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Driving the
growth of mobile
communications
across Africa and
the Middle East
Helios Towers plc
Annual Report and
FinancialStatements 2024
Helios Towers plc Annual Report and Financial Statements 2024
About us
At a glance
We are a leading
independent
telecommunications
infrastructure company,
operating in nine
attractive markets
across Africa and
theMiddleEast.
OUR PURPOSE
To drive the growth of mobile
communications across Africa and the
Middle East .
OUR MISSION
To deliver exceptional customer service
through our business excellence platform,
and create sustainable value for our
people, environment, customers,
communities andinvestors.
OUR VALUES
– Integrity
– Partnership
– Excellence
2024 HIGHLIGHTS
Sites
14,325
2023: 14,097
Tenancy ratio
2.05x
2023: 1.91x
Revenue
US$792m
2023: US$721m
Adjusted EBITDA
US$421m
2023: US$370m
Operating profit
US$242m
2023: US$146m
ROIC
12.9%
2023: 12.0%
Free cash flow
US$19m
2023: (US$81m)
Net leverage
3.98x
2023: 4.42x
Alternative Performance Measures are defined
onpages 52–54.
01 STRATEGIC REPORT
01 Our business model
07 Chair’s statement
09 Group CEO’s statement
12 Our strategic KPIs
13 Impact report
26 Market and operating review
34 Group CFO's statement
37 Non-financial and sustainability
informationstatement
38 Risk management
44 TCFD disclosures
51 Viability statement
52 Alternative Performance Measures
55 Detailed financial review
60 GOVERNANCE REPORT
61 Chair’s introduction
to the Governance Report
62 Compliance with 2018 UK Corporate
Governance Code
63 Board of Directors
66 Group Executive Committee
67 Governance framework
68 Board leadership and
Company purpose
70 Section 172(1) Statement
76 Division of responsibilities
78 Nomination Committee Report
81 Board diversity at a glance
83 Sustainability Committee Report
84 Technology Committee Report
84 Audit Committee Report
91 Directors’ Remuneration Report
110 Other Statutory Information
113 Statement of Directors’ responsibilities
114 FINANCIAL STATEMENTS
115 Independent auditor’s report to
themembers of Helios Towers plc
124 Consolidated Income Statement
124 Consolidated Statement of
Other Comprehensive Income
125 Consolidated Statement of Financial Position
126 Consolidated Statement of changes in Equity
127 Consolidated Statement of CashFlows
128 Notes to the Consolidated
FinancialStatements
158 Company Statement of Financial Position
158 Company Statement of Changes in Equity
159 Notes to the Company Financial Statements
163 List of subsidiaries
164 Officers, professional advisors
and shareholder information
165 Glossary
We have integrated our reporting as this
bestreflects our approach to sustainable
business. Our complementary Sustainable
Business Addendum includes additional
environmental, social and governance
(ESG) information and our disclosures
against reporting frameworks such as
the GlobalReporting Initiative:
heliostowers.com/investors
We hope you find our reports useful in
understanding our business. Wewelcome
any feedback at:
investorrelations@heliostowers.com
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model
We offer investors the opportunity
to capture the long-term structural
growth across our regions in a
de-risked manner through our
robust business model that delivers
compounding hard-currency cash flows
and provides tangible benefits to the
societies we serve.
Positive impact,
strong governance
Population coverage
151m
Highest MSCI ESG rating
AAA
Uniquely
positioned platform
Leading independent towerco
#1
in 7 out of 9 markets
Proven operational expertise
>380 years
Executive Leadership Team
experience in tower, power,
telco and emerging markets
Why invest?
Robust
businessmodel
Contracted revenues
US$5.1bn
with 98% from blue-chip MNOs
Consistent growth
10 years
of consecutive US$ Adjusted
EBITDA expansion
Disciplined
capital allocation
High ROIC opportunities
2
12 | 25 | 34%
ROIC from 1x | 2x | 3x tenants
Net leverage
3
3.98x
trending to 3.00x in 2026
Unparalleled
structural growth
Mobile connections (2024–29)
1
+79m
Market growth (2024–29)
1
+6% CAGR
1 Analysys Mason, February 2024. Market growth reflects points of service additions on a full-year 2024 site-weighted basis.
2 Based upon our average targeted build-to-suit economics as of December 2024.
3 Calculated as per the Senior Notes definition of net debt divided by annualised Adjusted EBITDA.
Financial StatementsGovernance ReportStrategic Report
1
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model continued
What we do
We build, acquire,
lease-up and operate
telecommunications towers
that can accommodate
and power the needs of
multiple tenants.
Our tenants are blue-chip Mobile Network
Operators (MNOs), and we serve them across
nine markets in Africa and the Middle East.
We offer a high-quality and comprehensive
passive infrastructure solution that includes
site selection and preparation, maintenance,
security, power management and hosting
ofactive equipment such as antennae.
Ourfocus on building and acquiring sites
withlease-up potential, and providing
best-in-class customer service, supports the
sustainable expansion of mobile connectivity.
MNOs can roll out and densify mobile
coverage faster, more reliably, more cost-
effectively and with a lower environmental
impact.
We are proud of our role in advancing
access to mobile communications in our
markets, which in turn contributes to social
and economic development.
1
Build and
acquire towers
We adopt a disciplined approach to
investments in acquisitions and build-to-
suit (BTS) sites, allocating capital to the
highest returning opportunities. On
average, our new BTS sites are expected
todeliver a site return on invested capital
(site ROIC) of 12%
1
.
Our BTS model is customer-driven, with
construction initiated only upon receiving
acontractual order from at least one MNO.
2
Colocation
lease-up
Our primary focus is to add tenants to
ourtowers (lease-up), sharing space
andpower equipment, which allows our
customers to roll out quickly and cost-
effectively.
The majority of tower operating costs
arefixed, therefore lease-up delivers
substantial earnings growth. Colocation
Adjusted EBITDA margins are
approximately 80%, which combined
withlow incremental capex requirements,
supports site ROIC of 25% and 34% for
2xand 3x tenants respectively.
3
Operational
improvements
We also enhance site performance and
returns through power optimisation and
theapplication of Lean Six Sigma (LSS)
principles.
For example, fuel remains our most
expensive and carbon-intensive energy
source. By investing in power solutions such
as grid connections, hybrid systems and
solar technologies, wereduce carbon
intensity while enhancing financial returns.
1 Based upon our average targeted build-to-suit
economics asof December 2024.
2
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model continued
How we do it
We create sustainable value for our people, partners, customers, communities, environment and
investors through our focus on Customer Service Excellence and People and Business Excellence.
OUR STRATEGY OUR 2026 TARGETS OUR IMPACT
Customer
Service
Excellence
Delivering the best customer
service, including power uptime,
network rollout speed, attractive
pricing (30% lower than MNOs’
total cost of ownership), capital
efficiency and reduced carbon
footprint enabled through our
infrastructure-sharing model.
Downtime per tower per week
<30 seconds
New site/colocation rollout
90 days | 24 hours
Population coverage
164m
People and
Business
Excellence
Investing in our people and
partners, providing local
employment, creating a culture
ofsafety and integrity, and
embedding business excellence
and Lean Six Sigma principles
formore efficient and effective
operations.
Employees trained in Lean Six Sigma
70%
Female employees
30%
Local employees
95–100%
Sustainable
Value
Creation
Disciplined approach to capital
allocation, focus on operational
efficiency and maximising the use
of our sites drives the sustainable
growth of our business, enabling
cost-effective mobile connectivity
and delivering value for all
stakeholders.
Tenancy ratio
2.2x
Rural sites
>6,000
Carbon reduction per tenant
1
(36%)
UNDERPINNED
BY OUR VALUES
Integrity
Striving to do the right thing
Partnership
Based on mutual respect and benefit
Excellence
Our goal is to be the best we can be
Digital
inclusion
Climate
action
Local, diverse,
talented teams
Responsible
governance
1 This refers to our 2030 target of reducing Scope 1 and 2 carbon emissions per tenant (tCO
2
e) by 36% across our nine markets compared to 2020.
Governance Report Financial StatementsStrategic Report Governance Report
3
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model continued
2020–2022
Doubled and diversified our platform
>US$1bn
Invested to diversify our platform into four new markets and acquire and build towers, primed for
tenancy ratio expansion
2023–2024+
Sustainable value creation
2.2x by 2026
Strategy focused on tenancy ratio expansion leading to
Adjusted EBITDA growth, ROIC expansion and FCF generation
Senegal Madagascar Malawi Oman
Our value creation journey
FY20 FY21 FY22 FY23 FY24
Sites
Tenancy
ratio
ROIC
Free
cash flow
Net
leverage
7k
10k
14k 14k 14k
2.13x
1.96x
1.81x
1.91x
2.05x
14.5%
2.9x
11.8%
3.6x
10.3%
5.1x
12.0%
4.4x
(US$70.7m)
(US$385.0m)
(US$720.6m)
(US$81.1m)
12.9%
4.0x
US$18.7m
Δ
Δ
Δ
Alternative Performance Measures are defined on pages 52–54.
4
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model continued
Our impacts and stakeholders
OUR STAKEHOLDERS
Our Sustainable Business Strategy is designed to add value to our diverse and valued stakeholders.
CUSTOMERS
COMMUNITIES, ECONOMIES
AND THE ENVIRONMENT
OUR PEOPLE
AND PARTNERS
INVESTORS
Our tower leasing model provides a
cost-effective alternative to owning and
operating towers, significantly reducing
an MNO’s total cost of ownership.
This allows them to focus investment
and resources on active equipment
andtechnology upgrades.
Supporting local economies and extending
network coverage to reach rural locations,
helping to connect the unconnected.
Reduced environmental footprint through
infrastructure-sharing and power
efficiencies.
Providing employment, training and
development opportunities for a diverse,
localised workforce within our culture of
Excellence, Integrity and Partnership,
supported by our 'One Team, One
Business' ethos – benefiting both our
organisation and our partners.
As the most diversified towerco in Africa
and the Middle East, we offer investors the
opportunity to sustainably capture the
unparalleled long-term structural growth
across our regions in a de-risked manner
through our robust and predictable
business model that delivers compounding
and largely hard-currency cash flows.
OUR IMPACT AREAS
We report progress on our Sustainable Business Strategy through four key impact areas.
Digital inclusion Climate action Local, diverse,
talented teams
Responsible
governance
By growing our business and increasing
access to mobile connectivity, we are
promoting digital inclusion across Africa
and the Middle East. Mobile ishelping to
connect individuals andcommunities to
a range of life-enhancing services.
We support our MNO customers to roll
out mobile networks more efficiently
and at a lower cost, allowing them to
focus resources on active equipment
and technology upgrades.
Our business model reduces the need for
duplicate infrastructure, therefore reducing
the associated environmental impact.
We strive to lower our carbon footprint,
aswell as that of our customers, through
deploying cleaner technologies where
possible, cutting fuel reliance and
delivering financial returns, as fuel is our
largest operating cost.
Successful collaboration with ourpartners
is also essential for constructing and
maintaining our assets over the long term.
Our success is built on harnessing diverse
talent and promoting employment
opportunities in our markets by hiring and
empowering localised workforces.
We aim to be a business whose workforce
reflects the customers and communities we
serve. We are committed to fostering an
engaged workforce by embedding
aculture of continual learning across
thebusiness.
We operate with a robust governance
framework accredited to key ISO
standards covering quality, environmental
management, health and safety,
information security and anti-bribery.
Our governance structures help us
todeliver on our strategy, manage our
performance and conduct business
inanethical and transparent manner.
Ourapproach extends to our partners,
through training and driving greater
governance standards.
READ MORE
PAGE 13
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PAGE 16
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PAGE 20
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PAGE 22
FOCUSING ON OUR MOST MATERIAL IMPACTS
In 2024 we revised our double materiality assessment and report on our material issues inthis report. Read more about the assessment in our Sustainable Business Addendum.
Governance Report Financial StatementsStrategic Report Governance Report
5
Helios Towers plc Annual Report
and Financial Statements 2024
Our business model continued
Leading positions
in the fastest-
growing mobile
markets
Africa and the Middle East are forecast
togrow significantly this century.
Withpopulations nearly tripling, these
regions will outpace the rest of the world,
which faces flat or declining trends.
Our regions are also rapidly urbanising – the
fastest-growing cities are in Africa – with
Kinshasa (DRC) and Dar Es Salaam (Tanzania)
expected to reach 29 million and 16 million
respectively by 2050
1
, doubling from today.
This sustained growth requires significant
infrastructure, including telecommunications.
Over the next five years, our nine markets
areforecast to see a large increase in
mobiledemand.
Combined with low mobile penetration today
of 50% and a prevailing telecommunications
infrastructure gap, points of service (PoS) in
our markets are expected to grow by 6%
annually over the next five years (30,000 PoS
additions in total, exceeding our total
tenancies today)
2
.
Through our market leadership and customer
focus, we expect to capture a significant
portion of this growth.
1 Institute for Economics & Peace, 2022.
2 Analysys Mason, February 2024. Market growth
(compound annual growth rate (CAGR)) reflects PoS
additions on a full-year 2024 site-weighted basis.
3 UN World Population Prospects, July 2024.
4 IMF World Economic Outlook database, gross domestic
product (GDP) at constant prices, October2024. GDP
CAGR calculated on afull-year 2024 site-weighted basis.
5 GSMA database, accessed January 2025. Mobile
penetration refers to unique mobile subscribers and is
calculated onafull-year 2024 site-weighted basis.
6 Ericsson Mobility Report, November 2024.
Includesboth 4G and 5G datatraffic.
Senegal
Oman
Ghana
Tanzania
Congo BrazzavilleDRC
Madagascar
Malawi
South Africa
1 2 3
4
7
5
8
6
9
Sole or leading
independent towerco
8
7
2
5
4
1
3
6
9
Unparalleled macroeconomic
expansion 2024–29
Population growth
+46m
3
Below 30 years old
65%
3
GDP CAGR
+5%
4
...driving robust
mobile growth 2024–29
Mobile connections
+79m
2
Mobile penetration
+6%
5
Data consumption
+3x
6
PoS growth 2024-29
+30k
(+6% CAGR)
6
Helios Towers plc Annual Report
and Financial Statements 2024
Chair’s statement
Enabling mobile operators
to expand coverage more
reliably and efficiently,
positively impacting
communities and societies
in our markets
Our performance in 2024 demonstrates the
insatiable demand for mobile connectivity
and our ability to support mobile operators
expansion, through our robust and
predictable business model. Together with
our partners, our dedicated team continues
to enable life-changing connectivity to
communities across our markets.
As Chair, I am deeply passionate about our
business and the positive impact it creates in
our markets. During my recent visits to Senegal,
Tanzania, South Africa and Oman, I
experienced the positive contribution of mobile
connectivity. Itenables children in remote areas
to access digital learning, farmers to gain
real-time weather updates, small businesses
toreach new customers through mobile
commerce, and families to stay connected over
long distances. These opportunities drive
economic development and profoundly
enhance the wellbeing of individuals and entire
communities in our markets.
I am grateful for our talented people whose
dedication and commitment have made all
ofthis possible. Their drive to deliver on our
purpose is a constant source of inspiration.
Iam excited about our growth ahead,
knowing that we are only at the beginning
ofthis incredible journey.
CONSISTENT DELIVERY TOWARDS
2026TARGETS
I am immensely proud of the growth the
Company has delivered during my almost six
years as Chair. While this progress is evident
in our reported financial performance, it is
equally reflected in the positive feedback we
consistently receive from our customers,
partners and talented team.
Our customers recognise the world-class
power uptime and rapid rollout speeds we
deliver, which is why we continue to secure
their trust, win new business and achieve
strong tenancy growth. In our most recent
customer satisfaction survey, 92% of
customers expressed satisfaction with their
overall interactions with the Helios Towers
team, and 89% said they would recommend
us to their peers.
Our success is underpinned by the hard work
and commitment of our local teams and
partners. Through continuous training and
development, they apply Lean Six Sigma
principles to eliminate waste and focus on
elevating performance.
“ To close the infrastructure gap and support future growth in
Africa and the Middle East, infrastructure developers must
operate efficiently and sustainably.
In 2024, our business exemplified these principles, achieving
10consecutive years of Adjusted EBITDA growth and inflecting
topositive free cash flow. This financial strength enables
ourcontinued investment in capital-efficient opportunities,
drivingthe sustainable growth of mobile communications
acrossour markets.”
Sir Samuel Jonah KBE, OSG
Chair
Governance Report Financial StatementsStrategic Report
7
Helios Towers plc Annual Report
and Financial Statements 2024
Chair’s statement continued
Despite the numerous external global
challenges since setting our 2026 sustainable
business targets, Iampleased to see the
Company making solid progress against our
impact areas of digital inclusion, climate
action, local, diverse, talented teams,
andresponsible governance, delivering value
for all our stakeholders.
DIGITAL INCLUSION AND CLIMATE ACTION
With only 50% of the population connected
across our markets today and rapid
population growth expected, there remains a
huge needfor infrastructure expansion over
the coming years.
In 2024, we extended the coverage footprint
of our towers by seven million to 151million
people, supported by our site expansion. We
are proud that we continue to connect the
unconnected, with rural sites exceeding our
2026 target of 6,000, notably through rollout
in DRC.
While telecommunications infrastructure in
our markets remains underdeveloped
compared to the rest of the world, we remain
committed to supporting connectivity while
reducing carbon intensity.
In November, our Sustainability Committee
approved the Company’s updated 2030
carbon reduction per tenant target. This
changed from 46% to 36%, reflecting the
integration of recent acquisitions, the outlook
for our established markets and better-than-
expected rural expansion in DRC, where
unreliable grid supply necessitates the use
offuel.
While markets such as DRC, Malawi and
Madagascar remain carbon intensive, we
believe this should not limit our ability to
invest in these markets to develop mobile
communications. Our infrastructure-sharing
model supports the mobile industry as a
whole to become more efficient while
providing socio-economic benefits.
In this context, our intensity target provides
us with an ambitious but achievable goal.
Weplan to invest over US$100million
between 2022 and 2030 inlower carbon
solutions, such as grid connections, hybrid
and solar, as well as reducing miles driven to
sites through the use of remote monitoring
technologies.
Additionally, we continue to collaborate with
governments and national grid providers to
identify opportunities to reduce carbon
intensity, such as further proliferation and
consistency of the grid connectivity across
our markets.
LOCAL, DIVERSE, TALENTED TEAMS
I believe for the Board to provide the best
governance it is important we spend
meaningful time with our colleagues. For
example, our Tanzania team hosted our
Board meeting in June. Through spending
time with colleagues, I saw firsthand the drive
andpassion within our Company that fuels
our pursuit of excellence.
This commitment is also reflected in our
employee engagement score of 86% in 2024,
earning us the People Insight Outstanding
Workplace Award for the second year in a
row. In the spirit of continuous improvement,
our Independent Non-Executive Director for
Workforce Engagement, Sally Ashford
hosted engagement sessions across the
Company. These discussions will play a
crucial role in shaping management’s action
plans goingforward.
We are committed to ensuring our
organisation continues to be a place where
everyone feelsvalued and supported. I am
particularly pleased we continue to make
progress on hiring talented local teams and
improving female representation across
ourworkforce.
RESPONSIBLE GOVERNANCE
Responsible governance and ethical business
practices underpin the delivery of our
Sustainable Business Strategy.
We are delighted to have received external
recognition once again, including the highest
‘AAA’ rating from MSCI and FTSE4Good
Index inclusion for a third consecutive year.
We continue to comply with the FTSE
Women Leaders Review recommendation
and FCA’s Listing Rules target of 40% female
representation on the Board and to have a
female director in at least one of the senior
board positions. We also continue to exceed
the FCA’s Listing Rules target and Parker
Review requirement on ethnicity.
The Board is satisfied that our strategy and
actions reflect the requirements of and our
compliance with Section 172(1), and there is
more information relating to this throughout
this report, specifically on pages 70–72.
OUTLOOK
As we look ahead, I remain confident in
theCompany’s leadership and our teams’
ability to execute on our 2026 Sustainable
Business Strategy, driving value for all our
stakeholders. On behalf of the Board, I thank
all our stakeholders for their continued trust,
and I look forward to another year of
progress and success.
Sir Samuel Jonah KBE, OSG
Chair
Engaging with our team in Oman, strengthening our commitment to quality customer service and operational excellence.
Population coverage
151m
2023: 144m
Local employees
95%
2023: 96%
Reduction in carbon emissions per tenant
1
(6%)
2023: (4%)
1 This refers to the reduction in Scope 1 and 2
carbon emissions per tenant (tCO
2
e) compared to
the 2020 baseline.
8
Helios Towers plc Annual Report
and Financial Statements 2024
Group CEO’s statement
Strong and consistent
delivery of our Sustainable
Business Strategy
Our purpose is to connect communities and
drive the growth of mobile communication
in some of the most exciting markets in
theworld.
We have built our tower portfolio through a
combination of acquisition and organic new
builds, delivering a strong value proposition
for our customers by providing tower
infrastructure, power solutions and security
at costs significantly below what they would
achieve individually.
While our markets are among the most
dynamic and high growth globally, they also
present significant operational challenges
due to the early-stage development of roads,
power grids and infrastructure. We believe
this not only creates an urgent need but also
acompelling opportunity for high-quality
operational execution and strategic
investment to drive double-digit growth
andattractive returns.
Our strategy is firmly centred ondriving
organic growth and ROIC expansion through
a combination of best-in-class customer
service, tenancy ratio expansion, operational
efficiencies and leveraging technology. This
year, morethan ever, we have invested in and
empowered our people to innovate, lead
andfully embrace our culture of excellence.
I am pleased with our team's execution, and
as we are now past the midpoint of our 2026
strategy, our headline target of a 2.2x
tenancy ratio is firmly in sight. In both 2023
and 2024, we increased our tenancy ratio
annually by 0.1x to reach 2.1x in 2024,
supporting double-digit organic Adjusted
EBITDA growth, ROIC expansion and material
deleveraging. We target a continuation of
these trends in 2025and are firmly on track
to achieve our2026 goals.
In 2024, we also reached two major financial
milestones – positive free cash flow and our
10th year of consecutive Adjusted EBITDA
growth. These highlight the scale the
Company has achieved and our robust and
predictable business model.
Our progress is driven by long-term
contractual partnerships with customers,
which provide stable and de-risked exposure
to our markets.
“ I am proud of our achievements in 2024 as we continue making
progress towards our 2.2x tenancy ratio by 2026 target, while
increasing the population coverage ofour towers byseven
million people to 151million. We remain focused on Customer
Service Excellence, setting new records for power uptime, speed-
to-market andorganic tenancy additions, powered by our
people and innovation in technology and operations.
The team is excited to carry this momentum into 2025, aswe
move closer to achieving our 2026 targets and align onnew
medium-term goals.”
Tom Greenwood
Group CEO
Governance Report Financial StatementsStrategic Report
9
Helios Towers plc Annual Report
and Financial Statements 2024
Group CEO’s statement continued
Accelerating growth through Customer Service
Excellence
Our commitment to Customer Service
Excellence spans our core services of power
delivery, site management and rollout, as well
as our proactive approach to anticipating
andmeeting our customers’ needs.
Power uptime is one of our most critical
customer service KPIs, and in 2024 we
achieved a record of 99.99% uptime – among
the best levels in the region – despite only
having 17 hours ofaverage daily grid
availability. We successfully bridge this gap
through a combination of solar panels,
batteries and generators, combined with
Lean Six Sigma principles and harnessing
technology, such as remote monitoring
systems.
With over 90% of mobile users in our markets
relying on pay-as-you-go services, every
second of downtime results in lost revenue
for MNOs. That is why our 2026 target to
achieve 30 seconds downtime per tower per
week is business critical and I’m delighted
that we achieved one minute 16seconds in
2024, a 41% improvement year-on-year.
The speed at which we safely build new sites
and get MNO networks running is another
critical KPI for our customers. In 2024, we
elevated our performance to new heights,
installing BTS and colocations for our
customers in record times of 114 days and
4days, respectively, reflecting year-on-year
improvements of 18% and 33%, respectively.
We are investing in digital solutions to
enhance productivity, performance and
efficiency. One example of this is how the
predictive power of our proprietary
Geographic Information System (GIS) is
accelerating both customer service quality
and ROIC expansion. We use GIS to identify
how our existing portfolio can support our
customers’ network expansion orto position
new sites for the highest lease-up potential.
In 2024, we built 228 sites, principally in DRC
and Tanzania, which we expect to support
tenancy ratio expansion through to 2026. We
typically target adding a second tenant onto
BTS sites within two years, which is aided by
GIS and supporting efficient mobile
expansion.
We are exploring several additional digital
and artificial intelligence (AI) initiatives in
2025 and beyond to enhance our customer
service and operational efficiency.
ELEVATING PERFORMANCE through People
andBusiness Excellence
Our second strategic pillar focuses on
investing in talented people and improving our
processes for efficiency. By empowering our
people to reach their full potential, wedrive
progress in both Customer Service Excellence
and Sustainable Value Creation pillars.
We do this by integrating Lean Six Sigma
methodology across our organisation. This
helps equip our teams to make data-driven
decisions and systematically eliminate waste
and inefficiencies from processes. In 2024,
there were over 90 business excellence
projects completed across the business
focusing on areas such as cost efficiency,
revenue generation and performance
improvements – delivering tangible benefits
with limited or no capital expenditure, as well
as significant contribution to improving our
customer service KPIs.
To deepen this impact, we are committed
totraining 70% of our team by 2026 in Lean
Six Sigma, with 58% trained today, increasing
by 5ppt year-on-year.
We also continued our commitment to
developing the next generation of leaders at
Helios Towers. At our third annual Executive
Leadership Team (ELT) Conference, 55 of our
leaders discussed our ambitions to capture
the growth in Africa and the Middle East for
the next 10 years. This was complemented by
our continued investment in leadership
training focusing on ‘coaching for
performance excellence’ to build on last
year’s leadership themes of empowerment,
ownership and accountability.
We are particularly proud that three of
ourleaders were nominated for the BQF
UKExcellence Awards. Maixent Bekangba,
Managing Director Congo Brazzaville &
Regional Director, hasbeen shortlisted in the
‘Being Excellent: Emerging Leader’ category
while Lara Coady, Director of Operations and
Engineering, and Gwakisa Stadi, Regional
CEO East Africa, have beenshortlisted in
the‘BeingExcellent: Established Leader’
category.
Driving Sustainable Value Creation for all
Stakeholders
The third pillar of our strategy, Sustainable
Value Creation, integrates the successful
outcomes of our first two pillars with our
disciplined approach to capital allocation.
This pillar is dedicated to creating value
forour customers, people, partners,
communities, investors and the environment.
I am delighted to report record organic
tenancy additions of +2,481, exceeding our
initial guidance of +1,600–2,100, notably
through 813 tenancy additions in Oman. This
growth reflects the outcome of our Customer
Service Excellence pillar. Given the high
proportion of colocation additions, our
tenancy ratio expanded 0.14x to reach 2.05x
– nearing our 2.2x by 2026 target.
Annual Executive Leadership Team Conference, collaborating on strategies for future growth and innovation.
Power uptime
99.99%
2023: 99.98%
Employees trained in Lean Six Sigma
58%
2023: 53%
Tenancy ratio
2.05x
2023: 1.91x
Project 100 investment (2024)
US$12m
2023: US$12m
10
Helios Towers plc Annual Report
and Financial Statements 2024
decrease in carbon emissions per tenant.
Wehavenow invested US$33million since
2022out of the US$100million earmarked
forsustainable initiatives through to 2030.
Through these initiatives we are saving fuel,
delivering attractive ROIC and supporting
carbon reductions. We expect this to support
our revised target of 36% reduction in carbon
emissions per tenant by 2030, compared
to2020 levels, across our nine markets.
We recognise the need to balance our
sustainability value drivers, which often align
but can sometimes conflict with one another.
For example, new site and tenancy rollout,
which is crucial to driving digital inclusion, will
increase our carbon emissions in absolute
terms while reducing overall mobile industry
emissions through infrastructure-sharing.
Yet the social and economic impacts of
connecting more people in our markets and
closing the infrastructure gap are substantial
– considering the EU has six times more
towers per person than our markets.
Wetherefore take a balanced approach to
ensure that all factors and stakeholders are
considered, when setting ambitious targets
on how our business contributes to the
environment and society.
Financial highlights
Through tenancy growth and operational
investments, we achieved a 10% increase in
revenue, a 14% increase inAdjusted EBITDA
and a 66% growth inoperating profit in 2024,
the latter due to Adjusted EBITDA growth
and an update to our tower asset
depreciation policy from up to 15 years to up
to 30 years. This performance, alongside
lower finance costs and other factors,
supported a profit after tax for the first time,
of US$27.0 million.
Alongside continued growth, our 2.2x by
2026 strategy is also supporting a reduction
in capital intensity, which led to ROIC
expansion from 12.0% to 12.9%. This strategy
also supported net leverage reducing from
4.4x to4.0x and continuing its trend towards
3.0x by 2026.
We also strengthened our balance sheet
through a US$850 million bond issuance to
refinance our 2025 notes and partially repay
our term facilities. This allowed us to extend
our maturities by two years and increase our
fixed-rate debt percentage to over 90%, with
only a minimal increase in our cost of debt.
We were delighted to receive positive
recognition from the rating agencies over the
past year. In April 2024, Moody's upgraded
us from B2 to B1, Fitch improved their outlook
to B+ positive shortly after, and S&P
upgraded us twice over the past year,
assigning us our first BB- or equivalent in
February 2025. These positive updates
reflect a combination of our consistency, the
improved free cash flow and strengthened
credit profile.
Outlook
In 2024, we made continued progress
towards our 2.2x by 2026 targets. Our
continued improvements in rollout speed,
power uptime and tenancy ratio expansion
have supported mobile operators to deliver
ever more reliable, expansive and sustainable
mobile connectivity.
Looking ahead, we are focused on continued
execution on our 2026 targets and aim for
our 11th consecutive year of Adjusted EBITDA
growth and further ROIC and free cash flow
expansion. This will be supported by
continuing to elevate our customers’
experience, our talented local teams and our
ongoing investment in digital solutions across
the Group. We look forward to connecting
more communities, delivering even more
reliable mobile and driving sustainable value
for all our stakeholders.
Tom Greenwood
Group CEO
Group CEO’s statement continued
Our site growth over the years has helped our
population coverage surpass 151 million
people, up from 144 million in 2023. To
further improve digital inclusion in our
communities, we are investing in long-term
projects such as ICT labs to helpyoung
people gain digital skills for thefirst time.
Alongside colocations and highly selective
BTS deployments, our capital allocation
policy prioritises investments in operational
efficiencies, given their attractive returns.
Fuel remains our largest operating cost. As
such, we continue to invest in low-carbon
solutions, including grid connections, solar
and hybrid batteries, with US$12million
deployed in 2024.
This investment, combined with tenancy
growth, supported a 2% year-on-year
Maasai students in rural Tanzania benefitting from a new ICT lab we created in partnership with NGO Camara.
Governance Report Financial StatementsStrategic Report
11
Helios Towers plc Annual Report
and Financial Statements 2024
2022
560.7
2023 721.0
2024 792.0
2022 80.3
2023
146.1
2024 242.3
2022 201.4
2023
268.2
2024 298.4
2022 10.3
2023
12.0
2024 12.9
2022 282.8
2023
369.9
2024 421.0
2022 50.4
2023
51.3
2024 53.2
2022 96
2023
96
2024 95
2022 12.69
2023
13.00
2024 12.72
2022 100
2023
100
2024 100
2022 28
2023
28
2024 29
2022 42
2023
53
2024 58
2022 13,553
2023
14,097
2024 14,325
2022 4:40
2023
2:10
2024 1:16 4:40
2022 141
144
2023
2024 151
2022 5,593
2023
5,817
2024 6,008
2022 24,492
2023
26,925
2024 29,406
2022 1.81x
2023
1.91x
2024 2.05x
Our strategic KPIs
We monitor our performance using
arange of KPIs and have set ambitious
targets to ensure that we remain focused
on delivering sustainable growth and
value to all our stakeholders.
Financial performance
Revenue
US$m
792.0
Adjusted EBITDA
US$m
421.0
Adjusted EBITDA
margin
%
53.2%
Operating profit
US$m
242.3
Portfolio free cash
flow
US$m
298.4
Return on invested
capital
%
12.9%
Impact KPIs
1
Sites #
14,325
Tenancies #
29,406
Tenancy ratio x
2.05x
Downtime per tower
per week
2
minutes
1:16
Population coverage
million
151
Rural sites #
6,008
Local employees
in our OpCos %
95%
Female employees %
29%
Employees trained
in Lean Six Sigma %
58%
Carbon emissions
per tenant
3
tCO
2
e
12.72
ISO accreditations
maintained %
100%
Alternative Performance Measures are defined on pages 52–54.
1 Please see the Glossary for definitions of our non-financial KPIs.
2 Downtime per tower per week for 2022 and 2023 has been updated to include our acquisitions in Malawi and Oman.
3 Historic emission intensities have been restated. See page 19 in Climate action for more detail.
READ MORE
PAGE 55
READ MORE
PAGE 13
Local, diverse, talented teams
Climate action Responsible governance
Digital inclusion
KPIs
12
Helios Towers plc Annual Report
and Financial Statements 2024
Impact report
Digital
inclusion
Mobile connectivity is a
key enabler of sustainable
economic growth and an
essential contributor to
the realisation of all 17 UN
Sustainable Development
Goals (SDGs)
1
.
Our infrastructure-sharing model facilitates
mobile operators to roll out connectivity
quickly, cost effectively and with a lower
carbon footprint. This, together with our
expertise in maintaining reliable power, drives
digital inclusion for communities across Africa
and the Middle East.
Material issues
Digital inclusion
Strategic community investment
SDGs
Mobile connectivity is transforming
lives and livelihoods…
The mobile industry contributes significantly to social and
economic development in our markets. With minimal fixed-line
availability, our communities are increasingly using the
connectivity provided by our towers to access life-enhancing
mobile services for work, school, health, finance and other vital
services – sometimes for the very first time.
...but there is a major connectivity
and infrastructure gap
Despite the significant benefits mobile has already brought to
our regions, around 50% of the population across Africa and
the Middle East are not connected to mobile
3
– that is close to
the combined population of Europe and the US.
Our infrastructure-sharing model
ishelping to close this gap
By 2050, the population in Africa and the Middle East
isprojected to increase by around 60% to 2.9 billion –
farexceeding the 7% growth forecast across therest
ofthe world
4
.
The first step towards closing the mobile connectivity
gapand meeting the anticipated future demand for digital
services is to continue expanding tower infrastructure,
ensuring the provision of reliable networkservices.
This is where we make our contribution.
1 GSMA Mobile Industry Impact Report 2024.
2 GSMA The Mobile Economy Sub-Saharan Africa 2024.
3 GSMA database, accessed January 2025.
4 Calculated from UN World Population Prospects 2024 database,
accessed January 2025.
c.60%
projected increase in
population in Africa and
the Middle East by 2050
7.3%
of GDP contribution
frommobile technologies
and services across
Sub-Saharan Africa
–compared to 5.4%
globally
2
c.1bn
people are not covered
by mobile broadband
across Africa and the
Middle East
3
2024 PROGRESS
Sites
14,325
2023: 14,097
Tenancies
29,406
2023: 26,925
Rural sites
6,008
2023: 5,817
Population coverage
151m
2023: 144m
Financial StatementsGovernance ReportStrategic Report
Helios Towers plc Annual Report
and Financial Statements 2024
1313
USING GIS TO SUPPORT
NETWORKPLANNING
Our in-house Geographic Information
System (GIS) team uses proprietary
technologies to support ourcustomers’
network expansion. Through bespoke
analysis that integrates existing network
infrastructure, socioeconomic and other
data, we can forecast the pace of
colocation lease-up across our portfolio.
We use this analysis to provide network
rollout recommendations to our MNO
customers, which has supported our
tenancy ratio expansion, nearing our
2026target of 2.2x.
By improving the availability and quality
ofmobile connectivity, we promote digital
inclusion for our communities.
DESIGNING TOWERS FOR EFFICIENT,
EFFECTIVE CONNECTIVITY
In 2024, we designed a new type of tower
to enhance connectivity, particularly in
rural areas andlocations with limited grid.
It has a smaller footprint, lower cost and
can be deployed in twoweeks,
accommodating up tothree tenants.
The design allows for rapid site
construction without the need for concrete
and heavy machinery, which supports our
ambitions across both digital inclusion and
climate action. We trialled this design in
Oman in 2024 and plan to deploy more of
these towers in rural regions across our
markets from 2025.
GROWING OUR PORTFOLIO TO DRIVE
DIGITAL INCLUSION
In 2024, we grew our portfolio to 14,325 sites
across our nine markets. We had record
organic tenancy additions of 2,481, principally
colocations, reflecting our attractive portfolio
and focus on customer service excellence.
Consequently, our tenancy ratio of 2.05x is
nearing our 2026 target of 2.20x.
We continued to see marked improvements
in our rollout speed for customers, prioritising
safety and efficiency, while reducing our
average colocation and build-to-suit (BTS)
delivery times. We delivered colocation
rollout within four days on average, with
build-to-suit (BTS) delivery being completed
in 114 days on average. We are on track to
achieve our key 2026 target of rolling out
colocations in 24 hours and BTS in 90 days,
helping to extend network coverage tomore
people more efficiently.
As a result of our expansion in 2024, we
estimate that 151million people are within the
network coverage footprint of our towers
1
.
Impact report continued
POWER UPTIME FOR RELIABLE MOBILE
CONNECTIVITY
Working in locations where grid electricity
isunreliable or non-existent, we take pride
inproviding world-class power uptime:
99.99% in 2024. We measure power uptime
as the percentage of time our towers are
powered each week – that is how we ensure
our customers capture full mobile demand
and end-users benefit from areliable mobile
network.
Our strategic KPI of downtime per tower
perweek is the average amount of time that
our sites are not powered across each week.
With90% of mobile users on pay as you go
inour markets, 1% of downtime (or 1 hour
40minutes a week) represents an estimated
revenue loss of US$175million
2
for our
customers and a risk of end-users switching
to alternative mobile operators.
In 2024, we achieved one minute 16 seconds
average downtime per tower per week – a 41%
improvement on 2023. In December 2024,
weachieved our first downtime per tower
perweek of under one minute. We are making
progress towards our ambitious 2026 target
of 30 seconds downtime pertower per week.
This progress is testament to our business
excellence platform and investment in Lean
Six Sigma training in our own teams as well
asour partners. We have seen improvements
across our portfolio, including significant,
consistent reductions in our new markets.
Forexample, our teams in Madagascar and
Malawi have reduced downtime per tower by
96% and 76% respectively since we began
operations in those markets. Read more
about our Lean Six Sigma training on page 21.
We take a holistic approach to our towers,
carefully assessing the optimal power
configuration that balances our aim to
maximise uptime while reducing fuel
consumption, costs and greenhouse gas
(GHG)emissions.
RURAL COVERAGE
Across our markets, governments
acknowledge the significant economic and
social benefits of mobile connectivity and
have set ambitious goals to ensure universal
access for the population.
For MNOs, rural networks tend to generate
lower revenue than urban networks. Our
infrastructure-sharing model ensures that rural
rollout is more economical. In addition, we are
designing lower-cost, lighter-weight towers
supported by lower-carbon power systems.
In Tanzania, we continued to support the
Government Universal Communication
Service Access Fund (UCSAF), which
facilitates greater access to communications
particularly in rural and under-developed
areas. We have supported our customers to
build 400 rural UCSAF sites since 2019.
We have exceeded our 2026 target of 6,000
rural sites, driven primarily through expansion
in off-grid, previously unconnected areas
inDRC.
Power uptime
99.99%
2023: 99.98%
SEE MALAWI CASE STUDY IN OUR
MARKET AND OPERATING REVIEW
PAGE 29
GIS signal strength heat map.
1 2024 population coverage has been externallyassured.
2 Calculated using total FY24 cellular revenues across
ournine markets, multiplied by 1%. Cellular revenues
asper GSMA database accessed February 2025.
14
Helios Towers plc Annual Report
and Financial Statements 2024
STRATEGIC COMMUNITY INVESTMENT
Alongside our business growth directly
supporting digital inclusion, we are also
developing strategic, long-term projects
andpartnerships to improve digital skills
and maximise the use of mobile.
Ourcommunity investment isfocused on:
 education, skills and digital inclusion;
  access to cleaner power
andamenities;and
  addressing climate change
andreducing carbon emissions.
We prioritise projects that impact rural
communities and women; groups that are
least likely to be connected to – and using
– mobile. Rural communities are, on
average, 49% less likely to use mobile
internet than their urban counterparts
1
.
Inaddition, women inSub-Saharan Africa
are 34% less likely touse mobile internet
than men
2
.
HELIOS TOWERS GRADUATE PROGRAMME
We have expanded our ‘Helios Towers
School of Engineers’ work experience
initiative toa broader graduate programme.
We continue to focus on giving
opportunities to young people from
under-represented communities and
wetarget a 50% female intake.
We will invest in providing graduates
withexperience across various business
functions. We have also partnered with
Mastercard Foundation to provide an
additional pipeline of candidates for our
operating companies (OpCos) and look
forward to hosting our firstcohort in2025.
In South Africa, the female learners
whostarted with us in 2023 were offered
permanent roles in 2024. In Senegal,
wehave partnered with universities to
facilitate talent intake.
Impact report continued
2024 highlights
Group-wide
Across the Group, colleagues celebrated
International Girlsin ICT Day, encouraging
girls to explore studies and careers inSTEM
through mentoring, giving talks
andparticipating in careers fairs.
In Congo Brazzaville, our colleagues hosted
aworkshop for female students from a local
school, joined by representatives from the
Ministry of Telecommunication and Digital
Economy.
Malawi    
Our team in Malawi built a solar-powered
phone-charging station to support students
fromthe University of Livingstonia – a remote
area in the northern region with limited grid
availability. The station allows 15students at
any one time to charge their phones
andlaptops for free.
Tanzania
Working with our NGO partner Camara
wecontributed equipment to a new ICT lab
at Endeves Secondary School in a Maasai
community. Over 500 students will have
access to online learning through the new lab.
DRC    
In conjunction with our build and
maintenance partners, we created a solar-
powered ICT lab in a low-income community
school, Complexe Scolaire Mpumbu. Over
600 students will have access to the lab. We
also refurbished classrooms toimprove the
overall learning environment forstudents.
South Africa
We partnered with MTN Foundation to offer
four unemployed young people a year of ICT
work experience with us and MTN.
1 GSMA The State of Mobile Internet Connectivity 2023.
2 GSMA The Mobile Gender Gap Report 2024.
Financial StatementsGovernance ReportStrategic Report
15
Helios Towers plc Annual Report
and Financial Statements 2024
Climate
action
Decoupling our business
growth – which enables
vital connectivity for
millions more people – from
carbon emissions is a major
challenge in the markets
where we operate.
As we work in locations with non-existent
orunreliable grid electricity, we rely on
generators to guarantee power for our
customers’ networks.
Nonetheless, we remain committed to
shaping alow-carbon future by reducing
ourenvironmental footprint while building
our resilience to climate change.
Material issues
Climate change mitigation
Energy
SDGs
We must grow our business to close
the vast infrastructure gap…
160million people in Sub-Saharan Africa are not covered by
mobile broadband
1
. The region would need onemillion more
towers to match the same density per person seen in Europe
and the US today
2
.
…operating in regions with the
world’s lowest electrification rates
Our commitment to enabling digital inclusion relies on
maintaining reliable power, even in the most remote locations
orchallenging conditions. Our African markets are also
disproportionately affected by the consequences ofclimate
change, despite being a small contributor to global emissions.
Infrastructure sharing
reduces industry emissions
Increasing colocation on our towers reduces
theenvironmental impact of powering mobile
connectivity when compared to thetraditional
operator-owned model.
It avoids emissions from tower steel, concrete
foundations and additional assets required if each
MNO built its own sites. Only one generator or
power supply is needed to cater for multiple
tenants, minimising maintenance visits and saving
thousands of kilometres driven each month.
Themore tenants per tower, the lower diesel
emissions per tenant.
2024 PROGRESS
Carbon emissions
per tenant (tCOe)
12.72
2023: 13.00
Africa contributes
<3%
of global energy-related
CO
2
emissions
4
despite it
being home to18% of the
world’s population
5
c.50%
of the population across
Africa and the MiddleEast
arenot connected
tomobile
3
Impact report continued
1 GSMA, The State of Mobile Internet Connectivity Report 2024.
2 TowerXchange, UN World Population Prospects, 2024.
3 GSMA database, accessed January 2025.
4 International Energy Agency.
5 UN World Population Prospects, 2023.
6 Average diesel emissions reductions have been calculated
bycomparing diesel consumption on towers with one, two
and three tenants.
REDUCTION IN DIESEL
EMISSIONS PER TENANT
6
Two tenants
38%
vs
Three tenants
47%
vs
Helios Towers plc Annual Report
and Financial Statements 2024
16
TACKLING ENERGY CHALLENGES
INOURREGIONS
Optimising our energy consumption is the
key driver for reducing our environmental
impact. Over 99% of our energy consumption
is the diesel and electricity used to power our
customers’ networks.
We focus on optimising energy consumption
and reducing emissions intensity. The diesel
and electricity used to power our towers
accounts for 98% of our Scope 1 and 2 GHG
emissions. See page 19 for detailed energy
and carbon data.
OUR UPDATED CARBON TARGET
Recognising the vast infrastructure and
connectivity gap in our markets, we remain
committed to expanding ourbusiness and
operating as efficiently aspossible. This
commitment is reflected inour carbon
intensity target, which aims toensure our
growth is sustainable andresponsible.
In 2024, we updated our 2030 target to 36%
reduction in carbon emissions per tenant.
This Group target includes the four new
markets acquired since we set the original
target of 46% in 2021. The updated target
reflects ourgrowth in markets that are more
fuel-intensive due to limited grid
infrastructure and significant connectivity
gaps, notably the DRC. There is a clear
correlation between the markets with the
lowest mobile penetration having the lowest
grid availability and consequently the highest
carbon emissions pertenant.
Developing the target involved detailed
analysis and planning from each OpCo to
ensure practical, feasible solutions to 2030.
Our updated target also reflects performance
against the previous target as well as
learnings from our initial carbon roadmap.
Wetrialled innovative technologies such
aswind power and fuel cells. Wind did not
produce the required energy output. Fuel
cells require the development of local
Impact report continued
As electricity supply from the national
gridsin most of our markets is limited and
unreliable, we rely on diesel generators to
guarantee power for customers and end-
users. With diesel being a significant
contributor to our energy consumption and
carbon footprint and the largest operating
cost at a tower site, we focus on reducing
diesel consumption and using the grid
wherever possible.
However, we have a significant variance in the
supply and carbon intensity of grid electricity
across our markets. The chart shows site-
weighted average grid availability per day
across the Group – averaging 17 hours a day.
Average grid availability per day hours
Includes both on- and off-grid sites
DRC
Madagascar Malawi
Tanzania
Ghana
Oman Senegal
South Africa
Congo B
10
8
8
10
22
19
23
23
24
We leverage renewables and battery
technologies to reduce both fuel and grid
consumption.
We use solar solutions where possible at
off-grid and limited-grid sites, depending on
factors such as location, space and site
performance needs. For example, powering a
two-tenant site solely by solar would require
an area equivalent to the size of a tennis
court, which is not feasible for the majority
ofour sites.
2030 carbon target
36%
reduction in carbon
emissions per tenant,
compared to 2020
2024 target progress
6%
reduction in carbon
emissions per tenant,
compared to 2020
infrastructure and distribution to be viable
and cost-effective. We will continue
toexplore and trial new technology;
however,our current roadmap focuses
investment ontechnologies we have seen
proven to promote energy efficiency and
reduce carbon intensity across our portfolio.
Our target covers Scope 1 and 2 emissions
where we can make the most material impact
(the diesel and electricity used to power our
customers’ networks). The target translates
to increasing absolute emissions by 22%
against 2020 levels, despite the significant
growth required to tackle the mobile
infrastructure gap.
We will achieve our target by:
– increasing colocation on our towers; and
– Project 100: our commitment to invest
US$100million between 2022 and 2030
toimprove energy efficiency and reduce
reliance on generators (see page18).
We maintain our 2040 Net Zero ambition.
This is reliant on the grids in our markets
becoming more reliable and cleaner, as well
as a more supportive policy environment for
renewable energy adoption and low-carbon
technology rollout. We will play our part in
this by working closely with national
policymakers and utility providers to further
proliferate and improve grid connectivity.
Promoting social and economic impact
while reducing environmental impact
Mobile technology drives sustainable
development and is fundamental for the
transition to a low-carbon economy in our
regions. We take a balanced approach to
ensure that all stakeholders are considered
when setting ambitious yet achievable
carbon targets. Ourcommitment to
customers and communities is centred on
increasing colocation and maintaining
reliablepower. We will continue to invest in
markets with low mobile penetration that
may be more fuel intensive, because we
believe in the positive impact of mobile
connectivity.
While we support the consensus to limit
warming to 1.5˚C and we invest in lower-
carbon solutions, based on our operating
context, it is very challenging to deliver
annual absolute reductions in line with a
Science Based Targets initiative (SBTi)
1.5˚Cpathway.
Our focus remains on investing to reduce
our direct emissions rather than offsetting.
We also support our communities with
solar-powered phone-charging stations
anddeploy renewable energy solutions
wherever possible in our strategic
community investment projects.
READ MORE
PAGE 15
Financial StatementsGovernance ReportStrategic Report
17
Helios Towers plc Annual Report
and Financial Statements 2024
Impact report continued
Project 100 in action
Project 100 is our commitment to invest
US$100million between 2022 and 2030 to
reduce our reliance on diesel and use more
efficient, lower-carbon power solutions based
on the energy landscape in each market, as
well as commercial and technical feasibility.
In2024, we spent US$12million on low-
carbon solutions including grid connections
and restorations, Remote Monitoring System
(RMS), solar and hybridsolutions.
We are implementing RMS to support
real-time site performance management
and analysis. As our ‘eyes and ears’ on
asite, it gives real-time information onsite
power equipment being used and energy
production.
With the ability to identify and rectify issues
such as grid failure leading to the generator
running, we can improve our power
reliability aswell as reduce our fuel
consumption and emissions.
RMS data has also been transformational in
driving better decision-making on how to
optimise the power configuration of sites.
By the end of 2024, 79% of sites had RMS
installed, with an average connectivity
of95%.
REMOTE MONITORING SYSTEMS (RMS) SUPPORT POWER OPTIMISATION
 DRC
With limited and unreliable grid electricity
inDRC – averaging eight hours of grid per
day – we rely on generators to maintain site
power uptime for our customers.
RMS data helped the local engineering team
understand where sites were defaulting to
the generator in areas with unstable or
poor-quality grid connectivity. They installed
phase selector equipment to maximise grid
utilisation and reduce generator runtime.
This, combined with investment in upskilling
our maintenance partners, resulted in saving
three million litres of fuel and over 7,500
tonnes of carbon in DRC over the year.
 Madagascar
In 2024, we successfully installed RMS on
100% of our sites in Madagascar, which has
significantly contributed to reducing diesel
consumption and maximising power
uptime. Using RMS data, the team identified
sites suitable for deploying solar and
battery solutions. The team has also
initiated trials to connect sites to mini-grids.
Furthermore, RMS data led the team to
pinpoint training for our maintenance
partners on specific equipment.
As a result, downtime pertower per week
improved significantly, averaging two
minutes and 29seconds in 2024, compared
to five minutes in 2023 and 52 minutes
when operations commenced in early 2022.
Additionally, carbon emissions per tenant
decreased by 9% since 2023.
Grid connections
We prioritise connecting off-grid sites
to the grid to reduce fuel consumption
andenergy costs.
In 2024, we continued to invest in grid
connections – the most cost-effective power
investment we make. We work with national
grid providers to encourage greater access
toelectricity, both for our sites and our
communities.
For example, in Malawi, we partnered with
the national electricity operator ESCOM on
aprogramme to connect over 100 sites to the
grid and restore grid connections across 186
sites, which will avoid diesel consumption and
associated carbon emissions.
Hybrid solutions
Hybrid installations help to maximise
the power we consume from battery
technology, thereby limiting or eliminating
generator runtime.
Hybrid installations involve running the
generators with improved efficiency by
operating them at a higher load for a shorter
time, with the remaining time covered by
stored battery energy. We are transitioning
tolonger-life lithium battery technology, which
has improved in cost and power density over
recent years – 70% of our hybrid sites now
have lithium batteries. In Senegal, by investing
in hybrid installations complemented by solar,
we have reduced diesel consumption by 46%
in 2024, saving over 400 tonnes of carbon.
Solar
We use solar solutions where possible at
off-grid and limited-grid sites, depending
on factors such as location, space and site
performance needs.
Based on learnings from solar rollout in
Ghana in 2023, the team has supported
otherOpCos to add solar to 172 sites across
our portfolio.
In 2025, our team in Senegal will host a solar
workshop, promoting knowledge sharing
across OpCos. We are exploring larger panels
on sites in Tanzania todetermine the
effectiveness of improved panel technology.
We will also continue to explore partnerships
with mini-grid providers.
Hybrid sites
29%
2023: 27%
Solar sites
7%
2023: 6%
Sites connected to grid
80%
2023: 79%
Upskilling our maintenance partners
Once we have configured power solutions
foreach site, we focus on improving the
technical skills of our maintenance partners,
whose efficient and effective maintenance
ofour towers contributes to reducing energy
consumption – and carbon – and prolonging
the life of ourassets.
In 2024, we worked with our power
equipment suppliers to develop training on
how to install, use and maintain equipment.
Over 800 engineers from our maintenance
partner network participated. We will
establish training centres within OpCos for
practical delivery with interactive videos to
improve standards in preventative
maintenance.
Additionally, we continually optimise
maintenance visits to avoid potentially
thousands of kilometres driven each month.
18
Helios Towers plc Annual Report
and Financial Statements 2024
Impact report continued
503,952
30%
28%
42%
Scope 1
1
Scope 2
1
Scope 3
1
Our 2024 footprint tCO
2
e
Total emissions per year tCO
2
e
2020 2023 2024
Scope 1 153,702 195,151 210,603
Scope 2 118,952 127,579 140,414
Scope 3 151,462 137,942 152,935
Total 424,117 460,672 503,952
Scope 1 and 2 emissions per tower and per
tenant (tCO
2
e)
2020 2023 2024
Tower 24.25 24.46 25.52
Tenant 13.58 13.00 12.72
Energy use (kWh)
2024
Tower grid electricity 422,461,853
Office grid electricity 1,490,069
Tower generator diesel 809,703,716
Vehicle diesel 6,207,146
Vehicle petrol 3,214,333
Total 1,242,999,724
Absolute emissions
Scope 1 and 2 absolute emissions have
increased by 9% year-on-year. The Scope 1
increase of 8% was driven by DRC, due to
higher fuel consumption related to site
growth (+8%). In addition, in early 2024
Tanzania saw increased diesel consumption
due to reduced grid availability caused by
drought. In Malawi and Senegal, Scope 1
emissions fell by 7% and 21% respectively as a
result of tighter control on fuel and increasing
electrification.
The increase in Scope 2 is largely due
toincreased electricity consumption in
Tanzania, compounded by a 10% increase
ingrid emissions intensity due to droughts
affecting renewable hydropower supply to
the country's grid.
Our Scope 3 emissions have increased due to
category 3 – the associated emissions from
extracting, refining and distribution of fuels
and electricity for our towers, which
constitute over 60% of Scope 3. Our focus on
minimising fuel consumption will result in
reduced emissions from this category.
Emissions intensity
Overall emissions intensity per tenant has
decreased by 2% since 2023 and 6% since the
2020 baseline. This is driven by tenancy
growth outpacing the increase in absolute
Scope 1 and 2 emissions, which reflects the
Company's focus on growing colocation
tenants faster than sites, which naturally leads
to financial and emissions efficiencies across
the portfolio.
While customer energy consumption has
increased by 1% since 2020, the 6% reduction
in emissions per tenant demonstrates an
overall cleaner energy mix.
UK STREAMLINED ENERGY AND CARBON REPORTING (SECR)
2023 2024
UK and
Offshore Global
UK and
Offshore Global
Scope 1 (tCO
2
e) 0 195,151 0 210,603
Scope 2 (tCO
2
e) 34 127, 545 73 140,341
Scope 3 (tCO
2
e) 8,057 129,885 6,394 146,541
Total gross Scope 1 and
Scope 2 emissions (tCO
2
e) 34 322,696 73 350,944
tCO
2
e per tower – 24.46 25.52
tCO
2
e per tenant – 13.00 12.72
Energy consumption used to
calculate above emissions (kWh)
2
93,726 1,118,568,756 187, 325 1,242,889,793
Our 2024 Scope 1, 2 and 3 (category 3) emissions have been externally assured.
SEE ASSURANCE REPORT IN
OURSUSTAINABLE BUSINESS ADDENDUM
1 Scope 1 includes tower diesel, fuel used for company vehicles and refrigerants. Scope 2 includes tower grid electricity and electricity purchased for our offices. Scope 3 includes
well-to-tank and transmission and distribution of energy, capital goods, purchased goods and services, business travel, freight, employee commuting and working from home emissions,
and downstream leased assets. Scope 3 emissions include calculations using the Comprehensive Environmental Data Archive (CEDA). Refrigerant data is based on estimates provided by
our Operations teams across allmarkets in 2024. We continue to improve refrigerant data collection with our maintenance partners.
Historic emissions have been restated to reflect changes in energy consumption due to a change in operational control for specific towers in Oman, where tower energy emissions have
moved from Scope 3 to Scopes 1 and 2.
2 Our reporting is prepared in accordance with the WRI Greenhouse Gas Protocol: Corporate Standard, Revised Edition. ‘Global’ excludes UK and offshore. All markets are reflected.
3 Carbon savings calculated using global steel and concrete averages from ecoinvent.
OPTIMISING TOWER DESIGNS:
REDUCE,REUSE AND RECYCLE
By reducing the steel and concrete used in
our towers, we can reduce Scope 3
emissions. In 2024, we started developing
bespoke designs for all new builds. Across
333 sites, we saved over 800 tonnes of steel
and 1,400m
3
of concrete when compared to
our previous standardised design –
equivalent to over 1,900 tonnes of carbon.
This also improved delivery timeand cost.
In Oman, we reviewed 30 temporary
towers we had acquired and developed
astrengthening plan to convert them
intopermanent structures rather than
rebuilding them. This saved 93 tonnes of
steel and 420m
3
of concrete, avoiding over
300 tonnes of carbon and US$2.5million
inadditional costs
3
.
READ MORE ABOUT OUR APPROACH TO
CLIMATE RISK IN OUR TCFD DISCLOSURES
PAGES 44-50
Financial StatementsGovernance ReportStrategic Report
19
Helios Towers plc Annual Report
and Financial Statements 2024
Local, diverse,
talented teams
Our success is built on the
diversity of our teams and
a working environment that
is truly inclusive. We are
committed to fostering an
engaged and empowered
workforce by embedding
a culture of continuous
learning across the business.
Material issues
Local employment
Equal treatment and opportunities for all
Training and skills
SDGs
OUR LOCAL, DIVERSE WORKFORCE
We aim to be a business whose workforce
reflects the customers and communities
weserve. We are committed to harnessing
diverse talent and skills and promoting
employment opportunities in our markets
by hiring and empowering localised
workforces. In 2024, we had 95% local
employees in our OpCos. Our 2026 target
of 95–100% provides us with the flexibility
to offer colleagues opportunities to work
indifferent markets.
In 2024, we had 29% women working
across our business, making good progress
against our 2026 target of a 30% female
workforce. Our Executive Committee
(ExCo) comprised 22% women. We
expanded our talent acquisition platforms
to cater for diverse communities and use
gender-neutral language as part of job
descriptions. Within our OpCos we focus
onrecruiting women engineers as part of
the Helios Towers graduate programme,
which is targeting a50% female intake.
Read more on page 15.
In 2024, we also updated our UK Family
Leave Policy supporting maternity,
paternity and adoption, as well as shared
parental leave, providing a competitive
offering above the UK statutory
requirements.
Executive Leadership Team Conference 2024.
Employees by market
1
Tanzania
DRC Congo B Ghana
South Africa
Senegal
Madagascar
Malawi
Corporate Oman
1 Includes permanent, fixed-term and temporary
employees: reflects year-end data.
31
39
43
55
45
49
144
186
58
108
758
RECIPROCAL MENTORING PROGRAMME
Building on the success of our women’s
mentoring circle in 2023, we launched
a reciprocal mentoring programme
for 60 colleagues across the business,
including members of the ExCo.
Through mutual mentorship, we are
empowering people at all levels to share
experiences and deepen understanding
of the challenges faced by female
colleagues in the workplace, shifting
unconscious bias. The six-month
programme is an important part of
ourdiversity, equity and inclusion
(DEI)strategy.
“ By embracing diverse
perspectives and increasing
gender representation, we
canfoster inclusivity, drive
innovation and deliver on our
Sustainable Business Strategy.”
Tom Greenwood
Group CEO and member of the
reciprocal mentoring programme
Impact report continued
Local employees in OpCos
95%
2023: 96%
Female employees
2
29%
2023: 28%
Ethnicity
8%
9% 83%
Ethnically diverse
Other Not disclosed
1 Includes permanent, fixed-term and temporary
employees: reflects year-end data.
2 Our 2024 gender diversity data has been
externallyassured. For additional gender diversity
data please refer to page 112.
Helios Towers plc Annual Report
and Financial Statements 2024
20
ENGAGING OUR PEOPLE
We are committed to creating an open,
inclusive culture where colleagues feel
engaged to deliver on our purpose and
strategy. Regular Group-wide town halls,
quarterly updates and bi-annual strategy
days are held in all offices so all colleagues
can contribute to shaping our future. In 2024,
we held our third annual Executive
Leadership Team Conference for 55 leaders
across our business to help to develop our
future strategic goals.
Our Group CEO, ExCo and Board members
visited our markets and held roundtables
withcolleagues to discuss progress on
ourstrategy.
Sally Ashford, our designated Non-Executive
Director for workforce engagement,
conducted ‘Voice of the Employee’ sessions
in DRC, Congo Brazzaville, Tanzania and the
UK. Feedback, including increased focus on
career development, will be reviewed in2025.
2024 EMPLOYEE ENGAGEMENT SURVEY
We conduct a full employee engagement
survey biennially. Our engagement score
places us within the upper quartile of
respondents in our sector and reflects
ourstrong workplace culture.
We are also proud to have received
People Insight Outstanding Workplace
Award for the second consecutive year.
Based ondetailed feedback sessions held
across OpCos and business functions,
wewill focus on wellness, enhancing our
feedback culture and streamlining
operational processes in2025.
Response rate
100%
2022: 100%
Engagement score
86%
2022: 87%
A STAMP OF EXCELLENCE
Following our award recognition at
theUK Excellence Awards in 2023,
wearenow a platinum member of
theBritish Quality Foundation (BQF).
Gwakisa Stadi, Regional CEO East Africa,
is part of the judging panel assessing
2025 nominations.
Additionally, Gwakisa and Lara Coady,
Director of Operations and Engineering,
have been shortlisted for the ‘Being
Excellent: Established Leader’ category.
We were proud finalists in the categories
ofInnovation, ProjectDelivery
– Infrastructure and
Continuous Improvement
culture.
CEO COMMENDATION AWARD
Our annual CEO Commendation Award
recognises outstanding colleagues for
exceptional contribution to our
Sustainable Business Strategy. We
received an impressive 500 nominations
from colleagues and selected 14 winners
from across various functions and OpCos.
Each colleague had made a significant
impact – whether through efficiency
improvements, cost savings, excellence
incustomer service or reduced
environmental impact. The winners were
rewarded with an experience in Dubai,
hosted by the Group CEO and members
of the ExCo.
Impact report continued
The inaugural HT SharingPlan award, granted
in 2021, vested during 2024. This plan allows
all employees to receive an element of
remuneration linked to the Helios Towers
share price. All employees are granted
awards with the same value and on identical
terms, regardless of their role or location.
READ MORE IN OUR REMUNERATION
REPORT PAGE 91
Learning and development
Our learning and development programme
iscritical to our business success: upskilling
colleagues and delivering field-based training
to our maintenance partners to promote
efficient operations. During 2024, we revised
our learning management system to the
‘HTLearning Academy’, giving our own
teams as well as our partners access
topersonalised learning modules including
leadership, compliance, safety and field-
based preventative maintenance. In 2024,
weinvested US$1.1million in programmes
forour people.
We launched a bespoke management
programme for 75 line managers across the
Group, developing skills in talent acquisition,
performance management and DEI. With
aninteractive blend of online, role-playing
exercises and personalised coaching, the
programme has helped to develop
managerial capabilities. Our programme has
been awarded external accreditation from
the Institute of Leadership.
Investment in training 2024
US$1.1m
Lean Six Sigma: our business excellence
foundation
The Lean Six Sigma approach is renowned
for increasing productivity, reducing
inefficiencies and improving the quality
ofoutput.
It is our methodology of choice to deliver
business and customer service excellence
and encourages our teams to continuously
improve our processes for reducing waste.
Asof 2024, 58% of our colleagues are trained
in Lean Six Sigma (orange and black belt),
and we aim to reach 70% by2026.
By putting Lean Six Sigma methodology
intopractice, we have seen several process
improvements across the business and with
our maintenance partner network.
In 2024, our DRC team significantly reduced
fuel consumption and carbon by optimising
grid utilisation, our South African team
reduced costs through ground lease renewals
and the Malawi team streamlined our
customer technology upgrade programme,
enabling rollout within a record 24 hours.
Colleagues trained in Lean Six Sigma
2022 42%
2023
53%
2024
58%
The winners with our Group CEO.
DRC colleague strategy day 2024.
Financial StatementsGovernance ReportStrategic Report
21
Helios Towers plc Annual Report
and Financial Statements 2024
Responsible
governance
Responsible governance
and ethical business
practices underpin the
delivery of our Sustainable
Business Strategy. We
work with our colleagues,
suppliers, contracted
partners and peers to
promote safe, ethical
business practices and
improve industry standards.
Material issues
Health and safety
Security-related impacts
Working conditions in the supply chain
Ethical business conduct
SDGs
SAFETY
The safety of our people and contracted
partners is our priority and one of our most
significant human rights impacts.
Our approach to safety, health,
environment and quality (SHEQ) combines
adherence to international safety standards
with a culture of robust management and
improvement. Through our safety
framework, we aim to mitigate our greatest
areas of risk, such as driving and working at
height, and significantly improve awareness
of safe working practices, as we work in
markets with limited regulatory oversight
and enforcement of safety.
Safety management and governance
Our culture of safety runs through the
whole organisation – from every Board
meeting to our onsite briefings. Wemonitor
and report on the safety and performance
of our contracted partners inthe same way
we do our own people.
We adhere to the highest international
safety standards, with rigorous
performance monitoring. All nine OpCos
are certified to the integrated management
system under ISO 9001 (Quality
Management), ISO 14001 (Environmental
Management) and ISO 45001 (Occupational
Health & Safety) standards. Wealso provide
active guidance to help our maintenance
partners achieve the safety standard and
in2024, 16 of our 17 maintenance partners
were ISO 45001 certified.
The leadership team in each OpCo
undertakes monthly site safety tours as part
of their SHEQ KPIs, and our ExCo colleagues
undertake site safety tours during their OpCo
visits. This provides an opportunity for our
leadership teams to engage with our partners
at site level, recognise good practices and
share insights for improvement.
Our OpCo Managing Directors also review
detailed assessments with maintenance
partners every month. We use a bespoke
quantitative benchmarking tool consisting
of127 SHEQ criteria to audit our partners.
Performance is reviewed during SHEQ
governance reviews at both Group and OpCo
levels. During the year, our maintenance
partners scored 94% in our audit.
Our approach to safety is centred around
encouraging colleagues and partners to
report near misses and all incidents. This sets
the foundation from which we can learn from
mistakes and reduce the risk of more severe
incidents and fatalities.
To make it easier for partners to log safety
observations, near miss events and incidents,
we integrated the reporting onto
ServiceNow, the operations platform used by
partners. This has improved the visibility of
reporting for leadership within Helios Towers
as well as our partner organisations.
We use this safety data to improve
operational controls and support our learning
culture. Since 2019, we have reduced major
severity rates by 54%, an improvement that
demonstrates parity within the thresholds of
mature UK industries.
Safety performance combined contracted
partners and Helios Towers
Lost-time incident frequency rate
1
2024
2023
2022
0.18
0
.52
0.30
Total recordable case frequency rate
1
2024
2023
2022
0.51
0.59
1.24
Road traffic accident frequency rate
2
2024
2023
2022
1.45
1.23
2.08
Near miss reporting rate
119%
1 Per one million people hours worked.
2 Per one million kilometres driven.
Our Chair and Group CEO on a safety visit in Oman.
Impact report continued
Helios Towers plc Annual Report
and Financial Statements 2024
22
2024 safety initiatives
We continually look for new ways to improve
site safety and monitoring when we build
new towers and implement initiatives to
reduce our greatest areas of risk, including
working at height and driving. We are
deploying technologies such as camera
helmets, which allow for virtual site safety
checks even in the most remote locations,
along with inspection software, which allows
for real-time feedback on site safety
compliance.
Driving
Driving continues to be the greatest physical
risk to our workforce and our partners, with
over 30million kilometres driven per year
across dispersed sites, including in remote
locations with poor road conditions.
We mandate that our vehicles, and those of
our partners, are equipped with an in-vehicle
monitoring system (IVMS), with 100% of our
maintenance partners having IVMS installed.
Additionally, we have introduced dashcams,
enabling us to capture additional driving
parameters.
IVMS has helped us to target improvements
in driving behaviours and reduce our accident
frequency rate for the fifth consecutive year.
Working at height
All our partners have received specific
training for safe mechanical lifting, with all
lifting equipment being checked and certified
as fit-for-use by a third party. We also partner
with Gravity Training, a work-at-height
specialist, to deliver courses with our
colleagues and partners.
We produced a 'Line of Fire' awareness
campaign focused on risks around handling
generators and electrical poles. Working with
our partners, we ensure a bilaterally
approved plan along with assurance that the
necessary equipment and personnel are in
place before any work commences.
Impact report continued
Raising industry standards
We participate in partner, industry and
government events to share our learnings
and promote safe working. We hold partner
conferences, which include the opportunity
to communicate on progress and reward
teams for the best safety initiatives. During
2024, we held a conference with 15 partners
in DRC and Madagascar and held safety days
in Congo Brazzaville, DRC, Ghana, Oman and
South Africa.
In partnership with Nokia, Gravity Training
and Uirtus, we held our fifth annual ‘Lifting
Safety to New Heights’ conference, which
promotes higher standards for safety in the
African telecommunications industry. In
addition, wewere invited to speak at
TowerXchange Africa on best practices in
health and safety.
safety training for our partners
To enhance safety and operational
standards, we launched a bespoke safety
training programme for tower build
partners in DRC and Malawi.
Delivered in conjunction with Gravity
Training, the programme is designed to
equip our partners with essential skills for
tower climbing, load rigging and tower
construction, with a strong emphasis on
safety, efficiency andenhancing tower
build quality.
PHYSICAL SECURITY
The security of our teams, partners and
assets is paramount. Some of our sites are
guarded and we work to minimise any risks
relating to interactions between guards and
local communities.
During 2024, we appointed a Group Head
ofSecurity and developed a Group Security
Policy and strategy. We define security
solutions according to the risk profile of our
sites, integrating technology such as motion
sensors, CCTV, alarms, electronic access
locks and guards, in addition to site
monitoring tools with our RMS and fuel
alarms. An external audit will be carried
outduring 2025.
Lifting equipment up a tower using a mechanical hoist.
Financial StatementsGovernance ReportStrategic Report
23
Helios Towers plc Annual Report
and Financial Statements 2024
RESPONSIBLE SUPPLY CHAIN PRACTICES
Helios Towers works with suppliers around
the world to meet the needs of our business
and customers, with a strong focus on local
sourcing wherever possible.
Our product procurement typically
comprises telecommunications towers,
generators, rectifiers, batteries, solar power
units and fuel. We engage local contractors
as partners in services such as site
maintenance, civil construction, power
management and security provision.
We work closely with our suppliers and
contractors to promote responsible and
ethical behaviour, doing our utmost to keep
everyone working in our operations safe from
harm andtreated fairly. We support an
indirect workforce of more than 11,000
people whobuild, maintain and secure
oursites
1
.
We believe in close collaboration with our
contractors with a ‘One Team, One Business’
ethos. This includes sharing offices with our
partners, embedding operational excellence
and Lean Six Sigma principles across the
team. Investing in the skills of our partners
helps to develop the knowledge and
capability of their field teams, which is critical
to us meeting our power uptime targets and
maintaining our assets over the long term.
OurLearning and Development team
undertakes skills gap assessments and
delivers field-based training programmes
that help our partners toalign with
international standards and best practice,
which benefits their businesses as a whole
and contributes to a more skilled local
workforce.
Spend with local suppliers
81%
2023: 81%
Impact report continued
Advancing labour and human rights
We are committed to conducting our
business in a way that respects the human
rights of all our stakeholders, including our
employees, workers within our supply chain
and the communities where we operate.
Ourcommitment is outlined in our
HumanRights Policy, our Code of Conduct
and Third-Party Code of Conduct. Helios
Towers is also a member of the United
Nations Global Compact Network and follows
its guiding principles on labour and
humanrights.
Our most salient human rights impacts lie
inthe area of health and safety and labour
rights, in relation to our third party and
contractor employees, and for workers in our
wider supply chain. We manage human rights
risks in our supply chain through assessing
our suppliers in areas such as forced labour,
child labour and other risks to human rights.
Our suppliers and contractors are expected
to comply with our Third-Party Code of
Conduct, which, among other expectations,
applies strict labour standards and prohibits
any form of modern slavery or child labour.
We conduct annual Third-Party Code of
Conduct training and annual certification
with all suppliers. Wealso check and inspect
our partners’ records and processes when
needed, provide periodic compliance training
and promptly investigate any concerns raised
regarding potential violations of our Code.
Read more about the measures we take in
our ModernSlavery Statement.
Following our human rights due diligence
exercise of Oman operations in 2023, we
have adapted our partner evaluation and
sitefeedback mechanisms to account for new
labour law requirements. This will
bereviewed as part of the wider supplier
evaluation process in 2025, across OpCos.
ETHICAL BUSINESS CONDUCT
We apply the highest standards of
governance and comply with all applicable
laws and best practice. Our compliance
programme is managed by our Group Legal
function with Board oversight. Compliance
reviews are included as a standing agenda
item on all Board and Audit Committee
meetings. We also have regional compliance
managers covering our Anglophone and
Francophone markets, responsible for
overseeing compliance to our integrity
requirements, supported by a trained team
ofcompliance champions in each market.
We expect our colleagues and our partners
to uphold our standards, as set out in our
Code of Conduct and Third-Party Code of
Conduct respectively. These Codes set out
our commitment to business integrity and
cover a broad range of topics including
handling conflicts of interest, compliance
issues, environmental, information security
and non-discrimination standards. They are
complemented by an internal Integrity Policy
that addresses specific risks including bribery
and corruption, as well as modern slavery.
1 This is based on monthly, voluntarily reported people
hours from our partners in 2024.
SUPPLIER FORUMS
We held forums with oursupplier
partners in Malawi andMadagascar.
We shared our Third-Party Code of
Conduct and Sustainable Business
Strategy focusing on building awareness
and improving standards. Our interactive
discussions and problem-solving sessions
addressed issues such as safety, human
rights and compliance, cyber security and
community engagement.
In 2024, 45 of our partners participated in
our forum in Malawi and 17 partners in
Madagascar. Engagement with these
suppliers in new markets has been a
crucial part of our operational excellence.
24
Helios Towers plc Annual Report
and Financial Statements 2024
Impact report continued
ANTI-BRIBERY AND CORRUPTION
We have a zero-tolerance policy towards any
form of bribery and corruption and expect
allour colleagues and contracted partners
touphold our standards. We have robust
policies, procedures and training in place,
mindful of the elevated risk of bribery and
corruption inour markets, and the nature
ofour work interacting with third parties,
including government officials, to obtain
construction and operational permits.
We use a third-party risk management
platform to conduct screening checks on
partners in addition to our usual supply chain
checks. The platform identifies third parties
that are flagged on sanction lists and other
enforcement watchlists. Any policy breaches
can lead to disciplinary action up to and
including contract termination. We ensure
our anti-bribery and corruption programme is
robust by periodically monitoring activities
and conducting risk assessments, policy
compliance reviews and internal audits.
In2024, we successfully maintained our
ISO37001 certification for our anti-bribery
management system.
Training
We train colleagues to enhance awareness of
issues such as bribery and corruption as well
as to empower them to seek guidance when
faced with an ethical or business integrity
dilemma. All new colleagues participate in
compliance training sessions that provide
examples of our Code of Conduct, integrity
and investigation policies in practice.
In 2024, we also launched new conflict of
interest guidelines, followed by training
internally to ensure clarity and alignment on
expectations related to potential conflicts.
Toprepare for the implementation of the
Economic Crime and Corporate Transparency
Act (ECCTA), we initiated a series of fraud
risk workshops designed to equip employees
with the knowledge and skills necessary to
identify, manage and mitigate potentially
fraudulent activities. Additionally, we
conducted risk-based training for key
functions including Commercial, Supply
Chain, Property and Finance.
The Group celebrated Ethics and Compliance
Day based on the theme of 'Integrity in
Action'. Teams across OpCos participated in
awareness training, quizzes, discussions and
role plays.
Reporting concerns
In 2024, we introduced a new, more user-
friendly confidential reporting line to all
employees and suppliers, should they wish
toraise concerns about actual or potential
non-compliance, confidentially and
anonymously, if desired. The General Counsel
and Company Secretary, Director of People,
Organisation and Development and Group
Head of Compliance receive details of all
incidents reported. The Audit Committee also
has oversight of all cases that are logged on
the reporting line.
We investigate all reports in line with Group
policies, which include non-retaliation
provisions. Appropriate disciplinary and
remediation actions for non-compliance
areidentified and effected, as necessary.
While retaining confidentiality, investigations
outcomes training is provided to
staffannually.
CYBER SECURITY AND DATA PRIVACY
We are increasingly dependent on the
performance and effectiveness of our
ITsystems. Therefore, maintaining the
security and integrity of these systems is
critical to maintain operational excellence and
power uptime.
Our incident management and response
processes align with the Information
Technology Infrastructure Library (ITIL®)
framework, which focuses on the areas of
identification, containment, eradication,
recovery and lessons learned.
Updates on cyber security and information
security – including user security, supplier
cyber security, network authentication,
AIsolutions and business continuity
management – are provided to the Audit
Committee by the Group IT Director
throughout the year.
Our cyber security strategy focuses on
prevention and recoverability through regular
operational assessments and testing
validated by external third-party security
partners and Group-wide training. We are
ISO 27001 certified and hold the Cyber
Essentials Plus certification.
We have a supplier cyber risk management
framework to manage third-party risks and
gain insight on current controls, providing
guidance where required and promoting
cyber security best practice. We are also
investing in the latest security solutions that
use AI technology to counter cyber
securitythreats.
Unlike MNOs, we do not have direct access
toend consumers or their data. However,
inour normal business operations, we need
to process certain personal data such as
employee compensation details,
performance management and other
categories of personally identifiable
information. We comply with the General
Data Protection Regulation and equivalent
legislation in other jurisdictions. This governs
the type of information we store, how we use
it and the steps we take to protect it.
READ MORE IN OUR
AUDIT COMMITTEE REPORT
PAGE 85
ISO accreditations maintained
1
100%
HT Ethics and Compliance Day, Ghana 2024.
1 Our ISO accreditations include ISO 9001 (Quality
Management), ISO 14001 (Environmental Management),
ISO45001 (Occupational Health & Safety), ISO37001
(Anti-Bribery Management) and ISO 27001
(InformationSecurity).
Financial StatementsGovernance ReportStrategic Report
25
Helios Towers plc Annual Report
and Financial Statements 2024
Market and operating review
A uniquely
positioned platform
Our reporting structure consists ofthree
segments – East & West Africa, Central
&Southern Africa, and Middle East &
NorthAfrica.
Our markets share similar characteristics:
structural growth, multiple blue-chip
operators and a power and infrastructure
gap. Four of our nine markets are innately
hard-currency, which alongside contractual
Consumer Price Index (CPI) and power
protections, underpins our highly visible and
resilient baseof revenues.
3
Malawi
Est. operations: 2022
Sites: 821
Tenancy ratio: 1.86x
2
Senegal
Est. operations: 2021
Sites: 1,459
Tenancy ratio: 1.12x
1
Tanzania
Est. operations: 2011
Sites: 4,226
Tenancy ratio: 2.48x
READ MORE
PAGE 28
East &
West Africa
In 2024, these dynamics were demonstrated
through record organic tenancy growth,
largely colocations, supporting tenancy
ratioexpansion to 2.05x and nearing our
2.20xtarget.
Adjusted EBITDA continued togrow with
tenancy additions, withour mix of hard-
currency markets andcontractual CPI and
power escalators, mitigating the impact of
macroeconomic fluctuations.
8
9
7
2
5
4
1
3
6
East & West Africa
1 Tanzania
2 Senegal
3 Malawi
Central & Southern Africa
4 DRC
5 Congo Brazzaville
6 South Africa
7 Ghana
8 Madagascar
Middle East & North Africa
9 Oman
26
Helios Towers plc Annual Report
and Financial Statements 2024
Market and operating review continued
READ MORE
PAGE 30
READ MORE
PAGE 32
Central &
Southern Africa
Middle East
& North Africa
4
DRC
Est. operations: 2011
Sites: 2,653
Tenancy ratio: 2.53x
5
Congo
Brazzaville
Est. operations: 2015
Sites: 550
Tenancy ratio: 1.48x
6
South Africa
Est. operations: 2019
Sites: 383
Tenancy ratio: 1.96x
7
Ghana
Est. operations: 2010
Sites: 1,097
Tenancy ratio: 2.28x
8
Madagascar
Est. operations: 2021
Sites: 587
Tenancy ratio: 1.33x
9
Oman
Est. operations: 2022
Sites: 2,549
Tenancy ratio: 1.64x
Governance Report Financial StatementsStrategic Report
27
Helios Towers plc Annual Report
and Financial Statements 2024
Market and operating review
1 UN World Population Prospects (2024–2029),
July2024.
2 GSMA database, accessed January 2025.
Calculated on a site-weighted basis.
3 Analysys Mason (2024–2029), February 2024.
Calculated on a site-weighted basis.
East & West Africa
Tanzania   Senegal   Malawi
Tenancy additions
Population
2024
1
109m
Mobile connections CAGR
2024–29
3
5%
Population growth CAGR
2024–29
1
3%
PoS additions CAGR
2024–29
3
6%
Mobile penetration
2024
2
45%
Helios Towers plc Annual Report
and Financial Statements 2024
28
East & West Africa continued
todemonstrate enduring
structural growth, adding
+110sites and +1,047 tenancies
in2024.
This growth was driven by both
network densification and rural
expansion. 4G connections
increased by 1ppt to 30%,
principally in urban locations, and
our rural site growth supported
an increase of our population
coverage by four million.
In terms of market progress,
Tanzania saw the largest
tenancy growth since 2015,
with +815 additions, an 8%
year-on-year increase. Malawi
added +171 tenancies, a 13%
increase, and Senegal added
+61tenancies, a 4% increase.
Adjusted EBITDA expanded by
5%year-on-year in the region,
driven by tenancy growth.
Our partial dollarisation of
customer contracts in Tanzania
and Malawi, in addition to power
and CPI escalators, reduced the
impact of foreign currency in these
two markets, with the Tanzanian
Shilling and Malawian Kwacha
depreciating 8% and 33% against
the US dollar, respectively, in 2024.
2024 HIGHLIGHTS:
– Strong organic tenancy additions
of +1,047 for the region, an 8%
increase year-on-year, led by
Tanzania with +815 additions;
– 0.13x increase in tenancy ratio
from 1.97x to 2.10x;
– 4% growth in revenue to
US$325.5million, reflecting
tenancy growth, partially offset
by foreign currency impacts in
Malawi and Tanzania;
– 5% growth in Adjusted EBITDA
toUS$210.4million, driven by
tenancy growth and margin-
accretive tenancy ratio
expansion; and
– 0.7ppt expansion in Adjusted
EBITDA margin to 64.6%.
Market and operating review: East & West Africa continued
“ By supporting our MNO
partners to roll out connectivity
swiftly and cost-effectively, we
are enabling more individuals
to access transformative
services like mobile money and
education. This fuels economic
developments in the countries
we serve and creates alasting
impact for all.”
Gwakisa Stadi
Regional CEO – East Africa
Site additions #
+110
2022 6,300
2023
6,396
2024 6,506
Tenancy additions #
+1,047
2022 12,093
2023
12,608
2024 13,655
Tenancy ratio expansion x
+0.13x
2022 1.92x
2023
1.97x
2024
2.10x
Revenue growth US$m
+4%
2022 261.8
2023
312.6
2024
325.5
Adj. EBITDA growth US$m
+5%
2022 162.9
2023
199.8
2024 210.4
Adj. EBITDA margin expansion %
+0.7ppt
2022 62.2
2023
63.9
2024 64.6
DIGITAL INCLUSION
MALAWI
Delivering reliable mobile connectivity despite fuel shortages
In 2024, Malawi achieved record
downtime per tower per week
of just one minute. This is a
significant improvement from
three minutes and 37 seconds
one year ago, and over four
minutes at the time of
acquisition. This enhanced
end-users' access to mobile
services.
The improvements in downtime
per tower per week were
achieved despite a national fuel
shortage. Similar to our other
markets, it was a combination
of Business Excellence
initiatives that supported the
improvement, including RMS
installation, developing and
implementing a wide-ranging
business continuity programme,
supplier integration and other
activities.
Underpinning these structured
and data-driven processes was
the application of Lean Six Sigma
principles through training our
team. Today, 47% of our Malawi
team are trained in Lean Six
Sigma and we continue to target
further training to deliver on our
2026 Group target of 70%.
Malawi downtime per tower
perweek
1:00 min
At acquisition (March 2022):
4:12 min
Malawi employees trained in LSS
47%
2026 target: 70%
Financial StatementsGovernance ReportStrategic Report
29
Helios Towers plc Annual Report
and Financial Statements 2024
Tenancy additions
Market and operating review
1 UN World Population Prospects (2024–2029),
July2024.
2 GSMA database, accessed January 2025.
Calculated on a site-weighted basis.
3 Analysys Mason (2024–2029), February2024.
Calculated on a site-weighted basis.
Central & Southern Africa
DRC   Congo Brazzaville   South Africa   Ghana   Madagascar
Population
2024
1
246m
Mobile connections CAGR
2024–29
3
5%
Population growth CAGR
2024–29
1
3%
PoS additions CAGR
2024–29
3
7%
Mobile penetration
2024
2
43%
Helios Towers plc Annual Report
and Financial Statements 2024
30
We are proud of the execution by
our Central & Southern Africa
colleagues in 2024.
We ensured that our customers
could deliver reliable mobile
coverage, with our best ever power
uptime performance in Madagascar
and DRC, and South Africa
concluding the year with zero
outages. This achievement
underscores our ‘One Team,
OneBusiness’ ethos in action and
our shared dedication to delivering
industry-leading customer service.
The focus on customer service
supported tenancy additions.
Growth was broad-based, totalling
+621, marking a 6% increase, with
DRC delivering +482 additions, an
8% increase year-on-year.
Tenancy ratio continued to expand,
increasing 0.07x to 2.19x, serving as
a key driving force towards our
Group 2026 target of 2.20x. In
terms of financial performance,
revenue increased by 13% and
Adjusted EBITDA grew by 19%,
reflecting tenancy growth and
margin-accretive tenancy ratio
expansion.
Amendment colocations accounted
for over 50% of the tenancies
weadded this year, reflecting our
MNO customers increasing 4G
penetration, and in South Africa,
shifting to 5G.
In the next five years, independent
forecast suggests that Central &
Southern Africa will see 26% annual
growth in data traffic, supporting
continued growth across the region.
2024 HIGHLIGHTS:
– +621 organic tenancy additions,
a6% increase year-on-year;
– 0.07x expansion in tenancy ratio,
reaching 2.19x (2023: 2.12x);
– 13% growth in revenue to
US$397.9million;
– 19% growth in Adjusted EBITDA
(2023: 12%); and
– Adjusted EBITDA margin
improved by 2.3ppt year-on-year
to50.1%, driven by margin-
accretive tenancy ratio
expansion.
Market and operating review: Central & Southern Africa continued
“ Our commitment to business
excellence is driven by our
trust in local talent. By
investing in comprehensive
training programmes, we
empower our staff to deliver
exceptional service and
innovation.”
Fritz Dzeklo
Regional CEO – West, Central
& Southern Africa
Site additions #
+104
2022 4,734
2023
5,166
2024 5,270
Tenancy additions #
+621
2022 9,382
2023
10,942
2024 11,563
Tenancy ratio expansion x
+0.07x
2022 1.98x
2023
2.12x
2024
2.19x
Revenue growth US$m
+13%
2022 295.3
2023
350.9
2024
397.9
Adj. EBITDA growth US$m
+19%
2022 149.1
2023
167.6
2024 199.3
Adj. EBITDA margin expansion %
+2.3ppt
2022
50.5
2023
47.8
2024 50.1
CLIMATE ACTION
DRC
Reducing carbon footprint through efficient power management
Mobile penetration in DRC is
one of the lowest globally. Only
34% of its 109 million population
are connected to mobile today,
meaning a staggering 72 million
people are not using mobile.
Our business model supports
efficient, reliable and cost-
effective mobile rollout, which
over time should support the
increase in mobile penetration.
Since 2015, following the
acquisition of Airtel Africa’s
assets in DRC, we have
increased our population
coverage by six million.
This has been supported
by significant organic site
rollout, including 186 rural
sites since 2021, supporting
the achievement of our 2026
rural site target ahead of plan.
While these new sites have
enabled millions to gain access
to critical mobile services, given
the persistent lack of grid
infrastructure, these sites are
often powered through diesel
generators. Accordingly,
between 2021 and 2023, we saw a
49% increase in carbon emissions
per tenant.
However, through continued
investment in clean technologies
and driving efficiency using RMS,
we successfully reduced our fuel
litres by three million in 2024 –
supporting a 4% reduction in
carbon emissions per tenant and
lowering operating costs – driving
value for all our stakeholders.
DRC carbon emissions per tenant
reduction
1
(4%)
2023: (1%)
DRC rural sites
658
2023: 597
1 Refers to the year-on-year reduction
inScope 1 and 2 carbon emissions
pertenant (tCO
2
e).
Financial StatementsGovernance ReportStrategic Report
31
Helios Towers plc Annual Report
and Financial Statements 2024
Market and operating review
1 UN World Population Prospects (2024–2029),
July2024.
2 GSMA database, accessed January 2025.
Calculated on a site-weighted basis.
3 Analysys Mason (2024–2029), February 2024.
Calculated on a site-weighted basis.
Middle East & North Africa
Oman
Tenancy additions
Population
2024
1
5m
Mobile connections CAGR
2024–29
3
4%
Population growth CAGR
2024–29
1
3%
PoS additions CAGR
2024–29
3
6%
Mobile penetration
2024
2
79%
Helios Towers plc Annual Report
and Financial Statements 2024
32
In our second full year of
operations in Oman since entering
the market in December 2022,
we continued to demonstrate
the multiple qualities of this
portfolio, with allKPIs exceeding
expectations.
In 2024, +813 new tenancies were
delivered, a 24% increase year-
on-year, driven by ongoing 5G
adoption, continued rollout by
the new market entrant Vodafone
and our leading market position.
This growth in tenancies, largely
colocations, resulted intenancy
ratio expansion of0.31x to 1.64x.
Asa result of tenancy growth,
revenue and Adjusted EBITDA
increased by 19%and 28%,
respectively.
Looking ahead, we continue to
target further lease-up on our
assets, supported by ongoing 5G
rollout and further densification
requirements of the three mobile
operators in Oman.
Market and operating review: Middle East & North Africa continued
Site additions #
+14
2022
2023
2,535
2024 2,549
2,519
Tenancy additions #
+813
2022
2023
3,375
3,017
2024 4,188
Tenancy ratio expansion x
0.31x
2022
2023
1.33x
1.20x
2024
1.64x
Revenue growth US$m
+19%
2022 3.6
2023
57.5
2024
68.6
Adj. EBITDA growth US$m
+28%
2022 2.3
2023
38.5
2024 49.3
Adj. EBITDA margin expansion %
+5.1ppt
2022
2023
66.8
63.9
2024 71.9
DIGITAL INCLUSION
OMAN
Tenancy growth fuelled by new entrant, 5G and GIS
Our expansion into Oman in
2022 was predicated on a few
dynamics that support
compounding growth and
attractive returns. This included
the markets’ US dollar peg,
which alongside long-term
customer contracts, provides us
with a highly visible base of
revenues. Our thesis also
included the huge lease-up
potential, driven by forecast 5G
expansion and the entrant of a
third mobile operator, Vodafone.
After two years of operating in
Oman, we are delighted with
the progress we have made on
this front. Our tenancy ratio has
expanded by 0.44x since
acquisition, ahead of our initial
expectations.
Our ability to support operators'
expansion and increase mobile
penetration is supported by our
proprietary GIS.
This system, which combines
demographic trends and existing
networks, allows our team to
identify and suggest the best
locations for mobile operators to
make investments and expand
their network. Through this
partnership, we can move closer
towards our 2.20x Group tenancy
ratio target and facilitate efficient
investments in the sector to
support the sustainable
development of mobile across
our markets.
Tenancy ratio
1.64x
At acquisition: 1.20x
Population coverage
4m
2023: 3m
2024 HIGHLIGHTS:
– +813 tenancy additions inthe
second year of operation, a24%
increase year-on-year;
– Tenancy ratio expansion of0.31x
year-on-year and 0.44x since
closing the acquisition in
December 2022;
– 19% growth in revenue to
US$68.6million;
– 28% growth in Adjusted EBITDA;
and
– Adjusted EBITDA margin
expansion of +5.1ppt to 71.9%
(2023: 66.8%).
“ I am proud of our
instrumental role in
Vodafone's rollout in Oman.
This achievement
underscores our unparalleled
ability to execute swiftly and
efficiently. Our team's
dedication and expertise
were crucial to this
remarkable success.”
Manjit Dhillon
Group CFO and Executive
Chair of Helios Towers Oman
Financial StatementsGovernance ReportStrategic Report
33
Helios Towers plc Annual Report
and Financial Statements 2024
Group CFO's statement
Continued execution of our
capital allocation strategy – ROIC
accretive investments, reducing
net leverage and delivering
positive free cash flow
“ We achieved two important financial milestones in 2024.
Itwasour 10th consecutive year of Adjusted EBITDA growth,
underscoring the structural growth in our markets combined
with our robust and resilient business model.
In addition, free cash flow inflected positive, improving by
US$100 million year-on-year through continued execution of
our2.2x tenancy ratio strategy which was designed to drive
capital-efficient organic growth.”
Manjit Dhillon
Group CFO
Our 2024 performance demonstrated
the key areas of our investment case,
reaffirming that Helios Towers is one of the
best risk-adjusted ways to invest in African
and Middle Eastern growth.
We delivered another year of over +2,400
tenancy additions, representing a 9%
increase, driven by enduring structural
dynamics that make our markets some of
thefastest-growing in the world: lowmobile
penetration and a youthful, expanding
population that demands better and more
reliable mobile connectivity. We continue to
capture a significant portion of this growth
through ourleading market positions,
extensive site portfolio and commitment
tobest-in-class customerservice.
The tenancy growth was largely through
colocations, leveraging our strategically
positioned portfolio and reflecting our
disciplined approach to new site builds in
locations with high likelihood of lease-up,
which resulted in our tenancy ratio expanding
from 1.91x to 2.05x. As site operating costs
are largely fixed, colocations are highly
accretive, with an average 80% Adjusted
EBITDA margin flow-through. Accordingly,
we saw Adjusted EBITDA increase by 14%
year-on-year and ROIC increase by 1ppt
to12.9%.
34
Helios Towers plc Annual Report
and Financial Statements 2024
Our tenancy additions translated into strong
financial results. Revenue rose by 10% to
US$792.0million (2023: US$721.0million),
while Adjusted EBITDA grew by 14% to
US$421.0million. Our Adjusted EBITDA
margin improved by 2ppt year-on-year, from
51.3% to 53.2%, reflecting margin-accretive
tenancy growth.
In terms of profitability, Group operating
profit reached a record US$242.3million,
marking a 66% year-on-year increase, driven
by Adjusted EBITDA growth and lower
depreciation following an update to our
tower asset depreciation policy from up
to15years to up to 30 years.
We are pleased to report our first profit after
tax of US$27.0 million, supported by operating
profit growth, lower net finance costs and a
benefit from a one-off tax credit.
ROBUST BUSINESS MODEL
We have now delivered 10 consecutive years
of Adjusted EBITDA growth. Alongside the
consistent tenancy growth, this is
underpinned by our robust business model,
which features highly visible hard-currency
earnings and long-term contracts with a
diverse group of blue-chip MNO customers,
and our sustainable pricing strategy.
Hard-currency earnings: Overall, 71% of
Adjusted EBITDA is denominated in hard
currency. Four of our markets are innately
hard currency, including DRC, Senegal, Oman
and Congo Brazzaville, being either dollarised
or pegged to the Euro, while the remaining
markets also have a portion of revenues
linked to hard currencies.
Additionally, our customer contracts include
CPI and power price protections that limit the
impact of macro volatility, ensuring that
Adjusted EBITDA growth is driven almost
wholly by tenancy growth and operational
efficiencies, independent of macroeconomic
factors beyond our control.
While 2024 presented another year of
macroeconomic volatility, with a 4% increase
in average fuel prices, a 5% rise in average
CPI and a 6% depreciation of local currencies
against the dollar, our Adjusted EBITDA grew
by 14% year-on-year. Since 2015, the
correlation between tenancy additions and
Adjusted EBITDA growth, as measured by
R-squared, has been 0.96 – meaning an
almost perfect correlation which is exactly
how we designed the Company mechanics.
Long-term contracts: Our contracts have an
initial term of 10 to 15 years and are largely
non-cancellable. Today, our contracted
revenue of US$5.1 billion has an average
remaining initial life of 6.9 years – in other
words, we have secured a minimum revenue
of US$5.1 billion in total without pursuing any
new business – providing a strong underlying
earnings stream that we complement with
further growth driven by tenancy rollout.
Consistent progression inAdjustedEBITDAgrowth
US$m
Group CFO's statement continued
20222021202020192018201720162015
283
2023
370
227
241
2024
421
178
205
105
54
146
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.
These key dynamics have ensured stability in
our earnings stream and we can sustainably
capture the exciting growth in our markets
for the long term, as reflected in our
operational and financial performance.
OUR PERFORMANCE IN 2024
We achieved organic tenancy additions of
+2,481, significantly surpassing our initial
guidance of +1,600–2,100, primarily due to
higher-than-expected colocation growth in
our newest market, Oman. Consequently, our
tenancy ratio increased by 0.14x, from 1.91x to
2.05x, progressing towards our target of 2.2x
by 2026.
READ MORE ABOUT OUR
FINANCIAL PERFORMANCE IN
ALTERNATIVE PERFORMANCE MEASURES
AND DETAILED FINANCIAL REVIEW
PAGE 52–59
The Helios Towers team experiencing being on one of our towers through virtual reality at our third annual ELT Conference.
26% CAGR
Governance Report Financial StatementsStrategic Report
35
Helios Towers plc Annual Report
and Financial Statements 2024
Group CFO's statement continued
In May 2024, we successfully refinanced with
a new US$850million five-year bond at a
7.50% coupon. Despite a materially higher
Fed funds rate since our last bond issuance,
our cost of debt only increased by 10 basis
points (bps) year-on-year, and we extended
our weighted average maturities by two
years. The refinanced bond also marked the
tightest ever spread for the Company, with a
reduction of c.350bps over US Treasuries
compared to the 2025 notes. The order book
was three times oversubscribed, allowing us
to upsize from the US$675 million target to
US$850 million, making this the Company’s
largest ever singleissuance.
Our success was underpinned by our
strategic planning, which involved executing
our debt liability management in September
2023 to mitigate the risk at an earlier stage.
However, the successful execution of this deal
was ultimately driven by our strong
performance track record, market
diversification and cash flow generation,
asevidenced by the rating upgrades by
Moody’s and S&P to B+ equivalent and the
positive outlook change by Fitch, and a
subsequent second rating upgrade by S&P
toBB- within a year, in February 2025.
This successful refinancing means that we
have no Group debt maturing until 2027, and
with over 90% of it being fixed rate, we have
a predominantly fixed finance cost base to
leverage as we continue to grow our
Adjusted EBITDA.
We would like to take this opportunity to
thank our debt investors again for their
support in the refinancing of our bonds.
Alongside refinancing, we have further
improved our credit profile via deleveraging
through growing Adjusted EBITDA and
decreasing net debt. We are pleased to have
concluded the year with net leverage just
below 4.00x at 3.98x, aligning with the
expectations set at the start of the year.
Withthe anticipated Adjusted EBITDA
growth ahead, we are optimistic about
trending towards 3.50x in 2025.
CAPITAL ALLOCATION
We consistently look for and invest in
capital-efficient organic opportunities that
are accretive to growing ROIC and/or
supporting maintaining or decreasing our
cost of capital. Over the past three years,
weincreased our ROIC by 3ppt while keeping
cost of debt stable through balance sheet
management.
We have a strong platform and are
committed to investing further in our markets
to serve our customers and tap into the
phenomenal market growth.
Our near-term focus for capital allocation
remains on maximising returns through highly
selective organic investments and
deleveraging the business.
OUTLOOK
With our business model once again proving
effective in volatile periods, we remain
committed to maintaining strong financial
discipline and consistently delivering value
for our customers as well as other
stakeholders.
We have made significant strides in
expanding our tenancy ratio and ROIC,
whilealso successfully managing our balance
sheet. Weexpect to deliver more of the same
in 2025: strong Adjusted EBITDA growth,
compounding free cash flow and ROIC
expansion.
With net leverage decreasing further,
targeting c.3.5x in 2025, we expect to
soonhave the financial flexibility to consider
returning excess capital to shareholders.
Welook forward to updating you in
duecourse.
Manjit Dhillon
Group CFO
CASH FLOW
We were delighted to outperform
expectations on key cash flow metrics.
Recurring levered free cash flow (RLFCF),
which reflects the cash generated that
we can deploy for growth and/ or
returning to investors, increased by 59%
to US$147.9million. This significant increase
wasattributed to Adjusted EBITDA growth
and improved working capital.
Free cash flow, which also accounts for
discretionary capex, was US$18.7 million in
2024 and exceeded our neutral target for
the year. This significant year-on-year
improvement of US$99.8million reflected
theexecution of our capital allocation policy
focused on capital-efficient organic growth.
Growth capex, the largest component of our
discretionary capex, which includes new BTS,
colocations and operational efficiency
investments, decreased by 18% year-on-year.
The decline was driven by lower site additions
of 228 in 2024 (2023: 544), as we focused on
colocations while being selective with BTS
sites that have high lease-up potential.
Statutory cash generated from operations
increased by 25% to a record
US$397.2million (2023: US$318.5million)
driven by higher Adjusted EBITDA, lower
dealcosts and improved working capital
management.
BALANCE SHEET
We take a proactive and opportunistic
approach to balance sheet management.
Over the past two years, we have successfully
refinanced our debt with minimal increase in
our cost of debt despite the broader macro
environment.
Net leverage x
4.0x
2022 5.1x
2023
4.4x
2024 4.0x
ROIC %
12.9%
2022 10.3
2023
12.0
2024 12.9
Free cash flow
US$18.7m
2022
(720.6)
2023
(81.1)
2024
18.7
Chair Sir Samuel Jonah joined ExCo team members at the
ELT Conference to discuss Company strategy for the next
10 years.
36
Helios Towers plc Annual Report
and Financial Statements 2024
Non-financial and sustainability information statement
Focus area
Helios Towers’ policies
and standards that governs
our approach
Section within
this Annual Report Page(s)
Environmental
matters
Our colocation business
model and our Sustainable
Business Strategy reflect our
commitment to reducing
environmental impact.
– Environmental Policy
– Sustainable Business
Strategy
Strategic Report
01-51
Impact report: Climate action
16-19
TCFD disclosures
44-50
Sustainable Business Addendum
Community and
social matters
Our aim is to maximise the
benefits of our towers and
network access for the
communities where we live
andwork.
– Strategic Community
Investment
Impact report: Digital inclusion
13-15
Impact report: Responsible governance
22-25
Our people
andculture
We support our employees
equally, through training and
opportunities, to achieve their
fullpotential.
– Anti-Harassment Policy
– Code of Conduct
– Diversity, Equity and
Inclusion Policy
Impact report: Local, diverse, talentedteams
20-21
Impact report: Responsible governance
22-25
'Voice of the Employee'
75
Nomination Committee Report
78-81
Directors' Remuneration Report
91-109
Human rights We conduct our business in a
way that protectsand
respects the human rights
ofallour stakeholders.
– Modern Slavery Statement
– Human Rights Policy
– Supply Chain Management
Statement
– Health and Safety Policy
Statement
Impact report: Responsible governance
22-25
The table below outlines where the key content requirements of the Non-Financial and Sustainability Information Statement for the financial year ended 31 December 2024 can be found
within this document (as required by sections 414CA and 414CB of the Companies Act 2006). Helios Towers’ sustainable business reporting also follows other international frameworks,
including the Task Force on Climate-related Financial Disclosure (TCFD) recommendations, Companies (Strategic Report) Climate-related Financial Disclosure Regulations, Global Reporting
Initiative (GRI), and the GHG Reporting Protocol. Helios Towers’ policies and materials can be found on the Company’s website or by contacting the Company Secretary. Our performance is
supported by rigorous duediligence processes across all areas of ourbusiness, including the Third Party Engagement and Due Diligence Policy, Code of Conduct and Third Party Code
ofConduct.
Focus area
Helios Towers’ policies
and standards that governs
our approach
Section within
this Annual Report Page(s)
Anti-bribery and
anti-corruption
We have zero tolerance for
any form of briberyor
corruption.
– Code of Conduct
– Third-Party Code
ofConduct
– Integrity Policy
Impact report: Responsible governance
22-25
Risk management
38
Principal risks and uncertainties
39-43
Principal risks
anduncertainties
and impact of
business activity
Our principal risks and
uncertainties address the
keyoperational, regulatory
andfinancial risks the
businessfaces.
Risk management
38
Principal risk and uncertainties
39-43
Non-financial
keyperformance
indicators (KPIs)
We consider a range of
operational and strategic KPIs
to measure our progress
againstour Sustainable
Business Strategy.
Our strategic KPIs
12
Strategic Report
01-51
Climate-related
financial disclosures
Our disclosure aligns to the
TCFD recommendations and
the TCFD-aligned Companies
(Strategic Report) Climate-
related Financial Disclosure
Regulations.
TCFD disclosures
44-50
Description of the
business model
Our business model
01-06
Governance Report Financial StatementsStrategic Report
37
Helios Towers plc Annual Report
and Financial Statements 2024
Risk management
RISK APPETITE
The Group defines risk appetite as the amount
of risk that the business is prepared to take in
order to deliver safe, effective working
practices while maintaining and growing the
business. The Group dedicates resources and
focus to understanding and ensuring risk is
identified, assessed, managed and monitored.
Controls and mitigating actions are designed
as appropriate to reflect the risk appetite in
each instance. Determining risk appetite for
the Group is the responsibility of the Board.
The current risk appetite has been defined as
high, given the Group’s particular countries of
operation, and its experience in these
markets. This represents no change on the
2023 Annual Report.
RISK GOVERNANCE
Risk management is integral to the Group’s
strategy and to achieving its long-term goals.
The Group’s continued success as an
organisation depends on its ability to identify
and pursue the opportunities generated by
its business and the markets in which it
operates. The Board has overall responsibility
for risk management, compliance and internal
controls, and is supported by the Audit
Committee.
The Audit Committee, as delegated by the
Board, monitors the nature and extent of risk
exposure against the Group’s risk appetite.
The Committee is responsible for identifying,
mitigating and managing risk, as well as
setting the risk appetite for the business
withadvice from the ELT. The creation and
maintenance of the Group risk register
involves the whole business – with OpCo
andfunctional head input being consolidated
by Group Compliance into a register for
discussion and agreement at executive level,
prior to submission to the Audit Committee
on behalf of the Board. The risk register is
updated twice a year after these discussions
and a review of the external environment for
any emerging risks. All risks are classified into
six broad risk types: Strategic, Reputational,
Compliance (including Legal), Financial,
Operational and People. All risks are assessed
according to the probability and significance
of the consequence of them materialising and
a determination made to accept, avoid, or
control and mitigate (in which case mitigating
controls are clearly defined). Each risk has a
risk owner.
There has been no material change in the
nature, probability or potential impact of
previously identified risks.
EMERGING RISKS
During biannual discussions with the ELT and
Group Functional Heads, potential emerging
risks are also discussed. These may result
from internal developments: changes in
organisational structure/personnel; potential
new products or markets being considered;
or changes in the external environment such
as regulatory changes, and socio-economic,
political or health and safety matters.
Emerging risks related to ongoing instability
in Eastern DRC, potential new geopolitical
alliances, increasing uncertainty in the
political, legal and regulatory environment,
increasing cyber threats and advances in AI,
were discussed for ongoing monitoring and
management. Further detail on the Group’s
approach to climate risk management and
ongoing work in this respect is outlined,
separately, on pages 44-50.
The Group continues to monitor the
geopolitical and economic environment
giventhe high level of uncertainty and
changeability. Business continuity plans are
reviewed and updated on an ongoing basis,
especially given the current situation in
Eastern DRC.
The impact of digitalisation and AI are also
being monitored. However, these are likely
tolead to increased opportunities for
operational efficiencies in the short to
medium term.
Regulatory change including updates to
theCorporate Governance Code and the
recently introduced Economic Crime and
Corporate Transparency Act (ECCTA) is
proactively managed.
EFFECTIVENESS OF RISK MANAGEMENT
ANDINTERNAL CONTROL
The monitoring and review of the
effectiveness of the system of risk
management and internal control is overseen
by the Audit Committee on behalf of the
Board. Further details can be found on
pages88-89.
GOVERNANCE STRUCTURE
Board/Audit Committee
Executive Leadership Team
1ST LINE OF DEFENCE 2ND LINE OF DEFENCE 3RD LINE OF DEFENCE
Owns and manages risks and implements/
operates business controls
Who is responsible?
– Operational staff/management
Activity/controls
– Policies and procedures
– Internal controls
– Planning, budgeting/forecasting
processes
– Delegation of authority matrix
– Business workflows/IT systems controls
– Personal objectives and incentives
Oversight of risk and control compliance
Who is responsible?
– Compliance/functional teams
Activity/controls
– Safety, Health, Environment and Quality
(SHEQ)
– Regulatory compliance
– Management/Board reporting and
review of KPIs and financial performance
– Corporate policies and Group functions’
oversight
Independent assurance
Who is responsible?
– Internal Audit
Activity/controls
– Internal Audit risk assessment
– Approved Internal Audit plan
– Internal Audit reporting line to
AuditCommittee
38
Helios Towers plc Annual Report
and Financial Statements 2024
Probability of realisation of
Helios Towers’ principal risks
Moderate High
Major
Moderate High Major
Non-compliance with laws and regulations
Cyber security risk
Major quality failure or breach
of contract
Operational resilience
Technology risk
Economic and political instability
Failure to remain competitive
Non-compliance with permit requirements
Tax disputes
Significant exchange rate and interest rate movements
Pandemic risk
Failure to integrate new lines
of business in new markets
Loss of key personnel
Impact of Helios Towers’ principal risks
Key
Customer Service Excellence
People and Business Excellence
Sustainable Value Creation
Climate change
3
13
14
10
9
1
11
7
5
2
8
6
4
12
Principal risks and uncertainties
PRINCIPAL RISKS HEATMAP
Risk category
Sustainable Value Creation
Customer Service Excellence
People and Business Excellence
Governance Report Financial StatementsStrategic Report
39
Helios Towers plc Annual Report
and Financial Statements 2024
Principal risks and uncertainties continued
Risk Category Description Mitigation Status
1
MAJOR QUALITY
FAILURE OR BREACH
OF CONTRACT
– Reputational
– Financial
The Group’s reputation and profitability could be damaged if the
Group fails to meet its customers’ operational specifications, quality
standards or delivery schedules.
A substantial portion of Group revenues is generated from a limited
number of large customers. The loss of any of these customers would
materially affect the Group’s finances and growth prospects.
Many of the Group’s customer tower contracts contain liquidated
damage provisions, which may require the Group to make
unanticipated and potentially significant payments to its customers.
– Continued skills development and training programmes for the
project and operational delivery team;
– Detailed and defined project scoping and life-cycle management
through project delivery and transfer to ongoing operations;
– Contract and dispute management processes in place;
– Continuous monitoring and management of customer
relationships;and
– Use of long-term contracting with minimal termination rights.
2
NON-COMPLIANCE WITH
LAWS AND REGULATIONS,
SUCH AS:
– Safety, health and
environmental laws
– Anti-bribery
and corruption provisions
– Compliance
– Financial
– Reputational
Non-compliance with applicable laws and regulations may lead to
substantial fines and penalties, reputational damage and adverse
effects on future growth prospects.
Sudden and frequent changes in laws and regulations, their
interpretation or application and enforcement, both locally and
internationally, may require the Group to modify its existing business
practices, incur increased costs and subject it to potential
additionalliabilities.
– Constant monitoring of potential changes to laws and
regulatoryrequirements;
– In-person and virtual training on safety, health and environmental
matters provided to employees and relevant third party contractors;
– Ongoing refresh of compliance and related policies, including specific
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;
– 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 AND
POLITICAL INSTABILITY
– Operational
– Financial
A slowdown in the growth of, or a reduction in demand for, wireless
communication services could adversely affect the demand for
communication sites and tower space and could have a material
adverse effect on the Group’s financial condition and results
ofoperations.
There are significant risks related to political instability (including
elections), security, ethnic, religious and regional tensions in each
market where the Group has operations.
– Ongoing market analysis and business intelligence-gathering
activities;
– Market share growth strategy in place;
– Close monitoring of any potential risks that may affect operations;
– Business continuity and contingency plans in place and tested to
respond to any emergency situations; and
– Dedicated Group Head of Security recruited with responsibility for
crisis management, business continuity and organisational resilience.
Risk category
Sustainable value creation
Customer service excellence
People and business excellence
Risk status
Risk increasing
Risk decreasing
No change
New risk
40
Helios Towers plc Annual Report
and Financial Statements 2024
Principal risks and uncertainties continued
Risk Category Description Mitigation Status
4
SIGNIFICANT EXCHANGE
RATE AND INTEREST RATE
MOVEMENTS
– Financial Fluctuations in, or devaluations of, local market currencies or sudden
interest rate movements where the Group operates could have a
significant and negative financial impact on the Group’s business,
financial condition and results. Such impacts may also result from any
adverse effects such movements have on Group third-party customers
and strategic suppliers. If interest rates increase materially, the Group
may struggle to meet its debt repayments.
This may also negatively affect availability of foreign currency in local
markets and the ability of the Group to upstream cash.
– USD and EURO-pegged contracts;
– ‘Natural’ hedge of local currencies (revenue vs operating expenses);
– Ongoing review of exchange rate differences and interest rate
movements;
– Fixed rate debt/swaps in place;
– 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 permits for some of its tower sites, particularly in
thecase of existing tower portfolios acquired from a third party.
Vagueness, uncertainty and changes in interpretation of regulatory
requirements are frequent and often without warning. As a result,
theGroup may be subject to potential reprimands, warnings, fines
andpenalties for non-compliance with the relevant permitting
andapproval requirements.
– Inventory of required licences and permits maintained for each
operating company;
– Compliance registers maintained with any potential non-conformities
identified by the relevant government authority withatimetable for
rectification;
– 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 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 attract, recruit and retain equally high
calibre professionals could adversely affect the Group’s operations,
financial condition and strategic growth prospects.
– Talent identification and succession-planning exists for key roles;
– Competitive benchmarked performance-related remuneration
plans;and
– Staff performance and development/support plans.
7
TECHNOLOGY RISK
– Strategic Advances in technology that enhance the efficiency of wireless
networks and potential active sharing of wireless spectrum may
significantly reduce or negate the need for tower-based infrastructure
or services. This could reduce the need for telecommunications
operators to add more tower-based antenna equipment at certain
tower sites, leading to a potential decline in tenant and service needs,
anddecreasing revenue streams.
Examples of such new technologies may include spectrally efficient
technologies that could potentially relieve certain network capacity
problems or complementary voiceover internet protocol access
technologies that could be used to offload a portion of subscriber
traffic away from the traditional tower-based networks.
– Strategic long-term planning;
– Business intelligence;
– Exploring alternatives, e.g. solar power technologies;
– Continuously improving product offering to enable adaptation
tonewwireless technologies;
– Assessment of development in satellite technology;
– 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 create pricing pressures that materially and adversely
affect the Group.
– KPI monitoring and benchmarking against competitors;
– Total cost of ownership (TCO) 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.
Governance Report Financial StatementsStrategic Report
41
Helios Towers plc Annual Report
and Financial Statements 2024
Principal risks and uncertainties continued
Risk Category Description Mitigation Status
9
FAILURE TO INTEGRATE
NEW LINES OF BUSINESS
INNEW MARKETS
– Strategic
– Financial
– Operational
Multiple risks exist with entry into new markets and new lines of
business. Failure to successfully manage and integrate operations,
resources and technology could have material adverse implications for
the Group’s overall growth strategy and negatively impact its financial
position and organisation culture.
– Pre-acquisition due diligence conducted with the assistance of
external advisors with specific geographic and industry expertise;
– Ongoing monitoring activities post-acquisition/agreement;
– 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
– Financial
– Operational
– Reputational
Our operations are based in certain countries with complex, frequently
changing and bureaucratic and administratively burdensome tax
regimes. This may lead to significant disputes around interpretation
and application of tax rules and may expose us to significant additional
taxation liabilities.
– Frequent interaction and transparent communication with relevant
governmental authorities and representatives;
– Engagement of external legal and tax advisors to advise on
legislative/tax code changes and assessed liabilities or audits;
– Engagement with trade associations and industry bodies and other
international companies and organisations facing similar issues;
– Defending against unwarranted claims; and
– Strengthening of the Group Tax team and continued recruitment
ofin-house tax expertise at both Group and OpCo levels.
11
OPERATIONAL RESILIENCE
– Strategic
– Reputational
– Operational
The ability of the Group to continue operations is heavily reliant on
third parties, the proper functioning of its technology platforms and
the capacity of its available human resources. Failure in any of these
three areas could severely affect its operational capabilities and ability
to deliver on its strategic objectives.
– Ongoing enhancements to data security and protection measures
with third-party expert support;
– Additional investment in IT resource and infrastructure to increase
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
– Financial
In addition to the risk to the health and safety of our employees and
contractors, a pandemic could materially and adversely affect the
financial and operational performance of the Group across all of its
activities. The effects ofapandemic may also disrupt the achievement
of the Group's strategic plans and growth objectives and place
additional strain onitstechnology infrastructure. There is also an
increased risk of litigation due to the potential effects of a pandemic
on fulfilment ofcontractual obligations.
– Health and safety protocols established and implemented;
– Business continuity plans implemented with ongoing monitoring;
– Financial modelling, scenario building and stress testing;
– Continuous scanning of the external environment;
– Increased fuel purchases; and
– Review of contractual terms and conditions.
42
Helios Towers plc Annual Report
and Financial Statements 2024
Principal risks and uncertainties continued
Risk Category Description Mitigation Status
13
CYBER SECURITY RISK
– Operational
– Financial
– Reputational
We are increasingly dependent on the performance and effectiveness
of our IT systems. Failure of our key systems, exposure to the
increasing threat of cyber attacks and threats, loss or theft of sensitive
information, whether accidentally or intentionally, expose theGroup to
operational, strategic, reputational and financial risks. These risks are
increasing due to greater interconnectivity, reliance ontechnology
solutions to drive business performance, use of third parties in
operational activities and continued remote working practices.
Cyber attacks are becoming more sophisticated and frequent and
maycompromise sensitive information of the Group, its employees,
customers or other third parties. Failure to prevent unauthorised
access or to update processes and IT security measures may expose
the Group to potential fraud, inability to conduct its business and
damage to customers, as well as regulatory investigations and
associated fines and penalties.
– Ongoing implementation and enhancement of security and remote
access processes, policies and procedures;
– Regular security testing regime established, validated by
independent third parties;
– Annual staff training and awareness programme in place;
– Security controls based on industry best practice frameworks, such
as National Cyber Security Centre (NCSC) (www.ncsc.gov.uk),
National Institute of Standards and Technology (NIST)
(www.nist.gov), and validated through internal audit assessments;
– 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 2024.
14
CLIMATE CHANGE
– Operational
– Financial
– Reputational
Climate change is a global challenge and therefore critical to our
business, our investors, our customers and other stakeholders.
Regulatory requirements and expectations of compliance with best
practice are also evolving rapidly. A failure to anticipate and respond
appropriately and sufficiently to climate risks or opportunities could
lead to an increased footprint, disruption to our operations and
reputational damage.
Business risks we may face as a result of climate change relate to
physical 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 patterns) and transition risks (i.e. economic,
technology or regulatory changes related to the move towards
alow-carbon economy).
Governments in our operating markets, in addition to increasing
qualitative and quantitative disclosure requirements, may take action
to address climate change such as the introduction of a carbon tax or
mandate Net Zero requirements, which could impact our business
through higher costs or reduced flexibility of operations.
– Carbon target to 2030 with an ambition for Net Zero by 2040
(90%reduction in Scope 1, 2 and 3 emissions);
– Monitoring changes to carbon legislation and regulations in all
ourmarkets;
– Investing in solutions that reduce carbon footprint and reliance on
diesel, such as installing hybrid and solar solutions and connecting
togrid power where possible;
– Factoring emissions and climate risk into strategy and growth plans.
All OpCos’ budgets and forecasts include calculated emissions to
evaluate trends vs. our 2030 carbon target;
– Reporting in alignment with TCFD recommendations and improving
our understanding of the financial and operational impacts of
climate-related risks and opportunities on our business;
– 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.
Governance Report Financial StatementsStrategic Report
43
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures
TCFD
disclosures
Helios Towers plc is
requiredto comply with
theTCFD as a result of
theUKLR 6.6.6R regulation.
We are also required to report against the
TCFD-aligned ‘Companies (Strategic Report)
Climate-related Financial Disclosure
Regulations’, otherwise known as CFD. We
have therefore produced a joint disclosure
aligned to the TCFD recommendations
together with additional information to
satisfy the CFD requirements.
We comply with 10 of the 11 TCFD
recommendations and explain our progress
on ‘Strategy: b’.
Climate change is a principal risk as seen on
page 43. Although we experience climate
hazards across our markets, we have not
observed significant changes in their
frequency or impact on our business.
Wecontinue to review our climate risk
register and efforts to calculate financial
impact of our material risks.
In 2024, we focused on refining our analysis
of tower exposure to physical risks using
internal GIS modelling, gathering data from
our markets on impacts when they have
experienced severe weather events. In
2025–26, we will continue to review and
refine risk modelling data to inform financial
quantification of individual risks and
opportunities.
In our 2023 disclosures, we stated our
intention to create a transition plan and
in2024, we focused on conducting a gap
analysis of the Transition Plan Taskforce
recommendations. This will guide the
development of a transition plan in 2025.
GOVERNANCE
a. Describe the Board’s oversight of
climate-related risks and opportunities.
The Board maintains oversight of the
Company’s Sustainable Business Strategy,
encompassing all climate-related matters
through regular meetings and updates
throughout the year. In 2024, the Board met
six times and climate-related matters were
included in operational, delivery and
sustainability updates. During the meetings,
the Group CFO and Director of Operations
and Engineering gave updates on the carbon
target as well as operational challenges
throughout the year.
The Board Sustainability Committee
isresponsible for monitoring the
implementation of the Group’s Sustainable
Business Strategy and reviewing
BOARD OF DIRECTORS
Underpinned by policies, procedures and management systems
SUSTAINABILITY COMMITTEE
EXECUTIVE LEADERSHIP TEAM
GROUP FUNCTIONS AND OPCOS
AUDIT COMMITTEE
TECHNOLOGY COMMITTEE
The Board delegates specific oversight matters
to the Sustainability Committee
The Board is also supported by additional
committees who support specific areas
ofourstrategy
– Responsible for the long-term sustainable
success of the Company, ensuring
leadership through effective oversight and
setting the strategic direction for theGroup.
Ensures we drive ambition,
progress andintegration of sustainability
acrossthe business.
Sets and executes vision and strategy
forsustainable business.
Implement strategy and provide feedback
toExecutive Leadership Team.
Reviews progress on TCFD alignment,
including approving reporting on climate
risks and opportunities.
Oversees technology developments as part
ofcarbon reduction target as well as
managing key technology risks and
opportunities across our sites.
– Provides rigorous challenge to management
on progress against goalsand targets.
Informs
Reports to
Informs
Reports to
Informs
Reports to
Informs
Reports to
performance against targets, including the
carbon intensity target. The Chair of the
Committee shares relevant information and
recommendations with the Board and other
Board Committees. The Committee reviews
material changes to the climate risk register
to ensure both existing and emerging risks
are effectively identified and managed by
local teams. The Committee met twice during
2024 and key climate-related activity
included approving the updated Group
carbon target, overseeing progress on
climate risk modelling, updates on IFRS and
ISSB requirements and a deep dive into
Transition Plan Taskforce recommendations,
as well as monitoring compliance with TCFD
and CFD disclosures. In 2025, the Board will
be updated with progress on the Company's
development of a transition plan.
TCFD recommendations
GOVERNANCE
a. Describe the Board’s oversight of
climate-related risks and opportunities.
b. Describe management’s role in assessing
and managing climate-related risks and
opportunities.
STRATEGY
a. Describe the climate-related risks
andopportunities the organization
hasidentified overthe short, medium,
andlong term.
b. Describe the impact of climate-related
risks and opportunities on the
organization’s businesses, strategy,
andfinancial planning.
c. Describe the resilience of the
organization’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or
lowerscenario.
RISK MANAGEMENT
a. Describe the organization’s processes
foridentifying and assessing climate-
related risks.
b. Describe the organization’s processes
formanaging climate-related risks.
c. Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organization’s
overall risk management.
METRICS AND TARGETS
a. Disclose the metrics used by the
organization to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
b. Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
c. Describe the targets used by the
organization to manage climate-related
risks and opportunities, and performance
against targets.
COMPLIANT  EXPLAINED
44
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
GOVERNANCE
a. Describe the Board’s oversight of
climate-related risks and opportunities.
(continued)
The Audit Committee, acting under the
Board’s authority, maintains responsibility
formonitoring and assessing regulatory and
reporting requirements for climate-related
disclosures. During 2024, the Chair of the
Committee has tracked the Company’s
progress and alignment with the TCFD
recommendations, encompassing our
climate-related risks and opportunities.
Notably, the Chair of the Sustainability
Committee is also a member of the Audit
Committee, fostering enhanced climate
governance. The Sustainability and Audit
Committees also approve climate-related
disclosures in this Annual Report.
The Technology Committee considers impact
on climate through its evaluation and
monitoring of power technology.
The Remuneration Committee has reviewed
RMS deployment, which supports efforts to
reduce diesel, as it has been an annual bonus
performance measure since 2022.
READ MORE IN COMMITTEE REPORTS
PAGES 83, 84 AND 91
b. Describe management’s role in assessing
and managing climate-related risks and
opportunities.
The Company’s Sustainable Business
Strategy falls under the responsibility of
ourGroup CEO. The Group CEO is supported
by our Group CFO, who oversees the
assessment of climate risks and financial
impacts, approval of investment in carbon
reduction initiatives and innovations, and
climate-related disclosures.
For Helios Towers, maintaining reliable power
is paramount to delivering Customer Service
Excellence. As described in our Climate
action section (pages 16-19), the energy used
to power our towers is the primary
contributor of our carbon footprint. We focus
on optimised power configurations that
maximise network uptime, optimise grid
utilisation, lower fuel consumption and
reduce carbon emissions. We do this while
focusing on the resilience of our operations to
the impacts of climate change in our markets.
As a result, our approach to climate-related
risks and opportunities is embedded in how
we operate and respective functions and
senior management have accountabilities
forclimate-related risks and opportunities.
– Group Director of Operations and
Engineering: Member of the ExCo
reporting to the Group CEO and leading
the delivery of our carbon roadmap.
Thefunction is responsible for optimising
power configurations to maximise power
uptime while reducing carbon emissions.
Itleads our carbon reduction strategy,
implementing Project 100 initiatives and
realising the environmental and financial
opportunity of reducing diesel usage. The
function also supports mitigation efforts
for potential impacts of physical transition
risks such as flooding and cyclones on
ouroperations.
– OpCo Managing Directors: Members of
the ELT who are responsible for managing
physical climate-related risks, as well as
transition risks such as increased customer
expectations around climate action and
integrating these into local business
continuity plans and operational and risk
management processes. They work with
the Director of Operations and Engineering
and the Performance Engineering teams
onclimate-related matters such as fuel
consumption and carbon, ensuring that
management actions for key risks are
implemented and monitored. Country
Managing Directors and local Operations
teams are also key contributors to our
climate risk assessment. With the
availability and cost of diesel being a key
risk, OpCo Managing Directors implement
mitigation actions tominimise the impact
on our sites in the event of local or global
fuel shortages.
– Group Director of Delivery, IT and
Business Excellence: Member of the ExCo
reporting to the Group CEO, responsible
for the structural integrity ofour towers to
withstand the impact ofclimate hazards.
The delivery team isinformed of the
physical risks through our local project
teams and GIS analysis.
– Group Functional Heads: Play an
important role in managing transition risks,
for example, the Head of Strategic Finance
leads on financial modelling for Project
100, and analysing the financial impact
ofclimate hazards on the business.
– Group Head of Sustainability:
Memberofthe ELT reporting to the Group
CFO and leading reporting on climate
action and our carbon footprint, overseeing
data assurance and climate risk assessment
and working with business functions to
embed climate-related considerations into
operations andplanning.
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45
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
STRATEGY
a. Describe the climate-related risks andopportunities the organization hasidentified
overthe short, medium, andlong term.
(Aligns with CFD disclosures (D) i, ii)
Identifying and effectively managing climate-related risks and opportunities is an integral part
of our climate action strategy. In 2024, we built on our previous climate scenario analysis by
working with OpCo operational teams to understand historic vulnerability of the sites that
theinitial modelling had indicated to be at medium and high risk for flooding.
We selected two scenarios for consideration that cover low warming (1.8°C) and high warming
(4°C). The high-warming scenario helps us understand our exposure to the extreme projections
of climate change. Fortransition risks, this means a much slower transition of low-carbon
technologies and higher demand for fossil fuels globally, which may impact the costs and
availability of our diesel consumption. The low-warming scenario gives us a greater
understanding ofa future world where warming is limited tounder 2°C
1
.
For each scenario, we have looked at three timeframes below that align to the timeframes used
for strategic business planning. When considering the long-term timeframe, wealsolooked out
to 2050 for transitional risks and 2080–2100 for physical risks where modelsallowed.
– Short-term: 0–3 years; any events that could affect our Company almost immediately.
– Medium-term: 3–10 years; strategic planning will look at roadmaps with this horizon.
Theaverage remaining contract term we hold with our customers is about eight years.
– Long-term: 10–15 years, aligning with the long-term nature of the initial contracts we
establish with our customers.
Low warming (1.8°C) High warming (4°C)
DESCRIPTION
Action is taken at a global level to
limit carbon emissions, leading to
the low-end of warming projections.
We modelled 1.8°C warming by
2100 to ensure consistency across
our physical risk modelling.
No further global commitments
beyond what has already been
announced coupled with failure
to meet those commitments.
Limited traction to transition
leads to 4°C warming by 2100.
MODELS USED
FOR PHYSICAL
RISKS
IPCC Model: SSP1-2.6 Sustainable
Development Scenario.
Global CO
2
emissions are
significantly reduced with the
objective of zero emissions
reached after 2050.
IPCC Model: SSP5-8.5 Fossil fuel-
driven development scenario.
This is the ‘worst-case scenario’.
Current levels of CO
2
emissions
are almost doubled by 2050.
FEATURES
OFFUTURE
SCENARIO
Rapid energy transition leads to
the adoption of renewables, wider
electrification and the phasing out
of fossil fuels. Global temperatures
limited to 1.5–1.8°C by 2100. Smaller
increases in extreme weather
events compared to high-warming
scenario. Increased regulation to
meet carbon reduction targets.
Deployment of low-carbon
strategies and technologies.
Energy usage doubles, demand met
through fossil fuels with marginal
increase in renewable energy.
Global temperatures rise by 4°C by
2100, leading to 1.1 metre sea-level
rise and major changes to climate
system. Significant increase in
frequency and magnitude of extreme
weather events. Little additional
regulation or action to mitigate the
impacts of climate change. Slow
change in development and
innovation forlow-carbon
technologies.
TRANSITION
RISKS
Reports from IPCC, IEA forecasts and wider research.
ASSUMPTIONS
We have modelled all markets where we have towers to ensure
weunderstand how physical and transition risks may impact the
serviceweprovide.
For qualitative modelling, we have assumed exposure analysis affects the
market as a whole and are using quantitative modelling to narrow down
which towers are likely to be exposed to specific physical risk types.
CHANGES TO
PARAMETERS
INREPORTING
YEAR
No changes to parameters used in qualitative modelling. The quantitative
modelling conducted by our GIS team in 2024 has been aligned to existing
scenarios used in 2023.
1 We have chosen 1.8°C over 1.5°C as global policies and commitments are not yet aligned to limit warming to this level and
1.8°C of warming is, therefore, more likely and relevant to our operations. We will re-evaluate the scenario modelled if this
changes. Furthermore, there is greater availability of 1.8°C models for all physical risks that we have identified compared
to 1.5°C models, which provides greater consistency. For transition risks, we have chosen this scenario to understand how
low-carbon technologies may become widespread and to assess our exposure to any regulations orgovernment
measures on carbon pricing.
46
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
STRATEGY
a. Describe the climate-related risks andopportunities the organization hasidentified
overthe short, medium, andlong term. (continued)
We have conducted qualitative climate scenario modelling to identify and assess climate-
related risks and opportunities. Physical and transition risks have been considered for all
markets where Helios Towers operates.
– For physical risks, we have focused on operational disruption as, from our experience,
weexpect impacts on our towers or to the surrounding areas to affect our ability to access
sites. Any disruption to power uptime directly impacts our customers, so our modelling also
takes this into account.
– For transition risks, we have considered our whole value chain. For example, the goods
wepurchase are more exposed as part of the transition to a low-carbon economy compared
to physical climate events.
The following tables show our material climate risks and opportunities. We define a risk as
material ifthe risk rating is medium or higher on our risk matrix. Risk ratings are created using
acombination of the likelihood of a risk occurring (exposure) and the severity of the impact if
the risk were to occur. Each risk was assessed by members of the ExCo across both low- and
high-warming scenario, in line with the six criteria outlined in Risk Management a) on page 49.
Physical risks: potential financial and operational impact
Scenario Short Medium Long term
River and rainfall flooding leading to
infrastructure damage, increased capital costs
for asset repair or replacement, inaccessibility
of sites for maintenance and tower downtime
leading to service disruption.
Low warming
High warming
Storms leading to infrastructure damage,
increased capital cost for asset repair or
replacement, inaccessibility of sites for
maintenance and tower downtime leading
toservice disruption.
Low warming
High warming
Cyclones leading to infrastructure damage,
increased capital cost for asset repair or
replacement, inaccessibility of sites for
maintenance and tower downtime leading
toservice disruption.
Low warming
High warming
Extreme heat reducing battery efficiency or
damaging equipment, leading to increased
diesel consumption and operational cost
including increased reliance on cooling
equipment.
Low warming
High warming
Drought leading to disruption of hydropower
sources powering towers, thereby increasing
reliance on back-up generators.
Low warming
High warming
Transitions risks: potential financial and operational impact
Scenario Short Medium Long term
Increasing cost and availability of diesel as
back-up power, leading to increased operating
cost due to changing energy process, abrupt
and unexpected shifts in energy procurement
and potential disruption to power uptime.
Low warming
High warming
Cost and availability of batteries due to global
demand leading to increased cost of capital
investments, insecure supply chain and
additional maintenance costs to prolong
assetlifetime.
Low warming
High warming
Dependence on improvements in nationalgrid
proliferation and large-scale infrastructure.
Delayed progress on this means the Company
willbe exposed to dieselcost increase and
operational impact from volatile grid connectivity.
Low warming
High warming
Opportunity
Scenario Short Medium Long term
Cost savings resulting from reduced
dieselusage in operations as stable
gridconnections provide better returns
andreliability.
Low warming
High warming
Risk scale
High Medium Low
Risk scale is determined by multiplying exposure levels (low, medium, high and very high) with
impact ratings (minor, moderate, major and severe). The overall risk score is then categorised
as low, medium, high and very high. We have not assessed any risk as very high.
We have looked at transition risks at a company level, factoring in any country-specific policies
such as those pertaining to grid expansion and grid greening.
For physical risks, we have assessed all our markets to evaluate the exposure at a country level.
There is naturally some variance in the levels of exposure for each market. For example,
drought is particularly impactful for operations in the DRC and Tanzania, where the national
grid is predominantly hydro powered and therefore droughts reduce grid availability requiring
the Company to rely on diesel generators to power our towers. Our modelling using Aqueduct
data shows the level of drought lessening over the coming decades, therefore our overall risk
rating is likely to decrease in the future.
Governance Report Financial StatementsStrategic Report
47
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
STRATEGY
a. Describe the climate-related risks
andopportunities the organization
hasidentified overthe short, medium,
andlong term. (continued)
Generally, trends are consistent across
countries for a single risk type and scenarios.
For example, for extreme rainfall, the
projections in a high- andlow-warming
scenario will see similar percentage increases.
We have also identified the following risks
and opportunity and do not consider them
tobe currently material.
– Physical risks: Coastal flooding.
– Transition risks: Lack of skills to maintain
low-carbon technologies; increased investor
and customer demand and expectations
around climate action, SBTs and Net Zero;
legislation restricting our ability to generate
our own power; and increased carbon-
related policy, regulation and taxation.
– Transition opportunities: Increased
customer demand for our services from
rapid decarbonisation.
b. Describe the impact of climate-related
risks and opportunities on the
organization’s businesses, strategy,
andfinancial planning.
Aligns with CFD disclosure (E)
Material risks have been factored into our
strategic, operational and financial planning
with mitigations in place. These are further
supported with our carbon roadmap
described in Climate action, pages 16-19.
Due to the nature of our business and the
regions where we operate, our assets are –
and have been in recent years – frequently
exposed to physical climate hazards. As a
result, we monitor and respond to these in
real time and consequently, dealing with the
impacts of physical climate hazards is built
into our day-to-day operations to ensure our
assets are backed up and running as quickly
as possible – a key feature of our business
continuity plan. Climate hazards that we
experienced in 2024 included flooding
hindering access to our towers and electricity
outages due to grid infrastructure damage.
Where towers are damaged during climatic
events, such as storms and flooding, nearby
areas are likely to be inaccessible or
dangerous to our staff and contractors.
Wework with our customers to protect
equipment as far as possible and ensure
thesafety of our staff and contractors by
reducing any non-critical site work until it
issafe to work.
Where towers are more vulnerable to
stronger winds, we ensure additional
maintenance and structural analysis is
conducted. We also use temporary tower
solutions, such as Cell on Wheels (CoWs),
which are portable and can be quickly
installed. We are focused on planning for
sufficient battery installation and stocking
fuel nearby to be able to continue operating
atower when access is impeded. Additional
reviews of towers in high-risk areas may lead
to relocation or re-engineering where
necessary.
Where the national grid is powered by
hydropower, we ensure that there are reliable
fuel stocks in place to mitigate any potential
impacts caused by droughts. We consider
batteries and renewable energy sources
where possible to avoid using diesel for
back-up power.
We are also investigating local renewable
energy sourcing as an option to mitigate
ourdependence on national grid proliferation
in remote parts of our markets.
To mitigate the transition risk of diesel
availability and cost, we have implemented
measures to minimise site impact during
global shortages, including stockpiling diesel
where necessary. This is predominantly
focused on towers that do not currently have
access to the national grid and, therefore,
supports our long-term goal to increase the
number of towers running on less-carbon-
intensive electricity.
In 2024, our external carbon consultancy
evaluated our carbon and climate risk
strategy against the requirements of the
Transition Plan Taskforce Framework (TPT).
We assessed our ambitions, processes,
governance and performance in relation to
our targets within the framework. This
assessment indicated that while our emission
reduction targets are near term and do not
align with a 1.5°C trajectory, we have
developed a solid, costed action plan
toachieve these targets. Our operational
andfinancial plans to reduce our emissions
intensity are embedded within our strategic
business planning. In 2025, we plan to
continue quantifying the financial impacts
ofour climate-related risks and opportunities
and toexamine our dependencies and
impacts in greater detail, which will also be
incorporated into our climate transition plan.
c. Describe the resilience of the
organization’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower scenario.
Aligns with CFD disclosure (F)
Scenario analysis continues to inform and
quantify our resilience to climate change in
markets that are particularly susceptible to
the impacts of climate change. The scenarios
used for the assessment were SSP1-2.6 and
SSP5-8.5, which were chosen to provide a
range of impacts to consider for both
physical and transition risks. Scenario
modelling has enabled us to develop insights
into how our strategies will need to be
adapted for climate resilience in the future.
One example of this is in our use of diesel to
power our towers, which is a key reduction
lever for our decarbonisation journey and
mitigating our climate impact. Failure to
move away from diesel could increase our
transition risk going forward. As flooding
andextreme events may also lead to grid
outages, diesel can also be a critical means
toensure power uptime for climate
changeadaptation.
It is important to note that diesel is the main
fossil-fuel-based infrastructure in our markets
with few gas alternatives such as LNG, which
are more widely available in developed
markets. Nonetheless, we see diesel
reduction as an opportunity to reduce
operating costs and improve our customer
proposition through our proactive approach
to reducing emissions.
In low- and high-carbon scenarios, climate
change poses a similar level of risk across
both physical and transition risk types. We
expect to deploy the same measures for
resilience for the future, distinguishing where
our analysis has pointed towards distinct
differences in the impact between the
scenarios.
For physical risks, this is currently different
for river and rainfall flooding, suggesting that
in a higher-carbon scenario, we would be
more resilient by increasing flood defences
and continuity planning for such events.
However, in a high-warming scenario, our
qualitative scenario analysis reveals certain
transition risks may pose greater risk,
especially in relation to the cost and
availability of batteries and for diesel as
aback-up power source. In a low-carbon
scenario, there is expected to be greater
demand and enforcement of carbon taxes
onfossil fuel-based energy sources. The
transition could have a greater impact,
especially in the medium to long term.
Ourstrategy to move away from diesel over
the coming decade will enable us to develop
resilience to transition risks.
Overall, our current strategy is resilient to
low-medium risks in the short term and our
processes and planning are designed to
withstand impact from climatic events. For
the long term, creating a transition plan will
help us understand how to achieve a holistic
strategy that reduces exposure to physical
and transition risks in future.
48
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
RISK MANAGEMENT
a. Describe the organization’s processes
foridentifying and assessing climate-
related risks.
Aligns with CFD disclosure (B)
Climate change was identified as a principal
risk through our risk identification and
management process in 2021. We undertook
a comprehensive climate-related risk review
in 2023 to identify and assess physical and
transition risks and opportunities at Group
level based on information from all our
OpCos. We conducted workshops with the
Executive Leadership Team comprising
Group ExCo members and OpCo Managing
Directors, the Operations function and an
external carbon consultancy on likelihood
and the potential magnitude of impact. We
also conducted a review of climate records
and projections for each of our markets using
the World Bank Climate Change Knowledge
Portal and other open-source databases for
qualitative risk modelling. This provided us
with a matrix of relevant physical and
transition risks for each OpCo. Material
climate risks are those that could potentially
have a significant effect on our tower
downtime, the safety of our people, partners
and assets, and on our costs. We created a
risk register for all material risks measured
across two climate scenarios.
Our approach ensures consistency in climate
risk assessments through scenario modelling
while leveraging OpCo experience of
climate-related risks. We align to our general
risk management processes (read more on
page 38) while allowing the identification and
measurement to be climate-risk specific.
Wehave ongoing work with our Geographic
Information System (GIS) team looking at
specific physical risk data such as flooding
across ourOpCos.
We review our Climate Scenario Analysis
every three years.
Identification
We use multiple sources to identify potential
climate-related risks and opportunities:
– Market-specific knowledge from our
OpCos on current and potential risks;
– Latest climate studies and science relevant
to the telecommunications sector and the
potential climate impacts it may face;
– Risks and opportunities identified by peers
in the telecommunications sector;
– TCFD guidance on potential risks
andopportunities; and
– Current and emerging regulatory
requirements.
While we have identified climate-related
opportunities through our identification
process, they are frequently the mirror image
of the transition risks we face. For example,
we may be exposed to increasing cost and
limited availability of diesel if we do not
switch to low-carbon forms of electricity
generation. It is also an opportunity for us to
avoid this exposure by transitioning more
rapidly to low-carbon electricity generation
compared to our peers.
Assessment
Upon identifying the potential risks we face,
each risk is assessed to understand its
materiality. Each risk is evaluated by
assessing the likely exposure and impact on
our operations and likely time horizon for the
risk occurring. Risks are assessed against
twoclimate scenarios and across the short-,
medium- and long-term timeframes. Further
details on scenarios and timeframes used can
be found in the Strategy section on page46.
Our risk rating framework is based on a
combination of our likelihood and impact
scales. When assessing impact, we look at
siximpacts areas: financial, operational,
reputational, customer, employee and legal.
Each type of impact has a qualitative or
quantitative definition on a four-point scale;
minor, moderate, major and severe. For
example, severe financial impact is defined to
be a budget variance in EBITDA of +/- 10% for
risks and opportunities. We assess the overall
impact rating based on the highest impact
seen across those six areas. We are
prioritising our assessment of financial
impact based on the risks, such as flooding
where we have high-quality internal and
external data.
To align with TCFD guidance, we have
measured our risks through to 2050 at a
minimum and, where climate models allow,
to2080–2100.
We review our materiality assessment
regularly to ensure that our material climate-
related risks are accurate and up to date.
Tobuild our internal capacity in this area,
ourGIS modelling team underwent climate
risk assessment training in 2023. The training
enabled us to conduct quantitative modelling
on key physical climate risks and improve the
granularity of our modelling from country
level to tower-specific level.
As part of the risk assessment, we focused
onflooding (river and rainfall related) and
extreme temperature risks, as these are
prominent risks noted across our markets.
We will update the risk scores as necessary
due to changing circumstances within our
business or where modelling allows improved
data to be used. In 2024, we reviewed an
internal vulnerability assessment for flood risk
(pluvial, fluvial and coastal) across medium-
and high-risk sites.
In 2023, we assessed six physical risks and
seven transition risks. In formulating the
Group-level risk ratings, we assessed the
likelihood and impact of each risk in all our
markets. In 2024, we reviewed the risk
register with OpCos to ensure relevance
andaccuracy.
b. Describe the organization’s processes
formanaging climate-related risks.
c. Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organization’s
overall risk management.
Aligns with CFD disclosures (B) and (C)
Management and reporting
Climate change is a principal risk and,
assuch, is managed through the risk
governance structure outlined on page 38.
The Group CFO and Group Head of
Sustainability updated the Sustainability
Committee on key physical and transition
risks. Throughout 2024, climate risk has been
a standing agenda item as part of the
Sustainability Committee. Oncea risk is
identified and assessed, it is communicated
to our OpCos and integrated into our wider
risk management process. Thisincludes
communicating the update to Managing
Directors as part of the principal risk review
process.
Each OpCo maintains their own local risk
register, which integrates country-specific
climate risks.
Governance Report Financial StatementsStrategic Report
49
Helios Towers plc Annual Report
and Financial Statements 2024
TCFD disclosures continued
METRICS AND TARGETS
a. Disclose the metrics used by the
organization to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
To assess our exposure to climate-related
risks and opportunities we measure several
KPIs that are highly specific and material to
our business operations, markets and
activities such as:
– Power uptime (key KPI for Customer
Service Excellence);
– Downtime per tower per week
(StrategicKPI);
– RMS connectivity (features in our bonus
performance measures); and
– Carbon emissions per tenant
(aperformance measure included in our
long-term incentive plan award).
Operational KPIs also include ‘Average grid
hours per day’ and the percentage of sites
a)connected to the grid, b) with hybrid
solutions, c) with solar solutions.
We monitor the business impact of climate
events we are already experiencing through
anumber of these KPIs and use them for
planning and budgeting. For example, after
flooding, storms, cyclones and prolonged
rainy seasons, we review the impact of our
KPI of downtime per tower per week on
operating costs and our carbon emissions.
In2023, we reviewed the potential financial
impact of transition risks associated with
projected cost increases in procuring energy
and steel; concluding these were not material
risks. We assessed the likelihood of a carbon
price in each of our OpCos as well as the
regulatory landscape for the countries from
which we procure these materials. We will
continue to monitor these transition risks.
We report on metrics such as GHG emissions,
energy consumption and our investment in
carbon reduction (see pages 18-19).
To align long-term incentives with the
Company’s Sustainable Business Strategy,
our long-term incentive plan (LTIP) award
includes a target for progress against carbon
emissions per tenant. We track data against
our 2020 base year and our reporting
includes all years back to our baseline to
allow for a year-on-year comparison. We
explored the use of an internal carbon pricing
mechanism but concluded that due to the
diversity of our markets, we would need to
operate a differentiated price for each, and
this complexity would not drive the intended
changes in decision-making.
b. Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks.
Scope 1, 2 and 3 emissions are the key metrics
we use to measure our emissions, manage
climate-related risks and assess opportunities
in the energy transition. For our carbon
footprint disclosure see page 19. Forfurther
details on our methodology, seeour basis of
reporting, available at
heliostowers.com/our-impact/reports.
c. Describe the targets used by the
organization to manage climate-related
risks and opportunities, and performance
against targets.
We address physical and transition climate
risks by decarbonising our operational
footprint, promoting energy efficiency
andreducing reliance on diesel. In 2024,
weupdated our 2030 carbon intensity
targetto36% reduction in carbon emissions
pertenant, compared to a 2020 baseline.
Thisrevised target now reflects all nine
operating markets.
Overall emissions intensity per tenant has
decreased by 6% compared to the 2020
baseline, driven by tenancy growth outpacing
the increase in absolute Scope 1 and 2
emissions.
READ MORE ABOUT OUR TARGET AND
PERFORMANCE IN CLIMATE ACTION
PAGES 16-19
50
Helios Towers plc Annual Report
and Financial Statements 2024
Viability statement
1. ASSESSMENT OF PROSPECTS: CONTEXT
The Group’s activities are long term in
nature, as is its business model. The Group is
either the sole and/or leading independent
operator in seven of its nine markets. The
Group has demonstrated consistent Adjusted
EBITDA growth for the last 10 years, and from
2018 to 2024, operating loss has improved
from US$(24)million to an operating profit
of US$242million. Following substantial
inorganic expansion across 2020–2022, the
Group has focused on tenancy ratio growth
on its enlarged platform in 2024. In 2024,
the Group recognised a profit after tax for
the first time, of US$27million. Pages 1–6
describe how the Group’s business model will
grow profits in future years as the tenancy
ratio further expands going forward.
Our growth over the last few years has
resulted in a US$36million net asset position
at year end, compared to net liabilities of
US$39 million in the prior year. As we lease
up our assets over the next few years,
weexpect the balance sheet to strengthen.
Ournet current assets atyear end remain
strong at US$131million.
The Group closed the year with
US$161million cash and cash equivalents,
in addition to c.US$400million of
undrawn debt facilities. In May 2024,
we completed an US$850million bond
issuance, further strengthening our
financial position by extending our
weighted average debt maturity by two
years while maintaining our cost of debt.
Net leverage was 4.0x at the end of 2024,
reducing from 5.1x in 2022 and trending to
3.0x in 2026.
The Board continues to take a balanced
approach to the Group’s strategy, with the
focus primarily on growing earnings and
return on invested capital through organic
tenancy expansion. Decisions relating to
investments are made consistent with the
Group’s current risk appetite and are subject
to robust commercial analysis, diligence and
Board oversight.
2. KEY ASSUMPTIONS AND THE
ASSESSMENTPROCESS
Group prospects are assessed through
its strategic planning process, led by
the Group CEO and the Executive
Management team, involving functions
such as Finance, Commercial, Operations,
Legal and Compliance. The Board,
through its regularly scheduled meetings,
oversees this process. The Board assesses
whether the strategic plan’s outputs take
account of external dynamics including
political, social, technological and
macroeconomic factors. The outcome
of this process is a set of objectives,
financial forecasts and risk assessments.
The latest updates to this strategic plan were
finalised in 2024, considering the Group’s
position and business prospects for the next
four years, focusing on potential market
expansion, growth opportunities in existing
markets and the new product development.
Based on this analysis, detailed financial
forecasts were prepared for a five-year
period. The forecasts for year one represent
the Group’s operating budget, which is
subject to ongoing review and formal
monitoring during the year. Forecasts for the
remaining years are extrapolated based on
the overall content ofthe strategic plan.
We consider it reasonable to assume that
debt refinancing will be available at existing
levels in all plausible market conditions as the
related debt matures, and therefore there will
be nomaterial change to the Group’s capital
structure over the period. In practice, the
Group expects to refinance proactively, in
amanner that optimises the Group’s overall
capital structuring while safeguarding its
liquidity. The forecasts take into account the
Group’s commitments with respect to the
US$100million capital spend up to 2030
required to meet its carbon target (see pages
18–19).
The purpose of this summary is to set out the
potential impact from key risks that could
prevent the Group from achieving its
strategy. Depending on the nature or impact
of aspects of these principal risks, the Group’s
ability to continue in business in its current
form could be affected if these were realised.
This was considered as part of the Group’s
viability assessment, outlined here.
While the Group’s forecast reflects
the Directors’ best estimates of the
future prospects of the business, the
Group has also considered a number
of downside scenarios that reflect the
principal risks of the Group, as explained
on pages 38–43 of this Annual Report,
by quantifying their potential financial
impact and assessing the potential impact
on planned delivery. All of the scenarios
modelled represent ‘severe but plausible’
circumstances that could affect the Group,
its operations and its business activities.
3. ASSESSMENT OF VIABILITY
The assessment of viability started with the
available headroom as of 31 December 2024
and considered the plans and projections
prepared as part of the forecasting cycle
andrelated downside scenarios that reflect
both the principal and a reasonable set of
alternative potential risks, including
conflictscenarios.
The results of this stress-testing, and
assessment of significant quantitative and
qualitative factors, demonstrated that the
Group would be able to withstand these
impacts over the period of its financial
forecasts, and have liquidity available to
theCompany. While in a downside scenario
headroom has been assessed to be tight
against its covenants, it does not breach its
covenants. This is due to the inherent stability
of its core business and by making necessary
adjustments to its business-as-usual
operational and activity plans.
The Group also considered a number of
‘break-case’ scenarios, hypothetically
calculating how much a change in portfolio
structure (i.e. sites going offline) would be
required for the business to run out of cash
and available debt facilities. This testing
highlighted that over 45% of its portfolio
would need to go offline for the business not
to be able to generate sufficient cash flows
over a year to cover its fixed costs.
4. VIABILITY STATEMENT
The Directors confirm that they have a
reasonable expectation that the Group will
beable to continue in operation and meet its
liabilities as they fall due over this five-year
period, based on the assessment of
prospects and viability detailed above.
5. GOING CONCERN
The Directors also considered it appropriate
to prepare the Financial Statements on a
going-concern basis, as explained in
Note2(a) to the Group Financial Statements
included in this Annual Report.
Approval of Strategic Report
This Strategic Report has been prepared
in accordance with the requirements of
the Companies Act 2006 and has been
approved and signed for on behalf of
theBoard.
Tom Greenwood
Group CEO
12 March 2024
Governance Report Financial StatementsStrategic Report
51
Helios Towers plc Annual Report
and Financial Statements 2024
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
Definition
Management defines Adjusted EBITDA as profit/(loss) before tax for the year, adjusted for
finance costs, other gains and losses, interest receivable, 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.
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 loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better understanding of the Group’s
underlying trading performance.
Reconciliation between APM and IFRS
2024
US$m
2023
US$m
Profit/(loss) before tax 44.2 (112.2)
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs
1
1.4 3.3
Share-based payments and long-term incentive plan charges
2
4.7 3.7
Other 1.2 0.9
Loss/(gain) on disposal of property, plant and equipment 5.2 (3.1)
Other gains and losses (17.1) 6.1
Depreciation of property, plant and equipment 113.3 160.9
Amortisation of intangible assets 27.0 26.1
Depreciation of right-of-use assets 25.9 32.0
Interest receivable (3.4) (1.3)
Finance costs 218.6 253.5
Adjusted EBITDA 421.0 369.9
Revenue 792.0 721.0
Adjusted EBITDA margin 53% 51%
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 Includes associated costs.
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.
Alternative Performance Measures
52
Helios Towers plc Annual Report
and Financial Statements 2024
Alternative Performance Measures continued
ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN
Definition
Adjusted gross profit means gross profit, adding back site and warehouse depreciation.
Adjusted gross margin means Adjusted gross profit divided by revenue.
Purpose
This measure is used to evaluate the underlying level of gross profitability ofthe operations
of the business, excluding depreciation, which is the major non-cash measure otherwise
reflected in cost of sales. The Group believes that Adjusted gross profit facilitates comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by the age and booked depreciation on assets. It is also a proxy
for the gross cash generation of its operations.
Reconciliation between IFRS and APM
2024
US$m
2023
US$m
Gross profit 383.1 270.6
Add back: Site and warehouse depreciation 131.4 185.6
Adjusted gross profit 514.5 456.2
Revenue 792.0 721.0
Adjusted gross margin 65% 63%
PORTFOLIO FREE CASH FLOW AND RECURRING LEVERED FREE CASH FLOW
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and corporate
capital additions, payments of lease liabilities (including interest and principal repayments
of lease liabilities) and tax paid.
Recurring levered free cash flow is defined as portfolio free cash flow less net payment of
interest and net change in working capital.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the business operations
after expenditure incurred on maintaining capital assets, including lease liabilities, and taxes.
It is a measure of the cash generation of the tower estate.
Recurring levered free cash flow is a measure of the Company’s cash flow generation
available for (i) discretionary capital expenditure, and other exceptional items, and (ii) capital
providers and investor distributions.
Reconciliation between IFRS and APM
2024
US$m
2023
US$m
Cash generated from operations 397.2 318.5
Adjustments applied:
Movement in working capital 22.4 48.1
Deal costs
1
1.4 3.3
Adjusted EBITDA 421.0 369.9
Less: Maintenance and corporate capital additions (41.7) (35.5)
Less: Payments of lease liabilities
2
(47.7) (45 .3)
Less: Tax paid (33.2) (20.9)
Portfolio free cash flow 298.4 268.2
Less: Net payment of interest (136.4) (127.9)
Less: Net change in working capital (14.1) (47.1)
Recurring levered free cash flow
147.9 93.2
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior
to operating activities commencing.
2 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
Strategic Report Financial StatementsGovernance Report
53
Helios Towers plc Annual Report
and Financial Statements 2024
RETURN ON INVESTED CAPITAL
Definition
Return on invested capital (ROIC) is defined as annualised portfolio free cash flow divided
by invested capital.
Invested capital is defined as gross property, plant and equipment and gross intangible
assets, less accumulated maintenance and corporate capital expenditure, adjusted for
IFRS 3 and IAS 29 accounting adjustments and deferred consideration for future sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the Group’s
capitalallocation.
Reconciliation between IFRS and APM
2024
US$m
2023
US$m
Property, plant and equipment 981.0 918.3
Accumulated depreciation 1,236.5 1,127.5
Accumulated maintenance and corporate capital expenditure (302.0) (260.3)
Intangible assets 531.4 546.4
Accumulated amortisation 106.7 75.6
Accounting adjustments and deferred consideration for future sites (240.4) (180.1)
Total invested capital 2,313.2 2,227.4
Annualised Portfolio free cash flow
1
298.4 268.2
Return on invested capital 12.9% 12.0%
1 Annualised portfolio free cash flow means portfolio free cash flow for the respective period, adjusted to annualise
forthe impact of acquisitions closed during the period.
GROSS DEBT, NET DEBT AND NET LEVERAGE
Definition
Gross debt is calculated as non-current loans and current loans and long-term and short-term
lease liabilities.
Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated
as net debt divided by annualised Adjusted EBITDA
1
.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of overall
balance sheet strength. It is also a single measure that can be used to assess the Group’s cash
position relative to its indebtedness. The use of the term ‘net debt’ does not necessarily mean
that the cash included in the net debt calculation is available to settle the liabilities included
in this measure.
Net leverage is a metric used to assess a company’s ability to manage its existing debt,
aswell as its borrowing capacity.
Reconciliation between IFRS and APM
2024
US$m
2023
US$m
External debt
2
1,672.8 1,650.3
Lease liabilities 223.7 239.4
Gross debt 1,896.5 1,889.7
Less: cash and cash equivalents (161.0) (106.6)
Net debt 1,735.5 1,783.1
Annualised Adjusted EBITDA
1
436.4 403.0
Net leverage
3
4.0x 4.4x
1 Annualised Adjusted EBITDA 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 from 1 January 2024.
3 Net leverage is calculated as net debt divided by annualised Adjusted EBITDA.
Alternative Performance Measures continued
54
Helios Towers plc Annual Report
and Financial Statements 2024
SEGMENTAL KEY PERFORMANCE INDICATORS
Sites and tenancies increased to 14,325 (+1.6%) and 29,406 (+9.2%) respectively in the year ended 31 December 2024, with all regions experiencing growth in both sites and tenancies.
Adjusted EBITDA for the year grew by 13.8% to US$421.0 million, while Adjusted EBITDA margin increased by 2ppt to 53%. This reflects the tenancy additions, which were predominantly
margin-accretive colocations.
Year ended 31 December
$ values are presented as US$m
Group Middle East & North Africa
2
East & West Africa
3
Central & Southern Africa
4
2024 2023 2024 2023 2024 2023 2024 2023
Sites at year end 14,325 14,097 2,549 2,535 6,506 6,396 5,270 5,166
Tenancies at year end 29,406 26,925 4,188 3,375 13,655 12,608 11,563 10,942
Tenancy ratio at year end 2.05x 1.91x 1.64x 1.33x 2.10x 1.97x 2.19x 2.12x
Revenue for the year $792.0 $721.0 $68.6 $57.5 $325.5 $312.6 $397.9 $350.9
Adjusted gross margin
65% 63% 81% 77% 69% 69% 59% 56%
Adjusted EBITDA
for the year
1
$421.0 $369.9 $49.3 $38.5 $210.4 $199.8 $199.3 $167.6
Adjusted EBITDA margin
for the year 53% 51% 72% 67% 65% 64% 50% 48%
1 Group Adjusted EBITDA for the year includes corporate costs of US$38.0million (2023: US$36.0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.
Detailed financial review
Alternative Performance Measures are defined on pages 52-54
Strategic Report Financial StatementsGovernance Report
55
Helios Towers plc Annual Report
and Financial Statements 2024
Detailed financial review continued
TOTAL TENANCIES AS AT 31 DECEMBER
Colocation tenancies increased by 17.5% to 15,081 in the year ended 31 December 2024. The 2,253 colocation additions comprised 54% standard colocations and 46% amendmentcolocations.
Total sites increased by 1.6% to 14,325.
Year ended 31 December
Group Tanzania DRC Congo Brazzaville Ghana
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Standard colocations 12,152 10,929 5,192 4,708 3,472 3,291 194 193 960 987
Amendment colocations 2,929 1,899 1,077 816 595 385 69 33 441 378
Total colocations 15,081 12,828 6,269 5,524 4,067 3,676 263 226 1,401 1,365
Total sites 14,325 14,097 4,226 4,156 2,653 2,562 550 537 1,097 1,097
Total tenancies 29,406 26,925 10,495 9,680 6,720 6,238 813 763 2,498 2,462
Tenancy ratio at year end 2.05x 1.91x 2.48x 2.33x 2.53x 2.43x 1.48x 1.42x 2.28x 2.24x
Year ended 31 December
South Africa Senegal Madagascar Malawi Oman
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Standard colocations 249 252 128 99 159 130 571 525 1,227 744
Amendment colocations 118 97 47 30 36 30 134 34 412 96
Total colocations 367 349 175 129 195 160 705 559 1,639 840
Total sites 383 379 1,459 1,444 587 591 821 796 2,549 2,535
Total tenancies 750 728 1,634 1,573 782 751 1,526 1,355 4,188 3,375
Tenancy ratio at year end 1.96x 1.92x 1.12x 1.09x 1.33x 1.27x 1.86x 1.70x 1.64x 1.33x
56
Helios Towers plc Annual Report
and Financial Statements 2024
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December
(US$m)
Year ended 31 December
2024 2023
Revenue 792.0 721.0
Cost of sales (408.9) (450.4)
Gross profit 383.1 270.6
Administrative expenses (135.6) (127.6)
(Loss)/gain on disposal of property, plant and equipment (5.2) 3.1
Operating profit 242.3 146.1
Interest receivable 3.4 1.3
Other gains and losses 17.1 (6.1)
Finance costs (218.6) (253.5)
Profit/(loss) before tax 44.2 (112.2)
Tax (expense)/credit (17. 2) 0.4
Profit/(loss) after tax 27.0 (111.8)
Profit/(loss) attributable to:
Owners of the Company 33.5 (100.1)
Non-controlling interests (6.5) (11.7)
Profit/(loss) for the year 27.0 (111.8)
Profit/(loss) per share:
Basic profit/(loss) per share (cents) 3 (10)
Diluted profit/(loss) per share (cents) 3 (10)
REVENUE
Revenue increased by 9.8% to US$792.0million in the year ended 31 December 2024
fromUS$721.0million in the year ended 31 December 2023. The increase in revenue
wasdriven by organic tenancy growth predominantly in Tanzania and Oman, complimented
by contractual CPI and power escalators.
COST OF SALES
Cost of sales decreased to US$408.9million in the year ended 31 December 2024 from
US$450.4million in the year ended 31 December 2023, due primarily to an update to our
tower depreciation policy from up to 15 years to up to 30years, which reduced depreciation
by c.US$65.0 million, partially offset by organic growth.
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2024 2024 2023 2023
Power 186.4 23.5% 177.3 24.6%
Non-power 91.1 11.5% 87.5 12.2%
Site and warehouse depreciation 131.4 16.6% 185.6 25.7%
Total cost of sales 408.9 51.6% 450.4 62.5%
The table below shows an analysis of the cost of sales on a region-by-region basis for the
year ended 31 December 2024 and 2023.
(US$m)
Group
Middle East &
North Africa
East & West Africa
Central &
Southern Africa
2024 2023 2024 2023 2024 2023 2024 2023
Power 186.4 177.3 7. 2 7.4 62.1 60.4 117.1 109.5
Non-power 91.1 87.5 5.6 5.9 38.1 36.4 47.4 45.2
Site and warehouse
depreciation 131.4 185.6 16.5 19.0 56.8 80.9 58.1 85.7
Total cost of sales 408.9 450.4 29.3 32.3 157.0 177.7 222.6 240.4
ADMINISTRATIVE EXPENSES
Administrative expenses increased by 6.3% to US$135.6million in the year ended
31 December 2024 from US$127.6million in the year ended 31 December 2023. The increase
in administrative expenses is primarily due to growth in the business. Year-on-year
administrative expenses as a percentage of revenue decreased by 0.6%.
(US$m)
Year ended 31 December
%ofRevenue %ofRevenue
2024 2024 2023 2023
Other administrative costs 93.5 11.8% 86.4 12.0%
Non-tower depreciation and amortisation 34.8 4.4% 33.4 4.6%
Adjusting items 7.3 0.9% 7.8 1.1%
Total administrative expense 135.6 17.1% 127.6 17.7%
Detailed financial review continued
Strategic Report Financial StatementsGovernance Report
57
Helios Towers plc Annual Report
and Financial Statements 2024
ADJUSTED EBITDA
Adjusted EBITDA was US$421.0million in the year ended 31 December 2024 compared to
US$369.9million in the year ended 31 December 2023. The increase in Adjusted EBITDA
between periods is primarily attributable to the changes in revenue, and cost of sales, as
discussed above. Please refer to the Alternative Performance Measures section for more
details and Note 4 of the Group Financial Statements for a reconciliation of aggregate
Adjusted EBITDA to profit/(loss) before tax.
OTHER GAINS AND LOSSES
Other gains and losses recognised in the year ended 31 December 2024 was a gain of
US$17.1million, compared to a loss of US$6.1million in the year ended 31 December 2023.
This is mainly related to the impacts of hyperinflation accounting in 2024 in Ghana and
Malawi. See Note 24 of the Group Financial Statements.
FINANCE COSTS
Finance costs of US$218.6million for the year ended 31 December 2024 included interest
costs of US$165.6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 increase in interest costs from US$150.2million in 2023 to US$165.6million
in2024 is primarily due to refinancings in both 2023 and 2024.The decrease in foreign
exchange differences from US$86.1million in 2023 to US$21.7million in 2024 primarily
reflects the designation of certain intragroup loans froman entity’s liability to equity.
(US$m)
Year ended 31 December
2024 2023
Foreign exchange differences 21.7 86.1
Interest costs 165.6 150.2
Interest costs on lease liabilities 26.3 25.0
Loss/(gain) on refinancing 5.0 (7. 8)
Total finance costs 218.6 253.5
TAX EXPENSE
Tax expense was US$17.2 million expense in the year ended 31 December 2024 compared to
US$0.4 million credit in the year ended 31 December 2023. The increase in overall tax charge
is predominantly driven by increased profits in the tax paying entities during 2024 and the
recognition of deferred tax assets in the 2023 period, partly offset by certain one-off tax
deductions benefiting 2024.
Though entities in Senegal and DRC were loss-making in the period for tax purposes,
minimum income taxes and/or asset-based taxes were levied, as stipulated by law in these
jurisdictions. Congo Brazzaville, Ghana, Madagascar, Malawi, Tanzania and one entity in
South Africa are profitable for tax purposes and subject to corporate income tax thereon.
CONTRACTED REVENUE
The following table provides our total undiscounted contracted revenue by region as of
31 December 2024 for each year from 2025 to 2029, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2024 held
constant. Our contracted revenue calculation foreach year presented assumes:
– no escalation in fee rates;
– no increases in sites or tenancies other than our committed tenancies;
– our customers do not utilise any cancellation allowances set forth in their MLAs;
– our customers do not terminate MLAs prior their current term; and
– no automatic renewal.
Year ended 31 December 2024
(US$m) 2025 2026 2027 2028 2029
Middle East & North Africa 55.6 55.5 55.5 55.5 55.5
East & West Africa 300.0 259.0 245.6 238.9 235.8
Central & Southern Africa 361.1 322.0 287.6 270.8 214.8
Total 716.7 636.5 588.7 565.2 506.1
The following table provides our total undiscounted contracted revenue by key customers
asof31 December 2024 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 2024 held constant.
As at 31 December 2024, total contracted revenue was US$5.1 billion (2023:US$5.4billion),
ofwhich 99% is from multinational MNOs, with an average remaining life of 6.9 years
(2023:7.8years).
(US$m)
Total
committed
revenues
% of total
committed
revenues
Multinational MNOs 5,083.5 99.4%
Other 31.2 0.6%
Total 5,114.7 100.0%
Detailed financial review continued
58
Helios Towers plc Annual Report
and Financial Statements 2024
CASH FLOWS FROM OPERATIONS, INVESTING AND FINANCING ACTIVITIES
Cash generated from operations increased by 24.7% to US$397.2million
(2023:US$318.5million) driven by higher Adjusted EBITDA and movements in working
capital. Net cash used in investing activities was US$149.7million for the year ended
31 December 2024, down from US$195.8million in the prior year. The decrease was primarily
due to lower capital expenditure during the year. Net cash generated from financing activities
during the year was US$4.5 million, which primarily related to upsizing the bond issuance
aspart of refinancing.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents increased by US$54.4million year-on-year to US$161.0million
at31 December 2024 (2023: US$106.6million) as described above.
CAPITAL EXPENDITURE
The following table shows our capital expenditure additions by category during the year
ended 31 December:
2024 2023
US$m
% of total
capex US$m
% of total
capex
Acquisition 5.2 3.1% 20.2 10.0%
Growth 92.5 54.9% 112.5 55.4%
Upgrade 29.0 17. 2% 34.8 17.1%
Maintenance 35.8 21.2% 31.3 15.4%
Corporate 6.0 3.6% 4.2 2.1%
Total 168.5 100% 203.0 100.0%
TRADE AND OTHER RECEIVABLES
Trade and other receivables increased from US$297.2million at 31 December 2023 to
US$305.3million at 31 December 2024, primarily driven by organic growth and customer
billing profiles. Debtor days were broadly flat year on year up 2 days from 47days in 2023 to
49 days in 2024 (see Note 15 of the Group Financial Statements).
TRADE AND OTHER PAYABLES
Trade and other payables increased from US$301.7million at 31 December 2023 to
US$309.0million at 31 December 2024. The increase is primarily driven by an increase in
deferred income, as a result of the timing of customer billings. Creditor days increased by
5days year on year, from 23 days in 2023 to 28 days in 2024.
LOANS AND BORROWINGS
As of 31 December 2024 and 31 December 2023, the Group’s outstanding loans and
borrowings, excluding lease liabilities, were US$1,721.3million (net of issue costs)
andUS$1,650.3million respectively, and net leverage was 4.0x and 4.4x respectively.
Theyear-on-year change in the Group’s outstanding loans and borrowings reflects the
refinancing of the Group’s bond debt in the second half of 2024 which included the
repayment of Group term loans and certain operating subsidiary loans.
Further details of loans and borrowings are provided in Note 20 of the Group
FinancialStatements.
MANAGEMENT CASH FLOW
(US$m)
Year ended 31 December
2024 2023
Adjusted EBITDA 421.0 369.9
Less:
Maintenance and corporate capital additions (41.7) (35.5)
Payments of lease liabilities
1
(47.7) (45 .3)
Corporate taxes paid (33.2) (20.9)
Portfolio free cash flow
2
298.4 268.2
Cash conversion %
3
71% 73%
Net payment of interest
4
(136.4) (127.9)
Net change in working capital
5
(14.1) (47.1)
Recurring levered free cash flow
6
147.9 93.2
Discretionary capital additions
7
(126.7) ( 167.5)
Cash paid for exceptional and one-off items, and proceeds from
disposal of assets
8
(2.5) (6.8)
Free cash flow 18.7 (81.1)
Transactions with non-controlling interests – –
Net cash flow from financing activities
9
35.8 75.7
Net cash flow 54.5 (5.4)
Opening cash balance 106.6 119.6
Foreign exchange movement (0.1) (7.6)
Closing cash balance 161.0 106.6
1 Payment 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 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.
4 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Interest received’
inthe Consolidated Statement of Cash Flow, excluding interest payments on lease liabilities.
5 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.
6 Recurring levered free cash flows have 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.
7 Discretionary capital additions includes acquisition, growth and upgrade capital additions.
8 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.
9 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs, loan
drawdowns, loan issue costs, repayment of loan and capital contributions in the Consolidated Statement of Cash Flows.
Cash conversion has decreased slightly from 73% for the year ended 31 December 2023
to71% for the year ended 31 December 2024. This is driven by higher corporation tax paid,
higher maintenance and corporate capital additions inthe year.
Net change in working capital improved by US$33.0million year-on-year due to improved
collections from customers and timing of cash payments to suppliers.
The Group’s Consolidated Statement of Cash Flows is set out on page 127.
Detailed financial review continued
Strategic Report Financial StatementsGovernance Report
59
Helios Towers plc Annual Report
and Financial Statements 2024
60%
40%
Male
Female
6
4
Ethnically
diverse
background
Other
Governance
Report
61 Chair’s introduction
to the Governance Report
62 Compliance with 2018 UK
Corporate Governance Code
63 Board of Directors
66 Group Executive Committee
67 Governance framework
68 Board leadership and
Company purpose
70 Section 172(1) Statement
76 Division of responsibilities
78 Nomination Committee Report
81 Board diversity at a glance
83 Sustainability Committee Report
84 Technology Committee Report
85 Audit Committee Report
91 Directors’ Remuneration Report
110 Other Statutory Information
113 Statement of Directors’
responsibilities
BOARD COMPOSITION
PAGE 61
SECTION 172(1) STATEMENT
PAGES 70-72
DEI POLICY INITIATIVES
PAGES 78-79
BOARD DIVERSITY
PAGES 81-82
INTERNAL BOARD EVALUATION
PAGES 80-81
'VOICE OF THE EMPLOYEE'
PAGE 75
BOARD STRATEGY DAY
PAGE 75
DIRECTOR'S INDUCTION
PAGE 79
Governance highlights
Directors’ ethnicity
Gender of the Board
60
Helios Towers plc Annual Report
and Financial Statements 2024
60
Chair’s introduction to the Governance Report
Number of Board members
10
2023: 10
Women on the Board
40%
2023: 40%
Directors from ethnically
diverse backgrounds
40%
2023: 40%
Dear Shareholder,
I am pleased to present Helios Towers’
Governance Report for the year ended
31 December 2024.
Our Governance Report sets out our
governance framework, the operation of
the Board and its Committees, the Board’s
activities, Section 172(1) Statement, and the
Board’s engagement with stakeholders. Each
element of our governance structure enables
the Board to collaborate effectively with the
Executive Leadership Team (ELT) and other
colleagues across the Group, ensuring the
successful and continued implementation
of our Sustainable Business Strategy.
The Board and the ELT work closely
together to promote the long-term
sustainable success of the Company, setting
the tone from the top and ensuring that
the Company’s culture, purpose, values
and high standards of business conduct
are embedded across the Group.
The Board adopts a collaborative and
supportive role with the ELT, while
also providing appropriate challenge
on key strategic decisions.
of the results of materiality assessments
and reviews the appropriateness and
adequacy of non-financial disclosures by
the Company. The impact the Company
has on the environment is a particular
discussion topic, looking at factors such
as the work that is continuing in the
OpCos to reduce the Company’s carbon
footprint by minimising diesel consumption
and investing in renewable power.
BOARD COMPOSITION
In May 2024, we announced the appointment
of David Wassong as a Non-Independent
Non-Executive Director, replacing Helis
Zulijani-Boye as a shareholder-appointed
Director of Quantum Strategic Partners, Ltd.
Additionally in September 2024, Dana Tobak,
CBE joined the Board as an Independent
Non-Executive Director and Chair of the
Technology Committee, replacing Magnus
Mandersson.
The Company fully complies with the FCA
Listing Rules requirements and FTSE Women
Leaders Review recommendations relating
togender and ethnicity on the Board.
SUSTAINABLE BUSINESS STRATEGY
We are now over halfway through the
five-year Sustainable Business Strategy
that was developed in 2021. A three-
year strategy check-in discussion was
held at the Board meeting in December
2024. The Board remains committed and
fully focused on achieving the five-year
strategy set out in 2021, while recognising
the requirement to develop a strategy to
take the business forward beyond 2026.
I am pleased to report that initial planning
in respect of the post-2026 strategy is well
advanced, with the Board having been
briefed in December 2024 on the strategic
activity that took place during the year.
The Board has overall responsibility for
sustainability matters, with implementation
discussed by the Sustainability Committee.
Discussions include the drive and ambition
of the Sustainable Business Strategy,
stakeholder engagement on sustainability
matters, oversight of best practice and
ongoing awareness of sustainability
trends and regulatory developments. The
Sustainability Committee is also made aware
“ The Board and the Executive Leadership Team
work closely together to promote the long-term
sustainable success of the Company, setting
thetone from the top and ensuring that the
Company’s culture, purpose, values and high
standards of business conduct are embedded
across the Group.”
Sir Samuel Jonah KBE, OSG
Chair
Financial StatementsGovernance ReportStrategic Report
61
Helios Towers plc Annual Report
and Financial Statements 2024
Asexplained in our Nomination Committee
Report on pages 78-81, we have set out
oursenior management target to have a
minimum of 30% of our senior leadership
across the Group from ethnically diverse
backgrounds.
On behalf of the Board, I would like to
express my gratitude to both Helis and
Magnus for their valuable contribution to
thesuccess of the Company.
BOARD COMMITTEES
The Board remains fully committed to the
continuous improvement of the Company’s
governance processes and procedures.
Thereare five Committees of the Board:
Audit, Nomination, Remuneration,
Sustainability and Technology (as well as
theDisclosure Committee). Our governance
framework stating the purpose of each
Committee canbe found on page 67.
As Magnus Mandersson stepped down from
the Board at the conclusion of the Annual
General Meeting (AGM) in 2024, the first
meeting of the Technology Committee was
held in December 2024, following the
appointment of Dana Tobak inSeptember
2024. At that meeting, the Committee
discussed the objectives for 2025 and the
future direction of the Committee
inconjunction with Dana’s appointment and
the Company’s Sustainable Business
Strategy. Further information on the activities
of the Technology Committee can be found
on page 84.
BOARD TRAINING
During 2024, the whole Board received
training on the sustainability reporting
landscapes, transition planning, and the
related corporate governance implications.
Training was also provided on geopolitical
and corporate governance developments.
Further detail can be found on page 69.
BOARD VISITS
The Board is committed to engaging with
the Company’s key stakeholders and
obtaining experience of the OpCos. Board
members visited various OpCos during 2024,
including Tanzania, DRC, Congo Brazzaville,
Madagascar, Senegal and Oman. Engagement
meetings with key stakeholders were also held
in London and Dubai to discuss technology
developments of relevance to the Company.
All Board members are encouraged to travel
to our markets and liaise with colleagues in our
OpCos and in support of this, the Board will be
holding a Board meeting in DRC during 2025.
ANNUAL BOARD EVALUATION
We completed an internal evaluation of
theBoard and its Committees during 2024.
Iam pleased to confirm that the Board and its
Committees remain effective in their
performance and carrying out their duties.
We discuss the internal evaluation process,
outcomes and actions in more detail on
pages 80-81.
I look forward to continuing to work with
theBoard in supporting management
andcolleagues in 2025, and to meeting
shareholders at our AGM on 15 May 2025.
Sir Samuel Jonah KBE, OSG
Chair
COMPLIANCE WITH 2018 UK CORPORATE
GOVERNANCE CODE
The Board supports, and is committed to,
the Company’s compliance with the 2018
UK Corporate Governance Code (the Code),
which is available to view on the website of
the Financial Reporting Council (FRC) at
www.frc.org.uk. As at 31 December 2024,
the Board confirms that the Company has
applied the principles, and complied with
the provisions, set out in the Code. The
Corporate Governance Report together
with the Directors’ Report, Audit Committee
and Remuneration Committee Reports,
describe how theCompany has addressed
these requirements. The Board is working
towards applying the principles and
complying with the provisions of the 2024
UK Corporate Governance Code, details
ofwhich will be set out in the Company’s
2025 Annual Report and Financial
Statements.
The current composition of the Board
reflects the rights of the Company’s largest
shareholder, Quantum Strategic Partners
Ltd, to appoint a Director to the Board
under the Shareholders’ Agreement. Lath
Holdings Ltd’s right to appoint a Director
fell away in 2021 when its shareholding fell
below 10%. However, Temitope Lawani
(Lath’s Non-Executive Director) was invited
to stay on the Board. Further information
on the independence of Board members
and details of the Shareholders’ Agreement
can be found on page 77.
The following table shows where
shareholders can find information in this
report about the Company’s application of,
and compliance with, the principles and
provisions of the Code.
Board leadership and
Company purpose
Pages
A. Role of the Board 67
B. Purpose, values and culture 68
C. Resources and controls 38–43
D. Stakeholder engagement 73–74
E. Workforce policies and
practices
20–21
Division of responsibilities
F. Role of the Chair 76
G. Role Responsibilities 76
H. Time commitment and
conflicts of interest
77
I. Company Secretary 76
Composition, succession and evaluation
J. Board appointments,
succession planning
anddiversity
78-81
K. Board skills, experience,
knowledge and tenure
81–82
L. Annual Board evaluation 80–81
Audit, risk and internal control
M. External and internal audit 89–90
N. Fair, balanced and
understandable
88
O. Risk management and internal
control framework
88–89
Remuneration
P. Linking remuneration to
purpose, values and strategy
96–97
Q. Remuneration policy summary
1
95
R. Remuneration outcomes
forthefinancial year ended
31 December 2024
96–109
1 Full details of the Remuneration Policy, approved
atthe 2023 AGM, can be found on pages 113-122 of
the 2022 Annual Report and Financial Statements.
Chair’s introduction to the Governance Report continued
Sir Samuel Jonah attending the third annual ELT conference
in Dubai.
62
Helios Towers plc Annual Report
and Financial Statements 2024
Our Board
The Board has the
relevant depth and
variety of expertise and
experience to support
the business.
Board of Directors as at 31 December 2024
Key to Committees
Audit Committee
A
Nomination Committee
N
Remuneration Committee
R
Committee Chair
Sustainability Committee
S
Technology Committee
T
Manjit Dhillon
Group Chief
Financial Officer
Appointed to the Board
1 January 2021
Committees
S
 
T
 
Tom Greenwood
Group Chief
Executive Officer
Appointed to the Board
12 September 2019
Committees
S
 
T
 
Sir Samuel Jonah
KBE, OSG
Chair
Appointed to the Board
12 September 2019
Committees
N
 
R
 
Sir Samuel Jonah KBE, OSG has extensive
listed company experience, having served
on the boards of various public and
private companies including Vodafone
Group plc, Lonrho plc, the Global
Advisory Council of the Bank of America
Corporation and Standard Bank Group.
He has been Chair of Avanti Gold
Corporation since May 2024. He
previously worked for Ashanti Goldfields
and later became Executive President
of AngloGold Ashanti Limited.
He was born and educated in Ghana,
obtained a master’s degree in
Management from Imperial College
London and is a member of the
American Academy of Engineering.
External appointments
Avanti Gold Corporation, listed on the
Toronto and Frankfurt Stock Exchanges.
Nationality
Ghanaian
Tom Greenwood joined Helios Towers in
2010, during the Company’s formation,
and was appointed Group CEO in April
2022. He has held numerous positions
since joining, including two prior executive
positions (Group Chief Operating Officer
and Group Chief Financial Officer).
Tom has overseen many of the Company’s
key milestones, including all 15 major
merger and acquisition (M&A) transactions,
the inaugural 2017 bond and 2019
Initial Public Offering (IPO) listing, as
well as delivering record operational
performance for customers. Since 2020,
under Tom’s leadership the Company
has doubled its tower portfolio.
Tom joined Helios Towers from
PwC and is a qualified Chartered
Accountant of the Institute of Chartered
Accountants of England and Wales.
External appointments
None
Nationality
British
Manjit Dhillon joined Helios Towers in
2016. He was appointed Group CFO in
January 2021, having held the positions of
interim Group CFO and Head of Investor
Relations and Corporate Finance. Manjit
is also Executive Chair of Helios Towers
Oman, Head of the London Office, and has
the Investor Relations and Sustainability
functions reporting into him.
Manjit has overseen transactions including
capital raisings of c.US$5.0 billion,
substantially reducing the cost of capital,
and the acquisitions of multiple tower
portfolios across six new high-growth
markets. He also played a key role throughout
the successful IPO of Helios Towers on
the London Stock Exchange in 2019.
Prior to Helios Towers, Manjit has held
a number of positions in the financial
services sector, including with Deloitte,
Goldman Sachs and Lyceum Capital.
He is a qualified Chartered Accountant
of the Institute of Chartered
Accountants of England and Wales.
External appointments
None
Nationality
British
Financial StatementsGovernance ReportStrategic Report
63
Helios Towers plc Annual Report
and Financial Statements 2024
Richard Byrne was appointed to the Board
in September 2019, having previously
been a Director of Helios Towers, Ltd.
since December 2010. Richard co-founded
TowerCo in 2004, serving as the company’s
President and Chief Executive Officer.
Hewas a member of the board of directors
from its inception until his retirement
in December 2018. Before TowerCo,
hewas President of the tower division
of SpectraSite Communications, Inc.
Richard has also served as National
Director of Business Development at
Nextel Communications Inc. From 2008
to 2018, he served on the board of
directors of the Wireless Infrastructure
Association (WIA) in the US.
External appointments
None
Nationality
American
Alison Baker has more than 25 years of
experience in auditing, capital markets
and assurance services. She has worked
extensively in emerging markets,
including those in Africa. Until January
2017, Alison was a partner at PwC LLP
and, previously, a partner at EY LLP.
She is Senior Independent Director of
Rockhopper Exploration Plc and Endeavour
Mining Plc and is a Non-Executive
Director of Capstone Copper Corp.
She is a qualified Chartered Accountant
of the Institute of Chartered Accountants
of England and Wales, and gained a
Bachelor of Science in Mathematical
Sciences from Bath University.
External appointments
Rockhopper Exploration Plc, listed on the
London Stock Exchange; Endeavour Mining
Corp, listed on the Toronto and London Stock
Exchanges; Capstone Copper Corp, listed on
the Toronto Stock Exchange.
Nationality
British
Temitope Lawani was previously a
Director of Helios Towers, Ltd., serving
since February 2010. A Nigerian national,
he is co-founder and Managing Partner
of Helios Investment Partners (Helios), is
co-Chief Executive and Director of Helios
Fairfax Partners Corporation and has
more than 25 years of principal investment
experience. He is also Non-Executive
Director of Pershing Square Holdings Ltd.
Prior to forming Helios, Temitope was
a principal in the San Francisco and
London offices of TPG Capital, a global
private equity firm. Temitope began
his career as a corporate development
analyst at the Walt Disney Company.
He received a Bachelor of Science in Chemical
Engineering from the Massachusetts Institute
of Technology, a Juris Doctorate (cum laude)
from Harvard Law School and an MBA from
Harvard Business School.
External appointments
Pershing Square Holdings Ltd, listed on the
London Stock Exchange, and Helios Fairfax
Partners, listed on the Toronto Stock
Exchange.
Nationality
Nigerian
Sally Ashford joined the Helios Towers Board
in June 2020 as Non-Executive Director for
Workforce Engagement. Sally is currently
Group Human Resources (HR) Director at
Informa plc, a role she commenced in June
2021. Sally has over 30years’ experience in
the field of HR, including significant expertise
in reward, talent and business transformation.
In her early career, Sally worked in HR
research and consultancy before moving
in-house. She spent 15 years working in a
variety of HR roles in the telecommunications
industry at BT, O2 and Telefonica, including
as European HR Director and Deputy Global
HRDirector. In 2015, Sally joined RoyalMail
where she became Chief Human Resources
Officer in June 2018, a role she held until
February 2021.
She holds a Bachelor of Science degree in
Management Science from the University
ofManchester and a master’s degree in
Industrial Relations from the University
ofWarwick.
External appointments
Informa plc, listed on the London Stock
Exchange.
Nationality
British
Board of Directors as at 31 December 2024 continued
Richard Byrne
Independent
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
A
 
R
 
T
Sally Ashford
Independent Non-
Executive Director for
Workforce Engagement
Appointed to the Board
15 June 2020
Committees
N
 
R
 
S
Alison Baker
Senior Independent
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
A
 
R
Temitope Lawani
Non-Executive Director
Appointed to the Board
12 September 2019
Committees
N
 
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Helios Towers plc Annual Report
and Financial Statements 2024
Carole Wamuyu Wainaina is currently
SeniorAdvisor to the CEO at the Africa50
Infrastructure Fund. She joined Africa50 in
2017 as the COO. This followed her role as an
Assistant Secretary General at the United
Nations in the Department of Management.
Carole was previously Executive Vice
President and Chief HR Officer at Koninklijke
Philips N.V., and also spent 13 years with The
Coca-Cola Company. There, she held several
senior roles across Europe, Eurasia and Africa
and also worked as the Chief of Staff to the
Global Chairman and CEO.
She is Non-Executive Director for the
Equatorial Coca-Cola Bottling Company,
Non-Executive Board Member of Olam Food
Ingredients (ofi) and a Board Member of the
Mastercard Foundation.
Carole holds a Bachelor of Business degree
from the University of Southern Queensland
in Australia, majoring in Marketing, HR and
Organisational Development.
External appointments
Equatorial Coca-Cola Bottling Company;
ofi;Mastercard Foundation.
Nationality
Kenyan
David Wassong was reappointed as a
Director having previously been a Director
from September 2019 to March 2022. Prior
to the Company’s listing on the London
Stock Exchange, he had been a Director
of Helios Towers, Ltd. since January 2010.
He is a Partner at Newlight Partners LP,
an independent investment manager
formed in October 2018 when part of the
Strategic Investments Group of Soros Fund
Management LLC (SFM), spun out of SFM.
Previously, David was co-head of the
Strategic Investments Group and jointly
responsible for overseeing its investment
portfolios. Before SFM, David was Vice
President at Lauder Gaspar Ventures,
LLC. He started his career in finance
as an analyst and then as an associate
in the investment banking group of
Schroder Wertheim & Co., Inc.
David received an MBA from the Wharton
School at the University of Pennsylvania and
gained his Bachelor’s degree in Economics
from the University of Pennsylvania.
External appointments
None
Nationality
American
Dana Tobak CBE was appointed to
the Board in September 2024 as an
Independent Non-Executive Director and
Chair of the Technology Committee. Dana
is the Co-founder and CEO of Hyperoptic,
arole she has held since April 2010.
Dana is a fixed broadband industry pioneer
with over two decades’ experience of driving
innovation and change, and was awarded a
CBE for her services to the digital economy
in the New Year’s Honours list in 2018.
Previously, Dana was the Co-founder and
CEO of Be Unlimited (the first Internet
company to offer up to 24mb speeds in
the industry), and was a founder of Sapient
(now Publicis Sapient) in Europe, where she
was an integral member of the leadership
team, helping to grow and develop the
business in the UK and Germany.
Dana holds a Bachelor of Science degree in
Economics from the Massachusetts Institute
of Technology and a Master of Arts degree in
International Relations from Tufts University,
Fletcher School of Law and Diplomacy.
External appointments
Hyperoptic Ltd
Nationality
American/British
Board of Directors as at 31 December 2024 continued
DANA TOBAK, CBE
Independent
Non-Executive Director
Appointed to the Board
16 September 2024
Committees
T
DAVID WASSONG
Non-Executive Director
Appointed to the Board
9 May 2024
Committees
None
Carole Wamuyu
Wainaina
Independent
Non-Executive Director
Appointed to the Board
13 August 2020
Committees
A
 
N
 
S
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65
Helios Towers plc Annual Report
and Financial Statements 2024
Our Group Executive Committee
Group Executive Committee as at 10 March 2025
Tom Greenwood
Group Chief Executive Officer
Manjit Dhillon
Group Chief Financial Officer
Philippe Loridon
Coach and Special Projects
Director
Sainesh Vallabh
Group Chief Commercial Officer
Allan Fairbairn
Group Director of Delivery,
ITandBusiness Excellence
Gwakisa Stadi
Regional CEO – East Africa
Lara Coady
Group Director of Operations
andEngineering
Fatima Coninx
Interim Group Director of People,
Organisation and Development
Paul Barrett
General Counsel and Company
Secretary
Biographies of the ELT, including the Executive Committee (ExCo),
Regional Directors, Country Managing Directors and functional
specialists, can be found at heliostowers.com/who-we-are/leadership/
executive-leadership-team/
Fritz Dzeklo
Regional CEO – West, Central
&Southern Africa
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Helios Towers plc Annual Report
and Financial Statements 2024
Governance framework
The Company has a governance framework
that facilitates effective decision-
making and oversight by the Board
and its Committees. The framework is
commensurate with the highest standards
of corporate governance and integral to
the successful delivery of the Company’s
Sustainable Business Strategy.
The Board has a Schedule of Matters
Reserved for the Board, which was
reviewed and approved by the Board
in December 2024, and has delegated
responsibility for certain matters to each
of the Committees of the Board.
Each Committee has terms of reference
setting out roles and responsibilities, which
were reviewed, updated as necessary,
and approved by each Committee
and the Board in December 2024.
Responsible for
monitoring the integrity
of financial and narrative
reporting, and reviewing
the effectiveness of the
Group’s internal controls,
risk management
systems and internal
and external auditors.
Responsible for the identification and
disclosure of inside information.
Responsible for the day-to-day operations and management
oftheGroup and the implementation of the Group’s strategy.
Responsible for
assisting the Board
in discharging its
responsibilities relating
to the size, structure
and composition of
the Board and its
Committees. The
Nomination Committee
also ensures a balance
of skills, knowledge
and experience of
both the Board and
senior executives
and assists the Board
on matters such as
diversity and inclusion,
succession planning,
conflicts of interest
and independence.
Responsible for
establishing the
Company’s remuneration
policy and making
recommendations
to the Board on the
remuneration of the
Chair, Executive and
Non-Executive Directors
and senior management.
Responsible for
overseeing the
implementation of the
Sustainable Business
Strategy, monitoring the
Group’s engagement
with stakeholders and
providing oversight
of best practice
and regulatory
developments in
corporate sustainability.
Responsible for
monitoring and
evaluating current
and future trends
in technology, the
impact of technology
developments on the
Company, and the
identification and
management of key
technology risks.
Schedule of Matters Reserved for the
Board and Committee terms of reference
can be found at heliostowers.com/
investors/corporate-governance/
documents/
ROLES AND RESPONSIBILITIES
OF BOARD MEMBERS
CAN BE FOUND ON PAGE 76
AUDIT
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
SUSTAINABILITY
COMMITTEE
TECHNOLOGY
COMMITTEE
Board
Board Committees
DISCLOSURE COMMITTEE EXECUTIVE COMMITTEE
The Board is responsible for the long-term sustainable success of the Company, ensuring
leadership through effective oversight and setting the strategic direction for the Group. It sets
the Group’s purpose, values and culture, promotes the highest standards of corporate
governance and oversees the implementation of appropriate risk management systems and
internal controls to identify, manage and mitigate the Group’s principal risk and uncertainties.
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Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose
THE COMPANY’S PURPOSE, VALUES AND CULTURE
The Board is committed to driving the long-term success of the Company in alignment with its Sustainable Business Strategy and regulatory and corporate governance requirements. Itestablishes
the Company’s culture, purpose and values, which are embedded throughout the Group and regularly discussed by the Board. By setting the tone from the top, the Board fosters the ‘One Team,
OneBusiness’ ethos, actively promoted by the ExCo and embraced across the wider Group. To engage colleagues in achieving the Company’s strategic goals, the Board supports management
inhosting strategy workshops. This collaborative approach in conjunction with a culture of continuous improvement, enables colleagues to grow and develop their careers within the Group.
In collaboration with the Board, the Executive Directors ensure that the Group’s operations are aligned with its objectives, supported by effective risk management and internal controls.
Theday-to-day management of the Company is entrusted to the experienced ExCo, which is dedicated to driving and implementing the Group’s strategy. The ExCo, including the Executive
Directors, holds regular meetings to discuss operational matters, escalating significant issues to the Board as required and in a timely manner. This structure ensures the effective management
andcontinued strategic progress of the Group.
Board activities
The following provides a summary of the principal matters considered and standing items addressed by the Board during the year. The Company’s Section 172(1) Statement follows
on pages70-72.
The following reports form part of the standing items at each Board meeting:
– Group CEO Report (covering SHEQ, strategy, people, operational performance, sales, business
development and property);
– Group CFO Report (covering the Sustainable Business Strategy, finance and investor relations);
– Legal and Company Secretarial reports from the General Counsel and Company Secretary
(covering topics such as litigation approvals, AGM planning and arrangements,
regulatoryupdates, Group insurance approvals and Board training); and
– reports and updates from the Chairs of the Audit, Nomination, Remuneration, Sustainability
andTechnology Committees.
Matters Discussion topics Outcomes
STRATEGY, BUSINESS
DEVELOPMENT, OPERATIONAL
PERFORMANCE AND PROPERTY
READ MORE
PAGES 01-51
Discussed matters in depth such as:
– the Sustainable Business Strategy;
– business excellence;
– OpCo operations and performance;
– sales and marketing;
– investor relations;
– business development; and
– updates on lease renewals, new sites andpermits,
andestate management from across theGroup.
Held an in-depth session discussing the first three years
of the five-year Sustainable Business Strategy.
Engaging colleagues through workshops, town halls, strategy days and development opportunities.
Ongoing delivery against Company's four must-win battles and 2024 critical projects, aswell as
significant developments in respect to tower design.
Ongoing discussions in relation to the Sustainable Business Strategy and future strategic development.
Continued improvements in power-up time, reduced fuel consumption and rationalisation of the tower
site security strategy.
Enhanced customer engagement leading to record tenancy delivery in 2024 representing the
Company’s best year for tenancy additions.
CLIMATE AND SUSTAINABILITY
READ MORE
PAGES 01-51
Discussed the following matters in depth:
– carbon targets;
– Transition Plan Taskforce recommendations; and
– reporting regulations and best practice.
Considered the Company’s compliance with TCFD requirements, and transition plan frameworks,
withaview toenhancing internal procedures to manage climate risk and progression to full alignment
with sustainability reporting requirements.
Considered the next steps towards compliance with climate-related and transition plan disclosure
frameworks following a presentation to the Board.
The 2030 Carbon target was updated in 2024 to reflect the addition of the four new markets.
Furtherdetail can be found on page 17.
Key
Consequences of long-term decisions
Employee Interests
Fostering business relationships with
suppliers, customers and others
Impact on community and environment
Maintaining high standards of business
conduct
Fair treatment of Company members
Key to stakeholders
 Customers   Our people
andpartners
  Communities,
economies and
the environment
 Investors
68
Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose continued
Matters Discussion topics Outcomes
FINANCING AND CAPITAL
MARKETS
READ MORE
PAGES 34-36
Reviewed and approved:
– Group performance on a quarterly, half-year
and full-year basis;
– FY24 budget;
– tax and treasury activity; and
– investor relations engagement activities and share
price performance.
Discussed in-depth:
– TCFD disclosures; and
– bond refinancing.
The Company’s bond refinancing resulted in the successful offering of US$850million withonly
a 10bps (basis points) change in the cost of debt and the extension of the Company's average
debt maturity by two years, extending the average remaining life tofive years.
Throughout the year, the Investor Relations team engaged with institutional investors through
various events. These included five non-deal roadshows, 11 conferences, nine fireside chats, and over 110
ad hoc investor meetings, some of which took place as OpCo site visits. For more details, please refer to
page74.
SAFETY, HEALTH, ENVIRONMENT
AND QUALITY (SHEQ)
READ MORE
PAGES 22-25
Discussed health and safety matters in depth.
Received updates on:
– SHEQ activities and training; and
– OpCo specific incidents.
Continued to deliver world-class safety and quality standards, which has aided the delivery
of record tenancy rollout.
Continued engagement with partners and stakeholders to drive and share best practice in relation
tohealth andsafety.
Ongoing digitalisation of SHEQ processes including virtual supervision and enhanced reporting
platform, which has driven partner engagement.
PEOPLE DEVELOPMENT,
ENGAGEMENT, CULTURE
ANDSUCCESSION PLANNING
READ MORE
PAGES 20-21
Discussed in depth:
– 2024 Employee Engagement Survey;
– 'Voice of the Employee' workshops;
– succession planning; and
– 2024 internal Board evaluation.
Received updates on:
– employee engagement;
– developing talent;
– colleague development;
– culture;
– DEI initiatives; and
– CEO Commendation Award.
Engagement with employees through Board and individual Director visits to the OpCos, including
Tanzania, DRC, Congo Brazzaville, Madagascar, Senegal and Oman during 2024.
The Non-Executive Director for Workforce Engagement (Sally Ashford) met with thelocalteams
in DRC, Congo Brazzaville and Tanzania and made recommendations to enhancebest practice
and collaborative working.
Leadership training has contributed to the development of a pipeline of leaders across theGroup.
Involvement by the whole Board in Group-wide engagement on the Company’s commitment to DEI.
Enhancements to talent acquisition process to create a more inclusive culture.
Various initiatives to develop and empower women including mentoring, targeted development
andthe introduction of the women in leadership programme.
Introduction of the new AAA management programme.
Continued focus on the leadership pipeline to drive the cultural landscape through performance
andpeopledevelopment.
Continued commitment to fostering a diverse, inclusive, and engaged workforce by ensuring all
employees feels valued, empowered, and supported through a culture of continuous learning.
DIRECTOR TRAINING
Directors received training on matters including:
– sustainability reporting frameworks;
– geopolitical developments; and
– corporate governance updates.
All Directors remain aware of their duties as Directors of the Company and best practice inrelation
toapplicable corporate governance frameworks.
Directors were also kept informed of UK corporate governance reforms.
Financial StatementsGovernance ReportStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose continued
SECTION 172(1) STATEMENT
In accordance with Section 172(1) of the Companies Act 2006 (the 2006 Act), the Directors of the Company confirm that they have, both collectively and individually, acted in good faith and in
a way that promotes the success of the Company for the benefit of its members as a whole. The Board’s decisions taken in 2024 reflect the Company’s commitment to all stakeholders, including
shareholders, investors, employees, customers, partners and suppliers, and the impact of its operations on communities and the environment. The Board is supported in its decision-making
through information provided both formally and informally by the Executive Directors and the ExCo, in Board papers and through updates regarding stakeholder engagement activities and
training. The Chair ensures there is appropriate time in Board meetings to consider all the matters and request clarification or assurance from the Executive Directors and/or the ExCo. The
Company Secretary is also present at each Board meeting and ensures sufficient consideration is given to s172(1) factors and the views of stakeholders.
Throughout the year, the Board carefully considered the impact of each of its decisions, including in relation to the Company’s Sustainable Business Strategy, itsrole in enabling digital
connectivity, and responsibility to operate in an environmentally and socially responsible manner. In 2024, the Company continued to progress its strategic objectives, guided by the principles of
Section 172(1) and its commitment to sustainable development. The Board remains dedicated to making decisions that benefit its stakeholders and contribute to a connected, sustainable future
across its markets.
The Company’s engagement with stakeholders and the ways in which they influence the operation of the business model and delivery of the Company’s strategy are explained throughout the
Strategic Report on pages 01-51. The table below and the stakeholder engagement information, which follows on pages 73-74, comprise the Company’s Section 172(1) Statement, setting out how
the Board has had regard to the matters set out in (a) to (f) of s172(1) in its decision-making.
Section 172(1) factors Key considerations Outcomes
1. PROMOTING LONG-
TERM SUCCESS
ANDSUSTAINABLE
GROWTH
– The Board remains dedicated to supporting connectivity and driving the growth of
mobileconnections across the Company’s markets, through its investment in resilient
infrastructure. In 2024, the Board considered investments in expanding the Company’s
tower network, improving operational efficiencies and advancing technology. These
initiatives enhance the Company’s service to its customers, while ensuring long-term
financial growth and resilience for the Company’s shareholders.
– The Board considered the evolution of the Sustainable Business Strategy, including
receiving an update on the future market outlook, scenario planning, key strategic
themesand initiatives.
– The Board discussed the focus by the Operations and Engineering teams in relation
to power revenue, improved site efficiency, optimised service costs, and reduced
theft losses.
The Board, through the Sustainability Committee:
– considered the Company’s compliance with sustainability reporting frameworks
andrelated disclosure requirements, with a view to enhancing internal procedures
tomanage climate risk and progression to full alignment with TCFD requirements;
– considered the next steps towards compliance with climate-related and transition
plandisclosure frameworks; and
– considered the 2025 priorities in relation to climate, community supplier labour
standards and reporting requirements.
– The Board was informed of the progress made in the downtime per tower per week
performance across the OpCos as part of the Group CEO Report (a standing item at all
Board meetings), the continued roll-out of RMS and the launch of a Technical
Community platform to support the One Team, One Business ethos.
– The Board considered the Company’s site security strategy, which includes the
adoption of the five pillars of lead, understand, protect, respond and develop, and
the use of technology to protect and detect concerns on site, including theft incidents.
– Progress against the Sustainable Business Strategy by the Group during
2024 is explained in the Strategic Report on pages 01-51.
– Operations and Engineering team delivered technical training sessions and
established physical training centres for Maintenance Partners, record power
uptime of 99.99% across nine OpCos, fuel consumption reductions in DRC,
79% of sites installed with RMS, with an average connectivity of 95%,
and the launch of the technical community.
– The continued installation of RMS at sites across the Group improves the
visibility of the running of each site and supports the Company in driving
efficiencies, additional revenue and meeting sustainable business targets.
– Training centres have been established within OpCos, with locations across
warehouses and Maintenance Partners’ offices to provide functional
classroom areas for ‘hands-on’ training.
– Work carried out with key strategic suppliers to improve training material
andcontent.
– Development of training material with the Company’s critical equipment
suppliers of rectifiers, generators and batteries, as well as work with key
strategic suppliers to improve training material and comfort.
– The establishment of a security working group to share best practices,
successes and lessons learned in combating theft issues, and alignment
with Group provisions relating to security migration, based on the site
security strategy have been implemented for each OpCo.
70
Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose continued
Section 172(1) factors Key considerations Outcomes
2. FOCUSING ON
EMPLOYEE
WELL-BEING,
CULTURE AND
DEVELOPMENT
– The Board recognises that the Company’s employees are crucial to its success,
andtheirwell-being and career growth remain key priorities.
– The Board considered the Company’s succession planning programme in detail,
withafocus on the development of women across the Group.
– Through the Nomination Committee, the Non-Executive Director for Workforce
Engagement, Sally Ashford, visited DRC and Congo Brazzaville and Tanzania in 2024,
undertaking a number of meetings with the local teams to understand their views,
concernsand challenges.
– The Board considered the results of the Company’s Engagement Survey conducted
in2024.
– The Board was presented with an update on diversity, equity and inclusion (DEI)
activities, including well-being initiatives, carried out during 2024, following the
Board’s approval of the updated DEI Policy in 2023.
– A focus on Board and senior management succession planning continued during the
year,with presentations to the Board by the Group Director of People, Organisation
andDevelopment.
– The Company fosters a culture of inclusivity and continuous improvement,
ensuringthat every team member feels valued and empowered to contribute
toourcollective success.
– The Company received 100% employee participation in the 2024 Employee
Engagement survey and was presented with the ‘Outstanding Workplace
Award’ by People Insights for the second time.
– An emphasis on the development of female talent across the Group and
thefostering of a more inclusive environment where women can thrive
andadvance to leadership positions continued during 2024. Details are
provided on pages 20-21.
– Colleagues have been involved in the HT Women’s Mentoring Circle for
asecond year, which has been instrumental in empowering, equipping,
upskilling and instilling confidence in participants wishing to move to
broader or leadership roles within the business.
– The Board has supported the business to mark important events such as
International Women’s Day, International Men’s Day, and key cultural and
religious events, to honour the Company's diverse workforce.
– Strategic, long-term projects and partnerships have been developed
during 2024 to support the communities in which the Company operates,
as outlined on page 15.
– In 2024, employee training programmes were enhanced, emphasizing
technical skills and leadership development. Health and safety standards
continued to be strengthened, and employee feedback channels
were expanded to ensure a continuously supportive and inclusive
work environment.
– The Technical Community platform connects colleagues, Maintenance
Partners and empowers teams, provides a sense of achievement and
belonging, encourages sharing of learnings, access to correct information
andpromotes the Company’s health and safety culture.
3. BUILDING STRONG
CUSTOMER,
PARTNER AND
SUPPLIER
RELATIONSHIPS
– The Company values its partners, including telecommunications operators, service
providers, and suppliers across its markets. Open lines of communication are
maintained, ensuring that feedback from partners forms part of the Board’s strategic
decision-making.
– The Board considered the SHEQ strategy and performance against its KPIs, in respect
of training, protecting people, customers and communities and the culture of safety,
and the key SHEQ challenges relating to culture, outsourcing, planning and resourcing,
and training and development.
– The Board was updated on the Company’s involvement in stakeholder engagement
from anindustry specific, operational and financial perspective.
– The Board considered the stakeholder engagement roadmap in conjunction with the
Sustainable Business Strategy, and the key regulatory risks and opportunities across
theCompany’s markets.
– The Board was presented with the key customer strategies, focus areas and
engagement outcomes, including ‘Voice of the Customer’ feedback.
– The Board considered the 2024 priorities in respect of new product development for
DigitalNetwork Solutions.
– The Board was able to contribute to the Company’s stakeholder engagement
strategy for each market, to influence how they contribute to build relationships
with external parties.
– The SHEQ strategy continued during the year, by continuing to ingrain a
culture of safety through the safety influencer community, virtual supervision
through the SHEQ digitalisation framework, increasing ServiceNow reporting
engagement across the OpCos and the implementation of a safety
dispensation framework to encourage a reporting and learning culture.
– The Company continued to promote fair and transparent supplier
relationships in 2024, aligning with best practices in responsible sourcing
andoperational efficiency.
– During 2024, there has been greater regulatory and general stakeholder
engagement as a result of the development of stakeholder road maps,
leading to the development and more proactive measures of dealing with
regulatory matters.
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Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose continued
Section 172(1) factors Key considerations Outcomes
4. COMMITMENT
TO SOCIAL AND
ENVIRONMENTAL
RESPONSIBILITY
– As part of the Company’s mission to bring sustainable infrastructure to the
communities itserves, several key sustainability initiatives were discussed in-depth
bythe Sustainability Committee and the Board.
– As explained in the Strategic Report on pages 01-51, sustainability
initiatives advanced during the year including the expansion of the use of
renewable energy sources, optimisation of site design for energy efficiency
and active participation in community development programmes.
– As noted on page 13, the Company aims to adhere to the UN Sustainable
Development Goals, particularly in areas of digital inclusion and
environmental stewardship.
– The Company is committed to promoting digital inclusion by leveraging the
infrastructure-sharing model to provide cost-effective and sustainable
mobile connectivity, thereby aiding the transformation of lives and
economies across Africa and the Middle East.
– The Board as a whole participated in sustainability training in October 2024
to enhance Directors’ understanding of the sustainability regulatory
landscape and the corporate governance framework. More details of this
can be found on page 69.
5. UPHOLDING HIGH
STANDARDS OF
INTEGRITY AND
CORPORATE
GOVERNANCE
– The Board liaises with senior management to ensure the Company continues its
commitment to maintaining high ethical standards across all aspects of the business.
– TheBoard, in conjunction with the Audit Committee and the Nomination Committee
respectively, held in-depth discussions on the requirements arising from the UK
Corporate Governance Reforms and the 2024 internal Board evaluation process
and outcomes.
– As noted on page 62, the Company is working towards the application of
the principals, and compliance with the provisions, of the 2024 UK
Corporate Governance Code.
– We adhere to the highest international safety standards, with all nine
OpCos certified under ISO 9001, ISO 14001, and ISO 45001, and 16 of our 17
maintenance partners achieving ISO 45001 certification in 2024.
Additionally, we maintained our ISO 37001 certification for anti-bribery
management, and retained ISO 27001 and Cyber Essentials Plus
certifications for information security.
– The Company’s compliance policies were reviewed and enhanced where
required during 2024, further ensuring transparency and accountability.
– An internal Board evaluation, as described on pages 80-81, was conducted
to review Board and committee effectiveness and ensure that the current
rigorous standards of integrity continue to be upheld by the Board and its
Committees.
6. FAIR
TREATMENT OF
SHAREHOLDERS
AND
TRANSPARENT
COMMUNICATION
– The Board is committed to treating all shareholders fairly and ensuring that their views
areconsidered in Board decision-making.
– The Board discussed the Company’s investor relations strategy, which included regular
updates and feedback from engagement sessions providing shareholders with a clear
understanding of the Company’s performance and strategic direction. This approach
fosters a transparent and inclusive relationship with shareholders, allowing for informed
decision-making.
– The Board considered the share price performance and bond trading during 2024,
andkeyactivities carried out by management to support equity and debt demand.
– The investor relations activities during the year included meetings with
institutions, hosting non-deal roadshows, attending investor conferences,
fireside chats and webcast presentations and Q&As covering the
Company’s financial results, as described on page 74.
– The Company undertook a successful bond offering in May 2024, raising
US$850million through the issuance of 7.5% Senior Notes due 2029.
72
Helios Towers plc Annual Report
and Financial Statements 2024
STAKEHOLDER ENGAGEMENT
Stakeholder engagement is integral to the Board’s discussions and decision-making processes. The Board regularly discusses stakeholder engagement, which is primarily led by the Executive
Directors, ExCo members, and OpCo senior management. The Board also receives reports from the Executive Directors and ExCo members on stakeholder engagement activities, outcomes,
andany potential concerns or insights, for its consideration.
The Board continuously evaluates engagement methods to ensure their effectiveness, liaising with the Executive Directors, ExCo members and OpCo senior management as appropriate.
Thetable below outlines how the Board engages with stakeholders and the reports received by the Board at each meeting. Additional details on the Company’s stakeholders canbefound
onpage 5.
Key to stakeholders
 Customers
  Our people
and partners
 Investors
  Communities, economies
and the environment
Stakeholders How the Board seeks to engage Reporting to the Board
WORKFORCE – The Executive Directors regularly run town hall meetings, engaging
with the wider workforce, providing updates and answering questions
on the Company’s Sustainable Business Strategy, financial
performance and Group diversity initiatives.
– Board members carry out OpCo visits each year to meet senior
management and the wider workforce.
– Sally Ashford, Non-Executive Director for Workforce Engagement,
and the Group Director of People, Organisation and Development,
regularly hold ‘Voice of the Employee’ sessions with colleagues across
the Group.
– Presentation of the results of the 2024 Employee Engagement Survey.
– Reports on the discussions, outputs and actions from the ‘Voice of the Employee’ sessions.
– Updates on employee matters including DEI initiatives, succession planning and learning
anddevelopment from the Group Director of People, Organisation and Development.
CUSTOMERS
– Engagement with customers is carried out through the ExCo
andteams in the OpCos.
– Reports from management to the Board on activities carried out with the Group’s customers.
– 'Voice of the Customer' activities and outcomes are reported to the Board by management.
PARTNERS
– Engagement with partners is carried out through the ExCo
andteamsin the OpCos.
– Engagement by the Board with partners during the visit to Tanzania.
– Reports from management to the Board on activities carried out with the Group’spartners.
– Information relating to partner conferences, training and collaboration is reported tothe
Board by management.
COMMUNITY
– Engagement with communities is carried out through the ExCo
andteams in the OpCos.
– Information from management relating to work that is carried out by the OpCos
on the ground to support local communities.
– Details of the strategic community investment programme are reported to the
Sustainability Committee, and subsequently the Board, onaregular basis.
LOCAL GOVERNMENT/
REGULATORS
– Governments and regulators issue operating licences and impose
regulatory measures with cost implications for the Group. We engage
with these stakeholders in a way that builds trust and ethically
influences our policy positions.
– Engagement is carried out through the ELT, teams in the OpCos,
andindustry groups and trade associations, which can support the
Company’s public policy priorities and provide industry insights
and expertise.
– Updates on public and regulatory affairs, including notable engagements with
governments and regulators, are reported to the Board by the Group General Counsel
and Company Secretary.
Board leadership and Company purpose continued
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73
Helios Towers plc Annual Report
and Financial Statements 2024
Investor relations activities during the year
Board leadership and Company purpose continued
Q1 Q2 Q3 Q4
Meetings with institutional investors:
– hosted three non-deal roadshows;
– participated in three investor conferences;
– took part in one Group analyst meeting;
and
– held ad hoc meetings on request.
Meetings with institutional investors:
– participated in three investor conferences;
– took part in four fireside chats; and
– held ad hoc meetings on request.
Meetings with institutional investors:
– hosted one non-deal roadshow;
– participated in four investor conferences;
– took part in two fireside chats; and
– held ad hoc meetings on request.
Meetings with institutional investors:
– hosted one non-deal roadshow;
– participated in one investor conference;
– took part in two fireside chats; and
– held ad hoc meetings on request.
Met with 109 institutions
across 82 investor meetings
Met with 111 institutions
across 58 investor meetings
Met with 123 institutions
across 67 investor meetings
Met with 63 institutions
across 42 investor meetings
Webcast presentations and Q&As
forfull-year results
Webcast presentations and Q&As
forQ1results
Annual General Meeting
Webcast presentations and Q&As
forH1results
Webcast presentations and Q&As
forQ3results
Stakeholders How the Board seeks to engage Reporting to the Board
CLIMATE/ENVIRONMENT – Engagement is carried out by the Sustainability team in conjunction
with the OpCos.
– Engagement is carried out by the Sustainability team to address
climate-related risks and align with ESG expectations.
– The Chair of the Sustainability Committee, Carole Wainaina, reports to the Board on
thecommittee’s activities and discussions in relation to trends and regulatory developments
on corporate sustainability.
– Working closely with regulators and local governments to promote the adoption of
renewable energy solutions for telecommunication infrastructure.
INVESTORS
– All Directors, including the Chair, Senior Independent Director and
Committee Chairs, are available to answer shareholders’ questions at
the AGM and on any significant matters during the year. They are also
available year-round for meetings with investors.
– Direct engagement with the Company’s institutional investors is
carried out on a day-to-day basis by the Investor Relations team,
withDirectors engaging as and when appropriate.
– The Executive Directors and the Head of Investor Relations regularly report to the Board
onthe outcomes of investor engagement activities carried out throughout the year.
Theseincluded formal roadshows, conferences, meetings, calls, quarterly results
presentations and Q&A sessions.
– Investor Relations is a standing item at all Board meetings including the Group CFO Report.
74
Helios Towers plc Annual Report
and Financial Statements 2024
Board leadership and Company purpose continued
ANNUAL GENERAL MEETING
The 2024 AGM was held at 10.00 a.m.
onThursday 25 April 2024 at Linklaters,
OneSilkStreet, London EC2Y 8HQ
asanopen meeting, and shareholders were
encouraged toattend and vote in person.
Allresolutions were passed on a poll by the
requisite majority. The results of the 2024
AGM can be found at heliostowers.com/
investors/shareholder-centre/general-
meetings/
The 2025 AGM will be held at 10.00 a.m.
onThursday 15 May 2025 at Linklaters,
OneSilkStreet, London, EC2Y 8HQ
asanopen meeting, and shareholders are
encouraged to attend and vote in person.
TheNotice of AGM (theNotice) will set out
the resolutions to be proposed at the AGM,
together with an explanation of each
resolution, and will be sent to all shareholders
as a separate document. The Notice will be
made available at heliostowers.com/
investors/shareholder-centre/general-
meetings/
TAX STRATEGY FRAMEWORK
The Group is committed to complying
withitsstatutory obligations in relation to
thepayment of tax, including full disclosure
ofall relevant facts to the appropriate tax
authorities. While the Board has ultimate
responsibility for the Group’s tax strategy,
theday-to-day management rests with the
Group CFO and the Group Head of Tax,
whoreports directly to the Group CFO.
Furtherinformation on the Group’s tax
strategy is available on the Company’s
website at heliostowers.com/investors/
corporate-governance/policies/
RISK MANAGEMENT
ANDINTERNALCONTROL
The Board has overall responsibility for
theGroup’s risk management and internal
controls, and has delegated responsibility
forthese duties to the Audit Committee.
Theseduties include setting the risk strategy,
risk appetite and monitoring risk exposure
consistent with the Company’s strategic
priorities. The Audit Committee regularly
reviews the Group’s risk management
framework and established Group-wide
system of risk management and internal
controls, enabling management to evaluate
and manage the Group’s emerging and
principal risks and uncertainties. Regular
reporting by the Audit Committee to the
Board on all these matters ensures the Board
is able to consider the effectiveness of the
risk management and internal control system,
including material financial, operational and
compliance (including climate) risks and
controls and the appropriate mitigating steps.
The Board confirms that throughout 2024,
and up to the date of approval of this Annual
Report and Financial Statements, there have
been rigorous processes in place to identify,
evaluate and manage the emerging and
principal risks faced by the Group.
The Risk Management report can be found
on page 38, and the Audit Committee Report
on pages 85-90.
‘VOICE OF THE EMPLOYEE’
A key initiative supporting the Board’s
commitment to employee engagement
isthe ‘Voice of the Employee’ (VoE)
sessions. As the designated Director for
Employee Engagement, Sally Ashford
leads this programme by directly
engaging and gathering feedback from
colleagues, through a variety of informal
channels, ranging from one-on-one
conversations to wider forums. Sally
alsoreviews metrics such as employee
surveys and health and safety data,
tobuild a holistic view of our culture,
behaviours and values.
VoE sessions were held in DRC, Congo
Brazzaville andTanzania in 2024, in each
case with the local Managing Director,
Heads of Department and colleagues.
The discussions, outcomes and issues
raised at the VoE sessions are reported
by Sallyto the Board.
In addition, the ExCo actively participate
in on-site visits, forums, and open
discussions across our OpCos, fostering
a culture where employees feel heard
and valued. The Board and ExCo visits
and open communication have
reinforced trust and collaboration among
colleagues, resulting in exceptionally
high engagement scores across our
OpCos in the 2024 Employee
Engagement Survey. Further detail
canbe found in the Impact Report on
pages 20-21.
BOARD STRATEGY DAY
The Board Strategy Day held in December
2024 was an integral milestone in the
evolution of the Company’s strategy
beyond 2026. Presentations were given by
senior management, leading to in-depth
discussions, and encompassed interactive
sessions that gave Directors a thorough
understanding of the Company’s strategic
initiatives and future outlook.
The event began with opening remarks by
the Chair, followed by a strategic update
covering the current strategy, future
outlook and themes. This session
emphasized the need for continuous
adaptation and innovation, with further
presentations providing a macroeconomic
context and insights into global market
trends in the TowerCo industry.
A session on the role of AI highlighted its
importance in driving innovation and
efficiency. Interactive breakout sessions
were also held where Directors discussed
specific strategic initiatives.
The day concluded with a wrap-up session
led by the Group CEO, summarizing key
takeaways and outlining next steps.
In summary, the Board Strategy Day
provided Directors with an initial view of
the Company’s evolving strategy, whilst
also allowing them to provide valuable
input and insight to support the
development of the Company’s long-
term strategic vision.
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75
Helios Towers plc Annual Report
and Financial Statements 2024
Division of responsibilities
The Board is made up of a suitable
combination of Executive and Non-
Executive Directors, as noted on pages
63-65, with the roles of Chair and Group
Chief Executive Officer exercised by
separate individuals and the role of Senior
Independent Director held by Alison Baker,
an Independent Non-Executive Director.
The distinct roles and responsibilities of all
Board members are clearly defined and
set out in writing, and were reviewed and
approved by the Board in December 2024.
The Chair leads the Board and is
responsible for its overall effectiveness.
He ensures the Board is forward thinking
and has an emphasis on strategy,
performance, value, culture, stakeholders
and accountability. He promotes a culture
of openness and debate, and fosters
relationships between the Non-Executive
Directors and the ExCo. The Chair ensures
the Board determines the nature and
extent of significant risks that the Company
is willing to accept. He also ensures
effective communication and engagement
by the Group with its stakeholders.
Group Chief Executive Officer (Group CEO):
The Group CEO manages the Group on a
day-to-day basis and develops and proposes
Group strategy, annual budgets, business
plans and commercial objectives to the
Board. He leads and monitors the ExCo in
theday-to-day management of the Group.
He also identifies and executes acquisitions
and disposals, examines all business
investments and major capital expenditure
proposed by the Group, and makes
recommendations to the Board.
Group Chief Financial Officer (Group CFO):
The Group CFO develops and executes the
Group strategy along with the ExCo, and
develops and leads the Finance function.
Healso develops and maintains systems of
internal financial control and manages the
organic and inorganic growth of the Group.
He engages with the global investor and
analyst communities and manages the
Company’s capital resources to enable
expansion and M&A. The Investor Relations
and Sustainability functions allreport into
theGroup CFO.
The Senior Independent Director (SID)
actsas a sounding board for the Chair and
serves as an intermediary for the other
Directors. The SID leads the process for
evaluating the performance of the Chair,
meets with the Non-Executive Directors
without the Chair present and acts as an
additional contact for shareholders.
Division of Responsibilities Statement:
heliostowers.com/investors/corporate-
governance/documents/
Biographies of the ExCo:
heliostowers.com/who-we-are/
leadership/executive-leadership-team/
BOARD BIOGRAPHIES
PAGES 63-65
The Non-Executive Directors provide
independent views, judgement,
constructive challenge and specialist
advice at Board and Committee
meetings, and to the ExCo. They oversee
the delivery, and scrutinise the
achievement, of the Group’s strategy
and satisfy themselves of the integrity of
financial information, and the robustness
of internal controls and risk management
systems. The Non-Executive Director for
Workforce Engagement engages with
employees across the Group, holding
‘Voice of the Employee’ sessions and
providing feedback to the Board.
The Company Secretary provides advice
and support in relation to legal and
corporate governance matters to the
Board, its Committees, and to the Chair
and Directors individually. He ensures
the Board has access to Board and
Committee papers (via a secure online
portal) and the Company’s policies and
procedures, and receives information
in a timely manner to enable Directors
to function efficiently and effectively.
He also facilitates inductions for new
Directors and coordinates the Board
evaluation process in conjunction
with the Chair and the Nomination
Committee. The Company Secretary
also ensures Directors have access to
independent professional advice to carry
out their duties at the expense of the
Company, if they believe it is necessary.
CHAIR
SENIOR INDEPENDENT DIRECTOR COMPANY SECRETARY
EXECUTIVE DIRECTORS NON-EXECUTIVE DIRECTORS
Roles and responsibilities
76
Helios Towers plc Annual Report
and Financial Statements 2024
Division of responsibilities continued
BOARD AND COMMITTEE ATTENDANCE
The table outlines Directors’ attendance at scheduled Board and Committee meetings during
2024. Instances of non-attendance were due to a pre-existing commitment or illness and were
approved in advance by the Chair. Additionally, some Directors participated in Committee
meetings as invitees throughout the year. Separate from the meetings listed in the table,
anumber of sub-Committee meetings were convened to address time-sensitive matters,
including the bond refinancing and the approval of the 2024 Group budget.
Director
Board
(6)
Audit
Committee
(6)
Nomination
Committee
(4)
Remuneration
Committee
(7)
Sustainability
Committee
(2)
Technology
Committee
(1)
Sir Samuel Jonah 6 – 4 7 – –
Tom Greenwood 6 – – – 1 1
Manjit Dhillon 6 – – – 2 1
Alison Baker 6 6 – 7 – –
Richard Byrne 6 6 – 7 – 1
Temitope Lawani 6 – 2 – – –
Sally Ashford 5 – 4 7 1 –
Carole Wamuyu Wainaina
1
4 3 3 – 2 –
David Wassong
2
4 – – – – –
Dana Tobak
3
2 – – – – 1
Magnus Mandersson
4
3 1 1 – – –
Helis Zulijani-Boye
2
2 – – – – –
1 Carole was unable to attend a number of Board and Committee meetings due to illness.
2 Helis Zulijani-Boye stepped down from, and David Wassong joined, the Board on 9 May 2024.
3 Dana Tobak joined the Board on 16 September 2024.
4 Magnus Mandersson stepped down from the Board on 25 April 2024.
SHAREHOLDERS’ AGREEMENT
Prior to the Company’s Admission in 2019, certain founders and early investors (the Principal
Shareholders) entered into a Shareholders’ Agreement with the Company granting specific
governance rights. Under this agreement, Quantum Strategic Partners Ltd retains the right to
appoint a Director to the Board for as long as it and its associates control or hold 10% or more
of the Company’s voting rights. Quantum Strategic Partners Ltd has taken up this right and
David Wassong was appointed in May 2024, as noted opposite.
Similarly, Lath Holdings Ltd held the same right until 30 June 2021, when its shareholding
fellbelow 10%. Notwithstanding this, the Board invited Lath’s shareholder-appointed Director,
Temitope Lawani, to remain on the Board due to the valuable skills and experience
hecontributes. Temitope accepted this invitation and, as a result, is no longer classified
asashareholder-appointed Non-Executive Director.
MANAGING CONFLICTS OF INTEREST
The Company has a clear and formal process in place, in line with its Articles of Association,
toapprove and manage potential conflicts of interest. Directors are required to inform the
Chair and Company Secretary of any new external interests, appointments and any actual
orperceived conflicts of interest. These are then presented to the full Board for review, where
each case is assessed individually, considering any existing external interests or conflicts, to
ensure the Director’s independent judgement is not compromised. The Company Secretary
records the Board’s decisions and approvals in the meeting minutes and maintains an up-to-
date register of all external interests and potential conflicts for both the Board and the ExCo.
DIRECTORS’ TIME COMMITMENTS AND EXTERNAL APPOINTMENTS
As part of the process for appointing new Directors to the Board, the Nomination Committee
considers any significant commitments or other demands on the candidate’s time. These
commitments, including an indication of the time involved, are disclosed to the full Board. Upon
appointment, the expected average time commitment for each Director is clearly outlined in
their letter of appointment, with the understanding that Directors may need to devote
additional time as necessary to effectively fulfil their responsibilities.
Directors’ external interests are disclosed on pages 63-65. The number and nature of these
interests are closely monitored under the Company’s conflicts of interest procedure. This
ensures that any new external appointments do not adversely affect a Director’s ability to meet
their commitments to the Company or breach the over-boarding limits endorsed by the proxy
advisory firms.
The Board considers that the external commitments of its Directors contribute positively by
enhancing the Board’s overall skills, knowledge and capability. It is satisfied that the number
and nature of external directorships held by each Director do not impair their ability to
discharge their duties effectively.
DIRECTORS’ INDEPENDENCE
In line with the requirements of the Code, Director independence is reviewed annually. After a
thorough assessment by the Nomination Committee (as outlined on page 80) and the Board
during 2024, the Chair, who was deemed independent upon appointment, is considered by the
Company to remain independent. Additionally, five Non-Executive Directors (Alison Baker,
Richard Byrne, Sally Ashford, Carole Wainaina and Dana Tobak) are also regarded by the
Company as independent. The Board also includes two non-independent Non-Executive
Directors: Temitope Lawani and David Wassong.
David Wassong was appointed in May 2024, under the terms of the Shareholders’ Agreement,
as a shareholder-appointed Director nominated by Quantum Strategic Partners Ltd, replacing
HelisZulijani-Boye. Temitope Lawani, no longer a shareholder-appointed Director following
Lath Holdings Ltd’s shareholding falling below 10% in 2021, continues to serve as a non-
independent Non-Executive Director. Further details about the Shareholders’ Agreement
areprovided opposite.
After careful evaluation, the Nomination Committee and the Board have reaffirmed Richard
Byrne’s independence, despite his tenure as a Director of the Board commencing in 2010.
TheBoard believes his continued service is in the best interests of the Company. Richard has
consistently demonstrated independence in his role as a Non-Executive Director and Chair of
the Remuneration Committee. The Board considers that he continues to be independent in his
character and perspective, and that there are no relationships or circumstances that are likely
to affect, or could appear to affect, his judgement.
Financial StatementsGovernance ReportStrategic Report
77
Helios Towers plc Annual Report
and Financial Statements 2024
SIR SAMUEL JONAH KBE, OSG
CHAIR, NOMINATION COMMITTEE
Committee membership and attendance
Member
Attendance
(4)
Sir Samuel Jonah, KBE, OSG
(Chair) 4
Temitope Lawani 4
Sally Ashford 4
Carole Wamuyu Wainaina 4
Women on the Board
40%
2023: 40%
Directors from ethnically
diverse backgrounds
40%
2023: 40%
Nomination Committee Report
Dear Shareholder,
I am pleased to present the report of the
Nomination Committee (the Committee)
forthe year ended 31 December 2024,
whichsets out the activities of the Committee
during the year and its key responsibilities.
ROLE OF THE COMMITTEE
The role of the Committee is to:
– regularly review the structure, size
andcomposition of the Board and its
committees, ensuring the right balance
ofskills, experience and knowledge for the
future needs of the Group, and identify
andnominate candidates for Board
approval to fill Board vacancies;
– ensure plans are in place for the orderly
succession to the Board and senior
management positions, and oversee
thedevelopment of a diverse pipeline
forsuccession;
– oversee the annual evaluation of the
performance of the Board, its committees
and individual Directors; and
– consider and review the Company’s policy
on diversity and progress against that
policy, and work with the People,
Organisation and Development team
tosetand meet diversity objectives
andstrategies.
The Committee’s terms of reference, which
were reviewed and approved by the Board
inDecember 2024, can be found at
heliostowers.com/investors/corporate-
governance/documents/
KEY ACTIVITIES DURING 2024
The Committee met four times in 2024,
toconsider and, where appropriate, approve
the following key matters:
– Diversity, equity and inclusion (DEI)
initiatives;
– Board gender and ethnic diversity;
– Board composition and succession
planning;
– Non-Executive Director recruitment;
– Non-Executive Director independence
assessment;
– re-election of Directors;
– 2024 internal Board evaluation process
andoutcomes; and
– approval of the Nomination Committee
Report for the 2023 Annual Report and
Financial Statements.
DIVERSITY, EQUITY AND INCLUSION
The Board and the Committee remain
committed to promoting diversity
throughout the Group as a core element
of the Company’s Sustainable Business
Strategy. A review of the Company’s Group-
wide DEI Policy was carried out by the
Group Director of People, Organisation
and Development and approved by the
Committee and the Board in December
2023. The DEI Policy applies to the Board,
each of its committees and the Group as a
whole and includes all aspects of diversity
and colleague equity and inclusion.
The objective of the DEI Policy is to
enhance the Company’s focus on DEI
to attract, develop and retain a diverse
talent pool at Board and ExCo level, as
well as across the Group, ensure that the
workforce and the Board is representative
of all sections of society, and increase
the representation of women across the
Group and specifically in leadership roles.
During 2024, various DEI initiatives were
introduced. Recruitment processes were
reviewed, leading to modifications to drive
transparency and gender inclusivity.
Diversity training is provided to all employees
in line with the DEI Policy, so colleagues are
clear on their role in creating and promoting
an inclusive culture. This training includes
a Company-wide mandatory learning
module relating to workplace diversity,
providing an opportunity for colleagues
to understand the importance of diversity
in the workplace and how each individual
can contribute. Additional DEI awareness
training was developed during the year
for launch in 2025, to further emphasise
the importance of DEI to the Company’s
Sustainable Business Strategy, and will
cover issues such as unconscious bias,
psychological safety and trust, belonging and
inclusion. All the Company’s development
programmes include DEI-specific modules.
The Company operates in a challenging
sector in relation to gender diversity.
TheBoard and Committee continue to
support a gender-diverse workforce by
actively encouraging, attracting and retaining
the best female talent in a culture where
women can thrive and build long-term
careers within the Company. The ability
toempower female colleagues continues
to be a core and vital component to create
a more inclusive culture across the Group.
Initiatives including the Women’s Mentoring
Circle continued for a second year, where
female colleagues were mentored by
the Company’s female Board members,
covering topics designed to encourage and
empower women to achieve their career
ambitions. The benefits of mentoring as a
powerful developmental intervention have
been recognised across the Group. The
ELT Reciprocal Mentoring Programme was
launched in August 2024 and is sponsored
by the Group CEO. This programme enables
senior female colleagues to mentor male
ELT members over a six-month period.
A number of DEI-focused events were also
held across the OpCos. One of these was
the commemoration of International Girls in
Information Communication Technology Day,
the purpose of which was to inspire young
girls to explore careers in science, technology,
engineering and mathematics, working to
bridge the gender gap in technology.
Female representation and retention
continues to be a focus across the Group.
At Board level, female representation has
been maintained at 40% as at 31 December
2024, following the changes to the Board
during the year. The Board is proud to have
a female Director in one of the senior Board
positions, with Alison Baker as the SID.
Ethnicity of the Board also remained at 40%
at 31 December 2024, with four Directors
from ethnically diverse backgrounds.
This composition complies with the FCA’s
Listing Rules requirements, FTSE Women
Leaders Review recommendations and
the Parker Review ethnicity target.
78
Helios Towers plc Annual Report
and Financial Statements 2024
SUCCESSION PLANNING
ANDBOARDAPPOINTMENTS
The Committee and the Board are committed
to ensuring succession planning is in place
for both the Board and senior management,
and that colleagues have a personal
development plan in place, which aligns
with the Company’s Sustainable Business
Strategy. The Group Director of People,
Organisation and Development regularly
updates the Committee on succession plans
that are in place for the immediate, medium
and long-term, and any changes to those
plans in relation to the Board and the ExCo.
As noted on page 68, the Board is kept up
to date as part of the Group CEO Report
on people development activities. People
development is an area of focus for both the
Board and the Committee, which actively
encourages and supports the development
of talent both at Group and OpCo level
through leadership and executive training
and development, and skill-specific training.
One of the Committee’s responsibilities is to
review the structure, size and composition
of the Board, including the skills, experience
and diversity, tenure and independence of
Directors. A formal and rigorous process
is carried out by the Committee for all
Board appointments, with the Committee
recommending any new Director to the
Board for approval when it is appropriate
to do so, taking into consideration
succession plans, skills, experience,
knowledge and diversity in all forms.
During 2024, the recruitment process for
a new Non-Executive Director to replace
Magnus Mandersson, who left in April 2024,
included reviews and in-depth discussions
on the Board’s skills and experience on a
three- to five-year basis, to ensure it has the
right mix to support the Executive Directors
and the ExCo in the implementation of the
Company’s Sustainable Business Strategy
and the Company’s future strategic direction.
The recruitment process was carried
out by Korn Ferry, who undertook an
extensive search process over a number
of months, culminating in the appointment
of Dana Tobak. Korn Ferry has no
other connection to the Company.
Information on the Board’s diversity, skills,
experience and tenure can be found on
pages 81-82.
INDUCTION AND TRAINING
Following their appointment to the Board,
theCommittee ensures that all Non-
Executive Directors undergo a formal,
tailored and comprehensive induction
programme, which is designed to provide
an understanding of the business, its
operations and the Company’s markets. The
programme also encompasses key elements
such as the Sustainable Business Strategy,
sustainability priorities, governance and
compliance and stakeholder engagement.
As part of a Director’s induction, one-to-one
meetings are held with the Chair, Group CEO
and Group CFO, Non-Executive Directors,
Company Secretary and with members
of the ExCo. OpCo visits are encouraged
and arranged wherever possible, often in
collaboration with other Board or ExCo
members. The induction programme
for Dana Tobak is outlined opposite.
Annually, all Board members receive training
on recent and relevant topics delivered by
the Company’s external advisors. Additional
training needs are identified and addressed
throughout the year as appropriate. Board
members are responsible for ensuring that
their skills and knowledge remain up to
date, and for staying informed about recent
and forthcoming developments relevant
to the Company and their roles. During the
year, Board members received training on
the trends and regulatory developments
in corporate sustainability, geopolitical
developments and corporate governance
updates, as outlined on page 69.
The Board aims to ensure the induction
programme and ongoing training for all
Directors delivers significant benefits,
enhancing Board effectiveness, and
strengthening Directors’ oversight
capabilities, particularly in navigating
regulatory complexities across the
Company’s markets and maintaining
the Board’s focus on sustainability
and stakeholder engagement. This
reinforces the Board’s alignment with the
Company’s culture, purpose and values.
Nomination Committee Report continued
DIRECTOR’S INDUCTION
As part of Dana Tobak’s formal induction,
separate discussions were held with the
Group CEO, Group CFO and the
Company Secretary to provide an
in-depth understanding of the Group, its
governance framework, the Sustainable
Business Strategy and its impact on the
Company’s key stakeholders.
In addition, Dana met with members of
the ExCo to discuss operational matters
and topics specific to her role as Chair of
the Technology Committee. Dana will
receive training alongside the whole Board
during the year on regulatory topics and
matters specific to the Company.
“ As a new Director, theinduction
programme has been invaluable
in helping me tounderstand the
business, its people and its
strategic objectives.”
Dana Tobak, CBE
Independent Non-Executive Director
The Board has been mindful of the Parker
Review request for companies to set an
ethnicity target for senior management and
for that target to be achieved by December
2027. The Company takes great pride in
the level of ethnic diversity it has achieved
across the Group, including in Board and
senior management positions, and reviewed
its senior management ethnicity target
during the year. The Committee and the
Board have formally confirmed an ethnicity
target for senior management of 30%
across the Group for December 2027.
The Committee and the Board will continue
to consider these targets and requirements
as part of the Company’s succession
planningprocess.
There have been no further changes to
theBoard between 31 December 2024
andthe date of this report that would affect
the Company’s ability to meet one or more
ofthe above targets.
The Committee, and the Board, is committed
to working alongside the ExCo to promote
the DEI Policy across the Group, helping to
drive stronger business performance, better
decision-making, greater value creation for
the Company’s stakeholders and maintaining
a diverse, equitable, inclusive, strong and
supportive culture where all colleagues feel
they belong. In addition, the Committee
recognises that the continued success of
the Company and its Sustainable Business
Strategy depends on the recruitment of
the best people based purely on merit,
producing a diversely talented workforce.
The Committee will continue to keep the
DEIPolicy, its objectives and implementation,
under review. In addition, the Committee will
keep gender and ethnicity under constant
review, alongside the assessment of the
composition of the Board. Information
relating to the Company’s diverse workforce
can be found on pages 20-21. The numerical
data required by the FCA’s Listing Rules
andBoard diversity data can befound on
pages81-82.
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INDEPENDENCE
The Committee reviewed the composition of
the Board and assessed the independence of
the Chair and each Non-Executive Director
in accordance with the Code during 2024.
Following this review, the Committee
concluded that Sir Samuel Jonah, Alison
Baker, Richard Byrne, Sally Ashford and
Carole Wainaina each remained independent.
Dana Tobak was considered independent on
appointment to the Board on 16 September
2024. The independence of Richard
Byrne is explained further on page 77.
David Wassong was appointed to the Board
as a Non-Independent Non-Executive
Director on 9 May 2024 as the shareholder-
appointed Director for Quantum Partners,
Ltd. Temitope Lawani was determined to be
non-independent due to his appointment
under the Shareholders’ Agreement. The
non-independence of both David Wassong
and Temitope Lawani, and the Shareholders’
Agreement, are detailed on page 77.
ELECTION AND ANNUAL RE-ELECTION
OFDIRECTORS
The Committee considered and put forward
each Director for re-election at the 2024
AGM, in accordance with the Company’s
Articles of Association and the Committee’s
terms of reference. Resolutions to elect both
David Wassong and Dana Tobak and re-elect
all other Board members will be presented to
the AGM in May 2025. Details of each
Director and their biographies can be found
on pages 63-65 and are included in the
2025Notice of AGM.
BOARD EVALUATION
The Company is required to carry out
board evaluations on a three-year cycle
in accordance with the Code. An internal
evaluation was carried out in 2024, which
was the second year of the current three-year
cycle, with an externally facilitated evaluation
due to be carried out in 2025. Inaccordance
with its terms of reference, theCommittee
is responsible for the completion of formal
evaluations of the Board, the Committees
and the Non-Executive Directors each
year, and, as such, approved the process
for the 2024 internal evaluation.
The Committee believes the evaluation
process, whether it is carried out
internally or by an independent external
consultancy, provides an opportunity for
the Board and its Committees to gain
meaningful insight into their performance,
composition and effectiveness, with the
performance evaluation of each of the
Non-Executive Directors demonstrating
their contribution to decision-making
at Board and Committee meetings.
2024 INTERNAL EVALUATION
The internal evaluation was carried out in
2024 with the assistance of Independent
Audit Limited, an independent consultancy,
who have no connection with the Company.
The Committee considered the subject
matters that were covered as part of the 2023
internal evaluation and determined that the
2024 internal evaluation would focus on key
subject matters in respect of the effectiveness
of the Board and its Committees. The
Committee approved the internal evaluation
process, which consisted of a short online
questionnaire focusing on the key subject
matters of DEI, ESG, culture, purpose,
strategic risks and information access.
Each Director completed the online
questionnaire, which was provided via
Independent Audit’s online platform,
‘Thinking Board’. Independent Audit
was not requested to, and therefore did
not, complete a review of Board and
Committee papers as part of this internal
evaluation or carry out one-to-one
interviews with each of the Directors.
The Company Secretary held meetings
with each of the Non-Executive Directors to
obtain further insight into the key subject
matters and feed back on the performance
of the Chair and other Board members.
Following completion of the questionnaires
and individual meetings, the Company
Secretary collated the results and shared
these with the Chair. A detailed report
covering the outcomes and actions from
both the questionnaire and individual
interviews was presented by the Chair and
discussed with the Board at its December
meeting. The outcomes and actions
will be implemented during 2025.
FINDINGS
The overall view of the Board remained
positive with all Directors agreeing that
the Board continues to work effectively,
with no areas of concern raised, and
that participation in Board meetings is
encouraged. It was also noted that Directors
contribute across the business outside of
Board meetings, with good interaction
with management across the Group.
OUTCOMES
While the Directors acknowledged that the
Board and its Committees remain effective
and work well, the following suggestions
were made as opportunities to further
enhance Board discussions and strategic
thinking:
– additional deep dives on specific matters,
such as strategic risks and opportunities,
emerging technology and supply chain
management;
– provision of further DEI data points,
including a people, organisation and
development dashboard;
– additional Board training on cyber security;
– further discussions on succession planning,
Board tenure and skill sets; and
– increased focus in Board papers on
regulatory and macro-economic factors
impacting the Company.
Nomination Committee Report continued
Actions taken in 2024 following the 2023 internal evaluation
The following actions were taken during 2024 in relation to the outcomes of the 2023
internal evaluation:
Issues identified Actions taken
An increased focus on strategic matters. Refocusing of Board and Committee papers.
Provision of further detail on people,
organisation and development topics,
suchassuccession planning and
employeediversity.
Additional presentations on diversity
andsuccession planning to the Board
andNomination Committee.
Continue to evolve Board and Committee
papers to ensure a more focused, strategic
and concise approach.
Board and Committee guidelines
producedpaper.
Arrange bespoke training for Committee
members on non-financial reporting and
sustainability frameworks.
Training for all Board members was held
inOctober 2024.
Undertake a deep dive on Board
composition and succession planning.
In-depth succession planning discussions
were held by the Committee as part of the
Non-Executive Director recruitment process.
80
Helios Towers plc Annual Report
and Financial Statements 2024
60%
40%
Female
Male
British
1
1
1
2
1
4
American
American/British
NigerianKenyan Ghanaian
20 to 40
55
1 1
1
1
6
40 to 50
60 to 70 70 to 80
50 to 60
Ethnically diverse
background
6
4
Other
0–3 years 4–6 years 7–9 years
2
8
0
Female Male
68%
32%
Board diversity at a glance as at 31 December 2024
Gender of the Board
Gender of senior management
and direct reports
Directors’ nationalities Average age of Directors
Directors’ ethnicity Directors’ tenure
1 The definition of senior management and direct reports
in this instance relates to the Code.
2024 INTERNAL EVALUATION PROCESS
July
– The Company Secretary prepared
theevaluation process and Board
andCommittee questionnaires.
– The Committee approved the process
and questionnaires, which were
distributed to each of the Directors
via‘Thinking Board’.
– The Directors completed their
questionnaires.
End of October to mid-November
– The Company Secretary held meetings
with the Chair and each ofthe
Non-Executive Directors.
December
– The Chair presented the results
oftheinternal evaluation, which
werediscussed at length, to the
Committee and to the Board.
Suggestions for enhancement to
Board discussions were agreed
forimplementation in2025.
I look forward to discussing the Committee’s
role and activities with shareholders at the
2025 AGM.
Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
12 March 2025
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Board diversity at a glance as at 31 December 2024 continued
Number of Directors
Corporate governance
Emerging markets (including Africa)
Executive remuneration
Financial
Climate/Environmental
Human resources
International
Listed company
M&A
Organisational/business transformations
Strategy and leadership
Telecommunications sector
Technology/Cyber security
The Company is disclosing the numerical data below in accordance with UKLR 6.6.6R(10) as at
31 December 2024. The Company has collated this data through established internal people,
organisation and development processes.
Gender
Number of
Board
members
1
Percentage of
the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number of
Executive
Management
1, 2
Percentage of
Executive
Management
Men 6 60 3 7 78%
Women 4 40 1 2 22%
Ethnicity
Number of
Board
members
1
Percentage of
the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number of
Executive
Management
1, 2
Percentage of
Executive
Management
White British or other white 6 60% 2 5 56%
Asian/Asian British 1 10% 1 1 11%
Black/African/Caribbean/
Black British 3 30% 1 2 22%
Mixed or Multiple or other
ethnic group – – – 1 11%
1 The Group CEO and Group CFO are included in both the Board and Executive Management figures.
2 Executive Management includes the ExCo members as at 31 December 2024. ExCo members as at 10 March 2025
arenoted on page 66.
Board skills and experience
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Sustainability Committee Report
Carole WAMUYU Wainaina
Chair, SUSTAINABILITY COMMITTEE
Committee membership and attendance
Member
1
Attendance
(2)
Carole Wamuyu Wainaina (Chair) 2
Sally Ashford 1
Tom Greenwood 1
Manjit Dhillon 2
Dear Shareholder,
I am pleased to present the report of the
Sustainability Committee (the Committee)
for the year ended 31 December 2024, which
sets out the role of the Committee and its
activities during this year.
Our performance and responsibilities in the key
impact areas of digital inclusion, climate action,
local and talented teams and responsible
governance are discussed at each of the
Company’s Board meetings. I am pleased to
Chair the Sustainability Committee alongside
fellow Board members Sally Ashford, Tom
Greenwood and Manjit Dhillon, who bring with
them a wide range of industry knowledge and
expertise in driving sustainable business.
The Committee works closely with
management to ensure that the impact we
create through our strategic pillars enables
the business to deliver value creation for all
stakeholders over the long term. The Board
retains overall responsibility for the effective
implementation of the Sustainable Business
Strategy.
The Committee’s terms of reference,
whichwere reviewed and approved by the
Committee and the Board in December 2024,
can befound at heliostowers.com/investors/
corporate-governance/documents/
As Committee Chair, I report the Committee’s
activities, discussions and outcomes to the
Board following each meeting.
KEY RESPONSIBILITIES
The responsibilities of the Committee include:
– driving the sustainability agenda across
theGroup to ensure alignment with the
Company’s Sustainable Business Strategy;
– monitoring the implementation of the
Group’s policies and standards in relation
to sustainability matters, and the Group’s
engagement with its stakeholders on
sustainable business matters;
– providing oversight of best practice and
ongoing awareness of trends and
regulatory developments in corporate
sustainability, as they apply to the Group;
– considering the emergence of new risks
and opportunities to the Group’s approach
to sustainability and overseeing the
policies, standards or action plans to
address these;
– providing information, advice and/or
recommendations on sustainable business
matters as relevant, to support the Board,
Audit, Nomination, Remuneration and
Technology Committees; and
– reviewing the appropriateness and
adequacy of non-financial disclosures in
the Company’s Annual Report and
Financial Statements in relation to the
Company’s Sustainable Business Strategy.
KEY ACTIVITIES DURING 2024
The Committee met twice during 2024 to
consider and, where relevant, approve the
following matters:
– progress on, and reporting of, the
Sustainable Business Strategy KPIs. Detail
regarding the Company’s performance can
be found on page12;
– approving the revised 2030 carbon target;
– monitoring compliance with TCFD and
climate-related financial disclosures (CFD).
Further detail can be found on pages
44-50;
– reviewing business resilience to climate risks
and opportunities, and overseeing progress
made on climate risk modelling undertaken
by the Company, which conducts
quantitative modelling for material climate
risks in each of the Company’s markets.
Further detail onclimate-related risks
andqualitative modelling is described on
pages 44-50;
– approving the double materiality
assessment and in particular the correlation
between material sustainability issues and
the Company’s principal risks, and the
impact and assessment of both from an
economic, societal and environmental
point of view;
– receiving sustainability-related regulatory
updates on reporting standards (both
financial and non-financial) and potential
and future regulations, including IFRS,
CSRD and CSDDD;
– sustainability benchmarking; and
– overseeing engagement with investors
onsustainability related matters and
reviewing the Company’s external
disclosures.
This year the Committee worked
collaboratively with other Board committees,
in particular the Audit Committee, to review
the Company’s TCFD and non-financial
disclosures. The Committee and the Audit
Committee have reviewed the non-financial
sustainability related disclosures in this
Annual Report and Financial Statements on
pages 44-50.
As a result of the Committee’s focus on
changes in sustainability regulation and new
reporting frameworks, we also recommended
that the wider Board receive sustainability
training. More detail on Board training can be
found on page 69.
KEY FOCUS FOR 2025
The Committee’s key focus areas for 2025
include:
– continuing to review progress of the Group
Sustainable Business Strategy, including
performance against targets;
– reviewing the Company’s alignment
withemerging sustainability disclosure
standards; and
– effectively managing sustainability risks
and opportunities.
I look forward to meeting shareholders
anddiscussing the Committee’s activities
atthe 2025 AGM.
Carole Wamuyu Wainaina
Chair, Sustainability Committee
12 March 2025
1 The Group Head of Sustainability and
Communications is also a member of the
Committee.
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and Financial Statements 2024
Technology Committee Report
DANA TOBAK, CBE
Chair, TECHNOLOGY COMMITTEE
Committee membership and attendance
Member
1
Attendance
(1)
Dana Tobak (Chair) 1
Richard Byrne 1
Tom Greenwood 1
Manjit Dhillon 1
Dear Shareholder,
I am pleased to present the report of the
Technology Committee (the Committee)
forthe year ended 31 December 2024,
whichsets out the role of the Committee
andits activities during 2024.
ROLE OF THE COMMITTEE
The role of the Committee includes:
– monitoring and evaluating power
technology evolution;
– assessing how industry trends,
developments and innovations in
technology may impact the Company;
– ensuring that the new product portfolio
isaligned to the Company’s strategy and
customer requirements;
– providing recommendations to the Board
with respect to technology-related
strategies, projects and investments that
require Board approval; and
– providing assurance on the identification
and management of key technology risks,
and ensuring that business value is being
delivered through the implementation of
major technology change initiatives or new
products.
The Committee’s terms of reference,
whichwere reviewed and approved by the
Committee and the Board in December 2024,
can be found at heliostowers.com/investors/
corporate-governance/documents/
KEY ACTIVITIES DURING 2024
The Committee met once during 2024 to
consider thefollowing key matters:
– reflections on Board Strategy Day;
– data centres and the regulatory
environment in relation to cross-border
data transfers;
– solar power; and
– Committee objectives and initiatives
for2025.
Following Magnus Mandersson stepping
down as Chair of the Committee after the
AGM in April 2024 and my joining the Board
and the Committee in September 2024, the
Committee took the opportunity to re-
evaluate its role and activities, with the aim
to better align the Committee’s role with
the remaining two years of the Company’s
current Sustainable Business Strategy and
initial planning of its strategy beyond 2026.
The Committee focused its discussions
on two principal subjects encompassing
the Committee’s key responsibilities,
namely digital network solutions and
power technology, with climate targets
and carbon reduction also at the forefront
of the Committee’s considerations.
The Committee discussed the use and
potential impact of solar as a source of
power generation and the future evolution
of battery technology. The challenges of
solar installation and usage, and carbon
reduction across the Company’s markets,
were covered in detail, with potential
solutions for different markets and return
on investment being a particular focus.
The Committee closely monitored
advancements in power technology
to ensure that the Company’s energy
solutions remained cutting-edge and
sustainable. The potential impact on
the Company of emerging trends and
technological innovations were evaluated,
ensuring that the business stayed
ahead of industry developments.
Discussions included detail on the
alignment of potential new products
with the Company’s strategic goals and
customer requirements, with the aim of
enhancing market competitiveness.
By focusing on these areas, the Technology
Committee aims to support the Company’s
sustainability goals and drive technological
innovation throughout 2025, including
management of the Group's AI capabilities.
I look forward to meeting shareholders
and discussing the Committee’s
activities at the 2025 AGM.
Dana Tobak, CBE
Chair, Technology Committee
12 March 2025
1 The Group IT Director and Director of Digital
Network Solutions, alongside members of the ExCo,
Sainesh Vallabh and Lara Coady, are also members
of the Committee.
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Helios Towers plc Annual Report
and Financial Statements 2024
18%
8%
6%
23%
45%
Accounting and
financial reporting
matters
External audit
General matters
Internal audit
Risk management
and internal control
Audit Committee Report
Alison Baker
Chair, Audit COMMITTEE
Committee membership and attendance
Member
Attendance
(6)
Alison Baker (Chair) 6
Richard Byrne 6
Carole Wainaina
1
3
Magnus Mandersson
2
1
Where we spent our time in 2024
Dear Shareholder,
I am pleased to present our Audit Committee
(the Committee) report for the year ended
31 December 2024.
ROLE OF THE COMMITTEE
The role of the Committee is to:
– provide effective governance and
assurance over the integrity of the financial
and non-financial information within the
Group’s financial statements and any
formal announcement relating to the
financial performance;
– review significant financial reporting
judgements, issues, and estimates and
accounting policies, and confirm whether,
taken as a whole, the Annual Report and
Financial Statements isfair, balanced and
understandable;
– review the performance of both the
Internal Audit function and the external
auditor; and
– oversee the Group’s internal control
systems, business risks and related
compliance activities.
The duties outlined in the Committee’s terms
of reference were updated and approved by
the Committee and the Board in December
2024, toinclude the review of the publication
of non-financial information in the Annual
Report and Financial Statements, and
disclosures related to the Task Force on
Climate-related Financial Disclosures.
Theupdated terms of reference can be found
at heliostowers.com/investors/corporate-
governance/documents/
As the Group has continued to evolve,
theCommittee has maintained its focus on
enhancing the Company’s internal control
environment, monitoring compliance and
addressing the challenges of the macro-
economic landscape.
The Committee provides the Board with
an assessment of the effectiveness of
governance in financial reporting, internal
controls and assurance processes, as
well as the procedures established
to identify and manage risks.
This report outlines the Committee’s
operations and highlights its activities and
itsrole in safeguarding the integrity of the
Group’s published financial information
andensuring the effectiveness of its risk
management controls and related processes.
Beyond the scheduled Committee meetings,
Ihave engaged regularly with the Group CFO,
Head of Internal Audit and the external audit
partner to review their reports and discuss
pertinent issues as part of my ongoing review
of their effectiveness and quality.
COMMITTEE MEMBERSHIP
In compliance with the Code, the Committee
is composed exclusively of Non-Executive
Directors, and each member is considered to
be independent by the Company. Members’
independence is explained on page 77.
The Chair of the Company, Sir SamJonah,
is not a member of the Committee.
Magnus Mandersson formally stepped
down as a Director of the Company and
as a member of the Committee following
the AGM in April 2024. Dana Tobak was
invited by the Committee to attend its
meeting in December 2024 as an observer,
following her appointment to the Board
in September 2024. There have been
no further changes to the membership
of the Committee during the year.
The Committee has operated using a hybrid
meeting format, combining meeting in
person and video conferencing. Details of
themembers and attendance at each of the
scheduled meetings is shown in the table
opposite and the biographies and
qualifications of the members are shown
onpages 63-65.
The Board is satisfied that I have recent
and relevant financial experience to
chair the Committee. I am a Chartered
Accountant and chair audit committees of
other listed companies and am recognised
by the Board as being well qualified
to undertake this role effectively.
I would like to thank my fellow Committee
members Richard Byrne, Carole Wainaina
and Magnus Mandersson, whose insightful
contributions have enabled the Committee
to perform its duties effectively. Their
performance is reviewed on an annual
basis as described on pages 80-81.
Various officers and senior leaders of the
Company attend Committee meetings
by invitation. These include the Chair,
Group CEO, Group CFO, Group Finance
Director & Financial Controller, General
Counsel & Company Secretary, Group
Head of Compliance and representatives
from the external audit team.
After each meeting I, as the Chair of the
Committee, report to the Board on the
business undertaken.
AUDIT COMMITTEE EFFECTIVENESS
An internal Board evaluation was carried out
in 2024. It was deemed that the Committee
continues to function well and was effectively
chaired. In conjunction with the Board and
management, our primary area of focus for
the coming year is the adoption of new
requirements following the publication of the
Corporate Governance Reforms, continuing
to mature the risk management and Internal
Audit functions as the organisation continues
to grow and the implementation of various
new finance systems.
Detailed information regarding the 2024
internal Board evaluation, the process and
outcomes can be found on pages 80-81.
The Committee has reviewed and confirmed
its compliance with the FRC minimum
standard for Audit Committees.
1 Carole Wainaina did not attend three meetings due
to pre-existing commitments or illness.
2 Magnus Mandersson stepped down from the Board
on 25 April 2024.
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Helios Towers plc Annual Report
and Financial Statements 2024
COMMITTEE ACTIVITY IN 2024
When setting its agenda and reviewing the audit plans of the internal and external auditors,
theCommittee considers key operational and financial risks and issues that could have an
impact on the Group’s Financial Statements and/or the execution and delivery of its strategy.
As part of the meeting agenda, the Committee requested management to present several
in-depth reviews. A summary of these reviews and the Committee’s activities in 2024
isprovided opposite. Following these discussions, specific action items were identified,
andtheCommittee is actively monitoring and reviewing progress against each of them.
Subject of review Details of committee activity
Business
process reviews,
carried out in
conjunction with
Internal Audit
End-to-end process reviews, including process maps, risk and key
controlmatrices and any internal audit findings and remediation activities.
These were undertaken by the Group process and control owner:
– site acquisitions and lease management;
– capital work in progress and fixed assets;
– fuel and energy management process;
– site security;
– project delivery;
– supplier IT processes and cyber security; and
– Financial Statement Close Process.
Ongoing
quarterly
updates
Each quarter, the Committee reviews management papers covering
thefollowing key areas:
– accounting judgements and estimates, including regulatory updates;
– free rent, accrued revenue, receivables and deferred income;
– tax risk management and reporting;
– litigation update;
– internal controls, including progress on the UK Corporate
GovernanceReform;
– Internal Audit, including progress of the 2024 Internal Audit Plan;
– compliance update, including whistleblower report;
– compliance with updated Global Internal Audit Standards;
– risk management and disclosure, including emerging risk considerations; and
– fraud risk management review.
Finance systems
update
– Updates on new financial systems implementation (SAP and new billing
platforms) and process against theFinance Systems Roadmap.
IT update – Group IT Director provides updates in relation to the overall IT strategy,
particularly systems architecture and cyber risk.
Cyber security – Cyber and information security, including user security, supplier security
and cyber defence, specifically against potential artificial intelligence
attacks, network authentication and business continuity management.
Climate risk
andTCFD plan
The Company’s climate-related risk reporting was reviewed by the
Committee to gain an understanding of sources and reliability of
non-financial data and an understanding of the plans for meeting TCFD
reporting compliance and any other climate-related considerations as
described on pages 44-50. The Committee and the Sustainability
Committee collaboratively review TCFD and non-financial disclosures.
Audit Committee Report continued
INTERNAL CONTROLS
At each Committee meeting we have a standing agenda item to review internal controls
reporting, including the dashboard described below. We continue to mature the control
environment, and the Committee discussed enhancements that are presented by
management; for example in June, we reviewed the proposed monthly declaration for
completion by OpCo senior management. We also consider annually our Financial Position
and Projects Procedures (FPPP) procedures to ensure that this remains up to date in
compliance with our continuing obligations.
CONTROLS DASHBOARD
The Group operates controls in key processes on a monthly basis. The focus of 2024 has
been to review and where appropriate streamline controls ahead of key system changes in
early 2025. Compliance control software is used to aid the preparation and monitoring of
key reconciliations within the financial statement close process. These reconciliations are
reviewed by management at both an OpCo and Group level. The Committee received
regular updates regarding the development of the Group’s new billing platform and the
implementation of the new SAP platform, both of which will go live in early 2025, as part
ofour Finance Systems Roadmap. The Committee receives anupdate at each meeting
regarding the control environment and operating effectiveness, including any follow-up
actions or plans to enhance controls.
Example dashboard:
Process
December 2024
Group East & West Africa MENA Central & Southern Africa
HoldCo TZ MW SG OM DRC GH SA CB MD
P2P
Fin reporting
Inventories
Fixed Assets
Revenue
Taxation
IT
Key
No control weaknesses  Minor process improvements required
Material process improvements required
86
Helios Towers plc Annual Report
and Financial Statements 2024
ACCOUNTING AND FINANCIAL REPORTING MATTERS
The table below includes the key matters considered by the Committee during the financial year ended 31 December 2024, with support and challenge from the external auditor.
Key matters Action taken by management Action taken by the Committee Response to challenge by auditor
Taxation Due to the evolving nature of tax legislation and its application in
ourmarkets, a high level of judgement is required in management’s
estimations in relation to tax risks, the outcomes of which can be less
predictable than in other jurisdictions. We also utilise third-party
experts in each market to advise regarding the likelihood of a range
ofoutcomes.
Management considers each current tax case on an individual basis
and assesses the probability of an inflow or outflow of cash arising
and the provision or disclosure of such amounts according to IAS 12
and IAS37. Management assessed the deferred tax position for each
country, with respect to applicable tax law and the availability of
future profits.
The Committee considered papers from management on the
material tax cases. After receiving input from the Group CFO on
the latest position with regards to ongoing matters, it concluded
that the Group’s tax position had been appropriately accounted
for and that there was adequate disclosure in relation to the key
known uncertain matters as set out in Note 10 to the Financial
Statements.
The Committee discussed with management the key
judgements taken in recognising deferred tax assets in certain
jurisdictions and considered that the level of deferred tax assets
recognised is in line with the requirements of IAS 12.
The Committee considered the
matters raised by Deloitte in their
reports provided to the Committee
during the 2024 reporting cycle.
Following discussion ofthe work
performed, the advice oflocal market
experts and the keymatters in
Deloitte’s report, theCommittee
concluded that the positions taken by
management werereasonable.
Recoverability
of receivables
and accrued
revenue
The Group’s customer base is primarily large MNOs who account for
over 90% (Note 15) of the receivables balance.
Management regularly engages with customers to address overdue
balances and incorporates this information into the assessment of
credit risk ratings for each balance. Further details of management’s
considerations can be found on page 146.
The Committee received detailed analysis of the receivables
andaccrued revenue balances for consideration.
The Committee challenged management on the recoverability
of receivables, accrued revenue balances and revenue
recognition for amounts under dispute to ensure the level of
revenue recognised was in accordance with the Group’s policy,
and that there was appropriate supporting documentation to
allow this to be recognised as revenue under the contract and
that provisions were appropriately made for receivables.
This is a key area of focus for Deloitte.
The Committee reviewed matters
raised by them and requested
additional information from
management to enable us to be
satisfied with the judgements and
estimates made.
Impairment
ofgoodwill
andcustomer
relationships
The Consolidated Financial Statements include the assets and
liabilities acquired in business combinations in prior periods. IAS 36
requires that this is reviewed on an annual basis, or more often where
an impairment indicator is identified. Management prepared detailed
business plans and value-in-use assessments for each
CashGenerating Unit with material goodwill and intangible assets.
Management amended the way it monitors and, therefore,
testsgoodwill for impairment. For 2024, impairment testing will
beundertaken at a segment, rather than OpCo level, aspermissible
under IAS 36.
The Committee reviewed and challenged the output from
management’s detailed business plans and value-in-use
assessment.
The Committee challenged the growth and profitability
assumptions and requested further detailed analysis from
management of each material customer relationship asset
recognised. The Committee was satisfied with the analysis
provided and the disclosure as shown in Note 11.
Deloitte's challenges are set out in
theiraudit report on pages 115-123.
The Committee and Deloitte have
discussed Deloitte’s report, and the
Committee was satisfied that the
management assumptions made are
reasonable.
Hyperinflation
accounting
In December 2024, Malawi was judged to have met the criteria of
ahyperinflation economy under IAS 29 ‘Financial Reporting in
hyperinflationary Economies’. As a result, the Group has applied the
requirements of IAS 29 for its operations with a Malawian Kwacha
functional currency.
The Group continues to apply the requirements of IAS 29 for its
operations with a Ghana Cedi functional currency after Ghana’s
economy was judged to be hyperinflationary in October 2023.
The Committee met with the Group Finance team in March 2025
to review and challenge the accounting treatment, key
judgements and disclosures made in applying hyperinflation
accounting.
Deloitte reviewed the key judgements
and methodology adopted. The
Committee concluded that it had been
applied appropriately in line with IAS
29 requirements.
Audit Committee Report continued
Financial StatementsGovernance ReportStrategic Report
87
Helios Towers plc Annual Report
and Financial Statements 2024
Key matters Action taken by management Action taken by the Committee Response to challenge by auditor
Useful
economic life
of towers
During 2024, management undertook an engineering and commercial
study toassessthe useful economic life of tower assets.
The review considered the materials used in the construction of the
towers, maintenance programmes, longevity and technological
advancements, and thelength of master lease agreements with
customers, and concluded that it was appropriate in accordance
withIAS 16 to increase the useful economic life of tower assets from
15to 30 years. This is also more aligned with the Company’s
comparator group.
The Committee met with the Group Finance team in May 2024
todiscuss the review that has been undertaken, and challenge
the key judgements in the determination of the updated useful
economic life.
The Committee concluded that the disclosure made on the
impact of the change was appropriate. Further detail can be
found on page 128.
Deloitte appropriately challenged
management on its review and the
rationale for changing the useful
economic life of the Group’s tower
assets.
The Committee were satisfied with the
review undertaken and key judgement
made by management in arriving at
the longer useful economic life.
The Committee confirmed that there had
been no significant changes to the going
concern assessment since 31 December 2023
and that the Group continued to have
headroom in relation to its financial
covenants, which had improved since raising
the new term loan and financing facilities in
May 2024. Further details on the Group’s
going concern assessment are provided in
Note 2(a) of the Financial Statements.
In relation to the viability statement,
theCommittee:
– reviewed and challenged management on
its recommended viability period, as well as
the robustness of its modelling, stress-
testing scenarios and conclusions; and
– concluded that a five-year outlook was
appropriate, as it aligns with the Group’s
strategic plan and reflects the nature of the
Group’s principal risks (some of which are
external and may have short-term impacts).
The viability statement, including a
comprehensive explanation, can be found
onpage 51.
ALTERNATIVE PERFORMANCE MEASURES
Historically, the tower industry has
operated a variety of APMs to evaluate
and compare business performance.
This reflects the diversity in lease
structures, capital arrangements and
asset lifespans across the sector.
The Committee reviewed the use of
APMs in the Annual Report and Financial
Statements and concluded that the
associated disclosures were appropriate.
To ensure compliance and avoid undue
emphasis on APMs, the Committee directed
management to present all APM
reconciliations and explanations in a
dedicated section of the Annual Report
andFinancial Statements, located on
pages52-54.
In line with prior years, management has also
included a range of statutory measures in the
front half of the Annual Report and Financial
Statements to provide a balanced and
comprehensive view of the Group’s
performance.
FAIR, BALANCED AND UNDERSTANDABLE
The Board is responsible for ensuring that
theAnnual Report and Financial Statements
is fair, balanced and understandable.
The Committee assessed and recommended
to the Board (which it subsequently
endorsed) that, taken as a whole, the 2024
Annual Report and Financial Statements is
fair, balanced and understandable and
provides the necessary information for
shareholders to assess the Company’s
position and performance, business model
and strategy.
In forming its opinion, the Committee
reflected on information it had received from
management, Internal Audit, external
auditors and Committee discussions during
the year. The Committee’s assessment
included:
– understanding the detailed process
undertaken in drafting the Annual Report
and Financial Statements;
– feedback from investors;
– work presented by Internal Audit on
assurance surrounding non-financial KPIs
and management information; and
– results from work undertaken by Deloitte
on their review of the Annual Report and
Financial Statements.
RISK MANAGEMENT
ANDINTERNALCONTROL
With the assistance of the Internal Audit
team, the Committee has, on behalf of the
Board, monitored and regularly reviewed the
effectiveness of internal controls and risk
management systems, including fraud risk
and ESG risk during the year ended
31 December 2024. Further detail on risk
management can be found on page 38.
Internal control effectiveness
The Committee receives updates at each
ofits meetings regarding the control
environment and operating effectiveness
andperforms deep dives into specific areas
at each meeting. The areas covered in 2024
are specified on page 86.
Audit Committee Report continued
GOING CONCERN AND LONG-TERM VIABILITY
The Committee reviewed and rigorously
challenged management’s assumptions
regarding the going concern basis of
preparation, as well as the scenarios and
disclosures supporting the Group’s longer-
term viability.
With respect to going concern, the
Committee undertook the following steps:
– cash flow forecasts: reviewed
management’s detailed cash flow
forecasts, challenging the underlying
assumptions, including downside scenarios,
the impact of macroeconomic factors, and
capital commitments necessary to achieve
the Group’s carbon emission targets;
– available facilities and covenants: assessed
the Group’s newly available financing
facilities and headroom, ensuring
compliance with existing and new bond
and banking covenants;
– external audit input: considered feedback
from Deloitte on the assumptions and
judgements underpinning the going
concern assessment; and
– recommendation to the Board: satisfied
with the robustness of the review, the
Committee recommended to the Board
theappropriateness of the going concern
assumption and related disclosures.
88
Helios Towers plc Annual Report
and Financial Statements 2024
Audit Committee Report continued
The Committee continues to review the three
internal lines of defence across the Group’s
departments. Workshops are held internally
to ensure the plan is carried out as designed.
Management convened internal workshops
during the year to ensure the controls are
carried out as designed and the Committee
considered feedback from the external
auditor on the control environment.
As part of the development of the Company’s
second line of defence, monthly compliance
control 'self-assessment' declarations
provided by eachOpCo senior management
have been implemented. These declarations
are reviewed by the Group Finance Director,
along with any follow-up actions where the
Finance team is not satisfied with the quality
of the application ofthe control. A summary
is presented to theCommittee quarterly.
The Committee was satisfied that an effective
review of the system of risk management and
internal control took place during the 2024
financial year.
Principal risks
The Committee reviewed and recommended
to the Board for its approval the principal risk
disclosures, including emerging risk
considerations, for inclusion in the 2024
Annual Report and Financial Statements.
Following a robust assessment of the
principal risks by the Committee during
theyear, no material changes were made.
Details on the Group’s principal risks, how
theGroup implements its risk management
framework and monitors its controls on a
Group-wide basis are set out on pages 38-43.
Independent assurance
Throughout the year, the Committee
commissioned and reviewed independent
reports to obtain assurance over financial
andnon-financial metrics. Key areas
addressed in these reports included:
– emission targets: verification of progress
against emissions reduction goals;
– site operational data: assessment of the
accuracy and reliability of operational data;
– financial instrument valuation and
documentation: review of the valuation
methodologies and supporting
documentation; and
– benchmarking the Company: evaluation
ofthe Company against its peers in relation
to ESG disclosure and reporting.
The Committee is satisfied that no significant
issues were identified in these reports.
Additionally, the Committee considered other
risk reporting activities, including ISO
compliance audits and health and safety
scorecard audits conducted with our
subcontractor parties. These audits form
anintegral part of the Group’s broader risk
management framework.
Compliance and whistleblowing
At each Committee meeting, the Group
Headof Compliance provides updates on
compliance activities, whistleblowing
incidents and any ongoing investigations.
A confidential whistleblowing hotline,
Integrity Line, is available to all Group
employees and third parties to report
confidentially, and ifdesired, anonymously,
any allegations. All reported and logged
incidents on Integrity Line are overseen by
the Board through the Committee. All
whistleblower reports are investigated in line
with the Group’s policies, which include its
non-retaliation provisions. Appropriate
disciplinary and remediation actions are
identified and effected, as necessary.
The Committee assessed the adequacy of
theGroup’s whistleblowing arrangements
and the procedures for detecting fraud. No
material frauds were experienced by the
Company during the year. The Economic
Crime and Corporate Transparency Act 2023
will come into force in September 2025, and
the Committee reviewed the Group’s fraud
risk management framework to ensure it
adequately addressed the new legislation.
Fraud risk workshops were also conducted
inall OpCos.
The Committee was satisfied with the
outcomes from the investigations and
compliance audits.
INTERNAL AUDIT
I, as the Chair of the Committee, meet with
the Head of Internal Audit outside the formal
meetings, typically monthly, to discuss the
output from the Internal Audit (IA) function
and aspects of risk management.
The Head of Internal Audit attends each of
the Committee meetings and also has a
private session with the Committee without
management present.
At each meeting, the Committee considers
the results of the internal audits undertaken
and the appropriateness of management’s
response to matters raised. The Committee
also tracks long-outstanding items.
I am satisfied that the Head of Internal Audit
is receiving adequate support from the
business to undertake the internal audit
reviews and senior sponsorship is strong in
ensuring that there is timely follow-through
of recommendations.
At present, the rolling IA plan is addressing,
inturn, each of the key business cycles across
the OpCos and central functions where
appropriate. The IA function has added an
additional headcount this year, reflecting the
growth in the business. The Committee will
reassess the adequacy of the IA function over
the coming year to ensure it continues to
meet the Group’s growth and emerging risk
requirements.
Internal Audit effectiveness review
The Company’s internal audit function is
inline with the Company’s peers in the
FTSE250, and has implemented the
recommendations from PwC’s review during
2023. As at the end of 2024, the internal
audit function is compliant with all the new
Global Internal Audit Standards (GIAS),
whichcame into effect on 1 January 2025.
EXTERNAL AUDITOR
Throughout the year, in addition to the
detailed discussions undertaken by the
Committee, the Group CFO and I have had
regular discussions on accounting matters,
internal control and fees with our external
audit partner.
Professional scepticism and challenge
The Committee places the utmost
importance on the quality of the audit. The
matters presented to the Committee often
reflect extensive work undertaken by Deloitte
and the Finance function over several weeks
or months. Regular discussions held outside
formal Committee meetings allow me as
Chair to assess the level of professional
scepticism and challenge applied by our
external auditor to management’s
assumptions and judgements.
Following each Committee meeting, the
Committee holds a private session with
theexternal auditor, without management
present. During these sessions, the external
auditor is challenged on whether they have
maintained their independence and
objectivity in considering key matters and
whether they have any concerns they wish
tobring to the Committee’s attention.
In addition to the key matters set out on
pages 87-88, Deloitte challenged
management during the year on the following
key areas:
– key sources of estimation uncertainty
andinclusion of sensitivities to help users
understand the impact of estimates,
including consideration of impairment
testing, financial instruments valuation,
deferred taxation, recoverability of
receivables; and
– APM disclosures as set out on pages 52-54.
In advance of the March 2025 meeting,
the Committee received a detailed
report from Deloitte addressing all key
matters and areas of challenge. The
Committee can confirm that these matters
were satisfactorily resolved, with no
disagreements between the external auditor
and management. While some immaterial
audit differences were noted, these were
reported to the Committee and did not
affect the overall findings or conclusions.
Financial StatementsGovernance ReportStrategic Report
89
Helios Towers plc Annual Report
and Financial Statements 2024
Audit Committee assessment of external
auditor quality and effectiveness
In its assessment of audit quality, the
Committee took into account:
– the detailed audit scope and strategy
forthe year, including the coverage of
emerging risks in all markets;
– Group materiality and component
materiality;
– how the external auditor communicated
any key accounting judgements and
conclusions; and
– feedback from management on the
performance of the external auditor against
a pre-agreed list of audit quality indicators.
The Committee reviewed the FRC’s 2024
Audit Quality Inspection Report on Deloitte
LLP, which takes into account all the Deloitte
audits inspected by the FRC’s Audit Quality
Review Team. Of the audits inspected in the
current cycle, which did not include Helios
Towers, 94% required no more than limited
improvement, this was up from 82% in 2023.
In response to FRC observations, Deloitte
have already taken the following actions:
– impairment and other valuations:
enhancements to impairment specialist
consultation approach and issue of further
guidance materials to promote greater
consistency;
– data relied on for audit purposes:
enhancements to existing guidance and
template updates;
– ISQM (UK) 1: enhancements to monitoring
activities and the evidencing of the
procedures performed, particularly in the
areas of scope of testing and aggregation
judgements; and
– ethics and independence: enhancements
to guidance and templates, to the conflict
management system, and additional
engagement level procedures onapproval
of non-audit services.
There was no engagement with the FRC in
relation to the FY23 audit. The Committee
considered that the audit process as a whole
had been conducted robustly and the team
had been effective and professional.
I am pleased to say we received a letter from
the FRC in November 2024 confirming they
had reviewed the Company’s 2023 Annual
Report and Financial Statements and had no
questions or queries. The FRC provided some
recommendations, that they felt would
enhance the Company’s Annual Report and
Financial Statements. These have been
reflected in this Annual Report and Financial
Statements, as appropriate.
External auditor independence
and objectivity
As per the minimum standard within the
Corporate Governance Code, the Committee
seeks to ensure the objectivity and
independence of our external auditor.
The assessment of the auditors
independence and objectivity took into
consideration:
(i) the Committee’s assessment of Deloitte’s
challenge and professional scepticism
(referto page 89);
(ii) a review of the assignment and rotation
ofkey personnel;
(iii) the adequacy of audit resource and level
ofsenior hours;
(iv) confirmation from Deloitte on the
independence of the firm and adherence to
policies in relation to non-audit work; and
(v) the Committee is made aware of the
safeguards that have been put in place and
provide approval before such work
commences.
AUDIT TENDERING
The lead audit engagement partner, Bevan
Whitehead, has held this role for four years
following the retendering of the external
audit in 2021. Deloitte were reappointed
following the comprehensive retendering
performed in 2021 and have been the auditor
of the Group since 2010. Details of the
Committee’s approach to the 2021 external
auditor retender can be found on page 105
ofthe 2021 Annual Report and Financial
Statements. The Committee will continue
toreview the auditor appointment and
anticipates that the audit will next be put
outto tender ahead of the 2030 audit. The
Company confirms that it was in compliance
with the provisions of The Statutory Audit
Services for Large Companies Market
Investigation (Mandatory Use of Competitive
Tender Processes and Audit Committee
Responsibilities) Order 2014 during the year
ended 31 December 2024.
AUDIT AND NON-AUDIT FEES
Total audit and non-audit fees payable to
Deloitte LLP in the year ended 31 December
2024 are disclosed in Note 5b to the Financial
Statements. Non-audit fees for 2024 were
pre-approved by the Committee and in total
are less than 25% globally, and less than 30%
on a jurisdictional level, of the average
three-year annual audit fees. Services
provided were for assurance over the first
quarter’s results and half-year report. The
Group’s non-audit services policy
incorporates the requirements of the FRC’s
Ethical Standard, including a ‘whitelist’ of
permitted non-audit services that mirrors the
FRC’s Ethical Standard. The Committee
reviews and approves all audit and non-audit
fees payable to Deloitte LLP in line with the
latest policy. The non-audit services policy
can be found at heliostowers.com/investors/
corporate-governance/documents/
LOOKING AHEAD
In planning the Committee’s 2025 agenda,
the Committee will comply with the
requirements of the 2024 UK Corporate
Governance Code and follow best practice
guidance for audit committees.
The Committee will continue to receive
in-depth presentations from management
on the challenges faced by the business
and the operation of internal controls
across the business. The Committee
agenda will also continue to respond to
the issues raised by our internal ‘three
lines of defence’ – management, risk and
compliance, and Internal Audit – as well
as the evolving external risk landscape
and regulatory environment. Specific
areas of focus in 2025 include:
– assessing our readiness to implement
theinternal control declarations in 2026;
– future proofing our financial systems
andplatforms;
– revisiting processes that have evolved
withthe Group’s expansion over the last
few years;
– continuing to evolve our climate-related
reporting, risk and governance processes;
and
– cyber security governance and reporting.
We also seek to respond to shareholders’
expectations in our reporting and, as always,
welcome any feedback. I will be available in
person at the AGM in May and welcome any
questions relating to the work of the
Committee and our forward agenda.
I hope to meet with you then.
Alison Baker
Chair, Audit Committee
12 March 2025
Audit Committee Report continued
90
Helios Towers plc Annual Report
and Financial Statements 2024
Directors’ Remuneration Report
RICHARD BYRNE
CHAIR, REMUNERATION COMMITTEE
Committee membership and attendance
Member
Attendance
(7)
Richard Byrne 7
Sir Samuel Jonah KBE, OSG 7
Alison Baker 7
Sally Ashford 7
96.8%
2024 AGM vote to approve the annual
statement by the Committee Chair
andtheDirectors’ Remuneration Report
96.6%
2023 AGM vote to approve the Directors’
Remuneration Policy currently in operation
CHAIR’S INTRODUCTION
Dear Shareholder,
On behalf of the Remuneration Committee
(the Committee), I am pleased to present
the Helios Towers Directors’ Remuneration
Report for the 2024 financial year.
Helios Towers performed well in 2024, with
significant organic tenancy growth across
its expanded tower portfolio spanning nine
markets. This led to improved financial
performance, with Adjusted EBITDA up
14% year-on-year and a reduction in net
leverage despite the elevated interest rate
environment and global uncertainties.
The Committee acknowledges that the
share price growth of 3% over 2024 was
modest in comparison but is of the view
that the financial and operational results
delivered in 2024 position the Company
well for the future and is grateful for
the efforts of all colleagues this year.
Shareholders’ support at the 2024
AGM was appreciated, with the 2023
Directors’ Remuneration Report
receiving 96.8% approval.
The Committee met 7 times during the
year to address various matters, including
the 2023 Directors’ Remuneration Report,
salary increases for Executive Directors
and staff, the 2023 annual bonus and
2021 Long-Term Incentive Plan (LTIP)
vesting outcomes, the 2024 bonus and
2024 LTIP targets, and the grant of the
2024 all-employee share-based award.
Executive Director remuneration in respect
ofthe 2024 financial year
The Directors’ Remuneration Policy (the
Policy) operated as intended in the year.
As disclosed in the 2023 Directors’
Remuneration Report, the new salaries
for the Executive Directors were effected
from 1 April 2024. There were no further
changes to their salaries during the year.
The annual bonus for the Executive
Directors was based on Adjusted EBITDA,
portfolio free cash flow, free cash flow,
network performance, strategic projects
and international standards targets. The
performance targets for the bonus were
set and approved by the Remuneration
Committee in the first quarter of 2024,
having considered the appropriateness
of the performance measures, the 2024
business plan and market expectations.
The Committee considered the formulaic
outcomes of the 2024 annual bonus and
determined that no adjustments were
necessary. Consequently, Tom Greenwood
and Manjit Dhillon will receive annual
bonus awards equal to 124% and 99%
of salary respectively; this represents
71% and 66% of their maximum bonus
opportunities respectively compared to
amedian of 70% for the wider workforce.
In accordance with the Policy to defer
50% of any bonus received above target,
10% of the Group CEO’s bonus and
12% of the Group CFO’s bonus will be
deferred in shares for three years.
The 2022 LTIP awards, granted to executives
in April 2022, are scheduled to vest in
April 2025. The Committee considered the
vesting of the 2022 LTIP award in the round
including performance measures, relative
weightings, targets, performance against
those targets, resulting vesting levels and
resulting vesting value of the award. The
Committee determined that no adjustments
were necessary. The formulaic and final
vesting level of the 2022 LTIP award is 62.1%.
In accordance with the Policy, the vested
portion of the 2022 LTIP award is subject to a
further two-year holding period for the
Executive Directors.
As in previous years, no dividends will be
paid in respect of the financial year ended
31 December 2024, given the Company’s
relatively recent expansion, the opportunity
to invest in the enlarged asset base and
continued balance sheet optimisation
through deleveraging.
Executive Director remuneration
inrespectofthe 2025 financial year
2025 salary
Under our Policy, the Committee conducts
an annual review of Executive Director
salaries. When determining salary increases,
the Committee considers individual and
Company performance, the scope of the
role, market positioning, and the need
to retain Executive Directors of the right
calibre and with the required experience
and skills to execute the business strategy.
The Committee is of the view that both
Executive Directors continue to perform
very strongly and have been instrumental in
achieving the growth delivered this year. The
Committee took into account the expanded
scope of Manjit Dhillon’s role which, from
6 January 2025, includes the position of
Executive Chair of Helios Towers Oman in
addition to his responsibilities as Group CFO.
To understand market positioning, the
Committee engaged PwC to conduct a
remuneration benchmarking exercise for
the Executive Directors, comparing them
against FTSE 350 and small cap companies
with similar market capitalisation and
with significant overseas operations. This
exercise positioned the Group CEO and
Group CFO at 90–95% of the market median
salary and target total remuneration.
The Committee took these factors into
account, as well as giving consideration to
the stated aim of the Policy to align salaries
with the median of the market benchmark.
As a result, the Committee has decided
(i) to increase Tom Greenwood’s salary,
effective from 1 April 2025, by 6.5% to £689k
to align his remuneration with the market
median, and (ii) to increase Manjit Dhillon’s
salary, effective from 1 January 2025, by
9.0% to £441k to align his remuneration
with the market median and appropriately
reflect his additional responsibilities.
Most employees receive pay increases
based on several factors including individual
performance, inflation and budgeted staff
costs. The Company carefully considers pay
rises in relation to these factors. To retain
key personnel, specific targeted increases
have also been considered for certain
employees below Executive Director level.
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Helios Towers plc Annual Report
and Financial Statements 2024
1 Current view based on an ongoing wider workforce pay
review to be completed in March 2025.
With the aim of updating and aligning
wider workforce pay to market measures,
the Company commissioned an external
survey to conduct a remuneration
benchmarking exercise in all countries
where Helios Towers is present.
The Executive Directors’ salary increases
compare to an average nominal increase of
3.0%
1
for the wider UK workforce where pay
levels are broadly aligned to the market.
While the increases to the Executive
Directors’ salaries exceed the average of the
wider UK workforce this year, the average
increase that the Executive Directors have
received since their appointments is below
that of the wider UK workforce over the
same period in the case of the Group CEO,
and broadly aligned with the wider UK
workforce in the case of the Group CFO.
As such, the Committee was satisfied that
it was reasonable to proceed with the
increases for the Executive Directors.
All other remuneration arrangements for
theExecutive Directors will remain unchanged
in 2025.
2025 annual bonus
The 2025 annual bonus performance
measures and weightings are detailed
on page 105. The Committee evaluated
the annual bonus performance measures
and their respective weightings, taking
into account the Company’s heightened
focus on appropriately balancing growth
and cash flow generation. It was deemed
appropriate to amend the financial
measures and their relative weightings
compared to the previous year.
As a result, the weighting of the Adjusted
EBITDA measure has been reduced from
50% to 30%, while the weighting of the free
cash flow measure has been increased from
10% to 25%. Additionally, recurring levered
free cash flow replaces the portfolio free
cash flow measure with a weighting of 25%.
Recurring levered free cash flow measures
the Company’s cash flow generation available
for (i) discretionary capital expenditure
and other exceptional items, and (ii) capital
providers and future investments.
The non-financial annual bonus measures
and their weightings, totalling 20%, are
unchanged from those utilised in 2024.
The bonus targets are deemed commercially
sensitive and will therefore be fully disclosed
in next year’s Directors’ Remuneration Report.
In accordance with the Policy, 50% of bonus
amounts earned above target performance
will be deferred in shares for a three-year
period.
2025 LTIP award grant
The 2025 LTIP performance conditions are
detailed on page 106. The performance
measures, weightings and targets are
unchanged from the previous year, being
Adjusted EBITDA per share, ROIC, relative
total shareholder return (TSR) and the
impact scorecard. The impact scorecard
is based on three equally weighted,
quantifiable performance measures aligned
with the KPIs and targets set out in our
Sustainable Business Strategy; specifically,
population coverage (digital inclusion),
emissions per tenant (climate action) and
percentage of female staff (diversity).
The 2025 LTIP awards are expected to be
granted during the second quarter of 2025.
Following the initial three-year vesting period,
the awards will be subject to an additional
two-year holding period for the Executive
Directors, resulting in a total vesting and
holding period of five years. Share-based
schemes will be used for LTIP awards.
Changes to the Board of Directors in 2024
In April 2024, Deputy Chair and Chair of the
Technology Committee Magnus Mandersson
stepped down from the Board of Directors.
In May 2024, Helis Zulijani-Boye
resigned as a Non-Executive Director
and was succeeded by David Wassong,
a Partner at Newlight Partners LP.
In September 2024, Dana Tobak CBE,
Co-founder and CEO of Hyperoptic, was
appointed to the Board of Directors as an
Independent Non-Executive Director and
Chair of the Technology Committee.
Non-Executive Director remuneration
in respect of the 2025 financial year
Based on current roles and responsibilities,
Non-Executive Directors will receive a
nominal fee increase ranging between 3.2%
and 4.0% effective from 1 April 2025.
In line with the Policy, which entitles
Independent Non-Executive Directors
to additional fees for performing
specific and additional services, Non-
Executive Directors serving on the
Audit, Remuneration, Technology and
Sustainability committees will continue to
receive additional fees based on their roles.
This reflects the increased responsibilities
and time commitment required for
these additional services. Similarly, Sally
Ashford will continue to receive a fee for
the additional services provided in her
role as the designated Non-Executive
Director for workforce engagement.
All-employee HT SharingPlan awards
During the year, all employees were
granted a 2024 share-based award of equal
value and on the same terms regardless
of their position or the country in which
they work. The award has a three-year
vesting period subject to continued
employment and good leaver provisions.
The inaugural HT SharingPlan award,
granted in 2021, vested during the year.
Approximately 350 employees received
the vesting value of their awards.
Under the Policy, Executive Directors are not
permitted to participate in the HT SharingPlan.
Engagement with the workforce
Throughout the year, the Executive Directors
and Executive Committee members
visited all markets, taking the opportunity
to engage with colleagues and hold
roundtables with local teams to discuss
their opportunities and challenges. The
Company holds regular Group-wide town
halls, bi-annual strategy days and team
meetings to ensure consistent engagement.
Additionally, it organises functional off-site
meetings to reinforce collaboration across
markets and provides leadership training
which is developing a pipeline of leaders.
During the year, Non-Executive Board
members visited operating companies
including Tanzania, DRC, Congo Brazzaville,
South Africa, Madagascar, Senegal and
Oman. Our Tanzania team hosted a board
meeting where the entire Board had the
opportunity to spend time with employees,
discussing their experiences working for the
Company and the outlook for the business.
Furthermore, the designated Non-Executive
Director for workforce engagement, Sally
Ashford, held ‘Voice of the Employee’
sessions with the wider workforce in DRC,
Congo Brazzaville, Tanzania and the UK,
where employees had the opportunity to
express their opinions, concerns and ideas
about the workplace, including remuneration.
The Company regularly explains remuneration
practices to employees. In alignment with
the Executive Directors, all employees are
eligible for a bonus linked to salary and
performance. Subject to Board approval, all
employees have an element of long-term
share-based remuneration, including LTIPs
for senior management and key personnel.
Engagement with shareholders
The 2024 Directors’ Remuneration Report
will be subject to an advisory vote at
the AGM to be held on 15 May 2025.
The Committee will review the Policy
during 2025 to ensure that it remains fit
for purpose ahead of a binding vote on a
new Policy at the 2026 AGM. As part of
the review, the Committee will engage with
shareholders to obtain their views regarding
any material changes to the Policy.
We believe that our remuneration approach
continues to align the Executive Directors’
interests with those of our shareholders,
colleagues and wider stakeholders. We
remain committed to considering the views
of all our shareholders and we welcome any
feedback you may have on this report.
Richard Byrne
Chair, Remuneration Committee
12 March 2025
Directors’ Remuneration Report continued
92
Helios Towers plc Annual Report
and Financial Statements 2024
+2%
+9%
+10%
+14%
+11%
+0.9ppt
14,325
29,406
US$792
m
US$421
m
US$298
m
12.9
%
Sites
Adjusted EBITDA
Tenancies
Portfolio free cash flow
Revenue
ROIC
2,028
475
801
58
52
642
1,694
197
770
56
50
621
Base salary (£’000)
Fi
xed pay
V
ariable pay
T
otal
2024 2023
Annual bonus (£’000)
Benefits (£’000)
LTIP (£’000)
Pension (£’000)
1,066
223
401
36
6
402
975
157
387
35
8
388
Base salary (£’000)
Fi
xed pay
V
ariable pay
T
otal
2024 2023
Annual bonus (£’000)
Benefits (£’000)
LTIP (£’000)
Pension (£’000)
TOM GREENWOOD
GROUP CHIEF EXECUTIVE OFFICER
MANJIT DHILLON
GROUP CHIEF FINANCIAL OFFICER
At a glance
2024 highlights
KEY OBJECTIVES OF APPROACH TO REMUNERATION
Market competitive to attract and retain talent
Performance-linked incentives
Encourage outperformance
Align with shareholder interests
Align with UK corporate governance practices
Support sustainable growth
EXECUTIVE DIRECTORS’ REMUNERATION IN RESPECT OF 2024
The following table sets out the base salary, benefits, pension, annual bonus and LTIP received
bythe Executive Directors in respect of the financial year ended 31 December 2024, and 2023
for comparison.
The 2022 LTIP award concluded its performance period on 31 December 2024 with a formulaic
vesting outcome of 62.1%. The award is scheduled to vest inApril 2025.
The Group CEO and Group CFO were granted LTIP awards in respect of the 2024 financial
year, equal to 200% and 150% of their respective salaries. The performance measures
ofAdjusted EBITDA per share (30% weighting), ROIC (30% weighting), relative TSR
(20%weighting) and impact scorecard (20% weighting) are assessed over the three-year
period from 1 January 2024 to 31 December 2026. Further details of the 2024 LTIP grant
including targets and vesting ranges are disclosed onpage 101.
EXECUTIVE DIRECTORS’ SHAREHOLDING AS AT 31 DECEMBER 2024
Shareholding
requirement
% of base salary
Shareholding as at
31 Dec 2024
% of base salary
Tom Greenwood, Group CEO 200% 789%
Manjit Dhillon
1
, Group CFO 150% 120%
1 In 2022, the Committee implemented a shareholding policy designed to align the interests of Executive Directors
withthose of shareholders. This policy encourages Executive Directors to acquire and retain a substantial holding of
ordinary shares in the Company, ensuring they meet the Policy’s shareholding requirements within five years of their
appointment date.
Manjit Dhillon was appointed Group CFO on 1 January 2021 and, under the Policy, has five years to meet the shareholding
requirement. He held shares valued at 120% of salary as at 31 December 2024. However, under the shareholding
requirement policy, Manjit retains the right to sell a portion of these shares in the future, as they were acquired before
hisappointment as Group CFO.
Directors’ Remuneration Report continued
COMPANY PERFORMANCE IN 2024
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Helios Towers plc Annual Report
and Financial Statements 2024
APPLICATION OF THE REMUNERATION POLICY IN 2025
Overview of quantum
Executive Director
Base salary
Pension
% of base
salary
Annual bonus
maximum
% of base
salary
1
LTIP
maximum
% of base
salary
before
1 Jan 2025
£’000
from
1 Jan 2025
£’000
from
1 Apr 2025
£’000
Tom Greenwood 647.0 647.0 689.0 9% 175% 200%
Manjit Dhillon 404.5 441.0 441.0 9% 150% 150%
1 The annual bonus will be calculated using base salary from 1 April 2025, aligned with the practice applied
tothewiderworkforce.
2025 annual bonus operation
Performance measures and weightings:
Adjusted EBITDA
Financial
Recurring levered
free cash flow
Financial
Free cash flow
Financial
30% 25% 25%
Network performance
Non-financial
7.5%
Strategic projects
Non-financial
7.5%
International standards
Non-financial
5%
The targets and performance against them will be fully disclosed in next year’s Directors’
Remuneration Report.
50% of any bonus amounts in excess of target performance levels will be deferred in shares
with a three-year vesting period.
Further details of the 2025 annual bonus are provided on page 105.
2025 long-term incentive plan operation
Performance measures are assessed over a three-year period with the following threshold
(25%) vesting to maximum (100%) vesting ranges:
Adjusted EBITDA per share ROIC
30%
Targets:
8%–14%
3-year CAGR FY24–FY27
30%
Targets:
8%–14%
FY27
Relative TSR
20%
Targets:
Median–upper quartile performance
Impact scorecard
based on three equally weighted
sustainability measures
20%
Targets:
Population coverage: 2.5%–6.0% CAGR
Emissions per tenant: 7%–17% reduction
% female staff: 28%–32%
There is a two-year holding period post-vesting, making a five-year vesting and holding
periodin total.
Further details of the 2025 LTIP award are provided on page 106.
Malus and clawback
Cash bonuses are subject to clawback within three years, and malus can be applied to any
deferred bonus at any time before vesting.
LTIP awards can be clawed back within two years from vesting, and malus can be applied
atany time before vesting.
Directors’ Remuneration Report continued
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and Financial Statements 2024
SUMMARY OF THE DIRECTORS’ REMUNERATION POLICY
The current Policy, detailed on pages 114–122 of the 2022
Annual Report, was approved at the AGM in April 2023
with96.6% of votes in favour.
Prepared in accordance with the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations
2008 (as amended), the Policy is based on the following
principles:
– remuneration should be competitive with the market,
withabove-market pay awarded only for outperformance;
– it should attract and retain talent, particularly in the event
ofan Executive Director’s departure; and
– the design should align with the principles and governance
of other FTSE-listed companies.
The Company is committed to achieving high standards
ofcorporate governance. Therefore, the principles of the
UKCorporate Governance Code 2018 (the Code) were
considered when developing the Policy. In particular, the
Committee believes the Policy is:
– simple and in line with standard market practice for a
UK-listed company;
– clear to both participants and shareholders;
– risk-aligned, incorporating malus and clawback provisions
and allowing the Committee to overrule formulaic incentive
outcomes;
– ensuring a significant proportion of Executive Directors’ pay
is based on overall corporate performance, and particularly
long-term performance;
– aligned with Helios Towers’ culture and business strategy,
using appropriate performance measures; and
– predictable, with clearly defined limits on annual bonuses
and LTIP awards for the Executive Directors.
The Policy is intended to apply for three years, although the
Company may choose to bring a new policy to a vote before
the end of this period.
The Committee will conduct a thorough review of the Policy
during 2025 to ensure that it continues to align with the
Company’s strategic priorities, remains competitive with the
market, and supports appropriate payment of dividend
equivalents should the Company’s dividend policy evolve. The
new Policy will be subject to a binding vote at the 2026 AGM.
As part of the review, the Committee will engage with
shareholders to obtain their views regarding any material
changes to the Policy.
The following table summarises the key elements of the Policy currently in operation.
Policy item Policy and operation Maximum (% base salary) Performance measures
Salary – Broadly aligned to the median of the
marketbenchmark
– Reviewed annually
– None – None
Benefits – Market-competitive benefits including life
andmedical insurance
– Relocation allowances may be offered
whereappropriate
– None – None
Pension – 9% of base salary
– In line with wider workforce contributions
– None – None
Annual bonus – Target for Group CEO: 100% of base salary
– Target for other Executive Directors: 75%
ofbase salary
– Deferral in shares of 50% of any bonus awarded
for above-target performance
– Malus and clawback provisions apply
– Group CEO: 175%
– Other Executive
Directors: 150%
– At least 75% assessed against
financial measures
– Linear payout between
threshold (0% payout)
andtarget, and target
andmaximum
Long-term
incentive plan
– Granted annually
– Three-year vesting period
– Two-year holding period post-vest
– Performance conditions apply
– Committee discretion to adjust vesting levels,
consulting shareholders where appropriate
– Malus and clawback provisions apply
– Group CEO: 200%
– Other Executive
Directors: 150%
– Financial, shareholder return
and strategic performance
targets
– Straight-line vesting between
threshold (25% vest) and
maximum (100% vest)
– 2025 measures are Adjusted
EBITDA per share, ROIC,
relative TSR, impact scorecard
Shareholding
requirement
– Group CEO: 200% of base salary
– Other Executive Directors: 150% of base salary
– Five years to obtain the shareholding
requirement
– Retention of vested share awards expected
until achieved
– Two-year post-cessation requirement
– None – None
Non-Executive
Directors
– Annual base-fee
– Further fees for additional roles, responsibilities
and/or services
– No participation in incentive or share schemes
– No pension entitlement
– Must not exceed
the limit prescribed
within the
Company’s Articles
of Association
– None
Directors’ Remuneration Report continued
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Helios Towers plc Annual Report
and Financial Statements 2024
Annual Report on Remuneration
This section of the report provides details of the Directors’ remuneration for the financial year
ended 31 December 2024 and how we propose to apply the Policy in 2025. This full Directors’
Remuneration Report will be subject to an advisory vote at the AGM to be held on 15 May2025.
The views of shareholders and their advisory bodies are also central to our thinking. We are
committed to open dialogue with our shareholders and hope that the level of disclosure we
provide here fully explains the Committee’s decisions.
REMUNERATION COMMITTEE
Roles and responsibilities
The Committee assists the Board in determining its responsibilities related to
remuneration,including:
– establishing a formal and transparent procedure for developing executive
remunerationpolicy;
– making recommendations to the Board on policy, including setting the overarching
principles, parameters and governance framework of the Group’s Remuneration Policy;
– aligning the approach to remuneration throughout the Company with long-term
sustainablesuccess;
– determining the individual remuneration and benefits package of each Executive Director
and certain senior executives, including the Company Secretary;
– setting the remuneration for the Company Chair;
– reviewing wider workforce remuneration policies and practices when determining the
approach for executives;
– reviewing and approving the design of performance-related pay schemes; and
– ensuring compliance with the Code in relation to remuneration.
Committee attendance during 2024 is set out on pages 77 and 91. The Committee meets
at least three times a year and has formal terms of reference that can be found at
heliostowers.com/investors/corporate-governance/documents/
Membership
The Board considers the Group to be in compliance with the Code requirements relating to
Committee composition and roles; specifically, a Remuneration Committee should comprise
atleast three members who are all Independent Non-Executive Directors, and the Chair of
theBoard should not chair the Remuneration Committee.
Independent Non-Executive Director
Date of appointment
to the Committee
Richard Byrne, Remuneration Committee Chair 12 September 2019
Sir Samuel Jonah 12 September 2019
Alison Baker 12 September 2019
Sally Ashford 15 June 2020
Aligning remuneration with Company strategy
Our approach to remuneration balances short-term goals with long-term ambitions to deliver
the Company’s strategy and create shareholder value. To help the Board and the Executive
Leadership Team assess delivery against this strategy, we track progress against a number
ofKPIs and Alternative Performance Measures – see pages 12 and 52–54.
We use several of these indicators as performance measures to evaluate bonus and LTIP
awards. This approach ensures the Executive Directors’ focus is aligned with shareholders’
interests, clearly demonstrating to all stakeholders the connection between strategic success
and remuneration.
All employees with at least three months of service are eligible to receive a salary-linked annual
bonus, prorated to their time of service during the year and based on Company and individual
performance. Its purpose is to reward activities that drive near-term success. The annual
bonuses awarded to Executive Directors are based on disclosed performance measures. The
2025 annual bonus performance measures are focused on:
– operating and financial performance: Adjusted EBITDA, recurring levered free cash flow
andfree cash flow;
– customer service: network performance;
– strategic initiatives: strategic projects; and
– international standards: quality, environment, health and safety, anti-bribery and information
security management systems.
Achieving our near-term objectives sets the foundation for attaining our longer-term strategy,
generating the funds for us to invest further in our existing markets, pursue opportunities in
new markets and return capital to investors.
We grant LTIP awards to Executive Directors and other selected senior executives and key
personnel to retain and incentivise them to deliver the longer-term business plan and
sustainable long-term returns for shareholders.
The four LTIP performance measures selected to incentivise value creation, profitable growth
and sustainability are:
– Adjusted EBITDA per share: measures underlying operating performance on a per share basis;
– ROIC: evaluates asset efficiency and the effectiveness of the Group’s capital allocation;
– Relative total shareholder return: a market-based measure to assess the relative value
created for our shareholders; and
– Impact scorecard: to ensure long-term incentives are aligned to the initiatives and targets
ofour Sustainable Business Strategy.
Directors’ Remuneration Report continued
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Helios Towers plc Annual Report
and Financial Statements 2024
While the impact scorecard comprises specific sustainability-linked measures, we believe
thefinancial measures adopted for the LTIP are inherently focused on performance against
ourSustainable Business Strategy. The construction of telecommunications infrastructure and
promotion of infrastructure sharing are central to our business model, creating sustainable
value by increasing network access and population coverage while minimising the cost, waste,
environmental impact and carbon footprint of duplicated communications networks. In turn,
this provides growth and operating leverage that drives Adjusted EBITDA, recurring levered
free cash flow, free cash flow and ROIC.
Award Performance measure
Customer
service
excellence
People and
business
excellence
Sustainable
value
creation
Annual bonus Adjusted EBITDA
1
Recurring levered free cash flow
1
Free cash flow
2
Network performance
Strategic projects
International standards
LTIP Adjusted EBITDA
1
per share
ROIC
1
Relative TSR
Impact scorecard
1 Defined in the Alternative Performance Measures section on pages 52-54.
2 Defined in the management cash flow table on page 59.
To maintain the alignment of remuneration with both strategy and shareholder interests,
theCommittee will assess and adjust performance measures as and when appropriate.
Forexample, with consideration given to the Company’s increased focus on appropriately
balancing growth and cash flow generation, the Committee has decided to replace the
portfolio free cash flow performance measure with recurring levered free cash flow for the
2025 annual bonus. Additionally, the weighting of the Adjusted EBITDA measure will be
reduced to place greater emphasis on recurring levered free cash flow and free cash flow.
Main activities
The Committee met seven times during the year. The agenda items covered at these
meetingsincluded:
– the 2023 Directors’ Remuneration Report;
– the 2023 annual bonus outcome and 2024 & 2025 bonus measures, weightings and targets;
– the 2021 LTIP vest and 2024 & 2025 LTIP performance measures, weightings and targets;
– the vest of the inaugural all-employee HT SharingPlan 2021 award and 2024 award grant;
– salary increases for the Executive Directors and the wider workforce;
– a tender process for the Remuneration Committee advisory role; and
– advisory fees.
Statement on shareholder voting
The following table details the shareholder voting results approving (i) the Directors’
Remuneration Report for the year ended 31 December 2023 at the 2024 AGM, (ii) the Directors’
Remuneration Policy at the 2023 AGM, and (iii) the all-employee share plans approved by
shareholders at the 2021AGM.
Resolution Votes for Votes against
% of issued
share capital
voted Votes withheld
2024 AGM
To approve the annual statement by
theChair of the Remuneration Committee
and the Directors’ Remuneration Report
forthe year ended 31 December 2023
619,492,742
96.8%
20,564,461
3.2%
60.8% 78,196,034
2023 AGM
To approve the Directors’
RemunerationPolicy
832,070,477
96.6%
29,541,780
3.4%
82.0% 78,190,829
2021 AGM
To approve the HT Global Share
PurchasePlan
598, 307,058
100.0%
646
0.0%
59.8% –
2021 AGM
To approve the HT UK Share
Purchase Plan
598, 307,058
100.0%
646
0.0%
59.8% –
Details of service contracts and letters of appointment
The following table shows the current service contracts and terms of appointment for the
Executive Directors.
Executive Director Role
Effective date
of contract
Notice period
from Company
Notice period
from Director
Tom Greenwood Group CEO 12 Sep 2019 12 months 12 months
Manjit Dhillon Group CFO 1 Jan 2021 12 months 12 months
The Chair and Non-Executive Directors receive letters of appointment. All Non-Executive
Director appointments and subsequent reappointments are subject to annual re-election
attheAGM. Dates of the Directors’ letters of appointment are set out in the following table.
Non-Executive Director Position/role
Date of
appointment Notice period
Sir Samuel Jonah Chair of the Board 12 Sep 2019 3 months
Alison Baker Senior Independent Non-Executive Director 12 Sep 2019 3 months
Sally Ashford Independent Non-Executive Director 15 Jun 2020 3 months
Richard Byrne Independent Non-Executive Director 12 Sep 2019 3 months
Dana Tobak Independent Non-Executive Director 16 Sep 2024 3 months
Carole Wainaina Independent Non-Executive Director 13 Aug 2020 3 months
Temitope Lawani Non-Executive Director 12 Sep 2019 3 months
David Wassong Non-Executive Director 9 May 2024 3 months
The service contracts for the Executive Directors, and terms and conditions of appointment
forNon-Executive Directors, are available for inspection by the public at the registered office
of the Company.
Directors’ Remuneration Report continued
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Helios Towers plc Annual Report
and Financial Statements 2024
REMUNERATION IN 2024
As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the Regulations), statutory figures for Helios Towers plc are reported for the
financial years ended 31 December 2023 and 2024.
As disclosed in the 2023 Annual Report, the base salaries of the Group CEO and Group CFO were increased by 3.0% on 1 April 2024, compared to an average nominal increase of 3.8% for the
wider UK workforce. The Executive Directors’ other remuneration arrangements remained unchanged and aligned with the Policy. The Committee deemed the new salaries for the Group CEO
and Group CFO to be fair and appropriate, having considered individual and Company performance, market levels, and increases to wider workforce pay.
The 2022 LTIP award, granted in April 2022, concluded its performance period on 31 December 2024 and is scheduled to vest in April 2025.
The following table shows the information mandated by the Regulations for the financial years ended 31 December 2024 and 31 December 2023.
Statutory single figure table for the Executive Directors (audited)
Base salary
£’000
Taxable
benefits
1
£’000
Other
benefits
1
£’000
Pension
2
£’000
Fixed
remuneration
£’000
Annual bonus
£’000
LTIP vesting
£’000
Variable
remuneration
£’000
Total
remuneration
£’000
Tom Greenwood, Group CEO
2024
2023
642
621
44
38
8
11
58
56
752
727
801
770
475
3
197
4
1,276
967
2,028
1,694
Manjit Dhillon, Group CFO
2024
2023
402
388
1
1
5
7
36
35
443
431
401
387
223
3
157
4
623
544
1,066
975
1 Taxable benefits received by Tom Greenwood in 2024 were worldwide medical insurance (excluding the US) and personal accident and illness insurance; Manjit Dhillon received gym membership. The other benefit received by the Executive Directors
was life insurance cover equal to 4x base salary. The most significant benefits received were medical insurance and personal accident and illness insurance, together representing 99% of taxable benefits and 76% of total benefits received.
2 The Executive Directors received a pension contribution equal to 9% of base salary, in line with the wider workforce. No Executive Director has a prospective defined benefit entitlement.
3 The 2022 LTIP award concluded its performance period on 31 December 2024 and is scheduled to vest in April 2025. The values presented are calculated based on the Company’s average closing share price on the London Stock Exchange during the
fourth quarter of 2024 (£1.02869). No portion of the estimated value is attributable to share price appreciation from the grant date to the end of the performance period.
4 The 2021 LTIP award concluded its performance period on 31 December 2023 and vested on 16 March 2024. The estimated values presented in the 2023 Annual Report were based on the average closing share price on the London Stock Exchange
during the fourth quarter of 2023 (£0.71475). The actual values shown in the single figure table above are based on the closing share price on the London Stock Exchange immediately prior to the vesting date (£0.7990) and are 11.8% higher than the
estimates previously disclosed.
Annual bonus (audited)
The Policy was applied to setting the threshold, target and maximum awards for the Executive Directors for the 2024 annual bonus scheme. The maximum bonus opportunities for the Group
CEO and Group CFO were 175% and 150% of base salary respectively, as applicable from 1 April 2024.
Name Role
Threshold performance
% of base salary
Target performance
% of base salary
Maximum performance
% of base salary
Tom Greenwood Group CEO 0%
(£0k)
100%
(£647k)
175%
(£1,132k)
Manjit Dhillon Group CFO 0%
(£0k)
75%
(£303k)
150%
(£607k)
The performance measures for the 2024 annual bonus scheme were set in the first quarter of 2024 and based on achievement against Adjusted EBITDA, portfolio free cash flow, free cash flow,
network performance, strategic projects and international standards targets.
The Committee considered the 2024 annual bonus scheme in the round, including performance measures, relative weightings, targets, value of award, performance against targets and resulting
levels of award and determined that no discretion be applied to the formulaic outcomes.
In March 2025, the Committee approved the payment of the 2024 annual bonuses. Tom Greenwood and Manjit Dhillon will receive annual bonuses equal to 124% and 99% of their salaries as of
1 April 2024 respectively. This represents 71% and 66% of their maximum bonus opportunities respectively compared to a median of 70% for the wider workforce. In accordance with the Policy
todefer 50% of any bonus received above target, 9.6% of the Group CEO’s bonus and 12.1% of the Group CFO’s bonus will be deferred in shares for three years.
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and Financial Statements 2024
The following table details the 2024 annual bonus targets and achievement against them.
Performance measure Weighting Threshold Target Maximum Actual
Group CEO Bonus
% of base salary
Group CFO Bonus
% of base salary
Adjusted EBITDA
1
(US$million) 50% 400 420 440 421.0 51.9% 39.4%
Portfolio free cash flow
2
(US$million) 20% 270 289 308 298.4 27.4% 22.4%
Free cash flow
3
(US$million) 10% 0 5 10 18.7 17.5% 15.0%
Network performance
4
7.5% 90% 95% 100% 97.7% 10.5% 8.7%
Strategic projects
5
7.5% 7.7% 6.1%
(i) Remote monitoring systems (RMS) installed and transmitting data 1.875% 8,630 9,560 10,560 10,024 2.5% 2.1%
(ii) RMS connectivity 1.875% 90% 95% 100% 95.5% 2.0% 1.5%
(iii) Tenant load positions captured 1.875% 80% 90% 100% 86.1% 1.1% 0.9%
(iv) Fuel probes installed and calibrated 1.875% 80% 90% 100% 91.4% 2.1% 1.6%
International standards
6
5% 0 accreditations
retained
n/a 5 accreditations
retained
5 accreditations
retained
8.8% 7.5%
Formulaic bonus outcome
– % of base salary
– % of maximum opportunity
123.8%
70.8%
99.0%
66.0%
1 Defined in the Alternative Performance Measures section on pages 52–54. Linear increase between Threshold and Target, and between Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 50% of base salary for the Group CEO, 37.5% of base salary for the Group CFO; and
– Maximum performance: 87.5% of base salary for the Group CEO, 75% of base salary for the Group CFO.
2 Defined in the Alternative Performance Measures section on pages 52–54. Linear increase between Threshold and Target, and between Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 20% of base salary for the Group CEO, 15% of base salary for the Group CFO; and
– Maximum performance: 35% of base salary for the Group CEO, 30% of base salary for the Group CFO.
3 Defined in the management cash flow table on page 59. Linear increase between Threshold and Target, and between Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 10% of base salary for the Group CEO, 7.5% of base salary for the Group CFO; and
– Maximum performance: 17.5% of base salary for the Group CEO, 15% of base salary for the Group CFO.
4 Based on compliance with each customer service-level agreement (SLA) in our operating subsidiaries, measured monthly throughout the year. Linear increase between Threshold and Target, and between Target and Maximum.
The performance targets and corresponding award levels are:
– Threshold performance: customer SLAs are met or exceeded for 90% or less of measurements. No award;
– Target performance: customer SLAs are met or exceeded for 95% of measurements. 7.5% of base salary for the Group CEO, 5.625% of base salary for the Group CFO; and
– Maximum performance: customer SLAs are met or exceeded for 100% of measurements. 13.125% of base salary for the Group CEO, 11.25% of base salary for the Group CFO.
5 Based on the implementation of RMS on sites, excluding sites in Oman, to monitor and control power consumption. The performance measure comprises four independently assessed elements:
(i) The number of RMS installed on sites at year-end that are transmitting a minimum level of daily data points;
(ii) The daily connectivity of RMS throughout the year or, if installed during the year, since installation;
(iii) The percentage of the sites achieved in (i) with tenant load data captured; and
(iv) The percentage of the sites achieved in (i) with generators that have fuel probes installed and calibrated.
Each element has a linear payout between Threshold and Target, and Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 1.875% of base salary for the Group CEO, 1.40625% of base salary for the Group CFO; and
– Maximum performance: 3.28125% of base salary for the Group CEO, 2.8125% of base salary for the Group CFO.
6 Based on the retention of Group-wide accreditations: ISO 9001 (Quality Management), ISO 14001 (Environmental Management), ISO 27001 (Information Security), ISO 37001 (Anti-Bribery Management) and ISO 45001 (Occupational Health & Safety):
– no accreditations retained: no award;
– one accreditation retained: 20% of target. 1.00% of base salary for the Group CEO; 0.75% of base salary for the Group CFO;
– two accreditations retained: 40% of target. 2.00% of base salary for the Group CEO; 1.50% of base salary for the Group CFO;
– three accreditations retained: 60% of target. 3.00% of base salary for the Group CEO; 2.25% of base salary for the Group CFO;
– four accreditations retained: 80% of target. 4.00% of base salary for the Group CEO; 3.00% of base salary for the Group CFO; and
– five accreditations retained: Maximum. 8.75% of base salary for the Group CEO; 7.5% of base salary for the Group CFO.
The Committee is aware of the view of some shareholders that annual bonuses should not be paid where the Company has cancelled dividends. As in prior years, no dividends will be paid in
respect of the year ended 31 December 2024 given the current opportunity to grow the business and continue to optimise the balance sheet through deleveraging. Therefore, the Committee
didnot consider it appropriate to adjust the annual bonus outcome on that basis.
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Long-term incentive plan awards vesting (audited)
The 2022 LTIP award, granted in April 2022, concluded its performance period on 31 December 2024 and is scheduled to vest in April 2025.
The 2022 LTIP award is subject to three equally weighted performance measures: Adjusted EBITDA per share, ROIC and relative TSR. The Committee considered the vesting of the award
intheround, including performance measures, relative weightings, targets, performance against targets, resulting vesting levels and resulting vesting value of the award and determined that
nodiscretion be applied to the formulaic outcome, equal to 62.1% of the initial grant.
The following table details the 2022 LTIP targets, achievement against them and the formulaic vesting outcome.
Performance measure Weighting
Threshold
25% vesting Target
Maximum
100% vesting Actual
Vesting outcome
% of performance measure
Vesting outcome
% of initial LTIP grant
Adjusted EBITDA
1
per share
3-year CAGR FY21–FY24
33.3% 8.0% Straight-line vesting
between threshold
andmaximum
14.0% 19.5%
2
100.0% 33.3%
ROIC
1
% in FY24
33.3% 8.0% Straight-line vesting
between threshold
andmaximum
14.0% 12.9%
3
86.3% 28.8%
Relative TSR
4
33.3% Median TSR of
the peer group
(68 of 136)
Straight-line vesting
between threshold
andmaximum
Ranked in upper quartile
of peer group
(34 of 136)
100 of 136 0.0% 0.0%
Formulaic vesting outcome
% of initial grant
62.1%
1 Defined in the Alternative Performance Measures section on pages 52–54.
2 Three-year CAGR calculated using (i) FY21 Adjusted EBITDA per share equal to US$0.2349 based on US$240.6million Adjusted EBITDA and 1,024.3million weighted average basic shares outstanding, and (ii) FY24 Adjusted EBITDA per share equal
toUS$0.4009 based on US$421.0million Adjusted EBITDA and 1,050.0million weighted average basic shares outstanding.
3 Calculated in the Alternative Performance Measures section on page 54.
4 Helios Towers plc’s TSR relative to the FTSE 250 Index, excluding financial services and investment trusts, based on the average share price over the three months immediately prior to the start and end of the performance period.
The following table shows the number of options granted, forfeited and vested in respect of the 2022 LTIP award for the Group CEO and the Group CFO. Per the Policy, the vested awards
aresubject to a two-year holding period post vest.
Name Role
Number of
nil-cost options
granted
Number of
nil-cost options
forfeited
Number of
nil-cost options
prior to vest
Proportion of
nil-cost options
vesting
Number of
nil-cost options
vesting
Vesting value of
nil-cost options
1
£’000
Tom Greenwood Group CEO 743,421 – 743,421 62.1% 461,544 475
Manjit Dhillon Group CFO 348,478 – 348,478 62.1% 216,348 223
1 The 2022 LTIP award is scheduled to vest in April 2025. Values are estimated using the average closing share price on the London Stock Exchange during the fourth quarter of 2024 (£1.02869). No portion of the estimated value is attributable to share
price appreciation from the grant date to the end of the performance period.
Deferred bonus share awards vesting
In accordance with the previous Policy, 50% of the Executive Directors’ annual bonuses received above target in respect of the financial year ended 31 December 2021 was deferred in shares
forthree years. As a result, Tom Greenwood and Manjit Dhillon will receive 16,577 and 13,187 shares, respectively, when the deferral period ends in March 2025. Tom Greenwood’s bonus deferral
inrespect of the financial year ended 31 December 2021 relates to his previous role as Group COO.
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and Financial Statements 2024
Scheme interests awarded in the year (audited)
2024 long-term incentive plan award grants
In May 2024, the 2024 LTIP awards were granted to Executive Directors and other selected senior personnel of the Company. This is to ensure they are retained and incentivised to deliver the
longer-term business strategy and sustainable long-term returns for shareholders.
The awards were granted in the form of nil-cost options. The maximum LTIP awards granted for the 2024 financial year are 200% of salary for the Group CEO and 150% of salary for the Group
CFO. Thequantum awarded to employees below Board level is based on an appropriate cascade.
The values of the awards granted to the Executive Directors are detailed in the following table.
Name Role Award type
Base salary
£’000
Face value of 2024 LTIP award Number of
nil-cost options
granted
1
% of base salary £’000
Tom Greenwood Group CEO Conditional 647.0 200% 1,294 1,810,424
Manjit Dhillon Group CFO Conditional 404.5 150% 606.8 848,899
1 Calculated using a reference share price of £0.71475, equal to the arithmetic average of the closing prices on the London Stock Exchange during fourth quarter of 2023.
The 2024 LTIP awards are scheduled to vest in March 2027, subject to performance measures assessed over a three-year period from 1 January 2024 to 31 December 2026. Each performance
measure for the LTIP is assessed independently. In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard comprising quantifiable performance measures is included
to align long-term incentives with the Company’s Sustainable Business Strategy. The scorecard incorporates three equally weighted performance targets related to digital inclusion, climate action
and diversity (see pages 13–21).
In accordance with the Policy, awards are subject to a two-year holding period post vest, making a five-year vesting and holding period in total.
The following table sets out the 2024 LTIP award performance measures, weightings and targets.
Performance measure Purpose Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Adjusted EBITDA
1
per share
3-year CAGR FY23–FY26
Measure of profitability Adjusted EBITDA on a per share basis 30% 8% Straight-line vesting
between threshold
andmaximum
14%
ROIC
1
% in FY26
Measure of efficiency ROIC is calculated as annualised portfolio free cash
flow divided by invested capital
30% 8% Straight-line vesting
between threshold
andmaximum
14%
Relative TSR Measure of relative
shareholder value creation
Helios Towers plc’s TSR relative to the FTSE 250 Index,
excluding financial services and investment trusts,
based on the average share price over a three-month
period immediately prior to the start and end of the
performance period
20% At least the median
ofthe peer group
Straight-line vesting
between threshold
andmaximum
Ranked in the upper
quartile of the peer
group
Impact scorecard Measure of progress against
targets included in the
Company’s Sustainable
Business Strategy
Scorecard components:
– Digital inclusion: population coverage
2
– Climate action: emissions per tenant
3
– Diversity: % female staff
4
20%
6.7%
6.7%
6.7%
+2.5% CAGR
(7%)
28%
Straight-line vesting
between threshold
andmaximum
+6% CAGR
(17%)
32%
1 Defined in the Alternative Performance Measures section on pages 52-54.
2 Increase from 2023 levels.
3 Reduction from 2023 levels.
4 At 31 December 2026.
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and Financial Statements 2024
2023 annual bonus deferral
As reported in the 2023 Directors’ Remuneration Report and in accordance with the Policy, 50% of Executive Director bonuses received above target in respect of the financial year ended
31 December 2023 were deferred in shares for three years. The deferred bonus awards, scheduled to vest in March 2027, are set out in the following table:
Name Role Award type
Value of 2023
annual bonus
£’000
% of 2023 annual
bonus deferred in
shares
Face value of
deferred shares
£’000
Number of
deferred shares
1
Tom Greenwood Group CEO Deferred shares 770.3 9.2% 71.2 85,373
Manjit Dhillon Group CFO Deferred shares 387.4 12.0% 46.5 55,797
1 Calculated based on a share price of £0.83367, equal to the average purchase price achieved by the Employee Benefit Trust to acquire the shares underlying the awards.
Changes to scheme interests during the year
In relation to outstanding scheme interests previously granted, there were no changes to the number of shares and/or share options granted or offered, nor the main conditions fortheexercise
ofthe rights, including the exercise price and date and any change thereof, during the financial year ended 31 December 2024.
Single figure table for Non-Executive Directors (audited)
The following table sets out the total remuneration for Non-Executive Directors and the Chair of the Board for the financial years ended 31 December 2024 and 2023.
As disclosed on page 117 of the 2023 Annual Report, Non-Executive Director fees increased by 3% with effect from 1 April 2024.
In line with the Policy whereby Independent Non-Executive Directors are entitled to additional fees if they are required to perform any specific additional services, Non-Executive Directors
received additional fees for their roles serving on the Audit, Remuneration, Technology and Sustainability committees. Directors do not receive fees for serving on the Nomination Committee.
Sally Ashford’s annual fee for her role as the designated Non-Executive Director for workforce engagement increased from £17k to £17.5k with effect from 1 April 2024.
The Chair of the Board only receives an annual fee and no additional fees for serving on Committees. Non-Executive Directors representing certain legacy institutional shareholders
donotreceivefees.
Name Position/role Board Committee Chair position
2024 2023
Fixed fees
£’000
Variable fees
£’000
Total fees
1
£’000
Fixed fees
£’000
Variable fees
£’000
Total fees
1
£’000
Sir Samuel Jonah Chair of the Board Nomination Committee Chair 294.4 – 294.4 276.0 – 276.0
Alison Baker Senior Independent Non-Executive Director Audit Committee Chair 125.6 – 125.6 111.9 – 111.9
Sally Ashford
2
Independent Non-Executive Director 111.7 – 111.7 102.6 – 102.6
Richard Byrne Independent Non-Executive Director Remuneration Committee Chair 115.2 – 115.2 106.0 – 106.0
Dana Tobak
3
Independent Non-Executive Director Technology Committee Chair 27.7 – 27.7 – – –
Carole Wamuyu Wainaina Independent Non-Executive Director Sustainability Committee Chair 104.8 – 104.8 92.4 – 92.4
Temitope Lawani Non-Executive Director – – – – – –
David Wassong
4
Non-Executive Director – – – – – –
Magnus Mandersson
5
Former Director 41.3 – 41.3 113.6 – 113.6
Helis Zulijani-Boye
4
Former Director – – – – – –
1 No taxable benefits were paid to the Non-Executive Directors during the year; therefore, the figures above are total payments.
2 Sally Ashford’s figure includes an additional fee for her role as the designated Non-Executive Director for workforce engagement.
3 Dana Tobak was appointed to the Board of Directors on 16 September 2024.
4 Helis Zulijani-Boye resigned as a Non-Executive Director on 9 May 2024 and was replaced by David Wassong, a Partner at Newlight Partners LP.
5 Magnus Mandersson resigned from the Board of Directors on 25 April 2024.
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and Financial Statements 2024
Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of the Directors and connected persons in shares owned outright or vested as at 31 December 2024. There have been no changes to the Directors’
shareholdings and share interests between 31 December 2024 and the publication of this report.
In 2022, the Committee implemented a shareholding policy designed to align the interests of Executive Directors with those of shareholders. This policy encourages Executive Directors to
acquire and retain a substantial holding of ordinary shares in the Company, ensuring they meet the Policy’s shareholding requirements within five years of their appointment date.
Under the Policy, the shareholding requirements for the Group CEO and Group CFO are 200% and 150% of salary respectively. Tom Greenwood met his Group CEO requirement as at
31 December 2024, holding 789% of salary
1
. Manjit Dhillon was appointed Group CFO on 1 January 2021 and, under the Policy, has five years to attain the shareholding requirement.
Asat31 December 2024, Manjit held shares with a value equivalent to 120% of salary
1
; however, he has the right to sell a portion of these shares under the shareholding policy (otherthan deferred
bonus shares and vested options subject to performance) because they were attained prior to his appointment as Group CFO.
1 Calculated as the sum of shares held outright, deferred bonus shares, legacy incentive plan options and vested options subject to performance, multiplied by the closing price on the London Stock Exchange on 31 December 2024 (£0.915) and divided
by base salary.
Director Role Shares owned outright
Deferred bonus shares
1
(unvested)
Legacy incentive plan
options
2
(vested)
Options subject to
performance
3
(vested)
Options subject to
performance
4
(unvested)
Total interest
(shares and options)
Executive Directors
Tom Greenwood Group CEO 5,477,990
5
101,950 – – 3,672,388 9,252,328
Manjit Dhillon Group CFO 160,825 68,984 49,653 249,345 1,721,694 2,250,501
Non-Executive Directors
Sir Samuel Jonah Chair of the Board – – – – – –
Alison Baker Senior Independent Non-Executive Director 45,579 – – – – 45,579
Sally Ashford Independent Non-Executive Director – – – – – –
Richard Byrne Independent Non-Executive Director 1,000,000
6
– – – – 1,000,000
Dana Tobak Independent Non-Executive Director – – – – – –
Carole Wamuyu Wainaina Independent Non-Executive Director – – – – – –
Temitope Lawani Non-Executive Director – – – – – –
David Wassong Non-Executive Director – – – – – –
Magnus Mandersson Former Director – – – – – –
Helis Zulijani-Boye Former Director – – – – – –
1 50% of any bonuses awarded for above-target performance are deferred for three years in shares.
2 Legacy incentive plan nil-cost options that have vested and are exercisable.
3 Options received from vested LTIP awards.
4 The 2022, 2023 and 2024 LTIP awards, granted in April 2022, May 2023 and May 2024 respectively, were unvested as at 31 December 2024.
5 Tom Greenwood exercised 511,977 vested options subject to performance during the financial year ended 31 December 2024. The underlying shares were retained in full and, under the Policy, remain subject to holding periods post vesting.
6 Comprises (i) 62,067 shares owned directly, (ii) 217,714 shares purchased by The Richard Byrne 2024 Irrevocable Trust purchased on the London Stock Exchange on 5 December 2024, and (iii) 720,219 shares transferred from Richard Byrne’s
ownershipto RBIT2024, LLC on 18 December 2024.
Payments to past Directors (audited)
Kash Pandya, former CEO and former Non-Executive Deputy Chair, retired and stood down from the Board during the financial year ended 31 December 2022. In accordance with the previous
Policy, Kash retained his deferred bonus share awards following his retirement with unchanged vesting dates. 50% of the annual bonus received above target in respect of the financial year
ended 31 December 2021 was deferred in shares for three years. As a result, Kash will receive 19,408 shares with a value of £20k
1
when the deferral period ends in March 2025.
1 Based on the Company’s average closing share price on the London Stock Exchange during the fourth quarter of the 2024 financial year (£1.02869).
Payments for loss of office (audited)
There were no payments for loss of office during the financial year ended 31 December 2024 (2023: £0).
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and Financial Statements 2024
APPLICATION OF THE REMUNERATION POLICY IN 2025
Base salary
Under the Policy, the Committee conducts an annual review of Executive Director salaries.
When determining salary increases, the Committee considers many factors including:
– Market positioning;
– Scope of the role including additional responsibilities;
– Retention of Executive Directors of the right calibre and with the required experience
andskills to execute the business strategy;
– Individual and Company performance; and
– Wider workforce pay increases.
The Committee is of the view that both Executive Directors continue to perform very strongly
in their roles and have been critical to the growth delivered this year. The Committee took into
account the expanded scope of Manjit Dhillon’s role, which from 6 January 2025 includes
Executive Chair of Helios Towers Oman in addition to his role as Group CFO.
To understand market positioning the Committee engaged PwC to conduct a remuneration
benchmarking exercise for the Executive Directors against FTSE 350 and small cap companies
of a comparable market capitalisation and with significant overseas operations. This exercise
positioned the Group CEO and Group CFO at 90–95% of the market median salary and target
total remuneration.
The Committee took these factors into account, as well as giving consideration to the stated
aim of the Policy to align salaries with the median of the market benchmark. As a result the
Committee has decided:
– to increase Tom Greenwood’s salary, effective from 1 April 2025, by 6.5% to £689k toalign
his remuneration with the market median; and
– to increase Manjit Dhillon’s salary, effective from 1 January 2025 by 9.0% to£441k toalign his
remuneration with the market median and appropriately reflect his additional responsibilities.
The annual base salaries for the Executive Directors are shown in the following table.
Name Role
Base salary £’000
Before
1 January 2025
From
1 January 2025
From
1 April 2025
Nominal
increase %
Tom Greenwood Group CEO 647.0 647.0 689.0 +6.5%
Manjit Dhillon Group CFO 404.5 441.0 441.0 +9.0%
Most employees receive pay increases based on a number of factors including individual
performance, inflation and budgeted staff costs. The Company carefully considers pay rises in
relation to these factors. To retain key personnel, specific targeted increases have also been
considered for certain employees below Executive Director level.
With the aim of updating and aligning wider workforce pay to market measures, the Company
commissioned an external survey to conduct a remuneration benchmarking exercise in all
countries where Helios Towers is present.
The Executive Directors’ salary increases compare to an average nominal increase of 3.0%
1
forthe wider UK workforce where pay levels are broadly aligned to market levels.
While the increases to the Executive Directors’ salaries exceed the average of the wider UK
workforce this year, the average increase that the Executive Directors have received since their
appointments is below that of the wider UK workforce over the same period in the case of the
Group CEO, and broadly aligned with the wider UK workforce in the case of the Group CFO. As
such, the Committee was satisfied that it was reasonable to proceed with the increases for the
Executive Directors.
All other remuneration arrangements for the Executive Directors will remain unchanged
in2025.
The Committee will continue to review salaries annually going forward.
1 Current view based on an ongoing wider workforce pay review to be completed in March 2025.
Pension
In accordance with Provision 38 of the Code, Executive Directors receive a pension
contribution equal to 9% of base salary, in line with the wider workforce.
Benefits
Executive Directors are eligible for benefits including:
– worldwide medical insurance;
– personal accident and illness insurance;
– life insurance coverage equal to 4x base salary;
– gym membership; and
– 25 days’ annual leave.
Directors’ Remuneration Report continued
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and Financial Statements 2024
Annual bonus
For the 2025 financial year and in accordance with the Policy, the maximum annual bonus
opportunities for the Group CEO and Group CFO are set out in the following table.
The levels of bonus awarded are subject to financial and non-financial performance measures
assessed over the 2025 financial year. They are calculated on a straight-line basis between
threshold and target performance, and target and maximum performance.
In accordance with the Policy, 50% of bonus amounts earned above target performance will
bedeferred in shares for a three-year period.
Name Role
Annual bonus (% of base salary)
Threshold
performance
Target
performance
Maximum
performance
Tom Greenwood Group CEO 0% 100% 175%
Manjit Dhillon Group CFO 0% 75% 150%
The Committee evaluated the annual bonus performance measures and their respective
weightings, taking into account the Company’s heightened focus on appropriately balancing
growth and cash flow generation. It was deemed appropriate to amend the financial measures
and their relative weightings compared to the previous year. As a result, the Committee
decided:
– to reduce the weighting of the Adjusted EBITDA performance measure from 50% to 30%.
– to increase the weighting of the free cash flow performance measure from 10% to 25%.
– to replace the portfolio free cash flow performance measure with recurring levered free cash
flow and apply a weighting of 25%. Recurring levered free cash flow measures the
Company’s cash flow generation available for (i) discretionary capital expenditure and other
exceptional items, and (ii) capital providers and/or future investments.
The non-financial annual bonus performance measures and their weightings are unchanged
from those utilised in 2024, being network performance, strategic projects and international
standards.
The bonus performance measures and weightings for the 2025 financial year, are set out
inthefollowing table.
The Committee approved the targets in March 2025, however they are considered
commercially sensitive and will therefore be disclosed in full in next year’s Directors’
Remuneration Report, around the time when the bonuses are paid.
Performance measure Weighting Rationale for inclusion as a performance measure
Adjusted EBITDA
1
(financial)
30% Measures operating performance by eliminating differences
caused by changes in capital structures (affecting interest
and finance charges), tax positions (such as the impact on
periods or companies of changes in effective tax rates or net
operating losses) and the age and booked depreciation on
assets. Adjustments are made for certain items that the
Company believes are not indicative of underlying trading
performance.
Recurring levered free
cash flow
1
(financial)
25% Measures the cash flow generated by the business
operations after expenditure incurred on maintaining capital
assets, lease liabilities, taxes, net payment of interest and
change in working capital.
It is a measure of the Company’s cash flow generation
available for (i) discretionary capital expenditure and other
exceptional items, and (ii) capital providers and/or future
investments.
Free cash flow
2
(financial)
25% Free cash flow excludes cash flow from financing activities
and transactions with non-controlling interests.
It is a measure of the Company’s cash flow generation
available forcapital providers and/or future investments.
Network performance
(non-financial)
7.5% A key operational performance measure of the uptime of
oursite network relative to levels specified in our customer
service-level agreements.
Strategic projects
(non-financial)
7.5% Achievement of certain strategic initiatives identified for
implementation during the financial year.
International standards
(non-financial)
5% Implementing and maintaining internationally recognised
systems and processes, measured by the retention of our five
ISO accreditations: ISO 9001 (Quality Management), ISO
14001 (Environmental Management), ISO 27001 (Information
Security), ISO37001 (Anti-Bribery Management) and ISO
45001 (Occupational Health & Safety).
1 Defined in the Alternative Performance Measures section on pages 52-54.
2 Defined in the management cash flow table on page 59.
Directors’ Remuneration Report continued
Financial StatementsGovernance ReportStrategic Report
105
Helios Towers plc Annual Report
and Financial Statements 2024
Long-term incentive plan awards
In March 2025, the Committee approved the performance measures, weightings and targets for the 2025 LTIP awards to be granted to the Executive Directors and other senior employees.
The awards are designed to ensure these key personnel are retained and incentivised to deliver the longer-term business strategy and sustainable long-term returns for shareholders.
The 2025 LTIP awards are expected to be granted during the year in the form of nil-cost options. The Committee intends to calculate the number of options granted using the Company’s average
closing share price on the London Stock Exchange during the fourth quarter of the previous financial year, being £1.02869 in Q4 2024.
Aligned to the Policy, the maximum LTIP awards granted for the 2025 financial year are 200% and 150% of salary for the Group CEO and the Group CFO respectively. The quantum awarded to
senior employees below Board level is based on an appropriate cascade.
The 2025 LTIP awards will be scheduled to vest in 2028, subject to performance measures that will be assessed over a three-year period between 1 January 2025 and 31 December 2027.
Eachperformance measure is assessed independently. In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard condition is included to align incentives with the
Company’s Sustainable Business Strategy. The scorecard incorporates three equally weighted performance targets related to digital inclusion, climate action and diversity (see pages 13–21).
In accordance with the Policy, the awards will be subject to a two-year holding period post-vesting, making a five-year vesting and holding period in total. Malus and clawback apply.
The values of the awards to be granted to the Executive Directors are set out in the following table.
Name Role Award type
Face value of 2025 LTIP award
Base salary £’000 % of base salary £’000
Tom Greenwood Group CEO Conditional 689.0 200% 1,378.0
Manjit Dhillon Group CFO Conditional 441.0 150% 661.5
The following table details the 2025 LTIP award performance measures, their weightings and their vesting target ranges.
Performance measure Purpose Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Adjusted EBITDA
1
per share
3-year CAGR FY24–FY27
Measure of profitability Adjusted EBITDA on a per share basis 30% 8% Straight-line vesting
between threshold
andmaximum
14%
ROIC
1
% in FY27
Measure of efficiency ROIC is calculated as annualised portfolio free cash flow
divided by invested capital
30% 8% Straight-line vesting
between threshold
andmaximum
14%
Relative TSR Measure of relative
shareholder value creation
Helios Towers plc’s TSR relative to the FTSE 250 Index,
excluding financial services and investment trusts, based on
the average share price over a three-month period immediately
prior to the start and end of the performance period
20% Ranked at least the
median of the peer
group
Straight-line vesting
between threshold
andmaximum
Ranked in the
upper quartile of
the peer group
Impact scorecard Measure of progress against
targets included in the
Company’s Sustainable
Business Strategy
Scorecard components:
– Digital inclusion: population coverage
2
– Climate action: emissions per tenant
3
– Diversity: % female staff
4
20%
6.7%
6.7%
6.7%
+2.5% CAGR
(7%)
28%
Straight-line vesting
between threshold
andmaximum
+6% CAGR
(17%)
32%
1 Defined in the Alternative Performance Measures section on pages 52-54.
2 Increase from 2024 levels.
3 Reduction from 2024 levels.
4 At 31 December 2027.
Directors’ Remuneration Report continued
106
Helios Towers plc Annual Report
and Financial Statements 2024
Chair and Non-Executive Directors’ fees
It is important that the Company can offer a competitive fee to the Chair and Non-Executive
Directors given the scarcity of relevant skills in a specialised and international industry. The
Chair and Non-Executive Directors’ fees, detailed in the following table, will increase effective
from 1 April 2025.
Position/role
Fees £’000
Before
1 April 2025
From
1 April 2025
Nominal
increase %
Chair of the Board 296.5 306.5 +3.4%
Independent Non-Executive Director fee 74.0 76.5 +3.4%
Non-Executive Director fee
1
– – –
Additional fee for Senior Independent Director 21.0 21.5 +2.4%
Additional fee for Board Committee Chair
2
21.0 21.5 +2.4%
Additional fee for committee membership
2
10.5 11.0 +4.8%
1 Relates to the Non-Executive Directors representing certain legacy institutional shareholders; Temitope Lawani (Lath)
and David Wassong (Quantum).
2 Excludes the Nomination Committee Chair and member roles for which no fees are received by the Non-Executive
Directors.
The Chair of the Board only receives an annual fee and no additional fees for serving on
committees. Non-Executive Directors representing certain legacy institutional shareholders
donotreceivefees.
Non-Executive Directors are entitled to an additional fee if they are required to perform any
specific additional services. Sally Ashford’s additional annual fee for her role as the designated
Non-Executive Director for workforce engagement will increase from £17.5k to £18.5k, effective
from 1 April 2025.
Based on their current roles and responsibilities, the fee increases detailed above will result in
the Non-Executive Directors receiving nominal fee increases ranging between 3.2% and 4.0%
on 1 April 2025 when they become effective.
The aggregate fees paid to the Non-Executive Directors remain within the cap for Directors’
fees permitted under our Articles of Association.
The Chair and Non-Executive Directors’ fees will continue to be reviewed annually.
OTHER REMUNERATION ITEMS
Engagement with shareholders
In 2023, the Chair of the Remuneration Committee Richard Byrne wrote to the Company’s
remaining pre-IPO shareholders and its 20 largest post-IPO active shareholders to set out and
solicit feedback on the Committee’s intentions, including with regards to the Remuneration
Policy approved by shareholders at the 2023 AGM and currently in operation.
The Committee will conduct a thorough review of the Policy during 2025 to ensure that it
continues to align with the Company’s strategic priorities, remains competitive with the market,
and supports appropriate payment of dividend equivalents should the Company’s dividend
policy evolve. The new Policy will be subject to a binding vote at the 2026 AGM. As part of the
review, the Committee will engage with shareholders to obtain their views regarding any material
changes to the Policy.
Engagement with the workforce
Throughout the year, the Executive Directors and Executive Committee members visited all
markets, taking the opportunity to talk to colleagues and holding roundtables with local teams
to discuss their plans for growth. The Company holds regular Group-wide town halls, strategy
days and team meetings tomaintain regular engagement with our teams and to further embed
its Sustainable Business Strategy. The Company also holds functional off-site meetings to
further reinforce collaboration across markets, and leadership training is developing a pipeline
of leaders within the Group and enhancing overall Company performance.
The Company’s 2024 Employee Engagement Survey, conducted in July 2024 by an
independent consultancy, received a 100% response rate and an employee engagement score
of 86%. The Board and senior management are working to address key areas of survey
feedback to further improve employees’ experience working for Helios Towers.
Non-Executive Board members visited operating companies including Tanzania, DRC, Congo
Brazzaville, South Africa, Madagascar, Senegal and Oman in 2024. The Tanzania team hosted
aboard meeting where the entire Board had the opportunity to spend time with employees
discussing their experiences working for the Company and the outlook for the business.
In her role as the designated Non-Executive Director for workforce engagement, Sally Ashford
continued to hold regular ‘Voice of the Employee’ sessions with senior management and the
wider workforce, including visits to meet with employees in DRC, Congo Brazzaville, Tanzania
and the UK. During these sessions, employees can express their opinions, concerns and ideas
about the workplace, including remuneration. Sally will continue her workforce engagement
activities in 2025, including considering wider workforce pay conditions and remuneration
practices.
The Company regularly explains remuneration practices to employees. In alignment with the
Executive Directors, all employees with at least three months of service are eligible for an
annual bonus linked to salary and performance. Subject to Board approval, all employees
receive an element of long-term share-based remuneration, including LTIP awards for senior
management and key personnel.
HT SharingPlan: the all-employee share-based incentive scheme
The Board granted new HT SharingPlan awards during 2024, enabling all employees to
continue to receive an element of share-based remuneration linked to the performance of the
Company share price. Each employee was granted an award with the same value and on
identical terms, regardless of their role or location. The Board granted free awards in the form
of notional shares that track the value of Helios Towers plc’s ordinary shares. The 2024 award
has a three-year vesting period, subject to continued employment and good leaver provisions.
In its fourth year of operation, the inaugural HT SharingPlan award, granted in 2021, vested
during the year. Approximately 350 employees received the vesting value of their awards
through payroll.
The Board thanks shareholders for approving the HT Global Share Purchase Plan in 2021,
whichhas enabled us to grant share-based awards equally to all employees. In line with the
Policy, ExecutiveDirectors do not participate in the HT SharingPlan.
Dilution limits
The Company’s all-employee share plans and discretionary employee share plans are subject
to dilution limits that are aligned to market practice. Awards cannot be granted if the
cumulative number of shares issued, or committed to be issued, under employee share plans
exceeds 10% of the ordinary share capital of the Company in any 10-year rolling period. An
equivalent 5% dilution limit applies to discretionary employee share plans.
Directors’ Remuneration Report continued
Financial StatementsGovernance ReportStrategic Report
107
Helios Towers plc Annual Report
and Financial Statements 2024
Percentage change in Directors’ remuneration of Directors versus employee average
The following table shows the year-on-year (YoY) percentage change in Directors’ remuneration compared to that of the Company’s employees in respect of the financial years 2020 to 2024.
Forcomparability, annualised figures are used where appropriate; for example, where aDirector was appointed to or resigned from the Board, or an employee began their employment,
duringafinancial year.
In addition to the 3% nominal increase to the Chair and Non-Executive Directors’ fees effected from 1 April 2024, the 7–13% range of fee increases for the Chair and Non-Executive Directors in
2024 reflects the full-year impact of:
– a 20% nominal fee increase effected from 1 April 2023, being the first fee increase since the inaugural Policy was approved in April 2020 and reflecting the increased time commitment that
theChair and Non-Executive Directors are being asked to dedicate to the Company due to the rise in governance demands, as well as the increased scale of the business since the IPOin 2019;
– additional fees received by certain Non-Executive Directors for serving on the two recently established Technology and Sustainability Committees, such fees being commensurate with those
received for serving on the Audit and Remuneration Committees, to reflect the increased responsibilities and time commitment required for providing these additional services; and
– Alison Baker’s appointment as Senior Independent Non-Executive Director whereby she has received an additional annual fee since 1 May 2023.
Director/employees
YoY % increase/(decrease) in 2024 YoY % increase/(decrease) in 2023 YoY % increase/(decrease) in 2022 YoY % increase/(decrease) in 2021 YoY % increase/(decrease) in 2020
Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus Salary/fees
Taxable
benefits Bonus
Tom Greenwood
1
+3% +14% +4% +13% +10% +53% +25% +14% +36% +24% +17% +20% – +5% (16%)
Manjit Dhillon
2
+3% (1%) +3% +5% (50%) +38% +5% n/a (5%) n/a n/a n/a n/a n/a n/a
Sir Samuel Jonah +7% – – +15% – – – – – – – – – – –
Alison Baker +12% – – +31% – – – – – +2% – – +10% – –
Sally Ashford
3
+9% – – +20% – – – – – – – – n/a n/a n/a
Richard Byrne +9% – – +24% – – – – – +2% – – +10% – –
Dana Tobak
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Carole Wamuyu Wainaina
3
+13% – – +35% – – – – – – – – n/a n/a n/a
Temitope Lawani
5
– – – – – – – – – – – – – – –
David Wassong
5
– – – n/a n/a n/a – – – – – – – – –
Helis Zulijani-Boye
5
– – – – – – n/a n/a n/a n/a n/a n/a n/a n/a n/a
Magnus Mandersson
6
+9% – – +33% – – – – – +2% – – +10% – –
Helios Towers plc employees
7
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Group employees
8
+4% +14% +8% +9% +12% +22% +6% +9% +4% +3% +22% +3% +3% +10% +8%
1 Tom Greenwood’s 14% increase in taxable benefits in 2024 is due to an increase in personal accident and illness insurance premiums.
Tom Greenwood’s 13% year-on-year salary increase in 2023 includes the full-year impact of the increase to his salary when he was appointed Group CEO (fromGroup COO previously) in April 2022, as well as a 4.7% salary increase from 1 April 2023
compared to a median nominal employee increase of 9%. The full-year impact of Tom’s salary increase and his higher target bonus as the new Group CEO, combined with a higher 2023 annual bonus performance outcome vs. target, resulted in a 53%
year-on-year increase in his annual bonus in 2023 compared to 2022.
Tom Greenwood’s increase in 2022 reflects the change to his salary in April 2022 when he was appointment Group CEO (from COO previously). The 14% increase in taxable benefits in 2022 is due to an increase in worldwide medical insurance premiums
paid in US Dollars, combined with Sterling exchange rate movements.
Tom Greenwood’s increase in 2021 reflects the change to his salary from January 2021 following his appointment as Group COO (from Group CFO previously).
2 Manjit Dhillon was appointed Group CFO on 1 January 2021; comparative prior-year information is not available. Manjit did not receive any benefits in 2021; therefore, the 2022 year-on-year increase is not measurable.
3 Sally Ashford and Carole Wamuyu Wainaina were appointed to the Board of Directors during 2020; comparative prior-year information is not available.
4 Dana Tobak was appointed to the Board of Directors on 16 September 2024; comparative prior-year information is not available.
5 Non-Executive Directors representing legacy institutional shareholders: Temitope Lawani (Lath) and David Wassong (Quantum, represented by Helis Zulijani-Boye from March 2022 to May 2024) do not receive remuneration for their Directorship roles
on the Board. Helis Zulijani-Boye stepped down from the Board of Directors on 9 May 2024.
6 Magnus Mandersson stepped down from the Board of Directors on 25 April 2024; the 2024 year-on-year percentage change in fees is shown on an annualised basis for comparability.
7 Helios Towers plc, the parent company of the Group, did not have any employees during the financial years presented.
8 Median percentage increase for employees of Helios Towers Group companies where prior-year comparator information is available.
Directors’ Remuneration Report continued
108
Helios Towers plc Annual Report
and Financial Statements 2024
Relative importance of expenditure on pay
The following table shows the Company’s expenditure on pay compared to shareholder
distributions by way of dividend and share buyback.
2024
US$m
2023
US$m
Year-on-year
% change
Dividends – – –
Share buybacks – – –
Total employee pay
1
46.8 41.5 +12.7%
1 Total employee pay comprises wages, salaries and employer social security contributions.
CEO pay ratio and gender pay gap
With fewer than 250 UK employees, Helios Towers is not required at this stage to report or
disclose our ratio of CEO to median employee pay, or gender pay gap information.
However, the Committee fully supports the focus on wider workforce pay and conditions, and
is committed to take this into consideration when making decisions on executive remuneration.
We are also mindful of shareholder expectations to promote fair and equal treatment of male
and female employees in relation to remuneration, ensuring employees receive equal pay for
performing the same job to the same standards. In the interest of transparency, the Company
voluntarily discloses gender pay gap information on its website at heliostowers.com/join-us/
diversity-inclusion/
We regularly review pay rates throughout the Group and will keep our approach to disclosing
apay ratio and gender pay gap information under review over the coming years.
Historic CEO remuneration
The following table shows the CEO’s remuneration since the financial year ended
31 December2019.
Remuneration item 2024 2023 2022 2021 2020 2019
CEO single figure total remuneration (£’000)
Group CEO, Tom Greenwood 2,028 1,694 1,419
Former CEO, Kash Pandya 865 1,420 1,323 292
1
Annual bonus (% of maximum opportunity)
Group CEO, Tom Greenwood 71% 70% 55%
Former CEO, Kash Pandya 56% 62% 64% 74%
LTIP vesting (% of maximum opportunity)
Group CEO, Tom Greenwood 62% 59% 60%
Former CEO, Kash Pandya – – – –
1 The single figure of total remuneration for 2019 relates to the period from 18 October 2019, when the Company listed
onthe London Stock Exchange, to 31 December 2019.
Advice to the Committee
Members of the Executive Leadership Team are invited to attend the Committee’s meetings
when appropriate, except when their own remuneration is under discussion. During the year,
the Group CEO, Group CFO, General Counsel andCompany Secretary, and the Group Director
of People, Organisation and Development attended specific meetings at the Committee’s
invitation.
In 2024, the Committee retained PwC to provide independent advice on remuneration matters.
PwC was initially appointed to assist the Company in designing the Directors’ Remuneration
Policy prior to the IPO. Following the IPO, PwC was retained as the Remuneration Committee
advisor and was subsequently reappointed during a tender process conducted in 2024.
PwC is a member of the Remuneration Consultants’ Group and, as such, operates voluntarily
under its Group Code of Conduct in relation to executive remuneration consulting in the UK.
The Committee was satisfied that the advice provided by PwC was independent and objective.
The firm also acted as tax advisor to the Company during the 2024 financial year. The
Committee reviewed the nature of all the services provided during the year by PwC and was
satisfied that no conflict of interest exists or existed in providing these services. PwC has no
other connections with the Company or its Directors.
Total fees received by PwC, in relation to remuneration advice that materially assisted the
Committee during the financial year ended 31 December 2024, amounted to £84,362. PwC’s
services are charged on a fixed-fee basis with additional items charged on a time and
materialsbasis.
The Committee will continue to seek remuneration advice from PwC in 2025.
Total shareholder return performance graph
The following graph shows the total shareholder return of the Company relative to the FTSE
250 Index from 18 October 2019, when the Company’s shares were admitted to trading on the
Main Market of the London Stock Exchange, to 31 December 2024. The FTSE 250 is considered
an appropriate comparator for Helios Towers because the Company has been a constituent of
the index since December 2019.
Total shareholder return vs. FTSE 250
140.7
86.8
121.3
100.2
72.8
108.3
74.9
117.0
Helios Towers (HTWS)
FTSE 250 total return
Dec 22 Dec 24Dec 23Dec 21
Dec 20
40
60
80
100
120
140
160
Dec 19
125.2
103.8
129.3
108.7
Source: Datastream from Refinitiv (rebased to 100).
Approval
This report has been approved by the Board of Directors and is signed on its behalf by:
Richard Byrne
Chair, Remuneration Committee
12 March 2025
Directors’ Remuneration Report continued
Financial StatementsGovernance ReportStrategic Report
109
Helios Towers plc Annual Report
and Financial Statements 2024
Other statutory information
The Directors of Helios Towers plc present their Annual Report and audited
FinancialStatements for the year ended 31 December 2024.
ADDITIONAL DISCLOSURES
This section, together with the Strategic Report, Governance Report, and Directors’
Remuneration Report on pages 01-109 and other information cross-referenced in the table
below, constitute the Directors’ Report for the purposes of section 415 of the Companies Act
2006, and the information required by both schedule 7 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 and UK Listing Rule
(UKLR)6.6.
The Directors’ Report, together with the Strategic Report on pages 01-51 constitute the
management report forthe purposes of rule 4.1.8R of the Disclosure Guidance and
Transparency Rules (the DTR). TheAudit Committee Report includes the detail required by
DTR 7.1. The Strategic Report andthe Governance Report on pages 01-113 constitute the
Corporate Governance Statement for the purposes of DTR 7.2.
Climate-related disclosures Strategic Report 01-51
TCFD disclosures Strategic Report 44-50
Future developments Strategic Report 01-51
Section 172(1) Statement Governance Report 70-72
Engagement with stakeholders Strategic and Governance Reports 05, 73-74
Employee gender Strategic and Governance Reports 20, 112
Board Diversity Governance Report 81-82
Principal risks and uncertainties Risk management and principal risks
and uncertainties
38-43
Internal control and risk
management systems
Risk management and Audit
Committee Report
38, 88-89
Viability Statement Strategic Report 51
2018 UK Corporate Governance Code
compliance
Governance Report 62
Directors’ interests Directors’ Remuneration Report 103
Directors’ service contracts and letters
ofappointment
Directors’ Remuneration Report 97
Long-term incentive plans Directors’ Remuneration Report 100-101, 106
Directors’ Responsibility Statement Statement of Directors’
Responsibilities
113
Financial instruments, financial risk
management objectives and policies
Financial Statements: Note 26 149-153
Going concern Financial Statements: Note 2(a) 126-127
Subsequent events Financial Statements: Note 31 155
OPERATIONS AND PERFORMANCE
Results
Results for the year ended 31 December 2024 are set out in the detailed Financial Review
onpages 55-59 and the Financial Statements on pages 114-163.
Dividends
The Directors do not intend to pay a final dividend for the year ended 31 December 2024.
Activities in research and development
The Company undertook no activities in research and development during the year ended
31 December 2024.
Branches outside the UK
The Company has no branches outside the UK.
Articles of Association
The Articles of Association outline the internal regulations of the Company, including
provisions on shareholders rights, the appointment and removal of Directors, and the
procedures governing Board and general meetings. In accordance with the Companies Act
2006, the Articles of Association may be amended by a special resolution passed by the
Company’s shareholders. The current Articles of Association were last amended and approved
by shareholders at the 2022 AGM and are available on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/
Annual General Meeting
The Company’s AGM will be held on Thursday 15 May 2025 at 10.00 am at Linklaters,
OneSilkStreet, London, EC2Y 8HQ. The Chair, and the Audit, Remuneration, Sustainability
andTechnology Committee Chairs, will be present to answer shareholders’ questions.
Shareholders will be able to appoint a proxy electronically, either through our Registrar’s
website or CREST services, by 10.00 am on Tuesday 13 May 2025. A copy of the 2025 Notice
ofAGM can be found at heliostowers.com/investors/shareholder-centre/general-meetings/.
Voting will be conducted by a poll and voting results will, after the conclusion of the AGM,
bepublished on a Regulatory News Service and on the Company’s website at
heliostowers.com/investors/regulatory-news/
DIRECTORS
Directors’ names, biographical details and Committee memberships are set out on
pages63-65. They can also be found on the Company’s website at heliostowers.com/
who-we-are/leadership/board-of-directors/
Appointment and replacement of Directors
The Company’s Articles of Association outline the rules governing the appointment and
replacement of Directors. In accordance with these provisions, the shareholders have the
authority to remove a Director by ordinary resolution and elect another individual in their place.
The Articles of Association require that any Director appointed by the Board must stand for
election by shareholders at the next AGM. Furthermore, all Directors are required to retire and
offer themselves for re-election at each AGM in compliance with Provision 18 of the 2018 UK
Corporate Governance Code.
The Nomination Committee provides Non-Executive Directors with letters of appointment on
joining the Board and these are available for shareholders to view at the Company’s registered
office, and before and after the AGM.
110
Helios Towers plc Annual Report
and Financial Statements 2024
Other statutory information continued
Powers of the Directors
The Company’s Articles of Association set out the powers of the Directors and allow the Board
to exercise those powers.
Directors’ and Officers’ liability insurance and indemnities
In accordance with English law and the Company’s Articles of Association, the Company
provides indemnities to its Directors against legal proceedings arising from their roles within
the Group. Similarly, each UK subsidiary of the Company provides indemnities to its directors.
All such indemnities constitute ‘qualifying indemnity provisions’ as defined under section 236
of the Companies Act 2006. Additionally, the Company maintains Directors’ and Officers’
liability insurance to cover legal actions brought against Directors and Officers in connection
with their positions within the Group.
SHAREHOLDERS AND SHARE CAPITAL
Share capital
Helios Towers plc is a public limited company, incorporated in England and Wales, listed as a
commercial company on the Main Market of the London Stock Exchange (LSE). Details of
theCompany’s issued share capital are provided in Note 18 to the Financial Statements.
Theshare capital compromises a single class of shares with a nominal value of 1p each, which
does not carry any entitlement to fixed income. Each share grants the holder the right to one
vote at general meetings of the Company.
As at 31 December 2024, the Company’s issued share capital comprised 1,052,700,000
ordinary shares of £0.01 each, all with voting rights.
Authority to purchase own shares
The Company has the authority, pursuant to the 2024 AGM, to make market purchases of its
own shares of up to 105,270,000 ordinary shares of £0.01 each, representing 10% of its issued
share capital as at the date of the Notice of the 2024 AGM. This authority, which was not
exercised during 2024 or to the date of this report, will expire at the conclusion of the 2025
AGM, when the Directors will propose that the authority is renewed.
Rights, restrictions and transfer of shares
The rights attaching to the Company’s shares, restrictions and any variation of rights are
setout in the Articles of Association, which can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/
Shares held by the Employee Benefit Trust
The Company has established an Employee Benefit Trust (EBT) in connection with its share
plans, which holds treasury shares (as outlined in Note 18 to the Financial Statements) ontrust
for the benefit of Group employees. The trustee of the EBT (the Trustee) has the discretion to
vote or abstain from voting on the Company’s unallocated shares held within theEBT. For any
allocated shares, unless otherwise directed by the Company, the Trustee isrequired to seek
voting instructions from the beneficial holders of those shares and vote inaccordance with the
instructions received or abstain from voting if no instructions areprovided.
In accordance with good governance practices, unless instructed otherwise by the Company,
the Trustee will waive its entitlement to receive dividends exceeding a maximum aggregate
amount of one pence for shares held as the beneficial property of the EBT.
Major shareholders
The Company had been advised, in the following table, of notifiable interests (whether directly
or indirectly held) in its voting rights, in accordance with DTR 5, between 1 January 2024
and31 December 2024. The Company received one notification from Newlight Partners LP,
theinvestment management firm of Quantum Strategic Partners, Ltd during 2024. The
Shareholder Agreement, to which Quantum Strategic Partners, Ltd is a party, is explained
onpage 77.
Shareholder
Number of
votingrights %
Newlight Partners LP 138,617,444 13.17
Lath Holdings Ltd 39,288,198 3.73
RIT Capital Partners Ltd 33,488,928 3.18
Platinum Compass B 2018 RSC Limited 33,339,582 3.17
ACM Africa Holdings, L.P. 23,924,233 2.28
The Company has received the following notifications between 31 December 2024 and the
date of this report.
Shareholder
Number of
votingrights %
Helikon Long Short Equity Fund Master ICAV 53,970,355 5.13
RIT Capital Partners plc 17,938,772 1.70
STAKEHOLDERS AND POLICIES
Modern Slavery and Human Trafficking statement
The Company has approved, signed and published on its website its Modern Slavery and
Human Trafficking Statement in accordance with the Modern Slavery Act 2015. The Statement
can be found on the Company’s website at heliostowers.com/modern-slavery-statement/
Anti-Harassment and Anti-Discrimination
The Company’s Anti-Harassment Policy (the ‘Policy’) applies to all employees across the
Group, as well as contractors, consultants, and any other workers. The Policy enforces a
zero-tolerance approach to any form of unlawful discrimination, including harassment or
unfairtreatment based on a protected characteristic as defined under the Equality Act 2010.
Our Code of Conduct explicitly mentions anti-discrimination, and our new Anti-Harassment
policy now also covers discrimination.
The Company actively encourages its workforce to report any instances of discrimination
thatthey experience, witness, or become aware of. The Policy ensures that decisions related
toemployment, promotion, training, or any other benefits are based solely on merit, aptitude,
and ability. The Policy is reviewed periodically to ensure compliance with the latest legal and
regulatory changes.
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Other statutory information continued
Significant agreements
The Company is required to disclose any significant agreements that are triggered, altered
orterminated in the event of a change of control following a takeover bid, as per
applicableregulations.
The Company has committed debt facilities and has issued US$850million senior bonds and
US$300million unsecured convertible bonds, all of which are directly or indirectly subject to
change of control provisions, albeit neither the facilities, the senior bonds nor the convertible
bonds necessarily require mandatory prepayment on a change of control and the convertible
bonds are not automatically converted on a change of control.
The Shareholders’ Agreement, detailed on page 77, will terminate in the following
circumstances: (i) if the Company’s shares cease to be listed as a commercial company on the
Official List and traded on the London Stock Exchange; (ii) if no founding shareholder holds 3%
or more of the Company’s shares; or (iii) if only one founding shareholder holds 3% ormore of
the Company’s shares, and none of Quantum Strategic Partners, Ltd, Lath Holdings, Ltd or
Millicom Holding B.V. holds 10% or more of the Company’s shares.
Political donations and expenditure
The Company did not make any donations to political parties or other political organisations
during the year. At the 2024 AGM, shareholders granted the Company authority to make
political donations up to a maximum of and not exceeding £50,000 and to incur political
expenditure up to a total of £50,000. Further details regarding this authority are provided
inthe 2024 Notice of AGM. This authority, which has not been exercised during 2024 orupto
the date of this report, will expire at the conclusion of the 2025 AGM. The Directors intend to
propose a resolution at the 2025 AGM to renew this authority.
Employee share plans
The Company’s shareholders approved the HT UK Share Purchase Plan and HT Global Share
Purchase Plan (together the ‘HT SharingPlan’) at its 2022 AGM. The Board made one new
award under the HT SharingPlan in 2024 to all colleagues, as noted on page 107.
Employee gender
The table below states employee gender as at 31 December 2024 in compliance with section
414C(8)(c) of the Companies Act 2006.
Directors Senior managers
1
Employees
Female 4 2 220
Male 6 7 538
1 Senior managers include the Executive Committee.
The percentage of female employees on the Executive Committee and across the Group are
shown on page 20. Board diversity is explained on pages 81–82.
AUDITOR AND AUDIT INFORMATION
External auditor
A resolution to reappoint Deloitte LLP as external auditor will be proposed at the 2025 AGM.
Audit information
Each of the Directors at the date of the approval of this report confirms that:
– so far as they are aware, there is no relevant audit information of which the Company’s
external auditor is unaware; and
– they have taken all reasonable steps as Directors to make themselves aware of any relevant
audit information, and to establish that the Company’s external auditor is aware of that
information.
This confirmation is given, and should be interpreted, in accordance with the provisions of
section 418 of the Companies Act 2006.
The Directors’ Report was approved by the Board of Directors of Helios Towers plc on
12 March 2025 and signed on its behalf by:
Paul Barrett
General Counsel and Company Secretary
Helios Towers plc
Company Number 12134855
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Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and Financial Statements,
andthe Group Financial Statements, in accordance with applicable law and regulations.
Under the 2006 Act, the Directors are required to prepare Financial Statements for each
financial year. The Directors must prepare the Group Financial Statements in accordance with
international accounting standards adopted in the United Kingdom.
The Directors have elected to prepare the Company Financial Statements in accordance
withUnited Kingdom Generally Accepted Accounting Practice (UK GAAP), which includes
compliance with the Financial Reporting Standard applicable in the UK and Republic of Ireland
(FRS 102). The 2006 Act requires that the Directors must not approve the Financial Statements
unless they are satisfied that they give a true and fair view of the Company’s financial position
and performance for the relevant period.
In preparing the parent company’s Financial Statements, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
– state whether applicable UK Accounting Standards have been followed, subject to
anymaterial departures disclosed and explained in the Financial Statements; and
– prepare the Financial Statements on the going concern basis unless it is inappropriate
topresume that the Company will continue in business.
In preparing the Group Financial Statements, International Accounting Standard 1 (IAS 1)
requires that Directors:
– properly select and consistently apply accounting policies;
– present information, including accounting policies, in a manner that is relevant, reliable,
comparable and understandable;
– provide additional disclosures when compliance with the specific international accounting
standards are insufficient to enable users to understand the impact of particular
transactions, events or conditions on the entity’s financial position and performance; and
– make an assessment of the Company’s ability to continue as a going concern.
The Directors are also responsible for maintaining adequate accounting records sufficient to
show and explain the Company’s transactions, ensure the Financial Statements comply with
the 2006 Act, and disclose the financial position of the Company with reasonable accuracy
atany time. They are further responsible for safeguarding the Company’s assets and taking
reasonable steps to prevent and detect fraud and other irregularities.
Additionally, the Directors are accountable for maintaining the integrity of the corporate and
financial information published on the Company’s website. It should be noted that legislation in
the United Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
DIRECTORS’ RESPONSIBILITY STATEMENT UNDER THE UK CORPORATE GOVERNANCE CODE
In accordance with Provision 27 of the 2018 UK Corporate Governance Code, the Directors
confirm that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable. They believe that the report provides the information necessary for
shareholders to assess the Company’s position, performance, business model and strategy.
Responsibility Statement
Each of the Directors, whose names are listed on pages 63-6, confirm to the best of their
knowledge that:
– the Group Financial Statements, prepared in accordance with the applicable financial
reporting framework, provide a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group and Company, as well as the undertakings included in the
consolidation taken as a whole;
– the Strategic Report includes a fair and balanced review of the development and
performance of the business, the position of the Company, and the undertakings included in
the consolidation as a whole, along with a description of the principal risks and uncertainties
they face; and
– the Annual Report and Financial Statements, when considered as a whole, are fair, balanced
and understandable and provide the necessary information for shareholders to evaluate the
Company’s position and performance, business model and strategy.
This responsibility statement was approved by the Board of Directors on 12 March 2025 andis
signed on its behalf by:
Tom Greenwood Manjit Dhillon
Group Chief Executive Officer Group Chief Financial Officer
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Financial Statements
Financial
Statements
115 Independent auditor’s report to
themembers of Helios Towers plc
124 Consolidated Income Statement
124 Consolidated Statement of
Other Comprehensive Income
125 Consolidated Statement
of Financial Position
126 Consolidated Statement
of changes in Equity
127 Consolidated Statement
of CashFlows
128 Notes to the Consolidated
FinancialStatements
158 Company Statement
of Financial Position
158 Company Statement
of Changes in Equity
159 Notes to the Company
Financial Statements
163 List of subsidiaries
164 Officers, professional advisors
and shareholder information
165 Glossary
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Financial Statements
Report on the audit of the financial statements
1. Opinion
In our opinion:
– the financial statements of Helios Towers Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2024 and of the group’s profit for the year then
ended;
– the group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards;
– the parent company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice, including Financial
Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and
Republic of Ireland”; and
– the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
– the consolidated Income Statement;
– the consolidated Statement of Other Comprehensive Income;
– the consolidated and parent company Statements of Financial Position;
– the consolidated and parent company Statements of Changes in Equity;
– the consolidated Statement of Cash Flows;
– notes 1 to 31 to the consolidated financial statements; and
– notes 1 to 8 to the parent company financial statements.
The financial reporting framework that has been applied in the preparation of the group
financial statements is applicable law and United Kingdom adopted international accounting
standards. The financial reporting framework that has been applied in the preparation of
the parent company financial statements is applicable law and United Kingdom Accounting
Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK
and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in
the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including
the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services provided to the group and parent company for
the year are disclosed in note 5b to the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s Ethical Standard to the group or the
parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
– Recoverability of trade receivables;
– Valuation of uncertain tax positions; and
– Impairment of goodwill and other intangible assets.
Within this report, key audit matters are identified as follows:
!
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used for the group financial statements was
US$12.6m which was determined based on a combination of 1.7% of
revenue and 3.0% of Adjusted EBITDA (as defined in note 4)
benchmarks based on the group Financial Statements.
Scoping We audited specified balances across the group’s nine components,
as well as specified balances within certain financing/head office
companies. The balances not covered by our audit scope were subject
to analytical procedures. Based on this, our audit coverage was 92%
of group revenue, 85% of group Adjusted EBITDA and 89% of group
total assets.
Significant changes
in our approach
We evolved our approach to the audit of goodwill impairment in
response to a change in management’s approach to goodwill
impairment testing, which reduced the associated audit risk, as further
described in 5.3 below. Other than that, there have been no significant
changes in our approach in the current year.
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Financial Statements
5.1 Recoverability of trade receivables 
Key audit matter
description
The trade receivables balance comprises amounts payable by MNOs
and other wireless operators and represents revenues that have
previously been recognised within the income statement or as
deferred income. IFRS 9 Financial Instruments (“IFRS 9”) requires the
group to record an impairment against receivable balances (expected
credit loss (“ECL”) provision) based on forward-looking information.
As at 31 December 2024, the group had recognised trade receivables
totalling US$179.8m (2023: US$145.2m). The group has recorded an
expected credit loss provision of US$6.9m (2023: US$5.4m) against
these receivables.
We have identified a key audit matter in respect of the recoverability
of receivable balances where there is evidence of liquidity issues at or
a dispute with the customer, which results in judgement being
required in estimating the ECL provision.
Refer to note 2(a), 22 and the report of the Audit Committee on
page85 of the annual report.
How the scope of
our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the group’s controls relevant to
theidentification of receivables at risk of default, assessing their
recoverability and appropriate level of ECL;
– identified receivables that may be disputed or may not be
recoverable based on an analysis of aged items and discussions
withgroup and local management;
– assessed the group’s provision estimates for ECL and any
impairment of receivables for compliance with IFRS 9;
– agreed a sample of the debtors’ balances outstanding as at year
end to evidence of cash received since year-end, to the extent
collected;
– obtained confirmations of material debtors’ balances and a sample
of others, and where these differed, we tested reconciling items by
agreeing them to supporting documentation including invoices and
customer correspondence, analysing subsequent cash receipts and
tested open invoices as at year end to assess any remaining
differences; and
– assessed the disclosures in respect of material judgements made
against the requirements of IFRS 9.
Key observations We concluded that the estimates of provisions for ECL and
impairment of trade receivables are reasonable and appropriately
disclosed in the financial statements.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and parent company’s
ability to continue to adopt the going concern basis of accounting included:
– obtaining an understanding of the relevant controls over the group’s forecasting process;
– assessing the group’s financing facilities including the nature of the facilities, their
repayment terms and covenant compliance;
– challenging the linkage of the forecasts to the group’s business model and medium-term
strategy, including considering its commitments in response to climate change;
– challenging management on the completeness and reasonableness of the assumptions
used through sensitising for different scenarios, in particular on site and tenancy growth,
energy costs, currency fluctuations, and geopolitical risks impacting projections;
– testing the mathematical accuracy of the model used to prepare the forecasts, testing of
clerical accuracy of those forecasts;
– assessing the historical accuracy of forecasts prepared by the directors; and
– assessing the appropriateness of the financial statement disclosures in respect of going
concern.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the group’s and parent company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether or not due to fraud) that
we identified. These matters included those which had the greatest effect on: the overall
audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
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Financial Statements
How the scope
of our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the group’s controls relevant to the
assessment of required provisions in respect of tax investigations
and inspections and valuation of the UTPs;
– involved our tax specialists in the UK and other relevant jurisdictions
to assist in assessing the technical treatment of UTPs and provisions
and the directors’ related judgements;
– made enquiries of group and local management to further
understand current and historic UTPs and assess completeness of
the population of open cases;
– inspected correspondence between the group and its local tax
advisors, and between the group and the relevant tax authorities for
all components whose tax balances are in scope, including for the
post year end period;
– assessed the tax treatment of intragroup funding transactions in the
year, including the recognition and recoverability of related deferred
tax assets;
– recalculated the tax provision and considered whether it was
consistent with the applicable laws and regulations of the relevant
jurisdiction;
– evaluated the resolution of cases settled during the year against
management’s initial assessment;
– assessed the group’s overall UTP provision and tax-related
contingent liabilities estimates in the context of the group’s track
record of resolving these in the past and considered whether there
was any contradictory evidence; and
– assessed the completeness and accuracy of disclosures related to
tax valuation made in the financial statements.
Key observations We concluded that the tax provisions held by the group are
reasonable. We are satisfied that tax-related contingent liabilities and
uncertainties are complete and appropriately disclosed in the financial
statements.
5.2 Valuation of uncertain tax positions 
Key audit matter
description
The group operates in a variety of tax jurisdictions within Africa and
the Middle East. There have been a number of tax investigations and
inspections of the group’s tax filings by local tax authorities, the
findings of which could result in the imposition of fines and penalties.
Such inspections often take place several years in arrears, therefore,
other tax filings that have not yet been inspected are likely to be
inspected in the future and may give rise to further findings when
inspected. There is often estimation uncertainty associated with
valuing uncertain tax positions (“UTPs”) and contingent liabilities in
these jurisdictions and we therefore consider this to be a key audit
matter, as the range of possible outcomes of the investigations and
inspections can be wide. These judgements can be complex as a
result of the considerations required over multiple tax laws and
regulations. In the current year the areas of judgement included
certain intragroup funding transactions and the recognition of a
related deferred tax asset and the outcome of ongoing tax inspections
in certain subsidiaries, where the tax amounts recorded in the financial
statements may be affected by uncertain interpretation and
application of tax law.
Refer to notes 2(a), 10, 27 and the report of the Audit Committee on
page 85.
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Financial Statements
How the scope
of our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the following
procedures:
– obtained an understanding of the group’s controls relevant to the
impairment assessment;
– challenged management’s change to a region-by-region approach
to goodwill impairment testing and reviewed the methodology
against the requirements of IAS 36 and understood the impact of
the change on the impairment conclusions and disclosures;
– assessed the group’s methodology for estimating recoverable
amount against the requirements of IAS 36;
– performed sensitivity analysis on the key assumptions relative to the
calculated headroom and focused our further audit procedures
accordingly;
– assessed the group’s historical forecasting accuracy by comparing
previous forecasts to actual results for the relevant periods;
– reviewed evidence of customer commitments to new sites and
tenancies to evaluate the assumptions used;
– with the assistance of our valuation specialists, assessed
management’s discount rate assumptions and benchmarked to
comparable companies;
– challenged management’s assessment of impairment indicators for
customer relationships intangible assets by reviewing the current
performance of each significant customer and comparing to
previous forecasts;
– assessed the disclosures made against the requirements of IAS 36
and IAS 1 Presentation of financial statements, including the
disclosures related to the change to a regional basis for goodwill
impairment testing.
Key observations We concluded that the group’s impairment conclusions are
reasonable and appropriately disclosed in the financial statements.
5.3 Impairment of goodwill and other intangible assets 
Key audit matter
description
Acquisitions in recent years have resulted in material customer
relationship intangible assets and goodwill being recognised in the
financial statements. At 31 December 2024, total intangible assets
were US$531.4m (2023: US$546.4m), of which US$44.9m (2023:
US$40.7m) was goodwill, US$469.1m (2023: US$489.6m) customer
relationships and US$17.4m (2023: US$16.1m) other intangible assets.
IAS 36 Impairment of Assets (“IAS 36”) requires an annual impairment
test for goodwill, and an annual impairment indicators assessment for
other intangible assets. The estimation of the recoverable amount
requires material assumptions around forecast revenue growth, costs,
discount rates and terminal growthrate.
In previous years management has monitored and assessed goodwill
for impairment on a country-by-country basis. However, as disclosed
in note 11, from 2024 management now monitors and assesses
goodwill for impairment on a regional basis. This aligns the group’s
impairment testing of goodwill with the group’s operating segments,
which in 2023 also moved from a country to a regional basis. No
impairment of goodwill or other intangible assets arose in the year. As
disclosed in note 11 management determined that no impairment of
goodwill would have arisen on the previous country-by-country basis.
Following the change to a regional basis, for 2024 no disclosures of
reasonably possible changes in assumptions that could result in
impairment of goodwill were made, whereas in the prior year
disclosures were made for certain countries where goodwill
impairment headroom was sensitive to certain assumption.
While the level of risk has reduced from the prior year, we identified
the impairment of goodwill and other intangible assets as a key audit
matter due to the size of the goodwill and other intangible asset
balances involved and the need to evaluate the change to a regional
basis for goodwill impairment testing as outlined above.
Refer to notes 2(a), 11 and the report of the Audit Committee
on page 85.
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Financial Statements
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability
that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the
financial statements as a whole.
Group financial
statements
Parent company
financial statements
Performance
materiality
70% (2023: 70%) of group
materiality
70% (2023: 70%) of parent
company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the following
factors:
– the group’s overall control environment; and
– the low level of uncorrected misstatements identified in previous
periods
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of US$ 630,000 (2023: US$ 580,000), as well as differences below that
threshold that, in our view, warranted reporting on qualitative grounds. We also report to the
Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the group and its
environment, including Group-wide controls, and assessing the risks of material misstatement
at the group level. Although the group has operating companies within Tanzania, Democratic
Republic of the Congo, Ghana, the Republic of the Congo, Senegal, South Africa,
Madagascar, Malawi and Oman, most of its accounting function and supporting accounting
records are located at its central back office in the United Kingdom.
Therefore, based on the above risk assessment, a significant proportion of our audit effort is
concentrated at a group level. There was limited use of local audit teams, under the group
team’s direction, to perform certain specified audit procedures as further described in
section 7.4 below.
We assessed the qualitative and quantitative characteristics of each financial statement line
item, identified significant accounts for the group financial statements, and considered the
relative contribution of each component to these line items. Based on this, we selected
balances across all nine components, as well as certain financing/head office entities, that
would be subject to audit procedures. In 2023 we identified four components that were
subject to full audit scope and performed specified audit procedures on other operating
companies. In both years the balances not covered by our audit scope were subject to
analytical procedures at group level. Our component performance materiality ranged from
US$3.5m to US$5.3m (2023: US$2.6m to US$4.6m).
Based on this approach, audit coverage over revenue was 92% (2023: 92%), Adjusted
EBITDA 85% (2023: 85%) and total assets 89% (2023: 87%):
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that
makes it probable that the economic decisions of a reasonably knowledgeable person would
be changed or influenced. We use materiality both in planning the scope of our audit work
and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Group financial
statements
Parent company
financial statements
Materiality US$12.6m (2023: US$11.6m) US$ 13.6m (2023: US$14.0m)
Basis for
determining
materiality
Materiality has been determined
based on a combination of 1.7%
(2023: 1.6%) of revenue and 3.0%
(2023: 3.1%) of Adjusted EBITDA
(as defined in note 4) benchmarks
based on the group Financial
Statements
Parent company materiality used
in our audit has been determined
as 1% (2023: 1%) of net assets. For
balances that form part of the
group financial statements this is
capped at 40% (2023: 40%) of
group materiality, US$5.0m
(2023:US$4.6m).
Rationale for the
benchmark applied
The revenue and Adjusted
EBITDA metrics reflect the
underlying performance of the
group, and given the importance
attached to these metrics by
investors and other readers of the
financial statements, we
concluded that these were the
most appropriate metrics to use.
The parent company acts
principally as a holding company
and therefore net assets is a key
measure for this entity.
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Financial Statements
7.3 Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the
Group’s business and its Financial Statements.
As a part of our audit, we obtained the group’s climate-related risk assessment and held
discussions with them to understand the process of identifying climate-related risks, the
determination of mitigating actions in respect of those risks, and the impact on the group’s
Financial Statements. Asexplained on page 134, one of the key areas considered in the
consolidated Financial Statements was the impact of the group’s net zero commitments
on forecasts used in the going concern model and impairment assessments. Other than
the appropriate inclusion of these commitments in the group’s forecasts, they concluded
there was no material impact arising from climate change on the judgements and
estimates made in the current year Financial Statements as disclosed in note 2(b).
We performed our own qualitative risk assessment of the potential impact of climate
change on the group’s account balances and classes of transaction and did not identify
any reasonably possible risks of material misstatement arising from climate change.
With the involvement of internal ESG specialists, our procedures included, reading the
Strategic Report, including commentary about the group’s climate change commitments
and the TCFD disclosures to consider whether they are materially consistent with
the Financial Statements and our knowledge obtained in our audit work, particularly
our work on the group’s impairment and going concern cash flow forecasts.
7.4 Working with other auditors
Because of the level of centralisation in the operations of the group, as described in section
7.1, the audits of all components were led by the group audit team, with limited use of local
audit teams to assist us in specific areas where local presence and/or knowledge was
important, such as assessment of uncertain tax positions, inventory counts, fixed asset
verifications and specified payroll procedures. We directed and supervised our local audit
teams through the performance of the following procedures:
– sending detailed instructions to all local audit teams specifying the procedures required;
– including local audit teams in group audit team briefings, planning meetings and
component risk assessments as relevant to their work; and
– reviewing working papers prepared by local audit teams and related deliverables
submitted to us.
As part of our oversight procedures, this year we visited two components (Senegal and
Tanzania) and we have continued to communicate frequently with our local audit teams
throughout the audit process, such as conducting meetings with local audit teams via video
conferencing.
Subject to audit procedures Review at group level
92%
8%
85%
15%
89%
11%
Revenue
Adjusted
EBITDA
Total assets
7.2 Our consideration of the control environment
The group’s management structure includes a centralised back-office team in London,
supporting local operational finance teams in the countries in which the group operates. The
group operates a single ERP globally together with a number of other IT applications, which
are centrally supported and controlled by management.
With the involvement of internal IT audit specialists in the UK, we obtained an understanding
of the IT environment. We also obtained an understanding of the relevant controls over
receivables, expenses, inventories, fixed assets, budgeting and forecasting, taxation and
financial reporting including journal entries. We reported our observations from this work,
and the ways in which we adapted the nature, timing and extent of our procedures in
response, to management and to the Audit Committee. We tested and relied upon the
manual controls over revenue (including accrued and deferred amounts at the period end).
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11.  Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
– In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, we considered the
following:
– the nature of the industry and sector, control environment and business performance
including the design of the group’s remuneration policies, key drivers for directors’
remuneration, bonus levels and performance targets;
– results of our enquiries of management, internal audit, compliance, the directors and the
audit committee about their own identification and assessment of the risks of irregularities,
including those that are specific to the group’s sector;
– any matters we identified having obtained and reviewed the Group’s documentation of
their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were
aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any
actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations; and
the matters discussed among the audit engagement team including component audit teams
and relevant internal specialists, including tax, valuations, ESG and IT regarding how and
where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may
exist within the organisation for fraud and identified the greatest potential for fraud in
relation to the recoverability of trade receivables. In common with all audits under ISAs (UK),
we are also required to perform specific procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and regulatory frameworks that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on
the determination of material amounts and disclosures in the financial statements. The key
laws and regulations we considered in this context included the UK Companies Act, UK
Corporate Governance Code, Listing Rules and Tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which may be fundamental to the
group’s ability to operate or to avoid a material penalty. These included the group’s
adherence to telecommunication and environmental regulations.
8. Other information
The other information comprises the information included in the annual report other than the
financial statements and our auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are
responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s
and the parent company’s ability to continue as a going concern, disclosing as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit ofthe financial statements is located
on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
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Financial Statements
11.2 Audit response to risks identified
As a result of performing the above, we identified the recoverability of trade receivables as a
key audit matter related to the potential risk of fraud. The key audit matters section of our
report explains the matter in more detail and also describes the specific procedures we
performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a
direct effect on the financial statements;
– enquiring of a broad cross section of management in the UK and overseas, the directors,
audit committee and in-house legal counsel concerning actual and potential litigation and
claims;
– performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with relevant tax and regulatory authorities; and
– in addressing the risk of fraud through management override of controls; testing the
appropriateness of journal entries and other adjustments; assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and component audit teams, and
remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
– the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company
and their environment obtained in the course of the audit, we have not identified
any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
group’s compliance with the provisions of the UK Corporate Governance Code specified for
our review.
Based on the work undertaken as part of our audit, we have concluded that each of
the following elements of the Corporate Governance Statement is materially consistent
with the financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified set out on page 51;
– the directors’ explanation as to its assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 51;
– the directors’ statement on fair, balanced and understandable set out on page 88;
– the board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on page 89;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 88; and
– the section describing the work of the audit committee set out on page 85.
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Financial Statements
14. Matters on which we are required to report by exception
14.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the parent company, or returns
adequate for our audit have not been received from branches not visited by us; or
– the parent company financial statements are not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain
disclosures of directors’ remuneration have not been made or the part of the directors’
remuneration report to be audited is not in agreement with the accounting records and
returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1 Auditor tenure
The parent company was incorporated on 1 August 2019. We were appointed on 1 October
2019 by the directors to audit the Financial Statements for the period ended 31 December
2019 and subsequent financial periods. The period of total uninterrupted engagement
including previous renewals and reappointments is 6 years, covering the years ended
31 December 2019 to 31 December 2024.
However, we were appointed on 18 November 2010 for other group entities (including the
former parent company Helios Towers Ltd) to audit the Financial Statements for the year
ended 31 December 2010. Following a competitive tender process, we were reappointed to
audit the Financial Statements for the period ending 31 December 2022 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments is therefore 15 years, covering the years ended 31 December 2010 to
31 December 2024.
15.2 Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are
required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic
Format Annual Financial Report filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over
whether the Electronic Format Annual Financial Report has been prepared in compliance
with DTR 4.1.15R – DTR 4.1.18R.
Bevan Whitehead FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
12 March 2025
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Financial Statements
Consolidated Income Statement
For the year ended 31 December
20242023
NoteUS$mUS$m
Revenue
3
792 .0
721 .0
Cost of sales
(4 0 8 . 9)
(4 5 0 . 4)
Gross profit
3 83 .1
270 . 6
Administrative expenses
(135. 6)
(1 2 7. 6)
(Loss)/gain on disposal of property, plant and equipment
(5 . 2)
3 .1
Operating profit
5a
242 . 3
146 .1
Finance income
8
3.4
1.3
Other gains and (losses)
24
1 7. 1
(6 . 1)
Finance costs
9
(21 8. 6)
(2 5 3. 5)
Profit/(loss) before tax
44.2
(1 12 . 2)
Tax (expense)/credit
10
(1 7. 2)
0.4
Profit/(loss) after tax for the year
2 7. 0
(111.8)
Profit/(loss) attributable to:
Owners of the Company
33. 5
(1 00 .1)
Non-controlling interests
(6 . 5)
(1 1.7)
Profit/(loss) for the year
2 7. 0
(111. 8)
Profit/(loss) per share:
Basic profit/(loss) per share (cents)
29
3
(1 0)
Diluted profit/(loss) per share (cents)
29
3
(1 0)
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
20242023
US$mUS$m
Profit/(loss) after tax for the year
2 7. 0
(111.8)
Other comprehensive (loss):
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations
( 1 7. 6)
(1 . 8)
Cash flow reserve (loss)
8.3
(14. 7)
Total comprehensive (loss) for the year net of tax
1 7. 7
(12 8.3)
Total comprehensive profit/(loss) attributable to:
Owners of the Company
24. 2
(1 1 7. 1)
Non-controlling interests
(6 . 5)
(1 1. 2)
Total comprehensive profit/(loss) for the year net of tax
1 7. 7
(12 8.3)
The accompanying Notes form an integral part of these Financial Statements.
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Financial Statements
Consolidated Statement of Financial Position
As at 31 December
20242023
Assets
Note
US$mUS$m
Non-current assets
Intangible assets
11
531 .4
546 .4
Property, plant and equipment
12
981 .0
9 18.3
Right-of-use assets
13
246 .9
25 4.0
Deferred tax asset
10
42 .2
13.6
Derivative financial assets
26e
13 .5
6.3
1, 815.0
1, 738.6
Current assets
Inventories
14
1 0.0
1 2.7
Trade and other receivables
15
305. 3
2 9 7. 2
Prepayments
16
36.9
42 .6
Cash and cash equivalents
17
16 1.0
106.6
513. 2
45 9.1
Total assets
2 ,32 8. 2
2 , 1 9 7. 7
Equity and liabilities
Equity
Share capital
18
13. 5
13. 5
Share premium
18
105. 6
105 .6
Other reserves
(9 3 . 4)
(1 01.7)
Convertible bond reserves
20
52 .7
52 .7
Share-based payments reserves
25
3 0.6
25 .5
Treasury shares
18
(2 . 3)
(1 . 8)
Translation reserve
(30. 3)
(5 6 . 9)
Retained earnings
(71.7)
(105 . 2)
Equity attributable to owners
4 .7
(68.3)
Non-controlling interest
31. 2
29. 8
Total equity
35.9
(3 8.5)
20242023
Liabilities
Note
US$mUS$m
Current liabilities
Trade and other payables
19
309.0
301 .7
Short-term lease liabilities
21
33. 2
35 .5
Loans
20
39.9
3 7. 7
3 82 .1
3 74 . 9
Non-current liabilities
Deferred tax liabilities
10
28 .3
25 .9
Long-term lease liabilities
21
190. 5
203. 9
Derivative financial liabilities
26f
5. 8
14.6
Loans
20
1,68 1.4
1 ,612. 6
Minority interest buyout liability
4.2
4. 3
1, 910. 2
1, 861.3
Total liabilities
2 , 292 . 3
2, 236. 2
Total equity and liabilities
2 ,32 8. 2
2 , 1 9 7. 7
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board
on 12 March 2025 and signed on its behalf by:
Tom Greenwood
Group Chief Executive Officer
Manjit Dhillon
Group Chief Financial Officer
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Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 December
Attributable
Share-based Convertible to the owners Non–
ShareShare Other Treasury payments bond Translation Retained ofthe controlling Total
capitalpremiumreserves shares reserves reserves reserveearningsCompanyinterest (NCI)equity
NoteUS$mUS$mUS$mUS$mUS$mUS$mUS$mUS$mUS$mUS$mUS$m
Balance at 1 January 2023
13. 5
105.6
(8 7. 0)
(1.1)
23 .2
52 .7
(9 3. 5)
(5 .1)
8.3
41 . 0
49.3
Loss for the year
–
–
–
–
–
–
–
(10 0.1)
(1 00.1)
(11 .7)
(111 .8)
Movement in cash flow hedge reserve
–
–
(14.7)
–
–
–
–
–
(14. 7)
–
(14.7)
Other comprehensive loss
–
–
–
–
–
–
(2 . 3)
–
(2 . 3)
0.5
(1 . 8)
Total comprehensive loss for the year
–
–
(1 4.7)
–
–
–
(2 . 3)
(10 0.1)
(1 1 7. 1)
(11 . 2)
(12 8.3)
Transactions with owners:
Share-based payments
25
–
–
–
–
1.6
–
–
–
1.6
–
1 .6
Transfer of treasury shares
–
–
–
(0. 7)
0.7
–
–
–
–
–
–
Translation of hyperinflationary results
–
–
–
–
–
–
38.9
–
38 .9
–
38.9
Balance at 31 December 2023
13. 5
105.6
(10 1.7)
(1 . 8)
25. 5
5 2.7
(5 6 . 9)
(10 5. 2)
(68.3)
29.8
(38.5)
Profit/(loss) for the year
–
–
–
–
–
–
–
33. 5
33. 5
(6 . 5)
2 7. 0
Movement in cash flow hedge reserve
–
–
8.3
–
–
–
–
–
8.3
–
8.3
Other comprehensive profit/(loss)
–
–
–
–
–
–
( 1 7. 6)
–
(1 7. 6)
–
(1 7. 6)
Total comprehensive profit/(loss) for the year
–
–
8.3
–
–
–
(1 7. 6)
33. 5
24. 2
(6 . 5)
1 7. 7
Transactions with owners:
Share-based payments
–
–
–
–
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
1 05.6
(93 . 4)
(2. 3)
30. 6
52. 7
(30. 3)
(7 1.7)
4.7
31 .2
35. 9
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 (2023: US$7 4 . 2 million) (which arose on the Group reorganisation in 2019 and is the difference between
thecarrying value of the net assets acquired andthenominal value of the share capital) and other individually immaterial items including the cash flow hedge reserve
The accompanying Notes form an integral part of these Financial Statements.
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Financial Statements
20242023
NoteUS$mUS$m
Cash flows from operating activities
Profit/(loss) before tax
44.2
(112 . 2)
Adjustments for:
Other (gains) and losses
24
(1 7. 1)
6 .1
Finance costs
9
218 .6
253.5
Interest receivable
8
(3 . 4)
(1. 3)
Depreciation and amortisation
11–13
166. 2
21 9.0
Share-based payments and long-term incentive plans
25
4.7
3 .7
Loss/(gain) on disposal of property, plant and equipment
5.2
(3 .1)
Operating cash flows before movements in working capital
41 8. 4
3 65 .7
Movement in working capital:
Decrease/(Increase) in inventories
1.4
(3 .1)
(Increase) in trade and other receivables
1
(4 2 . 3)
(8 8 .1)
Decrease/(Increase) in prepayments
14. 3
(5 .1)
Increase/(Decrease) in trade and other payables
1
5.4
49.1
Cash generated from operations
3 9 7. 2
318.5
Interest paid
(165.7)
(1 5 0. 4)
Tax paid
10
(33 . 2)
(20.9)
Net cash generated from operating activities
198 .3
1 4 7. 2
20242023
NoteUS$mUS$m
Cash flows from investing activities
Payments to acquire property, plant and equipment
1
12
(1 4 4 .4)
(191.6)
Payments to acquire intangible assets
1
11
(10 .1)
(4 . 8)
Proceeds on disposal of property, plant and equipment
1.6
(0. 3)
Interest received
3.2
0.9
Net cash used in investing activities
(149.7)
(1 95 . 8)
Cash flows from financing activities
Loan drawdowns
869.0
4 89.6
Loan issue costs
(21. 7)
(12.1)
Repayment of loan
(809.3)
(4 0 1 . 8)
Repayment of lease liabilities
(33 .5)
(32. 5)
Net cash generated from financing activities
4.5
43. 2
Net increase/(decrease) in cash and cash equivalents
53 .1
(5 . 4)
Foreign exchange on translation movement
1.3
(7. 6)
Cash and cash equivalents at 1 January
106.6
119.6
Cash and cash equivalents at 31 December
161 .0
106.6
1 Working capital movements exclude liabilities and assets relating to the purchases of property, plant and equipment
and intangible assets.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 December
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Financial Statements
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
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 & 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. 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 163. The
principal accounting policies adopted by the Group are set out in Note 2. These policies have
been consistently applied to all periods presented with the exception of an update to our
Tower Asset depreciation policy.
During the current financial year, the Group has reviewed and updated its depreciation policy
for tower assets. Previously, tower assets were depreciated over a useful life of up to 15 years.
Following this review, the useful life of tower assets has been extended to up to 30 years
effective 1 January 2024. This change reflects the company’s reassessment of the economic
benefits derived from these assets over a longer period. The impact of this change has been
accounted for prospectively in accordance with the relevant accounting standards.
2(a). Accounting policies
Basis of preparation
The Group’s Financial Statements are prepared in accordance with International Financial
Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS
Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
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 Ghanaian Cedi and Malawian Kwacha. 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.
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
statement of profit or loss and 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).
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Financial Statements
2(a). Accounting policies (continued)
Going concern (continued)
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 for a period which
covers at least 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 (page 18);
– 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);
– 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.
In particular for the current year, the Directors have considered the impact of variable energy
prices and the broader inflationary environment on the Group’s operations and the
refinancing of the Group’s bond debt completed in the year. Net assets at year end were
US$35.9 million, compared to net liabilities of US$38.5 million in 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$131.1 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.
New accounting policies in 2024
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:
– IAS 1: Classification of liabilities as current or non-current and non-current liabilities
with covenants;
– IFRS 16: Lease liability in a sale and leaseback;
– Amendments to IAS 7: Statement of Cash Flows; and
– IFRS 7: Financial Instruments: Disclosures, Supplier Finance Arrangements.
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
(IFRS 3) 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 statement of profit or loss.
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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Financial Statements
2(a). Accounting policies (continued)
Business combinations and goodwill (continued)
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 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.
From 1 January 2024, the Group monitors and tests goodwill for impairment using groups of
CGUs that are aligned with the Group’s operating segments, whereas in prior years goodwill
was tested separately for each country in which the Group operates. No impairment would
have arisen had the current year goodwill impairment tests been performed on a basis
consistent with the prior year.
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 (IFRS 15).
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 below.
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 forecasted,
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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Financial Statements
2(a). Accounting policies (continued)
Foreign currency translation (continued)
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 the Group’s Ghanaian Cedi and Malawian Kwacha operations,
which are subject to hyperinflation accounting. 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 income statement to the 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 are re-attributed to non-controlling interests and are
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, the Group have
determined that Ghana and Malawi have met the requirements to be designated as
hyperinflationary economies under IAS 29 ‘Financial Reporting in Hyperinflationary
Economies’ in the quarter ended 31 December 2024, with the most prevalent indicator being
the increase in inflation over the last 3 years. The Group has therefore applied
hyperinflationary accounting, as specified in IAS 29, to its Ghanaian and Malawian operations
whose functional currencies are the Ghanaian Cedi and the Malawian Kwacha.
Ghanaian Cedi denominated results and non-monetary asset and liability balances for the
current financial year ended 31 December 2024 have been revalued to their present value
equivalent local currency amounts as at 31 December 2024, based on the CPI (Consumer
Price Index) as issued by the Ghana Statistical Service, before translation to US$ at the
reporting date exchange rate of US$1:GHS14.707. The inflation index has risen by 27.1% to
254.9 (2023: 200.5) during the current financial year.
Malawian Kwacha denominated results and non-monetary asset and liability balances for the
current financial year ended 31 December 2024 have been revalued to their present value
equivalent local currency amounts as at 31 December 2024, based on the CPI as issued by
the Reserve Bank of Malawi, before translation to US$ at the reporting date exchange rate of
US$1:MWK1,751.00. The index has increased by 28.1% to 216.1 (2023: 168.7) during the current
financial year. Comparative periods are not restated per IAS 21 ‘The Effects of Changes in
Foreign Exchange rates’.
For the Group’s operations in Ghana and Malawi:
– The gain or loss on net monetary assets resulting from IAS 29 application is recognised in
the consolidated income statement within other gains & losses.
– The Group also presents the gain or loss on cash and cash equivalents as monetary items
together with the effect of inflation on operating, investing and financing cash flows as one
number in the consolidated statement of cash flows.
– The Group has presented the IAS 29 opening balance adjustment to net assets within
currency reserves in equity. Subsequent IAS 29 equity restatement effects and the impact
of currency movements are presented within other comprehensive income because such
amounts are judged to meet the definition of ‘exchange differences’.
The main impacts of the aforementioned adjustments on the consolidated financial
statements are shown below.
Year ended
31 December 2024 Year ended
Increase/ 31 December 2023
(Decrease) Increase/(Decrease)
US$m US$m
Revenue
2.4
0.4
Operating Profit
(7. 5)
(5.8)
Profit/(loss) before tax
(2.7)
(14.0)
Non-current assets
69.5
30.8
Equity attributable to owners of the parent
(64.4)
(27.6)
Financial assets
Within the scope of IFRS 9, financial assets are classified and subsequently measured at
amortised cost, fair value through other comprehensive income (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
statement of profit or loss.
At the current reporting period the Group did not elect to classify any financial instruments
as fair value through OCI.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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Financial Statements
2(a). Accounting policies (continued)
Financial assets (continued)
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 and payables, 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 profit or loss 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 statement of profit or loss.
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.
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 income statement unless designated in an effective cash flow
hedge relationship when the effective portion of changes in value are deferred to 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 other comprehensive income at that time
remains in equity and is recognised in the income statement when the hedged transaction
is ultimately recognised in the 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 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 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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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Financial Statements
2(a). Accounting policies (continued)
Leases (continued)
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 & machinery 3–5 years
Fixtures and fittings 3 years
IT equipment 3 years
Motor vehicles 5 years
Leasehold improvements 5–10 years
Cabinets 8 year s
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 profit and loss.
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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and Financial Statements 2024
Financial Statements
2(a). Accounting policies (continued)
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
143) 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 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.
Inventory
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. Whilst 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
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 statement of profit or loss and 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 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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
134
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
2(a). Accounting policies (continued)
Deferred tax (continued)
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 assess 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 accounting pronouncements
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 2025:
– Amendments to IAS 21 ‘Lack of Exchangeability’ (Effective for 2025)
The Group’s financial reporting will be presented in accordance with the above new
standards from 1 January 2025. 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.
In the application of the Group’s accounting policies, which are described above, the Directors
are required to make judgements (other than those involving estimations) that have a
significant impact on the amounts recognised and 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.
At the date of authorisation of these financial statements, the group has not applied IFRS
Accounting Standards which have been issued but not yet effective:
– IFRS 18 ‘Presentation and Disclosures in Financial Statements’ (Effective for 2027)
The Directors of the company anticipate that the application of these amendments may have
an impact on the group’s consolidated financial statements in future periods.
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
135
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
2(b). Critical judgements in applying the Group’s accounting policies (continued)
Recognition of deferred tax assets
The Group has material unrecognised deferred tax assets across a number of jurisdictions
(see Note 10) which have not been recognised as at 31 December 2024 due to the existence
of previous tax losses in the relevant entities and insufficient certainty as to the availability of
future taxable profits. During 2024 the Group has recognised a deferred tax asset of US$31.6
million, which was not previously recognised as at 31 December 2023, in relation to unrealised
foreign exchange losses on intercompany borrowings in an operating entity where the Group
has developed plans for their realisation, and sufficient future taxable profits are expected to
be available to utilise these tax deductions.
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.
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.
A 100 basis point movement will result in a change in value of US$15.5 million which will be
recognised either in the income statement or in other comprehensive income depending
on if hedge accounting has been applied and effective in the period.
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 the previous financial year, impairment testing was considered a key source of estimation
uncertainty. In 2024, 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
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. Whilst 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. 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 2024 within
the next financial year.
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. Whilst 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 2024 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, 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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
136
Helios Towers plc Annual Report
and Financial Statements 2024
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 &
North Africa
4
East & West Africa
5
Central & Southern Africa
6
Corporate
Group
Oman Tanzania Other DRC Other
For the year to 31 December 2024 US$m US$m US$m US$m
US$m
US$m
US$m
Revenue
68.6
242.1
83.4
296.4
101.5
–
792.0
Adjusted gross margin
1
81%
74%
56%
57%
62%
–
65%
Adjusted EBITDA
2
49.3
171.1
39.3
150.7
48.6
(38.0)
421.0
Adjusted EBITDA margin
3
72%
71%
47%
51%
48%
–
53%
Financing costs
Interest costs
(33.8)
(34.1)
(45.6)
(54.8)
(22.6)
(1.0)
(191.9)
Foreign exchange differences
(0.3)
2.1
0.3
(0.4)
(30.0)
6.6
(21.7)
Loss on refinancing
–
–
–
–
–
(5.0)
(5.0)
Total finance costs
(34.1)
(32.0)
(45.3)
(55.2)
(52.6)
0.6
(218.6)
Other segmental information
Non-current assets
7
501.1
286.3
311.6
398.7
248.6
13.0
1,759.3
Property, plant and equipment additions
22.6
36.5
29.0
53.5
28.0
8.0
177.6
Property, plant and equipment depreciation and amortisation
22.2
31.3
26.6
35.8
17.6
6.8
140.3
1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is profit/(loss) before tax for the year, adjusted for finance costs, other gains and losses, interest receivable, 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.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
4 Middle East & North Africa segment reflects the Company’s operations in Oman.
5 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
6 Central & Southern Africa segment reflects the Company’s operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
7 Non-current assets for 2024 do not include deferred tax assets or derivative financial assets.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Governance Report Financial StatementsStrategic Report
137
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
3. Segmental reporting (continued)
Middle East &
North Africa
East & West Africa
Central & Southern Africa
Corporate
Group
Oman Tanzania Other DRC Other
For the year to 31 December 2023 US$m US$m US$m US$m
US$m
US$m
US$m
Revenue
57. 5
232.5
80.1
256.9
94.0
–
721.0
Adjusted gross margin
1
77%
73%
57%
54%
62%
–
63%
Adjusted EBITDA
2
38.5
162.3
37.5
123.0
44.6
(36.0)
369.9
Adjusted EBITDA margin
3
67%
70%
47%
48%
47%
–
51%
Financing costs
Interest costs
(36.0)
(37.8)
(28.3)
(54.7)
(24.1)
5.7
(175.2)
Foreign exchange differences
(0.6)
(37.9)
(31.7)
0.3
(30.2)
14.0
(86.1)
Gain on refinancing
–
–
–
–
–
7.8
7.8
Total finance costs
(36.6)
(75.7)
(60.0)
(54.4)
(54.3)
27.5
(253.5)
Other segmental information
Non-current assets
509.4
281.9
300.3
383.4
251.6
12.0
1,738.6
Property, plant and equipment additions
13.1
34.2
24.2
68.1
36.3
3.0
178.9
Property, plant and equipment depreciation and amortisation
23.2
47.8
29.1
51.7
27. 8
7.4
187.0
1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is profit/(loss) before tax for the year, adjusted for finance costs, other gains and losses, interest receivable, 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.
3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
4 Middle East & North Africa segment reflects the Company’s operations in Oman.
5 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
6 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 2024,
revenue from our top four MNO customers, collectively accounted for 68.9% of our revenue (2023: 69.7%).
Year ended 31 December
Revenue
Revenue
2024 2024 2023 2023
(US$m) US$m % US$m %
Airtel Africa
192.2
24.3%
197.1
27.4%
Vodafone/Vodacom
182.2
23.0%
154.5
21.4%
Orange
89.0
11.2%
77. 5
10.8%
Axian
82.4
10.4%
73.0
10.1%
Total
545.8
68.9%
502.1
69.7%
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
138
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
4. Reconciliation of aggregate segment Adjusted EBITDA to profit/(loss) before tax
The key segment operating result used by chief operating decision maker (CODM) is
Adjusted EBITDA which is also used as an Alternative Performance Measure for the Group
as a whole.
Management defines Adjusted EBITDA as profit/(loss) before tax for the year, adjusted for
finance costs, other gains and losses, interest receivable, 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.
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 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/(loss) before tax as follows:
2024 2023
US$m US$m
Adjusted EBITDA
421.0
369.9
Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs
1
(1.4)
(3.3)
Share-based payments and long-term incentive plan charges
2
(4.7)
(3.7)
Other
(1.2)
(0.9)
(Loss)/gain on disposal of property, plant and equipment
(5.2)
3.1
Other gains and (losses)
17.1
(6.1)
Depreciation of property, plant and equipment
(113.3)
(160.9)
Amortisation of intangible assets
(27.0)
(26.1)
Depreciation of right-of-use assets
(25.9)
(32.0)
Interest receivable
3.4
1.3
Finance costs
(218.6)
(253.5)
Profit/(loss) before tax
44.2
(112.2)
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.
5a. Operating profit
Operating profit is stated after charging the following:
2024 2023
US$m US$m
Cost of inventory expensed
131.0
125.1
Auditor remuneration (see Note 5b)
3.1
2.9
Loss/(gain) on disposal of property, plant and equipment
5.2
(3.1)
Depreciation and amortisation
166.2
219.0
Staff costs (Note 6)
47.7
42.3
5b. Audit remuneration
2024 2023
US$m US$m
Statutory audit of the Company’s annual accounts
0.7
0.8
Statutory audit of the Group’s subsidiaries
2.1
1.8
Audit fees
2.8
2.6
Interim review engagements
0.3
0.3
Other assurance services
1
0.3
–
Audit related assurance services
0.6
0.3
Total non-audit fees
0.6
0.3
Total fees
3.4
2.9
1 Other assurance services in relation to bond issuance in the year.
6. Staff costs
Staff costs consist of the following components:
2024 2023
US$m US$m
Wages and salaries
44.0
38.9
Social security costs – employer contributions
2.8
2.6
Pension costs
0.9
0.8
47.7
42.3
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:
2024
2023
Operations
320
320
Legal and regulatory
65
61
Administration
68
61
Finance and IT
119
120
Sales and marketing
39
36
611
598
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
139
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
7. Key management personnel compensation
2024 2023
US$m US$m
Salary, fees and bonus
3.9
3.7
Pension and benefits
0.2
0.2
Share-based payment charge
0.7
0.6
4.8
4.5
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
2024 2023
US$m US$m
Bank interest receivable
3.4
1.3
9. Finance costs
2024 2023
US$m US$m
Foreign exchange differences
21.7
86.1
Interest costs
165.6
150.2
Interest costs on lease liabilities
26.3
25.0
Loss/(gain) on refinancing
5.0
(7. 8)
218.6
253.5
Foreign exchange differences in 2023 also included foreign exchange effects within the
Group’s overseas subsidiaries of certain intragroup US dollar loans. Following the refinancing
of certain of the Group’s debt in the year, these loans were designated part of the Group’s net
investment in those subsidaries and accordingly the related foreign exchange differences
were recorded in other comprehensive income from 2024.
10. Tax expense/(credit), tax paid and deferred tax
2024 2023
US$m US$m
(a) Tax expense/(credit):
Current tax
In respect of current year
32.8
24.7
Adjustment in respect of prior years
10.1
(0.6)
Total current tax
42.9
24.1
Deferred tax
Originating temporary differences on acquisition of subsidiary
undertakings
(1.0)
0.6
Originating temporary differences on capital assets and losses
(28.7)
(24.6)
Adjustment in respect of prior years
4.0
(0.5)
Total deferred tax
(25.7)
(24.5)
Total tax expense/(credit)
17. 2
(0.4)
(b) Tax reconciliation:
Gain/(loss) before tax
44.2
(112.2)
Tax computed at local statutory tax rate
11.1
(26.4)
Tax effect of expenditure not deductible
32.5
20.8
Fixed asset timing differences
0.4
(3.2)
Change in deferred income tax movement not recognised
11.8
3.9
Recognition of previously unrecognised deferred tax
(31.6)
–
Prior year over/(under) provision
14.1
(1.2)
Minimum income taxes
3.0
0.3
Different tax rates applied in overseas jurisdictions
3.7
4.1
Other
(28.0)
1.3
Total tax expense/(credit)
17. 2
(0.4)
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% (2023: 23.5%). 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 and asset-based taxes apply to
operating entities in DRC and Senegal respectively which reported tax losses for the year
ended 31 December 2024. Minimum income tax rules do not apply to the loss-making entities
in Malawi, Oman or South Africa.
The tax charge reported in the Group consolidated financial statements reflects losses
recorded in certain holding
companies in Mauritius and UK which are not able to be group relieved against taxable
profits in the operating company jurisdictions. The tax charge for 2024 includes a one-off
benefit due to certain current tax deductions included within ‘other’ and the recognition of
certain previously unrecognised deferred tax assets as shown in the tax reconciliation above.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
140
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
10. Tax expense/(credit), tax paid and deferred tax (continued)
The profits of the Mauritius entities are subject to taxation at the headline rate of 17%
(2023: 15%), with eligibility for a statutory 80% exemption, subject to ongoing satisfaction
of the Global Business License conditions.
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
provisions held by the Group to be appropriate.
2024 2023
Tax paid US$m US$m
Income tax
(33.2)
(20.9)
Total tax paid
(33.2)
(20.9)
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
tax Temporary Tax Intangible
depreciation differences losses assets Total
US$ US$m US$m US$m US$m
1 January 2023
(3.5)
9.3
–
(37. 2)
(31.4)
Adjustment to opening reserves
(7.1)
–
–
–
(7.1)
Charge for the year
(1.4)
18.9
6.4
0.7
24.6
Exchange rate differences
–
–
–
1.6
1.6
31 December 2023
(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
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 the analysis of the deferred tax balances
(after offset) for financial reporting purposes:
2024 2023
US$m US$m
Deferred tax liabilities
(28.3)
(25.9)
Deferred tax assets
42.2
13.6
Total
13.9
(12.3)
2024 2023
US$m US$m
Property, plant and equipment
(3.2)
(5.9)
Tax losses
9.2
6.5
Provisions
2.6
11.4
Unrealised foreign exchange
31.6
–
IFRS 16
2.0
1.6
Deferred tax assets
42.2
13.6
Property, plant and equipment
(8.2)
5.5
Intangible assets
(35.0)
(39.1)
Unrealised foreign exchange
5.2
5.2
Provisions
8.9
0.4
IFRS 16
0.4
1.1
Other
0.4
1.0
Deferred tax liabilities
(28.3)
(25.9)
Total
13.9
(12.3)
Unrecognised deferred tax
No deferred tax asset is recognised on US$187.0 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$122.2 million are subject to expiry
under local statutory tax rules within periods of 3 to 5 years and US$64.8 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 is Mauritius US$96.0 million (tax effect US$16.3 million),
Oman US$26.2 million (tax effect US$3.9 million), South Africa US$19.8 million (tax effect
US$5.5 million), and UK US$37.2 million (tax effect US$9.3 million).
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
141
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
11. Intangible assets
Customer Customer Colocation Non-compete Computer software
Goodwill contracts relationships rights agreement and licence Total
US$m US$m US$m US$m US$m US$m US$m
Cost
At 1 January 2023
44.2
2.9
524.2
8.8
0.9
44.6
625.6
Additions during the year
–
–
–
–
–
4.8
4.8
Effects of foreign currency exchange differences
(3.5)
(0.2)
(3.1)
(0.8)
0.1
(0.9)
(8.4)
At 31 December 2023
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
Amortisation
At 1 January 2023
–
(0.7)
(11.3)
(2.2)
(0.8)
(35.4)
(50.4)
Charge for year
–
(0.2)
(19.7)
(0.8)
(0.2)
(5.2)
(26.1)
Effects of foreign currency exchange differences
–
0.1
(0.5)
0.2
0.1
1.0
0.9
At 31 December 2023
–
(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)
Net book value
At 31 December 2024
44.9
1.6
469.1
4.9
–
10.9
531.4
At 31 December 2023
40.7
1.9
489.6
5.2
0.1
8.9
546.4
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
142
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
11. Intangible assets (continued)
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:
2024 2023
Goodwill US$m US$m
Middle East & North Africa
16.6
16.6
East & West Africa
14.6
10.3
Central & Southern Africa
13.7
13.8
Total
44.9
40.7
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; and
– operating cost and capital expenditure requirements.
For 2024 the key assumptions used to assess the value in use calculations were a pre-tax
discount rate of 11.0% in Middle East and North Africa, 11.7% in East and West Africa and
14.0% in Central and Southern Africa, and an estimated long-term growth rate of 2.0%
assumed across all markets.
In the prior year goodwill was tested on a operating company basis and the key assumptions
used to assess the value in use calculations were a pre-tax discount rate of 11.4% in South
Africa, 11.4% in Senegal, 13.1% in Madagascar, 11.3% in Malawi and 10.8% in Oman, and an
estimated long-term growth rates assumed of 2.0% across all markets.
Following the goodwill impairment testing, there was sufficient headroom and no
impairments were recognised. Furthermore, no assumptions were identified where a
reasonably possible change in the assumption used for 2024 would give rise to an
impairment.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
143
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
12. Property, plant and equipment
Fixtures Leasehold
IT equipment and fittings Motor vehicles Site assets Land improvements Total
US$m US$m US$m US$m US$m US$m US$m
Cost
At 1 January 2023
7.9
1.7
4.3
1,818.1
6.5
3.4
1,841.9
Additions
0.1
0.1
0.6
177.9
0.1
0.1
178.9
Disposals
–
–
(0.1)
(6.8)
–
–
(6.9)
Effects of foreign currency exchange differences
(0.1)
–
(0.2)
(80.1)
(0.2)
–
(80.6)
Hyperinflation impacts
0.8
0.2
1.2
110.2
–
0.1
112.5
At 31 December 2023
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
Depreciation
At 1 January 2023
(7.6)
(1.4)
(3.6)
(918.0)
(0.3)
(3.1)
(934.0)
Charge for the year
(0.3)
(0.3)
(0.4)
(159.7)
(0.1)
(0.1)
(160.9)
Disposals
–
–
0.3
6.3
–
–
6.6
Effects of foreign currency exchange differences
0.1
–
0.2
43.0
–
–
43.3
Hyperinflation impacts
(0.8)
(0.2)
(1.1)
(80.3)
–
(0.1)
(82.5)
At 31 December 2023
(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)
Net book value
At 31 December 2024
0.6
1.6
2.2
969.8
5.9
0.9
981.0
At 31 December 2023
0.1
0.1
1.2
910.6
6.0
0.3
918.3
At 31 December 2024, the Group had US$151.6 million (2023: US$184.8 million) of expenditure recognised in the carrying amount of items of site assets that were in the course
of construction. On completion of the construction, they will remain within the site assets balance, and depreciation will commence when the assets are available for use.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
144
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
13. Right-of-use assets
Motor
Land Buildings vehicles Total
US$m US$m US$m US$m
Cost
At 1 January 2023
288.9
14.0
0.4
303.3
Additions
44.3
13.3
1.1
58.7
Disposals
(19.6)
(2.2)
(0.2)
(22.0)
Hyperinflation impacts
25.6
2.4
–
28.0
Effects of foreign currency exchange differences
(12.2)
(0.6)
–
(12.8)
At 31 December 2023
327.0
26.9
1.3
355.2
Additions
19.5
1.1
–
20.6
Disposals
(3.8)
(9.4)
(1.1)
(14.3)
Hyperinflation impacts
1.0
0.5
–
1.5
Effects of foreign exchange differences
(2.8)
(0.1)
–
(2.9)
At 31 December 2024
340.9
19.0
0.2
360.1
Depreciation
At 1 January 2023
(68.8)
(7. 8)
(0.2)
(76.8)
Charge for the year
(27. 2)
(4.1)
(0.7)
(32.0)
Disposals
14.1
2.1
0.3
16.5
Hyperinflation impacts
(11.4)
(1.4)
–
(12.8)
Effects of foreign exchange differences
3.7
0.2
–
3.9
At 31 December 2023
(89.6)
(11.0)
(0.6)
(101.2)
Charge for the year
(21.5)
(4.2)
(0.2)
(25.9)
Disposals
3.8
7.6
0.8
12.2
Hyperinflation impacts
(1.0)
(0.6)
0.1
(1.5)
Effects of foreign exchange differences
3.2
0.2
(0.2)
3.2
At 31 December 2024
(105.1)
(8.0)
(0.1)
(113.2)
Net book value
At 31 December 2024
235.8
11.0
0.1
246.9
At 31 December 2023
237.4
15.9
0.7
254.0
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Governance Report Financial StatementsStrategic Report
145
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
14. Inventories
2024 2023
US$m US$m
Inventories
10.0
12.7
Inventories are primarily made up of fuel stocks of US$9.9 million (2023: US$12.5 million) and
raw materials of US$0.1 million (2023: US$0.2 million). The impact of inventories recognised
as an expense during the year in respect of continuing operations was US$131.0 million
(2023: US$125.1 million).
15. Trade and other receivables
2024 2023
US$m US$m
Trade receivables
179.8
145.2
Loss allowance
(6.9)
(5.4)
172.9
139.8
Contract Assets
80.3
109.1
Sundry Receivables
29.1
33.1
VAT and withholding tax receivable
23.0
15.2
305.3
297. 2
2024 2023
Loss allowance US$m US$m
Balance brought forward
(5.4)
(5.8)
Amounts written off/derecognised
–
–
Net remeasurement of loss allowance
(1.5)
–
Unused amounts reversed
–
0.4
(6.9)
(5.4)
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 expected credit loss and impairment 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.
US$52.8 million of new contract assets were recognised in the year and US$10.5 million
of contract assets at 31 December 2023 were recovered from customers.
Of the trade receivables balance at 31 December 2024, 99.4% (2023: 90.0%) is due
from large multinational MNOs. The Group does not hold any collateral or other credit
enhancements over these balances nor does it have a legal right of offset against any
amounts owed by the Group to the counterparty.
Debtor days
The Group calculates debtor days as set out in the table below. It considers its most relevant
customer receivables exposure on a given reporting date to be the amount of receivables
due in relation to the revenue that has been reported up to that date. It therefore defines its
net receivables as the total trade receivables and accrued revenue, less loss allowance and
deferred income that has not yet been settled.
2024 2023
US$m US$m
Trade receivables
179.8
145.2
Accrued revenue
1
7.0
10.1
Less: Loss allowance
(6.9)
(5.4)
Less: Deferred income
2,3
(74.5)
(56.5)
Net receivables
105.4
93.4
Revenue
792.0
721.0
Debtor days
49
47
1 Reported within sundry receivables.
2 Deferred income, as per Note 19, has been adjusted for US$39.9 million (2023: US$4.1 million) in respect of amounts
settled by customers at the balance sheet date and 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 2024, US$18.8 million (2023: US$26.8 million) of services had been provided
to customers which had yet to meet the Group’s probability criterion for revenue recognition
under the Group’s accounting policies. Revenue for these services will be recognised in the
future as and when all recognition criteria are met.
16. Prepayments
2024 2023
US$m US$m
Prepayments
36.9
42.6
Prepayments primarily comprise advance payments to suppliers.
17. Cash and cash equivalents
2024 2023
US$m US$m
Bank balances
161.0
106.6
Cash and cash equivalents comprise cash at bank and in hand.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
146
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
18. Share capital and share premium
2024
2023
Number Number
of shares of shares
(million) US$m
(million)
US$m
Authorised, issued and fully paid ordinary
shares of £0.01 each
1,052.7
13.5
1,050.5
13.5
1,052.7
13.5
1,050.5
13.5
The share capital of the Group is represented by the share capital of the Company, Helios
Towers plc. 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 2,005,178 (2023: 1,560,641). Share-based payment
expense for 2024 was US$4.7 million (2023: US$3.7 million) of which US$4.6 million
(2023: US$1.6 million) was recognised in the share-based payment reserve (see page 125).
19. Trade and other payables
2024 2023
US$m US$m
Trade payables
37.9
31.3
Deferred income
64.4
60.6
Deferred consideration
29.3
33.5
Accruals
123.5
148.6
VAT, withholding tax, and other taxes payable
53.9
27.7
309.0
301.7
Trade payables and accruals principally comprise amounts outstanding for trade purchases
and ongoing costs. The average credit period taken for trade purchases is 28 days (2023: 23
days). Payable days are calculated as trade payables and payables to related parties, divided
by cost of sales plus 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 which is billed in advance. The Group
recognised revenue of US$60.6 million (2023: US$9.8 million) from contract liabilities held
on the balance sheet at the start of the financial year. Contract liabilities are presented as
deferred income in the table above.
Deferred consideration relates contractually agreed consideration withheld at the date assets
were acquired. However, would become payable at a future point in time or earlier if the seller
met certain conditions.
Accruals consist of general operational accruals, accrued capital items, and goods received
but not yet invoiced. The Directors consider the carrying amount of trade payables
approximates to their fair value due to their short-term nature.
20. Loans and bonds
2024 2023
US$m US$m
Loans and bonds
1,698.1
1,632.3
Bank overdraft
23.2
18.0
Total loans and bonds
1,721.3
1,650.3
Current
39.9
37.7
Non-current
1,681.4
1,612.6
1,721.3
1,650.3
Loans are classified as financial liabilities and measured at amortised cost.
During the year, the Group issued US$850.0 million 7.500% senior notes due 2029. The
proceeds were used to wholly repurchase, or otherwise redeem, its existing 2025 senior
notes and prepay and cancel certain operating company facilities, in addition to partially
prepaying amounts drawn under its Group term facilities.
The following table provides a breakdown of the Group’s debt instruments including
currency, maturity, size and drawn amounts.
At December 2024
At December 2023
Loan
Maturity
Facility US$m
Drawn US$m
Facility US$m
Drawn US$m
Senior notes (USD)
2029
850.0
850.0
–
–
Senior notes (USD)
2025
–
–
650.0
650.0
Convertible Bond
1
(USD)
2027
247.3
247.3
247.3
247.3
Term Facility A (USD)
2028
64.0
64.0
80.0
80.0
Term Facility B (USD)
2028
120.0
–
120.0
–
Term Facility C (USD)
2028
261.0
261.0
400.0
325.0
Revolving Credit Facility (USD)
2028
90.0
–
90.0
–
Oman Facility A (USD)
2035
187.8
187. 8
200.0
200.0
Oman Facility B (OMR)
2035
40.0
14.8
40.0
–
Revolving Credit Facility (OMR)
Annual
20.0
–
20.0
–
Senegal Facility A (EUR)
2027
–
–
27.1
27.1
Senegal Facility B (XOF)
2027
–
–
9.1
9.1
IFC Facility (EUR)
2030
–
–
67.6
30.6
Minority SHL Oman (USD)
2032
45.5
42.5
45.5
42.5
Minority SHL Malawi (MWK)
2032
6.2
6.0
6.2
4.2
Bank Overdraft (USD)
Quarterly
44.0
23.2
24.0
18.0
Taxes, issue costs and other
2
–
24.7
–
16.5
Total
1,721.3
1,650.3
1 Total facility is US$300.0 million. The equity reserve component is US$52.7 million in both years.
2 Taxes are withholding taxes on interest.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
147
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
20. Loans and bonds (continued)
In March 2021 the Group issued US$250.0 million of convertible bonds with a coupon of
2.875%, due in 2027. In June 2021 the Group tapped the bond for an aggregate principal
amount of US$50.0 million, bring the total to US$300.0 million. The initial conversion price
was set at US$2.9312. On initial recognition of the convertible bond and the convertible bond
tap, an equity reserve component was recognised of US$52.7 million including transaction
costs.
21. Lease liabilities
2024 2023
US$m US$m
Short-term lease liabilities
Land
31.1
30.2
Buildings
2.1
4.7
Motor vehicles
–
0.6
33.2
35.5
2024 2023
US$m US$m
Long-term lease liabilities
Land
181.6
193.1
Buildings
8.9
10.8
Motor vehicles
–
–
190.5
203.9
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$47.7 million (2023: US$45.3 million) which
includes principal and interest.
The profile of the outstanding undiscounted contractual payments fall due as follows:
Within 1–5 years 5–10 years 10+ years Total
1 year US$m US$m US$m US$m US$m
31 December 2024
42.7
135.6
135.4
344.5
658.2
31 December 2023
44.4
139.8
138.6
350.6
673.4
22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of the
reporting period. This is total revenue which 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.
2024 2023
US$m US$m
Total contracted revenue
5,114.7
5,417.2
Contracted revenue
The following table provides our total undiscounted contracted revenue by country as at
31 December 2024 for each year from 2025 to 2029, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2024 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 2024, total contracted revenue was US$5.1 billion (2023: US$5.4 billion),
with an average remaining life of 6.9 years (2023: 7.8 years).
Year ended 31 December
(US$m)
2025
2026
2027
2028
2029
Middle East & North Africa
55.6
55.5
55.5
55.5
55.5
East & West Africa
300.0
259.0
245.6
238.9
235.8
Central & Southern Africa
361.1
322.0
287.6
270.8
214.8
Total
716.7
636.5
588.7
565.2
506.1
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.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
148
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
24. Other gains and (losses)
2024 2023
US$m US$m
Fair value gain on embedded derivative financial instruments
0.3
2.1
Net monetary gain/(loss) on hyperinflation
16.9
(7.9)
Fair value movement on forward contracts
(0.1)
(0.3)
17.1
(6.1)
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. The remaining vested
options lapse in 2025.
Number of options
2024
2023
As at 1 January
522,053
774,553
Granted during the year
–
–
Exercised during the year
(40,566)
(252,500)
Forfeited during the year
–
–
At 31 December
481,487
522,053
Of which:
Vested and exercisable
481,487
522,053
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), 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 Employee Incentive Plan 2019 (the EIP).
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 Long-Term Incentive Plan 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.
2024 2023
Number Number
of options of options
As at 1 January
16,565,765
10,534,604
Granted during the year
14,410,164
9,097,196
Lapsed during the year
(1,203,386)
(1,282,200)
Exercised during the year
(1,
207,928)
(977,063)
Forfeited during the year
(1,258,835)
(806,772)
As at 31 December
27, 305
,780
16,565,765
Vested and exercisable at 31 December
1,441,907
954,734
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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149
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
25. Share-based payments (continued)
Employee Incentive Plan (continued)
The IFRS 2 charge recognised in the Consolidated Income Statement for the 2024 financial
year in respect of the EIP was US$3.7 million (2023: US$2.1 million). All share options
outstanding as at 31 December 2024 have a weighted average remaining contractual life
of 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:
2022 LTIP Award
Relative Adjusted
TSR
EBITDA
ROIC
Impact Scorecard
Grant date
28-Apr-22
28-Apr-22
28-Apr-22
28-Apr-22
Share price at grant date
£1.115
£1.115
£1.115
£1.115
Fair value as a percentage of the
grant price
51.6%
100%
100.0%
100.0%
Term to vest (years)
2.68
n/a
n/a
n/a
Expected life from grant date
(years)
2.68
2.68
2.68
2.68
Volatility
47.4%
n/a
n/a
n/a
Risk-free rate of interest
1.6%
n/a
n/a
n/a
Dividend yield
n/a
n/a
n/a
n/a
Average FTSE 250 volatility
42.7%
n/a
n/a
n/a
Average FTSE 250 correlation
27.7%
n/a
n/a
n/a
Fair value per share
£0.580
£1.120
£1.120
£1.120
2023 LTIP Award
Relative Adjusted
TSR
EBITDA
ROIC
Impact Scorecard
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%
Term to vest (years)
2.87
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
TSR
EBITDA
ROIC
Impact Scorecard
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%
100%
100%
Term to vest (years)
2.66
n/a
n/a
n/a
Expected life from grant date
(years)
2.66
2.66
2.66
2.66
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
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 and
2024, 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.
2024 2023
Number Number
of RSUs of RSUs
As at 1 January
3,265,037
1,684,018
Granted during the year
1,480,813
1,762,150
Forfeited during the year
(283,488)
(143,483)
Vested during the year
(506,969)
(37,648)
As at 31 December
3,955,393
3,265,037
Deferred Bonuses
2024
2023
As at 1 January
85,755
85,755
Granted during the year
141,170
–
Forfeited during the year
–
–
Vested during the year
(36,583)
–
As at 31 December
190,342
85,755
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
150
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
26. Financial instruments
Financial instrument assets and liabilities held by the Group are as follows:
31 December 31 December
2024 2023
US$m US$m
Balance brought forward
(8.3)
2.8
Derivative financial assets:
Derivative financial instrument – 7.000% Senior Notes 2025
(6.3)
3.5
Derivative financial instrument – 7.500% Senior Notes 2029
13.5
–
Derivative financial liabilities:
Cash flow hedge reserve movement
8.8
(14.6)
Balance carried forward
7.7
(8.3)
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
Some of 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 which 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.
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 4.4x to 4.0x over the last 12 months and the Group has aspirations to
reduce this further. See page 54 for further detail.
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the year end is as follows:
2024 2023
US$m US$m
Debt (net of issue costs)
1,945.0
1,889.7
Less: cash and cash equivalents
(161.0)
(106.6)
Net debt
1,784.0
1,783.1
Equity attributable to the owners
3.0
(68.3)
Non-controlling interests
32.9
29.8
49.7x
(46. 3x)
Debt is defined as long-term and short-term loans and lease liabilities, as detailed in Notes 20
and 21 respectively.
Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
151
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
26. Financial instruments (continued)
Categories of financial instruments
2024 2023
US$m US$m
Financial assets
Financial assets at amortised cost:
Cash and cash equivalents
161.0
106.6
Trade and other receivables
282.3
321.6
Fair value through profit or loss:
443.3
428.2
Derivative financial assets
13.5
6.3
456.8
434.5
Financial liabilities
Amortised cost:
Trade and other payables¹
190.7
213.4
Bank overdraft
23.2
18.0
Lease liabilities
223.7
239.4
Loans
1,698.1
1,632.3
Minority interest buyout
4.2
4.3
2,139.9
2,107.4
Fair value through other comprehensive income:
Derivative financial liabilities
5.8
14.6
2,145.7
2,122.0
1 Deferred consideration of US$29.3 million (2023: US$33.5 million) is included within the trade and other payables
balance.
As at 31 December 2024 and 31 December 2023, 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$841.9 million at 31 December 2024 and a fair value of US$866.7 million. The
US$300.0 million convertible bond maturing in 2027 had a carrying value of
US$300.0 million at 31 December 2024 and a fair value of US$262.1 million. At 31 December
2024, the fair value of the cash flow hedge held by the Group was US$5.8 million (2023:
US$14.6 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 2024 a change of 100 basis points would increase or decrease derivative
financial liabilities and equity by US$15.5 million.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently,
exposures to exchange rate fluctuations arise. The Group’s main currency exposures
were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS),
Central African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK)
through its main operating subsidiaries. The Group has exposure to Sterling (GBP)
fluctuations on its financial assets and liabilities, however, this is not considered material.
The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
Assets
Liabilities
2024 2023 2024 2023
US$m US$m US$m US$m
New Ghanaian Cedi
17.2
18.0
19.7
19.1
Malagasy Ariary
13.4
11.7
10.6
13.5
Tanzanian Shilling
100.2
61.9
101.0
85.1
South African Rand
3.1
6.1
12.7
16.0
Central African Franc
41.4
35.7
65.9
156.1
Malawian Kwacha
13.4
15.2
16.7
14.8
Omani Rial
45.3
35.5
89.5
85.7
234.0
184.1
316.1
390.3
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
152
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
26. Financial instruments (continued)
a. Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to foreign exchange risk. The percentage
movement applied to the currency is based on the average movements in the previous three
annual reporting periods of the US Dollar against the GHS, XAF, TZS, MGA, ZAR and MWK, as
per the prior year process. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year-end for a change in foreign
currency rates. A positive number below indicates an increase in profit and other equity where
US Dollar weakens against the GHS, XAF, TZS, ZAR, MWK or OMR. For a strengthening of US
Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an equal and opposite
effect on the profit and other equity, on the basis that all other variables remain constant.
Impact on profit or loss
2024 2023
US$m US$m
New Ghanaian Cedi impact
(0.9)
(0.3)
Malagasy Ariary impact
0.2
(0.1)
Tanzanian Shilling impact
(0.0)
(0.7)
South African Rand impact
(0.5)
(0.8)
Central African Franc Impact
(0.7)
(3.8)
Malawian Kwacha impact
(0.9)
0.1
Omani Rial impact (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 other 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.
The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral where appropriate, 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
2024, the Group has a concentration risk with regards to four of its largest customers.
Credit risk management (continued)
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
amongst 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 2024
31 December 2023
Gross Loss Net Gross Loss Net
exposure allowance exposure exposure allowance exposure
Group Rating
Risk Level
US$m US$m US$m US$m US$m US$m
1
Remote risk
238.5
(1.9)
236.6
251.6
(0.3)
251.3
2
Low risk
30.6
(1.1)
29.5
27.0
(0.9)
26.1
3
Medium risk
0.2
–
0.2
0.9
(0.1)
0.8
4
High risk
18.7
(3.2)
15.5
5.9
(3.5)
2.4
5
Risk of loss
1.2
(0.7)
0.5
2.0
(0.6)
1.4
Total
289.2
(6.9)
282.3
287.4
(5.4)
282.0
In respect to cash and cash equivalents, the Group believe that credit risk is not significant on
the basis that cash balances are held with credit worthy 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$90.0 million for funding general corporate and working capital
needs. As at 31 December 2024 the facility was undrawn. This facility is available until
December 2028. The Group has remained compliant during the year to 31 December 2024
with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for
further information in relation to debt facilities.
Ultimate responsibility for liquidity risk management rests with the Board. The Group
manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities
and continuously monitoring forecast and actual cash flows including consideration of
appropriate sensitivities.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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153
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and Financial Statements 2024
Financial Statements
26. Financial instruments (continued)
c. Non-derivative financial liabilities
The following tables detail the Group’s remaining contractual maturity for its non-derivative
financial liabilities. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay.
The table below includes principal cash flows.
Within
1 year 1–2 years 2–5 years 5+ years Total
US$m US$m US$m US$m US$m
31 December 2024
Non-interest bearing
190.7
–
–
–
190.7
Fixed interest rate instruments
65.9
41.1
1,191.8
529.7
1,828.5
Variable interest rate instruments
13.0
13.8
374.5
132.4
533.7
269.6
54.9
1,566.3
662.1
2,552.9
31 December 2023
Non-interest bearing
213.4
–
–
–
213.4
Fixed interest rate instruments
44.4
789.8
438.6
350.5
1,623.3
Variable interest rate instruments
18.0
22.3
489.8
144.5
674.6
275.8
812.1
928.4
495.0
2,511.4
d. Non-derivative financial assets
The following table details 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 2024
Non-interest bearing
282.3
–
–
–
282.3
Variable interest rate instruments
161.0
–
–
–
161.0
443.3
–
–
–
443.3
31 December 2023
Non-interest bearing
282.0
–
–
–
282.0
Variable interest rate instruments
106.6
–
–
–
106.6
388.6
–
–
–
388.6
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 (04 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 options are fair valued using the difference model due to the lack of publicly available
information on the key valuation drivers of similar embedded bonds preventing market
participants to reliably estimate the value of embedded put options. The options are
considered a Level 3 financial instrument in the fair value hierarchy of IFRS 13, owing to the
presence of unobservable inputs.
Where Level 1 (market observable) inputs are not available, the Helios Group engages a
third-party qualified valuer to perform the valuation. Management works closely with the
qualified external valuer to establish the appropriate valuation techniques and inputs to the
model. The Senior Notes are listed and have an embedded derivative. The fair value of the
embedded derivative is the difference between the quoted price of the Senior Notes and the
fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair
value of the Senior Notes as at the valuation date has been sourced from an independent
third-party data vendor. The fair value of the host contract is calculated by discounting the
Senior Notes’ future cash flows (coupons and principal payment) at US Dollar three-month
SOFR plus Helios Towers’ credit spread. For the valuation date of 31 December 2024, a relative
5% increase in credit spread would result in a nil valuation of the embedded derivatives.
As at the reporting date, the call option of the new bond had a fair value of US$13.5 million.
This is compared to the option on the prior bond which was fully repaid in June 2024, with
fair value at 31 December 2023 of US$6.3 million. The put option of the new bond has a fair
value of US$0 million (31 December 2023: US$0 million). The difference in the fair value of
the call option between the two instruments is attributable the tightening of the Group’s
credit spread, which is in line with the market movement.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
154
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
26. Financial instruments (continued)
The key assumptions in determining the fair value are:
– the quoted price of the bond as at 31 December 2024;
– the credit spread; and
– the yield curve.
The probabilities relating to change of control and major asset sale represent a reasonable
expectation of those events occurring that would be held by a market participant.
Within
1 year 1–2 years 2–5 years 5+ years Total
US$m US$m US$m US$m US$m
31 December 2024
Net settled:
Embedded derivatives
–
–
13.5
–
13.5
–
–
13.5
–
13.5
31 December 2023
Net settled:
Embedded derivatives
–
6.3
–
–
6.3
–
6.3
–
–
6.3
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 income statement, amounts
previously recognised in other comprehensive income and accumulated in equity for the
hedging instrument are reclassified to the income statement.
If a forecast transaction is no longer expected to occur, the gain or loss accumulated in
equity is recognised immediately in the 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.
f. Risk management strategy of hedge relationships (continued)
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 table below summaries the maturity profile of the Company’s financial liabilities based
on contractual undiscounted payments.
Less than
On demand 12 months 1–2 years 2–5 years >5 years Total
US$m US$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)
Opening (Gain)/loss Closing Weighted
Notional Carrying balance 1 Jan deferred to balance average
amounts value 2024 OCI 31 Dec 2024 maturity
Interest Rate Swaps US$m US$m US$m US$m US$m year
USD Term Loans
394
(4.4)
14.7
8.3
4.4
2029
Less than
On demand 12 months 1–2 years 2–5 years >5 years Total
US$m US$m US$m US$m US$m US$m
31 December 2023
Financial derivatives
–
1.4
(5.5)
(12.7)
(2.1)
(18.9)
–
1.4
(5.5)
(12.7)
(2.1)
(18.9)
Opening (Gain)/loss Closing Weighted
Notional Carrying balance 1 Jan deferred to balance average
amounts value 2023 OCI 31 Dec 2023 maturity
Interest Rate Swaps US$m US$m US$m US$m US$m year
USD Term Loans
400
(14.7)
–
14.7
14.7
2029
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
Financial StatementsGovernance ReportStrategic Report
155
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
26. Financial instruments (continued)
Cash flow hedges
At 31 December 2024, the Group held the following instruments to hedge secured overnight
financing rate exposures to changes in foreign currency and interest rates.
1–6 months 6–12 months More than
US$m US$m 1 year US$m
Foreign currency risk
Forward exchange contracts
Net exposure
14.5
12.0
–
Average GBP:USD forward contract rate
1.26
1.26
–
Interest rate swaps
Notional amount
3.2
3.3
387.4
Average fixed interest rate
4.215%
4.215%
4.401%
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 the DRC tax authorities issued a payment collection notice
for environmental taxes amounting to US$31.8 million for the financial years 2013 to 2016.
A claim arising from a prior period is outstanding from DRC tax authorities issued an
assessment on a number of taxes amounting to US$39.9 million for the financial years 2020
to 2022.
For the cases above, responses have been submitted to the relevant tax authority in relation
to the assessments and remain under review with local tax experts. The Directors believe that
the quantum of potential future cash outflows in relation to these tax audits is not probable,
cannot be reasonably assessed and therefore no provision has been made for these amounts;
the balances above represent the Group’s assessment of the maximum possible exposure for
the years assessed. The Directors are working with their advisers and are in discussion with
the tax authorities to bring the matters to conclusion based on the facts.
Other individually immaterial tax, and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but not considered probable and therefore no provision has been recognised in
relation to these matters.
Legal claims
Other individually immaterial legal and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but no cash outflows are considered probable and therefore no provisions have
been recognised in relation to these matters.
28. Net debt
2024 2023
US$m US$m
External debt
1
(1,672.8)
(1,650.3)
Lease liabilities
(223.7)
(239.4)
Cash and cash equivalents
161.0
106.6
Net debt
(1,735.5)
(1,783.1)
1 External debt is presented in line with the balance sheet at amortised cost. External debt is the total loans owed to
commercial banks and institutional investors, excluding loans due to minority interest holders from 1 January 2024.
At At
1 January 31 December
2024 Cash flows
Other
1
2024
2024 US$m US$m US$m US$m
Cash and cash equivalents
106.6
55.0
(0.6)
161.0
External debt
(1,650.3)
(38.0)
15.5
(1,672.8)
Lease liabilities
(239.4)
33.5
(17.8)
(223.7)
Total financing liabilities
(1,889.7)
(4.5)
(2.3)
(1
896.5)
Net debt
(1,783.1)
50.5
(2.9)
(1,735.5)
At At
1 January 31 December
2023 Cash flows
Other
1
2023
2023 US$m US$m US$m US$m
Cash and cash equivalents
119.6
(5.4)
(7.6)
106.6
External debt
(1,571.6)
(75.7)
(3.0)
(1,650.3)
Lease liabilities
(226.0)
54.1
(67. 5)
(239.4)
Total financing liabilities
( 1,797.6)
(21.6)
(70.5)
(1,889.7)
Net debt
(1,678.0)
(27.0)
(78.1)
(1,783.1)
1 Other includes foreign exchange and non-cash interest movements.
Refer to Note 20 for further details on the year-on-year movements in loans.
29. Profit/(loss) per share
Basic profit/(loss) per share has been calculated by dividing the total profit/(loss) for the year
by the weighted average number of shares in issue during the year after adjusting for shares
held in the EBT.
To calculate diluted loss per share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of all dilutive potential shares. Share options granted to
employees where the exercise price is less than the average market price of the Company’s
ordinary shares during the year are considered to be dilutive potential shares. Where share
options are exercisable based on performance criteria and those performance criteria have been
met during the year, these options are included in the calculation of dilutive potential shares.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
156
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
29. Profit/(loss) per share (continued)
The Directors believe that Adjusted EBITDA per share is a useful additional measure to better
understand the performance of the business (refer to Note 4).
Profit/(loss) per share is based on:
2024 2023
US$m US$m
Profit/(loss) after tax for the year attributable to owners
of the Company
33.5
(100.1)
Adjusted EBITDA (Note 4)
421.0
369.9
2024 2023
Number Number
Weighted average number of ordinary shares used
to calculate basic earnings per share
1,050,040,649
1,048,501,270
Weighted average number of dilutive potential shares
129,993,727
119,278,686
Weighted average number of ordinary shares used
to calculate diluted earnings per share
1,180,034,376
1,1
67,779,956
2024 2023
Profit/(loss) per share cents cents
Basic
3
(10)
Diluted
3
(10)
2024 2023
Adjusted EBITDA per share cents cents
Basic
40
35
Diluted
36
32
The calculation of basic and diluted profit/(loss) per share is based on the net profit/(loss)
attributable to equity holders of the Company entity for the year of US$33.5 million
(2023: loss of US$100.1 million). Basic and diluted profit/(loss) per share amounts are
calculated by dividing the net loss attributable to equity shareholders of the Company
entity by the weighted average number of shares outstanding during the year.
The calculation of Adjusted EBITDA per share and diluted EBITDA per share are based on
the Adjusted EBITDA earnings for the year of US$421.0 million (2023: US$369.9 million).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to profit/(loss) before tax.
30. Non-controlling Interest
Summarised financial information in respect of each of the Group’s subsidiaries that have
material non-controlling interests is set out below. The summarised financial information
below represents amounts before intragroup eliminations.
Oman
2024 2023
US$m US$m
Current assets
49.0
39.7
Non-current assets
501.1
509.4
Current liabilities
(173.2)
(254.6)
Non-current liabilities
(250.9)
(247. 2)
126.0
47.3
Equity attributable to owners of the Company
88.2
33.1
Non-controlling interests
37.8
14.2
126.0
47.3
Oman
2024 2023
US$m US$m
Revenue
68.6
57.5
Expenses
(81.7)
(81.4)
Loss for the year
(13.1)
(23.9)
Loss attributable to owners of the Company
(9.2)
(16.7)
Loss attributable to the non-controlling interests
(3.9)
(7.2)
Loss for the year
(13.1)
(23.9)
Net cash inflow from operating activities
62.9
22.9
Net cash (outflow) from investing activities
(22.6)
(13.5)
Net cash (outflow) from financing activities
(6.6)
(2.1)
Net cash inflow
33.7
7.3
Of the total comprehensive loss attributed to non-controlling interests of US$6.5 million
(2023: loss US$11.2 million), a US$3.9 million loss relates to Oman and the remainder relates
to other immaterial non-controlling interests.
31. Subsequent events
There were no material subsequent events.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024 continued
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157
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
Company Statement of Financial Position
As at 31 December 2024
Note
2024
US$m
2023
US$m
Non-current assets
Investments 3 1, 317.1 1 ,317.1
1,317.1 1,317.1
Current assets
Trade and other receivables 4 96.0 76.1
Prepayments 1.1 0.6
Cash and cash equivalents 5 (1.1) 2.8
96.0 79.5
Total assets 1,413.1 1,396.6
Equity
Issued capital and reserves
Share capital 6 13.5 13.5
Share premium 105.6 105.6
Share-based payments reserves 22.2 17.6
Other reserves 7.2 7.2
Retained earnings 1,198.5 1,215.6
Total equity 1,347.0 1,359.5
Current liabilities
Trade and other payables 7 66.1 37.1
Total liabilities 66.1 37.1
Total equity and liabilities 1,413.1 1,396.6
The loss for the year attributable to the shareholders of the Company and recorded through
the accounts of the Company was US$17 .1million (2023: US$1 8. 8million).
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on
12 March 2025 and signed on its behalf by:
Tom Greenwood
Group Chief Executive Officer
Manjit Dhillon
Group Financial Officer
Company Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
US$m
Share
premium
US$m
Other
reserves
US$m
Share-
based
payments
reserves
US$m
Retained
earnings
US$m
Attributable
to the
owners
of the
Company
US$m
Total
equity
US$m
Balance at
1 January 2023 13.5 105.6 7.2 16.0 1,234.4 1,376.7 1,376.7
Total comprehensive
loss for the year – – – – (18.8) (18.8) (18.8)
Transactions with
owners:
Share-based payments – – – 1.6 – 1.6 1.6
Balance at
31 December 2023 13.5 105.6 7.2 17.6 1,215.6 1,359.5 1,359.5
Total comprehensive
loss for the year – – – – (17.1) (17.1) (17.1)
Transactions with
owners:
Share-based payments – – – 4.6 – 4.6 4.6
Balance at
31 December 2024 13.5 105.6 7.2 22.2 1,198.5 1, 347.0 1,347.0
Share-based payments reserves relate to share options awarded. For further information
refer to details set out in Note 13 in the Consolidated Financial Statements of the Group.
158
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
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 seven countries.
HeliosTowers plc is a public limited company incorporated and domiciled in the UK, and
registered under the laws of England & Wales under company number 12134855 with its
registered address at 21st Floor, 8 Bishopsgate, London EC2N 4BQ, United Kingdom. The
ordinary shares of Helios Towers plc were admitted to the premium listing segment of the
Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange
plc’s main market for listed securities. The Company is the parent and ultimate parent of
theGroup.
The principal accounting policies adopted by the Company are set out in Note 2. These
policies have been consistently applied to all periods presented.
2. Accounting policies
Basis of preparation
The Company Financial Statements have been prepared in accordance with applicable
United Kingdom accounting standards, including Financial Reporting Standard 102 –
‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’
(FRS 102), and with the Companies Act 2006.
The Financial Statements have been prepared on the historical cost basis. The Financial
Statements are presented in United States Dollars (US$), and rounded to the nearest
hundred thousand (US$0.1million) except where otherwise stated, which is the functional
currency of the Company. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
Helios Towers plc meets the definition of a qualifying entity under FRS 102 and has therefore
taken advantage of the disclosure exemptions available to it in respect of its Financial
Statements. Exemptions have been taken in relation to share-based payments, financial
instruments, presentation of a cash flow statement, intra-Group transactions and
remuneration of key management personnel.
The Company has taken advantage of section 408 of the Companies Act 2006 and has not
included its own profit and loss account in these Financial Statements.
The principal accounting policies adopted are set out below.
Going Concern
The directors have, at the time of approving the financial statements, a reasonable expectation
that the Company has adequate resources to continue in operational existence for the
foreseeable future as the Company has both positive net assets and current assets to meet its
obligations in the future. Thus, they continue to adopt the going concern basis of accounting
inpreparing the financial statements.
Foreign currency translation
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.
Notes to the Company Financial Statements
For the year ended 31 December 2024
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party
to the contractual provisions of the instrument. Financial liabilities and equity instruments
are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.
(i) Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including
transaction costs), except for those financial assets classified as at fair value through profit
or loss, which are initially measured at fair value (which is normally the transaction price
excluding transaction costs), unless the arrangement constitutes a financing transaction.
If an arrangement constitutes a financing transaction, the financial asset or financial liability
is measured at the present value of the future payments discounted at a market rate of
interest for a similar debt instrument.
Debt instruments that are classified as payable or receivable within one year on initial
recognition, and which meet the above conditions, are measured at the undiscounted amount
of the cash or other consideration expected to be paid or received, net of impairment.
(ii) Investments
Investments in subsidiaries and associates are measured at cost less impairment (which is
tested when there is an indicator of potential impairment). For investments in subsidiaries
acquired for consideration, including the issue of shares qualifying for merger relief, cost is
measured by reference to the nominal value of the shares issued plus the fair value of other
consideration.
(iii) Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other
resources received or receivable, net of direct issue costs.
(iv) Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at
each balance sheet date and if such an indicator exists, an impairment test is performed. If
there is objective evidence of impairment, an impairment loss is recognised in profit or loss.
Related parties
For the purpose of these Financial Statements, parties are considered to be related to the
Company if they have the ability, directly or indirectly to control the Company or exercise
significant influence over the Company in making financial or operating decisions, or vice
versa, or where the Company is subject to common control or common significant influence.
Related parties may be individuals or other entities.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected
to be paid (or recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events that result in an obligation to
pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date.
Timing differences are differences between the Company’s taxable profits and its results as stated
in the Financial Statements that arise from the inclusion of gains and losses in tax assessments in
periods different from those in which they are recognised in the Financial Statements.
Governance Report Financial StatementsStrategic Report
159
Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
2. Accounting policies (continued)
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 Company’s obligations under the schemes are equivalent to
those arising in a defined contribution retirement benefit scheme. No employee remuneration
is paid by the Company.
Share-based payment
The Company grants to its employees rights to the equity instruments of its Group. The
fairvalue of awards granted is recognised as an employee expense with a corresponding
increase in equity. The fair value is measured at grant date and spread over the period during
which the employees become unconditionally entitled to receive the awards. The fair value of
the awards granted is measured using a pricing model, taking into account the terms and
conditions upon which the awards were granted.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, which are described in Note 2,
theDirectors are required to make judgements, 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.
A source of estimation uncertainty for the Company in 2023 related to the review for
impairment ofinvestment carrying values and the estimates used when determining the
recoverable value of the investment. Given the headroom, management no longer considers
impairment to be a key source of estimation uncertainty.
The Company has exposure to market risk. The overall framework for managing risk that
affects the Company is discussed in Note 2 to the Consolidated Financial Statements.
Allcarrying values are considered to be fair values and therefore there are no critical
judgements or key sources of estimation uncertainty for 2024.
Foreign currency risk
The Company holds monetary assets and liabilities in currencies other than US Dollar.
Themajority of these relate to intercompany balances.
3. Investments
2024
US$m
2023
US$m
Cost
Brought forward 1,317.1 1,316.9
Additions in the year – 0.2
Carried forward at 31 December 1,317.1 1,317.1
Provision for impairment
Brought forward – –
Carried forward at 31 December – –
Net book value as at 31 December 1 ,317.1 1, 317.1
Investments are tested for impairment where there is an impairment indicator. Following the
impairment testing, there was sufficient headroom and no impairments were recognised.
The following UK subsidiaries will take advantage of the audit exemption set out within
section 479A of the Companies Act 2006 for the year ended 31 December 2024.
Name Company number
Helios Towers UK Holdings Limited 12861165
Helios Towers Malawi Holdings Limited 13074060
Helios Towers Bidco Limited 13325881
Helios Towers Madagascar Holdings Limited 13074064
Helios Towers Partners (UK) Limited 11849776
HTA (UK) Partner Limited 07564867
Helios Towers Group LLP OC352332
Helios Towers Gabon Holdings Limited 13636529
Helios Towers Chad Holdings Limited 13547961
The registered office address of all subsidiaries is included in the list of subsidiaries on page 163.
Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings
Ltd, Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville
Holdco Limited, Helios Towers Chad Holdco Limited, Towers NL Coöperatief U.A., McRory
Investment B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK
Holdings Limited, HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited
and HTA (UK) Partner Limited are intermediate holding companies.
The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT
Infraco Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU,
Madagascar Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the
remaining South African entities are the building and maintenance of telecommunications
towers to provide space on those towers to wireless telecommunication service providers in
Africa and the Middle East.
All investments relate to ordinary shares.
Notes to the Company Financial Statements
For the year ended 31 December 2024 continued
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Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
3. Investments (continued)
The subsidiary companies of Helios Towers plc are as follows:
Effective shareholding 2024 Effective shareholding 2023
Name of subsidiary Country of incorporation Direct Indirect Direct Indirect
Helios Towers Chad Holdco Limited Mauritius
– 100% – 100%
Helios Towers Group LLP United Kingdom
– 100% – 100%
Helios Towers Bidco Limited United Kingdom – 100% – 100%
Helios Towers Chad Holdings Limited United Kingdom – 100% – 100%
Helios Towers Congo Brazzaville SASU Republic of Congo – 100% – 100%
Helios Towers DRC S.A.R.L. Democratic Republic of the Congo – 100% – 100%
Helios Towers FZ-LLC United Arab Emirates – 100% – 100%
Helios Towers Gabon Holdings Limited United Kingdom – 100% – 100%
Helios Towers Ghana Limited Company Ghana – 100% – 100%
Helios Towers, Ltd Mauritius 100% – 100% –
Helios Towers Madagascar Holdings Limited United Kingdom – 100% – 100%
Helios Towers Malawi Holdings Limited United Kingdom – 100% – 100%
Helios Towers Partners (UK) Limited United Kingdom – 100% – 100%
Helios Towers Senegal SAU Senegal – 100% – 100%
Helios Towers South Africa Holdings (Pty) Ltd South Africa – 100% – 100%
Helios Towers South Africa (Pty) Ltd South Africa – 66% – 66%
Helios Towers South Africa Services (Pty) Ltd South Africa – 100% – 100%
Helios Towers (SFZ) SPC Oman – 100% – 100%
Helios Towers Tanzania Limited Tanzania – 100% – 100%
Helios Towers UK Holdings Limited United Kingdom 100% – 100% –
HS Holdings Limited Tanzania – 1% – 1%
HT Congo Brazzaville Holdco Limited Mauritius – 100% – 100%
HT DRC Infraco S.A.R.L. Democratic Republic of the Congo – 100% – 100%
HT Holdings Tanzania Ltd Mauritius – 100% – 100%
HTA Group, Ltd Mauritius – 100% – 100%
HTA Holdings Ltd Mauritius – 100% – 100%
HTA (UK) Partner Ltd United Kingdom – 100% – 100%
HTG Managed Services Limited Company Ghana – 100% – 100%
HTSA Towers (Pty) Ltd South Africa – 100% – 100%
HTT Infraco Limited Tanzania – 100% – 100%
Helios Towers Madagascar SA Madagascar
– 100% – 100%
McRory Investment B.V. The Netherlands – 100% – 100%
McTam International 1 B.V. The Netherlands – 100% – 100%
Towers NL Coöperatief U.A. The Netherlands – 100% – 100%
HT Services Limited Malawi – 100% – 100%
Helios Towers Group Services (Pty) Ltd South Africa – 100% – 100%
Helios Towers Malawi Limited Malawi – 80% – 80%
Oman Tech Infrastructure SAOC Oman – 70% – 70%
Notes to the Company Financial Statements
For the year ended 31 December 2024 continued
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Helios Towers plc Annual Report
and Financial Statements 2024
Financial Statements
4. Trade and other receivables
2024
US$m
2023
US$m
Amounts receivable from related parties 96.0 76.1
Amounts receivable from related parties are unsecured, interest free and repayable
ondemand.
5. Cash and cash equivalents
2024
US$m
2023
US$m
Bank balances (1.1) 2.8
6. Share capital
2024 2023
Number
of shares
(millions) US$m
Number
of shares
(millions) US$m
Authorised, issued and fully paid
Ordinary shares of £0.01 each 1,052.7 13.5 1,050.5 13.5
1,052.7 13.5 1,050.5 13.5
The share capital is represented by the share capital of the Company, Helios Towers plc. The
Company was incorporated on 1 August 2019 to act as the holding company for the Group.
7. Trade and other payables
2024
US$m
2023
US$m
Amounts payable to related parties 66.1 37.1
Amounts payable to related parties are unsecured, interest free and repayable on demand.
8. Staff costs
The average monthly number of employees during the year was nil.
Notes to the Company Financial Statements
For the year ended 31 December 2024 continued
162
Helios Towers plc Annual Report
and Financial Statements 2024
List of subsidiaries
Name of subsidiary Registered office address
Helios Towers Group LLP Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Partners (UK) Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
HTA (UK) Partner Ltd Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers UK Holdings Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Madagascar Holdings Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Malawi Holdings Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Chad Holdings Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Gabon Holdings Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers Bidco Limited Level 21, 8 Bishopsgate, London EC2N 4BQ, United Kingdom
Helios Towers, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HTA Holdings, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HTA Group, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HT Congo Brazzaville Holdco Limited Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
HT Holdings Tanzania, Ltd Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Helios Chad Holdco Limited Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Helios Towers Congo Brazzaville SASU 6th Floor, ECOBANK Building, Avenue Amilcar Cabral, Downtown, Brazzaville, Republic of Congo
Helios Towers DRC S.A.R.L. 1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
HT DRC Infraco S.A.R.L. 1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
Helios Towers Tanzania Limited 1st Floor, Block 5, Mlimani City Office Park, Mlimani City Sam Nujoma Road, Dar es Salaam, Tanzania
HTT Infraco Limited 1st Floor, Block 5, Mlimani City Office Park, Mlimani City Sam Nujoma Road, Dar es Salaam, Tanzania
HS Holdings Limited Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar es Salaam, Tanzania
Helios Towers Ghana Limited Company No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra-Ghana
HTG Managed Services Limited Company No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra-Ghana
Towers NL Coöperatief U.A. EDGE Amsterdam West (Basisweg 10, 1043 AP, Amsterdam)
McTam International 1 B.V. Oslo 1, 2993 LD Barendrecht, The Netherlands
McRory Investment B.V. Oslo 1, 2993 LD Barendrecht, The Netherlands
Helios Towers South Africa Holdings (Pty) Ltd First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
Helios Towers South Africa (Pty) Ltd First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
Helios Towers South Africa Services (Pty) Ltd First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
Helios Towers Group Services (Pty) Ltd First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
HTSA Towers (Pty) Ltd First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
Helios Towers FZ-LLC Unit 102, Floor 1, Building 5, Dubai Internet City, United Arab Emirates
Helios Towers Senegal SAU 5e étage Bâtiment H, Résidence Malaado Plaza, Tour de l’oeuf, Point E, Dakar, Sénégal
Helios Towers (SFZ) SPC Salalah Free Zone, PO Box 87, Postal code: 217, Oman
HT Services Limited Postal address: P.O. Box 30450, Lilongwe
Helios Towers Malawi Limited Postal address: P.O. Box 30450, Lilongwe
Helios Towers Madagascar SA Enceinte RIA, Bâtiment C, 4ème étage, Lot II I 2 A Morarano Alarobia, Antananarivo 101 – Madagascar
Oman Tech Infrastructure SAOC P.O. Box 3078, PC 130, South Al Athaiba/Bousher, Muscat Governorate, Sultanate of Oman
Governance Report Financial StatementsStrategic Report
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Helios Towers plc Annual Report
and Financial Statements 2024
Officers, professional advisors and shareholder information
DIRECTORS
Sir Samuel Jonah, KBE, OSG
Tom Greenwood
Manjit Dhillon
Alison Baker
Richard Byrne
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina
David Wassong
Dana Tobak, CBE
COMPANY SECRETARY
Paul Barrett
REGISTERED OFFICE
Level 21, 8 Bishopsgate
London
EC2N 4BQ
United Kingdom
REGISTERED NUMBER
12134855
BANKER
NatWest Bank Plc
246 Regent Street,
London,
W1B 3BN
AUDITOR
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
SOLICITOR
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
FINANCIAL PR
FTI Consulting
200 Aldersgate Street
Barbican
London
EC1A 4HD
SHAREHOLDER INFORMATION
Corporate website
The website provides information including
the Company’s:
– governance;
– Sustainable Business Strategy;
– business model; and
– values and approach.
There is also a dedicated Investors section
that contains up-to-date information for
shareholders and future investors including:
– results, reports and presentations;
– regulatory announcements;
– share price data;
– financial calendar; and
– recent M&A transactions and financing
projects.
Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZY
All general queries regarding holdings
ofordinary shares in the Company should
beaddressed to the Company’s Registrar
atthe above address or online at
www-uk.computershare.com/
Investor/#Home
Telephone for both UK and overseas
shareholders: +44 (0)370 703 6049
Electronic communications
We encourage our shareholders to
receivedocumentation electronically
tobenefit from:
– viewing the Annual Report and Financial
Statements on their publication date;
– receiving email alerts when shareholder
documents are available;
– casting their AGM vote electronically; and
– managing their shareholding quickly and
securely online, through Computershare.
Receiving electronic shareholder
communications also carries environmental
benefits through reduced use of printing,
paper and couriers. For further information
and to register for electronic shareholder
communications, visit
www-uk.computershare.com/
Investor/#Home
Shareholder security
Companies have become increasingly
awareof shareholders receiving unsolicited
telephone calls or correspondence
concerning investment matters. These
callerstypically cold-call investors offering
worthless, overpriced, or potentially non-
existent shares, or to buy shares at an inflated
price in return for an upfront payment.
More detailed information on this or similar
activity, and how to avoid investment scams,
can be found on the Financial Conduct
Authority’s website.
164
Helios Towers plc Annual Report
and Financial Statements 2024
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 long-term
incentive plan 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’ 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.
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165
Helios Towers plc Annual Report
and Financial Statements 2024
Glossary continued
‘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.
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Helios Towers plc Annual Report
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Glossary continued
‘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
2024: www.heliostowers.com/annual-
report-2024.pdf
Sustainable Business Addendum 2024:
www.heliostowers.com/sustainable-
business-addendum-2024.pdf
Governance Report Financial StatementsStrategic Report
167
Helios Towers plc Annual Report
and Financial Statements 2024
Notes
168
Helios Towers plc Annual Report
and Financial Statements 2024
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Disclaimer
This document does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite,
subscribe for or otherwise acquire or dispose ofsecurities in Helios Towers plc (the ‘Company’) or any other member of the Helios Towers group
(the ‘Group’), nor should it be construed as legal, tax, financial, investment or accounting advice. This document contains forward-looking
statements which are subject to known and unknown risks and uncertainties because they relate to future events, many of which are beyond the
Group’s control. These forward-looking statements include, without limitation, statements in relation to the Company’s financial outlook and
future performance and related projections and forecasts. No assurance can be given that future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing the Group. You are cautioned not to rely on these forward-looking statements,
which speak only as of the date of this announcement. The Company undertakes no obligation to update or revise any forward-looking
statement to reflect any change in its expectations or any change in events, conditions or circumstances. Nothing in this document is or should
be relied upon as a warranty, promise or representation, express or implied, as to the future performance of the Company or the Group or their
businesses.
This document also contains industry, market and competitive position data and forecasts from our own internal estimates and research as well
as from studies conducted by third parties, publicly available information, industry and general publications and research and surveys. This
information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates, asthere is no
assurance that any of them will be reached.
Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to
be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information
obtained from these sources and from our and third party estimates are subject to thesame qualifications and uncertainties as the other
forward-looking statements in this prospectus and as described above.
This document also contains non-GAAP financial information which the Directors believe is valuable in understanding the performance of the
Group. However, non-GAAP information is not uniformly defined by all companies and therefore it may not be comparable with similarly titled
measures disclosed by other companies, including those in the Group’s industry. Although these measures are important in the assessment and
management of the Group’s business, they should not be viewed in isolation or as replacements for, but rather as complementary to,
thecomparable GAAP measures.
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heliostowers.com
Helios Towers plc Annual Report and Financial Statements 2024