About this report
Welcome to Cell C Holdings Limited's maiden Integrated Annual Report (the IAR or this report) for the financial year ended May 2026. Following its listing on the Johannesburg Stock Exchange (JSE) on 27 November 2025, Cell C enters the next phase of its growth with a clear strategy and commitment to disciplined value creation.
The report explains how we deliver on our purpose and strategy, how we measure progress against our financial and non-financial objectives, and how our governance supports business performance. This includes information on our outlook, outlining how Cell C will create and preserve value over the short term (within the next 12 months), medium term (one to three years), and long term (more than three years). We also describe how we are bridging the digital divide in South Africa and empowering customers by making digital services accessible, affordable and inclusive.
Reporting scope and boundary
This report includes material information on the financial reporting entity, Cell C Holdings Limited (Cell C or the company), a proudly South African mobile network operator serving customers across the country. The report covers the financial year from 1 June 2025 to 31 May 2026. This includes material information on our subsidiary, Comm Equipment Company (CEC)1, four major lines of business: Prepaid, Postpaid, Wholesale, and Other Businesses, which are enabled by several support areas.
1. In August 2025, the Competition Tribunal approved a merger through which Cell C acquired 100% of CEC from The Prepaid Company (TPC).
Reporting requirements and frameworks
This report was prepared in accordance with relevant regulations, standards and best practices. Cell C aligns its reporting with the following reporting requirements and principles:
- The International Integrated Reporting Framework.
- The JSE Listings Requirements.
- The International Financial Reporting Standards (IFRS).
- The Companies Act No. 71 of 2008 of South Africa, as amended (Companies Act).
- The King V Report on Corporate Governance™ for South Africa (King V™)2.
2. King V™ was published on 31 October 2025 by the Institute of Directors in South Africa in collaboration with the King Committee on Corporate Governance. The company's governance structures are aligned with King V™ and support the application of its principles across the company.
Materiality and integrated thinking
The Board approved management’s approach to determining materiality for the information disclosed in this report. We applied a double materiality approach, considering both how sustainability matters affect the company and how the company affects society and the environment.
Our 10 material matters shape our overall strategy and act as a filter for determining the information included in this report (page 28). Our strategy (page 70), stakeholders (page 53), and key risks (page 42) were also considered when selecting the information included in this report.
Assurance and oversight
Our Executive Committee (EXCO) and the Board of Directors (Board) review and oversee the report’s contents. The company’s combined assurance model (page 159) leverages assurance from management, internal and external assurance providers, and a strong internal control environment to support compliance. We rely on our internal controls and management review to ensure the accuracy of our internal financial and operational information.
Various Board committees confirmed the information in the report in compliance with their mandates and recommended it to the Board for approval. The Board is satisfied that internal oversight sufficiently ensures that the report’s information is reliable and that no additional external assurance was obtained.
The financial information in this report is drawn from the AFS, prepared in accordance with the relevant standards. These are audited by the company’s external auditors, SNG Grant Thornton Inc, in accordance with international auditing standards. Our Broad-Based Black Economic Empowerment (B-BBEE) certificate is verified by Empowerbee.
Forward-looking statements
Many of the statements in this report constitute forward-looking statements. These are not guarantees or predictions of future performance. The information on which forward-looking statements were based was not audited. Like all businesses, Cell C faces risks and other factors outside of its control. This may lead to outcomes unforeseen by the company. Readers are cautioned not to place undue reliance on forward-looking statements.
Board approval
The Board, assisted by the Audit, Risk and Compliance Committee and the Social and Ethics Committee, acknowledges its responsibility for ensuring the integrity and completeness of the IAR and has applied its collective mind to its preparation.
Our reporting process
- This report is drafted from detailed internal management and Board reports as well as interviews with senior management and Board members.
- Content owners and the EXCO review the report before it is submitted to the Audit, Risk and Compliance and Social and Ethics Committees for further review.
- The Board performs a final review of the report and approves it for release to stakeholders.
The Board confirms that it has reviewed the report, with guidance from management and the relevant Board committees, and is satisfied that sufficient assurance has been obtained regarding the integrity and reliability of the information contained therein. Based on this review and the assurance activities performed during the year, the Board is confident that the report presents a fair, balanced and reasonable representation of Cell C's strategy, governance, performance and prospects for the period under review.
The report was approved by the Board on 29 September 2026.
Joe Mthimunye
Chairman
Jorge Mendes
Chief Executive Officer (CEO)
