by $103m

of amortisation.

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 $103m.

Total equity and liabilities

Total equity

Total equity increased to $3,808m, an increase of by $159m related

to $750m proﬁt for the period, partially oﬀset by $195m dividend to

shareholders of Airtel Africa, other comprehensive loss of $353m

(largely due to foreign currency translation reserve) and $52m

dividend to minority shareholders in subsidiaries.

Borrowings

Gross borrowings (including short-term borrowings) increased by

$293m to $4,225m, largely due to increase in lease liabilities by $387m

and higher external loan of $368m at OpCos, mostly in local currency,

oﬀset by prepayment of $450m bond at HoldCo. Net debt of the

Group as of 31 March 2023 was $3,524m.

Current liabilities

Current liabilities (excluding borrowings) increased by $268m to

$2,232m, largely due to renewal of 2100 MHz spectrum licence for

a gross consideration of $127m (paid in April 2023) and increase in

mobile money wallet balance.

Further details of the Group’s liquidity position and going concern

assessment are shown on page 175 and Note 2.2 of the ﬁnancial

statements.

Dividends

The Board has recommended a ﬁnal dividend of 3.27 cents per

ordinary share for the year ended 31 March 2023. The proposed ﬁnal

dividend will be paid on 26 July 2023 to all ordinary shareholders

who are on the register of members at the close of business on

23 June 2023.

We will announce more details in due course. We paid an interim

dividend of 2.18 cents per ordinary share in December 2022.

Non-ﬁnancial information statement

We are pleased to set out below where you can ﬁnd information relating to non-ﬁnancial matters in our strategic report, as required under

sections 414CA and 414CB of the Companies Act 2006.

Page(s)

Business model

Strategic report

1-99

Business model and KPIs

24-25

Principal risks and mitigation

90-97

Environmental matters

Our 2022/23 sustainability strategy update

38-55

Principal risks and mitigation: compliance to legal requirements, KYC and quality of service,

non-compliance, internal controls and compliance

93-97

Our people

Principal risks and mitigation: leadership succession planning, internal controls and compliance

Chair’s statement, company vision and values

12-13, 24

Directors’ report

139-143

Stakeholder engagement: ‘Our people’

Social matters

Principal risks and mitigation: Covid-19

Directors’ report

139-143

Information about our approach to tax can be found on our website:

www.airtel.africa

Respect for human rights

Principal risks and mitigation: supply chain

Our Code of Conduct can be found on our website:

www.airtel.africa

Anti-corruption and anti-bribery

matters, health and safety

Directors’ report, modern slavery act, anti-corruption and anti-bribery matters

139-143,

125

Our Code of Conduct and other related policies can be found on our website:

www.airtel.africa

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Managing our risk

Managing our risks

We operate in 14 markets across Africa. Our markets oﬀer both

long-term growth opportunities and a diverse range of risks and

uncertainties. Managing these risks is an essential part of delivering

our strategy. It means we can continue to create value for our

business and shareholders, and for the millions of people whose

lives we help transform.

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

Governance Code. We have designed our risk management

framework to give us a consistent means of identifying, mitigating

and monitoring risk across all 14 of our OpCos and Group entities.

It provides senior management and our Board with oversight over

our principal risks and promotes a bottom-up approach to identifying

and managing risks across the Group.

Risk management governance

The Airtel Africa plc Board 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, which is responsible for risk management processes

and oversees the OpCo’s principal risks and the eﬀectiveness of its

mitigation actions.

Identifying, mitigating and

managing risk is an essential

part of delivering our strategy

– and underpins our ability to

transform lives across Africa.

Ravi Rajagopal

Chair, Audit and Risk Committee

Understanding and

managing our risk

environment to support

the Group’s objectives

Airtel Africa plc

Annual Report and Accounts 2023

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

on the eﬀectiveness of the

Group’s risk management

processes through regular

reviews of the Group’s principal

and emerging risks. This year, the

ARC carried out several detailed

thematic risk reviews across

several functions within the

business. See pages 117-127

for 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 and the progress

and eﬀectiveness of mitigation

actions, ensuring that the Group

operates within its deﬁned

risk appetite.

The ERC meets quarterly and

carries out robust reviews of the

Group’s signiﬁcant risks cutting

across its operating markets and

functions. It also reviews and

discusses emerging risk trends

with potential impact on 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 area. 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

Executive Risk Committees.

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

The OpCo Executive Risk

Committee (ERC) performs a

similar role to the Group ERC. It is

responsible for implementing the

risk management framework in

our subsidiaries. It identiﬁes 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 ERC meets on a

quarterly basis while the OpCo

Boards review the OpCo’s

principal and emerging risks at

least on a semi-annual basis.

Risk identiﬁcation process

Our risk appetite framework

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

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

Impact/

consequence

Likelihood of

occurrence

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

Discuss and validate each risk

Identiﬁed risks are assessed on

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 are 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 are 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.

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Almost

certain

Likely

Possible

Unlikely

Minor

Moderate

IMPACT

LIKELIHOOD

Signiﬁcant

Extreme

Risk heat map (residual risks)

Managing our risk

continued

Strategic risks

Operational

risks

Financial risks

Governance and

compliance risks

Category

Reference

in heat map

Philosophy/approach

Description

These are risks arising from

changes in our external

business environment such as

macroeconomic conditions or

market/competitive dynamics

Risks aﬀecting our ability to

eﬀectively operate our business

model across a variety of

functional areas

Risks impacting our liquidity or

solvency, ﬁnancial reporting,

or capital structure

Risks aﬀecting our ability to

comply with our legal, regulatory

and governance obligations

We operate in 14 countries across Africa with signiﬁcant market opportunities

arising from low penetration of telecommunications and banking services.

The Group is bullish on the opportunities that Africa presents and is generally

open to taking increased levels of risks to capture these market opportunities.

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.

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 towards any form of violation of its

system of key ﬁnancial and internal controls.

We are committed to complying with laws and regulations in the jurisdictions

where we operate, and averse to violations of legal or regulatory obligations.

How we classify our risks

Covid-19

Exchange rate ﬂuctuations and

shortage of foreign currency

Uncertain and constantly evolving

legal and regulatory requirements

and environment

Risk

Changes

This risk was dropped as a principal risk for the Group. Over the past three years since the start of the pandemic, the

Group has developed internal capabilities to eﬀectively manage and adapt its operations to cope with varying levels

of disruptions attributed to the pandemic. The risk impact is also lower, as evidenced by the removal of public health

restrictions and the re-opening of economies around the world.

This risk has been modiﬁed from ‘Exchange rate ﬂuctuations and availability of foreign currency for repatriation’ to

‘Exchange rate ﬂuctuations and shortage of foreign currency’. This revised risk description reﬂects the fact that in

some of our operating markets, we face instances of limited supply of foreign currency within the local monetary

system, which not only constrains the ability of the Group to fully beneﬁt from strong cash generation at the OpCo

but also negatively impacts our ability to make timely foreign currency vendor payments in the aﬀected markets.

This risk has been modiﬁed from ‘Non-compliance to legal and regulatory requirements’ to ‘Uncertain and constantly

evolving legal and regulatory requirements and environment’. The Group takes all reasonable eﬀort to comply with

its legal and regulatory obligations in all the jurisdictions where it operates. However, in some markets, we are faced

with the risk of unanticipated changes in the legal and regulatory environment and compliance requirements which

can expose the Group to adverse ﬁnancial and/or reputational impact.

Changes in principal risks during the ﬁnancial year

Strategic risk

Adverse competition and market disruption

Digitalisation and innovation

Operational risk

Technology obsolescence

Cyber and information security threats

Increase in cost structure

Leadership succession planning

Internal controls and compliance

Network resilience and business continuity

Financial risk

Exchange rate ﬂuctuations and availability

of foreign currency for repatriation

Governance and compliance risk

Non-compliance to legal and regulatory

requirements

Currently, all principal risks are within our risk appetite

Airtel Africa plc

Annual Report and Accounts 2023

Principal risks and mitigation

RISK

Adverse competition and market disruption

Digitalisation and innovation

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.

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.

We need to continually innovate to simplify our

user experience, make our business processes

more agile, and develop more digital touchpoints

to reach our customers and meet their

changing needs.

An inability to eﬀectively and eﬃciently invest in

and upgrade our network and IT infrastructure

would aﬀect our ability to compete eﬀectively

in the market. While we continually invest in

improving and maintaining our networks and

IT systems to address current levels of volume

and capacity growth, we need to continue to

commit substantial capital to keep pace

with rapid changes in technology and the

competitive landscape.

Strategic risks

Open

Flexible

Chief commercial

oﬃcer

Chief technology

and information

oﬃcer and chief

commercial

oﬃcer

Chief technology

and information

oﬃcer

Ongoing monitoring of competitive

landscape and competitor activities

Emphasis on customer experience,

aﬀordability, product penetration and

development of our product portfolio

The continued growth of our Airtel

Money business and the increased

penetration of our GSM customers

using Airtel Money services helping

to increase customer ‘stickiness’ on

our network

Simplifying customer experience

through self-care and other

applications across several

customer touchpoints

Rollout of digital apps and self-care

channels to simplify customer

experience

Focus of Airtel Africa Digital Labs

on developing cutting-edge digital

solutions to address customer needs

and solve complex problems using

the latest technologies

Simplifying our core IT systems and

integration capabilities to allow for

faster deployment of new products

and services and integration with

third-party applications

Refreshing our IT infrastructure with

a focus on cloud technology

Network modernisation project

involving upgrades to our core

(mobile switching) and packet

(mobile data) networks

Reducing the cost of network

operations by adopting radio

agnostic technology, single RAN,

which allows easy switching of

network resources and spectrum

between 2G, 3G and 4G networks

at minimal marginal costs

Acquisition of 4G and 5G spectrum

in Nigeria and spectrum assets in the

Democratic Republic of the Congo,

Kenya, Tanzania and Zambia (see

page 23)

Launch of SmartCash Payment

Service Bank (PSB) in Nigeria (see

page 73)

Continued strengthening of our

digital team through the addition

of senior staﬀ resource within the

team and introduction of digital

skills training programmes for

OpCos

Establishing the digital shared

services function supporting core

telco and mobile money needs

across the full customer lifecycle

from journey design, product

development and growth

Implementation of modernised

technology, deeper integration of

machine learning and scaling of

agile ways of work across Group

and OpCos

Continued modernisation of our

network and new site rollout in

addition to signiﬁcant investment

in spectrum assets

Refresh of IT infrastructure

completed with a focus on cloud

technology to improve resilience

RISK

Technology obsolescence

Key to our strategic pillars

Win with technology

Win with distribution

Win with data

Win with mobile money

Win with cost

Win with people

Description of risk

Risk

appetite

Risk

owners

How we mitigate this risk

Key developments in the year

Operational risks

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.

Averse

Chief technology

and information

oﬃcer

Ongoing review and implementation

of security controls to mitigate

possible system vulnerabilities

Awareness campaign and training of

employees on IT and cybersecurity

risks and control measures

Continuing to identify risk and

assess vulnerability

Achieved ISO 27001 ‘Information

Security Management System’ and

ISO 22301 ‘Business Continuity

Management System’ certiﬁcations

for all our operating markets

The Group’s subsidiary, Smartcash

Payment Service Bank (PSB)

Limited, received the payment card

industry data security standard

certiﬁcation (PCI DSS)

RISK

Cyber and information security threats

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Principal risks and mitigation

continued

RISK

Increase in cost structure

Leadership succession planning

Operational risks

continued

Key to our strategic pillars

Win with technology

Win with distribution

Win with data

Win with mobile money

Win with cost

Win with people

Description of risk

Risk

appetite

Risk

owners

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.

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. Prevailing

macroeconomic conditions and a variety of other

factors beyond our control, such as rising global

inﬂation and the impact of the war in Ukraine on

the prices of commodities, 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.

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. This fuel price inﬂation

resulted in an opex increase of $245m in the

ﬁnancial year attributed to increases in the cost

of diesel.

Cautious

Flexible

Chief human

resources oﬃcer

Chief supply

chain oﬃcer

Deﬁned functional and leadership

development plans for critical roles

Building succession plans for Group

OpCo Executive Committees

Ongoing identiﬁcation of high-

potential employees for talent

development

Talent mapping a larger talent pool

across Africa, Europe and Asia to

meet current and future business

needs

Long-term incentive arrangements

to encourage employee retention

and alignment to long-term

company objectives

Continuous review of our operating

model and supply chain processes

to identify cost optimisation

opportunities

Rolling out various initiatives to

optimise our operating structure to

improve business performance

Long-term planning and buying

strategies mitigating the eﬀects of

short-term disruptions within our

supply chain

Accelerated our ‘build’ strategy to

develop more internal talents and

high performers for leadership roles

Launched our ‘Women in Tech’

programme to accelerate female

leadership within the technology

functions of our organisation

Developing the diversity of our talent

pool through inter-OpCo transfers

in the form of short- and long-term

assignments

Developed and implemented

graduate programme across our

various OpCos

Kick-started the process of

transitioning to renewable energy

sources for new site deployment and

the conversion of existing oﬀ-grid

sites to on-grid or renewable energy

sources in partnership with our

towerco partners in line with our

sustainability strategy and as a

long-term cost optimisation initiative

Continued digitalisation of our sales

and customer touchpoints to drive

cost savings

How we mitigate this risk

Key developments in the year

Airtel Africa plc

Annual Report and Accounts 2023

Internal controls and compliance

Operational risks

continued

Key to our strategic pillars

Win with technology

Win with distribution

Win with data

Win with mobile money

Win with cost

Win with people

RISK

Network resilience and business continuity

Description of risk

Risk

appetite

Risk

owners

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.

Our ability to provide quality of service to our

customers and meet quality of service (QoS)

requirements depends on the robustness and

resilience of our network and IT infrastructure

and our ability to respond appropriately to any

disruptions. Our telecommunications 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.

Averse

Cautious

Chief ﬁnancial

oﬃcer

Chief technology

and information

oﬃcer

Ongoing review and strengthening

of the Group’s internal controls over

ﬁnancial reporting and compliance

processes

Review process for addressing and

mitigating ﬁndings from internal

audit, with oversight from the Audit

and Risk Committee

A robust system for assessing and

monitoring key controls across the

Group, and independent assurance

testing of these controls

Implementing geographically

redundant disaster recovery sites to

provide back-up for our networks

and IT infrastructure across our

OpCos

Regular testing of fallback plans for

network and IT systems to ensure

reliability of switch over from active

to redundant nodes in the event of

a disaster

Further enhancement to our Internal

Controls Over Financial Reporting

(ICOFR) framework with a focus on

our Airtel money business

Instituting an independent validation

process for our key controls

framework with a view to improving

the overall quality of control design

and execution across the

organisation

Disaster recovery sites are in place

for critical applications and disaster

recovery drills now occur at regular

intervals

How we mitigate this risk

Key developments in the year

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

Principal risks and mitigation

continued

Financial risks

RISK

Exchange rate ﬂuctuations and shortage of foreign currency

Description of risk

How we mitigate this risk

Key developments in the year

Risk

appetite

Risk

owners

Our multinational footprint means we are

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

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 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, speciﬁcally in some

of our OpCos, Group management continuously

monitors the potential impact of this risk of

exchange rate ﬂuctuations based on the

following methodology:

a) Comparing the average devaluation of each

currency in the markets in which the Group

operates against US dollar on a three-year and

ﬁve-year historic basis and onshore forward

exchange rates over a one-year period.

b) If either of the above devaluations is higher

than 5% per annum, management selects the

highest of these exchange rates.

c) Management then uses this exchange rate to

monitor the potential impact of using that rate on

the Group’s income statement so that the Group

can actively monitor and assess the impact on

the Group’s ﬁnancials.

Based on the this methodology, the weighted

average yearly potential devaluation of the basket

of currencies in which the Group is exposed is

estimated to be in the range of 7% to 8%.

With respect to currency devaluation sensitivity,

on a 12-month basis, a 1% currency devaluation

across all currencies in our OpCos would have a

negative impact of $51m on revenues, $31m on

EBITDA and $23m on ﬁnance costs (excluding

derivatives). Our largest exposure is to the

Nigerian naira, for which a 1% devaluation would

have a negative impact of $22m on revenues,

$12m on EBITDA and $7m on ﬁnance costs

(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.

Flexible

Chief ﬁnancial

oﬃcer

Renegotiating forex-denominated

contracts to local currency contracts

Hedging foreign currency

denominated payables and loans,

and matching assets and liabilities,

where possible

Adequate funding arrangements

to mitigate any short-term liquidity

constraints caused by ﬂuctuations

in forex supply

Geographical diversiﬁcation

enables access to liquidity across

our footprint

Early redemption of $450m of the

Group’s senior notes due in 2024,

reducing the Group’s foreign

currency debt (see page 189)

Signing of a $194m facility with the

International Finance Corporation

(IFC) to support operations and

investments in some of our markets

and diversify access to local funding

(see page 113)

Key to our strategic pillars

Win with technology

Win with distribution

Win with data

Win with mobile money

Win with cost

Win with people

Airtel Africa plc

Annual Report and Accounts 2023

Governance and compliance risk

RISK

Non-compliance to legal and regulatory requirements

Description of risk

How we mitigate this risk

Key developments in the year

Risk

appetite

Risk

owners

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 legal

and regulatory environment and compliance

requirements exposing us to adverse

ﬁnancial and reputational impact.

Averse-

cautious

Chief legal oﬃcer and

chief regulatory oﬃcer

Instituting various policies across the

Group to comply with compliance

obligations in jurisdictions where

we operate

Continuing engagement with

regulators and active participation in

industry bodies on key policy matters

Implementing a regular compliance

tracking process, identifying root

causes for cases of non-compliance

and taking corrective actions

Implementing an escalation process

for reporting signiﬁcant matters to

the Group oﬃce

Communicating with and training

employees on relevant company

policies

Preparatory work is underway by

Airtel Uganda to comply with Article

16 of Uganda’s National Telecom

Operator (‘NTO’) licence requiring

the local listing of 20% of its shares

by the deadline of 16 December

2023 (see page 23)

Our chief regulatory oﬃcer was

appointed as the Chair of the GSMA

sub-Saharan Africa Policy Group,

an industry group which focuses

on issues relating to public policy,

regulation, spectrum management

and advocacy

Key to our strategic pillars

Win with technology

Win with distribution

Win with data

Win with mobile money

Win with cost

Win with people

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 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.

In January 2022, we engaged The Carbon Trust, one of the world-

leading environmental consultancies, for their advice and assistance

with several aspects of our GHG emissions measurement,

management, and reporting. In October 2022 we published our ﬁrst

Sustainability Report 2022 where we set out the framework for our

decarbonisation strategy and published our baseline GHG emissions.

For more details, see pages 38-55.

In addition, we plan to launch a sector-leading and credible

decarbonisation strategy which we will be publishing on our website

www.airtel.africa

Operating a uniform risk management

framework across our operating footprint

allows for consistency of approach and

puts us in good stead to deal with and

respond to our constantly changing

environment.

Peter Odedina

Chief compliance oﬃcer

Our long-term viability statement

Viability statement of Airtel Africa plc

In accordance with provision 31 of the 2018 UK Corporate

Governance Code, the Board 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 under-penetrated emerging African

telecom 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 average tenure of our

ﬁnancing arrangements and;

•

Key macro and political developments which impact on our

headroom and liquidity include currency devaluation, inﬂation,

ﬁscal policies and sovereign credit ratings. Our visibility of 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

while still retaining a longer-term perspective. 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. For goodwill

impairment test, 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. as against the three-year period for

viability assessment which focuses on the Group’s liquidity plan.

In assessing the Group’s prospects, the directors considered 5G

cellular network potential in the markets in which the Group operates.

The Group’s ﬁrst endeavour is to secure spectrum for 5G launch and

roll out 5G network in key markets. During the ﬁnancial year, the Group

secured 5G spectrum in Nigeria, Kenya, Zambia and Tanzania and will

selectively launch 5G services in these markets. Given the relatively

low 4G customer penetration in the countries where it operates, the

Group will continue to focus on its strategy to expand its data services

and increase data customer penetration by leveraging and expanding

its leading 4G network.

This assessment is prepared based on our strategy, and adequate

sensitivity and stress tests have been conducted through various

scenarios, both individually and collectively, based on our overall risk

assessment framework.

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.

Board’s assessment

Assessment period

The viability assessment

is based on our current

business model (see

page 24 of this report),

a three-year prospect

horizon, and our strategy

(see pages 26-37).

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.

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

Our risk evaluation is

described on pages 90-97.

While each principal risk

has been carefully

evaluated both individually

and collectively, and an

adequate monitoring and

mitigation plan has been

deﬁned, we have also

considered sensitivity

analysis and stress tests

on the three-year

projections.

Scenario analysis

We have quantiﬁed the

impact of sensitivities

on cash and liquidity

headroom availability, both

individually and collectively,

in reasonable worst-case

scenario. In assessing the

impact of sensitivities

on cash and liquidity

headroom, we have

considered various

mitigating actions which

could be undertaken to

ensure suﬃcient liquidity.

Our multinational footprint means we are 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 could have a negative eﬀect on our

liquidity, ﬁnancial condition, and long-term prospects. In some markets

(especially Nigeria and certain East African OpCos), we face instances

of limited supply of foreign currency within the local monetary system.

This not only constrains our ability to fully beneﬁt at the Group level

from strong cash generation by those OpCos but also impacts our

ability to make timely foreign currency payments to our international

suppliers. Given the severity of this risk, speciﬁcally in some of our

OpCos, Group management continuously monitors the potential

impact of this risk 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.

Additionally in some markets, our operating costs are subject to

ﬂuctuations in global commodity prices, market uncertainty, and

energy costs (such as diesel and electricity). Prevailing macroeconomic

conditions and a variety of other factors beyond our control, such as

rising global inﬂation and the impact of the war in Ukraine on the

prices of commodities, 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.

Airtel Africa plc

Annual Report and Accounts 2023

STRATEGIC REPORT

The company ended the year in a strong ﬁnancial position. Net cash

generated from operating activities increased by 9.8% in the last 12

months to $2.2bn, and our net debt to EBITDA ratio is 1.4x at the end

of this ﬁnancial year. Our cash balances, in conjunction with $525m of

committed undrawn facilities at the date of approval of these ﬁnancial

statements, ensure we can continue to meet our ﬁnancial obligations.

During the year, we repaid approx. $450m of bonds earlier than

their redemption date in May 2024. We were able to make these

repayments because of our increased cash generation. Post these

repayments, only $550m of long-term bonds will remain outstanding

for the Group, with maturity falling in May 2024.

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

2022/23, the Group invested about $1.2bn in capex, $748m in

tangible capex, and $500m in spectrum acquisition in line with

guidance. 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 as well as

expanding our distribution.

The key risks considered in the stress tests, keeping in mind the

demographic and sectoral dynamics along with their potential

negative impacts, are detailed in the table below:

Sensitivity

performed

Link to principal risks

and uncertainties

Description

Slowdown in

revenue

growth

•

Adverse competition and

market disruption

•

Technology obsolescence

•

Network resilience and

business continuity

•

Digitalisation and innovation

•

Cyber and information

security threats

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 have modelled stress

test scenarios for various levels of slowdown across segments and revenue streams.

Increase in

operating

expenses

•

Increase in cost structure

•

Digitalisation and innovation

With operations spread across 14 markets and each country having a diﬀerent economic

and business environment, there is always a risk of operating costs increasing beyond

projected levels.

Unanticipated

regulatory

and tax levies

•

Uncertain and constantly

evolving legal and regulatory

requirements and

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 the jurisdictions in which we operate. There will always be a risk of

unanticipated regulatory and tax levies aﬀecting our proﬁtability and, therefore, additional

tax and regulatory levies have been considered in the stress tests.

Exchange

rate

ﬂuctuation

•

Exchange rate ﬂuctuation

and shortage of foreign

currency

We are 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 have 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

have also factored in possible mitigations against such sensitivities.

None of the sensitivities (net of possible mitigations) impact our

opening 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 event 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

10 May 2023 and signed on its behalf by:

Olusegun Ogunsanya

Chief executive oﬃcer

10 May 2023

Airtel Africa plc

Annual Report and Accounts 2023

Governance

report

102

Our Board of directors

Our Executive Committee

100

Chair’s statement

102

Our leadership

107

Board evaluation

108

Audit and Risk Committee report

118

Nominations Committee report

123

Our compliance with the UK Corporate Governance Code

125

Directors’ report

129

Directors’ responsibilities statement

130

Directors’ remuneration report

GOVERNANCE REPORT

100

Airtel Africa plc Annual Report and Accounts 2023

Airtel Africa plc Annual Report and Accounts 2023

101

GOVERNANCE REPORT

102

Airtel Africa plc

Annual Report and Accounts 2023

102

Airtel Africa plc

Annual Report and Accounts 2023

Key to committees

Audit and Risk Committee

Nominations Committee

Remuneration Committee

Market Disclosure Committee

Sustainability Committee

Committee chair

Date appointed to Board:

July 2018

Independent:

Age:

Nationality:

Indian

Skills, expertise and contribution

Sunil is the founder and chairperson of Bharti Enterprises, one of India’s foremost

ﬁrst-generation corporations with interests in telecoms, ﬁnancial services, processed

food, real estate and hospitality. Bharti Airtel, the ﬂagship company of Bharti

Enterprises, is a global telecommunications company operating in 17 countries

across South Asia and Africa and ranking among the top three mobile operators

globally. Airtel is one of India’s largest integrated telecoms providers and the

second-largest mobile operator in Africa, serving over half a billion customers.

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 lives 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.

In 2020, Sunil led Bharti Global’s partnership with the UK government to acquire

OneWeb, a new-age space communications company. This will provide high-speed,

low-latency broadband connectivity for the defence sector in remote areas and on

maritime and aviation routes around the world.

Sunil is a recipient of the Padma Bhushan, one of India’s highest civilian honours.

External commitments

•

Founder and chairperson of Bharti Enterprises and Bharti Airtel

•

Chairperson of OneWeb Holding Limited

•

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

•

Co-chair of the India-Africa Business Council

•

Chair of the B20 Action Council on African Economic Integration (under the Indian

government’s G20 presidency)

Previous roles

Sunil has served on the boards of several international bodies. He was the

chairperson of the International Chamber of Commerce (ICC) from June 2016 to

June 2018 and the chairperson of GSM Association (GSMA) from January 2017 to

December 2018. He was the president of the Confederation of Indian Industry (CII)

from 2007 to 2008. Sunil is associated with spearheading Indian industry’s global

trade, collaboration and policy – he has served on the Prime Minister of India’s

Council on Trade and Industry.

Sunil has also served on the boards of several multinational companies including

Unilever, Standard Chartered Bank and SoftBank Corp.

Sunil is a nominee of Bharti Airtel.

Date appointed to Board:

October 2021

Independent:

Age:

Nationality:

Nigerian

Skills, expertise and contribution

Segun joined the Board after 10 years as managing director and CEO of our Nigeria

operations, with responsibility for our largest market in Africa. He brings a depth of

knowledge about African markets and more than 25 years of business management

experience in banking, consumer goods and telecoms. Segun attends all Board

meetings, Audit and Risk Committee and Sustainability Committee meetings and is

invited to attend the Remuneration and Nominations Committee meetings.

Other commitments

Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V.,

Airtel Mobile Commerce B.V. and Airtel Networks Limited – all subsidiaries of

the Group.

Previous roles

Before joining Airtel in 2013, Segun held leadership roles at Coca-Cola’s bottling

operations in Ghana, Kenya and Nigeria (as CEO). He has also been the managing

director of Nigerian Bottling Company Ltd (Coca-Cola Hellenic owned) and head of

retail banking operations at Ecobank Transnational Inc, covering 28 countries in

Africa. Segun is a chartered accountant and an engineer. He was awarded African

Business Leader of the Year in September 2021.

Date appointed to Board:

June 2021

Independent:

Age:

Nationality:

Indian

Skills, expertise and contribution

Jaideep brings more than 30 years of leadership and ﬁnancial experience to our

Board, with 18 of these in the telecoms industry. He chairs our Finance Committee

and attends all Board meetings, Audit and Risk Committee and Sustainability

Committee meetings.

Other commitments

Board member of Bharti Airtel International (Netherlands) B.V., Bharti Airtel Africa B.V.

and Airtel Networks Limited – all subsidiaries of the Group.

Previous roles

Before becoming our chief ﬁnancial oﬃcer in 2014, Jaideep was 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 Pricewaterhouse and is a qualiﬁed

chartered accountant.

Olusegun Ogunsanya

Managing director and

Chief executive oﬃcer

Jaideep Paul

Chief ﬁnancial oﬃcer

Sunil Bharti Mittal

Chair

Our Board of directors

103

Airtel Africa plc

Annual Report and Accounts 2023

103

Airtel Africa plc

Annual Report and Accounts 2023

Date appointed to Board:

April 2019

Independent:

yes

Age:

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 can draw on a

wide knowledge of diverse issues and outcomes to provide constructive challenge

and robust scrutiny of matters that come before the Board.

External commitments

•

Group chair of Simon Midco Limited (the holding company of Lowell Group)

•

Chair at Gentrack Group Limited (NZX/ASK)

•

Non-executive director at Link Administration Holdings Limited (ASX)

•

Commissioner at the National Infrastructure Commission

•

Trustee of WWF UK

•

Chair of Water Aid UK

Previous roles

Andy was previously senior independent director of ARM Holdings plc and

chairperson of the Digital Catapult and IG Group plc. He was 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.

Date appointed to Board:

April 2019

Independent:

yes

Age:

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

and in the Nigerian market, make her instrumental to Board decision-making.

External commitments

•

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)

•

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.

Date appointed to Board:

April 2019

Independent:

yes

Age:

Nationality:

British

Skills, expertise and contribution

Doug brings vast leadership experience in both private and public sectors to the

Board and his role as the chair of the Remuneration Committee. His background in

diverse leadership roles and human resources is particularly useful to the Board

when considering the Airtel Africa culture, employee management, executive

remuneration and other employee-related activities.

External commitments

•

Vice chairperson of the MasterCard Foundation

•

Director of the Leverhulme Trust

•

Non-executive director of the Huhtamaki Group

Previous roles

Doug spent 38 years at Unilever, where his roles included president of Western

Europe in the Netherlands until 2011, Group vice president of South Asia, CEO

Hindustan Unilever in India until 2008, Group vice president Africa and the Middle

East from 2004 until 2006, and chief HR oﬃcer from 2011 until 2016.

Date appointed to Board:

April 2019

Independent:

yes

Age:

Nationality:

American

Skills, expertise and contribution

John has held executive leadership roles in international business and government

for several decades. As a global business leader and distinguished diplomat, he has

extensive experience in regional and international trade-related issues. To Airtel

Africa, he brings skills in building international partnerships and advocacy with

policymakers, foreign dignitaries and business leaders, and provides constructive

challenge and robust scrutiny of matters that come before the Board.

External commitments

•

Board and council member at the Harvard Chan School of Public Health, the Center

for Strategic International Studies (CSIS) and Chatham House (UK)

•

Member of the Council on Foreign Relations (New York) and of the American

Academy of Diplomacy

Previous roles

John was Secretary General of the International Chamber of Commerce (ICC) in

Paris from 2014 to 2018 and CEO of the Millennium Challenge Corporation in

Washington from 2005 to 2009. He has been the US ambassador to Brazil and

to Costa Rica. While on the board of the Panama Canal Commission, he acted as

chairperson of the Commission’s Transition Committee prior to the handover of the

canal by the US to Panama. In his distinguished career, he also played a signiﬁcant

role in the Central American Free Trade Agreement (CAFTA).

Andrew Green CBE

Senior non-executive director

Awuneba Ajumogobia

(née Iketubosin)

Non-executive director

Douglas Baillie

Non-executive director

John Danilovich

Non-executive director

GOVERNANCE REPORT

104

Airtel Africa plc

Annual Report and Accounts 2023

Our Board of directors

continued

Date appointed to Board:

October 2021

Independent:

yes

Age:

Nationality:

Ethiopian

Skills, expertise and contribution

Tsega brings deep ﬁnancial services and commercial experience to the Board

gained from global senior executive and non-executive roles in the ﬁnancial

services, international business, mergers and acquisitions, mobile commerce

and technology sectors.

External commitments

•

Board member of London Stock Exchange Group

•

Founding director at Satya Capital Limited

Previous roles

Tsega formerly served as vice-chair and chair of the Finance Committee of SES SA.

She spent seven years at Celtel International (re-branded Zain Group), a leading

mobile telecommunications provider in the Middle East and North Africa. During her

time at Celtel, Tsega held various senior roles including senior group adviser for Zain

Africa BV, chief strategy and development oﬃcer, chief business development and

mergers & acquisitions oﬃcer, and director of Mobile Commerce and New Product

Development. From 1996 to 2000, Tsega was founding partner at New Africa

Opportunity Fund LLP.

In addition to her senior executive positions, Tsega has served as a non-executive

director of Celtel International BV, Hygeia Nigeria Limited, ISON Group and Sonae SA.

She has also been a trustee of the global charity Save the Children.

Date appointed to Board:

April 2019

Independent:

yes

Age:

Nationality:

British

Skills, expertise and contribution

With experience in diverse industries such as healthcare and consumer brands, as

well as in chairing other audit committees, Ravi brings a wealth of recent ﬁnancial

experience and cultural insight to our Board and Audit and Risk Committee.

External commitments

•

Chairperson of Fortis Healthcare Limited, India

•

Chairperson of SRL Diagnostics, a subsidiary of Fortis Healthcare, India

•

Vice chair, Peabody Housing, UK

•

Trustee of the Science Museum Foundation, UK

Previous roles

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 British

American Tobacco. He has held numerous positions on various joint venture boards

and was a non-executive director of United Spirits, a listed subsidiary of Diageo in

India, as well as a member of Diageo’s India advisory board. More recently, Ravi was

an independent director and chair of the Audit Committee of Vedanta Resources

Limited, UK and chairperson of JM Financial, Singapore Pte Ltd.

Date appointed to Board:

October 2020

Independent:

Age:

Nationality:

Australian

Skills, expertise and contribution

Kelly brings to the Board a unique blend of technology, commercial and management

expertise from a career spanning ﬁnancial services, management consulting, the

Silicon Valley tech sector and telecoms. She also brings valuable acumen in

leadership, banking, risk management, regulated markets and innovation at scale.

Kelly has an impressive track record of delivering results, growing and operating large

global businesses. She is known for her expertise in leveraging technology, data and

analytics to develop leading customer services and experience.

In 2021, Kelly was named one of the top 3 tech CEOs in Australia and top 10 global

5G Leaders. She has also been named one of the Top 25 Women in Asia Paciﬁc

Finance, the Top 10 Businesswomen in Australia, and 50 Most Powerful Women in

Australian Business. Kelly is Singtel’s nominee to our Board.

External commitments

•

CEO at Singtel Optus Pty Limited and member of the Singtel Management

Committee

•

Non-executive director at REA Group Ltd (ASX)

•

Member of Chief Executive Women

•

Elected as a Fellow of the Australian Academy for Technology, Science and

Engineering (ATSE)

Previous experience

Kelly has held a variety of executive roles, including Group Executive, Institutional

Banking and Markets on the executive team of the Commonwealth Bank of Australia.

Her career began in Silicon Valley with both start-ups and established software

companies working in product development, business development, marketing,

M&A and strategy. After a stint as a management consultant with the Boston

Consulting Group, Kelly joined Commonwealth Bank in 2004 and held a variety of

senior roles across the Institutional and Business Banking divisions, before being

appointed to the bank’s executive in 2013.

Kelly has previously been a board member at OpenPay, the Football Federation

of Australia (FFA) and served on the University of New South Wales Engineering

Faculty Advisory Board, the Australian Government’s FinTech Advisory Group and

NSW Government Digital Advisory Panel.

Date appointed to Board:

April 2019

Independent:

yes

Age:

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.

Annika is our Board sustainability champion.

External commitments

•

Industrial advisor to strategic communications ﬁrm Kekst CNC

•

Member of the Swedish Audit Academy

•

Member of the Nasdaq Helsinki Listing Committee

•

Chair of the Carpe Diem Foundation, which runs the top-ranked Swedish elementary

school, Fredrikshovs Slott Skola

•

Board member and chair of audit committee of Truecaller

•

Advisory Board member of Unzer Group GmbH

Previous roles

Annika has been executive chair of the Council for Swedish Financial Reporting

Supervision; a board and audit committee member of listed companies eQ Abp,

Hoist Finance AB, Saferoad AS (delisted in September 2018) and Swedbank AB;

and industry advisor to strategic communications ﬁrm JKL Group. She 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.

Tsega Gebreyes

Non-executive director

Ravi Rajagopal

Non-executive director

Kelly Bayer Rosmarin

Non-executive director

Annika Poutiainen

Non-executive director

105

Airtel Africa plc

Annual Report and Accounts 2023

Key to committees

Audit and Risk Committee

Nominations Committee

Remuneration Committee

Market Disclosure Committee

Sustainability Committee

Committee chair

20–39

40–49

50–59

23%

60–69

53%

70–79

Finnish

Nigerian

16%

American

Australian

Indian

23%

British

30%

Ethiopian

Women

31%

Men

69%

2-3 years

3-4 years

4-5 years

Asian British/

Indian

Black African

White

Male

Female

Date appointed to Board:

October 2018

Independent:

Age:

Nationality:

Indian

Skills, expertise and contribution

Akhil brings vast ﬁnancial, strategic and telecoms expertise to our Board and is

invited to attend our Audit and Risk Committee meetings. 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 chairman of Bharti Enterprises

•

Chairman of Digital Infrastructure Providers Association (DIPA)

•

President of Telecom Sector Skill Council (TSSC)

•

Board member of OneWeb Holdings Limited

Previous roles

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, Indus Towers Ltd – 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.

Date appointed to Board:

October 2018

Independent:

Age:

Nationality:

British

Skills, expertise and contribution

As the entrepreneurial founder of a top-performing global technology investment

ﬁrm, Shravin brings diverse views and expertise in the tech sector to our discussions

and decision-making. He is invited to attend our Remuneration Committee meetings.

External commitments

•

Founder of Unbound, a long-term investment ﬁrm aiming to build and back disruptive

technology companies

•

Managing director of Bharti Global Limited

•

Board member of OneWeb Holdings Limited

•

Board member of technology companies mPharma, Omni:us, Syfe, Paack, Aurora,

VAHA and Forto

Previous roles

Shravin was previously at SoftBank Vision Fund, a $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 on the senior

management team at Airtel Africa, where he spearheaded the post-acquisition

integration of Zain. Before Airtel, he worked with J.P. Morgan investment bank

covering technology, media and telecoms.

Shravin is a nominee of Bharti Airtel.

Akhil Gupta

Non-executive director

Shravin Bharti Mittal

Non-executive director

Board age (years)

Board tenure (years)

Board nationality

Board ethnicity

Board gender ratio

Independent non-executive

directors

GOVERNANCE REPORT

106

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Annual Report and Accounts 2023

Apoorva Mehrotra

Regional director

East Africa

Apoorva is responsible for managing

our ﬁnancial performance and

accelerating proﬁtable growth in East

Africa. He works with the MDs in each

market to develop strategy and

execution plans, helps develop local

leadership teams, and improves the

coordination between Group level and

local operating teams.

Apoorva has over 28 years’ experience

in operations, sales and marketing

across the telecoms, consumer

durables and FMCG sectors. Apoorva

joined Airtel as chief commercial oﬃcer

in Zambia in April 2017 and was

promoted to managing director in

April 2018. Before joining Airtel Africa,

he spent 14 years at Vodafone India,

where his last role was as executive

vice president and business head for

the Delhi NCR Circle.

Michael Foley

Regional director

Francophone Africa

Michael has been an ExCo member

since joining Airtel Africa in 2020. He

is responsible for managing ﬁnancial

performance and accelerating

proﬁtable growth in our Francophone

Africa operations. Michael works with

MDs in each market to develop

strategy and execution plans, helps

develop local leadership teams and

improves the coordination between

Group level and local operating teams.

Over the last 35 years, Michael has led

telecoms, consumer goods, ﬁntech

and gaming businesses in the US,

Asia and Africa, as well as in his native

Canada. His most recent role was

as CEO of Telenor’s operations in

Pakistan, Bulgaria and Bangladesh.

Carl Cruz

Managing director and

CEO Airtel Networks

Limited (Nigeria), with

eﬀect from 5 May 2023

Carl was appointed Regional

Operating Director on 5 May 2023,

joining the Airtel Africa ExCo as well as

the Airtel Networks Limited (Nigeria)

Board. He brings over 30 years of

experience in sales, distribution,

customer and brand development,

and trade and commercial functions

at Unilever. He has held leadership

positions with Unilever around the

world, including in his most recent role

as CEO and Managing Director: West

Africa. His board experience includes

being Executive Director in Unilever

Nigeria Plc, a non-executive Director

on the Unilever Ghana board, and

formerly as chairman and managing

director of Unilever Sri Lanka.

Our Executive Committee

Chief executive

oﬃcer

Chief ﬁnancial

oﬃcer

Segment and/or regional directors

Ian Ferrao

CEO, Airtel Money

Ian was appointed as chief executive

oﬃcer of Airtel Money in 2022.

He leads our Airtel Money business –

managing its ﬁnancial performance,

strategic direction and priorities, brand

strength and growth in customers.

Before this appointment, Ian was

regional director, East Africa.

Ian has spent the last 16 years leading

telecoms organisations 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, Tanzania,

Uganda, Rwanda, Zambia and Malawi.

Before Airtel Africa, Ian was the CEO

for Vodacom Tanzania, where he led

the company’s IPO on to the DSE.

He’s also served as CEO of Vodacom

Lesotho, CCO for Vodacom Business

Africa, and commercial director and

shareholder of AfriConnect Zambia.

Business head

Luc Serviant

Group enterprise director

Luc leads our enterprise business

strategy. This includes helping SMEs,

corporate and government customers

across Africa adopt ﬁxed and mobile

network solutions to accelerate their

growth, digital transformation and

business productivity.

Luc has more than 26 years’

international experience in marketing

and implementing core network and

ICT solutions for the enterprise sector.

He has held various roles at Orange

Business Services – from head of

global services in Switzerland to head

of consulting and solutions integration

APAC in Singapore, and most recently

as vice president Middle East and

Africa, based in Dubai. He has also

held a variety of positions at SITA

(Société Internationale de

Télécommunications Aéronautiques),

Global One Telecommunications and

Alcatel-Lucent.

Luc has been an ExCo member since

joining Airtel Africa in 2019.

Olusegun Ogunsanya

The Executive

Committee has the

experience and

skillset that serve

Airtel Africa well as

we move into the

future and continue

to deliver on our

‘Win with’ strategy.

Olusegun Ogunsanya

Chief executive oﬃcer

Jaideep Paul

Our executive

leadership is working

together to ensure

our business is

ﬁnancially robust

for the long term.

Jaideep Paul

Chief ﬁnancial oﬃcer

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Ramakrishna Lella

Chief supply chain oﬃcer

Rama 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

30 years in the telecoms industry, with

more than half of this time at Airtel.

Before becoming our chief supply chain

oﬃcer in 2016, he led the team setting

up various types of networks (including

mobile, NLD/ILD, Enterprise and DTH)

and was the director of supply chain

management for Airtel Nigeria. He has

also held telecoms roles in research

and development, manufacturing

(Alcatel and Indian telephone

industries) and service providers

(Airtel and Reliance Jio).

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 shape the policy

and regulatory landscape towards best

practice.

Before becoming our chief regulatory

oﬃcer in 2015, Daddy held several legal

and regulatory leadership roles across

Africa. His most recent role was as

executive head of international

regulatory aﬀairs and executive head

of international commercial legal aﬀairs

at Vodacom Group.

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 is responsible for our internal

audit department, which provides

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 26 years’

experience in audit, enterprise risk and

information security management,

having worked for Deutsche Bank AG,

JP Morgan Chase and KPMG in

senior management roles in Australia,

Singapore, London and New York. In

addition to leading regional and global

audit teams, he helped to establish

risk and governance frameworks for

new products and services as well as

regulatory governance frameworks.

He has also led strategic risk mitigation

and transformational programmes.

Stephen is a certiﬁed information

systems auditor.

Stephen has been an ExCo member

since joining Airtel Africa in 2019.

Rogany Ramiah

Chief human resources

oﬃcer

Rogany is responsible for leading and

developing our people strategy to

support our overall strategic direction.

Her main areas of focus are succession

and talent planning, change and

performance management and

enhancing our overall employee

experience. Rogany sits on the

Sustainability Committee.

Rogany has 26 years’ experience in

retail, media and consulting, including

as senior director with Walmart’s

International People Division and as an

executive in Massmart (a division of

Walmart). To her role as CHRO, she

brings global expertise in supporting

businesses on strategy, cultural

transformation, business process

re-engineering and organisational

redesign. She also has experience in

talent acquisition, talent planning,

remuneration strategy, and developing

and leading HR transformations.

Rogany has been an ExCo member

since joining Airtel Africa in 2019.

Anthony Shiner

Chief commercial oﬃcer

Anthony is responsible for formulating

and implementing commercial

strategies across our 14 markets.

He has functional responsibility for

marketing, home broadband, sales

and distribution, brand and advertising,

product and digital (commercial) and

customer experience. Anthony became

an ExCo member when he joined Airtel

Africa in June 2022.

Anthony has over 25 years’

experience in commercial, digital and

transformation in the telecoms industry

across Australia, Singapore and the

Middle East. He joins us from Emirates

Integrated Telecommunications

Company where he held the roles

of chief digital, transformation and

innovation oﬃcer from 2018 to 2020,

and chief customer and channel oﬃcer

from 2020 until leaving in June 2022.

Previously, Anthony was executive

director of Digital for Telstra. He has

also held senior commercial roles with

Singtel and Optus.

Razvan Ungureanu

Chief technology

and information 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, rollout and

the quality of our ongoing technical

operations.

Razvan has 30 years’ experience in

telecoms and has worked in Romania,

Belgium, Luxembourg and the

Dominican Republic. Before joining

Airtel Africa in 2016, he was chief

technology and information oﬃcer

for Digicel, with responsibility for

29 countries in the Caribbean and

Central America.

Functional

chief oﬃcers

GOVERNANCE REPORT

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Chair’s statement

On behalf of the Board, I am pleased to present our Corporate

Governance Statement for the ﬁnancial year 2022/23. As a Board,

we’re committed to applying the highest standards of corporate

governance and transparency, recognising that robust governance

and culture underpin business success. In this statement, we give

our investors and other stakeholders an insight into the governance

activities of our Board and its committees over the year.

By aligning our purpose, values, strategy and culture, we seek to

achieve good governance, regulatory compliance and our ambitious

sustainability strategy as we work across Africa. We do our best to lead

by example and are working both in the boardroom and on the ground

towards our corporate purpose: transforming lives. So we continue to

invest in creating educational opportunities for the communities we

serve, for example with our landmark partnership with UNICEF. I am

proud of our commitment to bring access to quality education to

more than one million children by connecting schools to the internet

and zero-rated educational platforms (free internet access).

Enhancing diversity

While our Board is diverse and inclusivity is one of our core values, we

have to do more to improve diversity and inclusion across all levels of

our organisation.

My Board is committed to supporting programmes and initiatives

across the entire Group that will nurture and mentor key talent.

And we’re continually examining our recruitment processes to

make sure they are perfectly aligned to meet these challenges.

We recognise that we’re not starting from the same place as

businesses in more developed economies. Even though we’re

determined to provide equal opportunities for women, gender parity

in our business is still some way oﬀ. This is despite our best eﬀorts

and signiﬁcant progress in appointing women to senior leadership

positions across our 14 culturally diﬀerent markets.

These appointments, which we hope will attract more women to take

up senior leadership roles in our business, are shaping a deep talent

pool and pipeline from which we hope to make senior executive

appointments. This is critical to the long-term sustainability of Airtel

Africa. So we’ve once again included a gender diversity metric in

our executive directors’ variable pay scorecard – to drive forward

a diverse and inclusive workplace by increasing the proportion of

woman employees.

Remuneration

We’re also starting from a diﬀerent point when it comes to the changes

being recommended to our remuneration policy. Finding, attracting

and retaining highly skilled talent is a challenge for all businesses –

and doing so across all the countries in which we operate adds to the

complexity. While we do all we can to employ good practices and ﬁt

within a UK compliance framework, we have to balance our ambitions

with the realities and demands of doing business in Africa.

To enable us to meet these challenges, we’re submitting a revised

policy for approval at the AGM this year. Last year’s amendments were

prudent measures reﬂecting good housekeeping prompted by the

appointment of a new CEO (including pension arrangements, bonus

deferral and post-employment holdings). The proposed changes this

year to our remuneration policy are intended to help us do business

in Africa more eﬀectively. These are fully explained in our directors’

remuneration report on pages 145-163.

The Board fully supports and endorses the work of the Remuneration

Committee to attract and retain the right talent. We believe that

granting a mix of performance shares with demanding performance

conditions and restricted shares with a ﬁnancial underpin is both

appropriate and critical to delivering our talent agenda.

Our robust governance

mechanism has built resilience

into our business and has

uniquely shaped us to capitalise

on market opportunities.

Sunil Bharti Mittal

Chair

Acting with purpose,

underpinned by

strong governance

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Annual Report and Accounts 2023

The Board also acknowledges the increasing governance expectations

of Remuneration Committees and the value of continuing to build an

understanding of broader remuneration policies and practices beyond

our executive directors and Executive Committee.

Employee development and engagement

During the year, the Board monitored projects to accelerate talent

acquisition and to support and keep our own employees. The Board

also ensured engagement with employees by attending gatherings

such as the quarterly all employee town halls. The questions asked at

these events provided a rich source of feedback for management.

Both the CEO and I are impressed by the quality, range and depth of

the topics discussed in this open forum.

Purpose, values and strategy and

alignment with culture

To meet their 2022/23 objectives of executing our purpose, values

and general strategy and objectives; assessing and monitoring our

culture; and promoting the alignment of culture with purpose, values

and strategy, our Board:

•

Reviewed our strategy for Board and executive-level succession

planning and put into place processes for achieving this. See our

Nominations Committee report on pages 128-133.

•

Monitored progress against our gender diversity targets at the levels

of Executive Committee, country managing director and leadership.

OpCo executive committee female gender representation also

increased from 28% to 29%.

•

Supported our learning and development teams’ capacity-building

eﬀorts across the Group, as well as ongoing initiatives around health,

wellbeing and recognition, such as a Digital Labs programme to

improve physical and mental health.

•

Stayed up to date on projects to attract new employees as well

as to support existing employees, such as the ‘Women in Tech’

programme, Airtel Africa Mobility programme, young technology

leaders 2022 training programme, and the set-up of Nigeria

Digital Labs.

The Board continued to ensure that our resourcing – including

capital, ﬁnance and people – is suﬃcient to achieve our strategy

while continuously improving performance and diversity. This year, we

had to address several critical macroeconomic challenges, including

continuing fuel price increases, inﬂationary pressures coupled with

drought, especially in some East African countries, and continuing FX

shortages in Malawi and Nigeria. See pages 93-95 for more detail on

the mitigating strategies the Board put into place.

An eﬀective and improving Board

Our Board evaluation conﬁrmed that our Board functions 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 individual

contributions, and particularly to the chairs of each committee for

establishing and steering their respective committees during the year.

The Audit and Risk, Remuneration, Nominations and Sustainability

Committee chairs have provided their own reports on their

committees’ activities.

In conclusion

I remain conﬁdent that your Board is working eﬀectively and is geared

to addressing the company’s needs. We have the right balance of

skills, expertise and professionalism to continue to deliver strong

governance, while allowing the CEO and CFO to implement and

deliver our strategy. While I’m pleased with the Board’s activities and

approach, we continually look for ways to learn and to improve our

corporate governance.

I very much look forward to meeting with shareholders at the AGM on

Tuesday 4 July 2023, which will be live streamed from London. Along

with all your directors attending the AGM, I’m available to respond to

your questions, concerns and suggestions at any time.

Sunil Bharti Mittal

Chair

10 May 2023

Governance highlights

for the year ended 31 March 2023

We published our ﬁrst sustainability report in October 2022,

building on the commitments set out in our sustainability strategy

of October 2021.

We conﬁrmed our commitment to achieve zero carbon emissions by

2050. A summary of our progress, including our engagement with

The Carbon Trust, is on page 56.

We published our second TCFD statement in line with LR9.8.6R (8)

requiring companies to share a clear statement of TCFD compliance

and in keeping with our roadmap published last year.

We’ve improved and further applied our business model to deliver our

strategic ambition to transform lives through ﬁnancial inclusion and

empowerment across the African continent by rolling out a reliable

network, providing aﬀordable data and serving our customers – see

page 24 for our business model and see page 26 for our strategy.

We’re delivering on our senior leadership succession plan: we made

the strategic addition of a chief commercial oﬃcer to our ExCo and

have seen several changes to our senior leadership team which will

ensure that we’ll continue to deliver our ‘Win with’ strategy.

We’re addressing the gender balance challenge across our OpCos

by championing initiatives that support diverse talent and thought

as critical enablers of sustainable growth – see page 131 for details.

We’ve nearly completed the separation of Airtel Money – see

page 112 for details.

We established new holding and subsidiary company structures for

our ﬁbre businesses in support of our Win with technology strategy.

We are building a leading, modernised network that can provide

the data capacity to meet rapidly growing demand, and enhanced

connectivity and digitalisation needs of our markets.

We conducted a comprehensive, internally facilitated Board

evaluation – see page 116.

We continued working to fully comply with the requirements of

the UK Corporate Governance Code applying to Airtel Africa for

2022/23. We’re currently compliant barring one provision: 9 (the

independence of the chair).

GOVERNANCE REPORT

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Annual Report and Accounts 2023

Our leadership

Executive Committee (ExCo)

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 day-to-day operational management.

The committee meets fortnightly.

Our Executive Committee 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 functional heads participating

•

The Treasury Committee and Executive Risk Committee

Audit and Risk

Committee

Monitors the integrity of

our ﬁnancial reporting and

helps the Board review

the eﬀectiveness of our

internal controls and risk

management.

Meets at least four times

a year.

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 the Board

chair’s and non-executive

directors’ fees.

Meets at least four times

a year.

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.

Market Disclosure

Committee

Oversees our disclosure

of information to meet

our obligations under the

Market Abuse Regulations

(MAR) by determining

whether information is

insider information, or

when and how it needs

to be 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

and balancing of non-

ﬁnancial targets and our

commitments to delivering

value for shareholders and

other stakeholders.

Also oversees diversity

and inclusion matters and

the work of the Health and

Safety Committee.

Meets each month.

Chair:

Ravi Rajagopal

Members:

Andy Green

Annika Poutiainen

Awuneba Ajumogobia

Akhil Gupta also attends

as an appointed observer

on behalf of Bharti Airtel.

Chair:

Doug Baillie

Members:

Awuneba Ajumogobia

John Danilovich

Tsega Gebreyes

Shravin Bharti Mittal also

attends as an appointed

observer on behalf of

Bharti Airtel.

Chair:

Sunil Bharti Mittal

Members:

Doug Baillie

Andy Green

Ravi Rajagopal

Chair:

Andy Green

Members:

Doug Baillie

Olusegun Ogunsanya –

CEO

Ravi Rajagopal

Chair:

Segun Ogunsanya – CEO

Members:

Annika Poutiainen – Board

sustainability champion

Jaideep Paul – CFO

Other members

(ex oﬃcio):

Rogany Ramiah –

Chief HR oﬃcer

Pier Falcione –

Deputy CFO and head of IR

Peter Odedina –

Chief compliance oﬃcer

Simon O’Hara –

Group company secretary

Vacant –

Head of strategy and

sustainability

Our governance structures

Our Board of directors is the primary decision-making group at Airtel

Africa. Its members guide our operational and ﬁnancial performance,

set our strategy and for make sure we manage risk eﬀectively.

See pages 102-105 for details of our Board members.

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 on our website at www.airtel.africa.

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.

See the sustainability

section of the strategic

report on page 38

See Audit and Risk

Committee report

on page 117

More details on our ExCo can be found on

page 106

See Remuneration

Committee report

on page 145

See Nominations

Committee report

on page 128

Governance committees

Board

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Annual Report and Accounts 2023

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 treasury

and direct taxes.

Chair:

Jaideep Paul –

CFO

Members:

Ravi Rajagopal –

independent NED

Annika Poutiainen –

independent NED

Segun Ogunsanya –

CEO

Pier Falcione –

deputy CFO and head of IR

Attendee:

Akhil Gupta represents the

interests of Bharti Airtel in

proposed treasury transactions

(such as bond reﬁnancing)

aﬀecting our parent group and

to convey actions of Bharti Airtel

which may aﬀect Airtel Africa.

Our sustainability governance

Our sustainability strategy lies at the heart of our business, informing

and inﬂuencing our corporate strategy at every stage. We have

established and enhanced our governance structure to ensure that

sustainability is a key responsibility of our Board of directors, and that

the delivery of the strategy and its goals is supported by dedicated

workstreams led by sustainability goal-holders (ExCo members).

Other committees

The Board also delegates certain responsibilities to our

Finance Committee.

Other committees

Airtel Africa plc – Board of directors

Sustainability Committee

Executive Committee

(ExCo)

Health and Safety

Committee

Chief executive oﬃcer

Segun Ogunsanya

Sustainability

champion

Annika Poutiainen

Board director, sustainability

champion, member of the

Sustainability Committee

CEO, Board director, Chair of the

Sustainability Committee

Head of strategy

and sustainability

Sustainability governance

Our sustainability strategy

Nine dedicated workstreams

Data security

Commitment to our people

Access to education

Service quality

Digital inclusion

Reduction of GHG emissions

Supply chain

Financial inclusion

Environmental stewardship

Pillar 1 –

Our

business

Pillar 2 –

Our

people

Pillar 3 –

Our

community

Pillar 4 –

Our

environment

GOVERNANCE REPORT

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Our leadership

continued

Compliance with the UK Corporate Governance Code

See pages 134-138 for how we comply with the UK Corporate Governance Code (the Code). Here we explain the provision not yet met.

Code provision

Explanation

Provision 9: the chair

should be independent

on appointment when

assessed against the

circumstances set out

in Provision 10

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’ve looked

at the checks and balances in place to mitigate the risk of having a non-independent chair, including the impact on

board eﬀectiveness and Board dynamics. They’ve concluded that these checks and balances are strong and

eﬀective. Airtel Africa has a strong culture, which has beneﬁted from stable and consistent leadership of the

business. The seven independent non-executive directors on the Board provide a fresh perspective and challenge, a

range of corporate experience, and eﬀective challenge to the chair and other executive directors. This was endorsed

by the three consecutive external evaluation exercises undertaken since listing. The separate committees for audit,

nominations and remuneration are each chaired by an independent non-executive director.

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, which he also chairs.

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.

During this ﬁnancial year, we became compliant with Provision 41 of the Code.

For more information on how we became compliant, see page 137

The Board’s focus in 2022/23

As well as our six scheduled meetings and the AGM, during the

2022/23 reporting period the Board met an additional two times to

consider our full year ﬁnancial statements and annual report approvals

process and to approve our ﬁrst sustainability report. As well as extra

Board meetings when necessary, we have processes in place for

approving one-oﬀ transactions and other matters arising between

meetings – this occurred four times during the year.

Strategy and execution

•

Reviewed our strategic plan and worked to make sure our strategy

stays robust in the light of forecast market and economic changes

•

Considered the articulation of our corporate purpose – building on

our strong vision and values as stated in our business model

•

Progressed the separation of Airtel Money

–

Began the operational separation of Airtel Money from the GSM

business in preparation for its IPO

–

Reviewed appropriate and optimal operating and ownership

structures for the Airtel Money entities, including local ownership

requirements

–

Took steps to empower and add to the management team to

prepare for the separation

–

Discussed the risk and control framework. Concluded that we

wanted to see a management system in place appropriate for a

ﬁnancial services company – with a chief risk and compliance

oﬃcer and a culture of compliance and accountability

•

Culture

–

Discussed how to deﬁne a culture that promotes a positive feeling

of ownership around strong controls and compliance – and how

the Board sets the tone for this

–

Discussed how the internal audit, risk and governance functions

can promote culture during a recent training session, and how the

Audit and Risk Committee should be assessing and monitoring

culture on an ongoing basis

•

Deep dives

Undertook deep dives into:

–

Our digital strategy

–

Our SmartCash PSB business

–

Our data centre plan

–

Our ﬁbre business plan

–

Each segment: Nigeria, East Africa, Francophone Africa and Airtel

Money, which included discussion on the success of the execution

of the respective business plans and performance reviews

–

Our organisational structure, including a restructuring of the ExCo

to align with the strategic ambition and planned separation of

Airtel Money

–

Our regulatory function

113

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Strategy

–

Continued to look at strategic opportunities to create value and

expand our Airtel Money business by securing payment service

bank licences and a super-agent licence in Nigeria – this allows us

to create an agency network through our SmartCash Payment

Bank subsidiary that can service the customers of licensed

Nigerian banks, payment service banks and licensed mobile

money operators in Nigeria

–

This aligned with the Board’s strategy to revolutionise the ﬁnancial

services landscape in Africa, particularly Nigeria. This will further

digitise the economy, and most importantly help bank the

unbanked by reaching the millions of Nigerians without access to

ﬁnancial services by delivering current and savings accounts,

payment and remittance services, debit and prepayment cards

–

Spent considerable time discussing the need for a more

entrepreneurial culture, not just at management level but also

within the Board. While keeping the highest levels of governance

and complying with all regulations, there’s scope to be more

entrepreneurial and to make faster decisions and approvals for

the businesses

–

Reviewed the move of the administrative oﬃce from Kenya to

Dubai for our ExCo, and judged it to be a success with signiﬁcantly

improved connectivity and enhanced cooperation across our

14 operating markets in Africa

–

Reviewed and revised our investment strategy for buying

spectrum to support our 4G network capacity expansion across

our markets for both mobile data and ﬁxed wireless home

broadband capability, and for future 5G rollout. This provides

signiﬁcant capacity for continued strong data growth and reﬂects

our continued conﬁdence in the opportunities in our markets

to support local communities and economies through digital

inclusion and connectivity

–

Established a working group of the Board to work with the CEO

on spectrum auction matters, recognising the need to act quickly

in any auction within agreed parameters

–

Reviewed and approved our ﬁrst sustainability report showing the

Board’s commitment to developing infrastructure and services to

drive both digital and ﬁnancial inclusion for people across Africa

–

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

–

Beneﬁted from a presentation on geopolitical trends,

opportunities for Airtel Africa in 2023 and opportunities to

maximise inﬂuence – given by Paul Arkwright, special adviser

to the chair and Board on political and security developments

in our Op-Cos

–

Reviewed the Board, committee and senior management

succession plans as presented by the Group chair on behalf

of the Nominations Committee

Financial

•

Approved the full year results and ﬁnancial statements, as well as

the Annual Report and ﬁnancial statements and accompanying

RNS announcements for the 2022 ﬁnancial year

•

Approved the half year results statement and quarterly statements

for the 2023 ﬁnancial year and accompanying RNS announcements

•

Approved the payment of the interim dividend for the ﬁnancial

half-year 2023 and recommended a ﬁnal dividend for the ﬁnancial

year 2022

•

Continued to focus on strengthening our balance sheet

•

Approved the Group’s tax strategy (see www.airtel.africa)

•

Approved the annual operating plan for the year ending

31 March 2023

•

Regularly reviewed our ﬁnancial performance and forecasts

•

Agreed to the early redemption of the Guaranteed Senior Notes

due in 2024 for $450m. This early redemption is from Group cash

reserves and is in line with our strategy of reducing external foreign

currency debt at Group level

•

Determined a conservative leverage proﬁle with a net debt to

underlying EBITDA ratio of 1.4x as of March 2023 in line with our

continued focus on a strong balance sheet

•

Made signiﬁcant progress in reducing holding company debt which

was $550m in March 2023 versus $1,000m in March 2022

•

Agreed to commit to:

–

A $125m revolving credit facility that provides potential interest

rate savings in exchange for achieving social impact milestones

linked to digital inclusion and gender diversity with a focus on rural

areas and women – also aligns with our sustainability strategy

–

A $194m facility with International Finance Corporation (IFC),

a sister organisation of the World Bank and a member of the

World Bank Group – we’re committed to complying with the

IFC’s Performance Standards on social and environmental

sustainability and have put in place an environmental and social

action plan

•

This is in line with our strategy to raise local currency and US dollar

debt in our local operating companies. These facilities underpin our

commitment to transforming lives across the communities where

we operate, including addressing inequality and supporting

economic growth

•

Reviewed the legal, regulatory and commercial aspects of potential

structures for FX sourcing and repatriation of funds

•

Discussed proposing an alternative Naira investment strategy in

light of the economic environment in Nigeria and the diﬃculty of

repatriating dollars – work still to be concluded

•

Deloitte presented the audit plan and we considered whether this

would drive further improvement in audit quality

•

Agreed that all future intermediary and consultancy fees above

$200,000 must be approved by the chair of the Audit and Risk

Committee and presented to that committee every six months

GOVERNANCE REPORT

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Our leadership

continued

Leadership and employees

•

Discussed how to support the new CEO as he transitioned and

progressed into his new role, made changes to his top team and

provided guidance and focus on operational issues

•

Our CEO regularly updated the Board on employee engagement

and talent pipeline initiatives, including the encouraging results of

the recent people engagement survey and the Women in Tech

one-year mentoring programme

•

Approved the submission of a revised remuneration policy to

shareholders at our 2023 AGM

•

Worked to make 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

•

Endorsed the chief executive’s appointment of:

–

Ian Ferrao as CEO, Airtel Money

–

Anthony Shiner as chief commercial oﬃcer

–

Apoorva Mehrotra as regional director, East Africa

–

Yashnath Issur as CEO, Data centres

•

Agreed that the chief HR oﬃcer should be invited to attend Board

meetings twice a year to give updates on people, culture and

diversity – and that relevant papers should be circulated to the

other two meetings as part of the sustainability focus

•

Reviewed our people agenda and the robustness of our

succession plans for improving diversity, talent management

and bench strength

Internal control and risk management

•

Considered and agreed the Group’s risk appetite and principal and

emerging risks

•

Agreed the viability statement disclosed in the 2022 Annual Report

•

Approved the adoption of going concern basis of accounting in

preparing the half and full year results

•

Agreed the modern slavery act statement (available at

www.airtel.africa)

Governance and stakeholders

•

Held two additional single topic Board meetings to deep dive

and review:

–

1. Our Annual Report to ensure it was fair, balanced and

understandable before formal approval at the May Board

–

2. Our Sustainability Report to ensure it was aligned with our

10-year business plan before publication

•

Our corporate legal advisers, Herbert Smith Freehills LLP, provided

training on the political environment, governance reform, liability to

investors and the focus on directors’ duties. The subsequent Board

discussion focused on audit, diversity, market abuse and section 172

compliance

•

Pathway to net zero and reduction of GHG emissions:

–

Delivered our ﬁrst report – timescales to publication reﬂect the

complexity of modelling and implementing scope 1 and 2

initiatives/interventions and modelling for scope 3

–

Our strategy has been costed and is being rolled out to

the business

•

Considered the output and recommendations from the Board and

committees’ eﬀectiveness review and how to implement these

•

Reviewed and approved the directors’ register of interests

•

Reviewed our compliance with the UK Corporate Governance Code

and wider statutory and regulatory requirements

•

Reviewed our Task Force on Climate-related Financial Disclosures

and identiﬁed climate-related risks and opportunities – and more

widely, continued to oversee and support the implementation of our

sustainability strategy

•

Monitored and reviewed the eﬀectiveness of the information sharing

and separation protocols between Airtel Africa and Bharti Airtel

and received updated training on applying these protocols from

our corporate legal advisers and company secretary

•

Monitored and considered stakeholder feedback and continued to

actively promote wider engagement

•

Reviewed the 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

•

Received a joint presentation and had a discussion with our

corporate brokers on our share price performance since IPO,

investor proﬁle, ESG proﬁle and dividend yield

•

Supported our Nigeria management team in identifying ways to

ensure all subscribers provide their valid National Identiﬁcation

Numbers (NINs) and update their SIM registration records – this

followed a Nigerian Communications Commission (NCC) directive

to all Nigerian telecom operators

•

Supported working closely with the regulator to minimise disruption

and make sure aﬀected customers continued to beneﬁt from full

connectivity in line with our aim to drive increased connectivity and

digital inclusion

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Board attendance

Directors make every eﬀort to attend all Board and committee meetings. All Board and committee meetings had full attendance 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 the process of 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.

Board and Committee meeting attendance

Board members during 2022/23

Scheduled

Board

meetings

Number of

additional

Board

meetings

attended

Audit and Risk

Committee

Remuneration

Committee

Nominations

Committee

Market

Disclosure

Committee

Sunil Bharti Mittal

(chair)

6 (6)

2 (2)

3 (3)

Segun Ogunsanya

(CEO)

6 (6)

2 (2)

Jaideep Paul

(CFO)

6 (6)

2 (2)

Andrew Green

(independent non-executive director)

6 (6)

2 (2)

9 (9)

3 (3)

2 (2)

Awuneba Ajumogobia

(independent non-executive director)

6 (6)

9 (9)

5 (5)

Doug Baillie

(independent non-executive director)

6 (6)

2 (2)

5 (5)

3 (3)

2 (2)

John Danilovich

(independent non-executive director)

6 (6)

2 (2)

5 (5)

Tsega Gebreyes

(Independent non-executive director)

6 (6)

2 (2)

5 (5)

Annika Poutiainen

(independent non-executive director)

6 (6)

2 (2)

9 (9)

Ravi Rajagopal

(independent non-executive director)

6 (6)

2 (2)

9 (9)

3 (3)

2 (2)

Akhil Gupta

(non-executive director)

6 (6)

2 (2)

Kelly Bayer Rosmarin

(non-executive director)

6 (6)

2 (2)

Shravin Bharti Mittal

(non-executive director)

6 (6)

2 (2)

1 Additional unscheduled Board meetings took place in connection with the approval of the Annual Report and related matters and approval of our sustainability strategy.

2 Appointed in line with the relationship agreement.

3 Communicates monthly in writing before releasing information in line with the information protocols and service agreement with Bharti Airtel.

GOVERNANCE REPORT

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Board evaluation

Board performance

During the year the Board undertook an internal evaluation (the

previous three annual exercises have been externally facilitated).

This was conducted by the Group company secretary circulating

questionnaires for feedback on a range of areas to the Board, the

directors, and each committee. The questionnaire sought input

on Board composition, stakeholder oversight, Board dynamics,

management and focus of meetings, Board support, Board

Committees and progress against the previous year’s actions.

The evaluation also probed the Board’s oversight of wider strategy,

risk management and internal controls, succession planning, and

people oversight and priorities for change.

A report was prepared on the completed questionnaires. The

Secretary then reported on this feedback to the chair and senior

independent director The results were discussed in detail by the Board

and each committee The chair had follow up discussions with directors

on the ﬁndings of the evaluation. Separately, the senior independent

director held a meeting of the non-executive directors without the

chair to consider his performance and the running of the Board. This

evaluation conﬁrmed that the Board, its committees and individual

members all continue to operate eﬀectively and that each performed

strongly during the year.

From the anonymised survey responses and interview feedback

we identiﬁed focus areas and recommendations for the Board and

its committees.

2022/23 evaluation results

The chair and company secretary presented the reports to the Board in May 2023 for discussion and review.

Recognising its strengths and areas to develop, the Board and its principal committees agreed actions for the coming year.

2022/23

evaluation

Outcome

Key themes and areas

for focus

Action

Board

Strategic

oversight

KPIs

To include a dashboard of key ﬁnancial metrics in Board papers for each meeting –

also covering markets in which we operate.

Digital and data

developments

The Board will strengthen the IT function, cybersecurity and disaster recovery plans.

Risk

Strengthening of ﬁnancial internal controls.

Stakeholder

oversight

Partners, customers

and suppliers

Our directors will engage with stakeholders in more ways during the year. Our Board

seeks more direct engagement with our key partners, customers and suppliers.

The management team and company secretary have been tasked with identifying

meaningful opportunities to engage and manage relationships with our suppliers.

Workforce

engagement

The Board will identify and create more opportunities to engage directly with our

wider workforce across geographies and for monitoring employee sentiment

and culture.

Governance

and

compliance

Board composition

We’ll review the size and composition of the Board, with a view to including more

telecom/ﬁntech experience and African resident members with speciﬁc ﬁnance skills.

Board agenda

The evaluation identiﬁed topics to be added to the rolling forward agenda, the need

for sharper focus on areas where management require Board input and suggestions

for various improvements to the content and presentation of papers.

More focus on talent, succession and career planning.

Sustainability

strategy

Ensuring that our

sustainability

agenda is central

to the Board’s

discussions and

decisions, and the

company’s business

practices and

processes

The Board has requested one meeting a year be allotted speciﬁcally to discussion

of the sustainability strategy – which will be followed up with regular updates at

each meeting.

Conclusions

The 2022/23 evaluation has shown that the Board has the appropriate

balance of skills, experience, independence and knowledge to perform

Board and committee responsibilities eﬀectively. 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 give suﬃcient time to their Board duties

and are making valuable contributions. In light of this, the Board proposed

the re-elections set out in the 2023 Notice of Annual General Meeting.

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 4 July 2023. Following the formal

performance evaluation described here and taking into account

each director’s skills and experience (set out on page 116), the Board

believes that the re-election of all directors is in the best interests of

Airtel Africa.

117

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Annual Report and Accounts 2023

Audit and Risk Committee report

We examined in detail the interplay between the mandatory Task

Force on Climate-related Financial Disclosures (TCFD) and our

sustainability reporting. Our committee is comfortable with the

approach adopted. For our TCFD disclosures, see page 56 of the

strategic report.

As well as our usual review of accounting judgements and disclosures

on key accounting matters, we reviewed the treatment of signiﬁcant

transactions during the year. These included the accounting treatment

for the transfer of minority shareholders’ interests in Nigeria

SmartCash to Airtel Networks Limited (our Nigerian subsidiary)

and, therefore, outside of Airtel Mobile Commerce BV (AMC BV)

and the introduction of mobile money as a new operating segment.

We continued to monitor the integrity of our ﬁnancial statements

and the eﬀectiveness of the internal and external audit processes.

In addition to scheduled committee meetings, we meet 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. And I regularly engage with key

stakeholders, including Group internal assurance, senior management

and our external auditor on committee work.

Our committee report is structured into ﬁve parts:

Part 1 – Our work during the year

Part 2 – Key transactions, judgements and estimates and our response

Part 3 – Risk management and internal controls

Part 4 – External auditors

Part 5 – Finance Committee

We continue to operate with openness and transparency, and a spirit

of robust challenge when necessary, to make sure our shareholders

and other stakeholders are protected.

In the coming year, our committee will focus on the control and

compliance environment for the Airtel Money business as it completes

its separation from the GSM business. We’ll continue to look at and

strengthen the focus on compliance across all levels and functions in

the organisation using various measures, including training, process

improvements, automation and robust consequence management

policies to hold people accountable for their actions. The committee

will also focus on actions to further mitigate risks of fraud, especially

relating to the mobile money business.

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 welcome questions from shareholders on this committee’s activities.

To discuss any aspect of this report, please contact me through

our company secretary, Simon O’Hara (see page 251 for contact

details). Also, I’ll be attending the 2023 AGM and look forward to the

opportunity to meet and speak to you there.

Ravi Rajagopal

Chair, Audit and Risk Committee

10 May 2023

Chair’s statement

I’m pleased to present the work of our Audit and Risk Committee for

the year ended 31 March 2023. My report sets out an overview of

how this committee discharged its duties in compliance with the

UK Corporate Governance Code and provides an insight into the

key matters and ﬁndings considered during the year.

Our members are unchanged. We remain a team of independent

non-executive directors with the ﬁnancial experience, commercial

acumen and industry knowledge to fulﬁl our responsibilities.

In these challenging macroeconomic times, we continue to focus on

ensuring the integrity of the Group’s published ﬁnancial information

and the eﬀectiveness of its risk management, controls and related

processes.

As part of my commitment to connect with my management

colleagues in person, during the year l visited our operating entities

in Zambia and Nigeria. On these visits I met and spoke with local

management who gave me valuable insights into their operations.

Key areas of focus

We continued this year to look in depth at certain aspects of the

control environment, particularly the presumed risk of management

override of controls, including fraud, IT security and cyber risk.

The ﬁndings of internal audit reviews during the year in each of

these areas were shared with our committee.

There is one change and two modiﬁcations to our principal risks

for the year ended 31 March 2023: Covid-19 was dropped as a

principal risk for the Group, the risk on ‘Exchange rate ﬂuctuations

and availability of foreign currency for repatriation’ was modiﬁed to

‘Exchange rate ﬂuctuations and shortage of foreign currency’ and

the risk on ‘Non-compliance to legal and regulatory requirements’

was modiﬁed to ‘Uncertain and constantly evolving legal and

regulatory requirements and environment’. The principal and

emerging risks and signiﬁcant judgements made in connection

with these risks are set out on page 93.

Attendance

Meetings

attended (held)

Ravi Rajagopal

Chair

9 (9)

Andy Green

9 (9)

Annika Poutiainen

9 (9)

Awuneba Ajumogobia

9 (9)

Ravi Rajagopal

Chair

GOVERNANCE REPORT

118

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Annual Report and Accounts 2023

Audit and Risk Committee report

continued

Part 1

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.

Provision 24 of the Code states:

At least one committee member should have recent and

relevant ﬁnancial experience

. The Board is satisﬁed that Ravi

Rajagopal meets this requirement. Ravi held ﬁnancial leadership

roles at Diageo until retiring in 2015, including Group controller in

the UK and global head of mergers and acquisitions. His skills in

ﬁnance, and control and risk, have been developed over a career

working in senior strategy and management roles. As a qualiﬁed

chartered accountant, Ravi has lectured at Oxford University and

Imperial College.

ii.

The committee, as a whole, shall have competence relevant to

the sector in which the company operates

. As a collective, we

have a thorough understanding of the telecoms and mobile money

services sector and emerging markets in Africa, including recent

and relevant ﬁnancial experience and expertise gained through

various corporate and professional appointments over the years.

Detailed biographies of our committee members are on pages

102-105 of this Annual Report. Our company secretary is 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 four combined internal assurance and

pre-meetings during the year. Attendance during the year is set out

on page 115.

We also met three times between the end of the ﬁnancial year and the

signing of this Annual Report.

Our meetings are also attended by the CEO, CFO, deputy CFO, head of

internal audit 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 Executive Committee 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 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

being present.

Eﬀectiveness

The Board evaluation reviewed the committee’s eﬀectiveness and

sought feedback from its members. We discussed the output, which

concluded that we had operated eﬀectively throughout the year. Areas

of challenge are identiﬁed throughout this report. We also conﬁrmed

our areas of focus for the year ahead.

2022/23

evaluation

Outcome

Key themes

and areas for

focus

Action

Audit and

Risk

Committee

Areas of

focus

Risk

We will review the meeting

agenda to spend more

time reviewing risk.

Compliance

and controls

developments

We will focus more on

embedding a culture of

compliance and ensuring

accountability for controls.

We review our terms of reference yearly to ensure clearer alignment

with Code provisions and updated FRC guidance. There were no

changes this year.

These terms of reference are available on our website at

www.airtel.africa.

For details of the Board evaluation, see page 116.

119

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Annual Report and Accounts 2023

Our work during the year

At each quarterly meeting, we review summary reports from internal assurance, 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.

The committee’s focus in 2022/23

Strategic focus for risk management and internal control

2022/23 committee objectives

Actions taken

Cross-reference

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

We’ve increased our focus by spending more time in meetings on the subject. We completed

deep dives on areas of risk, including network technology, IT systems, cybersecurity, revenue

assurance and fraud controls.

As part of the quarterly key control status update, we received descriptions of the key controls

monitoring and reporting cycle for both ICOFR key controls and non-ICOFR key controls. Our

discussions led to improved controls training and a more consistent approach (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).

As part of our key issues report, we conducted design and compliance reviews, assessed the

quality of quantitative data and qualitative assessment and ensured that learnings were applied

across the business.

See pages

90-92

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

We continued to make progress in embedding the Risk Appetite Statement (RAS) framework

and an exception-based risk reporting approach. We conducted an annual review of the key risk

indicators and tolerance limits.

We also made several improvements to the framework and plan, and conducted the following

thematic reviews:

Enterprise risk management review:

we reviewed the Group compliance strategy and its

mission ‘to establish and maintain adequate procedures, systems and controls to enable Airtel

Africa to comply with its obligations’. The strategic goals are to:

•

Improve the maturity of risk management practices

•

Enhance the whistleblowing programme

•

Focus on high-risk areas

Data privacy:

we reviewed the evolving risk landscape, including the changing legal framework

for data privacy risk across the Group’s operating footprint. We adopted a Group-wide compliance

strategy for data privacy risk. We subsequently received updates on progress and risk mitigation

actions, and were assured by the Group’s response to these changes.

Fraud risk assessment update:

after implementing the fraud risk assessment policy the

previous year, we ensured that all risks identiﬁed and entered on the risk register were

accompanied by a risk mitigation plan and mapped to the audit plan. We welcomed the

approach outlined and framework and methodology being adopted.

Financing and foreign currency risk:

we discussed:

•

Exchange rate volatility and devaluation risk

•

Liquidity and reﬁnancing risk

•

Depth of market/new products and banking landscape and treasury governance

•

Related internal controls and compliance

As most of Airtel Africa’s operations are in currencies which have and are expected to devalue

against the USD in the medium/long term, we discussed mitigation strategies. We continue to

oversee the rebalancing of debt from Group level to OpCo level.

See page 61

Part 1

GOVERNANCE REPORT

120

Airtel Africa plc

Annual Report and Accounts 2023

Audit and Risk Committee report

continued

2022/23 committee objectives

Actions taken

Cross-reference

Airtel Money Commerce B.V. (AMC BV):

our committee discussed in detail the business

process risk audit for the Airtel Money business. We agreed that the Nigeria Airtel Money rollout

should be a separate item given the size and value of the risk. We sought to understand how

the AMC BV Board was reviewing the issues identiﬁed by the Group internal assurance Airtel

Money audits.

Before the launch of the Airtel Money service in Nigeria, we conducted risk reviews to ensure the

adequacy of the controls and systems and to ensure they were in line with our service objectives.

We kept abreast of all actions arising from these reviews.

We discussed in detail our responsibilities for overseeing the AMC BV business, particularly given

the increasing pace of separation activities and the desire to avoid any unnecessary duplication

of eﬀort with the AMC BV Board. We analysed the current Airtel Money risk and compliance

structure and systems to assess their ﬁtness for purpose. We reviewed the plan reaching

appropriate ﬁnancial services regulatory supervisory standards, as well as the risk and

compliance scope for the Airtel Money business.

We reviewed the register of signiﬁcant risks and assessed regulatory-related implications of a

breach. And we reviewed back-end controls and supported actions to strengthen Know Your

Customer and minimise commission arbitrage.

Cybersecurity:

we conducted a review of known incidents, commissioned several internal audit

reviews and made an assessment of related risk on the business following which we adopted

remediation plans. As a result, we reviewed the Group’s cybersecurity strategy and appointed a

Group chief information security oﬃcer with responsibility for deﬁning and securing the Group’s

information security systems and processes, and for ensuring a robust information security

control environment within our operations. We performed a cyber threat intelligence action to

discover the risk of exposure of conﬁdential data related to Airtel Africa from social media, dark

web and other breached databases, and reviewed physical back up strategy and arrangements.

We recognised that Airtel Africa’s pre-paid model mitigates against any direct risk to customers,

given that customers’ personal bank details are not held.

Having reviewed cybersecurity risk, our committee adopted the Group’s ransomware policy,

cyber insurance policy, information security policy, data protection and privacy policy, and the

virtual desktop infrastructure (VDI) implementation. We reviewed the cybersecurity policy to

ensure appropriate legal and technical advice was obtained and breach notiﬁcation obligations

understood. We also reviewed the strategic communications strategy.

Key risks and remediation actions for 2022/23 were identiﬁed. The ISO 2700 standard had been

achieved and ISO 22301 certiﬁcation status is being pursued.

We reviewed the risk of technology obsolescence and examined our network resilience and

business continuity plans.

Culture:

we reviewed the culture of compliance and arranged a training session. As a result

of this, our chief internal auditor was instructed to establish a robust reporting framework for

assessing and monitoring culture on an ongoing basis and to include these ﬁndings in the

quarterly internal audit report to the Audit and Risk Committee, for subsequent sharing with

the Board. The Remuneration Committee was also asked to review our incentivisation schemes

to ensure the business is driving behaviours consistent with our purpose, values, strategy and

culture. This work is ongoing.

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.

Clarifying processes and controls

to help people identify, monitor

and mitigate risk earlier and

more eﬀectively

We started the process of self-certiﬁcation by business units as a further check on the rigour of

the internal audit and external audit assurance process. This places accountability for assurance

on operational staﬀ.

Following a deep dive of fraud perpetrated in one OpCo, processes to improve revenue assurance

and fraud prevention and detection were strengthened and rolled out across the whole business.

We started 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 (CCM)

We reviewed and endorsed a data-led approach to continuous monitoring. We adopted an

analytics platform which runs algorithms and checks on a large volume of transactions to identify

potential red ﬂags or outliers. Over time, we can assess baseline controls using this platform.

See page 56

for our climate

change risk

disclosures

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2022/23 committee objectives

Actions taken

Cross-reference

Reviewing the assurance

processes supporting certain

aspects of the TCFD and

sustainability sections in the

2022/23 annual report

The Group has identiﬁed its climate risks and opportunities after an assessment of the possible

impact of climate change across its business and geographies. The Group has also put in place

mitigation actions to address these risks as can be seen from the Group sustainability strategy

and report. This important piece of work has governing oversight not only from the Audit and

Risk Committee but also the Board Sustainability Committee which meets monthly to review

the various mitigation actions in line with the Group’s strategy. Additionally, we have taken steps

to develop the technical capability of our teams in identifying, assessing, modelling and creating

viable plans to address these long-term climate risks. This is underpinned by our engagement

with The Carbon Trust who have been instrumental in helping us along this journey and building

the internal capacity within our teams.

We, therefore, have concluded that the assurance processes supporting the narrative reporting

in the Annual Report are satisfactory.

Supporting the Group’s

sustainability strategy

Airtel Africa oﬃcially joined the Joint Audit Cooperation (JAC), an association of telecoms

operators aiming to verify, assess and develop corporate social responsibility implementation

across the manufacturing centres of suppliers. This action addresses third-party risks from an

ESG perspective and whether third parties are complying with standards of compliance required

from an ESG perspective with respect to labour laws, health and safety and other practices.

Membership of the JAC allows us to conduct these ESG audits in a cost-eﬀective manner through

cost sharing with other global telcos.

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 on page 123. We also reviewed existing and emerging litigation

and regulatory risks.

2022/23 committee objectives

Actions taken

Cross-reference

Reviewing ﬁnancial reporting

controls and considering issues

and ﬁndings raised by the Internal

Audit team

Our committee was satisﬁed that management had resolved, mitigated or set out action plans

for all issues or concerns identiﬁed by Internal Audit teams.

See page 125

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

We assessed:

1. The quality, appropriateness and completeness of the signiﬁcant accounting policies and

practices and any changes to these

2. The reliability and integrity of our ﬁnancial reporting, including key judgements and whether

to support or challenge management’s judgements

3. The external audit ﬁndings, including their review of key judgements and the level of

misstatements

4. The rationale for the accounting treatment and disclosures around judgements and estimates,

as reported by the CFO

5. The overall level of reasonableness applied by management in their judgements and estimates

around signiﬁcant half year and full year matters, considering also the views of Deloitte UK and

evidence of bias

We challenged management on some judgements and sought explanations of the interpretation,

making recommendations to the Board for the approval of half and full year accounts and

ﬁnancial statements.

See page 178

Reviewing the proposed audit

strategy for the year’s external

audit, including the level of

materiality applied

We assessed the detailed audit scope and strategy for the year, including the application of Group

and component materiality. Furthermore, we monitored the external auditor’s progress against

the agreed plan and considered issues as they arose.

See page 125

Reviewing the basis of preparation

of ﬁnancial statements as a

going concern as set out in our

accounting policies

We made recommendations to the Board to support the going concern statement which was

prepared on an appropriate basis.

See pages 123

and 178 for the

statement

Assessing the eﬀectiveness of the

2022/23 audit

We concluded that the audit was eﬀective. The Board will recommend the reappointment of

Deloitte as external auditor for the year ending 31 March 2024 at the AGM.

See page 126

Reviewing related party

transactions and disclosures

We reviewed related party transactions entered by the Group during the year and determined

that these were at arm’s length. The committee sees the related party disclosures in our ﬁnancial

statements as appropriate.

See page 220

Part 1

GOVERNANCE REPORT

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Audit and Risk Committee report

continued

2022/23 committee objectives

Actions taken

Cross-reference

Reviewing updates from regulators

on corporate reporting

We 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 2023 Annual

Report has been updated to adopt best practice as appropriate.

Reviewing whether the company’s

position and prospects as

presented in the 31 March 2023

Annual Report and ﬁnancial

statements were fair, balanced

and understandable

We assessed:

1. The completeness and consistency of disclosures in the Annual Report, interim reports, our

business model and strategy

2. The internal veriﬁcation of the non-ﬁnancial factual statements, key performance indicators

and descriptions within the narrative

3. The use of APMs

4. The treatment of items as exceptional

5. Feedback from external parties (corporate reporting specialists, remuneration advisers,

external auditors) to enhance the quality of our reporting

6. The FRC’s guidance on clear and concise reporting, as well as compliance with ﬁnancial

reporting standards and other reporting requirements

7. The FRC’s guidance on what makes a good annual report to ensure our Annual Report is

prepared in line with clear corporate reporting principles and eﬀective communication

techniques as outlined by the FRC

We recommended to the Board that the 31 March 2023 Annual Report and ﬁnancial statements

presented a fair, balanced and understandable assessment of Airtel Africa’s position and

prospects.

See page 122

Reviewing the services, fees and

policy for non-audit services

provided by the auditor for the year

We approved the non-audit services and related fees provided by Deloitte for 2022/23 and

concluded that no changes were required to the policy for non-audit fees provided by the auditor.

See page 127

Approving the statutory audit fee

for the year

The 2021/22 statutory audit fee was paid, and the committee approved the fees for the

2022/23 audit.

See page 197,

Note 8.1

Reviewing the 2023 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 alternative performance measures (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 Annual Report 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. Following our formal review in

meetings on 28 April, 4 May and 9 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 28 March, 9 May and 10 May 2023.

Part 1

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Accounting and ﬁnancial reporting issues and our response

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 have found the response to each appropriate and

acceptable.

Issue

How this was addressed by our committee

Going concern

and long-term

viability

statement

As we advise the Board on the form and basis of conclusion underlying the long-term viability statement and going

concern assessment, we reviewed these in depth and also considered the Group’s strategy and business model.

Our review covered:

•

The Group’s prospects

•

The period under consideration

•

Principal risks (refer to pages 90-97)

•

Longer-term cash ﬂow forecasts

•

The sensitivities considered in management’s stress-test to respond to principal risks

Taking into account potential mitigating actions, we were satisﬁed with the conclusion and disclosure on the Group’s

long-term viability and going concern.

Our 2022/23 long-term viability statement and more details on the assessment is set out on page 98.

More details about going concern assessment are on page 178.

Deferred tax

asset recognition

and classiﬁcation

as an exceptional

item

One of our subsidiaries in Kenya had carried forward losses and timing diﬀerences on which deferred tax assets had not

been recognised until 2022/23. During the year, management proposed the recognition of deferred tax assets on these

losses based on projected proﬁtability. Additionally, the Group has also trued-up deferred tax assets in our subsidiaries

in Tanzania and DRC on deductible temporary diﬀerences based on updated probability of future taxable proﬁts in

these subsidiaries.

We reviewed and challenged management’s assumptions and were satisﬁed that there were taxable proﬁts against which

tax losses and temporary diﬀerences could be used – meaning that such deferred tax assets should be recognised. We

were also satisﬁed with the transaction being classiﬁed as an exceptional item in accordance with the Group policy on

exceptional items.

Part 2

Governance

At each quarterly meeting, we receive and review summary reports with updates on upcoming proposals and regulations to UK corporate

reporting. The FRC publishes thematic reviews and other guidance to help improve the quality of corporate reporting. We also receive

summarised reports from our external auditors highlighting any proposed amendments to UK corporate reporting.

2022/23 committee objectives

Actions taken

Cross-reference

Meeting the UK’s Transparency

Directive (TD) ESEF Regulation

(ESEF regulatory technical

standard), including ‘phase 2’

requirements, prepared using

the UKSEF taxonomy

We paid special attention to the preparation of our consolidated ﬁnancial statements and the

additional ‘phase 2’ notes text block tagging in digital format under the TD ESEF Regulation.

We made sure the necessary procedures had been completed by all parties, including our

technical accounting team and our specialist external digital reporting providers. Our 2023

digital report uses the UKSEF taxonomy created by the UK Financial Reporting Council (FRC).

We commissioned a voluntary assurance review on our 2023 ESEF Annual Report by Deloitte UK.

Deloitte conﬁrmed that the ESEF Annual Report was prepared and marked up in line with the

requirements of the ESEF RTS. Deloitte’s ESEF review opinion is included at the end of this

Annual Report.

See page 252

Staying up to date with

regulatory reform

The committee noted the recommendations of the UK government’s Department for Business,

Energy and Industrial Strategy (BEIS) in response to last year’s white paper on restoring trust in

audit and corporate governance. We have already started preparing for the proposed regulations,

speciﬁcally with regards to the audit and assurance policy and strengthening of our internal

controls. The Group continued to further enhance its risk management processes, key controls

monitoring and reporting processes for both internal controls over ﬁnancial reporting (ICOFR)

related key controls and non-ICOFR related key controls.

Our committee will continue to monitor proposed regulatory changes to ensure Airtel Africa fully

complies.

Reviewing the ﬁndings of the yearly

evaluation of our committee

We reviewed the evaluation results and set out an action plan to deliver its recommendations.

The Board considered the results of the review and considered the Audit and Risk Committee

to be eﬀective.

See page 118

Reviewing Group policies

We reviewed and approved updated Group policies in relation to data privacy, ransomware and

information security.

See page 119

Part 1

GOVERNANCE REPORT

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Audit and Risk Committee report

continued

Part 2

Issue

How this was addressed by our committee

Transfer of

Nigeria

SmartCash

outside of the

AMC BV

perimeter

The Group’s minority shareholders in Nigeria have interests in SmartCash Payment Service Bank Limited, a direct

subsidiary of the Airtel Mobile Commerce BV Group (AMC BV). As outlined on page 189, Note 5 of the ﬁnancial

statements, in August 2022, as directed by Central Bank of Nigeria, SmartCash was transferred to Airtel Networks

Limited (ANL), a subsidiary of Airtel Africa plc outside the perimeter of Airtel Mobile Commerce BV Group.

The non-controlling interest in respect of SmartCash continued to be recognised in Airtel Africa’s consolidated ﬁnancial

statements despite the legal transfer of SmartCash from the AMC BV perimeter to ANL.

Our committee reviewed the accounting for the transaction and was satisﬁed that the conclusions were appropriate.

Disclosure of

currency

devaluation risk

As outlined in the principal risks and uncertainties section of this Annual Report, the Group is constantly exposed to the

risk of adverse currency ﬂuctuations and the macroeconomic conditions in the markets where it operates. Adverse

movements in exchange rates between the currencies in OpCos and the US dollar could have a negative eﬀect on liquidity

and ﬁnancial performance. Given the severity of this risk, speciﬁcally in OpCos who face a limited supply of foreign currency

in the local monetary system, management presented how it continuously monitors the potential impact of this risk of

exchange rate ﬂuctuations.

After performing a detailed review, our committee was satisﬁed with:

•

Management’s methodology for monitoring the potential impact of this risk of exchange rate ﬂuctuations

•

The mitigating action plans in place

•

The reasonability of sensitivities adopted

•

That appropriate disclosures are included in quarterly reports and the Annual Report

For more details on currency devaluation disclosures, see page 222, Note 32.

Mobile money as

a new reporting

segment and

consequent

goodwill

reallocation

As outlined on page 190, Note 6.1 of the ﬁnancial statements, the Group identiﬁed mobile money services as a new

operating and reportable segment as of April 2022. This is due to the signiﬁcant growth in mobile money and a

corresponding change in its organisation structure combined with changes in the information provided to the chief

operating decision-maker for allocating resources and assessing performance. Information for both current and

comparative periods was presented for the four segments: Nigeria, East Africa and Francophone Africa mobile services,

and mobile money services. Consequently, as per the requirements of IAS 36, the Group’s goodwill was re-allocated

between four groups of CGUs based on the new segments, with $1.3bn being allocated to the mobile money group of CGUs.

Our committee reviewed the basis for this change and is satisﬁed that appropriate segmental disclosures and goodwill

allocations are included in the ﬁnancial statements.

Review of tax/

legal/regulatory

matters

We reviewed the key developments in material tax, legal and regulatory cases during the period, management’s estimate

of key tax, legal and regulatory disputes, and how these were rated as probable, possible or remote. We were satisﬁed with

the accounting conclusions reached by management.

Goodwill

impairment

We received a detailed management paper on impairment and challenged the appropriateness of the assumptions

and judgements adopted for the annual impairment testing exercise in December 2022. We reviewed the sensitivities

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.

We also reviewed management’s consideration of the impact of climate change. Based on the analysis conducted so far,

we were satisﬁed that any related costs are adequately covered as part of the impairment sensitivities and, therefore,

no impairment would arise.

For more information on the Group’s goodwill impairment assessment, refer to page 97 of the ﬁnancial statements.

Alternative

performance

measures (APMs)

The Group has revised the computation of return on capital employed (ROCE) by grossing up the ‘equity attributable to

owners of the company’ for put option provided to minority shareholders. The previous period’s ROCE was also restated

for this change.

Further, during the year, underlying revenue has not been deﬁned as an APM due to the absence of any exceptional items

during the period.

The committee performed a detailed review on the use and disclosures of APMs within the Annual Report (including

reconciliations disclosed) and concluded that the balance and equal prominence of APMs (in comparison to GAAP

measures) was appropriate. The committee challenged management on changes to APMs and satisﬁed itself that the

changes were appropriate.

For more information on APMs, refer to pages 240-245 of the Annual Report.

125

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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.

For more information on our risks and mitigation and our risk

management framework, see the risk report on pages 90-97 and 161.

The Board also approved the statement of the principal risks and

uncertainties set out on pages 93-97.

Progress in 2022/23

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.

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 their 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 2023, we investigated

34 incidents (2022: 74) received through various touch points

and our formal whistleblowing channels. These were of varying

magnitude, with ﬁve above the ExCo threshold – these and the

measures taken in response have been reported to our committee.

Of these 34 cases, 92% have been closed. The very small number

of reports that contained allegations of a breach 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 which 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, anti-bribery and 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.

Internal Audit

Our internal audit team considers compliance with internal policies,

regulatory obligations and fraud risk mitigation as part of its

independent testing and evaluation. Airtel Africa has adopted an

internal audit co-sourcing model where the internal audit activity is

carried out by a partnership of our group internal audit department

and EY as the internal audit service provider. 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 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.

Our committee approves the annual audit plan in the ﬁrst meeting of

each ﬁnancial year. We then receive quarterly updates on activities,

progress against the plan, the issues arising from audits and action

plans to address concerns. This year, we reviewed and approved the

detailed audit plan as dynamic and ensuring that internal audit’s areas

of focus remain appropriate. During the year, internal audit focused

on principal risks as well as emerging risks, including cybersecurity

and regulatory compliance. This year, we looked closely at how to

remediate key issues more quickly and address risks in order of priority.

During the reporting period, we also approved the three-year Internal

Assurance strategic plan that will guide the development of this

function. This is focused on improving delivery, increasing automation

and on a new approach to talent and staﬃng centred on recruiting

and retaining a team with varied professional experience and

supplementing it with external expertise as necessary.

GOVERNANCE REPORT

126

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Annual Report and Accounts 2023

Audit and Risk Committee report

continued

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 LLP (UK), and the lead partner

is Ryan Duﬀy. He was appointed as the engagement partner for our

2022/23 year after Mark Goodey retired.

Eﬀectiveness of the external audit process

Our committee makes recommendations to the Board on whether to

reappoint the external auditors, 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 Deloitte’s

terms of engagement and are fully satisﬁed with their performance,

objectivity, quality of challenge and independence.

Having reviewed Deloitte’s performance in committee, with

management and other key stakeholders, our committee

recommended to the Board that they be reappointed as our

external auditor for the 2023 ﬁnancial year. The Board will

recommend this to shareholders as resolution 19 at our 2023 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 audit was last subjected to a tender in 2019

when Deloitte were appointed (four years).

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 of

scheduled committee meetings.

A number of external audit teams are involved 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:

•

An 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 work performed by Deloitte India

We’ll continue to monitor the implementation of this strategy through

quarterly updates on its progress and milestones from the chief

internal auditor being achieved.

In evaluating the work, eﬀectiveness and independence of internal

audit, the audit committee drew its own conclusion based on its

experience and regular contact with the chief internal auditor, and

co-source partner. In addition, the committee 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 and recommendations.

Key controls

We continued to monitor the implementation and standardisation of

key controls to enhance our internal control environment. A review

of the initial set of key controls led to a redeﬁned and expanded set

of controls incorporating all functions. The revised controls were

progressively implemented during the year and the full set will be

operational during the next ﬁnancial year. With the separation of Airtel

Money, an initial set of key controls were also developed and adopted

for the mobile money business, and incorporated into the overall key

controls programme.

Automation

Internal audit continued to adopt new technology to improve its

eﬀectiveness. We’ve brought in more extensive and insightful analytics

and are using more expansive data to identify key emerging themes

and risks.

As well as using enhanced data analytics, we piloted a continuous

controls auditing programme for three functions across all 14 markets.

This identiﬁed an initial set of 65 risk scenarios for the proof-of-concept

phase. The programme will be rolled out progressively for all functions

across our markets. This will enable us to ﬂag errors and control

violations as they happen.

During the next ﬁnancial year, we’ll establish a dedicated data analytics

and automation team. The practices of data analytics and continuous

auditing will become even more central to our methodology to ensure

eﬀective and sustainable auditing and monitoring of controls.

Part 4

Part 3

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Part 5

Finance Committee

Our Finance Committee is an operational management committee

overseen by and subsidiary to our committee. Its two independent

non-executive director members are also members of the Audit and

Risk Committee.

Given the complexity and importance of ﬁnance, 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 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 carried out within an agreed

policy framework

•

Makes sure activities are within agreed levels of risk and will

contribute 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, foreign

exchange and interest rate hedges

•

Generates reasonable commercial returns on investments to

protect investment capital and ensure desired liquidity

•

Minimises the adverse impact of foreign exchange 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

•

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 Jaideep Paul, CFO, as chair; CEO Segun

Ogunsanya; deputy CFO Pier Falcione; 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.

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.

This year we agreed to reﬁne the audit scope into three groups: full

scope audits (Scope A), speciﬁed account balance audits (Scope B),

and review procedures (Scope C). Deloitte visited all Scope A and

Scope B OpCos during the year and some Scope C OpCos to meet

local management and to perform audit procedures.

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.

Where we consider our external auditor to have the most appropriate

skills, expertise and safeguards, we may consider using them for

certain acceptable non-audit services pursuant to law or regulation or

where there are typically signiﬁcant eﬃciencies to be had when 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 perform non-audit services. It restricts the

provision of non-audit services as prohibited by the FRC Revised

Ethical Standard 2019 and provides a monetary threshold for

approved services. Our committee reviews and pre-approves any

non-audit services with fees above the threshold or not stipulated

by the policy.

Under our policy on non-audit services, the CEO and CFO have

authority to approve permitted services up to $50,000, with any

amounts above this needing committee approval.

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. The non-audit services

work for the ﬁnancial year included half year review work for our

company, quarterly audits for our parent, Bharti Airtel, non-statutory

audit of Airtel Mobile Commerce B.V. ﬁnancial statements, and control

attestation in Zambia 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 and Single Electronic

Format (ESEF) assurance. The value of this was $1.9m, representing

approximately 31% of Deloitte’s total remuneration as set out on

page 197, Note 8.1 of the consolidated ﬁnancial statements.

Part 4

GOVERNANCE REPORT

128

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Nominations Committee report

Chair’s statement

I’m pleased to present the Nominations Committee report for 2022/23

and to share our plans for the coming year.

Changes to the Board

We continue to make sure our Board members have the necessary

drive, abilities, experience and diversity to lead Airtel Africa in delivering

on our strategy.

We also continue to regularly monitor succession planning for senior

management immediately below the Board to ensure we have a

consistent pipeline of diverse talent for progression to the Board.

We’re working to support and encourage a growing pool of talent

potentially suitable for senior roles at Airtel Africa.

2022/23 saw the strengthening of our ExCo with signiﬁcant changes:

•

The recruitment of Anthony Shiner as our new chief

commercial oﬃcer

•

The appointment of Ian Ferrao as CEO of Airtel Money

•

The promotion of Apoorva Mehrotra to regional director, East Africa

We also made some signiﬁcant senior management appointments: PD

Sarma as CEO of FibreCo and Yashnath Issur as CEO of Data Centres.

We’re expecting to be able to share news on our appointments of chief

information oﬃcer and head of strategy and sustainability roles in the

near future.

Our work to identify executives with potential and to encourage their

development led to several key internal promotions in and across

our operating companies this year. As well as Ian and Apoorva,

Ashish Malhotra was promoted to managing director for Airtel Kenya

Networks Ltd in May 2022. Ashish was previously head of sales and

marketing, Africa.

As part of our onboarding and review process, we’ve supported

Segun Ogunsanya as new MD and CEO of Airtel Africa since October

2021 and Jaideep Paul, CFO, since his appointment to the Board as

executive director in June 2021. We are pleased with the progress

of both.

Board diversity

Airtel Africa is a multicultural business, and our ethnic diversity is

reﬂected in our Board, our leadership team and our employee mix.

We’re committed to ensuring diversity in terms of culture, age, gender,

ethnicity, length of service and educational background – and will

continue to build an inclusive and diverse workplace. We count this

as a core strength of our business.

We’re privileged to have a Board of directors with a wide diversity of

skills, experience, age and nationality to perform their vital role. This is

invaluable in developing our business strategy and further enhancing

our governance capabilities.

We reviewed the tenure of all directors and discussed future Board

rotation as part of our ongoing review of the Board’s current and future

needs. Our Board is not yet gender balanced, despite including four

women. We foresee this imbalance being corrected through our Board

succession plans and retirement and rotation over the next 12 months.

As you can see from their biographies on pages 102-105, our

committee chairs and members have recent and relevant skills,

experience and expertise.

Attendance

Meetings

attended

Sunil Bharti Mittal

Chair

3 (3)

Andy Green

Senior independent non-executive director

3 (3)

Ravi Rajagopal

(Audit and Risk Committee chair)

3 (3)

Doug Baillie

(Remuneration Committee chair)

3 (3)

Committee responsibilities

•

Reviews the balance, diversity, independence and eﬀectiveness

of the Board

•

Oversees the selecting, 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

Sunil Bharti Mittal

Chair

129

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Annual Report and Accounts 2023

About the committee

Led by the chair of our Board, our committee consists of independent

non-executive directors. Our CEO and chief HR oﬃcer are also invited

to attend committee meetings and submit reports.

We met formally three times during the 2022/23 ﬁnancial year. Our

focus, driven by a more ambitious strategic agenda and the planned

separation of Airtel Money, was on longer-term succession planning

for the senior executive team, short-term senior leadership changes,

and supporting the CEO on his proposal to restructure our Executive

Committee (ExCo). Improving the gender balance at senior leadership

level across our business, including in our HQ and OpCos, remained

fundamentally important.

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.

The committee’s work and focus in 2022/23

•

Reviewed the Board’s composition, balance, diversity, skill sets,

individual directors’ time commitment and overall eﬀectiveness

against future needs

•

Reviewed our succession and contingency planning across the

business, linking this to individuals’ professional development at

senior management level to help senior management show their

potential for progression and to help build a diverse pipeline of talent

•

Reviewed proposals from the CEO to restructure and reduce the

ExCo to create a more empowered and accountable group for faster

decision-making, deeper bench strength and more accountability

for expanding the diversity and gender balance of the business

•

Reviewed the Board and committee structure of Airtel Money (AMC

B.V.) and progress towards the strategy and roadmaps for creating

a standalone Airtel Money entity. Also reviewed the trajectory

towards listing and the strength of talent to manage this new

entity once separated

•

Considered the early stage policy for creating a new distinct

business unit for Airtel Business (Enterprise, Data Centres and

FibreCo) each led by a separate CEO, including the structure and

skillset to support implementation

•

Identiﬁed gaps in development plans for those in the Airtel Money

and PSB Nigeria businesses and recommended remedial actions

•

Identiﬁed vulnerabilities in the senior management compliance and

risk reporting structure and recommended remedial actions

•

Recommended to the Board that each director be proposed for

re-election by shareholders at the July 2023 AGM

•

Reviewed the mentoring programmes for the CEO and the

onboarding and mentoring arrangement for Ian Ferrao when

promoted to CEO of Airtel Money

•

Reviewed policies and processes to promote diversity in our

operating country Boards and senior management teams and

put in place a development programme for suitable internal

candidates and agreed actions redressing gender imbalance

in management positions

•

Worked to attract diverse, highly skilled and talented employees by:

–

Tackling unconscious bias

–

Maintaining a gender balance on shortlists for management

positions

–

Ensuring all recruiters have signed the Standard Voluntary Code

of Practice

•

Worked to retain the best talent by:

–

Promoting a good work/life balance

–

Encouraging equal opportunities for all

•

Made four senior female Group appointees: Group tax director,

Group digital and product director, head of economic regulatory,

products, services and compliance, and Group ﬁnance oﬃcer B2B

•

Monitored the progress towards targets to increase the number

of women in leadership positions by 2026 and to achieve gender-

balanced shortlists.

•

Appointed three women to senior roles in our operating companies:

internal assurance director, Nigeria; ﬁnance director, Niger; and

marketing director, Zambia.

•

In 2022/23:

–

26% of total Group employees were women

–

29% of our operating companies’ Executive Committees were

women (target 30% by the end of 2023)

–

20% of appointments during the year at the level of general

manager and above were women

Employee engagement

As the non-executive director with responsibility for engaging with our

employees, I was delighted to be able to join several employee events

during the year to hear and respond to questions and listen to people’s

stories. This included the leadership conclave in February 2023,

when I met with over 200 colleagues, both informally and formally.

I have shared the outcomes of this with the Board and the senior

management team, as relevant. Our independent non-executive

directors are also invited to all-employee quarterly town halls where

they can take questions and provide answers.

Given my extensive travel to our operating companies throughout

the year, the Board considers my role as non-executive director

with responsibility for engaging with employees to be an eﬀective

engagement mechanism. The Board intends to review how we can

both collectively and individually enhance engagement with our

people during the coming year.

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 members.

We regularly map the skillsets of our Board members against our

current strategy and annual operating plan. We conﬁrmed that

collectively our non-executive directors have signiﬁcant experience

across the critical areas of strategy, risk management, M&A,

technology, media and telecoms (TMT) and Africa.

I welcome questions from shareholders on this committee’s activities.

If you would like to discuss any aspect of this report, please contact

me through our company secretary, Simon O’Hara (see page 127 for

contact details). I will be attending the 2023 AGM and look forward to

the opportunity to meet you and answer your questions there.

Sunil Bharti Mittal

Chair, Nominations Committee

10 May 2023

GOVERNANCE REPORT

130

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Annual Report and Accounts 2023

Nominations Committee report

continued

Board tenure as at 31 March 2023

2-3 years

3-4 years

4-5 years

Sunil Bharti Mittal

•

Akhil Kumar Gupta

•

Shravin Bharti Mittal

•

Andrew James Green

•

Douglas Anderson Baillie

•

Awuneba Ajumogobia

•

John Joseph Danilovich

•

Ravi Rajagopal

•

Liisa Annika Poutiainen

•

Segun Ogunsanya

•

Jaideep Paul

•

Kelly Bayer Rosmarin

•

Tsega Gebreyes

•

International Woman’s Day

In addition to a number of equality, diversity and inclusion-related

initiatives and campaigns across our OpCos, the Group celebrated

International Women’s Day for the third consecutive year. Employees

took part in talks, debates and activities to recognise women across

the Group and to consider some of the barriers and challenges facing

women in the workplace.

Developing our Board

The ongoing development of our Board members is a priority. We

inform directors about relevant seminars and training and encourage

and support their attendance. We provide regulatory updates at

each Board meeting; and specialist advisers brief our committees

on topics such as changes to accounting procedures and UK

corporate governance. Our Board undertook a series of development

activities during the reporting period, including training provided

by our corporate legal advisers Herbert Smith Freehills LLP on the

political environment, governance reform, liability to investors and

directors’ duties.

We also reviewed the induction programme for directors and

concluded that this is appropriate.

Employee engagement

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 understand 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 – with representatives

from the business present. This year, two of our Board and committee

programmes once again took place in Dubai and were attended by

many senior colleagues. These 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 presentations and one-to-one meetings as necessary

from our chief HR oﬃcer

•

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 ExCo and OpCo MDs and other

leaders to discuss employee and personal wellbeing, team updates

and career aspirations

•

Regular ExCo market 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.

In this role, he is not expected to take on the responsibilities of an

executive director or the Chief HR oﬃcer.

As at 31 March 2023

Percentage of employees

that are women

26%

2022: 26%

Percentage of women in

ExCo at the OpCo level

29%

2022: 28%

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Annual Report and Accounts 2023

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.

In 2023, we’ll continue to identify and create mechanisms for eﬀective

and meaningful dialogue with our broad employee base.

For more on how we engaged with our people during the reporting

period, see page 79.

Employee development and engagement

During the year, our Board stayed up to date on projects to

accelerate talent acquisition and to support and keep our own

employees. These included:

•

Our Women in Tech programme – a one-year developmental

immersive programme targeting over 70 high-performing

women employees in tech or engineering

•

The young technology leaders 2022 training programme and

set-up of Nigeria Digital Labs, both of which oﬀer engineering

employment opportunities

•

The Airtel Africa Mobility Programme – a women-focused

framework to support talent development and succession

planning, which will create the opportunity to spend months in

other OpCos

•

The rollout of online learning programmes for capability building

and functional training,

as well as for key competency areas like

management eﬀectiveness and project management

•

The rollout of mandatory compliance training across the Group

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 the 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 additional directors or to ﬁll any

vacancy. When recruiting new members for the Board, our committee

adopts a formal and transparent procedure – this considers the skills,

knowledge and level of experience required, as well as diversity.

We begin by evaluating the balance of skills, knowledge and

experience of existing Board members, the diversity of the Board, and

ongoing requirements and strategic developments of the business.

This enables us to focus our search process on appointing someone

who will complement and enhance the Board’s eﬀectiveness and

overall performance.

We review a long list of globally drawn potential candidates and

shortlist candidates for interview based on the objective criteria set

out in the agreed speciﬁcation. These include the requirements of

the Group, the diversity of the Board, and the skills, knowledge and

experience of current members. Non-executive appointees must be

able to show they have time available to devote to the role, and before

being appointed all candidates must identify any potential conﬂicts

of interest.

Shortlisted candidates are interviewed by the committee chair, other

committee members and the CEO. The committee then recommends

the preferred candidate, who is invited to meet other Board members.

Finally, the committee takes up detailed external references before

making a formal recommendation to the Board for appointment.

There were no Board changes in 2022/23.

No director took on a signiﬁcant new 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 adequate 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.

More information on our appointments process is on page 131.

Eﬀectiveness

The internal Board evaluation reviewed our committee’s eﬀectiveness

and sought feedback from the committee members. 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.

2022-23

evaluation

Outcome

Key themes

and areas

for focus

Action

Nominations

Committee

Areas of

focus

Priorities for

change

We will focus on our

Board and executive

succession planning to

ensure greater gender

diversity.

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 judged necessary to fulﬁl their

responsibilities. During the year, the Board took advice from:

•

Alvarez & Marsal through the Remuneration Committee, as

explained in more detail on page 162

•

Herbert Smith Freehills LLP, our corporate legal advisers, through

the Market Disclosure Committee on the identiﬁcation of insider

information

•

Legal advisers Cliﬀord Chance on share plan and remuneration

policy matters

•

Our brokers on the sector and the relative performance of our

share price

GOVERNANCE REPORT

132

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Annual Report and Accounts 2023

Nominations Committee report

continued

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 34, 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 capabilities.

Our policy is to appoint and promote 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 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 anti-discrimination.

The Board regularly reviews its balance and composition considering

targets and recommendations for gender diversity, as well as the

Parker Review and its report into ethnic diversity. We’ve gone far

beyond the Parker Review target for FTSE 250 boards to have at least

one director from an ethnic minority background by 2024. We also fully

endorse to increase senior leadership diversity, including its listing rule

requirement target of 40% women on Board, Executive Committee

and senior management teams. As part of this review the Committee

considered the Group’s ongoing compliance with the Board diversity

policy and the new Listing Rule Disclosure as at 31 March 2023

requirement, pursuant to which at least one woman should be

appointed as chair or senior independent director on the Board or as

either our CEO or ﬁnance director by the end of 2025. The Board is not

currently compliant with these two Listing Rule targets.

As at 31 March 2023, women made up 31% of the directors and

there were no woman in senior Board positions. Of our directors,

62% identiﬁed as being from a non-white or minority-white

background. This represented no change in the Board’s gender

and ethnic diversity compared to 31 March 2022. We are compliant

with the Listing Rule target of having one individual on the Board of

directors from a minority ethnic background.

While we haven’t yet achieved the FTSE Women Leaders Review’s

Board level gender-balance target, its attainment is an integral part of

our succession planning. Our two most recent Board appointments

have been women, and this number will increase as Board members

retire and we appoint new directors.

Gender diversity in our Group level Executive Committee remains a

challenge. We’re working to increase the number of women at this

level by 2026. We are making considerable strides in addressing the

gender imbalance at our OpCo Executive Committee level and in our

senior management teams who report to the ExCo. For more on this

see below.

We’re making 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. Diversity and inclusion are, and will continue to be,

a key focus for Airtel Africa.

Gender balance

The gender balance of the Group’s employees as at 31 March 2023, was as follows:

Category

Women

Men

Total

Women (%)

Men (%)

Group Board

31%

69%

Group Executive Committee Member

92%

OpCo Executive Committee

101

142

29%

71%

Senior and middle management*

156

685

841

19%

81%

All other employees

844

2,160

3,004

28%

72%

Total

1,046

2,967

4,013

26%

74%

Senior management is all general managers and above, excluding the OpCo ExCo, and middle management includes all employees at senior management level

** This table is intended to meet the broader strategic report requirement under S414C (8)(C)

Ethnicity table

as at 31 March 2023, was as follows:

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (Chair, SID,

CEO, CFO)

Number in

executive

management**

Percentage in

executive

management

Asian/Asian British

38%

Black /African/Caribbean/Black British

24%

White British or other white (including minority-white groups)

38%

Mixed/multiple ethnic groups

–

Other ethnic group, including Arab

–

Not speciﬁed/prefer not to say

–

The data for these tables was collected by asking individuals to anonymously self-report against the categories displayed in the table above as part of the annual Board

evaluation exercise

** This is the number of executive managers on the Board

Women in leadership

as at 31 March 2023, was as follows:

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (Chair, SID,

CEO, CFO)

Number in

executive

management**

Percentage in

executive

management

Women

31%

27%

Men

69%

73%

This represention on sex rather than gender identity as deﬁned by the listing rules

** This is the number of executive managers on the Board

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Annual Report and Accounts 2023

Our ‘Win with’ strategy aims to drive the sustainable, proﬁtable

growth we need to continue creating value for all our stakeholders.

To 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

We recognise that 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 work to 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.

Initiatives

1. Finding and using diverse talent pools for all management and

senior 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 2022 training

programme, Digital Labs and the Airtel Africa Mobility programme

3. Mentoring programmes

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 increase the

percentage of self-employed women in 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

Our compliance with the UK Corporate Governance Code

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 considers their views in 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 clearly 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 individual responsibilities of senior executives.

B. Purpose, values and strategy and alignment with culture

Our purpose is to transform the lives of people across sub-Saharan

Africa. We do this through products, services and programmes

that foster ﬁnancial inclusion, drive digitisation and empower our

140 million customers and the communities in which they live.

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 while delivering

our sustainability strategy.

We provide essential services that are unlocking the potential for people

and economies to grow. The Board sets the strategy for aligning with

our purpose. Our ‘Win with’ strategy ensures that working to deliver

our sustainability strategy underpins everything we do.

Our Board believes that a healthy culture, which drives the right

behaviours, protects and generates value and helps employees

engage with our values, will lead to the successful delivery of our

strategy. It is responsible for deﬁning our values and setting clear

standards from the top. Our chair leads the way by ensuring our

Board operates correctly and with a clear culture of its own which

can be promoted to our wider operations and dealings with all

stakeholders. Our CEO, with the help of the CFO and his management

team, is responsible for the culture within our wider operations.

We’ve continued to build our people capability through:

•

Enhancing our online learning platform for greater access

•

Encouraging skills development through short-term assignments

and exchanges between operating companies

•

Mentoring

•

Ensuring all employees have mandatory training in compliance

areas such as our Code of Conduct, anti-bribery and corruption,

and information security

As Airtel Africa plc ordinary shares have been

trading on the main market of the London Stock

Exchange since 3 July 2019, we apply the

principles and 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 in London.

The UK Financial Reporting Council (FRC)

promotes high-quality corporate governance and

reporting through the Code. All companies with a

premium listing on the London Stock Exchange

must either comply in full or explain why and to

what extent they don’t yet comply.

Throughout the year ended 31 March 2023,

we’ve applied the principles and complied with

the provisions set out in the 2018 UK Corporate

Governance Code except for in the area:

Provision 9, requiring that the chair be

independent on appointment.

Simon O’Hara

Group company secretary

Achieving our corporate governance

and transparency in reporting goals

is a shared ambition of all the teams

at Airtel Africa.

GOVERNANCE REPORT

134

Airtel Africa plc

Annual Report and Accounts 2023

The Board receives regular reports that allow it to assess our culture to

ensure this continues to support our strategy and purpose. Our Audit

and Risk Committee reviewed the culture of compliance and arranged

a presentation facilitated by Deloitte UK. As a result of this, our chief

internal auditor was instructed to establish a robust reporting

framework for assessing and monitoring culture on an ongoing basis

and to include these ﬁndings in the quarterly internal audit report to

the Audit and Risk Committee, for subsequent sharing with the Board.

Our Remuneration Committee helps our Board oversee our culture

by making sure our incentivisation schemes are driving behaviours

consistent with our purpose, values, strategy and culture; and

through its focus on diversity and inclusion, people and community

engagement. The committee tracks performance in these areas and

reports to the Board as appropriate.

These reports have led to Board discussions on matters ranging

from gender balance metrics across the business to how to achieve

wider workforce engagement. In both instances, the Board

recommended changes to be able to satisfy itself that policy,

practices and behaviours throughout the business were aligned

with our purpose, values and strategy.

Annika Poutiainen is the Board sustainability champion, supported by

the CEO, CFO and company secretary as fellow committee members.

She reports to each Board meeting on the work of the Sustainability

Committee. This committee, which became a full committee of the

Board at the beginning of the ﬁnancial year, meets monthly and

receives occupational health and safety updates at each meeting.

Our chief HR oﬃcer regularly attends Board meetings and all

Remuneration Committee meetings to provide updates on HR matters

– including on culture, diversity and inclusion, talent acquisition and

retention and employee engagement. The chair of the Remuneration

Committee also includes these matters in his own 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 on pages 37 and 77.

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 provides the Board with strategic advice

on current and potential future risk exposures. Our risk management

framework supports informed risk-taking by our businesses, setting

out the risks that we’re prepared to be exposed to and the risks that

we want to avoid.

More information on risk management can be found on

page 90 and on

page 222, note 32

D. Stakeholder engagement

Our Board members are increasingly taking a more active role in

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 process 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 12 active equity research analysts who follow Airtel Africa.

Our culture

Our

culture

A clear

Business

Strategy

A clear

Sustainability

Strategy

We are a high

performance

culture

We have

a growth

mindset and a

collaborative

way of working

A clear

purpose

and vision

Alive

Respectful

Inclusive

We are

transforming

to a digital

environment

We value

diversity and

inclusion and the

value it brings to

our business

Clear

objectives

135

Airtel Africa plc

Annual Report and Accounts 2023

Our compliance with the UK Corporate Governance Code

continued

Our Board discusses the impact of all major decisions on our

workforce before drawing its conclusion. We also consider stakeholder

impact in relation to material acquisitions and strategic expansion.

While we’re working to better embed stakeholder considerations in

Board decision-making, we do factor the needs and concerns of our

stakeholders into Board discussions and decisions in accordance with

section 172 of the Companies Act 2006 (see statement on page 77).

Sunil Bharti Mittal is our designated Board director for employee

engagement, given his regular travel to our operating companies.

We continue to seek to identify and facilitate mechanisms for more

eﬀective and meaningful dialogue with our people.

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 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 ethical

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, Sustainability

and Remuneration 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 head of internal audit and risk assurance, chief

compliance oﬃcer or Group company secretary.

A description of our whistleblowing procedures is set out on page 125.

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

Olusegun Ogunsanya.

The chair leads our Board and is responsible for its overall

eﬀectiveness in directing the company.

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 2022/23 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. The chair also meets formally with independent

non-executive directors without our CEO or other non-executive

directors present. Through these meetings, the chair ensures 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 a

number of safeguards in place to ensure robust corporate governance

during his tenure as chair, including Andrew 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. Composition of the Board and division

of responsibilities

Our Board consists of 13 directors: non-executive chair Sunil Bharti

Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep

Paul, seven independent non-executive directors and three non-

executive directors. Andrew Green, CBE, is the senior independent

director and Simon O’Hara is our Group company secretary. For more

on our Board composition, see pages 102-105.

The Board has an established framework of delegated ﬁnancial,

commercial and operational authorities which deﬁne the scope and

powers of the CEO and of operational management.

For more on our Board and executive roles, see

pages 102-107

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.

Following their appointment, each of our non-executive directors

(both independent and non-independent) received an induction that

focused on the culture, operational structure and key challenges of

Airtel Africa.

I. Board processes and role of the company secretary

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.

This allows them to prepare for meetings and to send in their views if

unable to attend.

The CEO sends updates to members on important issues between

meetings. Members also receive a monthly report on key ﬁnancial and

management information, as well as regular updates on shareholder

issues and analysts’ notes. This information is distributed through a

secure online portal.

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 our expense when necessary to fulﬁl

their duties to the company.

GOVERNANCE REPORT

136

Airtel Africa plc

Annual Report and Accounts 2023

We take time at the end of each Board meeting to review our Board

and committee processes and to build on actions introduced as a

result of the annual evaluation exercise. Coordinated by the Group

company secretary and led by the chair, we consider feedback from

Board members to improve our eﬃciency.

3. Composition, succession

and evaluation

J. Board appointments

As part of our 2022/23 Board evaluation, we reaﬃrmed that each of

our independent non-executive directors is independent in character

and that there are no relationships which 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

and 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. During the reporting period, no

new directors were appointed to the Board.

For more on our Nominations Committee’s activities and processes,

see

pages 128-133

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 on pages 102-105.

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. We have chosen to do this in each of the

three previous years since listing to enable us to plan eﬀectively for

the future. This year we have undertaken an anonymised internally

facilitated evaluation under the direction of the company secretary.

See

page 116

for details

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; and satisﬁes itself as

to the policies and procedures that ensure the independence and

eﬀectiveness of internal and external audit functions and satisﬁes

on the integrity of ﬁnancial and narrative statements.

During 2022/23, Deloitte UK performed an external statutory audit of

year ended 31 March 2023, and a half-yearly review. See page 126 for

a discussion of their independence and eﬀectiveness.

For more on the activities and processes of our Audit and Risk Committee,

see

pages 117-127

N. Fair, balanced and understandable assessment

Pages 17-19, 24-25, 26-37, 90-97 of the strategic report set 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.

For more on the Audit and Risk Committee’s assessment of fair, balanced

and reasonable see

page 122

O. Risk management, internal control and determining

principal risks

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. Our Audit and Risk Committee supports the Board

in reviewing the eﬀectiveness of our internal controls, including

ﬁnancial, operational and compliance, and risk management systems.

For more on the activities and processes of this committee,

see

pages 117-127

5. Remuneration

P. Remuneration policies and practices

Our proposed 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. There are two key principles of our remuneration policy.

One, the structure of remuneration packages and the design of

performance-based schemes, should be aligned with stakeholders’

interests and support our business strategy and objectives. And two,

the performance-based element of remuneration should be

appropriately balanced between the achievement of short-term

objectives and longer-term objectives.

Our current Remuneration Policy was originally introduced at the 2020

AGM. It was designed to be appropriate for a newly 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.

In 2022, changes were made to the remuneration policy to incorporate

best practice features and reﬂect the appointment of a new CEO and

CFO in line with current good practice. The committee decided to

adapt the policy in two areas: requiring one-third of any bonus paid to

executive directors to be deferred (rather than any bonus of more than

100% of salary) and introducing a two-year post-employment holding

period. No changes were made to policy maximum pay levels. These

changes were supported by shareholders at the 2022 AGM.

Provision 41: engagement with the workforce

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.

The topic of engaging with our people forms part of the chief HR

oﬃcer’s report to each Board meeting.

137

Airtel Africa plc

Annual Report and Accounts 2023

Our compliance with the UK Corporate Governance Code

continued

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 Q3’23 Board and Committee

meetings in Dubai, UAE, the Board met both formally and informally

with our wider management team and other colleagues when

questions were asked. A similar opportunity is oﬀered to employees

attending the Q&A session following each quarterly Group-wide town

hall meeting. The Board is satisﬁed that we’re compliant with Provision 41.

See

page 137

for details

Q. Procedure for developing remuneration policy

The committee regularly reviews our policy to ensure that it operates

as intended, is in line with best practice and is aligned to our evolving

business strategy. The committee has decided to put the policy to a

shareholder vote at the AGM later this year. The policy diﬀers from the

previous shareholder-approved policy in these key areas:

•

A reduction in the CFO’s maximum annual bonus opportunity

•

An increase in the LTIP opportunity allowable to provide headroom

for larger award sizes over the next three years if Airtel Africa

continues to deliver high levels of growth

•

A cap on RSU opportunity of 50% of base salary

•

The introduction of a facility for one-oﬀ awards linked to key

strategic initiatives

R. Exercising independent judgement

In the year ended 31 March 2023, 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 on

pages 145-163

for more detail

LR 9.8.6R Climate-related ﬁnancial disclosures

For our TCFD disclosure pursuant to the Financial Conduct Authority’s

LR9.8.6R (8) requirement, see page 56.

GOVERNANCE REPORT

138

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ report

This section contains the remaining matters not covered

elsewhere on which the directors are required to report

each year.

Proﬁt and dividends

Statutory proﬁt for Airtel Africa after tax for 2022/23 was $750m

(2021/22: $755m), and for the company the proﬁt after tax for

2022/23 was $229m (2021/22: loss after tax was $7m). Details of

our dividend distribution during the year are set out on page 215,

note 27.1 to the consolidated ﬁnancial statements.

Subject to the approval of our shareholders, the directors have

recommended a ﬁnal dividend for the ﬁnancial year ended 31 March

2023 of 3.27 cents per ordinary share, which will be paid out of

distributable reserves. You can ﬁnd more about the dividend, including

key dates, on our website at www.airtel.africa. On 30 October 2022,

the Board declared an interim dividend of 2.18 cents per ordinary

share. This was paid on 9 December 2022 to shareholders who were

on the UK and Nigerian share registers on 11 November 2022.

Directors

The names of our current directors, along with their biographical

details, are set out on pages 102-105 and are incorporated into this

report by reference. Directors serving during the year are listed on

page 115.

Details of directors’ interests in our share capital are in our

remuneration report on page 158.

Our Articles of Association govern the appointment, removal and

replacement of our directors and explain the powers given to them.

Avoiding conﬂicts of interest

The Board regularly reviews each director’s interests outside Airtel

Africa and considers how the chair ensures he is applying objective

judgement in his role, as required by the UK Corporate Governance

Code. To help directors avoid conﬂicts (or possible conﬂicts) of

interest, the Board must ﬁrst give clearance to any potential conﬂicts,

including directorships or other interests in outside companies

and organisations. This is recorded in a statutory register kept for

this purpose.

If a director considers they are, or might be, interested in any contract

or arrangement in which the company is or may be involved, they must

give notice to the Board in line with the Companies Act 2006 and our

Articles of Association. In this instance, unless allowed by the articles,

the director cannot take part in any discussions or decisions about the

contract or arrangement.

Articles of Association

The Articles of Association can be amended in line with the

Companies Act 2006 through a special shareholder resolution.

The information below sets out the provisions in the Articles of

Association in place at the date of this report.

Other relevant information (required by Listing Rule 9.8.4 R is

incorporated by reference to the directors’ report and appears in

the Annual Report as follows:

Information

Page

Details of our long-term share plans

151

Details of where a shareholder has agreed to waive

future dividends:

The ongoing waiver of our EBT and dividends payable

on shares held in trust for use under our employee

share plans

140

Relationship agreement

141

Climate-related ﬁnancial disclosures (LR 9.8 6R)

About this report

The directors of Airtel Africa present this report

together with the audited consolidated ﬁnancial

statements for the year ended 31 March 2023.

This report has been prepared in accordance with the

requirements outlined in the Large and Medium-sized

Companies and Groups (Accounts and Reports) Regulations

2008. It forms part of our management report as required

under Disclosure Guidance and Transparency Rule (DTR) 4.

Certain information that fulﬁls the requirements of the directors’

report can be found elsewhere in this document and is referred

to below. This information is incorporated into this directors’

report by reference.

The directors’ report comprises pages 102-138 and 145-163

of the governance report and this report on pages 139-143.

Other relevant information which is incorporated by reference

can be found in the strategic report:

•

Financial performance on pages 86-89

•

Business environment on pages 20-21

•

Outlook and ﬁnancial management strategies, including

important events aﬀecting the company since the year end

(with subsidiary undertakings included in the consolidated

statements) on pages 1-99 and on page 230, note 34

•

The principal risks and risk management framework on

pages 93-97

•

Our engagement with suppliers, customers and others

139

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ report

continued

Share capital and control

We have two classes of shares:

Ordinary shares of $0.50

– each carries the right to one vote

at our general meetings and other rights and obligations as set

out below.

Deferred shares

– these carry no voting rights.

Following the conclusion of our AGM, Airtel Africa intends to apply its

authority to purchase all deferred shares from their holders before

proceeding to cancel the shares.

Details of our share capital movement during the year are set out in the

consolidated statement of changes in equity on page 176.

Rights of members

There are no restrictions on the size of a holding, the exercise of voting

rights, or the transfer of shares. The directors are not aware of any

agreements between shareholders that might restrict the transfer

of shares or voting rights.

Share plans and rights under the

employee share scheme

We operate an Employee Beneﬁt Trust (EBT) for some employee share

plans. The trustees of the EBT have all rights attached to Airtel Africa

shares unless speciﬁcally restricted in the plan’s governing document.

Under these plans, we can satisfy entitlements by acquiring existing

shares or issuing new shares. Existing shares are held in the trust.

The trustee purchases shares in the open market as required to enable

us to issue shares to satisfy awards that vest. The trustee does not

the right to receive any dividends. At 31 March 2023, the EBT held

7,326,058 ordinary Airtel Africa shares. During the year, the EBT

transferred 3,933,952 shares to satisfy the vesting of awards under

our share-based incentive plans.

Purchase of own shares

The articles do not prevent Airtel Africa from purchasing its own

shares. No one person has any rights of control over our share capital

and all issued shares are fully paid.

Major shareholders

Major shareholders have the same voting rights as other shareholders. We publish information given to us by substantial shareholders through

the regulatory information service and on our website www.airtel.africa, in line with the FCA’s Disclosure Guidance and Transparency Rules.

At 31 March 2023, we had been notiﬁed, in keeping with Rule 5, of the following holdings of ordinary share voting rights

Shareholder

Number of voting rights

% of capital

Airtel Africa Mauritius Limited

2,105,108,805

56.01

Indian Continent Investment Limited

292,424,330

7.78

Singapore Telecom International Pte Ltd

148,093,705

3.94

Warburg Pincus LLC

145,212,068

3.86

Qatar Holding LLC

134,726,964

3.58

Bharti Global Limited

127,147,531

3.38

% interest in voting rights attaching to issued shares.

The company has not received any notiﬁcations in accordance with DTR5 from 1 April 2023 to the date of this Annual Report.

Signiﬁcant agreements

(change of control)

Airtel Africa’s borrowing and bank facilities contain the usual

provisions which could potentially lead to prepayment and

cancellation by the other party if there’s a change of company

control. There are no other signiﬁcant contracts or agreements that

would take eﬀect, change or come to an end on a change of control

following a takeover bid. All our share plans contain provisions for

a change of control as summarised in the directors’ remuneration

report on page 153.

We do not have agreements with any director or employee that

would compensate for loss of oﬃce or employment resulting from

a takeover bid.

Airtel Mobile Commerce BV (AMC BV)

AMC BV, a wholly owned subsidiary of Airtel Africa, is currently the

holding company for several of Airtel Africa’s mobile money operations.

It is intended to own and operate the mobile money businesses across

all of Airtel Africa’s 14 operating countries once the inclusion of the

remaining mobile money operations under AMC BV is completed.

Airtel Africa plc has sold minority equity stakes in AMC BV to

four investors.

GOVERNANCE REPORT

140

Airtel Africa plc

Annual Report and Accounts 2023

Airtel Africa aims to explore the potential listing of the mobile money

business within four years of the announcement to do so made in

March 2021. Under the terms of the transaction with the four minority

stakeholders, the minority investors 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 option is subject to a minimum price equal to the

consideration paid by the investors for their investment (less the value

of all distributions and any proceeds of sale of the shares, and with no

time value of money or minimum built in) and a maximum number of

shares in AMC BV.

Relationship agreement

In accordance with the Listing Rules, Airtel Africa entered into a

relationship agreement with Bharti Airtel, Airtel Africa Mauritius

Limited (AAML), our majority shareholder and an indirect subsidiary of

Bharti Airtel, and Bharti Telecom on 17 June 2019. This agreement

regulates the ongoing relationship and ensures that transactions

and arrangements between parties are conducted at arm’s length

and on normal commercial terms. It also contains the independence

undertakings and provisions required by the Listing Rules. During the

ﬁnancial year, Airtel Africa has complied with the terms and provisions

of the relationship agreement.

Board and meeting participation

As long as Bharti Airtel and/or AAML are 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 including two independent

directors to be valid.

As long as Bharti Airtel and/or AAML and their associates hold (directly

or indirectly) ordinary shares in Airtel Africa, they are 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 and/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 and/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.

Ownership of Airtel Mobile Commerce BV

Airtel Africa plc

(United Kingdom)

Airtel Mobile Commerce B.V.

(The Netherlands)

Mastercard Asia/

Paciﬁc PTE LTD

Qatar Holding LLC

The Rise Fund II Aurora,

SARL

Chimetec Holdings LLC

This represents desired shareholding structure on the basis that all restructuring

is completed successfully by ﬁnal closing date.

However, actual shareholding may diﬀer on account of closing adjustments and

completion of ongoing restructuring activities

Bharti Airtel International (Netherlands) B.V.

(The Netherlands)

Airtel Money Investments at a glance

1st Investment

Agreement

signed with

The Rise Fund

II Aurora SARL

on 17 March

2021

($200m)

2nd Investment

Agreement

signed with

Mastercard

Asia/Paciﬁc

Pte Ltd

31 March 2021

($100m)

3rd Investment

Agreement

signed with

Qatar

Holdings LLC

on 30 July

2021

($200m)

4th Invesment

Agreement

signed with

Chimetec

Holdings LLC

15 December

2021

($50m)

1st Completion

conditions

precedent met on

30 July 2021

1st Completion

conditions

precedent met on

30 July 2021

1st Completion

conditions

precedent met on

19 August 2021

2nd Completion

conditions

precedent met

in November

2021

141

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ report

continued

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 no longer being listed on the

premium listing segment and traded on the London Stock Exchange

(LSE)

•

Bharti Airtel, AAML and Bharti Telecom, together with their

associates, ceasing to be 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 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 provide Bharti Airtel with service-related information necessary

for it 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 2023. 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.

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.

Employing people with disabilities

It is our policy that people with disabilities should be fairly considered

for any job vacancy.

We are committed, wherever possible, to making sure people with

disabilities are supported and encouraged to apply for employment

and able to work successfully at Airtel Africa.

Important events since the end of the

ﬁnancial year

Details of important events aﬀecting the Group which have occurred

since the end of the ﬁnancial year are set out in the strategic report

and on page 235, note 36 to the consolidated ﬁnancial statements.

GOVERNANCE REPORT

142

Airtel Africa plc

Annual Report and Accounts 2023

Our auditor

Deloitte LLP have conﬁrmed their willingness to continue as our

auditor. Following our Audit and Risk Committee’s review of their

eﬀectiveness (described on page 126), we’ll propose at our AGM that

we reappoint Deloitte.

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 provided limited non-audit services during

the year in line with our policy as described in the Audit and Risk

Committee report – see page 127.

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 controls, 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 2018 UK Corporate Governance

Code. This is covered in more detail in the Audit and Risk Committee

report – see pages 117-127.

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 (AGM)

Our AGM will be live streamed on Tuesday 4 July 2023 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 2023

notice of the AGM 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

10 May 2023

143

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ responsibilities statement

The directors are responsible for preparing the Annual Report

and the ﬁnancial statements in accordance with applicable law

and regulations.

Company law requires the directors to prepare ﬁnancial statements

for each ﬁnancial year. Under that law, the directors are required to

prepare our ﬁnancial statements in accordance with UK adopted

international accounting standards in line with the requirements of

the Companies Act 2006. We have elected to prepare the company’s

ﬁnancial statements in accordance with UK Generally Accepted

Accounting Practice (GAAP), including FRS 101 Reduced Disclosure

Framework. Under company law, the directors must not approve the

accounts unless satisﬁed that they give a true and fair view of the state

of aﬀairs of our company and of our proﬁt or loss for that period.

In preparing our company’s ﬁnancial statements, the directors are

required to:

•

Select suitable accounting policies and then apply them consistently

•

Make judgments and accounting estimates that are reasonable

and prudent

•

State whether applicable UK Accounting Standards have been

followed, subject to any material departures disclosed and explained

in the ﬁnancial statements

•

Prepare the ﬁnancial statements on the going concern basis

unless it is inappropriate to presume that Airtel Africa will continue

in business

In preparing the Group ﬁnancial statements, International Accounting

Standard 1 requires that directors:

•

Properly select and apply accounting policies

•

Present information, including accounting policies, in a way that

provides relevant, reliable, comparable and understandable

information

•

Provide additional disclosures when the speciﬁc requirements in

IFRSs do not enable readers to understand the impact of particular

transactions, other events and conditions on our ﬁnancial position

and ﬁnancial performance

•

Make an assessment of our ability to continue as a going concern

The directors are responsible for keeping adequate accounting

records that show and explain the company’s transactions and

disclose with reasonable accuracy at any time our ﬁnancial position.

These records must also enable them to ensure that the ﬁnancial

statements comply with the Companies Act 2006. Directors are also

responsible for safeguarding the assets of the company and for taking

reasonable steps to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of

the corporate and ﬁnancial information included on our website.

UK legislation governing the preparation and dissemination of

ﬁnancial statements may diﬀer from legislation in other jurisdictions.

Responsibility statement

We conﬁrm that to the best of our knowledge:

•

The ﬁnancial statements, prepared in accordance with the

relevant ﬁnancial reporting framework, give a true and fair

view of the assets, liabilities, ﬁnancial position and proﬁt or

loss of the company and the undertakings included in the

consolidation taken as a whole.

•

The strategic report includes a fair review of the development

and performance of the business and the position of the

company and the undertakings included in the consolidation

taken as a whole, together with a description of the principal

risks and uncertainties that they face.

•

The Annual Report and ﬁnancial statements, taken as a

whole, are fair, balanced and understandable and provide

the information necessary for shareholders to assess the

company’s position and performance, business model

and strategy.

This responsibility statement was approved by the Board of

directors on 10 May 2023 and is signed on its behalf by:

Olusegun Ogunsanya

Chief executive oﬃcer

10 May 2023

GOVERNANCE REPORT

144

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ remuneration report

Chair’s introduction

I’m pleased to present the Remuneration Committee’s report for

2022/23.

Performance outcomes for the year

To recap on the performance as described in the strategic report, this

year Airtel Africa delivered a strong performance, with double-digit

revenue, underlying EBITDA and operating free cash ﬂow growth.

Airtel Africa has delivered on growth opportunities despite

macroeconomic volatilities, with the customer base growing to

140m customers.

Annual bonuses for 2022/23 were based on a scorecard of measures:

net revenue (35%), EBITDA (35%), operating free cash ﬂow (10%)

and ESG and Governance objectives (20%). Given the Group’s strong

performance with 18.3% growth in net revenue on a constant

currency basis, 17.3% growth in underlying EBITDA and 18.6% 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 page 156 for details.

As a result, bonuses of 74.45% of maximum were awarded to our CEO

and our CFO. One-third of the bonuses will be deferred into shares for

two years.

Our CFO was granted an award in 2020 which vested subject to

performance up to 31 March 2023. This award vested at 100%.

See page 157 for details.

Considering formulaic outcomes

Our committee reviewed the formulaic outcomes against the bonus

and LTIP targets and decided that these were a fair reﬂection of the

overall performance achieved for shareholders. We conﬁrm that in

assessing performance against the targets, no discretion was applied

to the outcome and that the policy operated as intended.

Review of the policy in 2022/23

Last year, we made minor amendments to the policy before its expiry

in order to incorporate best practice features. However, we did not

conduct a full review of the policy at that time.

The current policy provides for base salary, beneﬁts, pension, annual

bonus and long-term incentive awards (LTIP) and allows long-term

incentive awards to be delivered in a mix of performance shares (PSP)

and restricted shares (RSU) with a performance underpin. It includes

best practice features such as bonus deferral, post-vesting holding

periods, in-employment and post-employment shareholder

requirements, and malus and clawback.

This policy received strong support from our shareholders, having

received 94.98% of votes in support of its adoption at the 2023 AGM.

Now, in line with our normal review schedule, we have reviewed the

policy to ensure it continues to support our strategic goals for the next

three years.

Since the IPO, our remuneration policies have provided headroom to

allow incentive levels to increase in line with the achievement of our

ambitious growth plans. In accordance with this approach, the policy

maximum has been set above the intended grant level. Since the IPO

actual incentive opportunities have been below the maximum levels

and have not increased in the last three years even though Airtel Africa

has grown and even exceeded its growth targets.

This report sets out the remuneration policy for our

directors, what they’ve been 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 (also part of the annual remuneration

report), and gives an overview of our 2022/23

approach and policy.

Part 2

The directors’ remuneration policy – this sets out

the proposed remuneration policy for our CEO,

CFO, chair and non-executive directors, which will

be submitted for shareholder approval 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 2022/23, the remuneration received by

directors for the year and how the policy will be

applied in 2023/24. This report will be put to an

advisory shareholder vote at the AGM.

All amounts in this report are in US dollars ($), unless stated

otherwise.

Doug Baillie

Chair, Remuneration Committee

145

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ remuneration report

continued

Airtel’s strong growth since IPO has now resulted in the policy

maximum LTIP level falling behind market median for a company

of Airtel’s size. Moreover, the current policy maximum will be a

constraining factor in delivering remuneration at market levels as

Airtel continues to grow.

As a result, we are proposing a new policy which seeks to achieve the

following goals:

(a)

Bring total target remuneration to market levels, which is supported

by Airtel’s strong performance.

(b)

Continue to provide headroom so that incentive opportunities can

be increased if Airtel continues to achieve its ambitious growth

targets over the next three years.

(c)

Introduce diﬀerentiation in incentive levels between the CEO and

other executive directors.

(d)

Continues to weight variable remuneration towards the long-term

components.

(e) Continues to support our entrepreneurial culture.

In addition, the next three years will include some major strategic goals

fundamental to our growth strategy, such as the IPO of Airtel Money.

As a result, the new policy will also include a facility to motivate and

reward the achievement of these goals, as these will not necessarily

lend themselves to being covered by our existing annual bonus or LTIP.

Proposed changes to the Directors’

Remuneration Policy and amendment to

the rules of the long-term incentive plan

As a result of the review of the remuneration policy, the Committee is

proposing the following changes to the current remuneration policy:

(a)

Diﬀerentiate annual bonus opportunities for the CEO and other

executive directors by reducing the annual bonus policy maximum

for other executive directors.

(b)

Increase and diﬀerentiate the policy maximum LTIP award levels for

the CEO and other executive directors.

(c)

Place a cap on annual RSU award levels within the overall maximum

LTIP award levels.

(d)

Introduce a facility for a one-oﬀ exceptional award opportunity

to incentivise a strategic initiative (such as a successful IPO of

Airtel Money).

This policy would be implemented in a similar manner to our previous

policies. Incentive levels will initially be set below the policy maximum

levels, and will result in total target remuneration for each executive

director which is around the market median level for companies of

similar market cap to Airtel Africa, and whilst taking into account

remuneration levels at like-minded direct comparators in Africa, which

include Vodacom, MTN Safaricom and Orange Africa. This approach

of providing headroom in the policy provides the necessary ﬂexibility

for a company with high growth ambitions.

In order to enable the company to make one-oﬀ exceptional awards

under the new policy, shareholders will be asked to approve certain

amendments to the rules of our existing long-term incentive plan at

our 2023 AGM.

Applying the new policy in 2023/24

Salaries for the CEO and the CFO will be increased by 5%, which is

below the planned increase for employees which is slightly above 8%.

Maximum bonus opportunity is capped at 200% of base salary for

the CEO, and 175% of base salary for the CFO, under the new policy,

if approved by shareholders at the 2023 AGM. The actual 2023/24

bonus opportunities for the executive directors will be set below

these policy maximum levels. The 2022/23 target bonus will be set

at 75% of base salary for the CEO and 70% of salary for the CFO.

In line with the policy, one-third of any bonus will be deferred into

shares for two years. 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 levels

permitted under the new policy, if approved by shareholders at the

2023 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 CFO), and restricted stock units (with a face value of

50% of salary for the CEO and 40% of salary for the CFO). These

increases will bring the CEO and CFO target remuneration to around

market median levels, and deliver the majority of the increase in

performance-linked long-term remuneration. We believe that a

signiﬁcant proportion of pay should be tied to performance. 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 2022/23, three performance conditions will apply to the

performance shares: relative TSR (20%), underlying EBITDA (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.

During the next three years, a successful IPO of Airtel Money is a

strategic priority and will create signiﬁcant value for Airtel Africa

shareholders. Given the importance of this goal, and the role which

the executive directors play in its achievement, the committee

intends to grant a one-oﬀ incentive award linked to a successful listing.

This incentive will sit alongside the annual bonus and PSP awards,

which are designed to incentivise the successful management of

the remaining businesses, and its key terms are as follows:

(a) Award of equity in Airtel Money shares

(b)

Award will vest on IPO subject to this not being later than three

years from grant and subject to the meeting of performance

targets linked to the IPO price, (which will be disclosed

retrospectively) and continued employment. If the IPO does

not occur within three years from grant, the award will lapse

(d) Award is subject to a one year post-vesting holding period

No vesting will occur if a threshold IPO price which creates signiﬁcant

value for shareholders is not achieved. The award will align the

remuneration of executive directors with Airtel Africa’s current

strategic priorities and the interests of shareholders.

GOVERNANCE REPORT

146

Airtel Africa plc

Annual Report and Accounts 2023

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 2022/23

During the ﬁnancial year, the committee:

•

Agreed annual salary increases and reviewed senior executive

remuneration

•

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 CFO

•

Drafted and agreed the directors’ remuneration report

•

In line with our three-year cycle reviewed and updated the

Remuneration Policy for approval with shareholders at the AGM

•

Received training in key areas of the UK Corporate Governance

Code and The Investment Association’s guidance

•

Held regular updates on latest investor thinking and emerging and

future remuneration trends, including the expected impact of ESG

trends on remuneration

Shareholder consultation

Shareholders were consulted during the year on the proposed policy

and its implementation. Letters were sent to major shareholders and

voting advisory bodies in order to explain the rationale for the policy

changes and understand the views of our shareholders. Only a

minority of shareholders who were contacted decided to participate

in the consultation, and the chair of the Remuneration Committee

responded to their questions through correspondence and meetings.

Shareholders’ main questions related to the rationale for the special

incentive arrangement, why the policy maximum levels were being

positioned above market median, and how the comparator group

for benchmarking purposes had been selected. The responses to

shareholders were in line with the information provided earlier in this

annual statement on each of these topics.

Engaging with employees

The report on pages 132 and 137 explains 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 CEO, including employee remuneration.

Eﬀectiveness

The external Board evaluation reviewed our committee’s

eﬀectiveness and sought feedback from the committee members.

We discussed the output of the evaluation, which concluded that

we continued to operate eﬀectively throughout the year. We also

conﬁrmed our intended areas of focus for the year ahead.

2022/23 evaluation

Outcome

Key themes and areas for focus

Action

Remuneration Committee

Areas of focus

Priorities for change

We will focus our Board on ensuring greater

gender diversity across our executive and

senior management teams through our choice

of ESG metrics; and we will continue to keep

the Remuneration Committee up to date with

best practice and external developments.

Conclusion

The past year has once again demonstrated the strong resilience

of all of Airtel Africa’s employees. The company has maintained its

position as one of the fastest growing and most proﬁtable mobile

communications company in Africa and made very good progress

in embedding its sustainability plan in all it does. Importantly it has

continued to live out its purpose of delivering vital services and helping

to transform the lives of all its stakeholders.

The implementation of the policy, as set out above, will motivate and

reward the achievement of our strategic goals by increasing the

portion of variable remuneration linked to three-year performance

measures, by including a new incentive linked to the successful IPO

of Airtel Money, and by bringing remuneration closer to market

median levels. This planned implementation will result in total target

remuneration for the CEO and CFO around or below market median

levels, when compared to companies of similar size.

I would like to thank my fellow committee members for their continued

diligence and dedication. We look forward to seeing your support

for the new policy and 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 2023 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 (see page 251 for contact details).

Doug Baillie

Chair, Remuneration Committee

10 May 2023

147

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Annual Report and Accounts 2023

Directors’ remuneration report

continued

2022/23 performance

Annual bonus outcomes

Link between remuneration and business strategy – metrics for 2023/24

Long-term incentive plan

Single ﬁgure of remuneration ($000s)

Summary of remuneration

Net revenue

18.3%

up on last year in constant currency

$4,760m

Underlying EBITDA

17.3%

up on last year in constant currency

$2,688m

Operating free cash ﬂow

18.7%

up on last year in constant currency

$1,942m

Bonus outcome as % of maximum

Segun Ogunsanya

Jaideep Paul

74%

Olusegun Ogunsanya

$1,404

$2,434

Jaideep Paul

$1,590

$2,243

All amounts are in $million

Weighting

Threshold

Target

Maximum

Outcome (%)

Net revenue

35%

4,565

4,682

4,799

4,760.1 (29.2%)

Underlying EBITDA

35%

2,564

2,641

2,726

2,688.5 (27.3%)

Operating free cash ﬂow

10%

1,814

1,891

1,976

1,940.6 (7.95%)

Non-ﬁnancials CEO

Details on

page 156

20%

(10%)

Non-ﬁnancials CFO

Details on

page 156

20%

(10%)

Only legacy LTIP awards which were granted to the CEO and CFO

prior to their appointment as directors vested during the year. Only

one of these awards granted to the CFO had a performance period

covering his time as a director, and this is included in the single ﬁgure

table on page 155. The CFO’s ﬁrst award granted in his current role

will vest in 2024, and the ﬁrst award to the CEO will vest in 2025.

See pages 162 and 163 for details of their legacy LTIP awards.

Annual bonus

Measure

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-ﬁnancials

20%

Indicator of the performance

of the organisation in key

non-ﬁnancial areas

Special one-oﬀ incentive

Measure

Weighting

Why chosen

IPO price

100%

Measures additional value

created for Airtel Africa

shareholders on an IPO of

Airtel Money

Long-term incentive plan

Measure

Weighting

Why chosen

TSR, relative to a peer

group of competitors

For grants in 2023, 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

Underlying

EBITDA

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

2021/22

(part year)

2022/23

2021/22

(part year)

2022/23

GOVERNANCE REPORT

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Annual Report and Accounts 2023

Proposed remuneration structure for 2023/24

Component

Purpose and link to strategy

23/24

24/25

25/26

26/27

27/28

28/29

Deferral and holding

requirements

Proposed implementation

for 2023

Base salary

Beneﬁts

(including

pension)

Annual bonus

Long-term

incentive plan

– PSUs

Long-term

incentive plan

– RSUs

Special one-oﬀ

incentive

Shareholding

requirement

To recruit and reward

executive directors of a

suitable calibre for the role

To provide market

competitive beneﬁts

To incentivise and reward

annual performance

achievements. To also

provide sustained alignment

with shareholders through

a component deferred in

To incentivise and reward the

delivery of the company’s

strategic objectives and

provide further alignment

with shareholders through

the use of shares

To incentivise a successful

IPO of Airtel Money

To further align the interests

of executive directors with

those of shareholders

n/a

Deferral of

one-third of

any bonus

Two-year post-

vesting holding

period

One-year post-

vesting holding

period

CEO: $1,008,788

CFO: $642,758

Beneﬁts in line with

policy

CEO: 150% of salary

maximum

CFO: 140% of salary

maximum

Metrics

Net revenue, underlying

EBITDA, operating free

cash ﬂow, non-ﬁnancial

CEO grant: 150% of

salary in PSP and 50%

of salary in RSUs

CFO grant: 100% of

salary in PSP and 40%

of salary in RSUs

Metrics

TSR, relative to a peer

group of competitors,

Net revenue,

Underlying EBITDA,

RSU underpin: operating

free cash ﬂow

75% of base salary for

CEO and CFO

Metrics

IPO price

CEO: 250% of salary

CFO: 200% of salary

The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2023/24 directors’ remuneration report for the annual bonus,

and at the time of performance measurement for the LTIP and special one-oﬀ incentive.

Vesting is on IPO providing no later than three years from grant, followed by a one-year holding period.

Deferral period

Holding period

Summary of remuneration

149

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Annual Report and Accounts 2023

Directors’ remuneration report

continued

Directors’ remuneration policy

This sets out the policy which will be submitted for shareholder

approval 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 diﬀers from the previous shareholder approved policy in the

following key areas:

•

Diﬀerentiation in the maximum annual bonus opportunities allowed

under the policy.

•

Increase in the LTIP opportunity allowable under the policy to

provide headroom over the next three years for larger award

sizes if Airtel Africa continues to deliver high levels of growth.

These opportunities will not be used in full in FY2023/24.

•

Cap on RSU opportunity of 50% of base salary.

•

Introduction of a facility for one-oﬀ awards linked to key

strategic initiatives

There are other minor wording changes to make sure the policy is clear

and easily understood.

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.

Part 2

Executive directors’ remuneration policy table

Purpose and link

to strategy

How we assess performance

Maximum opportunity

Base salary

To recruit and

reward executive

directors of a

suitable calibre

for the role and

duties required

Normally reviewed annually by committee, taking account of company and

individual performance, changes in 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.

There is no prescribed

maximum salary or

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 in 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.

GOVERNANCE REPORT

150

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Annual Report and Accounts 2023

Part 2

Purpose and link

to strategy

How we assess performance

Maximum opportunity

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 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

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 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 underpin

set by the committee before each grant. Awards granted in 2022 will require

positive operating free cash ﬂow over three ﬁnancial years.

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.

151

Airtel Africa plc

Annual Report and Accounts 2023

Directors’ remuneration report

continued

Purpose and link

to strategy

How we assess performance

Maximum opportunity

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

•

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

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.

Change from previous

policy

: New element of

remuneration.

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 rights 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. For 2023 these will comprise

net revenue (35%), underlying EBITDA (35%), operating free cash ﬂow

(10%), and non-ﬁnancial objectives (20%) as key indicators of our

growth, proﬁtability and ﬁnancial health. 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.

Part 2

GOVERNANCE REPORT

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Annual Report and Accounts 2023

The performance conditions for the PSP in 2023/24 are based on

relative TSR against the MSCI Emerging Markets Communication

Services Index (20%), net revenue (40%) and underlying EBITDA

(40%). The underpin for grants of RSUs are based on operating

free cash ﬂow. These measures 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 – for more on these targets,

see page 157. The committee reviews the choice of performance

measures and the appropriateness of the performance targets and

TSR peer group before each PSP grant. While diﬀerent performance

measures and/or weightings may be applied for future awards, 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

Segun Ogunsanya

1 October 2021

10 years

Jaideep Paul

1 June 2021

10 years

Approach to remuneration for 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 on page 150.

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.

Part 2

153

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Annual Report and Accounts 2023

Directors’ remuneration report

continued

Remuneration scenarios at diﬀerent performance levels

These charts illustrate the total potential remuneration for the CEO and CFO at three performance levels.

Remuneration scenarios ($000)

Chief Executive Oﬃcer

$1,432

Minimum

Target

Maximum

Fixed pay

Max with 50%

share price

growth for LTI

100%

$3,903

37%

19%

34%

10%

$5,719

36%

13%

26%

25%

$6,728

46%

11%

22%

21%

Chief Financial Oﬃcer

$800

Minimum

Target

Maximum

Max with 50%

share price

growth for LTI

100%

$2,101

38%

21%

30%

11%

$3,082

30%

29%

16%

26%

$3,531

38%

14%

25%

23%

Annual bonus

Long-term incentives

One-oﬀ strategic award

1 Assumptions:

Minimum

= ﬁxed pay only (salary + beneﬁts + pension)

On-target

= 50% vesting of maximum bonus and 55% for PSP awards and 100% for RSUs

Maximum

= 100% vesting of maximum bonus and LTIP awards

Salary levels (on which other elements of the package are calculated) are based on those applying on 1 April 2023 and incentive levels are based on the implementation

levels for 2023/24.

Beneﬁt values exclude the costs of business travel and accommodation

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 maximum with 50% share price growth column

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 be 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. All directors were appointed for a ﬁxed term ending on the date

of our 2022 AGM and were renewed for a further three years, with

the exception of Kelly Bayer Rosmarin and Tsega Gebreyes who have

letter of appointment end dates of 27 October 2023 and 12 October

2024 respectively reﬂecting their date of appointment to the Board.

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.

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Part 3

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:

•

Executive directors’ and non-executive directors’ remuneration and associated footnotes on page 158

•

The table of share awards granted to executive directors and associated footnotes on page 156

•

The statement of directors’ shareholdings and share interests on page 161

2022/23 remuneration of directors (audited)

This table sets out the total remuneration for the executive directors for the year ended March 2023.

All amounts are in $’000

Base salary

Beneﬁts

Pension

contribution

Annual

bonus

LTIP

5,6

Other

Total ﬁxed

Total

variable

Total

Segun Ogunsanya

2022/23

952

322

1,064

–

1,370

1,064

2,434

2021/22

458

214

686

–

718

686

1,404

Jaideep Paul

2022/23

607

157

–

633

846

–

764

1,479

2,243

2021/22

486

165

–

680

259

–

651

939

1,590

Notes

From the date of joining the Board on 1 October 2021.

From the date of joining the Board on 1 June 2021.

Segun’s beneﬁts included ($’000) of: expatriate housing beneﬁt of $247, car beneﬁt value of $71, and insurance costs of $5. Jaideep Paul’s beneﬁts included ($’000) of:

expatriate housing of $69, car of $58, expatriate home leave tickets entitlement of $25 and insurance costs of $5.

Only Segun Ogunsanya receives a pension contribution of 10% of his salary – this is in in accordance with his legacy arrangements which reﬂect statutory requirements

for employees in his home location of Nigeria.

For Jaideep Paul, the 2022/23 ﬁgure includes 397,590 PSU awards and 198,795 RSU awards which were granted on 30 October 2020 and will vest in 2023. 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 2023. The value of these awards has been estimated using the average price of Airtel Africa shares between 1 January 2022 and 31 March 2022. For 2022/23,

the total value estimated attributable to share price appreciation is $550,900.

The 2021/22 LTIP value for Jaideep Paul has been restated based on the share price of $1.941 on the vesting date of 01 June 2022. For the 2021/22 LTIP the total value

estimated attributable to share price appreciation is $124,401. Last year’s report contained an estimate of the level of vesting for the TSR element of these awards. It was

estimated that 100% of the shares subject to the TSR performance condition would vest, and this estimate has since been conﬁrmed, as Airtel Africa’s TSR of 26% per

annum over the performance period placed it ﬁrst amongst the three comparators and exceeded the 10% per annum requirement for full vesting. The value in last year’s

report was estimated using an average share price.

Annual bonus

Airtel Africa delivered strong performance, exceeding the targets in all key ﬁnancial metrics. Revenue growth in constant currency continued to

grow double digit, as did underlying EBITDA and operating free cash ﬂow. In more detail, revenue grew by 18.3%, underlying EBITDA grew by

17.3%, and operational free cash ﬂow grew by 18.6%.

Performance was equally strong across all the key operational KPI’s. Total customer base increased to 140 million (up 9%), as the penetration

of mobile data and mobile money services continued to rise, driving up the data and the mobile money customer base. The mobile money

business performed strongly with annualised transaction value reaching nearly $102bn, as Airtel Africa continues to drive ﬁnancial inclusion in

the continent. It is in this context that we have assessed the performance achieved against the incentive targets. The strong in-year performance

resulted in performance for all ﬁnancial measures falling in between the target and stretch levels set at the beginning of the year. As a result,

a bonus between target and the maximum level has been awarded, of which one-third will be deferred into shares for two years.

155

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Annual Report and Accounts 2023

Directors’ remuneration report

continued

2022/23 bonus outcomes (audited)

Bonus performance measures

Net revenue

Underlying

EBITDA

Operating

free cash ﬂow

(OFCF)

Personal

Total

Weighted total

35%

10%

20%

100%

Outcomes (weighted % of maximum)

29.2%

27.3%

7.95%

Segun Ogunsanya (weighted % of maximum)

10.0%

74.45%

Jaideep Paul (weighted % of maximum)

10.0%

74.45%

Financial objectives

Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash ﬂow (OFCF) ranges set

for 2022/23.

All amounts are in $million

Weighting

(%)

Threshold

(30%)

Target

(50%)

Maximum

(100%)

Actual

Net revenue

35%

4,564.7

4,681.7

4,798.8

4,760.1

EBITDA

35%

2,563.7

2,641.3

2,725.5

2,688.5

OFCF

10%

1,813.7

1,891.3

1,975.5

1,940.6

All targets and achievements are in constant currency as at 31 March 2022.

Personal objectives

Personal objectives for the executive directors during the year are as follows:

Weighting (%)

Target

Performance achieved

Outcome

(weighted % of

maximum)

Segun

Ogunsanya

ESG – Our People

10%

Proportion of female employees

Threshold: 27%

Target: 28%

Maximum: 29%

26%

Compliance

10%

Threshold: 66

Target: 70

Maximum: 74

80.1

10%

Jaideep Paul

ESG – Our People

10%

Proportion of female employees

Threshold: 27%

Target: 28%

Maximum: 29%

26%

Internal audit score for ﬁnance

10%

Threshold: 66

Target: 70

Maximum: 74

85.7

10%

All targets and achievements are in constant currency as at 31 March 2022

Annual bonus awarded

Name

Awarded

in cash

Awarded

in shares

Total

Segun Ogunsanya

709.6

354.8

1,064.4

Jaideep Paul

422.0

211.0

633.0

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Long-term incentive plan (LTIP) (audited)

LTIP awards granted in 2022/23

During the year, Segun Ogunsanya and Jaideep Paul were granted the following LTIP awards on 28 June 2022.

Type of award

Maximum

number

of shares

Share price used

to determine

level of award

Face value

Face value as a

% of salary

Threshold

vesting

End of the

performance period

Segun Ogunsanya

2022 LTIP – PSU

514,688

$1.6814

$865,396

90%

25%

31 March 2025

2022 LTIP – RSU

228,750

$1.6814

$384,620

40%

100%

31 March 2025

Jaideep Paul

2022 LTIP –PSU

273,281

$1.6814

$459,495

75%

25%

31 March 2025

2022 LTIP – RSU

127,531

$1.6814

$214,431

35%

100%

31 March 2025

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%), 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 in

the market. 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.

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 they’re no longer considered commercially sensitive. This will be no later than

the year in which the awards vest. Our targets are based on the 2022/23 three-year plan and will require competitive market-leading growth in

net revenue at target with more than 5% up and down to threshold and maximum. The underlying EBIT 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 applying to the 2022 performance share plan (PSP) awards

Metric

Weighting

Threshold (25%)

Target (50%)

Maximum (100%)

Net revenue (CAGR %)

40%

Target minus more

than 5%

Based on 3-year plan

Target plus more

than 5%

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

Share awards vesting in relation to 2022/23

The CFO was granted a RSU award over 198,795 shares subject to an Operating free cash ﬂow performance underpin, and a PSP award over

397,590 shares on 30 October 2020 subject to performance measured to the end of 31 March 2023 against the following conditions:

All amounts are in US$million

Metric

Weighting by

tranche

Below

threshold

(0%)

Threshold

(25%)

Target

(50%)

Maximum

(100%)

Actual

achievement

(of maximum)

2020 LTIP awards –

PSP-ﬁnancial

Net revenue CAGR

40%

<11.6%

11.6%

13.6%

15.6%

21.1%

100%

Increase in Underlying

EBITDA Margin

40%

<40 basis

points

40 basis

points

80 basis

points

120 basis

points

470 basis

points

100%

2020 LTIP awards –

PSP-TSR

Relative TSR

20%

<Median

Median

n/a

Upper

quartile

>Upper

quartile

100%

All targets and achievements are in constant currency

The underpin for the RSU awards required aggregate Operating free cash ﬂow to be positive over the three-year performance period ending on

31 March 2022. Over the three ﬁnancial years, aggregate Operating free cash ﬂow was $4,770m, which resulted in the underpin being satisﬁed.

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Directors’ remuneration report

continued

As a result the following awards will vest:

All amounts are

in $’000

Type of award

Applicable performance conditions

Maximum

number

of shares

Number

of shares

vesting

Estimated

value on

vesting

($000s)

Estimated value

attributable to

share price

diﬀerence

($000s)

Jaideep Paul

2020 LTIP

RSUs

Operating free cash ﬂow underpin

198,795

282

184

PSUs

Net Revenue CAGR

159,036

226

147

PSUs

Underlying EBITDA margin

159,036

226

147

PSUs

Relative TSR against comparator group

79,518

113

The estimated value on vesting is the average price of Airtel Africa’s shares in the period between 1 January 2023 to 31 March 2023: $1,419 (£1,168). The estimated

value attributable to share price diﬀerence is the change from the share price on the date of grant of $0.495 (£0.617).

2022/23 remuneration of non-executive directors (audited)

This table lists the non-executive directors’ remuneration in accordance with UK reporting regulations.

All amounts are in ’000

NED fees

Beneﬁts

(actual paid)

Total

As at 31 March

2023 $

Sunil Bharti Mittal

2022/23

£300

N/A

£300

$372

2021/22

£178

£56

£244

$303

Awuneba Ajumogobia

2022/23

£85

N/A

£85

$105

2021/22

£85

N/A

£85

$105

Douglas Baillie

2022/23

£90

N/A

£90

$112

2021/22

£90

N/A

£90

$112

John Danilovich

2022/23

£80

N/A

£80

$99

2021/22

£80

N/A

£80

$99

Andrew Green

2022/23

£90

N/A

£90

$112

2021/22

£90

N/A

£90

$112

Akhil Gupta

2022/23

£70

N/A

£70

$87

2021/22

£70

N/A

£70

$87

Shravin Bharti Mittal

2022/23

£70

N/A

£70

$87

2021/22

£70

N/A

£70

$87

Annika Poutiainen

2022/23

£80

N/A

£80

$99

2021/22

£80

N/A

£80

$99

Ravi Rajagopal

2022/23

£90

N/A

£90

$112

2021/22

£90

N/A

£90

$112

Kelly Bayer Rosmarin

2022/23

£70

N/A

£70

$87

2021/22

£70

N/A

£70

$87

Tsega Gebreyes

2022/23

£82

N/A

£82

$102

2021/22

£31

N/A

£31

$38

NED fees determined in pounds sterling.

Adjustable closing FX rate of GBP/USD on 31 March 2022 – £1 = $1.24. USD values for 2021/22 are restated using this FX rate to aid comparison.

Beneﬁts for 2021/22 are restated to reﬂect the ﬁnal value paid in respect of the year. Last year the beneﬁts were estimated in £000s as £67.

In line with Singtel Group Code of Conduct and Optus conﬂict of interest policies, Kelly Bayer Rosmarin’s fees are paid directly to Singtel Group.

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Our TSR performance from admission

The following graphs sets out our comparative TSR relative to the FTSE 250 and FTSE 100 indices from 28 June 2019 (the date of our listing)

to 31 March 2023, as required by UK reporting regulations. The FTSE 250 Index was chosen as a broad equity market index of which we were

a member from listing until early 2022. The FTSE 100 was chosen as the index of which we’re now a member.

100

150

200

250

Total shareholder return

Value (£) (based)

Airtel Africa

28/06/2019

31/03/2023

31/03/2022

31/03/2020

31/03/2021

FTSE 250

FTSE 100

This graph shows the value on 31 March 2023 of £100 invested in Airtel Africa on the date of admission (28 June 2019), compared with the

value of £100 invested in the FTSE 250 Index over the same time period.

CEO remuneration from our listing (28 June 2019)

This table sets out the single ﬁgure for the total remuneration paid to the CEO, together with the annual bonus payout and the LTIP payout (both

as a percentage of the maximum opportunity). Over time, the data in this table will show the CEO’s remuneration over a ten-year period. Financial

year 2021/22 is split between the two people acting as CEO during this period.

Raghunath Mandava

Segun Ogunsanya

2019/20

2020/21

2021/22

2022/23

Total remuneration ($’000)

$3,140

$3,608

$3,484

$1,404

$2,434

% of maximum bonus earned

60%

100%

74%

% maximum LTI vested

76%

100%

86%

N/A

From 28 June 2019 to 31 March 2020.

The 2020/21 single ﬁgure has been updated to reﬂect the value of the LTIP on vesting.

From 1 April 2021 to 30 September 2021. 2021/22 LTIP reﬂects the portion of outstanding LTIP awards which vested on cessation, after pro-rating.

From 1 October 2021 to 31 March 2022.

CEO pay ratio

As the majority of our employees are based in Africa, with only seven in the UK, we’re not required to publish a CEO pay ratio. Given the numbers

of employees in the UK versus those overseas and the fact that the people in the UK are mainly involved in operating our head oﬃce, the ratio

produced by comparing CEO remuneration with that of our UK employees is likely to be misleading. As such, we’ve decided not to publish this

information. However, the committee takes into account pay relativities, employee wellbeing when setting executive remuneration, and we aim

to be an employer of choice with a diverse and inclusive work environment that continues to foster a culture of high performance, wellbeing,

skills enhancement and coaching.

Part 3

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Directors’ remuneration report

continued

Percentage change in remuneration of the directors and employees

This table shows the percentage movement in the salary, beneﬁts and annual bonus for our directors between the current and previous

ﬁnancial year.

Percentage change in remuneration

elements from 2019/20 to 2020/21

Percentage change in remuneration

elements from 2020/21 to 2021/22

Percentage change in remuneration

elements from 2021/22 to 2022/23

Base salary/

fees

Beneﬁts

Bonus

Base salary/

fees

Beneﬁts

Bonus

Base

salary/fees

Beneﬁts

Bonus

Segun Ogunsanya

n/a

108%

50.5%

55.1%

Jaideep Paul

n/a

25%

-5%

-7%

Sunil Bharti Mittal

n/a

97%

n/a

69%

-100%

n/a

Awuneba Ajumogobia

n/a

Douglas Baillie

n/a

John Danilovich

n/a

Andrew Green

n/a

Akhil Gupta

n/a

Shravin Bharti Mittal

n/a

Annika Poutiainen

n/a

Ravi Rajagopal

n/a

Kelly Bayer Rosmarin

n/a

133%

n/a

Tsega Gebreyes

n/a

164%

n/a

Full-time employees

7,8

-8%

10%

-7%

24%

12%

The reduction in beneﬁts reﬂects currency movements, changes to the applicable tax rates and also reﬂects a reduction in home leave expenses due to the global

pandemic.

Joined the Board on 1 October 2021.

Joined the Board on 1 June 2021.

Fee increased from 1 November 2021.

Joined the Board on 27 October 2020.

Joined the Board on 12 October 2021.

Based on employees of the Group.

Provisional bonuses are used for year-on-year comparison.

Payments to past directors and payments for loss of oﬃce (audited)

No payments for loss of oﬃce were made during 2022/23. No payments to past directors were made in 2022/23 apart from those disclosed

in previous remuneration reports.

Relative importance of spend on pay

This table sets out, for the year ended 31 March 2023, the total cost of our employee remuneration and the total distributions to shareholders

through dividends.

$million

2021/22

2022/23

% change

Dividends

$169

$195

15%

Overall remuneration expenditure

$297

$287

-3%

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Non-executive directors’ remuneration

The table below summarises the fees payable to non-executive directors. During the year, our committee reviewed the Board fees. Following its

review, the committee decided not to increase fees.

Role

Annual fee

As at

31 March 2023

Board chair fee

£300,000

$372,000

Non-executive base fee

£70,000

$86,800

Additional fees

Committee chair fee

£20,000

$24,800

Supplement for senior independent director

£20,000

$24,800

Committee membership fee (one committee)

£10,000

$12,400

Committee membership fee (two committees)

£15,000

$18,600

NED fees determined in pound sterling.

Adjustable closing FX rate of GBP/USD on 31 March 2023 – £1 = $1.24.

Statement of directors’ shareholdings and share interests (audited)

The beneﬁcial and non-beneﬁcial share interests of our directors and their connected persons in line with regulations, as at 31 March 2022 and

31 March 2023 (or on appointment or departure to the Board if diﬀerent), are listed below.

Executive directors (audited)

Executive directors must build up and maintain a shareholding in Airtel Africa equivalent to 250% of their base salary within ﬁve years of being

appointed to the Board. Under the proposed policy, the CFO will be required to build and maintain a shareholding of 200% of their salary over the

same time period. While the executive director is building to this shareholding level, deferred bonus awards (net of expected taxes) that will apply

on vesting will count towards this requirement. LTIP shares that have vested and that are within the two-year post-vesting holding period will also

count on a net of tax basis.

To deal with unexpected circumstances, the committee has the discretion to make exceptions and allowances if it sees ﬁt.

Shareholding at

31 March 2022

Shareholding at

31 March 2023

Total

shareholding

as multiple of

salary (%)

Maximum

unvested

LTIPs

Unvested awards

subject to service

condition

Unvested

options

Vested but

not exercised

share options

Segun Ogunsanya

335,895

65%

1,805,492

466,441

705,632

Jaideep Paul

379,613

585,675

155%

1,569,787

375,918

751,086

Non-executive directors (audited)

Shareholding at

31 March 2022

Shareholding at

31 March 2023

Sunil Bharti Mittal

–

Awuneba Ajumogobia

–

Douglas Baillie

20,000

John Danilovich

460,000

548,000

Andrew Green

–

Akhil Gupta

–

Shravin Bharti Mittal

1, 2

292,424,330

Annika Poutiainen

30,000

Ravi Rajagopal

122,250

Kelly Bayer Rosmarin

–

Tsega Gebreyes

–

Sunil Bharti Mittal and Shravin Bharti Mittal do not have any direct shareholding in the company. Airtel Africa is an indirect subsidiary of Bharti Airtel, a listed company

in India. Sunil Bharti Mittal and Shravin Bharti Mittal are members of the Bharti Mittal family group which has an indirect shareholding in Bharti Airtel. Indian Continent

Investment and Bharti Global are held ultimately by the Bharti Mittal family group. Each of Bharti Airtel, Indian Continent Investment and Bharti Global hold voting rights

in Airtel Africa as set out on page 140 (major shareholders).

Shares held by Bharti Global, a connected person of Shravin Bharti Mittal for the purposes of this disclosure.

There has been no change in the interests of the directors and their connected persons between 31 March 2022 and the date of this report.

Part 3

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Directors’ remuneration report

continued

Committee governance

The Remuneration Committee is a formal committee of the Board. Its remit is set out in terms of reference available on our website:

www.airtel.africa. The committee reviews its performance against these terms each year and is satisﬁed that it has acted in line with

the terms of reference during the year.

Committee composition

Members throughout the year

Meeting

attendance

(5 meetings

in the year)

Douglas Baillie, chair

5 (5)

John Danilovich

5 (5)

Awuneba Ajumogobia

5 (5)

Tsega Gebreyes

5 (5)

Other regular attendees

•

Chief executive oﬃcer

•

Group head of HR

•

Company secretary

•

External remuneration consultants

The committee is authorised to seek information from any director and employee and to obtain external advice. The committee is solely

responsible for the appointment of external remuneration advisors and for the approval of their fees and other terms. The committee recognises

and manages conﬂicts of interest when receiving views from executive directors and other attendees, and no director or other attendee takes

part in any discussion about his or her personal remuneration.

In the year, Alvarez and Marsal (A&M) provided remuneration advice and benchmarking data to the committee. A&M were appointed in light

of the experience and expertise of their team in remuneration advisory work – and are expected to provide independent advice. A&M does not

undertake any other work for Airtel Africa and has no connection to the Board or any director. A&M have signed the Code of Conduct of the

Remuneration Consultants Group requiring the advice they provide to be objective and impartial. Total fees paid to A&M for the year in review

were £226k (excluding VAT) charged on a time and materials basis.

Sums paid to third parties for directors’ services

No sums were paid or received by third parties for the services of any director of Airtel Africa while acting as a director of the company or of any

our subsidiaries, or as a director of any other undertaking by our nomination, or otherwise in connection with the management of our company

or any undertaking during the year to 31 March 2023.

Share awards held by the executive directors (audited)

Segun Ogunsanya

Type of award

Maximum

unvested

awards

held on

31 March

2022

Awards

granted

during year

Vested

in year

Lapsed

Maximum

unvested

awards

held as at

31 March

2023

Date of

grant

Exercise

price

Vesting

date

IPO share options

235,212

Nil

235,212

Nil

3 July 2019

£0.8

1 June 2022

Replacement award – tranche 1

330,280

Nil

330,280

Nil

28 June 2021

Nil

28 June 2022

Replacement award – tranche 2

330,280

Nil

330,280

28 June 2021

Nil

28 June 2023

2021 LTIP – PSU

735,268

Nil

735,268

28 June 2021

Nil

28 June 2024

2021 LTIP – RSU

326,786

Nil

326,786

28 June 2021

Nil

28 June 2024

2022 Deferred bonus

Nil

136,161

Nil

136,161

28 June 2022

Nil

28 June 2024

2022 LTIP – PSU

Nil

514,688

Nil

514,688

28 June 2022

Nil

28 June 2025

2022 LTIP – RSU

Nil

228,750

Nil

228,750

28 June 2022

Nil

28 June 2025

Buyout of a previous cash-based incentive which was granted as an award of restricted shares with the same expected value as the fair value foregone, with vesting in two

equal tranches in June 2022 and 2023.

Part 3

GOVERNANCE REPORT

162

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Annual Report and Accounts 2023

Jaideep Paul

Type of award

Maximum

unvested

awards

held on

31 March

2022

Awards

granted

during year

Vested

in year

Lapsed

Maximum

unvested

awards

held as at

31 March

2023

Date of

grant

Exercise

price

Vesting

date

IPO Share options

250,362

Nil

250,362

Nil

3 July 2019

£0.8

1 June 2022

2019 LTIP awards – PSP-ﬁnancial

26,666

Nil

26,666

Nil

3 July 2019

Nil

1 June 2022

2019 LTIP awards – PSP-TSR

80,000

Nil

80,000

Nil

3 July 2019

Nil

1 June 2022

2019 LTIP – RSU

26,668

Nil

26,668

Nil

3 July 2019

Nil

1 June 2022

2020 LTIP – PSP

397,590

Nil

397,590

30 Oct 2020

Nil

30 October 2023

2020 LTIP – RSU

198,795

Nil

198,795

30 Oct 2020

Nil

30 October 2023

2021 LTIP – PSP

390,402

Nil

390,402

28 June 2021

Nil

28 June 2024

2021 LTIP – RSU

182,188

Nil

182,188

28 June 2021

Nil

28 June 2024

2022 LTIP – PSU

Nil

273,281

Nil

273,281

28 June 2022

Nil

28 June 2025

2022 LTIP – RSU

Nil

127,531

Nil

127,531

28 June 2022

Nil

28 June 2025

2022 Deferred bonus

Nil

134,954

Nil

134,954

28 June 2022

Nil

28 June 2024

One-oﬀ Share award

60,241

Nil

60,241

Nil

30 October 2020

Nil

30 Oct 2022

One-oﬀ Share award

240,964

Nil

240,964

30 October 2020

Nil

30 Oct 2023

One tranche of this award vested on 30 October 2022. As the award does not have any performance conditions, it is not included in the single ﬁgure of remuneration,

in accordance with the regulations.

Airtel Africa share price

The closing price of an ordinary share on the London Stock Exchange on 31 March 2023 was 106.5p, with the range between 1 April 2022 and

31 March 2023 being 104.6p to 170.9p.

Statement on voting at the 2021 Annual General Meeting (unaudited)

At our 15 July 2022 AGM, votes cast on the directors’ remuneration report and directors’ remuneration policy were as follows:

Percentage of votes cast

Number of votes cast

For

Against

For

Against

Withheld

Directors’ remuneration report

99.08%

0.92%

3,381,623,020

31,297,216

58,732,404

Directors’ remuneration policy

94.98%

5.02%

3,241,503,962

171,412,682

58,735,995

On behalf of the Board

Doug Baillie

Chair, Remuneration Committee

10 May 2023

Part 3

163

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Annual Report and Accounts 2023

FINANCIAL STATEMENTS

164

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Financial

statements

166

Independent auditor’s report

174

Consolidated statement of comprehensive income

175

Consolidated statement of ﬁnancial position

176

Consolidated statement of changes in equity

177

Consolidated statement of cash ﬂows

178

Notes to consolidated ﬁnancial statements

236

Company statement of ﬁnancial position

237

Company statements of changes in equity

238

Notes to company only ﬁnancial statements

165

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FINANCIAL STATEMENTS

166

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Annual Report and Accounts 2023

Independent auditor’s report

to the members of Airtel Africa plc

Report on the audit of the ﬁnancial

statements

1. Opinion

In our opinion:

•

the ﬁnancial statements of Airtel Africa plc (the ‘company’) and

its subsidiaries (the ‘Group’) give a true and fair view of the state

of the Group’s and of the company’s aﬀairs as at 31 March

2023 and of the Group’s proﬁt for the year then ended;

•

the Group ﬁnancial statements have been properly prepared

in accordance with United Kingdom adopted international

accounting standards and International Financial Reporting

Standards (IFRSs) as issued by the International Accounting

Standards Board (IASB);

•

the company ﬁnancial statements have been properly prepared

in accordance with United Kingdom Generally Accepted

Accounting Practice, including Financial Reporting Standard

101 “Reduced Disclosure Framework”; and

•

the ﬁnancial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the ﬁnancial statements which comprise:

•

the consolidated statement of comprehensive income;

•

the consolidated and company statements of ﬁnancial position;

•

the consolidated and company statements of changes in equity;

•

the consolidated cash ﬂow statement; and

•

the related notes 1 to 35 of the Group ﬁnancial statements and the

related notes 1 to 11 of the company ﬁnancial statements.

The ﬁnancial reporting framework that has been applied in the

preparation of the Group ﬁnancial statements is applicable law, United

Kingdom adopted international accounting standards and IFRSs as

issued by the IASB. The ﬁnancial reporting framework that has been

applied in the preparation of the parent company ﬁnancial statements

is applicable law and United Kingdom Accounting Standards, including

FRS101 ‘Reduced Disclosure Framework’ (United Kingdom Generally

Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on

Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under

those standards are further described in the auditor’s responsibilities

for the audit of the ﬁnancial statements section of our report.

We are independent of the Group and the company in accordance

with the ethical requirements that are relevant to our audit of the

ﬁnancial statements in the UK, including the 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. The non-audit services

provided to the Group and company for the year are disclosed in

note 8.1 in the Group ﬁnancial statements. We conﬁrm that we have

not provided any non-audit services prohibited by the FRC’s Ethical

Standard to the Group or the company.

We believe that the audit evidence we have obtained is suﬃcient and

appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters

The key audit matters that we identiﬁed in the

current year were:

•

Prepaid and Airtel Money (mobile money)

revenue

•

Airtel Money restricted cash; and

•

The classiﬁcation of legal cases.

Within this report, key audit matters are

identiﬁed as follows:

•

Newly identiﬁed

•

Increased level of risk

•

Similar level of risk

•

Decreased level of risk

Materiality

The materiality that we used for the Group

ﬁnancial statements was $65m which

represents 6.3% of proﬁt before tax (March

2022: 5.1% of proﬁt before tax) and 2.5%

(March 2022: 3%) of underlying earnings

before interest, tax, depreciation and

amortisation (underlying EBITDA).

Scoping

Our scope covered seventeen components.

Of these, three were full-scope audits.

Six components were subject to an audit

of speciﬁed account balances and seven

components were subject to analytical

review procedures. A further component is

the Group’s shared service centre in India.

The scope of this component was either a

full scope or an audit of speciﬁed account

balances depending on the scope of the

component managed at the shared service

centre. These covered 96% of Group proﬁt

before tax, 97% of Group revenue and 96%

of the Group total assets. Components

and balances not in scope were subject to

analytical procedures performed by the

Group audit team.

Signiﬁcant changes

in our approach

Airtel Money restricted cash has now been

included as a separate key audit matter given

the increase in size and prominence of the

Group’s mobile money business.

Going concern has not been included as key

audit matter this year given the continued

proﬁtability of the Group and the early

prepayment of bonds in the current year.

Gabon, Chad, Congo B, Rwanda, Seychelles

and Madagascar are now subject to

analytical review procedures this year as

these components are deemed not to be

signiﬁcant to the Group.

We tested the operating eﬀectiveness of

controls relating to IFRS16, the classiﬁcation

of legal and regulatory matters as well as the

consolidation process this year.

4. Conclusions relating to going concern

In auditing the ﬁnancial statements, we have concluded that the

directors’ use of the going concern basis of accounting in the

preparation of the ﬁnancial statements is appropriate.

Our evaluation of the directors’ assessment of the Group’s and

company’s ability to continue to adopt the going concern basis

of accounting included:

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Annual Report and Accounts 2023

•

Obtaining an understanding of the relevant controls over the

Group’s forecasting process;

•

Performing retrospective reviews of historical forecasts to assess

the reasonableness of the Group’s forecasting process;

•

Performing risk assessment procedures in response to the

economic disruption risk. This covered a period of at least twelve

months from the date of approval of the ﬁnancial statements;

•

Assessing the reasonableness of the anticipated impact of the

Group’s principal risks on the Group’s cash ﬂow projections and

how these were factored into the Group’s reasonable worst case

forecast, including: currency devaluation; a reduction in revenue

and proﬁt; and legal, tax and regulatory claims;

•

Assessing and challenging the assumptions used by the directors in

each of the cash ﬂow forecasts, considering our own expectations

based on our knowledge of the Group;

•

Assessing and challenging the key mitigating actions available,

including a reduction in capital expenditure and lower dividends

payouts;

•

Obtaining direct conﬁrmations of the value, duration and terms for

the Group’s undrawn committed facilities as at the year-end;

•

Recalculating the cash headroom available using undrawn

committed facilities in each of the scenarios prepared by

management and approved by the directors and testing the

integrity and mechanical accuracy of the going concern model; and

•

Assessing the appropriateness of the disclosures in the ﬁnancial

statements.

Based on the work we have performed, we have not identiﬁed

any material uncertainties relating to events or conditions that,

individually or collectively, may cast signiﬁcant doubt on the Group’s

and company’s ability to continue as a going concern for a period

of at least twelve months from when the ﬁnancial statements are

authorised for issue.

In relation to the reporting on how the Group has applied the UK

Corporate Governance Code, we have nothing material to add or

draw attention to in relation to the directors’ statement in the ﬁnancial

statements about whether the directors considered it appropriate to

adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections

of this report.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in our audit of the ﬁnancial statements of

the current period and include the most signiﬁcant assessed risks of material misstatement (whether or not due to fraud) that we identiﬁed.

These matters included those which had the greatest eﬀect on: the overall audit strategy, the allocation of resources in the audit; and directing

the eﬀorts of the engagement team.

These matters were addressed in the context of our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

5.1. Prepaid and mobile money revenue

Key audit matter

description

As set out in note 6 to the ﬁnancial statements, revenue of $5,255m (March 2022: $4,714m) is derived from the provision

of voice, data, mobile money and other services. These revenue streams account for $5,245m of revenue (March 2022:

$4,307m) with voice and data accounting for $4,278m (March 2022: $3,883m) of revenue and mobile money services

accounting for $540m (March 2022: $424m) of revenue.

88% of voice and data revenue derives from customers who subscribe to services on a prepaid basis. Mobile money

revenue relates to the commission earned on allowing customers to transfer funds and pay bills on the Group’s mobile

money IT platform, Mobiquity. The Group’s accounting policies on prepaid and mobile money revenue are set out in

note 2.21.

Due to the complexity of the Group’s revenue recording systems (IN for prepaid revenue and Mobiquity for mobile money)

and the volume of customer data, we identiﬁed a key audit matter relating to prepaid revenue, speciﬁcally (i) the correct

set up of tariﬀs on the applicable systems and (ii) the manual journal posting of revenue from the billing system to the

general ledger. For mobile money, we identiﬁed a key audit matter in relation to the accuracy of rates and tariﬀs within the

Mobiquity system. Errors in either would impact the accuracy of prepaid and mobile money revenue. We also identiﬁed a

fraud risk in respect of both matters.

How the scope

of our audit

responded to the

key audit matter

Our procedures involved:

•

Working with our IT specialists to understand the IT environment in which the revenue recording systems reside,

including interface controls between diﬀerent IT applications. This included the IN billing system for prepaid revenue

and the Mobquity IT platform for mobile money;

•

Testing the relevant controls over (a) approvals and maintenance of new plans in the IN billing system, and (b)

authorisation of rate changes and the maintenance of rates within the IN and Mobquity systems;

•

Testing the reconciliation process between the general ledger and IN and Mobiquity, including any manual

adjustments posted;

•

For prepaid revenue, testing a sample of call record validations to test the accuracy of prepaid revenue and the

resolution of exceptions in addition to performing independent call testing to evidence that the amounts charged

to the subscriber is consistent with the approved tariﬀs;

•

We analysed key movements in prepaid revenue recorded within the general ledger against cash collection in the billing

systems at the Group level;

•

For prepaid revenue, tested a sample of tarrifs set up in IN system;

•

For Airtel Money, tested a sample of tariﬀs set up in Mobiquity system; and

•

We also created our expectation of the Airtel Money revenue by considering the transactions and the applicable rates

and compared the actual revenue recorded with the expected revenue.

Key observations

Based on our work, we noted no signiﬁcant issues on the accuracy of prepaid and mobile money revenue recorded in

the year.

FINANCIAL STATEMENTS

168

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Annual Report and Accounts 2023

Independent auditor’s report

to the members of Airtel Africa plc continued

5.2. Mobile money restricted cash

Key audit matter

description

Airtel Money has been identiﬁed as a separate reportable segment for the year ended 31 March 2023 due to the growth

in this business together with changes to the Group’s organisational structure, including the separate reporting of the

results of mobile money to the Chief Operating Decision Maker (CODM) for the allocation of resources and assessment

of performance.

The Group holds cash on behalf of its mobile money customers, which is restricted for use by the Group. The total

restricted cash balance as at 31 March 2023 amounted to $617m (March 2022: $513m) and is presented as ‘balance

held under mobile money trust’ under cash and cash equivalents.

We identiﬁed a key audit matter and a fraud risk related to the existence of this restricted cash balance.

How the scope

of our audit

responded to the

key audit matter

Our procedures involved:

•

Testing the relevant controls around the exsistence and valuation of the Airtel Money restricted cash balance.

•

Obtained and tested the Airtel Money bank reconciliations, tracing the amounts held to external, independent

conﬁrmations.

•

Testing a sample of transactions at or around period end to ensure the transactions were appropriate and did not

constitute transfers into the Group’s own operating bank accounts.

Key observations

Based on our work, we noted no exceptions regarding the existence of the mobile money restricted cash balance.

5.3 Classiﬁcation of legal matters

Key audit matter

description

Management has recorded a provision of $7m (March 2022: $7m) in respect of legal claims against components

operating within complex jurisdictions. This is included in the total provision for legal and regulatory cases amounting

to $34m (March 2022: $51m) as set out in note 25 to the ﬁnancial statements. Contingent liabilities as at 31 March

2023 for legal claims in these jurisdictions amounted to $69m (March 2022: $70m) as described in Note 29 to the

ﬁnancial statements.

Airtel Africa has business operations in 14 countries across Africa, each with diﬀerent legal environments. Certain

components operate in higher-risk and complex jurisdictions than others. Each component maintains legal registers which

are updated on a monthly basis to summarise the current position of each legal case and to consider whether a legal case

is assessed as probable, possible or remote in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent

assets, and consequently whether a provision or contingent liability disclosure is required. Management of these matters

is frequently supported by external counsel in the local markets and the opinion of counsel is considered in assessing the

classiﬁcation of the matter as probable, possible or remote in accordance with IAS 37: Provisions, Contingent Liabilities

and Contingent assets.

Further information on the Group’s policies for legal matters, including the judgements taken, can be found in notes 2.19

and 2.20 of the ﬁnancial statements, and within the key source of estimation uncertainty disclosures in note 3.1. The Audit

and Risk Committee also comment on this area in their report on page 106.

We identiﬁed a key audit matter relating to the appropriate classiﬁcation and presentation of legal cases within the

ﬁnancial statements as remote (no disclosure), possible (contingent liability, note 29) and probable (provision, note 25) in

accordance with IAS 37, with a focus on components operating in complex jurisdictions. There is an incremental challenge

in predicting the outcome of the ongoing cases in these jurisdictions due to the signiﬁcant number of cases and the high

value of the claims. Management has exercised signiﬁcant judgement in determining their assessment of the outcome

and the accounting consequences thereon. As a result of these factors, we consider there to be a fraud risk associated

with this key audit matter due to susceptibility of the judgement to bias.

How the scope

of our audit

responded to the

key audit matter

Our procedures involved:

•

Obtaining an understanding of the relevant controls concerning the classiﬁcation of legal cases and testing the design,

implementation and operating eﬀectiveness of these controls;

•

Assessing a sample of cases and challenging whether the cases are appropriately classiﬁed as probable, possible or

remote based on IAS 37: Provisions, Contingent Liabilities and Contingent Assets;

•

Holding discussions with internal legal counsel and obtaining supporting evidence for a sample of cases;

•

Circularising external legal counsel for a sample of cases and checking their assessment of whether a case is

probable, possible or remote is appropriate. We also evaluated the competence, capability and objectivity of external

legal counsel;

•

Assessing the consistency and completeness of approach across each operating company by considering if there

is any precedent for similar cases to be settled within each jurisdiction, as well as current legal settlements; and

•

Evaluating the ﬁnancial statement disclosures, including the articulation of each material case.

Key observations

Based on the procedures performed we consider the classiﬁcation of legal cases as probable, possible and remote to

be appropriate.

We consider the provision and contingent liability disclosures within notes 25 and 29 of the ﬁnancial statements to

be appropriate.

169

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Annual Report and Accounts 2023

6. Our application of materiality

6.1 Materiality

We deﬁne materiality as the magnitude of misstatement in the ﬁnancial statements that makes it probable that the economic decisions of a

reasonably knowledgeable person would be changed or inﬂuenced. We use materiality both in planning the scope of our audit work and in

evaluating the results of our work.

Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows:

Group ﬁnancial statements

Parent company ﬁnancial statements

Materiality

$65m (March 2022: $62m)

$41m (March 2022: $33.5m)

Basis for determining

materiality

6.3% of proﬁt before tax (March 2022: 5.1% of proﬁt

before tax) and 2.5% of underlying EBITDA (March 2022:

3% of underlying EBITDA).

1% of net assets (March 2022: 1% of net assets ).

Rationale for the

benchmark applied

Proﬁt before tax is our primary benchmark as it impacts

distributable reserves and dividends, which is key for

investors. Underlying EBITDA is also a key performance

measure for the Group.

Airtel Africa plc is a holding company, which holds

investments in a number of subsidiaries. Thus, the primary

users of the company’s ﬁnancial statements are the

Group’s shareholders and the directors and management

of its holding company (Bharti Airtel Limited) and ultimate

holding company (Bharti Enterprises (Holding) Private

Limited which is held by the private trusts of the Bharti

family). We therefore considered net assets to be the most

appropriate benchmark given the primary purpose of the

company is a holding company.

Proﬁt before tax

$1,034m

$65m

Group materiality

$3.3m

Audit and Risk Committee

reporting threshold

Proﬁt before tax

Group materiality

$3m to $49m

Component materiality range

6.2 Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected

misstatements exceed the materiality for the ﬁnancial statements as a whole.

Group ﬁnancial statements

Parent company ﬁnancial statements

Performance

materiality

65% (March 2022: 60%) of Group materiality

65% (March 2022: 60%) of parent company materiality

Basis and rationale

for determining

performance

materiality

In determining performance materiality, we considered the following factors:

a. Our experience of auditing the Group: this is the ﬁfth year of our audit of the consolidated ﬁnancial statements and

fourth year of auditing the Group as a listed entity on the London Stock Exchange;

b. Our ability to visit component management and component audit teams in India, Dubai and Africa during the year

following the easing of covid-related travel restrictions; and

c. The maturity of the Group’s control environment.

As a result of these factors, we increased performance materiality to 65% of Group materiality (March 2022: 60% of

Group materiality). We applied the same approach in calculating parent company materiality.

6.3 Error reporting threshold

We agreed with the Audit and Risk Committee that we would report to the Committee all audit diﬀerences in excess of $3.3m (March 2022:

$3.1m), as well as diﬀerences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and

Risk Committee on disclosure matters that we identiﬁed when assessing the overall presentation of the ﬁnancial statements.

FINANCIAL STATEMENTS

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Annual Report and Accounts 2023

Independent auditor’s report

to the members of Airtel Africa plc continued

7. An overview of the scope of our audit

7.1 Identiﬁcation and scoping of components

Our component audit scope requires us to (a) achieve suﬃcient

coverage across the Group to address the key risk areas and (b)

meet the requirements of ISA (UK) 600 to plan and oversee the work

performed by component audit teams. Our Group audit was scoped

on an entity-level basis, assessing components against the risk of

material misstatement at the Group level. We also considered the

quantum of ﬁnancial statement balances and individual ﬁnancial

transactions of a signiﬁcant nature. In performing our assessment,

we have considered the geographical spread of the Group and risks

presented within each region.

The Group operates across fourteen countries across Africa (each

were identiﬁed as a component for audit purposes) and supported

by the Group’s shared service centre based in India, as well as a key

holding company based in the Netherlands (Bharti Airtel Netherlands

B.V.) which holds a part of the Group’s debt, and Airtel Africa plc,

the company.

Component teams performed full scope audits on two components

(Nigeria and Uganda) and audits of speciﬁed account balances on

ﬁve components as set out in the table below. We performed interim

audit procedures for the 9 months ended 31 December 2022 on

Nigeria, Uganda, Tanzania, Kenya, Malawi, Zambia and the DRC and

additional procedures for the period to the year ended 31 March 2023.

For Congo B, Gabon, Niger, Chad, Seychelles, Rwanda and

Madagascar we performed analytical review procedures at the Group

level for the year ended 31 March 2023 as these components are not

signiﬁcant to the Group.

We performed a full scope audit on Airtel Africa plc and an audit

of speciﬁed account balances on Bharti Airtel Netherlands B.V.

A component audit team also performed procedures at the shared

service centre in India. The scope of the shared service centre

matched the scope of each African component e.g. the Nigeria

transactions at the shared service centre were subject to a full

scope audit.

The Group team performed analytical review procedures on the

remaining balances not included within audit scope, each of which

are insigniﬁcant. This included other holding companies within the

Netherlands, including AMC B.V., the holding company of the main

Airtel Money entities. We also made inquiries of management and

evaluated and tested management’s Group-wide controls across a

range of locations and segments in order to address the risk of residual

misstatement on a segment-wide and component basis. At the

Group level, we also tested the consolidation process and performed

procedures over signiﬁcant risks and controls. We also assessed the

accounting for key transactions in the year, as set out in note 5 to the

ﬁnancial statements.

The below table summarises the segment allocation and scope of the Group’s components:

Segment

Full scope audit

Audits of speciﬁed balances

Analytical review procedures

Nigeria

–

East Africa

Uganda

Tanzania, Malawi, Kenya and Zambia

Rwanda

Francophone

–

Democratic Republic of the Congo

Congo Brazzaville, Niger, Chad, Gabon,

Madagascar and Seychelles

Central

Airtel Africa plc and shared service

centre in India for the full scope

components

Netherland holding company and

shared service centre in India for other

components in scope

Other components deemed insigniﬁcant

to the Group

Revenue

37%

14%

49%

Full audit scope

Speciﬁed audit procedures

Review at Group level

Proﬁt before tax

33%

66%

Full audit scope

Speciﬁed audit procedures

Review at Group level

Total assets

58%

10%

32%

Full audit scope

Speciﬁed audit procedures

Review at Group level

171

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Annual Report and Accounts 2023

7.2 Our consideration of the control environment

7.2.1 IT controls

As a business, the Group is heavily reliant on IT systems. Therefore,

eﬀective IT controls are important not just to address ﬁnancial risks,

but also for other areas such as operational, regulatory and

reputational risk. Given the high volume, low value nature of the

Group’s transactions, reliance on the IT control environment is a

fundamental part of the audit approach, not least for revenue.

Our assessment of the IT control environment included testing

general IT controls (such as user access and IT change management),

automated controls (such as appropriate conﬁguration of tariﬀs)

and system generated reports (such as daily recharge reports).

Key systems in scope for the audit were the accounting and revenue

recording systems (IN, Intec and Mobiquity), including revenue

recording systems managed in country (such as those relating to

prepaid, mobile money and interconnect revenue) and the Group’s

general ledger system. The Group is reliant on third parties for the

support and maintenance of these systems, and arrangements are

in place with a range of third-party IT providers.

7.2.2 Business processes

We previously relied on controls for our full scope audits and audits of

speciﬁed balances over the prepaid revenue, interconnect revenue,

mobile money revenue, expenditure and payables, property plant

and equipment and payroll cycles. In the year we expanded this to

cover reliance over the classiﬁcation of legal and regulatory cases,

the recording or leases and the consolidation processes following

improvements in the controls of these areas.

7.2.3 Governance controls

We paid particular attention to the governance of the relationship

with the company and entity level controls. We did not identify any

signiﬁcant ﬁndings in these areas.

7.3 Our consideration of climate-related risks

The Group has disclosed its Task force on climate-related ﬁnancial

disclosures (‘TCFD’) on pages 56-59 of the Annual Report, including

its governance process for managing climate related risks, the climate

related risks and opportunities and how these risks and opportunities

are managed. We assessed the TCFD recommended disclosures

within the Annual Report and considered whether they are materially

consistent with the ﬁnancial statements and our knowledge obtained

in the audit.

We obtained an understanding of management’s process for

considering the impact of climate-related risks. We evaluated these

risks to assess whether they were complete and consistent with

our understanding of the Group and our wider risk assessment

procedures. The key focus was the impact of climate change on the

impairment review performed on the Group’s assets, particularly

in respect of Goodwill. Management disclosed in note 15 that no

reasonable possible change in any assumption underpinning the

impairment review would lead to an impairment which includes the

impact of climate change. We assessed this as part of our work on

impairment and agree with the conclusions drawn.

7.4 Working with other auditors

The work on all components subject to either full audit or an audit

of speciﬁed account balances was performed by Deloitte member

ﬁrms. The majority of account balances are managed and audited

at the shared service centre in India. This is supplemented by the

management and audit of account balances at each operating

company and the Group head oﬃce in Dubai.

We held a planning meeting in Dubai with all the component audit

teams to discuss and agree the planning and execution of the audit; at

the same meeting we met with Group management to communicate

our planned audit strategy, including key audit focus areas.

As part of oversight procedures, we visited all the full scope

components and all the components subject to audit of speciﬁed

account balances (Nigeria, Uganda, the DRC, Kenya, Tanzania,

Malawi and Zambia). We also visited Gabon and Congo Brazzaville

components, which was subject to Group analytical review

procedures, the shared service centre in India and the Group’s head

oﬃce in Dubai. We remained in regular contact with all component

teams throughout the year to understand key issues and appropriately

plan and execute the year end audit. The frequency of these

interactions was increased during the key audit periods and included

direct calls between senior members of the Group and component

audit teams.

We issued detailed instructions to our component audit teams,

included them within our team brieﬁngs and regular status calls,

and reviewed component auditor working papers during the above

component visits and remotely via online review of their audit ﬁles.

Throughout the core period of the audit, we held regular, and at times

daily calls with Group management, which also involved Deloitte India,

who audit the shared service centre in India and where the majority of

account balances are managed.

8. Other information

The other information comprises the information included in the

annual report, including the strategic report, the corporate governance

report, the directors’ remuneration report and the directors’ report,

other than the ﬁnancial statements and our auditor’s report thereon.

The directors are responsible for the other information contained

within the annual report.

Our opinion on the ﬁnancial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with

the ﬁnancial statements or our knowledge obtained in the course of

the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise

to a material misstatement in the ﬁnancial statements themselves.

If, based on the work we have performed, we conclude that there is

a material misstatement of this other information, we are required to

report that fact.

We have nothing to report in this regard.

9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement,

the directors are responsible for the preparation of the ﬁnancial

statements and for being satisﬁed that they give a true and fair view,

and for such internal control as the directors determine is necessary

to enable the preparation of ﬁnancial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the ﬁnancial statements, the directors are responsible for

assessing the Group’s and the company’s ability to continue as a going

concern, disclosing as applicable, matters related to going concern and

using the going concern basis of accounting unless the directors either

intend to liquidate the Group or the company or to cease operations, or

have no realistic alternative but to do so.

FINANCIAL STATEMENTS

172

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Annual Report and Accounts 2023

Independent auditor’s report

to the members of Airtel Africa plc continued

10. Auditor’s responsibilities for the audit of the

ﬁnancial statements

Our objectives are to obtain reasonable assurance about whether the

ﬁnancial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could

reasonably be expected to inﬂuence the economic decisions of users

taken on the basis of these ﬁnancial statements.

A further description of our responsibilities for the audit of

the ﬁnancial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditor’s report.

11. Extent to which the audit was considered capable of

detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud

is detailed below.

11.1 Identifying and assessing potential risks related

to irregularities

In identifying and assessing risks of material misstatement in respect

of irregularities, including fraud and non-compliance with laws and

regulations, we considered the following:

•

the nature of the industry and sector, control environment and

business performance, including the design of the Group’s

remuneration policies, key drivers for directors’ remuneration,

bonus levels and performance targets;

•

results of our enquiries of management, internal audit and the Audit

and Risk committee about their own identiﬁcation and assessment

of the risks of irregularities, including those that are speciﬁc to the

Group’s sector;

•

any matters we identiﬁed having obtained and reviewed the Group’s

documentation of their policies and procedures relating to:

–

identifying, evaluating and complying with laws and regulations

and whether they were aware of any instances of non-compliance;

–

detecting and responding to the risks of fraud and whether they

have knowledge of any actual, suspected or alleged fraud;

–

the internal controls established to mitigate risks of fraud or

non-compliance with laws and regulations;

•

the matters discussed among the audit engagement team, including

signiﬁcant component audit teams and involving relevant internal

specialists, including tax, valuations, and IT specialists regarding how

and where fraud might occur in the ﬁnancial statements and any

potential indicators of fraud.

As a result of these procedures, we considered the opportunities

and incentives that may exist within the organisation for fraud and

identiﬁed the greatest potential for fraud in the following areas: prepaid

and mobile money revenue, the existence of mobile money restricted

cash and the classiﬁcation of legal matters in components operating in

certain jurisdictions. In common with all audits under ISAs (UK), we are

also required to perform speciﬁc procedures to respond to the risk of

management override.

We also obtained an understanding of the legal and regulatory

frameworks that the Group operates in, focusing on provisions

of those laws and regulations that had a direct eﬀect on the

determination of material amounts and disclosures in the ﬁnancial

statements. The key laws and regulations we considered in this

context included the UK Companies Act and relevant tax legislation

in the jurisdictions that the Group operates.

In addition, we considered provisions of other laws and regulations that

do not have a direct eﬀect on the ﬁnancial statements but compliance

with which may be fundamental to the Group’s ability to operate or

to avoid a material penalty. This primarily includes the regulations set

by the telecommunication and mobile money regulator within each

operating entity and the relevant ﬁnancial regulations which govern

the components.

11.2 Audit response to risks identiﬁed

As a result of performing the above, we identiﬁed prepaid and mobile

money revenue, the existence of mobile money restricted cash and

the classiﬁcation of legal cases in components operating in certain

jurisdictions as key audit matters related to the potential risk of fraud

or non-compliance with laws and regulations. The key audit matters

section of our report explains the matter in more detail and describes

the speciﬁc procedures we performed in response to those key

audit matters.

In addition to the above, our procedures to respond to risks identiﬁed

included the following:

•

reviewing the ﬁnancial statement disclosures and testing to

supporting documentation to assess compliance with provisions of

relevant laws and regulations described as having a direct eﬀect on

the ﬁnancial statements;

•

enquiring of management, the audit and risk committee and

in-house legal counsel of actual and potential litigation and claims;

•

performing analytical procedures to identify any unusual or

unexpected relationships that may indicate risks of material

misstatement due to fraud;

•

reading minutes of meetings of those charged with governance,

reviewing internal audit reports and reviewing correspondence with

relevant tax authorities;

•

in addressing the risk of fraud through management override of

controls, testing the appropriateness of journal entries, including

enhanced testing of manual journal entries which demonstrate

characteristics of audit interest; assessing whether the

judgements made in making accounting estimates are indicative

of a potential bias; and evaluating the business rationale of any

signiﬁcant transactions that are unusual or outside the normal

course of business.

We also communicated relevant identiﬁed laws and regulations and

potential fraud risks to all engagement team members, including

specialists and component audit teams and remained alert to any

indications of fraud or non-compliance with laws and regulations

throughout the audit.

173

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Annual Report and Accounts 2023

Report on other legal and regulatory

requirements

12. Opinions on other matters prescribed by the

Companies Act 2006

In our opinion the part of the directors’ remuneration report to be

audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of

the audit:

•

the information given in the strategic report and the directors’

report for the ﬁnancial year for which the ﬁnancial statements

are prepared is consistent with the ﬁnancial statements; and

•

the strategic report and the directors’ report have been prepared

in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and

the company and their environment obtained in the course of the

audit, we have not identiﬁed any material misstatements in the

strategic report or the directors’ report.

13. Corporate governance statement

The Listing Rules require us to review the directors’ statement in

relation to going concern, longer-term viability and that part of the

Corporate Governance Statement relating to the Group’s compliance

with the provisions of the UK Corporate Governance Code speciﬁed

for our review.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the ﬁnancial

statements and our knowledge obtained during the audit:

•

the directors’ statement with regards to the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identiﬁed set out on pages 123 and 178;

•

the directors’ explanation as to its assessment of the Group’s

prospects, the period this assessment covers and why the

period is appropriate set out on pages 98-99;

•

the directors’ statement on fair, balanced and understandable

set out on page 122;

•

the Board’s conﬁrmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 90;

•

the section of the Annual Report that describes the review of

eﬀectiveness of risk management and internal control systems

set out on pages 90-97; and

•

the section describing the work of the Audit and Risk

Committee set out on pages 117-127.

14. Matters on which we are required to report

by exception

14.1 Adequacy of explanations received and accounting

records

Under the Companies Act 2006 we are required to report to you if, in

our opinion:

•

we have not received all the information and explanations we require

for our audit; or

•

adequate accounting records have not been kept by the company,

or returns adequate for our audit have not been received from

branches not visited by us; or

•

the company ﬁnancial statements are not in agreement with the

accounting records and returns.

We have nothing to report in respect of these matters.

14.2 Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our

opinion certain disclosures of directors’ remuneration have not been

made or the part of the directors’ remuneration report to be audited is

not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1 Auditor tenure

Following the recommendation of the audit and risk committee,

we were appointed by the Board in April 2019 to audit the ﬁnancial

statements for the year ended 31 March 2019 and subsequent

ﬁnancial periods. The period of total uninterrupted engagement,

including previous renewals and reappointments of the ﬁrm is ﬁve

years, covering the years ended 31 March 2019 to 31 March 2023.

15.2 Consistency of the audit report with the additional

report to the Audit and Risk Committee

Our audit opinion is consistent with the additional report to the Audit

and Risk Committee we are required to provide in accordance with

ISAs (UK).

16. Use of our report

This report is made solely to the company’s members, as a body, in

accordance with Chapter 3 of Part 16 of the Companies Act 2006.

Our audit work has been undertaken so that we might state to the

company’s members those matters we are required to state to them

in an auditor’s 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 audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure

Guidance and Transparency Rule (DTR) 4.1.14R, these ﬁnancial

statements form part of the European Single Electronic Format (ESEF)

prepared Annual Financial Report ﬁled on the National Storage

Mechanism of the UK FCA in accordance with the ESEF Regulatory

Technical Standard (‘ESEF RTS’). This auditor’s report provides no

assurance over whether the annual ﬁnancial report has been prepared

using the single electronic format speciﬁed in the ESEF RTS. We have

been engaged to provide assurance on whether the annual ﬁnancial

report has been prepared using the single electronic format speciﬁed

in the ESEF RTS and will report separately to the members on this.

Ryan Duﬀy (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Birmingham, United Kingdom

10 May 2023

FINANCIAL STATEMENTS

174

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Annual Report and Accounts 2023

Consolidated statement of comprehensive income

(All amounts are in US$ millions unless stated otherwise)

Notes

For the year ended

31 March 2023

31 March 2022

Income

Revenue

5,255

4,714

Other income

5,268

4,724

Expenses

Network operating expenses

1,027

817

Access charges

410

407

License fee and spectrum usage charges

241

244

Employee beneﬁts expense

287

297

Sales and marketing expenses

243

224

Impairment loss on ﬁnancial assets

Other operating expenses

471

451

Depreciation and amortisation

818

744

3,511

3,189

Operating proﬁt

1,757

1,535

Finance costs

752

441

Finance income

(29)

(19)

Other non-operating income

–

(111)

Share of proﬁt of associate and joint venture accounted for using equity method

(0)

Proﬁt before tax

1,034

1,224

Income tax expense

284

469

Proﬁt for the year

750

755

Proﬁt before tax (as presented above)

1,034

1,224

Less: exceptional items (net)

–

(60)

Underlying proﬁt before tax

1,034

1,164

Proﬁt after tax (as presented above)

750

755

Less: exceptional items (net)

(161)

(62)

Underlying proﬁt after tax

589

693

Other comprehensive income (‘OCI’)

Items to be reclassiﬁed subsequently to proﬁt or loss:

Loss due to foreign currency translation diﬀerences

(350)

(4)

Tax expense on above

(3)

Share of OCI of associate and joint venture accounted for using equity method

–

Net loss on net investments hedge

–

(8)

(353)

(14)

Items not to be reclassiﬁed subsequently to proﬁt or loss:

Remeasurement loss on deﬁned beneﬁt plans

(0)

Tax credit on above

(0)

Other comprehensive loss for the year

(353)

(14)

Total comprehensive income for the year

397

741

Proﬁt for the year attributable to:

750

755

Owners of the company

663

631

Non-controlling interests

124

Other comprehensive loss for the year attributable to:

(353)

(14)

Owners of the company

(341)

(12)

Non-controlling interests

(12)

(2)

Total comprehensive income for the year attributable to:

397

741

Owners of the company

322

619

Non-controlling interests

122

Earnings per share

Basic

17.7 cents

16.8 cents

Diluted

17.7 cents

16.8 cents

175

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Annual Report and Accounts 2023

Consolidated statement of ﬁnancial position

(All amounts are in US$ millions unless stated otherwise)

Note

As of

31 March 2023

31 March 2022

Assets

Non-current assets

Property, plant and equipment

2,295

2,214

Capital work-in-progress

212

189

Right of use assets

1,497

1,109

Goodwill

3,516

3,827

Other intangible assets

813

632

Intangible assets under development

399

Investments accounted for using equity method

Financial assets

– Investments

– Derivative instruments

– Others

Income tax assets (net)

Deferred tax assets (net)

337

222

Other non-current assets

151

134

9,268

8,367

Current assets

Inventories

Financial assets

– Derivative instruments

– Trade receivables

145

123

– Cash and cash equivalents

586

638

– Other bank balances

131

378

– Balance held under mobile money trust

616

513

– Others

142

124

Other current assets

259

215

1,898

1,997

Total assets

11,166

10,364

Liabilities

Current liabilities

Financial liabilities

– Borrowings

945

786

– Lease liabilities

395

323

– Derivative instruments

– Trade payables

460

404

– Mobile money wallet balance

582

496

– Others

533

376

Provisions

121

Deferred revenue

183

162

Current tax liabilities (net)

194

220

Other current liabilities

192

176

3,572

3,073

Net current liabilities

(1,674)

(1,076)

Non-current liabilities

Financial liabilities

– Borrowings

1,233

1,486

– Lease liabilities

1,652

1,337

– Put option liability

569

579

– Derivative instruments

–

– Others

147

Provisions

Deferred tax liabilities (net)

108

114

Other non-current liabilities

3,786

3,642

Total liabilities

7,358

6,715

Net assets

3,808

3,649

Equity

Share capital

3,420

Reserves and surplus

215

Equity attributable to owners of the company

3,635

3,502

Non-controlling interests (‘NCI’)

173

147

Total equity

3,808

3,649

The consolidated ﬁnancial statements of Airtel Africa plc (company registration number: 11462215) were approved by the Board of directors and

authorised for issue on 10 May 2023 and were signed on its behalf by:

For and on behalf of the board of Airtel Africa plc

Olusegun Ogunsanya

Chief executive oﬃcer

10 May 2023

FINANCIAL STATEMENTS

176

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Annual Report and Accounts 2023

Consolidated statement of changes in equity

(All amounts are in US$ millions unless stated otherwise)

Equity attributable to owners of the company

Non-

controlling

interests

(NCI)

Total

equity

Share capital

Reserves and surplus

Equity

attributable

to owners

of the

company

No of shares

Amount

Retained

earnings

(Note 27a)

Transactions

with NCI

reserve

Other

components

of equity

(Note 27c)

Total

As of 1 April 2021

6,839,896,081

3,420

2,975

(594)

(2,396)

(15)

3,405

(52)

3,353

Proﬁt for the year

–

631

–

631

124

755

Other comprehensive loss

–

(0)

–

(12)

(2)

(14)

Total comprehensive

income/(loss)

–

631

–

(12)

619

122

741

Transaction with owners

of equity

Employee share-based

payment reserve

–

(1)

–

Purchase of own shares

–

(6)

–

(6)

Transactions with NCI

–

(348)

(1)

(349)

153

(196)

Dividend to owners of

the company

–

(169)

–

(169)

–

(169)

Dividend (including tax)

to NCI

–

(76)

As of 31 March 2022

6,839,896,081

3,420

3,436

(942)

(2,412)

3,502

147

3,649

Proﬁt for the year

–

663

–

663

750

Other comprehensive

income/(loss)

–

(0)

–

(341)

(12)

(353)

Total comprehensive

income/(loss)

–

663

–

(341)

322

397

Transaction with owners

of equity

Employee share-based

payment reserve

–

(2)

–

Purchase of own shares

–

(11)

–

(11)

Transactions with NCI

2 3

–

Dividend to owners of

the company (refer to

Note 5(a))

–

(195)

–

(195)

–

(195)

Dividend (including tax)

to NCI

–

(52)

As of 31 March 2023

6,839,896,081

3,420

3,902

(929)

(2,758)

215

3,635

173

3,808

Dividend to NCI include tax of $3m (March 2022: $4m).

Transaction with NCI reserves’ increased due to reversal of put option liability by $16m for dividend distribution to put option NCI holders. Any dividend paid to the put

option NCI holders is adjustable against the put option liability based on the put option arrangement.

‘Transaction with NCI reserves’ was reduced and NCI was increased by $3m i.e. NCI’s proportionate share of the consideration for transfer of SmartCash Payment Service

Bank Limited (PSB) from the control of AMC BV to Airtel Networks Limited. For details, refer to note 5(b).

Includes ordinary and deferred shares, refer to Note 26.

177

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Annual Report and Accounts 2023

Consolidated statement of cash ﬂows

(All amounts are in US$ millions unless stated otherwise)

For the year ended

31 March 2023

31 March 2022

Cash ﬂows from operating activities

Proﬁt before tax

1,034

1,224

Adjustments for:

Depreciation and amortisation

818

744

Finance income

(29)

(19)

Finance cost

752

441

Share of proﬁt of associate and joint venture accounted for using equity method

(0)

Non-operating income adjustments

–

(111)

Other non-cash adjustments

(6)

Operating cash ﬂow before changes in working capital

2,577

2,273

Changes in working capital

Increase in trade receivables

(45)

(18)

(Increase)/decrease in inventories

(13)

Increase in trade payables

Increase in mobile money wallet balance

120

(Decrease)/increase in provisions

(32)

Increase in deferred revenue

Increase in other ﬁnancial and non ﬁnancial liabilities

Increase in other ﬁnancial and non ﬁnancial assets

(140)

(144)

Net cash generated from operations before tax

2,605

2,304

Income taxes paid

(397)

(293)

Net cash generated from operating activities (a)

2,208

2,011

Cash ﬂows from investing activities

Purchase of property, plant and equipment and capital work-in-progress

(779)

(717)

Proceeds from sale of tower assets

–

171

Purchase of intangible assets and intangible assets under development

(502)

(22)

Maturity of deposits with bank

350

301

Investment in deposits with bank

(126)

(388)

Proceeds from sale of tower subsidiary (net of cash acquired)

–

Investment in joint venture

(0)

–

Dividend received from associate

–

Interest received

Net cash used in investing activities (b)

(1,026)

(557)

Cash ﬂows from ﬁnancing activities

Proceeds from sale of shares to non-controlling interests

–

550

Acquisition of non-controlling interests

–

(164)

Purchase of own shares by ESOP trust

(8)

(6)

Proceeds from issue of shares to non-controlling interests

–

Proceeds from borrowings

906

973

Repayment of borrowings

(1,018)

(2,115)

Repayment of lease liabilities

(279)

(251)

Dividend paid to non-controlling interests

(75)

(48)

Dividend paid to owners of the company

(195)

(169)

Interest on borrowings and lease liabilities and other ﬁnance charges

(400)

(370)

Outﬂow on maturity of derivatives (net)

(49)

(9)

Net cash used in ﬁnancing activities (c)

(1,118)

(1,607)

Increase/(decrease) in cash and cash equivalents during the year (a+b+c)

(153)

Currency translation diﬀerences relating to cash and cash equivalents

(70)

(3)

Cash and cash equivalents as at beginning of the year

847

1,003

Cash and cash equivalents as at end of the year (refer to Note 20)

841

847

For the years ended 31 March 2023 and 31 March 2022, this mainly includes movement in trade receivables impairment and other provisions.

Includes investment in deposits with original maturity of more than three months and deposits placed against certain borrowings. These are included within other bank

balances in the consolidated statement of ﬁnancial position.

Includes balance held under mobile money trust of $616m (2022: $513m) on behalf of mobile money customers which are not available for use by the Group.

FINANCIAL STATEMENTS

178

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Annual Report and Accounts 2023

Notes to consolidated ﬁnancial statements

(All amounts are in US$ millions unless stated otherwise)

1. Corporate information

Airtel Africa plc (‘the company’) is a public company limited by

shares incorporated and domiciled in the United Kingdom under

the Companies Act 2006 and is registered in England and Wales

(registration number 11462215). The registered address of the

company is First Floor, 53/54 Grosvenor Street, London, W1K 3HU,

United Kingdom. The company is listed on the London Stock

Exchange (LSE) and on the Nigerian Stock Exchange (NGX). The

company is a subsidiary of Airtel Africa Mauritius Limited (‘the parent’),

a company registered in Mauritius. The registered address of the

parent is c/o IQ EQ Corporate Services (Mauritius) Ltd., 33, Edith

Cavell Street, Port Louis, 11324, Mauritius.

The company, together with its subsidiary undertakings (hereinafter

referred to as ‘the Group’) has operations in Africa. The principal

activities of the Group, its associate and its joint venture consist of

the provision of telecommunications and mobile money services.

2. Summary of signiﬁcant accounting

policies

2.1 Basis of preparation

The consolidated ﬁnancial statements have been prepared in

accordance with the requirements of the Companies Act 2006

and International Financial Reporting Standards as issued by the

International Accounting Standards Board (IASB) and approved for

use in the United Kingdom (UK) by the UK Accounting Standards

Endorsement Board (UKEB).

All the amounts included in the ﬁnancial statements are reported in

United States dollars, with all values rounded to the nearest millions

($m) except when otherwise indicated. Further, amounts which are

less than half a million are appearing as ‘0’.

The accounting policies as set out in the following paragraphs of this

note have been consistently applied by all the Group’s entities to all

the periods presented in these ﬁnancial statements.

a. New and amended standards and interpretations that

are eﬀective for the current year

No new IFRS issued during the year are applicable to the Group.

Amendments to existing IFRSs have been applied by the Group as

required, however these amendments do not have any material

impact on the Group’s ﬁnancial statements. The list of newly issued

amendments is as follows:

•

Amendments to IAS 37 in relation to ‘Onerous contracts – cost of

fulﬁling contracts’.

•

Amendments to IAS 16 in relation to ‘Proceeds before intended use

of property, plant and equipment’.

2.2 Basis of measurement

The ﬁnancial statements have been prepared on the historical cost

basis except for ﬁnancial instruments that are measured at fair value

at the end of each reporting period as explained in the accounting

policies below. Historical cost is generally based on the fair value of

the consideration given in exchange for goods and services.

Fair value measurement

Fair value is the price at the measurement date at which an asset can

be sold, or the price paid to transfer a liability in an orderly transaction

between market participants.

The Group is required to classify the fair valuation method of the

ﬁnancial/non-ﬁnancial assets and liabilities either measured or

disclosed at fair value in the ﬁnancial statements using a three level

fair-value hierarchy (which reﬂects the signiﬁcance of inputs used in

the measurement of fair value). Accordingly, the Group uses valuation

techniques that are appropriate in the circumstances and for which

suﬃcient data is available to measure fair value, maximising the

use of relevant observable inputs and minimising the use of

unobservable inputs.

The three levels of the fair-value hierarchy are described below:

•

Level 1 – fair values derived on the basis of quoted (unadjusted)

prices for identical assets or liabilities in active markets.

•

Level 2 – fair values derived on the basis signiﬁcant inputs other

than quoted prices within Level 1 that are directly or indirectly

observable.

•

Level 3 – fair values derived on the basis valuation techniques that

used signiﬁcant inputs that are not based upon observable market

data (unobservable inputs).

Going concern

These consolidated ﬁnancial statements have been prepared on a

going concern basis. In making this going concern assessment, the

Group has considered cash ﬂow projections to June 2024 (going

concern assessment period) under both base and reasonable

worst-case scenarios taking into considerations its principal risks

and uncertainties, including a reduction in revenue and EBITDA and

a signiﬁcant devaluation of the various currencies in the countries in

which the Group operates, including the Nigerian naira. As part of this

evaluation, the Group has considered available ways to mitigate these

risks and uncertainties and has also considered committed undrawn

facilities of $525m expiring beyond the going concern assessment

period, which will fulﬁl the Group’s cash ﬂow requirement under both

the base and reasonable worst-case scenarios. Having considered all

the factors above impacting the Group’s businesses, the impact of

downside sensitivities, and the mitigating actions available, including

a reduction and deferral of capital expenditure, the directors are

satisﬁed that the Group has adequate resources to continue its

operational existence for the foreseeable future. Accordingly, the

directors continue to adopt the going concern basis of accounting

in preparing the consolidated ﬁnancial statements.

2.3 Basis of consolidation

a. Subsidiaries

The consolidated ﬁnancial statements incorporate the ﬁnancial

statements of the company and entities controlled by the company

(its subsidiaries) up to 31 March each year. The Group controls an

entity when it has power over the entity (that is, existing rights that

give it the current ability to direct the relevant activities), it is exposed to

or has right to variable return from its involvement with the entity and

has the ability to aﬀect those returns through its power over the entity.

The Group re-assesses whether or not it controls the entity, if the

underlying facts and circumstances indicate a change in the above-

mentioned parameters that determine the existence of control.

Subsidiaries are fully consolidated from the date when the Group

obtains control and are de-consolidated from the date that control

ceases. No subsidiaries are excluded from the Group consolidation.

Non-controlling interestis the equity in a subsidiary not attributable

to the parent and is presented separately from equity attributable

to the owners of the company. Non-controlling interests consist of

the amount at the date of the business combination and its share

of changes in equity since that date. Proﬁt and loss and other

comprehensive income/loss are attributed to the controlling and

non-controlling interests in proportion to their ownership interests,

even if this results in the non-controlling interests having a deﬁcit

balance. However, in cases where there are binding contractual

arrangements that determine the attribution of the earnings, the

attribution speciﬁed by such arrangement is considered.

179

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Annual Report and Accounts 2023

2. Summary of signiﬁcant accounting

policies continued

The Group has written a put option to non-controlling shareholders in

one of the Group’s subsidiaries to purchase their equity interest in the

subsidiary, for cash and/or another ﬁnancial assets. This gives rise to a

ﬁnancial liability for the present value of the likely redemption amount.

This is the case even if the contract itself is an equity instrument or

even if the obligation to purchase the equity interest is conditional on

the counterparty exercising a right to redeem. The ﬁnancial liability

is recognised initially at the present value of the likely redemption

amount by debiting equity (‘Transactions with NCI reserve’) while

continuing to recognise the non-controlling interest if the non-

controlling shareholders continue to have present access to returns

on the underlying equity interest of the subsidiary. Subsequently,

the ﬁnancial liability is re-measured in accordance with IFRS 9. If the

contract expires without delivery, the carrying amount of the ﬁnancial

liability is reclassiﬁed to equity (‘Transactions with NCI reserve’). If the

option is exercised, the corresponding non-controlling interest (if any)

to the extent of shares re-acquired from non-controlling shareholders

is de-recognised through equity (‘Transactions with NCI reserve’) at

the time of exercise of the put option.

The proﬁt/loss on disposal of a subsidiary (associated with loss of

control) is recognised in proﬁt and loss being the diﬀerence between

(i) the aggregate of the fair value of consideration received and the

fair value of any retained interest, and (ii) the previous carrying amount

of the assets (including goodwill) and liabilities of the subsidiary and

any non-controlling interests. In addition, any amounts previously

recognised in other comprehensive income in respect of the de-

consolidated entity, are accounted for as if the Group had directly

disposed of the related assets or liabilities of the subsidiary (i.e.,

reclassiﬁed to proﬁt and loss or transferred to another category of

equity as required/permitted by applicable IFRS). At such disposal

any retained interest in the entity is remeasured to its fair value with

the resultant change in carrying value being recognised in the proﬁt

and loss.

A change in the ownership interest of a subsidiary, without a change

of control, is accounted for as a transaction with equity holders. Any

diﬀerence between the amount of the adjustment to non-controlling

interests and any consideration exchanged is recognised in ‘the

transactions with NCI reserve’, within equity.

b. Associate and joint venture (JV)

An associate is an entity over which the Group has signiﬁcant

inﬂuence. Signiﬁcant inﬂuence is the power to participate in the

ﬁnancial and operating policy decisions of the investee but is not

control or joint control over those policies.

A joint venture is a type of joint arrangement whereby the parties that

have joint control of the arrangement have rights to the net assets of

the joint venture. Joint control is the contractually agreed sharing of

control of an arrangement, which exists only when decisions about

the relevant activities require the unanimous consent of the parties

sharing control.

The Group’s investments in its associate and joint venture are

accounted for using the equity method from the date on which the

Group starts exercising signiﬁcant inﬂuence over the associate or

joint control over the joint venture.

At each reporting date, the Group determines whether there is

objective evidence that the investment is impaired. If there is such

evidence, the Group calculates the amount of the impairment as the

diﬀerence between the recoverable amount of the investment and its

carrying value.

c. Method of consolidation

The standalone ﬁnancial statements of subsidiaries are fully

consolidated on a line-by-line basis after adjusting for business

combination adjustments. Intra-group transactions, balances and

unrealised gains on transactions between Group companies are

eliminated. Unrealised losses are also eliminated unless the transaction

provides evidence of an impairment of the transferred asset.

The Group’s investments in its associate and JV are accounted for

using the equity method. Accordingly, the investment is carried at cost

less any impairment loss, as adjusted for post-acquisition changes in

the Group’s share of the net assets of the investee. Any excess of the

cost over the Group’s share of net assets in its associate/JV at the date

of acquisition is presented as goodwill. The goodwill is included within

the carrying amount of the investment. The unrealised gains resulting

from transactions with the associate/JV are eliminated against the

investment to the extent of the Group’s interest in the associate/JV.

Unrealised losses are also eliminated unless the transaction provides

evidence of an impairment of the asset transferred.

Adjustments in respect of accounting policies of the Group’s

subsidiaries, associate and JV are made to ensure consistency

with the accounting policies that are adopted by the Group.

2.4 Business combinations

The Group accounts for business combinations using the acquisition

method of accounting; accordingly, the identiﬁable assets acquired

and the liabilities assumed in the acquisition are recorded at their

acquisition date fair values (except certain assets and liabilities which

are required to be measured as per the applicable standards) and the

non-controlling interest is initially recognised at the non-controlling

interest’s proportionate share of the acquiree’s net identiﬁable assets.

The consideration transferred for the acquisition of a subsidiary is the

aggregation of the fair values of the assets transferred, the liabilities

incurred or assumed and the equity interests issued by the Group in

exchange for control of the acquiree.

The consideration transferred also includes the fair value of any asset

or liability resulting from a contingent consideration arrangement.

Any contingent consideration to be transferred by the acquirer

is recognised at fair value at the acquisition date. Contingent

consideration classiﬁed as an asset or liability is subsequently

measured at fair value with changes in fair value recognised in proﬁt

and loss. Contingent consideration that is classiﬁed as equity is

not re-measured and its subsequent settlement is accounted for

within equity.

The excess of the consideration transferred, along with the amount of

any non-controlling interests in the acquiree and the acquisition-date

fair value (with the resulting diﬀerence being recognised in the proﬁt

and loss) of any previous equity interest in the acquiree, over the fair

value of the Group’s share of the identiﬁable net assets acquired is

recorded as goodwill. Acquisition-related costs are expensed in the

period in which the costs are incurred.

If the initial accounting for a business combination is incomplete as at

the reporting date in which the combination occurs, the identiﬁable

assets and liabilities acquired in a business combination are measured

at their provisional fair values at the date of acquisition.

Subsequent adjustments to the provisional values are made within the

measurement period, if new information is obtained about facts and

circumstances that existed as of the acquisition date and, if known,

would have resulted in the recognition of those assets and liabilities as

of that date, otherwise, the adjustments are recorded in the period in

which they occur.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

180

Airtel Africa plc

Annual Report and Accounts 2023

2. Summary of signiﬁcant accounting

policies continued

A contingent liability recognised in a business combination is initially

measured at its fair value. Subsequent to initial recognition, it is

measured at the higher of:

(i) the amount that would be recognised in accordance with IAS 37,

‘Provisions, Contingent Liabilities and Contingent Assets’, and

(ii) the amount initially recognised less, where appropriate, cumulative

amortisation recognised in accordance with IFRS 15 ‘Revenue from

Contracts with Customers’.

Common control transactions

Transfers involving entities or businesses in which all the combining

entities or businesses are ultimately controlled by the same party or

parties both before and after the business combination, (and that

control is not transitory) are accounted for at their historic carrying

values. The diﬀerence between the consideration paid/received and

the historic carrying values is recorded in equity.

2.5 Foreign currency transactions

a. Functional and presentation currency

The items included within the ﬁnancial statements of each of the

Group’s entities are measured using the currency of the primary

economic environment in which each entity operates (i.e., ‘functional

currency’).

The ﬁnancial statements are presented in US dollars, which is also the

functional and presentation currency of the company.

b. Transactions and balances

For the purpose of presenting the consolidated ﬁnancial statements,

transactions in foreign currencies are initially recorded in the

relevant functional currency at the rates prevailing at the date of

the transaction.

Monetary assets and liabilities denominated in foreign currencies are

translated into the functional currency at the closing exchange rate

prevailing as at the reporting date with the resulting foreign exchange

diﬀerences on subsequent re-statement/settlement recognised in the

proﬁt and loss within ﬁnance costs/ﬁnance income. Non-monetary

assets and liabilities denominated in foreign currencies are translated

into the functional currency using the exchange rate prevalent at the

date of initial recognition (in case they are measured at historical cost)

or at the date when the fair value is determined (in case they are

measured at fair value) – with the resulting foreign exchange diﬀerence

on subsequent re-statement/settlement recognised in the proﬁt and

loss, except to the extent that it relates to items for which gains and

losses are recognised in the other comprehensive income or directly

in equity.

The equity items denominated in foreign currencies are translated at

historical exchange rates.

c. Foreign operations

The assets and liabilities of foreign operations (including goodwill and

fair value adjustments arising on the acquisition of foreign entities)

are translated into US dollars at the exchange rates prevailing at the

reporting date. Items recognised in proﬁt and loss are translated

into US dollars at monthly average exchange rates, with equity

translated at the historical rate. The resulting exchange diﬀerences

are recognised in other comprehensive income and held within the

foreign currency translation reserve (FCTR), a component of equity.

On disposal of a foreign operation (i.e., disposal of Group’s entire

interest in a foreign operation or disposal involving loss of control),

all the accumulated exchange diﬀerences accumulated in FCTR in

respect of that foreign operation is reclassiﬁed to proﬁt and loss.

d. Net investment in foreign operation

When a monetary item forms part of the Group’s net investment in

a foreign operation, the exchange diﬀerences are then recognised

initially in other comprehensive income and are held within the foreign

currency translation reserve (FCTR). Such FCTR is reclassiﬁed from

equity to proﬁt and loss on disposal of the foreign operation.

2.6 Current versus non-current classiﬁcation

The Group classiﬁes assets and liabilities in the statement of ﬁnancial

position as current or non-current.

Deferred tax assets and liabilities, and all assets and liabilities which are

not ‘current’ (as discussed in the below paragraphs) are classiﬁed as

non-current assets and liabilities.

An asset is classiﬁed as current when it is expected to be realised or

intended to be sold or consumed in the Group’s normal operating

cycle, held primarily for the purpose of trading, expected to be

realised within 12 months after the reporting period, is a cash or

cash equivalent unless restricted from being exchanged or is used

to settle a liability for at least 12 months after the reporting period.

A liability is classiﬁed as current when it is expected to be settled in the

Group’s normal operating cycle, it is held primarily for the purpose of

trading, it is due to be settled within 12 months after the reporting

period, or the Group does not have the unconditional right to defer

the settlement of the liability for at least 12 months after the

reporting period.

2.7 Property, plant and equipment (PPE) and capital

work-in-progress (CWIP)

The cost of an item of property, plant and equipment is recognised as

an asset if, and only if, it is probable that the future economic beneﬁts

associated with the item will ﬂow to the Group and its cost can be

measured reliably.

PPE is initially recognised at cost. The initial cost of PPE comprises its

purchase price (including non-refundable duties and taxes and after

deducting trade discounts and rebates), and any directly attributable

cost of bringing the asset to its working condition and location of its

intended use. Further, it includes assets installed on the premises of

customers where the associated risks, rewards and control remain

with the Group.

Subsequent to initial recognition, PPE is stated at cost less

accumulated depreciation and any impairment losses. When

signiﬁcant parts of PPE are required to be replaced at regular intervals,

the Group recognises such parts as a separate component of each

asset. When an item of PPE is replaced, its carrying amount is

de-recognised from the statement of ﬁnancial position and the

cost of the new item of PPE is recognised.

The expenditure incurred after an item of PPE is ready to use, such

as repairs and maintenance, is charged to the proﬁt and loss in the

period in which such costs are incurred. However, in situations

where the expenditure can be measured reliably and it is probable

that future economic beneﬁts associated with it will ﬂow to the Group,

it is included in the asset’s carrying value or as a separate asset,

as appropriate.

Depreciation on PPE is computed using the straight-line method over

the PPE’s estimated useful lives.

181

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Annual Report and Accounts 2023

2. Summary of signiﬁcant accounting

policies continued

Freehold land is not depreciated as it has an unlimited useful life.

The Group has established the estimated range of useful lives for

diﬀerent categories of PPE as follows:

Categories

Years

Leasehold improvement

Period of lease or

10-20 years, as

applicable, whichever

is less

Buildings

Plant and equipment

Network equipment (including passive

infrastructure)

3-25

Computer

3-5

Furniture and ﬁxture and oﬃce equipment

1-5

Vehicles

The useful lives, residual values and depreciation method of PPE are

reviewed, and adjusted appropriately, at least at each ﬁnancial year

end so as to ensure that the method and period of depreciation are

consistent with the expected pattern of economic beneﬁts from these

assets. The eﬀect of any change in the estimated useful lives, residual

values and/or depreciation method are accounted for prospectively,

with depreciation calculated over the PPE’s remaining revised useful

life. The cost and the accumulated depreciation for PPE sold, scrapped,

retired, or otherwise disposed of are de-recognised from the statement

of ﬁnancial position and the resulting gains/(losses) are included in the

proﬁt and loss within other income/other expenses, respectively.

PPE in the course of construction less any accumulated impairment is

carried at cost and presented separately as CWIP (including capital

advances) in the statement of ﬁnancial position until ready for use at

which point it is transferred to PPE and subsequently depreciated.

Such cost comprises the purchase price (including non-refundable

duties and taxes but excluding any trade discounts and rebates), and

any other directly attributable costs.

2.8 Intangible assets

Identiﬁable intangible assets are recognised when the Group controls

the asset, it is probable that future economic beneﬁts attributed to

the asset will ﬂow to the Group and the cost of the asset can be

measured reliably.

Goodwill represents the cost of the acquired businesses in excess of

the fair value of identiﬁable net assets acquired (refer to Note 2.4).

Goodwill is not amortised; however, it is tested for impairment (refer

to Note 2.9) and carried at cost less accumulated impairment losses

if any. The gains/(losses) on the disposal of a cash-generating unit

(group of CGUs) include the carrying amount of goodwill relating to

the group of CGUs sold. In case goodwill has been allocated to a group

of CGUs, allocation of goodwill is determined based on the relative

value of the operations sold in order to compute the gains/(losses).

Intangible assets that are acquired in a business combination are

initially recognised at fair value at the acquisition date. Other intangible

assets are recognised at cost which includes their purchase price

and cash price equivalent of deferred payments beyond normal credit

terms, if any. Intangible assets with deﬁnite useful life are carried at

cost less accumulated amortisation and any impairment losses.

Amortisation is computed using the straight-line method over the

expected useful life.

Subsequent expenditure on intangible assets is capitalised only when

it increases the future economic beneﬁts embodied in the speciﬁc

asset to which it relates. All other expenditures are recognised in proﬁt

and loss as incurred.

The Group has established the estimated useful lives of diﬀerent

categories of intangible assets as follows:

•

Software

Software is amortised over the software licence period, generally not

exceeding three years.

•

Licences (including spectrum)

Acquired licences and spectrum are amortised commencing from

the date when the related network is available for intended use in the

relevant jurisdiction over the relevant licence period. The useful lives

generally range from two to twenty-ﬁve years.

In addition, the Group incurs a fee on licences/spectrum that is

calculated based on the revenue of the licensee entity. These fees

are recognised as a expense in proﬁt and loss when incurred.

•

Other acquired intangible assets

Other acquired intangible assets include customer relationships which

are amortised over the estimated life of such relationships generally

ranging from one year to ﬁve years.

The useful lives and the amortisation method is reviewed and adjusted

appropriately, at least at each ﬁnancial year end, so as to ensure that

the method and period of amortisation is consistent with the expected

pattern of economic beneﬁts from these assets. The eﬀect of any

change in the estimated useful lives and/or amortisation method

is accounted for prospectively, and accordingly, amortisation is

calculated over the remaining revised useful life.

Further, the cost of intangible assets under development is presented

separately in the statement of ﬁnancial position and includes

spectrums/licences allotted to the Group and related costs for

which services are yet to be rolled out.

•

Internally-generated intangible assets – research and

development expenditure

Expenditure on research activities is recognised as an expense in the

period in which it is incurred.

An internally-generated intangible asset arising from development

(or from the development phase of an internal project) is recognised

if, and only if, all of the following conditions have been met:

•

The technical feasibility of completing the intangible asset so that it

will be available for use or sale.

•

The intention to complete the intangible asset and use or sell it.

•

The ability to use or sell the intangible asset.

•

The intangible asset will generate probable future economic

beneﬁts.

•

The availability of adequate technical, ﬁnancial and other resources

to complete the development and to use or sell the intangible asset.

•

The ability to measure reliably the expenditure attributable to the

intangible asset during its development.

The amount initially recognised for internally-generated intangible

assets is the sum of the expenditure incurred from the date when

the intangible asset ﬁrst meets the recognition criteria listed above.

Where no internally-generated intangible asset can be recognised,

development expenditure is recognised in proﬁt and loss in the period

in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets

are reported at cost less accumulated amortisation and accumulated

impairment losses, if any.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

182

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Annual Report and Accounts 2023

2. Summary of signiﬁcant accounting

policies continued

2.9 Impairment of non-ﬁnancial assets

a. Goodwill

Goodwill is tested for impairment, at least annually or earlier, in case

circumstances indicate that the carrying value may exceed the

recoverable amount (higher of fair value less costs to sell and the value

in use). For the purpose of impairment testing, goodwill is allocated

to a cash-generating-unit (CGU) or group of CGUs (CGUs) which

are expected to beneﬁt from the acquisition-related synergies and

represent the lowest level within the entity at which the goodwill is

monitored for internal management purposes, but not higher than

an operating segment. A CGU is the smallest identiﬁable group of

assets that generates cash inﬂows that are largely independent of

the cash inﬂows from other assets or group of assets.

Impairment occurs when the carrying value of a CGU/CGUs, including

goodwill, exceeds the estimated recoverable amount of the CGU/

CGUs. The recoverable amount of a CGU/CGUs is the higher of its fair

value less costs to sell and its value in use. Value in use is the present

value of future cash ﬂows expected to be derived from the CGU/CGUs.

The total impairment loss of a CGU/CGUs is allocated ﬁrst to reduce

the carrying value of goodwill allocated to that CGU/CGUs and then

to the other assets of that CGU/CGUs – on a pro-rata basis of the

carrying value of each asset.

b. Property, plant and equipment, right-of-use assets,

intangible assets and intangible assets under

development

At each reporting period date, the Group reviews the carrying amounts

of its PPE, right-of-use assets, CWIP and ﬁnite-lived intangible assets

to determine whether there is any indication that those assets have

suﬀered an impairment loss. Intangible assets under development

are tested for impairment, at least annually or earlier, in case

circumstances indicate that it may be impaired.

For the purpose of impairment testing, the recoverable amount (that

is, higher of the fair value less costs to sell and the value in use) is

determined on an individual asset basis, unless the asset does not

generate cash ﬂows that are largely independent of those from other

assets, in which case the recoverable amount is determined at the

CGU level to which the asset belongs. If the recoverable amount of an

asset (or cash-generating unit) is estimated to be less than its carrying

amount, the carrying amount of the asset (or cash-generating unit) is

reduced to its recoverable amount. An impairment loss representing

the excess of recoverable value over the carrying value of the asset/

CGU is recognised immediately in proﬁt and loss.

c. Reversal of impairment losses

Impairment loss in respect of goodwill is not reversed. For assets

excluding goodwill, an assessment is made at each reporting date to

determine whether there is an indication that previously recognised

impairment losses no longer exist or have decreased. If such indication

exists, the Group estimates the asset’s or CGU’s recoverable amount.

A previously recognised impairment loss is reversed only if there has

been a change in the assumptions used to determine the asset’s

recoverable amount since the last impairment loss was recognised.

The reversal is limited so that the carrying amount of the asset

does not exceed its recoverable amount, nor exceed the carrying

amount that would have been determined, net of depreciation,

had no impairment loss been recognised for the asset in prior years.

Such reversal is recognised in the proﬁt and loss.

2.10 Financial instruments

a. Recognition, classiﬁcation and presentation

Financial instruments are recognised in the statement of ﬁnancial

position when the Group becomes a party to the contractual

provisions of the ﬁnancial instrument.

The Group determines the classiﬁcation of its ﬁnancial instruments at

initial recognition.

The Group classiﬁes its ﬁnancial assets into the following categories:

•

those to be measured subsequently at fair value (either through

other comprehensive income, or through proﬁt or loss); and

•

those to be measured at amortised cost.

The classiﬁcation depends on the entity’s business model for

managing the ﬁnancial assets and the contractual terms of the

cash ﬂows.

The Group’s business model for managing ﬁnancial assets refers to

how it manages its ﬁnancial assets in order to generate cash ﬂows.

The business model determines whether cash ﬂows will result from

collecting contractual cash ﬂows, selling the ﬁnancial assets, or both.

Financial assets classiﬁed and measured at amortised cost are held

within a business model with the objective to hold ﬁnancial assets in

order to collect contractual cash ﬂows while ﬁnancial assets classiﬁed

and measured at fair value through OCI are held within a business

model with the objective of both holding to collect contractual cash

ﬂows and selling. The Group does not have any ﬁnancial instruments

classiﬁed as fair value through other comprehensive income.

The Group has classiﬁed all non-derivative ﬁnancial liabilities as

measured at amortised cost.

Financial assets with embedded derivatives are considered in their

entirety for determining the contractual terms of the cash ﬂow and

accordingly, embedded derivatives are not separated. However,

derivatives embedded in non-ﬁnancial instrument/ﬁnancial liability

(measured at amortised cost) host contracts are classiﬁed as separate

derivatives if their economic characteristics and risks are not closely

related to those of the host contracts.

Financial assets and liabilities arising from diﬀerent transactions are

oﬀset against each other and the resultant net amount is presented

in the statement of ﬁnancial position if, and only when, the Group

currently has a legally enforceable right to set oﬀ the related

recognised amounts and intends either to settle on a net basis or

to realise the assets and settle the liabilities simultaneously.

The amounts held by electronic account holders in their mobile

money wallets are presented separately in the balance sheet as

‘mobile money wallet balance’. The amounts held in bank on behalf of

such electronic account holders are restricted for use by the Group

and are presented as ‘balance held under mobile money trust’.

b. Measurement – non-derivative ﬁnancial instruments

I. Initial measurement

Financial assets and ﬁnancial liabilities are initially measured at fair

value, except for trade receivables that do not have a signiﬁcant

ﬁnancing component which are measured at transaction price.

Transaction costs that are directly attributable to the acquisition or

issue of ﬁnancial assets and ﬁnancial liabilities (other than ﬁnancial

assets and ﬁnancial liabilities at fair value through proﬁt or loss) are

added to or deducted from the fair value of the ﬁnancial assets or

ﬁnancial liabilities, as appropriate, on initial recognition. Transaction

costs directly attributable to the acquisition of ﬁnancial assets or

ﬁnancial liabilities at fair value through proﬁt or loss are recognised

immediately in proﬁt or loss.

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The transaction price is generally the best evidence of the ﬁnancial

instrument’s initial fair value. However, it is possible for an entity to

determine that the instrument’s fair value is not the transaction price.

The diﬀerence between the transaction amount and the fair value

(if any) is accounted for as follows:

•

The diﬀerence is recognised as a gain or loss in the proﬁt and loss

only if fair value is evidenced by a quoted price in an active market

for an identical asset or liability (that is, a Level 1 input) or based on

a valuation technique that uses only data from observable markets.

•

In all other cases, an entity recognises the instrument at fair value

and defers the diﬀerence between the fair value at initial recognition

and the transaction price in the Statement of Financial Position.

II. Subsequent measurement – ﬁnancial assets

The subsequent measurement of non-derivative ﬁnancial assets

depends on their classiﬁcation as follows:

•

Financial assets measured at amortised cost

Assets that are held for the collection of contractual cash ﬂows where

those cash ﬂows represent solely payments of principal and interest

are measured at amortised cost using the eﬀective interest rate

(EIR) method (if the impact of discounting/any transaction costs is

signiﬁcant). Interest income from these ﬁnancial assets is included in

ﬁnance income.

EIR is the rate that exactly discounts the estimated future cash receipts

or payments (including all fees and transaction costs that form an

integral part of the eﬀective interest rate) over the expected life of the

ﬁnancial instrument or a shorter period, where appropriate, to the

gross carrying amount of the ﬁnancial asset or to the amortised cost

of a ﬁnancial liability.

•

Financial assets at fair value through proﬁt or loss (FVTPL)

All equity instruments and ﬁnancial assets that do not meet the criteria

for amortised cost or fair value through other comprehensive income

(FVTOCI) are measured at FVTPL. Interest (based on the EIR method)

and dividend income from ﬁnancial assets at FVTPL is recognised in

proﬁt and loss within ﬁnance income/ﬁnance costs separately from

the other gains/losses arising from changes in the fair value.

Impairment

The company assesses on a forward-looking basis the expected credit

losses associated with its assets carried at amortised cost and debt

instruments carried at FVTOCI. The impairment methodology applied

depends on whether there has been a signiﬁcant increase in credit risk

since initial recognition. If credit risk has not increased signiﬁcantly,

12-month expected credit loss (ECL) is used to provide for impairment

loss, otherwise, lifetime ECL is used.

However, in case of trade receivables and contract assets, the Group

applies the simpliﬁed approach which requires expected lifetime losses

to be recognised from initial recognition of the receivables.

III. Subsequent measurement – ﬁnancial liabilities

Financial liabilities are subsequently measured at amortised cost using

the EIR method (if the impact of discounting/any transaction costs

is signiﬁcant).

c. Measurement – derivative ﬁnancial instruments

Derivative ﬁnancial instruments, including separated embedded

derivatives, that are not designated as hedging instruments in a

hedging relationship are classiﬁed as ﬁnancial instruments at fair value

through proﬁt or loss. Such derivative ﬁnancial instruments are initially

recognised at fair value. They are subsequently measured at their fair

value, with changes in fair value being recognised in proﬁt and loss

within ﬁnance income/ﬁnance costs.

In cases, where the initial fair value is evidenced neither by a quoted

price in an active market for an identical asset or liability nor based on

observable inputs, on subsequent measurement, the diﬀerence

between initial fair value and transaction price is recognised in proﬁt

and loss on an appropriate basis (e.g., straight-line) over the life of the

instrument but no later than when the valuation is wholly supported

by observable market data or the transaction is closed out.

d. Hedging activities

I. Fair value hedge

Some of the Group’s entities may use derivative ﬁnancial instruments

(e.g., interest rate swaps) to manage/mitigate their exposure to the risk

of change in the fair value of borrowings. The Group may designate

certain interest swaps to hedge the risk of changes in fair value of

recognised borrowings attributable to the hedged interest rate risk.

The eﬀective and ineﬀective portion of changes in the fair value of

derivatives that are designated and qualify as fair value hedges are

recorded in proﬁt and loss within ﬁnance income/ﬁnance costs,

together with any changes in the fair value of the hedged liability that

is attributable to the hedged risk. If the hedge no longer meets the

criteria for hedge accounting, the adjustment to the carrying amount

of the hedged item is amortised to proﬁt and loss over the period of

the remaining maturity of the hedged item. The amortisation is based

on the recalculated eﬀective interest rate.

II. Cash ﬂow hedge

Some of the Group’s entities may use derivative ﬁnancial instruments

(e.g., foreign currency forwards, options, swaps) to manage their

exposure to foreign exchange and price risk. Further, the Group may

designate certain derivative ﬁnancial instruments (or its components)

as hedging instruments for hedging the exchange rate risk attributable

to either a recognised item or a highly probable forecast transaction

(cash ﬂow hedge). The eﬀective portion of changes in the fair value

of derivative ﬁnancial instruments (or its components) that are

designated and qualify as cash ﬂow hedges, are recognised in other

comprehensive income and is held within the cash ﬂow hedge reserve

(CFHR) – within other components of equity. Any gains/(losses)

relating to the ineﬀective portion are recognised immediately in

proﬁt and loss within ﬁnance income/ﬁnance costs. The amounts

accumulated in cash ﬂow hedge reserve are accounted for, depending

on the nature of the underlying hedged transaction. If the hedged

transaction subsequently results in the recognition of a non-ﬁnancial

item, the amount accumulated in equity is removed from the separate

component of equity and included in the initial cost or other carrying

amount of the hedged asset or liability. This is not a reclassiﬁcation

adjustment and will not be recognised in OCI for the period.

For any other cash ﬂow hedges, the amount accumulated in OCI (in

CFHR) is reclassiﬁed to proﬁt and loss as a reclassiﬁcation adjustment

in the same period or periods during which the hedged cash ﬂows

aﬀect proﬁt and loss.

If cash ﬂow hedge accounting is discontinued, the amount that has

been accumulated in OCI (in CFHR) remains in accumulated OCI

(in CFHR) if the hedged future cash ﬂows are still expected to occur.

Otherwise, the amount will be immediately reclassiﬁed to proﬁt and

loss as a reclassiﬁcation adjustment.

After discontinuation, once the hedged cash ﬂow occurs, any

amount remaining in accumulated OCI (in CFHR) must be accounted

for depending on the nature of the underlying transaction as

described above.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

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policies continued

III. Net investment hedge

The Group may hedge its net investment in certain foreign

subsidiaries. On doing so, any foreign exchange diﬀerences on the

hedging instrument (e.g., borrowings) relating to the eﬀective portion

of the hedge is recognised in other comprehensive income within the

foreign currency translation reserve (FCTR) – within other components

of equity, so as to oﬀset the change in the value of the net investment

being hedged. The ineﬀective portion of the gain or loss on these

hedges is immediately recognised in proﬁt and loss. The amounts

accumulated in equity are reclassiﬁed to proﬁt and loss when the

foreign operation is disposed.

Derecognition

A ﬁnancial asset (or, where applicable, a part of a ﬁnancial asset or

part of a group of similar ﬁnancial assets) is primarily derecognised

(i.e., removed from the Group’s consolidated statement of ﬁnancial

position) when:

•

The rights to receive cash ﬂows from the asset have expired; or

•

The Group has transferred its rights to receive cash ﬂows from the

asset or has assumed an obligation to pay the received cash ﬂows

in full without material delay to a third party under a pass-through

arrangement; and either (a) the Group has transferred substantially

all the risks and rewards of the asset, or (b) the Group has neither

transferred nor retained substantially all the risks and rewards of the

asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash ﬂows

from an asset or has entered into a pass-through arrangement, it

evaluates if, and to what extent, it has retained the risks and rewards of

ownership. When it has neither transferred nor retained substantially

all of the risks and rewards of the asset, nor transferred control of the

asset, the Group continues to recognise the transferred asset to the

extent of its continuing involvement. In that case, the Group also

recognises an associated liability. The transferred asset and the

associated liability are measured on a basis that reﬂects the rights

and obligations that the Group has retained.

A ﬁnancial liability is derecognised when the obligation under the

liability is discharged or cancelled or expires. When an existing ﬁnancial

liability is replaced by another from the same lender on substantially

diﬀerent terms, or the terms of an existing liability are substantially

modiﬁed, such an exchange or modiﬁcation is treated as the

derecognition of the original liability and the recognition of a new

liability. The diﬀerence in the respective carrying amounts is

recognised in proﬁt and loss.

2.11 Leases

At inception of a contract, the Group assesses a contract as, or

containing, a lease if the contract conveys the right to control the use

of an identiﬁed asset for a period of time in exchange for consideration.

To assess whether a contract conveys the right to control the use of

an identiﬁed asset, the Group assesses whether the contract involves

the use of an identiﬁed asset, the Group has the right to obtain

substantially all of the economic beneﬁts from use of the asset

throughout the period of use, and the Group has the right to direct

the use of the asset.

a. Group as a lessee

The Group recognises a right-of-use asset and a corresponding lease

liability with respect to all lease agreements in which it is the lessee,

in the statement of ﬁnancial position. The lease liability is initially

measured at the present value of the lease payments that are not paid

at the commencement date, discounted by using the rate implicit in

the lease. If this rate cannot be readily determined, the Group uses its

incremental borrowing rate. Lease liabilities include the net present

value of ﬁxed payments (including in-substance ﬁxed payments),

variable lease payments that are based on consumer price index (CPI),

the exercise price of a purchase option if the lessee is reasonably

certain to exercise that option, and payments of penalties for

terminating the lease if the lease term reﬂects the lessee exercising

that option.

Subsequently, the lease liability is measured at amortised cost using

the eﬀective interest rate method. It is remeasured when there is a

change in future lease payments, including changes in CPI or if the

Group changes its assessment of whether it will exercise a purchase,

extension or termination option or when the lease contract is modiﬁed

and the lease modiﬁcation is not accounted for as a separate lease.

The corresponding adjustment is made to the carrying amount of

the right-of-use asset, or is recorded in proﬁt and loss if the carrying

amount of the related right-of-use asset has been reduced to zero.

Right-of-use assets are measured at cost comprising the amount

of the initial measurement of the lease liability, any lease payments

made at or before the commencement date less any lease incentives

received, any initial direct costs, and restoration costs.

Subsequent to initial recognition, right-of-use assets are stated at

cost less accumulated depreciation and any impairment losses and

adjusted for certain remeasurements of the lease liability. Depreciation

is computed using the straight-line method from the commencement

date to the end of the useful life of the underlying asset or the end of

the lease term, whichever is shorter. The estimated useful lives of

right-of-use assets are determined on the same basis as those of the

underlying asset.

In the statement of ﬁnancial position, the right-of-use assets and lease

liabilities are presented separately.

When a contract includes lease and non-lease components, the Group

allocates the consideration in the contract on the basis of the relative

stand-alone prices of each lease component and the aggregate

stand-alone price of the non-lease components.

Short-term leases

The Group has elected not to recognise right-of-use assets and lease

liabilities for short-term leases that have a lease term of 12 months or

less. The Group recognises the lease payments associated with these

leases as an expense on a straight-line basis over the lease term.

Sale and leaseback

In sale and leaseback transactions, the Group ﬁrst considers whether

the initial transfer of the underlying asset to the buyer-lessor is a sale

by applying the requirements of IFRS 15. If the transfer qualiﬁes as a

sale and the transaction is on market terms, the Group derecognises

the asset, recognises a right-of-use asset (and lease liabilities) and

recognises a portion of the total gain or loss on the sale in the proﬁt

and loss. The right-of-use asset is recognised at the proportion of the

previous carrying amount of the asset that relates to the right of use

retained by the seller-lessee. The amount recognised is calculated by

splitting the total gain or loss into:

•

an amount recognised in the proﬁt and loss relating to the buyer-

lessor’s rights in the underlying asset, and

•

an unrecognised amount relating to the rights retained by the

seller-lessee which is deferred by way of reducing the right-of-use

assets initially recognised.

b. Group as a lessor

Whenever the terms of the lease transfer substantially all the risks

and rewards of ownership to the lessee, the contract is classiﬁed as

a ﬁnance lease. All other leases are classiﬁed as operating leases.

Rental income from operating leases is recognised on a straight-line

basis over the term of the relevant lease. Initial direct costs incurred

in negotiating and arranging an operating lease are added to the

carrying amount of the leased asset and recognised on a straight-line

basis over the lease term.

When a contract includes lease and non-lease components, the Group

applies IFRS 15 to allocate the consideration under the contract to

each component.

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policies continued

The Group enters into ‘indefeasible right to use’ (IRU) arrangements

wherein the right to use the assets is given over the substantial part

of the asset life. However, as the title to the assets and the signiﬁcant

risks associated with the operation and maintenance of these assets

remains with the Group, such arrangements are recognised as an

operating lease. The contracted price is recognised as revenue during

the tenure of the agreement. Unearned IRU revenue received in

advance is presented as deferred revenue within liabilities in the

statement of ﬁnancial position.

2.12 Taxes

The income tax expense comprises current and deferred income tax.

Income tax is recognised in the proﬁt and loss, except to the extent

that it relates to items recognised outside proﬁt and loss, in other

comprehensive income or directly in equity, in which case the related

income tax is also recognised accordingly within other comprehensive

income or directly in equity.

a. Current tax

Current tax is calculated on the basis of the tax rates, laws and

regulations, which have been enacted or substantively enacted as at

the reporting date in the respective countries where the Group entities

operate and generate taxable income. The payments made in excess/

(shortfall) of the respective Group entities’ income tax obligation for

the respective periods are recognised in the statement of ﬁnancial

position under income tax assets/income tax liabilities, respectively.

Any interest relating to accrued liabilities for potential tax assessments

is not included in the income tax charge or (credit), but is recognised

within ﬁnance costs.

A provision is recognised for those matters for which the tax

determination is uncertain but it is considered probable that there will

be a future outﬂow of funds to a tax authority. These provisions are

measured at the best estimate of the amount expected to become

payable or based on the expected value approach, as applicable and

are presented within current tax liabilities. The assessment is based on

the judgement of tax professionals within the company supported by

previous experience in respect of such activities and in certain cases

based on specialist independent tax advice.

Current tax assets and tax liabilities are oﬀset where the entity has a

legally enforceable right to oﬀset and intends either to settle on a net

basis, or to realise the asset and settle the liability simultaneously.

b. Deferred tax

Deferred tax is recognised, using the liability method, on temporary

diﬀerences arising between the tax bases of assets and liabilities and

their carrying values in the ﬁnancial statements. However, deferred tax

is not recognised if it arises from initial recognition of an asset or liability

in a transaction other than a business combination that at the time of

the transaction aﬀects neither accounting proﬁt nor taxable proﬁt (tax

loss). Further, deferred tax liabilities are not recognised if they arise

from the initial recognition of goodwill.

Deferred tax assets are recognised only to the extent that it is probable

that future taxable proﬁt will be available against which the temporary

diﬀerences, tax losses and tax credits can be utilised. To assess such

probability, the Group considers proﬁt generation capability of the

taxable entity based on historical trends as well as forecast proﬁtability

for the foreseeable future. When it is probable that there will be

future taxable proﬁts, an evaluation is performed to assess the

availability of suﬃcient deductible temporary diﬀerences during the

foreseeable future, relating to the same taxation authority and in the

same taxable entity.

Deferred tax is recognised on temporary diﬀerences arising on

investments in subsidiaries, associate and joint venture unless the

timing of the reversal of the temporary diﬀerence can be controlled

and it is probable that the temporary diﬀerence will not reverse in the

foreseeable future.

Deferred tax assets, recognised and unrecognised, are reviewed at

each reporting date and assessed for recoverability based on best

estimates of taxable proﬁts for the foreseeable future.

Deferred tax is determined using tax rates (and laws) that have been

enacted or substantively enacted by the reporting date and are

expected to apply when the related deferred tax asset is realised or

the deferred tax liability is settled.

Deferred tax assets and liabilities are oﬀset where there is a legally

enforceable right to oﬀset current tax assets and liabilities and where

the deferred tax balances relate to the same taxation authority.

2.13 Inventories

Group’s inventories include handsets, modems and related

accessories.

Inventories are stated at the lower of cost (determined using the

ﬁrst-in-ﬁrst-out method) and net realisable value. The costs comprise

its purchase price and any directly attributable cost of bringing it to its

present location and condition. Net realisable value is the estimated

selling price in the ordinary course of business, less the estimated

costs of completion and the estimated variable costs necessary to

make the sale.

2.14 Cash and cash equivalents

Cash and cash equivalents include cash in hand, wallet balances, bank

balances, cheques in hand and any deposits with original maturities

of three months or less (i.e., that are readily convertible to known

amounts of cash and cash equivalents, and subject to an insigniﬁcant

risk of a change in value). However, for the purpose of the statement of

cash ﬂows, in addition to the above items, any bank overdrafts that are

an integral part of the Group’s cash management and balances held

under mobile money trust are also included as a component of cash

and cash equivalents.

Term deposits with an original maturity of more than three months are

presented within other bank balances.

2.15 Non-current assets (or disposal groups) held for sale

Non-current assets (or disposal groups) are classiﬁed as assets-held-

for-sale when their carrying amount is to be recovered principally

through a sale transaction and a sale is considered highly probable.

The sale is considered highly probable only when the asset or disposal

group is available for immediate sale in its present condition, it is

unlikely that the sale will be withdrawn and the sale is expected to

complete within one year from the date of classiﬁcation as held for

sale. Disposal groups classiﬁed as held for sale are stated at the lower

of carrying amount and fair value less costs to sell, except for assets

such as deferred tax assets (measured in accordance with IAS 12) and

ﬁnancial assets which are measured at fair value in accordance with

IFRS 9. Non-current assets are not depreciated or amortised while they

are classiﬁed as held for sale.

Assets and liabilities classiﬁed as held for sale are presented separately

in the statement of ﬁnancial position.

A loss is recognised for any initial or subsequent write-down of the

asset (or disposal group) to fair value less costs to sell. A gain is

recognised for any subsequent increases in fair value less costs to sell

of an asset (or disposal group), but not in excess of any cumulative loss

previously recognised.

If the criteria for held for sale are no longer met, it ceases to be

classiﬁed as held for sale and is measured at the lower of (i) its carrying

amount before the asset was classiﬁed as held for sale, adjusted for

any depreciation/amortisation that would have been recognised had

that asset not been classiﬁed as held for sale, and (ii) its recoverable

amount at the date when the disposal group ceases to be classiﬁed

as held for sale.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

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policies continued

2.16 Share capital/share premium

Ordinary shares are classiﬁed as equity when the Group has an

unconditional right to avoid delivery of cash or another ﬁnancial asset,

that is, when the dividend and repayment of capital are at the sole and

absolute discretion of the Group and there is no contractual obligation

whatsoever to that eﬀect. The share premium account is used to

record the premium on issue of shares.

2.17 Employee beneﬁts

The Group’s employee beneﬁts mainly include wages, salaries,

bonuses, deﬁned contribution plans, deﬁned beneﬁt plans, other

long-term beneﬁts, including compensated absences and share-

based payments. The employee beneﬁts are recognised in the year in

which the associated services are rendered by the Group employees.

Short-term employee beneﬁts are recognised in proﬁt and loss at

undiscounted amounts during the period in which the related

services are rendered. Details of long-term employee beneﬁts are

provided below:

•

Deﬁned contribution plans

The contributions to deﬁned contribution plans are recognised in

proﬁt and loss as and when the services are rendered by employees.

The Group has no further obligations under these plans beyond its

periodic contributions.

•

Deﬁned beneﬁt plans

The Group has deﬁned beneﬁt plans in the form of ‘retirement

beneﬁts’ and ‘severance pay’ wherein the cost of providing beneﬁts

is determined using the projected unit credit method, with actuarial

valuations being carried out at the end of each interim reporting

period. The obligation towards these beneﬁts is recognised in the

statement of ﬁnancial position under provisions, at the present value of

the deﬁned beneﬁt obligations. The present value of these obligations

is determined by discounting the estimated future cash outﬂows,

using an appropriate discount rate.

Deﬁned beneﬁt costs are split into the following categories:

•

service costs, which includes current service cost, past service cost

and gains and losses on curtailments and settlements;

•

interest expense; and

•

remeasurements.

The Group recognises service costs within proﬁt and loss as employee

beneﬁt expenses. Past service cost is recognised in proﬁt and loss

when the plan amendment or curtailment occurs. Gains or losses

on settlement of a deﬁned beneﬁt plan are recognised when the

settlement occurs. Interest cost is calculated by applying a discount

rate to the deﬁned beneﬁt liability and is recognised within ﬁnance

costs. Remeasurements comprising actuarial gains and losses are

recognised immediately as a charge or credit to other comprehensive

income in the period in which they occur. Remeasurements recognised

in other comprehensive income are subsequently not reclassiﬁed to

proﬁt and loss.

•

Other long-term employee beneﬁts

The employees of the Group are entitled to compensated absences

as well as other long-term beneﬁts. Compensated absences beneﬁt

comprises encashment and the availing of leave balances that were

earned by the employees over the period of past employment.

The Group provides for the liability (presented under provisions)

towards these beneﬁts on the basis of actuarial valuations carried out

quarterly as at the reporting date, by an independent qualiﬁed actuary

using the projected-unit-credit method. The related re-measurements

are recognised in the proﬁt and loss in the period in which they arise.

•

Share-based payments

Refer to Note below.

2.18 Share-based payments

The Group operates equity-settled and cash-settled compensation

plans under which the Group receives services from employees as

consideration for equity shares/cash-settled units.

The Group measures the fair value of the services received from

employees by reference to the fair value of the equity instruments

granted. The grant-date fair value of equity-settled share-based

payment arrangements is generally recognised as an expense on a

straight-line basis, with a corresponding increase in equity (reserves),

over the vesting period of the awards.

At each reporting date, the Group estimates the number of equity

instruments expected to eventually vest as a result of the eﬀect of

non-market-based vesting conditions. The impact of the revision of the

original estimates of the number of equity instruments expected to

vest, if any, is recognised in proﬁt and loss such that the cumulative

expense reﬂects the revised estimate, with a corresponding

adjustment to reserves.

The fair value of the amount payable to employees in respect of

share-based payments which are settled in cash is recognised as

an expense on a straight-line basis with a corresponding increase

in liabilities, over the period during which the employees become

unconditionally entitled to payment. The liability is remeasured at

each reporting date and at settlement date based on the fair value

of such instruments. Any changes in the liability are recognised in

proﬁt and loss.

As at each reporting date, the Group estimates the number of awards

that are expected to eventually vest. It recognises the impact of any

revision to original estimates in the period of change. Accordingly, no

expense is recognised for awards that do not ultimately vest, except

for where vesting is conditional upon a market performance/non-

vesting condition. These are treated as vesting irrespective of whether

or not the market/non-vesting condition is satisﬁed, provided that

service conditions and all other non-market performance conditions

are satisﬁed.

Where the terms of an award are modiﬁed, in addition to the expense

pertaining to the original award, an incremental expense is recognised

for any modiﬁcation that results in additional fair value, or is otherwise

beneﬁcial to the employee as measured at the date of modiﬁcation.

For further details of equity-settled and cash-settled compensation

plans refer to Note 7.

•

Treasury shares

The company is the sponsoring entity of an Employee Beneﬁt Trust

(EBT) which is controlled by the Group. The company provides funds

to the EBT to enable it to satisfy its objectives. The company’s equity

instruments held by the EBT are accounted for as if they were the

company’s own equity and are treated as treasury shares. Such

treasury shares are recorded at cost and deducted from equity.

Refer to Note 26.1 for details of treasury shares held by the EBT.

2.19 Provisions

a. General

Provisions are recognised when the Group has a present obligation

(legal or constructive) as a result of a past event, it is probable that an

outﬂow of resources will be required to settle the obligation, and the

amount of the obligation can be reliably estimated.

Provisions are measured at the present value of the expenditures

expected to be required to settle the relevant obligation, using a

pre-tax rate that reﬂects current market assessments of the time

value of money (if the impact of discounting is signiﬁcant) and the

risks speciﬁc to the obligation. The increase in the provision due to

un-winding of the discounting due to the passage of time is recognised

within ﬁnance costs.

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2. Summary of signiﬁcant accounting

policies continued

b. Provision for legal, tax and regulatory matters

The Group is involved in various legal, tax and regulatory matters, the

outcome of which may not be favourable to the Group. Management,

in consultation with legal, tax and other advisers where required,

assesses the likelihood that a pending claim will succeed against the

Group. The Group recognises a provision in cases where it is probable

that an outﬂow of resources embodying economic beneﬁts will be

required to settle the obligations arising from such claims.

c. Asset Retirement Obligation (ARO)

AROs are recognised for those lease arrangements where the Group

has an obligation at the end of the lease period to restore the leased

premises to a condition similar to that at inception of the lease. AROs

are provided at the present value of expected costs to settle the

obligation and are recognised as part of the cost of that particular

asset. The estimated future costs of decommissioning are reviewed

annually and any change in the estimated future costs or in the

discount rate applied are adjusted against the cost of the asset.

2.20 Contingencies

A disclosure for a contingent liability is made when there is a possible

obligation or a present obligation that may, but probably will not,

require an outﬂow of resources. When there is a possible obligation

or a present obligation in respect of which the likelihood of outﬂow of

resources is remote, no provision or disclosure is made. Contingent

assets are not recognised unless virtually certain and disclosed only

where an inﬂow of economic beneﬁts is probable.

2.21 Revenue

Revenue is recognised upon the transfer of control of promised

products or services to the customer at the consideration which

the Group has received or expects to receive in exchange for those

products or services, net of any taxes/duties and discounts. When

determining the consideration to which the Group is entitled for

providing promised products or services via intermediaries, the

Group assesses whether the intermediary is a principal or agent

in the onward sale to the end customer. To the extent that the

intermediary is considered a principal, the consideration to which

the Group is entitled is determined to be that receivable from the

intermediary. To the extent that the intermediary is considered to

be an agent, the consideration to which the Group is entitled is

determined to be the amount receivable from the ultimate customer.

Any upfront discount or commission provided to the intermediary is

recognised as a cost of sale in such a case.

The Group has entered into certain multiple-element revenue

arrangements, which involve the delivery or performance of multiple

products, services or right-of-use assets. At the inception of the

arrangement, all the deliverables within the contract are evaluated to

determine whether they represent distinct performance obligations,

and if so, they are accounted for separately.

Total consideration related to the multiple element arrangements is

allocated to each performance obligation based on their relative

standalone selling prices. The stand-alone selling prices are the prices

at which the Group would sell a promised good or service separately

to a customer.

Revenue is recognised when, or as, each distinct performance

obligation is satisﬁed. The main categories of revenue and the basis

of recognition are as follows:

•

Service revenue

Service revenue is derived from the provision of telecommunications

and mobile money services to customers. The majority of the Group’s

customers subscribe to services on a pre-paid basis.

Telecommunications service revenue mainly pertains to usage,

subscription charges for voice, data, messaging and value-added

services and customer onboarding charges.

Telecommunications services are considered to represent a single

performance obligation as all are provided over the Group’s network

and transmitted as data representing a digital signal on the network.

The transmission consumes network bandwidth and therefore,

irrespective of the nature of the communication, the customer

ultimately receives access to the network and the right to consume

network bandwidth.

Customers primarily pay in advance for services of the Group. These

cash amounts are recognised in deferred income in the consolidated

statement of ﬁnancial position and transferred to the proﬁt and loss

when the service obligation has been performed/when the usage of

services becomes remote.

The Group recognises revenue from these services over time as they

are provided. Revenue is recognised over time based on actual units

of telecommunications services provided during the reporting period

as a proportion of the total units of telecommunications services to

be provided.

Subscription charges are recognised over the subscription pack

validity period.

Revenue recognised in excess of amounts invoiced are classiﬁed as

unbilled revenue. If amounts invoiced/collected from a customer are

in excess of revenue recognised, a deferred revenue/advance income

is recognised.

Service revenue also includes revenue from interconnection/roaming

charges for use of the Group’s network by other operators for voice,

data, messaging and signalling services.

Revenue from long distance operations comprise voice services and

bandwidth services (including installation), which are recognised on

the provision of services, provided over the period of the respective

arrangements.

The Group has interconnect agreements with local and foreign

operators. This allows customers from either network to originate or

terminate calls to each other’s network. Revenue is earned and

recognised as per bilateral agreements when other operators’ calls are

terminated to the Group’s network, i.e., when the service is rendered.

As part of the mobile money services, the Group earns commission

from merchants for facilitating recharges, bill payments and other

merchant payments. It also earns commissions on the transfer of

money from one customer wallet to another. Such commission is

recognised as revenue at a point in time on fulﬁlment of these services

by the Group.

Sale of products

Equipment sales mainly pertain to sale of telecommunications

equipment and related accessories for which revenue is recognised

when the control of equipment is transferred to the customer, i.e.,

transferred at a point in time.

Costs to obtain or fulﬁl a contract with a customer

The Group defers costs to obtain or fulﬁl a contract with a customer

over expected average customer life determined based on churn rate

speciﬁc to such contracts.

2.22 Borrowing costs

Borrowing costs consist of interest and other costs that the Group

incurs in connection with the borrowing of funds. Borrowing costs

which are not directly attributable to the acquisition, construction or

production of an asset (that necessarily takes a substantial period of

time to get ready for its intended use or sale) are expensed in the

period they occur.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

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2. Summary of signiﬁcant accounting

policies continued

2.23 Operating proﬁt

Operating proﬁt is stated as revenue less operating expenditure,

including depreciation and amortisation and operating exceptional

items. Operating proﬁt excludes ﬁnance income, ﬁnance costs, other

non-operating income and share of proﬁt of the associate and joint

venture accounted for using equity method.

2.24 Exceptional items – Alternative performance

measures (APMs)

Management exercises judgement in determining the adjustments to

apply to IFRS measurements in order to derive APMs, which provide

additional useful information on the underlying trends, performance

and position of the Group. This assessment covers the nature of the

item being one-oﬀ or non-routine and the signiﬁcance of the impact

of that item on reported performance in accordance with the Group’s

exceptional items policy.

To monitor performance, the Group uses the following APMs:

•

‘Underlying proﬁt before tax’ representing proﬁt before tax for the

period, excluding the impact of exceptional items.

•

‘Underlying proﬁt after tax’ representing proﬁt after tax for the

period, excluding the impact of exceptional items and tax on

exceptional items.

Exceptional items refer to items of income or expense within the

consolidated statement of comprehensive income, which are of such

size, nature or incidence that their exclusion is considered necessary to

explain the performance of the Group and improve the comparability

between periods. Reversals of previous exceptional items are also

considered as exceptional items. When applicable, these items include

network modernisation, share issue expenses, loan prepayment costs,

the settlement of legal and regulatory cases, restructuring costs,

impairments, gain on sale of tower assets and initial recognition of

deferred tax assets. A breakdown of the exceptional items included

in the proﬁt and loss is disclosed in Note 11.

For other APMs, refer pages 240-245.

2.25 Dividends

Dividends to shareholders of the company are deducted from retained

earnings and recognised as a liability, in the year in which the dividends

are approved by the shareholders. Interim dividends are deducted

from the retained earnings when they are paid.

2.26 Earnings per share (EPS)

The Group presents the basic and diluted EPS data. Basic EPS is

computed by dividing the proﬁt for the period attributable to the

owners of the company by the weighted average number of shares

net of any treasury shares outstanding during the period.

Diluted earnings per share adjusts the ﬁgures used in the

determination of basic earnings per share to take into account:

•

the after-income tax eﬀect of interest and other ﬁnancing costs

associated with dilutive potential ordinary shares, and

•

the weighted average number of additional ordinary shares that

would have been outstanding assuming the conversion of all

dilutive potential ordinary shares.

3. Critical accounting estimates,

assumptions and judgements

The estimates and judgements used in the preparation of these

ﬁnancial statements are continuously evaluated by the Group, and

are based on historical experience and various other assumptions

and factors (including expectations of future events), that the Group

believes to be reasonable under the existing circumstances. These

estimates and judgements are based on the facts and events that

existed as at the reporting date, or that occurred after that date but

provide additional evidence about conditions existing as at the

reporting date.

Although the Group regularly assesses these estimates, actual results

could diﬀer materially from these estimates (even if the assumptions

underlying such estimates were reasonable when made), if these

results diﬀer from historical experience or other assumptions do not

turn out to be substantially accurate. The changes in estimates are

recognised in the ﬁnancial statements in the year in which they

become known.

3.1 Key sources of estimation uncertainty

The estimates and assumptions that have a signiﬁcant risk of causing

a material adjustment to the carrying values of assets and liabilities

within the next ﬁnancial year are discussed below:

•

Uncertain tax treatments

Uncertainties exist with respect to the interpretation of complex

tax regulations. Given the wide range of international business

relationships and the long-term nature and complexity of existing

contractual agreements, diﬀerences arising between the actual results

and the assumptions made, or future changes to such assumptions,

could necessitate future adjustments to tax income and expense

already recorded. The Group establishes provisions/contingencies,

based on reasonable estimates, for potential audits by the tax

authorities in the respective countries in which it operates as well

as where the probability of tax authorities accepting the Group’s

treatment is in doubt. The amount of direct tax provisions carried as

part of current tax liabilities amounted to $15m and contingencies

amounted to $16m (refer to Note 29). Reﬂecting the complexities of

tax regulations and international business relationships, as described

above, the Group receives, from time to time, demands from tax

authorities. The Group assesses these demands and estimates

whether a provision should be recorded or a contingent liability

should be disclosed or whether the matter is considered to be remote.

These estimates are based on various factors, such as experience

from previous tax audits and the Group’s interpretation of tax

regulations by the taxable entity and the relevant tax authority.

For those demands where the Group believes there is a low likelihood

of the demand being successful against the Group, no provision is

recorded nor a contingent liability is disclosed. However, these

estimates may be subject to a material change within the next

ﬁnancial year which could lead to the recognition of additional material

provisions or the disclosure of additional material contingent liabilities.

•

Contingent liabilities and provisions

The Group is involved in various legal, indirect tax and regulatory

matters, the outcome of which may not be favourable to the Group.

Management, in consultation with legal, indirect tax and other advisers

where required, assesses the likelihood that a pending claim will

succeed. The Group has applied its judgement and has recognised

liabilities based on whether additional amounts will be payable and has

included contingent liabilities where economic outﬂows are considered

possible but not probable. The Group carried provisions amounting to

189

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Annual Report and Accounts 2023

3. Critical accounting estimates,

assumptions and judgements continued

$30m in respect of indirect tax, legal and regulatory matters and

discloses contingencies amounting to $116m. In recording or

disclosing these amounts, the Group has estimated which claims are

probable and consequently has recorded a provision for those. For

the claims which are possible, the Group has disclosed a contingent

liability. For claims which are considered to be remote, no recording or

disclosure has been made. However, given the nature of these matters

and size of such claims there may be a risk of a material change

within the next ﬁnancial year, including the recognition of additional

provisions, should the Group not be successful in defending the cases

where contingent liabilities are disclosed. For further details, refer to

Notes 25 and 29, respectively.

3.2 Critical judgements in applying the Group’s accounting

policies

There were no critical accounting judgments that would have

a signiﬁcant eﬀect on the amount recognised in the Group’s

ﬁnancial statements.

4. New accounting pronouncements to be

adopted on or after 1 April 2023

The following pronouncements issued by the IASB are relevant to

the Group and eﬀective for annual periods beginning on or after

1 January 2023. The Group’s ﬁnancial statements will be presented in

accordance with these requirements, which are being evaluated but

are not expected to have a material impact on the consolidated results,

ﬁnancial position or cash ﬂows of the Group. These pronouncements

have been issued by IASB but have not yet been adopted by UKEB for

use in the UK.

•

Amendments to IFRS 16 in relation to Sale and leaseback

accounting.

•

Amendments to IAS 1 in relation to ‘classiﬁcation of liabilities as

current and non-current’.

•

Amendments to IAS 12 in relation to ‘deferred tax related to assets

and liabilities arising from a single transaction’.

•

Amendments to IAS 8 in relation to Accounting Estimates.

•

Amendments to IAS 1 in relation to disclosure of accounting policies.

5. Signiﬁcant transactions/new

developments

a) The directors recommended and shareholders approved a ﬁnal

dividend of 3 cents per ordinary share for the year ended 31 March

2022, which was paid on 22 July 2022 to the holders of ordinary

shares on the register of members at the close of business on

24 June 2022.

An interim dividend of 2.18 cents per share was also approved

by the Board on 26 October 2022, which has been paid on

08 December 2022.

b) In April 2022, one of the Airtel Mobile Commerce B.V.’s (AMC B.V.)

subsidiaries, SmartCash Payment Service Bank Limited

(‘SmartCash’), received the ﬁnal approval from the Central Bank

of Nigeria for a full Payment Service Bank licence aﬀording it the

opportunity to deliver a full suite of mobile money services in Nigeria.

Later in August 2022, in line with the directions of the Central Bank

of Nigeria, SmartCash was transferred to Airtel Networks Limited (a

subsidiary of Airtel Africa Group, outside the perimeter of AMC B.V.

Group). Airtel Africa Group has agreed with non-controlling investors

to compensate them for their respective potential loss of value by

way of transferring additional AMC B.V. shares equivalent to the

value of SmartCash on the prescribed trigger event date (subject

to a cap of 5% of the value of AMC B.V. Group), which will only be

payable in the event that SmartCash does not again form part of

the AMC B.V. Group perimeter or the non-controlling investors do

not own a direct shareholding in SmartCash based on regulatory

approvals, by the prescribed trigger event date.

Given that the proposal to compensate the non-controlling

investors is agreed, for their economic value loss due to exclusion

of SmartCash (which they were entitled to before the transfer of

SmartCash to Airtel Nigeria Limited) based on the future fair value of

SmartCash on the prescribed trigger event date, Airtel Africa Group

continues to recognise non-controlling interest with respect to net

assets of SmartCash.

c) In June 2022, the Group announced the acquisition by Airtel Congo

RDC S.A, a subsidiary of the Group, of 58 MHz of additional

spectrum spread across the 900, 1800, 2100, and 2600 MHz bands

for a gross consideration of $42m. An amount of $20m pertaining

to the 900, 1800 and 2100 MHz bands has been capitalized as an

intangible asset and $22m pertaining to the 2600 MHz bands is

carried as intangible asset under development since these bands

are not yet available for use (expected to be available for use by

June 2023).

d) On 7 July 2022, Bharti Airtel International (Netherlands) B.V., one of

the Group’s subsidiaries, completed the early redemption of $450m

of its $1bn of 5.35% guaranteed senior notes due in 2024 for a

consideration of $463m. The consideration included accrued

interest up to the date of redemption and early redemption cost.

e) In July 2022, the Group announced the acquisition by Airtel Kenya,

a subsidiary of the Group, of 60 MHz of additional spectrum in the

2600 MHz band from the Communications Authority of Kenya, for a

gross consideration of $40m. The spectrum is valid from July 2022

for a period of 15 years. This cost has been capitalised as an

intangible asset.

f) In October 2022, the Group announced the acquisition by Airtel

Tanzania, a subsidiary of the Group, of 110 MHz of additional

spectrum spread across the 2600 MHz (two blocks of 2x15 MHz)

and 3500 MHz bands from the Tanzania Communications

Regulatory Authority (TCRA) for a gross consideration of $60m.

The spectrum is being carried as an intangible under development,

since it is not available for use yet (expected to be available for use

by August 2023).

g) In October 2022, the Group announced the acquisition by Airtel

Zambia, a subsidiary of the Group, of 60 MHz of additional spectrum

spread across the 800 MHz and 2600 MHz bands from the Zambia

Information and Communications Technology Authority (ZICTA),

for a gross consideration of $29m which has been capitalised as an

intangible asset.

h) In December 2022, the Group paid $317m (in Nigerian naira) to

acquire 100 MHz of spectrum in the 3500 MHz band and 2x5 MHz

of 2600 MHz band from the Nigerian Communications Commission

(NCC). The 2600 MHz and 3500 MHz spectrum licences are valid

for a period of 10 years from January and July 2023, respectively.

The spectrum has been carried as an intangible under development,

since it is not yet available for use (expected to be available for use

by July 2023).

i) During the year, Airtel Nigeria, a subsidiary of the Group, was

oﬀered renewal of 2100 MHz spectrum license by Nigerian

Communications Commission (NCC) for a gross consideration

of $127m, which was accepted by Airtel Nigeria. This cost was

capitalised as an intangible asset and is being amortised over the

useful life of the spectrum of 15 years. A corresponding liability was

created for the amount payable for the renewal which has been

subsequently paid in April 2023.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

190

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6. Revenue

For the year ended

31 March 2023

31 March 2022

Service revenue

5,245

4,703

Sale of products

5,255

4,714

Transaction price allocated to the remaining performance obligations

Performance obligations that are unsatisﬁed (or partially unsatisﬁed) amounting to $183m as of 31 March 2023 and $162m as as of 31 March

2022 will be satisﬁed, respectively, within a period of the next year.

Revenue recognised that was included in the deferred revenue balance at the beginning of the year:

For the year ended

31 March 2023

31 March 2022

Revenue recognised that was included in the deferred revenue balance at the beginning of the year

162

135

Signiﬁcant changes in the unbilled revenue and deferred revenue balances during the year are as follows:

For the year ended

31 March 2023

31 March 2022

Unbilled

revenue

Deferred

revenue

Unbilled

revenue

Deferred

revenue

Revenue recognised that was included in the deferred revenue balance at the

beginning of the year

–

162

–

135

Increases due to cash received, excluding amounts recognised as revenue

during the year

–

183

–

162

Transfers from unbilled revenue recognised at the beginning of the period to

receivables

–

Reconciliation of costs to obtain or fulﬁl a contract with a customer

For the year ended

31 March 2023

31 March 2022

Costs to obtain or fulﬁl a contract with customer

Opening balance

Costs incurred and deferred

171

Less: cost amortised

(95)

(77)

Foreign currency translation impact

(7)

(0)

Closing balance

124

6.1 Segmental information

The Group’s segment information is provided on the basis of geographical clusters and products to the chief executive oﬃcer (chief operating

decision maker – ‘CODM’) for the purposes of resource allocation and assessment of performance.

The Group’s reporting segments till 31 March 2022 were as follows:

Nigeria

– comprising operations in Nigeria.

East Africa

– comprising operations in Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia.

Francophone Africa

– comprising operations in Chad, Gabon, Democratic Republic of the Congo, Madagascar, Niger, Rebublic of the Congo and

the Seychelles.

Owing to signiﬁcant growth in the Group’s mobile money business and a corresponding change in the organisation structure combined with

changes in information provided to the CODM for the allocation of resources and the assessment of performance, with eﬀect from April 2022,

the Group has identiﬁed mobile money as a new operating and reportable segment. Thus, the segments for the Group are now as follows:

Nigeria mobile services

– comprising of mobile service operations in Nigeria.

East Africa mobile services

– comprising of mobile service operations in Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia.

Francophone Africa mobile services

– comprising of mobile service operations in Chad, Gabon, Democratic Republic of the Congo,

Madagascar, Niger, Rebublic of the Congo and the Seychelles.

Mobile money

– comprising of mobile money services across the Group, including the recently launched payment service bank in Nigeria.

Mobile money segment consolidates the results of mobile money operations from all operating entities within the Group. Airtel Money Commerce B.V. (AMC B.V.) is the

holding company for all mobile money services for the Group, and as of 31 March 2023, it consolidates mobile money operations from eleven OpCos, currently excluding

operations in Nigeria, Tanzania, and Republic of the Congo. It is management’s intention to continue work to transfer all these remaining mobile money services operations

into AMC B.V., subject to local regulatory requirements.

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Annual Report and Accounts 2023

6. Revenue continued

Each segment derives revenue from the respective services housed within each segment, as described above. Expenses, assets and liabilities

primarily related to the corporate headquarters and centralised functions of the Group are presented as unallocated items.

The amounts reported to the chief operational decision-maker (‘CODM’) are based on the accounting principles used in the preparation of the

ﬁnancial statements. Each segment’s performance is evaluated based on segment revenue and segment result.

The segment result is Underlying EBITDA (i.e., earnings before interest, tax, depreciation and amortisation before exceptional items). This is

the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance. During the year ended

31 March 2023, EBITDA is equal to underlying EBITDA since there are no exceptional items pertaining to EBITDA.

Consequent to the change in reportable segments during the period, comparative information has also been restated in line with the

revised segments.

Inter-segment pricing and terms are reviewed and changed by the management to reﬂect changes in market conditions and changes to such

terms are reﬂected in the period in which the changes occur.

The ‘Eliminations’ column comprises inter-segment revenues eliminated upon consolidation.

Segment assets and segment liabilities comprise those assets and liabilities directly managed by each segment. Segment assets primarily

include receivables, property, plant and equipment, capital work in progress, right-of-use assets, intangibles assets, inventories and cash and

cash equivalents. Segment liabilities primarily include operating liabilities. Segment capital expenditure comprises investment in property,

plant and equipment, capital work in progress, intangible assets (excluding licences) and capital advances.

Investment elimination upon consolidation and resulting goodwill impacts are reﬂected in the ‘Eliminations’ column.

Summary of the segmental information and disaggregation of revenue for the year ended and as of 31 March 2023 is as follows:

Nigeria

mobile

services

East Africa

mobile

services

Francophone

Africa

mobile

services

Mobile

money

Others

(unallocated)

Eliminations

Total

Revenue from external customers

Voice revenue

1,052

835

604

–

2,491

Data revenue

884

537

366

–

1,787

Mobile money revenue

–

540

–

540

Other revenue

189

124

114

–

437

2,125

1,496

1,084

540

–

5,255

Inter-segment revenue

152

(177)

–

Total revenue

2,128

1,508

1,090

692

(177)

5,255

Underlying EBITDA

1,099

753

476

344

(97)

–

2,575

Less:

Depreciation and amortisation

344

260

190

–

818

Finance costs

752

Finance income

(29)

Share of proﬁt of associate and joint venture

accounted for using equity method

(0)

Proﬁt before tax

1,034

Other segment items

Capital expenditure

293

256

151

–

748

As of 31 March 2023

Segment assets

2,634

2,255

1,599

945

25,485

(21,752)

11,166

Segment liabilities

2,193

2,393

2,359

742

12,839

(13,168)

7,358

Investment accounted for using equity

method (included in segment assets above)

–

Mobile money revenue is net of inter-segment elimination of $152m mainly for commission on sale of airtime. It includes $103m pertaining to East Africa mobile services

and balance $49m pertaining to Francophone Africa mobile services.

Other revenue includes messaging, value-added services, enterprise, site sharing and handset sale revenue.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

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Annual Report and Accounts 2023

6. Revenue continued

Summary of the segmental information and disaggregation of revenue for the year ended and as of 31 March 2022 is as follows:

Nigeria

mobile

services

East Africa

mobile

services

Francophone

Africa

mobile

services

Mobile

money

Others

(unallocated)

Eliminations

Total

Revenue from external customers

Voice revenue

984

782

592

–

2,358

Data revenue

734

457

334

–

1,525

Mobile money revenue

–

424

–

424

Other revenue

157

146

104

–

407

1,875

1,385

1,030

424

–

4,714

Inter-segment revenue

129

–

(145)

–

Total revenue

1,878

1,395

1,033

553

–

(145)

4,714

Underlying EBITDA

1,043

672

425

281

(110)

–

2,311

Less:

Depreciation and amortisation

268

230

199

–

744

Finance costs

441

Finance income

(19)

Non-operating income (net)

(111)

Share of proﬁt of associate and joint venture

accounted for using equity method

(0)

Exceptional items pertaining to

operating proﬁt

–

Proﬁt before tax

1,224

Other segment items

Capital expenditure

249

259

114

–

656

As of 31 March 2022

Segment assets

2,247

1,886

1,485

776

27,396

(23,426)

10,364

Segment liabilities

1,438

2,450

2,358

588

14,458

(14,577)

6,715

Investment accounted for using equity

method (included in segment assets above)

–

Mobile money revenue is net of inter-segment elimination of $129m mainly for commission on sale of airtime. It includes $85m pertaining to East Africa mobile services and

balance $44m pertaining to Francophone Africa mobile services.

Other revenue includes messaging, value-added services, enterprise, site sharing and handset sale revenue.

Geographical information disclosure based on location of statutory entity of non-current assets (PPE, CWIP, ROU, intangible assets, including

goodwill and intangible assets under development):

As of

31 March 2023

31 March 2022

United Kingdom

Nigeria

2,379

1,670

Netherlands (including goodwill)

3,464

3,773

Others

2,889

2,529

Total

8,732

7,973

193

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Annual Report and Accounts 2023

7. Employee beneﬁts expense

For the year ended

31 March 2023

31 March 2022

Salaries and bonuses

243

258

Deﬁned contribution plan cost

Deﬁned beneﬁt plan cost/(income)

(2)

Staﬀ welfare expenses

Others

287

297

Employee beneﬁt expenses includes directors’ remuneration. For further information about the remuneration of individual directors, refer to

pages 145 to 163 of the directors’ remuneration report.

Details of year end and monthly average number of people employed by the Group during the year:

For the year ended

31 March 2023

31 March 2022

Year end

Average

Year end

Average

Nigeria

779

728

706

686

East Africa

1,250

1,252

1,251

1,230

Francophone Africa

1,144

1,148

1,149

1,151

Corporate and others

827

779

651

596

Total

4,000

3,907

3,757

3,663

7.1 Share-based payment plans

The following table provides an overview of all existing equity-settled and cash-settled plans of the company:

Scheme

Plans

Vesting period

(years)

Contractual

term (years)

Equity settled plans

Replacement stock awards

1–2

IPO Awards

1–3

IPO share options

1–3

IPO executive share options

1–3

Performance share awards

Restricted share awards

One-oﬀ awards

1–3

Replacement awards

1–2

Deferred bonus shares

Cash settled plans

Shadow stock plan

1–2

1 Vesting is subject to service, total shareholder return and ﬁnancial performance conditions.

2 Vesting is subject to service and ﬁnancial performance conditions.

3 Vesting is subject to service conditions only.

The following table exhibits the net compensation expenses under the schemes:

For the year ended

31 March 2023

31 March 2022

Expenses arising from equity and cash settled share based payment transactions

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

194

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Annual Report and Accounts 2023

7. Employee beneﬁts expense continued

The following table provides an overview of all existing share option and cash-settled plans of the company. Details of share options outstanding

during the year are as follows:

31 March 2023

31 March 2022

Number of

share options

(in ‘000)

Weighted

average

exercise price

per share

(in US$)

Number of

share options

(in ‘000)

Weighted

average exercise

price per share

(in US$)

Replacement stock awards

Outstanding at beginning of year

–

299

–

Granted during the year

–

135

–

Exercised during the year

–

(434)

–

Outstanding at the end of the year

–

Exercisable at the end of the year

–

IPO Awards

Outstanding at beginning of year

–

566

–

Additions during the year based on performance

–

Exercised during the year

(133)

–

(511)

–

Forfeited during the year

–

(38)

–

Outstanding at the end of the year

–

Exercisable at the end of the year

–

IPO share options

Outstanding at beginning of year

751

3,132

Exercised during the year

–

Forfeited during the year

–

(2,381)

–

Outstanding at the end of the year

751

Exercisable at the end of the year

751

250

IPO executive share options

Outstanding at beginning of year

8,842

10,594

Exercised during the year

(2,187)

–

(717)

–

Forfeited during the year

(265)

–

(1,035)

–

Outstanding at the end of the year

6,390

8,842

Exercisable at the end of the year

6,390

2,815

Shadow stock plan

Outstanding at beginning of year

–

688

–

Additions during the year based on performance

–

261

–

Exercised during the year

–

(884)

–

Forfeited during the year

–

(65)

–

Outstanding at the end of the year

–

Exercisable at the end of the year

–

Performance share awards

Outstanding at beginning of year

1,523

–

1,373

–

Granted during the year

788

–

1,126

–

Exercised during the year

–

(299)

–

Forfeited during the year

–

(677)

–

Outstanding at the end of the year

2,311

–

1,523

–

Exercisable at the end of the year

–

Restricted share awards

Outstanding at beginning of year

708

–

633

–

Granted during the year

356

–

509

–

Exercised during the year

–

(133)

–

Forfeited during the year

–

(301)

–

Outstanding at the end of the year

1,064

–

708

–

Exercisable at the end of the year

–

One-oﬀ award

Outstanding at beginning of year

301

–

361

–

Granted during the year

–

Exercised during the year

(60)

–

(60)

–

Outstanding at the end of the year

241

–

301

–

Exercisable at the end of the year

–

Replacement awards

Outstanding at beginning of year

661

–

Granted during the year

–

661

–

Exercised during the year

(330)

–

Outstanding at the end of the year

331

–

661

–

Exercisable at the end of the year

Deferred bonus shares

Outstanding at beginning of year

–

Granted during the year

271

–

Outstanding at the end of the year

271

–

Exercisable at the end of the year

–

1 Includes additional awards granted based on meeting performance conditions.

For share options exercised during the year ended 31 March 2023, the weighted average share price during the year was $1.65 per share (March 2022: $1.46 per share).

Represents forfeitures on account of employees not meeting service or performance conditions.

195

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7. Employee beneﬁts expense continued

The total carrying value of cash-settled share-based compensation liability is nil and nil as of 31 March 2023 and 2022, respectively.

The fair value of options and awards is measured using the Black-Scholes valuation model. The key inputs used in the measurement of the grant

date fair valuation of equity-settled plans which are granted during the year are given in the below table:

31 March 2023

31 March 2022

Risk free interest rates

2.12%

0.08% to 0.16%

Expected life

2.00 to 3.00

Volatility

44.14% to 58.36%

36.22% to 38.10%

Dividend yield

2.97%

3.69%

Share price on the date of grant

1.69

1.08

Fair value

1.23 to 1.27

0.70 to 0.75

The expected life of the stock options is based on the company’s expectations and is not necessarily indicative of exercise patterns that may

actually occur. The expected volatility reﬂects the assumption that the historical volatility over a period to the expected life of the options is

indicative of future trends, which may not necessarily be the actual outcome. Further, the expected volatility is based on the weighted average

volatility of the comparable benchmark companies.

The details of weighted average remaining contractual life for the share options are as follows:

Existing plans

31 March 2023

31 March 2022

Remaining contractual life for the share options outstanding as of (years)

0 to 6

0 to 7

7.2 Employee beneﬁts

The details of signiﬁcant employee beneﬁts (included within provisions) are as follows (for details on employee beneﬁt plans refer to Note 2.17):

For the year ended 31 March 2023

For the year ended 31 March 2022

Retirement

beneﬁts

Severance

beneﬁts

Compensated

absences

Total

Retirement

beneﬁts

Severance

beneﬁts

Compensated

absences

Total

Obligation:

Balance as at beginning of the year

Current service cost

Interest cost

Beneﬁts paid

(1)

(2)

(3)

(0)

(3)

Past service cost and gains/(loss)

on settlement

–

(4)

–

(4)

Remeasurements

(0)

Exchange diﬀerences

(0)

Present value of employee

beneﬁt obligation

Liability recognised in the balance sheet

Current portion

Non-current portion

Amount recognised in other comprehensive income for the above plans

For the year ended

31 March 2022

31 March 2021

Loss from change in experience assumptions

(1)

(0)

Loss from change in demographic assumptions

(0)

Gain/(loss) from change in ﬁnancial assumptions

(0)

Remeasurements on liability

(0)

These deﬁned beneﬁt plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market

(investment) risk.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

196

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Annual Report and Accounts 2023

7. Employee beneﬁts expense continued

The ﬁnancial and demographic assumptions used to determine deﬁned beneﬁt obligations are as follows:

As of

31 March 2023

31 March 2022

Discount rate

7.80% to 15.00%

8.00% to 14.00%

Rate of return on plan assets

Rate of salary increase

4.48% to 7.50%

3.84% to 7.00%

Rate of attrition

5.40% to 14.75%

5.20% to 13.00%

Retirement age

55 to 65 years

Mortality rate

CIMA F

The Group regularly assesses these assumptions with the projected long-term plans and prevalent industry standards.

The impact of sensitivity due to changes in the signiﬁcant actuarial assumptions on the deﬁned beneﬁt obligations is given in the table below:

31 March 2023

31 March 2022

Retirement

beneﬁts

Severance

beneﬁts

Total

Retirement

beneﬁts

Severance

beneﬁts

Total

Discount rate

+1.00%

(1)

(0)

(1)

(0)

(1)

–1.00%

(1)

Salary growth rate

+1.00%

(1)

–1.00%

(1)

(0)

(1)

(0)

(1)

Withdrawal rate

+1.00%

(1)

(0)

–1.00%

(1)

(2)

(1)

The above sensitivity analysis is determined based on a method that extrapolates the impact on the net deﬁned beneﬁt obligations, because of

reasonable possible changes in the signiﬁcant actuarial assumptions. Further, the above sensitivity analysis is based on a reasonably possible

change in a particular underlying actuarial assumption, while assuming all other assumptions to be constant. In practice, it is unlikely to occur as

changes in some of the assumptions may be correlated.

The table below summarises the maturity proﬁle and duration of the deﬁned beneﬁts plan liability (retirement and severance beneﬁts) on an

undiscounted basis:

As of

31 March 2023

31 March 2022

Within one year

Within one-three years

Within three-ﬁve years

Above ﬁve years

Weighted average duration in years

8. Other operating expenses

Other operating expenses mainly include the following:

For the year ended

31 March 2023

31 March 2022

Cost of sales

292

243

Repairs and maintenaince

Charitable donations

Cost of sales mainly includes mobile money distribution and gateway charges.

197

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Annual Report and Accounts 2023

8. Other operating expenses continued

8.1 Auditor’s remuneration

The total remuneration of the Group’s auditor, Deloitte and other component audit ﬁrms, for services provided to the Group during the years

ended 31 March 2023 and 2022, respectively is analysed below (in US$ thousands):

For the year ended

31 March 2023

31 March 2022

Fees payable to the company’s auditor and their associates for the audit of the company’s annual accounts

2,407

2,654

Fees payable to the company’s auditor and their associates for the audit of the company’s subsidiaries

2,011

1,805

Total audit fees

4,418

4,459

Non-audit services

Fees payable to the company’s auditor associates for quarterly assurance services performed by component

teams

1,099

1,027

Fees payable to company’s auditor and their associates for other assurance services

488

386

Fees payable to the company’s auditors for half yearly review procedures performed by Deloitte UK for the

purposes of Airtel Aﬁrca plc

342

353

Total non-audit fees

1,929

1,766

Total fees

6,347

6,225

March 2023 fees includes additional fees of $84,180 arising from the completion of March 2022 audit.

9. Depreciation and amortisation

For the year ended

31 March 2023

31 March 2022

Depreciation

715

629

Amortisation

103

115

818

744

10. Finance costs and income

For the year ended

31 March 2023

31 March 2022

Finance costs

Interest on borrowings and other ﬁnancial liabilities

168

162

Interest on lease liabilities

194

148

Net exchange loss

259

Bank charges, corporate guarantee fees and commitment fees

Net loss on derivative ﬁnancial instruments

Other ﬁnance charges

752

441

Finance income

Interest income on deposits

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

198

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Annual Report and Accounts 2023

11. Exceptional items

Underlying proﬁt before tax excludes the following exceptional items:

For the year ended

31 March 2023

31 March 2022

Proﬁt before tax

1,034

1,224

Add: exceptional items

– Gain on sale of tower assets

–

(111)

– Spectrum fee agreement cost

–

– Bond prepayment cost

–

– Provision for settlement of contractual dispute

–

(60)

Underlying proﬁt before tax

1,034

1,164

Represents the gain on the sale of telecommunication tower assets during the year ended 31 March 2022 in the Group’s subsidiaries in Malawi, Madagascar, Tanzania and

Rwanda as part of the Group’s strategic asset monetisation programme recognised in other non-operating income.

Represents cost of agreeing historic spectrum fees during the year ended 31 March 2022 in one of the Group’s subsidiaries recognised in license fees and spectrum usage

charges.

Comprises cost of prepaying $505m bonds during the year ended 31 March 2022 with original maturity of March 2023 recognised in ﬁnance costs.

Represents provision for expected settlement of a contractual dispute recognised during the year ended 31 March 2022, in which one of the Group’s subsidiaries is a party

recognised in other operating expenses.

Underlying proﬁt after tax excludes the following exceptional items:

For the year ended

31 March 2023

31 March 2022

Proﬁt after tax

750

755

– Exceptional items (as above)

–

(60)

– Tax on above exceptional items

–

(2)

– Deferred tax asset recognition

(161)

–

(161)

(62)

Underlying proﬁt after tax

589

693

During the year ended 31 March 2023, the Group has recognised new deferred tax assets in Airtel Kenya. Airtel Kenya had carried forward losses and temporary

diﬀerences on which deferred tax was not previously recognised. Considering Airtel Kenya’s proﬁtability trends, that tax losses have recently been utilised and on the

|basis of forecast future taxable proﬁts, the Group has determined that it is now probable that taxable proﬁts will be available against which the tax losses and temporary

diﬀerences can be utilised. Consequently, the deferred tax asset recognition criteria are met, leading to the recognition of an additional deferred tax asset of $117m during

the year ended 31 March 2023 in Airtel Kenya. Additionally, the Group has also trued up deferred tax assets in Airtel Tanzania and Airtel DRC amounting to $19m and

$25m, respectively on deductible temporary diﬀerences based on updated probability of future taxable proﬁts in these subsidiaries.

Proﬁt attributable to non-controlling interests include beneﬁt of $10m and $33m during the years ended 31 March 2023 and 31 March 2022,

respectively, relating to the above exceptional items.

199

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Annual Report and Accounts 2023

12. Income tax

The major components of the income tax expense are:

For the year ended

31 March 2023

31 March 2022

Current income tax

– For the year

407

343

– Adjustments for prior periods

408

347

Deferred tax

– Origination and reversal of temporary diﬀerences

(10)

141

– Recognition of deferred tax on tax losses and temporary diﬀerences

(119)

(17)

– Write down of deferred tax due to inadequate future taxable proﬁts

–

– Adjustments for prior periods

(5)

(124)

122

Income tax expense

284

469

Factors aﬀecting the tax expense for the year

The table below explains the diﬀerences between the expected tax expenses, being the aggregate of the Group’s geographical split of proﬁts/

(loss) multiplied by the relevant local tax rates and the Group’s total tax expense for each year:

For the year ended

31 March 2023

31 March 2022

Proﬁt before tax as shown in the consolidated income statement

1,034

1,224

Blended tax rate

32.3%

34.2%

Tax expense at the Group’s blended tax rate

334

418

Eﬀect of:

Tax on dividend and undistributed retained earnings of subsidiaries

Deferred tax triggered during the year

(119)

–

Deferred tax recognised on projected proﬁtability

(33)

(17)

Irrecoverable withholding taxes

Adjustment in respect of previous years

(6)

Settlement of various disputes

Expenses (net) not taxable/deductible

(5)

Losses for which no deferred tax asset recognised

(3)

Other tax

(2)

Income tax expense

284

469

Blended tax rate has been derived by applying the following formula:

Proﬁt/(loss) before tax for each entity *Respective statutory tax rate/consolidated proﬁt before tax.

For eﬀective tax rate, refer to alternative performance measures on pages 87-89.

For the year ended 31 March 2023, $119m of deferred tax asset (DTA) was recognised on brought forward tax losses and temporary diﬀerences for Airtel Kenya for the

ﬁrst time due to continued improvement in proﬁtability. Out of $119m of deferred tax, $117m was recognised under exceptional items for the initial recognition of DTA

based on forecasted proﬁtability.

Deferred tax asset (net) recognised during 2022/23 of $19m in the Democratic Republic of Congo and $14m in Tanzania. During 2022/23, this majorly includes deferred

tax asset recognised for $10m and $9m in the Democratic Republic of Congo and Niger, respectively, based on forecasted proﬁtability.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

200

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Annual Report and Accounts 2023

12. Income tax continued

The analysis of deferred tax assets and liabilities is as follows:

Deferred tax assets and liabilities are consolidated jurisdiction wise at component level. The breakdown of deferred tax assets and net deferred

tax liabilities is summarised below.

Deferred tax in jurisdictions with net deferred tax assets is comprised of:

As of

31 March 2023

31 March 2022

Deferred tax assets (net)

a) Deferred tax asset arising out of

Carried forward losses

127

144

Fair valuation of ﬁnancial instruments and exchange diﬀerences

105

Depreciation/amortisation on PPE/intangible assets

Provision for impairment of trade receivables/advances

Deferred tax asset on fair valuation of PPE/intangible

Employee beneﬁts

Provision for inventories

Deferred revenue

–

Others

b) Deferred tax liability due to

Depreciation/amortisation on PPE/intangible assets

(9)

(103)

Others

(3)

–

337

222

Deferred tax in jurisdictions with net deferred tax liabilities is comprised of:

As of

31 March 2023

31 March 2022

Deferred tax liabilities (net)

a) Deferred tax liability due to

Deferred tax liability on retained earnings

(54)

(74)

Depreciation/amortisation on PPE/intangible assets

(213)

(58)

Fair valuation of ﬁnancial instruments and exchange diﬀerences

(0)

(1)

Others

(5)

(6)

b) Deferred tax asset arising out of

Provision for impairment of trade receivables/advances

Carried forward losses

–

Fair valuation of ﬁnancial instruments and exchange diﬀerences

Deferred revenue

Employee beneﬁts

–

Provision for inventories

–

Others

(108)

(114)

Net deferred tax asset/(liability) reﬂected in the statement of ﬁnancial position is as follows:

As of

31 March 2023

31 March 2022

Deferred tax assets

337

222

Deferred tax liabilities

(108)

(114)

Net

229

108

201

Airtel Africa plc

Annual Report and Accounts 2023

12. Income tax continued

Movement reﬂected in proﬁt and loss for each of the temporary diﬀerences and tax losses carry forward is as follows:

As of

31 March 2023

31 March 2022

Deferred tax expenses/(beneﬁt)

Carried forward losses

(58)

Depreciation/amortisation on PPE/intangible assets

(12)

Undistributed retained earnings

(16)

Fair valuation of ﬁnancial instruments and exchange diﬀerences

(28)

(22)

Provision for impairment of trade receivables/advances

(10)

(9)

Deferred revenue

(0)

(5)

Deferred tax on fair valuation of PPE/Intangible

(6)

Employee beneﬁts

(2)

(1)

Provision for inventories

(2)

Others

(2)

(124)

122

The movement in net balance of deferred tax asset and liabilities from prior year end is as follows:

As of

31 March 2023

31 March 2022

Opening balance

108

233

Tax (expense)/credit recognised in statement of proﬁt and loss

124

(122)

Translation adjustment recognised in other comprehensive loss and others

(3)

Closing balance

229

108

Deferred tax assets are recognised to the extent that it is probable that taxable proﬁts will be available against which the deductible temporary

diﬀerences and carry forward tax losses/credits can be utilised. Accordingly, the Group has not recognised deferred tax assets in respect of

deductible temporary diﬀerences and carry-forward tax losses of $927m and $1,593m as of 31 March 2023 and 31 March 2022, respectively,

as it is not currently probable that relevant taxable proﬁts will be available in future. The applicable tax rates for the same vary from 20% to 33%,

depending on the tax jurisdiction in which the respective Group entity operates.

Unused tax losses and deductible temporary diﬀerences for which no deferred tax assets is recognised:

As of

31 March 2023

31 March 2022

Expiring within 5 years

222

389

Expiring beyond 5 years

428

Unlimited

685

776

927

1,593

Unused tax losses and deductible temporary diﬀerences for which deferred tax assets is recognised:

As of

31 March 2023

31 March 2022

Expiring within 5 years

–

Expiring beyond 5 years

–

Unlimited

1,100

708

1,100

708

The Group has not recognised deferred tax liability with respect to unremitted retained earnings and associated foreign currency translation

reserve with respect to certain of its subsidiaries where the Group is in a position to control the timing of the distribution of proﬁts and it is

probable that the subsidiaries will not distribute the proﬁts in the foreseeable future. The taxable temporary diﬀerence associated with respect

to unremitted retained earnings is $29m and $76m as of 31 March 2023 and 31 March 2022, respectively. The distribution of the unremitted

retained earnings is expected to attract a tax in range of 5% to 20% depending on the tax rate applicable as of 31 March 2023 in the jurisdiction

in which the respective Group entity operates. Also, the Group does not recognise deferred tax liability on the unremitted retained earnings

of its subsidiaries wherever it believes that it would avail the tax credit for the dividend distribution tax payable by the subsidiaries on its

dividend distribution.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

202

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Annual Report and Accounts 2023

12. Income tax continued

Factors aﬀecting the tax charge in future years

a) The Group’s future tax charge and eﬀective tax rate, could be aﬀected by the following factors:

•

Change in income tax rate in any of the jurisdictions in which Group operates

•

Overall proﬁt mix between proﬁt and loss making entities

•

Withholding tax on distributed and undistributed retained earnings of subsidiaries

•

Recognition of deferred tax assets in any of the Group entities

b) The Group is routinely subjected to audit by tax authorities in the jurisdictions in which the Group operates. The Group recognises tax

provisions based on reasonable estimates for those matters where determination of tax is uncertain but it is considered probable that there will

be a future outﬂow of funds to tax authorities. The amount of these provisions is based on various factors, such as experience of previous tax

audits and diﬀerent interpretations of tax regulations by the tax authority in jurisdictions in which the Group operates; the amount ultimately

paid for these uncertain tax cases may diﬀer materially and could, therefore, aﬀect the Group’s overall proﬁtability and cash ﬂows in the future.

c) The tax impact of a transaction disclosed as contingent liability can also be uncertain until a conclusion is reached with the relevant tax

authority or through a legal process. Refer to Note 29 for details of the contingencies pertaining to income tax.

13. Earnings per share (EPS)

The details used in the computation of basic EPS:

For the year ended

31 March 2023

31 March 2022

Proﬁt for the year attributable to owners of the company

663

631

Weighted average ordinary shares outstanding for basic EPS

3,751,665,898

3,754,179,962

Basic EPS

17.7 cents

16.8 cents

The details used in the computation of diluted EPS:

For the year ended

31 March 2023

31 March 2022

Proﬁt for the year attributable to owners of the company

663

631

Weighted average ordinary shares outstanding for diluted EPS

1 2

3,756,867,853

3,760,109,303

Diluted EPS

17.7 cents

16.8 cents

Deferred shares have not been considered for EPS computation as they do not have a right to participate in proﬁts.

The diﬀerence between the basic and diluted number of shares at the end of March 2023 being 5,201,955 (March 2022: 5,929,341) relates to awards committed but not

yet issued under the Group’s share-based payment schemes.

203

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14. Property, plant and equipment (PPE)

The following table presents the reconciliation of changes in the carrying value of PPE for the years ended 31 March 2023 and 31 March 2022:

Leasehold

improvements

Building

Land

Plant and

equipment

Furniture

and ﬁxture

Vehicles

Oﬃce

equipment Computer

Total

Capital

work in

progress

Gross carrying value

Balance as of 1 April 2021

2,858

676

3,763

166

Additions/capitalisation

543

626

653

Disposals/adjustments

(0)

(2)

(285)

(2)

(4)

(1)

(296)

(627)

Foreign currency

translation impact

(2)

(1)

(71)

(1)

(0)

(10)

(84)

(3)

Balance as of

31 March 2022

3,045

703

4,009

189

Additions/capitalisation

–

614

700

735

Disposals/adjustments

–

(20)

(3)

(0)

(3)

(5)

(31)

(700)

Foreign currency

translation impact

(3)

(4)

(1)

(390)

(6)

(0)

(6)

(53)

(463)

(12)

Balance as of

31 March 2023

3,249

696

4,215

212

Accumulated depreciation

Balance as of 1 April 2021

936

635

1,697

–

Charge

364

418

–

Disposals/adjustments

(0)

(1)

(241)

(2)

(3)

(252)

–

Foreign currency

translation impact

(1)

(0)

(56)

(0)

(1)

(10)

(68)

–

Balance as of

31 March 2022

1,003

653

1,795

–

Charge

–

374

435

–

Disposals/adjustments

(0)

–

(18)

(3)

(0)

(1)

(5)

(27)

–

Foreign currency

translation impact

(3)

(0)

(222)

(3)

(0)

(5)

(47)

(283)

–

Balance as of

31 March 2023

–

1,137

633

1,920

–

Net carrying value

As of 1 April 2021

1,922

2,066

166

As of 31 March 2022

2,042

2,214

189

As of 31 March 2023

2,112

2,295

212

Related to the reversal of gross carrying value and accumulated depreciation on retirement of PPE and reclassiﬁcation from one category of asset to another.

Includes PPE secured against the Group’s Borrowings outstanding of $44m and $50m as of 31 March 2023 and 31 March 2022, respectively. For details of the security,

refer to Note 22.2.

The carrying value of capital work-in-progress as of 31 March 2023 and 2022 mainly pertains to plant and equipment.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

204

Airtel Africa plc

Annual Report and Accounts 2023

15. Intangible assets

The following table presents the reconciliation of changes in the carrying value of goodwill and other intangible assets for the years ended

31 March 2023 and 31 March 2022:

Goodwill

Other intangible assets

Intangibles

under

development

Software

Licences

(including

spectrum)

Others

Total

Gross carrying value

Balance as of 1 April 2021

3,835

936

963

177

Additions/capitalisation

–

187

194

Disposals/adjustments

–

(53)

(0)

(53)

(194)

Foreign currency translation impact

(8)

–

(28)

(1)

(29)

(2)

Balance as of 31 March 2022

3,827

1,042

1,075

Additions/capitalisation

–

322

331

738

Disposals/adjustments

–

(41)

–

(41)

(331)

Foreign currency translation impact

(311)

–

(106)

(2)

(108)

(10)

Balance as of 31 March 2023

3,516

1,217

1,257

399

Accumulated amortisation

Balance as of 1 April 2021

–

379

405

–

Charge

–

113

115

–

Disposals/adjustments

–

(52)

(0)

(52)

–

Foreign currency translation impact

–

(24)

(1)

(25)

–

Balance as of 31 March 2022

–

416

443

–

Charge

–

103

–

Disposals/adjustments

–

(41)

–

Foreign currency translation impact

–

(60)

(1)

(61)

–

Balance as of 31 March 2023

–

414

444

–

Net carrying value

As of 1 April 2021

3,835

–

557

558

177

As of 31 March 2022

3,827

–

626

632

As of 31 March 2023

3,516

–

803

813

399

Mainly consists of reversal of gross carrying value and accumulated depreciation on retirement of intangibles and reclassiﬁcation from one category of asset to another.

Also includes movement from intangible asset under development on capitalisation.

The Group capitalises deferred spectrum license payments, for which the Group is under an obligation for payment till the expiry of the licence period. Consequently,

intangible assets are recognised at the present value of such payments with a corresponding liability.

The weighted average remaining amortisation period of the Group’s licences as of 31 March 2023 and 2022 is 10.35 years and 9.47 years,

respectively.

Impairment review

As disclosed in Note 6.1, during the year, the Group re-assessed its operating segments which resulted in mobile money becoming a new

operating segment of the Group. In line with this change, for the purposes of impairment testing, mobile money was identiﬁed as an additional

new group of CGUs. The new group of CGUs for impairment testing purposes are Nigeria mobile services, East Africa mobile services,

Francophone Africa mobile services and mobile money (previously Nigeria, East Africa and Francophone Africa). Goodwill was reallocated to

the four groups of CGUs based on the relative values of each group of CGUs, which resulted in goodwill being reallocated from Nigeria mobile

services, East Africa mobile services and Francophone Africa mobile services to the mobile money group of CGUs. Consequently, as of 1 April

2022, goodwill of $1,295m was reallocated to the new group of CGUs, i.e. mobile money.

The carrying amount of goodwill is attributed to the following groups of CGUs:

As of

31 March 2023

31 March 2022

Nigeria – mobile services

900

1,275

East Africa – mobile services

927

1,835

Franchophone Africa – mobile services

503

717

Mobile money

1,186

–

3,516

3,827

205

Airtel Africa plc

Annual Report and Accounts 2023

15. Intangible assets continued

The Group tests goodwill for impairment annually on 31 December. The carrying value of goodwill as of 31 December 2022 was $901m,

$951m, $497m and $1,200m for Nigeria mobile services, East Africa mobile services and Francophone Africa mobile services and mobile

money services, respectively. The recoverable amounts of the above group of CGUs are based on value-in-use, which are determined based

on ten-year business plans that have been approved by the Board.

Whilst the Board performed a long-term viability assessment over a three-year period, for the purposes of assessing liquidity (refer to long-term

viability statement on pages 98-99), the Group has adopted a ten-year plan for the purpose of impairment testing due to the following reasons:

•

The Group operates in emerging markets where the telecommunications and mobile money markets are underpenetrated when compared to

developed markets. In these emerging markets, short-term plans (for example, ﬁve years) are not indicative of the long-term future prospects

and performance of the Group.

•

The life of the Group’s regulatory telecom licences and network assets are at an average of ten years, the spectrum renewals happen for a

period of ten years or more and in general the replacement of technology happens after a similar duration, and

•

The potential opportunities of the emerging African telecom and mobile money sectors, which is mostly a two-to-three player market with

lower smartphone penetration.

Accordingly, the Board approved that this planning horizon reﬂects the assumptions for medium- to long-term market developments,

appropriately covers market dynamics of emerging markets and better reﬂects the expected performance in the markets in which the

Group operates.

While using the ten-year plan, the Group also considers external market data to support the assumptions used in such plans, which is generally

available only for the ﬁrst ﬁve years. Considering the degree of availability of external market data beyond year ﬁve, the Group has performed

sensitivity analysis to assess the impact on impairment of using a ﬁve-year plan. The results of this sensitivity analysis demonstrate that the initial

ﬁve-year plan with appropriate changes, including long-term growth rates applied at the end of this period does not result in any impairment and

does not impact the headroom by more than 6% in any of the group of CGUs as compared to the headroom using the ten-year plan. Further,

the Group is conﬁdent that projections for years six to ten are reliable and can demonstrate its ability, based on past experience, to forecast

cash ﬂows accurately over a longer period. Accordingly, the Board has approved and the Group continues to follow a consistent policy of using

an initial forecast period of ten years for the purpose of impairment testing.

In assessing the Group’s prospects, the directors considered 5G cellular network potential in the markets in which the Group operates

The Group’s ﬁrst endeavour is to secure spectrum for 5G launch and roll out 5G network in key markets. During the ﬁnancial year, the Group

secured 5G spectrum in Nigeria, Kenya, Zambia and Tanzania and will selectively launch 5G services in these markets. Given the relatively low

4G customer penetration in the countries where it operates, the Group will continue to focus on its strategy to expand its data services and

increase data customer penetration by leveraging and expanding its leading 4G network.

The nominal cash ﬂows used in the impairment tests reﬂect the Group’s current assessment of the impact of climate change and associated

commitments the Group has made (refer to climate change disclosures on pages 56-61). Based on the analysis conducted so far, the Group is

satisﬁed that the impact of climate change does not lead to an impairment as of 31 December 2022 and is adequately covered as part of the

sensitivities disclosed below.

The nominal cash ﬂows beyond the planning period are extrapolated using appropriate long-term terminal growth rates. The long-term terminal

growth rates used do not exceed the long-term average growth rates of the respective industry and country in which the entity operates and are

consistent with internal/external sources of information.

The inputs used in performing the impairment assessment as of 31 December 2022 were as follows:

Assumptions

Nigeria

mobile

services

East Africa

mobile

services

Francophone

Africa

mobile

services

Mobile money

Pre-tax discount rate

33.38%

23.01%

21.07%

26.10%

Capital expenditure (as a percentage of revenue)

6-23%

8-20%

9-26%

1-5%

Long term growth rate

7.64%

7.30%

7.35%

7.47%

As of 31 December 2022, the impairment testing did not result in any impairment in the carrying amount of goodwill in any group of CGUs.

The key assumptions in performing the impairment assessment are as follows:

Assumptions

Basis of assumptions

Discount rate

Nominal discount rate reﬂects the market assessment of the risks speciﬁc to the group of CGUs and estimated

based on the weighted average cost of capital for respective CGUs.

Capital expenditures

The cash ﬂow forecasts of capital expenditure are based on experience after considering the capital expenditure

required to meet coverage and capacity requirements relating to voice, data and mobile money services.

Growth rates

The growth rates into perpetuity used are in line with the nominal long-term average growth rates of the

respective industry and country in which the entity operates and are consistent with the internal/external

sources of information.

As of 31 December 2022, the impairment testing did not result in any impairment in the carrying amount of goodwill in any group of CGUs. The

results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount by $1,342m for Nigeria mobile

services (54%), $1,593m for East Africa mobile services (66%), $1,512m for Francophone Africa mobile services (105%) and $2,688m for mobile

money (198%), respectively. The Group, therefore, concluded that no impairment was required to the goodwill held against each group of CGUs.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

206

Airtel Africa plc

Annual Report and Accounts 2023

15. Intangible assets continued

Sensitivity in discount rate and capital expenditure

Management believes that no reasonably possible change in any of the key assumptions would cause the diﬀerence between the carrying value

and recoverable amount for any cash-generating unit to be materially diﬀerent from the recoverable value in the base case. The table below

sets out the breakeven pre-tax discount rate for each group of CGUs, which will result in the recoverable amount being equal with the carrying

amount for each group of CGUs:

Nigeria

mobile

services

East Africa

mobile

services

Francophone

Africa

mobile

services

Mobile money

Pre-tax discount rate

46.89%

32.34%

33.37%

55.00%

The table below presents the increase in isolation in absolute capital expenditure as a percentage of revenue (across all years of the impairment

review) which will result in equating the recoverable amount with the carrying amount for each group of CGUs:

Nigeria

mobile

services

East Africa

mobile

services

Francophone

Africa

mobile

services

Mobile money

Capital expenditure (as a percentage of revenue)

6.21%

8.15%

8.89%

20.24%

No reasonably possible change in the terminal growth rate would cause the carrying amount to exceed the recoverable amount.

Impairment assessment for the year ended 31 March 2022:

The inputs used in performing the impairment assessment at 31 December 2021 were as follows:

Assumptions

Basis of assumptions

Discount rate

Discount rate reﬂects the market assessment of the risks speciﬁc to the group of CGUs and estimated based on

the weighted average cost of capital for each respective group of CGUs.

Capital expenditures

The cash ﬂow forecasts of capital expenditure are based on experience after considering the capital expenditure

required to meet coverage and capacity requirements relating to voice, data and mobile money services.

Growth rates

The growth rates used are in line with the long-term average growth rates of the respective industry and country

in which the entity operates and are consistent with internal/external sources of information.

The key assumptions in performing the impairment assessment are as follows:

Assumptions

Nigeria

East Africa

Francophone

Africa

Pre-tax discount rate

24.35%

16.17%

15.43%

Capital expenditure (as a percentage of revenue)

8-15%

7-15%

7-12%

Long term growth rate

2.65%

5.31%

5.46%

As of 31 December 2021, the impairment testing did not result in any impairment in the carrying amount of goodwill in any group of CGUs. The

results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount by $5,579m for East Africa

(173%) and $2,559m for Francophone Africa (160%). For Nigeria, the recoverable amount exceeds the carrying amount by $2,842m (104%),

including the cash ﬂows of the PSB licence which was received after the impairment testing date. Excluding such cash ﬂows did not result in any

impairment in Nigeria. The Group, therefore, concluded that no impairment was required to the goodwill held against each group of CGUs.

Sensitivity in discount rate and capital expenditure

Management believes that no reasonably possible change in any of the key assumptions would cause the diﬀerence between the carrying value

and recoverable amount for any cash-generating unit to be materially diﬀerent from the recoverable value in the base case. The table below

sets out the breakeven pre-tax discount rate for each group of CGUs, which will result in the recoverable amount being equal with the carrying

amount for each group of CGUs:

Nigeria

East Africa

Francophone

Africa

Pre-tax discount rate

43.70%

34.34%

32.63%

The table below presents the increase in isolation in absolute capital expenditure as a percentage of revenue (across all years of the impairment

review) which will result in equating the recoverable amount with the carrying amount for each group of CGUs:

Nigeria

East Africa

Francophone

Africa

Capital expenditure (as a percentage of revenue)

9.64%

13.99%

11.06%

No reasonably possible change in the terminal growth rate would cause the carrying amount to exceed the recoverable amount.

207

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Annual Report and Accounts 2023

16. Investments accounted for using equity method

The Group’s interests in associate and joint venture are accounted for using the equity method. The details (principal place of operation/country

of incorporation, principal activities and percentage of ownership interest and voting power (direct/indirect) held by the Group) of associate/JV

are set out in Note 34.

The amounts recognised in the statement of ﬁnancial position are as follows:

As of

31 March 2023

31 March 2022

Investment in associate

Investment in joint venture

–

Adjusted for dividend received during the year from associate amounting to $2m (2022: Nil).

On 22 March 2023 the Group entered into a joint venture in the Democratic Republic of Congo. The joint venture is yet to commence its operations.

The amounts recognised in the proﬁt or loss are as follows:

For the year ended

31 March 2023

31 March 2022

Share of proﬁt of associate

Share of proﬁt of joint venture

–

The amount recognised in other comprehensive income is as follows:

For the year ended

31 March 2023

31 March 2022

Share of other comprehensive income of associate

–

Share of other comprehensive income of joint venture

–

17. Derivative ﬁnancial instruments

As of

31 March 2023

31 March 2022

Assets

Currency swaps, forward and option contracts

Interest swaps

Liabilities

Currency swaps, forward and option contracts

Embedded derivatives

Non-current derivative ﬁnancial assets

Current derivative ﬁnancial assets

Non-current derivative ﬁnancial liabilities

(43)

–

Current derivative ﬁnancial liabilities

(5)

(9)

(35)

(3)

The Group holds derivatives which are accounted for as FVTPL. In some of these derivatives, on recognition, since the fair value of these

derivatives could neither be evidenced by a quoted price in an active market nor data from any observable markets was available, the diﬀerence

between the fair value at initial recognition and the transaction price is deferred and recognised on a straight-line basis over the tenure of such

derivatives. The fair value of the derivatives are determined based on a valuation report by the derivative issuer.

A reconciliation of day one aggregate diﬀerence not recognised at the beginning and end of the period of changes in the balance of this

diﬀerence is as follows:

For the year ended

31 March 2023

31 March 2022

Opening balance

Diﬀerence between fair value on initial recognition and transaction price

–

Less: aggregate diﬀerence recognised in proﬁt and loss

(10)

(3)

Closing balance

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

208

Airtel Africa plc

Annual Report and Accounts 2023

18. Other non-ﬁnancial assets

Non-current

As of

31 March 2023

31 March 2022

Advances (net)

Prepayments

Cost to obtain or fulﬁl a contract with a customer

Others

–

151

134

Advances (net) mainly includes payments made to various government authorities under protest, for tax, legal and regulatory sub judice matters and are net of allowance

recognised as part of the Group’s recoverability assessment of $13m and $11m as of 31 March 2023 and 2022, respectively.

Prepayments mainly include advance payments in respect of capacity indefeasible right to use (IRUs) and lease contracts for which leases are yet to commence.

Current

As of

31 March 2023

31 March 2022

Prepayments

Taxes recoverable

Advances to suppliers (net)

Cost to obtain or fulﬁl a contract with a customer

Others

259

215

1 Prepayments mainly include advance payment in respect of capacity indefeasible right to use (IRU), network costs and advance payments for lease contracts for which

leases are yet to commence.

Taxes recoverable include customs duty, sales tax and value-added tax.

Advance to suppliers (net) are disclosed net of provision of $7m and $8m as of 31 March 2023 and 2022, respectively.

Others mainly includes claims receivable from vendors based on contractual arrangements and employee advances net of related provision of $5m and $5m as of

31 March 2023 and 2022, respectively. The balance as of 31 March 2022 included a reimbursement asset amounting to $25m pertaining to a probable obligation

in relation to a deed of support. Based on an agreement between the parties to this arrangement entered during the year, the outstanding amount of $10m as of

31 March 2023 has been reclassiﬁed to other current ﬁnancial assets.

19. Trade receivables

As of

31 March 2023

31 March 2022

Trade receivable

329

303

Less: allowance for impairment of trade receivables

(184)

(180)

145

123

1 Refer to Note 32 for credit risk.

The movement in allowances for doubtful debts is as follows:

For the year ended

31 March 2023

31 March 2022

Opening balance

180

184

Additions

Reversal

(34)

(25)

Net charges/(reversal)

(4)

Closing balance

184

180

There has been no change in the estimation techniques or signiﬁcant assumptions made in calculating the provision.

209

Airtel Africa plc

Annual Report and Accounts 2023

20. Cash and bank balances

Cash and cash equivalents

As of

31 March 2023

31 March 2022

Balances with banks

– On current accounts

248

267

– Bank deposits with original maturity of three months or less

272

281

Cheques on hand

–

Balance held in wallets

Cash on hand

586

638

Other bank balances

As of

31 March 2023

31 March 2022

Term deposits with banks with original maturity of more than three months but less than 12 months

117

220

Margin money deposits

158

Unpaid dividend

131

378

Margin money deposits represent amount given as collateral for legal cases and/or bank guarantees for disputed matters and deposit against derivative contracts.

As of 31 March 2022 these also included deposits given against borrowings in one of the Group’s subsidiaries.

For the purpose of the statement of cash ﬂows, cash and cash equivalents are as follows:

As of

31 March 2023

31 March 2022

Cash and cash equivalents as per statement of ﬁnancial position

586

638

Balance held under mobile money trust

616

513

Bank overdraft

(361)

(304)

841

847

21. Financial assets – others

Current

As of

31 March 2023

31 March 2022

Unbilled revenue

Claims recoverable

Interest accrued on investments/deposits

Others

142

124

As of 31 March 2023, this primarily includes receivables under the Group’s tower sale agreements.

As of 31 March 2023, this primarily relates to advances given for currency swaps, a reimbursement asset pertaining to a deed of support (refer to Note 18) and an amount

receivable from minority shareholders on account of issue of share capital in one of the subsidiaries. As of 31 March 2022, it also included an advance for payment service

bank licence in Nigeria.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

210

Airtel Africa plc

Annual Report and Accounts 2023

22. Borrowings

Non-current

As of

31 March 2023

31 March 2022

Secured

Term loans

Less: current portion (A)

(8)

(50)

–

Unsecured

Term loans

964

655

Non-convertible bonds

1 2

554

1,015

1,518

1,670

Less: current portion (B)

(320)

(184)

1,198

1,486

1,233

1,486

Current

As of

31 March 2023

31 March 2022

Secured

Term loans

–

Unsecured

Term loans

255

248

Bank overdraft

361

304

616

552

Current maturities of long-term borrowings (A + B)

328

234

945

786

Includes impact of fair value hedges (refer to Note 32).

2 Includes debt origination costs.

22.1 Analysis of borrowings

The details given in Notes 22.1.1, 22.1.2 and 22.2 are based on contractual cash ﬂows before adjusting for debt origination cost and fair valuation

adjustments pertaining to Group’s fair value hedges.

22.1.1 Repayment terms of borrowings

The table below summarises the maturity proﬁle of the Group’s borrowings:

As of

31 March 2023

31 March 2022

Within one year

945

786

Between one and two years

826

339

Between two and ﬁve years

345

1,136

Over ﬁve years

–

2,178

2,261

211

Airtel Africa plc

Annual Report and Accounts 2023

22. Borrowings continued

22.1.2

Currency of borrowings

Total

borrowings

Floating rate

borrowings

Fixed rate

borrowings

USD

1,430

713

717

Euro

–

UGX

136

116

KES

128

XAF

141

–

141

XOF

–

Others

196

137

31 March 2023

2,178

1,125

1,053

USD

1,773

500

1,273

Euro

–

UGX

KES

XAF

117

–

117

XOF

–

Others

31 March 2022

2,261

688

1,573

22.2 Security details

The Group has taken borrowings in certain subsidiaries. The details of security provided against such borrowings are as follows:

Entity

Relation

Outstanding loan amount

security detail

31 March 2023

31 March 2022

Airtel Networks Limited

Subsidiary

Pledge of all ﬁxed and ﬂoating assets

Airtel Tanzania plc

Subsidiary

–

First Pari-Passu security in the form of ﬁxed

and ﬂoating charge over all assets, with

certain agreed exclusions, for the outstanding

amount with a maximum amount of up to

125% of the facility.

The $550m USD bonds maturing in 2024 contain a negative pledge covenant whereby Bharti Airtel Limited and certain of its signiﬁcant

subsidiaries are not permitted to create any security interest to secure any indebtedness for borrowed money or obligations evidenced by bonds,

debentures or notes (among other things, and subject to certain exceptions), without at the same time granting security equally and ratably to

the holders of these bonds.

These bonds also contain an event of default clause which gets triggered if Bharti Airtel Limited (intermediate parent entity) ceases to control,

directly or indirectly, at least 51% of the voting power of the voting stock of Bharti Airtel International (Netherlands) B.V. (a subsidiary of the Group)

in addition to other events of default which are usual and customary to such bonds.

These bonds are guaranteed by Bharti Airtel Limited (intermediate parent entity), for detail refer to Note 32. Such guarantee is considered an

integral part of the bonds and, therefore, accounted for as part of the same unit of account.

22.3 Unused lines of credit

The below table provides details of undrawn credit facilities that are available to the Group.

As of

31 March 2023

31 March 2022

Un-drawn credit facilities

859

749

Excluding non-fund-based facilities such as bank guarantees.

For updated details around the committed facilities available to the Group as of the date of authorisation of ﬁnancial statements, refer to Note 2.2

on going concern.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

212

Airtel Africa plc

Annual Report and Accounts 2023

23. Financial liabilities – others

Non-current

As of

31 March 2023

31 March 2022

Deferred payment liability

142

Payable against capital expediture

–

Security deposits

Others

147

Current

As of

31 March 2023

31 March 2022

Payable against capital expenditure

377

247

Interest accrued but not due

Security deposit

Deferred payment liability

Dividend payable to NCI

Others

533

376

This pertains to deposits received from customers/channel partners, which are repayable on demand after adjusting the outstanding from such customers/channel

partners.

This mainly pertains to amount payable to related parties and interest received on trust bank accounts.

24. Other non-ﬁnancial liabilities

Non-current

As of

31 March 2023

31 March 2022

Income received in advance

Current

As of

31 March 2023

31 March 2022

Taxes payable

187

171

Income received in advance

192

176

Taxes payable includes value-added tax, excise, withholding taxes and other taxes payable.

25. Provisions

Non-current

As of

31 March 2023

31 March 2022

Provision for deﬁned beneﬁt obligations

Provision for other long- term employee beneﬁts

Asset retirement obligations

Total

213

Airtel Africa plc

Annual Report and Accounts 2023

25. Provisions continued

Current

As of

31 March 2023

31 March 2022

Provision for short-term employee beneﬁts payable

Provision for sub-judice matters

Provision for deﬁned beneﬁt obligations

Provision for other long- term employee beneﬁts

Total

121

The amount of future cash outﬂows to meet the asset retirement obligations are subject to inherent uncertainties due to limited availability of information on the amount

of cost to be incurred in future.

As of 31 March 2022, this included a probable obligation in relation to a deed of support against which the Group carries a back to back indemnity. Based on an

agreement between the parties to this arrangement entered during the year, the outstanding amount of $10m, as of 31 March 2023, has been reclassiﬁed to other

current ﬁnancial liabilities.

The movement of provision for sub-judice matters is as given below:

For the year ended 31 March 2023

Indirect

tax cases

Legal and

regulatory

cases

Total

Opening balance

Additions during the year

Reversal during the year

(3)

(12)

(15)

Utilisation/settlement during the year

(3)

(22)

(25)

Closing balance

1 Refer footnote 2 above.

For the year ended 31 March 2022

Indirect

tax cases

Legal and

regulatory

cases

Total

Opening balance

Additions during the year

Reversal during the year

(29)

(2)

(31)

Utilisation during the year

(14)

(7)

(21)

Closing balance

For details of contingent liabilities, refer to Note 29.

26. Share capital

As of

31 March 2023

31 March 2022

Authorised shares

3,758,151,504 ordinary shares of $0.50 each (March 2022: 3,758,151,504)

1,879

3,081,744,577 deferred shares of $0.50 each (March 2022:3,081,744,577)

1,541

3,420

Issued, subscribed and fully paid-up shares

3,758,151,504 ordinary shares of $0.50 each (March 2022: 3,758,151,504)

1,879

3,081,744,577 deferred shares of $0.50 each (March 2022: 3,081,744,577)

1,541

3,420

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

214

Airtel Africa plc

Annual Report and Accounts 2023

26. Share capital continued

26.1 Treasury shares

Details of movement in treasury shares:

For the year ended

31 March 2023

31 March 2022

Number

of shares

(in ‘000)

Amount

Number

of shares

(in ‘000)

Amount

Opening balance

4,932,206

3,699,614

Purchased during the year

6,327,804

3,741,747

Excercised during the year

(3,933,952)

(6)

(2,509,155)

(3)

Closing balance

7,326,058

4,932,206

Terms/rights attached to equity shares

The company has following two classes of ordinary shares:

•

Ordinary shares having par value of $0.50 per share. Each holder of equity shares is entitled to cast one vote per share and carry a right

to dividends.

•

Deferred shares of $0.50 each. These deferred shares are not listed and are intended to be cancelled in due course. No share certiﬁcates

are to be issued in respect of the deferred shares. These are not freely transferable and would not aﬀect the net assets of the company. The

deferred shareholders shall have no right to receive any dividend or other distribution or return whether of capital or income. On a return of

capital in a liquidation, the deferred shareholders shall have the right to receive the nominal amount of each deferred share held, but only after

the holder of each ‘Other’ share (i.e., shares other than the deferred shares) in the capital of the company shall have received the amount paid

up on each such ‘Other’ share held and the payment in cash or in specie of £100,000 (or its equivalent in any other currency) on each such

‘Other’ shares held. The company shall have an irrevocable authority from each holder of the deferred shares at any time to purchase all or any

of the deferred shares without obtaining the consent of the deferred shareholders in consideration of the payment of an amount not exceeding

one US$ cent in respect of all of the deferred shares then being purchased.

27. Other equity

a. Retained earnings

Retained earnings represent the amount of accumulated earnings of the company and gains/(losses) on common control transactions.

The company’s distributable reserves are equal to the balance of its retained earnings of $689m (as presented on page 237 in the company only

ﬁnancial statements). The majority of the distributable reserves are held in investment and operating subsidiaries. Management continuously

monitors the level of distributable reserves in each company in the Group, ensuring adequate reserves are available for upcoming dividend

payments and that the company has access to these reserves.

b. Share premium

The aggregate diﬀerence between the par value of shares and the subscription amount is recognised as share premium.

c. Other components of equity

Foreign

currency

translation

reserve

stablisation

reserve

Share based

payment

reserve

Treasury

Total

As of 1 April 2021

(2,399)

(4)

(2,396)

Net losses due to foreign currency translation diﬀerences

(4)

–

(4)

Net losses on net investments hedge

(8)

–

(8)

Employee share-based payment reserve

–

Purchase of own shares

–

(6)

Transaction with NCI

(1)

–

(1)

As of 31 March 2022

(2,412)

(7)

(2,412)

As of 1 April 2022

(2,412)

(7)

(2,412)

Net losses due to foreign currency translation diﬀerences

(341)

–

(341)

Employee share-based payment reserve

–

Purchase of own shares

–

(11)

As of 31 March 2023

(2,753)

(12)

(2,758)

215

Airtel Africa plc

Annual Report and Accounts 2023

27. Other equity continued

27.1 Dividends

For the year ended

31 March 2023

31 March 2022

Distributions to equity holders in the year:

Final dividend for the year ended 31 March 2022 of 3 cents (2021: 2.5 cents) per share

113

Interim dividend for the year ended 31 March 2023 of 2.18 cents (2022: 2 cents) per share

195

169

Proposed dividend for the year ended 31 March 2023 of 3.27 cents (2022: 3 cents) per share

123

113

The proposed ﬁnal dividend is subject to approval by shareholders at the Annual General Meeting (AGM) and has not been included as a liability

in these ﬁnancial statements. The proposed dividend is payable to all ordinary shareholders on the register of members on 23 June 2023.

The payment of this dividend will not have any tax consequences for the Group.

28. Investments in subsidiaries

The details (principal place of operation/country of incorporation, principal activities and percentage ownership interest and voting power

(direct/indirect) held by the Group) of subsidiaries are set out in Note 34.

Summarised ﬁnancial information of the principal subsidiaries having material non-controlling interests is as follows:

A. Airtel Tanzania Public Limited Company

Summarised ﬁnancial position

As of

31 March 2023

31 March 2022

Assets

Non-current assets

518

375

Current assets

182

194

Liabilities

Non-current liabilities

225

162

Current liabilities

318

307

Equity

157

100

Percentage of ownership interest held by NCI

49%

Accumulated NCI

Includes share of goodwill of $21m (March 2022: $21m).

Summarised income statement

For the year ended

31 March 2023

31 March 2022

Revenue

337

308

Net proﬁt

150

Other comprehensive loss

(0)

(19)

Total comprehensive income

131

Proﬁt allocated to NCI

Summarised cash ﬂows

For the year ended

31 March 2023

31 March 2022

Net cash inﬂow from operating activities

103

124

Net cash outﬂow from investing activities

(66)

(87)

Net cash outﬂow from ﬁnancing activities

(25)

(51)

Net cash inﬂow/(outﬂow)

(14)

Dividend paid to NCI during the year (included in cash ﬂow from ﬁnancing activities)

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

216

Airtel Africa plc

Annual Report and Accounts 2023

28. Investments in subsidiaries continued

B. Airtel Malawi plc

Summarised ﬁnancial position

As of

31 March 2023

31 March 2022

Assets

Non-current assets

123

126

Current assets

Liabilities

Non-current liabilities

Current liabilities

122

Equity

Percentage of ownership interest held by NCI

20%

Accumulated NCI

Includes share of goodwill of $33m (March 2022: $42m).

Summarised income statement

For the year ended

31 March 2023

31 March 2022

Revenue

164

170

Net proﬁt

Other comprehensive (loss)/income

(9)

Total comprehensive income

Proﬁt allocated to NCI

Summarised cash ﬂows

For the year ended

31 March 2023

31 March 2022

Net cash inﬂow from operating activities

Net cash (outﬂow)/inﬂow from investing activities

(5)

Net cash outﬂow from ﬁnancing activities

(56)

(18)

Net cash inﬂow

Dividend paid to NCI during the year (included in cash ﬂow from ﬁnancing activities)

C. Airtel Mobile Commerce B.V. sub-group (i.e., including subsidiaries)

Summarised ﬁnancial position

As of

31 March 2023

31 March 2022

Assets

Non-current assets

Current assets

757

616

Liabilities

Non-current liabilities

Current liabilities

592

456

Equity

187

166

Percentage of ownership interest held by NCI

26%

Accumulated NCI

In addition, NCI was increased by $3m, i.e., NCI’s proportionate share of the consideration for transfer of SmartCash Payment Service Bank (PSB) Limited from the control

of AMC B.V. to Airtel Networks Limited. For details, refer to note 5(b).

217

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Annual Report and Accounts 2023

28. Investments in subsidiaries continued

Summarised income statement

For the year ended

31 March 2023

31 March 2022

Revenue

584

308

Net proﬁt

183

Other comprehensive loss

(9)

(2)

Total comprehensive income

174

Proﬁt allocated to NCI

Summarised cash ﬂows

For the year ended

31 March 2023

31 March 2022

Net cash inﬂow from operating activities

220

110

Net cash outﬂow from investing activities

(42)

(75)

Net cash (outﬂow)/inﬂow from ﬁnancing activities

(151)

Net cash inﬂow

Dividend paid to NCI during the year(included in cash ﬂow from ﬁnancing activities)

–

29. Contingent liabilities and commitments

(i) Contingent liabilities

As of

31 March 2023

31 March 2022

(a) Taxes, duties and other demands (under adjudication/appeal/dispute)

– Income tax

– Value-added tax

– Customs duty and excise duty

– Other miscellaneous demands

(b) Claims under legal and regulatory cases, including arbitration matters

2 3

132

145

There are uncertainties in the legal, regulatory and tax environments in the countries in which the Group operates and there is a risk of demands,

which may be raised based on current or past business operations. Such demands have in the past been challenged and contested on merits

with the relevant authorities and appropriate settlements agreed.

The reduction of $13m in contingent liabilities during the year ended 31 March 2023 is primarily due to a change in the likelihood of outﬂow of

resources from possible to remote related to the 2016 VAT matter on the sale of towers.

The company and its subsidiaries are currently and may become, from time to time, involved in a number of legal proceedings, including inquiries

from, or discussions with, governmental authorities that are incidental to their operations. As of 31 March 2023, the Group’s key contingent

liabilities include the following:

1. Value-added tax (VAT)

VAT Audit 2016

In July 2016, one of the subsidiaries in the mobile services business made a payment to another subsidiary engaged in passive infrastructure

services for all invoices raised since 2013 for rendering tower services. The subsidiary claimed the input VAT charged on these invoices.

During the desktop VAT audit conducted by the tax authorities for 2016, the above-mentioned VAT credit was denied alleging that the VAT

credit was time-barred. Based on the VAT rules, the mobile services subsidiary is of the view that the time limitation for claiming input VAT

starts from the year in which payment is made against the invoice. Since the payment was made in 2016, the time limit for claiming input credit

(by 31 December of following year) had not lapsed.

In October 2016, the mobile services subsidiary received a notice of recovery and proceeded to make the 10% deposit in order to initiate

litigation. The subsidiary submitted a comprehensive letter to the authorities in October 2017, for which a response is awaited from the tax

authorities. An amount of $8m is included within contingent liabilities in respect of this matter. No provision has been created against this claim.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

218

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Annual Report and Accounts 2023

29. Contingent liabilities and commitments continued

Claims under legal and regulatory cases, including arbitration matters

2. One of the subsidiaries of the Group is involved in a dispute with one of its vendors, with respect to invoices for services provided to a

subsidiary under a service contract. The original order under the contract was issued by the subsidiary for a total amount of Central African

franc (CFA) 473,800,000 (approx. $1m). In 2014, the vendor-initiated arbitration proceedings claiming a sum of approximately CFA 1.9bn

(approx. $3m). In mid-May 2019, the lower courts imposed a penalty of CFA 35bn (approx. $59m), based on which certain banks of the

subsidiary were summoned to release the funds. The subsidiary immediately lodged an appeal in the Supreme Court for a stay of execution

which was granted. Subsequently, the vendor ﬁled an appeal before the Common Court of Justice and Arbitration (CCJA). Quite unexpectedly,

in April 2020, the CCJA lifted the Supreme Court stay of execution. In May 2021, the Commercial Division of the High Court maintained new

seizures carried out by the vendor. The subsidiary appealed and the Court of Appeal determination on the seizures is pending as of April 2022.

In March 2022 the CCJA interpreted its judgment of March 2019 to indicate that the daily penalty could not be maintained after its ruling

dated 18 November 2018.

Separately, in December 2020 the subsidiary initiated criminal proceedings against the vendor for fraud and deceitful conduct. In February

2021, the investigating judge issued an order to cease the investigation which was appealed by the subsidiary. In March 2022, the Court

Appeal quashed the investigative judge order and allowed the investigation into the vendor to resume. Testimony in the criminal investigation

case happened on 26 April 2022 in front of the Criminal Court of Appeal where the honorable judge has further re-examined the facts from

the representatives of the subsidiary against this case. The court will provide a further update on the upcoming proceedings in due course.

As per the law no civil action can be initiated against the subsidiary while criminal proceedings are ongoing. On 30 November 2022 subsidiary

was notiﬁed that the plaintiﬀ has appealed in the court of cassation against the stay of execution dated 30 May 2022. Subsidiary has ﬁled its

response on 26 January 2023. The Group still awaits the Supreme Court ruling on the merits of the case, and until that time has disclosed this

matter as a contingent liability for $59m (included in the closing contingent liability). No provision has been made against this claim.

3. One of the subsidiaries of the Group is involved in a dispute with one of its distributors, with respect to alleged unpaid commissions, bonuses

and beneﬁts, totalling approximately $11m, over a period of around 11 years of its business relationship with the subsidiary. In March 2012, the

distributor ﬁled a claim against the subsidiary in the High Court. On 4 October 2016, the High Court ruled against the subsidiary and ordered

to pay the claimed amount of approximately $11m to the distributor. On 5 October 2016, the subsidiary ﬁled an appeal in the Court of Appeal

against the order of the High Court, which on 24 July 2020 was ruled against the subsidiary. On 7 August 2020, the subsidiary ﬁled an appeal

against the decision of the Court of Appeal, in the Supreme Court. Record of appeal has been transmitted to the Supreme Court and briefs of

argument are currently being prepared.

Despite the strength of the subsidiary’s line of defence, as both the High Court and Court of Appeal have ruled against the subsidiary, it is

appropriate to disclose this matter as contingent liability for $11m, pending the decision of the Supreme Court. No provision has been made

against this claim.

In addition to the individual matters disclosed above, in the ordinary course of business, the Group is a defendant or co-defendant in various

litigations and claims which are immaterial individually.

Guarantees:

Guarantees outstanding as of 31 March 2023 and 31 March 2022 amounting to $9m and $8m, respectively, have been issued by banks and

ﬁnancial institutions on behalf of the Group. These guarantees include certain ﬁnancial bank guarantees which have been given for sub judice

matters and the amounts with respect to these have been disclosed under capital commitments, contingencies and liabilities, as applicable,

in compliance with the applicable accounting standards.

(ii) Commitments

Capital commitments

The Group has contractual commitments towards capital expenditure (net of related advances paid) of $313m and $295m as of 31 March 2023

and 31 March 2022, respectively.

30. Leases

(a) As a lessee

Right-of-use assets

2022/23

Plant and

equipment

Others

Total

Balance as of 1 April 2022

1,034

1,109

Additions (net)

738

783

Depreciation charge for the year

(267)

(13)

(280)

Foreign currency translation impact

(108)

(7)

(115)

Balance as of 31 March 2023

1,397

100

1,497

219

Airtel Africa plc

Annual Report and Accounts 2023

30. Leases continued

2021/22

Plant and

equipment

Others

Total

Balance as of 1 April 2021

724

799

Additions (net)

524

539

Depreciation charge for the year

(199)

(12)

(211)

Foreign currency translation impact

(15)

(3)

(18)

Balance as of 31 March 2022

1,034

1,109

Lease liabilities

As of

31 March 2023

31 March 2022

Maturity analysis:

Less than one year

572

456

Later than one year but not later than two years

545

412

Later than two years but not later than ﬁve years

912

762

Later than ﬁve years but not later than nine years

468

453

Later than nine years

Total undiscounted lease liabilities

2,535

2,147

Lease liabilities included in the statement of ﬁnancial position

2,047

1,660

Amounts recognised in proﬁt or loss

For the year ended

31 March 2023

31 March 2022

Interest on lease liabilities

194

148

i. Plant and equipment

The Group leases passive infrastructure for providing telecommunications services under composite contracts which include lease of passive

infrastructure and land on which the passive infrastructure is built as well as maintenance, security, provision of energy and other services. These

leases typically run for a period of 3-15 years. Some leases include an option to renew the lease mainly for an additional period of 3-10 years after

the end of initial contract term based on renegotiation of lease rentals. Considering this, the Group has only considered the original lease period

for lease term determination. A portion of certain lease payments change on account of changes in consumer price indices (CPI). Such payment

terms are common in lease agreements in the countries where the Group operates. Lease terms are negotiated on an individual basis and

contain a wide range of diﬀerent terms and conditions.

ii. Other leases

The Group’s other leases comprise lease of oﬃces, shops, showrooms, guest houses, warehouses, data centers, vehicles and Indefeasible right

of use (IRU).

(b) As a lessor

The Group’s lease arrangements as a lessor mainly pertain to passive infrastructure (plant and equipment). Lease income from such

arrangements is presented as revenue in the statement of comprehensive income.

For the year ended

31 March 2023

31 March 2022

Operating lease

Lease income recognised in proﬁt or loss

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the

reporting date:

For the year ended

31 March 2023

31 March 2022

Less than one year

One to two years

Two to three years

Three to four years

Four to ﬁve years

More than ﬁve years

Total

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

220

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Annual Report and Accounts 2023

31. Related party disclosure

(a) List of related parties

i. Parent company

Airtel Africa Mauritius Limited

ii. Intermediate parent entities

Network i2i Limited

Bharti Airtel Limited

Bharti Telecom Limited

iii. Ultimate controlling entity

Bharti Enterprises (Holding) Private Limited. It is held by private trusts

of Bharti family, with Mr. Sunil Bharti Mittal’s family trust eﬀectively

controlling the company.

iv. For list of subsidiaries, associate and joint venture refer

to Note 34

v. Other entities with whom transactions have taken place

during the reporting period

a. Fellow subsidiaries

Nxtra Data Limited

Bharti Airtel Services Limited

Bharti International (Singapore) Pte Ltd

Bharti Airtel (UK) Limited

Bharti Airtel (France) SAS

Bharti Airtel Lanka (Private) Limited

Bharti Hexacom Limited

b. Other related parties

Airtel Ghana Limited (till October 2021)

Singapore Telecommunications Limited

vi. Key management personnel (KMP)

a. Executive directors

Olusegun Ogunsanya (since October 2021)

Raghunath Venkateswarlu Mandava (till September 2021)

Jaideep Paul (since June 2021)

b. Non-executive directors

Sunil Bharti Mittal

Awuneba Ajumogobia

Douglas Baillie

John Danilovich

Andrew Green

Akhil Gupta

Shravin Bharti Mittal

Annika Poutiainen

Ravi Rajagopal

Kelly Bayer Rosmarin

Tsega Gebreyes (since October 2021)

c. Others

Olusegun Ogunsanya (till September 2021)

Jaideep Paul (till May 2021)

Ian Ferrao

Michael Foley

Razvan Ungureanu

Luc Serviant

Daddy Mukadi

Neelesh Singh (till December 2022)

Ramakrishna Lella

Olivier Pognon (till October 2021)

Edgard Maidou (since October 2021)

Rogany Ramiah

Stephen Nthenge

Vimal Kumar Ambat (till October 2022)

Ashish Malhotra (till June 2022)

Vinny Puri

C Surendran (from August 2021 to December 2022)

Olubayo Augustus Adekanmbi (from December 2021 to

November 2022)

Anthony Shiner (since May 2022)

Apoorva Mehrotra (since October 2022)

In the ordinary course of business, there are certain transactions among the Group entities and all these transactions are on arm’s length

basis. However, the intra-group transactions and balances, and the income and expenses arising from such transactions, are eliminated

on consolidation. The transactions with remaining related parties for the years ended 31 March 2023 and 31 March 2022 respectively,

are described below:

The summary of transactions with the above-mentioned parties is as follows:

Relationship

For the year ended

31 March 2023

March 31, 2022

Parent

company

Intermediate

parent entity

Fellow

subsidiaries

Joint

venture

Associates

Other

parties

Parent

company

Intermediate

parent entity

Fellow

subsidiaries

Joint

venture

Associates

Other

parties

Sale/rendering

of services

–

Purchase/

receiving of

services

–

Rent and other

charges

–

Guarantee

and collateral

fee paid

–

Purchase of

assets

–

Dividend paid

109

–

Dividend

received

–

221

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Annual Report and Accounts 2023

31. Related party disclosure continued

The outstanding balance of the above-mentioned related parties are as follows:

Relationship

Parent

company

Intermediate

parent entity

Fellow

subsidiaries

Joint venture

Associate

Other related

parties

As of 31 March 2023

Trade payables

–

Trade receivables

–

Corporate gurantee fee payable

–

Guarantees and collaterals taken (including

performance guarantees)

–

2,000

–

Reimbursement asset (refer to Note 21)

–

As of 31 March 2022

Trade payables

–

Trade receivables

–

Corporate gurantee fee payable

–

Guarantees and collaterals taken (including

performance guarantees)

–

2,000

–

Reimbursement asset (refer to Note 18)

–

This guarantee (200% of the bond amount) relates to the $1bn USD non-convertible bonds (refer to Note 22) with original maturity of 2024. The Group has prepaid a

portion of these bonds and the outstanding amount as on 31 March 2023 is $550m (31 March 2022: $1,000m). In accordance with the legal and regulatory requirements

pertaining to these bonds, the guarantee amount can be reduced only once these are paid in full and thus the full guarantee amount (based on issued value of guarantee)

is disclosed.

Key management compensation (KMP)

KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly,

including any director, whether executive or otherwise. For the Group, these include Executive Committee members. Fuller disclosures on

directors’ remuneration are set out in the directors’ remuneration report on pages 145 to 163. Remuneration to KMP were as follows:

For the year ended

31 March 2023

31 March 2022

Short-term employee beneﬁts

Performance linked incentive

Share-based payment

Other long term beneﬁts

Other beneﬁts

32. Financial risk management

The Group has liabilities in the form of borrowings, guarantees, trade and other payables as well as receivables in the form of loans, cash,

deposits, trade and other receivables. These arise as a part of the business activities and operations of the Group.

The business activities of the Group expose it to a variety of ﬁnancial risks, namely market risks (that is, foreign exchange risk, interest rate risk

and price risk), credit risk and liquidity risk. Further, the Group uses certain derivative ﬁnancial instruments to mitigate some of these risk

exposures. The Group’s senior management oversees the management of these risks. The senior professionals working to manage the ﬁnancial

risks and the appropriate ﬁnancial risk governance framework for the Group are accountable to the Board of directors and the Audit and Risk

Committee. The Group’s Finance Committee is primarily responsible for matters, including framing of policies and execution procedures as well

as laying down the risk framework mechanisms for the treasury function that will help the company to achieve its strategic ﬁnancial goals,

balancing opportunity, prudence and initiative with risk control measures. This provides assurance to the Group that the Group’s ﬁnancial

risk-taking activities are governed by appropriate policies and procedures and that ﬁnancial risks are identiﬁed, measured and managed in

accordance with Group policies and Group risk appetite. All derivative activities for risk management purposes are carried out by specialist

teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes

shall be undertaken.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

222

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32. Financial risk management continued

Details of key risks applicable to the Group are summarised below:

•

Market risk

Market risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market prices. Market

prices comprise three types of risk – currency rate risk, interest rate risk and other price risks, such as equity risk. Financial instruments aﬀected

by market risk include loans and borrowings, deposits, investments, and derivative ﬁnancial instruments.

The Group’s activities expose it to a variety of ﬁnancial risks, including the eﬀects of changes in foreign currency exchange rates and interest

rates. The Group may use derivative ﬁnancial instruments such as foreign exchange forward contracts, options, currency swaps and interest rate

swaps and options to manage its exposures to foreign exchange ﬂuctuations and interest rates.

•

Foreign exchange risk

Foreign exchange risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in foreign

exchange rates. The Group has foreign currency loans and foreign currency trade payables and receivables and is, therefore, exposed to foreign

exchange risk. Further, the Group derives revenue and incurs costs in local currencies where it operates, but it also incurs 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 the Group’s OpCos and the US dollar could have a negative eﬀect on Group’s liquidity and ﬁnancial

condition. In some markets, the Group faces instances of limited supply of foreign currency within the local monetary system. This not only

constrains Group’s ability to fully beneﬁt at Group level from strong cash generation by those OpCos but also impacts its ability to make timely

foreign currency payments to our international suppliers.

The Group may use risk management products such as foreign exchange options, currency swaps or forward contracts towards hedging risk

resulting from changes and ﬂuctuations in foreign currency exchange rate. These foreign exchange contracts, carried at fair value, may have

varying maturities depending upon the primary host contract requirement and risk management strategy of the Group. The Group manages its

foreign currency risk by hedging its foreign currency exposure as per business needs and as approved by Board in accordance with established

risk management policy. The Group also continues to mitigate foreign exchange risk by minimising cash held in local currency in its various

OpCos where possible through such risk management products.

Given the severity of this risk, speciﬁcally in some of Group’s OpCos, Group management continuously monitors the potential impact of this risk

of exchange rate ﬂuctuations based on the following methodology:

a) Comparing the average devaluation of each currency in the markets in which the Group operates against US dollar on 3-year and 5-year

historic basis and onshore forward exchange rates over a 1-year period.

b) If either of the above devaluations is higher than 5% per annum, management selects the highest of these exchange rates.

c) Management then uses this exchange rate to monitor the potential impact of using such rate on the Group’s income statement so that the

Group can actively monitor and assess the impact on the Group’s ﬁnancials due to exchange rate ﬂuctuations.

Based on the above-mentioned methodology, the weighted average yearly potential devaluation of the basket of currencies in which the Group

is exposed is estimated to be in the range of 7% to 8% in the subsidiaries meeting the above criteria.

With respect to currency devaluation sensitivity, on a 12-month basis, a 1% currency devaluation across all currencies in our OpCos would have

a negative impact of $51m on revenues, $31m on EBITDA and $23m on ﬁnance costs (excluding derivatives). Our largest exposure is to the

Nigerian naira, for which a 1% devaluation would have a negative impact of $22m on revenues, $12m on EBITDA and $7m on ﬁnance costs

(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.

Based on above-mentioned speciﬁc methodology, for the identiﬁed OpCos, management evaluates speciﬁc mitigation actions based on

available mechanisms in each of the geographies. For further details on such mitigation action refer to the risk section of the Annual Report.

This net investment hedge accounting relationship as of the end of each year, and its impacts, is as follows:

Net investment hedge

As of

31 March 2023

31 March 2022

Currency exchange risk hedged

–

Euro to US$

Nominal amount hedged as of the end of the year

–

Nil

Nominal amount hedged during the year

–

Euro 160m

Maturity date

–

May 2021

Nominal value of hedging instruments (borrowings)

–

195

Change in fair value during the year

Hedged item

–

Hedging instrument

–

(8)

FCTR gain for continuing hedge (cumulative)

–

402

Hedging (loss)/gain recognised during the year

–

(8)

The net investment hedge accounting has been discontinued with eﬀect from 18 May 2021 due to repayment of the hedging instrument (EUR borrowings).

223

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32. Financial risk management continued

Foreign currency sensitivity

The following table demonstrates the sensitivity in the US$ account balances to the functional currency of the respective entities as of 31 March

2023 and 31 March 2022, with all other variables held constant. The impact on the Group’s proﬁt before tax is due to changes in the amount of

monetary assets and liabilities due to the impact of change in foreign exchange rates, including foreign currency derivatives. The impact on the

Group’s equity is due to a change in the fair value of intra-group monetary items that form part of the net investment in foreign operation and

other foreign currency monetary items designated as a hedge of the net investment in foreign operations or our cash ﬂow hedges.

Change in

currency

exchange rate

Eﬀect on

proﬁt

before tax

Eﬀect on

equity

(OCI)

For the year ended 31 March 2023

US dollars

+5%

109

–5%

(109)

(22)

For the year ended 31 March 2022

US dollars

+5%

–5%

(97)

(34)

‘+’ represents appreciation and ‘-’ represents depreciation in US$ against respective functional currencies of subsidiaries.

2 Represents losses/(gains) arising from conversion/translation.

•

Interest rate risk

Interest rate risk is the risk that the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market interest

rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s interest-bearing debt obligations with

ﬂoating interest rates. Further, the Group engages in ﬁnancing activities which are dependent on market rates and any changes in the interest

rates environment may impact future rates of borrowing. The Group monitors the interest rate movement and manages the interest rate risk

based on its risk management policies, which inter alia include entering into interest swaps contracts as considered appropriate and whenever

necessary. The Group also maintains a portfolio mix of ﬂoating and ﬁxed rate debt. As of 31 March 2023 after taking into account the eﬀect of

interest rate swaps, approx. 48% of the Group’s borrowings are at a ﬁxed rate of interest (31 March 2022: 70%).

The Group had applied fair value hedge accounting in the past which was discontinued in the year ended 31 March 2020. In accordance with

the Group’s accounting policy, the adjustment to the carrying amount of the hedged item is being amortised to proﬁt or loss over the period to

remaining maturity of the hedged item, i.e., borrowings. The unamortised portion of such fair value hedge adjustments as on 31 March 2023 is

deferred gain of $5m (31 March 2022: deferred gain of $16m).

Interest rate sensitivity of borrowings

With all other variables held constant, the following table demonstrates the sensitivity to a reasonably possible change in interest rates on

ﬂoating rate portion of loans and borrowings after considering the impact of interest rate swaps, wherever applicable, based on the outstanding

amount of such borrowings as of 31 March 2023 and 31 March 2022.

Interest rate sensitivity

Increase ‘+’/

decrease ‘-’

in basis points

Eﬀect on

proﬁt

before tax

For the year ended 31 March 2023

US dollar – borrowings

+100

–100

(7)

Other currency – borrowings

+100

–100

(4)

For the year ended 31 March 2022

US dollar – borrowings

+100

–100

(5)

Other currency – borrowings

+100

–100

(2)

Represents losses/(gains) arising from increase/decrease of interest rates.

The assumed movement in basis points for interest rate sensitivity analysis is based on the movements in the interest rates historically and

prevailing market environment.

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

224

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32. Financial risk management continued

•

Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a ﬁnancial instrument or customer contract, leading to a ﬁnancial loss.

The Group is exposed to credit risk from its operating activities, primarily from trade receivables but also from cash, other banks balances,

derivative ﬁnancial instruments and other ﬁnancial receivables.

Trade receivables

Trade receivables are typically non-interest bearing unsecured and derived from sales made to a large number of independent customers.

As the customer base is widely distributed both economically and geographically, there is no concentration of credit risk.

As independent credit ratings of customers is not available. The Group reviews the creditworthiness of its customers based on their ﬁnancial

position, past experience, ageing and other factors.

Credit risk related to trade receivables is managed/mitigated by each business unit in accordance with the policies and procedures established

by the Group, by setting appropriate payment terms and credit period, and by setting and monitoring internal limits on exposure to individual

customers. The credit period provided by the Group to its customers generally ranges from 14-30 days.

The Group uses an age-based provision policy to measure the expected credit loss of trade receivables, which comprise a very large numbers of

small balances. Refer to Note 19 for details on the impairment of trade receivables.

Based on the industry practices and the business environment in which the Group operates, management considers trade receivables are

credit impaired if the payments are more than 270 days past due in case of interconnect customers and 90 days past due in other cases since

probability of default in such cases is considered to be 100% except amounts due from related parties. In determining the amount of impairment,

management considers the collateral against such receivables and any amount payable to such customers.

The following table details the risk proﬁle of gross trade receivables based on the Group’s provision policy:

Not past due

Past due

Total

Less than

30 days

31 to 60 days

61 to 90 days

91 to 270 days

Above

270 days

Trade receivables as of 31 March 2023

186

329

Trade receivables as of 31 March 2022

200

303

The gross carrying amount of the trade receivable is written oﬀ (either partially or in full) to the extent that there is no realistic prospect of

recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate

suﬃcient cash ﬂows to repay the amount due. Where the trade receivable has been written oﬀ, the Group continues to engage in enforcement

activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in proﬁt and loss.

Other ﬁnancial instruments and cash deposits

The Group’s treasury, in accordance with the Board approved policy, maintains its cash and cash equivalents and deposits and enters into

derivative ﬁnancial instruments – with banks, ﬁnancial and other institutions, having a good reputation and past track record which are

considered to carry a low credit risk. Similarly, counterparties of the Group’s other receivables carry either negligible or very low credit risk.

Further, the Group reviews the creditworthiness of the counter-parties (on the basis of its ratings, credit spreads and ﬁnancial strength) of

all the above assets on an ongoing basis, and if required, takes necessary mitigation measures.

•

Liquidity risk

Liquidity risk is the risk that the Group may not be able to meet its present and future obligations as and when due, without incurring

unacceptable losses. The Group’s liquidity risk management objective is to, at all times, maintain adequate levels of liquidity to meet its

requirements. The Group closely monitors its liquidity position, expected cash ﬂows and deploys a robust cash management and planning

exercise. It maintains adequate sources of ﬁnancing, including term loans, short-term loans and overdraft from both domestic and international

banks at an optimised cost. It has also implemented all necessary steps to enjoy strong access to international capital markets if and when

required. For details on borrowings and going concern, refer to Notes 22 and 2.2, respectively.

225

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Annual Report and Accounts 2023

32. Financial risk management continued

The table below summarises the maturity proﬁle of the Group’s ﬁnancial liabilities based on contractual undiscounted payments:

As of 31 March 2023

Carrying

amount

On demand

Less than

6 months

6 to

12 months

1 to 2 years

> 2 years

Total

Interest bearing borrowings

2,204

361

569

153

890

534

2,507

Lease liabilities

2,047

–

306

266

545

1,418

2,535

Put option liability

569

–

584

Other ﬁnancial liabilities

654

–

483

190

732

Trade payables

460

–

460

–

460

Mobile money wallet balance

582

–

582

Gross settled derivatives

– Outﬂow

–

256

219

551

– Inﬂow

–

(246)

(45)

(208)

(25)

(524)

6,559

943

1,828

459

1,471

2,726

7,427

As of 31 March 2022

Carrying

amount

On demand

Less than

6 months

6 to

12 months

1 to 2 years

> 2 years

Total

Interest bearing borrowings

2,301

256

542

108

418

1,164

2,488

Lease liabilities

1,660

–

244

212

412

1,279

2,147

Put option liability

579

–

600

Other ﬁnancial liabilities

435

–

338

109

484

Trade payables

404

–

404

–

404

Mobile money wallet balance

496

–

496

Gross settled derivatives

–

– Outﬂow

–

271

–

321

– Inﬂow

–

(262)

(48)

–

(310)

5,882

752

1,537

338

851

3,152

6,630

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.

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

2022

Cash ﬂow

Non-cash movements

Interest

and other

ﬁnance

charges

Dividend

declared

for NCI

during

the year

Lease

liability

additions

Fair value

changes

Foreign

currency

translation

reserve

Others

31 March

2023

Borrowings

Proceeds/repayment

of borrowings

1,968

(112)

–

(11)

(27)

(1)

1,817

Lease liability

Repayment of lease

laibility

1,660

(473)

194

–

776

–

(110)

–

2,047

Derivative

assets net

Outﬂow on maturity of

derivatives (net)

(49)

–

Interest accrued

but not due

Interest and other ﬁnance

charges paid

(206)

200

–

Dividend payable

to NCI

Dividend paid to non-

controlling interests

(75)

–

(1)

–

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

226

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Annual Report and Accounts 2023

32. Financial risk management continued

Statement of cash ﬂow line items

1 April

2021

Cash ﬂow

Non-cash movements

Interest

and other

ﬁnance

charges

Foreign

exchange

loss

Dividend

declared

for NCI

during

the year

Lease

liability

additions

Fair value

changes

Foreign

currency

translation

reserve

Others

31 March

2022

Borrowings

Proceeds/repayment of

borrowings

3,089

(1,142)

–

(5)

(2)

(0)

1,968

Lease liability

Repayment of lease laibility

1,277

(405)

148

–

651

–

(11)

–

1,660

Derivative

assets net

Proceeds/repayment

of borrowings

(9)

–

Interest accrued

but not due

Interest and other ﬁnance

charges paid

(215)

181

–

Dividend payable

to NCI

Dividend paid to

non-controlling interests

(48)

–

(0)

–

This does not include bank overdraft.

•

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 years ended 31 March 2023 and 31 March 2022.

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. Also refer to alternative performance measures on pages 240-245.

For the year ended

31 March 2023

31 March 2022

Long-term borrowings, net of current portion

1,233

1,486

Short-term borrowings and current portion of long term borrowings

945

786

Lease liabilities

2,047

1,660

Adjusted for:

Cash and cash equivalents (refer to Note 20)

(586)

(638)

Term deposits with banks (refer to Note 20)

(117)

(220)

Margin money deposits (refer to Note 20)

–

(122)

Processing costs related to borrowings

Fair value hedge adjustment (refer to Note 32)

(5)

(16)

Net debt

3,524

2,941

Underlying EBITDA

2,575

2,311

Underlying EBITDA

2,575

2,311

Leverage ratio

1.4

1.3

227

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Annual Report and Accounts 2023

33. 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 2023

31 March 2022

31 March 2023

31 March 2022

Financial assets

FVTPL

Derivatives

– Forward and option contracts

Level 2

– Currency swaps and interest rate swaps

Level 2

– Cross currency swaps

Level 3

–

Other bank balances

Level 2

Investments

Level 2

Amortised cost

Trade receivables

145

123

145

123

Cash and cash equivalents

586

638

586

638

Other bank balances

127

362

127

362

Balance held under mobile money trust

616

513

616

513

Other ﬁnancial assets

176

131

176

131

1,667

1,789

1,667

1,789

Financial liabilities

FVTPL

Derivatives

– Forward and option contracts

Level 2

– Currency swaps and interest rate swaps

Level 2

– Cross currency swaps

Level 3

– Embedded derivatives

Level 2

Amortised cost

Long term borrowings – ﬁxed rate

Level 1

554

1,015

540

1,016

Long term borrowings – ﬁxed rate

Level 2

227

267

210

264

Long term borrowings – ﬂoating rate

452

204

452

204

Short term borrowings

945

786

945

786

Put option liability

Level 3

569

579

569

579

Trade payables

460

404

460

404

Mobile money wallet balance

582

496

582

496

Other ﬁnancial liabilities

680

464

680

464

4,517

4,225

4,486

4,223

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

228

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Annual Report and Accounts 2023

33. Fair Value of ﬁnancial assets and liabilities continued

The following methods/assumptions were used to estimate the fair values:

•

The carrying value of bank deposits, trade receivables, trade payables, 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.

•

The fair value of the put option liability to buy back the stake held by non-controlling interest in AMC B.V. 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 B.V. (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 B.V. at the

end of 48 months and applying a cap thereon.

During the years ended 31 March 2023 and 31 March 2022, 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 2023 and 31 March 2022:

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

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 2023

31 March 2022

Opening balance

(6)

(3)

Recognised in ﬁnance costs in proﬁt and loss (unrealised)

(67)

(3)

Derivative settled during the period

–

Closing balance

(43)

(6)

These amounts represent the amounts recognised in the ﬁnancial statements during the year, excluding the initial recognition deferment impact.

•

Put option liability

For the year ended

31 March 2023

31 March 2022

Opening balance

579

–

Liability recognised by debiting transaction with NCI reserve

–

575

Liability derecognised by crediting transaction with NCI reserve following dividend payment to put option holders

(16)

–

Recognised in ﬁnance costs in proﬁt and loss (unrealised)

Closing balance

569

579

229

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Annual Report and Accounts 2023

34. Companies in the Group, associate and joint venture

Information on the Group’s directly and indirectly held subsidiaries, associate and joint venture is as follows:

Details of subsidiaries:

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Airtel Mobile

Commerce Services

Limited

LR 209/11880, 4th Floor, Parkside

Towers, Mombasa Road, P.O. Box

962-00100, Nairobi, Kenya

Support services

Ordinary

74.23

Airtel (Seychelles)

Limited

Airtel House, Josephine Cafrine Road,

Perseverance, P.O. Box 1358, Victoria,

Mahe, Seychelles

Telecommunication services

Ordinary

100

Airtel Congo RDC

S.A.

3ème étage, 130 b, Avenue Kwango,

Gombe, B.P. 1201, Kinshasa 1,

République Démocratique du Congo

Telecommunication services

Ordinary

98.50

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

Ordinary

Airtel Gabon S.A.

Immeuble Libreville, Business Square,

Rue Pecqueur, Centre-Ville, B.P. 9259

Libreville, Gabon

Telecommunication services

Ordinary

100

Airtel International

LLP

Plot No. 5, Sector 34, Gurugram, Haryana

122001, India

Support services

Ordinary

100

Airtel Madagascar

S.A.

Immeuble S, lot II J 1 AA, Morarano

Alarobia, 101 Antananarivo, Madagascar

Telecommunication services

Ordinary

100

Airtel Malawi Public

Limited Company

Airtel Complex, Oﬀ Convention Drive,

City Centre, P.O. Box 57, Lilongwe, Malawi

Telecommunication services

Ordinary

Airtel Mobile

Commerce (Kenya)

Limited

LR 209/11880, 7th Floor, Parkside

Towers, Mombasa Road, P.O. Box

73146-00200, Nairobi, Kenya

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce Rwanda

Ltd

Airtel Building, Remera, KG 17 Ave, Kigali,

Rwanda

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce

(Seychelles) B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce

(Seychelles) Limited

Airtel House, Josephine Cafrine Road,

Perseverance, P.O. Box 1358, Victoria,

Mahe, Seychelles

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce

(Tanzania) Limited

Airtel House, Block 41, Corner of Ali

Hassan Mwinyi Road and Kawawa Road,

Kinondoni District PO Box 9623, Dar es

Salaam, Tanzania

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Congo

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Holdings

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Kenya

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Limited

Airtel Complex, Oﬀ Convention Drive,

City Centre, P.O. Box 57, Lilongwe, Malawi

Mobile commerce services

Ordinary

74.23

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

230

Airtel Africa plc

Annual Report and Accounts 2023

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Airtel Mobile

Commerce

Madagascar B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce

Madagascar S.A.

Immeuble S, lot II J 1 AA, Morarano

Alarobia – 101 Antananarivo –

Madagascar

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce Malawi

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Nigeria

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Nigeria

Limited

Plot L2, 401 Close, Banana Island, Ikoyi,

Lagos, Nigeria

Mobile commerce services

Ordinary

99.96

Airtel Mobile

Commerce Rwanda

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Tchad

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Tchad

S.A.

Avenue Charles de Gaulle, Immeuble

Pierre Brock, B.P. 5665, N’Djaména,

Tchad

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce Uganda

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Uganda

Limited

Airtel Towers, Plot 16-A, Clement Hill

Road, Nakasero, P.O. Box 6771, Kampala,

Uganda

Mobile commerce services

Ordinary

74.23

Airtel Mobile

Commerce Zambia

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Zambia

Limited

Airtel House, Stand 2375, Addis Ababa

Drive, Lusaka, Zambia

Mobile commerce services

Ordinary

74.23

Airtel Money RDC

S.A.

6ième étage, 130 b, Avenue Kwango,

Gombe, B.P. 1201, Kinshasa 1,

République Démocratique du Congo

Mobile commerce services

Ordinary

74.23

Airtel Money Niger

S.A.

2054 Route de l’Aéroport, B.P. 11 922,

Niamey, Niger

Mobile commerce services

Ordinary

66.81

Airtel Money S.A.

124, Avenue Bouët B.P. 23 899, Libreville,

Gabon

Mobile commerce services

Ordinary

74.23

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

Ordinary

Airtel Money Transfer

Limited

LR 209/11880, 7th Floor, Parkside

Towers, Mombasa Road, P.O. Box

73146-00200, Nairobi, Kenya

Mobile commerce services

Ordinary

100

Airtel Networks

Kenya Limited

LR 209/11880, 7th Floor, Parkside

Towers, Mombasa Road, P.O. Box

73146-00200, Nairobi, Kenya

Telecommunication services

Ordinary

and

Preference

100

Airtel Networks

Limited

Plot L2, 401 Close, Banana Island, Ikoyi,

Lagos, Nigeria

Telecommunication services

Ordinary

99.96

34. Companies in the Group, associate and joint venture continued

231

Airtel Africa plc

Annual Report and Accounts 2023

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Airtel Networks

Zambia plc

Airtel House, Stand 2375, Addis Ababa

Drive, Lusaka, Zambia

Telecommunication services

Ordinary

96.36

Airtel Rwanda

Limited

Airtel Building, Remera, KG 17 Ave, Kigali,

Rwanda

Telecommunication services

Ordinary

100

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

Ordinary

Airtel Tchad S.A.

Rue du Commandant Galyam Négal,

Immeuble du Cinéma Etoile, B.P. 5665,

N’Djaména, Tchad

Telecommunication services

Ordinary

100

Airtel Uganda Limited

Airtel Towers, Plot 16 –A, Clement Hill

Road, Nakasero, P.O. Box 6771, Kampala,

Uganda

Telecommunication services

Ordinary

100

Bharti Airtel Africa

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Chad

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Congo

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel

Developers Forum

Limited

Stand No. 2375, Corner of Great East/

Addis Ababa Road, Lusaka, Zambia

Investment Company

Ordinary

96.36

Bharti Airtel Gabon

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel

International

(Netherlands) B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Kenya

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Kenya

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel

Madagascar

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Malawi

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Mali

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Niger

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Nigeria

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Nigeria

Holdings II B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel RDC

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

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

Ordinary

100

Bharti Airtel Services

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

34. Companies in the Group, associate and joint venture continued

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

232

Airtel Africa plc

Annual Report and Accounts 2023

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Bharti Airtel Tanzania

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Uganda

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Bharti Airtel Zambia

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Celtel (Mauritius)

Holdings Limited

C/o Ocorian Corporate Services

(Mauritius) Limited, 6th Floor, Tower A, 1

Cybercity, Ebene, 72201, Republic of

Mauritius

Investment Company

Ordinary

100

Celtel Niger S.A.

2054 Route de l’Aéroport, B.P. 11 922,

Niamey, Niger

Telecommunication services

Ordinary

Channel Sea

Management

Company (Mauritius)

Limited

C/o Ocorian Corporate Services

(Mauritius) Limited, 6th Floor, Tower A, 1

Cybercity, Ebene, 72201 Republic of

Mauritius

Investment Company

Ordinary

100

Congo RDC Towers

S.A.

6ème étage, 130 b, Avenue Kwango,

Gombe, B.P. 1201, Kinshasa 1,

République Démocratique du Congo

Infrastructure sharing services

Ordinary

100

Gabon Towers S.A.

124 Avenue Bouët, B.P. 9259, Libreville,

Gabon

Infrastructure sharing services

Ordinary

100

Indian Ocean

Telecom Limited

28 Esplanade, St. Helier, Jersey JE2 3QA,

Channel Islands

Investment Company

Ordinary

100

Mobile Commerce

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

Mobile commerce services

Ordinary

74.23

Montana

International

C/o Ocorian Corporate Services

(Mauritius) Limited, 6th Floor, Tower A, 1

Cybercity, Ebene, 72201, Republic of

Mauritius

Investment Company

Ordinary

100

Partnership

Investments Sarlu

130 b, Avenue Kwango, Gombe, B.P.

1201, Kinshasa 1, République

Démocratique du Congo

Investment Company

Ordinary

100

Société Malgache de

Téléphone Cellulaire

S.A.

C/o Ocorian Corporate Services

(Mauritius) Limited, 6th Floor, Tower A, 1

Cybercity, Ebene, 72201, Republic of

Mauritius

Investment Company

Ordinary

100

Airtel Africa Services

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Support services

Ordinary

100

Airtel Digital Services

Holdings B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

100

Airtel Mobile

Commerce DRC B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Gabon

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Mobile

Commerce Niger B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

Airtel Money Kenya

Limited

LR 209/11880, 7th Floor, Parkside

Towers, Mombasa Road, P.O. Box

73146-00200, Nairobi, Kenya

Mobile commerce services

Ordinary

74.23

34. Companies in the Group, associate and joint venture continued

233

Airtel Africa plc

Annual Report and Accounts 2023

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Smartcash Payment

Service Bank Limited

Plot L2, 401 Close, Banana Island, Ikoyi,

Lagos, Nigeria

Mobile commerce services

Ordinary

99.96

74.23

Airtel Africa Telesonic

Holdings Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

Airtel Money Trust

Fund

Airtel Towers, Plot 16-A, Clement Hill

Road, Nakasero, P.O. Box 6771, Kampala,

Uganda

Mobile commerce services

Ordinary

74.23

Airtel Africa Telesonic

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Support services

Ordinary

100

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

Ordinary

Airtel Mobile

Commerce Tanzania

B.V.

Overschiestraat 65, 1062 XD

Amsterdam, The Netherlands

Investment Company

Ordinary

74.23

–

Airtel Congo

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel DRC Telesonic

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Gabon

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Kenya

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Madagascar

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel (M) Telesonic

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Niger Telesonic

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Nigeria

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Rwanda

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Seychelles

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Tanzania

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Uganda

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

34. Companies in the Group, associate and joint venture continued

Notes to consolidated ﬁnancial statements

continued

(All amounts are in US$ millions unless stated otherwise)

FINANCIAL STATEMENTS

234

Airtel Africa plc

Annual Report and Accounts 2023

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Airtel Zambia

Telesonic Holdings

(UK) Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Tchad Telesonic

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

Airtel Kenya

Telesonic Limited

LR 209/11880, 7th Floor, Parkside

Towers, Mombasa Road, P.O. Box

73146-00200, Nairobi, Kenya

Telecommunication services

Ordinary

100

–

100

Airtel (M) Telesonic

Limited

Airtel Complex, Oﬀ Convention Drive,

City Centre, P.O. Box 57, Lilongwe, Malawi

Telecommunication services

Ordinary

100

–

101

Airtel Nigeria

Telesonic Limited

Plot L2, 401 Close, Banana Island, Ikoyi,

Lagos, Nigeria

Telecommunication services

Ordinary

100

–

102

Airtel Rwanda

Telesonic Limited

Remera, Gasabo, Umujyi wa Kigali,

Rwanda

Telecommunication services

Ordinary

100

–

103

Airtel (Seychelles)

Telesonic Limited

Airtel House, Josephine Cafrine Road,

Perseverance, P.O. Box 1358, Victoria,

Mahe, Seychelles

Telecommunication services

Ordinary

100

–

104

Airtel Telesonic

Uganda Limited

Airtel Towers, Plot 16-A, Clement Hill

Road, Nakasero, P.O. Box 6771, Kampala,

Uganda

Telecommunication services

Ordinary

100

–

105

Airtel Zambia

Telesonic Limited

P.O Box 320001, Showgrounds, Lusaka,

Lusaka Province, Zambia

Telecommunication services

Ordinary

100

–

106

Nxtra Africa Data

Holdings Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

107

Nxtra Nigeria Data

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

108

Nxtra Kenya Data

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

109

Nxtra DRC Data

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

110

Nxtra Gabon Data

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

111

Nxtra Congo Data

Holdings (UK)

Limited

First Floor, 53/54 Grosvenor Street,

London W1K 3HU, United Kingdom

Investment Company

Ordinary

100

–

112

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

Ordinary

100

–

113

Nxtra Africa Data

(Nigeria) Limited

Plot L2, 401 Close, Banana Island, Ikoyi,

Lagos, Nigeria

Telecommunication services

Ordinary

100

–

Companies’ proportion of voting power held is same as proportion of ownership interest held.

Under dissolution as of 31 March 2023.

Under removal from the register of RoC.

4 Direct subsidiary to the company.

34. Companies in the Group, associate and joint venture continued

235

Airtel Africa plc

Annual Report and Accounts 2023

34. Companies in the Group, associate and joint venture continued

Details of associate:

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Seychelles Cable

Systems Company

Limited

Caravelle House, 3rd Floor, Victoria,

Mahe, Seychelles

Submarine cable system

Ordinary

Companies’ proportion of voting power held is same as proportion of ownership interest held.

Details of joint venture:

S. no.

Name of subsidiary

Principal place of business and registered

oﬃce address

Principal activities

Holding

Proportion of ownership

interest

Percentage as of

31 March

2023

31 March

2022

Mawezi RDC S.A.

Avenue des Huileries N

7, Commune of

Lingwala,Ville de Kinshasa, République

Démocratique du Congo

The construction and

operation of a landing station

Ordinary

49.25

–

Companies’ proportion of voting power held is same as proportion of ownership interest held.

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 3.27 cents per share on 10 May 2023.

FINANCIAL STATEMENTS

236

Airtel Africa plc

Annual Report and Accounts 2023

Note

As of

31 March 2023

31 March 2022

Assets

Non-current assets

Property, plant and equipment

169

163

Capital work-in-progress

Right of use assets

206

396

Investment in subsidiary undertakings

3,533,231

Financial assets

– Loan receivables

310,864

412,689

– Others

Other non-current assets

204

371

3,844,753

3,946,917

Current assets

Financial assets

– Cash and cash equivalents

134,159

31,028

– Other bank balances

101,000

100,000

– Others

29,660

5,300

Other current assets

1,773

849

266,592

137,177

Total assets

4,111,345

4,084,094

Liabilities

Current liabilities

Financial liabilities

– Lease liabilities

222

307

– Trade and other payables

1,816

4,387

– Others

2,818

1,159

4,856

5,853

Net current assets

261,736

131,324

Non-current liabilities

Financial liabilities

– Lease liabilities

165

– Others

–

165

Total liabilities

4,916

6,018

Net assets

4,106,429

4,078,076

Equity

Share capital

3,419,948

Reserves and surplus

686,481

658,128

Total equity

4,106,429

4,078,076

1 The proﬁt for the ﬁnancial year dealt with in the ﬁnancial statements of the company is $229,299,000 (March 2022: loss of $7,344,000).

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 10 May 2023. They were signed on its behalf by:

Olusegun Ogunsanya

Chief executive oﬃcer

10 May 2023

Company Statement of Financial Position

(All amounts are in US$ thousands)

237

Airtel Africa plc

Annual Report and Accounts 2023

Company Statements of Changes in Equity

(All amounts are in US$ thousands, unless stated otherwise)

Share capital

Reserves and surplus

Total

equity

No of shares

Amount

Retained

earnings

Shared-based

payment

reserve

Others

Total

As of 1 April 2021

6,839,896,081

3,419,948

833,836

258

3,179

837,273

4,257,221

Loss for the year

–

(7,344)

–

(7,344)

Other comprehensive income

–

Total comprehensive loss

–

(7,344)

–

(7,344)

Employee share-based payment reserve

–

(878)

–

3,876

2,998

Purchase of own shares

–

(5,682)

Dividend to owners to the company

–

(169,117)

–

(169,117)

As of 31 March 2022

6,839,896,081

3,419,948

656,497

258

1,373

658,128

4,078,076

Proﬁt for the year

–

229,299

–

229,299

Other comprehensive income

–

Total comprehensive income

–

229,299

–

229,299

Employee share-based payment reserve

–

(1,663)

–

6,202

4,539

Purchase of own shares

–

(10,809)

Dividend to owners to the company

–

(194,676)

–

(194,676)

As of 31 March 2023

6,839,896,081

3,419,948

689,457

258

(3,235)

686,481

4,106,429

Refer to Note 5a of consolidated ﬁnancial statements.

Includes ordinary and deferred shares, refer to Note 27 of the consolidated ﬁnancial statements.

Includes share stabilisation reserve and treasury shares.

FINANCIAL STATEMENTS

238

Airtel Africa plc

Annual Report and Accounts 2023

Notes to company only ﬁnancial statements

(All amounts are in US$ millions unless stated otherwise)

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 publically

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 thousand (USD

thousand) except when otherwise indicated. Further, amounts which

are less than half a thousand 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, ‘Share-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 are no critical

accounting judgments or key sources of estimation uncertainty

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 six (March 2022: eight).

For the year ended

31 March 2023

31 March 2022

Salaries

1,074

1,658

Bonuses

438

276

Others

135

156

1,647

2,090

4. Investment in subsidiary undertakings

As of

31 March 2023

31 March 2022

Cost

Opening balance

3,533,231

Additions

–

Carrying cost at 31 March

3,533,231

Bharti Airtel International (Netherlands) B.V.

3,532,758

Airtel International LLP

473

Airtel Africa services (UK) Limited

Airtel Africa Telesonic Holdings Limited

For details of subsidiary undertakings, refer to Note 34 of consolidated ﬁnancial statements.

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5. Loan receivables

As of

31 March 2023

31 March 2022

Opening balance

412,689

14,129

Additions

420,870

1,426,384

Repayment

(522,695)

(1,027,824)

Balance at 31 March

310,864

412,689

Bharti Airtel International (Netherlands) B.V.

239,905

386,600

Airtel Africa services (UK) Limited

70,706

26,089

Airtel Africa Telesonic Holdings Limited

253

–

1 The loan is unsecured, bears interest at the rate of three months LIBOR+ 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 LIBOR+ 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$.

6. Cash and bank balances

Cash and cash equivalents

As of

31 March 2023

31 March 2022

Cash at bank in current accounts

36,159

31,028

Bank deposits with original maturity of three months or less

98,000

–

134,159

31,028

Other bank balances

As of

31 March 2023

31 March 2022

Term deposits with banks with original maturity of more than three months but less than 12 months

101,000

100,000

101,000

100,000

7. Trade and other payables

As of

31 March 2023

31 March 2022

Legal and professional expenses payable

1,071

4,034

Employees bonuses payable

330

255

Dividend payable

Administrative and other payable

369

1,816

4,387

The auditor’s remuneration for the current year in respect of audit and audit-related services was $42,000 (March 2022: $46,000).

8. Share capital

Refer to Note 26 of consolidated ﬁnancial statements.

9. Related-party disclosure

Refer to Note 31 of consolidated ﬁnancial statements.

10. Guarantees

Guarantees outstanding as at 31 March 2023 and 31 March 2022 amounting to $163m and $160m, 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.

Alternative performance measures (APMs)

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.

The following metrics are useful in evaluating the Group’s operating performance:

APM

Closest equivalent

IFRS measure

Adjustments to reconcile

to IFRS measure

Table

reference

Deﬁnition and purpose

Underlying

EBITDA and

margin

Operating proﬁt

•

Depreciation and

amortisation

•

Exceptional items

Table A

The Group deﬁnes underlying EBITDA as operating proﬁt/

(loss) for the period before depreciation and amortisation

and adjusted for exceptional items.

The Group deﬁnes underlying EBITDA margin as underlying

EBITDA divided by revenue.

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

Table B

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.

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 proﬁt/(loss) before tax.

FINANCIAL STATEMENTS

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APM

Closest equivalent

IFRS measure

Adjustments to reconcile

to IFRS measure

Table

reference

Deﬁnition and purpose

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

Table C

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.

Exceptional tax items or any tax arising on 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 eﬀective tax rate.

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

Table D

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.

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 proﬁt/(loss) after tax.

Earnings per

share before

exceptional

items

EPS

•

Exceptional items

Table E

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.

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

earnings for the purpose of earnings per share before

exceptional items.

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

Table F

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.

241

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APM

Closest equivalent

IFRS measure

Adjustments to reconcile

to IFRS measure

Table

reference

Deﬁnition and purpose

Net debt and

leverage ratio

Borrowings

•

Lease liabilities

•

Cash and cash

equivalent

•

Term deposits with

banks

•

Deposits given against

borrowings/non-

derivative ﬁnancial

instruments

•

Fair value hedges

Table G

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.

Return on

capital

employed

No direct

equivalent

•

Exceptional items to

arrive at underlying EBIT

Table H

The Group deﬁnes return on capital employed (‘ROCE’) as

underlying 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 underlying EBIT as operating proﬁt/(loss)

for the period adjusted for exceptional items.

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 EBIT.

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

underlying EBIT for the preceding 12 months by the average

capital employed (being the average of the capital employed

averages for the preceding four quarters).

Refer to ‘Reconciliation between GAAP and Alternative Performance Measures’ for respective table.

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 period’s results have

been converted using exchange rates prevailing as on 31 March 2022. Reported currency percentage change is derived on the basis of 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 at 31 March 2022 and are not intended to represent the wider impact that

currency changes has on the business.

Changes to APMs

•

Underlying revenue: the underlying revenue has not been deﬁned as an APM due to the absence of any exceptional items during the period.

•

Return on capital employed (ROCE): the Group has revised the computation of ROCE by grossing up the ‘equity attributable to owners of the

company’ for put option provided to minority shareholders based on the fact that this liability was created through reserves and the Group

believes that it should not impact the computation of return on capital employed. The previous period ROCE has also been restated for

this change.

Alternative performance measures (APMs)

continued

FINANCIAL STATEMENTS

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Annual Report and Accounts 2023

Reconciliation between GAAP and Alternative Performance Measures

Table A: Underlying EBITDA and margin

Description

Unit of measure

Year ended

March 2023

March 2022

Operating proﬁt

1,757

1,535

Add:

Depreciation and amortisation

818

744

Exceptional items

–

Underlying EBITDA

2,575

2,311

Revenue

5,255

4,714

Underlying EBITDA margin (%)

49.0%

Table B: Underlying proﬁt/(loss) before tax

Description

Unit of measure

Year ended

March 2023

March 2022

Proﬁt/(loss) before tax

1,034

1,224

Exceptional items (net)

–

(60)

Underlying proﬁt/(loss) before tax

1,034

1,164

Table C: Eﬀective tax rate

Description

Unit of

measure

Year ended

March 2023

March 2022

Proﬁt

before

taxation

Income tax

expense

Tax rate

Proﬁt before

taxation

Income tax

expense

Tax rate

Reported eﬀective tax rate

1,034

284

27.4%

1,224

469

38.3%

Adjusted for:

Exceptional items (provided below)

–

161

(60)

Foreign exchange rate movement for loss making

entities and/or non-DTA operating companies and

holding companies

106

–

One-oﬀ adjustment and tax on permanent diﬀerences

(1)

(12)

(2)

Eﬀective tax rate

1,144

444

38.8%

1,202

469

39.0%

Exceptional items

1. Deferred tax asset recognition

–

161

–

2. Gain on sale of tower assets

–

(111)

3. Bonds prepayment cost

–

4. Provision for settlement of contractual dispute

–

5. Spectrum fee agreement cost

–

Total

–

161

(60)

Table D: Underlying proﬁt/(loss) after tax

Description

Unit of measure

Year ended

March 2023

March 2022

Proﬁt/(loss) after tax

750

755

Exceptional items

(161)

(62)

Underlying proﬁt/(loss) after tax

589

693

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Annual Report and Accounts 2023

Reconciliation between GAAP and Alternative Performance Measures

continued

Table E: Earnings per share before exceptional items

Description

Unit of measure

Year ended

March 2023

March 2022

Proﬁt for the period attributable to owners of the company

663

631

Operating and non-operating exceptional items

–

(60)

Tax exceptional items

(161)

(2)

Non-controlling interest exceptional items

Proﬁt for the period attributable to owners of the company – before exceptional items

512

602

Weighted average number of ordinary shares in issue during the ﬁnancial period

Million

3,752

3,754

Earnings per share before exceptional items

Cents

13.6

16.0

Table F: Operating free cash ﬂow

Description

Unit of measure

Year ended

March 2023

March 2022

Net cash generated from operating activities

2,208

2,011

Add: income tax paid

397

293

Net cash generation from operation before tax

2,605

2,304

Less: changes in working capital

Increase in trade receivables

Increase/(decrease) in inventories

(4)

Increase in trade payables

(9)

(34)

Increase in mobile money wallet balance

(120)

(64)

Decrease/(increase) in provisions

(14)

Increase in deferred revenue

(37)

(27)

Increase in other ﬁnancial and non-ﬁnancial liabilities

(92)

(50)

Increase in other ﬁnancial and non-ﬁnancial assets

140

144

Operating cash ﬂow before changes in working capital

2,577

2,273

Other non-cash adjustments

(2)

Operating exceptional items

–

Underlying EBITDA

2,575

2,311

Less: capital expenditure

(748)

(656)

Operating free cash ﬂow

1,827

1,655

Table G: Net debt and leverage

Description

Unit of measure

As at

March 2023

March 2022

Long term borrowing, net of current portion

1,233

1,486

Short-term borrowings and current portion of long-term borrowing

945

786

Add: processing costs related to borrowings

Add/(less): fair value hedge adjustment

(5)

(16)

Less: cash and cash equivalents

(586)

(638)

Less: term deposits with banks

(117)

(220)

Less: deposits given against borrowings/non-derivative ﬁnancial instruments

–

(122)

Add: lease liabilities

2,047

1,660

Net debt

3,524

2,941

Underlying EBITDA

2,575

2,311

Leverage

times

1.4x

1.3x

FINANCIAL STATEMENTS

244

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Annual Report and Accounts 2023

Table H: Return on capital employed

Description

Unit of measure

Year ended

March 2023

March 2022

Operating proﬁt

1,757

1,535

Add:

Operating exceptional items

–

Underlying EBIT

1,757

1,567

Equity attributable to owners of the company

3,635

3,502

Add: put option given to minority shareholders

569

579

Gross equity attributable to owners of the company

4,204

4,081

Non-controlling interests (NCI)

173

147

Net debt (refer Table G)

3,524

2,941

Capital employed

7,901

7,169

Average capital employed

7,536

7,026

Return on capital employed

23.3%

22.3%

Refer changes to APMs in Alternative performance measure (APMs) section.

Average capital employed is calculated as average of capital employed at closing and opening of relevant period. Capital employed at the beginning of year ended

31 March 2023 and 2022 is $ 7,169m and $ 6,883m respectively.

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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

business and product segments are provided in constant currency

as this better represents the underlying performance of the business.

FINANCIAL STATEMENTS

246

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Annual Report and Accounts 2023

Glossary

Technical and industry terms

Company-related

4G data customer

A customer having a 4G handset and who has used at least 1 MB of data on the Group network using any

of GPRS, 3G and 4G in the last 30 days.

Airtel 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 ARPU)

Mobile money average revenue per user. 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

(mobile money customer base)

Total number of active subscribers who have enacted any mobile money usage event in the last 30 days.

Airtel money customer

penetration (mobile money

customer penetration)

The proportion of total Airtel Africa active mobile customers who use mobile money services. This is

calculated by dividing the mobile money customer base by the Group’s total customer base.

Airtel Money transaction value

(mobile money transaction value)

The sum of all ﬁnancial transactions performed on Airtel Africa’s mobile money platform for the

relevant period.

Airtel money transaction value

per customer per month (mobile

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.

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. This is 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.

Broadband base stations

Base stations that carry either 3G and/or 4G capability across all technologies and spectrum bands.

Bundle penetration

The proportion of revenue contributed by bundled products as a percentage of the total revenue

generated by the service.

Capital expenditure

An alternative performance measure (non-GAAP). This is 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 for the

current ﬁnancial year and prior ﬁnancial years at a ﬁxed ‘constant currency’ exchange rate, which is used to

measure the organic performance of the Group. Growth rates for business and product segments are in

constant currency as it better represents the underlying performance of the business. Constant currency

growth rates for prior years are calculated using closing exchange rate as at the end of the prior year.

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 transactions in the last 30 days.

Data ARPU

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 of data on the Group network using

any of GPRS, 3G or 4G 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

This is 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 aﬀect 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.

247

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Annual Report and Accounts 2023

Glossary

continued

Company-related

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.

Environment, Social and

Governance (ESG)

ESG is a framework designed to be embedded into an organisation’s strategy that considers the needs

and ways in which to generate value for all organisational stakeholders.

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.

GSMA

A global organisation representing mobile operators and organisations across the mobile ecosystem and

adjacent industries.

Information and communication

technologies (ICT)

ICT refers to all communication technologies, including the internet, wireless networks, cell phones,

computers, software, middleware, video-conferencing, social networking, and other media applications

and services.

IRU

Indefeasible Right of Use – a contractual agreement for a portion of the capacity/ﬁber of any ﬁbre route.

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.

Mini-AMB

A compact outlet that oﬀers the services of an Airtel Money Branch, currently being trialled in Zambia.

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 is typically expressed over a period of one month. 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.

Mobile transaction rates (MTR)

Mobile transaction rates are the charges paid to the telecom operator on whose network a call is

terminated.

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

An alternative performance measure (non-GAAP). Calculated by dividing net debt as at the end of the

relevant period by underlying EBITDA for the last 12 months (LTM), from the end of the relevant period.

This is also referred to as the leverage ratio.

Net revenue

An alternative performance measure (non-GAAP). Deﬁned as total revenue adjusted for MTR (mobile

transaction rates), cost of goods sold and mobile money commissions.

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 leverage

An alternative performance measure (non-GAAP). Operating leverage is a measure of the operating

eﬃciency of the business. It is calculated by dividing operating expenditure (excluding regulatory charges)

by total revenue.

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 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

Total MBs of data consumed (uploaded and downloaded) by customers on the Group network using

any of GPRS, 3G and 4G during the relevant period.

Underlying EBIT

An alternative performance measure (non-GAAP). Deﬁned as operating proﬁt before exceptional items.

FINANCIAL STATEMENTS

248

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Annual Report and Accounts 2023

Company-related

Underlying EBITDA

An alternative performance measure (non-GAAP). Deﬁned as operating proﬁt before depreciation,

amortisation, CSR cost and exceptional items.

Underlying EBITDA margin

An alternative performance measure (non-GAAP). Calculated by dividing underlying EBITDA for the

relevant period by underlying revenue for the relevant period.

Unique subscriber penetration

The number of individual mobile subscribers as a proportion of the total population. This metric adjusts for

the use of multiple SIM cards by customers, to identify the degree of uptake of mobile services by individuals.

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.

249

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Annual Report and Accounts 2023

Abbreviations

Second-generation mobile technology

Third-generation mobile technology

Fourth-generation mobile technology

AAML

Airtel Africa Mauritius Limited

ARPU

Average revenue per user

bps

Basis points

Billion

CAGR

Compound annual growth rate

Capex

Capital expenditure

CDP

Climate disclosure project

CRO

Climate related risks and opportunities

CSR

Corporate social responsibility

DQI

Data quality index

EBIT

Earnings before interest and tax

EBITDA

Earnings before interest, tax, depreciation and amortisation

EPS

Earnings per share

ERC

Executive Risk Committee

FPPP

Financial position and prospects procedures

GAAP

Generally accepted accounting principles

Gigabyte

GDP

Gross domestic product

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)

LSE

London Stock Exchange

LTM

Last 12 months

Million

Megabyte

Minority interest (non-controlling interest)

NGO

Non-governmental organisation

NGX

Nigerian Exchange Limited

OpCo

Operating company

P2P

Person to person

PAYG

Pay-as-you-go

ppts

Percentage points

QoS

Quality of service

RAN

Radio access network

SIM

Subscriber identiﬁcation module

Single RAN

Single radio access network

SMS

Short messaging service

SPOC

Single point of contact (vendor SPOC: a designated person of the vendor who interacts with Airtel Africa’s

teams on a regular basis for various requirements)

Terabyte

TCFD

Taskforce for climate-related ﬁnancial disclosure

Telecoms

Telecommunications

UoM

Unit of measure

USSD

Unstructured supplementary service data

VQI

Voice quality index

Glossary

continued

FINANCIAL STATEMENTS

250

Airtel Africa plc

Annual Report and Accounts 2023

General shareholders’ information

Annual General Meeting (AGM)

Date

4 July 2023

Day

Tuesday

Time

11am BST

Venue

53/54 Grosvenor Street, London W1K 3HU, United Kingdom

Dividend

Ex-dividend date for ﬁnal dividend

22 June 2023

Record date for ﬁnal dividend

23 June 2023

AGM

4 July 2023

Final dividend payment

3.27 cents per ordinary share

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 of 31 March 2022

Number of ordinary shares held

Number of accounts

% of total issued shares

1-1,000

14,117

0.00

1,001-5,000

164,994

0.01

5,001-50,000

125

3,009,561

0.08

50,001-100,000

3,097,974

0.08

100,001-500,000

122

30,531,705

0.81

More than 500,000

151

3,721,333,153

99.02

Totals

530

3,758,151,504

100%

Warning to shareholders (‘boiler room’ scams)

In recent years, many companies have become aware that their shareholders have received unsolicited calls or correspondence concerning

investment matters. These callers typically make claims of highly proﬁtable opportunities in UK investments which turn out to be worthless or

simply do not exist. These approaches are usually made by unauthorised companies and individuals and are commonly known as ‘boiler room’

scams. Airtel Africa plc shareholders are advised to be extremely wary of such approaches and advised to only deal with ﬁrms authorised by

FCA. See the FCA website at fca.org.uk/scamsmart for more detailed information about this or similar activities.

Registrar and transfer agent

All the work related to share registry, both in physical and electronic form, is handled by the company’s registrar and transfer agent at the address

mentioned in the communication addresses section.

Communication addresses

Contact

Address

For corporate governance and

other secretarial-related matters

Simon O’Hara

Group company secretary

investor.relations@africa.airtel.com

First Floor, 53/54 Grosvenor Street,

London, W1K 3HU, United Kingdom

Tel: +44 207 493 9315

For queries relating to ﬁnancial

statements and corporate

communication matters

Pier Falcione

Deputy CFO and

Head of investor relations

investor.relations@africa.airtel.com

First Floor, 53/54 Grosvenor Street,

London, W1K 3HU, United Kingdom

Tel: +44 207 493 9315

Registrar and transfer agent

Computershare Investor

Services PLC

Coronation Registrars

Limited

webqueries@computershare.co.uk

Website:

www.coronationregistrars.com

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY, United Kingdom

9 Amodu Ojikutu Street,

Victoria Island, Lagos, Nigeria

Tel: +234 1 271 4566-7

251

Airtel Africa plc

Annual Report and Accounts 2023

Auditor’s ESEF Assurance statement

Independent auditor’s reasonable assurance report on the compliance

of Airtel Africa plc’s European Single Electronic Format (ESEF)

prepared Annual Financial Report with the European Single Electronic

Format Regulatory Technical Standard (‘ESEF RTS’) as required by

the Financial Conduct Authority (FCA) Disclosure Guidance and

Transparency Rule (DTR) 4.1.14R

To the Members of Airtel Africa plc

Report on compliance with the requirements for iXBRL mark up

(‘tagging’) of consolidated ﬁnancial statements included in the

ESEF-prepared 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 2023 of Airtel Africa plc (the “company”) included in the

ESEF-prepared Annual Financial Report prepared by the company.

Opinion

In our opinion, the consolidated ﬁnancial statements for the year

ended 31 March 2023 of the company included in the ESEF-prepared

Annual Financial Report, are marked up, in all material respects, in

compliance with the ESEF RTS.

The directors’ responsibility for the ESEF-prepared Annual Financial

Report prepared in compliance with the ESEF RTS

The directors are responsible for preparing the ESEF-prepared 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 the ESEF RTS.

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 Control 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 electronic

mark up of consolidated ﬁnancial statements complies in all material

respects with the ESEF RTS 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 ESEF RTS. 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 the ESEF RTS, whether due to fraud or error.

Our reasonable assurance engagement consisted primarily of:

•

obtaining an understanding of the ESEF RTS 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 31 March 2023;

•

evaluating the appropriateness of the company’s mark up of the

consolidated ﬁnancial statements using the XBRL mark-up

language;

•

evaluating the appropriateness of the company’s use of iXBRL

elements selected from a permitted taxonomy and the creation of

extension elements where no suitable element in the permitted

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 2023 is set

out in our Independent Auditor’s Report dated 10 May 2023.

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 FCA (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

7 June 2023

FINANCIAL STATEMENTS

252

Airtel Africa plc

Annual Report and Accounts 2023

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Airtel Africa plc

53/54 Grosvenor Street

London W1K 3HU

England

airtel.africa

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