for the year ended 31 December 2025
Contents Statutory reports
Statement of directors' responsibility
CEO and CFO responsibility statement
2 Certificate by the Company Secretary
3 Report of the Audit Committee
10 Directors' Report
14 Independent Auditor's Report to the Shareholders of MTN Group Limited
Group financial statementsGroup income statement
Group statement of comprehensive income
Company statement of comprehensive income
Company statement of financial position
Company statement of changes in equity
Company statement of cash flows
Notes to the Company financial statements
21 Group statement of financial position | 144 | Annexure 1 - Shareholders' information |
22 Group statement of changes in equity | 145 | Annexure 2 - Administration |
23 Group statement of cash flows | ||
24 Index to the notes to the Group financial statements | ||
25 Notes to the Group financial statements | ||
The Group and Company financial statements were audited in terms of the Companies Act, No 71 of 2008 as amended.
The Group and Company Annual Financial Statements have been prepared by the MTN finance staff under the guidance of the Group Finance Executive, S Perumal CA(SA) and were supervised by the Group Chief Financial Officer TBL Molefe CA(SA). These Annual Financial Statements were approved on 13 March 2026 by the Board of Directors.
Statement of directors' responsibility
for the year ended 31 December 2025
The directors are responsible for the integrity, preparation and fair presentation of the separate and consolidated Annual Financial Statements of MTN Group Limited (the Company), its subsidiaries, joint ventures, associates and structured entities (together, the Group) in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the International Accounting Standards Board (IASB) and Interpretations as issued by the IFRS Interpretations Committee (IFRIC), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee (APC), Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council (FRSC), the Johannesburg Stock Exchange (JSE) Listings Requirements and the requirements of the South African Companies Act, No 71 of 2008, as amended (the Companies Act) and the Company's memorandum of incorporation (MOI).
The Company also subscribes in all its activities to principles of best practice and corporate governance, as set out in the King IV Report on Corporate Governance for South Africa 2016 (King IV*).
The preparation of financial statements in conformity with IFRS Accounting Standards requires management to consistently apply appropriate accounting policies, supported by reasonable judgements and estimates. The directors are of the opinion that the information contained in the Annual Financial Statements fairly present, in all material respects, the financial position at year-end, the financial performance and cash flows of the Group and the Company for the year then ended.
The directors have taken the responsibility for ensuring that accurate and complete accounting records are kept to enable the Group and the Company to satisfy its obligation with respect to the preparation of financial statements. The directors confirm that no facts have been omitted or untrue statements made that would make the financial statements false or misleading.
The directors are also responsible for the oversight of the Group's system of internal controls. This responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
The Group operates in an established control environment, which is documented and regularly reviewed. The Group Risk Management and Compliance Committee plays an integral role in risk management. Risk management and internal control procedures are designed to provide reasonable assurance that assets are safeguarded and that the risks facing the business are controlled.
Internal financial controls have been put in place to ensure that material information relating to the Company and the Group has been provided to effectively prepare the Annual Financial Statements. The internal financial controls are considered adequate and effective and can be relied upon in compiling the Annual Financial Statements. Where deficiencies in the design and operational effectiveness of internal financial controls
have been identified, the Group continues to make improvements to the internal financial controls.
The directors are responsible for the controls over, and the security of, the website and where applicable, for establishing and controlling the process for electronically distributing Annual Financial Statements and other financial information to shareholders and to the Companies and Intellectual Property Commission.
The Group's internal audit function, which operates unimpeded by operational management, and has unrestricted access to the Group's Audit Committee, assesses and, when necessary, recommends improvements in the system of internal control and accounting practices, based on audit plans that take cognisance of the relative degrees of risk of each function or aspect of the business. The Group's internal audit function operates within the Group's combined assurance framework.
The directors have reviewed the Group and the Company budgets and cash flow forecasts for the year to
31 December 2026. In light of this review, the current financial position and existing borrowing facilities, the going concern basis has been adopted in preparing the Group and the Company Annual Financial Statements. The directors have no reason to believe that the Company or its subsidiaries will not be going concerns in the year ahead. These financial statements support the viability of the Group and the Company.
The Group's external auditor, Ernst & Young Inc. (EY), audited the Group and the Company Annual Financial Statements. Their unqualified audit report is presented on pages 14 to 17.
The external auditor was given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the Board of Directors and committees of the Board. The directors believe that all representations made to the independent auditor during their audit are valid and appropriate.
The Group and the Company Annual Financial Statements which appear on pages 1 to 143, were approved for issue by the Board of Directors on 13 March 2026 and are signed on its behalf by:
RT Mupita
Group President and Chief Executive Officer (CEO) Fairland
TBL Molefe
Group Chief Financial Officer (GCFO) Fairland
* Copyright and trademarks are owned by the Institute of Directors Southern Africa NPC and all of its rights are reserved.
CEO and CFO responsibility statement
for the year ended 31 December 2025
Each of the directors, whose names are stated below, hereby confirm that:
The Annual Financial Statements set out on pages 1 to 143, fairly present in all material respects the financial position, financial performance and cash flows of MTN Group Limited in terms of IFRS Accounting Standards.
To the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the Annual Financial Statements false or misleading.
Internal financial controls have been put in place to ensure that material information relating to MTN Group Limited and its consolidated subsidiaries has been provided to effectively prepare the financial statements of MTN Group Limited.
The internal financial controls are adequate and effective and can be relied upon in compiling the Annual Financial Statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls.
Where we are not satisfied, we have disclosed to the Group Audit Committee and the auditor any deficiencies in design and operational effectiveness of the internal financial controls and have taken steps to remedy the deficiencies.
We are not aware of any fraud involving directors.
RT Mupita
Group President and CEO Fairland
13 March 2026
TBL Molefe
GCFO
Fairland
13 March 2026
Certificate by the Company Secretary
for the year ended 31 December 2025
I certify that, to the best of my knowledge and belief, MTN Group Limited has filed all its returns and notices with the Registrar of Companies and Intellectual Property Commission for the year ended 31 December 2025, as required of a public company in terms of section 88(2)(e) of the Companies Act, and that such returns and notices are true, correct and up to date.
MML Mokoka
Acting Group Company Secretary Fairland
13 March 2026
Report of the Audit Committee
for the year ended 31 December 2025
The MTN Group Audit Committee (GAC) is pleased to submit its report for the financial year ended 31 December 2025. This report is prepared in accordance with the South African Companies Act, No. 71 of 2008, as amended, the King IV Code of Governance for South Africa, the Johannesburg Stock Exchange (JSE) Listings Requirements, and other relevant regulatory provisions. The GAC has diligently fulfilled its responsibilities relating to audit and financial reporting as outlined in its Board-approved charter, which underwent review and updates during the current financial year.
The main objective of the GAC is to support the Board in discharging its oversight duties, particularly regarding the adequacy and efficiency of accounting policies, internal financial controls, and processes for financial and corporate reporting. Additionally, the GAC evaluates the effectiveness of the internal audit function, as well as the independence and performance of the external auditor, and recommends the appointment of external auditor to shareholders.
This report details how the GAC met its statutory obligations during the reporting period and addresses significant matters encountered, outlining the actions taken by the GAC to uphold the integrity of MTN's financial reporting.
PEOPLE UPDATE
SAX Gwala was appointed as independent non-executive director and member of the GAC with effect 1 January 2025. Additionally, SN Mabaso-Koyana has been appointed as MTN SA Chairman with effect 1 April 2026, and accordingly will retire as GAC Chairman and stay as GAC member.
COMPOSITION AND GOVERNANCE
The GAC comprises of independent non-executive directors, all of whom satisfy the requirements of section 94(4) of the Companies Act and King IV. The GAC
is adequately skilled, and all members possess the appropriate financial and related qualifications, skills, expertise and experience required to discharge their responsibilities.
The GAC Chairman attended the Group Risk Management and Compliance Committee, as an invitee, to ensure risk-related matters relevant to the GAC are considered. The participation of the Chairman and other GAC members' in the Group Risk Management and Compliance Committee, as well as their membership in the Social Ethics and Sustainability Committee, Human Capital and Remuneration Committee, Directors' Affairs and Governance Committee and Finance and Investment Committee facilitated a comprehensive and integrated oversight of key matters in the respective GAC's deliberations.
The composition of the GAC and the attendance at the meetings by its members during the 2025 financial year are set out below:
Members
Meeting attendance
SN Mabaso-Koyana 8/8
VM Rague 8/8
CWN Molope 8/8
NP Gosa 8/8
T Pennington 8/8
SAX Gwala 8/8
Four formal, three ad hoc meetings and one joint GAC and Risk Committee workshop were held in respect of the 2025 financial year, aligned with key reporting timelines. Members' fees are included in the table of directors' emoluments and related payments in note 10.
Report of the Audit Committee (continued)
for the year ended 31 December 2025
The key focus areas of the meetings were as follows:
Date | Key focus area of meeting |
28 January 2025 | Annual combined meeting of the GAC and the operating companies' Audit and Risk Committee chairs. Aligned on the governance, risk, and control environment across all MTN Group operations to strengthen the internal control environment. |
21 February 2025 | Ad hoc meeting to consider the 2024 financial year-end trading statement. |
10 March 2025 | Governance meeting to consider the below items for the financial year ended 31 December 2024:
|
22 April 2025 | Ad hoc meeting to consider the below items:
|
26 May 2025 | Governance meeting to review the below items:
|
5 August 2025 | Ad hoc meeting to consider the trading statement for the financial period ending 30 June 2025. |
13 August 2025 | Governance meeting to consider the interim results for the financial period ending 30 June 2025, including the review and approval of the internal audit charter. GAC considered the EY partner succession plan and recommended the successful candidate to the Group Board. |
24 November 2025 | Governance meeting to approve the scope of audit, audit plan and related fee in respect of the year-end audit to be performed. Review of the JSE Proactive Monitoring report and terms of reference. |
The Group President & CEO, the GCFO, the Group Chief Risk Officer, the Group Executive: Internal Auditor, the Group Chief Legal & Regulatory Officer, and representatives from the external auditors are invited to attend all meetings of the GAC. Selected senior members of management may be invited to meetings to provide the GAC with expert insights into particular issues or areas within the Group.
The GAC Chairman maintains regular communication with the MTN management team to address pertinent matters directly. Both the internal auditor and the external auditors have unrestricted access to the GAC, including closed sessions without management during the year, to discuss any issues relevant to the GAC's responsibilities. The GAC Chairman convenes meetings with the internal auditor and external auditor as deemed necessary by either party. In addition, the GAC meeting agenda provides for separate meetings between the internal auditor, external auditor, senior management, and GAC members.
The committee Chairman reports to the Group Board on committee activities and the matters discussed at each meeting, noting any issues that require action by the
Board, and providing recommendations to address those issues.
During the current year, the GAC conducted a self-assessment of its effectiveness and performance, having regard to its approved terms of reference and applicable governance standards. The assessment concluded that it operated effectively and discharged its responsibilities appropriately. Furthermore, the Group Company Secretariat conducts an annual assessment of the GAC's effectiveness and every two years, this process includes an externally facilitated evaluation with both assessment procedures being approved by the GAC.
TERMS OF REFERENCE
The GAC assists the Board to carry out its duties by independently overseeing the effectiveness of operational, financial, and control processes. This oversight includes internal financial controls and ensuring that assurance services and functions maintain an effective control environment, supporting the integrity of information in accordance with the applicable legal and regulatory requirements.
Report of the Audit Committee (continued)
for the year ended 31 December 2025
FEEDBACK ON THE KEY FOCUS AREAS FOR THE YEAR UNDER REVIEW
Key focus areas Developments in key focus areas
Monitor the progress on the implementation and standardisation of key controls to further enhance the overall control environment. | The internal control improvement programme is an intensified drive to strengthen, modernise and optimise the internal control environment. Below are the progress on activities to further enhance overall control environment:
|
Strengthening the design and effectiveness of internal controls and internal financial controls. | The Group reviewed and updated key internal financial control policies to strengthen the control environment. These policies have also been localised to ensure compliance across the MTN footprint. |
In parallel, the Group conducted a capability assessment across the Group, focusing on Finance Operations, Treasury, and Tax. Based on the assessment findings, a targeted development programme was created to address identified capability gaps. The initiative aims to build technical competence, strengthen the financial control environment, and reduce regulatory, fiduciary, and financial risks through structured, strategy aligned skills development. | |
The Group concluded the verticalisation of the technical accounting function by expanding the technical accounting team, including in-country technical accounting resources for key operations and the platform businesses. | |
Consider the potential benefits from the introduction of Robotic Process Automation (RPA) for key finance processes and controls. | The Group made progress in building a digitally enabled finance function powered by AI and automation. Below highlights some of the most significant initiatives amongst others:
|
Continue to review the implementation of the enterprise cloud solution across the Group's footprint, the delivery of additional functionality, enhancements to platform performance management and incident resolution and the decommissioning of some legacy platforms. | The GAC continues to review the execution and maturity of the enterprise cloud solution against the Group's Strategic roadmap. Cloud solution deployments continued for the Group's operating companies, including Bayobab entities. Progress reviews noted sustainable cadence reflecting the maturity of the platform. |
Report of the Audit Committee (continued)
for the year ended 31 December 2025
EXECUTION FUNCTIONS OF THE GAC
The GAC is satisfied that, in respect of the period under review, it has conducted its affairs and discharged its duties and responsibilities in accordance with its terms of reference, the Companies Act and paragraph 5.7(h) of the JSE Listings Requirements.
The GAC discharged the following responsibilities during the year under review:
EXTERNAL AUDITOR
The GAC is responsible for the appointment, compensation and oversight of the external auditor for the Group, namely Ernst & Young Inc (EY), in 2025. EY is a global auditing firm and is a level 1 broad-based black economic empowerment (B-BBEE) contributor.
During the period under review the GAC:
Considered and satisfied itself with the independence and objectivity of the external auditor and designated registered auditor and ensured that the scope of non-audit services rendered did not impair their independence.
Approved the non-audit related services performed by the external auditor during the year in accordance with the policy established and approved by the Board.
The fees paid for non-audit services are disclosed in note 2.3 of these Annual Financial Statements and represents 9% of audit fees, which is within the Group's policy of 25% of audit fees. These comprised:
2025
%
2024
%
Assurance related
85
86
Consulting
5
-
Tax
2
8
Other services
8
6
100
100
Services assigned to the Group external auditor were pre-approved following an evaluation of the impact on auditor independence based on the Group's approved policy.
Services for larger assignments are individually evaluated by the GAC and approved if the GAC is satisfied that the independence of the external auditor will not be compromised. These appointments relate to work that will further complement the audit engagement or where the audit firm will be in a position to provide a higher quality and more cost-effective service. Other than for the fees for approved services, no other benefits were provided to the auditor. Larger projects during 2025 included limited assurance reviews on revenue assurance maturity and control self-assessment, agreed upon procedures on remuneration and tax administration and consultation services.
The GAC performed the following oversight role of the external audit function:
Determined the external auditor terms of engagement and fees for 2025, which are disclosed in note 2.3.
Satisfied itself with the performance of the external auditor and designated registered auditor.
EY will have served as the Group external auditor for five years upon the completion of the upcoming financial year ended 31 December 2025 audit.
- EAL Botha has been the engagement partner since 2021 and in accordance with independence requirements, EAL Botha will conclude his tenure as lead engagement partner for MTN Group audit upon conclusion of the audit for the financial year ended 31 December 2025.
The GAC has reviewed potential successor candidates for the position of lead engagement partner, in anticipation of the mandatory rotation and conclusion of EAL Botha's tenure upon completion of the financial year ended 31 December 2025 audit. Following a comprehensive evaluation, S Sithebe is recommended for the role based on his distinctive combination of skills, expertise, and leadership, which will support the Group's commitment to excellent audit oversight.
Assessed the audit firm as well as the engagement partner's suitability for appointment, in terms of paragraphs 5.7(h)(iii) and 6.36-6.38 of the JSE Listings Requirements taking into account the quality of the audit work and related reporting to the GAC, industry expertise of the firm and its designated partner, findings by the Independent Regulatory Board for Auditors (IRBA) and statements relating to independence as well as the representations made by the external auditor to the GAC including those under International Standard on Quality Control 1 (ISQC 1).
The GAC recommends the re-appointment of EY at the Company's 31st Annual General Meeting (AGM).
FINANCIAL STATEMENTS, ACCOUNTING PRACTICES AND OTHER FINANCIAL MATTERS
Reviewed and approved the accounting policies and the Annual Financial Statements of the Group and the Company for the year ended 31 December 2025, and based on the information provided to it, the GAC considered that, in all material respects, they are appropriate and comply with the provisions of the Companies Act, IFRS Accounting Standards, the SAICA Financial Reporting Guides as issued by the APC, Financial Reporting Pronouncements as issued by the FRSC, and the JSE Listings Requirements as well as content from the JSE's annual proactive monitoring report and references to prior year reports highlighted therein.
Reviewed the processes in place for the reporting of concerns and complaints relating to financial reporting and accounting practices, internal audit, contents of the Group's and the Company's financial statements, internal financial controls and any related matters.
Reviewed Group tax exposures and assessed the appropriateness of the Group's tax policies.
Reviewed the Group Treasury Policy, compliance thereof and management's counterparty risk assessments.
Considered the effectiveness of TSM Shomang as the Debt Officer in line with requirements of paragraph 7.3(g) of the JSE Debt and Specialist Securities Listings Requirements.
Reviewed progress on litigation and legal exposures and the related accounting applied and disclosure included in these Annual Financial Statements.
Received regular updates from management on the repatriation of funds from the Group's operating entities.
Considered the appropriateness of management judgements, estimates made and the accounting treatment of significant transactions.
Considered whether the established financial reporting procedures are appropriate and that the procedures are operating effectively, which includes a consideration of all entities included in the consolidated Group Annual Financial Statements. The GAC considered if the Group had access to all the financial information of MTN Group Limited and its subsidiaries, associates and joint ventures to allow the Group to effectively prepare and report on the financial statements.
Report of the Audit Committee (continued)
for the year ended 31 December 2025
Significant matters that the Group Audit Committee has considered in relation to the Annual Financial Statements.
Significant matters considered Actions and conclusions
Restatement of 2024 Annual Financial Statements Management identified that MTN Ghana's network infrastructure leases had not been remeasured following contractual lease extensions and the introduction of fixed escalations in prior years (note 11). | The GAC considered management's quantification and disclosure of the restatement in the Annual Financial Statements. The GAC also considered management's root cause analysis report as well as reports from internal and external audit. The GAC evaluated the proposed improvements in internal financial controls recommended by management, which include enhancement of contract management systems and processes. The GAC will monitor management's progress on strengthening these internal financial controls on leases. |
Judgement relating to uncertain legal, tax and regulatory matters The Group operates in a number of complex and uncertain legal, regulatory and tax jurisdictions where judgement is required in assessing litigation, regulatory and tax exposures (note 1.5.7; note 3 and note 6.6). Details of ongoing litigation relating to MTN Afghanistan and Irancell Anti-Terrorism complaints and Turkcell's claims classified as remote exposures have been disclosed in the Director's Report on page 11. | The GAC reviewed risk and compliance, legal and tax reports from management and requested opinions from independent specialists where it considered appropriate. The GAC considered management's assessment of possible, probable and remote exposures and the related provisions and contingent liability disclosure on tax, regulatory and legal matters, in light of the latest correspondence on these matters by the respective authorities. The GAC also considered the assessment by the Group's external auditor of the appropriate recognition, measurement and disclosure of uncertain tax, legal and regulatory matters. The GAC was satisfied that the recognition, measurement and disclosure of uncertain tax, legal and regulatory matters by management was appropriate. |
Significant transactions for 2025 included: The Group disposed 19.3 million shares in Scancom PLC (MTN Ghana) as part of localisation strategy for net proceeds of R101 million. The Group's effective shareholding reduced from 73.99% to 72.91% (refer to note 9.4.2.1). During the financial year, MTN Zakhele Futhi Board elected, with the consent of the Group and the relevant funders, to fully unwind the scheme and settle its funding obligations. The Group has recognised R3 433 million in share premium and recognised the related interest of participants as a non-controlling interest (refer to note 8.1).
On 18 February 2026 the Group announced that it entered into an agreement to acquire an additional shareholding in IHS Holdings Group (IHS Holdings) of 75.3% increasing the Group's shareholding to 100%. The offer price is US$8.50 per share, amounting to a total consideration of US$2.2 billion. | The GAC evaluated management's proposed accounting treatment and related disclosures for the transaction. The GAC concluded that management had appropriately accounted for and disclosed these transactions in accordance with applicable IFRS Accounting Standards. |
Recognition of a deferred tax asset in MTN International (Mauritius) Limited (MTN Mauritius) MTN Mauritius has accumulated a deferred tax asset of R2 716 million resulting mainly from an assessed loss. The assessed losses have no expiry. The Group evaluated the reasons for the historical losses and the likelihood that the identifiable causes will recur. It also considered whether it is probable that the entity will have taxable profits before the unused tax losses expire. The Group also performed a stress test on the recovery period based on possible outcomes. As a result, the Group derecognised R616 million of the previously recognised deferred tax asset in consequence of reducing the number of years considered in assessing the recoverability of the recognised deferred tax asset. The Group concluded that sufficient taxable profit will be available against which the unused tax losses can be utilised (note 1.5.4). | The GAC reviewed management's assessment of the historic reasons for the assessed loss and the likelihood that it will recur. The GAC also considered management's assumptions on future taxable profits and the outcome of the stress test completed. The recovery period of the deferred tax asset was also assessed against the Group's investment period. The GAC considered the assessment by the Group's auditors. The committee was satisfied with management's assessment that it is probable that taxable profits will be available and the resulting accounting treatment of the deferred tax asset. |
Judgement applied regarding the impairment of cash-generating units Cash-generating units are tested at least annually for impairment to assess whether the recoverable amounts exceed the carrying amounts. The calculation of the recoverable amounts require judgement in estimating discount rates and future cash flows (note 1.5.1 and note 5.2.1). The ongoing conflict in Sudan has resulted in loss of revenue and earnings and has led to a prolonged hyperinflationary environment. As a result, MTN Group has recognised an impairment of R2 606 million relating to MTN Sudan's non-current assets (note 5.3). | The GAC reviewed submissions and presentations by management on the financial results, significant transactions, critical accounting judgements and assumptions as well as views by the Group's external auditor on key audit matters. |
Report of the Audit Committee (continued)
for the year ended 31 December 2025
INTERNAL AUDIT FUNCTION OVERSIGHT
The GAC has oversight over the Group internal audit function (IA). The GAC:
Considered the effectiveness and independence of the internal audit function, its impact as a third line of assurance and monitored adherence to the annual internal audit plan.
Reviewed the continued embedment of the third line of defence as a central reporting function and its effective positioning within the organisation's operation.
Considered the appropriateness of IA key performance indicators (KPIs) for alignment to the mandate of an independent third line assurance function.
Reviewed the performance of the Chief Audit Executive to assess her skills, experience, human resources and budgetary support from the organisation in order to successfully execute the IA mandate in the year under review.
The GAC obtained appropriate evidence to satisfy themselves that the Group IA function fulfilled its mandate appropriately.
Reviewed the reported results of audit work in order to be satisfied that they appropriately supported the final annual assessment of governance, risk management and system of internal controls of the Group.
Reviewed the critical matters raised by the IA function, obtained and evaluated management's action plans to address those matters and assessed the adequacy of those actions to appropriately and sustainably resolve those critical matters.
Considered the effectiveness of the combined assurances provided by all the lines of assurance, through a review of management's representations and attestations, reports from the risk and compliance function and other similar second lines of assurance, together with an evaluation of the assurance of third lines, namely external and internal audit functions.
INTERNAL FINANCIAL CONTROLS
The GAC utilises the skills and expertise of the IA to monitor, review and evaluate the effectiveness of the internal financial controls. The GAC:
Reviewed the journey towards a digitally transformed operating model.
Reviewed the assessment, prepared by internal audit, on the effectiveness of the Group's risk management, governance and system of internal financial controls.
Monitored the progress on processes established by the Group's management for the annual review of the design, implementation and effectiveness of internal financial controls for all material operations in the Group. Reflected on management's self-identified control weaknesses and satisfied themselves on the impact and adequacy of their remedial actions including the underlying processes to support the Group's CEO and CFO attestations.
Oversaw the work performed by IA and reviewed their written assessment of the overall effectiveness of the Group's system of internal financial controls. This written assessment by the Chief Internal Auditor together with management's responses and relevant remediation plans to resolve identified control deficiencies, formed the basis for the GAC's recommendation to the Board to support their approval of the Annual Financial Statements.
Furthermore, the GAC inspected the reports from the external auditors detailing control gaps identified and management's responses thereto. Representations from the external auditors regarding the reasonableness of the system of internal financial controls formed the basis for the GAC's recommendation to the Board to support their approval of the Annual Financial Statements.
Other than the areas of control deficiencies mentioned above, no material weaknesses reported by the auditors or management have resulted in actual material financial losses, fraud or material errors during 2025. The GAC, therefore, fully supports the assessment of the effectiveness of the internal financial controls in the preparation of the Annual Financial Statements, included in the directors' report on page 13.
Reviewed the report from the Group's forensic services function on the result of forensic investigations conducted in the period under review and their financial impact as they pertain to financial reporting.
Reviewed the reports of the external auditor detailing the findings arising from their audit.
The IA performed an audit of the following in respect of the risk function:
Reviewed the Group risk management framework i.e., policies and processes of risk identification, assessment, and continuous risk monitoring.
Reviewed the matters related to financial reporting presented on the risk registers, its impact, likelihood of occurrence and mitigating actions.
The Committee oversaw the process in terms of which internal audit performed a written assessment of the effectiveness of the Group's system of internal control (including internal financial controls). This written assessment by IA formed the basis for the committee's recommendation in this regard to the board for the board to report thereon.
Report of the Audit Committee (continued)
for the year ended 31 December 2025
GROUP CHIEF FINANCIAL OFFICER AND FINANCE FUNCTION
Reviewed the performance of the Group Chief Financial Officer, TBL Molefe, and was satisfied that she has the appropriate expertise, competence, qualifications and experience to fulfil this role and that she had performed appropriately for the year ended 31 December 2025.
The effectiveness of the Debt Officer, TSM Shomang, was evaluated in accordance with the JSE Debt and Specialist Securities Listings Requirements 7.3(g), confirming that he possesses the necessary expertise and experience and has performed satisfactorily for the year ended 31 December 2025.
The GAC reviewed and confirmed the adequacy of the expertise and experience within the Group finance function, as well as the sufficiency of resources allocated to meet all financial, control, and reporting needs of the Group. Additionally, the GAC assessed management's efforts to enhance financial skills across its operations.
GOING CONCERN STATUS
The GAC was satisfied that the Group's and Company's Annual Financial Statements have been prepared on a going concern basis, and the directors are satisfied that the Group is in a sound financial position to meet its foreseeable cash requirements. The Board's statement on the going concern status of the Group and Company is contained on page 11 of the Directors' report.
SOLVENCY AND LIQUIDITY REVIEW
The GAC is satisfied that the Board has performed a solvency and liquidity test on the Company in terms of section 46 of the Companies Act and has concluded that the Company will satisfy the test after payment of the final dividend.
The GAC also considered guarantees issued on behalf of subsidiaries.
INTEGRATED REPORT
In April 2026 the GAC will review the Integrated Report, reporting process, and governance and financial information included in the 2025 Integrated Report after having considered recommendations from the Social, Ethics and Sustainability Committee, Human Capital and Remuneration Committee, Directors Affairs and Governance Committee, Risk Management and Compliance Committee. After completion of their review, the GAC will submit recommendations to the Board for the approval of the Integrated Report.
INFORMATION TECHNOLOGY GENERAL CONTROLS
The GAC evaluates the effectiveness of IT governance and control mechanisms through assurance reports provided by both internal and external auditors. The application of a combined assurance framework enables continuous feedback across various control and governance lines, ensuring a comprehensive and integrated approach to IT risk and control within MTN.
KEY FOCUS AREAS FOR 2026
The GAC has set the following key areas of focus for 2026 in addition to its annual governance responsibilities:
The OECD issued new Pillar 2 guidance relating to safe harbours. The new guidance materially changes compliance, data and modelling for the year. Focus will be on aligning models, undertaking data taxonomies, preparing for the submission of the Global Anti-Base Erosion (GloBE) return and ensuring that the Group still falls within the ambit of the safe harbours.
Accelerate digital adoption in finance, including the adoption of cloud ERP and Netsuite deployment and adoption of AI functionality as it is released; to build a future-ready and technology driven finance function.
Continue to reshape finance through a modernised operating framework, driving stronger controls and embedding innovation.
Scale and embed the initiatives implemented, with a particular focus on establishing a financial control self-assessment methodology, overseeing periodic assessments, actively monitoring control metrics, and following up on identified control gaps to ensure sustained improvement.
Review management's control assessment on leases and monitor progress on the execution of action plans to enhance internal financial controls.
Review internal controls over third-party service providers, including contract management, adherence to service-level agreements as well as project management.
Review the progress on the standardisation of processes and verticalisation of procurement.
Monitor the progress on the implementation and standardisation of key controls to further enhance the overall control environment including the areas highlighted by Internal Audit as part of the review of IFCs.
Adoption of AI capabilities for efficiency and effective control environment monitoring, together with governance of AI adoption.
Evaluate management's assessment of the impact of King V principles and monitor its implementation.
CONCLUSION
The GAC hereby confirms that it has fulfilled all its statutory obligations and has discharged its duties as mandated by the Board in accordance with its terms of reference for the financial year under review.
The GAC reviewed the MTN Group Limited consolidated and Company Annual Financial Statements for the year ended 31 December 2025 and recommended them for approval to the Board on 13 March 2026.
SN Mabaso-Koyana
Group Audit Committee Chairman 13 March 2026
Directors' report
for the year ended 31 December 2025
The Board of Directors is pleased to present its report for the year ended 31 December 2025.
The report has been prepared based on the requirements of the Companies Act, King IV, the JSE Listings
Property, plant and
2025 2024
Restated1
Rm Rm
Requirements and other applicable regulatory requirements.
NATURE OF BUSINESS
The Company was incorporated in the Republic of South Africa on 23 November 1994 (Company registration: 1994/009584/06). The Company's shares are listed on the JSE under JSE: MTN, in the mobile telecommunications sector. The Company's registered address is 216 14th Avenue, Fairland, Roodepoort, Gauteng, 2195.
The Group is a leading Pan-African mobile operator that provides a diverse range of voice, data, digital, fintech, wholesale and enterprise services.
COMPLIANCE WITH FINANCIAL REPORTING STANDARDS
issued by the IFRIC and comply with the SAICA Financial | progress | 760 | 997 |
Reporting Guides as issued by the APC and Financial | Leased assets | 12 668 | 23 337 |
Reporting Pronouncements as issued by the FRSC, the Right-of-use assets 12 668 23 337 JSE Listings Requirements and the requirements of the | |||
The Group and the Company Annual Financial Statements were prepared in accordance with IFRS Accounting Standards as issued by the IASB and Interpretations as
equipment 33 945 24 622 Land and buildings
705 | 107 |
86 | 55 |
24 596 | 19 071 |
1 462 | 921 |
6 692 | 4 283 |
- | 13 |
404 | 172 |
Leasehold Improvements
Network infrastructure
Information systems, furniture and office equipment
Capital work-in-progress/other2
Spare parts Vehicles
4 636
3 632
Intangible assets 4 392 5 633 Software
Capital work-in-
Companies Act.
FINANCIAL RESULTS
The Group recorded a profit after tax for the year ended 31 December 2025 of R27 401 million (restated loss after tax for 2024: R10 889 million). Full details of the financial results of the Group and the Company are set out in these Annual Financial Statements and accompanying notes for the year ended 31 December 2025.
SUDAN CONFLICT
The ongoing conflict in Sudan contributed to a prolonged period of hyperinflation and has caused a loss in revenue and earnings. As a result, the Group recognised an impairment of R2 233 million for the period ended 30 June 2025, with an additional R373 million charge that resulted from hyperinflation accounting (refer to note 5.3) relating to MTN Sudan's non-current assets.
CAPITAL EXPENDITURE
Capital expenditure for the year ended 31 December 2025 amounted to R51 005 million (2024: R53 592 million) which comprised the following:
51 005 53 592
1 Restated, refer to note 11 for details on the restatement.
2 The majority of capital work-in-progress relates to long-term network infrastructure projects.
Licences and spectrum acquired during the year:
2025
Rm
2024
Rm
Global Connect Uganda Limited (Global Connect
Uganda) - 4
MTN Nigeria Communications PLC
(MTN Nigeria) 423 309
Congo-Brazzaville S.A.
(MTN Congo B) 5 319
Scancom PLC
(MTN Ghana) 1 341 816
MTN South Sudan Limited (MTN South
Sudan) 1 811 3
MTN Sudan Company
Limited (MTN Sudan) 195 -
3 775 1 451
Directors' report (continued)
for the year ended 31 December 2025
RELATED PARTY TRANSACTIONS
Details of related party transactions are set out in note
10.1 of these Annual Financial Statements.
YEAR UNDER REVIEW
The results of the Group and Company have been set out in the attached Annual Financial Statements.
LITIGATION
MTN conducts its business in a responsible and compliant manner in all its territories and will defend its position where necessary. The below matters have each been assessed as remote and therefore no contingent liabilities have been disclosed.
Cabrera v Black & Veatch Anti-Terrorism first complaint On 27 December 2019, a complaint for violation of the Anti-Terrorism Act (ATA) was filed in the United States District Court for the District of Columbia against MTN Group, MTN Afghanistan and others. MTN filed a motion to dismiss the complaint on the basis that MTN is not subject to the jurisdiction of the US courts and that the complaint fails to articulate a viable claim under the ATA. On
30 July 2021 the magistrate judge issued a report and recommendation (R&R) recommending that the case against the MTN defendants be dismissed. On 27 November 2023, the plaintiffs filed an application for leave to amend their complaint. On 28 March 2024, the court granted the plaintiffs' motion to amend their complaint and also vacated the magistrate judge's report recommending the dismissal of the first amended complaint and stayed the Cabrera case pending the finalisation of various appeals in the unrelated matter of Atchley v AstraZeneca.
Zobay v MTN Anti-Terrorism second complaint
There are no material developments regarding this matter, which has previously been reported on.
Chand v MTN and Davis v MTN Anti-Terrorism third and fourth complaints
On 27 March 2022, two further complaints for violation of Anti-Terrorism Act (ATA) were filed in the United States District Court for the District of Columbia against MTN Group Limited, two former MTN executives and Irancell Telecommunication Company (PJSC). MTN filed a Motion to Dismiss on the basis that MTN is not subject to the jurisdiction of the US courts and that the complaint fails to articulate a viable claim under the ATA. On 28 July 2023, the court denied MTN's motion and granted plaintiffs leave to pursue jurisdictional discovery, which was subsequently undertaken. Following the jurisdictional discovery, on 5 September 2025 MTN filed its amended Motions to Dismiss the plaintiff's amended complaints. The plaintiffs filed their opposition to MTN's Motion to Dismiss, to which MTN has filed a Reply. MTN is awaiting the scheduling of the court hearing.
Long v MTN Anti-Terrorism fifth complaint
On 28 July 2023 a new complaint for violations of the US ATA was filed in the United States District Court for the Eastern District of New York against MTN Group, MTN Dubai (Limited) (MTN Dubai) and other defendants, including Irancell Telecommunication Company (PJSC) (Irancell). The claim is predicated on similar core factual allegations as the previous ATA cases
that have already been filed against MTN. MTN has filed a Motion to Dismiss. On 25 September 2025, the court handed down a decision in favour of MTN. The court granted MTN's Motion to Dismiss the Syria-related claims, finding that it was too remote from MTN's alleged actions in Iran to meet the legal standard for culpability.
Turkcell claim
On 29 April 2025 the Supreme Court of Appeal (SCA) handed down its judgment. The SCA set aside the High Court judgment in relation to exclusive jurisdiction, State Immunity and the Act of State Doctrine and decided that the South African courts do have jurisdiction to adjudicate the claim. The SCA, however, upheld the High Court ruling that Iranian law is applicable to key aspects of the dispute. The decision to uphold the appeal does not relate to the merits of Turkcell's claims as the issues before the Supreme Court of Appeal pertain to preliminary points of law that address jurisdiction and choice of laws. MTN has filed an application for Leave to Appeal to the Constitutional Court and is awaiting direction from the court.
Department of Justice Grand Jury Investigation
MTN has been approached, through its external US counsel, regarding a US Department of Justice (DoJ) grand jury investigation relating to MTN Group, its former subsidiary in Afghanistan and Irancell. MTN is cooperating with the DoJ and voluntarily responding to requests for information. MTN has not been charged with any violations of the law. Engagements with the DoJ are ongoing.
BORROWING POWERS
In terms of the MOI, the borrowing powers of the Company are unlimited. However, all borrowings by the Company are subject to limitations set out in the treasury policy of the Group. The details of borrowings are disclosed in note 6.1.
GOING CONCERN
The directors have reviewed the Group's and Company's budget and cash flow forecasts for the year to
31 December 2026. On the basis of this review, the current financial position and existing borrowing facilities, the directors are satisfied that the Company and the Group have access to adequate resources to continue in operational existence for the foreseeable future, are going concerns, and have continued to adopt the going concern basis in preparing the Annual Financial Statements.
SUBSIDIARY COMPANIES AND JOINT VENTURES
Details of subsidiaries and joint ventures in which the Group has a direct or indirect interest are set out in note
9.1 of these Annual Financial Statements.
All Group entities have a year-end consistent with that of the Company with the exception of Irancell, a joint venture of the Group that has a year-end of 21 December for Group reporting purposes and a statutory year-end of 21 March.
Directors' report (continued)
for the year ended 31 December 2025
DISTRIBUTION TO SHAREHOLDERS
Before declaring dividends, the Board:
Applied the solvency and liquidity test; and
Assessed whether the Company would satisfy the solvency and liquidity test immediately after payment of the interim and final dividend.
The payments of future dividends will depend on the Board's ongoing assessment of the Group's earnings, financial position, cash needs, future earnings prospects and other future factors.
Dividends
No dividends were declared for the half-year ended 30 June 2025.
Final dividend
Notice is hereby given that a gross final dividend of 500 cents per share for the period to 31 December 2025 has been declared payable to shareholders. This dividend has been declared out of the Company's reserves. The number of ordinary shares in issue at the date of this declaration is 1 833 678 868 (including 55 866 treasury shares held by Mobile Telephone Networks Holdings Limited (MTN Holdings)) and the 650 627 shares held by the 2016 MTN ESOP Trust. The dividend will be subject to a maximum local dividend tax rate of 20% which will result in a net dividend of 400 cents per share to those shareholders who bear the maximum rate of dividend withholding tax of 100 cents per share.
The Company's tax reference number is 9692/942/71/8. In compliance with the requirements of STRATE, the electronic settlement and custody system used by the JSE, the salient dates relating to the payment of the dividend are as follows:
Last day to trade cum
dividend on the JSE Tuesday, 7 April 2026
First trading day ex dividend
on the JSE Wednesday, 8 April 2026
Record date Friday, 10 April 2026
Payment date Monday, 13 April 2026
No share certificates may be dematerialised or rematerialised between Wednesday, 8 April 2026 and Friday, 10 April 2026, both days inclusive. On Monday,
13 April 2026, the dividend will be transferred electronically to the bank accounts of certificated shareholders. Shareholders who hold dematerialised shares will have their accounts held by the Central Securities Depository participant or broker credited on Monday, 13 April 2026. The Board confirms that the Company will satisfy the solvency and liquidity test after the completion of the dividend distribution.
SHARE CAPITAL
Authorised share capital
There was no change in the authorised share capital of the Company during the year under review. The authorised ordinary share capital of the Company is
2.5 billion shares of 0.01 cents each.
Issued share capital
The issued share capital of the Company is R183 368 (2024: R188 427) comprising 1 833 678 868 (2024:
1 884 269 758) ordinary shares of 0.01 cents each.
CONTROL OF UNISSUED SHARE CAPITAL
The unissued ordinary shares are the subject of a general authority granted to the directors in terms of section 38 of the Companies Act. As this general authority remains valid only until the next AGM, shareholders will be asked at that meeting to consider an ordinary resolution placing the said unissued ordinary shares, to a maximum of 10% of the Company's issued share capital, under the control of the directors until the next AGM.
The Company did not exercise this authority during the current or prior financial year.
ACQUISITION OF THE COMPANY'S OWN SHARES
At the last AGM held on 29 May 2025, shareholders gave the Company or any of its subsidiaries a general approval in terms of section 48 of the Companies Act and the JSE Listing Requirements, by way of resolution, for the acquisition of its own shares. As this general approval remains valid only until the next AGM, shareholders will be asked at that meeting to consider a resolution to renew this general authority until the next AGM, subject to a maximum extension of 15 months.
SHAREHOLDERS' INTEREST
Details of shareholders' interest and a shareholder spread analysis are disclosed in Annexure 1 of these Annual Financial Statements.
RETIREMENT OF DIRECTORS
S Kheradpir has stepped down as an independent non-executive director on 31 March 2025, following nine years of dedicated service. The Board extends its sincere appreciation for his invaluable contributions particularly in his role as Chairman of the Group Risk and Compliance Committee since 2020.
RETIREMENT BY ROTATION OF DIRECTORS
In accordance with the Company's MOI, RT Mupita, T Pennington, N Newton-King and N Gosa will retire by rotation at the forthcoming AGM. The retiring directors, being eligible, offer themselves for re-election.
N Sowazi and S Miller, will have been directors of the Company for a period in excess of nine years. Should the Company wish to extend their tenure beyond nine years this will be communicated in the AGM notice.
The profiles of the directors retiring by rotation and seeking re-election will be set out in the notice of the AGM.
APPOINTMENTS AND RESIGNATIONS
SAX Gwala was appointed as in independent non-executive director with effect from 1 January 2025.
S Mabaso-Koyana has been appointed as the Chairman of MTN SA with effect from 1 April 2026.
MML Mokoka was appointed as Acting Group Company Secretary with effect from 12 March 2026, replacing PT Sishuba-Banoyi who was the Group Company Secretary.
Directors' report (continued)
for the year ended 31 December 2025
COMPANY INDEMNITY DISCLOSURE
In accordance with paragraph 166.2 of the Company's MOI, stating that the Company may "advance expenses to a director to defend litigation in any proceedings arising out of the director's service to the Company", the Company has approved an indemnity for its directors and prescribed officers, to the extent of the below indemnity:
The directors and prescribed officers of MTN Group Limited (who fall within the definition of director in terms of Section 78 of the Companies Act) (directors), are hereby indemnified in respect of any liability arising other than contemplated in section 78(6) of the Companies Act, and the Company will advance the director's reasonable expenses to defend litigation in any proceedings arising out of the director's service to the Company and hereby indemnify the directors in respect of such expenses subject to the provisions of section 78(8) of the Companies Act.
DIRECTORS AND PRESCRIBED OFFICERS' INTERESTS, SHAREHOLDINGS AND DEALINGS
Details of the interests of directors and prescribed officers' shareholdings and dealings are provided in note 10.2.
EMPLOYEE SHARE SCHEMES
Details of the Group's share schemes are provided in note 8.4.
CHANGES IN SHAREHOLDING
MTN Ghana transactions
The Group disposed of 19.3 million shares in MTN Ghana as part of the Group's localisation strategy. This decreased the shareholding from 73.99% to 72.91%.
INTERNAL FINANCIAL CONTROLS
During the year under review, the Board, through the Audit Committee, assessed the results of the formal documented review of the Group's system of internal controls and risk management, including the design, implementation and effectiveness of the internal financial controls conducted by internal audit and considered information and explanations given by management and discussions with the external auditor on the results of the audit. Although certain weaknesses in financial controls, whether in design, implementation or execution were identified, the internal financial controls are considered adequate and effective and can be relied upon in compiling the Annual Financial Statements.
Where deficiencies in the design and operational effectiveness of internal financial controls have been identified, remedial actions have been initiated.
IT GENERAL CONTROLS
In line with King IV, the MTN Board has oversight of IT governance and IT general controls. MTN is committed to established IT governance policies, to ensure the efficacy of IT general controls, and integrating IT risks into the organisation's overarching risk management practices. The Group Risk and Compliance Committee, guided by the Board's directives, is tasked with overseeing IT general controls, placing information security as a priority due to the increasing cyber threat landscape.
Furthermore, the Risk committee reviews the effectiveness of the IT governance and control mechanisms in the assurance reports provided by both internal and external auditors. The implementation of a combined assurance framework facilitates continuous feedback across different control and governance lines, ensuring a holistic and integrated approach to IT risk and control within MTN.
ANNUAL GENERAL MEETING
The AGM will be held on Friday, 29 May 2026. Refer to the notice of the 31st AGM, when issued, for further details of the ordinary and special business for consideration at the meeting.
AUDITOR
EY was the auditor in accordance with section 90 of the Companies Act for the 2025 year. The Audit Committee reviewed the independence of the auditor during the period under review and satisfied itself that the auditor was independent of the Group. The Audit Committee will recommend the re-appointment of EY as Group auditor at the AGM.
EVENTS AFTER THE REPORTING PERIOD
The Group entered into a transaction to acquire an additional shareholding of 75.3% in IHS Holding Limited, increasing the Group's shareholding to 100%. The offer price is US$8.50 per share, amounting to a total consideration of US$2.2 billion. The consideration is intended to be funded by approximately US$1.1 billion of cash on IHS Group's' balance sheet at completion and the remainder funded by the Group's available liquidity and debt. The Group anticipates to conclude the transaction in the 2026 financial year.
Independent auditors' report to the shareholders of MTN Group Limited
for the year ended 31 December 2025
REPORT ON THE AUDIT OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Opinion
We have audited the consolidated and separate Financial Statements of MTN Group Limited and its subsidiaries ('the Group') and Company set out on pages 19 to 143, which comprise of the Group and Company statements of financial position as at 31 December 2025, and the Group income statement for the year then ended, the Group and Company statement of comprehensive income, the Group and Company statements of changes in equity and the Group and Company cash flows for the year then ended, and notes to the Group and Company financial statements, including material accounting policy information.
In our opinion, the consolidated and separate Financial Statements present fairly, in all material respects, the consolidated and separate financial position of the Group and Company as at 31 December 2025, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa.
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 consolidated and separate Financial Statements section of our report. We are independent of the Group and Company in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) as applicable to audits of financial statements of public interest entities, and other independence requirements applicable to performing audits of financial statements of the Group and Company in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits of the Group and Company in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette Number 49309 dated 15 September 2023 (EAR Rule) we report:
Final materiality
The ISAs recognise that:
misstatements, including omissions, are considered to be material if the misstatements, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements;
judgments about materiality are made in light of surrounding circumstances, and are affected by the size or nature of a misstatement, or a combination of both; and
judgments about matters that are material to users of the financial statements consider users as a group rather than as specific individual users, whose needs may vary greatly.
The amount we set as materiality represents a quantitative threshold used to evaluate the effect of misstatements to the financial statements as a whole based on our professional judgment. Qualitative factors are also considered in making final determinations regarding what is material to the financial statements.
Group final materiality:
We determined final materiality for the Group to be R2.4 billion, which is based on 2.5% of adjusted earnings before interest, tax, depreciation and amortisation ('EBITDA'). We have identified adjusted EBITDA as the most appropriate basis as we believe that for profit companies are evaluated by users on their ability to generate earnings. Profit before tax ('PBT') and earnings before interest and tax ('EBIT') were considered as bases, however these bases are not relevant as the Group's communications to the market continues to be focused on EBITDA. Our review of information provided to users by the entity and analysts confirms our view.
Company final materiality:
We determined materiality for the Company to be R254 million, which is 1% of total assets. We have identified total assets as the most appropriate basis due to the nature of the standalone Company which is the basis against which the performance of the Company is most commonly measured by users, and is a generally accepted basis in companies evaluated by users for capital growth as well as the performance of investments. Our review of information provided to users by the entity and analysts confirms our view.
Group audit scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each component within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into account the size and risk profile of the components in the Group. In addition, we further consider the organisation of the Group and effectiveness of Group-wide controls, changes in the business environment, and other factors such as our experience in prior years and recent internal audit results when assessing the level of work to be performed at each component of the Group. Our process focuses on identifying and assessing the risk of material misstatements of the Group financial statements as a whole including, with respect to the consolidation process.
Independent auditor's report to the shareholders of MTN Group Limited (continued)
for the year ended 31 December 2025
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by us, as the primary audit engagement team, or by component auditors under our instruction.
In selecting components, we perform risk assessment activities across the Group and its components to identify risks of material misstatement. We then identify how the nature and size of the account balances at the components contribute to those risks and thus determine which account balances require an audit response. We then consider for each component the degree of risk identified (whether pervasive or not) and the number of accounts requiring audit responses to assign either a full or specific scope (including specified procedures) to each component. We involved component auditors in this risk assessment process.
In our assessment of the residual account balances not covered by the audit procedures, we considered whether these could give rise to a risk of material misstatement of the Group financial statements. This assessment included performing overall analytical procedures at Group level.
Of the 18 components selected, we identified:
12 components ("full scope components") which were selected based on the pervasiveness of risk in those components and for which we therefore performed procedures on what we considered to be the entire financial information of the component.
6 components ("specific scope components") where our procedures were more focused or limited to specific accounts which we considered had the potential for the greatest impact on the significant accounts in the financial statements given the specific risks identified.
At a Group level, we also tested the consolidation process and procedures were performed centrally for, amongst others, material valuations within the Group, hyperinflation and the assessment of recoverability for material deferred tax asset balances.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated and separate Financial Statements of the current period. These matters were addressed in the context of our audit of the consolidated and separate Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate Financial Statements.
In terms of the EAR Rule, we are required to report the outcome of audit procedures or key observations with respect to the key audit matters and these are included below.
Independent auditor's report to the Shareholders of MTN Group Limited (continued)
for the year ended 31 December 2025
The key audit matters apply only to the audit of the consolidated Financial Statements.
Key audit matter How the matter was addressed in the audit
Network Infrastructure Lease restatement of Scancom PLC (MTN Ghana)
For the year ended 31 December 2025, the Group identified that certain network infrastructure leases of MTN Ghana had not been correctly remeasured to account for contractual lease extensions and fixed escalation clauses included in earlier lease addendums.
Ghana's economy was assessed to be hyperinflationary from 1 January 2023 until 30 June 2025. Upon initial application of hyperinflation accounting during 2023, the uplift of assets resulted in MTN Ghana's net asset value exceeded its recoverable amount. Consequently, the initial hyperinflation adjustments were limited to the recoverable amount, which affected the hyperinflation adjustment to goodwill. The restatement to correct MTN Ghana's right-of-use assets and lease liabilities increased the net asset value at the time of adopting hyperinflation accounting in 2023, therefore impacting the initial hyperinflation adjustment to goodwill.
The Group restated the right of use assets, goodwill, lease liabilities, equity opening balances, prior year profit after tax and hyperinflationary impact of MTN Ghana. The right-of-use assets increased by R3 billion, the lease liabilities increased by R1.2 billion, goodwill decreased by R2.2 billion, and opening retained earnings increased by R2 billion. Profit after tax for 2024 increased by R293 million due to lease extensions and fixed escalation clauses. Basic and diluted earnings per share increased by 12 cents.
We considered this a key audit matter due to the significant time incurred to analyse and interpret the contractually enforceable rights and obligations, the complexity in interpreting the relevant accounting requirements and the magnitude of the amounts in the consolidated Financial Statements.
Refer to notes:
Note 1.5.5: Critical accounting judgements, estimates and assumptions - Hyperinflation
Note 1.5.9: Critical accounting judgements, estimates and assumptions - Leases
Note 6.5: Leases
Note 11: Prior period error
Key Observations
Our audit procedures, amongst others, included:
With the involvement of our component auditors
(EY Ghana) the following procedures were performed:
Reviewed the contractual terms of addendums and agreements to gain an understanding of the lease terms and modifications. We considered management's assessment of the lease addendums and accounting analysis for accuracy, completeness and compliance with the requirements of IFRS 16 Leases (IFRS 16).
Recomputed and tested the arithmetical accuracy of the cash flows, applicable escalations and discounts stated in the contracts, and the determination of non-lease components which we compared to management's outputs.
Reviewed management's lease models for arithmetical accuracy of the inputs and computations. We checked and reconciled the actual payments (cash flows) to the payment amounts included in the lease model. We recomputed the right-of-use assets, lease liabilities, finance costs, depreciation and the impact of tax on the adjustments made.
Supported by specialists, we reviewed management's amended incremental borrowing calculations.
We recalculated the hyperinflationary uplift factors used to translate the historical account balances, and the resultant impact on goodwill and retained earnings.
We reassessed the appropriateness of the Group's disclosures relating to the lease modifications and the restatement with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 16 Leases requirements.
Based on the procedures performed over the lease modification in MTN Ghana, we did not identify any significant matters requiring further consideration in concluding on our procedures.
Accounting treatment for regulatory and pending litigation exposures relating to the Group
The Group operates across multiple regulatory jurisdictions, which contribute to various legal and regulatory provisions, liabilities and contingencies recognised or disclosed at the reporting date. The Group's broad market involvement results in inherent exposure to litigation and regulations.
These legal and regulatory matters are complex in nature, have a high degree of uncertainty, and require significant judgment and estimation by management to assess the accounting considerations. Some of these matters may not be resolved in a manner that is favourable to the Group.
Group and in-country management, internal legal counsel, and where applicable, external legal counsel, apply judgement to:
The interpretation and application of laws and regulations; and
The estimation of the likelihood that a pending claim will succeed, or a liability will arise, and the quantification of the ranges of potential financial settlement.
We consider the evaluation of management's judgements involved in estimating the probability and amount of regulatory and pending litigation exposures, including required disclosures to be a key audit matter. This is due to the significant amount of auditor effort involved in understanding new exposures and any changes thereon to previously existing matters related to various jurisdictions and involved extensive discussions with management and their legal advisors.
Refer to the following notes to the annual financial statements for detail:
Note 1.5.7: Critical accounting judgements, estimates and assumptions - Contingent liabilities; Significant judgement
Note 6.3: Provisions
Note 6.6: Contingent liabilities
Our audit procedures, amongst others, included:
Held discussions with management, internal legal counsel and where applicable external legal advisors to evaluate their assessment of the potential outcome of legal and regulatory exposures as a result of applicable legislation, regulations and requirements prevalent in the jurisdictions in which the Group operates
Assessed the appropriateness of management's judgements applied in the interpretation and application of laws and regulations, and in the estimation of the potential exposures, including the associated quantification and probability by:
Inspecting and evaluating the exposures assessment reports prepared separately by in-country management for consistency with reports prepared by Group management
Inspecting and assessing correspondence received by management from the regulatory authorities, counterparties and external legal advisors
Obtaining legal confirmations directly from the Group's external legal advisors from various jurisdictions, and
We assessed the adequacy of the Group's disclosures in respect of IAS 37 Provisions Contingent Liabilities and Contingent Assets.
Based on the procedures performed over regulatory and pending litigation exposures for the MTN Group, we did not
identify any significant matters requiring further consideration in concluding on our procedures.
Statutory reports
Group financial statements
Company financial statements
Annexures
17Independent auditor's report to the Shareholders of MTN Group Limited (continued)
for the year ended 31 December 2025
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information included in the 144 page document titled "MTN Group Limited Annual Financial Statements for the year ended 31 December 2025", which includes the Directors' Report, the Report of the Audit Committee and the Certificate by the Company Secretary as required by the Companies Act of South Africa, which we obtained prior to the date of this report, and the MTN Group Limited Integrated Report for the year ended 31 December 2025, which is expected to be made available to us after that date. The other information does not include the consolidated or the separate financial statements and our auditor's report thereon.
Our opinion on the consolidated and separate 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 consolidated and separate financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to date of the auditor's report, 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 CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
The directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated and separate financial statements, the directors are responsible for assessing the Group and 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 and Company or to cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated and separate 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 consolidated and separate 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 consolidated and separate 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 Group and 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 Group and 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 consolidated and separate 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 Group and/or the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the Group audit to obtain sufficient appropriate audit evidence, regarding the financial information of the entities or business units within the Group, as a basis for forming an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purposes of the Group audit. We remain solely responsible for our audit opinion.
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.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Audit tenure
In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that Ernst & Young Inc. has been the auditor of MTN Group Limited for five years.
Ernst & Young Inc. Director: EAL Botha Registered Auditor
Johannesburg, South Africa
13 March 2026
Group financial statementsfor the year ended 31 December 2025
Group income statement for the year ended 31 December 2025 | |||
2024 | |||
Note | 2025 Rm | Restated1 Rm | |
Revenue | 2.1; 2.2 | 226 707 | 188 001 |
Other income | 48 | 585 | |
Direct network and technology operating costs | 2.1 | (37 560) | (35 957) |
Costs of handsets and other accessories | (8 894) | (11 209) | |
Interconnect and roaming costs | (8 222) | (9 512) | |
Staff costs | 2.3 | (16 670) | (14 067) |
Selling, distribution and marketing expenses | 2.1 | (28 890) | (24 138) |
Government and regulatory costs | (8 407) | (7 444) | |
Impairment and write-down of trade receivables and contract assets | 2.3 | (1 804) | (2 528) |
Loss on disposal of subsidiaries | 9.4.1.2 | - | (653) |
Other operating expenses | 2.3 | (15 195) | (11 912) |
Depreciation of property, plant and equipment | 5.1 | (21 085) | (20 389) |
Depreciation of right-of-use assets | 6.5.3 | (10 359) | (8 819) |
Amortisation of intangible assets | 5.2 | (7 580) | (6 368) |
Impairment loss of goodwill | 5.2 | - | (437) |
Impairment loss on remeasurement of non-current assets held for sale | 9.4.1.1 | - | (146) |
Impairment loss on MTN Sudan's non-current assets | 5.3 | (2 606) | (11 722) |
Finance income | 2.4 | 3 121 | 2 417 |
Finance costs | 2.4 | (19 979) | (18 702) |
Net foreign exchange gains/(losses) | 2.4 | 313 | (18 879) |
Net monetary gain | 1 336 | 3 071 | |
Share of results of associates and joint ventures after tax | 9.2 | 3 152 | 4 735 |
Profit/(loss) before tax | 47 426 | (4 073) | |
Income tax expense | 3.1 | (20 025) | (6 841) |
Profit/(loss) after tax | 27 401 | (10 914) | |
Attributable to: | |||
Equity holders of the Company | 20 262 | (9 369) | |
Non-controlling interests | 7 139 | (1 545) | |
27 401 | (10 914) | ||
Basic earnings per share (cents) | 2.5 | 1 113 | (519) |
Diluted earnings per share (cents) | 2.5 | 1 101 | (519) |
1 Restated, refer to note 11 for details on the restatement. | |||
Group statement of comprehensive income
for the year ended 31 December 2025
Note | 2025 Rm | 2024 Restated1 Rm | ||
Profit/(loss) after tax | 27 401 | (10 914) | ||
Other comprehensive income after tax: Items that may be and/or have been reclassified to profit or loss: | 6 460 | 5 410 | ||
Net investment hedges | 7.5 | 853 | (233) | |
Foreign exchange movement on hedging instruments | 1 168 | (319) | ||
Normal tax | (315) | 86 | ||
Exchange differences on translating foreign operations including | ||||
the effect of hyperinflation2 | 5 607 | 5 643 | ||
Gains arising during the year | 1.5.5; 7.6 | 5 607 | 5 516 | |
Reclassification of foreign currency translation on disposal | 9.4.1.1; 9.4.1.2 | - | 127 | |
Items that will not be reclassified to profit or loss: | 6 982 | (2 650) | ||
Gains/(losses) arising during the year on equity investments at fair | ||||
value through other comprehensive income2,3 | 7.1.3 | 7 009 | (2 650) | |
Remeasurement loss on defined benefit obligation2 | (27) | * | ||
Other comprehensive income for the year | 13 442 | 2 760 | ||
Attributable to: | ||||
Equity holders of the Company | 8 340 | 1 287 | ||
Non-controlling interests | 5 102 | 1 473 | ||
Total comprehensive income for the year | 40 843 | (8 154) | ||
Attributable to: Equity holders of the Company | 28 602 | (8 082) | ||
Non-controlling interests | 12 241 | (72) | ||
1 Restated, refer to note 11 for details on the restatement.
2 This component of other comprehensive income (OCI) does not attract any tax.
3 Equity investments at fair value through OCI relates to the Group's investment in IHS Holdings Limited (IHS Group) (note 7.2).
* Amounts less than R1 million.
Group statement of financial position
for the year ended 31 December 2025
2024 | 1 January 2024 | |||
2025 | Restated1 | Restated1 | ||
Note | Rm | Rm | Rm | |
ASSETS | ||||
Non-current assets | 312 505 | 289 054 | 289 982 | |
Property, plant and equipment | 5.1 | 122 306 | 109 731 | 117 197 |
Intangible assets and goodwill | 5.2 | 76 016 | 69 123 | 72 660 |
Right-of-use assets | 6.5 | 63 972 | 62 303 | 50 354 |
Investments | 7.2 | 11 349 | 5 187 | 7 388 |
Investment in associates and joint ventures | 9.2 | 24 094 | 23 691 | 24 445 |
Mobile Money deposits | 4.6 | 786 | 790 | 755 |
Loans and other non-current receivables | 7.3 | 4 032 | 3 929 | 3 445 |
Capitalised contract costs | 2.2 | 1 330 | 1 230 | 1 124 |
Contract assets | 2.2 | 2 247 | 2 613 | 2 391 |
Deferred tax assets | 3.2 | 6 373 | 10 457 | 10 223 |
Current assets | 185 913 | 142 230 | 137 836 | |
Inventories | 4.1 | 1 310 | 1 213 | 1 472 |
Trade and other receivables | 4.2 | 34 411 | 34 304 | 29 352 |
Contract assets | 2.2 | 3 354 | 3 587 | 3 305 |
Taxation assets | 3.3 | 3 576 | 1 780 | 2 376 |
Current investments | 7.4 | 7 998 | 8 962 | 3 366 |
Restricted cash | 4.3 | 871 | 2 029 | 11 002 |
Mobile Money deposits | 4.6 | 91 768 | 60 054 | 49 418 |
Cash and cash equivalents | 4.4 | 42 625 | 30 301 | 37 545 |
Non-current assets held for sale | 6.5.5 | 294 | 447 | 6 890 |
Total assets | 498 712 | 431 731 | 434 708 | |
EQUITY | ||||
Ordinary share capital and share premium | 8.1 | 38 998 | 38 490 | 38 490 |
Retained earnings | 100 722 | 81 502 | 98 135 | |
Other reserves | 8.2 | 5 277 | 2 735 | 1 671 |
Attributable to equity holders of the Company | 144 997 | 122 727 | 138 296 | |
Non-controlling interests | 9.5 | 24 736 | 14 847 | 10 758 |
Total equity | 169 733 | 137 574 | 149 054 | |
LIABILITIES | ||||
Non-current liabilities | 131 018 | 144 938 | 120 861 | |
Borrowings | 6.1 | 52 619 | 66 736 | 55 925 |
Lease liabilities | 6.5 | 65 810 | 67 372 | 55 149 |
Deferred tax liabilities | 3.2 | 8 409 | 7 217 | 6 062 |
Provisions | 6.3 | 923 | 683 | 715 |
Other non-current liabilities | 6.2 | 3 257 | 2 930 | 3 010 |
Current liabilities | 197 727 | 148 817 | 156 801 | |
Trade and other payables | 4.5 | 63 183 | 57 942 | 54 678 |
Mobile Money payables | 4.6 | 92 554 | 60 844 | 50 173 |
Contract liabilities | 2.2 | 4 153 | 3 853 | 4 634 |
Provisions | 6.3 | 2 737 | 1 544 | 3 002 |
Taxation liabilities | 3.3 | 6 766 | 1 756 | 5 855 |
Borrowings | 6.1 | 17 755 | 12 626 | 28 124 |
Lease liabilities | 6.5 | 9 175 | 8 953 | 8 993 |
Derivative liabilities | 7.1.3 | 41 | 59 | 352 |
Bank overdrafts | 4.4 | 1 363 | 1 240 | 990 |
Liabilities directly associated with non-current assets | ||||
held for sale | 6.5.5 | 234 | 402 | 7 992 |
Total liabilities | 328 979 | 294 157 | 285 654 | |
Total equity and liabilities | 498 712 | 431 731 | 434 708 | |
1 Restated, refer to note 11 for details on the restatement.
Group statement of changes in equity
for the year ended 31 December 2025
Attributable to equity holders of the Company
Share capital | Share premium | Retained earnings | Other reserves | Total | Non- controlling interests | Total equity | ||
Note | Rm | Rm | Rm | Rm | Rm | Rm | Rm | |
Balance at 1 January 2024 as previously reported | * | 96 339 | 4 376 | 139 205 | 10 978 | 150 183 | ||
Prior period error | 11 | * - | 1 796 | (2 705) | (909) | (220) | (1 129) | |
Restated balance at 1 January 2024 | * | 98 135 | 1 671 | 138 296 | 10 758 | 149 054 | ||
Total comprehensive income | - - | (9 369) | 1 287 | (8 082) | (72) | (8 154) | ||
Loss after tax | - - | (9 369) | - | (9 369) | (1 545) | (10 914) | ||
Other comprehensive income | ||||||||
after tax | - - - | 1 287 | 1 287 | 1 473 | 2 760 | |||
Transactions with owners of the | ||||||||
Company: | ||||||||
MTN Uganda localisation | 9.4.1.4 | - - - | 564 | 564 | 446 | 1 010 | ||
MTN Ghana share localisation | 9.4.1.3 | - - - | (1 451) | (1 451) | 2 884 | 1 433 | ||
Derecognition of non-controlling | ||||||||
interest | 9.4.1.2 | - - | - | - - | 2 240 | 2 240 | ||
Purchase of treasury shares | - (1 237) | - | - (1 237) | - | (1 237) | |||
Reduction in treasury shares | - 1 237 | (1 237) | - - | - | - | |||
Transactions with non-controlling | ||||||||
interest | - | - | - | (122) | (122) | (77) | (199) | |
Shared-based payment | ||||||||
transactions | 8.4 | - - - | 729 | 729 | - 729 | |||
Transfers to contingency reserves | 8.2 | - - (101) | 101 | - | - - | |||
Contributions by non-controlling | ||||||||
interest | - | - | - | - | - | 387 | 387 | |
Dividends paid 8.3 | - | - | (5 963) | - | (5 963) | (1 728) | (7 691) | |
Other movements | - | - | 37 | (44) | (7) | 9 | 2 | |
Restated balance at 31 December 2024 | * | 38 490 | 81 502 | 2 735 | 122 727 | 14 847 | 137 574 | |
Total comprehensive income | - | - | 20 262 | 8 340 | 28 602 | 12 241 | 40 843 | |
Profit after tax | - | - | 20 262 | - | 20 262 | 7 139 | 27 401 | |
Other comprehensive income after tax | - | - | - | 8 340 | 8 340 | 5 102 | 13 442 | |
Transactions with owners of the Company: MTN Ghana share localisation 9.4.2.1 | - | - | - | (301) | (301) | 482 | 181 | |
Purchase of treasury shares 8.1 | - | (513) | - | - | (513) | - | (513) | |
Reduction in treasury shares 8.1 | - | 513 | (513) | - | - | - | - | |
Proceeds from sale of treasury shares - MTN Zakhele Futhi 8.1 | - | 3 433 | - | - | 3 433 | - | 3 433 | |
Recognition of non-controlling interest - MTN Zakhele Futhi 8.1 | - | (2 925) | - | 315 | (2 610) | 2 610 | - | |
Transfer of reserves 8.2 | - | - | 5 723 | (5 723) | - | - | - | |
Dividends paid 8.3 | - | - | (6 235) | - | (6 235) | (5 381) | (11 616) | |
Other movements | - | - | (17) | (89) | (106) | (63) | (169) | |
Balance as at 31 December 2025 | * | 38 998 | 100 722 | 5 277 | 144 997 | 24 736 | 169 733 | |
Note | 8.1 | 8.1 | 8.2 | |||||
* Amounts less than R1 million. | ||||||||
38 490
38 490
Group statement of cash flows | |||
for the year ended 31 December 2025 | |||
2024 | |||
2025 | Restated1 | ||
Note | Rm | Rm | |
NET CASH GENERATED FROM OPERATING ACTIVITIES | |||
Cash generated from operations | 2.6 | 105 938 | 70 502 |
Interest received | 2 308 | 1 879 | |
Interest paid | (18 302) | (16 395) | |
Income tax paid | 3.3 | (12 120) | (10 152) |
Dividends received from joint ventures | 120 | 84 | |
Net cash generated from operating activities | 77 944 | 45 918 | |
NET CASH USED IN INVESTING ACTIVITIES | |||
Acquisition of property, plant and equipment | (30 907) | (24 288) | |
Acquisition of intangible assets | (9 425) | (6 675) | |
Proceeds from sale of property, plant and equipment and intangible assets | 154 | 70 | |
Increase in loans receivable | (367) | (373) | |
Increase in prepayments | (32) | (346) | |
Acquisition of right-of-use asset | 6.5.4 | (1 963) | (713) |
Cash deconsolidated on disposal of subsidiaries net of cash disposed of | 9.4.1 | - | (836) |
Purchase of non-current investment bonds | (97) | - | |
Purchase of non-current investment bonds and equity instruments | (73) | (192) | |
Realisation/(purchase) of current investment treasury bills and | |||
foreign deposits | 1 017 | (5 356) | |
Increase in restricted cash | (8 258) | (13 553) | |
Decrease in restricted cash | 9 376 | 19 154 | |
Other investing activities | (355) | (233) | |
Net cash used in investing activities | (40 930) | (33 341) | |
NET CASH USED IN FINANCING ACTIVITIES | |||
Proceeds from borrowings | 2.7 | 12 551 | 34 849 |
Repayment of borrowings | 2.7 | (19 231) | (35 487) |
Repayment of lease liabilities | 2.8 | (8 650) | (8 125) |
Dividends paid to equity holders of the Company | (6 235) | (5 963) | |
Dividends paid to non-controlling interests | (5 309) | (1 558) | |
Purchase of treasury shares | 8.1 | (513) | (1 237) |
Proceeds from sale of treasury shares: MTN Zakhele Futhi unwind | 3 433 | - | |
Consideration received on MTN Ghana share localisation | 9.4.1.3; 9.4.2.1 | 201 | 1 462 |
Proceeds from MTN Uganda share localisation | 9.4.1.4 | - | 1 036 |
Decrease in other non-current liabilities | 6.2 | (669) | (80) |
Contribution from non-controlling interest | - | 300 | |
Acquisition of non-controlling interest | - | (86) | |
Other financing activities | 702 | (417) | |
Net cash used in financing activities | (23 720) | (15 306) | |
Net increase/(decrease) in cash and cash equivalents | 13 294 | (2 729) | |
Net cash and cash equivalents at the beginning of the year | 29 061 | 36 555 | |
Exchange losses on cash and cash equivalents | (184) | (4 365) | |
Net monetary loss on cash and cash equivalents | (909) | (1 541) | |
Decrease in cash classified as held for sale | 9.4.2 | - | 1 141 |
Net cash and cash equivalents at the end of the year | 4.4 | 41 262 | 29 061 |
1 Restated, refer to note 11 for details on the restatement.
Index to the notes to the Group financial statements
Page
Accounting framework and critical judgements 25
Basis of preparation 25
Going concern 25
Material accounting policies 25
New accounting pronouncements 28
Critical accounting judgements, estimates and assumptions 28
Results of operations 33
Operating segments 33
Revenue from contracts with customers 40
Operating expenses 42
Finance income, finance costs and foreign exchange losses 44
Earnings per ordinary shares 45
Cash generated from operations 47
Reconciliation of cash flows arising from financing activities related to borrowings 48
Reconciliation of cash flows arising from financing activities related to lease liabilities 48
Taxation 49
Income tax expense 49
Deferred taxes 52
Income tax paid 53
Working capital 54
Inventories 54
Trade and other receivables 54
Restricted cash 55
Cash and cash equivalents 55
Trade and other payables 55
MoMo deposits and payables 56
Infrastructure investments 58
Property, plant and equipment 58
Intangible assets and goodwill 61
Impairment of non-financial assets 66
Financing structure and commitments 67
Borrowings 67
Other non-current liabilities 72
Provisions 72
Capital commitments 74
Leases 74
Contingent liabilities 77
Financial risk 78
Financial risk management and financial instruments 78
Investments 96
Loans and other non-current receivables 96
Current investments 97
Net investment hedges 98
Exchange rates to South African rand 99
Equity structure 100
Ordinary share capital and share premium 100
Other reserves 102
Dividends 103
Share-based payments 103
Group composition 107
Interests in subsidiaries and joint ventures 107
Investment in associates and joint ventures 109
Joint operations 115
Changes in shareholding 115
Non-controlling interest in subsidiaries 118
Related parties 120
Related party transactions 120
Emoluments, equity compensation and dealings in ordinary shares 121
Prior period error 126
Quantification of prior period error 126
Notes to the Group financial statements
for the year ended 31 December 2025
ACCOUNTING FRAMEWORK AND CRITICAL JUDGEMENTS
Basis of preparation
The consolidated financial statements of MTN Group Limited (the Company) (referred to as the Group financial statements) comprise the Company and its subsidiaries and the Group's interest in associates and joint ventures and controlled structured entities (together referred to as the Group and individually as Group entities).
The Group financial statements and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Accounting Standards) as issued by the IASB and Interpretations as issued by the IFRS Interpretations Committee (IFRIC), and comply with the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee (APC), Financial Reporting Pronouncements as issued by the FRSC, the Johannesburg Stock Exchange (JSE) Listings Requirements and the requirements of the South African Companies Act, No 71 of 2008, as amended (Companies Act).
One amendment to accounting pronouncements was effective from 1 January 2025, which relates to the Lack of Exchangeability, amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates. The Group can access more than an insignificant amount of the foreign currency in each of the jurisdictions the Group operates in, therefore the amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates, has an immaterial impact in the current reporting period.
The financial statements have been prepared on the historical cost basis adjusted for the effects of inflation where entities operate in hyperinflationary economies and for certain financial instruments that have been measured at fair value, where applicable.
Amounts are rounded to the nearest million with the exception of earnings per share and the related number of shares (note 2.5), number of ordinary shares (note 8.1), share-based payments (note 8.4) and directors' emoluments and interests (note 10.2).
The preparation of financial statements in conformity with IFRS Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in note 1.5.
Going concern
The Group's and the Company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group and the Company should be able to operate within their current funding levels into the foreseeable future.
After making enquiries, the directors have a reasonable expectation that the Company and its subsidiaries have adequate resources to continue in operational existence for the foreseeable future. The financial statements therefore have been prepared on a going concern basis.
Material accounting policies
The material accounting policies applied in the preparation of these financial statements are set out on the following pages and in the related notes to the Group financial statements. Where applicable, the material accounting policies applied in the Company financial statements are consistent with those applied in the Group financial statements. The material accounting policies applied are consistent with those adopted in the prior year.
Consolidation
Consolidation of subsidiaries
The Group financial statements incorporate the financial statements of MTN Group Limited and all its subsidiaries and controlled structured entities (SEs) for the reporting date 31 December 2025 on the basis outlined below.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group (acquisition date) and are deconsolidated from the date that control ceases (disposal date). The Group controls an entity when it is exposed or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether control exists, the Group considers all existing substantive rights that result in the current ability to direct relevant activities.
The Company accounts for investments in subsidiaries at cost, less accumulated impairment losses.
Notes to the Group financial statements (continued)
for the year ended 31 December 2025
ACCOUNTING FRAMEWORK AND CRITICAL JUDGEMENTS (continued)
Material accounting policies (continued)
Consolidation (continued)
Loss of control
When the Group ceases to have control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interests. Any retained interest in the entity is remeasured to its fair value. Any resulting gain or loss is recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income (OCI) in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in OCI are reclassified to profit or loss. The remaining other reserves related to that entity are transferred to retained earnings.
Non-controlling interests
Non-controlling shareholders are treated as equity participants; therefore, all acquisitions of non-controlling interests or disposals by the Group of its interests in subsidiaries, where control is maintained subsequent to the disposal, are accounted for as equity transactions. Consequently, the difference between the fair value of the consideration transferred and the carrying amount of a non-controlling interest purchased or disposed of, is recorded in equity.
Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the entity's functional currency. The Group financial statements are presented in South African rand, which is the functional and presentation currency of the Company.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains or losses resulting from the settlement of such transactions and from the translation at reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Translation of foreign operations
The results, cash flows and financial position of Group entities which are not accounted for as entities operating in hyperinflationary economies and that have a functional currency different from the presentation currency of the Group are translated into the presentation currency as follows:
Assets and liabilities, including goodwill and fair value adjustments arising on acquisition, are translated at rates of exchange ruling at the reporting date.
Specific transactions in equity are translated at rates of exchange ruling at the transaction dates.
Income and expenditure and cash flow items are translated at weighted average exchange rates for the period or translated at exchange rates at the date of the transaction, where applicable.
Foreign exchange translation differences are recognised in OCI and accumulated in the foreign currency translation reserve (FCTR), except to the extent the difference is allocated to non-controlling interests.
The results, cash flows and financial position of the Group entities, which are accounted for as entities operating in hyperinflationary economies and that have functional currencies different from the presentation currency of the Group are translated into the presentation currency of its immediate parent at rates of exchange ruling at the reporting date. As the presentation currency of the Group is that of a non-hyperinflationary economy, comparative amounts are not adjusted for changes in the price level or exchange rates in the current financial year.
An entity may have a monetary item that is receivable from a foreign operation. An item for which settlement is neither planned nor likely to occur in the foreseeable future is, in substance, a part of the entity's net investment in that foreign operation. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to OCI and accumulated in the FCTR.
The exchange rates relevant to the Group are disclosed in note 7.6. For more details on judgements applied in the selection of exchange rates in countries operating in dual exchange rate economies, please refer to note 1.5.3.
Notes to the Group financial statements (continued)
for the year ended 31 December 2025
1 ACCOUNTING FRAMEWORK AND CRITICAL JUDGEMENTS (continued)
1.3 Material accounting policies (continued)
Foreign currency (continued)
Disposal of foreign operations
On disposal of a foreign operation, all exchange differences accumulated in equity in respect of that operation attributable to the equity holders of the Group are reclassified to profit or loss. The amount of FCTR reclassified to profit or loss is calculated based on the appreciation or devaluation in the functional currency of the foreign operation disposed against the functional currency of the Company. As the Group's functional and presentation currency is South African rand and the FCTR is based on the appreciation or devaluation of the South African rand against the equity of the underlying operations in the Group, the Group uses the direct method to recycle the FCTR.
Exchange differences accumulated in equity in respect of a monetary item that is part of the Group's net investment in a foreign operation, are not reclassified to profit or loss on settlement of the monetary item.
In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences is reattributed to non-controlling interests and is not recognised in profit or loss. For all other partial disposals, the accumulated exchange differences are reclassified to profit or loss.
Hyperinflation
The financial statements (including comparative amounts) of the Group entities whose functional currencies are the currencies of hyperinflationary economies are adjusted in terms of the measuring unit current at the end of the reporting period.
As the presentation currency of the Group or the Company is that of a non-hyperinflationary economy, comparative amounts are not adjusted for changes in the price level in the current year. Differences between these comparative amounts and current year hyperinflation adjusted equity balances are recognised in OCI.
The carrying amounts of non-monetary assets and liabilities are adjusted to reflect the change in the general price index from the date of acquisition to the end of the reporting period. An impairment loss is recognised in profit or loss if the restated amount of a non-monetary item exceeds its estimated recoverable amount. On initial application of hyperinflation prior period gains and losses are recognised directly in equity.
Gains or losses on the net monetary position are recognised in profit or loss.
All items recognised in the income statement are restated by applying the change in the general price index from the dates when the items of income and expenses were initially earned or incurred.
At the beginning of the first period of application, the components of equity, except retained earnings, are restated by applying a general price index from the date the components were contributed or otherwise arose. These restatements are recognised directly in equity as an adjustment to opening retained earnings. Restated retained earnings are derived from all other amounts in the restated statement of financial position. If on initial application of hyperinflation accounting the restated value of the non-monetary assets exceed their recoverable amount, the initial adjustment is capped at the recoverable amount and the net increase is recorded directly in retained earnings. At the end of the first period and in subsequent periods, all components of equity are restated by applying a general price index from the beginning of the period or the date of contribution, if later.
All items in the statement of cash flows are expressed in terms of the general price index at the end of the reporting period.
The Iranian, Sudanese and South Sudanese economies have been classified as hyperinflationary. Accordingly, the results, cash flows and financial position of the Group's subsidiaries: MTN Sudan Company Limited (MTN Sudan), MTN South Sudan Limited (MTN South Sudan) and the Group's joint venture, Irancell Telecommunication Company Services (PJSC) (Irancell), have been expressed in terms of the measuring unit current at the reporting date. For further details, refer to note 1.5.5.
Impairment of non-financial assets
An impairment loss is recognised in profit or loss if the carrying amount of an asset or a cash-generating unit (CGU) exceeds its estimated recoverable amount. For the purpose of impairment testing, assets are grouped together into CGUs. The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value less costs of disposal. In assessing value-in-use and fair value less costs of disposal, the estimated future cash flows are discounted to their present value using an appropriate discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Goodwill arising from business combinations is allocated to CGUs or the group of CGUs that are expected to benefit from the synergies of the combination.
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss is subsequently reversed only to the extent that the asset or CGU's carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised. A reversal of an impairment loss is recognised immediately in profit or loss.
An impairment loss in respect of goodwill is not reversed.
Notes to the Group financial statements (continued)
for the year ended 31 December 2025
1 ACCOUNTING FRAMEWORK AND CRITICAL JUDGEMENTS (continued)
New accounting pronouncements
The standards and amendments listed below will be effective in future reporting periods. It is expected that the Group will adopt the pronouncements on their respective effective dates. The adoption of the new accounting standards and amendments is not expected to have a material impact on the Group results, except for IFRS 18 Presentation and Disclosure in Financial Statements (IFRS 18).
Standard
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)
Effective date for annual periods
beginning on or after
1 January 2026
Presentation and Disclosures in Financial Statements (IFRS 18) 1 January 2027
Subsidiaries without Public Accountability: Disclosures (IFRS 19) 1 January 2027 Translation to a Hyperinflationary Presentation Currency - Amendments to (IAS 21) 1 January 2027
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies to annual reporting periods beginning on or after 1 January 2027. The new accounting standard introduces the following key new requirements:
Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. The changes do not impact the recognition and measurement of transactions.
Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
Enhanced guidance is provided on how to aggregate or disaggregate information in the financial statements.
The introduction of IFRS 18 has resulted in consequential amendments to certain other IFRS Accounting Standards. The Group is in the process of assessing the impact of IFRS 18 as well as the consequential amendments to other Accounting Standards.
Critical accounting judgements, estimates and assumptions
The Group makes judgements, estimates and assumptions concerning the future when preparing its financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
This note should be read in conjunction with the principal accounting policies disclosed in note 1.3.
Impairment of goodwill and non-current assets of CGUs
The Group tests goodwill and non- current assets of CGU's for impairment on an annual basis or whenever there is an impairment indicator identified by management, in accordance with the accounting policy disclosed in note 1.3.4. The recoverable amounts of CGUs have been determined based on value-in-use calculations being the estimated future cash flows discounted to their present value using an appropriate discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. These calculations are performed internally by the Group and require the use of estimates and assumptions.
Source of estimation uncertainty
The input factors most sensitive to change are management estimates of future cash flows based on budgets and forecasts, growth rates, terminal rates and discount rates. Further detail on these assumptions has been disclosed in note 5.2. The Group has performed a sensitivity analysis by varying these input factors by a reasonably possible margin and assessing whether the changes in input factors result in any of the goodwill allocated to an appropriate CGU or its non-current assets being impaired. Goodwill impairment is nil (2024: R437 million) and non-current assets impairment is R3 244 million (2024: R11 774 million) - refer to note 5.3.
IHS Group fair value through other comprehensive income (FVOCI)
Significant judgement - investment classification
The Group has an economic interest in IHS Group of 25.4% (2024: 25.66%) comprising of ordinary shares. An investor is presumed to have significant influence over an investee when it owns 20% of the investee, unless it can be clearly demonstrated that this is not the case. According to IHS Group's articles of association, while the Group owns more than 20% of the issued shares, the Group's voting rights are limited to 20%. The Group is not entitled to appoint a Board member. The Group does not have any special information rights or access to strategic, financial or operational information beyond that available to other public shareholders.
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MTN Group Ltd. published this content on March 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 16, 2026 at 05:26 UTC.
