Airtel Africa PLC — Annual Report 2022

Jun 1, 2022

Airtel Africa PLC

Strategic report

Airtel Africa overview

Connecting the unconnected. Including the financially excluded. Bridging the digital divide. By providing critical services to customers and societies across our continent, Airtel Africa is unlocking the potential for people, businesses and economies to grow. Airtel Africa is transforming lives across Africa.

128.4m total customers
14 sub-Saharan countries
46.7m data customers
26.2m Airtel Money customers

Airtel Africa plc Annual Report and Accounts 2022

‘The power of data’
Watch Violet’s story in full on our corporate website at www.airtel.africa

Meeting Africa’s urgent need for connection

Unlocking potential through our network

Africa is a dynamic continent full of possibility, with a young population that’s growing fast. Millions of people have business dreams that could transform their lives – if only they could make them happen. But while mobile telecoms penetration is rapidly expanding, at 1.8% CAGR growth (2021-2025)*, it is still far lower than in much of the world. Too many people still lack quality access to mobile, digital and banking services – and that’s holding back individuals, businesses, and whole economies. We’re bringing mobile banking, data and telecoms to communities across sub-Saharan Africa – and helping to unlock the potential of people and societies.

• Source: Global GSMA report (2022)

598 million population across the Group’s footprint
47% unique mobile user penetration

Violet Kabaramizo is using Airtel Africa’s 4G network and Airtel Money to run her online clothes business from her village in Western Uganda, sending designs directly to Kampala. Nikimpa ekitiis a muno okuro ra en gon ye zang e niz ijw ar wa abak yara abant akaror aga – ag o nig o am an yi ga da ta. It ma k es me proud to see my designs be in g worn by women I’ve never met – and that’s the power of data.

For information about our ‘Win with network’ strategy, see pages 32-33

For information about our ‘Win with data’ strategy, see pages 36-37

3

Airtel Africa plc Annual Report and Accounts 2022

Jesu is heu reu x qu’ il y ait un ki o sq ue Air t el déd ié pr ès de che z moi – ce la me fac ilit e la vie. I am happy there is a dedicated Airtel kiosk close to my home – it makes my life much easier.

For more information on our ‘Win with distribution’ strategy, see pages 34-35

Getting closer to our customers, wherever they are

Everything changes for people in remote areas when our network reaches their community. In markets like the Democratic Republic of the Congo, people can be hundreds of miles from the nearest bank, and cut off from banking services as well as many friends and family members. We’ve reached an estimated 41.5 million people through our network expansion programme to-date, making it possible for them to use Airtel Money, data and mobile services to connect with loved ones and the wider economy. We’re now serving 10.7 million customers overall in the DRC – including 4.6 million in remote or rural locations where infrastructure is limited or non-existent.

41.5 million people reached through our network expansion programme

Including the excluded – and creating possibility

Thanks to our network expansion programme, Jean-Francis Muya can access our mobile services in the marketplace within a short walk from his house in Bandalungwa, Kinshasa.

Strategic report

4

Airtel Africa plc Annual Report and Accounts 2022

5

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Strategic report

6

Airtel Africa plc Annual Report and Accounts 2022

Ndabu ka cila bushiku uk uwamy a imikalile yandi muk ub ombesha, nemikalile y a ban tu ba mb i. I wake up every day, not just to make my life better by working hard, but to enhance other people’s lives as well.

Reaching the financially excluded and bridging the digital divide

We’re passionate about providing more services, to more customers – because their success drives ours. Our ‘Win with’ strategy is built around delivering critical services that create social value for all the communities in our 14 markets – and the more we grow our distribution network, the more people we can reach. This year, we’ve reached more than 69,000 exclusive retail touchpoints, including minishops, kiosks and Airtel Money branches. We’ve also delivered underlying revenue growth of 21.3% and profit after tax growth of 82.0%, while strengthening our balance sheet and reducing our debt. It means we can keep bridging the digital divide for millions of people – and ensures we can play our part in building a brighter future.

78.3% population coverage at the Group level
41.# Airtel Africa plc Annual Report and Accounts 2022

Strategic report

7% of our sites are in the rural areas. For information on our ‘Win with mobile money’ strategy, see pages 38-39. Olivia Chichenga is founder and director of Glonet Connections Limited, based in Lusaka, Zambia. She’s now running three Airtel Money branches, employing 12 people and supporting 350 agents while helping us reach more customers through our unique distribution network.

Building a sustainable future in Africa

Delivering on our purpose of transforming lives. Africa is full of opportunity – but it also faces challenges, and we’ve always been determined to play our part in addressing them. Our sustainability strategy is at the heart of everything we do, shaping how we reduce our environmental impact, drive equitable digital and financial inclusion, create rewarding jobs, and help build the vital education services that are critical for lifting millions of families out of poverty.

• 1 million + children to access quality education through our programmes by 2027
• $57m financial and in-kind contribution to UNICEF over the five years to accelerate digital learning

For more information on our sustainability strategy, see pages 43-58.

Already, we’ve reached thousands of students like Aishatu at the Government Day Nursery and Primary School Pantami, in Gombe State, Nigeria, with our ‘Adopt a school’ programme – and now, like us, she is part of Africa’s sustainable future.

---

Strategic report

At a glance

We operate in 14 dynamic, underpenetrated markets where strong demand drives our continued profitable growth. An underpenetrated telecoms market, a young population and rising smartphone affordability, along with low data penetration, give us growth opportunities in both voice and data.

The telecoms market in sub-Saharan Africa is projected to grow by 4.9% CAGR over the next five years. At the same time, low penetration of traditional banking services provides us with the opportunity to meet the needs of unbanked customers through our dedicated mobile money platform, Airtel Money.

Source for population figures: World Bank data 2021 estimate
CAGR source: GSMA sub-Saharan report 2021

• 14 markets in our diversified portfolio
• 1st or 2nd largest operator by customer market share in 13 markets.
• 2.7% projected compound annual population growth in our region by 2026
• 23.3% revenue growth in constant currency for Airtel Africa in FY’22, 20.6% in reported currency

Underlying revenue	Year to March 2022 $m	Year to March 2021 $m	Growth in constant currency %
Nigeria	1,878	1,552	27.7
East Africa	1,717	1,381	22.7
Francophone Africa	1,131	964	17.2
Total*	4,714	3,888	23.3

*Breakdown of underlying revenue as stated in above table will not add up to total revenue, since it also includes inter-segment elimination of $12m (2021: $10m). The difference between reported and underlying revenue in March 2021 relates to one-time exceptional revenue of $20m relating to a settlement in Niger. There is no difference in March 2022.
All financial numbers are in reported currency.

Indicator	Value	% change
Underlying revenue	$4,714m
Reported currency	+21.3%
Constant currency	+23.3%
Underlying EBITDA	$2,311m
Reported currency	+29.0%
Constant currency	+31.2%
Operating profit	$1,535m
Reported currency	+37.2%
Constant currency	+39.4%
Capex	$656m	+6.9%
Basic earnings per share	16.8 cents	+86.5%

---

Strategic report

Our voice, data and mobile money services are reaching more people than ever, and transforming customers’ lives.

Underlying revenue contribution by service	Year to March 2022 $m	Year to March 2021 $m	Growth in constant currency %
Voice	2,358	2,083	15.4%
Data	1,525	1,157	34.6%
Airtel Money	553	401	34.9%
Other^	407	347	19.9%
Total*	4,714	3,888	23.3%

By extending our distribution network in both rural and semi-urban areas and providing resilient, far-reaching coverage, we’ve enabled millions of people to access telecoms and banking services. By leading the way in the rollout of 4G networks and enabling people to progress from 2G to 3G to 4G, we’ve helped drive digitisation. Our expanding footprint of retailers, agents and exclusive franchises, supplemented by our unique operations, have helped deliver services across our markets. And we’re helping build a new financial ecosystem that’s full of opportunity. Our focus on increasing the number of mobile money use cases through international partnerships and product innovation have helped drive the take up of our mobile money services, boosting financial inclusion.

Voice
We offer pre- and post-paid wireless voice services, international roaming and fixed-line telephony services.

Data
We offer a suite of data communications services, including 2G, 3G and 4G. We provide 4G services in all 14 of our markets.

Airtel Money
We offer mobile money services, including digital wallet payments systems, microl oans, savings and international money transfers.

• 26.2m Airtel Money customers
• 128.4m total customers
• 46.7m data customers

We’re driving Airtel Money growth and financial inclusion through strategic partnerships.

• 28,797 infrastructure sites

• 2.2m retail touchpoints (agents and distributors) in our network

• 64.5k+ kilometers of connecting fibre
• 87.6% sites providing 4G coverage
• 4G services available in all 14 markets

*Breakdown of revenue as stated in above table will not add up to total revenue, since it also includes intra-segment revenues of $129m (2021: $100m). The difference between reported and underlying revenue in March 2021 relates to one-time exceptional revenue of $20m relating to a settlement in Niger. There is no difference in March 2022.
^ Other revenue includes messaging, value added services, tower sharing and enterprise.

---

Strategic report

Chair’s statement

Providing essential services, and delivering on our purpose of transforming lives.

The launch of our sustainability strategy this year is another important step forward for our business, which has shown once again that by consistently focusing on providing essential, inclusive services for our customers, we transform lives and communities while delivering sustainable, profitable growth.

Sunil Bharti Mittal
Chair

---

Strategic report

We have always aimed to create a model for providing affordable telecoms services that is sustainable as well as profitable – because for us, sustainability and profitability are inextricably linked. The markets we operate in are often underserviced by telecoms services, and they all have powerful underlying macroeconomic and demographic trends that drive demand – which is reflected in this year’s further growth in our customer base to 128.4 million, and in our revenues to $4,714m.

We know that meeting that demand goes hand in hand with addressing the challenges faced by the millions of people who still lack access to data services, to effective communications infrastructure, and to financial services. That is why, as well as investing in networks and distribution channels to bring us closer to customers, and enabling financial inclusion through our mobile money services, the business has always delivered programmes in areas such as education, health and disaster relief that address local needs and benefit our communities.

This year we took a further important step, with the launch in October 2021 of our ambitious sustainability strategy, which underpins our well-established corporate purpose of transforming lives. The strategy demonstrates our commitment to developing the infrastructure and services that will drive digital and financial inclusion for people across Africa, and provides a framework for us to contribute to six of the United Nations’ Sustainable Development Goals (UN SDGs). The Board was closely involved in overseeing the development of the strategy, which builds on the strong foundations of the work we are already doing at a Group level and across all our local operations.It covers every aspect of our business activities, and has environmental, social and governance criteria at its core. Going further than ever to support education
Our initial progress against our sustainability strategy is described on pages 43-58, and we will provide our stakeholders with regular updates in the future. I would like to mention two aspects of the strategy here: our commitment to net zero carbon, and our ongoing dedication to supporting education in Africa. Our ambition is to achieve net zero greenhouse gas (GHG) emissions ahead of the 2050 deadlines set out in the Paris Agreement, and we’ve committed to launching a sector-leading decarbonisation pathway in 2022, ahead of the publication of our first Sustainability Report. This is an exciting development, and further details are on page 54. Education has long been a priority for me and for everyone at Airtel Africa, so I am particularly pleased to highlight our education goal of transforming the lives of over one million children through improving access to education, including the provision of education content through our five-year partnership with UNICEF, announced in November 2021.

Maintaining resilient services to support customers through the Covid-19 pandemic
The Covid-19 pandemic has seen many of our customers and their communities facing continued disruption and difficulty over the last year. The situation has varied widely across our region and we, like our customers, have had to adapt to changing circumstances, while continuing to look out for our neighbours. There are signs of recovery in many markets, which we welcome, while maintaining our readiness to respond if needed. Throughout the crisis, it has been very clear that data and telecoms services have been essential to people and economies, and everyone at Airtel Africa should be proud of the work we have done to maintain our services and keep serving our customers. The Board is confident that the business has had the right measures in place to protect our colleagues and customers, and we have also supported programmes to address social and health needs in our markets, some of which are described on pages 59-61. Our biggest contribution – which will continue throughout the recovery – is to ensure our operations remain resilient, so they can keep supporting vital services and include more and more people in financial ecosystems and the telecoms and digital economies.

A consistent strategy that creates value for all stakeholders
This year has seen several changes for the Airtel Africa Board. We welcomed Segun Ogunsanya as our managing director and chief executive officer following Raghu Mandava’s retirement, and Segun was appointed to the Board in October 2021, when we were also joined by a new independent non-executive director, Ms Tsegaye Gebreyes. Jaideep Paul, our chief financial officer, joined the Board with effect from 1 June 2021. They have all shown themselves to be valuable additions. While we continue to evolve as a business, our underlying strategy remains unchanged in its fundamentals. We maintain a continuous focus on serving customers’ needs so we can deliver sustainable, profitable growth, while mitigating our risks through our risk management framework, which is described on page 80-86. Our performance this year is reflected in underlying EBITDA growth of 29.0%, with underlying EBITDA margin of 49.0%, an improvement of 294 basis points in reported currency, and profit after tax increased by 82.0% which supports our ability to deliver on our sustainability ambitions and create value for all our stakeholders.

At the same time, we have a longstanding focus on strengthening our balance sheet. Our leverage (net debt to underlying EBITDA) improved to 1.3x (2.0x as of 31 March 2021). We’re strengthening the business in other ways, too. Last year I described the important steps we have taken in our pursuit of asset monetisation opportunities, including the potential listing of our mobile money business within four years from first closing. This work has continued. We have now received a total of $550m cumulative proceeds from minority stake sales in Airtel Money from four investors. We have also received first closing on tower sales in Tanzania, Malawi and Madagascar. These transactions are described in more detail in the financial review on pages 76-79.

In October 2021, the Board approved an upgrade to our progressive dividend policy to reflect our continued strong business performance and the significant progress made in reducing the leverage ratio. The new policy aims to grow the dividend annually by a mid-to high-single digit percentage from a new base of 5 cents per share for FY’22, with a continued focus on further strengthening the balance sheet. The Board has recommended a final dividend of 3 cents on 10 May 2022, making a total dividend of 5 for the year.

Strong performance made possible by committed people
None of the transformations we have achieved over recent years would have been possible without the hard work and commitment of our employees and the support of all our stakeholders. In particular, Airtel Africa people have overcome very significant challenges during the pandemic while maintaining our services and providing passionate support to our customers and communities. I would like to thank them all for their continuing dedication to transforming lives.

Sunil Bharti Mittal
Chair
10 May 2022

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Chief executive officer’s review

Growing our business sustainably, and standing by our promises

The continued strength of our business performance reinforces our belief that serving and empowering customers and their communities is the only way to sustainable success. We earned the licence to be part of people’s lives by caring about the things that they care about, and understanding the challenges they face.

Olusegun Ogunsanya
Chief executive officer

Strategic report

Chief executive officer’s review

This has been an important year for Airtel Africa, in which our continued strong financial performance has meant we could make further progress on our purpose of transforming lives. The growth in all our services speaks for itself: we have grown underlying revenues in data by 34.6%, in voice services by 15.4%, and in mobile money by 34.9% in constant currency. Reported revenue grew by 20.6% to $4,714m. It is to the credit of everyone at Airtel Africa that we’ve continued to provide essential services in all our markets throughout the year, and to serve more customers than ever before, reaching 128.4 million in total.

But when you look beyond these figures there is growth of a kind that is equally, or even more important. In October 2021 we launched our sustainability strategy, which builds on the work we have done for years in the societies and communities where we live and operate. It has four focused pillars – each with specific and measurable goals or commitments – designed to help develop a sustainable future for individuals, families, communities and businesses across Africa. The progress we have made to start delivering on these commitments is described on pages 43-58 – and I’d like to thank Airtel Africa’s people and all our stakeholders for helping make this possible.

Succeeding by serving customers and communities

Our strong business performance reinforces our belief that serving and empowering customers and their communities is the only way to success. The nature of our services means we are always close to our customers – part of their daily lives, of their family connections, and of the way they interact with the economy and the world. We must continue to earn the right to that relationship every day – the licence to be part of people’s lives. We do that by caring about the things that they care about, and understanding the challenges they face: challenges such as climate change, a lack of access to basic education and healthcare services, poor infrastructure in rural areas that restrict digital communication, and financial inclusion.

This has never been more relevant than during the Covid-19 pandemic, which has hit hard among the markets we serve. This year again meant doing business in ways that safeguarded our people and customers, and continuing to provide essential services. Economies and societies are now recovering from that impact – but there is still a need for businesses like ours to invest in the future of our communities. This year, we announced a five-year partnership with UNICEF to help accelerate digital learning. By providing equal access to quality digital learning, particularly for the most vulnerable children, the partnership will help to ensure that every child reaches their full potential.# Strategic report

We were the first African private sector partner to make a multi-million dollar commitment to UNICEF’s ‘Reimagine education’ initiative, and our $57m financial and in-kind contribution over five years will benefit learners in Chad, Congo, Democratic Republic of the Congo, Gabon, Kenya, Madagascar, Malawi, Niger, Nigeria, Rwanda, Tanzania, Uganda and Zambia. There is always more we can do, though, to increase our positive social and environmental impact. In the year ahead we will continue to work on our net zero ambition and on the other key pillars of our sustainability strategy – which include expanding financial inclusion and digitalisation for customers across the region, as well as working to make sure our own employees continue to enjoy a work culture that is inclusive and rewarding.

Strengthening our ‘Win with’ strategy

Formally embedding our sustainability goals into everything we do has strengthened our business strategy for the future. That strategy continues to be underpinned by the key trends we see in our markets: a continuous and expanding demand for data, mobile money and mobile services from young, growing populations who are underserved by infrastructure, especially in remote rural areas. We succeed by providing affordable, transparent telecoms services in a sustainable manner, reducing the digital divide and enhancing financial inclusion. We have leading positions in many of our markets, but like any business we should always be alive to our competitive environment – whether that competition comes from telecoms businesses, or from FinTech companies.

One of our key assets continues to be our exclusive distribution network – which gives us the ability to win and stay close to our customers. This year our total Airtel Money branches and kiosks has grown to over 16,000 and 53,000, respectively. We have also added digitisation as an overarching strategic intent – because further digitising our services, creating digital products, and digitising our own processes will play a vital role in our success, increasing the attractiveness and efficiency of our offer, and building ‘stickiness’, which helps us retain our customers.

At the same time, we continuously build on our network in rural areas and improve quality and capacity in urban areas. This year we added more than 3,400 sites, taking our total sites to 28,797, of which 87.6% are on 4G. Our fibre network has now reached over 64,500+ km. And we continue to focus on the mobile money opportunity, which is closely aligned with our ambition of supporting financial inclusion in line with the UN Sustainable Development Goals (UN SDGs). Our mobile money customers grew by 20.7% during the year, while strategic partnerships, cross-border money transfers and digital payments, including merchant payments, have helped grow our mobile money transaction value by 37.0%, and mobile money revenues by 34.9%. Our progress against our ‘Win with’ strategy is described in full on pages 31-42.

Transforming lives

Successful delivery of our strategy this year has meant that our provision of essential services to customers and communities has driven our profitable growth, which in turn fuels our ability to keep advancing our sustainability ambitions. This would not be possible without our stakeholders, including the governments of the countries in which we operate, who recognise the value we bring to their own goals for building a digital, inclusive economy, and with whom we aim to work in partnership on sustainable development. Above all, of course, it would not be possible without the hard work of Airtel Africa people and the support of stakeholders. I’d like to thank them again for their efforts as, together, we continue to transform lives.

Olusegun Ogunsanya
Chief executive officer
10 May 2022

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our investment proposition

The countries we operate in have some of the highest population growth projections in the world. Combined with the currently low levels of unique mobile customers, low minutes of usage, low data consumption and limited traditional banking services, this creates huge opportunity for the growth of Airtel Africa. See overview of our market environment on pages 20-21.

We have the diversity and scale to deliver value-for-money telecoms and mobile money services to our customers. Our well-invested asset base, strong brand values and recognition and effective distribution channels (both direct and indirect) give us sustainable differentiation in the market. Our strong track record of delivering growth and improved operational performance continues. We have a lean and simplified operating model which, combined with our effective management team, has delivered double-digit revenue growth, strong profitability and cash flow. Strong country-level management teams with deep knowledge of their markets are supported by subject matter experts at Group level. We also benefit from the strength and support of our shareholder Bharti Airtel, one of the world’s largest telecoms operators. See our financial review on pages 76-79.

Led by our purpose of transforming lives, with a customer-centric vision of enriching the lives of our customers, we deliver sustainable, profitable and market-leading growth through our six pillar strategy: Win with… network, distribution, data, mobile money, cost and people. We are reducing the digital divide and enhancing financial inclusion, including through partnerships with governments in the countries where we operate. We are focused on digitising how we operate, as well as how our customers use our products. And our new sustainability strategy, published in October 2021, further embeds environmental, social and corporate governance (ESG) considerations into everything we do.

Our strategy for growth is described on pages 31-42. For more information about our sustainability strategy, see pages 43-58.

Our strong balance sheet and conservative capital structure allow us to fully execute our growth strategy and create value for all our stakeholders: customers, communities, regulators and governments, partners and suppliers, our people, and our shareholders. Our operations in 14 sub-Saharan African countries offer substantial market potential across voice, data and mobile money services.

Strategic report

Airtel Africa plc Annual Report and Accounts 2022

Our key performance indicators

KPIs give our Board and management a clear sense of progress that we are making and areas to improve.

• Underlying revenue growth rates excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the year ended 2020/21
  ** Growth percentage is in reported currency

Note: growth percentages in KPIs are in constant currency unless specified.

Measuring the success of our strategy

Our operational and financial key performance indicators (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

Our primary operational KPIs include sites, data capacity, customer base, net additions, average revenue per user (ARPU), usage per customer and Airtel Money transactions, while our financial KPIs are revenue, underlying EBITDA, operating profit, profit after tax, operating free cash flow, net cash generated from operating activities, leverage, earnings per share, and return on capital employed. We are in the process of finalising KPIs relating to our non-financial performance in line with our sustainability strategy, launched in October 2021. See more details about our sustainability strategy on pages 43-58.

We keep our operational and financial KPIs under review to make sure they stay relevant to our strategy and our business. See definition and reconciliation of our alternative performance measures on pages 229-234.

Linkage with remuneration

Our remuneration targets are linked with financial KPIs (revenue, underlying EBITDA and operational free cash flow). Further, we benchmark our shareholder return performance with a peer group of companies for our long-term incentive scheme.

KPI	FY’22 APM GA KPI	FY’22 APM KPI	FY’21 FY’21 APM KPI
Underlying revenue*	$4,714m	$3,888m
Reported currency	+21.3%	+23.3%
Constant currency	+23.3%	+20.7%
Net cash generated from operating activities**	$2,011m	$1,666m
Underlying EBITDA and margin	$2,311m	$1,792m
Margin	49.0%	46.1%
Reported currency	+37.2%	+29.0%
Constant currency	+39.4%	+31.2%
Leverage	1.3x	2.0x
Operating profit	$1,535m	$1,119m
Reported currency	+86.5%	+40.5%
Basic earnings per share**	16.8 cents	9.0 cents
Profit after tax**	$755m	$415m
Reported currency	+82.0%	+19.4%
Return on capital employed	23.3%	16.5%
Operating free cash flow**	$1,655m	$1,178m
Reported currency	+32.0%	+25.2%

17 Air tel Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022 Strategic report

Our key per formance indicator s co ntinu ed

Operational KPIs

Co ns ta nt cur ren cy gro w th rat es are cal cul ate d using the pr evai lin g exchan ge rat es as of 31 March of the pre ce di ng year

Performance

Du rin g the year, as par t of our st rate gi c dr ive to Win wit h net wo rk, we have dep lo yed mo re than 3,400 sites, rea chi ng 28,797 si tes in tota l as of 31March 2022. We f ur t he r adde d 3,900+ 3G sites (96.5% of sites are now 3G), more tha n 5,800+ sites to 4G (87.6% o f sites are now 4G) and add ed al mos t 10,000 km of bre (64,500+ km of bre as at 31 March 2022). Data cap ac it y was incr ease d by 40.4% to 16,900+ ter aby t es (T B) pe r day, wi th pe ak hour dat a uti lis ati on at 46%.

Performance

Cus to mer bas e grew by 8.7% t o 128.4mil lio n. This grow t h was sup po r te d by fu r th er inve st me nt in sal es and dis tr ib ut io n infr as tr uc tur e in bot h urb an and rur al mar ket s, inclu di ng exp ansi on of our exclu sive dis t ri bu ti on cha nne l of kio sk s and mini -s ho ps. We endeav our to ensu re availa bil it y of SI M card s and rech arg e acros s our foo tp ri nt. Cust ome r base gre w acros s all thr ee re gio ns: Ni ger ia by 5.8%, East Afr ic a by 7.8%, and Fra nc oph on e Afr ic a by 15.9%.

T otal sites number	T otal da ta ca pa city tb/ day	Customer base m	Customer net adds m
FY’22	FY’21	FY’20	FY’22
22,909	25,368	28,797	7,572
12,070	16,949	110.6	118.2
128.4	11.8	7.6	10.2

T ot al sites an d data capac ity
Custo mer base a nd customer net additions

T ot al site s number	T ot al dat a capa ci ty t b /d ay	Cus to mer bas e m	Cus to mer n et ad s m
FY’ 22	FY’21	FY’20	FY’ 22
22,909	25,368	28,797	7,572
12,070	16,949	110.6	118.2
128.4	11.8	7.6	10.2

Performance

Voice tr ac grew to 379 bi lli on minu tes in F Y ’22, an inc reas e of 17.3% mainl y dr ive n by c us tom er bas e grow t h of 8.7% and an incre ase of voic e usag e pe r cust ome r of 9.8% to 257 minut es pe r cust ome r per mon th. The voi ce usa ge grow th was driv en by inve st me nt in rura l sale s and dis tr ib ut io n alon g with exp an de d rura l net wo rk co ver age. Addi ti ona lly, highe r ado pt ion of voic e bund le s among st ou r cus to mer s con tr ibu te d to th e grow t h in voic e usag e, bun dle pe net ra tio n rea che d 54% b y 31Ma rch 2022.

Performance

Du rin g the year, voi ce und er ly ing reve nu e grew by 15.4% in c ons t ant cur re nc y to $2,358 m. Voice reve nue gro w th was dri ven by an incr ease in our cus to me r base by 8.7% and voic e AR PU grow th of 8.0%, led by an inc reas e in voice usa ge pe r cust ome r by 9.8%. Voice AR PU inc rea se d to $1.6 per cus tom er pe r mont h.

Voice tr ac bn mins	Usage per customer mins	Voice revenue $m	Voice ARPU $
FY’ 22	FY’21	FY’20	FY’ 22
250	323	379	201
234	257	1,970	2,083
2,358	1.6	1.5	1.6

V oi ce trac and usage per customer
V oice underlying revenue and voic e ARPU

Voice tr ac bn mins	Usa ge per cus to mer mins	Voice und er ly in g revenu e $m	Voice AR PU $
FY’ 22	FY’21	FY’20	FY’ 22
250	323	379	201
234	257	1,970	2,083
2,358	1.6	1.5	1.6

	5.2%	11.0%	15.4%
FY’ 22	FY’21	FY’20

Performance

T ot al und er ly ing reve nu e was $4,714m, gre w by 23.3% in con st ant curr enc y le d by bot h cus tom er base gro w th of 8.7% and ARP U grow t h of 15.4%. AR PU grow t h of 15.4% was dri ve n by all our key ser v ic es: wi th dat a co ntr ib ut ing 7.7%, voice co ntr ib ut in g 4.3%, mobi le mon ey con tr ib ut in g 2.7%, and wi th th e balan ce co min g fro m grow t h in othe r revenu e.

Group revenue $m	ARPU $
FY’ 22	FY’21
FY’20
3,422	3,888
4,714	2.7
2.8	3.2

	13.8%	19.4%	23.3%
FY’ 22	FY’21	FY’20

Gr oup und er ly in g revenu e $m
ARPU $

Group underlying revenue $m	ARPU $
FY’ 22	FY’21
FY’20
3,422	3,888
4,714	2.7
2.8	3.2

Strategic report

18 Air tel Af r ic a p lc A nnu al R ep or t and A cc ou nt s 2022

Performance

T ot al dat a usage in crea se d by 48.7% in F Y ’22 to 1,848 bill ion MB. 4G dat a usa ge con tr ibu tes to 66.7% of t ota l dat a usage. Data usa ge pe r cust ome r pe r mont h reach ed 3.4 GB, an inc reas e of 31.0% , m ain ly due to 4G netw or k den sic ati on, incr eas e in s mar tph on e pe net rat io n and high er ado pti on of dat a bund les. Add it ion all y, 4G dat a usa ge per cus to me r reach ed 5.5 GB, sup po r ti ng the usa ge gro w th.

Performance

Dat a reven ue was $1,525 m, gre w by 34.6% in co ns tan t curr en cy le d by b ot h cus to mer bas e grow t h of 15.2% and dat a ARP U grow t h of 18.6%. Dat a ARP U incre ase d to $2.9 per cus to mer pe r mont h. Th e data AR PU gro w th was sup por ted by an incre ase in the num be r of 4 G cust ome rs.

Performance

Air tel Mon ey cus to mer bas e reac he d 26.2 mil lio n, gro win g by 20.7%, and now rep res en tin g 20.4% of our tota l cus to mer bas e. Cus tom er bas e grow t h was larg el y driv en by the expa nsio n of our mo bil e mone y agen ts, mer cha nt ec os ys tem s and cont inu ed inv es tm ent in our excl usiv e fran chi se chan ne l of kio sk s and Air t el mon ey bran ch es.

Performance

T ot al tra nsa ct io n valu e incre ase d to $64.4bn, up by 37.0% in FY ’22 in co ns tan t curr enc y. T r ans ac ti on valu e pe r cust ome r per mon th was $223, an inc reas e of 13.9% in con st ant cu rre nc y. Th is was driv en by both cus to mer bas e gro w th an d incre ase d ado pt ion of Air tel Mo ney se r vi ce s, main ly in P2P, cash - in and cas h - ou t trans ac ti ons. Ann ual ise d tr ansa c tio n valu e now st ands at $64.3 bn in Q4’22 in cons ta nt cur ren cy. Th e sligh t slowd ow n in revenu e grow t h was due to the imp lem en tat io n of new lev ie s in T anz ani a.

Performance

Ou r data cus tom er bas e reach ed 46.7mill ion, grow in g by 15.2% and now co ntr ib ut in g to 36.4% of our total cus to mer bas e. Our 4G cus to mer bas e rea che d almo st 20 milli on, whic h is 42.6% of o ur tot al data cus to me r base. Cus to mer bas e grow t h was driv en by fu r th er exp ansi on of our data net w or k, inc reas e in our net wor k data ca pa cit y and 3G / 4G ena ble d smar tph on e pe net rat io n ( w hic h inc reas ed to 34.2%, of whic h 59% are 4G) smar t ph one s.

Data usage megabytes bn	4G data usage megabytes bn	Data usage per customer MB	Data revenue $m	Data ARPU $
FY’ 22	FY’21	FY’20	FY’ 22	FY’21
FY’20
427	534	616	1,863	711
283	2,686	1,242	708	3,520
1,848	1,232	930	1,157	1,525
2.4	2.5	2.9

Data usage, 4G data usage and data usage per customer
Data r evenue an d data ARPU

Data revenue $m	Data ARP U $
FY’ 22	FY’21
FY’20
427	534
616	1,863
711	283
2,686	1,242
708	3,520
1,848	1,232
930	1,157
1,525	2.4
2.5	2.9

Mobile money base m	Mobile money customer penetration %	Transaction value per customer $	Mobile money transaction value $bn
FY’ 22	FY’21	FY’20	FY’ 22
18.3	21.7	26.2	16.5%
18.3%	20.4%	32	46
64	167	191	223
32	46	64	25.2
25.8	26.8	32.0%	35.4
10.2	34.3%	40.6	14.8
36.4%	46.7	19.9

Air tel Money customer base an d penetration
Air tel Money transaction value and transactio n value per customer

Mobile money base m	Mobile money customer penetration %	Transaction value per customer $	Mobile money transaction value $bn
FY’ 22	FY’21	FY’20	FY’ 22
18.3	21.7	26.2	16.5%
18.3%	20.4%	32	46
64	167	191	223
32	46	64	25.2
25.8	26.8	32.0%	35.4
10.2	34.3%	40.6	14.8
36.4%	46.7	19.9

Data customer m	2G/ 3G / 4G data customer m	Data customer penetration %	Data usage MB	2G/ 3G / 4G data usage MB	Data usage per customer MB
FY’ 22	FY’21	FY’20	FY’ 22	FY’21	FY’20
25.2	25.8	26.8	32.0%	35.4	10.2
34.3%	40.6	14.8	36.4%	46.7	19.9

Data c usto mer s, 4G dat a customers and penetration

Data customer m	2G/ 3G / 4G data customer m	Data customer penetration %	Data usage MB	2G/ 3G / 4G data usage MB	Data usage per customer MB
FY’ 22	FY’21	FY’20	FY’ 22	FY’21	FY’20
25.2	25.8	26.8	32.0%	35.4	10.2
34.3%	40.6	14.8	36.4%	46.7	19.9

Performance

Air tel mon ey reve nue inc rea se d to $553m, up by 34.9% in con st ant cur re nc y, l ed by both cus to me r base gro w th of 20.7% and Air tel Mon ey AR PU grow t h of 12.2%. Ai r tel Mo ne y AR PU was $1.9 pe r cust ome r per mon th. ARP U grow t h was driv en by an inc reas e in tr ans ac ti on valu e per cus to mer of 13.9%, larg el y due to inc reas e d adopt io n of Ai r tel Mo ne y servic es.

Mobile money revenue $m	Mobile money ARPU $
FY’ 22	FY’21
FY’20
311	401
553	1.6
1.7	1.9

	37.2%	35.5%	34.9%
FY’ 22	FY’21	FY’20

Air tel Money rev enue and AR PU

Mobile money revenue $m	Mobile money ARPU $
FY’ 22	FY’21
FY’20
311	401
553	1.6
1.7	1.9

Strategic report 19 Air tel Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Our market environment

Populations are young and expanding rapidl y, the middle class is growing, and peopl e need to connec t with eac h other and wit h local and g lobal economies. Y et infras tr ucture is limi ted, and the re is huge scope to inc rease th e reac h and penetrat ion o f eective, aordable telecoms ser vices, and to include more people in the digit al economy. The r egio n has be en hi t hard by th e impa ct of t he C ovid -19 pande mic. It s co ntinu ing re cover y has unde rlin ed t he ne ed fo r tele co ms ser v ice s as a way to fos ter nancial inc lusion , brid ge the digit al divide, and dri ve econo mic growt h.

Economic recover y, under pinned by strong demographics

Acc ordin g to th e IMF repor t ( Apr il 2022), real GD P in su b-Sa haran Afr ic a is pro jec te d to grow by 3.8% in 2022, and by 4% in 2023, rec overi ng fro m th e cont rac ti ons bro ught ab ou t by the i mpac t of th e Cov id -19 pandemi c on po pulat ions w it h relat ivel y low vac cinat ion rates . There remain challe nge s to grow th, but the World Bank ident ies the regi on as t he worl d’s largest fre e trade area – a market of 1.2 b illio n pe opl e. Over the next thre e dec ades, the popul atio n is set to nearly doub le, to around 2 b illio n. We o per ate in yo uth ful market s, with 33% of the pop ulat ion in our market s age d betwe en 10 and 24 years*. T he middl e class is also growi ng , alongside a longs tan ding trend of urbanis atio n. We oe r a mix of p rod uc ts, conten t and p ri cing st ru ctu res to at t rac t and reta in this gro wing c usto mer b ase – and o ur s trate gic fo cus on d ist ri but ion means we ar e well - plac ed to w in new c usto mer s. See our ‘W in wit h’ str ate gy on p a g es 31- 42

Limited infrast ruc ture, and low mobile connect ivit y

Many par t s of A fr ica lack landli ne infras tr uc ture, and broa dband levels remain far lower than in develop ed market s.# Strategic report

Mobile networks will continue to be the primary source of voice and data services in many places – which means that our focus on expanding our networks, and extending rural coverage in particular, plays a vital role in bringing people into the mobile and digital economy. And there is a significant opportunity to extend network coverage. Across Africa, mobile connectivity remains low relative to other markets – though it is growing fast. By the end of 2020, 495 million people had subscribed to mobile services in sub-Saharan Africa, representing 46% of the population – almost 20 million more than in 2019 (i). The GSMA projects that this figure will reach 615 million people by 2025.

Digitalisation – the key to growth

Digitalisation will be at the heart of Africa’s future growth – as many governments in our markets have recognised. Secure, reliable, competitively priced data is essential to a wide range of service providers, and to businesses both large and small. Mobile technology enables digital solutions and supports the growing use of online channels by consumers. While growing fast, smartphone adoption in our region remains relatively low. The availability of 4G is also expanding, but is not yet available everywhere. The GSMA projects that 4G coverage will reach 64% of the population in sub-Saharan Africa by 2025, and that customer usage of 4G will more than double from 12% in 2020 to 28% by 2025, still some way short of the global average of 57%. Digitalisation is therefore a clear opportunity to fulfil our purpose of transforming lives as well as grow our business – driven by our strategic focus on winning with data, our digital products and content, including Airtel TV, and our focus on supporting enterprises through Airtel Business. This is all supported by our continuing investment in expanding our 4G network. See our business reviews on pages 62-71

Increasing financial inclusion through mobile money

The launch and growth of digital financial services in Africa has led to an unprecedented increase in the number of people enjoying access to formal financial services. The continent, which has historically been underserved by formal banking, is now home to almost half of digital financial services users worldwide, according to the International Finance Corporation (IFC) (ii). This growth is critical to wider development: financial inclusion has been identified as an enabler for seven of the 17 UN Sustainable Development Goals (UN SDGs). The Covid-19 pandemic made clear that mobile technology, and mobile money in particular, has a huge role to play in keeping people connected, delivering vital financial support and providing safe, no-contact ways to pay for food, electricity and other life essentials. Telecoms providers continue to play a critical role in building smartphone penetration, increasing mobile broadband penetration and providing competitively priced data to customers – both retail and business – to enable digital inclusion and access to more opportunities. Airtel Money is well-placed to be part of this opportunity. We continue to build the mobile money ecosystems that help customers join the digital economy, and to win new customers through services, including inter-operator money transfers, payments, microl oans and international money transfers. See our Airtel Money business review on pages 70-71

Demand for voice, data and mobile money services continues to grow at pace across sub-Saharan Africa, which is home to more than one billion people.

*According to the World Bank at www.worldbank.org/en/region/afr/overview#1

Strategic report

20

Airtel Africa plc

Annual Report and Accounts 2022

Managing risk and ensuring we contribute to sustainable development

Some of the countries in our operating markets face political, economic, or environmental challenges. While contributing relatively little to global emissions, Africa is disproportionately affected by climate change (iii), while fluctuating currencies and high rates of inflation can affect economies in sub-Saharan Africa. Our sustainability strategy is designed to ensure we make a meaningful contribution to the societies and economies where we live and work, while our risk management framework helps the business to identify and mitigate risks. We manage foreign exchange risk as one of our principal risks as described in detail on page 85. See how we manage our risks on pages 80-86. For information about our sustainability strategy, see pages 43-58.

Growing markets in which affordability and accessibility are vital

The sub-Saharan African mobile landscape is dominated by a few large competitors, with smaller regional companies in some markets. We compete for customers through our range of services, our advertising and brand image, the quality and reliability of our service, the geographical breadth of our coverage, the capacity and resilience of our data networks – and price. We offer pricing plans that are simple and transparent, based on the principle of ‘more for more’. We use a tailored pricing strategy that varies depending on our position in each market. Our focus on distribution is designed to give us a competitive advantage in recruiting and winning new customers.

Working alongside governments and complying with regulations

The telecoms sector is highly regulated in our markets. All operators must work within the frameworks created by governments and regulatory authorities, covering telecoms regulations, banking regulations and licenses. Know Your Customer regulations apply in many of our markets – these require customers to register their identity to access mobile services. Providing easy access to a fast and compliant registration process is a key part of our ‘Win with’ distribution approach. Alongside strict compliance with regulations, we aim to work collaboratively with governments to make sure we integrate our services into their key initiatives, and play our part in strengthening economies and transforming lives. See our legal and regulatory review on page 23.

Data sources:
(i) www.gsma.com/mobileeconomy/sub-saharan-africa/
(ii) www.ifc.org/wps/wcm/connect/region__ext_content/ifc_external_corporate_site/sub-saharan+africa/resources/201805_report_digital-access-africa
(iii) www.unep.org/regions/africa/regional-initiatives/responding-climate-change

Transforming lives spotlight

Working with Access Bank and the World Food Programme to support displaced people in Nigeria

There are hundreds of thousands of internally displaced people (IDPs) in Borno State, Nigeria – and our services are helping them meet their basic needs and connecting them to financial inclusion, while boosting the local economy. As well as making telecoms services available to this vulnerable group, Airtel Africa is part of a collaboration involving Access Bank and international organisations, including the World Food Programme that helps people access their daily meals. Beneficiaries receive credits to mobile money wallets set up by the partnership, which can be used to pay for meals at Dalori IDP camp. The programme, known as the Airtel Access Money Cash Disbursement powered by WFP, is also creating employment for around 15 people in the camp who support Airtel Africa’s Know Your Customer registrations and recharge card sales.

21

Airtel Africa plc

Annual Report and Accounts 2022

Strategic report

Key market profiles

Our top six markets *

	1 DRC	2 Kenya	3 Nigeria	4 Tanzania	5 Uganda	6 Zambia
2020	Population 92m GDP $57bn Mobile customers 47m Unique mobile penetration 43% Mobile money users 9m	Population 55m GDP $110bn Mobile customers 65m Unique mobile penetration 61% Mobile money users 35m	Population 211m GDP $442bn Mobile customers 195m Unique mobile penetration 47% Mobile money users 195m	Population 61m GDP $70bn Mobile customers 54m Unique mobile penetration 54% Mobile money users 35m	Population 47m GDP $42bn Mobile customers 30.2m Unique mobile penetration 43% Mobile money users 23m	Population 19m GDP $21bn Mobile customers 20m Unique mobile penetration 58% Mobile money users 9m
2021	Population 90m GDP $49bn Mobile customers 41m Unique mobile penetration 41% Mobile money users 9m	Population 54m GDP $99bn Mobile customers 61m Unique mobile penetration 61% Mobile money users 32m	Population 206m GDP $429bn Mobile customers 204m Unique mobile penetration 46% Mobile money users 204m	Population 60m GDP $63bn Mobile customers 51m Unique mobile penetration 53% Mobile money users 32m	Population 46m GDP $38bn Mobile customers 28m Unique mobile penetration 43% Mobile money users 23m	Population 18m GDP $19bn Mobile customers 19m Unique mobile penetration 57% Mobile money users 9m

* in alphabetical order

Data sources:
• Population and GDP from the International Monetary Fund (IMF)
• Mobile customers and mobile money customers from respective telecommunications regulatory authorities’ published data
• Unique mobile penetration report from Omdia market analysts

Our market environment continued

Strategic report

22

Airtel Africa plc

Annual Report and Accounts 2022

Legal and regulatory frameworks

Rapid changes in technology have led to amendments in legislation and regulation to maintain a fair and stable business environment.# W e work wi th government s and r egulators in vari ous ju risdic tions to harmonise these changes wi th business needs .

The le gal and regulator y f ram ewor k s we wor k with in fall into t hree cate gor ies : telec oms ser vi ces , mobil e nancial ser v ice s and broa dcas t ing ser v ices . In some of o ur market s, the re are als o comp et iti on laws. We are abreas t of t he regula tor y chang es, and we keep it under cont inuo us review. We p ublish signi c ant develo pme nt s on our corp orate websi te, under ‘Re gulato r y news’.

H ere we d etai l the mos t signi cant devel opm ent s in o ur larges t market s in F Y’ 22.

Kenya, Uganda and T anz ania

In 202 1, several East Afr ic an governm ent s reviewe d their respe c tive ta x legis latio ns to inc rease co nsume r taxe s.

• In Kenya , the excise dut y payable for telep hone ser vice s rose from 1 5% to 20% .
• In Ugan da, the over the top ( OT T ) tax was replac ed with a 1 2% excise du t y on inter net d ata .
• In T an zania , a n ew tax on money trans fer /wi thdr awals was brou ght in from 1 J uly 202 1. This range d from T shs1 0 to 1 0,0 0 0 depe nding on the transa ct ion amoun t . In Au gus t , the governme nt reduc ed this by 30 % in resp ons e to publ ic sen time nt . Th ere was als o a new tax on mobil e networ k oper ators – this vari es from T shs1 0 to 200 per SIM card owne r based on their daily recharg e capabi lit y.

Zam bia

The Data Prote ct ion Act came into force in 2 021, w hich prote ct s cus tome rs by r egula ting the col lec ti on , use, tra nsmissio n, sto rage and proc essin g of pe rso nal data. Air tel Netw ork s Zambia plc has put i n plac e measure s to ensure c ompl iance w it h this ne w ac t . We’ re aiming at f ull comp lianc e once regulat ions ope rati onalisi ng the Data Protec ti on Act are publishe d by t he regulato r .

Nigeria

In Dec emb er 2 02 1, the Nig erian Co mmuni cat ions Comm ission (NCC) auc tio ne d two lots of 1 0 0 MHz each in the 3.5 GH z band ranging from 3500 to 36 00 MHz and from 37 0 0 to 380 0 MHz . The spec tr um was oere d on a nationwi de basis covering all st ates of t he Fede rati on and the Fed eral Cap it al T er ri tor y of Nigeria . The reser ve p ri ce for one lot of 1 00 MHz was $ 197 .4m. Air te l Afric a quali ed to par t ici pate in the bidd ing proc ess but with drew in the cours e of th e auct ion . MTN and MA F AB were awarded the tw o available lot s of 1 00 MHz . We’ re now wor king wit h the regulator and gover nment to nd ways to a cce ss remaining unas signe d lot s.

In Apr il 2 022, Air tel Afr ic a receive d nal approval from the Cen tral Ban k of Ni ger ia ( CB N) to o er ser vi ces unde r a sup er-agent lice nce and under a Payment Ser v ice Bank (PSB) licenc e. This follow s the issue by the Centra l Bank of N iger ia of t he approva l in p rin cipl e in resp ec t of t he two licen ces in Novembe r 2 021. We are get ti ng ready to launch both ser v ice s as guid ed by the Centr al Bank .

Keny a

The Ke nyan re gulato r has st ipul ated a re duc ti on in mo bile te rmi natio n rates (MT R) f rom KES 0.99 per minute to K ES 0.1 2 per minu te from 1Januar y 202 2. While this is be ing challe nge d by an othe r mobile ope rator, we welc ome this move as it see ks to remove the unfair subsidis atio n of t he domin ant op erato r by comp et it ing playe rs in t he market . Kenya has o ne of t he highes t MT R regimes in Afric a, and rates were las t rev iewe d in 201 0.

Uganda

In May 202 1, Air te l Mobile Co mmerc e Uganda Limite d ( an Air te l Mon ey ent it y ) was lic ense d to ope rate a pay ment s ys tem a nd prov ide ele ct roni c money in Ugan da. We we re reminde d by t he regulato r that we have to list on a li cens ed sec uri tie s exchange in Ugan da within t wo years of th e date of our lice nce , 1 6 Dece mber 2020. We are i n talks wit h the regulato r , the cap it al market s author it y and investor s on how b es t to me et this requ ireme nt , given that the recent list ing by another natio nal telec oms ope rator on the market was si gni c antl y undersu bscr ibe d.

Uganda listing obligation

Und er Ar ti cle 1 6 of Air tel Uganda’s N atio nal T ele co m Opera tor (NTO ) lice nce , Air tel Ugan da Limite d (Air tel Uganda) is obl ige d to co mpl y wit h the sec tor polic y, reg ulati ons and guidelin es requir ing the list ing of par t of its shares on the Uganda Stock Excha nge (USE). The cur rent Ugan da Communi cat ions (Fees and Fine s ) (Amen dment) Regu latio ns 2020, c reates a p ubli c listin g obligat ion for all NTO license es , and spe ci es that 20% of the shares of th e operato r must be lis ted wit hin tw o years of th e date of th e eec t ive date of the lic enc e. Current ly, t his impo ses a l ist ing requi remen t by 15 D ec embe r 2 022 on Air tel Uganda . On 5 A pr il 202 2 we applie d to th e Uganda Commu nica tio ns Co mmissio n (UCC) for an extensi on on the deadl ine for a p eri od of oneyear .

W e w ork with in th e la ws and r egu la to r y fram ew orks of go ve rnme nts an d re gu la to r y agencies to bri dge the di gital divi de ac r oss Af r i c a and expand nanc ial inclusion.

23 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Our busine ss mode l

Our dynamic business model is under pinned by our sust ainabilit y s t rategy and deli vers value to st akeholders while t ransfor ming li ve s t hrough di gitali sa tion an d n an cia l inc lus io n. Our vision is to enrich the lives ofour customers.

Delivering out st anding ser vices and product s

Through a uniqu e distr ibution net work that i s close t o our customers

• An ecient networ k and business str uc ture in 1 4 ma r ke t s across sub -Sahar an Afr ica
• O ther ser vices , inclu ding xed-line telephon y , home broa dband and datace ntre s
• M ore than 6 9, 000 exclusi ve retail t ouchpoint s (including minisho ps , kiosks and Air te l Money branches )
• M ore than 2 5 1,000 activa ting outlets
• A wide net wor k of mo re than 2. 2 million retail touchp oint s
• Strate gic collaborations wit h regiona l and i nter natio nal par t ner s to o er nancia l andmo ney trans fer ser vices

Other key inputs and enablers:

• Ec ient Kno w Y our Cus tomer(K YC ) proces ses
• Easi er onboa rding proc ess es, self-service through our sel f- care MyAir te l app, cur rent ly available in allmarkets

Vision

• Spe ctrum asset s in ever y coun tr y, w ith mult ipl e layers of data capaci t y
• A moderni sed n etwork oer ing 2G, 3G and 4 G , large ly on ecient singl e RANtechnology
• 2 8 ,797 netwo rk tower s and data cap aci ty of 16, 9 0 0 + teraby tes per day
• 64 ,5 00+ km of b re acros s our market s
• 3 ,70 0+ empl oyees

How w e cre ate va lu e

Other key inputs and enablers:

• C ompl ianc e with regulato r y fra mewo rk in all mar ket s
• A sound cap it al alloc atio n st rate gy and nancial manage ment that targ et s revenu e grow th ahead of t he market and under ly ing EBI TDA margin improvement
• Mo bile network part nerships that out so urce the manage ment and oper atio n of our net wor k infras tr uc ture
• A st rong manage ment st ru ctu re with oper atin g comp anies in each market that can levera ge Group exper tise
• O ur sustai nabili t y strat egy unde rpi ns ever y th ing we d o. It is a ligne d with the UN SDG s and suppo r te d by go als and ac tive pol icie s to resp ec t human right s , drive posi tive soc ial impac t s, protec t the natura l environme nt and cons er ve resou rces
• So und and transpa rent gover nance
• A net wor k of over 2,40 0 par tner s, including mobile bran ds, IT comp anies and telecoms infras tru ct ure providers

V alues

• So und and transpa rent gover nance
• A net wor k of over 2,40 0 par tner s, including mobile bran ds, IT comp anies and telecoms infras tru ct ure providers

V oice Data Air tel Money Aliv e

We a ct wit h passion and a c an - do at titu de. Inno vatio n and an entr epren eur ial spiri t drive us.

Inclu siv e

We c hampi on diversi t y . We’ re at the hear t of our commu nit ies , and antic ipate, adapt and delive r solu ti ons that enrich the lives of the pe opl e we se r ve.

Respe c t f ul

We a ct wit h humilit y and are alway s open and hones t . We d elive r on o ur promises to custom ers , sta kehol der s and each other.

Strategic report 24 A ir tel A fr i ca p lc A nn ua l Rep or t an d Acc ou nt s 2022

Our customers

• 1. 3% of our cus tomer s use pre- paid ser vices
• 2.2 + million peop le nancially empowered through direct employment, busine ss par tn erships and ourdis tr ibu ti on netwo rk
• 99% of customer reques t s processe d digitally

Our economies

• Convenient and competitive se r vi ces that enabl e peop le to c onn ec t , livean d work
• Financial inclusion and oppo r tun it y throug h conn ec ti ons to l oc al and global economies
• Accelerate d sustainable development through nanc ial inclusi on and ‘banking the u nbanked’
• Direc t and indirect contributions of $1.5bn in 2 021 /22 (vs $1.4bn i n 2020/21)
• 2 .2 million people earning through working with Air tel Africa as entrepr eneu rs and in our distr ibu tio n networ k s

Our people

• Direct employm ent in a gro wing busin ess oeri ng comp et iti ve pay a nd trainin g

Our communities

• Programmes to suppor t edu cat ion , health and wellbeing, anddisasterrelief

Our shareholders

• C ons tan t currenc y under ly ing revenu e grow th of 23 . 3% in 2 021 /22
• Unde rlying EBIT DA margin of 49.0 %
• T ota l divide nd of 5 c en t s (inter im and nal as rec omme nde d by t he Board)

Oer ing simple customer journeys and c ompetitiv e pricing

To r e a c h : Creating value for :

• Simple , convenien t and intui tive cus tome r journe ys
• Str aightfor ward pricing plans base d on t he prin cipl e of ‘more for m ore’
• A tailored pricin g stra tegy that varie s depen ding on market posi tio n

Other key inputs and enablers:

• Marketing and brand -building to increase consum er awaren ess and build cus tome rloyal ty

1 2 8 .4 million total customers including 4 6.# Strategic report

Stakeholder engagement

This year, we continued to engage with our most important stakeholder groups to build shared understanding and mutual long-lasting value. Strong, supportive relationships not only help our business thrive, they help us make sure we’re contributing in meaningful ways to the communities we serve.

How we work to understand our stakeholders

Treating our stakeholders fairly starts with understanding the interests of each group. Directors receive information about our stakeholders through various channels. This includes direct interaction and engagement – something we place much importance on at Airtel Africa. This year, for example, we engaged directly with stakeholders on our sustainability strategy and our remuneration policy. The Board also receives reports and updates from our senior leadership team who engage directly with stakeholders. Every Board paper now includes stakeholder interests relevant to the proposed actions. We also continue to plan director visits to local operations and schedule Board meetings at regional locations, with representatives from the local business present. We’re committed to regular communication with all of our stakeholders. That is why we’re developing a stakeholder engagement policy to formalise why, when and how we communicate with each group. We expect this to be published before our June AGM.

How we consider stakeholder interests

Our directors put stakeholder views at the heart of key decisions for Airtel Africa. Our chair is committed to ensuring that both positive and negative stakeholder input is communicated to the Board, and our executive team supports with this. The chair, the chairs of each committee, independent directors, CEO, CFO and our company secretary are available to address any concerns raised by stakeholders. Considering stakeholder interests sometimes involves distilling data and other metrics to inform decisions. At other times, it involves a direct consultation, such as the one between our Remuneration Committee and shareholders. In September 2021, Doug Baillie wrote to our top 20 shareholders and proxy agencies inviting them to review the details of the exit terms of our CEO, Raghunath Mandava, and the appointment of his successor, Segun Ogunsanya. He wrote again in March 2022 inviting them to discuss the proposed changes to our remuneration policy in more detail. To consider our people’s interests, the Board receives regular updates on employee engagement from the chief human resources officer and chair of the Remuneration Committee and management team. Our second externally facilitated employee engagement survey is due to take place in 2022. It’s results will help the Board assess the culture of our organisation. We also have clear business standards with stakeholder interests at their core. Our Code of Conduct covers everything from respect for human rights to data privacy to acting lawfully. This sets out our high expectations for how all of us at Airtel Africa should act in ways that create value for, and build trust among, our many stakeholders.

Putting people at the heart of our business decisions

Our section 172 statement

This section describes how the directors have acted in relation to their duties under section 172 (a) to (f) of the Companies Act 2006 to promote the success of the company with regard to the needs of wider society and stakeholders, including customers, consistent with our core business objectives. Each year, directors receive training from our corporate legal advisers Herbert Smith Freehills LLP to remind them of their duties to apply section 172 to their considerations and decisions. Consistently applying our purpose, vision and core values (particularly ‘respectful’) when making decisions and delivering our strategy helps us meaningfully engage with all of our stakeholders, regardless of the outcome of any particular decision. The information in this section explains how the Board oversaw stakeholder interests and concerns and considered stakeholders when making decisions in FY ’22.

Our customers

More than 128.4 million customers across Africa use our data, voice and mobile money services to connect, live and work.

How we engaged during the year

Our customers continue to help us define the success of our products and services. To be able to meet and exceed our customers’ needs, we proactively engaged customers across all touchpoints during the financial year. The insights we gain are central to our improvements to our customer experience and our innovations to our products and services. We completed the rollout of automated SMS surveys across all our markets during the year. We also opened a further 300+ retail experiences to restore increase our footprint and establish a closer presence to many of our customers. And we expanded our opening times to be able to support customers for longer. Our Board continued to be informed of significant customer concerns and priorities through the CEO’s regular update.

Interests and concerns

We know that customers of all types want to be able to easily use our products and services at times that are most convenient for them. While most people prefer self-service, they also want quick and easy support. Our younger customers want to be able to use our services easily on the go and to find these on the digital platforms they’re already using. Airtel Money customers are looking for an always-on, error-free, safe and secure mobile money service. And for our enterprise customers, network uptime is critical.

Outcome and actions

We’ve continued to improve our customer service across all platforms. To strengthen our self-care suite of channels, we further automated our phone support systems for customers. We brought in a new interactive voice response (IVR) system in our regional call centres to offer customers more assistance with our products and services. The rising number of people downloading our MyAirtel app – and using it to check their minutes, buy bundles and access mobile money services – illustrates this growing preference for self-service. We registered 3.5 million new customers this year to reach 11 million users in total. Active users doubled from last year, with a total monthly transaction value of $90m. For our Airtel Money customers, we focused on minimising the potential for error and expanding our services to more digital channels and platforms. To further improve our customer support service, we continued to integrate and strengthen our customer data systems. Our latest upgrade allows front-line teams to see all customer information on a single screen so that they can resolve issues more thoroughly and quickly. We’re working to create a quick and easy customer experience at every Airtel Africa touchpoint.

Our people

We aim to make Airtel Africa a great place to work for our more than 3,700 full-time permanent employees encompassing 35 nationalities in 18 countries. Our people are at the heart of our business success.

How we engaged during the year

Our Board actively engages with employees in a variety of ways to better understand how we can enhance our people strategy and continue to bring our values to life. They also stay on top of employee-related matters through their involvement with our Sustainability Committee.# Dur ing F Y’ 22, Boa rd memb er s met wi th e mploye es to dis cuss b oth professional and personal matters – inclu ding feedback on moving our hea dqua r ter s to Duba i fro m Nairo bi, tea m cap abili tie s and ho w we can b es t buil d an agil e high - pe r for manc e cul ture. We also e nco urag e empl oyee s to share fe edba ck t hroug h our op en - do or p olic y , whe re anyone c an sp eak to our G rou p CEO o r any E xec uti ve Co mmit te e (ExCo ) member . The B o ard also s t ays clo se to emp loye e -re lated is sues t hrou gh:

Q uar ter ly C EO -le d town ha lls in Eng lish and Fre nch , wh ere se nior execu ti ves upda te empl oyee s on our b usines s per forma nce an d organi sational change s, and tak e questions fr om employ e es

Remuneration C ommitte e updates from our chief human resources oc er ( C HRO) o n remunerat ion , peo ple , culture, con duc t and diver sit y

Re gular B oa rd pres ent atio ns and on e -to - o ne me eti ngs as ne cess ar y fro m our CH RO

Q uar ter ly B oa rd rep or t s f rom th e HR F oru m and Rem uner atio n Forum chai r on people, cult ure an d wellbei ng

T he resul t s of our e mploye e eng agem ent sur vey and re gular p ulses share d in var ious O pC os and O pC o - le d town hal ls

O ne -to - one me etin gs bet we en our E x Co a nd Op Co ma nagin g dire cto rs and ot her l eade rs to dis cuss e mploye e - relate d mat ter s

Re gular E x Co mar ket visi t s whe re lead ers i ntera ct w ith tea ms at all levels of t he bus iness

Interests and concerns

In ad dit ion to s tay ing s afe fro m Cov id - 19, our peo ple c ont inue to be primaril y interested in developing their care ers and broadening their skills.

Outcome and actions

We’ re wor king to c ont inue to at t rac t , deve lop, an d reta in a highl y skill ed , dive rse a nd enga ge d empl oyees . T o this e nd, w e’re focusin g on bui ldin g a supp or t ive an d agile c ultu re, ce ntre d on sim plic it y and acc ount abil it y – one t hat all ows us to qui ckl y resp ond to t he cha nging nee ds of our c usto mer s. This yea r , we c onti nued to l oo k af ter t he saf ety a nd wel lbein g of our peop le through awareness campaigns around Covid - 1 9 safet y and gen eral tn ess , fully paid medi cal cover, ou r employe e assista nce prog ramm e, fre e C ovid - 19 test ing an d on -sit e vacc inati ons . We also supp or te d employe es work ing remotel y with more exibi lit y to h elp the m balan ce ho me de mands and b usines s ne eds . Our late st b i- annua l empl oyee e ngag ement s ur vey a chieve d an 87% resp onse rat e, wi th an ove rall en gage ment s core o f 79%.

27 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Stakeholder engagement co ntinu ed

We also wor ked to enha nce c are er op por tunit ies an d lifel ong l earn ing thro ugh a ne w init iati ve cal led A fr ica M obi lit y, where emp loyee s can take on as signm ent s in ot her busi ness a reas and c ount ries to l ear n new sk ills , supp or t key i nit iative s and ad vanc e the ir car eer s. T his is in addi tio n to our c ri tic al ski lls tra ining in a reas like I T and dat a se cur it y and ou r lead ersh ip pro gramm es to pre pare p eop le for t he f uture of wor k. Dur ing the nanc ial year , over 20,0 0 0 course s were comp lete d on our digital training plat form. We’ re also wo rki ng to enhan ce val ues -l ed p er fo rman ce t hroug h creat ing use ful in cent ives (our pay-f or -p er forman ce ph iloso phy) based on improved appraisal analy tics and proc esses.

Our communities

Wit h operatio ns in 1 4 Afr ican count ries, we li ve and work closely w ith our co mmunities – doing al l we can to suppor t t heir needs and c reate positive change.

How we en gaged d uri ng the yea r

We heard fro m pe opl e in our c ommu niti es thr ough l et ters , em ails and tex t mes sag es abo ut t heir in div idual si tuati ons and c onc er ns. Gove rnm ent s and ot her o rganis atio ns made p ubli c appe als, as w ell as dire ct ap proa che s to our op erat ing c ompa nies , abo ut key c ommuni t y issues d uri ng the ye ar . We also c onne ct to p eo ple t hrou gh our comm unit y ini tiat ives , suc h as th e Air tel T o uchi ng Li ves pro gram me in Nig eria , wh ich re cei ved mo re tha n 70,0 0 0 requ es ts fo r supp or t in F Y ’ 22. Our C EO rep or ts on t he on goin g impa ct of C ovi d- 19 and ot her emer gen cies o n our co mmuni tie s at Bo ard me eti ngs. T he B oa rd also s t ays clo se to emp loye e -re lated is sues t hrou gh: T he B oa rd also regularly reviews our for mal programme of community init iatives.

Interests and concerns

In F Y ’ 22, our co mmuni ties c ont inue d to fac e heal th an d eco nom ic chall eng es linke d to Cov id - 19. More pe opl e were t hrown i nto pove r t y , and a lac k of basic h ealt hc are le d to more h ealt h issue s beyo nd th e impa ct of C ovid - 19.

# Outcome and actions

We worked w it h gover nme nt s acros s Afr ic a to trans fo rm t he live s of som e of the m ost v ulne rab le pe opl e on t he co ntin ent by :

• creating education al oppor tunities, especially for less pr ivileged children
• sup por ting p eo ple i n time s of nee d and e merg enc y
• br idg ing the digit al divid e through nan cial inclusi on and other initi ative s

Our O pC os wor ked w it h gover nmen ts to c ont inue to h elp comm unit ies d eal wi th th e ong oing im pac t of Cov id - 19. In Nige ria , we also inves te d in ref urb ishing a w ard at th e Lag os Uni vers it y T e achi ng Hosp it al to o er more treatme nt for C ovi d- 19 and othe r infect ious disea ses. We also focus ed o n improv ing ac ces s to onli ne ed uca tion al reso urces , par t icu larl y for le ss pr iv ile ged c hildr en in mo re remote l oc atio ns. I n Novem ber 202 1, we l aunc hed a ve- year , $57 m par t ner ship wit h the Uni ted Nat ions C hildre n’s Educat iona l Fund (U NI CEF ). Cover ing 13 of our markets, this par tn ership will champion digital e ducation for Afr ic an chil dren t hrou gh onli ne plat fo rms , co nne ct ivi ty a nd ac cess to quali ty d igit al le arni ng. S even of ou r 13 OpC os have alread y be gun initiatives through this par tn ership, targeting more than 350,0 0 0 children in 280 schools. We suppo r ted o ur co mmuni ties t hrou gh a hos t of ot her in itiat ives , including a cyb er - awareness campaign in Gabon , a crime prevention par tner ship with the poli ce in Zambia, and a par tner ship with the World F oo d Progr amme ( WF P) using mobil e mon ey to prov ide c ash to pe opl e displa ced b y terro rism i n the n or t heas t and n or t hwes t of Nige ria. For m ore d et ails a bou t ou r com muni t y sup po r t , se e p a g e s 5 9 - 61

Par tner s and suppliers

W e wor k wit h more than 2,400 supplier s across Africa , including mobile brands, IT companies and telecoms infr astr ucture p roviders – wi th th e top 1 00 supp liers acco unting for just over 88% of our procurement.

How we en gaged d uri ng the yea r

We conti nue d to engag e wit h our to p supp lier s dur ing t he year at b oth Gro up and O pC o leve ls. T he B oar d rece ives re gular i nfor matio n fro m the se enga gem ent s thr ough t he C EO’s repo r t . Du rin g the yea r , our CFO a lso pre sente d a disc ussion p ape r cover ing p aymen t terms , paym ent prac tic es and vendor liabili tie s. The chie f supply chain oce r also at ten ded t he B oard m eet ings o n tw o occ asio ns to provi de a functional report which included f e edback on ou r rel ationsh ips with supp lier s. T he B oar d’s respo nse was t hen re layed to t he busin ess an d lead ers at t he C EO’s regu lar E xC o and busi ness re vie w meet ings . Wi th so cial dis t anci ng s till i n plac e dur ing th e year , w e met sup plie rs through a combination of online meet ings and face- to- face inter act ions , wh en it w as safe to do s o. Th e relo cat ion to D uba i of our key so urcin g team has all owe d us to hold m ore me et ings on th e grou nd a nd impr ove enga geme nt leve ls. We met w ith o ur majo r supp lier s at leas t on ce eac h quar ter , and a t major c onvent ions , including MWC Barcelo na and Africa Com. These me etings included gover nance meetings , commercial meetings and , whe re nec ess ar y, grievan ce me eti ngs. O ur O pC o teams cont inue d to disc uss op erat iona l mat ters w it h supp lier s at cou ntr y level , and o ur par tner s tell us t hat th ey valu e the p roac ti ve app roac h we take in r esol vin g issues . Many of ou r par t ner s were , like us , par t of p rovi ding es sent ial se r vi ces to comm unit ies – an d we are gra teful to p ar t ner s on th e grou nd suc h as fue l supp lier s and mai ntenan ce wor ker s for hel ping us ke ep our net wor ks r unn ing and s er v ing cus tom ers .

Interests and concerns

We have a stro ng tr ack re co rd of par tner ship a nd many par tne rs se ek us out to d iscuss w in -w in sol uti ons . Par t ner s and sup plie rs als o prov ide infor mati on on t he lates t de velo pmen ts a nd supp or t us wit h the ado ptio n of new te chn olo gies , and w e discus s sale s and pro jec t pl ans, bids an d prop osals , and p ayme nt s.

# Outcomes and actions

In No vembe r 202 1, we c onc lude d an ag reem ent wi th n ew par tner Cisco f or up gradi ng our C all C ent re T e ch nolo gy Pla tfo rm (CCT ). We have be en using o ur CC T plat for m fro m an alte rnat ive ven dor fo r th e pas t ve ye ars and the new par tne rsh ip with Cisco provi des Air te l Afr ic a wit h the l ates t tec hnol ogy p lat for m lead ing to subs t antia lly enhanced cap ability and features. The rollo ut is in progress. As a r esult of t he lau nch of o ur sus taina bili ty s t rate gy in 202 1 a nd foll owing a n asses smen t of our cu rren t poli cies a nd pro ce dures , we w ill be aligning our supply chain sustainabilit y target s with expe ct ations we have fro m our to p 1 0 0 cur rent ve ndo rs in 2022 and beyo nd.# Strategic report

Regulators and governments

With mobile telecoms and financial services seen as essential services we continued to work closely with governments and regulators to build digital and financial inclusion.

How we engaged during the year

We work hard to influence and stay ahead of regulatory changes in the 14 different countries where we operate. Our Board continues to have a productive and open dialogue with regulatory bodies and policy makers and sets high standards of governance across our business. A special adviser to the chair and the Board provides advice to the management on political, legal and regulatory issues regarding our strategy in Africa. The Board has empowered the CEOs and chief regulatory officers of our operating companies 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.

In FY ’22, we continued to engage with governments to understand key policy considerations and the direction in which governments are driving their countries. Due to the ongoing pandemic and travel restrictions, much of our engagement with government and regulators was held online through video conferencing.

We engage in a variety of ways with regulatory stakeholders around potential changes to licencing frameworks, market and competition structures, new government policy initiatives and new laws affecting our business. Depending on the complexity of the issue and the level of the stakeholder, a matter might be dealt with by our regulatory affairs directors, or our Group chief regulatory officer working alongside a local team, or directly by our Group CEO or chair.

Interests and concerns

Governments and regulators continued to monitor the ongoing health and economic emergency, and to cooperate closely with industry in doing so. Across Africa, the focus has been on opening up society safely, removing government support when appropriate, and continuing to improve data security. We’ve seen Know Your Customer requirements enhanced across many of our markets. Governments also closely monitored telecoms providers to make sure the industry was able to meet changing demands related to new patterns of working.

Outcomes and actions

Governments across Africa continued to support our industry as the pandemic rolled on for another year. We held various discussions with regulators to release spectrum that had initially been allocated on a temporary basis more permanently to accommodate ongoing patterns of working from home. As lockdowns eased and businesses started to get back to normal, governments also allowed mobile financial service providers to once again charge transaction fees.

In some countries, governments began to raise taxes and remove tax rebates that businesses and employees had enjoyed in FY ’21. Regulators in some markets (Nigeria, Niger, Kenya, Tanzania, Uganda and Zambia) worked to improve security by enhancing Know Your Customer requirements – see page 23 for more. Telecom operators continued to enjoy recognition as essential service providers. This helped us keep our networks open and people and service providers connected. And it meant our employees could continue to maintain facilities, distribute SIM cards and Airtime, and serve our customers.

Engaging with our stakeholders

Our compliance management system

Over the last reporting year, we rolled out a new way of managing compliance to our 14 operating markets. This involves five steps:

1. Understanding and mapping the regulatory requirements in the specific country
2. Cascading relevant regulatory requirements to business units so they know what is expected of them from a compliance perspective
3. Auditing the level of adherence to compliance requirements – this is done by the regulatory function, internal audit and sometimes external auditors
4. Identifying gaps in meeting compliance requirements, analysing the cause and proposing remedial action
5. Implementing remedial measures and repeating the cycle

This process has helped our operating companies become more aware of the compliance requirements in their markets, leading to improved compliance overall.

Shareholder s

Through their investments, our shareholders enable us to deliver our strategy and create long-term value and ongoing business success.

How we engaged during the year

Our engagement with investors is led on a day-to-day basis by our investor relations team who maintain a two-way dialogue between the investment community and Group management, executives and the Board. We want to encourage shareholder participation by understanding and acting on shareholder feedback and by being clear and transparent when communicating with our shareholders. To this end, in FY ’22 we:

• Held interactive conference calls with analysts and shareholders on the day of our quarterly results announcements
• Held virtual investor roadshows after publishing our full year and half year results in May and October 2021, as well as ad hoc meetings and calls with both existing and prospective shareholders
• Attended online investor and industry conferences throughout the year to allow both existing and prospective shareholders opportunities to speak directly with our executive management
• Proactively engaged with the sell-side equity research community
• Through briefings to analysts and the press, encouraged shareholders to attend our hybrid AGM in June 2021 and to vote on resolutions
• Collected and reviewed feedback from shareholders on our engagement with them

The CEO provides monthly insight to the Board on all investor relations activities and associated feedback. Led by our deputy CFO and head of investor relations, this report includes a summary of shareholder and share price market activity and commentary on investor meetings, roadshows and equity research analyst coverage. The Board also receives regular updates direct from our brokers.

As set out in the remuneration report, our Remuneration Committee consults with shareholders each year on remuneration policy and, as part of this, the committee chair engages directly with shareholders and their representative bodies. For more information about our Remuneration Committee, see page 98

Interests and concerns

Understandably, investors continue to focus on our business financials. They expect to see sustainable profitable growth, free cash flow and dividends, and sustained high standards of governance at Airtel Africa. Many shareholders are interested in our outlook on trading and market demand, our guidance for FY ’23 and beyond, our approach towards addressing foreign currency risks and particularly our progress in improving our natural currency hedging by localising debt in our operating companies, and our repatriation of funds from the Op Cos to Group level. They are also interested in our other financial targets, our approach to capital allocation, and particularly our dividend policy.

In light of the increased interest in our approach to environmental, social and governance-related policies and matters, we have worked closely with shareholders to develop our sustainability strategy this year.

Outcomes and actions

With the insights provided in monthly Board updates, our directors are able to take major strategic and operational decisions with a good awareness of the views of our shareholders. In response to increasing demand from investors and other stakeholders, in 2021 we began to formally articulate how our strategy and business model align with environmental, social and governance best practices. This led to the publication of our detailed sustainability strategy in October 2021 and has informed our ESG agenda. We’ll publish our progress against this strategy in our first Sustainability Report later this year. For more information about our sustainability strategy, see pages 43 - 58

Transforming lives spotlight

Supporting our hospitals during Covid-19

In response to Covid-19, we’ve formed a partnership with one of the leading University Teaching Hospitals in Nigeria – The Lagos University Teaching Hospital (LUTH).# Strategic report

Our strategy

This year, with our support, LUTH successfully renovated and remodeled an entire 111-bed ward in its medical wing to improve access to quality and affordable health care in Nigeria – part of our commitment to helping our communities build back stronger in 2022. For more information on how we manage our risk related to COVID-19, see page 83.

Our ‘Win with’ strategy is underpinned by our sustainability strategy and delivers long-term value for all our stakeholders. We’re transforming lives across sub-Saharan Africa through products, services and programmes that foster financial inclusion, drive digitalisation and empower our 128.4 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.

Our ‘Win with’ strategy has six strategic pillars through which we aim to deliver sustainable, profitable growth. Underpinning each pillar are two constant themes that inform everything we do: digitalisation, and our commitment to contribute to sustainable development and responsible business through our sustainability strategy, which is described on pages 43-58.

Working with the governments and institutions of the countries in which we operate is a central element of our strategy. We aim to help them realise their goals for sustainable development by working to expand connectivity and mobile money services as parts of digitised, dynamic, and financially-inclusive economies, while ensuring our strict and continued compliance with local laws and regulations. We aim to act as a responsible business at all times. 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 also continue to support communities by working with local stakeholders on our longstanding commitment to improving digital education, improving health and supporting communities through disaster relief, as described on pages 59-62.

• Win with data
• Win with people
• Win with cost
• Win with distribution
• Transforming lives
• Win with network
• Win with mobile money

Accelerated by our commitment to Digitisation
Underpinned by our Sustainability strategy

Win with network

We aim to create a leading, modernised network that can provide the data capacity to meet rapidly growing demand and enhance connectivity and digitalisation in our markets. That means improving basic network uptime, quality and resilience as well as expanding our network footprint and our 4G capabilities.

Our progress in FY’22

Delivering best-in-class service and 4G networks in our markets remains a key focus, and 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 continued to invest in making our data network more resilient and expanding the potential of our 4G network, investing in data centres that can also provide revenue streams from third-party users, and evolving our fibre network to add additional fibre routes to our customers, strengthening the stability and continuity of our service. We continued to improve our fibre provision in metro, intercity, and international networks, including through cost-effective partnerships and co-investment programmes. Our investment in new and existing sites has enabled us to increase data speeds as well as coverage. In addition to our KPIs, below, we track our progress by measures that include rural population coverage: this year, that increased from 65% to 68%. We also measure the number of new sites in rural areas, a target that supports our sustainability strategy: this year we added almost 1,400 new sites in rural areas.

How we measure progress

We measure network through a number of KPIs, described on pages 17-19, including:

KPI

Progress in FY’22

Total sites and data capacity

We deployed more than 3,400 additional sites, reaching 28,797 sites in total as of 31 March 2022. During the year, we added 3,900 more sites to 3G (96.5% of sites on 3G), 5,800 more sites to 4G (87.6% of sites now on 4G) and added an incremental 10,000 km of fibre (64,500+ km of fibre as of 31 March 2022). Data capacity increased by 40.4% to 16,900+ terabytes (TB) per day, with peak hour data utilisation at 46%.

For information on how we manage risk, see pages 80-86.
For information about our sustainability, see pages 43-58.

Our approach includes:

• Focusing on rural coverage expansion through new site rollouts, recognising that access to a reliable service is the critical first step for providing previously underserved communities with the opportunity for digital and financial inclusion.
• Focusing on our network resilience and service continuity, and adding capacity through aggregation.
• Building and modernising our network through optimal end-to-end design, including spectrum additions.
• Expanding the reach of 4G coverage and building capacity through our 2G>3G>4G approach, and future-proofing through 5G compatibility.
• Delivering best-in-class voice service quality while improving network uptime.

Delivering best-in-class service: Uganda

Our ability to help transform customers’ lives depends on delivering fast, reliable and responsive services – and on leading the way in our markets. In March 2022, Airtel Uganda was recognised as Uganda’s fastest mobile network at the Mobile World Congress (MWC) in Barcelona, Spain, after speed tests carried out by Ookla, a global independent leader in mobile and broadband network intelligence, testing applications and related technologies. It is a vote of confidence in our services – and a reflection of the consistent investment we continue to make in our networks.

In Uganda, our 4G network is now country-wide and uses the latest 4G technology. We now have 4G mobile coverage of 90% of Uganda’s population. In Kampala, 79% of our sites are also connected to fibre. This high-quality service has helped make Uganda one of our best-performing markets – but we’re not stopping there. We’re already planning our 5G roadmap for Uganda, while continuing to roll out enhancements to our 4G network that will further improve our customers’ experience and open up more opportunities for the digital economy.

For our East Africa business review, see pages 64-65.

• 98.7% population coverage in Uganda
• 57% of our sites are in rural areas in Uganda

Our network strategy in action

“Eby’ empuliziganya byagonjodwa. We’ve never been so well connected.”
Nalweyiso Shabibah, Hairdresser, Nakasongora, Central Uganda

Win with distribution

We aim to build on our unique distribution network to increase our ability to reach and serve customers in all our markets. This year we updated the name of this pillar from ‘Win with customers’ to reflect the fact that 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 in FY’22

We have continued to expand our distribution network to get closer to customers, developing our infrastructure so that we could drive customer growth and retention, as reflected in the KPIs on pages 17-19. Fast, effective digital onboarding is also a continuing priority, bringing new customers to our service in ways that are 100% compliant with local Know Your Customer (KYC) requirements while being as efficient as possible – this year, for example, adapting to new requirements in Kenya and Rwanda.

In Nigeria, we are working as partners with the government to deliver its National Identity Number (NIN) programme, which makes collecting NINs a requirement for new and existing customers. Across every market, we have now developed an app for digital registration, and most onboarding processes are achieved in five minutes or less.

How we measure progress

We measure distribution through a number of KPIs, described on pages 17-19, including:

KPI	Progress in FY’22
Customer base and net adds	Our customer base grew 8.7% to 128.4 million as of 31 March 2022. Customer activating outlets grew by 21.0% to 251,000+. The overall growth reflects our continuous focus on investment in sales and distribution infrastructure in urban and rural markets, including our exclusive Airtel Money distribution channel of kiosks and branches.

Our enhanced distribution channel ensures availability of SIM cards, recharges and money float. Our underlying voice revenue grew by 15.4% in constant currency. For information on how we manage risk, see pages 80-86.

Our approach includes:
* Strengthening our distribution infrastructure to win more quality customers by increasing our depth and breadth, with a particular focus on rural areas.
* Enhancing customer experience through simplified digital customer onboarding processes, including the Know Your Customer (KYC) process.
* Broadening our offer to enhance usage and ARPU, while further refining our approach to distribution so we can focus faster and more responsively on the needs and issues of customers in smaller geographies, increasing our net customer reach.

Never more than 1 km away: getting closer to customers in DRC

Less than 26% of the population in Democratic Republic of the Congo (DRC) has access to traditional banking – so mobile money is essential to individual and country-wide financial inclusion and prosperity. But to get the most out of mobile money, the DRC customers need to be able to access it where they live – which is why we’ve set ourselves the goal of ensuring our distribution network serves everyone, and that no-one should have to travel more than 1 km to access Airtel Money. Our aim is to open a dedicated kiosk for every 2,500 people in the DRC, and create at least one Airtel Money branch (AMB) for every 10,000 people – a programme that will create 4,000 jobs in our network. We’ve invested in pre-fabricated, ready-to-install facilities for our distributors, who also have access to our customised systems for balancing their cash and float. The programme is working. In FY ’22 in the DRC our customer activating outlets have grown by 36%, and AMBs have increased by 67%. Our customer base increased by 20.7%. For more about our Francophone Africa business, see pages 66-67.

36% growth in customer activating outlets in the DRC
20.7% increase in total customers in the DRC

Our distribution strategy in action.

"Il est plus facile que jamais de contrôler mes finances." (It is easier than ever to control my finances.)
Bibi Sombola
Microentrepreneur, Kinsuka, Kinshasa (DRC)

Win with data

We aim to maximise the value of data-based services and increase data penetration in all our markets. That means encouraging smartphone ownership and increasing data usage at scale, while increasing access to the digital economy for customers in all our markets.

Our progress in FY ’22

Our success in achieving our ambitions for data is closely linked to our ability to extend and maintain fast, reliable networks, and to being close to our customers through distribution. Our network programme in Nigeria, for example, increased our data capacity by 40.5%, while we modernised our network in Niger and added 550+ sites in Kenya. Our performance is also linked to smartphone ownership, which again grew this year: 42.6% of our data customer base now has 4G devices, compared to 36.4% last year. Being the leading 4G provider, and offering competitive, transparent data bundles, gives us a competitive advantage when it comes to new customer acquisitions. Airtel Kenya, for example, launched new ‘Bazu’ data bundles this year that offer customers more data and choice at no extra cost, complementing the roll out of a high-speed 4G network country wide. Our ability to provide capacity and excellent digital services also helps drive usage. The strong presence of our outlets and our marketing investment support this network advantage – this year we carried out smartphone offerings in 11 markets. As the KPIs below show, our customer base and data usage both grew in FY ’22. Our home broadband customer base grew by 54%, driving revenue from this segment up by 63%.

How we measure progress

We measure data through a number of KPIs, described on pages 17-19, including:

• Data customers, 4G data customers and penetration: Our data customer base increased by 15.2% to 46.7 million as of 31 March 2022, and now constitutes 36.4% of our total customer base.
• Total data usage: Our total data usage increased by 48.7% to 1,848 billion MB.
• Data usage per customer per month: Reached 3.4 GB, an increase of 31.0%.
• 4G data usage: Contributed 66.7% to total data usage.

For information on how we manage risk, see pages 80-86. For more information about our sustainability strategy, see pages 43-58.

Our approach includes:
* Leveraging our 4G network for data ARPU and revenue growth and using our technology to win and/or maintain market leadership.
* Smartphone offerings for all new handsets through well-priced, transparent bundles.
* Further developing our wireless home broadband business.
* Developing innovative products and data solutions for corporate and SME customers through Airtel Business.
* Continuing to focus on data security for our customers in line with our sustainability strategy.

Enabling the rapid growth in data use in Chad and Niger

There is no doubt about the demand for data in our markets – and our strategy aims to meet it by reaching more people with data services by enhancing our data capacity through network modernisation and expanding our 4G network, strengthening our unique distribution channels, and offering transparent, well-priced offers that customers love. Data growth in Chad and Niger show this strategy is delivering. Both countries are landlocked and contain geographically remote areas – but that does not prevent us expanding our distribution network and capacity to win more customers. In Niger, we increased our exclusive outlets by 61% and customer activating outlets by 48% this year, supported by an increase in total data capacity by 55% led by new fibre-sharing agreements to build network resilience. In Chad, continued investment in our network, data capacity more than doubled, and a 63% increase in our exclusive outlets alongside a choice of transparent data bundles delivered growth of 35% in customer numbers. In both countries, more people than ever are gaining access to digital opportunities – and data usage grew by 112% in Chad, and 61% in Niger. For more about our Francophone Africa business, see pages 66-67.

63% increase in our exclusive outlets in Chad
55% increase in total data capacity in Niger

Our data strategy in action.

"L'internet offre des opportunités!" (Data brings opportunity!)
Djamila M.
University student, Niamey, Niger

Win with mobile money

We aim to accelerate the digital ecosystem by rapidly enabling Airtel Money services in all our markets, harnessing the ability of a profitable mobile money business to enhance financial inclusion in some of the most ‘unbanked’ populations in the world.

Our progress in FY ’22

We have continued to execute our mobile money strategy, focusing on our distribution network and float availability, our technology, and our drive to increase Airtel Money’s acceptance as the currency of choice across the financial ecosystem on the path to becoming a ‘financial supermarket’. As the KPIs below show, these measures have widened our customer base and driven increased revenues. Our distribution reach continued to grow through our Airtel Money branches, which expanded by almost 60% in FY ’22, and kiosks, which increased by 40%. We also increased the number of multi-brand agents in our network by 41.7%. Our reach has also been increased by our use of technology as a key enabler for competitive advantage. We are creating design-driven digital journeys for customers that will underpin our ability to offer a full suite of financial services. Our Payment Service Bank (PSB) licence has been granted by the Central Bank of Nigeria in April 2022, and described on page 62.

How we measure progress

We measure mobile money progress through a number of KPIs, described on page 17-19, including:

• Airtel Money customer base and penetration: Our Airtel Money customer base grew by 20.7% to 26.2 million in FY ’22.
• Airtel Money transaction value and transaction value per customer: Our transaction value grew 37.0% to $64.4bn in FY ’22. Transaction value per customer grew 13.9% in constant currency.
• Airtel Money revenue and ARPU: Airtel Money revenue grew by 34.9% in constant currency in FY ’22. Airtel Money ARPU was $1.9, up by 12.2% in constant currency.# Strategic report 38

Airtel Africa plc Annual Report and Accounts 2022

Staying ahead in a competitive marketplace: Zambia

Few regions in the world have embraced the possibilities of mobile money as thoroughly as East Africa. It makes it a dynamic and exciting place to operate, where the sustainable development benefits of digitalisation are clear – while also being highly competitive, driving innovation and entrepreneurship in our teams. Zambia, our second-largest Airtel Money market after Uganda, is a great example of how we’re winning with mobile money. In FY’22 we continued to extend and broaden our distribution network in Zambia through the successful deployment of 391 ‘mini-AMBs’ – compact outlets that offer the services of an Airtel Money Branch and can be rolled out at scale. They get us closer to customers and include more people in the financial ecosystem – reflected this year by an increase of 99% in merchant payments, and of 54% in transaction value volumes. By growing even more visible and available, we’re winning more customers with our affordable products – this year in Zambia our customer base grew by 25.6%. For more details, see our East Africa business review on pages 64-65

20.7% mobile money customer base growth at the Group level
34.9% mobile money revenue growth in constant currency at the Group level

Our mobile money strategy in action

"Kutinachitafin tuina mobile money. I can do more with mobile money." - Florence Chipoma, Mini-AMB agent, Lusaka, Zambia

39

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our strategy continued

Win with cost

We aim to achieve an efficient operational model, leading to an effective cost structure and improved margins. This enables us to build large incremental capacity at low marginal cost.

Our progress in FY’22

Our cost model is focused on ensuring that we can provide substantial additional capacity at marginal additional cost. We do this through continued network design optimisations, constant focus on value in our inputs and our contracts, and volume optimisation. Increasingly we look for areas where we can share costs and increase our operational resilience while improving our offer to customers – for example, by exploring options to use multiple fibre routes into and out of landlocked countries through partnerships.

How we measure progress

We measure cost optimisation through:

• Our cost efficiency initiatives, which seek to optimise site operational and maintenance expenses, and bandwidth cost
• A detailed analysis of expenses with the aim of improving operating margins in individual markets
• Ensuring fail-safe network design with optimal cost structures, for example through multiple fibre routes and high-capacity IRUs
• Increasing availability of digital recharges and self-care services

Underlying EBITDA for FY’22 was $2,311m, up by 31.2% in constant currency. The growth in underlying EBITDA was led by revenue growth and supported by better controls on operating cost. Underlying EBITDA margin improved to 49.0%, an improvement of 296 basis points in constant currency. In FY’22 we added almost 10,000 km of new fibre which helped us increase data capacity at marginal cost.

For information on how we manage risk, see pages 80-86

40

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

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 in FY’22

Our focus over the year continued to be on three key areas: talent, capability and technology, underpinned by our work to reinforce the entrepreneurial culture and spirit of the organisation. In FY’22 we continued to recruit top talent and reduced our time to hire for key roles, while our internal development programmes resulted in 39% of our promotions into senior management / ExCo roles being appointed internally. We made further progress on gender diversity, reaching 26% women in our workforce. While there is clearly still more for us to do, this is high relative to our industry in our operating markets. We continued to reinforce our commitment to diversity through actions, including International Women’s Day. We continued to digitise our processes, including through our digital learning platforms, evolve our policies and procedures, including those relating to increased hybrid working. We also expanded the ways in which we engage with employees, including through a new programme through which employees engage with Human Resources on a monthly basis to put their questions and raise any issues. Our employee engagement survey continues to provide us with insight and feedback from our people. Further details of our engagement and programmes, including our employee assistance programme, are on page 27 in ‘Our stakeholders’ section.

How we measure progress

We measure our progress on people through a number of metrics, including:

• Diversity – by gender (26% women in our workforce, 28% women in ExCo at the OpCo level) and nationality (employees from 35 nationalities)
• Skills development – delivered key functional and leadership training through accelerated on-demand learning programmes, which in return improved productivity and overall performance
• Employee engagement – our latest bi-annual employee engagement survey achieved an 87% response rate, with an overall engagement score of 79%
• Voluntary attrition – the war on talent, especially on the digital front, has contributed to an increase in our voluntary attrition rate from 6.6% to 13%. We are putting measures in place to ensure we retain our top talent.

For information about how we manage risk, see pages 80-86
For information about our sustainability strategy, see pages 43-58

Accelerating our diverse pipeline of talent to meet current and future business needs

Improving coaching and functional skills through our digital learning platform, functional programmes and cognitive assessments

Digitising our people processes to improve the overall employee experience and make Airtel Africa an even more engaging place to work

Continually improving our processes and procedures and evolving our work environment to ensure we remain an attractive employer that recruits and retains the best

We will achieve this by:

41

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Imiti ikula empanga. Growing trees today become tomorrow’s forests.

Supporting STEM graduates, identifying talent: Zambia

There’s a worldwide shortage of highly-skilled technical recruits – as well as a global imbalance in the number of women in roles requiring STEM (science, technology, engineering and maths) expertise. At Airtel Zambia, our graduate programme is helping to address both issues – while working to ensure that we continue to attract and retain the best people to support our future growth. In FY’22 Airtel Zambia launched a graduate training programme designed to recruit and train technical specialists with degrees in STEM subjects, including Telecommunications, Electronic Engineering, Computer Science and Information Technology. In the 12-month programme, trainees work in functional and cross-functional roles and receive training in business, leadership, functional expertise and personal effectiveness, alongside mentoring from a designated personal coach. We developed the course and attracted applications by engaging with local universities, specifically encouraging women to apply – and the response was extraordinary. We had over 1,700 applications for the 14 places in our inaugural programme, of which half were secured by women. We’re delighted by the pilot programme – and will explore ways to expand it in the future.# Strategic Report

Our Sustainability Strategy

Sustainability is at the heart of everything we do. Our sustainability strategy, launched in October 2021, sets out ambitious targets and long-term goals to help us deliver on our promise of transforming lives. The strategy responds to the materiality assessment we carried out in 2021. It is supported by clear programmes and initiatives within a simple framework of four pillars, each of which is aligned to the United Nations’ Sustainable Development Goals (UN SDGs), and is designed to deliver real and positive impact.

In this Annual Report, we provide an interim, narrative update on our progress since the launch of our strategy, rather than full disclosure. We will publish our first full Sustainability Report later in 2022, detailing our performance and the progress we have made towards our targets and goals.

To succeed, our sustainability strategy must be embedded in all Board decisions and across our operations. Details of our sustainability governance structure can be found on page 99 of this report. Our Sustainability Committee continues to meet monthly to direct and monitor the progress of all the programmes in our strategy.

Letter from the CEO

The launch of our sustainability strategy in late 2021 was a significant step forward for Airtel Africa. Not only did it set out our ambitious goals to transform the lives of individuals, families, communities and businesses across Africa, it is transforming our business by putting sustainability at the heart of everything we do.

Today, our commitment to sustainability underpins all our corporate strategic pillars and it will continue to be a key consideration in every decision the Board and Executive Committee make. Our sustainability strategy is driving our investment in our people and our infrastructure. It is influencing the development of new products and services. It is informing the partnerships we establish. And, with every operating company, division and business function involved in the delivery of our sustainability strategy, it is transforming our culture and contributing to operational efficiency. Quite simply, it is fundamental to who we are and how we operate.

Our sustainability strategy is built around a strong framework that reflects our business and the impact we can have. The four pillars of our strategy – Our Business, Our People, Our Community, and Our Environment – set out a clear pathway for the business, providing us with focus, and enabling us to set long-term goals and establish detailed programmes to deliver them. This structure ensures we have absolute clarity around the contribution we can make to the United Nations’ Sustainable Development Goals (UN SDGs) and how we can help to address inequality and support economic growth across Africa. We have a clear pathway to ensure we deliver on our purpose and build our business on a foundation of sustainability.

Olusegun Ogunsanya
Chief Executive Officer

---

Pillar 1 – Our Business

Our ambition is to increase digital inclusion in Africa through the expansion and increased reliability of our network. This will provide the connectivity to contribute to the economic growth of individuals, families, communities and nations across the continent.

Pillar 2 – Our People

Our ongoing commitment is to provide rewarding employment opportunities and to achieve genuine diversity and inclusion at all levels across the business.

Since the launch of the strategy, I have been delighted to welcome Olubayo ‘Bayo’ Adekanmbi into the business as chief strategy, partnerships and sustainability officer. His appointment underlines our unwavering commitment to achieving our goals and ensuring sustainability remains at the heart of our corporate strategy.

Bayo is building a team to oversee and support the implementation of our sustainability programmes with a dedicated environmental and social lead already in place. We have pledged to be transparent throughout the delivery of our strategy. Publishing our goals and programmes and reporting regularly on our progress allows our stakeholders to track our performance and hold us to account. I look forward to sharing Airtel Africa’s first Sustainability Report before the end of 2022 and, prior to that, providing details of our specific decarbonisation pathway.

We have always been dedicated to our corporate purpose of transforming lives. Now, with long-term goals and credible programmes established, with every part of the business involved, and with a genuine commitment to protecting the environment, we have a clear pathway to ensure we deliver on our purpose and build our business on a foundation of sustainability.

Olusegun Ogunsanya
Chief Executive Officer

---

Message from the Board

I am pleased that Airtel Africa’s new sustainability strategy and long-term commitments have been received positively by the company’s stakeholders. Investors, regulators, suppliers and partners can now see how the Group plans to work with them for the many years that this strategy will drive the business. The transparency that has been built into the strategy means they can have complete trust in the journey that Airtel Africa has embarked upon and can track the company’s progress.

We all know that even the best laid plans sometimes need calibration along the way and that these can cause delays or force a rethink – I know that Airtel Africa will be open about any issue or challenge it encounters along the pathway to the goals it has set. This is important as it allows peers in Africa and the wider global telecoms industry to learn and to collaborate to address any problem that may arise.

The most critical stakeholders, however, are the people that make this business and the communities across Africa that it serves. With the Board of Airtel Africa absolutely focused on the delivery of this strategy, employees in every market can have complete confidence that the Group is working actively to build an ever-more inclusive and supportive working environment where everyone will have the opportunity to develop their potential and build flourishing careers. And I am determined to ensure that everyone of the individuals, families and communities the Group serves in 14 markets recognises the value Airtel Africa brings and can access the growing range of services that are designed, specifically, to transform their lives and futures.

In the six months since launch, there has been progress across all the goals that have been set. I am delighted that, through the expansion of Airtel Africa’s business across the continent, the Group has achieved a 2.1% increase in the number of people in both urban and rural areas that can access the network. This is key to driving digital inclusion and underpins all Airtel Africa’s work to increase children’s access to education. In addition, growth in the number of women using Airtel Money indicates that the company is making a contribution to female economic empowerment on the continent. I am pleased that diversity and inclusion has been embedded in every aspect of the business – including increased female representation at board level – and the appointment of environmental officers in each market is already improving the Group’s environmental performance.

Airtel Africa has taken the first steps on a long journey, and I am excited to see the impact of the developments it will be introducing over the coming months and years.

Annika Poutiainen
Independent Non-Executive Director and Airtel Africa’s Sustainability Champion

---

Pillar 3 – Our Community

Our ambition is to drive digital and financial inclusion and access to education for people and communities across Africa through the provision of data and mobile services underpinned by our network expansion. This is vital to the positive transformation of lives across Africa.

Pillar 4 – Our Environment

Our ambition is to address and minimise the impact of our operations on the environment. This is critical for the world we live in.# Strategic report

Sustainability strategy continued

This pillar of our strategy sets out the programmes we are introducing to ensure our services and the way we work meets our commitment to transforming lives. Our ambitions are to give our customers confidence that we are working towards implementing industry-leading data security, to increase digital inclusion in Africa through the expansion and increased reliability of our network, and to ensure our suppliers are aligned with our sustainability priorities. Achieving the three goals in this pillar will provide individuals, families, communities and nations across the continent with secure data and increased connectivity that will support economic growth. We have made good early progress on all our programmes. We are on target to deliver agains t our first milestones for our data security and service quality goals. We are also introducing key events for our main suppliers over the coming months to ensure they are completely aligned with our ambitions and to support delivery of all the key initiatives in our supplier management goal.

Our data security goal

Our goal is to establish industry-leading data security for our customers. We will achieve this through investment in technology and expertise, updated processes and consumer awareness, delivered through programmes with clear targets and timelines.

MATERIAL TOPIC: DATA SECURITY

Our progress

Data security is Airtel Africa’s priority material topic – this is highlighted in the risks section of this report on page 84. Over the six months to 31 March 2022, the business has made good initial progress against three of the targets we set out around confidentiality, integrity and availability. For our target of embedding the best tools and technologies, we have started developing the first stage of our security upgrade programme. We anticipate that this will be completed by June 2024 and will ensure we deliver on our milestone within this goal: the implementation of a complete security upgrade programme by 2025. In addition, we have started work on the introduction of a policy to ensure that all legacy security platforms which are not supported by suppliers are replaced by 2025. Over the last few months, we have begun a detailed process to identify all legacy security platforms and we expect to complete this work by August 2022. Once finalised, we are planning to establish a programme to replace all outdated security solutions by October 2022.

Another of our targets is the development of an industry-leading in-house team, and we are pleased to report progress with the appointment of a Group Chief Information Security Officer in January 2022 to ensure that data security is, and remains, our top business priority. Additional recruitment to build a strong and focused team is under way.

Finally, we have also set a target to build the resilience of our processes and, by 2030, establish a best-in-class recovery plan for our core network and IP services to be deployed during natural disasters. By 31 March 2022 we hit our target of implementing an approved Network Recovery Plan and Disaster Recovery testing guidelines for core network and IP services in all our markets.

Our service quality goal

Our goal is to provide underserved communities with access to reliable network and connectivity across our 14 markets. Providing network accessibility to rural areas is key to building digital inclusion. We will achieve it through the rollout of new infrastructure sites and technology, and improved fibre connectivity and capacity delivered through programmes with clear targets and timelines.

Our progress

Our service quality goal is focused on three key areas – increasing accessibility to our network, improving customer experience through new offerings and technologies, and building the speed and reliability of our service – each of which is supported by specific targets. Delivering on these targets allows us to provide millions more people in urban and rural areas across Africa with fast and reliable access to broadband. We have made progress against all three of these key areas.

Our first target focuses on increasing the percentage of people who have access to our network, with the ultimate goal of achieving 88-90% penetration in each market by 2030. We will achieve this through the rollout of new 2G, 3G and 4G sites, increasing the number of people in each of our markets who can access our network.

Our progress in the past six months:

• 78.26% have access to 2G + 0.83%
• 72.23% have access to 3G + 0.96%
• 62.59% have access to 4G + 4.53%

Our second target includes a commitment to building an uninterrupted service and improving customers’ experience of using our network. Specifically, we are working towards exceeding regulatory KPIs and achieving a network availability rate of 99.99% by 2030. We are on track to achieve our milestones and our network availability stands at 99.52% as of March 2022.

In line with our third target, we are building the reliability and speed of our service for people across Africa through the rollout of fibre in our network. Not only will this provide customers with faster mobile connections but it also improves the resilience of our connectivity infrastructure. As of 31 March 2022, 15.7% of our sites and 55.4% of our data centres have fibre connectivity – this represents an increase of 1.4% and 0.6%, respectively, since the launch of our sustainability strategy.

Strategic report 46 Airtel Africa plc Annual Report and Accounts 2022

Our supply chain goal

Our goal is to ensure all our suppliers are aligned with our sustainability agenda. We will achieve this through programmes to increase supplier disclosure and audit their Environmental, Social and Governance (ESG) performance. This way we can monitor suppliers’ compliance with legal and regulatory requirements, respect for human and labour rights, and work to minimise their environmental impacts.

MATERIAL TOPIC: SUPPLY CHAIN

Our progress

We understand we have a responsibility to drive improvement across our entire value chain. We have set a supply chain management goal which will build on the standards and disclosure we expect of all our suppliers and will introduce a process of regular monitoring. The goal we have set is structured around two focus areas:

1. Enhanced due diligence which will increase the level of disclosure we expect of suppliers during the onboarding process, and
2. Improved ongoing monitoring of suppliers’ ESG compliance, policies and controls through the full term of suppliers’ contracts.

We have specific targets to support both of these focus areas and have made good progress in the six months to 31 March 2022. To ensure enhanced due diligence for new suppliers, we are in the process of developing a detailed questionnaire to be completed by any company applying for a contract with Airtel Africa. In addition to covering standard ESG requirements, it will also include specific questions relating to the areas that we have identified as material topics. We will test this questionnaire before we introduce it during 2022.

We have also made progress against our targets to improve our ongoing ESG monitoring of existing suppliers. In 2022 we will be holding an event for our top 100 current vendors (who represent approximately 90% of all our purchase spend) to present our entire sustainability strategy and explain exactly what we expect of them in line with our supply chain goal. We will be asking all these existing vendors to complete our new questionnaire to ensure we have the same level of detail on both new and more established supplier relationships.

In addition, and in line with our targets, on 31 March 2022 Airtel Africa joined the Joint Alliance for CSR (JAC). JAC verifies and assesses CSR implementation across the leading suppliers to the ICT industry. JAC members collaborate to ensure best practice in the shared supply chain and this collaboration has significantly increased the number of audits and corrective programmes that have been implemented, driving improved standards across the supply chain. We will implement a periodic audit process for vendors to monitor compliance with ESG criteria by 2023.

Service quality in action

Maintaining our services when they’re needed most: Malawi

One of the most important ways we can serve our customers is by keeping our networks available, especially in hard times. In Malawi in early 2022, tropical storms, cyclones and heavy flooding led to a tragically high number of deaths, as well as destruction and disruption that affected nearly a million people.Power lines and roads were destroyed, bridges washed away, and power stations were put out of action. The extreme weather had an impact on our operations, too, with equipment damaged, vehicles lost, and travel made highly challenging – and initially, we had outages at 15% of our sites. Our Malawi teams took immediate action to restore our network, despite the ongoing conditions. On the day following the worst event, Tropical Storm Ana in January, they put a plan in place to make sure expert teams and fuel could reach our sites and keep the network running for our customers. Within five days, our teams restored 97% of our affected sites – meaning that families could keep in contact, government agencies and NGOs could coordinate on the ground, and Airtel Money customers could receive financial support from their families. It is a clear example of the resourcefulness and determination of our teams – and of our commitment to service quality. Our programmes are set out to ensure our services and the way we work meet our commitment to transforming lives.

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our sustainability strategy continued

Pillar 2 – Our people

Our ongoing commitment is to provide rewarding employment opportunities and to achieve genuine diversity and inclusion at all levels across the business. This goes to the core of who we are.

SDG alignment

We have made encouraging progress against our commitments. Over the six months to 31 March 2022, we have updated policies and introduced new measures to improve gender diversity in our candidate pool, supporting our wider initiatives to achieve a diverse and inclusive workforce. We have launched development programmes with a specific focus on driving functional expertise, leadership skills, and supporting female university students on their transition to the workforce. We continue to focus on creating a healthy and safe working environment.

Diverse and inclusive workforce

Our commitment is to continue creating a diverse and inclusive workforce – with specific goals of increasing the total percentage of female employees from 28% in September 2021 to 30% in 2025, and female senior executives from 25% in September 2021 to 30% in 2025. We will achieve this through recruitment, development programmes, and enhancing our work environment. We are proud to be an equal opportunity employer and remain fully committed to diversity and inclusion in our workplace. We have made good progress on our goals, building on our longest standing commitment to diversity and inclusion, which is embedded in our values. Our maternity and parental leave policy and our health and safety policy have both been refreshed and will be rolled out across the business in the coming months. We have strengthened gender diversity within our workforce, as reflected in the increase in female hires and internal promotions. The proportion of female employees in senior management who were promoted in the last six months was 23.1% as compared to 20% in the first half of the year. We are also committed to welcoming people from a diverse range of communities and nationalities into the business. Our workforce is made up of employees from 35 different nationalities. Finally, we are making progress towards achieving the FTSE Women Leaders Review target of 40% female representation on the Board. With the appointment of Tsega Gebreyes to the Board in October 2021, we have 31% female representation at Board level and are working towards 40% by 2025. Currently, female representation at the ExCo level (including OpCos) stands at 28% and we are committed to building on this in the future.

Training and development

Our commitment is to continue to provide all our permanent employees with access to functional and leadership programmes. Ongoing coaching and mentoring programmes aim to facilitate growth and career enhancement. We are working with our external partners to ensure they support us in developing the next generation of talent. As part of this, we have started to roll out coaching and mentoring programmes designed specifically to support female graduates and post-graduates into the workplace and to nurture the skills that will allow them to develop rewarding careers. We are supporting this with internship programmes for female graduates which we are currently implementing in Zambia, Republic of the Congo and Niger. In addition, we are setting up ‘leadership potential’ programmes for employees offering dedicated training and counsel to those who have the ability and ambition to take their careers to management level.

Healthy and safe work environment

Our commitment is to maintain a healthy and safe work environment. We are committed to providing the highest standards of health and safety for our employees. We will achieve this through the introduction of a best practice social, health and safety management system, improved policies and full compliance with all local legislation and regulation. Our Health and Safety Committee now reports to the Sustainability Committee as well as the Executive Committee (ExCo). This means that health and safety is now addressed as a key component in the delivery of our commitments to our people as well as a critical business and commercial consideration. Supporting this, a new and enhanced Group health and safety policy has been developed and will be launched shortly. This will formalise our approach to setting, monitoring and maintaining robust standards.

Employee engagement

Our commitment is to engage with and listen to our employees. Our people are at the heart of our business success, and we aim to make Airtel Africa a great place to work for our 3,700+ full-time permanent employees. We have always enjoyed a good level of employee engagement and we will not take this for granted, as we are committed to strengthening and building on it. In addition to regular communications, presentations and market visits by members of the ExCo, including quarterly CEO-led townhalls in English and French, we run engagement surveys every two years which provide all our people with the opportunity to share their views. Our previous year’s employee engagement survey achieved an 87% response rate, with an overall engagement score of 79% – we aim to improve further in the upcoming survey. We will continue to listen to our people through management’s daily interactions with teams, our monthly managing director town halls, our quarterly CEO town halls and ‘skip level’ meetings with senior managers. We are committed to strengthening and building on our good level of employee engagement in the future.

This year’s International Women’s Day (IWD) campaign invited people everywhere to imagine a gender equal world, free of bias, stereotypes, and discrimination – chiming with our own ambition to create an organisation where people are included and engaged. So, on 8 March 2022, we celebrated diversity and inclusion across Airtel Africa by affirming and supporting the #IWD2022 theme #BreakTheBias.

Diversity and inclusion spotlight

Celebrating International Women’s Day: #BreakTheBias

Pillar 3 – Our community

Our ambition is to drive digital and financial inclusion and access to education for people and communities across Africa through the provision of data and mobile services underpinned by our network expansion. This is vital to the positive transformation of lives across Africa.

SDG alignment

Our sustainability strategy continued. Since we launched our sustainability strategy, we have made progress on all our targets, including reaching more people by rolling out new sites and service centres, serving more customers in rural areas, and expanding our data capacity. At the same time, our landmark partnership on digital inclusion with UNICEF has taken a significant step forward: all our relevant markets are now involved in the creation of national rollout programmes, and these have been combined into an overarching continental implementation plan which will guide our work with UNICEF over the coming years.

Our digital inclusion goal

Our goal is to significantly improve digital inclusion across Africa. We will do this by increasing our retail and support services which will drive penetration in mobile telephony, smartphones and home broadband in rural areas. This is key to addressing the digital divide.# MA TERIAL TOPIC: DIG IT AL INCL USION

Our p rogress We have thre e speci c targ et s to sup po r t our goal to in crease digi tal incl usion: t he de velop ment o f new ret ail an d supp or t c ent res in r ural areas; i ncreasi ng th e numb er of pe opl e who c an ac ces s our di git al ser vice s; and p romot ing c onveni ent pay ment s olu tio ns for all o ur cus tome rs . In th e six mo nths to 31 March 2022, we have made prog ress ag ains t all of th ese t arge ts . Key to ou r rst targ et is t he increas e of th e number of people in rural areas who can access our network from 67 .1 % i n Septe mbe r 202 1 to 80 % by 202 5. Si nce t he laun ch of ou r sust aina bili ty s t rateg y , w e have impro ved ou r cover age to 68 .2% . A s a resul t of this ex pansi on, we have grow n our cus tom er bas e in rur al areas to 63 .3 m illio n, an improve ment of 6 . 7 % . This p rogre ss op ens real o ppo r tun iti es for pe opl e today an d tomor row – f rom ac ces sing on line e duc ati on to futu re employ ment . Alo ngsid e this ne two rk ex pansio n, i n the las t six m ont hs, we h ave incr eased t he num ber of re tail to uch poin ts b y 1 1.7% to 2.2 milli on as of 3 1 Ma rch 2022 – ensurin g that p eop le als o have the re tail a nd supp or t faci lit ies th ey ne ed to p urchas e devi ces an d acc ess su ppo r t . T his expans ion of ou r retai l net wor k also b uilds e mplo ymen t opp or tu nit ies for anyo ne – rega rdles s of gen der o r disab ilit y – wh o woul d like to ru n an Air tel Afr ic a fr anch ise or op en a ki osk se r vin g the ir lo cal c ommun it y . Our s eco nd t arget is to inc rease smartphone penetr ation from a basel ine of 33. 6% in Sep tembe r 202 1 to 45% by 202 5 t hroug h collaborat ion with ori ginal equipment manufacturer s ( OEMs ) to devel op att rac ti ve data bundles for rs t-time buyer s . In t he six months to 3 1 Ma rch 2022, our prog ress has b een i n line w ith o ur exp ec ta tio ns, and we have e nhanc ed bu ndle d pro duc t s in all o ur mar kets , in creasin g smar t pho ne pe net rati on to 34. 2%. A n exam ple of t his is our sp ec ial ‘L earn f rom ho me’ bu ndle s whic h we laun che d in Malaw i and U ganda for lea rne rs to ac ces s edu cat iona l resou rces . Th ese p rodu ct s are 50 - 60% cheaper t han standard bundles available in the market. Our t hird t arget f or dr ivin g digi tal i nclusi on is th e development of ser vices to make it eas y for c us tomer s to top up t heir b alanc e at any tim e and f rom any l oc atio n, me asured by a n incr ease in dig it al rec harges f rom 39. 7 % in Se ptemb er 202 1 to 60 % in 202 5. We are creat ing dig it al com munit ies t hat ensure o ur se r vi ces are a lways availab le to cus tom ers by ro llin g out ap ps tha t allow c usto mer s to buy a ddit ion al tal k time a t the to uch of a b ut ton . This eas e of acc ess to top ups is c rit ic al for m eet ing th e ne eds of p eop le ac ross Af ri ca an d, in par ticu lar , t hose i n rur al lo cat ions . We expe ct to s ee t he numb er of digi tal re char ges in crease i n the c omin g mont hs as a resul t of this activity.

MA TERIAL TOPIC: FINANCIAL INCLUSION

Our p rogress Fina ncial i nclusi on is a key dr iver i n pover ty al levia tio n and a cr it ica l goal of o ur sus tai nabili t y st rate gy. Our wor k is base d aroun d thre e focus a reas:
* t he a ordabi lit y of p rodu ct s and ser v ices desig ned to meet the n ee ds of the u n- a nd und er -b anked
* ensurin g our se r vi ces are a cce ssib le whe rever p eo ple are
* building awareness and knowledg e among our cus tomers.

We have set targ et s to ensure w e deli ver and m oni tor our p rogre ss agains t eac h of th ese fo cus areas . Sinc e th e launc h of our sus t ainabi lit y st rate gy in O cto ber 2021, we have made s tron g pro gress ag ains t som e of thes e tar get s we have se t in this g oal . As a r esult of t his exp ansion , our to tal mo bil e mone y cus tome r base acros s all mar ket s has grow n by 20. 7% in t his ti me, an d tra nsac tio n value has g rown by 37 . 0% , i ndic ati ng that o ur cus tome r base is be comi ng more nanciall y acti ve. We have increas ed th e numb er of wom en wh o have be com e Air tel Mon ey custom er s and a re using o ur ser vi ces . We wil l provide spe ci c det ails in o ur  rst Susta inabil ity Repor t later in 2 022. Fina lly, in Uganda , we have laun che d a savi ngs pro duc t to ad vanc e nanc ial inclusi on – i t will be r olle d out in ot her market s over the cour se of 2022. We are commit ed to de signin g more s avings p rodu ct s targ eted spe ci c ally at women in t he comin g months . Financial inclusion of women is pa r ticular ly impor t ant for gender equalit y and women’ s economic empowerment.

Strategic report 50

Ai r t el A fr ic a p lc A nn ual R ep or t and A cc ou nt s 2022

Adopt a school spotlight

‘ Adopt a s c hool’ in Gombe State, Ni geria Supp or t ing s cho ols in n ee d is an esse ntial p ar t of o ur sust aina bili ty s t rateg y – whe the r that ’s throu gh dat a, conn ec ti vit y, or improve ment s to th e sch ool ’s build ings an d teachi ng env ironm ent . In N iger ia , we’ve ad opted 7 s cho ols across the countr y, providing refurbishment, ins talling drinking water an d sani tat ion fa cili tie s whe re the y’re ne ed ed , and he lpin g teachers and stu dents throu gh training and educat ional resou rces . T he imp act c an b e trans fo rmat ional – of ten mean ing chil dren have acc ess to bo oks for the rs t time. This yea r we ex tend ed th e pro gramm e to inc lude t he Gove rnm ent Day Nu rse r y and P rima r y Sc hoo l Pant ami, i n Go mbe St ate, wh ich s er ves 7 ,11 7 nurse r y and p rima r y sc hoo l stu den ts . It b rin gs us clos er to t he co mmuni ties w e share wi th our cus tom ers – a nd und er pins our g oal of su ppo r ti ng ac cess to edu cat ion , ever y wher e we ope rate.

Our access to education goal

Our g oal is to tr ans form t he li ves of over one mi llio n chil dren t hroug h educ ati on by 202 7 . We will achieve this through programmes and par t nerships to connec t sch ools to t he inte rne t , provi de ac ces s to quali ty l earn ing co ntent an d supp or t t he sc hoo ls tha t a re mos t in ne ed .

MA TERIAL TOPIC: ED UC A T IO N AND DI G ITAL LIT ER ACY

This g oal is ce ntr al to Air tel Afr ic a’s corp orate p urp ose an d phil osop hy . We know that e du cat ion is th e key to unlo ck ing pote ntia l and bui ldin g bet ter l ives , bet te r fut ures and b et ter e con omic p rosp ec t s, a nd in our sustainabilit y st rategy we detail how we will achieve this through three key programmes:

1. Our lan dmar k par t ner ship w it h UNI CEF
   We are delig hted to b e wor king in c olla bor atio n wi th UN I CEF to de live r prog ramm es that w ill have a p osit ive imp act o n indi vid uals and t heir wid er co mmuni ties . We beli eve that e duc at ion is a r ight for a ll chil dren , and we w ill lo ok for e ver y o ppo r tuni t y to advo cate fo r this as o ur par t ner ship cont inu es. We have agre ed a  ve -yea r par tne rshi p with UN IC EF that w ill dr ive ac ces s to edu cat ion in 13 of our 1 4 ma rket s . We signed t he ag reem ent on 27 Oc tob er 202 1 a nd, w it h UN IC EF , have devel op ed a de tail ed p lan to roll o ut t he par tner ship p rogr amme . The par tn ership is based around three pillars:
   • advoc acy and championing digi tal educ ation for children
   • the provis ion of accessible learning platforms
   • co nne ct ing s cho ols to th e inter net to e nable d igit al lea rnin g.

In th e six mo nths sin ce t he par tner ship a gree ment w as signe d, ea ch of our mar ket s has be en invo lved i n ‘co - crea tio n’ work sh ops wi th UN IC EF to d ene how they can suppo r t the thre e acti vit ies , and the wor k requ ired . Th e market s t hen d evelo pe d det aile d cou ntr y p lans . The se have b ee n assesse d and ren ed and have b een brou ght toge the r to create a ph ased c ont inent al imp lem ent atio n plan .

1. Conn ec tin g 1,400 sc hool s to the i ntern et by 202 7
   In ad dit ion to ou r wor k wit h UN IC EF , we co ntin ue our w ork w it h a rang e of par tner s to prov ide t he inf ras tr uc ture and e qui pmen t nec ess ar y to co nne ct a n addi tio nal 1,40 0 s cho ols to th e inter net . Det aile d pla ns have be en create d in ou r coun tr ies of op erat ion a nd prog ress is on t rac k . Th e numbe r of sch oo ls we have con nec te d to the inter net will be repor ted in o ur Sust ainabi lit y Repor t later t his year .

2. Adopt ing an d suppo r t ing sch ools i n ever y ma rket to bri ng th em up to nat ional s t andard s
   We have exten de d our exis t ing pro gram me of sc hoo l ado ptio n and wi ll repo r t on the number of ado pted scho ols in our S ust ainab ilit y Repo r t later t his year .

Education i s the ke y to transformin g the future of Africa’ s c hildren. And access to da t a and information is key to education in some of the remotest communities on the planet . That is why our educa tion-focused work on the ground in e ach of our marke t s and through our par tnership wi th UNICEF is so vital.# Olubayo Adekanmbi
Chief Strategy, Partnerships and Sustainability Officer

51

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our sustainability strategy continued

Our partnership with UNICEF

We are delighted we have signed and committed to a five-year partnership with UNICEF that will fundamentally transform access to quality education – and therefore life opportunities – for thousands of children across 13 of our 14 markets to 2027. We are committing $57m financial and in-kind contribution to UNICEF’s ‘Reimagine Education’ initiative over the five years to accelerate digital learning, a first for the African private sector.

In the six months since the launch of our sustainability strategy, we have been working hard on identifying the needs of more than 200 selected schools across the 13 markets. We have developed a continental rollout plan in collaboration with UNICEF focused on the needs of each of the markets and aligned with their national curricula and their readiness to engage with digital learning programmes.

Work has started on all three pillars of the partnership, and we are on track to hit our Year One target of providing 200,000 children with access to digital learning solutions through connecting schools and multi-media centres to the internet and by providing zero-rated content to students like Abubakar, pictured.

“Education is the right of every child. It should be free and fair, with equal access for girls and boys.”
Article 28, Convention on the Rights of the Child, 1989

Access to education in action

This partnership reflects our purpose of transforming lives as we seek to invest in children – the future of the continent – as well as offer them access to quality educational content.

Olusegun Ogunsanya
Chief Executive Officer

Strategic report

52

Airtel Africa plc Annual Report and Accounts 2022

Championing digital education

Our progress

Our stated target is to advocate for ambitious policies and frameworks to ensure children’s rights to education and to promote the tools and platforms to keep them safe online, a key part of our work with UNICEF.

In December 2021, our CEO, Segun Ogunsanya, spoke at the ReWired Summit in Dubai, a three-day event that brought together the most influential global stakeholders in education. The summit was focused on the need for the global community of policymakers, investors and educators to explore new approaches to tackling education challenges, particularly in developing regions.

He also spoke at UNICEF’s first ever Global Forum for Children and Youth, which brought together leaders from the United Nations, government, business, philanthropy and civil society. The forum focused on the acceleration of new solutions to create change and mobilise resources to advance child rights to meet the Sustainable Development Goals by 2030.

At the same time, our OpCOs in Gabon, the Democratic Republic of the Congo and Nigeria took the opportunity to announce the partnership at national level and bring stakeholders to the table to discuss the needs of children and advance the right to education.

To further our advocacy, we have identified key global and Africa-focused events for our leadership to attend and, as part of every country plan, we have developed an extensive programme of engagement with national political and funding stakeholders. In addition to the advocacy work already under way, we have a number of local partnerships with UNICEF in place which support and supplement the five-year Group-level partnership. These include a national programme in Kenya focused on online safety for children.

Accessible digital educational content

Our progress

Our partnership with UNICEF is also focused on providing learners with access to digital educational content free of charge. As part of the UNICEF-led 'co-creation' workshops, each of our markets developed a detailed road map for the rollout of zero-rated content and identified government-supported digital platforms.

By 31 March 2022, 15 suitable platforms across seven of our markets – Kenya, Madagascar, Malawi, Nigeria, Rwanda, Tanzania and Uganda – had been identified and approved.

Also in March, the Government of Nigeria, UNICEF, Airtel Nigeria and other partners launched the Nigeria Learning Passport (NLP), an online, mobile and soon-to-be offline learning platform that will provide continuous education to three million learners in 2022 alone, and a total of 12 million by 2025*.

The provision of free digital content in these markets began in May 2022. We will work to accelerate the launch of government-supported platforms in other markets, or advocate their development where they do not yet exist.

Connecting schools for digital learning

Our progress

UNICEF’s ‘GIGA’ initiative aims to connect every school to the internet by 2050. Through the partnership, we are supporting this ambitious goal in 13 African markets. We have agreed a phased approach to delivering school connectivity and have identified nine countries for the first phase of the rollout: Democratic Republic of the Congo, Republic of the Congo, Gabon, Kenya, Malawi, Niger, Nigeria, Tanzania and Uganda.

As of 31 March 2022, detailed programmes for all nine countries were approved and will contribute to our Year One targets of bringing connectivity to over 250 primary and secondary schools and 30 youth centres. This will ensure that over 100,000 learners and 1,000 teachers will have access to Airtel Africa’s network.

We will work together to assess schools’ capacity and build capability among teachers as part of the programme. Over the course of our partnership with UNICEF, we will collaborate with other partners in our sector which share our values to support our work and further increase connectivity for learners across Africa.

• Source: https://african.business/2022/03/apo-newsfeed/12-million-nigerian-students-to-have-increased-access-to-education-through-new-learning-passport/

---

Three pillars of our partnership with UNICEF

Addressing the learning crisis in Africa is a priority for UNICEF. This partnership is the first of its kind. It builds on the expertise and footprint of our two organisations to reach marginalised children with digital learning opportunities. It also creates new approaches to scalable and sustainable results.

Rania Dagash
Deputy Regional Director, UNICEF – Eastern and Southern Africa

53

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our sustainability strategy continued

Pillar 4 – Our environment

Our ambition is to address and minimise the impact of our operations on the environment.

SDG alignment

Our greenhouse gas reduction goal

Our ultimate goal is to achieve net zero greenhouse gas (GHG) emissions ahead of 2050. To achieve this we must fully identify, measure and reduce our GHG emissions which can only be achieved in partnership with our peers and the wider industry.

MATERIAL TOPIC: CLIMATE CHANGE

Our progress

Recognising the impact of the climate crisis on Africa, we acknowledge the responsibility we have to limit our environmental impact. We are focused on reducing our direct carbon emissions and are investigating ways to optimise our operational energy efficiency.

We fully support the 2015 Paris Agreement to limit global temperature rises below 1.5° C, and the GSMA Task Force defining the emission reduction pathway for the telecoms industry.

In the six months from the launch of our sustainability strategy, we have been carrying out internal assessments, collecting data and working with the Carbon Trust, the leading global environmental consultancy, to evaluate our current Scope 1, 2 and 3 GHG emissions and establish a carbon accounting policy, which will guide our approach to carbon accounting and provide an overview of Scope 1, 2 and 3 emissions. It will allow us to accurately set our baseline emissions ahead of target-setting.

We have also carried out high-level analysis to identify carbon hotspots in our operations and functions, which will be focus points for our decarbonisation programme. This is essential foundation work for our ‘pathway to net zero’ strategy, which we will launch ahead of our first Sustainability Report, due to be published later in 2022.

Responsible use of energy

In the United Kingdom, our energy consumption is approx. 22,000 kWh. As the energy consumption of the UK-incorporated entities in the Group, excluding overseas subsidiaries, is less than 40,000 kWh the Company has relied on the exemption set out in paragraph 15(5) of Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008/410.# Our environmental stewardship goal
Our goal is to eliminate hazardous waste from our operations, significantly reduce our non-hazardous waste and minimise our water consumption. We will achieve this through programmes to replace damaging materials, expand recycling schemes and build employees’ awareness around protection of natural resources.

MATERIAL TOPIC: CIRCULAR ECONOMY

Our progress

Our environmental stewardship goal is supported by three specific targets:
* the elimination of hazardous waste from our operations by 2040
* the reduction in non-hazardous waste by 2025
* reduction in water consumption by 2030.

Between the launch of our sustainability strategy and 31 March 2022, our focus has been on the reduction of our non-hazardous waste through established internal processes. We have appointed environmental officers in all our 14 markets, typically existing facilities managers, so we embed responsible consumption into every aspect of our offices and draw on an existing network of expertise. In February, we provided training to all environmental officers and set targets around reduction, recycling and reusing in support of the circular economy. The training covered topics, including monitoring water consumption, reducing electricity usage and responsible disposal of waste.

In addition, our environmental officers regularly sign up to UN Global Compact’s circular economy training sessions where they learn about global best practice in monitoring standards so they can apply them to Airtel Africa’s facilities.

In line with our commitment, we have built on existing waste management initiatives in our markets and have consolidated them under a Group-wide initiative. We are working towards a robust improvement plan for recycling and will report the improvements in our first Sustainability Report later in 2022.

Reducing our paper and plastic waste through effective recycling is particularly important. Therefore, we have carried out an internal assessment to understand paper recycling facilities across all our premises and, where needed, we have begun buying new recycling bins.

Currently each market is developing a ‘Green plan’ which will commit them to initiatives to address the specific challenges they face. Once completed and approved, these plans will be incorporated into our Group-wide programmes to deliver our environmental goals.

TCFD disclosure

Airtel Africa is committed to transparency in our disclosure and reporting of all sustainability-related data. We’re also committed to analysing our climate-related risks and readiness and to working towards achieving the 11 disclosure recommendations of the Task Force for Climate-Related Financial Disclosure (TCFD). This is the very start of our sustainability journey. It’s the right time to assess our current performance and establish a programme to bring our disclosure to at least the level of our global telecoms peers.

• 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.

In the six months from the launch of our sustainability strategy to 31 March 2022, we appointed the Carbon Trust to undertake a thorough gap analysis. This assessed our current disclosure readiness and maturity against the TCFD’s four thematic areas – governance, strategy, risk management, and metrics and targets – as well as against the 11 underlying recommendations. This is part of a wider climate strategy project with the Carbon Trust to establish our carbon accounting policy, define a credible carbon reduction programme and, ultimately, deliver our long-term goal of carbon neutrality.

Strategic report
54
Airtel Africa plc
Annual Report and Accounts 2022

The Carbon Trust has completed the gap analysis based on a thorough review of publicly available information, scrutiny of internal documents and ongoing engagement with Airtel Africa to raise questions. It scored our current performance against TCFD’s 11 recommendations, using a five-level scoring system: Good Practice, High, Medium, Low, and No Disclosure. The resulting report shares key findings and gives us priority recommendations for actions and a detailed three-year roadmap to align our disclosure with the TCFD’s recommendations.

Our pathway to TCFD-aligned reporting

To match the industry uptake of the TCFD and comply with mandatory requirements, we will be enhancing our reporting as outlined below:

TCFD recommendations	Carbon Trust gap analysis	Airtel Africa response	Annual Report 2021/22	Annual Report 2022/23	Annual Report 2023/24
Governance
Describe the Board’s oversight of climate-related risks and opportunities	Current status and roadmap	Disclosures now describe CROs and the Board’s oversight and management’s role.	56
Describe the climate-related risks and opportunities the organisation has identified over the short-, medium-, and long-term	Process started to define short-, medium- and long-term time horizons and ensure these are aligned with our business, strategy, and financial planning.	Set CRO review as a recurring Board agenda item (via Sustainability and Audit and Risk Committee reports).	57
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2ºC or lower scenario	Undertake full assessment of the CROs to prioritise based on likelihood, time horizon, and magnitude of impact (including scenario analysis in this work).	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.		57
Strategy
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning	Partial	Disclosure now describes how the Board considers climate-related issues.
		Set CRO review as a recurring Board agenda item (via Sustainability and Audit and Risk Committee reports).
Risk management
Describe the organisation’s processes for identifying and assessing climate-related risks	Low	Disclose the process for identifying and assessing climate-related risk described.	58
Describe the organisation’s processes for managing climate-related risks	Low	Analysis of GHG emissions for Scope 1, 2 and 3, and pathway to net zero currently ongoing. Ensure ongoing integration of climate-related risk considerations into overall risk management activities.	58
Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management	No
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	No	Measure and disclose Scope 1, 2 and 3 emissions and set science-based reductions targets. Develop metrics and targets linked to specific CROs. 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.
Disclose Scope 1, 2 and, if appropriate, Scope 3 GHG emissions and the related risks	No	Disclose progress against science-based targets.
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets	No		55

Strategic report
Airtel Africa plc
Annual Report and Accounts 2022

Our sustainability strategy continued

Governance

Describe the Board’s oversight of climate-related risks and opportunities

The Board has overall responsibility for the management of Airtel Africa’s climate-related risks and opportunities (CROs). Our Board maintains this oversight through two of its committees – the Audit and Risk Committee and the Sustainability Committee. The Audit and Risk Committee oversees our risk management processes, including the assessment and mitigation of CROs. The Sustainability Committee, meets monthly and is responsible for implementing our sustainability strategy, including the climate response actions addressed within the environment pillar of the strategy. Our CEO currently chairs the Sustainability Committee and attends every Audit and Risk Committee meeting and those of the Executive Risk Committee (ERC).# Strategy: Risk and Opportunities

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 our climate actions are integrated into our operational business strategy. The two components of our strategy towards CROs are environmental stewardship and reduction in GHG emissions. In light of this two-pronged approach, our chief technology officer and chief supply chain officer jointly lead the ‘Our environment’ pillar of our sustainability strategy. Our materiality assessment shows that energy use from our 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 our strategy to bring energy-efficient initiatives into our core operational process. A significant percentage of our infrastructure sites (93%) is owned by tower companies (towercos) and we lease space from the towercos. Our chief supply chain officer leads our efforts to generate climate action from our towercos vendors to achieve energy efficiency and reduce GHG emissions. We have also appointed a chief strategy, partnerships and sustainability officer to lead our climate actions and ensure a seamless integration between our business strategy and climate response actions. The chief strategy, partnerships and sustainability officer is a member of the Group ExCo and reports to our CEO who chairs the Sustainability Committee.

Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term

Category	Risk type	Nature of impact	Planning horizon
Transition risks	Customer pressure	Revenue loss due to customers choosing more environmentally conscious brands	Medium (five years)
	New regulations	Regulations and attendant penalties or carbon taxes could adversely impact profitability	Medium
	Shareholder/stakeholder advocacy	Lack of a credible action on climate change could result in increased stakeholder advocacy negatively impacting our operations	Short (three years)
	Reputation	Damage to brand reputation arising from a perceived lack of action on climate initiatives	Short
Physical risks	Flooding attributed to rising sea level or an increase in rainfall	Increase in frequency and severity of flooding attributed to rising sea level and/or increases in rainfall could damage company infrastructure	Long (ten+ years)
	Extreme weather events, such as tropical storms, cyclones, typhoons	Increase in the frequency and severity of extreme weather events could result in damage to company infrastructure	Long
	Heat	Increase in extreme heat events and days could increase cooling requirements and costs and negatively affect company infrastructure	Long
	Business disruptions	Loss of revenue and productivity due to business disruptions attributed to climate-related physical events	Long
Opportunities	Enhanced market valuation	Improved ESG performance will have a positive effect on share price performance and investor perception	Short
	Access to capital	Increased access to and lower cost of sustainable financing options	Short
	Cost efficiency	Adopting energy efficient methods and cheaper environmentally friendly business processes will improve cost efficiencies	Medium
	Reputation	Improved company reputation will help us to attract and retain customers and employees	Medium

Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning

During the financial year, we revised our “Win with” strategy to embed sustainability as a key enabler of each of the strategic pillars. This reflects our ambition to deliver profitable growth in the long-term by integrating sustainability into the core of our business strategy (see pages 43-58). ‘Our environment’ pillar, encompassing climate risks and opportunities, is one of the four pillars of our recently published sustainability strategy. This highlights our focus on environmental stewardship and our ambition to achieve net zero within our operations. See pages 31-42 for more information about our strategy. This financial year we completed a climate risk assessment. This identifies both transition and physical risks which could affect our business in the short to long terms. We also considered each CRO within our business, strategy, and financial planning horizons. See table on page 57 for time horizons for each of the CROs. Our current impact assessment of CROs is qualitative. We haven’t yet completed a CRO impact quantification, scenario analysis or testing for strategy resilience. We plan to integrate this into our sustainability reporting as we adopt a systematic and structured approach for identifying, assessing, and monitoring CROs. Our risk assessment has already identified mitigation actions which are being integrated into our operational strategy. For example, in addressing transition risks in relation to stakeholder expectations, we’ve started work with the Carbon Trust to accurately capture and report all GHG emissions within our operations, including our supply chain. In parallel, Airtel Africa has joined industry initiatives, such the GSMA Climate Action Taskforce and the Carbon Disclosure Project to work with industry peers to find common solutions to address the climate crisis. We’ve started an industry-leading approach to meet the challenges of creating a credible carbon reduction plan without a viable industry-wide solution to diesel powered towers, and the reporting and accounting of emissions from leased towers. Our aim is to find and agree a common industry approach to ensure credible long-term decarbonisation plans and targets.

Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario

Following the Group’s risk assessment on its CROs in line with the TCFD’s recommendations, we have initiated a scenario analysis for the identified climate risks (physical and transition) and opportunities which we expect to report in the Annual Report 2022/23. The outcome of the scenario analysis exercise will improve the Group’s resilience and preparedness to address climate risks in a varying range of possible outcomes.

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 80 for details of our enterprise risk management framework. As climate change has been recognised by the Board as an emerging risk, this receives the ongoing attention of the ERC and the Audit and Risk Committee as part of our risk review process. We mitigate physical climate risks through our business continuity management processes, as well as the current initiatives to address transition risks detailed within the environment pillar of our sustainability strategy.# Description of the organisation’s processes for managing climate-related risks

The ERC assesses and mitigates climate-related risks, with oversight by the Board through the Audit and Risk Committee. Our Board’s Sustainability Committee also oversees the implementation of our sustainability strategy, including climate-related actions and programmes related to our environmental objectives. We have also appointed a chief strategy, partnerships and sustainability officer, a member of our executive management team, who is primarily responsible for the design and implementation of our climate response actions.

Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management

We have identified and assessed our climate-related risks based on likelihood and impact and are developing appropriate quantitative metrics for measuring and tracking the climate impact of our operations. Determining current baseline metrics will allow us to carry out scenario analysis to guide our climate action plan and monitor and report on ongoing processes. We intend to publish our pathway to net zero later this year, when we’ll provide data on our GHG emissions baseline, pathway to net zero and scenario analysis in line with the TCFD recommendations.

Airtel Africa plc has complied with the requirements of LR 9.8.6R by including climate-related financial disclosures consistent with the TCFD recommendations and recommended disclosures except for the following metrics and targets.

Metrics and targets

While we’re gathering data for our Scope 1, 2 and 3 GHG emissions, we’re not ready to disclose these and we haven’t yet developed decarbonisation targets. In due course, we will set science-based reduction targets for all emissions scopes. This work is already under way, and we’ll disclose our benchmark Scope 1, 2 and 3 emissions when we publish our pathway to net zero programme ahead of our first Sustainability Report later this year. We have established sustainability KPIs but haven’t yet developed specific metrics to monitor and manage CROs. Members of our ExCo are financially incentivised to reduce our company’s carbon footprint, and our incentive plan includes performance against achievement of our CROs as part of our broader sustainability strategy. We have started the process to disclose current and planned work streams for the next reporting cycle (Scope 1, 2 and 3 and SBTi).

We have made our first climate-related financial disclosures consistent with the TCFD recommendations in compliance with the requirements of LR 9.8.6R. Our sustainability strategy continued

Strategic report 58

Airtel Africa plc Annual Report and Accounts 2022

Corporate social responsibility

Everyone at Airtel Africa feels strongly about supporting projects and activities that make a real difference to the lives of some of the most vulnerable and underserved people on the continent. Alongside the transformational impact we make through our business and its embedded sustainability strategy (see pages 44-58), we’ve long been committed to giving back to the communities in which we operate by partnering with governments and non-governmental organisations (NGOs), and by reaching out directly to individuals and communities to address some of the socio-economic and environmental challenges that face the people around us. As well as our corporate donations in cash or kind, employees volunteer and offer support in a wide range of community programmes – because this is who we are as a team, and as Airtel Africa people. Our Group-wide approach to key community activities focuses on three main areas: education, health and wellbeing, and disaster relief.

Focus on education

We’ve been committed to supporting education in our communities for many years, because supporting child growth, development and wellbeing is important to everyone at Airtel Africa, and we know that education is a powerful tool for breaking the cycle of poverty and one of the best ways to close gaps in social inequality. It is also an important driver of wider economic prosperity: according to UNICEF, on average, one additional year of education can increase an individual’s earnings by 10%. Girls’ education has a particular benefit, to individuals and to future generations – children of educated mothers are much more likely to go to school than children of mothers with little or no education.

• By 2055 Africa will be home to one billion children under the age of 18, making Africa’s child population larger than that of any other continent
• Youth unemployment rates are on average 54%, rising to 70% in some countries
• School closures during the Covid-19 pandemic have affected around 250 million students in sub-Saharan Africa, and learning completely stopped for most of them
• A total of 81 million children were already out of school in sub-Saharan Africa before the pandemic
• 87% of children in sub-Saharan Africa were unable to read a simple paragraph by the age of 10 before the pandemic

Source: UNICEF

Our commitment to education is reflected in the fact that it is a prominent goal of our sustainability strategy, and our partnership with UNICEF, to enhance digital inclusion, especially for less privileged children in hard-to-reach locations, is described on pages 52-53. Examples of our other education projects are described on page 60.

$2.2m total CSR expense in 2021/22

Focus on health and wellbeing, and helping out in emergencies

The continuing Covid-19 pandemic has shown how challenging it can be to access healthcare. Since the pandemic began, we’ve been donating healthcare equipment to support governments and communities, and set up call centres in many markets to help health and security agencies deal with the crisis. In June 2021, for example, we donated $75,000 to the Nigeria Primary Healthcare Development Agency to support the rollout of Covid-19 vaccines in Nigeria. In Madagascar, we donated oxygen concentrators worth $11,500 to the Covid-19 Treatment Centre, and paid $2,000 for PPE for health personnel in three public hospitals in Antananarivo. In Uganda, we donated four 10-litre oxygen concentrators to Bukwo General Hospital, Kampala. And in Niger we provided support worth 65,000,000 F CFA (equivalent to $100,000) to the government as part of the fight against the pandemic. Other examples of our support can be found on pages 60-61.

“The philosophy behind our social investments is underpinned by the hope of goodness begetting greatness. We support our communities in the firm belief that being a good corporate organisation of good people will ultimately translate to greatness, and love for and loyalty to our company and brand by the people we serve and support.”

Emeka Oparah
Vice president, Communications and CSR

Giving back to the communities where we live and work.

59

Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Focus on education spotlight

Supporting graduates in Niger

There’s no substitute for experience when it comes to successful job applications – so our Niger office decided to encourage graduates from the community by offering a one-year internship to strengthen their skills and employability in our operations. Launched in April 2021, the scheme saw 35 graduates join our teams, supported by Niger’s National Agency of Employment. They were given the chance to see at first hand how a business like ours operates, while learning the skills required to work in our offices and in the field. Three graduates have already been taken on by Airtel Niger as a result of the programme.

A better future for mothers and babies in Uganda

Childbirth should be safer for mothers and babies – which is why, in July 2021, we donated mobile ultrasound scan devices to the maternity health facility at the Bukwo General Hospital in Eastern Uganda, and provided training to midwives through the ‘Safe Motherhood’ programme. Uganda’s Bureau of Standards estimates that in Uganda mortality ratio, the annual number of deaths of women from pregnancy-related causes per 100,000 live births, stands at 343 – significantly higher than the UN target of reducing maternal mortality below 70 deaths per 100,000. We believe the UN target is achievable if we all set out to provide accessible, affordable quality health services, especially to marginalised communities. The Airtel Safe Motherhood programme has sponsored two midwives from Bukwo General Hospital to undertake practical training in obstetric ultrasound services, which means they can now offer obstetric ultrasound care to the expectant mothers and follow up with primary care. More than 1,300 mothers have now had access to the mobile ultrasound scan service through the Airtel ‘Safe Motherhood’ programme.# Corp orate social res ponsibilit y co ntinu ed

Focus on education spotlight

Focus on health and wellbe ing spotlight

Kazipow er – ‘Girl power’ – in Zambia

In 202 1, A ir te l Zamb ia par tnere d wi th t he SM ART Z ambia I ns titu te to prov ide d igit al skills t rain ing to sc hoo l- age d gir ls in a ne w proj ec t cal led ‘ K azip ower ’ – G ir ls in IC T . The p ar t ner ship was p ar t of t he Di git al T r ans form atio n Cen tre’s init iati ve launc hed by the Int er national T elecommunication Unio n (IT U), the U nite d Nati on’s agen cy fo r ICT , alon gside d igit al co mmuni cat ions an d tech nol ogy rm , Cisco. The proj ec t aims to supp or t c ount ri es in deve lop ing dig it al skills , fo cusing o n und erp ri vile ge d and marginalised communities . In Za mbia , 1 50 gir ls from u nde rpr iv ile ged secondary schools in thr ee provinces rec eive d six mo nths of I CT tr ainin g desig ned to h elp t hem pu rsu e care er s in Science , T ec hnology, Engineering and Mathematics ( STEM). T he top-p er forming 1 6 gi rls wen t on to rec eive j ob -s hadow ing opp or t unit ies at A ir te l Zamb ia, wo rki ng wit h dedic ate d mentors from our st a.

Strategic report 60

Air tel A fr i ca p lc A nn ua l Rep or t an d Acc ou nt s 2022

Focus on di saster rel ief spotlight

Goma ’ s N yiragongo volcano programme inthe DRC

The e rup tio n of the 11,50 0 - foot-hi gh volc ano Nyi rago ngo in M ay 202 1 an d result ing ear t hquakes k ille d at leas t 32 pe opl e and des troye d mo re than 3 ,60 0 ho mes , pub lic buil dings , sc hoo ls and hea lth s t ru ctu res. Over 2 0,000 people were made homeless, around 400, 000 were displaced, and busine sses w ere cl osed f or a we ek . Af ter t he er upt ion i t emer ged t hat th e Obs er vato ire Volcano lo gique D e G oma (O VG) had be en w ith out i nter net ac cess to m oni tor seismi c ac tiv it ies for si x mont hs , due to lac k of funding. As p ar t of o ur resp onse to t he em erge nc y , Air tel Afr ic a provi de d drin king wat er to displa ce d pe ople i n nee d and d onate d a daily allow anc e of fre e voic e and dat a for p eop le in Go ma for se veral we ek s . At the s ame ti me, we entere d a t wo -yea r par t ner ship w it h the OVG , giv ing th em fr ee inte rne t to allow t hem to moni tor th e ac tiv it ies of t he vol can o, and supp or te d th e ins tall atio n of 1 6 se ismic probes and their required data co nnect ion.

Suppor ting our communities in Malawi

This yea r Air tel Malaw i made d onati ons aroun d K25m towards th e edu cat ion an d heal th se cto rs in itia tives . We par tn ere d wit h the M inis tr y of Gen der and do nated Pe rki ns Br aille ma chin es , Braille hand -frames , st yli and embosse d pap ers va lue d at K1 5m to v ari ous sch oo ls to assis t st ude nts w it h visual c halle nges . The h andove r took p lac e on 15 July , 202 1 at Capital Hill in Lilo ngwe. Also , aroun d the s ame t ime, o ur Air tel Malaw i empl oyees r aise d K1 0 m (Malaw ian kwacha) and, in part nership with O njezani Kenani ’s Private C iti zens Ini tiat ive, supp or te d Chir adzul u Dis tr ic t Hosp it al in Bla nty re by do natin g this sum to wards cons t ruc ti on of a so lar po were d water supp ly so lut ion as pa r t of #B eS mar t Be Safe initi ative .

Empo wering refugees through nancia l inclusion in Ugan da

Inclusion i n the d igit al e con omy and nanc ial ecos ys tem is impo r t ant for ever yo ne – and p ar t icul arl y for ref uge es see king to s uppo r t t hemse lves i n new plac es . Acc ordin g to Unite d Nat ions gure s, Ugan da is Af ric a’s la rges t refug ee host , wit h 1. 1 million evacue es calling it the ir new h ome. I n the A djuman i and Y u mbe dis t ric t s in Wes t Nile , at leas t hal f of the p opu latio n are ref uge es . Air tel Ugan da has be en sup por ting t his new p opul atio n for so me year s, in clu ding thro ugh ou r tele coms mas t s in t he B idi B idi and Palabek Refugee ce ntres. Now we’re reach ing ou t to the ‘u nbanke d’ ref ug ee communities of Uganda, br inging them onlin e with the oer of acc ess to  nanc ial ser vice s and co llab orat ing wi th t he Uni ted Nati ons Ca pit al D evelo pme nt Fund (UN CD F) to b oos t mo bile m oney a nd bri dge the digi tal nanc e divide . The a rea is ser ved by 11 5 of our dis tri but ion a gent s an d 32 franc hise par t ner s , creat ing jo bs for so me for mer refugees , including eight who joine d our dis tri but ion n et wor k in 202 1 /22. At the last c ount , m ore th an 25,000 ref uge es in Adjuma ni and Yumbe dis tr ic t s had be en emp owere d wit h mob ile p hone s, S IM cards and nanc ial ser vi ces .

Focus on di saster rel ief spotlight

Focus on health and wellbe ing spotlight

61

Air te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Business review

Nigeria

i s a countr y where demand for data and mobile ser vices is st rong and growing stronger , and where the government continues to see digit al entrepreneurship as anengine of economic progr ess. W e aim t o suppor t our customers through this tr ans format io n.

Surendran Chemmenko til MD & C EO, Ai r tel N iger ia

Summarised statement o f operations

Description	Unit of measure	Year ended Mar-22	Repo r ted curren cy change %	Cons ta nt curren cy change %	Ma r-21
Revenue	$m	1, 878	21.0 %	2 7. 7 %	1, 552
Voice revenu e 1	$m	985	9.8%	15 . 9 %	897
Data re venue	$m	734	3 3 .7 %	41 . 1%	549
Other revenue 1	$m	1 59	5 0.0%	58 . 2%	10 6
Underlying EB ITDA	$m	1 ,0 37	23 . 6%	30 . 4%	8 39
Underl ying EBI TDA margin %		55. 2%	115 b p s	114 b p s	5 4 . 1%
Depreciation a nd amor tisation	$m	(26 8)	13. 2%	19. 5%	(23 6)
Op erat ing exce ptio nal ite ms	$m	–	–	–	–
Op er at in g pro t	$m	769	2 7. 8 %	34. 8 %	602
Cap ex	$m	2 51	(8 . 8 %)	(8 . 8 %)	275
Op erat ing free cash ow	$m	786	39. 3 %	5 0 .7 %	564

Operating KPIs	Unit of measure	Mar-22	Mar-21	Gr ow t h % i n cons t ant cu rr enc y
ARPU	$	3.8	3.0	2 6 . 1%
T ot al cus tom er bas e	million	4 4.4	42 . 0	5. 8%
Data c usto mer bas e	million	20. 3	17.7	1 4.9%

1 Voice r eve nue i nc lud es in ter-s egm ent r eve nue o f $1m and oth er re ven ue in cl ud es in ter-se gm ent r even ue of $2m in th e year ende d 3 1 Mar ch 2022. Excl ud ing inte r-se gme nt reve nue , voic e revenu e was $984m and oth er reve nu e was $ 157m in th e year ende d 3 1 Ma rch 2022

Partnering our customers on the jou r ne y to a d igita l f ut ur e.

• Underlying revenue $1, 878m
• Underlying EBITDA $1, 037m
• Op er ati ng pro t $769m
• ARPU $3.8

	Repor ted currency	Co ns ta nt cu rr en cy
Underlying revenue	21. 0 %	2 7.7 %
Underlying EBITDA	23.6 %	3 0 .4%
Op er at in g pro  t	27. 8 %	34. 8%
ARPU	26 . 1%	33.0%

Nigeria Underlying revenue ( $m )

	FY’2 2	FY’2 1
1, 878	1, 552
27. 7 %	21. 9 %

Underlying EBI TDA ( $m)

	FY’2 2	FY’2 1
1, 037	839
55. 2 %*	5 4 . 1% *

Revenue split

• Others 8%
• V oice 53%
• Data 39%

Ot her market par t icipant s

• MTN
• Globacom
• 9 Mobile

• MAF AB Communications ( succ ess f ully bid for the 5Gspec tr um)

• Underlying EBIT DA margin

62

A ir tel A fr i ca p lc A nn ua l Rep o r t an d Ac co unt s 2022

Our m a r ket

Nige ria is Air tel Afri ca’s largest singl e countr y market , wit h a gro wing pop ulati on of m ore than 2 10 mill ion peo ple , more than half of whom are under 30 years old . It i s a co untr y where demand for data and mobi le ser v ices is stron g and growi ng stro nge r , and where the gover nme nt cont inu es to se e digi tal e ntrep rene ursh ip as an eng ine of economic progress. We ai m to joi n with and suppor t our c usto mer s through this tra nsfo rmat ion , and this ye ar we’ve ma de fur t her inves tm ent s in net wor k upgrad es to b oos t capa cit y and reinforce resili enc e. At t he same tim e we’ve c onti nue d to exp and our distr ibu tio n netwo rk , while devel opin g our oer to custome rs . W e’re als o helping pe opl e move alon g the ladder from 2G to 3G to 4G : in pa r ti cular, we’ ve expande d our 4G fo otp rint by 34 .2% to reac h more c ommun iti es to supp or t digi tal trans fo rmat ion and drive eco nomi c empower me nt . This year has s een us create cent res where new cus tomer s can get SI M regis t rati ons and re gis ter un der t he Nat ional I de ntit y N umbe r (NI N) regu latio ns introdu ce d in D ec emb er 20 20. As of A pri l 2 022, we had co llate d NI N infor mati on for 35.9 mil lion of o ur ac tive c us tomer base. T his sup po r ted t he go vernm ent ’s imple ment ati on of th e sch eme while easing the delay in regist rati on that many c us tomer s expe rie nce d in F Y ’ 2 1. In Apr il 2022, we w ere also noti ed that all SIMs that had not b ee n linked to a NIN woul d have ou tgoi ng voice calls bar red wit h immediate eec t . Subscr ib ers can st ill link their SIM s to the ir NI Ns in or der t hat the se res tr ic tio ns can b e li f ted . Ou tgoi ng voic e revenu es for ac tive subsc rib ers who have not ye t linked their NIN wit h the ir SI M amou nt to aroun d 7% of our to tal reve nues f rom N iger ia . We cont inue to work close ly with the regu lator and will make eve r y eor t to minimise disrupt ion and ensure custom ers ben et fro m full ser vi ce conn ec ti vit y as s oon as p ossib le. We’ re also d evel opin g our m obi le money oer . In Apr il 2022, A ir tel Afr ic a receive d nal approval from the Cent ral Ban k of Ni ger ia ( CB N) to oer ser vic es under a super - ag ent licen ce and under a Pay ment Ser vice Ban k ( PSB) licenc e. This follow s the issue by th e Centr al Bank of Niger ia of th e approval in princ iple in respe ct of the tw o licenc es in Novem ber 2021.# Strategic report

Business review continued

We are getting ready to launch both services as guided by the Central Bank, allowing Airtel Africa to create an agency network to serve the customers of licensed Nigerian banks, payment service banks, and licensed mobile money operators in Nigeria, as described on page 23. There have been challenges at times during the year. The Covid-19 pandemic has continued to have an impact on customers and communities, with lockdowns in some regions. We’ve also closely monitored Nigeria’s foreign exchange situation: our analysis of foreign exchange risk is described on page 85. Overall, however, this has been another year of growth, with our customer base growing by 5.8%, and revenues by 27.7% in constant currency.

Our performance

Reported currency revenue grew by 21.0% to $1,878m with constant currency growth of 27.7%. The differential in growth rates was due to devaluation of the Nigerian naira by 5.6%. The constant currency revenue growth of 27.7% was driven by both customer base growth of 5.8% and ARPU growth of 33.0% largely driven by higher data and voice usage. Voice revenue grew by 15.9%, driven by an increase in voice usage per customer of 20.8% which led to an ARPU increase of 20.7%. Customer base growth was affected by the NIN-SIM linkage regulations in Nigeria during the first half of the year but returned to growth, adding 4 million customers in the second half of the year, achieving net growth of 2.4 million customers over the full year. The number of regulatory approved outlets expanded to over 19,100 as of 31 March 2022.

Data revenue grew by 41.1% in constant currency, driven by data customer base growth of 14.9% and data ARPU growth of 37.6%, led by growth in data usage per customer to 4.0 GB per month (from 2.8 GB in the prior year). Our continued 4G network expansion and increased smartphone penetration has supported data usage growth. Almost 99% of our sites in Nigeria are now delivering 4G, and smartphone penetration of our customers has increased by almost 1 percentage point. Data revenue accounted for 39.1% of total revenue in Nigeria in the year, up by 3.7% on the prior year. For Q4’22, 43.6% of our data customer base were 4G users, contributing to 76.0% of total data usage. Data usage per customer reached 4.2 GB per month and 4G data usage per customer reached 6.5 GB per month, a significant increase on the 4.6 GB usage per customer per month of Q4’21.

Other revenue grew by 58.2%, with the main contribution coming from the growth in value added services revenue, led by airtime credit services.

Underlying EBITDA was $1,037m, growing by 23.6% in reported currency and representing constant currency growth of 30.4%. Underlying EBITDA margin improved to 55.2%, an increase of 115 basis points in reported currency and 114 basis points in constant currency, as a result of improvements in operational efficiency.

Operating free cash flow was $786m, up by 50.7% in constant currency, due to the expansion of underlying EBITDA.

Transforming lives spotlight

Harnessing entrepreneurship, creating value

Adeleye Adetimilehin typifies the entrepreneurial spirit on which our distribution network depends – as well as the positive economic impact our business can have in our communities. Made redundant from his last job but determined to support his family, Mr. Adetimilehin enrolled as a freelance Airtel Field Sales Agent in 2016. His performance quickly earned him an accreditation as an Airtel SIM distributor, operating in Benin City, Edo State. Focusing only on subscriber acquisition, Mr. Adetimilehin made rapid progress and set up his own company, Aleyetonto Nigeria Ltd, which deals exclusively with Airtel Africa business – and by December 2021 he controlled 10 Airtel Africa shops, employed 18 people and grossed around ₦100m (over $200,000) monthly, activating an average of 20,000 new subscriptions through his network each month. Inspired by our ‘Touching lives’ programme, Mr. Adetimilehin has also developed his own ways to give back to the community, supporting widows, youths and vulnerable people in his area.

63
Airtel Africa plc Annual Report and Accounts 2022
Strategic report
Business review continued

For the 215 million people in our region, our products and services are a gateway to financial and digital opportunity. Our strategy is simple: to connect the unconnected and unlock commercial and digital benefits for our customers, their communities, and our business.

Ian Ferrao
Regional director, East Africa

Connecting millions more customers to digital opportunity.

Description	Unit of measure	Year ended Mar-22	Year ended Mar-21	Reported currency change %	Constant currency change %
Revenue	$m	1,717	1,381	24.3%	22.7%
Voice revenue	$m	783	650	20.3%	19.2%
Data revenue	$m	457	354	29.1%	27.4%
Mobile money revenue	$m	411	291	41.5%	37.1%
Other revenue	$m	152	150	1.1%	1.6%
Underlying EBITDA	$m	848	631	34.4%	31.6%
Underlying EBITDA margin	%	49.4%	45.7%	369 bps	331 bps
Depreciation and amortisation	$m	(240)	(221)	8.7%	7.9%
Operating exceptional items¹	$m	(32)	–	–	–
Operating profit	$m	576	408	41.0%	36.8%
CapEx	$m	271	249	8.8%	8.8%
Operating free cash flow	$m	577	382	51.1%	46.8%

East Africa summarised statement of operations

1 The East Africa business region includes Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia.
2 Revenue includes intra-segment eliminations of $85m for the year ended 31 March 2022 and $64m for the prior period.
3 Voice revenue includes inter-segment revenue of $1m and other revenue includes inter-segment revenue of $6m in the year ended 31 March 2022. Excluding inter-segment revenue, voice revenue was $782m and other revenue was $146m in the year ended 31 March 2022.
4 Mobile money revenue post intra-segment eliminations with mobile services was $326m for the year ended 31 March 2022 and $227m for the prior period.
5 Operating exceptional items of $32m in the year ended 31 March 2022 consist of $12m provision for expected settlement of a contractual dispute in which one of Group’s subsidiaries is a party and $20m cost of settlement of agreed historical spectrum fees in one of the Group’s subsidiaries.

Operating KPIs	Unit of measure	Year ended Mar-22	Year ended Mar-21	Reported currency change %	Constant currency change %
ARPU	$	2.5	2.3	12.2%	10.7%
Total customer base	million	57.2	53.1	7.8%
Data customer base	million	18.3	16.2	12.9%
Mobile money customer base	million	21.7	18.0	20.5%

Growth % in constant currency

Underlying revenue ($m)	FY’22	FY’21
	1,717	1,381
	22.7%	23.5%

Underlying EBITDA ($m)	FY’22	FY’21
	848	631
	49.4%*	45.7%*

• Underlying EBITDA margin

Revenue split

Others 3%
Mobile Money 24%
Voice 46%
Data 27%

Other market participants
Kenya: Safaricom and Telkom
Malawi: TNM
Rwanda: MTN
Tanzania: Vodacom, Tigo, Halotel and TCL
Uganda: MTN, UTL and Africell
Zambia: MTN and Zamtel

64
Airtel Africa plc Annual Report and Accounts 2022

Our markets

Our six markets in East Africa include the fastest-growing economies in the continent, as well as some of the world’s youngest populations. For the 215 million* people in our region, our products and services are a gateway to financial and digital opportunity. Our strategy is simple: to connect the unconnected and unlock commercial and digital benefits for our customers, their communities, and our business.

This year we have continued to improve our network, simplify our products and increase customer touchpoints for our services. We grew from 53.1 million customers to nearly 57.2 million, and our services are now accessible in more households across East Africa, a reach that we aim to continually expand. To strengthen our network we deployed over 1,400 sites and grown our base of 4G sites by nearly 30%, resulting in data usage growth of 47.4%. We simplified our product portfolio and diversified customer touchpoints to Airtel App, USSD and Airtel shops. Furthermore, in order to strengthen our product offerings, we have continued to build strong partnerships with SMEs, banks, merchants, startups and governments across our markets.

Distribution is a critical level in our business. This year, we grew our kiosks, mini-shops and Airtel Money branches (AMBs) by nearly 20% as we strive to ensure that our products and services are available where our customers live, work and play. Airtel Money continues to remain a key business enabler for individuals and SMEs in our markets.# T his year o ur ac ti ve Air tel Mon ey cus tom er base cross ed the 20 mil lion mark whic h is a test amen t to our rele ntle ss focus o n buil ding p rodu ct s t hat me et cus tome r ne eds . Our g oal remains to b ec ome t he tr ansac t ional p lat for m for ho useho lds and SM Es throu gh solv ing the nancia l barrie rs that custo mer s face. In our eor t s to r un an asset-l ight and agile busines s, we have cl ose d tower sales in ve out of six of market s over t he last ve years. Rec ent ly , we cl ose d tower sale deals in T anza nia and Malaw i. The Cov id - 19 pa ndem ic conti nue d to ae ct pe opl e and c ommu nit ies , an intermi t tent cur few and some disru ptio n to sup ply chains create d head winds for our business . Despi te this, we were able to deliver anot her year of gro w th while maint ainin g Covid - 19 p rotoc ols to p rotec t our p eop le and o ur cus tom ers , and s upp or t ing lo ca l camp aigns to supp or t aec te d communi ties . Our per formance Eas t Afric a revenue in repor te d curren cy grew by 2 4. 3% to $1, 71 7m wit h cons tant cur renc y revenue grow t h of 22. 7% . This grow th was deli vere d across all k ey ser vi ces ; voice revenue grew by 19.2% , data revenu e by 27 .4% and mobi le mon ey reven ue by 37 .1 % i n cons ta nt cur renc y. Rep or ted curren cy revenu e grow th was slight ly highe r than cons t ant cur renc y ra tes due to c urre nc y appre ciat ion i n the U gandan shilli ng and Zambian kwac ha, par tially os et by c urre nc y devaluati on in the Malaw ian kwacha . V oic e revenue grew by 19.2%, dri ven by b oth cus tome r base grow t h of 7 .8% and voice ARP U grow th of 7 .5% . The cus tomer base grow t h was largely dri ven by ex pansi on of b oth net wor k coverage and the dis tri but ion net wor k . V oic e usage per custom er increas ed by 5.8 % to 349 minutes pe r cus tome r per m onth , t hereby d ri ving vo ice A RPU grow t h of 7 .5% . Data revenu e grew b y 2 7 .4%, largel y driven by data custome r base grow t h of 12.9% and data AR PU grow th of 5.6%. We co ntinu ed to inves t in o ur netwo rk and expand ed our 4G n et wor k infras tr uc ture whic h helpe d us to grow both data usage and the data custom er base. The data cus tome r base incr eased 12.9% to 18.3 millio n, wit h 4G cus tome rs ac cou nting f or 40. 5% of our tot al dat a cus tomer b ase and cont ri bute 60. 2% of total data usag e. 85.8% of o ur total sites are n ow on 4G , compare d with 7 6.4% at the end of th e prior year . Data usage per c usto mer rea che d 3. 3 G B per c usto mer p er mo nth , up by 22.1 % Mob ile money revenu e was up by 3 7 .1 % , largel y driven by grow th in Zamb ia, Ugan da and M alawi . The mobil e money custom er base grew by 20.5% and m obil e mone y AR PU inc rease d by 1 4. 5%, d ue larg ely to expansion of our d ist rib ut ion net wor k . The transac ti on value per cus tome r reach ed $1 8 3 per c us tomer p er mo nth , up by 16.0% f rom $1 53 per custom er per month in the prior year . The slowd own in mobi le money revenu e growt h was d ue to im ple ment ati on of addi tio nal levie s by th e Gover nment of T anzan ia on m obil e money wit hdr awal and P2P tr ansac ti ons from July 202 1, which were subse que ntly revis ed downwa rds in ea rly Septe mbe r 2 021. The u nde rly ing EB I TDA marg in reac hed 49.4%, an im provem ent of 33 1 basis p oint s in c ons ta nt cur renc y, as a result of s tron g revenu e grow t h and impro vement s in operat ing ec ienc y. Op erat ing free cash ow was $5 77m, up by 46.8% in cons t ant cur renc y , due lar gel y to the ex pansio n of und erl ying E BI TDA . So urc e: Wo rl d Ba nk r ep or t (2021)

65 Air tel Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Business review cont inue d

Air tel Africa ha s a critical role t o play in building oppor tunit y and a sust ainable future in Francophone Africa. Eve n in our most economically chall enge d mar ket s, aor dable, fast and reliable connecti vit y and mobile nancia l ser vices are essentia l for g row th .
Michael Foley
Regional direc tor , Francophone Af rica

G rowing sust ainably through s trong net work s and gr ea t distri buti on.

	Underlying revenue $ 1 , 1 31 m	Underlying EBITDA $ 464m	Op er ati ng pro t $ 2 61 m	ARPU $ 3 .7
Repor ted currency	17. 2 %	27. 6 %	53 .7%	(1. 9 %)
Co ns ta nt cu rr en cy	17. 2 %	2 7.7 %	54 .6%	(1. 9 %)

Francophone Afr ica

Summarised statement o f operations

Description	Unit of measure	Y ear ended Mar-22	Y ear ended Mar-21	Repo r ted curren cy change %	Cons ta nt curren cy change %
Underlying revenue	$m	1 , 1 31	964	17. 2 %	17. 2 %
V oic e revenu e	$m	594	5 41	9 .9%	1 0.0%
Data re venue	$m	334	254	31 . 5 %	31 . 0 %
Mobile money reven ue	$m	142	110	29. 0 %	29 . 6%
Other revenue	$m	10	4	96	8 .9%
Underlying EB ITDA	$m	464	36 4	2 7. 6 %	2 7. 7 %
Underl ying EBI TDA margin	%	41 . 0 %	3 7. 7 %	33 2 b ps	337 bps
Depreciation a nd amor tisation	$m	(2 0 3)	(20 7 )	(2 . 0 %)	( 2 . 1% )
Op erat ing exce ptio nal ite ms	$m	0	14	–	–
Op er atin g prot	$m	2 61	1 7 0	5 3 .7%	54. 6%
Cap ex	$m	125	88	42. 0 %	42 . 0 %
Op erat ing free cash ow	$m	3 39	276	23.0%	2 3 . 1%
Operating KPIs
ARPU	$	3 .7	3. 8	(1 . 9 %)	(1 . 9 % )
T ot al cus tom er bas e	million	26 . 8	23 . 1	15.9 %
Data c usto mer bas e	million	8.2	6 .7	21 . 3%
Mob ile mo ney c usto mer bas e	million	4.4	3.6	21 . 8 %

1 The Fra nc op hon e Af ri ca b usin es s reg io n inc lu des C had , De mo cr ati c Re pub li c of th e Co ng o, G abo n , Madagascar , Niger , Republic of the Congo, and the Seychelles
2 Un der l yin g reve nu e inc lu des i nt ra -s eg men t eli mina ti ons of $ 44m f or t he yea r end e d 3 1 Mar ch 2022 an d $36m for t he p ri or p er io d. I t als o excl ud es on e -t ime e xce pti ona l rev enu e of $20 m rel ati ng to a s et tl em ent i n Nig er i n th e year e nd ed 31 Marc h 2021
3 Voice r eve nue i nc lud es in ter-s egm ent r eve nue o f $2m in th e yea r end ed 31 Mar ch 2022. E xc lud ing i nte r- se gme nt reve nue , voic e revenu e was $592 m in the year ende d 3 1 Ma rch 2022
4 M ob ile mo ney reve nu e post int ra - se gme nt eli mina tio ns wit h mob ile se r vi ce s was $98m in th e year ende d 31March 2022 and $7 4m in the pr io r per iod
5 Op er ati ng ex cep ti ona l ite ms in p ri or p er iod i nc lud es ex cep ti ona l reve nue r ela tin g to a on e -t im e set t le men t in Nig er for $20 m par ti all y os et by one - o cos t of $6m in Fra nc oph on e Afri ca

Growth % in constant currency	Underlying revenue ($m) FY’2 2	FY’2 1	Underlying EBITDA ($m) FY’2 2	FY’2 1
	1 , 131	964	464	364
	17. 2 %	10.0%	41 . 0 %*	3 7. 7 % *

Revenue split

• Others: 5%
• Mobile Money: 13%
• Voice: 53%
• Data: 29%

Other market participants

• Chad: Maroc, Sotel
• The Demo cr atic Repu bl ic of the Cong o: V odac om , Ora nge an d Afr ice ll
• Gabon: Moov (M aroc T elecom )
• Madagascar: Oran ge and T elma
• Niger: Zamani , Moov (Maroc T e lec om), Niger T elecom
• Repub lic of the Con go: MTN

• The Seychelles: Cab le & Wi rele ss and Intelvi sion

• Underlying EBIT DA margin

• Revenue contribution of others includes eliminations

Strategic report

66 Air t el Af r ic a pl c A nnu al R ep or t and A cc ou nt s 2022

O ur m a r ket

Acros s all o ur business es , usage has in crease d materiall y , showing how fast the comm unit ies we ser ve are di git ising and embrac ing mobi le ser v ices . Our custo mer base grew by 15.9% , data users grew by 2 1.3% , and mobil e money users grew by 2 1. 8% . The c ont inuin g deman d for ou r ser vices is c lear. More than 1 70 millio n pe opl e live i n our Fr anc oph one Afr ica seg ment, which is ma de up o f Chad , De moc rati c Repu blic o f the C ong o, Ga bon , Mad agasc ar , N ige r , Repu blic of t he C ong o, and t he Se yche lles . Cur rent ly on ly arou nd 58% of this pop ulat ion, w hich has a me dian age of 16.2*, is reach ed by mobi le se r vi ces . Tha t means th ere’s a great op por tunit y to ex pand net wor k coverag e, win more custom er s , and help drive loc al ec onom ies by in creasin g pe ople ’s access to t he di git al ec ono my and nanc e ser vic es . This year , we expande d our bre opti c coverag e across our por t foli o and built esse ntial met ro bre netwo rk s in N iamey, N iger, and N’ D jamena , Chad. We als o impleme nted ex tensive interc it y bre proj ec t s in D em ocr atic R epub lic of t he C ongo to e nhanc e our net wor k resilien ce. Alto get her, 384 covera ge and capaci t y sites were add ed ac ross ou r Franc oph one ma rket s , and in Ma lé, t he c apit al of t he Seyc hell es , we co mmissi one d a mo der n data centre , contr ibu ting to the t rans for mati on of a tou rism - base d ec ono my badl y impa cte d by th e Cov id - 19 crisis . Our per forman ce was also s uppo r te d by a cont inue d increase in our reta il dis tr ibut ion p oint s , reac hing 760, 00 0+, an increase o f 4 7% o ver the last tw o years. As a result of o ur contin ued inves tm ent in i nfr ast ru ctu re as wel l as the d igit alisa tio n and exp ansion of o ur dis tr ibu tio n chann els , our par t ner ships wi th commun iti es and gover nme nt s have grow n, makin g Air tel Afric a an e ssen tial cont rib utor to the societ ies we ser ve. Our per formance Und erl yin g revenue grew by 1 7 .2% both in repor ted curren cy and in cons t ant curren cy. T his grow t h was larg ely dri ven by D RC , Chad, Nig er and Gabon . The slight currenc y devaluation of the Central Afr ican fra nc was o s et by ap pre ciati on in t he Seyc helle s rupe e. V oic e underl yin g revenue grew by 10.0% in c ons ta nt curren cy, dr ive n by custom er base grow t h of 15.9% par tia lly ose t by voi ce ARPU dec line of 7 .9% .# Strategic report

Business review: Mobile services

Customers need to be able to connect and access our services, so for both voice and data our performance improvements rely on our strategic focus on network expansion and excellent distribution. This year, along with continued investment in the quality and capacity of our network, we increased our exclusive retail footprint by 44.2% year-on-year.

Ashish Malhotra
Chief sales and marketing officer

Meeting growing customer demand through connection, distribution, and transparent products.

	Reported currency	Constant currency
Underlying revenue	19.6%	22.0%
Underlying EBITDA	5.9%	8.0%
Operating profit	26.8%	29.7%
Voice ARPU	16.1%	18.6%
Data ARPU	35.5%	39.0%

Underlying revenue $4,294m
Underlying EBITDA $2,077m
Operating profit $1,348m
Voice ARPU $1.6
Data ARPU $2.9

Mobile services Summarised statement of operations

Description	Unit of measure	Year ended Mar-22	Year ended Mar-21	Reported currency change %	Constant currency change %
Underlying revenue¹	$m	4,294	3,592	19.6%	22.0%
Underlying EBITDA	$m	2,077	1,639	26.8%	29.7%
Underlying EBITDA margin	%	48.4%	45.6%	276 bps	286 bps
Depreciation and amortisation	$m	(697)	(654)	6.5%	8.4%
Operating exceptional items²	$m	(32)	14	–	–
Operating profit	$m	1,348	995	35.5%	39.0%
Capex	$m	621	580	7.1%	7.1%
Operating free cash flow	$m	1,456	1,059	37.6%	42.6%

¹ Mobile service revenue after inter segment eliminations was $4,290m in the year ended 31 March 2022 and $3,587m in the prior year. Underlying revenue for Mobile service excludes one-time exceptional revenue of $20m relating to a settlement in Niger in the year ended 31 March 2021.
² Operating exceptional items of $32m in the year ended 31 March 2022 consist of a $12m provision for expected settlement of a contractual dispute in which one of the Group’s subsidiaries is a party and $20m costs of settlement of agreed historical spectrum fees in one of the Group’s subsidiaries. The prior year operating exceptional items include exceptional revenue on account of a one-time settlement in Niger amounting to $20m, partially offset by one-off costs of $6m in Francophone Africa.

Operating KPIs

Mobile voice

		FY’22	FY’21
Voice revenue	$m	2,358	2,083
Customer base	million	128.4	118.2	8.7%
Voice ARPU	$	1.6	1.5	5.9%	8.0%

Mobile data

		FY’22	FY’21
Data revenue	$m	1,525	1,157	31.8%	34.6%
Data customer base	million	46.7	40.6	15.2%
Data ARPU	$	2.9	2.5	16.1%	18.6%

Growth % in constant currency	Underlying revenue – Voice ($m)	Underlying revenue – Data ($ m)
FY’22	2,358	1,525
	15.4%	34.6%
FY’21	11.0%	31.2%
	2,083	1,157

Our market

Demand for mobile services in all our markets remains strong, and we continued to grow our customer base in 2021/22 by connecting more people, offering transparent voice and data products that meet their needs, and growing our distribution network so that more customers can access our services effectively and efficiently. Customer growth of 8.7% this year has meant we’re now connecting 128.4 million subscribers across our 14 markets. We see clear opportunities for further growth. Our markets are characterised by growing populations of aspirational, price-conscious consumers, who are actively looking for ways to connect with each other, with engaging content, and with opportunities in the local and global economy. Customers need to be able to connect and access our services, so for both voice and data our performance improvements rely on our strategic focus on network expansion and excellent distribution. This year, along with continued investment in the quality and capacity of our network, we increased our exclusive retail footprint by 44.2% year-on-year. Handset ownership and telecom penetration continue to build, feeding demand for our voice services, and enabling us to expand or customer base despite some headwinds from Know Your Customer requirements in markets, including Nigeria, Kenya and Rwanda. Our voice ARPU grew by 8.0% compared to 2020/21, and overall our mobile voice business line – which includes pre- and post-paid wireless voice services, international roaming, fixed-line phone services and interconnect revenue – contributed 50% to Airtel Africa’s consolidated revenue in 2021/22. Our leadership in 4G in most markets is an important driver for our data performance, as smartphone ownership continues to grow across sub-Saharan Africa. Our 4G base increased to almost 20 million, growing by 34.8% in 2020/21. We’ll continue to invest in our 4G network, which supports the digital inclusion ambitions of our sustainability strategy at the same time as creating further opportunity for growth.

Our performance

Mobile services underlying revenue in reported currency grew by 19.6%, with constant currency growth of 22.0%, supported by growth in both voice and data services. Voice underlying revenue grew by 15.4% in constant currency, supported by customer base growth of 8.7% and voice ARPU growth of 8.0%. The customer base growth was driven by expansion of our network and distribution infrastructure. The slowdown in customer base growth was due to the introduction of new SIM registration regulations in Nigeria. Excluding Nigeria, the customer base grew by 10.2%. In Nigeria, our customer base returned to growth in the second half of the year, adding a net 2.4 million customers for the full year. Voice minutes per customer reached 257 minutes per month, up by 9.8%, resulting in voice ARPU growth of 8.0%. Total network minutes increased by 17.3%. Data revenue continued to be a key driver of growth, up by 34.6% in constant currency. This was driven by data customer base growth of 15.2% and data ARPU growth of 18.6%. Our continued investment in our network and expansion of our 4G network infrastructure helped us to expand our data customer base. 87.6% of our Group sites are now operating on 4G, compared with 76.5% in the prior year. 36.4% of our total customer base were data users, up from 34.3% in the prior year. 4G data usage per customer increased to 5.5 GB per month compared with 5.0 GB in the prior year.

The ARPU decline was mainly driven by reductions in international call revenue and local incoming call revenue (the latter due to changes in local interconnect rates in Gabon, Niger and Republic of the Congo). The customer base growth was driven by expansion of both network coverage and distribution infrastructure. Data revenue grew by 31.0% in constant currency, supported by both customer base growth of 21.3% and data ARPU growth of 1.3%. We continued to expand our 4G network (65.3% of sites now on 4G) and data network coverage, and we enhanced our distribution infrastructure supporting further growth of the data customer base. 30.5% of the Francophone Africa customer base now use data services. 4G data usage contributes 64.1% of total data usage and 44.8% of data users were 4G customers. Data usage per customer was 2.4 GB per month (up 23.1% on the prior year) while 4G data usage per customer reached 4.5 GB (up 3.4%). Mobile money revenue grew by 29.6% in constant currency, driven by both customer base growth of 21.8% and mobile money ARPU growth of 5.2%. The mobile money ARPU growth was driven by an increase in the transaction value per customer of 8.3%, now at $422 per customer per month. Expansions of our exclusive distribution network and the number of agents helped us to grow the mobile money customer base by 21.8%. Underlying EBITDA grew by 27.6% with a margin of 41.0%, an improvement of 332 basis points in reported currency and 337 basis points in constant currency. This underlying EBITDA growth was driven by both revenue growth and increased efficiency in operating expenses. Operating free cash flow was $339m, up 23.1% in constant currency, due to the expansion in underlying EBITDA.

• Source: World Bank report (2021)

Transforming lives spotlight

Driving digital, financial and social inclusion by empowering disabled people in Madagascar

Claude Rasolonjanahary, better known by the name ‘Bonne Réflexion’, has been working with Airtel Africa as an exclusive retailer for over ten years. Based in Antsirabe, Madagascar, he helps us serve our customers by selling SIM cards and recharges and handling Airtel Money transactions from his Airtel Africa kiosk. Claude, who has a mobility impairment, uses his income from his work for us to support his wife, who is blind, and their son. ‘Bonne Réflexion’ said: “Thanks to Airtel Africa, I have a decent job to support my family, and am empowered to contribute to my community”.

67 Airtel Africa plc Annual Report and Accounts 2022# 4G data usage reache d 5.9 G B per cus tome r per m onth fo r Q4’22.

T o tal dat a usa ge pe r cus tomer reach ed 3 .4 GB p er mo nth , up 3 1. 0% f rom t he 2.6 G B of th e pri or year . At the end of the year , 4 2.6% of t he total data custom er base were 4G data c us tomer s , up fro m 36.4% in the pr io r year . T he in crease i n 4G data custom er penet rat ion has help ed to drive data ARPU grow t h. Data re venue c ont rib uti on reac hed 32. 3% of total G rou p revenu e in the yea r , up f rom 29.8% in t he p rio r year .

T r ansforming lives spotlight

Par t ner ing on g reat content for o ur custome rs: Air tel Nige ria an d Spot if y

Peop le ac ross ou r market s are h ungr y for con tent , and o ur data st rate gy seek s ways to pa r tn er with provi der s to gi ve our cus tome rs acce ss to di git al resourc es that will enter ta in, excite , deli ght and reward them. That ’s why A ir te l Nig eria has pa r tn ere d with the global audi o st reamin g ser vice , Spot if y, and prov ides musi c lover s acros s Niger ia with daily comp lime ntar y d ata to acc ess the Spot if y plat for m. Und er th e par t ner ship, A ir te l Nig eria’s 44.4 mil lion c usto mer s have uninte rr upted a cc ess to th e Spot if y plat for m’s 7 0 m illio n son gs wit hou t worr y ing abou t data cost s or mobile inter net plans , using c omp lime ntar y data t hat can b e use d exclusive ly on the Spoti f y plat for m whenever the y purchase data bundl es . It br ings j oy to our cus tom ers – a nd he lps s tren gth en our posi tio n as th e netwo rk of rs t choi ce for music, yout h culture and innovation.

---

69 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Business review: A ir tel Money

W e’ re expanding the scope of our ser vices, cre ating i ncre ased ‘u se case s’ and oering our customers a ‘one stop shop’ for al l their nanc ial needs. A cross the region, mobile mone y is an i ncre asingly impor tant driver o f economic grow th .

Vimal Kumar Ambat
CEO, A ir te l Mo ney

Air t el Mone y : a ‘ one s top shop ’ for all nancial ser vices.

Underlying revenue	$ 55 3 m
Underlying EBITDA	$270 m
Op er ating pro t	$ 256 m
ARPU	$1 . 9

	Repor ted currency change %	Cons ta nt cu rr en cy change %
Revenue	37. 9 %	34.9%
Underlying EBITDA	38 . 1%	34.2%
Op er at in g prot	38.3%	3 4. 4%
ARPU	14.7 %	12 .2 %

---

Air tel Money Summarised statement o f operations

Description	Unit of measure	Y ear ended Ma r-22	Repo r ted curren cy change %	Cons ta nt curren cy change %
Revenu e	$m	553	3 7. 9 %	34.9%
Underlying EBITDA	$m	270	3 8 . 1%	34. 2%
Underl ying EBI TDA margin	%	4 8 .7 %	5 bps	(27 ) b p s
Depreciation a nd amor tisation	$m	(14 )	34. 8%	30.9%
Op er at in g prot	$m	256	38. 3%	3 4 .4%
Cap ex	$m	25	(19 . 9 % )	(19 . 9 % )
Op erat ing free cash ow	$m	24 5	349 . 6%	44.8%

Operating KPIs

Mo bil e mo ne y key K PI s	Unit of measure	Y ear ended Ma r-22	Y ear ended Ma r-21	Gr ow t h % Repo r ted currency	Gr ow t h % Cons ta nt cu rr enc y
T ransac tion value	$m	64,436	46,009	4 0 . 1%	3 7 . 0 %
Act ive cus to mer s	million	26 . 2	21.7	2 0 .7 %	-
Mobile money ARPU	$	1.9	1.7	14.7 %	12. 2%

---

1 M ob ile mo ney ser vic e reven ue pos t inte r-seg me nt elim inat io ns wit h mobi le ser vic es was $42 4m in the year end ed 31 Mar ch 2022 an d $301m in th e pr io r year

Underlying revenue ( $m )

	FY’2 2	FY’2 1	Gr ow t h % Repo r ted currency	Gr ow t h % Cons ta nt cu rr enc y
Revenue	553	401	3 7. 9 %	34.9%

Underlying EBI TDA ( $m)

	FY’2 2	FY’2 1	Gr ow t h % Repo r ted currency	Gr ow t h % Cons ta nt cu rr enc y
EBITDA	270	195	3 8 . 1%	34.2%

• Underlying EBIT DA margin

---

Strategic report

70 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

O ur m a r ket

As par t of our focus on the long -ter m grow th of Air tel Mon ey , we cont inue to prior it ise assured oat availab ilit y and the expansio n of our dis tri but ion net wor k of exc lusive Air te l Money bran ches and kiosk s, as well as our growin g multi - bran d agent netwo rk . At the same time , we’ re expan ding t he sc op e of our se r vi ces , creat ing in creas ed ‘use c ases’ and oeri ng our cus tome rs a o ne -s top shop for all the ir nancial nee ds, incl udin g mobile wallet dep osit s and with drawals , mercha nt payment s , enterprise di sbursement s, internation al money tran s fer , and loan s and sav ings . We also co ntinu e to expl ore pa r tn ersh ips tha t expan d paym ent oppo r tuni tie s for c usto mer s , includin g with T e rra pay , Thu nes and M FS Afr ic a for cros s- bo rder p ayme nts , an d the ex pansio n of th e Air tel Money Maste rca rd Vir tual Car d to Za mbia . Havin g suc cess f ully s et up mo bile m oney s er v ice s acros s othe r market s , we have a clear oppo r tuni t y to rep lic ate our mod el in N ige ria . In Novemb er 202 1, we re cei ved approva l in p rin cipl e for a lic enc e to oer payme nt ser vi ces as a bank (PSB) indepe nde ntly. T he PSB lice nce woul d allow us to acce pt deposi t s from indivi duals and small busine sses , car r y out payment and remit t ance ser vice s within Nig eria , and issu e deb it and p repa id car ds amon g othe r ac tiv it ies set o ut by t he Cen tral Ban k of Ni ger ia ( CB N); we have co mpl eted and submit te d the asso ciate d administ rat ive require ment s and now await full licenc e appr oval. In anoth er develop ment , in Apri l 2 022 the CBN awarde d Air tel Mob ile C omm erce N ige ria Ltd a f ull ‘sup er-agent ’ li cen ce, allow ing us to create an agenc y netw ork to ser ve the custom ers of lice nse d Nige rian b ank s, p ayme nt ser vice b ank s, a nd lic ense d mob ile mone y ope rator s in Ni ger ia, as d escr ib ed on p age 23. Whil e the overall stor y is one of grow th in m obil e money ser v ices , we do face some chall enge s. In 20 2 1, for exampl e, T anz ania introd uce d a mobi le mo ney t ax that i ncreas es pr ic es on mo bile m oney tra nsac tio ns, inc ludin g sending , wit hdraw ing , and tra nsfe rr ing money. We b elie ve this w ill have signic ant conse que nce s for t he mobil e mone y ecos ys tem , as it will aec t the suppl y chain pricin g for va lue - added ser vices. Acros s the region as a who le, howeve r , mobil e money is a n increasingl y impo r t ant driver of econ omic grow t h across all secto rs . Econo mies are be co ming c ashles s, c onsum er be havio ur is chan ging , and la rger busine sses are nding it cheap er , fas ter and more conve nient to make bulk p aymen ts d irec t to th eir em ploye es or c usto mer s’ mob ile mo ney walle ts . At t he same time , mobile mone y is key to t he nancia l inclusion of under- and un -b anked pe ople , creating acc ess to basic  nanc ial ser vice s that w ould othe r wis e be u navailab le to t hem , and helping to tra nsfo rm li ves . It rema ins our ai m to expl ore th e poten tial lis t ing of ou r mobi le mon ey busine ss , as des cr ibe d in t he nancia l review on pages 7 6 -7 9.

Our per formance

Rep or te d curren cy mobi le money revenue grew by 3 7 .9% with a cons t ant curren cy grow t h of 34.9 % . T he slowdow n in mo bil e money revenu e grow th since July 202 1 has b ee n due to the impleme ntat ion of levies by the Govern ment of T an zania on mobile mon ey with drawal and P2P t rans act ions (subseque ntl y revised downw ards in e arl y Septe mbe r 2021 ). Exclu ding T anz ania , revenue grew by 4 1.6% in cons t ant curren cy. T he cons t ant cur renc y revenu e grow t h of 34 .9% was driven by both custom er base grow th of 2 0 . 7% and ARPU grow t h of 1 2. 2%. T he mobile mone y custome r base growt h was d ue to t he expans ion of o ur dist rib uti on netw ork , par t icu larl y our exclusive chann els of Ai r tel m oney b ranc hes an d kiosk s . We cont inue d to expan d our mobi le money por tfo lio throu gh par tn ersh ips with lead ing nanc ial inst itu tions , and the expansio n of our merc hant ecos ys tem fur ther s t reng the ned o ur mo bile m oney p rop osit ions . Th e incr ease in tra nsac tio n valu e per c usto mer to $223 per mon th , up by 13.9% , led to mobile mone y ARPU grow t h of 1 2. 2%. Q4’22 annualis ed t ransa ct ion v alue rea che d $67 .2bn in re por ted cur renc y , wit h mobil e money revenue cont rib ut ing 12.0% of tot al revenu e in th e quar te r . T he mob ile money cus tome r base grew by 20. 7% to 2 6. 2 million in yea r . M obil e mone y cus tome r base p enet rat ion rea che d 20.4%, an increase of 2 pe rce ntag e point s. T he ARPU grow t h of 1 2. 2% was largely dri ven by a n increase in transac ti on values and higher cont ri but ions f rom c ash tr ansac ti ons , merc hant pay ment s , P2P tra nsfe rs and m obi le ser vic e rech arges t hrou gh Air tel Mo ney. Und erl yin g EBIT DA was $270m, up by 38 .1 % in repor te d curren cy, wit h a c ons tant cur renc y grow t h of 34.2%. T he rep or te d cur renc y grow t h rate was higher than the cons tant cur renc y grow th rate due to apprec iatio n in t he Zambian kw acha . T he under lyi ng EBI TDA margin for the year was 48. 7 % , broadly in line with the pri or year .

T r ansforming lives spotlight

Harnessing the entrepreneurial spirit around us in Za mbia

T he pe opl e in o ur distr ibu tio n netwo rk are an es sent ial par t of creat ing op por tunit y fo r us – and for t hems elve s and th ese aroun d them, as they fulll their own entrep rene urial ambi tio ns and create value in their communities. Oli via Chi che nga , found er and d irec tor of G lo net C onne c tio ns Limi ted , has b uilt her own succe ss ful busine ss as a par t ner to our Air tel Money oper ati ons in L usaka , Zambia – and h er netw ork of Airtel Money branch es employ s 1 2 people and provides opp or t unit ies fo r many more a gent s in t he ci t y . Her succ ess has come from doing thin gs dierent ly. Sh e saw t he opp or t unit ies for mobile mone y ser vi ces in Zambia while she was a team l eade r at Ai r tel Zamb ia, and lef t with our bles sing to f ound Gl onet Con nec t ions .# Strategic report

And she found what was a new niche at the time: opening her first Airtel Money branch in a thriving shopping centre, Waterfalls Mall in Lusaka. She now owns three Airtel Money branches and is looking to the future. As Olivia says, “the only thing standing in your way would be your mind; believe you can do it and just do it, it will not be easy, but it will be worth it.”

Airtel Business

Internet penetration is rising across Africa and systems are even more connected as digital transformation is driving growth for organisations. We support SMEs and entrepreneurs across Africa with their end-to-end digital presence and a secure, reliable internet.

Luc Serviante
Group Enterprise Director

Empowering entrepreneurs and supporting the organisations that drive Africa’s growth.

Our market

Airtel Business is our B2B offer, providing dynamic, reliable communications to support the enterprises that are helping to drive economic growth and opportunity across Africa. We offer a comprehensive suite of business ICT (Information and Communication Technologies) and digital services, including mobile and fixed data services for major corporate offices, non-governmental organisations, government departments, diplomatic missions, start-ups and small- and medium-sized businesses (SMEs). We also offer conferencing and collaboration services, cloud and data centre co-location services, and mobile money services from Airtel Money. By supporting our customers’ success, we’re helping them create value and unlock the possibilities of digitalisation in the wider economy. We’re also creating value for Airtel Africa: this year we have seen a significant growth in enterprise customer connections, fixed and mobile.

• +35% fixed data connections
• +18% enterprise mobile subscribers

Partnerships are a key focus for us. In November 2021 we agreed a new partnership with Cisco to provide secure internet access for SMEs, which will initially be available in Kenya, Uganda, Republic of the Congo and Madagascar before rolling out to the rest of our markets. And in February 2022, Airtel Business signed a memorandum of understanding with Avaya Holdings Corp, to help organisations across the continent deliver better customer and employee experiences. The agreement will see Airtel Business Africa empower its enterprise customers with the Avaya OneCloud™ AI-powered experience platform, which includes workstream collaboration, contact centre, unified communications, and a communications platform as a service solution.

Transforming lives spotlight

Serving Nigeria’s largest bank – and supporting its sustainable growth ambitions

Through Airtel Business we support major companies such as Access Bank, the largest bank in Nigeria and Africa’s leading bank by customer base, employing 28,000 people in its operations in Nigeria, sub-Saharan Africa and the United Kingdom, and at representative offices in China, Lebanon, India and the UAE. Like us, Access Bank is committed to widening financial inclusion, and we’re proud to support its work for its 36 million customers through a business relationship that started in 2013. We provide over 240 domestic links to connect the offices and branches of the bank in Lagos, as well as eight international links to Sierra Leone, Ghana, the DRC, Gambia, South Africa, Botswana, Guinea Conakry, and Senegal. At the same time, we’re connecting 16,000 points of sale across Nigeria with machine-to-machine SIM cards.

“Through Airtel’s partnership in providing connectivity pan-Africa, we have been able to put smiles on the faces of our trusted customers through efficient banking and innovative solutions”.

Steve Obiago
Subsidiaries IT and Networks Head at Access Bank, Lagos

Digital Labs

We’re at the centre of creating the bold, problem-solving innovations that transform customers’ experience. Digital Labs is helping to drive Airtel Africa’s contribution to a digitised future for our customers, the economies in which we work, and for our business.

Neelesh Singh
Chief Information Officer
Airtel Africa

Digital Labs is our in-house digital hub for developing and delivering technology platforms and digital products. We work with country teams across our 14 markets and draw on Airtel Africa’s scale and market leadership to innovate technologies that enhance customers’ experiences, drive financial inclusion, and harness the power of digitalisation. Our product development focus is wide-ranging: we work on analytics, platforms, digital consumer products, enterprise product engineering, and more.

One focus this year has been improving customer service, developing digitised systems that help our teams meet customers’ needs faster through a unified customer dashboard called CS Fusion, which has brought service handling times at our shops or call centres down by 15% on average.

We also develop products to enhance customers’ use of services such as Airtel Money. In November 2021, we launched our upgraded, secure and seamless Airtel Africa Developer Portal, which uses several Open APIs and solutions to integrate remote payments with Airtel Money wallets. We also launched new products to support collections, Airtel Money remittances, bundles purchases, and more. Our innovations are helping to shape customers’ futures – and we see huge opportunities ahead as Airtel Africa continues to put digitalisation at the heart of its strategy.

At the heart of our digitised strategy.

Airtel Africa Digital Labs

Transforming lives spotlight

Airtel Africa Developer Portal: seamlessly expanding mobile money opportunities

Our upgraded Airtel Africa Developer Portal, launched in November 2021, is a further step in our drive to deliver innovative products that support customers and expand the mobile money eco-system. The self-service portal helps start-ups, small- and medium-size enterprises and service providers to integrate with our Airtel Money platform to process payments for their goods and services – for example, by allowing merchants to collect Airtel Money payments and disburse into Airtel Money wallets. It is a single platform that can support customers across diverse markets which has been designed to meet customers’ needs for data security – as well as meeting the requirements of regulators in each market. The portal has already been adopted by over one thousand such partners – and, as of 31 March 2022, has helped them make close to 5 million payment transactions, supporting their financial ambitions, ease of payments for our customers and the growth of Airtel Money.

DIGITAL LABS

Chief financial officer’s introduction to the financial review

Strengthening our balance sheet and seizing growth opportunities

The effective execution of our strategy resulted in a strong performance across all our regional segments and key services this year, enabling us to continue creating value for our stakeholders. We continued to deliver strong revenue growth and even stronger underlying EBITDA growth, with improved profitability coming from both scale benefits and increased efficiencies. The countries we operate in continue to present clear opportunities, both for our growth, and for our vision of enriching the lives of our customers. Our markets remain underpenetrated in both mobile and mobile money services, and our strategy is delivering strong financial results while helping to bridge digital divides and drive financial inclusion.

Profit and loss snapshot

Description	Unit of measure	Year ended Mar-22	Year ended Mar-21	Reported currency change %	Constant currency change %
Underlying revenue 1	$m	4,714	3,888	21.3%	23.3%
Voice revenue	$m	2,358	2,083	13.2%	15.4%
Data revenue	$m	1,525	1,157	31.8%	34.6%
Mobile money revenue 2	$m	553	401	37.9%	34.9%
Other revenue	$m	407	347	17.4%	19.9%
Expenses	$m	(2,413)	(2,107)	14.5%	16.4%
Underlying EBITDA 3	$m	2,311	1,792	29.0%	31.2%
Underlying EBITDA margin	%	49.0%	46.1%	294 bps	296 bps
Depreciation and amortisation	$m	(744)	(681)	9.3%	11.3%
Operating exceptional items 4	$m	(32)	14	–	–
Operating profit	$m	1,535	1,119	37.2%	39.4%
Net finance costs 5	$m	(403)	(423)	(4.6%)
Non-operating exceptional items 6	$m	92	–	–
Profit before tax	$m	1,224	697	75.6%
Tax	$m	(471)	(318)	48.2%
Tax – exceptional items	$m	236	–
Total tax charge	$m	(469)	(282)	66.3%
Profit after tax	$m	755	415	82.0%
Non-controlling interest	$m	(124)	(76)	62.9%
Profit attributable to owners of the company – before exceptional items	$m	602	308	95.9%
Profit attributable to owners of the company	$m	631	339	86.3%

1. Revenue includes intra-segment eliminations of $129m for the year ended 31 March 2022 and $100m for the prior year.# Strategic report 74

Air tel Af r ic a pl c A nnu al R ep or t and A cc oun t s 2022

From a nanci al perspective , we continued our focus on four main objec tives this yea r :

1. Grow ing our operat ing prot abil it y
   We c onti nue d to inves t in improvin g our o per atin g prot abili t y by dri ving high er revenue grow th and , through our focus on operat ing ec ienc ies , improvi ng our underl yin g EBIT DA ow thro ugh . Under lyi ng EB IT DA margin improve d by 294 basis p oint s to 4 9.0 % and operat ing prot during the year grew by 37 . 2% in repor ted curren cy, w ith cons t ant curren cy grow t h of 39.4%.

2. Impr oving ou r retur n on ca pit al
   We c onti nuall y monitor our return on capi tal to ensure t hat our capex has been depl oyed ec ient ly and eect ive ly. T elc oms is a cap ita l- intensi ve business , so regu lar monito ring of our retur n on c api tal hel ps us track the per forman ce of our asset s while also takin g long- ter m nanc ing into conside rati on. Our retur n on c api tal empl oyed has improve d to 23. 3% , from 1 6. 5% i n the prior year .

3. Strengthening our balance s heet and improving leverage
   Our shor t -ter m objec t ive is to st reng the n our balan ce sheet by cont inual ly reduc ing our debt at H old co level , increase debt in our Op Cos and reduc e our leverage posi tio n. I am please we delivere d on all 3 o bje ct ives . In the las t 1 2 mont hs, we repaid a $91 5m bond when due in May 202 1, and i n March 2 022 rep aid $505m bonds one year earl ier than their March 202 3 redempt ion date. We were able to make the se repayme nt s becaus e of ou r increase d cash generat ion , and by using the pro cee ds from Air te l Money minor it y invest men ts and tower sales . Our lever age posit ion cont inu ed to i mprove ( 1. 3x as of March 20 22 ) dri ven both by EB IT DA expans ion and reduci ng our debt. Fina lly, ou r balance shee t continu ed to be de -r isked thro ugh a redu ct ion of net d ebt and increase d loca lisat ion of our debt into the Op Cos , such that our gross OpCo debt of $2,92 1m is now higher than our remainin g HoldC o debt of $1,0 0 0m . Going for w ard we w ill cont inue to focus on c ont inuin g stren gt henin g our balan ce sheet .

4. Retur ns to shareh olde rs
   Our four t h nancial obje c tive was to en hanc e returns to sh areho lde rs over the medium - to lon ger-term . Dur ing the year , the Boa rd approved an upgra de to t he progre ssive div iden d polic y , aimin g to grow the divi den d annually by a mid- to high -si ngle - d igit perc ent age fro m a new base of 5 ce nt s per share fo r F Y ’ 22. We paid an inte rim div iden d of 2 cent s per ordinar y s hare in De cem ber 202 1. The Boar d recomm ende d a  nal divide nd of 3 cent s per share and increase of 2 5% com pare d to th e prior year . Basi c EPS w as 1 6 .8 cen ts , an impro vement of 7 .8 cent s , up f rom 9.0ce nt s in t he prior per io d.

Outlook

Our dynam ic business mod el conti nues to deliver value to all o ur st akeho lde rs , not jus t nanciall y but by t rans for ming lives in our comm unit ies and suppo r tin g the econo mies of the countr ies where we operate . W e bel ieve that the fundame nta ls of our busin ess remain st rong , and we re main well posit ione d to s eize grow th opp or tu nit ies whil e at t he same time conti nuing to stren gt hen our balance she et , improve our retur n on c api tal and increas e return to sha reho lde rs .

Jaideep Paul
Chief nan cial oc er
1 0 May 202 2

• Re por ted revenue grew by 20. 6% to $4, 71 4m and cons tan t cur renc y under ly ing revenue grew 2 3 . 3% f or the year .
• C ons tan t currenc y under ly ing revenue grow t h was s tr ong in all regi ons: Nig eria up 2 7 . 7 % , East Afri ca up 2 2.7% an d Francop hon e Afr ic a up 1 7 . 2%; and across all k e y ser vic es , with revenue in V oi ce up 1 5.4% , Data up 34.6% and Mobi le Money up 34.9%.
• Un der ly ing EBI TDA of $ 2, 3 11 m , grew by 29.0 % in rep or ted c u r r e n c y.
• Un der ly ing EBI TDA margin of 49.0 % , increase d by 294 basis p oint s .
• O per atin g prot grew by 37 . 2% to $1,535m in rep or ted curren cy.
• Pro t af ter tax grew by 82.0 % to $755m.
• B asic EPS of 16.8 cent s, an increase of 86.5% . EPS befo re except iona l items of 1 6.0 cent s (F Y ’21: 8 .2 cent s) .
• O per atin g free cash ow of $1,655m, up 40 .5% , with net cash gen erate d from operat ing ac tiv it ies up 20. 7% to $2,0 11 m. Over the last t welve mont hs the business has repaid nearly $1.4bn of debt at Holdc o as a result of stro ng cash upst reaming acros s its Op Cos and proc ee ds from minori t y investm ent s in mobi le money and tower sales .
• Leve rage rati o improved to 1.3x f rom 2.0x in the prior year , wit h $1 b n of de bt now h eld at Hold Co (F Y ’21: $2.4b n ).
• Cus tom er base of 128.4 milli on, up 8. 7 % , with increas ed pene trat ion acros s mobile data ( cus tom er base up 15.2% ) and mobile mon ey ser vice s ( cus to mer base up 20.7% ). NIN/S IM regu latio ns in N iger ia impa cte d custom er grow th in H 1, but then return ed to st ron g grow t h, addi ng 4 mil lion cus tome rs in Nig eria duri ng H2’22.
• T he Boar d recomm ends a  nal divid end of 3 cent s per share, makin g total FY ’ 22 d ivid end 5 cents per share (F Y ’21: 4 cent s) .

Performance highlights 75

Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Financial review

GA AP measures

Revenu e

Rep or te d revenue grew by 20.6% to $4 , 71 4m. The prio r year bene tted fro m a on e -ti me exceptio nal revenue of $2 0 m relatin g to a set tle ment in Niger. E xclu ding this , revenue grew by 21.3% in re por ted curre nc y and by 23.3% in c ons ta nt curren cy. C ons ta nt curren cy grow t h of 23.3% was p ar t ially os et by c urre nc y devaluati ons , mainly in t he Nige rian naira ( 5.6% ) and the Malawia n kwacha (7 .2%) , in turn par t iall y oset by appr eciat ion in the Ugandan shilli ng ( 4.1 % ) and Zamb ian kwac ha ( 4.4% ). Revenue grow th for the year bene ted fro m a weaken ed per forman ce in the rst quar te r of t he prior year duri ng the peak peri od of C ovi d- 19 res tr ic ti ons across the regio n.

Underlying revenue ( $m )	FY’2 2	FY’2 1
	4 ,7 14	3,908
Growth % in reported currency	20.6%	14 . 2 %

• 1 Re ven ue inc lud es one - t ime exce pt ion al reve nue of $20 m relat ing to a sett le me nt in Nig er in the year e nde d Marc h 202 1
• 2 G row th % i n repo r te d cur ren cy

Ope rati ng prot

Oper atin g pro t grew b y 3 7 .2% to $1,535m in r epo r te d currenc y as a resul t of s tro ng revenue grow th and improve ment s in operat ing ec ienc y across all our regions . Oper atin g prot inclu de d a on e -ti me cos t of $ 32 m consis t ing of a $1 2m provisio n for ex pe cte d sett lem ent of a co ntr act ual dispute in which one of G rou p’s subsi diar ies is a par t y, and $20m cost s relatin g to an agree ment on histor ic spe ct rum fees in one of the Group’s s ubsidiar ies . This compa red to the pri or year whic h incl ude d a gai n of $20m for a o ne -t ime set tl emen t in Ni ger, whi ch was par t iall y oset by one - o cost s of $6 m in Fra nco pho ne Afri ca . E xclud ing excepti onal items , operat ing pro t grew by 4 1.9% .

Operating prof i t ( $m )	FY’2 2	FY’2 1
	1 , 5 3 5	1, 119
Gro w th % in repor ted curren cy	3 7. 2 %	24 . 2 %

Net nance cost s

Net nanc e cost s were broadl y at, as l ower foreig n exchange and der ivat ive losses , highe r interest inc ome and a o ne -t ime $ 12 m gain in othe r nance charge s as a result of the rever sal of an interes t provision in one of ou r operat ing enti ties were ose t by a one - o cos t of $19m for the appli cab le premium paid on the early repaym ent of t he $505m bon ds in Ma rch 202 2.

And it also exclu de s one -t im e excep tio nal rev enu e of $20m rel ati ng to a s et t lem ent in Nig er in the year en de d 3 1 Marc h 202 1.
2 M ob ile mo ney reve nu e post int ra - se gme nt eli mina tio ns wit h mob ile se r vi ce s was $4 24m for the year end ed 31March 2022, and $301m fo r the pr ior yea r.
3 U nde rl yi ng EB IT DA incl ud es oth er inc ome of $1 0 m for the year end ed 31 M arc h 2022, a nd $1 1m for the pr ior yea r.
4 O pe rat in g except io nal ite ms of $32m in th e year end ed 3 1 March 2022 consis t s of a $12m provis ion fo r exp ec te d set tl em ent of a co ntr ac tua l dispu te in whic h one of the Gro up’s subsi dia ri es is a pa r t y and $20m cos t s of agre ein g hist or ic al spe ct r um fees in one of the Gr oup ’s subs idi ari es . The pr io r year oper at ing exc ept io nal ite ms inc lud es exce pti ona l reven ue rela tin g to a on e -t im e set tl eme nt in Nige r for $20m , par t iall y os et by one - o cos ts of $6m in Franc op ho ne Afr ic a.
5 N et nan ce cos t s in the year end ed 31 M arc h 2022 exc lu des a one - o co st of $1 9 m on prep aym ent of $505m bo nds in Marc h 2022.
6 N on - op er atin g exce pt ion al item s in th e year ende d 3 1 Mar ch 2022 inc lu de a gain of $1 11 m on the sale of tel ec omm uni ca ti on towe r asset s in the Gro up’s subs idia ri es in T a nza nia , Mala wi , Madag asc ar, a nd Rw and a, par t iall y o set by cos t s of $19m o n prep aym en t of $ 505m of bon ds.

The countries we operate in continue t o present clear oppor tunit ies, both for our growt h, and for our vi sion of enriching t he lives of our customers. O ur dynamic busines s model continues to deliv er value to all our st akeholders.

Jaideep Paul
Chief nan cial oc er

Underlying revenue $ 4,714 m
Reported currency +21.3%
Constant currency +23.3%

Underlying EBITDA $ 2,311 m
Reported currency +29.0%
Constant currency +31.2%

Operating profit $1,535 m
Reported currency +37.2%
Constant currency +39.4%

Capex $656 m
% change +6.9%

Basic earnings per share 16.8 cents
% change +86.5%

All nancial num ber s are in repo r te d curr en cy## Strategic report

76 Air tel Af r ic a pl c A nnu al R ep or t and A cc oun t s 2022

Prof it af te r ta x ($m)

	March ’21 reported profit after tax	March ’22 reported profit after tax	March ’21 profit after tax excluding exceptional items	March ’22 profit after tax excluding exceptional items
Operating profit	693	755	693	755
Finance cost	(153)	(50)	(153)	(50)
Tax	415	462	365	462
March ’22 exceptional items				(19)
March ’21 exceptional items			19
Total	415	755	365	62

MA RC H 2 021 MA RCH 2022

Financial review continued

Additionally, interest costs were also broadly flat as lower interest costs on our reduced market debt were offset by an increase in interest costs on lease liabilities. The Group effective interest rate increased to 5.6% compared to 4.9%, largely driven by repayment of the EUR750m bond in May 2021, which carried a lower-than-average coupon, and due to higher local currency debt at the OpCo level. In line with our strategy to continue to reduce foreign currency debt at Holdco, we also repaid $505m bonds in March 2022, one year earlier than their March 2023 redemption date. One-off costs of $19m, including applicable premium, have been recorded under non-operating exceptional items, while the Group will save an aggregate of c. $26m on interest payments from the early redemption.

Taxation

Total tax charges were $469m, an increase of $187m, driven by higher operating profit and withholding tax on dividends by subsidiaries. The prior year also benefited from the recognition of a deferred tax credit of $36m in Tanzania.

Profit after tax

Profit after tax increased by 82.0% to $755m. This increase was mainly led by higher operating profits and stable net finance costs which more than offset the associated increase in tax charges. Exceptional gains were also $12m higher than the prior year.

Basic EPS

Basic EPS climbed to 16.8 cents, an improvement of 7.8 cents (+86.5%) from 9.0 cents in the prior year. This increase was mainly due to higher operating profits which more than offset increased tax charges and higher non-controlling interests (due to higher profit contributions in OpCos with minority shareholdings, new minority shareholdings in Airtel Money partially offset by lower minority interests in Airtel Nigeria as a result of the successful share buy-back).

Net cash generated from operating activities

Net cash generated from operating activities was $2,011m, an increase of 20.7% from $1,666m in the prior period. The increase was largely driven by higher profit before tax of $527m, which was partially offset by higher tax payments on the increased profits and withholding tax on dividends by subsidiaries. Over the last twelve months the business has repaid nearly $1.4bn of debt at Holdco as a result of strong cash upstreaming across its OpCos and proceeds from minority investments in mobile money and tower sales.

Alternative performance measures

Underlying revenue

Underlying revenue in constant currency grew by 23.3%, driven by both customer base growth of 8.7% and ARPU growth of 15.4%. The slowdown in customer base growth was due to the introduction of new SIM registration regulations in Nigeria. Excluding Nigeria, the customer base grew by 10.2%. In Nigeria, our customer base returned to growth in the second half of the year, adding a net 2.4 million Strategic report 76 Air tel Af r ic a pl c A nnu al R ep or t and A cc oun t s 2022 customers for the full year. At the end of the year our total customer base was 128.4 million, an increase of 10.2 million. ARPU growth of 15.4% was driven by all our key services: with data contributing 7.7%, voice contributing 4.3%, mobile money contributing 2.7%, and the balance coming from other revenue, which was marginally impacted in Q4 from the loss of tower sharing revenues relating to towers sold during the year. Revenue growth was recorded across all our regions and key services. Underlying revenue in Nigeria grew by 27.7%, in East Africa by 22.7%, and in Francophone Africa by 17.2%. Voice revenue grew by 15.4%, data revenue grew by 34.6% and mobile money revenue grew by 34.9% in constant currency.

Underlying EBITDA

Underlying EBITDA was $2,311m, an increase of 29.0% in reported currency and of 31.2% in constant currency. Growth in underlying EBITDA was led by revenue growth and supported by improved operating efficiencies. The underlying EBITDA margin improved by 294 basis points in reported currency to 49.0%. Foreign exchange had an adverse impact of $58m on revenue, and $26m on underlying EBITDA, as a result of devaluations of the Nigerian naira and the Malawian kwacha, in turn partially offset by appreciations of both the Ugandan shilling and the Zambian kwacha. With respect to currency devaluation sensitivity, on a 12-month basis, a 1% currency devaluation across all currencies in our OpCos would have a negative impact of $43m on revenues, $26m on underlying EBITDA and $21m on finance costs. Our largest exposure is to the Nigerian naira, for which a 1% devaluation would have a negative impact of $18m on revenues, $11m on underlying EBITDA and $7m on finance costs.

Underlying EBITDA ($m)

	FY’22	FY’21
EBITDA margin %	49.0%*	46.1%*
Total	2,311	1,792

Tax

The effective tax rate was 39.0% compared to 43.2% 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 33%, largely due to the profit mix between various OpCos and withholding taxes on dividends by subsidiaries.

Exceptional items

Operating exceptional items of $32m in the year ended 31 March 2022 consists of a $12m provision for expected settlement of a contractual dispute in which one of the Group’s subsidiaries is a party and $20m costs of agreeing historic spectrum fees in one of the Group’s subsidiaries. The prior period operating exceptional items includes exceptional revenue on account of a one-time settlement in Niger amounting to $20m, partially offset by a one-off cost of $6m in Francophone Africa. Non-operating exceptional items in the year ended 31 March 2022 include a gain of $111m on the sale of telecommunications tower assets in the Group’s subsidiaries in Tanzania, Malawi, Madagascar, and Rwanda, partially offset by one-off cost of $19m including applicable premium paid on the early repayment of $505m bonds in March 2022. Exceptional tax benefit of $2m recognised in the year mainly relate to the provision for the contractual dispute in which one of the Group’s subsidiaries is a party, and the $36m in the prior year relates to deferred tax credit recognition in Tanzania.

EPS before exceptional items

EPS before exceptional items almost doubled to 16.0 cents, up by 96.0% (+7.8 cents) from 8.2 cents in the prior year. This increase was mainly due to higher operating profits which more than offset the increased tax charges and higher non-controlling interests (due to higher profit contributions in OpCos with minority shareholdings, new minority shareholdings in Airtel Money partially offset by lower minority interests in Airtel Nigeria as a result of the successful share buy-back).

Description	UoM	March 2021	March 2022
Weighted average shares outstanding 2021	m	3,758
Weighted average shares outstanding 2022	m		3,754
EPS before exceptional items	$ cents	8.2	16.0
Exchange	$ cents	(0.3)
Operating profit (constant currency)	$ cents	12.7
Net finance charges	$ cents	0.5
Derivatives and Forex gain/(loss)	$ cents	0.2
Finance charges (excluding derivatives and Forex)	$ cents	0.3
Tax	$ cents	(4.2)
Others*	$ cents	(0.9)

• Others includes a change in minority shareholder PAT and profit/(loss) on joint ventures

Operating free cash flow

Operating free cash flow increased by 40.5% to $1,655m, as higher underlying EBITDA more than offset increased capital expenditure. Capital expenditure in the prior year was slightly lower due to logistical challenges as a result of the pandemic.

Strategic investment and asset monetisation

We received a minority investment of $550m from four investors in Airtel Mobile Commerce B.V. The Rise Fund invested $200m, Mastercard $100m, Qatar Holding LLC (QIA) $200m and $50m from Chimera Investment LLC.

Tax

Description	Unit of measure	Year ended March 2022	Year ended March 2021
		Profit before taxation	Income tax expense
Reported effective tax rate	$m	1,224	469
Adjusted for:
Exceptional items	$m	(60)	2
Foreign exchange rate movements for non-DTA operating companies and holding companies	$m	50	–
One-off adjustment and tax on permanent differences	$m	(12)	(2)
Effective tax rate	$m	1,202	469

77 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Strategic report

Financial review continued

Additionally, the sale of towers in Tanzania, Malawi and Madagascar resulted in total gross proceeds of $284m, out of which $240m has been received so far from the first closing of tower sales. We also continue to pursue further potential sales of our tower assets in Chad and Gabon.Leverage and balance sheet measures Leverage (net debt to underlying EBITDA) improved to 1.3x at 31 March 2022, from 2.0x at 31 March 2021, largely driven by increased cash generation, expansion in underlying EBITDA and receipts of $550m from mobile money minority investments. Our balance sheet continued to be de-risked through a reduction of HoldCo debt (now $1bn, down from $2.4bn in the prior year) and increased localisation of our debt into the OpCos, such that our gross OpCo debt of $2,921m (including lease obligations) is now significantly higher than our HoldCo debt of $1,000m.

Description	March 2022	March 2021
$m Underlying EB IT DA	$m Underlying EBITDA	$m Underlying EBITDA
Foreign currency	1,657	2,870
Holdco	1,000	2,388
OpCos	657	482
Local currency	604	452
OpCos	604	452
Less: cash and cash equivalents	980	1,069
Net debt, excluding lease obligations	1,281	2,253
Lease obligations	1,660	1,277
Net debt, including lease obligations	2,941	3,530

Net cash generated from operating activities

Particulars	March 2022 $m	March 2021 $m	Change $m
Underlying EBI TDA	2,311	1,792	519
Other non-cash items	(38)	(7)	(31)
Operating cash flow before changes in working capital	2,273	1,785	488
Change in working capital	31	76	(45)
Net cash generated from operations before tax	2,304	1,861	443
Income tax paid	(293)	(195)	(98)
Net cash generated from operating activities	2,011	1,666	345

Net debt bridge

Particulars	March 2022 $m	March 2021 $m
Net cash generated from operating activities	2,011	1,666
Cash capex (tangible)	(717)	(645)
Cash capex (intangible)	(22)	(270)
Cash interest	(351)	(302)
Repayment of lease liabilities	(251)	(208)
Dividend paid to non-controlling interests	(48)	(9)
Subtotal (a)	622	232
Dividend to Airtel Africa plc shareholders	(169)	(169)
Acquisition of non-controlling interest	(164)	(7)
Increase in mobile money wallet balance	(64)	(139)
Proceeds from sale of tower assets	251	–
Proceeds from sale of shares to non-controlling interests	550	–
Others	(13)	(12)
Subtotal (b)	391	(327)

Particulars	March 2022 $m	March 2021 $m
Addition of lease liabilities	(651)	(359)
Repayment of lease liabilities	251	208
Foreign exchange on borrowings and cash flows	(24)	(37)
Subtotal (c)	(424)	(188)
Net debt (increase)/decreased = a+b+c	589	(283)
Opening net debt	3,530	3,247
Closing net debt	2,941	3,530

Purchase of intangible assets
Purchase of intangible assets of $22m includes $10m payment for an additional licence in Kenya. Previous year amount of $270m mainly includes licence renewals in Nigeria for $182m and $65m in Uganda.

Dividend paid to shareholders
During the year, the Board approved an upgrade to the progressive dividend policy, aiming to grow the dividend annually by a mid-to high-single-digit percentage from a new base of 5 cents per share for FY’22. Final dividend payment of 2.5 cents per ordinary share for year ended 31 March 2021 was paid during the year and an interim dividend payment of 2 cents per ordinary share. The Board recommended a final dividend of 3 cents per share for year ended 31 March 2022.

Proceeds from sale of shares to non-controlling interests
In line with the Group’s pursuit of strategic investment in our mobile money business, we received a minority investment of $550m from four investors in Airtel Mobile Commerce B.V. – refer to Note 5(g) of consolidated statement of financial position as set out on page 178 for details.

Proceeds from sale of tower assets
With the focus on an asset-light business model and on its core subscriber-facing operations, the Group has received proceeds of $251m from the sale of tower assets in Tanzania, Malawi, Madagascar and Rwanda. Refer to Notes 5(c) to 5(f) of consolidated statement of financial position as set out on page 177 - 178 for details.

Acquisition of non-controlling interest
During the year Airtel Networks Limited (‘Airtel Nigeria’), a subsidiary of Airtel Africa plc, completed the buy-back of 8.22% non-controlling interest (out of an existing 8.26%) from minority shareholders for a consideration of $163m (including directly attributable transaction costs). Refer to Note 5(h) of consolidated statement of financial position on page 178 for details.

Foreign exchange on borrowings and cash flows
Foreign exchange on borrowings and cash flows primarily represents loss on account of restatement of EUR bonds due to appreciation of euro against US dollar.

Financial information by service
We provide performance data for our mobile voice and data services and Airtel Money in our business review on pages 68-71.

Financial information by market
We provide performance data for each of our markets in our business review on pages 62 - 67.

Strategic report 78 Airtel Africa plc Annual Report and Accounts 2022

Consolidated statement of financial position
The consolidated statement of financial position is set out on page 163. Details on the major movements of our assets and liabilities in the year are set out on this page.

Assets

Property, plant and equipment
Property, plant and equipment (including capital work in progress) increased by $171m to $2,403m. This was due to capital expenditure of $646m linked to continued investment in network assets, which was partially offset by $418m of depreciation and sale of the tower assets.

Right of use assets
Right of use assets increased by $310m to $1,109m. The increase of $539m was due to the capitalisation of the present value of telecommunication towers taken on long-term lease (including additional sale and lease back in four markets), partially offset by $211m of depreciation.

Deferred tax assets (net)
Deferred tax assets decreased by $92m mainly due to utilisation of deferred tax assets in Airtel Nigeria on account of improved taxable profits.

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 $73m.

Total equity and liabilities

Total equity
Total equity increased by $296m to $3,649m. This was linked to the $755m profit for the period, partially offset by the $169m dividend to shareholders of Airtel Africa, the $164m impact of the buy-back of an 8.22% non-controlling interest in Airtel Nigeria and $76m dividend to minority shareholders in subsidiaries.

Borrowings
Gross borrowings (including short-term borrowings) reduced by $684m to $3,932m. This was largely due to repayment of a $915m bond which was due in May 2021 and prepayment of $505m bonds one year earlier than their March 2023 redemption date, offset by an increase in lease liabilities by $383m and the drawdown of an external loan. Net debt of the Group as of 31 March 2022 was $2,941m.

Non-current liabilities
Non-current liabilities (excluding borrowings) increased by $592m. This was largely due to the recording of a put option liability at the present value of the expected buy-back amount relating to investments by the Rise Fund and Mastercard into AMC B.V.

Current liabilities
Current liabilities (excluding borrowings) increased by $168m to $1,964m. This was largely due to a $64m increase in mobile money wallet balance, consistent with the growth in mobile money cash as described above and a $47m increase in current tax liabilities (net).

Further details of the Group’s liquidity position and going concern assessment are shown on page 166, Note 2.2 of the financial statements.

Dividends

The Board has recommended a final dividend of 3 cents per ordinary share for the year ended 31 March 2022. The proposed final dividend will be paid on 22 July 2022 to all ordinary shareholders who are on the register of members at the close of business on 24 June 2022. We will announce more details in due course. We paid an interim dividend of 2 cents per ordinary share in December 2021.

Non-financial information statement
We are pleased to set out below where you can find information relating to non-financial matters in our strategic report, as required under sections 414CA and 414CB of the Companies Act 2006.# Strategic Report

Managing Our Risk

We operate in 14 markets across Africa. Our markets offer both long-term growth opportunities and a diverse range of risks and uncertainties. Managing these risks is an essential part of delivering our strategy. It means we can continue to create value for our business and shareholders, and for the millions of people whose lives we help transform.

Identifying and Managing Risk

The directors have carried out a robust assessment of the company’s principal and emerging risks to comply with Provision 28 of the Governance Code. We have designed our risk management framework to give us a consistent means of identifying, mitigating and monitoring risk across all 14 of our operating companies and Group entities. It provides senior management and our Board with oversight over our principal risks, and promotes a bottom-up approach to identifying and managing risks across the Group.

Risk Management Governance

The Airtel Africa plc Board has overall responsibility for the Group’s risk management framework and processes. Through the Audit and Risk Committee, the Board oversees the Group’s risk management framework and regularly reviews its principal risks as well as emerging risks that may impact the Group. Within that overarching framework, the governance of risk management has been cascaded to various levels across the organisation to allow effective management of the Group’s risks. The framework covers the interplay between risks impacting Airtel Africa as a whole and risks identified at either the operating company (Op Co) level (geography-related) or the functional level (business function-related).

Our Group Executive Risk Committee (ERC) evaluates and prioritises the principal risks with the potential to undermine our strategy, business model and solvency, in line with our overall risk appetite. The committee also reviews on an ongoing basis the external business environment to identify emerging risks which could potentially have an impact on the Group’s business in the future.

Group functional teams identify functional risks cutting across our Op Cos 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 Op Co identifies risks within their business environment and takes appropriate mitigation actions. The governance of risk management at each Op Co rests with the OpCo Executive Risk Committee (ERC) and the Op Co Board, which is responsible for risk management processes and oversees the OpCo’s principal risks and the effectiveness of its mitigation actions.

We proactively manage our risk framework, because assessing and managing risk underpins day-to-day working across Airtel Africa, as well as supporting our key operating and financial decisions.

Ravi Rajagopal
Chair, Audit and Risk Committee

---

Understanding and Managing Our Risk Environment to Support the Group’s Objectives

Strategic report

80 Airtel Africa plc Annual Report and Accounts 2022

Board – Audit and Risk Committee

The Board has overall responsibility for the Group’s risk management processes. Through the Audit and Risk Committee (ARC), the Board oversees the Group risk management framework, approves the Group’s risk appetite, and regularly reviews our principal and emerging risks. The Board maintains oversight on the effectiveness of the Group’s risk management processes through regular reviews of the Group’s principal and emerging risks. This year, the ARC carried out several detailed thematic risk reviews across a number of functions within the business.

Group Executive Risk Committee

The 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 Committees

The Group executive functional heads are responsible for identifying and mitigating risks across the Group within their functional area. They are responsible for embedding risk management within operational business processes. The Group’s risk register is created from risks identified either by the Group functional heads or the OpCo Executive Risk Committees. The Group functional heads carry out ongoing risk reviews as part of their operational functional processes. These risk reviews address risks within their functions across the Group’s operating footprint.

OpCo Executive Risk Committee and OpCo Board

The OpCo Executive Risk Committee (ERC) performs a similar role to the Group ERC. It is responsible for implementing the risk management framework in our subsidiaries. It identifies risks within the local environment and mitigation actions to manage those risks. Each OpCo Board has overall responsibility for the risk management process within that OpCo. The OpCo ERC meets on a quarterly basis while the OpCo Boards review the OpCo’s principal and emerging risks at least on a semi-annual basis.

Risk Identification Process

Our Risk Appetite Framework
Airtel Africa’s Principal Risks
Risks impacting the Group’s strategy, business model and solvency
Emerging risks
Ongoing review of the external environment and potential risks

IDENTIFY	OpCo Function	Risks are identified by analysing external and internal context both at an operating subsidiary and at a Group functional level
RISK ANALYSIS		Assess each risk
Likelihood	Impact	Impact / consequence
RANK		Score and prioritise each risk
Risk rating		Discuss and validate each risk

During the year, the Board approved the Group’s risk appetite framework and statement. The risk appetite framework formalises the Group’s risk appetite, tolerance limits and governance oversight processes to ensure that risks across the Group are managed within acceptable limits. Airtel Africa adopts a four-point scale for risk appetite, described below.

Open	We strongly accept these risks as they are incidental to the achievement of our business objectives. These risks provide good risk/reward trade-off, and internal competencies exist to manage or exploit these risks effectively.
Flexible	We are open to accepting these risks on a justifiable basis. We will consider available options and select the option that provides good returns with an acceptable level of risk in the pursuit of our objectives.
Cautious	We will accept these risks only if essential, with limited potential for a negative outcome. We prefer to avoid these risks and where these risks are accepted, the risks are carefully measured and monitored.
Adverse	We are strongly opposed to these risks and prefer to avoid them. We are not open to any risk/return trade-off and will always accept the lowest risk option for these risks.

Almost certain Likely Possible Unlikely

Minor Moderate IMP ACT LIKELIHOOD Significa nt Extreme

1 2 11 4 5 6 7 8 9 10 3 3 Risk heat map (residual risks)

Managing our risk continued

Category	Philosophy / approach	Reference in heat map
Strategic risks	These are risks arising from changes in our external business environment such as macro-economic conditions or market / competitive dynamics	1 2 3
Operational risks	Risks affecting our ability to effectively operate our business model across a variety of functional areas	4 5 6 7 8 9
Financial risks	Risks impacting our liquidity or solvency, financial reporting, or capital structure	10
Governance and compliance risks	Risks affecting our ability to comply with our legal, regulatory and governance obligations	11

We operate in 14 countries across Africa with significant market opportunities arising from low penetration of telecommunications and banking services. The Group is bullish on the opportunities that Africa presents and is generally open to taking increased levels of risks to capture these market opportunities.

Delivering on the Group’s strategic objectives requires an effective operating model, execution excellence and operational rigour, with a focus on customer satisfaction across the organisation. This operational excellence will ensure that the Group can continue to deliver incremental revenue growth at minimal marginal costs resulting in a positive flow-through to profitability.

The Group is committed to prudent financial management built on a robust system of controls and effective business partnering. The Group is flexible in its risk-taking approach to financial management to support the Group’s strategic growth objectives but averse towards any form of violation of its system of key financial and internal controls.

Airtel Africa is committed to complying with laws and regulations in the jurisdictions where it operates and averse to violations of its legal or regulatory obligations.

How we classify our risks

We classify our risks using the categorization methodology shown below. Our risk classification allows for a consistent approach for risk identification and communication across the Group.

Strategic risk

1. Adverse competition and market disruption
2. Digitalisation and innovation
3. Covid-19 (FY’22)
4. Covid-19 (FY’21)

Operational risk

1. Technology obsolescence
2. Cyber and information security threats
3. Increase in cost structure
4. Leadership succession planning
5. Internal controls and compliance
6. Network resilience and business continuity

Financial risk

1. Exchange rate fluctuations and availability of foreign currency for repatriation

Governance and compliance risk

1. Non-compliance to legal and regulatory requirements

Currently, all the principal risks are within our risk appetite.

Principal risks and mitigation

RISK	RISK	RISK
Adverse competition and market disruption	Covid-19	Digitalisation and innovation
Description of risk	How we mitigate this risk	Risk appetite
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.	1. Ongoing monitoring of competitive landscape and competitor activities 2. Driving penetration of bundle offerings to lock in customers, increase affordability and reduce churn 3. The continued growth of our Airtel Money business and the increased penetration of our GSM customers using Airtel Money services helps to increase customer ‘stickiness’ on our network 4. Simplifying customer experience through self-care and other apps, including customer touchpoints	Strategic risks: Open, Cautious, Open
Covid-19 continues to be both a healthcare crisis and a major disruptor in the lives of people and the economic activities of businesses and governments across the world. The pandemic has underlined how critical telecoms are to the countries in which we operate, and throughout the crisis we have maintained our services as well as supporting communities, including by coordinating medical relief with respective governments. While the pandemic has shown the continued resilience of our operating model, we continue to monitor the evolution of the pandemic to prevent any negative adverse impact on the Group’s ability to operate its business effectively.	1. The Group’s business continuity plans ensure minimal disruption in our abilities to provide critical telecom services 2. The Executive Committee maintains oversight of the Group OpCo crisis management teams 3. The Group’s operations continue to adopt a flexible work-from-home policy 4. Digital self-care channels through which customers can access the company’s products and services and resolve basic customer queries	Strategic risks: Open, Cautious, Open
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.	1. Rollout of digital apps and self-care channels to simplify customer experience 2. Focus of Airtel Africa 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	Strategic risks: Open, Cautious, Open
Risk owners
Sales and distribution director and head of marketing and home broadband, Chief executive officer, Chief information officer

RISK
Technology obsolescence
Description of risk
An inability to effectively and efficiently invest in and upgrade our network and IT infrastructure would affect our ability to compete effectively in the market. While we continually invest in improving and maintaining our networks and IT systems to address current levels of volume and capacity growth, we need to continue to commit substantial capital to keep pace with rapid changes in technology and the competitive landscape.
How we mitigate this risk
1. Refreshing our IT infrastructure with a focus on cloud technology 2. Network modernisation project involving upgrades to our core (mobile switching) and packet (mobile data) networks 3. Reducing the cost of network operations by adopting radio agnostic technology, single RAN, which allows easy switching of network resources and spectrum between 2G, 3G and 4G networks at minimal marginal costs
Risk appetite
Flexible
Risk owners
Chief technology officer and chief information officer

Key to our strategic pillars

• Win with network
• Win with distribution
• Win with data
• Win with mobile money
• Win with cost
• Win with people

Principal risks and mitigation continued

RISK	RISK	RISK	RISK
Internal controls and compliance	Cyber and information security threats	Increase in cost structure	Leadership succession planning
Description of risk	How we mitigate this risk	Risk appetite	Risk owners
Gaps in our internal control and compliance environment could affect our reputation and lead to financial losses. Our financial reporting is subject to the risk that controls may become inadequate due to changes in internal or external conditions, new accounting requirements, or delays or inaccuracies in reporting.	We continue to implement internal risk management and reporting procedures at Group and OpCo levels to protect against risks of internal control weaknesses and inadequate control over financial reporting.
Cyber security threats through internal or external sabotage or system vulnerabilities could potentially result in customer data breaches and/or service down times. Like any other business, we are increasingly exposed to the risk that third parties or malicious insiders may attempt to use cyber-crime 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.
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.
## Airtel Africa plc Annual Report and Accounts 2022

RISK Network resilience and business continuity

Description of risk

Our ability to provide unparalleled quality of service to our customers and meet quality of service (QoS) requirements depends on the robustness and resilience of our network and IT infrastructure and our ability to respond appropriately to any disruptions. Our telecommunications networks are subject to risks of technical failures, aging infrastructure, human error, willful 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.

How we mitigate this risk

• Implementing geographically-redundant disaster recovery sites to provide back up for our networks and IT infrastructure across our Op Cos
• 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

Risk appetite

Adverse

Risk owners

Chief technology officer and chief information officer

Operational risks continued

Description of risk

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. We need to continually re-evaluate our operating model and cost structure to identify innovative ways to optimise our costs and improve profitability. 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’s 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.

How we mitigate this risk

• Continuous review of our operating model and supply chain processes to identify cost optimisation opportunities
• Rolling out various initiatives to optimise our operating structure to improve business performance
• Long-term planning and buying strategies mitigating the effects of short-term disruptions within our supply chain

Risk appetite

Cautious

Risk owners

Chief supply chain officer, Chief human resources officer

• Defined functional and leadership development plans for critical roles
• Ongoing identification of high-potential employees for talent development
• Long-term incentive arrangements to encourage employee retention and alignment to long-term company objectives

Key to our strategic pillars

• Win with network
• Win with distribution
• Win with data
• Win with mobile money
• Win with cost
• Win with people

RISK Exchange rate fluctuations and availability of foreign currency for repatriation

Description of risk

Our multinational footprint means we are constantly exposed to the risk of adverse currency fluctuations and the macroeconomic conditions in the markets where we operate. We derive revenue and incur costs in local currencies where we operate, but we also incur costs in foreign currencies, mainly from buying equipment and services from manufacturers and technology service providers. That means adverse movements in exchange rates between the currencies in our Op Cos 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 constrains our ability to fully benefit at Group level from strong cash generation by those Op Cos.

How we mitigate this risk

• Renegotiating Forex-denominated contracts to local currency contracts
• Hedging foreign currency denominated payables and loans, and matching assets and liabilities, where possible
• Adequate funding arrangements to mitigate any short-term liquidity constraints caused by fluctuations in Forex supply
• Geographical diversification enables access to liquidity across our footprint
• Ongoing review of asset monetisation opportunities for the reduction of foreign currency denominated loans at the Hold Co

Risk appetite

Flexible

Risk owners

Chief financial officer

RISK Non-compliance to legal and regulatory requirements

Description of risk

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. We are required to comply with Know Your Customer, anti-money laundering, anti-bribery and corruption, sanctions, data privacy, quality of service and other laws and regulations. A failure to comply could lead to unanticipated regulatory penalties and sanctions or tax levies, as well as damage to our reputation.

How we mitigate this risk

• Instituting various policies across the Group to comply with legal requirements in jurisdictions where we operate
• Continuing engagement with regulators and industry bodies on key policy matters
• Implementing a regular compliance tracking process, identifying root causes for cases of non-compliance and taking corrective actions
• Implementing an escalation process for reporting significant matters to the Group office
• Communicating with and training employees on relevant company policies

Risk appetite

Adverse-cautious

Risk owners

Chief legal officer and chief regulatory officer

Key to our strategic pillars

• Win with network
• Win with distribution
• Win with data
• Win with mobile money
• Win with cost
• Win with people

85 Airtel Africa plc Annual Report and Accounts 2022

Strategic report Principal risks and mitigation continued

Key development in principal and emerging risks within the financial year

Based on risk reviews conducted during the financial year, the following changes occurred in the Group’s emerging risks from the last financial year:

| Risk | Changes The super-agent licence is distinct from the PSB licence. Under the super-agent licence, we are able to create an agent network that can service the customers of licensed Nigerian banks, payment service banks and licensed mobile money operators in Nigeria. Final approval of the super-agent licence is subject to the Group satisfying certain standard conditions.

Digitalisation and innovation

To further strengthen our digitalisation drive and provide seamless solutions to our customers, the Airtel Africa Digital Labs team was further expanded with the launch of Airtel Africa Digital Labs in Nigeria during the year. The Airtel Africa Digital Labs team is our dedicated technology arm focused on building and scaling technology platforms and digital products that impact customers’ lives and fundamentally transform the way we operate. The team is focused on solving complex problems using latest technologies through innovative new product development spanning analytics, platforms, digital consumer products and enterprise product engineering. This allows us to improve productivity as an organisation, while providing a more seamless digital experience to our customers. For more information about Digital Labs, see page 73.

Leadership succession planning

Airtel Africa plc opened a new office in Dubai, adding to its existing administrative office locations in Nairobi, London, Amsterdam and Delhi. The Executive Committee will operate out of the new office which provides for significantly improved connectivity and enhanced cooperation with our 14 operating markets across Africa and with our other administrative offices. This new office location not only provides the Group with access to an expanded pool of global talents cutting across Europe, the Middle East and Africa but also provides flexibility in our talent acquisition and retention processes.

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. We’re committed to analysing our climate-related risks and readiness and to working towards the disclosure recommendations of the Task Force for Climate-related Financial Disclosures (TCFD), as described on pages 52-58. Our ambition is to achieve net zero GHG emissions ahead of the 2050 deadline set out in the Paris Agreement as part of our sustainability strategy, described on pages 43-58.

Our risk management framework gives our Board and Executive Committee a clear line of sight over risks and uncertainties and enables informed decision making.

Peter Odedina
Chief compliance officer

Strategic report

86 Airtel Africa plc Annual Report and Accounts 2022

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 licenses and network assets and the potential opportunities in the under-penetrated emerging African telecom sector.

For the purpose of our long-term viability assessment, the Board primarily focuses on liquidity and assesses the Group’s long-term viability assessment over a three-year period for the following reasons:

• Our three-year liquidity plan matches the current visibility of the tenure of our financing arrangements.
• The design and payout of the management incentive plan.

While the Board believes the Group will be viable over a longer period, given the inherent estimation uncertainty involved in forecasting liquidity assumptions over a longer period, the Board concluded that a three-year period provides a reasonable degree of confidence while still retaining a longer-term perspective.

Although our long-term viability assessment is performed over a three-year period which matches the current tenure of our financing arrangements as a matter of prudence, the Group also assessed viability on a five-year time horizon. Given the maturities of our existing financing arrangements which are materially within the three-year period, the assessment on this five-year period did not result in material changes in conclusion as compared to the three-year assessment period.

For goodwill impairment test, the Group has used a ten-year period, taking into account the nature of markets in which the Group operates, the period of its licenses, etc. as against the three-year period for viability assessment which focuses on Group’s liquidity plan and design/payout of management incentive plan being the core elements of long-term viability assessment.

In assessing the Group’s prospects, the directors considered 5G cellular network potential in the markets where the Group operates. The Group’s first endeavor is to secure spectrum for 5G launch and roll out 5G network in key markets. Given the relatively low 4G customer penetration in the countries where it operates, the Group will continue to focus its strategy to expand its data service and increase data customer penetration by leveraging and expanding its leading 4G network.

This assessment is prepared based on our strategy, and adequate sensitivity and stress tests have been conducted through various scenarios, both individually and collectively, based on our overall risk assessment framework.

Our communities continued to face health and economic challenges linked to Covid-19 and the Omicron variant. Over the past two years of the pandemic, the Group has developed capabilities to effectively manage and adapt its operations to cope with varying levels of disruptions attributed to the virus. The Covid-19 pandemic made clear that mobile technology, and mobile money in particular, has a huge role to play in keeping people connected, delivering vital financial support and providing safe, no-contact ways to pay for food, electricity and other life essentials. Despite the significant challenges the business faced during the course of the pandemic, our operating model proved to be resilient to the social and economic impact brought by Covid-19. However, we have continued to give specific consideration to the impact of Covid-19 on our cash flows with sensitivities performed, including possible incremental revenue decline, an unanticipated increase in costs, including additional tax and regulatory levies, currency devaluation and availability of foreign currency for repatriation to the Group. Further, notwithstanding the possible impacts of Covid-19, 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. The company ended the year in a strong financial position. Net cash generated from operating activities increased by 20.7% in the last 12 months to $2bn, and our net debt to EBITDA ratio continued to improve to 1.3x at the end of this financial year.

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 test 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 24 - 25 of this report), a three-year prospect horizon, and our strategy (see pages 31 - 42).

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.

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 80 - 86. 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 analyses and stress tests on the three-year projections.

Scenario analysis

We have quantified the impact of sensitivities on cash and liquidity headroom availability, both individually and collectively, in reasonable worst-case scenario. In assessing the impact of sensitivities on cash and liquidity headroom, we have considered various mitigating actions which could be undertaken to ensure sufficient liquidity.Our cash balances, in conjunction with $587m of committed undrawn facilities at the date of approval of these financial statements, ensure we can continue to meet our financial obligations. During the year, we repaid approx. $1.4bn of bonds. EUR750m ($915m) bond was repaid when due in May 2021, and in March 2022 we repaid $505m USD bond one year earlier than its March 2023 redemption date. We were able to make these repayments because of our increased cash generation, and by using the proceeds from Airtel Money minority investments and towers sales. Post these repayments, only $1bn of long-term bonds will remain outstanding for the Group, with maturity falling in May 2024.

87 Airtel Africa plc Annual Report and Accounts 2022

Strategic report

Our long-term viability statement continued

The key risks considered in the stress tests, keeping in mind the demographical and sectoral dynamics along with their potential negative impacts, are detailed here:

| Stress tests done | Link to principal risks and uncertainties | Description # N M Governance report

Airtel Africa plc Annual Report and Accounts 2022

Segun Ogunsanya

Managing director and CEO

Date appointed to Board: October 2021
Independent: no
Age: 55
Nationality: Nigerian

Skills, expertise and contribution
Segun has 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 to the Board a depth of knowledge about African markets and more than 25 years of business management experience in banking, consumer goods and telecoms. Segun attends all Board meetings, Audit and Risk Committee meetings and chairs the Sustainability Committee. He is invited to attend the Remuneration and Nominations Committee meetings.

Other commitments
* Board member of Bharti Airtel International (Netherlands) B.V., Bharti Air tel Africa B.V. and Airtel Networks Limited – all subsidiaries of the Group.

Previous roles
Before joining Airtel in 2013, Segun held leadership roles at Coca-Cola’s bottling operations in Ghana, Kenya and Nigeria (as CEO). He has also been the managing director of Nigerian Bottling Company Ltd (Coca-Cola Hellenic owned) and head of retail banking operations at Ecobank Transnational Inc, covering 28 countries in Africa. Segun is a chartered accountant and an engineer. He was awarded African Business Leader of the Year in September 2021. During the reporting period, Segun participated in a targeted mentoring programme to enhance his UK listed plc experience.

MS Jaideep Paul

Chief financial officer

Date appointed to Board: June 2021
Independent: no
Age: 60
Nationality: Indian

Skills, expertise and contribution
Jaideep brings more than 30 years of leadership and financial experience to our Board, with 18 of these in the telecoms industry. He chairs our Finance Committee and attends all Board meetings, Audit and Risk Committee and Sustainability Committee meetings.

Other commitments
* Board member of Bharti Airtel International (Netherlands) B.V., Bharti Air tel 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 Air tel Delhi Circle, as well as senior roles at HCL, Telstra V-Com and Caltex. Jaideep started his career at Pricewaterhouse and is a qualified chartered accountant.

Sunil B Bharti Mittal

Chair

Date appointed to Board: April 2019
Independent: yes
Age: 66
Nationality: British

Skills, expertise and contribution
Andy brings many years of global financial and strategic experience to the Board. Through his work with a number of multinational organisations, he can draw on a wide knowledge of diverse issues and outcomes to provide constructive challenge and robust scrutiny of matters that come before the Board.

External commitments
* Group chair of Simon Midco Limited (the holding company of Lowell Group)
* Chair at Gentrack Group Limited (NZX / ASX)
* Non-executive director at Link Administration Holdings Limited (ASX)
* Commissioner at the National Infrastructure Commission
* Trustee of WWF UK and Disasters Emergency Committee
* Chair of WaterAid UK

Previous roles
Andy was previously senior independent director of Avanti Communications plc and ARM Holdings plc and chairperson of the Digital Catapult and IG Group plc. He was chief executive officer of Logica plc until its sale in 2012. His prior roles include those at BT Group plc, including CEO of BT Openworld, CEO of BT Global Services and CEO of Group Strategy and Operations and various roles at Shell and Deloitte. Andy has held a number of non-executive directorships in the US, Hong Kong, Germany and the UK.

Date appointed to Board: April 2019
Independent: yes
Age: 66
Nationality: British

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)
* Council member Nigeria British Chamber of Commerce

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 was also a board member at UPDC Plc, and has held advisory and implementation roles with a number of national development projects in Nigeria.

Date appointed to Board: April 2019
Independent: yes
Age: 71
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 an elected member of the American Academy of Diplomacy

Previous roles
From 2009-2021, John served on the board of directors of d’Amico International Shipping.# He was Sec ret ar y Ge ne ral of the Int er nat ion al Chamb er of Com mer ce (IC C) in Pari s from 201 4 to 201 8 and CE O of the Mill enn ium Cha lle ng e Cor po rat io n in Washing to n from 200 5 to 20 0 9. He has been th e US ambass ad or to Bra zil and to Co s ta R ic a. W hil e on t he b oar d of th e Pana ma C anal C o mmis sio n, h e ac te d as cha irp er so n of t he C omm issi on’s T r ans it ion C om mi tt ee p ri or to t he ha nd over o f th e ca nal by the US to Pana ma . In his d is ti ngu ish ed car ee r , he also playe d a s ign i ca nt rol e in the Cent ra l Amer ic an Fre e T rad e Agre eme nt (CAF T A).

Andre w Gre en CBE

Senior non-executive director

N	AR M
Awuneba Ajumogobia (né e Iketubosin)	Non - executive director
R	AR
Douglas Baillie	Non - executive director
N	R M
John Danilovich	Non - executive director
AR	91

Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Governance report

Our Board of direc tor s co ntinu ed

Date ap po in te d to B oa rd: O c t o b e r 2 021
Independent: yes
Ag e: 52
Nationality: Ethio pia n

Skills, expert ise and contr ibution
T es ga bri ngs de ep nan cia l ser v ic es and com mer cia l expe ri enc e to the Boa rd gain ed fr om glo bal se nio r execu ti ve and non - ex ec ut ive rol es in the nan cia l ser vic es , inter na tio nal bus ine ss , merg er s and acqu isi tio ns , mobi le co mme rce and te chn ol og y sec tor s .

Ex ternal commitments
* B oar d membe r of Lo ndo n Stock Exc han ge Grou p
* Pa r tn er at S at ya Capi t al Limi ted

Previous roles
T sega for mer ly se r ve d as vic e - ch air and cha ir of the Finance Committee of SES SA . She sp en t seven yea rs at Cel tel Int er nat ion al (re- br and ed Za in Gro up), a lea din g mob il e tele co mmun ic at ion s provi de r in t he Mi ddl e Eas t and Nor t h Afr ic a. Du ri ng her tim e at Celt el , T s ega he ld var iou s senio r role s incl udi ng sen ior gro up adv ise r, Z ain Afr ic a BV, c hief s tr ate gy and dev elo pm ent o ce r , ch ief busi nes s deve lop me nt and mer ge rs & acqui sit io ns oc er, a nd dire c tor of Mob ile Co mme rc e and New Pro duc t De vel opm en t . From 1 996 to 200 0, T s eg a was found ing par tne r at New Afr ic a Op po r tu nit y Fund LL P . In add it ion to her sen io r execu ti ve posi ti ons , T s ega has ser ve d as a no n - exe cu tiv e dir ec tor of Cel te l Inter nat io nal BV, H yge ia Nig eri a Limi ted , ISO N Gro up and Son ae SA . She has also be en a trus te e of the glo bal cha ri t y Save the Chil dre n.

---

Date ap po in te d to B oa rd: A p r i l 2 019
Independent: yes
Ag e: 66
Nationality: British

Skills, expert ise and contr ibution
Wi th ex pe ri en ce in d ive rs e in dus tr ie s suc h as he alt hc ar e and c ons ume r br and s, as wel l as i n chair in g othe r audi t comm it te es , Ravi br ings a weal th of rece nt nan cia l exp er ie nc e and cult ura l insigh t to o ur Boar d an d Audit an d Risk Com mit te e.

Ex ternal commitments
* Ch air pe rs on of F or t is Heal th ca re Limi ted , India
* T r us te e of th e Sc ie nce M us eum F oun dat io n, U K
* V ic e C hai rma n, Peab od y Ho usin g Ltd

Previous roles
Rav i was p rev iou sly i nde pe nd ent d ire c tor an d ch air of t he A udi t Co mm it te e of Vedant a Res our ces Li mit ed , UK an d chai rp er so n of J M Fin anc ial , Sing ap ore P te Ltd. He hel d nan cia l leade rs hip rol es at Diag eo unt il ret ir ing in 20 15, inclu di ng grou p co ntr oll er in th e UK wi th resp on sib ili ty fo r the spir it s busi ne ss acro ss sub - Sah ara n Afr ic a and glo bal hea d of m erg er s and acqui sit io ns . Star t ing in 1 979, Ravi hel d vario us rol es at ITC India , inc lud ing a sec on dme nt to W es t Afr ic a wit h Bhar t i Air t el T e lecoms. He has hel d numer ous pos it io ns on vario us joi nt ventu re boa rds and Di age o’s Indi a adv is or y bo ard , and was non - exe cu ti ve dire ct or of Unite d Spir i ts in Ind ia.

---

Date ap po in te d to B oa rd: Oc to b er 2020
Independent: no
Ag e: 45
Nationality: Australian

Skills, expert ise and contr ibution
Kel ly bri ngs to the Boar d a uniqu e ble nd of techn ol og y, c omm er cial an d manag eme nt exp er tise fr om a care er span nin g nanc ial se r vi ce s, mana ge men t consu lt in g, th e Sil ico n Valley tec h sec to r and tele co ms. Sh e also bri ngs a valuab le ac ume n in lea de rsh ip, ban kin g , risk manag em ent , re gula ted mar ket s and inn ovat io n at scal e. Kel ly has an impre ssi ve tra ck rec ord of del ive ri ng resul t s , growi ng and op era tin g large glo ba l busine ss es . She is known for he r expe r ti se in lever ag ing tec hn ol og y , data and anal y t ic s to d eve lo p leadi ng cus tom er se r vi ces an d expe ri enc e. In 2021, Ke ll y was named on e of th e top 3 te ch CE Os in Aus tra lia and top 10 g lob al 5G Lead er s. She has also be en nam ed on e of t he T op 25 Wome n in Asia Paci  c Fi nan ce , the Top 1 0 B usi ne ss wom en i n Aus tr ali a, a nd 50 M os t Pow er f ul Wom en in Aus tra lian Busin es s. Kel ly is a n omi ne e of Sin gte l to our B oar d.

Ex ternal commitments
* C EO at Si ng tel Optu s P t y Limi te d and mem ber of th e S in gte l Man age me nt Commi tte e
* N on - exe cu ti ve direc to r at REA Gro up Ltd (AS X)
* M emb er of C hie f E xec ut ive Wo me n
* El ec te d as a Fell ow of th e Aust ral ian Aca dem y for T ec hno lo gy, S ci enc e and Engineering (A TSE)

Previous experience
Kel ly has held a vari et y of execu ti ve role s, in clu di ng Gro up Exe cu ti ve , Inst it ut ion al Ba nki ng and Mar ket s on the exec ut iv e team of th e Comm onw eal th Ba nk of Aust ral ia . He r care er be gan in Sili co n V a lle y wit h both st ar t-ups and es t abl ish ed sof t w are co mpa nie s work ing in pro du ct dev elo pm ent , busi ne ss deve lo pme nt , mar keti ng , M& A and s tra te gy. Af te r a s t int as a mana ge men t consu lt ant wi th th e Bos ton Co nsul ti ng Gr oup , Kelly joi ne d Com mon weal t h Bank in 2004 and he ld a varie t y of sen io r roles ac ros s the Ins ti tu tio nal and B usin ess Ba nki ng div isi ons , befo re bei ng app oi nte d to th e ba nk ’s exec ut ive i n 201 3 . Kel ly has p rev io usl y be en a b oar d me mbe r at O pe nPay, th e Fo otb all F ed er ati on of Aust ra lia (FFA) and ser v ed on the Uni ver si t y of N ew So ut h Wales Engi ne er ing Facu lt y Ad vis or y Boa rd , th e Aus tr ali an G ove rnm en t’s F in Tech Ad vis or y G ro up an d NS W Gove rnm en t Digi ta l Advis or y Pan el . Kel ly is a n omi ne e of Sin gte l.

---

Date ap po in te d to B oa rd: A p r i l 2 019
Independent: yes
Ag e: 51
Nationality: Finnish

Skills, expert ise and contr ibution
Ann ik a’s wid e - ran gin g expe ri en ce in audi t and regu lato r y eng age me nt s cont ri bu tes to he r pe r fo rma nc e as a me mbe r of t he B oar d and A ud it an d Ris k Co mmi t tee . Wi th her le gal ba ckgr oun d and dee p know le dg e of a ud it ing , acc oun ti ng and nan cia l rep or ting , she bri ng s a ke en sc ru tin y to all gove rn anc e and reg ulat or y mat te rs . Annika is our Board sustainability champion and is a member of t he Sustainabilit y Commi tte e.

Ex ternal commitments
* Wor ki ng chair of t he Cou nc il for S wed ish Fina nc ial Repo r t ing Sup er v isio n
* M emb er of t he S wed ish Au di t Ac ade my
* M emb er of t he Nasd aq Helsi nki Lis ti ng Comm it te e
* B oar d membe r of th e Carp e Diem Fou ndat io n, whi ch runs the top - ran ked Swed ish elementary school, Fredrikshovs Slott Skola
* Director of T ruecaller
* Ad vis or y Bo ard memb er of U nze r Group Gm bH

Previous roles
Ann ik a has be en a b oa rd an d aud it c om mit te e me mb er of l ist ed c omp ani es e Q Ab p, Ho is t Fin anc e A B , Safe ro ad A S ( d el is ted i n Se ptem be r 201 8) and S wed ban k AB , a s wel l as i ndu st r y adv is or to str ate gic co mmu nic at ion s rm JK L Grou p. She ad vis ed th e Swedis h gover nm ent on th e natio nal imp le men tat io n of the refor me d EU marke t abu se regi me and was hea d of m ar ket sur ve ill anc e Nord ic s at Nasdaq and he ad of unit , pro sp ec tus es , exchan ge s and clea rin g hous es at the Swed ish Fin anc ial Sup er v is or y Au t hor it y. She w as als o an as so ciat e in t he C api ta l Mar ket s G ro up at Lin kla ter s Lond on and has be en a pr ac tis ing so lic ito r in both the UK an d Finl and .

---

Tsega Gebreyes	Non - exec utive direc tor	AR	N	M
Ravi R ajago pal	No n - exec ut ive direc tor	AR
Kelly B ayer Rosmarin	No n - exec ut ive direc tor	AR	S
Annika Poutiai nen	No n - exec ut ive direc tor	AR

Governance report

92 Ai r t el Af r ic a pl c A nnu al R ep or t and A cc ou nt s 2022

Ke y to c om mi t te e s

• AR: Aud it an d Risk C om mit te e
• N: Nominations C ommittee
• R: Remuneration Committee
• M: Market Disclosure C ommittee
• S: Sustainabilit y Commit tee

Commit tee chair
Board age (y ears)
20 –39	8%
40 – 49	8%
50 – 59	23%
60 – 69	54%
70 –79	8%

Board nationalit y
Finnish	8%
Nigerian	16%
American	8%
Australian	8%
Indian	23%
Bri tish	30%
Ethiopian	8%

Board gender ratio
Women	31%
Men	69%

---

Dat e ap po in te d to B oa rd: O c t o b e r 2 018
Independent: no
Ag e: 66
Nationality: Indian

Skills, expert ise and contr ibution
Ak hil br ings vas t nan cia l, s tr ate gic and tel ec om s expe r tis e to our Boar d and is inv ite d to atte nd our Aud it and Risk Co mmi t te e meet in gs. He has play ed a pivot al rol e in the Bh ar t i Gr oup ’s phen om en al grow th in the tel e co ms se ct or, b ot h orga ni ca ll y and th rou gh var iou s acqui sit io ns . His innova ti ve tho ugh t lead er ship has hel pe d Bh ar t i Air te l achi eve hea lt hy margi ns whil e oer in g some of the low es t tar i s in the world.# Governance report

Directors

Akhil Gupta

Non-executive director

Date appointed to Board: October 2018
Age: 34
Nationality: British

External commitments
* Vice chairperson of Bharti Enterprises
* Chairperson of Digital Infrastructure providers Association (DIPA)
* President of Telecom Sector Skill Council (TSSC)
* Board member of OneWeb Holdings Limited

Previous roles
Akhil led the formation of various partnerships for Bharti with operators like British Telecom, Telecom Italia, Singapore Telecom and Vodafone, as well as with financial investors such as Warburg Pincus, Temasek, KKR, Qatar Foundation Endowment, AIF and Sequoia. He was behind the separation of passive mobile infrastructure and the formation of one of the largest tower companies in the world, Indus Towers Ltd – a notable example of collaborating at the back end while competing at the front end. He also executed the acquisition of Zain Group’s mobile operations in 15 countries across Africa, the second largest outbound deal by an Indian company.

Akhil is an nominee of Bharti Airtel.

Shravin Bharti Mittal

Non-executive director

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, and is invited to attend our Remuneration Committee meetings.

External commitments
* Founder of Unbound, a long-term investment firm aiming to build and back technology companies
* Managing director of Bharti Global Limited
* Board member of Oneweb Holdings Limited
* Board member of technology companies mPharma, Cars24, Syfe, Paack and FreightHub

Previous roles
Shravin was previously at SoftBank Vision Fund, a $100 bn 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 spearhead 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.

Regional directors

Ian Ferrao

Regional director – East Africa

Ian is responsible for managing our financial performance and accelerating profitable growth in East Africa. He works with local MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves the coordination between Group level and teams in local operating units.

Ian has spent the last 16 years leading telecoms organisations in Africa, both as an entrepreneur and a corporate CEO. He joined Airtel Africa and the ExCo in 2019 to lead our East Africa operations in Kenya, Tanzania, Uganda, Rwanda, Zambia and Malawi.

Before Airtel Africa, Ian was the CEO for Vodacom Tanzania, where he led the company’s IPO onto the DSE. He’s also served as CEO of Vodacom Lesotho, CCO for Vodacom Business Africa and commercial director and shareholder of AfriConnect Zambia.

Michael Foley

Regional director, Francophone Africa

Michael has been an ExCo member since joining Airtel Africa in 2020. He is responsible for managing financial performance and accelerating profitable growth in our Francophone Africa operations.

Michael works with local MDs in each market to develop strategy and execution plans, helps develop local leadership teams and improves the coordination between Group level and local operating teams.

Over the last 35 years, Michael has led telecoms, consumer goods, fintech and gaming businesses in the US, Asia and Africa, as well as in his native Canada. His most recent role was as CEO of Telenor’s operations in Pakistan, Bulgaria and Bangladesh.

C Surendran

Managing director and CEO, Air tel Nigeria

As managing director and CEO of Air tel Nigeria, Surendran 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.

Surendran was appointed in May 2021, when he also joined the ExCo, from Bharti Airtel. There he contributed immensely over 18 years to customer experience, sales and business operations. In his most recent role as CEO of Karnataka, the largest business in Air tel India with over $1bn in revenue, he delivered exceptional performance and a significant increase in revenue market share over the last few years. He has over 30 years of business experience.

Business heads

Vimal Kumar Ambat

CEO, Air tel Money

Vimal joined Air tel Africa in 2021. He leads our Air tel Money business – managing its financial performance, strategic direction and priorities, brand strength and growth in customers.

To Air tel Africa, he brings over 27 years of leadership experience at leading banks in Asia, the Middle East and Africa. Immediately before joining Air tel Africa, Vimal was the chief executive of Retail and Business Banking and chief digital officer for the Absa Group Regional Operations in nine countries.

Luc Serviant

Group enterprise director

Luc leads our enterprise business strategy. This includes helping SMEs, corporate and government customers across Africa adopt fixed and mobile network solutions to accelerate their growth, digital transformation and business productivity.

Luc has more than 26 years’ international experience in marketing and implementing core network and ICT solutions for the enterprise sector. He has held various roles at Orange Business Services – from head of global services in Switzerland to head of consulting and solutions integration APAC in Singapore, and most recently as vice president Middle East and Africa, based in Dubai. He has also held a variety of positions at SITA (Société Internationale de Télécommunications Aéronautiques), Global One Telecommunications and Alcatel-Lucent.

Luc has been an Ex Co member since joining Air tel Africa in 2019.

Our Executive Committee

Chief executive officer	Chief financial officer	Regional directors	Business heads	Functional heads
Segun Ogunsanya	Jaideep Paul	C Surendran MD and CEO Nigeria	Vimal Kumar Ambat CEO, Airtel Money	Ramakrishna Lella Chief supply chain officer
		Ian Ferrao Regional Director – East Afric a	Luc Serviant Group enterprise director	Daddy Mukadi Chief regulatory officer
		Michael Foley Regional Director – Francophone Africa		Stephen Nthenge Head of internal audit and risk assurance
				Olubayo Adekanmbi Chief strategy, partnership and sustainabilit y officer
				Rogany Ramiah Chief human resources officer
				Neelesh Singh Chief information officer
				Razvan Ungureanu Chief technology officer
				Chief legal officer – vacant
				Chief commercial officer – vacant

Olubayo Adekanmbi

Chief strategy, partnerships and sustainability officer

Bayo is the newest member of our ExCo, having joined in December 2021. He’s responsible for leading strategic business-wide initiatives including innovation, strategic investment, operational efficiencies and partnerships. He’s also responsible for delivering our sustainability strategy.

Bayo’s career includes 20 years in the telecoms industry, where he held several senior roles in Nigeria and South Africa leading on strategy, global marketing and business intelligence.

Ramakrishna Lella

Chief supply chain officer

Rama oversees the procurement of our network equipment and IT. He also manages our tower companies and bandwidth, sales and distribution, supply chain for marketing and HR services, and warehouse operations and logistics. And he leads on our cost reduction initiatives.

Ramakrishna has spent more than 30 years in the telecoms industry, with more than half of this time at Airtel. Before becoming our chief supply chain officer in 2016, he led the team setting up various types of networks (including mobile, NLD/ILD, Enterprise and DTH) and was the director of supply chain management for Airtel Nigeria. He has also held telecoms roles in research and development, manufacturing (Alcatel and Indian telephone industries) and service providers (Airtel and Reliance Jio).

Daddy Mukadi

Chief regulatory officer

Daddy is responsible for our regulatory and government relations strategy in all 14 operations. This includes obtaining all necessary resources (licence, spectrum), ensuring full compliance and actively helping to shape the policy and regulatory landscape toward best practice.Be before becoming our chief regulatory officer in 2015, Daddy held several legal and regulatory leadership roles across Africa. His most recent role was as executive head of international regulatory affairs and executive head of international commercial legal affairs at Vodacom Group. With a master’s degree in communications law (telecoms, broadcasting, media and space & 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

Head of internal audit and risk assurance

Stephen is responsible for our Internal Audit department, which provides independent auditing and advice on our risk management, governance and control processes in line with the purpose, role and responsibilities in the Audit Charter. He also oversees the integrity and reliability of our financial and operational information, the safeguarding of the company’s assets, and our compliance with laws, regulations, policies and procedures.

Stephen has more than 25 years’ experience in audit, enterprise risk and information security management, having worked for Deutsche Bank AG, JP Morgan Chase and KPMG in senior management roles in Australia, Singapore, London and New York. In addition to leading regional and global audit teams, he helped to establish risk and governance frameworks for new products and services as well as regulatory governance frameworks. He has also led strategic risk mitigation and transformational programmes. Stephen is a certified information systems auditor.

Stephen has been an ExCo member since joining Airtel Africa in 2019.

Rogany Ramiah

Chief human resources officer

Rogany is responsible for leading and developing our people strategy to support our overall strategic direction. Her main areas of focus are succession and talent planning, change and performance management and enhancing our overall employee experience. Rogany sits on the Sustainability Committee.

Rogany has 25 years’ experience in retail, media and consulting, including as senior director with Walmart’s International People Division and as an executive in Massmart (a division of Walmart). To her role as CHRO, she brings global expertise in supporting businesses on strategy, cultural transformation, business process re-engineering and organisational redesign. She also has experience in talent acquisition, talent planning, remuneration strategy, and developing and leading HR transformations.

Rogany has been an ExCo member since joining Airtel Africa in 2019.

Neelesh Singh

Chief information officer

Neelesh defines and implements the IT strategy across our business in 14 countries. He specialises in leading large engineering teams, building scalable software platforms, revamping operating models, executing complex business transformations, setting up greenfield operations, building distributed private clouds and simplifying enterprise architecture.

To Airtel Africa, he brings 22 years of international experience in engineering and information technology – having worked in a range of enterprises in the public sector, independent software vendors and communications service providers. Before joining Airtel Africa in 2017, he held a senior IT leadership role at the Telenor group, handling various aspects of IT across its operations in Scandinavia, Central and Eastern Europe and Asia.

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, rollout and the quality of our ongoing technical operations.

Razvan has 29 years’ experience in telecoms and has worked in Romania, Belgium, Luxembourg and the Dominican Republic. Before joining Airtel Africa in 2016, he was chief technology and information officer for Digicel, with responsibility for 29 countries in the Caribbean and Central America.

Functional heads

Governance report

Chair’s introduction

On behalf of the Board, I’m pleased to present our Corporate Governance Statement. As a Board, we remain committed to applying the highest standards of corporate governance, recognising that robust governance and culture underpin business success. In this yearly statement, we give investors and other stakeholders an insight into the governance activities of our Board and its committees.

This year, we were pleased to welcome a new CEO to Airtel Africa, as well as two other new members to the Board. We appointed T sega Gebreyes as an independent non-executive director; and our chief finance officer, Jaideep Paul, joined the Board. T sega and Jaideep bring considerable operational experience to the Board, which will serve us well as we work to build a resilient business and capitalise on significant market opportunities in Africa. Please see the Nominations Committee report for more details on pages 114-118.

Purpose, values and strategy, and alignment with culture

The Board kept abreast of:
* Projects during the year to accelerate talent acquisition (including strategies in our Digital Lab business to mitigate the acceleration of the war for talent in the tech market)
* Steps taken in response to our employee engagement survey (through transformation and technology projects like our new Group-wide app-based employee assistance programme to enhance our people’s wellbeing)
* The rollout of learning and development programmes for key competency areas such as coaching, mentoring, and project management

To meet their 2021/22 objectives of executing our purpose, values and general strategy and objectives, assessing and monitoring our culture, and promoting the alignment of culture with purpose, values and strategy, our Board:
* Supported the rollout of a Group-wide Covid-19 vaccination support to all our people and their families, addressing the challenges faced in certain regions (particularly around uptake)
* Reviewed our strategy for Board and executive-level succession planning and put into place plans for achieving this. For more, please see our Nominations Committee report on pages 114-118
* Monitored progress against our gender diversity targets at the levels of Executive Committee, country managing director and leadership. The Board reinforced its commitment to a more gender-balanced workforce which is reflected in our hiring policy. Nearly 25% of new appointments in the reporting period were women
* Supported our learning and development teams’ capacity-building efforts across the Group, as well as new initiatives around health, wellbeing and recognition, such as a year-long Digital Lab programme to improve physical and mental health
* Continued to form strategic partnerships which support our ambition to transform lives through greater financial inclusion and empowerment across Africa

While our Board is diverse, and inclusivity is one of our values, we know we have more to do to embed our diversity and inclusion processes at all levels of the organisation. The Board continued to ensure that our resourcing – including capital, finance and people – is sufficient to achieve our strategy while continuously improving performance and diversity. Our robust governance mechanism has built resilience into our business and has uniquely shaped us to capitalise on market opportunities.

Sunil Bharti Mittal
Chair

Acting with purpose, underpinned by strong governance

Remuneration

We’re submitting our revised Remuneration Policy for approval at the AGM a year earlier than expected. This is a prudent measure, and the proposed changes include the introduction of pension arrangements (specifically, to make provision for the legacy benefits of the CEO), bonus deferral (one-third for two years) and post-employment holdings (retain required amount for two years). I believe the new measures are non-contentious and represent good housekeeping and will formally incorporate the best practice features introduced in the last two years.

This also gives us the opportunity to make sensible adaptations to reflect the appointment of a new CEO and CFO and to address the issues raised by ISS regarding RSU and performance share awards, which is fully explained in our directors’ remuneration report on pages 128-150.

The Board fully supports and endorses the work of the Remuneration Committee to attract and retain the right talent.In November 2021, the chair of our Remuneration Committee consulted with our top 20 investors and proxy agencies to give background and details of the retirement exit terms of the CEO, Raghunath Mandava on 30 September 2021 and the appointment of Segun Ogunsanya, who took office on 1 October 2021. In February 2022, the Remuneration Committee wrote to our top 20 investors on behalf of the Board to provide details of proposed changes to our remuneration policy. The committee intends to put the policy to a binding shareholder vote at our 2022 AGM, together with more details of how our remuneration policy was applied in 2021/22. The Board also acknowledged the increasing governance expectations of Remuneration Committees and the value of continuing to build an understanding of broader remuneration policies and practices beyond our executive directors and Executive Committee. I’m also pleased to see that the committee has fully embraced our new sustainability strategy and embedded appropriate incentivisation within the remuneration policy.

An effective and improving Board

At the half year, we took the opportunity to review our Board and committee processes to build on actions introduced following the annual evaluation exercise. Coordinated by the company secretary and led by myself, we considered feedback from Board members to restructure the agenda and create a new template for papers. We’ve since found that meetings are run more efficiently, with more time for strategic and business discussions. We’ll continue to improve our efficiency by introducing a process to approve suitable papers ‘by deemed consent’ before each meeting.

Our third independent Board evaluation confirmed that our Board functions effectively. It’s well balanced and diverse, with a strong mix of relevant skills and experience. This evaluation once again took place in the context of a pandemic, with international travel restrictions meaning Board members were unable to meet in person. It was good to see positive ratings around the relationships and dynamics of the Board. I’m grateful to all the members of the Board for their individual contributions, and particularly to the chairs of each committee for establishing and steering their committees during the year. The Audit and Risk, Remuneration and Nominations Committee chairs have provided their own reports on their committees’ activities.

In conclusion I’m confident that your Board is working effective and is geared to addressing the company’s needs. We have the right balance of skills, expertise and professionalism to continue to deliver strong governance, while allowing the CEO and CFO to implement and deliver our strategy. While I’m pleased with the Board’s activities and approach when it comes to corporate governance, we continually look for ways to learn and improve. I very much look forward to meeting with shareholders at the AGM on Tuesday 28 June 2022, which will be live-streamed from London. Along with all your directors attending the AGM, I’m available to respond to your questions, concerns and suggestions at any time.

Sunil Bharti Mittal
Chair
10 May 2022

Governance highlights for the year ended 31 March 2022

In our annual strategy meeting, we worked together to integrate our sustainability ambition into strategy and governance structures. After publishing our sustainability strategy in October 2021, we’ll release our first sustainability report later this year. A summary of our progress to date, including our engagement with the Carbon Trust and our partnership with UNICEF, is on pages 43-58.

We welcomed a new CEO, as well as our CFO and Tsega Gebreyes to our Board. We’ve improved and further applied our business model to deliver our strategic ambition to transform lives through financial inclusion and empowerment across the African continent by rolling out a reliable network, providing affordable data and serving our customers – see page 24 for our business model and see page 31 for our strategy. One aspect of this is the ongoing separation of Airtel Money. We continued to enhance our strategy for improving diversity and inclusion at all levels of our business and for developing our succession and contingency planning processes – see pages 114 - 118.

We conducted a comprehensive, externally facilitated Board evaluation – see page 103. We made our first TCFD disclosure and set out our roadmap for achieving full TCFD compliance by the end of the calendar year – see page 54.

We continued working to fully comply with the requirements of the UK Corporate Governance Code applying to Airtel Africa for 2022/23. We are in full compliance barring two provisions: provision 9 (the independence of the chair) and provision 41 (engaging with the workforce on executive remuneration).

97 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Our leadership

Board

The Board of directors is the primary decision-making group at Airtel Africa. Its members guide our operational and financial performance, set our strategy and make sure we manage risk effectively. See pages 90 - 93 for details of our Board members. There is a clear division of responsibilities between our chair, who leads the Board, and our CEO, who leads the business.

Executive Committee (ExCo)

Advises and supports our CEO on the operation of our business. Helps our CEO fulfil his responsibilities by, for example, developing and implementing our strategy, monitoring our operating and financial performance, assessing risk, allocating resources and day-to-day operational management. The committee meets fortnightly.

Our Executive Committee is supported by a number of operational committees:

• The Operating Company (OpCo) Functional Review Committee – led by Group functional heads for their teams
• The OpCo Business Review Committee – led by regional directors, with participants also including functional heads and OpCo managing director teams
• The Regional Business Review Committee – led by our CEO with regional directors and functional heads participating
• Treasury Committee and the Executive Risk Committee

More details on the ExCo can be found on page 94.

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.

Chair: Ravi Rajagopal
Members:
* Andy Green
* Annika Poutiainen
* Awuneba Ajumogobia
* Akhil Gupta (also attends as an appointed observer on behalf of Bharti Airtel)

Remuneration Committee

Reviews the performance of our executive directors and senior management team. Determines the overall and specific remuneration for executive directors, officers and senior management, as well as the Board chair’s and non-executive directors’ fees. Meets at least four times a year.

Chair: Doug Baillie
Members:
* Awuneba Ajumogobia
* John Danilovich
* Shravin Bharti Mittal (also attends as an appointed observer on behalf of Bharti Airtel Limited)

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.

Chair: Sunil Bharti Mittal
Members:
* Doug Baillie
* Andy Green
* Ravi Rajagopal

Market Disclosure Committee

Oversees our disclosure of information to meet our obligations under the Market Abuse Regulations (MAR) by determining whether information is insider information, or when and how it needs to be disclosed. Monitors compliance with our MAR disclosure, controls, and procedures, as well as the release of information under the Information Flow Protocols and Services Agreement with Bharti Airtel. Meets as necessary.

Chair: Andy Green
Members:
* Doug Baillie
* Segun Ogunsanya – CEO
* Ravi Rajagopal

Sustainability Committee

Reviews, challenges and oversees the approval and implementation of our sustainability strategy, including internal reporting and balancing of non-financial targets and our commitments to delivering value for shareholders and other stakeholders. Also oversees diversity and inclusion matters and the work of the Health and Safety Committee. Meeting monthly until our first report is published in late 2022 – then at least three times a year.

Chair: Segun Ogunsanya – CEO
Members:
* Annika Poutiainen – Board sustainability champion
* Jaideep Paul – CFO
* Other members (ex officio):
* Olubayo Adekanmbi – Chief strategy, partnerships and sustainability officer
* Rogany Ramiah – Chief HR officer
* Pier Falcone – deputy CFO
* Peter Odedina – Chief compliance officer
* Simon O’Hara – Company secretary# Governance Report

You can read more about the responsibilities of our Board, chair, CEO, senior independent director and company secretary on our website at www.airtel.africa.

Board Committees

In addition to the formal schedule of matters the Board considers, it delegates key aspects of governance to its committees. We have five main governance committees: Audit and Risk, Remuneration, Nominations, Sustainability and Market Disclosure. Each committee has written terms of reference which are available on our website: www.airtel.africa.

See Sustainability Committee report on page 43
See Audit and Risk Committee report on page 104
See Remuneration Committee report on page 128
See Nominations Committee report on page 90

Governance Committees

Finance Committee

Approves funding and other financial matters in line with our delegated authorities or as requested by the Board. Initiates and manages key policies and major operational decisions relating to treasury and direct taxes.

Chair: Jaideep Paul – CFO
Members:
* Ravi Rajagopal – independent NED
* Annika Poutiainen – independent NED
* Segun Ogunsanya – CEO
* Pier Falcione – deputy CFO and treasurer

Attendee: Akhil Gupta attends to represent the interests of Bharti Airtel in proposed treasury transactions (such as bond refinancing) affecting our parent group and to convey actions of Bharti Airtel which may affect Airtel Africa.

Share Scheme Committee

Administers our share schemes. Composed of any two directors, including at least one non-executive director.

Other Committees

The Board also delegates certain responsibilities to our Finance Committee and Share Scheme Committee.

Other Committees

• Sustainability Committee
• Executive Committee (ExCo)
• Health and Safety Committee

Airtel Africa plc – Board of Directors

Chief executive officer	Segun Ogunsanya
Sustainability champion	Annika Poutiainen
Board director, sustainability champion, member of the Sustainability Committee
CEO, Board director, Chair of the Sustainability Committee
Chief strategy, partnerships and sustainability officer	Olubayo Adekanmbi

Sustainability Governance

Our sustainability strategy

Nine dedicated workstreams:
* Data security
* Commitment to our people
* Access to education
* Service quality
* Digital inclusion
* Reduction of GHG emissions
* Supply chain
* Financial inclusion
* Environmental stewardship

Pillar 1 – Our business
Pillar 2 – Our people
Pillar 3 – Our community
Pillar 4 – Our environment

Governance Report

Our Leadership Continued

Compliance with the UK Corporate Governance Code

See pages 119-122 for how we comply with the UK Corporate Governance Code (the Code). Here we explain the two provisions we haven’t yet met.

| Code Provision ategy ( see www.airtel.africa) • Approved the annual operating plan for the year ending 31 March 2022 • Regularly reviewed our financial performance and forecasts • Received information on market dynamics and expectations from our brokers • Agreed to the early bond redemption of the Guaranteed Senior Notes due in 2023 in line with Board policy to continue to reduce external foreign currency debt at Group level • Made considerable progress in our strategy to deleverage by reducing the EBITDA to net debt ratio • Continually monitored capex expenditure against pandemic related supply chain issues

Leadership and employees
• Approved the appointment of a new CEO and made several other Board appointments and changes. These included the appointment of Tsega Gebreyes as an independent non-executive director and the elevation of our Chief Finance Officer, Jaideep Paul, to the Board
• Worked to make sure our remuneration policy remains appropriate and we are able to incentivise our executive team while being able to adapt to each year’s developments and strategy
• Approved the submission of a revised remuneration policy to shareholders one year early at our 2022 AGM
• Endorsed the Chief executive’s appointment of Olubayo Adekanmbi as Chief Strategy, Partnerships and Sustainability Officer in December 2021
• Considered the impact of the pandemic on the safety and wellbeing of our people, as part of the CEO’s report to each meeting
• Discussed our strategic and operational pandemic response and reviewed management’s mitigation plans to reduce its impact
• Reviewed our people agenda and the robustness of our succession plans for improving diversity, talent management and bench strength
• Supported our CEO in his mentoring programme

Internal control and risk management
• Considered and agreed the Group’s risk appetite and principal and emerging risks
• Agreed the viability statement disclosed in the 2021 Annual Report
• Approved the adoption of going concern basis of accounting in preparing the half and full year results
• Agreed the Modern Slavery Act Statement (available at www.airtel.africa)

Governance and stakeholders
• Our corporate legal advisers Herbert Smith Freehills LLP provided training on the political environment, governance reform, liability to investors and the focus on directors’ duties. The subsequent Board discussion focused on audit, diversity, market abuse and section 172
• Considered the output and recommendations from the Board and committees effectiveness review and how to implement these
• Reviewed and approved the directors’ register of interests
• Reviewed our compliance with the UK Corporate Governance Code and wider statutory and regulatory requirements
• Reviewed our Task Force on Climate-related Financial Disclosures and identified climate-related risks and opportunities – and more widely, continued to oversee and support the implementation of our sustainability strategy
• Monitored and reviewed the effectiveness of the information sharing and separation protocols between Airtel Africa and Bharti Airtel
• Received updated training on applying these protocols from our corporate legal advisers and company secretary
• Monitored and considered stakeholder feedback and continued to actively promote wider engagement
• Had a joint presentation and discussion with our corporate brokers on our share price performance since IPO, investor profile, ESG profile and dividend yield

101
Airtel Africa plc Annual Report and Accounts 2022

Governance report

Our leadership continued

Board attendance
Directors make every effort to attend all Board and committee meetings. There was one non-attendance at a Board and committee meeting this year due to a close family member’s funeral. Otherwise, all Board and committee meetings had full attendance during the reporting period. If a director is unable to attend a meeting, they receive the papers in advance and give their comments to the chair to communicate at the meeting. He also follows up with them after the meeting about decisions taken. Due to pandemic-related lockdown and travel restrictions, we held all but one meeting over video conferencing with some UK-based Board members occasionally attending in person. Directors’ other significant commitments are disclosed to the Board during the process of their appointment, and they must notify the Board of any subsequent changes. We have reviewed the availability of the chair and the non-executive directors to perform their duties and consider that each of them can and does devote the necessary amount of time to Airtel Africa.

Board and committee meeting attendance
Board members during 2021/22
| Board members during 2021/22 | Scheduled Board meetings | Number of additional Board meetings attended | Audit and Risk Committee | Remuneration Committee | Nominations Committee | Market Disclosure Committee |
|---|---|---|---|---|---|---|
| Sunil Bharti Mittal (chair) | 5 | 2 (chair) | 6 (6) | 3 (3) | 3 (3) | |
| Segun Ogunsanya (CEO) | 4 | | 3 (3) | 1 (1) | 2 (2) | |
| Jaideep Paul (CFO) | 3 | | 5 (5) | 2 (2) | | |
| Andrew Green (independent non-executive director) | 6 | | 6 (6) | 3 (3) | 11 (11) | 3 (3) |
| Awuneba Ajumogobia (independent non-executive director) | 6 | | 6 (6) | 3 (3) | 11 (11) | 5 (5) |
| Douglas Baillie (independent non-executive director) | 6 | | 6 (6) | 3 (3) | 5 (5) | 3 (3) |
| John Danilovich (independent non-executive director) | 6 | | 6 (6) | 3 (3) | 5 (5) | |
| Tsega Gebreyes (independent non-executive director) | 4 | | 3 (3) | 1 (1) | | |
| Annika Poutiainen (independent non-executive director) | 6 | | 6 (6) | 3 (3) | 11 (11) | |
| Ravi Rajagopal (independent non-executive director) | 5 | | 6 (6) | 3 (3) | 10 (11) | 3 (3) |
| Akhil Gupta (non-executive director) | 2 | | 6 (6) | 3 (3) | | |
| Kelly Bayer Rosmarin (non-executive director) | 2 | | 6 (6) | 3 (3) | | |
| Shravin Bharti Mittal (non-executive director) | 2 | | 6 (6) | 3 (3) | | |

1 Additional unscheduled Board meetings took place in connection with the approval of the Annual Report and related matters and approval of our sustainability strategy
2 Appointed in line with the Relationship Agreement
3 Appointed June 2021
4 Appointed October 2021
5 Communicates monthly in writing before releasing information in line with the Information Protocols and Service Agreement with Bharti Airtel
6 Ravi was attending a close family member’s funeral in India in July. He provided his input to the Board through the company secretary and to the Audit and Risk Committee through the CFO and Annika Poutiainen, who stood in as chair

Governance report
102
Airtel Africa plc Annual Report and Accounts 2022

Board evaluation

Board performance
This year’s externally facilitated evaluation of the Board and its committees, by independent advisory firm Lintstock, took the form of an online questionnaire tailored to our specific activities and concerns. The Board, each of its committees and all of the directors took part in the review. The questionnaire sought input on Board composition, stakeholder oversight, Board dynamics, management and focus of meetings, Board support, Board committees and progress against the previous year’s actions. The evaluation also probed the Board’s oversight of wider strategy, risk management and internal controls, succession planning, and people oversight and priorities for change. A report was prepared on the completed questionnaires. The results were discussed in detail by the Board and each committee. From the anonymised survey responses and interview feedback, Lintstock identified focus areas and recommendations for the Board and its committees. The results of the self-assessment element of the survey were shared with the chair and discussed at one-to-one meetings between the chair and directors. The results of the chair’s review were shared with the senior independent director, who then discussed the chair’s performance with the non-executive directors only.

2021/22 evaluation results
The chair and company secretary presented the reports to the Board for discussion and review. In monitoring progress against the previous year’s actions, the evaluation determined that Segun Ogunsanya’s succession to the Group CEO role had been successfully completed. The quality of Board and committee papers had improved; and the Board strategy meeting had benefited from being held in person and involving senior management. Recognising its strengths and areas to develop, the Board and its principal committees agreed actions for the coming year:

2021/22 evaluation Outcome	Key themes and areas for focus	Action
Board	Stakeholder oversight	Customers and suppliers
	Workforce engagement	The Board will identify and create more opportunities to engage directly with our wider workforce.# W e will look to ap po int three regio nal designate d direc tor s for empl oyee engag eme nt , ensure represent ati on at all - emp loyee quar terly town hall mee tings and arra nge infor mal meeti ngs for vari ous employe e groups around Bo ard mee tings and other gath eri ngs. Our Chief HR oce r will also at tend Boa rd meeti ngs tw ice each year to re por t on wo rk forc e engagem ent and cultur al change, as well as provi ding update pap ers for all other regular ly sche dul ed meet ings .

Governance and compliance

Board agenda

We’ll introdu ce with imme diate eec t a ‘ma naging by deeme d consen t’ pro ced ure for st anda rd Board pape rs , to f ree more time for discussi on and debate during mee tings . We’ll f ur ther embe d the rollou t of t he Boar d and c ommi t tee pape r template across all mee tings to facili tate shor ter Board pack s and earlier circ ulati on of p aper s . For prog ress on improveme nt s to B oard proc ess es during the repo r ti ng peri od see the sec ti on ‘ An eec ti ve and improv ing Bo ard’ in the chair ’s s t atemen t on p age 96. The revi ew also identi e d topics to be adde d to t he rolling for wa rd agenda , includ ing sco pe to i mprove the Bo ard’s under st and ing of d igit al and data develop ment s , poten tial techn olo gy disrup tors and risk managem ent ‘ de ep dive’ focus areas. Dire cto rs will loo k to eng age wit h stakeh old ers in more ways dur ing the year .

Sustainability strategy

Ensur ing tha t our sustainabilit y agenda is centra l to th e Bo ard’s discussio ns and decisi ons , and the comp any ’s business practices and proc esse s The Bo ard has eleva ted the Sust ainab ilit y Comm it tee to a fu ll commit te e of t he Boar d – under the stewa rdship of the Bo ard sust ainabi lit y champio n, Anni ka Poutiai nen and our CEO – to enhan ce it s monitor ing of progress on our sustai nabili t y agenda and ESG matte rs .

Conclusions

The 202 1/22 evaluati on has sh own that the Board has the appro pr iate balan ce of s kills , exper ien ce, inde pen den ce and knowle dg e to pe r for m Bo ard and commit te e responsib ilit ies eec t ivel y . Resp onde nt s unanim ously agre ed that the Boar d had p er fo rm ed well over the year and was ope rat ing eec ti vely. The chair con rm ed that indiv idual direc tor s conti nue d to pe r for m ee ct ivel y and s how commi tme nt to t he role. The Bo ard concl ude d that all direc tors cont inu e to give su cie nt time to t heir Bo ard dutie s and making valuab le contr ibu tio ns. In light of t his , the Board prop ose d the ele ct ion and re- e le ct ions set out in t he 202 2 Not ice of Annual Gener al Meetin g. The com mit te es also discus sed the resul ts of their respe ct ive evaluat ion repo r t s and agreed ac tio ns where approp riate . The senior inde pen dent dire cto r met w it h the chair privatel y to dis cuss the anony mise d result s of t he chair ’s re view se ct ion of the sur vey and the outc ome s of his discussi on with non - exe cut ive direc tor s. The overa ll ee ct iven ess of t he chair was seen as exc elle nt , reec tin g a ge nuin e focus on the bes t outcom es for the comp any in all aspec t s of his role . The chair, assis te d by t he company se cret ar y, dre w up a list of actio n poin ts base d on t he evaluat ion and alloc ated resp onsibi lit y for comp let ing the act ions . The Boa rd and e ach commi t tee will revie w prog ress agains t these at each meetin g.

Re - elec tion of directors

In line with the Co de, all direc tors will be put ti ng themse lves for war d for re- e le ct ion at our AG M on 28 Ju ne 20 22. F ollo wing the for mal per forma nce evaluat ion desc rib ed here and takin g into a cco unt each dire cto r’s skills and exper ienc e ( set out on pages 90 - 93 ), the Board bel ieves that the re- e lec t ion of all direc tor s is in the bes t interes ts of Airtel Africa.

103
Airtel Africa plc
Annual Report and Accounts 2022
Governance report

Audit and Risk Committee report

Chair’s statement

I’m pl eased to p rese nt the w ork of o ur co mmit te e dur ing th e year . Our m embe rs are u ncha nge d – we’re a team of inde pen dent non - exec ut ive direc tor s with the nancia l experi enc e, comme rcial acum en and indust r y knowl ed ge to f ul l our resp onsibi lit ies . We’ve cont inue d to fac e pand emic - relate d chal leng es for mu ch of t he nanc ial year , includ ing work ing and internat ional trave l restr ic ti ons. Howe ver , I’m please d to rep or t t hat our exter nal audito rs were able to mee t sele c ted au dit tea ms and manag eme nt in pe rso n to pe r for m th e year - end au dit . I ’m also pl ease d that ou r com mit tee w as able to m eet in pe rso n in Feb rua r y in D ubai an d made go od us e of tec hnol og y to hol d robus t and m eanin gfu l vir tual me etin gs thro ugho ut th e year .

Key areas of focus

We conti nue d to loo k in dept h at ce r t ain aspe c t s of the c ont rol envir onme nt , par tic ular ly the presume d risk of ma nagem ent overr ide of contro ls includi ng fraud , IT secur it y and cybe r risk. Th e ndings of our inte rnal a udi t revie ws dur ing t he year in e ach of t hese a reas were share d wit h our c ommi tt ee. We reviewe d th e pro cess fo r ide nti f yin g and mi tigat ing p rin cipa l and emer gin g risk s, chall engi ng managem ent act ions where app ropr iate. We adopte d a new r isk app eti te s tate ment lay ing ou t our r isk app eti te, tolera nce limit s and governa nce oversi ght proc esses to make sure ris ks a cross t he G roup s t ay wit hin an a cce ptab le and manageable range. The re are t wo chang es to o ur princ ipal and emergi ng risks for the year end ed 31 March 2022: the pos t-B rexi t reg ulator y enviro nment is no lo nger c onsid ere d an eme rging r isk and C ovi d- 19 is now a lowe r princi pal risk . The prin cipal and emerg ing risk s and si gni ca nt judg eme nt s made in c onn ec tio n wit h th ese r isks a re set ou t on pa ge 83 . We als o examine d the interplay bet we en the mandator y T ask Force on Climate - relate d Financ ial Disclo sures (TCF D ) and our sustai nabili t y repo r t ing. We’ve ass ess ed t he risk s an d opp or tu nit ies lin ked to climate c hang e and ho w thes e shou ld be r epo r ted . We set ou t in our sust aina bili ty s t rateg y our c ommi tme nt to pub lishing i n mid -2 022 detaile d plans for meaningful carbon redu ctio n throughout our entire value chain ahead of our rs t sust ainab ilit y repor t . W e have conduc ted a T CFD gap analysis and set o ut a roadm ap for a chie ving ful l T CFD compliance. O ur committee i s comfor table with the appr oach adopt e d. For our TCFD disclosure s see page 54 of the st rateg ic repor t. As w ell as ou r usual revi ew of ac cou ntin g judg eme nts a nd disc losure s on key a cco unti ng matter s, we reviewe d the treatm ent of si gni ca nt tra nsac tio ns during the year . The se includ ed the sale of the tower por tfo lio and subsequ ent leasing arr ange ment s , various renan cing arrangements and strategic investments in our mobile money busine ss , and t he cont rols and proces ses involve d in s epar atin g this busines s. We c onti nue d to mo nitor the integ ri ty of our nanc ial st atem ent s and the ee ct iven ess of t he inter nal and exter nal audit processes . We m eet regula rl y , inde pen dent ly of ma nage ment , wit h both exter nal and interna l auditor s, and are satis ed that neit her is being unduly inu enc ed by manage ment . I also h old regu lar meet ings wit h our CFO and ot her me mbe rs of mana geme nt to bet te r unde rs ta nd th e issues that ne e d discus sion at c ommi tte e me eti ngs. A nd I re gular ly e ngage wit h key s ta kehol der s, inc ludin g Group Inter nal Assu ranc e, senio r manage ment and our exter nal audito r , on commit te e work . We c onti nue to ope rate wit h ope nnes s and trans paren cy, an d a sp iri t of robust chall eng e when neces sar y, to make sure o ur sharehol der s and other stakeholders are pro tec ted. In the coming year , we’ll condu ct a nance tale nt review, spend more time revi ewin g risk and f rau d, and overse e the nancial and cont rol consi dera tio ns connec te d to th e separat ion of the bre and A ir te l money bus inesses. I’d like to thank t he mana gem ent team at A ir te l Afr ic a and eac h of the c ommi t tee me mbe rs for t heir s upp or t an d cont ri but ion du rin g the yea r . I welc ome q ues tio ns fro m shareh old ers o n this c ommi ttee’s act iv iti es . T o discus s any asp ec t of t his repor t pleas e conta ct me thro ugh our compa ny secret ar y, Si mon O’H ara ( s ee page 2 40 for contac t det ails ). I’ll also be atten ding the 202 2 AGM and look for war d to th e opp or t unit y to me et and s peak to yo u the re.

Ravi Rajagopal
Chair, Aud it and Risk Commi t tee
10 May 2022

Attendance

Meetings attended
Ravi Rajagopal Chair 10 (11)
Andy Green 11 (11)
Annika Poutiainen 11 (11)
Awuneba Ajumogobia 11 (11)

Ravi Rajagopal
Chair, Aud it and Risk Commi t tee

Part 1
Governance report

104
Airtel Africa plc
Annual Report and Accounts 2022

Committee governance

Responsibilities

Our comm it tee overs ees nanc ial repor ting , interna l controls and risk manage ment , Gro up Assur anc e and A udit , and our relatio nship wit h the ex te rnal au dito r . For more deta il, pleas e see the commit te e’s te rms of refere nce at ww w.a ir tel.afri ca /inv estors/ gov ernance.

Composition

This comm it tee consis t s of fo ur indep end ent non - execu ti ve dire cto rs: Ravi Rajago pal ( chai r ), Andy Gre en , Annika Pout iaine n and Awuneba A jumogobia. Provisi on 2 4 of the Code says : i.

This commit te e consist s of four independent non-executive dire cto rs: Ravi Rajago pal ( chai r ), Andy Gre en , Annika Pout iaine n and Awuneb a Ajumog obia . Provision 2 4 of t he Code says : i.## Governance report

Audit and Risk Committee report

At least one committee member should have recent and relevant financial experience. The Board is satisfied that Ravi Rajagopal meets this requirement. Ravi held financial leadership roles at Diageo until retiring in 2015, including group controller in the UK and global head of mergers and acquisitions. His skills in finance, and control and risk have been developed over a career working in senior strategy and management roles. As a qualified chartered accountant, Ravi has lectured at Oxford University and Imperial College.

ii. The committee, as a whole, shall have competence relevant to the sector in which the company operates. As a collective, we have a thorough understanding of the telecoms sector, including recent and relevant financial experience and expertise gained through various corporate and professional appointments over the years. For more about Ravi, Andy, Annika and Awuneba, see the directors’ biographies on pages 90 - 93. Our company secretary is secretary to the committee.

Meetings during the year

Our scheduled quarterly meetings take place shortly before Board meetings. We usually meet beforehand for a pre-meeting to focus on internal audit and discuss any issues needing more time. We held five scheduled meetings and five combined Internal Assurance and pre-meetings during the year. Attendance during the year is set out on page 102. We also met twice between the end of the financial year and the signing of this Annual Report. Our meetings are also attended by the CEO, CFO, deputy CFO, head of internal audit and Chief compliance and risk officer, along with internal audit partners (ANB and EY) and other senior executives. Representatives of our external auditor, Deloitte, were invited and attended all meetings, except for one meeting on 29 March, 2022. Akhil Gupta also attends our committee meetings as an appointed observer on behalf of Bharti Airtel. Other senior finance and Executive Committee leaders sometimes attend and present to our committee if specialist knowledge is required. The committee chair meets privately with each of the CFO, head of internal audit and risk assurance, Chief compliance officer and our external auditor to ensure the effective flow of material information between the committee and management. We also regularly make time for discussion at the end of meetings without management being present.

Effectiveness

The external Board evaluation reviewed the committee’s effectiveness and sought feedback from its members and the external adviser. We discussed the output, which concluded that we had operated effectively throughout the year. We also confirmed our areas of focus for the year ahead. We review our terms of reference yearly – and this year, we revised them to bring clearer alignment with Code provisions and updated FRC guidance. This included our responsibilities related to:
* The consistency of our narrative reporting (Code provision 25 and FRC guidance 37 and Code Principal N and provision 27)
* Reviewing and approving the statements in the Annual Report around internal control, risk management and the viability statement (Code provision 28 and FRC Guidance paragraph 44)

These terms of reference are available on our website www.airtel.africa. For details of the Board evaluations see page. For details of the Board evaluations see page 103.

Part 1 | 105 | Airtel Africa plc | Annual Report and Accounts 2022

Governance report

Audit and Risk Committee report continued

Our work during the year

At each quarterly meeting, we review summary reports from internal assurance, as well as financial results and details of action 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 2021/22

Strategic focus for risk management and internal control 2021/22	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	As part of our key issues report, we reviewed our quality of service reports, conducted design and compliance reviews, and ensured that learnings were applied across the business. In addition to quantitative data, we requested more qualitative assessment and information to enable members to exercise good judgement.	See page 111
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	After a series of workshops held around the business, we adopted the updated Risk Appetite Statement (RAS) framework and an exception-based risk reporting approach. We will review the key risk indicators and tolerance limits yearly. We made several improvements to the framework and plan, and conducted the following thematic reviews: (i) HR risk review: we noted that the HR scorecard was escalated to the CEO monthly and that the four top HR risks were talent acquisition, succession planning, occupational health and safety and work location (future risk). We discussed mitigating actions and KPIs for HR risks. (ii) Supply chain management risk review: we discussed how risks for supply chain management are identified. Four major risks were identified relating to the increasing structure and vendor governance – along with mitigating actions. (iii) Financing and foreign currency risk: we discussed: – Exchange rate volatility and devaluation risk – Liquidity and refinancing risk – Depth of market/products and banking landscape and treasury governance – Related internal controls and compliance As most of Airtel Africa’s operations are in currencies which have and are expected to devalue against the USD in the medium/long term, we discussed mitigation strategies. These include rebalancing debt from Group level to OpCo level and introducing a governance system during the year to monitor and improve OpCo treasury activity. We also strengthened the ability of local teams to manage additional complexity and strategic projects. (iv) Enterprise business risk review: this looked at top enterprise risks and our processes for registering, processing, monitoring and implementing all observations identified by Internal Assurance. (v) Airtel Money: we reviewed the register of significant risks and assessed regulatory-related implications of a breach. We also reviewed back-end controls and supported actions to strengthen Know Your Customer and minimise commission arbitrage. (vi) IT security risk: we reviewed the risk of technology obsolescence, examined our network resilience and business continuity plans, conducted cyber and information security reviews including a dark web analysis, and concluded additional IT security checks. (vii) Network: we reviewed the risks of technology obsolescence and our digitisation and innovation plans. (viii) Regulatory: we reviewed risks related to Know Your Customer and quality of service non-compliance, licence fees and telecoms taxes, and other top risks. We recommended that post-Brexit risk be dropped as an emerging risk.	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 the potential impact of these risks.	See page 83
Clarifying processes and controls to help people identify, monitor and mitigate risk earlier and more effectively	Reviewing the assurance processes supporting certain aspects of the TCFD and sustainability sections in the 2021/22 Annual Report	We reviewed the risks and opportunities resulting from our assessment of climate change and how these should be reported. We concluded that the assurance processes supporting the narrative reporting in the Annual Report in the areas are satisfactory.	See page 86 for our climate change risk disclosures
Reprioritising the audit scope to focus on areas with potential business impact	We rolled out key financial controls across the different functions. This started with a self-assessment exercise followed by an Internal Audit validation exercise of the self-assessment.

Part 1 | Governance report | 10 6 | Airtel Africa plc | Annual Report and Accounts 2022# Governance report

Audit and Risk Committee report

2021/22 committee objectives

| Actions taken | Cross-reference # Governance report

Audit and Risk Committee report

Our considerations included:

• Fairness and balance
  • Is the report open and honest? Are we reporting on our weaknesses, difficulties and challenges alongside our successes and opportunities?
  • Do we clearly explain our KPIs and is there strong linkage between our KPIs and our strategy?
  • Is there a fair balance between alternative performance measures (APMs) and reported figures?
  • Do we show our progress over time and is there consistency in our metrics and measurements?
• Understandable
  • Do we explain our business model, strategy and accounting policies simply, using precise and clear language?
  • Do we break up lengthy narrative with quotes, tables, case studies and graphics?
  • 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 29 April and 5 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 29 March, 6 and 10 May 2022.

Part 1

Governance report

108 Airtel Africa plc Annual Report and Accounts 2022

Key transactions, judgements and estimates and our response

We considered the following key transactions, judgements and estimates in the context of the financial statements, discussed them with our external auditor, and have found the response to each appropriate and acceptable.

| Key area | Actions and conclusions ## Part 2 Governance report

Audit and Risk Committee report continued

The committee reviewed and challenged the accounting for this transaction and were satisfied with the cost of the buy-back including transaction costs being taken through equity.

Review of effective tax rate

The committee reviewed and challenged management’s calculation of the effective tax rate every quarter and found this to be satisfactory.

Review of tax/legal/regulatory matters

The committee 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 by management as probable, possible or remote and as satisfied with the accounting conclusions reached by the management.

Exceptional items

We reviewed all exceptional items during the year and considered whether the items met the definition as an exceptional item under Group policy and FRC guidance and were satisfied with management’s position and conclusions. We reviewed the Group’s exceptional item threshold at the beginning of the year and agreed to manage ment’s proposal to increase the threshold in line with the size and performance of the Group. We will continue to review the relevance of the Group’s exceptional item policy with respect to applicability and thresholds every year in line with FRC guidance and the practices adopted by other FTSE companies. For more information on exceptional items refer to note 11 of the financial statements.

110 Air tel Africa plc Annual Report and Accounts 2022

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 80 - 86. The Board also approved the statement of the principal risks and uncertainties set out on pages 83 - 86.

Progress in 2021/22

Each quarter, our CEO and CFO provide a compliance certificate connected to the preparation of our financial results. This includes the policies and procedures for areas of the business under their responsibility and confirms the existence of adequate internal control systems throughout the year. Our committee reviews any exceptions noted in this exercise.

Working to minimise the risk of fraud, bribery and corruption

Minimising the risk of fraud is one of the key priorities for Internal Audit, and we take a range of actions to do this. These include assessing the quality of balance sheet reconciliations, key judgement matters, tenders and quotations, and controls over payments and associated applications. We continue to focus on limiting our potential exposure to bribery and corruption risks, for example by providing mandatory training, reviewing financial records and developing our policies and procedures. Our contract management system includes mandatory certification to our Code of Conduct and anti-bribery and corruption policy. Each year, every employee must take part in computer-based training on anti-bribery and corruption and our Code of Conduct. Our Internal Audit team reviews our anti-bribery compliance programme to assess its continued effectiveness. We will continue to assess bribery risks in our markets to refine and improve our anti-bribery compliance programme. Our committee also monitors and oversees procedures around allegations of improper behaviour and employee complaints.

Whistleblowing procedures

Our whistleblowing programme is a confidential channel through which employees can report unethical practices or wrongdoing. We have an independent whistleblowing process managed by an external professional services firm from their Centre of Excellence in South Africa. Throughout the reporting period, we received updates on the volume of reports, key themes emerging from these reports and the results of related investigations. We assess the reports for the category and level of concern and consider these in line with a protocol for review, investigation, action, closure and feedback. This is done independent of management where necessary, but 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 ending 31 March 2022, we investigated 74 incidents received through various customer touch points and our formal whistleblowing channels. These were of varying magnitude, with two above the Executive Committee threshold. One was investigated by an external partner, and over 90% of the cases 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 resources issues which indicated no compliance concerns or serious breaches of our Code of Conduct.

Our committee chair reports to the Board at each of its meetings on the operation of our Code of Conduct, anti-bribery and corruption and whistleblowing procedures. This report contains enough detail to enable the Board to oversee these areas and make sure arrangements are in place for a proportionate and independent investigation of related matters and for follow-up action.

Internal Audit

During the reporting period, we enhanced our internal audit risk assessment process by standardising our approach to risk assessment. This allows regular reassessment of risk areas to make sure new and emerging risks are addressed as needed, as well as more dynamic audit planning. Our Internal Audit team considers compliance with internal policies, regulatory obligations and fraud risk mitigation as part of their independent testing and evaluation. The team is governed by the internal audit charter, as approved by the Audit and Risk Committee, and is headed by our Chief Internal Auditor, who reports to the committee and the CEO. The committee chair regularly meets with the Chief Internal Auditor to discuss the team’s activity and any significant issues arising from their work. Our committee approves the annual audit plan in the first meeting of each financial year. We then receive quarterly updates on activities, progress against the plan, the issues arising from audits and action plans to address concerns. This year, we reviewed and approved the detailed audit plan as dynamic and ensuring that Internal Audit’s areas of focus remain appropriate.

111 Air tel Africa plc Annual Report and Accounts 2022

Audit and Risk Committee report continued

Our Internal Audit team implemented various initiatives during the year to help achieve their mandate and strategic objectives.

Proactively managing the risk of fraud: A fraud risk assessment exercise was rolled out across all OpCos and HQ offices to identify, register, monitor and manage fraud risks within our operations. There are plans to automate this exercise to support continuous monitoring of the risks identified and maintain an up-to-date fraud risk register. We also revised our anti-fraud policy during the year. This is now included in the annual mandatory anti-fraud certification undertaken by all employees each year. From the next financial year, this online anti-fraud training will be extended to key partners and suppliers.

Key controls: We introduced a key controls framework across all 14 OpCos. These controls are an extension of our internal financial controls framework (ICoFR) which include non-ICoFR processes and controls. These include compliance with critical internal policies and procedures, compliance with local regulatory requirements and maintaining effective IT security and operational processes. They’re in place to strengthen our internal control environment through regular monitoring of key internal risks. There are 76 key controls which cut across Airtel Africa functions. Our Internal Audit team also validates monthly management self-assessments reports results to the Audit and Risk Committee quarterly. Over the next financial year, we’ll extend these key controls to cover head office review procedures. We’re also planning to automate the validation of certain key controls to provide continuous monitoring and lead to a stronger control environment.# Governance, Risk and Compliance (GRC)

We identified a comprehensive and updated GRC system which we’ll bring onboard to manage GRC centrally in line with industry and government regulations across all areas of Airtel Africa. We’ll fully implement the new system during the next financial year, following audit and case management solutions going live in April 2022. We also intend to expand our data analytics capabilities by fully embedding analytics within our audit workflow to identify red flags, analyse trends, cover complete data sets and improve the accuracy of audit testing.

Quality Assurance Improvement Programme

We also implemented a quality assurance improvement programme during the year. Our Quality Assurance team identified key activities to prioritise for the first phase, with an initial focus on strengthening our process for assessing and managing internal risks and executing audits. We updated our internal audit policies and procedures accordingly. We also began to send internal audit clients satisfaction surveys to key stakeholders after engagements to understand how well auditors are achieving their goals and objectives.

External Auditors

Engaging Our Auditor

Our committee manages our relationship with the external auditor. Each year, we assess their performance, effectiveness and independence and recommend their reappointment or removal to the Board. Our external auditor is Deloitte LLP (UK). The lead partner is Mark Goodey, who has been in post since October 2018 and will retire at the end of Deloitte LLP’s financial year after the Airtel Africa 31 March 2022 audit. He will be succeeded as lead audit partner by Ryan Duffy. Ryan has been a partner in Deloitte’s International Audit Group and currently leads the Africa Services Group. With over 20 years’ experience serving audit clients across a broad range of sectors, geographies and regulatory environments, Ryan relocated to the UK from Deloitte in Johannesburg where he worked as an audit and advisory partner to several multinational listed clients. His previously held leadership positions at Deloitte in South Africa required him to travel throughout Africa, providing perspective of the continent and its opportunities. Ryan was appointed following an interview and selection process led by our committee chair and our CFO Jaideep Paul. As well as being invited to attend all committee and relevant meetings since October 2021, Ryan has met with our committee chair, CFO and senior finance leaders and shadowed Mark Goodey as he completed his year-end audit.

Effectiveness of the External Audit Process

After reviewing and challenging the work done by Deloitte during the year, we approved Deloitte’s terms of engagement and are fully satisfied with their performance, objectivity, quality of challenge and independence. We recommended to the Board, which in turn will recommend to shareholders at our 2022 AGM, that Deloitte should continue as our external auditor and be reappointed for the 2023 financial year. With the appointment of Ryan Duffy, we believe the independence and objectivity of the external auditor are safeguarded. Our next competitive tender is planned for the 2029 year-end audit in line with current regulation. This timetable is subject to annual assessment of Deloitte’s effectiveness and independence. There are no contractual obligations which restrict our choice of auditor, nor is there 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 tendering and the provision of non-audit services.

Working With Our Auditor

The lead external audit partner and his team attend our committee meetings to provide insight and challenge and to report on their review of the half year results and audit of the year-end financial statements. To facilitate open dialogue and assurance, we also hold private sessions with our auditor without management present. Our committee chair regularly meets with Deloitte outside of scheduled committee meetings. A number of 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.

Part 3 Part 4 Governance report 112 Airtel Africa plc Annual Report and Accounts 2022 Part 5

Through out the year, audit teams deliver:
* An interim review by Deloitte UK for our half year
* The Airtel Africa consolidated financial statements signed by Deloitte UK
* 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 found no significant deficiencies in controls or issues with our accounting judgements and estimates in the areas in which they adopt a controls reliance approach. 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.

Using Our Auditor for Non-Audit Services

We safeguard auditor independence and objectivity through a number of control measures, including limiting the nature and value of non-audit services performed by the external auditor. Where we consider our external auditor to have the most appropriate skills, expertise and safeguards, we may consider using them for certain acceptable non-audit services. Their knowledge of our business may make such services more cost-effective and ensure confidentiality. Our non-audit services policy sets out the circumstances in which the external auditor can perform non-audit services. It restricts the provision of non-audit services as prohibited by the FRC Revised Ethical Standard 2019 and provides a monetary threshold for approved services. Our committee reviews and pre-approves any non-audit services with fees above the threshold or not stipulated by the policy. Under our policy on non-audit services, the CFO has authority to approve permitted services up to $50,000, with any amounts above this requiring committee approval. Our review of the auditor’s performance during the reporting period included non-audit services and the ability of Deloitte to maintain its independence while providing these services. The non-audit services work for the financial year included half year review work for our company, quarterly audits for our parent, Bharti Airtel and control attestation in Zambia and Uganda required by local regulations and ESEF assurance. The value of this was $1.5m, representing approximately 25% of Deloitte’s total remuneration as set out in note 8.1 to the consolidated financial statements on page 186.

Finance Committee

Our Finance Committee is an operational management committee overseen by and subsidiary to our committee. Its two independent non-executive director members are also members of the Audit and Risk Committee. Given the complexity and importance of finance, treasury and tax policy matters, the Board has delegated oversight and governance to this specialist Finance Committee. This has strengthened our adherence to the relationship agreement and treasury and tax controls. This committee frames our finance policies and procedures, creating risk framework mechanisms for treasury and tax to help achieve our strategic financial goals with a balance of initiative and risk control.

Committee Duties

• Ensures our treasury activities are carried out within an agreed policy framework
• Makes sure activities are within agreed levels of risk and will contribute to our financial performance through focused management
• Makes sure operations are appropriately funded and conducted in line with policy
• Ensures the overall treasury objective and specific objectives for each main treasury activity are consistent with both financial and corporate business objectives
• Recommends the strategic tax policy for approval by the Board
• Ensures adequate liquidity to meet financial obligations based on cash flow forecasts
• Optimises the interest cost on gross debt within prudent risk parameters
• Determines and approves the derivatives policy on swaps, foreign exchange and interest rate hedges
• Generates reasonable commercial returns on investments to protect investment capital and ensure desired liquidity
• Minimises the adverse impact of foreign exchange movements associated with transactions and our operating exposure in various currencies due to multinational operations
• Maintains diversified access to various local and global debt and# Governance report

Nominations Committee report

Chair’s statement

I’m pleased to present the Nominations Committee report for 2021/22 and to share our plans for the coming year.

Changes to the Board

We continue our efforts to ensure that our Board is made up of people with the appropriate drive, abilities, experience and diversity in its broadest sense to lead Airtel Africa in delivering on our strategy. Our committee oversees succession planning for senior management to ensure we have a consistent pipeline of diverse talent in place for progression to the Board.

The 2021/22 year saw some exciting changes to the Airtel Africa Board. As part of our planned succession process, we oversaw the appointment of Segun Ogunsanya as managing director and Chief executive officer of Airtel Africa. Segun joined the Board with effect from 1 October 2021. We announced that Jaideep Paul, Chief financial officer, would join the Board as executive director on 1 June 2021. And we appointed a new independent non-executive director, T sega Gebreyes, in October 2021. T sega is a native Ethiopian with deep investment and operating background in Africa and TMT, starting with her role in building Celtel International. She is also the founding director of Satya Capital Limited.

As part of our ongoing review of the Board’s current and future needs, we reviewed the tenure of all directors and discussed future Board rotation. We recognise that our large Board is not yet gender balanced, despite including four women. This imbalance should correct itself through retirement and rotation over the next few years.

Board diversity

Airtel Africa is a multicultural business, and our ethnic diversity is reflected in our Board, our leadership team and our employees mix. We’re committed to ensuring diversity in terms of culture, age, gender, ethnicity, length of service and educational background – and will continue to build an inclusive and diverse workplace. We count this as a core strength of our business.

We’re privileged to have a Board of directors with a broad diversity of skills, experience, age and nationality to perform their vital role. This is invaluable in developing our business strategy and enhancing our governance capabilities.

As you can see from their biographies on pages 90-93, 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

Attendance

Meetings attended	Sunil Bharti Mittal (Chair)	3 (3)
	Andy Green (Senior independent non-executive director)	3 (3)
	Ravi Rajagopal (Independent non-executive (Audit and Risk Committee chair))	3 (3)
	Doug Baillie (Independent non-executive (Remuneration Committee chair))	3 (3)

About the committee

Led by the chair of our Board, our committee consists of independent non-executive directors. Our CEO and HR director are also invited to attend committee meetings and submit reports.

We met formally three times during the 2021/22 financial year. Our primary focus was on longer-term succession planning for the senior executive team, improving diversity across our business, and the induction of T sega Gebreyes.

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 will, of course, keep this under regular review.

The committee’s work and focus in 2021/22

• Reviewed the Board’s composition, balance, diversity, skill sets, individual directors’ time commitment and overall effectiveness against future needs
• Reviewed our succession and contingency planning across the business, linking this to individuals’ professional development at senior management level to help senior management demonstrate their potential for progression and develop a diverse pipeline of talent
• Appointed T sega Gebreyes as an independent non-executive director and invited her to join the Remuneration and Sustainability Committees from April 2022
• Reviewed the fees paid to the Group chair – benchmarking data shows these fees are competitive
• Considered the early-stage strategy and plans to create a standalone Airtel Money entity and the trajectory to listing – as well as the strength of talent to manage this new entity once separated
• Recommended to the Board that each director be proposed for re-election by shareholders at the July 2021 AGM
• Reviewed and put in place mentoring opportunities for the new CEO
• Reviewed policies and processes to promote diversity in our operating country Boards and senior management teams and put in place a development programme for suitable internal candidates
• Worked to attract diverse, highly skilled and talented employees by:
  • Tackling unconscious bias
  • Maintaining a gender balance on shortlists for management positions
  • Ensuring all recruiters have signed the Standard Voluntary Code of Practice
• Worked to retain the best talent by:
  • Promoting a good work/life balance
  • Encouraging equal opportunities for all
• Set new targets to increase the number of women in leadership positions by 2026 and to achieve gender-balanced short lists. We’ll 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 any applicant characteristic.
  • Appointed three women to senior roles in our operating companies – customer experience director and enterprise director for Zambia and enterprise director for Nigeria

In 2021/22:
* 26% of total Group employees were women
* 28% of the Executive Committee were women (target 30% by 2023)
* 25% of appointments in the year made at the level of general manager and above were women

Evaluating our Board

As part of our corporate governance review each year, we examine the independence and diversity of our Board and the balance of skills and development needs of members. In mapping the skillsets of our Board members against our current strategy and annual operating plan, we confirmed that our non-executive directors have significant experience in the areas of strategy, risk management and M&A. In light of a recognised need to strengthen our operating background in Africa and TMT, we appointed T sega Gebreyes to the Board.

Our committee also monitors the succession planning for management immediately below the Board. We’re working to support and encourage a growing pool of talent able to step into top roles at Airtel Africa.# Governance report

Nominations Committee report

Our work to identify executives with potential and to encourage their development led to several significant internal promotions in and across our operating companies this year. I welcome questions from shareholders on this committee’s activities. If you’d like to discuss any aspect of this report, please contact me through our company secretary, Simon O’Hara (see page 240 for contact details). I will, of course, be attending the 2022 AGM and look forward to the opportunity to meet you and answer your questions there.

Sunil Bharti Mittal
Chair, Nominations Committee
10 May 2022

Developing our Board

The ongoing development of our Board members is a priority. We inform directors about relevant seminars and training and encourage and support their attendance. We provide regulatory updates at each Board meeting; and specialist advisers brief our committees on topics such as changes to accounting procedures and UK corporate governance.

Our Board undertook a series of development activities during the reporting period, including training provided by our corporate legal advisers Herbert Smith Freehills LLP on the political environment, governance reform, liability to investors and directors’ duties.

Tsegia Gebreyes’ induction

Tsega Gebreyes was inducted through a series of sessions with our CEO, CFO and members of our Executive Committee and representatives of Deloitte. These focused on our strategy, operating and financial performance, budget and forecasts, human resourcing, diversity challenges and medium-term plans.

Specific activities

• October 2021
  • Met separately with the chair of the Board, the senior independent director, our CEO, our CFO and our company secretary
• December 2021
  • Met with each of our regional directors
• January 2022
  • Met with our corporate lawyers for onboarding training
  • Met with the chairs of our Audit and Risk Committee and Remuneration Committee
  • Had introductory meetings with non-executive directors: three independent (Annika, John and Awuneba) and two appointed (Kelly and Shravin)
  • Met with our Chief HR Officer, head of internal audit, risk and assurance, and Chief Compliance Officer
  • Met with our external auditors, Deloitte

Employee engagement

Our Board engages with employees in various ways to understand how we can enhance our people strategy and continue to bring our values to life. To understand the business at all levels, directors are encouraged to engage with local operations, either by visiting in person or through online meetings, strategy sessions and quarterly reports from our HR Committee. We arrange Board visits each year to operations – and at least one Board meeting is scheduled to take place at a regional location with representatives from the business present.

This year, our Board and committee programme took place in Dubai and was attended by many senior colleagues. Some members of the Board also met with employees to discuss both professional and personal matters – including feedback on moving our head quarters to Dubai from Nairobi, team capabilities and how we can build an agile high-performance culture.

The Board also stays on top of employee-related issues through:

• Our open-door policy, where employees can connect directly with our CEO or any ExCo director about anything
• Quarterly CEO-led town halls in English and French, where senior executives update employees on our business performance, organisational changes and take questions from employees
• Remuneration Committee updates on remuneration, people, culture, conduct and diversity
• Quarterly presentations and one-to-one meetings as necessary from our Chief HR Officer
• Quarterly reports from the HR Forum and Remuneration Forum chair to the Remuneration Committee on people, culture and wellbeing
• The results of our employee engagement survey and regular pulses shared in various OpCos and OpCo-led town halls
• One-to-one meetings between our ExCo and OpCo MDs and other leaders to discuss employee and personal wellbeing, team updates and career aspirations
• Regular ExCo market visits where leaders interact with teams at all levels of the business

Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our operating companies. In this role, he’s not expected to take on the responsibilities of an executive director or the Chief HR Officer. He’s responsible for supporting the 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, and particularly the 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 obtained from all levels of the workforce in various locations

Like other initiatives adversely impacted by pandemic-imposed restrictions, Sunil has had challenges to overcome in performing this role during the reporting period. He met with colleagues based in our Nairobi operating headquarters to discuss their views on the proposed office relocation to Dubai. He then shared the opinions and views expressed with the project planning team who incorporated them into planning and executing the move. The focus for 2022 will be to identify and facilitate communication mechanisms for effective and meaningful dialogue with the workforce.

For more on how we engaged with our people during the reporting period, see page 27.

Board and committee balance, diversity, independence and effectiveness

The chair of the Board is responsible for making sure independent non-executive directors can constructively challenge executive directors, while supporting them to implement the strategy and run the business effectively. He works with this committee to make sure the Board has the right blend of skills, independence and knowledge.

Appointing and re-electing directors

Our appointment processes

The Board has the power to appoint additional directors or to fill any vacancy. When recruiting new members for the Board, our committee adopts a formal and transparent procedure which considers the skills, knowledge and level of experience required, as well as diversity.

Governance report
116
Airtel Africa plc Annual Report and Accounts 2022

We begin by evaluating the balance of skills, knowledge and experience of existing Board members, the diversity of the Board, and ongoing requirements and strategic developments of the business. This enables us to focus our search process on appointing someone who will complement and enhance the Board’s effectiveness and overall performance. We review a long list of globally drawn potential candidates and shortlist candidates for interview based on the objective criteria set out in the agreed specification. These include the requirements of the Group, the diversity of the Board, and the balance of skills, knowledge and experience of current members. Non-executive appointees must be able to show that they have time available to devote to the role, and before being appointed all candidates must identify any potential conflicts of interest.

Shortlisted candidates are interviewed by the committee chair, other committee members and the CEO. The committee then recommends the preferred candidate, who is invited to meet other Board members. Finally, the committee takes up detailed external references before making a formal recommendation to the Board for appointment.

Board changes in 2021/22

In 2021/22, our committee oversaw the process to identify a new CEO to replace Raghu Mandava on his retirement, as well as the ongoing search for another woman director. To fill the CEO role, we worked with specialist recruitment agency Egon Zehnder, who abide by a voluntary code of conduct on gender diversity. The agency has no other connection with Airtel Africa. After following the process described above, including considering suitable internal candidates, our committee recommended Segun Ogunsanya to the Board as new CEO.

We recruited Tsega Gebreyes as a new independent non-executive director without using a search firm. We recommended Tsega after making sure she had enough time to devote to the role and had no conflicts of interest. Our committee monitored the integration and thorough induction of both directors.# Governance report

The only director to take on a significant new appointment during the year was Annika Poutianen, who began a non-executive role at Untzer Group GmbH in 2021. Before accepting the appointment, Annika discussed with our chair and company secretary the anticipated time commitment and agreed that she would continue to have adequate time to give to Airtel Africa Board duties.

Re-election

Every director will seek election or re-election at our annual AGM. All directors will stand for re-election at each year’s AGM while in office. Each director proposed for re-election at our AGM has been unanimously recommended by other members of the Board. More information on our appointments process is on page 116.

Effectiveness

The external Board evaluation reviewed our committee’s effectiveness and sought feedback from the committee members. We discussed the output of the evaluation, which concluded that we continued to operate effectively throughout the year, and confirmed our intended areas of focus for the year ahead. Each director goes through a performance review process as part of the annual Board effectiveness review, which confirmed that each director continues to make an effective contribution to the Board.

Advice available to the Board

All directors have access to the advice and services of the company secretary. Directors may also take independent professional advice at our expense where this is judged necessary to fulfil their responsibilities.

During the year, the Board took advice from:

• Alvarez & Marsal through the Remuneration Committee, as explained in more detail on page 122
• Herbert Smith Freehills LLP, our corporate legal advisers, through the Market Disclosure Committee on the identification of insider information
• Legal advisers Clifford Chance on share plan and remuneration policy matters
• Our brokers on the sector and the relative performance of our share price
• Egon Zehnder through the Nominations Committee, as explained in more detail on page 117

Diversity

The Board represents a broad range of skills, experience, age, ethnicity, gender and nationality. Our youngest director is 34 and the group is ethnically diverse. Most have spent a considerable amount of time living outside the UK, and this range of experience is invaluable in developing our business strategy and enhancing our governance capabilities.

Our policy is to appoint and promote the best person for each role without regard to age, ethnicity or disability – only considering factors such as educational and professional backgrounds as appropriate for the position. This applies to the entire business, including the Board. Our objective is to build diversity into our appointment and promotion processes at every level.

All Airtel Africa employees have completed our annual Code of Conduct training and certification, which covers our commitments on diversity, inclusion and anti-discrimination. We believe diversity is fundamental to the successful operation of our Board and to creating a balanced culture across our business.

The Board regularly reviews its balance and composition considering targets and recommendations for gender diversity, as well as the Parker Review and its report into ethnic diversity. We’ve gone way beyond the Parker Review target for FTSE 250 boards to have at least one director from an ethnic minority background by 2024. We also fully endorse the FTSE Women Leaders Review’s approach to increasing senior leadership diversity, including its voluntary target of 40% women on Board, Executive Committee and senior management teams. This also requires at least one woman as chair or senior independent director role on the Board or a woman as either our Chief executive officer or finance director by the end of 2025.

While we haven’t yet achieved these two gender-balance targets at Board level, we are making considerable progress. Regarding the first target, 31% of our Board are women (4 out of 13) representing 43% of our independent directors (3 of 7). On the second target, we will ensure that this is an integral part of our succession planning.

Gender diversity in our Executive Committee remains a challenge. We’re working to increase the number of women at this level as well as in our senior management teams (direct reports to the ExCo) by 2026. We’ll 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 any applicant characteristic.

Diversity and inclusion are, and will continue to be, a key focus for Airtel Africa.

117

Airtel Africa plc

Annual Report and Accounts 2022

Governance report

Nominations Committee report continued

Our diversity policy

Purpose

The Group has a clear ongoing purpose of ‘Transforming Lives’. Diversity and inclusion are a part of who we are and how we do business – in line with our values of being alive, inclusive and respectful.

Policy statement

We recognise that a diverse workforce is key to delivering value to our customers. So we work to create an inclusive environment that embraces our differences and helps employees work to their true potential. Our practices and policies to foster this include global mobility, talent acquisition and focused learning and development. We’re particularly focused on developing women in management and leadership roles and across our business.

Initiatives

1. Searching for 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
3. Focused mentoring programmes
4. Facilities for expectant and new mothers, such as reserved parking and mothers’ rooms
5. Women in tech programme
6. Women’s entrepreneurship programme to increase the percentage of self-employed women in sales and distribution roles

Training and awareness

1. An ongoing programme to counter unconscious bias
2. Using town hall sessions to drive awareness and 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. Monthly diversity review by our Chief HR Officer with HR directors of our regional businesses
2. Quarterly progress reports to our Executive Committee and Remuneration and Sustainability Committees before being reported to the Board
3. Quarterly progress reports to our management HR Committee

Gender balance

Category	Women (%)	Men (%)	Total
Group Board	4 (31%)	9 (69%)	13 (100%)
Employees
Group Executive Committee	2 (0.1%)	20 (0.6%)	22 (0.6%)
OpCo Executive Committee	43 (1.1%)	120 (3.2%)	163 (4.3%)
Senior and middle management*	16 (0.4%)	112 (3.0%)	128 (3.4%)
All other employees	904 (24%)	2,540 (67.6%)	3,444 (91.7%)
Total	965 (26%)	2,792 (74%)	3,757 (100%)

*Senior management is all general managers and above excluding the OpCo Executive Committee, and middle management includes all employees at senior manager level

Pay ratio reporting

Quoted companies with more than 250 UK employees are required to report each year on the difference in pay between their CEO and their UK employees. As Airtel Africa is outside the scope of this requirement given its small number of UK employees, we will not be disclosing our pay ratio for this reporting period.

Our ‘Win with’ strategy aims to drive the sustainable, profitable growth we need to continue creating value for all our stakeholders. To facilitate this, we aim to be an employer of choice with a diverse and inclusive work environment that continues to foster a culture of high performance, wellbeing, skills enhancement, and coaching.

Governance report

118

Airtel Africa plc

Annual Report and Accounts 2022

Our compliance with the UK Corporate Governance Code

1. Board leadership and company purpose

A. An effective and entrepreneurial board

Our Board is responsible for Airtel Africa’s system of corporate governance. As such, directors are committed to developing and maintaining high standards of governance that reflect evolving good practice. The Board provides strategic and entrepreneurial leadership within a framework of strong governance, effective controls and an open and transparent culture. This enables opportunities and risks to be assessed and managed appropriately. Our Board also sets our strategic aims and risk appetite, makes sure we have the financial and human resources in place to meet our objectives, and monitors our compliance and performance against our targets.And finally, the Board ensures we engage effectively with all our stakeholders and consider their views in setting our strategic priorities.

Roles and responsibilities

We have well-documented roles and responsibilities for directors, and a clear division of key responsibilities between our chair and CEO to help maintain a strong governance framework and the effectiveness of our Board. Our clearly defined policies, processes and procedures govern all areas of the business. These will continue to be reviewed and refined to meet business requirements and changing market circumstances. We re-examine budgets considering business forecasts throughout the year to make sure they’re robust enough to reflect the possible impact of changing economic conditions and circumstances. We conduct regular reviews of actual results and future projections compared with the budget and prior year results, as well as with various treasury reports. We monitor any disputes that could lead to significant litigation or contractual claims at each Board meeting, with updates provided by the CEO and CFO as part of their reports or tabled by the company secretary. We have a Board-approved framework of delegated authority to identify and monitor individual responsibilities of senior executives.

B. Purpose, values and strategy and alignment with culture

Our purpose is to transform the lives of people across sub-Saharan Africa. We do this through products, services and programmes that foster financial inclusion, drive digitisation and empower our 128 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. This year, the Board formally updated our Win with strategy model to ensure that sustainability, and working to deliver our sustainability strategy, underpins everything we do. Our Board believes that a healthy culture, which drives the right behaviours, protects and generates value and helps employees engage with our values, will lead to the successful delivery of our strategy. It is responsible for defining our values and setting clear standards from the top. Our chair leads the way by ensuring our Board operates correctly and with a clear culture of its own which can be promoted to our wider operations and dealings with all stakeholders. Our CEO, with the help of the CFO and his management team, is responsible for the culture within our wider operations.

We’ve continued to build our people capability through:

• Enhancing our online learning platform for greater access
• Encouraging skills development through short-term assignments and exchanges between operating companies
• Ensuring all employees have mandatory training in compliance areas such as our Code of Conduct, anti-bribery and corruption, and information security

As Airtel Africa plc ordinary shares have been trading on the main market of the London Stock Exchange since 3 July 2019, we apply the principles and provisions of the 2018 UK Corporate Governance Code (the Code) and explain any non-compliance. (See the Code at frc.org.uk.) While we have a secondary listing on the Nigerian Stock Exchange (NSE), we’re permitted by NSE listings requirements to follow the corporate governance practices of our primary listing market in London. The UK Financial Reporting Council (FRC) promotes high quality corporate governance and reporting through the Code. All companies with a premium listing on the London Stock Exchange must either comply in full or explain why and to what extent they don’t comply.

Throughout the year ended 31 March 2022, we have applied all the principles and complied with the provisions set out in the 2018 UK Corporate Governance Code except for in two areas: Provision 9, requiring that the chair be independent on appointment, and provision 41, our workforce engagement on executive remuneration.

For our TCFD disclosure pursuant to LR9.8.6R(8) see page 54 for details.

Simon O’Hara
Group company secretary

With each year that passes post listing, the UK Corporate Governance Code becomes even more embedded in how we think and act at Airtel Africa.

119 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Our compliance with the UK Corporate Governance Code continued

The Board receives regular reports that allows it to assess our culture to ensure it continues to support our strategy and purpose. Our Remuneration Committee helps our Board oversee our culture through its focus on diversity and inclusion, people and community engagement and our purpose and values. The committee tracks performance in these areas and reports to the Board as appropriate. These reports have led to Board discussion on matters ranging from the take-up of Covid-19 vaccinations to a deeper analysis of our whistleblowing hotline metrics. In both instances, the Board recommended changes to be able to satisfy itself that policy, practices and behaviours throughout the business were aligned with our purpose, values and strategy.

Annika Poutiainen, the Board Sustainability champion, reports to each Board meeting on the work of the Sustainability Committee. This committee, which currently meets monthly, also receives occupational health and safety updates at each meeting. Our Chief HR Officer regularly attends Board meetings and all Remuneration Committee meetings to provide updates on HR matters – including on culture, diversity and inclusion, talent acquisition and retention and employee engagement. The chair of the Remuneration Committee also includes these matters in his own report to the Board.

While our leadership establishes our culture and leads by example, our clear policies and Code of Conduct ensure that our obligations to shareholders and other stakeholders are clearly understood and met, as described in more detail on page 26.

C. Company performance and risk management

Our CEO manages the Group’s business in line with the strategic plan and approved risk appetite and takes responsibility for the operation of the internal control framework. Our Audit and Risk Committee oversees potential risks and provides the Board with strategic advice on current and potential future risk exposures. Our risk management framework supports informed risk-taking by our businesses, setting out the risks that we’re prepared to be exposed to and the risks that we want to avoid. More information on risk management can be found on page 80.

D. Stakeholder engagement

With the publication of our sustainability strategy and the ongoing development of our remuneration policy, our Board members are increasingly taking a more active role in engaging with shareholders and wider stakeholders. Our director induction process includes directors’ duties under section 172 of the Companies Act 2006. The Board regularly receives feedback on shareholder sentiment and sell-side analysts’ views of our business and the wider industry. Our Investor Relations team and management have frequent contact with the 11 equity research analysts who follow Airtel Africa. We considered stakeholder concerns when developing our sustainability strategy, as advised by the Global Reporting Initiative (GRI) and to strengthen our strategy and reporting.

Our Board discusses the impact of all major decisions on our workforce before drawing its conclusion. We also consider stakeholder impact in relation to material acquisitions and strategic expansion. While we’re working to better embed stakeholder considerations in Board decision-making, we do factor the needs and concerns of our stakeholders into Board discussions and decisions in accordance with section 172 of the Companies Act 2006 (see statement on page 26).

Sunil Bharti Mittal is our designated Board director for employee engagement, given his regular travel to our operating companies. A focus for 2022 will be to identify and facilitate mechanisms for more effective and meaningful dialogue with our people. For more on our initiatives to improve employee engagement see pages 26 and 116.

E. Workforce policies and practices

We expect all businesses and employees to work with the highest standards of integrity and conduct at all times. Our Code of Conduct, which can be found on our website, sets out our expectations in detail.We also have policies focused on anti-bribery and corruption, whistleblowing and data protection (GDPR) setting out the ethical framework that all companies and employees are expected to follow. Each year, our employees receive up-to-date training on legislative and regulatory matters. Our management processes and divisions of responsibility are detailed in the following documents, which can be seen on our website:

• Schedule of matters reserved for Board decisions, including profit expectations and dividend policy
• Terms of reference for Audit and Risk, Nominations, Sustainability and Remuneration Committees
• Policies covering operational, compliance, corporate responsibility and stakeholder matters, including ones related to the Bribery Act 2010 and anti-corruption – these are updated as necessary in line with developments in corporate governance and legislation
• Our Articles of Association

Our policies are reported against to the Board and / or Audit and Risk Committee by the head of Internal Audit, Chief compliance officer or company secretary. A description of our whistleblowing procedures is set out on page 111.

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. 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 2021/22 reporting period. Led by the senior independent director, the non-executive directors also meet at least once during the year without the chair to appraise his performance. The chair also meets formally with independent non-executive directors without our CEO or other non-executive directors present. Through these meetings, the chair ensures we maintain a fair and open culture where all Board members can make a strong contribution.

The Board is aware that Sunil Bharti Mittal did not meet the independence criteria of the Code when he was appointed due to his interests in the company. Considering his extensive involvement with the Bharti Airtel Group over many years and his major contribution to Airtel Africa’s growth, the Board unanimously agrees that his continued involvement is crucially important to our ongoing success. We have a number of safeguards in place to ensure robust corporate governance during his tenure as chair, including Andrew Green in position as a strong senior independent director. The Board believes Sunil Bharti Mittal continues to effectively oversee our leadership and maintain a balanced shareholder agenda.

Governance report
120
Airtel Africa plc Annual Report and Accounts 2022

G. Composition of the Board and division of responsibilities

Our Board consists of 13 directors: non-executive chair Sunil Bharti Mittal, who is not independent, CEO Segun Ogunsanya, CFO Jaideep Paul, seven independent non-executive directors and three non-executive directors. Andrew Green, CBE, is the senior independent director and Simon O’Hara is our Group company secretary. For more on our Board composition, see page 90.

The Board has an established framework of delegated financial, commercial and operational authorities which define the scope and powers of the CEO and of operational management. For more on our Board and executive roles, pages 90-95

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.

Following their appointment, each of our non-executive directors (both independent and non-independent) received an induction that focused on the culture, operational structure and key challenges of Airtel Africa. Details of this induction are on page 116.

I. Board processes and role of the company secretary

We have a range of processes in place to make sure our Board is fully informed in a timely manner to be able to perform its duties. Directors receive papers before each Board and committee meeting. This allows them to prepare for meetings and to send in their views if unable to attend. The CEO sends updates to members on important issues between meetings. Members also receive a monthly report on key financial and management information, as well as regular updates on shareholder issues and analysts’ notes. This information is distributed through a secure online portal.

All directors have direct access to the advice and services of the company secretary. And non-executive directors can take independent legal advice at our expense when necessary to fulfil their duties to the company.

At the half year, we took the opportunity to review our Board and committee processes to build on actions introduced following the annual evaluation exercise. Coordinated by the company secretary and led by the chair, we considered feedback from Board members to restructure the agenda and create a new template for papers. We’ve since found that meetings are run more efficiently, with more time for strategic and business discussions. We’ll continue to improve our efficiency by introducing a process to approve suitable papers ‘by consent’ before each meeting.

3. Composition, succession and evaluation

J. Board appointments

As part of our 2021/22 Board evaluation, we reaffirmed that each of our independent non-executive directors is independent in character and that there are no relationships which could affect their judgment. The main objective of our Nominations Committee is to make sure we have the best possible leadership team by overseeing a formal and rigorous and transparent process for appointing and removing directors to or from the Board, our committees and other senior roles. The committee also works to improve diversity and develop our succession planning processes. During the reporting period, Tsega Gebreyes was appointed to the Board and our CFO, Jaideep Paul, was appointed an executive director and continues to attend all Board and Audit and Risk Committee meetings. For more on our Nominations Committee’s activities and processes, see pages 90-93.

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 90-93.

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. While the Code requires an externally facilitated evaluation at least every three years, we have chosen to do this in each of our three years since listing to enable us to plan effectively for the future. See page 103 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. We also enhanced our internal audit risk assessment process to allow for better coverage and more dynamic audit planning.

During 2021/22, Deloitte UK performed an external statutory audit of the year ended 31 March 2022, and a half-yearly review. See page 112 for a discussion of their independence and effectiveness.# Governance report

Our compliance with the UK Corporate Governance Code continued

N. Fair, balanced and understandable assessment

Pages 17-19, 24-25, 31-42 and 80-86 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.

O. Risk management, internal control and determining principal risks

As highlighted in the strategy and risk sections of the strategic report, risk management is inherent to our management thinking and business planning processes. The Board has overall responsibility for establishing and maintaining our risk management and internal control systems. Our Audit and Risk Committee supports the Board in reviewing the effectiveness of our internal controls, including financial, operational and compliance, and risk management systems. For more on the activities and processes of this committee, see pages 104-113.

5. Remuneration

P. Remuneration policies and practices

Our proposed policy is intended to attract, motivate and retain high-calibre directors, to promote the long-term success of Airtel Africa, and to be in line with best practice and the interests of our stakeholders. There are two key principles of our remuneration policy. One, the structure of remuneration packages and the design of performance-based schemes, should be aligned with stakeholders’ interests and support our business strategy and objectives. And two, the performance-based element of remuneration should be appropriately balanced between the achievement of short-term objectives and longer-term objectives.

Our current Remuneration Policy was introduced at the 2020 AGM. This was designed to be appropriate for a newly listed company in the UK, while taking account of our very specific circumstances: being listed on the LSE with a secondary listing on the Nigerian Stock Exchange and operating in 14 countries in Africa.

Provision 4 1 engagement with the workforce

During the year, the Remuneration Committee did not engage systematically with our people to explain how executive remuneration aligns with wider company pay policies. The committee has been tasked to identify and recommend to the Board a pathway to compliance which will be embedded and effective in time for next year’s annual report disclosures.

Q. Procedure for developing remuneration policy

The committee regularly reviews our policy to ensure that it operates as intended, is in line with best practice and is aligned to our business strategy. In 2021/22, the committee decided to change the way the policy is implemented in two areas: requiring one-third of any bonus paid to executive directors to be deferred (rather than any bonus more than 100% of salary) and introducing a two-year post-employment holding period. Both changes were made to take account of current best practice and are more restrictive than required by the approved policy.

The committee also considered the policy in the light of the evolution of our strategy and changes to the executive membership of the Board. The committee has decided to put the policy to a shareholder vote at the AGM later this year (one year early) to formally incorporate the features introduced in the last two years and make further sensible adaptations to reflect the appointment of the new CEO and the CFO.

R. Exercising independent judgement

In the year ended 31 March 2022, 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 128-150 for more detail.

LR 9.8.6R Climate-related financial disclosures

We have made our first climate-related financial disclosures consistent with the TCFD recommendations in compliance with the requirements of LR 9.8.6R. See page 54 for our disclosures consistent with the four thematic themes and 8 of the 11 specific disclosure recommendations, as well as an explanation of why we’re not disclosing our targets and metrics in this report and a description of our pathway and timeframe to full compliance.

Governance report

Directors’ report

This section contains the remaining matters not covered elsewhere on which the directors are required to report each year.

Profit and dividends

Statutory consolidated profit for Airtel Africa after tax for 2021/22 was $755m (2020/21: $415m), and for the company the loss after tax for 2021/22 was $7m (2020/21: $6m). Details of our dividend distribution during the year are set out on page 204 – note 27.1 to the consolidated financial statements.

Subject to the approval of our shareholders, the directors have recommended a final dividend for the financial year ended 31 March 2022 of 3 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 www.airtel.africa.

On 27 October 2021, the Board declared an interim dividend of 2 cents per ordinary share. This was paid on 10 December 2021 to shareholders who were on the UK and Nigerian share registers on 12 November 2021.

Directors

The names of our current directors, along with their biographical details, are set out on pages 90-93 and are incorporated into this report by reference. Directors serving during the year are listed on page 210. Details of directors’ interests in our share capital are in our directors’ remuneration report on page 145.

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.

Share capital and control

We have two classes of shares:

1. 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.
2. Deferred shares – these carry no voting rights.

Details of our share capital movement during the year are set out in the consolidated statement of changes in equity on page 164.

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	Pages
Details of our long-term share plans	134
Details of where a shareholder has agreed to waive future dividends
The ongoing waiver of our EBT and dividends payable on shares held in trust for use under our employee share plans	124
Relationship Agreement	125
LR 9.8.6R Climate related financial disclosures	54

About this report

The directors of Airtel Africa present this report together with the audited consolidated financial statements for the year ended 31 March 2022.# Governance Report

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 and forms part of our management report as required under Disclosure Guidance and Transparency Rule (DTR) 4. Certain information that fulfills 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 90-119 and 128-150 of the governance report, and this report on pages 123-127.

Other relevant information which is incorporated by reference can be found in the strategic report:

• Financial performance on pages 74-79
• Business environment on page 20
• Outlook and financial management strategies, including important events affecting the company since the year end (with subsidiary undertakings included in consolidated statements) on pages 1-89 and in note 36 on page 224
• The principal risks and risk management framework on pages 80-86
• Our engagement with suppliers, customers and others on pages 26-30

Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ report continued

Rights of members

There are no restrictions on the size of a holding, the exercise of voting rights, or the transfer of shares. The directors are not aware of any agreements between shareholders that might restrict the transfer of shares or voting rights.

Share plans and rights under the employee share scheme

We operate an Employee Benefit Trust (EBT) for some employee share plans. The trustee of the EBT has 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 held in the EBT. The trustee purchases shares in the open market as required to enable us to deliver 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 2022, the EBT held 4,932,206 ordinary Airtel Africa shares. During the year, the EBT transferred 2,509,155 shares to satisfy the vesting of awards under our share-based incentive plans.

Purchase of own shares

The articles do not prevent Airtel Africa from purchasing its own shares. No one person has any rights of control over our share capital and all issued shares are fully paid.

Major shareholders

Major shareholders have the same voting rights as other shareholders. We publish information given to us by substantial shareholders through the regulatory information service and on our website www.airtel.africa, in line with the FCA’s Disclosure Guidance and Transparency Rules.

At 31 March 2022, we had been notified, in keeping with Rule 5, of the following holdings of ordinary share voting rights:

Shareholder	Number of voting rights	% of capital¹
Airtel Africa Mauritius Limited	2,105,108,805	56.01
Indian Continent Investment Limited	292,424,330	7.78
Singapore Telecom International Pte Ltd	148,093,705	3.94
Warburg Pincus LLC	145,212,068	3.86
Qatar Holding LLC	134,726,964	3.58
Bharti Global Limited	127,147,531	3.38

¹ % interest in voting rights attaching to issued shares
² The company has not received any notifications in accordance with DTR5 from 1 April 2022 to the date of this Annual Report

Significant agreements (change of control)

Airtel Africa’s borrowing and bank facilities contain the usual provisions which could potentially lead to prepayment and cancellation by the other party if there’s a change of company control. There are no other significant contracts or agreements that would take effect, change or come to an end on a change of control following a takeover bid. All our share plans contain provisions for a change of control as summarised in the directors’ remuneration report on pages 128-150. 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; and is intended to own and operate the mobile money businesses across all of Airtel Africa’s 14 operating countries once the inclusion of the remaining mobile money operations under AMC BV is completed. Airtel Africa plc has sold minority equity stakes in AMC BV to four investors. Airtel Africa aims to explore the potential listing of the mobile money business within four years.

Under the terms of the transaction with the four minority shareholders, and in very limited circumstances (in the event that there is no Initial Public Offering of shares in AMC BV within four years of first close, or in the event of changes of control without prior approval), the minority investors would have the option, so as to provide liquidity to them, to sell its shares in AMC BV to Airtel Africa or its affiliates at fair market value (determined by a mutually agreed merchant bank using an agreed internationally accepted valuation methodology – capped at 2x initial value). The option is subject to a minimum price equal to the consideration paid by the investor for its investment (less the value of all distributions and any proceeds of sale of its shares, and with no time value of money or minimum built in) and a maximum number of shares in AMC BV.

Ownership of Airtel Mobile Commerce BV

                                       Mastercard Asia / Pacific PTE LTD
                                       Qatar Holding LLC
                                       The Rise Fund II Aurora, SARL
                                       Chimetec Holdings LLC
Airtel Africa plc (United Kingdom)
    |
    V
Airtel Mobile Commerce B.V. (The Netherlands)
    |
    V
Bharti Airtel International (Netherlands) B.V. (The Netherlands)

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.

Governance report 124

Airtel Africa plc Annual Report and Accounts 2022

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 Tele- | com 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 (¹). Each Board and committee meeting must include three directors including two independent directors to be valid.

As long as Bharti Airtel and/or AML 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.

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.# Governance report

Directors’ report continued

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 2022. We also hold liability insurance covering our directors for any legal action against them. We took legal advice on this subject.

Branch and representative offices

Airtel Africa Services (UK) Limited has an office in Dubai, UAE. We were issued a commercial licence in Dubai on 30 September 2021 with number 99099. Bharti Airtel International (Netherlands) B.V. has a branch office in Nairobi, Kenya. It was issued a certificate of compliance on 7 October 2010 with number CF/2010/33117.

Anti-bribery and anti-corruption

In line with the Bribery Act 2010, we have written policies on avoiding and not tolerating bribery or corruption. These apply across all our businesses and can be found on our website. All employees are trained in anti-bribery and anti-corruption to help mitigate the risk of reputational damage, financial penalties and possible exclusion from certain approved partnerships.

Political donations

In line with our policy, we have not made any donations to political parties during the year. At our next AGM, our directors will be asking for the authority to make political donations of no more than £25,000 in total. This is to strengthen our corporate governance by making sure that neither Airtel Africa nor our subsidiaries inadvertently breach the wide definitions in Part 14 of the Companies Act.

Employing people with disabilities

It is our policy that people with disabilities should be fairly considered for any job vacancy. We are committed, wherever possible, to making sure people with disabilities are supported and encouraged to apply for employment and able to work successfully at Airtel Africa.

Important events since the end of the financial year

Details of important events affecting the Group which have occurred since the end of the financial year are set out in the strategic report and note 36 to the consolidated financial statements on page 224. Our auditor Deloitte LLP have confirmed their willingness to continue as our auditor. Following our Audit and Risk Committee’s review of their effectiveness (described on page 112), we will propose at our AGM that we reappoint Deloitte. Our policy is that our auditor will not carry out non-audit services, except where appropriate and in line with our policy for doing such work. Our Audit and Risk Committee also considers the ethical and auditing professional standards related to non-audit services by our external auditor. Deloitte provided limited non-audit services during the year in line with our policy as described in the Audit and Risk Committee report – see page 113. As at the date of this report, so far as each director is aware, there is 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 104-113. Airtel Africa has complied throughout the reporting period with the provisions of the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) order 2014.

Annual general meeting (AGM)

Our AGM will be live-streamed on Tuesday 28 June 2022 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 2022 notice of the AGM available on our website: 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.

The directors’ report has been approved by the Board and is signed on its behalf by:

Simon O’Hara
Group company secretary
10 May 2022

126 Airtel Africa plc Annual Report and Accounts 2022

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.

The relationship agreement will come to an end upon the earlier of:
* Ordinary shares of Airtel Africa no longer being listed on the premium listing segment and traded on the London Stock Exchange (LSE)
* Bharti Airtel, AAML and Bharti Telecom, together with their associates, ceasing to be interested (directly or indirectly in aggregate) in at least 10% of issued ordinary shares

The relationship agreement will terminate upon the shares ceasing to be listed on the LSE’s main market or the principal shareholders and their associates ceasing to hold at least 10% of the issued shares. We believe that the terms of this relationship agreement enable Airtel Africa to carry out its business independently of Bharti Airtel, AAML and Bharti Telecom.

Services agreement

Bharti Airtel provides services to Airtel Africa and its subsidiaries including Bharti Airtel International (Netherlands) B.V. (BAIN) under a services agreement.

Provision of information

To provide services to Airtel Africa under the services agreement, Bharti Airtel will have access to information related to the Airtel Africa Group which may include sensitive or confidential information. Bharti Airtel will ensure its affiliates comply with the terms of the information flow protocol to the extent that it is legally able to do so. Airtel Africa will provide Bharti Airtel with service-related information necessary for it to provide services under the agreement.

Future developments

The strategic report contains details of likely future developments within Airtel Africa.

Airtel Money Investments at a glance

	Investment Agreement	Investor	Date	Amount	Completion conditions precedent met
1	1st Investment Agreement	The Rise Fund II Aurora SARL	17 March 2021	$200m	30 July 2021
2	2nd Investment Agreement	Mastercard Asia/Pacific Pte Ltd	31 March 2021	$100m	30 July 2021
3	3rd Investment Agreement	Qatar Holdings LLC	30 July 2021	$200m	19 August 2021
4	4th Investment Agreement	Chimetec Holdings LLC	15 December 2021	$50m	November, 2021

• Select suitable accounting policies and then apply them consistently
• Make judgments and accounting estimates that are reasonable and prudent
• State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that Airtel Africa will continue in business

In preparing the Group financial statements, International Accounting Standard 1 requires that directors:

• Properly select and apply accounting policies
• Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information
• Provide additional disclosures when the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on our financial position and financial performance
• Make an assessment of our ability to continue as a going concern

The directors are responsible for keeping adequate accounting records that show and explain the company’s transactions and disclose with reasonable accuracy at any time our financial position and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and for taking reasonable steps to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on our website. UK legislation governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement

We confirm that to the best of our knowledge:

• The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole.
• The strategic report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
• The Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

This responsibility statement was approved by the Board of directors on 10 May 2022 and is signed on its behalf by:

Olusegun Ogunsanya
Chief executive officer
10 May 2022

127 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report

Chair’s introduction

I’m pleased to present the Remuneration Committee’s report for 2021/22.

Board changes

During the year there were a number of changes to the Board, with Ragunath Mandava retiring on 30 September 2021. Segun Ogunsanya was appointed as CEO from 1 October 2021. Jaideep Paul, our CFO, joined the Board on 1 June 2021.

On appointment, Segun Ogunsanya’s base salary was set at $915,000. In setting this salary, our committee took account of Raghu’s salary. This was not increased in 2021/22 in light of his decision to retire, whereas employees’ salaries increased by 6% on average. Therefore, Segun’s starting salary of $915,000 would have been lower than our outgoing CEO’s if this had been increased in line with other employees in 2021/22.

Segun receives a standard package of benefits in line with his expatriate status and location in Dubai. He also participates in a legacy pension scheme to which the company contributes 10% of his salary, in line with statutory requirements in his home country of Nigeria and arrangements for our employees there. His target annual bonus for 2021/22 was set at 75% of salary (maximum 150% of salary), with one-third to be deferred into Airtel Africa shares for two years. Segun’s LTIP awards for 2021/22 and 2022/23 comprise a PSP grant of 90% of salary and RSU grant of 40% of salary.

Jaideep’s salary was set at $583,000, with benefits in line with his expatriate status and location in Dubai. His target annual bonus for 2021/22 was set at 70% of salary (maximum 140% of salary), with one-third to be deferred into Airtel Africa shares for two years. His LTIP awards for 2021/22 and 2022/23 comprise a PSP grant of 75% of salary and RSU grant of 35% of salary.

Leaver terms for Raghu are set out below.

Performance outcomes for the year

To recap on the performance as described in the strategic report, this year Airtel Africa delivered a strong performance, with double-digit revenue and underlying EBITDA growth and a record free cash flow delivery. Total shareholder return was 81.5% which ranked Airtel Africa at number 3 in the MSCI Emerging Markets Communication Service Index.

The pandemic has highlighted the importance of the service we provide. Maintaining resilient networks in all the countries we operate in provided the platform for significant partnerships in assisting governments with delivery of emergency funds and support packages and the communication of comprehensive Covid-19 health messages. It also provided the platform that enabled key commercial partnerships to support financial inclusion and for education partnerships to provide free data and internet connectivity to those most in need. Most noteworthy is the five-year partnership with UNICEF to help accelerate the rollout of digital learning across 13 African countries.

This report sets out the remuneration policy for our directors, what they’ve been paid in the year and how this is linked to the performance achieved. There are three sections to the report:

• Part 1 An introduction from the committee chair – this explains our approach to remuneration, summarises the key decisions made by the committee during the year (also part of the annual remuneration report), and gives an overview of our 2022/23 approach and policy.
• Part 2 The directors’ remuneration policy – this sets out the proposed remuneration policy for our CEO, CFO, chair and non-executive directors, which will be put to a binding shareholder vote at the forthcoming AGM.
• Part 3 Our annual report on remuneration – this sets out in detail how we applied our current remuneration policy in 2021/22, the remuneration received by directors for the year and how the proposed policy will be applied in 2022/23. This report will be put to an advisory shareholder vote at the AGM.

All amounts in this report are in US dollars ($), unless stated otherwise.

Doug Baillie
Chair, Remuneration Committee

Governance report | 128
Airtel Africa plc Annual Report and Accounts 2022

Annual bonuses for 2021/22 were based on a scorecard of measures: net revenue (35%), underlying EBITDA (35%), operating free cash flow (10%) and personal objectives (20%). Given the Group’s strong performance with 24.1% growth in net revenue, 31.2% growth in EBITDA and 44.4% growth in operating free cash flow, the stretch targets for all of the financial objectives were exceeded. Each of our three executive directors in the year also had role-specific personal objectives for the year – see page 140 for details. As a result, bonuses of 150% and 140% of salary were awarded to our new CEO and our CFO respectively, and our outgoing CEO received a bonus of 150% of his pro-rated salary. One-third of the bonuses for Segun and Jaideep will be deferred into shares for two years, but Raghu’s bonus will be paid in cash in line with his leaver arrangements.

The overall level of bonuses should be seen in the light of the business continuing to operate normally with full employment, no government support funding and a proposed dividend in line with current policy for our shareholders.

Our CFO was granted an award on IPO, with the final tranche subject to performance measured to the end of 31 March 2022, vesting at 100%. See page 142 for details.

Leaver terms for the former CEO

In considering Raghu’s leaver terms, our committee noted that he oversaw an extraordinarily successful period for Airtel Africa. During his leadership, Airtel Africa experienced sustained performance in becoming the fastest growing and most profitable telecoms operator in Africa. We took this into account in determining how to apply the policy and treat his insight share awards on departure.We also considered that over 75% of the shares under award were not subject to leveraged performance conditions on vesting, that the majority were granted in connection with the IPO, and that in view of his planned retirement no long-term incentive awards were made in 2021. We therefore exercised discretion under the policy to determine that his share awards should vest at the time of his departure, with LTIPs subject to pro-rating for time and based on our committee’s assessment of performance against the performance conditions based on our auditor reviewed half-year accounts and relative TSR measured to 30 September 2021. We note that the outcome of the 2019 financial metrics aligns with the final outcomes which have been assessed for the CFO in the normal timeframe, but that the outcome of the relative TSR measure was vesting at 50% as compared to the current estimated vesting of this element of 100%. None of the shares vesting on Raghu’s departure may be sold for two years (other than to settle any tax due), and during this time they remain subject to malus and clawback. As a good leaver, Raghu was also eligible to receive a bonus for the period worked in the year, with this assessment made at the end of the year. More information about these awards and other terms, which are in accordance with the policy, is on page 124.

Considering formulaic outcomes

Our committee reviewed the formulaic outcomes against the bonus and LTIP targets and decided that these were a fair reflection of the overall performance achieved for shareholders. We confirm that in assessing performance against the targets, no discretion was applied to the outcome and that the policy operated as intended. The only discretion exercised in the year was in relation to the treatment of the outgoing CEO’s share awards on leaving the company, as described above.

Remuneration policy changes

The current remuneration policy received 93.55% votes in favour at our 2020 AGM. Our committee designed this policy to be appropriate for a newly listed company in the UK while taking account of our very specific circumstances, given we are listed on the London Stock Exchange (with a secondary listing on the Nigerian Stock Exchange) and operate in 14 countries in Africa. We regularly review the policy to ensure it operates as intended and continues to be in line with best practice and our business strategy.

In 2021, we decided to change the way in which the current policy is implemented in two specific areas: requiring one-third of any bonus paid to executive directors to be deferred (rather than only any bonus in excess of 100% of salary), and introducing a two-year post-employment holding period. Both of these changes were made to take account of current best practice and were more restrictive than required by the current approved policy.

During this financial year, we further considered the policy in light of Airtel Africa’s evolving strategy and changes to the Board. Our committee has decided to put the policy changes to a shareholder vote at the AGM this year, in order to formally incorporate the best practice features introduced in the last two years and make a few more sensible policy changes to reflect the appointment of a new CEO and our CFO joining the Board. The following changes are proposed:

1. Bonus deferral: updating the policy to require one-third of any bonus to be deferred into shares for two years. This already applies to the CFO and new CEO.
2. Benefits and pension: making specific provision for the CEO’s legacy pension arrangement, which is 10% of salary in line with statutory requirements for employees in his home country of Nigeria. In line with the approach for the previous CEO, the CFO does not receive a pension.
3. Share ownership requirements: setting the CFO’s share ownership requirement at 200% of salary. The current policy requires executive directors to build up and retain shares worth 250% of salary. This was set when the previous CEO was the only executive member of the Board and it was not envisaged that other executives might be appointed to the Board during the life of the policy. Following the appointment of the CFO to the Board and recognising that he receives a lower LTI award than the CEO, we propose to amend the policy so that his share ownership requirement is set at 200% of salary. The CEO’s requirement would remain at 250% of salary. The policy will also be updated to reflect the post-employment shareholding requirement introduced last year. This specifies that executive directors must hold shares for two years after leaving equal in value to the lower of their holding on date of leaving or 50% of their requirement in employment. We judge this as appropriate given the markets in which our executives are based and recruited from, where share ownership requirements are typically not operated.

Consistent with our approach of regularly reviewing the policy to ensure it remains appropriate, the committee has carefully considered the other elements of the policy. We believe these remain appropriate given Airtel Africa’s unique circumstances and are therefore not proposing any other material changes to the policy or its operation.

129 Airtel Africa plc Annual Report and Accounts 2022 Governance report Directors’ remuneration report continued

In particular, we reviewed the use of a mix of restricted and performance shares in Airtel Africa’s long-term incentive plans in the light of feedback received from some investors and proxies when the policy was first introduced. Attracting and retaining the right talent in the countries where we operate is a significant challenge and we believe the current approach of granting a mix of performance shares with demanding performance conditions and restricted shares with a financial underpin remains appropriate and critical to our talent agenda. We also note that the annual award levels are not excessive, with grants to the executive directors to date lower than the normal maximum award level provided for in the policy.

Board chair fee

During the year, our committee reviewed the Board chair’s fee. This was set at the point of our IPO in line with the base directors’ fee, with a non-cash benefit of a car plus driver when in the UK. We considered it timely to review these arrangements with a view to moving to a more market-aligned fee structure for the role. As a result, we consolidated the Board chair’s car and driver benefit into the fee and increased the fee to £300,000 per year effective from 1 November 2021. This also reflects the time commitment and responsibilities of the role, as well as competitive fee levels for chairs of comparable organisations. Going forward the chair will reimburse the company the actual cost of a company-provided company car out of his fee.

Applying the proposed policy in 2022/23

Salaries for the CEO and the CFO will be increased by 5% which compares to a planned workforce increase of slightly above 7%. Maximum bonus opportunity is capped at 200% of base salary under the proposed policy. The 2022/23 target bonus will be set at 75% of base salary for the CEO and 70% of salary for the CFO, with maximum bonuses of 150% and 140% of salary respectively. In line with the proposed 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. Within the Non-Financial targets an ESG target has been included for the first time, which is linked to the Company’s Strategy and sustainability roadmap which was published in November 2021.

LTIP grants will consist of performance shares (with a maximum face value of 90% of salary for the CEO and 75% of salary for the CFO), and restricted stock units (with a face value of 40% of salary for the CEO and 35% of salary for the CFO). We believe that a significant proportion of pay should be tied to performance. We’ll 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 2021/22, three performance conditions will apply to the performance shares: relative TSR (20%), underlying EBITDA (40%) and revenue (40%), with each measured over three years. The underlying EBITDA and 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.# Governance report

130 Airtel Africa plc Annual Report and Accounts 2022

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 2021/22

During the financial year, the committee:

• Agreed annual salary increases and reviewed senior executive remuneration
• Implemented and made awards under our share plans
• Determined the level of bonus payments for the previous financial year
• Determined the leaving arrangements for the former CEO based on a performance assessment
• Set the starting salaries and levels of remuneration for the new 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
• Received regular updates on latest investor thinking and emerging and future remuneration trends, including the expected impact of ESG trends on remuneration

Shareholder consultation

We consulted with major shareholders and leading representative bodies on:

• Raghu Mandava’s leaver terms and the packages for the new CEO and CFO
• Changes to the remuneration policy which will be put to a binding vote at the forthcoming AGM

The Committee welcomes feedback from shareholders and carefully considered this in determining the remuneration policy. The majority of shareholders who expressed a view on the proposed policy changes were broadly supportive. The feedback we received helped to shape our final proposals.

Engaging with employees

The reports on pages 26 and 116 explains our work on diversity and the various ways in which management engaged with employees during the year. While our committee does not directly consult employees on executive remuneration, in our regular town halls a wide range of topics were discussed with our CEO, including employee remuneration. From next year, a non-executive director will be invited to join these meetings.

131 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

FY21/22 performance

Measure	Weighting	Threshold	Target	Maximum	Outcome
Net revenue	35%	3,823	3,921	3,921	35%
Underlying EBITDA	35%	2,121	2,187	2,258	35%
Operating free cash flow	10%	1,421	1,487	1,558	35%
Non-financials	20%				20%
CEO Details on page 140
Non-financials	20%				20%
CFO Details on page 140

Annual bonus outcomes

	Bonus outcome as % of maximum
Segun Ogunsaya	100%
Jaideep Paul	100%

Link between remuneration and business strategy – metrics for 2022/23

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	10%	Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments
Non-financials	20%	Indicator of the performance of the organisation in key non-financial areas. For 2022, the non-financial measures relate to ESG and regulatory objectives

Long-term incentive plan

Measure	Weighting	Why chosen
TSR, relative to a peer group of competitors¹	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%	Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments, highlighting the importance of sustained performance

Single figure of remuneration

	Segun Ogunsaya	Jaideep Paul
	$1,404	$1,589

All amounts are in $ million

Summary of remuneration

Long-term incentive plan	RSU underpin
Net revenue	Measure of the underlying profitability from our operations, as well as our ability to service debt and other capital commitments
Underlying EBITDA
Operating free cash flow

¹ For grants in 2022, we intend to use a peer group of international emerging market communication services organisations (MSCI Emerging Markets Communication Services Index constituents).

The underpinning applying to the grant of restricted stock units will require a positive operating free cash flow over the three financial years ending the year before the units vest.

132 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

Proposed remuneration structure for 2022/23

Component	Purpose and link to strategy	22/23	23/24	24/25	25/26	26/27	27/28
Base salary	To recruit and reward executive directors of a suitable calibre for the role	No change	Minor updates to reflect CEO pension
Benefits (including pension)	To provide market competitive benefits			Deferred
Annual bonus	To incentivise and reward annual performance achievements. To also provide sustained alignment with shareholders through a component deferred in shares	CFO – 200% of salary (CEO remains unchanged)	Post-cessation shareholding requirements formalised	CEO: $960,750 CFO: $612,150		Benefits in line with policy	CEO: 140% of salary maximum CFO: 150% of salary maximum: Metrics 1: Net revenue, underlying EBITDA, Operating free cash flow, non-financials
Long-term incentive plan – PSUs	To incentivise and reward the delivery of the company’s strategic objectives and provide further alignment with shareholders through the use of shares	3rd deferred	CEO grant: 90% of salary in PSP and 40% of salary in RSUs CFO grant: 75% of salary in PSP and 35% of salary in RSUs	Metrics: TSR relative to a peer group of competitors, Net Revenue, underlying EBITDA RSU underpin: Operating free cash flow			CEO: 250% of salary CFO: 200% of salary
Long-term incentive plan – RSUs	To further align the interests of executive directors with those of shareholders
Shareholding requirement

¹ The target ranges are considered by the committee to be commercially sensitive and will be disclosed in the 2022/23 directors’ remuneration report.

Deferral period Holding period

Summary of remuneration

133 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

Directors’ remuneration policy

This sets out the proposed policy which will be submitted for approval in a binding vote at the 2022 AGM to be held on Tuesday 28 June 2022. The policy approved at the 2020 AGM can be found on our website: www.airtel.africa. We developed the proposed policy taking into account the principles of the UK Corporate Governance Code and the views of our major shareholders.

Conclusion

This past year has demonstrated the true resilience of all of Airtel Africa’s employees. Not only has they delivered an exceptionally strong financial performance but in doing so truly lived the company’s purpose of delivering vital services and helping transform the lives of its stakeholders. I would like to thank my fellow committee members for their continued diligence and dedication. We look forward to seeing your support for the directors’ 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 2022 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 240 for contact details).

Doug Baillie
Chair, Remuneration Committee
10 May 2022# T he po lic y is inten ded to a tt rac t , mot ivate an d reta in high - c alibre dire cto rs , to p romote the long - ter m succ ess of Air tel Afr ic a, and to b e in li ne with goo d prac tic e and the interes t s of o ur shareholders.

The pro pose d polic y dier s from the curre nt sharehol der approve d pol icy in the follow ing key a reas:
* T he annu al bon us defer ral m ech anism has be en s tr eng the ned s o that one - third of any b onus must be defer red in shares (in line with current pract ice ).
* T he bene t s wording is updated to make speci c provisi ons for the leg acy p ensio n arr ange ment of t he C EO, wh ich is 10% of salar y in line w ith s t atuto r y re quirem ent s for e mplo yees in h is home c ount r y of Nige ria.
* Fo llow ing t he app oint men t of the C FO to t he B oard an d rec ognisi ng that he receive s a lo wer L T I award t han the CEO, his share owne rsh ip requ ireme nt is set at 20 0% of his s alar y .
* T he wording of the polic y now reec t s the post-c ess atio n shareholding requirement introdu ced last year .

The re are ot her min or wor ding c hange s to make sure th e pol ic y is clear and easil y und ers to od.

Key principles o f our remuneration policy

Our comm it tee took into accou nt the UK Corp orate Gove rnan ce Co de’s six facto rs in Provision 40 in d eter mining the prop ose d remun erat ion poli cy. We believe the pol ic y addresse s these fac tors :

• Clari ty : t he s tr uc ture of re muner atio n is desi gne d to supp or t o ur comp any str ateg y , aligni ng the interes t s of our execu ti ve directo rs with those of our shar eholder s.
• Simplic ity : W e o per ate a simpl e remun erat ion f ram ewor k , comp risi ng xed pay , shor t- an d lon g- ter m incent ives . The use of bot h per for manc e and res tr ic ted shares may a dd a l it tl e complex it y , but t his is app ropr iate an d cri ti cal to ou r tal ent ag enda fo r the market s in w hich w e ope rate.
• Propor tionalit y: remuner atio n is set at c ompe tit ive l evels to ensu re our ab ilit y to at tr ac t and ret ain p remium t ale nt . Th ere is a dire ct l ink bet we en th e suc cess of t he s tr ateg y and th e value r ece ived b y execu ti ve directo rs .
• Alignme nt to culture: the remunera t ion appro ach support s our st rate gy obje ct ive s and reec t s the diversi t y of ou r business . The s tru ct ure of t he packa ge, and bene t s in p ar t icul ar , ree ct s loc al pr ac tic es and e mplo ymen t con dit ions in t he co untr ies i n whic h execut ive direc tor s are bas ed and/or rec rui ted from .
• Predic tabilit y: a sig ni can t propor tion of executi ve direc tors’ remun erat ion shoul d be per forma nce - bas ed . The polic y sets out the possi ble fut ure value of re mune rati on execut ive direc tor s can re cei ve.
• R is k : The p ackage is appropriately bal anced bet ween the achi eveme nt of sh or t-ter m and longer-ter m obje c tive s and d oes not reward po or per fo rman ce or encour age inapp ropr iate risk-t aking .

Par t 2 Executi ve directors’ r emuneration policy table

| Purpose and link tos tr ate gy | How we assess pe r fo rm anc e # Malus and Claw Back Provisions

Malus and claw back provisions apply to awards made for three years from the date on which the award vests 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 200% of base salary (face value of shares at grant), of which normally not more than 50% of annual salary may be granted as RSUs to any one person in a single year. PSP awards with a face value of 100% of salary and RSUs with a face value of 50% of salary may normally be awarded. 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 LTIIP plan rules, dividend or dividend equivalents may be earned on vested shares.

Part 2	135	Airtel Africa plc Annual Report and Accounts 2022
Governance report		Directors’ remuneration report continued

---

Purpose and link to strategy

To further align the interests of executive directors with those of shareholders.

---

How we assess performance

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 LTIIP and deferred bonus awards granted after their appointment to the Board will count towards this requirement.

---

Maximum opportunity

Not applicable.

---

Share ownership policy

| Element | Description # Go od leaver Other leaver Dism issal for cause

Base salary

Element	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
Deferred bonus awards	Typically vest on normal timetable without pro-rating for time	Normally lapse
Share-based awards	Typically vest according to normal schedule subject to performance conditions (if applicable) and usually pro-rated for time	Normally 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.

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)

Element	Chief Executive Officer			Chief Financial Officer
	Minimum	Target	Maximum	Minimum	Target	Maximum
Fixed pay	$1,411	$2,992	$4,101	$769	$1,664	$2,299
Max with 50% share price growth for LTI	$4,726	$2,636
Annual bonus	47%	24%	29%	46%	26%	28%
Long-term incentives	31%	35%	34%	30%	37%	33%
	40%	30%	30%	38%	33%	29%
	100%	100%	100%	100%	100%	100%

Assumptions:

1. Minimum = fixed pay only (salary + benefits + pension).
   On-target = 50% vesting of maximum bonus and 55% for PSP awards and 100% for RSUs.
   Maximum = 100% vesting of maximum bonus and LTI P awards.
2. Salary levels (on which other elements of the package are calculated) are based on those applying on 1 April 2022.
3. Benefit values exclude the costs of business travel and accommodation.
4. To reflect the impact of a share price increase between award and vesting, the LTIP value in the maximum column has been increased by 50% in the Max with 50% share price growth column.

Part 2 137
Airtel Africa plc Annual Report and Accounts 2022

Governance report
Directors’ remuneration report continued

Remuneration policy for non-executive directors

| Element | Purpose and link to strategy | Operation # Directors' remuneration report

All amounts are in $’000

Base salary	Benefits	Pension contribution	Annual bonus	LTIP	Other	Total fixed	Total variable	Total
Segun Ogunsanya
2021/22	$458	$214	$46	$686	–	–	$718	$686
2020/21	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Jaidee p Paul
2021/22	$486	$165	–	$680	$258	–	$651	$938
2020/21	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Raghunath Mandava
2021/22	$450	$89	–	$675	$975	$1,296	$539	$2,946
2020/21	$888	$168	–	$1,317	$594	$675	$1,056	$2,586

Notes

1. From the date of joining the Board on 1 October 2021.
2. From the date of joining the Board on 1 June 2021.
3. Until the date of stepping down from the Board on 30 September 2021.
4. Segun’s benefits included expatriate benefits of: housing of $123, car benefit value of $51, one-off relocation costs of $35 and insurance costs of $5. Jaideep Paul’s benefits included expatriate benefits of: housing of $54, car of $49, one-off relocation costs of $35, home leave tickets entitlement of $22 and insurance costs of $5. Raghu Mandava’s benefits included expatriate benefits of: housing allowance of $30 (2020/21: $62), home leave tickets entitlement of $12 (2020/21: $0), education allowance of $17 (2020/21: $35) and car allowance of $29 (2020/21: $56). The benefits provided are in accordance with contractual entitlements which are in line with local market practice.
5. Only Segun Ogunsanya receives a pension contribution of 10% of his salary – this is in accordance with his legacy arrangements which reflect statutory requirements for employees in his home location of Nigeria.
6. For Jaideep Paul, the TSR element of the 2019 LTIP will not be finalised until July 2022. An estimate of this vesting level has been included and will be reinstated for the final outcome next year. In line with the regulations, the 2021/22 LTIP value for Jaideep Paul has been estimated based on the average price of Airtel Africa shares between 1 January 2022 and 31 March 2022. This will be restated based on the actual value at vesting in July 2022 in the 2022/23 accounts. For 2021/22, the total value estimated attributable to share price appreciation is $124. The LTIP shown for Raghu Mandava for 2021/22 reflects the 2019 and 2020 LTIP awards which vested on date of cessation. The total value attributable to share price appreciation for all awards shown is $355. See page 143 for more details of the awards. Raghu also had share options connected to the IPO with the final tranche pro-rated to date of cessation. The regulations do not require details of these awards to be included on vesting. For information, the gain of the final pro-rated tranche, had it been exercised on date of departure, would have been $191. The 2020/21 LTIP value has been restated for the vesting of the replacement stock awards PSU-TSR element which vested at 50% of maximum at a value of $13. Details of this tranche can be found on page 142. The total value shown in last year’s report was calculated with an assumed share price of $1.09. The actual share price at vesting was $1.13, and the table has been updated to reflect this change. The estimated value of the award was $565; the actual value was $594 (increase of $29). The total value of this award attributable to share price appreciation was $627.
7. For Raghu Mandava 2020/21 ‘Other’ relates to the final tranche of the one-off deferred cash plan of up to $750 which was in place before our IPO and disclosed in the prospectus. Two-thirds of the deferred cash plan was dependent on relative TSR over one year (30% of this element), 2020/21 net revenue (35%) and underlying EBITDA (35%), and one-third was dependent on service conditions. The TSR performance condition was measured at the end of May 2021. Performance against this measure and the value of that element of the award vested at 50% of maximum ($75). Details of the targets can be found on page 143. The 2020/21 figure is restated from $600 to $675 to reflect this vesting. ‘Other’ for 2021/22 includes the payment of the second tranche of the exceptional turnaround bonus, which was put in place prior to the IPO and disclosed in the Prospectus and the 2019/20 annual report. The value of this second tranche is $1m. This was paid in May 2021, in line with the normal vesting date of the award. He was also paid $296 for untaken holiday since his appointment as CEO.

Annual bonus

In a challenging year, Airtel Africa delivered an exceptional performance, exceeding all key financial metrics. Revenue growth in both constant and current currency grew double digit, recording the highest growth across the last five years. Underlying EBITDA grew by 31.2%, expanding the margin by 290 bps and operational free cash flow grew by 44.4%. The performance was broad-based across voice, data and Airtel Money. Performance was equally strong across all the key operational KPIs. Our customer numbers increased by 8.7% this year, contributing to an increase of 24.1% in our underlying revenue. We are continuing to see the success of the rollout of our modernised 4G networks, with a 34.6% increase in data revenues for the year and our focus on increasing our distribution and marketing network and the application of our mobile money services through international partnerships has resulted in a 34.9% increase in Airtel Money revenues. Our Executive directors have led our success in maintaining resilient services to support customers through the Covid-19 pandemic, in a year where we have focused on our communities, customers and employees. In October 2021 the sustainability strategy was successfully launched, which is an important and key step forward in our business. The Chief executive officers drove our key financial and operational targets whilst ensuring that we work with our stakeholders to transform lives, invest in the future of our communities, including through our education partnership with UNICEF. The Chief financial officer played a key role in the successful transition of our headquarters to Dubai, which was delivered on time and in budget.

139

Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

It is in this context that we have assessed the performance achieved against the incentive targets. The strong in-year performance resulted in the stretch targets for the financial objectives being exceeded, with the personal objectives also being achieved in full. As a result, a bonus at maximum level has been awarded. For Segun and Jaideep, one-third will be deferred into shares for two years. In line with his leaver terms outlined on page 129, Raghu’s bonus will be delivered fully in cash.

2021/22 bonus outcomes (audited)

Bonus performance measures	Net revenue	Underlying EBITDA	Operating free cash flow (OFCF)	Personal	Total
Weighting (%)	35%	35%	10%	20%	100%
Outcomes (weighted % of maximum)	35%	35%	10%	20%	100%
Segun Ogunsanya (weighted % of maximum)					100%
Jaideep Paul (weighted % of maximum)					100%
Raghu nath Mandava (weighted % of maximum)					100%

Financial objectives

Financial performance was assessed against the underlying net revenue, underlying EBITDA and operating free cash flow (OFCF) ranges set for 2021/22.

All amounts are in $million

Weighting (%)	Threshold (30%)	Target (50%)	Maximum (100%)	Actual
Net revenue	40%	3,823	3,921	4,019
EBITDA	40%	2,121	2,187	2,258
OFCF	20%	1,421	1,487	1,558

All targets and achievements are in constant currency as at 31 March 2021.

Personal objectives

Personal objectives for the executive directors during the year are as follows:

	Weighting (%)	Target	Performance achieved	Outcome (weighted % of maximum)
Segun Ogunsanya
Delivery of AA Sustainability and ESG strategy road map	10%	Board approval of strategy and roadmap and judgement on implementation	Exceeded expectations through strong front line leadership, mobilisation and execution. Received full endorsement of Board	10%
Compliance	10%	Threshold: 66 Target: 70 Maximum: 74	77.5	10%
Jaidee p Paul
Internal audit score for finance	10%	Threshold: 66 Target: 70 Maximum: 74	86.9	10%
Project Airborne – moving our headquarters to Dubai	10%	Relocate within Budget and timeframes	Executed ahead of plan within budget with no loss of business. Stakeholders expectations exceeded	10%
Raghunath Mandava
Delivery of AA Sustainability and ESG strategy road map	10%	Board sign off and publication of the ESG strategy and roadmap	Exceeded expectations – strong leadership, in development, engagement and delivery. Received full endorsement of Board	10%
Compliance	10%	Threshold: 66 Target: 70 Maximum: 74	77.5	10%

All targets and achievements are in constant currency as at 31 March 2021.# Part 3 Governance report 140

Airtel Africa plc Annual Report and Accounts 2022

Annual bonus awarded

Name	Awarded in cash	Awarded in shares	Total
Segun Ogunsanya	$457,500	$228,750	$686,250
Jaideep Paul	$453,444	$226,722	$680,167
Raghunath Mandava 1	$675,000	Nil	$675,000

1 In accordance with the policy as outlined on page 146, Raghu Mandava’s bonus is payable wholly in cash.

Long-term incentive plan (LTIP) (audited)

LTIP awards granted in 2021/22

During the year, Segun Ogunsanya and Jaideep Paul were granted the following LTIP awards.

Type of award	Maximum number of shares	Share price used to determine level of award	Face value	Face value as a % of salary	Threshold vesting	End of the performance period
Segun Ogunsanya
2021 LTIP – PSU	735,268	$1.12	$823,500	90%	25%	31 March 2024
2021 LTIP – RSU	326,786	$1.12	$366,000	40%	100%	n/a
Jaideep Paul
2021 LTIP – PSU	390,402	$1.12	$437,250	75%	25%	31 March 2024
2021 LTIP – RSU	182,188	$1.12	$204,051	35%	100%	n/a

1 Average closing share price and FX rate for the three dealing days immediately prior to grant.

RSUs may not vest unless operating free cash flow is positive over the three financial years ending the year before the RSUs vest. The performance conditions for the PSUs are based on three performance measures – net revenue growth (40%), underlying EBITDA margin (40%) and relative TSR (20%). Performance is measured over a three-year period, and this combination of measures helps to align the operation of the LTIP with shareholders’ interests and our business strategy. Net revenue growth provides a key indicator of long-term growth achieved in the market. Underlying EBITDA margin is a key indicator of long-term growth in profitability from our operations. Relative TSR measures the total returns to our shareholders providing close alignment with shareholder interests.

Airtel Africa operates only in Africa. We have three main competitors, none of whom disclose targets in their annual remuneration reports. For competitive and commercial reasons, the Board does not believe it would be in the interests of our shareholders to disclose our net revenue and underlying EBITDA LTIP targets. The targets will be disclosed when they’re no longer considered commercially sensitive. This will be no later than the year in which the awards vest. Our targets are based on the 2021/22 three-year plan and will require competitive market-leading growth in net revenue at target with a 10% stretch up and down to threshold and maximum. The underlying EBIT from an already high competitive base will be equally stretching, and both targets will be fully disclosed on vesting. On TSR against the MSCI Emerging Markets Communications Service Index, threshold will vest at the 50th percentile with the maximum at the 75th percentile.

Targets applying to the 2021 performance share plan (PSP) awards

Metric	Weighting	Threshold (25%)	Target (50%)	Maximum (100%)
Net revenue (CAGR %)	40%	3-year plan minus 10%	Based on 3-year plan	3-year plan plus 10%
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

Part 3 141

Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

Share awards vesting in relation to 2021/22

The CFO was granted an award on IPO, with the final tranche subject to performance measured to the end of 31 March 2022 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)
2019 LTIP awards – PSP- financial
Net revenue	50%	<3,823	3,823	3,921	4,019	4,042 (100%)
Underlying EBITDA	50%	<2,121	2,121	2,187	2,258	2,293 (100%)
2019 LTIP awards – PSP- TSR
Relative TSR (estimated)	1	<Rank 2	Rank 2 and 5% TSR /year	Rank 2 and 10% p.a. TSR	Rank 2 and >10% p.a. TSR	Rank 1 (100%)

All targets and achievements are in constant currency as at 31 March 2021.
1 50% of the award is subject to a TSR performance condition measured to 3 July 2022. Performance against that measure will be finalised at that point. However, an estimate of the vesting level is included above and an estimate of the value of the award vesting is included in the table below. The final value of the award vesting and the difference to the below will be shown in next year’s accounts.

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 1	Estimated value attributable to share price difference 1
Jaideep Paul
2019 LTIP (IPO LTIP) RSUs – 2022 tranche	N/A	26,666	26,666	$51,625	$24,746
PSUs – 2022 tranche	Revenue and underlying EBITDA growth	26,668	26,668	$51,629	$24,748
PSUs – 2022 tranche (estimated vesting)	Relative TSR against comparator group (Vodacom, MTN and Safaricom)	80,000	80,000	$154,880	$74,240

1 The estimated value on vesting is the average price of Airtel Africa’s shares in the period between 1 January 2022 to 31 March 2022: $1.936 (£1.44). The estimated value attributable to share price difference is the change from the initial offer price of $1.008 (£0.8).
2 Share price on grant date for all awards was the initial offer price $1.008 (£0.8).

10% of the replacement stock awards (PSU) which vested on 1 June 2021 was subject to a TSR performance condition measured at the end of May 2021. Performance against this measure is shown below.

Metric	Below threshold (0%)	Threshold (25%)	Target (50%)	Maximum (100%)	Actual % achievement (of maximum)
Relative TSR	<Rank 2	Rank 2 and 5% TSR /year	Rank 2 and 10% p.a. TSR	Rank 2 and > 10% p.a. TSR	Rank 2 (50%)

The TSR performance condition is based on our TSR relative to a small group of competitors based on their size, the nature of their operations and the markets in which they operate. For TSR performance testing for 2019/20, the comparator group is Vodacom, MTN and Safaricom, and we apply an absolute measure of TSR performance to compensate for the small group size.

As a result of the above performance, the following shares vested at that time:

Type of award	Earliest date for vesting	Applicable performance conditions	Maximum number of shares in each tranche	Number of shares vesting	Value on vesting
Raghunath Mandava
Replacement stock awards (PSU)- TSR element	1 Jun 2021	TSR	22,722	11,361	$13,976

Part 3 Governance report 142

Airtel Africa plc Annual Report and Accounts 2022

Share awards vesting on Raghu Mandava’s departure

As described on page 129, Raghu was treated as a good leaver in relation to his unvested share awards. His awards vested on departure subject to performance conditions and pro-rating. All vested awards will be subject to a further two-year holding period during which they may not be sold. The committee assessed the performance outcomes as detailed in the table below. The outcome of the 2019 financial metrics aligns with the final outcomes which have been assessed for the CFO in the normal timeframe and the outcome of the relative TSR metric is at 50% of the final outcome currently expected for the CFO in the normal timeframe:

All amounts are in US$million

Metric	Weighting by tranche	Below threshold (0%)	Threshold (25%)	Target (50%)	Maximum (100%)	Actual % achievement (of maximum)
2019 LTIP (IPO LTIP)
2019 LTIP awards – PSP financial	50%
Net revenue		<3,823	3,823	3,921	4,019 (H1 actual: 2,941, Full year estimate: 4,102)	100%
50%
Underlying EBITDA		<2,121	2,121	2,187	2,258 (H1 actual: 1,089, Full year estimate: 2,314)	100%
2019 LTIP awards – PSP TSR	100%
Relative TSR against comparator group (Vodacom, MTN and Safaricom)		<Rank 2	Rank 2 and 5% TSR /year	Rank 2 and 10% TSR /year	Rank 2 and >10% TSR /year (Rank 2 to 30 September 2021)	50%
2020 LTIP PSUs	40%
Net revenue (CAGR growth)		<11.6%	11.6%	13.6%	15.6% (H1 FY’22 vs H1 FY’20: 22.8%)	100%
40%
Underlying EBITDA (bps)		<+40	+40	+80	+120 (H1 FY’22 vs H1 FY’20: 489)	100%
20%
Relative total shareholder return against MSCI Emerging Markets Communications Service Index		<50th percentile	50th percentile – 75th percentile	Above 75th percentile (at 30 September 2021)	100%
RSUs	100%
Operating free cash flow

Operating free cash flow underpin RSUs may not vest unless operating free cash flow is positive over the three financial years ending in the year before the RSUs vest.# Governance report

Directors’ remuneration report

Cash flow positive – underpin met 100% Raghu Mandava’s awards were prorated to his date of cessation and, as a result of the above performance conditions, the following awards vested on that date:

Type of award	Applicable performance conditions	Maximum number of shares	Maximum number of shares after prorating	Number of shares vesting	Value on vesting¹	Value attributable to share price difference¹
2019 LTIP (IPO LTIP)
RSUs – 2022 tranche	N/A	99,207	74,224	74,224	$104,680	$29,862
PSUs – 2022 tranche	Revenue and underlying EBITDA growth	99,208	74,225	74,225	$104,681	$29,862
PSU – R TSR tranche	Relative TSR	297,620	222,672	111,336	$157,019	$44,793
2020 LTIP
RSU	Underpin: operating free cash flow	433,735	132,695	132,695	$187,142	$77,006
PSU	Net revenue, underlying EBITDA growth and RTSR	975,904	298,564	298,564	$421,071	$173,263

¹ The value on vesting is based on the share price on the date of cessation of $1.41 (£1.037). The value attributable to share price difference is the change from the initial offer price of $1.008 (£0.8) in the case of the 2019 LTIP and $0.83 (£0.64) in the case of the 2020 LTIP award.

Raghu also had share options granted on IPO, with the final tranche of 793,650 options originally due to vest on 1 June 2022. After prorating, 593,790 options became exercisable from his date of cessation. The gain of the final pro-rated tranche, had it been exercised on his date of departure, would have been $191,390. The gain of the total outstanding share options, had they been exercised on his date of departure, would have been $703,010. His 2020 deferred bonus awards will vest in full. Both of these awards are subject to the two-year holding period during which they may not be sold. See page 122 for details.

Part 3 143 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

2021/22 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 fees¹	Benefits (actual paid)	Total
As at 31 March 2022
	2021/22
Sunil Bharti Mittal³	£178	£67
	2020/21
	£90	£67
Awuneba Ajumogobia	2021/22
	£85	N/A
	2020/21
	£83	N/A
Douglas Baillie	2021/22
	£90	N/A
	2020/21
	£90	N/A
John Danilovich²	2021/22
	£80	N/A
	2020/21
	£80	N/A
Andrew Green	2021/22
	£90	N/A
	2020/21
	£90	N/A
Akhil Gupta	2021/22
	£70	N/A
	2020/21
	£70	N/A
Shravin Bharti Mittal	2021/22
	£70	N/A
	2020/21
	£70	N/A
Annika Poutiainen	2021/22
	£80	N/A
	2020/21
	£80	N/A
Ravi Rajagopal	2021/22
	£90	N/A
	2020/21
	£90	N/A
Kelly Bayer Rosmarin⁴,⁶	2021/22
	£70	N/A
	2020/21
	£30	N/A
Tsega Gebreyes⁵	2021/22
	£31	N/A
	2020/21
	N/A	N/A

¹ NED fees determined in pounds sterling.
² Adjustable closing FX rate of GBP/USD on 31 March 2022 – £1 = $1.31. USD values for 2019/20 are restated using this FX rate to aid comparison.
³ Benefits for 2020/21 are restated to reflect the final value paid in respect of the year. 2021/22 benefits are estimated and will be restated next year as required.
⁴ Joined the Board on 27 October 2020.
⁵ Joined the Board on 12 October 2021.
⁶ 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.

Our TSR performance from admission

The following graphs sets out our comparative TSR relative to the FTSE 250 and FTSE 100 indices from 28 June 2019 (the date of our listing) to 31 March 2022, 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.

Total shareholder return
Value (£) (based)

  0
 50
100
150
200
250

Airtel Africa
28/06/2019
31/03/2022
31/03/2020
31/03/2021
FTSE 250
FTSE 100

This graph shows the value on 31 March 2022 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.

Part 3 144 Airtel Africa plc Annual Report and Accounts 2022

Governance report

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. 2021/22 is split between the two people acting as CEO during this period.

	Raghunath Mandava	Segun Ogunsanya
	2019/20¹	2020/21²
Total remuneration ($’000)	$3,140	$3,642
% of maximum bonus earned	60%	100%
% maximum LTIP vested	76%	100%

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 prorating.
⁴ From 1 October 2021 to 31 March 2022.

CEO pay ratio

As the majority of our employees are based in Africa, with only seven in the UK, we’re not required to publish a CEO pay ratio. Given the numbers of employees in the UK versus those overseas and the fact that the people in the UK are mainly involved in operating our head office, the ratio produced by comparing CEO remuneration with that of our UK workforce is likely to be misleading. As such, we’ve decided not to publish this information.

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
Base salary / fees	Benefits¹
Segun Ogunsanya²	n/a
Jaideep Paul³	n/a
Raghunath Mandava⁴	9%
Sunil Bharti Mittal	0%
Awuneba Ajumogobia	3%
Douglas Baillie	0%
John Danilovich	0%
Andrew Green	0%
Akhil Gupta	0%
Shravin Bharti Mittal	0%
Annika Poutiainen	0%
Ravi Rajagopal	0%
Kelly Bayer Rosmarin⁶	n/a
Tsega Gebreyes⁷	n/a
Full-time employees⁸	5%

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 Left the Board on 30 September 2021.
⁵ Fee increase from 1 November 2021.
⁶ Joined the Board on 27 October 2020.
⁷ Joined the Board on 12 October 2021.
⁸ Based on employees of the Group.
⁹ Provisional bonuses for 2020/21 are compared with provisional bonuses for 2019/20.
¹⁰ Provisional bonuses for 2021/22 are compared with provisional bonuses for 2020/21.

Part 3 145 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

Payments to past directors and payments for loss of office (audited)

Raghu Mandava retired from his role as CEO on 30 September 2021. Reflecting both the period of sustained success as CEO and a successful transition, our committee decided to treat Raghu as a good leaver. The treatment of all elements of his remuneration have been determined in accordance with the directors’ remuneration policy.

• Raghu continued to be paid for his role as CEO up to 30 September 2021 at which date such payments stopped.
• In view of his planned retirement, no long-term incentive awards were made in 2021 and he received no salary increase.
• In accordance with his contractual entitlements which reflect local market practice, Raghu was paid the equivalent of $295,962 for accrued untaken holiday since his appointment as CEO.
• In accordance with our policy for expatriates’ benefits, the company will meet certain end of assignment relocation costs connected to the end of his residence in Kenya, including the cost of air travel home for his family, shipping of his household goods and tax filing assistance. These will be disclosed in next year’s annual report.

• As a good leaver, Raghu was eligible for a bonus for 2021/22 performance.This was pro-rated for the period from 1 April 2021 to 30 September 2021 and, in line with the policy, was paid in cash at the normal time: following completion of the accounts for the year ended March 2022. Details of this are on page 140.

• Raghu was treated as a good leaver in respect of his unvested share awards. In determining the treatment of his in-flight awards on his departure, our committee took account of the outstanding sustained turnaround performance in establishing Airtel Africa as the fastest growing and most profitable telecom operator in Africa. We also considered his inspirational frontline leadership in delivering this and the fact that over three quarters of the shares under award are not subject to leveraged performance conditions on vesting, with the majority also having been granted in connection with the IPO.

• In the light of this, our committee determined that his awards should vest at the time of his departure, with long-term incentive awards subject to pro-rating for time and based on our assessment of performance against the performance conditions based on Airtel Africa’s audited half-year accounts and relative TSR measured to 30 September 2021. Details of these awards are summarised on page 143. We note that the outcome of the 2019 financial metrics aligns with the final outcomes which have been assessed for the CFO in the normal timeframe but that the outcome of the relative TSR measure was vesting at 50% as compared to the current estimated vesting of this element of 100%.

• All vested awards will be subject to a further two-year holding period during which they may not be sold, even though only the 2020 award was granted subject to a two-year holding period. The committee believes that the approach taken is appropriate considering Raghu’s sustained excellent performance and stewardship and a number of mitigations in place. The awards will continue to be subject to clawback for two years after Raghu’s termination, enabling us to recoup payments in the unlikely event of a material misstatement, failure of risk management, evidence of gross misconduct, reputational damage or a material downturn in performance.

Relative importance of spend on pay

This table sets out, for the year ended 31 March 2022, the total cost of our employee remuneration and the total distributions to shareholders through dividends.

$million	2020/21	2021/22	% change
Dividends	$169	$169	0%
Overall remuneration expenditure	$275	$297	8%

Non-executive directors’ remuneration

The table below summarises the fees payable to non-executive directors. During the year, our committee reviewed the Board chair’s fee. This was set at the point of our IPO in line with the base directors’ fee, with a non-cash benefit of a car plus driver when in the UK. We considered it timely to review these arrangements with the view to moving to a more market-aligned fee structure for the role. As a result, we consolidated the Board chair’s car and driver benefit into the fee and increased the fee to £300,000 per year effective from 1 November 2021. This also reflects the time commitment and responsibilities of the role, as well as competitive fee levels for chairs of comparable organisations. Going forward, the chair will reimburse the company the actual cost of a company-provided company car out of his fee. There are no other changes to the fees from the prior year.

Role	Annual fee	As at 31 March 2022
Board chair fee	£300,000	$394,166
Non-executive base fee	£70,000	$91,972
Additional fees
Committee chair fee	£20,000	$26,278
Supplement for senior independent director	£20,000	$26,278
Committee membership fee (one committee)	£10,000	$13,139
Committee membership fee (two committees)	£15,000	$19,708

1 NED fees determined in pound sterling
2 Adjustable closing FX rate of GBP/USD on 31 March 2022 – £1 = $1.31

---

Part 3 Governance report 146

Airtel Africa plc Annual Report and Accounts 2022

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 2021 and 31 March 2022 (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 2021	Shareholding at 31 March 2022	Total shareholding as multiple of salary (%)	Maximum unvested LTIPs	Unvested options	Vested but not exercised share options
Segun Ogunsanya	n/a	0	Nil	1,722,614	235,212	470,420
Jaideep Paul	n/a	379,613	119%	1,663,755	250,363	500,724
Raghunath Mandava	499,090	1,938,284	1395%	Nil	Nil	2,181,092

1 As at date of stepping down from the Board on 30 September 2021

Non-executive directors (audited)

	Shareholding at 31 March 2021	Shareholding at 31 March 2022
Sunil Bharti Mittal	1 –	–
Awuneba Ajumogobia	–	–
Douglas Baillie	20,000	20,000
John Danilovich	460,000	460,000
Andrew Green	–	–
Akhil Gupta	–	–
Shravin Bharti Mittal	1 292,424,330	292,424,330
Annika Poutiainen	30,000	30,000
Ravi Rajagopal	86,500	122,250
Kelly Bayer Rosmarin	–	–
Tsega Gebreyes	n/a	–

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, Indian Continent Investment and Bharti Global hold voting rights in Airtel Africa as set out on page 124 (major shareholders).
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 2022 and the date of this report.

---

Part 3 147 Airtel Africa plc Annual Report and Accounts 2022

Governance report

Directors’ remuneration report continued

Committee governance

The Remuneration Committee is a formal committee of the Board. Its remit is set out in terms of reference available on our website: www.airtel.africa. The committee reviews its performance against these terms each year and are satisfied that it has acted in line with the terms of reference during the year.

Committee composition

Members throughout the year	Meeting attendance (5 meetings in the year)
Douglas Baillie, chair	5 (5)
John Danilovich	5 (5)
Awuneba Ajumogobia	5 (5)

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 & Marsal (A&M) provided remuneration advice and benchmarking data to the committee. A&M were appointed in light of the experience and expertise of their team in remuneration advisory work – and are expected to provide independent advice. A&M does not undertake any other work for Airtel Africa and has no connection to the Board or any director. A&M have signed the Code of Conduct of the Remuneration Consultants Group requiring the advice they provide to be objective and impartial. Total fees paid to A&M for the year in review were £150,536 (excluding VAT) charged on a time and materials basis.# Part 3 Governance report

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 2022.

Share awards granted to the executive directors (audited)

Segun Ogunsanya

Type of award	Maximum awards held on 31 March 2021¹	Awards granted during year²	Vested / exercised in year	Lapsed	Maximum awards held as at 31 March 2022	Date of grant	Exercise price	Vesting date	Expiry date
IPO share options	705,632	Nil	Nil	Nil	705,632	3 July 2019	£0.8	30 June 2020, 2021, 2022	2 July 2029
Replacement award³	660,560	Nil	Nil	Nil	660,560	28 June 2021	Nil	28 June 2022, 2023	28 June 2031
2021 LTIP – PSU	735,268	Nil	Nil	Nil	735,268	28 June 2021	Nil	28 June 2024	28 June 2031
2021 LTIP – RSU	326,786	Nil	Nil	Nil	326,786	28 June 2021	Nil	28 June 2024	28 June 2031

¹ As at the date of joining the Board
² From date of joining the Board
³ But out 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

Airtel Africa plc Annual Report and Accounts 2022

148

Jaideep Paul

Type of award	Maximum awards held on 31 March 2021¹	Awards granted during year²	Vested / exercised in year	Lapsed	Maximum awards held as at 31 March 2022	Date of grant	Exercise price	Vesting date	Expiry date
IPO share options	751,086	Nil	Nil	Nil	751,086	3 July 2019	£0.8	30 June 2020, 2021, 2022	2 July 2029
2019 LTIP awards – PSP-Financial	26,668	Nil	Nil	Nil	26,668	3 July 2019	Nil	30 June 2022	2 July 2029
2019 LTIP awards – PSP-TSR	80,000	Nil	Nil	Nil	80,000	3 July 2019	Nil	30 June 2022	2 July 2029
2019 LTIP – RSU	26,666	Nil	Nil	Nil	26,666	3 July 2019	Nil	30 June 2022	2 July 2029
2020 LTIP – PSP	397,590	Nil	Nil	Nil	397,590	30 October 2020	Nil	30 October 2023	30 October 2030
2020 LTIP – RSU	198,795	Nil	Nil	Nil	198,785	30 October 2020	Nil	30 October 2023	30 October 2030
2021 LTIP – PSP	0	390,402	Nil	Nil	390,402	28 June 2021	Nil	28 June 2024	28 June 2031
2021 LTIP – RSU	0	182,188	Nil	Nil	182,188	28 June 2021	Nil	28 June 2024	28 June 2031
One-off share award²	361,446	Nil	60,241	Nil	301,205	30 October 2020	Nil	30 October 2021, 2022, 2023	30 October 2022

¹ As at the date of joining the Board
² No awards have been granted since joining the Board
³ One tranche of this award vested on 30 October 2021. As the award does not have any performance conditions, it is not included in the single figure of remuneration, in accordance with the regulations

Raghunath Mandava

Type of award	Maximum awards held on 31 March 2021¹	Awards granted during year	Vested / exercised in year²	Lapsed in year	Maximum awards held as at 31 March 2022	Date of grant	Exercise price	Vesting date	Expiry date
IPO share options	12,380,952	Nil	199,860	2,181,092	Nil	3 July 2019	£0.8	30 June 2020, 2021, 2022	2 July 2029
2019 LTIP awards – PSP Financial	198,412	Nil	173,431	24,981	Nil	3 July 2019	Nil	30 June 2020, 2021, 2022	2 July 2029
2019 LTIP awards – PSP-TSR	297,620	Nil	111,336	186,284	Nil	3 July 2019	Nil	30 June 2022	2 July 2029
2019 LTIP awards – RSU	198,413	Nil	173,430	24,983	Nil	3 July 2019	Nil	30 June 2020, 2021, 2022	2 July 2029
Replacement stock awards	340,830	Nil	329,469	11,361	Nil	3 July 2019	Nil	30 June 2020, 2021	2 July 2029
2020 LTIP awards – PSP	975,904	Nil	298,564	677,340	Nil	30 October 2020	Nil	30 October 2023	30 October 2030
2020 LTIP awards – RSU	433,735	Nil	132,695	301,040	Nil	30 October 2020	Nil	30 October 2023	30 October 2030
2020 deferred bonus	Nil	354,608	354,608	Nil	Nil	2 August 2021	Nil	30 September 2021	30 September 2031

¹ As at date of stepping down from the Board
² Includes awards which vested in June 2021 and September 2021

All of Raghu’s vested awards are subject to a further two-year holding period during which they may not be sold.

Part 3 149

Airtel Africa plc Annual Report and Accounts 2022

Governance report

Air tel Africa share price

The closing price of an ordinary share on the London Stock Exchange on 31 March 2022 was £1.39, with the range between 1 April 2021 and 31 March 2022 being £0.71 to £1.60.

Statement on voting at the 2021 Annual General Meeting (unaudited)

At our 15 July 2021 AGM, votes cast on directors’ remuneration were as follows:

	Percentage of votes cast For	Percentage of votes cast Against	Percentage of votes cast Withheld	Number of votes cast For	Number of votes cast Against	Number of votes cast Withheld
Directors’ remuneration report	99.24%	0.76%		2,834,415,311	21,635,262	62,738

The policy was last put to a binding shareholder vote at our 24 June 2020 AGM with the following outcome:

	Percentage of votes cast For	Percentage of votes cast Against	Percentage of votes cast Withheld	Number of votes cast For	Number of votes cast Against	Number of votes cast Withheld
Directors’ remuneration policy	93.55%	6.45%		3,212,129,420	221,602,239	10,293

On behalf of the Board

Doug Baillie
Chair, Remuneration Committee
10 May 2022

Part 3
150

Airtel Africa plc Annual Report and Accounts 2022

Governance report

Financial statements

In this section	Independent auditor’s report	Consolidated statement of comprehensive income	Consolidated statement of financial position	Consolidated statement of changes in equity	Consolidated statement of cash flows	Notes to consolidated financial statements	Company statement of financial position	Company statements of changes in equity	Notes to company only financial statements
152	162	163	164	165	168	225	226	227

151

Airtel Africa plc Annual Report and Accounts 2022

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 2022 and of the group’s profit for the year then ended;
   * the group financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards and International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) and approved for use in the United Kingdom by the UK Accounting Standards Endorsement Board (UKEB);
   * 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 flows; and
   * the related notes 1 to 36 of the group financial statements and the related notes 1 to 10 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 and approved for use in the United Kingdom by the UK Accounting Standards Endorsement Board (UKEB). 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).

1. 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 parent company for the year are disclosed in note 8.1 to the group financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the parent company.# Independent Auditor's Report to the Members of Airtel Africa plc

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

1. Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:
* Going concern;
* Prepaid and Airtel Money (mobile money) revenue; and
* Classification of legal cases

Materiality

The materiality we used for the group financial statements is $62m which represents 5.1% (March 2021: 5%) of profit before tax and 3% (March 2021: 2%) of underlying earnings before interest, tax, depreciation and amortisation (underlying EBITDA).

Scoping

Our scope covered seventeen components. Of these, four were full-scope audits and thirteen were subject to specific procedures on certain account balances. These covered 100% of group profit before tax, 99% of group revenue and 99% of the group total assets. Components and balances not in scope were subject to analytical procedures by the Group audit team.

Significant changes in our approach

Impairment of goodwill has not been included as a key audit matter this year given the headroom that exists across all the CGU's and that no reasonable possible change in any of the assumptions would lead to an impairment.

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 is discussed in section 5.1. 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.

1. Key audit matters

Key audit matters are those matters that, in our professional judgment, 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 Going concern

Key audit matter description

The group made a profit before tax of $1,224m during the year ended 31 March 2022 (March 2021: $697m) and was in a net current liability position of $1,076m at 31 March 2022 (March 2021: $1,599m). As set out in the going concern disclosure in note 2.2 to the financial statements, at the date of approving the financial statements, the group had committed undrawn credit facilities of $587m of which $163m are due to expire during the going concern assessment period. Net debt of $2,941m (March 2021: $3,530m) include $1,000m (March 2021; $2,384m) of bonds which contain a cross default clause with the group’s majority shareholder, Bharti Airtel Limited. There would be a covenant breach on this bond should Bharti Airtel Limited (or any of their significant subsidiaries) default on any debt in excess of $50m which may impact the ability of the group to raise additional debt.

Note 2.2 to the financial statements includes the directors’ assessment that they consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. The matter is also referred to within the Audit and Risk Committee’s report on page 109.

The directors have prepared a base case forecast of liquidity and cash flow to June 2023. Management have also prepared a reasonable worst-case sensitivity to this base case forecast, including: a further slowdown in revenue growth (including impact of Covid-19 to the group), higher operating and regulatory costs and currency devaluation. This reasonable worst-case forecast was further sensitised on the basis that cash cannot be extracted from key operating companies to the holding company for the going concern period. Management have identified a number of mitigating actions to preserve liquidity, including a reduction in capital expenditure and, if required, a reduction in dividends.

Both the base case and reasonable worst-case forecasts project that the group has adequate liquidity, taking into account the available cash as at 31 March 2022 of $638m and committed undrawn facilities of $424m expiring beyond the going concern assessment period. The directors, through enquiry with its majority shareholder have assessed the risk of Bharti Airtel Limited defaulting on its debt (and the bonds being recalled) as remote. The directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

Given the above circumstances, we identified a key audit matter relating to the group’s going concern assessment, including the group’s ability to continue to service its debts and the actions available to the group to preserve liquidity.

How the scope of our audit responded to the key audit matter

Our procedures 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 the economic disruption risk associated with the Covid-19 pandemic, global supply chain and the conflict in Ukraine. This covered a period of at least twelve months from the date of approval of the financial statements;
* Assessing the reasonableness of the anticipated impact of the group’s principal risks on the group’s cash flow projections, including whether they are a reasonable worst case and the reasonableness of the mitigating actions available to the group to preserve liquidity;
* 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;
* Obtaining direct confirmations of the value, duration and terms for the group’s undrawn committed facilities;
* 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;
* Evaluating the work of the majority shareholder’s auditor in relation to their work on going concern to challenge the directors’ assessment that the risk of default at the majority shareholder is remote; and
* Assessing the completeness and accuracy of the matters included in the directors’ going concern disclosures based on our knowledge obtained from our evaluation of the directors’ going concern assessment.

Key observations

We concur with the directors’ conclusion that it is appropriate to prepare the financial statements using the going concern basis of accounting and that there is not a material uncertainty related to going concern. We consider the going concern disclosures within note 2.2 of the financial statements to be appropriate.

5.2 Prepaid and Airtel Money (mobile money) revenue

Key audit matter description

As set out in note 6 to the financial statements, revenue of $4,714m (March 2021: $3,908m) is derived from the provision of voice, data, mobile money and other services. These revenue streams account for $4,307m (March 2021: $3,561m) with voice and data accounting for $3,883m (March 2021: $3,260m) of revenue and mobile money services accounting for $424m (March 2021: $301m) of revenue. 88% of voice and data revenue derives from customers who subscribe to services on a prepaid basis.Mobile money revenue relates to the commission earned on allowing customers to transfer funds and pay bills on the Group’s mobile money IT platform Mobiqity. The group’s accounting policies on prepaid and mobile money revenue are set out in note 2.21 to the financial statements. Due to the complexity of the group’s revenue recording systems (IN for prepaid revenue and Mobiqity for mobile money) and the volume of customer data, we identified a key audit matter relating to prepaid revenue, specifically (i) the correct set up of tariffs on the applicable systems and (ii) the manual journal posting of revenue from the billing system to the general ledger. For mobile money, we identified a key audit matter in relation to the accuracy of rates and tariffs within the Mobiqity system. Errors in either would impact the accuracy of prepaid and mobile money revenue. We also identified a fraud risk in respect of these matters.

How the scope of our audit responded to the key audit matter

Our procedures involved:
* Working with our IT specialists to understand the IT environment in which the revenue recording systems reside, including interface controls between different IT applications. This included the IN billing system for prepaid revenue and the Mobiqity IT platform for mobile money;
* Testing the relevant controls over (a) approvals and maintenance of new plans in the IN billing system, and (b) authorisation of rate changes and the maintenance of rates within the IN and Mobiqity systems;
* Testing the reconciliation process between the general ledger and IN and Mobiqity including any manual adjustments posted;
* For prepaid revenue, testing a sample of call record validations to test the accuracy of prepaid revenue and the resolution of exceptions in addition to performing independent call testing to evidence that the amounts charged to the subscriber is consistent with the approved tariffs;
* We analysed key movements in prepaid revenue recorded within the general ledger against cash collection in the billing systems at the group level;
* For prepaid revenue, tested a sample of tariffs set up in IN system;
* For Airtel Money, tested a sample of tariffs set up in Mobiqity system; and
* We also created an expectation of the Airtel Money revenue by considering the transactions and the applicable rates and compared the actual revenue recorded with the expected revenue.

Key observations

Based on our work, we noted no significant issues on the accuracy of prepaid and mobile money revenue recorded in the year.

Financial statements 154
Airtel Africa plc Annual Report and Accounts 2022

5.3 Classification of legal cases

Key audit matter description

Management has recorded a provision of $38m (March 2021: $15m) in respect of legal claims which are included in the provision for legal and regulatory cases amounting to $51m (March 2021: $19m) as set out in note 25 to the financial statements. Contingent liabilities as at 31 March 2022 in relation to legal claims amounted to $82m (March 2021: $87m) as described in note 29 to the financial statements. Airtel Africa has business operations in 14 countries across Africa with different legal environments. Each component maintains legal registers which are updated on a monthly basis to summarise the current position of each legal case and to consider whether a legal case is assessed as probable, possible or remote in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent assets, and consequently whether a provision or contingent liability disclosure is required. Management of these matters is frequently supported by external counsel in the local markets and the opinion of counsel is considered in assessing the classification of matter as probable, possible or remote in accordance with IAS 37: Provisions, Contingent Liabilities and Contingent assets. Further information on the group’s policies for legal matters, including the judgements taken can be found in notes 2.19 and 2.20 to 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 110.

We identified a key audit matter relating to the appropriate classification and presentation of legal cases within the financial statements as remote (no disclosure), possible (contingent liability, note 29) and probable (provision, note 25) in accordance with IAS 37. There are a significant number of ongoing legal cases covering a number of years across all operating companies. Management has exercised significant judgment in determining their assessment of the outcome and the accounting consequences thereon. As a result of these factors and the legal framework in the countries in which the group operates, we consider there to be a fraud risk associated with this key audit matter due to susceptibility of the judgment to bias.

How the scope of our audit responded to the key audit matter

Our procedures involved:
* Obtaining an understanding of the relevant controls concerning the classification of legal cases;
* Assessing a sample of cases and challenging whether the cases are appropriately classified as probable, possible or remote based on IAS 37: Provisions, Contingent Liabilities and Contingent Assets;
* Holding discussions with internal legal counsel and obtaining supporting evidence for a sample of cases;
* Circularising confirmations to external legal counsel for a sample of cases and checking their assessment of whether a legal case is probable, possible or remote against management’s assessment. We also evaluated the competence, capability and objectivity of external legal counsel;
* Assessing the consistency and completeness of approach across each operating company by considering if there is any precedent for similar cases to be settled within each jurisdiction, as well as current legal settlements; and
* Evaluating the financial statement disclosures including the articulation of each material case.

Key observations

Based on the procedures performed we consider the classification of legal cases as probable, possible and remote to be appropriate. We consider the provision and contingent liability disclosures within notes 25 and 29 to the financial statements to be appropriate.

155
Airtel Africa plc Annual Report and Accounts 2022

Financial statements

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 judgment, we determined materiality for the financial statements as a whole as follows:

	Group financial statements	Parent company financial statements
Materiality	$62m (March 2021: $35m)	$40.8m (March 2021: $31.5m)
Basis for determining materiality	5.1% (March 2021: 5%) of profit before tax and 3% (March 2021: 2%) of underlying EBITDA.	1% of net assets (March 2021: 1% of net assets capped at 90% of group materiality)
Rationale for the benchmark applied	Profit before tax is our primary benchmark as it impacts distributable reserves and dividends, which is key for investors. Underlying EBITDA is also a key performance measure for the group.	Airtel Africa plc is a holding company, which holds investments in a number of subsidiaries. Thus, the primary users of the company’s financial statements are the group’s shareholders and the directors and management of its holding company (Bharti Airtel Limited) and ultimate holding company (Bharti Enterprises (Holding) Private Limited which is held by private trusts of Bharti family, with Mr. Sunil Bharti Mittal’s family trust effectively controlling the company). We therefore considered net assets to be the most appropriate benchmark given the primary purpose of the company is a holding company.

Profit before tax	$1,224m
Group materiality	$62m
Audit and Risk Committee reporting threshold	Profit before tax
Group materiality	$8m to $41m
Component materiality range

6.2 Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.

	Group financial statements	Parent company financial statements
Performance materiality	60% (March 2021: 50%) of group materiality	60% (March 2021: 50%) of parent company materiality
Basis and rationale for determining performance materiality	In determining performance materiality, we considered the following factors: a.

7. An overview of the scope of our audit

7.1 Identification and scoping of components

Our component audit scope requires us to (a) achieve sufficient coverage across the group to address the key risk areas and (b) meet the requirements of ISA (UK) 600 to plan and oversee the work performed by component audit teams. Our group audit was scoped on an entity level basis, assessing components against the risk of material misstatement at group level. We also considered the quantum of financial statement balances and individual financial transactions of a significant nature. In performing our assessment, we have considered the geographical spread of the group and risks presented within each region. The group operates across fourteen countries across Africa (each were identified as a component for audit purposes) and supported by the group’s shared service centre based in India, as well as a key holding company based in the Netherlands (Bharti Airtel Netherlands BV) which holds the majority of the group’s debt, and Air tel Africa plc, the parent company.

Consistent with last year, component teams performed full scope audits on two components (Nigeria and Uganda) and audits of specified account balances for twelve components as set out in the table below. We performed audit procedures for the 11 months ended 28 February 2022 on Nigeria, Uganda, Tanzania, Kenya, Malawi, Zambia and the DRC and additional procedures for the period to 31 March 2022. For Congo B, Gabon, Niger, Chad, Seychelles, Rwanda and Madagascar we performed audit procedures for the 9 months ended 31 December 2021 and additional procedures for the period to 31 March 2022. We performed a full scope audit on Airtel Africa plc and specified procedures on Bharti Airtel Netherlands BV. A component audit team also performed procedures at the shared service centre in India.

The group team performed analytical review procedures on the remaining balances not included within audit scope, each of which are insignificant. This included other holding companies within the Netherlands including AMC BV, the holding company of the most Air tel Money entities. We also made inquiries of management and evaluated and tested management’s group-wide controls across a range of locations and segments in order to address the risk of residual misstatement on a segment-wide and component basis. At the group level, we also tested the consolidation process and performed procedures over significant risks and controls.

We also assessed the accounting for key transactions in the year, as set out in note 5 to the financial statements including the disposal of a minority shareholding in the Air tel Money business, the disposal of Tower assets (Malawi, Tanzania, Rwanda and Madagascar), the acquisition of a minority shareholding in Air tel Nigeria, the early redemption of the $505m bond and legal and regulatory settlements in certain jurisdictions.

The below table summarises the segment allocation and scope of the group’s components:

Segment	Full scope audit	Audits of specified balances
Nigeria	Nigeria
East Africa	Uganda	Tanzania, Malawi, Kenya, Zambia and Rwanda
Francophone – Democratic Republic of the Congo, Congo Brazzaville, Niger, Chad, Gabon, Madagascar and the Seychelles
Central	Air tel Africa plc and Shared service centre in India for the full scope components.	Netherland holding company and shared service centre in India for other components in scope.

Based on this assessment our full scope audits covered 63% (March 2021: 44%) of profit before tax, 50% (March 2021: 55%) of revenue and 68% (March 2021: 69%) of total assets. Our audits of specific account balances covered 37% (March 2021: 55%) of profit before tax, 49% (March 2021: 54%) of revenue and 31% (March 2021: 30%) of total assets. In total we covered 100% (March 2021: 99%) of profit before tax, 99% (March 2021: 98%) of revenue and 99% (March 2021: 99%) of total assets.

	Revenue	Profit before tax	Total assets
Full audit scope	50%	63%	68%
Specified audit procedures	1%	0%	1%
Review at Group level	49%	37%	31%

7.2 Our consideration of the control environment

7.2.1 IT control environment

As a business, the group is extremely reliant on technology. Therefore, effective technology 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 the revenue account balance.

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 heavily 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 and Bharti Airtel Limited.

7.2.2 Business processes

We relied on controls for our full scope audits and audits of specified balances over the prepaid revenue, interconnect revenue, mobile money revenue, expenditure and payables, property plant and equipment and payroll cycles. We did not plan to rely on consolidation, tax and legal and regulatory controls as these controls are largely manual and are not sufficiently evidenced to enable us to test the controls. The controls around the recording of leases under IFRS16 ‘Leases’ were not sufficiently precise for us to be able to rely on them and consequently we performed substantive testing to address the risk around leases and did not identify any significant findings in these areas.

7.2.3 Governance controls

We paid particular attention to the governance of the relationship with the parent 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 54-58 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 entity and our wider risk assessment procedures.## 7.4 Working with other auditors

All the in-scope components were audited 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, now in Dubai, previously in Nairobi. We visited the shared service centre in India and the group’s head office in Dubai when pandemic related travel restrictions were eased. Under normal circumstances we would plan to visit a sample of the group’s operating companies. Given the continued pandemic related travel restrictions in Africa, we were unable to undertake any visits during the year. However, we held in-person meetings with the Nigerian and Ugandan component audit teams and performed our reviews of their audit files in Dubai. In response to our inability to travel to Africa, we undertook the following:

• We held a virtual meeting with all component audit teams to discuss and agree the planning and execution of the audit and with group management to communicate our audit strategy including key audit focus areas;
• We remained in regular contact with all component teams throughout the year to understand key issues and appropriately plan the year end audit. These interactions were increased during the key audit period and included direct calls between senior members of the Group and component audit teams;
• We held a daily call with Airtel management throughout the core period of the audit which also involved Deloitte India, who audit the shared service centre in India where the majority of account balances are managed; and
• We sent detailed instructions to our component audit teams, included them in our team briefings, and reviewed component auditors’ work papers with our direct access to their electronic audit systems.

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. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1 Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance including the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit and the Audit and Risk Committee about their own identification and assessment of the risks of irregularities;
• 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, including assessing the risk of fraud in the significant transactions undertaken by the group during the year as disclosed in note 5 to the financial statements and Airtel Money; and
  • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team including significant component audit teams and involving relevant internal specialists, including tax, mobile money, valuations, and IT 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 revenue, mobile money revenue and the classification of legal cases.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and relevant tax legislation in the jurisdiction that the group operates. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty. This primarily includes the regulations set by the telecommunication and Airtel Money regulator within each operating entity and the relevant financial regulations which governs the components.# Independent auditor's report to the members of Airtel Africa plc

Continued

1.2 Audit response to risks identified

As a result of performing the above, we identified prepaid revenue, mobile money revenue and the classification of legal cases as key audit matters related to the potential risk of fraud or non-compliance with laws and regulations. The key audit matters section of our report explains the matter in more detail and 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 correspondence with relevant tax authorities;
• Addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries including enhanced testing of manual journal entries bearing certain specific words of interest in its narration 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 one-off or unusual and are outside the normal course of business; and
• In addressing the risk of fraud through Airtel Money, further to our procedures over management override as above, we engaged IT specialists to perform tests on Mobiquty’s general IT controls including tests on user access, assessed the adequacy of the Know-Your-Customer (KYC) process and assessed the reasonableness of the monetary limits in place for transfers through Airtel Money.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including specialists and component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.

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 166;
• The directors’ explanation as to its assessment of the group’s prospects, the period this assessment covers and why the period is appropriate set out on pages 87-88;
• The directors’ statement on fair, balanced and understandable set out on page 108;
• The board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 80;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 111; and
• The section describing the work of the audit and risk committee set out on page 106.

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 in April 2019 to audit the financial statements for the period ended 31 March 2019 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is four years, covering the years ended 31 March 2019 to 31 March 2022.

15.2 Consistency of the audit report with the additional report to the audit committee

Our audit opinion is consistent with the additional report to the audit and risk committee we are required to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. We have been engaged to provide assurance on whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS and will report separately to the members on this.

Mark Goodey (FCA)
(Senior Statutory Auditor)

For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
10 May 2022

Financial statements

Consolidated statement of comprehensive income

(All amounts are in US$ millions unless stated otherwise)

	Notes	31 March 2022	31 March 2021
Income
Revenue	6	4,714	3,908
Other income	10	11	11
		4,724	3,919
Expenses
Net network operating expenses		817	694
Access charges		407	376
Licence fee and spectrum usage charges		244	198
Employee benefits expense	7	297	275
Sales and marketing expenses		224	187
Impairment loss on financial assets	5	7	7
Other operating expenses		451	382
Depreciation and amortisation	9	744	681
		3,189	2,800
Operating profit		1,535	1,119
Finance costs	10	441	432
Finance income	10	(19)	(9)
Other non-operating income	11	(111)	–
Share of profit from associate		(0)	(1)
Profit before tax		1,224	697
Income tax expense	12	469	282
Profit for the year		755	415
Profit before tax (as presented above)		1,224	697
Less: exceptional
l items (net) 11 (60) (14)
Underlying profit before tax 1,164 683
Profit after tax (as presented above) 755 415
Less: exceptional items (net) 11 (62) (50)
Underlying profit after tax 693 365
Other comprehensive income (OCI)
Items to be reclassified subsequently to profit or loss:
Loss due to foreign currency translation differences (4) (147)
Tax (expense)/credit on above (3) 9
Share of OCI of associate 1 0
Net loss on net investments hedge (8) (11) (14) (149)
Items not to be reclassified subsequently to profit or loss:
Remeasurement loss on defined benefit plans (0) (0)
Tax credit on above 0 0 (0) (0)
Other comprehensive loss for the year (14) (149)
Total comprehensive income for the year 741 266
Profit for the year attributable to: 755 415
Owners of the Company 631 339
Non-controlling interests 124 76
Other comprehensive loss for the year attributable to: (14) (149)
Owners of the Company (12) (140)
Non-controlling interests (2) (9)
Total comprehensive income for the year attributable to: 741 266
Owners of the Company 619 199
Non-controlling interests 122 67
Earnings per share
Basic 13 16.8 cents 9.0 cents
Diluted 13 16.8 cents 9.0 cents
163
Airtel Africa plc Annual Report and Accounts 2022
Financial statements
Consolidated statement of financial position
(All amounts are in US$ millions unless stated otherwise)

Notes	As of 31 March 2022	31 March 2021
Assets
Non-current assets
Property, plant and equipment	14	2,214
Capital work-in-progress	14	189
Right-of-use assets	30	1,109
Goodwill	15	3,827
Other intangible assets	15	632
Intangible assets under development	15	2
Investment in associate	16	6
Financial assets – Investments		0
– Derivative instruments	17	3
– Others		7
Income tax assets (net)	22	33
Deferred tax assets (net)	12	222
Other non-current assets	18	134
		8,367
Current assets
Inventories		3
Financial assets – Derivative instruments	17	3
– Trade receivables	19	123
– Cash and cash equivalents	20	638
– Other bank balances	20	378
– Balance held under mobile money trust		513
– Others		124
Other current assets	18	215
Assets of disposal group classified as held for sale	34	–
		1,997
Total assets		10,364
Current liabilities
Financial liabilities – Borrowings	22	786
– Lease liabilities	30	323
– Derivative instruments	17	9
– Trade payables		404
– Mobile money wallet balance		496
– Others	23	428
Provisions	25	69
Deferred revenue		162
Current tax liabilities (net)	22	220
Other current liabilities	24	176
Liabilities of disposal group classified as held for sale	34	–
		3,073
Net current liabilities		(1,076)
Non-current liabilities
Financial liabilities – Borrowings	22	1,486
– Lease liabilities	30	1,337
– Put option liability	5(g)	579
– Derivative instruments	17	–
– Others	23	88
Provisions	25	20
Deferred tax liabilities (net)	12	114
Other non-current liabilities	24	18
		3,642
Total liabilities		6,715
Net assets		3,649
Equity
Share capital	26	3,420
Retained earnings	27	3,436
Other reserves	27	(3,354)
Equity attributable to owners of the company		3,502
Non-controlling interests (NCI)		147
Total equity		3,649

The consolidated financial statements (company registration number: 11462215) were approved by the Board of Directors and authorised for issue on 10 May 2022 and were signed on its behalf by:

Olusegun Ogunsanya
Chief executive officer
10 May 2022

Financial statements
164
Airtel Africa plc Annual Report and Accounts 2022
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	Retained earnings (Note 27a)	Other reserves
As of 1 April 2020	3,420	2,805	(585)
Profit for the year	–	339	–
Other comprehensive loss	–	(0)	–
Total comprehensive income/(loss)	–	339	–
Transactions with owners of equity
Employee share-based payment reserve	–	(0)	–
Purchase of own shares	–	–	–
Transactions with NCI	–	–	(9)
Dividend to owners of the company	–	(169)	–
Dividend (including tax) to NCI	1	–	–
As of 31 March 2021	6,839,896,081	3,420	2,975
Profit for the year	–	631	–
Other comprehensive loss	–	(0)	–
Total comprehensive income/(loss)	–	631	–
Transactions with owners of equity
Employee share-based payment reserve	–	(1)	–
Purchase of own shares	–	–	–
Transactions with NCI (refer to Note 5(g) and (h))	–	–	(348)
Dividend to owners of the company (refer to Note 5(a) and (b))	–	(169)	–
Dividend (including tax) to NCI	1	–	–
As of 31 March 2022	6,839,896,081	3,420	3,436
1 Dividend to NCI includes tax of $4m (March 2021: $0m)
2 Includes ordinary and deferred shares, refer to Note 26
165
Airtel Africa plc Annual Report and Accounts 2022
Financial statements
Consolidated statement of cash flows
(All amounts are in US$ millions unless stated otherwise)

	For the year ended 31 March 2022	31 March 2021
Cash flows from operating activities
Profit before tax		1,224
Adjustments for:
Depreciation and amortisation		744
Finance income		(19)
Finance cost(s)		441
Share of profit of associate		(0)
Other non-operating income adjustment (refer to Note 5(c) to (f))		(111)
Other non-cash adjustments		1
		(15)
Operating cash flow before changes in working capital		2,273
Changes in working capital
Increase in trade receivables		(18)
Decrease/(Increase) in inventories		4
Increase/(Decrease) in trade payables		34
Increase in mobile money wallet balance		64
Increase in provisions		14
Increase in deferred revenue		27
Decrease in income received in advance		–
Increase in other financial and non-financial liabilities		50
Increase in other financial and non-financial assets		(144)
Net cash generated from operations before tax		2,304
Income taxes paid		(293)
Net cash generated from operating activities (a)		2,011
Cash flows from investing activities
Purchase of property, plant and equipment and capital work-in-progress		(717)
Proceeds from sale of tower assets (refer to Note 5(c) and (d))		171
Purchase of intangible assets		(22)
Maturity of deposits with bank		301
Investment in deposits with bank		(388)
Proceeds from sale of tower subsidiary (net of cash acquired) (refer to Note 5(e) and (f))		79
Interest received		19
Net cash used in investing activities (b)		(557)
Cash flows from financing activities
Proceeds from sale of shares to non-controlling interests (refer to Note 5(g))		550
Acquisition of non-controlling interests (refer to Note 5(h))		(164)
Purchase of own shares by ESOP trust		(6)
Proceeds from issue of shares to non-controlling interests		2
Proceeds from borrowings		973
Repayment of borrowings		(2,115)
Repayment of lease liabilities		(251)
Dividend paid to non-controlling interests		(48)
Dividend paid to owners of the Company		(169)
Interest on borrowings and lease liabilities and other finance charges		(370)
Payment on maturity of derivatives		(9)
Net cash used in financing activities (c)		(1,607)
Decrease in cash and cash equivalents during the year (a+b+c)		(153)
Currency translation differences relating to cash and cash equivalents		(3)
Cash and cash equivalents as at beginning of the year		1,003
Cash and cash equivalents as at end of the year (refer to Note 20)		847
1 For the year ended 31 March 2022, this mainly includes movement in trade receivables impairment and other provisions. For the year ended 31 March 2021, this mainly includes recognition of revenue pertaining to earlier years on a cumulative catch-up basis, arising out of a non-cash asset settlement agreement entered with a customer in one of the Group’s subsidiaries in Niger
2 Includes investment in deposits with original maturity of more than three months and deposits placed against certain borrowings. These are included with other bank balances in the consolidated statement of financial position
3 Includes balance held under mobile money trust of $513m (2021: $440m) on behalf of mobile money customers which are not available for use by the Group
Financial statements
166
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements
(All amounts are in US$ millions unless stated otherwise)
1.
```# Corporate information

Air tel Afr ic a plc (‘ th e com pany ’) is a pu blic c omp any limi ted by shares in cor po rate d in th e Unite d Ki ngd om und er th e Co mpanie s Ac t 2006 and is registered in England and W al es ( regis tration numbe r 1 14 62 21 5). The regis te red ad dress of t he c ompany is F ir st F lo or , 53/54 Gros ven or Stre et , Lon don W1K 3HU, Uni ted K ing dom . Th e comp any lis ted o n the Lo ndo n Stock E xc hange (L SE ) on 3 J uly 201 9 and on t he Ni ger ian Stoc k E xchang e (NG X) o n 9 Jul y 20 19. The comp any is a subsi diar y of A ir te l Afr ic a Maur iti us Limi ted (‘ th e pare nt ’), a comp any re giste red in M aur iti us. T he re gis tered a ddres s of the paren t is c/o IQ EQ Co rpo rate S er v ices (M auri tius) Ltd., 33 , Edit h Cave ll Stre et , Por t Lo uis , 1 132 4 , Maur it ius. The c omp any , to get her w it h it s subsi diar y un der taki ngs (here inaf te r refer red to as ‘ t he G roup’ ) has ope rat ions in Af ri ca . Th e pri ncip al ac tiv it ies of th e Gro up and i t s asso ciate co nsis t of the p rovisio n of telecommunications and mobile money services.

2. Summ ar y o f s ignicant accou nting policies

2.1 Basis of prepar atio n

The cons olid ated nanc ial state ment s have been prepare d in acc ordan ce wi th t he re quire ment s of th e Co mpani es Ac t 2006 and In ternat ion al Fin ancial R epo r t ing Sta ndards as iss ued by t he Inter nati onal Ac cou ntin g Stand ards B oard (I AS B) and appr oved for use in t he Uni ted K ingd om (U K) by th e UK Ac cou ntin g Stand ards Endorse ment Board (UKEB). All the amoun ts incl ude d in t he nancia l state ment s are repor te d in Uni ted Sta tes dol lars , wi th al l value s round ed to t he near est m illio n ( $m ) ex cept when o ther wise indicat ed. Furt her , amounts which a re less t han hal f a milli on are ap pear ing as ‘ 0’. The a cc ount ing po lic ies as set o ut in t he fol lowi ng par agra phs of this note have be en c onsis tent ly app lie d by all t he G roup’s enti tie s to all th e per io ds presente d in t hese nancia l st atemen ts .

New and amended st andards and interpretations that are eec ti ve for t he current year

No ne w IF RS issu ed dur ing t he year is a ppli cab le to th e Gro up. Ame ndme nt s to exis tin g IFR Ss have be en ap plie d by th e Gr oup as requ ired , howe ver , t hes e amen dment s d o not have any mate rial impa ct on the Group’s nancial st ateme nt s. The lis t of ne wly issue d amen dment s is as fo llow s:

• A mend ment s to I FRS 4 I nsuran ce C ont rac t s – E xte nsion of t he T e mpo rar y E xe mptio n fro m App ly ing IF RS 9.
• A mend ment s to I FRS 9 F inan cial Ins t rum ent s , IA S 39 Finan cial Ins tr umen ts : Re cog nit ion an d Measure ment , I FR S 7 Fina ncial Ins tr umen ts : Dis closu res , IFR S 4 Insur anc e Con tra ct s an d IFR S 1 6 Leases – I nteres t Rate B en chmar k Refo rm (Phas e 2 ).
• A mend ment s to I FRS 16 Leases – Cov id - 19- relate d Rent Co nces sions b eyon d 30 June 2021.

2.2. Basi s of measurem ent

The nan cial st ateme nt s have be en prepa red on the histor ica l cost basis except for nancial inst rum ent s that are m easure d at fai r value at the e nd of eac h rep or t ing p eri od as exp laine d in t he ac count ing pol icie s bel ow. Histo ric al co st is b ased o n the f air valu e of th e consi dera tio n given i n exchang e for go ods an d ser vice s.

Fair value measurem ent

Fair value is t he pr ic e at t he m easurem ent date at w hich a n asset c an be so ld or t he pr ic e paid to t rans fer a lia bili ty i n an ord erl y tra nsac tio n betwe en market par ticipant s. The G ro up is requ ired to c lassi f y th e fair val uatio n met hod of t he nancia l/non - nan cial asset s and liabilit ies eith er measured or discl ose d at fa ir value in t he nancia l statem ent s using a t hree level fair-value hiera rchy ( whi ch ree ct s the signi ca nce of input s used in th e measurem ent of fa ir valu e ). Acc ordin gly, the Gro up uses valuation techniques that are appropriate in the circumst ances and for which su cien t data is availa ble to measure fair value , maximising the us e of rele vant obs er va ble in put s an d minimisin g the us e of unobservable inputs . The t hre e levels o f fa ir -valu e hier archy a re desc rib ed b elo w:

• Leve l 1 – Quote d ( un adjus te d) pri ces for i dent ic al asse ts o r liabi lit ies in ac ti ve market s .
• Leve l 2 – Signi ca nt input s to t he fair value measureme nt are direct ly or indirect ly obser vable.
• Leve l 3 – Signi ca nt input s to t he fair value measureme nt are unobservable.

Going concern

The se conso lidate d nancial st ateme nt s have b een prep ared on a goin g con cer n basis . In mak ing th is goin g con cer n asse ssme nt , the Gro up has c onsid ered cash ow proje c tio ns to Jun e 2023 und er bot h base an d reasona ble wo rs t cas e sce nar ios ta king in to consi derat ions it s principal risk s and uncer tainties , including a reduc tion in revenue and EBI TDA and a si gni can t devaluati on of t he vario us curren cies in th e count ri es in wh ich t he G roup op era tes, i nclu ding t he Ni ger ian Naira . A s par t of this eval uatio n, t he G roup has c onsid ered av ailabl e ways to mi tigate t hes e risk s and u nce r ta inti es and has als o consi dere d comm it ted u ndraw n fac ilit ies of $ 4 2 4m expir ing b eyon d the g oing con cer n asse ssme nt per io d ( to tal c ommi tte d und rawn f acil iti es as of the date of au tho ris atio n of t hese cons olidate d nancia l statem ent s are $58 7m ), which will ful ll the Group’s cash ow requ ireme nt under bot h the b ase and reas onab le wor s t case s cena rios . Havin g consi dere d all t he fac tor s ab ove impac t ing th e Gro up’s busine sses , t he impa ct of d ownsi de sens iti vit ies , and t he mi tiga ting actio ns available, including a reducti on and deferral of capital expe ndi ture, the direc tor s are satis  ed that the Group has adequate resou rces to c ont inue i ts o pe rati onal exis te nce fo r the fo rese eabl e fu ture. Ac cor dingl y , t he di rec tor s cont inue to a dopt t he go ing co nce rn basis of ac coun ting i n prep arin g the c onso lidate d and c ompa ny only nancial statements .

2.3 Basis of co nsolidat ion

a. Subsidiaries

The cons olid ated nanc ial state ment s inco rp orate the nanc ial st atem ent s of th e comp any and e nti ties c ont roll ed by t he co mpany (it s subsi diari es ) u p to 3 1 Ma rch eac h year . T he G rou p cont rols an enti t y whe n it is exp ose d to or has r ight to var iabl e retur n fro m it s invol vement wi th the entit y and has t he abilit y to aect thos e returns thro ugh i ts p ower (that is , exis tin g rig hts t hat gi ve it th e cur rent ab ilit y to dire ct t he rel evant ac t ivi tie s ) over t he en tit y. The G roup re - asses ses whet her o r not i t cont rols t he ent it y , if th e und erl yin g fac t s and circumst ances indicate a change in the above- mentio ned parameters that d eter mine t he exis ten ce of co ntro l. Subsid iarie s are fu lly c onsol idate d fro m the date o n whi ch co ntro l is tra nsfe rre d to th e G rou p, and t hey are d e - cons oli dated f rom t he date that c ontr ol ceas es. N o subsi diari es are excl ude d fro m the G rou p cons olida tion . No n - con trol ling inte res t s is the e qui ty i n a subsidia r y not at tr ibu tab le to th e pare nt and is pr esente d se parate ly fr om th e paren t’s equ it y. Non- c ont roll ing inte res ts c onsis t of th e amou nt at th e date of th e busine ss co mbinat ion an d it s share o f chang es in e quit y sinc e that date. Prot or loss and other compre hensi ve income /l oss are attrib uted to the controlling and non - controlling interes ts in prop or tion to t heir ow ner ship i nteres t s , even if t his resul t s in th e non - co ntro llin g interest s having a deci t balance . However , in cases where there are binding contrac tual arrangeme nts that determine the at tri but ion of the earnings , the attr ibu ti on spec ie d by su ch arr ange ment is c onsid ered .

167 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022 Financial statements

The G ro up may wr ite a pu t opt ion o r enter in to an agre eme nt wit h th e non - co ntro llin g shareh old ers i n the G roup’s subsid iari es to purc hase the ir equit y interes t in t he subsidiar y , for cash or a noth er nancia l asset . The se contr ac t s give r ise to a nancial liabili t y for t he prese nt value of t he li kely re dempt ion a mount . T his is th e cas e even if t he cont rac t it s elf is an e qui t y inst ru ment o r even if t he o bligat ion to purc hase th e equ it y intere st is c ondi ti onal on t he co unter par ty exercisin g a r ight to re de em . The nancial liabil it y is re co gnise d initiall y at th e p rese nt valu e of the li kely re demp tio n amoun t by debi tin g equ it y (‘T rans ac tio ns wit h NC I rese r ve’) w hile c onti nuing to re co gnise t he non- controlling inter est , if the non- controlling share holders continue to have pres ent ac cess to r etur ns on th e unde rl ying e qui ty i nteres t of the subsidiar y. Su bse quent ly, t he nancial liabi lit y is re - meas ured in accor danc e with IFR S 9 i. e. throug h prot and loss. If the contr ac t expir es witho ut deli ver y, t he carr ying amount of the nancial liabil it y is reclassi e d to eq uit y (‘T ransa ct ions wit h NCI reser ve’ ). I f the option is exercise d , the c orr espo ndin g non - co ntro llin g i nteres t to t he extent shares are re-acqu ired from non -c ontrolling shareholder s is de - rec ognis ed at t he sam e tim e as the p ut opt ion .# The pro t or loss on disposa l of a subsidiar y (associ ated wit h loss of cont rol) is re co gnise d in th e cons olida ted s tate ment of c omp rehe nsive inc ome being the die renc e betw een (i) the aggregate of the fair value of consi der atio n rec eive d and th e fair va lue of any re tain ed in teres t , and (ii) t he pre vious c ar r yi ng amou nt of th e asset s (in clu ding go od will ) and liabilities of the subsidiary and any non - controlling interest s . In addi tio n, a ny amoun ts p revi ously r eco gnise d in ot her c ompre hensi ve inc ome in re spe ct of t he de - conso lidate d ent it y , a re acc ounte d for as if th e Gro up had di rec tl y dispo sed of t he rel ated ass et s or liab ili ties . This may m ean that a mount s p revi ously re co gnise d in th e othe r comp rehe nsive inco me are re - class ie d to p ro t and l oss . Any reta ine d interes t in t he en tit y is rem easure d to it s fair v alue w ith t he resu lt ant chang e in c ar r yin g value being reco gnise d in t he prot and loss . A chang e in th e own ersh ip intere st of a su bsidiar y , w ith out a c hange of cont rol , is ac count ed for as a t rans ac tio n wit h equ it y hol der s. Any dier enc e betwe en the amount of the adjust ment to non- cont roll ing inte res t s and any c onside rat ion excha nge d is rec ognis ed in ‘ tr ansa ct ions w ith N CI re ser ve ’ , w it hin equ it y.

b. Assoc iate

An assoc iate is an enti t y over w hich the Gro up has si gni ca nt inu enc e. Signi can t inuenc e is t he power to par t ici pate in the nanc ial and operat ing poli cy dec isions of the investee but is not cont rol o r joint c ont rol over t hos e poli cies . An inves t ment i n an asso ciate is ac cou nted fo r using t he eq uit y meth od from the date on w hic h Group st ar t s exercising signic ant inu enc e over t he assoc iate. At each re por ting da te, th e Gro up dete rmin es wh eth er th ere is obje c tive e vide nce t hat th e inves tm ent is imp aired . If t here is su ch evid enc e, th e Gro up ca lcul ates th e amou nt of the i mpair men t as the die renc e betw een the rec overab le amount of the investm ent and its carr y ing value.

c. Method of consolidation

The s tand - alon e nancial st atem ent s of sub sidiar ies are fully cons olida ted on a line - by- lin e basis af te r adjus t ing for b usines s comb inati on ad just men ts . In tra - gro up bala nces a nd tr ansac ti ons , and in com e and ex pens es arising fro m intra - group tra nsac tio ns, are elimi nated w hile prep ari ng the consol idated nan cial st ateme nts . The gains result ing from intra - gr oup transa ct ions are also eliminated . Similarly , t he losses are eliminated, unless the transac tion provides evid enc e as to impai rme nt of th e asset t rans fer red . The G ro up’s invest ment i n it s asso ciate is a cco unted fo r using t he equi t y met hod . Acc ordi ngly, the inves tm ent is c arr ie d at cos t les s any impa irm ent los s, as a djus ted fo r pos t-acq uisit ion ch anges i n the Gro up’s share of the n et asse ts o f the inve ste e. A ny exces s of the c os t over th e Gro up’s share of net as set s in it s as soc iate at th e date of acqu isit ion is pre sente d as go odw ill . Th e goo dw ill is inc lud ed wi th in the c ar r yin g amou nt of the i nves tme nt . Th e unrealis ed gai ns/ loss es resul ting f rom t rans act ions w it h the as soc iate are el iminate d agains t the i nves tmen t to the ex te nt of the G rou p’s interes t in th e inves tee . Unreal ised l osse s are also e liminate d unl ess t he tr ansac ti on prov ide s evid enc e of an imp airm ent of t he asse t trans fe rre d. Acc ount ing po lic ies of th e Gro up’s subsidiar ies an d asso ciates are alig ned w here ver ne ces sar y, to ens ure cons iste nc y wit h the acc ount ing p olic ies t hat are ado pted by t he G roup u nder I FR S.

2.4 Business combi nations

The G ro up acc ount s fo r busine ss co mbinat ions usi ng th e acqu isiti on meth od of account ing , acco rdingl y , the identi abl e asset s acquire d and th e liabi lit ies assu med i n the a cquisi tio n are re cord ed at t heir acquisition date fair values ( except cer tain assets and liabilit ies which are req uire d to be measu red as p er th e appl ica ble s t andards) and the non- c ontrolling interest is initially reco gnised at the non- co ntrolling interes t ’s propor tiona te share of the acq uiree ’s ne t identi abl e asset s. The c onsid erat ion t rans fer red f or th e acqu isiti on of a subsi diar y is t he aggre gat ion of t he fair v alues of t he ass et s tra nsfe rre d, t he lia bili ties incu rre d or assu med a nd the e qui t y interes t s issu ed by t he G roup in exchang e for co ntro l of th e acqu iree . The c onsid erat ion t rans fer red a lso inc lud es th e fair val ue of any ass et or liab ilit y resu lt ing fr om a co ntin gent c onsid erat ion ar ran geme nt . Any co nti ngent c onsid erat ion to b e tr ansf erre d by th e acq uirer is rec ognis ed at fa ir valu e at th e a cquisi tio n date. C ont inge nt consi dera tio n classie d as a n asset or lia bili ty is subsequ entl y measure d at fair v alue w ith c hang es in fai r value re co gnise d in pro t or loss . Cont inge nt conside rati on that is cl assie d as equit y is not re - measure d and i t s subse que nt set tl eme nt is acc ounte d for w ithin equi ty. The e xcess of t he co nside rati on tr ans ferr ed , alon g wit h th e amou nt of any non- controlling interes ts in the acquire e and the acquisition - date fair value ( wit h the resulti ng diere nce bein g recogn ised in the cons olida ted s tate ment of c omp rehe nsive inc ome) of any previo us equi t y intere st in t he ac quire e, ove r the f air valu e of th e Gro up’s share of the identi abl e net asset s acquir ed is re co rde d as go od will . Acqu isiti on -r elate d cos t s are exp ense d in th e per io d in whi ch th e cos t s are incurr ed. If th e init ial ac cou ntin g for a busi ness c ombi natio n is inc ompl ete as at th e re po rti ng date in w hich t he co mbinat ion o cc urs , th e iden tiabl e asset s and liabili tie s acquire d in a busines s combinat ion are measur ed at t heir p rovisio nal fair v alues a t the date of a cqu isiti on. Subse que nt adjus tment s to th e prov isiona l value s are made w it hin th e measure ment p eri od , if ne w infor mati on is obt aine d ab out f act s a nd circu mst anc es th at exis ted as of th e ac quisit ion d ate and , if kn own , woul d have resul ted in th e re cog nit ion of t hose as set s and l iabili tie s as of that date ; othe r wis e the a djus tme nt s are re cord ed in th e p eri od in whi ch th ey oc cur . A contingent liabilit y recognised in a business combination is initially measure d at it s fa ir value . Subs equ ent to ini tial re co gnit ion , it is measure d at th e highe r of : (i) the a mount t hat wou ld be re co gnise d in ac cor danc e wit h IA S 37 , ‘Provisions, C ontingent Liabilit ies and Continge nt Asset s’ , and (ii) the a mount i nit ially re co gnise d les s, w here a ppro pri ate, cum ulati ve amor tisat ion re co gnise d in ac cord ance w it h IF RS 15 ‘Reven ue fro m Co ntra ct s wi th Cus to mer s’ .

Common control transactions

T r ansac t ions ar ising f rom t he tr ansf er of asse ts / liabil iti es as an interes t in e nti tie s or busin esse s bet ween ent it ies th at are und er comm on co ntro l, ar e acc ounte d for at t heir his tor ic al ca rr ying va lues . The di eren ce bet wee n the consi der atio n paid/rece ived and the historic c arr ying values of the asset s/liabilit ies and interest s in entities acquired / disposed is recorde d within retaine d earnings.

Financial statements 16 8 Ai r t el A fr ic a p lc A nn ual R ep or t and A cc ou nt s 2022
Notes to consolidated nancial s tate ment s cont inue d
(All am ount s are in U S$ mil lions u nles s st ated ot her wise )

2. Summ ar y o f s ignicant accou nting policies continued

2.5 Foreign cur rency transactions

a. Functional and pre sentation currency

The items inc lude d withi n the nancial st ateme nt s of eac h of t he Gro up’s entit ies ar e measure d using t he cur ren cy of t he pr imar y ec onom ic env ironm ent in w hich ea ch ent it y op erate s (i.e . ‘ fu nct ion al currency ’). The nan cial st ateme nt s are pr esente d in US dollar , which is a lso the fun ct ional a nd pre sent ati on cur ren cy of t he co mpany.

b. T ransactio ns and balances

For the pur pose of present ing the conso lidate d nancial st atem ent s, tra nsac tio ns in fore ign cur ren cies a re init ially r eco rde d in th e relev ant fun ct ional c urr enc y at th e rates p revaili ng at th e date of th e transaction. Monet ar y assets and liabilities den ominated in foreign currencies are tra nslated i nto the f unc ti onal c urre nc y at c losin g exchang e rate prevai ling as at t he rep or ting date w ith the re sult ing for eign excha nge dierences, on subsequent r e -s tatement/se ttlement , r e cognised in the cons olidate d s tate ment of c omp rehens ive inc ome w ithin nanc e cost s /na nce inco me. Non - mon eta r y asset s and liabil iti es den ominate d in fore ign cur ren cies a re tra nslated i nto the f unc ti onal cur renc y using t he excha nge r ate preval ent , at t he date of in itia l rec ogni tio n (in cas e the y are measu red at his tor ic al cos t) or at t he date whe n the f air val ue is dete rmin ed (in c ase t hey are m easure d at fair value ) – w it h the resultin g foreign exchange die rence, on subse que nt re-s t ateme nt /sett lem ent , reco gnise d in t he pro t and l oss , except to t he ex tent t hat it re lates to i tems rec ogn ised i n the ot her comp rehe nsive in com e or dire c tly i n equi t y . The e qui t y items d enom inated i n foreig n cur renc ies are t ranslat ed at histo ri cal exc hange r ate.

c.

Foreign operations

The assets and liabilities of foreign operations (including goodwill and fair value adjustments arising on the acquisition of foreign entities) are translated into US dollars at the exchange rates prevailing at the reporting date. Items recognised in profit and loss are translated into US dollars at monthly average exchange rates with equity translated at the historical rate. The resulting exchange differences are recognised in other comprehensive income and held within the foreign currency translation reserve (FCTR), a component of equity. On disposal of a foreign operation (that is, disposal involving loss of control), the component of other comprehensive income relating to that particular foreign operation is reclassified to profit or loss. Exchange differences arising on monetary items that form part of the Group’s net investment in a foreign operation are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

2.6 Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. 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 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 there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. Derivatives designated in hedging relationship and separated embedded derivatives are classified based on the hedged item and the host contract, respectively.

2.7 Property, plant and equipment (PPE) and capital work-in progress

An item 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 for 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 derecognised 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 consolidated statement of comprehensive income in the period in which such costs are incurred. However, in situations where the said expenditure can be measured reliably, and 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, as 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 derecognised from the statement of financial position and the resulting gains/(losses) are included in the consolidated statement of comprehensive income within other expenses/other income.

PPE in the course of construction less any accumulated impairment is carried at cost and presented separately as capital work-in progress (CWIP) (including capital advances) in the statement of financial position until ready for use at which point it is transferred to PPE and subsequently depreciated. Such cost comprises the purchase price (including non-refundable duties and taxes but excluding any trade discounts and rebates), and any other directly attributable costs.

2.8 Intangible assets

Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be measured reliably. Goodwill represents the cost of the acquired businesses in excess of the fair value of identifiable net assets acquired (refer to Note 2.4). Goodwill is not amortised; however, it is tested for impairment (refer to Note 2.9) and carried at cost less accumulated impairment losses if any. The gains/(losses) on the disposal of a cash-generating unit (CGU) includes the carrying amount of goodwill relating to the CGU sold (in case goodwill has been allocated to a group of CGUs; it is determined based on the relative value of the operations sold). 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 expenditure, is recognised in profit or 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 2 to 25 years. In addition, the Group incurs a fee on licences/spectrum that is calculated based on the revenue of the licensee entity. These fees are recognised as a cost in the consolidated statement of comprehensive income when incurred.

• Other acquired intangible assets
  Other acquired intangible assets include customer relationships which are amortised over the estimated life of such relationships generally ranging from one year to five years. The useful lives and the amortisation method is reviewed and adjusted appropriately, at least at each financial year end so as to ensure that the method and period of amortisation is consistent with the expected pattern of economic benefits from these assets. The effect of any change in the estimated useful lives and/or amortisation method is accounted for prospectively, and accordingly, the amortisation is calculated over the remaining revised useful life.Further, the cost of intangible assets under development includes the spectrum allocated to the Group and related costs for which services are yet to be rolled out are represented separately in the statement of financial position.

• 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 demonstrated:

• 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 or 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.

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 the goodwill, exceeds the estimated recoverable amount of the CGU/CGUs. The recoverable amount of a CGU/CGUs is the higher of its fair value less costs to sell and its value in use. Value-in-use is the present value of future cash flows expected to be derived from the CGU/CGUs. The total impairment loss of a CGU/CGUs is allocated first to reduce the carrying value of goodwill allocated to that CGU/CGUs and then to the other assets of that CGU/CGUs – on a pro-rata basis of the carrying value of each asset.

Financial statements 170
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

2. Summary of significant accounting policies continued

b. Property, plant and equipment, Right-of-use assets, Intangible assets and intangible assets under development

At each reporting period date, the Group reviews the carrying amounts of its PPE, right-of-use assets, CWIP and finite-lived intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. Intangible assets under development are tested for impairment, at least annually or earlier, in case circumstances indicate that it may be impaired. For the purpose of impairment testing, the recoverable amount (that is, higher of the fair value less costs to sell and the value-in-use) is determined on an individual asset basis, unless the asset does not generate cash flows that are largely independent of those from other assets, in which case the recoverable amount is determined at the CGU level to which the asset belongs. If individual assets or a CGU are considered to be impaired, the impairment recognised in the consolidated statement of comprehensive income is measured by the amount by which the carrying value of the asset/CGU exceeds the estimated recoverable amount and is allocated on a pro-rata basis.

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 statement of profit or 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 Group does not have any financial instruments classified as fair value through other comprehensive income. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. 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 liabilities (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 represented 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

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Other transaction costs are expensed as incurred in the consolidated statement of comprehensive income.

The transaction price is generally the best evidence of the financial instrument’s initial fair value. However, it is possible for an entity to determine that the instrument’s fair value is not the transaction price. The difference between the transaction amount and the fair value (if any) is accounted for as follows:

• The difference is recognised as a gain or loss in the statement of comprehensive income only if fair value is evidenced by a quoted price in an active market for an identical asset or liability (that is, a Level 1 input) or based on a valuation technique that uses only data from observable markets.# 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 over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability.

• Financial assets at fair value through profit or loss (FV TPL)
  All equity instruments and financial assets that do not meet the criteria for amortised cost or fair value through other comprehensive income (FV TOCI) are measured at FV TPL. Interest (based on the EIR method) and dividend income from financial assets at FV TPL is recognised in profit and loss within finance income/finance costs separately from the other gains/losses arising from changes in the fair value.

Impairment

The company assesses on a forward-looking basis the expected credit losses associated with its assets carried at amortised cost and debt instrument carried at FV TOCI. 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. 17 | Airtel Africa plc Annual Report and Accounts 2022

However, in case of trade receivables and contract assets, the Group applies the simplified approach which requires expected lifetime losses to be recognised from initial recognition of the receivables.

III. Subsequent measurement – financial liabilities

Financial liabilities are subsequently measured at amortised cost using the EIR method (if the impact of discounting / any transaction costs is significant).

c. Measurement – derivative financial instruments

Derivative financial instruments, including separately 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 or loss within finance income / finance costs. In cases, where the initial fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on observable inputs, on subsequent measurement, the difference between initial fair value and transaction price is recognised in profit or loss on an appropriate basis (e.g. straight line) over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

d. Hedging activities

I. Fair value hedge

Some of the Group’s entities may use derivative financial instruments (e.g. interest rate swaps) to manage/mitigate their exposure to the risk of change in fair value of the borrowings. The Group may designate certain interest rate swaps to hedge the risk of changes in fair value of recognised borrowings attributable to the hedged interest rate risk. The effective and ineffective portion of changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit and loss within finance income/finance costs, together with any changes in the fair value of the hedged liability that is attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is amortised to profit or loss over the period to remaining maturity of the hedged item.

II. Cash flow hedge

Some of the Group’s entities may use derivative financial instruments (e.g. foreign currency forwards, options, swaps) to manage their exposure to foreign exchange and price risk. Further, the Group may designate certain derivative financial instruments (or its components) as hedging instruments for hedging the exchange rate risk attributable to either a recognised item or a highly probable forecast transaction (cash flow hedge). The effective portion of changes in the fair value of derivative financial instruments (or its components) that are designated and qualify as cash flow hedges, are recognised in other comprehensive income and held within the cash flow hedge reserve (CFHR) – within other components of equity. Any gains/(losses) relating to the ineffective portion, are recognised immediately in profit or loss within finance income / finance costs. The amounts accumulated in equity are reclassified to the profit and loss in the periods when the hedged item affects profit/(loss). When a hedging instrument expires or is sold, or when a cash flow hedge no longer meets the criteria for hedge accounting, any cumulative gains/(losses) existing in equity at that time remains in equity and is recognised (on the basis as discussed in the above paragraph) when the forecast transaction is ultimately recognised in the profit and loss. However, at any point of time, when a forecast transaction is no longer expected to occur, the cumulative gains/(losses) that were reported in equity is immediately transferred to the profit and loss within finance income / finance costs.

III. Net investment hedge

The Group on a time to time basis hedges its net investment in certain foreign subsidiaries. Accordingly, any foreign exchange differences on the hedging instrument (e.g. borrowings) relating to the effective portion of the hedge is recognised in other comprehensive income within the foreign currency translation reserve (FCTR) – within other components of equity, so as to offset the change in the value of the net investment being hedged. The ineffective portion of the gain or loss on these hedges is immediately recognised in profit or loss. The amounts accumulated in equity are included in the profit and loss when the foreign operation is disposed or partially disposed.

e. Derecognition

Financial liabilities are derecognised from the statement of financial position when the underlying obligations are extinguished, discharged, lapsed, cancelled, expired or legally released. Financial assets are derecognised from the statement of financial position when the rights to receive cash flows from the financial assets have expired, or have been transferred and the Group has transferred substantially all risks and rewards of ownership. The difference in the carrying amount and consideration is recognised in the consolidated statement of comprehensive income.

2.11 Leases

At inception of a contract, the Group assesses a contract as, or containing, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether the contract involves the use of an identified asset, the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and the Group has the right to direct the use of the asset.

a. Group as a lessee

The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee in the statement of financial position. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease liabilities include the net present value of fixed payments (including in-substance fixed payments), variable lease payments that are based on consumer price index (CPI), the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.# Subsequntly, the lease liability is measured at amortised cost using the effective interest rate method. It is remeasured when there is a change in future lease payments including changes in CPI or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or when the lease contract is modified and the lease modification is not accounted for as a separate lease. The corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the related right-of-use asset has been reduced to zero. Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs.

Financial statements 17 2 Air tel Africa plc Annual Report and Accounts 2022 Notes to consolidated financial statements continued (All amounts are in US$ millions unless stated otherwise)

2. Summary of significant accounting policies continued

Subsequently to initial recognition, right-of-use assets are stated at cost less accumulated depreciation and any impairment losses and adjusted for certain remeasurements of the lease liability. Depreciation is computed using the straight-line method from the commencement date to the end of the useful life of the underlying asset or the end of the lease term, whichever is shorter. The estimated useful lives of right-of-use assets are determined on the same basis as those of the underlying property and equipment. In the statement of financial position, the right-of-use assets and lease liabilities are presented separately. When a contract includes lease and non-lease components, the Group allocates the consideration in the contract on the basis of the relative stand-alone prices of each lease component and the aggregate stand-alone price of the non-lease components.

Short-term leases

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Sale and leaseback

In sale and leaseback transactions, the Group first considers whether the initial transfer of the underlying asset to the buyer-lessor is a sale by applying the requirements of IFRS 15. If the transfer qualifies as a sale and the transaction is on market terms, the Group derecognises the asset, recognises a right-of-use asset (and lease liabilities) and recognises a portion of the total gain or loss on the sale in the statement of comprehensive income. The right-of-use asset is recognised at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the seller-lessee. The amount recognised is calculated by splitting the total gain or loss into:
* an amount recognised in the consolidated statement of comprehensive income relating to the buyer-lessor’s rights in the underlying asset, and
* an unrecognised amount relating to the rights retained by the seller-lessee which is deferred by way of reducing the right-of-use assets initially recognised.

b. Group as a lessor

Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. Amounts due from lessees under a finance lease are recognised as receivables at an amount equal to the net investment in the leased assets. Finance lease income is allocated to the periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the finance lease. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. When a contract includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component. The Group enters into ‘indefeasible right to use’ (IRU) arrangements wherein the right to use the assets is given over the substantial part of the asset life. However, as the title to the assets and the significant risks associated with the operation and maintenance of these assets remains with the Group, such arrangements are recognised as operating leases. The contracted price is recognised as revenue during the tenure of the agreement. Unearned IRU revenue received in advance is presented as deferred revenue within liabilities in the statement of financial position.

2.1 2 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 or 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 and associates 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.

17 3 Airtel Africa plc Annual Report and Accounts 2022 Financial statements## 2. Summ ary o f s ignicant accou nting policies

Defe rre d ta x is deter mine d usin g tax r ates ( and laws) that have be en enac te d or subs t anti vely e nac ted by t he rep or t ing date a nd are exp ec ted to a ppl y whe n the re lated d efer red in com e ta x asset is realise d or t he defe rre d inc ome t ax lia bili ty is s et tle d. Defe rre d tax asset s and liabil iti es are os et where there is a le gall y enfor ceabl e right to o s et current ta x assets and liabili tie s and w here the d efer red t ax ba lanc es relate to t he sam e ta x at ion au tho ri ty.

2.1 3 Inventori es

Gro up’s inventor ies in clud e hands et s, m ode ms and rela ted accessor ies. Invento rie s are s tate d at th e lowe r of cos t ( de term ine d using t he rs t-in - rs t- out meth od) and net r ealisab le value. Th e cost s compr ise it s purc hase p ric e and any d irec tl y at tr ibu tab le cos t of br ing ing it to i t s pres ent lo cat ion an d con dit ion . Net r ealisab le val ue is th e est imate d sell ing pr ic e in the o rdinar y cour se of b usines s, l ess th e es timate d cos t s of com plet ion a nd th e es timate d var iable c os t s nec ess ar y to make the s ale.

2.1 4 Cash and c ash equivale nt s

Cash and cash equivalent s include cash in hand, wallet balances , bank balan ces , ch equ es in hand a nd any de posi t s wit h or iginal mat uri ties of thre e mon ths or l ess i .e. tha t are readi ly co nver t ibl e to know n amou nt s of cash and c ash equi valen ts and subje ct to an insig ni can t risk of a chang e in valu e. Ho wever, for the pur pos e of th e st atem ent of cas h ow s, in addit ion to t he above items , any b ank overdraf ts that are an integ ral pa r t of th e Gro up’s cash manag eme nt and ba lanc es hel d unde r mob ile mo ney t rus t are als o incl ude d as a com pon ent of c ash and cash equivalent s. T e rm d eposi t s wit h an or igin al matur it y of mor e than t hree m ont hs are presented within othe r bank balances.

2.1 5 Non- c urr ent assets ( or disposa l groups ) held for sal e

Non - c urre nt asset s ( o r disposal groups) are classi e d as ass et s- hel d - for-sale wh en th eir c arr ying am ount is to b e rec overed p ri ncip ally through a sale transaction and a sale is cons idered hi ghly proba ble. The s ale is c onsid ered h ighl y proba ble o nly w hen t he asse t or disp osal group is ava ilabl e for imm ediat e sale i n it s pres ent co ndi tio n, i t is unlikel y that t he sa le wil l be wi th drawn a nd th e sale is ex pe cte d to comp lete wit hin one year fro m the date of classi c atio n as he ld for sale . Disposal groups classi ed as h eld for sale are state d at t he lower of car r y ing amo unt and f air valu e les s cos t s to sell , exce pt for ass et s such as d efer red t ax ass et s (measured in ac co rdanc e wit h IA S 12 ) an d nanc ial asset s which are measured at fair value in accord ance wit h IF RS 9. No n- curre nt asse ts a re not de prec iated o r amor tise d whil e the y are classi e d as held for s ale . As set s and liabilit ies classi e d as he ld for sale are p resen ted separ ately in the state ment of nancial posi tion . A loss is re co gnise d for any i nit ial or subs equ ent wr ite - down of t he asset (or disposa l group) to fair value le ss cos t s to se ll. A ga in is rec ognis ed fo r any subse que nt inc reases in f air valu e les s cos t s to sell of an asse t ( or dis posa l group) , b ut n ot in exces s of any cumu lati ve loss previously reco gnised. If th e cr iter ia for h eld fo r sale a re no lon g er m et , it c eases to b e classi e d as he ld for sale and i s measured at the lowe r of (i) its car r y ing amou nt before the asset was c lassi e d as he ld for sale, adjus ted for any dep rec iatio n/amor t isati on tha t would h ave bee n rec ognis ed ha d that asset not been classi e d as he ld for sale, and (ii) i t s recovera ble amou nt at t he date w hen the dispos al group ceases to be classi e d as held for sale.

2. 1 6 Share capi tal /Share premium

Ordi nar y shares are classi ed as e qui ty whe n the Group has an unc ondi tio nal right to avoid deli ver y of cash or anothe r nancial asset , that is , wh en th e divi den d and rep ayme nt of cap it al are at t he sol e and abso lute dis cret ion of t he G roup an d the re is no co ntra ctu al obl igati on what so ever to that eec t . Share premium acco unt is us ed to rec ord the p remium o n issue of s hares .

2.1 7 Emp loyee bene t s

The Gro up’s e mpl oyee bene t s mainly inclu de wages , salar ies , bonus es , dene d contr ibu tion plans , dene d bene t plans , other lon g- ter m bene t s , inclu ding comp ens ated absen ces and share - base d payment s . The employe e bene t s are re co gnise d in t he year in whic h the as so ciated s er v ice s are rend ere d by the G rou p empl oyee s. Shor t-term emplo yee bene t s are rec ognis ed in state ment of comp rehe nsive in com e at undis cou nted am ount s dur ing t he p eri od in whic h the r elate d ser v ice s are ren dere d. D eta ils of lon g- ter m empl oyee ben et s are provide d below :

• De ned c ontribution plans
  The con tri but ions to dene d contr ibut ion plans are recog nise d in prot or loss as and w hen the ser v ice s are re nde red by empl oyee s. The G ro up has no f ur t her ob ligat ions u nder t hes e plans b eyond i t s periodic contribution s .

• D e ne d ben e t pla ns
  The Gro up has d en ed bene t plans in for m of ‘ Ret ireme nt Bene t s’ and ‘Se veran ce Pay’ where in, the cos t of p rovidi ng bene t s is deter min ed usin g the Pr ojecte d Uni t Cred it Me tho d, w it h act uaria l valuat ions b eing c arr ie d out a t the e nd of eac h quar te rl y repo r t ing per io d. The oblig atio n towards these bene t s is re co gnise d in t he balan ce sheet unde r provisions , at the pres ent value of t he den ed ben et obli gati ons . The present value of these obligat ions is deter min ed by d isco unti ng the esti mated futu re cash out ows , using an ap pro pria te disco unt rate . Dene d bene t cost s are spli t into t he follow ing cate gor ies :

  • ser vice cost s, which includes curren t servic e cost, past ser vice cost and gains a nd los ses on c ur t ailm ent s and s et tle ment s ;
  • inte res t exp ense; an d
  • rem easurement s .

The Gro up reco gnises ser vice cos t s within prot or loss as employe e ben et exp enses . Past ser v ice cos t is re cog nise d in pr ot or loss whe n the p lan ame ndme nt or cu r ta ilmen t occ urs . G ains or lo sses on set tle ment of a de ne d bene t plan are reco gnise d when the set tl eme nt occ urs . In teres t cos t is c alcu lated by a ppl ying a d isco unt rate to t he den ed bene t liabili t y and is rec ognis ed wit hin nance cos t s. R emeasur ement s c omp risin g act uaria l gains and l osse s are rec ognis ed imm edia tely as a c harge o r cred it to ot her co mpre hensi ve inc ome in t he pe rio d in whic h t hey o ccur. Remeasurem ent s re cog nised in other comp rehens ive incom e are su bseq uent ly not reclassi e d to prot or loss .

• O t her lo ng - t er m empl oye e ben et s
  The e mpl oyees of t he G roup a re enti tl ed to co mpe nsate d absen ces as well as other long -te rm bene t s . Compe nsate d absence s benet comp ris es enc ashm ent and t he avai ling of l eave balan ces t hat were earn ed by t he emp loye es over t he pe rio d of pas t emp loym ent . The G ro up prov ide fo r the lia bili ty ( pre sente d und er prov isions) towards thes e benet s on t he basis of ac tuar ial valuati ons carr ie d out quar te rl y as at repor ting date, by an in dep ende nt quali ed actu ar y using t he proj ec ted - uni t-cre dit meth od . Th e relate d remeasu reme nts are reco gnise d in t he sta tement of prot and loss in t he per iod in which they arise.

• Share -base d paym ents
  Refer to N ote be low.

2.1 8 Share - based payment s

The G ro up ope rates e qui ty -se tt le d and c ash -set t le d comp ensa tio n plans un der w hich t he G roup re ce ives se r vi ces f rom em ploye es as consi dera tio n for cas h- set t led u nit s/equit y sha res. The G ro up measure s the f air valu e of t he s er v ice s rec eive d from empl oyee s by referen ce to t he fair v alue of t he e quit y ins tr ume nt s granted. The grant-date fair value of equity -set tled share -base d paym ent ar rang emen ts is g ene rall y rec ognis ed as an ex pens e on a st raig ht-line b asis, w it h a cor resp ondi ng inc rease in e qui ty (reser ves ), over th e ves tin g per iod of t he awa rds. At each re por ting da te, th e Gro up es tima tes the n umbe r of equ it y ins tr ument s expe ct ed to e ventual ly vest as a resul t of t he eec t of non - market-b ase d ves ting c ond iti ons . The i mpac t of th e revisi on of the o rig inal es ti mates of th e numb er of eq uit y ins tr ume nt s expe c ted to vest , if any , is re cog nised in prot or loss such that the cumulati ve expe nse ree ct s the revise d estim ate, with a corres pon ding adjus tm ent to res er ve s. The f air val ue of th e amou nt payab le to emp loye es in resp ec t of share - base d paym ent s wh ich are s et tl ed in c ash, is r eco gnise d as an exp ense o n a st raig ht-line b asis wit h a co rresp on ding in crease in liabi lit ies , over t he pe rio d dur ing whic h t he emp loye es be com e unc ondi tio nally e nti tle d to pay ment . T he liab ili ty is re measure d at eac h repo r t ing date an d at set tl eme nt date base d on t he fai r value of su ch ins tr ument s . Any changes in the liabilit y are recogn ised in prot or loss.

Financial statements 174
Ai r te l Af r ic a pl c
An nu al Re po r t a nd A cc oun t s 2022
Notes to consolidated nancial s tate ment s cont inue d
(All am ount s are in U S$ mil lions u nles s st ated ot her wise )As a t each re por ting dat e, th e Gro up es timate s the n umbe r of awards that are ex pe cte d to even tually ve st , i f req uired . It re co gnise s the impa ct of any re visio n to ori ginal es t imates in t he pe ri od of cha nge. Acc ordin gly, no expens e is rec ognis ed fo r awards t hat do not ult imatel y ves t , except fo r whic h ves tin g is con dit ional u pon a mar ket per forma nce /non- ves ting cond iti on . The se are t reated as ve st ing irre spe ct ive of w heth er or n ot the ma rket / n on -ves t ing co ndi tio n is satis  ed , provide d that ser vi ce condi tio ns and all other non - market per forma nce are satis e d. Whe re the terms of an award are mod i ed , in ad dit ion to the expense per taini ng to th e ori ginal awa rd, an i ncre ment al exp ense is r eco gnise d for any mod i cat ion that result s in addi tio nal fair value, or is ot her w ise ben ec ial to t he employe e as m easured at the date of mod ic at ion . For f ur t her d etai ls of equ it y- set tl ed an d cash -s et tle d co mpe nsati on plans ref er to Note 7 .

• T reasur y shares

The com pany is t he spons ori ng entit y of an Employe e Bene t T r ust (EBT ) whi ch is co ntro lle d by the G rou p. Th e com pany pro vide s fun ds to the EBT to enab le it to s atis f y i t s obje ct ive s . T he co mpany ’s equi t y ins tr ument s h eld by t he EBT a re acc ounte d for as i f the y were th e comp any ’s own equ it y and are t reate d as treasu r y share s. Su ch treasur y shares are re co rde d at cos t and d edu cte d fr om eq uit y. Referto Note 27 c for details of treasur y shares held by the EBT .

2.19 Provisions

a. General

Provisi ons are re co gnise d whe n the G rou p has a pres ent ob ligat ion (le gal or c ons tr uc tive) as a result of a pas t even t, i t is pro babl e that an out ow of re sourc es will be require d to set t le the obliga tion , and the amou nt of the o blig atio n can b e reliab ly es t imated . Provisi ons are meas ured at t he pr esent v alue of t he exp end iture s expe c ted to b e requ ired to s et tle t he rel evant o bliga tion , usin g a pre -t ax rate that reec t s curren t market assessme nt s of th e time value of money (if the impact of discount ing is signic ant) and the risk s spec i c to th e obligat ion . The increase in the provision due to un -wi ndin g of the d iscou nt sal e due to t he pass age of t ime is rec ognis ed wit hin nance cos t s.

b. Provision for l egal , tax and r egulato r y matte rs

The G ro up is invol ved in va rio us lega l, t ax an d regul ator y mat te rs , the outc ome of w hic h may not be f avoura ble to t he G roup. M anage ment , in cons ult atio n wi th le gal , tax a nd oth er ad vise rs , asses ses t he likelih oo d that a p endi ng clai m will su cc ee d. T he G roup re co gnises a provis ion in cases where it is pro babl e that an o ut ow of resourc es emb ody ing eco nomi c bene ts will be requi red to s et tl e the obligati ons arisi ng fro m such c laims .

c. A sset Ret irem ent Ob ligat ion (ARO)

ARO s are rec ogn ised fo r tho se leas e arr ange ment s wh ere t he Gr oup has an obl igati on at t he end of t he le ase pe rio d to res tore t he leas ed premis es to a co ndit ion si milar to t hat at inc ept ion of t he leas e. ARO s are prov ide d at th e prese nt valu e of exp ec ted c ost s to s et tle the o bliga tio n and are re co gnise d as par t of the co st of t hat par ticu lar asset . T he es t imated f utu re cos t s of de com missio ning are re view ed annual ly and a ny chang e in th e es timate d fu ture co st s o r in the disco unt rate a ppli ed are a djus ted a gains t th e cos t of th e asset .

2.20 C ontingencies

A discl osure fo r a cont ing ent liab ilit y is mad e whe n the re is a pos sible obli gatio n or a pr esent o blig atio n that may, but prob abl y will n ot , requ ire an o ut o w of res ourc es. Whe n there is a possi ble oblig atio n or a p rese nt obligat ion in respec t of w hich the likelih oo d of ou t ow of resource s is remot e, no pr ovisi on or di sclosure is made. Contingent assets are not recognise d unless vir tually cer tain and disclose d only whe re an in ow of ec onom ic benet s is pr obab le.

2.21 Revenue

Revenu e is rec ognis ed up on t he tr ans fer of co ntro l of promis ed pro duc t s or ser vic es to the c usto mer at t he c onside rat ion wh ich the G roup has rec eive d or exp ec t s to rec eive in exc hang e for thos e pro duc t s or se r vi ces , net of a ny taxes / dut ies an d disco unt s. Whe n deter minin g the c onsid erat ion to w hich t he G roup is e nti tle d for pro vidin g prom ised p rodu ct s o r ser vices v ia inter me diar ies , th e Gro up asse sses w het her t he inte rme diar y is a prin cipal o r age nt in th e onward s ale to t he en d cus tomer. T o th e exte nt that t he inte rm ediar y is consi dere d a pr inci pal , the c onsid erat ion to w hich t he G roup is enti tl ed is de termi ned to b e that r ece ivab le fro m th e inter med iar y. T o t he exte nt t hat th e inter me diar y is c onsid ere d to be an ag ent , the c onsid erat ion to w hich t he G roup is e nti tle d is dete rmin ed to b e th e amou nt rec eiva ble f rom t he ult imate cus to mer . Any upf ront disco unt pro vide d to th e inter me diar y is re co gnise d as a cos t of sa le.

17 5 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Financial statements

The G ro up has enter ed into c er t ain mu lti ple - e leme nt reven ue arr ange ment s , whi ch invo lve th e deli ver y o r per forma nce of m ult iple pro duc t s, s er v ices o r rig ht-of- use ass et s. At t he inc ept ion of t he arr ange ment , al l the d elive rab les wi thi n the c ont rac t are eval uated to determine whether t hey repr esent di s tinct per formance Obligations, and if s o, th ey are ac co unted fo r sep aratel y . T ot al c onside rat ion rel ated to t he mul tip le ele ment a rra ngem ent s is allo cate d to eac h per formanc e o bligat ion b ased o n it s rel ative st and-al one selling pric es. The s tand -alone sellin g prices are deter min ed bas ed on t he lis t pr ic es at whi ch th e Gro up sel ls equipment and net work ser vices separat el y . Revenu e is rec ognis ed w hen , or as , eac h d ist inc t pe r for manc e obli gatio n is sa tis e d.

The main categ ori es of re venue and the basis of rec ogni tio n are as fol lows :

• Se r vice revenue

Ser vice re venue is d eri ved f rom t he prov ision of te le comm unic atio ns ser vice s and mo bile m oney s er v ice s to cus tomer s . The ma jor it y of th e Gro up’s custo mer s subsc ribe to ser vice s on a pre - pa id basis . T e le commu nic atio ns ser vice re venue ma inly p er t ains to us age, subscription charges for voice, data, messagin g and v alue added ser vice s and cus tom er onb oard ing cha rges . T e le commu nic atio ns ser vice s are co nsidere d to rep rese nt a singl e per forma nce o bliga tion as a ll are pr ovide d over t he G roup’s net wor k and tr ansmi tt ed as dat a repre sent ing a di git al signa l on th e net wor k . The t rans missio n consum es net wo rk ba ndw idt h and t herefo re, irre spe ct ive of t he nature of t he c ommuni cat ion , th e cus tome r ult imatel y rec eives a cce ss to th e net wor k and t he ri ght to co nsume networ k bandwidt h. Cus tomer s pr imar ily pay i n adva nce fo r ser vice s of the G rou p. The se c ash amou nt s are rec ogn ised in d efer red i nco me in th e cons olida ted st ateme nt of na ncial posi tio n and t rans fer re d to th e statement of comprehensiv e income when the ser v ice obliga tion has be en pe r for me d/w hen t he usa ge of se r vi ces b eco mes re mote. The G ro up rec ognis es reven ue fro m th ese se r vi ces ove r time as t hey are prov ide d. Re venue is re co gnise d over t ime bas ed on a ct ual uni ts of tele co mmunic ati ons se r vi ces pr ovid ed dur ing t he rep or ting p eri od as a prop or tion of t he tot al unit s of te le commu nic atio ns ser vice s to be provided. Subscription charges are reco gnised over the sub scription pack validity p eriod . Revenu e recog nised in excess of a mount s invoic ed are classied as unbil led r evenue . If am ount s invoi ce d/colle cte d fro m a cus tome r are in exces s of revenu e rec ognis ed , a defe rre d revenu e/ adva nce in com e is recogni sed. Ser vice re venue a lso inc lud es revenu e fro m interc onn ec tio n/roamin g charg es for us e of the G roup’s net wo rk by ot her o per ators fo r voic e, data, messaging and signaling ser vi ces. Revenu e fro m lon g dist anc e op erat ions c ompr ise voi ce se r vi ces an d bandwidt h ser vices (inclu ding installation), which are recognised on the p rovisio n of ser vic es, p rovi ded ove r the p er iod of t he res pe ct ive arrangements . The G ro up has interc onn ec t agre eme nt s wit h lo cal an d forei gn ope rator s. T his al lows c usto mer s fro m eit her ne tw ork to o rig inate or ter minate c alls to eac h oth er ’s netw ork . Re venue is ea rne d and rec ognis ed as p er bilate ral ag ree ment s wh en oth er op erato rs’ c alls are term inated to t he G roup’s net wor k i. e. wh en th e ser v ic e is rende red . As p ar t of t he mo bile m oney s er v ice s, t he G roup ear ns co mmissi on fro m merc hant s for fa cili tat ing re charg es , bill p aymen ts a nd oth er merc hant pay ment s . It als o earns c ommis sions o n th e t rans fer of mone y fro m one cus tomer wal let to an othe r . Su ch co mmissi on is rec ognis ed as r evenue at a p oint in time on f ul llm ent of t hes e ser vic es by the G rou p.

• Equipment sales

Equip ment s ales ma inly p er t ain to s ale of tel ec ommun icat ions equi pme nt and rel ated ac ces sor ies fo r whic h revenu e is rec ognis ed whe n the c ont rol of eq uipm ent is tr ans fer red to t he cus tome r i.e . trans fe rre d at a poi nt in tim e.2.21 Costs to obtain or fulfill a contract with a customer
The Group defers costs to obtain or fulfill contracts with customers over the expected average customer life determined based on churn rate.

2.22 Borrowing costs
Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds. Borrowing costs 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 capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur.

2.23 Operating profit
Operating profit is stated as revenue less operating expenditure, including depreciation and amortisation and operating exceptional items. Operating profit excludes finance income, finance costs, other non-operating income and share of profit of the associate.

2.24 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:
* ‘Underlying profit before tax’ representing profit before tax for the period excluding the impact of exceptional items.
* ‘Underlying profit after tax’ representing profit after tax for the period excluding the impact of exceptional items and tax on exceptional items.
Exceptional items refer to items of income or expense within the consolidated statement of comprehensive income, which are of such size, nature or incidence that their exclusion is considered necessary to explain the performance of the Group and improve the comparability between periods. Reversals of previous exceptional items are also considered as exceptional items. When applicable, these items include net network modernisation, share issue expenses, loan prepayment costs, the settlement of legal and regulatory cases, restructuring costs, impairments, gain on sale of tower assets and initial recognition of deferred tax assets. A breakdown of the exceptional items included in the consolidated statement of comprehensive income is disclosed in Note 11. For other APMs, refer pages 229 to 231.

2.25 Dividends
Dividends to shareholders of the company are recognised as a liability and deducted from equity, in the year in which the dividends are approved by the shareholders. Interim dividends are deducted from the retained earnings when they are paid.

Financial statements 17
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

1. Summary of significant accounting policies continued

2.26 Earnings per share (EPS)
The Group presents the Basic and Diluted EPS data. Basic EPS are computed by dividing the profit for the period attributable to the owners of the parent by the weighted average number of shares net of any treasury shares outstanding during the period. Diluted EPS is computed 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 been actually issued at fair value. Further, the dilutive potential shares are deemed converted as at the beginning of the period, unless issued at a later date during the period.

1. Critical accounting estimates, assumptions and judgements
   The estimates and judgements used in the preparation of these financial statements are continuously evaluated by the Group, and are based on historical experience and various other assumptions and factors (including expectations of future events) that the Group believes to be reasonable under the existing circumstances. These estimates and judgements are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date. Although the Group regularly assesses these estimates, actual results could differ materially from these estimates – even if the assumptions underlying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognised in the financial statements in the year in which they become known.

3.1 Key sources of estimation uncertainty
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are discussed below:
* Uncertain tax treatments
Uncertainties exist with respect to the interpretation of complex tax regulations. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions/contingencies, based on reasonable estimates, for potential audits by the tax authorities in the respective countries in which it operates as well as where the probability of tax authorities accepting the Group’s treatment is in doubt. The amount of direct tax provisions carried as part of current tax liabilities amounted to $16m and contingencies amounted to $18m (refer to Note 29). Reflecting the complexities of tax regulations and international business relationships, as described above, the Group receives from time to time, demands from tax authorities. Given the clarity that Group has over the nature of certain claims, the Group assesses these demands and estimates whether a provision should be recorded or a contingent liability should be disclosed or whether the matter is considered to be remote. These estimates are based on various factors, such as experience from previous tax audits and the Group’s interpretation of tax regulations by the taxable entity and the relevant tax authority. For those demands where the Group believes there is a low likelihood of the demand being successful, no provision is recorded nor a contingent liability is disclosed. However, these estimates may be subject to a material change within the next financial year which could lead to the recognition of additional provisions or the disclosure of additional contingent liabilities.
* Deferred tax assets
Deferred tax assets are recognised by the Group, for the unused tax losses and temporary differences for which there is probability of utilisation against future taxable profit. Uncertainties exist in determining the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, future tax planning strategies and recent business performances and developments. For loss-making subsidiaries, the criteria to recognise a deferred tax asset was not met as of 31 March 2022. The Group carries unrecognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses amounting to $1,593m as of 31 March 2022. Should the future taxable profits for these entities increase relative to current forecasts, this could result in the recognition of additional material amount of deferred tax assets within the next 12 months, including $80m which could be reasonably recognised in the next financial year, should the performance of the relevant subsidiaries improve. The amount of such recognition could change depending upon the actual performance of such subsidiaries.
* 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 advisors assesses the likelihood that a pending claim will succeed.## 3.2 Critical judgement in applying the Group’s accounting policies

The critical judgement, which the management has made in the process of applying the Group’s accounting policies and has the most significant impact on the amounts recognised in the financial statements, is described below:

Determination of functional currency

The Group has determined the functional currency of Group entities by identifying the primary economic environment in which the entity operates, based on underlying facts / circumstances. However, in respect of certain intermediary foreign operations of the Group, the determination of functional currency is not obvious due to mixed indicators and the extent of autonomy enjoyed by the foreign operation. In such cases, management uses its judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. Where this judgement changes, additional foreign currency translation gains and losses could be recognised in other comprehensive income.

17 7 Airtel Africa plc Annual Report and Accounts 2022

Financial statements

4. New accounting pronouncements to be adopted on or after 1 April 2022

The following pronouncements issued by the IASB are relevant to the Group and effective for annual periods beginning on or after 1 January 2022. The Group’s financial statements will be presented in accordance with these requirements, which are being evaluated but are not expected to have a material impact on the consolidated results, financial position or cash flows of the Group. These pronouncements have been issued by IASB, but have not yet been adopted by UK EB for use in the UK.

• Amendments to IAS 37 in relation to ‘Onerous contracts – cost of fulfilling contracts’
• Amendments to IAS 1 in relation to ‘classification of liabilities as current and non-current’
• Amendments to IAS 12 in relation to ‘deferred tax related to assets and liabilities arising from a single transaction’

5. Significant transactions/ new developments

a) The directors recommended and shareholders approved a final dividend of 2.5 cents per ordinary share for the year ended 31 March 2021, which was paid on 23 July 2021 to the holders of ordinary shares on the register of members at the close of business on 25 June 2021.

b) The interim dividend of 2 cents per share was approved by the Board on 27 October 2021 and paid on 10 December 2021 to the holders of ordinary shares on the register of members at the close of business on 12 November 2021.

c) On 2 June 2021, the Group signed an agreement to sell 1,445 towers in Tanzania to a joint venture company owned by a wholly-owned subsidiary of SBA Communications Corporation as majority owner and by Paradigm Infrastructure Limited, for a gross consideration of $177m. The first close of such sale was completed on 4 January 2022 and a portion of consideration amounting $160m was received. The Group has leased back a portion of such tower assets and thus a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use assets for the assets leased back. The resultant remaining gain (amounting to $83m) has been recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11 (1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. Consequent to the completion of this sale, as per the settlement agreement with Government of Tanzania (GOT), shareholder loans payable by Airtel Tanzania (a subsidiary of the Group) to Bharti Airtel Tanzania B.V. (BATBV) and Bharti Airtel International (Netherlands) B.V. (BAIN) (other subsidiaries of the Group) amounting to $408m were forgiven after repayment of a part of the shareholder loan amounting $107m by Airtel Tanzania to BATBV. A portion of the impact of this waiver pertaining to the non-controlling holders has been allocated to non-controlling interest in the consolidated financial statements. As per the settlement agreement, Airtel Tanzania also paid a special dividend of $18m to its 49% shareholder, Government of Tanzania. The reduction in net assets of Airtel Tanzania (subsidiary) due to this distribution has been allocated to owners of the Company and non-controlling interests in the consolidated financial statements in proportion of their respective shareholdings.

d) In line with the agreement to sell 162 towers in Rwanda, signed by the Group on 22 February 2021 with IHS Rwanda Ltd, during the year ended 31 March 2022, the Group completed the first and second close of the sale of telecommunication tower assets and received a consideration of $11m. Since the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use asset for the assets leased back with the remaining gain (amounting to $4m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11 (1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group.

e) In line with the agreement to sell, signed by the Group on 23 March 2021 with Helios Towers for gross consideration of $52m, during the year ended 31 March 2022, the Group completed the first and second close of the sale of the Group’s subsidiary which holds tower assets in Madagascar and received consideration of $46m. Since the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use asset for the assets leased back with the remaining gain (amounting to $5m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11 (1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group.

The details of the consideration received, assets and liabilities over which control was lost and gain recorded during the year are as follows:

	As of 2 November 2021
A. Consideration received
Fair value of consideration (first and subsequent closings)	49
B. Net assets disposed
Non-current assets
Property plant and equipment	18
Others	2
Current assets
Cash and cash equivalents	2
Others	1
Total assets	23
Current liabilities
Trade payables	4
Non-current liabilities
Others	2
Total liabilities	6
Net assets	17
C. Gain on disposal	15
D. Net cash inflow on disposal
Consideration received in cash and cash equivalents (at first and second close)	46

*Gain on disposal has been computed after adjusting foreign currency translation losses reclassified to the statement of comprehensive income amounting to $6m and a gain amounting to $21m pertaining to the portion of assets leased back by the Group which has been recognised as a deduction in the right-of-use asset

17 8 Airtel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

5. Significant transactions/ new developments continued

f) In line with the agreement to sell, signed by the Group on 23 March 2021 with Helios Towers for gross consideration of $55m, the Group completed the first close of the sale of the Group’s subsidiary which holds tower assets in Malawi on 24 March 2022 and received a portion of consideration amounting to $34m.Sin ce the Group has leased back a portion of such tower assets, a corresponding portion of the total gain on the sale has been recognised as a deduction in the cost of the right-of-use assets for the assets leased back with the remaining gain (amounting to $19m) recorded as ‘other non-operating income’ and presented as an exceptional item (refer to Note 11(1)). The Group has recognised right-of-use assets and lease liabilities for the portion of towers leased back by the Group. The details of the consideration received, assets and liabilities over which control was lost and gain recorded during the year is as follows:

A. Consideration received
| | As of 24 March 2022 |
|---|---|
| Fair value of consideration received (first and subsequent close) | 51 |

B. Net assets disposed:
| | |
|---|---|
| Non-current assets | |
| Property plant and equipment | 31 |
| Right-of-use assets | 3 |
| Others | 2 |
| Current assets | |
| Cash and cash equivalents | 2 |
| Others | 2 |
| Total assets | 40 |
| Current liabilities | |
| Trade payables | 5 |
| Others | 2 |
| Non-current liabilities | |
| Deferred tax liability | 2 |
| Others | 3 |
| Total liabilities | 12 |
| Net assets | 28 |

C. Gain on disposal | 119 |
D. Net cash inflow on disposal | |
| Consideration received in cash and cash equivalents | 34 |

¹ Gain on disposal has been computed after adjusting Foreign Currency Translation gains reclassified to the statement of comprehensive income amounting to $11m and a gain amounting to $15m pertaining to the portion of assets leased back by the Group which has been recognised as a deduction in the right-of-use asset.

g) In March 2021, the Group had entered into agreements with TPG’s The Rise Fund and Mastercard for the sale of non-controlling interests in one of the Group’s subsidiaries, Airtel Mobile Commerce B.V. (AMC B.V.), by way of secondary sale of AMC B.V.’s shares. On 02 August 2021, the Group completed the first close of the transaction, whereby The Rise Fund and Mastercard invested $150m and $75m, respectively. On 30 July 2021, the Group further entered into an agreement with Qatar Holdings LLC for the sale of further non-controlling interests in AMC B.V. and completed the first close of the transaction on 19 August 2021 receiving $150m from Qatar Holdings LLC. On 16 November 2021, the Group completed the second close of the above transactions whereby The Rise Fund and Qatar Holdings LLC each invested a further $50m, and Mastercard a further $25m. On 15 December 2021, the Group further entered into an agreement with Chimetech Holding Limited for the sale of further non-controlling interests in AMC B.V. and received $50m from Chimetech Holding Limited. While the Group continues to control AMC B.V., for all the above-mentioned investments, the Group has recorded a non-controlling interest, including shares held within escrow. These shares may transfer to the investors at the end of a restructuring period as per the terms of the agreements. The Group has concluded that it does not control the shares placed in escrow and hence has recorded these shares as part of the Group’s non-controlling interests. Under the terms of the transaction, and in very limited circumstances (including in the event that there is no Initial Public Offering of shares in AMC B.V. within four years of first close), The Rise Fund and Mastercard would have the option, so as to provide liquidity to them, to sell its shares in AMC B.V. to Airtel Africa or its affiliates at fair market value (determined by a mutually agreed merchant bank using an agreed internationally accepted valuation methodology). The Group has determined that successfully executing the IPO is not within complete control of the Group and has thus recorded a put option liability at the present value of the expected buy-back amount which is also the maximum amount, by debiting ‘transactions with NCI reserve’. Subsequent re-measurement of this liability has been recognised as a finance cost.

h) On 1 December 2021, Airtel Nigeria completed the buy-back of 8.22% non-controlling interest (out of existing 8.26%) from its non-controlling shareholders at a total cost of NGN 67.6 bn (approximately $163m), including directly attributable transaction costs. The difference between such cost and the carrying value of such non-controlling interest, has been recorded in ‘Transaction with NCI reserve’ as part of owner’s equity.

i) On 7 March 2022, Bharti Airtel International (Netherlands) B.V., a subsidiary of the Group, completed early repayment of its $505m, 5.125% Guaranteed Senior Notes, with original maturity due in March 2023 using cash balances available at the Group level. The settlements included all outstanding accrued interest up to the redemption date and an applicable premium. The difference of $19m between the carrying value of such bonds and the total consideration paid has been recognised as a finance cost in the statement of comprehensive income and presented as an exceptional item.

j) During the year ended 31 March 2022, Airtel Kenya Networks Limited (‘Airtel Kenya’), a subsidiary of the Group, entered into an agreement with the Communications Authority of Kenya regarding its 2015-2025 operating and spectrum licence. Under this agreement, Airtel Kenya agreed to pay a total of $20m in four instalments over the next three years. The first instalment of $5m has been paid and for the balance amount, a deferred payment liability has been recognised in the consolidated financial statements. This cost has been charged to the statement of comprehensive income and presented as an exceptional item.

179 Airtel Africa plc Annual Report and Accounts 2022 Financial statements

6. Revenue

	For the year ended 31 March 2022	31 March 2021
Service revenue	14,703	3,897
Sales of products	11	11
	4,714	3,908

¹ During the year ended 31 March 2021, the Group recognised revenue amounting to $20m pertaining to earlier years on a cumulative catch-up basis, a rising out of a settlement agreement entered with a customer in one of the Group’s subsidiaries in Niger.

Transaction price allocated to the remaining performance obligations
Performance obligations that are unsatisfied (or partially unsatisfied) amounting to $162m at 31 March 2022 and $135m as at 31 March 2021 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:

	During the year ended 31 March 2022	31 March 2021
Revenue recognised that was included in the deferred revenue balance at the beginning of the year	135	124

Significant changes in the unbilled revenue and deferred revenue balances during the year are as follows:

	31 March 2022		31 March 2021
	Unbilled Revenue	Deferred Revenue	Unbilled Revenue
Revenue recognised that was included in the deferred revenue balance at the beginning of the year	–	135	–
Increases due to cash received, excluding amounts recognised as revenue during the year	–	162	–
Transfers from unbilled revenue recognised at the beginning of the year to receivables	43	–	37

Reconciliation of costs to obtain or fulfil contracts with customers

	During the year ended 31 March 2022	31 March 2021
Costs to obtain or fulfil a contract with a customer
Opening balance	44	37
Costs incurred and deferred	88	72
Less: cost amortised	(77)	(65)
Closing balance	55	44

6.1 Segmental information

The Group’s segment information is provided on the basis of geographical clusters to the Group’s chief executive officer i.e. chief operating decision maker (CODM) for the purposes of resource allocation and assessment of performance. The Group’s reporting segments are as follows:

• Nigeria
• East Africa – Comprising operations in Kenya, Malawi, Rwanda, Tanzania, Uganda and Zambia
• Francophone Africa – Comprising operations in Chad, Republic of the Congo, the DRC, Gabon, Madagascar, Niger and the Seychelles

Each segment derives revenue from mobile services, mobile money and other services. Expenses, assets and liabilities primarily related to the corporate headquarters 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 i.e. earnings before interest, tax, depreciation and amortisation before exceptional items. In March 2021, underlying EBITDA was also adjusted for charitable donations. This is the measure reported to the CODM for the purpose of resource allocation and assessment of segment performance.# Inter-segment pricing and terms

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 change occurs. The ‘Eliminations/Adjustments’ column comprises inter-segment revenues eliminated upon consolidation and Group accounting policy alignments.

Financial statements

180 Airtel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

6. Revenue continued

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 licenses) and capital advances. Investment elimination upon consolidation and resulting goodwill are reflected in the ‘eliminations’ column.

Summary of the segmental information and disgregation of revenue for the year ended and as of 31 March 2022 is as follows:

	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Revenue from external customers
Voice revenue	984	782	592	–	–	2,358
Data revenue	734	457	334	–	–	1,525
Mobile money revenue	1	32	698	–	–	424
Other revenue	2	157	14	6	10	407
	1,875	1,711	1,128	–	–	4,714
Inter-segment revenue	3	6	3	–	(12)	–
Total revenue	1,878	1,717	1,131	–	(12)	4,714

	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Segment results: underlying EBITDA	1,037	848	464	(38)	(0)	2,311
Less: Depreciation and amortisation	268	24	0	203	33	744
Finance costs	4	41	–	–	–	45
Finance income	(19)	–	–	–	–	(19)
Other non-operating income (net)	(111)	–	–	–	–	(111)
Share of profit of associate	(0)	–	–	–	–	(0)
Exceptional items pertaining to operating profit	–	32	–	–	–	32
Profit before tax	1,224	–	–	–	–	1,224

Other segment items	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Capital expenditure	251	271	125	9	–	656

As of 31 March 2022	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Segment assets	2,254	2,394	1,720	2	(23,426)	10,364
Segment liabilities	1,437	2,869	2,495	14	(14,577)	6,715
Investment in associate (included in segment assets above)	–	–	6	–	–	6

1 Intra-segment elimination of $129m adjusted with mobile money revenue. It includes $85m pertaining to East Africa and a balance of $44m pertaining to Francophone Africa.
2 It includes messaging, value added services, enterprise, site sharing and handset sale revenue.

181 Airtel Africa plc Annual Report and Accounts 2022

Financial statements

Summary of the segmental information and disgregation of revenue for the year ended and as of 31 March 2021 is as follows:

	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Revenue from external customers
Voice revenue	896	649	558	0	–	2,103
Data revenue	549	35	254	4	–	1,157
Mobile money revenue	1	227	74	–	–	301
Other revenue	2	104	147	96	–	347
	1,549	1,377	982	0	–	3,908
Inter-segment revenue	3	4	3	–	(10)	–
Total revenue	1,552	1,381	985	0	(10)	3,908

	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Segment results: underlying EBITDA	839	631	364	(42)	–	1,792
Less: Depreciation and amortisation	236	22	120	71	–	681
Finance costs	4	32	–	–	–	36
Finance income	(9)	–	–	–	–	(9)
Share of profit of associate	(1)	–	–	–	–	(1)
Charitable donation	1	2	1	2	–	6
Exceptional items pertaining to operating profit	–	–	(14)	–	–	(14)
Profit before tax	697	–	–	–	–	697

Other segment items	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Capital expenditure	275	249	88	2	–	614

As of 31 March 2021	Nigeria	East Africa	Francophone Africa	Unallocated	Eliminations	Total
Segment assets	1,889	2,042	1,791	29	(24,937)	9,992
Segment liabilities	1,192	2,989	2,715	16	(17,164)	6,639
Investment in associate (included in segment assets above)	–	–	4	–	–	4

1 Intra-segment elimination of $100m adjusted with mobile money revenue. It includes $64m pertaining to East Africa and a balance of $36m pertaining to Francophone Africa.
2 It includes messaging, value added services, enterprise, site sharing and handset sale revenue.

Geographical information

Disclosure of non-current assets (PPE, CWIP, ROU, Intangible assets, including goodwill and intangible assets under development):

	As of 31 March 2022	31 March 2021
United Kingdom	1	1
Nigeria	1,670	1,455
Netherlands (including goodwill)	3,773	3,805
Others	2,529	2,341
Total	7,973	7,602

Additional product related information:

Currently, based on the information provided to the CODM for the purposes of resource allocation and assessment of performance, Group’s segments are geographical clusters in which the Group operates. The Group also presents additional product-wise information to investors on a regular basis; however, products do not currently meet the requirements of being operating segments for the Group. Given the increasing focus of the Group on mobile money services, the directors have decided to provide additional disclosure on a product basis within this operating segment note, consistent with the information provided within the strategic report. The Group will continue to re-assess its definition and presentation of operating segments, particularly in respect of mobile money as the size and importance to the Group grows.

For the year ended 31 March 2022	Mobile services	Mobile money	Eliminations/ adjustment	Total	For the year ended 31 March 2021	Mobile services	Mobile money	Eliminations/ adjustment	Total
Revenue	4,294	553	(133)	4,714	Revenue	3,612	401	(105)	3,908
Underlying EBITDA	2,077	270	(36)	2,311	Underlying EBITDA	1,639	195	(42)	1,792
Depreciation and amortisation	697	14	33	744	Depreciation and amortisation	654	41	10	681
Capital expenditure	621	25	10	656	Capital expenditure	580	32	2	614

182 Airtel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

7. Employee benefits expense

For the year ended 31 March 2022	31 March 2021
Salaries and bonuses	258
Defined contribution plan cost	14
Defined benefit plan cost	(2)
Staff welfare expenses	17
Others	10
Total	297

Employee benefit expenses includes directors’ remuneration. For further information about the remuneration of individual directors, refer to pages 128 to 150 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 2022	Year end	Average	Year end	Average	31 March 2021	Year end	Average
Nigeria	706	686	667	662
East Africa	1,251	1,230	1,211	1,202
Francophone Africa	1,149	1,151	1,156	1,200
Corporate and others	65	51	59	91	398
Total	3,757	3,663	3,525	3,462

7.1 Share-based payment plans

The following table provides an overview of all existing equity-settled and cash-settled plans of the company:

Scheme	Plans	Vesting period (years)	Contractual term (years)
Equity-settled plans
	Replacement stock awards	1–2	2
	IPO awards	1–3	3
	IPO share options	1–3	10
	IPO executive share options	1–3	10
	Performance share awards	3	3
	Restricted share awards	3	3
	One-off awards	1–3	3
	Replacement awards	1–2	2
Cash-settled plans
	Shadow stock plan	1–2	2

For IPO awards, replacement stock awards, shadow stock awards and performance share awards vesting is subject to service, total shareholder return and financial performance conditions, restricted share awards’ vesting is subject to service and financial performance conditions while for IPO share options, IPO executive share options, one-off awards and replacement awards, vesting is subject to service conditions only.

The following table exhibits the net compensation expenses under the schemes:

For the year ended 31 March 2022	31 March 2021
Expenses arising from equity- and cash-settled share-based payment transaction	2

183 Airtel Africa plc Annual Report and Accounts 2022

Financial statements

The following table provides an overview of all existing share option and cash-settled plans of the company. Details of share options outstanding during the year are as follows:

	31 March 2022	31 March 2021
	Number of share options (in ‘000)	Weighted average exercise price
Replacement stock awards
Outstanding at beginning of year	299	–
Granted during the year	1	135
Exercised during the year	(434)	–
Outstanding at the end of the year	–	–
Exercisable at the end of the year	–	–
IPO awards
Outstanding at beginning of year	566	–
Granted during the year	1	63
Exercised during the year	(511)	–
Forfeited during the year	(38)	–
Outstanding at the end of the year	80	–
Exercisable at the end of the year	–	–
IPO share options
Outstanding at beginning of year	3,132	1
Exercised during the year	–	–
Forfeited during the year	(2,381)	–
Outstanding at the end of the year	751	1
Exercisable at the end of the year	250	1
IPO executive share options
Outstanding at beginning of year	10,594	1
Exercised during the year	(717)	–
Forfeited	–
(All amounts are in US$ millions unless stated otherwise)

	Share capital	Share premium	Treasury shares	Other reserves	Retained earnings	Total equity
As at 1 April 2020	2	42	(13)	(35)	1,401	1,397
Profit for the year	–	–	–	–	629	629
Other comprehensive income	–	–	–	(1)	–	(1)
As at 31 March 2021	2	42	(13)	(36)	2,030	2,025
Profit for the year	–	–	–	–	880	880
Other comprehensive income	–	–	–	(10)	–	(10)
As at 31 March 2022	2	42	(13)	(46)	2,910	2,895

Share-based payments

	Share options	Shadow stock plan	Performance share awards	Restricted share awards	One-off awards	Replacement awards
Outstanding at beginning of year	8,842	688	1,373	633	361	–
Granted during the year	1,035	126	1,126	509	–	661
Exercised during the year	(1,287)	(884)	(299)	(133)	(60)	–
Forfeited during the year	–	(65)	(677)	(301)	–	–
Outstanding at the end of the year	8,650	–	1,523	708	301	661
Exercisable at the end of the year	2,815	–	–	–	–	–

1 It includes additional awards granted based on meeting performance conditions.
2 For share options exercised during the year ended 31 March 2022, the weighted average share price during the year was $1.46 (March 2021: 51 cents).
3 Represents forfeitures on account of employees not meeting service or performance conditions.

The total carrying value of cash-settled share-based compensation liability is nil and $1m as of 31 March 2022 and 2021, respectively.

Financial statements

184 Air tel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

7. Employee benefits expense continued

The fair value of options and awards is measured using the Black-Scholes valuation model. The key inputs used in the measurement of the grant date fair valuation of equity-settled plans which are granted during the year are given in the below table:

	31 March 2022	31 March 2021
Risk-free interest rates	0.08% to 0.16%	0.23%
Expected life	2.00 to 3.00	3.00
Volatility	36.22% to 38.10%	35.59%
Dividend yield	3.69%	5.36%
Share price on the date of grant	1.08	0.80
Fair value	0.70 to 0.75	0.68 to 0.72

The expected life of the stock options is based on the company’s expectations and is not necessarily indicative of exercise patterns that may actually occur. The expected volatility reflects the assumption that the historical volatility over a period to the expected life of the options is indicative of future trends, which may not necessarily be the actual outcome. Further, the expected volatility is based on the weighted average volatility of the comparable benchmark companies.

The details of weighted average remaining contractual life for the share options are as follows:

	31 March 2022	31 March 2021
Remaining contractual life for the share options outstanding as of (years)	0 to 7	0 to 8
Weighted average remaining contractual life for the share options outstanding as of (years)	7.2	7.2

7.2 Employee benefits

The details of significant employee benefits (included within provisions) are as follows (for details on employee benefit plans refer to Note 2.17):

	For the year ended 31 March 2022	For the year ended 31 March 2021
	Retirement benefits	Severance benefits
Obligation:
Balance as at beginning of the year	12	2
Current service cost	2	0
Interest cost	1	0
Benefits paid	(0)	(0)
Past service cost and (gain)/loss on settlement	(4)	–
Remeasurements	0	0
Exchange differences	(0)	(0)
Present value of employee benefit obligation	11	2
Liability recognised in the balance sheet	11	2
Current portion	2	0
Non-current portion	9	2

Amount recognised in other comprehensive income for the above plans

	For the year ended 31 March 2022	31 March 2021
Loss from change in experience assumptions	(0)	(0)
(Loss)/gain from change in demographic assumptions	(0)	0
Loss from change in financial assumptions	(0)	(0)
Remeasurements on liability	(0)	(0)

The defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.

The financial and demographic assumptions used to determine defined benefit obligations are as follows:

	As of 31 March 2022	31 March 2021
Discount rate	8.00% to 14.00%	8.15% to 15.75%
Rate of return on plan assets	NA	NA
Rate of salary increase	3.84% to 7.00%	3.01% to 6.00%
Rate of attrition	5.20% to 13.00%	7.65% to 12.32%
Retirement age	55 to 65 years	55 to 65 years
Mortality rate	CIMA F	CIMA F

The Group regularly assesses these assumptions with the projected long-term plans and prevalent industry standards. The impact of sensitivity due to changes in the significant actuarial assumptions on the defined benefit obligations is given in the table below:

	31 March 2022	31 March 2021
	Retirement benefits	Severance benefits
Discount rate
+1.00%	(0)	(0)
–1.00%	0	0
Salary growth rate
+1.00%	0	0
–1.00%	(0)	(1)
Withdrawal rate
+1.00%	(0)	1
–1.00%	0	(1)

The above sensitivity analysis is determined based on a method that extrapolates the impact on the net defined benefit obligations, because of reasonable possible changes in the significant actuarial assumptions. Further, the above sensitivity analysis is based on a reasonably possible change in a particular underlying actuarial assumption, while assuming all other assumptions to be constant. In practice, it is unlikely to occur as changes in some of the assumptions may be correlated.

The table below summarises the maturity profile and duration of the defined benefit plan liability (retirement and severance benefits) on an undiscounted basis:

	As of 31 March 2022	31 March 2021
Within one year	2	2
Within one-three years	7	4
Within three-five years	7	4
Above five years	19	17
Total	35	27
Weighted average duration in years	8	7

8. Other operating expenses

Other operating expenses mainly includes the following:

	For the year ended 31 March 2022	31 March 2021
Cost of sales	1,227	1,671
Repairs and maintenance	21	31
Charitable donations	2	6
Inventories recognised as an expense	16	15

1 Cost of sales mainly includes mobile money distribution and gateway charges.

Financial statements

186 Air tel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

8. Other operating expenses continued

8.1 Auditor’s remuneration

The total remuneration of the Group’s auditor, Deloitte and other component firms, for services provided to the Group during the years ended 31 March 2022 and 2021, respectively, is analysed below (in US$ thousands):

	For the year ended 31 March 2022	31 March 2021
Audit services
Fees payable to the company’s auditor and their associates for the audit of the company’s annual accounts	2,654	2,907
Fees payable to the company’s auditor and their associates for the audit of the company’s subsidiaries	1,805	1,649
Total audit fees	4,459	4,556
Non-audit services
Fees payable to the company’s auditor associates for quarterly assurance services performed by component teams	1,027	1,109
Fees payable to company’s auditor and their associates for other assurance services	86	–
Fees payable to the company’s auditors for half yearly review procedures performed by Deloitte UK for the purposes of Air tel Africa plc	353	320
Total non-audit fees	1,466	1,429
Total fees	5,925	5,985

1 March 2021 fees includes additional fees of $423,800 arising from completion of the March 2020 audit relating to the impact of Covid-19.

9. Depreciation and amortisation

	For the year ended 31 March 2022	31 March 2021
Depreciation	629	572
Amortisation	115	109
Total	744	681

10. Finance costs and income

	For the year ended 31 March 2021	31 March 2020
Finance costs
Interest on borrowings and other financial liabilities	162	170
Interest on lease liabilities	148	136
Net exchange loss	81	93
Bank charges, corporate guarantee fees and commitment fees	23	25
Net loss on derivative financial instruments	12	8
Other finance charges	15	0
Total finance costs	441	432
Finance income
Interest income on deposits	19	19
Total finance income	19	19

Financial statements

187 Air tel Africa plc Annual Report and Accounts 2022

11.# 2. Income tax

The major components of the income tax expense are:

For the year ended 31 March 2022	31 March 2021
Current income tax
– For the year	343
– Adjustments for prior periods	238
Subtotal	4
Deferred tax	4
– Origination and reversal of temporary differences	347
– Write down of deferred tax due to inadequate future taxable profits	242
– Recognition of deferred tax on tax losses and temporary differences	141
– Adjustments for prior periods	114
Subtotal	3
Income tax expense	3
	(17)
	(76)
	(5)
	(1)
	122
	40
	469
	282

Factors affecting the tax expense for the year

The table below explains the differences between the expected tax expenses, being the aggregate of the Group’s geographical split of profits/(loss) multiplied by the relevant local tax rates and the Group’s total tax expense for each year:

For the year ended 31 March 2022	31 March 2021
Profit before tax as shown in the consolidated income statement	1,224
Blended tax rate ¹	697
Tax expense at the Group’s blended tax rate	34.2%
Effect of:	33.4%
Tax on dividend and undistributed retained earnings of subsidiaries	418
Deferred tax recognised on projected profitability	233
Deferred tax triggered during the year	56
Withholding taxes on the Group management fees/ Irrecoverable withholding taxes	44
Adjustment in respect of previous years	14
Settlement of various disputes	13
Expenses (net) not taxable / deductible	(6)
Losses for which no deferred tax asset recognised	(7)
Minimum alternate tax for which no credit is allowed	5
Other tax	10
Income tax expense	4
	2
	(3)
	54
	–
	9
	(2)
	(0)
	469
	282

¹ Blended tax rate has been derived by applying the following formula: Profit/(loss) before tax for each entity * respective statutory tax rate/ consolidated profit before tax. For effective tax rate, refer to alternative performance measures on pages 229-231.
² Majorly comprises incremental deferred tax recognised in the DRC and Niger for $10m and $9m, respectively (March 2021: $32m in the DRC) based on forecast profitability.
³ For the year ended 31 March 2021, $44m of deferred tax asset (DTA) was recognised on brought forward tax losses for Airtel Tanzania due to continued improvement in profitability. Out of $44m of deferred tax, $36m was recognised under exceptional items for the initial recognition of DTA arising on account of the next five years of forecast profitability. Remaining $8m pertains to DTA recognised considering the forecast profitability of FY ‘26.

The analysis of deferred tax assets and liabilities is as follows:

Deferred tax assets and liabilities are consolidated jurisdiction wise at component level and net deferred tax assets/ liability in the jurisdictions is segregated into deferred tax assets and deferred tax liabilities.

Deferred tax in jurisdictions with net deferred tax assets is comprised of:

	As of 31 March 2022	As of 31 March 2021
Deferred tax assets (net)
a) Deferred tax asset arising out of
Carried forward losses	14	229
Fair valuation of financial instruments and exchange differences	4
Depreciation/ amortisation on PPE/ intangible	229
Provision for impairment of trade receivables/ advances	105
Deferred tax asset on fair valuation of PPE / intangible assets	89
Employee benefits	31
Provision for inventories	24
Deferred revenue	17
Others	25
	12
	8
	7
	3
	4
	5
b) Deferred tax liability due to	5
Depreciation/ amortisation on PPE/ intangible assets	(103)	(80)
Transfer to asset held for sale	–	(2)
Others	–	(0)
Total	222	314

Deferred tax in jurisdictions with net deferred tax liabilities is comprised of:

	As of 31 March 2022	As of 31 March 2021
Deferred tax liabilities (net)
a) Deferred tax liability due to
Deferred tax liability on retained earnings	(74)	(48)
Depreciation/ amortisation on PPE/ intangible assets	(58)	(37)
Others	(6)	(2)
Fair valuation of financial instruments and exchange differences	(1)	(0)
b) Deferred tax asset arising out of
Provision for impairment of trade receivables/ advances	13	1
Carried forward losses	–	2
Fair valuation of financial instruments and exchange differences	4	2
Deferred revenue	5	–
Others	3	1
Total	(114)	(81)

Net deferred tax asset/(liability) reflected in the statement of financial position is as follows:

	As of 31 March 2022	As of 31 March 2021
Deferred tax assets	222	314
Deferred tax liabilities	(114)	(81)
Net	108	233

Movement reflected in profit and loss for each of the temporary differences and tax losses carry forward is as follows:

	As of 31 March 2022	As of 31 March 2021
Deferred tax expenses/(benefit)
Carried forward losses	84	7
Depreciation/ amortisation on PPE/ intangible assets	54	34
Undistributed retained earnings	27	32
Fair valuation of financial instruments and exchange differences	(22)	(29)
Provision for impairment of trade receivables/ advances	(9)	8
Deferred revenue	(5)	(0)
Deferred tax on fair valuation of PPE / intangible assets	(6)	(8)
Employee benefits	(1)	(4)
Provision for inventories	2	(1)
Others	(2)	1
Total	122	40

The movement in deferred tax assets and liabilities from prior year end is as follows:

	As of 31 March 2022	As of 31 March 2021
Opening balance	233	264
Tax (expense)/ credit recognised in statement of profit and loss	(122)	(40)
Translation adjustment recognised in other comprehensive loss and others	(3)	9
Closing balance	108	233

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.# Acc ordin gly, the Group has not recognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses of $1,593m and $1,491m as of 31 March 2022 and 31 March 2021, respectively, as it is not currently probable that relevant taxable profits will be available in future. The applicable tax rates for the same vary from 20% to 33%, depending on the tax jurisdiction in which the respective Group entity operates.

Unused tax losses and deductible temporary differences for which no deferred tax asset is recognised:

As of 31 March 2022	31 March 2021
Expiring within 5 years	389
Expiring beyond 5 years	428
Unlimited	776
Total	1,593

Unused tax losses and deductible temporary differences for which deferred tax asset is recognised:

As of 31 March 2022	31 March 2021
Expiring within 5 years	–
Expiring beyond 5 years	–
Unlimited	708
Total	708

The Group does not recognise deferred tax liability on the unremitted retained earnings of its subsidiaries wherever it believes that it would avail the tax credit for the dividend distribution tax payable by the subsidiaries on its dividend distribution and consequently no tax arises. The taxable temporary difference associated with respect to such unremitted retained earnings is $76m and $32m as of 31 March 2022 and 31 March 2021, respectively. The distribution of the unremitted retained earnings is expected to attract a tax in the range of 5% to 20% depending on the tax rate applicable as of 31 March 2022 in the jurisdiction in which the respective the Group entity operates.

191 Airtel Africa plc Annual Report and Accounts 2022

Financial statements

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 entities

b) The Group is routinely subjected to audit by tax authorities in the jurisdictions in which the Group operates. The Group recognises tax provisions based on reasonable estimates for those matters where determination of tax is uncertain but it is considered probable that there will be a future outflow of funds to tax authorities. The amount of these provisions is based on various factors, such as experience of previous tax audits and different interpretations of tax regulations by the tax authority in jurisdictions in which the Group operates; the amount ultimately paid for these uncertain tax cases may differ materially and could, therefore, affect the Group’s overall profitability and cash flows in the future.

c) The tax impact of a transaction disclosed as contingent liability can also be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. Refer to Note 29 for details of the contingencies pertaining to income tax.

13. Earnings per share (EPS)

The details used in the computation of basic EPS:

For the year ended	31 March 2022	31 March 2021
Profit for the year attributable to owners of the company	631	339
Weighted average ordinary shares outstanding for basic EPS	3,754,179,962	3,757,550,081
Basic EPS	16.8 cents	9.0 cents

The details used in the computation of diluted EPS:

For the year ended	31 March 2022	31 March 2021
Profit for the year attributable to owners of the company	631	339
Weighted average ordinary shares outstanding for diluted EPS	3,760,109,303	3,759,122,452
Diluted EPS	16.8 cents	9.0 cents

1 The difference between the basic and diluted number of shares at the end of March 2022 being 5,929,341 (March 2021: 1,572,371) relates to awards committed but not yet issued under the Group’s share-based payment schemes.
2 Deferred shares have not been considered for EPS computation as they do not have the right to participate in profits.

Financial statements

192 Airtel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

14. Property, plant and equipment (PPE)

The following table presents the reconciliation of changes in the carrying value of PPE for the years ended 31 March 2022 and 31 March 2021:

	Leasehold improvements	Building	Land	Plant and equipment	Furniture and fixture	Vehicles	Office equipment	Computer	Total	Capital work in progress
Gross carrying value
Balance as of 1 April 2020	50	47	26	2,408	25	24	37	6	613	259
Additions / capitalisation	1	1	0	648	14	0	9	26	699	611
Disposals / adjustments	1	(1)	(0)	(0)	(32)	(1)	(0)	(0)	(34)	(696)
Transferred to assets held for sale	–	–	–	(77)	–	0	–	(0)	(77)	(0)
Foreign currency translation impact	0	(2)	1	(89)	(1)	0	(1)	(11)	(103)	(8)
Balance as of 31 March 2021	50	46	27	2,858	37	24	45	6	3,763	166
Additions / capitalisation	1	0	2	543	28	0	14	38	626	653
Disposals / adjustments	1	(0)	(0)	(2)	(285)	(2)	(2)	(4)	(1)	(296)
Foreign currency translation impact	(2)	1	(1)	(71)	(1)	(0)	0	(10)	(84)	(3)
Balance as of 31 March 2022	49	47	26	3,045	62	22	55	703	4,009	189
Accumulated depreciation
Balance as of 1 April 2020	42	15	1	722	22	9	22	19	852	–
Charge	2	3	0	341	6	1	9	27	389	–
Disposals / adjustments	1	(0)	(0)	0	(28)	(0)	(1)	(0)	1	(28)
Transferred to assets held for sale	–	–	–	(58)	–	(0)	–	(0)	(58)	–
Foreign currency translation impact	0	(1)	(0)	(41)	(0)	0	(1)	(9)	(52)	–
Balance as of 31 March 2021	44	17	1	936	15	22	27	6	1,068	–
Charge	1	3	0	364	10	0	9	31	418	–
Disposals / adjustments	1	0	(0)	(1)	(241)	(2)	(2)	(3)	(3)	(252)
Foreign currency translation impact	(1)	0	(0)	(56)	(0)	(0)	(1)	(10)	(68)	–
Balance as of 31 March 2022	44	20	0	1,003	23	20	32	653	1,795	–
Net carrying value
As of 1 April 2020	8	32	25	1,686	16	2	18	45	1,832	259
As at 31 March 2021	6	29	26	1,922	22	2	18	41	2,066	166
As at 31 March 2022	5	27	26	2,042	39	2	23	50	2,214	189

1 Related to the reversal of gross carrying value and accumulated depreciation on retirement of PPE and reclassification from one category of asset to another.
2 Includes PPE pledged against the Group’s borrowings outstanding of $50m as at 31 March 2022 and 31 March 2021. For details towards pledge of the above assets, refer to Note 22.2.
3 The carrying value of capital work-in-progress as of 31 March 2022 and 2021 mainly pertains to plant and equipment.

193 Airtel Africa plc Annual Report and Accounts 2022

Financial statements

15. Intangible assets

The following table presents the reconciliation of changes in the carrying value of goodwill and other intangible assets for the years ended 31 March 2022 and 2021:

	Goodwill	Other intangible assets	Intangibles under development	Software	Licences (including spectrum) 2	Others	Total
Gross carrying value
Balance as of 1 April 2020	3,943	5	735	25	765	30	5,493
Additions / capitalisation	–	–	21	2	212	–	235
Disposals / adjustments 1	–	(2)	2	(1)	(1)	–	0
Transferred to assets held for sale	–	0	–	0	–	–	0
Foreign currency translation impact	(108)	(0)	(13)	(0)	(13)	–	(134)
Balance as of 31 March 2021	3,835	3	715	24	963	30	5,570
Additions / capitalisation	–	–	187	7	194	–	388
Disposals / adjustments 1	–	–	(53)	(0)	(53)	–	(106)
Foreign currency translation impact	(8)	–	(28)	(1)	(29)	–	(66)
Balance as of 31 March 2022	3,827	3	821	30	1,075	30	5,776
Accumulated amortisation
Balance as of 1 April 2020	–	5	281	23	309	–	618
Charge	–	–	108	1	109	–	218
Disposals / adjustments 1	–	(2)	(0)	(1)	(3)	–	(6)
Foreign currency translation impact	–	(0)	(10)	(0)	(10)	–	(20)
Balance as of 31 March 2021	–	3	379	23	405	–	810
Charge	–	–	113	2	115	–	230
Disposals / adjustments 1	–	–	(52)	(0)	(52)	–	(104)
Foreign currency translation impact	–	–	(24)	(1)	(25)	–	(49)
Balance as of 31 March 2022	–	3	416	24	443	–	886
Net carrying value
As of 1 April 2020	3,943	–	454	2	456	30	4,885
As at 31 March 2021	3,835	–	336	1	558	30	4,760
As at 31 March 2022	3,827	–	405	6	632	30	4,900

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.
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 2022 and 2021 is 9.47 years and 9.90 years, respectively.

Impairment review

The carrying amount of goodwill is attributed to the following groups of CGUs:

As of 31 March 2022	31 March 2021
Nigeria	1,275
East Africa	1,835
Francophone Africa	717
Total	3,827

The Group tests goodwill for impairment annually on 31 December.# Notes to consolidated nancial s tate ment s cont inue d

(All am ount s are in U S$ mil lions u nles s st ated ot her wise )

15. Intangible assets continued

T he carr ying amount of good will as of 3 1 Dece mber 202 1 was $ 1, 277 m , $1,86 1m and $71 9m for Niger ia, Eas t Afric a and F ranc op hone Afr ic a, respe ct ive ly. T he recover able amou nt s of th e above group of CG Us are base d on va lue - in - use, whic h are d eter mine d based on ten-year busin ess plans that have b een appr oved by the Bo ard.

Whils t the Boar d per for me d a lo ng -ter m viabili t y assessme nt over a thre e -year per io d, for the purp ose of as sessi ng liquidi t y ( refer to long- ter m viabi lit y st atemen t on p ages 87 to 88 ), t he Grou p has ad opte d a ten -ye ar plan for t he purp ose of impairme nt test ing due to t he followi ng reasons:

• T he Group ope rates in emergin g markets whe re the teleco mmuni cat ions market is unde rp enet rate d compare d to d evelo pe d markets . In these eme rging market s , shor t-ter m plans ( for exampl e, ve years ) are not indi cat ive of t he long -te rm fut ure prospe ct s and per fo rman ce of the Group.
• T he life of t he Group’s regulator y licenc es and networ k asset s are a t an aver age of ten year s , and
• T he potent ial oppor tunit ies of the emerging Afr ic an teleco m sec tor , whic h is mos t ly a t wo - thre e player market with lowe r smar tph one penetration.

Acc ordin gly, t he Board app roved that this planning hor izon ree ct s the assumpt ions for medium to long- ter m market develop ment s , appr opr iatel y covers market dynami cs of e merg ing market s and bette r reec t s the expec ted per forma nce in the markets in which the Gro up operat es.

Whil e using t he ten- year plan , the Group also conside rs exte rnal market data to supp or t the assumpt ions used in such plans, whi ch is ge ner ally availab le only for the rst ve years . Consid erin g the degre e of availa bili ty of exter nal market data beyond year ve, the Group has per for me d a sensi tiv it y analysis to assess the impac t on i mpair ment of using a ve - year plan. Th e result s of th is sensiti vit y analysis dem ons trate that the init ial ve -ye ar plan with appro pria te changes , includ ing long -te rm grow t h rates app lied at the end of th is perio d does not result in any impai rme nt and doe s not im pac t the headroo m by mo re than 5% in any of th e group of CG Us as c ompa red to the headr oom using the ten- year plan. Fur t her, the Gro up is c ond ent that proje ct ions for years six to ten are reliable and can demons t rate it s abilit y , base d on p as t experi enc e, to fo rec as t cash ows acc urate ly over a lo nger per io d. Acco rding ly , the Board has approved and the Group cont inu es to fol low a consis ten t polic y of usin g an initial fore cas t peri od of t en years for the pur pose of impairme nt test ing .

In assessi ng the Group’s prospe ct s , the direc tors consi dere d 5G c ellula r netwo rk potent ial in t he market s which the Gro up operate s. The Gro up’s rs t endeavo ur is to sec ure spec tr um for 5G laun ch and roll out 5G ne two rk in key mar ket s. Give n the relative ly low 4G cus to mer pene trat ion in the countr ies whe re it o per ates , the Group will cont inue to focus on i t s strate gy to expa nd its data ser v ice s and i ncreas e data custom er pen etr atio n by le verag ing and expandin g its leadin g 4G ne tw ork .

Dur ing the year , the Cent ral Bank of Niger ia gave A ir tel Afr ic a’s subsi diar y Smar t cash Paymen t Ser vic e Bank Limite d ( Smar tcash) appr oval in pri ncip le to o pe rate a p aymen t ser vic e bank ( PSB) business in Niger ia. The PSB lice nce allo ws Smar tc ash to ac cept dep osit s from indi vidua ls and small busines ses , carr y out paym ent and remit tan ce ser v ices wit hin Nige ria , and is sue debi t and p repa id cards among other ac tiv it ies set out by the Cen tral Ban k of Ni ger ia ( CB N). As of t he date of impai rme nt testi ng , the Group had in- pri ncip le approva l of suc h licenc e in ha nd. Subse que nt to the year e nd, in Apri l 2 022, the Group has rec eive d the nal a pprov al from the Cent ral Bank of Nigeria for a f ull PSB lice nce aor ding the Grou p the opp or t unit y to d eli ver a f ull suite of m obil e money ser v ices in Niger ia.

Manag eme nt is in earl y stag es of c onsid eri ng the impac t of cl imate change ( re fer to c limate chang e disclosure on pages 54 to 58 ). B ase d on t he analy sis conduc te d so f ar , the Grou p is sat is e d that t he impac t of c limate chang e does not lead to an imp air ment as at 3 1 Dece mber 202 1 and is adequate ly covere d as par t of the sensiti vi ties discl ose d below.

The cash ow s beyond the plannin g perio d are ex t rap olate d using appropr iate long -te rm termi nal grow t h rates . The long -ter m termina l growt h rates used do not excee d the long -te rm averag e growt h rates of t he respe ct ive indus tr y and countr y in whic h the entit y oper ates and are consis ten t with interna l/exter nal sources of informat ion .

The inpu t s used in p er fo rmi ng the impair ment assess ment at 3 1 De cem ber 202 1 were as fol lows :

Assum ptions	Niger ia	Eas t Afr ic a	Francophone Africa
Pre tax discou nt rate	24.35%	16.17%	15.43%
Capit al expenditure ( as % of Revenue )	8% – 15%	7% – 15%	7% – 12%
Long -te rm grow t h rate	2.65%	5.31%	5.46%

At 3 1 De cem ber 202 1, the impair ment test ing did not result in a ny impairm ent in t he car r yi ng amount of g oo dwi ll in a ny group of CG Us .

The key assumptio ns in p er fo rmi ng the impair ment asses sment are as fo llow s:

Assum ptions	B asis of assum pt ion s
Discount rat e	Disc ount rate reec t s the market assessm ent of t he risk s speci c to the group of CG Us and estima ted based on the weighte d average cos t of c api tal for each respe ct ive group of C GUs .
Capit al expenditure	T he cash ow forec as ts of capit al expen ditu re are bas ed on exper ien ce af ter consid erin g the capit al expen ditu re requ ired to meet coverag e and c apa cit y requir emen ts relat ing to vo ice , data and m obil e money ser v ices .
Gro w th rates	T he grow t h rates used are in lin e with the long -t erm averag e growt h rates of t he respe ct ive indus tr y a nd countr y in which the enti ty ope rates and are consistente nt with intern al/exter nal source s of info rmat ion .

At 3 1 De cem ber 202 1, the impair ment test ing did not result in a ny impairm ent in t he car r yi ng amount of g oo dwi ll in a ny group of CG Us . The resul ts of the impairm ent test s using these rates show that the recover abl e amount exceeds the car r y ing amount by $5,579m fo r East Afri ca ( 1 73%) and $2,559m for Fr anc oph one Afri ca ( 1 6 0%) . For Nige ria , the recover abl e amount exceeds the car r y ing amount by $2,842 m ( 1 04% ), incl udin g the cash ows of PS B licen ce which was receive d subseq uent to the impairme nt test ing date. Exclu ding such cash ows did not result in any i mpair ment in Niger ia. Th e Group, there fore, con clu ded that no impairm ent was requ ired to be recorded to the Goodwill held against each group of CGUs.

Sensitivity in discount rate and capital expenditure

Manag eme nt believes that no reasonabl y possibl e change in any of the key as sumpt ions would caus e the dieren ce bet wee n the carr y ing value and recove rabl e amount for any c ash - gen erat ing unit to be material ly diere nt from the recove rabl e value in t he base case.

The tabl e below set s out the breakeven pre -t ax discou nt rate for each group of C GUs , which will result in the recover abl e amount being equal wit h the carr ying amou nt for ea ch group of CG Us:

	Niger ia	Eas t Afr ic a	Francophone Africa
Pre tax discou nt rate	43.70%	34.34%	32.63%

The tab le belo w present s the increase in isolati on in c api ta l expendi ture as a percent ag e of reve nue ( acr oss all years of the impairm ent review) whic h will result in e quat ing the recove rab le amount wit h the carr ying amount for each group of C GUs:

	Niger ia	Eas t Afr ic a	Francophone Africa
Cap it al expendi ture ( as % o f revenue )	9.64%	13.99%	11.06%

No reasonab ly possib le change in the terminal grow t h rate woul d cause the carr ying amount to exceed the recove rab le amount.

Impai rme nt assessment f or the yea r ende d 3 1 Marc h 202 1

The inpu t s used in p er fo rmi ng the impair ment assess ment at 3 1 De cem ber 202 0 were as follows:

Assum ptions	Niger ia	Eas t Afr ic a	Francophone Africa
Pre tax discou nt rate	22.45%	14.82%	14.25%
Capit al expenditure	18% – 19%	6% – 17%	5% – 10%
Long -te rm grow t h rate	2.51%	5.11%	3.70%

¹ C api t al expe nd itu re is expre sse d as a p erc en ta ge of gross reve nue ove r the plan pe ri od

At 3 1 De cem ber 202 0, the impair ment tes ting did not result in a ny impairm ent in the car r yi ng amount of goodw ill in any gro up of C GUs .

The key assumptio ns in p er fo rmi ng the impair ment asses sment are as fo llow s:

Assum ptions	B asis of assum pt ion s
Discount rat e	Disc ount rate reec t s the market assessm ent of t he risk s speci c to the group of CG Us and are es t imated base d on the weighte d average cost of capit al for each respec ti ve group of C GUs .

Follow ing the onset of t he Covi d- 19 out break , the Gro up had c onc lud ed that in d eter minin g the discount rate at 31 Ma rch 202 0 , using spot coun tr y risk premiu ms would not give a disco unt rate that a market par tic ipant woul d expec t at t he balanc e sheet date in deter mini ng the present value of cash ows over a ten -year per io d.# At 31 December 2020 this significant market volatility has reduced and management has reverted to using a spot rate.

Capital expenditure

The cash flow forecasts of capital expenditure are based on experience after considering the capital expenditure required to meet coverage and capacity requirements relating to voice, data and mobile money services.

Growth rates

The growth rates used are in line with the long-term average growth rates of the respective industry and country in which the entity operates and are consistent with internal/external sources of information.
At 31 December 2020, 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 $1,719m for Nigeria (69%), $4,811m for East Africa (155%) and $1,811m for Francophone Africa (107%). The Group, therefore, concluded that no impairment was required to the Goodwill held against each group of CGUs.
* Sensitivity in discount rate and capital expenditure
Management believes that no reasonably possible change in any of the key assumptions would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the recoverable value in the base case.
The table below sets out the breakeven pre-tax discount rate for each group of CGUs, which will result in the recoverable amount being equal with the carrying amount for each group of CGUs:

Pre tax discount rate	Nigeria	East Africa	Francophone Africa
	33.28%	29.04%	26.32%

The table below presents the increase in isolation in capital expenditure as a percentage of revenue which will result in equating the recoverable amount with the carrying amount for each group of CGUs:

Capital expenditure (as % of revenue)	Nigeria	East Africa	Francophone Africa
	6.81%	13.94%	9.86%

No reasonably possible change in the terminal growth rate would cause the carrying amount to exceed the recoverable amount.

Financial statements 196
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

16. Investment in associate

The Group’s interests in associate are accounted for using the equity method. The details (principal place of operation/country of incorporation, principal activities and percentage of ownership interest and voting power (direct/indirect) held by the Group) of associates are set out in Note 35.
The amounts recognised in the statement of financial position are as follows:

As of 31 March 2022	31 March 2021
Investment in associate	646

The amount recognised in the income statement is as follows:

For the year ended 31 March 2022	31 March 2021
Share of profit of associate	(0)
	(0)

The amount recognised in other comprehensive income is as follows:

For the year ended 31 March 2022	31 March 2021
Share of other comprehensive income of associate	1
	1
	1

17. Derivative financial instruments

As of 31 March 2022	31 March 2021
Assets
Currency swaps, forward and option contracts	3
Interest swaps	3
	6
Liabilities
Currency swaps, forward and option contracts	8
Interest swaps	–
Embedded derivatives	1
	9

Non-current derivative financial assets | 3 | 6 |
Current derivative financial assets | 3 | 6 |
Non-current derivative financial liabilities | – | (6) |
Current derivative financial liabilities | (9) | (7) |
| (3) | (1) |

During the year ended 31 March 2021, the Group had entered into a Cross Currency Swap (CCS) in one of its subsidiaries, which was accounted for as FVTPIL. On recognition, since the fair value of the CCS 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 was deferred and recognised on a straight-line basis over the tenure of the CCS. The fair value of the CCS was determined based on a valuation report by the CCS issuer.
A reconciliation of day 1 aggregate difference not recognised at the beginning and end of the period of changes in the balance of this difference is as follows:

For the year ended 31 March 2022	31 March 2021
Opening balance	4
Difference between fair value on initial recognition and transaction price	–
Less: aggregate difference recognised in profit and loss	(3)
Closing balance	1

197
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

18. Other non-financial assets

Non-current

As of 31 March 2022	31 March 2021
Advances (net)	128
Capital advance	16
Prepaid expenses	279
Others	11
	434

1. Advances (net) mainly includes payments made to various government authorities under protest, for tax, legal and regulatory subjudice matters and are net of allowance recognised as part of the Group’s recoverability assessment of $11m and $7m as of 31 March 2022 and 2021, respectively.
2. Prepaid expenses mainly include prepayments in respect of indefeasible right to use (IRU).
3. Others mainly include amount receivable from minority shareholders on account of issue of share capital in one of the subsidiaries.

Current

As of 31 March 2022	31 March 2021
Prepaid expenses	113
Taxes recoverable	37
Advances to suppliers (net)	20
Others	45
	215

1. Prepaid expenses mainly includes costs to obtain or fulfil contracts with customers, prepaid payment in respect of indefeasible right to use (IRU), deferred spectrum charges, network costs and advance rent related to offices and shops.
2. Taxes recoverable include customs duty, sales tax and value added tax.
3. Advances to suppliers (net) are disclosed net of provision of $8m and $11m as of 31 March 2022 and 2021, respectively.
4. Others mainly includes claims receivable from vendors based on contractual arrangements and employee advances net of related provision of $5m and $2m as of 31 March 2022 and 2021, respectively. The balance as of 31 March 2022 also includes a reimbursement asset amounting to $25m (refer to Note 25).

19. Trade receivables

As of 31 March 2022	31 March 2021
Trade receivables	303
Less: allowance for impairment of trade receivables	(180)
	123

1. Refer to Note 32 for credit risk.

The movement in allowances for doubtful debts is as follows:

For the year ended 31 March 2022	31 March 2021
Opening balance	184
Additions	21
Reversal	(25)
Net reversal	(4)
Closing balance	180

The there has been no change in the estimation techniques or significant assumptions made in calculating the provision.

Financial statements 198
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

20. Cash and bank balances

Cash and cash equivalents

As of 31 March 2022	31 March 2021
Balances with banks – On current accounts	267
– Bank deposits with original maturity of three months or less	281
Cheques on hand	–
Balance held in wallets	89
Cash on hand	1
	638

Other bank balances

As of 31 March 2022	31 March 2021
Term deposits with banks with original maturity of more than three months but less than 12 months	220
Margin money deposits	158
Unpaid dividend	0
	378

1. Margin money deposits represent amount given as collateral for legal cases and/or bank guarantees for disputed matters, deposit against derivative contracts and deposits given against borrowings in one of the Group’s subsidiaries.

For the purpose of the statement of cash flows, cash and cash equivalents are as follows:

As of 31 March 2022	31 March 2021
Cash and cash equivalents as per balance sheet	638
Balance held under mobile money trust	513
Bank overdraft	(304)
Cash and cash equivalents classified as held for sale (refer to note 34)	–
	847

21. Financial assets – others

Current

As of 31 March 2022	31 March 2021
Unbilled revenue	53
Claims recoverable	42
Interest accrued on investments / deposits	2
Others	27
	124

1. As of 31 March 2022, this primarily includes receivables under the Group’s tower sale agreements.
2. It predominantly includes advance given for payments service bank licence and currency swaps.

199
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

22.## 22. Borrowings

Non-current

	As of 31 March 2022	31 March 2021
Secured Term loans	50	50
Less: current portion (A)	(50)	(50)
	–	–
Unsecured Term loans	2,655	544
Non-convertible bonds	121,015	2,403
	1,670	2,947
Less: current portion (B)	(184)	(1,076)
	1,486	1,871
	1,486	1,871

Current

	As of 31 March 2022	31 March 2021
Unsecured Term loans	2,248	92
Bank overdraft	30	4
	250	552
	342
Current maturities of long-term borrowings (A + B)	234	1,126
	786	1,468

1 Includes impact of fair value hedges (refer to Note 32)
2 Includes debt origination costs

22.1 Analysis of borrowings

The details given in Notes 22.1.1, 22.1.2 and 22.2 are based on contractual cash flows before adjusting for debt origination cost and fair valuation adjustments pertaining to the Group’s fair value hedges.

22.1.1 Repayment terms of borrowings

The table below summarises the maturity profile of the Group’s borrowings:

	As of 31 March 2022	31 March 2021
Within one year	786	1,468
Between one and two years	339	680
Between two and five years	1,136	1,175
	2,261	3,323

Financial statements
200
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

22. Borrowings continued

22.1.2 Currency of borrowings

	Total borrowings	Floating rate borrowings	Fixed rate borrowings
31 March 2022	2,261	688	1,573
USD	1,773	500	1,273
Euro	72	72	–
XAF	117	–	117
XOF	91	–	91
Others	208	116	92
31 March 2021	3,323	560	2,763
USD	2,063	411	1,652
Euro	955	75	879
XAF	98	–	98
XOF	68	–	68
Others	139	74	66

22.2 Security details

The Group has taken borrowings in Airtel Networks Limited towards its working capital and capital expenditure requirements. The details of security provided are as follows:

Entity	Relation	Outstanding loan amount	Security Detail	31 March 2022	31 March 2021
Airtel Networks Limited	Subsidiary	50	Pledge of all fixed and floating assets	50	50

All non-convertible bonds 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 rateably to the holders of these bonds. All non-convertible bonds also contain 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. All non-convertible bonds are guaranteed by Bharti Airtel Limited (intermediate parent entity), for detail refer to Note 32. Such guarantee is considered an integral part of the bonds and, therefore, accounted for as part of the same unit of account.

22.3 Unused lines of credit

The below table provides details of undrawn credit facilities that are available to the Group.

	As of 31 March 2022	31 March 2021
Undrawn credit facilities	749	940

1 Excluding non-fund based facilities such as bank guarantee
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.

201
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

23. Financial liabilities – others

Non-current

	As of 31 March 2022	31 March 2021
Deferred payment liability	79	77
Payable against capital expenditure	5	11
Security deposits	2	2
Others	2	1
	88	91

Current

	As of 31 March 2022	31 March 2021
Payable against capital expenditure	247	302
Employees payables	52	46
Interest accrued but not due	29	50
Security deposit	1	12
Deferred payment liability	15	12
Dividend payable to NCI	37	3
Others	2	36
	24
	428	448

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 to related parties, other statutory dues payable, and interest received on trust bank accounts

24. Other non-financial liabilities

Non-current

	As of 31 March 2022	31 March 2021
Income received in advance	18	24
	18	24

Current

	As of 31 March 2022	31 March 2021
Taxes payable	1,171	14
Income received in advance	5	5
	176	151

1 Taxes payable includes value added tax, excise, withholding taxes and other taxes payable

Financial statements
202
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

25. Provisions

Non-current

	As of 31 March 2022	31 March 2021
Employee benefit obligations	18	18
Asset retirement obligations	1	7
Total	20	25

Current

	As of 31 March 2022	31 March 2021
Provision for sub judice matters	63	59
Employee benefit obligations	6	6
Total	69	65

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
2 This includes provision for withholding taxes on interconnect and roaming charges in one of the Group’s subsidiaries amounting to $0m (March 2021: $21m)

The movement of provision for sub judice matters is as given below:

For the year ended 31 March 2022

	Indirect taxes	Legal and regulatory cases	Total
Opening balance	40	19	59
Additions during the year	15	41	56
Reversal during the year	(2)	(29)	(31)
Utilisation during the year	(14)	(7)	(21)
Closing balance	12	51	63

1 During the year, the Group recognized a provision amounting to $25m pertaining to a probable obligation in relation to a deed of support against which the Group carries a back to back indemnity and has thus recognized a reimbursement asset of the same amount (refer to Note 18).
2 Includes reversal of $21m for settlement of a matter related to withholding taxes on interconnect and roaming charges in one of the Group’s subsidiaries.

For the year ended 31 March 2021

	Indirect tax cases	Legal and regulatory cases	Total
Opening balance	42	18	60
Additions during the year	1	11	7
Reversal during the year	(1)	(1)	(2)
Utilisation during the year	(12)	(5)	(17)
Closing balance	40	19	59

1 Includes incremental tax provision of $6m and settlement of $10m for various tax sub judice matters in one of the Group’s subsidiaries.
For details of contingent liabilities, refer to Note 29.

203
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

26. Share capital

	As of 31 March 2022	31 March 2021
Authorised shares
Ordinary shares of $0.5 each (March 2021: 3,758,151,504)	1,879	1,879
Deferred shares of $0.5 each (March 2021: 3,081,744,577)	1,541	1,541
	3,420	3,420
Issued, Subscribed and fully paid-up shares
Ordinary shares of $0.5 each (March 2021: 3,758,151,504)	1,879	1,879
	3,081,744,577
Deferred shares of $0.5 each (March 2021: 3,081,744,577)	1,541	1,541
	3,420	3,420

Terms/rights attached to equity shares
The company has following two classes of ordinary shares:

• Ordinary shares having par value of $0.5 per share. Each holder of equity shares is entitled to cast one vote per share and carry a right to dividends.
• Deferred shares of $0.5 each. These deferred shares are not listed and are intended to be cancelled in due course. No share certificates are to be issued in respect of the deferred shares. These are not freely transferable and would not affect the net assets of the company. The deferred shareholders shall have no right to receive any dividend or other distribution or return whether of capital or income. On a return of capital in a liquidation, the deferred shareholders shall have the right to receive the nominal amount of each deferred share held, but only after the holder of each Other share (i.e. shares other than the deferred shares) in the capital of the company shall have received the amount paid up upon each such Other share held and the payment in cash or in specie of £100,000 (or its equivalent in any other currency) on each such Other shares held. The company shall have an irrevocable authority from each holder of the deferred shares at any time to purchase all or any of the deferred shares without obtaining the consent of the deferred shareholders in consideration of the payment of an amount not exceeding one US cent in respect of all of the deferred shares then being purchased.

27. Other equity

a.# Retained Earnings

Retained earnings represent the amount of accumulated earnings of the company and gains/(losses) on common control transactions. The company’s distributable reserves are equal to the balance of its retained earnings of $657m (as presented on pages 225-228 in company only financial statements). The majority of the Group’s 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.

Financial statements 204
Airtel Africa plc Annual Report and Accounts 2022
Notes to consolidated financial statements continued
(All amounts are in US$ millions unless stated otherwise)

27. Other equity

b. Share premium

The aggregate difference between the par value of shares and the subscription amount is recognised as share premium.

c. Other components of equity

	As of 1 April 2020	Net losses due to foreign currency translation differences	Net gains on net investment hedge	Purchase of own shares	Employee share-based payment reserve	As of 31 March 2021
Foreign currency translation reserve	(2,259)	(129)	(11)	–	–	(2,399)
Share stabilisation reserve	70	–	–	–	–	70
Share-based payment reserve	–	–	–	0	0	0
Treasury shares	(2,252)	–	–	(4)	0	(2,396)
Total	(4,441)	(129)	(11)	(4)	0	(4,725)

	As of 01 April 2021	Net gain due to foreign currency translation differences	Transaction with NCI	Net losses on net investment hedge	Purchase of own shares	Employee share-based expenses	As of 31 March 2022
Foreign currency translation reserve	(2,399)	1	–	(8)	–	–	(2,412)
Share stabilisation reserve	70	(4)	(1)	–	–	–	71
Share-based payment reserve	0	–	–	–	–	3	3
Treasury shares	(2,396)	–	–	–	(6)	–	(2,412)
Total	(4,725)	(3)	(1)	(8)	(6)	3	(4,750)

1 It includes net FCTR gain of $5m reclassified to statement of comprehensive income on disposal of foreign tower operations in Malawi and Madagascar, refer to Note 5(d) and (e).

Treasury shares

Details of movement in treasury shares:

	For the year ended 31 March 2022	For the year ended 31 March 2021
	Number of shares (in ‘000)	Amount
Opening balance	3,699,614	4
Purchased during the year	3,741,747	6
Exercised during the year	(2,509,155)	(3)
Closing balance	4,932,206	7

27.1 Dividends

	For the year ended 31 March 2022	For the year ended 31 March 2021
Distribution to equity holders in the year:
Final dividend for the year ended 31 March 2021 of 2.5 cents (2020: 3 cents) per share	94	113
Interim dividend for the year ended 31 March 2022 of 2 cents (2021: 1.5 cents) per share	75	56
	169	169
Proposed dividend for the year ended 31 March 2022 of 3 cents (2021: 2.5 cents) per share	113	94

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed dividend is payable to all ordinary shareholders on the register of members on 24 June 2022. The payment of this dividend will not have any tax consequences for the Group.

205
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

28. Investments in subsidiaries

The details (principal place of operation / country of incorporation, principal activities and percentage ownership interest and voting power (direct / indirect) held by the Group) of subsidiaries are set out in Note 35. Summarised financial information of the principal subsidiaries having material non-controlling interests is as follows:

A. Airtel Tanzania Public Limited Company

Summarised financial position

	As of 31 March 2022	As of 31 March 2021
Assets
Non-current assets	375	321
Current assets	194	150
Liabilities
Non-current liabilities	162	531
Current liabilities	307	279
Equity	100	(339)
% of ownership interest held by NCI	49%	49%
Accumulated NCI¹	127	(145)

¹ Includes share of goodwill of $21m (March 2020: $21m)
² Includes the impact of waiver of shareholder loan by BAT BV and BAIN, refer to Note 5(c)

Summarised income statement

	For the year ended 31 March 2022	For the year ended 31 March 2021
Revenue	308	283
Net profit	150	90
Other comprehensive loss	(19)	(3)
Total comprehensive income	131	87
Total comprehensive income allocated to NCI	64	43

Summarised cash flows

	For the year ended 31 March 2022	For the year ended 31 March 2021
Net cash inflow from operating activities	124	92
Net cash outflow from investing activities	(87)	(58)
Net cash outflow from financing activities	(51)	(24)
Net cash (outflow)/inflow	(14)	10
Dividend paid to NCI during the year	3	15

³ Included in cash flow from financing activities

B. Airtel Malawi plc

Summarised financial position

	As of 31 March 2022	As of 31 March 2021
Assets
Non-current assets	126	117
Current assets	67	46
Liabilities
Non-current liabilities	72	29
Current liabilities	72	93
Equity	49	41
% of ownership interest held by NCI	20%	20%
Accumulated NCI¹	152	52

¹ Includes share of goodwill of $42m (March 2021: $43m)

Summarised income statement

	For the year ended 31 March 2022	For the year ended 31 March 2021
Revenue	170	153
Net profit	34	30
Other comprehensive loss	3	(3)
Total comprehensive income	37	27
Total comprehensive income allocated to NCI	7	5

Summarised cash flows

	For the year ended 31 March 2022	For the year ended 31 March 2021
Net cash inflow from operating activities	31	79
Net cash inflow/(outflow) from investing activities	3	(38)
Net cash outflow from financing activities	(18)	(20)
Net cash inflow	16	21
Dividend paid to NCI during the year	2	4

² Included in cash flow from financing activities

C. Airtel Mobile Commerce B.V. sub-group (i.e. including subsidiaries)

Summarised financial position

	As of 31 March 2022	As of 31 March 2021
Assets
Non-current assets	27	–
Current assets	616	–
Liabilities
Non-current liabilities	21	–
Current liabilities	456	–
Equity	166	–
% of ownership interest held by NCI	26%	–
Accumulated NCI	43	–

Summarised income statement

	For the year ended 31 March 2022	For the year ended 31 March 2021
Revenue	308	–
Net profit	93	–
Other comprehensive loss	(2)	–
Total comprehensive income	91	–
Total comprehensive income allocated to NCI	21	–

Summarised cash flows

	For the year ended 31 March 2022	For the year ended 31 March 2021
Net cash inflow from operating activities	110	–
Net cash outflow from investing activities	(75)	–
Net cash inflow from financing activities	1	–
Net cash inflow	36	–

207
Airtel Africa plc Annual Report and Accounts 2022
Financial statements

D. Airtel Networks Limited (Nigeria)

Summarised financial position

	As of 31 March 2022	As of 31 March 2021
Assets
Non-current assets	1,689	1,633
Current assets	455	180
Liabilities
Non-current liabilities	570	484
Current liabilities	785	624
Equity	789	705
% of ownership interest held by NCI	0.04%	8.26%
Accumulated NCI	0	58

Summarised income statement

	For the year ended 31 March 2022	For the year ended 31 March 2021
Revenue	1,878	1,552
Net profit	431	332
Other comprehensive loss	(6)	(43)
Total comprehensive income	425	289
Total comprehensive income allocated to NCI	0	24

Summarised cash flows

	For the year ended 31 March 2022	For the year ended 31 March 2021
Net cash inflow from operating activities	923	773
Net cash outflow from investing activities	(413)	(495)
Net cash outflow from financing activities	(462)	(120)
Net cash inflow	48	158
Dividend paid to NCI during the year	1	–

¹ Included in cash flow from financing activities

29. Contingent liabilities and commitments

	As of 31 March 2022	As of 31 March 2021
(a) Taxes, duties and other demands (under adjudication/appeal / dispute)
Income tax	18	23
Value added tax	1	30
Customs duty and excise duty	30	30
Other miscellaneous demands	9	8
	58	91
(b) Claims under legal and regulatory cases, including arbitration matters	238	82
	87	145
	157	172

There are uncertainties in the legal, regulatory and tax environments in the countries in which the Group operates and there is a risk of demands, which may be raised based on current or past business operations. Such demands have in the past been challenged and contested on merits with the relevant authorities and appropriate settlements agreed. Other than amounts provided where the Group believes there is a probable settlement and contingent liabilities where the Group has assessed the additional possible amounts, there are no other legal, tax or regulatory obligations which may be expected to be material to the financial statements. The movement in contingent liabilities during the year ended 31 March 2022 of $12m primarily comprises a reduction on account of settlement of an income tax assessment amounting to approximately $3m, closure of other miscellaneous demand amounting to approximately $3m and rest of the cases are individually immaterial.# Financial statements

Air t el Af r ic a pl c A nnu al R ep or t and A cc oun t s 2022

Notes to consolidated nancial s tate ment s cont inue d

(All am ount s are in U S$ mil lions u nles s st ated ot her wise )

29. Contingent liabilities and commitments cont inued

The c omp any and i t s subsidia ries a re cur rent ly and may b ec ome , fro m tim e to tim e , invol ved in a nu mbe r of lega l pro cee din gs, in clu ding in quir ies fro m, or d iscussi ons wi th , gove rnme nta l aut hor iti es that a re inc ide ntal to t heir o per atio ns. A s of 31 March 2022, the Grou p’s key contin gent liabilities include the follow ing:

1 Value Add ed T ax ( VA T )

• VA T Au di t 2016
  In July 20 16, one of t he subsidiar ies in the mobile ser vices busin ess made a p aymen t to anot her subsidiar y engag ed in passi ve infras tr uc ture ser vice s for all invo ice s raise d sinc e 20 13 for ren der ing towe r ser vice s. T he subs idiar y c laime d th e inpu t V A T ch arge d on th ese invo ice s. Dur ing t he des kto p V A T aud it co ndu cte d by th e tax a uth or iti es for 201 6 , th e above m enti one d V A T cr edi t was deni ed al leg ing tha t the VA T cre dit was t ime ba rre d. B ase d on th e V A T ru les , th e mobi le se r vi ces subs idiar y is of t he v iew t hat the t ime li mit atio n for cl aiming i nput V A T s tar ts fro m the year i n whic h paym ent is mad e agains t t he invoi ce. Si nce t he pay ment w as made in 201 6, t he tim e limi t for cla iming in put c redi t (by 3 1 D ec emb er of foll owi ng year) had not lapse d. In Oc tob er 201 6 , th e mob ile se r vi ces sub sidiar y recei ved a n otic e of rec over y a nd pro ce ede d to make th e 1 0 % dep osi t in orde r to init iate lit igati on . The su bsidiar y submi tte d a co mpre hensi ve let ter to t he aut hor it ies in O c tobe r 20 17 , fo r whi ch a resp onse is aw aite d fro m the t ax aut hor it ies . An am ount of $9m is i nclu de d wit hin co ntin gent l iabili ti es in resp ec t of th is mat ter . N o prov ision has b een c reate d agains t th is claim .

• VA T on sale of towe rs 2016
  One of t he G roup’s subsid iari es rec eive d a noti ce of ass essm ent of $28m by the t ax au th ori ti es in Se ptemb er 20 16, whic h alle ge d that t he sa le of tower s should have been subjec t to V A T . As per the V A T rules in that juris dic tio n, tower s should be regarde d as im movab le asset s and shou ld be subje ct to regist rat ion dut y ( whi ch was d uly paid) and exempt f rom V A T . The s ubsidia r y subm it ted a re spo nse to th e tax a uth or iti es in D ece mbe r 20 16 for which a re spo nse is awai ted f rom th e ta x aut hor it ies . Th e comp any be lieves t hat th e cur rent ass essm ent by t he ta x aut hor it ies c ontr adic t s th eir ow n posi tio n from a n earl ier ass essm ent wh ere towe rs were pr evio usly t rans fer red . An am ount of $1 0 m is inc lude d wi thin c ont inge nt liabi lit ies in res pe ct of t his mat ter . No pr ovisio n has be en create d agains t th is claim .

Claims under legal and regulator y cases, including arbitr ation matter s

1. One of the su bsidiar ies of t he G roup is in volve d in a disp ute wi th o ne of it s ven dor s, w it h resp ec t to invoic es for s er v ice s provi de d to a subsidia r y unde r a ser vice c ont rac t . Th e ori ginal o rder u nder t he c ontr ac t was issue d by th e subsidiar y for a tot al am ount of C ent ral Af ric an f ranc (CFA) 4 73 ,8 0 0,0 0 0 ( a pprox imatel y $0. 8m). In 20 1 4, t he ven dor-init iate d arbi tr atio n pro cee din gs claimi ng a sum of ap proxim ately C FA 1. 9bn ( ap proxim ately $ 3.2m) . I n mid - May 201 9, low er co ur t s imp ose d a pena lt y of CFA 35bn ( ap proximate ly $60 m), based on w hich c er t ain ba nks of the su bsidiar y were summ onse d to rele ase th e fun ds. T he subsi diar y i mme diately l od ged a n app eal in th e Supre me C our t f or a s tay of execu tio n which was granted . Subsequ entl y , the vend or led an appeal before the Co mmon Cou r t of J us tic e and A rb itr ati on ( CC JA). Quite unexp ec te dly, in Apr il 202 0 , the CCJA lif te d the Supreme Cou r t st ay of exec ut ion . In M ay 2 021, t he Comm ercia l Divisio n of th e High Cour t maint aine d new s eizures c ar rie d ou t by the Vendo r . T he subsi diar y ap peal ed an d the C our t of App eal de term inati on on t he sei zures is pe ndin g as of Ap ril 2022. In M arch 202 2 the CC JA interp reted it s judge ment of March 2 019 to indic ate that the daily penalt y could not be maintaine d af ter i t s rul ing date d 18 Novembe r 20 18. Sep aratel y , i n De cemb er 2020 the subsi diar y i nit iated c rimi nal pro ce edin gs agains t t he vend or for f rau d and de cei t ful c ond uc t . In Feb rua r y 202 1, the invest igat ing judge issue d an o rder to cease the investi gati on which was appeale d by t he Subsidiar y . In March 202 2 the Cou r t App eal quashe d the investi gati ve judge order and allowe d the invest igati on into the V e ndo r to resu me. T es t imony in the crimina l investi gatio n case happ ene d on 26 April 2022 in f ront of the criminal cour t of app eal where the hon orab le judge has fur th er re- ex amin ed the fact s from the repre sent ati ves of subsi diar y ag ains t this c ase. T he c our t w ill pr ovid e fur ther u pdate o n the up co ming p roce e dings in du e cou rse .

2. One of the su bsidiar ies of t he G roup is in volve d in a disp ute wi th o ne of it s dis tr ibu tor s, w it h respe c t to alle ge d unpai d comm issions , b onuses and bene t s , totaling approx imatel y $ 12m, over a per iod of around 1 1 years of i t s business relati onshi p with the subsidiar y . In March 2 0 12, t he dis tri buto r led a c laim agains t the subsidiar y in the High Cour t . On 4 Oc tob er 2 01 6 , the High Cour t rul ed agains t the subsidiar y a nd ordere d to pay t he claime d amount of a pprox imatel y $ 12m to the dist rib utor. On 5 Octob er 20 1 6, the subsidiar y le d an ap pea l in t he Cour t of Appea l agains t the order of the High Cour t , whic h on 2 4 July 2020 was rul ed agains t the subsidiar y. On 7 A ugus t 2020, the subsidiar y led an appeal agains t th e de cision o f the C our t of Appea l, i n the S uprem e Co ur t . Re co rd of app eal has be en t ransmi t ted to t he Sup reme C our t and br ief s of argument are currently being prepared . Despi te the stre ngt h of t he subsidiar y ’s line of de fense, as both the High Cour t a nd Cour t of App eal have rul ed agains t the subsidiar y, i t is appr opr iate to disc lose t his mat ter as c onti ngen t liabil it y for $12 m , pe ndin g the d ecisi on of th e Supre me C our t . N o prov ision has b ee n made agains t th e said c laim .

In ad dit ion to t he in divi dual mat ter s disc lose d ab ove, in t he ordi nar y c ours e of busin ess , th e Gro up is a defe ndant o r co - de fendan t in var ious litigations and claims which are immaterial individually .

Guarantees

Guar ante es out s t andin g as of 3 1 M arch 2022 and 3 1 Ma rch 202 1 a mount ing to $ 8m and $12 m , resp ec t ivel y , have b een is sue d by bank s and nanc ial inst itu tions on behal f of t he Group . These guarante es inclu de cer t ain nanc ial bank guarantee s which have be en given for sub ju dic e mat ters , th e amou nt s wit h resp ec t to th ese have b een d iscl osed u nde r cap ita l comm itm ent s , cont ing enc ies and l iabili tie s, as a ppli cab le.

(ii) Commitments

Capital commitment s

The G ro up has con tra ctua l comm itm ent s towar ds cap ita l expe ndi ture (net of relate d adva nces p aid) of $295m and $23 2m as of 3 1 Marc h 202 2 and 31 March 202 1, resp ec ti vely.

209 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Financial statements

30. Leases

( a) As a lessee

Right-of- use asset s

	202 1 / 22				2020/21
	Plant and				Plant and
	equipment	Others	Total		equipment	Others	Total
Balance at 1 April 2021	724	75	799
Additions ( net)	524	15	539		298	61	359
Transferred to assets of disposal group
classified as held for sale	–	–	–		(5)	–	(5)
Depreciation charge for the year	(199)	(12)	(211)		(172)	(11)	(183)
Foreign currency translation impact	(15)	(3)	(18)		(14)	3	(11)
Balance at 31 March 2022	1, 034	75	1, 109		724	75	799
Balance at 1 April 2020					617	22	639

Lease liabilities

	As of 31 March 2022	31 March 2021
Maturity analysis:
Less than one year	456	396
Later than one year but not later than two years	41	2348
Later than two years but not later than five years	762	721
Later than five years but not later than nine years	453	177
Later than nine years	64	48
Total undiscounted lease liabilities	2, 147	1, 690
Lease liabilities included in the statement of financial position	1, 660	1, 277

Amounts recognised in profit or loss

	For the year ended 31 March 2022	31 March 2021
Interest on lease liabilities	148	136

i. Plant and equipment
The Gro up leases passive infras tr uc ture for p rovi ding tele comm unic atio ns ser vi ces unde r composi te contra ct s whic h includ e lease of pass ive infras tr uc ture and land on which the passive infras tr uc ture is bu ilt as well as maintenance , secur it y, prov ision of energy, et c. ser v ice s. The se leases ty pic all y run for a per io d of 3 to 15 ye ars . Some leases inclu de an option to ex tend the lease mainly for an a ddi tio nal peri od of 3 to 1 0 years after the end of the init ial contr ac t term based on renegot iati on of l ease rentals . Ex tens ion optio ns are o nly inclu de d in t he lease term if the lease is reasona bly cer tain to be exte nde d.# 30. Leases (continued)

(b) As a lessor

The Group’s lease arrangements as a lessor mainly pertain to passive infrastructure (plant and equipment). Lease income from such arrangements is presented as revenue in the statement of comprehensive income.

For the year ended	31 March 2022	31 March 2021
Operating lease
Lease income recognised in profit or loss	27	37

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date:

For the year ended	31 March 2022	31 March 2021
Less than one year	4	34
One to two years	2	21
Two to three years	1	5
Three to four years	1	4
Four to five years	1	4
More than five years	3	2
Total	12	70

31. Related party disclosures

(a) List of related parties

i. Parent company
Airtel Africa Mauritius Limited

ii. Intermediate parent entities
Network i2 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 and associate refer to Note 36.

v. Other entities with whom transactions have taken place during the reporting period
a. Fellow subsidiaries
Nxtra Data Limited
Bharti Airtel Services Limited
Bharti International (Singapore) Pte Ltd
Bharti Airtel (UK) Limited
Bharti Airtel (France) SAS
Bharti Airtel Lanka (Private) Limited
Bharti Hexacom Limited

b. Other related parties
Airtel Ghana Limited (till 12 October 2021)
Singapore Telecommunications Limited

vi. Key management personnel (KMP)
a. Executive director
Olushegun Ogunsanya (since October 2021)
Raghu nath Venkateswarlu Mandava (till September 2021)
Jaideep Paul (since June 2021)

b. Non-executive directors
Sunil Bharti Mittal
Awuneba Ajumogobia
Douglas Baillie
John Danilovich
Andrew Green
Akhil Gupta
Shravin Bharti Mittal
Annika Poutiainen
Ravi Rajagopal
Kelly Bayer Rosmarin (since October 2020)
Tsega Gebreyes (since October 2021)

c. Others
Olushegun Ogunsanya (till September 2021)
Jaideep Paul (till May 2021)
Ian Ferrao
Michael Foley
Razvan Ungureanu
Luc Servi ant
Daddy Mukadi
Neelesh Singh
Ramakrishna Lella
Olivier Pognon (till 15 October 2021)
Edgar d Maidou (since 16 October 2021)
Rogany Ramiah
Stephen Nthenge
Vimal Kumar Ambat (since February 2021)
Ashish Malhotra (since October 2020)
Vinny Puri (since March 2021)
C Surendran (since August 2021)
Olubayo Adekanmbi (since December 2021)

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 2022 and 2021, respectively, are described below:

The summary of transactions with the above-mentioned parties is as follows:

Relationship	For the year ended 31 March 2022	For the year ended 31 March 2021
	Parent company	Intermediate parent entity
Sale/ rendering of services	–	13
Purchase/ receiving of services	–	19
Rent and other charges	–	1
Guarantee and collateral fee paid	–	6
Purchase of assets	–	–
Dividend paid	95	–

The outstanding balance of the above-mentioned related parties are as follows:

Relationship	As of 31 March 2022	As of 31 March 2021
	Parent company	Intermediate parent entity
Trade payables	–	10
Trade receivables	–	5
Corporate guarantee fee payable	–	3
Guarantees and collaterals taken (including performance guarantees)	–	2,000
Reimbursement asset (refer to Note 25)	–	25

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 128 to 150.

Remuneration to KMP were as follows:

For the year ended	31 March 2022	31 March 2021
Short-term employee benefits	10	8
Performance-linked incentive	3	3
Share-based payment	2	1
Other long-term benefits	2	4
Other benefits	1	1
	18	17

32. Financial risk management

The Group has liabilities in the form of borrowings, guarantees, trade and other payables as well as receivables in the form of loans, cash, deposits, trade and other receivables. These arise as a part of the business activities and operations of the Group. The business activities of the Group expose it to a variety of financial risks, namely market risks (that is, foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. Further, the Group uses certain derivative financial instruments to mitigate some of these risk exposures. The Group’s senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Group are accountable to the Board of Directors and the Audit and Risk Committee. The Group’s Finance Committee is primarily responsible for matters, including framing of policies and execution procedures as well as laying down the risk framework mechanisms for the treasury function that will help the company to achieve its strategic financial goals, balancing opportunity, prudence and initiative with risk control measures. This provides assurance to the Group that the Group’s financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Group policies and Group risk appetite. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes shall be undertaken.

Details of key risks applicable to the Group are summarised below:

• Market risk
  Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk – currency rate risk, interest rate risk and other price risks, such as equity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments. The Group’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. The Group may use derivative financial instruments such as foreign exchange forward contracts, options, currency swaps and interest rate swaps and options to manage its exposures to foreign exchange fluctuations and interest rates.

• Foreign exchange risk
  Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group transacts business in US dollars with parties of other countries and some of our strategic vendor purchases are in US dollars. The Group has foreign currency loans and foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Group may use foreign exchange options, currency swaps or forward contracts towards hedging risk resulting from changes and fluctuations in foreign currency exchange rate.The se foreign exchang e contra ct s , carr ied at fair value, may have var y ing maturi tie s dep endi ng upon the prima r y host cont rac t require ment and risk managem ent str ateg y of t he Group . The Group manages it s foreign curr enc y risk by hedgin g a ce r t ain propo r ti on of i t s foreign curre ncy exp osure, as approved by the Board as per es tab lishe d risk manageme nt polic y or highe r as co nside red appro pr iate and whe n ever nec ess ar y. This net invest men t hedge acc ount ing relatio nship as of the end of eac h year , and i t s impact s , is as follo ws:

Net inve s tment hedge

A s o f	31 Marc h 2 022	31 March 2021
Cur renc y exchange risk hedg ed	Euro to U S D	Euro to US D
Nom inal amount hed ged as at t he end of t he year	Nil	Euro 1 60 m
Nom inal amount hed ged dur ing the year	Euro 160m	Euro 1 60 m
Mature d in M a y	20 21	May 2 02 1
Nom inal value of h ed ging inst rum ent s (bor rowin gs )	195	188
Chang e in fa ir value during the year
  Hedged item	8	11
He dgin g instr umen t	(8)	(11 )
FCT R gain for c ont inuin g hedge ( cumu lati ve )	402	409
He dgin g (loss )/gain re co gnise d during the year	1	(8)
	(1 1)	1

1 T he net inve s tme nt he dge ac co unt ing has be en disc on tin ue d wit h eec t fro m 1 8 May 2021 d ue to repay me nt of the hed gin g inst ru me nt (Euro bor ro win gs)

Key source s of ine ec ti vene ss in n et invest ment hed ges inclu de redu ct ion in amount of n et asset s. Key sources of ineec ti vene ss in c ash ow hed ges incl ude redu ct ion in amount of b or rowin gs, chang es in t erms / c anc ellat ion of for ward cont rac t s and signi c ant change s in cre di t risk of eit her par t y to t he hed ging relati onship . The Group also conti nues to mitigate foreign exchang e risk by min imising cash held in loca l currenc y in it s various Op Cos , where poss ible . The Group enter s into d eri vati ve and non - de ri vative tra nsac ti ons to s ourc e foreign curren cy.

Foreign currency sens itivit y

The foll owin g table demo nst rates the sensi tiv it y in the USD and Euro acc ount balan ces to t he func t ional cur renc y of t he respe ct ive enti ties as of 3 1 Marc h 2 022 and 3 1 March 202 1, wit h all ot her varia bles hel d const ant . The impac t on the Group’s pro t before tax is due to chang es in the amou nt of mo net ar y asset s and liabilit ies due to t he impac t of c hange in foreign exchange rates , inclu ding foreign cur renc y deri vati ves . The impa ct on Group’s equit y is d ue to c hange in the fair value of int ra - grou p moneta r y items that form par t of t he net invest ment in foreign ope rati on and other foreign cur renc y monet ar y items designate d as a hed ge of t he net invest ment in foreign oper atio ns or o ur cash ow hedge s.

		213 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022
		Financial statements
		 Change in currency exchange rate
For t he y ear e nd e d 3 1 Ma rc h 2022
	US Dollars +5%	97
	–5%	(97 )
	Euro +5%	–
	–5%	–
For t he y ear e nd e d 3 1 Ma rc h 2021
	US Dollars +5%	80
	– 5%	(8 0)
	Euro +5%	34
	– 5%	( 3 4)

1 ‘+ ’ repre se nt s appr ec iat ion and ‘- ’ repre sen t s depre ci ati on in USD/ Euro aga ins t resp ec t ive fu nc ti ona l curr enc ies of subs idia ri es
2 Re pr ese nt s loss es /(gai ns) a ris ing fr om con ver sio n/ tr ansl ati on

• Interes t rate risk

Intere st rate risk is t he risk that the fair value or f utur e cash ows of a nancia l instr ume nt will uctuat e becaus e of cha nges in market interes t rates . The Group’s exposure to the risk of chan ges in market interes t rates r elates pri maril y to t he Group’s interes t bearin g debt obli gatio ns with oat ing interes t rates . Furt her, t he Group engage s in  nanc ing act ivi tie s which are depend ent on market rates and any changes in the interest rates enviro nmen t may imp ac t future rates of b or rowin g. The Gro up monitor s the interes t rate movem ent and manages the interes t rate risk base d on i t s risk managemen t polici es, whi ch inter -alia incl ude enter ing into interes t swaps contr ac ts as conside red appro pri ate and w hen ever nec ess ar y. T he Group also mainta ins a p or t fol io mix of o atin g and  xed rate debt .

As of 31 Ma rch 202 2 af ter taki ng into a cc ount the eec t of interes t rate swaps , approxim ately 70% of t he Group’s borro wings are at a xed rate of i nteres t ( 3 1 Marc h 202 1: 8 3% ). The Gro up had applie d fair value hed ge acco unti ng in t he past whic h were disconti nue d in t he year ende d 3 1 March 20 20. In a cco rdanc e with the Gro up’s a cco unti ng polic y , the adjust ment to the carr y ing amoun t of th e hedge d item is b eing amor tise d to pro t or loss over t he per iod to remaini ng maturit y of the hedge d item i.e. borr owings . The unamo r tis ed por tion of such fair v alue hed ge adjus tme nt s as on 3 1 March 202 2 is defer re d gain of $1 6 m ( 3 1 March 202 1: deferre d gain of $21 m).

Interest r ate sensiti vit y of bor rowing s

Wi th all other variabl es held cons ta nt , the followin g table demo nst rates the sensi ti vit y to a reaso nably pos sible chang e in i nteres t rates on oat ing rate por t ion of loans and b or rowin gs afte r conside ring the impa ct of interest rate swaps , where ver applic abl e, based on the out s tan ding amou nt of su ch borro wings as of 31 Marc h 2022 an d 3 1 Marc h 202 1.

		Interest ra te s ensitivity	E e c t on pro t before tax
		Increase ‘ +’ / decrease ‘-’ in basis points
For t he y ear e nd e d 3 1 Ma rc h 2022
	US Dollar – borrow ings +1 0 0	5
	–10 0	(5)
	Ot her cur renc y – b or rowin gs +1 0 0	2
	–10 0	(2)
For t he y ear e nd e d 3 1 Ma rc h 2021
	US Dollar – borrow ings +1 0 0	4
	–10 0	(4)
	Ot her cur renc y – b or rowin gs +1 0 0	1
	–10 0	(1)

1 Re pr ese nt s loss es /(gai ns) a ris ing fr om inc reas e/dec reas e of intere st rat es

The assum ed movemen t in basis poi nt s for in teres t rate sensiti vit y analys is i s based on the movement s in t he interes t rates histor ic ally and prevailing market e nvironment .

214 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022 Financial statements 2022 Notes to consolidated nancial s tate ment s cont inue d (All amount s are in U S$ millions unle ss sta ted other wise )

32. Financial risk management continued

• Credit risk

Cred it risk is t he risk that a co unter-par ty will not meet it s obligati ons under a nancial inst rum ent or custom er contr ac t , leading to a nan cial loss . The Gro up is ex pos ed to c red it risk from its op erat ing act ivi tie s, pri maril y from trad e receiva bles but also from cash , other bank s balances , der ivat ive nancia l instr ume nts and other nan cial recei vabl es .

T rade receivables

T r ade rece ivab les are typi call y non- inte res t bearin g unsecure d and derive d from sales made to a large number of i nde pen dent cus tomer s . As the cus tome r base is widely dis tri bute d both eco nomi call y and geogra phic all y , the re is no con cent rat ion of cre dit risk . As inde pen dent cre dit ratin gs of cus tom ers is not av ailabl e. The Grou p reviews the credi t-wor thine ss of i t s custome rs base d on t heir nanc ial posi tio n, past exp eri enc e, ageing and other fac tor s. Cred it risk related to tra de recei vabl es is mana ge d/miti gated by each business unit in acc ordan ce wit h the polici es and proce dures est abl ishe d by the Group, by sett ing appro pri ate paym ent terms and credi t perio d, and by s et tin g and m oni tori ng internal limi ts on exposur e to ind ivid ual cus tome rs . The credi t perio d provide d by t he Group to its cus tomer s gener ally rang es from 1 4 -3 0 days. The Gro up uses an a ge - base d provision pol icy to measure the expec ted cre dit loss of tra de recei vabl es , which compr ise a ver y large numbe rs of small balances . Refer to N ote 1 9 for details on the impair ment of trade rece ivab les .

Bas ed on the indust r y prac tic es and the business enviro nme nt in w hich the Gro up operate s, manage ment consi der s trade rece ivab les are cre dit impaire d if the payment s are more than 27 0 days past due in case of intercon nec t custo mer s and 90 days past due in ot her case s. In deter mining the amou nt of imp air ment , manage ment consid ers the col latera l against such rece ivab les and any a mount payab le to such cus tome rs .

The foll owin g table deta ils the risk prole of gross tra de recei vabl es based on the Group’s prov ision poli cy :

	No t pa s t du e	Pa st d ue
	Less tha n 30d ay s	30 t o 6 0 day s	6 0 to 9 0 d ay s	Above 90 d ay s	T otal
T r a d e rece ivab les as o f 3 1 Marc h 2022	15	28	8	4	24	83
T r a d e rece ivab les as o f 3 1 Marc h 2021	18	31	13	9	226	297

The gross car r y ing amount of the trade recei vable is wr it te n o ( eit her par t ially or in ful l) to th e extent that there is no rea lis tic prosp ec t of rec over y. T his is g ene rall y the cas e when the Group deter mines that the debto r does not h ave assets or source s of in com e that c oul d generate su cien t cash ows to rep ay the amount due. Where the trad e receiv able has been wri t ten o, th e Group cont inues to engage in enforcem ent ac tiv it y to at tem pt to re cover the rec eivab le due. Where rec overi es are ma de, the se are r eco gnise d in pro t and loss.

Ot her nanc ial instr umen ts and cash deposi t s

The Gro up’s t reasur y , in acc ordan ce wit h the Board approve d polic y , maint ains it s cash and cash equi vale nt s and d epo sit s and enters into der ivat ive nancia l instr ume nts – with bank s, nanc ial and other inst itu tio ns, having goo d reput atio n and pas t track reco rd, and high/soverei gn cre dit rati ng.# Financial statements

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

As of 31 March 2022

	Carrying amount	On demand	Less than 6 months	6 to 12 months	1 to 2 years	> 2 years	Total
Interest bearing borrowings¹	12,301	256	542	108	418	1,164	2,488
Lease liabilities²	1,660	–	24	421	212	412	1,279
Put option liability	579	–	–	–	–	–	579
Financial derivatives	9	–	27	–	–	–	9
Other financial liabilities	488	–	391	16	21	109	537
Trade payables	404	–	404	–	–	–	404
Mobile money wallet balance	496	496	–	–	–	–	496
Total	5,937	752	1,583	343	851	3,131	6,660

As of 31 March 2021

	Carrying amount	On demand	Less than 6 months	6 to 12 months	1 to 2 years	> 2 years	Total
Interest bearing borrowings¹	13,389	133	1,170	217	896	1,251	3,667
Lease liabilities²	1,277	–	229	16	834	945	1,690
Financial derivatives	13	–	6	1	3	–	13
Other financial liabilities	489	–	392	12	20	122	546
Trade payables	366	–	366	–	–	–	366
Mobile money wallet balance	432	432	–	–	–	–	432
Total	5,966	565	2,163	398	1,267	2,321	6,714

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.

The derivative financial instruments disclosed in the above table represent fair values of the instruments. However, those amounts may be settled gross or net.

Reconciliation of liabilities whose cash flow movements are disclosed as part of financing activities in the statement of cash flows:

Statement of cash flow line items	1 April 2021	Cash flow	Non-cash movements	Interest and other finance charges	Foreign exchange loss/(gain)	Lease liability additions	Fair value changes	Foreign currency translation reserve	Others	31 March 2022
Borrowings¹
Proceeds/repayment of borrowings	3,089	(1,142)	–	28	–	(5)	(2)	(0)		1,968
Lease liability
Repayment of lease liability	1,277	(405)	148	–	651	–	(11)			1,660
Derivative assets net
Proceeds/repayment of borrowings	–	(9)	–	9	–	–	–			–
Interest accrued but not due
Interest and other finance charges paid	50	(215)	181	–	–	13	–			29

Statement of cash flow line items	1 April 2020	Cash flow	Non-cash movements	Interest and other finance charges	Foreign exchange loss/(gain)	Lease liability additions	Fair value changes	Foreign currency translation reserve	Liabilities of disposal group classified as held for sale	Others	31 March 2021
Borrowings¹
Proceeds/repayment of borrowings	2,892	142	–	64	–	(6)	(3)	–	0		3,089
Lease liability
Repayment of lease liability	1,169	(343)	136	–	330	–	(8)	(7)	–		1,277
Derivative assets net
Proceeds/repayment of borrowings	–	(3)	–	3	–	–	–				–
Interest accrued but not due
Interest and other finance charges paid	52	(181)	170	–	–	9	–				50

¹ This does not include bank overdraft.

Capital management

Capital includes equity attributable to the equity holders of the company. The primary objective of the Group’s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31 March 2022 and 2021.

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 229 to 231.

	For the year ended 31 March 2022	31 March 2021
Long-term borrowings, net of current portion	1,486	1,871
Short-term borrowings and current portion of long-term borrowings	786	1,468
Lease liabilities	1,660	1,277
Adjusted for:
Cash and cash equivalents (refer to Note 20)	(638)	(813)
Term deposits with banks (refer to Note 20)	(220)	(257)
Margin money deposits (refer to Note 20)	(122)	–
Processing costs related to borrowings	5	5
Fair value hedge adjustment (refer to Note 32)	(16)	(21)
Net debt	2,941	3,530
Underlying EBITDA	2,311	1,792
Underlying EBITDA	2,311	1,792
Leverage ratio	1.3	2.0

33. Fair value of financial assets and liabilities

The category wise details as to the carrying value, fair value and the level of fair value measurement hierarchy of the Group’s financial instruments are as follows:

	Carrying value as of	Fair value as of	31 March 2022	31 March 2021	31 March 2022	31 March 2021
Financial assets
FV TPL
Derivatives
– Forward and option contracts	Level 2	2	12	2	12
– Currency swaps and interest rate swaps	Level 2	3	0	3	0
– Cross currency swaps	Level 3	1	1	1	1
Other bank balances	Level 2	16	–	16	–
Investments	Level 2	0	0	0	0
Amortised cost
Trade receivables		123	113	123	113
Cash and cash equivalents		638	813	638	813
Other bank balances		362	282	362	282
Balance held under mobile money trust		513	440	513	440
Other financial assets		131	83	131	83
Total		1,789	1,744	1,789	1,744
Financial liabilities
FV TPL
Derivatives
– Forward and option contracts	Level 2	4	6	4	6
– Currency swaps and interest rate swaps	Level 2	0	2	0	2
– Cross currency swaps	Level 3	4	3	4	3
– Embedded derivatives	Level 2	1	1	1	1
Amortised cost
Borrowings – fixed rate	Level 1	1,015	2,403	1,016	2,479
Borrowings – fixed rate	Level 2	267	100	264	98
Put option liability	Level 3	579	–	579	–
Borrowings		990	836	990	836
Trade payables		404	366	404	366
Mobile money wallet balance		496	432	496	432
Other financial liabilities		516	539	516	539
Total		4,276	4,688	4,274	4,762

The following methods/assumptions were used to estimate the fair values:

• The carrying value of bank deposits, trade receivables, trade payables, short-term borrowings, other current financial assets and liabilities approximate their fair value mainly due to the short-term maturities of these instruments.
• Fair value of quoted financial instruments is based on quoted market price at the reporting date.
• The fair value of non-current financial assets, long-term borrowings and other financial liabilities is estimated by discounting future cash flows using current rates applicable to instruments with similar terms, currency, credit risk and remaining maturities.
• The fair values of derivatives are estimated by using pricing models, wherein the inputs to those models are based on readily observable market parameters. The valuation models used by the Group reflect the contractual terms of the derivatives (including the period to maturity), and market-based parameters such as interest rates, foreign exchange rates, volatility, etc. These models do not contain a high level of subjectivity as the valuation techniques used do not require significant judgment and inputs thereto are readily observable.# Fair Value Measurement

• The fair value of the put option liability to buy back the stake held by non-controlling interest in AMC BV (refer to Note 5(g)) 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 outflows are estimated by determining the projected equity valuation of the AMC BV at the end of 48 months and applying a cap thereon. During the year ended 31 March 2022 and year ended 31 March 2021 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 2022 and 31 March 2021:

Financial assets/liabilities	Inputs used
Currency swaps, forward and option contracts, and other bank balances	Forward foreign currency exchange rates, interest rates
Interest rate swaps	Prevailing / forward interest rates in market, interest rates
Embedded derivatives	Prevailing interest rates in market, inflation rates
Other financial assets / fixed rate borrowings/other financial liabilities	Prevailing interest rates in market, future payouts, interest rates

Reconciliation of fair value measurements categorised within Level 3 of the fair value hierarchy

Financial Assets / (Liabilities) (net)

Cross currency swaps (CCS)

	For the year ended 31 March 2022	For the year ended 31 March 2021
Opening balance	(3)	–
Issuance	–	1
Recognised in finance costs in profit and loss (unrealised)	2	(3)
Closing balance	(3)	–

1 The Group during the year ended 31 March 2021 had entered into a Cross Currency Swap (CCS) in one of its subsidiaries, which was accounted for as FV TPL. The fair value of CCS was 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 was not available, the interest rates were considered to be significant unobservable inputs to the valuation of this CCS.

2 These amounts represent the amounts recognised in the financial statements during the year excluding the initial recognition deferment impact.

Put option liability (refer to Note 5(g))

	For the year ended 31 March 2022	For the year ended 31 March 2021
Opening balance	–	–
Liability recognised by debiting transaction with NCI reserve	575	–
Recognised in finance costs in profit and loss (unrealised)	4	–
Closing balance	579	–

Airtel Africa plc Annual Report and Accounts 2022 Financial statements

34. Assets and liabilities held for sale

Assets and liabilities of disposal groups held for sale at 31 March 2021 related to our telecommunication tower subsidiary in Madagascar (part of Francophone Africa segment) and 162 towers and related liabilities in Rwanda (part of East Africa segment). During the year ended 31 March 2022, the sale of 162 towers in Rwanda and tower company in Madagascar has been completed and thus the related assets and liabilities held for sale have been de-recognised. The disposal groups were stated at their carrying values and comprised the following assets and liabilities:

As of 31 March 2022	As of 31 March 2021
Assets of disposal group classified as held for sale
Property, plant and equipment	–
Capital work-in-progress	–
Right-of-use assets	–
Income tax assets	–
Deferred tax assets	–
Trade receivables	–
Cash and cash equivalents	–
Loans and security deposits	–
Other current assets	–
Total Assets	–
Liabilities of disposal group classified as held for sale
Lease liabilities	–
Provisions	–
Deferred tax liabilities	–
Trade payables	–
Other current liabilities	–
Total Liabilities	–

As of 31 March 2022, the cumulative other comprehensive income relating to the disposal group classified as held for sale is Nil (as of 31 March 2021: other comprehensive loss of $4m).

Financial statements

220 Airtel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

35. Companies in the Group and associate

Information of the Group’s directly and indirectly held subsidiaries and associate are as follows:

Details of subsidiaries:

S. no.	Name of subsidiary	Principal place of business and registered office address	Principal activities	Holding Proportion of ownership interest %	As of 31 March 2022	As of 31 March 2021
1	Airtel Mobile Commerce Services Limited	The Oval, Ring Road, Parklands, P.O. Box 96200 – G.P.O. Nairobi, Kenya	Support services	Ordinary	74.23	–
2	Airtel (Seychelles) Limited	Airtel House, Josephine Cafrine Road, Perseverance, P.O. Box 1358, Victoria, Mahe, Seychelles	Telecommunication services	Ordinary	100	100
3	Airtel Congo RDC S.A.	130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo	Telecommunication services	Ordinary	98.50	98.50
4	Airtel Congo S. A.	2 ème Etage de L’Immeuble SCI Monte Cristo, Rond-Point de la Gare, Croisement de l’Avenue Orsy et de Boulevard Denis Sassou Nguess o, 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 LLP	4 Plot No. 5, Sector 34, Gurugram, Haryana – 122001, India	Support services	Ordinary	100	100
7	Air tel Madagascar S.A.	Immeuble S, lot II J 1 AA, Morarano Alarobia – 101 Antananarivo – Madagascar	Telecommunication services	Ordinary	100	100
8	Airtel Malawi Public Limited Company	Airtel Complex, Off Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi	Telecommunication services	Ordinary	80	80
9	Airtel Mobile Commerce (Kenya) Limited	LR 209 /11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146 - 00200, Nairobi, Kenya	Mobile commerce services	Ordinary	74.23	–
10	Airtel Mobile Commerce Rwanda Ltd	Airtel Building, Remera, KG 17 Ave, Kigali, Rwanda	Mobile commerce services	Ordinary	74.23	100
11	Airtel Mobile Commerce (Seychelles) B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
12	Airtel Mobile Commerce (Seychelles) Limited	Airtel House, Josephine Cafrine Road, Perseverance, P.O. Box 1358, Victoria, Mahe, Seychelles	Mobile commerce services	Ordinary	74.23	100
13	Airtel Mobile Commerce (Tanzania) Limited	Airtel House, Block 41, Corner of Ali Hassan Mwinyi Road /Kawawa Road, Kinondoni District P.o. Box 9623, Dar es Salaam, Tanzania	Mobile commerce services	Ordinary	74.23	100
14	Airtel Mobile Commerce B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
15	Airtel Mobile Commerce Congo B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
16	Airtel Mobile Commerce Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
17	Airtel Mobile Commerce Kenya B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
18	Airtel Mobile Commerce Limited	Airtel Complex, Off Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi	Mobile commerce services	Ordinary	74.23	100
221 Airtel Africa plc Annual Report and Accounts 2022 Financial statements
S. no.	Name of subsidiary	Principal place of business and registered office address	Principal activities	Holding Proportion of ownership interest %	As of 31 March 2022	As of 31 March 2021
19	Airtel Mobile Commerce Madagascar B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
20	Airtel Mobile Commerce Madagascar S.A.	Immeuble S, lot II J 1 AA, Morarano Alarobia – 101 Antananarivo – Madagascar	Mobile commerce services	Ordinary	74.23	100
21	Airtel Mobile Commerce Malawi B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
22	Airtel Mobile Commerce Nigeria B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
23	Airtel Mobile Commerce Nigeria Limited	Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria	Mobile commerce services	Ordinary	100	91.74
24	Airtel Mobile Commerce Rwanda B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
25	Airtel Mobile Commerce Tchad B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100
26	Airtel Mobile Commerce Tchad S.A.	Rue du Commandant Galyam Nég al, Immeuble du Cinéma Etoile, B.P. 5665, N’ Djaména, Tchad	Mobile commerce services	Ordinary	74.23	100
27	Airtel Mobile Commerce Uganda B.V.	# 3. Companies in the Group and associate continued

223 Air tel Africa plc Annual Report and Accounts 2022

Notes to consolidated financial statements continued

(All amounts are in US$ millions unless stated otherwise)

S. no.	Name of subsidiary	Principal place of business and registered office address	Principal activities	Holding	Proportion of ownership interest %	As of 31 March 2022	31 March 2021
28	Air tel Mobile Commerce Uganda Limited	Air tel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda	Mobile commerce services	Ordinary	74.23	100	28
29	Air tel Mobile Commerce Zambia B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100	29
30	Air tel Mobile Commerce Zambia Limited	Air tel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia	Mobile commerce services	Ordinary	74.23	100	30
31	Air tel Money RDC S.A.	6ème étage, 130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo	Mobile commerce services	Ordinary	74.23	98.50	31
32	Air tel Money Niger S.A.	2054 Route de l’Aéroport, B.P. 11922, Niamey, Niger	Mobile commerce services	Ordinary	66.81	90	32
33	Air tel Money S.A.	124, Avenue Bouët B.P. 23899, Libreville, Gabon	Mobile commerce services	Ordinary	74.23	100	33
34	Air tel Money Tanzania Limited	Air tel House, Block 41, Corner of Ali Hassan Mwinyi Road / Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania	Mobile commerce services	Ordinary	51	51	34
35	Air tel Money Transfer Limited	LR 209 / 11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146 - 00200, Nairobi, Kenya	Mobile commerce services	Ordinary	100	100	35
36	Air tel Money Trust	Air tel Complex, Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi	Mobile commerce services	Ordinary	–	100	36
37	Air tel Networks Kenya Limited	LR 209 / 11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146 - 00200, Nairobi, Kenya	Telecommunication services	Ordinary and Preference	100	100	37
38	Air tel Networks Limited	Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria	Telecommunication services	Ordinary	100	91.7	38
39	Air tel Networks Zambia plc	Air tel House, Stand 2375, Addis Ababa Drive, Lusaka, Zambia	Telecommunication services	Ordinary	96.36	96.36	39
40	Air tel Rwanda Limited	Air tel Building, Remera, KG 17 Ave, Kigali, Rwanda	Telecommunication services	Ordinary	100	100	40
41	Air tel Tanzania Public Limited Company	Air tel House, Block 41, Corner of Ali Hassan Mwinyi Road / Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania	Telecommunication services	Ordinary	51	51	41
42	Air tel Tchad S.A.	Rue du Commandant Galyam Négal, Immeuble du Cinéma Etoile, B.P. 5665, N’Djaména, Tchad	Telecommunication services	Ordinary	100	100	42
43	Air tel Uganda Limited	Air tel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda	Telecommunication services	Ordinary	100	100	43
44	Bharti Airtel Africa B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	44
45	Bharti Airtel Chad Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	45
46	Bharti Airtel Congo Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	46
47	Bharti Airtel Developers Forum Limited	Stand No. 2375, Corner of Great East / Addis Ababa Road, Lusaka, Zambia	Investment Company	Ordinary	96.36	96.36	47
48	Bharti Airtel Gabon Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	48
49	Bharti Airtel International (Netherlands) B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	49
50	Bharti Airtel Kenya B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	50
51	Bharti Airtel Kenya Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	51
52	Bharti Airtel Madagascar Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	52
53	Bharti Airtel Malawi Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	53
54	Bharti Airtel Mali Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	54
55	Bharti Airtel Niger Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	55
56	Bharti Airtel Nigeria B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	56
57	Bharti Airtel Nigeria Holdings II B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	57
58	Bharti Airtel RDC Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	58
59	Bharti Airtel Rwanda Holdings Limited	C/o Ocrorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cyber city, Ebène, 72201, Republic of Mauritius	Investment Company	Ordinary	100	100	59
60	Bharti Airtel Services B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	60
61	Bharti Airtel Tanzania B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	61
62	Bharti Airtel Uganda Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	62
63	Bharti Airtel Zambia Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	63
64	Celtel (Mauritius) Holdings Limited	C/o Ocrorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cyber city, Ebène, 72201, Republic of Mauritius	Investment Company	Ordinary	100	100	64
65	Celtel Niger S.A.	2054 Route de l’Aéroport, B.P. 11922, Niamey, Niger	Telecommunication services	Ordinary	90	90	65
66	Channel Sea Management Company (Mauritius) Limited	C/o Ocrorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cyber city, Ebène, 72201 Republic of Mauritius	Investment Company	Ordinary	100	100	66
67	Congo DRC Towers S.A.	130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo	Infrastructure sharing services	Ordinary	100	100	67
68	Gabon Towers S.A.	2124 Avenue Bouët, B.P. 9259, Libreville, Gabon	Infrastructure sharing services	Ordinary	100	100	68
69	Indian Ocean Telecom Limited	28 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands	Investment Company	Ordinary	100	100	69
70	Madagascar Towers S.A.	3 Immeuble S, lot IIJ1AA, Morarano Alarobia – 101 Antananarivo – Madagascar	Infrastructure sharing services	Ordinary	–	100	70
71	Malawi Towers Limited	3 Air tel Complex, Convention Drive, City Centre, P.O. Box 57, Lilongwe, Malawi	Infrastructure sharing services	Ordinary	–	100	71
72	Mobile Commerce Congo S.A.	2ème Etage de L’Immeuble SCI Monte Cristo, Rond-Point de la Gare, Croisement de l’Avenue Orsy et de Boulevard Denis Sassou Nguesso, Centre Ville, B.P. 1038, Brazzaville, Congo	Mobile commerce services	Ordinary	74.23	100	72
73	Montana International	C/o Ocrorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cyber city, Ebène, 72201, Republic of Mauritius	Investment Company	Ordinary	100	100	73
74	Partnership Investments S.A.R.L.	130 b, Avenue Kwango, Gombe, B.P. 1201, Kinshasa 1, République Démocratique du Congo	Investment Company	Ordinary	100	100	74
75	Société Malgache de Téléphone Cellulaire S.A.	C/o Ocrorian Corporate Services (Mauritius) Limited, 6th Floor, Tower A, 1 Cyber city, Ebène, 72201, Republic of Mauritius	Investment Company	Ordinary	100	100	75
76	Tanzania Towers Limited	Air tel House, Block 41, Corner of Ali Hassan Mwinyi Road / Kawawa Road, Kinondoni District, P.O. Box 9623, Dar es Salaam, Tanzania	Infrastructure sharing services	Ordinary	–	51	76
77	Air tel Africa Services (UK) Limited	4 First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom	Support services	Ordinary	100	100	77
78	Air tel Digital Services Holdings B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	100	100	78
79	Air tel Mobile Commerce DRC B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100	79
80	Air tel Mobile Commerce Gabon B.V.	Overschiestraat 65, 1062 XD Amsterdam, The Netherlands	Investment Company	Ordinary	74.23	100	80

(All amounts are in US$ millions unless stated otherwise)

S. no.	Name of subsidiary	Principal place of business and registered office address	Principal activities	Proportion of ownership interest 1 %	As of 31 March 2022	31 March 2021
82	Airtel Money Kenya Limited	LR 209 /11880, 7th Floor, Parkside Towers, Mombasa Road, P.O. Box 73146 - 00200, Nairobi, Kenya	Mobile commerce services	Ordinary	74.23	100
83	Smartcash Payment Service Bank Limited	Plot L2, 401 Close, Banana Island, Ikoyi, Lagos, Nigeria	Mobile commerce services	Ordinary	74.23	–
84	Airtel Africa Telesonic Holdings Limited	4 First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom	Investment Company	Ordinary	100	–
85	Airtel Money Trust Fund	Airtel Towers, Plot 16-A, Clement Hill Road, Nakasero, P.O. Box 6771, Kampala, Uganda	Mobile commerce services	Ordinary	74.23	–
86	Airtel Africa Telesonic Limited	First Floor, 53/54 Grosvenor Street, London W1K 3HU, United Kingdom	Support services	Ordinary	100	–
87	The Registered Trustees of Airtel Money Trust Fund	Airtel House, 5th Floor, Corner Ali Hassan Mwinyi/8 Kahawa Road, P.O. Box 9623, Dar es Salaam, Tanzania	Mobile commerce services	Ordinary	51	–

1 Companies proportion of voting power held is same as proportion of ownership interest held
2 Under dissolution as on 31 March 2022
3 Sold during the year
4 Direct subsidiaries

Details of associates:

S. no.	Name of subsidiary	Principal place of business and registered office address	Principal activities	Proportion of ownership interest 1 %	As of 31 March 2022	31 March 2021
1	Seychelles Cable Systems Company Limited	Caravelle House, 3rd Floor, Victoria, Mahe, Seychelles	Submarine cable system	Ordinary	26	26

36. 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 cents per share on 10 May 2022.
• In April 2022, one of the Group’s subsidiaries, SMARTCASH Payment Service Bank limited, has received the final approval from the Central Bank of Nigeria for a full Payment Service Bank (PSB) licence affording the Group the opportunity to deliver a full suite of mobile money services in Nigeria.
• In April 2022, one of the Group’s subsidiaries, Airtel Mobile Commerce Nigeria Ltd, has been awarded with full super agent licence by the Central Bank of Nigeria. The licence allows the Group to create an agency network that can service the customers of licensed Nigerian banks, payment service banks and licensed mobile money operators in Nigeria.

---

Company Statement of Financial Position

(All amounts are in US$ thousands)

As of 31 March 2022		31 March 2021
Assets
Non-current assets
Property, plant and equipment	163	235
Capital work-in-progress	51	41
Right-of-use assets	396	584
Investment in subsidiary undertakings	3,533,231	3,533,231
Other non-current assets	371	540
Financial assets – Loan receivables	2,689	14,129
– Others	16	16
	3,946,917	3,548,776
Current assets
Financial assets – Cash and cash equivalents	631,028	471,925
– Other bank balances	100,000	236,000
– Others	5,300	3,872
Other current assets	849	670
	737,177	712,467
Total assets	4,084,094	4,261,243
Current liabilities
Financial liabilities – Lease liabilities	307	289
– Trade and other payables	4,387	3,262
– Others	1,159	–
	5,853	3,551
Net current assets /(liabilities )	131,324	708,916
Non-current liabilities
– Lease liabilities	165	433
– Others	–	38
	165	471
Total liabilities	6,018	4,022
Net assets	4,078,076	4,257,221
Equity
Share capital	3,419,948	3,419,948
Retained earnings	1,656,497	833,836
Other reserves	21,631	3,437
Equity attributable to owners of the company	4,078,076	4,257,221

Note:

1 The loss for the financial year dealt with in the financial statements of the company is $7,344,000 (March 2021: loss of $6,310,000)
2 Comprises share-based payment reserve and share stabilisation reserve

The company only financial statements of Airtel Africa plc (company registration number: 11462215) on pages 151 to 228 were approved by the Board of directors and authorised for issue on 10 May 2022. They were signed on its behalf by:

Olusegun Ogunsanya
Chief executive officer
10 May 2022

---

Company Statements of Changes in Equity

(All amounts are in US Dollar thousands, unless stated otherwise)

	Share capital	Retained earnings	Other reserves	Equity attributable to owners of the company
	No of shares 2	Amount	Share-based payment reserve	Others
As of 1 April 2020	6,839,896,081	3,419,948	1,009,303	258
Loss for the year	–	–	(6,310)	–
Total comprehensive loss	–	(6,310)	–	–
Employee share-based payment reserve	–	–	(40)	–
Purchase of own shares	–	–	–	–
Dividend to owners of the Company 1	–	–	(169,117)	–
As of 31 March 2021	6,839,896,081	3,419,948	833,836	258
Loss for the year	–	–	(7,344)	–
Total comprehensive loss	–	(7,344)	–	–
Employee share-based payment reserve	–	–	(878)	–
Purchase of own shares	–	–	–	–
Dividend to owners of the Company 1	–	–	(169,117)	–
As of 31 March 2022	6,839,896,081	3,419,948	656,497	258

1 Refer to Note 5(a) and 5(b) of the consolidated financial statements
2 Includes ordinary and deferred shares, refer to Note 26 of the consolidated financial statements

---

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 publicly 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, with all values rounded to the nearest thousand (US$ thousands) except when otherwise indicated. Further, amounts which are less than half a thousand are appearing as ‘0’.

As per permitted by Section 408(3) of the Companies Act 2006, no profit and loss account of the company is presented. There are no subsequent events other than disclosed in Note 36 to the consolidated financial statements.

As per 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
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted-average exercise prices of share options).

Where required, equivalent disclosures are given in the consolidated financial statements. The company financial statements have been prepared on a going concern and historical cost basis except for financial instruments that are measured at fair values at the end of each reporting period.

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 less provision for impairment.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 judgements that would have a significant effect on the amount recognised in the company financial statements. Company’s investment in subsidiaries are reviewed for indicators of impairment and there were no indicators of impairment as of 31 March 2022. For details on the Group impairment review, refer to Note 15 of the consolidated financial statements.

1. Employee expenses

The average monthly number of employees during the year was eight (March 2021: nine).

	For the year ended 31 March 2022	31 March 2021
Salaries	1,658	1,219
Bonuses	276	574
Others	156	19
	2,090	1,812

1. Investment in subsidiary undertakings

	As of 31 March 2022	31 March 2021
Cost
Opening balance	3,533,231	3,533,231
Additions	0	–
Carrying cost at 31 March	3,533,231	3,533,231
Bharti Airtel International (Netherlands) B.V.	3,532,758	3,532,758
Airt el International LLP	473	473
Airtel Africa Services (UK) Limited	0	0
Airtel Africa Telesonic Holdings Limited	0	–

For details of subsidiary undertakings, refer to Note 35 of the consolidated financial statements.

Notes to company only financial statements
(All amounts are in US Dollar thousands, unless stated otherwise)
Financial statements 228
Airtel Africa plc Annual Report and Accounts 2022
Notes to company only financial statements continued
(All amounts are in US$ millions unless stated otherwise)

1. Loan receivables

	As of 31 March 2022	31 March 2021
Opening balance	14,129	98,500
Additions	1,426,384	64,939
Repayment	(1,027,824)	(149,310)
Balance at 31 March	412,689	14,129
Bharti Airtel International (Netherlands) B.V.	386,600	14,129
Airtel Africa Services (UK) Limited	26,089	–

1 The loan is unsecured, bears interest at the rate of three months LIBOR+ 2.25% per annum with a maturity date of 25 March 2027. The credit facility is denominated in US$.
2 The loan is unsecured, bears interest at the rate of three months LIBOR+ 2% per annum with a maturity date of 31 December 2026. The credit facility is denominated in US$.

1. Cash and bank balances

Cash and cash equivalents

	As of 31 March 2022	31 March 2021
Cash at bank in current accounts	31,028	321,925
Bank deposits with original maturity of three months or less	–	150,000
	31,028	471,925

Other bank balances

	As of 31 March 2022	31 March 2021
Term deposits with banks with original maturity of more than three months but less than 12 months	100,000	236,000
	100,000	236,000

1. Trade and other payables

	As of 31 March 2022	31 March 2021
Legal and professional expenses payable	14,034	2,882
Employees bonuses payable	255	364
Dividend payable	24	16
Administrative and other payable	74	–
	4,387	3,262

1 The auditor’s remuneration for the current year in respect of audit and audit-related services was $46,000 (March 2021: $38,000).

1. Share capital

Refer to Note 26 of consolidated financial statements.

1. Related party disclosure

Refer to Note 31 of consolidated financial statements.

1. Guarantees

Guarantees outstanding as of 31 March 2022 and 31 March 2021 amounting to $160m and $121m, respectively, have been issued for external loans taken by the Group’s subsidiaries.

Alternative Performance Measures (APMs)

Introduction

In the reporting of financial information, the directors have adopted various APMs. These measures are not defined by International Financial Reporting Standards (IFRS) and therefore may not be directly comparable with other companies’ APMs, including those in the Group’s industry. APMs should be considered in addition to, and are not intended to be a substitute for, or superior to, IFRS measurements.

Purpose

The directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group. APMs are also used to enhance the comparability of information between reporting periods and geographical units (such as like-for-like sales), by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance. Consequently, APMs are used by the directors and management for performance analysis, planning, reporting and incentive-setting purposes. The directors believe the following metrics to be the APMs used by the Group to help evaluate growth trends, establish budgets and assess operational performance and efficiencies. These measures provide an enhanced understanding of the Group’s results and related trends, therefore increasing transparency and clarity into the core results of the business. The following metrics are useful in evaluating the Group’s operating performance:

| APM | Closest equivalent IFRS measure | Adjustments to reconcile to IFRS measure | Table reference | Definition and purpose # Other Information

APM - Closest equivalent IFRS measure

Table D: 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 ongoing tax rate across the Group. Exceptional tax items or any tax arising on exceptional items are additional specific items that, because of their size, nature or incidence in the results, are considered to hinder comparison of the Group’s performance on a period-to-period basis and could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted to arrive at effective tax rate. Foreign exchange rate movements are specific items that are non-tax deductible in a few of the entities which are loss making and 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.

Table E: The Group defines underlying profit/(loss) after tax as profit/(loss) for the period adjusted for exceptional items. The directors view underlying profit/(loss) after tax to be a meaningful measure to analyse the Group’s profitability. Exceptional items are additional specific items that, because of their size, nature or incidence in the results, are considered to hinder comparison of the Group’s performance on a period-to-period basis and could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted to arrive at underlying profit/(loss) after tax.

Table F: The Group defines earnings per share before exceptional items as profit/(loss) for the period before exceptional items attributable to owners of the company divided by the weighted average number of ordinary shares in issue during the financial period. This measure reflects the earnings per share before exceptional items for each share unit of the company. Exceptional items are additional specific items that, because of their size, nature or incidence in the results, are considered to hinder comparison of the Group’s performance on a period-to-period basis and could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted to arrive at earnings for the purpose of earnings per share before exceptional items.

Table G: 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 and exceptional items, less capital expenditure. 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.

Table H: The Group defines net debt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, deposits given against borrowings/non-derivative financial instruments, processing costs related to borrowings and fair value hedge adjustments. The Group defines leverage ratio as net debt divided by underlying EBITDA. 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.

Table I: The Group defines return on capital employed (ROCE) as underlying EBIT divided by average capital employed. The directors view ROCE as a financial ratio that measures the Group’s profitability and the efficiency with which its capital is being utilised. The Group defines underlying EBIT as operating profit/(loss) for the period adjusted for exceptional items. Exceptional items are additional specific items that because of their size, nature or incidence in the results, are considered to hinder comparison of the Group’s performance on a period-to-period basis and could distort the understanding of our performance for the period and the comparability between periods and hence are adjusted to arrive at Underlying EBIT. Capital employed is defined as the sum of equity attributable to owners of the company, non-controlling interests and net debt. Average capital employed is average of capital employed at the closing and beginning of the relevant period. For quarterly computations, ROCE is calculated by dividing underlying EBIT for the preceding 12 months by the average capital employed (being the average of the capital employed averages for the preceding four quarters).

• 1 Refer to ‘Reconciliation between GAAP and Alternative Performance Measures’ for respective table

Some of the Group’s IFRS measures and APMs are translated at constant currency exchange rates to measure the organic performance of the Group. In determining the percentage change in constant currency terms, both current and previous financial reporting period’s results have been converted using exchange rates prevailing as on 31 March 2021. Reported currency percentage change is derived on the basis of the average actual periodic exchange rates for that financial period. Variances between constant currency and reported currency percentages are due to exchange rate movements between the previous financial reporting period and the current period.

Changes to APMs

Charity and donations are not related to the trading performance of the Group and hence were adjusted to arrive at underlying EBITDA and margin till previous periods. However, with launch of our sustainability strategy in current year, wherein ‘Access to education’ is one of the key goals, the Group has revisited the definition to include the CSR expense as part of the underlying EBITDA, margin and operating free cash flow. Given the size in prior years, no changes have been made to the prior year figures.

During the year, the following APMs have been removed:
* Free cash flows – since the Group’s dividends are no longer linked to such metric
* Restated EPS – as this is no longer valid, as there has been no significant change in the number of shares issued between the current and previous financial reporting periods
* Adjusted effective tax rate – since adjustments related to any tax arising on exceptional items or any exceptional tax items are now adjusted in arriving at the effective tax rate, the separate APM for adjusted effective tax rate has been removed.

Other information

Reconciliation between GAAP and Alternative Performance Measures

Table A: Underlying revenue

Description	Unit of measure	Year ended March 2022	Year ended March 2021
Revenue	$m	4,714	3,908
Less: Exceptional items	$m	–	(20)
Underlying revenue	$m	4,714	3,888

Table B: Underlying EBITDA and margin

Description	Unit of measure	Year ended March 2022	Year ended March 2021
Operating profit	$m	1,535	1,119
Add: Depreciation and amortisation	$m	744	681
Charity and donation ¹	$m	–	6
Exceptional items	$m	32	(14)
Underlying EBITDA	$m	2,311	1,792
Underlying revenue	$m	4,714	3,888
Underlying EBITDA margin (%)	%	49.0 %	46.

T able C: Underlying prot / (loss ) bef ore tax

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Pro t /(lo ss) be fo re tax	$m	1 , 224	697
E xcept ional items ( net)	$m	(6 0 )	(14)
Un de rl yi ng pro t /(lo ss) b e for e tax	$m	1 , 16 4	683

T able D: Eective t ax rate

Description	Unit of measure	Year ended Ma rc h 20 22	Marc h 202 1
Prot before taxation	$m	1 , 2 24	697
Income tax expense	$m	469	282
T ax rate %	%	38 . 3%	40 . 5%
Adjus ted for :
E xcept ional items (p rovid ed belo w )	$m	(60 )	(14)
Fore ign exchange rate movement s for non - DT A opera ting companies and hol ding companies	$m	50	42
One - o adjust ment and tax on perman ent dier enc es	$m	(1 2 )	–
E e c ti ve tax ra te	$m	1, 202	725
Income tax expense	$m	469	313
T ax rate %	%	39. 0 %	4 3. 2%

Exceptional items

1. Deferre d tax asset reco gnit ion
2. Ser vi ce revenues
3. Gain on sale of towe r assets
4. Employe e restr uc tur ing cos t
5. Bonds prep ayme nt cost
6. Provisio n for s et tle ment of contra ctu al dispute
7. Spe ct rum fee set tl emen t cost

Description	Unit of measure	Year ended Ma rc h 20 22	Marc h 202 1
1. Deferre d tax asset reco gnit ion	$m	–	36
2. Ser vi ce revenues	$m	–	(2 0)
3. Gain on sale of towe r assets	$m	(111)	–
4. Employe e restr uc tur ing cos t	$m	–	6
5. Bonds prep ayme nt cost	$m	19	–
6. Provisio n for s et tle ment of contra ctu al dispute	$m	12	–
7. Spe ct rum fee set tl emen t cost	$m	20	–
T ot al	$m	(6 0 )	(14)

Other information

232 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

T able E: U nderlying prot / (loss ) a f ter tax

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Pro t /(lo ss) af ter ta x	$m	755	415
E xcept ional items	$m	(62)	(5 0)
Un de rl yi ng pro t /(lo ss) a f t er t ax	$m	693	365

T able F: Earnings per s har e before exc eption al it ems

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Pro t for th e per iod at t ri bu ta bl e to own er s of the comp any	$m	6 31	3 39
Op erat ing and non- oper atin g ex cept iona l items	$m	(6 0)	(14)
T a x ex cept iona l items	$m	(2)	(3 6)
Non - c ont rolli ng interes t exceptio nal items	$m	33	19
Pro t for th e per iod at t ri bu ta bl e to own er s of the comp any be for e exce pt io nal it ems	$m	6 02	30 8
Weighted averag e number of ordinar y shares in issue duri ng the nancial per io d	Million	3 ,75 4	3 ,75 8
Earnings per share before e xceptional items	C ent s	16 .0	8 .2

T able G: O perating free cash ow

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Net cas h gen erated from opera ting activities	$m	2 , 011	1,666
Add: inco me tax paid	$m	293	195
Ne t c ash g e ne ra ti on f rom o pe ra ti on b ef ore t a x	$m	2, 304	1 , 8 61
Less: Changes in w orking c apital
Inc rease in trade recei vabl es	$m	18	8
(Dec rease)/Increas e in i nventor ies	$m	(4 )	4
(Inc rease )/D ecre ase in t rad e payables	$m	(3 4)	38
Inc rease in mobile money wall et balance	$m	(6 4 )	(13 9 )
Inc rease in provisions	$m	(1 4)	(1)
Inc rease in deferre d revenue	$m	(27)	(17 )
De crease in incom e receive d in a dvan ce	$m	–	1
Inc rease in other nancial and non - nancia l liabilit ies	$m	( 50)	(1 8)
Inc rease in other nancial and non - nancia l assets	$m	14	48
Op er at in g cas h ow befo re cha ng es in work in g capi t al	$m	2 , 27 3	1 ,7 8 5
Ot her non - c ash adjust men ts	$m	6	15
Char it y and donat ion 1	$m	–	6
Op erat ing excepti onal items	$m	32	(14)
Underlying EB ITDA	$m	2 , 311	1 , 7 92
Less : capit al expen ditur e	$m	(6 5 6)	(614)
Op er at in g free ca sh ow	$m	1 ,6 55	1 , 17 8

1 Re fer to chan ge s to A PM s in a lt er nat ive per for man ce meas ure (AP Ms) s ec t ion

233 Ai r te l Af r ic a pl c An nu al Re p or t a nd A cc ou nt s 2022

Other information

T able H: Net de bt and lev erage

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Long -te rm bor rowi ng , net of cur rent por t ion	$m	1,486	1 , 871
Shor t-term bor rowin gs and cur rent por t ion of long -ter m borr owin g	$m	786	1 ,468
Add: Proc essin g cost s related to borrow ings	$m	5	5
Add /(less ): Fair va lue hedg e adjust men t	$m	(16 )	(21)
Less : Cash and c ash equi valen ts	$m	(6 3 8 )	(813)
Less : T erm dep osit s wit h banks	$m	(2 20)	(257 )
Less : Deposi t s given against bor rowi ngs/non - d eri vati ve nancial inst ru ment s	$m	(1 2 2)	–
Add: Lease liabili tie s	$m	1,66 0	1 , 27 7
Net debt	$m	2 , 9 41	3 , 530
Underlying EB ITDA (L TM)	$m	2 , 31 1	1,7 92
Leverage (L TM) t imes	t imes	1 . 3x	2.0 x

T able I: R eturn on capital emplo yed

Description	Unit of measure	Year ended Ma rc h 20 22	M arc h 202 1
Op er at in g pro t	$m	1 , 535	1 , 119
Less: Op erat ing excepti onal items	$m	32	(14)
Underlying EB IT	$m	1 , 5 67	1 , 10 5
Equi ty at tri but abl e to ow ner s of t he company	$m	3,5 02	3 ,405
Non - c ont rolli ng interes ts (NC I)	$m	1 47	( 52)
Net debt ( re fer to T abl e H)	$m	2 , 9 41	3 , 530
Capit al employed	$m	6, 59 0	6 , 883
Average cap ita l employed 1	$m	6 ,7 36	6 ,7 0 5
Return on capital employed	%	23 . 3%	16 . 5 %

1 Ave rag e capi t al empl oye d is calc ulat ed as avera ge of capi t al empl oye d at closi ng and ope nin g of relev ant per io d . Capi ta l empl oye d at th e begi nni ng of year ende d 31March 2022 and 202 1 is $6, 88 3m and $6, 528m, resp ec ti ve ly

Reconciliation bet ween G A AP and Alternative Per formance Measures c onti nue d

Other information

234 Air tel A fr i ca p lc A nn ua l Rep or t an d Acc ou nt s 2022

For ward - looking sta tement s

This document contains cer tain for ward-looking statements r e gar ding our int entions, beliefs or current expectations concer ning, amongst o ther thing s , our res ults of operations, nancial condition, l iquidity , prospects , growth , s trategies and t he e conomic and bus iness circum s tances occurring from ti me to time in the countries and mark et s i n which the Group operates. The se st atemen ts are of ten, but not always , made throug h the use of words or phrases such as ‘belie ve,’ ‘antici pate,’ ‘could ,’ ‘may, ’ ‘w ould ,’ ‘shou ld,’ ‘intend ,’ ‘plan,’ ‘potential ,’ ‘pre dic t ,’ ‘ wi ll,’ ‘expec t ,’ ‘es timate,’ ‘proj ec t ,’ ‘p osit ion ed ,’ ‘s tr ateg y ,’ ‘outlo ok ’, ‘ t arget ’ and similar expres sions.

It is b eli eved that the expe ct ati ons reec te d in t his docume nt are reasona ble , but they may b e aecte d by a wide rang e of var iabl es that coul d cause actual resul ts to dier material ly from thos e currently anticipated. All such for wa rd- l ook ing st atemen ts invol ve estima tes and assumpt ions that are subjec t to r isk s, unce r t ainti es and other facto rs that coul d cause actual fu ture nancia l condit ion , per fo rman ce and resul ts to dier material ly from the plans , goals, expe c tat ions and resul ts expre sse d in t he for ward - lo okin g state ment s and other nanc ial and/or s t atis tic al data wit hin this communi cat ion .

Amo ng the key f acto rs that could caus e actual result s to dier mater ially from tho se proje cte d in t he for ward - lo okin g state ment s are unc er t aint ies related to the followin g: the impac t of co mpe tit ion from illic it trad e; the impac t of ad vers e domes ti c or in terna tio nal legislat ion and regulat ion ; changes in domes tic or internat iona l tax laws and rates ; advers e litigat ion and dispute outc omes and the eec t of su ch outc ome s on A ir te l Afric a’s na ncial con dit ion; chang es or dieren ces in domes ti c or i ntern atio nal econ omic or polit ic al condi tio ns; the abili t y to obt ain pri ce increas es and the impac t of pri ce increas es on consu mer aordab ili ty thres hol ds; adver se decisi ons by d omes t ic or inter nati onal regulato r y bodi es; the impac t of ma rket size reduc tio n and consum er down -t radi ng; translat ion al and trans ac tio nal foreign exchang e rate ex posu re; the impac t of se rio us injur y, illn ess or death inth e workpla ce; the abili t y to maint ain cred it ratings ; the abilit y to devel op, produ ce or market new alternat ive produ ct s and to d o so pro ta bly ; the abilit y to ee ct ivel y impleme nt str ategi c initiat ives and ac tio ns taken to inc rease sale s growt h; the abilit y to enhance cash gen erat ion and pay d ivi dends and chang es in t he market posit ion , busine sses , nanci al condit ion , result s of ope rati ons or prospec t s ofAir tel Afric a.

Past per forma nce is no gu ide to fu ture per fo rman ce and pers ons nee din g advice shou ld consul t an in dep end ent nancia l adviser. The for w ard -l oo king st ateme nt s contai ned in this docume nt reec t the know le dge and informat ion availab le to A ir te l Afric a at t he date of preparat ion of this doc umen t and A ir te l Afric a under takes no obli gatio n to up date or revise these for wa rd- lo ok ing st atemen ts , whet her as a resu lt of n ew inform atio n, futu re events or other wise. Reade rs are cauti one d not to place undue relian ce on such for w ard - looking statements.

No st ateme nt in t his communi cat ion is inten ded to be, nor shou ld be cons t rue d as, a p rot fore cas t or a prot estimate and no s t ateme nt in this communic ati on shoul d be i nterp rete d to mean that earni ngs per share of A ir t el Afric a plc for the current or any f utu re nancial per io ds would neces sar ily match , exceed or be lowe r than the histo ri cal publ ished ear nings per share of A ir tel Afr ic a plc.

Fina ncial data incl ude d in t his docum ent are presente d in US doll ars round ed to the nearest millio n. The refore , discrepa ncie s in t he table s bet we en totals and the sums of the amoun ts lis ted may o cc ur due to such round ing . The perce ntag es inclu ded in the table s through out the doc umen t are bas ed on number s calcu lated to the neares t $ 1,0 0 0 and there fore minor roundi ng diere nce s may resul t in t he tabl es . Gro wth metr ic s are p rovid ed on a co nst ant cur renc y basis unles s othe r wis e state d.The Group has presented certain financial information on a constant currency basis. This is calculated by translating the results for the current financial year and prior financial year at a fixed ‘constant currency’ exchange rate, which is done to measure the organic performance of the Group. Growth rates for business and product segments are provided in constant currency as this better represents the underlying performance of the business.

235 Air tel Africa plc Annual Report and Accounts 2022

Other information
Glossary

Technical and industry terms
Company related

4G data customer
A customer having a 4G handset and who has used at least 1 MB of data on the Group network using any of GPRS, 3G and 4G in the last 30 days.

Airtel Money
Airtel Money is the brand name for Airtel Africa’s mobile money products and services. The term is used interchangeably with ‘mobile money’ when referring to our mobile money business, finance, operations and activities.

Airtel Money ARPU (mobile money ARPU)
Mobile money average revenue per user. This is derived by dividing total mobile money revenue during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period.

Airtel Money customer base (mobile money customer base)
Total number of active subscribers who have enacted any mobile money usage event in the last 30 days.

Airtel money customer penetration (mobile money customer penetration)
The proportion of total Airtel Africa active mobile customers who use mobile money services. This is calculated by dividing the mobile money customer base by the Group’s total customer base.

Airtel Money transaction value (mobile money transaction value)
The sum of all financial transactions performed on Airtel Africa’s mobile money platform for the relevant period.

Airtel money transaction value per customer per month (mobile money transaction value per customer per month)
Calculated by dividing the total mobile money transaction value on the Group’s mobile money platform during the relevant period by the average number of active mobile money customers and dividing the result by the number of months in the relevant period.

ARPU
Average revenue per user per month. This is derived by dividing total revenue during the relevant period by the average number of customers during the period and dividing the result by the number of months in the relevant period.

Average customers
The average number of active customers for a period. This is derived from the monthly averages during the relevant period. Monthly averages are calculated using the number of active customers at the beginning and the end of each month.

Broadband base stations
Base stations that carry either 3G and/or 4G capability across all technologies and spectrum bands.

Bundle penetration
The proportion of revenue contributed by bundled products as a percentage of the total revenue generated by the service.

Capital expenditure
An alternative performance measure (non-GAAP). This is defined as investment in gross fixed assets (both tangible and intangible but excluding spectrum and licences) plus capital work in progress (CWIP), excluding provisions on CWIP for the period.

Constant currency
The Group has presented certain financial information that is calculated by translating the results for the current financial year and prior financial years at a fixed ‘constant currency’ exchange rate, which is used to measure the organic performance of the Group. Growth rates for business and product segments are in constant currency as it better represents the underlying performance of the business. Constant currency growth rates for prior years are calculated using closing exchange rate as at the end of the prior year.

Customer
Defined as a unique active subscriber with a unique mobile telephone number who has used any of Airtel’s services in the last 30 days.

Customer base
The total number of active subscribers that have used any of our services (voice calls, SMS, data usage or mobile money transactions in the last 30 days.

Data ARPU
Data ARPU is derived by dividing total data revenue during the relevant period by the average number of data customers and dividing the result by the number of months in the relevant period.

Data customer base
The total number of subscribers who have consumed at least 1 MB of data on the Group network using any of GPRS, 3G or 4G in the last 30 days.

Data customer penetration
The proportion of customers using data services. Calculated by dividing the data customer base by the total customer base.

Data usage per customer
This is calculated by dividing the total MBs consumed on the Group’s network during the relevant period by the average data customer base over the same period and dividing the result by the number of months in the relevant period.

Digitalisation
We use the term digitalisation in its broadest sense to encompass both digitisation actions and processes that convert analogue information into a digital form and thereby bring customers into the digital environment, and the broader digitalisation processes of controlling, connecting and planning processes digitally; the processes that affect digital transformation of our business, and of industry, economics and society as a whole through bringing about new business models, socio-economic structures and organisational patterns.

Diluted earnings per share
Diluted EPS is calculated by adjusting the profit for the year attributable to the shareholders and the weighted average number of shares considered for deriving basic EPS, for the effects of all the shares that could have been issued upon conversion of all dilutive potential shares. The dilutive potential shares are adjusted for the proceeds receivable had the shares actually been issued at fair value. Further, the dilutive potential shares are deemed converted as at beginning of the period, unless issued at a later date during the period.

Other information
236
Air tel Africa plc Annual Report and Accounts 2022

Company related

Earnings per share (EPS)
EPS is calculated by dividing the profit for the period attributable to the owners of the company by the weighted average number of ordinary shares outstanding during the period.

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 / fibre of any fibre route.

Lease liability
Lease liability represents the present value of future lease payment obligations.

Leverage
An alternative performance measure (non-GAAP). Leverage (or leverage ratio) is calculated by dividing net debt at the end of the relevant period by the underlying EBITDA for the preceding 12 months.

Mini-AM
A compact outlet that offers the services of an Airtel Money Branch, currently being trialled in Zambia.

Minutes of usage
Minutes of usage refer to the duration in minutes for which customers use the Group’s network for making and receiving voice calls. It is typically expressed over a period of one month. It includes all incoming and outgoing call minutes, including roaming calls.

Mobile services
Mobile services are our core telecom services, mainly voice and data services, but also including revenue from tower operation services provided by the Group and excluding mobile money services.

Mobile transaction rates (MTR)
Mobile transaction rates are the charges paid to the telecom operator on whose network a call is terminated.

Net debt
An alternative performance measure (non-GAAP). The Group defines net debt as borrowings, including lease liabilities less cash and cash equivalents, term deposits with banks, processing costs related to borrowings and fair value hedge adjustments.

Net debt to underlying EBITDA
An alternative performance measure (non-GAAP). Calculated by dividing net debt as at the end of the relevant period by underlying EBITDA for the last 12 months (LTM), from the end of the relevant period. This is also referred to as the leverage ratio.

Net revenue
An alternative performance measure (non-GAAP). Defined as total revenue adjusted for MTR (mobile transaction rates), cost of goods sold and mobile money commissions.# Glossary

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, rooftop and in-building solutions.

Operating company (OpCo)

Operating company (or OpCo) is a defined corporate business unit, providing telecoms services and mobile money services in the Group’s footprint.

Operating free cash flow

An alternative performance measure (non-GAAP). Calculated by subtracting capital expenditure from underlying EBITDA.

Operating leverage

An alternative performance measure (non-GAAP). Operating leverage is a measure of the operating efficiency of the business. It is calculated by dividing operating expenditure (excluding regulatory charges) by total revenue.

Operating profit

Operating profit is a GAAP measure of profitability. Calculated as revenue less operating expenditure (including depreciation and amortisation, and operating exceptional items).

Other revenue

Other revenue includes revenues from messaging, value added services (VAS), enterprise, sites sharing and handset sale revenue.

Reported currency

Our reported currency is US dollars. Accordingly, actual periodic exchange rates are used to translate the local currency financial statements of OpCos into US dollars. Under reported currency the assets and liabilities are translated into US dollars at the exchange rates prevailing at the reporting date whereas the statements of profit and loss are translated into US dollars at monthly average exchange rates.

Smartphone

A smartphone is defined as a mobile phone with an interactive touch screen that allows the user to access the internet and additional data applications, providing additional functionality to that of a basic ‘feature’ phone which is used only for making voice calls and sending and receiving text messages.

Smartphone penetration

Calculated by dividing the number of smartphone devices in use by the total number of customers.

Total MBs on network

Total MBs of data consumed (uploaded and downloaded) by customers on the Group network using any of GPRS, 3G and 4G during the relevant period.

Underlying EBIT

An alternative performance measure (non-GAAP). Defined as operating profit before exceptional items.

Underlying EBITDA

An alternative performance measure (non-GAAP). Defined as operating profit before depreciation, amortisation, CSR cost and exceptional items.

Underlying EBITDA margin

An alternative performance measure (non-GAAP). Calculated by dividing underlying EBITDA for the relevant period by underlying revenue for the relevant period.

Unique subscriber penetration

The number of individual mobile subscribers as a proportion of the total population. This metric adjusts for the use of multiple SIM cards by customers, to identify the degree of uptake of mobile services by individuals.

Unstructured Supplementary Service Data

Unstructured Supplementary Service Data (USSD), also known as ‘quick codes’ or ‘feature codes’, is a communications protocol for GSM mobile operators, similar to SMS messaging. It has a variety of uses such as WAP browsing, prepaid callback services, mobile-money services, location-based content services, menu-based information services, and for configuring phones on the network.

Voice minutes of usage per customer per month

Calculated by dividing the total number of voice minutes of usage on the Group’s network during the relevant period by the average number of customers and dividing the result by the number of months in the relevant period.

Weighted average number of shares

The weighted average number of shares is calculated by multiplying the number of outstanding shares by the portion of the reporting period those shares covered, doing this for each portion, and then summing the total.

Glossary continued

Abbreviations

Abbreviation	Meaning
2G	Second-generation mobile technology
3G	Third-generation mobile technology
4G	Fourth-generation mobile technology
AAML	Airtel Africa Mauritius Limited
ARPU	Average revenue per user
bps	Basis points
bn	Billion
CAGR	Compound annual growth rate
Capex	Capital expenditure
CDP	Climate disclosure project
CRR	Climate related risks and opportunities
CSR	Corporate social responsibility
DQI	Data quality index
EBIT	Earnings before interest and tax
EBITDA	Earnings before interest, tax, depreciation and amortisation
EPS	Earnings per share
ERC	Executive Risk Committee
FPPP	Financial position and prospects procedures
GAAP	Generally accepted accounting principles
GB	Gigabyte
GDP	Gross domestic product
HoldCo	Holding company
IAS	International accounting standards
ICT	Information and communication technologies
ICT (Hub)	Information communication technology (Hub)
IFRS	International financial reporting standards
IMF	International monetary fund
IPO	Initial public offering
KPIs	Key performance indicators
KYC	Know your customer
LTE	Long-term evolution (4G technology)
LSE	London Stock Exchange
LTM	Last 12 months
m	Million
MB	Megabyte
MI	Minority interest (non-controlling interest)
NGO	Non-governmental organisation
NGX	Nigerian Exchange Limited (formerly known as NSE)
OpCo	Operating company
P2P	Person to person
PAYG	Pay-as-you-go
ppts	Percentage points
QoS	Quality of service
RAN	Radio access network
SIM	Subscriber identification module
Single RAN	Single radio access network
SMS	Short messaging service
SPOC	Single point of contact (vendor SPOC: a designated person of the vendor who interacts with Airtel Africa’s teams on a regular basis for various requirements)
TB	Tera byte
TCFD	Task force for climate-related financial disclosure
Telecoms	Telecommunications
UoM	Unit of measure
USSD	Unstructured supplementary service data
VQI	Voice quality Index

General Shareholder's Information

Annual General Meeting (AGM)

• Date: 28 June 2022
• Day: Tuesday
• Time: 11:00 hrs BST
• Venue: 53/54 Grosvenor Street, London W1K 3HU, United Kingdom

Dividend

• Ex-dividend date for final dividend: 23 June 2022
• Record date for final dividend: 24 June 2022
• AGM: 28 June 2022
• Final dividend payment: 3 cents per ordinary share

Financial Calendar

• Financial year: 1 April to 31 March.

Airtel Africa plc share price

Airtel Africa’s ordinary shares have a premium listing on the London Stock Exchange’s main market for listed securities and are listed under the symbol AAF. Current and historical share price information is available on our website: www.airtel.africa.

Shareholders as of 31 March 2022

Number of ordinary shares held	Number of accounts	Shares	% of total issued shares
1 - 1,000	23,14,285	0.00
1,001 - 5,000	72	196,076	0.01
5,001 - 50,000	139	3,181,493	0.08
50,001 - 100,000	43	3,179,768	0.08
100,001 - 500,000	127	32,848,982	0.87
More than 500,000	156	3,718,730,900	98.95
Totals	560	3,758,151,504

Warning to shareholders (‘boiler room’ scams)

In recent years, many companies have become aware that their shareholders have received unsolicited calls or correspondence concerning investment matters. These callers typically make claims of highly profitable opportunities in UK investments which turn out to be worthless or simply do not exist. These approaches are usually made by unauthorised companies and individuals and are commonly known as ‘boiler room’ scams.

Airtel Africa plc shareholders are advised to be extremely wary of such approaches and advised to only deal with firms authorised by FCA. See the FCA website at fca.org.uk/scamsmart for more detailed information about this or similar activities.

Registrar and Transfer Agent

All the work related to share registry, both in physical and electronic form, is handled by the company’s Registrar and Transfer Agent at the address mentioned in the communication addresses section.

Communication Addresses

Contact	Email Address	Address	Telephone
For corporate governance and other secretarial related matters Mr. Simon O’Hara Group company secretary	investor.relations@africa.airtel.com	First Floor, 53/54 Grosvenor Street, London, W1K 3HU, United Kingdom	+44 207 493 9315
For queries relating to financial statements and corporate communication matters Mr.

investor.relations@africa.airtel.com
First Floor, 53/54 Grosvenor Street, London, W1K 3HU, United Kingdom
Tel: +44 207 493 9315

Registrar and Transfer Agent

ComputerShare Investor Services PLC
Coronation Registrars Limited
webqueries@computershare.co.uk
Website: www.coronationregistrars.com
The Pavilions, Bridgewater Road, Bristol, BS99 6ZY, United Kingdom

9 Amodu Ojikutu Street, Victoria Island, Lagos, Nigeria
Tel: +234 1 271 4566-7

Other Information

240

Airtel Africa plc Annual Report and Accounts 2022

Designed and produced by Friend
www.friendstudio.com

Print
Pureprint Group

This report has been printed on Amadeus Silk which is FSC® certified and made from 100% Elemental Chlorine Free (ECF) pulp. The mill and the printer are both certified to ISO 14001 environmental management system. The report was printed by a Carbon Neutral® printer.

Airtel Africa plc
53/54 Grosvenor Street
London W1K 3HU
England
airtel.africa

Airtel Africa plc Annual Report and Accounts 2022

Independent auditor’s reasonable assurance report on the compliance of Airtel Africa plc’s European Single Electronic Format (ESEF) prepared Annual Financial Report with the European Single Electronic Format Regulatory Technical Standard (‘ESEF RTS’) as required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R

To the Members of Airtel Africa plc

Report on compliance with the requirements for iXBRL mark up (‘tagging’) of consolidated financial statements included in the ESEF - prepared Annual Financial Report

We have undertaken a reasonable assurance engagement on the iXBRL mark up of consolidated financial statements for the year ended 31 March 2022 of Airtel Africa plc (the “company”) included in the ESEF - prepared Annual Financial Report prepared by the company.

Opinion

In our opinion, the consolidated financial statements for the year ended 31 March 2022 of the company included in the ESEF - prepared Annual Financial Report, are marked up, in all material respects, in compliance with the ESEF RTS.

The directors’ responsibility for the ESEF - prepared Annual Financial Report prepared in compliance with the ESEF RTS

The directors are responsible for preparing the ESEF - prepared Annual Financial Report. This responsibility includes:
* the selection and application of appropriate iXBRL tags using judgement where necessary;
* ensuring consistency between digitised information and the consolidated financial statements presented in human-readable format; and
* the design, implementation and maintenance of internal control relevant to the application of the ESEF RTS.

Our independence and quality control

We have complied with the independence and other ethical requirements of Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply International Standard on Quality Control 1 and, accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Our responsibility

Our responsibility is to express an opinion on whether the electronic mark up of consolidated financial statements complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements (UK) 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information (‘ISAE (UK) 3000’) issued by the FRC. A reasonable assurance engagement in accordance with ISAE (UK) 3000 involves performing procedures to obtain reasonable assurance about the compliance of the mark up of the consolidated financial statements with the ESEF RTS. The nature, timing and extent of procedures selected depend on the practitioner's judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF RTS, whether due to fraud or error.

Our reasonable assurance engagement consisted primarily of:
* obtaining an understanding of the ESEF RTS mark up process, including internal control over the mark up process relevant to the engagement;
* reconciling the marked up data with the audited consolidated financial statements of the company dated 31 March 2022;
* evaluating the appropriateness of the company’s mark up of the consolidated financial statements using the XBRL mark-up language;
* evaluating the appropriateness of the company’s use of iXBRL elements selected from a permitted taxonomy and the creation of extension elements where no suitable element in the permitted taxonomy has been identified; and
* evaluating the use of anchoring in relation to the extension elements.

In this report we do not express an audit opinion, review conclusion or any other assurance conclusion on the consolidated financial statements. Our audit opinion relating to the consolidated financial statements of the company for the year ended 31 March 2022 is set out in our Independent Auditor’s Report dated 10 May 2022.

Use of our report

Our report is made solely to the company’s members, as a body, in accordance with ISAE (UK) 3000. Our work has been undertaken so that we might state to the company those matters we are required to state to them in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body for our work, this report, or for the conclusions we have formed.

Daryl Winstone FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
1 June 2022