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Airtel Africa plc
Annual Report and Accounts 2024
Transforming lives
Airtel Africa
is transforming lives
across Africa.
Airtel Africa plc
Airtel Africa is a leading provider of telecommunications and mobile
money services, with operations in 14 countries in sub-Saharan Africa.
We provide an integrated offer to our subscribers, including mobile
voice and data services as well as mobile money services both
nationally and internationally. Our purpose of transforming lives
is at the heart of everything we do.
Governance report
84
Chair’s introduction
86
Our leadership
86
– Board at a glance
88
– Our Board of directors
92
– Our Executive Committee (ExCo)
94
Corporate governance
108
Our compliance with the UK Corporate
Governance Code
114
Engaging with our stakeholders
126
Audit and Risk Committee report
138
Nominations Committee report
146
Directors’ remuneration report
166
Directors’ report
171
Directors’ responsibilities statement
Financial statements
174
Independent auditors’ report
183
Consolidated statement of
comprehensive income
184
Consolidated statement of
financial position
185
Consolidated statement of changes
in equity
186
Consolidated statement of cash flows
187
Notes to consolidated
financial statements
239
Company statement of financial
position
240
Company statements of changes
in equity
241
Notes to company only
financial statements
Other information
249
Forward-looking statements
250
Glossary
254
General shareholders’ information
IBC
Auditor’s ESEF assurance statement
Strategic report
2
At a glance
4
Transforming lives
10
Chair’s statement
12
CEO Q&A
14
Our investment proposition
15
Our key performance indicators
18
Our market environment
20
Legal and regulatory framework
22
Our business model
24
Our strategy
34
Business review
34
– Markets and performance
36
– Mobile services
38
– Nigeria – mobile services
40
– East Africa – mobile services
42
– Francophone Africa – mobile services
44
– Mobile money
46
Airtel Business, including data centres
47
Digital Labs
48
CFO’s introduction to the
financial review
51
Financial review
56
Our sustainability strategy
59
Non-financial and sustainability
information statement (NFSI)
63
TCFD disclosures
71
Statement on Section 172
of the Companies Act 2006
72
Managing our risk
75
Principal risks and mitigation
80
Our long-term viability statement
View our online
annual report
summary
We’re connecting
the unconnected,
reaching the
financially excluded,
and bridging the
digital divide.
Unlocking the
extraordinary
potential for people,
businesses
and economies
to grow.
01
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
02
Airtel Africa plc
Annual Report and Accounts 2024
At a glance
Niger
Pop: 27m
Chad
Pop: 18m
Nigeria
Pop: 224m
Uganda
Pop: 49m
Gabon
Pop: 2m
Democratic
Republic of
the Congo
Pop: 102m
Republic
of the Congo
Pop: 6m
Rwanda
Pop: 14m
Kenya
Pop: 55m
The
Seychelles
Pop: 0.1m
Malawi
Pop: 21m
Zambia
Pop: 21m
Tanzania
Pop: 67m
Madagascar
Pop: 30m
Nigeria
East Africa
Francophone
Africa
We operate in 14 dynamic,
underpenetrated markets
where strong demand
provides a compelling
runway for 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 services. The telecoms market in
sub-Saharan Africa is projected to grow by
4.4% 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.
*
CAGR source: GSMA sub-Saharan report 2023
** Published results from other market participants
and regulatory reports
14
markets in our diversified portfolio
1st or 2nd
largest operator by customer
market share** in all 14 markets
2.6%
projected compound annual population
growth in our region by 2028
20.9%
revenue growth in constant currency,
(5.3%) in reported currency in 2023/24
Revenue contribution
by segment
Year ended
March 2024
$m
Year ended
March 2023
$m
Reported
currency
change %
Constant
currency
change %
Nigeria – mobile services
1,503
2,128
(29.4%)
25.8%
East Africa – mobile services
1,622
1,508
7.5%
21.5%
Francophone Africa – mobile services
1,213
1,090
11.3%
9.2%
Mobile money services
837
692
21.1%
32.8%
Total***
4,979
5,255
(5.3%)
20.9%
*** Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes
inter-segment revenue which eliminates on consolidation of $196m (2023: $163m). All segmental
revenue information presented throughout the Annual Report is as per note 6.1 of our financial
statements and includes the inter-segment revenue noted above.
All financial numbers are in reported currency.
Revenue
$4,979m
Constant currency +20.9%
Reported currency (5.3%)
EBITDA
1
$2,428m
Constant currency +21.3%
Reported currency (5.7%)
Operating profit
$1,640m
Constant currency +20.3%
Reported currency (6.7%)
Capex
$737m
$748m in 2022/23
Basic earnings per share
(4.4) cents
17.7 cents in 2022/23
1
EBITDA is an alternative performance measure
(APM) as described on pages 52-55
STRATEGIC REPORT
03
Airtel Africa plc
Annual Report and Accounts 2024
We reached more people
than ever this year with
our voice, data and
mobile money services –
increasing financial and
digital inclusion, and
transforming 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, pioneering 5G
services, and expanding data centres and
fibre access, we’re helping drive digitalisation.
We’ve expanded our footprint of retailers,
agents and exclusive franchises, so we can
deliver even more 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 2024
$m
Year ended
March 2023
$m
Reported
currency
change %
Constant
currency
change %
Voice
2,179
2,491
(12.5%)
11.9%
Data
1,734
1,787
(3.0%)
29.2%
Airtel Money
837
692
21.1%
32.8%
Other^
417
437
(4.6%)
23.4%
Total*
4,979
5,255
(5.3%)
20.9%
^
Other revenue includes messaging, value added services, tower sharing and Airtel Business.
*
Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes
inter-segment revenue which eliminates on consolidation of $188m (2023: $152m). All segmental revenue
information presented throughout the Annual Report is as per Note 6.1 to our financial statements and
includes the inter-segment revenue noted above.
34,500+
infrastructure sites
3.3+ million
retail touchpoints (agents and distributors)
in our network
75,400+ km
of connecting fibre
95%
sites providing 4G coverage
4G
services available in all 14 markets
5G
services available in five 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
services, including 4G, 5G,
home broadband and
data centres. We provide
4G services in all 14 of our
markets and 5G in five
markets.
Airtel Money
We offer mobile money
services, including digital
wallet payments systems,
microloans, savings and
international money
transfers.
152.7 million
total customers (+9.0%)
64.4 million
data customers (+17.8%)
38 million
Airtel Money
customers (+20.7%)
Total*
$4,979m
$2,179m
$1,734m
$417m
$837m
People across
Africa have
a huge appetite
for data.
Our 4G, 5G and
fibre networks
provide our
64.4 million data
customers with
15GB of data
capacity every
month.
Transforming lives
04
04
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Building a digital economy
Country
Zambia
Population
21m
Unique mobile penetration*
57%
Every one of our customers in Zambia receives 4G coverage or higher –
and by offering high-speed, reasonably-priced and reliable data,
customer data usage grew by 48.5% in 2023/24. Our Airtel Money
customer base in Zambia also grew by 21.1%. and we’re proud that
49.5% of mobile money customers are women.
For more information about our ‘Win with’ strategy, see
pages 24-33
For more information about our progress in East Africa, see
pages 40-41
*
Source: World Cellular Information Series (WCIS)
We’re helping
create the
digital economy
of the future.
Airtel Africa plc Annual Report and Accounts 2024
Data ili na lubilo na
mutengo wa pansi
itandiza malonda
yanga.
Fast and affordable
data helps me run
my business.
05
One in two
people has no
access to formal
banking
in Africa.*
Airtel Money has
included 38 million
customers
in the financial
ecosystem.
06
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Transforming lives
Including the unbanked
Country
DRC
Population
102m
Unique mobile penetration**
45%
The Democratic Republic of the Congo (DRC) is an underpenetrated
market where we can accelerate financial inclusion and grow our
Airtel Money business by ensuring customers can easily access our
services in more places than ever.
This year our Airtel Money customer base in the DRC has expanded
to beyond 3.6 million from 2.6 million in 2022/23, and Airtel Money
revenues in the DRC grew by 31% year on year in 2023/24.
For more information about our ‘Win with’ strategy, see
pages 24-33
For more information about our progress in Francophone Africa, see
pages 42-43
*
World Bank’s Global Findex Report 2021
** Source: World Cellular Information Series (WCIS)
We’re bringing
financial inclusion
to hard-to-reach
communities.
07
Airtel Africa plc Annual Report and Accounts 2024
J’apprécie
la commodité
et l’efficacité d’Airtel
Money.
I appeciate the
convenience and
efficiency of Airtel
Money.
Our programmes
provide schools with
internet connection,
free data
and educational
resources.
Transforming lives
No child
should be
denied
education.
Providing children across sub-Saharan
Africa with access to quality education
08
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Country
Nigeria
Population
224m
Schools connected
960
Education has the power to transform lives and futures. This is why the
work we’re doing to increase access to quality education through digital
learning is such an important element of our sustainability strategy and
helps to deliver our corporate purpose of transforming lives.
For more information about our partnership with UNICEF and our work to improve digital learning
in 13 markets, see
page 58
For more information about our progress in Nigeria, see
pages 38-39
By focusing
on education,
we’re helping to
unlock the
potential of the
next generation.
Airtel Africa plc
Annual Report and Accounts 2024
09
Imo ero je okan pataki
ninu eto eko wa loni.
Technology is a big part
of our learning now.
STRATEGIC REPORT
Navigating volatile times
through strong execution
and customer service
Customers in our markets have experienced
challenging times this year, with commodity
prices continuing to rise and, in several
countries, currency devaluations causing
volatility in people’s daily lives, as well as in the
wider business environment. I am proud that
everyone at Airtel Africa has stayed close to
our customers throughout, providing reliable,
affordable telecoms services that help them
navigate the cost-of-living pressures, and
unlocking opportunities for digital inclusion,
financial empowerment and wider economic
growth in the future.
Growth in demand for
voice, data and mobile
money, despite headwinds
Our key operating performance measures
show how customers continue to value our
services. In 2023/24 our customer base has
grown by 9.0%, while voice usage and data
usage have also continued to grow strongly.
Airtel Money in particular has gone from
strength to strength, growing its customer
base by 20.7%, and seeing transaction values
grow by 38.2% – it is remarkable to think
that in 2023/24, Airtel Money customers
transacted more than $116bn in constant
currency terms, up from $60bn just two
years ago.
This performance reflects the investment and
hard work we have put into our markets over
recent years, and reinforces our confidence
in the growth opportunity in sub-Saharan
Africa. Nonetheless, despite our robust risk
management and corporate governance
frameworks, we are not immune to the
volatility that our customers experience in
their economies. Devaluations and FX
shortages in large markets such as Nigeria
and Malawi created strong headwinds this
year and had a significant impact on our
reported currency revenues, as described
on page 50 – though constant currency
revenues continued to show strong growth.
The Board has been closely involved in
overseeing the company’s strategy to
navigate these headwinds – and we are
confident that the delivery of our growth
strategy, strong operational execution and a
focus on margin resilience will enable us to
weather the volatility well and create a base
for future continued growth.
10
Airtel Africa plc
Annual Report and Accounts 2024
Chair’s statement
Transforming
lives
STRATEGIC REPORT
In a volatile macroeconomic environment,
Airtel Africa continues to remain focused
on its purpose of ‘Transforming lives’.
We have consistently delivered on the
sustainability ambitions that underpin
our business strategy, and on our
commitment to developing the
infrastructure and services that will
drive digital and financial inclusion for
people across Africa.
Sunil Bharti Mittal
Chair
Maintaining our
momentum on
transforming lives
Despite the turbulence in the macro-
economic environment, Airtel Africa remains
focused on its purpose of ‘Transforming lives’.
We have continued to deliver on the
sustainability ambitions that underpin our
business strategy, and on 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). This year,
we have published a separate Sustainability
Report 2024 to give our stakeholders a
comprehensive and transparent account
of our progress. We have highlighted the
Board’s role in considering and acting on
environmental, social and governance
matters on pages 95-98 of this Annual
Report.
There have been some great achievements
this year, including through our extensive
partnership work, which shows our continued
commitment to collaboration. The expansion
of our network coverage, which now extends
to 34,500+ sites across the region, means
that more people than ever have access to
data, voice and mobile money services,
frequently delivered through partnerships
with tower companies which include initiatives
to reduce emissions and environmental
impacts. Our partnership with the Rwandan
government on the ConnectRwanda 2.0
initiative will see more than a million people
in the country gain access to affordable
smartphones by the end of 2024 (see page
58), while Airtel Money continues to reach
agreements with global financial services
companies to improve our customers’ access
to finance (see pages 44-45).
One of our flagship partnerships is with
UNICEF, designed to transform the lives of
over one million children through education
by 2027. Education has long been a focus
for Airtel Africa and for me personally, and
I am proud that the programme is now rolled
out in 13 countries, reaching thousands of
schoolchildren to date. On behalf of the
Board, I would like to thank everyone at
Airtel Africa for their work in delivering
these achievements.
11
Airtel Africa plc
Annual Report and Accounts 2024
CEO succession
While I discuss changes to our Board and
management in more detail on pages 84-93,
I would like to pay tribute here to our outgoing
CEO, Olusegun (Segun) Ogunsanya, who is
retiring this year. While delivering consistent
double-digit growth, Segun oversaw the
launch of our Sustainability strategy and our
UNICEF partnership. This has laid a strong
foundation for his successor, Sunil Taldar,
whom we welcome as CEO on 1 July 2024.
Serving our customers to
create sustainable value
Our ‘Win with’ strategy drives a continuous
focus on serving customers’ needs so we can
deliver sustainable, profitable growth, while
mitigating our risks and strengthening our
balance sheet.
Leverage was at 1.4x in March 2024, broadly
in line with the previous year despite strong
cost pressures, and alongside continued
investment in the infrastructure and spectrum
that will fuel our continued success.
The Board of directors has recommended a
final dividend of 3.57 cents per share, making
the total dividend for 2023/24 5.95 cents per
share, which is in line with our progressive
dividend policy.
The path forward for the business is clear –
to continue serving our customers in all our
14 markets and support the sustainable
development of the countries where we
operate. On behalf of the Board, I would like
to thank all our stakeholders for their support
as Airtel Africa continues on its journey, and
transforming lives.
Sunil Bharti Mittal
Chair
8 May 2024
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.
Sunil Bharti Mittal
Chair
STRATEGIC REPORT
Chief executive officer’s review
12
Airtel Africa plc
Annual Report and Accounts 2024
Q. What are your most
important reflections
on 2023/24?
A. This has been another year in which many
of our customers and communities have
faced considerable challenges – and another
year in which everyone at Airtel Africa can see
the difference we make in the economies and
societies around us.
When times are hard, whether because of
economic shocks, political uncertainty, or
extreme weather, our services are more
important to people than ever. We help them
empower themselves: connecting customers
to each other, or enabling businesses to
access the digital economy, or bringing
people into the financial services ecosystem
for the first time. As we continue to grow,
we also continue to increase the positive
impact we can have – and fulfil our purpose
of transforming lives.
Q. What progress have
you made on your
‘Win With’ strategy?
A. We’ve seen good progress in all six pillars
of our strategy: technology, distribution,
data, mobile money, people, and cost, all
underpinned by our sustainability strategy.
Our network grew by around 3,000 sites, with
921 additional sites in rural areas – helping
to fuel the recruitment and retention of our
customers, which is also driven by our
distribution teams, who this year increased
the number of our customer-activating
outlets by 19.6%, bringing the total number
to 363,800+ outlets across our 14 markets.
Airtel Money also continues to grow, with
20.7% more mobile money customers, and
transaction value increasing by 38.2% in
constant currency.
The 45.5% increase in data usage and the
56.6% increase in home broadband revenues
show how much appetite our customers have
for digital connections. I’m particularly pleased
that the expansion of our 5G networks is
providing stronger broadband connections
for small enterprises as well as individuals –
continuing to enable economic
empowerment.
Our people have helped drive our success,
supported by our continued focus on
succession planning, diversity and training,
by maintaining an absolute determination to
serve our customers.
And cost has been particularly important this
year, as I describe below. Managing risk plays
a role here, including foreign exchange risk –
our focus on localising debt has helped
keep Group debt stable at 1.4x, even while
we maintained capital expenditure broadly
level at $737m.
Our CEO Olusegun Ogunsanya discusses
a year in which the business overcame
significant headwinds in several markets to
achieve strong constant currency growth
while continuing to deliver on our purpose
of transforming lives.
Our strategy for
growth in action
45.5%
increase in data usage
38.2%
increase in transaction value for
Airtel Money in constant currency
CEO Q&A
13
Airtel Africa plc
Annual Report and Accounts 2024
But those numbers do not tell the full story.
The answer to these headwinds is to outgrow
them – and in Nigeria we responded with a
clear plan of action, focusing on reducing
costs, reducing foreign currency liabilities,
and continuing to manage expenses as far as
possible, while staying dedicated to serving
our customers as they also navigated the
volatile economic times. As a result, mobile
services revenues in Nigeria increased by
25.8% in constant currency in 2023/24,
driven primarily by strong usage growth
across the base.
That growth underpins our continuing
confidence in the opportunity we have in
Nigeria, and our belief in the talent, innovation
and resilience of the Nigerian people. The
devaluations should lead to a healthier
economy in the medium term, while Nigeria
exemplifies the demographic runway for
growth we see across our markets, with its
population of over 220 million people with
52% below 18 years of age, mostly digital
natives in a country dedicated to becoming a
digital powerhouse in Africa. With unique SIM
penetration below 50%, there is so much still
to do in terms of mobile connectivity, digital
empowerment, and financial inclusion and
– provided we continue to apply our robust
risk management and corporate governance
frameworks to navigate the economic
conditions – we see Nigeria as a key driver
of our future growth.
For more information about the impact of
devaluation in Nigeria, see the financial review,
pages 48-55
For more about the challenges and
opportunities in the Nigerian market,
see market environment,
pages 18-19
Q. What progress have
you made on your
sustainability ambitions?
A. To be a great company, you have to be a
‘good’ company – which means more than
making corporate commitments. For me and
for the business, our goal of transforming
lives through digital empowerment and
financial inclusion is a promise to all our
stakeholders, and we are transparent with
them in what we have achieved, and what
we still need to do. We have published our
separate Sustainability Report 2024 as a
companion to this Annual Report.
This year, we have seen real progress in key
areas of our sustainability strategy, including
the publication of our scope 3 emissions
reduction strategy in November, which
builds on our decarbonisation programme,
announced in May 2023 in ‘Our journey
towards a net zero future’. Two areas of our
work stand out in particular to me: increasing
the financial inclusion of women through
Airtel Money, and our work with UNICEF
on education.
In many of our markets, access to formal
financial services is still very limited – and
disproportionately so for women. We see at
first hand the transformational impact that
expanding women’s financial inclusion is
having on them, and on their families.
Our partnership with UNICEF, meanwhile,
shows exactly what we mean by transforming
lives, with its aim of providing educational
resources, free of charge, to one million
children by 2027. Education is a great leveller,
one of the most important ways to raise
people out of poverty and foster economic
growth. Our focus on creating digital
opportunities for teachers and students,
reaching thousands of schoolchildren this
year alone, also helps build the foundations
of a digital economy of the future – one where
we, and those around us, can thrive.
Olusegun Ogunsanya
Chief executive officer
8 May 2024
For more information about our sustainability
strategy and climate-related disclosures,
see
pages 56-70
For more information about our ‘Journey
towards a net zero future’, visit
www.airtel.africa
Q. What were the highlights
of your financial
performance?
A. We’ve shown how our strategy and
business model have the resilience to
weather significant economic headwinds
while continuing to deliver constant
currency growth.
In constant currency, we have grown
revenues in data by 29.2%, in voice services
by 11.9% and in mobile money by 32.8%.
Our customer base grew beyond 150 million
in December 2023, reaching 152.7 million in
total by the year end. EBITDA grew by 21.3%
in constant currency. Overall revenue growth
in constant currency was 20.9% – an even
better result than last year.
Clearly, devaluation and inflation have had an
effect on our reported currency performance,
with reported revenues down 5.3%. It was
a very volatile year in several markets, and
required a keen focus on costs, with fuel
prices having a particular impact. Despite
this cost pressure, we maintained EBITDA
margin of 48.8%, only a small reduction from
last year.
One of the highlights for me is that we were
able to support customers as they faced
the cost-of-living crisis in their communities.
We have always believed in driving usage,
rather than price – and our services help
customers reduce their other expenses by,
for example, reducing the need for travel or
increasing the ease with which they can
access entertainment, education or financial
services. Customers turned to us for more
services in 2023/24, with the result that
average revenue per user increased by
10.7% in constant currency.
Q. Where were the
headwinds felt most
strongly this year?
A. Devaluation and inflation – especially fuel
inflation – have played a part in nearly all our
markets. But Nigeria is our largest market,
so headwinds there can have a significant
impact on our overall performance. During
2023/24, the Nigerian naira (NGN) devalued
from NGN461 per US dollar to NGN1,303 per
US dollar. Inflation in Nigeria reached a high of
33.2% in March 2024. The impact of these
shocks on Group reported currency revenue
and EBITDA for the period ended 31 March
2024 was a reduction of $1,042m and
$554m, respectively, as described in detail
by our CFO in the financial review on
pages 48-50.
As we continue to grow, we
also continue to increase
the positive impact we can
have – and fulfil our purpose
of transforming lives.
14
Airtel Africa plc
Annual Report and Accounts 2024
Our investment proposition
Our unique position across markets with
substantial growth potential, combined
with a clear strategy and consistent track
record in execution, supports sustainable
value creation for all our stakeholders.
Compelling and
sustainable long-term
growth
The countries we operate in have some of the
youngest and fastest-growing populations in
the world. Combined with low penetration of
services, low consumption of voice and data
and limited traditional banking services, this
creates a huge opportunity for the continued,
sustainable growth of our business.
This will enable us to fulfil our corporate
purpose of transforming lives across Africa.
Clear and consistent
strategy
The focused execution of our six-pillar ‘Win
with’ strategy for growth – supported by our
strong country-level management teams –
is the backbone of our ability to deliver
sustainable, profitable and market-leading
growth. The strength of our brand, the reach
of our distribution infrastructure and our
significant network capacity differentiate our
service offerings and underpin Airtel Africa’s
ambitions across the continent.
Strong track record
in execution
Our historic track record speaks for itself.
Over the past five years, we have delivered
18% CAGR constant currency revenue
growth and industry-leading EBITDA margins,
enabling continued investment in our network
to support our ambition for future growth.
Over the past year however, this strong
performance has been materially impacted
by currency headwinds and inflationary
pressures – particularly, in our largest market,
Nigeria – which has affected our reported
currency performance.
We continue to take specific initiatives to limit
this impact going forward by reducing our
foreign currency cost base, upstreaming
cash to the holding company (HoldCo) and
reducing US dollar exposure on our balance
sheet. However, our primary objective is
to capitalise on the exceptional growth
opportunity available across our markets to
unlock higher revenue growth which will limit
the further impact of currency headwinds.
Sustainable capital
structure
One of the priorities of our capital allocation
policy has been to create a robust capital
structure to future-proof our growth
ambitions and support shareholder returns.
Our conservative capital structure is
fundamental to navigating challenging
macroeconomic environments. Because
of our strong financial performance and
continued cash upstreaming, we expect to
fully repay our remaining HoldCo debt in
May 2024 and continue to move debt into
local currency. Currently, over 80% of our
debt is in local currency, providing a stable
and sustainable capital structure.
Attractive shareholders
return policy
As a result of our consistent ability to
generate cash flow and strengthen our
capital structure, the Board of directors has
reiterated our existing dividend policy of a
mid- to high-single-digit annual growth in
the dividend. In January 2024, the Board
of directors approved the launch of a
share buy-back programme amounting to
$100m over the next 12 months, beginning
in March 2024.
We’re uniquely positioned to deliver affordable
and reliable services to a young and growing
population across 14 markets in Africa.
The diversity of our offerings across voice,
data and mobile money, combined with our
transparent capital allocation policy, provides
the foundation to ensure we capitalise on this
growth opportunity. This positive outlook,
combined with our strong financial position
and attractive shareholder return profile,
provides a persuasive investment case for
current and prospective shareholders.
For more information about our market
environment, see
pages 18-19
STRATEGIC REPORT
15
Airtel Africa plc
Annual Report and Accounts 2024
Our key performance indicators
*
Growth percentage and EBITDA margin are in reported currency.
Revenue
Leverage
Operating
profit*
Net cash
generated
from operating
activities*
EBITDA and
margin
Return on
capital
employed
Operating free
cash flow*
Basic earnings
per share
Profit
after tax*
FY’24
FY’24
GAAP KPIs
APM KPIs
FY’23
FY’23
$4,979m
1.4x
$1,640m
$2,259m
$2,428m
23.0%
$1,691m
$(89)m
$5,255m
1.4x
$1,757m
$2,229m
$2,575m
23.3%
$1,827m
$750m
Constant currency 20.9%
Reported currency (5.3%)
(6.7%)
Constant currency 21.3%
Reported currency (5.7%)
Margin 48.8%*
(7.4%)
(111.9%)
1.4%
Constant
currency
+17.6%
+14.5.%
Constant
currency
+17.3%
Margin 49.0%
+10.4%
(0.6%)
+10.9%
(4.4) cents
17.7 cents
(124.9%)
+5.2%
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.
This year we added a new operational KPI
to measure progress of our mobile money
services as expansion of mobile money
agents and exclusive infrastructure is
instrumental in driving our Airtel Money
business.
Our key financial KPIs are revenue, 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 balance.
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 56
See definition and reconciliation of our alternative
performance measures on
pages 52-55
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
operational 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 146-165
16
Airtel Africa plc
Annual Report and Accounts 2024
Our key performance indicators
continued
Operational KPIs – mobile services
Performance
During the reporting year, we
deployed around 3,000 sites, reaching
34,500+ sites in total as of 31 March
2024. We added 4,300+ sites on 4G
and now 95% of our total sites are
on 4G. 5G is operational across six
countries, with over 1,000 sites
deployed. We also added around
5,000 km of fibre (reaching 75,400+
km of fibre as of 31 March 2024).
Network data capacity increased by
32.7% to 31,700+ terabytes (TB)
per day, with peak hour data utilisation
at 53.0%.
Performance
Our overall customer base grew by
9% to 152.7 million as of 31 March
2024. We continue investing in
networks 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.
Our customer base grew across all
three regions: Nigeria by 5.3%, East
Africa by 10.7% and Francophone
Africa by 11.8%, respectively.
Performance
In reported currency, data revenue
declined by 3.0% to $1,734m with
data ARPU declining from $3.0 to
$2.4 in the current period due to
currency devaluation.
In constant currency, data revenue
grew by 29.2%, led by both customer
base growth of 17.8% and data ARPU
growth of 7.3%. 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
17.8% to 64.4 million as of 31 March
2024 and now comprises 42.1%
of our total customer base. Data
customer base growth was driven
by expansion of our data network,
increase in network data capacity
and smartphones on our network.
The 4G customer base reached
37.7 million, a growth of 42.3%,
and contributes 58.6% of our total
data customer base. Smartphone
penetration increased to 40.5%
(from 36.3%), of which 75.1% are
4G enabled smartphones (compared
with 65.4% in the prior period).
28,797
31,546
34,534
16,949
23,931
31,747
FY’24
FY’23
FY’22
128.4
140.0
152.7
10.2
11.6
12.7
FY’24
FY’23
FY’22
1,525
1,787
1,734
2.9
2.2
3.0
2.3
2.5
2.4
34.6
%
23.8%
29.2%
FY’24
FY’23
FY’22
26.8
28.1
26.7
36.4
%
46.7
19.9
39.0%
54.6
26.5
42.1%
64.4
37.7
FY’24
FY’23
FY’22
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
m
Customer net additions
m
Data revenue
$m
Data ARPU (RC)
$
Data ARPU (CC)
$
Revenue growth
%
2G and 3G data customers
m
4G data customers
m
Data customers penetration
%
Performance
Our voice traffic grew by 14.9% to
504 billion minutes during the year,
driven by customer base growth
of 9.0% and an increase in voice
usage per customer by 5.2% to
286 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 Nigeria and East Africa regions.
Performance
In reported currency, voice revenue
declined by 12.5% to $2,179m with
voice ARPU declining from $1.5 to
$1.2 in the current period due to
currency devaluation (primarily the
Nigerian naira devaluation).
In constant currency, voice revenue
grew by 11.9%, contributed by both
customer base growth of 9.0% and
voice ARPU growth of 2.4%. The voice
ARPU growth was led by an increase
in voice usage per customer by
5.2% (Increased to 286 minutes
per customer per month).
FY’24
FY’23
FY’22
379
439
504
257
272
286
2,358
2,491
2,179
1.6
1.5
1.2
1.3
1.2
1.2
15.4
%
11.8%
11.9%
FY’24
FY’23
FY’22
Voice traffic and usage
per customer
Voice revenue and
voice ARPU
Voice traffic
bn mins
Usage per customer
mins
Voice revenue
$m
Voice ARPU (RC)
$
Voice ARPU (CC)
$
Revenue growth
%
Performance
Total data usage increased by 45.5%
to 3,934 billion MBs led by both
customer base growth of 17.8%
and an increase in data usage per
customer of 20.8%. During the period,
4G data usage contributed to 80.8%
of total data usage. Data usage per
customer increased to 5.4 GB per
month (up from 4.4 GB per customer
per month) while 4G data usage
per customer increased to 8.5 GB
per month (from 7.3 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 1.1% to 95.8%).
616
689
755
3,520
1,848
1,232
4,546
2,704
2,015
5,492
3,934
3,179
FY’24
FY’23
FY’22
Data usage, 4G data
usage and data usage
per customer
2G and 3G data usage
bn MB
4G data usage
bn MB
Data usager per customer
MB
Note: growth percentages in KPIs are in constant currency unless specified. ARPU (CC) is on 2023/24 constant currency for all reported periods.
STRATEGIC REPORT
17
Airtel Africa plc
Annual Report and Accounts 2024
Operational KPIs – mobile services continued
Operational KPIs – mobile money
Note: growth percentages in KPIs are in constant currency unless specified. ARPU (CC) is on 2023/24 constant currency for all reported periods.
Performance
Our mobile money customer base
grew by 20.7% to 38.0 million as of
31 March 2024, representing 24.9% of
our total customer base. This growth
was largely driven by expansion of our
mobile money agents and merchant
ecosystems and continued investment
into our exclusive franchise channel of
kiosks and branches. Our enhanced
distribution channel ensures
availability of mobile money float
across our footprint.
In Nigeria, the company remained
focused on customer acquisition
through the year, with 1.5 million
active customers registered for
mobile money services in Nigeria
at the end of March 2024.
Performance
We increased our active agent network
by 477,000 to 1.4 million. In addition,
our exclusive infrastructure network
increased by 29,400 to over 109,000
as of 31 March 2024.
*
Exclusive infrastructure includes
Airtel Money branches, kiosks
and mini shops.
Performance
Our mobile money transaction value
grew by 38.2% to over $112bn in
reported currency.
The transaction value per customer
reached $262 per month, an increase
of 13.1% in constant currency.
The increase in transaction value
was supported by higher cash
transactions, merchant payments
and mobile services recharges
through Airtel Money.
26.2
31.5
38.0
20.4
%
22.5%
24.9%
FY’24
FY’23
FY’22
624
899
1,377
69.1
79.7
109.1
FY’24
FY’23
FY’22
223
252
262
64
89
112
FY’24
FY’23
FY’22
Mobile money customer
base and penetration
Mobile money agents and
exclusive Infrastructure*
Mobile money transaction
value and transaction
value per customer
Customer base
m
Customer penetration
%
Active agents
000s
Exclusive infrastructure
000s
Transaction value per customer
$
Transaction value
$bn
Performance
In reported currency, mobile services
revenue declined by 8.1% to $4,338m
and mobile services ARPU declined
from $2.9 to $2.5 due to currency
devaluation (primarily the Nigerian
naira devaluation).
In constant currency, mobile services
revenue grew by 19.4%, with growth
being recorded across all regions and
services: Nigeria up by 25.8%, East
Africa by 21.5% and Francophone
Africa by 9.2%. Mobile services
revenue growth was driven by both
voice and data services: voice revenue
growth of 11.9% and data revenue
growth of 29.2%. Mobile services
ARPU was $2.5 per customer per
month up by 9.3% in constant
currency.
Performance
Mobile money revenue was $837m,
an increase of 32.8% in constant
currency (21.1% in reported currency)
driven by 36.0% growth in East Africa
and 22.3% in Francophone Africa,
respectively.
The transaction value per customer
grew by 13.1% resulting in mobile
money ARPU growth of 8.6%.
Mobile money revenue now accounts
for 18.4% of total Group revenue
in Q4’24.
4,294
4,721
4,338
2.9
2.2
2.9
2.3
2.5
FY’24
FY’23
FY’22
22.0
%
16.2%
19.4%
553
692
837
1.9
1.8
2.0
1.9
2.0
34.9
%
29.6%
32.8%
FY’24
FY’23
FY’22
Mobile services revenue
and ARPU
Mobile money
revenue and ARPU
Mobile services revenue
$m
Mobile services ARPU (RC)
$
Mobile services ARPU (CC)
$
Revenue growth
%
Revenue
$m
ARPU (RC)
$
ARPU (CC)
$
Revenue growth
%
Operational KPIs (consolidated) – mobile services and mobile money
Performance
In reported currency, total revenue
declined by 5.3% to $4,979m and
ARPU declined from $3.3 to $2.8 due
to currency devaluation (primarily
the Nigerian naira devaluation).
In constant currency, total revenues
increased by 20.9%, driven by both
customer base growth of 9.0% and
ARPU growth of 10.7%. There was
growth across all reporting segments:
mobile services revenue in Nigeria
grew by 25.8%, in East Africa by 21.5%
and in Francophone Africa by 9.2%
(and voice revenue growth of 11.9%
and data revenue up 29.2%). Mobile
money revenue grew by 32.8%, driven
by 36.0% growth in East Africa and
22.3% in Francophone Africa. ARPU
growth of 10.7% was driven by all our
key services: with data contributing
6.0%, voice contributing 1.1%, mobile
money contributing 3.3%, respectively.
4,714
5,255
4,979
3.2
2.5
3.3
2.9
2.6
2.8
23.3
%
17.6%
20.9%
FY’24
FY’23
FY’22
Total Group revenue
and ARPU
Group revenue
$m
Group ARPU (RC)
$
Group ARPU (CC)
$
Revenue growth
%
18
Airtel Africa plc
Annual Report and Accounts 2024
Our market environment
For the vast majority of the 1.2 billion people
in sub-Saharan Africa, mobile services are the
first and often only way they have to access
telecoms, internet and banking services.
Demand from individuals and businesses
continues to rise across the region – and there
is a clear opportunity to increase the reach
and penetration of affordable voice, data and
mobile money services, include more people
in the digital economy, and help support
sustainable development on the continent.
While the region has continued to experience
economic and political turbulence this year –
with conflicts, currency fluctuations and
inflationary shocks disrupting several
markets and influencing consumers’
spending – growth in telecoms remains
robust. The GSMA forecasts that there will
be more than 200 million additional unique
mobile subscribers in sub-Saharan Africa
by 2030, and that mobile data traffic will
quadruple by 2028
1
.
Mobile services:
connecting individuals,
societies and economies
Landline infrastructure, traditional banking
services and broadband penetration levels
are far lower in sub-Saharan Africa than in
much of the world. This means that mobile
networks serve as critical communications
infrastructure for a region which will see
the world’s fastest growth in working age
population over the next three decades .
Connectivity and penetration are still relatively
low – mobile penetration is forecast to reach
50% by 2030, compared to a global average
of 73% – so our focus on expanding our
networks and extending rural coverage
plays a vital role in including people in the
mobile and digital economies. In 2023/24,
we invested $693m in capital expenditure,
predominantly in our networks, and added
around 3,000 sites to our network while
growing our customer base by 9%.
Data and digitalisation:
at the heart of
economic growth
Businesses and service providers rely on
secure, competitively-priced data in order
to prosper and generate economic value –
a fact reflected in the digitalisation ambitions
of governments across the region.
Smartphone adoption in our markets
continued to grow steadily in 2023/24 despite
strong economic headwinds for customers
in some markets, having passed 51% in
2022, according to GSMA. 4G coverage is
expanding – our 4G network now reaches
70.7% of the people in our markets, up 4.9%
since 2022/23 – and 5G is an emerging
opportunity in urban areas.
We aim to be at the leading edge of this digital
opportunity through our strategic focus on
winning with data and our expanding digital
products and content, and Airtel Business.
For more information about Airtel Business,
see
page 46
Mobile money:
continuing appetite
for financial inclusion
Africa leads the world in mobile money
services, and the continuing growth in
mobile money in our markets has hugely
expanded access to financial services for
consumers and businesses, many of whom
previously lacked access to traditional banks.
This growth in financial inclusion is a key
element in wider economic development
and opportunity: financial inclusion is an
enabler for seven of the 17 UN Sustainable
Development Goals. And despite more than
two decades of growth, the appetite for
mobile money in sub-Saharan Africa remains
strong – the region outperformed the global
averages for new accounts and transaction
volume growth in GSMA’s 2022 survey.
We continue to build the mobile money
ecosystems that help customers join the
digital economy, and to win new customers
through services including inter-operability,
payments, microloans and international
money transfers.
For more information about our mobile money
business, see
pages 44-45
Affordability is key,
especially during
economic disruption
Local and global economic turbulence have
been keenly felt by consumers in some of our
markets, accentuated by currency shortages
or devaluations, supply chain disruption
and political volatility – including changes
of governments in several markets. While
demand continues to increase, the rate of
growth across the sector slowed in 2023/24,
heightening competition. Affordability remains
very important to consumers, in a competitive
landscape that continues to be dominated by
a few large competitors, with some smaller
regional companies in some markets.
We offer transparent pricing plans based on
the principle of ‘more for more’ – meaning that
the cost of connecting continues to fall in real
terms. We also compete through our range
of services, our advertising and brand image,
the quality and reliability of our service, and
our wide network coverage. Our focus on
distribution is designed to give us competitive
advantage in recruiting and winning new
customers. We reached 152.7 million
customers in 2023/24 – and we’re increasing
our focus on customer retention as well as
recruitment, with a particular emphasis on
4G customers.
For more information about our ‘Win with’
strategy, see
pages 24-33
A clear runway for growth.
Across sub-Saharan Africa, demand for data, mobile voice and mobile
money services continues to grow, driven by a young and growing
population seeking better connections with each other, and with
economic opportunity.
1 https://www.gsma.com/solutions-and-impact/
connectivity-for-good/mobile-economy/sub-
saharan-africa/https://www.gsma.com/solutions-
and-impact/connectivity-for-good/mobile-
economy/sub-saharan-africa/
2 https://www.worldbank.org/en/region/afr/overview
STRATEGIC REPORT
19
Airtel Africa plc
Annual Report and Accounts 2024
Population
67m
65m
GDP
$79bn
$77bn
Mobile customers
70m
60m
Unique mobile penetration
54%
54%
Mobile money customers
53m
41m
Tanzania
2023
2024
Population
49m
47m
GDP
$52bn
$49bn
Mobile customers
37m
33m
Unique mobile penetration
45%
45%
Mobile money customers
22m
20m
Uganda
2023
2024
Population
21m
20m
GDP
$28bn
$29bn
Mobile customers
21m
20m
Unique mobile penetration
57%
57%
Mobile money customers
13m
11m
Zambia
2023
2024
Kenya
2023
2024
Population
55m
54m
GDP
$109bn
$116bn
Mobile customers
67m
66m
Unique mobile penetration
67%
64%
Mobile money customers
38m
39m
Nigeria
2023
2024
Population
224m
219m
GDP
$375bn
$477bn
Mobile customers
224m
222m
Unique mobile penetration
49%
48%
DRC
2023
2024
Population
102m
99m
GDP
$67bn
$63bn
Mobile customers
56m
50m
Unique mobile penetration
45%
44%
Mobile money customers
22m
14m
Focusing on the
opportunity in our largest
market, Nigeria
Nigeria encapsulates the opportunity we
see across our markets, with its digital-first,
very young, 220 million+ population, and a
powerful appetite for data that reflects the
country’s ambition to be a digital powerhouse.
Nigeria is widely expected to be the third
most populous nation in the world by 2050,
reflecting the very compelling runway for
growth. However, the effects of currency
devaluation and inflation in 2023/24 have
had a significant impact on the telecoms
sector as a whole, and on the wider economy.
In June 2023, the Central Bank of Nigeria
(CBN) announced structural changes to
the operations in the Nigerian Foreign
Exchange (FX) market which contributed to a
substantial devaluation of the Nigerian naira.
Combined with subsequent devaluations,
this led to the Nigerian naira devaluing
during the reporting year. Inflation in Nigeria
peaked at 33.2% in March 2024.
The structural changes in the Nigerian
economy, including steps taken by the
government to curtail inflation and provide a
more stable foreign exchange environment,
have the potential to strengthen the country’s
economy in the medium to long term. Since
the start of 2024/25, the availability of US
dollars in Nigeria has improved. However,
as Nigeria is our largest market, where we
serve more than 50 million customers, these
currency headwinds had a material impact
on our financial performance in reported
currency terms in 2023/24, as described in
our financial review on page 50. In constant
currency, however, our continued investment
into maintaining and modernising our
4G network, whilst also expanding our
distribution network, has enabled year-on-
year revenue growth of 25.9% in 2023/24 –
reinforcing our commitment to capitalise on
this significant opportunity, grow our services
in Nigeria, and continue to enable its digital
transformation.
For more information, see our financial review
on
pages 48-55
Managing risk
To capitalise on the growth potential in our
markets, our risk management processes
need to be very robust.
Our risk management framework, wide
geographical spread, deep knowledge of the
African continent and governance policies
ensure we’re able to effectively mitigate
risks while pursuing growth opportunities.
Furthermore, we continue to be a partner in
development with our various stakeholders
on the continent through the implementation
of our sustainability strategy, with significant
commitments to achieving digital and
financial inclusion and ensuring effective
environmental stewardship through our
net zero ambition.
For more information about how we manage
our risk, see
pages 72-79
For information about our sustainability
strategy, see
pages 56-70
Working with governments
and regulators
The telecoms sector operates within the
frameworks created by governments and
regulatory authorities, which include telecoms
regulations, banking regulations and licences,
all of which evolve rapidly. As well as strict
compliance with regulations, we aim to work
collaboratively with governments to make
sure we integrate our services into their
key initiatives for communications and
sustainable development and play our
part in strengthening economies and
transforming lives.
Know Your Customer (KYC) regulations
apply in most markets, requiring 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 more information, see our legal and
regulatory framework on
pages 20-21
Our key markets
Data sources:
•
Population and GDP from the International
Monetary Fund (IMF)
•
Mobile customers and mobile money customers
from respective telecoms regulatory authorities’
published data except Uganda. For Uganda,
customers are from operator published results
•
Unique mobile penetration report from Omdia
market analysts
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Legal and regulatory frameworks
Know Your Customer
(KYC)
Uganda
The Regulation of Interception of
Communications Regulations, 2023 was
enacted on 12 May 2023, making it a
requirement to have all customers submit
biometric information to their mobile
network operators by 12 November 2023.
This requirement has been implemented
by the company.
Chad
In August 2023, the Government of Chad
issued an Order establishing new rules
for identifying subscribers, requiring that
operators collect full KYC details in respect
of each customer within three months of
the Order. The rules also limit the number
of SIM-cards to three per customer. We’re
complying with this requirement.
Nigeria
In December 2023, the Government of
Nigeria issued directives requiring full
barring of all MSISDNs (mobile station
international subscriber directory
numbers) without National Identification
Numbers (NIN) as well as verification of
all NINs used for SIM registration against
the national database. Operators were
required to comply with these directives
in stages at various dates, with the final
date for SIM barring set for 31 July 2024.
Mobile termination
regulation
Rwanda
On 14 October 2023, the regulator in
Rwanda set the asymmetrical mobile
termination rate (MTR) for calls terminating
on Airtel Rwanda’s network at 2 Rwandan
francs (RWF), and 1.5 RWF for those
terminating on MTN Rwanda’s network.
This related to all calls for the period to July
2023 from 1 January 2023 (backdated).
The same decision set the MTR rate for the
period from August 2023 to August 2024,
at 0 RWF for both mobile operators.
The Republic of the Congo
In October 2023, the regulator in the
Republic of Congo set an asymmetric MTR
in favour of Airtel Congo S.A. The rate was
set at an asymmetric MTR of 7 Central
African Francs (CFA) to terminate on
Airtel Congo S.A.’s network, and 5 CFA
to terminate on MTN’s network.
We operate within the laws and
regulatory frameworks of governments
and regulatory agencies in our markets –
and we always work to ensure that
our operations meet local legal and
regulatory requirements.
We engage with governments and regulatory authorities to promote
a stable business environment that supports governments’ goals for
the sector and the long-term viability of our business, as we provide
critical communications infrastructure and enable digital and
financial inclusion.
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. Frameworks are unique to each country, and they
constantly evolve – so we keep them under continuous review,
and publish significant developments on www.airtel.africa, under
‘Regulatory news’.
To ensure compliance with the laws and regulatory frameworks,
regulators in a number of markets have carried out audits and reviews
during the year. These audits largely related to Know Your Customer
(KYC) and quality of service compliance. Central banks across our
markets have also increased their oversight of issues including
governance, anti-money laundering and counter-terrorism financing,
with audits being undertaken in some markets.
Here we describe the most significant developments in our largest
markets this year.
STRATEGIC REPORT
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Annual Report and Accounts 2024
Licences
Our services require a range of licences
which are periodically issued, renewed or
modified. In 2023/24 these included:
The Democratic Republic of
the Congo
On 7 June 2023, the DRC Government
awarded a submarine cable landing licence
to Mawezi RDC S.A, a joint-venture (JV)
company, with the two partners being Airtel
RDC S.A. and Orange RDC S.A. The licence
allows the JV company to land and operate
the ‘2Africa’ submarine cable in the DRC.
Kenya
On 15 June 2023, the Communications
Authority of Kenya (CA) awarded Airtel
Kenya Telesonic Limited a Network Facility
Provider – Tier 2 Licence.
On 30 August 2023, Airtel Networks Kenya
Limited received a Submarine Cable Landing
Rights Licence for the ‘2Africa’ submarine
cable. The licence allows Airtel Africa to land
and operate the ‘2Africa’ submarine cable
in Kenya.
Malawi
On 7 February 2024, the Malawi
Communications Regulatory Authority
(MACRA) approved the renewal of Airtel
Malawi plc’s Network Services Licence,
Application Service Licence and Network
Facilities Service Licence for ten years.
Rwanda
On 15 April 2023, the Rwanda Utilities and
Regulatory Authority (RURA) issued Airtel
Rwanda Limited with a modified licence,
at no additional cost, following the
amendment of the broadband policy that
resulted in the liberalisation of access to 4G,
5G and future technologies for all mobile
network operators.
Uganda
On 19 July 2023 the Uganda
Communications Commission (UCC)
awarded Airtel Uganda Telesonic Limited
a National Public Infrastructure Provider
Licence for 15 years.
Zambia
On 12 July 2023, the Zambia Information
and Communications Technology Authority
(ZICTA) issued Airtel Zambia Telesonic
Limited with a network licence and service
licence for 15 years.
Madagascar
In April 2023, the Government of
Madagascar introduced a global licence
allowing Airtel Madagascar to offer a suite
of telecom services and removing the
restriction of access to certain market
segments such as wholesale and national
fibre capacity reselling.
Spectrum developments
We acquire or renew spectrum to expand
or maintain our ability to provide services.
This year this included:
Nigeria
On 9 May 2023, Airtel Networks Nigeria
Limited renewed its 2100MHz (2x10 MHz)
spectrum licence at a price of $127m for
a period of 15 years.
Uganda
On 1 July 2023, the Uganda
Communications Commission (UCC)
awarded Airtel Uganda Limited spectrum in
the 800MHz (2 (2x5)) and the 3500MHz
(1x1000) bands for the remaining duration
of its National Telecommunication Operator’s
Licence, at no upfront cost.
Tax and finance
developments
Several governments reviewed their tax and
levy requirements in 2023/24, including:
Chad
With effect from 1 January 2024, the
Finance Act 2024 banned the use of airtime
as a cash equivalent. The law also modified
the regulatory framework to make tax of
0.1% applicable on money transfers and
withdrawals.
Kenya
The Finance Act 2023 introduced tax
changes which came into effect on 1 July
2023. They included an increase of VAT on
fuel from 8% to 16%, an increase of excise
duty on mobile money transfers from 12%
to 15%, and a reduction of excise duty on
voice and data services from 20% to 15%.
Niger
The Finance Act 2022 introduced a stamp
duty of 2% of the value of the invoice of each
contract that mobile operators enter into
with suppliers, increasing the cost of doing
business in Niger. The Government of Niger
repealed this tax provision with effect from
1 January 2024.
Nigeria
The Finance Act 2023 was passed on 1 May
2023 to support the Federal Government’s
budget. The act maintained the 5% excise
duty on telecommunication services.
However, the implementation of this tax was
suspended by the Federal Government.
Tanzania
Under the Finance Act 2023, on 1 July 2023,
a mobile money levy of approximately 23%
was removed from P2P, bank-to-wallet and
wallet-to-bank transactions. However, the
mobile money levy was increased by 50%
on ‘cash out’ transactions.
The Universal Communication Access Fund
Act was amended to increase the levies that
all telecommunication operators pay from
1% of operators’ annual revenues to 1.25%
starting from 1 July 2023, and from 1.25%
to 1.5% starting from July 2025.
Listing and shareholding
developments
The Democratic Republic of the
Congo
By a Ministerial Order dated 10 October
2023, operators were given ten years to
comply with the law that requires that
all telecom licensees have a 30% local
shareholding.
Kenya
On 18 August 2023, the Government of
Kenya removed the requirement for 30%
local shareholding for licensees operating in
the telecoms sector, with immediate effect.
Malawi
Companies listed on the main board of the
Malawi Stock Exchange (MSE) are required
to have a minimum public float of 25%. Airtel
Malawi plc has currently listed only 20% of
its shares on the MSE. On 6 April 2023, the
MSE granted Airtel Malawi plc a further
period of three years within which to comply
with the 25% public float requirement.
Uganda
On 7 November 2023, Airtel Uganda listed
10.89% of its shares on the Uganda
Securities Exchange (USE) in compliance
with Uganda Communications (Fees and
Fines) (Amendment) Regulations 2020,
which created an obligation for all national
telecom operator licensees to list 20% of
their shares on the USE. The USE granted
Airtel Uganda an extension until 6 November
2026 to offer the shortfall to achieve the
20% listing.
22
Airtel Africa plc
Annual Report and Accounts 2024
Our business model
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
34,500+
infrastructure towers
and data capacity of
31,700+
terabytes per day
75,400+
km of fibre across
our markets
4,132
employees
Other key inputs
and enablers:
•
Compliance with regulatory
frameworks in all markets
•
Our consistent capital
allocation policy enables
us to deliver against the
growth opportunity that
our markets offer
•
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 2,700
partners and suppliers,
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
3.3 million
retail touchpoints
supported by a digitalised
approach, including:
More than
109,000
exclusive
retail touchpoints, including
minishops, kiosks and Airtel
Money branches
More than
363,800
customer-
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
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 purpose
Transforming lives
across Africa.
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
Creating value for our stakeholders
Our dynamic business model is underpinned by our sustainability
strategy and delivers value to stakeholders while transforming lives
through digitalisation and financial inclusion.
STRATEGIC REPORT
23
Airtel Africa plc
Annual Report and Accounts 2024
99.3%
of our customers use
pre-paid services
3.3+ million
people financially empowered
through direct employment,
business partnerships and
our distribution network
5G spectrum
acquired in five markets
99%
of customer requests
processed digitally
Our purpose of transforming lives is supported by our sustainability
strategy, described on
pages 56-70
Creating value for:
Offering simple, digitalised
customer journeys and
competitive pricing
To reach:
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
152.7 million
total customers
64.4 million
data customers
38 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 $1.7bn
in 2023/24 (vs $2.1bn in
2022/23)
3.3 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 with the total
spend on corporate social
responsibility (CSR) programmes
of $1.9m in 2023/24
Our shareholders
Constant currency revenue
growth of
20.9%
in 2023/24
EBITDA margin of
48.8%
Total dividend of
5.95 cents
(interim and final as
recommended by the Board)
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 business model is supported by a robust framework for monitoring
and managing risks, described on
pages 72-79
Our assessment of the risks and opportunities of climate change is
described on
pages 63-70
STRATEGIC REPORT
24
Airtel Africa plc Annual Report and Accounts 2024
Our strategy
Our ‘Win with’
strategy
STRATEGIC REPORT
Our ‘Win with’ strategy aims to deliver
long-term value for all our stakeholders.
It is accelerated by our drive for
digitalisation, and underpinned by the
detailed framework of environmental,
social and corporate governance (ESG)
objectives in our sustainability strategy.
We’re transforming lives across sub-Saharan
Africa through products, services and
programmes that foster
financial inclusion
,
drive
digitalisation
and empower our
152.7 million customers and their
communities. Our business objective is clear:
to grow market share profitably and create
superior enterprise value while delivering our
sustainability strategy, so we can continue to
pursue
our vision of enriching the lives
of
our customers.
Our ‘Win with’ strategy has six strategic pillars
through which we deliver sustainable,
profitable growth. Connecting all these pillars
are two constant themes: digitalisation,
and our commitment to contributing to
sustainable development through our
sustainability strategy. We execute our
strategy through a lean, efficient business
model, built around a strong balance sheet
and conservative capital structure.
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 in partnership 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.
Our six strategic pillars
25
Airtel Africa plc
Annual Report and Accounts 2024
A
c
c
e
l
e
r
a
t
e
d
b
y
o
u
r
c
o
m
m
i
t
m
e
n
t
t
o
d
i
g
i
t
a
l
i
s
a
t
i
o
n
U
n
d
e
r
p
i
n
n
e
d
b
y
o
u
r
s
u
s
t
a
i
n
a
b
i
l
i
t
y
s
t
r
a
t
e
g
y
Win with
data
Win with
people
Win with
cost
Win with
distribution
Transforming
lives
Win with
technology
Win with
mobile
money
We report our progress against our
sustainability
strategy in our Sustainability
Report 2024 and on
pages 56-70
Our ambition is to achieve net zero carbon
emissions by 2050. We published our
‘Journey towards a net zero future’ in 2023 –
for further details, visit
www.airtel.africa
Disciplined risk management is essential to
delivering our strategy. We describe our
approach and principal risks on
pages 72-79
Our
business
Our
community
Our
people
Our
environment
26
Our strategy
continued
STRATEGIC REPORT
Win with technology
Win with distribution
We aim to create a leading, modernised
network that provides the data capacity
to meet rapidly growing demand and
supports connectivity and digitisation
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.
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
interlinked services, as well as through
customer recruitment and retention.
Our progress
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.
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. This year we added over 4,300
4G sites and added approximately 5,000 km
of fibre. Data capacity increased by 32.7%.
921
new sites added in rural areas in 2023/24
How we measure progress
We measure progress through several KPIs,
described on pages 16-17, including:
34,534
total sites
31,747
data capacity (TB/day)
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 addition
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
improving our
approach to distribution
so we can
focus faster and more responsively on
the needs and issues of customers in
smaller geographies,
increasing our
customer reach
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Airtel Africa plc
Annual Report and Accounts 2024
Win with data
We aim to expand data usage in our
markets, including through increased
smartphone use in our customer base
and greater access to home
broadband, improving our offer to
existing customers and bringing new
people and businesses into the digital
economy.
Our progress
Success in our ‘Win with data’ pillar is closely
linked to our ability to extend and maintain
fast, reliable networks and to serve our
customers through our distribution
organisation. This year we saw the number
of data customers rise to over 64 million.
Our focus has resulted in an increase in
smartphone penetration from 36.3% in
2022/23 to 40.5% in 2023/24, while
providing an expanded network of 4G
and 5G coverage.
Data volumes grew by 45.5% year on year,
and 4G handsets now contribute 81% of this
data usage, compared to 75% in 2022/23.
Data usage per 4G data customer now
exceeds 8.5 GB per month.
To keep customers’ data secure, we 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.
Data usage grew by
45.5%
as of 31 March 2024
How we measure progress
We measure data through a number of KPIs,
described on pages 16-17, including:
64.4 million
data customers
58.6%
4G penetration of data customers
Our progress
We’ve continued to expand our distribution
network to get closer to customers and
increase our visibility, developing our
infrastructure and growing our customer
base.
We expanded our ecosystem of customer
activation outlets from over 304,200 to
over 363,800 this year, while continuing to
enhance our digital distribution capability, and
remaining focused on MyAirtel app and other
self-serve functionality. Fast, effective digital
onboarding is 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. Most onboarding processes
are achieved in five minutes or less.
Our customer base grew by 9.0% to
152.7 million
as of 31 March 2024
How we measure progress
We measure distribution through a number of
KPIs, described on pages 16-17, including:
12.7 million
customer net additions
1.9 million
recharge selling outlets
1.4 million
Airtel Money agents
Our priorities
Increasing
smartphone penetration
to
leverage our 4G network to win or maintain
market share
Engaging our smartphone users with
transparent and affordable offerings
that suit all budgets and usage habits
Investing in 5G network
to be ready for
future demands
Winning in the wireless home broadband
business
to address low broadband
penetration across Africa
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
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Airtel Africa plc
Annual Report and Accounts 2024
28
Airtel Africa plc
Annual Report and Accounts 2024
Our strategy
continued
Win with mobile money
Win with cost
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.
We aim to achieve an efficient
operating model, leading to an effective
cost structure and improved margins.
This year we’ve increased our focus on
adoption of energy efficient methods to
achieve dual objectives: improve cost
efficiency and eliminate hazardous
waste from our operations by 2040.
Our progress
Despite facing the challenges of high inflation
and currency devaluation, particularly in
Malawi, Nigeria and Zambia, we’ve widened
our customer base and driven increased
revenue while substantially increasing the
reach and depth of our mobile money offer.
Airtel Money is becoming the currency of
choice in a number of markets, and our
microloan and international money transfer
(IMT) products have helped drive revenue,
growing by 48% and 29%, respectively. To
expand and enhance our IMT business, we’ve
formed partnerships with Ria and Remitly.
We continue to monitor and adapt to evolving
regulatory frameworks, applying strong
compliance and data security controls. We’ve
also maintained our focus on our distribution
network and float availability through our
Airtel Money branches and kiosks, which in
2023/24 expanded by 1,200 to reach 49,200.
Our customer base grew to 38 million.
Airtel Money revenue grew by 32.8% to
$837m
as of 31 March 2024
How we measure progress
We measure mobile money progress
through a number of KPIs, described on
page 17, including:
38 million
(24.9%)
Airtel Money customer base and
penetration
$112bn
($262)
Airtel Money transaction value and
transaction value per customer
$2.0
Airtel Money ARPU
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 priorities
Rollout of telecommunication sites which
are less dependent on carbon fuel through
partnerships with towercos
and
deployment of
lithium-ion batteries
on our own sites
Collaboration with towercos to adopt
renewable energy sources
, such as solar
and other environmentally friendly solutions
Deployment of
multiband radios
on our
network to optimise the energy requirement
on the sites (as opposed to dedicated radios
for each technology/spectrum)
Ensuring
fail-safe network design with
optimal cost structures
through multiple
fibre routes and high capacity IRUs
Increasing availability of
digital recharges
and self care services
STRATEGIC REPORT
29
Airtel Africa plc
Annual Report and Accounts 2024
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 progress
As part of our gender balance efforts, we
increased our female representation to
28.3% from 26% in the previous financial
year. The number of nationalities represented
increased from 39 to 43. This helped us bring
diversity of thought leadership from different
backgrounds into our business.
Our Airtel Africa mobility and ‘Women for
technology’ programmes continued to play
a key role in our succession planning and
leadership development, helping us identify
and nurture our high-potential talent and
build a pipeline of capable leaders.
We reviewed and refreshed key leadership
roles in several markets to ensure we have
the right skills, expertise and perspectives to
meet evolving business needs.
We continue to push work simplification
through automation and digitisation to
streamline processes and increase the
efficiency and productivity of our teams.
43
nationalities represented at Airtel Africa
How we measure progress
We measure our progress on people through
a number of KPIs, including:
Gender
: 28.3% women in our workforce,
28.5% women in the Executive Committee
(ExCo) at the OpCo level
Nationality
: employees from 43 nationalities
Skills development
–
$1.2m total
investment into training and development
programmes in 2023/24
Voluntary attrition
– voluntarily attrition rate
was 10%
Our progress
Our cost model aims to ensure that we can
provide substantial additional capacity to
serve 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.
How we measure progress
48.8%
EBITDA margin in 2023/24
Our priorities
Ensuring we’ve the
right people in the right
jobs, with the right skills, at the right cost
and
living our culture
Accelerating our diverse pipeline of talent
to meet current and future business needs
Improving coaching and functional skills
through digital and classroom learning
and executive leadership coaching, and
proprietary programmes such as ‘Women
for technology’ and the Airtel Africa mobility
programme to drive leadership role readiness
and succession planning
Automating and digitising our people
processes
to improve the overall employee
experience and accelerate work simplification
Continually improving our processes
and procedures and evolving our work
environment to ensure we
remain an
attractive employer
that recruits and
retains the best talent
Customer service
is at the heart of our
success in Zambia.
30
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Our strategy
continued
31
Airtel Africa plc
Annual Report and Accounts 2024
Our strategy in action
Win with
data
Win with
people
Win with
cost
Win with
distribution
Win with
technology
Win with
mobile
money
Service to customers was at the heart of this
performance. Every one of our customers in
Zambia receives 4G coverage or higher –
and by offering high-speed, reasonably-
priced and reliable data, customer data
usage grew by 48.5% in 2023/24. At the
same time, our focus on distribution helped
drive the usage of Airtel Money services,
which now have an annual transaction value
that, at $27bn, is almost equal to Zambia’s
GDP. In 2023/24, our Airtel Money customer
base grew by 21.1%.
For our customers, availability, accessibility
and affordability are key. We’re proud that
49.5% of mobile money customers are
women, supporting the Zambian
Government’s national financial inclusion
strategy as well as Airtel Africa’s own
commitment to the financial empowerment
of women.
And we’re pleased to see how Airtel Money
is enabling entrepreneurs to help foster
economic activity across Zambia, with our
annual merchant transaction value growing
by over 90% in 2023/24. Together, our
focus on winning with mobile money,
technology and distribution saw Airtel
Zambia outgrow inflation and deliver 35%
revenue growth in 2023/24 with an EBITDA
margin of 63.9%.
For more information about our mobile money
business, see
pages 44-45
35%
sustainable CAGR growth over the past
five years
70.8%
bilateral revenue market share
to next competitor
Strategy alignment highlighted in red
Winning – and repaying – the trust of our
customers is a key driver of performance
in our markets. In Zambia, where we’ve
led the market in mobile services and
mobile money for several years,
we continued to build on our market
presence in 2023/24, growing our
overall customer base by 12% and
delivering strong margins despite the
headwinds of devaluation and inflation.
Ya lubilo, ya chetekela
na mutenga wa pansi.
Fast, reliable and
affordable.
Bukata Mtonga
Lusaka, Zambia
STRATEGIC REPORT
Our strategy
continued
Accelerated growth
through Airtel
Money distribution
in the DRC.
32
Airtel Africa plc Annual Report and Accounts 2024
Our strategy in action
33
Airtel Africa plc Annual Report and Accounts 2024
The Democratic Republic of the Congo
(DRC) is an underpenetrated market where
a young and often unbanked population
shows a strong appetite for mobile money
services – and where our teams have shown
how we can accelerate financial inclusion
and grow our Airtel Money business by
ensuring customers can easily access
our services in more places than ever.
In 2023/24, we more than doubled the
number of Airtel Money agents in the
DRC and transformed the way customers
used our recharge services by promoting
self-recharge and ensuring our existing
recharge selling outlets were also Airtel
Money outlets, with SIM cards on sale.
We supported the opening of conventional
bank branches to increase the availability
of cash in remote areas, and harnessed
the reach of our voice distribution teams
to increase the recruitment and service
of customers across the country.
As a result, this year our Airtel Money
customer base has expanded to beyond
3.6 million from 2.6 million in 2022/23, and
Airtel Money revenues in the DRC grew by
31% year on year in 2023/24. At t he same
time, our voice and data customer base also
benefited from our focus on distribution,
with over 1.3 million net customer additions
in 2023/24.
For more information about our business in
Francophone Africa, see
pages 42-43
Our markets offer the opportunity
for rapid growth – provided we retain
a sharp focus on delivering our
strategy, and a relentless emphasis
on customer service.
Win with
data
Win with
people
Win with
cost
Win with
distribution
Win with
technology
Win with
mobile
money
Un moyen rapide et
sécurisé d’envoyer
de l’argent en
déplacement en
cas de besoin.
A fast and secure way
to send money on the
go when needed.
Kemi Ndongo
Kinshasa, the Democratic Republic of
the Congo
31%
Airtel Money revenue growth
1.3+ million
net customer additions
Strategy alignment highlighted in red
34
Airtel Africa plc Annual Report and Accounts 2024
Business review
Markets and
performance
We report mobile services performance
across all our markets and within
our three operating regions. We also
report mobile money performance
as a separate segment.
STRATEGIC REPORT
35
Airtel Africa plc
Annual Report and Accounts 2024
Regional performance (mobile services and mobile money combined)
Nigeria – regional performance
Revenue
$1,504m
Constant currency 25.9%
Reported currency (29.3%)
EBITDA
$805m
Constant currency 30.8%
Reported currency (26.3%)
EBITDA margin
53.5%
Constant currency 202 bps
Reported currency 218 bps
ARPU
$2.5
Constant currency 19.1%
Reported currency (33.1%)
East Africa – regional performance
Revenue
$2,125m
Constant currency 24.6%
Reported currency 10.1%
EBITDA
$1,134m
Constant currency 23.8%
Reported currency 9.8%
EBITDA margin
53.3%
Constant currency (31) bps
Reported currency (13) bps
ARPU
$2.6
Constant currency 12.4%
Reported currency (0.6%)
Francophone Africa – regional performance
Revenue
$1,350m
Constant currency 10.3%
Reported currency 12.4%
EBITDA
$620m
Constant currency 8.1%
Reported currency 10.2%
EBITDA margin
46.0%
Constant currency (97) bps
Reported currency (93) bps
ARPU
$3.7
Constant currency (1.4%)
Reported currency 0.4%
Consolidated Group performance
Revenue
$4,979m
Constant currency 20.9%
Reported currency (5.3%)
EBITDA
$2,428m
Constant currency 21.3%
Reported currency (5.7%)
EBITDA margin
48.8%
Constant currency 14 bps
Reported currency (22) bps
ARPU
$2.8
Constant currency 10.7%
Reported currency (13.3%)
36
Airtel Africa plc
Annual Report and Accounts 2024
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-24
Mar-23
Revenue
1
$m
4,338
4,721
(8.1%)
19.4%
Voice revenue
$m
2,179
2,491
(12.5%)
11.9%
Data revenue
$m
1,734
1,787
(3.0%)
29.2%
Other revenue
$m
425
443
(4.1%)
23.5%
EBITDA
$m
2,115
2,336
(9.5%)
18.8%
EBITDA margin
%
48.8%
49.5%
(73) bps
(26) bps
Depreciation and amortisation
$m
(760)
(794)
(4.2%)
23.4%
Operating profit
$m
1,219
1,435
(15.0%)
14.0%
Capex
$m
693
700
(1.0%)
(1.0%)
Operating free cash flow
$m
1,422
1,636
(13.1%)
30.9%
Operating KPIs
Mobile voice
Customer base
million
152.7
140.0
9.0%
Voice ARPU
$
1.2
1.5
(19.9%)
2.4%
Mobile data
Data customer base
million
64.4
54.6
17.8%
Data ARPU
$
2.4
3.0
(19.4%)
7.3%
1
Mobile service revenue after inter-segment eliminations was $4,330m in the year ended 31 March 2024
and $4,715m in the prior period.
Growth % in constant currency
Revenue – voice ($m)
FY’24
FY’23
2,179
11.9%
11.8%
2,491
Revenue – data ($m)
FY’24
FY’23
1,734
29.2%
23.8%
1,787
Revenue
$4,338m
EBITDA
$2,115m
Operating profit
$1,219m
Voice ARPU
$1.2
Data ARPU
$2.4
Constant currency
19.4%
Reported currency
(8.1%)
Constant currency
7.3%
Reported currency
(19.4%)
Constant currency
18.8%
Reported currency
(9.5%)
Constant currency
14.0%
Reported currency
(15.1%)
Constant currency
2.4%
Reported currency
(19.9%)
Business review
continued
With data customer penetration
of just over 42% in our footprint,
we have a huge opportunity to
connect the unconnected –
and supported by our robust
business model, we’re ready
for this challenge.
Anthony Shiner
Chief commercial officer
STRATEGIC REPORT
37
Airtel Africa plc
Annual Report and Accounts 2024
Overview
The mobile services sector in sub-Saharan
Africa has grown rapidly in recent years – but
connectivity and penetration are still relatively
low, creating a clear opportunity for our
business. Mobile penetration is forecast to
reach just 50% by 2030*, compared to a
global average of 73%, and while consumers
are quickly adopting smartphones, there
is still huge unmet demand for voice and
data services.
We aim to meet this demand for connection
by offering customers transparent voice and
data products that meet their needs, and by
growing our physical and digital distribution
networks so that more customers can access
our services. In 2023/24, we expanded our
exclusive distribution infrastructure by 37%
to over 109,000 outlets, bringing more
customers into the reach of our 4G and 5G
networks. We continued to invest strategically
in our network this year – with 4G now
reaching 70.7% of the population, up 4.9%
since 2022/23 – supporting our mobile voice
business line while giving more people than
ever access to data.
Affordability and good customer service have
been key in a year when many consumers
faced cost-of-living pressures – so we
continued to offer ‘more for more’, based on
our policy of driving our revenue through
increased usage rather than higher prices.
Our customer base grew by 9% to
152.7 million in 2023/24.
*
GSMA report: “The mobile economy
sub-Saharan Africa 2023”
Our performance
Overall revenue from mobile services declined
by 8.1% in reported currency with growth of
19.4% in constant currency. The constant
currency growth was evident across all
regions and services. Mobile services revenue
grew in Nigeria by 25.8%, in East Africa by
21.5% and in Francophone Africa by 9.2%.
Voice revenue grew by 11.9% in constant
currency, supported by both customer base
growth of 9% and voice ARPU growth of
2.4%. Customer base growth was driven by
the expansion of our network and distribution
infrastructure. The voice ARPU growth of
2.4% was supported by an increase in voice
usage per customer of 5.2%, reaching 286
minutes per customer per month, with total
minutes on the network increasing by 14.9%.
Data revenue grew by 29.2% in constant
currency, driven by both customer base
growth of 17.8% and data ARPU growth
of 7.3%. The customer base growth was
recorded across all the regions supported
by the expansion of our 4G network. 95%
of our total sites are now on 4G, compared
with 90.3% in the prior period. 5G is
operational across six countries, with
1,034 sites deployed.
In Q4’24, data usage per customer increased
to 5.7 GB per customer per month (from
4.6 GB in the prior period). In the full year
ended 31 March 2024, data revenue
contributed to 40% of total mobile services
revenue, up from 37.8% in the prior period.
EBITDA was $2,115m, declined 9.5% in
reported currency and up by 18.8% in
constant currency. The EBITDA margin
declined by 73bps to 48.8%, a decline of
26bps in constant currency.
Operating free cash flow was $1,422m,
up by 30.9% in constant currency, due to
the increased EBITDA.
Nigeria
–
mobile services
Growing our customer
base despite turbulent
times
Other market participants
MTN
Globacom
9 Mobile
MAFAB Communication
Business review
continued
Summarised statement of operations
Description
Unit of
measure
Year ended
Reported
currency
change
Constant
currency
change
Mar-24
Mar-23
Revenue
$m
1,503
2,128
(29.4%)
25.8%
Voice revenue
1
$m
711
1,053
(32.5%)
19.6%
Data revenue
$m
654
884
(25.9%)
32.1%
Other revenue
2
$m
138
191
(27.9%)
30.6%
EBITDA
$m
811
1,101
(26.3%)
30.9%
EBITDA margin
%
54.0%
51.7%
226 bps
209 bps
Depreciation and amortisation
$m
(264)
(344)
(23.3%)
38.2%
Operating profit
$m
509
721
(29.4%)
25.4%
Capex
$m
252
293
(13.9%)
(13.9%)
Operating free cash flow
$m
559
808
(30.8%)
68.6%
Operating KPIs
Total customer base
million
50.9
48.4
5.3%
Data customer base
million
27.4
23.8
14.9%
Mobile services ARPU
$
2.5
3.8
(33.2%)
19.0%
1
Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2024 and in the prior
period. Excluding inter-segment revenue, voice revenue was $710m in year ended 31 March 2024 and
$1,052m in the prior period.
2
Other revenue includes inter-segment revenue of $2m in the year ended 31 March 2024 and in the prior
period. Excluding inter-segment revenue, other revenue was $136m in year ended 31 March 2024 and
$189m in the prior period.
Growth % in constant currency
Revenue
$1,503m
EBITDA
$811m
Operating profit
$509m
ARPU
$2.5
Constant currency
25.8%
Reported currency
(29.4%)
Constant currency
30.9%
Reported currency
(26.3%)
Constant currency
25.4%
Reported currency
(29.4%)
Constant currency
19.0%
Reported currency
(33.2%)
Revenue ($m)
FY’24
FY’23
1,503
25.8%
20.3%
2,128
EBITDA ($m)
FY’24
FY’23
811
54.0%*
51.7%*
1,101
Revenue split
Others
9%
Voice
47%
Data
44%
* EBITDA margin %
Operating in Nigeria is a unique
growth opportunity for us – and
our work to improve our service
and support customers in
difficult times has helped us
grow our customer base in a
highly competitive environment.
Carl Cruz
Managing director and CEO
Airtel Nigeria
38
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
39
Airtel Africa plc
Annual Report and Accounts 2024
Overview
Nigeria is our largest single country market –
and one of our most exciting. The population
is young with 70% of people under 30, and
mobile penetration is still growing – as is the
appetite for fast, affordable data and reliable
mobile services. We see a bright digital future
ahead, and we’re continuing to reach more
customers through our reliable 4G network
and our 235 operational 5G sites.
Our customers, like most people in Nigeria,
have experienced a turbulent year
economically. We describe the significant
impact of devaluation and inflation on our
own financial performance below, but we
have also worked hard to retain and win
customers by improving their experience of
our services at a time when cost-of-living
pressures have been very strong. We
improved the reliability of our services
through increased radio network availability
(RNA) and focused on specific user
experience metrics such as better buffering
for video users. At the same time, we placed
a keen focus on refining our distribution
network to achieve growth in our customer
base in both rural and urban settings – our
customer base grew by 5.3%, in a year in
which the Nigerian market has become even
more competitive.
For mobile-first customers who need data,
affordable smartphones are a necessity –
so we were pleased with the progress of our
partnership with smartphone-maker ITEL
which launched its 4G A60 and 5G P55
smartphone models with an Airtel SIM card
installed as part of an exclusive deal with
Airtel Nigeria. We also made progress in
implementing government KYC directives:
these now require the full barring of all
MSISDNs (Mobile Station International
Subscriber Directory Numbers) without
National Identification Numbers (NIN), as
well as verification of all NINs used for SIM
registration against the national database.
All relevant directives have been, and will be,
complied with and we continue to engage
with the relevant authorities to accelerate
the verification process to minimise the risk
of service disruption to our customers.
Over the period, there were several structural
changes in the FX market in Nigeria which
contributed to a significant devaluation of
the naira (from NGN461 per US dollar to
NGN1,303 on 31 March 2024). This had a
material impact on our reported currency
revenue, EBITDA and finance costs during
the period.
For further information about the financial
impact of the devaluation, see our financial
review on
page 50
For further information about the opportunity
in Nigeria, see our market environment section
on
pages 18-19
Our performance
Revenue grew by 25.8% in constant currency,
with growth accelerating to 34.1% in Q4’24,
largely driven by strong data demand. In
reported currency, revenues declined by
29.4% to $1,503m on account of the 97.1%
average devaluation of the Nigerian naira.
The constant currency revenue growth was
driven by both customer base growth of 5.3%
and ARPU growth of 19%. Q4’24 reported
currency revenues declined by 51% reflecting
the impact of Nigerian naira devaluation
during the period.
Voice revenue grew by 19.6% in constant
currency, driven by both customer base
growth of 5.3% and voice ARPU growth
of 13.2%.
Data revenue grew by 32.1% in constant
currency, as a function of both data
customer and data ARPU growth of 14.9%
and 14%, respectively. Data usage per
customer increased by 25.4% to 6.3 GB
per month (from 5 GB in the prior period).
Our continued 4G network rollout has
resulted in nearly 100% of all our sites
delivering 4G services. Furthermore,
235 5G sites are now operational.
Other revenues grew by 30.6% in constant
currency, contributed by growth in messaging
and value-added services coupled with
32.8% growth in leased line revenue.
EBITDA was $811m, declined by 26.3% in
reported currency, but increased by 30.9%
in constant currency. The EBITDA margin
increased by 226 bps to 54%. During the
period, there was a one-time opex benefit
of $7m on account of VAT refunds on tower
rentals. Excluding this benefit, the FY’24
EBITDA margin would have increased by
180 bps. The increase in EBIDTA margin
was primarily due to the growth in constant
currency revenues, supported by continued
cost efficiencies. The Q4’24 EBITDA margin
of 52.2% – below the FY’24 EBITDA margin
of 54% – reflects the recent increase in
diesel costs. Diesel prices have increased
significantly in Q4’24, but remain volatile.
If current levels persist, the full impact will
be reflected in future EBITDA margins.
Operating free cash flow was $559m, up by
68.6% in constant currency, largely due to
the strong EBITDA growth and lower capex
in the current period.
Transforming lives
spotlight
Connecting more underserved
communities through network
expansion
In an underpenetrated market such
as Nigeria, creating reliable, affordable
connections is key – especially, in
under-served rural areas.
We rolled out 444 sites to accelerate
connectivity in the Northern Nigeria
region, an area that is still relatively
under-connected, meaning that 35%
of our network of around 15,000 sites
across Nigeria are now in the Northern
states. Country-wide, we now cover
more than 83% of the population, and
28% of our sites are in rural areas
– bringing digital and financial inclusion
to communities where they live, often
for the first time.
We plan to go further, agreeing an
expansion of our coverage through a
five-year plan with a tower company
partner for more tower tenancies and
co-tenancies and additional 5G access.
In line with our sustainability strategy
and our partner’s carbon reduction
roadmap, the expansion plan includes
measures to reduce the environmental
footprint of our sites.
40
Airtel Africa plc
Annual Report and Accounts 2024
East Africa
–
mobile services
Focusing on connection: for
customers, communities
and our business
Business review
continued
Revenue
$1,622m
EBITDA
$788m
Operating profit
$452m
ARPU
$2.0
Constant currency
21.5%
Reported currency
7.5%
Constant currency
17.1%
Reported currency
4.3%
Constant currency
11.9%
Reported currency
(1.5%)
Constant currency
9.7%
Reported currency
(2.9%)
Summarised statement of operations
1
Description
Unit of
measure
Year ended
Reported
currency
change
Constant
currency
change
Mar-24
Mar-23
Revenue
$m
1,622
1,508
7.5%
21.5%
Voice revenue
2
$m
851
836
1.8%
14.8%
Data revenue
$m
621
537
15.5%
31.0%
Other revenue
3
$m
150
135
10.6%
26.1%
EBITDA
$m
788
755
4.3%
17.1%
EBITDA margin
%
48.6%
50.1%
(151) bps
(182) bps
Depreciation and amortisation
$m
(287)
(260)
10.6%
23.3%
Operating profit
$m
452
459
(1.5%)
11.9%
Capex
$m
284
256
10.9%
10.9%
Operating free cash flow
$m
504
499
0.9%
20.6%
Operating KPIs
Total customer base
million
69.4
62.7
10.7%
Data customer base
million
26.6
21.9
21.5%
Mobile services ARPU
$
2.0
2.1
(2.9%)
9.7%
1
The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia.
2
Voice revenue includes inter-segment revenue of $1m in the year ended 31 March 2024 and in the prior
period. Excluding inter-segment revenue, voice revenue was $850m in year ended 31 March 2024 and
$835m in the prior period.
3
Other revenue includes inter-segment revenue of $12m in the year ended 31 March 2024 and $11m in the
prior period. Excluding inter-segment revenue, other revenue was $138m in year ended 31 March 2024
and $124m in the prior period.
Growth % in constant currency
Revenue ($m)
FY’24
FY’23
1,622
21.5%
13.4%
1,508
EBITDA ($m)
FY’24
FY’23
788
48.6%*
50.1%*
755
Revenue split
Others
9%
Voice
53%
Data
38%
* EBITDA margin %
Connectivity is at the heart of
all Airtel Africa’s activity – both
social and commercial. We’re
continually working towards
bridging the digital divide
by expanding our network,
increasing the availability of our
services and making it simple
and intuitive for our customers
to use our products.
Apoorva Mehrotra
Regional director
East Africa
Other market participants
Kenya – Safaricom and Telkom
Malawi – TNM
Rwanda – MTN
Tanzania – Vodacom, Tigo, Halotel and TTCL
Uganda – MTN, UTL and Lyca
Zambia – MTN and Zamtel
STRATEGIC REPORT
41
Airtel Africa plc
Annual Report and Accounts 2024
Overview
Steady GDP growth of over 5% means
that our six markets in East Africa are
some of the strongest economies in Africa.
Notwithstanding some disruption from
devaluation and inflation this year, the
region’s relatively young population of
227 million people retain their appetite for
the financial and digital opportunities our
services can unlock.
We aim to transform lives in our markets by
connecting customers, their communities,
and our business. One of our values at Airtel
Africa is ‘Alive’: for us that means constantly
seeking reliable connectivity and improved
user experience for our customers. This
year that has translated into improving our
network coverage to 91.0%, rolling out 1,752
new 4G sites and adding over 2,600 km of
fibre. We have acquired additional spectrum
in our markets and launched 5G, VoLTE and
eSIM services to appeal to all customer
profiles. That has helped boost usage
increases in voice, data, and our home
broadband business, as we describe below.
Like all telecom operators, we need to make
sure we stay compliant with local regulatory
requirements, which constantly evolve.
This year we saw developments in KYC
requirements in Rwanda, Tanzania and
Uganda as described on pages 20-21, which
have slowed customer acquisitions, and
which we continue to work through. At the
same time, we have enjoyed the support of
governments in approving infrastructure
improvements – for example, agreeing a
memorandum of understanding with the
Tanzanian government that enables the
extension of fibre cable networks, and
expanding our network in partnership
with the government-led Universal
Communications Service Access Fund
(UCSAF). The year also saw the approval of
our submarine cable licence in Kenya, and
the launch of 5G in Zambia and Tanzania.
In Rwanda, we worked with the government
on ConnectRwanda 2.0, a transformative
initiative that aims to put affordable, high-
speed 4G LTE smartphones in the hands of
one million Rwandans by the end of 2024 –
an initiative generously supported by Netflix
chairman and co-founder, Reed Hastings.
For more information about this initiative,
see our sustainability strategy on page 56.
This year also provided a reminder of the
importance of Airtel Africa’s commitment to
reducing carbon emissions, and the urgency
of the global effort on climate action. Many
of our customers and neighbours work in
agriculture, which has been seriously affected
by extreme weather events, including severe
floods in Malawi and Zambia. Flooding also
had an impact on our field teams’ ability to
supply retailers in Kenya, Tanzania, Rwanda
and Uganda. We continue to put mitigation
plans in place to support customers,
employees and our distribution network.
For more information about how we manage
our risks, see
pages 72-79
Our performance
East Africa revenue grew by 7.5% in reported
currency to $1,622m, and by 21.5% in
constant currency. The constant currency
growth was made up of voice revenue
growth of 14.8%, data revenue growth of
31% and other revenue growth of 26.1%.
The differential in growth rates is primarily
explained by the average devaluation in the
Zambian kwacha (25.1%), Malawi kwacha
(32.6%) and Kenya shilling (20.4%).
Voice revenue grew by 14.8% in constant
currency, driven by both customer base
growth of 10.7% and voice ARPU growth of
3.6%. The customer base growth was largely
driven by the expansion of both our network
coverage and our distribution network.
Voice ARPU growth of 3.6% was supported
by an increase in voice usage per customer of
6% to 407 minutes per customer per month,
partially offset by the interconnect rate
reduction in Tanzania and Rwanda.
Data revenue grew by 31% in constant
currency, largely driven by data customer
base growth of 21.5% and data ARPU
growth of 4.2%. Our continued investment
in the network and expansion of 4G network
infrastructure helped us grow both the data
customer base and usage levels. 96.4% of
our East Africa network sites are now on 4G,
compared with 90.4% in the prior period.
Furthermore, we have 799 5G sites in Kenya,
Tanzania, Uganda and Zambia. In Q4’24, total
data usage per customer increased to 5.1 GB
per customer per month, up by 20.1%.
EBITDA increased to $788m, up by 4.3%
in reported currency and up by 17.1% in
constant currency. EBITDA margin at 48.6%,
declined by 151 bps, primarily impacted by
rising fuel prices in several key markets, with
the biggest impact being witnessed in Q4’24.
Operating free cash flow was $504m, up by
20.6% in constant currency, due largely
to EBITDA growth, partially offset by
increased capex.
Transforming lives
spotlight
Airtel Kenya – serving more data
customers than ever
Winning with data is critical to success
in East Africa – and our Kenya market
is showing how a strong network and
dedicated distribution teams can
meet customers’ powerful appetite
for connection.
Our data customer base in Kenya has
now grown to 8.4 million. Smartphone
penetration has been key, enabling
more customers to take advantage
of the investments we’ve made in
spectrum and network across the
country, including 5G capacity, which
serves the growing home broadband
market. And by constantly improving
how our distribution teams work,
including through the adoption of digital
tools and focusing on affordability,
we achieved 1.9 million net customer
additions in 2023/24 – that’s 2.5 times
as many as in 2022/23, and more
than five times the number of new
customers we added in 2021/22.
Listening to our customers
is a cornerstone of our
business. Everyone wins
together.
Ashish Malhotra
Managing director, Airtel Kenya
42
Airtel Africa plc
Annual Report and Accounts 2024
Francophone Africa
–
mobile services
A mobile-first market
where data is driving
growth
Business review
continued
Revenue
$1,213m
EBITDA
$512m
Operating profit
$255m
ARPU
$3.3
Constant currency
9.2%
Reported currency
11.3%
Constant currency
4.7%
Reported currency
6.9%
Constant currency
(2.0%)
Reported currency
0.0%
Constant currency
(2.4%)
Reported currency
(0.6%)
Summarised statement of operations
1
Description
Unit of
measure
Year ended
Reported
currency
change
Constant
currency
change
Mar-24
Mar-23
Revenue
$m
1,213
1,090
11.3%
9.2%
Voice revenue
2
$m
622
607
2.4%
0.4%
Data revenue
$m
459
366
25.4%
22.9%
Other revenue
3
$m
132
117
13.5%
12.3%
EBITDA
$m
512
480
6.9%
4.7%
EBITDA margin
%
42.2%
44.0%
(176) bps
(182) bps
Depreciation and amortisation
$m
(209)
(190)
10.4%
8.3%
Operating profit
$m
255
255
0.0%
(2.0%)
Capex
$m
157
151
3.9%
3.9%
Operating free cash flow
$m
355
328
8.2%
5.1%
Operating KPIs
Total customer base
million
32.3
28.9
11.8%
Data customer base
million
10.4
8.9
16.0%
Mobile services ARPU
$
3.3
3.3
(0.6%)
(2.4%)
1
The Francophone Africa business region includes Chad, Democratic Republic of the Congo, Gabon,
Madagascar, Niger, Republic of the Congo and the Seychelles.
2
Voice revenue includes inter-segment revenue of $3m in the year ended 31 March 2024 and in the prior
period. Excluding inter-segment revenue, voice revenue was $619m in year ended 31 March 2024 and
$604m in the prior period.
3
Other revenue includes inter-segment revenue of $3m in the year ended 31 March 2024 and in the prior
period. Excluding inter-segment revenue, other revenue was $129m in year ended 31 March 2024 and
$114m in the prior period.
Growth % in constant currency
Revenue ($m)
FY’24
FY’23
1,213
9.2%
11.9%
1,090
EBITDA ($m)
FY’24
FY’23
512
42.2%*
44.0%*
480
Revenue split
Others
11%
Voice
51%
Data
38%
* EBITDA margin %
Our efforts to deliver
exceptional services and drive
digital transformation have
brought us solid customer
and revenue growth, despite
political and economic
headwinds. We look forward
to continuing our journey of
growth and innovation, as well
as empowering communities
in all the markets we serve.
Anwar Soussa
Regional director
Francophone Africa
Other market participants
Chad – Maroc, Sotel
The DRC – Vodacom, Orange and Africell
Gabon – Moov (Maroc Telecom)
Madagascar – Orange and Telma
Niger – Zamani, Moov (Maroc Telecom) and
Niger Telecom
Republic of the Congo – MTN
The Seychelles – Cable & Wireless
and Intelvision
STRATEGIC REPORT
43
Airtel Africa plc
Annual Report and Accounts 2024
Overview
The seven countries in our Francophone
Africa segment are home to more than 187
million people, most of whom reach for mobile
services as the first – and often only – way to
connect with each other, their communities,
and the wider economy. By supporting and
growing our customer base, we have been
able to grow revenue this year despite a
challenging operating environment.
Conditions have been difficult for customers
facing economic or political disruption,
including currency devaluation in the DRC
and changes in government in Chad, Gabon
and Niger – and at times for our teams, who
have wrestled supply chain issues, currency
shortages and a volatile market. But as we set
out below, we have delivered an expanded
network, increased data capacity and great
customer service. At the same time, we’ve
been able to deliver on our purpose as a
business that transforms lives, including
through our work with UNICEF in Gabon,
our support of displaced persons in the
DRC and the expansion of digital inclusion
in Madagascar, enabled by our network
extension.
What is clear across Francophone Africa is
that there is huge demand for data, voice
and mobile money services; usage across
all segments continued to grow this year,
and data usage in particular is growing fast.
We’ve welcomed 1.4 million new data
customers, and grown our overall customer
base by 11.8%, bringing digital and telecoms
inclusion to more people and communities,
and providing essential services to more
customers than ever.
Our performance
Revenue grew by 11.3% in reported currency
and by 9.2% in constant currency. Higher
reported currency growth as compared to
constant currency is due to the appreciation
in the Central African franc by 4.1%,
partially offset by a 6.6% devaluation in
the Madagascar ariary.
Voice revenue grew by 0.4% in constant
currency, as customer base growth of 11.8%
was partially offset by a decline in voice ARPU.
Voice ARPU was negatively impacted by
interconnect rate reduction in the Republic
of the Congo and Niger while the customer
base growth was driven by expansion of
both network coverage and distribution
infrastructure.
Data revenue grew by 22.9% in constant
currency, supported by customer base
growth of 16%. Increased data usage across
the network supported ARPU growth of 2.9%.
Our continued 4G network rollout supported
an increase in total data usage of 49.1%.
Data usage per customer increased by
24.8% while Q4’24 data usage per customer
increased to 4.6 GB per month (up from
3.8 GB in the prior period).
EBITDA at $512m, increased by 6.9% and
4.7% in reported and constant currency,
respectively. The EBITDA margin declined to
42.2%, a decline of 182 bps in constant
currency. The EBITDA margin decline was
mainly due one-time opex benefit of $19m
in the prior period. The EBITDA margin in
Q4’24 was impacted by an increase in fixed
frequency fees in a key market combined with
a slowdown in revenue growth in key markets.
Operating free cash flow was $355m,
increased by 5.1% in constant currency,
due to the increased EBITDA, partially offset
by increased capex.
Transforming lives
spotlight
Bringing submarine connections
to a landlocked market – Niger
In uncertain times, people need mobile
connectivity and data more than ever.
Political unrest unsettled the operating
environment in Niger this year, but we
were able to adapt and adjust our
strategy to ensure that we continued to
deliver essential services while growing
our customer base and revenues.
Niger has no sea coast of its own –
limiting access to the network of
submarine cables that can transform
fibre connectivity. We pressed ahead
with connecting Niger overland to
submarine cable landings in
neighbouring countries, while upgrading
fibre within Niger’s borders. This was
part of our upgrade of capacity in Niger
that continued in 2023/24, which has
brought 68% of sites onto our 4G
network. Combined with attractive
bundle offers that helped boost
smartphone penetration, and our focus
on business and service continuity, we
grew our data customer base and saw
data revenues increase by 30%.
This growth was supported by our
continuing focus on distribution.
We increased the number of recharge
and activating outlets substantially
over the year, reaching more customers
than ever and growing our base by over
10%. This helps us continue to play an
important role in connecting people
across Niger to each other, and to the
financial and digital economies.
For a landlocked country
such as Niger, connectivity
and digital inclusion are
critical to our customers
and communities as well as
to the sustainable growth
of the economy.
Abdellatif Bouziani
Managing director, Airtel Niger
Business review
continued
Mobile money
Expanding financial
inclusion and becoming
the currency of choice
Mobile money is fast becoming
the currency of choice in many
markets, driving financial
inclusion and digitising cash
economies. Our Airtel Money
platform connects 38 million
customers to a rich ecosystem
that enables transfers,
payments, collections,
disbursements and financial
services.
Ian Ferrao
CEO
Airtel Money
Revenue
$837m
EBITDA
$436m
Operating profit
$405m
ARPU
$2.0
Constant currency
32.8%
Reported currency
21.1%
Constant currency
39.0%
Reported currency
26.8%
Constant currency
39.5%
Reported currency
27.6%
Constant currency
8.6%
Reported currency
(0.9%)
Summarised statement of operations
Description
Unit of
measure
Year ended
Reported
currency
change
Constant
currency
change
Mar-24
Mar-23
Revenue
1
$m
837
692
21.1%
32.8%
Nigeria
$m
2
0
–
–
East Africa
$m
635
531
19.8%
36.0%
Francophone Africa
$m
200
161
24.3%
22.3%
EBITDA
$m
436
344
26.8%
39.0%
EBITDA margin
%
52.1%
49.8%
236 bps
234 bps
Depreciation and amortisation
$m
(18)
(17)
6.0%
22.7%
Operating profit
$m
405
318
27.6%
39.5%
Capex
$m
27
33
(19.5%)
(19.5%)
Operating free cash flow
$m
409
311
31.6%
45.6%
Operating KPIs
Mobile money customer base
million
38.0
31.5
20.7%
Transaction value
$bn
112.3
88.6
26.8%
38.2%
Mobile money ARPU
$
2.0
2.0
(0.9%)
8.6%
1
Mobile money service revenue post inter-segment eliminations with mobile services was $649m in the
year ended 31 March 2024 and $540m in the prior year.
Growth % in constant currency
Revenue ($m)
FY’24
FY’23
837
32.8%
29.6%
692
EBITDA ($m)
FY’24
FY’23
436
52.1%*
49.8%*
344
* EBITDA margin %
S
u
p
p
o
r
t
e
d
b
y
r
e
g
u
l
a
t
o
r
y
,
c
o
m
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l
i
a
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e
a
n
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s
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e
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O
u
r
p
e
o
p
l
e
a
n
d
c
u
l
t
u
r
e
Airtel Money strategy
Expand
ecosystem
Acquire
quality
customer
Extend
merchant
network
Build
enterprise
payments
Build
distribution
network
Drive
app usage
and customer
experience
Technology
44
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Overview
Sub-Saharan Africa has led the world in the
adoption of mobile money, which is becoming
the currency of choice in many of our markets,
and the region continues to outperform global
averages when it comes to key metrics such
as transaction volume growth and new
accounts. The digitalisation of formerly
cash-based economies is bringing a wide
range of benefits to societies and economies
– especially to the many people who were
previously unbanked and are now
empowered by their connection to the
financial services ecosystem.
Airtel Money is playing an important part in
this transformation, helping individuals and
businesses of all sizes take advantage of the
opportunities presented by mobile money,
and continuing to refine and expand our
products and services, which include mobile
wallet deposits and withdrawals, merchant
payments, enterprise disbursements,
international money transfers, and loans
and savings.
As we describe below, we’ve seen excellent
results in 2023/24, with 20.7% growth in our
customer base, 38.2% growth in transaction
value in constant currency and 32.8% growth
in constant currency revenues. Distribution
remains a key element of our strategy – our
exclusive distribution infrastructure expanded
by 37% – allowing us to scale up our
customer base, which is also fuelled by our
ability to recruit existing mobile services
customers to mobile money products. In a
year when several markets saw challenges
around currency devaluations and inflation,
this focus on customer recruitment and
increased use cases was essential to
continuing our track record of growth.
There were a number of highlights in the year.
‘P2P’ or person-to-person payments grew
by 50%, and international money transfers
increased by 40%, helped by our work
to expand the receiving corridors for
remittances to support partner remittance
businesses in using Airtel Money wallets,
including Ria and Remitly, which we agreed
partnerships with this year. Our microloans
services also grew strongly, with more eligible
customers and higher loan values.
Our performance
Mobile money revenue grew by 21.1% in
reported currency, with constant currency
growth of 32.8%. The differential in growth
rates is primarily as the result of an average
devaluation in Zambian kwacha (25.1%)
and Malawi kwacha (32.6%), partially offset
by appreciation in the Central African franc
(4.1%). The constant currency mobile money
revenue growth was driven by revenue
growth in both East Africa and Francophone
Africa of 36.0% and 22.3%, respectively. In
Nigeria, the company remains focused on
customer acquisition, with 1.5 million active
customers registered for mobile money
services in Nigeria at the end of March 2024.
Additionally, we added approximately
153,000 agents during the year, reaching
almost 205,000 agents as of 31 March 2024.
The constant currency revenue growth of
32.8% was driven by both customer base
growth of 20.7% and mobile money ARPU
growth of 8.6%. The expansion of our
distribution network, particularly our exclusive
channels of Airtel Money branches and
kiosks, supported customer base growth of
20.7%. The mobile money ARPU growth of
8.6% was driven by transaction value per
customer growth of 13.1% in constant
currency, to $262 per customer per month.
Annualised transaction value amounted to
$112bn in reported currency, with mobile
money revenue contributing 16.8% of total
Group revenue during the full year period
ended 31 March 2024.
EBITDA was $436m, up by 26.8% and
39.0% in reported and constant currency,
respectively. The EBITDA margin reached
52.1%, an improvement of 234 basis points
in constant currency and 236 basis points
in reported currency, driven by continued
operating leverage.
Transforming lives
spotlight
Partnering with Mastercard to
connect subscribers across
the world
In August 2023, we announced
the launch of a new cross-border
remittance service in partnership with
Mastercard, which will enable Airtel
subscribers across all our 14 markets
to send and receive money safely
and quickly. Mastercard cross-border
services provides a single and secure
point of access, allowing our subscribers
to arrange transfers with mobile money
wallets in more than 145 countries.
Winning with mobile money
in Malawi
Including more people in the financial
services ecosystem – and giving them
more accessible, affordable ways to
use those services – is at the heart of
winning with mobile money. In Malawi,
Airtel Money is the market leader in this
segment, relied on by government
agencies and NGOs as well as millions
of individuals and businesses – and our
performance in 2023/24 continued to
go from strength to strength.
A sharp increase of 31% in the number
of Airtel Money agents in Malawi this
year was combined with a strong
marketing and visibility campaign, which
included highlighting the convenience
and speed of recharges and the way
remittances can be received directly
into Airtel Money wallets.
We grew our customer base in Malawi
by 19% to 4.7 million in 2023/24, with
Airtel Money recharges also growing
fast, supporting an overall increase
in revenues of 57% year on year in
constant currency terms.
45
Airtel Africa plc
Annual Report and Accounts 2024
Reimagining business for
a digitalised world.
46
Airtel Africa plc
Annual Report and Accounts 2024
Airtel Business, including data centres
We want to unlock the
potential of Africa’s
businesses by fostering an
exceptional digital ecosystem
through state-of-the-art
infrastructure. Our mission
is clear: winning business
customers for life by
delivering an unparalleled
experience.
Oliver Fortuin
CEO
Airtel Business
Unlocking the potential of businesses will be
key to the growth of the economies where
we operate – and Airtel Business provides
organisations of all sizes with the compute,
connectivity and collaboration solutions
they need to be part of a successful digital
economy.
Cloud adoption, quote-to-cash systems and
other digitalisation trends are transforming
the way business is done, and 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). That is underpinned
by our business ICT support, including
conferencing and collaboration services,
cloud and data centre co-location services,
and Airtel Money services. Furthermore, we
can provide data sovereignty through our
in-country data centres.
Transformative progress on
data centres, fibre and support
for businesses
This year we made significant progress.
Alongside the transformative launch of our
new data centre business, Nxtra by Airtel (see
on the right), we launched our Telesonic offer,
which leverages Airtel Africa’s 75,400+ km of
terrestrial fibre cable assets and access to 12
submarine cables, including the 2Africa cable,
to support data centres and other users who
need high-speed internet or 5G coverage.
Telesonic has now connected Africa overland
– a breakthrough project that links Mombasa
in Kenya with Muanda in the DRC and will
significantly improve communications for
customers in the DRC, Kenya, Rwanda
and Uganda.
We also saw significant growth in our
enterprise business, which is particularly
targeted at the region’s small and medium-
sized businesses, building our fibre or fixed
wireless access sales through attractive
packages and partnerships that enable
bulk messaging services (SMS) and
mobile-to-mobile (M2M) services.
By supporting our customers, we support
opportunities for the people and businesses
around us, while also creating value for Airtel
Africa: this year, Airtel Business saw over 3x
increase in fixed data connections, and our
annual revenue grew by 34%.
214%
increase in fixed data connections
34%
annual revenue growth
Transforming lives
spotlight
Nxtra by Airtel: accelerating
Africa’s digital transition
Trusted and sustainable data centres
are at the heart of a flourishing digital
economy – and key to meeting the
hunger for data in our markets. In
December 2023, we launched Nxtra by
Airtel, our new data centre business,
which will build one of the largest
networks of high-capacity data
centres in Africa. Coupled with our
extensive fibre footprint, Nxtra will offer
secure integrated data solutions to
international businesses, large African
enterprises, start-ups, SMEs and
governments.
With a first centre now under
construction in Lagos, Nigeria, Nxtra
will expand to centres in major cities
across our markets, boosting digital
speeds and capacities and meeting
data security and sovereignty
requirements while enabling more
local cloud services.
The Lagos centre will plan 34MW of
total power and is expected to be live
in mid-2025 – another big step on a
journey to unlock our markets’ digital
potential and empower Africa’s
tech entrepreneurs.
STRATEGIC REPORT
47
Airtel Africa plc
Annual Report and Accounts 2024
Driving value creation by pioneering
digital solutions, enhancing user
experiences and boosting efficiency
across our markets.
Digitalisation is a theme that connects
every pillar of our ‘Win with’ strategy –
and Digital Labs plays an important role
in making sure we deliver the innovation
and efficiency that will help drive Airtel
Africa’s growth.
In Digital Labs, we develop and deliver
technology platforms and digital products
that the wider business can deploy to
enhance customers’ experiences, drive
financial inclusion, and improve our
processes. We work with voice and
mobile services, Airtel Money and Airtel
Business, and focus on digital consumer
products, enterprise product engineering,
fintech platforms, telco platforms and
data analytics.
This year saw a number of projects
delivered across the business.
In Nigeria, we helped develop a complete
application suite to support our mobile
money rollout, featuring a consumer app,
a sales app for onboarding our SmartCash
agents, a retailer app that the agents
use to enrol customers and conduct
transactions, and a contact centre portal
for our call centres. The suite now supports
492,000 monthly users.
Across all 14 markets we launched a new
sales app, which teams can use to plan
field visits and monitor sales performance
with the aim of driving further sales. And
we also developed e-care, a tool for use by
our Airtel Business customers to improve
their experience of our service and their
ability to self-help on our platforms.
We have built on the success of our retailer
Tribe app, launched in 2022/23, which
began as a tool to assist SIM card sales
and swaps, and has now developed
additional functionality, supporting home
broadband sales in six markets as well as a
range of market-specific functions in other
countries. And in Rwanda, Digital Labs
helped deliver the Airtel products involved
in ConnectRwanda 2.0, a project that
aims to expand access to affordable
smartphones. For more information about
digital inclusion in Rwanda, see page 58.
Our innovative products and
technologies help Airtel Africa
create value while enhancing
customers’ and partners’
experience, driving
efficiencies in our business,
and delivering on our
commitment to digitalisation.
Jacques Barkhuizen
Chief information officer
DIGITAL LABS
africa
Digital Labs
$112.3bn
supported Airtel Money transaction
value
5.1 million
monthly active app customers
Transforming lives
spotlight
Airtel Ads: shaping the
communications landscape
We’re in the business of connecting
people – and in February 2024, we
brought businesses in Nigeria closer
to their customers through the launch
of Airtel Ads, Africa’s first integrated
demand-side platform (DSP), which
helps advertisers and agencies
manage, purchase and optimise
digital ad delivery in real time.
Airtel Ads draws on the strength of our
customer base, reaching consumers
on multiple devices and enabling
advertisers to engage them through
innovative AI technology, supported by
our dedicated marketing team, data
analytics and native language support.
Airtel Ads has the potential to reach a
weekly audience 27 billion impressions.
Self-service channels
help drive growth
The rapid evolution of our digital
self-service channels – MyAirtel and
SmartCash apps – helps customers
simplify their journeys and removes
pain points so that they have a
smoother, more accessible path to
financial inclusion. We’ve drawn on
AI to keep improving the customer
experience, which has helped the apps
enable over $3bn of transactional
value for more than five million monthly
digital active customers in 2023/24 –
a growth of 97% year on year.
48
Airtel Africa plc
Annual Report and Accounts 2024
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 2024
March 2023
Revenue
1
$m
4,979
5,255
(5.3%)
20.9%
Voice revenue
$m
2,179
2,491
(12.5%)
11.9%
Data revenue
$m
1,734
1,787
(3.0%)
29.2%
Mobile money revenue
2
$m
837
692
21.1%
32.8%
Other revenue
$m
417
437
(4.6%)
23.4%
Expenses
$m
(2,572)
(2,694)
(4.5%)
20.9%
EBITDA
3
$m
2,428
2,575
(5.7%)
21.3%
EBITDA margin
%
48.8%
49.0%
(22) bps
14 bps
Depreciation and amortisation
$m
(788)
(818)
(3.6%)
23.3%
Operating profit
$m
1,640
1,757
(6.7%)
20.3%
Other finance cost – net of
finance income
$m
(896)
(723)
24.0%
Finance cost-exceptional items
4
$m
(807)
–
0.0%
Total finance cost
5
$m
(1,703)
(723)
(135.6%)
(Loss)/Profit before tax
$m
(63)
1,034
(106.1%)
Tax
$m
(284)
(445)
(36.1%)
Tax – exceptional items
6
$m
258
161
60.1%
Total tax charge
$m
(26)
(284)
(90.8%)
(Loss)/Profit after tax
$m
(89)
750
(111.9%)
Non-controlling interest
$m
(76)
(87)
(12.7%)
Profit attributable to owners of the
company – before exceptional items
$m
380
512
(25.8%)
(Loss)/Profit attributable to
owners of the company
$m
(165)
663
(124.9%)
EPS – before exceptional items
Cents
10.1
13.6
(25.9%)
Basic EPS
Cents
(4.4)
17.7
(124.9%)
Weighted average number of shares
in Mn
3,751
3,752
(0.0%)
Capex
$m
737
748
(1.4%)
Operating free cash flow
$m
1,691
1,827
(7.4%)
Net cash generated from operating
activities
$m
2,259
2,229
1.4%
Net debts
$m
3,505
3,524
Leverage (net debt to EBITDA)
times
1.4x
1.4x
Return on capital employed
%
23.0%
23.3%
(31) bps
1. Revenue includes intra-segment eliminations of $188m for the year ended 31 March 2024 and $152m for the
prior period.
2. Mobile money revenue post intra-segment eliminations with mobile services were $649m for the year ended
31 March 2024 and $540m for the prior period.
3. EBITDA includes other income of $21m for the year ended 31 March 2024 and $13m for the prior period.
4. Exceptional items of $807m for the year ended 31 March 2024 relate to derivative and foreign exchange losses
following the devaluation of the Nigerian naira ($770m) in June 2023 and three month period ended 31 March
2024 as well as the Malawian kwacha devaluation in November 2023 ($37m), respectively.
5. For more details about finance costs, see the financial review section on pages 51-52.
6. Tax exceptional items of $258m for the year ended 31 March 2024 reflects gain corresponding to exceptional
items of $807m on account of derivative and foreign exchange losses (refer point 4). $161m exceptional tax
gain in the prior period reflects the recognition of deferred tax credit in Kenya, the DRC and Tanzania.
We continue to see sustained
operating momentum with
operating profit up 20.3% in
constant currency despite
macroeconomic headwinds.
A sharp devaluation of the
Nigerian naira during the period
impacted our reported results.
Jaideep Paul
Chief financial officer
Revenue
$4,979m
Constant currency 20.9%
Reported currency (5.3%)
EBITDA
$2,428m
Constant currency 21.3%
Reported currency (5.7%)
Operating profit
$1,640m
Constant currency 20.3%
Reported currency (6.7%)
Capex
$737m
$748m in 2022/23
Basic earnings per share
(4.4) cents
17.7 cents in 2022/23
STRATEGIC REPORT
49
Airtel Africa plc
Annual Report and Accounts 2024
A resilient business able to seize growth opportunities
while managing foreign exchange and macroeconomic
volatility
We continue to see sustained operating momentum, demonstrating
the resilience of our business model and the effective execution of our
strategy across all our regions. Mobile money continues to see very
strong trends with constant currency revenue growth of 32.8%
reflecting continued customer growth and enhancements in the
available products and services across the platform.
Group revenue in constant currency grew by 20.9%, supporting a
21.3% growth in constant currency EBITDA, despite inflationary
pressures from rising fuel prices across a number of markets. However,
currency devaluation had a significant impact on our reported currency
financial performance, with revenues and EBITDA declining 5.3% and
5.7% respectively. The most significant devaluation was in Nigeria, our
largest market, where the naira devalued from NGN461 per US dollar
on 31 March 2023 to NGN1,303 per US dollar on 31 March 2024.
EBITDA margins have been negatively impacted by approximately
70bps because of the reduced Nigerian contribution to Group revenue
and EBITDA following the devaluation.
Despite this backdrop, we were able to continue upstreaming cash from
various OpCos, including Nigeria, where the year saw challenges in the
availability of US dollars. This upstreaming has resulted in a net cash
position at HoldCo, and we are fully geared to repay the US dollar bond
falling due in May 2024. Our strategy to reduce US dollar debt has also
remained on track, with over 83% of OpCo market debt being based in
local currency.
This balance sheet strength gives us the flexibility to continue executing
on the opportunities our markets offer, enabling us to deliver on our
ambitions to bridge the digital divide and drive higher financial inclusion.
Our four main financial objectives broadly remained
the same:
1. Growing our operating profitability
We have delivered high double-digit revenue and EBITDA growth in
constant currency. Despite significant inflationary cost pressures,
particularly fuel price rises in Nigeria and a few other key markets, we
have been able to deliver EBITDA margin resilience by focusing on
operating efficiencies. In particular, we have seen significant progress in
our mobile money segment which saw EBITDA margins rise to 52.1%
during the period. Operating profit during the year grew by 20.3% in
constant currency, similar to the levels reported in the prior period.
2. Investment for future growth and stable return on capital
employed
Around 87% of our capex investment in 2023/24 was directed towards
growth initiatives which are targeted to enhance network capacity,
increase coverage and ensure reliable connectivity. We invested
$737m in capex (excluding licence renewal and spectrum acquisition),
to improve network capacity and quality, and to reinforce a future-ready
network, through 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 also invested $152m in
licence renewal and spectrum acquisition costs, including $127m for
3G licence renewal in Nigeria.
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 remained
largely stable around 23% despite foreign exchange headwinds.
3. Strengthening balance sheet through localisation of
OpCo debt
We continued to localise our OpCo debt, with over 83% of the market
debt now in local currency as of 31 March 2024. We have around
$680m of cash at HoldCo following strong cash flow generation and
upstreaming from key markets. Given this strong cash position, we are
fully geared up to repay the HoldCo debt of $550m which is due for
repayment in May 2024.
Key benefits of localising debt at the OpCo level are protection against
foreign exchange headwinds and mitigation against the unavailability of
foreign currency in the country.
Leverage was 1.4x at the end of the period, same as in the previous
period despite continued investments in our network and significant
currency devaluation in Nigeria which resulted in lower reported
currency EBITDA.
4. Returns to shareholders
Returning cash to shareholders through our progressive dividend policy
remains a key priority. In line with our dividend policy, we paid an interim
dividend of 2.38 cents per share in December 2023. Further, the Board
recommended a final dividend of 3.57 cents per share, making total
dividend of 5.95 cents per share, which is an increase of 9% compared
to the prior year. Additionally, the Board approved a share buy-back
programme of up to $100m, which will take place over a period of up to
12 months. On 1 March 2024, we announced the commencement of
the first tranche of the buy-back up to a maximum of $50m. During
March 2024, the company purchased 7.4 million shares at a total cost
of $9m.
Basic EPS at negative 4.4 cents was impacted by the derivative and
foreign exchange losses in key markets, most significantly in Nigeria and
Malawi. EPS before exceptional items was at 10.1 cents, declined 25.9%
compared to 13.6 cents in the prior period also impacted by derivative
and foreign exchange losses.
Outlook
The growth opportunity that exists across our markets remains
compelling, and we’re well positioned to deliver against this opportunity.
We will continue to focus on margin improvement from the recent levels
as we progress through the year. We will continue to work on mitigation
plans to limit the negative impact of these headwinds, with a particular
focus on seeing sustained high revenue growth as well as driving
operating efficiencies. Furthermore, we will continue to focus on
strengthening our balance sheet through localisation of OpCo debt
and increased returns to shareholders.
During the reporting period, the currencies in a few of the markets
significantly devalued at various stages throughout the year, hence,
the impact of devaluation on reported currency revenue and EBITDA
has not been fully reflected in the results for the period ended
31 March 2024. Consequently, the full impact of last year’s currency
devaluation will be seen in next financial years’ reported revenue
and EBITDA. Furthermore, the full impact on EBITDA margin due
to the reduction in Nigeria contribution to revenue and EBITDA, is
approximately 120bps, out of which 70bps have been factored in
to the current financial year and the remaining balance of 50bps is
expected in t he next financial year.
Our capex outlook (excluding license renewal and spectrum acquisition)
for next year is around $725m to $750m, which includes additional
investment in our data centre and fibre businesses.
Jaideep Paul
Chief financial officer
8 May 2024
50
Airtel Africa plc
Annual Report and Accounts 2024
Chief financial officer’s introduction to the financial review
continued
Performance highlights
Operating key performance indicators (KPIs)
•
Total customer base grew by 9% to 152.7 million, as penetration
of mobile data and mobile money services continue to rise, driving
a 17.8% increase in data customers to 64.4 million and a 20.7%
increase in mobile money customers to 38 million.
•
Constant currency ARPU growth of 10.7% was largely driven by
increased usage across voice, data, and mobile money.
•
Mobile money transaction value increased by 38.2% in constant
currency to reach over $112bn in reported currency.
Financial performance
•
Revenue in constant currency grew by 20.9% while in reported
currency revenue declined by 5.3% to $4,979m reflecting the
impact of currency devaluation in several key markets, most
significantly in Nigeria, our largest market. The Nigerian naira
devalued from NGN461 per US dollar as on 31 March 2023 to
NGN1,303 per US dollar as on 31 March 2024.
•
All segments continue to deliver double-digit constant currency
growth. Across the Group, mobile services revenue grew by
19.4% in constant currency, driven by voice revenue growth
of 11.9% and data revenue growth of 29.2%. Mobile money
revenue grew by 32.8%, driven primarilly by continued strong
growth in East Africa.
•
Constant currency EBITDA increased by 21.3% while reported
currency EBITDA declined by 5.7% due to the impact of currency
devaluation. EBITDA margin was 48.8%, 22bps lower than in the
prior period, primarily due to the impact of rising fuel prices and
inflationary pressures in some of our key markets.
•
Loss after tax was $89m, primarily impacted by significant
foreign exchange headwinds, particularly the $549m exceptional
loss after tax following the Nigerian naira devaluation in June
2023 and three month period ended 31 March 2024 and the
Malawian kwacha devaluation in November 2023.
•
EPS before exceptional items was 10.1 cents, a decline of 25.9%.
Basic EPS at negative 4.4 cents compared to 17.7 cents in the
prior period. Both EPS before exceptional items and basic EPS
were primarily impacted by the significant derivative and foreign
exchange losses during the reporting period.
Capital allocation
•
Capex was broadly flat at $737m, marginally below our guidance
largely due to a deferral in data cetre investments. In addition,
we invested $152m in licence renewal and spectrum acquisition,
including $127m for the 3G licence renewal in Nigeria.
•
Leverage of 1.4x, as of 31 March 2024, was flat from the previous
period. The remaining debt at HoldCo is now $550m, falling due
in May 2024. Cash at HoldCo was around $680m at the end of
the period and the Group is expecting to fully repay the HoldCo
debt when due using this cash.
•
Considering the cash accretion at the HoldCo level, the
current leverage and the consistent strong operating cash
generation, the Board of directors approved a share buy-back
programme of up to $100m which will take place over a period
of up to 12 months. On 1 March 2024, we announced the
commencement of the first tranche of the buy-back up to
a maximum of $50m. During March 2024, the company
purchased 7.4 million shares at a total consideration of $9m.
The Board of directors has recommended a final dividend of
3.57 cents per share, making the total dividend for the financial
year 2023/24 5.95 cents per share.
Impact of Nigerian naira devaluation on financial results
As we operate in 14 markets across Africa, currency headwinds
have often affected our results, but the last year has been
exceptional – particularly in our largest market, Nigeria. In June
2023, the Central Bank of Nigeria (CBN) announced structural
changes to the operations in the Nigerian Foreign Exchange (FX)
market, including the abolishment of segmentation, with all
segments now collapsing into the Investors and Exporters (I&E)
window and the reintroduction of the ‘willing buyer, willing seller’
model at the I&E window. The decision was taken to improve
US dollar liquidity in the market and contribute to a more stable
FX market.
Furthermore, in January 2024, the FMDQ Securities Exchange,
overseeing FX trading in Nigeria, changed its methodology for
calculating the Nigerian naira exchange rate, which led to a further
devaluation. These events, combined with additional headwinds
during the year, contributed to a significant devaluation of the
Nigerian naira over the year from 461 per US dollar to 1,303
per US dollar on 31 March 2024. The availability of US dollars
in Nigeria has improved significantly over the period.
Revenue and EBITDA
Despite constant currency revenue and EBITDA growth in Nigeria
of 25.9% and 30.8% respectively, the Nigerian naira devaluation
had a materially negative impact on reported currency results.
The impact of the Nigerian naira devaluation since March 2023
on reported revenue and EBITDA for the period ending 31 March
2024 was $1,042m and $554m respectively. As the US dollar
appreciation occurred at various stages during the year, revenue
and EBITDA in the reporting period does not reflect the full year
impact. As a result, the next financial year reported currency
results will continue to reflect the currency headwinds experienced
during FY’24.
If the closing exchange rate of 1,303 NGN/USD were to be used to
consolidate the results of the Group for the year ended 31 March
2024, reported revenue would have declined further by $603m
to $4,376m (16.7% YoY decline) as opposed to the 5.3% decline
reported. Similarly, EBITDA would have declined further by $324m
to $2,104m (18.3% YoY decline) as opposed to the 5.7% decline
reported, with an EBITDA margin of 48.1%. EBITDA margins have
been negatively impacted by approximately 70bps over the year
ended 31 March 2024 because of the reduced Nigeria contribution
to Group.
Finance costs and profit after tax
All US dollar-linked liabilities in Nigeria have been translated at the
closing rate of NGN1,303 per US dollar on 31 March 2024, which
led to a $1,070m charge to finance costs under ‘derivatives and
foreign exchange losses’, out of which $770m has been classified
as exceptional. After adjusting for the tax impact, the Nigeria
exceptional devaluation impact on finance costs resulted in $520m
impact on profit after tax.
Nigeria remains our biggest market, fundamental to our overall
strategy across Africa. We discuss the opportunity inherent in the
Nigerian market in the market environment section on pages
38-39. We continue to look at ways to mitigate against currency
volatility on our reported performance by continuing to drive strong
constant currency revenue growth, identifying cost optimisation
initiatives and reducing our exposure to US dollar liabilities.
For more information on currency devaluation sensitivity, see how we
manage our risks (internal controls and compliance) on
pages 72-79
STRATEGIC REPORT
51
Airtel Africa plc
Annual Report and Accounts 2024
Financial review
(Loss)/Profit after tax
Loss after tax at $89m during the year ended 31 March 2024 was
primarily impacted by $549m net of tax impact of the exceptional
derivative and foreign exchange losses. Excluding these exceptional
losses, profit after tax for the year ended 31 March 2024 was $460m.
Basic EPS
Basic EPS at negative 4.4 cents during the year ended 31 March 2024
was impacted by the derivative and foreign exchange losses as
explained above. EPS before exceptional items and derivative and
foreign exchange losses for year ended 31 March 2024 was 18.3 cents
as compared to 20.5 cents in the prior period.
Leverage
Leverage at 1.4x as of 31 March 2024 was flat from the previous year
despite our significant investments and currency devaluation in
several markets which resulted in lower reported currency EBITDA
compared to prior period. The remaining debt at HoldCo is $550m,
falling due in May 2024. Cash at HoldCo was around $680m at the
end of the period, and the Group is expecting to fully repay the HoldCo
debt when due using this cash.
GAAP measures
Revenue
Reported revenue of $4,979m declined by 5.3% in reported currency
and grew by 20.9% in constant currency, driven by both customer
base growth of 9% and ARPU growth of 10.7%. The constant currency
revenue growth was offset by average currency devaluations between
the periods, mainly in the Nigerian naira (97.1%), the Malawian kwacha
(32.6%), the Zambian kwacha (25.1%) and the Kenyan shilling (20.4%),
partially offset by appreciation in the Central African franc (4.1%).
Mobile services revenue grew by 19.4% in constant currency,
supported by growth of 25.8% in Nigeria, 21.5% in East Africa and
9.2% in Francophone Africa, respectively. Mobile money revenue
grew by 32.8% in constant currency, driven by revenue growth of
36.0% in East Africa and 22.3% in Francophone Africa, respectively.
Revenue ($m)
FY’24
FY’23
4,979
(5.3%)
11.5%
5,255
Operating profit
Operating profit in reported currency declined by 6.7% to $1,640m.
This was due to currency headwinds offsetting both strong revenue
growth and continued improvements in operating efficiency across
the Group.
Operating profit ($m)
FY’24
FY’23
1,640
(6.7%)
14.5%
1,757
Revenue
Group revenue in reported currency declined by 5.3%, with constant
currency growth of 20.9%, which accellerated to 23.1% in Q4’24.
Reported currency revenue growth was particularly affected by
significant currency devaluation in Kenya, Malawi, Nigeria and Zambia.
Group mobile services revenue grew by 19.4%, with voice revenue
growth of 11.9% and data revenue growth of 29.2%. In Nigeria,
mobile services revenue increased by 25.8%, while in East Africa it
grew by 21.5% and in Francophone Africa by 9.2%, respectively.
Mobile money revenue grew by 32.8% in constant currency, driven
primarily by continued strong growth in East Africa.
EBITDA
In constant currency, EBITDA increased by 21.3% with EBITDA margin
of 48.8%, up by 14bps. Reported currency EBITDA declined by 5.7%
to $2,428m reflecting the impact of currency devaluation over the
period. Reported currency EBITDA margin remained resilient despite
the operating challenges we faced in many markets. Mobile services
EBITDA increased by 18.8% in constant currency as operating
leverage and cost efficiencies continued to limit the foreign exchange
headwinds and inflationary pressures during the year. Mobile money
EBITDA margin of 52.1% was up 234bps in constant currency,
supporting growth of 39.0%.
Finance costs
Total finance costs for the year ended 31 March 2024 were $1,703m,
primarily impacted by $1,259m of derivative and foreign exchange
losses (reflecting the revaluation impact of US dollar balance sheet
liabilities and derivatives) as a result of currency devaluation across
markets. Finance costs excluding derivative and foreign exchange
losses increased from $385m to $444m in the current period primarily
reflecting increased debt in the operating companies carrying a higher
average interest rate.
Out of $1,259m of derivative and foreign exchange losses, $807m
were classified as exceptional items as per the company’s policy
on exceptional items of which $770m is related to Nigerian naira
devaluation and $37m is related to Malawian kwacha devaluation.
(Loss)/Profit before tax
Loss before tax at $63m during the year ended 31 March 2024 was
largely impacted by the $807m exceptional losses. Excluding these
exceptional losses, profit before tax for the year ended 31 March 2024
was $744m.
Taxation
Total tax charges were $26m as compared to $284m in the prior
period. Total tax charges reflected an exceptional gain of $258m on
account of the Nigerian naira and Malawian kwacha devaluations
during the current period compared with deferred tax credit of
$161m in the prior period, hence a higher exceptional gain of $97m.
Tax charges, excluding exceptional items, were $284m compared to
$445m in the prior period.
Tax charge of $26m during the year ended 31 March 2024, despite
a loss before tax of $63m was due to witholding taxes on dividend
by subsidiaries and change in profit mix between various OpCos.
52
Airtel Africa plc
Annual Report and Accounts 2024
Financial review
Financial review
continued
Description
Unit of measure
Year ended March 2024
Year ended March 2023
Profit before
taxation
Income tax
expense
Tax rate
%
Profit before
taxation
Income tax
expense
Tax rate
%
Reported effective tax rate
$m
(63)
26
(41.1%)
1,034
284
27.4%
Exceptional items (provided below)
$m
807
258
–
161
Reported effective tax rate
(before exceptional items)
$m
744
284
38.3%
1,034
445
43.0%
Adjusted for:
Foreign exchange rate movement
for loss making entity and/or
non-deferred-tax-asset operating
companies and holding companies
$m
57
–
106
–
One-off adjustment and tax on
permanent difference
$m
–
24
5
(1)
Effective tax rate
$m
801
308
38.4%
1,145
444
38.8%
Exceptional items
1. Deferred tax asset recognition
$m
–
–
–
161
2
2. Derivatives and foreign
exchange losses
$m
807
258
1
–
–
Total
$m
807
258
–
161
1
$258m exceptional tax gain in the full year period ended 31 March 2024 is a tax gain corresponding to $807m derivative and foreign exchange losses following the
Nigerian naira and Malawian kwacha devaluations.
2
$161m exceptional tax gain in the full year ended 31 March 2023 is on account of deferred tax credit in Kenya, the Democratic Republic of the Congo and Tanzania.
Total finance costs
Total finance costs for the year ended 31 March 2024 were $1,703m,
an increase of $980m over the prior period. Finance costs were
primarily impacted by $807m of exceptional derivative and foreign
exchange losses arising from Nigerian naira and Malawian kwacha
devaluation during the period.
The Group’s effective interest rate increased to 10.1% compared to
7.7% in the prior period, largely driven by higher local currency debt
at the OpCo level, in line with our strategy to move more debt into
our operating entities.
Taxation
Total tax charges of $26m declined from $284m in the prior period.
This includes an exceptional gain of $258m due to the devaluations
of the Nigerian naira and Malawian kwacha during the reporting
period compared to an exceptional gain of $161m in the prior period
due to deferred tax credit in Kenya, the Democratic Republic of the
Congo and Tanzania. As a result, total tax charges reflected a higher
exceptional gain of $97m in the reporting period. Tax charges,
excluding exceptional items, were $284m compared to $445m in
the prior period. Further, the reported tax charges of $284m is after
netting off one-off tax gain of $30m arising from the reversal of
deferred tax liability due to a reduction of undistributed retained
earnings in Nigeria as an indirect consequence of the impact of
the Nigerian naira devaluation in June 2023. Tax charge (before
exceptional gain and one-off) is lower by $131m against prior period
tax charge mainly on account of decrease in profit in profit making
OpCos by $379m.
(Loss)/Profit after tax
Loss after tax at $89m during the year ended 31 March 2024 was
primarily impacted by $549m net of tax impact of the exceptional
derivative and foreign exchange losses.
Basic EPS
Basic EPS at negative 4.4 cents during the year ended 31 March
2024 was impacted by the derivative and foreign exchange losses
as outlined above.
Net cash generated from operating activities
Net cash generated from operating activities was $2,259m, an
improvement of 1.4% compared to $2,229m in the prior period.
Alternative performance measures
EBITDA
EBITDA of $2,428m declined by 5.7% in reported currency and
increased by 21.3% in constant currency. Growth in constant currency
EBITDA was led by revenue growth and supported by continued
improvements in operating efficiency which limited the impact that
inflationary cost pressures had in several markets. The EBITDA margin
declined by 22bps to 48.8% in reported currency.
Foreign exchange had an adverse impact of $588m on EBITDA as a
result of average currency devaluations, mainly in the Nigerian naira
(97.1%), the Malawi kwacha (32.6%), the Zambian kwacha (25.1%),
and the Kenyan shilling (20.4%), partially offset by appreciation in the
Central African franc (4.1%).
For more information on currency devaluation sensitivity, see the section on
Internal controls and compliance in Managing our risks on
pages 72 to 79
EBITDA ($m)
FY’24
FY’23
2,428
48.8%*
49.0%*
2,575
* EBITDA margin %
Tax
The effective tax rate was 38.4%, compared to 38.8% in the prior
period, largely due to profit mix changes amongst the OpCos.
The effective tax rate is higher than the weighted average statutory
corporate tax rate of approximately 32%, largely due to the profit
mix between various OpCos and withholding taxes on dividends
by subsidiaries.
STRATEGIC REPORT
53
Airtel Africa plc
Annual Report and Accounts 2024
Exceptional items
The exceptional item of $807m is due to the derivative and foreign
exchange losses following the devaluations of the Nigerian naira
in June 2023 and three month period ended 31 March 2024, and
the Malawian kwacha in November 2023. This has resulted in an
exceptional tax gain of $258m compared to an exceptional tax gain
of $161m in the prior period due to deferred tax credit in Kenya, the
Democratic Republic of the Congo and Tanzania.
See note
2.22 of the
financial statetements for more details.
EPS before exceptional items
EPS before exceptional items was at 10.1 cents, declined 25.9% as
compared to 13.6 cents in the prior period primarily impacted by the
significant derivative and foreign exchange losses in the current
reporting period. EPS before exceptional items and derivative and
foreign exchange losses was 18.3 cents as compared to 20.5 cents
in the prior period, lower on account of translation impact due
to devaluation.
Description
$ cents
March 2023 EPS before exceptional items
13.6
Exchange (translation impact)
(7.3)
Operating profit (constant currency)
7.7
Net finance charges
(5.2)
Derivative and foreign exchange losses
(3.0)
Finance charges (excluding derivative and foreign
exchange losses)
(2.2)
Tax
1.2
Others
0.1
March 2024 EPS before exceptional items
10.1
Operating free cash flow
Operating free cash flow of $1,691m declined by 7.4%, as a result of
lower EBITDA during the period, partially offset by lower capex spend
in the reporting period.
Leverage
Leverage at 1.4x as on 31 March 2024 was flat from the previous
year despite our significant investments and currency devaluation in
several markets which resulted in lower reported currency EBITDA as
compared to the prior period. The remaining debt at HoldCo is $550m,
falling due in May 2024. Cash at HoldCo was around $680m at the
end of the reporting period, and the Group is expecting to fully repay
the HoldCo debt when due using this cash.
Leverage
March 2024
March 2023
$m
xLTM
EBITDA
$m
xLTM
EBITDA
OpCo debt:
1,831
0.7x
1,629
0.7x
– Foreign currency
306
0.1x
594
0.3x
– Local currency
1,525
0.6x
1,035
0.4x
Less: cash and cash
equivalent
(288)
(0.1x)
(304)
(0.1x)
OpCo net debt
1,543
0.6x
1,325
0.6x
HoldCo debt:
550
0.2x
550
0.2x
Less: cash and cash
equivalent
(677)
(0.3x)
(398)
(0.2x)
HoldCo net debt
(127)
(0.1x)
152
0.0x
Group net debt
(excl. lease liabilities)
1,416
0.5x
1,477
0.6x
Lease liabilities
2,089
0.9x
2,047
0.8x
Group net debt
(inc. lease liabilities)
3,505
1.4x
3,524
1.4x
Profit after tax ($m)
750
March ’23
reported profit
after tax
March ’24
reported profit
after tax
March ’23
profit after tax
excluding
exceptional items
Operating
profit
Finance
cost
Tax
March ’24
profit after tax
excluding
exceptional items
March ’24
exceptional
items
(161)
March ’23
exceptional
items
589
(173)
460
(89)
(117)
161
(549)
MARCH 2023
MARCH 2024
54
Airtel Africa plc
Annual Report and Accounts 2024
Financial review
continued
Net cash generated from operating activities
Particulars
March 2024
$m
March 2023
$m
Change
$m
EBITDA
2,428
2,575
(147)
Other non-cash items
–
2
(2)
Operating cash flow before
changes in working capital
2,428
2,577
(149)
Change in working capital
175
49
126
Net cash generated from
operations before tax
2,603
2,626
(23)
Income tax paid
(344)
(397)
53
Net cash generated from
operating activities
2,259
2,229
30
Net debt bridge
Particulars
March 2024
$m
March 2023
$m
Net cash generated from
operating activities
2,259
2,229
Cash capex (tangible)
(868)
(779)
Cash capex (intangible)
(161)
(502)
Cash interest
(407)
(371)
Repayment of lease liabilities
(324)
(279)
Dividend paid to non-controlling interests
(59)
(75)
Subtotal (a)
440
223
Dividend to Airtel Africa plc shareholders
(212)
(195)
Proceeds from sale of shares to
non-controlling interests
53
–
Increase in mobile money wallet balance
(207)
(86)
Others
(7)
(94)
Subtotal (b)
(373)
(375)
Addition of lease liabilities
(911)
(776)
Repayment of lease liabilities
324
279
Translation impact on net debt
539
66
Subtotal (c)
(48)
(431)
Net debt (increase)/decrease d= a+b+c
19
(583)
Opening net debt
3,524
2,941
Closing net debt
3,505
3,524
Purchase of intangible assets
Purchase of intangible assets of $161m in the current reporting
period included payment of $127m for renewal of the 2100 MHz
spectrum licence in Nigeria. Purchase of intangible assets of $502m
in the prior period included additional spectrum acquisition payment
of $317m in Nigeria, $123m in East Africa and $42m in Francophone
Africa, respectively.
Dividend paid to shareholders
Final dividend payment of 3.27 cents per ordinary share for year ended
31 March 2023 was paid during the year and an interim dividend
payment of 2.38 cents per ordinary share paid in December 2023.
The dividend payments were 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 3.57 cents per share
for year ended 31 March 2024, amounting to a total dividend of
5.95 cents per share for the current reporting period.
Proceeds from sale of shares to non-controlling interests
(NCI)
Proceeds from sale of shares to NCI is related to issue of 10.89% share
capital to minority shareholders in Airtel Uganda, a subsidiary of Airtel
Africa plc. Refer to note 5 of the consolidated statement of financial
position as set out on page 197 for details.
Translation impact on net debt
Translation impact on net debt primarily represents the reduction in
local currency cash, borrowings and lease liabilities in US dollar terms,
arising from devaluation of local currencies (primarily Nigerian naira)
against the reporting currency, i.e., US dollar. This impact is included in
‘other comprehensive income – foreign currency translation reserve’ in
the consolidated statement of comprehensive income.
Financial information by service
We provide performance data for our mobile voice and data services
and Airtel Money in our business reviews on pages 34 to 47.
Financial information by market
We provide performance data for each of our markets in our business
reviews on pages 34 to 47.
STRATEGIC REPORT
55
Airtel Africa plc
Annual Report and Accounts 2024
Consolidated statement of
financial position
The consolidated statement of financial position is set out on pages
184. 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)
decreased to $2,059m, a decrease of $448m due to depreciation of
$406m and $760m of foreign currency translation reserve arising
from translation of local currency assets into reporting currency, i.e.
US dollar (primarily in Nigeria), partially offset by capital expenditure of
$722m, mainly related to the expansion of our network and IT security.
Right-of-use assets
Right-of-use assets decreased to $1,483m, a decrease of $14m due |
to depreciation of $271m and $557m of foreign currency translation
reserve arising from translation of local currency assets into reporting
currency, i.e., US dollar (primarily in Nigeria), partially offset by $813m
capitalisation of the present value of telecommunication towers taken
on long-term lease.
Other intangible assets
Other intangible assets, including assets under development,
decreased by $483m to $729m. The decrease is primarily related to
$112m of amortisation and $408m of foreign currency translation
reserve arising from translation of local currency assets into reporting
currency, i.e., US dollar (primarily in Nigeria).
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 $121m to $737m.
Total equity and liabilities
Total equity
Total equity decreased to $2,300m, a decrease of $1,508m related
to an other comprehensive loss of $1,173m (largely due to foreign
currency translation reserve arising from translation of local currency
assets and liabilities into reporting currency, i.e., US dollar); $212m
dividend to shareholders of Airtel Africa plc; $89m loss for the period
and $65m dividend to minority shareholders in subsidiaries.
Borrowings
Gross borrowings (including short-term borrowings) increased by
$237m to $4,462m largely due to higher external debt of $201m at
OpCos. Local currency external debt increased by $490m while
foreign currency debt decreased by $289m which is in line with our
strategy to reduce foreign currency debt. Net debt as of 31 March
2024 was $3,505m.
Current liabilities
Current liabilities (excluding borrowings) increased by $31m to
$2,263m, largely due to the increase in mobile money wallet balance
by $140m and derivative instruments by $139m, partially offset by
payment of $127m for the renewal of the 2100 MHz spectrum licence
in Nigeria and foreign currency translation reserve arising from
translation of local currency assets and liabilities into reporting
currency, i.e., US dollar.
Further details of the Group’s liquidity position and going concern
assessment are shown on page 227, Note 31 of the financial
statements.
Dividends
The Board has recommended a final dividend of 3.57 cents per
ordinary share for the year ended 31 March 2024. The proposed final
dividend will be paid on 26 July 2024 to all ordinary shareholders
who are on the register of members at the close of business on
21 June 2024.
We will announce more details in due course. We paid an interim
dividend of 2.38 cents per ordinary share in December 2023.
56
Airtel Africa plc
Annual Report and Accounts 2024
56
Airtel Africa plc Annual Report and Accounts 2024
Transforming
lives across Africa
Our aim is to transform lives across Africa through increased digital
and financial inclusion and access to essential educational resources.
Our sustainability strategy sets out clear operational, social and
environmental goals that help us deliver this vision.
Our sustainability strategy
Scope 1 and 2 emissions
128,503
tCO
2
e
(114,842 in 2022/23)
Total energy consumption
244,458,323
kWh
(192,097,364 in 2022/23)
Population covered by mobile network
80.4%
(79.45% in 2022/23)
Gender balance
28.3%
(26% in 2022/23)
Sustainability KPIs
Embedding positive
impact in our business
growth
Airtel Africa’s sustainability strategy is
integral to the company’s purpose of
transforming lives through digital and
financial inclusion and increased access
to education. To provide stakeholders
with a transparent account of progress,
the company has published a separate
Sustainability Report 2024.
This section offers an overview of our
sustainability strategy, supplemented
by examples throughout the report
showcasing Airtel Africa’s achievements.
This demonstrates how sustainability is
central to its business strategy and
performance. For example, in December
2023, the company celebrated its 150
millionth customer, a testament to success
in promoting digital and financial inclusion
in sub-Saharan Africa. Additionally, this
year the company launched its scope 1, 2,
and 3 decarbonisation strategy, and
maintained its ISO 27001 and ISO 22301
certifications, highlighting its commitment
to world-class data security. It also
introduced a Code of Business Ethics
for partners and suppliers to drive
positive environmental and social
change throughout the value chain.
People – customers, employees, and
communities –are at the heart of Airtel
Africa’s ambition to transform lives. With
a commitment to diversity and inclusion,
it’s initiated ‘Women for Technology’,
fast-tracking women into leadership
roles. Education remains a priority; in
2023/24 the company provided free
internet access to around 1.7 million
schoolchildren through its $57 million
partnership with UNICEF.
The Board and Airtel Africa recognise that
significant progress has been made, but
much remains to be done. I have every
confidence the company will continue to
drive innovative programmes to transform
lives and futures across Africa.
Annika Poutiainen
Non-executive director and Board
sustainability champion
See our Sustainability
Report 2024 published
on
www.airtel.africa
STRATEGIC REPORT
STRATEGIC REPORT
57
Airtel Africa plc
Annual Report and Accounts 2024
Our sustainability strategy framework
57
Airtel Africa plc
Annual Report and Accounts 2024
For more information, see our
Sustainability Report 2024 as
published on
www.airtel.africa
Airtel Africa’s sustainability strategy was launched in 2021, providing us with a framework
through which we can drive social and economic growth for Africa and its people. The
framework is built around four pillars to ensure clarity and focus for implementation. Under
these pillars, we set out goals and commitments to improve the way we operate and drive
the positive impact across our markets.
Statement of commitment
Airtel Africa is driven by a vision to transform
lives across Africa, recognising the continent’s
vast, untapped potential.
Through our network, products and services,
we aim to empower people to embrace
opportunity and achieve their potential.
We’re dedicated to advancing digital inclusion,
financial inclusion and access to education,
acknowledging these as key levers for
change. Understanding the ambition of our
goals, we align with the United Nations
Sustainable Development Goals (SDGs)
to foster collaboration across sectors for
significant, lasting impact. As a signatory
of the United Nations Global Compact, we
commit to its Ten Principles, embedding
responsible business practices in every
operation, guided by our ESG policies
and systems.
Our corporate and sustainability strategies
are closely linked, ensuring our mission to
transform lives is central to every business
decision. We aim to be a catalyst for positive
change, and we’re dedicated to creating a
brighter and more inclusive future for all
of Africa.
Recognising the
important role we play in
environmental protection,
we are committed to
minimising our impact.
Through initiatives aimed
at reducing our GHG
emissions and promoting
a circular economy,
we’re working towards a
greener, more sustainable
future for all.
Our business
Our people
Our community
Our environment
We are committed to
providing sub-Saharan
Africa with safe,
reliable and resilient
telecommunications to
drive economic growth
and development.
Our people are at the
heart of our sustainability
journey. By fostering an
environment of diversity,
inclusion and continuous
learning, we’re not just
investing in our people
– we’re nurturing future
leaders and innovators
who will drive our
business forward.
Our dedication to
supporting communities
is brought to life through
bridging digital and
financial divides, and
enhancing access to
education. Through
strategic partnerships
and programmes, we’re
opening doors to new
possibilities, empowering
individuals and
communities to shape
their own futures.
SDG alignment
SDG alignment
SDG alignment
SDG alignment
Goals
Data security
Service quality
Supply chain
Commitments
Diverse and
inclusive workforce
Training and
development
Healthy and safe
work environment
Employee
engagement
Goals
Digital inclusion
Financial inclusion
Access to
education
Goals
Reduction of
GHG emissions
Environmental
stewardship
58
Airtel Africa plc
Annual Report and Accounts 2024
Digital inclusion
in action
Empowering one million
Rwandans through
our transformational
smartphone programme
Digital inclusion is at the heart of our
sustainability strategy and is one of the
most powerful levers we have to transform
lives and support the communities and
economies in which we work.
To drive digital inclusion, we need to make
digital services more accessible – both
through the expansion of our 4G and 5G
networks, and through encouraging the
availability and use of smartphones across
our 14 markets. We also need to ensure
owning and using a smartphone is
affordable – which is why we work with
manufacturers and handset financing
companies on programmes that bring
smartphones within reach of customers,
and make sure our own data products are
consistently good value.
These themes have come together this
year in an extraordinary programme in
Rwanda, where in October 2023 we
partnered with the Rwandan government
to launch the ConnectRwanda 2.0
initiative. The programme aims to
accelerate Rwanda’s digital capability by
providing more than a million people in the
country with high-speed, cutting-edge
LTE smartphones by the end of 2024 –
supported by a generous contribution
by Reed Hastings, the co-founder and
Chairman of Netflix.
The affordable smartphones, distributed
with Airtel Africa SIM cards and tailored
data packages, will be available at a price
of 20,000 Rwandan francs ($16.5), with
a monthly fee of 1,000 Rwandan francs
($0.8). In addition to the smartphone,
subscribers will also enjoy 1GB of data
daily and unlimited calls to any network
in Rwanda.
The initiative is already having a
transformational impact. Since launch,
smartphone penetration in Rwanda has
increased from 21% to 34%, and we
intend that the benefits will cross
generations, as the initiative joins up with
the work we’re doing in Rwanda with the
government and UNICEF to support
teachers and schools. We’re committed
to connecting 100 schools to digital
resources – helping teachers to learn
digital skills so they can teach them, and
digitally empowering the next generation.
85.6%
total population covered by 4G network
33.7%
smartphone penetration as of
31 March 2024
For more information about our ‘Win with’
strategy, see
pages 24-33
Our sustainability strategy
continued
Providing access
to quality education
in partnership
with UNICEF
In partnership with UNICEF, we’re
pioneering a future where every child
in Africa has the key to education right
at their fingertips. Our commitment is
clear: to transform over one million
young lives by 2027 through digital
learning. By providing zero-rated
access to educational content online
to schools in 13 countries, we’re
dismantling barriers to learning and
unlocking possibilities for children – and
for the communities and economies
where they live. This initiative has
already made significant strides,
connecting and empowering
thousands schoolchildren with the
tools they need for a brighter future.
The aim is transformational – nurturing
potential, fostering equality and
building the foundations for
generations to come. This vision was
recognised when our efforts in Nigeria,
where we connected 960 schools since
the launch of our partnership with
UNICEF. Airtel Nigeria was honoured
with the ‘Partnership of the Year’ award
at the 17th Sustainability, Enterprise
and Responsibility Awards (SERAs).
960
schools connected to the internet
in Nigeria by 31 March 2024
$3.6m
financial contribution to UNICEF in
support of the programmes to date
For more information about our five-
year $57m partnership with UNICEF,
see our Sustainability Report 2024 on
www.airtel.africa
Transforming lives
in action
STRATEGIC REPORT
Non-financial and sustainability information statement (NFSI)
Reporting
requirement
Associated risks
Our approach
Relevant policies
Purpose and scope
More information and
outcomes can be found
within
Page(s)
Environmental
matters
Climate change
(emerging risk)
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
corporate purpose of
transforming lives. We are
committed to reducing
our greenhouse gas
(GHG) emissions across
our operations and,
through collaboration
with our partners and
suppliers, to improve
our environmental
performance throughout
the organisation.
•
Environmental policy
outlines our commitment
to the environment and
incorporates our policies
on climate change, waste
disposal, natural
resources and water.
•
Health, safety and
environment policy
(HSE)
outlines our
commitment to continual
improvement in HSE
performance.
•
Community grievance
mechanism
outlines our
commitment to listen
and respond to
community concerns
arising from our actions
or the actions of any of
our partners or suppliers.
•
Code of Business
Ethics for partners and
suppliers
sets our
commitment to work
with trusted partners
and ensure safe
practices.
We’re setting a target
of a 62% reduction in
the intensity of our
greenhouse gas (GHG)
emissions by 2032 and
aim to achieve net zero
absolute emissions
by 2050.
•
KPIs
•
Managing our risk
•
Business review:
East Africa
•
Governing sustainability
matters
•
The Board’s focus in
2023/24
•
Our compliance with the
UK Corporate Governance
Code/role of chair
•
Stakeholder engagement:
‘Our communities’
•
Statement on Section 172
of the Companies Act
2006
•
Audit and Risk Committee
report
•
Sustainability Report 2024
(see
www.airtel.africa
)
•
‘Our journey towards a
net zero future’
(see
www.airtel.africa
)
•
Carbon accounting
methodology (see
www.airtel.africa
)
15-17
72-79
40-41
98
99-107
87
119
71
126-137
Our people
(6) Leadership
succession
planning
(principal risk)
Our Code of Conduct
defines how we do
business and extends to
employees at all levels
as well as to suppliers,
partners and all others
working with us. It serves
as a guide to help
colleagues understand
the core elements of our
policies and how those
policies are grounded
in our values – Alive,
Inclusive and Respectful.
We also have policies in
areas like anti-bribery
and corruption,
whistleblowing and
data protection setting
out the ethical framework
that all companies and
employees are expected
to follow. We have a
whistleblowing line
allowing any colleague
or third party to report
a violation of the Code
of Conduct, local law
or regulation.
•
Code of Conduct
provides a public
declaration of how we do
business and clarifies
expectations from
ourselves and those
we work with. It also
sets the framework for
implementation of our
corporate policies,
guidelines, and
procedures.
•
Responsible marketing
policy
outlines our
commitment to
responsible
marketing activities,
communications, and
advertising campaigns.
•
Health, safety and
environment policy
(HSE).
•
Whistleblowing policy
is applicable to all
employees of Airtel
Africa plc and its
subsidiaries, including
third parties acting for or
on behalf of Airtel Africa
plc and its subsidiaries.
It is established to
encourage the disclosure
of information by
employees and third
parties to the
Ombudsperson about
suspected dangers
and wrongdoing.
Our purpose and values
and behaviours are a
vital part of our culture to
ensure that through our
conduct and decision-
making we do the right
thing for our business
and our stakeholders.
•
KPIs
•
Stakeholder engagement:
‘Our people’
•
Managing our risk
•
Nominations Committee:
Chair’s statement
•
Directors’ remuneration
report
•
Sustainability Report 2024
(see
www.airtel.africa
)
15-17
115-119
72-79
139
146-165
The following table constitutes our
non-financial and sustainability information
statement (NFSI) in compliance with Sections
414CA and 414CB of the Companies
Act 2006. The information listed is included
by cross-reference. Further non-financial
information is available in our Sustainability
Report 2024 and on
www.airtel.africa
,
including actions we take to manage our
environmental and social impact.
The due diligence carried out for each
policy is contained within each respective
policy’s documentation.
59
Airtel Africa plc
Annual Report and Accounts 2024
Non-financial and sustainability information statement (NFSI)
continued
Reporting
requirement
Associated risks
Our approach
Relevant policies
Purpose and scope
More information and
outcomes can be found
within
Page(s)
Respect for
human rights
(3) Geopolitical
risks and adverse
macroeconomic
conditions
(principal risk)
Airtel Africa conducts its
business in a way that
respects human rights.
This is detailed in our
Code of Conduct which
underpins everything
we do. Our objective is
to bring the power of
telecommunication
technology to promote
respect for human rights
throughout our markets
and communities, across
our supply chain and
stakeholder groups.
Our principles in
respecting human rights
are based on the United
Nations Universal
Declaration of Human
Rights and the
International Labour
Organisation’s
Declaration on
Fundamental Principles
and Rights at Work.
In 2021, Airtel Africa
became a signatory to
the United Nations
Global Compact (UNGC)
initiative, endorsing
our commitment to
upholding human rights
and adhering to the
‘Ten Principles’ related
to responsible labour in
our policies, operations
and procedures.
•
Human rights policy
•
Code of Conduct
•
Code of Business
Ethics for partners
and suppliers
•
Whistleblowing policy
We are committed to
upholding human rights
in all aspects of our
business and we expect
our suppliers, partners
and third-party
contractors to adhere
to similar human rights
standards throughout
their business operations.
•
Governance report:
‘Stakeholder engagement’
(Our people’ – Board
activities)
•
Human rights and modern
slavery policy statement
(see
www.airtel.africa
)
•
Sustainability Report 2024
(see
www.airtel.africa
)
114-125
Social matters
(3) Geopolitical
risks and adverse
macroeconomic
conditions
(principal risk)
We’re transforming lives
across sub-Saharan
Africa through products,
services and programmes
that foster financial
inclusion, drive
digitalisation, and
empower our 152.7
million customers and
their communities. We
aim to always act as a
responsible business –
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.
•
Stakeholder
engagement policy
recognises that ongoing
engagement and active
cooperation with our
stakeholders is essential
for the company’s strong
business performance,
achieving and
maintaining public
trust and confidence
in the organisation.
•
Code of Conduct
•
Whistleblowing policy
Our whistleblowing policy
allows colleagues to
raise in confidence any
workplace concerns
concerning behaviour, or
anything that endangers
colleagues, our partners,
or the environment.
•
KPIs
•
Section 172 statement
•
TCFD disclosures
•
Sustainability Report 2024
15-17
71
63-70
60
Airtel Africa plc
Annual Report and Accounts 2024
STRATEGIC REPORT
Reporting
requirement
Associated risks
Our approach
Relevant policies
Purpose and scope
More information and
outcomes can be found
within
Page(s)
Anti-bribery
and corruption
(7) Internal
controls and
compliance
We take a zero-tolerance
approach to bribery and
corruption. Our policy
requires employees, at
all times, to act with
integrity to ensure that all
decisions are based on
legitimate considerations.
In building and
maintaining relationships
with various stakeholders,
employees should focus
on creating trust and
mutual respect based on
the principles laid down in
our Code of Conduct.
•
Code of Conduct
•
Anti-bribery and
corruption policy
•
Gift and entertainment
policy
•
Data protection and
privacy policy
We continue to focus
on limiting our potential
exposure to bribery
and corruption risks 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.
•
Audit and Risk
Committee Report
•
Directors’ Report:
anti-bribery and
corruption; political
donations
•
Online safety (see
www.airtel.africa
)
126-137
116-171
Business
model
(1) Adverse
competition and
market disruption
(principal risk)
(3) Cyber and
information
security threats
(principal risk)
(8) Technology
resilience and
business
continuity
(principal risk)
Creating value for our
stakeholders: our
dynamic business model
is underpinned by our
sustainability strategy
and delivers value to
stakeholders while
transforming lives
through digitalisation
and financial inclusion.
•
Responsible marketing
policy
The Board is responsible
for establishing the
company’s purpose
and strategy to deliver
long-term sustainable
success and generate
value.
•
KPIs
•
Our business model
•
Section 172 statement
•
Corporate governance
15-17
22-23
71
94-107
How we
manage risk
Effective risk
management 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.
We have established
a 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.
•
Schedule of matters
reserved to the Board
•
Audit and Risk
Committee’s terms
of reference
Our risk management
framework and processes
are embedded
throughout the Group,
to give us a consistent
means of identifying,
prioritising, mitigating,
responding to, and
monitoring our principal
and emerging risks.
•
TCFD disclosures:
climate-related risks
•
Managing our risk
•
Audit and Risk
Committee Report
•
Sustainability Report 2024
(see
www.airtel.africa
)
63-70
72-79
126-137
61
Airtel Africa plc
Annual Report and Accounts 2024
Non-financial KPIs
Our performance against non-financial KPIs is tracked using the following metrics:
Reporting
requirement
Associated risks
Our approach
Relevant policies
Purpose and scope
More information and
outcomes can be found
within
Page
Climate
Percentage reduction
of our scope 1 and 2
emissions.
•
‘Our journey towards
a net zero future’ (see
www.airtel.africa
)
•
Carbon accounting
methodology (see
www.airtel.africa
)
•
Environmental policy
(see
www.airtel.africa
)
Diversity and
inclusion
Percentage gender
representation and
percentage ethnicity
representation of our
senior management team.
•
Code of Conduct
See pages
144-145
for our
FCA
disclosure
tables
Safety
Total recordable injury
frequency rate (TRIFR).
•
Health, safety and
environment policy
•
Sustainability Report 2024
(see
www.airtel.africa
)
Compliance
training
Percentage of employees
who complete anti-bribery
and corruption training
annually.
•
Code of Conduct
Non-financial and sustainability information statement (NFSI)
continued
62
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STRATEGIC REPORT
63
Airtel Africa plc
Annual Report and Accounts 2024
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.
Airtel Africa is committed to transparency
in our disclosure and reporting of all
sustainability-related and climate-related
risks and opportunities. This is evidenced
by the progress we’ve made 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, our third year of reporting
the Group’s climate-related risk and
opportunities in line with the TCFD
recommendations, reflects the progress
that has been made over the past three
years. In year one, we carried out a gap
assessment of our current position versus
each of the TCFD recommendations and
laid out a clear action plan over the next
three years to address gaps identified.
In year two, we focused our efforts on
addressing these gaps, including
completing a robust scenario analysis
testing of our climate risks and
opportunities with support from
The Carbon Trust and a feasibility
assessment of our decarbonisation plans.
In 2023/24, we continued to build on the
work completed in the previous two years
with a focus on developing a strategy
to achieve net zero across all scopes
by 2050.
In November 2023, we published our
‘Journey towards a net zero future”
which detailed our strategic approach to
achieving our decarbonisation ambition.
Lots of the work this year has been
focused on developing both short-term
initiatives and long-term plans in line
with our decarbonisation strategy
and embedding these plans into our
strategic planning and budgeting process.
While this important piece of work
has commenced, we recognise that it
would require continuous review and
re-evaluation in line with changing
technological advancements in the
energy conservation and renewable
energy across the markets where
we operate.
To read about our journey towards a net
zero future, visit
www.airtel.africa
TCFD disclosures
Airtel Africa is committed to transparency
in our disclosure and reporting of all
sustainability-related and climate-related
risks and opportunities.
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. These disclosures also meet the
Climate-related Financial Disclosures (CFD) requirements under the
Companies Act.
While we’ve published our scope 3 emissions data under the metrics and
targets (b) recommendations, our scope 3 data is, and will be, disclosed
with a time lag of one year to allow for reasonable verification and
accuracy checks of scope 3 emissions data received from our supply
chain partners. We rely on our supply chain partners, especially, our
towerco partners to extract data with respect to our scope 3 emissions.
This data, in most cases, is not readily available and after becoming
available, we subject it to some reasonable verification for accuracy before
we’re able to publish. We expect to continue working closely with our
towerco partners over the next three years to allow for ready access to
scope 3 emissions data which will, in turn, allow us to report this data
without any time lag.
64
Airtel Africa plc
Annual Report and Accounts 2024
TCFD disclosures
continued
Our pathway to TCFD-aligned reporting
We’ve made significant progress in our climate risk assessment and reporting process in line with the TCFD recommendations. Progress update
on planned actions disclosed in last year’s report is outlined below:
Airtel Africa response
Update on planned actions from last year’s report:
TCFD recommendations
Compliance to
recommendation
Planned actions for this year
as per our TCFD roadmap
Actions taken this year
Page(s)
Describe the Board’s oversight of
climate related risks and opportunities.
Describe management’s role in
assessing and managing climate-
related risks and opportunities.
65
65
Yes
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 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
every other month, 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.
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.
66-67
68
68
Yes
Yes
Yes
Undertake and disclose
‘deep dives’ of prioritised
CROs to fully understand
financial, business and
strategy implications.
Disclose how ‘deep dives’
inform formulation of
strategic and business
planning.
Last financial year, the Group conducted scenario
analysis of its CROs with support from The Carbon Trust
for the purpose of assessing both the impact and the
resilience of the business in relation to climate risks.
This year, through the Sustainability Committee reviews,
deep-dive sessions were conducted with a focus on
the strategic planning to achieve our net zero ambition.
These sessions were aimed at undertaking feasibility
assessments and integration of carbon reduction
plans into long-term business planning and budgeting.
While this process is still ongoing, these deep-dive
sessions have helped the Group further understand
the necessary actions required in achieving our net zero
targets both in the short- and longer-term horizons.
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.
69
69
69
70
69
70
Yes
Yes
Yes
Develop processes to
monitor the emergence of
new CROs and ensure their
ongoing integration with
existing risk taxonomy –
disclose examples of
how processes have
informed decisions on
mitigating actions.
Climate risks are being assessed and monitored using
the Group’s enterprise risk management framework and
mitigation plans in line with our sustainability strategy,
are reviewed monthly by the Sustainability Committee.
Furthermore, the Audit and Risk Committee reviews
climate-related risks and how they impact the
achievement of the Group’s strategic plans. For
example, key decisions to explore the acceleration of
renewable energy sources in some of our markets is
predicated on the risk assessment of the impact of
rising fuel costs on the Group’s cost structure and
profitability goals. This shows how decision-making
in relation to business risks and processes is
integrated into the Group’s decarbonisation strategy.
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 greenhouse gas (GHG)
emissions and the related risks.
Yes
Yes
Disclose progress against
science-based targets.
Our GHG emissions for scope 1 and 2 are disclosed in
this report, including the metrics used to assess our
climate risks. Our scope 3 emissions, however, are
disclosed with a time lag of one year: this is to ensure
that we can accurately assess and report scope 3
emission data compiled from our partners, mostly the
towercos. We’ve initiated an engagement process
with our key partners and suppliers for an accurate
assessment of our scope 3 emissions and to
understand key actions being undertaken by them
to achieve their respective emission reductions and
align with decarbonisation strategy.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets.
Yes
Governance
Strategy
Risk management
Metrics and targets
STRATEGIC REPORT
65
Airtel Africa plc
Annual Report and Accounts 2024
Governance
Describe the Board’s oversight
of climate-related risks and
opportunities
The Board has an 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 126 to 137)
for details of our ARC meetings and the
frequency of meetings in the year).
The Sustainability Committee meets every
other month. It oversees the implementation
of our sustainability strategy, including the
climate response actions set out within the
environmental pillar of the strategy. It is
responsible for sustainability programmes
and initiatives, budget requirements and
reviews the development of performance
objectives to track the achievement of both
short- and long-term goals. The committee’s
work also includes the consideration of
climate impact with respect to the Group’s
capital expenditure (capex) in line with the
Group’s sustainability strategy as approved
by the Board. During the year, there were no
acquisitions or divestments in the Group’s
business but, in case of any such event,
appropriate climate consideration will fall
within the remit of the committee’s work.
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 officer and chief supply
chain officer jointly lead ‘Our environment’
pillar of the sustainability strategy.
Our comprehensive asset audit 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 officer oversees
the strategy to bring energy-efficient
initiatives into our core operational processes.
Furthermore, a significant number of our
infrastructure sites are owned by 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
66
Airtel Africa plc
Annual Report and Accounts 2024
TCFD disclosures
continued
Strategy: risk and opportunities
Describe the climate-related risks and opportunities the organisation has identified over the short, medium and
long term
Following the work on our climate scenario analysis, our climate risks and opportunities are now aligned with our business model and the
geographical spread of our operations. In assessing our climate risks and opportunities, we undertook 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 negatively impact cooling costs, are more significant for countries located in arid regions such as Chad, Niger and parts of Northern
Nigeria. These factors were built into our modelling process to ensure we get a credible assessment of our most significant climate risks and
they’re prioritised for the attention of our executive management and the Board.
Our climate scenario analysis has been conducted looking at three horizons – short, medium and long term. For medium term, we’ve considered
a period between 5-10 years as this aligns with the Group’s planning time frame. The Group prepares a ten-year strategic business plan which is
used for forecasting purposes and capital investment decisions and aligns with the average life of our regulatory licences and network assets.
Additionally, our medium-term carbon intensity reduction target for scope 1 and 2 emissions is set at ten years from baseline which also aligns
with this medium-term timeframe. Consequently, we’ve taken timeframes of greater than ten years as ‘long term’ and periods less than five years
as ‘short term’ in our scenario modelling. This ensures that our scenario planning periods align closely with our strategic business plans and
carbon reduction targets. We’ve assessed each climate risk and opportunity for likelihood, velocity and financial materiality.
Category
Risk type
Nature of impact
Planning horizon to
address CRO
Likelihood, velocity and
materiality assessment of CRO
Likelihood
score
Velocity
score
Financial
materiality
score
Transition
risks
Customer
pressure
Change in customer expectations regarding the Group’s climate
action leading to a decrease in sales negatively affecting revenues.
Medium term (five years)
3
2
NAQ
1
New
regulations
Introduction of carbon taxes in the Group’s operating markets
adversely impacting profitability.
Medium term
1
3
2
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 term
2
2
NAQ
New
regulations
Increase in energy prices for use in logistics, own sites and leased
assets in the event carbon taxes are imposed leading to an increase
in cost.
Medium term
2
3
4
Shareholder/
stakeholder
advocacy
Increasing requirements for mandatory disclosures of climate
performance and climate risks with possible inaction leading to
negative sentiments from customers, suppliers and bankers leading
to decreased revenues and/or increased cost.
Short term (three years)
3
2
NAQ
Reputation
Damage to brand reputation arising from a perceived lack of action on
climate initiatives.
Short term
2
2
NAQ
Physical
risks
Flooding
Increase in frequency and severity of flooding attributed to rising sea
level and/or increases in rainfall could damage our infrastructure, such
as data centres, office buildings and tower sites.
Long term (ten+ years)
4
3
4
Extreme
weather
events
Increase in frequency and severity of extreme weather events, such
as tropical storms, cyclones and typhoons, could result in damage to
our infrastructure.
Long term
4
3
1
Heat
Increase in in temperatures and the duration of high temperatures
may result in increased cooling requirements for data centres and,
consequently, operating costs in some of our markets.
Long term
4
3
1
Business
disruptions
Loss of of revenue and productivity due to business disruptions
attributed to climate-related physical events, such as cyclones,
coastal and river flooding.
Long term
3
3
5
Opportunities
Enhanced
market
valuation
Improved ESG performance will have a positive effect on share price
performance and investor perception.
Short term
2
2
NAQ
Access to
capital
Increased access to, and lower cost of, sustainable financing options.
Short term
2
2
1
Cost
efficiency
Adopting renewable energy sources, such as solar and other
environmentally friendly solutions, will enhance business processes.
Medium term
4
3
1
Reputation
Improved company reputation will help us to attract and retain
customers and employees, reducing customer acquisition and
HR-related costs.
Medium term
2
2
NAQ
1 NAQ (not assessed quantitatively): suitable parameter not identified for quantitative assessment and analysis was done using qualitative assessment of velocity
and likelihood.
STRATEGIC REPORT
67
Airtel Africa plc
Annual Report and Accounts 2024
Assessment of CRO
Financial
thresholds
Level
Score
Threshold
Period
Likelihood
•
Score based on the consistency of outcome when comparing
current policy scenarios with transition scenarios (or high-
temperature scenarios for physical risks).
•
The more closely aligned the outcomes on a directional basis,
the higher the likelihood score.
Very high
High
Medium
Low
4
3
2
1
25%
50%
100%
Velocity
•
Score based on the speed of development of external root
causes that drive the CRO as assessed under the transition
scenarios (or high-temperature scenarios for physical risks).
•
The speed at which a CRO is evolving and changing as
compared to the baseline is also taken into account (e.g.,
higher the speed, higher the score).
Short term
Medium term
Long term
4
2
1
1-5 years
5-10 years
10+ years
Financial materiality
•
Score based on the estimated negative impact to revenues
or costs for risks and positive impact to revenues or costs
for opportunities.
•
Financial impact calculations are performed with the aim of
providing a scale of the materiality of each assessed CRO,
for the purpose of focusing on the most relevant and
important ones.
•
These initial estimates do not represent an exact prediction
of the impact of the CROs, but rather an order of magnitude
to facilitate prioritisation.
<$10m
$10m-$20m
$20m-$30m
$30m-$50m
$50m-$100m
$100m-$300m
$300m-$400m
$400m-$450m
$450m-$500m
>$500m
1
2
3
4
5
6
7
8
9
10
68
Airtel Africa plc
Annual Report and Accounts 2024
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 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 as shown on pages 24 to
33. ‘Our environment’ pillar, encompassing
climate risks and opportunities, is one of
the four pillars of our sustainability strategy.
This highlights our focus on our ambition
to achieve net zero emissions within our
operations and environmental stewardship.
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, we’ve 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 continue to 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 to find common solutions to
address the climate crisis and the challenges
being faced by players in the industry in
the course of developing credible carbon
reduction plans.
For more information about our sustainability
strategy, see
pages 56-62
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2ºC
or lower scenario
Last year, we conducted a scenario analysis
exercise to assess the resilience of our
business against the climate risks and
opportunities we’re 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°C (extreme
case)
3. Net zero Paris Agreement aligned scenario
– global temperature at c. 1.5°C (transition
to net zero)
Transition risks
For transition risk, we tested current
policies scenario (no climate action, global
temperature at c. 3°C) and net zero Paris
agreement aligned scenario (transition to
net zero, global temperature at c. 1.5°C). We
selected this scenario to test our transition
risks as the likelihood of being confronted
with transition risks will be higher in a net zero
Paris aligned scenario. Our analysis showed
that the most material transition risks were:
•
increases in operating costs arising from
direct carbon price (including carbon taxes)
on lease assets and network equipment,
and
•
potential introduction of carbon taxes in our
operating markets.
To mitigate these risks, the Group would need
to embrace early adoption of clean energy
sources to mitigate the negative impact of
increased costs due to higher energy costs
driven by direct carbon prices or taxes.
Physical risks
For physical risks, we tested current
policies scenario (no climate action, global
temperature at c. 3°C) and high temperature
scenario (extreme case, global temperature
greater than c. 3°C). We’ve selected the high
temperature scenario to test our physical
risks because as global temperature
continues to rise, so would be negative
impact of climate change resulting in extreme
weather events capable to causing increasing
damage to our physical infrastructure. From
this scenario testing, the material physical
risks identified were:
•
increase in river and coastal flooding in our
operating markets with the potential to
disrupt operations
•
damage to physical infrastructure and
negative impact on revenues
•
increase in air temperature resulting in
increased cooling requirements and,
consequently, higher energy costs
•
extreme weather events such as tropical
cyclones peculiar to two of our markets:
Madagascar and Malawi.
The outcome of this scenario means we
would need to implement necessary business
resiliency plans to protect our critical physical
infrastructure such as data centres and office
buildings against the risk of flooding and
extreme weather events and develop ways
to improve the efficiency of our cooling
operations, including sourcing for cleaner
source of energy to address increased
cooling needs.
Opportunities
For opportunities, we tested current
policies scenario (no climate action, global
temperature at c. 3°C) and net zero Paris
Agreement aligned scenario (transition to
net zero, global temperature at c. 1.5°C).
This scenario was considered appropriate
as the business will be more likely to benefit
from the relevant opportunities of an early
transition towards net zero than in a high
temperature scenario.
Our most significant opportunities were
improved cost efficiencies from adopting
energy efficient and environmentally
friendly technology or energy sources and
improvement in share price valuation due to
favourable investor sentiments as a result
of actions taken by the group to achieve
net zero.
There has been no significant change in our
business requiring a refreshed scenario
analysis this year. We will however continue
to monitor the evolution of the climate
challenge across our business and countries
of operations and incorporate these into
our scenario planning to ensure our climate
response plans are aligned to the challenges
faced by our business.
STRATEGIC REPORT
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Risk management
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 65 for details of
our enterprise risk management framework.
Our climate risks identification process
includes an assessment of existing legal
obligations for instance loan covenants,
regulatory requirements in our operating
jurisdictions and a continuous review of our
external context to identify emerging risks
themes that could have material impact on
our business.
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 climate risks. The details of
these initiatives are contained within the
environmental pillar of our sustainability
strategy – see the Sustainability Report 2024
on
www.airtel.africa
.
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. Materiality assessment for risk
mitigation is carried out on the basis of
financial impact as are other business risks.
Those risks where financial materiality or
impact cannot be readily assessed, are
assessed qualitatively.
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
pages 72-79
.
Describe how processes for
identifying, assessing and managing
climate-related risks are integrated
into the organisation’s overall risk
management
The process of identifying and managing
climate-related risks follows our existing
enterprise risk management framework
which allows for a uniform approach across
the Group for risk management. However,
our process for climate risk assessment and
prioritisation departs from our standard
enterprise risk management process.
We rely on the use of climate risk frameworks
such as the TCFD to categorise our climate
risks as well as various external climate data
sources to assess the drivers of our climate
risks and opportunities. We’re supported
by The Carbon Trust, one of the leading
environmental experts, in developing impact
assessment for various climate scenarios.
The output feeds back into our risk
governance and management processes
allowing for a more robust climate risk
discussion by our executive management
and the Board.
While we use impact and likelihood scales
for assessing enterprise risk across our
business, for climate risks we use three
parameters for risk assessment – likelihood,
velocity and potential financial impact.
We use both qualitative and externally
available quantitative data sets as part of our
scenario analysis to determine the resilience
of the business and for the prioritisation of
climate risks.
We’ve identified appropriate quantitative
metrics for measuring and tracking the
impact of climate on our operations, and we
will continue to review and identify other
suitable metrics to reliably assess and
measure our climate risks and opportunities
on an ongoing basis.
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.
We’ve considered cross-industry metrics as
per the TCFD implementing guidance and
the cross-industry metric we report on
currently is our absolute emissions for
scopes 1, 2 and 3. We will continue to assess
the suitability of reporting on other cross-
industry metrics in the future as considered
appropriate. Additionally, we do not currently
use any internal carbon price for reporting our
carbon emissions.
Metrics
Measure
Scope 1 emissions
tCO
2
e
Scope 2 emissions
tCO
2
e
Scope 3 emissions
tCO
2
e
Total energy consumption
kWh
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’ve been focused on
understanding our scope 1, 2 and 3
emissions. We’ve developed internal
methodology to accurately capture and
report on our scope 1, 2 and 3 emissions.
For our scope 1 and 2 emissions data, where
dependency on external partners is not
required, we’re able to collect and report
this data in line with our reporting cycle. For
our scope 3 emissions data, which requires
collection and verification from external
partners, we’re only able to report this with
a lag of one year to ensure our scope 3 data
has been subjected to reasonable internal
verification before it’s reported. Our scope 3
emissions data will be published when the
full data is available from our partners, and
fully verified.
We continue to engage with our partners to
ensure full alignment of our climate agenda
with their internal plans and commitment.
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Measure
2021/22
(baseline)
2022/23
2023/24
(current year)
Scope 1 emissions
tCO
2
e
65,180
67,266
82,871
Scope 2 emissions
tCO
2
e
50,539
47,576
45,632
Total scope 1 and 2 emissions
tCO
2
e
115,719
114,842
128,503
Scope 3 emissions
tCO
2
e
792,336
856,996
n/a*
Total
tCO
2
e
908,055
971,838
–
*
Scope 3 emissions for 2023/24 will be published with a lag of one year
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’ve 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’ve
taken a near-term target of 2032 which is ten
years from our baseline of 2022. This year,
we’ve continued the important work of
developing more granular plans to support
the actualisation of our broad climate
ambition. We expect to report on progress
of this exercise in future reporting.
We’ve 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
targets against achievement of our broader
sustainability strategy of which carbon
emission reduction is a key component.
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.
TCFD disclosures
continued
STRATEGIC REPORT
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Airtel Africa plc
Annual Report and Accounts 2024
Section 172 of the Companies Act 2006 requires the directors
to promote the success of the company for the benefit of the
members as a whole, having regard to the interests of stakeholders
in their decision-making. In making decisions, the directors consider
what is most likely to promote the success of the company for its
shareholders in the long term, as well as the interests of the Group’s
other stakeholders. The directors understand the importance of
considering the views of stakeholders and the impact of the
company’s activities on local communities, the environment,
including climate change, and the Group’s reputation.
Examples of how the directors have oversight of stakeholder
matters and had regard for these matters when making decisions
are included throughout this Annual Report, together with details of
strategic decisions and actions which are supportive of this section
172 statement.
The table below sets out the areas of this report which
demonstrate how the directors have had regard to their
section 172 responsibilities.
Statement on Section 172 of the Companies Act 2006
Section 172
Find out more
Page(s)
(a)
The likely consequences of any decision
in the long term
Strategic report
1-81
Engaging with our stakeholders
124-125
Sustainability Report
–
(b)
The interests of the company’s employees
Strategic report
1-81
Engaging with our stakeholders
124-125
Remuneration Committee report
146-165
Sustainability Report
–
(c)
The need to foster the company’s business
relationships with suppliers, customers and others
Strategic report
1-81
Engaging with our stakeholders
124-125
Sustainability Report
–
(d)
The impact of the company’s operations
on the community and environment
Strategic report
1-81
Engaging with our stakeholders
124-125
TCFD disclosures
63-70
Sustainability Report
–
(e)
The desirability of the company maintaining
a reputation for high standards of business conduct
Risk management
72-79
Engaging with our stakeholders
124-125
Audit and Risk Committee report
126-137
Sustainability Report
–
(f)
The need to act fairly as between members
of the company
Strategic report
1-81
Engaging with our stakeholders
124-125
Remuneration Committee report
146-165
Sustainability Report
–
Managing our risk
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’ve 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
Our Board of directors 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 evel (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 of directors, which is responsible for risk management
processes and oversees the respective OpCo’s principal risks and the
effectiveness of its mitigation actions.
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.
Ravi Rajagopal
Chair, Audit and Risk Committee
Understanding and managing
our risk environment to
support the Group’s objectives
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Annual Report and Accounts 2024
STRATEGIC REPORT
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
of 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 126 to
137 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 areas. 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
principal and emerging risks at
least on a semi-annual basis.
Our risk appetite framework
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.
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
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’re 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’re strongly opposed to
these risks and prefer to avoid
them. We’re not open to any
risk/return trade-off and will
always accept the lowest risk
option for these risks.
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Risk identification process
Risk governance
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Annual Report and Accounts 2024
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.
1
2
3
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.
4
5
6
7
8
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.
9
We are committed to complying with laws and regulations in the jurisdictions
where we operate, and averse to violations of legal or regulatory obligations.
10
How we classify our risks
Geopolitical risks and adverse
macroeconomic conditions
Technology obsolescence
Technology resilience
and business continuity
Leadership succession
planning
Uncertainty in policy
and regulatory environment
Exchange rate fluctuations and
shortage of foreign currency
Risk
Changes
This is a new principal risk for the Group. In recent times, we’ve seen an increase in global geopolitical tensions and conflicts with
the potential to impact the Group’s business directly or indirectly. Additionally, we’re seeing high inflation and rising cost of living in
some of our markets, which have the potential to negatively impact the disposable income of consumers.
This risk has been dropped as a standalone principal risk and is now part of ‘
Technology resilience and business continuity
risk
’. Building a technologically resilient ecosystem that can support the Group’s business operations requires that our technology
stack is not only resilient in today’s terms but also future-ready to adapt to changing business needs and environment.
This risk has been modified from ‘
Network resilience and business continuity
’. This revised risk description captures the full
spectrum of our technological landscape and infrastructure which is critical to our ability to provide best-in-class products and
services to our customers while at the same time improving our operational efficiency.
The residual risk rating for this risk has been revised downwards as reflected on the heat map. This is attributed to the concerted
actions that have been undertaken over the past couple of years to improve our leadership bench strength across the Group
particularly through our ‘build’ strategy. While this continues to be a principal risk, we assess the potential business impact of this
risk to be lower compared to the previous financial year.
This risk has been modified from our previously stated risk of ‘
Uncertain and constantly evolving legal and regulatory
requirements and environment
’. This change was necessary to aptly convey the true nature of the risk we face. 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’re increasingly faced with the risk of unanticipated changes in the policy environment and legal/regulatory
requirements.
The residual risk rating for this risk has been revised higher as reflected on the heat map. This financial year, we have experienced
higher than usual rates of currency devaluation across some of markets with attendant impact on our financial results.
Consequently, the overall risk rating for this risk has been revised to reflect current business realities.
Changes in principal risks during the financial year
Almost
certain
Likely
Possible
Unlikely
Minor
Moderate
IMPACT
LIKELIHOOD
Significant
Extreme
1
2
10
3
4
5
6
6
7
8
9
9
Risk heat map (residual risks)
Strategic risks
1
Adverse competition and market disruption
2
Digitalisation and innovation
3
Geopolitical risks and adverse
macroeconomic conditions
Operational risks
4
Cyber and information security threats
5
Increase in cost structure
6
Leadership succession planning
7
Internal controls and compliance
8
Technology resilience and business continuity
Financial risk
9
Exchange rate fluctuations and shortage
of foreign currency
Governance and compliance risk
10
Uncertainty in policy and regulatory environment
Currently, all principal risks are within our risk appetite
Residual risks
2023/24
2022/23
STRATEGIC REPORT
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Annual Report and Accounts 2024
Principal risks and mitigation
Risk
Risk
Risk
Adverse competition and market disruption
Digitalisation and innovation
Geopolitical risks and adverse macroeconomic conditions
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.
Global geopolitical tensions have the potential
to impact our business directly and indirectly.
For instance, the war in Ukraine has resulted
in a global increase in food and energy prices
reflecting the interconnectedness of the global
supply chain and the indirect impact on not only
the cost of our inputs but also the disposable
income of our customers due to rising food
prices. Relatedly, in recent years, we’ve seen
changes in the political environment of some
countries in the west and central part of Africa
creating some level of uncertainty in the
policy environment. Consequently, adverse
macroeconomic conditions such as rising
inflation and increased cost of living not only
puts pressure on the disposable income of
consumers but also increases the cost of
inputs for businesses negatively impacting
sales and profitability.
Strategic risks
Open
Open
Flexible
Chief commercial
officer
Chief information
officer and chief
commercial
officer
Chief financial
officer, chief
supply chain
officer and chief
regulatory officer
1
Ongoing monitoring of competitive
landscape and competitor activities.
2
Emphasis on customer experience,
affordability, product penetration and
development of our product portfolio.
3
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.
4
Simplifying customer experience
through self-care and other
applications across several customer
touchpoints.
1
Rollout of digital apps and self-care
channels to simplify customer
experience.
2
Focus of Digital Labs on developing
cutting-edge digital solutions to
address customer needs and solve
complex problems using the latest
technologies.
3
Simplifying our core IT systems and
integration. capabilities to allow for
faster deployment of new products
and services and integration with
third-party applications.
1
Improving the overall resilience of our
business through effective strategic
investment, optimal operating model,
and a solid financial base.
2
Building resilience through our supply
chain to minimise the potential
disruptions.
3
Ongoing monitoring of external
environment and macroeconomic
trends to ensure adequacy of risk
response plans.
4
Continuous cross-industry
engagement on key policy matters.
1
Launch of two new businesses: Nxtra
by Airtel to meet the growing demand
for data centre capacity on the
continent, and Telesonic, a wholesale
fibre unit to meet the need for
wholesale data (see page 46).
Continued investment in spectrum
assets through the renewal of 2100
MHz spectrum in Nigeria and
acquisition of new spectrum bands in
Uganda (see page 21).
1
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.
2
Establishing the digital shared services
function, a dedicated central team of
technology and digital experts, which
provides support to our core telco and
mobile money businesses spanning
the full customer life cycle from journey
design, product development, rollout
and growth.
3
Implementation of modernised
technology, deeper integration of
machine learning and scaling of
agile ways of work across Group
and OpCos.
1
Continued diversification of energy
sources towards renewable energy
through strategic agreement with our
towerco partners to reduce the impact
of increasing fuel prices.
2
Ongoing engagement with our key
stakeholders, including active
participation in industry bodies and
forums to drive progressive policy
development.
3
Continued deleveraging of our balance
sheet (see page 49).
Key to our strategic pillars
Win with technology
Win with distribution
Win with data
Win with mobile money
Win with cost
Win with people
1
2
3
Description of risk
Risk
appetite
Risk
owners
How we mitigate this risk
Key developments in the year
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Annual Report and Accounts 2024
Principal risks and mitigation
continued
Risk
Risk
Risk
Cyber and information security threats
Increase in cost structure
Leadership succession planning
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’re 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 information
officer
1
Security posture assessments and
control gap review across the
technology stack to identify security
solutions and tools to address
inherent and emerging risks.
2
Security assessments covering
technology infrastructure and
applications to identify security risks
on a continual basis.
3
Cybersecurity awareness
programmes, including mock
exercises, such as phishing simulation
to evaluate preparedness of
employees and effectiveness of
security tools.
4
Introduction of customer security
awareness initiatives.
1
Onboarding of key controls such as
integrated multi-factor authentication
with single sign-on, web application
firewall, integration of cyber threat
intelligence, data loss prevention,
security incident response, attack
surface management, dark web
monitoring, continuous penetration
testing and threat management.
2
ISO 27001 and ISO 22301 certification
for the SmartCash PSB business.
3
ISO 27001, ISO 22301 annual
surveillance certification for all
operating entities and the head office.
4
5
6
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.
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.
Flexible
Cautious
Chief supply
chain officer
Chief human
resources officer
1
Continuous review of our operating
model and supply chain processes to
identify cost optimisation
opportunities.
2
Rolling out various initiatives to
optimise our operating structure to
improve business performance.
3
Long-term planning and buying
strategies mitigating the effects of
short-term disruptions within our
supply chain.
1
Leadership development planning
through skills and competency
assessments for critical roles.
2
Regularly update succession plans
for the OpCo’s and Group OpCo
Executive Committees.
3
Long- and short-term incentives for
retention of high-performing talent.
4
Talent mapping a larger talent pool
across Africa, Europe, and Asia to
meet current and future business
needs.
5
Inclusion of succession plans in
leadership KPIs across the Group.
1
We’ve 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 renewal energy sources
in partnership with our towerco
partners, in line with our sustainability
strategy and as a long-term cost
optimisation initiative.
2
Continued digitalisation of our sales
and customer touchpoints and other
parts of our business to drive cost
savings and improve overall efficiency.
1
We launched our ‘Women in
technology’ programme to accelerate
women leadership in our technology
functions across the organisation.
2
Airtel Africa mobility programme:
developing the diversity of our talent
pool through inter-OpCo transfers
in the form of short- and long-term
assignments.
3
Developed and implemented graduate
programme for fresh talent to grow
as part of a long-term leadership
pipeline strategy.
4
Coaching and mentorship
programmes through the executive
leadership development programme.
5
Accelerated our ‘build’ strategy to
develop more internal talent and
high performers for leadership roles.
Operational risks
Description of risk
Risk
appetite
Risk
owners
How we mitigate this risk
Key developments in the year
Key to our strategic pillars
Win with technology
Win with distribution
Win with data
Win with mobile money
Win with cost
Win with people
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Risk
Risk
Internal controls and compliance
Technology resilience and business continuity
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. Additionally, the Group
continues to review the effectiveness of its risk
management and internal control framework to
ensure full compliance with Provision 29 of the
UK Corporate Governance Code 2024. While this
provision will take a few years to take effect, the
Group has initiated internal assessment reviews
on the appropriate framework and methodology
to evidence compliance to this provision when it
takes effect.
Our ability to provide quality of service (QoS)
to our customers and meet QoS requirements
depends on the robustness and resilience of our
technology stack and ecosystem encompassing
hardware, software, products, services and
applications, and our ability to respond
appropriately to any disruptions. Furthermore,
a resilient technology stack is critical for
improving our operational efficiency and essential
to the achievement of the goals that we’ve set for
ourselves. However, 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
officer and chief
information officer
1
Ongoing self-reviews and continuous
strengthening of the Group’s internal
controls over financial reporting
framework and compliance
processes.
2
Addressing and mitigating findings
from Internal Audit, with oversight
from the Audit and Risk Committee.
3
Implementing a robust system for
assessing and monitoring key
controls across the Group, and
commissioning of independent
assurance testing of internal controls.
1
Implementing disaster recovery sites
to provide back-up for our networks
and IT infrastructure across our
OpCos.
2
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.
1
Further enhancement to our Internal
controls over financial reporting
(ICOFR) framework with a focus on
our Airtel Money business.
2
Deployment of self-validation
processes on our key internal controls
improving the overall quality of control
design, operating effectiveness,
execution, and monitoring across
the organisation.
3
External independent evaluation on
the adequacy of our control design
and operating effectiveness testing.
1
Disaster recovery sites are in place
for critical applications and disaster
recovery drills now occur at
regular intervals.
7
8
Operational risks continued
Description of risk
Risk
appetite
Risk
owners
How we mitigate this risk
Key developments in the year
Key to our strategic pillars
Win with technology
Win with distribution
Win with data
Win with mobile money
Win with cost
Win with people
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Risk
Exchange rate fluctuations and shortage of foreign currency
Our multinational footprint means we’re
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:
•
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.
•
If either of the above devaluations is higher
than 5% per annum, management selects the
highest of these exchange rates.
•
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 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
going forward, on a 12-month basis assuming
that the USD appreciation occurs at the
beginning of the period, a further 1% USD
appreciation across all currencies in our OpCos
would have a negative impact of $45m – $47m
on revenues, $21m – $22m on EBITDA and $21m
– $23m on foreign exchange loss (excluding
derivatives). Our largest exposure is to the
Nigerian naira, for which on a similar basis, a
further 1% USD appreciation would have a
negative impact of $10m – $11m on revenues,
$5m – $6m on EBITDA and $8.5m – $10.5m on
foreign exchange loss (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
1
Renegotiating forex-denominated
contracts to local currency contracts.
2
Hedging foreign currency
denominated payables and loans,
and matching assets and liabilities,
where possible.
3
Adequate funding arrangements
to mitigate any short-term liquidity
constraints caused by fluctuations
in forex supply.
4
Geographical diversification
enables access to liquidity across
our footprint.
1
Devaluation of the Malawian kwacha
by the Reserve Bank of Malawi and
devaluation of the Nigerian naira
by the Central Bank of Nigeria
(see page 50).
9
Financial risks
Description of risk
Risk
appetite
Risk
owners
How we mitigate this risk
Key developments in the year
Principal risks and mitigation
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
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Risk
Uncertainty in policy and regulatory environment
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’re 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 regulatory
officer and chief
legal officer
1
Instituting various policies across the
Group to comply with obligations in
jurisdictions where we operate.
2
Continuing engagement with
regulators and active participation in
industry bodies on key policy matters.
3
Regular compliance tracking,
identifying root causes for cases
of non-compliance and taking
corrective actions.
4
Escalation process for reporting
significant matters to the Group HQ
in a timely manner.
5
Communicating with and training
employees on relevant company
policies.
1
Airtel Uganda Limited was listed on
the Uganda stock exchange in
compliance with the 20% minimum
public listing obligation for all National
Telecom Operators under the Uganda
Communications (Fees & Fines)
(Amendment) Regulations 2020
(see page 21).
2
The Nigerian Communications
Commission issued an industry-wide
directive for the barring of all SIMs
without a corresponding National
Identity Number (NIN) (see page 20).
3
Participated in a number of industry
policy events through the GSMA,
where our chief regulatory officer
is the current 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, among others.
10
Governance and compliance risks
Description of risk
Risk
appetite
Risk
owners
How we mitigate this risk
Key developments in the year
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 scope 1, 2 and 3 baseline
GHG emissions. In 2023, we followed up with the publication of
‘Our journey towards a net zero future’ where we set out our
decarbonisation strategy for scope 1, 2 and 3. For more details,
visit
www.airtel.africa
.
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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 over a three-year period for the following reasons:
•
Our three-year liquidity plan matches the current visibility of the tenure
of our financing arrangements and;
•
Key macroeconomic and political developments which impact on
our headroom and liquidity include currency devaluation, inflation,
fiscal policies and sovereign credit ratings. Our visibility of the 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 in forecasting
liquidity while assessing longer-term prospects. 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.
In assessing the Group’s longer-term prospects, the directors considered
both 4G/5G cellular network potential in the markets in which the
Group operates. Given the relatively low 4G customer penetration in
14 markets of operation, mobile penetration is forecast to reach 50%
by 2030 compared to global average of 73%. While continuing to invest
in 5G network to be ready for future demands, in the short to medium
term, the Group will continue to focus on its strategy to expand data
services and increase data customer penetration by leveraging and
expanding its leading 4G network. Furthermore, the rollout of 5G
network should primarily cater for home broadband (HBB) and
enterprise customers in top five cities of our key markets.
In assessing mobile money’s longer-term prospects, the Group
considered that it operates in countries with limited traditional banking
services, high cash dependence and high cost of banking which
presents us vast opportunities to expand the mobile money business.
The Group’s strategy for its mobile money value proposition aims at
safety, ease and convenience, assured float and cash availability, and
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
pages 22-23 of this
report), a three-year
prospect horizon, and
our strategy (see
pages 24-33).
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 72-79.
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 a
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.
trust. Additionally, mobile money continues to leverage on the GSM
business by onboarding more mobile services customers, building a
strong merchant ecosystem and expanding distribution channels.
This assessment is prepared based on our business strategy. Adequate
sensitivities and stress tests have been conducted through various
scenarios, both individually and collectively, based on our overall risk
assessment framework.
Our multinational footprint means we’re 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 (Nigeria and
certain East African markets), 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, especially in some 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. In 2023/24, we witnessed a significant currency devaluation
in Nigeria (refer to page 50 for more details) and other devaluations,
mainly in East Africa. Following the devaluation of the Nigerian naira
and subsequent realignment of the several market exchange rates,
we noticed an improvement in US dollar liquidity.
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In some markets, our operating costs are subject to fluctuations in
global commodity prices, market uncertainty, energy costs (such as
diesel and electricity) and so on. Prevailing macroeconomic conditions
and a variety of other factors beyond our control, such as rising global
inflation and the increase in global geopolitical tensions and conflicts,
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.
The company ended the year in a strong cash position. Despite foreign
exchange headwinds, net cash generated from operating activities in
the last 12 months was $2.3bn, and our net debt to EBITDA ratio is 1.4 x
at the end of this financial year. Our cash balances, in conjunction with
$351m of committed undrawn facilities at the date of approval of these
financial statements, ensure we can continue to meet our financial
obligations. With regard to the repayment of the last remaining portion
of the HoldCo bond of $550m, due in May 2024, Airtel Africa expects to
pay this through HoldCo cash already built up from continued strong
upstreaming performance and thus expects no need for refinancing at
HoldCo. In light of current prudent leverage levels of the consistent
strong operating cash generation and HoldCo cash accretion from
upstreaming performance of the company, the Board launched a share
buy-back programme in March 2024. The company plans to purchase
up to $100m worth of the company’s shares over a 12-month period,
subject to applicable regulatory and market conditions.
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 2023/24, the
Group invested about $889m in capex, $737m in tangible capex, and
$152m 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 here:
Sensitivity
performed
Link to principal risks
and uncertainties
Description
Slowdown
in revenue
growth
•
Adverse competition and
market disruption
•
Digitalisation and innovation
•
Geopolitical risks and adverse
macroeconomic conditions
•
Cyber and information
security threats
•
Technology resilience and
business continuity
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’ve modelled stress test scenarios for various levels of slowdown across segments
and revenue streams.
Increase in
operating
expenses
•
Increase in cost structure
•
Geopolitical risks and adverse
macroeconomic conditions
•
Digitalisation and innovation
With operations spread across 14 markets and each country having a different
macroeconomic and business environment with exposure to different levels of
geopolitical risks, there is always a risk of operating costs increasing beyond
projected levels.
Unanticipated
regulatory
and tax levies
•
Uncertainty in policy and
regulatory 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.
Currency
devaluation
•
Exchange rate fluctuation and
shortage of foreign currency
We’re 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’ve 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’ve 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 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
8 May 2024 and signed on its behalf by:
Olusegun Ogunsanya
Chief executive officer
8 May 2024
82
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Governance
report
GOVERNANCE REPORT
83
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In this section
84
Chair’s introduction
86
Our leadership
86
– Board at a glance
88
– Our Board of directors
92
– Our Executive Committee
94
Corporate governance
108
Our compliance with the UK Corporate
Governance Code
114
Engaging with our stakeholders
126
Audit and Risk Committee report
138
Nominations Committee report
146
Directors’ remuneration report
166
Directors’ report
171
Directors’ responsibilities statement
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GOVERNANCE REPORT
Chair’s introduction
On behalf of the Board, I’m pleased to share our corporate governance
report for the financial year 2023/24.
In this report, we give our investors and other stakeholders an insight
into the governance activities of our Board and its committees over the
past year.
Our Board acts in the long-term interests of our key stakeholders to
achieve our purpose of transforming lives. Our corporate strategy
drives our sustainable revenue growth. And our sustainability strategy
underpins our social environmental and governance performance.
We do our best to lead by example.
Over the past five years, by aligning our purpose, values, strategy and
culture and enhancing our corporate reporting, we’ve demonstrated
our commitment to transparency, stakeholder engagement and
the highest standards of corporate governance and regulatory
compliance. This year, we’re publishing our Annual and Sustainability
Reports at the same time – giving shareholders and other
stakeholders a full overview of our financial and non-financial
performance. These two reports have their own objectives, but
together tell the story of how we continue to deliver our strategy,
the transformative impact we have on people and society, and the
people-focused approach we take to being a responsible business
in Africa.
Strategy
Overseeing and implementing our strategy are key responsibilities of
the Board, and this was reflected in our activities throughout the year.
In October, the Board spent two days together reviewing the Group’s
‘Win with’ strategy, which is underpinned by our sustainability strategy
and designed to deliver long-term value for all our stakeholders.
Both our strategy and our business model have shown their strength
during a year in which some markets experienced strong political and
economic headwinds. Inflationary pressures coupled with continuing
FX shortages in Malawi and Nigeria presented significant challenges.
Remaining focused on our growth strategy, strong operational
execution and margin resilience enabled us to withstand formidable
challenges during a period of unprecedented market volatility driven
by macroeconomic and geopolitical factors.
The Board continued to make sure that our resourcing – our capital,
finance and people – is sufficient to achieve our strategy while
continually improving performance and diversity. For example,
repaying the HoldCo debt, due in May 2024, will ensure the continued
success of our balance sheet and derisking strategy. This positions
Airtel Africa to meet the unique opportunities for telecoms and mobile
money in sub-Saharan Africa, where customers and societies are still
underserved by mobile, digital and banking services – such as our new
data centre business, Nxtra by Airtel, launched in December 2023.
The Uganda Initial Public Offering (IPO) is an example of the Board
continuing to support local shareholders and markets while meeting
its regulatory obligations.
See page 99 for more detail on how the Board implemented our
strategic goals during the year.
Robust
governance
Our robust governance
mechanism has built
resilience into our business
and has uniquely shaped
us to capitalise on market
opportunities.
Sunil Bharti Mittal
Chair
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Sustainability
Sustainability is absolutely critical to our ‘Win with’ strategy and a key
focus area for our Board and leadership. We’re making noteworthy
progress on our ESG performance. I’m pleased to report that we’re
on track to deliver on our net zero emissions targets with the launch
of our scope 3 commitment. We continue to work collaboratively
with partners and stakeholders to achieve our sustainability goals,
including through our landmark five-year partnership with UNICEF.
This gives children access to free educational resources, with the goal
of reaching one million children through our programmes by 2027.
Our progress here not only reflects our commitment to corporate
social responsibility, but also the remarkable contributions of our
team members who make it possible.
Enhancing diversity
The Board continues to support programmes and initiatives across
the Group to nurture key talent and improve diversity and inclusion
at all levels. We regularly review our recruitment processes to make
sure they support our aims. We’ve made good progress this year in
improving the gender balance of our wider senior leadership team,
particularly at the country managing director and senior leadership
level. During the reporting period, 35.4 % of new senior managers
and above appointments were women, and our female representation
increased to 28.3% from 26% in the previous financial year. We’ve
again included a gender balance metric in our executive directors’
variable pay scorecard to continue to improve the balance of
our workplace.
Remuneration
Last year, I wrote about the complexity and challenges when it comes
to finding, attracting and retaining highly skilled people across all the
countries in which we operate. While we do everything we can to apply
good practices and fit within a UK compliance framework, we must
balance our ambitions with the realities and demands of the highly
competitive African market. In this light, I was pleased to see the
Investment Association recently acknowledge that to operate on a
level international playing field, FTSE companies need to be able to use
greater discretion – both over the sums awarded in long-term incentive
share schemes and the use of so-called hybrid plans incorporating
restricted stock.
An effective and improving Board
This year was also an active one for changes to our Board, as overseen
by our Nominations Committee.
I’d particularly like to recognise the contributions of two Board
members who stepped away this year. After joining the Bharti Airtel
Limited Board as an independent director, Doug Baillie also retired
from Airtel Africa. Over nearly five years, he consistently brought
valuable insight, support and guidance as an independent director on
our Board and chair of the Remuneration Committee. Doug carefully
handed over the role of Remuneration Committee chair to Tsega
Gebreyes, enabling a smooth transition. We’re delighted that Doug
remains connected to the wider Group and that we can continue to
benefit from his expertise.
Kelly Bayer Rosmarin also left the Board in October 2023. She had
served as a director for two years after being nominated by our
controlling shareholder as per the terms of the relationship agreement.
John Danilovich has also informed the Board that he’ll retire as an
independent non-executive director at the end of this year’s AGM in
July 2024.
In January 2024, we announced that our CEO Olusegun (Segun)
Ogunsanya would be retiring later in the year and that Sunil Taldar
would be stepping into this critical role. Sunil joined Airtel Africa in
October 2023 as our director of Transformation. After a transition
period, on 1 July 2024 Sunil will become CEO and executive director
on the Board and Segun will retire.
On behalf of the Board, I would like to thank Segun for his huge
commitment and contribution to Airtel Africa as CEO and before that
as managing director and CEO of Nigeria, our largest market in Africa.
Under Segun’s leadership, we’ve maintained double-digit revenue
growth and continued to deliver new, industry-leading products to
our customers across Africa.
In addition, as Airtel Africa Charitable Foundation’s inaugural chair,
Segun will continue to build on his deep experience across Africa
and his work as CEO, including his oversight of the launch of our
sustainability strategy. The Charitable Foundation will accelerate our
commitment to sustainability initiatives and charitable operations
across Africa, in particular to promoting digital and financial inclusion,
access to education and environmental protections.
Sunil Taldar brings with him more than 30 years’ business
management experience in the FMCG and telecoms sectors.
We’re delighted to welcome him as our next CEO.
Our most recent Board evaluation confirmed that our Board functions
effectively. It is 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 contributions,
and particularly to the chairs of each committee for establishing and
steering their respective committees during the year.
Section 172 statement
We know that the long-term success of our business rests on how we
work with our many stakeholders. To create and sustain value for all,
we need to continue to engage effectively, create a productive working
environment, and recognise various stakeholder views.
As this is the responsibility of our Board, this year we’re sharing the
detailed stakeholder disclosure in this governance report to explain
how our Board engages both directly and indirectly with our key
stakeholders.
In conclusion
I remain confident that the Board is working effectively, ensuring
the company continues to grow and meet the needs of people
across Africa. 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.
I very much look forward to meeting with shareholders at our AGM
on Wednesday 3 July 2024, which will be live streamed from London.
Along with all the directors attending the AGM, I’m available to
respond to your questions, concerns and suggestions at any time.
Sunil Bharti Mittal
Chair
8 May 2024
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Board composition
GOVERNANCE REPORT
Our leadership
Board at a glance
Planned director changes
30 June 2024
Segun Ogunsanya steps down as CEO
1 July 2024
Sunil Taldar formally joins the Board and becomes CEO
3 July 2024
John Danilovich steps down from the Board at the AGM
9 May 2024
Paul Arkwright joins the Board
Age
20-39
50-59
60-69
70-79
Gender ratio – overall
Male
Female
Ethnicity
Asian British/Indian
Black African
White
3
1
1
1
3
2
Nationality
British
Finnish
Ethiopian
American
Indian
Nigerian
Gender ratio – independent directors
Male
Female
Board tenure
2-3 years
3-4 years
4-5 years
1
3
1
6
3
3
5
3
3
5
3
3
8
3
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Annual Report and Accounts 2024
Skills to support long-term success
NED Board skills
Other listed Board experience
UK-listed Board experience
Regulation
Human resources and culture
Customer experience
International finance/Capital markets/M&A
Finance/Audit/Accounting
Risk management
Strategy
Digital/Fintech/Consumer electronics
Telecoms
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
8
1
1
2
1
1
1
2
2
1
1
1
1
1
3
3
4
5
7
7
7
8
6
9
7
4
5
Core competency
Secondary competency
Tertiary/Not an apparent competency
Compliance with the UK
Corporate Governance Code
The Board continues to assess its approach to corporate
governance by applying the Financial Reporting Council’s UK
Corporate Governance Code (the Code). We are reporting
against the 2018 Code for the year ended 31 March 2024.
For more details, visit frc.org.uk.
The Board confirms compliance against all 2018 Code provisions
except for one: the independence of the chair on appointment
(Provision 9). Our assessment of the chair’s non-independence is
set out on page 108. We continue to apply the Code’s principles
and uphold the spirit of the Code through the work of our Board
and its committees.
The Financial Reporting Council (FRC) has published a revised version
of the UK Corporate Governance Code and updated guidance to
support the Governance Code. For the most part, the changes apply
to financial years beginning on or after 1 January 2025, though
companies will have an extra year to prepare for the changes being
introduced in relation to reporting on internal controls. The Board is
evaluating the impact of the Corporate Governance Code 2024 and
will report on this in next year’s report.
For more detail on our Board structure and compliance with
the Code, see our compliance with the UK Corporate Governance
Code section on
pages 108-125
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Key to committees
AR
Audit and Risk Committee
N
Nominations Committee
R
Remuneration Committee
M
Market Disclosure Committee
S
Sustainability Committee
Committee chair
Date appointed to Board:
July 2018
Independent:
no
Age:
66
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 and
an honorary KBE for services to UK–India business relations.
External commitments
•
Founder and chairperson of Bharti Enterprises and Bharti Airtel
•
Co-Chair of Eutelsat Communications
•
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, 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:
no
Age:
57
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,
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 2012, 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:
no
Age:
62
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, 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 Price Waterhouse and is a qualified
chartered accountant.
Olusegun Ogunsanya
Managing director and
Chief executive officer
M
S
Jaideep Paul
Chief financial officer
S
Sunil Bharti Mittal
Board chair and Nominations
Committee chair
N
Our Board of directors
Our leadership
continued
89
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Date appointed to Board:
April 2019
Independent:
yes
Age:
68
Nationality:
British
Skills, expertise and contribution
Andy brings many years of global financial and strategic experience to the Board.
Through his work with several 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
•
Chair of Water Aid UK
Previous roles
Andy was previously senior independent director 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 several non-
executive directorships in the US, Hong Kong, Germany and the UK.
Date appointed to Board:
April 2019
Independent:
yes
Age:
65
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 several national development projects in Nigeria.
Andrew Green CBE
Senior non-executive director
N
AR
M
Awuneba Ajumogobia
(née Iketubosin)
Non-executive director
R
AR
Date appointed to Board:
April 2019
Independent:
yes
Age:
73
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).
John Danilovich
Non-executive director
R
Date appointed to Board:
October 2021
Independent:
yes
Age:
54
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 plc
•
Founding director at Satya Capital Limited
•
Non-executive director of Mastercard Foundation and Mastercard Asset
Management Corporation
Previous roles
Tsega was formerly a board director and senior executive at Celtel International,
where she played an instrumental role in attracting capital for investments in Africa,
and was a driving force behind the growth of the business through multi-country
expansion across Africa. She has also held various roles at Citibank Group and
McKinsey & Company.
In addition to her senior executive positions, Tsega has served as vice chair and
senior independent director of SES and a director of Sonae Group.
Tsega Gebreyes
Non-executive director and
Remuneration Committee chair
N
R
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GOVERNANCE REPORT
Our Board of directors
continued
Our leadership
continued
Key to committees
AR
Audit and Risk Committee
N
Nominations Committee
R
Remuneration Committee
M
Market Disclosure Committee
S
Sustainability Committee
Committee chair
Date appointed to Board:
April 2019
Independent:
yes
Age:
68
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 Agilus Diagnostics, a subsidiary of Fortis Healthcare, India
•
Member of the corporate board of Sanmar Group Corporate Board
•
Advisor to CDPQ, the Canadian pension fund, and is their nominee on Edelweiss
Credit Limited and an observer on Edelweiss Asset Reconstruction Company Ltd
•
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:
April 2019
Independent:
yes
Age:
53
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, financial
reporting and the payments industry, she brings a keen scrutiny to all governance
and regulatory matters. Annika is our Board sustainability champion.
External commitments
•
Chief legal officer, Europe, of payments service provider Trustly Group AB
•
Member of the Swedish Audit Academy
•
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
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.
Ravi Rajagopal
Non-executive director and Audit
and Risk Committee chair
AR
N
M
Annika Poutiainen
Non-executive director
AR
S
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Date appointed to Board:
October 2018
Independent:
no
Age:
68
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
•
Patron member and former chairman of Digital Infrastructure Providers
Association (DIPA)
•
President emeritus 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:
no
Age:
36
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
•
Board member of several technology companies benefiting from Unbound
investment
•
Managing director of Bharti Global Limited
•
Bharti Space Ltd representative on the Eutelsat OneWeb Board
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
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GOVERNANCE REPORT
Segun Ogunsanya
Managing director and CEO
For biography see page 88
Jaideep Paul
Chief financial officer
For biography see page 88
Carl Cruz
Managing director and CEO, Airtel Nigeria
As managing director and CEO of Airtel Nigeria, Carl is responsible for operations in
our largest market in Africa. He drives the execution of our strategy in Nigeria in line
with Group-level functional teams.
Carl was appointed in May 2023. He has over 31 years of business and corporate
experience from markets across Africa and Asia. Throughout his career, Carl has
managed strategic and directional responsibilities in sales, distribution, customer
and brand development, trade development and commercial engagement.
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 for all our business verticals, 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 Africa
as chief commercial officer in Zambia in April 2017 and was promoted to managing
director in April 2018.
Anwar Soussa
Regional director, Francophone Africa
Anwar is responsible for managing our financial performance and accelerating
profitable growth in our Francophone Africa operations. Anwar 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.
Anwar is a seasoned executive with over 25 years of international experience in
telecoms and technology across Africa, Europe and America. Anwar has been
managing director at Airtel Uganda and managing director at Airtel Chad.
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 past 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, Malawi, Rwanda, Tanzania, Uganda
and Zambia.
Oliver Fortuin
CEO, Airtel Business
Oliver became CEO of Airtel Business (Africa) in 2023. He’s responsible for
developing a strategic plan to advance Airtel Africa’s mission and objectives and to
promote revenue, profitability and growth for B2B. This includes FibreCo, enterprise
and data centres.
Oliver has over 30 years of experience in technology and telecoms around the world,
including EMEA, USA and Asia.
Our leadership
continued
Our Executive Committee
Segment and/or regional directors
93
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Jacques Barkhuizen
Chief information officer
Jacques joined Airtel Africa in 2023. He’s responsible for leading, directing and
implementing our information technology and digital strategy, IT governance and
cybersecurity through understanding business needs, designing solutions and
driving our platform strategy for business growth.
With diversified experience spanning over 25 years across the retail, management
consultancy, banking and telecommunications sectors, Jacques brings a blend of
operational excellence and innovation to Airtel Africa.
Martin P. Fréchette
Chief legal officer
Martin joined Airtel Africa in 2023. He’s responsible for advising on policy and legal
strategies to mitigate against risk and minimise litigious exposure for our operations
and Board of directors.
Martin is an accomplished lawyer with over 25 years of international experience in
telecoms and technology across Africa and Europe.
Ramakrishna Lella
Chief supply chain officer
Ramakrishna 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 Africa.
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 toward best practice.
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. This 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.
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, idiversity and inclusion, 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.
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 has over 25 years’ experience in commercial, digital and transformation
in the telecoms industry across Australia, Singapore and the Middle East.
Sunil Taldar
CEO designate and director of transformation
Sunil joined Airtel Africa in October 2023 as director of transformation. He leads
and oversees key strategic initiatives aimed at transforming our business and
operations. Sunil has more than 30 years’ business management experience in
FMCG and telecoms.
On 1 July 2024, Sunil will be appointed to the Board as an executive director and
take over the role of CEO.
Razvan Ungureanu
Chief technology 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 and 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.
Functional chief officers
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Highlights for the year
Our governance structures
Our Board of directors is responsible for providing effective leadership
and is the primary decision-making group at Airtel Africa. Board
members guide our operational and financial performance, set our
strategy and make sure we manage risk effectively within a framework
of effective controls. In doing so, they consider the interests of a
diverse range of stakeholders.
See
pages 88-91
for details of our Board members
The ultimate owners of Airtel Africa are our shareholders, who play an
important role in our governance structure.
See
page 122
for details on how our Board engages with our shareholders
Our chair leads the Board and makes sure it operates effectively by
cultivating a culture of transparency, challenge and mutual respect.
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 in this section.
We published our second Sustainability Report alongside
this Annual Report. This builds on the commitments set
out in our 2021 sustainability strategy and underscores
our commitment to zero carbon emissions by 2050. It
shares of our journey to net zero and the addition of
scope 3 emissions.
We published our third TCFD statement in line with LR
9.8.6R(8) requiring companies to share a clear statement
of TCFD compliance and in keeping with our roadmap of
last year. Our compliance with the climate-related financial
disclosures in accordance with Sections 414CB of the
UK Companies Act 2006, can be found in the strategic
report, primarily in the TCFD and Risk reports on pages
63-79 and in our references to network resilience.
We improved and fine-tuned 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 and providing affordable
services to our customers – see pages 22-23 for our
business model and see pages 24-33 for our strategy.
We’re delivering on our senior leadership succession plan:
we appointed a new CEO designate and made strategic
additions of a new CEO, Airtel Business, a Francophone
regional director and a chief legal officer to our ExCo to
ensure we can continue to deliver our ‘Win with’ strategy.
We appointed our first woman operating country (OpCo)
managing director: Anne Tchokonte joined as managing
director of Airtel Madagascar in February 2024.
We’re addressing the gender balance challenge across
our OpCos by championing initiatives that support diverse
talent and thought. These critical enablers of sustainable
growth include the Airtel Africa mobility programme,
the ‘Women in technology’ programme and the Airtel
Academy – see page 117 for details.
We continued preparing Airtel Money for listing – see
page 99 for details.
We established new holding and subsidiary company
structures for our Nxtra by Airtel data centre businesses
in support of our ‘Win with technology’ strategy.
We conducted a comprehensive internally facilitated
Board evaluation – see pages 106-107.
Airtel Africa is committed to the highest
standards of corporate governance and I am
pleased to lead an outstanding Board of directors
to deliver the long-term, sustainable growth of
the business.
Sunil Bharti Mittal
Chair
GOVERNANCE REPORT
Corporate governance
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Role of the Board
Chair
•
Provides leadership and guidance and ensures the effectiveness
of the Board in directing the Group
•
Chairs Board and Nominations Committee meetings, sets
meeting agendas and ensures directors have accurate, timely
and clear information
•
Promotes high standards of corporate governance
•
Builds a well-balanced and highly effective Board with a culture of
openness to encourage constructive challenge
•
Facilitates and promotes constructive relations between Board
members and the effective contribution of non-executive directors
•
Acts as a link between executive and non-executive directors
•
Leads the annual review of the Board’s effectiveness
•
Engages with our stakeholders and balances the interests of
all stakeholders
•
Demonstrates objective judgement
CFO
•
Deputises for the CEO and manages
our finances, including treasury and
tax matters
•
Leads the finance, tax, treasury, IT,
investor relations and internal audit
functions
•
Oversees our risk profile together with
the ExCo
•
Agrees our annual operating plan
before formal CEO and Board
agreement
•
Oversees our relationship with the
investment community
Company secretary
•
Provides advice and support to the Board, its committees and
individual directors on corporate governance, compliance and
legal matters
•
Ensures the Board has the policies, processes, information, time
and resources needed to function effectively and efficiently
•
Supports the chair in setting meeting agendas
•
Makes sure directors have accurate, timely and clear information
•
Responsible for all company legal and compliance matters
•
Acts as a link between the Board and its committees and between
non-executive directors and the senior leadership team
CEO
•
Ensures effective leadership and day-to-day running of the
company
•
Leads the ExCo and oversees key functions
•
Develops and implements our strategy, planning and budgeting
and ensures long-term focus
•
Reviews the organisational structure, including development and
succession planning
•
Manages our risk profile and establishes effective internal controls
•
Agrees our annual operating plan before formal Board agreement
•
Ensures the chair and Board are updated on key matters
•
Maintains relationships with stakeholders and advises the
Board accordingly
•
Has overall responsibility for sustainability
Independent non-executive
directors
•
Provide constructive challenge to
executive directors
•
Give strategic guidance to the company
•
Offer specialist advice
•
Serve on Board committees
•
Hold executive directors to account
against agreed performance objectives
•
Devote enough time to the company to
meet their responsibilities
•
Meet at least twice a year without
executive directors present
Senior independent director
•
Acts as a sounding board for the chair
•
Acts as an intermediary for the other
directors, when necessary
•
Is available to shareholders for
discussing issues not resolvable
through the usual channels
•
Chairs Board meetings in the chair’s
absence
•
Leads the Board’s evaluation of the
chair’s performance
Designated Board director for employee
engagement
•
Ensures employee views are considered by the Board, particularly
when decisions might affect employees
•
Strengthens the link between the Board and employees
•
Regularly gathers employee views through a variety of formal and
informal channels and identifies areas of concern
Board
Our Board is responsible for promoting the long-term sustainable
success of Airtel Africa and generating value for all our stakeholders.
It establishes our purpose, vision and core values. It sets our culture
and determines our strategy, risk management, succession and policies.
And it monitors progress against the targets.
For more about the Board’s responsibilities go to
www.airtel.africa
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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
GOVERNANCE REPORT
Corporate governance
continued
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 Board chair and
non-executive director 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 Regulation
(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.
Oversees diversity and
inclusion matters and the
work of the Health and
Safety committee.
Meets every two months.
Chair:
Ravi Rajagopal
Members:
Andy Green
Annika Poutiainen
Awuneba Ajumogobia
Akhil Gupta also attends
as an appointed observer
on behalf of Bharti Airtel.
Chair:
Tsega Gebreyes
Members:
Awuneba Ajumogobia
John Danilovich
Shravin Bharti Mittal also
attends as an appointed
observer on behalf of
Bharti Airtel.
Chair:
Sunil Bharti Mittal
Members:
Tsega Gebreyes
Andy Green
Ravi Rajagopal
Chair:
Andy Green
Members:
Segun Ogunsanya CEO
Ravi Rajagopal
Chair:
Segun Ogunsanya (CEO)
Board members:
Annika Poutiainen (Board
sustainability champion)
Jaideep Paul (CFO)
Management members
(ex officio):
Peter Odedina (Chief
compliance officer)
Simon O’Hara (Group
company secretary)
Oladimeji Olaniyan (Head of
strategy and sustainability)
Rogany Ramiah
(Chief HR officer)
For more on the work
of the Sustainability
Committee, see the
sustainability section of
our Strategic Report on
pages 56-62
and our
2024 Sustainability
Report.
See Audit and Risk
Committee report
on
pages 126-137
See Remuneration
Committee report
on
pages 146-165
See Nominations
Committee report
on
pages 138-145
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Other committees
The Board also delegates certain
responsibilities to our Finance Committee
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.
Executive
Committee
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 managing day-to-day
operations.
The committee meets
fortnightly.
More details on our
ExCo can be found
on
pages 92-93
Operational
Committees
Our ExCo 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 Group
functional heads
participating
•
The Treasury Committee
•
The Executive Risk
Committee
Chair:
Jaideep Paul (CFO)
Members:
Ravi Rajagopal (independent
NED)
Annika Poutiainen
(independent NED)
Segun Ogunsanya (CEO)
Kamal Dua (deputy CFO)
Attendee:
Akhil Gupta represents
the interests of Bharti
Airtel in proposed treasury
transactions (such as bond
refinancing) affecting our
parent group and conveys
actions of Bharti Airtel that
may affect Airtel Africa.
A closer look at…
Governance training
for our subsidiary boards
The directors of our subsidiary businesses
across Africa must meet the legal and
regulatory obligations in their respective
jurisdictions. It’s their responsibility to make
sure they always stay compliant. To this end,
they receive training from external specialist
advisors to understand their responsibilities.
They also attend briefing sessions and have
Board presentations and updates about
regulations that directly affect the company.
During the financial year, our subsidiary
company directors had the following
training:
Kenya
The directors and management of Airtel
Networks Kenya had a sensitisation session
on data privacy and protection from the
Office of the Data Protection Commissioner,
Kenya.
As part of the Board’s work to reach our
sustainability commitments and to align
culture and operations with this priority,
directors also attended a briefing session
facilitated by the sustainability lead in the
company. This highlighted the activities
being undertaken in the country towards
compliance and the role of directors in
reaching this.
Uganda
Following Airtel Uganda’s listing, the
Uganda Stock Exchange (USE) facilitated
a training session on listing requirements
under the USE Listing Rules 2021 for the
Board and management.
Malawi
The new chair of Airtel Malawi plc had
induction training with the managing
director and members of ExCo. This gave an
overview of the company and its operating
environment, financial performance,
and new regulatory, financial and risk
developments.
During the year, we also facilitated
internal training and alignment on good
corporate governance practices and
company secretarial duties for all company
secretaries sitting on subsidiary Boards.
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Enhancing sustainability governance
Corporate governance
continued
Sustainability
Board champion
Reports to each Board
meeting on the work of the
Sustainability Committee.
Sustainability
Committee
Oversees sustainability
strategy.
Audit and Risk
Committee
Ensures integrity and
assurance of ESG data
and metrics.
Remuneration
Committee
Incorporates ESG metrics
in remuneration.
Nominations
Committee
Ensures sustainability
expertise on the Board.
Member of:
•
Board
•
Audit and Risk
Committee
•
Sustainability Committee
Represents the Board
on and at public and
employee-facing matters
and events.
Monitors non-financial KPIs.
Monitors ESG regulatory
landscape and external
reporting.
Undertakes strategic risk
management.
Monitors performance
against ESG metrics to
support remuneration
decisions.
Board
A closer look at…
Governing sustainability matters
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 so that
sustainability is a core Board priority and responsibility. The delivery
of the strategy and its goals is supported by dedicated workstreams
led by sustainability goal-holders (ExCo members).
Our
Board of directors
has ultimate oversight of our sustainability
strategy, its implementation across the business and the integration of
related metrics into remuneration. The Board is updated on progress
on a quarterly basis and approves actions as appropriate. The Board
is also responsible for how we’re managing climate-related risks and
opportunities (CROs). It maintains this oversight through two of its
committees: Sustainability and the Audit and Risk. The Sustainability
Committee oversees the implementation of our sustainability strategy,
while the Audit and Risk Committee oversees our management of risk,
including how we assess and mitigate CROs.
The Sustainability Committee
is chaired by our CEO. It oversees
progress in reaching our operational targets and goals, recommends
updates and improvements, defines the actions and measurements
necessary to achieve our goals, and regularly update the Board – all
while acting as a point of contact for external bodies. The Sustainability
Committee meets every other month and works closely with our ExCo.
The Executive Committee
is responsible for our sustainability strategy
and vision at the Group level. It’s also in charge of implementing the
strategy in all 14 markets and managing the workstreams that follow
from this.
The head of strategy and sustainability
reports to the CEO and
sits on the Sustainability Committee. He’s directly responsible for
integrating our sustainability strategy across the business. This includes
coordinating workstreams across functions and markets, collecting
and analysing data and reporting on sustainability. The sustainability
team works closely with the ExCo to make sure that Airtel Africa is
doing all it can to find innovative and economically effective ways to be
more sustainable. The head of strategy and sustainability also leads
in developing, implementing and monitoring environmental strategies
across the company.
GOVERNANCE REPORT
Our sustainability governance structure
For more on the work of the Sustainability Committee, see
page 96
,
and see our Sustainability Report 2024
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The Board’s focus in 2023/24
During the 2023/24
reporting period, our Board
held six scheduled meetings,
including the regular quarterly
meetings, a strategy session
and the AGM.
It also met an additional two times: first to consider
our CEO succession plan, and again to review our
full year financial statements and Annual Report
approvals process and to approve our second
Sustainability Report. We have good processes
in place for running short and efficient additional
virtual Board meetings to approve matters arising
between meetings.
Strategy
Reviewed our strategic plan and worked to make sure our strategy
stays robust.
Remained focused on our growth strategy, strong operational
execution and margin resilience – this has limited the impact of
inflationary and currency headwinds on the Group.
Received regular updates from the CEO and CFO, as well as business
reviews and senior management presentations.
Reviewed monthly Board reports from the CEO, including financial
position, performance against budget and stakeholder updates.
Considered the articulation of our corporate purpose – building
on our strong purpose, vision and core values as stated in our
business model.
Discussed and reviewed market volatility and political uncertainty,
inflation sensitivities and tax updates with senior management.
Oversaw the launch of Nxtra by Airtel in December 2023, a new data
centre business committed to meeting the continent’s growing needs
for trusted and sustainable data centre capacity and to serving the
fast-growing African digital economy.
Continued to meet our regulatory obligations and to support local
shareholders and the development of local markets with the Uganda
Initial Public Offering in October. 40 billion shares began trading on the
Main Investment Market Segment of the USE.
Airtel Money
Invited the CEO of Airtel Money to attend every Board meeting to
update members on the business, the control and compliance
environment, and on readiness for listing.
Oversaw the completion of the operational separation of Airtel Money
from the GSM business in preparation for its IPO and reviewed the
change management process.
•
Monitored and reviewed the evolving regulatory landscape
•
Reviewed customer, transaction and distribution KPIs
•
Took steps to empower the management team to prepare and
deliver the separation through a share incentive plan
•
Identified key risks under management
•
Reviewed and challenged the effectiveness of the risks and control
framework to ensure an appropriate management system for
financial services and a culture of compliance and accountability
•
Agreed the Airtel Money dividend policy on the recommendation
of the Audit and Risk Committee
•
Tracked the number of regulatory requests and the reasons
for these being raised by regulators in relation to anti-money
laundering and KYC compliance
•
Reviewed ongoing efforts to meet gender balance targets
•
Our senior independent director and member of the Airtel Africa
Audit and Risk Committee attended the Airtel Money Audit and
Risk Committee to provide oversight to on behalf of the Airtel
Africa Board
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 and monitors the results.
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GOVERNANCE REPORT
Corporate governance
continued
Discussed how the Audit and Risk Committee should be assessing and
monitoring culture on an ongoing basis.
Took a closer look at:
•
Our Nigeria operations, including the longer-term consequences of
the naira devaluation on pricing, reinvestment and growth
•
Our IT strategy, including a holistic review of all security projects
•
Our network and IT platforms and their fitness for purpose and
readiness for growth (Andy Green and Kelly Bayer Rosmarin offered
their experience to help resolve resilience issues identified)
•
The performance in Republic of the Congo and Madagascar
•
Our portfolio and geographical strength versus competitors
•
Smartcash PSB business and customer acquisition rates
•
Our data centre plan
•
Our FibreCo business plan
•
Each segment (mobile services, Nigeria – mobile services, East
Africa – mobile services, Francophone Africa – mobile services and
mobile money), discussing the execution of respective business
plans and performance reviews, key highlights and challenges,
and recovery plans for underperforming OpCos
•
Our organisational structure, including restructuring the ExCo to
align with our strategic ambition and reviewing the wider senior
leadership team to enable the CEO to focus on more strategic
matters, reduce the number of direct reports to the CEO,
to build a strong executive pipeline, and to create other
operational efficiencies
•
Our legal and compliance function
•
Airtel Business (B2B) working on organisational design, process
mapping, dedicated and shared resources, incentive plans, and
gaps in capacity and capability
Strategy
The Board’s appraisal and oversight of our strategy is embedded
across its annual plan of work. This includes dedicated strategy days,
business-led strategic updates throughout the year and Board
approvals of specific projects.
Evaluated and debated strategy presentations from management
during the strategy day, reviewed and approved our Group strategy
and supported the sustainability strategy.
Continued to look at opportunities to create more value and expand
our Airtel Money business to revolutionise the financial services
landscape in Africa, particularly Nigeria.
Discussed and identified ways to be more entrepreneurial, while
keeping the highest levels of governance and complying with all
regulations. We achieve this by making business choices with the
mindset of an entrepreneur while delivering with the resources
available.
Spectrum expansion
Established a Board working group to work with the CEO on spectrum
auction matters, recognising the need to act quickly in auctions within
agreed parameters.
Reviewed and revised our investment strategy for buying spectrum
to support our 4G network capacity expansion across 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.
Continued to invest in spectrum across several markets to underpin
growth ambitions. In Nigeria, we acquired 5G spectrum in the 3500
MHz band, and added to our 2600 MHz spectrum. We also acquired
spectrum in the DRC, Kenya, Malawi, the Seychelles, Tanzania,
Uganda and Zambia, which will help us maximise network capacity
and coverage.
Also invested in the renewal of 2100 MHz spectrum in Nigeria,
following substantial spectrum acquisitions over the past year.
This enhanced our network capacity and coverage and reflects our
continued confidence in opportunities across the Nigerian market to
support the local communities and economies through expanding
digital inclusion and connectivity.
Uganda spectrum
In June 2023, the Uganda Communications Commission confirmed
that Airtel Uganda Limited had qualified for the award of the 800 MHz
and 3500 MHz spectrum.
Simplifying our capital structure
Following the capital reduction approval by shareholders at the 2023
AGM, which was subsequently sanctioned by the High Court of
England and Wales, created distributable reserves that the company
can use to facilitate returns to shareholders, whether in the form of
dividends, distributions or buying Airtel Africa shares.
Made significant progress this year and in previous years to reduce
leverage and strengthen our balance sheet.
Given the levels of cash accretion and reduced leverage, and
considering our consistent strong operating cash generation,
in early March the Board launched a share buy-back programme
of up to $100m to run over 12 months. All purchased shares will
be cancelled, leading to a reduction in issued share capital.
Win with distribution
The Board continued to invest in strengthening our distribution
network, with a focus on rural areas. We expanded our exclusive
franchise stores, adding almost 28,000 kiosks and mini shops, and
almost 1,600 Airtel Money branches (AMBs) across our footprint. We
also added more than 59,500 activating outlets, an increase of 20%.
Win with data
Continued to expand our 4G network and launched 5G in several
OpCos to enhance customer experience for mobile users and
broadband enterprise users. Expanding our 4G network and improving
user experience has helped drive increased smartphone penetration,
customer ARPU and consumption per data user across the segment.
Win with mobile money
Focused on growing our ecosystem and driving customer acquisition.
We launched new international money transfer routes, as well as new
loan products and continued to integrate more partners into our
ecosystem.
Win with cost
Continued to enhance cost efficiency through changes in operating
design and our response to macroeconomic changes. Examples are
the rollout of most new sites using green initiatives like solar, batteries
and grid connection.
Embraced robust cost discipline and worked to find new ways to
reduce operating costs by using the technology to optimise our
networks and improve our capital expenditure efficiency.
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Reviewed and approved our second Sustainability Report.
Focused on a fair net zero transition with the adoption of our
scope 3 plan.
The Board continued to commit 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.
Reviewed the Board, committee and senior management
succession plans as presented by the Group chair on behalf
of the Nominations Committee.
At each Board meeting, heard committee chair updates on the work
of each committee and discussed and endorsed committees’ work
as necessary.
Considered ESG and health and safety updates as part of the Board
and Sustainability Committee updates.
Reviewed the full year results for sustainability KPIs and progress
against targets – and set goals and targets for forthcoming year.
Financial/performance
Approved the full year results and financial statements, as well as
the Annual Report and financial statements and accompanying
RNS announcements for the 2023 financial year.
Approved the half year results statement and quarterly statements for
the 2024 financial year and accompanying RNS announcements.
Reviewed company share performance and shareholder/analyst
feedback.
Discussed and approved our budget and annual operating plan for
2023/24 and received updates on execution.
Reviewed and approved our tax and treasury policies
(see
www.airtel.africa
).
Reviewed investor relations, external communications and media
updates at each scheduled Board meeting, and reviewed and
discussed a market and investor update from our corporate brokers.
Approved payment of the interim dividend for the financial half
year 2023/24 and recommended a final dividend for the financial
year 2023.
Continued to focus on strengthening our balance sheet.
Approved the annual operating plan for the year ended
31 March 2024.
Regularly reviewed our financial performance and forecasts.
Endorsed our strategy of reducing external foreign currency debt at
Group level.
Determined a conservative leverage profile with a net debt to EBITDA
ratio of 1.4x as of March 2024 in line with our continued focus on a
strong balance sheet.
Agreed to commit to:
•
A $125m revolving credit facility to provide potential interest
rate savings in exchange for achieving social impact milestones.
These relate to digital inclusion and gender balance with a focus on
rural areas and women and align 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
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 OpCos. These facilities underpin our commitment
to transforming lives across the communities where we operate,
including addressing inequality and supporting economic growth.
Foreign exchange (FX) headwinds and currency
devaluations
Considered currency devaluation sensitivity risk going forward and
how operating leverage and cost efficiencies could offset exchange
rate headwinds and inflationary pressures (Kenyan shilling, Malawi
kwacha, Nigerian naira, Zambian kwacha.)
Nigerian naira devaluation
Considered in detail the changes in the FX market in Nigeria
introduced by the Central Bank. These had a significant impact during
the year on our reported currency revenue growth, although this
should not overshadow our strong overall growth. These changes
will support our businesses longer term in Nigeria, where we continue
to invest, and the Board remains focused on enhancing long-term
value through sustained and efficient growth.
Considered the accounting treatment of the naira devaluation and
whether should be classified as exceptional.
For more on our response to Nigerian naira devaluation, see
page 50
Similar considerations were given to the Malawian kwacha devaluation.
FX scarcity issues
Following the devaluation of the Nigerian naira and Malawi kwacha,
we tracked whether the new foreign currency policy and subsequent
realignment of the several market exchange rates would provide
greater US dollar liquidity over time and help to alleviate the challenges
of the last few years in accessing US dollars in the market.
Reviewed the legal, regulatory and commercial aspects of potential
structures for FX sourcing and repatriation of funds.
Deloitte presented the audit plan and we considered whether this
would drive further improvement in audit quality.
Agreed the viability statement disclosed in the 2023 Annual Report.
Reviewed risk reports, the appropriateness of preparing financial
statements on the going concern basis and the Audit and Risk
Committee’s advice on making a ‘fair, balanced and understandable’
statement in the Annual Report.
Approved the adoption of the going concern basis of accounting in
preparing the half and full year results.
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GOVERNANCE REPORT
Corporate governance
continued
Leadership and employees
Amplified employee listening
Board members participated in diverse events across the Group.
See pages 116-117.
Progressed Board succession planning
Approved the appointment of a new CEO and reduced Board numbers
from 13 to 11. See pages 85, 138 and 140.
Discussed how to support the CEO designate as he moves into his
new role and provided guidance and focus on operational issues.
Reviewed the business separation steps for Airtel Money, as well as
arrangements for Airtel Business (B2B).
Regularly updated by our CEO and chief HR officer on employee
engagement and talent pipeline initiatives, including our ‘Women in
technology’ one-year mentoring programme, the new Airtel Africa
mobility programme and the Digital Labs initiatives.
The chief HR officer provided regular updates on key vacancies (ExCo,
senior leadership and OpCo MDs) and on efforts to improve gender
balance at senior management level.
Win with people
Regularly reviewed our strategy to ensure that we always have the
right people, with the right skills in the right roles at the right cost, who
can demonstrate Airtel Africa’s unique culture. This year we focused
particularly on Airtel Money, Business to Business (Enterprise business,
Nxtra (data centre) and Fiberco) and OpCo network operations.
Supported the growth of young talent through graduate training
programmes.
Heard regular updates from our chief HR officer on talent
considerations including trends in recruitment, staff retention and
turnover, and succession planning.
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 CEO’s ExCo appointment of:
•
Carl Cruz, managing director, CEO Nigeria
•
Anwar Soussa, regional director, Francophone Africa
•
Jacques Barkhuizen, chief information officer
•
Martin P Fréchette, chief legal officer
•
Oliver Fortuin, CEO Airtel Business (Africa)
•
Sunil Taldar, director, Transformation (and CEO designate)
Endorsed the appointments of Kamal Dua, deputy chief finance officer
and Oladimeji Olaniyan, head of strategy and sustainability to the
senior management team.
Invited each regional director and each of the functional ExCo
members to present business updates to the Board on rotation, giving
the Board the opportunity to assess and compare the management
styles of each presenter.
Held a Group talent update: a full organisational and succession
review across the senior leadership team providing our Board with
the opportunity to understand our business requirements and
provide input.
Reviewed our people agenda and the robustness of our succession
plans for improving diversity, talent management and bench strength
and endorsed our talent, culture and employee engagement initiatives.
Agreed to continue to focus on achieving greater gender balance
within our business.
Discussed initiatives to meet diversity targets such as gender-balanced
shortlists and interview panels and new networks to increase
junior-level exposure to management, integration and visibility
initiatives.
Internal control and risk management
Data security
Through the CEO’s monthly and quarterly reports, the Board received
regular data security updates and reviewed cybersecurity initiatives.
Considered and agreed the Group’s risk appetite and principal and
emerging risks and approved risk appetite statements.
Agreed the Modern Slavery Act Statement
(available at
www.airtel.africa
).
Oversaw the November rollout of mandatory compliance training
across the Group and monitored the rollout of online learning
programmes for capability building, functional training and key
competency areas.
The Audit and Risk Committee was briefed on completion and
certification rates for our annual Code of Conduct mandatory training.
The courses included:
•
Code of conduct policy
•
Anti-bribery and anti-corruption policy
•
Anti-fraud policy
•
Information security
Closely monitored and reviewed the impact of the coups in Niger
and Gabon and disruption to international connectivity as a result
of passing through Sudan and Cameroon.
Governance and stakeholders
Considered and approved the notice of Annual General Meeting for
issue to shareholders and the arrangements for the 2023 AGM.
Reviewed related-party transactions during the year, determined that
these were at arm’s length and agreed appropriate disclosures.
Established a regulatory sub-committee of the Board, chaired by
Paul Arkwright, special adviser to the chair and Board. This will:
ensure oversight of geopolitical trends and opportunities to
maximise influence on political and security developments in
our OpCos. It will also:
•
Create a results-focused forum to address regulatory and market
access issues
•
Consider political, legal and reputational risk in the medium term
(including government and policy changes affecting business
operations)
•
Factor in relevant events such as Board meetings, strategy
discussions and visits by our chair to OpCos (including in his
capacity as chair of the G20 B2B Group on integration of
African economies).
This committee does not seek to interfere with the work of the
regulatory team or regional MDs.
Continued to support 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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Held two additional single topic Board meetings to review:
1.
Our Annual Report to ensure it was fair, balanced and
understandable before formal approval at the May Board meeting
2.
Our second Sustainability Report to make sure it was aligned with
our 10-year business plan
Our corporate legal advisors, 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.
Our roadmap to net zero and reducing greenhouse gas
(GHG) emissions
In November 2023, we launched our scope 3 strategy. This focuses on
an ongoing engagement programme across our supply chain with
top-tier partners and suppliers, ensures a regular flow of information,
and enables us to monitor their impact on the environment.
Continued to monitor scope 1 and 2 emissions with the intention to
achieve our near-term target of 62% reduction in scope 1 and 2
emissions intensity by 2032.
Our strategy has been costed and is being rolled out to the business.
For more on our decarbonisation strategy, see our ‘Journey towards a net
zero future’ on
www.airtel.africa
Considered the output and recommendations from the Board and
committees’ effectiveness review, and considered areas of focus and
how to implement these.
Reviewed and approved the directors’ register of interests, and
received details of Board members’ external appointments and
share dealings.
Reviewed our compliance with the UK Corporate Governance Code
and wider statutory and regulatory requirements.
Established the Airtel Africa Charitable Foundation.
Reviewed our Task Force on Climate-related Financial Disclosures
(TCFD) 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 advisors 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 and on capital return considerations
in July 2023.
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GOVERNANCE REPORT
Corporate governance
continued
A closer look at…
Our Board strategy session October 2023
Purpose
To review external changes and understand potential impacts on our long-term strategy.
And to assess both the risk and opportunities we face and identify key topics to consider
continuing maximising both shareholder and stakeholder value.
Attendees
40 people, including our:
•
Board
•
Group Executive Committee (ExCo)
•
Group strategy team
•
Finance team
Reviewing the external context
Our Board discussion was in the context of a challenging operating environment and
unprecedented market volatility driven by macroeconomic and geopolitical factors, including
inflationary pressures, political uncertainty and FX devaluation across several key markets.
In this context, we considered the short-, medium- and long-term impact on our portfolio,
supply chain and stakeholders, and the consequences for our transition to net zero by 2050.
This was set against positive economic prospects in sub-Saharan Africa: a growing
youthful population, rising urbanisation and low unique SIM penetration. For now, persistent
inflationary pressures continue to subdue economic prospects.
Confirming strategic options
Our ‘Win with’ strategy continues to help us create value for our shareholders. We stress-
tested the strategy and its alignment with our purpose by assessing the following areas:
•
The progress made by each OpCo against Group targets, as well as processes supporting
growth and potential opportunities
•
Our financial strategy, including the balance of capital allocation and our approach to
funding accelerated growth
•
Investor priorities and views on our strategy and ambitions
•
The role of our people and our organisational culture, skills and capabilities
•
The optimal business mix to support net zero and deliver long-term value
Outcomes and next steps
We agreed to make sure upcoming Board work includes:
•
Confirming that our strategic pillars are unchanged and that digitisation and sustainability
continues to underpin each pillar
•
Confirming that each of our collaborative businesses – GSM, Airtel Money, Airtel Business
and Airtel Digital – are well placed for their continued focus on growth and execution
•
Approving the strategic priorities for each OpCo and agreeing optimal growth areas
within each
•
Regularly reviewing our capital allocation framework in the context of the evolving
macroeconomic environment
•
Setting an ongoing programme of strategic questions and topics to consider during
2023/24
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Board attendance
Our directors make every effort to attend all Board and committee meetings. During
this reporting period, our Board and committee meetings were fully attended with one
exception. In October 2023, Sunil Bharti Mittal was called to a last-minute meeting with
India’s prime minister, Narendra Modi, and so was unable to attend the scheduled Board
meeting. He passed on his comments through Akhil Gupta and Andy Green, senior
independent director.
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 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 members during 2023/24
Scheduled Board
meetings
Number of additional
Board meetings attended
1
Audit and Risk
Committee
Remuneration
Committee
Nominations
Committee
Market Disclosure
Committee
3
Sustainability
Committee
Sunil Bharti Mittal
2 5
Chair
5/6
2/2
3/3
Segun Ogunsanya
CEO
6/6
2/2
2/2
7/7
Jaideep Paul
3
CFO
6/6
2/2
7/7
Andrew Green
Independent non-executive director
6/6
2/2 10/10
3/3
2/2
Awuneba Ajumogobia
Independent non-executive director
6/6
10/10
6/6
Doug Baillie
Independent non-executive director
4
4/4
3/3
3/3
1/1
John Danilovich
Independent non-executive director
6/6
2/2
6/6
Tsega Gebreyes
Independent non-executive director
6/6
2/2
6/6
1/1
Annika Poutiainen
Independent non-executive director
6/6
2/2 10/10
7/7
Ravi Rajagopal
Independent non-executive director
6/6
2/2 10/10
3/3
2/2
Akhil Gupta
2
Non-executive director
6/6
2/2
Kelly Bayer Rosmarin
2 4
Non-executive director
4/4
2/2
Shravin Bharti Mittal
2
Non-executive director
6/6
2/2
Note: in the table, the first number represents attendance. The number following the divider represents
number of scheduled meetings.
1 Additional unscheduled Board meetings took place in connection with our CEO succession plan,
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.
4
Stepped down from the Board on 1 November 2023.
5
Sunil Bharti Mittal was asked to meet with India’s prime minister, Narendra Modi, and so was unable
to attend the October 2023 meeting.
A closer look at…
Governing the separation
of Airtel Money
Keeping a close eye on progress
During the year, our Board closely monitored
the progress made on restructuring the
Airtel Money Commerce B.V. (AMC BV).
The Airtel Money CEO gave quarterly
presentations and reports to our Board.
These covered areas such as quarterly
performance, financial data, risks and
opportunities, and significant issues. He also
reported monthly to the Board on significant
developments, including the status of the
restructuring project across our mobile
money business and progress against
completion conditions as described in the
investment agreement.
Key interests and concerns
IT and cybersecurity strategies
Through the Audit and Risk Committee,
the Board monitored the rollout of the IT
strategy to ensure platform stability and
service uptime for customers.
Our aim was to enhance the effectiveness
and efficiency of the money transfer
business. We needed to consider the
strict controls exerted by each of the 13
connected central banks and the financial
intelligence departments in each market.
So, the Board requested that management
intervene on a timely basis to minimise
incidents and frauds. To this end, our Audit
and Risk Committee received regular
updates on IT and cybersecurity strategies,
particularly around the Mobiquity platform
upgrade and IT process refinements.
Controls, risks and compliance
Our Board asked Andy Green, as a member
of our Audit and Risk Committee, to
attend AMC BV Audit and Risk Committee
meetings. The committee benefited from
his knowledge, expertise and guidance,
and his quarterly reports to the Board
provided oversight and assurance on how
the committee was monitoring controls
and risk-related issues. Our aim was to
make sure that all controls on potential
significant anti-money laundering
breach, fraud or financial impropriety, or
cybersecurity incidents were appropriately
applied to minimise risks to the Group.
Every six months, our Audit and Risk
Committee chair also met with the AMC
BV Audit and Risk Committee chair and the
AMC BV CEO to discuss strategic matters.
A one-off remuneration vehicle to
successfully deliver the AMC BV IPO
In line with the IPO journey of AMC BV, our
Board approved a one-off Airtel Money
pre-IPO long-term incentive plan (LTIP).
This was intended to motivate, reward
and retain key employees, incentivising
exceptional business performance.
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Board evaluation
Board performance
With the assistance of the company secretary, we evaluated the
effectiveness of our Board and its committees and directors in the
last quarter of the financial year. Our aim was to measure our Board
operations against good practice and the corporate governance
principles referred to in Principle L and Provisions 21, 22 and 23
of the Code.
In 2023/24 the Board evaluation focused on seven core areas:
•
Board composition and dynamics
•
Stakeholder oversight
•
Board support
•
Management and focus of meetings
•
Board committees
•
Strategic oversight
•
Succession planning and people oversight
During the year the Board undertook a second internal evaluation
(the three previous yearly reviews were externally facilitated).
The Group company secretary circulated questionnaires for feedback
on a range of areas to the Board, the directors and each committee.
The evaluation probed the Board’s oversight of wider strategy,
risk management and internal controls, succession planning and
employees, and priorities for change.
A report was prepared on the completed questionnaires and the
secretary relayed the feedback gathered to the chair and senior
independent director. The Board and each committee then discussed
the results in detail, and the chair had follow-up discussions with
directors on the findings. Separately, the senior independent director
held a meeting of the non-executive directors without the chair to
consider the chair’s 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.
In response to the areas identified for focus in last year’s evaluation,
the Board recognised that discussions and interactions between
management and Board members had become more productive
thanks to more time for informal engagement around formal meetings.
While the IT function, cybersecurity and disaster recovery plans had
improved during the year, the Board sought a deeper understanding
of digital and data developments and the threats and opportunities
each presented. The Board also noted that more time and resources
had been allocated to strategic matters, emerging trends and potential
medium- to long-term implications leading to a more meaningful Board
strategy session.
While the Board’s focus on risk during the year resulted in improved
ratings for its oversight of risk, more work is required to mitigate risk.
At the Audit and Risk Committee level, oversight of compliance
controls is good – the Board would like to receive more detail on
this in its own meetings.
From the anonymised survey responses, we identified key focus areas
and recommendations for the Board and its committees.
2023/24 evaluation results
The chair and company secretary presented the reports to the Board
in May 2024 for discussion and review.
Recognising its strengths and areas to develop, the Board and its
principal committees agreed actions for the coming year. For details,
see table ‘Board evaluation 2023/24’.
Conclusions
The 2023/24 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, 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.
Reappointing directors at the AGM
In line with the Code, all directors, with the exception of John
Danilovich, will be putting themselves forward for re-election at our
AGM on 3 July 2024. Sunil Taldar and Paul Arkwright will stand
for election following their appointments on 1 July and 9 May,
respectively. Following the formal performance evaluation described
here and considering each director’s skills and experience (set out on
pages 88-91), the Board concluded that all directors continue to give
sufficient time to their Board duties and believes that the re-election
of all directors is in the best interests of Airtel Africa.
The chair confirmed that the non-executive directors standing for
re-election at this year’s AGM continue to perform effectively, both
individually and collectively. He also agreed that each non-executive
director shows commitment to their roles and continues to provide
constructive challenge, strategic guidance and specialist advice,
including holding management to account.
GOVERNANCE REPORT
Corporate governance
continued
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Board evaluation 2023/24
Outcome
Key findings and areas for focus
Action
General feedback
•
The Board is satisfied with its
composition, expertise and performance
and the content of its meetings
•
The diversity, inclusivity and openness of
the Board are strengths
•
Performance of the committees is strong
and led by respective chairs
•
Continue to encourage an open culture
and productive discussions among
Board members and with ExCo members
•
Improve interactions between
management and Board members
by creating more time for informal
engagement around formal meetings
•
Improve the Board’s understanding of
employee sentiment (the next all-employee
survey is due July 2024)
Strategic oversight
Digital and data developments
Deepen the Board’s understanding of digital
and data opportunities and threats
Risk
•
Continue to focus on risk and ensure
adequate time to discuss risk mitigation
strategies
•
Improving Board-level reporting on
compliance controls
Strategic focus
•
Regular discussions on culture and
values are welcomed
•
There are opportunities to enhance the
strategic focus of the Board discussions,
including around emerging trends and
their medium- and long-term implications
Allocate time and resources to focus more on:
•
Strategic matters – including foreign
exchange liquidity and rate volatility,
regulatory and tax matters
•
Emerging trends and their potential medium-
to long-term implications
•
Our competitive environment
Governance and compliance
•
Review the Board agenda to ensure
an appropriate focus on business,
operational and strategic topics
and balance with governance and
compliance matters
Update the Board agenda to create more
time to discuss operational and strategic
topics
Continue to focus on Board and management
succession planning and on ensuring a strong
pipeline of diverse talent by:
•
Identifying key areas of expertise such as
telecoms and fintech experience, as well
as African resident candidates with specific
finance skills, and pointing our recruitment
and talent pipeline in this direction
•
Continuing to find more opportunities
for Board members to engage with
employees in different locations, such
as during site visits
Company secretary support
There was broad recognition that the
company secretary provides strong
support to the Board
•
Continue to focus on improving pre-read
materials and use of summaries. Materials
should include full slide decks, including
appendices
•
Board presentations should contain no
more than four slides, unless approved
by the CEO
Sustainability strategy
We need to make sure that our
sustainability is central to Board discussions
and our business practices and processes
•
Identify how to fill sustainability
funding gaps
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Airtel Africa plc ordinary shares have been trading on
the main market of the London Stock Exchange since
3 July 2019, so we apply the principles and comply
with the 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.
The principles set out in the Code emphasise the
value of good corporate governance to the long-term
sustainable success of listed companies. Our Board
is responsible for ensuring that we have appropriate
frameworks in place to comply with the Code’s
requirements. This governance report and the
strategic report set out how Airtel Africa has
applied the principles of Code throughout the year.
The Board believes that during the reporting
period the company was in full compliance with all
applicable principles and provisions of the Code
except for Provision 9, as described last year and
set out below.
Teamwork is the essence of good governance –
and achieving solid corporate governance and
transparency in our reporting remains a shared
ambition at Airtel Africa.
Simon O’Hara
Group company secretary
Compliance with the UK
Corporate Governance Code
Code provision not yet met
Provision 9: the chair should be independent on
appointment when assessed against the circumstances
set out in Provision 10.
Explanation
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 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 concluded that these checks and
balances are strong and effective.
Our strong culture has benefited from stable and consistent
leadership at Airtel Africa. 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 Audit and Risk Committee and the
Remuneration Committee are each chaired by an independent
non-executive director. The Nominations Committee is chaired
by Sunil Bharti Mittal.
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.
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.
GOVERNANCE REPORT
Our compliance with the UK Corporate Governance Code
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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.
The Board recognises that, as Airtel Africa continues to grow as a
transformative force for good, it is our duty to uphold the highest
standards of ethical conduct, integrity, and compliance in all that we
do. The Board recognises that each one of us has a responsibility to
adhere to all compliance policies, including the Code of Conduct and
anti-bribery and corruption policy. These policies set expectations for
the behaviour of all employees and are grounded in our core values of
Alive, Inclusive and Respectful.
B. Purpose, vision, strategy and culture
Our purpose is to transform the lives of people across sub-
Saharan Africa.
Airtel Africa is transforming lives across Africa. Our services are
connecting the unconnected, reaching the financially excluded and
bridging the digital divide – which helps unlock the extraordinary
potential for Africa’s people, businesses and economies to grow.
As an African business, serving the communities in which Airtel
Africa people live and work, the company is a partner in delivering
sustainable development objectives in the 14 countries in which
we operate.
Strategy
We’re able to deliver this positive social impact because of the strength
of our business model and our excellence in executing our ‘Win with’
strategy, which is underpinned by our four-pillar sustainability strategy.
Our products, services and programmes foster financial inclusion,
drive digitisation and empower our 152 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 focus on the digitalisation of our products and services, as well
as our internal systems and processes, increasingly functions as an
accelerator for each of our strategic pillars.
Underpinning our strategy for growth is our sustainability strategy.
This supports our well-established corporate purpose of transforming
lives, as well as our continued commitment to sustainable
development and acting as a responsible business. Our sustainability
strategy sets out our goals and commitments to foster financial
inclusion, bridge the digital divide and serve more customers in some
of the least penetrated telecoms markets in the world. This year, we
continued to make strong progress in each of our core strategic pillars:
‘Win with technology’, ‘Win with distribution’, ‘Win with data’, ‘Win with
mobile money’, ‘Win with cost’ and ‘Win with people’.
For more on our strategy, see the strategic report from
pages 24-33
Culture
Our Board believes that a healthy culture – which drives the right
behaviours, protects and generates value and helps employees live up
to our values – will lead to the successful delivery of our business goals.
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 cascaded to
our wider operations and dealings with all stakeholders. Our CEO, with
the help of the CFO, our chief HR Officer and the senior leadership
team, is responsible for the culture within our wider operations.
To enable us to build a high-performing workforce that aligns with our
business priorities, our talent strategy mirrors the four pillars of our
people strategy: talent acquisition, talent development, diversity and
performance management. We continue to build our people and talent
capabilities and our business capacity through:
•
On-the-job learning and encouraging teams to take ownership
of their development, supported by the 70:20:10 development
principle – experience, exposure and education
•
Simplifying and automating HR and employee processes,
removing duplication of work and embedding cross-functional
collaboration
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•
Improving rewards and recognition for employee performance
including fixed, variable and share incentive plans
•
Embedding our pay for performance principles which guides our
reward philosophy and how we review our employee performance
The Board receives regular reports that allow it to examine our
company culture. This has led to Board discussions on topics ranging
from gender balance across the business to how to achieve better
workforce engagement. The Board strives to satisfy itself that policies,
practices and behaviours throughout the business are in line with our
purpose, vision, values and strategy.
In 2024, the directors revised our Board Diversity policy to include
support for the recommendations and targets set out in the FTSE
Women Leaders Review (formerly Hampton-Alexander Review) on
gender balance, the Parker Review on ethnic diversity, and more
generally the Listing Rules. Our Nominations Committee considered
the Board’s diversity as part of director recruitment exercises and
monitors progress against our gender balance targets.
For more information on Board diversity, see
page 144
At each meeting, the Board was updated through the CEO’s quarterly
report on issues affecting the health and wellbeing of employees.
This resulted in several employee wellness initiatives, as well as
support for emergency responses during natural disasters. A key
component of our sustainability strategy is ensuring we create a
safe working environment for all employees.
For more information on employee wellbeing, see
page 116
Our chief internal auditor has a robust reporting framework for
monitoring our compliance culture and includes findings in the
quarterly internal audit report to the Audit and Risk Committee
for subsequent sharing with the Board.
Our Remuneration Committee helps the Board oversee culture by
making sure our remuneration philosophy and principles encourage
behaviours consistent with our purpose, vision, values, strategy and
culture. It does this primarily by focusing on diversity and inclusion,
people and community engagement. The committee tracks
performance in these areas and reports to the Board as appropriate.
Annika Poutiainen is our Board sustainability champion, supported by
the CEO, CFO and company secretary as fellow committee members.
She reports at each Board meeting on the work of the Sustainability
Committee. This meets every two months and receives occupational
health and safety updates enabling directors to monitor key metrics
of our health and safety framework.
Our chief HR officer attends most Board meetings and all
Remuneration Committee meetings to update members on diversity
and inclusion efforts, how we attract and retain talent, succession
planning and employee engagement. The chair of the Remuneration
Committee also includes these topics in his 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 114-125.
For more on how our Board oversees our culture, see
page 116
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We have a
clear ‘win with’
business strategy
We have a clear
sustainability
strategy
We create great
people from a
diverse pool
We ensure
engagement
is at the heart
of our business
decisions
We have a clear
purpose and
vision
We are digitising
our people processes
to improve the
overall employee
experience and create
a more engaging place
to work
We provide coaching
and functional skills
through our digital
learning platform,
programmes and
assessments
Alive: we act with passion
and a can-do attitude
driven by innovation and
an entrepreneurial spirit
Inclusive: we champion
diversity and enrich the
lives of the people and
communities we serve
Respectful: We are
humble, open and honest
and deliver on our
promises
GOVERNANCE REPORT
Our compliance with the UK Corporate Governance Code
continued
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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
pages 70-77
D. Stakeholder engagement
Our Board members are increasingly 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
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 14 active equity research analysts who follow Airtel Africa.
The chair of the Board, the Remuneration Committee chair, other
members of the Group’s senior management such as the company
secretary and head of sustainability, as appropriate, also engage
regularly with investors on a wide range of matters including
governance, people, remuneration and sustainability.
Our Board discusses the impact of all major decisions on our workforce
before drawing its conclusion. Sunil Bharti Mittal is our designated
Board director for employee engagement, given his regular travel to
our OpCos.
Stakeholder considerations are included in every Board paper as part
of the standard template. This ensures that we factor the needs and
concerns of our stakeholders into Board discussions and decisions in
line with section 172 of the Companies Act 2006 (see statement on
page 71).
For more on how we engage with our key stakeholders see
pages 114-125
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 updated 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 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 chief of internal audit and risk assurance,
chief compliance officer and Group company secretary.
A description of our whistleblowing procedures is set out on
page 135
Culture benefits
For the company
For employees
Talent retention and
development
Helps us keep top-performing
talent by offering people a
chance to grow and learn and
showing our commitment
to developing and retaining
good employees
Learning and development
•
Developing new skills and
understanding new
business environments
•
More adaptability and
better problem-solving skills
•
A global mindset, which is
increasingly important given
the rise of interconnected
multicultural teams
Knowledge and skill
transfer
•
Facilitates the transfer of
knowledge and best
practice between OpCos as
well as building capabilities
•
Helps increase innovation
and efficiency in host
OpCos
Career growth
Exposure to new challenges
and skills to accelerate
career growth
Enhanced organisational
productivity
Participants have reported
improved engagement,
morale and job satisfaction,
which enhances our
organisational productivity
Enhanced employee
engagement
Improved engagement,
morale and job satisfaction
Diversity and inclusion
Supports a growing
culture of diverse
thought that welcomes
differing perspectives
Financial benefit
Employees are compensated
during the assignment
Global leadership
development and
competitive advantage
More opportunities to identify
and cultivate future talent
who can navigate complex
business environments
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To help people develop fulfilling and rewarding careers, we have a
performance and reward system. We look to promote internally and
to give people roles where they can grow their skills and capabilities.
Our Airtel Africa mobility programme helps us identify and reward
high-performing teams by sending them to different OpCos to share
and enhance skills.
We continue to identify training needs through manager assessments
and employee input. We also use performance review feedback to
make sure people can develop the skills they need. Our learning and
development provision includes our online learning platform, Percipio,
in-person training, and cross-border and cross-functional training.
All employees are given help, training and encouragement to
reach their potential and use their unique talents. Our efforts are
strategically focused on enhancing functional capabilities and
fostering leadership qualities.
We continually work on cybersecurity awareness through ongoing
employee training ensuring that necessary responses to cybersecurity
risks are clearly understood. We run regular training programmes on
cybersecurity and conduct regular cybersecurity risk assessments to
increase awareness of social engineering fraud and system access
caused by poor security protocols.
For more detail on our learning and development initiatives, see
page 117
of this report and our 2024 Sustainability Report
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
Segun Ogunsanya.
The chair leads our Board and is responsible for its overall
effectiveness in directing the company, its governance and balanced
decision-making. He ensures that we think long term when making
decisions – and that sustainability, including but not limited to climate
change, is considered at the levels of strategy, operations and risk. He
also engages with major shareholders and key stakeholders to make
sure our Board understands and considers their views. He sets the
cultural tone of the businesses and leads initiatives to assess culture.
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 2023/24 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. On separate occasions, the chair and the senior
independent director also meet formally with independent non-
executive directors without executive directors or other non-executive
directors present. Through these meetings, the chair and senior
independent director make sure 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 several safeguards in place to ensure
robust corporate governance during his tenure as chair, including
Andy 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. Board composition and division of responsibilities
Our Board consists of 11 directors: non-executive chair Sunil Bharti
Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep
Paul, six independent non-executive directors and two non-executive
directors. Andy Green, CBE, is the senior independent director and
Simon O’Hara is our Group company secretary.
The Board has an established framework of delegated financial,
commercial and operational authorities that define the scope and
powers of the CEO and of operational management.
For more on our Board and executive roles, see
page 95
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.
The senior independent director provides a sounding board for the
chair, leads the chair’s annual performance evaluation and serves as
an intermediary to other directors when necessary. He is available to
all stakeholders if they have any concerns.
The independent non-executive directors help develop strategy,
review management performance and provide independent insight
and support based on their experience. They also review financial
information and make sure our system of internal control and risk
management is effective. They review succession plans for the
Board and senior leadership, set executive remuneration policy
and engage with key stakeholders and report to the Board on
perspectives. Each serves on or chairs various Board committees.
I. Board processes and role of company secretary
Our company secretary supports the chair, ensuring the Board has
high-quality information, adequate time and appropriate resources.
He also advises the Board on corporate governance and facilitates
professional development for Board members.
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
through a secure online portal. This allows them to prepare for
meetings and to send in their views if unable to attend.
The CEO and the CFO send updates to directors on important issues
between meetings. Directors also receive a monthly report on key
financial and management information, as well as regular updates
on shareholder issues and analysts’ notes.
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 the Company’s expense when necessary
to fulfil their duties to the company.
We take time at the end of each Board meeting to review our Board
and committee processes and to build on actions introduced because
of the annual evaluation exercise. Coordinated by the company
secretary and led by the chair, we consider feedback from Board
members to improve our efficiency.
GOVERNANCE REPORT
Our compliance with the UK Corporate Governance Code
continued
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3. Composition, succession
and evaluation
J. Board appointments
As part of our 2023/24 Board evaluation, we reaffirmed that each of
our independent non-executive directors is independent in character
and that there are no relationships that 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,
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.
For details on our Nominations Committee’s activities and processes during
the year, including changes to our Board and directors, see
pages 138-148
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 88-91 and
the skills matrix on page 87.
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 chose to conduct our first three
evaluations this way to enable us to plan effectively for the future.
See
pages 106-107
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. It makes sure that
our policies and procedures safeguard the independence and
effectiveness of internal and external audit functions and that our
financial and narrative statements are true and complete.
During 2023/24, Deloitte UK performed an external statutory
audit of year ended 31 March 2024, as well as a half-yearly review.
See page 136 for a discussion of its independence and effectiveness.
For more on the activities and processes of our Audit and Risk Committee,
see
page 126-137
N. Fair, balanced and understandable assessment
Pages 15-47 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 132
O. Risk management, internal control and determining
principal risks
As highlighted in the strategy and risk sections of the strategic report,
managing risk 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 126-137
5. Remuneration
P. Remuneration policies and practices
Our remuneration 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. It’s designed to be appropriate for a 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.
There are two key principles of our remuneration policy. One, that
remuneration packages and performance-based schemes should be
aligned with stakeholders’ interests and support our business strategy
and objectives. And two, that the performance-based remuneration
element should be appropriately balanced between the achievement
of short-term objectives and longer-term objectives.
In 2023, changes were made to the remuneration policy and reported
in the 2023 directors’ remuneration report.
Provision 41 engagement with the workforce
During this financial year, we engaged with employees on a number
of issues, including remuneration, in a variety of ways – and in doing
so remain compliant with Provision 41 of the Code.
See
page 115-119
for details
Q. Procedure for developing remuneration policy
The Remuneration Committee regularly reviews our policy to ensure
that it operates as intended, is in line with best practice and is aligned
with our evolving business strategy.
R. Exercising independent judgement
In the year ended 31 March 2024, 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 146-165
for details
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Our section 172 statement
This section explains how the Board engaged with stakeholders’
interests and concerns and considered them when making
business decisions in 2023/24 – in relation to their duties under
section 172 (a) to (f) of the Companies Act 2006.
We aim to consistently apply our purpose, vision and core values –
particularly ‘respectful’ – when making decisions and delivering
our strategy. This helps us meaningfully engage with all our
stakeholders, regardless of the outcome of any particular decision.
Directors are kept informed about our stakeholders’ views in a
number of ways, including through their own direct interactions.
Stakeholder engagement takes place at both Group and local
operational level.
During the year, the Board and its committees considered
information from across Airtel Africa and received presentations
from management. Every Board paper now includes stakeholder
interests relevant to the decisions being considered. Directors
regularly visit our local operations, and we hold Board meetings at
regional offices to hear from representatives of the local business.
These measures enabled the Board to consider the likely
consequences of decisions over the long term and potential
impacts on stakeholders.
We know our stakeholders will hold a range of views about the
decisions we take – and that not everything we do will please
everyone, 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, the
senior independent director, CEO, CFO and our company secretary
are all available to address 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 and data privacy, and always acting
lawfully. 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 they have in
us – and that we have in them.
For more information about our Code of Conduct
and modern slavery policy statement, see
www.airtel.africa
How we work to understand our stakeholders
Identifying our key stakeholders and their interests, needs and
level of influence is fundamental to successfully engaging with
them. Our approach to identifying stakeholders is led by the
AA1000 Stakeholder Engagement Standard, developed by
AccountAbility, a guiding framework for businesses to effectively
interact with their stakeholders. This 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’.
We recognise stakeholders who we have the most significant
impact on and who have the most material influence on our activities.
This year we added media and non-profit or non-governmental
organisations (NGOs) as new stakeholder groups. The priority
stakeholders as identified in our matrix are:
NGOs
Media
Shareholders
Governments and regulators
Our partners and suppliers
Our communities
Our people
Our customers
GOVERNANCE REPORT
Engaging with our stakeholders
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Our customers
As of 31 March 2024, 152.7 million customers across Africa use our
data, voice and mobile money services to connect, live and work.
How we engaged during the year
We do our best to engage with our customers using their preferred
channel and have made significant inroads into giving people
convenient options for interacting with us. Our key interaction points
are digital: MyAirtel app, unstructured supplementary services data
(USSD), our contact centre, automated phone services (IVR), email
and social media.
Customers are also able to receive our services through 782 retail
outlets, where we talk to them about the products and services that
matter to them. Key services at retail outlets include Airtel Money
cash and float services, SIM swap, home broadband sales, post-paid
collections and distribution support.
Capturing our customers’ views through these many channels informs
our customer experience strategy. Using quantitative feedback such
as interaction data and by analysing volume trends, we can identify
which channels customers prefer to access different services.
For qualitative feedback, we ask customers visiting contact centres or
company-owned retail stores to complete a net promoter score (NPS)
survey. This gives us an NPS score that helps us measure customer
loyalty, satisfaction and enthusiasm for Airtel Africa. The score also
enables us to narrow down issues to process, store, or agent gaps.
Our score rose from 15 at the beginning of the year to 29 on
31 March 2024.
We also use customer satisfaction surveys when developing new
products and services.
Board oversight
Our Board is kept informed of customer-focused matters through
CEO and CFO reports, which give an overview of operations by region,
country and sector level. Executive directors are supported by their
senior leadership and marketing teams who provide deeper analysis
of the customer base. From these reports, the Board forms a view
of the interests and priorities of customers and our ongoing
engagement activities.
Interests and concerns
This year, customers continued to prioritise trust, convenience and
reliability. They rely on the speed, uptime and accessibility of our
network to use mobile money services. They also want to make sure
their data and information is secure.
Many of our customers continue to worry about increases in the cost
of living. People want to get as much value for their money as possible
and are concerned about being able to buy more data and making
data last longer.
Outcome and actions
We’ve deliberately diversified to offer customers more solutions that
meet their needs. For example, our Airtel Money business now gives
customers more payment options including utilities, bank-to-wallet
connections and international money transfers.
We’ve strengthened our self-service options for customers to make
sure these are simple, secure and intuitive on channels such as
MyAirtel app, USSD and automated phone services. This allows people
to easily access our bundle information at the point of purchase and
check their balances.
And we’ve empowered our enterprise customers by introducing
a business care portal where they can independently manage
mobile services. They can now see and download statements,
make payments, renew services and raise service requests at
their convenience.
To provide more security for our customers, we’ve enhanced MyAirtel
app’s security features for self-PIN management to protect people
from fraud. And we’ve moved beyond transactions and enhanced
digital engagement on the MyAirtel app with Airtel TV and games to
keep customers connected and entertained.
We now have 152.7 million customers and 38 million customers
with Airtel Money mobile wallets. As a result of our network upgrade
efforts, Airtel Money agents base grew by 53%. And customers
have responded positively to our strategic initiatives, as shown by
the 14-point rise in our NPS score.
Our people
Continually ensuring Airtel Africa is a great place to work involves
creating effective ways to listen to our 4,132 full-time colleagues
across 18 countries.
How we engaged during the year
We’re constantly looking for ways to better communicate and engage
with all our employees to understand their needs and views. We’ve
pursued various initiatives to ensure that our colleagues feel valued,
heard and motivated. Here are some key mechanisms we used during
the year.
Town halls
Our regular town halls at both at Group and OpCo level have been
important in developing a sense of unity and purpose across
the business.
They allow us to communicate and engage with all local teams and
address collective issues. During town halls at Group and OpCo level,
employees can ask questions, make suggestions and raise concerns
with senior leaders.
•
Quarterly all-employee town halls at Group level allow leaders and
independent non-executive directors to share business results,
strategy and sustainability updates, people updates, concerns
and questions on day-to-day business deliverables – feedback
from these is reported to the Board
•
Quarterly town halls at OpCo level allow OpCo executive leadership
to engage with all employees including sales executives and
middle managers
•
The chair holds special town halls when he visits headquarters or
OpCos – this year, he had town halls in Republic of the Congo, Dubai,
Gabon, Kenya and Nigeria
•
Functional CEOs hold town halls with functions to share new ways of
working and catch up with teams
•
An additional all-employee town hall was held following the
announcement of the change of CEO, to introduce Sunil Taldar
and provide an opportunity for Segun Ogunsanya to explain to
his colleagues the reasons for his decision to retire
One-on-one meetings
Senior Group and OpCo leaders meet directly with employees as part
of our open-door policy. Managers also have one-on-one meetings
with their direct reports to discuss business matters and employee
concerns – these include:
•
Skip-level meetings with functional CEOs at OpCo level
•
High-potential employees connecting with business leaders
•
Exit interviews to understand reasons for leaving
HR roadshows
We hold events to share information about benefits and policies
and discuss questions from employees. These are held both in
person and virtually each quarter and include HR directors and
MDs in some OpCos.
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Mentoring
During the year, two of our independent non-executive directors,
Awuneba Ajumogobia and Annika Poutiainen, acted as mentors for
‘Women for technology’ programme participants. The sessions were
virtual, so participants could join from across Africa and were able to
share their own career journeys, tips for growth and their personal
experiences in balancing career and family and navigating the work
environment.
Employee wellness initiatives
Each office has a medical provider visit for two days to carry out health
checks and give advice to employees as needed. This is a mix of virtual
and in person – for example, cancer awareness sessions are virtual
while wellness check-ups are carried out in person.
Business reviews
Our CEO and function heads visit OpCos regularly to engage with
teams – they then raise issues and concerns as needed to our
Group ExCo. In monthly business reviews, regional directors and
our CEO discuss the business health across functions and OpCos.
This includes any important employee issues.
HIVE
Our in-house portal allows us to share policies, employee news, internal
job postings, CEO addresses, CSR and business and brand news
across the business.
To develop our leaders, we ask for 360-degree feedback, including
from direct reports and peers. This is then shared with each manager,
their line manager and the HR team.
Other
In February 2024, we invited our Executive Committee (ExCo), country
MDs and their respective OpCo ExCo members to participate in the
survey focused on the double materiality assessment. The survey
was designed to assess the financial impact of ESG factors on
our performance. Feedback was incorporated into our double
materiality matrix.
For details, see
page 9
of the Sustainability Report 2024
Board oversight
For other details of how the Board engaged with employees and was
kept informed of their interests and concerns, see the focus on people
and culture on page 118 and our Sustainability Report 2024.
Interests and concerns
With 4,132 employees in Airtel Africa, interests and concerns are
wide-ranging. Health and wellness continue to be an important issue,
alongside career growth, rewards, and learning and development.
People are also interested in providing support to the communities
in which they live and work
Changing socio-political environments, rising inflation, higher taxation
in some jurisdictions and currency devaluations have all led to an
increase in the cost of living. This has had a direct impact on our
employees, which we’ve managed to cushion to some extent
through various interventions. Employees asked questions around the
separation of the mobile money business and the impact this would
have on the GSM business – as well as questions on the strategic
and business plans around our data centre business, Nxtra by Airtel.
Outcome and actions
Our CEO, together with other senior executives, welcomed the
opportunity afforded by the town halls to respond directly in a
conversational manner to employee questions directly on our
business performance and organisational changes.
Continuing to understand and respond to the views of employees
will allow us 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.
We invite financial advisors to our workplaces to help employees
manage their money, and our employee assistance programme
provides access to professional counsellors.
We’ve also enhanced medical and life insurance across our OpCos to
ensure comprehensive medical cover and competitive benefits that
reflect our commitment to health and wellbeing.
As part of our retention planning we’ve put in place the Airtel Africa
mobility programme, the ‘Women in technology’ programme,
leadership development and short- and long-term incentives for
employees. Employees also have opportunities to support people in
their communities in areas such as education, health and wellbeing,
and disaster relief.
For more on how we support our communities, see
pages 28-33
of the
Sustainability Report 2024
A closer look at…
Our people and culture
Understanding our people
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 explore 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 – and at least one Board meeting is scheduled to
take place at a regional location with representatives from the
business present.
This year, our annual leadership conclave took place in Dubai
and allowed our employees to engage with Group leaders in
person. It also created opportunities for employees to discuss
both professional matters and learnings across our business.
The leadership conclave also gives us the opportunity to
cascade our vision and annual operating plan and to reward
and recognise our best performing OpCos.
In addition, 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 HR presentations to the Board on the progress of
key HR projects, important talent acquisitions, project updates
such as HR automation, and learning and development and
performance management
•
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 –
our next all-employee survey will take place in July 2024
•
One-to-one meetings between our chair and ExCo members
as well as ExCo and OpCo MDs and other leaders to discuss
employee and personal wellbeing, team updates and
career aspirations
•
Regular ExCo visits where leaders interact with teams at all
levels of the business
GOVERNANCE REPORT
Engaging with our stakeholders
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A closer look at…
CEO engagement in action
In August 2023, our CEO visited Lilongwe, Malawi. There he
interacted with the Airtel Malawi team and hosted an employee
town hall. This provided helpful insight into people’s concerns
about currency devaluation and inflationary pressures and how
this was affecting the livelihoods of the local team. He was able
to share these concerns with the Board, which in turn influenced
the year end salary review and helped to mitigate the impact
of both headwinds on compensation. He also led a delegation
to meet the President of the Republic of Malawi, Dr Lazarus
McCarthy Chakwera. President Chakwera pledged to continue
growing the government-to-business partnership with Airtel
Africa to create meaningful socioeconomic value for all
Malawians through pro-growth modern digital services.
Also in August 2023, Segun joined our Airtel Tanzania
colleagues in Dar es Salaam for the launch of the Airtel 2Africa
submarine cable and our 5G network. The event was attended
by the President of the United Republic of Tanzania, Her
Excellency Dr Samia Suluhu Hassan, senior government
officials and other dignitaries. During the event, guests watched
demonstrations of various applications of 5G technology in
areas like agriculture, mining and health. In his speech, our
CEO praised the government for providing a conducive
environment for business and pledged Airtel Africa’s support
for the government’s efforts to deliver a digital economy.
During the visit, our CEO also hosted an employee town hall to
engage with the Airtel Tanzania team. With the insights gained
during this trip, he returned to the Board seeking additional sites
and towers to provide more coverage in the country. In return,
he asked the local team to increase productivity from existing
sites, which was achieved.
Both trips highlighted the good collaboration between our local
teams and the respective governments in driving digital and
financial inclusion.
Sunil Bharti Mittal is our designated Board director for employee
engagement, given his regular travel to our OpCos. In this role, he is
not expected to take on the responsibilities of an executive director
or the chief HR officer.
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.
Developing our people
To improve employee engagement, we encourage skills development
through short-term assignments and exchanges between OpCos.
Our flagship Airtel Africa mobility programme is designed to
support talent retention, development and succession planning
by giving high-potential and top-performing people exposure
and learning opportunities through an accelerated career
development programme. It allows employees from various
OpCos to share knowledge and learn through long- and short-term
global assignments.
This year, notable Airtel academy programmes included:
•
Executive development programme
– an immersive senior
leadership programme based on psychometric assessments
followed by feedback and coaching sessions.
•
‘Women for technology’ programme (W4T)
– a one-year
programme targeting high performing women employees in
network-, engineering- and digital-related roles within the business.
•
Finance IFRS training
– International Financial Reporting
Standards learning for all finance employees running for six months.
In 2023/24, there were 152 participants, including 33 women.
•
Engineering academy
– our online learning platform with more
than 15,000 courses giving teams access to the latest knowledge
and skills in their fields.
•
Network skills
– through partnerships with Nokia, Ericsson and
Huawei more than 2,700 courses were completed to significantly
upgrade skills within the network functions.
•
Airtel Money and SmartCash PSB
– compliance training on
anti-bribery, anti-terrorism and anti-money laundering as well as
dedicated fintech programmes on compliance, cryptography and
payments. 1,400+ courses completed over 500+ hours by 140+
HQ employees.
•
AIL (India) elementary academy
– a one-year programme to equip
finance assistant managers and senior executives with relevant skills.
Monitoring and shaping our culture
We understand the importance of setting the right tone from the top.
Our Board places great emphasis on making sure our company culture
reflects and reinforces our strategy, purpose, vision and core values.
As such, one of our key focus areas is to monitor and assess the
culture across Airtel Africa.
We recognise that our culture must welcome every person’s unique
contribution and, in doing so, celebrate diversity and inclusion in all
its forms.
The Board monitors and assesses the culture of the Group in various
ways. We meet with the ExCo and management, review the outcomes
of employee surveys, engage directly with individual employees across
the business and listen to feedback from our stakeholders. The chair
meets with every member of the ExCo during the year and is also
the non-executive director responsible for overseeing employee
engagement. He shares his findings at each Board meeting. Every
engagement with our colleagues and other stakeholders is an
opportunity for learning, and this informs the actions and decisions
of the Board.
In May, our chief compliance officer presented a risk management
review paper to the Audit and Risk Committee. This set out the results
of the review, as well as a culture action plan and Group compliance
strategy. In guiding the committee through the culture plan, he
explained the key drivers of organisational culture and our planned
actions. These included using role models, incentives, explicit
messages and governance structures – and also enhancing
independent whistleblowing and assessment mechanisms. This plan
was adopted by the committee and also endorsed by the Board.
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A closer look at…
Monitoring our culture
To meet its 2023/24 objectives of assessing and monitoring our
culture and promoting the alignment of culture with our purpose,
vision and core values and strategy, our Board participated in
certain key activities during the year.
Engagement
Insight
Outcome/actions
The all-employee quarterly town halls
allow employees to ask questions to
Board members. Members of the
Board attend voluntarily when they
can, so that each director has a chance
to hear directly from employees
and employees hear from the CEO
about what the Board is doing
and considering.
Wide-ranging insights at all
levels of the business and a
better understanding of
sentiment and priorities for
colleagues in their day-to-day
operations.
The Board takes employee views into consideration when
making decisions, for example when considering how
to assist people adversely affected by high inflation or
currency devaluation or when setting the sustainability
agenda. (Employees were one of the groups asked to
participate in the double materiality assessment which
informed our revised materiality matrix.) Outputs from
employee engagement sessions are also used to shape
future Board agendas and employee updates.
Whistleblowing reports are reviewed
and monitored for their effectiveness
at every Audit and Risk Committee
meeting, with onward reporting to
the Board.
Insight into how the business
has escalated and resolved
concerns in the year.
The Audit and Risk Committee will continue to monitor the
effectiveness of the whistleblowing policy and report to
the Board on how this supports the openness of Airtel
Africa’s culture.
The Remuneration Committee reviews
our wider workforce policies and
practices, including gender and CEO
pay, and integrates sustainability
measures into short- and long-term
incentive targets.
How remuneration and
remuneration targets can
promote higher performance,
and the extent to which
incentives and rewards are
aligned with our culture.
The Remuneration Committee will continue to report to
the Board on colleague sentiment around workforce
policies and practices.
The Nominations Committee regularly
reviews senior leadership talent and
succession planning.
The importance of
organisational culture in
determining our strategic
priorities and reviewing senior
succession plans.
The Board, Nominations and Remuneration Committee
were engaged throughout the rigorous ExCo recruitment
and selection process.
Through a review of Internal Audit
reports, compliance reports, risk deep
dives, incident reports and policies and
training, our Board and committees
are regularly updated on a broad
range of risk, control and business
integrity matters. These include fraud,
compliance, bribery, corruption
and modern slavery, and standard
supplier policies.
A broad understanding of
practices and behaviours,
and how these align with our
purpose, vision, core values
and strategy – this includes
our supply chain partners.
Appropriate scrutiny and challenge from the Board and its
committees to management as well as assurance over our
approach to managing risk and business integrity matters.
Our employee engagement survey
continues to provide us with insight and
feedback from our people. Through
the chief HR officer’s quarterly report,
the Board reviews the results of the
bi-annual employee survey, particularly
around employee engagement levels
benchmarked against peers, and how
Airtel Africa’s values link to its purpose,
vision and behaviour.
How well our purpose, vision
and core values reflect our
company’s culture and
behaviours, and insight into
areas of focus for functional
training and lifelong learning
opportunities.
Our last employee engagement
survey in 2022/23 achieved
a 91% response rate, 4%
up on 2020/21. Its overall
engagement score was 81% –
a 2% increase.
Actions to address insights from the employee survey
are monitored by the Board through the CEO’s monthly
reports and the chief HR officer’s quarterly updates.
Our new Airtel Africa mobility programme enhances career
opportunities and lifelong learning by enabling employees
to take assignments in other business areas and countries
to impart and learn new skills. This is in addition to critical
skills training in IT and data security and other leadership
programmes. During the financial year, more than 238,475
courses were completed on our digital training platform.
Our total investment into training and development
programmes in 2023/24 is $1.2m.
In response to our 2022/23 employee engagement
survey, we developed our Group-wide app-based
employee assistance programme to enhance our
people’s wellbeing.
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Engaging with our stakeholders
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Provision 41: engagement with the workforce
The Board is satisfied that we complied with Provision 41 of the
Code during 2023/24.
As described, we engaged with employees on several issues,
including remuneration, in a variety of ways. Through various
types of meetings and engagement, our Board informs
employees on executive remuneration and hears their
feedback. We continually seek to improve the Board’s
dialogue with employees and review our approach regularly.
The topic of engaging with our people forms part of the chief HR
officer’s report to each Board meeting. 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 Q3’24 Board and
committee meetings in Dubai (UAE), the Board met both
formally and informally with our wider management team and
other colleagues. A similar opportunity is offered to employees
attending the Q&A session following quarterly Group-wide town
hall meetings.
The Board reviews the results of the employee survey
conducted every other year – last time in 2022 – particularly
around employee engagement levels benchmarked against
peers and how our values link to our purpose, vision and
behaviour. The Board identifies actions and policy changes
needed to address the insights gained from the employee
survey. It monitors the progress of any actions taken through
the CEO’s monthly reports and the quarterly people updates
and presentations by our chief HR officer.
At our Board meeting in January 2024, we agreed that Board
members would meet regularly and virtually with a selection of
different people who are representative of their part of the
business. These conversational meetings are designed to
provide non-executive directors with an opportunity to increase
their visibility with the workforce and gain insights into the
culture and concerns at different levels of the business, and
provide colleagues with an opportunity to share ideas and
concerns with the non-executive directors. We will report on
the impact of these meetings next year.
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.
How we engaged during the year
The services we provide put Airtel Africa at the heart of local
communities, and we’re proud of the role we play in connecting
individuals, businesses and societies across Africa. Listening and
talking to the communities in which we live and work is fundamental
to how we run our business. Our OpCos use various channels in
community communications to ensure accessibility for different
audience groups. These include face-to-face meetings, letters, emails,
text messages, social media campaigns and traditional media activity.
We encourage open and transparent communications. Our
communities can share their interests and concerns with OpCos and
regional offices over a range of channels, including phone, email and
social media. We also actively engage with governments and other
organisations about community issues and initiatives to get their input
and feedback where useful.
Our colleagues are also able to engage with their communities through
volunteering opportunities and providing company donations to
support local people.
Board oversight
Each quarter, the Board is updated on community issues, requests and
concerns, as well as progress in our community initiatives. The Board
hears regular reports from the CEO and sustainability team and also
presentations by regional and country management teams.
In October and November 2023, Board members visited Kenya and
Nigeria and, while they were there, visited some community schools
supported by Airtel Africa.
For more information, see our Sustainability Report 2024 published on
www.airtel.africa
Interests and concerns
People in our communities have many concerns and interests – these
are at the heart of our business strategy. This year, people in our
communities shared these priorities and concerns:
1.
Access to quality education –
young people are being held back
by things like inadequate classrooms, furniture and books as well
as the high cost of data and devices for connecting to the internet.
2.
Environment –
Africa is already reeling from the impact of global
warming, including flooding, hurricanes and earthquakes.
3.
Equitable water distribution –
this continues to be a major
problem across our markets.
4.
Protection of natural resources –
Africa continues to face
challenges such as soil erosion and land degradation, deforestation,
biodiversity loss, poaching and loss of wetlands due to human
activity, urbanisation and agricultural expansion.
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.
We continue to focus on transforming lives through increasing access
to education to help bring lasting change in communities across Africa.
We believe education is critical to closing the opportunity gap in
our communities and help every young person fulfil their potential.
Where specific local needs arise, we also provide tailored support and
solutions in areas such as healthcare, disaster relief, and digital and
financial inclusion.
In light of the double materiality assessment carried out across our
stakeholder groups in March 2024, we take a proactive approach to
conserving our environment by ensuring that our products, operations
and services are safe and have a minimal impact on the environment.
We carry out environmental risk assessments across our business
operations and have robust mitigation plans to address potential
negative impacts that might affect communities in areas where we
operate. We’re constantly improving our environmental management
system to ensure our activities contribute as little as possible to climate
change, pollution and biodiversity loss. This is an integral part of our
sustainability strategy and particularly our environment pillar.
This year, we extended the impact of our landmark five-year
partnership with UNICEF, championing digital education through
online platforms, connectivity and access to digital learning: 13
of our OpCos have launched initiatives in line with three pillars of
this partnership:
1.
Advocacy for education, especially among girls
2.
Provision of access to government-approved educational websites
and online platforms free of charge
3.
Connecting schools to the internet
As of 31 March 2024, we connected 960 schools and provided free
access to 23 zero-rated educational websites and learning platforms.
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Our partners and suppliers
We work with more more than 2,700 partners and suppliers across
Africa, including mobile brands, IT companies and telecoms
infrastructure providers – with the top 100 vendors and suppliers
accounting for 87% of our procurements.
How we engaged during the year
Strong partnerships with vendors and suppliers have always been
an integral part of our business model, and in 2023/24 suppliers
continued to engage with us to discuss win-win solutions.
We continually review relationships with our strategic and material
partners and suppliers. We do this through formal supplier surveys,
reviews and audits. We also initiated regular top tier partners’
roundtables for targeted sustainability initiatives.
The Group also continually monitors policies and procedures
around supplier payment practices, including those relating to the
Group key suppliers, to ensure that they continue to meet wider
industry standards.
In 2023/24, we continued to engage with our top suppliers at both
HQ and OpCo level. This included governance meetings, commercial
meetings and, where necessary, grievance meetings. Our CEO met
peers from our top suppliers regularly during the year, and our OpCo
teams discussed operational matters with suppliers at country level.
Our senior leadership team, including the chair and CEO, was able to
engage with a number of key suppliers at the MWC event in Barcelona
in February 2024 and at the industry-wide GITEX convention in Dubai
in October 2023. The chair shared an account of his meetings with
the Board.
We also hosted an event in December 2023 in Dubai (UAE) during
COP28 in association with the ABLC (United Nations’ Africa business
leaders’ coalition) where we engaged with senior executives from our
peer organisations. We also chose this event to launch our scope 3
decarbonisation programme as part of our journey towards a net zero
future. It was also an excellent opportunity to reinforce the ‘call to
action’ on the African continent.
In February 2024, we engaged with our top partners and other
suppliers at the Capacity Middle East 2024 convention. This is the
region’s leading meeting for digital infrastructure, connecting 2,600+
key ICT players from the Middle East and beyond, representing
carrier, cloud, peering, hyperscale, content, finance, edge, software,
equipment, data centre and satellite industries.
Another key element of engagement in October 2023 was the annual
ESG self-assessment questionnaire (SAQ) where our top 100 vendors
and suppliers were asked to complete a survey and provide us with
deeper insights into the ESG developments withon our value chain and
highlight areas for future improvements. For the results of this survey,
see page 21 of the Sustainability Report 2024.
We also updated our policies and processes to ensure an ethical
supply chain, including our human rights policy, environmental policy,
stakeholder engagement policy, responsible marketing policy and the
Code of Business Ethics for partners and suppliers.
Board oversight
Our Board is kept informed about supply chain initiatives through the
CEO’s monthly Board report and Board presentations from the chief
supply chain officer and the sustainability team.
Interests and concerns
Our engagement with suppliers revealed these main areas of concern
this year:
•
Our scope 3 strategy and reducing the environmental impact of the
value chain
•
ESG topics more broadly
•
The economic situation in some countries – navigating the
economic situation in markets with high inflation and currency
devaluation
•
Supply chain integrity
Not only were ESG topics an important area of engagement this
year for our suppliers, but they also continue to be central for us.
In November 2023, we held our first roundtable with top tier partners
to discuss the approach and long-term ambition to reach net zero
ahead of 2050.
Our top tier partners endorsed our approach to reducing scope 3
emissions, and we published our scope 3 decarbonisation programme
on 30 November 2023 (see www.airtel.africa for details). One of
the key elements of this programme is the partner and suppliers’
engagement programme (PSEP) which focuses on setting long-term
decarbonisation targets across the value chain.
Outcomes and actions
This year, we continued to discuss sales and project plans, bids and
proposals, and ways to expand our collaboration to help suppliers take
full advantage of developing technologies.
On ESG-related matters, we made significant progress in a number
of areas in rolling out our sustainability strategy in our 14 markets.
For more information about our progress, see pages 14-38 of our
Sustainability Report 2024.
In February 2024, we conducted a double materiality assessment with
our top 100 partners and suppliers. The results of this survey underpin
the updated materiality matrix mapping out identified sustainability
topics based on their impact on both financial performance and
external stakeholders’ interests. See our double materiality matrix
on page 9 of the Sustainability Report 2024.
Our recent ESG survey of our top 100 vendors and suppliers had a
76% response rate. This gives us valuable data on environmental
impacts in our value chain to inform our long-term decarbonisation
strategy. The survey also identified opportunities where we can add
the most value in aligning our ESG principles with our supply chain.
At the same time, fuel shortages and price increases in a number of
markets accelerated the partnership programmes we have with key
partners and suppliers to create a more renewable carbon approach
to our operations.
We also used our membership of the joint audit cooperation (JAC)
to good effect. This is an association of telecom operators aiming
to verify, assess and develop ESG implementation across the
manufacturing centres of the most important multinational suppliers.
Members share resources and best practices to implement ESG
practices at various layers of the international supply chain.
In 2023/24, we completed five audits of JAC members giving us
insights into the ESG practices of our partners and suppliers.
JAC membership also provides a shared platform where members
across the telecoms industry can see the audit results of all suppliers.
GOVERNANCE REPORT
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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. This helps us communicate effectively with the
people who implement the policies, laws and regulations that affect
our business.
How we engaged during the year
Our stakeholder engagement plan provides broad guidance on who
should engage with governments and regulators on behalf of the
company, depending on the seriousness and materiality of the issue
under discussion.
This engagement can take various forms. For serious and material
issues, we rely on formal channels. This might involve us writing to a
regulator or government department on an issue of concern or holding
a formal minuted meeting. Other engagement happens at informal
government events, product launches and industry gatherings. We
also engage through local industry associations and international
industry associations, including the global telecoms association 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. Paul Arkwright, the special advisor
to the chair and the Board advises directors on political, legal and
regulatory issues around our 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. 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.
Board oversight
Regulatory issues pose both opportunities and threats to our business.
To manage these issues, the Board relies on a number of governance
processes to guide directors in determining issues that require
focused attention.
The chief regulatory officer reports monthly to the Board on material
regulatory developments across our markets. Materiality is determined
by the focus of the Board, a value or financial impact of $1m or more,
and potential impact on our business reputation. The Board is also
updated on regulatory developments when needed by a special
advisor, our Group company secretary, regional directors and other
subject matter experts.
The Board also has a Regulatory Affairs Committee. This is chaired
by Paul Arkwright and consists of our chief regulatory officer and the
regional directors of our Nigeria, East Africa and Francophone Africa
businesses. The committee meets quarterly and is updated by our
chief regulatory officer on regulatory developments and stakeholder
engagements to inform our approach.
For more details on our sustainability strategy, see
page 56
For our legal and regulatory frameworks section, see
page 20
For how we manage risk, see
page 70
Interests and concerns
This year, governments and regulators showed a particular interest in:
•
Revenue collection and national security
•
Tax collection – connected to a need to boost government revenues
due to subdued national economies
•
Compliance with Know Your Client (KYC) and quality of service
(QoS) requirements – underpinned by national security concerns
as well as making sure consumers have network quality
Digital inclusion also continues to interest governments and regulators.
Operators have been encouraged to meet the coverage obligations in
their licences by addressing coverage gaps and ensuring that rural,
underserved and unserved populations have access to telecoms and
mobile financial services. Meeting coverage gaps in a cost-effective
manner has been a major focus area for our company.
Regulators are also continuing to make spectrum available to
operators to help them offer high-speed data services and increase
broadband penetration. 4G and 5G targeted spectrum continues to
be released.
Regulators have also continued to license mobile financial and fintech
services. Central banks have been very supportive of our Airtel Money
separation. This reinforces their belief that the mobile financial services
business will be adequately financed and able to offer financial
services to the unbanked.
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 anti-money laundering requirements, which are a special
focus area for governments fighting terrorism, money laundering and
the financing of terrorism. Our enhanced compliance management
programme helps management identify areas of non-compliance early
enough to make corrections before the regulator intervenes.
We also monitor the quality of our network to make sure it meets
regulators’ QoS standards, and that their citizens enjoy affordable
coverage and a reliable service.
Specific actions this year towards increasing digital and financial
inclusion include:
•
Partnering with Meta to land 2Africa submarine cable in four of our
markets (the DRC, Kenya, Republic of the Congo and Tanzania) –
this provides high-speed internet access cost effectively and
increases digital inclusion
•
Partnering with OneWeb in a number of our countries so that
businesses and communities not served by terrestrial networks
can be reached by satellite
•
Our Airtel Telesonic companies are focused squarely on investing
in, building, managing and operating national fibre to ensure less
downtime and improve service quality. These are various stages
of getting infrastructure licences
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Shareholders
Through their investments, our shareholders enable us to deliver our
strategy and create long-term value for all stakeholders.
How we engaged during the year
During the year, as part of a proactive engagement programme
organised by our investor relations team, we held conversations with
shareholders through a mix of group and one-to-one meetings.
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
2024 and:
•
Detailed quarterly financial statements and press releases with key
financial and operational updates
•
Live conference calls and presentations held at each quarterly
results announcement
•
Ad hoc shareholder and prospective shareholder meetings and calls
throughout the year
•
Virtual and in-person roadshows with senior management following
the publication of full year, and half year results in May and October
2023 – followed by formal feedback gathering from investors
•
Several virtual and in-person investor conferences attended by the
investor relations team to engage with existing and prospective
shareholders
•
Proactive engagement with the sell-side equity research community
•
Our virtual and in-person AGM, giving shareholders the opportunity
to engage with our Board of directors and ask questions
•
Regular corporate website updates for investors to access investor-
specific information on financial, operating and sustainability issues
affecting Airtel Africa, including updates on key policies to enhance
ESG ratings
Board oversight
The Board receives a detailed report on shareholder engagement,
interests and concerns every month. This also includes:
•
The share price performance and current valuation multiples –
we benchmark the performance of our shares and the company’s
valuation to industry peers to create an understanding of
relative performance
•
A summary of key developments across the industry that affects
both Airtel Africa and our industry peers
•
A detailed analysis of consensus expectations to understand market
expectations for the company compared to internal expectations
•
An update on the composition of the shareholder register with
a focus on key buyers and sellers over the past month
•
An update on research published by sell-side analysts
Corporate brokers also present regularly to the Board at
quarterly meetings.
The CEO, CFO and head of investor relations meet regularly with
institutional investors to discuss strategic issues and to make
presentations on our results.
Committee chairs are also available to engage with major shareholders
regarding their areas of responsibility. Non-executive directors develop
an understanding of the views of major shareholders through regular
updates from the head of investor relations and external advisors.
Interests and concerns
Our shareholders were focused on
five key areas
this year.
1. Sustaining growth across our markets
Investors are concerned about the potential impact on our revenue of
challenging macroeconomic environments and consumer pressures
due to inflation. In addition, there remains continued discussion
around the strong growth of our mobile money business, including the
potential upcoming IPO. Additional avenues of growth, including the
data centre business, also gained traction over the year following the
launch of Nxtra by Airtel in December 2023.
2. Defending profitability given currency headwinds and
inflationary pressure on cost base
The recent significant FX headwinds in some markets and rise in
inflation has generated concerns about our ability to sustain high
levels of profitability across the Group. We explained to investors how
we’ve sought to limit impact by controlling our exposure to US dollar
operating costs and focusing our attention on growing revenues
ahead of inflation.
3. FX concerns and access to US dollars to fund capex/
shareholder returns
Investors were concerned about our exposure to FX volatility across
our markets, particularly in Nigeria. They also had concerns around
the requirement for cash to fund capital expenditure, HQ operating
expenditure, HQ debt refinancing obligations and shareholder returns.
We explained how we aim to address these concerns:
•
Communicating that we’re a diverse business with 14 OpCos.
While Nigeria is our largest market, we’re not reliant on any particular
market to meet our needs
•
Providing a sensitivity analysis to show how currency devaluation
was likely to affect revenues, EBITDA and finance costs
•
Derisking our balance sheet, with over 83% of OpCo debt now in
local currency (compared to over 64% in March 2023)
•
Upstreaming US dollar cash to derisk exposure at HQ. We have
around $680m of cash at HoldCo to repay the HoldCo bond due
in May 2024, using this cash
•
Continuing to upstream cash from OpCos to fund shareholder
returns – this confidence has been reflected in the Board’s decision
to approve a share buy-back
4. Shareholder returns
The ability and willingness of a company to maintain and grow its
dividend through its progressive dividend policy reflects confidence
in its operating performance and outlook. It also reflects a strong
commitment to shareholder value. The recent launch of our first share
buy-back further supports this investor priority.
5. Sustainability
Investors are increasingly interested in our sustainability commitments.
During the year we saw improved ESG ratings, reflecting continued
success in financial and digital inclusion, the publication of ‘Our journey
towards a net zero future’, and increased transparency around
our policies.
GOVERNANCE REPORT
Engaging with our stakeholders
continued
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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. This year we:
•
Approved a share buy-back of up to $100m over a 12-month period
from March 2024
•
Actively engaged with shareholders and analysts around progress
on derisking our balance sheet
•
Communicated the demand for our telecoms and mobile money
services across our markets, which was reflected in resilient revenue
growth trends despite a challenging macro environment
•
Highlighted our ability to sustain growth at a high level (to limit FX
impacts), by offering affordable services to customers. The growth
strategy is predicated on strong customer growth and increased
usage – not on widespread tariff increases
•
Reiterated our continued investment into our networks to future-
proof the business for growth
For more details, see our financial review on
pages 48-55
For more information on how we manage our risk, see
pages 70-72
Media
How we engaged during the year
How people absorb and transmit information is undergoing huge
change. Despite this, the established media – whether print, broadcast
or online – remains influential: trusted and authoritative sources of
information with incredible reach. This is why media relations is a
core part of our communications activity.
We appreciate the strong relationships we have with journalists, and
also between their media organisations and Airtel Africa at Group and
OpCo levels.
We build and nurture these long-term mutually beneficial relationships
in a range of ways. These span media briefings with our spokespeople
(at both Group and OpCo levels), press releases, thought leadership,
events and strategic media partnerships. We regularly update the
Media Centre on our website with our latest news so that journalists
can quickly and easily access relevant information, wherever they
are in the world.
See our recent press releases:
https://airtel.africa/#/pages/media?tab=press_releases
The Media Centre also has a feedback facility, and we use this to
understand media interests and concerns:
https://airtel.africa/#/pages/media?tab=media_contact
Board oversight
We share key media feedback and coverage results on a regular basis
with the Board.
Interests and concerns
Our landmark partnership with UNICEF gained significant media
traction across Africa. Coverage was sparked by launch events, joint
profiling and thought leadership with UNICEF – and also by UN
awareness days, such as the international day of women and girls
in science.
The visit by our chair and CEO to the new president of Nigeria,
President Bola Ahmed Tinubu, attracted much media coverage –
particularly around our chair’s comments on the removal of
government subsidy on petroleum products and the floating of
the naira exchange rate.
Other events which attracted significant Africa-wide media coverage
included:
•
The presentation by our CEO at the GSMA event in Kigali, Rwanda
•
Airtel Rwanda’s October 2023 launch of low-cost 4G phones in
partnership with the Rwandan government
•
The launch of our cable landing station and 5G in Tanzania
•
Our CEO’s published opinion piece on World Teachers’ Day
Outcomes and actions
Our communications strategy focuses on corporate and leadership
profiling, building compelling sustainability narratives and instilling
good practices for consistent and aligned story telling across
our OpCos.
This year, we delivered a regular flow of thought leadership and
positioning opportunities in the media, with a total of 199 positive
opinion articles attributed to our CEO. These pieces contained
high-impact messaging around our commitment to transforming
lives through education, as well as the transformative impact of
digital and financial inclusion in unlocking Africa’s potential.
NGOs
How we engaged during the year
NGOs usually approach Airtel Africa initially by writing to OpCo
managing directors requesting sponsorship or a contribution to
a particular project. This is then followed up by the relevant OpCo.
In Kenya, for example, engagement with NGOs focuses on three
key areas:
1.
Assessing strategic alignment and goal-setting – we make sure
potential NGO partners are addressing issues connected to the
problems we aim to solve (for example, connectivity, education
and financial inclusion). This alignment with our core values,
sustainability goals and mission creates a strong foundation
for collaboration.
2.
Clear communication channels – we establish open and
transparent communication channels to ensure effective
coordination and understanding. For example, Airtel Kenya
and Kenya Red Cross communicate regularly through emails
and virtual calls.
3.
Measurable goals and metrics – see below for examples of
2023/24 achievements.
With our major partner UNICEF, we have regular virtual and face-to-
face meetings to track progress at both Group and OpCo level.
In February 2024, we held our annual Airtel Africa/UNICEF partnership
convention in Dubai (UAE) with OpCo CSR representatives and their
UNICEF counterparts attending for a two-day planning workshop.
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Board oversight
Our Board is kept informed of and approves NGO matters by country
through CEO and CFO reports and through the quarterly Board
sustainability report. These reports allow the Board to understand
the interests and priorities of NGOs, the benefits and opportunities
the relationship provides, and our ongoing engagement activities.
Interests and concerns
Access to quality education was one of the top priorities for our NGO
partners. We were able to source devices for ‘last mile’ connectivity
and internet access and make data more accessible in certain
the countries.
•
In Gabon, the NGOs asked us to provide internships for young
women as well as SIM cards for the Libreville Handicap Association
to open Airtel Money accounts so members could create revenue-
generating businesses.
•
In Kenya, our NGO partner wants to help communities to respond
to humanitarian emergencies to minimise people’s suffering.
It’s working to transform and enrich lives through various
community programmes.
Outcome and actions
We supported our NGO partners in their goals to empower local
communities in many ways:
•
Airtel Gabon provided SIM cards and opened Airtel Money accounts
for members of the Libreville Handicap Association. Airtel Gabon
also offered a three-month internship to ten local women to learn
about various business practices across departments.
•
Airtel Kenya distributed food to 1,000 households in areas affected
by famine. As part of our WASH programme, we also rehabilitated
four boreholes and drilled a new one in drought-stricken areas to
provide a sustainable water supply and access to fresh water for
more than 2,000 households.
•
Airtel Zambia worked to support quality education to vulnerable
children in far flung areas away from railway lines. We adopted two
schools in two provinces and refurbished them to facilitate a good
learning standard.
•
Airtel Uganda supported the National Library of Uganda by
providing internet access and Kawempe Public Library, where
out-of-school young people can use computers and train in basic
ICT skills.
For more details about our commitment to tranform lives through access to
quality education, see
pages 32-33
of
our Sustainability Report 2024
Progress under our flagship partnership with UNICEF championing
digital education through online platforms and connectivity included:
1.
Launching the partnership in 13 OpCos by 31 March 2024
2.
Connecting c.1,200 schools to the internet as of 31 March 2024
3.
Providing 1.7 million of schoolchildren with access to digital learning
free of charge
4.
Creating more awareness for the UNICEF partnership across
our markets
Stakeholder engagement in action
The Board recognises the need to foster positive relationships with
all our stakeholders to build a sustainable business. This section
provides more details on how directors have fulfilled their duties.
The matters we consider differ in relevance for each stakeholder
group, and sometimes stakeholders have conflicting interests.
We aim to consider the key issues relevant to each group and
make decisions that support our vision, purpose, strategy and
long-term success.
A closer look at…
How we considered stakeholder
interests during the year
Consideration
Shareholder returns
Stakeholder
Our investors
Outcome and impact on long-term success
The Board recognises the importance of shareholder
returns and during the year rewarded shareholders by
recommending, subject to the approval of shareholders,
a final dividend of 3.57 cents per ordinary share for the year
ended 31 March 2024. It also approved an interim dividend
of 2.38 cents per ordinary share on 30 October 2023.
In August 2023, the Board announced the cancellation and
extinction of our deferred shares of USD 0.50 nominal value
– the capital reduction. The effect of the capital reduction is
to create additional distributable reserves available for the
company to use to facilitate shareholder returns, whether
in the form of dividends, distributions or share buy-backs.
In its deliberations, the Board considered its progressive
dividend policy and the Group’s strong financial performance,
including its cash position and distributable reserves.
The Board also considered shareholder views.
In Q4’24 the Board also approved a share buy-back
programme of $100m. The Board believes that repurchasing
its own shares is an attractive use of its capital in light of the
Group’s long-term growth outlook.
The Board concluded that approving these dividends and
share buy-backs is in the best interests of the company and
the shareholders. In making theses decisions, the Board
balanced the interests of all stakeholder groups and believed
it was in the best interest of the company to proceed.
GOVERNANCE REPORT
Engaging with our stakeholders
continued
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Consideration
The double materiality assessment*
Stakeholder
Our stakeholders
Outcome and impact on long-term success
In February 2024, we conducted a double materiality
assessment with our stakeholder groups, including partners
and suppliers, to make sure our disclosed information is
relevant to stakeholders and addresses concerns both crucial
to the business and meaningful to those engaged with it.
This builds on our work in 2021 in undertaking a detailed
materiality assessment. The results indicated areas of
sustainability risk and those in which we could make a positive
impact – and this served as a foundation on which to build our
sustainability strategy.
An important part of the sustainability reporting process is
to regularly identify, revise and prioritise the most significant
sustainability issues for Airtel Africa and its stakeholders.
This helps us build credibility and trust by showing a clear
understanding of what matters most to our business and
our stakeholders.
*
An evaluation of the company’s impact on society and environment
combined with an assessment of the impact of social and environmental
issues on company’s financial and operational performance.
Consideration
Celebrating data privacy week in January 2024:
‘Take control of your data’
Stakeholder
Our people
Our customers
Our suppliers
Outcome and impact on long-term success
We joined with other organisations in marking the
international data privacy week by raising awareness about
data privacy and security. The goal was to educate people and
organisations on the importance of safeguarding personal
data. As a responsible custodian of the data of our employees,
customers, suppliers and business partners, we have robust
policies, processes, technical and organisational safeguards
to protect the personal data entrusted to us.
Data is a key competitive advantage for our business, as we
deepen digital and financial inclusion across our markets. It’s
the responsibility of every employee to make sure we protect
the data of the stakeholders that we gather as part of our
day-to-day activities and to comply with our data privacy
and protection policy, information security policy and IT
security guidelines.
During the data privacy week, the data protection officers
across our OpCos worked with the Group compliance team
to create engaging activities to raise awareness around data
privacy. Every employee was urged to participate and learn
how to take control of their own data and protect the personal
data of our stakeholders. Daily updates were delivered to
every employee’s inbox. In making these decisions the Board
balanced the interests of all stakeholder groups and believed it
was in the best interest of the company to proceed.
Airtel Africa works closely with partners
to improve the lives and livelihoods of the
communities in which we operate. Our people
and supply chain play a key role in advancing
our social and sustainability objectives.
Sunil Bharti Mittal
Chair
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This focus on mobile money was in addition to our ongoing review of
ICOFR and non-ICOFR controls for the GSM business and revenue
assurance. For non-ICOFR controls, the internal audit team walked the
committee through the control coverage to show that key high-risk
processes had been incorporated. They also confirmed that the
scoring and rating mechanism would be similar to those used for GSM.
The findings of internal audit reviews during the year in each of these
areas were shared with our committee.
We also reviewed Airtel Africa’s principal and emerging risks. Given the
geopolitical operating environment in some of the markets in which we
operate, we added a new principal risk: geopolitical risks and adverse
macroeconomic conditions. Technology obsolescence was removed
as a standalone principal risk and is now part of the technology
resilience and business continuity risk.
As part of the committee’s oversight of the culture, compliance and
controls environment across the Group, this year we started to invite
to each meeting in turn the CEO and CFO of each operating country.
They present on the risk and control environment under their watch,
including a qualitative assessment and overview of the continuous
controls in place, the risk and fraud environment, the quality of the
current talent and bench strength in the finance team and the state of
the IT systems. So far we’ve had presentations from the DRC, Uganda
and Zambia. Apart from valuable insights into local compliance and
controls environments, this approach has also brought a helpful
understanding of operational and political risks and the strength of
local teams.
The Group continued to experience macroeconomic environment
challenges across our geographies, with FX headwinds in many of our
markets and specifically in Nigeria and Malawi. So our committee paid
special attention to the risk of exchange rate fluctuations and shortage
of foreign currency. We reviewed management’s presentation of the
impact on the business and ensured appropriate disclosures were
made in the financial statements, including, for example, around
exceptional items and constant currency. Principal and emerging risks
and significant judgements made in connection with these risks are
set out on page 74.
In line with previous reviews, 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
pages 63-68
of the strategic report
During the year, we also considered the full year and half year results
and the Q1’24 and Q3’24 trading updates. We gave special attention
to the quality of accounting policies and practices as well as
judgements and disclosures on key accounting matters, particularly
the significant devaluation of the Nigerian naira and Malawian kwacha
currencies. In line with the Group policy on exceptional items, our
committee agreed that the impact of these structural and material
currency devaluations should be classified as exceptional items to
enhance comparability of underlying operations over time. This entails
the devaluation in the Nigerian naira seen in Q1’24 and Q4’24 and the
devaluation of the Malawi kwacha seen in Q3’24.
We also continued to monitor the integrity of our financial statements
and the effectiveness of both the internal and external audit processes.
The Financial Reporting Council (FRC) wrote to Airtel Africa in February
2024 informing us that it had reviewed our interim report for the period
ended 30 September 2023 in accordance with Part 2 of the FRC
Corporate Reporting Review Operating Procedures. Our committee
considered the FRC suggestions on improvements to our existing
reporting and these are incorporated into this Annual Report.
Chair’s statement
Dear shareholder
On behalf of the Audit and Risk Committee, I’m delighted to present
our report for the year ended 31 March 2024. This report gives an
insight into the work carried out by our committee and our discussions
and focus during the year. Our committee continued to fulfil its
responsibilities to a high standard by providing effective independent
oversight, with the support of management and internal and
external audit.
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 Airtel Africa’s 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
and risk management control frameworks.
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 and those relating to fraud management, IT
security and cyber risk. Considering the recent separation of the
mobile money business from GSM, we increased our focus on mobile
money internal controls and compliance across our geographies.
Our committee took deep dives into the monitoring and reporting of
Internal Control over Financial Reporting (ICOFR) and non-ICOFR key
controls to strengthen compliance and monitoring for mobile money.
Committee membership and attendance
Member
since
Meetings
attended/held
Ravi Rajagopal
Chair
April 2019
9/9
Andy Green
April 2019
9/9
Annika Poutiainen
April 2019
9/9
Awuneba Ajumogobia
October 2020
9/9
Ravi Rajagopal
Chair
GOVERNANCE REPORT
Audit and Risk Committee report
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Our schedule of meetings
In addition to scheduled committee meetings, we met 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. As committee chair, 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 continued to operate with openness and transparency, and a spirit
of robust challenge when necessary, to make sure our shareholders
and other stakeholders are protected.
Future focus
Looking ahead to 2024/25, our committee will continue to monitor
macroeconomic conditions, including currency devaluations, affecting
the Group’s performance and assets. We’ll oversee the development of
plans to meet the requirements of the new UK Corporate Governance
Code, including an effectiveness review and certification of internal
controls. Over the past few years, while waiting on the finalisation of
regulatory reforms governing internal controls, we’ve made significant
progress in enhancing our internal controls by voluntarily formalising
the implementation of an ICOFR framework. Several improvements
were made to the ICOFR framework: continuous evaluation of both
key and non-key controls, enhancements of the design and operating
effectiveness of controls, ongoing monitoring, independent
effectiveness testing and reporting. In light of our continual
improvements in internal controls, Deloitte took a controls reliance
approach to our internal controls in certain areas as part of its
statutory audit procedures during the reporting period.
Our committee will also continue to focus on the control and
compliance environment for the Airtel Money business as it prepares
for an IPO. 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.
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 254 for contact
details). I’ll be also attending the 2024 AGM and look forward to the
opportunity to meet and speak with you there.
Ravi Rajagopal
Chair, Audit and Risk Committee
8 May 2024
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
In May 2023, the FRC published the Minimum Standard on Audit
Committees. Following consideration of the requirements of the
standard, we added new responsibilities to our terms of reference.
These included requirements to manage a balance of choice of audit
firms for providing non-audit services and engaging with shareholders
on the scope of external audit.
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.
The Board is satisfied that Ravi Rajagopal has recent and relevant
financial experience. 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.
As a collective, we have a thorough understanding of the telecoms
and mobile money services sectors 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 88-91
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 105.
We also met three times between the end of the financial year and the
signing of this Annual Report.
The Committee Chair also invites other regular attendees including the
CEO, CFO, deputy CFO, Chief internal auditor 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 ExCo leaders sometimes attend and present
to our committee if specialist knowledge is required.
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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 present.
Effectiveness
The Board evaluation reviewed the committee’s effectiveness and
sought feedback from its members. The review concluded that the
committee continued to function well. Its management of meetings,
quality of relationships and communications, and review and
oversight of key areas of responsibility were all considered effective,
with all feedback very positive. In terms of the areas identified for
focus in last year’s evaluation, there were improved ratings for the
committee’s oversight of risk and the effectiveness of its assessment
of internal controls.
We discussed the output of the 2024 evaluation and concluded that
we had operated effectively throughout the year. Areas of challenge
are identified in this report. We also confirmed our areas of focus
for the year ahead.
2023/24 evaluation
Outcome
Key themes and areas for focus
Action
Audit and Risk
Committee
Areas of focus
Increasing the focus on internal controls and
systematic solutions to control issues to ensure
problems are not repeated in other countries
We’ll work to create a more open culture
enabling sharing of concerns and identified
solutions
Continuing to focus on maturing risk
management and compliance culture
We’ll continue to focus on ensuring that the
leadership team embed a culture of risk
management and compliance and ensuring
accountability for controls across all
businesses
We review our terms of reference yearly to ensure clearer alignment with Code provisions and updated FRC guidance.
These terms of reference are available on our website
www.airtel.africa
For details of the Board evaluation, see
pages 106-107
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Our work during the year
At each quarterly meeting, we review summary reports from the Internal Assurance function, as well as financial results and details of actions
taken or proposed plans. We also receive summary reports from our external auditors at the half year and year end. Our committee chair then
reports to the Board on our activities, recommendations and other relevant matters.
The committee’s focus in 2023/24
Strategic focus for risk management and internal control
2023/24 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 reviewed and updated our:
Group principal and emerging risks to include a new geopolitical risk.
Risk appetite framework and adopted key risk indicators (KRIs), and risk tolerance limits for IT to
proactively track our risks across the business.
KRIs were developed across all business functions with quarterly reporting to the Executive risk
committee (ERC) and where applicable to the Audit and Risk Committee. The process began with
the IT function. Our intention is to create an early warning and exception monitoring process
where the attention of management and the Board is only directed at areas or processes where
risks are increasing.
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 page 74
For details of
our principal
and emerging
risks, see pages
75-79
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 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 by:
(i) Tracking the effectiveness of the risk mitigation plans for both principal and functional risks, and
(ii) Risk appetite monitoring and exception-based reporting to the ERC and Audit and
Risk Committee
This enabled us to strengthen our functional risk management process.
•
Enhance the whistleblowing and ethics programme by:
(i) Developing and implementing a holistic communication plan
(ii) Increasing responsiveness and engagement to improve confidence in the process, and
(iii) Analysing and embedding learnings from cases received into organisational culture
As a result, we improved the turnaround time for investigation and closure for whistleblowing
cases and created a unified reporting process and increased awareness of our compliance
programmes.
•
Focus on high-risk areas, including:
(i)
Data privacy
– monitoring and cataloguing data privacy legislation across OpCos and
developing and adopting local OpCo policies
(ii)
Airtel Money
– compliance readiness for the separation and setting up a Nigeria PSB
compliance framework and processes
(iii)
Third-party risk assessment
– an ESG audit of key partners (through JAC)
(iv)
Anti-bribery and corruption (ABAC)
– rollout of a standardised declaration of interest
process and searchable database
See page
129
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2023/24 committee objectives
Actions taken
Cross-reference
Following this focus, we:
•
Kickstarted the Group’s data privacy compliance programme
•
Began running quarterly data privacy capacity building training workshops for OpCo data
privacy officers and legal and regulatory directors
•
Set up a data governance working group (DGWG) to support the organisation’s data
monetisation ambitions from a governance perspective
•
Started working closely with the Airtel Money team to develop a compliance framework
and programme
Fraud risk assessment review:
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 endorsed
the approach outlined and framework and methodology being adopted.
Financing and foreign currency risk review:
we discussed:
•
Exchange rate volatility and devaluation risk
•
The financial reporting implications resulting from the Nigerian naira and Malawian kwacha
devaluation
•
Liquidity and refinancing risk
•
The depth of market and new products, banking landscape and treasury governance
•
Related internal controls and compliance
We discussed mitigation strategies for the devaluation of local currencies against the US dollar
in the medium/long term. We continued to oversee the rebalancing of debt from Group level to
OpCo level.
Airtel Money Commerce B.V. (AMC BV):
we discussed in detail our responsibilities for
overseeing the AMC BV business, particularly given the separation activities and the desire to
avoid any unnecessary duplication of effort with the AMC BV Board. We analysed the current
Airtel Money risk and compliance structure and systems to assess their fitness for purpose.
Our senior independent director attended the AMC BV Audit and Risk Committee as a member
of the Audit and Risk Committee on Airtel Africa’s behalf to provide oversight.
We reviewed the register of significant risks and assessed the regulatory-related implications of a
breach. We reviewed back-end controls and supported actions to strengthen KYC and minimise
commission arbitrage.
IT operations – risk governance and resilience:
we reviewed the risk of technology
obsolescence and examined our network resilience and business continuity plans. We undertook
a detailed review of the security environment. The chief information security officer (CISO)
provided regular updates to our committee on ongoing security projects.
Culture:
we reviewed and approved a risk culture framework. This is being implemented by a
joint team of the enterprise Risk and Internal Audit teams supported by HR. Our committee also
approved a sub-framework focused on measuring and reporting.
This will help the Internal Audit function integrate culture into its audit engagements by assessing
culture behavioural indicators as part of its work. A summary of these indicators will be included in
the quarterly update report submitted to the committee.
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.
For details of
our principal
and emerging
risks, see pages
75-79
Clarifying processes and controls
to help people identify, monitor
and mitigate risk earlier and
more effectively
We continued the process of self-certification by business units to support the rigour of the
internal audit and external audit assurance process. This places accountability for assurance on
operational staff.
We also continued 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):
the results of the proof of concept for the continuous
controls monitoring initiative were presented to the committee during the year and the initiative
was deemed successful. As a result, the framework will be fully implemented across all markets
and extended to include all business lines.
Reviewing the assurance processes
supporting certain aspects of the
TCFD and sustainability sections in
the Annual Report 2024
We reviewed the risks and opportunities resulting from our assessment of climate change and
how these should be reported.
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2023/24 committee objectives
Actions taken
Cross-reference
Supporting the Group’s
sustainability strategy
Airtel Africa is a member of the JAC, an association of telecoms operators aiming to verify, assess
and develop corporate social responsibility implementation across the manufacturing centres of
suppliers.
Membership of the JAC allows us to conduct ESG audits more cost-effectively through cost
sharing with other global telecoms companies.
During the reporting period, Airtel Africa completed five audits at vendor facilities and will
complete a similar number annually. Corrective actions for the issues raised in these audits
will be monitored by the Internal Audit team and validated when completed by the vendors.
We also reviewed the issues presented in audits carried out by other JAC members and
considered these as part of the overall ESG risk profile for our vendors.
See pages
63-64 for our
climate-change
risk disclosures
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 133. We also reviewed existing and emerging
litigation and regulatory risks.
2023/24 committee objectives
Actions taken
Cross-reference
Reviewing financial reporting
controls and considering key issues
and findings raised by the Internal
Audit team
Our committee reviewed the findings and key issues raised by the Internal Audit team and
was satisfied that management had resolved, mitigated or set out action plans for all financial
reporting issues or concerns identified.
See page
135
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 the views of the external auditor
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.
Reviewing the proposed audit
strategy for the year’s external
audit, including the level of
materiality applied
We assessed the detailed audit scope and challenged the key areas of focus and significant risks
identified by the external auditors, in particular, Deloitte’s application of Group and component
materiality. We also monitored the external auditor’s progress against the agreed plan and
considered issues as they arose.
Reviewing the preparation of our
financial statements on a going
concern basis, as set out in our
accounting policies
Having reviewed the going concern assessment, our committee was satisfied and recommended
to the Board the preparation of our financial statements on a going concern basis.
See page
187 for the
statement
Assessing the effectiveness of the
2023/24 audit
Our committee performed a detailed effectiveness assessment of Deloitte’s audit process, which
concluded that the audit was effective. The Board will recommend the reappointment of Deloitte
as external auditor for the year ending 31 March 2025 at the AGM.
See page
136
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. Our committee was satisfied that related-party disclosures in our
financial statements are appropriate.
See page
241
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 2024 Annual
Report has been updated to adopt best practice as appropriate.
See page
132
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2023/24 committee objectives
Actions taken
Cross-reference
Reviewing whether the company’s
position and prospects as
presented in the 31 March 2024
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 alternative performance measures (APMs)
4. The treatment of items as exceptional
5. Feedback from external parties (corporate reporting specialists, remuneration advisors,
external auditors) to enhance the quality of our reporting
6. The FRC’s guidance on what makes a good annual report to ensure our Annual Report is 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 2024 Annual Report and financial
statements presented a fair, balanced and understandable assessment of Airtel Africa’s
position and prospects.
See page
113
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 2023/24.
See page
136
Approving the statutory audit fee
for the year
The 2022/23 statutory audit fee was paid, and our committee approved the fees for the
2023/24 audit.
See page
201
Reviewing the Annual Report 2024
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 AMPs and reported figures?
•
Do we show our progress over time and is there consistency in our metrics and measurements?
•
Does the narrative and analysis in the report and accounts effectively balance the needs and interests of our key stakeholder groups?
Understandable
•
Do we explain our business model, strategy and accounting policies in a simple way, using precise and clear language?
•
Do we break up lengthy narrative with quotes, tables, case studies and graphics?
•
Do we define industry terminology and acronyms?
•
Do we have a consistent tone across the Annual Report?
•
Are we clearly ‘signposting’ to where more information can be found?
Iterations of the draft Annual Report were provided to committee members throughout the production process. Following our formal review
in meetings on 26 April, 2 May and 7 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, 7 May and 8 May 2024.
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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.
2023/24 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 in digital
form under the TD ESEF regulation. We made sure the necessary procedures had been
completed by all parties, including our technical accounting team and an external specialist IT
provider. We asked our external auditor to perform a separate independent voluntary limited
assurance of our ESEF. They confirmed that the ESEF annual report was prepared and marked up
in line with the requirements of the ESEF technical standard. Their ESEF review opinion is included
in this Annual Report.
See page
255
Staying up to date with
regulatory reform
Our committee welcomed the FRC’s Minimum Standard for Audit Committee published in
May 2023. We made sure relevant updates were incorporated into our terms of reference.
Our effectiveness review of the auditor was based on the guidance outlined in the standard.
Our committee also notes that, in January 2024, the FRC published a revised UK Corporate
Governance Code (2024 Code). The 2024 Code includes a limited number of targeted changes,
the primary one being a new requirement for boards to make an annual declaration as to the
effectiveness of their internal controls (Provision 29). Airtel Africa has already started preparing to
implement the reforms by adopting an ICOFR framework and our committee has been receiving
regular feedback on progress. See page 129 for our updates on internal controls.
In the coming year, as we move towards implementation, we’ll continue to enhance our internal
control systems and processes based on self-assessments and evaluations, as well as feedback
from internal audit, external audit and other assurance providers.
See page
136
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.
For details of
the committee
evaluation see
pages 106-107.
Reviewing Group policies
We reviewed and approved updated Group policies in relation to data privacy, ransomware
and information security.
See page 169
Part 2
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.
Significant 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 for the long-term viability statement and going
concern assessment, we reviewed these in depth alongside the Group’s strategy and business model.
Our review covered:
•
The Group’s prospects
•
The period under consideration
•
Principal risks (see pages 75-79)
•
Longer-term cash flow forecasts
•
The sensitivities considered in management’s stress-test to respond to the 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 2023/24 long-term viability statement and more details on the assessment is set out on page 80.
More details about going concern assessment are on page 187.
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Significant issue
How this was addressed by our committee
The treatment of Nigerian and
Malawian currency devaluations
as exceptional items
In June 2023, the Central Bank of Nigeria (CBN) announced changes to the operations in the Nigerian Foreign
Exchange Market. This included abolishing segmentation, with all segments now collapsing into the Investors and
Exporters (I&E) window and the reintroduction of the ‘Willing Buyer, Willing Seller’ model at this window. As a result
of this decision, the US dollar appreciated against the Nigerian naira by 38% in the month of June 2023 where the
exchange rate moved to 756 naira per US dollar as against the opening rate of 465 naira per US dollar.
The after-effects of the CBN announcement continued to impact the exchange rate materially during January
2024 when the Nigerian naira to the US dollar moved to 1,414 per US dollar which was also above the threshold
percentage as per Group’s exceptional item policy.
In addition, in November 2023, the Reserve Bank of Malawi (RBM) also announced structural changes to the
foreign exchange market with its decision to adjust the exchange rate from selling rate of MWK1,180 to a selling
rate of MWK1,700 to the US dollar with effect from 9 November 2023. As part of the structural changes, the
RBM started authorising dealer banks to freely negotiate exchange rates to trade with their clients and among
themselves, notwithstanding any limitations previously in place.
The committee considered and was satisfied that these changes announced by CBN in Nigeria and RBM in
Malawi led to a material impact on the Group financial statements in line with the Group’s policy on exceptional
items and alternative performance measures. The Nigerian naira’s impact for the months of June 2023, and
January to March 2024, and the Malawian kwacha’s impact for the month of November 2023 were, therefore,
presented as exceptional items.
Further, the committee also considered and deemed appropriate the application of the critical judgement on
whether the foreign exchange losses meet the Group’s policy as exceptional and whether the foreign exchange
losses are of a size, nature and incidence that their exclusion is considered necessary to explain the underlying
performance of the Group and to improve the comparability between periods.
See note 2.22, 3.2, 5b and 5c of the financial statements for more details.
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 and the disclosures within the financial
statements and the related disclosure as a key source of estimation uncertainty.
Goodwill impairment
Our committee received and discussed a management paper on impairment and challenged the appropriateness
of the key assumptions and judgements adopted for the annual impairment testing exercise in December 2023.
We considered the level of operating cash flow forecasts, resulting headroom and 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.
For more on Airtel Africa’s goodwill impairment assessment, see note 2.9 of the financial statements.
Alternative performance measures
(APMs)
The Group added ‘Earnings per share before exceptional items and derivative and foreign exchange losses’ as
a new APM during the year. The committee performed a detailed review on the use 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.
For more information on APMs, refer to page 244
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 72-74.
The Board also approved the statement of the principal risks and
uncertainties set out on pages 75-79.
Progress in 2023/24
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.
The key features of our internal control system, which assures
the accuracy and reliability of our financial reporting, are listed on
page 135.
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.
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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 its 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 2024, we investigated
67 incidents received through various touch points and our formal
whistleblowing channels. These were of varying magnitude, with
11 above the ExCo threshold – these and the measures taken in
response have been reported to our committee. Of these 56 cases,
84% 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 that 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, and anti-bribery, 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
The internal audit team provides independent and objective assurance
over the design and operating effectiveness of the Group’s system of
internal control. Our internal audit team considers compliance with
internal policies, regulatory obligations and fraud risk mitigation as
part of its independent testing and evaluation. The team is composed
of individuals at the Group office and in the operating markets.
This enables access to specialist skills and ensures local knowledge
and experience for more effective coverage.
Airtel Africa has also adopted an internal audit co-sourcing model,
where the internal audit activity is supplemented through a
partnership with EY as the internal audit service partner. This ensures
access to additional specialist skills and an extended knowledge base.
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 Group 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.
The committee approves the annual audit plan in the first meeting of
each financial year. We then receive quarterly updates on activities
and progress against the plan. During the year, internal audit focused
on principal risks as well as emerging key risks, including regulatory
compliance, cybersecurity and network resilience.
All key findings and the corresponding mitigation plan from
management are reported quarterly to our committee. We focus more
on unsatisfactory audit results and conduct an in-depth review with
risk owners to gain a comprehensive view of how management will
address the findings. Internal audit monitors the implementation of
all action plans and validates this once completed by management.
Key controls:
the key controls programme continues to evolve and
has been fully implemented across all markets and business lines.
During the year, a control-optimising project was launched to make
sure focus on high-risk processes was maintained, including revisions
to include additional high-risk processes. The committee continues
to monitor this programme through half-yearly validation of testing
results presented by the internal audit team.
The next phase for this programme is to review the possibility
of automation for efficiency and consistency of the validation
testing effort.
Automation:
the internal audit function continues to invest in several
initiatives to improve its effectiveness, particularly in the adoption of
new technologies. The continuous controls monitoring pilot was
successful and this is now being developed as a key programme for
internal audit, to be rolled out across all markets and business lines.
In addition, the internal audit analytics team has established a training
programme for all team members to increase capabilities and audit
execution and enhance the auditing process.
In evaluating the work, effectiveness and independence of internal
audit, our committee drew its own conclusion based on our
experience and regular contact with the chief internal auditor and
our internal audit partners. We will conduct an externally facilitated
review next year as part of our annual evaluation. The committee
also 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.
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Audit and Risk Committee report
continued
Part 4
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, and the lead partner is
Ryan Duffy.
Effectiveness of the external audit process
Our committee makes recommendations to the Board on whether to
reappoint the external auditor, 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 its terms of
engagement and are fully satisfied with its performance, objectivity,
quality of challenge and independence.
We recommended to the Board that they be reappointed as our
external auditor for the 2025 financial year. The Board will recommend
this to shareholders as resolution 15 at our 2024 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 was appointed.
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 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:
1.
A half year review report on Airtel Africa’s interim condensed
consolidated financial statements by Deloitte UK
2.
The audit report on Airtel Africa’s consolidated and company-only
financial statements signed by Deloitte UK
3.
Local statutory accounts audited by each Deloitte Africa team,
with some work performed by Deloitte India
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.
During the year, Deloitte visited the top seven OpCos, as well as the
shared service centre in India and the Group finance team in Dubai.
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.
Bearing in mind the need for relationships with other audit firms, where
we consider our external auditor to have the most appropriate skills,
expertise and safeguards, we may use them for certain acceptable
non-audit services. We will only do so in line with law or regulation or
where there are significant efficiencies to be had when this is 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 provide non-audit services to the Group.
It restricts the provision of non-audit services to those allowable under
the FRC Revised Ethical Standard 2019 and provides a monetary
threshold to management for pre-approved limit.
Under our policy, the committee has delegated to the CEO and
CFO have authority to approve permitted non-audit services up to
$50,000, with any amounts above this needing committee approval.
Our committee reviews and approves any non-audit services with
fees above the monetary threshold or not stipulated by the non-audit
services policy.
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.
Non-audit services work for the financial year included:
1.
Half year review work for our company
2.
Non-statutory audit of Airtel Mobile Commerce B.V. financial
statements
3.
Control attestation in Zambia required by local regulations
4.
Certification of Smartcash Payment Services Bank Limited’s
customers’ deposits required by local regulations in Nigeria
5.
Mobile Money regulatory reporting required by local regulations
in Uganda
6.
ESG assurance and UK Single Electronic Format (UKSEF)
ESEF assurance
The value of this was $2.2m, representing approximately 31% of
Deloitte’s total remuneration as set out in note 8.1 to the consolidated
financial statements on page 201.
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Part 5
Finance Committee
Our Finance Committee is an operational management committee
overseen by 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, FX and
interest-rate hedges
•
Generates reasonable commercial returns on investments to
protect investment capital and ensure desired liquidity
•
Minimises the adverse impact of FX 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 Kamal Dua; 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.
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Chair’s statement
I’m pleased to present the Nominations Committee report for 2023/24
and to share our plans for the coming year. This year was a busy one
for our committee, with several changes to our Board and leadership
team. Let me summarise the main issues that occupied our time.
Succession planning
Our committee oversees succession planning for the Board and the
senior leadership team. We make sure our Board members have the
necessary drive, abilities, experience and diversity to lead Airtel Africa
in delivering on our strategy.
We also monitor succession planning for senior management directly
below the Board to ensure leadership continuity and a strong pipeline
of diverse talent for progression to Board level. We work to support
and encourage a growing pool of people potentially suitable for
senior roles at Airtel Africa. This year, we looked at our people
capability and talent pipeline with a particular focus on gender
and underperforming OpCos.
Changes to the Board
This year has seen some significant changes to the composition of
the Board.
We announced in January 2024 that Sunil Taldar, director of
transformation, will succeed Segun Ogunsanya as managing director
and CEO after Segun’s retirement. Sunil will join the Board as an
executive director and formally take the role of CEO on 1 July 2024.
We’re delighted to welcome Sunil as our next CEO. He’s shown
significant drive and energy in turning around our India business by
focusing on network modernisation, distribution and operational
efficiency.
As mentioned in my introduction to the governance report, I’m
also delighted that Segun has agreed to become our Charitable
Foundation’s inaugural chair. The Charitable Foundation will accelerate
our sustainability initiatives and corporate social responsibility efforts
across Africa. After retiring from Airtel Africa, Segun will also be
available for 12 months to advise our chair, Board and CEO.
I’d also like to recognise the contributions of two Board members who
stepped down this year, Doug Baillie and Kelly Bayer Rosmarin. Doug
served on the Board for nearly five years as an independent director
and chair of our Remuneration Committee. After serving as director
for two years, Kelly stepped down in October 2023 to focus on other
business interests. John Danilovich has also informed the Board of his
intention to retire as independent non-executive director of Airtel Africa
at the end this year’s AGM in July 2024. Paul Arkwright joins the Board
on 9 May 2024.
On behalf of the Board, I would like to thank Doug, Kelly and John for
their immense contribution to our success in building Airtel Africa into
a market-leading mobile service and mobile money provider. I wish
them all the best for the future.
After implementing these changes, our committee focused on
planning for the transition of our longstanding non-executive directors
who were all appointed in 2019 at the time of IPO. Our priority is to
ensure the Board remains well balanced with a strong pipeline of
candidates with the appropriate skills, experience and 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.
As you can see from their biographies on pages 88-91, our committee
chairs and members have recent and relevant skills, experience
and expertise.
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
Committee membership and attendance
Member
since
Meetings
attended/held
Sunil Bharti Mittal
Chair
July 2018
3/3
Andy Green
Senior independent
non-executive director
April 2019
3/3
Ravi Rajagopal
Independent non-executive director
(Audit and Risk Committee chair)
April 2019
3/3
Tsega Gebreyes
Independent non-executive director
(Remuneration Committee chair)
October 2021
1/1
Sunil Bharti Mittal
Chair
Nominations Committee report
GOVERNANCE REPORT
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Changes to the senior leadership team
2023/24 saw a further strengthening of our ExCo with significant
appointments:
•
The appointment of Oliver Fortuin as the CEO for Airtel Business
(June 2023)
•
The appointment of Martin P. Fréchette as chief legal officer
(June 2023)
•
The appointment of Anwar Soussa as regional director,
Francophone Africa (August 2023)
•
The appointment of Jacques Barkhuizen as chief information officer
(October 2023)
•
The appointment of Sunil Taldar as director of transformation
(October 2023) and CEO designate (January 2024)
We also made some significant senior leadership appointments,
welcoming Kamal Dua, deputy chief finance officer and Oladimeji
Olaniyan, head of strategy and sustainability, to our senior
management team.
Our work to identify high-potential executives and to encourage
their development led to several key internal promotions in and
across our OpCos this year. We continue to prioritise gender balance
at all recruitment levels and, in February 2024, we appointed our
first woman MD in Madagascar. Some 43.2% of all our senior
appointments (senior manager and above) were women in the
last half year.
Meanwhile, 28.5% of our OpCo ExCo members are women, excluding
MDs, 21.1% of our senior managers are women, and 27.8% of
employees across the business are women. Our employee base
consists of 43 nationalities.
Engaging with our people
Our people are our greatest asset, and finding and holding on to top
talent in a highly competitive global market is a priority for the Board
and management. This year, our CEO voiced concerns over the
growing challenge of retaining key people in our largest markets.
In Nigeria, for example, we saw top performers leaving for other
countries such as Canada, Ireland and the UK, and valued people lost
to competitors. We acted against this by creating various incentives
beyond cash to attract top performers, including Airtel Africa mobility
and ‘Women for technology’ programmes. We’ve also introduced
revised salary structures and retention packages, and improved
allowances payable. Initiatives such as these are also helping us in
our work to close the gender gap in all of our locations.
As the non-executive director with responsibility for engaging with our
employees, I was delighted to join several employee events during the
year to hear directly from our people and respond to their questions.
This included the leadership conclave in March 2024, when I met with
over 200 colleagues. I shared feedback from this event with the Board.
All our independent non-executive directors are invited to quarterly
all-employee town halls where they can take questions directly
from colleagues.
For more information about our employee engagement, see
pages 115-119
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 its members.
We regularly map the skill sets of our Board members against our
strategy and annual operating plan. This year, 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.
As part of our committee’s governance oversight role, we support the
Board when it considers conflicts of interest and independence issues.
When reviewing conflict authorisations, we look at other appointments
held by the director as well as the findings of the Board evaluation.
Following the review, our committee determined that all non-executive
directors continued to demonstrate independence; the Board agreed
with our conclusion.
In line with the 2018 Code, all directors will retire at this year’s AGM
and, except for John Danilovich, put themselves up for reappointment
(appointment in the case of Sunil Taldar and Paul Arkwright) by
shareholders. Each of our non-executive directors seeking
appointment or reappointment are independent in judgement
and character.
Finally, in this busy year for our committee, we also paid significant
attention to enhancing the effectiveness of the Board and its
committees. We held an internally facilitated Board effectiveness
evaluation, which concluded that the Board continues to operate
effectively with an opportunity to improve in minor areas.
We’re privileged to have a Board with a diversity of skills and
international experience to perform their vital role. This is
invaluable in developing our business strategy and enhancing
our governance capabilities.
Airtel Africa is a multicultural business, and our ethnic diversity is
reflected in our Board, leadership team and employees. We remain
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.
I welcome questions from shareholders on our committee’s activities.
To discuss any aspect of this report please contact me through our
company secretary, Simon O’Hara (see page 254 for contact details).
I’ll also be attending our 2024 AGM and look forward to the
opportunity to meet you and answer your questions there.
Sunil Bharti Mittal
Chair, Nominations Committee
8 May 2024
Planned director changes
30 June 2024
Segun Ogunsanya steps down as CEO
1 July 2024
Sunil Taldar formally joins the Board and becomes CEO
3 July 2024
John Danilovich steps down from the Board at the AGM
9 May 2024
Paul Arkwright joins the Board
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Senior management succession
•
Reviewed our strategy for executive-level succession planning and
monitored progress of the processes in place for achieving this,
including:
–
Considering the Group’s talent development programmes to build
technical and leadership capability
–
Linking contingency planning to individuals’ professional
development at senior management level to help people show
their potential for progression and build a diverse pipeline of talent
•
For Airtel Money, reviewed the trajectory towards listing and the
bench strength of talent to deliver the IPO
•
Discussed and reviewed the reporting lines of our Control and
Compliance functions – suggested that the chiefs of Internal Audit
and Risk and Compliance should report directly to the chair of the
Audit and Risk Committee with a dotted line to the CEO – and that
the company secretary should report to the chair with a dotted line
to the CEO
Diversity
•
Monitored and noted progress against our gender balance targets
at ExCo, country managing director and senior management levels.
We recruited a woman MD in Madagascar. Women now make up
28.5% of our OpCo executive committees leaders, excluding MDs.
Some 21.4% of our senior managers are women, as are 30.5% of
employees across the business.
•
Reviewed policies and processes to promote diversity in our
operating country boards
•
Worked to attract diverse, highly skilled and talented employees by:
–
Tackling unconscious bias
–
Ensuring a gender balance on shortlists for management
positions
–
Promoting a good work/life balance
–
Encouraging equal opportunities for all.
•
Appointed 12 women to senior Group and OpCo roles:
Role
Operating country
Local operating country
committee membership
Director (Finance)
Chad
Executive Committee
Managing director
Madagascar
Executive Committee
Director of marketing
Tanzania
Executive Committee
Director of customer
experience
Uganda
Executive Committee
Director of IT
Nigeria
Executive Committee
Director of HR
Chad
Executive Committee
Director of HR
Airtel India Limited
Director of distribution
Nigeria
Head of shops and retail
postpaid business
Nigeria
General manager of
customer experience
Nigeria
Head of digital platforms
Dubai
Head of operations
Uganda
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 2023/24 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 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 2023/24
Key activities during the year:
Chief executive recruitment
•
Recommended the appointment of Sunil Taldar as CEO to succeed
Segun Ogunsanya on his retirement
Board and committee composition
•
Reviewed the current Board structure, size and composition,
including the skills, knowledge and experience required to
continue to function effectively against an assessment of future
business needs
•
Considered individual directors’ time commitment and overall
effectiveness
•
Took into account the length of tenure of non-executive directors,
and the value of continually refreshing Board membership, in
considering Board succession
•
Considered the need for an appropriate balance of independence
and diversity among Board members
•
Discussed the structure, size and composition of the Board’s
committees
•
Reviewed the Board and committee structure within each business
unit, including Airtel Money and Airtel Business (enterprise, data
centres and FibreCo) and monitored progress against strategy
execution and roadmaps for creating standalone entities
Board succession
•
Recommended to the Board the appointment of Paul Arkwright as
an independent non-executive director
•
Noting that Board members had been appointed in two cohorts in
2018 and 2019, developed an enhanced Board succession plan to
manage a potential volume exit of current members
•
Discussed the changes to the Listing Rules that require one of the
Boards four officers (chair, SID, CEO, CFO) to be a woman by 2025
and incorporated this into the Board succession plan
Nominations Committee report
continued
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Directors’ elections
•
Recommended to the Board that each director be proposed for
re-election by shareholders at our Annual General Meeting (AGM)
in July 2024
Directors’ fees
•
Reviewed the fees paid to the Group chair and the non-executive
directors and agreed to inflation-linked increases in line with
benchmarking data to stay competitive
Committee evaluation
•
Oversaw the Board effectiveness evaluation and discussion of
feedback, observations and recommendations from this review,
including evaluating whether each non-executive director was
dedicating enough time to their duties
Committee terms of reference
•
Reviewed and approved our terms of reference before making
a recommendation to the Board. In completing this review, our
committee concluded that the terms of reference are appropriate
and reflect the way in which we discharge our duties
•
Reviewed the committee’s performance during the year against its
terms of reference and concluded that it was operating effectively
•
Reviewed individual director independence to check for conflicts of
interest and found there no concerns regarding the contribution or
commitment of any directors
Annual General Meeting (AGM)
•
Received and discussed a detailed AGM briefing from the company
secretary, including voting results, shareholder feedback and
engagement in the lead up to the AGM
Employee engagement
•
Stayed up to date on projects to attract new people and support
existing employees, such as our ‘Women in technology’ programme,
Airtel Africa mobility programme, young technology leaders 2023
training programme and Digital Labs in Nigeria
•
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 Lab programme to
improve physical and mental health
Foundation
•
Discussed the leadership of the Airtel Africa Charitable Foundation,
potential trustees and staffing
International Women’s Day
In addition to the equality, diversity and inclusion-related
initiatives and campaigns across our OpCos, we celebrated
International Women’s Day for the third consecutive year.
Employees took part in talks, debates and activities to recognise
women across our business and to consider some of the
barriers and challenges facing women in the workplace.
As at 31 March 2024
28.3%
Gender balance in our workforce (26% in 2022/23)
35.4%
Percentage of female new starters (senior managers and
above)
Board tenure as at 31 March 2024
Appt. date
2-3 years
4-5 years
6-7 years
Sunil Bharti Mittal
July 2018
Akhil Kumar Gupta
Oct 2018
Shravin Bharti Mittal
Oct 2018
Andy J Green
Apr 2019
Awuneba Ajumogobia
Apr 2019
John Danilovich
Apr 2019
Ravi Rajagopal
Apr 2019
Annika Poutiainen
Apr 2019
Segun Ogunsanya
Oct 2021
Jaideep Paul
June 2021
Tsega Gebreyes
Oct 2021
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Developing our Board
One of our priorities is to continually develop our Board members.
We inform directors about relevant seminars and training and
encourage and support their attendance. We provide regulatory
updates at each Board meeting, and specialist advisors 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
by our corporate legal advisors Herbert Smith Freehills LLP on the
political environment, governance reform, liability to investors and
directors’ duties.
We reviewed the induction programme for directors and concluded
that this is appropriate.
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 our 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 new directors and to fill any
vacancy. When recruiting 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
the ongoing requirements and strategic developments of the business.
This enables us to focus on appointing someone who will complement
and enhance the Board’s effectiveness and overall performance.
We review a longlist of globally drawn potential candidates and
shortlist candidates for interview based on the 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 show they have
adequate time available for 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.
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.
Effectiveness
The internal Board evaluation reviewed our committee’s effectiveness
and sought feedback from the committee members. The composition
and management of Nominations Committee meetings and quality of
information provided continued to be highly rated. The management
of director succession was seen as operating effectively, with the
appointment of the CEO designate and the Remuneration Committee
chair. In terms of the areas identified for focus in last year’s evaluation,
there is still work to be done to achieve better gender balance at ExCo
level, although significant progress is being made in our OpCos.
For progress on employee gender balance, see
page 145
Succession planning for the executive directors, talent management
and people oversight were identified as areas of strength. A greater
focus on the executive team and the quality of talent in key OpCos
were identified as areas to work on.
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.
2023/24
evaluation
Outcome
Key themes and
areas for focus
Action
Nominations
Committee
Areas of
focus
Executive
gender
balance
To continue to focus
on our Board and
executive succession
planning to achieve
gender balance at all
senior leadership
levels
Succession
planning for
executive
teams at
Group and
OpCo levels
Presentations to
include insight into
performance
assessment highlights,
including risk taking,
innovation and
leadership
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 pages 146-165
•
Our corporate legal advisors Herbert Smith Freehills LLP through
the Market Disclosure Committee on the identification of
insider information
•
Legal advisors Clifford Chance on share plan and remuneration
policy matters
•
Our brokers on the sector and relative performance of our
share price
Employee engagement
For details on how we engage with our employees, see
page 115
Diversity
Our policy is to promote and appoint 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 and inclusion 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 non-discrimination.
Nominations Committee report
continued
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Board 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 35, 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.
The Board regularly reviews its balance and composition. Board
diversity is supported by the Board diversity policy which specifically
applies to the Board and its committees and supports the Group’s
wider approach to diversity. This policy was reviewed and approved
during the year. The diversity of the Board’s principal committees
reflects the diversity of the non-executive directors.
The Board supports the FTSE Women Leaders Review target of 40%
female representation on the Board and senior leadership team by
2025. The definition of senior leadership team includes members
of the ExCo and their direct reports. We recognise that we need
to bring more women on to both our Board and senior leadership
team – and our committee considered how to achieve compliance.
We’re addressing the gender balance challenge across our OpCos
by championing initiatives that support diverse talent and thought.
These critical enablers of sustainable growth include the Airtel Africa
mobility programme, the ‘Women for technology’ programme and the
Airtel Academy.
For more information about these initiatives, see
page 117
We also appointed our first woman operating country (OpCo)
managing director: Anne Tchokonte joined as managing director
of Airtel Madagascar in February 2024.
This year, our committee also considered how to achieve compliance
with the Listing Rule disclosure requirement that states that at least
one woman should be appointed as chair or senior independent
director either on the Board or as CEO or finance director by the end
of 2025. As at 31 March 2024, 27% of the directors were women
and there were no women in senior Board positions. The Board is
not currently compliant with these two Listing Rule targets.
While we haven’t yet achieved the FTSE Women Leaders Review’s
Board-level gender-balance target, doing so is an integral part of our
succession planning. The gender balance of our Group ExCo is still a
challenge, and we’re working to bring more women into the committee
by 2026. We’re making good progress in addressing the gender
imbalance at our OpCo ExCo level and in our senior management
teams who report to the ExCo.
We make 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 our business.
The Board fully supports the Parker Review’s ‘Beyond One by 21’
recommendation and is pleased to confirm our compliance with the
Listing Rule target of having at least one person on the Board from a
minority ethnic background.
The change to the Board’s gender and ethnic diversity compared to
31 March 2023 is because Doug Baillie and Kelly Bayer Rosmarin
stepped down from the Board during the year.
Our Board diversity and inclusion policy
Our Board diversity policy sets out our approach to diversity and is applicable to the Board and its committees (specifically, the Audit
and Risk Committee, Remuneration Committee and Nominations Committee). It also supports our wider approach to diversity across
the business. This is governed in greater detail by our Code of Conduct which applies to all employees, agency workers, self-employed
contractors, casual workers, operatives and job applicants.
Policy objectives
Implementation
Progress against objectives
Commitment to a minimum of 40% of the
Board being women by the end of 2026
Succession planning seeks to ensure a
greater gender balance is in place over the
short, medium and long term
27% of our Board are women
Commitment to have at least one woman
in the role of senior member of the Board,
being the chair, CEO, CFO or senior
independent director by the end of 2026
The Board is supportive of the FCA proposals,
noting the comply or explain basis
We will look to appoint a woman as a
senior independent director when
succession planning in 2024
Maintain an ethnically diverse Board
We consider Board diversity as part of our
succession planning
We meet the recommendations of the
Parker review: 73% of the Board identify
as non-white
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FCA diversity disclosure tables
Ethnicity table as at 31 March 2024
Parker Review
– directors from ethnic minority background*
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
5
46%
2
9
53%
Black /African/Caribbean/Black British
3
27%
1
3
17%
White British or other white (including minority-white groups)
3
27%
–
2
12%
Mixed/multiple ethnic groups
–
–
–
2
6%
Other ethnic group (including Arab)
–
–
–
1
–
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.
** The number of Executive Committee (ExCo) members.
Women in leadership as at 31 March 2024*
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
Men
8
73%
4
16
100%
Women
3
27%
0
1
0
*
This table reports on sex rather than gender identity, as defined by the Listing Rules.
** The number of ExCo members.
Nominations Committee report
continued
Our people diversity policy
Our ‘Win with’ strategy exists 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 deliver 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 2023
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 bring more
self-employed women into 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 ExCo and Remuneration and
Sustainability Committees before being reported to the Board
3.
Quarterly progress reports to our management HR committee
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Gender balance
The gender balance of the Group’s employees as on 31 March 2024 was as follows:
Category
Women
Men
Total
Women (%)
Men (%)
Group Board*
3
8
11
27.3%
72.7%
Group Executive Committee member**
1
16
17
5.9%
94.1%
OpCo Executive Committee
45
113
158
28.5%
71.5%
Senior and middle management***
201
738
939
21.4%
78.6%
All other employees
921
2,097
3,018
30.5%
69.5%
Total
1,171
2,972
4,143
28.3%
71.7%
*
CEO and CFO are part of board and Group ExCo (have been counted in both categories).
** Company secretary has been included in Group Executive Committee (ExCo) count.
** The Group Executive Committee (ExCo) direct reports are one of the sets of numbers in the diversity table already provided (under senior and middle management).
*** OpCos MDs have been included in senior and middle management.
*** Senior management is all general managers and above excluding OpCo and Group Executive Committee (ExCo), and middle management includes all employees at senior
manager level.
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Directors’ remuneration report
Chair’s introduction
I’m pleased to present the Remuneration Committee’s report for
2023/24.
During the year, the key issues for the committee included determining
the performance outcomes for our incentives, the remuneration
arrangements for the new CEO, Sunil Taldar and the treatment of
remuneration for the outgoing CEO, Segun Ogunsanya. All of these
areas are discussed below.
Performance outcomes for the year
To recap on the performance as described in the strategic report,
this year Airtel Africa’s continued investment into maintaining and
modernising its 4G network whilst also expanding its distribution
network helped continue the expansion of our customer base.
This strong performance was reflected in revenue growth and
expansion in the EBITDA margin when measured in constant currency.
The targets for our financial measures flow from our annual operating
plan, which is an output of Airtel’s investment decisions, each of
which is approved taking into account the potential return on capital.
The financial performance measures in our incentives are measured
using constant currency as we have significant operations in a number
of countries and this measurement basis helps reflect the underlying
performance of the business over the performance period. It keeps
management neutral to currency fluctuations which could improve or
worsen reported currency financial measures.
Annual bonuses for 2023/24 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 21.1% growth in net revenue on a constant
currency basis, 21.3% growth in underlying EBITDA and 34% growth
in operating free cash flow, the targets for all of the financial objectives
were either exceeded or close to the stretch target. Both of our
executive directors in the year also had role-specific personal
objectives for the year – see page 157 for details. As a result, the
outgoing CEO’s bonus outcome was at 95.9% of maximum and the
CFO’s bonus outcome was 98.1% of maximum. However, as set
out below in the section on considering formulaic outcomes, the
committee reviewed the overall performance of the company and
exercised discretion to reduce the formulaic bonus outcomes to 85%
of maximum for the outgoing CEO and 87% of the maximum for the
CFO. One third of the bonus for the CEO and the CFO will be deferred
into shares for two years.
Our outgoing CEO and our CFO were granted an LTIP award in
2021 which vested based on performance up to 31 March 2024.
This award vested at 78.9% which reflects strong performance over
the past 3-year period, with net revenue growth of 21.5% per annum
in constant currency, TSR performance of 34% being above the
upper quartile of the comparator group, and an increase in underlying
EBITDA margin of 3.54% in constant currency. See page 159
for details.
Considering formulaic outcomes
Our committee reviewed the formulaic outcomes against the bonus
and LTIP targets. In particular, we considered whether the bonus and
LTIP outcomes were appropriate in the context of the depreciation of
the Naira which had a significant impact on reported currency revenue
and EBITDA. Nigeria is our biggest market, and although the economic
turbulence affected the reported performance, we were also mindful
of management’s achievements in developing a clear plan, focusing
on reducing costs and reducing foreign currency liabilities, while
continuing to grow our customer base in an increasingly competitive
market. This is reflected in our performance in Nigeria where revenue
and EBITDA have both exhibited strong growth in constant currency.
Taking this into account, we determined that the incentives had
operated as intended throughout the year and that they were
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 2024/25 approach and policy.
Part 2
The directors’ remuneration policy – this sets out the remuneration
policy for our CEO, CFO, chair and non-executive directors, which was
approved by shareholders 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 2023/24, the remuneration
received by directors for the year and how the policy will be applied in
2024/25. 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.
Committee membership and attendance
Member
since
Meetings
attended/held
Tsega Gebreyes
Chair
October 2021
6/6
Awuneba Ajumogobia
April 2019
6/6
John Danilovich
April 2019
6/6
Tsega Gebreyes
Chair, Remuneration Committee
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reflective of the underlying performance of the group and its positive
outlook as we expect the devaluations to result in a healthier economy
in the medium term. Nevertheless, we are aware of the impact on
shareholders created by these circumstances, and, seeking to improve
alignment between the incentive outcomes and the shareholders’
experience, have decided to apply a discretionary reduction of around
11% to the annual bonus outcome for the outgoing CEO and CFO.
After the application of this reduction, the annual bonus outcome of
the outgoing CEO and CFO was reduced from 95.9% and 98.1%
respectively to 85% and 87% of maximum respectively. In addition,
in determining the vesting outcome for the outgoing CEO’s 2022
and 2023 LTIP awards, the Committee did make a discretionary
downwards adjustment of around 8% to reflect the potential
uncertainty of the financial forecasts on which the performance
assessments were based.
Board changes
During the year, Segun Ogunsanya informed the Board of his intent to
retire and the Board agreed that Sunil Taldar will be appointed CEO
on 1 July 2024 after a transition period. On appointment, Sunil’s
base salary will be $760,000, which, although below the salary of
the outgoing CEO, may be subject to above-workforce increases
over the coming years, depending on his performance in role and the
performance of the company. His benefits will be in line with those of
other senior executives and he will not receive a pension. His incentive
opportunities are at the same level (as a percentage of salary) as for
the outgoing CEO. His target annual bonus for 2024/25 will be set at
75% of salary (maximum 150% of salary), with one third to be deferred
into Airtel Africa shares for two years. His LTIP awards for 2024/25
comprise a PSP grant of 150% of salary and RSU grant of 50%
of salary, at maximum. In addition to his normal annual variable
compensation, Sunil Taldar will also participate in the special one-off
incentive which was approved by shareholders at the 2023 AGM, and
is designed to incentivise a succesful IPO of Airtel Money. No buyout or
joining awards were granted. Leaver terms for Segun Ogunsanya are
set out below.
Treatment of remuneration for the outgoing CEO
In considering Segun Ogunsanya’s leaver terms, our committee noted
that he oversaw a period of strong growth and continued progress for
Airtel. During his leadership, Airtel maintained its position as one of the
fastest growing and most profitable telecoms operators in Africa.
We took this into account in determining how to apply the policy and
treat his inflight share awards on retirement, and decided that he
should be treated as a good leaver. We also took into account when
applying a pro rata reduction to his LTIP awards that his relationship
with Airtel will continue from his retirement until 30 June 2025, during
which time he will provide advisory services to the Chairman and the
Airtel Africa Board, and chair the Airtel Africa Charitable Foundation.
In more detail, all elements of his CEO remuneration package will be
paid up to his departure, at which point they will all cease. He will
receive a pro-rated bonus for time served subject to his individual
performance and the company’s financial outlook which will be paid
entirely in cash. He will not be eligible for the normal annual LTIP grant
to be made in 2024. In light of the considerations noted above, we will
exercise discretion to treat him as a good leaver under our share plans.
This will result in his outstanding deferred bonus shares vesting in full.
In addition, the number of shares under his outstanding LTIP awards
will be reduced as a result of the pro-rating up to 30 June 2025
when his relationship with Airtel will end (in the case of the 2023
LTIP awards), and as a result of the application of the performance
conditions for both the 2022 and 2023 LTIP awards. Awards will
vest when he steps down as CEO and will be subject to malus and
clawback. The post-vesting holding periods will be waived on his
LTIP awards, but he will be required to hold shares to the value of
125% of base salary for at least two years in accordance with the
post-cessation holding requirement. Segun Ogunsanya will also
receive an amount for untaken holiday and an amount required to
be paid under Dubai employment law. Further detail on the treatment
of his LTIP awards is provided later in the report.
Finally, the Committee decided not to grant the one-off Airtel Money
incentive award to Segun Ogunsanya for which he was eligible during
FY 2023/24 as discussions regarding his potential retirement had
already started at the intended date of grant.
Implementation of policy in 2024/25
The salary for the CFO will be increased by 5% which is below
the planned increase for employees which is slightly above 7%.
No increase will be applied to the outgoing CEO’s salary.
Maximum bonus opportunity is capped at 200% of base salary for
the new CEO, and 175% of base salary for the CFO, under the policy
approved by shareholders at the 2023 AGM. The actual 2024/25
bonus opportunities for the executive directors will again be set below
these policy maximum levels. The 2024/25 max bonus will be set
at 150% of base salary for the new CEO and 140% 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 policy 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 new CEO and 100% of salary
for the CFO), and restricted stock units (with a maximum face value
of 50% of salary for the new CEO and 40% of salary for the CFO).
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 2023/24, 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 continue to include an operating free cash
flow measure.
Conclusion
This year, Airtel Africa has continued to live out its purpose of delivering
vital services and helping to transform the lives of its stakeholders.
It has delivered strong underlying performance despite the turbulent
economic situation in its key market and has laid strong foundations
for future growth. This performance has been the result of the
dedication and talent of our workforce under the leadership of our
management team.
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 2024 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 254 for contact details).
Tsega Gebreyes
Chair, Remuneration Committee
8 May 2024
Directors’ Remuneration Report
continued
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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 2023/24
During the financial year, the committee:
•
Agreed annual salary increases and reviewed senior executive
remuneration
•
Agreed the treatment of remuneration for the outgoing CEO
and the remuneration for the new CEO
•
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 outgoing CEO
and CFO
•
Drafted and agreed the directors’ remuneration report
•
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
A formal consultation with shareholders was not undertaken this
year as no changes to policy or implementation are being proposed.
Regular dialogue continues with our shareholders on matters of
remuneration as part of our investor relations activities.
Engaging with employees
The report on pages 115 to 116 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 outgoing CEO, including employee
remuneration.
Effectiveness
The Board evaluation reviewed the committee’s effectiveness and
sought feedback from its members. The review concluded that
the Committee continued to function well, with the management
of meetings, quality of the Committee’s relationships (including
external consultants), communications with shareholders, the
annual cycle of work and review and oversight of key areas of
responsibility, considered to be effective. The results also showed
the Committee to be effective in aligning executive remuneration
with the Group’s strategic operational and sustainability objectives.
In response to the areas identified for focus in last year’s evaluation,
the Committee recognised the choice of ESG metrics to support
greater gender diversity across the executive and senior
management teams was showing results at the senior
management team level. However, even greater focus at the
executive team level was required.
We discussed the output of the 2024 evaluation and concluded
that we had operated effectively throughout the year. Areas of
challenge are identified in this report. We also confirmed our areas
of focus for the year ahead.
2023/24 evaluation
Outcome
Key themes and areas for focus
Action
Remuneration Committee
Areas of focus
Increase in awareness of
trends in remuneration in
both Africa and the UK
Identify any current gaps and ensure
additional input provided to the Remuneration
Committee by the advisors and/or provide
appropriate additional training for members
of Remuneration Committee
Summary of remuneration
FY23/24 performance – Our business performance
Net revenue
21.1%
compared to last year in
constant currency
$4,486.5m
Underlying EBITDA
21.3%
compared to last year in
constant currency
$2,518m
Operating free cash flow
34%
compared to last year in
constant currency
$1,780.7m
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Annual bonus outcomes
Link between remuneration and business strategy – metrics for 2023/24
Long-term incentive plan
Single figure of remuneration ($000s)
Segun Ogunsanya
Jaideep Paul
85%
87%
Olusegun Ogunsanya
$2,434
$5,944
Jaideep Paul
$2,227
$2,280
All amounts are in $million
Weighting
Threshold
Target
Maximum
Outcome (%)
Net revenue
35%
4,215
4,323
4,431
4,487 (35%)
Underlying EBITDA
35%
2,366
2,445
2,522
2,518 (34.2%)
Operating free cash flow
10%
1,541
1,620
1,697
1,781 (10%)
Non-financials CEO
Details on
page 157
20%
(16.8%)
Non-financials CFO
Details on
page 157
20%
(19%)
The above performance resulted in a formulaic bonus outcome of 95.9% of maximum for the CEO and 98.1% of maximum for the CFO.
After applying a discretionary adjustment, the outcomes were reduced to 85% of maximum for the CEO and 87% of maximum for the CFO.
Bonus outcome as % of maximum
The performance period for LTIP awards granted in 2021 ended on 31 March 2024. Following the assessment of the PSU performance condition
and the RSU underpin, as summarised in the table below, awards vested to the outgoing CEO and the CFO. The performance condition was
assessed resulting in the vesting of 78.9% of the PSU awards and 100% of the RSU awards, and these amounts are included in the single figure
table on page 156.
Metric
Weighting
Threshold
(25%)
Target
(50%)
Max
(100%)
Actual
% achievement
of maximum
Net Revenue CAGR
40%
17.4%
19.4%
21.4%
21.5%
100%
Increase in Underlying EBITDA Margin
40%
3.2%
3.58%
3.93%
3.54%
47.4%
Relative TSR
20%
Median
n/a
Upper quartile
Above upper quartile
100%
Metric: Relative TSR is measured by comparing Airtel Africa TSR to the median and upper quartile TSR of the MSCI Emerging Markets Communication Services Index
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-financial
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
Metric (constant currency)
Weighting
Why chosen
TSR, relative to a peer
group of competitors
For grants in 2024, 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,
high-lighting 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
2022/23
2023/24
2022/23
2023/24
*
measured in constant currency
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Summary of remuneration
continued
Proposed remuneration structure for 2024/25
Component
Purpose and link to strategy
24/25
25/26
26/27
27/28
28/29
29/30
Deferral and holding
requirements
Proposed implementation
for 2024
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
shares
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
n/a
Deferral of one
third of any bonus
Two-year post-
vesting holding
period
Two-year post-
vesting holding
period
2
New CEO: $760,000
CFO: $674,896
Benefits in line with
policy
New CEO: 150% of
base salary maximum
CFO: 140% of base
salary maximum
Metrics
1
: Net revenue,
underlying EBITDA,
Operating free cash
flow, non-financial
New CEO grant: 150%
of base salary maximum
in PSP and 50% of base
salary maximum in RSUs
CFO grant: 100% of
base salary maximum in
PSP and 40% of base
salary maximum in RSUs
Metrics
1
: TSR, relative
to a peer group of
competitors, Net
Revenue, Underlying
EBITDA
RSU underpin:
Operating free cash flow
New CEO: 75%
of base salary
Metrics
1
: IPO price
New CEO: 250%
of salary
CFO: 200% of salary
1
The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2024/25 directors’ remuneration report for the annual bonus,
and at the time of performance measurement for the LTIP and special one-off incentive.
2
Vesting is on IPO providing no later than 3 years from grant, followed by a 2-year holding period.
Deferral period
Holding period
Holding period
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Directors’ remuneration policy
This sets out the policy which was approved 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 below is the same as that submitted at the 2023 AGM, but
for minor changes to the scenario charts to make them relevant to the
new CEO and the CFO, minor updates to the section on performance
measures and approach to target setting in order to increase clarity,
and updates to reflect the current non-executive Directors’ letters
of appointment.
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.
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 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.
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Part 2
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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 calculation 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.
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.
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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.
Share
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 right 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. 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.
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Part 2
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The performance conditions for the PSP and the underpin for the
RSUs are based on measures which 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 158.
The committee reviews the choice of performance measures and the
appropriateness of the performance targets and TSR peer group,
when relevant, before each PSP grant. While different performance
measures and/or weightings may be applied for awards in different
years, 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
*As at date of service contract.
Approach to remuneration for the 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 152.
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.
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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
$946
Minimum
Target
Maximum
Fixed pay
Max with 50%
share price
growth for LTI
100%
$2,950
32%
19%
35%
14%
$4,176
36%
14%
27%
23%
$4,936
46%
12%
23%
19%
Chief Financial Officer
$867
Minimum
Target
Maximum
Max with 50%
share price
growth for LTI
100%
$1,980
44%
24%
32%
$2,757
34%
35%
31%
$3,229
44%
29%
27%
Annual bonus
Long-term incentives
One-off strategic award
1 Assumptions:
Minimum
= fixed pay only (salary + benefits)
On-target
= 50% vesting of maximum bonus, 75% for
the one-off strategic award and 55% for
PSP awards and 100% for RSUs
Maximum
= 100% vesting of maximum bonus, one-off
strategic award and LTIP awards
2
Salary levels (on which other elements of the package are calculated) are
based on those applying on 1 April 2024 and incentive levels are based on
the implementation levels for 2024/25.
3. Benefit values exclude the costs of business travel and accommodation.
4. 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 share price growth column.
5. The Outgoing CEO has not been included in the above charts as his departure
has been announced and he will not be in role for a full year. A description of the
treatment of his remuneration on departure can be found later in this report.
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. A table setting out the unexpired terms of their contracts is set
out below and is updated annually to be accurate at the financial year
end of the current reporting year.
Director
Unexpired term
Will renew for 3-year term
Sunil Bharti Mittal
7 months 26 days
Akhil Gupta
6 months 23 days
Shravin Bharti Mittal
6 months 23 days
Andy J Green
12 months
Awuneba Ajumogobia
12 months
John Danilovich
12 months
Retires 3 July 2024
Ravi Rajagopal
12 months 29 days
Annika Poutiainen
12 months
Tsega Gebreyes
6 months 12 days
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.
Directors’ Remuneration Report
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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 160
•
The table of share awards granted to executive directors and associated footnotes on pages 164-165
•
The statement of directors’ shareholdings and share interests on page 163
2023/24 remuneration of directors (audited)
This table sets out the total remuneration for the executive directors for the year ended March 2024.
All amounts are in $’000
Base salary
Benefits
1
Pension
contribution
2
Annual
bonus
LTIP
3,4
Other
5
Total fixed
Total
variable
Total
Segun Ogunsanya
2023/24
$1,001
$435
$100
$1,276
$1,247
$1,885
$1,536
$4,408
$5,944
2022/23
$952
$322
$95
$1,064
–
–
$1,370
$1,064
$2,434
Jaideep Paul
2023/24
$638
$192
–
$776
$674
–
$830
$1,451
$2,280
2022/23
$607
$157
–
$633
$830
–
$764
$1,463
$2,227
Notes
1
Segun Ogunsanya’s benefits included ($’000) of: expatriate housing of $347, car benefit value of $73, and insurance costs of $16. Jaideep Paul’s benefits included ($’000)
of: expatriate housing of $89, car of $58, expatriate home leave tickets entitlement of $29 and insurance costs of $16.
2
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.
3
For Segun Ogunsanya, the 2023/24 figure includes 580,474 PSU awards and 326,786 RSU awards which were granted on 28 June 2021 and will vest in 2024. For Jaideep
Paul, the 2023/24 figure includes 308,212 PSU awards and 182,188 RSU awards which were granted on 28 June 2021 and will vest in 2024. 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 2024. The value of
these awards has been estimated using the average price of Airtel Africa shares between 1 January 2024 and 31 March 2024 of GBP1.084 ($1.375). For 2023/24, the total
value estimated attributable to share price appreciation is $231,000 for Segun Ogunsanya and $124,900 for Jaideep Paul.
4
The 2022/23 LTIP value for Jaideep Paul has been restated based on the share price of $1.392 on the vesting date of 30 October 2023 when 397,950 PSUs and 198,795
RSUs vested after application of the PSU performance condition and RSU underpin. The value in last year’s report was estimated using an average share price.
5
Relates to the LTIPs vesting as a result of Segun Ogunsanya’s treatment as a good leaver under the plan rules. The committee exercised its discretion to pro-rate awards for
time and to test performance at 31 March 2024 based on an assessment of the performance condition in the context of the performance to-date and the outlook for future
financial performance. As a result, 1,371,254 shares out of 2,164,266 shares under award are due to vest on 30 June 2024, i.e. 63.4%. The value of these awards has been
estimated using the average price of Airtel Africa shares between 1 January 2024 and 31 March 2024 of GBP1.084 ($1.375).
Annual bonus
Annual bonus targets were set in the first quarter of the financial year and, as set out in the annual statement, were based on the annual
operating plan. Financial performance is measured in constant currency as this provides the best measure of underlying performance for a
company operating in multiple countries.
At the time of setting targets, the Nigerian naira had already started to depreciate significantly. As a result, to ensure that the bonus would
operate as an effective incentive throughout the year, the committee fixed the exchange rate for the naira at NGN752 to 1 USD on 30th June
2023, which reflected a devaluation of 63% from the exchange rate of NGN461 to 1 USD on 31 March 2023. Since then, the naira continued to
depreciate to NGN1,303 to 1 USD on 31 March 2024. Other exchange rates were fixed at 31 March 2023.
Part 2
continued
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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Airtel Africa delivered strong underlying performance during the year, growing its customer base and modernising its 4G network whilst
successfully adapting to a turbulent economic period in its main markets. In constant currency, revenue growth was 21.1%, underlying EBITDA
growth was 21.3% and operational cash flow growth was 34%, all of which either exceeded or came close to the stretch targets. As a result,
the outgoing CEO’s bonus outcome was 95.9% of maximum and the CFO’s bonus outcome was 98.1% of maximum. However, as set out in
the annual statement, the committee reviewed the overall performance of the company and exercised discretion to reduce the formulaic bonus
outcomes of 85% of maximum for the outgoing CEO and 87% of maximun for the CFO. One third of the bonus for the CEO and the CFO will
be deferred into shares for two years. The tables below set out the determination of the bonus outcome before the application of discretion.
2023/24 bonus outcomes (audited)
Bonus performance measures
Net revenue
Underlying
EBITDA
Operating
free cash flow
Personal
Total
Weighted total
35%
35%
10%
20%
100%
Outcomes (weighted % of maximum)
35%
34.15%
10%
Segun Ogunsanya (weighted % of maximum)
16.8%
95.9%
Jaideep Paul (weighted % of maximum)
19%
98.2%
Financial objectives
Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for
2023/24.
All amounts are in $million
Weighting
(%)
Threshold
(30%)
Target
(50%)
Maximum
(100%)
Actual
Net revenue
35%
4,215.2
4,323.3
4,431.4
4,486.5
EBITDA
35%
2,365.5
2,444.5
2,521.8
2,518
OFCF
10%
1,540.5
1,619.5
1,696.8
1,780.7
All targets and achievements are in constant currency as at 31 March 2023 with the exception of the Nigerian niara at 1 USD : 752.19 NGN.
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 in
senior management
Threshold: 20.5%
Target: 21.5%
Maximum: 22.5%
22%
9%
Compliance - internal audit
score
10%
Threshold: 75
Target: 79
Maximum: 82
80.7
7.8%
Jaideep Paul
ESG – Our People
10%
Proportion of female employees in
senior management
Threshold: 20.5%
Target: 21.5%
Maximum: 22.5%
22%
9%
Internal audit score for finance
10%
Threshold: 80
Target: 83
Maximum: 85
91.1
10%
All financial targets and achievements are in constant currency as at 31 March 2023 with the exception of the Nigerian naira at 1 USD : 752.19 NGN
Annual bonus awarded
The annual bonus outcome according to the targets set at the beginning of the year would have resulted in an annual bonus of $1,439.9k for
the CEO and $876.1k for the CFO. Following a review of the performance of the company in light of the impact of the significant currency
devaluations in our main market, a discretionary reduction of around 11% was applied to better align the incentive outcome with the shareholder
experience, which resulted in the bonus amounts set out below.
Name
Awarded
in cash
Awarded
in shares
Total
Segun Ogunsanya
850.7
425.3
1,276.0
Jaideep Paul
517.6
258.8
776.4
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Long-term incentive plan (LTIP) (audited)
LTIP awards granted in 2023/24
During the year, Segun Ogunsanya and Jaideep Paul were granted the following LTIP awards on 27 June 2023:
Type of award
Maximum
number
of shares
Share price used
to determine
level of award
1
Face value
Face value as a
% of salary
Threshold
vesting
End of the
performance period
Segun Ogunsanya
2023 LTIP – PSU
1,065,621
$1.420
$1,513,182
150%
25%
31 March 2026
2023 LTIP – RSU
355,207
$1.420
$504,394
50%
100%
31 March 2026
Jaideep Paul
2023 LTIP – PSU
452,646
$1.420
$642,758
100%
25%
31 March 2026
2023 LTIP – RSU
181,058
$1.420
$257,102
40%
100%
31 March 2026
1
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. As set out in the annual statement, both net revenue growth
and EBITDA margin are measured on a constant currency basis.
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 2023/24 three-year plan and will require competitive market-leading growth
in net revenue on a constant currency basis at target with more than 5% down and up 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 2023 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
Deferred bonus awards
As disclosed in last year’s remuneration report, awards were also granted in respect of the deferred bonus with respect to the 2022/23 financial
year. Further information on these awards is set out in the table of share awards at the end of this report.
Airtel Money One-off Award
As disclosed in last year’s remuneration report, the CFO received a one-off award linked to a successful IPO of Airtel Money. An award was not
made to the current CEO as discussions had already started regarding his potential retirement at the intended date of grant. An award has been
made to the new CEO on 1 April 2024 in anticipation of his appointment. The awards were structured as follows:
a) Awards were granted on 1 October 2023 to the CFO and on 1 April 2024 to the new CEO
b) Base value of awards was 75% of base salary - $482k for CFO and $570k for the new CEO
c)
Performance target is to grow the share price of Airtel Money from the amount paid by external shareholders in March 2021 to the date of
vesting with
i.
75% vesting for a threshold level of growth
ii.
100% vesting for a stretch level of growth
d)
Vesting will occur on an IPO (if achieved within three years of grant) or on a sale of Airtel Money were this to take place prior to the third
anniversary of grant
e) The awards will be settled in shares in Airtel Money based on the share price at date of vesting
f)
The awards are subject to clawback and malus
g)
Shares delivered on vesting of the awards are subject to a one-year post-vesting holding period for the CFO and a two-year post-vesting
holding period for the new CEO
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continued
h) The awards were made under a plan adopted by Airtel Money rather than under the Airtel Africa LTIP as original envisaged however the terms
are exactly the same as they would have been had they been granted under the Airtel Africa LTIP.
The details of the performance targets, in particular the underlying share price of Airtel Money at date of grant and the growth targets set are
considered to be commercially sensitive and will be disclosed following vesting (or if the awards fail to vest).
Share awards vesting in relation to 2023/24
On 28 June 2021, the outgoing CEO and CFO were granted a RSU award of 326,786 and 182,188 shares, respectively, subject to an Operating
Free Cash Flow performance underpin, and a PSP award over 735,268 and 390,402 shares, respectively, subject to performance measured to
the end of 31 March 2024 against the following conditions:
All amounts are in US$million
Metric
Weighting by
tranche
Below
threshold
(0%)
Threshold
(25%)
Target
(50%)
Maximum
(100%)
Actual
%
achievement
(of maximum)
2021 LTIP awards
– PSP-financial
Net revenue CAGR
40%
<17.4%
17.4%
19.4%
21.4%
21.5%
100%
Increase in Underlying
EBITDA Margin
40%
<3.2%
3.2%
3.58%
3.93%
3.54%
47.4%
2021 LTIP awards
– PSP-TSR
Relative TSR
20%
<Median
Median
n/a
Upper
quartile
Above
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 24. Over the three financial years, aggregate Operating Free Cash Flow was $5,358.2, which resulted in the underpin being satisfied.
As a result the following awards will vest:
Type of award
Applicable performance conditions
Maximum
number
of shares
Number
of shares
vesting
Estimated
value on
vesting
($000s)
1
Estimated value
attributable to
share price
difference
($000s)
1
Segun
Ogunsanya
2021 LTIP
RSUs
Operating Free Cash Flow underpin
326,786
326,786
449
83
PSUs
Net Revenue CAGR
294,107
294,107
404
75
PSUs
Underlying EBITDA margin
294,107
139,313
192
35
PSUs
Relative TSR against com-parator group
(Vodacom, MTN and Safaricom)
147,054
147,054
202
37
Jaideep Paul
2021 LTIP
RSUs
Operating Free Cash Flow underpin
182,188
182,188
250
46
PSUs
Net Revenue CAGR
156,161
156,161
215
40
PSUs
Underlying EBITDA margin
156,161
73,971
102
19
PSUs
Relative TSR against com-parator group
(Vodacom, MTN and Sa-faricom)
78,080
78,080
107
20
1 The estimated value on vesting is the average price of Airtel Africa’s shares in the period between 1 January 2024 to 31 March 2024: $1.375 (£1.084). The estimated value
attributable to share price difference is the change from the share price on the date of grant of $1.12 (£0.80).
Share awards vesting in relation to Segun Ogunsanya’s departure
As set out in the Annual Statement, Segun Ogunsanya will be treated as a good leaver under the share scheme rules. As a result, Segun
Ogunsanya’s outstanding deferred bonus awards, which total 386,021 shares, will vest in full on his departure. In addition, his outstanding LTIP
awards, which comprise PSU and RSU awards, will be pro-rated and are subject to an assessment of the performance condition. Performance for
the outstanding PSU and RSU awards was assessed in early FY2024/25 and the Committee assessed the performance of Airtel Africa over the
elapsed performance period, for the Net Revenue and EBITDA margins, and the outlook for the business over the next 1 to 2 years. After making
this assessment, the Committee made a further reduction of approximately 8% to reflect the uncertainty inherent in making a performance
assessment before the end of the performance period. Furthermore, the 2023 LTIP awards were reduced pro-rata to reflect the time served in
the period up to 30 June 2025, which is the date on which Segun Ogunsanya’s relationship with Airtel is expected to end. The resulting RSU and
PSU awards due to vest in FY24/25 are set out below:
Award
Shares under award
Reduction for
performance assessment
Reduction for pro-rating
Awards due to vest in
2024/25
Percentage of award
that will vest
PSU – 2022
514,688
135,787
0
378,901
74%
RSU – 2022
228,750
0
0
228,750
100%
PSU – 2023
1,065,621
281,136
258,873
525,612
49%
RSU – 2023
355,207
0
117,216
237,991
67%
Total
2,164,266
416,923
376,089
1,371,254
63%
These 1,371,254 shares due to vest in June 2024 have been included in the single figure table for FY 23/24 using the average price of Airtel
Africa’s shares in the period between 1 January 2024 to 31 March 2024 of $1.375 (£1.084), which results in an aggregate value of $1,884,954.
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2023/24 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
1
Benefits
(actual paid)
Total
As at 31 March
2024 $
2
Sunil Bharti Mittal
2023/24
£300
N/A
£300
$378
2022/23
£300
N/A
£300
$378
Awuneba Ajumogobia
2023/24
£85
N/A
£85
$107
2022/23
£85
N/A
£85
$107
Douglas Baillie
2023/24
£53
N/A
£53
$66
2022/23
£90
N/A
£90
$113
John Danilovich
2023/24
£80
N/A
£80
£101
2022/23
£80
N/A
£80
$101
Andrew Green
2023/24
£90
N/A
£90
$113
2022/23
£90
N/A
£90
$113
Akhil Gupta
2023/24
£70
N/A
£70
$88
2022/23
£70
N/A
£70
$88
Shravin Bharti Mittal
2023/24
£70
N/A
£70
$88
2022/23
£70
N/A
£70
$88
Annika Poutiainen
2023/24
£80
N/A
£80
$101
2022/23
£80
N/A
£80
$101
Ravi Rajagopal
2023/24
£90
N/A
£90
$113
2022/23
£90
N/A
£90
$113
Kelly Bayer Rosmarin
3
2023/24
£41
N/A
£41
$51
2022/23
£70
N/A
£70
$88
Tsega Gebreyes
2023/24
£84
N/A
£84
$106
2022/23
£82
N/A
£82
$103
1 NED fees determined in pounds sterling.
2 Adjustable closing FX rate of GBP/USD on 31 March 2024 – £1 = $1.26. USD values for 2022/23 are restated using this FX rate to aid comparison.
3 In line with Singtel Group Code of Conduct and Optus conflict of interest policies, Kelly Bayer Rosmarin’s fees are paid directly to Singtel Group.
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Our TSR performance from admission
The following graph sets out our comparative TSR relative to the FTSE 250 and FTSE 100 indices from 28 June 2019 (the date of our listing) to
31 March 2024, as required by UK reporting regulations. The FTSE 250 index was chosen as a broad equity market index of which we were a
member from listing until early 2022. The FTSE 100 was chosen as the index of which we’re now a member.
0
50
100
150
200
250
Total shareholder return
Value (£) (based)
Airtel Africa
28/06/2019
31/03/2024
31/03/2023
31/03/2022
31/03/2020
31/03/2021
FTSE 250
FTSE 100
This graph shows the value on 31 March 2024 of £100 invested in Airtel Africa on the date of admission (28 June 2019), compared with the
value of £100 invested in the FTSE 250 and FTSE 100 Indices over the same time period.
CEO remuneration from our listing (28 June 2019)
This table sets out the single figure for the total remuneration paid to the CEO, together with the annual bonus payout and the LTIP payout
(both as a percentage of the maximum opportunity). Over time, the data in this table will show the CEO’s remuneration over a ten-year period.
FY2021/22 is split between the two people acting as CEO during this period.
Raghunath Mandava
Segun Ogunsanya
2019/20
1
2020/21
2
2021/22
3
2021/22
4
2022/23
2023/24
5
Total remuneration ($’000)
$3,140
$3,608
$3,484
$1,404
$2,434
$5,944
% of maximum bonus earned
60%
100%
100%
100%
74%
85%
% maximum LTI vested
76%
100%
86%
N/A
N/A
79%
1
From 28 June 2019 to 31 March 2020.
2
The 2020/21 single figure has been updated to reflect the value of the LTIP on vesting.
3
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.
4
From 1 October 2021 to 31 March 2022.
5
2023/4 single figure includes the vesting of the 2021 LTIP award and the vesting on cessation of the 2022 and 2023 LTIP awards.
CEO pay ratio
As the majority of our employees are based in Africa, with only eight 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.
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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
Percentage change in
remuneration elements
from 2022/23 to 2023/24
Base
salary/
fees
Benefits
1
Bonus
Base
salary/
fees
Benefits
Bonus
Base
salary/
fees
Benefits
Bonus
Base
salary/
fees
Benefits
Bonus
Segun Ogunsanya
2
n/a
n/a
n/a
n/a
n/a
n/a
108%
50.5%
55.1%
5%
35%
20%
Jaideep Paul
3
n/a
n/a
n/a
n/a
n/a
n/a
25%
-5%
-7%
5%
22%
23%
Sunil Bharti Mittal
4
0%
0%
n/a
97%
0%
n/a
69%
-100%
n/a
0%
n/a
n/a
Awuneba Ajumogobia
3%
n/a
n/a
2%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Douglas Baillie
5
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
-42%
n/a
n/a
John Danilovich
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Andrew Green
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Akhil Gupta
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Shravin Bharti Mittal
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Annika Poutiainen
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Ravi Rajagopal
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
Kelly Bayer Rosmarin
6
n/a
n/a
n/a
133%
n/a
n/a
0%
n/a
n/a
-42%
n/a
n/a
Tsega Gebreyes
7
n/a
n/a
n/a
n/a
n/a
n/a
164%
n/a
n/a
3%
n/a
n/a
Full-time employees
8,9
5%
-8%
10%
6%
-7%
6%
7%
24%
12%
7%
10%
7%
1
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.
2
Joined the Board on 1 October 2021.
3
Joined the Board on 1 June 2021.
4
Fee increased from 1 November 2021.
5
Stepped down from the Board on 30 October 2023.
6
Joined the Board on 27 October 2020 and stepped down from the board on 31 October 2023.
7
Joined the Board on 12 October 2021.
8
Based on employees of the Group.
9
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 2023/24. No payments to past directors were made in 2023/24 apart from those disclosed
in previous remuneration reports. Segun Ogunsanya’s leaving arrangements will be implemented in financial year 2024/25 and have been
summarised in the annual statement. The vesting of his outstanding share awards has been summarised earlier in this report and included
in his single figure for 2023/24. They will be disclosed again in this section in the FY2024/25 annual report once they have come into effect.
Relative importance of spend on pay
This table sets out, for the year ended 31 March 2024, the total cost of our employee remuneration and the total distributions to shareholders
through dividends.
$million
2022/23
2023/24
% change
Dividends
$195
$212
8.7%
Overall remuneration expenditure
$287
$301
4.9%
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Part 3
continued
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 to increase fees in FY 24/25 as set out in the table below. In addition, it decided that the chair and members
of the Sustainability Committee would become eligible for committee fees whereas previously only the chairs and members of the Audit and
Remuneration Committees received these fees. In addition, the SID will also become eligible for additional committee fees when in the role of
chair or member of a Committee.
Role
Annual fee
1
In FY 23/24
Annual fee
1
In FY 24/25
As at
31 March 2024
$
2
Board chair fee
£300,000
£350,000
$441,000
Non-executive base fee
£70,000
£80,000
$100,800
Additional fees
Committee chair fee
£20,000
£20,000
$25,200
Supplement for senior independent director
£20,000
£20,000
$25,200
Committee membership fee (one committee)
£10,000
£10,000
$12,600
Committee membership fee (two committees)
£15,000
£15,000
$18,900
1
NED fees determined in pound sterling.
2
Adjustable closing FX rate of GBP/USD on 31 March 2024 – £1 = $1.26.
Executive Director service contracts
The outgoing CEO and the CFO have entered into agreements which may be terminated by either party on six months’ written notice in the case
of Segun, and on three months’ written notice in the case of the CFO.
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 2023 and
31 March 2024 (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 2023
Shareholding at
31 March 2024
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
7,416
52%
3,226,320
386,021
0
705,632
Jaideep Paul
585,675
1,451,988
361%
1,607,106
283,541
0
751,086
Non-executive directors (audited)
Shareholding at
31 March 2023
Shareholding at
31 March 2024
Sunil Bharti Mittal
1
–
–
Awuneba Ajumogobia
–
–
Douglas Baillie
20,000
20,000
John Danilovich
548,000
548,000
Andrew Green
–
–
Akhil Gupta
–
–
Shravin Bharti Mittal
1,2
0
0
Annika Poutiainen
30,000
30,000
Ravi Rajagopal
122,250
122,250
Kelly Bayer Rosmarin
–
–
Tsega Gebreyes
–
–
1
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 and Indian Continent Investment hold voting rights in Airtel Africa
as set out on page 167 (major shareholders). The 2023 number has been corrected from that disclosed in last year’s report.
2
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 2023 and the date of this report.
Directors’ Remuneration Report
continued
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164
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Part 3
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
Member since
Meeting
attendance
(6 meetings in
the year)
Tsega Gebreyes, Chair
October 2021
6 (6)
John Danilovich
April 2019
6 (6)
Awuneba Ajumogobia
April 2019
6 (6)
Douglas Baillie (stepped down during the year)
April 2019
3 (3)
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. As set out in the annual statement, the advice
received from A&M is reviewed as part of the annual Board effectiveness review and the Committee is satisfied that the advice received was
objective and independent. Total fees paid to A&M for the year in review were £243,454 (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 2024.
Share awards held by the executive directors (audited)
Segun Ogunsanya
Type of award
Maximum
unvested
awards held on
31 March 2023
Awards
granted
during year
Vested in
year
Lapsed
Maximum
unvested
awards
held as at
31 March 2024
Date of grant
Exercise
price
Vesting date
Replacement award – tranche 2
1
330,280
Nil
330,280
Nil
Nil
28-Jun-21
Nil
28-Jun-23
2021 LTIP – PSU
735,268
Nil
Nil
Nil
735,268
28-Jun-21
Nil
28-Jun-24
2021 LTIP – RSU
326,786
Nil
Nil
Nil
326,786
28-Jun-21
Nil
28-Jun-24
2022 LTIP – PSU
514,688
Nil
Nil
Nil
514,688
28-Jun-22
Nil
28-Jun-25
2022 LTIP – RSU
228,750
Nil
Nil
Nil
228,750
28-Jun-22
Nil
28-Jun-25
2022 Deferred bonus
136,161
Nil
Nil
Nil
136,161
28-Jun-22
Nil
28-Jun-24
2023 LTIP – PSU
Nil
1,065,621
Nil
Nil
1,065,621
27-Jun-23
Nil
27-Jun-26
2023 LTIP – RSU
Nil
355,207
Nil
Nil
355,207
27-Jun-23
Nil
27-Jun-26
2023 Deferred Bonus
2
Nil
249,860
Nil
Nil
249,860
27-Jun-23
Nil
27-Jun-25
1 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.
2 Deferred bonus award with a face value of $354,801 awarded in relation to the annual bonus for 2022/23. The award vests after 2 years and is subject to malus and
clawback. The share price used to determine the award was based on the average closing share price and FX rate for the three dealing days immediately prior to grant
of $1.42.
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Part 3
continued
Jaideep Paul
Type of award
Maximum
unvested
awards held
on 31 March
2023
Awards
granted
during year
Vested in
year
Lapsed
Maximum
unvested
awards
held as at
31 March 2024
Date of grant
Exercise
price
Vesting date
2020 LTIP – PSP
397,590
Nil
397,590
Nil
Nil
30-Oct-20
Nil
30-Oct-23
2020 LTIP – RSU
198,795
Nil
198,795
Nil
Nil
30-Oct-20
Nil
30-Oct-23
2021 LTIP – PSP
390,402
Nil
Nil
Nil
390,402
28-Jun-21
Nil
28-Jun-24
2021 LTIP – RSU
182,188
Nil
Nil
Nil
182,188
28-Jun-21
Nil
28-Jun-24
2022 LTIP – PSU
273,281
Nil
Nil
Nil
273,281
28-Jun-22
Nil
28-Jun-25
2022 LTIP – RSU
127,531
Nil
Nil
Nil
127,531
28-Jun-22
Nil
28-Jun-25
2022 Deferred bonus
134,954
Nil
Nil
Nil
134,954
28-Jun-22
Nil
28-Jun-24
One-off Share award
1
240,964
Nil
240,964
Nil
Nil
30-Oct-20
Nil
30-Oct-23
2023 LTIP – PSU
Nil
452,646
Nil
Nil
452,646
27-Jun-23
Nil
27-Jun-26
2023 LTIP – RSU
Nil
181,058
Nil
Nil
181,058
27-Jun-23
Nil
27-Jun-26
2023 Deferred Bonus
2
Nil
148,587
Nil
Nil
148,587
27-Jun-23
Nil
27-Jun-25
1 As the award does not have any performance conditions, it is not included in the single figure of remuneration, in accordance with the regulations.
2
Deferred bonus award with a face value of $210,994 awarded in relation to the annual bonus for 2022/23. The award vests after 2 years and is subject to malus and
clawback. The share price used to determine the award was based on the average closing share price and FX rate for the three dealing days immediately prior to grant
of $1.42.
Airtel Africa share price
The closing price of an ordinary share on the London Stock Exchange on 28 March 2024 (the last trading day in the financial year) was 105.8p,
with the range between 1 April 2023 and 31 March 2024 being 90.7p to 133.7p.
Statement on voting at the 2023 Annual General Meeting (unaudited)
At our 4 July 2023 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
97.07%
2.93%
3,195,039,300
96,383,217
137,269,959
Directors’ remuneration policy
90.84%
9.16%
2,991,605,194
301,651,563
135,435,718
On behalf of the Board
Tsega Gebreyes
Chair, Remuneration Committee
8 May 2024
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Directors’ report
This section contains matters not covered elsewhere on which the
directors are required to report each year.
Profit and dividends
Statutory (loss)/profit for Airtel Africa after tax for 2023/24 was
($89m) (2022/23: $750m), and company profit after tax for 2023/24
was $219m (2022/23: $229m). Details of our dividend distribution
during the year are set out on page 218 – see note 26.1 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 2024 of 3.57 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 2023,
the Board declared an interim dividend of 2.38 cents per ordinary
share, in line with our progressive dividend policy. This was paid on
15 December 2023 to shareholders who were on the UK and Nigerian
share registers on 10 November 2023.
Directors
The names of our current directors, along with their biographical
details, are set out on pages 88-91 and are incorporated into this
report by reference. Directors serving during the year are listed on
page 105.
Details of directors’ interests in our share capital are in our
remuneration report on page 163.
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 9.8.4R) 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
152
Details of where a shareholder has agreed to waive
future dividends:
The ongoing waiver of our Employee Benefit Trust (EBT)
and dividends payable on shares held in trust for use under
our employee share plans
167
Relationship agreement
168
Climate-related financial disclosures (LR 9.8.6R)
63-70
About this report
The directors of Airtel Africa present this report together with
the audited consolidated financial statements for the year ended
31 March 2024.
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 84-165 of the
governance report and this report on pages 166-170. Other
relevant information that is incorporated by reference can be
found in the strategic report:
•
Financial performance on pages 48-55
•
Business environment on pages 34-47
•
Outlook and financial management strategies, including
important events affecting the company since the year end
(with subsidiary undertakings included in consolidated
statements) on pages 1-80 and in note 33 on page 232
•
The principal risks and risk management framework on
pages 75-79
•
Our engagement with suppliers, customers and others on
pages 120
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Share capital and control
We have one class 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.
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 217.
Capital reduction and creation of distributable reserves
We continue to simplify our capital structure. The Board has made
significant progress in recent years in reducing leverage and
strengthening our balance sheet.
At our July 2023 AGM, shareholders approved a capital reduction.
This created additional distributable reserves that the company can
use to facilitate returns to shareholders, whether as dividends,
distributions or share buy-backs.
After this capital reduction, Airtel Africa share capital is 3,758,151,504
ordinary shares of USD $0.50 nominal value each, carrying one vote
each. There are no shares held in treasury.
Share buy-back
Given the levels of cash accretion and reduced leverage, and in view
of our consistently strong operating cash generation, in March 2024
the Board launched a programme to buy back up to $100m of shares
over a 12-month period. The Board believes that the buy-back will
complement the existing dividend policy (growing mid to high single
digits), reflecting the success of the strategy of cash accretion and
reducing debt at the HoldCo level.
The Board believes this is an attractive use of capital in light of our
long-term growth outlook. The programme uses the Group’s own cash
reserves and is in line with applicable securities laws and regulation.
Details of our share capital movement during the year are set out in the
consolidated statement of changes in equity on page 217.
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 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 register votes
in respect of these shares at our AGMs and has waived the right to
receive any dividends. At 31 March 2024, the EBT held 7,088,488
ordinary Airtel Africa shares. During the year, the EBT transferred
1,638,525 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 (DTR).
At 31 March 2024, we had been notified, in keeping with Rule 5, of the following holdings of ordinary share voting rights
2
:
Shareholder
Number of voting rights
% of capital
1
Airtel Africa Mauritius Limited
2,105,108,805
56.12
Indian Continent Investment Limited
567,665,566
15.13
Warburg Pincus LLC
145,212,068
3.87
Qatar Holding LLC
134,726,964
3.59
1
% interest in voting rights attaching to issued shares.
2 The company has not received any notifications in accordance with DTR5 from 1 April 2024 to the date of this 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 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.
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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)
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
on
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
on
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
1
2
3
4
5
Directors’ report
continued
Airtel Money Investments at a glance
GOVERNANCE REPORT
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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:
1.
Ordinary shares of Airtel Africa no longer being listed on the
premium listing segment and traded on the London Stock
Exchange (LSE)
2.
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 Limited (BAL) provides services to Airtel Africa and its
subsidiaries including Bharti Airtel International (Netherlands) B.V.
(BAIN) under a services agreement.
In October 2023, Airtel Africa announced that it had renewed the
services agreements through which BAL (itself or through its affiliates)
provides services to the company and its subsidiaries relating to
finance, operations and corporate head office functions. The services
agreements and related arrangements were described in Airtel Africa’s
prospectus published for listing in June 2019.
For the purposes of Chapter 11 of the Listing Rules, BAL is a related
party of the company by virtue of its shareholding through its wholly
owned indirect subsidiary Airtel Africa Mauritius Limited.
Pursuant to Listing Rule 11.1.10R, the transaction constitutes a
‘smaller related party transaction’, and the announcement was
made in accordance with Listing Rule 11.1.10R(2)(c). Airtel Africa
has had confirmation from its sponsors (JPM and Citi) that the terms
of the transaction are fair and reasonable as far as shareholders
are concerned.
The consideration paid to BAL under the existing services agreements
in the financial year ended 31 March 2024 was $18.5m (2022/23
$9.9m). It is estimated that the total payments to BAL in the current
financial year and the next financial year under the renewed existing
services agreements will amount to between $19.8m and $24m in
aggregate over the two-year period.
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 2024. We also hold liability insurance covering our directors
for any legal action against them. We took legal advice on this subject.
Branch and representative offices
Airtel Africa Services (UK) Limited has an office in Dubai, UAE.
We were issued a commercial licence in Dubai on 30 September
2021 with number 99099 – this is renewed each year.
Bharti Airtel International (Netherlands) B.V. has a branch office in
Nairobi, Kenya. It was issued a certificate of compliance on 7 October
2010 with number CF/2010/33117.
Anti-bribery and anti-corruption
In line with the Bribery Act 2010, we have written policies on avoiding
and not tolerating bribery or corruption. These apply across all our
businesses and can be found on our website. All employees are
trained in anti-bribery and anti-corruption to help mitigate the risk of
reputational damage, financial penalties and possible exclusion from
certain approved partnerships.
Political donations
In line with our policy, we have not made any donations to political
parties during the year.
At our next AGM, our directors will again be asking for the authority
to make political donations of no more than £25,000 in total. This is
to strengthen our corporate governance by making sure that neither
Airtel Africa nor our subsidiaries inadvertently breach the wide
definitions in Part 14 of the Companies Act 2006.
Employing people with disabilities
It is our policy that people with disabilities should be fairly considered
for any job vacancy.
We’re committed, wherever possible, to making sure that people with
disabilities are encouraged to apply for employment and able to work
successfully at Airtel Africa.
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170
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Annual Report and Accounts 2024
Important events since the end of the
financial year
Details of important events affecting the Group that have occurred
since the end of the financial year are set out in the strategic report
and note 34 to the consolidated financial statements on page 238.
Our auditor
Deloitte LLP has confirmed its willingness to continue as our auditor.
Following our Audit and Risk Committee’s review of its effectiveness
(described on page 136), we will propose at our AGM that we
reappoint Deloitte LLP.
Our policy is that our auditor will not carry out non-audit services,
except where appropriate and in line with our policy for doing such
work. Our Audit and Risk Committee also considers the ethical and
auditing professional standards related to non-audit services by our
external auditor. Deloitte LLP provided limited non-audit services
during the year in line with our policy as described in the Audit and
Risk Committee report – see page 136.
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 126-137.
Airtel Africa has complied throughout the reporting period with the
provisions of the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) order 2014.
Annual General Meeting
Our AGM will be live streamed on Wednesday 3 July 2024 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 2024
Notice of the Annual General Meeting available on our website at
www.airtel.africa.
In line with recent practice and good governance, we’ll conduct all
voting on resolutions at this year’s AGM by poll. The Board believes
that this way of voting gives as many shareholders as possible the
opportunity to have their votes counted.
This directors’ report has been approved by the Board and is signed
on its behalf by:
Simon O’Hara
Group company secretary
8 May 2024
Directors’ report
continued
GOVERNANCE REPORT
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171
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Annual Report and Accounts 2024
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 judgements 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
•
Assess 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.
Controls over financial reporting
Our Executive Committee and the Board are responsible for
establishing and maintaining adequate internal control over financial
reporting, emerging risks and principal risks for the Group.
Our internal control over financial reporting includes policies and
procedures that:
•
Relate to the maintenance of records that accurately and fairly
reflect transactions and dispositions of assets in reasonable detail
•
Are designed to provide reasonable assurance that transactions
are recorded as necessary to permit the preparation of financial
statements in accordance with the requirements of the Companies
Act 2006 and IFRSs 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)
•
Provide reasonable assurance around prevention and timely
detection of unauthorised acquisition, use or disposition of our
assets that could materially affect the financial statements.
Any internal control framework, no matter how well designed, has
inherent limitations including the possibility of human error and the
circumvention or overriding of controls and procedures – and may not
prevent or detect misstatements. Also, projections of any evaluation of
future effectiveness are subject to the risk that controls may become
inadequate because of changes in conditions or because of reduced
compliance with the policies or procedures.
Through the outcome of a self-review programme, the Group assessed
the effectiveness of our internal control over financial reporting on
31 March 2024. Our controls were also subjected to other assurance
activities: Group Internal Audit tested key controls on a regular basis
and reported their findings, and Group External Audit also tested
controls as part of their statutory audit process. No significant or
material control weaknesses were identified.
The Group regularly discusses anticipated new regulatory
requirements in relation to internal controls over financial reporting.
Regulatory developments will continue to be monitored and the
Group will adopt requirements as the landscape develops to ensure
full compliance.
During the period covered by this document, there were no changes in
the Group’s internal control over financial reporting that have materially
affected or are reasonably likely to materially affect the effectiveness of
our internal controls over financial reporting.
On behalf of the Board
Simon O’Hara
Group company secretary
8 May 2024
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 8 May 2024 and is signed on its behalf by:
Segun Ogunsanya
Chief executive officer
8 May 2024
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172
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FINANCIAL STATEMENTS
Financial
statements
173
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173
Airtel Africa plc Annual Report and Accounts 2024
In this section
174
Independent auditors’ report
183
Consolidated statement
of comprehensive income
184
Consolidated statement
of financial position
185
Consolidated statement
of changes in equity
186
Consolidated statement
of cash flows
187
Notes to consolidated
financial statements
239
Company statement
of financial position
240
Company statements
of changes in equity
241
Notes to company only
financial statements
Other information
249
Forward-looking statements
250
Glossary
254
General shareholders’ information
IBC
Auditor’s ESEF assurance statement
FINANCIAL STATEMENTS
174
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Annual Report and Accounts 2024
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 ‘parent
company’) and its subsidiaries (the ‘group’) give a true and fair
view of the state of the group’s and of the parent company’s
affairs as at 31 March 2024 and of the group’s loss 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 parent 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 parent company statements of
financial position;
•
the consolidated and parent company statements of changes
in equity;
•
the consolidated statement of cash flow; and
•
the related notes 1 to 34 of the group financial statements and the
related notes 1 to 11 of the parent 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
FRS 101 “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 parent 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 the parent company for the year
are disclosed in note 8.1 to the 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 parent 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 mobile money revenue;
•
Mobile money restricted cash;
•
Classification of legal matters; and
•
Devaluation of the Nigerian naira.
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, determined
using a range of metrics. Materiality represents
1.3% of revenue, 2.7% of EBITDA, 2.8% of net
assets, 8.7% of underlying profit before tax and
0.7% of total assets.
Scoping
In the current year the GSM (also known as
mobile services) and Airtel Money (also known
as mobile money) businesses in each country
were classified as separate components to
reflect the continued growth in the Airtel
Money business. There were four full-scope
audits, ten were subject to an audit of specified
account balances and all other businesses
were subject to review at group level. The full
scope and specified account balances covered
91% of group EBITDA, 85% of group revenue
and 88% of group net assets.
Significant changes
in our approach
During the year, the Nigerian naira (“NGN”)
devalued significantly against the USD. This
devaluation has had a significant impact on the
financial performance of the group and the
financial statements as a whole. We therefore
identified the impact that the devaluation of
NGN had on the financial statements as a key
audit matter for the current year.
We also identified the GSM business in the
Democratic Republic of the Congo as a full
scope audit this year to reflect an increase
in the size of that business. Key changes in
component scope are summarised above.
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 parent
company’s ability to continue to adopt the going concern basis of
accounting included:
•
obtaining an understanding of the relevant controls over the group’s
forecasting process;
•
performing retrospective reviews of the historical forecasts to
assess the reasonableness of the group’s forecasting process;
•
performing risk assessment procedures in response to continued
macro-economic uncertainty in many African markets including but
not limited to currency devaluation and higher inflation. In particular
we updated our risk assessment procedures to consider whether
the devaluation of NGN increases the going concern risk, including
the impact on the group’s liquidity position if the group is unable to
repatriate US dollars from Nigeria;
•
assessing the reasonableness of the anticipated impact of the
group’s principal risks on the group’s cash flow projections, including
within the reasonable worst case forecast;
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Annual Report and Accounts 2024
•
assessing consistency of cash flow forecasts with the cash flow
forecasts used for the purposes of goodwill impairment reviews,
long term viability assessment and recognition of deferred
tax assets;
•
assessing the reasonableness of the reverse stress test scenario;
•
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
pay-outs;
•
obtaining direct confirmations from banks of the value, duration
and terms for the group’s undrawn committed facilities at the date
of signing these financial statements and the terms thereof;
•
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 financial statement disclosures
related to going concern.
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 parent
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 $4,979m (March 2023: $5,255m) is derived from the provision
of voice, data, mobile money and other services. Voice and data services account for $3,913m (March 2023: $4,278m) of
revenue and mobile money services account for $649m (March 2023: $540m).
Most 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 add and transfer funds and make payments via the
group’s mobile money IT platform, Mobiquity. The group’s accounting policies on prepaid and mobile money revenue are
set out in note 2.19.
Due to the complexity of the group’s revenue recording systems (in particular the Intelligent Network (IN) system 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 accuracy of tariffs in the applicable systems; and (ii) the manual revenue
reconciliation process from the billing system to the general ledger and the resulting manual journal entries. For mobile
money, we identified a key audit matter in relation to the accuracy of rates and tariffs within the Mobiquity system.
Errors in group’s revenue recording system would impact the accuracy of prepaid and/ or mobile money revenue.
Given the above, and the risk that prepaid and mobile money revenue could be manipulated to improve the group’s
financial performance, we identified this area as a fraud risk.
How the scope
of our audit
responded to the
key audit matter
We performed the following procedures in response to the key audit matter :
•
with the involvement of our IT specialists we obtained an understanding of 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 Mobiquity IT platform for mobile money;
•
obtaining an understanding of, and testing, the relevant controls over the approval and maintenance of new plans in the
IN billing system and authorisation of rate changes and the maintenance of rates within the IN and Mobiquity 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 and data usage 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 are consistent with the approved tariffs;
•
for mobile money, testing a sample of wallet transactions to test the accuracy of mobile money revenue and resolution
of exceptions in addition to performing independent wallet testing to evidence that the amounts charged to the
subscribers are consistent with the approved tariffs;
•
assessing key movements in prepaid revenue recorded within the general ledger against cash collection in the billing
systems at the group level;
•
for prepaid revenue, testing a sample of tariffs set up and amendments within the IN system;
•
for mobile money, testing a sample of tariffs set up and amendments within the Mobiquity system; and
•
recomputing mobile money revenue based on the transaction volumes and the applicable transaction rates.
Key observations
Based on the work performed, we consider mobile money and prepaid revenue to be accurately recorded and that
prepaid revenue has been recorded in the correct period.
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
Independent auditor’s report
to the members of Airtel Africa plc continued
5.2. Mobile money restricted cash
Key audit matter
description
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 2024 amounted to $737m (March 2023: $616m) and is presented as ‘balance
held under mobile money trust.’
Mobile money restricted cash relates to customer wallet balances held under mobile money trust. The group’s accounting
policies on prepaid and mobile money revenue are set out in note 2.14.
We identified a key audit matter that the mobile money restricted cash balance does not exist given the significance and
size of this balance and to the overall balance sheet of the group and that the balance is held with a wide variety of banks.
We also identified a fraud risk around the exsistence of this balance given the significance of this balance and the potential
risk for misappropriation.
How the scope
of our audit
responded to the
key audit matter
We performed the following procedures in response to the key audit matter :
•
obtaining and understanding of, and testing, the relevant controls around the existence of the mobile money restricted
cash balance;
•
obtaining and testing the mobile money bank reconciliations, tracing the amounts held to external, independent
confirmations and agreeing any reconciling items to supporting evidence; and
•
selecting a sample of transactions at or around period end and testing that 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 $2m (March 2023: $2m) in respect of legal claims against components
operating within certain jurisdictions. This is included in the total provision for legal and regulatory cases amounting to
$12m (March 2023: $19m) as set out in note 24 to the financial statements. Contingent liabilities as at 31 March 2024
for legal claims in these jurisdictions amounted to $76m (March 2023: $82m) as described in Note 28 to the financial
statements. There are also a number of cases where the outcome of a sucessful claim is considered remote, increasing
the risk of misclassification of legal matters and therefore, the risk of inaccuracy of the provisions and contingent liability.
Airtel Africa has business operations in 14 countries across Africa, each with different legal environments. Certain
components operate in higher-risk jurisdictions than others where there is a greater risk of a higher number of claims.
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 legal 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.
Further information on the group’s policies for legal matters, including the judgements taken, can be found in notes 2.17
and 2.18 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 134.
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 28) and probable (provision, note 24)
in accordance with IAS 37, with a focus on components operating in certain jurisdictions. Management has exercised
significant judgement in determining their assessment of the outcome and the accounting consequences thereon which
has a risk of being susceptible to bias. Given the judgement that needs to be exercised in the classification of legal cases
as probable, possible and remote, we identified this as a fraud risk.
How the scope
of our audit
responded to the
key audit matter
We performed the following procedures in response to the key audit matter :
•
obtaining an understanding of, and testing, relevant controls concerning the classification of legal cases;
•
assessing a sample of cases and challenging whether the cases are appropriately classified as probable, possible or
remote as per IAS 37 by holding discussions with the group’s internal legal counsel and obtaining supporting evidence
for a sample of cases;
•
circularising external legal counsel for a sample of cases and evaluating the rationale for their assessment of whether
a case is probable, possible or remote is appropriate. We also considered the competence, capability and objectivity of
external legal counsel; and
•
evaluating the financial statement disclosures including the articulation of each material case.
Key observations
Based on the work 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 24 and 28 of the financial statements to
be appropriate.
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5.4. Devaluation of the Nigerian naira
Key audit matter
description
The group has significant operations in Nigeria (Airtel Nigeria) whose functional currency is the NGN. Airtel Nigeria has
liabilities (primarily leases in respect of towers) denominated in US dollars (“USD”). The movement between NGN and
USD exchange rates lead to the recording of exchange gains and losses within the Airtel Nigeria income statement. In
addition, the group reports its results in USD and consequently movements in the NGN and USD exchange rate impacts
both the income statement and the balance sheet upon translation of Airtel Nigeria’s results into USD for group reporting
purposes.
During the year there has been a significant devaluation of NGN against the USD (from 461 at 1 April 2023 to 1,303
at 31 March 2024), reaching a high in the year of 1,621. This devaluation has had a significant impact on the financial
statements and the reported performance of the group, including recording a foreign exchange loss in the income
statement of $1,070m. Management have recorded $770m of this loss as an exceptional item within the financial
statements.
In addition, the devaluation of NGN has led to an exceptional tax credit of $250m and an exchange loss in reserves
(reducing net assets) of $944m.
Further details on the impact of the translation of NGN on the financial statements, including the presentation of part
of the foreign exchange loss as exceptional, can be found in Note 5 of the financial statements. The Audit and Risk
Committee also comment on this matter in their report on pages 130 and 134.
The group also presents constant currency measures within the strategic report which removes the impact of the
NGN devaluation from the financial results and presents these constant currency measures alongside reported
currency measures.
Given the significant impact that the devaluation of NGN has had on the financial statements and financial performance
of the group, we identified a key audit matter in respect of the recording of the foreign exchange loss, the presentation
of part of this exchange loss as an exceptional item and the overall impact that this devaluation has had on the
financial statements.
How the scope
of our audit
responded to the
key audit matter
We performed the following procedures in response to the key audit matter:
•
updating our planning and risk assessment procedures, including the impact that the devaluation had on our
assessment of materiality, audit scope and audit risk(s);
•
obtained an understanding of the relevant controls established by the group over the recording of foreign exhange
losses and the presentation in the financial statements;
•
recomputed the foreign exchange loss recorded in the financial statements, including the corresponding tax credit.
This included verifying the exchange rates used to external sources and assesing whether the exchange rate used to
compute the foreign exchange loss was appropriate;
•
challenged the group’s presentation of $770m of the foreign exchange loss as an exceptional in line with the group’s
policy on the classification of exceptional items. We also challenged whether the policy was acceptable and that its
application did not give a misleading view of the financial performance of the group;
•
assessed the impact that the devaluation of NGN had on other accounting judgements and estimates within the
financial statements including impairment of goodwill, deferred tax and going concern;
•
read the information within the strategic report on the impact that the devaluation of the NGN has had on the financial
statements and considered whether this information is consistent with the financial statements and the knowledge
obtained during the course of our audit; and
•
considered the presentation of constant currency measures within the annual report and considered whether these
are balanced with the presentation of reported currency measures and that the constant currency measures were not
presented with undue prominence.
Key observations
Based on the work performed, we agree that the derivative and foreign exchange loss of $1,070m (and the corresponding
tax credit) has been correctly computed and that the related presentation of $770m of this loss as exceptional meets the
group’s policy on exceptional items.
We further agree that the effect of the NGN devaluation within the annual report has been described in a manner
consistent with the financial statements and the knowledge we have obtained through our audit procedures and the
disclosures relating to the impact of foreign exchange adequately describe the related effect on the overall financial
performance of the group.
FINANCIAL STATEMENTS
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Independent auditor’s report
to the members of Airtel Africa plc continued
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 (2023: $65m)
$41m (2023: $41m)
Basis for determining
materiality
Materiality represents 1.3% of revenue, 2.7% of EBITDA,
2.8% of net assets, 8.7% of underlying profit before tax
and 0.7% of total assets.(2023: 6.3% of profit before tax
and 2.5% of EBITDA).
1% of net assets (2023: 1% of net assets).
Rationale for the
benchmark applied
In prior years materiality has been based on profit before
tax. However, the devaluation of the NGN against the USD
has led to the recording of a significant foreign exchange
loss and led to a loss before tax. Basing materiality on
more stable measures would therefore be appropriate.
We have therefore looked to a range of other key metrics
in the financial statements including Revenue, EBITDA, net
assets and total assets in selecting materiality of $65m.
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.
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% (2023: 65%) of group materiality
65% (2023: 65%) 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 sixth year of our audit of the consolidated financial statements and
fifth year of auditing the group as a listed entity on the London Stock Exchange;
b. the history of errors identified; and
c. the maturity of the group’s control environment, refer to section7.2..
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 (2023: $3.3m),
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.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our scoping of components 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. In each country the group has a separate mobile services and mobile money
business, each of which was identified as a component for audit purposes. These components are 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 BV), which holds a part of the
group’s debt, and Airtel Africa plc, the parent company.
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Full scope audits are performed on four components and audits of
specified account balances on ten components as set out in the
table below.
We performed a full scope audit on Airtel Africa plc and an audit
of specified account balances on Bharti Airtel Netherlands BV.
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
mobile service transactions at the shared service centre were
subject to a full scope audit.
The group audit team performed review at the group level on the
remaining components not included within full scope or specified
account balances scope, each of which are insignificant to the group.
This included other holding companies within the Netherlands
including AMC BV, 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 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
Nigeria mobile services
–
Nigeria mobile money
East Africa
Uganda mobile services
Tanzania, Malawi, Kenya and Zambia
mobile services
Uganda, Tanzania, Malawi and Zambia
mobile money
Rwanda mobile services and
mobile money
Francophone
Africa
Democratic Republic of Congo
mobile services
Democratric Republic of Congo
mobile money
Congo Brazzaville, Niger, Chad, Gabon,
Madagascar and Seychelles mobile
services and mobile money
Central
Airtel Africa plc and Shared
service centre in India for the
full scope components.
Netherlands holding company and
shared service centre in India for other
components in scope.
Other components deemed insignificant
to the group
Revenue
61%
15%
24%
Full audit scope
Specified audit procedures
Review at Group level
Profit before tax
86%
12%
2%
Full audit scope
Specified audit procedures
Review at Group level
Total assets
55%
9%
36%
Full audit scope
Specified audit procedures
Review at Group level
FINANCIAL STATEMENTS
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Independent auditor’s report
to the members of Airtel Africa plc continued
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).
The key systems in scope for the audit were the accounting and
revenue recording systems (IN 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 rely 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. We also rely on controls on the central
processes for the classification of legal cases, the recording of leases
and the consolidation processes.
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 63-70 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. Management considered the impact of climate
change on the impairment review performed on the group’s assets.
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 have assessed the appropriateness of this disclosure.
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 India 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 our oversight procedures, we visited all the full scope
components and all the components subject to audit of specified
account balances (Nigeria, Uganda, DRC, Kenya, Tanzania, Malawi and
Zambia). We also visited 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 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 parent 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 parent company or
to cease operations, or have no realistic alternative but to do so.
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.
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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, the directors
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 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 jurisdiction. 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, Listing Rules and 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. These included the regulations
set by the telecommunication and mobile money regulator within each
operating entity and the relevant financial regulations which govern
the group’s components.
11.2 Audit response to risks identified
As a result of performing the above, we identified prepaid and mobile
money revenue, mobile money restricted cash and classification of
legal matters as key audit matters relating to the potential risk of fraud
or non-compliance with laws and regulations. The key audit matters
section of our report explains the matters in more detail and also
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 concerning 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 relevant
correspondence with relevant tax authorities; and
•
in addressing the risk of fraud through management override of
controls, testing the appropriateness of journal entries and other
adjustments; 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
internal specialists and significant component audit teams and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
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 parent 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.
FINANCIAL STATEMENTS
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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 page 131 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 page 80-81;
•
the directors’ statement on fair, balanced and understandable
set out on page 132;
•
the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 72;
•
the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 73-79; and
•
the section describing the work of the Audit and Risk
Committee set out on pages 126-137.
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 parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
•
the parent 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 on April 2019 to audit the financial
statements for the year ending 31 March 2019 and subsequent
financial periods. The period of total uninterrupted engagement
including previous renewals and reappointments of the firm is six
years, covering the years ended 31 March 2019 to 31 March 2024.
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) 4.1.15R – DTR 4.1.18R, these
financial statements form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the FCA
in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report
provides no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with DTR 4.1.15R
– DTR 4.1.18R.
We have been engaged to provide assurance on whether the
Electronic Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R – DTR 4.1.18R and will publicly report
separately to the members on this.
Ryan Duffy (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
8 May 2024
Independent auditor’s report
to the members of Airtel Africa plc continued
 
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Consolidated statement of comprehensive income
(All amounts are in US$ millions unless stated otherwise)
Note
For the year ended
31 March 2024
31 March 2023
Income
Revenue
6
4,979
5,255
Other income
21
13
5,000
5,268
Expenses
Network operating expenses
926
1,027
Access charges
314
410
Licence fee and spectrum usage charges
244
241
Employee benefits expense
7
301
287
Sales and marketing expenses
576
521
Impairment loss on financial assets
5
14
Other operating expenses
8
206
193
Depreciation and amortisation
9
788
818
3,360
3,511
Operating profit
1,640
1,757
Finance costs
– Derivative and foreign exchange losses
Nigerian naira
10
1,070
224
Other currencies
10
189
114
– Other finance costs
10
482
414
Finance income
10
(38)
(29)
Share of profit of associate and joint venture accounted for using equity method
(0)
(0)
(Loss)/profit before tax
(63)
1,034
Income tax expense
12
26
284
(Loss)/profit for the year
(89)
750
(Loss)/profit before tax (as presented above)
(63)
1,034
Add: Exceptional items
11
807
–
Underlying profit before tax
744
1,034
(Loss)/profit after tax (as presented above)
(89)
750
Add/(less): Exceptional items
11
549
(161)
Underlying profit after tax
460
589
Other comprehensive income (‘OCI’)
Items to be reclassified subsequently to profit or loss:
Loss due to foreign currency translation differences
(1,175)
(350)
Gain on debt instruments at fair value through other comprehensive income
0
–
Tax on above
2
(3)
Share of OCI of associate and joint venture accounted for using equity method
(0)
–
(1,173)
(353)
Items not to be reclassified subsequently to profit or loss:
Re-measurement gain/(loss) on defined benefit plans
0
(0)
Tax on above
(0)
0
(0)
0
Other comprehensive loss for the year
(1,173)
(353)
Total comprehensive (loss)/income for the year
(1,262)
397
(Loss)/profit for the year attributable to:
(89)
750
Owners of the company
(165)
663
Non-controlling interests
76
87
Other comprehensive loss for the year attributable to:
(1,173)
(353)
Owners of the company
(1,141)
(341)
Non-controlling interests
(32)
(12)
Total comprehensive (loss)/income for the year attributable to:
(1,262)
397
Owners of the company
(1,306)
322
Non-controlling interests
44
75
(Loss)/earnings per share
Basic
13
(4.4) cents
17.7 cents
Diluted
13
(4.4) cents
17.7 cents
 
 
FINANCIAL STATEMENTS
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Consolidated statement of financial position
(All amounts are in US$ millions unless stated otherwise)
Note
As of
31 March 2024
31 March 2023
Assets
Non-current assets
Property, plant and equipment
14
1,827
2,295
Capital work-in-progress
14
232
212
Right of use assets
29
1,483
1,497
Goodwill
15
2,569
3,516
Other intangible assets
15
725
813
Intangible assets under development
15
4
399
Investment accounted for using equity method
5
4
Financial assets
– Investments
0
0
– Derivative instruments
16
0
9
– Others
30
34
Income tax assets (net)
5
1
Deferred tax assets (net)
12
543
337
Other non-current assets
17
146
151
7,569
9,268
Current assets
Inventories
26
15
Financial assets
– Investments
2
–
– Derivative instruments
16
10
4
– Trade receivables
18
184
145
– Cash and cash equivalents
19
620
586
– Other bank balances
19
353
131
– Balance held under mobile money trust
737
616
– Others
20
106
142
Other current assets
17
254
259
2,292
1,898
Total assets
9,861
11,166
Liabilities
Current liabilities
Financial liabilities
– Borrowings
21
1,426
945
– Lease liabilities
29
357
395
– Derivative instruments
16
144
5
– Trade payables
422
460
– Mobile money wallet balance
722
582
– Others
22
440
533
Provisions
24
78
83
Deferred revenue
123
183
Current tax liabilities (net)
119
194
Other current liabilities
23
215
192
4,046
3,572
Net current liabilities
(1,754)
(1,674)
Non-current liabilities
Financial liabilities
– Borrowings
21
947
1,233
– Lease liabilities
29
1,732
1,652
– Put option liability
32
552
569
– Derivative instruments
16
33
43
– Others
22
146
147
Provisions
24
22
21
Deferred tax liabilities (net)
12
67
108
Other non-current liabilities
23
16
13
3,515
3,786
Total liabilities
7,561
7,358
Net assets
2,300
3,808
Equity
Share capital
25
1,875
3,420
Reserves and surplus
26
285
215
Equity attributable to owners of the company
2,160
3,635
Non-controlling interests (‘NCI’)
140
173
Total equity
2,300
3,808
The consolidated financial statements of Airtel Africa plc (company registration number: 11462215) were approved by the Board of directors and
authorised for issue on 8 May 2024 and were signed on its behalf by:
For and on behalf of the Board of Airtel Africa plc
Olusegun Ogunsanya
Chief executive officer
8 May 2024
 
 
185
Airtel Africa plc
Annual Report and Accounts 2024
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
1
Amount
Retained
earnings
Transactions
with NCI
reserve
Other
components
of equity
Total
As of 1 April 2022
6,839,896,081
3,420
3,436
(942)
(2,412)
82
3,502
147
3,649
Profit for the year
–
–
663
–
–
663
663
87
750
Other comprehensive
income/(loss)
–
–
(0)
–
(341)
(341)
(341)
(12)
(353)
Total comprehensive
income/(loss)
–
–
663
–
(341)
322
322
75
397
Transactions with owners
of equity
Employee share-based
payment reserve
–
–
(2)
–
–
(2)
(2)
–
(2)
Purchase of own shares
(net)
–
–
–
–
(5)
(5)
(5)
–
(5)
Transactions with NCI
–
–
–
13
–
13
13
3
16
Dividend to owners of the
company
–
–
(195)
–
–
(195)
(195)
–
(195)
Dividend (including tax)
to NCI
2
–
–
–
–
–
–
–
(52)
(52)
As of 31 March 2023
6,839,896,081
3,420
3,902
(929)
(2,758)
215
3,635
173
3,808
(Loss)/profit for the year
–
–
(165)
–
–
(165)
(165)
76
(89)
Other comprehensive
income/(loss) (refer to note
5(b) and 5(c))
–
–
0
–
(1,141)
(1,141)
(1,141)
(32)
(1,173)
Total comprehensive
income/(loss)
–
–
(165)
–
(1,141)
(1,306)
(1,306)
44
(1,262)
Transactions with
owners of equity
Employee share-based
payment reserve
–
–
(1)
–
2
1
1
–
1
Purchase of own shares
(net)
–
–
–
–
1
1
1
–
1
Cancellation of deferred
shares (refer to note 5(d))
(3,081,744,577)
(1,541)
1,541
–
–
1,541
–
–
–
Ordinary shares buy-back
programme (refer to note
5(f))
(7,389,855)
(4)
(9)
–
(37)
(46)
(50)
–
(50)
Transactions with NCI
3
–
–
–
91
–
91
91
(12)
79
Dividend to owners of the
company (refer to note 5(a))
–
–
(212)
–
–
(212)
(212)
–
(212)
Dividend (including tax)
to NCI
2
–
–
–
–
–
–
–
(65)
(65)
As of 31 March 2024
3,750,761,649
1,875
5,056
(838)
(3,933)
285
2,160
140
2,300
1
Includes ordinary and deferred shares until 31 March 2023. Deferred shares have been cancelled during the year ended 31 March 2024 as explained in note 5(d), therefore,
as of 31 March 2024, it includes only ordinary shares. Refer to note 25 for further details.
2
Dividend to NCI include tax of $4m (31 March 2023: $3m).
3 This primarily relates to:
•
Excess of consideration over proportionate net assets on sale of 10.89% shares of Airtel Uganda to minority shareholders under IPO of Airtel Uganda amounting to $49m,
as explained in note 5(e).
•
Reversal of put option liability by $24m (31 March 2023: $16m) for dividend distribution to put options non-controlling interest holders (any dividend paid to the put option
non-controlling interest holders is adjustable against the put option liability based on the put option arrangement).
•
Adjustment of $18m to non-controlling interests pertaining to Airtel Mobile Commerce B.V. (AMC BV) on account of completion of restructuring period and consequent
release of escrow shares as per agreement with non-controlling interest holders.
 
 
FINANCIAL STATEMENTS
186
Airtel Africa plc
Annual Report and Accounts 2024
Consolidated statement of cash flows
(All amounts are in US$ millions unless stated otherwise)
For the year ended
31 March 2024
31 March 2023
Cash flows from operating activities
(Loss)/profit before tax
(63)
1,034
Adjustments for:
Depreciation and amortisation
788
818
Finance income
(38)
(29)
Finance costs:
– Derivative and foreign exchange losses
Nigerian naira
1,070
224
Other currencies
189
114
– Other finance costs
482
414
Share of profit of associate and joint venture accounted for using equity method
(0)
(0)
Other non-cash adjustments
1
0
2
Operating cash flow before changes in working capital
2,428
2,577
Changes in working capital
Increase in trade receivables
(79)
(45)
Increase in inventories
(16)
(13)
Increase in trade payables
56
9
Increase in mobile money wallet balance
207
120
Increase/(decrease) in provisions
3
(32)
Increase in deferred revenue
21
37
Increase in other financial and non-financial liabilities
76
113
Increase in other financial and non-financial assets
(93)
(140)
Net cash generated from operations before tax
2,603
2,626
Income taxes paid
(344)
(397)
Net cash generated from operating activities (a)
2,259
2,229
Cash flows from investing activities
Purchase of property, plant and equipment and capital work-in-progress
(868)
(779)
Purchase of intangible assets and intangible assets under development
(161)
(502)
Purchase of other short-term investments
(2)
–
Maturity of deposits with bank
731
350
Investment in deposits with bank
(961)
(126)
Investment in joint venture
–
(0)
Dividend received from associate
–
2
Interest received
33
29
Net cash used in investing activities (b)
(1,228)
(1,026)
Cash flows from financing activities
Purchase of shares under buy-back programme
(9)
–
Purchase of own shares by ESOP trust
(2)
(8)
Proceeds from sale of shares to NCI
53
–
Proceeds from borrowings
713
906
Repayment of borrowings
(550)
(1,018)
Repayment of lease liabilities
(324)
(279)
Dividend paid to non-controlling interests
(59)
(75)
Dividend paid to owners of the company
(212)
(195)
Payment of deferred spectrum liability
(21)
(21)
Interest on borrowings, lease liabilities and other liabilities
(440)
(400)
Inflow/(outflow) on maturity of derivatives (net)
7
(49)
Net cash used in financing activities (c)
(844)
(1,139)
Increase in cash and cash equivalents during the year (a+b+c)
187
64
Currency translation differences relating to cash and cash equivalents
(128)
(70)
Cash and cash equivalents as at beginning of the year
841
847
Cash and cash equivalents as at end of the year
(refer to note 19)
2.
900
841
1
For the year ended 31 March 2024 and 31 March 2023, this mainly includes movements in impairment of trade receivable and other provisions.
2
Includes balances held under mobile money trust of $737m (March 2023: $616m) on behalf of mobile money customers which are not available for use by the Group.
 
Airtel Africa plc
Annual Report and Accounts 2024
187
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 (UK) 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 both on the London Stock
Exchange (LSE) and 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 primarily
consist of the provision of telecommunications and mobile
money services.
2. Summary of material 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
US 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 consolidated financial statements.
During the year, the Group has changed the classification of
distribution costs relating to its mobile money business to better
reflect the nature of these costs, reclassifying costs previously
included in other operating expenses to the sales and marketing
expenses in the consolidated statement of comprehensive income.
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 new IFRS
and newly issued amendments is as follows:
•
Amendments to IAS 12 in relation to relation to ‘deferred tax related
to assets and liabilities arising from a single transaction’.
•
Amendments to IAS 1 in relation to ‘Disclosure of Accounting
Policies’, including removal of certain immaterial policies.
•
Amendments to IAS 8 in relation to ‘Definition of Accounting
Estimates’.
•
Amendments to IAS 12 in relation to relation to ‘Pillar Two Model
rules’ (see below for more details).
On 25 May 2023, the amendments to IAS 12 ‘Income Taxes’ were
released by IASB and endorsed by the UKEB on 19 July 2023. These
amendments relate to International Tax Reform ‘Pillar 2 income taxes’
and clarify how the effects of the global minimum tax framework
should be accounted for and disclosed. The amendments also provide
a temporary mandatory exception from deferred tax accounting for
the top-up tax, which would have been effective immediately, if this
exception was not provided. The Group using this exception has
therefore not recognised or disclosed tax assets and liabilities relating
to ‘Pillar 2 income taxes’.
On 23 March 2023, HM Treasury released draft legislation for the
Global Minimum Tax rules in the UK which was substantively enacted
on 20 June 2023, this legislation will apply to the Group with effect
from 1 April 2024.
The Group predominantly operates in jurisdictions which have a
simplified effective tax rate above 15% and is expecting to rely on the
Transitional Country-by-Country Reporting (CbCR) Safe Harbour
provisions until 31 March 2027. During the year, a transitional safe
harbour assessment was performed for all the Group’s jurisdictions
and material top-up tax is not expected to arise. The assessment
was based on the profits and tax expense determined as part of
the preparation of the Group’s consolidated financial statements,
considering only certain adjustments that would have been required
applying the legislation.
2.2 Basis of measurement
The financial statements have been prepared on the historical cost
basis except for certain 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 (including the scheduled
bond repayment of $550m in May 2024 and repayment of other loans
due for repayment in the going concern period) to June 2025 (going
concern assessment period) under both a base case and reasonable
worst-case scenarios, including reverse stress test. This assessment
takes into consideration its principal risks and uncertainties, including
a reduction in revenue and EBITDA and a devaluation of the various
currencies in the countries in which the Group operates, including the
Nigerian naira. As part of this evaluation, the Group has considered
available ways to mitigate these risks and uncertainties and has also
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
188
(All amounts are in US$ millions unless stated otherwise)
2. Summary of material accounting
policies continued
considered committed undrawn facilities of $351m 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 above-mentioned factors
impacting the Group’s businesses, the impact of downside sensitivities,
and the mitigating actions available to the Group, 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 interests is 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 or loss and other
comprehensive income/loss are attributed to the controlling and
non-controlling interests in proportion to their ownership interests.
Total comprehensive income is attributable to the owners of the
company and to the non-controlling interest, even if this results in
the non-controlling interests having a deficit balance.
The Group has written a put option to non-controlling shareholders
in one of 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 measured at amortised cost. 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 in
consolidated financial statements 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). On 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. Method of consolidation
The standalone financial statements of subsidiaries are fully
consolidated on a line-by-line basis after adjusting for business
combination/consolidation 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.
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 interests 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 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.
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
amount of income recognised in accordance with principles of
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.
2. Summary of material accounting
Airtel Africa plc
Annual Report and Accounts 2024
189
policies continued
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 retranslation/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-translation 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. However, if exchange
rates fluctuate significantly during the period, the exchange rates at
the date of transactions are used. Items recognised within equity are
translated at the historical rate. The resulting exchange differences are
recognised in other comprehensive income and are 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 are 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, are 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.
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
20
Plant and equipment
Network equipment
(including passive infrastructure)
3 – 25
Computer
3 – 5
Furniture and fixture and office equipment
1 – 5
Vehicles
5
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. Summary of material accounting
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
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(All amounts are in US$ millions unless stated otherwise)
policies continued
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) includes the carrying amount of goodwill relating to
the group of CGUs sold. In case goodwill has been allocated to group
of CGUs, allocation of goodwill is determined based on the relative
value of the operations sold in order to compute the gain/(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 its 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/usage parameters of the licensee
entity. These fees are recognised as an expense in profit and loss
when incurred.
•
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.
•
Derecognition of intangible assets
An intangible asset is derecognised on disposal, or when no future
economic benefits are expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset, measured as the
difference between the net disposal proceeds and the carrying
amount of the asset, are recognised in profit or loss when the asset
is derecognised.
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 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 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 those 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 CGU) is estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) 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.
2. Summary of material accounting
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policies continued
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 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 and loss.
Difference between transaction price and fair value at
initial recognition
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 (if any) between the transaction amount and the fair
value is accounted for as follows:
•
The difference is recognised 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 (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 measured fair value through other
comprehensive income (FVTOCI)
Assets that are held within a business model whose objective is
achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding are measured at FVTOCI.
Changes to carrying amount as a result of foreign exchange gains and
losses, impairment gains and
losses and interest income calculated using effective interest method
are recognised in profit or loss. All other changes in the carrying
amount are recognised in other comprehensive income and
accumulated under the heading ‘other components of equity’ reserve.
When these assets are derecognised, the cumulative gains or losses
previously recognised in other comprehensive income are reclassified
to profit or loss.
2. Summary of material accounting
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
192
(All amounts are in US$ millions unless stated otherwise)
policies continued
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 along with other
gains/losses arising from changes in the fair value is recognised in
profit and loss within finance income/finance costs.
Difference between transaction price and fair value at initial
recognition
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.
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 the 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.
The Group recognises an impairment gain or loss in profit and loss
for all financial instruments with a corresponding adjustment to
their carrying amount through a loss allowance account, except for
assets that are measured at FVTOCI, for which the loss allowance is
recognised in other comprehensive income and accumulated in other
components of equity reserve, and does not reduce the carrying
amount of the financial asset in the statement of financial position.
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.
d. 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 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.
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 index, 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 index 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.
Lease contracts denominated in foreign currency are remeasured
using closing exchange rates at the end of each reporting period
and the effect of such remeasurement is recognised within finance
cost/income.
2. Summary of material accounting
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Annual Report and Accounts 2024
193
policies continued
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 asset 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 standalone 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.
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 payment 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 are not included in the income tax charge or (credit),
but are 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, balances held in
wallets, 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. Cash equivalents are held for
the purpose of meeting short-term cash commitments. However, for
the purpose of the statement of cash flows, in addition to the above
items, any bank overdrafts that are 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. Summary of material accounting
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
194
(All amounts are in US$ millions unless stated otherwise)
policies continued
2.15 Share capital
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.
2.16 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.
2.17 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.
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.
2.18 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.
2.19 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 (accounted
at gross). 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 (accounted
at net off commission). Any upfront discount or commission provided
to the intermediary is recognised as operating expenses where the
intermediary is considered to be an agent.
The Group has entered into certain multiple-element revenue
arrangements, which involve the delivery or performance of multiple
products, services or rights to 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 standalone 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
services 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 revenue 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.
2. Summary of material accounting
Airtel Africa plc
Annual Report and Accounts 2024
195
policies continued
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.
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.
2.20 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.
2.21 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.
2.22 Exceptional items – alternative performance
measures (APM)
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 in
addition to the APMs outlined on page 244.
•
‘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.
In measuring the performance of individual segments, the measure
used by chief operating decision maker to review and assess the
segmental performance is underlying EBITDA representing operating
profit before depreciation, amortisation and 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
amongst others, currency devaluation of local currencies against
the US dollar, 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
the initial recognition of deferred tax assets, etc.
The Group has US dollar liabilities in subsidiaries in which the US dollar
is not the functional currency. Changes in the US dollar exchange rate
against the relevant functional currency leads to foreign exchange
gains or losses recorded in the statement of comprehensive income.
With respect to the classification of whether these gains or losses,
as a result of the devaluation (or appreciation) of local currencies
against the US dollar, as an exceptional item, the Group presents
the impact as an exceptional item, only if a particular currency has
devalued (or appreciated) due to a structural change in the local
market (for example as a result of changes in government policy) or
the devaluation in a month is more than a threshold percentage.
The devaluation (or appreciation) is also only reported as exceptional,
if the resultant impact on the Group’s profit before tax is higher than a
monetary threshold. Reversals of foreign exchange losses as a result
of the above are also reported as exceptional. The Group continues
to review its exceptional items policy to align it to changes in the
macro-economic environment. For the current year, this did not
have a change on the amounts reported as exceptional items.
A breakdown of the exceptional items included in the profit and loss
for the year is disclosed in note 11.
For other APMs, see pages 244 to 246.
2.23 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.
2.24 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 25.1 for details of treasury shares held by the EBT.
2.25 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.
The calculation of diluted earnings per share does not assume
conversion, exercise, or other issue of potential ordinary shares that
would have an antidilutive effect on earnings per share.
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.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
196
(All amounts are in US$ millions unless stated otherwise)
3. Critical accounting estimates,
assumptions and judgements continued
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 $14m and contingencies
amounted to $13m (refer to note 28). 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 that currently there
is a remote chance of the demand being successful against the
Group, no provision is recorded nor a contingent liability is disclosed.
However, these estimates which are uncertain 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 $19m in respect of indirect tax, legal and regulatory matters
and discloses contingencies amounting to $112m. In recording or
disclosing these amounts, the Group has estimated which claims are
probable and consequently a provision has been recorded and which
are possible for which a contingent liability is disclosed or whether
the matter is considered to be remote. 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 24 and 28, respectively.
3.2 Critical judgements in applying the Group’s accounting
policies
In applying the accounting policies, other than those judgements
which includes estimation uncertainty and are disclosed in note 3.1
above, the Group has made the following critical judgement:
As described in note 5(b), during the year, the Group incurred
significant foreign exchange losses due to the devaluation of the
Nigerian naira against the US dollar. While applying the accounting
policy around the presentation of such impact as exceptional, the
Group has made a judgement to present the foreign exchange losses
as a result of this devaluation in the specific months of June 2023 and
January to March 2024 as exceptional, in accordance with the Group’s
accounting policy as described in note 2.22. The critical judgement is,
therefore, whether the foreign exchange losses meet the Group’s
policy as exceptional and whether the foreign exchange losses are of a
size, nature and incidence that their exclusion is considered necessary
to explain the underlying performance of the Group and to improve
the comparability between periods. This is on the basis that the
devaluation seen in June 2023 was due to structural changes within
the Nigerian foreign exchange market, including abolishment of
segmentation, with all segments now collapsing into the Investors and
Exporters (I&E) window and the reintroduction of the ‘Willing Buyer,
Willing Seller’ model at the I&E window, which led the Nigerian naira
to the US dollar moving from 465 to 752 per USD, meaning that the
monthly devaluation was also higher than threshold percentage as
per Group’s exceptional item policy. The devaluation seen in January
2024 also saw the Nigerian naira to the US dollar moving to 1,414 per
USD, which was also above the threshold percentage as per Group’s
exceptional item policy. Over February and March 2024, the Nigerian
naira to US dollar moved back to close at 1,303 per USD which
was in effect a part reversal of the losses seen in January 2024.
All devaluations seen in other months of the year were below the
threshold percentage and, therefore, in line with Group policy have
not been presented as exceptional. The total derivative and foreign
exchange losses as a result of the devaluation of the Nigerian naira of
$770m out of total derivative and foreign exchange losses as a result
of the Nigerian naira devaluation of $1,070m have therefore been
presented as exceptional.
4. New accounting pronouncements to be
adopted on or after 1 April 2024
The following pronouncements issued by the IASB and endorsed
by UKEB are relevant to the Group and effective for annual periods
beginning on or after 1 January 2024. The Group’s financial
statements will be presented in accordance with these requirements,
which are not expected to have a material impact on the consolidated
results, financial position, or cash flows of the Group:
•
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, and non-current liabilities with covenants’.
•
Amendments to IAS 7 and IFRS 7 in relation to ‘supplier finance
arrangements’.
5. Significant transactions/new
developments
a) On 10 May 2023, the directors recommended, and shareholders
approved on 4 July 2023, a final dividend of 3.27 cents per ordinary
share for the year ended 31 March 2023, which was paid on 26 July
2023 to the holders of ordinary shares on the register of members
at the close of business on 23 June 2023.
Airtel Africa plc
Annual Report and Accounts 2024
197
5. Significant transactions/new
developments continued
An interim dividend of 2.38 cents per share was also approved
by the Board on 29 October 2023, which has been paid on
15 December 2023.
b) In June 2023, the Central Bank of Nigeria (CBN) announced
changes to the operations in the Nigerian Foreign Exchange Market,
including the abolishment of segmentation, with all segments now
collapsing into the Investors and Exporters (I&E) window and the
reintroduction of the ‘Willing Buyer, Willing Seller’ model at the
I&E window.
As a result of this CBN decision, the Nigerian naira devalued against
the US dollar by approximately 62% (USD appreciation of 38%) in
the month of June 2023 where the exchange rate moved to 752
naira per USD as against the opening rate of 465 naira per USD.
The after-effects of the CBN announcement continued to impact the
exchange rate materially during January 2024 when the Nigerian
naira to the US dollar moved to 1,414 per USD which was also above
the threshold percentage as per Group’s exceptional item policy.
Over February and March 2024, the Nigerian naira to US dollar
moved back to close at 1,303 per USD which was in effect a part
reversal of the losses seen in January 2024.
This resulted in a material impact on the Group’s financial results
arising from the translation of monetary items at closing exchange
rates leading to material derivative and foreign exchange losses.
Refer to page 50 of this report for further details. During the year, the
devaluation of Nigerian naira has resulted in derivative and foreign
exchange losses of $1,070m.
In line with the Group’s policy on exceptional items and alternative
performance measures, the impact of the devaluation pertaining
to the months of June 2023 and January to March 2024 meet
the criteria to be presented as exceptional as per the Group’s
exceptional item policy as described in note 2.22 and is of such size,
nature and incidence that their exclusion is considered necessary to
explain the underlying performance of the Group and to improve the
comparability between periods. Therefore, the Group has presented
as an exceptional item:
•
the derivative and foreign exchange losses pertaining to the months
of June 2023 and January to March 2024, amounting to $770m,
and
•
the corresponding tax impact of $250m.
Since the devaluation in other months did not meet the threshold
criteria as per the Group’s policy on exceptional items as described
in note 2.22, the Group has not presented the impact pertaining to
these months as exceptional.
Additionally, on account of the translation from naira to US dollar
(presentation currency of the Group) of all the assets and liabilities
(including goodwill) pertaining to the Group’s Nigerian subsidiaries
using the closing exchange rate at 31 March 2024 and income
and expenses at the average exchange rates for the year ended
31 March 2024, the Group incurred a foreign exchange translation
loss recorded in other comprehensive income amounting to $944m
for the year ended 31 March 2024.
c) In November 2023, the Reserve Bank of Malawi (RBM) announced
structural changes to the foreign exchange market with its decision
to adjust the exchange rate from selling rate of MWK 1,180 to
a selling rate of MWK 1,700 to the US dollar with effect from
9 November 2023. As part of the structural changes, the RBM
started authorising dealer banks to freely negotiate exchange rates
to trade with their clients and amongst themselves, notwithstanding
any limitations previously in place. This change announced by the
RBM is a structural and material change (i.e., more than threshold
percentage devaluation in a month) and in line with the Group’s
policy on exceptional items and alternative performance measures
as described in note 2.22, the impact of this change is of such
size, nature and incidence that its exclusion is considered
necessary to explain the underlying performance of the Group
and improve the comparability between periods. Consequently,
the Group has presented the impact arising in November 2023
amounting to $37m and the corresponding tax benefit $8m as
an exceptional item.
Additionally, on account of translation from MWK to US dollar
(presentation currency of the Group) of all the assets and liabilities
(including goodwill) pertaining to the Group’s subsidiaries in Malawi
using the closing exchange rate at 31 March 2024 and income
and expenses at the average exchange rates for the year ended
31 March 2024, the Group incurred a foreign exchange translation
loss recorded in other comprehensive income amounting to $169m
for the year ended 31 March 2024.
d) During the year ended 31 March 2024, the company completed
the cancellation and extinction of all of its deferred shares
(3,081,744,577 shares) of USD $0.50 nominal value each (the
“Capital Reduction”), which was approved by shareholders at the
annual general meeting of the company held on 4 July 2023, and
was sanctioned by the High Court of England and Wales (the “High
Court”) on 15 August 2023 and became effective on 18 August
2023 on its certification by the Companies House. The effect of
the Capital Reduction is to create additional distributable reserves
of $1,541m which will be available to the company going forward
and may be used to facilitate returns to shareholders in the future,
whether in the form of dividends, distributions, or purchases of the
company’s own shares. Accordingly, and in line with the High Court
approval, the carrying value of the deferred shares ($1,541m) has
been transferred to retained earnings.
e) On 29 August 2023, Airtel Uganda Limited issued a prospectus
in relation to the offer for sale of 8,000,000,000 ordinary shares,
representing 20% of Airtel Uganda Limited on the Uganda Stock
Exchange (USE) in line with the 20% minimum public listing
obligation for all National Telecom Operators under the current
Uganda Communications (Fees & Fines) (Amendment)
Regulations 2020.
In November 2023, Airtel Uganda Limited completed an initial public
offering (IPO) and listed on the Main Investment Market Segment
of the Uganda Securities Exchange (USE) with a total of 4.4 billion
shares (10.89% of Airtel Uganda Limited’s total share capital)
transferred to minority shareholders. Airtel Uganda received a
three-year waiver from the Uganda Securities Exchange from the
requirement to transfer the remaining 9.11% required to meet the
20% shareholding listing requirement.
This being a transaction with non-controlling shareholders, the
impact of $49m (excess of consideration over proportionate
net assets net of related transaction costs) has been taken into
‘Transaction with NCI reserve’ in the consolidated statement of
changes in equity.
f) On 01 March 2024, the Company announced the commencement
of its share buy-back programme. As part of the programme it
entered into an agreement with Citigroup Global Markets Limited
(“Citi”) to conduct the first tranche of the buy-back amounting to
a maximum of $50m and carry out on-market purchases of its
ordinary shares with the company subsequently purchasing its
ordinary shares from Citi. For the year ended 31 March 2024, the
company bought back and cancelled 7,389,855 shares, resulting in
3,750,761,649 ordinary shares outstanding as of 31 March 2024.
The purchase price of the shares bought back was $9m and the
company carries a liability of $41m as part of ‘other financial
liabilities’ relating to the remaining buy-back agreement with Citi. The
nominal value ($0.5 per share) of the cancelled shares, amounting to
$4m, has been transferred to the capital redemption reserve.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
198
(All amounts are in US$ millions unless stated otherwise)
6. Revenue
For the year ended
31 March 2024
31 March 2023
Service revenue
4,965
5,245
Sale of products
14
10
4,979
5,255
Transaction price allocated to the remaining performance obligations
Performance obligations that are unsatisfied (or partially unsatisfied) amounting to $123m as of 31 March 2024 and $183m as of 31 March
2023 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 2024
31 March 2023
Revenue recognised that was included in the deferred revenue balance at the beginning of the year
183
162
Significant changes in the unbilled revenue and deferred revenue balances during the year are as follows:
For the year ended
31 March 2024
31 March 2023
Unbilled
Deferred
Unbilled
Deferred
Revenue
Revenue
Revenue
Revenue
Revenue recognised that was included in the deferred revenue balance at the
beginning of the year
–
183
–
162
Increases due to cash received, excluding amounts recognised as revenue
during the year
–
123
–
183
Transfers from unbilled revenue recognised at the beginning of the year
to receivables
59
–
53
–
Reconciliation of costs to obtain or fulfil a contract with a customer
For the year ended
31 March 2024
31 March 2023
Costs to obtain or fulfil a contract with a customer
Opening balance
124
55
Costs incurred and deferred
176
171
Less: cost amortised
(126)
(95)
Less: FCTR impact
(39)
(7)
Closing balance
135
124
6.1 Segmental information
The Group’s segment information is provided on the basis of geographical clusters and products to the Group’s chief executive officer (chief
operating decision maker – ‘CODM’) for the purposes of resource allocation and assessment of performance.
The Group’s operating segments are as follows:
Nigeria mobile services
– Comprising of mobile service operations in Nigeria.
East Africa mobile services
– Comprising of mobile service operations in Uganda, Zambia, Kenya, Tanzania, Malawi and Rwanda.
Francophone Africa mobile services
– Comprising of mobile service operations in the Democratic Republic of the Congo, Gabon, Chad, Niger,
the Republic of the Congo, Madagascar and Seychelles.
Mobile money*
– Comprising of mobile money services across the Group.
*
Mobile money services segment consolidates the results of mobile money operations from all operating entities within the Group. Airtel Money Commerce B.V. (AMC BV)
is the holding company for all mobile money services for the Group, and as of 31 March 2024 it controls all mobile money operations, excluding operations in Nigeria. It is
management’s intention to continue work to transfer the Nigerian mobile money services operations into AMC BV, subject to local regulatory approvals.
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 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 (defined as operating profit/(loss) for the period before depreciation, amortisation and exceptional
items). This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance. During the
years ended 31 March 2024 and 31 March 2023, the definition of EBITDA is equal to underlying EBITDA since there are no exceptional items
pertaining to EBITDA and, therefore, EBITDA is presented in the segment information below.
Airtel Africa plc
Annual Report and Accounts 2024
199
6. Revenue continued
Inter-segment pricing and terms are reviewed and changed by 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 transactions 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-to-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 2024 is as follows:
Francophone
Nigeria
East Africa
Africa
mobile
mobile
mobile
Mobile
Others
services
services
services
money
(unallocated)
Eliminations
Total
Revenue from external customers
Voice revenue
710
850
619
–
–
–
2,179
Data revenue
654
621
459
–
–
–
1,734
Mobile money revenue
1
–
–
–
649
–
–
649
Other revenue
2
136
138
129
–
14
–
417
Total revenue from external customers
1,500
1,609
1,207
649
14
–
4,979
Inter-segment revenue
3
13
6
188
8
(218)
–
Total revenue
1,503
1,622
1,213
837
22
(218)
4,979
EBITDA
811
788
512
436
(119)
–
2,428
Less:
Depreciation and amortisation
264
287
209
18
10
–
788
Finance costs
– Derivative and foreign exchange losses
Nigerian naira
1,070
Other currencies
189
– Other finance costs
482
Finance income
(38)
Share of profit of associate and joint venture
accounted for using equity method
(0)
Loss before tax
(63)
Other segment items
Capital expenditure
252
284
157
27
17
–
737
As of 31 March 2024
Segment assets
1,675
2,336
1,647
1,151
20,774
(17,722)
9,861
Segment liabilities
1,890
2,569
2,346
929
9,338
(9,511)
7,561
Investment in associate accounted for using
equity method (included in segment assets
above)
–
–
5
–
–
–
5
1
Mobile money revenue is net of inter-segment elimination of $188m mainly for commission on sale of airtime. It includes $126m pertaining to East Africa mobile services
and a balance of $62m pertaining to Francophone Africa mobile services.
2
Other revenue includes messaging, value added services, enterprise, site sharing and handset sale revenue.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
200
(All amounts are in US$ millions unless stated otherwise)
6. Revenue continued
Summary of the segmental information and disaggregation of revenue for the year ended and as of 31 March 2023 is as follows:
Francophone
Nigeria
East Africa
Africa
mobile
mobile
mobile
Mobile
Others
services
services
services
money
(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
1
–
–
–
540
–
–
540
Other revenue
2
189
124
114
–
10
–
437
Total revenue from external customers
2,125
1,496
1,084
540
10
–
5,255
Inter-segment revenue
3
12
6
152
4
(177)
–
Total revenue
2,128
1,508
1,090
692
14
(177)
5,255
EBITDA
1,101
755
480
344
(105)
–
2,575
Less:
Depreciation and amortisation
344
260
190
17
7
–
818
Finance costs
– Derivative and foreign exchange losses
Nigerian naira
224
Other currencies
114
– Other finance costs
414
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
33
15
–
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 in associate accounted for
using equity method (included in segment
assets above)
–
–
4
–
–
–
4
1
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 a balance of $49m pertaining to Francophone Africa mobile services.
2
Other revenue includes messaging, value added services, enterprise, site sharing and handset sale revenue.
Geographical information disclosure based on physical location of non-current assets (PPE, CWIP, ROU, intangible assets, including goodwill and
intangible assets under development):
As of
31 March 2024
31 March 2023
United Kingdom
0
0
Nigeria
1,320
2,379
The Netherlands (including goodwill)
2,517
3,464
Others
1
3,003
2,889
Total
6,840
8,732
1
Majorly includes other African countries where the Group operates.
Airtel Africa plc
Annual Report and Accounts 2024
201
7. Employee benefits expense
For the year ended
31 March 2024
31 March 2023
Salaries and bonuses
254
243
Defined contribution plan cost
15
12
Defined benefit plan cost
1
5
Staff welfare expenses
21
18
Others
10
9
301
287
Employee benefit expenses include directors’ remuneration. For further information about the remuneration of individual directors, refer to
pages 156 and 160 of the directors’ remuneration report.
Details of year end and monthly average number of people employed by the Group during the year:
For the year ended
31 March 2024
31 March 2023
Year end
Average
Year end
Average
Nigeria
787
784
779
728
East Africa
1,275
1,266
1,250
1,252
Francophone Africa
1,160
1,153
1,144
1,148
Corporate and others
910
883
827
779
Total
4,132
4,086
4,000
3,907
8. Other operating expenses
Other operating expenses include the following:
For the year ended
31 March 2024
31 March 2023
Repairs and maintenance
30
24
Travel and conveyance
20
16
Charitable donation
2
2
8.1 Auditor’s remuneration
The total remuneration of the Group’s auditor, Deloitte LLP and other component audit firms, for services provided to the Group during the year
ended 31 March 2024 and 2023, respectively, is analysed below (in US$ thousands):
For the year ended
31 March 2024
31 March 2023
($ ‘000)
($ ‘000)
Audit services
Fees payable to the company’s auditor and their associates for the audit of the company’s annual accounts
2,813
2,407
Fees payable to the company’s auditor and their associates for the audit of the company’s subsidiaries
1,985
2,011
Total audit fees
4,798
4,418
Non-audit services
Fees payable to the company’s auditor associates for quarterly assurance services performed by
component teams
1,145
1,099
Fees payable to the company’s auditor and their associates for other assurance services
665
488
Fees payable to the company’s auditors for half yearly review procedures performed by Deloitte UK for the
purposes of Airtel Africa plc
366
342
Total non-audit fees
2,176
1,929
Total fees
6,974
6,347
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
202
(All amounts are in US$ millions unless stated otherwise)
9. Depreciation and amortisation
For the year ended
31 March 2024
31 March 2023
Depreciation
676
715
Amortisation
112
103
788
818
10. Finance costs and income
For the year ended
31 March 2024
31 March 2023
Finance costs
Derivative and foreign exchange losses
– Net loss on foreign exchange
Nigerian naira
863
133
Other currencies
183
126
– Net loss/(gain) on derivative financial instruments
Nigerian naira
207
91
Other currencies
6
(12)
1,259
338
Other finance costs
– Interest on borrowings and other financial liabilities
240
168
– Interest on lease liabilities
195
194
– Bank charges, corporate guarantee fees and commitment fees
16
20
– Other finance charges
31
32
482
414
Finance income
Interest income on deposits and others
38
29
38
29
11. Exceptional items
Underlying profit before tax excludes the following exceptional items:
For the year ended
31 March 2024
31 March 2023
(Loss)/profit before tax
(63)
1,034
Add: exceptional items
Finance costs
– Derivative and foreign exchange losses
Nigerian naira (refer to note 5(b))
770
–
Malawian kwacha (refer to note 5(c))
37
–
807
–
Underlying profit before tax
744
1,034
Airtel Africa plc
Annual Report and Accounts 2024
203
11. Exceptional items continued
Underlying profit after tax excludes the following exceptional items:
For the year ended
31 March 2024
31 March 2023
(Loss)/profit after tax
(89)
750
– Exceptional items (as above)
807
–
– Tax on above exceptional items
Nigerian naira (refer to note 5(b))
(250)
–
Malawian kwacha (refer to note 5(c))
(8)
–
– Deferred tax asset recognition
1
–
(161)
549
(161)
Underlying profit after tax
460
589
1
During the year ended 31 March 2023, the Group had recognised 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 were utilised and, on the basis of forecast future taxable
profits, the Group had determined that it was probable that taxable profits would be available against which the tax losses and temporary differences could be utilised.
Consequently, the deferred tax asset recognition criteria were met, leading to the recognition of an additional deferred tax asset of $117m during the year ended 31 March
2023. Additionally, the Group had also recognised deferred tax assets on initial temporary differences for an extended period in Airtel Tanzania and Airtel DRC amounting
to $19m and $25m, respectively, based on updated probability of future taxable profits in these subsidiaries
Profit attributable to non-controlling interests amounting to $76m (31 March 2023: $87m) includes a loss of $4m (31 March 2023: gain of $10m)
during the year ended 31 March 2024, relating to the above exceptional items.
12. Income tax
The major components of the income tax expense are:
As of
31 March 2024
31 March 2023
Current income tax
– For the year
333
407
– Adjustments for prior periods
(1)
1
332
408
Deferred tax
– Origination and reversal of temporary differences
(274)
(10)
– Recognition of deferred tax on tax losses and temporary differences
–
(119)
– Adjustments for prior periods
1
(32)
5
(306)
(124)
Income tax expenses
26
284
1
As of 31 March 2024, this primarily includes amount of deferred tax liability on undistributed earnings in Nigeria reversed due to negative retained earnings owing to foreign
exchange loss recorded during the year.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
204
(All amounts are in US$ millions unless stated otherwise)
12. Income tax continued
Factors affecting the tax expense for the year
The table below explains the differences between the expected tax expense, being the aggregate of the Group’s geographical split of
profit/(loss) multiplied by the relevant local tax rates and the Group’s total tax expense for each year:
For the year ended
31 March 2024
31 March 2023
Continuing profit before tax as shown in the consolidated income statement
(63)
1,034
Blended tax rate
1
32.0%
32.3%
Tax expense at the Group’s blended tax rate
(20)
334
Effect of:
Tax on dividend and undistributed retained earnings of subsidiaries
28
51
Deferred tax triggered during the year
2
–
(119)
Deferred tax recognised on projected profitability
3
(15)
(33)
Irrecoverable withholding taxes
26
20
Adjustment in respect of previous years
(34)
5
Settlement of various disputes
1
0
Expenses (net) not taxable/(deductible)
9
(5)
Losses for which no deferred tax asset recognised
28
25
Other tax
3
6
Income tax expense
26
284
1
Blended tax rate has been derived by applying the following formula: profit/(loss) before tax for each entity multiplied by respective statutory tax rate/consolidated profit
before tax.
For effective tax rate, refer to the alternative performance measures (APM) on
pages 244 to 249
.
2
As of 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.
3
During 2023/24, deferred tax asset (net) of $29m recognised in the DRC, $5m in Tanzania and ($19m) in Niger. During 2022/23, deferred tax asset was recognised for
$19m in the DRC and $14m in Tanzania, respectively, for initial temporary differences based on forecasted profitability.
The analysis of deferred tax assets and liabilities is as follows:
Deferred tax assets and liabilities are consolidated jurisdiction wise at component level. The break-up 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 2024
31 March 2023
Deferred tax assets (net)
a) Deferred tax asset arising out of
Carried forward losses
178
127
Fair valuation of financial instruments and exchange differences
323
68
Depreciation/amortisation on PPE/intangible assets
80
99
Provision for impairment of trade receivables/advances
30
28
Deferred tax asset on fair valuation of PPE/intangible assets
5
11
Employee benefits
8
8
Provision for inventories
3
3
Deferred revenue
2
3
Others
4
2
b) Deferred tax liability due to
Fair valuation of financial instruments and exchange differences
(8)
–
Depreciation/amortisation on PPE/intangible assets
(78)
(9)
Others
(4)
(3)
543
337
Airtel Africa plc
Annual Report and Accounts 2024
205
12. Income tax continued
Deferred tax in jurisdictions with net deferred tax liabilities is comprised of:
As of
31 March 2024
31 March 2023
Deferred tax liabilities (net)
a) Deferred tax liability due to
Deferred tax liability on retained earnings
(29)
(54)
Depreciation/amortisation on PPE/intangible assets
(46)
(213)
Fair valuation of financial instruments and exchange differences
(0)
(0)
Others
(3)
(5)
b) Deferred tax asset arising out of
Provision for impairment of trade receivables/advances
5
10
Carried forward losses
–
76
Fair valuation of financial instruments and exchange differences
2
68
Deferred revenue
2
2
Employee benefits
1
2
Provision for inventories
0
3
Others
1
3
(67)
(108)
Net deferred tax asset/(liability) reflected in the statement of financial position is as follows:
As of
31 March 2024
31 March 2023
Deferred tax assets
543
337
Deferred tax liabilities
(67)
(108)
Net
476
229
Movement reflected in profit and loss for each of the temporary differences and tax losses carry forward is as follows:
As of
31 March 2024
31 March 2023
Deferred tax expenses /(benefit)
Carried forward losses
(15)
(58)
Depreciation/amortisation on PPE/intangible assets
(31)
(12)
Undistributed retained earnings
(21)
(16)
Fair valuation of financial instruments and exchange differences
(241)
(28)
Provision for impairment of trade receivables/advances
0
(10)
Deferred revenue
1
(0)
Deferred tax on fair valuation of PPE/intangible
(1)
0
Employee benefits
0
(2)
Provision for inventories
3
(2)
Others
(1)
4
(306)
(124)
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
206
(All amounts are in US$ millions unless stated otherwise)
12. Income tax continued
The movement in net balance of deferred tax asset and liabilities from prior year end is as follows:
As of
31 March 2024
31 March 2023
Opening balance
229
108
Tax credit recognised in statement of profit and loss
306
124
Translation adjustment recognised in other comprehensive loss and others
(59)
(3)
Closing balance
476
229
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 $891m and $927m as of 31 March 2024 and 31 March 2023, respectively,
as it is not currently probable that relevant taxable profits will be available in future. The applicable tax rates 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 2024
31 March 2023
Expiring within five years
257
222
Expiring beyond five years
–
20
Unlimited
634
685
891
927
Unused tax losses and deductible temporary differences for which deferred tax assets is recognised:
As of
31 March 2024
31 March 2023
Expiring within five years
–
–
Expiring beyond five years
–
–
Unlimited
1,750
1,100
1,750
1,100
The Group has not recognised deferred tax liability with respect to unremitted retained earnings and associated foreign currency translation
reserve related to 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 unremitted retained
earnings is $24m and $29m as of 31 March 2024 and 31 March 2023, 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 2024 in the jurisdiction, in which the
respective the Group entity operates.
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 the 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’s entities
b) The Group is routinely subjected to audits 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 authorities 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.
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 28 for details of the contingencies pertaining to income tax).
Airtel Africa plc
Annual Report and Accounts 2024
207
13. Earnings per share (EPS)
The details used in the computation of basic EPS:
For the year ended
31 March 2024
31 March 2023
(Loss)/profit for the year attributable to owners of the company
(165)
663
Weighted average ordinary shares outstanding for basic EPS
1
3,750,641,207
3,751,665,898
Basic (loss)/earnings per share
(4.4) cents
17.7 cents
The details used in the computation of diluted EPS:
For the year ended
31 March 2024
31 March 2023
(Loss)/profit for the year attributable to owners of the company
(165)
663
Weighted average ordinary shares outstanding for diluted EPS
1,2
3,750,641,207
3,756,867,853
Diluted (loss)/earnings per share
(4.4) cents
17.7 cents
1
The difference between the basic and diluted number of shares at the end of March 2023 being 5,201,955 shares relates to awards committed but not yet issued under
the Group’s share-based payment schemes.
2
The 6,017,906 shares granted under different share-based plans are not included in the calculation of diluted earnings per share for the year ended 31 March 2024 as
these are anti-dilutive on account of losses during the year. These options could potentially dilute basic earnings per share in future.
14. Property, plant and equipment (PPE)
The following table presents the reconciliation of changes in the carrying value of PPE for the year ended 31 March 2024 and 31 March 2023:
Capital
Leasehold
Plant and
Furniture
Office
work in
improvements
Buildings
Land
equipment
2
and fixture
Vehicles
equipment Computer
Total
progress
3
Gross carrying value
Balance as of 1 April 2022
49
47
26
3,045
62
22
55
703
4,009
189
Additions/capitalisation
3
–
0
614
17
0
15
51
700
735
Disposals/adjustments
1
(0)
–
–
(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
49
43
25
3,249
70
22
61
696
4,215
212
Additions/capitalisation
1
–
1
556
10
–
15
45
628
722
Disposals/adjustments
1
–
(1)
–
(29)
(5)
–
–
(4)
(39)
(628)
Foreign currency
translation impact
(6)
(9)
(2)
(1,394)
(14)
(1)
(19)
(144)
(1,589)
(74)
Balance as of
31 March 2024
44
33
24
2,382
61
21
57
593
3,215
232
Accumulated depreciation
Balance as of 1 April 2022
44
20
0
1,003
23
20
32
653
1,795
–
Charge
1
2
–
374
13
0
13
32
435
–
Disposals/adjustments
1
(0)
–
–
(18)
(3)
(0)
(1)
(5)
(27)
–
Foreign currency
translation impact
(3)
(3)
(0)
(222)
(3)
(0)
(5)
(47)
(283)
–
Balance as of
31 March 2023
42
19
–
1,137
30
20
39
633
1,920
–
Charge
2
2
–
341
12
0
15
34
406
–
Disposals/adjustments
1
(0)
(0)
–
(35)
(5)
1
3
1
(35)
–
Foreign currency
translation impact
(6)
(5)
–
(739)
(9)
(1)
(14)
(129)
(903)
–
Balance as of
31 March 2024
38
16
–
704
29
20
43
539
1,388
–
Net carrying value
As of 1 April 2022
5
27
26
2,042
39
2
23
50
2,214
189
As of 31 March 2023
7
24
25
2,112
40
2
22
63
2,295
212
As of 31 March 2024
6
17
24
1,679
31
1
15
54
1,827
232
1 Related to the reversal of gross carrying value and accumulated depreciation on retirement/disposal of PPE and reclassification from one category of asset to another.
2
Includes PPE secured against the Group’s borrowings outstanding of $139m and $44m as at 31 March 2024 and 31 March 2023, respectively. For details of the security,
refer to note 21.2.
3
The carrying value of capital work-in-progress as of 31 March 2024 and 31 March 2023 mainly pertains to plant and equipment.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
208
(All amounts are in US$ millions unless stated otherwise)
15. Intangible assets
The following table presents the reconciliation of changes in the carrying value of goodwill and other intangible assets for the year ended
31 March 2024 and 2023:
Other intangible assets
Licences
Intangibles
(including
under
Goodwill
Software
spectrum)
2
Others
Total
development
Gross carrying value
Balance as of 1 April 2022
3,827
3
1,042
30
1,075
2
Additions/capitalisation
–
–
322
9
331
738
Disposals/adjustments
1
–
–
(41)
–
(41)
(331)
Foreign currency translation impact
(311)
–
(106)
(2)
(108)
(10)
Balance as of 31 March 2023
3,516
3
1,217
37
1,257
399
Additions/capitalisation
–
1
344
11
356
33
Disposals/adjustments
1
–
4
(1)
–
3
(356)
Foreign currency translation impact
(947)
(0)
(604)
(1)
(605)
(72)
Balance as of 31 March 2024
2,569
8
956
47
1,011
4
Accumulated amortisation
Balance as of 1 April 2022
–
3
416
24
443
–
Charge
–
–
99
4
103
–
Disposals/adjustments
1
–
–
(41)
0
(41)
–
Foreign currency translation impact
–
–
(60)
(1)
(61)
–
Balance as of 31 March 2023
–
3
414
27
444
–
Charge
–
2
103
7
112
–
Disposals/adjustments
1
–
–
(1)
0
(1)
–
Foreign currency translation impact
–
(0)
(268)
(1)
(269)
–
Balance as of 31 March 2024
–
5
248
33
286
–
Net carrying value
As of 1 April 2022
3,827
–
626
6
632
2
As of 31 March 2023
3,516
–
803
10
813
399
As of 31 March 2024
2,569
3
708
14
725
4
1
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.
2
The Group capitalises deferred spectrum licence payments, for which the Group is under an obligation for payment until 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 2024 and 2023 is 10.38 years and 10.35 years,
respectively.
Impairment review
The carrying amount of goodwill is attributed to the following groups of CGUs, which are also the Group’s operating segments:
As of
31 March 2024
31 March 2023
Nigeria – mobile services
318
900
East Africa – mobile services
834
927
Francophone Africa – mobile services
500
503
Mobile money services
917
1,186
2,569
1
3,516
1
The decrease in carrying amount of goodwill by $947m is due to foreign currency translation differences (for more details, refer to note 5(b) and 5(c)).
The Group tests goodwill for impairment annually on 31 December. The carrying value of goodwill as of 31 December 2023 was $436m, $833m,
$503m and $967m 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.
Airtel Africa plc
Annual Report and Accounts 2024
209
15. Intangible assets continued
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 80-81), 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 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 decrease the recoverable value by more than 10% in any of the group of CGUs as compared to the recoverable value using the
ten-year plan. Furthermore, 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.
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 our climate change disclosures on pages 63-70). 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 2023 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 2023 were as follows:
Francophone
Nigeria
East Africa
Africa
Mobile money
Assumptions
mobile services
mobile services
mobile services
services
Pre-tax discount rate
33.55%
21.76%
22.18%
23.59%
Capital expenditure (as a percentage of revenue)
5%–18%
12%–28%
10%–15%
2%–5%
Long-term growth rate
11.00%
7.74%
6.81%
7.79%
As of 31 December 2023, 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 are
estimated based on the weighted average cost of capital for respective CGUs.
Capital expenditure
The cash flow forecasts of capital and spectrum licences expenditure are based on experience after considering
the expenditure required to meet coverage, licence and capacity requirements relating to voice, data and mobile
money services.
Long-term 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 2023, 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 $1,263m for Nigeria
mobile services (76%), $2,211m for East Africa mobile services (92%), $994m for Francophone Africa mobile services (64%) and $3,410m for
Mobile money (328%), respectively. The Group, therefore, concluded that no impairment was required to the goodwill held against each group of
CGUs. Subsequent to December 2023, the Group has also performed indicator testing for impairment of goodwill and has concluded that there
are no indicators of impairment (including on account of devaluation of Nigeria naira).
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
210
(All amounts are in US$ millions unless stated otherwise)
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:
Francophone
Nigeria
East Africa
Africa
Mobile money
mobile services
mobile services
mobile services
services
Pre-tax discount rate
47.47%
32.37%
31.73%
67.24%
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:
Francophone
Nigeria
East Africa
Africa
Mobile money
mobile services
mobile services
mobile services
services
Capital expenditure (as a percentage of revenue)
7.12%
8.33%
6.07%
22.34%
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 2023:
The inputs used in performing the impairment assessment as of 31 December 2022 were as follows:
Francophone
Nigeria
East Africa
Africa
Mobile money
Assumptions
mobile services
mobile services
mobile services
services
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%
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 expenditure
The cash flow forecasts of capital and spectrum licences expenditure are based on experience after considering
the expenditure required to meet coverage, licence and capacity requirements relating to voice, data and mobile
money services.
Long-term 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 services (198%), respectively. The Group, therefore, concluded that no impairment was required to the goodwill held against each
groups 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 break-even 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:
Francophone
Nigeria
East Africa
Africa
Mobile money
mobile services
mobile services
mobile services
services
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:
Francophone
Nigeria mobile
East Africa
Africa
Mobile money
services
mobile services
mobile services
services
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.
Airtel Africa plc
Annual Report and Accounts 2024
211
16. Derivative financial instruments
As of
31 March 2024
31 March 2023
Assets
Currency swaps, forward and option contracts
10
4
Interest swaps
0
9
10
13
Liabilities
Currency swaps, forward and option contracts
177
48
Interest swaps
0
–
Embedded derivatives
0
0
177
48
Non-current derivative financial assets
0
9
Current derivative financial assets
10
4
Non-current derivative financial liabilities
(33)
(43)
Current derivative financial liabilities
(144)
(5)
(167)
(35)
The Group holds derivatives which are accounted for as ‘fair value through profit or loss’ (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 is determined based on a valuation report by the derivative issuer.
A reconciliation of day one aggregate difference is not recognised at the beginning and the end of the year of changes in the balance of this
difference is as follows:
For the year ended
31 March 2024
31 March 2023
Opening balance
21
1
Difference between fair value on initial recognition and transaction price
–
30
Less: aggregate difference recognised in profit and loss
(15)
(10)
Closing balance
6
21
17. Other non-financial assets
Non-current
As of
31 March 2024
31 March 2023
Prepayments
1
81
80
Advances (net)
2
30
37
Cost to obtain or fulfil a contract with a customer
35
34
Others
0
–
146
151
1
Prepayments mainly include advance payments in respect of capacity indefeasible right to use (IRUs) and lease contracts for which leases are yet to commence.
2
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 $13m as of 31 March 2024 and 2023, respectively.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
212
(All amounts are in US$ millions unless stated otherwise)
17. Other non-financial assets continued
Current
As of
31 March 2024
31 March 2023
Cost to obtain or fulfil a contract with a customer
100
90
Prepayments
1
60
70
Taxes recoverable
2
61
69
Advances to suppliers (net)
3
20
24
Others
4
13
6
254
259
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.
2
Taxes recoverable include customs duty, sales tax and value added tax.
3
Advance to suppliers (net) are disclosed net of provision of $6m and $7m as of 31 March 2024 and 2023, respectively.
4
Others mainly include claims receivable from vendors based on contractual arrangements and employee advances net of related provision of $6m and $5m as of
31 March 2024 and 2023, respectively.
18. Trade receivables
As of
31 March 2024
31 March 2023
Trade receivable
1
357
329
Less: allowance for impairment of trade receivables
(173)
(184)
184
145
1
Refer to note 31 for credit risk.
The movement in allowances for doubtful debts is as follows:
For the year ended
31 March 2024
31 March 2023
Opening balance
184
180
Additions
25
40
Reversal
(18)
(28)
Foreign currency translation impact recognised in OCI
(18)
(8)
Closing balance
173
184
There has been no change in the estimation techniques or significant assumptions made in calculating the provision.
Airtel Africa plc
Annual Report and Accounts 2024
213
19. Cash and bank balances
Cash and cash equivalents
As of
31 March 2024
31 March 2023
Balances with banks
– On current accounts
192
248
– Bank deposits with original maturity of three months or less
311
272
Balance held in wallets
111
64
Remittance in transit
5
1
Cash on hand
1
1
620
586
Other bank balances
As of
31 March 2024
31 March 2023
Term deposits with banks with original maturity of more than three months but less than 12 months
344
117
Margin money deposits
1
9
14
Unpaid dividend
0
0
353
131
1
Margin money deposits represent amount given as collateral for legal cases and/or bank guarantees for disputed matters.
For the purpose of the statement of cash flows, cash and cash equivalents are as follows:
As of
31 March 2024
31 March 2023
Cash and cash equivalents as per statement of financial position
620
586
Balance held under mobile money trust
737
616
Bank overdraft
(457)
(361)
900
841
20. Financial assets – others
Current
As of
31 March 2024
31 March 2023
Unbilled revenue
35
59
Claims recoverable
1
20
41
Interest accrued on investments/deposits
10
3
Others
2
41
39
106
142
1
This primarily includes receivables under the Group’s tower sale agreements.
2
This primarily relates to advances given as collateral for currency swaps, and an amount receivable from minority shareholders on account of issue of share capital in one
of the subsidiaries.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
214
(All amounts are in US$ millions unless stated otherwise)
21. Borrowings
Non-current
As of
31 March 2024
31 March 2023
Secured
Term loans
1
124
35
124
35
Unsecured
Term loans
1
823
644
Non-convertible bonds
1,2
–
554
823
1,198
947
1,233
Current
As of
31 March 2024
31 March 2023
Secured
Term loans
1
15
9
15
9
Unsecured
Non-convertible bonds
1,2
550
–
Term loans
1
404
575
Bank overdraft
457
361
1,411
936
1,426
945
1 Includes debt origination costs.
2
Includes impact of fair value hedges (refer to note 31).
21.1 Analysis of borrowings
The details given in notes 21.1.1, 21.1.2 and 21.2 are based on contractual cash flows before adjusting for debt origination cost and fair valuation
adjustments pertaining to the Group’s fair value hedges.
21.1.1 Repayment terms of borrowings
The table below summarises the maturity profile of the Group’s borrowings:
As of
31 March 2024
31 March 2023
Within one year
1,426
945
Between one and two years
386
826
Between two and five years
523
345
Over five years
45
62
2,380
2,178
Airtel Africa plc
Annual Report and Accounts 2024
215
21. Borrowings continued
21.1.2 Currency of borrowings
Total
Floating rate
Fixed rate
borrowings
borrowings
borrowings
USD
1,243
529
714
Euro
69
69
–
UGX
157
152
5
KES
306
278
28
XAF
158
–
158
XOF
62
–
62
NGN
185
2
183
Others
200
129
71
31 March 2024
2,380
1,159
1,221
USD
1,430
713
717
Euro
70
70
–
UGX
136
116
20
KES
128
89
39
XAF
141
–
141
XOF
77
–
77
Others
196
137
59
31 March 2023
2,178
1,125
1,053
21.2 Security details
The Group has taken borrowings in certain subsidiaries. The details of security provided against such borrowings are as follows:
Outstanding borrowing amount
Entity
Relation
31 March 2024
31 March 2023
Security Details
Airtel Networks Limited
Subsidiary
89
1
Pledge of all fixed and floating assets.
Airtel Tanzania plc
Subsidiary
50
43
First pari-passu security in 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 $550m USD bonds maturing in 2024 contain a negative pledge covenant whereby Bharti Airtel Limited and certain of its significant
subsidiaries are not permitted to create any security interest to secure any indebtedness for borrowed money or obligations evidenced by bonds,
debentures or notes (among other things, and subject to certain exceptions), without at the same time granting security equally and ratably to
the holders of these bonds.
These bonds also contain an event of default clause which gets triggered, if Bharti Airtel Limited (intermediate parent entity) ceases to control,
directly or indirectly, at least 51% of the voting power of the voting stock of Bharti Airtel International (Netherlands) B.V. (a subsidiary of the Group)
in addition to other events of default which are usual and customary to such bonds.
These bonds are guaranteed by Bharti Airtel Limited (intermediate parent entity), for detail refer to note 30. Such guarantee is considered an
integral part of the bonds and, therefore, accounted for as part of the same unit of account.
21.3 Unused lines of credit
1
The below table provides details of undrawn credit facilities that are available to the Group.
As of
31 March 2024
31 March 2023
Undrawn credit facilities
404
859
1
Excluding non-fund based facilities such as bank guarantees.
For updated details around the committed facilities available to the Group as of the date of authorisation of financial statements, refer to note 2.2
on going concern.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
216
(All amounts are in US$ millions unless stated otherwise)
22. Financial liabilities – others
Non-current
As of
31 March 2024
31 March 2023
Deferred payment liability
139
142
Security deposits
3
3
Others
4
2
146
147
Current
As of
31 March 2024
31 March 2023
Payable against capital expenditure
269
377
Interest accrued but not due
46
26
Security deposit
1
11
13
Deferred payment liability
27
40
Dividend payable to NCI
19
13
Others
2
68
64
440
533
1
This pertains to deposits received from customers/channel partners, which are repayable on demand after adjusting the outstanding from such customers/
channel partners.
2
This mainly pertains to amount payable of $41m in respect of ordinary shares buy-back programme and interest received on trust bank accounts.
23. Other non-financial liabilities
Non-current
As of
31 March 2024
31 March 2023
Income received in advance
13
13
Others
3
–
16
13
Current
As of
31 March 2024
31 March 2023
Taxes payable
1
182
187
Income received in advance
33
5
215
192
1
Taxes payable includes value added tax, excise, withholding taxes and other taxes payable.
24. Provisions
Non-current
As of
31 March 2024
31 March 2023
Provision for defined benefit obligations
12
11
Provision for other long-term employee benefits
8
8
Asset retirement obligations
1
2
2
Total
22
21
Airtel Africa plc
Annual Report and Accounts 2024
217
24. Provisions continued
Current
As of
31 March 2024
31 March 2023
Provision for short-term employee benefits payable
45
43
Provision for sub judice matters
19
30
Provision for defined benefit obligations
10
6
Provision for other long- term employee benefits
4
4
Total
78
83
1
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.
The movement of provision for sub judice matters is as given below:
For the year ended 31 March 2024
Legal and
Indirect
regulatory
tax cases
cases
Total
Opening balance
11
19
30
Additions during the year
3
2
5
Reversal during the year
(2)
(1)
(3)
Utilised/settled during the year
(5)
(8)
(13)
Closing balance
7
12
19
For the year ended 31 March 2023
Legal and
Indirect
regulatory
tax cases
cases
Total
Opening balance
12
51
63
Additions during the year
5
2
7
Reversal during the year
(3)
(12)
(15)
Utilised/settled during the year
(3)
(22)
(25)
Closing balance
11
19
30
For details of contingent liabilities, refer to note 28.
25. Share capital
As of
31 March 2024
31 March 2023
Issued, subscribed and fully paid-up shares
3,750,761,649 ordinary shares of $0.50 each (March 2023: 3,758,151,504) – refer to note 5(f)
1,875
1,879
Nil deferred shares of $0.50 each (March 2023: 3,081,744,577) – refer to note 5(d)
–
1,541
1,875
3,420
25.1 Treasury shares
Details of movement in treasury shares:
For the year ended
31 March 2024
31 March 2023
Number
Number
of shares
Amount
of shares
Amount
Opening balance
7,326,058
12
4,932,206
7
Purchased during the year
1,400,955
2
6,327,804
11
Exercised during the year
(1,638,525)
(3)
(3,933,952)
(6)
Closing balance
7,088,488
11
7,326,058
12
 
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
218
(All amounts are in US$ millions unless stated otherwise)
25. Share capital continued
Terms/rights attached to equity shares
The company has the 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 shares have been cancelled and extinguished during the year ended 31 March 2024. For details, refer
to note 5(d).
26. Other equity
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 $2,227m (as presented on page 240 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.
Capital redemption reserve
The capital redemption reserve reflects the nominal value of shares cancelled as part of the Group’s share buy-back programme.
a. Other components of equity
Foreign
Treasury
currency
Share
Share based
Capital
shares
translation
stablisation
payment
redemption
and other
reserve
reserve
reserve
reserve
1
reserves
2
Total
As of 1 April 2022
(2,412)
7
1
–
(7)
(2,412)
Net losses due to foreign currency
translation differences
(341)
–
–
–
–
(341)
Purchase of own shares (net)
–
–
–
–
(5)
(5)
Employee share-based payment reserve
–
–
0
–
–
0
As of 31 March 2023
(2,753)
7
1
–
(12)
(2,758)
As of 01 April 2023
(2,753)
7
1
–
(12)
(2,758)
Net losses due to foreign currency
translation differences
(1,141)
–
–
–
–
(1,141)
Purchase of own shares (net)
–
–
–
–
1
1
Ordinary shares buy-back programme
(refer to note 5(f))
–
–
–
4
(41)
(37)
Employee share-based payment reserve
–
–
2
–
–
2
As of 31 March 2024
(3,894)
7
3
4
(53)
(3,933)
1
Capital redemption reserve of $4m created on account of cancellation of ordinary shares buy-back during the year. Refer to note 5(f).
2
Treasury shares and other reserves includes:
•
$41m as of 31 March 2024 (March 2023: Nil) related to reserve created on account of launch of buy-back scheme
•
$11m as of 31 March 2024 (March 2023: $12m) related to the treasury shares held by EBT on behalf of the Group. Refer to note 25.1
26.1 Dividends
For the year ended
31 March 2024
31 March 2023
Distributions to equity holders in the year:
Final dividend for the year ended 31 March 2023 of 3.27 cents (March 2022: 3 cents) per share
123
113
Interim dividend for the year ended 31 March 2024 of 2.38 cents (March 2023: 2.18 cents) per share
89
82
212
195
Proposed dividend for the year ended 31 March 2024 of 3.57 cents (March 2023: 3.27cents) per share
133
123
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 as of 21 June 2024.
The payment of this dividend will not have any tax consequences for the Group.
 
Airtel Africa plc
Annual Report and Accounts 2024
219
27. 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 33.
Summarised financial information of the principal subsidiaries having material non-controlling interests is as follows:
A. Airtel Tanzania plc
Summarised financial position
As of
31 March 2024
31 March 2023
Assets
Non-current assets
520
518
Current assets
64
182
Liabilities
Non-current liabilities
250
225
Current liabilities
191
318
Equity
143
157
% of ownership interest held by NCI
49%
49%
Accumulated NCI
1
89
98
1
Includes share of goodwill of $19m (March 2023: $21m).
Summarised income statement
For the year ended
31 March 2024
31 March 2023
Revenue
309
337
Net profit
18
70
Other comprehensive loss
(16)
(0)
Total comprehensive income
2
70
Profit allocated to NCI
9
34
Summarised cash flows
For the year ended
31 March 2024
31 March 2023
Net cash inflow from operating activities
122
103
Net cash outflow from investing activities
(83)
(66)
Net cash outflow from financing activities
(41)
(25)
Net cash (outflow)/inflow
(2)
12
Dividend paid to NCI during the year (included in cash flow from financing activities)
6
36
B. Airtel Malawi plc
Summarised financial position
As of
31 March 2024
31 March 2023
Assets
Non-current assets
115
123
Current assets
47
79
Liabilities
Non-current liabilities
64
38
Current liabilities
106
122
Equity
(8)
42
% of ownership interest held by NCI
20%
20%
Accumulated NCI
1
18
42
1
Includes share of goodwill of $20m (March 2023: $33m).
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
220
(All amounts are in US$ millions unless stated otherwise)
27. Investments in subsidiaries continued
Summarised income statement
For the year ended
31 March 2024
31 March 2023
Revenue
164
164
Net profit
(9)
34
Other comprehensive loss
(8)
(9)
Total comprehensive income
(17)
25
Profit allocated to NCI
(2)
7
Summarised cash flows
For the year ended
31 March 2024
31 March 2023
Net cash inflow from operating activities
89
82
Net cash outflow from investing activities
(77)
(5)
Net cash outflow from financing activities
(24)
(56)
Net cash (outflow)/inflow
(12)
21
Dividend paid to NCI during the year (included in cash flow from financing activities)
5
6
C. Airtel Mobile Commerce B.V. sub-group (i.e., including subsidiaries of AMC BV)
Summarised financial position
As of
31 March 2024
31 March 2023
Assets
Non-current assets
52
42
Current assets
1,086
757
Liabilities
Non-current liabilities
23
20
Current liabilities
894
592
Equity
220
187
% of effective ownership interest held by NCI
1
21%
26%
Accumulated NCI
47
48
1
Reduction in NCI primarily consists of release of escrow shares on completion of restructuring period as per agreement with NCI shareholders. The effective shareholding
of 21% also takes into account NCI in subsidiaries within the AMC BV group (i.e., Tanzania, Niger and the Republic of the Congo).
Summarised income statement
For the year ended
31 March 2024
31 March 2023
Revenue
806
584
Net profit
248
183
Other comprehensive loss
(19)
(9)
Total comprehensive income
229
174
Profit allocated to NCI
55
47
Summarised cash flows
For the year ended
31 March 2024
31 March 2023
Net cash inflow from operating activities
482
220
Net cash outflow from investing activities
102
(42)
Net cash outflow from financing activities
(174)
(151)
Net cash inflow
410
27
Dividend paid to NCI during the year (included in cash flow from financing activities)
51
31
Airtel Africa plc
Annual Report and Accounts 2024
221
28. Contingent liabilities and commitments
(i) Contingent liabilities
As of
31 March 2024
31 March 2023
(a) Taxes, duties and other demands (under adjudication/appeal/dispute)
– Income tax
13
16
– Value added tax
20
20
– Customs duty and excise duty
9
9
– Other miscellaneous demands
7
5
(b) Claims under legal and regulatory cases, including arbitration matters
76
82
125
132
There are uncertainties in the legal, regulatory and tax environment 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 been challenged in the past and contested on merits
with the relevant authorities and appropriate settlements agreed.
The reduction of $7m in contingent liabilities during the year ended 31 March 2024 is primarily due to currency devaluation in subsidiaries.
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 2024, the Group’s key contingent
liabilities include the following:
Claims under legal and regulatory cases, including arbitration matter
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 (approximately $1m). In 2014, the vendor-initiated arbitration proceedings claiming a sum of approximately CFA 1.9 billion
(approximately $3m) based on the court award. Multiple court proceeding have happened from 2015 onwards and in mid-May 2019, the lower
courts imposed a penalty of CFA 35 billion (approximately $58m), 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. A stay of execution was issued on 30 May 2022 by the Chamber of Accusation in favour
of subsidiary until the time criminal investigation is completed. In October 2023, the criminal court ordered the dismissal of the case despite
evidence of initial payment provided to the judge. The subsidiary has appealed to the Supreme Court, and a decision is awaited.
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 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. On 8 May 2023, the subsidiary filed an application in the Commercial court to seek a cease-and-desist
order against the vendor. The matter is pending before the Commercial court, and the substantial appeal has been transferred to CCJA in
February 2024.
The Group still awaits the ruling on the merits of the case, and the outcome of the criminal investigations, and until that time has disclosed this
matter as Contingent Liability for $58m (included in the closing contingent liability). 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 2024 and 31 March 2023 amounting to $12m and $9m, 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 $317m and $313m as of 31 March 2024
and 31 March 2023, respectively.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
222
(All amounts are in US$ millions unless stated otherwise)
29. Leases
(a) As a lessee
Right-of-use assets
Plant and
2023-24
equipment
Others
Total
Balance at 1 April 2023
1,397
100
1,497
Additions
794
19
813
Depreciation charge for the year
(255)
(15)
(270)
Foreign currency translation impact
(547)
(10)
(557)
Balance at 31 March 2024
1,389
94
1,483
Plant and
2022-23
equipment
Others
Total
Balance at 1 April 2022
1,034
75
1,109
Additions
738
45
783
Depreciation charge for the year
(267)
(13)
(280)
Foreign currency translation impact
(108)
(7)
(115)
Balance at 31 March 2023
1,397
100
1,497
Lease liabilities
As of
31 March 2024
31 March 2023
Maturity analysis:
Less than one year
561
572
Later than one year but not later than two years
398
545
Later than two years but not later than five years
959
912
Later than five years but not later than nine years
1,037
468
Later than nine years
188
38
Total undiscounted lease liabilities
3,143
2,535
Current lease liabilities
357
395
Non-current lease liabilities
1,732
1,652
Total lease liabilities included in the statement of financial position
2,089
2,047
Amounts recognised in profit or loss
For the year ended
31 March 2024
31 March 2023
Interest on lease liabilities
195
194
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 the initial contract term based on renegotiation of lease rentals. Since the renewals are subject to re-negotiation in rentals
which can be a major determining factor, the Group has only considered the original lease period for lease term determination on account that it
is not probable that the Group will extend the leases. A portion of certain lease payments change on account of changes in index. 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 centres, vehicles and Indefeasible right
of use (IRU).
Airtel Africa plc
Annual Report and Accounts 2024
223
30. 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 33
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
Singapore Telecommunications Limited
vi. Key management personnel (KMP)
a. Executive directors
Olusegun Ogunsanya
Jaideep Paul
b. Non-executive directors
Sunil Bharti Mittal
Awuneba Ajumogobia
Douglas Baillie (till October 2023)
John Danilovich
Andrew Green
Akhil Gupta
Shravin Bharti Mittal
Annika Poutiainen
Ravi Rajagopal
Kelly Bayer Rosmarin (till October 2023)
Tsega Gebreyes
c. Others
Ian Basil Ferrao
Michael Foley (till June 2023)
Razvan Ungureanu
Luc Serviant (till May 2023)
Daddy Mukadi Bujitu
Neelesh Singh (till December 2022)
Ramakrishna Lella
Edgard Maidou (till June 2023)
Rogany Ramiah
Stephen Nthenge
Vimal Kumar Ambat (till October 2022)
Ashish Malhotra (till June 2022)
Vinny Puri (till June 2022)
C Surendran (till December 2022)
Olubayo Augustus Adekanmbi (till November 2022)
Anthony Shiner (since June 2022)
Apoorva Mehrotra (since October 2022)
Oliver Fortuin (since June 2023)
Martin Frechette (since June 2023)
Carl Cruz (since May 2023)
Anwar Soussa (since August 2023)
Jacques Barkhuizen (since October 2023)
Sunil Taldar (since October 2023)
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 2024 and 31 March 2023, respectively, are
described below:
The summary of transactions with the above-mentioned parties is as follows:
For the year ended
31 March 2024
31 March 2023
Other
Other
Parent
Intermediate
Fellow
Joint
related
Parent
Intermediate
Fellow
Joint
related
Relationship
company
parent entity
subsidiaries
venture
Associates
parties
company
parent entity
subsidiaries
venture
Associates
parties
Sale/rendering
of services
–
9
80
–
–
0
–
13
77
–
–
–
Purchase/
receiving of
services
–
16
57
–
1
–
–
16
59
–
0
–
Rent and
other charges
–
1
–
–
–
–
–
1
–
–
–
–
Guarantee
and collateral
fee paid
–
2
–
–
–
–
–
3
–
–
–
–
Purchase
of assets
–
0
–
–
–
–
–
3
–
–
–
–
Dividend paid
119
–
–
–
–
–
109
–
–
–
–
–
Dividend
received
–
–
–
–
–
–
–
–
–
–
2
–
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
224
(All amounts are in US$ millions unless stated otherwise)
30. Related party disclosure continued
The outstanding balance of the above-mentioned related parties are as follows:
Parent
Intermediate
Fellow
Relationship
company
parent entity
subsidiaries
Joint venture
Associate
As of 31 March 2024
Trade payables
–
8
40
–
0
Trade receivables
–
4
70
–
–
Corporate guarantee fee payable
–
1
–
–
–
Guarantees and collaterals taken (including
performance guarantees)
1
–
2,000
–
–
–
As of 31 March 2023
Trade payables
–
12
31
–
1
Trade receivables
–
4
46
–
–
Corporate guarantee fee payable
–
1
–
–
–
Guarantees and collaterals taken (including
performance guarantees)
–
2,000
–
–
–
Reimbursement asset
–
10
–
–
–
1
This guarantee (200% of the bond amount) relates to the $1bn USD non-convertible bonds (refer to note 21) with original maturity of 2024. The Group had prepaid a
portion of these bonds and the outstanding amount as on 31 March 2024 is $550m (31 March 2023: $550m). 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 146 to 165. Remuneration to KMP were as follows:
For the year ended
31 March 2024
31 March 2023
Short-term employee benefits
11
10
Performance linked incentive
4
4
Share-based payment
3
2
Other long-term benefits
2
2
Other benefits
1
0
21
18
31. 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.
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 includes 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.
Airtel Africa plc
Annual Report and Accounts 2024
225
31. Financial risk management continued
•
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 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 may not only
constrain Group’s ability to fully repatriate at Group level the strong cash generation by those OpCos but may 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 and in order to find structural solutions to mitigate interim foreign
currency scarcity, where applicable. 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 the 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.
Foreign currency sensitivity
The following table demonstrates the sensitivity in the USD account balances to the functional currency of the respective entities as of 31 March
2024 and 31 March 2023, with all other variables held constant. The impact on the Group’s (loss)/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 Group’s equity is due to change in the fair value of intra-group monetary items that form part of the net investment in foreign operation:
Change in
Effect
Effect
currency
on Profit
on equity
exchange rate
1
before tax
2
(OCI)
2
For the year ended 31 March 2024
US dollars
+5%
111
23
–5%
(111)
(23)
For the year ended 31 March 2023
US dollars
+5%
109
22
–5%
(109)
(22)
1
‘+’ represents appreciation and ‘-’ represents depreciation in USD against respective functional currencies of subsidiaries.
2
Represents losses/(gains) arising from conversion/translation.
For the year ended 31 March 2024, with respect to currency devaluation sensitivity going forward, on a 12-month basis assuming that the USD
appreciation occurs at the beginning of the period, a further 1% USD appreciation across all currencies in our OpCos would have a negative
impact of $45m–$47m on revenues, $21m–$22m on EBITDA and $21m–$23m on foreign exchange losses (excluding derivatives). Our largest
exposure is to the Nigerian naira, for which a further 1% USD appreciation would have a negative impact of $10m–$11m on revenues, $5m–$6m
on EBITDA and $8.5m–$10.5m on foreign exchange losses (excluding derivatives).
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 may 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 2024 after taking into account
the effect of interest rate swaps, approximately 51% of the Group’s borrowings are at a fixed rate of interest (31 March 2023: 48%).
The Group’s had applied fair value hedge accounting in the past which were discontinued in the year ended 31 March 2020. In accordance
with 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 2024
is a deferred gain of $1m (31 March 2023: deferred gain of $5m).
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
226
(All amounts are in US$ millions unless stated otherwise)
31. Financial risk management continued
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 2024 and 31 March 2023.
Increase ‘+’ /
Effect
decrease ‘-’
on Profit
Interest rate sensitivity
in basis points
before tax
1
For the year ended 31 March 2024
US dollar – borrowings
+100
5
–100
(5)
Other currency – borrowings
+100
6
–100
(6)
For the year ended 31 March 2023
US dollar – borrowings
+100
7
–100
(7)
Other currency – borrowings
+100
4
–100
(4)
1. 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.
•
Credit risk
Credit risk is the risk that a counterparty 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 are not available, the Group reviews the creditworthiness of its customers based on their statement
of 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 18 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 hundred percent except amount 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 ageing profile of gross trade receivables based on the Group’s provision policy:
Past due
Less Than
Above
Not past due
30 days
31 to 60 days
61 to 90 days
91 to 270 days
270 days
Total
Trade receivables as of 31 March 2024
47
24
11
10
41
224
357
Trade receivables as of 31 March 2023
13
25
14
40
51
186
329
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.
Airtel Africa plc
Annual Report and Accounts 2024
227
31. Financial risk management continued
Other financial instruments and cash deposits
The Group’s treasury, in accordance with the policy approved by the Board, maintains its cash and cash equivalents and deposits and enters into
derivative financial instruments – with banks, financial and other institutions, having 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 counterparties (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 maintain, at all times, 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 21 and 2.2, respectively.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
As of 31 March 2024
Carrying
Less than
6 to
amount
On Demand
6 months
12 months
1 to 2 years
> 2 years
Total
Interest bearing borrowings
1
2,419
457
939
217
476
656
2,745
Lease liabilities
2
2,089
–
267
294
398
2,184
3,143
Mobile money wallet balance
722
722
–
–
–
–
722
Put option liability
552
–
–
–
559
–
559
Trade payables
422
–
422
–
–
–
422
Other financial liabilities
539
–
374
20
23
196
613
Gross settled derivatives
– Outflow
172
–
273
115
26
–
414
– Inflow
–
–
(183)
(40)
(9)
–
(232)
6,915
1,179
2,092
606
1,473
3,036
8,386
As of 31 March 2023
Carrying
Less than
6 to
amount
On Demand
6 months
12 months
1 to 2 years
> 2 years
Total
Interest bearing borrowings
1
2,204
361
536
152
880
496
2,425
Lease liabilities
2
2,047
–
306
266
545
1,418
2,535
Mobile money wallet balance
582
582
–
–
–
–
582
Put option liability
569
–
–
–
–
584
584
Trade payables
460
–
460
–
–
–
460
Other financial liabilities
654
–
483
34
25
190
732
Gross settled derivatives
– Outflow
43
–
256
51
219
25
551
– Inflow
–
–
(246)
(45)
(208)
(25)
(524)
6,559
943
1,795
458
1,461
2,688
7,345
1
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.
2
Maturity analysis is based on undiscounted lease payments.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
228
(All amounts are in US$ millions unless stated otherwise)
31. Financial risk management continued
Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement
of cash flows:
Non-cash movements
Interest
Foreign
Dividend
Foreign
and other
exchange
declared
currency
Statement of cash flow
1 April
Cash
finance
loss/
during
Fair value
translation
31 March
line items
2023
flow
charges
(gain)
the year
Additions
changes
reserve
Others
2024
Borrowings
1
Proceeds/repayment
of borrowings
1,817
163
–
–
–
–
(4)
(58)
(2)
1,916
Lease liability
Repayment of lease
liability
2,047
(498)
195
–
–
884
–
(539)
–
2,089
Derivative
Outflow on maturity of
liabilities net
derivatives (net)
35
7
–
–
–
–
213
(93)
5
167
Interest accrued
Interest and other finance
but not due
charges paid
26
(265)
277
–
–
–
–
8
–
46
Dividend
Dividend paid to owners
payable
of equity and non
controlling interests
13
(271)
–
–
277
–
–
(0)
–
19
Deferred
Payment of deferred
payment
spectrum liability
liability
2
182
(42)
10
–
–
19
–
(1)
(1)
167
Other financial
Purchase of shares under
liability
buy-back programme
–
(9)
–
–
–
50
–
–
–
41
1 Does not include overdraft.
2
Includes $17m and $25m presented under cash flow from investing activities and financing activities, respectively.
Non-cash movements
Interest
Dividend
Foreign
and other
Foreign
declared
currency
Statement of cash flow
1 April
Cash
finance
exchange
during
Fair value
translation
31 March
line items
2022
flow
charges
loss/(gain)
the year
Additions
changes
reserve
Others
2023
Borrowings
1
Proceeds/repayment
of borrowings
1,968
(112)
–
–
–
–
(11)
(27)
(1)
1,817
Lease liability
Repayment of lease
liability
1,660
(473)
194
–
–
776
–
(110)
–
2,047
Derivative
Outflow on maturity of
liabilities net
derivatives (net)
3
(49)
–
–
–
–
79
2
–
35
Interest accrued
Interest and other finance
but not due
charges paid
29
(213)
210
–
–
–
–
0
–
26
Dividend
Dividend paid to owners
payable
of equity and non-
controlling interests
37
(271)
–
–
247
–
–
0
–
13
Deferred
Payment of deferred
payment
spectrum liability
liability
2
93
(39)
10
–
–
119
–
(3)
0
182
1 Does not include overdraft.
2
Includes $11m and $28m presented under cash flows from investing activities and financing activities, respectively.
Airtel Africa plc
Annual Report and Accounts 2024
229
31. Financial risk management continued
•
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 year ended 31 March 2024 and 31 March 2023. On 1 March 2024
Airtel Africa announced the commencement of its share buy-back reflecting the significant progress made in recent years to reduce leverage
and strengthen the company’s balance sheet. In light of the cash accretion at the holding company level, the current leverage and the consistent
strong operating cash generation, the company is well positioned to undertake this share buy-back to enhance shareholder returns which is
consistent with its existing capital allocation policy.
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 244 to 249.
For the year ended
31 March 2024
31 March 2023
Long-term borrowings
947
1,233
Short-term borrowings
1,426
945
Lease Liabilities
2,089
2,047
Adjusted for:
Cash and cash equivalents
(620)
(586)
Term deposits with bank
(344)
(117)
Processing costs related to borrowings
8
7
Fair value hedge adjustment (refer to note 31)
(1)
(5)
Net debt
3,505
3,524
Underlying EBITDA
2,428
2,575
Underlying EBITDA
2,428
2,575
Leverage ratio
1.4
1.4
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. The Group defines leverage ratio as net debt divided by underlying EBITDA for the
preceding 12 months.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
230
(All amounts are in US$ millions unless stated otherwise)
32. 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 2024
31 March 2023
31 March 2024
31 March 2023
Financial assets
FVTPL
Derivatives
– Forward and option contracts
Level 2
10
4
10
4
– Currency swaps and interest rate swaps
Level 2
0
9
0
9
Other bank balances
Level 2
0
4
0
4
Investments
Level 2
0
0
0
0
Amortised cost
Trade receivables
184
145
184
145
Cash and cash equivalents
620
586
620
586
Other bank balances
353
127
353
127
Balance held under mobile money trust
737
616
737
616
Other financial assets
136
176
136
176
2,040
1,667
2,040
1,667
Financial liabilities
FVTPL
Derivatives
– Forward and option contracts
Level 2
22
5
22
5
– Interest rate swaps
Level 2
0
0
0
0
– Cross currency swaps
Level 3
155
43
155
43
– Embedded derivatives
Level 2
0
0
0
0
Amortised cost
Long-term borrowings- fixed rate
Level 1
–
554
–
540
Long-term borrowings- fixed rate
Level 2
271
227
257
210
Long-term borrowings- floating rate
676
452
676
452
Short-term borrowings- fixed rate
Level 1
550
–
549
–
Short-term borrowings
876
945
876
945
Put option liability
Level 3
552
569
552
569
Trade payables
422
460
422
460
Mobile money wallet balance
722
582
722
582
Other financial liabilities
586
680
586
680
4,832
4,517
4,817
4,486
Airtel Africa plc
Annual Report and Accounts 2024
231
32. 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, balance held under mobile money trust, mobile money wallet balance,
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. For details
pertaining to valuation of cross currency swaps, refer to level 3 details below.
•
The fair value of the put option liability to buy-back the stake held by non-controlling interest in AMC BV 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 BV (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 BV at the
end of 48 months expiring in August 2025 and applying a cap thereon.
During the year ended 31 March 2024 and year ended 31 March 2023 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 2024 and 31 March 2023:
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
Key inputs for level 3
The fair value of cross currency swap (CCS) has been estimated based on the contractual terms of the CCS and parameters such as interest
rates, foreign exchange rates etc. Since the data from any observable markets in respect of interest rates is not available, the interest rates are
considered to be significant unobservable inputs to the valuation of this CCS.
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 2024
31 March 2023
Opening balance
(43)
(6)
Recognised in finance costs in profit and loss (unrealised)
(284)
(65)
Repayment of Interest
9
4
Cross currency swap repayment
23
22
Foreign currency translation impact recognised in OCI
140
2
Closing balance
(155)
(43)
•
Put option liability
For the year ended
31 March 2024
31 March 2023
Opening balance
(569)
(579)
Liability de-recognised by crediting transaction with NCI reserve
1
24
16
Recognised in finance costs in profit and loss (unrealised)
(7)
(6)
Closing balance
(552)
(569)
1
Put option liability was reduced by $24m (March 2023: $16m) for dividend distribution to put option NCI holders. Any dividend paid to put option NCI holders is adjustable
against the put option liability based on put option arrangements.
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
232
(All amounts are in US$ millions unless stated otherwise)
33. Companies in the Group, associate and joint venture
Information of Group’s directly and indirectly held subsidiaries, associate and joint venture are as follows:
Details of subsidiaries:
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
1
Airtel Mobile
LR 209/11880, 4th Floor, Parkside
Commerce Services
Towers, Mombasa Road, P.O. Box
Limited
962-00100, Nairobi, Kenya
Support services
Ordinary
77.89
74.23
2
Airtel (Seychelles)
Airtel House, Josephine Cafrine Road,
Limited
Perseverance, P.O. Box 1358, Victoria,
Mahe, Seychelles
Telecommunication services
Ordinary
100
100
3
Airtel Congo RDC
3ème étage, 130 b, Avenue Kwango,
S.A.
Gombe, B.P. 1201, Kinshasa 1,
République Démocratique du Congo
Telecommunication services
Ordinary
98.50
98.50
4
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
90
90
5
Airtel Gabon S.A.
Immeuble Libreville, Business Square,
Rue Pecqueur, Centre-Ville, B.P. 9259
Libreville, Gabon
Telecommunication services
Ordinary
100
100
6
Airtel International
Plot No. 5, Sector 34, Gurugram, Haryana
LLP
4
– 122001, India
Support services
Ordinary
100
100
7
Airtel Madagascar
Immeuble S, lot II J 1 AA, Morarano
S.A.
Alarobia – 101 Antananarivo –
Madagascar
Telecommunication services
Ordinary
100
100
8
Airtel Malawi Public
Airtel Complex, Off Convention Drive,
Limited Company
City Centre, P.O. Box 57, Lilongwe, Malawi
Telecommunication services
Ordinary
80
80
9
Airtel Mobile
LR 209/11880, 7th Floor, Parkside
Commerce (Kenya)
Towers, Mombasa Road, P.O. Box
Limited
73146-00200, Nairobi, Kenya
Mobile commerce services
Ordinary
77.89
74.23
10
Airtel Mobile
Remera, Gasabo, Umujyi wa Kigali,
Commerce Rwanda
Rwanda
Ltd
Mobile commerce services
Ordinary
77.89
74.23
11
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce
Amsterdam, The Netherlands
(Seychelles) B.V.
Investment company
Ordinary
77.89
74.23
12
Airtel Mobile
Airtel House, Josephine Cafrine Road,
Commerce
Perseverance, P.O. Box 1358, Victoria,
(Seychelles) Limited
Mahe, Seychelles
Mobile commerce services
Ordinary
77.89
74.23
13
Airtel Mobile
Airtel House, Block 41, Corner of Ali
Commerce
Hassan Mwinyi Road and Kawawa Road,
(Tanzania) Limited
Kinondoni District P.o.Box 9623, Dar es
Salaam, Tanzania
Mobile commerce services
Ordinary
77.89
74.23
14
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
77.89
74.23
15
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Congo
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
16
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Holdings
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
17
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Kenya
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
18
Airtel Mobile
Airtel Complex, Off Convention Drive,
Commerce Limited
City Centre, P.O. Box 57, Lilongwe, Malawi
Mobile commerce services
Ordinary
77.89
74.23
Airtel Africa plc
Annual Report and Accounts 2024
233
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
19
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce
Amsterdam, The Netherlands
Madagascar B.V.
Investment company
Ordinary
77.89
74.23
20
Airtel Mobile
Immeuble S, lot II J 1 AA, Morarano
Commerce
Alarobia – 101 Antananarivo –
Madagascar S.A.
Madagascar
Mobile commerce services
Ordinary
77.89
74.23
21
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Malawi
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
22
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Nigeria
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
23
Airtel Mobile
Plot L2, 401 Close, Banana Island, Ikoyi,
Commerce Nigeria
Lagos, Nigeria
Limited
Mobile commerce services
Ordinary
99.96
99.96
24
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Rwanda
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
25
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Tchad
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
26
Airtel Mobile
Avenue Charles de Gaulle, Immeuble
Commerce Tchad
Pierre Brock, B.P. 5665, N’Djaména,
S.A.
Tchad
Mobile commerce services
Ordinary
77.89
74.23
27
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Uganda
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
28
Airtel Mobile
Airtel Towers, Plot 16-A, Clement Hill
Commerce Uganda
Road, Nakasero, P.O. Box 6771, Kampala,
Limited
Uganda
Mobile commerce services
Ordinary
77.89
74.23
29
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Zambia
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
30
Airtel Mobile
Airtel House, Stand 2375, Addis Ababa
Commerce Zambia
Drive, Lusaka, Zambia
Limited
Mobile commerce services
Ordinary
77.89
74.23
31
Airtel Money RDC
6ième étage, 130 b, Avenue Kwango,
S.A.
Gombe, B.P. 1201, Kinshasa 1,
République Démocratique du Congo
Mobile commerce services
Ordinary
77.89
74.23
32
Airtel Money Niger
2054 Route de l’Aéroport, B.P. 11 922,
S.A.
Niamey, Niger
Mobile commerce services
Ordinary
70.10
66.81
33
Airtel Money S.A.
Immeuble Odyssée, Boulevard de la
Nation, B.P. 23 899, Libreville, Gabon
Mobile commerce services
Ordinary
77.89
74.23
34
Airtel Money
Airtel House, Block 41, Corner of Ali
Tanzania Limited
Hassan Mwinyi Road and Kawawa Road,
Kinondoni District, P.O. Box 9623, Dar es
Salaam,Tanzania
Mobile commerce services
Ordinary
39.75
51
35
Airtel Money Transfer
LR 209/11880, 7th Floor, Parkside
Limited
Towers, Mombasa Road, P.O. Box
73146-00200, Nairobi, Kenya
Mobile commerce services
Ordinary
78
100
36
Airtel Networks
LR 209/11880, 7th Floor, Parkside
Kenya Limited
Towers, Mombasa Road, P.O. Box
73146-00200, Nairobi, Kenya
Telecommunication services
Ordinary
100
100
37
Airtel Networks
Plot L2, 401 Close, Banana Island, Ikoyi,
Limited
Lagos, Nigeria
Telecommunication services
Ordinary
99.96
99.96
33. Companies in the Group, associate and joint venture continued
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
234
(All amounts are in US$ millions unless stated otherwise)
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
38
Airtel Networks
Airtel House, Stand 2375, Addis Ababa
Zambia plc
Drive, Lusaka, Zambia
Telecommunication services
Ordinary
96.08
96.36
39
Airtel Rwanda
Remera, Gasabo, Umujyi wa Kigali,
Limited
Rwanda
Telecommunication services
Ordinary
100
100
40
Airtel Tanzania Public
Airtel House, Block 41, Corner of Ali
Limited Company
Hassan Mwinyi Road and Kawawa Road,
Kinondoni District, P.O. Box 9623, Dar es
Salaam, Tanzania
Telecommunication services
Ordinary
51
51
41
Airtel Tchad S.A.
Rue du Commandant Galyam Négal,
Immeuble du Cinéma Etoile, B.P. 5665,
N’Djaména, Tchad
Telecommunication services
Ordinary
100
100
42
Airtel Uganda Limited
Airtel Towers, Plot 16 –A, Clement Hill
Road, Nakasero, P.O. Box 6771, Kampala,
Uganda
Telecommunication services
Ordinary
89
100
43
Bharti Airtel Africa
Overschiestraat 65, 1062 XD
B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
44
Bharti Airtel Chad
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
45
Bharti Airtel Congo
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
46
Bharti Airtel
Stand No. 2375, Corner of Great East/
Developers Forum
Addis Ababa Road, Lusaka, Zambia
Limited
Investment company
Ordinary
96.08
96.36
47
Bharti Airtel Gabon
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
48
Bharti Airtel
Overschiestraat 65, 1062 XD
International
Amsterdam, The Netherlands
(Netherlands) B.V.
4
Investment company
Ordinary
100
100
49
Bharti Airtel Kenya
Overschiestraat 65, 1062 XD
B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
50
Bharti Airtel Kenya
Overschiestraat 65, 1062 XD
Holdings B.V.
5
Amsterdam, The Netherlands
Investment company
Ordinary
–
100
51
Bharti Airtel
Overschiestraat 65, 1062 XD
Madagascar
Amsterdam, The Netherlands
Holdings B.V.
Investment company
Ordinary
100
100
52
Bharti Airtel Malawi
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
53
Bharti Airtel Mali
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
54
Bharti Airtel Niger
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
55
Bharti Airtel Nigeria
Overschiestraat 65, 1062 XD
B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
56
Bharti Airtel Nigeria
Overschiestraat 65, 1062 XD
Holdings II B.V.
5
Amsterdam, The Netherlands
Investment company
Ordinary
–
100
57
Bharti Airtel RDC
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
58
Bharti Airtel Rwanda
C/o Ocorian Corporate Services
Holdings Limited
(Mauritius) Limited, 6th Floor, Tower A,
1 Cybercity, Ebene, 72201, Republic of
Mauritius
Investment company
Ordinary
100
100
59
Bharti Airtel Services
Overschiestraat 65, 1062 XD
B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
60
Bharti Airtel Tanzania
Overschiestraat 65, 1062 XD
B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
33. Companies in the Group, associate and joint venture continued
Airtel Africa plc
Annual Report and Accounts 2024
235
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
61
Bharti Airtel Uganda
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
62
Bharti Airtel Zambia
Overschiestraat 65, 1062 XD
Holdings B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
100
100
63
Celtel (Mauritius)
C/o Ocorian Corporate Services
Holdings Limited
(Mauritius) Limited, 6th Floor, Tower A,
1 Cybercity, Ebene, 72201, Republic of
Mauritius
Investment company
Ordinary
100
100
64
Celtel Niger S.A.
2054 Route de l’Aéroport, B.P. 11 922,
Niamey, Niger
Telecommunication services
Ordinary
90
90
65
Channel Sea
C/o Ocorian Corporate Services
Management
(Mauritius) Limited, 6th Floor, Tower A,
Company (Mauritius)
1 Cybercity, Ebene, 72201 Republic of
Limited
3
Mauritius
Investment company
Ordinary
100
100
66
Congo RDC Towers
6ème étage, 130 b, Avenue Kwango,
S.A.
Gombe, B.P. 1201, Kinshasa 1,
République Démocratique du Congo
Infrastructure sharing services
Ordinary
100
100
67
Gabon Towers S.A.
2
124 Avenue Bouët, B.P. 9259, Libreville,
Gabon
Infrastructure sharing services
Ordinary
100
100
68
Indian Ocean
28 Esplanade, St. Helier, Jersey JE2 3QA,
Telecom Limited
Channel Islands
Investment company
Ordinary
100
100
69
Mobile Commerce
3ème Etage de L’Immeuble SCI Monte
Congo S.A.
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
70.10
74.23
70
Montana
C/o Ocorian Corporate Services
International
3
(Mauritius) Limited, 6th Floor, Tower A,
1 Cybercity, Ebene, 72201, Republic of
Mauritius
Investment company
Ordinary
100
100
71
Partnership
130 b, Avenue Kwango, Gombe, B.P.
Investments Sarlu
1201, Kinshasa 1, République
Démocratique du Congo
Investment company
Ordinary
100
100
72
Société Malgache de
C/o Ocorian Corporate Services
Téléphone Cellulaire
(Mauritius) Limited, 6th Floor, Tower A,
S.A.(5)
1 Cybercity, Ebene, 72201, Republic of
Mauritius
Investment company
Ordinary
–
100
73
Airtel Africa Services
First Floor, 53/54 Grosvenor Street,
(UK) Limited
4
London W1K 3HU, United Kingdom
Support services
Ordinary
100
100
74
Airtel Digital Services
Overschiestraat 65, 1062 XD
Holdings B.V.
5
Amsterdam, The Netherlands
Investment company
Ordinary
–
100
75
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce DRC B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
77.89
74.23
76
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Gabon
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
77
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Niger B.V.
Amsterdam, The Netherlands
Investment company
Ordinary
77.89
74.23
78
Airtel Money Kenya
LR 209/11880, 7th Floor, Parkside
Limited
Towers, Mombasa Road, P.O. Box
73146-00200, Nairobi, Kenya
Mobile commerce services
Ordinary
77.89
74.23
79
Smartcash Payment
Plot L2, 401 Close, Banana Island, Ikoyi,
Service Bank Limited
Lagos, Nigeria
Mobile commerce services
Ordinary
99.96
99.96
80
Airtel Africa Telesonic
First Floor, 53/54 Grosvenor Street,
Holdings Limited
4
London W1K 3HU, United Kingdom
Investment company
Ordinary
100
100
33. Companies in the Group, associate and joint venture continued
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
236
(All amounts are in US$ millions unless stated otherwise)
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
81
Airtel Money Trust
Airtel Towers, Plot 16-A, Clement Hill
Fund
Road, Nakasero, P.O. Box 6771, Kampala,
Uganda
Mobile commerce services
Ordinary
77.89
74.23
82
Airtel Africa Telesonic
First Floor, 53/54 Grosvenor Street,
Limited
London W1K 3HU, United Kingdom
Telecommunication services
Ordinary
100
100
83
The Registered
Airtel House, Block 41, Corner of Ali
Trustees of Airtel
Hassan Mwinyi Road and Kawawa Road,
Money Trust Fund
Kinondoni District, P.O. Box 9623, Dar es
Salaam, Tanzania
Mobile commerce services
Ordinary
39.75
51
84
Airtel Mobile
Overschiestraat 65, 1062 XD
Commerce Tanzania
Amsterdam, The Netherlands
B.V.
Investment company
Ordinary
77.89
74.23
85
Airtel Congo
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
86
Airtel DRC Telesonic
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited
Investment company
Ordinary
100
100
87
Airtel Gabon
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
88
Airtel Kenya
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
89
Airtel Madagascar
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
90
Airtel (M) Telesonic
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel
Malawi Telesonic
Holdings (UK)
Limited)
Investment company
Ordinary
100
100
91
Airtel Niger Telesonic
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited
Investment company
Ordinary
100
100
92
Airtel Nigeria
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
93
Airtel Rwanda
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
94
Airtel Seychelles
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
95
Airtel Tanzania
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
96
Airtel Uganda
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
97
Airtel Zambia
First Floor, 53/54 Grosvenor Street,
Telesonic Holdings
London W1K 3HU, United Kingdom
(UK) Limited
Investment company
Ordinary
100
100
33. Companies in the Group, associate and joint venture continued
Airtel Africa plc
Annual Report and Accounts 2024
237
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
98
Airtel Tchad Telesonic
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited
Investment company
Ordinary
100
100
99
Airtel Kenya
LR 209/11880, 7th Floor, Parkside
Telesonic Limited
Towers, Mombasa Road, P.O. Box
73146-00200, Nairobi, Kenya
Telecommunication services
Ordinary
100
100
100
Airtel (M) Telesonic
Airtel Complex, Off Convention Drive,
Limited
City Centre, P.O. Box 57, Lilongwe, Malawi
Telecommunication services
Ordinary
100
100
101
Airtel Nigeria
Plot L2, 401 Close, Banana Island, Ikoyi,
Telesonic Limited
Lagos, Nigeria
Telecommunication services
Ordinary
100
100
102
Airtel Rwanda
Remera, Gasabo, Umujyi wa Kigali,
Telesonic Limited
Rwanda
Telecommunication services
Ordinary
100
100
103
Airtel (Seychelles)
Airtel House, Josephine Cafrine Road,
Telesonic Limited
Perseverance, P.O. Box 1358, Victoria,
Mahe, Seychelles
Telecommunication services
Ordinary
100
100
104
Airtel Telesonic
Airtel Towers, Plot 16-A, Clement Hill
Uganda Limited
Road, Nakasero, P.O. Box 6771, Kampala,
Uganda
Telecommunication services
Ordinary
100
100
105
Airtel Zambia
P.O Box 320001, Showgrounds, Lusaka,
Telesonic Limited
Lusaka Province, Zambia
Telecommunication services
Ordinary
100
100
106
Nxtra Africa Data
First Floor, 53/54 Grosvenor Street,
Holdings Limited
4
London W1K 3HU, United Kingdom
(Formerly known as
Airtel Africa Data
Center Holdings
Limited)
Investment company
Ordinary
100
100
107
Nxtra Nigeria Data
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel
Nigeria Data Center
Holdings (UK)
Limited )
Investment company
Ordinary
100
100
108
Nxtra Kenya Data
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel
Kenya Data Center
Holdings (UK)
Limited )
Investment company
Ordinary
100
100
109
Nxtra DRC Data
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel DRC
Data Center Holdings
(UK) Limited)
Investment company
Ordinary
100
100
110
Nxtra Gabon Data
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel
Gabon Data Center
Holdings (UK)
Limited)
Investment company
Ordinary
100
100
33. Companies in the Group, associate and joint venture continued
Notes to consolidated financial statements
continued
FINANCIAL STATEMENTS
Airtel Africa plc
Annual Report and Accounts 2024
238
(All amounts are in US$ millions unless stated otherwise)
33. Companies in the Group, associate and joint venture continued
Proportion of ownership
interest
1
% As of
Principal place of business and registered
31 March
31 March
S.no
Name of subsidiary
office address
Principal activities
Holding
2024
2023
111
Nxtra Congo Data
First Floor, 53/54 Grosvenor Street,
Holdings (UK)
London W1K 3HU, United Kingdom
Limited (Formerly
known as Airtel
Congo Data Center
Holdings (UK)
Limited)
Investment company
Ordinary
100
100
112
Airtel Congo RDC
3ème étage, 130 b, Avenue Kwango,
Telesonic S.A.U.
Gombe, B.P. 1201, Kinshasa 1,
République Démocratique du Congo
Telecommunication services
Ordinary
100
100
113
Nxtra Africa Data
Plot L2, 401 Close, Banana Island, Ikoyi,
(Nigeria) Limited
Lagos, Nigeria
Telecommunication services
Ordinary
100
100
114
Airtel Gabon
Immeuble Libreville, Business Square,
Telesonic S.A.
Rue Pecqueur, Centre-Ville, B.P. 9259,
Libreville, Gabon
Telecommunication services
Ordinary
100
–
115
Nxtra Africa Data
Plot AV-A-34-35 Eko Atlantic City, Lagos,
(Nigeria) FZE
Nigeria
Telecommunication services
Ordinary
100
–
116
Nxtra Africa Data
Parkside Towers, Mombasa Road, P.O.
(Kenya) Limited
Box 73146, City Square, Nairobi, Kenya
Telecommunication services
Ordinary
100
–
1
Companies proportion of voting power held is same as proportion of ownership interest held.
2
Under dissolution as of 31 March 2023.
3
Under removal from the register of RoC.
4
Direct subsidiary to the company.
5. Dissolved as of 31 March 2024.
Details of associate
Proportion of ownership
interest
1
% as of
Principal place of business and registered
31 March
31 March
S.no
Name of associate
office address
Principal activities
Holding
2024
2023
1
Seychelles Cable
Systems Company
Caravelle House, 3rd Floor, Victoria,
Limited
Mahe, Seychelles
Submarine cable system
Ordinary
26
26
1
Companies proportion of voting power held is same as proportion of ownership interest held.
Details of joint venture (JV)
Proportion of ownership
interest
1
% as of
Principal place of business and registered
31 March
31 March
S.no
Name of joint venture
office address
Principal activities
Holding
2024
2023
1
Mawezi RDC S.A.
Avenue des Huileries no 7, Commune of
The construction
Lingwala,Ville de Kinshasa, République
and operation of
Démocratique du Congo
a landing station
Ordinary
49.25
49.25
1
Companies proportion of voting power held is same as proportion of ownership interest held.
34. 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 3.57 cents per share on 8 May 2024.
239
Airtel Africa plc
Annual Report and Accounts 2024
Note
As of
31 March 2024
31 March 2023
Assets
Non-current assets
Property, plant and equipment
0
0
Capital work-in-progress
–
0
Right of use assets
0
0
Investment in subsidiary undertakings
4
3,533
3,533
Financial assets
– Loan receivables
5
126
311
– Others
0
0
Other non-current assets
0
0
3,659
3,844
Current assets
Financial assets
– Cash and cash equivalents
6
173
134
– Other bank balances
6
267
101
– Others
16
30
Other current assets
1
2
457
267
Total assets
4,116
4,111
Liabilities
Current liabilities
Financial liabilities
– Lease liabilities
0
0
– Trade and other payables
7
48
5
Current tax liabilities
3
–
51
5
Net current assets
406
262
Non-current liabilities
Financial liabilities
– Lease liabilities
–
0
– Others
0
0
0
0
Total liabilities
51
5
Net assets
4,065
4,106
Equity
– Share capital
8
1,875
3,420
– Reserves and surplus
1
2,190
686
Total equity
4,065
4,106
1 The profit for the financial year dealt with in the financial statements of the company is $219m (March 2023: profit of $229m).
The company only financial statements of Airtel Africa plc (company registration number: 11462215) were approved by the Board of directors
and authorised for issue on 8 May 2024 and were signed on its behalf by:
For and on behalf of the Board of Airtel Africa plc
Olusegun Ogunsanya
Chief executive officer
8 May 2024
Company statement of financial position
(All amounts are in US$ millions unless stated otherwise)
FINANCIAL STATEMENTS
240
Airtel Africa plc
Annual Report and Accounts 2024
Company statements of changes in equity
(All amounts are in US$ millions unless stated otherwise)
Share capital
Reserves and surplus
Total equity
No of shares
2
Amount
Retained
earnings
Shared-
based
payment
reserve
Capital
redemption
reserve
Others
4
Total
As of 1 April 2022
6,839,896,081
3,420
657
1
–
0
658
4,078
Profit for the year
–
–
229
–
–
–
229
229
Total comprehensive income
–
–
229
–
–
–
229
229
Employee share-based payment reserve
–
–
(2)
1
–
–
(1)
(1)
Purchase of own shares (net)
–
–
–
–
–
(5)
(5)
(5)
Dividend to owners to the company
1
–
–
(195)
–
–
–
(195)
(195)
As of 31 March 2023
6,839,896,081
3,420
689
2
–
(5)
686
4,106
Profit for the year
–
–
219
–
–
–
219
219
Total comprehensive income
–
–
219
–
–
–
219
219
Employee share-based payment reserve
–
–
(1)
2
–
–
1
1
Purchase of own shares (net)
–
–
–
–
–
1
1
1
Ordinary shares buy-back programme
2
(7,389,855)
(4)
(9)
–
4
(41)
(46)
(50)
Cancellation of deferred shares
3
(3,081,744,577)
(1,541)
1,541
–
–
–
1,541
–
Dividend to owners to the company
1
–
–
(212)
–
–
–
(212)
(212)
As of 31 March 2024
3,750,761,649
1,875
2,227
4
4
(45)
2,190
4,065
1 Refer to note 5(a) of consolidated financial statements.
2 Refer to note 5(f) of consolidated financial statements.
3 Includes ordinary and deferred shares till 31 March 2023. Deferred shares have been cancelled during the year ended 31 March 2024, therefore, as on 31 March 2024,
it includes only ordinary shares. Refer to note 25 and note 5(d) of the consolidated financial statements for further details.
4 Includes share stabilisation reserve, treasury shares and other reserves.
241
Airtel Africa plc
Annual Report and Accounts 2024
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 millions (USD
millions) except when otherwise indicated. Further, amounts which
are less than half a million 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, “Shared-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 were no critical
accounting judgments and estimates 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 two (March 2023: six).
For the year ended
31 March 2024
31 March 2023
Salaries
1
1
Bonuses
0
1
Others
0
0
1
2
4. Investment in subsidiary undertakings
As of
31 March 2024
31 March 2023
Cost
Opening balance
3,533
3,533
Additions
0
–
Carrying cost at 31 March
3,533
3,533
Bharti Airtel International (Netherlands) B.V.
3,533
3,533
Airtel International LLP
0
0
Airtel Africa services (UK) Limited
0
0
Airtel Africa Telesonic Holdings Limited
0
0
Nxtra Africa Data Holdings Limited
0
–
For details of subsidiary undertakings, refer to note 33 of consolidated financial statements.
FINANCIAL STATEMENTS
242
Airtel Africa plc
Annual Report and Accounts 2024
Notes to company financial statements
continued
(All amounts are in US$ millions unless stated otherwise)
5. Loan receivables
As of
31 March 2024
31 March 2023
Opening balance
311
413
Additions
177
421
Repayment
(362)
(523)
Balance at 31 March
126
311
Bharti Airtel International (Netherlands) B.V.
1
4
240
Airtel Africa services (UK) Limited
2
122
71
Airtel Africa Telesonic Holdings Limited
3
0
0
1 The loan is unsecured, bears interest at the rate of three months SOFR+ 2.25% per annum with a maturity date of 25 March 2027. The credit facility is denominated in US$.
2 The loan is unsecured, bears interest at the rate of three months SOFR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated
in US$.
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 2024
31 March 2023
Cash at bank in current accounts
4
36
Bank deposits with original maturity of three months or less
169
98
173
134
Other bank balances
As of
31 March 2024
31 March 2023
Term deposits with banks with original maturity of more than three months but less than twelve months
267
101
267
101
7. Trade and other payables
Trade payables
As of
31 March 2024
31 March 2023
Legal and professional expenses payable
2
1
Employees bonuses payable
1
0
Dividend payable
0
0
3
1
Other payables
As of
31 March 2024
31 March 2023
Ordinary shares buy-back programme
1
41
–
Administrative and other payable
4
4
45
4
48
5
1 This pertains to amount payable of $41m (March 2023: Nil) in respect of ordinary shares buy-back programme.
243
Airtel Africa plc
Annual Report and Accounts 2024
8. Share capital
Refer to note 25 of consolidated financial statements.
9. Related party disclosure
Refer to note 30 of consolidated financial statements.
10. Guarantees
Guarantees outstanding as of 31 March 2024 and 31 March 2023 amounting to $145m and $163m, 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 34 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
Definition and purpose
EBITDA and
margin
Operating profit
•
Depreciation and
amortisation
The Group defines EBITDA as operating profit/(loss) for the period before
depreciation and amortisation.
The Group defines EBITDA margin as EBITDA divided by revenue.
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. 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,
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 EBITDA and margin.
Underlying
profit/(loss)
before tax
Profit/(loss)
before tax
•
Exceptional items (refer to
note on exceptional items
on page 248)
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.
Effective tax
rate
Reported tax rate
•
Exceptional items (refer to
note on exceptional items
on page 248)
•
Foreign exchange rate
movements
•
One-off tax impact of
prior period, tax litigation
settlement and impact
of tax on permanent
differences
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.
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.
FINANCIAL STATEMENTS
244
Airtel Africa plc
Annual Report and Accounts 2024
APM
Closest equivalent
IFRS measure
Adjustments to reconcile
to IFRS measure
Definition and purpose
Underlying
profit/(loss)
after tax
Profit/(loss) for
the period
•
Exceptional items (refer to
note on exceptional items
on page 248)
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.
Earnings per
share before
exceptional
items
EPS
•
Exceptional items (refer to
note on exceptional items
on page 248)
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.
Earnings per
share before
exceptional
items and
derivative and
foreign
exchange
losses*
EPS
•
Exceptional items (refer to
note on exceptional items
on page 248)
•
Derivative and foreign
exchange losses
The Group defines earnings per share before exceptional items and
derivative and foreign exchange losses as profit/(loss) for the period
before exceptional items and derivative and foreign exchange losses (net
of tax) 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 and
derivative and foreign exchange losses for each share unit of the company.
Derivative and foreign exchange losses are due to revaluation of US dollar
balance sheet liabilities and derivatives as a result of currency devaluation.
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 (refer to
note on exceptional items
on page 248)
•
Capital expenditures
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.
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
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 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 (refer to
note on exceptional items
on page 248) to arrive
at EBIT
The Group defines return on capital employed (‘ROCE’) as 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 EBIT as operating profit/(loss) for the period.
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 EBIT for the
preceding 12 months by the average capital employed (being the average
of the capital employed averages for the preceding four quarters).
*
New APM added during the year ended 31 March 2024.
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 2023 for all countries, except Nigeria. For Nigeria the constant currency
exchange rate used is 752.2 NGN/USD which is prevailing rate as on 30 June 2023.Reported currency percentage change is derived based on
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 of 31 March 2023 (Nigeria as of 30 June 2023) and are not intended to
represent the wider impact that currency changes has on the business.
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Annual Report and Accounts 2024
Reconciliation between GAAP and Alternative Performance Measures
Table A: EBITDA and margin
Description
Unit of measure
Year ended
March 2024
March 2023
Operating profit
$m
1,640
1,757
Add:
Depreciation and amortisation
$m
788
818
EBITDA
$m
2,428
2,575
Revenue
$m
4,979
5,255
EBITDA margin (%)
%
48.8%
49.0%
Table B: Underlying profit/(loss) before tax
Description
Unit of measure
Year ended
March 2024
March 2023
(Loss)/Profit before tax
$m
(63)
1,034
Finance cost – exceptional items
$m
807
–
Underlying profit before tax
$m
744
1,034
Table C: Effective tax rate
Description
Unit of
measure
Year ended
March 2024
March 2023
Profit
before
taxation
Income tax
expense
Tax rate
%
Profit before
taxation
Income tax
expense
Tax rate
%
Reported effective tax rate (after EI)
$m
(63)
26
(41.1%)
1,034
284
27.4%
Exceptional items (provided below)
$m
807
258
–
161
Reported effective tax rate (before EI)
$m
744
284
38.3%
1,034
445
43.0%
Adjusted for:
Foreign exchange rate movement for loss making entity and/
or non-DTA operating companies & holding companies
$m
57
–
106
–
One-off adjustment and tax on permanent differences
$m
–
24
5
(1)
Effective tax rate
$m
801
308
38.4%
1,145
444
38.8%
Exceptional items
1. Deferred tax asset recognition
$m
–
–
2. Derivative and foreign exchange losses
$m
807
258
–
–
Total
$m
807
258
–
161
a) $258m exceptional tax gain in full year period ended 31 March 2024 is tax gain corresponding to $807m derivative and foreign exchange losses following Nigerian naira
and Malawian kwacha devaluation.
b) $161m exceptional tax gain in full year ended 31 March 2023 is on account of deferred tax credit in Kenya, the Democratic Republic of Congo and Tanzania.
Table D: Underlying profit/(loss) after tax
Description
Unit of measure
Year ended
March 2024
March 2023
(Loss)/profit after tax
$m
(89)
750
Finance cost – exceptional items
$m
807
–
Tax exceptional items
$m
(258)
(161)
Underlying profit after tax
$m
460
589
FINANCIAL STATEMENTS
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Annual Report and Accounts 2024
Table E: Earnings per share before exceptional items
Description
Unit of measure
Year ended
March 2024
March 2023
(Loss)/profit for the period attributable to owners of the company
$m
(165)
663
Finance cost – exceptional items
$m
807
–
Tax exceptional items
$m
(258)
(161)
Non-controlling interest exceptional items
$m
(4)
10
Profit for the period attributable to owners of the company – before exceptional items
$m
380
512
Weighted average number of ordinary shares in issue during the financial period.
Million
3,751
3,752
Earnings per share before exceptional items
Cents
10.1
13.6
Table F: Earnings per share before exceptional items and derivative and foreign
exchange losses
Description
Unit of measure
Year ended
March 2024
March 2023
(Loss)/profit for the period attributable to owners of the company
$m
(165)
663
Finance cost – exceptional items
$m
807
–
Tax exceptional items
$m
(258)
(161)
Non-controlling interest exceptional items
$m
(4)
10
Profit for the period attributable to owners of the company – before exceptional items
$m
380
512
Derivative and foreign exchange losses (excluding exceptional items)
$m
452
338
Tax on derivative and foreign exchange losses (excluding exceptional items)
$m
(130)
(77)
Non-controlling interest on derivative and foreign exchange loss-es (excluding exceptional
items) – net of tax
$m
(17)
(4)
Profit for the period attributable to owners of the company- before exceptional items and
derivative and foreign exchange losses
$m
685
769
Weighted average number of ordinary shares in issue during the financial period
million
3,751
3,752
Earnings per share before exceptional items and derivative and foreign exchange losses
cents
18.3
20.5
Table G: Operating free cash flow
Description
Unit of measure
Year ended
March 2024
March 2023
Net cash generated from operating activities
$m
2,259
2,229
Add: income tax paid
$m
344
397
Net cash generation from operation before tax
$m
2,603
2,605
Less: changes in working capital
Increase in trade receivables
$m
79
45
Increase in inventories
$m
16
13
Increase in trade payables
$m
(56)
(9)
Increase in mobile money wallet balance
$m
(207)
(120)
(Increase)/decrease in provisions
$m
(3)
32
Increase in deferred revenue
$m
(21)
(37)
Increase in other financial and non-financial liabilities
$m
(76)
(113)
Increase in other financial and non-financial assets
$m
93
140
Operating cash flow before changes in working capital
$m
2,428
2,577
Other non-cash adjustments
$m
–
(2)
EBITDA
$m
2,428
2,575
Less: capital expenditure
$m
(737)
(748)
Operating free cash flow
$m
1,691
1,827
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Annual Report and Accounts 2024
Table H: Net debt and leverage
Description
Unit of measure
As at
March 2024
As at
March 2023
Long term borrowing, net of current portion
$m
947
1,233
Short-term borrowings and current portion of long-term borrowing
$m
1,426
945
Add: processing costs related to borrowings
$m
8
7
Less: fair value hedge adjustment
$m
(1)
(5)
Less: cash and cash equivalents
$m
(620)
(586)
Less: term deposits with banks
$m
(344)
(117)
Add: lease liabilities
$m
2,089
2,047
Net debt
$m
3,505
3,524
EBITDA (LTM)
$m
2,428
2,575
Leverage (LTM)
times
1.4x
1.4x
Table I: Return on capital employed
Description
Unit of measure
Year ended
March 2024
March 2023
Operating profit (LTM)
$m
1,640
1,757
Equity attributable to owners of the company
$m
2,160
3,635
Add: put option given to minority shareholders
1
$m
552
569
Gross equity attributable to owners of the company
1
$m
2,712
4,204
Non-controlling interests (NCI)
$m
140
173
Net debt (refer to table H)
$m
3,505
3,524
Capital employed
$m
6,357
7,901
Average capital employed
1
$m
7,130
7,536
Return on capital employed
%
23.0%
23.3%
1
Average capital employed is calculated as average of capital employed at closing and opening of relevant period.
Note 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 amongst others,
currency devaluation of local currencies against the US Dollar, 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 the initial recognition of deferred
tax assets etc.
The Group has US Dollar liabilities in subsidiaries in which the US Dollar is not the functional currency. Changes in the US Dollar exchange
rate against the relevant functional currency leads to foreign exchange gains or losses recorded in the statement of comprehensive income.
With respect to the classification of whether these gains or losses, as a result of the devaluation of local currencies against the US Dollar, as an
exceptional item, the Group presents the impact as an exceptional item only if a particular currency has devalued (or appreciated) due to a
structural change in the local market (for example as a result of changes in government policy) or the devaluation in a month is more than a
threshold percentage. The devaluation is also only reported as exceptional if the resultant impact on the Group’s profit before tax is higher than
a monetary threshold. Reversals of foreign exchange losses as a result of the above are also reported as exceptional. The Group continues to
review its exceptional items policy to align it to changes in the macro-economic environment. For the current year, this did not have a change
on the amounts reported as exceptional items.”
Reconciliation between GAAP and alternative performance measures
continued
FINANCIAL STATEMENTS
248
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Annual Report and Accounts 2024
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 our
reporting regions and service segments are provided in constant
currency as this better represents the performance of the business.
249
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Annual Report and Accounts 2024
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
(capex)
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 all the reported periods except 2023/24 is calculated using the closing exchange rate as
at the end of the immediate prior reporting period. For instance, 2022/23 constant currency rate is closing
exchange rate as of 31 March 2022.
For 2023/24, constant currency growth rates are calculated using 31 March 2023 closing exchange rate
for all reported regions and service segments except for Nigeria region and service segment. For the
Nigeria region and service segment, constant currency growth rates have been calculated using 30 June
2023 closing exchange rate.
In June 2023, the Central Bank of Nigeria (CBN) announced changes to the operations in the Nigerian
Foreign Exchange Market, including the abolishment of segmentation, with all segments now collapsing
into the Investors and Exporters (I&E) window and the reintroduction of the ‘Willing Buyer, Willing Seller’
model at the I&E window. As a result of this CBN decision, the Nigerian naira devalued against US Dollar
by approximately 62%. This change announced by CBN led to a material impact on the Group’s financial
statements and for better representation of the performance of the business and comparability, the closing
exchange rate as of 30 Jun 2023 i.e. NGN752.2/USD has been used for calculation of constant currency
growth rates of Nigeria region and service segment.
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.
FINANCIAL STATEMENTS
250
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Annual Report and Accounts 2024
Company-related
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.
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 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 termination rates (MTR)
Mobile termination 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 EBITDA
An alternative performance measure (non-GAAP). Calculated by dividing net debt as at the end of the
relevant period by 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 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.
251
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Annual Report and Accounts 2024
Glossary
continued
Company-related
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.
EBIT
An alternative performance measure (non-GAAP). Defined as operating profit.
EBITDA
An alternative performance measure (non-GAAP). Defined as operating profit before depreciation and
amortisation.
EBITDA margin
An alternative performance measure (non-GAAP). Calculated by dividing EBITDA for the relevant period
by revenue for the relevant period.
Unique mobile 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 (USSD)
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.
FINANCIAL STATEMENTS
252
Airtel Africa plc
Annual Report and Accounts 2024
Abbreviations
2G
Second-generation mobile technology
3G
Third-generation mobile technology
4G
Fourth-generation mobile technology
5G
Fifth-generation mobile technology
AAML
Airtel Africa Mauritius Limited
ARC
Audit and risk committee
ARPU
Average revenue per user
B2B
Business to business
bps
Basis points
bn
Billion
CAGR
Compound annual growth rate
CFD
Climate-related financial disclosures
CRO
Climate related risks and opportunities
CSR
Corporate social responsibility
EBIT
Earnings before interest and tax
EBITDA
Earnings before interest, tax, depreciation and amortisation
ERC
Executive Risk Committee
ESEF
European single electronic format
ExCo
Executive committee
Fiberco
Fiber Company
FRC
Financial reporting council
GAAP
Generally accepted accounting principles
GB
Gigabyte
GDP
Gross domestic product
GHG
Greenhouse gases
HoldCo
Holding company
HSE
Health, safety and environment
IAS
International accounting standards
IFRS
International financial reporting standards
IMF
International monetary fund
IMT
International money transfer
IPO
Initial public offering
ISO
International organization for standardization
KPIs
Key performance indicators
KYC
Know your customer
LTE
Long-term evolution (4G technology)
LSE
London Stock Exchange
LTM
Last 12 months
m
Million
MB
Megabyte
NCI
Non-controlling interest
NGO
Non-governmental organisation
NGX
Nigerian Exchange Limited
NIN
National identification number
OpCo
Operating company
P2P
Person to person
PAYG
Pay-as-you-go
ppts
Percentage points
QoS
Quality of service
RAN
Radio access network
SDG
Sustainable development goals
SERAs
Sustainability, enterprise and responsibility awards
SIM
Subscriber identification module
Single RAN
Single radio access network
SMS
Short messaging service
TB
Terabyte
TCFD
Taskforce for climate-related financial disclosure
Telecoms
Telecommunications
UoM
Unit of measure
USSD
Unstructured supplementary service data
VAT
Value added tax
253
Airtel Africa plc
Annual Report and Accounts 2024
254
Airtel Africa plc
Annual Report and Accounts 2024
254
Airtel Africa plc
Annual Report and Accounts 2024
General shareholders’ information
Annual General Meeting
Date
3 July 2024
Day
Wednesday
Time
11am BST
Venue
53/54 Grosvenor Street, London W1K 3HU, United Kingdom
Dividend
Ex-dividend date for final dividend
20 June 2024
Record date for final dividend
21 June 2024
AGM
3 July 2024
Final dividend payment
3.57 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 at 31 March 2024
Number of ordinary shares held
Number of accounts
Number of shares
% of total issued shares
1-1,000
39
16,618
0.00
1,001-5,000
53
149,999
0.00
5,001-50,000
139
3,351,216
0.09
50,001-100,000
44
3,302,777
0.09
100,001-500,000
108
28,178,842
0.75
More than 500,000
132
3,715,762,197
99.07
Totals
515
3,750,761,649
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
investments. These callers typically make claims of highly profitable opportunities in UK investments that 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 to only deal with firms authorised by FCA. See the FCA
website at fca.org.uk/scamsmart for more information about this and similar activities.
Registrar and transfer agent
All the work related to share registry, both in physical and electronic form, is handled by our registrar and transfer agent at the address mentioned
in the communication addresses section.
Communication addresses
Contact
Email
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, UK
Tel: +44 (0)207 493 9315
For queries relating to financial
statements and corporate
communication matters
Alastair Jones
Head of investor
relations
investor.relations@africa.airtel.com
First Floor, 53/54 Grosvenor Street,
London W1K 3HU, UK
Tel: +44 (0)207 493 9315
Registrar and transfer agent
Computershare Investor
Services PLC
webqueries@computershare.co.uk
The Pavilions, Bridgwater Road,
Bristol BS99 6ZY, UK
Coronation Registrars
Limited
customercare@coronationregistrars.com
9 Amodu Ojikutu Street,
Victoria Island, Lagos, Nigeria
Tel: +234 2012 272570
FINANCIAL STATEMENTS
Auditor’s ESEF Assurance statement
Independent auditor’s reasonable assurance report
to the Members of Airtel Africa plc on the compliance
of the Electronic Format Annual Financial Report
with Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.15R-DTR
4.1.18R
Report on compliance with the requirements for iXBRL
mark up (‘tagging’) of consolidated financial statements
included in the Electronic Format 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 2024 of Airtel Africa plc (the “company”) included in the
Electronic Format Annual Financial Report prepared by the company.
Opinion
In our opinion, the consolidated financial statements for the year
ended 31 March 2024 of the company included in the Electronic
Format Annual Financial Report, are marked up, in all material respects,
in compliance with DTR 4.1.15R-DTR 4.1.18R.
The directors’ responsibility for the Electronic Format Annual Financial
Report prepared in compliance with DTR 4.1.15R-DTR 4.1.18R
The directors are responsible for preparing the Electronic Format
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 DTR 4.1.15R-DTR 4.1.18R.
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 Monitoring (ISQM) 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 iXBRL
mark up of consolidated financial statements complies in all material
respects with DTR 4.1.15R-DTR 4.1.18R 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 DTR 4.1.15R-DTR 4.1.18R. 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 DTR 4.1.15R-DTR 4.1.18R, whether due to
fraud or error. Our reasonable assurance engagement consisted
primarily of:
•
obtaining an understanding of the iXBRL 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 8 May 2024;
•
evaluating the appropriateness of the company’s mark up
of the consolidated financial statements using the iXBRL
mark-up language;
•
evaluating the appropriateness of the company’s use of iXBRL
elements selected from a generally accepted taxonomy and the
creation of extension elements where no suitable element in the
generally accepted 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 2024 is set
out in our Independent Auditor’s Report dated 8 May 2024.
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
London, United Kingdom
7 June 2024
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Airtel Africa plc
53/54 Grosvenor Street
London W1K 3HU
England
airtel.africa