REG - Helios Towers PLC - Full Year Results 2025
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RNS Number : 3115W Helios Towers PLC 12 March 2026
Helios Towers plc announces results for the year ended 31 December 2025
FY 2025 performance ahead of expectations
+12% Adjusted EBITDA growth
>3x free cash flow expansion
FY 2026 guidance demonstrates meaningful progress towards IMPACT 2030 targets
London, 12 March 2026: Helios Towers plc ("Helios Towers", "the Group" or
"the Company"), the independent
mobile tower company, today announces results for the year to 31 December 2025
("FY 2025").
Tom Greenwood, Chief Executive Officer, said:
"2025 was another year of strong performance for Helios Towers, as we once
again exceeded market expectations. Powered by our world-class platform and
exceptional people, we delivered record tenancy additions and continued to
focus relentlessly on customer experience excellence, resulting in strong
financial performance. We were delighted to achieve our 2.2x tenancy ratio
target one year ahead of plan, underlining the quality of our markets and our
operational capability.
In November 2025, we launched our next five-year strategy, IMPACT 2030. Our
world-class platform, which combines operational excellence and highly
disciplined capital allocation, will deliver capital efficient and high-return
organic growth, with sustained free cash flow generation and shareholder
return. We are hugely excited by this strategy, which is underpinned by
decades of growth ahead, and we are already delivering against it.
We look ahead to a strong year in 2026, which is seeing strong structural
demand trends, and guidance demonstrating meaningful progress towards our
IMPACT 2030 targets, with continued growth, cash flow generation and
shareholder distributions, which have already begun."
FY 2025 FY 2024 Change
Tenancies 31,944 29,406 +9%
Tenancy ratio 2.17x 2.05x +0.12x
Adjusted EBITDA (US$m)(1) 471.1 421.0 +12%
Operating profit (US$m) 286.0 242.3 +18%
Recurring free cash flow (US$m)(1) 207.5 147.9 +40%
Free cash flow (US$m)(1) 66.4 18.7 +249%
Cash generated from operations (US$m) 480.5 397.2 +21%
Return on invested capital (ROIC) (US$m)(1) 13.5% 12.9% +0.6ppt
Net leverage(1,2) 3.4x 4.0x -0.6x
1 Alternative Performance Measures are described in our defined terms and
conventions.
2 Calculated as per the Senior Notes definition of net debt divided by
annualised Adjusted EBITDA.
Financial highlights
Financial performance driven by tenancy growth, underpinned by a base of
contracted revenues that feature CPI and power price protections
· FY 2025 revenue and Adjusted EBITDA increased by 8% and 12%
respectively, driven by record tenancy growth, as all major mobile network
operators continue to expand coverage and meet exponentially growing data
demand across our markets
o FY 2025 Adjusted EBITDA margin(1) increased by 2ppt to 55%, driven by
margin-accretive tenancy ratio expansion
· FY 2025 operating profit increased by US$43.7m to US$286.0m,
driven by Adjusted EBITDA growth partially offset by higher depreciation
· FY 2025 profit after tax increased by US$12.4m to US$39.4m,
reflecting higher operating profit and US$54.9m lower finance costs, largely
offset by movements in deferred tax assets
o FY 2025 basic earnings per share increased to 3.7 cents (FY 2024: 3.2
cents).
· Business underpinned by future contracted revenues of US$5.3bn
(FY 2024: US$5.1bn), of which c.70% is from investment grade customers, with
an average remaining initial life of 6.6 years (FY 2024: 6.9 years).
Disciplined & flexible capital allocation
Capital allocation framework delivering high incremental returns and
shareholder distributions
· FY 2025 recurring free cash flow increased by 40% to US$207.5m,
driven by Adjusted EBITDA growth and favourable working capital movements
o FY 2025 free cash flow expanded by US$47.7m to US$66.4m due to Adjusted
EBITDA growth
o FY 2025 cash generated from operations increased by 21% to US$480.5m,
driven by Adjusted EBITDA growth and favourable working capital movements
· FY 2025 discretionary capital additions were US$138.3m, driven by
421 site additions, 2,117 colocation additions, power investments and upgrade
capital additions
o Sites and tenancies concluded at 14,746 and 31,944 respectively, with a
tenancy ratio of 2.17x (FY 2024: 2.05x)
· FY 2025 ROIC increased by 0.6ppt to 13.5%, driven by tenancy
ratio expansion
· Net leverage decreased by 0.6x year-on-year to 3.4x
o In February 2026, the Group's credit rating was upgraded by Moody's from
B1 to Ba3, reflecting consistently strong performance and updated financial
policy
o This follows an upgrade by S&P and Fitch from B+ to BB- in February
2025 and April 2025 respectively
· In October 2025, the Group successfully tendered US$120m of
principal convertible bonds below par, eliminating 41 million potentially
dilutive shares and, together with amendments to certain loan agreements in
July 2025, maintained a cost of debt of 7.1%
2026 outlook and guidance
· Adjusted EBITDA of US$510m-US$525m
· Recurring free cash flow(1) of US$210m-US$225m
· Capital allocation targets:
o Discretionary capex(2) of US$110m-US$140m, supporting 2,000-2,500 tenancy
additions, continued power efficiency investments and upgrade capital
additions
o Share buyback(3) of US$51m
o Dividend(4) of US$25m
1 FY 26 RFCF guidance assumes c.US$20m of net working
capital outflow.
2 Discretionary includes acquisitions, growth and upgrade
capex.
3 Reflects the remaining balance of the Board-approved
US$75m buyback authorisation after US$24m repurchased in 2025.
4 Reflects the FY 26 fiscal dividend, intended to be paid
1/3 in FY 26 and 2/3 in FY 27.
In-person
Helios Towers' management will host an in-person presentation for analysts and
institutional investors at 09:30 (GMT) at Deutsche Numis, 21 Moorfields,
London EC2Y 9DB.
Webcast
A live webcast can be accessed using the link below:
Registration Link - Helios Towers - FY 2025 Results
(https://stream.brrmedia.co.uk/broadcast/696db4a09a045d0013d7bd9a)
If you are unable to use the webcast for the event, or if you intend to
participate in Q&A during the call, please dial in using the details
below:
Europe & International +44 (0) 33 0551 0200
South Africa (local) 0 800 980 512
USA (local) +1 786 697 3501
Password: Helio Towers - FY Results
Upcoming Conferences and Events
· Berenberg UK Corporate Conference (Watford) - 18 March 2026
· New Street 2026 Conference (London) - 24 March 2026
· Jefferies Pan-European Mid-Cap Conference (London) - 25 March 2026
For further information go to:
www.heliostowers.com (http://www.heliostowers.com)
Investor Relations
Chris Baker-Sams - Head of Strategic Finance and Investor Relations
+44 (0)782 511 2288
investorrelations@heliostowers.com (mailto:investorrelations@heliostowers.com)
Media relations
Andy Rivett-Carnac
Headland
+44 (0)796 899 7365
HeliosTowers@headlandconsultancy.com
(mailto:HeliosTowers@headlandconsultancy.com)
Joe Hughes
Headland
+44 (0)731 137 0016
HeliosTowers@headlandconsultancy.com
(mailto:HeliosTowers@headlandconsultancy.com)
About Helios Towers
· Helios Towers is a leading independent mobile tower company
connecting people and powering growth across Africa and the Middle East. We
deliver world-class operations at nearly 15,000 mobile tower sites across nine
countries in Africa and the Middle East - the fastest growing region globally
for mobile services - providing mission critical infrastructure and power
services to leading mobile network operators (MNOs).
· Our pioneering approach enables colocation - the sharing of
telecom tower sites - by hosting multiple MNOs on individual sites, creating
benefits in the performance quality, the environmental impact, and the cost of
rolling out and running mobile networks in our markets.
· Helios Towers' business excellence methodology focuses on
delivering world-class performance for its customers - centred around the
development and upskilling of its people. We foster a culture of learning and
continuous improvement to deliver global standards in processes and
innovation, which makes us the partner of choice for all the region's leading
MNOs.
· As one of the largest and fastest-growing FTSE-listed companies
focused on operating in Africa and the Middle East, Helios Towers' disciplined
approach to capital allocation, long-term partnerships with leading MNOs and
its operational capabilities deliver resilient performance that is reshaping
digital connectivity in the region and catalysing investment that is essential
to unlocking its human and economic potential.
Alternative Performance Measures
The Group has presented a number of Alternative Performance Measures (APMs),
which are used in addition to IFRS statutory performance measures. The Group
believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful
information on the performance of the business. These APMs are consistent with
how the business performance is planned and reported within the internal
management reporting to the Board. Profit before tax, gross profit,
non-current and current loans and long-term and short-term lease liabilities
are the equivalent statutory measures (see 'Certain defined terms and
conventions'). For more information on the Group's Alternative Performance
Measures, see the Group's Annual report for the year ended 31 December 2025,
publishedon the Group's website. Reconciliations of APMs to the equivalent
statutory measure are included in the Group's Half-Year and Annual financial
reports.
Chair's statement
"Africa and the Middle East have the lowest mobile penetration and highest
population growth globally, which is accelerating the need for more resilient
and reliable digital infrastructure.
Through the dedication of our talented local teams and the strength of our
leadership, we continued to meet this strong demand for mobile infrastructure
across our markets. In fact, we achieved our five-year tenancy ratio target
one year early. Our strong delivery means that over 158 million people now
receive reliable mobile network coverage and that all of our stakeholders are
experiencing the value we are creating through our infrastructure sharing
model."
Sir Samuel Jonah KBE, OSG
Chair
From foundation to IMPACT 2030
In my native country of Ghana, we celebrated an important milestone for our
company - 15 years since we became the first independent mobile tower company
to operate on the continent
It was a moment of reflection and pride. Through our infrastructure-sharing
model, we supported mobile penetration in Ghana to increase from 35% in 2010
to 59% today. By enabling faster rollout, lower costs and more reliable power
performance, we support mobile operators - and in turn, communities and
businesses benefit from the transformative power of connectivity.
Our ability to deliver this impact rests on our people, who continue to
demonstrate exceptional drive and commitment to our mission. Through their
collective efforts, combined with our uniquely positioned tower platform, we
delivered our 2.2x by 2026 strategy one year ahead of plan. This was our
second strategic cycle delivered ahead of expectations, despite the global
volatility we have all experienced over the past six years.
As Chair over that period, I have seen our platform go from strength to
strength; through doubling in size, increased resilience and elevated
operational capability. It is now primed for the next stage of value creation
through IMPACT 2030. This is the moment we have been working towards: The
convergence of industry-leading growth, expanding ROIC, and increasing
shareholder distributions.
I am truly excited for this next stage of growth and I know our colleagues,
who are also shareholders, are too, with more than half of them joining us for
our Capital Markets Day.
Tackling the digital divide
There has never been a more exciting time for mobile development across our
markets. While mobile penetration is only 50% today, similar to the US in the
mid-2000s, forecasts point to accelerating penetration over the coming years.
Combined with huge population growth, ever cheaper smartphones and forecast 5G
adoption we anticipate strong mobile infrastructure demand to continue for
decades.
As we expand our tower footprint, we see firsthand how reliable internet
access transforms communities across Africa. Connectivity opens the door to
essential services - linking students to digital learning, supporting small
businesses as they reach new customers, enabling mobile banking in remote
areas and improving access to healthcare. Every new site we roll out brings
greater opportunity, inclusion and resilience, ensuring more people can
participate fully in the digital economy and shape their own futures.
Climate action
Across our markets, grid availability averages just 18 hours per day, which
makes alternative technologies such as solar, batteries and, where necessary,
generators essential to delivering reliable mobile connectivity.
By carefully managing our power solutions and maintaining a strong focus on
operational excellence, we delivered record 99.99% power uptime despite the
inherent challenges across our markets. This helped ensure people and
communities could rely on their mobile connections every day.
At the same time, reducing our reliance on diesel generators remains a major
priority. We are shifting towards cleaner energy solutions, strengthening grid
connections in partnership with local utility companies and deploying
alternative technologies wherever possible. This provides both an
environmental and financial benefit to the business.
To accelerate this transition, in 2025 we invested US$11 million in
initiatives including grid integration, solar power, advanced battery
solutions and remote monitoring systems to minimise our environmental
footprint. Since 2022, we have invested US$44 million through Project 100 and
remain on track to invest a total of US$100 million by the end of this decade.
As a result, by the end of 2025 we had reduced our scope 1 and 2 carbon
emissions per tenant by 10%, as compared to our baseline year. While our fuel
reduction investments had been largely offset by accelerated rural rollout,
notably in fuel intensive DRC, our tenancy ratio expansion combined with
continued power investments supported a material reduction in 2025.
Local, diverse, talented teams
Our ability to deliver world-class performance in complex environments is
powered by the talent, resilience and commitment of our teams. We have always
believed that the best organisations are built locally and grown from within.
At the end of 2025, 94% of our colleagues were local, who understand our
markets, our customers and our communities better than anyone else.
We are also proud that 79% of our leadership team have been promoted from
within - which not only correlates highly with strong performance, it also
provides inspiration for the next generation of talent growing in our markets.
Alongside hiring locally and promoting from within, a key facet of our people
strategy is talent development.
This year we continued to expand Lean Six Sigma across the organisation,
equipping teams with the tools and confidence to problem-solve, innovate and
deliver consistently high performance. Our digital capability also continued
to grow, with more than 20% of our colleagues taking part in coding camps and
data-driven programs.
We remain committed to building a more diverse business. While our industry is
traditionally male-dominated, particularly in the markets where we operate, we
continue to make progress towards our target of 30% female representation by
2026, reaching 29% in 2025. This is supported by leadership development,
structured mentoring and partnerships that are shaping our next generation of
leaders.
Our local, talented and diverse teams are united behind a clear strategy and
purpose. This is further driven by our HT SharingPlan, which makes every
employee a shareholder and allows our success to be truly shared.
We are one team, one business, and our people remain the engine behind our
success.
Responsible governance
Strong governance is the foundation of our business and our Board brings
together a rich expertise of telecommunications, power, finance and emerging
markets. This year I have particularly enjoyed supporting our leadership and
talented local teams to develop our IMPACT 2030 strategy.
The Board is confident that our strategy and actions meet the requirements of
Section 172(1). Further detail can be found throughout the Annual Report,
particularly on pages 81-83.
We recognise the importance of a diverse board. We continue to exceed the FCA
Listing Rules and Parker Review targets on ethnic diversity, remaining
compliant with the FTSE Women Leaders Review recommendation and the FCA
requirement for 40% female Board representation and at least one woman in a
senior role.
Alongside the governance provided by the Board, our systems and processes have
also been developed through our continued partnership with top tier DFI
investors such as British International Investment, DEG, EAIF and the IFC.
Outlook
Looking ahead, I am thoroughly excited about the future of our business. As
Africa and the Middle East lead global population growth throughout this
century, and as the demand for digital infrastructure intensifies, Helios
Towers is well positioned to support this transformation and to help unlock
the region's next chapter of development.
Our new strategic plan, IMPACT 2030, reflects a combination of
industry-leading growth, ROIC expansion, and shareholder distributions. We are
genuinely excited about what we can achieve over the next five years and the
impact this will have on the markets and communities we serve.
On behalf of the Board, I extend my sincere thanks to all our stakeholders for
their ongoing trust, support and partnership as we begin this exciting new
chapter
Sir Samuel Jonah KBE, OSG
Chair
Group CEO's statement
"In 2025 we once again exceeded market expectations, powered by our
world-class platform. We achieved our 2.2x tenancy ratio target over one year
ahead of plan, while continuing to elevate the customer experience through
business excellence. As we look to the year ahead, we enter a new strategic
cycle with a well-invested platform, proven operational capabilities and
structural growth tailwinds that support sustained value through 2030 and
beyond."
Tom Greenwood
Group CEO
IMPACT 2030
2025 was not only our 10th consecutive year of unbroken Adj. EBITDA growth,
rising from US$54m in 2015 to US$471m, it was also a pivotal year for the
business in several other important ways. As I enter my 17th year with the
Company, I have never been more excited about the opportunities ahead for
Helios Towers.
Firstly, 2025 marked the launch of our new five-year strategy - IMPACT 2030 -
under which Helios Towers will continue to deliver a global-quality customer
experience, invest in high-return growth opportunities, and initiate a new
phase of shareholder returns for the first time through our inaugural share
buyback and dividend programs.
Secondly, we achieved '2.2x by 2026' - our previous strategy's headline
objective of reaching an average of 2.2 tenants per site - more than one year
ahead of schedule. This was a significant achievement for our exceptional
teams and demonstrates that our relentless focus on customer experience
excellence is building the trust and confidence that enables accelerated
rollout, reinforcing Helios Towers as the tower partner of choice in our
markets.
Thirdly, our portfolio now provides the daily connectivity needs of 158
million people, 24/7, through nearly 15,000 sites across nine markets. This
represents both a significant responsibility and a powerful opportunity. As we
expand our portfolio organically through IMPACT 2030, we targeting covering
close to 200 million through our tower footprint.
Most encouraging of all, our growth runway extends well beyond this five-year
plan. The structural drivers across our region - population growth, rising
mobile penetration and increasing data consumption - remain firmly in place
and these megatrends are set to continue for decades.
Customer Experience Excellence
The CEO of a major customer recently told me: "Your uptime and rollout speed
are market leading. Now we want a closer partnership." That was a valuable
challenge, and I understood what they meant. We have been successful executing
tangible elements of delivery, but how do we enhance our partnership to
enhance their experience with us as we collectively drive mobile growth across
our markets?
This prompted a small but important refinement to our first strategic pillar.
Under '2.2x by 2026' it was Customer Service Excellence; under IMPACT 2030 it
is Customer Experience Excellence. While this continues to prioritise critical
service metrics - power uptime and rollout speed - it also broadens our focus
to the full end-toend customer journey when working with Helios Towers.
This refinement means we now consistently ask ourselves:
· How can we make doing business with Helios Towers the easiest in
the market?
· What currently frustrates customers, and how can we address it?
· How can we make partnering with Helios Towers a competitive
advantage for them?
· What proactive steps can we take to anticipate opportunities and
resolve issues early?
This focus is measurable and already delivering tangible impact. In 2025, we
added a record 2,538 new tenancies through closer collaboration with our
customers. Power downtime per tower per week reached a record low of just 1
minute and 10 seconds, improving consistently from over four minutes in 2022.
We achieved record rollout speeds, delivering colocations in two days and
build-to-suit sites in 102 days. Through our proprietary Geographic
Information System (GIS), network development insight continues to strengthen,
and we are now adding a second tenant to build-to-suit sites after an average
of 2.5 years, compared to five years in 2020.
These operational improvements are directly translating into financial
momentum, with double-digit Adj. EBITDA and free cash flow growth now
underpinning the dividend and buyback program announced under IMPACT 2030.
As we move through the next cycle, one thing is certain: we will continue to
focus relentlessly on customer experience excellence and pursue continuous
improvement every day, at every site, in every market.
People and digital excellence
Helios Towers is an asset-rich business, but its greatest asset is its people.
In an increasingly digital age, that statement is even more relevant.
Our ethos is clear: we invest in our people by providing the training,
development, tools and opportunities they need to excel and progress.
Delivering worldclass customer experience depends on world-class people
working together in world-class teams. We therefore set high performance
expectations, supported by a culture of learning, curiosity, innovation and
agility. With the right support framework, we actively encourage transparency
and learning from mistakes - because that is the fastest route to improvement.
To enable our people to focus on value enhancing work and maximise the
fulfilment of working at Helios Towers, we have embedded 'Digital by Design'
within IMPACT 2030. This is a transformative initiative to integrate AI and
digital solutions across approximately 60 identified areas - from site
operations to back-office processes and everything in between.
Each opportunity has been assessed against three criteria: financial
improvement, customer experience enhancement, and health & safety
advancement. Together, these initiatives will deliver sustained marginal
gains, strengthening agility, efficiency and performance throughout this
strategic phase.
Our investment in people and digital capability is already delivering tangible
results. Today, 94% of our local workforce is local to the markets in which we
operate. Lean Six Sigma certification - our foundational business excellence
program - now covers 63% of our global workforce, up from 58% a year ago. More
than 20% of colleagues participated in coding camps and hackathons in 2025,
each developing AI-enabled applications to solve everyday business
inefficiencies. In parallel, our teams completed 71 business excellence
projects during the year, generating US$11 million in savings.
And we are not stopping there. As we progress through IMPACT 2030, we will
extend capability-building to our maintenance, build and security partners
through our Partner Engagement Programme, including Lean Six Sigma training,
governance of business excellence projects and digital collaboration. Through
this, we are targeting further improvements in site performance, efficiency
and productivity.
Disciplined capital allocation
The business has reached what we call the cash compounding 'sweet spot'. We
have achieved sufficient scale to fund all high-return organic growth
opportunities while also generating surplus cash flow for sustainable
shareholder returns.
This milestone reflects the successful execution of '2.2x by 2026':
integrating acquired portfolios that doubled our platform, increasing tenancy
ratio from 1.8x to 2.2x, and inflecting free cash flow from consumptive to
generative - all of which laid the foundation for IMPACT 2030.
In November 2025, at the launch of IMPACT 2030, we announced our inaugural
shareholder return program as part of a clear capital allocation framework.
Over 2026-30, we are targeting over >US$1.3 billion of recurring free cash
flow. We will deploy over US$0.5 billion into high-returning organic growth to
drive at least 9% average annual Adj. EBITDA growth, return over US$0.4
billion to shareholders, and retain the remaining c. US$0.4 billion of capital
flexibility for the most value-accretive opportunities across the cycle.
Supported by strong structural growth - population, mobile penetration and
data consumption - demand for our infrastructure is set to continue for
decades, providing long-term compounding cash flows for investors.
Our 2025 performance sets a strong foundation for the next cycle: revenue
increased 8%, Adj. EBITDA rose 12%, recurring free cash flow grew 40%, and
free cash flow more than tripled to US$66 million in 2025. Operating profit
increased 18% whilst cash from operations rose 22%. ROIC improved from 13% in
2024 to 14% in 2025, up from 10% in 2022, further widening the spread over our
cost of capital and strengthening long-term value creation. We are targeting a
15-20% ROIC range by 2030.
Outlook
I look to 2026 and the full five-year cycle of IMPACT 2030 with great
confidence and excitement. We enter this new strategic phase with strong
operational momentum and financial performance. Our capital allocation
framework clearly sets out how we will continue investing in high-returning
organic growth while returning at least US$400 million to shareholders. At the
same time, our people continue to innovate and strive for excellence across
every market and every site.
I remain deeply grateful for the commitment and expertise of our colleagues.
With the continued support of our customers, partners and investors, Helios
Towers is uniquely positioned to connect people, drive growth and deliver
compounding value - today and for decades to come.
Tom Greenwood
Group CEO
Group CFO's statement
"2025 was another year of strong metronomic financial delivery, improved
returns, and enhanced balance sheet strength. We achieved our 2.2x tenancy
ratio target a full year ahead of plan, expanded Adjusted EBITDA to US$471
million, achieving 10 consecutive years of growth, more than tripled free cash
flow and reduced net leverage to 3.4x.
These achievements underpin the next stage of our journey as we start IMPACT
2030 with momentum. We are well positioned to capitalise on the phenomenal
mobile market growth through our best-in-class operational capabilities and
our well-invested, colo-ready and financially robust platform."
Manjit Dhillon
Group CFO
Robust business model
In 2025, we extended our track record of consistent delivery, achieving our
10th consecutive year of Adjusted EBITDA growth, despite global pandemics, oil
price shocks, rising inflation, rising interest rates and increasing global
volatility.
This sustained performance reflects the strength of our business model, which
is designed to capture the phenomenal growth drivers in a robust and resilient
manner. This is achieved through a combination of predictable hard-currency
earnings, long-term customer partnerships and a disciplined, sustainable
pricing strategy. Together, these elements ensure that our financial growth is
driven primarily by tenancy expansion and operational excellence, rather than
external macroeconomic factors.
Hard-currency earnings: One of the key strengths of the business is our
hard-currency earnings. In 2025, 71% of Adjusted EBITDA was generated in
hard-currency, supported by our diversified presence across nine markets. Four
of our markets are innately hard-currency, being dollarised or pegged to the
US Dollar or Euro, while several of our remaining markets have revenue streams
directly linked to hard-currency price structures.
Our contracts also include CPI and power price escalators, providing
structural protection against inflation and power price movements. As a
result, our Adjusted EBITDA growth continues to be almost entirely driven by
tenancy additions and efficiency gains, with limited sensitivity to FX or
energy price volatility. This dynamic was evident again in 2025: despite
fluctuations in local currencies, inflation and fuel prices across our
markets, Adjusted EBITDA increased to US$471 million, up 12% year-on-year.
Long-term, high-quality contracts: Our customer contracts provide exceptional
visibility and security. With initial terms of 10-15 years, minimal
cancellation rights and automatic renewal provisions, our business benefits
from stable, long-duration revenue streams.
At the end of 2025, we had US$5.3 billion of contracted future revenue, with
an average remaining term of 6.6 years, all without assuming any new business.
This contracted foundation gives us confidence in our future earnings and
provides a strong platform for incremental growth as we continue to roll out
new sites and add tenants across our portfolio.
Diversified blue-chip customer base: Our customer mix remains well balanced
and resilient. In 2025, almost 100% of our revenue was from multinational MNOs
and 70% was from investment grade customers, with no single customer
accounting for more than 28% of Group revenue. Our largest customers
experienced strong revenue growth over the year, reflecting continued
investment and network expansion across our markets.
Our pricing strategy is designed to support long-term partnerships. By
offering a cost-efficient solution that is typically around 30% lower than an
MNO's total cost of ownership, we provide customers with compelling financial
value while securing high-quality, recurring revenue streams for the Group.
Customer mix: 98% of our revenue is from blue-chip MNOs, with no single
customer accounting for more than 26% of our revenue. Furthermore, we
continued to ensure that our relationships with our customers are sustainable,
as we offer competitive lease rates that are about 30% lower than the MNOs'
overall cost of ownership.
A stable foundation for long-term growth: These core dynamics, diversified
markets, hard-currency exposure, long-term contracts and strong blue-chip
partnerships, continue to provide stability in our earnings. With consistent
operational delivery, robust customer demand, and a proven model that links
tenancy additions to Adjusted EBITDA growth, we are well positioned to
continue capturing the significant, long-term opportunity across Africa and
the Middle East.
Record tenancy additions
In 2025, our financial performance demonstrated the strength of our business
model and the consistency of our execution. We delivered a record 2,538
tenancy additions and 421 new sites, driving our tenancy ratio to 2.2x,
meeting our five-year target a year early.
As outlined earlier, our robust business model delivers a strong correlation
between tenancy additions and Adjusted EBITDA growth, which was reflected in
our 2025 performance. Adjusted EBITDA expanded to US$471 million, +12%
year-on-year, driven almost exclusively by tenancy growth. We were delighted
that for the third-year running, our tenancy and Adjusted EBITDA tightened
upwards throughout the year and continue to exceed expectations. Operating
profit also increased 18% year-on-year to US$286 million.
Alongside growth, we continued to increase returns through tenancy ratio
expansion, with ROIC enhanced by 1ppt to 14% in 2025.
Cashflow performance
As our platform is well-invested and setup for decades of growth ahead, we
have pursued a tenancy ratio expansion strategy over the past few years. This
strategy delivers high flow-through from Adjusted EBITDA to free cash flow, as
our maintenance, ground leases and interest costs are largely fixed. In fact,
in 2025 our Adjusted EBITDA grew US$50 million year-on-year and this supported
US$47 million free cash flow expansion year-on-year to US$66 million, tripling
from 2024. We target continued high flow-through in our IMPACT 2030 strategy
ahead.
Recurring free cash flow, which measures the cash generated for management to
deploy on discretionary capex, investor distributions or acquisitions grew by
40% year-on-year to reach US$208 million.
Discretionary capex remained aligned with our capital-efficient strategy. In
2025, we deployed US$138 million of discretionary investment, with growth
capex - principally colocations, power upgrades and selective BTS rollout -
totalling US$110 million.
Statutory cash generated from operations increased to US$481 million, up 21%
year-on-year, driven by Adjusted EBITDA growth and improved working capital.
Similarly, profit after tax increased to US$39 million from US$27 million.
These results demonstrate the underlying resilience of our business model and
our ability to translate revenue and Adjusted EBITDA growth into sustainable
profitability and cash generation.
Balance sheet
We were delighted to make further improvements to our balance sheet through
the year. We further reduced net leverage in the year, decreasing from 4.0x to
3.4x, and sitting within our medium-term target range of 2.5x to 3.5x. We also
reduced our cost of debt, ending the year at 7.1% with four years average
remaining life. This was delivered while also reducing potential equity
dilution through a successful US$120 million tender of our convertible bonds
below par, removing 41 million potentially dilutive shares.
Finally, we were also pleased to see our continued financial discipline
reflected in credit rating upgrades by S&P and Fitch from B+ to BB-
in February 2025 and April 2025 respectively. In February 2026, we were also
delighted that Moody's upgraded our rating to Ba3 from B1, reflecting the
strong performance and tightened financial policy.
IMPACT 2030
The management team and I thoroughly enjoyed our Capital Markets Day in
November 2025. The event was extremely well-attended, through a combination of
new and existing investors, all recognising the strong opportunity that lies
ahead for the business over the next five years. Our strategy is targeted to
deliver the combination of industry-leading growth, returns expansion and
shareholder distributions.
To capture the growth, we expect to invest over US$500 million in
high-returning capex. We expect this to drive an Adjusted EBITDA CAGR over 9%
and ROIC expanding to between 15-20%. At the same time, we target returning at
least US$400 million to shareholders.
Through this plan, we retain further optionality to accelerate growth
and enhance returns through the cycle, as over US$1.3 billion recurring free
cash flow is expected (with US$900 million committed, as above), while further
reducing our net leverage from our current position.
After many years building a high quality platform, that is well-invested,
lease-up ready and has the operational expertise, we now enter a period that
is set to deliver high incremental returns and drive significant value for our
stakeholders over the next five years.
Outlook
As we look ahead to 2026 specifically, we do so with strong operational
momentum, disciplined financial foundations, and a clear line of sight to
further improvements in profitability, free cash flow and returns. As we
outlined at our Capital Markets Day, Helios Towers is now entering a
particularly compelling phase of its journey, a period where we are positioned
to deliver both sustained growth and meaningful value creation.
This 'sweet spot' as we call it, is not a short-lived window, but a multi-year
opportunity supported by consistent tenancy expansion, strong operational
leverage and a proven, cash-generative business model. With our inflection in
free cash flow and continued balance sheet strengthening, we are pleased to
begin returning capital to shareholders, with more than US$400 million
earmarked for distributions over the next five years under our IMPACT 2030
strategy.
I am extremely excited about the opportunities ahead for our business, and
I am confident that the foundations we have built will allow us to create
long-term value for all our stakeholders.
Manjit Dhillon
Group CFO
Alternative Performance Measures
The Group has presented a number of Alternative Performance Measures (APMs),
which are used in addition to IFRS statutory performance measures.
The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information on the performance of the business. These APMs
are consistent with how the business performance is planned and reported
within the internal management reporting to the Board. Some of these measures
are also used for the purpose of setting remuneration targets. These APMs may
not be comparable to similarly titled measures disclosed by other companies.
APMs may be revised periodically to ensure alignment with the measures used by
management to monitor the Group's performance. During 2025, adjusted gross
margin and adjusted gross profit were removed as APMs as management no longer
uses these measures to assess financial performance. Recurring levered free
cash flow has been renamed as recurring free cash flow.
Adjusted EBITDA and Adjusted EBITDA margin
Definition
Management defines Adjusted EBITDA as profit before tax for the year, adjusted
for finance costs, other gains and losses, finance income, gain/loss on
disposal of property, plant and equipment, amortisation of intangible assets,
depreciation of property, plant and equipment, depreciation of right-of-use
assets, deal costs not capitalised, share-based payments and long-term
incentive plan charges, and other adjusting items. Other adjusting items are
material items that are considered one-off by management by virtue of their
size and/or incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.
Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to
company by eliminating potential differences caused by variations in capital
structures (affecting interest and finance charges), tax positions (such as
the impact of changes in effective tax rates or net operating losses) and the
age and booked depreciation of assets. The Group excludes certain items from
Adjusted EBITDA, such as gain/loss on disposal of property, plant and
equipment and other adjusting items because it believes they facilitate a
better understanding of the Group's trading performance.
Reconciliation between APM and IFRS 2025 2024
US$m
US$m
Profit before tax 136.0 44.2
Adjusting items:
Deal costs1 3.4 1.4
Share-based payments and long-term incentive plan charges2 7.1 4.7
Other3 3.5 1.2
(Gain)/loss on disposal of property, plant and equipment (1.2) 5.2
Other gains and (losses) (11.9) (17.1)
Depreciation of property, plant and equipment 114.7 113.3
Amortisation of intangible assets 32.1 27.0
Depreciation of right-of-use assets 25.5 25.9
Finance income (1.8) (3.4)
Finance costs 163.7 218.6
Adjusted EBITDA 471.1 421.0
Revenue 854.1 792.0
Adjusted EBITDA margin 55% 53%
1 Deal costs comprise costs related to potential acquisitions and the
exploration of investment opportunities, which cannot be capitalised. These
comprise employee costs, professional fees, travel costs and set-up costs
incurred prior to the commencement of operating activities.
2 Includes associated costs.
3 Other includes severance and exceptional costs.
Portfolio free cash flow, recurring free cash flow and free cash flow
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and
corporate capital additions, payments of lease liabilities (including interest
and principal repayments of lease liabilities), and tax paid.
Recurring free cash flow is defined as portfolio free cash flow less net
payment of interest and net change in working capital.
Free cash flow is defined as recurring free cash flow less discretionary
capital additions, and cash paid for exceptional and EBITDA adjusting items.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the
business operations after expenditure incurred on maintaining capital assets,
including lease liabilities, and taxes. It is a measure of the cash generation
of the tower estate.
Recurring free cash flow is a measure of the Group's cash flow generation
available for (i) discretionary capital expenditure, and other exceptional
items, and (ii) capital providers and investor distributions. It is also
presented on a per share basis to reflect changes in the Group's share capital
over time, including the effects of share buybacks and equity issuances.
Free cash flow is a measure of the cash generation available for capital
providers and investor distributions.
Reconciliation between IFRS and APM 2025 2024
US$m
US$m
Cash generated from operations 480.5 397.2
Adjustments applied:
Movement in working capital (16.3) 22.4
Deal costs and other exceptional items1 6.9 1.4
Adjusted EBITDA 471.1 421.0
Less: Maintenance and corporate capital additions (41.2) (41.7)
Less: Payments of lease liabilities2 (46.2) (47.7)
Less: Tax paid (45.5) (33.2)
Portfolio free cash flow 338.2 298.4
Less: Net payment of interest3 (134.8) (136.4)
Less: Net change in working capital 4.1 (14.1)
Recurring free cash flow 207.5 147.9
Discretionary capital additions (138.3) (126.7)
Cash paid for exceptional items (2.8) (2.5)
Free cash flow 66.4 18.7
1 Deal costs comprise costs related to potential acquisitions and the
exploration of investment opportunities, which cannot be capitalised. These
comprise employee costs, professional fees, travel costs and set-up costs
incurred prior to the commencement of operating activities.
2 Payment of lease liabilities comprises interest and principal repayments
of lease liabilities.
3 Net payment of interest corresponds to the net of 'Interest paid'
(including withholding tax) and 'Finance income' in the Consolidated
Statement of Cash Flows, excluding interest payments on lease liabilities.
The Directors believe that Adjusted EBITDA, recurring free cash flow and free
cash flow are useful measures to better understand the performance of the
business and constitute 80% of the annual bonus performance metrics.
Cumulative recurring free cash flow per share is being introduced as a
performance metric for the 2026 Long-Term Incentive Plan. Recurring free cash
flow per share is equal to recurring free cash flow for the financial year
divided by the weighted average number of basic ordinary shares outstanding
during the year.
To calculate diluted recurring free cash flow per share, the weighted average
number of ordinary shares in issue is adjusted to assume conversion of all
dilutive potential shares. Share options granted to employees where the
exercise price is less than the average market price of the Company's ordinary
shares during the year are considered to be dilutive potential shares. Where
share options are exercisable based on performance criteria and those
performance criteria have been met during the year, these options are included
in the calculation of dilutive potential shares.
Recurring free cash flow per share is based on:
2025 2024
US$m
US$m
Recurring free cash flow 207.5 147.9
2025 2024
Number
Number
Weighted average number of ordinary shares used
to calculate basic earnings per share 1,050,728,537 1,050,040,649
Weighted average number of dilutive potential shares 129,413,527 129,993,727
Weighted average number of ordinary shares used
to calculate diluted earnings per share 1,180,142,064 1,180,034,376
2025 2024
cents
cents
Recurring free cash flow per share
Basic 19.7 14.1
Diluted 17.6 12.5
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current and current loans, and long-term and
short-term lease liabilities.
Net debt is calculated as gross debt less cash and cash equivalents.
Net leverage is calculated as net debt divided by annualised Adjusted EBITDA1.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group's net indebtedness that provides an
indicator of overall balance sheet strength. It is also a single measure that
can be used to assess the Group's cash position relative to its indebtedness.
The use of the term 'net debt' does not necessarily mean that the cash
included in the net debt calculation is available to settle the liabilities
included in this measure.
Net leverage is a metric used to assess a company's ability to manage its
existing debt, as well as its borrowing capacity.
Reconciliation between IFRS and APM 2025 2024
US$m
US$m
External debt2 1,705.5 1,672.8
Lease liabilities 235.1 223.7
Gross debt 1,940.6 1,896.5
Less: cash and cash equivalents (217.3) (161.0)
Net debt 1,723.3 1,735.5
Annualised Adjusted EBITDA1 502.1 436.4
Net leverage3 3.4x 4.0x
1 Annualised Adjusted EBITDA is calculated as per the Senior Notes
definition as the most recent fiscal quarter multiplied by 4. This is not a
forecast of future results.
2 External debt is presented in line with the balance sheet at amortised
cost. External debt is the total loans owed to commercial banks and
institutional investors, excluding loans due to minority interest holders.
3 Net leverage is calculated as net debt divided by annualised Adjusted
EBITDA.
Return on invested capital
Definition
Return on invested capital (ROIC) is defined as portfolio free cash flow
divided by invested capital.
Invested capital is defined as gross property, plant and equipment and gross
intangible assets, less accumulated maintenance and corporate capital
expenditure, adjusted for IFRS 3 and IAS 29 accounting adjustments, and
deferred consideration for future sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the
Group's capital allocation.
Reconciliation between IFRS and APM 2025 2024
US$m
US$m
Property, plant and equipment 1,104.9 981.0
Accumulated depreciation 1,600.7 1,236.5
Accumulated maintenance and corporate capital expenditure (343.2) (302.0)
Intangible assets 528.1 531.4
Accumulated amortisation 147.5 106.7
Accounting adjustments and deferred consideration for future sites (541.7) (240.4)
Total invested capital 2,496.3 2,313.2
Portfolio free cash flow 338.2 298.4
Return on invested capital 13.5% 12.9%
Detailed financial review
Segmental key performance indicators
Sites and tenancies increased to 14,746 (+2.9%) and 31,944 (+8.6%)
respectively in the year ended 31 December 2025, with all regions experiencing
growth in both sites and tenancies. Adjusted EBITDA for the year grew by 11.9%
to US$471.1 million, while Adjusted EBITDA margin increased by 2ppt to 55%.
Adjusted EBITDA and Adjusted EBITDA margin expansion was driven by tenancy
additions, which were predominantly margin-accretive colocations.
Year ended 31 December
Group Middle East & North Africa2 East & West Africa3 Central & Southern Africa4
$ values are presented as US$m 2025 2024 2025 2024 2025 2024 2025 2024
Sites at year end 14,746 14,325 2,648 2,549 6,597 6,506 5,501 5,270
Tenancies at year end 31,944 29,406 4,529 4,188 14,688 13,655 12,727 11,563
Tenancy ratio at year end 2.17x 2.05x 1.71x 1.64x 2.23x 2.10x 2.31x 2.19x
Revenue for the year∆ $854.1 $792.0 $74.5 $68.6 $348.2 $325.5 $431.4 $397.9
Adjusted EBITDA∆ for the year1 $471.1 $421.0 $55.0 $49.3 $236.1 $210.4 $223.9 $199.3
Adjusted EBITDA margin∆ for the year 55% 53% 74% 72% 68% 65% 52% 50%
1 Group Adjusted EBITDA for the year includes corporate costs of US$43.9
million (2024: US$38.0 million).
2 Middle East & North Africa segment reflects the Company's operations in
Oman.
3 East & West Africa segment reflects the Company's operations in
Tanzania, Senegal and Malawi.
4 Central & Southern Africa segment reflects the Company's operations in
DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
∆ Alternative performance measures are defined in the 2025 Annual
Report on pages 57-59.
Total tenancies as at 31 December
Total colocations increased by 14.0% to 17,198 in the year ended 31 December
2025. Total sites increased by 2.9% to 14,746. As a result, tenancy ratio
increased by 0.12x to 2.17x.
Year ended 31 December
Group Tanzania DRC Congo Brazzaville Ghana
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Standard colocations 12,976 12,152 5,574 5,192 3,785 3,472 195 194 987 960
Amendment colocations 4,222 2,929 1,335 1,077 917 595 188 69 535 441
Total colocations 17,198 15,081 6,909 6,269 4,702 4,067 383 263 1,522 1,401
Total sites 14,746 14,325 4,255 4,226 2,781 2,653 553 550 1,100 1,097
Total tenancies 31,944 29,406 11,164 10,495 7,483 6,720 936 813 2,622 2,498
Tenancy ratio at year end 2.17x 2.05x 2.62x 2.48x 2.69x 2.53x 1.69x 1.48x 2.38x 2.28x
Year ended 31 December
South Africa Senegal Madagascar Malawi Oman
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Standard colocations 276 249 159 128 160 159 612 571 1,228 1,227
Amendment colocations 125 118 106 47 58 36 305 134 653 412
Total colocations 401 367 265 175 218 195 917 705 1,881 1,639
Total sites 388 383 1,477 1,459 679 587 865 821 2,648 2,549
Total tenancies 789 750 1,742 1,634 897 782 1,782 1,526 4,529 4,188
Tenancy ratio at year end 2.03x 1.96x 1.18x 1.12x 1.32x 1.33x 2.06x 1.86x 1.71x 1.64x
Consolidated income statement
For the year ended 31 December
Note 2025 2024
US$m
US$m
Revenue 3 854.1 792.0
Cost of Sales (414.2) (408.9)
Gross profit 439.9 383.1
Administrative expenses (155.1) (135.6)
Gain/(loss) on disposal of property, plant and equipment 1.2 (5.2)
Operating profit 5a 286.0 242.3
Finance income 8 1.8 3.4
Other gains and (losses) 24 11.9 17.1
Finance costs 9 (163.7) (218.6)
Profit before tax 136.0 44.2
Tax expense 10 (96.6) (17.2)
Profit after tax for the year 39.4 27.0
Profit/(loss) attributable to:
Owners of the Company 39.2 33.5
Non-controlling interests 0.2 (6.5)
Profit after tax for the year 39.4 27.0
Earnings per share:
Basic earnings per share (cents) 29 3.7 3.2
Diluted earnings per share (cents) 29 3.3 2.8
Revenue
Revenue increased by 7.8% to US$854.1 million in the year ended 31 December
2025 from US$792.0 million in the year ended 31 December 2024. The increase
in revenue was driven by organic tenancy growth across the Group and
contractual CPI escalators.
Cost of sales
Cost of sales increased by 1.3% to US$414.2 million in the year ended 31
December 2025 from US$408.9 million in the year ended 31 December 2024, due
primarily to depreciation through the impact of hyperinflation and capital
additions.
The Group has both annual CPI and quarterly or annual power price escalators
embedded into its customers' contracts, which provides effective protection
from inflation and power price movements on the Group's power and non-power
costs.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2025 2025 2024 2024
Power 185.5 21.7% 186.4 23.5%
Non-power 94.1 11.0% 91.1 11.5%
Site and warehouse depreciation 134.6 15.8% 131.4 16.6%
Total cost of sales 414.2 48.5% 408.9 51.6%
The table below shows an analysis of the cost of sales on a region-by-region
basis for the year ended 31 December 2025 and 2024.
Group Middle East & East & West Africa Central & Southern Africa
North Africa
(US$m) 2025 2024 2025 2024 2025 2024 2025 2024
Power 185.5 186.4 8.1 7.2 58.3 62.1 119.1 117.1
Non-power 94.1 91.1 5.2 5.6 35.1 38.1 53.8 47.4
Site and warehouse
depreciation 134.6 131.4 18.6 16.5 45.8 56.8 70.2 58.1
Total cost of sales 414.2 408.9 31.9 29.3 139.2 157.0 243.1 222.6
Administrative expenses
Administrative expenses increased by 14.4% to US$155.1 million in the year
ended 31 December 2025 from US$135.6 million in the year ended 31 December
2024. The increase in administrative expenses is primarily due to higher
selling, general, and administrative costs (SG&A) due to business growth.
Year-on-year administrative expenses as a percentage of revenue increased by
1.0ppt.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2025 2025 2024 2024
Selling, general, and administrative costs 103.4 12.1% 93.5 11.8%
Non-tower depreciation and amortisation 37.7 4.4% 34.8 4.4%
Adjusting items1 14.0 1.6% 7.3 0.9%
Total administrative expense 155.1 18.1% 135.6 17.1%
1 Adjusting items include share-based payments and long-term incentive plan
charges, severance and exceptional costs, and deal costs.
Adjusted EBITDA
Adjusted EBITDA was US$471.1 million in the year ended 31 December 2025
compared to US$421.0 million in the year ended 31 December 2024. The increase
in Adjusted EBITDA between periods is mainly attributable to changes in
revenue, power and non-power costs, and SG&A as shown above, and led to an
increase in profit before tax of US$136.0 million in the year ended 31
December 2025 compared to US$44.2 million in the prior year. Please refer to
the Alternative Performance Measures section for more details and Note 4 to
the Group Financial Statements for a reconciliation of Adjusted EBITDA to
profit before tax.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2025 resulted
in a net gain of US$11.9 million, compared to a net gain of US$17.1 million in
the year ended 31 December 2024. The movement year on year primarily relates
to a lower hyperinflationary gain of US$12.4 million (2024: US$16.9 million),
due to Ghana no longer being classified as a hyperinflationary economy from 1
July 2025, and a loss of US$5.9 million relating to the write off of
unamortised costs relating to the repurchase of convertible bonds. See Note 24
to the Group Financial Statements.
Finance costs
Finance costs of US$163.7 million for the year ended 31 December 2025 included
interest costs of US$153.9 million which reflects interest on the Group's debt
instruments, fees on available Group and local term loans and revolving credit
facilities, withholding taxes and amortisation. The decrease in interest costs
from US$165.6 million in 2024 to US$153.9 million in 2025 is primarily due to
refinancing in 2024. The decrease in foreign exchange differences from a cost
of US$21.7 million in 2024 to a credit of US$18.3 million in 2025 is primarily
driven by the strengthening of the Ghana Cedi and Central and West African
Franc.
Year ended 31 December
(US$m) 2025 2024
Foreign exchange differences (18.3) 21.7
Interest costs 153.9 165.6
Interest costs on lease liabilities 28.1 26.3
Loss/(gain) on refinancing - 5.0
Total finance costs 163.7 218.6
Tax expense
Tax expense was US$96.6 million in the year ended 31 December 2025 compared to
US$17.2 million in the year ended 31 December 2024. The increase in overall
tax charge is predominantly driven by the recognition of certain one-off tax
deductions benefitting 2024 and increased profits in the tax paying entities
during 2025.
The current tax increased by US$15.4 million year on year, whereas the
deferred tax movement increased by US$64.0 million as deferred tax assets
recognised in 2024, which was primarily made up of tax losses, were utilised
in 2025, hence the cash tax being lower than the income statement charge.
Contracted revenue
The following table provides our total undiscounted contracted revenue by
region as of 31 December 2025 for each year from 2026 to 2030, with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2025 held constant. Our contracted revenue
calculation for each year presented assumes:
- no escalation in fee rates;
- no increases in sites or tenancies other than our committed tenancies;
- our customers do not utilise any cancellation allowances set forth in their
MLAs;
- our customers do not terminate MLAs prior their current term; and
- no automatic renewal.
Year ended 31 December
(US$m) 2026 2027 2028 2029 2030
Middle East & North Africa 61.6 61.7 61.7 61.7 61.7
East & West Africa 297.8 281.3 281.3 278.1 266.7
Central & Southern Africa 372.0 347.8 340.9 293.1 264.2
Total 731.4 690.8 683.9 632.9 592.6
The following table provides our total undiscounted contracted revenue by key
customers as of 31 December 2025 over the life of the contracts with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2025 held constant.
As at 31 December 2025, total contracted revenue was US$5.3 billion (2024:
US$5.1 billion), of which 98.4% (2024: 99.4%) is from multinational MNOs, with
an average remaining life of 6.6 years (2024: 6.9 years).
(US$m) Total % of total
committed
committed
revenues
revenues
Multinational MNOs 5,261.8 98.4%
Other 83.8 1.6%
Total 5,345.6 100.0%
Management cash flow
Year ended 31 December
(US$m) 2025 2024
Adjusted EBITDA 471.1 421.0
Less:
Maintenance and corporate capital additions (41.2) (41.7)
Payments of lease liabilities1 (46.2) (47.7)
Corporate taxes paid (45.5) (33.2)
Portfolio free cash flow2 338.2 298.4
Net payment of interest3 (134.8) (136.4)
Net change in working capital4 4.1 (14.1)
Recurring free cash flow5 207.5 147.9
Discretionary capital additions6 (138.3) (126.7)
Cash paid for exceptional and one-off items, and proceeds from
disposal of assets7 (2.8) (2.5)
Free cash flow 66.4 18.7
Transactions with non-controlling interests - -
Net cash flow from financing activities8 (14.3) 35.8
Net cash flow 52.1 54.5
Opening cash balance 161.0 106.6
Foreign exchange movement 4.2 (0.1)
Closing cash balance 217.3 161.0
1 Payments of lease liabilities comprises interest and principal repayments
of lease liabilities
2 Refer to reconciliation of cash generated from operations to portfolio
free cash flow in the Alternative Performance Measures section.
3 Net payment of interest corresponds to the net of 'Interest paid'
(including withholding tax) and 'Finance income' in the Consolidated
Statement of Cash Flows, excluding interest payments on lease liabilities.
4 Working capital means the current assets less the current liabilities for
the Group. Net change in working capital corresponds to movements in working
capital, excluding cash paid for exceptional and one-off items and including
movements in working capital related to capital expenditure.
5 Recurring free cash flow has been represented based on the updated
structure of the management cash flow. It is defined as portfolio free cash
flow less net payment of interest and net change in working capital.
6 Discretionary capital additions includes acquisition, growth and upgrade
capital additions.
7 Cash paid for exceptional and one-off items and proceeds on disposal of
assets includes project costs, deal costs, deposits in relation to
acquisitions, proceeds on disposal of assets and non-recurring taxes.
8 Net cash flow from financing activities includes gross proceeds from issue
of equity share capital, share issue costs, share buybacks, loan drawdowns,
loan issue costs, repayment of loan and capital contributions in the
Consolidated Statement of Cash Flows.
Net change in working capital improved by US$18.2 million year-on-year due to
improved collections from customers and timing of cash payments to suppliers.
Cash flows from operations, investing and financing activities
Cash generated from operations increased by 21.0% to US$480.5 million (2024:
US$397.2 million) driven by higher Adjusted EBITDA and improved working
capital. Net cash used in investing activities was US$182.5 million for the
year ended 31 December 2025, up from US$149.7 million in the prior year. The
increase was a combination of additional capital expenditure year on year and
timing of supplier payments. Net cash used in financing activities during the
year was US$31.2 million (2024: net cash generated of US$4.5 million),
primarily related to US$23.8 million of repurchased shares in the period.
Cash and cash equivalents
Cash and cash equivalents increased by US$56.3 million year-on-year to
US$217.3 million at 31 December 2025 (2024: US$161.0 million) as described
above.
Capital expenditure
The following table shows our capital expenditure additions by category during
the year ended 31 December:
2025 2024
US$m % of total US$m % of total
capex
capex
Acquisition - - 5.2 3.1%
Growth 109.6 61.1% 92.5 54.9%
Upgrade 28.7 16.0% 29.0 17.2%
Maintenance 37.6 20.9% 35.8 21.2%
Corporate 3.6 2.0% 6.0 3.6%
Total 179.5 100.0% 168.5 100.0%
Trade and other receivables
Trade and other receivables increased from US$305.3 million at 31 December
2024 to US$321.7 million at 31 December 2025, primarily driven by higher net
contract assets and sundry receivables offset by lower trade receivables,
which resulted from lower advance billing and strong cash collection. Debtor
days were stable at 49 days (see Note 15 of the Group Financial Statements).
Trade and other payables
Trade and other payables increased from US$309.0 million at 31 December 2024
to US$384.4 million at 31 December 2025. The increase is primarily driven by
an increase in accruals, trade payables, and tax. Creditor days increased by
4 days year on year, from 28 days in 2024 to 32 days in 2025.
Loans and borrowings
As of 31 December 2025 and 31 December 2024, the Group's net debt was
US$1,723.3 million and US$1,735.5 million respectively, and net leverage was
3.4x and 4.0x respectively.
The year-on-year change in the Group's net debt is driven by the higher year
end cash position, the repurchase of US$120.0 million of the Group's
convertible bond in the year with Group term loans (which reduced the equity
component in net debt by US$21.1 million) and movements in lease liabilities.
The reduction in net leverage was driven by the lower net debt and the
improvement in annualised Adjusted EBITDA during the year.
Further details of loans and borrowings are provided in Note 20 of the Group
Financial Statements.
Principal risks and uncertainties
Risk Category Description Mitigation Status
1. Major quality - Reputational The Group's reputation and profitability could be damaged if the Group fails - Continued skills development and training programmes for the project and g
failure or breach
to meet its customers' operational specifications, quality standards or operational delivery team;
of contract - Financial delivery schedules.
- Detailed and defined project scoping and life-cycle management through
A substantial portion of Group revenues is generated from a limited number of project delivery and transfer to ongoing operations;
large customers. The loss of any of these customers would materially affect
the Group's finances and growth prospects. - Contract and dispute management processes in place;
Many of the Group's customer tower contracts contain liquidated damage - Continuous monitoring and management of customer relationships; and
provisions, which may require the Group to make unanticipated and potentially
significant payments to its customers. - Use of long-term contracting with minimal termination rights.
2. Non‑compliance with laws and regulations, such as: - Compliance Non-compliance with applicable laws and regulations may lead to substantial - Constant monitoring of potential changes to laws and g
fines and penalties, reputational damage and adverse effects on future growth regulatory requirements;
- Safety, health and environmental laws - Financial prospects.
- In-person and virtual training on safety, health and environmental matters
- Anti-bribery - Reputational Sudden and frequent changes in laws and regulations, their interpretation or provided to employees and relevant third-party contractors;
and corruption application and enforcement, both locally and internationally, may require the
provisions Group to modify its existing business practices, incur increased costs and - Ongoing refresh of compliance and related policies, including specific
subject it to potential additional liabilities. details covering anti-bribery and corruption; anti-facilitation of tax
evasion, anti-money laundering;
- Compliance-monitoring activities and periodic reporting requirements;
- Ongoing engagement with external lawyers and consultants and regulatory
authorities, as necessary, to identify and assess changes in the regulatory
environment;
- Third Party Code of Conduct communicated and annual certifications
required of all high- and medium-risk third parties;
- Supplier audits and performance reviews;
- ISO certifications maintained in 2025;
- Regionalised compliance team structure supported by market-based
compliance champions;
- Internal Audit function adding additional checks and balances; and
- Supplier/partner forums continuing to be rolled out to all OpCos to build
further third-party capability and competency
3. Economic - Operational A slowdown in the growth of, or a reduction in demand for, wireless - Ongoing market analysis and business intelligence-gathering activities; h
and political instability
communication services could adversely affect the demand for communication
- Financial sites and tower space and could have a material adverse effect on the Group's - Market share growth strategy in place;
financial condition and results of operations.
- Close monitoring of any potential risks that may affect operations;
There are significant risks related to political instability (including
elections), security and ethnic, religious and regional tensions in each - Business continuity and contingency plans in place and tested to respond
market where the Group has operations. to any emergency situations; and
- Dedicated Group Head of Security responsible for crisis management,
business continuity and organisational resilience.
4. Significant exchange rate and interest rate movements - Financial Fluctuations in, or devaluations of, local market currencies or sudden - USD and EURO-pegged contracts; g
interest rate movements where the Group operates could have a significant and
negative financial impact on the Group's business, financial condition and - 'Natural' hedge of local currencies (revenue vs. operating expenses);
results. Such impacts may also result from any adverse effects such movements
have on Group third-party customers and strategic suppliers. If interest rates - Ongoing review of exchange rate differences and interest rate movements;
increase materially, the Group may struggle to meet its debt repayments.
- Fixed rate debt/swaps in place;
This may also negatively affect availability of foreign currency in local
markets and the ability of the Group to upstream cash. - Maintain a prudent level of leverage;
- Manage cash flows; and
- Regular upstream of cash with the majority of cash held in hard-currency,
i.e. US Dollar and Sterling at Group.
5. Non-compliance with permit requirements - Operational The Group may not always operate with the necessary required approvals and - Inventory of required licences and permits maintained for each operating g
permits for some of its tower sites, particularly in the case of existing company;
tower portfolios acquired from a third party. Vagueness, uncertainty and
changes in interpretation of regulatory requirements are frequent and often - Compliance registers maintained with any potential non-conformities
without warning. As a result, the Group may be subject to potential identified by the relevant government authority with a timetable for
reprimands, warnings, fines and penalties for non-compliance with the relevant rectification;
permitting and approval requirements.
- Periodic engagement with external lawyers and advisors and participation
in industry groups; and
- Active and ongoing engagement with relevant regulatory authorities to
proactively identify, assess and manage actual and potential regulation
changes.
6. Loss of key personnel - People The Group's successful operational activities and growth are closely linked to - Talent identification and succession-planning exists for key roles; g
the knowledge and experience of key members of senior management and highly
skilled technical employees. The loss of any such personnel, or the failure to - Competitive benchmarked performance-related remuneration plans; and
attract, recruit and retain equally high-calibre professionals could adversely
affect the Group's operations, financial condition and strategic growth - Staff performance and development/support plans, with ongoing leadership
prospects. development programmes.
7. Technology risk - Strategic Advances in technology that enhance the efficiency of wireless networks and - Strategic long-term planning; g
potential active sharing of wireless spectrum may significantly reduce or
negate the need for tower-based infrastructure or services. This could reduce - Business intelligence;
the need for telecommunications operators to add more tower-based antenna
equipment at certain tower sites, leading to a potential decline in tenant and - Exploring alternatives, e.g. solar power technologies;
service needs, and decreasing revenue streams.
- Continuously improving product offering to enable adaptation
Examples of such new technologies may include spectrally efficient
to new wireless technologies;
technologies that could potentially relieve certain network capacity problems
or complementary voiceover internet protocol access technologies that could be - Assessment of development in satellite technology;
used to offload a portion of subscriber traffic away from the traditional
tower-based networks. - Applying for new licences to provision active infrastructure services
in certain markets; and
- Technology Committee in place with Board involvement/oversight.
8. Failure to remain competitive - Financial Competition in, or consolidation of, the telecommunications tower industry may - KPI monitoring and benchmarking against competitors; g
create pricing pressures that materially and adversely affect the Group.
- Total cost of ownership analysis for MNOs to run towers;
- Fair and competitive pricing structure;
- Business intelligence and review of competitors' activities;
- Strong tendering team to ensure high win/retention rate; and
- Continuous capex investment to ensure that the Group can facilitate
customer needs quickly.
9. Failure to integrate new lines of business in new markets - Strategic Multiple risks exist with entry into new markets and new lines of business. - Pre-acquisition due diligence conducted with the assistance of external i
Failure to successfully manage and integrate operations, resources and advisors with specific geographic and industry expertise;
- Financial technology could have material adverse implications for the Group's overall
growth strategy and negatively impact its financial position and organisation - Ongoing monitoring activities post-acquisition/agreement;
- Operational culture.
- Detailed management, operations and technology integration plans;
- Ongoing measurement of performance vs. plan and Group strategic
objectives; and
- Implementation of a regional CEO and support function governance and
oversight structure.
10. Tax disputes - Compliance Our operations are based in certain countries with complex, frequently - Frequent interaction and transparent communication with relevant g
changing, bureaucratic and administratively burdensome tax regimes. This may governmental authorities and representatives;
- Financial lead to significant disputes around interpretation and application of tax
rules and may expose us to significant additional taxation liabilities. - Engagement of external legal and tax advisors to advise on legislative/tax
- Operational code changes and assessed liabilities or audits;
- Reputational - Engagement with trade associations and industry bodies and other
international companies and organisations facing similar issues;
- Defending against unwarranted claims; and
- Group Tax team strengthened with recruitment of in-house tax expertise at
both Group and OpCo levels.
11. Operational resilience - Strategic The ability of the Group to continue operations is heavily reliant on third - Ongoing enhancements to data security and protection measures with g
parties, the proper functioning of its technology platforms, the capacity of third-party expert support;
- Reputational its available human resources and grid and supply chain availability. Failure
in any of these three areas could severely affect its operational capabilities - Additional investment in IT resource and infrastructure to increase
- Operational and ability to deliver on its strategic objectives. automation and workflow of business-as-usual activities;
- Third-party due diligence, ongoing monitoring and regular supplier
performance reviews;
- Alternative sources of supply are previously identified to deal with
potential disruption to the strategic supply chain;
- Ongoing review and involvement of the human resources department at an
early stage in organisation design and development activities; and
- Buffer stock maintained of critical materials for site delivery.
12. Pandemic risk - Operational In addition to the risk to the health and safety of our employees and - Health and safety protocols established and implemented; g
contractors, a pandemic could materially and adversely affect the financial
- Financial and operational performance of the Group across all its activities. The - Business continuity plans implemented with ongoing monitoring;
effects of a pandemic may also disrupt the achievement of the Group's
strategic plans and growth objectives and place additional strain - Financial modelling, scenario building and stress testing;
on its technology infrastructure. There is also an increased risk of
litigation due to the potential effects of a pandemic on fulfilment - Continuous scanning of the external environment;
of contractual obligations.
- Increased fuel purchases; and
- Review of contractual terms and conditions.
13. Cyber security risk - Operational We are increasingly dependent on the performance and effectiveness of our IT - Ongoing implementation and enhancement of security and remote access g
systems. Failure of our key systems, exposure to the increasing threat of processes, policies and procedures;
- Financial cyber attacks and threats, loss or theft of sensitive information, whether
accidentally or intentionally, expose the Group to operational, strategic, - Regular security testing regime established, validated by independent
- Reputational reputational and financial risks. These risks are increasing due to greater third parties;
interconnectivity, reliance on technology solutions to drive business
performance, use of third parties in operational activities and continued - Annual staff training and awareness programme in place;
remote working practices.
- Security controls based on industry best practice frameworks, such as
Cyber attacks are becoming more sophisticated and frequent and may compromise National Cyber Security Centre (NCSC) (www.ncsc.gov.uk
sensitive information of the Group, its employees, customers or other third (http://www.ncsc.gov.uk) ), National Institute of Standards and Technology
parties. Failure to prevent unauthorised access or to update processes and IT (NIST) (www.nist.gov (http://www.nist.gov) ), and validated through internal
security measures may expose the Group to potential fraud, inability to audit assessments;
conduct its business and damage to customers, as well as regulatory
investigations and associated fines and penalties. - Specialist security third parties engaged to assess cyber risks and
mitigation plans;
- Incident management and response processes aligned to ITIL® best practice
- identification, containment, eradication, recovery and lessons learned;
- Supplier risk management assessments and due diligence carried out; and
- ISO 27001 (Information Security) and Cyber Essentials certification
retained during 2025.
14. Climate change - Operational Climate change is a global challenge and therefore critical to our business, - Carbon target to 2030 with an ambition for Net Zero by 2040; g
our investors, our customers and other stakeholders. Regulatory requirements
- Financial and expectations of compliance with best practice are also evolving rapidly. A - Monitoring changes to carbon legislation and regulations in all our
failure to anticipate and respond appropriately and sufficiently to climate markets;
- Reputational risks or opportunities could lead to an increased carbon footprint, disruption
to our operations and reputational damage. - Investing in solutions that reduce carbon footprint and reliance on
diesel, such as installing hybrid and solar solutions and connecting to grid
Business risks we may face as a result of climate change relate to physical power where possible;
risks to our assets, operations and personnel (i.e. events arising due to the
frequency and severity of extreme weather events or shifts in climate - Factoring emissions and climate risk into strategy and growth plans. All
patterns) and transition risks (i.e. economic, technology or regulatory OpCos' budgets and forecasts include calculated emissions to evaluate trends
changes related to the move towards a low-carbon economy). vs. our 2030 carbon target;
Governments in our operating markets, in addition to increasing qualitative - Reporting in alignment with CFD and TCFD recommendations and improving our
and quantitative disclosure requirements, may take action to address climate understanding of the financial and operational impacts of climate-related
change such as the introduction of a carbon tax or mandate Net Zero risks and opportunities on our business;
requirements, which could impact our business through higher costs or reduced
flexibility of operations. - Maintaining our Group climate risk register covering both physical and
transition risks for all OpCos; and
- GIS modelling showing the impact of weather patterns on our tower
portfolio and also the impact on key access points (e.g. critical roads).
Note: Principal risks identified, may combine and amalgamate elements of
individual risks included in the detailed Group risk register.
Consolidated Income Statement
For the year ended 31 December
Note 2025 2024
US$m
US$m
Revenue 3 854.1 792.0
Cost of Sales (414.2) (408.9)
Gross profit 439.9 383.1
Administrative expenses (155.1) (135.6)
Gain/(loss) on disposal of property, plant and equipment 1.2 (5.2)
Operating profit 5a 286.0 242.3
Finance income 8 1.8 3.4
Other gains and (losses) 24 11.9 17.1
Finance costs 9 (163.7) (218.6)
Profit before tax 136.0 44.2
Tax expense 10 (96.6) (17.2)
Profit after tax for the year 39.4 27.0
Profit/(loss) attributable to:
Owners of the Company 39.2 33.5
Non-controlling interests 0.2 (6.5)
Profit after tax for the year 39.4 27.0
Earnings per share:
Basic earnings per share (cents) 29 3.7 3.2
Diluted earnings per share (cents) 29 3.3 2.8
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
2025 2024
US$m
US$m
Profit after tax for the year 39.4 27.0
Other comprehensive gain/(loss):
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations1 15.5 (17.6)
Cash flow reserve (loss)/gain2 (5.0) 8.3
Total comprehensive profit for the year net of tax 49.9 17.7
Total comprehensive profit/(loss) attributable to:
Owners of the Company 49.7 24.2
Non-controlling interests 0.2 (6.5)
Total comprehensive profit for the year net of tax 49.9 17.7
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Financial Position
As at 31 December
Assets Note 2025 2024
US$m
US$m
Non-current assets
Intangible assets 11 528.1 531.4
Property, plant and equipment 12 1,104.9 981.0
Right-of-use assets 13 256.9 246.9
Deferred tax asset 10 26.0 42.2
Derivative financial assets 26e 18.9 13.5
1,934.8 1,815.0
Current assets
Inventories 14 12.9 10.0
Trade and other receivables 15 321.7 305.3
Prepayments 16 38.6 36.9
Cash and cash equivalents 17 217.3 161.0
590.5 513.2
Total assets 2,525.3 2,328.2
Equity and liabilities
Equity
Share capital 18 13.4 13.5
Share premium 18 81.9 105.6
Other reserves (98.4) (93.4)
Convertible bond reserves 20 31.6 52.7
Share-based payments reserves 25 40.2 30.6
Treasury shares 18 (6.3) (2.3)
Translation reserve 10.4 (30.3)
Retained earnings (32.5) (71.7)
Equity attributable to owners 40.3 4.7
Non-controlling interest 36.1 31.2
Total equity 76.4 35.9
Liabilities
Current liabilities
Trade and other payables 19 384.4 309.0
Short-term lease liabilities 21 34.5 33.2
Loans 20 51.3 39.9
470.2 382.1
Non-current liabilities
Deferred tax liabilities 10 50.3 28.3
Long-term lease liabilities 21 200.6 190.5
Derivative financial liabilities 26f 10.8 5.8
Loans 20 1,704.7 1,681.4
Minority interest buyout liability 12.3 4.2
1,978.7 1,910.2
Total liabilities 2,448.9 2,292.3
Total equity and liabilities 2,525.3 2,328.2
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board
on 11 March 2026 and signed on its behalf by:
Tom Greenwood
Manjit Dhillon
Group Chief Executive Officer Group Chief Financial Officer
Consolidated Statement of Changes in Equity
For the year ended 31 December
Note Share capital Share Other Treasury Share-based Convertible Translation Retained Attributable Non- Total
US$m
premium
reserves
shares
payments
bond
reserve
earnings
to the owners
controlling
equity
US$m
US$m
US$m
reserves
reserves
US$m
US$m
of the
interest (NCI)
US$m
US$m
US$m
Company
US$m
US$m
Balance at 1 January 2024 13.5 105.6 (101.7) (1.8) 25.5 52.7 (56.9) (105.2) (68.3) 29.8 (38.5)
Profit/(loss) for the year - - - - - - - 33.5 33.5 (6.5) 27.0
Movement in cash flow hedge reserve - - 8.3 - - - - - 8.3 - 8.3
Foreign exchange on translation of foreign operations - - - - - - (17.6) - (17.6) - (17.6)
Total comprehensive profit/(loss) for the year - - 8.3 - - - (17.6) 33.5 24.2 (6.5) 17.7
Transactions with owners:
Share-based payments 25 - - - - 4.6 - - - 4.6 - 4.6
Transfer of treasury shares - - - (0.5) 0.5 - - - - - -
Translation of hyperinflationary results - - - - - - 44.2 - 44.2 7.9 52.1
Balance at 31 December 2024 13.5 105.6 (93.4) (2.3) 30.6 52.7 (30.3) (71.7) 4.7 31.2 35.9
Profit for the year - - - - - - - 39.2 39.2 0.2 39.4
Movement in cash flow hedge reserve - - (5.0) - - - - - (5.0) - (5.0)
Foreign exchange on translation of foreign operations - - - - - - 15.5 - 15.5 - 15.5
Total comprehensive profit/(loss) for the year - - (5.0) - - - 15.5 39.2 49.7 0.2 49.9
Transactions with owners:
Share-based payments 25 - - - - 5.6 - - - 5.6 - 5.6
Transfer of treasury shares - - - (4.0) 4.0 - - - - - -
Repurchase of shares (0.1) (23.7) - - - - - - (23.8) - (23.8)
Repurchase of convertible bond - - - - - (21.1) - - (21.1) - (21.1)
Translation of hyperinflationary results - - - - - - 25.2 - 25.2 4.7 29.9
Balance at 31 December 2025 13.4 81.9 (98.4) (6.3) 40.2 31.6 10.4 (32.5) 40.3 36.1 76.4
Share-based payments reserves relate to share options awarded. See Note 25.
Translation reserve relates to the translation of the Financial Statements of
overseas subsidiaries into the presentational currency of the Consolidated
Financial Statements.
Included in other reserves is the merger accounting reserve of US$74.2 million
(2024: US$74.2 million) (which arose on the Group reorganisation in 2019 and
is the difference between the carrying value of the net assets acquired and
the nominal value of the share capital) and other individually immaterial
items including the cash flow hedge reserve.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 December
Note 2025 2024
US$m
US$m
Cash flows from operating activities
Profit before tax 136.0 44.2
Adjustments for:
Other (gains) and losses 24 (11.9) (17.1)
Finance costs 9 163.7 218.6
Finance income 8 (1.8) (3.4)
Depreciation and amortisation 11-13 172.3 166.2
Share-based payments and LTIPs 25 7.1 4.7
(Gain)/loss on disposal of property, plant and equipment (1.2) 5.2
Operating cash flows before movements in working capital 464.2 418.4
Movement in working capital:
(Increase)/decrease in inventories (1.6) 1.4
Decrease/(increase) in trade and other receivables1, 2 9.4 (42.3)
(Increase)/decrease in prepayments (11.8) 14.3
Increase in trade and other payables1, 3 20.3 5.4
Cash generated from operations 480.5 397.2
Interest paid (166.1) (165.7)
Tax paid 10 (45.5) (33.2)
Net cash generated from operating activities 268.9 198.3
Cash flows from investing activities
Payments to acquire property, plant and equipment1 12 (180.1) (144.4)
Payments to acquire intangible assets1 11 (5.5) (10.1)
Proceeds on disposal of property, plant and equipment 1.3 1.6
Finance income 1.8 3.2
Net cash used in investing activities (182.5) (149.7)
Cash flows from financing activities
Loan drawdowns 146.5 869.0
Loan issue costs - (21.7)
Repayment of loans and bonds (133.0) (809.3)
Repayment of lease liabilities (20.9) (33.5)
Share buyback (23.8) -
Net cash (used in)/generated from financing activities (31.2) 4.5
Net increase in cash and cash equivalents 55.2 53.1
Foreign exchange on translation movement 1.1 1.3
Cash and cash equivalents at 1 January 161.0 106.6
Cash and cash equivalents at 31 December 217.3 161.0
1 Working capital movements exclude liabilities and assets relating to the
purchases of property, plant and equipment and intangible assets.
2 Movements in trade and other receivables excludes movements in contract
assets, accruals and provision for doubtful debts. Please see Note 15.
3 Movements in trade and other payables excludes movements in deferred
income, deferred consideration and accruals. Please see Note 19.
The accompanying Notes form an integral part of these Financial Statements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
1. Statement of compliance and presentation of financial statements
Helios Towers plc (the 'Company'), together with its subsidiaries
(collectively, 'Helios', or the 'Group'), is an independent tower company with
operations across nine countries. Helios Towers plc is a public limited
company incorporated and domiciled in the UK and registered under the laws of
England and Wales under company number 12134855 with its registered address at
21st Floor, 8 Bishopsgate, London, EC2N 4BQ, United Kingdom. In October 2019,
the ordinary shares of Helios Towers plc were admitted to the commercial
companies segment of the Official List of the UK Financial Conduct Authority
(FCA). The shares trade on the London Stock Exchange's main market for listed
securities.
The Company and entities controlled by the Company are disclosed on page 185
of the Annual Report.
The material accounting policies adopted by the Group are set out in Note 2.
2(a). Accounting policies
Basis of preparation
The Group's Financial Statements are prepared in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the
United Kingdom, taking into account IFRS Accounting Standards Interpretations
Committee (IFRS IC) interpretations and those parts of the Companies Act 2006
applicable to companies reporting under IFRS Accounting Standards.
The Financial Statements have been prepared on the historical cost basis,
except for the revaluation of certain financial instruments that are measured
at fair value at the end of each reporting period, and for the application of
IAS 29 'Financial Reporting in Hyperinflationary Economies' for the Group's
entities reporting in Malawian Kwacha. The Group's Ghanaian Cedi reporting
entities are no longer subject to IAS 29 following Ghana's exit from
hyperinflation during 2025. The hyperinflationary restatement applied up to
the previous reporting date is not reversed and the cost amounts remain
permanently indexed in the inflated terms of that period. The Financial
Statements are presented in United States Dollars (US$) and rounded to the
nearest hundred thousand (US$0.1 million) except when otherwise indicated.
The material accounting policies adopted are set out on the next pages.
The financial information included within this Preliminary Announcement does
not constitute the Company's statutory Financial Statements for the years
ended 31 December 2025 or 31 December 2024 within the meaning of s435 of the
Companies Act 2006, but is derived from those Financial Statements. Statutory
Financial Statements for the year ended 31 December 2024 have been delivered
to the Registrar of Companies and those for the year ended 31 December 2025
will be delivered to the Registrar of Companies during May 2026. The auditor
has reported on those Financial Statements; their reports were unqualified,
did not draw attention to any matters by way of emphasis and did not contain
statements under s498(2) or (3) of the Companies Act 2006. While the financial
information included in this Preliminary Announcement has been prepared in
accordance with the recognition and measurement criteria of International
Financial Reporting Standards ("IFRSs") adopted pursuant to IFRSs as issued by
the United Kingdom, this announcement does not itself contain sufficient
information to comply with IFRSs. The Company expects to publish full
Financial Statements that comply with IFRSs during March or April 2026. Page
number references in this document refer to the Group's 2025 Annual Report.
Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 31 December each year. Control is achieved when the Company:
- has the power over the investee;
- is exposed, or has rights, to variable return from its involvement with the
investee; and
- has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in the Consolidated Income Statement and the Consolidated
Statement of Other Comprehensive Income from the date the Company gains
control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the
Company and to the non-controlling interests, even if this results in the
non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies used in line with the Group's
accounting policies.
All intra-Group assets and liabilities, equity, income, expenses and cash
flows relating to transactions between the members of the Group are eliminated
on consolidation.
Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. Those interests of non-controlling shareholders that
have present ownership interests entitling their holders to a proportionate
share of net assets upon liquidation may initially be measured at fair value
or at the non-controlling interests' proportionate share of the fair value of
the acquiree's identifiable net assets. The choice of measurement is made on
an acquisition-by-acquisition basis. Other non-controlling interests are
initially measured at fair value. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at
initial recognition plus the non-controlling interests' share of subsequent
changes in equity.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amount of
the Group's interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to the owners of the Company.
Going concern
The Directors believe that the Group is well placed to manage its business
risks successfully, despite the current uncertain economic outlook in the
wider economies in which the Company operates. The Group's forecasts and
projections, taking account of possible changes in trading performance, show
that the Group should remain adequately liquid and should operate within the
covenant levels of its debt facilities (Note 20).
As part of their regular assessment of the Group's working capital and
financing position, the Directors have prepared a detailed trading and cash
flow forecast covering a period to at least 31 March 2027, being more than 12
months after the date of approval of the Consolidated Financial Statements,
together with sensitivities and a 'reasonable worst case' stress scenario. In
assessing the forecasts, the Directors have considered:
- trading and operating risks presented by the conditions in the operating
markets;
- the impact of macroeconomic factors, particularly inflation, interest rates
and foreign exchange rates;
- climate change risks and initiatives, including the Group's Project 100
initiative;
- the availability of the Group's funding arrangements (Note 20), including
loan covenants and non-reliance on facilities with covenant restrictions in
more extreme downside scenarios;
- the status of the Group's financial arrangements (Note 20), including
scenarios where debt maturing in the next 12 months is not refinanced;
- progress made in developing and implementing cost reduction programmes and
operational improvements; and
- mitigating actions available should business activities fall behind current
expectations, including the deferral of discretionary overheads and other
expenditures.
For the current year, the Directors have also considered the impact of
variable energy prices and the broader inflationary environment on the Group's
operations, and the repurchase of the Group's convertible bond completed in
the year. The Directors' assessment reflects the assumption that the Group
will repay the bond in full at its contractual maturity without undertaking a
further refinancing, and that the Group has sufficient cash and liquidity
resources to do so.
The Group is in a net asset position of US$76.4 million, compared to US$35.9
million in the prior year. As these assets are leased-up over the next few
years, the Directors expect the balance sheet to strengthen. Net current
assets at year end remain strong at US$120.3 million. Based on the foregoing
considerations, the Directors continue to consider it appropriate to adopt the
going concern basis of accounting in preparing the Consolidated Financial
Statements.
Adoption of new standards, interpretation and amendments in 2025
In the current financial year, the Group has adopted the following new and
revised Standards, Amendments and Interpretations. Their adoption has not had
a material impact on the amounts reported in these Financial Statements:
- Amendments to IAS 21: Lack of Exchangeability
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The
consideration transferred in a business combination in accordance with IFRS 3
Business Combinations is measured at fair value, which is calculated as the
sum of the acquisition-date fair values of assets transferred by the Group,
liabilities incurred by the Group to the former owners of the acquiree and the
equity interest issued by the Group in exchange for control of the acquiree.
The identifiable assets, liabilities and contingent liabilities (identifiable
net assets) are recognised at their fair value at the date of acquisition.
Acquisition-related costs are expensed as incurred and included in
administrative expenses.
At the acquisition date, the identifiable assets acquired and the liabilities
assumed are recognised at their fair value at the acquisition date, except
that:
- uncertain tax positions and deferred tax assets or liabilities and assets or
liabilities related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits
respectively;
- liabilities or equity instruments related to share-based payment
arrangements of the acquiree or share-based payment arrangements of the Group
entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 Share-Based Payments at the acquisition
date (see below);
- lease liabilities for which the Group is the acquiree and the lessee. In
accordance with IFRS 3, the Group shall measure the lease liability as the
present value of remaining lease payments as if the acquired lease were a new
lease at the acquisition date; and
- assets (or disposal groups) that are classified as held for sale in
accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that Standard.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date. Goodwill is initially measured at cost,
being the excess of the aggregate of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the fair value of the
acquirer's previously held equity interest in the acquired (if any) over the
net of the fair values of acquired assets and liabilities assumed. If the fair
value of the net assets acquired is in excess of the aggregate consideration
transferred, the gain is recognised in profit or loss. Goodwill is capitalised
as an intangible asset, with any subsequent impairment in carrying value being
charged to the Consolidated Income Statement.
If the initial accounting for a business combination is incomplete by the end
of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted during the measurement period (a period
of no more than 12 months), or additional assets or liabilities are
recognised, to reflect new information obtained about facts and circumstances
that existed as of the acquisition date that, if known, would have affected
the amounts recognised as of that date.
When the consideration transferred by the Group in a business combination
includes a contingent consideration arrangement, the contingent consideration
is measured at its acquisition date fair value and included as part of the
consideration transferred in a business combination. Changes in fair value of
the contingent consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional
information obtained during the 'measurement period' (which cannot exceed one
year from the acquisition date) about facts and circumstances that existed at
the acquisition date. Subsequently, changes in the fair value of the
contingent consideration that do not qualify as measurement period adjustments
are recognised in the Consolidated Income Statement, when contingent
consideration amounts are remeasured to fair value at subsequent reporting
dates.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. For the purpose of monitoring and impairment testing,
goodwill acquired in a business combination is allocated to the
cash-generating units (CGUs) or groups of CGUs that are expected to benefit
from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
The Group monitors and tests goodwill for impairment using groups of CGUs that
are aligned with the Group's operating segments. Operating segments to which
goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the
recoverable amount of the operating segment is less than its carrying amount,
the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit
pro-rata based on the carrying amount of each asset in the unit. Any
impairment loss is recognised directly in profit or loss. An impairment loss
recognised for goodwill is not able to be reversed in subsequent periods. On
disposal, the attributable amount of goodwill is included in the determination
of the profit or loss on disposal.
Revenue recognition
The Group recognises revenue from the rendering of tower services provided by
utilisation of the Group's tower infrastructure pursuant to written contracts
with its customers. The Group applies the five-step model in IFRS 15 Revenue
from Contracts with Customers. Prescriptive guidance in IFRS 15 is followed to
deal with specific scenarios, and details of the impact of IFRS 15 on the
Group's Consolidated Financial Statements are described in the following
paragraphs. Revenue is not recognised if uncertainties over a customer's
intention and ability to pay means that collection is not probable.
On inception of the contract, a 'performance obligation' is identified based
on each of the distinct goods or services promised to the customer. Certain
contracts have CPI and power escalation clauses, which are reflected in line
with the contract. The consideration specified in the contract with the
customer is allocated to a performance obligation identified based on their
relative standalone selling prices. In line with IFRS 15, the Group has one
material performance obligation: to provide a series of distinct tower space
and site services.
This includes fees for the provision of tower infrastructure, power
escalations and tower service contracts. This is the Group's only material
performance obligation at the balance sheet date.
Revenue from these services is recognised as the performance obligation is
satisfied over time using the time elapsed output method for each customer to
measure the Group's progress under the contract. Customers are usually billed
in advance creating deferred income, which is then recognised as the
performance obligation is met over a straight-line basis. Amounts billed in
arrears are recognised as contract assets until billed.
Revenue is measured at the fair value of the consideration received or
expected to be received and represents amounts receivable for services
provided in the normal course of business, less VAT and other sales-related
taxes. Where refunds are issued to customers, they are deducted from revenue
in the relevant service period.
If these estimates indicate that any contract will be less profitable than
previously forecast, contract assets may have to be written down to the extent
they are no longer considered to be fully recoverable. We perform ongoing
profitability reviews of our contracts in order to determine whether the
latest estimates are appropriate. Key factors reviewed include:
- transaction volumes or other inputs affecting future revenues, which can
vary depending on customer requirements, plans, market position and other
factors such as general economic conditions;
- the status of commercial relations with customers and the implications for
future revenue and cost projections; and
- our estimates of future staff and third-party costs and the degree to which
cost savings and efficiencies are deliverable.
The direct and incremental costs of acquiring a contract are recognised as
contract acquisition cost assets in the statement of financial position when
the related payment obligation is recorded. Costs are recognised as an expense
in line with the recognition of the related revenue that is expected to be
earned by the Group. Typically, this is over the customer contract period, as
new commissions are payable on contract renewal.
Foreign currency translation
The individual Financial Statements of each Group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the Consolidated Financial
Statements, the results and financial position of each Group company are
expressed in United States Dollars (US$), which is the functional currency of
the Company, and the presentation currency for the Consolidated Financial
Statements.
In preparing the Financial Statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the
dates of the transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at the rates prevailing
at the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not
retranslated.
For the purpose of presenting Consolidated Financial Statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date, with the exception of foreign
operations that are subject to hyperinflation (see below).Income and expense
items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case the
exchange rates at the date of transactions are used. Exchange differences
arising, if any, are recognised in other comprehensive income and accumulated
in a separate component of equity (attributed to non-controlling interests as
appropriate). For intragroup loans not expected to be settled for the
foreseeable future, exchange differences are transferred from the Consolidated
Income Statement to the Consolidated Statement of Other Comprehensive Income
(OCI).
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation, or a partial disposal of an
interest in a joint arrangement or an associate that includes a foreign
operation of which the retained interest become a financial asset), all of the
exchange differences accumulated in a separate component of equity in respect
of that operation attributable to the owners of the Company are reclassified
to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a
foreign operation that does not result in the Group losing control over the
subsidiary, the proportionate share of accumulated exchange differences is
re-attributed to non-controlling interests and is not recognised in profit or
loss. For all other partial disposals (i.e. partial disposals of associates or
joint arrangements that do not result in the Group losing significant
influence or joint control), the proportionate share of the accumulated
exchange differences is reclassified to profit or loss.
Hyperinflation accounting
Having reviewed the indicators of hyperinflation, as outlined in IAS 29
'Financial Reporting in Hyperinflationary Economies', the Group has determined
that Ghana, which was previously designated as hyperinflationary in 2024, no
longer meets the criteria for hyperinflation in 2025. Accordingly, IAS 29 was
applied to the Group's Ghanaian operations up to and including 30 June 2025.
The cumulative effects of hyperinflationary accounting up to that date have
been retained, and the restated balances at 30 June are treated as final and
will not be subject to further inflationary restatement in subsequent periods.
Malawi has met the requirements to be designated as a hyperinflationary
economy under IAS 29 in 2025, with the most prevalent indicator being the
increase in inflation over the last three years. The Group has therefore
applied hyperinflationary accounting, as specified in IAS 29, to its Malawian
operations, whose functional currency is the Malawian Kwacha.
Ghanaian Cedi-denominated results and non-monetary asset and liability
balances are no longer subject to restatement under IAS 29 from 1 July 2025.
Comparative information for the year ended 31 December 2024 remains as
previously reported, including the restatement of Ghanaian Cedi-denominated
results and non-monetary asset and liability balances to present value
equivalent amounts as at 31 December 2024, based on the CPI as issued by the
Ghana Statistical Service, before translation to US$ at the reporting-date
exchange rate of US$1:GHS14.707.
Malawian Kwacha-denominated results and non-monetary asset and liability
balances for the current financial year ended 31 December 2025 have been
revalued to their present value equivalent local currency amounts as at 31
December 2025, based on the CPI as issued by the Reserve Bank of Malawi,
before translation to US$ at the reporting date exchange rate of
US$1:MWK1,751.00. The index has increased by 26.0% to 272.3 (2024: 216.1)
during the current financial year. Comparative periods are not restated per
IAS 21 'The Effects of Changes in Foreign Exchange Rates'.
For the Group's hyperinflationary operations:
- the gain or loss on net monetary assets resulting from IAS 29 application is
recognised in the consolidated Income Statement within other gains and losses;
- the Group also presents the gain or loss on cash and cash equivalents as
monetary items together with the effect of inflation on operating, investing
and financing cash flows as one number in the consolidated statement of cash
flows; and
- the Group has presented the IAS 29 opening balance adjustment to net assets
within currency reserves in equity. Subsequent IAS 29 equity restatement
effects and the impact of currency movements are presented within other
comprehensive income because such amounts are judged to meet the definition of
'exchange differences'.
The main impacts of the aforementioned adjustments on the Consolidated
Financial Statements are shown below.
Year ended Year ended
31 December 2025
31 December 2024
Increase/(Decrease)
Increase/(Decrease)
US$m
US$m
Revenue - 2.4
Operating Profit (8.5) (7.5)
Profit before tax 4.0 (2.7)
Non-current assets 66.4 69.5
Equity attributable to owners of the parent (55.7) (64.4)
Financial assets
Within the scope of IFRS 9, financial assets are classified and subsequently
measured at amortised cost, fair value through OCI or fair value through
profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them. The Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortised cost
or fair value through OCI, it needs to give rise to cash flows that are solely
payments of principal and interest (SPPI) on the principal amount outstanding.
This assessment is referred to as the SPPI test and is performed at an
instrument level.
Financial assets at fair value through profit or loss include financial assets
held for trading, financial assets designated upon initial recognition at fair
value through profit or loss, or financial assets mandatorily required to be
measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term.
Financial assets with cash flows that are not solely payments of principal and
interest are classified and measured at fair value through profit or loss,
irrespective of the business model. Financial assets at fair value through
profit or loss are carried in the statement of financial position at fair
value with net changes in fair value recognised in the Consolidated Income
Statement.
At the current reporting period, the Group did not elect to classify any
financial instruments as fair value through OCI.
The Group recognises a loss allowance for expected credit losses ("ECLs") on
financial assets, measured at an amount equal to lifetime expected credit
losses.
ECLs on financial assets are estimated using a provision matrix based on
historical default experience, adjusted for the financial position of debtors,
debtor-specific factors, relevant industry and economic conditions, and
forward-looking information at the reporting date.
A financial asset (or, where applicable, a part of a financial asset or part
of a group of similar financial assets) is primarily derecognised (i.e.
removed from the Group's Consolidated Statement of Financial Position) when:
- the rights to receive cash flows from the asset have expired; or
- the Group has transferred its rights to receive cash flows from the asset or
has assumed an obligation to pay the received cash flows in full without
material delay to a third party.
Financial liabilities
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings, net of directly attributable transaction costs.
The Group's financial liabilities include trade and other payables, and loans
and borrowings.
The subsequent measurement of financial liabilities depends on their
classification, as described below:
(a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Gains or losses on
liabilities held for trading are recognised in the statement of profit or
loss. Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied.
(b) Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest rate
(EIR) method. Gains and losses are recognised in the Consolidated Income
Statement when the liabilities are derecognised as well as through the EIR
amortisation process. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the
Consolidated Income Statement.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Compound financial instruments
Convertible bonds issued by the Company are accounted for as compound
financial instruments in accordance with IAS 32. On initial recognition, the
instrument is separated into its liability and equity components. The
liability component is measured at the fair value of a similar liability that
does not contain an equity conversion option. Subsequent to initial
recognition, the liability component is measured at amortised cost using the
effective interest rate (EIR) method in accordance with IFRS 9. The equity
component represents the residual interest, being the difference between the
gross proceeds of the instrument and the fair value of the liability
component, and is recognised within equity. The equity component is
not subsequently remeasured.
Embedded derivatives
A derivative may be embedded in a non-derivative 'host contract' such as put
and call options over loans. Such combinations are known as hybrid
instruments. If a hybrid contract contains a host that is a financial asset
within the scope of IFRS 9, then the relevant classification and measurement
requirements are applied to the entire contract at the date of initial
recognition. Should the host contract not be a financial asset within the
scope of IFRS 9, the embedded derivative is separated from the host contract,
if it is not closely related to the host contract, and accounted for as a
standalone derivative. Where the embedded derivative is separated, the host
contract is accounted for in accordance with its relevant accounting policy,
unless the entire instrument is designated at FVTPL in accordance with IFRS
9.
Derivative financial instruments and hedge accounting
The Group's activities expose it to the financial risks of changes in interest
rates, which it manages using derivative financial instruments. The use of
financial derivatives is governed by the Group's policies approved by the
Board of Directors, which provide written principles on the use of financial
derivatives consistent with the Group's risk management strategy.
The Group does not use derivative financial instruments for speculative
purposes.
Derivative financial instruments are initially measured at fair value on the
contract date and are subsequently re-measured to fair value at each
reporting date. The Group designates certain derivatives as hedges of interest
rate risks of highly probable forecast transactions (cash flow hedges).
Changes in values of all derivatives of a financing nature are included within
financing costs in the Consolidated Income Statement unless designated in an
effective cash flow hedge relationship, when the effective portion of changes
in value are deferred to the Consolidated Statement of Other Comprehensive
Income. Hedge effectiveness is determined at the inception of the hedge
relationship and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and
hedging instrument.
Hedge accounting is discontinued when the hedging instrument expires or is
sold, terminated, exercised or no longer qualifies for hedge accounting. When
hedge accounting is discontinued, any gain or loss recognised in the
Consolidated Statement of Other Comprehensive Income at that time remains in
equity and is recognised in the Consolidated Income Statement when the hedged
transaction is ultimately recognised in the Consolidated Income Statement.
For cash flow hedges, when the hedged item is recognised in the income
statement, amounts previously recognised in other comprehensive income and
accumulated in equity for the hedging instrument are reclassified to the
income statement. However, when the hedged transaction results in the
recognition of a non-financial asset or a non-financial liability, the gains
and losses previously recognised in other comprehensive income and accumulated
in equity are transferred from equity and included in the initial measurement
of the cost of the non-financial asset or non-financial liability. If a
forecast transaction is no longer expected to occur, the gain or loss
accumulated in equity is recognised immediately in the Consolidated Income
Statement.
Leases
The Group applies IFRS 16 Leases. The Group holds leases primarily on land,
buildings and motor vehicles used in the ordinary course of business. Based on
the accounting policy applied, the Group recognises a right-of-use asset and a
lease liability at the commencement date of the contract for all leases
conveying the right to control the use of an identified asset for a period of
time. The commencement date is the date on which a lessor makes an underlying
asset available for use by a lessee.
The right-of-use assets are initially measured at cost, which comprises:
- the amount of the initial measurement of the lease liability;
- any lease payments made at or before the commencement date, less any lease
incentives received; and
- any initial direct costs incurred by the lessee.
After the commencement date, the right-of-use assets are measured at cost,
less any accumulated depreciation and any accumulated impairment losses and
adjusted for any remeasurement of the lease liability.
The Group depreciates the right-of-use asset from the commencement date to the
lower of the useful life or the end of the lease term. The lease liability is
initially measured at the present value of the lease payments that are not
paid at that date. These include:
- fixed payments, less any lease incentives receivable.
The lease payments are discounted using the incremental borrowing rate at the
commencement of the lease contract or modification. Generally, it is not
possible to determine the interest rate implicit in the land and building
leases. The incremental borrowing rate is estimated taking account of the
economic environment of the lease, the currency of the lease and the lease
term. The lease term determined by the Group comprises:
- non-cancellable period of lease contracts;
- periods covered by an option to extend the lease if the Group is reasonably
certain to exercise that option; and
- periods covered by an option to terminate the lease if the Group is
reasonably certain not to exercise that option.
After the commencement date, the Group measures the lease liability by:
- increasing the carrying amount to reflect interest on the lease liability;
- reducing the carrying amount to reflect lease payments made; and
- remeasuring the carrying amount to reflect any reassessment or lease
modifications.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition,
including any costs of decommissioning original telecoms equipment, or
production cost less accumulated depreciation and impairment losses, if any.
Assets in the course of construction for production, supply or administrative
purposes, are carried at cost, less any recognised impairment loss. Cost
includes material and labour and professional fees in accordance with the
Group's accounting policy, and only those costs directly attributable to
bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management are capitalised.
Depreciation of these assets, on the same basis as other assets, commences
when the assets are ready for their intended use. Borrowing costs are not
capitalised as assets are generally constructed in substantially less than one
year.
Freehold land is not depreciated.
Depreciation is charged to write off the cost of assets over their estimated
useful lives, using the straight-line method, on the following bases:
Site assets - towers Up
to 30 years
Site assets - generators 8 years
Site assets - plant and machinery 3-5 years
Fixtures and fittings 3 years
IT
equipment
3 years
Motor vehicles
5
years
Leasehold improvements 5-10 years or the end of
the lease term
Cabinets
8 years
Directly attributable costs of acquiring tower assets are capitalised together
with the towers acquired and depreciated over a period of up to 30 years, in
line with the assets' estimated useful lives.
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected to arise from continued use of the
asset. Any gain or loss arising on disposal or retirement of an item of
property, plant and equipment is determined as the difference between the sale
proceeds and the carrying amount of the asset and is recognised in the
Consolidated Income Statement.
Intangible assets
Contract-acquired-related intangible assets with finite useful lives are
carried at cost less accumulated amortisation and accumulated impairment
losses. They are amortised on a straight-line basis over the life of the
contract.
Intangible assets acquired in a business combination and recognised separately
from goodwill are recognised initially at their fair value at the acquisition
date (which is regarded as their cost). Subsequent to initial recognition,
intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis
as intangible assets that are acquired separately.
Amortisation is charged to write off the cost of assets over their estimated
useful lives, using the straight-line method, on the following bases:
Customer contracts
Amortised over their contractual lives
Customer relationships Up to 30 years
Colocation
rights
Amortised over their contractual lives
Right of first refusal
Amortised over their contractual lives
Non-compete agreement Amortised over their
contractual lives
Computer software and licences 2-3 years
An intangible asset is derecognised on disposal, or when no future economic
benefits are expected from use or disposal. Gains or losses arising from
derecognition of an intangible asset, measured as the difference between the
net disposal proceeds and the carrying amount of the asset, are recognised in
profit or loss when the asset is derecognised. Amortisation of intangibles is
included within Administrative expenses in the Consolidated Income Statement.
Impairment of tangible and intangible assets
At each reporting date, the Directors review the carrying amounts of its
tangible and intangible assets (other than goodwill, which is tested at least
annually as described on page 164) to determine whether there is any
indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss. For the purposes of assessing
impairment, assets are grouped on a CGU basis. Where the asset does not
generate cash flows that are independent from other assets, the Directors
estimate the recoverable amount of the CGU ('Cash Generating Unit') to which
the asset belongs. The recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to
its recoverable amount.
An impairment loss is recognised immediately in profit or loss. Any impairment
is allocated pro-rata across all assets in a CGU unless there is an indication
that a class of asset should be impaired in the first instance or a fair
market value exists for one or more assets. Once an asset has been written
down to its fair value less costs of disposal, then any remaining impairment
is allocated equally among all other assets.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (CGU) is increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been
recognised for the asset (CGU) in prior years. Reversals are allocated
pro-rata across all assets in the CGU unless there is an indication that a
class of asset should be reversed in the first instance, or a fair market
value exists for one or more assets. A reversal of an impairment loss is
recognised in the income statement immediately. An impairment loss recognised
for goodwill is never reversed in subsequent periods.
Related parties
For the purpose of these Consolidated Financial Statements, parties are
considered to be related to the Group if they have the ability, directly or
indirectly to control the Group or exercise significant influence over the
Group in making financial or operating decisions, or vice versa, or where the
Group is subject to common control or common significant influence. Related
parties may be individuals or other entities.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as
an expense when employees have rendered service entitling them to the
contributions. Payments made to state-managed retirement benefit schemes are
dealt with as payments to defined contribution schemes where the Group's
obligations under the schemes are equivalent to those arising in a defined
contribution retirement benefit scheme.
Share-based payments
The Group's management awards employee share options, from time to time, on a
discretionary basis, which are subject to vesting conditions. The economic
cost of awarding the share options to its employees is recognised as an
employee benefit expense in the income statement measured indirectly by
reference to the fair value of the instruments granted. For further details
refer to Note 25.
In accordance with IFRS 2, the fair value of equity‑settled share‑based
payments is measured at the grant date and recognised as an expense on a
straight‑line basis over the vesting period, with a corresponding increase
in equity. Fair value is determined using appropriate valuation models (e.g.
Monte Carlo simulation) and incorporates any market-based performance
conditions. Non‑market vesting conditions are reflected in the number of
awards expected to vest.
Cash‑settled awards are measured at fair value at each reporting date, with
a corresponding liability recognised. Remeasurements are recognised in profit
or loss over the vesting period.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and those overheads that have been incurred in
bringing the inventories to their present location and condition. Cost is
calculated using the weighted average method.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, in hand and short-term
deposits, which are held for the purpose of meeting short-term commitments.
Short-term deposits are defined as deposits with an initial maturity of three
months or less. While bank overdrafts are repayable in the short term, they do
not form an integral part of the Group's cash management, and are thus not
included as a component of cash and cash equivalents for the purposes of the
Consolidated Statement of Cash Flows.
Interest expense
Interest expense is recognised as interest accrues, using the effective
interest method, to the net carrying amount of the financial liability.
The effective interest method is a method of calculating the amortised cost of
a financial asset/financial liability and of allocating interest
income/interest expense over the relevant period. The effective interest rate
is the rate that exactly discounts estimated future cash receipts/payments
through the expected life of the financial assets/financial liabilities, or,
where appropriate, a shorter period.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the Consolidated Income
Statement Consolidated Statement of Other Comprehensive Income because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the Consolidated
Financial Statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the statement of financial
position liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences, and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in
a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised either for taxable temporary
differences arising on investments in subsidiaries or on carrying value of
taxable assets, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and
interests are only recognised to the extent that it is probable that there
will be sufficient taxable profits against which to utilise the benefits of
the temporary differences and they are expected to reverse in the foreseeable
future. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised based on tax
laws and rates that have been enacted or substantively enacted at the
reporting date. Deferred tax is charged or credited in the profit or loss,
except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other
comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner in which the Group expects, at
the end of the reporting period, to recover or settle the carrying amount of
its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and legal entity, and the Group intends to settle its current tax
assets and liabilities on a net basis.
Uncertain tax positions
Where required under applicable standards, provision is made for matters where
Management assesses that it is probable that a relevant taxation authority
will not accept the position as filed in the tax returns, it is probable an
outflow of economic benefits will be required to settle the obligation and the
amount can be reliably estimated. The Group typically uses a weighted average
of outcomes assessed as possible to determine the level of provision required,
unless a single best estimate of the outcome is considered to be more
appropriate. Assessments are made at the level of an individual tax
uncertainty, unless uncertainties are considered to be related, in which case
they are grouped together. Provisions, which are not discounted given the
short period over which they are expected to be utilised, are included within
current tax liabilities, together with any liability for penalties, which to
date have not been significant. Any liability relating to interest on tax
liabilities is included within finance costs.
Share capital
Ordinary shares are classified as equity.
Treasury shares
Treasury shares represents the shares of Helios Towers plc that are held by
the Employee Benefit Trust (EBT). Treasury shares are recorded at cost and
deducted from equity.
New and revised IFRS Accounting Standards in issue but not yet effective
The following Standards, Amendments and Interpretations have been issued by
the IASB and are effective for annual reporting periods beginning on or after
1 January 2026:
- Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial
Instruments (Effective for 2026);
- Contracts Referencing Nature-dependent Electricity (Effective for 2026); and
- Annual Improvements to IFRS Accounting Standards - Volume 11 (Effective for
2026).
The Group's financial reporting will be presented in accordance with the above
new standards from 1 January 2026. The Directors do not expect that the
adoption of the above Standards, Amendments and Interpretations will have a
material impact on the Financial Statements of the Group in future periods.
At the date of authorisation of these financial statements, the Group has not
applied IFRS Accounting Standards, which have been issued but are not yet
effective:
- IFRS 18 'Presentation and Disclosures in Financial Statements' (Effective
for 2027); and
- IFRS 19 'Subsidiaries without Public Accountability: Disclosures' (Effective
for 2027).
The Directors of the Company anticipate that the application of these
amendments will have an impact on the Group's consolidated financial
statements in future periods.
IFRS 18 will replace IAS 1 Presentation of financial statements introducing
new requirements that will help to achieve comparability of the financial
performance of similar entities and provide more relevant information and
transparency to users.
The Group is assessing the impact of IFRS 18 on its consolidated financial
statements. Whilst the standard does not affect the recognition or measurement
of items, and therefore no impact on profit after tax for the year, it will
change the presentation and disclosure within the primary statements,
particularly the Consolidated Income Statement. Under IFRS 18, income and
expenses must be classified into defined categories: operating, investing,
financing, income taxes and discontinued operations. In addition, IFRS 18
introduces enhanced aggregation and disaggregation requirements, resulting in
a more structured and transparent presentation of key cost drivers. For
example, power‑generation costs will be presented within operating
activities, gains or losses on the disposal of property, plant and equipment
will be presented within investing activities, and interest on loans, bonds
and IFRS 16 lease liabilities will be presented within financing activities.
There will also be an impact on the presentation of the Consolidated Statement
of Cash Flows, with the indirect method required to start from operating
profit rather than profit after tax for the year. This reflects the new
subtotals introduced in the Consolidated Income Statement under IFRS 18.
Additionally, interest paid will be classified as a financing outflow, while
interest received will be classified as an investing inflow.
IFRS 18 also introduces new disclosure requirements for management‑defined
performance measures (MPMs), which will be presented in a dedicated note to
the financial statements. MPMs will require a reconciliation to the nearest
total specified in IFRS Accounting Standards.
The Group already provides a reconciliation of Adjusted EBITDA to profit
before tax in Note 4, which will form the basis for the required disclosures
under IFRS 18.
The Group will apply the new standard by the effective date of 1 January 2027.
Retrospective application is required, and therefore comparative information
will be restated in accordance with IFRS 18 once adopted.
2(b). Critical judgements in applying the Group's accounting policies
The following are the critical judgements, apart from those involving
estimations (which are dealt with separately below), that the Directors have
made in the process of applying the Group's accounting policies and that have
the most significant effect on the amounts recognised in the Financial
Statements.
Revenue recognition
Revenue is recognised as service revenue in accordance with IFRS 15: Revenue
from contracts with customers. In arriving at this assessment, the Directors
concluded that there is not an embedded lease, given customer contracts
provide for an amount of space on a tower rather than a specific location on a
tower. The contracts permit the Group, subject to certain conditions, to
relocate customer equipment on the Group's towers in order to accommodate
other tenants. Customer consent is usually required to move equipment.
However, this should not be unreasonably withheld. The Directors believe these
substitution rights are substantive, given the practical ability to move
equipment and the economics of doing so.
In applying the requirements of IFRS 15, management makes an evaluation as to
whether it is probable that the Group will collect the consideration that it
is entitled to under the contract. The amount of revenue that the Group is
contractually entitled to but has not recognised is disclosed in Note 22.
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and
the exposures to contingent liabilities related to pending litigations or
other outstanding claims subject to negotiated settlement, mediation,
arbitration or government regulation, as well as other contingent liabilities
(see Note 27). Judgement is necessary to assess the likelihood that a pending
claim will succeed or a liability will arise.
Recognition of deferred tax assets
The Group has material unrecognised deferred tax assets across a number of
jurisdictions (see Note 10) that have not been recognised as at 31 December
2025 due to the existence of previous tax losses in the relevant entities and
insufficient certainty as to the availability of future taxable profits. At
31 December 2025, the Group has recognised a deferred tax asset of US$26.0
million (2024: US$42.2 million). Sufficient future taxable profits are
expected to be available to utilise.
2(c). Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the reporting date, 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.
Carrying amounts of assets and liabilities
The Directors are required to make estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
Derivatives valuation
The Group manages its interest rate risk using interest rate swap agreements.
These are classified as financial instruments and recognised at fair value at
the reporting date. The fair value is dependent on the future interest rate
forward yield curve at the reporting date. This can have a material impact on
the fair value of the interest rate swaps between periods.
The Group's debt financing includes embedded derivative features that are
separated from the host contract and measured at fair value. These instruments
are classified as Level 3 in the fair value hierarchy as their valuation
relies on significant unobservable inputs, including assumptions regarding
future cash flows, discount rates and market volatility. Changes to these
inputs can have a material impact on the fair value recognised at the
reporting date. On the basis of materiality, management does not deem this to
be a key source of estimation uncertainty
Other estimates
The Directors have considered whether certain other estimates included in the
financial statements meet the criteria to be key sources of estimation
uncertainty, as follows:
Impairment testing
In previous financial years, impairment testing was considered a key source of
estimation uncertainty. For the purpose of assessing goodwill for impairment,
CGUs are grouped on a segment basis. Given the increased level of headroom in
the Group's 2024 and 2025 impairment tests, management no longer considers
impairment to be a key source of estimation uncertainty.
Provisions for litigation
Provisions and exposures to contingent liabilities related to pending
litigations or other outstanding claims subject to negotiated settlement,
mediation, arbitration or government regulation (see Note 27) are subject to
estimation uncertainty. While the value of open claims across the Group is
material in aggregate, based on recent experiences of closing such cases, the
resulting adjustments are generally not material, and provisions held by the
Group have accurately quantified the final amounts determined.
Uncertain tax positions
Measurement of the Group's tax liability involves estimation of the tax
liabilities arising from transactions in tax jurisdictions for which the
ultimate tax determination is uncertain. Where there are uncertain tax
positions, the Directors assess whether it is probable that the position
adopted in tax filings will be accepted by the relevant tax authority, with
the results of this assessment determining the accounting that follows. The
Group uses tax experts in all jurisdictions when assessing uncertain tax
positions and seeks the advice of external professional advisors where
appropriate. The Group's tax provision for these matters is recognised within
current tax liabilities and in the measurement of deferred tax assets as
applicable. The provision reflects a number of estimates where the amount of
tax payable is either currently under audit by the tax authorities or relates
to a period which has yet to be audited. These areas include the tax effects
of change of control events, which are calculated based on valuations of the
Company's operations in the relevant jurisdictions, and interpretation of
taxation law relating to statutory tax filings by the Group.
The nature of the items, for which a provision is held, is such that the final
outcome could vary from the amounts recognised once a final tax determination
is made. To the extent the estimated final outcome differs from the tax that
has been provided, adjustments will be made to income tax and deferred tax
balances held in the period the determination is made. While the value of open
tax audit cases for all taxes across the Group is material in aggregate, based
on recent experiences of closing tax audit cases, the resulting adjustments
are generally not material, and tax accruals and provisions held by the Group
have accurately quantified the final amounts determined. Therefore, the
Directors consider the current provisions held by the Group to be appropriate
and do not anticipate a significant risk of a material change to the amounts
accrued and provided at 31 December 2025 within the next financial year.
Climate-related matters on the financial statements
The Directors have considered the effects climate-related matters may have on
the financial statements. In particular, consideration has been given to the
potential impact climate matters may have on the carrying amount of the
Group's property, plant and equipment, the useful economic lives of our towers
and inventories, the impact climate change considerations and initiatives have
when assessing forecasts as part of our going concern assessment and
impairment reviews, potential financial impact that future regulatory
requirements may have on financial instruments the Group may use or the way it
assesses the recognition of assets and liabilities.
While no adjustments have been made to the carrying amount of assets and
liabilities in the current year, the Group's forecasts reflect the Group's
planned spend in respect of carbon-intensity reduction targets. The Directors
will continue to assess the impact climate-related matters may have on the
financial position and performance of the Group and reflect those in future
financial statements.
3. Segmental reporting
The following segmental information is presented in a consistent format with
management information considered by the Group CEO, who is considered to be
the chief operating decision maker (CODM). Operating segments are determined
based on geographical location. All operating segments have the same business
of operating and maintaining telecoms towers and renting space on such towers.
Accounting policies are applied consistently for all operating segments. The
segment operating result used by the CODM is Adjusted EBITDA, which is defined
in Note 4.
Middle East & East & West Africa4 Central & Southern Africa5 Corporate Group
North Africa3
For the year to 31 December 2025 US$m US$m US$m US$m US$m
Revenue 74.5 348.2 431.4 - 854.1
Adjusted EBITDA1 55.0 236.2 223.8 (43.9) 471.1
Adjusted EBITDA margin2 74% 68% 52% - 55%
Financing costs
Interest costs (30.2) (68.8) (75.9) (7.1) (182.0)
Foreign exchange differences (0.5) (33.4) 36.5 15.7 18.3
Total finance costs (30.7) (102.2) (39.4) 8.6 (163.7)
Other segmental information
Non-current assets 501.6 665.3 713.8 9.2 1,889.9
Property, plant and equipment and intangibles additions 24.6 75.9 85.9 - 186.5
Property, plant and equipment and intangibles depreciation and amortisation 21.7 48.1 66.7 10.2 146.7
No revenue arises in the UK, which is the Group's country of domicile. Total
revenue of US$854.1 million (2024: US$792.0 million) therefore arises in
foreign countries. Material revenues in individual foreign countries are as
follows: Oman US$74.5 million (2024: US$68.6 million), Tanzania US$254.9
million (2024: US$242.1 million), DRC US$308.0 million (2024: US$296.4
million). Non-current assets located in the UK are US$6.9 million (2024:
US$9.0 million); the remainder, US$1,883.0 million (2024: US$1,750.3 million)
are located in foreign countries. Material non-current assets in individual
foreign countries are as follows: Oman US$501.6 million (2024: US$501.1
million), Tanzania US$295.8 million (2024: US$286.3 million), DRC US$427.7m
(2024: US$398.7 million).
1 Adjusted EBITDA is profit before tax for the year, adjusted for finance
costs, other gains and losses, finance income, gain/loss on disposal of
property, plant and equipment, amortisation of intangible assets, depreciation
and impairment of property, plant and equipment, depreciation of right-of-use
assets, deal costs for aborted acquisitions, deal costs not capitalised,
share-based payments and long-term incentive plan charges, and other adjusting
items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
2 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
3 Middle East & North Africa segment reflects the Company's operations
in Oman.
4 East & West Africa segment reflects the Company's operations in
Tanzania, Senegal and Malawi.
5 Central & Southern Africa segment reflects the Company's operations in
DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Middle East & East & West Africa4 Central & Southern Africa5 Corporate Group
North Africa3
For the year to 31 December 2024 US$m US$m US$m US$m US$m
Revenue 68.6 325.5 397.9 - 792.0
Adjusted EBITDA1 49.3 210.4 199.3 (38.0) 421.0
Adjusted EBITDA margin2 72% 65% 50% - 53%
Financing costs
Interest costs (33.8) (79.7) (77.4) (1.0) (191.9)
Foreign exchange differences (0.3) 2.4 (30.4) 6.6 (21.7)
Loss on refinancing - - - (5.0) (5.0)
Total finance costs (34.1) (77.3) (107.8) 0.6 (218.6)
Other segmental information
Non-current assets 501.1 597.9 647.3 13.0 1,759.3
Property, plant and equipment and intangibles additions 23.1 67.4 85.0 11.6 187.1
Property, plant and equipment and intangibles depreciation and amortisation 22.2 57.9 53.4 6.8 140.3
1 Adjusted EBITDA is profit before tax for the year, adjusted for finance
costs, other gains and losses, finance income, gain/loss on disposal of
property, plant and equipment, amortisation of intangible assets, depreciation
and impairment of property, plant and equipment, depreciation of right-of-use
assets, deal costs for aborted acquisitions, deal costs not capitalised,
share-based payments and long-term incentive plan charges, and other adjusting
items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.
2 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
3 Middle East & North Africa segment reflects the Company's operations
in Oman.
4 East & West Africa segment reflects the Company's operations in
Tanzania, Senegal and Malawi.
5 Central & Southern Africa segment reflects the Company's operations in
DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Customer concentration
A significant portion of our Group revenue is derived from a small number of
large multinational customers (which operate across multiple segments). In the
year ended 31 December 2025, revenue from our top four MNO customers
collectively accounted for 72.3% of our revenue (2024: 68.9%).
Year ended 31 December
Revenue Revenue
2025 2025 2024 2024
(US$m) US$m % US$m %
Airtel Africa 237.9 27.9% 192.2 24.3%
Vodafone/Vodacom 196.6 23.0% 182.2 23.0%
Orange 94.6 11.1% 89.0 11.2%
Axian 88.2 10.3% 82.4 10.4%
Total 617.3 72.3% 545.8 68.9%
4. Reconciliation of aggregate segmental Adjusted EBITDA to profit before tax
The key segment operating result used by CODM is Adjusted EBITDA, which is
also used as an Alternative Performance Measure (APM) for the Group as a
whole.
Management defines Adjusted EBITDA as profit before tax for the year, adjusted
for finance costs, other gains and losses, finance income, gain/loss on
disposal of property, plant and equipment, amortisation of intangible assets,
depreciation of property, plant and equipment, depreciation of right-of-use
assets, deal costs not capitalised, share-based payments and long-term
incentive plan charges, and other adjusting items. Other adjusting items are
material items that are considered one-off by management by virtue of their
size and/or incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to
company by eliminating potential differences caused by variations in capital
structures (affecting interest and finance charges), tax positions (such as
the impact of changes in effective tax rates or net operating losses) and the
age and booked depreciation on assets. The Group excludes certain items from
Adjusted EBITDA, such as gain/loss on disposal of property, plant and
equipment and other adjusting items because it believes they are not
indicative of its underlying trading performance.
Adjusted EBITDA is reconciled to profit before tax as follows:
2025 2024
US$m
US$m
Aggregate Adjusted EBITDA 515.0 459.0
Corporate Adjusted EBITDA (43.9) (38.0)
Adjusted EBITDA 471.1 421.0
Adjusting items:
Deal costs1 (3.4) (1.4)
Share-based payments and LTIP charges2 (7.1) (4.7)
Other3 (3.5) (1.2)
Gain/(loss) on disposal of property, plant and equipment 1.2 (5.2)
Other gains and (losses) 11.9 17.1
Depreciation of property, plant and equipment (114.7) (113.3)
Amortisation of intangible assets (32.1) (27.0)
Depreciation of right-of-use assets (25.5) (25.9)
Finance income 1.8 3.4
Finance costs (163.7) (218.6)
Profit before tax 136.0 44.2
1 Deal costs comprise costs related to potential acquisitions and the
exploration of investment opportunities, which cannot be capitalised. These
comprise employee costs, professional fees, travel costs and set-up costs
incurred prior to operating activities commencing.
2 Share-based payments and long-term incentive plan charges and associated
costs.
3 Other includes severance and exceptional costs.
5a. Operating profit
Operating profit is stated after charging the following:
2025 2024
US$m
US$m
Cost of inventory expensed 119.8 131.0
Auditor remuneration (see Note 5b) 3.3 3.1
(Gain)/loss on disposal of property, plant and equipment (1.2) 5.2
Depreciation and amortisation 172.3 166.2
Staff costs (Note 6) 50.0 47.7
5b. Audit remuneration
2025 2024
US$m
US$m
Statutory audit of the Company's annual accounts 0.8 0.7
Statutory audit of the Company's subsidiaries 2.3 2.1
Audit fees 3.1 2.8
Interim review engagements 0.2 0.3
Other assurance services1 - 0.3
Audit related assurance services 0.2 0.6
Total non-audit fees 0.2 0.6
Total fees 3.3 3.4
1 Other assurance services in the prior year were in relation to
bond issuance.
6. Staff costs
Staff costs consist of the following components:
2025 2024
US$m
US$m
Wages and salaries 45.3 44.0
Social security costs 3.6 2.8
Pension costs 1.1 0.9
50.0 47.7
An immaterial allocation of directly attributable staff costs is subsequently
capitalised into the cost of capital work in progress.
The average monthly number of employees during the year was made up as
follows:
2025 2024
Operations and IT 398 380
Legal and regulatory 31 30
Administration 57 55
Finance 107 106
Sales and marketing 41 40
634 611
During 2025 the Group changed the categorisation of employees. The
comparatives have been updated accordingly.
7. Key management personnel compensation
2025 2024
US$m
US$m
Salary, fees and bonus 4.6 3.9
Pension and benefits 0.2 0.2
Share-based payment charge 1.3 0.7
6.1 4.8
The above remuneration information relates to Directors in Helios Towers plc.
Further details can be found in the Directors' Remuneration Report of the
Annual Report.
8. Finance Income
2025 2024
US$m
US$m
Bank interest receivable 1.8 3.4
9. Finance Costs
2025 2024
US$m
US$m
Foreign exchange differences1 (18.3) 21.7
Interest costs 153.9 165.6
Interest costs on lease liabilities 28.1 26.3
Loss/(gain) on refinancing - 5.0
163.7 218.6
1 Under IFRS 18, foreign exchange differences will be represented as other
gains and losses.
10. Tax expense, tax paid and deferred tax
Tax expense was US$96.6 million expense in the year ended 31 December 2025
compared to US$17.2 million in the year ended 31 December 2024. The increase
in overall tax charge is predominantly driven by increased profits in the tax
paying entities during 2025 and the recognition of certain one-off tax
deductions benefiting 2024. The current tax increased by US$15.4 million year
on year, whereas the deferred tax movement increased by US$64.0 million, as
deferred tax assets recognised in 2024, which was primarily made up of tax
losses, were ultilised in 2025, hence the cash tax being lower than the
Consolidated Income Statement charge.
The operating entity in DRC made losses in the year for tax purposes. However,
minimum income taxes were levied, as stipulated by law in DRC. The rest of the
operating entities in Tanzania, Ghana, Congo Brazzaville, Senegal, Madagascar,
Malawi, South Africa, and Oman are profitable for tax purposes and subject to
corporate income tax thereon.
2025 2024
US$m
US$m
(a) Tax expense
Current tax
In respect of current year 50.6 32.8
Adjustment in respect of prior years 7.7 10.1
Total current tax 58.3 42.9
Deferred Tax
Originating temporary differences on acquisition of subsidiary undertakings (2.7) (1.0)
Originating temporary differences on capital assets and losses 43.3 (28.7)
Adjustment in respect of prior years (2.3) 4.0
Total deferred tax 38.3 (25.7)
Total tax expense 96.6 17.2
(b) Tax reconciliation:
Profit before tax 136.0 44.2
Tax computed at local statutory tax rate 34.0 11.1
Tax effect of expenditure not deductible 30.1 32.5
Fixed asset timing differences - 0.4
Change in deferred income tax movement not recognised 16.4 11.8
Recognition of previously unrecognised deferred tax (3.7) (31.6)
Prior year under provision 5.4 14.1
Minimum income taxes 3.3 3.0
Different tax rates applied in overseas jurisdictions 15.7 3.7
Withholding taxes suffered 1.7 -
Other (6.3) (28.0)
Total tax expense 96.6 17.2
The tax relates to operating subsidiaries outside the UK, of which a majority
have a corporate income tax rate above the prevailing UK tax rate of 25%
(2024: 25%). The range of statutory corporate income tax rates applicable to
the Group's operating subsidiaries is between 15% and 30%.
As stipulated by local applicable law, minimum income apply to operating
entity in DRC which reported tax losses for the year ended 31 December 2025.
Minimum income tax rules do not apply to the loss-making entities in the UK,
Mauritius, Netherlands, or South Africa.
A higher tax charge is reported in the Group Consolidated Financial Statements
despite the consolidated profit amount as a result of losses recorded in
certain holding companies in the UK, Mauritius and Netherlands. Such losses
are not able to be group relieved against taxable profit in the operating
company jurisdictions. The tax charge for 2025 include an unwinding of
deferred tax assets in DRC which gave rise to a large deferred tax credit in
the 2024 Consolidated Income Statement.
The profits of the Congo Brazzaville entity are subject to taxation at the
headline rate of 30% (2024: 28%).
Other than the rate changes stated above, there have been no other changes to
the local statutory tax rates.
Based on recent experience of closing tax audit cases, the provisions held by
the Group have accurately quantified the final amounts determined. The
Directors considered the current provision held by the Group to be
appropriate.
Tax paid 2025 2024
US$m
US$m
Income tax (45.5) (33.2)
Total tax paid (45.5) (33.2)
Deferred tax
As deferred tax assets and liabilities are measured at the rates that are
expected to apply in the periods of the reversal, the deferred tax balance at
the balance sheet date has been calculated at the rate at which the relevant
balance is expected to be recovered or settled. Management has performed an
assessment for all material deferred income tax assets and liabilities, to
determine the period over which the deferred income tax assets and liabilities
are forecast to be realised. The deferred tax balances are calculated by
applying the relevant statutory corporate income tax rates at the balance
sheet date.
The following are the deferred tax liabilities and assets recognised by the
Group and movements thereon during the current and prior reporting period:
Accelerated Temporary Tax Intangible Total
tax
differences
losses
assets
US$m
depreciation
US$m
US$m
US$m
US$m
1 January 2024 (12.0) 28.2 6.4 (34.9) (12.3)
Charge for the year (1.5) 23.4 2.6 1.0 25.5
Exchange rate differences 2.2 0.2 - (1.7) 0.7
31 December 2024 (11.3) 51.8 9.0 (35.6) 13.9
Charge for the year (12.7) (52.5) 16.3 2.4 (46.5)
Exchange rate differences - 4.3 4.0 - 8.3
31 December 2025 (24.0) 3.6 29.3 (33.2) (24.3)
During the year, the Group recognised a deferred tax asset of US$3.8 million
relating to previously unrecognised tax losses. Recognition is based on the 5
year forecasts and other convincing evidence supporting the probable future
taxable profits, as required under IAS 12.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
legal entity and the Group intends to settle its current tax assets and
liabilities on a net basis. The following is an analysis of the deferred tax
balances (after offset) for financial reporting purposes:
2025 2024
US$m
US$m
Deferred tax liabilities (50.3) (28.3)
Deferred tax assets 26.0 42.2
Total (24.3) 13.9
2025 2024
US$m
US$m
Property, plant and equipment 1.1 (3.2)
Intangible assets (0.5) -
Tax losses 25.3 9.2
Provisions - 2.6
Unrealised foreign exchange - 31.6
IFRS 16 0.1 2.0
Deferred tax assets 26.0 42.2
Property, plant and equipment (30.1) (8.2)
Intangible assets (32.7) (35.0)
Unrealised foreign exchange (2.4) 5.2
Provisions 9.5 8.9
Tax losses 4.0 -
IFRS 16 1.4 0.4
Other 0.0 0.4
Deferred tax liabilities (50.3) (28.3)
Total (24.3) 13.9
Unrecognised deferred tax
No deferred tax asset is recognised on US$281.1 million of tax losses at the
balance sheet date, as the relevant businesses are not expected to generate
sufficient forecast future taxable profits to justify recognising the
associated deferred tax assets. Tax losses for which no deferred tax assets
were recognised are as follows: US$196.3 million are subject to expiry under
local statutory tax rules within periods of 5 years and US$84.8 million are
not expected to expire. As at the balance sheet date, the geographical split
of the unrecognised deferred tax assets in relation to losses in Mauritius
US$196.3 million (tax effect US$29.4 million), UK US$51.6 million (tax effect
US$12.9 million), Netherlands US$7.6 million (tax effect US$2.0 million), and
South Africa US$25.6 million (tax effect US$6.9 million).
11. Intangible assets
Goodwill Customer Customer Colocation Non-compete Computer software Total
US$m
contracts
relationships
rights
agreement
and licence
US$m
US$m
US$m
US$m
US$m
US$m
Cost
At 1 January 2024 40.7 2.7 521.1 8.0 1.0 48.5 622.0
Additions during the year - - - - - 9.4 9.4
Effects of foreign currency exchange differences - - (10.7) 0.4 - (0.6) (10.9)
Hyperinflation impacts 4.2 - 11.8 - - 1.6 17.6
At 31 December 2024 44.9 2.7 522.2 8.4 1.0 58.9 638.1
Additions during the year - - - - - 5.8 5.8
Disposals - - - - - (1.2) (1.2)
Effects of foreign currency exchange differences 1.1 0.2 18.4 (0.1) - 5.7 25.3
Hyperinflation impacts 2.5 - 5.1 - - - 7.6
At 31 December 2025 48.5 2.9 545.7 8.3 1.0 69.2 675.6
Amortisation
At 1 January 2024 - (0.8) (31.5) (2.8) (0.9) (39.6) (75.6)
Charge for year - (0.3) (18.4) (0.5) (0.1) (7.7) (27.0)
Effects of foreign currency exchange differences - - 0.7 (0.2) - 0.2 0.7
Hyperinflation impacts - - (3.9) - - (0.9) (4.8)
At 31 December 2024 - (1.1) (53.1) (3.5) (1.0) (48.0) (106.7)
Charge for year - (0.2) (22.6) (0.6) - (8.7) (32.1)
Disposals - - - - - 1.2 1.2
Effects of foreign currency exchange differences - - (4.0) - - (5.4) (9.4)
Hyperinflation impacts - - (0.5) - - - (0.5)
At 31 December 2025 - (1.3) (80.2) (4.1) (1.0) (60.9) (147.5)
Net book value
At 31 December 2025 48.5 1.6 465.5 4.2 - 8.3 528.1
At 31 December 2024 44.9 1.6 469.1 4.9 - 10.9 531.4
Impairment
The Group tests goodwill, irrespective of any indicators, at least annually
for impairment. All other intangible assets are tested for impairment where
there is an impairment indicator.
If any such indication exists, then the CGU's recoverable amount is estimated.
For goodwill, the recoverable amount of the related operating segments is
estimated each year as further described below.
The carrying value of goodwill at 31 December was as follows:
2025 2024
US$m
US$m
Middle East & North Africa 16.6 16.6
East & West Africa 17.6 14.6
Central & Southern Africa 14.3 13.7
Total1 48.5 44.9
1 Movements year-on-year relate to foreign exchange and hyperinflation
impacts.
The recoverable amount is determined based on a value in use calculation using
cash flow projections for the next five years from financial budgets approved
by the Board of Directors, which incorporates climate considerations.
Key assumptions used in value in use calculations
- number of additional colocation tenants added to towers in future periods.
These are based on estimates of the number of tower opportunities in the
relevant markets and the expected growth in these markets;
- discount rate;
- long-term growth rate; and
- operating cost and capital expenditure requirements.
Discount rates are pre‑tax and reflect the current market assessment of the
time value of money, as well as the risks specific to the CGUs. They are
informed by historical performance and observable market inputs, including
industry‑specific risk factors. For 2025, the Group applied a discount rate
of 9.9% (2024: 11.0%) in Middle East and North Africa, 10.7% (2024: 11.7%) in
East and West Africa, and 11.6% (2024: 14.0%) in Central and Southern Africa.
A long‑term growth rate of 2.0% (2024: 2.0%) has been applied consistently
across all markets, reflecting management's expectations of stable long‑term
sector performance and is consistent with past experience.
Operating cost and capital expenditure requirements reflect management's
expectations over the five year budgeted period. These assumptions are derived
from historical performance, contractual obligations and operational plans
approved by the Board.
Following the goodwill impairment testing, there was sufficient headroom
across all CGUs and no impairments were recognised. Furthermore, no
assumptions were identified where a reasonably possible change in the
assumption used for 2025 would give rise to an impairment.
12. Property, plant and equipment
IT equipment Fixtures Motor vehicles Site assets Land Leasehold Total
US$m
and fittings
US$m
US$m
US$m
improvements
US$m
US$m
US$m
Cost
At 1 January 2024 8.7 2.0 5.8 2,019.3 6.4 3.6 2,045.8
Additions 0.3 3.4 1.5 171.7 - 0.7 177.6
Disposals (1.2) (1.9) - (25.7) - (1.7) (30.5)
Effects of foreign currency exchange differences (0.1) - (0.1) (66.8) (0.1) - (67.1)
Hyperinflation impacts 0.1 - 0.2 91.3 - 0.1 91.7
At 31 December 2024 7.8 3.5 7.4 2,189.8 6.3 2.7 2,217.5
Additions 1.6 0.3 2.3 176.5 - - 180.7
Disposals - - (0.1) (2.1) - - (2.2)
Effects of foreign currency exchange differences (1.2) 0.5 0.9 237.1 (1.1) 0.1 236.3
Hyperinflation impacts - - 0.3 73.0 - - 73.3
At 31 December 2025 8.2 4.3 10.8 2,674.3 5.2 2.8 2,705.6
Depreciation
At 1 January 2024 (8.6) (1.9) (4.6) (1,108.7) (0.4) (3.3) (1,127.5)
Charge for the year (0.2) (0.4) (0.6) (111.9) - (0.2) (113.3)
Disposals 1.6 0.4 - 21.3 - 1.7 25.0
Effects of foreign currency exchange differences 0.1 - 0.1 34.2 - - 34.4
Hyperinflation impacts (0.1) - (0.1) (54.9) - - (55.1)
At 31 December 2024 (7.2) (1.9) (5.2) (1,220.0) (0.4) (1.8) (1,236.5)
Charge for the year (0.3) (0.7) (1.3) (112.1) - (0.3) (114.7)
Disposals - - 0.1 2.1 - - 2.2
Effects of foreign currency exchange differences (0.4) (0.2) (0.8) (210.1) 0.4 (0.1) (211.2)
Hyperinflation impacts - - (0.2) (40.3) - - (40.5)
At 31 December 2025 (7.9) (2.8) (7.4) (1,580.4) - (2.2) (1,600.7)
Net book value
At 31 December 2025 0.3 1.5 3.4 1,093.9 5.2 0.6 1,104.9
At 31 December 2024 0.6 1.6 2.2 969.8 5.9 0.9 981.0
At 31 December 2025, the Group had US$163.0 million (2024: US$116.6 million)
of expenditure recognised in the carrying amount of items of site assets that
were in the course of construction. On completion of the construction, they
will remain within the site assets balance, and depreciation will commence
when the assets are available for use. Additions to CWIP during 2025 were
US$192.1 million (2024: US$168.5 million) and CWIP capitalised during 2025 was
US$120.4 million (2024: US$201.7 million).
13. Right-of-use assets
Land Buildings Motor Total
US$m
US$m
vehicles
US$m
US$m
Cost
At 1 January 2024 327.0 26.9 1.3 355.2
Additions 19.5 1.1 - 20.6
Disposals (3.8) (9.4) (1.1) (14.3)
Effects of foreign currency exchange differences (2.8) (0.1) - (2.9)
Hyperinflation impacts 1.0 0.5 - 1.5
At 31 December 2024 340.9 19.0 0.2 360.1
Additions 26.6 0.5 0.5 27.6
Disposals (5.0) (0.9) (0.1) (6.0)
Effects of foreign currency exchange differences 8.2 0.9 - 9.1
Hyperinflation impacts 3.5 0.1 - 3.6
At 31 December 2025 374.2 19.6 0.6 394.4
Depreciation
At 1 January 2024 (89.6) (11.0) (0.6) (101.2)
Charge for the year (21.5) (4.2) (0.2) (25.9)
Disposals 3.8 7.6 0.8 12.2
Effects of foreign currency exchange differences (1.0) (0.6) 0.1 (1.5)
Hyperinflation impacts 3.2 0.2 (0.2) 3.2
At 31 December 2024 (105.1) (8.0) (0.1) (113.2)
Charge for the year (22.5) (2.6) (0.4) (25.5)
Disposals 4.9 1.1 0.1 6.1
Effects of foreign currency exchange differences (2.8) (0.4) - (3.2)
Hyperinflation impacts (1.6) (0.1) - (1.7)
At 31 December 2025 (127.1) (10.0) (0.4) (137.5)
Net book value
At 31 December 2025 247.1 9.6 0.2 256.9
At 31 December 2024 235.8 11.0 0.1 246.9
14. Inventories
2025 2024
US$m
US$m
Inventories 12.9 10.0
Inventories are primarily made up of fuel stocks of US$12.9 million (2024:
US$9.9 million) and raw materials of US$nil (2024: US$0.1 million). The impact
of inventories recognised as an expense during the year in respect of
continuing operations was US$119.8 million (2024: US$131.0 million).
15. Trade and other receivables
2025 2024
US$m
US$m
Trade receivables 157.9 179.8
Loss allowance (7.1) (6.9)
150.8 172.9
Contract Assets 107.5 80.3
Sundry Receivables 38.7 29.1
VAT and withholding tax receivable 24.7 23.0
321.7 305.3
Loss allowance 2025 2024
US$m
US$m
Balance brought forward (6.9) (5.4)
Amounts written off/derecognised - -
Net remeasurement of loss allowance (0.3) (1.5)
Unused amounts reversed 0.1 -
(7.1) (6.9)
The Group measures the loss allowance for trade receivables, trade receivables
from related parties, contract assets, and other receivables at an amount
equal to lifetime expected credit losses (ECL). The ECL on trade receivables
are estimated using a provision matrix by reference to past default experience
of the debtor and an analysis of the debtor's current financial position,
adjusted for factors that are specific to the debtors, general economic
conditions of the industry in which the debtors operate and an assessment of
both the current as well as the forecast direction of conditions at the
reporting date. Loss allowance expense is included within cost of sales in the
Consolidated Income Statement.
Additional detail on provision for ECL can be found in Note 26.
There has been no change in the estimation techniques or significant
assumptions made during the current reporting period. Interest can be charged
on past due debtors. The normal credit period of services is 30 days.
The increase in the loss allowance from US$6.9 million to US$7.1 million
during the year reflects the timing of cash collection of certain trade
receivable balances at year end. There were no material write-offs or changes
in estimation techniques during the period. US$31.6 million of new contract
assets were recognised in the year, and US$58.8 million of contract assets at
31 December 2024 were recovered from customers.
Of the gross trade receivables balance at 31 December 2025, 94.0% (2024:
99.4%) is due from large multinational MNOs. The loss allowance attributable
to these customers was US$3.0 million (2024: US$2.4 million), which is 42.3%
(2024: 34.4%) of total loss allowance. The Group does not hold any collateral
or other credit enhancements over these balances, nor does it have a legal
right to offset against any amounts owed by the Group to the counterparty.
Debtor days
The Group calculates debtor days as set out in the table below. It considers
its most relevant customer receivables exposure on a given reporting date to
be the amount of receivables due in relation to the revenue that has been
reported up to that date. It therefore defines its net receivables as the
total trade receivables and accrued revenue, less loss allowance and deferred
income that has not yet been settled.
2025 2024
US$m
US$m
Trade receivables 157.9 179.8
Accrued revenue1 18.2 7.0
Less: Loss allowance (7.1) (6.9)
Less: Deferred income2, 3 (53.3) (74.5)
Net receivables 115.7 105.4
Revenue 854.1 792.0
Debtor days 49 49
1 Reported within contract assets.
2 Deferred income, as per Note 19, has been adjusted for US$61.1 million
(2024: US$39.9 million) in respect of amounts settled by customers at the
balance sheet date and US$33.8 million (2024: US$50 million) netted against
contract assets.
3 Deferred income movement is mainly due to timing differences.
In determining the recoverability of a trade receivable, the Group considers
any change in the credit quality of the trade receivable from the date credit
was initially granted up to the reporting date. The Directors consider that
the carrying amount of trade and other receivables is approximately equal to
their fair value.
At 31 December 2025, US$46.8 million (2024: US$18.8 million) of services had
been provided to customers, which had yet to meet the Group's probability
criterion for revenue recognition under the Group's accounting policies.
Revenue for these services will be recognised in the future as and when all
recognition criteria are met.
16. Prepayments
2025 2024
US$m
US$m
Prepayments 38.6 36.9
Prepayments primarily comprise advance payments to suppliers.
17. Cash and cash equivalents
2025 2024
US$m
US$m
Bank balances 217.3 161.0
Cash and cash equivalents comprise cash at bank and in hand.
18. Share capital and share premium
2025 2024
Number US$m Number US$m
of shares
of shares
(million)
(million)
Authorised, issued and fully paid ordinary shares 1,044.2 13.4 1,052.7 13.5
of £0.01 each
1,044.2 13.4 1,052.7 13.5
The share capital of the Group is represented by the share capital of the
Company, Helios Towers plc. During the year ended 31 December 2025, the
Company repurchased its own ordinary shares as part of a capital management
programme aimed at optimising the capital structure and returning value to
shareholders. The number of shares repurchased was 11.35 million at an average
share price of £1.58 (US$2.09).
Repurchased shares are recognised as treasury shares and presented as a
deduction from equity. No gain or loss is recognised in profit or loss on
purchase, sale, issue or cancellation of these shares. Transaction costs
directly attributable to the buyback are deducted from equity, and the buyback
was funded from available cash resources and is presented as a financing
activity in the statement of cash flows. Treasury shares carry no voting
rights and do not qualify for dividends until reissued or cancelled.
On 28 March 2025, the Company issued 2.8 million new ordinary shares in the
capital of the Company to the EBT to satisfy the vesting of share-based
awards. The shares were issued at nominal value, creating no share premium.
On 8 March 2024, the Company issued 2.2 million new ordinary shares in the
capital of the Company to the Employee Benefit Trust to satisfy the vesting of
share-based awards. The shares were issued at nominal value, creating no share
premium.
The treasury shares represent the cost of shares in Helios Towers plc issued
by the Company and held by the Helios Towers plc EBT to satisfy options under
the Group Share options plan. Treasury shares held by the Group are
13,467,750, including repurchased (and settled) shares (2024: 2,005,178).
Share-based payment expense for 2025 was US$7.1 million (2024: US$4.7
million), of which US$5.6 million (2024: US$4.6 million) was recognised in the
share-based payment reserve (see page 147).
19. Trade and other payables
2025 2024
US$m
US$m
Trade payables 46.7 37.9
Deferred income 80.6 64.4
Deferred consideration 9.2 29.3
Accruals 182.5 123.5
VAT, withholding tax, and other taxes payable 65.4 53.9
384.4 309.0
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 32 days (2024: 28 days). Payable days are calculated as trade
payables and payables to related parties, divided by cost of sales plus
capital expenditure and administration expenses less staff costs and
depreciation and amortisation. No interest is charged on trade payables. The
Group has financial risk management policies in place to ensure that all
payables are paid within the pre-agreed credit terms.
Deferred income primarily relates to service revenue, that is billed in
advance. The Group recognised revenue of US$114.4 million (2024: US$60.6
million) from contract liabilities held on the balance sheet at the start of
the financial year. Contract liabilities are presented as deferred income in
the table above.
Deferred consideration relates to contractually agreed consideration withheld
at the date assets were acquired. However, this would become payable at a
future point in time or earlier if the seller met certain conditions.
Accruals consist of general operational accruals, accrued capital items, and
goods received but not yet invoiced. The Directors consider the carrying
amount of trade payables approximates to their fair value due to their
short-term nature.
20. Loans
2025 2024
US$m
US$m
Loans and bonds 1,721.5 1,698.1
Bank overdraft 34.5 23.2
Total loans and bonds 1,756.0 1,721.3
Current 51.3 39.9
Non-current 1,704.7 1,681.4
1,756.0 1,721.3
Loans are classified as financial liabilities and measured at amortised cost.
During the year, the Group repurchased US$120.0 million of the US$300.0
million convertible bonds (equity component US$52.7 million). The difference
between the consideration paid and the carrying amount of the liability
component of the bonds derecognised has been recognised in the Consolidated
Income Statement under other gains and losses as a loss of US$5.9 million. The
associated proportion of the equity component has been transferred within
equity. Following the repurchase, the remaining principal amount of the
Group's convertible bonds outstanding as at 31 December 2025 is US$180.0
million.
Oman Tech Infrastructure SAOC converted 50% of the outstanding principal
amount of its term facility A from USD to OMR denomination.
In 2024, the Group issued US$850.0 million 7.500% senior notes due 2029. The
proceeds were used to wholly repurchase, or otherwise redeem, its existing
2025 senior notes and prepay and cancel certain operating company facilities,
in addition to partially prepaying amounts drawn under its Group term
facilities.
The following table provides a breakdown of the Group's debt instruments
including currency, maturity, size and drawn amounts.
At December 2025 At December 2024
Loan Maturity Facility US$m Drawn US$m Facility US$m Drawn US$m
Senior notes (USD) 2029 850.0 850.0 850.0 850.0
Convertible bond1 (USD) 2027 148.4 148.4 247.3 247.3
Term Facility A (USD) 2028 64.0 64.0 64.0 64.0
Term Facility B (USD) 2028 120.0 120.0 120.0 -
Term Facility C (USD) 2028 261.0 261.0 261.0 261.0
Revolving Credit Facility (USD) 2028 90.0 - 90.0 -
Oman Facility A (USD/OMR) 2035 174.8 174.8 187.8 187.8
Oman Facility B (OMR) 2035 40.0 29.9 40.0 14.8
Revolving Credit Facility (OMR) Annual 20.0 - 20.0 -
Minority SHL Oman (USD) 2032 45.5 42.5 45.5 42.5
Minority SHL Malawi (MWK) 2032 8.0 8.0 6.2 6.0
Bank Overdraft (USD) Quarterly 44.0 34.5 44.0 23.2
Taxes, issue costs and other2 - 22.9 - 24.7
Total 1,756.0 1,721.3
1 Total facility is US$180.0 million (2024: US$300.0 million). The equity
reserve component is US$31.6 million (2024: US$52.7 million).
2 Taxes are withholding taxes on interest.
21. Lease liabilities
2025 2024
US$m
US$m
Short-term lease liabilities
Land 31.8 31.1
Buildings 2.5 2.1
Motor vehicles 0.2 -
34.5 33.2
2025 2024
US$m
US$m
Long-term lease liabilities
Land 192.0 181.6
Buildings 8.6 8.9
Motor vehicles - -
200.6 190.5
The below undiscounted cash flows do not include escalations based on CPI or
other indexes, which change over time. Renewal options are considered on a
case-by-case basis, with judgements around the lease term being based on
management's contractual rights and their current intentions. Refer to Note 13
for the Group's right-of-use assets.
The total cash paid on leases in the year was US$46.2 million (2024: US$47.7
million), which includes principal and interest.
The profile of the outstanding undiscounted contractual payments fall due as
follows:
Within 1 year 1-5 years 5-10 years 10+ years Total
US$m
US$m
US$m
US$m
US$m
31 December 2025 43.9 144.8 154.4 371.8 714.9
31 December 2024 42.7 135.6 135.4 344.5 658.2
22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of
the reporting period. This is total revenue that is contractually due to the
Group, subject to the performance of the obligation of the Group related to
these revenues. Management refers to this as contracted revenue.
2025 2024
US$m
US$m
Total contracted revenue 5,345.6 5,114.7
Contracted revenue
The following table provides our total undiscounted contracted revenue by
country as at 31 December 2025 for each year from 2026 to 2030, with local
currency amounts converted at the applicable average rate for US Dollars for
the year ended 31 December 2025 held constant. Our contracted revenue
calculation for each year presented assumes:
- no escalation in fee rates;
- no increases in sites or tenancies other than our committed tenancies;
- our customers do not utilise any cancellation allowances set forth in their
MLAs;
- no termination of existing customer MLAs prior to their current term; and
- no automatic renewal.
As at 31 December 2025, total contracted revenue was US$5.3 billion (2024:
US$5.1 billion), with an average remaining life of 6.6 years (2024: 6.9
years).
Year ended 31 December
(US$m) 2026 2027 2028 2029 2030
Middle East & North Africa 61.6 61.7 61.7 61.7 61.7
East & West Africa 297.8 281.3 281.3 278.1 266.7
Central & Southern Africa 372 347.8 340.9 293.1 264.2
Total 731.4 690.8 683.9 632.9 592.6
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this Note. Key management personnel comprise Executive and Non-Executive
Directors of Helios Towers plc. Compensation of key management personnel is
disclosed in Note 7.
There were no other related party transactions during the financial year.
24. Other gains and (losses)
2025 2024
US$m
US$m
Fair value gain on embedded derivative financial instruments 5.4 0.3
Net monetary gain on hyperinflation 12.4 16.9
Fair value movement on forward contracts - (0.1)
Unamortised costs relating to repurchase of convertible bonds (5.9) -
11.9 17.1
Further detail can be found in Note 26 and 2a in respect of hyperinflation.
25. Share-based payments
Pre-IPO LTIP
Ahead of the IPO, certain Directors, former Directors, Senior Managers and
employees of the Group were granted nil-cost options in respect of shares up
to an aggregate value of US$10 million, based on an offer price of £1.15 and
a US Dollar to pounds Sterling conversion rate of US$1:£0.7948 (the HT LTIP).
The Company issued 6,557,668 shares to the trustee of the Trust (or as it
directs) immediately prior to IPO in order to satisfy future settlement of
awards under the HT LTIP and nil-cost options under the HT MIPs. The Trust is
consolidated into the Group.
These options became exercisable in tranches over a three-year period
post-IPO. The award participants were entitled to exercise some of the share
options on IPO. All remaining vested options were exercised during the
financial year ended 31 December 2025.
Number of options 2025 2024
As at 1 January 481,487 522,053
Granted during the year - -
Exercised during the year (481,487) (40,566)
Forfeited during the year - -
As at 31 December - 481,487
Of which:
Vested and exercisable - 481,487
Unvested - -
Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a
probability-weighted expected returns methodology, which is an appropriate
future-orientated approach when considering the fair value of options/shares
that have no intrinsic value at the time of issue. In this case, the expected
future returns were estimated by reference to the expected proceeds
attributable to the underlying shares at IPO, as provided by management,
including adjustments for expected net debt, transaction costs and priority
returns to other shareholders. This is then discounted into present-value
terms, adopting an appropriate discount rate. The capital asset pricing
methodology was used when considering an appropriate discount rate to apply to
the pay-out expected to accrue to the share awards on realisation.
Key assumptions:
- expected exit dates 0 to 4 years;
- probability weightings up to 25%;
- expected range of exit multiples up to 10.0x;
- expected forecast Adjusted EBITDA across two scenarios (management
case and downside case) and respective probability weightings;
- estimated proceeds per share; and
- hurdle per share up to US$1.25.
The Group has in place one adopted discretionary share plan called the Helios
Towers plc Employee Incentive Plan 2019 (the EIP), the details of which are
set out in this Note.
Employee Incentive Plan
Following admission to the London Stock Exchange, the Company has adopted a
discretionary share plan called the Helios Towers plc EIP 2019. The EIP is
designed to provide long-term incentives for senior managers and above
(including Executive Directors) to deliver long-term shareholder returns.
Participation in the plan is at the Remuneration Committee's discretion, and
no individual has a contractual right to participate in the plan or to receive
any guaranteed benefits. Shares received under the scheme by Executive
Directors will be subject to a two-year post-vesting holding period. In all
other respects, the shares rank equally with other fully paid ordinary shares
on issue.
The Group has granted LTIP awards under the EIP to the Executive Directors and
selected key personnel. The equity settled awards comprise separate tranches,
which vest depending upon the achievement of the following performance targets
over a three-year period:
- relative TSR tranche;
- adjusted EBITDA tranche;
- ROIC tranche; and
- impact scorecard tranche (introduced in 2023).
Set out below are summaries of options granted under the EIP.
2025 2024
Number
Number
of options
of options
As at 1 January 27,305,780 16,565,765
Granted during the year 11,620,188 14,410,164
Lapsed during the year (1,417,511) (1,203,386)
Exercised during the year (1,146,487) (1,207,928)
Forfeited during the year (2,090,350) (1,258,835)
As at 31 December 34,271,620 27,305,780
Vested and exercisable at 31 December 2,616,501 1,441,907
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2025
financial year in respect of the EIP was US$5.6 million (2024: US$3.7
million). All share options outstanding as at 31 December 2025 have a weighted
average remaining contractual life of 8.4 years (2024: 8.4 years).
The fair value at grant date is independently determined using the Monte Carlo
model.
Key assumptions used in valuing the share-based payment charge are as follows:
2023 LTIP award
Relative Adjusted EBITDA ROIC Impact Scorecard
TSR
per share
Grant date 17-May-23 17-May-23 17-May-23 17-May-23
Share price at grant date £0.918 £0.918 £0.918 £0.918
Fair value as a percentage of the grant price 42.0% 100.0% 100.0% 100.0%
TSR projection period 2.63 n/a n/a n/a
Expected life from grant date (years) 2.87 2.87 2.87 2.87
Volatility 38.3% n/a n/a n/a
Risk-free rate of interest 3.9% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 33.9% n/a n/a n/a
Average FTSE 250 correlation 25.5% n/a n/a n/a
Fair value per share £0.385 £0.918 £0.918 £0.918
2024 LTIP award
Relative Adjusted ROIC Impact Scorecard
TSR
EBITDA
per share
Grant date 2-May-24 2-May-24 2-May-24 2-May-24
Share price at grant date £1.022 £1.022 £1.022 £1.022
Fair value as a percentage of the grant price 76.0% 100.0% 100.0% 100.0%
TSR projection period 2.66 n/a n/a n/a
Expected life from grant date (years) 2.91 2.91 2.91 2.91
Volatility 42.0% n/a n/a n/a
Risk-free rate of interest 4.3% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 34.0% n/a n/a n/a
Average FTSE 250 correlation 27.0% n/a n/a n/a
Fair value per share £0.780 £1.022 £1.022 £1.022
2025 LTIP Award
Relative Adjusted EBITDA ROIC Impact Scorecard
TSR
per share
Grant date 15−May−25 15−May−25 15−May−25 15−May−25
Share price at grant date £1.128 £1.128 £1.128 £1.128
Fair value as a percentage of the grant price 67.0% 100.0% 100.0% 100.0%
TSR projection period 2.63 n/a n/a n/a
Expected life from grant date (years) 2.88 2.88 2.88 2.88
Volatility 38.0% n/a n/a n/a
Risk-free rate of interest 3.8% n/a n/a n/a
Dividend yield n/a n/a n/a n/a
Average FTSE 250 volatility 31.0% n/a n/a n/a
Average FTSE 250 correlation 24.0% n/a n/a n/a
Fair value per share £0.756 £1.128 £1.128 £1.128
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021
AGM. In 2021, the Board granted inaugural 'HT SharingPlan' Restricted Stock
Unit (RSU) awards under the HT Global Share Purchase Plan rules. Each employee
was granted a 2021 award with a three-year vesting period. The Board also
granted similar awards in 2022, 2023, 2024 and 2025, again with a three-year
vesting period.
All employees were granted awards of equal value and on the same terms. The
vesting of the awards is subject to continued employment with the Group.
2025 2024
Number
Number
of RSUs
of RSUs
As at 1 January 3,955,393 3,265,037
Granted during the year 1,891,994 1,480,813
Forfeited during the year (321,653) (283,488)
Vested during the year (1,044,304) (506,969)
As at 31 December 4,481,430 3,955,393
Deferred bonuses
2025 2024
As at 1 January 190,342 85,755
Granted during the year 124,173 141,170
Forfeited during the year - -
Vested during the year (49,172) (36,583)
As at 31 December 265,343 190,342
26. Financial instruments
In June 2024, the Group wholly repurchased, or otherwise redeemed, its 7.000%
Senior Notes 2025, of which US$650.0 million was outstanding at the time,
using proceeds from its US$850.0 million 7.500% Senior Notes 2029 issuance.
Both bonds had put and call options embedded within the terms of the Senior
Notes. The asset associated with the 2025 Notes was settled when the bonds
were repurchased, or otherwise redeemed, and the fair value of the new
derivative, associated with the 2029 Notes, was recognised as outlined below.
The derivatives value at the balance sheet date is the net of the fair values
of the derivative financial assets and the derivative financial liabilities.
The asset element represents the fair value of the put and call options
embedded within the terms of the 7.500% Senior Notes 2029. The call options
give the Group the right to redeem the Senior Notes instruments at a date
prior to the maturity date (4 June 2029), in certain circumstances and at a
premium over the initial notional amount. The put option provides the holders
with the right (and the Group with an obligation) to settle the Senior Notes
before their redemption date in the event of a change in control resulting in
a rating downgrade (as defined in the terms of the Senior Notes, which also
includes a major asset sale), and at a premium over the initial notional
amount. The liability at the balance sheet date represents the fair value of
the cash flow hedge reserve entered in 2023, to hedge against foreign currency
risk. The fair value of the cash flow hedge reserve will continue to reduce as
the Group approaches the maturity date. Further detail can be found in Note
26f.
Fair value measurements
The Group's financial derivatives are measured at fair value at the end of
each reporting period. The information set out below provides data about how
the fair values of these financial assets and financial liabilities are
determined (in particular, the valuation technique(s) and inputs used).
For those financial instruments measured at fair value, the Group has
categorised them into a three-level fair value hierarchy based on the priority
of the inputs to the valuation technique in accordance with IFRS 13. The
hierarchy gives the highest priority to quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). If the inputs used to measure fair value fall
within different levels of the hierarchy, the category level is based on the
lowest priority level input that is significant to the fair value measurement
of the instrument in its entirety. There are no financial instruments that
have been categorised as Level 1. There were no transfers between the levels
in the year. Further information with regards to fair value measurements of
derivatives can be found at Note 26e.
The table below provides analysis of financial instruments carried at fair
value, by the valuation method.
2025 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
US$m
US$m
US$m
US$m
US$m
US$m
Derivative financial assets - - 18.9 - - 13.5
Assets - - 18.9 - - 13.5
Derivative financial liabilities - (10.8) - - (5.8) -
Liabilities - (10.8) - - (5.8) -
Total - (10.8) 18.9 - (5.8) 13.5
Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity balance. The
capital structure of the Group consists of debt, which includes borrowings
disclosed in Notes 20 and 21, cash and cash equivalents and equity
attributable to equity holders of the Company, comprising issued capital,
reserves and retained earnings as disclosed in the Consolidated Statement of
Changes in Equity. The Group's net leverage has reduced from 4.0x to 3.4x over
the last 12 months, and the Group has aspirations to reduce this further. See
page 59 for further detail.
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the
year-end is as follows:
2025 2024
US$m
US$m
Debt (net of issue costs) 1,991.1 1,945.0
Less: cash and cash equivalents (217.3) (161.0)
Net debt 1,773.8 1,784.0
Equity attributable to the owners 40.3 4.7
Non-controlling interests 36.1 31.2
Gearing ratio 23.2x 49.7x
Debt is defined as long-term and short-term loans and lease liabilities, as
detailed in Notes 20 and 21 respectively.
Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.
Categories of financial instruments
2025 2024
US$m
US$m
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents 217.3 161.0
Trade and other receivables 297.0 282.3
514.3 443.3
Fair value through profit or loss:
Derivative financial assets 18.9 13.5
533.2 456.8
Financial liabilities
Amortised cost:
Trade and other payables1 238.4 190.7
Bank overdraft 34.5 23.2
Lease liabilities 235.1 223.7
Loans 1,721.5 1,698.1
Minority interest buyout 12.3 4.2
2,241.8 2,139.9
Fair value through other comprehensive income:
Derivative financial liabilities 10.8 5.8
2,252.6 2,145.7
1 Deferred consideration of US$29.5 million (2024: US$29.3 million) is
included within the trade and other payables balance.
As at 31 December 2025 and 31 December 2024, the Group had no cash pledged as
collateral for financial liabilities. The Directors estimate the amortised
cost of cash and cash equivalents is approximate to fair value. The US$850.0
million bond maturing in 2029 had a carrying value of US$844.3 million at 31
December 2025 (2024: US$841.9 million) and a fair value of US$878.4 million
(2024: US$866.7 million). The US$300.0 million convertible bond maturing in
2027 had a carrying value of US$180.0 million at 31 December 2025 (2024:
US$300.0 million) and a fair value of US$184.3 million (2024: US$262.1
million). At 31 December 2025, the fair value of the cash flow hedge
derivatives held by the Group was US$10.8 million (2024: US$5.8 million). The
Directors estimate the amortised cost of other loans and borrowings is
approximate to fair value.
Financial risk management objectives and policies
The Group's Finance function provides services to the business, coordinates
access to domestic and international financial markets, and monitors and
manages the financial risks relating to the operations of the Group through
internal risk reports, which analyse exposures by degree and magnitude of
risks. These risks include market risk (including currency risk, fair value
interest rate risk and price risk), credit risk, liquidity risk and cash flow
interest rate risk.
The Group's overall financial risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. The Group's senior management
oversees the management of these risks.
The Finance function is supported by the Group's senior management, which
advises on financial risks and the appropriate financial risk governance
framework for the Group. Key financial risks and exposures are monitored
through a monthly report to the Board of Directors, together with an annual
Board review of corporate treasury matters.
Financial risk
The principal financial risks to which the Group is exposed through its
activities are risks of changes in foreign currency exchange rates and
interest rates.
Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group
borrow funds at both fixed and floating interest rates. The risk is managed by
the Group by maintaining an appropriate mix between fixed and floating rate
borrowings and utilising interest rate swaps. At 31 December 2025, an increase
in 100 basis points would decrease derivative financial liabilities and equity
by US$11.8 million, whilst a decrease of 100 basis points would result in an
increase of US$12.4 million. If interest rates had been 100 basis points
higher/lower, with all other variables held constant, the impact on profit or
loss for the year would have been an increase/decrease of US$2.7 million,
mainly as a result of changes in interest expense on variable rate borrowings.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies;
consequently, exposures to exchange rate fluctuations arise. The Group's main
currency exposures were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA),
Tanzanian Shilling (TZS), Central African Franc (XAF), South African Rand
(ZAR), Malawian Kwacha (MWK), and Omani Rial (OMR) through its main operating
subsidiaries. The Group has exposure to Sterling (GBP) fluctuations on its
financial assets and liabilities; however, this is not considered material.
The carrying amounts of the Group's foreign currency-denominated monetary
assets and monetary liabilities at the reporting date are as follows:
Assets Liabilities
2025 2024 2025 2024
US$m
US$m
US$m
US$m
New Ghanaian Cedi 11.1 17.2 27.2 19.7
Malagasy Ariary 13.0 13.4 21.6 10.6
Tanzanian Shilling 55.7 100.2 116.4 101.0
South African Rand 1.1 3.1 21.2 12.7
Central African Franc 43.8 41.4 82.0 65.9
Malawian Kwacha 27.9 13.4 25.3 16.7
Omani Rial 48.2 45.3 103.0 89.5
200.8 234.0 396.7 316.1
a. Foreign currency sensitivity analysis
The following table details the Group's sensitivity to foreign exchange risk.
The percentage movement applied to the currency, for each period presented, is
based on the average movements in the previous three annual reporting periods
of the US Dollar against the GHS, XAF, TZS, MGA, ZAR and MWK. The sensitivity
analysis includes only outstanding foreign currency-denominated monetary items
and adjusts their translation at the year-end for a change in foreign currency
rates. A positive number below indicates an increase in profit and other
equity where US Dollar weakens against the GHS, XAF, TZS, ZAR, MWK or OMR. For
a strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there
would be an equal and opposite effect on the profit and other equity, on the
basis that all other variables remain constant.
Impact on profit or loss
2025 2024
US$m
US$m
New Ghanaian Cedi 0.5 (0.9)
Malagasy Ariary (0.1) 0.2
Tanzanian Shilling (1.2) -
South African Rand 0.2 (0.5)
Central African Franc 1.2 (0.7)
Malawian Kwacha 0.5 (0.9)
Omani Rial (Pegged to USD) - -
This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS,
ZAR, MWK and OMR receivables and payables in the Group at the reporting date.
The amounts above generally correspond with the functional currency of the
relevant subsidiary, and the foreign currency exposures are therefore
reflected in the Group's translation reserve.
The above sensitivities do not address the translation effects within equity
of consolidating non-US Dollar-denominated subsidiaries into the Group's US
Dollar presentation currency, nor do they include the effects of foreign
currency retranslation of intragroup balances, which eliminate on
consolidation and therefore have no impact on equity, but nonetheless give
rise to foreign exchange differences within the Group's comprehensive income
(see Note 9).
Credit risk management
Credit risk refers to the risk that a counterparty will default on its
contractual obligations, resulting in financial loss to the Group. Default
does not occur later than when a financial asset is 90 days past due (unless
the Group has reasonable and supportable information to demonstrate that a
more lagging default criterion is more appropriate). Write-off happens at
least a year after a financial asset has become credit impaired and when
management does not have any reasonable expectations to recover the asset.
Assets written off may still be subject to ongoing enforcement activitiy where
the Group continues to pursue recovery.
Expected credit losses are assessed on a collective basis for groups of trade
receivables that share similar credit-risk characteristics, primarily customer
type and ageing profile. Significant balances with major customers are
assessed individually.
The Group has adopted a policy of only dealing with creditworthy
counterparties, as a means of mitigating the risk of financial loss from
defaults. In addition, we invoice certain customers in advance of services
being provided, which is recorded as deferred income until the services have
been provided. The Group uses publicly available financial information and
other information provided by the counterparty (where appropriate) to deliver
a credit rating for its major customers. As at 31 December 2025, the Group has
a concentration risk with regards to four of its largest customers.
The Group's exposure and the credit ratings of its counterparties and related
parties are continuously monitored, and the aggregate value of credit risk
within the business is spread among a number of approved counterparties.
Credit exposure is controlled by counterparty limits that are reviewed and
approved by management. The carrying amount of the financial assets recorded
in the Financial Statements, which is net of impairment losses, represents the
Group's exposure to credit risk.
The Group uses the IFRS 9 ECL model to measure loss allowances at an amount
equal to their lifetime ECL. The loss allowance on trade receivables
represents the expected losses due to non-payment of amounts due from
customers.
In order to minimise credit risk, the Group has categorised exposures
according to their degree of risk of default. The use of a provision matrix is
based on a range of qualitative and quantitative factors, based on the Group's
historical experience, forward-looking macroeconomic data and informed credit
assessments, that are deemed to be indicative of risk of default, and range
from 1 (lowest risk of irrecoverability) to 5 (greatest risk of
irrecoverability).
The below table shows the Group's trade and other receivables balance and
associated loss allowances in each Group credit rating category.
31 December 2025 31 December 2024
Group Rating Risk Level Gross Loss Net Gross Loss Net
exposure
allowance
exposure
exposure
allowance
exposure
US$m
US$m
US$m
US$m
US$m
US$m
1 Remote risk 233.2 (0.6) 232.6 238.5 (1.9) 236.6
2 Low risk 53.3 (2.7) 50.6 30.6 (1.1) 29.5
3 Medium risk 0.1 (0.0) 0.1 0.2 0.0 0.2
4 High risk 17.0 (3.5) 13.5 18.7 (3.2) 15.5
5 Risk of loss 0.4 (0.3) 0.1 1.2 (0.7) 0.5
Total 304.0 (7.1) 297.0 289.2 (6.9) 282.3
In respect to cash and cash equivalents, the Group believes that credit risk
is not significant on the basis that cash balances are held with creditworthy
counterparties. These are reviewed on a periodic basis.
b. Liquidity risk management
The Group has long-term debt financing through Senior Loan Notes of US$850.0
million due for repayment in December 2029 and other debt as disclosed in Note
20. The Group has a revolving credit facility of US$90.0 million for funding
general corporate and working capital needs. As at 31 December 2025, the
facility was undrawn. This facility is available until December 2028. The
Group has remained compliant during the year to 31 December 2025, with all the
covenants contained in the Senior Credit facility. Please refer to Note 20 for
further information in relation to debt facilities.
Ultimate responsibility for liquidity risk management rests with the Board.
The Group manages liquidity risk by maintaining adequate reserves of liquid
funds and banking facilities and continuously monitoring forecast and actual
cash flows including consideration of appropriate sensitivities.
c. Non-derivative financial liabilities
The following tables detail the Group's remaining contractual maturity for its
non-derivative financial liabilities. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest
date on which the Group can be required to pay.
The table below includes principal and interest cash flows. The prior year
figures stated did not include interest.
Within 1 year 1-2 years 2-5 years 5+ years Total
US$m
US$m
US$m
US$m
US$m
31 December 2025
Non-interest bearing 238.4 - - - 238.4
Fixed interest rate instruments 153.8 364.2 1,116.8 434.7 2,069.5
Variable interest rate instruments 62.0 63.7 558.1 147.7 831.5
454.2 427.9 1,674.9 582.4 3,139.4
31 December 2024
Non-interest bearing 190.7 - - - 190.7
Fixed interest rate instruments 144.0 117.9 1,371.0 548.9 2,181.8
Variable interest rate instruments 60.1 59.3 467.9 176.6 763.9
394.8 177.2 1,838.9 725.5 3,136.4
d. Non-derivative financial assets
The following tables detail the Group's expected maturity for other
non-derivative financial assets. The table below has been drawn up based on
the undiscounted contractual maturities of the financial assets, except where
the Group anticipates that the cash flow will occur in a different period.
Within 1 year 1-2 years 2-5 years 5+ years Total
US$m
US$m
US$m
US$m
US$m
31 December 2025
Non-interest bearing 297.0 - - - 297.0
Variable interest rate instruments 217.3 - - - 217.3
514.3 - - - 514.3
31 December 2024
Non-interest bearing 282.3 - - - 282.3
Variable interest rate instruments 161.0 - - - 161.0
443.3 - - - 443.3
e. Embedded derivatives
The derivatives represent the fair value of the put and call options embedded
within the terms of the Senior Notes. The call options give the Group the
right to redeem the Senior Notes instruments at a date prior to the maturity
date (4 June 2029), in certain circumstances and at a premium over the initial
notional amount. The put option provides the holders with the right (and the
Group with an obligation) to settle the Senior Notes before their redemption
date in the event of a change in control resulting in a rating downgrade (as
defined in the terms of the Senior Notes, which also includes a major asset
sale), and at a premium over the initial notional amount.
Due to limited market data on comparable instruments, the options are fair
valued using the difference model, with the embedded derivatives classified as
a Level 3 financial instrument under IFRS 13. A qualified external valuer
performs the valuation, using the quoted market price of the Senior Notes and
deducting the fair value of the host debt contract. The host contract is
valued by discounting future cash flows (coupons and principal) at US Dollar
three‑month SOFR plus Helios Towers' credit spread. A 5% relative increase
in credit spread at 31 December 2025 would reduce the embedded derivative
value to nil.
At the reporting date, the fair value of the call option on the bond was
US$18.9 million (31 December 2024: US$13.5 million), and the put option was
US$nil (31 December 2024: US$nil). The gain in respect of the fair value on
the embedded derivatives has been recognised in the Consolidated Income
Statement as part of other gains and losses, as disclosed in Note 24.
The key assumptions in determining the fair value are:
- the quoted price of the bond as at 31 December 2025;
- the credit spread; and
- the yield curve.
The probabilities relating to change of control and major asset sale represent
a reasonable expectation of those events occurring that would be held by a
market participant.
Within 1 year 1-2 years 2-5 years 5+ years Total
US$m
US$m
US$m
US$m
US$m
31 December 2025
Net settled:
Embedded derivatives - - 18.9 - 18.9
- - 18.9 - 18.9
31 December 2024
Net settled:
Embedded derivatives - - 13.5 - 13.5
- - 13.5 - 13.5
f. Risk management strategy of hedge relationships
The Group's activities expose it to the financial risks of changes in interest
rates, which it manages using derivative financial instruments. The objective
of cash flow hedges is principally to protect the Group against adverse
interest rate movements. The Group does not use derivative financial
instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the
contract date and are subsequently re-measured to fair value at each reporting
date. See Note 2 for further detail.
For cash flow hedges, when the hedged item is recognised in the Consolidated
Income Statement, amounts previously recognised in the Consolidated Statement
of Other Comprehensive Income and accumulated in equity for the hedging
instrument are reclassified to the income statement.
The ineffectiveness recognised in the Consolidated Income Statement on cash
flow hedges in the year was US$nil (2024: US$nil).
If a forecast transaction is no longer expected to occur, the gain or loss
accumulated in equity is recognised immediately in the Consolidated Income
Statement.
The Group uses interest rate swaps to hedge its exposure to interest rate risk
and enters into hedge relationships where the critical terms of the hedging
instrument match with the terms of the hedged item. Therefore, the Group
expects a highly effective hedging relationship with the swap contracts and
the value of the corresponding hedged items to change systematically in the
opposite direction in response to movements in the underlying exchange rates
and interest rates. The Group therefore performs a qualitative assessment of
effectiveness. If changes in circumstances affect the terms of the hedged item
such that the critical terms no longer match with the critical terms of the
hedging instrument, the Group uses the hypothetical derivative method to
assess effectiveness.
Hedge ineffectiveness may occur due to:
a) the fair value of the hedging instrument on the hedge relationship
designation date if the fair value is not nil;
b) changes in the contractual terms or timing of the payments on the hedged
item; and
c) a change in the credit risk of the Group or the counterparty with the
hedging instrument.
The hedge ratio for each designation will be established by comparing the
quantity of the hedging instrument and the quantity of the hedged item to
determine their relative weighting; for all of the Group's existing hedge
relationships, the hedge ratio has been determined as 1:1. The fair values of
the derivative financial instruments are calculated by discounting the future
cash flows to net present values using appropriate market rates and foreign
currency rates prevailing at 31 December. The valuation basis is Level 2 of
the fair value hierarchy. This classification comprises items where fair value
is determined from inputs other than quoted prices that are observable for the
asset and liability, either directly or indirectly.
The Group's interest rate swaps include notional amounts of $80.0m and
$220.0m, maturing in 2028, together with an amortising swap with a notional
amount of $87.4m maturing in 2035.
The table below summarises the maturity profile of the Company's financial
liabilities based on contractual undiscounted payments.
On demand Less than 1-2 years 2-5 years >5 years Total
US$m
12 months
US$m
US$m
US$m
US$m
US$m
31 December 2025
Financial derivatives - (3.9) (8.0) (0.7) (0.2) (12.8)
- (3.9) (8.0) (0.7) (0.2) (12.8)
Interest rate swaps Notional Carrying Opening Gain/(loss) Closing Weighted
amounts
value
balance 1 Jan
deferred to
balance
average
US$m
US$m
2025
OCI
31 Dec 2025
maturity
US$m
US$m
US$m
year
USD term loans 387.4 (10.8) 5.8 5.0 10.8 2029
On demand Less than 1-2 years 2-5 years >5 years Total
US$m
12 months
US$m
US$m
US$m
US$m
US$m
31 December 2024
Financial derivatives - (1.0) (3.7) (1.5) (0.3) (6.5)
- (1.0) (3.7) (1.5) (0.3) (6.5)
Interest rate swaps Notional Carrying Opening Gain/(loss) Closing Weighted
amounts
value
balance 1 Jan
deferred to
balance
average
US$m
US$m
2024
OCI
31 Dec 2024
maturity
US$m
US$m
US$m
year
USD term loans 393.9 (4.4) 14.7 (8.3) 5.8 2029
27. Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and
make disclosures for contingent liabilities as explained in note 2b.
A claim arising from a prior period is outstanding from Tanzania Revenue
Authority for corporate income tax for the financial years ending 2017-2021
inclusive. The outstanding amount is US$9.4 million.
A claim arising from a prior period is outstanding from DRC tax authorities,
following the issuance of a payment collection notice for environmental taxes
amounting to US$39.5 million for the financial years 2013 to 2016.
A claim arising from a prior period is outstanding from DRC tax authorities,
following the issuance of an assessment on a number of taxes amounting to
US$26.9 million for the financial years 2020 to 2022.
A claim arising from a prior period is outstanding from Congo Brazzaville tax
authorities, following the issuance of an assessment on a number of taxes
amounting to US$22.3 million for the financial years 2021 to 2022.
A claim arising from a prior period is outstanding from Congo Brazzaville tax
authorities, following the issuance of an assessment on a number of taxes
amounting to US$6.5 million for the financial year 2020.
For the cases above, responses have been submitted to the relevant tax
authority in relation to the assessments and remain under review with local
tax experts. Where the Directors believe that the quantum of future cash
outflows in relation to these tax audits is not probable and cannot be
reasonably assessed, no provision has been made. Conversely, where a potential
exposure is considered probable, a provision has been made and, in respect of
the financial years ended 31 December 2025 and 31 December 2024, any
provisions made have been immaterial.
The Directors are working with their advisers and are in discussion with the
tax authorities to bring the matters to conclusion based on the facts.
Other individually immaterial legal, tax, and regulatory proceedings, claims
and unresolved disputes are pending against Helios Towers in a number of
jurisdictions. The timing of resolution and potential outcome (including any
future financial obligations) of these are uncertain, but not considered
probable and therefore no provision has been recognised in relation to these
matters.
28. Net debt
2025 2024
US$m
US$m
External debt1 (1,705.5) (1,672.8)
Lease liabilities (235.1) (223.7)
Cash and cash equivalents 217.3 161.0
Net debt (1,723.3) (1,735.5)
1 External debt is presented in line with the balance sheet at amortised
cost. External debt is the total loans owed to commercial banks and
institutional investors, excluding loans due to minority interest holders from
1 January 2024.
2025 At 1 January Cash flows Other1 At 31 December
2025
US$m
US$m
2025
US$m
US$m
Cash and cash equivalents 161.0 55.2 1.1 217.3
External debt (1,672.8) (13.5) (19.2) (1,705.5)
Lease liabilities (223.7) 20.9 (32.3) (235.1)
Total financing liabilities (1,896.5) 7.4 (51.5) (1,940.6)
Net debt (1,735.5) 62.6 (50.4) (1,723.3)
2024 At Cash flows Other1 At
1 January
US$m
US$m
31 December
2024
2024
US$m
US$m
Cash and cash equivalents 106.6 55.0 (0.6) 161.0
External debt (1,650.3) (38.0) 15.5 (1,672.8)
Lease liabilities (239.4) 33.5 (17.8) (223.7)
Total financing liabilities (1,889.7) (4.5) (2.3) (1,896.5)
Net debt (1,783.1) 50.5 (2.9) (1,735.5)
1 Other includes foreign exchange and non-cash interest movements.
Refer to Note 20 for further details on the year-on-year movements in loans.
29. Earnings per share
Basic earnings per share has been calculated by dividing the total earnings
for the year by the weighted average number of shares in issue during the year
after adjusting for shares held in the EBT.
To calculate diluted earnings per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all dilutive
potential shares. Share options granted to employees where the exercise price
is less than the average market price of the Company's ordinary shares during
the year are considered to be dilutive potential shares. Where share options
are exercisable based on performance criteria and those performance criteria
have been met during the year, these options are included in the calculation
of dilutive potential shares.
The Directors believe that Adjusted EBITDA per share is a useful additional
measures to better understand the performance of the business (refer to Note
4).
Earnings per share is based on:
2025 2024
US$m
US$m
Profit after tax for the year attributable to owners of the Company 39.2 33.5
Adjusted EBITDA (Note 4) 471.1 421.0
2025 2024
Number
Number
Weighted average number of ordinary shares used
to calculate basic earnings per share 1,050,728,537 1,050,040,649
Weighted average number of dilutive potential shares 129,413,527 129,993,727
Weighted average number of ordinary shares used
to calculate diluted earnings per share 1,180,142,064 1,180,034,376
Earnings per share 2025 2024
cents
cents
Basic 3.7 3.2
Diluted 3.3 2.8
Adjusted EBITDA per share 2025 2024
cents
cents
Basic 44.8 40.1
Diluted 39.9 35.7
The calculation of basic and diluted earnings per share is based on the net
earnings attributable to equity holders of the Company entity for the year of
US$39.2 million (2024: US$33.5 million). Basic and diluted earnings per share
amounts are calculated by dividing the net earnings attributable to equity
shareholders of the Company entity by the weighted average number of shares
outstanding during the year.
The calculations of Adjusted basic EBITDA per share and Adjusted diluted
EBITDA per share are based on the Adjusted EBITDA earnings for the year of
US$471.1 million (2024: US$421.0 million).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to profit before tax.
30. Non-controlling Interest
Summarised financial information in respect of each of the Group's
subsidiaries that have material non-controlling interests is set out below.
The summarised financial information below represents amounts before
intragroup eliminations.
Oman
2025 2024
US$m
US$m
Current assets 52.0 49.0
Non-current assets 501.9 501.1
Current liabilities (191.4) (173.2)
Non-current liabilities (254.9) (250.9)
107.6 126.0
Equity attributable to owners of the Company 75.3 88.2
Non-controlling interests 32.3 37.8
107.6 126.0
Oman
2025 2024
US$m
US$m
Revenue 74.5 68.6
Expenses (79.1) (81.7)
Loss for the year (4.6) (13.1)
Loss attributable to owners of the Company (3.2) (9.2)
Loss attributable to the non-controlling interests (1.4) (3.9)
(4.6) (13.1)
Net cash inflow from operating activities 68.5 62.9
Net cash outflow from investing activities (25.0) (22.6)
Net cash inflow/(outflow) from financing activities 5.7 (6.6)
Net cash inflow 49.2 33.7
Of the total comprehensive profit attributed to non-controlling interests of
US$0.2 million (2024: loss of US$6.5 million), a US$1.4 million loss (2024:
US$3.9 million) relates to Oman, and the remainder relates to other immaterial
non-controlling interests.
31. Subsequent events
There were no material subsequent events.
Glossary
We have prepared the Annual Report using a number of conventions, which you
should consider when reading information contained herein as follows.
All references to 'we', 'us', 'our', 'HT Group', 'Helios Towers', 'our Group'
and 'the Group' are references to Helios Towers plc and its subsidiaries,
taken as a whole.
'2G' means the second-generation cellular telecommunications network
commercially launched on the GSM and CDMA standards.
'3G' means the third-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies.
'4G' means the fourth-generation cellular telecommunications networks that
allow simultaneous use of voice and data services, and provide high-speed data
access using a range of technologies (these speeds exceed those available for
3G).
'5G' means the fifth-generation cellular telecommunications networks. 5G does
not currently have a publicly agreed upon standard; however, it provides
high-speed data access using a range of technologies that exceed those
available for 4G.
'Adjusted EBITDA' is defined by management as profit/(loss) before tax for the
year, adjusted for finance costs, other gains and losses, interest receivable,
loss/(gain) on disposal of property, plant and equipment, amortisation of
intangible assets, depreciation and impairments of property, plant and
equipment, depreciation of right-of-use assets, deal costs for aborted
acquisitions, deal costs not capitalised, share-based payments and LTIP
charges, and other adjusting items. Adjusting items are material items that
are considered one-off by management by virtue of their size and/or incidence.
'Adjusted EBITDA margin' means Adjusted EBITDA divided by revenue.
'Adjusted gross margin' means Adjusted gross profit divided by revenue.
'Adjusted gross profit' means gross profit adding back site and warehouse
depreciation.
'Airtel' means Airtel Africa.
'amendment revenue' means revenue from amendments to existing site contracts
when tenants add or modify equipment, taking up additional vertical space,
wind load capacity and/or power consumption under an existing site contract.
'anchor tenant' means the primary customer occupying each site.
'Analysys Mason' means Analysys Mason Limited.
'annualised Adjusted EBITDA' means Adjusted EBITDA for the last three months
of the respective period, multiplied by four, adjusted to reflect the
annualised contribution from acquisitions that have closed in the last three
months of the respective period.
'annualised portfolio free cash flow' means portfolio free cash flow for the
respective period, adjusted to annualise for the impact of acquisitions closed
during the period.
'average remaining life' means the average of the periods through the
expiration of the term under certain agreements.
'APMs' Alternative Performance Measures are measures of financial performance,
financial position or cash flows that are not defined or specified under IFRS
but used by the Directors internally to assess the performance of the Group.
'average grid hours' or 'average grid availability' reflects the estimated
site-weighted average of grid availability per day across the Group portfolio
in the reporting year.
'Axian' means Axian Group.
'build-to-suit/BTS' means sites constructed by our Group on order by an MNO.
'CAGR' means compound annual growth rate.
'Carbon emissions per tenant' is the metric used for our intensity target. The
carbon emissions include Scope 1 and 2 emissions for the markets included in
the target and the average number of tenants is calculated using monthly
data.
'colocation' means the sharing of site space by multiple customers or
technologies on the same site, equal to the sum of standard colocation tenants
and amendment colocation tenants.
'colocation tenant' means each additional tenant on a site in addition to the
primary anchor tenant and is classified as either a standard or amendment
colocation tenant.
'committed colocation' means contractual commitments relating to prospective
colocation tenancies with customers.
'Company' means Helios Towers, Ltd prior to 17 October 2019, and Helios
Towers plc on or after 17 October 2019.
'Congo Brazzaville' otherwise also known as the Republic of Congo.
'contracted revenue' means total undiscounted revenue as at that date, with
local currency amounts converted at the applicable average rate for US Dollars
held constant. Our contracted revenue calculation for each year presented
assumes: (i) no escalation in fee rates; (ii) no increases in sites or
tenancies other than our committed tenancies (which include committed
colocations and/or committed anchor tenancies); (iii) our customers do not
utilise any cancellation allowances set forth in their MLAs; (iv) our
customers do not terminate MLAs early for any reason; and (v) no automatic
renewal.
'corporate capital expenditure' primarily relates to furniture, fixtures and
equipment.
'CPI' means Consumer Price Index.
'DEI' means diversity, equity and inclusion.
'downtime per tower per week' refers to the average amount of time our sites
are not powered across each week within all our nine markets.
'DRC' means Democratic Republic of the Congo.
'EBT' means Employee Benefit Trust.
'ESG' means environmental, social and governance.
'Executive Committee (ExCo)' means the Group CEO, the Group CFO, the Regional
CEOs, the Coach and Special Projects Director, the Group Chief Commercial
Officer, the Group Director of Delivery, IT and Business Excellence, the
Director of Operations and Engineering, the Interim Group Director of People,
Organisation and Development and the General Counsel and Company Secretary.
'Executive Leadership Team (ELT)' means the ExCo, the regional directors, the
country managing directors and the functional specialists.
'Executive Management' means ExCo.
'FCA' means Financial Conduct Authority.
'FRC' means the Financial Reporting Council.
'FRS 102' means the Financial Reporting Standard Applicable in the UK and
Republic of Ireland.
'FTSE' refers to Financial Times Stock Exchange.
'free cash flow' and 'FCF' means recurring levered free cash flow less
discretionary capital additions, cash paid for exceptional and one-off items
and proceeds from disposal of assets.
'FVTPL' means fair value through profit or loss.
'Ghana' means the Republic of Ghana.
'GHG' means greenhouse gases.
'gross debt' means non-current loans and current loans and long-term and
short-term lease liabilities.
'gross leverage' means gross debt divided by annualised Adjusted EBITDA.
'gross margin' means gross profit, adding site and warehouse depreciation,
divided by revenue.
'growth capex' or 'growth capital expenditure' relates to (i) construction
of build-to-suit sites (ii) installation of colocation tenants and (ii) and
investments in power management solutions.
'Group' means Helios Towers, Ltd (HTL) and its subsidiaries prior to 17
October 2019, and Helios Towers plc and its subsidiaries on or after 17
October 2019.
'GSMA' is the industry organisation that represents the interests of MNOs
worldwide.
'hard-currency Adjusted EBITDA' refers to Adjusted EBITDA that is denominated
in US Dollars, US$ pegged, US Dollar linked or Euro pegged.
'hard-currency Adjusted EBITDA %' refers to hard currency Adjusted EBITDA as
a % of Adjusted EBITDA.
'Helios Towers Congo Brazzaville' or 'HT Congo Brazzaville' means Helios
Towers Congo Brazzaville SASU.
'Helios Towers DRC' or 'HT DRC' means HT DRC Infraco S.A.R.L.
'Helios Towers Ghana' or 'HT Ghana' means HTG Managed Services Limited.
'Helios Towers Malawi' or 'HT Malawi' means Helios Towers Malawi Limited.
'Helios Towers Madagascar' or 'HT Madagascar' means Helios Towers Madagascar
SA.
'Helios Towers Oman' or 'HT Oman' means Oman Tech Infrastructure SAOC.
'Helios Towers plc' means the ultimate Company of the Group.
'Helios Towers Senegal' or 'HT Senegal' means Helios Towers Senegal SAU.
'Helios Towers South Africa' or 'HTSA' means Helios Towers South Africa
Holdings (Pty) Ltd and its subsidiaries.
'Helios Towers Tanzania' or 'HT Tanzania' means HTT Infraco Limited.
'IAL' means Independent Audit Limited.
'IFRS' means International Financial Reporting Standards as adopted by the
European Union.
'independent tower company' means a tower company that is not affiliated with
a telecommunications operator.
'indicative site Adjusted gross profit and profit/(loss) before tax' is for
illustrative purposes only, and based on Group average build-to-suit tower
economics as of December 2024. Site profit/(loss) before tax calculated as
indicative Adjusted gross profit per site less indicative selling, general and
administrative (SG&A), depreciation and financing costs.
'IPO' means initial public offering.
'ISA' means individual site agreement.
'ISO accreditations' refers to the International Organization for
Standardization and its published standards: ISO 9001 (Quality Management),
ISO 14001 (Environmental Management), ISO 45001 (Occupational Health and
Safety), ISO 37001 (Anti-Bribery Management) and ISO 27001 (Information
Security Management).
'IVMS' means in-vehicle monitoring system.
'KPIs' means key performance indicators.
'Lean Six Sigma' is a renowned approach that helps businesses increase
productivity, reduce inefficiencies and improve the quality of output.
'lease-up' means the addition of colocation tenancies to our sites.
'Lost Time Injury Frequency Rate' means the number of lost time injuries per
one million hours worked (12-month rolling).
'LSE' means London Stock Exchange.
'LTIP' means long-term incentive plan.
'Madagascar' means Republic of Madagascar.
'Malawi' means Republic of Malawi.
'maintenance capital expenditure' means capital expenditures for periodic
refurbishments and replacement of parts and equipment to keep existing sites
in service.
'Mauritius' means the Republic of Mauritius.
'Middle East' region includes 13 countries namely Hashemite Kingdom of Jordan,
Kingdom of Bahrain, Kingdom of Saudi Arabia, Republic of Iraq, Republic of
Lebanon, State of Kuwait, Sultanate of Oman, State of Palestine, State of
Qatar, Syrian Arab Republic, The Republic of Yemen, The Islamic Republic of
Iran and The United Arab Emirates.
'MLA' means master lease agreement.
'MNO' means mobile network operator.
'mobile penetration' means the amount of unique mobile phone subscriptions as
a percentage of the total market for active mobile phones.
'MTSAs' means master tower services agreements.
'near miss' is an event not causing harm but with the potential to cause
injury or ill health.
'NED' means Non-Executive Director.
'net debt' means gross debt less cash and cash equivalents.
'net leverage' means net debt divided by last quarter annualised Adjusted
EBITDA.
'net receivables' means total trade receivables (including related parties)
and accrued revenue, less deferred income.
'OCI' means other comprehensive income.
'Oman' means Sultanate of Oman.
'Orange' means Orange S.A.
'organic tenancy growth' means the addition of BTS or colocations.
'our established markets' refers to Tanzania, DRC, Congo Brazzaville, Ghana
and South Africa.
'our markets' or 'markets in which we operate' refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal, Madagascar, Malawi and Oman.
'Percentage of employees trained in Lean Six Sigma' is the percentage of
permanent employees who have completed the Orange or Black Belt training
programme.
'population coverage' refers to the Company, estimated potential population
that falls within the network coverage footprint of our towers, calculated
using WorldPop source data.
'portfolio free cash flow' defined as Adjusted EBITDA less maintenance and
corporate capital additions, payments of lease liabilities (including interest
and principal repayments of lease liabilities) and tax paid.
'PoS' means points of service, which is an MNO's antennae equipment
configuration located on a site to provide signal coverage to subscribers. At
Helios Towers, a standard PoS is equivalent to one tenant on a tower.
'power uptime' reflects the average percentage our sites are powered across
each month and is a key component of our service offering to customers. For
comparability, figures presented only reflect portfolios that are subject to
power SLAs for both the current and prior reporting period. This includes
Tanzania, DRC, Senegal, Congo Brazzaville, South Africa, Ghana, Madagascar,
Malawi and Oman.
'Principal Shareholders' refers to Quantum Strategic Partners Ltd, Helios
Investment Partners and Albright Capital Management.
'Project 100' refers to our commitment to invest US$100 million between 2022
and 2030 on lower carbon power solutions.
'recurring levered free cash flow' (formerly levered portfolio free cash flow)
means portfolio free cash flow less net payment of interest and net change in
working capital.
'RMS' means Remote Monitoring System.
'Road Traffic Accident Frequency Rate' means the number of work-related road
traffic accidents per one million kilometres driven (12-month roll).
'ROIC' means return on invested capital and is defined as annualised portfolio
free cash flow divided by invested capital.
'rural area' while there is no global standardised definition of 'rural', we
have defined rural as milieu with population density per square kilometre of
up to 1,000 inhabitants. These include greenfield sites, small villages and
towns with a series of small settlement structures.
'rural coverage' is the population living within the footprint of a site
located in a rural area.
'rural sites' means sites that align to the above definition of 'rural area'.
'Senegal' means the Republic of Senegal.
'shares' means the shares in the capital of the Company.
'Shareholders' Agreement' means the agreement entered into between the
Principal Shareholders and the Company on 15 October 2019, which grants
certain governance rights to the Principal Shareholders and sets out a
mechanism for future sales of shares in the capital of the Company.
'SHEQ' means safety, health, environment and quality.
'site acquisition' means a combination of MLAs or MTSAs, which provide the
commercial terms governing the provision of site space, and individual ISA,
which act as an appendix to the relevant MLA or MTSA, and include
site-specific terms for each site.
'site agreement' means the MLA and ISA executed by us with our customers,
which act as an appendix to the relevant MLA, and includes certain
site-specific information (for example, location and any grandfathered
equipment).
'site ROIC' is for illustrative purposes only, and based on Group
average build-to-suit tower economics as of December 2024. Site ROIC is
calculated as site portfolio free cash flow divided by indicative
discretionary capital expenditure. Site portfolio free cash flow reflects
indicative Adjusted gross profit per site less ground lease expense and
non-discretionary capex.
'SLA' means service-level agreement.
'South Africa' means the Republic of South Africa.
'standard colocation' means tower space under a standard tenancy site contract
rate and configuration with defined limits in terms of the vertical space
occupied, the wind load and power consumption.
'standard colocation tenant' means a customer occupying tower space under
a standard tenancy lease rate and configuration with defined limits in terms
of the vertical space occupied, the wind load and power consumption.
'strategic suppliers' means suppliers that deliver products or provide us with
services deemed critical to executing our strategy such as site maintenance
and batteries.
'sub-Saharan Africa' or 'SSA' means African countries that are fully or
partially located south of the Sahara.
'Tanzania' means the United Republic of Tanzania.
'telecommunications operator' means a company licensed by the government to
provide voice and data communications services.
'tenancy' means a space leased for installation of a base transmission site
and associated antennae.
'tenancy ratio' means the total number of tenancies divided by the total
number of our sites as of a given date and represents the average number of
tenants per site within a portfolio.
'tenant' means an MNO that leases vertical space on the tower and portions of
the land underneath on which it installs its equipment.
'the Code' means the UK Corporate Governance Code published by the FRC
and dated July 2018, as amended from time to time.
'the Regulations' means the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as amended).
'the Trustee' means the trustee(s) of the EBT.
'total colocations' means standard colocations plus amendment colocations
as of a given date.
'total cost of ownership' means the total cost of ownership for an MNO if it
were to own and operate a tower themselves, including build, finance and
operating costs.
'total recordable case frequency rate' means the total recordable injuries
that occur per one million hours worked (12-month roll).
'total tenancies' means total anchor, standard and amendment colocation
tenants as of a given date.
'tower contract' means the MLA and individual site agreements executed by us
with our customers, which act as a schedule to the relevant MLA and include
certain site-specific information (for example, location and equipment).
'towerco' means tower company, a corporation involved primarily in the
business of building, acquiring and operating telecommunications towers
that can accommodate and power the needs of multiple tenants.
'tower sites' means ground-based towers and rooftop towers and installations
constructed and owned by us on property (including a rooftop) that is
generally owned or leased by us.
'TSR' means total shareholder return.
'UK Corporate Governance Code' means the UK Corporate Governance Code
published by the Financial Reporting Council and dated July 2018, as amended
from time to time.
'UK GAAP' means the United Kingdom Generally Accepted Accounting Practice.
'upgrade capex' or 'upgrade capital expenditure' comprises structural,
refurbishment and consolidation activities carried out on selected acquired
sites.
'US-style contracts' means the structure and tenor of contracts are broadly
comparable to large US-based companies.
'Vodacom' means Vodacom Group Limited.
Our customers, as well as certain other telecommunications operators named in
this Annual Report, are generally referred to in this document by their
trade names. Our contracts with these customers are typically with an entity
or entities in that customer's group of companies.
Annual Report and Financial Statements 2025:
heliostowers.com/investors/annual-report-2025
Sustainable Business Addendum 2025:
heliostowers.com/sustainable-business-addendum-2025
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