Connecting people,
powering growth
Helios Towers plc
Annual Report and Financial Statements 2025
Strategic Report
01 IMPACT 2030
02 World-class platform
03 A multi-decade growth runway
04 The next fi ve years: +28k forecast market tenancies
05 Robust business model
06 Disciplined and fl exible capital allocation
07 Our strategic framework
08 Chair’s statement
10 Group CEO’s statement
13 Our 2025 strategic KPIs
14 Sustainable Business Report
15 Material topics across the value chain
32 Market and operating review
38 Group CFO’sstatement
41 Non-fi nancial and sustainability informationstatement
42 Risk management
43 Principal risks and uncertainties
49 TCFD disclosures
56 Viability statement
57 Alternative Performance Measures
60 Detailedfi nancial review
Governance Report
66 Chair’s introduction to the Governance Report
67 Compliance with 2024 UK Corporate Governance Code
68 Governance framework
69 Board of Directors
72 Group Executive Committee
73 Board diversity
75 Board roles and responsibilities
77 Board leadership and Company purpose
78 Board activities
81 Section 172(1) Statement and stakeholder engagement
88 Division of responsibilities
89 Composition, succession and evaluation:
Nomination Committee Report
92 Sustainability Committee Report
93 Technology Committee Report
94 Audit Committee Report
101 Directors’ Remuneration Report
107 Directors’ Remuneration Policy
131 Other Statutory Information
134 Statement ofDirectors’ responsibilities
Financial Statements
136 Independent auditor’s report to themembers
ofHeliosTowers plc
145 Consolidated Income Statement
145 Consolidated Statement of Other Comprehensive Income
146 Consolidated Statement of Financial Position
147 Consolidated Statement of Changes in Equity
148 Consolidated Statement of CashFlows
149 Notes to the Consolidated Financial Statements
180 Company Statement of Financial Position
180 Company Statement of Changes in Equity
181 Notes to the Company Financial Statements
185 List of subsidiaries
186 Offi cers, professional advisors and shareholder information
188 Glossary
2025 highlights
Sites
14,746
2024: 14,325
Tenancy ratio
2.2x
2024: 2.1x
Revenue
US$ 854 m
2024: US$792m
Adjusted EBITDA
US$ 471 m
2024: US$421m
Operating profit
US$286m
2024: US$242m
Return on invested capital (ROIC)
13.5%
2024: 12.9%
Free cash flow (FCF)
US$ 66 m
2024: US$19m
Net leverage
3.4x
2024: 4.0x
Δ
Alternative Performance Measures
(APMs) are defi ned on pages 57–59.
At a glance
Helios Towers is a leading independent
mobile tower company connecting
people and powering growth across
Africa and the Middle East.
We own and operate nearly 15,000
towers across nine countries in Africa
and the Middle East – the fastest
growing region globally for mobile
services and data consumption –
providing mission critical infrastructure
and world-class operations to leading
mobile network operators (MNOs).
Our vision
To be the leading towerco across Africa
Our mission
To deliver customer experience excellence through
our digital business excellence platform and create
sustainable value for ourpeople, environment,
customers, communities, and investors.
About us
Helios Towers plc Annual Report
and Financial Statements 2025
Strategic Report Governance Report Financial Statements
Our business and strategy
IMPACT 2030: Combining leading growth,
returns expansion and shareholder distributions
Through our world-class platform, which combines a lease-up ready tower portfolio, operational excellence
andstrong positioning within attractive markets, we target highly accretive growth, compounding cash fl ows
andshareholder distributions – what we view as the ‘sweet spot’ for a mobile tower company.
World-class
platform
Well-invested tower assets, best-in-class
operational delivery and strong
governance combine to create a
world-class, unique platform to deliver
sustained growth and returns.
Leading independent mobile towerco
#1
in seven out of nine markets
Proven operational expertise
99.99%
power uptime; operational excellence
embedded throughout the organisation
Fastest growing
markets
Africa and the Middle East are
characterised by decades-long structural
trends, through population growth,
low mobile penetration today and
exponential data consumption.
Market tenancies (2026–30)
1
>28,000
driven by population growth, low mobile
penetration and exponential data growth
Data growth
2
4x
data growth forecast up to 2030
Robust business
model
Highly visible base of earnings through
long-term contracts with blue-chip
MNOs, high hard-currency earnings
andCPI and power escalators.
Contracted revenue
3
>US$5.3bn
c.70% revenue from investment-
grade customers
Hard-currency Adjusted EBITDA
4
71%
principally driven by four out of nine
markets being innately hard-currency
Disciplined and fl exible
capital allocation
Platform set-up to deliver high
incremental ROIC and proven ability
to allocate capital to the highest
returning opportunities.
High ROIC opportunities
5
12 | 25 | 34%
strong incremental returns from 1x,
2xand 3x tenants
Shareholder distributions
6
>US$400m
shareholder distributions targeted
upto 2030
Since 2015, and through global volatility, we have delivered 10 consecutive years of Adjusted EBITDA growth at a 24% CAGR.
1 FTI Consulting, PoS report March 2026.
2 Ericsson mobility report, Africa & Middle East region. Site-weighted consumption based on Helios Towers’ mix
oftowers in SSA and MENA as of Q4 25. For the period 2024–30.
3 Credit rating relates our customer’s group entity or majority shareholder rating as of 31st December 2025.
4 DRC is dollarised, Oman is US dollar-pegged, and Senegal and Congo B are euro-pegged.
5 Based upon our average targeted build-to-suit economics as of December 2025.
6 Targeting over US$250 million through share buyback and over US$150 million through dividends.
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
01
Strategic Report
Our business and strategy continued
World-class platform
East & West
Africa
1
Tanzania
Est. operations: 2011
Sites: 4,255
Tenancy ratio: 2.6x
Population coverage: 46 m
2
Senegal
Est. operations: 2021
Sites: 1,477
Tenancy ratio: 1.2x
Population coverage: 13m
3
Malawi
Est. operations: 2022
Sites: 865
Tenancy ratio: 2.1x
Population coverage: 15m
Middle East &
North Africa
4
Oman
Est. operations: 2022
Sites: 2,648
Tenancy ratio: 1.7x
Population coverage: 4m
Central &
Southern Africa
5
DRC
Est. operations: 2011
Sites: 2,781
Tenancy ratio: 2.7x
Population coverage: 35m
6
Congo
Brazzaville
Est. operations: 2015
Sites: 553
Tenancy ratio: 1.7x
Population coverage: 4m
7
South Africa
Est. operations: 2019
Sites: 388
Tenancy ratio: 2.0x
Population coverage: 12m
8
Ghana
Est. operations: 2010
Sites: 1,100
Tenancy ratio: 2.4x
Population coverage: 19m
9
Madagascar
Est. operations: 2021
Sites: 679
Tenancy ratio: 1.3x
Population coverage: 10m
We are a leading independent mobile tower company operating across nine markets
inAfrica andtheMiddle East. Our markets share similar attributes: decades-long growth,
highlease-up potential and operational complexity. Through our well-invested platform and
unique operational skill-set we are well-positioned to deliver value to all our stakeholders.
1
3
7
8
9
Group
Formed
2009
Sites
14,746
Tenancy ratio
2.2x
Population
coverage
1
158m
1 Population coverage represents the estimated number of people within the coverage footprint of Helios Towers sites.
2
6
5
4
Markets in which Helios
Towers is the sole and/
or leading independent
mobile tower company
Hard-currency
markets
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
02
Strategic Report
Our business and strategy continued
A multi-decade growth runway
Population growth
1
2025–50
Unique mobile subscriber growth
2
2025–50
Smartphone device growth
3
2025–50
Read more on the growth opportunities for Helios Towers at
heliostowers.com/who-we-are/africa-and-the-middle-east
1 Cap IQ population forecast.
2 Global Telecoms report – BMI a fi tch solutions company – September 2025 forecast through 2034, with forecast extended through to 2050 by FTI Consulting.
3 Smartphone devices growth between 2025 and 2050, FTI Consulting analysis.
+1.0bn
by 2050
+0.8bn
by 2050
+1.7bn
by 2050
Africa and the Middle East is forecast to be the fastest growing region for mobile and data demand.
This represents a multi-decade opportunity for mobile tower infrastructure, as MNOs require greater
coverage, densifi cation and capacity to meet the needs of increasingly digital societies.
Unique mobile subscribers are forecast to grow by
800 million by 2050, refl ecting expanding network
access, aff ordability improvements and the inclusion
of fast-growing young populations.
Africa and the Middle East are projected to grow by
more than one billion people between 2025 and 2050,
creating long-term demand for greater coverage,
densifi cation and connectivity infrastructure.
Smartphone adoption is rising sharply, with 1.7 billion
additional devices expected by 2050, driving higher
data consumption as they become the primary device
for communication.
6%
55%
A&ME RoW
71%
15%
A&ME RoW
141%
A&ME RoW
43%
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
03
Strategic Report
Our business and strategy continued
1 FTI Consulting, PoS report March 2026.
2 Ericsson mobility report, Africa and the Middle East region. Site-weighted consumption based on Helios Towers’ mix of towers in SSA and MENA as of Q3 2025.
3 Average Global sales price per IDC quarterly mobile tracker and FTI Consulting analysis. Additional number ofpeople in Sub-Saharan Africa per the GSMA report, October 2025. Refl ects GSMA and big six MNOs ambition to reduce
smartphone cost as per GSMA report, published October2025.
4 Technology mix in Africa and the Middle East based on GSMA database, accessed October 2025.
The cost of smartphones continues to decline
rapidly. As devices become increasingly aff ordable,
smartphone adoption is set to expand across
our markets.
Data usage in Africa and the Middle East is set to
quadruple by 2030, driving increased demand for
towers and additional tenancies.
Today, 4G is the leading technology across our
markets, followed by 3G. Over the next fi ve years 4G
is expected to see continued investment, while 5G
adoption accelerates and begins to scale, resulting in
further densifi cation requirements.
Data consumption
2
Indexed, Exabyte/month
Cost of 4G smartphone
3
US$
Technology mix
4
% connections
US$30
smartphones
targeted
by2030
4G & 5G
cycles in the
next fi ve years
FY24 FY30
1
4.2
A&ME
1.9
RoW
4x
by 2030
2G
3G
4G
5G
The next fi ve years: +28k forecast market tenancies
With some of the youngest populations in the world and low mobile and data penetration today,
our nine markets represent some of the most compelling structural growth opportunities globally.
Over the next fi ve years, independent forecasts estimate over 28k market tenancies
1
; an organic
growth opportunity similar to our business size today.
273
FY20 FY25
108
30
FY30
Ambition
4
6%
24%
46%
30%
25%
52%
19%
4%
54%
29%
11%
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
04
Strategic Report
Our business and strategy continued
Robust business model
1 Site ROIC is for illustrative purposes only, and
based on Group average build-to-suit tower
economics as of December 2025.
We build, acquire, lease up and
operate mobile towers that can
accommodate and power the
needsof multiple tenants.
Our tenants are blue-chip MNOs, and we
serve them across nine markets in Africa
and the Middle East. We off er 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-eff ectively 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.
We have a robust and resilient business
model, set up to sustainably deliver digital
infrastructure across our markets for
decades ahead. Through a combination of
high hard-currency earnings, contractual
infl ation protections, operating to world-class
standards and working with top-tier mobile
operators, we have a highly visible base of
earnings, which is compounded through
further expansion across our markets.
1
Build and
acquire towers
2
Colocation
lease-up
3
Operational
improvements
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 day-1 site ROIC of 12%
1
and have a high
probability of lease-up, driving returns higher.
Our BTS model is customer driven, with construction initiated
only upon receiving a contractual order from at least one MNO
with an initial contractual life of over 10 years.
Our primary focus is to add tenants to our towers (lease-
up), sharing space and power equipment, which allows our
customersto roll out quickly and cost-eff ectively. The majority
oftower operating costs are fi xed, therefore lease-up delivers
strong 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
1
.
We also enhance site performance and returns through power
optimisation and the application of Lean Six Sigma (LSS)
principles. On average, we target ROIC to exceed 33% on
operational initiatives.
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 fi nancial returns.
We have a strong foundation of US$5.3 billion contracted
revenues with an average remaining life of 6.6 years.
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
05
Strategic Report
Disciplined and fl exible capital allocation
Since our initial public off ering, we
have successfully completed two
strategies, both ahead of plan and
building the platform for the highly
accretive growth targeted ahead.
Our fi rst strategy post-IPO was one of
expansion. We entered four new markets,
doubled the size of our platform and built a
high-quality, lease-up-ready portfolio across
the region.
Our next strategy focused on integration and
lease-up. This phase was transformative as
we embedded Business Excellence within
our new markets and elevated operations
across the Group, leading to accelerated
tenancy growth and consistently exceeding
market expectations.
As a result, we achieved our 2.2x tenancy
ratio target a full year earlier than planned,
supporting free cash fl ow infl ection.
Building on this momentum, in November
2025 we announced our next fi ve-year
strategic plan: IMPACT 2030.
Through IMPACT 2030, we target generating
>US$1.3 billion of recurring free cash fl ow,
which we will deploy through our disciplined
and fl exible capital allocation framework.
The fi rst pillar of our framework is
optimised organic investments. We target
>US$500 million discretionary capex up to
and including 2030 on highly accretive sites,
colocations and operational investments.
The second pillar of our framework
is shareholder distributions, with
>US$400 million targeted up to and
including 2030.
The remaining capacity will be allocated to
the highest returning opportunities available
to us.
Our business and strategy continued
Strengthened
platform
Integrated acquisitions
and drove ROIC > WACC
Cash compounding
‘sweet spot’
Tenancy ratio
1.8x
1.9x
2.1x
2.2 x
>2.5x
10%
12%
13%
14 %
15–20%
ROIC
FCF
2022 2023 2024 2025 2030
12 x 8 x 5
2019–22
2.2x by 2026
2022–25
IMPACT 2030
2025–30
(721)
(81)
19
66
Key
Not to scale
>US$400m
shareholder
distributions
targeted up
to 2030
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
06
Strategic Report
Our business and strategy continued
Our strategic framework
Underpinning our strategy are our three key pillars: Customer Experience Excellence, People and Business
Excellence and Sustainable Value Creation. Through delivering world-class service in complex markets,
enabled by our talented local teams and well-invested platform, we can create value for all our stakeholders.
Our values
Our strategy
Partnership
Based on mutual
respect and benefi t
Excellence
Our goal is to be
the best we can be
Integrity
Striving to do
the right thing
Read more on our strategic highlights on pages 1–6
Our mission
Deliver customer experience
excellence through our digital
business excellence platform and
create sustainable value for our
people, environment, customers,
communities and investors
Our vision
To be the leading towerco
across Africa and the Middle East
Our purpose
Connecting people,
powering growth
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2.5x by
Customer
Experience
Excellence
Sustainable
Value
Creation
People and
Business
Excellence
2030
PartnershipIntegrity
Excellence
LSS LSS
Tenancies
(2030)
>42,000
Downtime per
tower per week
(2030)
<10s
ROIC
(2030)
15–20%
Discretionary
capex
(2026–30)
>US$500m
Dividend
(2026–30)
>US$150m
Tenancy ratio
(2030)
>2.5x
Adjusted EBITDA
CAGR
(2025–30)
>9%
Cumulative RFCF
1
(2026-30)
US$1.3bn
Share buyback
(up to 2030)
>US$250m
Our targets
1 Recurring free cash fl ow refl ects the cash
generated for management to deploy on
discretionary capex, investor distributions
or M&A. Please see Alternative Performance
Measures on page 57–59.
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
07
Strategic Report
Chair’s statement
Connecting communities
and businesses through
operational excellence
Africa and the Middle East have the lowest mobile penetration and
highestpopulation growth globally, which is accelerating the need
formore resilient and reliable digital infrastructure.
Through the dedication of our talented local teams and the strength
ofour leadership, we continued to meet this strong demand for mobile
infrastructure across our markets. In fact, we achieved our fi ve-year
tenancy ratio target one year early. Our strong delivery means that over
158 million people now receive reliable mobile network coverage and
thatall of our stakeholders are experiencing the value we are creating
through our infrastructure sharing model.”
From foundation to IMPACT 2030
In my native country of Ghana, we
celebrated an important milestone for our
company – 15 years since we became the
fi rst independent mobile tower company
tooperate on the continent.
It was a moment of refl ection and pride.
Through our infrastructure-sharing model,
we supported mobile penetration in Ghana
to increase from 35% in 2010 to 59% today.
By enabling faster rollout, lower costs
and more reliable power performance, we
support mobile operators – and in turn,
communities and businesses benefi t from
thetransformative power of connectivity.
Our ability to deliver this impact rests on
our people, who continue to demonstrate
exceptional drive and commitment to our
mission. Through their collective eff orts,
combined with our uniquely positioned
towerplatform, we delivered our 2.2x by
2026 strategy one year ahead of plan.
This was our second strategic cycle
deliveredahead of expectations,
despite theglobal volatility we have all
experiencedover the past six years.
As Chair over that period, I have seen our
platform go from strength to strength;
through doubling in size, increased
resilienceand elevated operational capability.
It is now primed for the next stage of value
creation through IMPACT 2030. This is the
moment we have been working towards:
The convergence of industry-leading
growth, expanding ROIC, and increasing
shareholder distributions.
I am truly excited for this next stage of
growth and I know our colleagues, who
are also shareholders, are too, with more
than half of them joining us for our Capital
Markets Day.
Tackling the digital divide
There has never been a more exciting time
for mobile development across our markets.
While mobile penetration is only 50%
today, similar to the US in the mid-2000s,
forecasts point to accelerating penetration
over the coming years. Combined with
huge population growth, ever cheaper
smartphones and forecast 5G adoption
we anticipate strong mobile infrastructure
demand to continue for decades.
As we expand our tower footprint, we
see fi rsthand how reliable internet access
transforms communities across Africa.
Connectivity opens the door to essential
services – linking students to digital learning,
supporting small businesses as they reach new
customers, enabling mobile banking in remote
areas and improving access to healthcare.
Every new site we roll out brings greater
opportunity, inclusion and resilience, ensuring
more people can participate fully in the digital
economy and shape their own futures.
Sir Samuel Jonah
KBE, OSG
Chair
Helios Towers plc Annual Report
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Strategic Report
08
Climate action
Across our markets, grid availability averages
just 18 hours per day, which makes alternative
technologies such as solar, batteries and,
where necessary, generators essential to
delivering reliable mobile connectivity.
By carefully managing our power solutions
and maintaining a strong focus on
operational excellence, we delivered record
99.99% power uptime despite the inherent
challenges across our markets. This helped
ensure people and communities could rely
ontheir mobile connections every day.
At the same time, reducing our reliance on
diesel generators remains a major priority.
We are shifting towards cleaner energy
solutions, strengthening grid connections in
partnership with local utility companies and
deploying alternative technologies wherever
possible. This provides both an environmental
and fi nancial benefi t to the business.
To accelerate this transition, in 2025 we
invested US$11 million in initiatives including
grid integration, solar power, advanced battery
solutions and remote monitoring systems
to minimise our environmental footprint.
Since 2022, we have invested US$44 million
through Project 100 and remain on track to
invest a total of US$100 million by the end of
this decade. As a result, by the end of 2025
we had reduced our scope 1 and 2 carbon
emissions per tenant by 10%, as compared
to our baseline year. While our fuel reduction
investments had been largely off set by
accelerated rural rollout, notably in fuel
intensive DRC, our tenancy ratio expansion
combined with continued power investments
supported a material reduction in 2025.
Local, diverse, talented teams
Our ability to deliver world-class
performance in complex environments
is powered by the talent, resilience and
commitment of our teams. We have always
believed that the best organisations are built
locally and grown from within. At the end of
2025, 94% of our colleagues were local, who
understand our markets, our customers and
our communities better than anyone else.
Chair’s statement continued
We are also proud that 79% of our leadership
team have been promoted from within –
which not only correlates highly with strong
performance, it also provides inspiration
for the next generation of talent growing in
our markets.
Alongside hiring locally and promoting from
within, a key facet of our people strategy is
talent development.
This year we continued to expand Lean Six
Sigma across the organisation, equipping
teams with the tools and confi dence
to problem-solve, innovate and deliver
consistently high performance. Our digital
capability also continued to grow, with more
than 20% of our colleagues taking part in
coding camps and data-driven programmes.
We remain committed to building a more
diverse business. While our industry is
traditionally male-dominated, particularly in
the markets where we operate, we continue
to make progress towards our target of 30%
female representation by 2026, reaching
29% in 2025. This is supported by leadership
development, structured mentoring and
partnerships that are shaping our next
generation of leaders.
Our local, talented and diverse teams are
united behind a clear strategy and purpose.
This is further driven by our HT SharingPlan,
which makes every employee a shareholder
and allows our success to be truly shared.
We are one team, one business, and our
people remain the engine behind our success.
Responsible governance
Strong governance is the foundation of our
business and our Board brings together a
rich expertise of telecommunications, power,
fi nance and emerging markets. This year I
have particularly enjoyed supporting our
leadership and talented local teams to
develop our IMPACT 2030 strategy.
The Board is confi dent that our strategy and
actions meet the requirements of Section
172(1). Further detail can be found throughout
this report, particularly on pages 81–83.
We recognise the importance of a diverse
board. We continue to exceed the FCA Listing
Rules and Parker Review targets on ethnic
diversity, remaining compliant with the FTSE
Women Leaders Review recommendation
and the FCA requirement for 40% female
Board representation and at least one woman
in a senior role.
Alongside the governance provided by the
Board, our systems and processes have
also been developed through our continued
partnership with top tier DFI investors such
as British International Investment, DEG, EAIF
and the IFC.
Outlook
Looking ahead, I am thoroughly excited
about the future of our business. As Africa
and the Middle East lead global population
growth throughout this century, and as the
demand for digital infrastructure intensifi es,
Helios Towers is well positioned to support
this transformation and to help unlock the
region’s next chapter of development.
Our new strategic plan, IMPACT 2030,
refl ects a combination of industry-leading
growth, ROIC expansion, and shareholder
distributions. We are genuinely excited about
what we can achieve over the next fi ve years
and the impact this will have on the markets
and communities we serve.
On behalf of the Board, I extend my sincere
thanks to all our stakeholders for their
ongoing trust, support and partnership as
webegin this exciting new chapter.
Sir Samuel Jonah KBE, OSG
Chair
Population coverage
158 m
2024: 151m
Local colleagues
94%
2024: 95%
Reduction in carbon
emissions per tenant
1
(10 %)
2024: (6%)
1 Refers to the year-on-year reduction in Scope 1
and 2 carbon emissions per tenant (tCO2e)
compared to our baseline year.
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
09
Group CEO’s statement
In 2025 we once again exceeded market expectations, powered
by our world-class platform. We achieved our 2.2x tenancy ratio
target over one year ahead of plan, while continuing to elevate the
customer experience through business excellence. As we look to
the year ahead, we enter a new strategic cycle with a well-invested
platform, proven operational capabilities and structural growth
tailwinds that support sustained value through 2030 and beyond.”
IMPACT 2030
2025 was not only our 10th consecutive
year of unbroken Adj. EBITDA growth,
rising from US$54m in 2015 to US$471m,
itwas also a pivotal year for the business
inseveral other important ways. As I enter
my 17th year with the Company, I have never
been more excited about the opportunities
ahead for Helios Towers.
Firstly, 2025 marked the launch of our new
fi ve-year strategy – IMPACT 2030 – under
which Helios Towers will continue to deliver
a global-quality customer experience, invest
in high-return growth opportunities, and
initiate a new phase of shareholder returns
for the fi rst time through our inaugural share
buyback and dividend programs.
Secondly, we achieved ‘2.2x by 2026’ – our
previous strategy’s headline objective of
reaching an average of 2.2 tenants per site
– more than one year ahead of schedule.
This was a signifi cant achievement for
our exceptional teams and demonstrates
that our relentless focus on customer
experience excellence is building the trust
and confi dence that enables accelerated
rollout, reinforcing Helios Towers as the
towerpartner of choice in our markets.
Thirdly, our portfolio now provides the daily
connectivity needs of 158 million people,
24/7, through nearly 15,000 sites across nine
markets. This represents both a signifi cant
responsibility and a powerful opportunity.
As we expand our portfolio organically
through IMPACT 2030, we targeting
covering close to 200 million through our
tower footprint.
Most encouraging of all, our growth runway
extends well beyond this fi ve-year plan.
The structural drivers across our region –
population growth, rising mobile penetration
and increasing data consumption – remain
fi rmly in place and these megatrends are set
to continue for decades.
Customer Experience Excellence
The CEO of a major customer recently
told me: “Your uptime and rollout speed
are market leading. Now we want a closer
partnership.” That was a valuable challenge,
and I understood what they meant. We have
been successful executing tangible elements
of delivery, but how do we enhance our
partnership to enhance their experience with
us as we collectively drive mobile growth
across our markets?
IMPACT 2030:
Industry-leading growth,
high incremental returns
andshareholder distributions
Tom Greenwood
Group CEO
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Group CEO’s statement continued
This prompted a small but important
refi nement to our fi rst strategic pillar.
Under ‘2.2x by 2026’ it was Customer
Service Excellence; under IMPACT 2030 it is
Customer Experience Excellence. While this
continues to prioritise critical service metrics
– power uptime and rollout speed – it also
broadens our focus to the full end-to-
end customer journey when working with
Helios Towers.
This refi nement means we now consistently
ask ourselves:
– How can we make doing business with
Helios Towers the easiest in the market?
– What currently frustrates customers,
andhow can we address it?
– How can we make partnering with Helios
Towers a competitive advantage for them?
– What proactive steps can we take to
anticipate opportunities and resolve
issues early?
This focus is measurable and already
delivering tangible impact. In 2025, we
added a record 2,538 new tenancies through
closer collaboration with our customers.
Power downtime per tower per week
reached a record low of just 1 minute and
10 seconds, improving consistently from
over four minutes in 2022. We achieved
record rollout speeds, delivering colocations
in two days and build-to-suit sites in 102
days. Through our proprietary Geographic
Information System (GIS), network
development insight continues to strengthen,
and we are now adding a second tenant
tobuild-to-suit sites after an average of
2.5years, compared to fi ve years in 2020.
These operational improvements are directly
translating into fi nancial momentum, with
double-digit Adj. EBITDA and free cash
fl ow growth now underpinning the dividend
and buyback program announced under
IMPACT 2030.
As we move through the next cycle, one
thing is certain: we will continue to focus
relentlessly on customer experience
excellence and pursue continuous
improvement every day, at every site,
inevery market.
People and digital excellence
Helios Towers is an asset-rich business,
but its greatest asset is its people. In an
increasingly digital age, that statement is
even more relevant.
Our ethos is clear: we invest in our people
by providing the training, development,
tools and opportunities they need to
excel and progress. Delivering world-class
customer experience depends on world-
class people working together in world-class
teams. We therefore set high performance
expectations, supported by aculture of
learning, curiosity, innovation andagility.
With the right support framework, we
actively encourage transparency and
learning from mistakes – because that is
thefastest route to improvement.
To enable our people to focus on
value-enhancing work and maximise the
fulfi lment of working at Helios Towers, we
have embedded ‘Digital by Design’ within
IMPACT 2030. This is a transformative
initiative to integrate AI and digital solutions
across approximately 60 identifi ed areas
– from site operations to back-offi ce
processesand everything in between.
Each opportunity has been assessed
against three criteria: fi nancial improvement,
customer experience enhancement, and
health & safety advancement. Together, these
initiatives will deliver sustained marginal
gains, strengthening agility, effi ciency and
performance throughout this strategic phase.
Our investment in people and digital
capability is already delivering tangible
results. Today, 94% of our local workforce
is local to the markets in which we
operate. Lean Six Sigma certifi cation – our
foundational business excellence program
– now covers 63% of our global workforce,
up from 58% a year ago. More than 20% of
colleagues participated in coding camps
and hackathons in 2025, each developing
AI-enabled applications to solve everyday
business ineffi ciencies. In parallel, our teams
completed 71 business excellence projects
during the year, generating US$11 million
in savings.
Power uptime
99.99%
2024: 99.99%
Colleagues trained in Lean Six Sigma
63 %
2024: 58%
Tenancy ratio
2.2x
2024: 2.1x
Recurring free cash fl ow
US$208m
2024: US$148m
Our 15 year anniversary celebrations in Ghana
11
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Group CEO’s statement continued
And we are not stopping there. As we
progress through IMPACT 2030, we
will extend capability-building to our
maintenance, build and security partners
through our Partner Engagement Programme,
including Lean Six Sigma training, governance
of business excellence projects and digital
collaboration. Through this, we are targeting
further improvements in site performance,
effi ciency and productivity.
Disciplined capital allocation
The business has reached what we call the
cash compounding ‘sweet spot’. We have
achieved suffi cient scale to fund all high-
return organic growth opportunities while
also generating surplus cash fl ow for
sustainable shareholder returns.
This milestone refl ects the successful
execution of ‘2.2x by 2026’: integrating
acquired portfolios that doubled our
platform, increasing tenancy ratio from 1.8x
to 2.2x, andinfl ecting free cash fl ow from
consumptive to generative – all of which
laidthe foundation for IMPACT 2030.
In November 2025, at the launch of
IMPACT 2030, we announced our inaugural
shareholder return program as part of aclear
capital allocation framework.
Over 2026–30, we are targeting over
>US$1.3 billion of recurring free cash fl ow.
We will deploy over US$0.5 billion into high-
returning organic growth to drive at least
9% average annual Adj. EBITDA growth,
return over US$0.4 billion to shareholders,
and retain the remaining US$0.4 billion of
capital fl exibility for the most value-accretive
opportunities across the cycle.
Supported by strong structural growth –
population, mobile penetration and data
consumption – demand for our infrastructure
is set to continue for decades, providing
long-term compounding cash fl ows
for investors.
Our 2025 performance sets a strong
foundation for the next cycle: revenue
increased 8%, Adj. EBITDA rose 12%,
recurring free cash fl ow grew 40%, and free
cash fl ow more than tripled to US$66 million
in 2025. Operating profi t increased 18%
whilst cash from operations rose 21%.
ROIC improved from 13% in 2024 to 14% in
2025, up from 10% in 2022, further widening
the spread over our cost of capital and
strengthening long-term value creation.
We are targeting a 15–20% ROIC range
by 2030.
Outlook
I look to 2026 and the full fi ve-year cycle
ofIMPACT 2030 with great confi dence
andexcitement. We enter this new strategic
phase with strong operational momentum
and fi nancial performance. Our capital
allocation framework clearly sets out how
we will continue investing in high-returning
organic growth while returning at least
US$400 million to shareholders. At the same
time, our people continue to innovate and
strive for excellence across every market
andevery site.
I remain deeply grateful for the commitment
and expertise of our colleagues. With the
continued support of our customers, partners
and investors, Helios Towers is uniquely
positioned to connect people, drive growth
and deliver compounding value – today and
for decades to come.
Tom Greenwood
Group CEO
Helios Towers
ELT strategy session, May 2025
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KPIs
Our KPIs guide how we deliver value for our
stakeholders. In 2025, we were proud to achieve
many of our strategic targets one year ahead of plan.
Accordingly, we launched our IMPACT 2030 strategy
with further details on pages 1–7.
Our 2025 strategic KPIs
Financial performance
Impact KPIs
1
Responsible governance
Δ Alternative Performance Measures are defi ned on pages 57–59.
Sites #
14,746
Local colleagues
inourOpCos %
94%
Local, diverse, talented teams
Climate action
Digital inclusion
2023
14,097
2024
2025
14,746
14,325
2023
96
2024
2025 94
95
2023
13.45
2024
2025 12.54
13.15
Carbon emissions
pertenant
2
tCO
2
e
12.54
1 Please see the Glossary for defi nitions of our non-fi nancial KPIs.
2 Please see further information on our carbon footprint on page 24.
In progress
Downtime per tower
per week minutes
1:10
2023
2:10
2024
2025 1:10
1:16
In progress
Population coverage
million
158 m
2023
144
2024
2025
158
151
In progress
Colleagues trained
inLeanSix Sigma %
63 %
2023
53
2024
2025 63
58
In progress
Female colleagues
%
29%
2023
28
2024
2025 29
29
In progress
No target
Adjusted EBITDA
margin
Δ
%
55.2%
2023
51.3
2024
2025
55.2
53.2
Achieved
Tenancy ratio x
2.2x
2023
1.9x
2024
2025 2.2x
2.1x
Achieved
Tenancies #
31,944
2023
26,925
2024
2025
31,944
29,406
No target
ISO accreditations
maintained %
100%
2023 100
2024
2025 100
100
Achieved
Rural sites #
6,114
2023
5,817
2024
2025
6,114
6,008
Achieved
In progress
Recurring free cash fl ow
Δ
US$m
208m
2023
2024
2025
93
208
148
No target
Revenue
US$m
854 m
2023
721
2024
2025 854
792
No target
Operating profi t
US$m
286 m
2023
146
2024
2025 286
242
No target
Adjusted EBITDA
Δ
US$m
471 m
2023
370
2024
2025 471
421
No target
Return on invested
capital
Δ
%
13.5%
2023
12.0
2024
2025 13.5
12.9
No target
No target
In progress
Achieved
Key
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Sustainable Business Report
Our Sustainable
Business Strategy
Our strategic approach
As we transition to our IMPACT 2030
strategy, we remain committed to driving the
growth of mobile communications across
Africa and the Middle East while keeping
sustainability at the core of everything we
do. Our Sustainable Business Strategy is
instrumental in driving our mission to deliver
customer experience excellence through
our business excellence platform, creating
sustainable value for all stakeholders.
Underpinned by responsible governance,
the impact we create through driving digital
inclusion, reducing our environmental impact
and building local, diverse, talented teams
enables the business to deliver fi nancial and
social value creation over the long term.
Read more about our governance of
sustainablebusiness on page 3 ofour
SustainableBusiness Addendum
Our double materiality assessment
In 2024, we revised our double materiality
assessment (DMA) to identify how our
activities impact the wider environment and
society, while assessing how sustainability
issues can trigger fi nancial eff ects on our
business. Our DMA process included a
context analysis, interviews and workshops
with internal and external stakeholders, and
a deep-dive review with senior management
to validate results. This assessment was
overseen and approved by the Sustainability
Committee. Conducting a DMA has provided
us with further insights into the sustainability-
related impacts, risks and opportunities
within our value chain, in turn fostering
enhanced transparency, accountability
andlong-term value creation.
Our Sustainable Business Strategy is designed to create value for
our people, environment, customers, communities and investors.
Wereport progress on our strategy through fourkeyareas.
Digital
inclusion
p16
Climate
action
p19
Local, diverse,
talented teams
p25
Responsible
governance
p28
Read more about the results of our DMA in our
Sustainable Business Addendum
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Material topics across the value chain
Sustainable Business Report continued
1
Build and acquire towers
Corresponding material topics
Corresponding material topics
Corresponding material topics
2
Colocation lease-up
3
Operational improvements
We directly and indirectly support the employment and training
of a local workforce who build, maintain and secure our sites.
In the design of new builds, we are reducing the use of steel
and concrete, thereby lowering associated Scope 3 emissions.
Health and safety is critical at this stage, and we invest in
partner training and rigorous site safety checks.
Our infrastructure-sharing model involves leasing space
to multiple MNOs. Through colocation, operational energy
use and carbon emissions per tenant are lower compared
to a single tenant or traditional operator-owned model.
This approach also avoids emissions associated with
additional tower steel, concrete and other assets.
Through investing in power solutions such as grid optimisation,
hybrid and solar technologies, we are reducing our emissions
intensity per tenant. Having a highly localised workforce enables
us to drive operational excellence and ensure they comply with
the highest standards in health and safety.
As part of our double materiality assessment, we evaluated material topics across our
value chain, identifying where they are most prevalent, with the icons below indicating
their relevance at each stage.
Material topics
1
:
Digital inclusion
Health and safety
Energy
Climate change
mitigation
Security-related
impacts
Working conditions
in the supply chain
Local employment
Ethical business
conduct
Equal treatment
and opportunities
for all
1 Training and skills development and strategic community investment are not included in our top material topics. However, we
monitor and manage our impacts in these areas and report on them as part of delivering our Sustainable Business Strategy.
Training and skills
development
Strategic community
investment
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Sustainable Development Goals:
2025 progress
Sites
14,746
2024: 14,325
Tenancies
31,944
2024: 29,406
Population coverage
158m
2024: 151m
THE CHALLENGE
Africa and the Middle East account for the majority of
global population growth to 2050 with a 55% increase from
today over the next 25 years
1
. However, there is a major
infrastructure and usage gap in Sub-Saharan Africa and
theMiddle East compared to more developed parts ofthe
world. Around one billion people across Africa and the Middle
East do not use, or are not covered by, mobile broadband
2
.
THE OPPORTUNITY
By 2050, the number of unique mobile subscriptions in
Africa and the Middle East is expected to reach 800 million,
an increase of 70% from today
3
. Over the next fi ve years,
our markets are expected to see an additional 91 million
mobile connections and fourfold data growth
4
. Meeting the
anticipated future demand for digital services will require
expanding our tower infrastructure.
OUR ROLE
With minimal availability of fi xed-line internet in our markets,
the mobile connectivity powered by our towers has enabled
communities to access life-enhancing services, often for
the very fi rst time. Our infrastructure-sharing model and
expertise in maintaining reliable power enables MNOs to roll
out and densify mobile coverage cost eff ectively and with
alower carbon footprint.
Sustainable Business Report continued
Digital
inclusion
1 Cap IQ population forecast.
2 GSMA database, accessed
January 2025.
3 Global Telecoms report – BMI
– Sept 2025 forecast through
2034, with forecast extended
to2050 by FTI Consulting.
4 Ericsson Mobility Report, Africa
&Middle East region.
Material issues:
Digital inclusion
Strategic community investment
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Growing our portfolio to drive
digitalinclusion
In 2025, we grew our portfolio to 14,746 sites
across our nine markets. We had record
organic tenancy additions of 2,538, principally
colocations, refl ecting our focus on customer
experience excellence. We achieved our
2026 target tenancy ratio of 2.2x a year
ahead of plan, backed by strong lease-up
performance. Improved colocation and
tenancy ratios allow shared infrastructure
to be used more effi ciently, reducing
environmental impact per tenant and
supporting improved network coverage
formobile users. As part of our IMPACT 2030
strategy, we plan to grow to over 42,000 total
tenancies and a tenancy ratio exceeding 2.5x
by 2030.
We continued to see marked improvements
in our rollout speed for customers, prioritising
safety and effi ciency, while reducing our
average colocation and BTS delivery times.
Our BTS delivery time has reduced by almost
40% since 2022 and colocation rollout
now averages two days across the Group.
We continue to target further improvements
through our IMPACT 2030 strategy.
At present, our infrastructure supports
reliable connectivity for approximately
158 million people across Africa and the
Middle East. To meet the rising demand
for data and enhanced connectivity, we
are deploying innovative technologies that
extend coverage into areas where traditional
tower infrastructure is less eff ective.
Bridging the connectivity
andinfrastructure divide
Sustainable Business Report continued
Redesigning towers
forimpact
Since 2024, we have been assessing tower
design opportunities for enhancement,
in collaboration with our customers,
particularly in locations with limited grid.
Through this approach, a leaner site
solution has been developed that removes
dependency on fuel-based systems
while continuing to deliver high levels
ofnetwork availability.
This design requires no heavy machinery,
has a smaller carbon footprint and is more
cost eff ective.
Overall the site can be deployed in
twoweeks, accommodating up to three
tenants, providing faster connectivity
fornearby users.
This design uses around half the steel and
reinforcement weight and requires only
a third of the concrete compared with
traditional designs. For every kilogram of
steel saved, approximately 2.3kg of CO2e
is avoided. Similarly, for every cubic metre
of concrete saved, about 240kg of CO2e
is avoided.
During 2025, we have deployed this design
across several urban sites in Kinshasa,
DRC. Based on the success of this rollout,
around 500 sites are to be deployed
in 2026.
Enhanced site design deployed in Kinshasa, DRC
Our suite of solutions addresses the practical
challenges of network expansion, such as
limited space in dense urban centres, through
options like lamppost monopoles as well as
lean, space-effi cient products designed to
optimise performance.
Expanding coverage for
underservedcommunities
Across our markets, governments 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
for our customers and supports digital
inclusion in rural areas.
Mobile connectivity powered by our
infrastructure is also fundamental for the
transition to a low-carbon economy in our
regions. The increasing adoption of 5G and
the Internet of Things means that consumers,
businesses and public administrations
can apply new technologies that reduce
emissions in areas such as transport,
manufacturing and agriculture
1
.
Through enabling mobile connectivity
and contributing to social and economic
development in our markets, we contribute
to the realisation of all 17 UN Sustainable
Development Goals (SDGs). According to
GSMA, in 2023, the mobile industry had
achieved 58% of its potential contribution
tothe SDGs – up from 31% in 2015
2
.
1 GSMA, 2026 Enablement eff ect 2.0: getting the full picture.
2 GSMA, 2024 Mobile Industry Impact Report: Sustainable Development Goals.
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2025 highlights
Ghana
In partnership with the Ghana Chamber
of Telecommunications and the Institute
of ICT Professionals Ghana, we sponsored
and hosted a coding session at the
Demonstration School for the Deaf,
Mampong, bringing coding education
to hard-of-hearing learners for the fi rst
time. Our support will help to train 100
pupils and 50facilitators in coding and
equip mobile digital labs with devices
andteaching aids.
Malawi
We launched an ICT Lab project at
Mphungu Primary School, Lilongwe,
toaddress the issue of limited access to
digital literacy resources in underserved
communities. The project aims to
enhance digital literacy, impacting the
lives of thousands of students.
Tanzania
Working with our NGO partner
Camara, we offi cially handed over a
fully renovated classroom and new ICT
equipment to Igogwe Secondary School
in Ilemela District. As part of our broader
community investment strategy, we
also launched a tree-planting initiative
at Igogwe, planting 60 trees around the
school to support a healthier environment
and raise environmental awareness.
Senegal
At the Scientifi c High School of
Excellence in Diourbel, we supported the
establishment of a fully equipped science
laboratory, enhancing the learning
environment for students. The school
specialises exclusively in STEM education,
with girls representing 60% of the
student population.
South Africa
For International Girls in ICT Day our
colleagues collaborated with the
University of Johannesburg in hosting
learners for an ICT event. Students learnt
about computer systems and attended
web development workshops. They were
also given free online resources to learn
coding and development of websites
and apps.
Congo Brazzaville
In collaboration with Airtel, we launched
the Portal for People Living with
Disabilities and supported the initiative
with laptop donations and a rehabilitation
centre. The portal is a careers and
support platform supporting individuals
with disabilities.
Sustainable Business Report continued
1 GSMA The State of Mobile Internet Connectivity 2025: Overview Report.
2 GSMA The Mobile Gender Gap Report 2025.
Strategic community investment
Alongside our business growth directly
supporting digital inclusion, we are also
developing strategic, long-term projects
andpartnerships that address the usage
gapand improve digital skills.
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. The rural-urban gap in mobile
internet adoption in Sub-Saharan Africa is
48%
1
. In addition, the mobile internet gender
gap in Sub-Saharan Africa is one of the
widest globally at 29%
2
.
Helios Towers Graduate Programme
In 2025, we continued to strengthen our
collaboration with the Mastercard Foundation
to support youth employment and skills
development across Africa as part of the
HTGraduate Programme.
Under this initiative, six key roles were
successfully fi lled for a year across our
operations in Malawi, South Africa, DRC
and Senegal, contributing to functions such
as engineering, data science and human
resources. 50% of these placements were
women, underscoring our commitment
to advancing gender diversity within our
workforce. In 2026, we will welcome our
second, larger cohort under the Mastercard
Foundation Programme.
The Coding Caravan, Mampong, Ghana
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2025 progress
Carbon emissions
pertenant (tCO
2
e)
12.54
2024: 13.15
Power uptime
99.99%
2024: 99.99%
Project 100 spend
US$11m
2024: US$12m
Sustainable Business Report continued
Sustainable Development Goals:
Climate
action
THE CHALLENGE
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 regions with some of the lowest electrifi cation rates in
the world, we rely on generators to guarantee uninterrupted
power for our customers’ networks. Our African markets
face some of the most severe impacts of climate change,
despite the continent accounting for less than 4% of global
CO
2
emissions
1
.
THE OPPORTUNITY
Our markets are on the cusp of a mobile boom. The region
would need one million more towers to match the same density
per person seen in developed markets such as Europe and
the US today
2
.
OUR ROLE
Our colocation model is the most carbon- and cost-effi cient
way to deploy the infrastructure network needed to meet the
demand for mobile adoption and data consumption expected
over the next few years. Increasing colocation, alongside
rollout of optimal power solutions, reduces emissions when
compared to the traditional operator-owned model.
1 The International Energy Agency,
2023.
2 TowerXchange, UN World
Population Prospects, 2024.
Material issues:
Energy
Climate change mitigation
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Our operating context
Optimising our energy consumption and
lowering emissions intensity are key levers
to reducing our environmental impact.
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. The diesel
and electricity used to power our towers
accounts for 99% of our Scope 1 and 2
greenhouse gas (GHG) emissions (see page
24 for more on our carbon emissions data).
With diesel being a major contributor to
our carbon footprint and operating costs
at tower sites, we prioritise reducing diesel
usage and maximising the use of grid
electricity wherever possible.
However, we have a significant variance in the
supply and carbon intensity of grid electricity
across our markets, from eight hours a day in
DRC to 23 hours in Senegal. The chart shows
site-weighted average grid availability per
day across the Group – averaging 18 hours
a day. It also illustrates how grid electricity
carbon intensity compares to diesel
generation in each market, highlighting the
emissions benefit of grid-connected sites.
Power uptime for reliable mobile
connectivity
Our strategic key performance indicator
(KPI) of downtime per tower per week is the
average amount of time that our sites are
not powered across each week. Working in
locations where grid electricity is unreliable
or non-existent, we take pride in providing
world-class power uptime.
This aligns with our efforts to build resilient
infrastructure under SDG 9.
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 for our
customers and a risk of end-users switching
to alternative mobile operators
1
.
In 2025, we achieved one minute and
10seconds average downtime per tower per
week – an 8% improvement on 2024. In May
2025, we achieved our first downtime per
tower per week of 0 seconds in Senegal,
followed by 0 seconds in Oman in July,
reinforcing the improvements across the
portfolio and our infrastructure reliability.
Digitalisation
Our IMPACT 2030 strategy places
digitalisation at the centre of how the Group
enhances performance and resilience.
Through digital twins – data-driven virtual
replicas of our physical sites and power
systems – advanced data analytics and AI-
driven insights, we are developing a Smart
Operations Centre that enables real-time
monitoring of our sites, improved decision
making and optimised power assets across
our portfolio. This integrated approach
supports stronger network reliability, faster
issue resolution and a safer operating
environment, while contributing to lower
energy consumption, reduced emissions
andcost efficiencies.
Sustainable Business Report continued
Reducing our environmental
impact and investing in
low-carbon solutions
Average grid availability per day (hours) and grid carbon intensity
2
Includes both on- and off-grid sites
1 Calculated using total FY24 cellular revenues across our 9 markets, multiplied by 1%.
Cellular revenues as per GSMA database accessed July 2025.
2 Carbon intensity calculated using grid emission factors and average efficiency assumptions
fordiesel generators.
8
5
DRC
Grid emits 99.9% less CO
2
e
per kWh than diesel
23
4
Oman
Grid emits 62% less CO
2
e
per kWh than diesel
7
South Africa
Grid emits 16% less CO
2
e
per kWh than diesel
23
2
Senegal
Grid emits 53% less CO
2
e
per kWh than diesel
23
9
Madagascar
Grid emits 49% less CO
2
e
per kWh than diesel
8
6
Congo B
Grid emits 42% less CO
2
e
per kWh than diesel
13
1
Tanzania
Grid emits 60% less CO
2
e
per kWh than diesel
21
8
Ghana
Grid emits 71% less CO
2
e
per kWh than diesel
23
3
Malawi
Grid emits 94% less CO
2
e
per kWh than diesel
13
5
9
3
1
8
4
2
7
6
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Sustainable Business Report continued
There is a clear correlation between low
mobile penetration, limited grid availability
and higher carbon intensity per tenant,
meaning the markets with the greatest
connectivity gaps are often those with the
highest operational emissions intensity.
Based on our 2030 target of >42,000
tenancies and the associated growth
required to address the mobile infrastructure
gap, a 36% reduction per tenant would
equate to an increase in absolute emissions
of approximately 22% compared to 2020
levels. This tenancy growth refl ects the
scale of infrastructure expansion required in
Sub-Saharan Africa, where unique mobile
subscriber penetration remains below 50%
in many markets and electricity access is
often unreliable or unavailable. Importantly,
this trajectory would still represent a
stabilisation of emissions relative to the scale
of portfolio growth.
While we support scientifi c
recommendations to limit global warming
to 1.5°C, our operating context makes it
challenging to deliver annual absolute Scope
1 and Scope 2 emissions reductions aligned
with a Science Based Targets initiative (SBTi)
1.5°C pathway. Our approach prioritises
structural reductions in emissions intensity
through operational effi ciency, electrifi cation,
hybridisation and renewable deployment,
rather than reliance on carbon off sets.
Our 2040 Net Zero ambition is dependent
on the availability of cleaner and reliable
national grids and a supportive policy
environment for renewable energy and
low-carbon technologies. We continue
to engage with policymakers and utility
providers to advocate for progress in these
areas, recognising that expanded digital
infrastructure also plays an important role
in enabling emissions reductions across
other sectors.
Climate transition plan
We have reviewed the Transition Plan
Taskforce (TPT) Disclosure Framework to
ensure our climate strategy remains aligned
with the evolving external environment and
our business priorities. In 2025, we developed
a transition plan setting out our pathway to
reduce GHG emissions while continuing to
deliver resilient digital infrastructure across
Africa and the Middle East.
Our pathway is underpinned by clear
decarbonisation levers refl ected in our
investment priorities and emissions
reductionglidepath. These include:
– Colocation growth, which reduces
emissions per tenant by sharing
infrastructure, power systems and
maintenance activity across multiple
mobile network operators.
– Operational optimisation, including
improved grid utilisation, energy effi ciency
and Remote Monitoring Systems to lower
fuel consumption.
– Hybridisation and battery storage,
minimising generator runtime at off -grid
and limited-grid sites.
– Renewable energy deployment,
particularly solar where technically
andcommercially viable.
– Value chain engagement, improving Scope
3 data quality and supporting supplier and
customer emissions reductions over time.
Progress towards our 2030 target will be
driven by increased colocation and direct
carbon reduction initiatives aligned to these
levers. Delivery is supported by Project 100,
our commitment to invest US$100 million
between 2022 and 2030 in proven lower-
carbon energy solutions (see page 22).
Our transition plan has been developed with
reference to leading frameworks, including
TPT, CDP and the European Sustainability
Reporting Standards, and will be overseen
by the Board and senior management.
We intend to publish the full plan in 2026.
Our carbon reduction target
We have set a near-term target to reduce
Scope 1 and 2 emissions per tenant by 36%
by 2030, compared to a 2020 baseline,
alongside a long-term ambition to achieve
Net Zero by 2040, representing a 90% overall
reduction against the same baseline.
Our 2030 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 was updated in 2024 to refl ect
portfolio expansion since 2021, including
four additional markets, and our increased
exposure to more fuel-intensive geographies
where grid infrastructure is limited,
particularly in the DRC.
2030 carbon target
36%
reduction in carbon emissions
pertenant, compared to 2020.
2025 target progress
10%
reduction in carbon emissions
pertenant, compared to 2020.
2024: 6% reduction.
Solar site in Oman
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Sustainable Business Report continued
Energy effi ciency
Prioritising low-carbon solutions and
energy-effi ciency practices are critical
decarbonisation levers.
Through our Project 100 initiative, in 2025 we
spent US$11 million, totalling US$44 million
since 2022. Our spend includes low-carbon
solutions such as grid connections and
restorations, our Remote Monitoring System
(RMS), solar and hybrid solutions. Our current
roadmap, aligned with our transition plan,
focuses investment on technologies we
have seen proven to promote energy
effi ciency and reduce carbon intensity
acrossour portfolio.
Grid connections
We prioritise connecting off -grid sites
tothe grid to reduce fuel consumption
andenergy costs.
Investing in grid connections is the most
cost-eff ective power investment we
make. By installing new power lines and
step-down transformers, and upgrading
shared transformers, we ensure stable
electricity supply to our sites while also
improving reliability for local communities.
These measures signifi cantly reduce
reliance on diesel generators and fuel use.
We also work with national grid providers
toencourage greater access.
Over 100 sites in Tanzania were grid-
connected in 2025, taking overall
connectivity in the country to above 80%.
These sites have created savings of over
80,000 litres of fuel per month.
Sites connected to grid
85%
2024: 80%
Hybrid solutions
Hybrid installations maximise the power we
consume from battery technology, thereby
limiting or eliminating generator runtime.
This confi guration uses generators with
improved effi ciency by operating them
at a higher load for a shorter time, with
the remaining time covered by stored
battery energy. The proportion of hybrid
sites increased during the year, primarily
refl ectingimproved RMS data accuracy.
We are transitioning to longer-life lithium
battery technology, which has improved in
cost and power density over recent years
– 71% of our hybrid sites nowhave lithium
batteries. As a result of deploying hybrid
solutions, in Senegal, we now have 100
generator-free sites.
Hybrid sites
56%
2024: 29%
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.
With further innovation expected in panel
technology, this will be a key solution for
ourenergy-effi ciency strategy.
We have deployed over 1,500 solar sites
across the portfolio to date. Using learnings
across the Group, our Operations team
had their fi rst solar workshop to support
deployment during 2025. Our Madagascar
operation signifi cantly expanded its solar
portfolio from 14 to 116 sites supported by
real-time monitoring using RMS to drive
fueland carbon savings.
Solar sites
10%
2024: 7%
RMS and power
optimisation
RMS is being integrated with
performance dashboards to support
performance improvement across sites.
As our ‘eyes and ears’ on a site, it gives
real-time information on site power
equipment and energy production.
The data received from RMS has been
transformational in driving better
decision-making on how to optimise
the power confi guration and effi ciency
of sites. With the ability to identify and
rectify issues such as grid failure, we
can improve our power reliability as
well as reduce our fuel consumption
and emissions.
By the end of 2025, 90% of sites
had RMS installed, with an average
connectivity of over 95%.
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Solar hybridisation
inGhana
Ghana has become the Group’s carbon
innovation hub with over one-third of
total sites in its portfolio powered by
solar, demonstrating how renewable
energy solutions can lower emissions
while strengthening operational
effi ciency. In 2023, our Ghana team
initiated a large-scale solar hybridisation
programme across 409 sites.
A small number of installations were
completed in early 2024, to optimise
daytime energy consumption through
solar generation. Collaboration between
functions ensured that solutions were
tailored to varying site conditions across
the country.
As of July 2025, the original solar
installations had generated approximately
1,470,000kWh of energy. This resulted
in fuel savings of about 50,000 litres
over the same period, alongside reduced
grid dependency during daylight hours.
Improved maintenance and panel
cleaning further enhanced output,
delivering a 27% increase in average
weekly solar production. The programme
continues to provide important insights
for solar deployments across our
Group portfolio.
Sustainable Business Report continued
Powering performance
through upskilling
Once we have confi gured power
solutions for each site, we focus on
improving the technical skills of our
maintenance partners, whose effi cient
and eff ective maintenance of our
towers contributes to reducing energy
consumption – and carbon – prolonging
the life of our assets.
In 2025, we worked with our power
equipment suppliers to develop training
on how to install, use and maintain
equipment. Over 950 engineers from
our maintenance partner network
participated. We have training centres
established within each OpCo for
practical delivery with interactive
videos to improve standards in
preventative maintenance.
In DRC, we trained fi eld engineers
in end-to-end site integration and
confi guration, to ensure sites operate
in line with approved design and
confi guration standards. We tailor
our training to support correct site
confi guration, early detection of
deviations and timely remediation to
align operational performance with
ourbusiness excellence standard.
Operational excellence
in 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.
Our team in DRC delivered a standout
operational transformation in 2025
by pairing a comprehensive grid
management and fuel reduction
programme with the rollout of an
operational excellence model.
Through a three-month trial
across Kinshasa, Lubumbashi and
Kolwezi, the team introduced a new
contractor model that has streamlined
operations and reduced site call outs.
We have also collaborated with our grid
maintenance partner and strengthened
governance pathways, signifi cantly
reducing overconsumption of fuel and
accelerating grid fault resolution.
Combined with investment in our
maintenance partner upskilling
programme, this has resulted in a fuel
reduction of 4.66% per equivalent
site, totalling two million litres of fuel
reduced compared to 2024. Over the
year, these changes have amounted
to a 5% reduction in carbon emissions
pertenantin DRC.
Our solutions
in action
Equipment workshop in SenegalSolar installation in Ghana Network operating centre using RMS
23
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Our 2025 footprint tCO2e
Scope 1 Scope 2 Scope 3
S
usta
i
na
bl
e
B
us
i
ness
R
eport cont
i
nue
d
Total emissions per year tCO2e
1
2020 2024 2025
Scope 1 162,032 222,781 211,322
Scope 2 118,958 140,258 164,522
Scope 3 152,412 153,986 172,732
Total 433,402 517,025 548,576
Our 2025 Scope 1, 2 and 3 (category 3)
emissions have been externally assured.
Scope 1 and 2 emissions per tower
and per tenant (tCO2e)
2020 2024 2025
Tower 24.9 9 26.39 26.55
Tenant 13.99 13.1 5 12.54
Energy use (kWh)
2025
Tower grid electricity 479,632,171
Offi ce grid electricity 1,479,195
Tower generator diesel 773,359,255
Vehicle diesel 6,966,518
Vehicle petrol 3,266,630
Total 1,264,703,769
Our Scope 3 emissions have increased due to
category 3 – the associated emissions from
extracting, refi ning and distributing fuels and
electricity for our towers, which constitute
62% of our Scope 3 emissions. Our focus on
minimising fuel consumption will result in
reduced emissions from this category.
Industry collaboration
We are participating in an industry-led
benchmark study and providing data inputs,
with a goal of quantifying network energy
consumption, effi ciency levels and fuel
sources to help provide an evidence base
for measuring progress across the tower
industry. The outputs of the study will be
published in 2026.
UK Streamlined Energy and Carbon Reporting (SECR)
1,2
2024 2025
UK and
off shore Global
UK and
off shore Global
Scope 1 (tCO
2
e) 0 222,781 0 211,322
Scope 2 (location-based)
(tCO
2
e) 39 140,219 29 164,493
Scope 3 (tCO
2
e) 6,39 4 147,592 8,478 164,254
Total gross Scope 1 and
Scope 2 (location-based)
emissions (tCO
2
e) 39 363,000 29 375,815
tCO
2
e per tower – 26.39 –26.55
tCO
2
e per tenant – 13.15 –12.54
Energy consumption used
to calculate above emissions
(kWh) 190,557 1,245,713,792 162,927 1,264,540,841
Emissions intensity
Overall emissions intensity per tenant
has decreased by 5% since 2024 and 10%
since the 2020 baseline. This is our highest
reduction to date against our 2020 baseline.
This refl ects our tenancy ratio expansion and
the Company’s focus on growing colocation
tenants faster than site expansion, which
leads to fi nancial and emissions effi ciencies
across the portfolio.
Absolute emissions
Our Scope 1 emissions have decreased by
5% since 2024, also primarily driven by
reductions in tower diesel consumption in
Tanzania, where annual consumption fell by
over four million litres. Notable reductions
were also captured in Ghana and Senegal
across the year (-21% and -23% consumption
of diesel respectively).
The year-on-year increase in total Scope 1
and 2 (location-based) emissions is driven
almost entirely by developments in Tanzania.
A 19% rise in tower electricity consumption,
combined with an 18% increase in grid carbon
intensity, has resulted in a 41% increase
in Tanzania’s tower electricity emissions,
compared with 2024. Tanzania’s grid
intensity increased due to droughts aff ecting
the renewable hydropower supply to the
country’s grid, which has resulted in a greater
reliance on natural gas.
This single factor accounts for the majority
of the overall emissions increase, with tower
electricity emissions across all other OpCos
rising by 1% over the same period.
3
1
%
3
9
%
548
,
57
6
30
%
1 Scope 1 includes tower diesel, fuel used for company vehicles and refrigerants. Scope 2 is location-based and includes tower grid electricity and electricity purchased for our
offi ces. 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. Refrigerant data is
based on estimates provided by our Operations teams in 2025. Scope 2 location-based emissions are calculated using the average carbon intensity of the local electricity grid
where the electricity is consumed. Historical emissions for South Africa and the UK have been restated due to improvements in the accuracy of the data. Previous year emissions,
intensities and energy consumption have been restated to include data improvements in emission factors data. Our reporting is prepared in accordance with the WRI Greenhouse
Gas Protocol: Corporate Standard, Revised Edition.
2 ‘Global’ excludes UK and off shore. All markets are refl ected. 2024 emissions for South Africa and the UK have been restated due to improvements in the accuracy of the data.
See our Independent assurance report in ourSustainable Business Addendum
Read more about our approach to climate risk in our TCFD disclosures, pages 49–55
24
Helios Towers plc Annual Report
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2025 progress
Local employees
inOpCos
94%
2024: 95%
Female employees
3
29%
2024: 29%
Investment in training
US$1.81m
2024: US$1.1m
THE CHALLENGE
Skills shortages remain a signifi cant barrier across Sub-Saharan
Africa, particularly in technical roles. Only 9%ofyouth aged
15–24 across Sub-Saharan Africa havebasic computer skills
1
.
As our footprint grows, attracting, developing and retaining
the right expertise requires sustained focus and investment.
THE OPPORTUNITY
Due to Africa’s growing youth population, the continent
isdeveloping an unprecedented pool of talent. The Organisation
for Economic Co-operation and Development (OECD)
estimates that Africa’s working-age population will almost
double, from 849 million in 2024 to 1,556 million in 2050
2
.
A more concerted approach to skills development and
jobcreation can transform Africa’s demographic challenge
into ademographic dividend.
OUR ROLE
We prioritise hiring and developing local employees for
each market, building teams that refl ect the communities
we serve, thereby strengthening operational performance
while supporting broader socioeconomic development.
Through technical and leadership training and mentoring
wesupport career progression and specialist capability
across our value chain.
Sustainable Business Report continued
Sustainable Development Goals:
Local, diverse,
talented teams
1 OECD, Africa’s Development
Dynamics 2024: Skills, Jobs
and Productivity
2 UN, Africa Renewal, 2024
3 Our 2025 gender diversity
data has been externally
assured. For additional gender
diversity data please refer to
page 133.
Material issues:
Local employment
Equal treatment and opportunities for all
Training and skills development
25
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Corporate
Congo B
DRC
Ghana
Madagascar
Malawi
Oman
South Africa
Senegal
Tanzania
Our diverse and representative workforce
We are committed to developing a more
diverse and inclusive work environment
where all employees feel equally valued
and respected.
In 2025, we had 29% women working across
our business, progressing towards our
2026 target of a 30% female workforce.
Our Executive Committee (ExCo) comprised
20% women and 22% of our OpCo managing
directors are women.
Within our OpCos, we focus on recruiting
female engineers as part of the Helios
Towers Graduate Programme, with the
50% female target being achieved in 2025.
We have also embedded diversity, equity
and inclusion (DEI) modules as part of our
leadership training programmes to improve
DEI awareness for managers, with 75 leaders
completing the training in 2025.
We promote employment opportunities
in our markets by hiring and empowering
a localised workforce. In 2025, we had
94% local employees in our OpCos and 92
colleagues promoted internally. Our 2026
target of 95–100% provides us with the
fl exibility to off er colleagues opportunities
to work in diff erent markets, formalised by
our Short Term Assignment Policy. Over 15
colleagues participated in global mobility
assignments during 2025.
We are committed to aligning with the
recommendations of the Parker Review
for ethnicity. In 2025, 48% of our senior
management positions were held by
individuals from ethnic minority backgrounds.
Building an inclusive business and
embedding a culture oflearning
Sustainable Business Report continued
During the year, we also strengthened
our local senior leadership with the
appointment of two female Managing
Directors in Madagascar and Senegal.
These appointments reinforce our
commitment to developing internal talent
and gender diversity across our markets.
Engaging our people
We want every colleague to feel empowered
and engaged, and welcome the insights,
ideas and experience our diverse colleagues
bring. Regular Group-wide town halls,
quarterly updates and bi-annual strategy
days are held in all offi ces so all colleagues
can contribute to our strategy. These inputs
helped to shape our IMPACT 2030
cycle development.
Sally Ashford, our designated Non-Executive
Director (NED) for workforce engagement,
conducted ‘Voice of the Employee’ sessions
in Oman and the UK. Feedback, including
an increased focus on wellbeing and career
development, will be reviewed in 2026.
During the year, we conducted a shorter
‘pulse’ survey in order to collect feedback
from employees and track the impact of
change initiatives following our full survey
in 2024. This survey serves as a check-in
alongside the main engagement survey that
is held every two years.
1 Includes permanent, fi xed-term and temporary
employees: refl ects year-end data.
We had a 96% participation rate, and
following feedback sessions held across
our OpCos and business functions, we
will continue to focus on wellbeing and
engagement initiatives.
CEO Commendation Award
Our annual CEO Commendation Award
recognises colleagues who make exceptional
contributions to our Sustainable Business
Strategy. In 2025, we received over 700
submissions, from which 14 winners
were selected.
The winning entries delivered meaningful
impact, including effi ciency improvements,
enhanced customer service and reduced
environmental impact. One recognised
project supported operations in Ghana, using
learnings from Oman, with an automated
power-billing management system,
helping to standardise smarter and more
effi cient processes.
Employees by market
1
1
4
2
4
6
1
82
4
6
59
9
27
49
1
05
4
2
82% 9% 8%
Ethnicity
Ethnically diverse Other Not disclosed
Strategy day in our London offi ce
735
26
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Sustainable Business Report continued
Spotlight
Karim Ndiaye
Group Director, talent
development and
partnershipexcellence
How is Helios Towers evolving its
approach to talent development?
KN: We’re moving from individual initiatives
to a unifi ed talent ecosystem that develops
skills more intentionally and consistently
across the business. This includes defi ning
clear competencies and behaviours,
strengthening internal career pathways
and improving readiness for internal
promotions, with a key focus on DEI.
Leadership development – particularly
for managers – remains a core focus, but
we’re now cascading programmes more
broadly to ensure every colleague can
see a clear path for growth. Our strategy
is built around four pillars: attracting and
growing top talent, empowering inclusive
leaders, embedding excellence in delivery,
and enhancing partners’ technical and
leadership capability. Together, they ensure
our teams and partners have the skills and
mindset to deliver reliable network uptime
and high-quality service, aligning with our
strategic business objectives.
Why is this shift important?
KN: By building structured pathways and
competency frameworks, we help people
better understand their development
journey, which directly supports retention
and strengthens our leadership pipeline
and succession planning.
How does this strategy support our
maintenance partners?
KN: Our partners are an extension of our
‘One Team, One Business’ philosophy.
We’re introducing on-site learning, training
aids and video resources in English and
French, and we’ve extended access to
our learning management system so
partners’ teams can upskill alongside our
own, while leveraging digital as well as
‘on-the-ground’ bespoke training and
development programmes.
Our structured partner engagement
plan will train more than 60% of our
relevant partner workforce. This will
include capability assessments to embed
operational excellence and drive
improvements in power uptime as well
as leadership programmes by ensuring
partners recruit and develop the right
talent, with maintenance training for
more effi ciency.
What will be the priority going into 2026?
KN: Talent to Value: in essence this refers
to scaling leadership and operational
training across OpCos, expanding
functional development programmes and
strengthening the link between talent,
operational excellence and maintenance
partner performance. Ultimately, our goal
is to build a robust pipeline of skilled,
empowered people, both within Helios
Towers and across our partners, who
can deliver sustainable and long-term
operational excellence.
By investing in people,
skills and leadership, we are
building a future-ready talent
ecosystem that will help us
achieve IMPACT 2030.”
Karim Ndiaye
Developing talent for excellence
Our talent development programme,
which encompasses upskilling colleagues
and delivering fi eld-based training to our
maintenance partners is critical to our
business success. In 2025, we invested
US$1.81 million in programmes for our people,
around a 65% increase compared tothe
previous year.
We continued to deliver our bespoke HT
AAA management programme, developing
142 line managers with embedded coaching
support. We also broadened the Thomas
Connect system, a psychometric assessment
platform, to all leaders and people managers,
enabling teams to work to their strengths
and creating stronger working relationships
and collaboration.
During 2025, we expanded our Talent
Mentoring programme, connecting
experienced leaders with emerging talent
to support skills development and career
progression. The six-month programme
fosters cross-functional collaboration
through mentor–mentee matches aligned to
individual development goals and professional
backgrounds. Our inaugural cycle launched
with 50 mentor–mentee pairs across the
business, with 42% female representation.
LSS remains our core methodology for
reducing ineffi ciencies and improving service
quality. To date, 63% of colleagues are
trained at orange or black belt level, with
a target of 70% by 2026. This capability
is delivering measurable value across our
markets. For example, in Tanzania, we
improved our customer installation process
by integrating remote monitoring, enabling
faster delivery and creating an additional
US$1 million in revenue. These initiatives, all
driven through LSS techniques, demonstrate
how our people are embedding continuous
improvement into day-to-day operations.
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2025 progress
Near miss
reporting rate
1
146%
2024: 119%
Spend with
local suppliers
75%
2024: 81%
ISO standards
maintained
2
100%
2024: 100%
THE CHALLENGE
Operating across diverse regulatory environments brings
varying legal requirements, compliance expectations,
and security and geopolitical risks. Ensuring consistent
governance standards across all markets, from anti-bribery
and corruption controls to data protection and responsible
procurement, requires ongoing coordination, training
and monitoring.
THE OPPORTUNITY
Strong governance is essential to safeguarding our operations.
Our stakeholders expect us to uphold the highest standards of
ethics, transparency and accountability. By maintaining robust
frameworks and clear oversight, we can strengthen trust and
reinforce our licence tooperate in all our markets.
OUR ROLE
We work with our colleagues, suppliers, contracted partners
and peers to promote safe, ethical business practices and
improve industry standards. We also prioritise transparent
reporting and open engagement with regulators and
stakeholders, while maintaining accessible channels for
raising concerns safely.
Sustainable Business Report continued
Sustainable Development Goals:
Responsible
governance
1 Per one million people
hours worked.
2 Includes IEC standard for
Information Security.
Material issues:
Health and safety
Security-related impacts
Working conditions in the supply chain
Ethical business conduct
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Safety
The safety of our people and contracted
partners is our top priority and one of our
most signifi cant human rights impacts, given
the higher risk activities involved across
our sites. Our approach to safety, health,
environment and quality (SHEQ) combines
adherence to international safety standards
with a culture of robust management,
accountability and improvement, on which
we collaborate extensively with our partners.
Through our safety risk management
framework, we focus on mitigating our
most signifi cant risks, including driving and
site-based activities, while strengthening
awareness of safe working practices across
our markets, where there are varying levels
ofregulatory oversight.
Safety management and governance
Our safety culture is embedded throughout
the organisation, from Board oversight to
site-level briefi ngs. We monitor and report
on the safety performance of contracted
partners in the same way as our own people,
reinforcing shared accountability.
All nine OpCos are certifi ed to the integrated
management system under ISO 9001 (Quality
Management), ISO 14001 (Environmental
Management) and ISO 45001 (Occupational
Health & Safety) standards. We continue
to support our maintenance partners in
achieving these standards, recognising the
role of competent supervision and consistent
quality management in reducing risk. In 2025,
94% of our maintenance partners were
ISO45001 certifi ed.
Promoting safe, ethical
businesspractices across
oursupply chain
Sustainable Business Report continued
We maintain a structured approach to
partner oversight. Our OpCo Managing
Directors review detailed assessments with
maintenance partners every month. Using a
bespoke benchmarking tool covering 127
SHEQ criteria, we audit partner performance
and review outcomes through Group and
OpCo governance forums. This approach
supports transparency, consistency and
continuous improvement across our
extended supply chain. During the year, our
maintenance and build partners scored 95%
average in our audits.
Leadership engagement remains a core
element of our governance approach.
OpCo leadership teams undertake regular
site visits as part of their SHEQ KPIs, while
Executive Committee members conduct
site visits during OpCo engagements.
These interactions support the identifi cation
of good practice, reinforce expectations
andenable learning.
Reporting, learning and digitalisation
Our safety approach is centred on
encouraging the reporting of near-misses
and incidents, creating the foundation for
learning and prevention. During 2025, we
continued to enhance digital reporting,
improving visibility and performance
management of key safety indicators across
our operations. We have established Tier 1
and Tier 2 Safety Infl uencers, with a focus
on consistent reporting of observations and
near misses across partner organisations,
from senior leadership to frontline teams.
This supports us in reducing the risk of more
severe incidents and fatalities, with reinforced
accountability and an embedded culture of
proactive reporting.
1 Per one million people hours worked.
2 Per one million kilometres driven.
Combined safety performance of contracted partners and Helios Towers
Lost-time incident frequency rate
1
2023 0.18
2024
2025 0.24
0.30
Total recordable case frequency rate
1
2023 0.51
2024
2025 0.47
0.59
Road traffi c accident frequency rate
2
2023 1.45
2024
2025 1.59
1.23
Line of Fire
safetytraining
Helios Towers partnered with Gravity
Training to pilot a ‘Line of Fire’ (potential
injury zones) safety training workshop,
focused on reducing exposure to high-risk
site activities. The session demonstrated
practical techniques for safely
manoeuvring generators and lifting poles,
eliminating line of fi re risks without the use
of cranes.
The pilot highlighted the value of
industry collaboration in improving
safetystandards. Building on its success,
Helios Towers plans to further develop
theprogramme with Gravity Training,
with a view to wider rollout from 2026
as part of our ongoing Line of Fire
safety campaign.
Line of Fire training for heavy loads
29
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Sustainable Business Report continued
We leverage digital tools to support virtual
supervision and assurance. The rollout of
over 390 camera helmets across all markets
has enabled remote site safety observations,
virtual permit-to-work reviews and stronger
evidence capture following site activities.
The helmets are also used for adjacent
maintenance activities on site such as
refuelling and security.
These tools have enabled real-time feedback
on site safety compliance, particularly in
remote locations and have been positively
adopted by partners.
Driving
Driving remains the most signifi cant physical
risk across our operations, with over
30 million kilometres driven annually, often
in remote environments. We mandate that
all our vehicles and those of our partners
are equipped with in-vehicle monitoring
systems (IVMS). We also continue to roll out
dashcams, and as of 2025, 93% of vehicles
have one installed. We then use the data
analytics to proactively identify risk patterns
and gain insight into driving behaviours.
Site-based activities
Our approach to site-based risk management
focuses on competent supervision, task
planning and quality controls.
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.
Activities involving lifting and line of fi re risks
remain areas of focus, supported by targeted
training, such as our bespoke workshop with
Gravity Training, equipment assurance and
partner engagement. Strengthening quality
management is a key priority, recognising
the link between quality lapses and elevated
safety risk.
External engagement
We actively engage with peers, partners
and stakeholders to share best practice
and promote higher safety standards
across the industry. During 2025, Helios
Towers was the fi rst organisation to
present exclusively on health and safety
management at TowerXchange, a key tower
industry event, sharing our approach to
driving safety culture within complex and
dispersed organisations.
We hold partner conferences, which include
the opportunity to communicate on progress
and reward teams for the best safety
initiatives. During 2025, we held conferences
with 45 partners in DRC, Congo Brazzaville
and Senegal, with a dedicated SHEQ forum
in Madagascar.
The Lifting Safety to New Heights
conference held in Malawi brought together
government representatives, regulators,
operators, investors and partners, reinforcing
a collective commitment to advancing
safety standards through collaboration
and innovation.
Physical security
The security of our teams, partners and
assets is paramount and is overseen at
Boardlevel. Led by our Group Head of
Security, we have a developed Group
Security Policy and strategy. We work to
minimise any risks associated with operations
on site. Our guards are not armed, although
confrontation can take place between
guards and individuals who are trying to
gainunauthorised access to site.
We tailor security solutions to the risk profi le
of each site, informed by GIS and heat-
mapping analysis. Our mitigation includes an
integrated approach using motion sensors,
CCTV, alarms, electronic access locks and
guards, supported by site monitoring through
our RMS and fuel alarm systems.
During 2025, we experienced periods of
heightened security risk in the DRC, Tanzania
and Madagascar. The activation of our
robust Business Continuity Plan measures
supported staff safety, operational resilience
and uninterrupted customer service during
these periods.
Responsible supply chain practices
Helios Towers works with suppliers globally
to meet the needs of our business and
customers, with a strong focus on local
sourcing wherever possible.
Our product procurement typically includes
telecommunications towers, generators,
rectifi ers, 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, with a focus on safety, fair treatment
and eff ective risk management across our
operations. In 2025, we progressed an end-
to-end digitalisation programme across
our procurement systems to strengthen
governance, consistency and resilience.
We support an indirect workforce of over
10,000 people who build, maintain and
secure our sites. By investing in partner
capability and business excellence, we
support improved asset performance,
reinforce our operational standards and
contribute to the development of a skilled
local workforce over the long term.
In line with our IMPACT 2030 strategy, we
are strengthening our approach to supplier
engagement, including a phased rollout of
business excellence training for key partners
from 2026, supporting consistent site
standards, clearer safety and compliance
messaging, and improved long-term
operational resilience across our extended
supply chain.
We continued our supplier forum initiative
in 2025, holding forums with our partners in
fi ve out of nine OpCos. We shared our Third
Party Code of Conduct and Sustainable
Business Strategy, with interactive
discussions including safety, business
excellence, compliance and cyber security.
Building on the success of this initiative, we
intend to hold a Global Partner Forum in
2026 to support collaboration and training
at scale.
1 This is based on monthly, voluntarily reported people hours from our partners in 2025.
World Safety Day celebration in Senegal
30
Helios Towers plc Annual Report
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Governance Report Financial Statements
Strategic Report
Sustainable Business 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 most salient human rights impacts lie
in the area of health and safety and labour
rights for our third-party employees, and
workers in our wider supply chain.
Our commitment is outlined in our Human
Rights Policy, 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 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 certification with all
suppliers. We also check and inspect our
partners’ records and processes when
needed and promptly investigate any
concerns raised regarding potential violations
of our Code. Read more about the measures
we take in our Modern Slavery Statement.
During 2025, we piloted our partner
evaluation procedure with site service
providers. Our team in Malawi was able
to work alongside our security partners
and improve awareness of the guards’
working rights overall. This evaluation will
be expanded to other operational partners
across all OpCos in 2026.
Ethical business conduct
We apply high standards of governance
and comply with all applicable laws and
recognised best practice. Our compliance
programme is managed by our Group Legal
and Compliance function, with oversight
from the Board and Audit Committee, where
compliance remains a standing agenda item.
We also have regional compliance managers
covering our Anglophone and Francophone
markets, supported by a network of trained
compliance champions.
We work with our colleagues and partners
to uphold our standards, as set out in our
internal Integrity Policy, Code of Conduct
and Third Party Code of Conduct. Together,
these frameworks articulate our commitment
to ethical business practices and address
key areas including conflicts of interest,
fraud, gifts and hospitality, environmental
standards, information security and non-
discrimination. They are supported by a suite
of internal policies, including our Investigation
and International Sanctions policies, which
address risks such as modern slavery, money
laundering and the financing of terrorism,
and set out clear procedures for internal
investigations and reporting concerns.
Anti-bribery and corruption
We operate a zero-tolerance approach
to bribery and corruption and expect
the same standards from our colleagues
and contracted partners. Our policies,
procedures and training reflect the elevated
risk profile of our markets and the nature of
our interactions with third parties, including
government officials. We continue to use
a third-party risk management platform
to screen partners against sanctions and
enforcement watchlists, alongside ongoing
monitoring, risk assessments and internal
audits. During 2025, we successfully
maintained our ISO 37001 Anti-Bribery
Management system certification with no
non-conformities identified.
Training
We provide ongoing training to strengthen
awareness of ethical conduct, bribery and
corruption risks, and to empower colleagues
to speak up when faced with integrity
concerns. All new colleagues receive initial
compliance training, complemented by
targeted and risk-based sessions for key
functions. During 2025, we continued conflict
of interest and fraud risk training, supported
by scenario-based learning and global anti-
bribery and corruption initiatives.
As part of the supplier forum initiative we
engaged partners on our Third Party Code
of Conduct, human trafficking and modern
slavery risks and reporting and collaborative
risk mitigation.
In 2025, we launched an Economic Crime
and Corporate Transparency Act (ECCTA)
risk assessment for the Group with the
support ofan external partner. As part of
the activities, a series of workshops were
organised with all OpCos to carry out fraud
risk assessment, in light of ECCTA.
Reporting concerns
We encourage colleagues and suppliers
to raise concerns through our confidential
reporting line, which allows issues to be
reported anonymously where preferred.
The General Counsel and Company
Secretary, Director of People, 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 concerns in line with
our policies, including non-retaliation
provisions, and take appropriate disciplinary
and remedial action where required.
Learnings from investigations continue to
inform training and awareness activities
across the Group, conducted annually.
Cyber security and data privacy
Maintaining the security and integrity of
our IT systems is critical to maintaining
operational excellence and power uptime.
Our incident management and response
processes align with the Information
Technology Infrastructure Library (ITIL®)
framework, covering identification,
containment, eradication, recovery and
lessons learned. Cyber security and
information security updates, including
user security, supplier cyber security,
network authentication, AI-enabled security
capabilities and business continuity are
regularly reported to the Audit Committee
by the Group Head of IT Infrastructure
&Cyber Security.
Our strategy focuses on prevention and
recoverability, supported by regular
testing, independent assurance and
Group-wide training. During 2025, we
maintained our ISO/IEC 27001 certification
and Cyber Essentials Plus accreditation,
while further benchmarking our maturity
against recognised industry frameworks.
We continue to enhance AI-enabled security
technologies to improve threat detection
and response, alongside governance and
acceptable use controls.
Supplier cyber risk management remains
a key focus, with structured assessments
of critical third parties and targeted
remediation where required. Looking ahead
to 2026, the Group will consider alignment
with emerging standards such as ISO/IEC
42001 to further strengthen governance of
artificial intelligence within our security and
technology environment.
While we do not have direct access to
end consumers’ data, we process certain
personal data in the normal course of
business, including employee and contractor
information. We comply with the General
Data Protection Regulation and equivalent
legislation in other jurisdictions, which
governs how personal data is collected,
usedand protected.
Read more in our Audit Committee Report
onpages94–100
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/IEC 27001 (Information Security).
31
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Market and operating review
East & West Africa
+1
,
033
Tenancy additions
Population (2025)
1
112m
Population growth
CAGR
1
3%
Mobile penetration
(2025)
2
47%
Mobile connections
CAGR
2
7%
PoS additions CAGR
3
6%
1 UN World Population Prospects (2025–30), accessed January 2026.
2 GSMA database, accessed January 2026. Calculated on a site-weighted basis (2025–30).
3 FTI Consulting, PoS report March 2026. Calculated on a site-weighted basis.
Locations
Tanzania
Senegal
Malawi
32
Helios Towers plc Annual Report
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Governance Report Financial Statements
Strategic Report
In 2025, the East & West Africa region
delivered resilient organic growth, adding
91 sites and 1,033 tenancies.
This growth was driven by a combination of
network densifi cation and rural expansion.
4G connections increased by 3ppt to 33%,
while site expansion supported an increase
inpopulation coverage of 4 million people.
In terms of market performance, Tanzania
continued its strong momentum, adding
669 tenancies, equivalent to 6% growth.
Malawi added 212 colocations, representing
a 30% increase, and reaching a 2.1x tenancy
ratio just three years after acquisition, while
Senegal recorded 108 additional tenancies,
a7% increase.
Power price decreases, which reduced
revenue and operational expenditure
comparably, led to moderated revenue
growth of 7% compared to tenancy
growth of 8%. However, and as expected,
Adj. EBITDA grew 12%, refl ecting strong
operating leverage as a result of tenancy
ratio expansion.
2025 highlights:
– Strong organic tenancy additions of 1,033
for the region, an 8% increase year on year
led by both Tanzania and Malawi with 669
and 256 additions respectively;
– 0.1x increase in tenancy ratio from 2.1x
to2.2x;
– 7% increase in revenue to US$348 million
refl ecting tenancy growth, partially off set
by lower power prices in Tanzania;
– 12% increase in Adjusted EBITDA to
US$236 million driven by tenancy growth;
and
– 3ppt expansion in Adjusted EBITDA margin
to 68%, driven by margin-accretive tenancy
ratio expansion.
World-class power uptime
In August 2025, Helios Towers Senegal became the
fi rst of the Group’s markets to achieve zero seconds
of downtime per tower per week from 5:57 minutes at
acquisition. This milestone refl ects more than strong
technical performance; it demonstrates our culture of
continuous improvement and always striving to elevate
our customer experience.
This achievement refl ects several years of integrating
business excellence, and strong teamwork within our
Senegal OpCo. As a result of Lean Six Sigma training,
our teams have a data-driven approach to elevating
performance. In 2025, this capability combined with the
latest remote monitoring technologies, which supported
real-time analytics, and supported our best ever year of
power uptime.
Senegal downtime
pertower per week
1
0:04 min
At acquisition: 5:57 min
2
Senegal colleagues
trained in LSS
67%
2025 target: 65%
Through disciplined execution and
valued partnerships, and thanks to
the dedication of our people, we
strengthened our footprint, deepened
customer collaboration, and delivered
steady growth – building resilient
infrastructure that advances digital
inclusion as we look forward to
delivering IMPACT 2030.”
Digital inclusion
Senegal
Market and operating review: East & West Africa continued
Site additions #
+ 91
2023
6,396
2024
2025 6,597
6,506
Tenancy additions #
+1,033
2023
12,608
2024
2025 14,688
13,655
Tenancy ratio expansion x
0.13 x
2023
1.97x
2024
2025 2.23x
2.10x
Revenue growth US$m
+ 7%
2023
312.6
2024
2025 348.2
325.5
Adj. EBITDA growth US$m
+ 12%
2023
199.8
2024
2025 236.2
210.4
Adj. EBITDA margin
expansion %
+ 3.2ppt
2023
63.9
2024
2025 67.8
64.6
Gwakisa Stadi
Regional CEO – East Africa
1 Downtime per tower based on the 2025 annual average.
2 At acquisition downtime per tower per week refl ects expectation
of the acquired assets in the fi rst full-year of ownership.
33
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Market and operating review
Central & SouthernAfrica
1 UN World Population Prospects (2025–30), accessed January 2026.
2 GSMA database, accessed January 2026. Calculated on a site-weighted basis (2025–30).
3 FTI Consulting, PoS report March 2026. Calculated on a site-weighted basis.
Locations
DRC
Congo Brazzaville
South Africa
Ghana
Madagascar
Population (2025)
1
252m
Population growth
CAGR
1
3%
Mobile penetration
(2025)
2
43%
Mobile connections
CAGR
2
6%
PoS additions CAGR
3
9%
+1
,
164
Tenancy additions
34
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Digital Inclusion
DRC
Market and operating review: Central & Southern Africa continued
Strong population growth and increasing
demand for mobile connectivity are
drivingsustained demand for digital
infrastructure across Central & Southern
Africa. Accordingly in 2025, we added 231
sitesand 1,164 tenancies across the region.
Central & Southern Africa is one of our
fastest growing regions, with a population
of 252 million today and expected growth
of 3% per annum over the next fi ve years.
Mobile penetration has increased over the
years, but remains one of the lowest globally
at just 43%.
As mobile penetration increases across the
region, we are well-positioned to support
the demand through our well-invested
platform and continued focus on customer
experience excellence.
In 2025, tenancy growth of approximately
10%, largely driven by colocations, translated
into Adjusted EBITDA growth of 12%.
This demonstrates the sustained and
stronglink between tenancy growth and
Adjusted EBITDA expansion.
Looking ahead, and supported by IMPACT
2030, we are excited by the opportunities
across our markets over the next fi ve years,
as mobile connectivity adoption continues to
rise and demand for higher-quality network
services accelerates.
2025 highlights:
– 1,164 organic tenancy additions, a 10%
increase year-on-year;
– 0.1x expansion in tenancy ratio, reaching
2.3x (2024: 2.2x);
– 8% growth in revenue to US$431 million;
– 12% growth in Adjusted EBITDA; and
– Adjusted EBITDA margin improved by
2pptyear-on-year to 52%, driven by
margin-accretive tenancy ratio expansion.
Sites
(DRC)
2,781
2024: 2,653
Population coverage
(DRC)
35m
2024: 34m
Site additions #
+231
2023
5,166
2024
2025 5,501
5,270
Tenancy additions #
+1,164
2023
10,942
2024
2025 12,727
11,563
Tenancy ratio expansion x
0.12 x
2023
2.12x
2024
2025 2.31x
2.19x
Revenue growth US$m
+8%
2023
350.9
2024
2025 431.4
397.9
Adj. EBITDA growth US$m
+12%
2023
167.6
2024
2025 223.8
199.3
Adj. EBITDA margin
expansion %
+ 1.8ppt
2023
47.8
2024
2025 51.9
50.1
Scaling connectivity,
acceleratinggrowth in DRC
In 2025, our DRC business delivered strong operational
performance, including adding 128 sites and 763
tenancies. This performance refl ects sustained demand
for network expansion and strong execution in one of
the Group’s largest but least developed mobile markets
and we were delighted our roll out expanded our
coverage footprint by over one million people.
The DRC continues to represent a signifi cant long-term
growth opportunity for the business. At the end of
2025, 24% of the population remained unconnected,
making the country one of the most underpenetrated
mobile markets globally. This highlights both the scale
of the digital inclusion challenge and the critical role of
reliable mobile infrastructure in supporting social and
economic development.
We are proud of what our teams achieved in 2025,
enabling connectivity for an additional 3 million people
across Central & Southern Africa. With demand driven by
strong population growth and rapid urbanisation, we are
now gearing up to deliver IMPACT 2030 with our MNO
partners, bringing with it signifi cant social and economic
benefi ts to the communities we serve.”
Allan Fairbairn
Chief Technology and Digital
Offi cer and Executive Director, DRC
Fritz Dzeklo
Regional CEO – West
& Southern Africa
35
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Market and operating review
Middle East & North Africa
1 UN World Population Prospects (2025–30), accessed January 2026.
2 GSMA database, accessed January 2026. Calculated on a site-weighted basis (2025–30).
3 FTI Consulting, PoS report March 2026. Calculated on a site-weighted basis.
+341
Locations
Oman
Population (2025)
1
6m
Population growth
CAGR
1
3%
Mobile penetration
(2025)
2
80%
Mobile connections
CAGR
2
2%
PoS additions CAGR
3
5%
Tenancy additions
36
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Market and operating review: Middle East & North Africa continued
In 2025, our Middle East & North Africa
business continued to demonstrate strong
performance across multiple metrics,
adding 99 sites and 341 tenancies.
Since entering the Oman market in
December 2022, we have rapidly scaled
ourpresence, and now operate 2,648 sites
with 4,529 tenancies. Growth in 2025 was
driven by continued 5G adoption and the
continued expansion and densifi cation of
new entrant, Vodafone.
Tenancy growth of 8% during the year
translated into revenue growth of 9%
and Adjusted EBITDA growth of 12%,
demonstrating strong Adjusted EBITDA
fl ow-through from tenancy growth. In 2025,
average downtime per tower per week
improved by 93% YoY, reaching just two
seconds, bringing world-class operational
standards to Oman and supporting our
customer experience focus.
Looking ahead, under IMPACT 2030,
we continue to target further lease-up
and network densifi cation as 5G rollout
accelerates, supporting all three mobile
network operators in Oman.
2025 highlights:
– 341 tenancy additions in the third year
ofoperation, reaching 4,529;
– Tenancy ratio expansion of 0.1x reaching
1.7x (2024: 1.6x);
– 9% growth in revenue to US$74.5 million;
– 12% growth in Adjusted EBITDA; and
– Adjusted EBITDA margin expansion
of2ppt to 74% (2024: 72%).
Delivering on our targets, almost
three years ahead of plan
Helios Towers Oman achieved a signifi cant milestone
in Q1 25, reaching a 1.7x tenancy ratio and delivering
itsfi ve-year target almost three years ahead of plan.
This performance reinforces its position as one of the
Group’sfastest-scaling OpCos.
The rapid progress was underpinned by Vodafone’s
large-scale national rollout, complemented by
Omantel’s 5G expansion and Ooredoo’s network
upgrades. These programmes materially accelerated
early colocation demand. Close customer engagement
further enabled the acceleration and conversion of
Omantel’s build-to-suit pipeline.
Operational excellence played a central role in this
achievement. Markedly improved build-to-suit cycle
times enhanced site readiness, supporting earlier
tenancy realisation and underpinning the rapid
scale-upof the business.
Site additions #
+ 99
2023
2,535
2024
2025 2,648
2,549
Tenancy additions #
+341
2023
3,375
2024
2025 4,529
4,188
Tenancy ratio expansion x
0.07 x
2023
1.33x
2024
2025 1.71x
1.64x
Revenue growth US$m
+ 9%
2023
57.5
2024
2025 74.5
68.6
Adj. EBITDA growth US$m
+ 12%
2023
38.5
2024
2025 55.0
49.3
Adj. EBITDA margin
expansion %
+ 1.9ppt
2023
66.8
2024
2025 73.8
71.9
Digital inclusion
Oman
Tenancy ratio
1.7x
At acquisition: 1.2x
Adjusted EBITDA
US$55m
At acquisition: US$34m
1
In 2025, our third full year in Oman,
HTO exceeded all KPIs and continued
to enable the nation’s 5G rollout with
our strong partnership with Omantel.
Our achievements have been made
possible by the outstanding dedication
of our people, customers, partners,
and stakeholders; thank you for an
exceptional year and the momentum
it creates for sustainable growth ahead.”
Manjit Dhillon
Gro up CFO and Executive Chair
of Helios Towers Oman
1 At acquisition Adjusted EBITDA refl ects expectation
oftheacquired assets in the fi rst full-year of ownership.
37
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Manjit Dhillon
Group CFO
and HT Oman
Executive Chair
2025 was another year of strong metronomic fi nancial delivery,
improved returns, and enhanced balance sheet strength.
Weachieved our 2.2x tenancy ratio target a full year ahead
ofplan,expanded Adjusted EBITDA to US$471 million, achieving
10 consecutive years of growth, more than tripled free cash fl ow
and reduced net leverage to 3.4x.
These achievements underpin the next stage of our journey as
westart IMPACT 2030 with momentum. We are well positioned
tocapitalise on the phenomenal mobile market growth through
our best-in-class operational capabilities and our well-invested,
colo-ready and fi nancially robust platform.”
Robust business model
In 2025, we extended our track record
ofconsistent delivery, achieving our 10th
consecutive year of Adjusted EBITDA
growth, despite global pandemics, oil
priceshocks, rising infl ation, rising interest
rates andincreasingglobal volatility.
This sustained performance refl ects the
strength of our business model, which is
designed to capture the phenomenal growth
drivers in a robust and resilient manner.
This is achieved through a combination of
predictable hard-currency earnings, long-
term customer partnerships and a disciplined,
sustainable pricing strategy. Together, these
elements ensure that our fi nancial growth is
driven primarily by tenancy expansion and
operational excellence, rather than external
macroeconomic factors.
Hard-currency earnings
One of the key strengths of the business
is our hard-currency earnings. In 2025,
71% of Adjusted EBITDA was generated in
hard-currency, supported by our diversifi ed
presence across nine markets. Four of our
markets are innately hard-currency, being
dollarised or pegged to the US Dollar or Euro,
while several of our remaining markets have
revenue streams directly linked to hard-
currency price structures.
Our contracts also include CPI and power
price escalators, providing structural
protection against infl ation and power price
movements. As a result, our Adjusted EBITDA
growth continues to be almost entirely driven
by tenancy additions and effi ciency gains,
with limited sensitivity to FX or energy
price volatility. This dynamic was evident
again in 2025: despite fl uctuations in local
currencies, infl ation and fuel prices across
our markets, Adjusted EBITDA increased
toUS$471 million, up 12% year-on-year.
Long-term, high-quality contracts
Our customer contracts provide exceptional
visibility and security. With initial terms
of10–15 years, minimal cancellation rights
and automatic renewal provisions, our
business benefi ts from stable, long-duration
revenue streams.
At the end of 2025, we had US$5.3 billion of
contracted future revenue, with an average
remaining term of 6.6 years, all without
assuming any new business. This contracted
foundation gives us confi dence in our future
earnings and provides a strong platform
for incremental growth as we continue to
roll out new sites and add tenants across
our portfolio.
We have entered the cash
compounding ‘sweet spot’
of our story
Group CFO’s statement
38
Helios Towers plc Annual Report
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Governance Report Financial Statements
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Diversifi ed blue-chip customer base
Our customer mix remains well balanced and
resilient. In 2025, almost 100% of our revenue
was from multinational MNOs and 70% was
from investment grade customers, with no
single customer accounting for more than
28% of Group revenue. Our largest customers
experienced strong revenue growth over the
year, refl ecting continued investment and
network expansion across our markets.
Our pricing strategy is designed to support
long-term partnerships. By off ering a cost-
effi cient solution that is typically around 30%
lower than an MNO’s total cost of ownership,
we provide customers with compelling fi nancial
value while securing high-quality, recurring
revenue streams for the Group.
A stable foundation for long-term growth
These core dynamics, diversifi ed markets,
hard-currency exposure, long-term
contracts and strong blue-chip partnerships,
continue to provide stability in our earnings.
With consistent operational delivery, robust
customer demand, and a proven model
that links tenancy additions to Adjusted
EBITDA growth, we are well positioned to
continue capturing the signifi cant, long-term
opportunity across Africa and the Middle East.
Record tenancy additions
In 2025, our fi nancial performance
demonstrated the strength of our business
model and the consistency of our execution.
We delivered a record 2,538 tenancy
additions and 421 new sites, driving our
tenancy ratio to 2.2x, meeting our fi ve-year
target a year early.
As outlined earlier, our robust business
model delivers a strong correlation between
tenancy additions and Adjusted EBITDA
growth, which was refl ected in our 2025
performance. Adjusted EBITDA expanded
to US$471 million, +12% year-on-year, driven
almost exclusively by tenancy growth.
We were delighted that for the third-year
running, our tenancy and Adjusted EBITDA
tightened upwards throughout the year
and continue to exceed expectations.
Operating profi t also increased 18% year-on-
year to US$286 million.
Alongside growth, we continued to increase
returns through tenancy ratio expansion,
withROIC enhanced by 1ppt to 14% in 2025.
Cashfl ow performance
As our platform is well-invested and set-
up for decades of growth ahead, we have
pursued a tenancy ratio expansion strategy
over the past few years. This strategy delivers
high fl ow-through from Adjusted EBITDA
to free cash fl ow, as our maintenance,
ground leases and interest costs are largely
fi xed. In fact, in 2025 our Adjusted EBITDA
grew US$50 million year-on-year and this
supported US$47 million free cash fl ow
expansion year-on-year to US$66 million,
tripling from 2024. We target continued
high fl ow-through in our IMPACT 2030
strategy ahead.
Recurring free cash fl ow, which measures the
cash generated for management to deploy
on discretionary capex, investor distributions
or acquisitions grew by 40% year-on-year to
reach US$208 million.
Discretionary capex remained aligned with
our capital-effi cient strategy. In 2025, we
deployed US$138 million of discretionary
investment, with growth capex – principally
colocations, power upgrades and selective
BTS rollout – totalling US$110 million.
Statutory cash generated from operations
increased to US$481 million, up 21% year-on-
year driven by Adjusted EBITDA growth and
improved working capital. Similarly, profi t
after tax increased to US$39 million from
US$27 million. These results demonstrate the
underlying resilience of our business model
and our ability to translate revenue and
Adjusted EBITDA growth into sustainable
profi tability and cash generation.
Consistent progression in Adjusted EBITDA growth
US$m
24% CAGR
54
105
146
178
205
227
241
283
370
421
471
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Group CFO’s statement continued
39
Helios Towers plc Annual Report
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Balance sheet
We were delighted to make further
improvements to our balance sheet through
the year. We further reduced net leverage in
the year, decreasing from 4.0x to 3.4x, and
sitting within our medium-term target range
of 2.5x to 3.5x. We also reduced our cost of
debt, ending the year at 7.1% with four years
average remaining life. This was delivered
while also reducing potential equity dilution
through a successful US$120 million tender
of our convertible bonds below par, removing
41 million potentially dilutive shares.
Finally, we were also pleased to see our
continued fi nancial discipline refl ected in
credit rating upgrades by S&P and Fitch
from B+ to BB- inFebruary 2025 and April
2025 respectively. In February 2026, we were
also delighted that Moody’s upgraded our
rating to Ba3 from B1, refl ecting the strong
performance and tightened fi nancial policy.
IMPACT 2030
The management team and I thoroughly
enjoyed our Capital Markets Day in
November 2025. The event was extremely
well-attended, through a combination
of new and existing investors, all
recognising the strong opportunity that
lies ahead for the business over the next
fi ve years. Our strategy is targeted to
deliver the combination of industry-
leading growth, returns expansion and
shareholder distributions.
To capture the growth, we expect to invest
over US$500 million in high-returning
capex. We expect this to drive an Adjusted
EBITDA CAGR over 9% and ROIC expanding
to between 15–20%. At the same time, we
target returning at least US$400 million
to shareholders.
Through this plan, we retain further
optionality to accelerate growth andenhance
returns through the cycle, as over
US$1.3 billion recurring free cash fl ow is
expected (with US$900 million committed,
as above), while further reducing our net
leverage from our current position.
After many years building a high quality
platform, that is well-invested, lease-up
ready and has the operational expertise,
wenow enter a period that is set to deliver
high incremental returns and drive signifi cant
value for our stakeholders over the next
fi ve years.
Outlook
As we look ahead to 2026 specifi cally, we
do so with strong operational momentum,
disciplined fi nancial foundations, and a
clear line of sight to further improvements
in profi tability, free cash fl ow and returns.
As we outlined at our Capital Markets
Day, Helios Towers is now entering a
particularly compelling phase of its journey,
a period where we are positioned to deliver
both sustained growth and meaningful
value creation.
Net leverage x
3.4x
2023
4.4x
2024
2025 3.4x
4.0x
ROIC %
13.5%
2023
12.0
2024
2025
13.5
12.9
Recurring free
cash fl ow
US$ 208 m
2023
2024
2025
93
208
148
This ‘sweet spot’ as we call it, is not a short-
lived window, but a multi-year opportunity
supported by consistent tenancy expansion,
strong operational leverage and a proven,
cash-generative business model. With our
infl ection in free cash fl ow and continued
balance sheet strengthening, we are pleased
to begin returning capital to shareholders,
with more than US$400 million earmarked
for distributions over the next fi ve years
under our IMPACT 2030 strategy.
I am extremely excited about the
opportunities ahead for our business, and
Iam confi dent that the foundations we have
built will allow us to create long-term value
for all our stakeholders.
Manjit Dhillon
Group CFO
Group CFO’s statement continued
40
Helios Towers plc Annual Report
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Governance Report Financial Statements
Strategic Report
Non-financial and sustainability information statement
The table below outlines where the key content requirements of the Non-Financial and Sustainability Information Statement for the financial year ended 31 December 2025 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
andstandards that
governsourapproach
Section within
this AnnualReport Page(s)
Environmental
matters
Our colocation business
model and Sustainable
Business Report reflect our
commitment to reducing
environmental impact.
– Environmental Policy
– Sustainable Business
Report
Strategic Report 1–56
Sustainable Business Report:
Climate action
19–24
TCFD disclosures 49–55
Community and
socialmatters
Our aim is to maximise
the benefits of our towers
andnetwork access for the
communities where welive
and work.
– Strategic Community
Investment
Sustainable Business Report:
Digital inclusion
16–18
Sustainable Business Report:
Responsible governance
28–31
Our people
andculture
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
Sustainable Business Report:
Local, diverse, talentedteams
25–27
Sustainable Business Report:
Responsible governance
28–31
'Voice of the Employee' 84
Nomination Committee Report 89–91
Directors' Remuneration
Report
101–130
Human rights We conduct our business
in a way that protects and
respects the human rights
ofall our stakeholders.
– Modern Slavery Statement
– Human Rights Policy
– Supply Chain
ManagementStatement
– Health and Safety Policy
Statement
Sustainable Business Report:
Responsiblegovernance
28–31
Focus area
Helios Towers’ policies
andstandards that
governsourapproach
Section within
this AnnualReport Page(s)
Anti-bribery and
anti-corruption
We have zero tolerance
for any form of bribery
orcorruption.
– Code of Conduct
– Third-Party Code
ofConduct
– Integrity Policy
Sustainable Business Report:
Responsible governance
28–31
Risk management 42
Principal risks and uncertainties 43–48
Principal risks
and uncertainties
and impact of
business activity
Our principal risks and
uncertainties address the
keyoperational, regulatory
and financial risks the
business faces.
Risk management 42
Principal risk and uncertainties 43–48
Non-financial
key performance
indicators (KPIs)
We consider a range of
operational and strategic
KPIs to measure our progress
against Sustainable Business
Report.
Our strategic KPIs 13
Strategic Report 1–56
Climate-related
financial
disclosures
Our disclosure aligns to the
TCFD recommendations
andthe TCFD-aligned
Companies (Strategic Report)
Climate-related Financial
Disclosure Regulations.
TCFD disclosures 49–55
Description of
the business
model
Our business model 5
41
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Risk management
Risk appetite
The Group defi nes risk appetite as the
amount of risk that the business is prepared
to accept in order to deliver safe, eff ective
working practices while maintaining and
growing the business. The Group dedicates
resources and focus to understanding and
ensuring risk is identifi ed, assessed, managed
and monitored. Controls and mitigating
actions are designed as appropriate to
refl ect the risk appetite in each instance.
Determining risk appetite for the Group is
the responsibility of the Board. The current
risk appetite has been defi ned as high, given
the Group’s particular countries of operation,
and its experience in these markets.
This represents no change on the 2024
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
withadvice from the Executive Leadership
Team (ELT). The creation and maintenance
of the Group risk register involves the
whole business–with OpCo andfunctional
head input-being consolidated by Group
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 49–55.
The Group continues to monitor the
geopolitical and economic environment
giventhe 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 tolead to increased opportunities
for operational effi ciencies in the short to
medium term. Developments in satellite
technology are also being kept under review.
Regulatory change including updates to
theCorporate Governance Code and the
recently introduced Economic Crime and
Corporate Transparency Act (ECCTA) is
proactively managed.
Eff ectiveness of risk management
andinternal control
The monitoring and review of the eff ectiveness
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 pages98–99.
3rd line of defence
Governance structure
Board/Audit Committee
Executive Leadership Team
2nd line of defence1st 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 workfl ows/IT systems controls
– Personal objectives and incentives
Independent assurance
Who is responsible?
– Internal Audit
Activity/controls
– Internal Audit risk assessment
– Approved Internal Audit plan
– Internal Audit reporting line to
Audit Committee
– Third party limited assurance
on non-fi nancial metrics (GHG
emissions, population coverage,
gender diversity)
Oversight of risk and control compliance
Who is responsible?
– Compliance/functional teams
Activity/controls
– Safety, Health, Environment
andQuality (SHEQ)
– Regulatory compliance
– Management/Board reporting
and review of KPIs and
fi nancial performance
– Corporate policies and Group
functions’ oversight
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 classifi ed into
six broad risk types: Strategic, Reputational,
Compliance (including Legal), Financial,
Operational and People. All risks are assessed
according to the probability and signifi cance
of the consequence of them materialising and
a determination made to accept, avoid, or
control and mitigate (in which case mitigating
controls are clearly defi ned). Each risk has a
risk owner.
There has been no material change in the
nature, probability or potential impact
of previously identified risks other than a
reduction in likelihood in respect of Principal
Risk 9 (integration in to new markets).
42
Helios Towers plc Annual Report
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Principal risks and uncertainties
Principal risks heatmap
Probability of realisation of
Helios Towers’ principal risks
Moderate High
Major
Moderate High Major
Technology risk
Pandemic risk
Impact of Helios Towers’ principal risks
Climate change
14
Major quality failure or breach
of contract
1
11
7
5
2
8
6
4
12
Risk category
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Economic and political instability
Cyber security risk
13
10
Tax disputes
9
Failure to integrate new lines
of business in new markets
Note: Principal risks identified may combine and amalgamate elements of individual risks included in the detailed Group risk register.
Non-compliance with permit requirements
Non-compliance with laws and regulations
Operational resilience
Significant exchange rate and interest rate movements
Failure to remain competitive
Loss of key personnel
3
43
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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 profi tability could be
damaged if the Group fails to meet its customers’
operational specifi cations, 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 aff ect the
Group’s fi nances 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
signifi cant payments to its customers.
– Continued skills development and training programmes for the project
and operational delivery team;
– Detailed and defi ned 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 fi nes and penalties,
reputational damage and adverse eff ects 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
additionalliabilities.
– Constant monitoring of potential changes to laws and
regulatoryrequirements;
– 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 specifi c
details covering anti-bribery and corruption; anti-facilitation of tax
evasion and 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
inthe regulatory environment;
– Third Party Code of Conduct communicated and annual certifi cations
required of all high- and medium-risk third parties;
– Supplier audits and performance reviews;
– ISO certifi cations maintained in 2025;
– Regionalised compliance team structure supported by market-based
compliance champions;
– Internal Audit function adding additional checks and balances; and
– Supplier/partner forums continuing to be rolled out to all OpCos to
build further third-party capability and competency.
3. Economic
and political
instability
– Operational
– Financial
A slowdown in the growth of, or a reduction in demand
for, wireless communication services could adversely
aff ect the demand for communication sites and tower
space and could have a material adverse eff ect on the
Group’s fi nancial condition and results ofoperations.
There are signifi cant risks related to political instability
(including elections), security and 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 aff ect operations;
– Business continuity and contingency plans in place and tested to
respond to any emergency situations; and
– Dedicated Group Head of Security responsible for crisis management,
business continuity and organisational resilience.
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Risk status
Risk increasing Risk decreasing No change New risk
Risk category
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Helios Towers plc Annual Report
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Risk Category Description Mitigation Status
4. Signifi cant
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 signifi cant and
negative fi nancial impact on the Group’s business,
fi nancial condition and results. Such impacts may
also result from any adverse eff ects 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 aff ect 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 diff erences and interest
rate movements;
– Fixed rate debt/swaps in place;
– Maintain a prudent level of leverage;
– Manage cash fl ows; 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, fi nes 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
identifi ed by the relevant government authority withatimetable
for rectifi cation;
– Periodic engagement with external lawyers and advisors and
participation in industry groups; and
– Active and ongoing engagement with relevant regulatory authorities to
identify, assess and manage actual andpotential 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
andhighly skilled technical employees. The loss of
any such personnel, or the failure to attract, recruit
and retain equally high-calibre professionals could
adversely aff ect the Group’s operations, fi nancial
condition and strategic growth prospects.
– Talent identifi cation and succession-planning exists for key roles;
– Competitive benchmarked performance-related remuneration plans; and
– Staff performance and development/support plans, with ongoing
leadership development programmes.
Principal risks and uncertainties continued
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Risk status
Risk increasing Risk decreasing No change New risk
Risk category
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Helios Towers plc Annual Report
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Principal risks and uncertainties continued
Risk Category Description Mitigation Status
7. Technology risk – Strategic Advances in technology that enhance the effi ciency
of wireless networks and potential active sharing of
wireless spectrum may signifi cantly 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, anddecreasing
revenue streams.
Examples of such new technologies may include
spectrally effi cient technologies that could potentially
relieve certain network capacity problems or
complementary voiceover internet protocol access
technologies that could be used to offl oad a portion
of subscriber traffi c away from the traditional tower-
based networks.
– Strategic long-term planning;
– Business intelligence;
– Exploring alternatives, e.g. solar power technologies;
– Continuously improving product off ering to enable adaptation
tonewwireless technologies;
– Assessment of development in satellite technology;
– Applying for new licences to provision active infrastructure services
incertain markets; and
– Technology Committee in place with Board involvement/oversight.
8. Failure to
remaincompetitive
– Financial Competition in, or consolidation of, the
telecommunications tower industry may create
pricing pressures that materially and adversely
aff ectthe Group.
– KPI monitoring and benchmarking against competitors;
– Total cost of ownership analysis for MNOs to run towers;
– Fair and competitive pricing structure;
– Business intelligence and review of competitors’ activities;
– Strong tendering team to ensure high win/retention rate; and
– Continuous capex investment to ensure that the Group can facilitate
customer needs quickly.
9. Failure to
integrate new
linesof business
innew 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 fi nancial position and organisation
culture. Our presence in all of our markets has now
matured and integration of lines of business has
successfully occurred.
– Pre-acquisition due diligence conducted with the assistance of external
advisors with specifi c 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
andoversight structure.
10. Tax disputes – Compliance
– Financial
– Operational
– Reputational
Our operations are based in certain countries with
complex, frequently changing, bureaucratic and
administratively burdensome tax regimes. This may
lead to signifi cant disputes around interpretation
and application of tax rules and may expose us to
signifi cant 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
– Group Tax team strengthened with recruitment of
in-house tax expertise at both Group and OpCo levels.
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Risk status
Risk increasing Risk decreasing No change New risk
Risk category
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Principal risks and uncertainties continued
Risk Category Description Mitigation Status
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, the capacity of its available
human resources and grid and supply chain availability.
Failure in any of these three areas could severely aff ect
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 workfl ow of business-as-usual activities;
– Third-party due diligence, ongoing monitoring and regular supplier
performance reviews;
– Alternative sources of supply are previously identifi ed 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
– Buff er 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 aff ect the fi nancial and
operational performance of the Group across all its
activities. The eff ects ofapandemic may also disrupt
the achievement of the Group’s strategic plans
and growth objectives and place additional strain
onitstechnology infrastructure. There is also an
increased risk of litigation due to the potential eff ects
of a pandemic on fulfi lment ofcontractual 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.
13. Cyber
securityrisk
– Operational
– Financial
– Reputational
We are increasingly dependent on the performance
and eff ectiveness 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,
exposes theGroup to operational, strategic,
reputational and fi nancial risks. These risks are
increasing due to greater interconnectivity, reliance
ontechnology 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 maycompromise 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 fi nes
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 – identifi cation, containment, eradication, recovery and
lessons learned;
– Supplier risk management assessments and due diligence carried out; and
– ISO 27001 (Information Security) and Cyber Essentials certifi cation
retained during 2025.
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Risk status
Risk increasing Risk decreasing No change New risk
Risk category
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Risk Category Description Mitigation Status
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 suffi ciently to climate
risks or opportunities could lead to an increased
carbon 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 orshifts in
climate patterns) and transition risks (i.e. economic,
technology or regulatory changes related to the move
towards alow-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 fl exibility
of operations.
– Carbon target to 2030 with an ambition for Net Zero by 2040;
– 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
togrid 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 CFD and TCFD recommendations and
improving our understanding of the fi nancial and operational impacts
ofclimate-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 identifi ed may combine and amalgamate elements of individual risks included in the detailed Group risk register.
Principal risks and uncertainties continued
Sustainable Value Creation
Customer Experience Excellence
People and Business Excellence
Risk status
Risk increasing Risk decreasing No change New risk
Risk category
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TCFD disclosures
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
andopportunities the organization
hasidentified overthe short, medium,
andlong term.
b. Describe the impact of climate-
related risks and opportunities on the
organization’s businesses, strategy,
andfinancial planning.
c. Describe the resilience of the
organization’s strategy, taking into
consideration different climate-
related scenarios, including a 2°C
orlowerscenario.
Risk management
a. Describe the organization’s processes
foridentifying and assessing climate-
related risks.
b. Describe the organization’s processes
formanaging 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
TCFD recommendations Board of Directors
Sustainability Committee
Ensures we drive ambition, progress
andintegration of sustainability
acrossthe business.
– Responsible for the long-term sustainable
success of the Company, ensuring
leadership through effective oversight and
setting the strategic direction for theGroup.
– Provides rigorous challenge to management
on progress against goalsand targets.
Audit Committee
Reviews progress on TCFD alignment,
including approving reporting on climate
risks and opportunities.
Executive Leadership Team
Sets and executes vision and strategy
forsustainable business.
Technology Committee
Oversees technology developments as
part ofcarbon reduction target, as well
as managing key technology risks and
opportunities across our sites.
Informs
Reports to
Informs
Reports to Informs Reports to
The Board delegates specific oversight
matters to the Sustainability Committee
The Board is also supported by additional
committees who support specific areas
ofourstrategy
Informs
Reports to Informs Reports to
Group functions and OpCos
Implement strategy and provide feedback
toExecutive Leadership Team.
Helios Towers plc is requiredto
comply with theUKLR 6.6.6R
regulation by including climate-
related financial disclosures
that are consistent with the
requirements of the TCFD.
Additionally, we are required to report
against the TCFD-aligned ‘Companies
(Strategic Report) Climate-related Financial
Disclosure Regulations’, otherwise known
as CFD.
To prepare for evolving disclosure
requirements, we conducted a gap analysis
of our TCFD disclosures against IFRS S2,
drawing on ISSB guidance ahead of the
UK Government’s adoption through the
UK Sustainability Reporting Standards
(UK SRS). We have therefore produced a
single, integrated disclosure aligned to the
TCFD recommendations, supplemented
with additional information to meet CFD
requirements and address key initial IFRS
S2 expectations. 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 48. Although we experience
climate risks across our markets, we have
not observed significant changes in their
frequency or impact on our business.
In the past two years, we have 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 2026–27, 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.
Following a gap analysis of the TPT
recommendations in 2024, we have been
developing our transition plan over the
past year.
Governance
TCFD recommendation
a. Describe the Board’s oversight of
climate-related risks and opportunities.
Aligns with CFD disclosure (A)
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 2025, 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
upgrades throughout the year.
The Board is supported in its oversight
through climate risk and impact
information provided as part of Board
papers throughout the year. The Board
Sustainability Committee ('the Committee')
isresponsible for monitoring the
implementation of the Group’s Sustainable
Underpinned by policies, procedures and management systems
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TCFD disclosures continued
Business Strategy and reviewing performance against targets, including the carbon
intensity target. The Board also held two strategy days for IMPACT 2030 which included
climate strategy. The Chair of the Sustainability Committee shares relevant information
and recommendations with the Board and other Board Committees. As part of Committee
meetings we also review KPIs as part of the Sustainable Business Strategy and how we are
performing against targets.
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 2025 and key climate-related activity included review of the Group
transition plan, Committee terms of reference updates, overseeing progress on climate risk
modelling, TCFD and IFRS S2 alignment, as well as monitoring compliance with TCFD and
CFD disclosures.
The Audit Committee, acting under the Board’s authority, maintains responsibility
formonitoring and assessing regulatory and reporting requirements for climate-related
disclosures. During 2025, the Chair of the Audit Committee has tracked the Company’s
progress and alignment with all regulatory disclosure requirements, 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 reviews our RMS deployment, as it has been an annual bonus
performance measure since 2022. The deployment of RMS also addresses one of our transition
risks of increasing cost and availability of diesel as back-up power.
Read more in our Committee Reports on pages 92–130
TCFD recommendation
b. Describe management’s role in assessing and managing climate-related risks
andopportunities.
Aligns with CFD disclosure (A)
The Company’s Sustainable Business Strategy falls under the responsibility of ourGroup CEO,
who is supported by our Group CFO, overseeing the assessment of climate risks and financial
impacts, approval of investment in carbon reduction initiatives and innovations, and climate-
related disclosures.
As described in our Climate action section (pages 19–24), the energy used to power our
towers is the primary contributor to 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. Our respective functions and senior
management have accountabilities forclimate-related risks and opportunities.
– Group Head of External Affairs, Sustainability and Public Policy: Member of the ELT and
reporting to the Group General Counsel, leads reporting on climate action, oversees the data
assurance process and the climate risk assessment, working with different functions across
the business to embed current and future climate-related considerations into business
operations and planning.
– 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 tracks energy and fuel consumption through our RMS – a key part of our overall
energy-efficiency strategy, and leads our carbon reduction strategy, implementing Project
100 initiatives. The team reviews decisions around investments in trialling and deploying
renewables where feasible, 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 onclimate-related matters such as
fuel consumption and carbon emissions, 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 tominimise the
impact on our sites in the event of local or global fuel shortages.
– Chief Technology & Digital Officer: Member of the ExCo reporting to the Group CEO,
responsible for the structural engineering function. The team continually reviews and
improves the structural integrity ofour towers to withstand the impact ofclimate hazards.
The delivery team isinformed of the physical risks through our local project teams and
GIS analysis.
– Group Functional Heads: These colleagues 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 ofclimate hazards on the business.
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Strategy
a. Describe the climate-related risks andopportunities the organization hasidentified
overthe short, medium, andlong 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 2025, we built on our previous climate scenario analysis by
working with OpCo operational teams to understand historic vulnerability of the sites that
theinitial modelling had indicated to be at medium and high risk.
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. Fortransition 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 ofa future world where warming is limited tounder 2°C
1
.
For each scenario, we have looked at three timeframes below that align with the timeframes
used for strategic business planning. When considering the long-term timeframe,
wealsolooked out to 2050 for transitional risks and 2080–2100 for physical risks where
modelsallowed.
– 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.
Theaverage 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.
TCFD disclosures continued
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 orgovernment
measures on carbon pricing.
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
offuture
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 forlow-carbon
technologies.
Transition
risks
Reports from IPCC, IEA forecasts and wider research.
Assumptions We have modelled all our nine markets where we have towers to
ensure weunderstand how physical and transition risks may impact the
serviceweprovide.
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
inreporting
year
No changes to parameters used in qualitative modelling. The quantitative
modelling conducted by our GIS team in 2025 has been aligned to existing
scenarios used in 2023.
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Strategy
a. Describe the climate-related risks andopportunities the organization hasidentified
overthe short, medium, andlong 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,
weexpect 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 entire value chain. For example, the goods
wepurchase, such as diesel and steel, 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 ifthe risk rating is medium or higher on our risk matrix. Risk ratings are created using
acombination 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 scenarios, in line with the six criteria outlined in Risk Management a) on page 54.
Physical risks: potential financial and operational impact
Scenario
Short
term
Medium
term
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
toservice 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
toservice 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
Transition risks: potential financial and operational impact
Scenario
Short
term
Medium
term
Long
term
Increasing cost and impacts to availability of
diesel as a 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 assetlifetime.
Low warming
High warming
Dependence on improvements in nationalgrid
proliferation and large-scale infrastructure.
Delayed progress on this means the Company
willbe exposed to dieselcost increase and
operational impact from volatile grid connectivity.
Low warming
High warming
Opportunity
Scenario
Short
term
Medium
term
Long
term
Cost savings resulting from reduced
dieselusage in operations as stable
gridconnections provide better returns
andreliability.
Low warming
High warming
Level of risk/opportunity
High Medium Low
The level of risk or opportunity is determined by multiplying exposure levels (low, medium,
high and very high) with impact ratings (minor, moderate, major and severe). The overall score
is then categorised as low, medium, high and very high. We have not assessed any risk or
opportunity 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.
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TCFD disclosures continued
Strategy
a. Describe the climate-related risks
andopportunities the organization
hasidentified overthe short, medium,
andlong term. (continued)
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 hydropowered 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
decreasing over the coming decades,
therefore our overall risk rating is likely to
decrease in the future.
Generally, trends are consistent across
countries for a single risk type and scenarios.
For example, for extreme rainfall, the
projections in a high- andlow-warming
scenario will see similar percentage increases.
We have also identified the following risks
and opportunities and do not consider them
tobe 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,
science-based targets 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.
TCFD recommendation
b. Describe the impact of climate-
related risks and opportunities on the
organization’s businesses, strategy,
andfinancial 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 by our carbon roadmap described
in Climate action, pages 19–24.
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.
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. Our GIS analysis
also includes road mapping and drive time,
tosupport local teams’ access to sites.
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.
Wework with our customers to protect
equipment as far as possible and ensure
thesafety of our staff and contractors by
reducing any non-critical site work until it
issafe 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 continue
operating atower when access is
impeded. Additional reviews of towers
inhigh-risk areas may lead to relocation
orre-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.
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.
We have made significant progress
in identifying and assessing climate-
related risks and embedding mitigations
within our strategic planning; however,
we are continuing to refine the financial
quantification of these impacts across
climate scenarios to achieve full compliance
with Strategy b.
In 2025, our external carbon consultancy
partner evaluated our carbon and climate
risk strategy against the requirements of the
TPT Disclosure Framework, and supported
the development of a transition plan.
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
toachieve these targets. Our operational
andfinancial plans to reduce our emissions
intensity are embedded within our strategic
business planning. Our quantitative analysis,
including the financial impacts ofour
climate-related risks and opportunities, is
ongoing and will continue into 2026. We will
alsoexamine our dependencies and impacts
in greater detail, which will be incorporated
into our climate transition plan.
TCFD recommendation
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
andextreme events may also lead to
grid outages, diesel can also be a critical
means toensure power uptime for climate
changeadaptation.
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.
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TCFD disclosures continued
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
aback-up power source. In a low-carbon
scenario, there is expected to be greater
demand and enforcement of carbon
taxes onfossil fuel-based energy sources.
The transition could have a greater impact,
especially in the medium to long term.
Ourstrategy 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, the development of our
transition plan will help us understand how
to achieve a holistic strategy that enables us
to reduce and prepare for current and future
physical and transition risks.
Risk management
TCFD recommendation
a. Describe the organization’s processes
foridentifying 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
ELT 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, on 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
42) while allowing the identification and
measurement to be climate-risk specific.
Wecontinue to work with our GIS team
looking at specific physical risk data, such as
flooding across ourOpCos.
We review our climate scenario analysis
every three years. We intend to refresh our
modelling in 2026.
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
andopportunities; 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 twoclimate 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
pages 51–52.
Our risk rating framework is based on a
combination of our likelihood and impact
scales. When assessing impact, we look
at siximpact 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,
to2080–2100.
We review our materiality assessment every
two years to ensure that our material climate-
related risks are accurate and up to date.
Tobuild our internal capacity in this area,
ourGIS 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
onflooding (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 2025, we expanded
our vulnerability assessment for flood risk
(pluvial, fluvial and coastal) across medium-
and high-risk sites and reviewed improved
datasets for flooding.
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 and 2025, we reviewed the
risk register with OpCos to ensure relevance
andaccuracy.
TCFD recommendations
b. Describe the organization’s processes
formanaging 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)
Climate change is a principal risk and,
assuch, is managed through the risk
governance structure outlined on page 48.
The Group CFO and Head of External Affairs,
Sustainability and Public Policy updated the
Sustainability Committee on key physical
and transition risks. Throughout 2025,
climate risk has been a standing agenda
item as part of the Sustainability Committee.
Oncea risk is identified and assessed, it is
communicated to our OpCos and integrated
into our wider risk management process.
Thisincludes 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.
54
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
TCFD disclosures continued
Metrics and targets
TCFD recommendation
a. Disclose the metrics used by the
organization to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
Aligns with CFD disclosure (H)
To assess our exposure to climate-related
risks and opportunities, we measure several
KPIs that are highly material to our business
operations, markets and activities such as:
– Power uptime (key KPI for Customer
Experience Excellence);
– Downtime per tower per week
(StrategicKPI);
– RMS connectivity (features in our bonus
performance measures for all employees);
and
– Carbon emissions per tenant
(aperformance measure included in our
2023, 2024 and 2025 long-term incentive
plan (LTIP) awards).
Operational KPIs also include ‘Average grid
hours per day’ and the percentage of sites
a)connected to the grid, b) with hybrid
solutions and c) with solar solutions.
We monitor the business impact of climate
events we are already experiencing through
these KPIs and use them for planning and
budgeting. For example, after fl ooding,
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.
In2023, we reviewed the potential fi nancial
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 risks.
Long-term incentive plan (LTIP) awards
granted in 2023, 2024 and 2025 include a
target for progress against carbon emissions
per tenant.
We track data against our 2020 base year
and our reporting includes all years 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 diff erentiated price for each, and
this would not drive the intended changes in
decision-making.
TCFD recommendation
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.
Aligns with CFD disclosure (G)
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 24.
We follow an operational control approach
under the GHG Protocol. Forfurther
details on our methodology, seeour
Basis of reporting document, available at
heliostowers.com/our-impact/reports.
We address physical and transition climate
risks by reducing the intensity of our
operational footprint, in an industry that is
rapidly growing. We do this by promoting
energy effi ciency andreducing reliance on
diesel. Our carbon target refl ects all nine
operating markets, and we follow the GHG
Protocol to account for Scopes 1 and 2.
Since 2020, Scope 1 and 2 emissions intensity
per tenant has decreased by 10% (our target
metric). Emissions per tower have increased
by 6% since 2020, refl ecting higher average
tenancies. This demonstrates the success of
our colocation model, reducing emissions
compared to a traditional operator-owned
tower model.
Read more about our energy consumption,
investments, target and performance inour
Climateaction section on pages 19–24.
Tower site in Dar es Salaam, Tanzania
55
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Viability statement
1. Assessment of prospects: Context
The Group’s activities are long term in nature,
as is its business model, with US$5.3 billion
contracted revenues as of 31 December
2025 with an average remaining life of 6.6
years. This is complemented by its unique
positioning, being the sole and/or leading
independent operator in seven of its
nine markets.
The Group has demonstrated consistent
Adjusted EBITDA growth for the last 10
years, and from 2017 to 2025, operating loss
has improved from US$(24) million to an
operating profit of US$286 million.
Following substantial inorganic expansion
across 2020–22, the Group has focused on
tenancy ratio growth on its enlarged platform
supporting positive net income and free
cash flow for the last two years. Pages 1–6
describe how the Group’s business model will
grow profits in future years as the tenancy
ratio further expands.
The Group closed the year with
US$217 million cash and cash equivalents,
in addition to c.US$120 million of undrawn
debt facilities.
Net leverage was 3.4x at the end of 2025,
reducing from a high of 5.1x in 2022, following
the closing of acquisitions. The Group
believes it can operate comfortably between
2.5x to 3.5x. The Groups strategy is primarily
focused 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
assessmentprocess
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 2025, considering the
Group’s position and business prospects
for the next five years, focusing on growth
opportunities in existing markets and 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), of which US$44 million has already
been deployed. It also takes into account
the planned shareholder distributions of
US$400 million up to 2030.
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 42–50
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
anditsbusiness activities.
3. Assessment of viability
The assessment of viability started with the
available headroom as of 31 December 2025
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 49% 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
11 March 2026
56
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Alternative Performance Measures
The Group has presented a number of Alternative
Performance Measures (APMs), which are used in
addition to IFRS statutory performance measures.
The Group believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful information on the
performance of the business. These APMs are consistent with how the business performance
isplanned and reported within the internal management reporting to the Board. Some of
thesemeasures are also used for the purpose of setting remuneration targets. These APMs
may not be comparable to similarly titled measures disclosed by other companies. APMs may
be revised periodically to ensure alignment with the measures used by management to
monitor the Group’s performance. During 2025, adjusted gross margin and adjusted gross
profit were removed as APMs as management no longer uses these measures to assess
financial performance. Recurring levered free cash flow has been renamed as recurring free
cash flow.
Adjusted EBITDA and Adjusted EBITDA margin
Definition
Management defines Adjusted EBITDA as profit before tax for the year, adjusted for finance
costs, other gains and losses, finance income, gain/loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation of property, plant and equipment,
depreciation of right-of-use assets, deal costs not capitalised, share-based payments and
long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off bymanagement by virtue of their size and/or incidence.
Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.
Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by variations in capital structures (affecting interest and finance
charges), tax positions (such as the impact of changes in effective tax rates or net operating
losses) and the age and booked depreciation of assets. The Group excludes certain items
from Adjusted EBITDA, such as gain/loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better understanding of the Group’s
trading performance.
Reconciliation between APM and IFRS
2025
US$m
2024
US$m
Profit before tax 136.0 44.2
Adjusting items:
Deal costs
1
3.4 1.4
Share-based payments and long-term incentive plan charges
2
7.1 4.7
Other
3
3.5 1.2
(Gain)/loss on disposal of property, plant and equipment (1.2) 5.2
Other gains and (losses) (11.9) (17.1)
Depreciation of property, plant and equipment 114.7 113.3
Amortisation of intangible assets 32.1 27.0
Depreciation of right-of-use assets 25.5 25.9
Finance income (1.8) (3.4)
Finance costs 163.7 218.6
Adjusted EBITDA 471.1 421.0
Revenue 854.1 792.0
Adjusted EBITDA margin 55% 53%
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which
cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior
to the commencement of operating activities.
2 Includes associated costs.
3 Other includes severance and exceptional costs.
57
Helios Towers plc Annual Report
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Governance Report Financial Statements
Strategic Report
Alternative Performance Measures continued
Portfolio free cash flow, recurring free cash flow and free cash flow
Definition
Portfolio free cash flow is defined as Adjusted EBITDA less maintenance and corporate capital
additions, payments of lease liabilities (including interest and principal repayments of lease
liabilities), and tax paid.
Recurring free cash flow is defined as portfolio free cash flow less net payment of interest
andnet change in working capital.
Free cash flow is defined as recurring free cash flow less discretionary capital additions,
andcash paid for exceptional and EBITDA adjusting items.
Purpose
Portfolio free cash flow is used to value the cash flow generated by the business operations
after expenditure incurred on maintaining capital assets, including lease liabilities, and taxes. It
is a measure of the cash generation of the tower estate.
Recurring free cash flow is a measure of the Group’s cash flow generation available for
(i)discretionary capital expenditure, and other exceptional items, and (ii) capital providers
andinvestor distributions. It is also presented on a per share basis to reflect changes in the
Group’s share capital over time, including the effects of share buybacks and equity issuances.
Free cash flow is a measure of the cash generation available for capital providers and
investor distributions.
Reconciliation between IFRS and APM
2025
US$m
2024
US$m
Cash generated from operations 480.5 397.2
Adjustments applied:
Movement in working capital (16.3) 22.4
Deal costs
and other exceptional items
1
6.9 1.4
Adjusted EBITDA 471.1 421.0
Less: Maintenance and corporate capital additions (41.2) (41.7)
Less: Payments of lease liabilities
2
(46.2) (47.7)
Less: Tax paid (45.5) (33.2)
Portfolio free cash flow 338.2 298.4
Less: Net payment of interest
3
(134.8) (136.4)
Less: Net change in working capital 4.1 (14.1)
Recurring free cash flow 207.5 147.9
Discretionary capital additions (138.3) (126.7)
Cash paid for exceptional items (2.8) (2.5)
Free cash flow 66.4 18.7
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment
opportunities, which cannot be capitalised. These comprise employee costs, professional fees,
travelcostsand set-up costs incurred prior to the commencement of operating activities.
2 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
3 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Finance
income’ inthe Consolidated Statement of Cash Flows, excluding interest payments on lease liabilities.
The Directors believe that Adjusted EBITDA, recurring free cash flow and free cash flow are
useful measures to better understand the performance of the business and constitute 80% of
the annual bonus performance metrics.
Cumulative recurring free cash flow per share is being introduced as a performance metric for
the 2026 Long-Term Incentive Plan. Recurring free cash flow per share is equal to recurring
free cash flow for the financial year divided by the weighted average number of basic ordinary
shares outstanding during the year.
To calculate diluted recurring free cash flow per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all dilutive potential shares.
Share options granted to employees where the exercise price is less than the average
market price of the Company’s ordinary shares during the year are considered to be dilutive
potential shares. Where share options are exercisable based on performance criteria and
those performance criteria have been met during the year, these options are included in the
calculation of dilutive potential shares.
Recurring free cash flow per share is based on:
2025
US$m
2024
US$m
Recurring free cash flow 207.5 147.9
2025
Number
2024
Number
Weighted average number of ordinary shares used
to calculate basic earnings per share 1,050,728,537 1,050,040,649
Weighted average number of dilutive potential shares 129,413,527 129,993,727
Weighted average number of ordinary shares used
to calculate diluted earnings per share 1,180,142,064 1,180,034,376
Recurring free cash flow per share
2025
cents
2024
cents
Basic 19.7 14.1
Diluted 17.6 12.5
58
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Alternative Performance Measures continued
Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current and current loans, and long-term and short-term
lease liabilities.
Net debt is calculated as gross debt less cash and cash equivalents.
Net leverage is calculated as net debt divided by annualised Adjusted EBITDA
1
.
Purpose
Gross debt is a prominent metric used by investors and rating agencies.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of overall
balance sheet strength. It is also a single measure that can be used to assess the Group’s cash
position relative to its indebtedness. The use of the term ‘net debt’ does not necessarily mean
that the cash included in the net debt calculation is available to settle the liabilities included in
this measure.
Net leverage is a metric used to assess a company’s ability to manage its existing debt, aswell
as its borrowing capacity.
Reconciliation between IFRS and APM
2025
US$m
2024
US$m
External debt
2
1,705.5 1,672.8
Lease liabilities 235.1 223.7
Gross debt 1,940.6 1,896.5
Less: cash and cash equivalents (217.3) (161.0)
Net debt 1,723.3 1,735.5
Annualised Adjusted EBITDA
1
502.1 436.4
Net leverage
3
3.4x 4.0x
1 Annualised Adjusted EBITDA is calculated as per the Senior Notes definition as the most recent fiscal
quarter multiplied by 4. This is not a forecast of future results.
2 External debt is presented in line with the balance sheet at amortised cost. External debt is the total loans
owed to commercial banks and institutional investors, excluding loans due to minority interest holders.
3 Net leverage is calculated as net debt divided by annualised Adjusted EBITDA.
Return on invested capital
Definition
Return on invested capital (ROIC) is defined as portfolio free cash flow divided
byinvested capital.
Invested capital is defined as gross property, plant and equipment and gross intangible assets,
less accumulated maintenance and corporate capital expenditure, adjusted for IFRS 3 and
IAS29 accounting adjustments, and deferred consideration for future sites.
Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the Group’s
capital allocation.
Reconciliation between IFRS and APM
2025
US$m
2024
US$m
Property, plant and equipment 1,104.9 981.0
Accumulated depreciation 1,600.7 1,236.5
Accumulated maintenance and corporate capital expenditure (343.2) (302.0)
Intangible assets 528.1 531.4
Accumulated amortisation 147.5 106.7
Accounting adjustments and deferred consideration for future sites (541.7) (240.4)
Total invested capital 2,496.3 2,313.2
Portfolio free cash flow 338.2 298.4
Return on invested capital 13.5% 12.9%
59
Helios Towers plc Annual Report
and Financial Statements 2025
Governance Report Financial Statements
Strategic Report
Detailed financial review
Segmental key performance indicators
Sites and tenancies increased to 14,746 (+2.9%) and 31,944 (+8.6%) respectively in the year ended 31 December 2025, with all regions experiencing growth in both sites and tenancies.
Adjusted EBITDA for the year grew by 11.9% to US$471.1 million, while Adjusted EBITDA margin increased by 2ppt to 55%. Adjusted EBITDA and Adjusted EBITDA margin expansion was
drivenby tenancy additions, which were predominantly margin-accretive colocations.
Year ended 31 December
Group Middle East & North Africa
2
East & West Africa
3
Central & Southern Africa
4
$ values are presented as US$m 2025 2024 2025 2024 2025 2024 2025 2024
Sites at year end 14,746 14,325 2,648 2,549 6,597 6,506 5,501 5,270
Tenancies at year end 31,944 29,406 4,529 4,188 14,688 13,655 12,727 11,563
Tenancy ratio at year end 2.17x 2.05x 1.71x 1.64x 2.23x 2.10x 2.31x 2.19x
Revenue for the year
Δ
$854.1 $792.0 $74.5 $68.6 $348.2 $325.5 $431.4 $397.9
Adjusted EBITDA
Δ
for the year
1
$471.1 $421.0 $55.0 $49.3 $236.2 $210.4 $223.8 $199.3
Adjusted EBITDA margin
Δ
for the year 55% 53% 74% 72% 68% 65% 52% 50%
1 Group Adjusted EBITDA for the year includes corporate costs of US$43.9 million (2024: US$38.0 million).
2 Middle East & North Africa segment reflects the Company’s operations in Oman.
3 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
4 Central & Southern Africa segment reflects the Company’s operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
Δ
Alternative performance measures are defined on pages 57-59.
60
Helios Towers plc Annual Report
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Strategic Report
Detailed financial review continued
Total tenancies as at 31 December
Total colocations increased by 14.0% to 17,198 in the year ended 31 December 2025. Total sites increased by 2.9% to 14,746. As a result, tenancy ratio increased by 0.12x to 2.17x.
Year ended 31 December
Group Tanzania DRC Congo Brazzaville Ghana
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Standard colocations 12,976 12,152 5,574 5,192 3,785 3,472 195 194 987 960
Amendment colocations 4,222 2,929 1,335 1,077 917 595 188 69 535 441
Total colocations 17,198 15,081 6,909 6,269 4,702 4,067 383 263 1,522 1,401
Total sites 14,746 14,325 4,255 4,226 2,781 2,653 553 550 1,100 1,097
Total tenancies 31,944 29,406 11,164 10,495 7,483 6,720 936 813 2,622 2,498
Tenancy ratio at year end 2.17x 2.05x 2.62x 2.48x 2.69x 2.53x 1.69x 1.48x 2.38x 2.28x
Year ended 31 December
South Africa Senegal Madagascar Malawi Oman
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Standard colocations 276 249 159 128 160 159 612 571 1,228 1,227
Amendment colocations 125 118 106 47 58 36 305 134 653 412
Total colocations 401 367 265 175 218 195 917 705 1,881 1,639
Total sites 388 383 1,477 1,459 679 587 865 821 2,648 2,549
Total tenancies 789 750 1,742 1,634 897 782 1,782 1,526 4,529 4,188
Tenancy ratio at year end 2.03x 1.96x 1.18x 1.12x 1.32x 1.33x 2.06x 1.86x 1.71x 1.64x
61
Helios Towers plc Annual Report
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Governance Report Financial Statements
Strategic Report
Detailed financial review continued
Consolidated income statement
For the year ended 31 December
Note
2025
US$m
2024
US$m
Revenue 3 854.1 792.0
Cost of Sales (414.2) (408.9)
Gross profit 439.9 383.1
Administrative expenses (155.1) (135.6)
Gain/(loss) on disposal of property, plant and equipment 1.2 (5.2)
Operating profit 5a 286.0 242.3
Finance income 8 1.8 3.4
Other gains and (losses) 24 11.9 17.1
Finance costs 9 (163.7) (218.6)
Profit before tax 136.0 44.2
Tax expense 10 (96.6) (17.2)
Profit after tax for the year 39.4 27.0
Profit/(loss) attributable to:
Owners of the Company 39.2 33.5
Non-controlling interests 0.2 (6.5)
Profit after tax for the year 39.4 27.0
Earnings per share:
Basic earnings per share (cents) 29 3.7 3.2
Diluted earnings per share (cents) 29 3.3 2.8
Revenue
Revenue increased by 7.8% to US$854.1million in the year ended 31 December 2025
fromUS$792.0million in the year ended 31 December 2024. The increase in revenue
wasdriven by organic tenancy growth across the Group and contractual CPI escalators.
Cost of sales
Cost of sales increased by 1.3% to US$414.2 million in the year ended 31 December 2025 from
US$408.9 million in the year ended 31 December 2024, due primarily to depreciation through
the impact of hyperinflation and capital additions.
The Group has both annual CPI and quarterly or annual power price escalators embedded into
its customers’ contracts, which provides effective protection from inflation and power price
movements on the Group's power and non-power costs.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2025 2025 2024 2024
Power 185.5 21.7% 186.4 23.5%
Non-power 94.1 11.0% 91.1 11.5%
Site and warehouse depreciation 134.6 15.8% 131.4 16.6%
Total cost of sales 414.2 48.5% 408.9 51.6%
The table below shows an analysis of the cost of sales on a region-by-region basis for the year
ended 31 December 2025 and 2024.
Group
Middle East &
North Africa East & West Africa
Central &
SouthernAfrica
(US$m) 2025 2024 2025 2024 2025 2024 2025 2024
Power 185.5 186.4 8.1 7.2 58.3 62.1 119.1 117.1
Non-power 94.1 91.1 5.2 5.6 35.1 38.1 53.8 47.4
Site and warehouse
depreciation 134.6 131.4 18.6 16.5 45.8 56.8 70.2 58.1
Total cost of sales 414.2 408.9 31.9 29.3 139.2 157.0 243.1 222.6
Administrative expenses
Administrative expenses increased by 14.4% to US$155.1 million in the year ended
31 December 2025 from US$135.6 million in the year ended 31 December 2024. The increase
in administrative expenses is primarily due to higher selling, general, and administrative costs
(SG&A) due to business growth. Year-on-year administrative expenses as a percentage of
revenue increased by 1.0ppt.
Year ended 31 December
% of Revenue % of Revenue
(US$m) 2025 2025 2024 2024
Selling, general, and administrative costs 103.4 12.1% 93.5 11.8%
Non-tower depreciation and amortisation 37.7 4.4% 34.8 4.4%
Adjusting items
1
14.0 1.6% 7.3 0.9 %
Total administrative expense 155.1 18.1% 135.6 17.1%
1 Adjusting items include share-based payments and long-term incentive plan charges, severance and
exceptional costs, and deal costs.
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Adjusted EBITDA
Adjusted EBITDA was US$471.1 million in the year ended 31 December 2025 compared to
US$421.0 million in the year ended 31 December 2024. The increase in Adjusted EBITDA
between periods is mainly attributable to changes in revenue, power and non-power costs,
and SG&A as shown above, and led to an increase in profit before tax of US$136.0 million in
the year ended 31 December 2025 compared to US$44.2 million in the prior year. Please refer
to the Alternative Performance Measures section for more details and Note 4 to the Group
Financial Statements for a reconciliation of Adjusted EBITDA to profit before tax.
Other gains and losses
Other gains and losses recognised in the year ended 31 December 2025 resulted in a
net gain of US$11.9 million, compared to a net gain of US$17.1 million in the year ended
31 December 2024. The movement year on year primarily relates to a lower hyperinflationary
gain of US$12.4 million (2024: US$16.9 million), due to Ghana no longer being classified as a
hyperinflationary economy from 1 July 2025, and a loss of US$5.9 million relating to the write
off of unamortised costs relating to the repurchase of convertible bonds. See Note 24 to the
Group Financial Statements.
Finance costs
Finance costs of US$163.7 million for the year ended 31 December 2025 included interest costs
of US$153.9 million which reflects interest on the Group’s debt instruments, fees on available
Group and local term loans and revolving credit facilities, withholding taxes and amortisation.
The decrease in interest costs from US$165.6 million in 2024 to US$153.9 million in 2025 is
primarily due to refinancing in 2024. The decrease in foreign exchange differences from a
cost of US$21.7 million in 2024 to a credit of US$18.3 million in 2025 is primarily driven by the
strengthening of the Ghana Cedi and Central and West African Franc.
Year ended 31 December
(US$m) 2025 2024
Foreign exchange differences (18.3) 21.7
Interest costs 153.9 165.6
Interest costs on lease liabilities 28.1 26.3
Loss/(gain) on refinancing – 5.0
Total finance costs 163.7 218.6
Tax expense
Tax expense was US$96.6 million in the year ended 31 December 2025 compared to
US$17.2 million in the year ended 31 December 2024. The increase in overall tax charge is
predominantly driven by the recognition of certain one-off tax deductions benefitting 2024
and increased profits in the tax paying entities during 2025.
The current tax increased by US$15.4 million year on year, whereas the deferred tax movement
increased by US$64.0 million as deferred tax assets recognised in 2024, which was primarily
made up of tax losses, were utilised in 2025, hence the cash tax being lower than the income
statement charge.
Contracted revenue
The following table provides our total undiscounted contracted revenue by region as of
31 December 2025 for each year from 2026 to 2030, with local currency amounts converted at
the applicable average rate for US Dollars for the year ended 31 December 2025 held constant.
Our contracted revenue calculation foreach year presented assumes:
– no escalation in fee rates;
– no increases in sites or tenancies other than our committed tenancies;
– our customers do not utilise any cancellation allowances set forth in their MLAs;
– our customers do not terminate MLAs prior their current term; and
– no automatic renewal.
Year ended 31 December
(US$m) 2026 2027 2028 2029 2030
Middle East & North Africa 61.6 61.7 61.7 61.7 61.7
East & West Africa 297.8 281.3 281.3 278.1 266.7
Central & Southern Africa 372.0 347.8 340.9 293.1 264.2
Total 731.4 690.8 683.9 632.9 592.6
The following table provides our total undiscounted contracted revenue by key customers as
of 31 December 2025 over the life of the contracts with local currency amounts converted at
the applicable average rate for US Dollars for the year ended 31 December 2025 held constant.
As at 31 December 2025, total contracted revenue was US$5.3 billion (2024: US$5.1 billion),
ofwhich 98.4% (2024: 99.4%) is from multinational MNOs, with an average remaining life
of6.6years (2024: 6.9 years).
(US$m)
Total
committed
revenues
% of total
committed
revenues
Multinational MNOs 5,261.8 98.4%
Other 83.8 1.6%
Total 5,345.6 100.0%
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Detailed financial review continued
Management cash flow
Year ended 31 December
(US$m) 2025 2024
Adjusted EBITDA 471.1 421.0
Less:
Maintenance and corporate capital additions (41.2) (41.7)
Payments of lease liabilities
1
(46.2) (47.7)
Corporate taxes paid (45.5) (33.2)
Portfolio free cash flow
2
338.2 298.4
Net payment of interest
3
(134.8) (136.4)
Net change in working capital
4
4.1 (14.1)
Recurring free cash flow
5
207.5 147.9
Discretionary capital additions
6
(138.3) (126.7)
Cash paid for exceptional and one-off items, and proceeds from
disposal of assets
7
(2.8) (2.5)
Free cash flow 66.4 18.7
Transactions with non-controlling interests – –
Net cash flow from financing activities
8
(14.3) 35.8
Net cash flow 52.1 54.5
Opening cash balance 161.0 106.6
Foreign exchange movement 4.2 (0.1)
Closing cash balance 217.3 161.0
1 Payments of lease liabilities comprises interest and principal repayments of lease liabilities
2 Refer to reconciliation of cash generated from operations to portfolio free cash flow in the Alternative Performance
Measures section.
3 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Finance income’
inthe Consolidated Statement of Cash Flows, excluding interest payments on lease liabilities.
4 Working capital means the current assets less the current liabilities for the Group. Net change in working capital
corresponds to movements in working capital, excluding cash paid for exceptional and one-off items and including
movements in working capital related to capital expenditure.
5 Recurring free cash flow has been represented based on the updated structure of the management cash flow.
Itisdefined as portfolio free cash flow less net payment of interest and net change in working capital.
6 Discretionary capital additions includes acquisition, growth and upgrade capital additions.
7 Cash paid for exceptional and one-off items and proceeds on disposal of assets includes project costs, deal costs,
deposits in relation to acquisitions, proceeds on disposal of assets and non-recurring taxes.
8 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs,
share buybacks, loan drawdowns, loan issue costs, repayment of loan and capital contributions in the Consolidated
Statement of Cash Flows.
Net change in working capital improved by US$18.2million 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 148.
Cash flows from operations, investing and financing activities
Cash generated from operations increased by 21.0% to US$480.5 million (2024:
US$397.2 million) driven by higher Adjusted EBITDA and improved working capital. Net cash
used in investing activities was US$182.5 million for the year ended 31 December 2025, up
from US$149.7 million in the prior year. The increase was a combination of additional capital
expenditure year on year and timing of supplier payments. Net cash used in financing activities
during the year was US$31.2 million (2024: net cash generated of US$4.5 million), primarily
related to US$23.8 million of repurchased shares in the period.
Cash and cash equivalents
Cash and cash equivalents increased by US$56.3 million year-on-year to US$217.3 million at
31 December 2025 (2024: US$161.0 million) as described above.
Capital expenditure
The following table shows our capital expenditure additions by category during the year
ended 31 December:
2025 2024
US$m
% of total
capex US$m
% of total
capex
Acquisition ––5.2 3.1%
Growth 109.6 61.1% 92.5 54.9%
Upgrade 28.7 16.0% 29.0 17.2%
Maintenance 37.6 20.9% 35.8 21.2%
Corporate 3.6 2.0% 6.0 3.6%
Total 179.5 100.0% 168.5 100.0%
Trade and other receivables
Trade and other receivables increased from US$305.3 million at 31 December 2024 to
US$321.7 million at 31 December 2025, primarily driven by higher net contract assets and
sundry receivables offset by lower trade receivables, which resulted from lower advance
billingand strong cash collection. Debtor days were stable at 49 days (see Note 15 of the
Group Financial Statements).
Trade and other payables
Trade and other payables increased from US$309.0 million at 31 December 2024 to
US$384.4 million at 31 December 2025. The increase is primarily driven by an increase
inaccruals, trade payables, and tax. Creditor days increased by 4 days year on year,
from28days in 2024 to 32 days in 2025.
Loans and borrowings
As of 31 December 2025 and 31 December 2024, the Group’s net debt was US$1,723.3 million
and US$1,735.5 million respectively, and net leverage was 3.4x and 4.0x respectively.
The year-on-year change in the Group’s net debt is driven by the higher year end cash
position, the repurchase of US$120.0 million of the Group’s convertible bond in the year with
Group term loans (which reduced the equity component in net debt by US$21.1 million) and
movements in lease liabilities. The reduction in net leverage was driven by the lower net debt
and the improvement in annualised Adjusted EBITDA during the year.
Further details of loans and borrowings are provided in Note 20 of the Group
Financial Statements.
64
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Governance Report Financial Statements
Strategic Report
Governance
Report
66 Chair’s introduction to the
Governance Report
67 Compliance with 2024 UK Corporate
Governance Code
68 Governance framework
69 Board of Directors
72 Group Executive Committee
73 Board diversity
75 Board roles and responsibilities
77 Board leadership and Company purpose
78 Board activities
81 Section 172(1) Statement and
stakeholder engagement
88 Division of responsibilities
89 Composition, succession and evaluation:
Nomination Committee Report
92 Sustainability Committee Report
93 Technology Committee Report
94 Audit Committee Report
101 Directors’ Remuneration Report
107 Directors' Remuneration Policy
131 Other statutory information
134 Statement of Directors’ responsibilities
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65
Strategic Report Governance Report
Chair’s introduction to the Governance Report
Through strong collaboration
between the Board, its
Committees, the Executive
Committee and the Executive
Leadership Team, the Company
continues to deliver on its
Sustainable Business Strategy
and drive long-term value for
allstakeholders."
Our governance framework underpins
the delivery of IMPACT 2030
Sir Samuel Jonah
KBE, OSG
Chair
Dear Shareholder,
I am pleased to present Helios Towers’
Governance Report for the year ended
31December 2025.
Our governance framework underpins
how we operate as a business, ensuring
clear accountability, transparency and
eff ective decision-making. Through strong
collaboration between the Board, its
Committees, the Executive Committee
(ExCo) and the Executive Leadership
Team (ELT), we continue to deliver on
our Sustainable Business Strategy and
drive long-term value for all stakeholders.
The Board provides constructive support
and challenge to the ExCo, working
closely together to promote the long-
term sustainable success of the Company,
setting the tone from the top and ensuring
our culture, purpose and values are
embedded across the Group. This alignment
supports a consistent approach to integrity,
responsible leadership and high standards
ofbusiness conduct.
IMPACT 2030 strategy
The Board held two strategy days during
2025 where in-depth discussions took place
on various topics such as digitalisation,
capital allocation, regional and functional
strategies, and partners, suppliers, people
and operations.
Following these sessions and the successful
completion of two strategic cycles since
the Company's listing on the London Stock
Exchange, I am pleased to report that the
Group’s new IMPACT 2030 strategy was
announced at the Company’s Capital Markets
Day on 6 November 2025, targeting the
combination of continued accretive growth
and the introduction of shareholder returns.
Our new strategy focuses on capital-effi cient
organic growth through further sector-
leading tenancy expansion and customer
experience excellence.
Our vision and purpose
Our IMPACT 2030 strategy strengthens
our vision to be the leading independent
mobile tower company across Africa and the
Middle East through our renewed purpose
of ‘connecting people, powering growth’.
Our mission remains the delivery of customer
experience excellence through our digital
business excellence platforms and the
creation of sustainable value for our people,
environment, customers, communities and
investors. Further detail on our purpose can
be found on pages 1-56.
Our culture
The Board actively supports and monitors
how the Company's culture is embedded
across the Group, working closely with the
ExCo to promote a culture that refl ects the
Company's values, purpose and 'One Team,
One Business' ethos. Regular feedback is
provided to the Board by the ExCo, which
enables the Board to assess whether the
desired culture is being maintained across
the OpCos. Further detail on our culture can
be found on page 77.
Board composition
As announced on 9 March 2026, Temitope
Lawani has confi rmed his intention to step
down as a Director of the Company at the
conclusion of the Annual General Meeting
(AGM) on 14 May 2026 and as such, he will
Number of Board members
10
2024: 10
Women on the Board
40%
2024: 40%
Directors from ethnically
diversebackgrounds
40%
2024: 40%
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Chair’s introduction to the Governance Report continued
our commitment to integrity, transparency
and accountability.
Dana Tobak was appointed as a member
of the Audit Committee on 15 May 2025,
following her appointment to the Board
in September 2024. There were no
other changes to the composition of the
Committees during the year.
Board development
The Board received training and development
on the Economic Crime and Corporate
Transparency Act 2023, geopolitical
developments and corporate governance
updates, and was also kept up to date with
developments in cyber security and AI.
Board visits
As part of the Board’s ongoing commitment
to engaging with the Company’s key
stakeholders, including colleagues across
the Group, Board members are encouraged
to visit our markets as often as possible.
To support engagement activities in 2026, a
Board meeting is expected to be held in DRC.
Board members visited Ghana, Senegal and
Oman during 2025. Further details can be
found on page 84.
Annual Board review
The Board engaged Independent Audit
Limited to conduct an external review of
the Board and its Committees during 2025,
in accordance with the requirements of the
2024 UK Corporate Governance Code. I am
pleased to confi rm that the Board and its
Committees continue to work well in their
performance and carrying out their duties.
Details regarding the external review process,
outcomes and actions can be found on pages
90-91.
I look forward to continuing to work with
the Board in supporting management
and colleagues in 2026, and to meeting
shareholders at our Annual General Meeting
(AGM) on 14 May 2026.
Sir Samuel Jonah KBE, OSG
Chair
not seek re-election. On behalf of the Board,
I would like to place on record our sincere
gratitude to Temitope for his exceptional
contribution and longstanding commitment
to the Company since its inception and
through its successful listing on the London
Stock Exchange. His insight, leadership
and stewardship have been instrumental in
supporting the Company’s continued success
and development.
As a Board we are proud that the Company
fully complies with the Financial Conduct
Authority (FCA) Listing Rules requirements
and FTSE Women Leaders Review
recommendations relating to gender and
ethnicity on the Board and, complies with
theParker Review Board ethnicity target.
In addition, in 2024, we set out our senior
management target to have a minimum
of 30% of our senior leadership across the
Group from ethnically diverse backgrounds.
We discuss these recommendations and
targets on pages 89-90.
Board Committees
As explained on page 76, the Board is
supported by six Committees: Audit,
Nomination, Remuneration, Sustainability,
Technology and Disclosure, whose purpose
is explained in the governance framework
on page 68. The Board remains dedicated
to continually strengthening the Company’s
governance, ensuring the framework refl ects
Board leadership and
companypurpose Pages
A. Role of the Board 75
B. Purpose, values, strategy
andculture
77
C. Board decisions and outcomes 78–80
D. Stakeholder relationships
and engagement
84–87
E. Workforce policies and practices
25–27
and 128
Division of responsibilities
F. Role of the Chair 75
G. Role and responsibilities 75–76
H. Time commitment and confl icts
ofinterest
88
I. Company Secretary 76
Composition, succession andevaluation
J. Board appointments, succession
planning and diversity
89–91
K. Board skills, experience,
knowledge and tenure
73–74
L. Annual Board review 90–91
Audit, risk and internal control
M. Internal and external audit 99–100
N. Fair, balanced and
understandableassessment
98
O. Risk management, internal control
framework and principal risks
42–48
Remuneration
P. Linking remuneration to purpose,
values and strategy
115
Q. Remuneration Policy 107–113
R. Remuneration outcomes
for thefi nancial year ended
31December 2025
114–130
Compliance with the 2024 UK
Corporate Governance Code
The Board supports, and is committed
to, the Company’s compliance with the
2024 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 2025, the Board
confi rms that the Company has applied
the principles, and complied with the
provisions, set out in the Code and
is working towards compliance with
Provision 29 of the 2024 UK Corporate
Governance Code, with details included
in the Audit Committee Report on page
97. The Corporate Governance Report
together with the Directors’ Report (Other
Statutory Information), Audit Committee,
Nomination Committee and Remuneration
Committee Reports, describe how
the Company has addressed these
requirements. The current composition
of the Board refl ects 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 onpage 88.
The following table shows where
shareholders can fi nd information in this
report about the Company’s application
of, and compliance with, the principles
andprovisions of the Code.
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Governance framework
A strong governance framework underpins
the Group’s ability to achieve its purpose
and deliver its strategy. Clear structures and
a well-defi ned division of responsibilities
enable the Board to operate eff ectively,
discharge its duties and provide valuable
oversight of the business.
The Company operates within a strong
governance framework designed to support
eff ective decision-making, accountability and
oversight by the Board and its Committees.
This framework upholds the highest
standards of corporate governance and is
integral to the successful delivery of the
Company’s Sustainable Business Strategy.
Whilst the Board reserves certain
responsibilities, day-to-day management of
the Group has been delegated to the Group
Chief Executive Offi cer, who is supported
by the Executive Committee, comprising
of individuals who are accountable to him
for their respective business and functional
areas. The Board has a Schedule of Matters
Reserved for the Board, which was reviewed
and approved by the Board in December
2025, and has delegated responsibility for
certain matters to each of the Committees
ofthe Board.
The six Board Committees each operate
under defi ned terms of reference, setting
out roles and responsibilities. These were
reviewed, updated as necessary, and
approved by each Committee and the Board
in December 2025.
The Audit Committee terms of reference
were approved in March 2026.
The Schedule of Matters Reserved for the
Board and Committee terms of reference
can be found at heliostowers.com/investors/
corporate-governance/documents/
Governance framework
Board
Chair
Senior Independent
Director
Non-Executive
Directors
Group Chief
Executive Offi cer
Group Chief
Financial Offi cer
Board Committees
Audit
Committee
Nomination
Committee
Remuneration
Committee
Disclosure Committee
Sustainability
Committee
Technology
Committee
Executive Leadership Team
Executive
Committee
Country Managing
Directors
Company Secretary
Non-Executive Directors Executive Directors
Functional
Specialists
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Board of Directors as at 31 December 2025
Committee membership key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
S
Sustainability Committee
T
Technology Committee Committee Chair
Our Board
The Board has the requisite depth and range of expertise
and experience to effectively support the business.
1 2 3
4
5
6
7
8
9
10
Experience and competencies
Sir Samuel Jonah, KBE, OSG, has extensive
international board and executive experience,
having served on the boards of Vodafone
Group plc, Lonrho plc, the Global Advisory
Council of the Bank of America Corporation
and Standard Bank Group. He is currently
Chair of Avanti Gold Corporation and was
formerly Executive President of AngloGold
Ashanti Limited, following a distinguished
career with Ashanti Goldfields.
He was born and educated in Ghana and
holds a master’s degree in management
from Imperial College London. A member
of the American Academy of Engineering,
he brings significant African and emerging
market expertise, together with deep
telecommunications sector experience
gained from his board positions and
executive career, which position him well
to lead the Board in shaping the Group’s
strategy, culture and values.
Sir Samuel’s international outlook,
governance expertise and track record
of leading high-performing and socially
responsible organisations provide valuable
insight into international markets, governance
best practice and sustainable resource
management. These attributes support the
Company’s geographic growth strategy and
underpin its long-term sustainable success.
External appointments
Avanti Gold Corporation, listed on the
Toronto and Frankfurt Stock Exchanges
Nationality
Ghanaian
Experience and competencies
Tom Greenwood joined Helios Towers in 2010
during the Company’s formation and was
appointed Group CEO in April 2022. He has
previously served as Group Chief Operating
Officer and Group Chief Financial Officer,
providing him with significant towers and
telecommunications sector experience and
a deep understanding of the Company’s
operations and markets. Tom has overseen
many of the Company’s key milestones,
including all 15 major M&A transactions, the
inaugural 2017 bond and 2019 IPO listing,
as well as delivering record operational
performance for customers. Since 2020,
under his leadership, the Company has
doubled its tower portfolio.
A qualified Chartered Accountant of
the Institute of Chartered Accountants
of England and Wales and former PwC
professional, Tom’s combination of sector
knowledge, operational expertise and
financial discipline supports the Company’s
growth strategy, capital allocation priorities
and long-term sustainable success.
External appointments
None
Nationality
British
1
Sir Samuel Jonah KBE, OSG
Chair
Appointed: 12 September 2019
Committee membership:
N
R
2
Tom Greenwood
Group Chief Executive Officer
Appointed: 12 September 2019
Committee membership:
S T
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Board of Directors as at 31 December 2025 continued
Experience and competencies
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, she was
apartner at PwC LLP, having previously
beena partner at EY LLP.
She is a member of Chapter Zero, the
Directors’ Climate Forum for UK NEDs and
is currently SID of Endeavour Mining Plc and
Rockhopper Exploration Plc, latter being a
role she will retire from at the forthcoming
annual general meeting in 2026. She also
serves as a NED of Capstone Copper Corp,
and since August 2025, of Central Asia
Metals plc, which has been admitted to
trading on AIM, amarket of the London
Stock Exchange.
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. Her financial expertise
and strategic focus strengthen the Board’s
oversight of governance, risk management
and financial discipline, complementing the
balance of skills on the Board and supporting
the Company’s long-term sustainable success.
External appointments
Endeavour Mining Corp, listed on the Toronto
and London Stock Exchanges; Capstone
Copper Corp, listed on the Toronto Stock
Exchange; Central Asia Metals plc and
Rockhopper Exploration Plc, both quoted on
AIM, a market of the London Stock Exchange
Nationality
British
Experience and competencies
Richard Byrne was appointed to the Board
in September 2019, having previously
been a Director of Helios Towers, Ltd.
since December 2010. He brings significant
tower company sector experience and
deep expertise in M&A, having co-founded
TowerCo in 2004 and serving as its
Presidentand Chief Executive Officer until
hisretirement in December 2018.
Prior to 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 was also a
member of the board of directors of the
Wireless Infrastructure Association in the
US. His extensive industry knowledge and
leadership experience in the global towers
market provide valuable insight to the Board
and strengthen the Company’s ability to
deliver its growth strategy.
External appointments
None
Nationality
American
Experience and competencies
Temitope Lawani was previously a Director
of Helios Towers, Ltd, serving since February
2010 and bringing significant African
experience alongside extensive expertise in
M&A and investment. A Nigerian national,
he is co-founder and Managing Partner of
Helios Investment Partners (Helios), co-Chief
Executive and Director of Helios Fairfax
Partners Corporation and has more than
25years of principal investment experience.
He is also NED of NBA Africa and
Professional Fighters League Africa (PFL
Africa). Prior to forming Helios, Temitope
was a principal in the San Francisco and
London offices of TPG Capital, a global
private equity firm, and began his career as
a corporate development analyst at the Walt
Disney Company.
He holds 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. His investment
background and regional insight contribute
to the Board’s focus on disciplined growth
and long-term value creation.
External appointments
NBA Africa, Professional Fighters League
Africa (PFL Africa); Helios Fairfax Partners,
listed on the Toronto Stock Exchange
Nationality
Nigerian
Experience and competencies
Manjit Dhillon joined Helios Towers in 2016
and was appointed Group CFO in January
2021, having previously served as interim
Group CFO and Head of Investor Relations
and Corporate Finance. In January 2025,
he took on the role of Executive Chair of
Helios Towers Oman, and is also Head of
the London Office and leads the Investor
Relations and Sustainability functions.
Manjit brings significant financial experience
together with deep expertise in M&A, capital
raising and financial operations. He has
overseen transactions including capital
raisings of c.US$5.0 billion, substantially
reducing the cost of capital, and the
acquisition of multiple tower portfolios across
six new high-growth markets. He also played a
key role in the successful IPO of Helios Towers
on the London Stock Exchange in 2019.
Prior to joining Helios Towers, Manjit worked
in the financial services sector with Deloitte,
Goldman Sachs and Lyceum Capital.
A qualified Chartered Accountant of the
Institute of Chartered Accountants of
England and Wales, his financial expertise
and strategic decision-making skills play a
fundamental role in driving Helios Towers
towards its strategic goals.
External appointments
None
Nationality
British
Committee membership key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
S
Sustainability Committee
T
Technology Committee Committee Chair
4
Alison Baker
Senior Independent Non-Executive Director
Appointed: 12 September 2019
Committee membership:
A R
5
Richard Byrne
Independent Non-Executive Director
Appointed: 12 September 2019
Committee membership:
A R T
6
Temitope Lawani
Non-Executive Director
Appointed: 12 September 2019
Committee membership:
N
3
Manjit Dhillon
Group Chief Financial Officer
Appointed: 1 January 2021
Committee membership:
S T
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Board of Directors as at 31 December 2025 continued
Experience and competencies
Carole Wamuyu Wainaina is currently
Senior Advisor to the CEO at the Africa50
Infrastructure Fund, having joined the
organisation 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 spent 13 years with
The Coca-Cola Company, holding several
senior roles across Europe, Eurasia and Africa,
including serving as the Chief of Staff to the
Global Chairman and CEO.
She is NED 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,
Australia, majoring in marketing, HR and
organisational development. Her extensive
emerging markets experience and proven
leadership in strategic development and
organisational transformation enhance the
Board’s expertise in governance, growth and
business execution.
External appointments
Equatorial Coca-Cola Bottling Company;
ofi; Mastercard Foundation
Nationality
Kenyan
Experience and competencies
David Wassong was reappointed to the
Board having previously served as 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 brings
significant international experience together
with deep expertise in M&A and investment.
David is a Founder and Co-Managing Partner
of Coventry Bay Group, which manages
investments on behalf of Newlight Partners
LP. David has spent his career as a business
builder, advising and partnering with
entrepreneurs. Prior to founding Coventry
Bay, David was a Founder and Co-Managing
Partner at Newlight Partners LP, and Co-
Head of the Strategic Investments Group at
Soros Fund Management LLC, where he also
served on the firm's Investment Committee.
He was previously a Partner at Soros Private
Equity Partners and a Vice President at
Lauder Gaspar Ventures.
He holds an MBA from the Wharton School
at the University of Pennsylvania and a
bachelor’s degree in economics from the
University of Pennsylvania. His investment
expertise and global perspective add to the
Board’s breadth of experience and support
informed decision-making on growth and
capital deployment.
External appointments
None
Nationality
American
Experience and competencies
Dana Tobak, CBE, was appointed to the Board
in September 2024 as an Independent NED
and Chair of the Technology Committee.
She is the Co-founder and CEO of Hyperoptic,
a role she has held since April 2010.
A pioneer in the fixed broadband industry,
Dana has over two decades’ experience of
driving technological innovation and digital
transformation. She was awarded a CBE in
2018 for her services to the digital economy.
Previously, Dana was the co-founder and
CEO of Be Unlimited 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's
Fletcher School of Law and Diplomacy.
Her significant telecommunications and
technology experience enhance the Board’s
insight into digital infrastructure, innovation
and customer led growth.
External appointments
Hyperoptic Ltd
Nationality
American/British
Experience and competencies
Sally Ashford joined the Board in June 2020
as the NED for Workforce Engagement.
She is currently Group Human Resources
(HR) Director at Informa plc, a role she has
held since June 2021. Sally has over 30
years’ experience in the field of HR, with
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 in the
telecommunications industry with BT, O2
and Telefónica, including as European HR
Director and Deputy Global HR Director.
In 2015, she joined Royal Mail, becoming
Chief Human Resources Officer in June 2018,
a position 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. Her extensive HR experience,
including in workforce engagement and
executive remuneration, strengthens the
Board’s oversight of people strategy and
culture, and she contributes significantly
to Board discussions on people and
reward matters, supporting the Company’s
continued focus on organisational
effectiveness and performance.
External appointments
Informa plc, listed on the London
Stock Exchange
Nationality
British
Committee membership key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
S
Sustainability Committee
T
Technology Committee Committee Chair
8
Carole Wamuyu Wainaina
Independent Non-Executive Director
Appointed: 13 August 2020
Committee membership:
A N S
9
David Wassong
Non-Executive Director
Appointed: 9 May 2024
Committee membership: None
10
Dana Tobak, CBE
Independent Non-Executive Director
Appointed: 16 September 2024
Committee membership:
AT
7
Sally Ashford
Independent Non-Executive Director
for Workforce Engagement
Appointed: 15 June 2020
Committee membership:
N R S
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Group Executive Committee as at 11 March 2026
Our Group Executive Committee
Tom Greenwood
Group Chief Executive Offi cer
Responsible for the development
and implementation of the Group’s
strategy, and for ensuring its
eff ective execution, operational
performance and profi tability in
accordance with the objectives
setby the Board.
Manjit Dhillon
Group Chief Financial Offi cer and
Helios Towers Oman Executive Chair
Responsible for overseeing
the fi nancial management and
reporting of the Group, while
supporting the Group CEO in
thedevelopment and execution
ofthe Group’s strategy.
Sainesh Vallabh
Group Chief Commercial Offi cer
Responsible for driving the
Group’scommercial strategy,
encompassing sales, business
development, M&A and product
innovation (Digital Network
Solutions) across all markets.
Fritz Dzeklo
Regional CEO – West
andSouthernAfrica
Responsible for managing the
Group’s operations across Senegal,
South Africa, Ghana and Congo
Brazzaville, ensuring operational
excellence and strategic delivery
inthe region.
Gwakisa Stadi
Regional CEO – East Africa
Responsible for managing
the Group’s operations across
Tanzania,Malawi and Madagascar,
ensuring eff ective execution
of strategy and operational
performance in the region.
Allan Fairbairn
Chief Technology and Digital
Offi cer and Executive Director, DRC
Responsible for managing the
Group's operations in DRC and
for overseeing delivery, IT and
business excellence across the
Group, including safety, health,
environment and quality (SHEQ),
property and digital transformation
initiatives that drive operational
effi ciency and customer excellence.
Lara Coady
Group Director of Operations
andEngineering
Responsible for overseeing the
Group’s Performance Engineering,
Operations and Technology
functions, ensuring operational
effi ciency and technical excellence
across all markets.
Fatima Coninx
Group Director of People
Responsible for leading the Group’s
people strategy, including talent
management, organisational
development and workforce
planning, while fostering an
inclusive and high-performance
culture across the business.
Paul Barrett
General Counsel and
CompanySecretary
Responsible for overseeing
the Group’s legal, regulatory,
compliance and company
secretarial functions and for
supporting and advising the
Board and ELT in maintaining
high standards of governance
and compliance.
Biographies of the ELT, including the Executive Committee (ExCo) and Country Managing Directors can be found at heliostowers.com/who-we-are/leadership/
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Board diversity as at 31 December 2025
Board skills and experience
Number of Directors
Corporate governance
4
Emerging markets
(including Africa)
9
Executive remuneration
5
Financial
9
Climate/environmental
5
Human resources
2
International
Listed company
8
M&A
9
Organisational/business
transformations
8
Strategy and leadership
Telecommunications sector
8
Technology/cyber security
6
56
Directors’ Nationalities
British American American/British
Kenyan Ghanaian Nigerian
20–40 40–50 50–60
60–70 70–80
Average age of Directors
Gender of the Board Gender of Senior Management and Direct reports1
Female Male
Ethnically diverse background Other 0–2 years 3–5 years 6–9 years
Female Male
40%
40% 2
4
27%60%
60% 3
26
73%
Directors’ Ethnicity Directors’ Tenure
1 The definition of senior management and direct reports in this
instance relates to the Code.
5
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Board diversity continued
Board and Committee attendance
The table below outlines Directors’ attendance at scheduled Board and Committee meetings
during 2025. Instances of non-attendance were due to a pre-existing commitment 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,
sub-Committee meetings were convened to address time-sensitive matters, including the
convertible bond tender.
Director
Board
(6)
Audit
Committee
(6)
Nomination
Committee
(3)
Remuneration
Committee
(7)
Sustainability
Committee
(2)
Technology
Committee
(3)
Sir Samuel Jonah 6— 3 7——
Tom Greenwood 6——— 2 3
Manjit Dhillon 6——— 2 3
Alison Baker 66—7——
Richard Byrne 66—7—3
Temitope Lawani 5— 2———
Sally Ashford 6—371—
Carole Wamuyu Wainaina 653—2—
David Wassong 6—————
Dana Tobak
1
6 2——— 3
1 Dana Tobak was appointed as a member of the Audit Committee with eff ect from 15 May 2025.
The Company is disclosing the numerical data below in accordance with UKLR 6.6.6R(10)
as at 31 December 2025. The Company has collated this data through established internal
People 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 6603880%
Women 440 1 220%
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 660%2550%
Asian/Asian British 110% 1 110%
Black/African/Caribbean/
Black British 330%1220%
Mixed or multiple or other
ethnic group ——— 220%
1 The Group CEO and Group CFO are included in both the Board and Executive Management fi gures.
2 Executive Management includes the ExCo members as at 31 December 2025. ExCo members as at
11 March 2026 are noted on page 72.
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Board roles and responsibilities
Board
The Board is responsible for promoting
the long-term sustainable success of the
Company, creating value for shareholders
whilst delivering positive outcomes for all
stakeholders. It provides strategic leadership,
setting the Group’s priorities and ensuring
that management remains focused on
delivering these in line with the Company’s
purpose, values and culture. The Board,
in conjunction with the Audit Committee,
also defi nes the Group’s risk appetite and
ensures that robust systems of governance,
risk management and internal controls are in
place to identify and mitigate principal risks
and uncertainties.
The Board is made up of a suitable
combination of Executive and Non-Executive
Directors, bringing diverse experience and
insight to the leadership of the business.
As noted opposite, the roles of Chair and
Group Chief Executive Offi cer are exercised
by separate individuals, and the role of Senior
Independent Director (SID) is held by Alison
Baker, an Independent NED. The division of
responsibilities between the Chair, Group
Chief Executive Offi cer and SID are clearly
defi ned and set out in writing and were
reviewed and approved by the Board in
December 2025.
Division of responsibilities statement:
heliostowers.com/investors/corporate-
governance/documents/
Board biographies pages 69–71
Roles and responsibilities
Chair
The Chair provides leadership to the
Board and is responsible for its overall
eff ectiveness in guiding the Group’s
long-term success. He ensures the
Board operates with a clear focus on
strategy, performance, risk, culture
and stakeholder value, supporting the
delivery of sustainable growth across
all nine markets.
He promotes a culture of openness,
collaboration and constructive debate,
ensuring that all Board discussions
are informed, inclusive and forward-
looking. The Chair plays a pivotal role
in fostering strong and transparent
relationships between the NEDs and the
Executive Committee, enabling eff ective
oversight and a shared understanding
of the Group’s strategic priorities and
operational challenges.
He ensures the Board carefully
considers and defi nes the nature and
extent of significant risks the Company
is willing to accept in pursuit of its
objectives, maintaining an appropriate
balance between risk and opportunity.
In addition, the Chair oversees the
Group’s approach to communication
and engagement, ensuring the Board
remains connected with, and considers
the views of, shareholders, employees
and other key stakeholders.
Senior Independent Director
The SID acts as a sounding board for the Chair and serves as an intermediary
for the other Directors, shareholders and stakeholders where appropriate.
The SID leads the process for evaluating the performance of the Chair and
meets with the NEDs without the Chair present to encourage open dialogue
and ensure eff ective Board relationships and governance.
Non-Executive Directors
The NEDs provide independent views, judgement and constructive challenge, and off er
strategic guidance 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, the robustness of internal
controls and risk management systems. The NED for Workforce Engagement engages
with employees across the Group, holding ‘Voice of the Employee’ sessions and
providing feedback
to the Board.
Executive Directors
Group Chief Executive Offi cer (Group CEO)
The Group CEO is responsible for the day-to-day management of the Group and for
developing and recommending the Group’s strategy, annual budgets, business plans
and commercial objectives to the Board. He leads and monitors the ExCo
in delivering these objectives, ensuring operational effi ciency and strategic
execution across all markets. 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 Offi cer (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 investors and analysts globally, ensuring transparent
communication of the Group’s fi nancial performance and strategic direction.
He oversees the eff ective management of the Company’s capital resources
to support returns expansion, fi nancial fl exibility and investor distributions.
The Investor Relations and Sustainability functions each report into the
Group CFO and he is also Executive Chair of Helios Towers Oman.
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Board roles and responsibilities continued
Audit Committee
Responsible for monitoring the integrity
of fi nancial, non-fi nancial and climate-
related reporting, and reviewing the
eff ectiveness of the Group’s internal
controls, risk management systems and
the performance of both internal and
external auditors.
Read more in the Audit Committee Report:
page 94–100
Nomination Committee
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 an appropriate balance of
skills, knowledge, experience, diversity
and independence is maintained,
both on the Board and within senior
management. It also oversees
succession planning for key leadership
roles and advises the Board on matters
relating to diversity and inclusion,
potential confl icts of interest and
director independence.
Read more in the Nomination Committee
Report: page 89–91
Technology Committee
Responsible for monitoring and
evaluating current and future trends in
technology, assessing their potential
impact on the Company and overseeing
the identifi cation and management of
key technology risks. The Committee
also provides guidance on technology
strategy and innovation, to support
operational effi ciency and long-term
business performance.
Read more in the Technology Committee
Report: page 93
Disclosure Committee
Responsible for the identifi cation
and disclosure of inside information
and ensuring that all market
communications are accurate,
timely and compliant with
regulatory requirements.
Executive Committee
Responsible for the day-to-day
operations and management of the
Group and the implementation of
theGroup’s strategy and objectives.
Remuneration Committee
Responsible for establishing the
Company’s remuneration policy
and making recommendations to
the Board on the remuneration of
the Chair, Executive Directors and
senior management. The Committee
ensures that remuneration practices
support the Group’s strategy, align
with shareholder interests and promote
long-term sustainable performance.
Read more in the Remuneration Committee
Report: page 101–130
Sustainability Committee
Responsible for overseeing the
implementation of the Sustainable
Business Strategy and ensuring that
environmental, social and governance
(ESG) principles are embedded
across all operations. The Committee
monitors the group’s engagement
with stakeholders and provides
oversight of best practice and
regulatory developments in corporate
sustainability, supporting the Group’s
commitment to responsible growth
and long-term value creation across
its markets.
Read more in the Sustainability Committee
Report: page 92
Committees
Company Secretary
The Company Secretary provides
advice and support in relation to legal,
regulatory, compliance 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 that it receives
information in a timely manner to enable
Directors to function effi ciently and
eff ectively. He also facilitates inductions
for new Directors and coordinates the
Board review process in conjunction
with the Chair and the Nomination
Committee. The Company Secretary
also ensures an effi cient information
fl ow between the Board, its Committees,
and senior management, and that all
Directors have access to independent
professional advice to carry out their
duties at the expense of the Company,
ifthey believe it is necessary.
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Board leadership and Company purpose
The Company’s purpose,
valuesand culture
Desired culture
The Board is responsible for promoting
the long-term success of the Company in
alignment with its Sustainable Business
Strategy and regulatory and corporate
governance requirements. It sets and reviews
the Company’s purpose, values and desired
behaviours, ensuring these are clearly
articulated and consistently embedded
across the Group. Through active oversight
and engagement, the Board monitors
how culture supports eff ective decision-
making, responsible business practices and
high standards of conduct. 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. The Board works
closely with management to promote a
culture that is woven into our values of
integrity, partnership and excellence, whilst
actively encouraging collaboration and
continuous improvement, each of which
are measured through colleague feedback,
training outcomes and stakeholder insights.
Strategy workshops and engagement forums
supported by the Board provide colleagues
with opportunities to contribute to the
Company’s strategic direction, reinforcing a
culture where employees are empowered to
develop and progress in their careers.
Embedding culture in our values
Our culture is embedded in our values,
which are explained on page 26-30, and is
consistently reinforced through leadership.
They guide how decisions are made, how
colleagues work together and engage with
customers, communities and partners.
Safety, integrity, partnership, excellence and
sustainability are embedded into everyday
behaviours and reinforced through clear
leadership, accountability and continuous
improvement, creating an environment where
people are empowered to do the right thing
and deliver long-term value responsibly.
Monitoring and assessing culture
The Company’s cultural climate is monitored
through a range of mechanisms, including
workforce engagement surveys, people
and safety metrics, internal audit fi ndings,
health and safety data, and formal and
informal channels through which colleagues
can raise concerns. The Company's
approach to investing and rewarding the
workforce is explained on pages 25-27 and
128 respectively. Culture, behaviours and
values are regularly discussed by the Board,
enabling it to assess whether the desired
culture is being consistently demonstrated in
decision-making and day-to-day operations.
Governance, oversight and alignment
withstrategy
The Board receives regular reporting on
a range of matters, as explained in Board
activities on the page 78-80, and considers
whether the Company’s systems, policies
and internal controls eff ectively reinforce
the desired culture and support ethical
conduct, eff ective risk management and
regulatory compliance. Where insights
highlight opportunities to strengthen
alignment with the Company’s values or
expected behaviours, the Board supports
timely and appropriate management
action and monitors progress through
ongoing oversight.
In collaboration with the Board, the Executive
Directors ensure that the Group’s operations
are aligned with its objectives, supported
by eff ective 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 and cultural alignment, escalating
signifi cant issues to the Board as required
and in a timely manner. This structure
ensures eff ective oversight, supports robust
risk management and ensures that culture
remains one of the core factors of the
Group’s sustainable success.
2025 Focus: Culture and Impact 2030
During 2025, the Board placed particular
focus on how the Group’s culture
operates in practice, refl ecting both the
evolving risk profi le of the business and
the launch of the IMPACT 2030 strategy.
This included oversight of leadership
succession, workforce engagement
and safety performance, with action
taken where necessary, reinforcing the
Board’s commitment to safety, integrity
and ethical conduct over short-term
operational considerations.
Building a culture of integrity
One Team, One Business –
united by partnership, trust
and collaboration.
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Board activities
The following provides a summary of the principal matters considered and standing items addressed
bythe Board during the year. The Company’s Section 172(1) Statement follows on pages 81-87.
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 finance, investor relations and sustainability);
– Legal, Regulatory and Company Secretarial reports from the General Counsel and Company Secretary
(covering topics such as litigation, company secretarial and governance matters, regulatory updates,
legal updates and Board training); and
– Reports and updates from the Chairs of the Audit, Nomination, Remuneration, Sustainability and
Technology Committees.
Key to s172(1) factors
Long–term impact of decisions
Consideration of employee interests
Strengthening relationships with suppliers,
customersand others
Impact on community and environment
Upholding high standards of business conduct
Acting fairly as between members of the Company
Key to stakeholders
Customers
Communities, economies
and the environment
Our people and partners
Investors
Matters Discussion topics Outcomes
Strategy, business
development,
operational
performance
and property
Read more on pages 1–56
Discussed matters in-depth such as:
– the development, launch and rollout of the
IMPACT 2030 strategy;
– the first phase of delivery of the IMPACT 2030
strategy, includingexecution risks, capital
allocation andalignment with the Group’s
riskappetite;
– business excellence and long-term value
creation priorities;
– operational performance across OpCos,
including network uptime, delivery
performanceand cost efficiency;
– sales, customer engagement and Master
LeaseAgreement developments;
– material business development activity,
including portfolio optimisation and potential
transactions; and
– property matters, including lease renewals,
tenure risk, site security and estate management
across the Group.
Engaging colleagues through workshops, town halls, strategy days, leadership forums and
developmentopportunities.
Ongoing delivery against the Group's strategic priorities and key operational initiatives, including
digitalisationandoperational efficiency programmes.
Roll out of the IMPACT 2030 strategy across the Group.
Continued improvements in network performance, power-up time and reduced fuel consumption.
Strengthened customer engagement, contributing to continued growth in tenancy additions and
commercialperformance.
Progressed the Group’s property strategy, including improved visibility of lease renewals, cost savings
andmitigation of tenure-related risks.
Board leadership and Company purpose continued
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Board leadership and Company purpose continued
Matters Discussion topics Outcomes
Climate and
sustainability
Read more on pages 1–56
Discussed the following matters in-depth:
– climate related risks and opportunities;
– progress against carbon reduction targets;
– the integration of sustainability considerations
into strategy anddecision-making; and
– developments in sustainability reporting
requirements and best practice.
Reviewed progress against carbon reduction initiatives and updated long-term targets to reflect changes in
the Group’s footprint. Regular reporting of carbon emissions per tenant as a core non-financial KPI, alongside
financial and operational KPIs.
Continued focus on fuel reduction, energy efficiency, deployment of renewable solutions and grid connectivity.
Fuel reduction initiatives, such as the deployment of remote monitoring systems (RMS), investment in grid
connections and solar installations, discussed as Group-wide programmes linked to both cost and sustainability
outcomes.
Agreed actions to enhance sustainability governance, data quality and disclosure readiness.
Preparation for expanded disclosure requirements, including:
– CDP submission;
– Transition plan publication, in line with the TPT framework;
– Alignment of Task Force on Climate related Financial Disclosures (TCFD) with IFRS S2 following agap
analysis; and
– A biodiversity scoping exercise, providing a roadmap to better understand impacts and dependencies on
nature at site-level.
Financing and
capital markets
Read more on pages 38–40
Discussed in-depth and, where appropriate,
approved:
– Group performance on a quarterly,
half-year and full-year basis;
– FY25 and proposed FY26 budget;
– tax and treasury activity;
– investor relations engagement activities and
share price performance;
– updated capital allocation framework and
shareholder returns, including the introduction
and execution of a share buyback programme
and introduction of a dividend policy;
– the partial tender of the Group’s convertible
bonds and remaining maturity options;
– credit rating developments and rating agency
engagement; and
– potential refinancing options to optimise the
Group’s cost of capital.
Throughout the year, the Investor Relations team engaged with institutional investors through various events.
These included ten non-deal roadshows, nine conferences, six fireside chats, and over 470 ad hoc investor
meetings, some of which took place as OpCo site visits. For more details, refer to page 87.
Approved amendments to OpCo financing arrangements, including improved terms on the Oman loan
facilities, resulting in a lower blended cost of debt and increased financial flexibility.
Endorsed the launch of a share buyback programme as part of the Company’s capital allocation framework.
Further details can be found on page 132.
Reviewed and approved the introduction of a dividend policy. Further details can be found on page 132.
SHEQ
Read more on pages 28–31
Discussed health and safety matters in-depth
andon a regular basis.
Received updates on:
– SHEQ activities and training; and
– OpCo specific incidents.
Continued to deliver world-class safety and quality standards.
Continued engagement with partners and stakeholders to drive and share best practice in relation to health
andsafety.
Continued investment in SHEQ process digitalisation, enhancing reporting, supervision and engagement
withpartners.
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Matters Discussion topics Outcomes
People development,
engagement, culture
andsuccession planning
Read more on pages 25–27
Discussed in-depth:
– Employee Engagement Survey results;
– ‘Voice of the Employee’ workshops;
– succession planning; and
– 2025 external Board review.
Received updates on:
– employee engagement;
– colleague development;
– culture;
– succession planning across senior
leadershiproles;
– diversity equity and inclusion initiatives (DEI);
and
– CEO Commendation Awards.
Engagement with employees through Board and individual Director visits to the OpCos, including Ghana,
Senegal and Oman during 2025.
The Non-Executive Director for Workforce Engagement (Sally Ashford) met with the local teams in Oman
andLondon and made recommendations to enhance collaborative working and the colleague experience.
Strengthened leadership capability and succession planning through targeted development programmes
andstructured talent reviews.
Appointed two female Managing Directors during the year, strengthening leadership diversity and reflecting
the Group’s continued focus on inclusive succession planning and internal talent development.
Maintained strong workforce engagement and a values-led culture through leadership interaction,
recognitioninitiatives and employee feedback.
Continued progress on inclusion and local leadership development across the Group.
Involvement of the whole Board in Group-wide engagement on the Company’s commitment to DEI.
Various initiatives to develop and empower women, including mentoring, targeted development and the
introduction of the Women in Leadership programme.
Continuation of the HT AAA Management Programme.
Continued commitment to fostering a diverse, inclusive and engaged workforce by ensuring all employees
feelvalued, empowered and supported through a culture of continuous learning.
Director training
Read more on page 67
Directors received training on matters including:
– the Economic Crime and Corporate
Transparency Act 2023;
– geopolitical developments; and
– corporate governance developments.
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 up to date with developments in cyber security and AI.
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, Group Finance Director – Financial Controller, and the Group Head of Tax,
who reports directly tothe Group Finance Director – Financial Controller. 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 2025, and up to the date of approval of this Annual Report and Financial Statements, there have been rigorous processes in place to identify, evaluate
andmanage the emerging and principal risks faced by the Group.
The Risk Management report can be found on page 42, and the Audit Committee Report on pages 94–100.
Board leadership and Company purpose continued
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Section 172(1) Statement
The Directors confirm that they have, in accordance with Section 172(1) of the Companies Act 2006 (the 2006 Act), 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 2025 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’s decision-making is strengthened by clear, timely information from the Executive Directors and ExCo, provided through detailed Board papers, regular updates on stakeholder
engagement and training. The Chair ensures discussions are thorough and well-informed, with adequate time for clarification and assurance. Supported by the Company Secretary, the
Board gives full consideration to Section 172(1) factors and stakeholder perspectives, ensuring decisions align with the Company’s purpose and long-term success.
The Board consistently evaluated the impact of its decisions with regard to the Company’s Sustainable Business Strategy and IMPACT 2030, its role in advancing digital connectivity,
and its environmental and social responsibilities. Guided by Section 172(1), the Board remains committed to creating long-term stakeholder value and supporting a connected, sustainable
future acrossits markets.
The table below and the stakeholder engagement activities on pages 84–87, together form the Company’s Section 172(1) Statement and demonstrate how the Board has considered the
mattersinparagraphs (a) to (f) of Section 172(1) when making decisions.
Section 172(1) factor Board’s key considerations Outcomes from the Board’s decision-making
a) The likely consequences
of any decision in the
long-term
– In 2025, the Board carried out two in-depth strategy sessions discussing various elements
ofIMPACT 2030, including digitalisation, capital allocation, regional and functional strategies,
andpartners, suppliers, people and operations.
– As part of the CEO Report to each Board meeting, the Board was updated on OpCo
performance, strategy, SHEQ, people, property, business development and customer delivery,
including power up-time and tenancy growth.
– A detailed presentation on the progress of the digitalisation programme was made to the Board,
including the expected improvements in, and the future landscape of, the platforms and systems
across the business.
– Through the Audit Committee (refer to pages 94–100), the Board received regular updates on
cyber security activities, market developments and IT disaster recovery, together with detailed
insight into the Company’s cyber security programme, including enhanced visibility, upgraded
controls and platform resilience.
– The Board as a whole attended the Capital Markets Day on 6 November 2025, liaising with
investors and discussing IMPACT 2030.
– The Board, through the Sustainability Committee:
– considered the achievement of the strategic KPIs and priorities such as climate, community
investment, supplier labour standards and reporting requirements.
– considered the Company's continuing compliance with, and preparation for future compliance
with, climate-related and transition plan disclosure frameworks.
– considered the Company's engagement with the development finance institutions
ontheimplementation of the Environmental & Social Action Plan in alignment with
IFCPerformance Standards.
– The Company's strategy, IMPACT 2030, was launched to
investors at the Capital Markets Day and is explained on
page 40.
– The Business Model on page 5, explains the build and
acquisition of towers, colocation lease-up and operational
improvements, which enable the business to advance
access to mobile communications in the ninemarkets.
– The Company's purpose, values, and culture, outlined on
page 77, are embedded across the Group and support
effective decision-making for the long-term.
– The Detailed Financial Review, on pages 60–64, sets out
the Company's financial growth during 2025.
– Climate activities were carried out during the year as
explained in detail on pages 19–24.
– Community investment is a focus area across the Group
and included initiatives such as the ICT Lab project across
the OpCos and the tree-planting initiative in Tanzania,
detailed on page 18.
– The Company's digitalisation programme gained momentum
during 2025 and included advancements inthe integration
of performance dashboards to transform RMS data, the
enhancement of the smart operating centre and the GIS
tool, which gathers deep data sets on various factors,
including population movement, network performance,
coverage gaps and customer expansion priorities.
Board leadership and Company purpose continued
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Section 172(1) factor Board’s key considerations Outcomes from the Board’s decision-making
b) The interests of the
Company’s employees
– The Board recognises the vital role of the Company's employees in its success and remains
committed to their wellbeing, development and long-term career progression.
– The Board considered the Company's succession planning programme, focusing on embedding
greater rigour into the succession approach, including the formalisation of readiness assessments,
enhancement of leadership pipeline visibility and the drive to increase alignment with the
Company's DEI and talent development strategies.
– Following visits to DRC, Congo Brazzaville and Tanzania in 2024, the NED for Workforce
Engagement, Sally Ashford, metwith colleagues in Oman and the UK tounderstand their views,
challenges andconcerns.
– The Board considered the results of the Company's Pulse Employee Engagement survey
conducted during the year.
– The Nomination Committee was presented with an update on Group-wide DEI activities, such
as the HT Senior Leadership Programme, HT AAA Management Programme, ELT Reciprocal
Mentoring Programme and the Women's Mentoring Circle.
– The Company's culture is led by the Board, the ExCo and
the ELT, with the tone from the top emulated throughout
the organisation.
– The Company's Pulse Employee Engagement survey
led to the broadening of Group-wide initiatives, such as
the HTAAA Management Programme and the Thomas
Connect system.
– The Women's Mentoring Circle was held during the year
and involved female colleagues from across the Group,
providing an opportunity to discuss topics aimed at
encouraging and empowering women to achieve their
career ambitions.
– DEI focused events were held across the Group including
the commemoration of International Girls in Information
Communication Technology Day.
– The Company's ethnicity targets for the Board and senior
management were maintained during 2025. Further detail
can be found on pages 89–90.
c) The need to foster
the Company’s business
relationships with
suppliers, customers
andothers
– The Company values its partners, including MNOs, service providers, customers and suppliers
across its markets.
– As part of the CEO Report to each Board meeting, the Board considered SHEQ activities and
challenges and the continued advancement of the Company's safety culture across all markets.
– The Board was able to contribute to, and was kept up to date with, stakeholder engagement
activities, including those carried out by senior management with customers, partners, investors,
local governments and regulators.
– The Board was presented with information relating to the progress made on supply chain
management and the support provided by the Company to suppliers in relation to improvements
to their cyber security programmes.
– The Board was kept up to date with digitalisation innovation initiatives, including the use of AI
andthe progress of key digital projects across all markets.
– Stakeholder engagement by both the Board and
management continued during 2025 through various
initiatives as explained on pages 84–87.
– The Supply Chain team liaised with suppliers throughout
2025 to support them on their individual cyber security
programmes, ensuring the Company's expectations were
fully met.
– The Company's culture of safety is embedded across
the Group and initiatives including the Line of Fire safety
training and the lifting Safety to New Heights conference
were held.
– An in-depth digitalisation project to enhance and develop
the Company's customer portal took place in 2025, which
provided improvements in the overall customer experience.
d) The impact of the
Company’s operations
onthe community and
theenvironment
The Board, through the Sustainability Committee, considered:
– community investment initiatives across the OpCos;
– improvements in strategic community investment policy and governance frameworks;
– the biodiversity scoping exercise carried out to assess the Company's current compliance with
Taskforce for Nature and Financial Disclosures framework, and the actions to be implemented
in2026; and
– climate action planning in relation to the development of a transition plan and information relating
to the operationalisation of site vulnerability and improvements in related site financial disclosure.
– Community initiatives during the year included the ICT
Lab project in Malawi, provision of new ICT equipment
in Tanzania and the sponsorship and hosting of a coding
session in Ghana, as noted on page 18.
– Following a review of the TPT Disclosure Framework, the
Company's transition plan and pathway were developed
and are included on page 21.
– The Company remains committed to promoting digital
inclusion by leveraging the infrastructure-sharing model to
provide cost-effective and sustainable mobile connectivity,
helping to drive the transformation of lives and economies
across Africa and the Middle East.
Board leadership and Company purpose continued
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Section 172(1) factor Board’s key considerations Outcomes from the Board’s decision-making
e) Maintaining
a reputationfor
high standards of
businessconduct
– The Board works closely with the Executive Directors and senior management to promote,
maintain and ensure high ethical standards are consistently applied across all areas of the
Company's operations.
– Through regular reporting to the Board, the Audit Committee continued to work closely with
senior management during 2025 to implement the requirements of, and ensure compliance with,
Provision 29 of the Code.
– The Nomination Committee collaborated with the external provider, Independent Audit Limited,
to carry out the 2025 external Board review, with the findings and outcomes reported to the
Board in December 2025.
– We continue to adhere to the highest international safety
standards, with all OpCos certified under IS0 9001, ISO
14001, ISO 45001, and 17 of 18 maintenance partners
achieving ISO 45001 certification in 2025. We maintained
our ISO 37001 certification for anti-bribery management,
and retained ISO 27001 and Cyber Essentials Plus
certifications for information security.
– Management has been preparing for the implementation of
Provision 29 of the Code during 2025 under the guidance
of the Audit Committee, supported by Internal Audit. As
part of this, management reviewed and certified financial,
operational, cyber and IT controls, regulatory compliance
systems and ESG-related risks, with external assurance
obtained in selected areas. Progress will continue in 2026
towards formal reporting under Provision 29 in the 2026
Annual Report.
f) The need to act fairly
between members
oftheCompany
– The Board is committed to the fair treatment of all shareholders and to ensuring that their views
are appropriately considered in Board decision-making.
– The Board carefully considered the Company's capital allocation framework, including the
dividend policy and share buyback programme and their impact on members.
– The Board received updates on the progress of the investor relations programme as part of the
CFO Report, a standing item at all Board meetings. This included consideration of the Company's
share price performance, bond trading, the 2025 Capital Markets Day, and activities carried out
by management to support both 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 outlined on page 87.
– The Capital Markets Day was held on 6 November 2025 to
launch IMPACT 2030 and was both well attended and well
received by investors.
– The Company announced a dividend policy and share
buyback programme, which began in November 2025
within the parameters approved by shareholders at the
2025 AGM. Further detail on the Company's dividend policy
and share buyback programme and issued share capital
can be found on page 132.
Board leadership and Company purpose continued
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How the Board engages with stakeholders
Stakeholder engagement is a core part of the Board’s decision-making. Led by the Executive Directors, ExCo, and OpCo senior management, the Board receives regular updates on
engagement activities, outcomes, and key insights. It also reviews the effectiveness of engagement methods to ensure they remain meaningful and aligned with strategic objectives.
The table below summarises how the Board engages with stakeholders and the reports received at each meeting.
Stakeholders How the Board engages Reporting to the Board
People Why they matter
Through our 'One Team, One Business' ethos, our
talented colleagues are central to the Company's
success. Our local teams understand our markets,
customers and communities. Their expertise,
commitment and local knowledge underpin operational
excellence, strong customer relationships, enable
innovation, support a strong safety culture, and ensure
compliance in complex operating environments.
What’s important to them
– Reward and recognition.
– Training and development, including career
progression.
– Wellbeing.
– Health and safety.
– DEI.
– The Executive Directors hold regular town
hallmeetings to engage with the wider
workforce, share updates and answer 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
widerworkforce.
– Sally Ashford, NED for Workforce Engagement,
and the Group Director of People regularly hold
‘Voice of the Employee’ sessions with colleagues
across the Group.
– Presentation of the results of the 2025 Employee
Pulse Survey results.
– Feedback from the 'Voice of the Employee'
sessions regarding discussions, outputs, actions
and employee concerns, where applicable, are
reported to the Board by Sally Ashford. Such
feedback is taken into consideration by the Board
as part of Board discussions and decision-making.
– Management actively participate in on-site visits,
forums and open discussions across the OpCos,
reporting any relevant feedback to the Board.
– Management provides the Board with
updateson employee matters including DEI
initiatives, succession planning and learning
anddevelopment.
Customers
Why they matter
Customers are critical to the Company's success
and long-term sustainability. Through long-term
partnerships with MNOs, the Company is able to
deliver reliable, high-quality infrastructure that enables
connectivity for millions of people. Strong customer
relationships drive colocation growth, support
contract retention and expansion, and inform ongoing
investment in operational excellence and sustainable
power solutions.
What’s important to them
– Network reliability and up-time.
– Speed and flexibility.
– Operational excellence and safety.
– Sustainability.
– Strong partnerships.
– Management maintain continuous dialogue
with OpCos through regular touchpoints,
including weekly operational engagements and
forums where required. These sessions focus on
performance, delivery priorities, emerging risks,
and near-term customer needs, supported by
ongoing feedback between Group and OpCo
Commercial and Sales teams.
– Management capture customer feedback through
quarterly Group and OpCo meetings, informal
executive engagements, and targeted discussions
during key commercial negotiations and strategy
days, ensuring alignment on priorities, escalation
of key issues, and a consistent view of customer
needs across markets.
– Management reports to the Board on activities
carried out with the Group’s customers.
– Management reports ‘Voice of the Customer’
activities and outcomes to the Board.
– Direct engagement is supported by formal
feedback mechanisms, including annual customer
satisfaction surveys and regular market and
performance reporting. Results are reviewed
at OpCo and Group level and reported to the
Board. Themes are tracked over time to identify
areas of strength, emerging opportunities, and
improvement actions.
– Management report service delivery performance,
rollout and colocation priorities, and operational
efficiency to the Board. Insights from these
engagements are consolidated to inform Group-
wide priorities and support a consistent, proactive
approach to customer relationship management.
Board leadership and Company purpose continued
Key to stakeholders
Customers
Our people and partners
Investors
Communities, economies and the environment
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Stakeholders How the Board engages Reporting to the Board
Partners
Why they matter
Through trusted partnerships with suppliers,
contractors, landowners and communities, the
Company is able to secure sites, maintain high
operational standards and accelerate network
deployment. Partners also support innovation, safety
and sustainability, particularly in power and energy
solutions, helping the Company manage risk, control
costs and deliver long-term value for stakeholders.
What’s important to them
– Long-term opportunities.
– Sustainability and social responsibility.
– Safety and compliance.
– Operational efficiency.
– Engagement with partners is carried out
throughthe ExCo, Group and OpCo teams.
– Engagement by the Board with our partners
occurs duringvisits to OpCos and sites.
– Management reports activities conducted with
theGroup’s partners to the Board.
– Management provides information relating to
partner forums in-country and on a global level.
– Technical, operational, health and safety, and Lean
Six Sigma training is reported to the Board.
Community
Why they matter
Positive relationships with local communities help
secure site access, support safe and sustained
operations, and reduce social and regulatory risk. By
engaging openly, respecting local needs, and investing
in social and environmental initiatives, the Company
contributes to the economic and digital development
ofthe communities it serves.
What’s important to them
– Reliable connectivity.
– Environmental responsibility.
– Respect for land rights and local customs.
– Open communication and engagement.
– Employment and local supplier opportunities.
– Community investment.
– Engagement with communities is carried
outthrough the ExCo, management and
OpCoteams.
– The Board receives updates on the rollout of
new product initiatives, which are designed to
extend digital access, create local economic
opportunities and strengthen community
connectivity in our markets.
– The Board receives regular updates on lease
renewals and site relocations, including
engagement with government authorities
and local stakeholders, to ensure responsible
property management and the protection
of our social licence to operate.
– Management reports information on initiatives
undertaken by the OpCos to support local
communities.
– Details of the strategic community investment
programme, and proposed partnerships, are
regularly reported to the Sustainability Committee,
and subsequently totheBoard.
Board leadership and Company purpose continued
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Stakeholders How the Board engages Reporting to the Board
Local government/
regulators
Why they matter
Support from local government and regulators
is essential to the Company’s ability to deploy,
operate, and maintain its infrastructure, including
securing permits, licences and rights of way. Effective
engagement helps ensure sites operate safely, lawfully,
and without disruption across diverse regulatory
environments. Constructive relationships with
authorities enable the Company to anticipate and
respond to regulatory change, manage operational
and compliance risks, and support timely network
rollout. By working collaboratively with governments
and regulators, the Company supports national
connectivity and digital inclusion objectives,
contributes to local economic development, and
underpins the long-term stability of its operations
across its markets.
What’s important to them
– Regulatory compliance.
– Support for national connectivity and
coverage goals.
– Safe and resilient infrastructure.
– Environmental and social responsibility.
– Transparency and cooperation.
– Local economic contribution and employment.
– Governments and regulators issue operating
licences and implement regulatory measures
that can impact the Group’s costs and operating
environment. Management engages with these
stakeholders to build trust and responsibly
advocate for its policy positions.
– Engagement is primarily conducted through
the ExCo, ELT and OpCo teams, as well as
participation in industry groups and trade
associations, with oversight from the Board, to
support the Company’s public policy priorities
and provide insights into regulatory and
industrydevelopments.
– The Group General Counsel and Company
Secretary provides the Board with updates on
public and regulatory affairs matters, including
significant engagements with governments
andregulators.
– In addition, the Group Head of External Affairs,
Sustainability & Public Policy conducts an
annual deep-dive session with the Board on key
regulatory, policy, and stakeholder developments,
supporting the Board’s oversight of external risks
and opportunities.
Climate
Why it matters
The Company’s operations depend on resilient
infrastructure, reliable energy and the long-term
sustainability of the communities and markets
it serves. Managing environmental impact helps
reduce costs, manage risk, and meet customer and
regulatory expectations. Addressing climate risks such
as extreme weather strengthens network resilience
and service continuity. By investing in cleaner
power solutions andenvironmental stewardship, the
Company supports its ESG commitments, protects its
licence to operate and contributes to more sustainable
connectivity across its markets.
What’s important
– Responsible energy and resource management.
– Protection of biodiversity and local ecosystems.
– Waste and pollution control.
– Climate resilience.
– Engagement is carried out by the Sustainability
team in conjunction with the OpCos to
addressclimate related risks and align with
ESGexpectations.
– The Sustainability Committee receives regular
updates on climate risk and opportunities,
in addition to alignment with TCFD
recommendations. The Sustainability Committee
also oversees the Group climate risk register.
– Management collaborate with regulators
and local governments to advance the
adoption of renewable energy solutions for
telecommunication infrastructure.
– Carole Wamuyu Wainaina, Chair of the
Sustainability Committee, provides regular
reports to the Board on the Committee’s
activities and discussions, including updates on
emerging trends and regulatory developments
oncorporatesustainability.
– The Management reviews RMS deployment,
whichsupports the reduction of fuelconsumption
across the business, reporting outcomes to
theBoard.
Board leadership and Company purpose continued
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Stakeholders How the Board engages Reporting to the Board
Investors
Why they matter
Investors provide the capital and long-term support
required to build, maintain, and expand critical
digital infrastructure across our markets. Investor
confidence underpins the Company's ability to
fund growth, investin resilient and sustainable
power solutions and pursue strategic opportunities.
Strong relationships with investors also support
financial stability, disciplined capital allocation, and
governance standards. By delivering predictable
returns, transparent reporting, and progress against
ESG commitments, the Company maintains access
tocapital and supports long-term value creation.
What’s important to them
– Predictable and growing cash flows, supported
bylong-term contracts and colocation growth.
– Disciplined capital allocation and a clear strategy
forreturns on invested capital.
– Strong operational performance.
– Balance sheet strength and liquidity.
– All Directors, including the Chair, SID and
Committee Chairs, are available to address
shareholders’ questions at the AGM and on
significant matters throughout the year. They
are also available year-round for meetings
withinvestors.
– The Investor Relations team manage
day-to-day engagement with the Company’s
institutional investors, with Directors
participating as appropriate.
– The Board engaged with investors and discussed
IMPACT 2030 during the Capital Markets Day on
6 November 2025.
– The Chair of the Remuneration Committee
carried out an extensive consultation exercise
with shareholders during 2025 as explained in
detail on page 112.
– 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
the Capital Markets Day, formal roadshows,
conferences, meetings, calls, quarterly results
presentations and Q&A sessions.
– Investor Relations is included in the Group CFO
Report and is a standing agenda item at all
Boardmeetings.
– The Chair of the Remuneration Committee
provided investor feedback to the proposed
Directors Remuneration Policy to the
Remuneration Committee and subsequently
the Board.
Board leadership and Company purpose continued
Investor Relations activities during the year
Q2
Meetings with institutional investors:
– hosted six non-deal roadshows;
– participated in three
investor conferences;
– took part in two Group analyst
meetings and one fireside chat; and
– held ad hoc meetings on request.
Met with 66 institutions across
83investor meetings
Webcast presentations and Q&As
forfull-year results
Q3
Meetings with institutional investors:
– hosted two non-deal roadshows;
– participated in three
investor conferences;
– took part in one fireside chat; and
– held ad hoc meetings on request.
Met with 68 institutions across
89investor meetings
Webcast presentations and Q&As
for
results
Meetings with institutional investors:
– hosted one non-deal roadshow;
– participated in two
investor conferences;
– took part in two fireside chats; and
– held ad hoc meetings on request.
Met with 97 institutions across
investor meetings
Webcast presentations and Q&As
for
results
AGM
Q4
Meetings with institutional investors:
– hosted one non-deal roadshow;
– participated in one
investor conference;
– took part in two Group analyst
meetings and two fireside chats; and
– held ad hoc meetings on request.
Met with 96 institutions across
investor meetings
Hosted Capital Markets Day on
6 November 2025 attracting
external participants, including
93investors, of whom 43attended
in person
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Division of responsibilities
Roles and responsibilities of Board members and Board and Committee attendance can be found
on pages 74–76.
Shareholders’ Agreement
Prior to the Company’s admission to the premium segment of the Official List of the FCA
and to trading on the London Stock Exchange’s Main Market 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 exercised this right, and David Wassong was appointed tothe Board in
May 2024.
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 NED. As noted on page 66, Temitope Lawani has announced
that he will not seek re-election as a Director of the Company and will resign as a Director
with effect from the conclusion of the Company's AGM on 14 May 2026. As explained on
page 132, LathHoldings Ltd completed the sale of its remaining shares in the Company
inNovember 2025.
Managing conflicts of interest
The Company has established a clear and formal process, in line with its Articles of
Association, for the identification, approval and management of potential conflicts of interest.
Each Director has a duty under the Companies Act 2006 to avoid a situation in which they
have or may have a direct or indirect interest that conflicts or might conflict with the interests
of the Company. Directors are required to inform the Chair and Company Secretary of any new
external interests, appointments and any actual or perceived conflicts of interest.
All declared interests are then presented to the full Board for consideration and review, where
each case is assessed individually, considering any existing external interests or conflicts, to
ensure the Director’s independent judgement and ability to act in the best interests of the
Company are 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 external commitments or other demands on the candidate’s time.
Details of these commitments, including an indication of the time involved, are disclosed
to the full Board prior to appointment. 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 69–71. The number and nature of these
interests are closely monitored to ensure that any new external appointments do not adversely
affect a Director’s ability tomeet 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, experience, 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. Whilst Alison Baker currently has five external
directorships, the Board has noted that Rockhopper Exploration plc has announced that she
will retire from its board at their forthcoming 2026 annual general meeting.
Directors’ independence
In line with the requirements of the Code, Director independence is reviewed annually.
After athorough assessment by the Nomination Committee (as outlined on page 90) and
the Board during 2025, the Chair, Sir Samuel Jonah, who was deemed independent upon
appointment, is considered by the Company to remain independent. Additionally, five NEDs
(Alison Baker, Richard Byrne, Sally Ashford, Carole Wamuyu Wainaina and Dana Tobak) are
also regarded by the Company as independent. The Board also includes two non-independent
NEDs, 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.
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 NED,
until his expected resignation on 14 May 2026, as noted opposite. Further details about the
Shareholders’ Agreement are provided opposite.
As part of its annual review of Director independence, the Nomination Committee and the
Board considered the tenure and continued independence of Richard Byrne, who joined the
Board in 2010. The Board has reviewed Richard’s tenure and, consistent with the Code and
wider governance and investor guidelines, remains satisfied that he continues to demonstrate
independence of character and judgement.
In reaching this conclusion, the Board recognised Richard’s consistent demonstration
of independence through his effective challenge, objective oversight and constructive
contribution to Board discussions, and through his extensive sector knowledge and strategic
insight. The Board also noted his effectiveness and integrity in his role as Chair of the
Remuneration Committee, his strong understanding of the business and the absence of any
relationships or circumstances likely to affect his independent judgement.
The Board considers that Richard’s long experience and comprehensive knowledge of the
Company continues to add significant value and provide continuity during a period of ongoing
strategic delivery. It is therefore satisfied that his continued service is in the best interests of
shareholders and the Company.
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Dear Shareholder,
I am pleased to present the report of the
Nomination Committee (the Committee)
for the year ended 31 December 2025,
which sets out the Committee’s activities
during theyear and its key responsibilities.
As Committee Chair, I report the Committee’s
activities, discussions and outcomes to the
Board following each meeting.
Role of the Committee
The role of the Committee includes:
Board composition & succession
– the regular review of the Board’s structure,
size, skills, diversity and succession plans,
ensuring leadership is refreshed and
aligned with long-term strategic needs.
Appointments & recruitment
– the identifi cation and nomination
of candidates for Board roles
using fair, transparent and diverse
selection processes, including clear
job specifi cations and confl ict-of-
interest disclosures.
Performance & evaluation
– the oversight of Board and Director
performance evaluations, monitoring of
time commitments, and ensuring induction
and training for Directors is in place to
maintain eff ective governance.
Diversity & policy oversight
– the promotion of diversity in appointments
and succession across the Company,
setting and reviewing measurable
objectives, and liaising with other Board
Committees to ensure eff ective oversight
across the business.
The Committee’s terms of reference,
which were reviewed and approved by the
Board in December 2025, can be found
at heliostowers.com/investors/corporate-
governance/documents/
Key activities during 2025
The Committee met three times in 2025 to
consider and, where appropriate, approve
the following key matters:
– DEI initiatives;
– Board composition, including gender and
ethnic diversity, and succession planning;
– NED independence assessment;
– contribution and re-election of Directors;
– 2025 external Board review process and
outcomes (as noted on pages 90–91); and
– approval of the Nomination Committee
Report for the 2024 Annual Report and
Financial Statements.
Diversity, equity and inclusion
The Board and Committee continue to
focus on the promotion of diversity and
inclusion across the Group, recognising their
importance in fostering a strong, inclusive
culture, aligned with the Company's values.
The Company’s Group-wide DEI Policy was
approved by the Committee and the Board
in December 2023, having been updated
to drive and foster a more inclusive work
environment where all colleagues feel valued
and respected. The DEI Policy applies to the
Board, each of its Committees and the Group
as a whole, and covers all aspects of diversity
and colleague equity and inclusion.
The objective of the DEI Policy is to embed
a strong focus on DEI across the Group,
supporting the attraction, development and
retention of a diverse talent pipeline at Board,
ExCo and general workforce levels. The DEI
Policy also seeks to ensure that the Board
and workforce are representative of wider
society, and to increase the representation
ofwomen, particularly in leadership roles.
All employees receive diversity training in
line with the DEI Policy, helping to ensure
clarity around individual responsibilities in
creating and sustaining 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, launched in 2025,
covers matters such as unconscious bias,
psychological safety and trust, belonging
and inclusion.
The Board and Committee promote a
gender-diverse workforce through the
attraction, development and retention of
female talent, supported by a culture that
enables women to thrive and progress
over the long-term. Initiatives to support
the empowerment of female colleagues
continued in 2025 and included the Women’s
Mentoring Circle, where female colleagues
are mentored by the Company’s female
Board members, covering topics designed to
encourage and empower women to achieve
their career ambitions. In addition, the ELT
Plus Reciprocal Mentoring Programme,
launched in 2024 and sponsored by the
Group CEO, continued in 2025, enabling
senior female colleagues to mentor male
ELT members over a six-month period.
The aim of the programme is to broaden
and deepen the understanding of the
challenges faced by female colleagues in the
workplace, removing unconscious bias and
strengthening collaboration.
DEI-focused events continued to be held
across the Group during 2025, including
the commemoration of International Girls
in Information Communication Technology
Day. A series of events were held across
the OpCos to inspire young girls to explore
careers in science, technology, engineering
and mathematics, with the aim of bridging
the gender gap in technology.
The Group remains committed to advancing
female representation and retention, with
female representation on the Board remaining
at 40% as at 31 December 2025. The Board
recognises the importance of having female
representation in senior Board positions and
is proud to have Alison Baker as the SID.
The Board maintained 40% ethnic diversity
as at 31 December 2025, with four Directors
representing ethnically diverse backgrounds.
The Board’s composition complies with the
FCA’s Listing Rules requirements, FTSE
Women Leaders Review recommendations
and the Parker Review ethnicity target.
Composition, succession and evaluation: Nomination Committee Report
Sir Samuel Jonah, KBE, OSG
Chair, Nomination Committee
Committee membership and attendance
Member Attendance (3)
Sir Samuel Jonah, KBE, OSG
(Chair) 3
Temitope Lawani
1
2
Sally Ashford 3
Carole Wamuyu Wainaina 3
Women on the Board
40%
2024: 40%
Directors from ethnically
diversebackgrounds
40%
2024: 40%
1 Temitope Lawani could not attend one meeting
due to a pre-existing commitment.
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The Committee and the Board formally
confirmed an ethnicity target for senior
management, of 30% across the Group, to be
achieved by December 2027, in compliance
with the Parker Review guidance. The 30%
target has been exceeded as at 31 December
2025. The Company is proud of the level of
ethnic diversity achieved across the Group,
including in Board and senior management
positions. Both the Committee and the
Board will continue to keep the targets and
requirements under review as part of the
Company’s ongoing succession planning
processes. There have been no further
changes to the Board between 31 December
2025 and the date of this report that would
affect the Company’s ability to meet one or
more of the above targets.
The Board and Committee remain committed
to promoting and monitoring the DEI Policy,
its objectives and implementation, and will
continue to work alongside the ExCo to help
drive a diverse, equitable, inclusive, strong
and supportive culture across the Group.
In doing so, the Committee will maintain
ongoing oversight of gender and ethnicity,
alongside its continuous assessment of the
composition of the Board. In addition, the
Board and Committee recognises that the
continued success of the business depends
on the recruitment of the best people based
purely on merit, contributing to a diversely
talented workforce.
Information relating to the Company’s
diverse workforce can be found on pages
25–27. Board diversity data and the numerical
data required by the FCA’s Listing Rules can
be found on pages 73–74.
Succession planning
The Committee and the Board remain
focused on maintaining effective and diverse
succession planning for both the Board
and senior management, recognising its
importance in supporting the Company's
long-term sustainable success. This includes
the development of a strong internal talent
pipeline and ensuring colleagues have
appropriate personal development plans in
place, which align with personal goals and
aspirations and the Company's IMPACT
2030 strategy.
The Group Director of People regularly
updates the Committee and the Board on
succession plans that are in place for the
immediate, medium and long-term, and any
changes to those plans in relation to senior
management. As part of the CEO Report, the
Board is regularly kept informed of people
development activities at both Group and in
the OpCos.
Through the Company's integrated learning
and succession strategy, colleagues are
actively encouraged and supported to
develop their skills and experience through
skill-specific training, coaching programmes
and executive training.
The focus during 2025 remained on aligning
succession planning with the broader DEI goals
to build a diverse and representative leadership
team, with efforts made in increasing the
number of female employees across the Group.
Initiatives such as the Company's management
training programme, AAA Management
Programme and the Women's Mentoring Circle
with Board members are all crucial to identify
and prepare future female leaders.
As part of the 2025 succession planning
process, a number of women across the
Group were identified as having the potential
to take on more senior roles in the near
future, each receiving a more targeted
approach to development and support.
Two of these women were promoted to
Managing Director positions in Senegal and
Madagascar during 2025, as shown on the
Company's website at heliostowers.com/
who-we-are/leadership/
Board appointments
The Committee is responsible for reviewing
the structure, size and composition of the
Board, and a formal and rigorous process
is undertaken for all Board appointments.
As part of this process, the Committee
recommends any new Director to the
Board for its consideration and approval.
In making this decision, the Committee
and subsequently the Board, take into
consideration succession plans, skills,
experience, knowledge, diversity, tenure and
independence of Directors. Information on
the Board’s diversity, skills, experience and
tenure can be found on pages 73–74.
Induction and Board development
The Committee ensures that every NED
receives a formal, structured, tailored and
thorough induction upon joining the Board,
equipping them with a deep understanding
of the business, its markets and priorities such
as the IMPACT 2030 strategy, governance,
compliance and stakeholder engagement.
As part of the induction programme, one-
to-one meetings are held with the Chair,
Group CEO and Group CFO, NEDs, Company
Secretary and members of the ExCo.
All Directors are encouraged to visit the
OpCos whenever possible. Such visits are
often completed in conjunction with other
Board orExCo members.
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. In addition, the
Company ensures that, on an annual basis,
all Board members receive training on key
and emerging topics from external advisors.
The Company Secretary arranges additional
training for all Directors if needs are identified
throughout the year. During the year, Board
members received training on the
Economic
Crime and Corporate Transparency Act 2023,
geopolitical developments and corporate
governance developments. Directors were
also kept up to date with cyber security and
AI developments both in terms of the Group
and the wider market.
The Board seeks to ensure that the induction
programme and ongoing training for all
Directors provide meaningful benefits,
by enhancing Board effectiveness and
strengthening oversight capabilities.
This includes supporting Directors in
navigating regulatory complexities,
maintaining a focus on sustainability and
stakeholder engagement, and reinforcing
alignment with the Company’s culture,
purpose and values.
Independence
In 2025, the Committee reviewed the Board’s
composition and evaluated the independence
of the Chair and each NED in line with the
Code. Following this review, the Committee
concluded that Sir Samuel Jonah, Alison
Baker, Richard Byrne, Sally Ashford, Carole
Wamuyu Wainaina and Dana Tobak each
remained independent. The independence
of Richard Byrne is explained further on
page 88.
David Wassong was appointed to the Board
in 2024 as a non-independent NED and
the shareholder-appointed Director for
Quantum Partners, Ltd. Temitope Lawani
was determined to be non-independent due
to his appointment under the Shareholders’
Agreement. Further details on the non-
independence of both David Wassong and
Temitope Lawani, and the Shareholders’
Agreement, are detailed on page 88.
Annual re-election of Directors
The Committee considered and put forward
each Director for re-election at the 2025
AGM, in accordance with the Company’s
Articles of Association and the Committee’s
terms of reference. Resolutions to re-elect
all Board members (except for Temitope
Lawani, who will step down from the Board
at the conclusion of the 2026 AGM) will be
presented to the AGM in May 2026. Details of
each Director, their biographies and the
importance of their contribution to the long-
term sustainable success of the Company
can be found on pages 69–71 and are
included in the 2026 Notice of AGM.
Board review
The Company is required to carry out
Board reviews on a three-year cycle in
accordance with the Code. An external
review was carried out in 2025, as the third
year of the current three-year cycle. A new
three-year cycle will begin with an internal
review in 2026. In accordance with its terms
of reference, the Committee oversees the
annual formal reviews of the Board, its
Committees and the NEDs each year and
accordingly approved the process for the
2025 external review.
Composition, succession and evaluation: Nomination Committee Report continued
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Composition, succession and evaluation: Nomination Committee Report continued
The Committee considers the evaluation process, whether internal or externally facilitated,
as an opportunity for the Board and its Committees to gain meaningful insight into their
performance, composition and effectiveness. The evaluation of each NED further highlights
the contribution to decision-making at both Board and Committee level.
Actions taken in 2025 following the 2024 internal review
The following actions were taken during 2025 in relation to the outcomes of the 2024
internal review:
Issues identified Actions taken
Additional insight on specific
matters, such as strategic risk and
opportunities, emerging technology
and supply chain management.
Deep dive presentations were held at Board and
Technology Committee meetings.
Provision of further DEI data points,
including a people, organisation and
development dashboard.
Additional information on DEI data points was
provided to the December Board meeting by the
People team.
Additional Board training on
cybersecurity.
Cyber security has been added as a standing agenda
item to all Audit Committee meetings. Information
relating to cyber security was presented to the Board
during the year.
Further discussions on succession
planning, Board tenure and skill sets.
These matters were covered by the Nomination
Committee during 2025.
Increased focus on regulatory and
macro-economic factors impacting
the Company.
Additional details on such matters were included in
Board and Committee papers during 2025.
2025 external review
An external review was conducted during 2025 by Independent Audit Limited, an independent
consultancy with no connection to the Company and a signatory to the Corporate Governance
Institute (CGI) Code of Practice for board reviewers and accredited by the CGI. Independent
Audit Limited was provided with an opportunity to comment on this disclosure and agree any
opinions attributed to them.
The Committee considered various approaches to the external review and approved a review
which would be a continuation of the external review conducted in 2022. In this regard,
Independent Audit Limited carried out a general review of the Board, its Committees and
the NEDs, gaining a comprehensive understanding of how the Board and its Committees
consider matters such as strategy, financial oversight, risk management, people, culture, and
engagement with management and stakeholders, and how this interaction has changed over
the last three years.
The Committee approved the review process, which included meetings between Independent
Audit Limited and the Chair and Company Secretary to gain a deeper understanding of
the Company and its Board. Independent Audit Limited carried out a review of Board and
Committee papers, attended Board and Committee meetings as an observer and held
individual confidential discussions with each Director, certain ExCo members and external
advisors. All Board members completed a short online questionnaire at the start of the review
process via Independent Audit Limited’s online platform, ‘Thinking Board’. The results of which
formed the basis of their individual discussions with Independent Audit Limited.
Following the completion of the review process, Independent Audit Limited prepared a
detailed report for an initial discussion with the Chair and the Company Secretary, before
presenting the outcomes, themes and practical suggestive actions to the Committee and the
Board as awhole in December 2025. The outcomes and actions agreed by the Committee
andthe Board, will be implemented in 2026.
Findings
Independent Audit Limited's review concluded that the Board continues to work well, with a
strong strategic focus and with no specific areas of concern raised. In addition, it was noted
that the Chair continues to encourage participation by all Directors in Board meetings, and
that all Directors contribute across the business outside of Board meetings, with Board
mentoring, and OpCo visits reinforcing positive interaction with both senior management
andcolleagues across the Group.
Outcomes
Whilst it was acknowledged that the Board and its Committees work well, the following
suggestions were proposed as opportunities to further enhance Board composition, Board
and Committee effectiveness, and strategic discussions and thinking:
– In addition to the Audit Committee's oversight of cyber security and AI, consider further
discussions by the Board on such matters.
– Position papers to provide further detail on the matters requiring Directors' focus and attention.
– Review of the purpose and role of both the Sustainability and Technology Committees in
light of IMPACT 2030.
– Further discussions on NED succession planning based on the current tenure levels.
Finally, I would like to take this opportunity to thank Temitope Lawani for his significant and
valued contribution to the Committee.
I look forward to engaging with shareholders on the Committee’s activities at the 2026 AGM.
Sir Samuel Jonah, KBE, OSG
Chair, Nomination Committee
11 March 2026
2025 external review process
May
The Company Secretarial team held meetings
with, and considered, various external review
providers, presenting a short list of preferred
providers to the Committee for review
and approval.
July
– Following the Committee’s approval of a
preferred provider, the Company Secretary
worked with Independent Audit Limited to
discuss various potential approaches to the
external review.
– Independent Audit Limited presented a
preferred approach to the Committee,
following discussions with the Chair.
– The Committee approved the external
reviewapproach and process.
– Online questionnaires were distributed to
each of the Directors and certain ExCo
members via ‘Thinking Board’.
– The Directors and ExCo members
completed their questionnaires.
October
Independent Audit Limited held meetings
with each Director, certain ExCo members
and external advisors.
December
Independent Audit Limited presented the
results of the external review, following
initial discussions with the Chair, discussing
these at length with the Committee and
the Board. Suggestions for enhancement
to Board effectiveness were agreed for
implementation in 2026.
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Sustainability Committee Report
Carole Wamuyu Wainaina
Chair, Sustainability Committee
Committee membership and attendance
Member1 Attendance (2)
Carole Wamuyu Wainaina
(Chair) 2
Sally Ashford2 1
Tom Greenwood 2
Manjit Dhillon 2
1 ExCo member, Lara Coady, and the Group Head
of External Aff airs, Sustainability and Public
Policy are also members of the Committee.
2 Sally Ashford could not attend one meeting due
to a pre-existing commitment.
Dear Shareholder,
I am pleased to present the report of the
Sustainability Committee (the Committee)
for the year ended 31 December 2025, which
outlines the Committee’s responsibilities, key
activities during the year and areas of focus
for the year ahead.
I am delighted 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
advancing, leading and championing
sustainable business practices. As Committee
Chair, I report the Committee’s activities,
discussions and outcomes to the Board
following each meeting.
Role of the Committee
Our performance and responsibilities in the
key impact areas of digital inclusion, climate
action, local, diverse and talented teams and
responsible governance are discussed at
each of the Company’s Board meetings.
The Committee works closely with management
to provide oversight and challenge, ensuring
the Company’s strategy supports long-term
value creation for all stakeholders. The Board
retains overall responsibility for the
eff ective implementation of the Company's
Sustainable Business Strategy.
The Committee’s terms of reference,
which were reviewed and approved by the
Committee and the Board in December 2025,
can be found at heliostowers.com/investors/
corporate-governance/documents/
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
and the Group's approach to climate-
related risks and opportunities;
– monitoring the implementation of, and
ensuring climate-related responsibilities
are explicitly refl ected within, the Group’s
policies and standards in relation to
sustainability matters;
– receiving updates on and overseeing the
Group’s engagement with its stakeholders,
including local and diverse talent, investors
and the local communities;
– providing oversight of corporate
sustainability best practice and
ongoing awareness of trends and
regulatory developments;
– overseeing policies, management systems
and controls underpinning the Company's
climate oversight;
– providing information, advice and
recommendations on sustainable business
matters as relevant to support the Board
and its Committees; and
– reviewing the rigour of non-fi nancial
disclosures in the Company’s Annual
Report and Financial Statements.
Key activities during 2025
The Committee met twice during 2025 to
consider and, where relevant, approve the
following matters:
– progress on, and reporting of, the
Sustainable Business Strategy KPIs;
– oversight of the 2030 carbon target and
integration of carbon reduction initiatives
within, and the preparation of, the Group’s
transition plan framework, aligned with the
UK TPT disclosure framework;
– monitoring compliance with TCFD and
climate-related fi nancial disclosures (CFD)
and alignment with International Financial
Reporting Standards (IFRS) S1 and S2;
– reviewing business resilience to climate
risks and opportunities, and overseeing
progress made on climate risk modelling
undertaken by the Company, which
conducts modelling for material climate
risks in each of the Company’s markets;
– overseeing the implementation of the
double materiality assessment, confi rming
the alignment of material sustainability
issues with the Company’s principal
risks and compliance with regulatory
sustainability directives;
– receiving sustainability related regulatory
updates on reporting standards (both
fi nancial and non-fi nancial) and potential
and future regulations;
– reviewing sustainability strategy
benchmarking; and
– overseeing engagement with institutional
and fund investors on sustainability related
matters and reviewing the Company’s
external disclosures.
These activities supported greater
alignment across the Group's sustainability
governance disclosures.
During 2025, the Committee also worked
collaboratively with the Audit Committee
andthe Board to review the Company’s
TCFD and non-fi nancial disclosures.
The Committee and the Audit Committee
have reviewed the non-fi nancial sustainability
related disclosures and the Sustainable
Business Strategy outlined in this Annual
Report and Financial Statements on pages
13–31 and 49–55.
Key focus for 2026
The Committee’s key focus areas for
2026 include:
– continuing to review progress of the
Group's Sustainable Business Strategy,
including performance against targets;
– reviewing the Company’s alignment
with emerging sustainability and climate
disclosure standards, including the UK
TPT framework, IFRS S1 and S2 and the
Taskforce on Nature-related Financial
Disclosures through the Locate, Evaluate,
Assess and Prepare (LEAP) framework; and
– eff ectively managing sustainability risks and
opportunities, including climate, biodiversity
and social impact, while strengthening the
linkage between material sustainability
issues and the Group’s principal risks.
I look forward to meeting shareholders and
discussing the Committee’s activities at the
2026 AGM.
Carole Wamuyu Wainaina
Chair, Sustainability Committee
11 March 2026
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Technology Committee Report
Dear Shareholder,
I am pleased to present the report of the
Technology Committee (the Committee)
forthe year ended 31 December 2025, which
sets out the Committee’s activities during
theyear and its key responsibilities.
I serve as Chair of the Technology
Committee, accompanied by Richard
Byrne, Tom Greenwood and Manjit Dhillon.
As Committee Chair, I report the Committee’s
activities, discussions and outcomes to the
Board following each meeting.
Role of the Committee
The role of the Committee includes:
– assessing how industry trends,
developments and innovations in
technology may impact the Company;
– monitoring and evaluating power
technology evolution;
– ensuring that the new product portfolio
is aligned to the Company’s strategy and
customer requirements to cater for the
latest technology demands;
– providing recommendations to the
Board with respect to technology related
strategies, projects and investments that
require Board approval;
– providing assurance on the identifi cation
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, through monitoring of progress,
adoption and impact; and
– reviewing the cyber security strategy and
eff ectiveness as part of the Company's
digitalisation journey, to provide
assurance to the Audit Committee and
Board that cyber risks are properly and
practically mitigated.
The Committee’s terms of reference,
which were reviewed and approved by the
Committee and the Board in December 2025,
can be found at heliostowers.com/investors/
corporate-governance/documents/
Key activities during 2025
The Committee met three times during 2025
to consider and deliberate the following
key matters:
– progress of the Company's
digitalisation journey;
– digital operations;
– power system designs;
– digital innovation;
– digital network solutions; and
– future mobile network development
including the impact of satellites.
Aligned with the Company’s digital
transformation strategy and roadmap, the
Committee discussed the digital processes
required across the Group and OpCos.
The digital roadmap was considered in light
of the digitalisation projects expected to be
completed over the next fi ve years across the
business, with the aim of driving improved
governance, effi ciencies and cost savings.
As part of its digitalisation considerations,
the Committee focused on the development
of the customer experience and
improvement of the Company’s customer
portal. The Committee received detailed
information on the enhancement and
development of the customer portal,
improvements in the overall customer
experience, and peer approaches to
customer portals.
As part of these discussions, the Committee
considered in detail cyber security audits
and cyber incidents occurring outside of
the Company.
The Committee discussed the optimisation
and digitalisation of engineering design
processes, focusing on suitability with
site locations and environmental factors.
The potential development of power
systems, grid connection, rectifi er cabinet
confi guration applications, battery
technology and the development of remote
capability were also considered. The digital
enhancement and evolution of the Smart
Operating Centre was covered by the
Committee, with the focus on IMPACT
2030, the automation of processes and
improvements in remote site operation.
Management provided the Committee with
insights and observations from across the
telecommunications sphere, including the
advancement of AI, 5G, electric vehicles
and satellite services. Discussions included
the current in-building solutions and
potential future projects across the
Company’s markets.
Through detailed discussions and
considerations at Committee meetings, the
Committee seeks to foster the Company’s
digitalisation journey and drive technological
innovation across all nine markets, whilst
supporting the Board and working with
management to achieve the Company’s
strategic and climate-related goals.
I look forward to meeting shareholders and
discussing the Committee’s activities at the
2026 AGM.
Dana Tobak, CBE
Chair, Technology Committee
11 March 2026
Dana Tobak, CBE
Chair, Technology Committee
Committee membership and attendance
Member
1
Attendance (3)
Dana Tobak (Chair) 3
Richard Byrne 3
Tom Greenwood 3
Manjit Dhillon 3
1 ExCo members, Sainesh Vallabh and Lara
Coady, and the Director of Digital Network
Solutions, are also members of the Committee.
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Audit Committee Report
Alison Baker
Chair, Audit Committee
Committee membership and attendance
Member Attendance (6)
Alison Baker (Chair) 6
Richard Byrne 6
Carole Wamuyu Wainaina
1
5
Dana Tobak
2
2
1 Carole Wamuyu Wainaina did not attend one
meeting due to a pre-existing commitment.
2 Dana Tobak joined the Committee on 15May2025.
Dear Shareholder,
I am pleased to present the Audit Committee
(the Committee) Report for the year ended
31 December 2025.
Role of the Committee
The role of the Committee is to:
– ensure eff ective governance and
provide assurance over the accuracy
and integrity of both fi nancial and non-
fi nancial information within the Group’s
fi nancial statements, and any formal
announcement relating to the Group’s
fi nancial performance;
– review signifi cant fi nancial reporting
judgements, issues, and estimates and
accounting policies, and confi rm whether,
taken as a whole, the Annual Report and
Financial Statements is fair, balanced
and understandable;
– assess the eff ectiveness and performance
of the Internal Audit function and the
external auditor; and
– oversee the Group’s internal control
framework and systems, management
of 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 inMarch
2026 to ensure compliance with the FRC
Minimum Standard for Audit Committees,
the 2024 UK Corporate Governance Code,
and sustainability regulations. The updated
termsof reference can be found at
heliostowers.com/investors/corporate-
governance/documents/
The Committee has remained focused
during the year on enhancing the Company’s
internal control environment, monitoring
compliance and responding to the challenges
of the broader macroeconomic landscape.
The Committee supports the Board by
assessing the eff ectiveness of governance
across fi nancial reporting, internal controls
and assurance processes, and by evaluating
the systems in place for identifying and
managing risks.
This report outlines the Committee’s
operations and highlights its activities and
its role in safeguarding the integrity of the
Group’s published fi nancial information
and ensuring the eff ectiveness of its risk
management controls and related processes.
Beyond the scheduled Committee meetings,
Ihave 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 eff ectiveness and quality.
Committee membership
In compliance with the Code, the Committee
is composed exclusively of NEDs, and each
member is considered to be independent
by the Company. Members’ independence
is explained on page 88. The Chair of the
Company, Sir Samuel Jonah, is not a member
of the Committee and Dana Tobak joined the
Committee as a member on 15 May 2025.
There have been no further changes to the
membership of the Committee during the
year. Details of the members and attendance
at each of the scheduled meetings is shown
in the table opposite.
The biographies and qualifi cations of
the members are shown on pages 69-71.
The Board is satisfi ed that I have recent and
relevant fi nancial 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 qualifi ed to undertake this
role eff ectively.
I would like to thank my fellow Committee
members Richard Byrne, Carole Wamuyu
Wainaina and Dana Tobak, whose insightful
contributions have enabled the Committee to
perform its duties eff ectively.
Various offi cers 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
and Company Secretary, Group Head of
Compliance, Group Head of Internal Audit and
representatives from the external audit team.
After each meeting I, as the Chair of
theCommittee, report to the Board on
thebusiness undertaken.
Audit Committee eff ectiveness
The Board engaged Independent Audit
Limited to conduct the 2025 external
review of the Board and its Committees,
details of which can be found on pages
90–91. Through this, Independent Audit
Limited concluded that the Committee
continues to function well and was eff ectively
chaired. In conjunction with the Board
and management, our primary area of
focus for the coming year is the adoption
of Provision 29 of the Code, continuing to
mature the Risk Management and Internal
Audit functions as the organisation grows,
and the implementation of various new
fi nance systems.
The Committee has reviewed and confi rmed
its compliance with the FRC Minimum
Standard for Audit Committees.
Committee activity in 2025
The Committee approves an annual calendar
at the end of the year in preparation for
the upcoming fi nancial year, which is
amended as required during the year by
the Company Secretary at the request
of either the Committee or management
to ensure relevant and current matters
are considered by the Committee in a
timely manner. The Committee regularly
requests management to present several
in-depth reviews on matters relevant to the
Committee. A summary of these reviews and
the Committee’s activities in 2025 is provided
on page 95. Following these discussions,
specifi c action items were identifi ed,
andtheCommittee is actively monitoring and
reviewing progress against each of them.
When setting its agenda and reviewing
the audit plans of the internal and external
auditors, theCommittee considers key
operational and fi nancial risks and issues
that could have an impact on the Group’s
Financial Statements and/or the execution
and delivery of its strategy.
Committee time allocation in 2025
49%
5%
33%
3%
Accounting and financial reporting matters
External audit
Deep dives and Internal Audit fi ndings
Internal Audit update
Risk management and internal control
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Internal controls
Internal controls reporting is a standard agenda item at each Committee meeting whereby
the Committee reviews relevant information. As the internal control environment matured
during the year, the Committee discussed enhancements presented by management.
The Committee also considers the Company’s Financial Position and Prospects Procedures
on an annual basis to ensure that this remains up to date in compliance with the Company’s
continuing obligations.
Controls dashboard
The Group operates controls in key processes on a monthly basis. The focus for 2025
was to ensure the Group maintained an appropriate control environment as it migrated
its core finance system, SAP, and billing system, both of which went live at the beginning
ofJanuary 2025. The underlying controls, reconciliations and monitoring within the financial
statement close process were consistent with the prior year. These reconciliations are
reviewed by management at both an OpCo and Group level. The Committee received regular
updates regarding the operation of the Group’s new billing and SAP platforms, and future
developments, as part of the Company's finance systems roadmap. The Committee receives
an update at each meeting regarding the control environment and operating effectiveness,
including anyfollow-up actions or plans to enhance controls.
Committee activities
Subject of review Details of committee activity
Business
process reviews,
carried out in
conjunction with
Internal Audit
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 owners:
– HR and payroll;
– Supply chain management;
– Site acquisitions and lease management;
– Capital work in progress and fixed assets;
– Fuel and energy management process;
– 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 relevant regulatory updates;
– free rent, accrued revenue, receivables and deferred income;
– tax risk management and reporting;
– litigation update;
– going concern assessment;
– internal controls, including progress on Provision 29 of the 2024 UK Corporate GovernanceCode;
– Internal Audit, including progress of the 2025 Internal Audit Plan;
– compliance update, including whistleblower report;
– compliance with updated Global Internal Audit Standards; and
– fraud risk management review.
Finance
systemsupdate
Updates on new financial systems implementation (SAP and billing platforms) and progress against the finance systems roadmap.
IT update Group Head of IT Infrastructure and Cyber Security provides updates in relation to the overall IT strategy, particularly systems architecture and cyber risk.
Cyber security Cyber and information security, including user security, supply chain vulnerabilities and cyber defence, specifically against potential AI attacks, networkauthentication and
business continuity management.
Climate risk and
TCFDplan
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 and IFRS S1 and S2 reporting compliance and any other climate-related considerations as described onpages 19–24 and 49–55. The
Committee and the Sustainability Committee collaboratively review TCFD, IFRS S1 and S2 and non-financial disclosures.
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Accounting and Financial Reporting matters
The table below includes the key matters considered by the Committee during the financial year ended 31 December 2025, 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 Given the evolving nature of tax legislation across our
markets, significant judgement is required when assessing
tax risks, and outcomes can be less predictable than in
other jurisdictions. We engage external tax specialists
in each market to advise on the range and likelihood of
potential outcomes.
Management evaluates each current tax case individually,
assessing the probability of cash inflows or outflows and
determining the appropriate provision or disclosure in
accordance with IAS 12 and IAS 37. Management also
reviews the deferred tax position for each country, taking
into account applicable tax laws and the availability of
future taxable profits.
The Committee reviewed management’s papers on material
tax matters and, following an update from the Group CFO,
concluded that the Group’s tax position was appropriately
accounted for, with sufficient disclosure of key uncertainties
asdetailed in Note 2(a) to the Financial Statements.
The Committee discussed with management the key
judgements applied in recognising deferred tax assets in
certain jurisdictions and is satisfied that the level of assets
recognised is consistent with the requirements of IAS 12.
The Committee considered the matters
raised by Deloitte in their reports provided
to the Committee during the 2025 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
werereasonable.
Recoverability of
receivables and
accrued revenue
The Group’s customer base consists primarily of large
MNOs, which represent over 90% of the receivables
balance (refer to Note 15). Management maintains regular
engagement with customers to address overdue amounts
and incorporates these discussions into the credit risk
assessment for each balance.
Where customers have installed equipment on towers
inaddition to what was initially agreed, management
ensure revenue is recognised in line with the contractual
provisions within the customers contract and the amounts
are recoverable.
Further details of management’s assessment is provided
onpage 167.
The Committee reviewed detailed analyses of receivables
and accrued revenue balances. It challenged management on
the recoverability of these amounts and on the recognition
of revenue subject to dispute, ensuring compliance with the
Group’s accounting policies. The Committee also sought
assurance that appropriate supporting documentation was
inplace and that provisions for receivables were recorded
where required.
This remains a key area of focus for
Deloitte.The Committee reviewed matters
raised by them and requested additional
information from management to enable
the Committee to be satisfied with the
judgements and estimates made.
Impairment
of goodwill
and customer
relationships
The Consolidated Financial Statements reflect the assets
and liabilities recognised from business combinations in
prior periods. In accordance with IAS 36, these are subject
to an annual impairment review, or more frequently if
indicators of impairment arise. Management prepared
detailed business plans and value-in-use assessments
for each Cash Generating Unit with material goodwill or
intangible assets.
For 2025, impairment testing continued to be undertaken
atasegment, rather than OpCo level, as permissible
underIAS 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.
The Committee discussed with Deloitte
the work they have undertaken in this area
and were satisfied that the management
assumptions made were reasonable.
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Key matters Action taken by management Action taken by the Committee Response to challenge by auditor
Hyperinflation
accounting
Ghana's economy was deemed to have ceased being
designated hyperinflationary in 2025. For the Group’s
operations with a Ghana Cedi functional currency, the
hyperinflationary restatements applied to non-current
assets up to the previous reporting date will continue
tobereflected in the Consolidated Financial Statements.
Malawi continues to meet the criteria of a hyperinflation
economy under IAS 29 ‘Financial Reporting in
hyperinflationary Economies’. The Group continues to
apply the requirements of IAS 29 for its operations with
aMalawian Kwacha functional currency.
The Committee met with the Group Finance team in July
2025 and March 2026 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.
Provision 29,
UK Corporate
Governance Code
The requirement to comply with Provision 29 of the 2024
UK Corporate Governance Code became effective for
accounting periods beginning on or after 1 January 2026.
Management undertook a review of the Group’s
compliancewith Provision 29 of the Code during 2025,
and have a work plan in place to ensure it can report
underProvision 29 for the year ended 31 December 2026.
The Committee will receive regular updates from management
during 2026 on its progress towards formally reporting
under Provision 29 in the 2026 Annual Report and Financial
Statements, including reporting to the Board on the key
controls identified to manage principal risks and how
management intend to provide assurance that controls are
operating effectively.
Deloitte will assess the disclosures made
in respect of Provision 29 as part of their
reporting procedures for 2026.
Deferred tax
recognition,
contingent
liabilities and
uncertain tax
positions
Management review deferred tax recognition, contingent
liabilities and uncertain tax positions on a monthly basis
and report to the Committee quarterly on these matters.
The Committee review the papers presented by management
quarterly and challenge the amounts recorded and disclosures
made in the Financial Statements.
These remain areas of focus for
Deloitte.TheCommittee reviewed matters
raised by them and requested additional
information from management to enable
Deloitte to be satisfied with the amounts
recorded and disclosures made in the
Financial Statements.
Accounting and Financial Reporting matters continued
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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 available financing facilities,
headroom and bond maturity, ensuring
compliance with existing 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.
The Committee confirmed that there had
been no significant changes to the going
concern assessment since 31 December
2025 and that the Group continued to
have headroom in relation to its financial
covenants. 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
onpage 56.
Alternative performance measures (APMs)
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
this 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 this Annual Report and
Financial Statements, on pages 57-59.
In line with prior years, Management has also
included a range of statutory measures in the
Strategic Report to the Annual Report and
Financial Statements to provide a balanced
and comprehensive view of the Group’s
performance. The Detailed Financial Review
section provides commentary on both
statutory and APM measures.
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 2025
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 2025. Further detail on risk
management can be found on page 42.
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 2025 are
specified on page 95.
The Committee continues to review the
three internal lines of defence across the
Group’s departments. Management convenes
internal workshops 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 are provided by each OpCo
senior management. These declarations are
reviewed by the Group Finance Director –
Financial Controller, 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.
No material weaknesses were identified.
All lesser deficiencies are being addressed
through agreed remediation actions,
monitored by the Committee.
The Committee was satisfied that an effective
review of the system of risk management and
internal control took place during the 2025
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 2025
Annual Report and Financial Statements.
Following a robust assessment of the
principal and emerging 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
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a Group-wide basis are set out on pages
42–48.
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:
– emissions 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 the Company's 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
came 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 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 Internal Audit plan is
addressing, in turn, each of the key business
cycles across the OpCos and central
functions where appropriate. The Internal
Audit function has added an additional
headcount this year, reflecting the growth
in the business. The Committee will reassess
the adequacy of the Internal Audit 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. As at the end of 2025, 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 the Company's
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 96-97, 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 57-59.
In advance of the March 2026 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.
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 2025
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 the
Company, 95% required no more than limited
improvement; this was up from 94% in 2024.
In response to FRC observations, Deloitte has
already taken the following actions:
– Impairment and other valuations:
enhancements to impairment specialist
consultation policy and delivery of
mandatory training on use of data and
audit of cash-flow forecasts to promote
further consistency;
– Revenue: ongoing development of
industry focused guidance alongside
planned further actions to support teams
in the consistent execution of substantive
analytical procedures;
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– ISQM (UK) 1: ongoing work to standardise
the capture of risks and responses and
enhance decision-making documentation;
and
– Ethics and Independence: the addition of
a quality risk and enhanced engagement
level reconciliations, alongside a suite
of monitoring activities including
the completeness and accuracy of
the Company's underlying restricted
entity data.
There was no engagement with the FRC in
relation to the FY24 audit. The Committee
considered that the audit process as a whole
had been conducted robustly and the team
had been effective and professional.
External auditor independence
andobjectivity
As per the FRC's Minimum Standard and the
provisions within the 2024 UK Corporate
Governance Code, the Committee seeks to
ensure the objectivity and independence of
the external auditor.
The assessment of the auditor's
independence and objectivity took
into consideration:
(i) the Committee’s assessment of Deloitte’s
challenge and professional scepticism (refer
to page 99);
(ii) a review of the assignment and rotation
ofkey 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 five years
following the retendering of the external audit
in 2021. 2025 is Bevan’s last year as lead audit
engagement partner. The Committee would
like to thank Bevan for his commitment and
professionalism over the past five years and
look forward to working with his successor.
Deloitte was reappointed following the
comprehensive retendering performed in
2021 and has 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 2025.
Audit and non-audit fees
Total audit and non-audit fees payable to
Deloitte LLP in the year ended 31 December
2025 are disclosed in Note 5b to the Financial
Statements. Non-audit fees for 2025 were
pre-approved by the Committee and in
total are less than 25% globally, and on a
jurisdictional level, of the average three-year
annual audit fees. Services provided were
for assurance over the half-year report and
permissible assurance services in respect
of statutory restructuring of certain Group
entities. 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 www.heliostowers.com/
investors/corporate-governance/policies.
Looking ahead
In planning the Committee’s 2026 agenda,
the Committee will continue to comply with
the requirements of the 2024 UK Corporate
Governance Code and the FRC Minimum
Standard and to follow best practice
guidance for audit committees.
The Committee will continue to receive in-
depth presentations from management on
the challenges faced by, and the operation
of, internal controls across the business.
The Committee agenda will also continue to
respond to the issues raised by the 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 2026 are expected to include:
– assessing the Company's readiness to
implement the internal control declarations
at the end of the 2026 financial year
(Provision 29 of the UK Corporate
Governance Code);
– future-proofing financial systems
and platforms;
– revisiting processes that have evolved
with the Group’s expansion over the last
few years;
– continuing to evolve 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 its forward agenda.
I hope to meet with you then.
Alison Baker
Chair, Audit Committee
11 March 2026
Audit Committee Report continued
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Strategic Report Financial Statements
Governance Report
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 2025 fi nancial year.
Helios Towers delivered a strong year, with
signifi cant organic tenancy growth across
our nine markets. Adjusted EBITDA rose by
12% year-on-year, net leverage reduced from
4.0x to 3.4x, and the share price increased
by 80%. We thank our colleagues across all
markets for their contributions.
We also appreciate shareholders’ continued
support. At the 2025 AGM, 98.8% of
votes cast supported the 2024 Directors’
Remuneration Report.
During the year, the Committee met seven
times. Agenda items included the proposed
Directors’ Remuneration Policy (the Policy)
set out in this report; the 2024 Directors’
Remuneration Report; salary changes for
Executive Directors and the wider workforce;
outcomes for the 2024 annual bonus and
the 2022 Long-Term Incentive Plan (LTIP);
target setting for the 2025 and 2026 annual
bonuses and LTIPs; and the grant of the 2025
all-employee share awards.
Executive Director remuneration in respect
of the 2025 fi nancial year
The current Policy operated as intended
during the year and the Committee
did not exercise any discretion over
formulaic outcomes.
As disclosed in the 2024 report, new salaries
for the Group CEO and Group CFO took
eff ect from 1 April 2025 and 1 January 2025
respectively. No further salary changes were
made during the year.
The 2025 annual bonus was assessed
against Adjusted EBITDA, recurring free cash
fl ow, free cash fl ow, network performance,
strategic projects and international standards.
Targets were set and approved by the
Committee in the fi rst quarter of 2025, with
consideration given to their appropriateness
Richard Byrne
Chair, Remuneration Committee
Committee membership and attendance
Member Attendance (7)
Richard Byrne (Chair) 7
Sir Samuel Jonah, KBE, OSG 7
Alison Baker 7
Sally Ashford 7
and alignment with the 2025 business plan
and prevailing market expectations.
After reviewing the formulaic outcomes, the
Committee determined that no discretion or
adjustments were necessary. Accordingly,
Tom Greenwood and Manjit Dhillon will
receive annual bonus awards equal to
143.7% and 119.1% of salary respectively.
This represents 82% and 79% of maximum
bonus opportunity respectively, compared to
a median of 82% for the wider workforce.
In accordance with the current Policy to defer
50% of any bonus received above target,
15.2% of the Group CEO’s bonus and 18.5%
of the Group CFO’s bonus will be deferred in
shares for three years.
The 2023 LTIP awards are scheduled to vest
in March 2026. Having reviewed performance
measures, weightings, targets, performance
delivered, vesting levels and vesting
value, the Committee determined that no
discretion or adjustments were necessary.
The formulaic and fi nal vesting level is 82.9%.
In line with the Policy, the vested portion of
the award is subject to a further two-year
holding period for the Executive Directors.
Proposed Directors’ Remuneration Policy
2026 marks the third anniversary of our
current Policy, which shareholders approved
at the 2023 AGM. This report includes the
Policy we intend to operate for the 2026–
2028 fi nancial years.
Since IPO, the Company has successfully
implemented its strategy to build, acquire
and operate telecommunications towers
that accommodate and power the needs of
multiple MNO tenants. As a result, over this
period, the Company has:
– Entered four new markets: Senegal,
Madagascar, Malawi, Oman;
– More than doubled the number of sites
from 6,974 to 14,746 whilst nearing our
2026 target of a 2.2x tenancy ratio a year
early (2.17x in 2025);
– More than doubled revenue from
US$388 million to US$854 million with
annual growth of 8% in 2025;
– More than doubled Adjusted EBITDA from
US$205 million to US$471 million with
annual growth of 12% in 2025; and
– Become free cash fl ow positive for the
fi rst time in 2024 (US$19 million) which
has more than trebled to US$66 million
in 2025.
At the Company’s Capital Markets Day
on 6 November 2025, we announced our
new fi ve-year strategy, IMPACT 2030.
The strategy targets an Adjusted EBITDA
CAGR exceeding 9% and cumulative
recurring free cash fl ow of more than
US$1.3 billion during the next fi ve
years, alongside an aim to return over
US$400 million to investors through share
buybacks and dividends over the same
period. The share buyback programme has
commenced with an initial US$75 million
authorised, which is expected to complete by
the end of 2026.
Since the IPO, the Company has operated a
Policy that meets UK market best practice
with a base salary, pension contributions
aligned with the workforce, annual bonus
with deferral and a performance share plan.
We have also operated incentives responsibly
and this has been refl ected in levels of
support at both the 2024 AGM (96.8%) and
the 2025 AGM (98.8%).
In refreshing the Policy, the Committee
considered UK regulatory requirements
and current UK best practice, alongside
international market dynamics given our
overseas footprint.
We remain guided by three principles:
– remuneration should be market-
competitive, with above-market outcomes
earned only for outperformance against
stretching targets;
– remuneration should be suffi cient to
attract and retain talent, including in the
event of an executive departure; and
– remuneration design should follow similar
principles and governance to other
FTSE companies, where this does not
compromise the fi rst two principles.
98.8%
2025 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 in operation
for the 2023–25
fi nancial years
Directors’ Remuneration Report
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1 Current view based on an ongoing wider workforce pay review to be completed in March 2026.
Directors’ Remuneration Report continued
Key proposed changes
– Recalibrate variable pay so that on-target
performance delivers remuneration
outcomes aligned with companies of
similar size and complexity.
– Increase the maximum annual bonus
opportunity from 175% to 200% of salary
for the Group CEO and from 150% to 175%
of salary for the Group CFO.
– Set the target annual bonus at 50%
of maximum opportunity, in line with
best practice.
– Increase maximum LTIP opportunity from
200% to 250% of salary. For the 2026 LTIP,
the Committee intends to grant 250% of
salary for the Group CEO and 200% of
salary for the Group CFO.
Since the IPO, the Committee has not
increased variable pay opportunities for
the Executive Directors. In considering
whether to do so, it reviewed changes in
market pay levels since IPO across its peer
benchmarking group (FTSE 350 and similarly
sized small-cap companies with significant
overseas operations).
The proposals maintain a market position
broadly consistent with that set in 2019
under the first Policy, which the Committee
considers appropriate to remain competitive.
The Committee also recognised the strong
performance of both Executive Directors,
who are now well established in their
roles and have significant PLC Board-
level experience.
The Committee further noted that the
global telecommunications towers sector is
concentrated, with many of the largest peers
based in the US. Although the Company
does not benchmark directly to these peers,
executive talent in the sector is scarce
and competition is high; accordingly, the
Committee considers the proposals justified
to support retention of a high-performing
executive team within this sector.
In deciding to increase the annual bonus
and LTIP opportunities, the Committee
considered the ratio of short- and long-term
variable remuneration in the market, as
well as the CEO’s significant shareholding
(1,461% of salary), which ensures that a
substantial proportion of his personal wealth
remains aligned with the Company's share
price performance.
By continuing to align on-target total
remuneration with companies of comparable
size and complexity, the opportunity for
executive directors to earn above-market
pay remains contingent on delivering above-
market performance through the variable
pay plans, consistent with our first principle.
Other changes to reflect UK and emerging
markets practice
– Increase shareholding requirements by
50% of salary for both Executive Directors,
resulting in revised levels of 250% of salary
for the Group CEO and 200% for the
Group CFO. This aligns with the proposed
2026 LTIP award grant levels and UK best
practice. Post-cessation requirements have
been updated accordingly.
– Introduce discretion to reduce or disapply
bonus deferral where a director has met
their shareholding requirement, while
retaining malus and clawback provisions.
Overall, these adjustments keep pace
with market developments, support our
ability to recruit and retain senior leaders if
required (our second principle), and ensure
the Policy's design remains consistent with
FTSE-standard principles and governance
(our third principle).
The Committee will continue to set
performance measures aligned to the
business’s strategic priorities and to apply
stretching targets. Given the exceptional
operational and financial performance
delivered since IPO, we believe outcomes
under our variable pay plans have
appropriately reflected both Company and
individual performance. The Committee
therefore has a strong track record of
implementing variable pay responsibly.
The relevant proposed Policy changes will be
incorporated into the rules of the Employee
Incentive Plan (EIP) currently in operation
and will be put to shareholders for a binding
vote at the 2026 AGM.
Proposed changes to dilution limits
The Company’s share plans are currently
operated within dilution limits consistent
with market practice prevalent at the time
of its IPO in 2019. In aggregate, no awards
may be granted if the total number of shares
issued, or committed to be issued, under
the Company’s employee share plans would
exceed 10% of the Company’s issued ordinary
share capital over any rolling 10-year period.
An equivalent 5% cap applies to the
operation of our discretionary plans.
In October 2024, the Investment Association
removed this separate 5% cap from its
Principles of Remuneration to afford
companies greater flexibility, while keeping
the overall 10% market standard. In line with
this principle, we propose removing the 5%
discretionary cap while retaining the 10%
aggregate limit across all plans.
The change will be reflected in the EIP and Global
Share Purchase Plan (GSPP) rules currently in
operation and will be put to shareholders for
a binding vote at the 2026 AGM.
Engagement with shareholders on the
proposed Directors’ Remuneration Policy
In November 2025, the Company hosted
a Capital Markets Day in London for
shareholders, investors, research analysts and
other stakeholders. Led by Sir Samuel Jonah,
Tom Greenwood and Manjit Dhillon, the event
covered recent performance and the IMPACT
2030 strategy, aimed at combining continued
growth with the introduction of shareholder
distributions, and provided opportunities
to engage with members of the Board, the
Executive Committee and the wider business.
Following the Capital Markets Day, I wrote
to the Company’s 30 largest shareholders
on behalf of the Committee to outline and
seek feedback on the Committee’s intentions
for the proposed Policy. This included the
proposed increases to the maximum annual
bonus and LTIP opportunities, as well as the
proposed increases to Executive Director
shareholding requirements.
In total, shareholders representing more
than 70% of our share register were
contacted. At their request, I held one-to-
one discussions with individual shareholders
to answer questions, provide further
clarification and hear their views. We also
shared the shareholder communication with
leading proxy advisors. The Committee has
taken feedback received into account.
Executive Director remuneration in 2026
2026 salary
In line with the Policy, the Committee
reviews Executive Director salaries annually,
considering individual and Company
performance, role scope, market positioning
and retention of 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
strongly and have been instrumental in the
Group’s progress.
The Committee has decided, with effect from
1 April 2026, to increase Tom Greenwood's
and Manjit Dhillon's salaries by 3.0% to
£709.7k and £454.3k respectively, in line with
increases for the wider UK workforce
1
where
pay levels are broadly aligned to the market.
2026 annual bonus
The 2026 annual bonus performance
measures and weightings are detailed on
page 125. Following our 2025 changes to
measures and weightings, the Committee has
reconfirmed that they remain appropriate
and aligned to the business plan and IMPACT
2030 strategy.
The specific bonus targets are deemed
commercially sensitive and will therefore
be fully disclosed in next year’s Directors’
Remuneration Report.
Under the proposed Policy, 50% of bonus
amounts earned above target performance
will be deferred in shares for a three-year
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All-employee HT SharingPlan awards
During the year, all employees were granted
a share-based award of equal value, on the
same terms, regardless of role or location.
In addition, all employees received a three-
year performance share award of equal
value, on the same terms, to incentivise the
digitalisation and automation of processes
across all business functions. The awards
vest after three years, subject to continued
employment and good leaver provisions.
The 2022 HT SharingPlan award vested
during the year, with around 400 employees
receiving the vesting value of their awards.
Under both the current and proposed
Policies, Executive Directors do not
participate in the HT SharingPlan.
Looking ahead to the AGM
The proposed Policy and amended share plan
rules will be put to shareholders for a binding
vote, and this Directors’ Remuneration Report
will be subject to an advisory vote, at the 2026
AGMon 14 May 2026.
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
the proposed Policy and/or this report.
Richard Byrne
Chair, Remuneration Committee
11 March 2026
period. Where an Executive Director has
met their shareholding requirement, the
Committee may, at its discretion, reduce the
level of bonus deferral, including to nil.
2026 LTIP award grant
The performance conditions for the 2026 LTIP
are set out on page 126. The Committee has
determined that the Adjusted EBITDA per
share metric will be replaced with cumulative
recurring free cash flow per share in order
to incentivise cash flow generation and
strengthen the alignment of management
and senior employee incentives with the
Company's new IMPACT 2030 strategy,
which targets cumulative shareholder
distributions of more than US$400 million
over the next five years. Adjusted EBITDA will
remain an annual bonus metric to continue
incentivising growth.
The weightings of the four 2026 LTIP metrics
are 35% cumulative recurring free cash flow per
share, 35% return on invested capital (ROIC),
20% relative total shareholder return (TSR) and
10% impact scorecard, thereby incentivising
cash generation, capital efficiency, shareholder
returns and sustainability.
The impact scorecard aligns incentives
with the Company’s Sustainable Business
Strategy and comprises two equally
weighted performance measures linked to
digital inclusion and diversity. Compared with
previous awards, the Committee has
decided to remove the emissions per tenant
performance measure because carbon
accounting requires frequent rebaselining
and retrospective revisions to emissions
factors, making it difficult to set targets and
risks revisions to outcomes after awards have
vested. The Company remains committed to
reducing its emissions per tenant, as well as
minimising its fuel consumption and overall
environmental impact.
We expect to grant the 2026 LTIP awards in
the second quarter of 2026. Awards granted
to Executive Directors will be subject to a
three-year performance period followed
by an additional two-year holding period,
resulting in a total timeframe of five years.
Non-Executive Director remuneration
in2026
Introduction of a Non-Executive Director
shareholding requirement
With effect from 1 April 2026, the Company
has decided to introduce a shareholding
requirement for the Chair of the Board and
all Independent Non-Executive Directors
(INEDs) to strengthen alignment with
shareholders and reinforce long-term
stewardship. The requirement is set at a level
equal to 1x the INED base fee. The Chair of
the Board and INEDs have five years to meet
this requirement. The Company views this as
a progressive step in shareholder alignment.
Ensuring continued market competitiveness
The uplift ensures that Non-Executive
Director fees remain competitive, particularly
relative to the US-listed and private market
environment, where competition for
experienced directors is increasingly strong,
as well as in the resources sector where
the Company competes for directors with
experience operating in Africa.
Uplift to Non-Executive Director base fees
to support the shareholding requirement
The Chair of the Board and Executive
Directors reviewed INED fees and the
Committee (excluding the Chair of the
Board) reviewed the Chair of the Board's fee.
Following a proposal from the Group CEO,
to facilitate the attainment of the new
shareholding requirement, the INED base fee
will increase by 50%, and the Board Chair fee
will rise by a commensurate sterling amount.
The changes result in a total fee increase of
approximately 29–35% for INEDs and 12.5%
for the Chair of the Board, driven by the
increase in base fees, with additional role fees
unchanged (other than the aforementioned
workforce engagement adjustment).
Assuming a constant share price, meeting
the shareholding requirement within five
years would require directors to commit
more than the after-tax fee increase, resulting
in lower net cash compensation than under
the current fee structure.
Additional role fees will remain unchanged,
except Sally Ashford's fee for her role as
Non-Executive Director for workforce
engagement which will increase from £18.5k
to £21.5k, aligning with the fee earned for the
role of Committee Chair and appropriately
reflecting the time and travel commitment
required for this role.
Non-Executive Director fee changes will
take effect from 1 April 2026. Non-Executive
Directors representing legacy institutional
shareholders will continue to receive no fees.
Engagement with the workforce
Executive Directors and Executive
Committee members visited all markets
during the year, taking the opportunity to
engage with colleagues and hold roundtables
with local teams to discuss opportunities and
challenges. The Company holds quarterly
Group-wide town halls and biannual strategy
days to ensure consistent engagement.
It also 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 in
Ghana, Senegal and Oman. The designated
Non-Executive Director for workforce
engagement, Sally Ashford, held ‘Voice of the
Employee’ sessions with the wider workforce
in Oman and the UK, where employees had
the opportunity to express their opinions
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. Together, the all-employee
HT SharingPlan and the LTIP embed our
values by fostering an ownership mindset
and rewarding sustainable performance and
inclusive behaviours across all our markets.
Directors’ Remuneration Report continued
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Directors’ Remuneration Report continued
At a glance
14,746
31,944
US$854m
US$471m
US$208m
13.5%
Sites
Adjusted EBITDA
Tenancies
Recurring free cash flow
Revenue
ROIC
+3%
+9%
+8%
+12%
+40%
+0.6ppt
Company performance in 2025
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 2025
The following table sets out the fixed and variable remuneration received by the Executive
Directors in respect of the financial year ended 31 December 2025, including 2024
for comparison.
The 2023 LTIP award concluded its performance period on 31 December 2025 with a formulaic
vesting outcome of 82.9%. The award is scheduled to vest in March 2026.
Tom Greenwood
Group CEO
2025
£'000
2024
£'000
Fixed pay Base salary 679 642
Benefits 56 52
Pension 61 58
Variable pay Annual bonus 990 801
LTIP 1,435 495
Total 3,221 2,048
Manjit Dhillon
Group CFO
2025
£'000
2024
£'000
Fixed pay Base salary 441 402
Benefits 6 6
Pension 40 36
Variable pay Annual bonus 525 401
LTIP 673 232
Total 1,684 1,076
The Group CEO and Group CFO were granted LTIP awards in respect of the 2025 financial
year, equal to 200% and 150% of their respective salaries. The performance measures of
Adjusted EBITDA per share, ROIC, relative TSR and impact scorecard are assessed over the
three-year period from 1 January 2025 to 31 December 2027. Further details of the 2025 LTIP
grant including targets and vesting ranges are disclosed on pages 120–121.
Executive Directors’ shareholding as at 31 December 2025
As at 31 December 2025, the Executive Directors met their shareholding requirement under
both the current Policy and the proposed Policy.
Executive Director
Current Policy
Shareholding
requirement
% of base salary
Proposed Policy
Shareholding
requirement
% of base salary
Shareholding as at
31 December 2025
% of base salary
Tom Greenwood, Group CEO 200% 250% 1,461%
Manjit Dhillon, Group CFO 150% 200% 296%
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Directors’ Remuneration Report continued
Application of the proposed Policy in 2026
Overview of quantum
Base salary
Executive Director
before
1 April 2026
£’000
from
1 April 2026
£’000
Pension
% of base
salary
Annual bonus
maximum
% of base
salary
1
LTIP
maximum
% of base
salary
1
Tom Greenwood, Group CEO 689.0 709.7 9% 200% 250%
Manjit Dhillon, Group CFO 441.0 454.3 9% 175% 200%
1 The annual bonus and LTIP grant will be calculated using base salary from 1 April 2026, aligned with the
practice applied to the wider workforce.
2026 annual bonus operation
Performance measures and weightings:
Adjusted EBITDA
Financial
30%
Recurring free cash flow
Financial
25%
Free cash flow
Financial
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 exceeding target performance levels will normally be deferred
in shares with a three-year vesting period. Where an Executive Director has met their
shareholding requirement, the Committee has the discretion to reduce the level of bonus
deferral, including to nil.
Further details of the 2026 annual bonus are provided on pages 124–125.
2026 Long-Term Incentive Plan operation
Four LTIP performance measures have been chosen to incentivise cash generation, capital
efficiency, shareholder returns and sustainability.
Performance measures are assessed over a three-year period with the following threshold
(25%) vesting to maximum (100%) vesting ranges.
Cumulative recurring free
cash flow per share
Cash generation
35%
Targets:
US$0.60–US$0.75
FY26–28
Return on invested
capital
Capital efficiency
35%
Targets:
10%–16%
FY28
Relative TSR
Shareholder returns
20%
Targets:
median-upper quartile
performance
Impact scorecard
Two equally weighted sustainability measures
10%
Targets:
Population coverage: 2.5%–6.0% CAGR
% female staff: 28%–32%
There is a two-year post-vesting holding period, making a five-year vesting and holding period
in total.
Further details of the 2026 LTIP award are provided on pages 125–126.
Malus and clawback
Cash bonuses are subject to clawback for three years from payment; malus may be applied
toany deferred bonus before vesting.
LTIP awards are subject to clawback for two years from vesting; malus may be applied to LTIP
awards before vesting.
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Directors’ Remuneration Report continued
Policy item Policy and operation Maximum % base salary Performance measures Material changes versus the previous Policy
Salary – Broadly aligned to the median of the marketbenchmark
– Reviewed annually
– None – None – No change
Benefits – Market-competitive benefits including life
andmedicalinsurance
– Relocation allowances may be offered
whereappropriate
– None – None – No change
Pension – 9% of base salary
– In line with wider workforce contributions
– None – None – No change
Annual bonus – Target for Group CEO: 100% of base salary
– Target for other Executive Directors: 87.5% of
basesalary
– Normally, deferral in shares of 50% of any bonus
awarded forabove-target performance
– Malus and clawback provisions apply
– Group CEO: 200%
– Other Executive
Directors: 175%
– At least 75% assessed against strategic
financial measures
– Linear payout between threshold
(0% payout) andmaximum
– 2026 measures are Adjusted EBITDA,
recurring free cash flow, free cash flow,
network performance, strategic projects
and international standards
– Increase to the maximum bonus that
maybepaid from 175% to 200% for the
Group CEO and 150% to 175% for other
Executive Directors.
– No change to CEO target bonus such that
on-target bonus is set at 50% of maximum
for all Executive Directors.
– Discretion to disapply bonus deferral where a
director has met the shareholding requirement.
LTIP – Granted annually
– Three-year vesting period
– Two-year post-vesting holding period
– Performance conditions apply
– Committee discretion to adjust vesting levels,
consulting shareholders where appropriate
– Malus and clawback provisions apply
– Executive Directors:
250%
– Financial, shareholder return and
strategic performance targets
– Linear vesting between threshold
(25% vest) and maximum
– 2026 measures are cumulative recurring
free cash flow per share, ROIC, relative
TSR and impact scorecard
– Increase to the maximum LTIP that may be
awarded, from 200% for the Group CEO and
150% for other Executive Directors, to 250%
of salary.
– Application in 2026:
Group CEO: 250% of salary
Group CFO: 200% of salary
Shareholding
requirement
– Group CEO: 250% of base salary
– Other Executive Directors: 200% of base salary
– Five years to obtain the shareholding requirement
– Retention of vested share awards expected
untilachieved
– Two-year post-cessation requirement
– None – None – The shareholding requirements have
increased by 50% of salary for each
Executive Director to mirror the increases
of the LTIP awards to be granted in 2026.
Non-
Executive
Directors
– Annual base fee, which may be paid in cash, shares in
the Company or a combination of both. Cash payments
may also be used to purchase shares in the Company
– Further fees for additional roles, responsibilities and/or
services, including those carried out on atemporary basis
– No participation in incentive or share schemes
– No pension entitlement
– Shareholding requirement: 1x the Non-Executive
Director base fee, attained within five years
– Fees must not
exceed the limit
prescribed within
the Company’s
Articles of
Association
– None – Clarifies that Non-Executive Director fees
may be paid in either cash, shares in the
Company or a combination of both, and
that cash may be used to purchase shares
in the Company.
– Clarifies where additional fees may
bepayable.
– Introduction of a Non-Executive Director
shareholding requirement.
Summary elements of the proposed Policy
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Directors’ Remuneration Policy
In 2025, the Committee conducted its triennial review of the Policy and believes that the
remuneration structures within the Policy remain fit for purpose and aligned with Company
strategy. The core structure will therefore retain the market-standard elements of base salary,
benefits, pension aligned to the workforce, annual bonus and LTIP.
This section sets out the proposed Policy, which has been prepared in accordance with the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
(as amended) (the Regulations). The Policy will be subject to a binding shareholder vote at the
AGM on 14 May 2026 and, subject to shareholder approval, will become effective from that
date. Although the Policy is intended to apply for three years, the Company can choose to
bring a new policy to a vote before the end of this period.
The Policy is based on the principles that:
– Remuneration should be market-competitive, with above-market outcomes earned only for
outperformance against stretching targets;
– Remuneration should be sufficient to attract and retain talent, including in the event of an
executive departure; and
– Remuneration design should follow similar principles and governance to other FTSE-listed
companies, where this does not compromise the first two principles.
The Company is committed to achieving high standards of corporate governance. Therefore,
the principles of the UK Corporate Governance Code 2024 (the Code) were taken into
consideration when developing this Policy. In particular, the Committee believes the proposed
Policy is:
– simple, being in line with standard market practice for a UK-listed company;
– clear to both participants and shareholders;
– risk-aligned through features such as malus and clawback provisions and the Committee’s
ability to overrule formulaic incentive outcomes;
– aligned with strategy and performance by providing a significant proportion of Executive
Director pay based on overall corporate performance, and particularly long-term
performance; and
– aligned to the culture and business strategy of Helios Towers, by using appropriate
performance measures.
Further information on the review of the Policy and the rationale for the proposals are set out
on pages 101–103.
Engagement with shareholders during the development of the newPolicy
The views of shareholders and their advisory bodies are also central to informing our thinking.
The Committee takes its duty to all stakeholders seriously and actively seeks open dialogue on
its approach to remuneration.
As part of the Committee's review of the Policy, the Remuneration Committee Chair
conducted an extensive consultation exercise with shareholders in the fourth quarter of 2025.
On behalf of the Committee, Richard Byrne wrote to the Company’s 30 largest shareholders to
set out the Committee’s intentions for the proposed Policy and to seek feedback.
In total, shareholders representing more than 70% of the Company’s shareholder base
were contacted. At their request, Richard held discussions with individual shareholders to
address questions, provide further clarification and hear their views. The communication to
shareholders was also shared with leading shareholder proxy advisors. Feedback received
has been taken into consideration by the Committee.
At the 2026 AGM on 14 May 2026, the Company will seek the formal support of its
shareholders on matters relating to Executive Director remuneration, including this proposed
Policy. The Committee will ensure that it considers all feedback received from shareholders
during this process.
Executive Directors
Base salary
Principles
To attract and retain Executive Directors of the right calibre and with the required skills to
successfully develop and execute the business strategy.
Base salary is the core element of pay, reflecting the individual’s role and responsibilities within
the Company, as well as their experience.
Policy and operation
We aim for salary to be broadly aligned to the median of the market benchmark.
Salaries will be reviewed annually, typically prior to 1 January. In reviewing base salaries,
the Remuneration Committee will consider:
– the performance of the Company and individual;
– any changes in responsibilities or scope of the role; and
– pay practices in relevant comparator companies of a broadly similar size and/or that operate
in the same sector.
Maximum
There is no prescribed maximum. However, it is anticipated that any salary increases will,
over time, generally be in line with those awarded to the wider workforce.
Higher increases may be made in certain circumstances including, but not limited to:
– changes in role and responsibilities;
– market levels; and
– Company and individual performance.
Performance measures
No performance conditions apply.
Changes to previous policy
No material changes.
Benefits
Principles
To provide market-competitive benefits valued by recipients.
Directors’ Remuneration Report continued
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Policy and operation
The Executive Directors are entitled to receive benefits in kind, including life insurance, medical
insurance and gym membership. Other appropriate and market-competitive benefits may be
provided in the future but are not expected to be significant.
Where an Executive Director is required to relocate to perform their role, they may be offered
appropriate relocation allowances and international transfer-related benefits.
Benefits will be reviewed annually by the Remuneration Committee.
Maximum
The value of benefits delivered will depend on the cost of providing these items, and there is
no prescribed maximum.
Performance measures
No performance conditions apply.
Changes to previous policy
No material changes.
Pension
Principles
To provide retirement benefits in line with the wider workforce.
Policy and operation
Pension contribution rates (or allowances in lieu) for Executive Directors will be aligned with
those available to the workforce.
Maximum
9% of base salary, subject to change if the contributions available to the wider workforce
increase or decrease.
Performance measures
No performance conditions apply.
Changes to previous policy
No material changes.
Annual bonus
Principles
To focus the Executive Directors on the successful delivery of business performance and
strategy, over one financial year.
Policy and operation
The purpose of the annual bonus is to reward performance over one financial year.
Once set, performance measures and targets will generally remain unchanged for the year,
except to reflect events where, in the Committee’s opinion, it is necessary to make appropriate
adjustments. For example, corporate acquisitions and other major transactions.
The target bonus is 100% of base salary for the Group CEO and 87.5% of base salary for the
CFO. Except as set out below, 50% of any bonus awarded for above-target performance
will be deferred for three years in shares, subject to continued employment and good leaver
conditions. To the extent awards vest, dividends and dividend equivalents will be payable
on deferred shares during the vesting period and, in the case of awards granted as nil cost
options, will be payable until the date of exercise.
Where an Executive Director has met their shareholding requirement, the Committee has the
discretion to reduce the level of bonus deferral, including to nil. The Committee has discretion
to withhold or increase all or part of the bonus if the Committee considers that the formulaic
outcome is not a fair reflection of underlying performance.
Malus and clawback provisions apply as explained in more detail in the notes to this
policy table.
Maximum
Group CEO: 200% of base salary.
Other Executive Directors: 175% of base salary.
Performance measures
Performance will be assessed against strategic financial and non-financial measures to provide
a more rounded assessment.
Although specific measures may be amended each year to reflect the business strategy, at
least 75% of the bonus will be assessed against strategic financial measures. Examples of
strategic financial measures which may be used include revenue, Adjusted EBITDA, recurring
free cash flow, free cash flow and net leverage.
There will be a 0% payout for threshold performance, with linear payout between threshold
and maximum.
Changes to previous policy
An increase has been made to the maximum bonus that may be paid to the Group CEO and
other Executive Directors. In the case of the Group CEO, there is no increase in the target
annual bonus, such that there is a consistent approach to the calibration of target annual
bonus for all Executive Directors, being 50% of the maximum annual bonus, in line with UK
best practice.
In line with emerging UK practice, the Committee has the discretion to disapply bonus deferral
where the Executive Director has met their shareholding requirement.
Long-Term Incentive Plan (LTIP)
Principles
The LTIP represents the long-term incentive aspect of the Executive Directors’ overall
remuneration package, with the aim of motivating and rewarding them for the long-term
delivery of sustained performance and value creation for shareholders.
Policy and operation
LTIP awards will normally be granted on an annual basis. They may be granted as nil-cost
options or restricted shares that vest subject to a three-year performance period where
specified performance conditions are satisfied.
After vesting, awards will be subject to a further holding period of at least two years.
The Remuneration Committee retains discretion to adjust the vesting levels to ensure they
reflect underlying business performance and any other relevant factors. The Committee will
normally consult with shareholders where appropriate before using its discretion to increase
the outcome.
Directors’ Remuneration Report continued
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Dividends or dividend equivalents will be payable on vested awards during the vesting and
holding period and, in the case of awards granted as nil cost options, will be payable on vested
awards until the date of exercise.
Malus and clawback provisions apply; these are explained in more detail in the notes to this
policy table.
Maximum
Executive Directors: 250% of base salary.
Performance measures
These will normally comprise a combination of financial, shareholder return and strategic
performance targets.
Prior to award, the Committee will determine the measures, targets and weightings. For 2026,
the LTIP comprises four measures – cumulative recurring free cash flow per share (35%),
return on invested capital (35%), relative TSR (20%) and impact scorecard (10%) – assessed
over three years, followed by a two-year holding period. The impact scorecard comprises two
equally weighted, quantifiable sustainability metrics aligned with the Company’s Sustainable
Business Strategy.
For threshold performance, 25% of the maximum award will vest, with linear vesting between
threshold and maximum performance.
Changes to previous policy
The maximum LTIP award that may be granted has increased to 250% of base salary.
The proposed levels of award to each Executive Director will be set out in the remuneration
report each year. Dividend equivalent entitlements may accrue on vested but unexercised
nil-cost options.
Shareholding requirement
Principles
Minimum shareholding requirement for the Executive Directors to further promote the
alignment of interests of the Group CEO and other Executive Directors with shareholders by
tying up a proportion of their wealth in the business.
Policy and operation
The current Executive Directors are subject to the following shareholding requirements:
– Group CEO: 250% of base salary.
– Other Executive Directors: 200% of base salary.
A new incoming Executive Director would have five years to obtain the necessary
shareholding. Where the shareholding requirement increases, an Executive Director will have
five years from the date of the increase to achieve the additional requirement.
Deferred bonus and LTIP awards that have vested count towards the shareholding
requirement, including unexercised options. Unvested deferred bonuses not subject to
performance conditions count towards the shareholding requirement on a pre-tax basis.
Unvested LTIP awards do not count towards the shareholding requirement.
Under the terms of the Company’s Shareholding Policy, Executive Directors are expected to
retain all vested share awards until they achieve their shareholding requirement, excluding
share sales to pay tax in relation to the vesting or exercise of awards.
Post-cessation shareholding requirement
The Executive Directors will be required to hold shares of a value equal to the lower of 100%
of the shareholding requirement and their actual shareholding on cessation, for a period of
two years post-cessation. The Committee will have the discretion to waive this requirement in
certain exceptional personal circumstances in accordance with the terms
of the Shareholding Policy.
Maximum
Not applicable.
Performance measures
Not applicable.
Changes to previous policy
The shareholding requirements have increased by 50% of salary for each Executive Director,
which mirrors the increases of the LTIP awards to be granted in 2026.
Non-Executive Directors
Directors’ fees
Principles
The Company offers fixed-fee remuneration to attract and retain high-calibre and experienced
individuals to serve on the Board by offering market-competitive fee arrangements.
Policy and operation
The Chair receives an annual fee.
Independent Non-Executive Directors receive an annual base fee. They may receive further
fees for additional responsibilities including the roles of Senior Independent Director, Audit
Committee Chair, Remuneration Committee Chair, Non-Executive Director for workforce
engagement, and for being a member of a committee. They will be entitled to an additional
fee if they are required to perform any specific and additional services. For example, where the
time commitment required of Non-Executive Directors increases significantly on a temporary
basis, an additional fee may be paid calculated on a per diem basis. Chair and membership
fees may be introduced for any new committees.
Fees are subject to review, taking into account time commitment, responsibilities and
market practice.
All Non-Executive Directors are entitled to be reimbursed for reasonable expenses incurred in
connection with their duties, including any tax due on these benefits.
Non-Executive Directors do not participate in incentive or share schemes or receive a pension
provision. Chair and Non-Executive Director fees may be paid in cash, shares in the Company
or a combination of both. Cash payments may also be used by the Chair and Non-Executive
Directors to purchase shares in the Company.
Maximum
The aggregate fees and any benefits of the Chair and Non-Executive Directors will not exceed
the limit prescribed within the Company’s Articles of Association (currently £5 million per
annum in aggregate). Any increases in fee levels made will be appropriately disclosed.
Directors’ Remuneration Report continued
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Performance measures
No performance conditions apply.
Changes to previous policy
Clarification of where additional fees may be payable and that fees may be paid in cash,
shares, a combination of both, or cash may be used to purchase shares in the Company.
Shareholding requirement
Principles
Minimum shareholding requirement to promote the alignment of interests of the
Non-Executive Directors with shareholders.
Policy and operation
The Chair and the Independent Non-Executive Directors are subject to a shareholding
requirement equal to one times the Independent Non-Executive Director base fee.
Non-Executive Directors have five years to obtain the necessary shareholding. Where the
shareholding requirement increases, a Non-Executive Director will have five years from the
date of the increase to achieve the additional requirement.
Post-cessation shareholding requirement
Not applicable.
Maximum
Not applicable.
Performance measures
Not applicable.
Changes to previous policy
Introduction of a shareholding requirement for the Non-Executive Directors.
Notes to the Policy table
Operation of incentive plans
Incentive plans will always be operated in line with the Policy, the relevant plan rules and the
UK Listing Rules. The Committee also retains discretion in specific areas:
– the selection of participants in each plan;
– the timing of an award and/or payment;
– the size of an award/bonus opportunity subject to the maximum limits set out in the
Policy table;
– the selection of performance measures, weightings and targets that will apply each year
and any adjustments thereof;
– adjustments to awards and/or vesting levels and the application of any
deferral requirements;
– the treatment of awards in the event of a change of control, restructuring or other
corporate event;
– the treatment of leavers; and
– amendments to plan rules in accordance with their terms.
In the case of Executive Directors, any use of discretion by the Committee will be disclosed
in the relevant annual report on remuneration.
Performance measures and targets
The annual bonus measures, which are fundamental to the Company’s future growth, are
designed to balance rewards for strategic financial performance, operational excellence,
sustainability and successful delivery of the strategy. For the LTIP, performance measures will
align participants with the delivery of long-term sustainable value for shareholders.
Targets for the incentive plans are set using a range of reference points which may include the
strategic plan, long-term business goals and external consensus forecasts for the Company
and the market to ensure the required performance level is appropriately stretching.
The Committee may amend the conditions applying to the annual bonus and LTIP if the
Committee considers this appropriate. Any changes must, in the opinion of the Committee,
be fair, reasonable and materially no less or more challenging than the original conditions.
Malus and clawback provisions
At the Committee's discretion, malus and clawback provisions may be applied in exceptional
circumstances, including: material misstatement of accounts or errors in calculating the
award; gross misconduct; behaviours that the Directors determine have resulted in material
reputational damage to any or all members of the Group; and, in respect of LTIP and deferred
bonus awards, a material loss that should have been prevented through adequate risk
management, or a participant’s material error.
The provisions apply to both the annual bonus and LTIP. Cash bonuses are subject to clawback
for three years from payment, and malus may be applied to any deferred bonus prior to
vesting. LTIP awards are subject to malus prior to vesting and clawback for two years from
vesting. Clawback ceases to apply following a change of control.
The malus and clawback periods have been set to reflect the timeframe in which the
Company's financial reporting, control, audit, and risk management processes would
typically identify a material misstatement, gross misconduct, a control failure or a risk
management failure.
Directors’ Remuneration Report continued
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External appointments
The Company’s policy is to permit an Executive Director to accept non-executive
appointments outside the Company, provided these do not conflict with the individual’s duties
to the Company and are approved by the Board. When an Executive Director takes on such a
role, they may be entitled to retain any fees that they earn from that appointment.
Remuneration Policy on recruitment
The Company’s recruitment Remuneration Policy aims to give the Committee sufficient
flexibility to secure the appointment and promotion of high-calibre executives to strengthen
the management team with the skill sets needed to deliver our strategic aims.
In setting a package for a new Executive Director, the Committee’s starting point will
be to apply the general Policy for Executive Directors as set out above, and structure a
package accordingly.
Therefore, the annual bonus plan and LTIP awards will operate as detailed in the general Policy
for any newly appointed Executive Director. This includes the maximum award levels (for
the annual bonus, 200% of salary for the Group CEO and 175% of salary for other Executive
Directors; and, for the LTIP awards, 250% of salary). For an internal appointment, any variable
pay element awarded in their prior role may either continue on its original terms or be adjusted
to reflect the new appointment, as appropriate.
For both external and internal appointments, the Committee may agree to the Company
paying relocation expenses it considers appropriate, in accordance with the Remuneration
Policy table.
For external candidates, the Company may also need to buy out awards forfeited by an
individual on leaving their previous employer. For the avoidance of doubt, buyout awards are
not subject to a formal cap, but any non-buyout awards related to recruitment will be subject
to the limits for the annual bonus plan and LTIP awards, as stated in the general Policy.
Details of any recruitment-related awards will be appropriately disclosed.
The Company will not pay more than necessary for any buyout, with payment normally limited
to the Committee’s estimate of the fair value of the awards being foregone. This will reflect
all relevant factors such as any performance conditions attached to these awards, the form in
which they were granted and the timeframe over which they would have vested. In all cases,
the Committee will in the first instance seek to deliver any such awards under the terms of the
existing annual bonus plan and LTIP awards. However, there may be instances when a more
bespoke approach is needed.
Policy on payments for loss of office
The Company may require Executive Directors to work their notice period or may choose to
place the individual on ‘gardening leave’ if this is the most commercially sensible approach.
In the event of termination, certain restrictions may apply for a period of up to 12 months to
protect the business interests of the Company.
Payment in lieu of notice may be made for the unexpired portion of the notice period; this
is limited to the Executive Director’s base salary and is subject to mitigation. The Company
may make such payments in monthly instalments. The employment of each Executive
Director is terminable with immediate effect, and without payment in lieu of notice, in certain
circumstances, including gross misconduct.
Directors’ Remuneration Report continued
The treatment of any outstanding incentive awards will be determined based on the
circumstances of the Executive Director’s departure, as summarised in the following table.
The Committee may classify an individual as a ‘good leaver’ if they leave due to serious
illness, injury or disability; retirement; the sale or transfer of the employing company or
business (other than on a change of control); or for other reasons specifically approved by
the Committee.
Treatment
for good
leavers
– Salary and pension contribution may be paid as a lump sum for the notice
period, or progressively over the notice period, subject to mitigation.
– Bonus in the year of departure will be paid on a pro-rata basis at the
Committee’s discretion.
– Unvested bonus shares will vest as per the original vesting schedule, at the
Committee’s discretion.
– No new grant of LTIP awards will be made. Unvested LTIP awards will vest on a
pro-rata basis.
– Where awards are granted as options, vested but unexercised options will
remain exercisable.
– The Committee will have discretion to remove good leaver classification in certain
circumstances. For example, if an individual joins a competitor after leaving.
– In all cases, the level of award vesting will be based on performance and will,
by default, continue to vest at the same time as awards for non-leavers. The
Committee has discretion to accelerate vesting in exceptional circumstances.
In the event of death, payments will typically be paid as soon as possible after
receiving notification.
Treatment
for all other
leavers
– No payment will be made for salary and pension, except during the notice period.
– No annual bonus entitlement will apply unless employed for the full bonus year,
although a pro-rata bonus may be awarded in certain circumstances.
– Unvested bonus awards at the date of departure will lapse in full.
– Unvested LTIP awards at the date of departure will lapse in full.
– Where awards are granted as options, vested but unexercised options will
remain exercisable.
– All awards are subject to malus and clawback, so even once fully vested, they
can be clawed back for egregious behaviour.
Change
of control
– Unless the Committee determines otherwise, in-flight deferred bonus awards
will vest in full on a change of control.
– Unless the Committee determines otherwise, annual bonuses will be paid on or
around the date of the change of control, and LTIP awards will vest on or around
the date of the change of control. In each case, unless the Committee determines
otherwise, the level of payment/vesting will be pro-rated on a time basis and
subject to the achievement of performance conditions (and available discretions).
– Where performance is to be assessed part-way through the performance
period, the Committee may project the Company’s performance in order to
assess the appropriate outcome against any performance conditions.
– The Committee retains discretion to waive bonus deferral in respect of any
annual bonus payable on a change of control.
– In line with the Employee Incentive Plan (EIP) rules, the Committee retains
discretion to waive any holding periods in the event of a change of control.
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Consideration of employment conditions elsewhere in the Company
The Company’s pay, and employment conditions generally, are considered when setting
Executive Directors’ remuneration. The Committee receives regular updates including,
but notlimited to, changes in base pay, any staff bonuses in operation and the ratio of the
GroupCEO to median employee pay.
In line with the Code, the Committee is fully informed on, and considers, wider employee
remuneration and related policies. This includes the following as they apply to the
wider workforce:
– salary increases;
– opportunities and payments under annual bonus plans;
– operation of incentive plans and share-based schemes; and
– total remuneration levels.
The Committee oversees share plans in which Executive Directors and all eligible employees
participate. Reflecting standard practice, the Committee does not currently consult with
staff when preparing the Company’s Directors’ Remuneration Report or when setting
the underlying remuneration policy. The Committee will, however, continue to monitor
developments in this area. It will also continue to appoint a Non-Executive Director for
workforce engagement. This helps to ensure that wider workforce pay conditions and
remuneration practices are taken into account in the Committee's deliberations.
Remuneration of Executive Directors compared with employees
There are no material differences between the Company's policy on Executive Director
remuneration and that of the wider workforce. As for Executive Directors, employee
remuneration generally comprises:
– base salary, pension contributions and benefits, including life assurance cover of four
times salary;
– annual bonus, with target and maximum opportunities set as a percentage of salary,
including an element linked to Company performance and generally based on the same
performance measures as those used for the Executive Directors; and
– share-based compensation, in the form of:
– LTIP awards for senior management and key personnel, granted annually on the same
performance measures, terms, and subject to malus and clawback provisions; and
– HT SharingPlan awards, granted annually to all employees on an equal-value basis and
on the same terms, regardless of role or country of employment. Awards vest after three
years, subject to continued employment and good leaver provisions. Under the Policy,
Executive Directors are not permitted to participate in the HT SharingPlan.
Unlike Executive Directors, employees are not subject to a shareholding requirement, bonus
deferral in shares, or post-vesting holding periods for share-based awards.
Consideration of shareholder views
The Committee is fully aware of its responsibility to shareholders and maintains an open
dialogue on executive remuneration. The views of shareholders and their representative bodies
are important to us when determining the appropriate approach to remuneration.
As part of the Committee’s review of the Policy, the Remuneration Committee Chair
conducted an extensive consultation exercise with shareholders in the fourth quarter of 2025.
On behalf of the Committee, Richard Byrne wrote to the Company’s 30 largest shareholders to
set out the Committee’s intentions for the proposed Policy and to seek feedback.
In total, shareholders representing more than 70% of the Company’s shareholder base
were contacted. At their request, Richard held discussions with individual shareholders to
address questions, provide further clarification and hear their views. The communication to
shareholders was also shared with leading shareholder proxy advisors. Feedback received has
been taken into consideration by the Committee.
At the 2026 AGM on 14 May 2026, the Company will seek the formal support of its
shareholders on matters relating to the remuneration of Executive Directors including this
proposed Policy. The Committee will ensure that it considers all feedback received from
shareholders during this process.
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 Title
Effective date of
contract
Notice period from
Company
Notice period from
Director
Tom Greenwood Group CEO 12 Sep 2019
1
12 months 12 months
Manjit Dhillon Group CFO 1 Jan 2021 12 months 12 months
1 Contract addendum signed on 28 April 2022 in relation to appointment as Group CEO.
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 Deputy Chair 12 Sep 2019 3 months
Richard Byrne Independent Non-Executive Director 12 Sep 2019 3 months
Sally Ashford Independent Non-Executive Director 15 Jun 2020 3 months
Carole Wainaina Independent Non-Executive Director 13 Aug 2020 3 months
Dana Tobak Independent Non-Executive Director 16 Sep 2024 3 months
Temitope Lawani Non-Executive Director 12 Sep 2019 3 months
David Wassong Non-Executive Director 9 May 2024 3 months
Directors’ Remuneration Report continued
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Group CEO: total remuneration
£’000
2,643
4,018
4,905
824
27%
17%
Maximum 21%
31%
42%
35%
44%
29%
54%
Target
Maximum
+50% share
price growth
Minimum
100%
Fixed Annual bonus LTIP
Group CFO: total remuneration
£’000
1,463
2,201
2,655
27%
Target
Maximum
+50% share
price growth
19%
Maximum 23%
34%
Minimum
100%
39%
36%
41%
30%
51%
Fixed Annual bonus LTIP
497
Directors’ Remuneration Report continued
Applying the Remuneration Policy: scenarioexamples
The following charts illustrate estimates of the Executive Directors’ potential remuneration
opportunity in 2026 under the Policy. The bars are split between the three different elements
of remuneration, under three different performance scenarios: ‘Minimum’, ‘Target’ and
‘Maximum’. The value of benefits provided to the Executive Directors is an estimate based on
the value provided in 2025. The annual bonus and LTIP grant are based on Executive Director
salaries effective from 1 April 2026, aligned with the practice applied to the wider workforce.
In line with reporting regulations, we also include a further illustration, assuming a 50%
growth in share price over the three-year LTIP performance period, for the maximum
performance scenario.
The assumptions used are set out below:
Minimum
performance
– Fixed remuneration only – salary, benefits and pension
– No payout under the annual bonus or LTIP
Salary
1
£’000
Benefits
£’000
Pension
£’000
Group CEO 704.5 56.4 63.4
Group CFO 451.0 5.7 40.6
1 For the Group CEO, based on a salary of £689.0k from 1 January to 31 March,
and £709.7k from 1 April to 31 December.
For the Group CFO, based on a salary of £441.0k from 1 January to 31 March,
and £454.3k from 1 April to 31 December.
Target
performance
– Fixed remuneration – salary, benefits and pension
– 100% and 87.5% of salary under the annual bonus for the Group CEO
andGroup CFO respectively
– 156.25% and 125% of salary vesting under the LTIP for the Group CEO
andGroup CFO respectively (62.5% of maximum)
Maximum
performance
– Fixed remuneration – salary, benefits and pension
– 200% and 175% of salary under the annual bonus for the Group CEO
andGroup CFO respectively
– 250% and 200% of salary vesting under the LTIP for the Group CEO
andGroup CFO respectively
Maximum
performance
+ 50% share
price growth
– Fixed remuneration – salary, benefits and pension
– 200% and 175% of salary under the annual bonus for the Group CEO
andGroup CFO respectively
– 250% and 200% of salary vesting under the LTIP for the Group CEO
andGroup CFO respectively
– Assumed 50% share price growth over three-year LTIP performance period
113
Helios Towers plc Annual Report
and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Annual Report on Remuneration
This section of the report provides details of the Directors’ remuneration for the financial
year ended 31 December 2025 and how we propose to apply the proposed Policy for 2026.
The proposed Policy, summarised on page 106 and detailed on pages 107–113, and amended
EIP and GSPP rules will be put to shareholders for a binding vote, and this full Directors’
Remuneration Report will be subject to an advisory vote at the AGM on 14 May 2026.
The views of shareholders and their advisory bodies are also central to our thinking.
We arecommitted to an 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 Chair of the Board;
– 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.
The Committee meets at least three times a year and has formal terms of reference that can be
viewed on the Company’s website. Committee attendance during 2025 is set out on pages 74
and 101.
Membership
The Board considers the Group to be compliant with the Code requirements relating to
Committee composition and roles; specifically, a Remuneration Committee should comprise
atleast three members who are all Independent Non-Executive Directors, and that the Chair
ofthe Board should not also chair the Remuneration Committee.
Independent Non-Executive Director Committee appointment date
Richard Byrne, Remuneration Committee Chair 12 September 2019
Sir Samuel Jonah 12 September 2019
Alison Baker 12 September 2019
Sally Ashford 15 June 2020
Provision 29: Cross-committee governance oversight
In line with Provision 29 of the Code, the Committee considers the Company’s internal control
environment and risk profile when making remuneration decisions. This section explains how
cross-committee membership supports an informed and joined-up approach to oversight.
The Committee recognises that effective executive remuneration decisions must be grounded
in a comprehensive understanding of Helios Towers’ risk environment, internal controls,
operational effectiveness and culture. In this context, the Committee benefits from the cross-
membership of its members on all Board Committees, which enables a deeper and more
integrated approach to oversight.
– Richard Byrne, Chair of the Remuneration Committee, also serves as a member of both
the Audit Committee and the Technology Committee, providing direct insight into control
effectiveness, audit findings, system integrity, strategic oversight and risk awareness.
– Sir Samuel Jonah, a Remuneration Committee member, is the Chair of the Board.
His dual role ensures direct alignment between remuneration decisions and overall
Board governance, enhancing the Committee’s ability to incorporate strategic oversight,
risk awareness and board-level accountability – key expectations under Provision 29 of
the Code.
– Alison Baker, a Remuneration Committee member, Senior Independent Non-Executive
Director and Chair of the Audit Committee, supports alignment between Board governance,
risk management processes, audit outcomes and executive pay decision-making, in
addition to being a confidential point of contact for shareholders, stakeholders and other
board members regarding the relationship between the Chair and CEO, and the Board’s
overall direction.
– Sally Ashford, a Remuneration Committee member, brings workforce perspective and
sustainability context through her dual role as the designated Independent Non-Executive
Director for Workforce Engagement and member of the Sustainability Committee.
This ensures that remuneration policies reflect cultural drivers, employee engagement
feedback and sustainability-related priorities.
These cross-committee roles provide a governance bridge between financial reporting, control
assurance, workforce voice and remuneration outcomes. In 2025, this connectivity enabled:
– collaborative engagement between the Remuneration and Audit Committees on internal
control planning and Provision 29 readiness;
– informed assessment of Sustainability-related KPIs in long-term incentives, based on
Sustainability Committee reporting; and
– consideration of workforce pay trends, culture and sentiment when evaluating Executive
Director salary increases and incentive outcomes.
The Committee believes this integrated oversight is essential in demonstrating to shareholders
how internal control effectiveness, operational resilience and corporate culture are reflected
in executive pay outcomes. This approach strengthens the Committee’s preparedness for
Provision 29 and reinforces our commitment to principled, outcomes-based governance
and remuneration.
Directors’ Remuneration Report continued
114
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and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
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 several KPIs
and Alternative Performance Measures – see pages 13 and 57–59.
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, pro-rated 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 2026 annual bonus performance measures are focused on:
– operating and financial performance: Adjusted EBITDA, recurring 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.
In 2026, the four LTIP performance measures selected to incentivise cash generation, capital
efficiency, shareholder returns and sustainability are:
– cumulative recurring free cash flow per share: a measure of cash generation (on a per share
basis), reflecting the starting point for capital allocation decisions, i.e. the cash generated
before (i) discretionary capital expenditure and other exceptional items, (ii) return of capital
to shareholders and lenders and (iii) future investments;
– ROIC: evaluates asset efficiency and the effectiveness of the Group’s capital allocation;
– relative TSR: 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
ofour Sustainable Business Strategy.
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 mobile 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 duplicate communications networks. In turn,
this provides growth and operating leverage that drives Adjusted EBITDA, recurring free cash
flow, free cash flow and ROIC.
Award Performance measure Weighting
Customer
service
excellence
People and
business
excellence
Sustainable
value
creation
Annual
bonus
Adjusted EBITDA
1
30%
Recurring free cash flow
1
25%
Free cash flow
1
25%
Network performance 7.5%
Strategic projects 7.5%
International standards 5%
LTIP Cumulative recurring FCF per share
1
35%
ROIC
1
35%
Relative TSR 20%
Impact scorecard 10%
1 Defined in the Alternative Performance Measures section on pages 57–59.
To maintain the alignment of remuneration with both strategy and shareholder interests, the
Committee assesses and adjusts performance measures as and when appropriate.
For example, reflecting the Company’s increased focus on appropriately balancing growth
and cash flow generation, the Committee decided to replace the portfolio free cash flow
performance measure with recurring free cash flow for the 2025 annual bonus. In addition, the
weighting of the Adjusted EBITDA measure was reduced from 50% to 30% to place greater
emphasis on recurring free cash flow and free cash flow.
Similarly, cumulative recurring free cash flow per share is replacing Adjusted EBITDA per
share as a performance measure for the 2026 LTIP award grant. The new measure incentivises
cash flow generation and further strengthens the alignment of management and senior
employee incentives with the Company’s new strategy as it transitions from a growth-led to a
total return investment proposition for shareholders. Collectively, the four LTIP performance
measures incentivise cash generation, capital efficiency, shareholder returns and sustainability.
Adjusted EBITDA will remain an annual bonus metric to continue incentivising growth.
Directors’ Remuneration Report continued
115
Helios Towers plc Annual Report
and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Main activities
The Committee met seven times during the year. The agenda items covered at these
meetings included:
– the proposed Directors' Remuneration Policy;
– the 2024 Directors’ Remuneration Report;
– the 2024 annual bonus outcome;
– the 2025 and 2026 annual bonus measures, weightings and targets;
– the 2022 LTIP award vesting outcome;
– the 2025 and 2026 LTIP performance measures, weightings and targets;
– the all-employee HT SharingPlan 2022 award vesting and 2025 award grant;
– salary increases for the Executive Directors and the wider workforce; and
– advisory fees.
Advice to the Committee
Members of the Executive Leadership Team are invited to attend the Committee’s meetings
where appropriate, except when their own remuneration is being discussed. During the year,
Tom Greenwood (Group CEO), Manjit Dhillon (Group CFO) and Paul Barrett (General Counsel
and Company Secretary) attended certain meetings at the Committee’s invitation.
In 2025, 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 advisor to the Committee 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 provided tax and valuations advice to the Company during the 2025 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 2025, amounted to £134,820.
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 2026.
Directors’ Remuneration Report continued
Statement on shareholder voting
The following table details the results of the shareholder votes for the approvals of:
– the Directors’ Remuneration Report for the year ended 31 December 2024 at the 2025 AGM,
held on 15 May 2025;
– the current Directors’ Remuneration Policy at the 2023 AGM, held on 27 April 2023; and
– the all-employee share plans approved by shareholders at the 2021 AGM, held on
15 April 2021.
Resolution Votes for Votes against
% of issued share
capital voted Votes withheld
2025 AGM
To approve the annual statement
by the Chair of the Remuneration
Committee and the Directors’
Remuneration Report for the year
ended 31December 2024
696,912,039
98.8%
8,145,458
1.2%
66.8% 33,948,585
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
SharePurchase Plan
598,307,058
100.0%
646
0.0%
59.8% –
116
Helios Towers plc Annual Report
and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Remuneration in 2025
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 2024 and 2025.
As disclosed in the 2024 Annual Report, the base salary of the Group CEO was increased by 6.5%, effective 1 April 2025. The base salary of the Group CFO was increased by 9.0% effective
1 January 2025 to reflect his expanded role, which includes Executive Chair of Helios Towers Oman in addition to his role as Group CFO. 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 2023 LTIP award concluded its performance period on 31 December 2025 and is scheduled to vest in March 2026.
The following table shows the information mandated by the Regulations for the financial years ended 31 December 2025 and 31 December 2024.
Statutory single figure table for the Executive Directors (audited)
Executive Director Role
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
2025 679 48 8 61 796 990 1,435
3
2,425 3,221
2024 642 44 8 58 752 801 495
4
1,296 2,048
Manjit Dhillon Group CFO
2025 441 1 5 40 486 525 673
3
1,198 1,684
2024 402 1 5 36 443 401 232
4
632 1,076
1 Taxable benefits received by Tom Greenwood in 2025 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 coverage equal to four times base salary. The most significant benefits received were medical insurance and personal accident and illness insurance, together representing 99% of taxable benefits and 77% 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 2023 LTIP award concluded its performance period on 31 December 2025 and is scheduled to vest in March 2026. Vesting values are estimated using the average closing share price on the London Stock Exchange during the fourth
quarter of 2025 (£1.54719). 27.4% of the estimated vesting values are attributable to the share price appreciation from the grant price, equal to the average closing price during the fourth quarter of 2022 (£1.12289).
4 The 2022 LTIP award concluded its performance period on 31 December 2024 and vested on 28 April 2025. The estimated values presented in the 2024 Annual Report were based on the average closing share price on the London Stock
Exchange during the fourth quarter of 2024 (£1.02869). 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 (£1.0720) and are
4.2% higher than the estimates previously disclosed.
Annual bonus (audited)
The Policy was applied to setting the threshold, target and maximum bonus opportunities for the Executive Directors for the 2025 annual bonus scheme. The maximum bonus opportunities for
the CEO and CFO were 175% and 150% of base salary respectively, as applicable from 1 April 2025.
Executive Director Role
Threshold performance
% of base salary
Target performance
% of base salary
Maximum performance
% of base salary
Tom Greenwood Group CEO 0% 100% 175%
(£0k) (£689k) (£1,206k)
Manjit Dhillon Group CFO 0% 75% 150%
(£0k) (£331k) (£662k)
The performance conditions for the 2025 annual bonus scheme were set in Q1 2025 and based on achievement against Adjusted EBITDA, recurring free cash flow, free cash flow, network
performance, strategic projects and international standards targets.
The Committee considered the 2025 annual bonus scheme in the round, including performance conditions, relative weightings, targets, value of award, performance against targets and
resulting levels of award, and determined that no discretion should be applied to the formulaic outcomes.
Directors’ Remuneration Report continued
117
Helios Towers plc Annual Report
and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Tom Greenwood and Manjit Dhillon will receive annual bonuses equal to 143.7% and 119.1% of salary (based on salary as of 1 April 2025), respectively. This represents 82.1% and 79.4% of their
maximum bonus opportunities, respectively, compared to a median of 82.3% for the wider workforce. In accordance with the current Policy to defer 50% of any bonus received above target,
15.2% of the Group CEO’s bonus and 18.5% of the Group CFO’s bonus will be deferred in shares for three years.
The following table details the 2025 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$ millions) 30% 440 470 500 471.1 30.8% 23.3%
Recurring free cash flow
2
(US$ millions) 25% 149 169 189 207.5 43.8% 37.5%
Free cash flow
2
(US$ millions) 25% 26 46 66 66.4 43.8% 37.5%
Network performance
3
7.5% 90% 95% 100% 97.7% 10.6% 8.7%
Strategic projects
4
7.5 % 6.0% 4.6%
(i) Remote monitoring systems (RMS) installed 1.875% 12,510 13,050 13,590 13,106 2.0% 1.6%
(ii) RMS connectivity 1.875% 95% 97.5% 100% 96.4% 1.1% 0.8%
(iii) Tenant load positions captured 1.875% 90% 95% 100% 93.4% 1.3% 1.0%
(iv) Fuel probes installed and calibrated 1.875% 90% 95% 100% 94.5% 1.7% 1.3%
International standards
5
5%
0 accreditations
retained n/a
5 accreditations
retained
5 accreditations
retained 8.8% 7.5%
Formulaic bonus outcome
– % of base salary 143.7% 119.1%
– % of maximum opportunity 82.1% 79.4%
1 Defined in the Alternative Performance Measures section on pages
57–59. Linear increase between Threshold and Target, and between
Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 30% of base salary for the Group CEO, 22.5%
of base salary for the Group CFO; and
– Maximum performance: 52.5% of base salary for the Group CEO,
45% of base salary for the Group CFO.
2 Defined in the Alternative Performance Measures section on pages
57–59. Linear increase between Threshold and Target, and between
Target and Maximum. The corresponding award levels are:
– Threshold performance: no award;
– Target performance: 25% of base salary for the Group CEO, 18.75%
of base salary for the Group CFO; and
– Maximum performance: 43.75% of base salary for the Group CEO,
37.5% of base salary for the Group CFO.
3 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.
4 Based on the implementation of RMS on sites 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.
5 Based on the retention of Group-wide accreditations: ISO 9001
(Quality Management Systems), ISO 14001 (Environmental
Management Systems), ISO 27001 (Information Security
Management Systems), ISO 37001 (Anti-Bribery Management
Systems) and ISO 45001 (Occupational Health & Safety
Management Systems):
– 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.
Directors’ Remuneration Report continued
118
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and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Long-Term Incentive Plan awards vesting (audited)
The 2023 LTIP award concluded its performance period on 31 December 2025 and is scheduled to vest in March 2026. It was assessed against four performance measures: Adjusted EBITDA
per share, ROIC, relative TSR and the impact scorecard. The scorecard comprised three equally weighted performance targets aligned with the Company’s Sustainable Business Strategy –
digital inclusion, climate action and diversity (see pages 16–27). The Committee considered the vesting of the award in the round, including performance measures, relative weightings, targets,
performance against targets, resulting vesting levels and value, and determined that no discretion should be applied to the formulaic outcome, equal to 82.9% of the initial grant.
The following table details the 2023 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 FY22–25
30% 8% Linear vesting between
threshold and maximum
14% 14.3%
2
100.0% 30.0%
ROIC
1
% in FY25
30% 8% Linear vesting between
threshold and maximum
14% 13.5%
3
93.8% 28.1%
Relative TSR
4
20% Median TSR
of thepeer group
(60 of 119)
Linear vesting between
threshold and maximum
Ranked in
upper quartile of
peer group
(30 of 119)
38 of 119 80.3% 16.1%
Impact scorecard
Scorecard components
20% 43.6% 8.7%
– Digital inclusion: Population coverage
5
6.7% +2.5% CAGR Linear vesting between
threshold and maximum
+6% CAGR +3.9%
8
55.0% 3.7%
– Climate action: emissions per tenant
6
6.7% (7%) (17%) (8.5)%
9
36.6% 2.4%
– Diversity: % female staff
7
6.7% 28% 32% 28.8%
10
39.1% 2.6%
Formulaic vesting outcome
% of initial grant
82.9%
1 Defined in the Alternative Performance Measures section on pages 57–59.
2 The three-year CAGR calculated using (i) FY22 Adjusted EBITDA per share of US$0.3004 based on US$314.5 million Adjusted EBITDA (reflecting a full year of Adjusted EBITDA in respect of the Oman acquisition, which completed in
December 2022, and therefore providing a more challenging baseline than the reported FY22 Adjusted EBITDA of US$282.8 million), and 1,047.0 million weighted average basic shares outstanding, and (ii) FY25 Adjusted EBITDA per share
equal to US$0.4483 based on US$471.1 million Adjusted EBITDA and 1,050.7 million weighted average basic shares outstanding.
3 Calculated in the Alternative Performance Measures section on page 59.
4 Relative TSR versus the FTSE 250 Index, excluding financial services and investment trusts, calculated using the three-month average share price before the start and end of the performance period.
5 Increase from 2022 levels.
6 Reduction from 2022 levels.
7 As at 31 December 2025.
8 The three-year CAGR calculated using a population coverage of 141.0 million reported in FY22 and 158.2 million reported in FY25 (disclosed on page 16).
9 Calculated using 13.37 tCO2e per tenant in FY22 and 12.23 tCO2e per tenant in FY25. The calculation uses 2022 IEA emissions factors (as reported for FY22), held constant over the performance period, to ensure that the reduction in
emissions per tenant is appropriately attributed to the Company and factors within its control.
10 Disclosed on page 25.
Directors’ Remuneration Report continued
119
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Strategic Report Financial Statements
Governance Report
The following table shows the number of options granted, forfeited and vested in respect of the 2023 LTIP award for the Group CEO and the Group CFO. In accordance with the Policy,
the vested awards are subject to a two-year post-vesting holding period.
Executive Director 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 1,118,543 – 1,118,543 82.9% 927,385 1,435
Manjit Dhillon Group CFO 524,317 – 524,317 82.9% 434,712 673
1 The 2023 LTIP award is scheduled to vest in March 2026. Vesting values are estimated using the average closing share price on the London Stock Exchange during the fourth quarter of 2025 (£1.54719).
27.4% of the estimated vesting values are attributable to the share price appreciation from the grant price, equal to the average closing price during the fourth quarter of 2022 (£1.12289).
Deferred bonus share awards vesting
There are no deferred bonus share awards vesting.
Scheme interests awarded in the year (audited)
2024 annual bonus deferral
As reported in the 2024 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 2024 were deferred in shares for three years. The deferred bonus awards, scheduled to vest on 13 March 2028, are set out in the following table:
Executive Director Role Award type
Value of 2024
annual bonus
£’000
% of 2024
annual bonus
deferred in shares
Face value of
deferred shares
£’000
Number of
deferred shares
1
Tom Greenwood Group CEO Deferred shares 801.2 9.6% 77.1 76,180
Manjit Dhillon Group CFO Deferred shares 400.5 12.1% 48.6 47,993
1 Calculated based on a share price of £1.012369, equal to the average purchase price achieved by the Employee Benefit Trust (EBT) to acquire shares underlying the awards.
2025 LTIP award grants
In May 2025, the 2025 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 2025 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.
Face value of 2025 LTIP award
Executive Director Role Award type
Base salary
£’000
% of
base salary £’000
Number of nil-cost
options granted
1
Tom Greenwood Group CEO Conditional 689.0 200% 1,378.0 1,339,568
Manjit Dhillon Group CFO Conditional 441.0 150% 661.5 643,051
1 Calculated using a reference share price of £1.02869, equal to the arithmetic average of the closing prices on the London Stock Exchange during the fourth quarter of 2024.
Directors’ Remuneration Report continued
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Strategic Report Financial Statements
Governance Report
The 2025 LTIP awards are scheduled to vest in March 2028, subject to performance measures assessed over a three-year period from 1 January 2025 to 31 December 2027. 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 for the 2025 LTIP incorporates three equally weighted performance targets related to
digital inclusion, climate action and diversity (see pages 16–27).
In accordance with the Policy, awards are subject to a two-year post-vesting holding period, making a five-year vesting and holding period in total.
The following table sets out the 2025 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 FY24–27
Measure of profitability Adjusted EBITDA on a per share basis 30% 8% Linear vesting
between threshold
andmaximum
14%
ROIC
1
% in FY27
Measure of efficiency ROIC is calculated as annualised portfolio
free cash flow divided by invested capital
30% 8% Linear vesting
between threshold
andmaximum
14%
Relative TSR Measure of relative
shareholder value creation
Relative TSR versus the FTSE 250 Index,
excluding financial services and investment
trusts, calculated using the three-month
average share price before the start and
end of the performance period
20% At least the median
of the peer group
Linear vesting
between threshold
andmaximum
Ranked in
upper quartile
of the peer
group
Impact scorecard Measure of progress against
Sustainable Business
Strategytargets
Scorecard components: 20%
– Digital inclusion: Population coverage
2
6.7% +2.5% CAGR Linear vesting
between threshold
andmaximum
+6% CAGR
– Climate action: emissions per tenant
3
6.7% (7%) (17%)
– Diversity: % female staff
4
6.7% 28% 32%
1 Defined in the Alternative Performance Measures section on pages 57–59.
2 Increase from 2024 levels.
3 Reduction from 2024 levels.
4 As at 31 December 2027.
Changes to scheme interests during the year
During the year ended 31 December 2025, no changes were made to outstanding scheme interests granted in prior years: the number of shares or options granted or offered and the principal
exercise terms (including exercise price and dates) remained unchanged.
Malus and clawback
The Committee did not apply malus or clawback during the year.
Directors’ Remuneration Report continued
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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 years ended 31 December 2025 and 31 December 2024.
As disclosed on page 107 of the 2024 Annual Report, Non-Executive Director fees received nominal fee increases ranging between 3.2% and 4.0% on 1 April 2025 based on their roles
and responsibilities.
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 £17,500 to £18,500, effective from 1 April 2025.
The Chair of the Board only receives an annual fee, with no additional fees earned for serving on Committees. Non-Executive Directors representing certain legacy institutional shareholders
do not receive fees.
2025 2024
Non-Executive Director Position/role Board Committee Chair role
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 304.0 – 304.0 294.4 – 294.4
Alison Baker Senior Independent Non-Executive Director Audit Committee Chair 129.5 – 129.5 125.6 – 125.6
Sally Ashford
2
Independent Non-Executive Director 115.9 – 115.9 111.7 – 111.7
Richard Byrne Independent Non-Executive Director Remuneration Committee Chair 119.0 – 119.0 115.2 – 115.2
Dana Tobak
3
Independent Non-Executive Director Technology Committee Chair 103.7 – 103.7 27.7 – 27.7
Carole Wainaina Independent Non-Executive Director Sustainability Committee Chair 108.1 – 108.1 104.8 – 104.8
Temitope Lawani Non-Executive Director ––– –––
David Wassong
4
Non-Executive 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 David Wassong was appointed to the Board of Directors on 9 May 2024.
Directors’ Remuneration Report continued
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Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of the Directors and connected persons in shares owned outright and interests under share plans (vested and unvested) as at 31 December 2025.
There have been no changes to the Directors’ shareholdings and share interests between 31 December 2025 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 current Policy, the shareholding requirements for the Group CEO and Group CFO are 200% and 150% of salary respectively. Under the proposed Policy, the shareholding requirements
for the Group CEO and Group CFO will increase to 250% and 200% of salary respectively. As at 31 December 2025, Tom Greenwood and Manjit Dhillon held 1,461% and 296% of their respective
salaries
1
, exceeding their shareholding requirements under both the current Policy and the proposed Policy.
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 2025 (£1.646) and divided by base salary.
Director
Shares owned
outright
Deferred bonus shares
1
(unvested)
Options subject to
performance
2
(vested)
Options subject to
performance
3
(unvested)
Total interest
(shares and options)
Executive Directors
Tom Greenwood, Group CEO
4
5,494,567 161,553 461,544 4,268,535 10,386,199
Manjit Dhillon, Group CFO
4
223,665 103,790 465,693 2,016,267 2,809,415
Non-Executive Directors
Sir Samuel Jonah –––––
Alison Baker 45,479–––45,479
Sally Ashford –––––
Richard Byrne
5
1,000,000 – – – 1,000,000
Dana Tobak –––––
Carole Wainaina –––––
Temitope Lawani
6
34,206 – – – 34,206
David Wassong –––––
1 50% of any bonuses awarded for above-target performance are deferred for three years in shares.
2 Options received from vested LTIP awards.
3 The 2023, 2024 and 2025 LTIP awards were unvested as at 31 December 2025.
4 Tom Greenwood did not exercise any options during the year. Manjit Dhillon exercised 49,653 options, granted in 2019 prior to the Company's IPO, that would otherwise have lapsed during the year.
5 Richard Byrne's shareholding comprises (i) 62,067 shares owned directly, (ii) 217,714 shares purchased by The Richard Byrne 2024 Irrevocable Trust 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.
6 Temitope Lawani's shares are held by The Waterloo Trust.
Payments to past Directors (audited)
There were no payments to past Directors in respect of the financial year ended 31 December 2025 (2024: £23.1k).
Payments for loss of office (audited)
There were no payments for loss of office during the financial year ended 31 December 2025 (2024: £0).
Directors’ Remuneration Report continued
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Governance Report
Application of the proposed Remuneration Policy in 2026
Base salary
Under the proposed 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 these factors into account, as well as considering the stated aim of
the proposed Policy to align salaries with the median of the market benchmark. As a result,
the Committee has decided, with effect from 1 April 2026, to increase Tom Greenwood's
and Manjit Dhillon's salaries by 3.0% to £709.7k and £454.3k respectively, in line with
increases for the wider UK workforce
1
where pay levels are broadly aligned to the market.
The annual base salaries for the Executive Directors are shown in the following table.
Base salary £’000
Executive Director Role
Before
1 April 2026
From
1 April 2026
Nominal
increase %
Tom Greenwood Group CEO 689.0 709.7 +3.0%
Manjit Dhillon Group CFO 441.0 454.3 +3.0%
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. The salary increases for the
Group CEO and Group CFO are in line with the average nominal increase of 3.0%
1
for the wider
UK workforce where pay levels are broadly aligned to the market.
The Committee will continue to review salaries annually going forward.
Directors’ Remuneration Report continued
Pension
In accordance with Provision 39 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.
Annual bonus
For the 2026 financial year and in accordance with the proposed Policy, the maximum 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 2026 financial year. They are calculated on a linear basis between threshold
and target performance, and target and maximum performance.
In accordance with the proposed Policy, 50% of bonus amounts earned above target
performance will normally be deferred in shares for a three-year period. At the
Committee's discretion, bonus deferral may be waived where a director has satisfied the
shareholding requirement.
Annual bonus (% of base salary)
Executive Director Role
Threshold
performance
Target
performance
Maximum
performance
Tom Greenwood Group CEO 0% 100% 200%
Manjit Dhillon Group CFO 0% 87.5% 175%
The financial and non-financial annual bonus performance measures and their weightings are
unchanged from those utilised in 2025.
The Committee approved the targets in March 2026; however, they are considered
commercially sensitive and will therefore be fully disclosed in next year’s Directors’
Remuneration Report, around the time when the bonuses are paid.
1 Current view based on an ongoing wider workforce pay review to be completed in March 2026. 124
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Directors’ Remuneration Report continued
The bonus performance measures and weightings for the 2026 financial year are set out in the
following table.
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 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
1
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 SLAs.
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 management 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 57–59.
Long-Term Incentive Plan awards
In March 2026, the Committee approved the performance measures, weightings and targets
for the 2026 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 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 £1.54719 in Q4 2025.
Aligned to the proposed Policy, the maximum LTIP awards granted for the 2026 financial
year are 250% and 200% 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 2026 LTIP awards will be scheduled to vest in 2029, subject to performance measures
that will be assessed over the three-year period from 1 January 2026 to 31 December 2028.
Each performance measure will be assessed independently.
In addition to the ROIC, relative TSR and impact scorecard LTIP metrics, the Committee has
decided to replace Adjusted EBITDA per share with cumulative recurring free cash flow per
share, a measure also used by other tower companies in their LTIPs. Recurring free cash
flow is an important measure, reflecting the starting point for capital allocation decisions.
It represents the cash generated by the business before (i) discretionary capital expenditure
for growth and upgrade (and other exceptional items), (ii) return of capital to shareholders
and lenders and (iii) future investments. The introduction of this measure incentivises cash
flow generation, thereby encouraging management and senior employees to align with the
Company’s new strategy as it transitions from a growth-focused to a total return investment
proposition for shareholders.
The impact scorecard condition aligns incentives with the Company’s Sustainable Business
Strategy. The scorecard comprises two equally weighted performance targets relating to
digital inclusion (see pages 16–18) and diversity (see pages 25–27). Compared with previous
awards, the Committee has decided to remove the emissions per tenant performance
measure. This is because carbon accounting requires frequent rebaselining and retrospective
revisions to emissions factors, which makes it difficult to set targets ahead of grant and risks
revisions to vesting outcomes after awards have vested. The Company remains committed
to reducing its emissions per tenant, as well as minimising its fuel consumption and overall
environmental impact.
Together, the four performance measures incentivise cash generation, capital efficiency,
shareholder returns and sustainability.
In accordance with the proposed Policy, the awards will be subject to a two-year post-vesting
holding period, resulting in a total five-year performance and holding period. Malus and
clawback provisions will apply.
125
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Directors’ Remuneration Report continued
The values of the 2026 LTIP awards to be granted to the Executive Directors are set out in the following table.
Face value of 2026 LTIP award
Executive Director Role Award type
Base salary
£’000
% of
base salary £’000
Tom Greenwood Group CEO Conditional 709.7 250% 1,774.3
Manjit Dhillon Group CFO Conditional 454.3 200% 908.6
The following table details the 2026 LTIP award performance measures, their weightings and their vesting target ranges.
Performance measure Purpose Incentive for Definition Weighting
Threshold
25% vesting Target
Maximum
100% vesting
Cumulative recurring free cash
flow per share
1
FY26–28
Measure of the cash
flowgeneration available
forcapital allocation
decision-making
Cash
generation
The sum of recurring free cash flow per
share measured in each of the three
performance years of the award
35% US$0.60 Linear vesting
between threshold
and maximum
US$0.75
ROIC
1
% in FY28
Measure of efficiency Capital
efficiency
ROIC is calculated as annualised portfolio
free cash flow divided by invested capital
35% 10% Linear vesting
between threshold
and maximum
16%
Relative TSR Measure of relative
shareholder value creation
Shareholder
returns
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
Linear vesting
between threshold
and maximum
Ranked in
upper quartile
of the peer
group
Impact scorecard Measure of progress
againsttargets included in
the Company’s Sustainable
Business Strategy
Sustainability Scorecard components: 10%
– Digital inclusion: population coverage
2
5% +2.5% CAGR Linear vesting
between threshold
andmaximum
+6% CAGR
– Diversity: % female staff
3
5% 28% 32%
1 Defined in the Alternative Performance Measures section on pages 57–59.
2 Increase from 2025 levels.
3 As at 31 December 2028.
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Non-Executive Directors’ shareholding requirement and fees
Introduction of a Non-Executive Director shareholding requirement
To strengthen the alignment between the Non-Executive Directors and shareholders,
reinforcing long-term value creation and stewardship, the Company has introduced a
shareholding requirement, equal to 1x the Independent Non-Executive Director base fee, for
the Chair of the Board and Independent Non-Executive Directors.
The Chair of the Board and Independent Non-Executive Directors will have five years to meet
the shareholding requirement.
The Company believes this is a progressive approach to shareholder alignment whereby the
Chair of the Board and Independent Non-Executive Directors will continue to acquire shares
and increase their shareholdings during their tenure.
Ensuring continued market competitiveness
The uplift ensures that Non-Executive Director fees remain competitive, particularly relative
to the US-listed and private market environment, where competition for experienced directors
is increasingly strong, as well as in the resources sector where the Company competes for
directors with experience operating in Africa. The market for high-calibre Non-Executive
Directors has become increasingly global and competitive, particularly for individuals with
experience in:
– international operations;
– complex regulatory environments;
– digital, infrastructure, or transformation-led businesses; and
– capital markets and investor engagement.
The current non-executive members of the Board, excluding those representing legacy
institutional shareholders, are British (two), American, British-American dual national, Ghanaian
and Kenyan, illustrating the diverse global talent pool from which Helios Towers recruits Non-
Executive Directors.
At the time of its IPO in 2019, Helios Towers had a market capitalisation of £1.15 billion. As at
the date of this report, the Company's market capitalisation is approximately £2.0 billion,
reflecting annualised growth of approximately 10%. Over the same period, the Chair of the
Board and Independent Non-Executive Director base fees have increased at an annualised rate
of 4.4% per annum.
Uplift to Non-Executive Director base fees to support the shareholding requirement
The Chair of the Board and Executive Directors reviewed the fees for the Non-Executive
Directors, and the Committee (excluding the Chair of the Board) reviewed the Chair of the
Board’s fee.
Following a proposal from the Group CEO, to facilitate the attainment of the new shareholding
requirement, the Independent Non-Executive Director base fee will increase by 50%, and the
Board Chair fee will rise by a commensurate sterling amount.
Based on their current roles and responsibilities, the fee increases set out below will result in
the Chair of the Board receiving a total fee increase of 12.5%, and Independent Non-Executive
Directors receiving total fee increases of between 29% and 35%.
Assuming a constant share price, a director would need to commit more than the after-tax fee
increase amounts set out above to acquire sufficient shares within the five-year timeframe,
resulting in a lower level of cash compensation compared to the current fee structure.
The aggregate fees paid to the Non-Executive Directors remain within the cap on directors’
fees permitted under the Company’s Articles of Association.
Non-Executive Directors are entitled to an additional fee where they are required to undertake
specific additional services. Sally Ashford’s annual fee for her role as the designated Non-
Executive Director for workforce engagement will increase from £18.5k to £21.5k, effective
from 1 April 2026. The increased fee is aligned with the fee for the role of Committee Chair,
appropriately reflecting the time and travel commitment required for this role given the larger
scale of the business.
All other fees will remain unchanged during 2026. Non-Executive Directors representing
certain legacy institutional shareholders will continue not to receive fees.
The Non-Executive Director fee changes will take effect from 1 April 2026. The Chair of the
Board and Non-Executive Directors’ fees will continue to be reviewed annually.
The proposed changes are summarised in the following table.
Fees £’000
Position/role
Before
1 April 2026
From
1 April 2026
Nominal
increase %
Chair of the Board 306.5 344.8 +12.5%
Independent Non-Executive Director base fee 76.5 114.8 +50.0%
Non-Executive Director fee
1
–––
Additional fee: Senior Independent Director 21.5 21.5 –
Additional fee: Workforce engagement 18.5 21.5 +16.2%
Additional fee: Committee Chair
2
21.5 21.5 –
Additional fee: Committee member
2
11.0 11.0 –
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.
Directors’ Remuneration Report continued
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Other remuneration items
Engagement with shareholders
In its final year of operation, the Committee conducted 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
aligned to the Company’s dividend policy.
As part of the review, the Committee engaged with shareholders to obtain their views
regarding material changes to the Policy. The Chair of the Remuneration Committee, Richard
Byrne, wrote to the Company’s 30 largest shareholders to set out the Committee’s intentions
for the proposed Policy.
In total, shareholders representing more than 70% of the Company’s shareholder base
were contacted. At their request, Richard held discussions with individual shareholders to
address questions, provide further clarification and hear their views. The communication to
shareholders was also shared with leading shareholder proxy advisors. Feedback received has
been taken into consideration by the Committee.
At the 2026 AGM on 14 May 2026, the Company will seek the formal support of its
shareholders on matters relating to the remuneration of Executive Directors including this
proposed Policy. The Committee will ensure that it considers all feedback received from
shareholders during this process.
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 continues to develop
apipeline of leaders within the Group thereby enhancing overall Company performance.
Non-Executive Board members visited operating companies including Ghana, Senegal and
Oman in 2025. During their visits, they 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 Oman 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 2026,
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.
Together, the all-employee HT SharingPlan and the LTIP, which includes the impact scorecard,
embed our values by fostering an ownership mindset and rewarding sustainable performance
and inclusive behaviours across all markets.
HT SharingPlan: the all-employee share-based incentive scheme
The Board granted new HT SharingPlan awards during 2025, enabling all employees to
continue to receive an element of share-based remuneration linked to the performance of
the Company's share price. Each employee was granted a 2025 award with the same value
and on identical terms, regardless of their role or location. In addition, all employees received
a three-year performance share award of equal value, on the same terms, to incentivise the
digitalisation and automation of processes across all business functions. The Board granted
free awards in the form of notional shares that track the value of Helios Towers plc’s ordinary
shares. The awards have a three-year vesting period, subject to continued employment and
good leaver provisions.
In its fifth year of operation, the HT SharingPlan 2022 award vested during the year.
Approximately 400 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 and discretionary share plans are currently operated within
dilution limits consistent with market practice prevalent at the time of its IPO in 2019.
In aggregate, no awards may be granted if the total number of shares issued, or committed to
be issued, under the Company’s employee share plans would exceed 10% of the Company’s
issued ordinary share capital over any rolling 10-year period.
An equivalent 5% cap applies to the operation of our discretionary plans. In October 2024,
the Investment Association removed this separate 5% cap from its Principles of Remuneration
to afford companies greater flexibility, while keeping the overall 10% market standard. In line
with this principle, we propose removing the 5% discretionary cap while retaining the 10%
aggregate limit across all plans.
The change will be reflected in the EIP and GSPP rules currently in operation and will be put to
shareholders for a binding vote at the 2026 AGM on 14 May 2026.
Directors’ Remuneration Report continued
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Strategic Report Financial Statements
Governance Report
Percentage change in remuneration of Directors compared with employee average remuneration
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 2021 to 2025.
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.
Tom Greenwood's salary was increased by 6.5%, effective from 1 April 2025, to align his remuneration with the market median. Manjit Dhillon's salary was increased by 9.0%, effective from
1 January 2025, to align his remuneration with the market median and appropriately reflect his additional responsibilities as Executive Chair of Helios Towers Oman. The Chair and Non-Executive
Directors received nominal fee increases in the 3.2-4.0% range effective from 1 April 2025. Dana Tobak became a member of the Audit Committee in May 2025, for which she receives an
additional fee.
YoY % increase/(decrease) in 2025 YoY % increase/(decrease) in 2024 YoY % increase/(decrease) in 2023 YoY % increase/(decrease) in 2022 YoY % increase/(decrease) in 2021
Director 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
+6% +10% +24% +3% +14% +4% +13% +10 % +53 % +25% +14% +36% +24% +17% +20%
Manjit Dhillon
2
+10% (2%) +31% +3% (1%) +3% +5% (50%) +38% +5% n/a (5%) n/a n/a n/a
Sir Samuel Jonah +3% – – +7%––+15%–– ––– –––
Alison Baker +3% – – +12%––+31%–– –––+2%––
Sally Ashford +4% – – +9%––+20%–– ––– –––
Richard Byrne +3% – – +9%––+24%–– –––+2%––
Dana Tobak
3
+9% – – 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 Wainaina +3% – – +13%––+35%–– ––– –––
Temitope Lawani
4
– – – ––– ––– ––– –––
David Wassong
4
– – – ––– ––– ––– –––
Helios Towers plc employees
5
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
6
+4% +2% +22% +4% +14% +8% +9% +12% +22% +6% +9% +4% +3% +22% +3%
1 Tom Greenwood's 6% year-on-year salary change in 2025 reflects an increase to align his remuneration with the market median.
Tom Greenwood’s 14% increase in taxable benefits in 2024 was 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 appointed Group CEO, from Group 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's 10% year-on-year salary change in 2025 reflects an increase to align his remuneration with the market median as well as appropriately reflect his added responsibilities as Executive Chair of Helios Towers Oman in addition to
his role as Group CFO.
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 Dana Tobak was appointed to the Board of Directors on 16 September 2024. Dana's 9% fee increase in 2025 reflects her appointment as a member of the Audit Committee in May 2025, for which she earns an additional fee.
4 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.
5 Helios Towers plc, the parent company of the Group, did not have any employees during the financial years presented.
6 Median percentage increase for employees of Helios Towers Group companies where prior-year comparator information is available.
Directors’ Remuneration Report continued
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Strategic Report Financial Statements
Governance Report
Historic CEO remuneration
The following table shows the CEO’s remuneration since the 2019 financial year.
Position/role 2025 2024 2023 2022 2021 2020 2019
CEO single figure total remuneration
£’000
Group CEO, Tom Greenwood 3,221 2,048 1,694 1,419
Former CEO, Kash Pandya 865 1,420 1,323 292
Annual bonus
% of maximum opportunity
Group CEO, Tom Greenwood 82% 71% 70% 55%
Former CEO, Kash Pandya 56% 62% 64% 74%
LTIP vesting
% of maximum opportunity
Group CEO, Tom Greenwood 83% 62% 59% 60%
Former CEO, Kash Pandya ––––
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.
Position/role
2025
US$m
2024
US$m
Year-on-year %
change
Dividends – – –
Share buybacks 23.8 ––
Total employee pay
1
48.9 46.8 +4.5%
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 its ratio of CEO to median employee pay, or gender pay gap information.
The Committee fully supports the focus on wider workforce pay and conditions, and is
committed to taking 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. For transparency, the Company has
voluntarily disclosed gender pay gap information on its website.
We regularly review pay rates throughout the Group and will keep our approach to disclosing
apay ratio and gender pay gap information under review over the coming years.
Total shareholder return performance graph
The following graph shows the TSR of the Company relative to the FTSE250 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 2025. The FTSE 250 is considered an
appropriate comparator for Helios Towers because the Company has been a constituent of
the index since December 2019.
TSR vs. FTSE 250 Total Return Index
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 21Dec 20
40
60
80
100
120
140
160
Dec 19
125.2
103.8
129.3
108.7
Dec 25
132.3
134.7
Source: FactSet, 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
11 March 2026
Directors’ Remuneration Report continued
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and Financial Statements 2025
Strategic Report Financial Statements
Governance Report
Other statutory information
The Directors of Helios Towers plc present their Annual Report and audited Financial
Statements for the year ended 31 December 2025.
Additional disclosures
This section, together with the Strategic Report, Governance Report, and Directors’
Remuneration Report on pages 1–134 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 1–56 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 1–134 constitute the
Corporate Governance Statement for the purposes of DTR 7.2.
Disclosure Section in Annual Report Page
Climate related disclosures Strategic Report 19–24
TCFD disclosures Strategic Report 49–55
Future developments Strategic Report 1–56
Section 172(1) Statement Governance Report 81–87
Engagement with stakeholders Governance Report 84–87
Employee gender Strategic and Governance Reports 26, 133
Board diversity Governance Report 73–74
Principal risks and uncertainties Risk management and principal risks
anduncertainties
42–48
Internal control and risk
managementsystems
Risk management and Audit
CommitteeReport
42, 98–99
Viability Statement Strategic Report 56
2024 UK Corporate Governance
Codecompliance
Governance Report 67
Directors’ interests Directors’ Remuneration Report 123
Directors’ service contracts
andlettersof appointment
Directors’ Remuneration Report 112
LTIPs Directors’ Remuneration Report 119–120
Directors’ Responsibility Statement Statement of Directors’ Responsibilities 134
Financial instruments, financial risk
management objectives and policies
Financial Statements: Note 26 172–177
Going concern Financial Statements: Note 2(a) 149–150
Subsequent events Financial Statements: Note 31 179
Operations and performance
Results
Results for the year ended 31 December 2025 are set out in the detailed Financial Review on
pages 60–64 and the Financial Statements on pages 136–185.
Dividends
The Directors do not intend to pay a final dividend for the year ended 31 December 2025.
Activities in research and development
The Company undertook no activities in research and development during the year ended
31 December 2025.
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, share capital, share buyback, the appointment and removal
of Directors, and the procedures governing Board and general meetings. In accordance with
the Companies Act2006, 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 approvedby shareholders at the 2021 AGM and are available on the Company’s website
atheliostowers.com/investors/corporate-governance/documents.
Annual General Meeting
The Company’s AGM will be held on Thursday 14 May 2026 at 10.00 am at Linklaters LLP,
20Ropemaker Street, London, EC2Y 9AR. The Chair of the Board and each of the 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 12 May 2026. A copy of the 2026 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
69–71. They can also be found on the Company’s website at heliostowers.com/who-we-are/
leadership/board-of-directors.
The Company’s Articles of Association set out the powers of the Directors, enable the Board
to exercise those powers and outline the rules governing the appointment 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
also 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 2024 UK Corporate
Governance Code.
The Nomination Committee provides NEDs 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.
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Other statutory information continued
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. These indemnities were in force during the financial year
and remain in force.
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 comprises 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. None of the Company's share capital is held in Treasury.
As at 31 December 2025, the Company’s issued share capital comprised 1,044,151,963 ordinary
shares of £0.01 each, all with voting rights.
Dividend policy
On 6 November 2025, the Company announced a progressive dividend policy. The intention
is to introduce a US$25 million dividend in fiscal 2026, paid semi-annually and growing a
minimum of 10% per annum thereafter. Details of any future dividend declaration will be
announced through the London Stock Exchange's Regulatory News Service and published on
the Company's website.
Authority to purchase own shares
The Company has the authority, pursuant to the authority approved by shareholders at the
2025 AGM, to make market purchases of its own shares of up to 105,270,000 ordinary shares
of £0.01 each, representing 10% of the ordinary shares in issue as at 14 March 2025 (being the
latest practicable date before publication of the 2025 Notice of AGM) (excluding shares held
in treasury). Details of shares purchased under this authority by the Company during the year
are detailed in Note 18 to the Financial Statements. Shareholders will be asked to renew the
authority for the Company to make market purchases of ordinary shares at the AGM in 2026.
In addition, a separate resolution to authorise the Company to make market purchases of
ordinary shares from Newlight Partners LP (a Pre-IPO shareholder) will be put to shareholders
at the AGM in 2026, with the authority expiring at the conclusion of the 2027 AGM or, if earlier
at the close of business on 30 June 2027. Subject to the renewal of the existing authority and
the approval of the new authority relating to the Pre-IPO shareholder, the maximum number
of ordinary shares that the Company may repurchase under both authorities in aggregate shall
not exceed 14.99% of the Company's issued share capital. Further detail is included in the 2026
Notice of AGM.
Share buyback programme
In November 2025, the Board approved a share buyback programme of up to US$75 million
to be completed by the end of 2026, reflecting the Company's strong financial position and
commitment to shareholder returns. All repurchased shares will be cancelled, reducing the
Company’s issued share capital and enhancing earnings per share.
The purpose of the buyback programme is to return surplus capital to shareholders and
optimise the Company’s capital structure. The share buyback programme is being undertaken
in accordance with the authority granted by shareholders at the 2025 Annual General Meeting
and conducted in line with the UK Market Abuse Regulation, applicable legislation and the
Financial Conduct Authority’s Listing Rules.
As at 31 December 2025, 11,348,037 ordinary shares of £0.01 each were purchased under
the share buyback programme, at a volume weighted average price of US$2.09 per ordinary
share for a total consideration of US$23.8 million. All of the purchased ordinary shares
were cancelled, representing 1.09% of the Company’s issued ordinary share capital as at
31 December 2025. Further details are set out in Note 18 of the Financial Statements.
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 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 of the following notifiable interests (whether directly or
indirectly held) in its voting rights, in accordance with DTR 5, between 1 January 2025 and
31 December 2025.
The Company received two notifications from Newlight Partners LP, the investment
management firm of Quantum Strategic Partners, Ltd during 2025. In November 2025, Lath
Holdings Ltd, a vehicle of Helios Investment Partners Fund II, completed the sale of its entire
remaining shareholding in the Company through a secondary placing of approximately 3.9%
of the Company’s issued share capital. The Company also participated in the transaction,
repurchasing 4.1 million shares under its share buyback programme for cancellation.
Following the placing, Lath Holdings’ interest in the Company reduced to 0%. The Shareholder
Agreement, to which both Quantum Strategic Partners, Ltd and Lath Holdings Ltd are a party,
is explained on page 88.
Shareholder
Number of
voting rights %
Newlight Partners LP 115,062,729 10.90
Platinum Compass B 2018 RSC Limited 30,059,688 2.84
RIT Capital Partners Ltd 17,938,772 1.70
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Other statutory information continued
The Company has received the following notification between 31 December 2025 and the date
of this report.
Shareholder
Number of
voting rights %
MIRI Strategic Emerging Markets Fund LP 31,435,595 3.01
Stakeholders and policies
Modern Slavery Statement
The Company has approved, signed and published on its website its Modern Slavery
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 and Anti-Discrimination Policy (‘Policy’) applies to all
employees across the Group. Our Third Party Code of Conduct applies to contractors,
consultants and any other workers. These, together with our Code of Conduct, enforce 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.
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.
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 US$850 million in senior bonds and
US$180 million in 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 88, 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 2025 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 2025 Notice of AGM. This authority, which has not been exercised during 2025 or up to
the date of this report, will expire at the conclusion of the 2026 AGM. The Directors intend
topropose a resolution at the 2026 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 2021 AGM. The Board made one
new award under the HT SharingPlan in 2025, as well as an additional award relating to the
digitalisation and automation of processes across all business functions, toall colleagues,
as noted on page 128.
Employee gender
The table below states employee gender as at 31 December 2025 in compliance with section
414C(8)(c) of the Companies Act 2006.
Directors Senior managers
1
Employees
Female 4 2 212
Male 6 8 523
1 Senior managers include the ExCo.
The percentage of female employees on the ExCo and across the Group are shown on page 26.
Board diversity is provided on pages 73–74.
Auditor and audit information
External auditor
A resolution to reappoint Deloitte LLP as external auditor will be proposed at the 2026 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
Paul Barrett
General Counsel and Company Secretary
Helios Towers plc
Company Number 12134855
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Governance Report
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 a 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.
Manjit Dhillon
Group Chief Financial Officer
Group Chief Executive Officer
Directors’ Responsibility Statement under the UK Corporate Governance Code
In accordance with Provision 27 of the 2024 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 69-71, confirm to the best of their
knowledge that:
– the 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.
Furthermore, so far as each of the Directors is aware, there is no relevant audit information of
which the auditors are unaware, and each of the Directors has taken all the steps that ought to
have been taken in order to become aware of any relevant audit information and to establish
that the auditors are aware of that information.
This responsibility statement was approved by the Board of Directors
on 11 March 2026 and is signed on its behalf by:
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136 Independent auditor’s report to
themembers ofHeliosTowers plc
145 Consolidated Income Statement
145 Consolidated Statement of Other
Comprehensive Income
146 Consolidated Statement of Financial
Position
147 Consolidated Statement of Changes
in Equity
148 Consolidated Statement of CashFlows
149 Notes to the Consolidated
Financial Statements
180 Company Statement of Financial Position
180 Company Statement of Changes
in Equity
181 Notes to the Company
Financial Statements
185 List of subsidiaries
186 Offi cers, professional advisors
and shareholder information
188 Glossary
Financial
Statements
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Strategic Report Financial Statements
Financial statements
Independent auditor’s report to the members of Helios Towers plc
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 2025 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 Statements of Financial Position;
– the consolidated Statements of Changes in Equity;
– the consolidated Statement of Cash Flows;
– notes 1 to 31 to the consolidated financial statements;
– the Company Statement of Financial Position;
– the Company Statement of Changes in Equity; and
– notes 1 to 8 to the 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.
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Financial statements continued
Independent auditor’s report to the members of Helios Towers plc continued
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
– Recognition and valuation of uncertain revenues; and
– Valuation of uncertain tax positions.
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
$14.1m 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 review procedures at a group level. Based on this, our audit coverage
was 94% of group revenue, 87% of group Adjusted EBITDA and 96% of
group total assets.
Significant
changes in our
approach
We have identified as a key audit matter the recognition and valuation
of revenue, particularly where there is heightened judgement around
collectability due to liquidity issues at, or disputes with, the customer.
This represents a development of a similar key audit matter identified in
previous years, which was the recoverability of trade receivables where
there were liquidity issues at, or disputes with, the customer resulting in
judgement being required in estimating the Expected Credit Loss (‘ECL’)
provision. This change focuses our key audit matter on collectability
judgements impacting on the recognition and valuation of revenue when
it is recognised, rather than on any subsequent ECL adjustments after
the point of revenue recognition.
Having evaluated the change in management’s approach to goodwill
impairment testing in 2024, whereby management moved from
monitoring and assessing goodwill for impairment on a country-by-
country to a regional basis, we no longer consider the impairment of
intangible assets a key audit matter.
There have been no other significant changes in our approach in the
current year.
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 (note 20) 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 trading and operating risks presented by the conditions in the operating
markets, and 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, inflation and interest rates, 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.
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Independent auditor’s report to the members of Helios Towers plc continued
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.
5.1 Recognition and valuation of uncertain revenues
!
Key audit matter
description
The group generates revenue primarily from Mobile Network
Operators (MNOs) and other wireless operators. As at 31 December
2025, the group had recognised revenue totalling $854.1m (2024:
$792.0m), and has further disclosed potential revenue that has not
met the revenue recognition criteria of $42.6m (2024: $18.8m). The
accounting for revenue is governed by IFRS 15 Revenue from Contracts
with Customers (“IFRS 15”).
We have identified a key audit matter in relation to the recognition
and valuation of certain revenue streams where collectability is
uncertain due to liquidity issues at, or a dispute with, the customer.
Specifically, the application of the criterion for collectability under IFRS
15 – which mandates that revenue should only be recognised when it
is sufficiently probable that the entity will collect the consideration –
requires significant management judgement, based on management’s
knowledge and experience of the relevant customer relationships, and
therefore presents a heightened risk of material misstatement due
to error or potential fraud. Application of this criterion results in not
all of the revenue for which there is a contractual entitlement being
recognised, with the unrecognised revenue being disclosed as set
outabove.
Refer to notes 2(a), 15, and the report of the Audit Committee on
page94 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
followingprocedures:
– Obtained an understanding of the group’s controls over the application
of IFRS 15 to uncertain, more judgemental revenue streams;
– Evaluated management’s probability judgements. We have assessed
management's application of IFRS 15 criteria to the recognition of
uncertain revenue streams;
– Evaluated underlying documentation. We have examined contracts,
internal management reporting, and correspondence with
customers to determine whether it corroborates or contradicts
management'sjudgement;
– Obtained confirmations of balances relating to uncertain revenue
streams;
– Enquired of legal counsel and reviewed legal opinions and arbitration
awards where relevant;
– Assessed developments since year-end for further evidence; and
– Evaluated the disclosures made in note 2(a) and note 15 for these
revenue streams.
Key observations We conclude that management's valuation and recognition of uncertain
revenue streams from specific projects and customers is reasonable,
supported by sufficient and appropriate evidence and in line with
the requirements of the accounting standards and are appropriately
disclosed in the financial statements.
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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 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, with management
consulting a specialist in certain circumstances.
In the current year the areas of judgement consisted of the outcome of
ongoing tax inspections in certain jurisdictions, 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 94.
How the scope
of our audit
responded to the
key audit matter
In responding to this key audit matter, we performed the
followingprocedures:
– 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;
– Engaged Deloitte tax specialists in the UK to assist in assessing the
technical treatment of UTPs, in respect of current or historic periods;
– Held discussions with the group head of tax and local management
to obtain an update on tax communication with local tax authorities
during the year and evaluated the assumptions and judgements they
have made;
– Assessed the validity, accuracy, and completeness of the source data
used to calculate the tax provisions;
– 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;
– Assessed the completeness and valuation of the tax provisions and
traced the provisions through to the financial statements to confirm
that they have been correctly recorded;
– Assessed management’s use of specialists and evaluated whether
they have the competence, capabilities and objectivity to provide
advice to the group; and
– Evaluated the financial statement disclosures including the
articulation of material cases.
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
financialstatements.
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6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of $ 705,000 (2024: $ 630,000), 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 operating company (component) to these line items. Based on
this, we selected one or more classes of transactions, account balances, or disclosures across
all nine components, as well as certain financing/head office entities, that would be subject
to audit procedures. The remaining account balances, classes of transactions and disclosures
were reviewed at a group level to reassess our evaluation that there were no identified risks of
material misstatement. Our component performance materiality ranged from $3.9m to $5.9m
(2024: $3.5m to $5.3m).
Based on this approach, audit coverage over revenue was 94% (2024: 92%), Adjusted EBITDA
87% (2024: 85%) and total assets 96% (2024: 89%):
4% 96% 87%
13%
6%
94%
Revenue
Adjusted
EBITDA
Total assets
Audit procedures on the account balance Review at group level
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 $14.1m (2024: $12.6m) $13.1m (2024: US$13.6m)
Basis for
determining
materiality
Materiality has been determined
based on a combination of 1.7%
(2024: 1.7%) of revenue and
3.0% (2024: 3.0%) of Adjusted
EBITDA (as defined in note 4)
benchmarks based on the group
FinancialStatements
Parent company materiality used
in our audit has been determined
as 1% (2024: 1%) of net assets. For
balances that form part of the
group financial statements this
is capped at 40% (2024: 40%)
of group materiality, $5.64m
(2024:$5.0m).
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.
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% (2024: 70%) of group
materiality
70% (2024: 70%) of parent
company materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we considered the
followingfactors:
– the group’s overall control environment; and
– the low level of uncorrected misstatements identified in
previousperiods
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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. In the current year, our
controls approach was principally planned to obtain an understanding of controls to inform
our risk assessment and to allow us to evaluate the operating effectiveness of certain manual
revenue controls.
With the involvement of internal IT audit specialists in the UK, we obtained an understanding
of the IT environment and relevant general IT controls. As described on page 47 the group
continues to invest in its IT systems. Improvements to IT controls are being made as part of
management’s ongoing IT programme and in response to control findings we have identified.
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 the operating effectiveness of the manual controls over
revenue recognition (including accrued and deferred amounts at the period end) which
allowed us to take a controls reliance approach. Where we identified that certain controls
required improvement the remediation activity remained ongoing during the year, or the
remediated controls were not effective throughout the whole accounting period, we did not
seek to place reliance on those relevant controls for the purpose of our audit.
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 Task Force on Climate-
related Financial 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.
Independent auditor’s report to the members of Helios Towers plc continued 7.4 Working with other auditors
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 or knowledge was important, such as
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 including fraud
discussions and component risk assessments as relevant to their work;
– communicating frequently with our local audit teams throughout the audit process,
conducting meetings with local audit teams via video conferencing; and
– reviewing working papers prepared by local audit teams and related deliverables submitted
to us.
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.
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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.
11. Extent to which the audit was considered capable of detecting irregularities,
includingfraud
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 recognition and valuation of uncertain revenues. 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.
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1.2 Audit response to risks identified
As a result of performing the above, we identified the recognition and valuation of uncertain
revenues as a 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 including those made during
the consolidation process; 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 56;
– 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 56;
– the directors' statement on fair, balanced and understandable set out on page 134;
– the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 43-48;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 80; and
– the section describing the work of the audit committee set out on page 94.
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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 fi nancial statements are not in agreement with the accounting records
and returns.
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 fi nancial statements for the period ended 31 December 2019
and subsequent fi nancial periods. The period of total uninterrupted engagement including
previous renewals and reappointments is 7 years, covering the years ended 31 December 2019
to 31 December 2025.
However, we were appointed on 18 November 2010 for other group entities (including the
former parent company Helios Towers Ltd) to audit the fi nancial statements for the year
ended 31 December 2010. Following a competitive tender process, we were reappointed
to audit the fi nancial statements for the period ending 31 December 2022 and subsequent
fi nancial periods. The period of total uninterrupted engagement including previous renewals
and reappointments is therefore 16 years, covering the years ended 31 December 2010 to
31 December 2025.
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 fi nancial statements will form part of the Electronic
Format Annual Financial Report fi led 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.
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
11 March 2026
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Consolidated Income Statement
For the year ended 31 December
| 2025 | 2024 | ||
| Note | US$m | US$m | |
Revenue | 3 | ||
Cost of Sales | ( | ( | |
| Gross profit | |||
Administrative expenses | ( | ( | |
Gain/(loss) on disposal of property, plant and equipment | ( | ||
| Operating profit | 5a | ||
Finance income | 8 | ||
Other gains and (losses) | 24 | ||
Finance costs | 9 | ( | ( |
| Profit before tax | |||
Tax expense | 10 | ( | ( |
Profit after tax for the year | |||
| Profit/(loss) attributable to: | |||
Owners of the Company | |||
Non-controlling interests | ( | ||
Profit after tax for the year | |||
| Earnings per share: | |||
Basic earnings per share (cents) | 29 | ||
Diluted earnings per share (cents) | 29 |
All activities relate to continuing operations.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Other Comprehensive Income
For the year ended 31 December
| 2025 | 2024 | |
| US$m | US$m | |
Profit after tax for the year | ||
| Other comprehensive gain/(loss): | ||
| Items that may be reclassified subsequently to profit and loss: | ||
Exchange differences on translation of foreign operations | ( | |
Cash flow reserve (loss)/gain | ( | |
Total comprehensive profit for the year net of tax | ||
| Total comprehensive profit/(loss) attributable to: | ||
Owners of the Company | ||
Non-controlling interests | ( | |
Total comprehensive profit for the year net of tax |
The accompanying Notes form an integral part of these Financial Statements.
Financial statements continued
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| 2025 | 2024 | ||
Liabilities | Note | US$m | US$m |
| Current liabilities | |||
Trade and other payables | 19 | ||
Short-term lease liabilities | 21 | ||
Loans | 20 | ||
| Non-current liabilities | |||
Deferred tax liabilities | 10 | ||
Long-term lease liabilities | 21 | ||
Derivative financial liabilities | 26f | ||
Loans | 20 | ||
Minority interest buyout liability | |||
Total liabilities | |||
Total equity and liabilities |
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Financial Position
As at 31 December
| 2025 | 2024 | ||
Assets | Note | US$m | US$m |
| Non-current assets | |||
Intangible assets | 11 | ||
Property, plant and equipment | 12 | ||
Right-of-use assets | 13 | ||
Deferred tax asset | 10 | ||
Derivative financial assets | 26e | ||
| Current assets | |||
Inventories | 14 | ||
Trade and other receivables | 15 | ||
Prepayments | 16 | ||
Cash and cash equivalents | 17 | ||
Total assets | |||
| Equity and liabilities | |||
| Equity | |||
Share capital | 18 | ||
Share premium | 18 | ||
Other reserves | ( | ( | |
Convertible bond reserves | 20 | ||
Share-based payments reserves | 25 | ||
Treasury shares | 18 | ( | ( |
Translation reserve | ( | ||
Retained earnings | ( | ( | |
Equity attributable to owners | |||
Non-controlling interest | |||
Total equity |
Financial statements continued
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Consolidated Statement of Changes in Equity
For the year ended 31 December
| Attributable | ||||||||||||
| Share-based | Convertible | to the owners | Non- | |||||||||
| Share | Other | Treasury | payments | bond | Translation | Retained | of the | controlling | Total | |||
| Share capital | premium | reserves | shares | reserves | reserves | reserve | earnings | Company | interest (NCI) | equity | ||
| Note | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
Balance at 1 January 2024 | ( | ( | ( | ( | ( | ( | ||||||
Profit/(loss) for the year | ( | |||||||||||
Movement in cash flow hedge reserve | ||||||||||||
| Foreign exchange on translation of foreign | ||||||||||||
operations | ( | ( | ( | |||||||||
Total comprehensive profit/(loss) for the year | ( | ( | ||||||||||
| Transactions with owners: | ||||||||||||
Share-based payments | 25 | |||||||||||
Transfer of treasury shares | ( | |||||||||||
Translation of hyperinflationary results | ||||||||||||
Balance at 31 December 2024 | ( | ( | ( | ( | ||||||||
Profit for the year | ||||||||||||
Movement in cash flow hedge reserve | ( | ( | ( | |||||||||
| Foreign exchange on translation of foreign | ||||||||||||
operations | ||||||||||||
Total comprehensive profit/(loss) for the year | ( | |||||||||||
| Transactions with owners: | ||||||||||||
Share-based payments | 25 | |||||||||||
Transfer of treasury shares | ( | |||||||||||
Repurchase of shares | ( | ( | ( | ( | ||||||||
Repurchase of convertible bond | ( | ( | ( | |||||||||
Translation of hyperinflationary results | ||||||||||||
Balance at 31 December 2025 | ( | ( | ( |
Share–based payments reserves relate to share options awarded. See Note 25.
Translation reserve relates to the translation of the Financial Statements of overseas subsidiaries into the presentational currency of the Consolidated Financial Statements.
Included in other reserves is the merger accounting reserve of US$74.2 million (2024: US$74. 2 million) (which arose on the Group reorganisation in 2019 and is the difference between
thecarrying value of the net assets acquired and the nominal value of the share capital) and other individually immaterial items including the cash flow hedge reserve.
The accompanying Notes form an integral part of these Financial Statements.
Financial statements continued
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| 2025 | 2024 | ||
| Note | US$m | US$m | |
| Cash flows from investing activities | |||
Payments to acquire property, plant and equipment 1 | 12 | ( | ( |
Payments to acquire intangible assets 1 | 11 | ( | ( |
Proceeds on disposal of property, plant and equipment | |||
Finance income | |||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Loan drawdowns | |||
Loan issue costs | ( | ||
Repayment of loans and bonds | ( | ( | |
Repayment of lease liabilities | ( | ( | |
Share buyback | ( | ||
Net cash (used in)/generated from financing activities | ( | ||
Net increase in cash and cash equivalents | |||
Foreign exchange on translation movement | |||
Cash and cash equivalents at 1 January | |||
Cash and cash equivalents at 31 December |
1 Working capital movements exclude liabilities and assets relating to the purchases of property, plant and equipment
andintangible assets.
2 Movements in trade and other receivables excludes movements in contract assets, accruals and provision for doubtful
debts. Please see Note 15.
3 Movements in trade and other payables excludes movements in deferred income, deferred consideration and accruals.
Please see Note 19.
The accompanying Notes form an integral part of these Financial Statements.
Consolidated Statement of Cash Flows
For the year ended 31 December
| 2025 | 2024 | ||
| Note | US$m | US$m | |
| Cash flows from operating activities | |||
Profit before tax | |||
| Adjustments for: | |||
Other (gains) and losses | 24 | ( | ( |
Finance costs | 9 | ||
Finance income | 8 | ( | ( |
Depreciation and amortisation | 11-13 | ||
Share-based payments and LTIPs | 25 | ||
(Gain)/loss on disposal of property, plant and equipment | ( | ||
Operating cash flows before movements in working capital | |||
| Movement in working capital: | |||
(Increase)/decrease in inventories | ( | ||
Decrease/(increase) in trade and other receivables 1, 2 | ( | ||
(Increase)/decrease in prepayments | ( | ||
Increase in trade and other payables 1, 3 | |||
Cash generated from operations | |||
Interest paid | ( | ( | |
Tax paid | 10 | ( | ( |
Net cash generated from operating activities |
Financial statements continued
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
2a. Accounting policies
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For the year ended 31 December 2025 continued
2a. Accounting policies (continued)
Going concern (continued)
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2a. Accounting policies (continued)
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2a. Accounting policies (continued)
Hyperinflation accounting (continued)
| Year ended | Year ended | |
| 31 December 2025 | 31 December 2024 | |
| Increase/(Decrease) | Increase/(Decrease) | |
| US$m | US$m | |
Revenue | - | 2.4 |
Operating Profit | (8.5) | (7.5) |
Profit before tax | 4.0 | (2.7) |
Non-current assets | 66.4 | 69.5 |
Equity attributable to owners of the parent | (55.7) | (64.4) |
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2a. Accounting policies (continued)
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2a. Accounting policies (continued)
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2a. Accounting policies (continued)
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2a. Accounting policies (continued)
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2b. Critical judgements in applying the Group’s accounting policies (continued)
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3. Segmental reporting
The following segmental information is presented in a consistent format with management information considered by the Group CEO, who is considered to be the chief operating decision maker
(CODM). Operating segments are determined based on geographical location. All operating segments have the same business of operating and maintaining telecoms towers and renting space
on such towers. Accounting policies are applied consistently for all operating segments. The segment operating result used by the CODM is Adjusted EBITDA, which is defined in Note 4.
| Central & | |||||
| Middle East & | East & West | Southern | |||
North Africa 3 | Africa 4 | Africa 5 | Corporate | Group | |
For the year to 31 December 2025 | US$m | US$m | US$m | US$m | US$m |
Revenue | 74.5 | 348.2 | 431.4 | - | 854.1 |
Adjusted EBITDA 1 | 55.0 | 236.2 | 223.8 | (43.9) | 471.1 |
Adjusted EBITDA margin 2 | 74% | 68% | 52% | - | 55% |
| Financing costs | |||||
Interest costs | (30.2) | (68.8) | (75.9) | (7.1) | (182.0) |
Foreign exchange differences | (0.5) | (33.4) | 36.5 | 15.7 | 18.3 |
Total finance costs | (30.7) | (102.2) | (39.4) | 8.6 | (163.7) |
| Other segmental information | |||||
Non-current assets | 501.6 | 665.3 | 713.8 | 9.2 | 1,889.9 |
Property, plant and equipment and intangibles additions | 24.6 | 75.9 | 86.0 | - | 186.5 |
Property, plant and equipment and intangibles depreciation and amortisation | 21.7 | 48.1 | 66.7 | 10.2 | 146.7 |
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3. Segmental reporting (continued)
| Central & | |||||
| Middle East & | East & West | Southern | |||
North Africa 3 | Africa 4 | Africa 5 | Corporate | Group | |
For the year to 31 December 2024 | US$m | US$m | US$m | US$m | US$m |
Revenue | 68.6 | 325.5 | 397.9 | - | 792.0 |
Adjusted EBITDA 1 | 49.3 | 210.4 | 199.3 | (38.0) | 421.0 |
Adjusted EBITDA margin 2 | 72% | 65% | 50% | - | 53% |
| Financing costs | |||||
Interest costs | (33.8) | (79.7) | (77.4) | (1.0) | (191.9) |
Foreign exchange differences | (0.3) | 2.4 | (30.4) | 6.6 | (21.7) |
Loss on refinancing | – | – | – | (5.0) | (5.0) |
Total finance costs | (34.1) | (77.3) | (107.8) | 0.6 | (218.6) |
| Other segmental information | |||||
Non-current assets | 501.1 | 597.9 | 647.3 | 13.0 | 1,759.3 |
Property, plant and equipment and intangibles additions | 23.1 | 67.4 | 85.0 | 11.6 | 187.1 |
Property, plant and equipment and intangibles depreciation and amortisation | 22.2 | 57.9 | 53.4 | 6.8 | 140.3 |
| Year ended 31 December | ||||
Revenue | Revenue | |||
2025 | 2025 | 2024 | 2024 | |
(US$m) | US$m | % | US$m | % |
Airtel Africa | 237.9 | 27.9% | 192.2 | 24.3% |
Vodafone/Vodacom | 196.6 | 23.0% | 182.2 | 23.0% |
Orange | 94.6 | 11.1% | 89.0 | 11.2% |
Axian | 88.2 | 10.3% | 82.4 | 10.4% |
Total | 617.3 | 72.3% | 545.8 | 68.9% |
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4. Reconciliation of aggregate segmental Adjusted EBITDA to profit before tax
The key segment operating result used by CODM is Adjusted EBITDA, which is also used as
an Alternative Performance Measure (APM) for the Group as a whole.
Management defines Adjusted EBITDA as profit before tax for the year, adjusted for finance
costs, other gains and losses, finance income, gain/loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation of property, plant and equipment,
depreciation of right–of–use assets, deal costs not capitalised, share–based payments and
long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one–off by management by virtue of their size and/or incidence.
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by variations in capital structures (affecting interest and finance
charges), tax positions (such as the impact of changes in effective tax rates or net operating
losses) and the age and booked depreciation on assets. The Group excludes certain items
from Adjusted EBITDA, such as gain/loss on disposal of property, plant and equipment
and other adjusting items because it believes they are not indicative of its underlying
trading performance.
Adjusted EBITDA is reconciled to profit before tax as follows:
| 2025 | 2024 | |
| US$m | US$m | |
Aggregate Adjusted EBITDA | 515.0 | 459.0 |
Corporate Adjusted EBITDA | (43.9) | (38.0) |
Adjusted EBITDA | 471.1 | 421.0 |
| Adjusting items: | ||
Deal costs 1 | (3.4) | (1.4) |
Share-based payments and LTIP charges 2 | (7.1) | (4.7) |
Other 3 | (3.5) | (1.2) |
Gain/(loss) on disposal of property, plant and equipment | 1.2 | (5.2) |
Other gains and (losses) | 11.9 | 17.1 |
Depreciation of property, plant and equipment | (114.7) | (113.3) |
Amortisation of intangible assets | (32.1) | (27.0) |
Depreciation of right-of-use assets | (25.5) | (25.9) |
Finance income | 1.8 | 3.4 |
Finance costs | (163.7) | (218.6) |
Profit before tax | 136.0 | 44.2 |
1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which cannot
be capitalised. These comprise employee costs, professional fees, travel costs and set–up costs incurred prior to operating
activities commencing.
2 Share–based payments and long-term incentive plan charges and associated costs.
3 Other includes severance and exceptional costs.
| 2025 | 2024 | |
| US$m | US$m | |
Cost of inventory expensed | 119.8 | 131.0 |
Auditor remuneration (see Note 5b) | 3.3 | 3.1 |
(Gain)/loss on disposal of property, plant and equipment | (1.2) | 5.2 |
Depreciation and amortisation | 172.3 | 166.2 |
Staff costs (Note 6) | 50.0 | 47.7 |
| 2025 | 2024 | |
| US$m | US$m | |
Statutory audit of the Company’s annual accounts | 0.8 | 0.7 |
Statutory audit of the Company’s subsidiaries | 2.3 | 2.1 |
Audit fees | 3.1 | 2.8 |
Interim review engagements | 0.2 | 0.3 |
Other assurance services 1 | - | 0.3 |
Audit related assurance services | 0.2 | 0.6 |
Total non-audit fees | 0.2 | 0.6 |
Total fees | 3.3 | 3.4 |
| 2025 | 2024 | |
| US$m | US$m | |
Wages and salaries | 45.3 | 44.0 |
Social security costs | 3.6 | 2.8 |
Pension costs | 1.1 | 0.9 |
50.0 | 47.7 |
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6. Staff costs (continued)
2025 | 2024 | |
Operations and IT | 398 | 380 |
Legal and regulatory | 31 | 30 |
Administration | 57 | 55 |
Finance | 107 | 106 |
Sales and marketing | 41 | 40 |
611 |
7. Key management personnel compensation
| 2025 | 2024 | |
| US$m | US$m | |
Salary, fees and bonus | 4.6 | 3.9 |
Pension and benefits | 0.2 | 0.2 |
Share-based payment charge | 1.3 | 0.7 |
6.1 | 4.8 |
The above remuneration information relates to Directors in Helios Towers plc. Further details
can be found in the Directors’ Remuneration Report of the Annual Report.
| 2025 | 2024 | |
| US$m | US$m | |
Bank interest receivable | 1.8 | 3.4 |
| 2025 | 2024 | |
| US$m | US$m | |
Foreign exchange differences 1 | (18.3) | 21.7 |
Interest costs | 153.9 | 165.6 |
Interest costs on lease liabilities | 28.1 | 26.3 |
Loss/(gain) on refinancing | - | 5.0 |
163.7 | 218.6 |
| 2025 | 2024 | |
| US$m | US$m | |
| (a) Tax expense | ||
| Current tax | ||
In respect of current year | 50.6 | 32.8 |
Adjustment in respect of prior years | 7.7 | 10.1 |
Total current tax | 58.3 | 42.9 |
| Deferred Tax | ||
| Originating temporary differences on acquisition of subsidiary | ||
undertakings | (2.7) | (1.0) |
Originating temporary differences on capital assets and losses | 43.3 | (28.7) |
Adjustment in respect of prior years | (2.3) | 4.0 |
Total deferred tax | 38.3 | (25.7) |
Total tax expense | 96.6 | 17.2 |
| (b) Tax reconciliation: | ||
Profit before tax | 136.0 | 44.2 |
Tax computed at local statutory tax rate | 34.0 | 11.1 |
Tax effect of expenditure not deductible | 30.1 | 32.5 |
Fixed asset timing differences | - | 0.4 |
Change in deferred income tax movement not recognised | 16.4 | 11.8 |
Recognition of previously unrecognised deferred tax | (3.7) | (31.6) |
Prior year under provision | 5.4 | 14.1 |
Minimum income taxes | 3.3 | 3.0 |
Different tax rates applied in overseas jurisdictions | 15.7 | 3.7 |
Withholding taxes suffered | 1.7 | - |
Other | (6.3) | (28.0) |
Total tax expense | 96.6 | 17.2 |
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10. Tax expense, tax paid and deferred tax (continued)
| 2025 | 2024 | |
| Tax paid | US$m | US$m |
Income tax | (45.5) | (33.2) |
Total tax paid | (45.5) | (33.2) |
| Accelerated | |||||
| tax | Temporary | Tax | Intangible | ||
| depreciation | differences | losses | assets | Total | |
| US$m | US$m | US$m | US$m | US$m | |
1 January 2024 | (12.0) | 28.2 | 6.4 | (34.9) | (12.3) |
Charge for the year | (1.5) | 23.4 | 2.6 | 1.0 | 25.5 |
Exchange rate differences | 2.2 | 0.2 | - | (1.7) | 0.7 |
31 December 2024 | (11.3) | 51.8 | 9.0 | (35.6) | 13.9 |
Charge for the year | (12.7) | (52.5) | 16.3 | 2.4 | (46.5) |
Exchange rate differences | - | 4.3 | 4.0 | - | 8.3 |
31 December 2025 | (24.0) | 3.6 | 29.3 | (33.2) | (24.3) |
| 2025 | 2024 | |
| US$m | US$m | |
Deferred tax liabilities | (50.3) | (28.3) |
Deferred tax assets | 26.0 | 42.2 |
Total | (24.3) | 13.9 |
| 2025 | 2024 | |
| US$m | US$m | |
Property, plant and equipment | 1.1 | (3.2) |
Intangible assets | (0.5) | - |
Tax losses | 25.3 | 9.2 |
Provisions | - | 2.6 |
Unrealised foreign exchange | - | 31.6 |
IFRS 16 | 0.1 | 2.0 |
Deferred tax assets | 26.0 | 42.2 |
Property, plant and equipment | (30.1) | (8.2) |
Intangible assets | (32.7) | (35.0) |
Unrealised foreign exchange | (2.4) | 5.2 |
Provisions | 9.5 | 8.9 |
Tax losses | 4.0 | - |
IFRS 16 | 1.4 | 0.4 |
Other | 0.0 | 0.4 |
Deferred tax liabilities | (50.3) | (28.3) |
Total | (24.3) | 13.9 |
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| Computer | |||||||
| Customer | Customer | Colocation | Non-compete | software | |||
| Goodwill | contracts | relationships | rights | agreement | and licence | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| Cost | |||||||
At 1 January 2024 | 40.7 | 2.7 | 521.1 | 8.0 | 1.0 | 48.5 | 622.0 |
Additions during the year | - | - | - | - | - | 9 . 4 | 9 . 4 |
Effects of foreign currency exchange differences | - | - | (10.7) | 0.4 | - | (0.6) | (10.9) |
Hyperinflation impacts | 4.2 | - | 11.8 | - | - | 1.6 | 17.6 |
At 31 December 2024 | 44.9 | 2.7 | 522.2 | 8.4 | 1.0 | 58.9 | 638.1 |
Additions during the year | - | - | - | - | - | 5 . 8 | 5 . 8 |
Disposals | - | - | - | - | - | (1.2) | (1.2) |
Effects of foreign currency exchange differences | 1.1 | 0.2 | 18.4 | (0.1) | - | 5.7 | 25.3 |
Hyperinflation impacts | 2 . 5 | - | 5 . 1 | - | - | - | 7 . 6 |
At 31 December 2025 | 48.5 | 2.9 | 545.7 | 8.3 | 1.0 | 69.2 | 675.6 |
| Amortisation | |||||||
At 1 January 2024 | - | (0.8) | (31.5) | (2.8) | (0.9) | (39.6) | (75.6) |
Charge for year | - | (0.3) | (18.4) | (0.5) | (0.1) | (7.7) | (27.0) |
Effects of foreign currency exchange differences | - | - | 0.7 | (0.2) | - | 0.2 | 0.7 |
Hyperinflation impacts | - | - | (3.9) | - | - | (0.9) | (4.8) |
At 31 December 2024 | - | (1.1) | (53.1) | (3.5) | (1.0) | (48.0) | (106.7) |
Charge for year | - | (0.2) | (22.6) | (0.6) | - | (8.7) | (32.1) |
Disposals | - | - | - | - | - | 1 . 2 | 1 . 2 |
Effects of foreign currency exchange differences | - | - | (4.0) | - | - | (5.4) | (9.4) |
Hyperinflation impacts | - | - | (0.5) | - | - | - | (0.5) |
At 31 December 2025 | - | (1.3) | (80.2) | (4.1) | (1.0) | (60.9) | (147.5) |
| Net book value | |||||||
At 31 December 2025 | 48.5 | 1.6 | 465.5 | 4.2 | - | 8.3 | 528.1 |
At 31 December 2024 | 44.9 | 1.6 | 469.1 | 4.9 | - | 10.9 | 531.4 |
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11. Intangible assets (continued)
| 2025 | 2024 | |
| US$m | US$m | |
Middle East & North Africa | 16.6 | 16.6 |
East & West Africa | 17.6 | 14.6 |
Central & Southern Africa | 14.3 | 13.7 |
Total 1 | 48.5 | 44.9 |
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| 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$m | |
| Cost | |||||||
At 1 January 2024 | 8.7 | 2.0 | 5.8 | 2,019.3 | 6.4 | 3.6 | 2,045.8 |
Additions | 0.3 | 3.4 | 1.5 | 171.7 | - | 0.7 | 177.6 |
Disposals | (1.2) | (1.9) | - | (25.7) | - | (1.7) | (30.5) |
Effects of foreign currency exchange differences | (0.1) | - | (0.1) | (66.8) | (0.1) | - | (67.1) |
Hyperinflation impacts | 0.1 | - | 0.2 | 91.3 | - | 0.1 | 91.7 |
At 31 December 2024 | 7.8 | 3.5 | 7.4 | 2,189.8 | 6.3 | 2.7 | 2,217.5 |
Additions | 1.6 | 0.3 | 2.3 | 176.5 | - | - | 180.7 |
Disposals | - | - | (0.1) | (2.1) | - | - | (2.2) |
Effects of foreign currency exchange differences | (1.2) | 0.5 | 0.9 | 237.1 | (1.1) | 0.1 | 236.3 |
Hyperinflation impacts | - | - | 0.3 | 73.0 | - | - | 73.3 |
At 31 December 2025 | 8.2 | 4.3 | 10.8 | 2,674.3 | 5.2 | 2.8 | 2,705.6 |
| Depreciation | |||||||
At 1 January 2024 | (8.6) | (1.9) | (4.6) | (1,108.7) | (0.4) | (3.3) | (1,127.5) |
Charge for the year | (0.2) | (0.4) | (0.6) | (111.9) | - | (0.2) | (113.3) |
Disposals | 1.6 | 0.4 | - | 21.3 | - | 1.7 | 25.0 |
Effects of foreign currency exchange differences | 0.1 | - | 0.1 | 34.2 | - | - | 34.4 |
Hyperinflation impacts | (0.1) | - | (0.1) | (54.9) | - | - | (55.1) |
At 31 December 2024 | (7.2) | (1.9) | (5.2) | (1,220.0) | (0.4) | (1.8) | (1,236.5) |
Charge for the year | (0.3) | (0.7) | (1.3) | (112.1) | - | (0.3) | (114.7) |
Disposals | - | - | 0.1 | 2.1 | - | - | 2.2 |
Effects of foreign currency exchange differences | (0.4) | (0.2) | (0.8) | (210.1) | 0.4 | (0.1) | (211.2) |
Hyperinflation impacts | - | - | (0.2) | (40.3) | - | - | (40.5) |
At 31 December 2025 | (7.9) | (2.8) | (7.4) | (1,580.4) | - | (2.2) | (1,600.7) |
| Net book value | |||||||
At 31 December 2025 | 0.3 | 1.5 | 3.4 | 1,093.9 | 5.2 | 0.6 | 1,104.9 |
At 31 December 2024 | 0.6 | 1.6 | 2.2 | 969.8 | 5.9 | 0.9 | 981.0 |
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13. Right–of–use assets
| Motor | ||||
| Land | Buildings | vehicles | Total | |
| US$m | US$m | US$m | US$m | |
| Cost | ||||
At 1 January 2024 | 327.0 | 26.9 | 1.3 | 355.2 |
Additions | 19.5 | 1.1 | - | 20.6 |
Disposals | (3.8) | (9.4) | (1.1) | (14.3) |
Effects of foreign currency exchange differences | (2.8) | (0.1) | - | (2.9) |
Hyperinflation impacts | 1.0 | 0.5 | - | 1.5 |
At 31 December 2024 | 340.9 | 19.0 | 0.2 | 360.1 |
Additions | 26.6 | 0.5 | 0.5 | 27.6 |
Disposals | (5.0) | (0.9) | (0.1) | (6.0) |
Effects of foreign currency exchange differences | 8.2 | 0.9 | - | 9.1 |
Hyperinflation impacts | 3.5 | 0.1 | - | 3.6 |
At 31 December 2025 | 374.2 | 19.6 | 0.6 | 394.4 |
| Depreciation | ||||
At 1 January 2024 | (89.6) | (11.0) | (0.6) | (101.2) |
Charge for the year | (21.5) | (4.2) | (0.2) | (25.9) |
Disposals | 3.8 | 7.6 | 0.8 | 12.2 |
Effects of foreign currency exchange differences | (1.0) | (0.6) | 0.1 | (1.5) |
Hyperinflation impacts | 3.2 | 0.2 | (0.2) | 3.2 |
At 31 December 2024 | (105.1) | (8.0) | (0.1) | (113.2) |
Charge for the year | (22.5) | (2.6) | (0.4) | (25.5) |
Disposals | 4.9 | 1.1 | 0.1 | 6.1 |
Effects of foreign currency exchange differences | (2.8) | (0.4) | - | (3.2) |
Hyperinflation impacts | (1.6) | (0.1) | - | (1.7) |
At 31 December 2025 | (127.1) | (10.0) | (0.4) | (137.5) |
| Net book value | ||||
At 31 December 2025 | 247.1 | 9.6 | 0.2 | 256.9 |
At 31 December 2024 | 235.8 | 11.0 | 0.1 | 246.9 |
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14. Inventories
| 2025 | 2024 | |
| US$m | US$m | |
Inventories | 12.9 | 10.0 |
Inventories are primarily made up of fuel stocks of US$12.9 million (2024: US$9.9 million)
and raw materials of US$nil (2024: US$0.1 million). The impact of inventories recognised as
an expense during the year in respect of continuing operations was US$119.8 million (2024:
US$131.0 million).
| 2025 | 2024 | |
| US$m | US$m | |
Trade receivables | 157.9 | 179.8 |
Loss allowance | (7.1) | (6.9) |
150.8 | 172.9 | |
Contract Assets | 107.5 | 80.3 |
Sundry Receivables | 38.7 | 29.1 |
VAT and withholding tax receivable | 24.7 | 23.0 |
321.7 | 305.3 |
| 2025 | 2024 | |
| Loss allowance | US$m | US$m |
Balance brought forward | (6.9) | (5.4) |
Amounts written off/derecognised | - | - |
Net remeasurement of loss allowance | (0.3) | (1.5) |
Unused amounts reversed | 0.1 | - |
(7.1) | (6.9) |
| 2025 | 2024 | |
| US$m | US$m | |
Trade receivables | 157.9 | 179.8 |
Accrued revenue 1 | 18.2 | 7.0 |
Less: Loss allowance | (7.1) | (6.9) |
Less: Deferred income 2, 3 | (53.3) | (74.5) |
Net receivables | 115.7 | 105.4 |
Revenue | 854.1 | 792.0 |
Debtor days | 49 | 49 |
| 2025 | 2024 | |
| US$m | US$m | |
Prepayments | 38.6 | 36.9 |
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| 2025 | 2024 | |
| US$m | US$m | |
Bank balances | 217.3 | 161.0 |
2025 | 2024 | |||
| Number | Number | |||
| of shares | of shares | |||
| (million) US$m | (million) | US$m | ||
| Authorised, issued and fully paid ordinary | ||||
shares of £0.01 each | 1,044.2 | 13.4 | 1,052.7 | 13.5 |
1,044.2 | 13.4 | 1,052.7 | 13.5 |
| 2025 | 2024 | |
| US$m | US$m | |
Trade payables | 46.7 | 37.9 |
Deferred income | 80.6 | 64.4 |
Deferred consideration | 9.2 | 29.3 |
Accruals | 182.5 | 123.5 |
VAT, withholding tax, and other taxes payable | 65.4 | 53.9 |
384.4 | 309.0 |
| 2025 | 2024 | |
| US$m | US$m | |
Loans and bonds | 1,721.5 | 1,698.1 |
Bank overdraft | 34.5 | 23.2 |
Total loans and bonds | 1,756.0 | 1,721.3 |
Current | 51.3 | 39.9 |
Non-current | 1,704.7 | 1,681.4 |
1,756.0 | 1,721.3 |
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20. Loans (continued)
At December 2025 | At December 2024 | ||||
Loan | Maturity | Facility US$m | Drawn US$m | Facility US$m | Drawn US$m |
Senior notes (USD) | 2029 | 850.0 | 850.0 | 850.0 | 850.0 |
Convertible bond 1 (USD) | 2027 | 148.4 | 148.4 | 247.3 | 247.3 |
Term Facility A (USD) | 2028 | 64.0 | 64.0 | 64.0 | 64.0 |
Term Facility B (USD) | 2028 | 120.0 | 120.0 | 120.0 | - |
Term Facility C (USD) | 2028 | 261.0 | 261.0 | 261.0 | 261.0 |
Revolving Credit Facility (USD) | 2028 | 90.0 | - | 90.0 | - |
Oman Facility A (USD/OMR) | 2035 | 174.8 | 174.8 | 187.8 | 187.8 |
Oman Facility B (OMR) | 2035 | 40.0 | 29.9 | 40.0 | 14.8 |
Revolving Credit Facility (OMR) | Annual | 20.0 | - | 20.0 | - |
Minority SHL Oman (USD) | 2032 | 45.5 | 42.5 | 45.5 | 42.5 |
Minority SHL Malawi (MWK) | 2032 | 8.0 | 8.0 | 6.2 | 6.0 |
Bank Overdraft (USD) | Quarterly | 44.0 | 34.5 | 44.0 | 23.2 |
Taxes, issue costs and other 2 | - | 22.9 | - | 24.7 | |
Total | 1,756.0 | 1,721.3 |
| 2025 | 2024 | |
| US$m | US$m | |
| Short-term lease liabilities | ||
Land | 31.8 | 31.1 |
Buildings | 2.5 | 2.1 |
Motor vehicles | 0.2 | - |
34.5 | 33.2 |
| 2025 | 2024 | |
| US$m | US$m | |
| Long-term lease liabilities | ||
Land | 192.0 | 181.6 |
Buildings | 8.6 | 8.9 |
Motor vehicles | - | - |
200.6 | 190.5 |
| Within 1 year | 1-5 years | 5-10 years | 10+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
31 December 2025 | 43.9 | 144.8 | 154.4 | 371.8 | 714.9 |
31 December 2024 | 42.7 | 135.6 | 135.4 | 344.5 | 658.2 |
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22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of the reporting
period. This is total revenue that is contractually due to the Group, subject to the performance
of the obligation of the Group related to these revenues. Management refers to this as
contracted revenue.
| 2025 | 2024 | |
| US$m | US$m | |
Total contracted revenue | 5,345.6 | 5,114.7 |
| Year ended 31 December | |||||
(US$m) | 2026 | 2027 | 2028 | 2029 | 2030 |
Middle East & North Africa | 61.6 | 61.7 | 61.7 | 61.7 | 61.7 |
East & West Africa | 297.8 | 281.3 | 281.3 | 278.1 | 266.7 |
Central & Southern Africa | 372 | 347.8 | 340.9 | 293.1 | 264.2 |
Total | 731.4 | 690.8 | 683.9 | 632.9 | 592.6 |
24. Other gains and (losses)
| 2025 | 2024 | |
| US$m | US$m | |
Fair value gain on embedded derivative financial instruments | 5.4 | 0.3 |
Net monetary gain on hyperinflation | 12.4 | 16.9 |
Fair value movement on forward contracts | - | (0.1) |
Unamortised costs relating to repurchase of convertible bonds | (5.9) | - |
11.9 | 17.1 |
Further detail can be found in Note 26 and 2a in respect of hyperinflation.
Number of options | 2025 | 2024 |
As at 1 January | 481,487 | 522,053 |
Granted during the year | - | - |
Exercised during the year | (481,487) | (40,566) |
Forfeited during the year | - | - |
As at 31 December | - | 481,487 |
| Of which: | ||
Vested and exercisable | - | 481,487 |
Unvested | - | - |
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25. Share–based payments (continued)
| 2025 | 2024 | |
| Number | Number | |
| of options | of options | |
As at 1 January | 27,305,780 | 16,565,765 |
Granted during the year | 11,620,188 | 14,410,164 |
Lapsed during the year | (1,417,511) | (1,203,386) |
Exercised during the year | (1,146,487) | (1,207,928) |
Forfeited during the year | (2,090,350) | (1,258,835) |
As at 31 December | 34,271,620 | 27,305,780 |
Vested and exercisable at 31 December | 2,616,501 | 1,441,907 |
| Adjusted | ||||
| Relative | EBITDA | Impact | ||
| TSR | per share | ROIC | 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% |
TSR projection period | 2.63 | n/a | n/a | n/a |
| Expected life from grant date | ||||
(years) | 2.87 | 2.87 | 2.87 | 2.87 |
Volatility | 38.3% | n/a | n/a | n/a |
Risk-free rate of interest | 3.9% | n/a | n/a | n/a |
Dividend yield | n/a | n/a | n/a | n/a |
Average FTSE 250 volatility | 33.9% | n/a | n/a | n/a |
Average FTSE 250 correlation | 25.5% | n/a | n/a | n/a |
Fair value per share | £0.385 | £0.918 | £0.918 | £0.918 |
| Adjusted | ||||
| Relative | EBITDA | Impact | ||
| TSR | per share | ROIC | 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% | 100.0% | 100.0% | 100.0% |
TSR projection period | 2.66 | n/a | n/a | n/a |
| Expected life from grant date | ||||
(years) | 2.91 | 2.91 | 2.91 | 2.91 |
Volatility | 42.0% | n/a | n/a | n/a |
Risk-free rate of interest | 4.3% | n/a | n/a | n/a |
Dividend yield | n/a | n/a | n/a | n/a |
Average FTSE 250 volatility | 34.0% | n/a | n/a | n/a |
Average FTSE 250 correlation | 27.0% | n/a | n/a | n/a |
Fair value per share | £0.780 | £1.022 | £1.022 | £1.022 |
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25. Share–based payments (continued)
| Relative | Adjusted EBITDA | Impact | ||
| TSR | per share | ROIC | Scorecard | |
Grant date | 15−May−25 | 15−May−25 | 15−May−25 | 15−May−25 |
Share price at grant date | £1.128 | £1.128 | £1.128 | £1.128 |
Fair value as a percentage of the grant price | 67.0% | 100.0% | 100.0% | 100.0% |
TSR projection period | 2.63 | n/a | n/a | n/a |
| Expected life from grant date | ||||
(years) | 2.88 | 2.88 | 2.88 | 2.88 |
Volatility | 38.0% | n/a | n/a | n/a |
Risk-free rate of interest | 3.8% | n/a | n/a | n/a |
Dividend yield | n/a | n/a | n/a | n/a |
Average FTSE 250 volatility | 31.0% | n/a | n/a | n/a |
Average FTSE 250 correlation | 24.0% | n/a | n/a | n/a |
Fair value per share | £0.756 | £1.128 | £1.128 | £1.128 |
| 2025 | 2024 | |
| Number | Number | |
| of RSUs | of RSUs | |
As at 1 January | 3,955,393 | 3,265,037 |
Granted during the year | 1,891,994 | 1,480,813 |
Forfeited during the year | (321,653) | (283,488) |
Vested during the year | (1,044,304) | (506,969) |
As at 31 December | 4,481,430 | 3,955,393 |
2025 | 2024 | |
As at 1 January | 190,342 | 85,755 |
Granted during the year | 124,173 | 141,170 |
Forfeited during the year | - | - |
Vested during the year | (49,172) | (36,583) |
As at 31 December | 265,343 | 190,342 |
| 2025 | 2024 | |||||
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| Derivative financial | ||||||
assets | - | - | 18.9 | - | - | 13.5 |
Assets | - | - | 18.9 | - | - | 13.5 |
| Derivative financial | ||||||
liabilities | - | (10.8) | - | - | (5.8) | - |
Liabilities | - | (10.8) | - | - | (5.8) | - |
Total | - | (10.8) | 18.9 | - | (5.8) | 13.5 |
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26. Financial instruments (continued)
| 2025 | 2024 | |
| US$m | US$m | |
Debt (net of issue costs) | 1,991.1 | 1,945.0 |
Less: cash and cash equivalents | (217.3) | (161.0) |
Net debt | 1,773.8 | 1,784.0 |
Equity attributable to the owners 1 | 40.3 | 4.7 |
Non-controlling interests 1 | 36.1 | 31.2 |
Gearing ratio | 23.2x | 49.7x |
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26. Financial instruments (continued)
Assets | Liabilities | |||
| 2025 | 2024 | 2025 | 2024 | |
| US$m | US$m | US$m | US$m | |
New Ghanaian Cedi | 11.1 | 17.2 | 27.2 | 19.7 |
Malagasy Ariary | 13.0 | 13.4 | 21.6 | 10.6 |
Tanzanian Shilling | 55.7 | 100.2 | 116.4 | 101.0 |
South African Rand | 1.1 | 3.1 | 21.2 | 12.7 |
Central African Franc | 43.8 | 41.4 | 82.0 | 65.9 |
Malawian Kwacha | 27.9 | 13.4 | 25.3 | 16.7 |
Omani Rial | 48.2 | 45.3 | 103.0 | 89.5 |
200.8 | 234.0 | 396.7 | 316.1 |
| Impact on profit or loss | ||
| 2025 | 2024 | |
| US$m | US$m | |
New Ghanaian Cedi | 0.5 | (0.9) |
Malagasy Ariary | (0.1) | 0.2 |
Tanzanian Shilling | (1.2) | - |
South African Rand | 0.2 | (0.5) |
Central African Franc | 1.2 | (0.7) |
Malawian Kwacha | 0.5 | (0.9) |
Omani Rial (Pegged to USD) | - | - |
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26. Financial instruments (continued)
Credit risk management (continued)
31 December 2025 | 31 December 2024 | ||||||
| Gross | Loss | Net | Gross | Loss | Net | ||
| exposure | allowance | exposure | exposure | allowance | exposure | ||
Group Rating | Risk Level | US$m | US$m | US$m | US$m | US$m | US$m |
1 | R e m o t e r i s k | 255.6 | (0.6) | 255.0 | 238.5 | (1.9) | 236.6 |
2 | Low risk | 31.0 | (2.7) | 28.3 | 30.6 | (1.1) | 29.5 |
3 | Medium risk | 0.1 | (0.0) | 0.1 | 0.2 | 0.0 | 0.2 |
4 | High risk | 17.0 | (3.5) | 13.5 | 18.7 | (3.2) | 15.5 |
5 | Risk of loss | 0.4 | (0.3) | 0.1 | 1.2 | (0.7) | 0.5 |
Total | 304.1 | (7.1) | 297.0 | 289.2 | (6.9) | 282.3 |
| Within 1 year | 1-2 years | 2-5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2025 | |||||
Non-interest bearing | 238.4 | - | - | - | 238.4 |
Fixed interest rate instruments | 153.8 | 364.2 | 1,116.8 | 434.7 | 2,069.5 |
Variable interest rate instruments | 62.0 | 63.7 | 558.1 | 147.7 | 831.5 |
454.2 | 427.9 | 1,674.9 | 582.4 | 3,139.4 | |
| 31 December 2024 | |||||
Non-interest bearing | 190.7 | - | - | - | 190.7 |
Fixed interest rate instruments | 144.0 | 117.9 | 1,371.0 | 548.9 | 2,181.8 |
Variable interest rate instruments | 60.1 | 59.3 | 467.9 | 176.6 | 763.9 |
394.8 | 177.2 | 1,838.9 | 725.5 | 3,136.4 |
| Within 1 year | 1-2 years | 2-5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2025 | |||||
Non-interest bearing | 297.0 | - | - | - | 297.0 |
Variable interest rate instruments | 217.3 | - | - | - | 217.3 |
514.3 | - | - | - | 514.3 | |
| 31 December 2024 | |||||
Non-interest bearing | 282.3 | - | - | - | 282.3 |
Variable interest rate instruments | 161.0 | - | - | - | 161.0 |
443.3 | - | - | - | 443.3 |
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26. Financial instruments (continued)
| Within 1 year | 1-2 years | 2-5 years | 5+ years | Total | |
| US$m | US$m | US$m | US$m | US$m | |
| 31 December 2025 | |||||
| Net settled: | |||||
Embedded derivatives | - | - | 18.9 | - | 18.9 |
- | - | 18.9 | - | 18.9 | |
| 31 December 2024 | |||||
| Net settled: | |||||
Embedded derivatives | - | - | 13.5 | - | 13.5 |
- | - | 13.5 | - | 13.5 |
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26. Financial instruments (continued)
f. Risk management strategy of hedge relationships (continued)
| 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 2025 | ||||||
Financial derivatives | - | (3.9) | (8.0) | (0.7) | (0.2) | (12.8) |
- | (3.9) | (8.0) | (0.7) | (0.2) | (12.8) |
| Opening | Gain/(loss) | Closing | Weighted | |||
| Notional | Carrying | balance 1 Jan | deferred to | balance | average | |
| amounts | value | 2025 | OCI | 31 Dec 2025 | maturity | |
| Interest rate swaps | US$m | US$m | US$m | US$m | US$m | year |
USD term loans | 387.4 | (10.8) | 5.8 | 5.0 | 10.8 | 2029 |
| Less than | ||||||
| On demand | 12 months | 1-2 years | 2-5 years | >5 years | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| 31 December 2024 | ||||||
Financial derivatives | - | (1.0) | (3.7) | (1.5) | (0.3) | (6.5) |
- | (1.0) | (3.7) | (1.5) | (0.3) | (6.5) |
| Opening | Gain/(loss) | Closing | Weighted | |||
| Notional | Carrying | balance 1 Jan | deferred to | balance | average | |
| amounts | value | 2024 | OCI | 31 Dec 2024 | maturity | |
| Interest rate swaps | US$m | US$m | US$m | US$m | US$m | year |
USD term loans | 393.9 | (4.4) | 14.7 | (8.3) | 5.8 | 2029 |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025 continued
| 2025 | 2024 | |
| US$m | US$m | |
External debt 1 | (1,705.5) | (1,672.8) |
Lease liabilities | (235.1) | (223.7) |
Cash and cash equivalents | 217.3 | 161.0 |
Net debt | (1,723.3) | (1,735.5) |
| At | At | |||
| 1 January | 31 December | |||
| 2025 | Cash flows | Other 1 | 2025 | |
| 2025 | US$m | US$m | US$m | US$m |
Cash and cash equivalents | 161.0 | 55.2 | 1.1 | 217.3 |
External debt | (1,672.8) | (13.5) | (19.2) | (1,705.5) |
Lease liabilities | (223.7) | 20.9 | (32.3) | (235.1) |
Total financing liabilities | (1,896.5) | 7.4 | (51.5) | (1,940.6) |
Net debt | (1,735.5) | 62.6 | (50.4) | (1,723.3) |
| 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) |
29. Earnings per share
Basic earnings per share has been calculated by dividing the total earnings for the year by the
weighted average number of shares in issue during the year after adjusting for shares held in
the EBT.
To calculate diluted earnings per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all dilutive potential shares. Share options granted
to employees where the exercise price is less than the average market price of the Company’s
ordinary shares during the year are considered to be dilutive potential shares. Where share
options are exercisable based on performance criteria and those performance criteria have been
met during the year, these options are included in the calculation of dilutive potential shares.
The Directors believe that Adjusted EBITDA per share is a useful additional measure to better
understand the performance of the business (refer to Note 4).
Earnings per share is based on:
| 2025 | 2024 | |
| US$m | US$m | |
| Profit after tax for the year attributable to owners | ||
of the Company | 39.2 | 33.5 |
Adjusted EBITDA (Note 4) | 471.1 | 421.0 |
| 2025 | 2024 | |
| Number | Number | |
| Weighted average number of ordinary shares used | ||
to calculate basic earnings per share | 1,050,728,537 | 1,050,040,649 |
Weighted average number of dilutive potential shares | 129,413,527 | 129,993,727 |
| Weighted average number of ordinary shares used | ||
to calculate diluted earnings per share | 1,180,142,064 | 1,180,034,376 |
| 2025 | 2024 | |
| Earnings per share | cents | cents |
Basic | 3.7 | 3.2 |
Diluted | 3.3 | 2.8 |
| 2025 | 2024 | |
| Adjusted EBITDA per share | cents | cents |
Basic | 44.8 | 40.1 |
Diluted | 39.9 | 35.7 |
The calculation of basic and diluted earnings per share is based on the net earnings
attributable to equity holders of the Company entity for the year of US$39.2 million (2024:
US$33.5 million). Basic and diluted earnings per share amounts are calculated by dividing
the net earnings attributable to equity shareholders of the Company entity by the weighted
average number of shares outstanding during the year.
The calculations of Adjusted basic EBITDA per share and Adjusted diluted EBITDA per
share are based on the Adjusted EBITDA earnings for the year of US$471.1 million (2024:
US$421.0 million).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to profit before tax.
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025 continued
30. Non–controlling Interest
Summarised financial information in respect of each of the Group’s subsidiaries that have
material non–controlling interests is set out below. The summarised financial information below
represents amounts before intragroup eliminations.
| Oman | ||
| 2025 | 2024 | |
| US$m | US$m | |
Current assets | 52.0 | 49.0 |
Non-current assets | 501.9 | 501.1 |
Current liabilities | (191.4) | (173.2) |
Non-current liabilities | (254.9) | (250.9) |
107.6 | 126.0 | |
Equity attributable to owners of the Company | 75.3 | 88.2 |
Non-controlling interests | 32.3 | 37.8 |
107.6 | 126.0 | |
| Oman | ||
| 2025 | 2024 | |
| US$m | US$m | |
Revenue | 74.5 | 68.6 |
Expenses | (79.1) | (81.7) |
Loss for the year | (4.6) | (13.1) |
Loss attributable to owners of the Company | (3.2) | (9.2) |
Loss attributable to the non-controlling interests | (1.4) | (3.9) |
(4.6) | (13.1) | |
Net cash inflow from operating activities | 68.5 | 62.9 |
Net cash outflow from investing activities | (25.0) | (22.6) |
Net cash inflow/(outflow) from financing activities | 5.7 | (6.6) |
Net cash inflow | 49.2 | 33.7 |
Of the total comprehensive profit attributed to non–controlling interests of US$0.2 million
(2024: loss of US$6.5 million), a US$1.4 million loss (2024: US$3.9 million) relates to Oman,
and the remainder relates to other immaterial non–controlling interests.
31. Subsequent events
There were no material subsequent events.
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Company Statement of Changes in Equity
For the year ended 31 December 2025
Share
capital
US$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 2024 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
Total comprehensive
loss for the year ----(16.1) (16.1) (16.1)
Transactions with
owners: ----- --
Share buyback (0.1) (23.7) - - - (23.8) (23.8)
Share-based payments - - - 5.6 - 5.6 5.6
Balance at
Share–based payments reserves relate to share options awarded. For further information refer
to details set out in Note 25 in the Consolidated Financial Statements of the Group.
Company Statement of Financial Position
As at 31 December 2025
Note
2025
US$m
2024
US$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 50.1 96.0
Prepayments 0.9 1.1
Cash and cash equivalents 5 7.0 (1.1)
58.0 96.0
Total assets 1,375.1 1,413.1
Equity
Issued capital and reserves
Share capital 6 13.4 13.5
Share premium 81.9 105.6
Share-based payments reserves 27.8 22.2
Other reserves 7.2 7.2
Retained earnings 1,182.4 1,198.5
Total equity 1,312.7 1,347.0
Current liabilities
Trade and other payables 7 62.4 66.1
Total liabilities 62.4 66.1
Total equity and liabilities 1,375.1 1,413.1
The loss for the year attributable to the shareholders of the Company and recorded through
the accounts of the Company was US$16 .1 million (2024: US$17 .1 million).
The accompanying Notes form an integral part of these Financial Statements.
These Financial Statements were approved and authorised for issue by the Board on
11March 2026 and signed on its behalf by:
Tom Greenwood Manjit Dhillon
Group Chief Executive Officer Group Chief Financial Officer
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Notes to the Company Financial Statements
For the year ended 31 December 2025
1. Statement of compliance and presentation of financial statements
Helios Towers plc (the ‘Company’), together with its subsidiaries (collectively, ‘Helios’, or
the ‘Group’), is an independent tower company with operations across nine countries.
Helios Towers plc is a public limited company incorporated and domiciled in the UK and
registered under the laws of England and Wales under company number 12134855 with
its registered address at 21st Floor, 8 Bishopsgate, London EC2N 4BQ, United Kingdom.
The ordinary shares of Helios Towers plc were admitted to the premium listing segment of the
Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange
plc’s main market for listed securities. The Company is the parent and ultimate parent of
the Group.
The principal accounting policies adopted by the Company are set out in Note 2. These policies
have been consistently applied to all periods presented.
2. Accounting policies
Basis of preparation
The Company Financial Statements have been prepared in accordance with applicable United
Kingdom accounting standards, including Financial Reporting Standard 102 – ‘The Financial
Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (FRS 102), and
with the Companies Act 2006.
The Financial Statements have been prepared on the historical cost basis. The Financial
Statements are presented in United States Dollars (US$), 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, being at least 12 months from the date of approval of the financial
statements. This assessment is based on the Company having 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.
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.
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For the year ended 31 December 2025 continued
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.
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 recognised at the lower of fair value or book value. Therefore, there are
no critical judgements or key sources of estimation uncertainty for 2025.
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
2025
US$m
2024
US$m
Cost
Brought forward 1,317.1 1,317.1
Additions in the year - -
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 assessed for indicators of impairment at each reporting date. No impairment
indicators were identified during the year and, accordingly, no impairment testing
was required.
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 2025.
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 7564867
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 185.
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 Helios Towers
Partners (UK) 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.
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Notes to the Company Financial Statements
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3. Investments (continued)
The subsidiary companies of Helios Towers plc are as follows:
Effective shareholding 2025 Effective shareholding 2024
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 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%
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Notes to the Company Financial Statements continued
For the year ended 31 December 2025 continued
4. Trade and other receivables
2025
US$m
2024
US$m
Amounts receivable from related parties 50.1 96.0
Amounts receivable from related parties are unsecured, interest free and repayable
on demand.
5. Cash and cash equivalents
2025
US$m
2024
US$m
Bank balances 7.0 (1.1)
6. Share capital
2025 2024
Number
of shares
(million) US$m
Number
of shares
(million) US$m
Authorised, issued and fully paid
Ordinary shares of £0.01 each 1,044.2 13.4 1,052.7 13.5
1,044.2 13.4 1,052.7 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.
During the year ended 31 December 2025, the Company repurchased its own ordinary shares
as part of a capital management programme aimed at optimising the capital structure and
returning value to shareholders. The number of shares repurchased was 11.35 million at an
average share price of £1.58 (US$2.09).
Repurchased shares are recognised as treasury shares and presented as a deduction from
equity. No gain or loss is recognised in profit or loss on purchase, sale, issue or cancellation of
these shares. Transaction costs directly attributable to the buyback are deducted from equity,
and the buyback was funded from available cash resources and is presented as a financing
activity in the statement of cash flows. Treasury shares carry no voting rights and do not
qualify for dividends until reissued or cancelled.
On 28 March 2025, the Company issued 2.8 million new ordinary shares in the capital of the
Company to the EBT to satisfy the vesting of share-based awards. The shares were issued at
nominal value, creating no share premium.
On 8 March 2024, the Company issued 2.2 million new ordinary shares in the capital of
the Company to the Employee Benefit Trust to satisfy the vesting of share-based awards.
The shares were issued at nominal value, creating no share premium.
7. Trade and other payables
2025
US$m
2024
US$m
Amounts payable to related parties 62.4 66.1
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 (2024: nil).
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. Basisweg 10, 1043 AP, Amsterdam, The Netherlands
McRory Investment B.V. Basisweg 10, 1043 AP, Amsterdam, 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 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 2nd Floor, Glass House, Area 14, P.O. Box 30450, Capital City, Lilongwe, Malawi
Helios Towers Malawi Limited 2nd Floor, Glass House, Area 14, P.O. Box 30450, Capital City, Lilongwe, Malawi
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
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Financial Statements
Registered office
Level 21, 8 Bishopsgate
London
EC2N 4BQ
United Kingdom
Registered in England and Wales
Company No. 12134855
Tel: +44 (0) 207 871 3670
Company secretary
Paul Barrett
General Counsel and Company Secretary
Investor relations
Chris Baker-Sams
Head of Strategic Finance and
Investor Relations
investorrelations@heliostowers.com
Banker
NatWest Bank Plc
246 Regent Street
London,
W1B 3BN
Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ
Solicitor
Linklaters LLP
20 Ropemaker Street
London
EC2Y 9AR
Financial PR
Headland Consultancy
One New Change
London
EC4M 9AF
Corporate brokers
BofA Securities
2 King Edward Street
London
EC1A 1HQ
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
Deutsche Numis Limited
45 Gresham St
London
EC2V 7BF
Shareholder information
Corporate website: www.heliostowers.com
Our website provides a comprehensive
overview of the Company, including
information on our IMPACT 2030 strategy
and the markets in which we operate. It also
outlines our governance framework and
robust business model, reflecting the values
that guide our actions and demonstrating
how we are building a responsible, agile
platform for long-term growth.
The Investor Relations section is an important
resource for shareholders, offering access
to share price information, financial results,
reports and presentations and regulatory
announcements. It also highlights our M&A
activity, financing projects and shareholder
meetings information. By offering clear,
accessible and timely updates, we aim
to deepen investor understanding of our
strategy, reinforce confidence in our growth
ambitions and demonstrate how we are
building a sustainable business for the future.
Registrar
Helios Towers' shareholder register is
maintained by Computershare Investor
Services PLC, the Company’s registrars.
Enquiries relating to shareholdings, such
as the transfer of shares, change of name
or address, lost share certificates and
amalgamation of accounts should be referred
to them.
In writing:
Computershare Investor Services PLC,
The Pavilions, Bridgwater Road
Bristol
BS99 6ZZ
Online:
www.investorcentre.co.uk/contactus
By telephone:
+44 (0)370 703 6049 (both UK and
overseas shareholders)
Telephone lines are open 8.30am to 5.30pm
UK time, Monday to Friday, excluding UK
public holidays.
Electronic communications
We encourage all 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 AGM votes electronically; and
– managing shareholdings 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 investorcentre.co.uk.
To register to use the website, you will need
your shareholder reference number, shown
on share certificates.
Dividend policy
On 6 November 2025, the Company
announced a progressive dividend policy.
Details of any future dividend declaration
will be announced through the London
Stock Exchange's Regulatory News Service
and published on the Company's website.
Further detail can be found on page 132.
Share buyback programme
In November 2025, the Board approved a
share buyback of up to US$75 million to be
completed by the end of 2026, reflecting
the Company's strong financial position
and commitment to shareholder returns.
Further details can be found on page 132 and
set out in Note 18 to the Financial Statements.
Officers, professional advisors and shareholder information
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Annual General Meeting (AGM)
The 2026 AGM will be held on Thursday
14 May 2026 at 10.00 am at Linklaters LLP,
20 Ropemaker Street, London, EC2Y 9AR.
The Chair of the Board and each of the
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 12 May
2026. A copy of the 2026 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
London Stock Exchange
Helios Towers’s ordinary shares are traded
on the London Stock Exchange under the
symbol HTWS, ISIN: GB00BJVQC708.
How your details are protected
fromcybercrime
Helios Towers is committed to safeguarding
the personal data of its shareholders and
recognises the increasing risks posed by
cybercrime. The security and confidentiality
of shareholder information is of paramount
importance to the Company.
Shareholder records are maintained by
our Registrar, Computershare Investor
Services PLC (Computershare), which is
entrusted with managing this information
to the highest standards of data protection.
Computershare operates a comprehensive
security framework, which includes advanced
encryption technologies, continuous
monitoring systems and strict access
controls designed to prevent unauthorised
access or misuse of data. In addition, its
security arrangements are regularly reviewed
and tested against evolving cyber threats
to ensure resilience and compliance with
applicable data protection regulations.
Beware of share fraud
Investment scams are becoming
increasingly sophisticated and can be
difficult to recognise. Shareholders are
advised to remain vigilant and aware of the
warning signs.
Common warning signs of fraud include:
– unsolicited approaches, often by
telephone, email or text;
– pressure to make a decision quickly or
invest without delay;
– downplaying or dismissing the risks to
your money;
– offers of returns that appear unusually high
or 'too good to be true'; and
– being told that the opportunity is exclusive
to you or being asked to keep the
offer confidential.
If you are concerned or suspicious:
– Report the firm or suspected scam to the
FCA by calling the Consumer Helpline on
0800 111 6768 or by using the reporting
form available on the FCA’s website.
– If you believe you have already lost
money to a scam, contact Action
Fraud on 0300123 2040 or visit
www.actionfraud.police.uk
How to Avoid Investment Scams
Shareholders are strongly advised to remain
vigilant when approached with investment
opportunities. Unsolicited offers made by
telephone, email, post, word of mouth or at
seminars are often high-risk or fraudulent
and should be treated with caution.
Before making any decision, check the
FCA Warning List, which highlights the
risks of potential investments and identifies
firms operating without the necessary
authorisation. In addition, it is important
to seek independent, impartial advice and
not rely on advisors connected to the firm
making the approach.
Further guidance is available through
the FCA’s ScamSmart campaign at
www.fca.org.uk/scamsmart
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Officers, professional advisors and shareholder information continued
We have prepared the Annual Report
using a number of conventions, which you
should consider when reading information
contained herein as follows.
All references to ‘we’, ‘us’, ‘our’, ‘HT Group’,
‘Helios Towers’, ‘our Group’ and ‘the Group’
are references to Helios Towers plc and its
subsidiaries, taken as a whole.
‘2G’ means the second-generation cellular
telecommunications network commercially
launched on the GSM and CDMA standards.
‘3G’ means the third-generation cellular
telecommunications networks that allow
simultaneous use of voice and data services,
and provide high-speed data access using a
range of technologies.
‘4G’ means the fourth-generation cellular
telecommunications networks that allow
simultaneous use of voice and data services,
and provide high-speed data access using a
range of technologies (these speeds exceed
those available for 3G).
‘5G’ means the fifth-generation cellular
telecommunications networks. 5G does
not currently have a publicly agreed upon
standard; however, it provides high-speed
data access using a range of technologies
that exceed those available for 4G.
‘Adjusted EBITDA’ is defined by management
as profit/(loss) before tax for the year,
adjusted for finance costs, other gains
and losses, interest receivable, loss/
(gain) on disposal of property, plant and
equipment, amortisation of intangible assets,
depreciation and impairments of property,
plant and equipment, depreciation of
right-of-use assets, deal costs for aborted
acquisitions, deal costs not capitalised,
share-based payments and LTIP charges, and
other adjusting items. Adjusting items are
material items that are considered one-off
by management by virtue of their size and/
or incidence.
‘Adjusted EBITDA margin’ means Adjusted
EBITDA divided by revenue.
‘Adjusted gross margin’ means Adjusted
gross profit divided by revenue.
‘Adjusted gross profit’ means gross profit
adding back site and warehouse depreciation.
‘Airtel’ means Airtel Africa.
‘amendment revenue’ means revenue from
amendments to existing site contracts when
tenants add or modify equipment, taking up
additional vertical space, wind load capacity
and/or power consumption under an existing
site contract.
‘anchor tenant’ means the primary customer
occupying each site.
‘Analysys Mason’ means Analysys
Mason Limited.
‘annualised Adjusted EBITDA’ means
Adjusted EBITDA for the last three months
ofthe 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
theaverage 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
to17 October 2019, and Helios Towers plc
onor after 17 October 2019.
‘Congo Brazzaville’ otherwise also known
asthe 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
heldconstant. Our contracted revenue
calculation for each year presented
assumes: (i) no escalation in fee rates; (ii)
no increases insites 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
theaverage amount of time our sites are
notpowered across each week within all
ournine markets.
‘DRC’ means Democratic Republic of
theCongo.
‘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
andCompany Secretary.
‘Executive Leadership Team (ELT)’
means the ExCo, the regional directors,
the country managing directors and the
functional specialists.
‘Executive Management’ means ExCo.
‘FCA’ means Financial Conduct Authority.
‘FRC’ means the Financial Reporting Council.
‘FRS 102’ means the Financial Reporting
Standard Applicable in the UK and Republic
of Ireland.
‘FTSE’ refers to Financial Times
Stock Exchange.
‘free cash flow’ and 'FCF' means recurring
levered freecash flow less discretionary
capital additions, cash paid for exceptional
and one-off items and proceeds from
disposal ofassets.
‘FVTPL’ means fair value through profit
orloss.
‘Ghana’ means the Republic of Ghana.
‘GHG’ means greenhouse gases.
‘gross debt’ means non-current loans and
current loans (excluding minority shareholder
loans) and long-term and short-term
lease liabilities.
‘gross leverage’ means gross debt divided by
annualised Adjusted EBITDA.
‘gross margin’ means gross profit, adding
site and warehouse depreciation, divided
byrevenue.
Glossary
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Glossary continued
‘growth capex’ or ‘growth capital
expenditure’ relates to (i) construction
ofbuild-to-suit sites (ii) installation of
colocation tenants and (iii) 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
tohard currency Adjusted EBITDA as a % of
Adjusted EBITDA.
‘Helios Towers Congo Brazzaville’ or
‘HTCongo Brazzaville’ means Helios Towers
Congo Brazzaville SASU.
‘Helios Towers DRC’ or ‘HT DRC’ means
HTDRC 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
atelecommunications 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’
meanscapital 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, TheRepublic 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
ofunique 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
SouthAfrica.
‘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) andtax 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 ourservice
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,
CongoBrazzaville, 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$100million 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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‘Road Traffic Accident Frequency Rate’
means the number of work-related road
traffic accidents per onemillion 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
smallsettlement structures.
‘rural coverage’ is the population living within
the footprint of a site located in aruralarea.
‘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
ofMLAs or MTSAs, which provide the
commercial terms governing the provision
ofsite space, and individual ISA, which act
asan 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 averagebuild-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
SouthAfrica.
‘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 astandard tenancy lease rate and
configuration with defined limits in terms
ofthe vertical space occupied, the wind
loadand 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
andassociated 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
aportfolio.
‘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
anddated July 2018, as amended from time
to time.
‘the Regulations’ means the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008
(asamended).
‘
the Trustee’ means the trustee(s) of the EBT.
‘total colocations’ means standard
colocations plus amendment colocations
asof a given date.
‘total cost of ownership’ means the total cost
of ownership for an MNO if it were toown 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
businessof building, acquiring and
operatingtelecommunications towers
thatcan accommodate and power the
needsof multiple tenants.
‘tower sites’ means ground-based towersand
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
thisAnnual Report, are generally referred
toin this document by their trade names.
Our contracts with these customers are
typically with an entity or entities in that
customer’s group of companies.
Annual Report and Financial Statements
2025: https://www.heliostowers.com/annual-
report-2025
Sustainable Business Addendum 2025:
https://www.heliostowers.com/sustainable-
business-addendum-2025
Glossary continued
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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 certain forward-looking statements that 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 document. 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 document 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.
Disclaimer
Designed by
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Level 21
8 Bishopsgate
London
EC2N 4BQ
T: +44 (0) 207 871 3670
Registered Company number 12134855