MTN : International (Mauritius) Limited 2023

MTN International (Mauritius) Limited

(Registration number: 19434/3597)

Annual Financial Statements

for the year ended 31 December 2023

MTN International (Mauritius) Limited

Company Annual Financial Statements

for the year ended 31 December 2023

Contents	Page
Company information	2
Statement of directors' responsibility	3
Certificate by the Company Secretary	4
Directors' report	5 - 6
Independent auditor's report	7 - 9
Statement of profit or loss and other comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Statement of cash flows	13
Notes to the financial statements	14 - 52

1

MTN International (Mauritius) Limited

Company information

for the year ended 31 December 2023

		Date of
Directors:		appointment
Paul Deon Norman1	14 January 2004
	Roshan Nathoo2	20 April 2010
	Jean-François Legrigore2	14 January 2019
	Tsholofelo Beatitude Lettie Molefe1,3	12 May 2021
	Sugentharen Perumal1	28 November 2023
	¹ South African
	² Mauritian
	3 The director resigned on 28 November 2023.
Administrator:	MTN International (Mauritius) Limited
	Rogers House
	5 President John Kennedy Street
	Port Louis
	Republic of Mauritius
Secretary:	Rogers Capital Corporate Services Limited
	Rogers House
	5 President John Kennedy Street
	Port Louis
	Republic of Mauritius
Registered:	C/o Rogers Capital Corporate Services Limited
	Rogers House
	5 President John Kennedy Street
	Port Louis
	Republic of Mauritius
Auditor:	Ernst & Young Inc.
	6th floor
	IconEbene
	Rue de l'Institut
	Ebene
	Mauritius

2

MTN International (Mauritius) Limited

Statement of directors' responsibility

for the year ended 31 December 2023

Company law requires the directors to prepare Annual Financial Statements for each financial year which present fairly the financial position, financial performance and cash flows of MTN International (Mauritius) Limited (the Company). Full details of the financial results of the Company are set out on pages 10 to 52 of these Annual Financial Statements for the year ended 31 December 2023. In preparing these Annual Financial Statements, the directors are required to:

• Select suitable accounting policies and then apply them consistently.
• Make judgements and estimates that are reasonable and prudent.
• State whether International Financial Reporting Standards have been followed, and disclose and explain any material departures in the Annual Financial Statements.
• Prepare the Annual Financial Statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business in the foreseeable future.

The directors confirm that they have complied with the above requirements in preparing the Annual Financial Statements.

The directors are responsible for the preparation and presentation of the financial statements in accordance with the requirements of the Mauritian Companies Act, No 15 of 2001 (Companies Act) applicable to a company holding a Global Business Licence, as described in note 1.2 of the financial statements, and for such internal control as the directors determine necessary to enable the presentation of financial statements that are free from material misstatements, whether due to fraud or error.

The directors have made an assessment of the Company's ability to continue as a going concern and have no reason to believe the business will not be a going concern in the year ahead.

The directors of the Company are responsible for the controls over, and the security of the website and, where applicable, for establishing and controlling the process for electronically distributing the Annual Financial Statements and other financial information to the shareholder and to the Registrar of Companies.

S Perumal	PD Norman
Director	Director
29 April 2024	29 April 2024

3

MTN International (Mauritius) Limited

Certificate by the Company Secretary

for the year ended 31 December 2023

Rogers Capital Corporate Services Ltd

Rogers House, 5 President John Kennedy Street

Port-Louis

Republic of Mauritius

We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under the Companies Act.

Authorised signatory

Rogers Capital Corporate Services Ltd

Company Secretary

29 April 2024

4

MTN International (Mauritius) Limited

Directors' Report

for the year ended 31 December 2023

The directors present their report and the audited Annual Financial Statements of the Company for the year ended 31 December 2023.

Incorporation

The Company is incorporated in Mauritius under the Companies Act as a private company with limited liability.

Nature of business

The Company invests primarily in companies which are involved in the operation of telecommunication networks and the provision of a diverse range of voice, data, digital, fintech, wholesale and enterprise services.

Results of operations

The Company recorded a profit after tax for the year ended 31 December 2023 of R5 848 million (2022: R8 524 million). Full details of the financial results of the Company are set out in these Annual Financial Statements and accompanying notes for the year ended 31 December 2023.

Dividends

Dividends of Rnil (2022: R4 500 million) were declared and paid during the current financial year and dividends amounting to R4 000 million were declared subsequent to year end. Refer to note 23.

Holding and ultimate holding companies

The Company's holding and ultimate holding companies are MTN International Proprietary Limited and MTN Group Limited respectively, both companies incorporated in the Republic of South Africa.

Subsidiaries and joint ventures

Details of subsidiaries and joint ventures in which the Company has a direct interest are set out in note 7 of these Annual Financial Statements.

5

MTN International (Mauritius) Limited

Directors' Report (continued)

for the year ended 31 December 2023

Auditor

The auditor, Ernst & Young, was appointed during the year and expressed its willingness to continue in office.

Authorisation to issue Annual Financial Statements

The Annual Financial Statements have been authorised for issue on 29 April 2024 by the directors.

By Order of the Board

Director

29 April 2024

6

EV

Building a better working world

Ernst & Young Mauritius	Tel: [phone]
6th Floor, lconEbene	Fax: [phone]
Rue de L'institut	www.ey.com
Ebene, Mauritius

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF MTN INTERNATIONAL (MAURITIUS) LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of MTN International (Mauritius) Limited (the "Company") set out on pages 10 to 52 which comprise the statement of financial position as at 31 December 2023, and the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31 December 2023, and of its financial performance and cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and comply with the Companies Act 2001.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 Company in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (the "IESBA Code") and other independence requirements applicable to performing audits of financial statements of the Company and in Mauritius. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code and in accordance with other ethical requirements applicable to performing audits of the Company and in Mauritius. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the 52- page document titled "MTN International (Mauritius) Limited (Registration Number: 19434/3597) Annual Financial Statements for the Year Ended 31 December 2023", which includes the Company information, Statement of directors' responsibility, Directors' Report and the Company Secretary's Certificate as required by the Companies Act 2001. The other information does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. 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.

Responsibilities of the Directors for the Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act 2001, 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.

7

A member firm of Ernst & Young Global Limited.

EY

Building a better working world

INDEPENDENT AUDITOR'S REPORT

TO THE MEMB�RS OF MTN INTERNATIONAL (MAURITIUS) LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Responsibilities of the Directors for the Financial Statements (Continued)

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 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.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

8

A member firm of Ernst & Young Global Limited,

EV

Building a better working world

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS Of MTN INTERNATIONAL (MAURITIUS) LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Section 205 of the Companies Act 2001. 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Companies Act 2001

We have no relationship with or interests in the Company other than in our capacity as auditor and dealings in the ordinary course of business.

We have obtained all the information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our ination of those records.

ERNST & YOUN	7)	SIZMADIA, C.A. (S.A).
Ebene, Mauritius	by FRC

Date: 30 April 2024

9

A member firm of Ernst & Young Global limited.