Notes to the consolidated interim financial statements

The directors of MTN Group Limited (the Company), its subsidiaries, joint ventures, associates and structured entities (together, the Group) take full responsibility for the preparation of the consolidated interim financial statements.

The Company is a leading pan-African mobile operator that provides a diverse range of voice, data, digital, fintech, wholesale and enterprise services through its subsidiary companies, joint ventures, associates and related investments.

The consolidated interim financial statements for the six months ended 30 June 2026 are prepared in accordance with the requirements of the Johannesburg Stock Exchange (JSE) Limited Listings Requirements for interim financial statements and the requirements of the Companies Act of South Africa No 71 of 2008, as amended (the Companies Act), applicable to interim financial statements. The interim financial statements were prepared in accordance with the framework concepts and the measurement and recognition requirements of the International Financial Reporting (IFRS® Accounting Standards), as issued by the International Accounting Standards Board (IASB), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices Committee, Financial Pronouncements as issued by the Financial Reporting Standards Council (FRSC), and prepared in accordance with and containing the information required by IAS 34 Interim Financial Reporting.

The consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2025, which were also prepared in accordance with IFRS Accounting Standards.

The accounting policies applied in the preparation of the consolidated interim financial statements are in terms of IFRS Accounting Standards and are consistent with those accounting policies applied in the preparation of the previous consolidated annual financial statements.

One amendment to accounting pronouncements was effective from 1 January 2026, which relates to Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures) This amendment did not have a material impact on the Group.

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 impact of hyperinflation on the segment analysis is as follows:

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
• Ghana
• Southern and East Africa (SEA)
• Francophone Africa

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

The SEA and Francophone 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. In line with Group strategy, reporting segment information has been revised effective 1 January 2026. As a result, Ghana is now a major subsidiary and is presented as a separate reportable segment, the SEA cluster now includes Uganda, Rwanda, Zambia, South Sudan, Sudan and Liberia. The Francophone Africa segment consists of Cameroon, Côte d'lvoire, Benin and Congo-Brazzaville. The Group no longer reports the WECA and MENA segments. MTN Digital Infrastructure houses Bayobab. Comparative operating segment information has been restated accordingly. Irancell Telecommunications Company Services' (PJSC) (Irancell) proportionate results have been excluded as a reportable segment as its operating results are not regularly reviewed by the CODM to make resource allocation decisions and assess its performance.

A key performance measure of reporting profit for the Group is CODM EBITDA. CODM EBITDA which is defined as earnings before finance income, finance costs, 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.
• Share of results of associates and joint ventures after tax (note 9).
• Hyperinflation (note 6).
• MTN Syria settlement (note 17).
• Impairment loss on Sudan's non-current assets (note 5.2).

These exclusions remained unchanged from the prior year, except for the MTN Syria settlement. 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 prior period.

Impairment of non-current assets
The escalation of the conflict in Iran in the first half of 2026 impacted the operational performance of Irancell. However, the deterioration of the Iranian Rial exchange rate and an increase in the discount factor have placed significant pressure on discounted future cash flows compared to the hyperinflation-adjusted net assets of Irancell. As at 30 June 2026, the Group recognised its attributable portion, amounting to R3 900 million of the impairment charge relating to the recoverable amount of assets of Irancell.

The impairment assessment considered the 2026-2028 forecast and utilised the following assumptions:

• Average capex intensity: 20.3%
• Terminal growth rate: 25%
• WACC: 79%, 44% and 36%

Irancell loan and receivable

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

Considering the continued uncertainty of when the sanctions will be lifted, the Group has classified R2 009 million (30 June 2025: R2 554 million, 31 December 2025: R2 312 million) of the outstanding receivables as non-current as the settlement is neither planned nor likely to occur in the foreseeable future. This balance has been presented as part of investment in associates and joint ventures.

Number of ordinary shares

Treasury shares
Treasury shares of 626 389 (30 June 2025: 760 979, 31 December 2025: 706 493) are held by the Group and nil (30 June 2025: 2 476 448, 31 December 2025: nil) were held by MTN Zakhele Futhi.

Headline earnings
Headline earnings is calculated in accordance with Circular 1/2023 Headline Earnings as issued by the South African Institute of Chartered Accountants (SAICA), as amended from time to time and as required by the JSE Limited.

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 30 June 2026, 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.

The Group's functional and presentation currency is 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 (FCTR) decrease of R14 111 million (30 June 2025: R16 426 million increase, 31 December 2025: R5 607 million increase) for the period.

Net investment hedges

The Group hedges a designated portion of its United States dollar net assets in MTN (Dubai) Limited (MTN Dubai) for forex 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 foreign exchange movement recognised in OCI will only be reclassified to profit or loss upon loss of control of MTN Dubai.

To assess hedge effectiveness the Group performs hedge effectiveness testing by comparing the changes in the carrying amount of the debt that is attributable to a change in the spot rate with changes in the net assets designated in MTN Dubai. There was no hedge ineffectiveness recognised in profit or loss during the current or prior year.

MTN Syria settlement

Included in Other income is a settlement agreement relating to MTN Syria. In 2021, MTN Syria was placed under judicial guardianship over a disputed licence obligation. MTN Group subsequently abandoned the operation as the regulatory actions made business untenable. During 2026, MTN Group finalised an agreement with the Syrian authorities to formally regularize its exit from Syria and entered into a settlement with the Syrian Arab Republic pursuant to which the parties agreed to resolve all outstanding disputes, and formalise MTN's exit, relating to MTN Group’s historical investment in MTN Syria. Under the settlement, MTN Group will receive US$43.9 million (R716 million¹) in full and final settlement of the investment claims and all other matters resolved under the settlement.

¹ Translated at the average rate of US$1=R16.31.

MTN Ghana localisation

On 19 March 2026 and 26 June 2026, 33 736 712 and 636 856 shares, respectively in MTN Ghana have vested and have been transferred to employees, as part of MTN Ghana's Employee Share Option Scheme. These transactions have decreased the Group’s effective shareholding from 72.91% to 72.64% and the Group recognised a loss of R251 million on transaction with non-controlling interests.

The Group adopted IFRS 16 Leases (IFRS 16) retrospectively from 1 January 2019, resulting in the recognition of right-of-use assets and lease liabilities. During the year ended 31 December 2025, the Group identified that MTN Ghana's network infrastructure leases had not been remeasured following contractual lease extensions and the introduction of a fixed escalation clause that had come into effect after the adoption of IFRS 16. This resulted in right-of-use assets and lease liabilities being understated.

The economy of Ghana was assessed to be hyperinflationary effective 1 January 2023. The uplift of the assets on initial application of hyperinflation resulted in the net asset value of MTN Ghana exceeding its recoverable amount. As a result of this, the initial adjustment was capped at the recoverable amount, with the cap impacting the hyperinflation adjustment to goodwill. The restatement to correct the understatement of MTN Ghana's right-of-use assets and lease liabilities increased the net asset value on initial adoption of hyperinflation (including the effect of hyperinflating the right-of-use asset), this impacted the initial hyperinflation adjustment to goodwill.

19.1  Quantification of prior period error

The impact of the restatement on the prior period results is as follows (all related notes and affected financial risk management disclosures have also been restated):