MTN’s Governance lens view.
Read MTN Group’s headline numbers in isolation, and the story is a good one. Service revenue up 22.9% to R218.5 billion in FY2025. Subscribers past 307 million. A dividend up 45%. A share price that touched R193 on results day and kept climbing. A R6 billion buyback signalling a board confident enough to back its own stock. On the surface, this reads like a recovery already arrived.
That is exactly the read InsidEntity’s framework is built to complicate. A strong headline number and a durable business are not the same claim. MTN’s InsidEntity Company Risk Rating sits at 4.34 (JSE: MTN), Excellent, one notch below Benchmark, and the gap between that score and the headline growth numbers is where this article sits. Full breakdown, director profiles, and filing history on MTN’s InsidEntity report; underlying numbers on the financials page.
The growth story is real, and also narrower than it looks
MTN’s FY2025 numbers are not manufactured. Group service revenue grew 22.9% in reported terms (22.7% in constant currency) to R218.5 billion. Data traffic surged 27%, with average monthly use per customer rising from 10.8GB to 12.5GB. MoMo, the group’s mobile money platform, processed more than 23 billion transactions worth over USD 500 billion across 69.5 million monthly active users: MTN looks increasingly like a financial services company running on top of a telecoms network. A dividend of 500 cents per share, up 45% from 345 cents, and a share price recovering from 2024 lows around R95 to results-day levels near five-year highs, reads as a market rewarding execution.
Look at where the growth came from, though, and the story narrows. MTN Nigeria lifted service revenue 54.9% and MTN Ghana 35.9% in constant currency, both boosted by pricing revisions and recovering currencies. MTN South Africa, the group’s home market, grew service revenue just 2.0% to R44.0 billion. Inside that number, the prepaid segment, which makes up 52% of MTN SA’s service revenue, declined 4.4%, and voice revenue fell 4.2%. The group is being carried by two markets whose growth rests partly on approved price increases and currency normalisation, while the domestic core fights for every rand of a mature, hyper-competitive market.
The competitive picture underneath is tighter than the group number implies. MTN holds around 40 million South African subscribers against Vodacom’s roughly 50 million, with MTN’s edge sitting in ARPU rather than volume. And a category invisible in a subscriber count, MVNOs including FNB Connect, Capitec Connect, and SPAR Mobile, is targeting 10 million-plus SIMs by 2028, running on MTN’s own network while competing directly for its retail relationship and margin.
| Operator | SA subscribers | Position | Key dynamic |
|---|---|---|---|
| Vodacom | ~50m | Market leader by volume | Scale advantage in prepaid |
| MTN | ~40m | ARPU leader | Prepaid segment declining 4.4% |
| Telkom | ~24m | Third mobile operator | Growing off a smaller base |
| Cell C | Restructured | Fourth operator | Unbundled from Blue Label Telecoms |
| MVNOs (FNB, Capitec, SPAR) | 2.6m+ | Emerging category | Targeting 10m+ SIMs by 2028 |
The threat sitting inside South African regulation, not outside it
The single most consequential item in MTN’s near-term domestic outlook is regulatory, not competitive. ICASA’s End-User and Subscriber Service Charter Amendment Regulations, gazetted in January 2026 and taking effect in January 2027, require operators to roll over unused data, voice, and SMS bundles at least once, automatically, at no charge, and on the same terms as the original purchase, with the oldest bundles depleted first and out-of-bundle billing prohibited without explicit opt-in. Breakage revenue, the portion of prepaid bundles paid for but never used, quietly disappears from the model, in a market where MTN SA’s prepaid segment is 52% of service revenue and already shrinking. This arrives as traditional voice revenue continues an irreversible structural decline toward WhatsApp and data-based communication. Two of MTN’s core South African revenue lines are under pressure from forces the company does not control.
Layer on the wider operating footprint and the picture repeats. MTN operates across 16 African and Middle Eastern markets, and the same year that produced 22.9% group growth also carried currency volatility in Nigeria and civil conflict in Sudan. Growth is real, and the operating environment is simultaneously hard in ways execution alone doesn’t fix. That is precisely the condition under which governance quality stops being an abstraction and starts being the difference between a stumble and a slide.
The governance layer the subscriber count does not show you
The Company Risk Rating is not one number but four weighted pillars: Director Independence, Director Capacity, Auditor Independence, and Shareholder Influence. The weighting is deliberate. Director Independence carries 40% of the rating, and Director Capacity, Auditor Independence and Shareholder Influence carry 20% each: no single strength is allowed to paper over a weakness, and no single weakness is allowed to sink a company that is sound on the other three. The overall rating is the weighted combination of the four, which means every pillar’s gap shows up in the headline number, undiluted.
| Component | Score | Read |
|---|---|---|
| Director Independence | 5.0 | Benchmark |
| Auditor Independence | 5.0 | Benchmark |
| Shareholder Influence | 4.5 | Excellent |
| Director Capacity | 2.87 | Caution |
| Overall Rating | 4.34 | Excellent |
(1 Risk, 2 Caution, 3 Good, 4 Excellent, 5 Benchmark, per InsidEntity’s Company Risk Rating methodology. The overall rating is the weighted combination of the four pillar scores, with Director Independence at 40% and the other pillars at 20% each. Ratings update regularly as board, auditor, and shareholder changes occur, so check MTN’s live rating on the platform to stay current. The scores above are as at the time of writing.)
Two pillars sit at Benchmark. Director Capacity is the clear outlier, and it is single-handedly the factor keeping MTN from a Benchmark overall score: hold the other three pillars where they are and lift Director Capacity to their level, and MTN rates among the strongest governance profiles on the JSE. Three items explain the picture:
Director Capacity. MTN’s board oversees operations across 16 African and Middle Eastern markets with a single director carrying legal experience, thin cover in exactly the function that telecommunications regulation across those jurisdictions is testing hardest. The data expiry rules in South Africa, the licensing environment in Nigeria, the IHS transaction’s multi-market regulatory approvals: each one lands on a board with one legal voice at the table. This is the pillar the data confirms directly, and it’s worth watching board composition rather than waiting for the AGM: see InsidEntity’s coverage of MTN’s recent board changes.
Auditor independence, and the restatement worth more attention. Ernst & Young has been MTN’s group auditor for five years, per the tenure disclosure in the FY2025 audit report, with the lead engagement partner rotating off after the FY2025 audit in line with independence requirements. Non-audit fees ran at 9% of audit fees, well inside MTN’s 25% policy ceiling. On the measures the Auditor Independence pillar scores (tenure, fees, non-audit services, opinion history), EY sits comfortably at Benchmark. The item that deserves the attention instead sits in the FY2025 annual financial statements themselves: MTN restated its 2024 results after discovering that MTN Ghana’s network infrastructure leases had not been remeasured for contractual extensions and fixed escalations, an error large enough to move right-of-use assets by R3 billion and goodwill by R2.2 billion. The audit opinion stayed unqualified and the correction was properly disclosed, but a prior-period error at this scale is a financial-controls signal, the kind that sits quietly in disclosure until a second one shows up alongside it. One restatement is a note; two is a pattern.
Shareholder concentration. The Government Employees Pension Fund, whose listed assets are managed by the Public Investment Corporation, holds 19.44% of MTN. That sits just below InsidEntity’s 20% material-shareholder threshold, a fraction of a percentage point from tripping it, and GEPF is comfortably the largest single holder, with real influence over board composition. Directors nominated with PIC’s support warrant case-by-case independence review rather than a default read either way.
Reading the growth and the governance together
None of this says MTN is a company in trouble. Read together with the earnings picture, it says something more specific: a business executing well in the numbers that are easy to measure, carrying a governance capacity gap in the area that is harder to measure and slower to show up in results. That is a different investment case from either a clean growth story or an obvious governance failure.
The IHS Towers acquisition is the swing factor to watch, and it is a materially bigger bet than a tower-lease clean-up. MTN announced on 17 February 2026 that it will buy the roughly 75% of IHS Towers it doesn’t already own for USD 8.50 a share in cash, about USD 2.2 billion of consideration valuing IHS at an enterprise value of roughly USD 6.2 billion, folding one of Africa’s largest independent tower companies, with nearly 29,000 towers across five key MTN markets, fully into the group’s new digital infrastructure platform. The structure is disciplined on paper: no new MTN equity, roughly USD 1.1 billion of MTN cash alongside roughly USD 1.1 billion from IHS’s own balance sheet, and completion conditional on IHS exiting its Latin American assets, a two-thirds shareholder vote, and regulatory approvals across multiple African markets.
That last condition is where the governance reading and the deal reading converge. A transaction requiring regulatory clearance in several jurisdictions simultaneously is exactly the workload a board’s legal capacity exists to oversee, and it is the capacity InsidEntity’s rating flags as MTN’s weakest pillar. Whether the R6 billion buyback signals genuine confidence or just capital with nowhere better to go will show up in whether IHS integrates cleanly and whether FY2025’s cash generation (operating free cash flow up 81.7% to R57.1 billion, free cash flow up 345.5% to R26.9 billion, net debt to EBITDA at 0.3x) becomes durable dividend capacity rather than a one-off recovery year. The buyback was announced alongside the FY2025 results and dividend declaration on 16 March 2026: see the full announcement.
The recovery window in numbers
| Metric | FY2024 | FY2025 | Trend |
|---|---|---|---|
| Group service revenue | R178.1bn | R218.5bn | ↑ +22.9% reported |
| MTN SA service revenue | R43.2bn | R44.0bn | ↑ +2.0% |
| Subscribers | 291m | 307.2m | ↑ +5.6% |
| Dividend (cps) | 345c | 500c | ↑ +45% |
| Data usage per customer | 10.8GB | 12.5GB | ↑ +27% traffic growth |
| Net debt / EBITDA | 0.7x | 0.3x | ↓ Deleveraging |
Set the group line against the domestic one and the two are telling different stories. The group grew nearly 23%; the home market grew 2%, with its largest segment shrinking. The group’s recovery is being carried by Nigeria, Ghana, and MoMo: markets and platforms where currency, pricing regulation, and political stability are the operative risks, and where the FX losses of 2023 and 2024 were large enough to consume group earnings before the 2025 turn. That is the reconciliation a reader of only the group headline would miss.
Pull up MTN’s full Company Risk Rating and Health Status Rating on InsidEntity, cross-check against the financials, and watch whether the Director Capacity score and the auditor tenure item move before the next results do. A subscriber count tells you what already happened. The governance layer tells you what’s happening next.
About the InsidEntity Company Risk Rating
The InsidEntity Company Risk Rating (CRR) scores companies on a 1 to 5 scale across four weighted governance pillars: Director Independence, Director Capacity, Auditor Independence, and Shareholder Influence. A 5 is Benchmark, a 1 is Risk, and the overall rating is the weighted combination of the four, so a weakness in any single pillar shows up in the headline number. Ratings update regularly as corporate changes occur, so the platform is always the current view. Explore ratings for companies across 145 stock exchanges at InsidEntity.
This article is an extract from The World Inside, InsidEntity’s newsletter, Issue 1 (March 2026), updated with MTN’s FY2025 results and subsequent developments. Issue 3 is available at the end of July 2026.