Notes to the summarised Group financial statements

1   INDEPENDENT AUDIT

The summarised Group financial statements have been derived from the audited Group financial statements. The directors of the Company take full responsibility for the preparation of the summarised Group financial statements and that the financial information has been correctly derived and are consistent in all material respects with the underlying audited Group financial statements. The summarised Group financial statements for the year ended 31 December 2024 have been audited by Ernst & Young Inc., who have expressed an unmodified opinion thereon. The auditors also expressed an unmodified opinion on the Group financial statements from which the summarised Group financial statements were derived. A copy of the auditors’ report on the Group financial statements is available for inspection at the Company’s registered office or can be downloaded from the Company’s website, together with the financial statements identified in the auditors’ report.

2   GENERAL INFORMATION

The Group is a leading pan-African mobile operator that provides a diverse range of voice, data, digital, fintech, wholesale and enterprise services.

3   BASIS OF PREPARATION

The summarised Group financial statements are prepared in accordance with the requirements of the Johannesburg Stock Exchange (JSE) Listings Requirements for summarised financial statements and the requirements of the South African Companies Act, 71 of 2008 applicable to summarised financial statements. The summarised financial statements were prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS Accounting Standards) and the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee (APC) and the Financial Pronouncements as issued by the Financial Reporting Standard Council (FRSC), and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting.

The summarised Group financial statements should be read in conjunction with the Group financial statements for the year ended 31 December 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. A copy of the full set of the audited Group financial statements is available for inspection from the Company Secretary at the registered office of the Company or can be downloaded from the Company’s website.

4   PRINCIPAL ACCOUNTING POLICIES

The accounting policies applied in the preparation of the Group financial statements from which the summarised Group financial statements are derived, are in terms of IFRS Accounting Standards as issued by the International Accounting Standards Board, and are consistent with those accounting policies applied in the preparation of the previous consolidated annual financial statements except as described below.

A number of amendments to accounting pronouncements are effective from 1 January 2024, but they do not have a material effect on the Group’s summarised financial statements.

5   CRITICAL ACCOUNTING JUDGEMENTS

5.1

Deferred tax
 

Source of estimation uncertainty

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences (as applicable) to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be used. The Group is required to make significant estimates in assessing whether future taxable profits will be available.

Future taxable profits are determined based on business plans for individual subsidiaries in the Group and the probable reversal of taxable temporary differences in future. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Such reductions are reversed when the probability of future taxable profits improves.

The Group’s recognised deferred tax assets for the current year amounted to R10 457 million (2023: R10 223 million). The Group has deductible temporary differences and unused assessed losses of R32 732 million (2023: R20 837 million) for which no deferred tax asset has been recognised as at 31 December 2024, as well as an unrecognised deferred tax asset of R872 million (2023: R801 million) relating to foreign tax credits.

MTN Mauritius recognised a deferred tax asset of R3 332 million (2023: R4 386 million) mainly resulting from an assessed loss. The Group derecognised R1 055 million of the previously recognised deferred tax asset as a result of reducing the number of years considered in assessing the recoverability of the recognised deferred tax asset.

The Group considered the following factors in assessing whether it is probable that MTN Mauritius will have future taxable profits available against which the deferred tax asset can be used:

  • It is unlikely that the circumstances that resulted in MTN Mauritius incurring assessed losses will continue in the medium term.
  • Interest expense and foreign exchange exposures will reduce as MTN Mauritius repays its US$ denominated intercompany debt. The repayments are currently scheduled to occur in 2026.
  • Technical service fees from subsidiaries are expected to increase as contracts for central services with Group companies are formalised.

Based on current business plans and stress scenarios, the Group expects to utilise the deferred tax asset in the next 10 to 11 years.

6   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. The impacts of hyperinflation disclosed for Irancell have been proportioned for the Group’s shareholding.

MTN South Sudan

As at 31 December 2023, the information available indicated that South Sudan had ceased to be in hyperinflation from 1 July 2023. However, the latest information indicates that South Sudan remains hyperinflationary. This has been treated as a change in estimate in the current period.

The impact of hyperinflation on the segment analysis is as follows:

  2024
Revenue
Rm		 Capex
Rm		 Direct
network
and
technology
operating
Rm		 Selling
distribution
and
marketing
expenses
Rm
Sudan 748 216 335 18
South Sudan (included in other SEA) 1 202 211 162 145
Ghana 2 630 560 253 408
4 580 987 750 571
Major joint venture – Irancell (1 688) (360) (259) (70)
 
2023
Revenue
Rm		 Capex
Rm		 Direct
network
technology
operating
costs
Rm		 Selling
distribution
and
marketing
expenses
Sudan 3 126 572 735 169
South Sudan (included in other SEA) (247) (41) (49) (29)
Ghana 1 836 660 203 215
4 715 1 191 889 355
Major joint venture – Irancell 1 124 485 157 45

7   SEGMENT ANALYSIS

The Group has identified reportable segments that are used by the Group Executive Committee (the Chief Operating Decision Maker (CODM)) to make key operating decisions, allocate resources and assess performance. The reportable segments are largely grouped according to their geographic locations and reporting lines to the CODM.

The Group's underlying operations are clustered as follows:

  • South Africa.
  • Nigeria.
  • South and East Africa (SEA).
  • West and Central Africa (WECA).
  • Middle East and North Africa (MENA).

South Africa and Nigeria comprise the segment information for the South African and Nigerian cellular network services providers respectively.

The SEA, WECA, and MENA clusters comprise segment information for operations in those regions which are also network services providers in the Group.

Operating results are reported and reviewed regularly by the CODM and include items directly attributable to a segment as well as those that are attributed on a reasonable basis, whether from external transactions or from transactions with other Group segments.

A key performance measure of reporting profit for the Group is CODM EBITDA. CODM EBITDA is defined as earnings before finance income and finance costs and foreign exchange gains or losses, tax, depreciation, and amortisation, and is also presented before recognising the following items:

  • Net monetary gain resulting from the application of hyperinflation.
  • Hyperinflation (note 6).
  • Share of results of associates and joint ventures after tax (note 9).
  • Gain on sale of MTN SA Towers.
  • Impairment loss on remeasurement of non-current assets held for sale.
  • Gain on disposal of MTN Afghanistan (note 18.1).
  • Loss on disposal of MTN Guinea-Conakry (note 18.2).
  • Gain on disposal of MTN Guinea-Bissau (note 18.2).
  • Impairment loss on Sudan's non-current assets (note 17).

These exclusions remained unchanged from the prior year, except for gain on disposal of MTN Afghanistan, loss on disposal of MTN Guinea-Conakry, gain on disposal of MTN Guinea-Bissau and impairment loss on MTN Sudan's non-current assets. Impairment losses on property, plant and equipment and intangible assets are generally included in the CODM EBITDA as they are operational in nature. As the impairment of MTN Sudan's property, plant and equipment and intangible assets arose from the conflict in Sudan, it was not considered reflective of MTN Sudan's operational performance for the period.

Irancell proportionate results are included in the segment analysis as reviewed by the CODM and excluded from reported proportionate results for revenue, CODM EBITDA and capital expenditure due to equity accounting for joint ventures. The results of Irancell in the segments analysis exclude the impact of hyperinflation accounting.

REVENUE  Network 
services 
Rm 		 Mobile 
devices 
Rm 		 Interconnect 
and 
roaming 
Rm 		 Digital 
and 
fintech 
Rm 		 Other 
Rm 		 Revenue 
from 
contracts 
with 
customers 
Rm 		 Interest 
revenue 
Rm 		 Total 
revenue 
Rm 
2024 
South Africa  32 160  9 421  4 852  3 172  2 247  51 852  744  52 596 
Nigeria1  35 801  288  2 449  2 183  322  41 043  –  41 043 
SEA  15 312  264  1 074  7 307  555  24 512  –  24 512 
Uganda  9 625  142  735  4 670  287  15 459  –  15 459 
Other SEA2  5 687  122  339  2 637  268  9 053  –  9 053 
WECA  41 096  241  2 147  12 943  1 559  57 986  –  57 986 
Ghana  15 581  78  660  6 120  203  22 642  –  22 642 
Côte d'lvoire  6 747  22  657  1 163  813  9 402  –  9 402 
Cameroon  8 160  91  340  2 324  148  11 063  –  11 063 
Other WECA  10 608  50  490  3 336  395  14 879  –  14 879 
MENA  900  13  342  26  3  1 284  –  1 284 
Sudan  496  10  269  11  –  786  –  786 
Afghanistan3  404  3  73  15  3  498  –  498 
Bayobab  2 808  –  5 630  10  2 391  10 839  220  11 059 
Major joint venture – Irancell4  8 908  197  320  1 346  370  11 141  8  11 149 
Head office companies5  416  –  –  221  11 199  11 836  –  11 836 
Eliminations  (1 145) (1) (3 387) (117) (12 030) (16 680) (215) (16 895)
Hyperinflation impact  3 356  19  400  769  36  4 580  –  4 580 
Irancell revenue exclusion  (8 908) (197) (320) (1 346) (370) (11 141) (8) (11 149)
Consolidated revenue  130 704  10 245  13 507  26 514  6 282  187 252  749  188 001 
1 Nigeria revenue for the 2024 period was translated at a significantly weaker naira exchange rate to rand compared to the prior period. Refer to note 16.
2 Zambia has been aggregated into Other SEA in the current year, with comparative numbers restated accordingly.
3 Afghanistan segment analysis has been included until the sale was concluded on 21 February 2024. Refer to note 18.1.
4 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.
5 Head office companies consist mainly of revenue from the Group’s central financing activities and management fees from segments.
REVENUE  Network 
services 
Rm 		 Mobile 
devices 
Rm 		 Interconnect 
and 
roaming 
Rm 		 Digital 
and 
fintech 
Rm 		 Other 
Rm 		 Revenue 
from 
contracts 
with 
customers 
Rm 		 Interest 
revenue 
Rm 		 Total 
revenue 
Rm 
2023 
South Africa  31 959  9 925  5 019  2 471  1 835  51 209  598  51 807 
Nigeria  64 101  417  5 408  3 739  605  74 270  –  74 270 
SEA  14 502  322  1 052  6 448  599  22 923  –  22 923 
Uganda  8 310  195  537  3 859  283  13 184  –  13 184 
Other SEA1  6 192  127  515  2 589  316  9 739  –  9 739 
WECA  41 363  211  2 625  11 236  1 604  57 039  –  57 039 
Ghana  14 680  84  699  5 066  242  20 771  –  20 771 
Côte d'lvoire  7 375  38  839  1 259  791  10 302  –  10 302 
Cameroon  7 336  41  356  2 029  148  9 905  –  9 905 
Other WECA  11 972  48  731  2 882  428  16 061  –  16 061 
MENA  4 728  19  1 139  182  40  6 108  –  6 108 
Sudan  2 638  9  721  90  26  3 484  –  3 484 
Afghanistan  2 090  10  418  92  14  2 624  –  2 624 
Bayobab  2 153  6  6 962  –  2 136  11 257  220  11 477 
Major joint venture - Irancell2  6 990  213  397  1 538  216  9 354  11  9 365 
Head office companies3  405  –  –  104  10 134  10 643  –  10 643 
Eliminations  (1 215) –  (5 550) (120) (10 839) (17 724) (202) (17 926)
Hyperinflation impact  3 477  17  700  467  54  4 715  –  4 715 
Irancell revenue exclusion  (6 990) (213) (397) (1 538) (216) (9 354) (11) (9 365)
Consolidated revenue  161 473  10 917  17 355  24 527  6 168  220 440  616  221 056 
1 Zambia has been aggregated into Other SEA in the current year, with comparative numbers restated accordingly.
2 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.
3 Head office companies consist mainly of revenue from the Group’s central financing activities and management fees from segments.
2024    2023 
External versus inter-segment revenue  External 
revenue 
Rm 		 Inter- 
segment 
revenue 
Rm 		 Total 
revenue 
Rm 		 External 
revenue 
Rm 		 Inter- 
segment 
revenue 
Rm 		 Total 
revenue 
Rm 
South Africa  52 106  490  52 596  51 403  404  51 807 
Nigeria1  40 235  808  41 043  73 159  1 111  74 270 
SEA  24 042  470  24 512  22 411  512  22 923 
Uganda  15 122  337  15 459  12 810  374  13 184 
Other SEA2  8 920  133  9 053  9 601  138  9 739 
WECA  56 733  1 253  57 986  55 624  1 415  57 039 
Ghana  22 152  490  22 642  20 170  601  20 771 
Côte d'lvoire  9 181  221  9 402  10 109  193  10 302 
Cameroon  10 892  171  11 063  9 725  180  9 905 
Other WECA  14 508  371  14 879  15 620  441  16 061 
MENA  1 098  186  1 284  5 248  860  6 108 
Sudan  649  137  786  2 918  566  3 484 
Afghanistan3  449  49  498  2 330  294  2 624 
Bayobab  7 069  3 990  11 059  7 193  4 284  11 477 
Major joint venture - Irancell4  11 149  –  11 149  9 365  –  9 365 
Head office companies5  2 136  9 700  11 836  1 183  9 460  10 643 
Eliminations  –  (16 895) (16 895) –  (17 926) (17 926)
Hyperinflation impact  4 582  (2) 4 580  4 845  (120) 4 714 
Irancell revenue exclusion  (11 149) –  (11 149) (9 365) –  (9 365)
Consolidated revenue  188 001  –  188 001  221 056  –  221 056 
1 Nigeria revenue for the 2024 period was translated at a significantly weaker naira exchange rate to rand compared to the prior period. Refer to note 16.
2 Zambia has been aggregated into Other SEA in the current year, with comparative numbers restated accordingly.
3 Afghanistan segment analysis has been included until the sale was concluded on 21 February 2024. Refer to note 18.1.
4 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.
5 Head office companies consist mainly of revenue from the Group’s central financing activities and management fees from segments.
2024
Rm 		 2023
Rm 
Direct 
network 
and 
technology 
operating 
costs 		 Selling 
distribution 
and 
marketing 
expenses 		 Direct 
network 
and 
technology 
operating 
costs 		 Selling, 
distribution 
and 
marketing 
expenses 
South Africa  6 652  6 799  6 175  6 547 
Nigeria1  15 747  2 863  18 506  5 789 
SEA  3 284  4 021  3 264  3 902 
Uganda  1 709  2 609  1 666  2 284 
Other SEA  1 575  1 412  1 598  1 618 
WECA  7 709  9 628  7 352  9 509 
Ghana  2 243  3 109  2 132  2 971 
Côte d'lvoire  1 350  1 858  1 324  1 817 
Cameroon  1 737  1 722  1 521  1 622 
Other WECA  2 379  2 939  2 375  3 099 
MENA  586  75  1 851  518 
Sudan  431  26  983  259 
Afghanistan2  155  49  868  259 
Bayobab  3 427  35  2 695  65 
Major joint venture - Irancell3  1 700  449  1 476  449 
Head office companies  406  478  408  612 
Eliminations  (2 604) (332) (2 601) (162)
Hyperinflation impact  750  571  889  354 
Irancell exclusion  (1 700) (449) (1 476) (449)
35 957  24 138  38 539  27 134 
1 Nigeria costs and expenses for the 2024 period was translated at a significantly weaker naira exchange rate to rand compared to the prior period. Refer to note 16.
2 Afghanistan segment analysis has been included until the sale was concluded on 21 February 2024. Refer to note 18.1.
3 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.
CODM EBITDA  2024 
Rm 		 2023 
Rm 
South Africa  19 653  18 623 
Nigeria1  15 969  36 916 
SEA  10 928  10 549 
Uganda  8 068  6 769 
Other SEA2  2 860  3 780 
WECA  24 019  23 299 
Ghana  12 915  12 135 
Côte d'lvoire  3 092  3 392 
Cameroon  4 395  3 749 
Other WECA  3 617  4 023 
MENA  44  1 800 
Sudan  (114) 1 065 
Afghanistan3  158  735 
Bayobab  1 364  1 201 
Head office companies4  1 447  (2 106)
Eliminations   (3 358) (474)
CODM EBITDA  70 066  89 808 
Major joint venture - Irancell5  6 207  3 850 
Hyperinflation impact   1 751  73 
Gain on sale of MTN SA towers  2  76 
Impairment loss on remeasurement of non-current assets held for sale  (146) (900)
Loss on disposal of MTN Guinea-Conakry  (1 918) – 
Gain on disposal of MTN Guinea-Bissau  247  – 
Gain on disposal of MTN Afghanistan  1 018  – 
Impairment loss on Sudan assets due to war  (11 722) (277)
Irancell CODM EBITDA exclusion  (6 207) (3 850)
CODM EBITDA before impairment of goodwill  59 298  88 780 
Depreciation, amortisation and impairment of goodwill and investment in joint venture  (36 491) (42 268)
Net finance cost  (34 812) (39 069)
Net monetary gain  2 853  744 
Share of results of associates and joint ventures after tax  4 735  3 581 
(Loss)/profit before tax  (4 417) 11 768 
1 Nigeria CODM EBITDA for the 2024 period was translated at a significantly weaker naira exchange rate to rand compared to the prior period. Refer to note 16.
2 Zambia has been aggregated into Other SEA in the current year, with comparative numbers restated accordingly.
3 Afghanistan capital expenditure has been included until the sale was concluded on 21 February 2024. Refer to note 18.1.
4 Head office companies consist mainly of revenue the Group's central financing activities and management fees received from segments.
5 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.
Capital expenditure incurred  2024 
Rm 		 2023 
Rm 
South Africa  16 307  15 709 
Nigeria1  17 958  16 785 
SEA  6 088  6 054 
Uganda  3 178  3 478 
Other SEA2  2 910  2 576 
WECA  10 455  21 095 
Ghana  4 820  5 521 
Côte d'lvoire  1 428  6 828 
Cameroon  1 923  5 992 
Other WECA  2 284  2 754 
MENA  180  1 030 
Sudan  167  619 
Afghanistan3  13  411 
Bayobab  872  1 501 
Major joint venture - Irancell4  4 671  4 117 
Head office companies  775  603 
Eliminations  (332) (346)
Hyperinflation impact  987  1 191 
Irancell capital expenditure exclusion  (4 671) (4 117)
53 290  63 622 
1 Nigeria capital expenditure for the 2024 period includes contractual modifications to lease agreements and was translated at a significantly weaker naira exchange rate to rand compared to the prior period (note 16).
2 Zambia has been aggregated into other SEA in the current year, with comparative numbers restated accordingly.
3 Afghanistan capital expenditure has been included until the sale was concluded on 21 February 2024. Refer to note 18.1.
4 Irancell proportionate results are included in the segment analysis as reviewed by the CODM. This is, however, excluded from IFRS Accounting Standards reported results due to equity accounting for joint ventures.

8   FINANCE INCOME, FINANCE COSTS AND NET FOREIGN EXCHANGE LOSSES

2024 
Rm 		 2023 
Rm 
Interest income on loans and receivables  922  1 212 
Interest income on bank deposits  1 495  1 843 
Finance income  2 417  3 055 
Interest expense on financial liabilities measured at amortised cost  (10 416) (11 292)
Lease liability interest expense  (7 934) (7 662)
Finance costs  (18 350) (18 954)
Net foreign exchange losses  (18 879) (23 170)

Nigeria currency devaluation

During the 2024 financial year, the Naira devalued from NGN907 to NGN1 535 (2023: NGN 461 to NGN907) against the US$ and foreign exchange losses of NGN925 billion (R14 111 million) (2023: NGN740 billion (R20 975 million)) were recognised in MTN Nigeria. The foreign exchange losses are largely unrealised losses and relate mainly to the revaluation of the dollar component of tower lease liabilities. There is an ongoing effort to re-denominate some categories of foreign denominated expenditure to local currency. This strategic move aims to reduce exposure to exchange rate volatility.

9   SHARE OF RESULTS OF ASSOCIATES AND JOINT VENTURES AFTER TAX

2024
Rm		   2023
Rm
4 735   3 581
Irancell Telecommunication Company Services (PJSC) 4 558   3 124
Others 177   457

Irancell loan and receivable

On 20 September 2019, the US Treasury Department’s Office of Foreign Assets Control (OFAC) designated the CBI as being subject to sanctions. Sanctions imposed on the CBI creates a secondary sanctions risk for MTN if the CBI allocates foreign currency to an MTN entity for the purposes of repatriating the receivable and/or loan.

Considering the continued uncertainty of when the sanctions will be lifted, the Group has classified R2 806 million (2023: R3 152 million) of the outstanding receivables as non-current as the settlement is neither planned nor likely to occur in the foreseeable future. The balance has been presented as part of investment in associates and joint ventures.

10   EARNINGS PER ORDINARY SHARE

Number of ordinary shares 2024
'000		 2023
'000
Weighted average number of shares 1 806 532 1 806 315
Add: Dilutive shares
– Share options – MTN Zakhele Futhi – 18 293
– Share schemes – 13 352
Shares for dilutive earnings per share 1 806 532 1 837 960
     
Number of ordinary shares 2024
'000		 2023
'000
Weighted average number of shares 1 806 532 1 806 315
Add: Dilutive shares
– Share options – MTN Zakhele Futhi – 18 293
– Share schemes 4 360 13 352
Shares for dilutive headline earnings per share 1 810 892 1 837 960

Treasury shares

Treasury shares of 815 553 (2023: 959 583) are held by the Group and 76 835 378 (2023: 76 835 378) are held by MTN Zakhele Futhi (RF) Limited (MTN Zakhele Futhi).

Headline earnings

Headline earnings is calculated in accordance with the Circular titled Headline Earnings as issued by the South African Institute of Chartered Accountants as amended from time to time and as required by the JSE Limited.

2024 1
Rm   		   2023 
Rm  
Reconciliation between net profit attributable to the equity holders of the Company and headline earnings:  
(Loss)/profit attributable to equity holders of the Company   (9 592)    4 092  
Adjusted for:  
Net loss/(profit) on disposal of property, plant and equipment and intangible assets   113     28  
– Subsidiaries (IAS 16 and IAS 38) 119     38  
– Joint ventures (IAS 28) (6)    (10) 
Net loss on disposal of subsidiaries (IFRS 10) 653     –  
Impairment of goodwill   437     –  
Net impairment loss on property, plant and equipment, right-of-use assets and intangibles (IAS 36) 10 006     726  
Gain on sale of MTN SA towers (IFRS 5) (1)    (56) 
Impairment loss on remeasurement of non-current assets held for sale (IFRS 5) 146     900  
Headline earnings   1 762     5 690  
2024 
Rm 		   2023 
Rm 
(Loss)/earnings per share (cents)
- Basic  (531)   227 
- Basic headline  98    315 
Diluted loss/(earnings) per share (cents)
- Diluted2  (531)   223 
- Diluted headline  97    310 
1 Amounts are measured after taking into account non-controlling interests and tax.
2 Due to losses incurred for the year ended 31 December 2024, the share options and share schemes are anti-dilutive for loss per share for the year.

11   FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT

11.1

Financial assets and financial liabilities at amortised cost
 

The carrying value of current receivables and liabilities measured at amortised cost approximates their fair value.

Listed long-term borrowings

The Group had listed long-term fixed interest rate senior unsecured notes which were issued in prior years. In 2023, the carrying amount was R1 776 million and had a fair value of R1 767 million. The notes are listed on the Irish bond market and the fair values of these instruments are determined by reference to quoted prices in this market. The market for these bonds is not considered to be liquid and consequently the fair value measurement is categorised within level 2 of the fair value hierarchy.

At 31 December 2024, US$500 million redeemable in 2026 (the 2026 notes) had a carrying amount of R9 580 million (2023: R9 253 million) and a fair value of R9 559 million (2023: R9 230 million). The notes are listed on the Irish bond market and the fair value of these instruments is determined by reference to quoted prices in this market. The market for these bonds is not considered to be liquid and consequently the fair value measurement is categorised within level 2 of the fair value hierarchy.

11.2

Financial instruments measured at fair value
 
IHS Group listed equity investment

IHS Group listed equity investment - The fair value of the investment is determined by reference to published price quotations on the New York Stock Exchange. The share price of IHS Group was US$2.92 (2023: US$4.60) on the last trading day of the year.

Included in investments in the statement of financial position is an equity investment in IHS Group at fair value of R4 702 million (2023: R7 158 million). The fair value of the investment is determined by reference to published price quotations on the New York Stock Exchange. The share price of IHS Group was US$2.92 (2023: US$4.60) on the last trading day of the year. The fair value of this investment is categorised within level 1 of the fair value hierarchy.

A fair value decrease of R2 650 million (2023: R2 689 million) has been recognised. On 13 March 2024, the IHS Group share price was US$3.71 equating to an increase in the fair value of R1 089 million subsequent to 31 December 2024.

11.3

Financial instruments measured at fair value
 
Reconciliation of level 3 financial assets

The table below sets out the reconciliation of financial assets that are measured at fair value based on inputs that are not based on observable market data (level 3):

Insurance cell captives Rm
Balance at 1 January 2023 1 394
Contributions paid to insurance cell captives 458
Claims received by insurance cell captives (119)
Loss recognised in profit or loss 60
Balance at 1 January 2024 1 793
Contributions paid to insurance cell captives 653
Claims received by insurance cell captives (634)
Loss recognised in profit or loss (113)
Balance at 31 December 2024 1 699

11.4

Capital management
 

Management regularly monitors and reviews covenant ratios. In terms of the banking facilities, the Group is required to comply with financial covenants. These financial covenants differ based on the contractual terms of each facility and incorporate both IFRS Accounting Standards and non-IFRS Accounting Standards financial measures. In the prior year, MTN Guinea-Bissau breached a loan covenant as result of negative EBITDA performance. No formal waiver was provided by the lender, and as a result, the full outstanding balance of R171 million was classified as current. MTN Guinea-Bissau, has subsequently been disposed of. The Group has complied with all other externally imposed loan covenants during the current financial year.

12   AUTHORISED COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT AND SOFTWARE

2024
Rm		 2023
Rm
28 446 37 127
– Contracted 10 629 16 136
– Not contracted 17 817 20 991

13   INTEREST-BEARING LIABILITIES

2024
Rm		 2023
Rm
Bank overdrafts 1 240 990
Current borrowings 12 626 28 124
Current interest-bearing liabilities 13 866 29 114
Non-current borrowings 66 736 55 925
Total interest-bearing liabilities 80 602 85 039

14   ISSUE AND REPAYMENT OF DEBT INSTRUMENT

During the year under review the following entities raised and repaid significant debt instruments:

Raised
2024
Rm		 Repaid
2024
Rm		 Raised
2023
Rm		 Repaid
2023
Rm
Mobile Telephone Networks Holdings Limited 23 240 16 884 4 662 2 890
Loan facilities 14 100 11 008 1 662 1 000
General banking facilities 4 500 3 500 – –
Domestic medium-term programme 4 640 2 376 3 000 1 890
MTN Mauritius 1 729 – 6 464 –
Syndicated term loan – – 6 464 –
Revolving credit facility 1 729 – – –
MTN (Mauritius) Investments Limited – 1 741 – 6 426
Senior unsecured notes – – – 6 426
Euro Bond – 1 741 – –
Scancom PLC (MTN Ghana) – 200 – 237
Revolving credit facility – 200 – 237
MTN Cameroon – 657 3 062 1 142
Syndicated term loan – 657 3 062 1 142
MTN Nigeria Communications Plc (MTN Nigeria) 5 634 12 021 18 234 14 376
Long-term borrowings 3 296 1 853 8 416 8 918
Bond and commercial paper 2 338 10 168 9 818 5 458
Spacetel Benin SA1 1 972 735 182 70
Term loan 1 972 340 182 70
Syndicated term loan – 395 – –
MTN Congo Brazzaville1 1 511 406 105 306
Syndicated term loan 1 511 406 105 306
MTN Uganda1 411 1 236 291 538
Syndicated term loan – 1 236 291 538
Revolving credit facility 411 – – –
Other1 352 1 607 381 42
Total 34 849 35 487 33 381 26 027
1 Raised and repayment of debt securities included in Other in 2023 has been disaggregated in 2024 and comparative numbers have been re-presented accordingly.

15   CONTINGENT LIABILITIES

2024
Rm		 2023
Rm
Uncertain tax exposures 693 418
Legal and regulatory matters 892 909

Uncertain tax exposures

The Group operates in numerous tax jurisdictions and the Group's interpretation and application of the various tax rules applied in direct and indirect tax filings may result in disputes between the Group and the relevant tax authority. The outcome of such disputes may not be favourable to the Group. At 31 December 2024, there were a number of tax disputes ongoing in various of the Group's operating entities.

Legal and regulatory matters

The Group is involved in various legal and regulatory matters, the outcome of which may not be favourable to the Group and none of which are considered individually material.

The Group has applied its judgement and has recognised liabilities based on whether additional amounts will be payable and has included contingent liabilities where economic outflows are considered possible but not probable.

16   EXCHANGE RATES TO SOUTH AFRICAN RAND

Closing rates Average rates
2024 2023 2024 2023
Foreign currency to South African rand:
United States dollar US$ 18.90 18.27 18.32 18.40
South African rand to foreign currency:
Nigerian naira NGN 81.20 49.65 82.25 32.58
Iranian rial1 IRR 33 185.44 21 372.32 26 000.70 19 379.16
Ghanaian cedi1 GHS 0.78 0.66 0.79 0.64
Cameroon Communauté Financière Africaine franc XAF 33.53 32.45 33.15 32.85
Côte d'lvoire Communauté Financière Africaine franc CFA 33.53 32.45 33.06 32.87
Ugandan shilling UGX 194.64 206.91 205.17 202.47
Sudanese pound1 SDG 105.51 45.60 108.03 34.14
1 The financial results, positions and cash flows of foreign operations trading in hyperinflationary economies are translated as set out in note 6.

The Group's functional and presentation currency is the rand. The strengthening of the closing rate of the rand against the functional currencies of the Group's largest operations contributed to the decrease in consolidated assets and liabilities and the resulting foreign currency translation reserve decrease of R5 680 million (31 December 2023: R13 533 million increase) for the period.

MTN Nigeria's results for the year ended 31 December 2024 were translated into the Group's functional currency at a significantly weaker naira exchange rate. This had a significant impact on the Group results, including reducing ZAR revenue, despite MTN Nigeria's revenue increasing in local currency.

Net investment hedges

The Group hedges a designated portion of its Unites States dollar net assets in MTN Dubai for foreign currency exposure arising between the US$ and ZAR as part of the Group's risk management objectives. The Group designated external borrowings denominated in US$ held by MTN (Mauritius) Investments Limited. For the period of the hedge relationship, foreign exchange movements on these hedging instruments are recognised in OCI as part of the FCTR, offsetting the exchange differences recognised in OCI, arising on translation of the designated United States dollar net assets of MTN Dubai to ZAR. The cumulative forex movement recognised in OCI will only be reclassified to profit or loss upon loss of control of MTN Dubai. There was no hedge ineffectiveness recognised in profit or loss during the current or prior year.

17   NON-FINANCIAL ASSETS

17.1 

Sudan conflict

Conflict started in Sudan’s capital Khartoum on 15 April 2023 between Sudanese Armed Forces and the Rapid Support Forces which led to damage to state-owned infrastructure in the city. The conflict resulted in the displacement of Sudanese citizens to neighbouring countries and the evacuation of foreign nationals. As the conflict continued, limited grid power and fuel availability and the instability of fibre transmission links resulted in the degradation of network availability of MTN’s Sudanese operation in 2023.

On 2 February 2024, the network was shutdown countrywide due to ongoing conflict and the situation on the ground. Due to MTN Sudan’s network topology and increased conflict in the country, MTN Sudan was only able to recover the network at the end of May 2024 and currently have some sites on-air in safe regions by the end of December 2024. MTN Sudan is committed to increasing their on-air sites to connect the Sudanese people despite the challenging circumstances.

The ongoing conflict in Sudan has resulted in loss of revenue and earnings and has led to a prolonged hyperinflationary environment. Accordingly, the future economic benefits that can be derived from MTN Sudan’s operations have declined. To this end, MTN Group has recognised an impairment of R11 722 millionrelating to MTN Sudan’s non-current assets.

The following key assumptions were used:

  • Growth rate: A terminal growth rate of 8.4%.
  • Discount rate: Two discount rates of 74.29% and 35.58% reflecting periods in conflict and out of conflict respectively.

The total impairment of R11 722 million comprised of the following:

  2024
Rm 
Property, plant and equipment 10 201
Right-of-use assets 65
Intangible assets 1 456
  11 722

 

17.2 

MTN Nigeria lease modification

During the current year, MTN Nigeria renegotiated the binding commercial terms of the existing infrastructure sharing and master lease agreements with IHS (Nigeria) Limited, INT Towers Limited and IHS Towers NG Limited (together, IHS). The revised Terms of Agreement was executed on 7 August 2024, with the terms of the amendment taking effect from 1 April 2024, and a mutual agreement to extend all agreements to 31 December 2032.

The revised terms reduced the US dollar-indexed portion of the overall arrangement, making the leases majority Nigerian Naira-based, as well as set a cap of 20% for the Nigerian Naira CPI escalation component. As a result of the lease extension and renewals, additional lease liabilities and right-of-use assets amounting to R10 150 million have been recognised.

18   CHANGES IN SHAREHOLDING

18.1

 

MTN Afghanistan

On 20 June 2022, the Group received a binding offer for the sale of MTN Afghanistan. MTN Dubai and MINT Trading Middle East Limited (a 100% subsidiary of M1 Group Limited) signed a sale and purchase agreement on 10 March 2023, which is subject to conditions precedent. During the second half of 2023, the transaction received conditional regulatory approval to proceed, pending the submission of relevant documentation to the Afghanistan Regulatory Authority. The sale was concluded on 21 February 2024 for US$21 million (R409 million1).

An impairment loss of R146 million(2023: R900 million) after writing down the carrying amount of the disposal group to its fair value less costs to sell has been recognised in profit or loss. MTN Afghanistan is presented as part of the MENA cluster in the segment information (note  7).  On  disposal of MTN Afghanistan, an amount of R956 millionaccumulated foreign currency translation reserve (FCTR) gains was reclassified to profit and loss.

1 Translated at the date of disposal on 21 February 2024 of US$1 = 19.21.

 

The carrying amounts of assets and liabilities as at the effective date of the disposal were:

31 December 2024
Rm
Property, plant and equipment 114
Right-of-use assets 62
Intangible assets 38
Deferred tax asset and other non-current asset 201
Trade receivables and other current assets 551
Cash and cash equivalents 885
Total assets 1 851
Current liabilities 1 049
Lease liabilities 344
Other liabilities 49
Total liabilities 1 442
Net carrying amount of assets held for sale 409
   
Total consideration 409
Recognition of intercompany receivables on deconsolidation 62
Reclassification of foreign currency translation reserve 956
Net carrying amount of assets derecognised (409)
Gain on disposal of subsidiary 1 018
Net cash:
Cash received 87
Less: Cash and cash equivalents in MTN Afghanistan (885)
Proceeds, net of cash disposed of (798)

Included in the 2024 Group results is R498 millionrevenue representing 0.26% of the Group’s total revenue and R12 millionCODM EBITDA1 representing 0.02% of the Group’s CODM EBITDA relating MTN Afghanistan up to the effective date of sale.

1 CODM EBITDA is defined in note 7.

 

18.2

 

MTN Guinea-Bissau and MTN Guinea-Conakry

On 26 October 2023, the Group received a binding offer for the sale of both MTN GuineaBissau and MTN Guinea-Conakry for a consideration of US$1 for each of the companies. MTN Group and Telecel Group (Telecel) have subsequently signed a sale and purchase agreement on 15 December 2023, which was subject to conditions precedent.

MTN Guinea-Conakry and MTN Guinea-Conakry are presented as part of WECA cluster in the segment information (note 2.1).

The regulator approved the sale of MTN Guinea-Bissau which was concluded on 1 August 2024. As a result of the net liability position for MTN Guinea-Bissau on classification of held for sale, there was no further impairment on measuring at the lower of carrying amount and fair value less costs to sell. On disposal of MTN Guinea-Bissau, an amount of R287 millionaccumulated foreign currency translation reserve (FCTR) gains was reclassified to profit and loss.

Included in the 2024 Group results is R217 millionrevenue representing 0.12% of the Group’s total revenue and R30 millionCODM EBITDA1 loss representing 0.04% of the Group’s CODM EBITDA relating MTN Guinea-Bissau up to the effective date of sale.

The Guinean government subsequently offered to purchase MTN Guinea-Conakry and the sale of MTN Guinea-Conakry was concluded on 30 December 2024. As a result of the net liability position for MTN Guinea-Conakry on classification of held for sale, there was no further impairment on measuring at the lower of carrying amount and fair value less costs to sell. On disposal of MTN Guinea-Conakry, an amount of R1 370 millionaccumulated foreign currency translation reserve (FCTR) loss was reclassified to profit and loss.

Included in the 2024 Group results is R1 105 millionrevenue representing 0.57% of the Group’s total revenue and R313 millionCODM EBITDA1 loss representing 0.45% reduction of the Group’s CODM EBITDA relating MTN Guinea-Conakry up to the effective date of sale.

1 CODM EBITDA is defined in note 7.

 

The carrying amounts of assets and liabilities as at the effective date of the disposal were:

   MTN
Guinea-Bissau
Rm 		 MTN
Guinea-Conakry
Rm 
Property, plant and equipment  271  571 
Right-of-use assets  1  64 
Intangible assets  7  1 011 
Other non-current assets  186  135 
Trade receivables and other current assets  263  19 
Cash and cash equivalents  15  23 
Total assets   743  1 823 
Current liabilities  622  3 119 
Lease liabilities  5  6 
Other non-current liabilities  198  390 
Total liabilities   825  3 515 
Net carrying amount of liabilities   (82) (1 692)
     

  Rm
Rm 
Liabilities incurred on disposal (122) –
Reclassification of foreign currency translation reserve 287 (1 370)
Net carrying amount of assets derecognised 82 1 692
Non-controlling interests derecognised – (2 240)
Gain/(loss) on disposal of subsidiary 247 (1 918)
Net cash:    
Cash received – –
Cash and cash equivalents 15 23
Cash deconsolidated on disposal of subsidiary (15) (23)

 

18.3

 

MTN Ghana

The Group disposed of 686 millionshares in MTN Ghana to Ghanaian citizens as part of the Group’s localisation strategy. This took the Group’s shareholding from 81.04% to 73.99%. The proceeds generated from the localisation, net of taxes and transaction costs amounted to US$72 million(R1 462 million1). This resulted in a net loss of R1 451 millionthat was recognised in equity as transaction with non-controlling interest.

1 Translated at the effective date of the sale. Cash proceeds per the statement of cash flows are translated at the spot rate on the date of receipt of the proceeds.

 

18.4

 

MTN Uganda localisation

The Group disposed of 1 575 millionshares in MTN Uganda as part of the Group’s localisation strategy. This took the Group’s shareholding from 83.05% to 76.02%. Proceeds generated from the sale of shares, net of taxes and transaction costs amounted to UGX214 billion (R1 036 million1). This resulted in a net gain of R564 millionrecognised in equity as a transaction with non-controlling interests.

1 Translated at the effective date of the sale. Cash proceeds per the statement of cash flows are translated at the spot rate on the date of receipt of the proceeds.

19   EVENTS AFTER THE REPORTING PERIOD

Dividends declared

Dividends declared at the Board meeting held on 14 March 2024 amounted to 345 cents per share.

Nigeria tariff increase

On 15 January 2025, the National Communication Commission (NCC) announced its approval of a 50% increase in tariff in response to the prevailing macroeconomic environment, increasing inflationary pressures, and rising operational costs for all telecommunication companies within the telecommunication ecosystem. The decision was made in compliance with regulatory guidelines and following engagements with relevant stakeholders. Implementation of this change will result in a tariff adjustment across its service offerings. The tariff increase was necessary to ensure the sustainability of network expansion, continued investment in infrastructure, and the delivery of high-quality services to customers. The Company remains committed to balancing affordability with the need to maintain service excellence and financial sustainability.