Helios Towers Plc Annual Report 2023

FY2023 Annual Report · Helios Towers Plc

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DRIVING THE GROWTH OF MOBILE COMMUNICATIONS
ACROSS AFRICA AND THE MIDDLE EAST

Helios Towers plc
Annual Report and Financial Statements 2023

About us

WHO WE ARE
We are a leading
independent telecoms
infrastructure company,
with one of the most
extensive tower portfolios
across Africa and the
Middle East.

Our business model promotes

tower infrastructure sharing and
enables mobile network operators

(MNOs) to deliver mobile connectivity
more quickly, reliably, cost-effectively and
with a lower carbon footprint. In turn, this
supports the expansion and quality of
mobile connectivity, driving sustainable
development in our markets.

OUR PURPOSE

To drive the growth of mobile
communications across Africa and
the Middle East.

OUR MISSION
To deliver exceptional customer service
through our business excellence platform,
and create sustainable value for our people,
environment, customers, communities and
investors.

OUR VALUES
– Integrity

– Partnership

– Excellence

OUR PURPOSE IN ACTION

DIGITAL
INCLUSION

Empowering a new generation

CLIMATE
ACTION

Investing in renewable
power

Category

Description

Mitigation

Status

1 Major quality

failure or breach
of contract

– Reputational
– Financial

The Group’s reputation and profitability could be damaged if the
Group fails to meet its customers’ operational specifications, quality
standards or delivery schedules.

A substantial portion of Group revenues is generated from a limited
number of large customers. The loss of any of these customers would
materially affect the Group’s finances and growth prospects.

Many of the Group’s customer tower contracts contain liquidated
damage provisions, which may require the Group to make
unanticipated and potentially significant payments to its customers.

2 Non-compliance with
laws and regulations,
such as:
– Safety, health and
environmental laws

– Anti-bribery

and corruption provisions

– Compliance
– Financial
– Reputational

Non-compliance with applicable laws and regulations may lead to
substantial fines and penalties, reputational damage and adverse
effects on future growth prospects.

Sudden and frequent changes in laws and regulations, their
interpretation or application and enforcement, both locally and
internationally, may require the Group to modify its existing business
practices, incur increased costs and subject it to potential additional
liabilities.

Economic and
political instability

– Operational
– Financial

A slowdown in the growth of, or a reduction in demand for, wireless
communication services could adversely affect the demand for
communication sites and tower space and could have a material
adverse effect on the Group’s financial condition and results of
operations.

There are significant risks related to political instability (including
elections), security, ethnic, religious and regional tensions in each
market where the Group has operations.

Risk increasing

Risk decreasing

No change

New risk

– Continued skills development and training programmes for the

project and operational delivery team;

– Detailed and defined project scoping and life-cycle management

through project delivery and transfer to ongoing operations;

– Contract and dispute management processes in place;
– Continuous monitoring and management of customer relationships;

and

– Use of long-term contracting with minimal termination rights.

– Constant monitoring of potential changes to laws and

regulatory requirements;

– In-person and virtual training on safety, health and environmental

matters provided to employees and relevant third-party contractors;

– Ongoing refresh of compliance and related policies including

specific details covering anti-bribery and corruption; anti-facilitation
of tax evasion, anti-money laundering;

– Compliance monitoring activities and periodic reporting

requirements introduced;

– Ongoing engagement with external lawyers and consultants and

regulatory authorities, as necessary, to identify and assess changes
in the regulatory environment;

– Third Party Code of Conduct communicated and annual

certifications required of all high and medium risk third parties;

– Supplier audits and performance reviews;
– ISO certifications maintained;
– Regionalisation of the Compliance function and recruitment of

additional resource;

– 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.

– Ongoing market analysis and business intelligence gathering

activities;

– Market share growth strategy in place;
– Close monitoring of any potential risks that may affect operations;

and

– Business continuity and contingency plans in place and tested to

respond to any emergency situations.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Principal risks and uncertainties continued

Risk

Category

Description

Mitigation

Status

Significant exchange
rate and interest rate
movements

– Financial

Fluctuations in, or devaluations of, local market currencies or sudden
interest rate movements where the Group operates could have a
significant and negative financial impact on the Group’s business,
financial condition and results. Such impacts may also result from any
adverse effects such movements have on Group third-party customers
and strategic suppliers. If interest rates increase materially, the Group
may struggle to meet its debt repayments.

This may also negatively affect availability of foreign currency in local
markets and the ability of the Group to upstream cash.

– USD – and EURO-pegged contracts;
– ‘Natural’ hedge of local currencies (revenue vs opex);
– Ongoing review of exchange rate differences and interest rate

movements;

– Fixed rate debt/swaps in place
– Maintain a prudent level of leverage;
– Manage cash flows; and
– Regular upstream of cash with the majority of cash held in hard

currency i.e. US Dollar and Sterling at Group.

5 Non-compliance with

permit requirements

– Operational

Loss of key personnel

– People

Technology risk

– Strategic

The Group may not always operate with the necessary required
approvals and permits for some of its tower sites, particularly in
the case of existing tower portfolios acquired from a third party.
Vagueness, uncertainty and changes in interpretation of regulatory
requirements are frequent and often without warning. As a result, the
Group may be subject to potential reprimands, warnings, fines and
penalties for non-compliance with the relevant permitting and
approval requirements.

The Group’s successful operational activities and growth is closely
linked to the knowledge and experience of key members of senior
management and highly skilled technical employees. The loss of any
such personnel, or the failure to attract, recruit and retain equally high
calibre professionals could adversely affect the Group’s operations,
financial condition and strategic growth prospects.

Advances in technology that enhance the efficiency of wireless
networks and potential active sharing of wireless spectrum may
significantly reduce or negate the need for tower-based infrastructure
or services. This could reduce the need for telecommunications
operators to add more tower-based antenna equipment at certain
tower sites, leading to a potential decline in tenants, service needs and
decreasing revenue streams.

Examples of such new technologies may include spectrally efficient
technologies that could potentially relieve certain network capacity
problems or complementary voice over internet protocol access
technologies that could be used to offload a portion of subscriber
traffic away from the traditional tower-based networks.

Failure to remain
competitive

– Financial

Competition in, or consolidation of, the telecommunications tower
industry may create pricing pressures that materially and adversely
affect the Group.

– Inventory of required licences and permits maintained for each

operating company;

– Compliance registers maintained with any potential non-

conformities identified by the relevant government authority
with a timetable for rectification;

– Periodic engagement with external lawyers and advisors and

participation in industry groups; and

– Active and ongoing engagement with relevant regulatory

authorities to proactively identify, assess and manage actual
and potential regulation changes.

– Talent identification and succession-planning exit for key roles;
– Competitive benchmarked performance-related remuneration

plans; and

– Staff performance and development/support plans.

– Strategic long-term planning;
– Business intelligence;
– Exploring alternatives, e.g. solar power technologies
– Continuously improving product offering to enable adaptation to

new wireless technologies;

– Applying for new licences to provision active infrastructure services

in certain markets; and

– Technology committee in place with Board involvement/oversight.

– KPI monitoring and benchmarking against competitors;
– Total cost of ownership (TCO) analysis for MNOs to run towers;
– Fair and competitive pricing structure;
– Business intelligence and review of competitors’ activities;
– Strong tendering team to ensure high win/retention rate; and
– Continuous capex investment to ensure that the Group can facilitate

customer needs quickly.

Risk increasing

Risk decreasing

No change

New risk

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Principal risks and uncertainties continued

Risk

Category

Description

Mitigation

Status

Failure to integrate new
lines of business in new
markets

– Strategic
– Financial
– Operational

Multiple risks exist with entry into new markets and new lines of
business. Failure to successfully manage and integrate operations,
resources and technology could have material adverse implications for
the Group’s overall growth strategy and negatively impact its financial
position and organisation culture.

– Pre-acquisition due diligence conducted with the assistance of

external advisors with specific geographic and industry expertise;

– Ongoing monitoring activities post-acquisition/agreement;
– Detailed management, operations and technology integration plans;
– Ongoing measurement of performance vs. plan and Group strategic

10 Tax disputes

– Compliance
– Financial
– Operational
– Reputational

Our operations are based in certain countries with complex, frequently
changing and bureaucratic and administratively burdensome tax
regimes. This may lead to significant disputes around interpretation
and application of tax rules and may expose us to significant additional
taxation liabilities.

objectives; and

– Implementation of a regional CEO and support function governance

and oversight structure.

– Frequent interaction and transparent communication with relevant

governmental authorities and representatives;

– Engagement of external legal and tax advisors to advise on

legislative/tax code changes and assessed liabilities or audits;

– Engagement with trade associations and industry bodies and other

international companies and organisations facing similar issues;

– Defending against unwarranted claims; and
– Strengthening of the Group Tax team and continued recruitment of

in-house tax expertise at both Group and OpCo levels.

11 Operational resilience

– Strategic
– Reputational
– Operational

The ability of the Group to continue operations is heavily reliant on
third parties, the proper functioning of its technology platforms and
the capacity of its available human resources. Failure in any of these
three areas could severely affect its operational capabilities and ability
to deliver on its strategic objectives.

– Ongoing enhancements to data security and protection measures

with third-party expert support;

– Additional investment in IT resource and infrastructure to increase

automation and workflow of business-as-usual activities;

– Third-party due diligence, ongoing monitoring and regular supplier

performance reviews;

– Alternative sources of supply are previously identified to deal with

potential disruption to the strategic supply chain;

– Ongoing review and involvement of the human resources
department at an early stage in organisation design and
development activities; and

– Buffer stock maintained of critical materials for site delivery.

– 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.

12 Pandemic risk

– Operational
– Financial

In addition to the risk to the health and safety of our employees and
contractors, the ongoing impact of Covid-19 or other such pandemic
could materially and adversely affect the financial and operational
performance of the Group across all of its activities. The effects
of a pandemic may also disrupt the achievement of the Group's
strategic plans and growth objectives and place additional strain
on its technology infrastructure. There is also an increased risk of
litigation due to the potential effects of a pandemic on fulfilment
of contractual obligations.

Risk increasing

Risk decreasing

No change

New risk

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Principal risks and uncertainties continued

Risk

Category

Description

Mitigation

Status

13 Cyber security risk

– Operational
– Financial
– Reputational

14 Climate change

– Operational
– Financial
– Reputational

We are increasingly dependent on the performance and effectiveness of
our IT systems. Failure of our key systems, exposure to the increasing
threat of cyber attacks and threats, loss or theft of sensitive information,
whether accidentally or intentionally, expose the Group to operational,
strategic, reputational and financial risks. These risks are increasing due
to greater interconnectivity, reliance on technology solutions to drive
business performance, use of third parties in operational activities and
continued adoption of remote working practices.

Cyber attacks are becoming more sophisticated and frequent and
may compromise sensitive information of the Group, its employees,
customers or other third parties. Failure to prevent unauthorised
access or to update processes and IT security measures may expose
the Group to potential fraud, inability to conduct its business, damage
to customers as well as regulatory investigations and associated fines
and penalties.

Climate change is a global challenge and therefore critical to our
business, our investors, our customers and other stakeholders.
Regulatory requirements and expectations of compliance with best
practice are also evolving rapidly. A failure to anticipate and respond
appropriately and sufficiently to climate risks or opportunities could
lead to an increased footprint, disruption to our operations and
reputational damage.

Business risks we may face as a result of climate change relate to
physical risks to our assets, operations and personnel (i.e. events
arising due to the frequency and severity of extreme weather events
or shifts in climate patterns) and transition risks (i.e. economic,
technology or regulatory changes related to the move towards a
low-carbon economy).

Governments in our operating markets, in addition to increasing
qualitative and quantitative disclosure requirements, may take action
to address climate change such as the introduction of a carbon tax or
mandate Net Zero requirements which could impact our business
through higher costs or reduced flexibility of operations.

– Ongoing implementation and enhancement of security and remote

access processes, policies and procedures;

– Regular security testing regime established, validated by

independent third parties;

– Annual staff training and awareness programme in place;
– Security controls based on industry best practice frameworks, such
as National Cyber Security Centre (NCSC) (www.ncsc.gov.uk/),
National Institute of Standards and Technology (NIST) (www.nist.
gov/), and validated through internal audit assessments;

– Specialist security third parties engaged to assess cyber risks and

mitigation plans;

– Incident management and response processes aligned to ITIL® best
practice – identification, containment, eradication, recovery and
lessons learned;

– New supplier risk management assessments and due diligence

carried out; and

– ISO 27001 (Information Security) and Cyber Essentials certification

obtained during 2023.

– Carbon reduction intensity target to 2030 with an ambition to

decarbonise our emissions to net zero (90% reduction in scope 1, 2,
3 emissions);

– Monitoring changes to carbon legislation and regulations in all our

markets;

– Investing in solutions that reduce carbon footprint and reliance on

diesel such as installing hybrid and solar solutions and connecting to
grid power where possible;

– Additional capital expenditure in carbon reduction innovation;
– Factoring emissions and climate risk into strategy and growth plans.
All operating companies’ budgets and forecasts include calculated
emissions to evaluate trends vs. our 2030 carbon target;

– Reporting in alignment with TCFD recommendations and improving

our understanding of the financial and operational impacts of
climate-related risks and opportunities on our business;

– Development of a new Group climate risk register covering both

physical and transition risks for all OpCos; and

– New Geographic Information System (GIS) modelling showing the
impact of weather patterns on our tower portfolio and also the
impact on key access points (e.g. critical roads).

Note: Principal risks identified, may combine and amalgamate elements of individual risks included in the detailed Group risk register.

Risk increasing

Risk decreasing

No change

New risk

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023TCFD disclosures

TCFD
disclosures
Helios Towers plc has complied with

the requirements of LR 9.8.6R by
including Climate-related Financial

Disclosure (CFD) aligned to the Task
Force on Climate-related Financial
Disclosures (TCFD) Recommendations
and Recommended Disclosures
(Guidance for All Sectors) with
the following exceptions, which are
explained further in the following section:

– Strategy: b

We continue our efforts to calculate financial
impact of our material risks. Efforts this year
have predominantly been on maturing the
risk process and integrating it into wider
frameworks. In 2024, we anticipate focusing
more on the quantification of these risks and
opportunities.

– Metrics and targets: a

Although Helios Towers tracks several
internal KPIs relating to tower resilience and
uptime, these are not currently connected
to the risk process. In 2024, we will look to
incorporate these and develop new metrics
and targets that align better and measure
our risk tolerance against the risks and
opportunities identified.

We have explained next steps on the following
pages to ensure future compliance. We are
committed to improving our disclosure
against the TCFD recommendations each
year and will continue to report on our
progress annually.

GOVERNANCE

TCFD a. Describe the Board’s oversight
of climate-related risks and opportunities

The Board maintains oversight of the
Company’s Sustainable Business Strategy,
encompassing all climate-related matters,
through the convening of regular meetings
throughout the year. In 2023, the Board
met six times and climate-related matters
were discussed at every meeting as part of
the standing sustainability update. During
the meetings, the Chief Financial Officer
(CFO), Group Head of Sustainability and
Director of Operations and Engineering
delivered briefings on progress against
the climate action target, challenges
in the carbon reduction strategy and
operational obstacles throughout the year.

To strengthen the Board’s oversight of the
Company’s Sustainable Business Strategy
and its delivery and performance, the Board
established a dedicated Sustainability
Committee in 2023 comprising both Board
members and senior executives, including
the Chief Executive Officer (CEO) and
CFO. As part of its duties, the Committee
works closely with management on
climate-related matters, including risk and
opportunity assessment, climate action
targets and KPIs, strategy, reporting and
governance. The Committee convenes
twice a year and the Chair of the Committee
furnishes the Board and Board Committees
with relevant information, advice and
recommendations following each meeting.

The Committee met twice during 2023
and, among other matters, reviewed the
Company’s analysis of physical and transition
climate risks and related quantification of key
risk metrics and establishment of appropriate
thresholds. Moving forward, the Committee
will assume full ownership of the climate risk
register to ensure both existing and emerging
risks are effectively identified and managed
by local teams. The Committee will also
oversee investments in carbon reduction
initiatives and innovation pursuant to Project
100, such as grid connectivity, battery

storage, renewables and alternative clean
fuel technologies, as well as any other
climate-related opportunities identified
by management.

The Audit Committee, acting under the
Board’s authority, maintains responsibility
for monitoring and assessing regulatory and
reporting requirements for climate-related
disclosures. During 2023, the Chair of the
Committee has tracked the Company’s
progress and alignment with the TCFD
recommendations, encompassing the approval
of our climate-related risk and opportunities,
and communicated the findings to the Board
for informed decision-making. Notably, the
Chair of the Sustainability Committee is also
a member of the Audit Committee, fostering
enhanced climate governance.

The Technology Committee has contributed
to the development and progression of our
climate strategy through monitoring and
evaluating the impact of technological
developments that may help us to achieve
our carbon targets. Examples include solar
rollout at our sites in Ghana and review of
the use of biofuels to power generators.

Read more about the roles and
responsibilities of the Board Committees
in the Governance Report on pages 72–119
and in the Reporting Supplement.

TCFD b. Describe management’s role in
assessing and managing climate-related
risks and opportunities.

Aligns with CFD disclosure (A)

The Company’s Sustainable Business
Strategy falls under the responsibility of our
Group CEO. The Group CEO is supported
by our Group CFO, who oversees the
assessment of climate risks and financial
impacts, approval of investment in carbon
reduction initiatives and innovations, and
climate-related disclosures. Updates on
carbon reduction initiatives and progress
against targets are shared with the CEO
on a monthly basis through Project
100 meetings and Board reports.

To strengthen the Company’s governance,
we have integrated managerial
accountabilities for climate-related risks and
opportunities into the respective business
functions, with the CEO and CFO assisted by
a number of senior management on
climate-related matters:

– Director of Operations and Engineering:
Member of the Executive Committee
(ExCo) reporting to the CEO and leading
the delivery of our carbon roadmap. The
function is responsible for identifying
opportunities and implementing solutions
for low-carbon power to maximise power
uptime while reducing our carbon
emissions.

– Group Head of Sustainability: Member of
the Executive Leadership Team (ELT)
reporting to the CFO who leads reporting
on climate action, oversees data assurance
and climate risk assessment, and works with
each business function to embed current
and future climate-related considerations
into operations and planning.

– OpCo Managing Directors: Members of

the ELT who are responsible for managing
physical climate-related risks, as well as
transition risks such as market risks, and
integrating these into local business
continuity plans and operational and risk
management processes.

– Group Functional Heads: Play an

important role in managing transition
risks. For example, the Head of Strategic
Finance leads on financial modelling for
Project 100 and analysing the associated
impacts. The CEO also chairs Project 100
working group meetings involving the
CFO and senior management from the
Operations, Engineering, Sustainability
and Finance teams. The Group reviews
progress on carbon reduction, investment
in lower-carbon technologies and
stakeholder feedback on climate-related
issues and provides relevant updates to
the Board.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
TCFD disclosures continued

STRATEGY

TCFD a. Describe the climate-related risks and opportunities the organization has
identified over the short, medium, and long term.

Aligns with CFD disclosures (D) i, ii

Physical and transition risks have been considered for all markets Helios Towers operates in,
including markets we have recently acquired. For physical risks, we have focused on
operational disruption as we expect impacts on our towers or to the surrounding areas to
affect our ability to access sites. Any disruption to power uptime directly impacts our customers,
so our modelling also takes this into account.

For transition risks, we have considered our whole value chain, i.e. upstream, direct operations and
downstream. We included upstream because the goods we purchase are more exposed as part of
the transition to a low carbon economy compared to physical climate events.

We selected two scenarios for consideration that cover low warming (1.8°C) and high
warming (4°C).

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
have 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 failure
to meet those commitments. This is viewed as
a worst-case scenario where limited traction
to transition leads to warming is 4°C by 2100.

Models used
for physical
risks

IPCC Model: SSP1-2.6

IPCC Model: SSP5-8.5

Sustainable Development
Scenario. Global CO2
emissions are strongly
reduced with the objective
of zero emissions is
reached after 2050.

Fossil fuel-driven development scenario. This
is the 'worst-case scenario'. Current levels of
CO2 emissions are almost doubled by 2050.
The world economy grows rapidly, but this
growth is driven by fossil fuel exploitation
and very energy-intensive lifestyles.

Features of
future
scenario

Rapid energy transition
leading 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 in order
to meet carbon reduction
targets.

Deployment of low carbon
strategies and technologies.

Transition
risks

Reports from IPCC, IEA
forecasts and wider research.

Energy usage doubles, demand met through
fossil fuels primarily and marginal increase in
renewable energy.

Global temperatures rise by 4°C by 2100,
leading to 1.1 metre sea level rise and major
changes to climate system.

Significant increase in frequency and
magnitude of extreme weather events.

Little additional regulation or action to
mitigate the impacts of climate change.

Slow change in development and innovation
for low carbon technologies.

We have picked the low-warming scenario to give us a greater understanding for a future
world where warming is limited to under 2°C. We have picked this rather than 1.5°C for two
reasons. Firstly, global policies and commitments are not yet aligned to limit warming to this
level and 1.8°C of warming therefore is a more likely and relevant to our operations. We will
re-evaluate the scenario modelled if this changes. Secondly, there is greater availability of
1.8°C models for all physical risks that we have identified compared to 1.5°C models, which
ensures greater consistency. For transition risks, we have chosen this scenario to understand
how low-carbon technologies may become widespread and to assess our exposure to any
regulations or government measures on carbon pricing.

The high-warming scenario, as a worst-case scenario, helps us to understand our exposure
to the extreme projections of climate change. For transition risks this means a much slower
transition of low-carbon technologies and higher demand for fossil fuels globally, which may
impact the costs and availability of our diesel consumption.

For each scenario, we have looked at three timeframes: short-term (0–3 years), medium-term
(3–10 years) and long-term (10–15 years). When considering the long-term timeframe, we also
looked out to 2050 for transitional risks and 2080–2100 for physical risks where models allowed.

Short-term

Medium-term

Long-term

Description

Short-term horizons are considered to be between 0–3 years and
could be any events that could affect the organisation almost
immediately.

Typically, our medium-term strategic planning will look at roadmaps
with horizons of 3–10 years. The average remaining contract term we
hold with our customers is c.8 years.

Long-term time horizons when considering climate risk are between
10–15 years. This aligns to the long-term nature of the initial contracts
we establish with our customers.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
TCFD disclosures continued

Throughout 2022 and 2023, we conducted qualitative climate scenario modelling to identify and assess climate-related risks and opportunities. Below is a table of our material risks and
opportunities. We have defined a climate risk as material if the risk rating is medium or higher on our risk matrix. Risk ratings are created using a combination of the likelihood of a risk
occurring (exposure) and the severity of the impact if the risk were to occur. More detail on the types of impacts considered are covered within this statement. Each risk was assessed across
two scenarios (high warming and low warming) which are described in more detail in Strategy: b and c pages 60–61.

Risk and opportunities

Risk

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.

Storms leading to infrastructure damage, increased capital cost for asset repair or replacement,
inaccessibility of sites for maintenance and tower downtime leading to service disruption.

Cyclones leading to infrastructure damage, increased capital cost for asset repair or replacement,
inaccessibility of sites for maintenance, and tower downtime leading to service disruption.

Extreme heat reducing battery efficiency or damaging equipment, leading to increased diesel consumption
and operational cost including increased reliance on cooling equipment.

Drought leading to disruption of hydropower sources powering towers, thereby increasing reliance on
back-up generators.

Cost and availability of batteries due to global demand leading to increased cost of capital investments,
insecure supply chain and additional maintenance costs to prolong asset lifetime.

Increasing cost and availability of diesel as back-up power source leading to increased operating cost due to
changing energy process, abrupt and unexpected shifts in energy procurement and potential disruption to
tower uptime.

Dependence on improvements in national grid proliferation and large-scale infrastructure. Delayed progress
on this means the Company will be exposed to diesel cost increase and operational impact from volatile grid
connectivity.

Opportunity

Cost savings as a result of reduced diesel usage in operations as stable grid connections provide better
returns and reliability.

Risk scale
High

Medium

Low

Scenario

Short-

Medium-

Long-term

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

Low warming

High warming

We have looked at transition risks at a company level, factoring in any country-specific policies such as those pertaining to grid expansion and grid greening. For physical risks, we have
assessed all our markets to evaluate the exposure at a country level. There is naturally some variance in the levels of exposure for each market. Generally, trends are consistent across
countries for a single risk type and for some risk types. For example, for extreme rainfall, the projections in a high- and low-warming scenario will see similar percentage increases.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023TCFD disclosures continued

Physical
risk type

Highly impacted
market

Description

Drought

DRC, Tanzania

Storms and
cyclones

Madagascar,
Oman, Malawi

River flooding

Tanzania,
Madagascar

This is particularly impactful where the national grid
is predominantly hydro powered, such as DRC and
Tanzania. Droughts increase the likelihood of blackouts or
brownouts occurring, requiring the Company to rely on
diesel generators to power our towers, thereby increasing
operating costs. Aqueduct data shows the level of
drought lessening over the coming decades, therefore
our overall risk rating is likely to decrease in the future.

Storms are much more likely to occur in Madagascar and
Oman (165 and 14 storm events recorded respectively in
the last 180 years). Other markets may be exposed to
storms; however, the frequency is much lower. Cyclones
are mainly concentrated to Madagascar and Oman;
however, Malawi experienced its first cyclone in 2023.
Modelling of storm intensities shows that they may
become more intense in a high-warming scenario.

Based on Aqueduct data, Oman, Ghana and South Africa
are countries that are currently classed as having medium
or low exposure to river flooding. Tanzania and
Madagascar are classed as extremely high while the
remaining markets are all classed as high. When looking
at long-term projections the rating for each country is
not anticipated to change.

We have also identified and considered the following risks and do not believe they are
material. We will continue to assess these going forward and will update their materiality
if circumstances change.

– Physical risks: Coastal flooding.

– Transition risks: Lack of skills to maintain low-carbon technologies; increased investor and
customer demand and expectations around climate action, SBTs and Net Zero; Legislation
restricting our ability to generate our own power; and increased carbon-related policy,
regulation and taxation.

– Transition opportunities: Increased customer demand for our services from rapid

decarbonisation.

TCFD b. Describe the impact of climate-related risks and opportunities on the
organization’s businesses, strategy, and financial planning.

Aligns with CFD disclosure (E)

Material risks have been factored into our financial and strategic planning, particularly for
risk mitigation. We have collated the current mitigation actions in place along with future
mitigations that are planned in the section below. These actions supplement the broad
measures we are taking to mitigate our climate-related risks through the reduction of our
carbon emissions, as set out in more detail on pages 26–27.

Where towers may be damaged or inaccessible after a flood or storm, we work with our
customers to protect equipment and ensure the safety of our staff by reducing site visits
around projected climatic events. Where towers are damaged during climatic events, such as
storms and flooding, nearby areas are likely to be inaccessible or dangerous to our staff and
contractors. We work with our customers to protect equipment as far as possible and ensure
the safety of our staff and contractors by reducing any non-critical site work until safe to
work. Where towers are more vulnerable to stronger winds, we ensure additional
maintenance and structural analysis is conducted. We also use temporary tower solutions
such as Cell on Wheels (CoWs), which are portable and can be quickly installed. Moving
forward, we plan to ensure sufficient battery installation and nearby fuel stocks are in place
to operate towers when access is not possible. Additional reviews of towers in high-risk areas
may lead to relocation or re-engineering where necessary.

Where the national grid is powered by hydro power, we ensure that there are reliable fuel
stocks in place to mitigate any potential impacts caused by droughts. We consider renewable
energy source where possible to reduce back-up power provided by diesel.

We are also investigating local renewable energy sourcing as an option to mitigate our
dependence on national grid proliferation in remote parts of our markets.

With the availability and cost of diesel being our most material risk, we have already put in
place mitigation actions to ensure we minimise the impact on our sites in the event of global
shortages, including stockpiling diesel where necessary. This is predominantly focused on
towers that do not currently have access to the national grid and, therefore, does not
undermine our long-term goal to increase the number of towers running on less carbon
intensive electricity.

We are in the process of creating a transition plan and endeavour to make this a focus
for 2024. In 2023, we prioritised the development of our risk analysis and management
processes to fully understand the risks that may impact us. We will be aligning to the
Transition Plan Taskforce disclosure framework to create a robust plan that incorporates
its three guiding principles; ambition, action and accountability.

We have not currently quantified the impact of our risks in monetary terms as we have used
impact scales combining qualitative and quantitative measures. We will look to translate the
impact of climate-related risks and opportunities in financial measures in 2024.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
TCFD disclosures continued

TCFD 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. However, as
flooding and extreme events may lead to grid
connectivity issues, diesel fuel use is also a
critical means to ensure tower uptime and
ability to adapt to climate change. Diesel
presents both a high level of risk but also high
reward if reduction opportunities associated
with new technology are realised.

In low- and high-carbon scenarios, climate
change poses a similar level of risk across
both physical and transition risk types. For the
majority of our climate strategy, we expect
to deploy the same measures for resilience
for the future, distinguishing where our analysis
has pointed towards distinct differences in
the impact between the scenarios. For physical
risks, this is currently different for river
and rainfall flooding, suggesting that in a
higher-carbon scenario, we would be more
resilient by increasing flood defences and
continuity planning for such events. However,
in a high-warming scenario, our qualitative
scenario analysis reveals certain transition risks
may pose greater risk, especially in relation
to the cost and availability of batteries and
for diesel as a back-up power source. In a
low-carbon scenario, there is expected to

be greater demand and enforcement of
carbon taxes on fossil fuel-based energy
sources. The transition could have a greater
impact, especially in the medium to long
term. Our strategy to move away from
diesel over the coming decade will enable
us to develop resilience to transition risks.

Overall, our current strategy is resilient to low
to medium risks in the short term and our
processes and planning are designed to
withstand impact from climatic events. For the
long term, creating a transition plan will help us
understand how to achieve a holistic strategy
that reduces exposure to physical and
transition risks in future.

RISK MANAGEMENT

TCFD a. Describe the organization’s
processes for identifying and assessing
climate-related risks.

Aligns with CFD disclosure (B)

Climate change was identified as a principal
risk through our risk identification and
management process in 2021. We undertook
a climate-related risk review in 2023 to
develop our understanding of the risk of
climate change on our operating companies
through our assessment of both physical and
transition risks and opportunities.

To identify and assess physical and transition
risks and opportunities, we conducted
workshops with the ELT, the Operations
function and an external carbon consultancy
on likelihood and the potential magnitude of
impact. We also conducted a review of
climate records and projections for each of
our markets using the World Bank Climate
Change Knowledge Portal and other
open-source databases for qualitative risk
modelling. This provided us with a matrix of
relevant physical and transition risks for each
OpCo. Material climate risks are those that
could potentially have a significant effect on
our tower downtime, the safety of our people,
partners and assets, and on our costs.
Throughout 2023, we have built on the
learnings from 2022 to form the foundation
of our risk management process, including

the creation of a risk register for all material
risks measured across two climate scenarios.

We have developed our approach to
ensure consistency when assessing risks
using climate scenario modelling whilst
also utilising the expertise and experience
of our OpCos when facing climate-related
risks. We have aligned the management of
our risks to our general risk management
processes while allowing the identification
and measurement to be climate-risk specific.

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 telecoms sector and the
potential climate impacts it may face.

- Risks and opportunities identified by

peers in the telecoms sector.

- TCFD guidance on potential risks and

opportunities.

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
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 may
face, each risk is assessed to understand its
materiality. Each risk is evaluated by
assessing the likely exposure and impact on
our operations and likely time horizon for the
risk occurring. Risks are assessed against two
climate scenarios and across the short-,
medium- and long-term time frames. Further
details on scenarios and timeframes used can
be found in the Strategy section on page 58.

Our risk rating framework is based on a
combination of our likelihood and impact
scales. When assessing impact, we look at
multiple elements, including financial,
operational, reputational, customer,
employee and legal. Each type of impact has
a qualitative or quantitative definition on a
four-point scale. For example, the highest
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 all six types of impact areas. We have
not yet quantified financial impact across
every risk and have assessed impacts by
consulting stakeholders in different markets
and functions throughout the Group.

To align with TCFD guidance, we have
measured our risks through to 2050 at a
minimum and, where climate models allow,
to 2080–2100.

We will review our materiality assessment
regularly to ensure that our material
climate-related risks are accurate and up to
date. To build our internal capacity in this
area, our GIS modelling team underwent
climate risk assessment training in 2023. The
training enabled us to conduct quantitative
modelling on key physical climate risks and
improve the granularity of our modelling
from country level to tower-specific level.
The first risks to be assessed are flooding
(river and rainfall related) along with
extreme temperatures. 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 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. We will annually review this register
with our OpCos to ensure it is still relevant
and accurate.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

TCFD disclosures continued

TCFD b. Describe the organization’s
processes for managing climate-related
risks.

TCFD c. Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated into
the organization’s overall risk
management.

Aligns with CFD disclosures (B) and (C)

Management and reporting
Climate change is a principal risk and,
as such, is managed through the risk
governance structure outlined on page 51.
The Group CFO and Group Head of
Sustainability updated the Sustainability
Committee on the key physical and transition
risks identified in 2023 and the Company’s
plans to prioritise mitigations over 2023–24.
Throughout 2023, risk modelling has been
a standing agenda item as part of the
Sustainability Committee and has also been
presented to the Board. The climate risk
register will be overseen by the Sustainability
Committee, who will assume responsibility
for ensuring that new risks are identified
periodically and are being managed locally
by OpCos.

Once a risk is identified and assessed, it is
communicated to our OpCos and integrated
into our wider risk management process.
This includes communicating the update to
Managing Directors bi-annually as part of the
principal risk review process. Each OpCo
maintains their own risk register, which
integrates all relevant climate risks and is
reviewed bi-annually.

METRICS AND TARGETS

TCFD a. Disclose the metrics used by the
organization to assess climate-related
risks and opportunities in line with its
strategy and risk management process.

We monitor several KPIs to assess our
exposure to climate-related risks and
opportunities. Some of these KPIs are
highly specific to our business operations,

markets and activities. For example, we have
regularly modelled and reported on how
our infrastructure-sharing model reduces
emissions for multi-tenanted towers.
Grid connectivity is also an important
part of our carbon reduction strategy,
a metric we monitor as we endeavour
to increase connections over time.

We monitor the business impact of climate
events we are already experiencing through
some of our sustainable business KPIs, and
use these for planning and budgeting. For
example, after flooding, storms, cyclones
and prolonged rainy seasons, we review
the impact of our KPI of downtime per
tower per week on operating costs and
our carbon emissions.

In 2023, we extended our review of the
potential financial impact of transition risks
associated with projected cost increases in
procuring energy and steel.

We report on metrics such as GHG emissions,
carbon intensity per tenant and per tower,
energy consumption, and our investment in
carbon reduction (see pages 28–29). Further
details on the methodologies underlying our
carbon accounting calculations can be found
in our basis of reporting, available at
heliostowers.com/our-impact/reports.

We updated our long-term incentive plan
(LTIP) to include performance against our
carbon target, which will be effective from
2023. The Remuneration Committee is
introducing an ‘impact scorecard’ for the
2023 LTIP award to supplement existing
financial metrics. The impact scorecard
includes three equally weighted, quantifiable
metrics aligned to KPIs and targets set out in
our Sustainable Business Strategy, including
progress against our target of emissions per
tenant. We track data against our 2020 base
year and our reporting includes all years back
to our baseline to allow for a year-on-year
comparison.

We explored the use of an internal carbon
pricing mechanism in 2023 but concluded
that it was not feasible for current activities.
We will reassess this periodically to review
whether there is a case to apply a

mechanism, and drive investment decisions
in current and future technologies for
carbon mitigation.

We have not developed specific metrics
related to our climate-related risks and
opportunities beyond the impact of our
carbon emissions and various metrics and
KPIs tracking performance efficiency and
effectiveness. We will incorporate these into
the development of our overall risk register
in 2024.

TCFD b. Disclose Scope 1, Scope 2 and,
if appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.

Scope 1, 2 and 3 emissions are the key
metrics we use to measure our emissions,
manage climate-related risks and assess
opportunities in the energy transition. For
our carbon footprint disclosure see pages
28–29).

For further details on our methodology,
see our basis of reporting, available at
heliostowers.com/our-impact/reports.

TCFD c. Describe the targets used by the
organization to manage climate-related
risks and opportunities, and performance
against targets.

We address physical and transition climate
risks by decarbonising our operational
footprint. Our climate targets are focused on
reducing carbon intensity; in late 2021, we set
out an intensity target to reduce carbon
emissions per tenant by 46% by 2030 against
a 2020 baseline. Read more on page 29.

In 2023, we initiated a rebaselining exercise
to review our carbon target and roadmap,
which will be considered and approved by
the Board. The target will include our new
markets and will consider OpCo-specific
initiatives and reduction feasibility. We are
currently reviewing the changes to ensure
the modelling is as accurate as possible prior
to disclosing the new target in 2024. In the
interim period, we continue to measure and
report progress against our current target.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Viability statement

1. Assessment of prospects: Context
The Group’s activities are long-term in
nature, as is its business model. The Group is
either the sole and/or leading independent
operator in seven of its nine markets.
The Group has demonstrated consistent
Adjusted EBITDA growth for the last five
years, and from 2018 to 2023, operating
loss has improved from US$(24) million
to an operating profit of US$146 million.
Following substantial inorganic expansion
across 2020–2022, the Group focused
on tenancy ratio expansion and organic
growth on its enlarged platform in 2023.
Consequently, the Group’s loss before tax
improved US$50 million to US$112 million
year-on-year. Pages 3–7 describe how
the Group’s business model will generate
profits in future years as the tenancy
ratio further expands going forward.

Our recent expansion has resulted in US$39
million of net liabilities at year end, primarily
driven by the depreciation on acquired
assets and financing costs, including
non-cash charges relating to intercompany
loans. As we lease-up those assets over the
next few years, we expect the liability
position to reverse. Our net current assets
at year end remain strong at US$84 million.

The Group closed the year with US$107
million cash and cash equivalents, in
addition to c. US$400 million of undrawn
debt facilities. In 2023, we raised a
US$600 million term loan and up to
US$120 million revolving credit facility
(RCF). As of December 2023, US$405
million of the term loan was drawn,
following a successful US$325 million
tender offer of the 2025 Senior Notes,
US$65 million repayment of the prior term
loan and related fees and expenses.

This liability management resulted in the
Group extending its average weighted
maturity by one year, with a minimal
increase in cost of debt, despite the higher
interest rate environment.

Net leverage was 4.4x at the end of 2023,
within the Group’s medium-term target
range of 3.5x–4.5x.

The Board continues to take a balanced
approach to the Group’s strategy and the
focus is primarily on growing earnings and
return on invested capital through organic
tenancy expansion. Decisions relating to
investments are made consistent with the
Group’s current risk appetite and are subject
to robust commercial analysis, diligence and
Board oversight and approval.

2. Key assumptions and the
assessment process
Group prospects are assessed through
its strategic planning process, which is
led by the Group CEO and the Executive
Management team and involves all relevant
functions such as Finance, Commercial,
Operations, Legal and Compliance. The
Board, through its regularly scheduled
meetings, oversees this process. The Board’s
role is to assess whether the strategic plan’s
outputs take account of external dynamics
including political, social, technological
and macroeconomic factors. The output of
this process is a set of objectives, financial
forecasts and an assessment of any key
risks that may impact delivery of the plan.
The latest updates to this strategic plan
were finalised in 2023. This considered the
Group’s current positions and business
prospects for the next four years, focusing
on potential market expansion, growth
opportunities in existing markets and the
scope for new product development.

Based on this analysis, detailed financial
forecasts were prepared for a five-year period.
The forecasts for the first year represent the
Group’s operating budget, which is subject to
ongoing review and formal monitoring during
the year. A similar level of detail is included in
the second year of the forecast and this is
flexed, based on the actual results obtained in
year one. Forecasts for the remaining years
are extrapolated from these first two years,
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 whilst safeguard its
liquidity. The forecasts take into account the
Group’s commitments with respect to the
US$100 million capital spend required to meet
its carbon target (see page 29).

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 forecasts 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 51–56 of this Annual Report,
by quantifying their potential financial
impact and assessing the potential impact
on planned delivery. All of the scenarios
modelled represent ‘severe but plausible’
circumstances that could affect the Group,
its operations and its business activities.

3. Assessment of viability
The assessment of viability started with the
available headroom as of 31 December 2023
and considered the plans and projections
prepared as part of the forecasting cycle
and related downside scenarios that reflect
the principal risks of the Group.

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 50% of its portfolio
would need to go offline for the business to
be not 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
13 March 2024

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Alternative Performance Measures

The Group has presented a number of Alternative
Performance Measures (APMs), which are used in addition
to IFRS statutory performance measures.

The Group believes that these APMs, which are not considered to be a substitute for or
superior to IFRS measures, provide stakeholders with additional helpful information on the
performance of the business. These APMs are consistent with how the business performance
is planned and reported within the internal management reporting to the Board. Some of
these measures are also used for the purpose of setting remuneration targets.

Adjusted EBITDA and Adjusted EBITDA margin
Definition
Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.

Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenue.

Purpose
The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate
comparisons of operating performance from period to period and company to company by
eliminating potential differences caused by variations in capital structures (affecting interest
and finance charges), tax positions (such as the impact of changes in effective tax rates or net
operating losses) and the age and booked depreciation on assets. The Group excludes certain
items from Adjusted EBITDA, such as loss on disposal of property, plant and equipment and
other adjusting items because it believes they facilitate a better understanding of the Group’s
underlying trading performance.

Reconciliation between APM and IFRS

Loss before tax

Adjustments applied to give Adjusted EBITDA
Adjusting items:
Deal costs1
Share-based payments and long-term incentive plan charges2
Other/Restructuring

(Loss)/Gain on disposal of property, plant and equipment
Other gains and losses
Depreciation of property, plant and equipment
Amortisation of intangible assets
Depreciation of right-of-use assets
Interest receivable
Finance costs

Adjusted EBITDA

Revenue

Adjusted EBITDA margin

2023
US$m

2022
US$m

(112.2)

(162.5)

3.3
3.7
0.9
(3.1)
6.1
160.9
26.1
32.0
(1.3)
253.5

369.9

721.0

51%

19.1
4.5
–
0.4
51.4
144.6
12.6
21.3
(1.8)
193.2

282.8

560.7

50%

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.
Includes associated costs.

Adjusted gross profit and Adjusted gross margin
Definition
Adjusted gross profit means gross profit, adding back site and warehouse depreciation,
divided by revenue.

Adjusted gross margin means Adjusted gross profit divided by revenue.

Purpose
This measure is used to evaluate the underlying level of gross profitability of the operations
of the business, excluding depreciation, which is the major non-cash measure otherwise
reflected in cost of sales. The Group believes that Adjusted gross profit facilitates comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by the age and booked depreciation on assets. It is also a proxy
for the gross cash generation of its operations.

Reconciliation between IFRS and APM

Gross profit
Add back: Site and warehouse depreciation

Adjusted gross profit

Revenue

Adjusted gross margin

2023
US$m

270.6
185.6

456.2

721.0

63%

2022
US$m

194.8
158.1

352.9

560.7

63%

Portfolio 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.

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.

Reconciliation between IFRS and APM

Cash generated from operations
Adjustments applied:
Movement in working capital
Adjusting items:
Deal costs1

Adjusted EBITDA
Less: Maintenance and corporate capital additions
Less: Payments of lease liabilities2
Less: Tax paid

Portfolio free cash flow

2023
US$m

318.5

48.1

3.3

369.9
(35.5)
(45.3)
(20.9)

268.2

2022
US$m

193.2

70.5

19.1

282.8
(20.3)
(40.8)
(20.3)

201.4

1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which

cannot be capitalised. These comprise employee costs, professional fees, travel costs and set-up costs incurred prior
to operating activities commencing.

2 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.

Gross debt, net debt and net leverage
Definition
Gross debt is calculated as non-current loans and current loans and long-term and short-term
lease liabilities.

Return on invested capital
Definition
Return on invested capital (ROIC) is defined as annualised portfolio free cash flow divided
by invested capital.

Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated
as net debt divided by annualised Adjusted EBITDA1.

Purpose
Gross debt is a prominent metric used by investors and rating agencies.

Net debt is a measure of the Group’s net indebtedness that provides an indicator of overall
balance sheet strength. It is also a single measure that can be used to assess the Group’s cash
position relative to its indebtedness. The use of the term ‘net debt’ does not necessarily mean
that the cash included in the net debt calculation is available to settle the liabilities included
in this measure.

Net leverage is used to show how many years it would take for a company to pay back its
debt if net debt and Adjusted EBITDA are held constant.

Reconciliation between IFRS and APM

External debt
Lease liabilities

Gross debt

Cash and cash equivalents

Net debt

Annualised Adjusted EBITDA1

Net leverage

2023
US$m

1,650.3
239.4

2022
US$m

1,571.6
226.0

1,889.7

1,797.6

106.6

119.6

1,783.1

1,678.0

403.0

4.4x

328.8

5.1x

Invested capital is defined as gross property, plant and equipment and gross intangible
assets, less accumulated maintenance and corporate capital expenditure, adjusted for
IFRS 3 and IAS 29 accounting adjustments and deferred consideration for future sites.

Purpose
This measure is used to evaluate asset efficiency and the effectiveness of the Group’s
capital allocation.

Reconciliation between IFRS and APM

Property, plant and equipment
Accumulated depreciation
Accumulated maintenance and corporate capital expenditure
Intangible assets
Accumulated amortisation
Accounting adjustments and deferred consideration for future sites

Total invested capital

Annualised portfolio free cash flow1

Return on invested capital

2023
US$m

918.3
1,127.5
(260.3)
546.4
75.6
(180.1)

2022
US$m
(Restated)²

907.9
934.0
(224.8)
575.2
50.4
(70.7)

2,227.4

2,172.0

268.2

12.0%

223.8

10.3%

1 Annualised portfolio free cash flow is calculated as portfolio free cash flow for the respective period, adjusted to

annualise the impact of acquisitions closed during the respective period.
2 Restatement on finalisation of acquisition accounting; see note 31, page 166.

1 Annualised Adjusted EBITDA calculated as per the Senior Notes definition as the most recent fiscal quarter multiplied
by four, adjusted to reflect the annualised contribution from acquisitions that have closed in the most recent fiscal
quarter. This is not a forecast of future results.

Consolidated Income Statement
For the year ended 31 December

(US$m)

Revenue
Cost of sales

Gross profit

Administrative expenses
Gain/(loss) on disposal of property, plant and equipment

Operating profit

Interest receivable
Other gains and losses
Finance costs

Loss before tax

Tax expense

Loss after tax

Loss attributable to:
Owners of the Company
Non-controlling interests

Loss for the year

Loss per share:
Basic loss per share (cents)
Diluted loss per share (cents)

Year ended 31 December

2023

2022

721.0
(450.4)

270.6

(127.6)
3.1

146.1

1.3
(6.1)
(253.5)

(112.2)

0.4

560.7
(365.9)

194.8

(114.1)
(0.4)

80.3

1.8
(51.4)
(193.2)

(162.5)

(8.9)

(111.8)

(171.4)

(100.1)
(11.7)

(111.8)

(171.5)
0.1

(171.4)

(10)
(10)

(16)
(16)

Segmental key performance indicators
For the year ended 31 December

Following the Group’s recent expansion into new countries and related internal management and reporting reorganisation, the Group’s segments are now presented on a regional rather than
a country basis, with comparative information re-presented accordingly.

$ values are presented as US$m

Sites at year end
Tenancies at year end
Tenancy ratio at year end

Revenue for the year
Adjusted gross marginΔ
Adjusted EBITDAΔ for the year1
Adjusted EBITDA marginΔ for the year

Group

Middle East & North Africa2

East & West Africa3

Central & Southern Africa4

2023

2022

2023

14,097
26,925
1.91x

$721.0
63%
$369.9
51%

13,553
24,492
1.81x

$560.7
63%
$282.8
50%

2,535
3,375
1.33x

$57.5
77%
$38.5
67%

2022

2,519
3,017
1.20x

$3.6
73%
$2.3
64%

2023

2022

2023

6,396
12,608
1.97x

$312.6
69%
$199.8
64%

6,300
12,093
1.92x

$261.8
67%
$162.9
62%

5,166
10,942
2.12x

$350.9
56%
$167.6
48%

2022

4,734
9,382
1.98x

$295.3
59%
$149.1
50%

1 Group Adjusted EBITDA for the year includes corporate costs of US$36.0 million (2022: US$31.5 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.

Total tenancies as at 31 December

Standard colocations
Amendment colocations

Total colocations
Total sites

Total tenancies

Group

Middle East & North Africa1

East & West Africa2

Central & Southern Africa3

2023

10,929
1,899

12,828
14,097

26,925

2022

9,611
1,328

10,939
13,553

24,492

2023

744
96

840
2,535

3,375

2022

498
–

498
2,519

3,017

2023

5,332
880

6,212
6,396

2022

5,080
713

5,793
6,300

2023

4,853
923

5,776
5,166

12,608

12,093

10,942

2022

4,033
615

4,648
4,734

9,382

1 Middle East & North Africa segment reflects the Company’s operations in Oman.
2 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
3 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 64-66

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Detailed financial review continued

Revenue
Revenue increased by 28.6% to US$721.0 million in the year ended 31 December 2023 from
US$560.7 million in the year ended 31 December 2022. The increase in revenue was
driven by organic tenancy growth, especially in DRC, contractual CPI and power escalators
and acquisitions in Malawi and Oman in 2022.

Cost of sales

(US$m)

Power
Non-power
Site and warehouse depreciation

Total cost of sales

Year ended 31 December

% of Revenue

2023

177.3
87.5
185.6

450.4

2023

24.6%
12.2%
25.7%

62.5%

2022

131.3
76.5
158.1

365.9

2022

23.4%
13.6%
28.2%

65.3%

The table below shows an analysis of the cost of sales on a region-by-region basis for the
year ended 31 December 2023 and 2022.

Group

Middle East &
North Africa

East & West Africa

Central &
Southern Africa

(US$m)

2023

2022

2023

2022

Power
Non-power
Site and warehouse

177.3
87.5

131.3
76.5

depreciation

185.6

158.1

Total cost of sales

450.4

365.9

7.4
5.9

19.0

32.3

0.6
0.5

2.2

3.3

2023

60.4
36.4

2022

50.4
35.0

2023

109.5
45.2

2022

80.3
41.0

80.9

78.3

85.7

77.6

(US$m)

177.7

163.7

240.4

198.9

Cost of sales increased to US$450.4 million in the year ended 31 December 2023 from
US$365.9 million in the year ended 31 December 2022, due primarily to a full year of
operations in Malawi and Oman (US$42.7 million) and organic site growth.

Administrative expenses
Administrative expenses increased by 11.8% to US$127.6 million in the year ended
31 December 2023 from US$114.1 million in the year ended 31 December 2022. Year-on-year
administrative expenses as a percentage of revenue has decreased by 2.6%. The increase in
administrative expenses is primarily due to the impact of acquisitions that increased
amortisation and other administrative costs.

Year ended 31 December

% of Revenue

2023

86.4
33.4
7.8

127.6

2023

12.0%
4.6%
1.1%

17.7%

2022

70.0
20.3
23.8

114.1

2022

12.5%
3.6%
4.2%

20.3%

(US$m)

Other administrative costs
Depreciation and amortisation
Adjusting items

Total administrative expense

Adjusted EBITDA
Adjusted EBITDA was US$369.9 million in the year ended 31 December 2023 compared to
US$282.8 million in the year ended 31 December 2022. The increase in Adjusted EBITDA
between periods is primarily attributable to the changes in revenue, cost of sales and
administrative expenses, as discussed above. Please refer to the Alternative Performance
Measures section for more details and Note 4 of the Group Financial Statements for a
reconciliation of aggregate Adjusted EBITDA to loss before tax.

Other gains and losses
Other gains and losses recognised in the year ended 31 December 2023 was a loss of
US$6.1 million, compared to a loss of US$51.4 million in the year ended 31 December 2022.
This is mainly related to the impacts of hyperinflation accounting in 2023 in Ghana and the
non-cash US$2.1 million (2022: US$51.5 million) fair value movement of the embedded
derivative valuation of the put and call options embedded within the terms of the Senior
Notes. See Note 26 of the Group Financial Statements.

Finance costs
Finance costs of US$253.5 million for the year ended 31 December 2023 included interest
costs of US$150.2 million which reflects interest on the Group’s debt instruments, fees on
available Group and local term loans and revolving credit facilities (RCF), withholding taxes
and amortisation. The increase in interest costs from US$115.4 million in 2022 to US$150.2
million in 2023 is primarily due to a full year of interest costs for the Oman term loan. The
increase in non-cash foreign exchange differences from US$52.3 million in 2022 to US$86.1
million in 2023 primarily reflects fluctuations of the Malawian Kwacha, Ghanaian Cedi and
Tanzanian Shilling which declined against the US Dollar during the year.

Foreign exchange differences
Interest costs
Interest costs on lease liabilities
Gain on refinancing

Total finance costs

Year ended 31 December

2023

86.1
150.2
25.0
(7.8)

253.5

2022

52.3
115.4
25.5
–

193.2

Tax expense
Tax expense was US$0.4 million credit in the year ended 31 December 2023 as compared
to US$8.9 million expense in the year ended 31 December 2022. The decrease in overall tax
charge is predominantly driven by the recognition of previously unrecognised deferred tax
assets in profitable territories.

Though entities in Congo Brazzaville and Senegal have continued to be loss-making for tax
purposes, minimum income taxes or/and asset based taxes were levied, as stipulated by law
in these jurisdictions. DRC, Ghana, Madagascar, Tanzania and two entities in South Africa are
profitable for tax purposes and subject to corporate income tax thereon.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Detailed financial review continued

Contracted revenue
The following table provides our total undiscounted contracted revenue by country as of
31 December 2023 for each year from 2024 to 2028, with local currency amounts converted
at the applicable average rate for US Dollars for the year ended 31 December 2023 held
constant. Our contracted revenue calculation for each year presented assumes:

– no escalation in fee rates;

– no increases in sites or tenancies other than our committed tenancies;

– our customers do not utilise any cancellation allowances set forth in their MLAs;

– our customers do not terminate MLAs prior their current term; and

– no automatic renewal.

Year ended 31 December

(US$m)

2024

2025

2026

2027

2028

Middle East & North Africa
East & West Africa
Central & Southern Africa

Total

52.5
278.3
362.1

692.9

49.6
287.4
334.7

671.7

49.6
247.2
300.8

597.6

49.6
231.8
271.5

552.9

49.6
227.8
256.6

534.0

The following table provides our total undiscounted contracted revenue by key customers
as of 31 December 2023 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 2023 held
constant. As at 31 December 2023, total contracted revenue was US$5.4 billion (2022:
US$4.7 million), of which 99% is from multinational MNOs, with an average remaining life of
7.8 years (2022: 7.6 years).

Management cash flow

(US$m)

Adjusted EBITDA
Less:
Maintenance and corporate capital additions
Payments of lease liabilities1
Corporate taxes paid

Portfolio free cash flow2

Cash conversion %3

Net payment of interest4
Net change in working capital5

Levered portfolio free cash flow6
Discretionary capital additions7
Cash paid for exceptional and one-off items, and proceeds on disposal assets8

Free cash flow
Transactions with non-controlling interests
Net cash flow from financing activities9

Net cash flow
Opening cash balance
Foreign exchange movement

Closing cash balance

Year ended 31 December

2023

369.9

(35.5)
(45.3)
(20.9)

268.2

73%

(127.9)
(47.1)

93.2
(167.5)
(6.8)

(81.1)
–
75.7

(5.4)
119.6
(7.6)

106.6

2022

282.8

(20.3)
(40.8)
(20.3)

201.4

71%

(97.7)
(86.5)

17.2
(745.0)
7.2

(720.6)
(11.8)
327.4

(405.0)
528.9
(4.3)

119.6

(US$m)

Multinational MNOs
Other

Total

Total
committed
revenues

% of total
committed
revenues

5,363.2
54.0

99.0%
1.0%

5,417.2

100.0%

1 Payment of lease liabilities comprises interest and principal repayments of lease liabilities.
2 Refer to reconciliation of cash generated from operating activities to portfolio free cash flow in the Alternative

Performance Measures section.

3 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.
4 Net payment of interest corresponds to the net of ‘Interest paid’ (including withholding tax) and ‘Interest received’

in the Consolidated Statement of Cash Flow, excluding interest payments on lease liabilities.

5 Working capital means the current assets less the current liabilities for the Group. Net change in working capital

corresponds to movements in working capital, excluding cash paid for exceptional and one-off items and including
movements in working capital related to capital expenditure.

6 Levered portfolio free cash flows have been represented based on the updated structure of the management cash

flow. It is defined as portfolio free cash flow less net payment of interest and net change in working capital.

7 Discretionary capital additions includes acquisition, growth and upgrade capital additions.
8 Cash paid for exceptional and one-off items and proceeds on disposal of assets includes project costs, deal costs,

deposits in relation to acquisitions, proceeds on disposal of assets and non-recurring taxes.

9 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs, loan

drawdowns, loan issue costs, repayment of loan and capital contributions in the Consolidated Statement of Cash Flows.

Cash conversion has increased slightly from 71% for the year ended 31 December 2022 to
73% for the year ended 31 December 2023. This is driven by Adjusted EBITDA growing faster
than corporate taxes paid and payment of lease liabilities.

Net change in working capital decreased by US$39.4 million year-on-year due to timing of
cash payments to suppliers and improved collections from customers.

The Group’s Consolidated Statement of Cash Flows is set out on page 135.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Detailed financial review continued

Cash flows from operations, investing and financing activities
Cash generated from operations increased by 64.9% to US$318.5 million (2022: US$193.2
million) driven by higher Adjusted EBITDA, lower deal costs and movements in working
capital. Net cash used in investing activities was US$195.8 million for the year ended
31 December 2023, down from US$381.5 million in the prior year. The decrease was primarily
due to lower organic and inorganic site growth in 2023. Net cash generated from financing
activities during the year was US$43.2 million, which primarily related to loan drawdowns net
of loan repayments.

Cash and cash equivalents
Cash and cash equivalents decreased by US$13.0 million year-on-year to US$106.6 million at
31 December 2023 (2022: US$119.6 million) as described above.

Capital expenditure
The following table shows our capital expenditure additions by category during the year
ended 31 December:

Acquisition
Growth
Upgrade
Maintenance
Corporate

Total

2023

2022

US$m

20.2
112.5
34.8
31.3
4.2

203.0

% of total
capex

10.0%
55.4%
17.1%
15.4%
2.1%

100.0%

US$m

557.4
171.2
16.3
17.9
2.5

765.3

% of total
capex

72.9%
22.4%
2.1%
2.3%
0.3%

100.0%

Acquisition capex in the year ended 31 December 2023 relates primarily to deferred
consideration in Senegal.

Trade and other receivables
Trade and other receivables increased from US$228.1 million at 31 December 2022 to
US$297.2 million at 31 December 2023, primarily due to increases from new markets entered,
organic growth, customer billing profile and contract assets. Debtor days decreased from
57 days in 2022 to 47 days in 2023 (see Note 15).

Trade and other payables
Trade and other payables increased from US$239.4 million at 31 December 2022 to
US$301.7 million at 31 December 2023. The increase is primarily driven by an increase in
deferred income, as a result of the timing of customer billings, and an increase in accruals
due to the timing of capital expenditure and other purchases around year-end.

Loans and borrowings
As of 31 December 2023 and 31 December 2022, the Group’s outstanding loans and borrowings,
excluding lease liabilities, were US$1,650.3 million (net of issue costs) and US$1,571.6 million
respectively, and net leverage was 4.4x and 5.1x respectively. The year-on-year change in
indebtedness largely reflects a US$325 million partial tender of the Group’s Senior Notes due
2025 and US$65 million repayment of the Group’s previous term loan using proceeds from new
banking facilities completed during the year. Further details of loans and borrowings are
provided in Note 20 of the Group Financial Statements.

73 Chair’s introduction to the
Governance Report

79 Board leadership and
Company purpose

95 Technology Committee Report

96 Audit Committee Report

102 Directors’ Remuneration

82 Section 172(1) Statement

87 Division of responsibilities

Report

89 Nomination Committee Report

120 Other statutory information

92 Board diversity at a glance

123 Statement of Directors’

94 Sustainability Committee

Report

responsibilities

74 Compliance with 2018 UK

Corporate Governance Code

75 Board of Directors

77 Group Executive Committee

78 Governance framework

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Chair’s introduction to the Governance Report

Number of Board members

2022: 10

Women on the Board %

2022: 40

Directors from ethnically diverse
backgrounds %

2022: 40

Dear Shareholder I am pleased to

present Helios Towers’ Governance
Report for the year ended

31 December 2023.

Our Governance Report sets out our
governance framework, the operation of the
Board and its committees, the Board’s activities
and Section 172(1) Statement, and the Board’s
engagement with stakeholders. Each element
of our governance structure enables the Board
to collaborate effectively with the Executive
Leadership Team (ELT) and other colleagues
across the Group, ensuring the successful and
continued implementation of our Sustainable
Business Strategy.

The Board and the ELT work closely together
to promote the long-term sustainable success
of the Company, setting the tone from the
top and ensuring that the Company’s culture,
purpose, values and high standards of
business conduct are embedded across the
Group. The Board adopts a collaborative and
supportive role with the ELT, whilst also
providing appropriate challenge on key
strategic decisions.

Each element of our governance
structure enables the Board to
collaborate effectively with the
Executive Leadership Team and
colleagues across the Group,
ensuring the successful and
continued implementation of the
Sustainable Business Strategy.

Sir Samuel Jonah KBE, OSG
Chair

Sustainable Business Strategy
The Company has now completed two
years of its five-year Sustainable Business
Strategy and a two-year strategy check-in
discussion was held at the Board meeting
in December 2023. The Board remains
committed and fully focused on achieving
the five-year strategy set out in 2021, while
recognising that the strategy will evolve
as priorities change from both an external
and internal perspective. The Board has
overall responsibility for sustainability
matters, with implementation discussed
by the newly formed Sustainability
Committee. Discussions on sustainability
include the impact the Company has on
the environment, looking at factors such as
the work that is continuing in the operating
companies to reduce the Company’s carbon
footprint by minimising diesel consumption
and investing in renewable power.

Board composition
In May 2023, we announced a change
in Board roles, with the appointment of
Magnus Mandersson as Deputy Chair and
Alison Baker as Senior Independent Director.
The Company now complies with the
FCA Listing Rules requirements and FTSE
Women Leaders Review recommendations
to have a female director in one of the senior
Board positions. We have provided more
detail on Board diversity in the Nomination
Committee Report on pages 89–91.

As announced to the market on 26 January
2024, Magnus Mandersson will not seek
re-election as a Director of the Company
and will formally step down at the close of
the Annual General Meeting on 25 April
2024. I would like to take this opportunity to
express the Board’s gratitude to Magnus for
his contribution to the successful growth of
the Company since the Initial Public Offering
(IPO) in 2019.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Chair’s introduction to the Governance Report continued

Board Committees
The Board is committed to the continuous
improvement of the Company’s
governance processes and procedures
and as such, established the Sustainability
and Technology Committees in 2023
and 2022 respectively. The Company
now has five Committees of the Board:
Audit, Nomination, Remuneration,
Sustainability and Technology (as well as
the Disclosure Committee). The governance
framework stating the purpose of each
Committee can be found on page 78.

We formed the Sustainability Committee
with Carole Wainaina as Chair, in July 2023,
to ensure a more focused approach to
sustainability, which had previously been
given ‘whole Board’ oversight, and to drive
the Company’s Sustainable Business Strategy
across the Group. The Sustainability Committee
will also monitor the Group’s engagement
with stakeholders and provide oversight of
best practice and regulatory developments
in corporate sustainability. Carole reports on
the activities of the Sustainability Committee
to the Board following each of its meetings.
Further insight into the role of the Sustainability
Committee can be found on page 94.

The Technology Committee, which is discussed
in more detail on page 95, was formed in
October 2022, holding one meeting before
the end of 2022, and has now completed its
first full year of meetings. This committee
was set up to provide further focus on
technological developments in mobile
and power systems which may impact the
Company. Magnus Mandersson chairs the
Technology Committee and reports to the
Board on its activities following each meeting.

Board visits
As part of the Board’s commitment to
supporting the operating companies
and stakeholder engagement activities,
Board members visited various operating
companies during 2023, including Oman,
South Africa and DRC. Engagement
meetings with stakeholders were also
held in Stockholm, London and Dubai
to discuss technology developments
of relevance to the Company. All Board
members are encouraged to travel to
our markets and liaise with colleagues in
our operating companies and in order to
support this, the Board will be holding a
Board meeting in Tanzania during 2024.

Annual Board evaluation
2023 saw the first of a new three-year
cycle of Board evaluations, with the
completion of an internal evaluation of the
Board and its Committees. I am pleased to
confirm that the Board and its Committees
remain effective in their performance and
carrying out their duties. We discuss the
internal evaluation process, outcomes and
actions in more detail on pages 90–91.

I look forward to continuing to work with
the Board, supporting management and
colleagues in 2024, and to meeting
shareholders at our 2024 Annual General
Meeting (AGM) in April.

Sir Samuel Jonah KBE, OSG
Chair

GOVERNANCE HIGHLIGHTS

Section 172(1) Statement

Stakeholder engagement

Engagement case studies

Pages

82–83

84–85

Diversity, equity and inclusion

89–90

Board evaluation

90–91

COMPLIANCE WITH 2018 UK
CORPORATE GOVERNANCE CODE

The Board supports, and is committed
to, the Company’s compliance with the
UK Corporate Governance Code 2018
(the Code), which is available to view on
the website of the Financial Reporting
Council (FRC) at www.frc.org.uk. As of
31 December 2023, the Board confirms that
the Company has applied the principles,
and complied with the provisions,
set out in the Code. The Corporate
Governance Report together with the
Directors’, Audit and Remuneration
Reports, describe how the Company
has addressed these requirements.

The current composition of the Board
reflects the rights of the Company’s largest
shareholder, Quantum Strategic Partners
Ltd, to appoint a Director to the Board
under the Shareholders’ Agreement. Lath
Holdings Ltd’s right to appoint a Director
fell away in 2021 when its shareholding fell
below 10%. However, Temitope Lawani
(Lath’s Non-Executive Director) was invited
to stay on the Board. Further information
on the independence of Board members
and details of the Shareholders’ Agreement
can be found on page 88.

The following table shows where
shareholders can find information in this
report about the Company’s application
of, and compliance with, the principles
and provisions of the Code.

Pages

Board leadership and Company purpose

A. Role of the Board

B. Purpose, values and culture

C. Resources and controls

D. Stakeholder engagement

51–56

84–85

E. Workforce policies and practices 30–33

Division of responsibilities

F. Role of the Chair

G. Role Responsibilities

H. Time commitment and conflicts
of interest

I. Company Secretary

Composition, succession and evaluation

J. Board appointments, succession
planning and diversity

89–90

K. Board skills, experience,
knowledge and tenure

L. Annual Board evaluation

Audit, risk and internal control

92–93

90–91

M. External and internal audit

100–101

N. Fair, balanced and
understandable

O. Risk management and internal
control framework

99–100

Remuneration

P. Linking remuneration to
purpose, values and strategy

107–108

Q. Remuneration policy summary1

106

R. Remuneration outcomes for the
financial year ended 31 December
2023

107–119

1 Full details of the Remuneration Policy, approved at
the 2023 AGM, can be found on pages 113-122 of the
2022 Annual Report and Financial Statements.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Board of Directors as at 31 December 2023

OUR BOARD

The Board has the relevant
depth and variety of expertise
and experience to support the
business.

SIR SAMUEL JONAH
KBE, OSG
CHAIR

TOM GREENWOOD
GROUP CHIEF
EXECUTIVE OFFICER

MANJIT DHILLON
GROUP CHIEF
FINANCIAL OFFICER

MAGNUS MANDERSSON
DEPUTY CHAIR

Key to Committees

Audit Committee

Nomination Committee

Sustainability Committee

Technology Committee

Remuneration Committee

Committee Chair

Appointed to the Board
12 September 2019

Appointed to the Board
1 January 2021

Appointed to the Board
12 September 2019

Committees

N R

Committees

S T

Committees

S T

Committees

A N T

Sir Samuel has extensive
listed company experience,
having served on the
boards of various public and
private companies including
Vodafone Group plc, Lonrho
plc, the Global Advisory
Council of the Bank of
America Corporation and
Standard Bank Group.
He previously worked for
Ashanti Goldfields and
later became Executive
President of AngloGold
Ashanti Limited.

He has a master’s in
Management from Imperial
College London and is a
member of the American
Academy of Engineering.

Other current
appointments
Chair of Roscan Gold
Corporation Inc., listed in
Canada on the TSX Venture
Exchange.

Tom was appointed Group
CEO in April 2022, having
held numerous positions
since joining, including two
prior executive positions
(COO and CFO). He has
overseen many of the
Company’s key milestones,
including all 15 major M&A
transactions, the inaugural
bond and IPO on the
London Stock Exchange,
as well as delivering record
operational performance
for customers.

Tom is a qualified Chartered
Accountant of the Institute
of Chartered Accountants of
England and Wales.

Other current
appointments
None

Manjit was appointed Group
CFO in January 2021, having
held the positions of interim
CFO and Head of Investor
Relations and Corporate
Finance. He is the Head of
the London Office, with
Finance, Sustainability and
IT also reporting into him.

He has overseen capital
raisings of over US$4.0
billion, and the acquisitions
of multiple tower portfolios.
He also played a key role in
the IPO on the London
Stock Exchange.

Manjit is a qualified
Chartered Accountant of
the Institute of Chartered
Accountants of England
and Wales.

Other current
appointments
None

Magnus has more than 25
years of experience in the
Telecommunications and
Media sectors. He worked
at Telefonaktiebolaget
LM Ericsson for 14 years,
where he held various
positions including
Executive Vice President.

Magnus has a Bachelor
of Science in Business
Administration from Lund
University in Sweden.

Other current
appointments
Chair of Tampnet AS
and Karnov Group AB,
a Sweden-listed company
on NASDAQ.

Board member of Albert
Immo Holding S.à.r.l., PMM
Advisors S.A. and a member
of the Advisory Council at
Interogo Foundation.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Board of Directors as at 31 December 2023 continued

ALISON BAKER
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR

RICHARD BYRNE
INDEPENDENT
NON-EXECUTIVE DIRECTOR

HELIS ZULIJANI-BOYE
NON-EXECUTIVE
DIRECTOR

TEMITOPE LAWANI
NON-EXECUTIVE
DIRECTOR

Appointed to the Board
12 September 2019

Appointed to the Board
9 March 2022

Appointed to the Board
12 September 2019

Committees

A R

Committees

A R T

Committees

Alison has more than 25
years of experience in
auditing, capital markets
and assurance services and
was previously a partner at
PwC LLP and EY LLP.

Richard was previously a
Director of Helios Towers,
Ltd., since December 2010
and co-founded TowerCo in
2004, serving as President
and Chief Executive Officer.

Before TowerCo, he was
President of the tower
division of SpectraSite
Communications, Inc., and
served as National Director
of Business Development at
Nextel Communications Inc.
He was also a Director of the
Wireless Infrastructure
Trade Association in the US.

Other current
appointments
None

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.

Other current
appointments
SID of Rockhopper
Exploration Plc, listed on the
London Stock Exchange.

SID of Endeavour Mining
Corp, listed on the Toronto
and London Stock
Exchanges.

NED Capstone Copper
Corp, listed on the Toronto
Stock Exchange.

Helis is a Managing Director
at Paine Schwartz Partners
(PSP), a private equity firm.
Prior to joining PSP in 2024,
she was a Managing
Director of Newlight
Partners LP, an independent
investment manager.

She has over 15 years of
experience in the private
equity and investment
banking industries, having
previously worked at the
Charterhouse Group, the
Carlyle Group and JP
Morgan.

Helis holds a BA in
Economics and a Citation in
German Language from
Harvard University.

Other current
appointments
Board member of ASSIST.

Temitope was previously a
Director of Helios Towers,
Ltd., serving since February
2010. He is co-founder and
Managing Partner of Helios
Investment Partners, is
co-Chief Executive and
Director of Helios Fairfax
Partners Corporation and
has over 25 years of principal
investment experience.

He holds a BSc in Chemical
Engineering, a Juris Doctorate
(cum laude) and an MBA from
Harvard Business School.

Other current
appointments
NED of Pershing Square
Holdings Ltd, listed on the
London and Amsterdam
Stock Exchanges.

Co-Chief Executive/Director
of Helios Fairfax Partners
Corporation, listed on the
Toronto Stock Exchange.

SALLY ASHFORD
INDEPENDENT
NON-EXECUTIVE
DIRECTOR FOR
WORKFORCE
ENGAGEMENT

Appointed to the Board
15 June 2020

Committees

N R S

Sally has over 30 years’
experience in the field of
Human Resources (HR). She
is currently Group HR
Director at Informa plc, and
has worked in a variety of
senior HR roles in the
Telecoms industry at BT, O2
and Telefonica. Prior to
Informa plc, she was Chief
HR Officer for Royal Mail.

She holds a BSc in
Management Science from
the University of Manchester
and a Master’s in Industrial
Relations from the
University of Warwick.

Other current
appointments
None

CAROLE WAMUYU
WAINAINA
INDEPENDENT
NON-EXECUTIVE DIRECTOR

Appointed to the Board
13 August 2020

Committees

A N S

Carole is currently Senior
Advisor to the CEO at the
Africa50 Infrastructure
Fund. She was previously
Assistant Secretary General
at the United Nations in the
Department of Management,
Executive Vice President
and Chief HR Officer at
Koninklijke Philips N.V., and
also spent 13 years with
The Coca Cola Company.

She holds a Bachelor of
Business degree from the
University of Southern
Queensland in Australia.

Other current appointments
NED for Equatorial Coca-
Cola Bottling Company.

NED of ofi.

Non-Executive Board
member of Nairobi
International Finance Centre.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Group Executive Committee as at 1 January 2024

OUR GROUP EXECUTIVE COMMITTEE

TOM GREENWOOD
GROUP CHIEF EXECUTIVE
OFFICER

MANJIT DHILLON
GROUP CHIEF FINANCIAL
OFFICER

PHILIPPE LORIDON
REGIONAL CEO – MIDDLE
EAST, EAST & WEST AFRICA

SAINESH VALLABH
CHIEF COMMERCIAL OFFICER
AND REGIONAL CEO –
SOUTHERN AFRICA

FRITZ DZEKLO
REGIONAL CEO –
CENTRAL AFRICA

ALLAN FAIRBAIRN
GROUP DIRECTOR, BUSINESS
EXCELLENCE AND DELIVERY

LARA COADY
GROUP DIRECTOR, OPERATIONS
AND ENGINEERING

DOREEN AKONOR
GROUP DIRECTOR, PEOPLE,
ORGANISATION AND
DEVELOPMENT

PAUL BARRETT
GENERAL COUNSEL AND
COMPANY SECRETARY

Biographies of the ELT, including
the Executive Committee
(ExCo), Regional Directors,
Country Managing Directors and
functional specialists, can be
found at heliostowers.com/who-
we-are/leadership/executive-
leadership-team/

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Governance framework

The Company has established a

governance framework that facilitates
effective decision-making and

oversight by the Board and its Committees.
The framework is commensurate with the
highest standards of corporate governance
and integral to the successful delivery of
the Company’s strategy.

The Board has a Schedule of Matters
Reserved for the Board, which was
reviewed and approved by the Board
in December 2023, and has delegated
responsibility for certain matters to
the Committees of the Board. Each
Committee has terms of reference setting
out roles and responsibilities, which
were reviewed and approved by each
Committee and the Board during 2023.

Schedule of Matters Reserved for the Board
and Committee terms of reference can be
found at heliostowers.com/investors/
corporate-governance/documents/

Roles and responsibilities of Board members
can be found on page 87

BOARD
The Board is responsible for the long-term sustainable success of the Company, ensuring leadership through effective
oversight and setting the strategic direction for the Group. It sets the Group’s purpose, values and culture, promotes
the highest standards of corporate governance and oversees the implementation of appropriate risk management
systems and internal controls to identify, manage and mitigate the Group’s principal risk and uncertainties.

BOARD COMMITTEES

Audit
Committee
Responsible for
monitoring the integrity
of financial and narrative
reporting, reviewing
the effectiveness of the
Group’s internal controls,
risk management
systems and the
effectiveness of internal
and external auditors.

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 a balance
of skills, knowledge
and experience of both
the Board and senior
executives and assists
the Board on matters
such as diversity and
inclusion, succession
planning, conflicts
of interest and
independence.

Remuneration
Committee
Responsible for
establishing the
Company’s remuneration
policy and making
recommendations
to the Board on the
remuneration of the
Chair, Executive and
Non-Executive Directors
and senior management.

Sustainability
Committee
Responsible for
overseeing the
implementation of the
sustainable business
strategy, monitoring
the Group’s engagement
with stakeholders and
providing oversight of
best practice and
regulatory developments
in corporate sustainability.

Technology
Committee
Responsible for
monitoring and
evaluating current
and future trends
in technology, the
impact of technology
developments on the
Company, and the
identification and
management of key
technology risks.

Disclosure Committee
Responsible for the identification and disclosure of inside
information.

Executive Committee
Responsible for the day-to-day operations and management of the
Group and the implementation of the Group’s strategy.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Board leadership and Company purpose

The Company’s purpose, values and culture
The Board’s role is to promote the long-term success of the Company in line with its Sustainable Business Strategy and in accordance with regulatory and corporate governance
requirements. It sets the Company’s culture, purpose and values, which are embedded across the Group and discussed by the Board on a regular basis. The Board also sets the tone from
the top and promotes the ‘One Team, One Business’ ethos, which is championed by the ExCo and the wider Group. The Board encourages and supports management in holding strategy
workshops across the Group to encourage colleagues to contribute to the Company’s strategic targets. In addition, the culture of continuous improvement and development enables
colleagues to advance their careers across the Group.

The Executive Directors, supported by the Board, oversee the Group’s operations, ensuring that risk management and internal controls are in place for the Group to meet its objectives.
The day-to-day operations of the Company are delegated to an experienced and dedicated ExCo, which promotes the Group’s strategy and its implementation. The ExCo, including the
Executive Directors, meet regularly to discuss the ongoing management of the Group, and any significant matters are escalated to the Board in a timely manner.

Board activities
The following provides a summary of the principal matters considered and standing items addressed by the Board during the year. The Company’s Section 172(1) Statement follows on
pages 82–83.

Key

Likely consequences of any decision in the long term
The interests of the Company’s employees
The need to foster the Company’s business relationships with

suppliers, customers and others

The impact of the Company’s operations on the community

and the environment

The desirability of the Company maintaining a reputation

for high standards of business conduct

The need to act fairly between members of the Company

Key to stakeholders

Customers

Communities,
economies and
the environment

Our people
and partners

Investors

Subject matters

Discussion topics

Outcomes

STRATEGY, BUSINESS
DEVELOPMENT AND
OPERATIONAL PERFORMANCE

Discussed matters in depth such as:

The Company has continued to adopt the Lean Six Sigma approach to drive efficiency.

Engaging colleagues through workshops, town halls, strategy days and development
opportunities.

Improvements in project delivery have supported the achievement of organic tenancy
additions during 2023, exceeding the number of additions in 2022.

Following discussions on the first two years of the Sustainable Business Strategy,
projects have been developed to drive business performance in 2024.

READ MORE ON PAGES 02–63

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Board leadership and Company purpose continued

Stakeholder engagement
Stakeholder consideration and engagement forms an essential part of the Board’s discussions and decision-making, with the Board challenging stakeholder engagement with the Executive
Directors, ExCo and OpCo senior management. For the most part, the Executive Directors and members of the ExCo carry out engagement activities with the Company’s stakeholders,
frequently reporting to the Board on outcomes and raising any potential concerns with Board members. The Board reviews engagement methods on an ongoing basis to ensure their
continued effectiveness.

The table below highlights the ways in which the Board engages with stakeholders and the reporting that is received by the Board at each meeting. Further information on how the Company
engages with its stakeholders can be found on page 06.

Stakeholders

WORKFORCE

How the board seeks to engage

Reporting to the board

– The Executive Directors regularly run town hall meetings,

– Presentation of the results of the Pulse Survey carried out in 2023.

engaging with the wider workforce, providing updates and
answering questions on the Company’s Sustainable Business
Strategy, financial performance and Group diversity initiatives.

– Board members carry out operating company visits each year to

meet senior management and the wider workforce.

– Sally Ashford, Non-Executive Director for Workforce

Engagement, and Doreen Akonor, the Group Director, People,
Organisation and Development, regularly hold ‘Voice of the
Employee’ sessions with colleagues across the Group.

– Reports on the discussions, outputs and actions from the ‘Voice of

the Employee’ sessions.

– Updates on employee matters from the Group Director, People,

Organisation and Development.

CUSTOMERS

– Engagement with customers is carried out through the ExCo

– Reports from management to the Board on activities carried out with

and teams in the OpCos.

the Group’s customers.

– Voice of the Customer activities and outcomes are reported to the

Board by management.

PARTNERS

– Engagement with partners is carried out through the ExCo and

– Reports from management to the Board on activities carried out with

teams in the operating companies.

the Group’s partners.

– Information relating to partner conferences, training and collaboration

is reported to the Board by management.

– Engagement with communities is carried out through the ExCo

– Information from management relating to work that is carried out by

and teams in the operating companies.

our operating companies on the ground to support local
communities.

– Details of the Strategic Community Investment programme are

reported to the Board on a regular basis.

COMMUNITY

Key to stakeholders

Customers

Communities,
economies and
the environment

Our people
and partners

Investors

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Board leadership and Company purpose continued

Stakeholders

How the board seeks to engage

Reporting to the board

CLIMATE/ENVIRONMENT

– Engagement is carried out by the Sustainability team in

conjunction with the OpCos.

– The Chair of the Sustainability Committee, Carole Wainaina, reports
to the Board on the committee’s activities and discussions in relation
to the implementation and progress of the Sustainable Business
Strategy and any relevant regulation and legislation on sustainability
matters.

INVESTORS

– All Directors, including the Chair, SID and Committee Chairs, are
available to answer shareholders’ questions at the AGM, and on
any significant matters during the year. They are also available
year-round for meetings with investors.

– Direct engagement with the Company’s institutional investors is
carried out on a day-to-day basis by the Investor Relations team,
with Directors engaging as and when appropriate.

– The Executive Directors and the Head of Investor Relations regularly

report to the Board on the outcomes of investor engagement
activities carried out throughout the year. These include formal
roadshows, conferences, meetings, calls, quarterly results
presentations and Q&As.

– The Investor Relations Report is a standing item at all Board meetings.

INVESTOR RELATIONS ACTIVITIES DURING THE YEAR

Meetings with institutional investors:

– hosted two non-deal roadshows;

– hosted one non-deal roadshow;

– hosted four non-deal roadshows;

– participated in one investor conference;

– participated in four investor conferences;

– participated in five investor conferences

– participated in two investor

and

including one ESG-focused;

conferences;

– held ad hoc meetings on request.

– took part in three fireside chats including

– took part in three fireside chats; and

one sustainability-targeted; and

– held ad hoc meetings on request.

In total, met with 92 institutions
across 83 investor meetings

In total, met with 99 institutions
across 60 investor meetings

In total, met with 132 institutions
across 73 investor meetings

In total, met with 27 institutions
across 23 investor meetings

Webcast presentations and
Q&As for full-year results

Webcast presentations and
Q&As for Q1 results

Webcast presentations and
Q&As for H1 results

Webcast presentations and
Q&As for Q3 results

Annual General Meeting

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023OPERATING COMPANY AND REGULATOR ENGAGEMENT

Sir Sam Jonah visited two of the Company’s OpCos, DRC and South Africa, with the
Group CEO, Tom Greenwood, during 2023. The Congo Brazzaville management team
also met with Sir Samuel and Tom during the DRC visit.

During his visits, Sir Sam spent time meeting the OpCo MDs and Finance Directors. He
also took part in an ELT meeting, town hall meetings and roundtable discussions with
colleagues, discussing operational priorities, the Company’s Sustainable Business
Strategy, values and culture.

Site visits were also carried out on each trip and external meetings held with customers,
Government departments, the British Ambassador (in DRC), and with Clearwater Capital,
a shareholder in the Company’s subsidiary company in South Africa.

Board leadership and Company purpose continued

Annual General Meeting
The 2023 AGM was held at 10.00 a.m. on
Thursday 27 April 2023 at Linklaters, One
Silk Street, London, EC2Y 8HQ as an open
meeting, and shareholders were encouraged
to attend and vote in person. All resolutions
were passed on a poll by the requisite
majority. The results of the 2023 AGM can
be found at heliostowers.com/investors/
shareholder-centre/general-meetings/.

The 2024 AGM will be held at 10.00 a.m.
on Thursday 25 April 2024 at Linklaters,
One Silk Street, London, EC2Y 8HQ as
an open meeting, and shareholders are
encouraged to attend and vote in person.
The Notice of AGM will be sent to all
shareholders as a separate document
and will be available at heliostowers.com/
investors/shareholder-centre/general-
meetings/. The Notice will set out the
resolutions to be proposed at the AGM,
together with an explanation of each one.

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. Whilst the Board has ultimate
responsibility for the Group’s tax strategy,
the day-to-day management rests with the
Group CFO and the Group Head of Tax and
Treasury, who reports directly to the Group
CFO. Further information on the Group’s tax
strategy is available on the Company’s
website at heliostowers.com/investors/
corporate-governance/policies/.

Risk management and internal control
The Board has overall responsibility
for the Group’s risk management and
internal controls, and has delegated
responsibility for these duties to the
Audit Committee. These duties include
setting the risk strategy, risk appetite and
monitoring risk exposure consistent with
the Company’s strategic priorities. The
Audit Committee regularly reviews the
Group’s risk management framework and
established Group-wide system of risk
management and internal controls, enabling
management to evaluate and manage the

Group’s emerging and principal risks and
uncertainties. Regular reporting by the Audit
Committee to the Board on all these matters
ensures the Board is able to consider the
effectiveness of the risk management and
internal control system, including material
financial, operational and compliance
(including climate) risks and controls
and the appropriate mitigating steps.

The Board confirms that throughout 2023,
and up to the date of approval of this Annual
Report and Financial Statements, there have
been rigorous processes in place to identify,
evaluate and manage the emerging and
principal risks faced by the Group.

WORKFORCE ENGAGEMENT

Sally Ashford, Non-Executive Director
for Workforce Engagement, spent time
with the local team in Oman in October
2023, as part of her continuing annual
direct engagement with the workforce.
Sally met with the local Managing
Director (MD), the People, Organisation
and Development team, held a working
lunch with female colleagues, carried
out a focus group with all colleagues
and met with the Heads of Department.
Discussions centred around being part
of the Company’s strong culture and an
industry that is connecting communities
and investing in the infrastructure in
Oman, and the challenges faced by
colleagues in a new operating company.
Sally reported to the Board on the
positive discussions, outcomes and also
the issues highlighted by the Oman
team, such as system automation and
people development.

RISK MANAGEMENT REPORT:
PAGES 51–56
AUDIT COMMITTEE REPORT:
PAGES 96–101

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Division of responsibilities

The Board is made up of a suitable

combination of Executive and
Non-Executive Directors, as noted
on pages 75–76, with the roles of Chair
and Chief Executive exercised by
separate individuals and the role of Senior
Independent Director held by Alison Baker,
an independent Non-Executive Director.
The distinct roles and responsibilities of
all Board members are clearly defined,
set out in writing, reviewed and approved
each year by the Board.

Division of Responsibilities Statement:
www.heliostowers.com/investors/
corporate-governance/documents/

Board Biographies can be found on pages
75–76
Biographies of the ExCo: www.heliostowers.
com/who-we-are/leadership/
executive-leadership-team/

COMPANY SECRETARY
The Company Secretary provides advice
and support in relation to legal and
corporate governance matters to the
Board, its Committees, and to the Chair
and Directors individually. He ensures the
Board has access to Board and Committee
papers (via a secure online portal) and the
Company’s policies and procedures, and
receives information in a timely manner to
enable Directors to function efficiently and
effectively. He also facilitates inductions for
new Directors and coordinates the Board
evaluation process in conjunction with the
Chair and the Nomination Committee.
The Company Secretary also ensures
Directors have access to independent
professional advice to carry out their
duties at the expense of the Company,
if they believe it is necessary.

CHAIR
The Chair leads the Board and is
responsible for its overall effectiveness.
He ensures the Board is forward thinking
and has an emphasis on strategy,
performance, value, culture, stakeholders
and accountability. He promotes a culture
of openness and debate, and fosters
relationships between the Non-Executive
Directors and the ExCo. The Chair ensures
the Board determines the nature and
extent of significant risks that the Company
is willing to accept. He also ensures
effective communication and engagement
by the Group with its stakeholders.

DEPUTY CHAIR
The Deputy Chair maintains a close
dialogue with the Chair and the Executive
Directors, supporting the implementation
of the Company’s Sustainable Business
Strategy. The Deputy Chair also supports
and deputises for the Chair as required,
and promotes a culture of openness and
debate, ensuring high standards of business
conduct, representing the Company to, and
liaising with, stakeholders as appropriate
and ensuring all Directors are aware of
their duties.

SENIOR INDEPENDENT DIRECTOR
The Senior Independent Director (SID)
acts as a sounding board for the Chair
and serves as an intermediary for the other
Directors. The SID leads the process for
evaluating the performance of the Chair,
meets with the Non-Executive Directors
without the Chair present and acts as an
additional contact for shareholders.

ROLES AND RESPONSIBILITIES

EXECUTIVE DIRECTORS
Group Chief Executive Officer (Group CEO):
The Group CEO manages the Group on a
day-to-day basis and develops and proposes
Group strategy, annual budgets, business
plans and commercial objectives to the
Board. He leads and monitors the ExCo in
the day-to-day management of the Group.
He also identifies and executes acquisitions
and disposals, examines all business
investments and major capital expenditure
proposed by the Group, and makes
recommendations to the Board.

Group Chief Financial Officer (Group CFO):
The Group CFO develops and executes the
Group strategy along with the ExCo, and
develops and leads the Finance function.
He also develops and maintains systems of
financial internal control and manages the
organic and inorganic growth of the Group.
He engages with the global investor and
analyst communities and manages the
Company’s capital resources to enable
expansion and M&A. The IT, Investor
Relations and Sustainability functions
all report into the Group CFO.

NON-EXECUTIVE DIRECTORS
The Non-Executive Directors provide
independent views, judgement, constructive
challenge and specialist advice at Board
and Committee meetings, and to the ExCo.
They oversee the delivery, and scrutinise
the achievement of the Group’s strategy
and satisfy themselves of the integrity of
financial information, and the robustness
of internal controls and risk management
systems. The Non-Executive Director for
Workforce Engagement engages with
employees across the Group, holding
‘Voice of the Employee’ sessions and
providing feedback to the Board.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
Division of responsibilities continued

Board and Committee attendance
Directors’ attendance at scheduled Board and Committee meetings during 2023 is set out below.
Non-attendance at Board or Committee meetings reflects a Director’s pre-existing commitment
or illness. Some Directors also attended Committee meetings as invitees during the year. In
addition, and not reflected in the table below, a number of meetings of a sub-Committee of the
Board were held during the year to discuss and approve time-critical matters such as the
Refinancing Project and the 2023 Group budget.

Directors’ time commitments and external appointments
As part of the process to appoint a new Director to the Board, the Nomination Committee
takes into account any significant commitments or other demands on a Director’s time and
an indication of the time involved, which are disclosed to the whole Board. On appointment
to the Board, the average time commitment of each Director is clearly set out in their letter
of appointment, with all Directors expected to devote sufficient additional time as may be
required to fulfil their roles.

Directors have external interests as noted on pages 75–76. The number and nature of
these are closely monitored as part of the conflicts of interest procedure explained above,
ensuring that any additional external appointments do not adversely impact a Director’s time
commitment to their role with the Company, or breach the over-boarding limit endorsed by
the proxy advisory firms. The Board believes that other commitments held by the Directors
enhance the capability, skills and knowledge of the Board and is satisfied with the number of
external directorships held by each of the Directors.

Directors’ Independence
In accordance with the requirements of the Code, Director independence is assessed on an
annual basis and following careful consideration by the Nomination Committee (as noted on
page 89) and the Board during 2023, the Chair, who was independent on appointment, is
deemed by the Company to continue to be independent, and five Non-Executive Directors
(Magnus Mandersson, Alison Baker, Richard Byrne, Sally Ashford and Carole Wainaina) are
also considered by the Company to be independent. In addition, there are two non-
independent Non-Executive Directors, Temitope Lawani and Helis Zulijani-Boye.

Helis Zulijani-Boye was appointed in March 2022 under the Shareholders’ Agreement as a
representative Director nominated by Quantum Strategic Partners Ltd. Helis Zulijani-Boye
remains the nominated representative Director of Quantum Strategic Partners Ltd,
notwithstanding that she has now left Quantum Strategic Partners Ltd. Temitope Lawani
is no longer a representative Director, as Lath Holdings Ltd’s shareholding fell below 10%
in 2021, and remains on the Board as a non-independent Non-Executive Director. Details
of the Shareholders’ Agreement can be found opposite.

Following careful consideration, the Nomination Committee and the Board continue to
regard Richard Byrne as independent, notwithstanding his membership as a Director of
the Board since 2010, and consider his continued membership of the Board is in the best
interests of the Company. The Board is satisfied that Richard continues to demonstrate
independence in carrying out his role as a Non-Executive Director and Chair of the
Remuneration Committee. The Board considers that he continues to be independent
in his character and perspective, and that there are no relationships or circumstances
which are likely to affect, or could appear to affect, his judgement.

Director

Sir Samuel Jonah

Tom Greenwood

Manjit Dhillon

Magnus Mandersson

Alison Baker

Richard Byrne

Helis Zulijani-Boye

Temitope Lawani

Sally Ashford

Carole Wamuyu
Wainaina

Board

(6)

Audit
Committee
(6)

Nomination
Committee
(3)

Remuneration
Committee
(6)

Sustainability
Committee
(2)

Technology
Committee
(2)

Shareholders’ Agreement
Shortly before the Company’s Admission in 2019, certain founders and early investors
(the Principal Shareholders) entered into a Shareholders’ Agreement with the Company,
which included specific governance rights. Quantum Strategic Partners Ltd has the right to
appoint a Director to the Board for such time as it and its associates are entitled to exercise
or control 10% or more of the voting rights in the Company. Quantum Strategic Partners Ltd
has taken up this right. Lath Holdings Ltd enjoyed the same right until 30 June 2021, when its
shareholding fell below 10%. Notwithstanding that, the Board invited the Lath Director,
Temitope Lawani, to remain on the Board in view of the skills and experience that he brings,
and he agreed to do so. In view of this, Temitope is no longer considered a shareholder-
appointed Non-Executive Director.

Managing conflicts of interest
A clear and formal process is in place for the Board to authorise and approve any potential
conflicts of interest, in accordance with the Company’s Articles of Association. As part of this
process, the Directors first make the Chair and Company Secretary aware of any new external
interests or appointments and any actual or perceived conflicts of interest. This is reported to
the whole Board, who then considers each interest, appointment, or conflict on its own merit in
conjunction with any existing external interest, appointment or conflict of interest, ensuring the
Director’s independent judgement is not compromised. The Company Secretary ensures the
decision and approval are clearly recorded in the minutes of the meeting, and retains a record
of all external interests and potential conflicts of interest for both the Board and the ExCo.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
Nomination Committee Report
Composition, succession and evaluation

SIR SAMUEL JONAH KBE, OSG
CHAIR, NOMINATION COMMITTEE

Committee membership and attendance

Member

Attendance (of 3)

Sir Samuel Jonah, KBE, OSG (Chair)

Magnus Mandersson

Temitope Lawani

Sally Ashford

Carole Wamuyu Wainaina

Women on the Board %

2022: 40

Directors from ethnically diverse
backgrounds %

2022: 40

Dear Shareholder, I am pleased to

present the report of the Nomination
Committee (the Committee) for the
year ended 31 December 2023, which sets
out the activities of the Committee during
the year and its key responsibilities.

Role of the Committee
The role of the Committee is to:

– regularly review the structure, size and

composition of the Board and its
committees, ensuring the right balance of
skills, experience and knowledge for the
future needs of the Group, and identify
and nominate candidates for Board
approval to fill Board vacancies;

– ensure plans are in place for the orderly

succession to the Board and senior
management positions, and oversee the
development of a diverse pipeline for
succession;

– oversee the annual evaluation of the

performance of the Board, its committees
and individual Directors; and

– consider and review the Company’s policy

on diversity and progress against that policy,
and work with the People, Organisation and
Development team to set and meet diversity
objectives and strategies.

The Committee’s terms of reference, which
were reviewed and approved by the Board
in December 2023, can be found at
heliostowers.com/investors/corporate-
governance/documents/.

Key activities during 2023
The Committee met three times in 2023, to
consider and, where appropriate, approve
the following key matters:

– Non-Executive Director independence

assessment;

– re-election of Directors;

– Board gender diversity;

– Board succession planning;

– 2023 Internal Board evaluation; and

– approval of the Nomination Committee
Report for the 2022 Annual Report and
Financial Statements.

Independence
The Committee reviewed the composition
of the Board and carried out an assessment
of the independence of the Chair and each of
the Non-Executive Directors in accordance
with the Code during 2023. It concluded that
Sir Samuel Jonah, Magnus Mandersson,
Alison Baker, Richard Byrne, Sally Ashford and
Carole Wainaina each remained independent
and that Temitope Lawani and Helis Zulijani-
Boye were non-independent due to their
appointments under the Shareholders’
Agreement, noted on page 88. The
independence of Richard Byrne and the
non-independence of Temitope
Lawani and Helis Zulijani-Boye are
explained in detail on page 88.

Annual Re-election
The Committee considered and put forward
each Director for re-election at the 2023
AGM, in accordance with the Company’s
Articles of Association and the Committee’s
Terms of Reference. The Committee
provides Non-Executive Directors with
letters of appointment on joining the Board
and these are available for shareholders
to view at the Company’s registered
office, and before and after the AGM.

Training and induction
Following their appointment to the Board,
the Committee ensures that all Non-
Executive Directors receive a formal,
tailored and comprehensive induction,
including one-to-one meetings with
the Chair, Group CEO and Group CFO,
Non-Executive Directors and Company
Secretary. Meetings are also arranged
with the ExCo to gain an insight and
understanding of the broader business.
OpCo visits are encouraged and carried
out wherever possible, often in conjunction
with other Board or ExCo members.

Each year, training on recent and relevant
topics is provided to all Board members
by the Company’s external advisers, and
additional training needs are recognised
and addressed as appropriate during the
year. Board members are aware that it is
essential that their skills and knowledge
are kept up to date, and that they retain

an awareness of recent and upcoming
developments on matters that are relevant to
the Company and individual Directors. During
the year, Board members received training
on corporate governance and reporting
reforms, anti-bribery and corruption and
geo-political awareness, as noted on page 81.

Diversity, equity and inclusion
The Board and the Committee remain
committed to promoting diversity throughout
the Group as a core element of the
Company’s Sustainable Business Strategy.
A review of the Company’s Group-wide
Diversity, Equity and Inclusion Policy (DEI
Policy) was carried out by the Group Director,
People, Organisation and Development. This
was then reviewed and approved by both the
Committee and the Board during the year.
The DEI Policy applies to the Board, each of
its committees and the Group as a whole and
includes all aspects of diversity and colleague
equity and inclusion. The Committee is
committed to working alongside the ExCo
to ensure the Company has a Group-wide
DEI Policy which enables it to attract, recruit,
and retain diverse talent at both the Board
and ExCo level, as well as across the Group.
In addition, the Committee recognises that
the continued success of the Company and
its Sustainable Business Strategy depends
on the recruitment of the best people based
purely on merit, producing a diversely
talented workforce. The Committee will
continue to keep the DEI Policy, its objectives
and implementation, under review.

The Committee recognises that the
commitment and cooperation of all
colleagues, including the Board, is required
to encourage a diverse, equitable and
inclusive environment. The Committee
works with the ExCo to promote the DEI
Policy across the Group, helping to drive
stronger business performance, better
decision-making, greater value creation for
the Company’s stakeholders and a culture
where all colleagues feel valued, respected,
supported and encouraged to succeed.
Although the Company operates in a
challenging sector in relation to gender
diversity, the Board and Committee continue

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Nomination Committee Report continued

to support building a gender-diverse
workforce, where the safety and security
of all colleagues is paramount. The Board
and the Committee actively encourage
attracting and retaining the best female
talent and creating an environment where
women can thrive and build long-term
careers with the Company.

During 2023, the Committee held discussions
on the Board’s diversity. The Board is proud
to have a female Director in one of the
senior Board positions (Chair, CEO, SID or
CFO) following the role changes outlined
on page 73 and female representation on
the Board is at 40% as at 31 December
2023. Ethnicity of the Board was also
at 40% at 31 December 2023, with four
Directors from non-white ethnic groups.
This composition complies with the FCA’s
Listing Rules requirements, FTSE Women
Leaders Review recommendations and
the Parker Review ethnicity target.

The Board is mindful of the Parker Review
request for companies to set an ethnicity
target for senior management and for that
target to be achieved by December 2027.
The Company takes great pride in the level
of ethnic diversity it has achieved across
senior management and will review its senior
management ethnicity target during 2024,
before formally confirming a target for
December 2027 in the next Parker Review
survey in 2024.

The Committee and the Board will continue
to consider these targets and requirements
as part of the Company’s succession
planning process.

On 26 January 2024, the Company
announced that Magnus Mandersson will
not seek re-election as a Director of the
Company and will formally step down at
the close of the AGM on 25 April 2024.
The Committee has begun the process to
appoint a new Non-Executive Director.

There have been no further changes to the
Board between 31 December 2023 and the
date of this report that would affect the
Company’s ability to meet one or more of
the above targets.

The Committee will continue to keep
gender and ethnicity under constant review
alongside the assessment of the composition
of the Board. Information relating to the
Company’s diverse workforce can be found
on pages 30-33. The numerical data required
by the FCA’s Listing Rules and Board
diversity data can be found on pages 92–93.

Succession planning and
Board appointments
The Committee and the Board are
committed to ensuring succession planning
is in place for both the Board and senior
management, and that colleagues have a
personal development plan in place, which
aligns with the Company’s Sustainable
Business Strategy. The Group Director,
People, Organisation and Development
regularly updates both 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 the Board and the ExCo. As
noted on page 81, the Board is kept up to
date as part of the CEO Report on people
development activities. People development
is an area of focus for both the Board and
the Committee which actively encourages
and supports the development of talent
both at Group and operating company level
through leadership and executive training
and development and skill-specific training.

One of the Committee’s responsibilities
is to review the structure, size and
composition of the Board, including the
skills, experience and diversity, tenure and
independence of Directors. During 2023,
the Committee carried out this review and
in-depth discussions on the Board’s skills
and experience on a three to five-year basis,
to ensure it has the right mix to support
the Executive Directors and the ExCo in
the implementation of the Company’s
Sustainable Business Strategy and the
Company’s future strategic direction.

A formal and rigorous process is carried
out by the Committee for all Board
appointments, with the Committee
recommending any new Director to the
Board for approval when it is appropriate
to do so, taking into consideration
succession plans, skills, experience,
knowledge and diversity in all forms. No new
appointments were made during 2023.

In February 2024, the Committee carried
out an in depth review of the skills,
knowledge and experience currently held by
Board members, and in light of Magnus
Mandersson’s decision to step down from
the Board, has begun the process to find a
new Non-Executive Director. Further detail
on the process will be provided in the
Nomination Committee Report to the 2024
Annual Report and Financial Statements.

Information on the Board’s diversity, skills,
experience and tenure can be found on
pages 92-93.

Board evaluation
In accordance with the requirements of the
Code, the Company completed its three-year
cycle of board evaluations, with its first external
evaluation completed in 2022. Consequently,
the first internal evaluation of a new three-year
cycle was completed in 2023, with a second
internal evaluation and external evaluation
expected in 2024 and 2025 respectively. The
Committee is responsible for the completion of
formal evaluations of the Board, its Committees
and its Non-Executive Directors each year, and
as such, approved the process for the 2023
internal evaluation.

The Committee believes the evaluation
process, whether it is carried out internally
or by an independent external consultancy,
provides an opportunity for the Board
and its Committees to gain meaningful
insight into their performance, composition
and effectiveness, with the annual
performance evaluation of each of the
Non-Executive Directors demonstrating
their contribution to decision-making
at Board and Committee meetings.

Actions taken in 2023 following the 2022 external evaluation
The following actions were taken during 2023 in relation to the outcomes of the 2022
external evaluation:

Issues identified

Actions taken

Resetting Board agendas, moving from an
operational to a more strategic focus which is
forward looking and allows the Board to focus
on the key drivers of the Company’s success.

Restructuring Board papers to ensure they
address the core questions the Board need
to consider.

Continue to develop the sustainability agenda
to balance the short, medium and long-term
objectives of the sustainability strategy.

A review of the Board calendar and meeting
agendas was undertaken, with agendas
reordered and focus areas and priorities for
2023 discussed, agreed and reflected in
Board agendas as appropriate.

Board papers were reviewed and a new
approach was agreed with the Executive
Directors, with the Company Secretary
working closely with ExCo members to ensure
appropriate information was included in the
CEO and CFO Reports to the Board, helping
to bring greater focus to Board discussions.

The introduction of a Sustainability Committee,
to ensure greater visibility and monitoring of the
milestones to achieve the Company’s carbon
reduction commitments, and consideration of
the Company’s impact on the environment and
communities where it operates.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023INTERNAL EVALUATION PROCESS 2023

September
– The Company Secretary prepared the evaluation process and Board

and Committee questionnaires.

October
– The Committee approved the process and questionnaires, which

were distributed to each of the Directors by the Company Secretary.

– The Directors completed their questionnaires, providing them to the

Company Secretary.

End of October–mid-November
– The Company Secretary held meetings with the Chair and each

of the Non-Executive Directors.

– The Company Secretary met with the SID to provide feedback

on the performance of the Chair.

– The SID met with the Chair to discuss his performance.

December
– The Chair presented the results of the internal evaluation to the Board, which were
discussed at length. Improvement actions were agreed for implementation in 2024.

I look forward to discussing the Committee’s
role and activities with shareholders at the
2024 AGM.

Sir Samuel Jonah KBE, OSG
Chair, Nomination Committee
13 March 2024

Outcomes
Whilst the Directors acknowledged that the
Board and its Committees remain effective
and work well, the following improvement
areas were identified, as areas that would
further enhance effectiveness:

Board
– An increased focus on strategic matters.

– Provide further detail on people,

organisation and development related
topics, such as succession planning and
employee diversity.

– Introduce measures to ensure the active

engagement of those attending meetings
virtually.

– Continue to evolve Board papers to ensure

a more focused, strategic and concise
approach.

Committees
– More concise approach to Audit

Committee papers.

– Arrange bespoke training for Committee
members on non-financial reporting and
sustainability frameworks and rules.

– Undertake a deep dive on Board

composition and succession planning.

The outcomes and actions noted above will
be implemented and will form part of the
discussions on Board composition to be held
by the Committee during 2024. In addition,
a number of quick wins were identified,
which were immediately implemented,
covering further enhancements to Board
and Committee papers, organising a
joint working session of the Audit and
Sustainability Committees and additional
geo-political analysis in Board meetings.

Nomination Committee Report continued

2023 internal evaluation
The Committee considered the 2022
external evaluation process and subject
matters, and determined that the 2023
internal evaluation would focus on the
effectiveness of both the Board and its
Committees and performance evaluations
of both the Chair and the Non-Executive
Directors. The Committee approved
the internal evaluation process and
questionnaires, which were provided
by the Company Secretary. No external
independent consultancy was engaged
to carry out the 2023 internal evaluation.

Each Director completed questionnaires
relevant to the Board and the Committees
on which they served during the year. The
Company Secretary held meetings with
the Chair and Non-Executive Directors
individually to obtain additional feedback.
A meeting was then held between the SID
and the Company Secretary to provide
anonymous feedback on the performance
of the Chair, with the SID meeting with
the Chair to discuss his performance.

Following completion of the questionnaires
and individual meetings, the Company
Secretary collated the results and shared
these with the Chair. A detailed report
covering performance outcomes, strengths
and potential actions, was presented by
the Chair and discussed with the Board
at its December meeting. The outcomes
will be implemented during 2024.

Findings
The overall view of the Board was
positive with all Directors agreeing that
the Board continues to work effectively,
with no areas of concern raised, and that
it adequately covers topics including the
Company’s culture, behaviours, communities
and the environment. Directors also
acknowledged that discussions were
now more focused on strategic rather
than operational matters, with good
participation from all Board members.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Board diversity at a glance as at 31 December 2023

Gender of the Board

Average age of Directors

Directors’ nationalities

Directors’ ethnicity

40%

54yrs

30 to 40

40 to 50

50 to 60

60 to 70

70 to 80

British

American

Swedish

Ghanaian

Kenyan

Nigerian

American/
Croatian

Ethnically diverse
background

Other

60%

Female

Male

Gender of senior management
and direct reports¹

Directors’ tenure

24%

76%

Female

Male

Sir Samuel Jonah

Tom Greenwood

Manjit Dhillon

Magnus Mandersson

Alison Baker

Richard Byrne

Helis Zulijani-Boye

Temitope Lawani

Sally Ashford

1 The definition of senior management and direct
reports in this instance relates to the Code.

Carole Wamuyu Wainaina

2019

2020

2021

2022

2023

4 years 4 months

3 years

4 years 4 months

1 year 10 months

4 years 4 months

3 years 7 months

3 years 5 months

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Board diversity at a glance as at 31 December 2023 continued

Board skills and experience
(number of Directors)

Corporate governance

Emerging markets (including Africa)

Executive remuneration

Financial

Environmental

Human resources

International

Listed company

M&A

Organisational/business transformations

Strategy and leadership

Telecommunications sector

Cyber security

The Company is disclosing the numerical data below in accordance with LR 9.8.6R(10) and
14.3.33R(2) as at 31 December 2023. The Company has collated this data through established
internal people, organisation and development processes.

Ethnicity:

Number of
Board
members1

Percentage
of the Board

Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)

Number of
Executive
Management1 2

Percentage of
Executive
Management

60%

40%

73%

27%

White British or other white

Asian/Asian British

Black/African/Caribbean/
Black British

Mixed or Multiple or other
ethnic group

Number of
Board
members1

Percentage
of the Board

Number
of senior
positions on
the Board
(CEO, CFO,
SID and
Chair)

Number of
Executive
Management1 2

Percentage of
Executive
Management

–

60%

10%

30%

–

55%

18%

1 The Group CEO and Group CFO are included in both the Board and Executive Management figures.
2 Executive Management refers to the ExCo members as at 31 December 2023. ExCo members as at 1 January 2024 are

noted on page 77.

Gender:

Men

Women

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Sustainability Committee Report

CAROLE WAMUYU WAINAINA
CHAIR, SUSTAINABILITY COMMITTEE

Committee membership and attendance

Member1

Attendance (of 2)

Carole Wainaina

Sally Ashford

Tom Greenwood

Manjit Dhillon

1 The Group Head of Sustainability is also a member

of the Committee.

Dear Shareholder, I am pleased to

present the report of the Sustainability
Committee (the Committee) for

the year ended 31 December 2023, which
sets out the role of the Committee and its
activities during its first year of operation.

Role of the Committee
The role of the Committee includes:

– driving the sustainability agenda across
the Group to ensure alignment with the
Company’s Sustainable Business Strategy;

– monitoring the implementation of the

Group’s policies and standards in relation
to sustainability matters, and the Group’s
engagement with its stakeholders on
sustainable business matters;

– providing oversight of best practice

and ongoing awareness of trends and
regulatory developments in corporate
sustainability, as they apply to the Group;

– providing information, advice and/or

recommendations on sustainable business
matters as relevant, to support the Board,
Audit, Nomination, Remuneration and
Technology Committees; and

– reviewing the appropriateness and

adequacy of non-financial disclosures
in the Company’s Annual Report and
Financial Statements in relation to the
Company’s Sustainable Business Strategy.

The Committee’s terms of reference, which
were approved by the Committee at its
inaugural meeting, and subsequently reviewed
and approved by the Board in July 2023, can
be found at heliostowers.com/investors/
corporate-governance/documents/.

In 2023, the Board delegated the ongoing
monitoring of the implementation of
sustainability matters to the newly formed
Sustainability Committee, to work closely
with management to drive the continued
success of the Company’s Sustainable
Business Strategy across the Group and to
ensure the Company’s compliance with
evolving regulations. The Board however
retains overall responsibility for the
Sustainable Business Strategy and

The Committee was kept up to date
by the Group CFO and Group Head of
Sustainability, and considered in detail
any changes in sustainability-related
regulations that may affect the Company
and its operations. The Company’s
compliance with TCFD and CFD regulations
was a particular focus point for the
Committee’s discussions in 2023.

During the year, the Committee discussed
the progress of the Company’s Sustainable
Business Strategy and the sustainability KPIs
from both a Group and OpCo perspective.
Further information on KPIs can be found on
page 21.

In addition, the Committee also focused its
discussions on the climate risk register and
the physical risk analysis undertaken by
the Company, which conducts quantitative
modelling for material climate risks in each
of the Company’s markets. The Committee
received a demonstration from management
of the effects of the climate modelling
across different markets. Further detail
on climate-related risks and qualitative
modelling is described on pages 51-62.

I look forward to meeting shareholders and
discussing the Committee’s activities at the
2024 AGM.

Carole Wamuyu Wainaina
Chair, Sustainability Committee
13 March 2024

sustainability in general. As Committee
Chair, I report the Committee’s activities,
discussions and outcomes to the Board
following each meeting.

Key activities during 2023
The Committee met twice during 2023 to
consider and, where appropriate, approve
the following key matters:

– progress on, and reporting of, the

Sustainable Business Strategy KPIs, data
assurance, climate action targets, fuel
management and carbon emissions
targets;

– monitoring compliance with TCFD

disclosures and the Company’s carbon
reduction programme;

– sustainability related regulatory updates,

reporting standards (both financial
and non-financial) and potential and
future regulations, including TCFD and
climate-related financial disclosures (CFD);

– sustainability benchmarking; and

– 2024 priorities and key sustainability
issues, such as TCFD, climate risk and
community investment.

At its first meeting, the Committee considered
its scope in detail and how it will work
collaboratively with other Board committees
– in particular, the Audit Committee – to
review and report on the Company’s TCFD
and non-financial disclosures. In relation to its
wider scope, the Committee discussed the
correlation between material sustainability
issues and the Company’s principal risks, and
the impact and assessment of both from an
economic, societal and environmental point of
view. The Committee and the Audit Committee
have collectively discussed the non-financial
sustainability-related disclosures in this Annual
Report and Financial Statements on page 21.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Technology Committee Report

Dear Shareholder, I am pleased to

present the report of the Technology
Committee (the Committee) for

the year ended 31 December 2023, which
sets out the role of the Committee and its
activities during 2023.

Role of the Committee
The role of the Committee includes:

– monitoring and evaluating power

technology evolution;

– assessing how industry trends,

developments and innovations in
technology may impact the Company;

– ensuring that the new product portfolio
is aligned to the Company’s strategy and
customer requirements;

– providing recommendations to the Board

with respect to technology related
strategies, projects and investments that
require Board approval; and

– providing assurance on the identification
and management of key technology risks,
and that business value is being delivered
through the implementation of major
technology change initiatives or new
products.

The Committee’s terms of reference, which
were reviewed and approved by the Board
in December 2023, can be found at
heliostowers.com/investors/corporate-
governance/documents/.

MAGNUS MANDERSSON
CHAIR, TECHNOLOGY COMMITTEE

Committee membership and attendance

Member1

Attendance (of 2)

Magnus Mandersson

Richard Byrne

Helis Zulijani-Boye

Tom Greenwood

Manjit Dhillon

1 Members of the ExCo, Sainesh Vallabh and Lara
Coady and the Director of Digital Network
Solutions are also members of the Committee.

The Director of Operations and Engineering
led the Committee’s discussions around
power technology, in particular potential
solar site rollout and solar offerings.
The challenges of solar installation and
usage, and carbon reduction across the
Company’s markets, were covered in detail
with solutions for different markets and
return on investment a particular focus.

Wind technology and the impact of wind
conditions across the Company’s markets
were covered by the Committee, including
wind installations in Tanzania and wind
turbine manufacturers. Discussions also
covered the level of energy production
provided by wind technology and the impact
weather conditions have on the amount
of energy provided by the grid in markets
such as Tanzania, Madagascar and Malawi.

The Committee discussed the use and
potential impact of biofuels on the
Company’s carbon emissions, the biofuel
supplier network across Africa and the
Middle East and the performance levels and
costs of biofuels.

I look forward to meeting shareholders and
discussing the Committee’s activities at the
2024 AGM.

Magnus Mandersson
Chair, Technology Committee
13 March 2024

Key activities during 2023
The Committee met twice during 2023 to
consider and, where appropriate, approve the
following key matters:

– new product development activity, such
as outdoor distributed antenna system
(oDAS) and in-building solutions (IBS),
antennas, edge data centres and low Earth
orbit (LEO) satellites;

– GIS and the development of this

technology;

– potential solar and wind technology
solutions and the impact of weather
conditions in the Company’s markets;

– potential fuel alternatives to replace diesel

and the potential impact on the
Company’s carbon emissions;

– the implementation of artificial intelligence

(AI) and the impact of the AI market
generally; and

– technology engagement activities.

The Committee focused its discussions at
each meeting on two principal subjects
encompassing the Committee’s key
responsibilities, namely digital network
solutions and power technology, also with
climate targets and carbon reduction at the
forefront of the Committee’s considerations.
The Group IT Director provided an overview
of the AI market and activities by the
Company to adapt for the implementation
of AI, including the challenges faced by
businesses and the regulatory environment.

During the year, the Director of Digital
Network Solutions led the Committee’s
discussions around the development of
various digital solutions, the differing
demands of MNOs and the progressive
movement towards 4G and 5G rollout in the
Company’s markets. Site selection across
dense urban, urban and rural settings and
the differing tower solutions were explained
in detail, with consideration given by the
Committee to IBS, antennas, oDAS, edge
data centres and LEO satellites.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Audit Committee Report

ALISON BAKER
CHAIR, AUDIT COMMITTEE

Committee membership and attendance

Member

Alison Baker

Magnus Mandersson

Richard Byrne

Carole Wamuyu Wainaina

Attendance (of 6)

Where we spent our time in 2023

11%

21%

48%

Accounting and
ﬁnancial reporting
matters

Risk management
and internal control

External audit

Internal audit

General matters

Dear Shareholder, I am pleased to

present our Audit Committee (the
Committee) report for the year ended

31 December 2023.

Role of the Committee
The role of the Committee is to:

– provide effective governance and monitor

the integrity of the Group’s financial
statements and any formal announcement
relating to the financial performance;

– review significant financial reporting

judgements, issues and estimates and
confirm whether, taken as a whole, the
Annual Report and Financial Statements
is fair, balanced and understandable;

– review the performance of both the

Internal Audit function and the external
auditor; and

– oversee the Group’s internal control
systems, business risks and related
compliance activities.

The Committee’s terms of reference, which
were updated in July 2023 to take into
account the FRC’s Guidance on Audit
Committees and the External Audit:
Minimum Standard document, can be found
at heliostowers.com/investors/corporate-
governance/documents/.

As the Group has continued to mature, the
Committee has maintained its focus on the
continuous improvement of the Company’s
internal control environment, monitoring
compliance and continuing to navigate the
challenging macroeconomic environment.

The Committee reports to the Board with its
assessment of the effectiveness of governance
in financial reporting, internal control and
assurance processes, and on the procedures
in place to identify and manage risk.

This report provides an overview of how
the Committee operated, an insight into
the Committee’s activities and its role
in ensuring the integrity of the Group’s
published financial information, and ensuring
the effectiveness of its risk management
controls and related processes.

I would like to thank my fellow Committee
members Magnus Mandersson, Richard
Byrne and Carole Wainaina, whose insightful
contributions have enabled the Committee
to perform its duties effectively. Their
performance is reviewed on an annual basis
as described on pages 90-91.

In addition to the scheduled Committee
meetings, I have met regularly with the
Group CFO, Head of Internal Audit and
the external audit partner to discuss their
reports and any relevant issues. I have
also visited the team in Madagascar
to further understand the progress
made in integrating this new market.

I also met with the local audit partner to
understand their quality procedures and
assessment of local risks and compliance
processes.

Committee membership
In compliance with the Code, the Committee
is composed exclusively of Non-Executive
Directors, and each member is considered to
be independent by the Company. Members’
independence is explained on page 88. The
Chair of the Company, Sir Sam Jonah is not
a member of the Committee. There have
been no changes to the membership of the
Committee during the year.

The Committee has operated using
a hybrid meeting format, combining
meeting in person and video conferencing.
Details of the members and attendance
at each of the scheduled meetings is
shown in the table opposite and the
biographies and qualifications of the
members are shown on pages 75-76.

The Board is satisfied that I have recent
and relevant financial experience to
chair the Committee. I am a Chartered
Accountant and chair audit committees
of other listed companies, and am
recognised by the Board as being well
qualified to undertake this role effectively.

Various officers and senior leaders of the
Company attend Committee meetings by
invitation. These include the Chair, Group
CEO, Group CFO, Group Finance Director
& Financial Controller, General Counsel
& Company Secretary, Group Head of
Compliance and representatives from
the external audit team.

After each meeting I, as the Chair of the
Committee, report to the Board on the
business undertaken.

Audit Committee effectiveness
The internal Board evaluation carried
out in 2023 included specific feedback
on the effectiveness of the Committee.
Overall, the Committee was deemed to
be functioning well and was effectively
chaired. In conjunction with the Board and
management, our primary area of focus
for the coming year is the adoption of new
requirements following the publication
of the new Corporate Governance
Code and continuing to mature the risk
management and Internal Audit functions
as the organisation continues to grow.
We are also seeking to create more
concise reporting to the Committee.

Detailed information regarding the 2023
internal evaluation of the Board and its
committees, the process and outcomes
can be found on pages 90–91.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Audit Committee Report continued

Committee activity in 2023
In planning its own agenda and reviewing the audit plans of the internal and external auditor,
the Committee takes account of significant issues and risks, both operational and financial,
that may have an impact on the Group’s Financial Statements and/or the execution and
delivery of its strategy. The Committee requested management to provide a number of
in-depth reviews as part of the meeting agenda. These reviews and other Committee
activities in 2023 are summarised opposite. Following these reviews, action items were
agreed, and progress against each item is being tracked and reviewed by the Committee.

INTERNAL CONTROLS, INCLUDING CONTINUING OBLIGATIONS
COMPLIANCE UNDER FPPP

At each audit committee meeting we have a standing agenda item to review internal
controls reporting, including the dashboard described below. We continue to mature
the control environment and the committee discuss enhancements which are presented
by management; for example at our most recent audit committee meeting we reviewed
the proposed monthly declaration to be completed by Opco senior management.
We also consider annually our FPPP procedures to ensure that this is up to date in
compliance with our continuing obligations.

Controls dashboard
The Group operate controls in key processes on a monthly basis. Over the past year
software has been implemented to help with the preparation and monitoring of key
reconciliations within the financial statement close process. These are reviewed by
management at both an operating company and Group level. The Committee receives
updates at each of their meetings regarding the control environment and operating
effectiveness, including any follow up actions or plans to enhance controls.

Example Dashboard:

December 2023

Group

East and West Africa

MENA

Central and South Africa

Process

HoldCo

DRC

P2P

Fin Reporting

Inventories

Fixed Assets

Revenue

Taxation

Key

No control weaknesses

Minor process improvements required

Material process improvements required

Subject of review

Details of committee activity

Business
process
reviews,
carried out in
conjunction
with Internal
Audit

End-to-end process reviews, including process maps, risk and key control
matrices and any internal audit findings and remediation activities. These
were undertaken by the Group process and control owner:

– site acquisitions and estate management;

– fuel management process;

– site security;

– new Markets controls framework;

– project delivery;

– supplier IT processes and cyber security; and

– UK Corporate Governance Reform.

Ongoing
quarterly
updates

Each quarter, the Committee reviews management papers covering the
following key areas:

– accounting judgements and estimates, including regulatory updates;

– free rent, accrued revenue, receivables and deferred income;

– tax risk management and reporting;

– treasury management;

– litigation update;

– going concern assessment;

– internal controls, including continuing obligations compliance under FPPP

and Compliance Scorecard reports from each OpCo;

– Internal Audit, including progress of the 2023 Internal Audit Plan;

– compliance update, including whistleblower report and fraud risk

management; and

– risk management and disclosure, including emerging risk considerations.

IT update

Updates from the Group IT Director in relation to the overall IT strategy, in
particular systems architecture and cyber risk.

Cyber security Cyber security and information security, including user security, supplier

security and cyber defence, network authentication and business continuity
management from the Group IT Director.

Climate risk
and TCFD plan

The Committee reviewed the Company’s climate-related risk reporting,
gained an understanding of sources and reliability of non-financial data and
an understanding of the plans for meeting compliance with TCFD reporting
and any other climate-related considerations as described on pages 57-62.
The Committee works collaboratively with the Sustainability Committee to
review TCFD and non-financial disclosures.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Audit Committee Report continued

Accounting and financial reporting matters
The table below includes the key matters considered by the Committee during the financial year ended 31 December 2023, 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

Recoverability of
receivables and
accrued revenue

Impairment of
goodwill and
customer
relationships

Due to the evolving nature of tax legislation and its
application in our operating countries, management
is required to make judgements and estimates in
relation to tax risks, the outcomes of which can
be less predictable than in other jurisdictions.
Third-party experts are utilised in each market to
advise on the likelihood of a range of outcomes.

Management considers each tax case on an individual
basis and makes an assessment of the probability of an
outflow of cash arising and making provision or
disclosure of such amounts according to IAS 37.

The Group’s customer base is primarily large MNOs
who account for 90% (Note 15) of the receivables
balance. Accordingly, management’s review for
impairment of receivables focuses on the smaller
operators, or where there is evidence of a customer
dispute.

Management is in regular discussion with customers
regarding overdue balances and uses this
information in assessing the appropriate credit risk
rating for each balance. Details of management’s
considerations are set out on page 154.

The Consolidated Financial Statements include
the assets and liabilities acquired in business
combinations in prior periods. IAS 36 requires
that this is reviewed on an annual basis, or more
often where an impairment indicator is identified.
Management has prepared detailed business
plans and value in use assessment for each Cash
Generating Unit with material goodwill and
intangible assets.

Hyperinflation
accounting

In October 2023, Ghana was judged to have met the
criteria of a hyperinflation economy under IAS 29
‘Financial Reporting in Hyperinflationary Economies’.
As a result, the Group has applied the requirements
of IAS 29 for its operations with a Ghana Cedi
functional currency.

The Committee considered papers from management
on the material tax cases. After receiving input from
the Group CFO on the latest position with regards to
ongoing matters, it concluded that the Group’s tax
position had been appropriately accounted for and
that there was adequate disclosure in relation to the
key known uncertain matters as set out in Note 10 to
the Financial Statements.

The Committee discussed with management the key
judgements taken in recognising deferred tax assets
in certain juristictions and consider that the level of
deferred tax assets recognised is in line with the
requirements of IAS 12.

The Committee received detailed analysis of the
receivables and accrued revenue balances for
consideration.

The Committee challenged management on the
recoverability of receivables, accrued revenue balances
and revenue recognition for amounts under dispute to
ensure the level of revenue recognised was in
accordance with the Group’s policy, and that there was
appropriate supporting documentation to allow this to
be recognised as revenue under the contract and that
provisions were appropriately made for receivables.

The Committee considered the matters raised by
Deloitte in their reports provided to the Committee
during 2023. Following discussion of the work
performed, the advice of local market experts and
the key matters in Deloitte’s report, the Committee
concluded that the positions taken by management
were reasonable.

The Committee has considered the matters raised by
Deloitte and requested additional information from
management which enabled the committee to be
satisfied with the judgements and estimates made.

The Committee reviews and challenges the output from
management’s detailed business plans and value in use
assessment. Given the acquisitions took place recently,
it was expected that there was not significant
headroom in light of an increased WACC.

Deloitte challenges are set out in their audit report
on pages 125-131. The Committee and Deloitte have
discussed Deloitte’s report and the Committee was
satisfied that the management assumptions made
are reasonable.

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 met with the Group finance team in
March 2024 to review and challenge the accounting
treatment, key judgements and disclosures made in
applying hyperinflation accounting.

Deloitte challenges are set out in their audit report on
pages 125-131. The Committee considered the key
judgements and methodology adopted and concluded
that it had been applied appropriately in line with IAS29
requirements.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Audit Committee Report continued

Going concern and long-term viability
The Committee reviewed and challenged
management’s assumptions in assessing the
going concern basis of preparation and the
scenarios and disclosure of longer-term
viability.

Alternative Performance Measures (APMs)
Historically, the tower industry has used a
wide range of APMs to compare and assess
business performance. This is a function of
differing lease and capital structures, as
well as asset life.

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:

With respect to going concern, the
Committee:

– reviewed the detailed cash flow forecasts
prepared by management and challenged
the underlying assumptions including
downside scenarios, the impact of
macroeconomic factors and the necessary
capital commitments to meet our carbon
emission targets;

– assessed the Group’s newly available
facilities and headroom including
compliance with existing and new bond
and banking covenants;

– reviewed comments from Deloitte on the
assumptions and judgements made; and

– satisfied with the robustness of the review,

recommended to the Board for its
approval the appropriateness of the going
concern assumption and the related
disclosures.

Further details on the Group’s going concern
assessment can be found in Note 2(a) to the
Financial Statements.

With regard to the viability statement, the
Committee:

– reviewed and challenged management on
its recommended viability period as well
as on its robust modelling, stress-testing
scenarios and conclusions; and

– satisfied itself that a five-year outlook was

appropriate. This period is driven
principally by the fact that it is covered by
the Group’s strategic plan and reflects the
nature of the Group’s principal risks (some
of which are external and have the
potential to impact in the short term).

The viability statement, and a full
explanation, can be found on page 63.

The Committee reviewed the APMs used
within the Annual Report and Financial
Statements and concluded that the
disclosures were appropriate. The Committee
requested that the external auditor
specifically comment on the APMs against
disclosure of the ESMA guidance.

The external auditor challenged the
balance of APMs and importance of equal
prominence of statutory measures and
additional disclosures in relation to adjusting
items. In order to ensure appropriate
balance and to not give undue prominence,
the Committee requested that management
present all of the APM reconciliations and
explanations in a separate section of the
Annual Report and Financial Statements.
This can be found on pages 64-66.
Consistent with prior years, management
have included a number of statutory
measures provided in the front half of the
Annual Report and Financial Statements.

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 2023
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.

– 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 ESG risk
during the year ended 31 December 2023.

Internal control effectiveness
The Committee receives updates at each
of their meetings regarding the control
environment and operating effectiveness.
The Committee performs deep dives into
specific areas at each of their meetings.
The areas covered in 2023 are specified
on page 99.

The Committee continues to review the
three internal lines of defence across the
Group’s departments. Workshops are held
internally to ensure the plan is carried out as
designed.

A particular area of focus was the entry into
new markets over the last few years. The
Committee received input from
management and Internal Audit regarding
the processes in place both at a Group and
local level. A post-implementation report on
the new operations in Oman was received
from Internal Audit with no material
concerns noted.

As part of the development of our second
line of defence, going forward we will
now have monthly compliance control
“self assessment” declarations provided
by each OpCo. These are presented by
the Group Finance Director along with
ongoing follow up actions in circumstances
where the Finance team are not satisfied
with the quality of the application of the
control. This tool is focused on key financial
controls and provides additional visibility to
the Committee on the ongoing operation
of these controls within each OpCo.
Internal audit will review a sample when
undertaking internal audits in each OpCo
to test the veracity of these declarations.

The Committee was satisfied that an
effective review of the system of risk
management and internal control took
place during the 2023 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 2023
Annual Report and Financial Statements.

Following a robust assessment of the
principal risks by the Committee during the
year, no amendments were made.

Details on the Group’s principal risks, how
the Group implements its risk management
framework and monitors its controls on a
Group-wide basis are set out on pages 51-56.

Independent assurance
During the year, the Committee
commissioned and reviewed reports to gain
assurance over financial and non-financial
metrics. Areas where the Committee
received reports include emissions targets,
site operational data, financial instrument
valuation and documentation and purchase
price accounting. The Committee is satisfied
that there were no significant issues raised in
these reports.

The Committee is also aware of other risk
reporting such as ISO compliance audits and
Health & Safety scorecard audits with our
sub-contractor parties.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Audit Committee Report continued

Compliance and whistleblowing
The Group Head of Compliance attends
Committee meetings, providing updates on
compliance activities, any whistleblowing
incidents and ongoing investigations.

All Group employees and third parties have
access to a confidential, and if desired,
anonymous, whistleblowing hotline,
EthicsPoint®. The Board through the Audit
Committee have oversight of all incidents
reported and logged on EthicsPoint®. We
investigate all whistle-blower reports 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. With
the Economic Crime and Corporate
Transparency Bill 2022 having received
Royal Assent in October 2023, the
Committee reviewed the Group’s
fraud risk management framework
to ensure it adequately addresses
the new legislation during 2024.

The Committee was satisfied with the
outcomes from the investigations and
compliance audits.

Internal Audit
I meet with the Head of Internal Audit
outside of the formal meetings, typically
monthly, to discuss the output from the
Internal Audit (IA) function and aspects of
risk management.

The Head of Internal Audit attends each of
the Committee meetings and also has a
private session with the Committee without
management present.

At each meeting, the Committee considers
the results of the internal audits undertaken
and the appropriateness of management’s
response to matters raised. The Committee
also tracks outstanding items.

100

I am satisfied that the Head of Internal Audit
is receiving adequate support from the
business to undertake the internal audit
reviews and senior sponsorship is strong in
ensuring that there is timely follow-through
of recommendations.

At present, the rolling IA plan is addressing,
in turn, each of the key business cycles
across the operating companies and central
functions where appropriate. The IA function
has added an additional headcount this year,
reflecting the growth in the business. The
Committee will reassess the adequacy of the
IA function over the coming year to ensure it
continues to meet the Group’s growth and
emerging risk requirements.

Internal Audit effectiveness review
As noted last year, PwC undertook a review
of the quality and effectiveness of the IA
function. While the report noted that the
function is in line with the Company’s peers
in the FTSE 250, the IA function has
implemented the recommendations from
PwC’s review during 2023. The Committee will
consider the timing of the next review during
2024 and is due to receive an assessment
against the new IIA standards in 2024.

External auditor
During the year, the Group CFO and I have
had regular discussions on accounting
matters, internal control and fees with
our external audit partner, in addition
to the detailed discussions undertaken
by the Committee.

Professional scepticism and challenge
The quality of the audit is of paramount
importance to the Committee and the
agenda and accounting matters presented
to the Committee are often the outcome
of many weeks or months of work
undertaken by Deloitte and the Finance
function. The regular discussions held
outside of the Committee meeting allow
me to assess the level of professional
scepticism and challenge that our external
auditor applies to management.

After each Committee meeting, the
Committee also holds a private session with
the external auditor, without management
present, where the external auditor is
challenged on whether they have maintained
their independence and objectivity from
management in considering key matters and
whether there are areas of concern that they
wish to bring to the Committee’s attention.

In addition to the key matters set out on
page 98, areas where the external auditor
has challenged management included:

– key sources of estimation and inclusion of
sensitivities to help users understand the
impact of estimates including impairment
testing, financial instruments valuation
derivatives and hedging instruments)
and deferred taxation;

– APM disclosures as set out on page 64;

and

– Recognition of deferred tax assets.

The Committee received a detailed report
from Deloitte in advance of the March 2024
meeting and I can report that all key matters
and areas of challenge were satisfactorily
resolved with no disagreements between
the external auditor and management. Some
immaterial audit differences were noted and
reported to the Committee.

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, particularly with the growth from
prior year acquisitions, 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.

The Committee reviewed the FRC’s
2023 Audit Quality Inspection Report on
Deloitte LLP which takes into account all
of the Deloitte audits inspected by the
FRC’s Audit Quality Review Team. Of
the audits inspected in the current cycle,
none required significant improvement.
The results highlighted the need to:

– improve audit of revenue and margin

recognition, cash equivalents and cash
flow statements, certain provisions and
impairment reversals;

– obtain appropriate assurance that network
firms are adhering to global policy; and

– ensuring a robust assessment of familiarity

threats for individuals with long
associations with audited entities.

There was no further engagement with the
FRC in relation to the FY22 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 and
objectivity
The Committee seeks to ensure the
objectivity and independence of our
external auditor through:

– a focus on the assignment and rotation of

key personnel;

– the adequacy of audit resource and level

of senior hours; and

– adherence to policies in relation to

non-audit work.

The Committee also receives confirmation
from Deloitte on the independence of the
firm and in the small few cases where
non-audit work is undertaken, the
Committee are made aware of the
safeguards that have been put in place.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Audit Committee Report continued

Audit tendering
The lead audit engagement partner,
Bevan Whitehead, has held this role for
three years following the retendering of
the external audit in 2021. Deloitte were
reappointed following the comprehensive
retendering performed in 2021 and have
been the auditors 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 when Deloitte will
be unable to participate. 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 2023.

Audit and non-audit fees
Total audit and non-audit fees payable
to Deloitte LLP in the year ended
31 December 2023 are disclosed in Note
5b to the Financial Statements. Non-audit
fees for 2023 were pre-approved by the
Committee and in total are less than 15%
of the average three-year annual audit
fees. Services provided were for assurance
over the first quarter’s results and half year
report. The Group’s non-audit services
policy incorporates the requirements of
the FRC’s Ethical Standard, including a
‘whitelist’ of permitted non-audit services
which 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.

Looking ahead
In planning the Committee’s 2024 agenda,
the Committee will comply with the
requirements of the Code and follow best
practice guidance for audit committees.

The Committee will continue to receive
in-depth presentations from management
on the challenges faced by the business
and the operation of internal controls
across the business cycles. The Committee
agenda will also continue to respond to
the issues raised by our internal ‘three
lines of defence’ – management, risk
and compliance, and Internal Audit
– as well as the evolving external risk
landscape and regulatory environment.

Specific areas of focus in 2024 are:

– assessing our readiness to implement the

internal control declarations in 2025;

– futureproofing our financial systems and

platforms;

– revisiting processes which have evolved
with the Group’s expansion over the last
few years;

– finalising our Audit and Assurance Policy;

– continuing to evolve our climate-related

reporting, risk and governance processes;
and

– cyber security governance and reporting.

We also seek to respond to shareholders’
expectations in our reporting and, as always,
welcome any feedback. I will be available in
person at the AGM in April and welcome any
questions relating to the work of the
Committee and our forward agenda.

I hope to meet with you then.

Alison Baker
Chair, Audit Committee
13 March 2024

101

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report

RICHARD BYRNE
CHAIR, REMUNERATION COMMITTEE

Committee membership and attendance

Member

Attendance (of 6)

Richard Byrne

Sir Samuel Jonah

Alison Baker

Sally Ashford

2023 AGM vote to approve:

The Directors’ Remuneration Policy

96.6%

The annual statement by the
Committee Chair and the Directors’
Remuneration Report

81.5%

102

Dear Shareholder, On behalf of the

Remuneration Committee (the
Committee), I am pleased to present
the Helios Towers Directors’ Remuneration
Report for the 2023 financial year.

For Helios Towers, 2023 was a year
characterised by robust organic site and
tenancy growth delivered across the
geographically enlarged tower portfolio
following four significant acquisitions
during the preceding two years, enhancing
financial performance and return on invested
capital (ROIC). The Company also achieved
a meaningful reduction in net leverage
notwithstanding a higher interest rate
environment and wider global uncertainties.

We thank our shareholders for their
support at our 2023 AGM. The Directors’
Remuneration Policy (the Policy) and the
2022 Directors’ Remuneration Report were
approved with ‘votes for’ representing 96.6%
and 81.5% of total votes cast respectively.

The Committee met six times during the year
to discuss and resolve agenda items. These
included the new Policy, the 2022 Directors’
Remuneration Report, salary increases
for Executive Directors and the wider
workforce, 2022 annual bonus and 2020
long-term incentive plan (LTIP) performance
outcomes, 2023 annual bonus and 2023
LTIP performance measures and targets, and
all-employee share-based award grants.

Executive Director remuneration
in respect of the 2023 financial year
The Policy operated as intended in the year.

As disclosed in the 2022 Directors’
Remuneration Report, the new salaries
for the Executive Directors were effected
from 1 April 2023. There were no further
changes to their salaries during the year.

The annual bonus for the Executive Directors
was based on Adjusted EBITDA, portfolio
free cash flow, network performance,
strategic projects and international
standards targets. The performance targets
for the bonus were set and approved by
the Remuneration Committee in Q1 2023,
having considered the appropriateness
of the performance conditions, the 2023
business plan and market expectations.

subject to a further two-year holding
period for the Executive Directors.

As in previous years, no dividends will be
paid in respect of the financial year ended
31 December 2023, given the Company’s
recent expansion and the opportunity
to invest in the enlarged asset base.

Executive Director remuneration
in respect of the 2024 financial year
Most employees will receive pay increases
based on a number of factors including
individual performance, inflation and
budgeted staff costs. The Company
carefully considers pay rises in relation
to these factors. To retain key personnel,
specific targeted increases have also
been considered for certain employees
below Executive Director level.

The Committee considered the formulaic
outcomes of the 2023 annual bonus and
determined that no adjustments were
necessary. Consequently, Tom Greenwood
and Manjit Dhillon will receive annual
bonus awards equal to 123% and 99%
of salary respectively; this represents
70% and 66% of their maximum bonus
opportunities respectively compared to a
median of 74% for the wider workforce.

In accordance with the Policy to defer
50% of any bonus received above
target, 9% of the Group CEO’s bonus
and 12% of the Group CFO’s bonus will
be deferred in shares for three years.

The 2021 LTIP awards granted to executives
in March 2021 will vest in March 2024. The
Committee considered the vesting of the
2021 LTIP award in the round including
performance conditions, relative weightings,
the amended targets disclosed and explained
on pages 130-131 of the 2022 Directors’
Remuneration Report, performance against
those targets, resulting vesting levels and
resulting vesting value of the award, and
determined that no adjustments were
necessary. The formulaic and final vesting
level of the 2021 LTIP award is 58.5%.

In accordance with the Policy, the
vested portion of the LTIP awards is

Aligned to this framework for wider workforce
increases, the Board has decided to increase
each of the Group CEO and Group CFO
salaries by 3%. This compares to an average
nominal increase of 3.8%1 for the wider UK
workforce. Effective from 1 April 2024, the
Group CEO and Group CFO salaries will be
£647,000 and £404,500 respectively.

All other remuneration arrangements
will remain unchanged.

The 2024 annual bonus performance
measures and their weightings are
set out on page 115. The targets are
deemed commercially sensitive and
will therefore be disclosed in full in next
year’s Directors’ Remuneration Report.

The 2024 annual bonus will include an
additional financial performance measure,
Free Cash Flow as defined in the management
cash flow table on page 70. It is a measure
of the Company’s cash flow generation
available for capital providers and/or future
investments. The Committee believes this
new measure will appropriately incentivise the
Executive Directors and the wider workforce
to achieve the Company’s target to be free
cash flow neutral for the 2024 financial year.

1 Current view based on an ongoing wider workforce

pay review to be completed in March 2024.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Directors’ Remuneration Report continued

Targets for the 2024 LTIP performance
measures are set out on page 116.
Introduced in 2023, the award includes
an ‘impact scorecard’ based on three
equally weighted, quantifiable measures
aligned to KPIs and targets set out in our
Sustainable Business Strategy, specifically
emissions per tenant (environmental
impact), % female staff (diversity) and
population coverage (digital inclusion).
The other LTIP performance measures
are Adjusted EBITDA per share, ROIC and
relative total shareholder return (TSR)

The 2024 LTIP awards are expected to be
granted during the second quarter of 2024.
After the initial three-year vesting period,
the awards will be subject to a further two-
year holding period for Executive Directors,
resulting in a total vesting and holding period
of five years. Share-based schemes will be
used for bonus deferrals and LTIP awards.

Changes to Non-Executive Director
remuneration
In line with the Policy whereby Independent
Non-Executive Directors are entitled to
additional fees if required to perform
any specific and additional services,
Non-Executive Directors serving on the
Technology Committee, established in
October 2022, received additional fees
from 1 April 2023. Similarly, Non-Executive
Directors serving on the Sustainability
Committee, established in May 2023, received
additional fees from 1 May 2023. The fees
received for serving on these two newly
established Committees are commensurate
with those of the Audit and Remuneration
Committees, reflecting the increased
responsibilities and time commitment
required for these additional services.

For the 2024 financial year, Non-Executive
Directors’ fees will increase by 3% effective
from 1 April 2024.

103

Payments to past Directors in 2023
Former CEO and former Non-Executive
Deputy Chair, Kash Pandya, retired and
stood down from the Board during the
financial year ended 31 December 2022.
In accordance with the previous Policy, his
unvested 2021 LTIP award was prorated
to a maximum 383,983 nil-cost options
(from 809,319 initially granted) to reflect
the proportion of the vesting period
elapsed to the end of his notice period, with
unchanged vesting dates. The 2021 LTIP
award concluded its performance period
on 31 December 2023 and will vest in March
2024. In accordance with the formulaic 58.5%
vesting outcome shown on page 111, Kash
will receive 224,646 nil-cost options on the
vesting date. Post vest, the two-year holding
period for LTIP awards continues to apply.

In accordance with the previous Policy, Kash
retained his deferred bonus share awards
following his retirement with unchanged
vesting dates. 50% of the annual bonus
received above target in respect of the
financial year ended 31 December 2020
was deferred in shares for three years.
Kash will receive 22,064 shares when the
deferral period ends in March 2024.

All-employee HT SharingPlan 2023 award
The HT SharingPlan was created in 2021
pursuant to shareholder approval of the plan
rules, allowing all employees of Helios Towers
Group companies to share in our success.

During the year, all employees were granted
a 2023 Award, of equal value and on the
same terms regardless of their position or the
country in which they work. The award has a
three-year vesting period subject to continued
employment and good leaver provisions.

The inaugural 2021 HT SharingPlan
Award will vest during 2024.

Under the Policy, Executive Directors are not
permitted to participate in the HT SharingPlan.

Engagement with the workforce
During the year, collectively the Group
CEO, Group CFO, Executive Committee
members and several board members
visited all markets, taking the opportunity
to talk to colleagues, and holding
roundtables with each local team to discuss
their plans for growth. Non-Executive
Directors visited operating companies
including DRC, South Africa and Oman.

The Company holds regular Group-wide
town halls, bi-annual strategy days and
OpCo team meetings to maintain regular
engagement with teams and to further
embed its Sustainable Business Strategy.
This year the Company introduced
functional off-site meetings to further
reinforce collaboration across markets,
and leadership training is developing a
pipeline of leaders within the Group and
enhancing overall Company performance.

The women’s mentoring circle was
launched in 2023, with Non-Executive
Directors Alison Baker, Sally Ashford,
Carole Wainaina and Group Director,
People, Organisation and Development,
Doreen Akonor, acting as mentors and
hosting discussions with colleagues on
career and personal development.

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 in
Group and operating companies, including
an engagement session with new colleagues
in Oman. The sessions involve 1-to-1 meetings
with Managing Directors, Heads of Functions
and local HR to understand positive areas
as well as areas for improvement. Feedback
included strengthening processes and
promoting training which have been
captured in the action plan for 2024.

Sally will continue her workforce
engagement activities during 2024,
including considering wider workforce pay
conditions and remuneration practices.

Engagement with shareholders
In Q1 2023, I wrote to the Company’s
pre-IPO shareholders and its 20 largest
post-IPO active shareholders, setting out
and requesting feedback on the Committee’s
intentions including with regards to the
Remuneration Policy, exercising discretion
to adjust 2020 LTIP vesting levels, amending
2021 LTIP target ranges, and increases to
Non-Executive Director fees which had
remained unchanged since the inaugural
Policy was approved at the 2020 AGM.

In total, shareholders representing more
than 80% of the Company’s shareholder
base were contacted. Upon request,
I consulted with individual shareholders
to respond to questions, provide further
clarification and take heed of their views.
The communication to shareholders was also
shared with several prominent shareholder
proxy advisors and comments received were
taken into consideration by the Committee.

The 2023 Directors’ Remuneration Report
will be subject to an advisory vote at the
AGM to be held on 25 April 2024.

We believe that our remuneration
approach continues to align their
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 comments you may have on this report.

Richard Byrne
Chair, Remuneration Committee

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

At a glance
2023 highlights

Sites

Tenancies

14,097
+4%

26,925
+10%

Revenue

$721m
+29%

Adjusted EBITDA

Portfolio free cash flow

ROIC

$370m
+31%

$268m
+33%

12.0%
+1.7ppt

Executive Directors’ remuneration in 2023
Further details regarding remuneration in respect of 2023 are disclosed on pages 109-114.

Overview of quantum
The following table sets out the base salary, benefits, pension, annual bonus and vesting
LTIPs received by the Executive Directors in respect of the financial year ended 31 December
2023. The 2021 LTIP award concluded its performance period on 31 December 2023 and will
vest in March 2024. The formulaic and final vesting level of the 2021 LTIP award is 58.5%. In
accordance with the Policy, the vested portion of awards is subject to a further two-year
holding period for the Executive Directors.

Base salary
£’000

Benefits
£’000

Pension
£’000

Annual
bonus
£’000

2021
LTIP award
£’0001

Tom Greenwood, Group CEO

Manjit Dhillon, Group CFO

621

388

770

387

176

140

Total
£’000

1,673

958

2023 LTIP award grant
The Group CEO and Group CFO were granted LTIP awards in respect of the 2023 financial
year, equal to 200% and 150% of salary respectively. The performance measures of Adjusted
EBITDA per share (30% weighting), ROIC (30% weighting), relative TSR (20% weighting) and
impact scorecard (20% weighting) are assessed over the three-year period from 1 January
2023 to 31 December 2025. After the initial three-year vesting period, the awards are subject
to a further two-year holding period for Executive Directors, resulting in a total vesting and
holding period of five years.

Key objectives of approach to remuneration

Market competitive to
attract and retain talent

Performance-linked
incentives

Encourage
outperformance

Executive Directors’ shareholding
as of 31 December 2023

Shareholding requirement
% of base salary

Shareholding
% of base salary

Align with shareholder
interests

Align with UK corporate
governance practices

Support sustainable
growth

Tom Greenwood, Group CEO

Manjit Dhillon, Group CFO

200%

150%

744%

63%

Manjit Dhillon was appointed Group CFO on 1 January 2021 and, under the Policy, has five
years to attain the shareholding requirement. He held shares with a value equivalent to 63%
of salary as of 31 December 2023. However, Manjit has the right under the shareholding
requirement policy to sell a portion of these shares in the future because they were obtained
prior to his appointment as Group CFO.

Payments to past Directors
Kash Pandya, former CEO and former Non-Executive Deputy Chair, retired and stood down
from the Board in 2022. His prorated 2021 LTIP award will vest in March 2024 with the
formulaic 58.5% vesting outcome shown on page 111. Kash will receive 224,646 nil-cost
options with a value of £161k1 on the vesting date. Post vest, the two-year holding period for
LTIP awards continues to apply.

In accordance with the Policy, Kash retained his deferred bonus share awards following his
retirement with unchanged vesting dates. In relation to the 2020 annual bonus, Kash will
receive 22,064 shares with a value of £16k1 when the deferral period ends in March 2024.

1 Calculated based on the Company’s average closing share price on the London Stock Exchange during the fourth

quarter of 2023 (£0.71475). No portion of the estimated value is attributable to share price appreciation from the grant
date to the end of the performance period.

104

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

Application of the Remuneration Policy in 2024
Further details of the application of the Policy in 2024 are disclosed on pages 115–117.

Overview of quantum

2024 LTIP operation
Performance measures are assessed over a three-year period with the following threshold
(25%) vesting to maximum (100%) vesting ranges.

Base salary

before 1 April
2024
£’000

from 1 April
2024
£’000

Pension
% of base
salary

Annual bonus1
maximum
% of base
salary

LTIP
maximum
% of base
salary

Tom Greenwood, Group CEO

Manjit Dhillon, Group CFO

628.0

392.5

647.0

404.5

175%

150%

200%

150%

1 The annual bonus will be calculated using base salary from 1 April 2024, aligned with the practice applied to the wider

workforce.

2024 annual bonus operation
Performance measures and weightings:

Adjusted EBITDA
Financial

Portfolio free cash flow
Financial

Free cash flow
Financial

50%

20%

10%

Network performance
Non-Financial

Strategic projects
Non-Financial

International standards
Non-Financial

7.5%

The targets, and performance against them, will be fully disclosed in next year’s Directors’
Remuneration Report.

50% of any bonus amounts in excess of target performance levels will be deferred in shares
with a three-year vesting period.

Adjusted EBITDA per share

30%

Targets:
8%–14%
3-year CAGR FY23–FY26

Relative TSR

20%

ROIC

30%

Targets:
8%–14%
FY26

Impact scorecard based on
three equally weighted ESG measures

20%

Targets:
Median-upper quartile performance
measured from Q4 2023–Q4 2026

Targets:
Emissions per tenant: (7%)–(17%)
% female staff: 28%–32%
Population coverage: 2.5%–6.0% CAGR

There is a two-year holding period post vesting, making a five-year vesting and holding
period in total.

Malus and clawback
Cash bonuses can be clawed back within three years, and malus applied to any deferred
bonus at any time prior to vesting.

LTIP awards can be clawed back within two years from vesting, and malus applied at any
time prior to vesting.

105

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Policy item

Policy and operation

Maximum (% base salary)

Performance measures

Salary

– Broadly aligned to the median of the market

– None

benchmark

– Reviewed annually

Benefits

– Market-competitive benefits including life and

– None

medical insurance

– Relocation allowances may be offered where

appropriate

Pension

– 9% of base salary

– None

– In line with wider workforce contributions

Annual Bonus

– Target for Group CEO: 100% of base salary

– Group CEO: 175%

– At least 75% assessed against

– Target for other Executive Directors: 75% of

base salary

– Other Executive
Directors: 150%

– Deferral in shares of 50% of any bonus awarded

for above-target performance

– Malus and clawback provisions apply

Long-Term
Incentive Plan

– Granted annually

– Three-year vesting period

– Two-year holding period post vest

– Performance conditions apply

– Committee discretion to adjust vesting levels,
consulting shareholders where appropriate

– Malus and clawback provisions apply

– Group CEO: 200%

– Other Executive
Directors: 150%

financial measures

– Linear payout between threshold

(0% payout) and target, and
target and maximum

– Financial, shareholder return and
strategic performance targets

– Straight line vesting between

threshold (25% vest) and
maximum

– 2024 measures are Adjusted

EBITDA per share, ROIC, relative
TSR, impact scorecard

Shareholding
requirement

– Group CEO: 200% of base salary

– None

– Other Executive Directors: 150% of base salary

– 5 years to obtain the shareholding requirement

– Retention of vested share awards expected until

achieved

– Two-year post-cessation requirement

Non-Executive
Directors

– Annual base fee

– Must not exceed the

– None

– Further fees for additional roles, responsibilities

and/or services

– No participation in incentive or share schemes

– No pension entitlement

limit prescribed
within the
Company’s Articles
of Association

Directors’ Remuneration Report continued

Summary of the Directors’ Remuneration Policy
The current Policy is set out in detail on pages
114–122 of the 2022 Annual Report and was
approved at our AGM in April 2023, with ‘votes for’
representing 96.6% of total votes cast.

The Policy was prepared in accordance with the
Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (as
amended) (the Regulations), and based on the
principles that:

– remuneration should be competitive with the
market, but above-market pay should only be
earned for outperformance against the market;

– remuneration should be sufficient to attract and
retain talent in the event of the departure of an
Executive Director; and

– the design of remuneration should follow similar

principles and governance to other FTSE
companies.

The Company is committed to achieving high
standards of corporate governance. Therefore, the
principles of the UK Corporate Governance Code
2018 (the Code) were taken into consideration when
developing the Policy. In particular, the Committee
believes the 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;

– ensuring a significant proportion of Executive
Directors’ pay is based on overall corporate
performance, and particularly long-term
performance;

– aligned to the culture and business strategy of

Helios Towers, by using appropriate performance
measures; and

– predictable through governing the minimum and

maximum opportunities for the Executive
Directors in relation to their annual bonuses and
LTIP awards, providing clearly defined limits.

The Policy is intended to apply for three years,
although the Company can choose to bring a new
policy to a vote before the end of this period.

106

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

ANNUAL REPORT ON REMUNERATION
This section of the report provides details of the Directors’ remuneration for the financial
year ending 31 December 2023 and how we propose to apply the Policy in 2024. This full
Directors’ Remuneration Report will be subject to an advisory vote at the AGM to be held
on 25 April 2024.

The views of shareholders and their advisory bodies are also central to our thinking. We are
committed to open dialogue with our shareholders and hope that the level of disclosure we
provide here fully explains the Committee’s decisions.

Remuneration Committee
Roles and responsibilities
The role of the Committee is to assist the Board in determining its responsibilities in relation
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

Aligning remuneration with Company strategy
Our approach to remuneration is designed to balance short-term goals with long-term
ambitions to deliver the Company’s strategy and create value for shareholders. To help the
Board and the Executive Leadership Team assess delivery against this strategy, we track
progress against a number of KPIs and Alternative Performance Measures – see pages 21
and 64–66.

We include several of these indicators as performance measures in assessing bonus and
LTIP awards. This helps align the focus of Executive Directors with the interests of our
shareholders, and makes it clear to all stakeholders the relationship between success against
our strategy and the remuneration paid.

All employees with at least three months’ service are eligible to receive an annual bonus,
prorated to their time of service during the year and based on Company and individual
performance. Its purpose is to reward activities that drive success in the near term. The
annual bonuses awarded to Executive Directors are based on disclosed performance
conditions, which are currently focused on:

– operating and financial performance: Adjusted EBITDA, portfolio free cash flow and free

cash flow;

– customer service: network performance;

– strategic initiatives: strategic projects; and

and certain senior executives, including the Company Secretary;

– international standards: quality, environment, health and safety, anti-bribery and

– setting the remuneration for the Company Chair;

– reviewing wider workforce remuneration policies and practices when determining the

approach for executives;

– reviewing and approving the design of performance-related pay schemes; and

– ensuring compliance with the Code in relation to remuneration.

The Committee meets at least three times a year and has formal terms of reference which
can be viewed on the Company’s website. Committee attendance during 2023 is set out on
pages 88 and 102.

Membership
The Board considers the Group to be in compliance with the Code requirements relating to
Committee composition and roles; specifically, a Remuneration Committee should comprise
at least three members who are all Independent Non-Executive Directors, and that the Chair
of the Board should not also chair the Remuneration Committee.

Independent Non-Executive Director

Richard Byrne (Remuneration Committee Chair)

Sir Samuel Jonah

Alison Baker

Sally Ashford

107

Date of appointment

to the Committee

12 September 2019

15 June 2020

information security management systems.

Achieving our near-term objectives sets the foundation for attaining our longer-term growth
strategy, generating the funds for us to invest further in our existing markets and pursue
opportunities in new markets.

We grant LTIP awards to Executive Directors and other selected senior executives and key
personnel to retain and incentivise them to deliver the longer-term business plan and
sustainable long-term returns for shareholders.

The four LTIP performance conditions selected to incentivise value creation, profitable
growth and sustainability are:

– Adjusted EBITDA per share: measures underlying operating performance on a per share

basis;

– Return on invested capital: evaluates asset efficiency and the effectiveness of the Group’s

capital allocation;

– Relative total shareholder return: a market-based measure to assess the relative value

created for our shareholders; and

– Impact scorecard: to ensure that long-term incentives are aligned to the initiatives and

targets of our Sustainable Business Strategy.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

While the impact scorecard comprises specific ESG measures, we believe the financial
measures adopted for the LTIP are themselves inherently focused on performance against
our Sustainable Business Strategy. Building telecommunications infrastructure and
promoting infrastructure-sharing are central to our business model, creating sustainable
value by increasing network access and population coverage while minimising the cost,
waste, environmental impact and carbon footprint of duplicated communications networks.
In turn, this provides growth and operating leverage that drives Adjusted EBITDA, portfolio
free cash flow, free cash flow and ROIC.

Customer
Service
Excellence

People and
Business
Excellence

Sustainable
Value
Creation

Award

Performance measure

Annual bonus Adjusted EBITDA1

Portfolio free cash flow1
Free cash flow2
Network performance
Strategic projects
International standards

Adjusted EBITDA1 per share
ROIC1
Relative TSR
Impact scorecard

LTIP

1 Defined in the Alternative Performance Measures section on pages 64–66.
2

Introduced for the 2024 bonus; further details found on page 115.

To maintain the alignment of remuneration with both strategy and shareholder interests over
time, the Committee will assess and adjust performance conditions as and when appropriate.

Main activities
The Committee met six times during the year. The agenda items discussed at these meetings
included:

– the new Policy approved by shareholders at the 2023 AGM;

– the 2022 Directors’ Remuneration Report;

– salary increases for the Executive Directors and the wider workforce;

– 2022 annual bonus performance outcomes;

– 2020 LTIP vesting performance outcomes;

– 2023 annual bonus performance measures and targets;

– 2023 LTIP performance measures and targets;

– all-employee HT SharingPlan awards granted during 2023; and

– advisory fees.

Statement on shareholder voting
The following table details the results of the shareholder votes for (i) the approvals for the
Directors’ Remuneration Report for the year ended 31 December 2022 and the Directors’
Remuneration Policy at the 2023 AGM, held on 27 April 2023, and (ii) the all-employee share
plans approved by shareholders at the 2021 AGM, held on 15 April 2021.

108

Resolution

Votes for

Votes against

% of issued
share capital
voted

Votes withheld

2023 AGM
To approve the annual statement by
the Chair of the Remuneration
Committee and the Directors’
Remuneration Report for the year
ended 31 December 2022

2023 AGM
To approve the Directors’
Remuneration Policy

2021 AGM
To approve the HT Global Share
Purchase Plan

2021 AGM
To approve the HT UK Share
Purchase Plan

659,273,295
81.5%

150,141,735
18.5%

77.1%

130,388,056

832,070,477
96.6%

29,541,780
3.4%

82.0%

78,190,829

598,307,058
100.0%

646
0.0%

59.8%

–

Details of service contracts and letters of appointment
The following table shows the current service contracts and terms of appointment for the
Executive Directors.

Executive Director

Title

Effective date of
contract

Notice period from
Company

Notice period from
Director

Tom Greenwood Group CEO

12 Sep 2019

12 months

Manjit Dhillon

Group CFO

1 Jan 2021

12 months

The Chair and Non-Executive Directors receive letters of appointment. All Non-Executive
Directors’ 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

Sir Samuel Jonah

Chair of the Board

Magnus Mandersson Deputy Chair

Date of
appointment

Notice
period

12 Sep 2019 3 months

Alison Baker

Senior Independent Non-Executive Director

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

Temitope Lawani

Non-Executive Director

Helis Zulijani-Boye

Non-Executive Director

12 Sep 2019 3 months

9 Mar 2022

3 months

The service contracts for the Executive Directors, and terms and conditions of appointment
for Non-Executive Directors, are available for inspection by the public at the registered office
of the Company.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

Remuneration in 2023
As required by the Regulations, statutory figures for Helios Towers plc are reported for the financial years ended 31 December 2022 and 2023.

As disclosed in the 2022 Annual Report, the Group CEO and Group CFO base salaries were increased by 4.7% on 1 April 2023, compared to a median nominal increase of 9.0% for the wider
workforce across all markets. The Executive Directors’ other remuneration arrangements remained unchanged and aligned to the Policy.

The 2021 LTIP award, granted in March 2021, concluded its performance period on 31 December 2023. As a result, this award will vest in March 2024.

The Committee deemed the new Group CEO and Group CFO salary levels to be fair and appropriate with consideration to individual and Company performance, market levels, and increases
to wider workforce pay in the then prevailing environment of high inflation and rising cost of living.

The following tables show the information mandated by the Remuneration Reporting Requirements for the financial years ended 31 December 2023 and 31 December 2022.

Statutory single figure table for the Executive Directors (audited)

Name

Tom Greenwood
2023
20224

Manjit Dhillon
2023
2022

Role

Group CEO

Group CFO

Base salary
£’000

Taxable benefits1

£’000

Other benefits1
£’000

Pension2
£’000

Fixed
remuneration
£’000

Annual bonus
£’000

LTIP vesting
£’000

Variable
remuneration
£’000

Total
remuneration
£’000

621
548

388
369

38
355

1
1

11
9

7
7

56
49

35
33

727
640

431
410

770
504

387
281

1763
2756

1403
556

946
779

527
336

1,673
1,419

958
746

1 Taxable benefits received by Tom Greenwood in 2023 were worldwide medical insurance (excluding the US) and personal accident and illness insurance; Manjit Dhillon received gym membership and cycle-to-work benefits. The other benefit

received by the Executive Directors was life insurance cover equal to 4x base salary. The most significant benefit received was medical insurance, representing 73% of taxable benefits and 50% 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 2021 LTIP award concluded its performance period on 31 December 2023 and is scheduled to vest in March 2024. The values presented are calculated based on the Company’s average closing share price on the London Stock Exchange during

the fourth quarter of 2023 (£0.71475). No portion of the estimated value is attributable to share price appreciation from the grant date to the end of the performance period.

4 Tom Greenwood was appointed Group CEO on 28 April 2022 from his previous Board role as Group COO. The 2022 remuneration figures reflect Tom’s remuneration from both roles during the financial year ended 31 December 2022.

Former Group CEO and Non-Executive Deputy Chairman, Kash Pandya, retired and stood down from the Board in August 2022. His prorated total remuneration for the financial year ended 31 December 2022 was £865k, comprised of £402k base
salary, £36k benefits, £35k pension and £392k prorated annual bonus.

5 Restated from the previously reported figure of £26k. The restated figure includes personal accident and illness insurance.
6 The 2020 LTIP award concluded its performance period on 31 December 2022 and vested on 24 March 2023. The estimated values presented in the 2022 Annual Report were based on the average closing share price on the London Stock
Exchange during the fourth quarter of 2022 (£1.12289). The actual values shown in the single figure table above are based on the opening share price on the London Stock Exchange on the vesting date (£1.034) and are 7.9% lower than the
estimates previously disclosed; (£1.034/£1.12289)–1 = -7.9%.

Annual bonus
The Policy was applied to setting the threshold, target and maximum awards for the Executive Directors for the 2023 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 2023.

Name

Tom Greenwood

Role

Group CEO

Manjit Dhillon

Group CFO

Threshold performance

Target performance

Maximum performance

% of salary

(£0)

0%
(£0)

% of salary

100%
(£628k)

75%

(£294k)

% of salary

175%

(£1,099k)

150%

(£589k)

The performance conditions for the 2023 annual bonus scheme were set in Q1 2023 and based on achievement against Adjusted EBITDA, portfolio free cash flow, network performance,
strategic projects and international standards targets.

The Committee considered the 2023 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 be applied to the formulaic outcomes.

Tom Greenwood and Manjit Dhillon will receive annual bonuses equal to 122.7% and 98.7% of their salaries as of 1 April 2023 respectively. This represents 70.1% and 65.8% of their maximum
bonus opportunities respectively compared to a median of 74.0% for the wider workforce.

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We detail the bonus targets and achievement against them in the following table.

Performance measure

Weighting

Threshold

Adjusted EBITDA1 (US$ millions)

Portfolio free cash flow1 (US$ millions)

Network performance2

Strategic projects3
(a) Remote monitoring systems (RMS) installed and transmitting data
(b) RMS connectivity
(c) Tenant load positions captured
(d) Fuel tank sizes recorded and fuel probes installed and calibrated

International standards4

Formulaic bonus outcome
– % of base salary
– % of maximum opportunity

50%

30%

7.5%

7.5%
1.875%
1.875%
1.875%
1.875%

306.9

210.0

90%

4,667
80%
80%
80%

0 accreditations
retained

Target

361.1

247.0

95%

5,833
90%
90%
90%

n/a

Maximum

415.3

284.1

100%

7,000
100%
100%
100%

Actual

369.9

268.2

97.4%

7,019
87.9%
75.0%
74.9%

4 accreditations
retained

Group CEO bonus
% of base salary

Group CFO bonus
% of base salary

56.1%

42.9%

10.2%

4.8%
3.3%
1.5%
0.0%
0.0%

8.8%

122.7%
70.1%

43.6%

35.4%

8.3%

3.9%
2.8%
1.1%
0.0%
0.0%

7.5%

98.7%
65.8%

1 Defined in the Alternative Performance Measures section on pages 64–66. Linear increase between Threshold and Target, and between Target and Maximum.
2 Based on compliance with each service level agreement (SLA) with all customers across our operating subsidiaries. Each SLA is measured monthly throughout the year. The performance targets are as follows:

– Customer SLAs are met or exceeded for 90% or less of measurements: no award (Threshold);
– Customer SLAs are met or exceeded for 90–95% of measurements: linear increase between Threshold and Target; and
– Customer SLAs are met or exceeded for 95–100% of measurements: linear increase between Target and Maximum.

3 Based on the implementation of RMS on sites to monitor and control power systems. The performance measure comprises four independently assessed elements with linear payouts between Threshold and Target, and Target and Maximum:

(a) The number of RMS installed on sites at year-end that are transmitting a minimum level of daily data points;
(b) The daily connectivity of RMS throughout the year or, if installed during the year, since installation;
(c) The percentage of the sites achieved in (a) with tenant load data captured; and
(d) The percentage of the sites achieved in (a) with generators that have fuel probes installed and calibrated.

4 The performance criteria for international standards was based on the retention of Group-wide accreditations (ISO 9001, ISO 14001, ISO 37001 and ISO 45001):

– No accreditations retained: no award.
– One accreditation retained: 25% of target. 1.25% of salary for the Group CEO; 0.9375% of salary for the Group CFO.
– Two accreditations retained: 50% of target. 2.5% of salary for the Group CEO; 1.875% of salary for the Group CFO.
– Three accreditations retained: 75% of target. 3.75% of salary for the Group CEO; 2.8125% of salary for the Group CFO.
– Four accreditations retained: Maximum. 8.75% of salary for the Group CEO; 7.5% of salary for the Group CFO.

The Committee is aware that some shareholders and proxy agencies expressed a view during the Covid-19 pandemic that annual bonuses should not be paid where the Company has
cancelled dividends. As in prior years, no dividends will be paid for the year ended 31 December 2023 given the current opportunity to invest and grow the business. Therefore, the
Committee did not consider it appropriate to adjust the annual bonus outcome on that basis.

In March 2024, the Committee approved the payment of the 2023 annual bonuses. In accordance with the Policy to defer 50% of any bonus received above target, 9.2% of the Group CEO’s
bonus and 12.0% of the Group CFO’s bonus will be deferred in shares for three years.

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Long-Term Incentive Plan awards vesting
The 2021 LTIP award, granted in March 2021, concluded its performance period on 31 December 2023. As a result, this award will vest in March 2024.

This 2021 award is subject to three equally weighted performance conditions: Adjusted EBITDA per share, ROIC and relative TSR. The amended threshold, target and maximum performance
targets, as well as the reasons for the Committee’s decision to amend the targets, were disclosed last year on pages 110, 128 and 130–131 of the 2022 Annual Report.

The Committee considered the vesting of the 2021 LTIP award in the round including performance conditions, relative weightings, targets, performance against targets, resulting vesting
levels and resulting vesting value of the award and determined that no discretion would be applied to the formulaic outcomes.

The 2021 LTIP targets, achievement against them and the formulaic vesting outcome are detailed in the following table.

Performance measure

Weighting

Threshold 25% vesting

Target

Maximum 100% vesting

Actual

% of performance measure

Vesting outcome

% of initial LTIP grant

Adjusted EBITDA1 per share
3-year CAGR FY20–FY23

ROIC1
% in FY23

Relative TSR4

Formulaic vesting outcome
% of initial grant

33.3%

Straight line vesting
between threshold and
maximum.

14%

Median TSR
of the peer group
(61 of 121)

Straight line vesting
between threshold and
maximum.

Ranked in upper quartile
of the peer group
(31 of 121)

15.8%2

100.0%

12.0%3

109 of 121

75.5%

0.0%

33.3%

25.2%

0.0%

58.5%

1 Defined in the Alternative Performance Measures section on pages 64–66.
2 CAGR calculated using (i) FY20 Adjusted EBITDA per share of US$0.2272 based on US$226.6 million Adjusted EBITDA and 997.5 million weighted average basic shares outstanding, and (ii) FY23 Adjusted EBITDA per share of US$0.3528 based on

US$369.9 million Adjusted EBITDA and 1,048.5 million weighted average basic shares outstanding.

3 Calculated in the Alternative Performance Measures section on page 66.
4 Helios Towers plc’s TSR relative to the FTSE 250 Index, excluding financial services and investment trusts, based on the average TSR over the three-months immediately prior to the start and end of the performance period.

The formulaic 58.5% vesting outcome as set out above compares to a vesting outcome of 52.5% based on the initial targets upon grant, which were amended to reflect the impact of
acquisitions and disclosed in the 2022 Directors Remuneration Report (page 131 of the 2022 Annual Report).

The following table shows the number of options granted, forfeited and vested in respect of the 2021 LTIP award for the Group CEO and the Group CFO. Per the previous Policy, the vested
awards are subject to a two-year holding period post vest.

Name

Tom Greenwood2

Manjit Dhillon

Role

Group CEO

Group CFO

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

421,254

335,089

–

421,254

335,089

58.5%

246,451

196,041

Value of nil-cost
options vesting1

£’000

176

140

1 The 2021 LTIP award is scheduled to vest in March 2024. The values presented are calculated based on the Company’s average closing share price on the London Stock Exchange during the fourth quarter of 2023 (£0.71475). No portion of the

estimated value is attributable to share price appreciation from the grant date to the end of the performance period.

2 Tom Greenwood was granted his 2021 LTIP award in his previous role as Group COO.

Deferred bonus share awards vesting
In accordance with the previous Policy, 50% of the annual bonus received above target in respect of the financial year ended 31 December 2020 was deferred in shares for three years.
As a result, Tom Greenwood will receive 14,519 shares when the deferral period ends in March 2024.

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Scheme interests awarded in the year (audited)
2023 LTIP award grants
In May 2023, the 2023 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
longer-term business plans and sustainable long-term returns for shareholders.

The awards were granted in the form of nil-cost options. The maximum LTIP awards for the 2023 financial year are 200% of salary for the Group CEO and 150% of salary for the Group CFO.
The quantum awarded to employees below Board level is based on an appropriate cascade. The values of the awards granted to the Executive Directors are detailed in the following table.

Name

Tom Greenwood

Manjit Dhillon

Role

Group CEO

Group CFO

Award type

Conditional

Base salary
£’000

628.0

392.5

Face value of 2023 LTIP award

% of base salary

200%

150%

£’000

1,256.0

588.8

Nil-cost options
granted1

1,118,543

524,317

1 Calculated using a reference share price of £1.12289, equal to the arithmetic average of the closing prices on the London Stock Exchange during fourth quarter of 2022.

The 2023 LTIP awards are expected to vest in March 2026, subject to performance conditions measured over a three-year period from 1 January 2023 to 31 December 2025. Each
performance condition for the LTIP is assessed independently. In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard comprising quantifiable performance
measures was introduced to align long-term incentives with the Company’s Sustainable Business Strategy. The scorecard incorporates three equally weighted performance targets related
to digital inclusion (see pages 22–24), environmental impact (see pages 25–29) and diversity (see pages 30–33).

In accordance with the Policy, awards are subject to a two-year holding period post vest, making a five-year vesting and holding period in total. Malus and clawback apply.

The 2023 LTIP award performance conditions and targets are set out in the following table.

Performance measure

Purpose

Definition

Weighting

Threshold 25% vesting

Target

Maximum 100% vesting

Adjusted EBITDA1 per
share 3-year CAGR
FY22–FY25

Measure of profitability

Adjusted EBITDA on a per share basis.

ROIC1 % in FY25

Measure of efficiency

ROIC is calculated as annualised portfolio
free cash flow divided by invested capital.

Relative TSR

Measure of shareholder
value creation

Helios Towers plc’s TSR relative to the FTSE
250 Index, excluding financial services and
investment trusts, based on the average
TSR over a three-month period immediately
prior to the start and end of the
performance period.

Impact scorecard

Measure of progress
against targets included in
the Company’s Sustainable
Business Strategy

Scorecard components:
– Environment: emissions per tenant2
– Diversity: % female staff
– Digital inclusion: Population coverage4

30%

20%

20%
6.7%
6.7%
6.7%

Straight-line vesting
between threshold and
maximum.

14%

At least the median
of the peer group

Straight-line vesting
between threshold and
maximum.

Ranked in upper
quartile of the peer
group

(7%)
28%
+2.5% CAGR

Straight-line vesting
between threshold and
maximum.

(17%)3
32%
+6% CAGR

1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Reduction from 2022 levels.
3 Correction to previous disclosure: the emissions per tenant maximum 100% vesting target of -17% reflects the maximum target approved by the Committee in March 2023 prior to the publication of the 2022 Annual Report and the grant of the 2023
LTIP award. The corrected maximum target is more stretching than the -12% maximum target previously disclosed on pages 112 and 134 of the 2022 Annual Report. Vesting continues to be on a straight-line basis between threshold and maximum,
making the corrected range more challenging for LTIP participants than previously disclosed.
Increase from 2022 levels.

2022 annual bonus deferral
As reported in 2022 Directors’ Remuneration Report and in accordance with the Policy to defer 50% of any bonus received above target, since the 2022 bonus outcomes for the Executive
Directors were below target, the 2022 bonuses awarded to the Group CEO, Group CFO and former CEO were paid in cash with no deferral in shares.

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Directors’ Remuneration Report continued

Changes to scheme interests during the year
In relation to outstanding scheme interests that were previously granted, there were no changes to the number of shares and/or share options granted or offered, nor the main conditions for
the exercise of the rights, including the exercise price and date and any change thereof, during the financial year ended 31 December 2023.

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 2023 and 31 December 2022.

As disclosed on page 135 of the 2022 Annual Report, Non-Executive Director fees increased by 20% with effect from 1 April 2023. This was the first fee increase since the inaugural Policy was
approved at the AGM in April 2020 and reflects the increased time commitment that the Chair and Non-Executive Directors are being asked to dedicate to the Company due to the rise in
governance demands, and as a result of the increased scale of the business following our expansion into four new markets during the past three years.

The Chair of the Board only receives an annual fee (i.e. no additional fees for serving on Committees).

In line with the Policy whereby Independent Non-Executive Directors are entitled to additional fees if they are required to perform any specific and additional services, Non-Executive
Directors serving on the Technology Committee, established in October 2022, received additional fees from 1 April 2023. Similarly, Non-Executive Directors serving on the Sustainability
Committee, established in May 2023, received additional fees from 1 May 2023. Additional fees received for serving on these two newly established Committees are commensurate with
those received for serving on the Audit and Remuneration Committees, reflecting the increased responsibilities and time commitment required for these additional services. Directors do
not receive fees for serving on the Nomination Committee.

In May 2023, Magnus Mandersson was appointed as Deputy Chair and relinquished his role as Senior Independent Non-Executive Director to Alison Baker. Pursuant to these appointments
and with effect from 1 May 2023, Magnus and Alison receive an additional annual fee equal to £20,400 for these roles. Unchanged from previous years, Sally Ashford received an annual fee
of £17,000 for her role as the designated Non-Executive Director for workforce engagement.

Non-Executive Directors representing certain legacy institutional shareholders do not receive fees.

Name

Board position/role

Committee Chair

Committee Member

Sir Samuel Jonah

Chair

Nomination

Remuneration

Magnus Mandersson

Deputy Chair2

Technology3

Audit, Nomination

Alison Baker

Richard Byrne

Sally Ashford4

Senior Independent Non-Executive Director2 Audit

Remuneration

Independent Non-Executive Director

Remuneration Audit, Technology3

Independent Non-Executive Director

Remuneration, Sustainability3, Nomination

Carole Wamuyu Wainaina Independent Non-Executive Director

Sustainability3 Audit, Nomination

Temitope Lawani

Non-Executive Director

Helis Zulijani-Boye5

Non-Executive Director

Nomination

Technology3

2023

Benefits1
£’000

–

Fixed
fees
£’000

276.0

113.6

111.9

106.0

102.6

92.4

–

Total
fees
£’000

Fixed
fees
£’000

276.0

240.0

113.6

111.9

106.0

102.6

92.4

–

85.5

68.5

–

2022

Benefits1
£’000

–

Total
fees
£’000

240.0

85.5

68.5

–

1 No taxable benefits were paid to the Non-Executive Directors during the year.
2 New role effective from 1 May 2023.
3 Newly established Committee positions for which Independent Non-Executive Directors received additional fees in 2023.
4 Sally Ashford’s figures include an annual fee of £17,000 per year for her role as the designated Non-Executive Director for workforce engagement.
5 On 9 March 2022, Helis Zulijani-Boye, a Managing Director of Newlight Partners LP, was appointed as a Non-Executive Director replacing David Wassong who resigned from the Board. David Wassong did not receive any fees while serving as a

Non-Executive Director.

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Directors’ Remuneration Report continued

Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of the Directors and connected persons in shares owned outright or vested, as of 31 December 2023. There have been no changes in the Directors’
shareholdings and share interests between 31 December 2023 and the publication of this report.

To ensure close alignment with shareholder interests, the shareholding requirements for the Group CEO and Group CFO are 200% and 150% of salary respectively. The Group CEO met this
requirement as of 31 December 2023, holding 744% of salary1. The Group CFO assumed his role on 1 January 2021 and, under the Policy, has five years to attain the shareholding requirement.
As of 31 December 2023, the Group CFO held shares with a value equivalent to 63% of salary1; however, he has the right to sell the majority of these shares under the shareholding
requirement policy (other than deferred bonus shares and vested options subject to performance) because they were attained prior to his appointment as Group CFO.

1 Calculated as the sum of shares held outright, deferred bonus shares, legacy incentive plan options and vested options subject to performance, multiplied by the closing price on the London Stock Exchange on 31 December 2023 (£0.89) and

divided by base salary.

Director

Shares owned outright

Deferred bonus shares1
(unvested)

Legacy incentive plan options2
(vested)

Options subject to performance3

Options subject to performance4

(vested)

(unvested)

Total interest

(shares and options)

Executive Directors

Tom Greenwood, Group CEO

Manjit Dhillon, Group CFO

Non-Executive Directors

Sir Samuel Jonah

Magnus Mandersson

Alison Baker

Richard Byrne

Sally Ashford

Carole Wamuyu Wainaina

Temitope Lawani

Helis Zulijani-Boye

4,951,494

160,825

–

45,578

782,286

–

31,096

13,187

–

49,653

265,526

53,304

2,283,218

1,207,884

–

7,531,334

1,484,853

–

45,578

782,286

–

50% of any bonuses awarded for above-target performance are deferred in shares for three years.

1
2 Legacy incentive plan nil-cost options that have vested and are exercisable.
3 Nil-cost options received from vested LTIP awards.
4 The 2021, 2022 and 2023 LTIP awards granted in March 2021, April 2022 and May 2023 respectively.

Payments to past Directors (audited)
Kash Pandya, former CEO and former Non-Executive Deputy Chair, retired and stood down from the Board during the financial year ended 31 December 2022. In accordance with the
previous Policy, his unvested 2021 LTIP award was prorated to a maximum 383,983 nil-cost options (from 809,319 initially granted) to reflect the proportion of the vesting period elapsed to
the end of his notice period, with unchanged vesting dates. The 2021 LTIP award concluded its performance period on 31 December 2023 and will vest in March 2024. In accordance with the
formulaic 58.5% vesting outcome shown on page 111, Kash will receive 224,646 nil-cost options on the vesting date with an estimated value of £161k1. Post vest, the two-year holding period for
LTIP awards continues to apply.

In accordance with the previous Policy, Kash retained his deferred bonus share awards following his retirement with unchanged vesting dates. 50% of the annual bonus received above target
in respect of the financial year ended 31 December 2020 was deferred in shares for three years. As a result, Kash will receive 22,064 shares with a value of £16k1 when the deferral period ends
in March 2024.

1 Estimated based on the Company’s average closing share price on the London Stock Exchange during the fourth quarter of the 2023 financial year (£0.71475).

Payments for loss of office (audited)
There were no payments for loss of office during the financial year ended 31 December 2023 (2022: £929k1).

1 Kash Pandya, former CEO and Non-Executive Deputy Chair, retired and stepped down from the Board in 2022. The 2022 figure shown is lower than the previously reported figure (£971k) which estimated the vesting value of Kash’s 2020 LTIP

award using the average closing share price during the fourth quarter of 2022 (£1.12289). The 2022 figure shown values Kash’s vested 2020 LTIP award using the opening share price on the vesting date (£1.034 on 24 March 2023).

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Application of the Remuneration Policy in 2024
Base salary
The Board has decided to increase the Executive Directors’ salaries by 3% compared to an
average nominal increase of 3.8%1 for the wider UK workforce. Effective from 1 April 2024,
Tom Greenwood and Manjit Dhillon’s salaries will increase to £647,000 and £404,500
respectively.

The annual base salaries for the Executive Directors are shown in the following table.
The Committee will continue to review salaries annually going forward.

Name

Tom Greenwood

Manjit Dhillon

Role

Group CEO

Group CFO

Base salary £’000

Before 1 April 2024

From 1 April 2024

628.0

392.5

647.0

404.5

1 Current view based on an ongoing wider workforce pay review to be completed in March 2024.

Pension
In accordance with Provision 38 of the Code, Executive Directors receive a pension
contribution equal to 9% of base salary, in line with the wider workforce.

Benefits
Executive Directors are eligible for 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 2024 financial year and in accordance with the 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
conditions measured over the 2024 financial year. They are calculated on a straight-line basis
between threshold and target performance, and target and maximum performance.

50% of bonus amounts earned above target will be deferred in shares for a three-year period.

Name

Tom Greenwood

Manjit Dhillon

Role

Group CEO

Group CFO

Annual bonus (% of base salary)

Threshold
performance

Target
performance

Maximum
performance

100%

75%

175%

150%

The bonus performance conditions for the 2024 financial year are set out in the following
table. The Committee approved the targets in March 2024, but they are deemed to be
commercially sensitive; they will therefore be disclosed in full in next year’s Directors’
Remuneration Report, at around the time when the bonuses are paid.

The 2024 annual bonus will include an additional financial performance measure, Free Cash
Flow as defined in the management cash flow table on page 70. It measures the cash flow
generation available for capital providers and/or future investments. The Committee
believes this new measure will appropriately incentivise the Executive Directors and the
wider workforce to achieve the Company’s target to be free cash flow neutral for the 2024
financial year.

115

Performance measure

Weighting

Rationale for inclusion as a performance measure

Adjusted EBITDA1
(financial)

50%

Portfolio free cash flow1
(financial)

20%

Free cash flow2
(financial)

Network performance
(non-financial)

Strategic projects
(non-financial)

International standards
(non-financial)

10%

7.5%

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.

Measures 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.

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 is a key operational performance
measure. It is a measure of uptime of the site network
relative to levels specified in our customer service-level
agreements.

Achievement of certain strategic initiatives identified
for implementation during the financial year.

Implementing and maintaining internationally
recognised systems and processes, measured by the
retention of our four ISO accreditations, as well as
extending accreditations to new markets; ISO 9001
(Quality Management), ISO 14001 (Environmental
Management), ISO 27001 (Information Security), ISO
45001 (Occupational Health & Safety) and ISO 37001
(Anti-Bribery Management).

1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Defined in the management cash flow table on page 70.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

Long-Term Incentive Plan awards
In March 2024, the Committee approved the performance conditions and targets for the 2024 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 2024 LTIP awards are expected to be granted during the year in the form of nil-cost options. The Committee intends to calculate the number of options granted using the Company’s
average closing share price on the London Stock Exchange during the fourth quarter of the previous financial year, being £0.71475 in Q4 2023.

The maximum LTIP awards granted for the 2024 financial year are 200% and 150% of salary for the Group CEO and the Group CFO respectively. The quantum awarded to senior employees
below Board level is based on an appropriate cascade. The Committee considered the grant price compared to the prior year and concluded that it would not be appropriate to reduce the
level of award on grant in light of the strong financial and operational performance delivered during 2023, with record tenancy additions driving the Company’s fastest rate of organic growth
and ROIC expansion since the IPO. The Committee has the flexibility to adjust the awards on vesting if the formulaic outcome is not considered to be an appropriate reflection of performance
delivered (including for windfall gains).

The 2024 LTIP awards will vest in March 2027, subject to performance conditions which will be measured over a three-year performance period between 1 January 2024 and 31 December
2026. Each performance condition is assessed independently.

In addition to Adjusted EBITDA per share, ROIC and relative TSR, an impact scorecard condition is included to align incentives with the Company’s Sustainable Business Strategy. The
scorecard incorporates three equally weighted performance targets related to digital inclusion (see pages 22–24), environmental impact (see pages 25–29) and diversity (see pages 30–33).

In accordance with the Policy, the awards will be subject to a two-year holding period post vest, making a five-year vesting and holding period in total. Malus and clawback apply. The values
of the awards to be granted to the Executive Directors are set out in the following table.

Name

Tom Greenwood

Manjit Dhillon

Role

Group CEO

Group CFO

Award type

Conditional

The following table details the 2024 LTIP award performance measures, their weightings and their vesting target ranges.

Performance measure

Purpose

Definition

Adjusted EBITDA1 per share
3-year CAGR FY23–FY26

Measure of profitability

Adjusted EBITDA on a per share basis.

ROIC1
% in FY26

Relative TSR

Measure of efficiency

ROIC is calculated as annualised portfolio free
cash flow divided by invested capital.

Measure of shareholder
value creation

Helios Towers plc’s TSR relative to the FTSE 250
Index, excluding financial services and
investment trusts, based on the average TSR
over a three- month period immediately prior to
the start and end of the performance period.

Impact scorecard

Measure of progress
against ESG targets included
in the Company’s Sustainable
Business Strategy

Scorecard components:
– Environment: emissions per tenant2
– Diversity: % female staff
– Digital inclusion: Population coverage3

Weighting

30%

20%

20%
6.7%
6.7%
6.7%

Face value of 2024 LTIP award

Base salary
£’000

647.0

404.5

% of
base salary

200%

150%

£’000

1,294.0

606.8

Threshold
25% vesting

Target

Maximum
100% vesting

Straight-line vesting
between threshold and
maximum.

14%

Ranked at least the
median of the peer
group.

Straight-line vesting
between threshold and
maximum.

Ranked in upper
quartile of the
peer group

(7%)
28%
+2.5% CAGR

Straight-line vesting
between threshold and
maximum.

(17%)
32%
+6% CAGR

1 Defined in the Alternative Performance Measures section on pages 64–66.
2 Reduction from 2023 levels.
Increase from 2023 levels.
3

116

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023

Directors’ Remuneration Report continued

Non-Executive Directors’ fees
It is important that the Company can offer a competitive fee to the Chair and Non-Executives
given the scarcity of relevant skills in a specialised and international industry. The Chair and
Non-Executive Directors’ fees will increase by 3% effective from 1 April 2024 and are
summarised in the following table. Fees will continue to be reviewed annually.

Engagement with the workforce
During the year, collectively our Group CEO, Group CFO, Executive Committee members and
several board members visited all markets, taking the opportunity to talk to colleagues, and
holding roundtables with each local team to discuss their plans for growth. Non-Executive
Directors visited operating companies including DRC, South Africa and Oman.

Position/role

Chair of the Board

Independent Non-Executive Director fee

Non-Executive Director fee1

Additional fee for Deputy Chair

Additional fee for Senior Independent Director

Additional fee for Board Committee Chair2

Additional fee for Committee membership2

Fees £’000

Before 1 April 2024

From 1 April 2024

288.0

72.0

–

20.4

10.2

296.5

74.0

–

21.0

10.5

1 Relates to the Non-Executive Directors representing certain legacy institutional shareholders: Temitope Lawani (Lath)

and Helis Zulijani-Boye (Quantum).

2 Excludes the Chair and members of the Nomination Committee for which there are no Director fees.

Non-Executive Directors are entitled to an additional fee if they are required to perform
any specific additional services. Sally Ashford’s additional annual fee for her role as the
designated Non-Executive Director for workforce engagement will increase by 3% from
£17,000 to £17,500, effective from 1 April 2024.

The aggregate Non-Executive Directors’ fees remain within the cap for Directors’ fees
permitted under our Articles of Association.

Magnus Mandersson, Deputy Chair, will not seek re-election as a Director of the Company
and will formally step down at the close of the AGM on 25 April 2024. A process to appoint
a new Non-Executive Director is underway.

Other remuneration items
Engagement with shareholders
In Q1 2023, the Remuneration Committee Chair, Richard Byrne, wrote to the Company’s
pre-IPO shareholders and its 20 largest post-IPO active shareholders to set out and request
feedback on the Committee’s intentions including with regards to the Remuneration Policy,
exercising discretion to adjust 2020 LTIP vesting levels, amending 2021 LTIP target ranges,
and increases to Non-Executive Director fees which had remained unchanged since the
inaugural Policy was approved at the 2020 AGM.

In total, shareholders representing more than 80% of the Company’s shareholder base were
contacted. Upon request, Richard had discussions with individual shareholders to respond
to questions and provide further clarification. The communication to shareholders was also
shared with several prominent shareholder proxy advisors and comments received were
been taken into consideration by the Committee.

The Policy and the 2022 Directors’ Remuneration Report were approved by shareholders at
the 2023 AGM with ‘votes for’ representing 96.6% and 81.5% of total votes cast respectively.

The Company holds regular Group-wide town halls, strategy days and OpCo team meetings
to maintain regular engagement with our teams and to further embed its Sustainable
Business Strategy. This year the Company introduced functional off-site meetings to further
reinforce collaboration across markets, and leadership training is developing a pipeline of
leaders within the Group and enhancing overall Company performance.

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 in Group and operating companies, including an engagement
session with new colleagues in Oman. The sessions involve 1-to-1 meetings with Managing
Directors, Heads of Functions and local HR to understand positive areas as well as areas for
improvement. Feedback included strengthening processes and promoting training which
have been captured in the action plan for 2024.

The women’s mentoring circle was launched in 2023, with Non-Executive Directors Alison
Baker, Sally Ashford, Carole Wainaina and Group Director, People, Organisation and
Development, Doreen Akonor, acting as mentors and hosting discussions with colleagues
on career and personal development.

The Board and senior management continue to work on addressing other key areas of
feedback from the 2022 Employee Engagement Survey to further improve employees’
experience of working with Helios Towers. Sally will continue her workforce engagement
activities during 2024, including considering wider workforce pay conditions and
remuneration practices.

HT SharingPlan: the all-employee share-based incentive scheme
In its third year of operation, the Board granted HT SharingPlan awards during 2023,
enabling all employees to continue to receive an element of remuneration linked to the
performance of the Helios Towers plc share price. With the continued aim of creating an
inclusive culture that promotes our ‘One Team, One Business’ vision in all our countries,
each employee was granted awards with the same value and on identical terms, regardless
of their role or location.

The Board granted free awards in the form of notional shares that track the value of Helios
Towers plc’s ordinary shares. The 2023 Award was granted with a three-year vesting period,
subject to continued employment and good leaver provisions.

The Board thanks shareholders for approving the HT Global Share Purchase Plan in 2021,
which has enabled us to grant awards equally to all employees. In line with the Policy,
Executive Directors do not participate in the HT SharingPlan.

Dilution limits
The Company’s employee share plans are subject to dilution limits that are aligned to market
practice and the Investment Association’s Principles of Remuneration. Awards cannot be
granted if the cumulative number of shares issued, or committed to be issued, under
employee share plans exceeds 10% of the ordinary share capital of the Company in any
ten-year rolling period. An equivalent 5% dilution limit applies to discretionary employee
share plans.

117

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

Percentage change in remuneration of Directors, versus employee average
The following table shows the year-on-year percentage change in Directors’ remuneration compared to that of the Company’s employees in respect of the financial years 2020 through 2023.
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 13% year-on-year salary increase in 2023 reflects the full-year impact of the increase to his salary from £440,000 to £600,000 when he was appointed as Group CEO
(from Group COO previously) on 28 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.

The 15–35% range of fee increases for the Chair and Non-Executive Directors reflects (i) a 20% nominal fee increase effected from 1 April 2023, being the first fee increase since the inaugural
Policy was approved in April 2020 and reflecting the increased time commitment that the Chair and Non-Executive Directors are being asked to dedicate to the Company due to the rise in
governance demands, and as a result of the increased scale of the business since the IPO in 2019; (ii) additional fees received by certain Non-Executive Directors for serving on the two
recently established Technology and Sustainability Committees, such fees being commensurate with those received for serving on the Audit and Remuneration Committees to reflect the
increased responsibilities and time commitment required for providing these additional services; and (iii) Magnus Mandersson’s appointment as Deputy Chair (no net fee impact) and
Alison Baker’s appointment as Senior Independent Non-Executive Director (additional annual fee of £20,400 effected from 1 May 2023).

Director

Tom Greenwood1

Manjit Dhillon3

Samuel Jonah

Magnus Mandersson4

Alison Baker4

Richard Byrne4

Sally Ashford4

Carole Wamuyu Wainaina4

Temitope Lawani5

Helis Zulijani-Boye5

Helios Towers plc employees6

Group employees7

YoY % increase/(decrease) in 2023 vs. 2022

YoY % increase/(decrease) in 2022 vs. 2021

YoY % increase/(decrease) in 2021 vs. 2020

YoY % increase/(decrease) in 2020 vs. 2019

Salary/fees

+13%

+5%

+15%

+33%

+31%

+24%

+20%

+35%

–

n/a

+9%

Taxable
benefits

+10%

(50%)

Bonus

Salary/fees

+53%

+38%

+25%

+5%

Taxable
benefits

+24%2

n/a

–

n/a

+12%

n/a

+22%

–

n/a

+6%

–

n/a

+9%

Bonus

Salary/fees

+36%

(5%)

–

n/a

+4%

+24%

n/a

–

+2%

–

n/a

+3%

Taxable
benefits

+42%2

n/a

–

n/a

+22%

Bonus

Salary/fees

+20%

n/a

–

n/a

+3%

–

n/a

–

+10%

n/a

–

n/a

+3%

Taxable
benefits

+5%

n/a

–

n/a

–

n/a

+10%

Bonus

(16%)

n/a

–

n/a

–

n/a

+8%

1 Tom Greenwood’s % salary and bonus increases in 2023 vs. 2022 are explained above and primarily relate to changes in pay conditions when he was appointed as Group CEO during 2022, a 4.7% salary increase effected in April 2023 and higher

annual bonus outcomes in 2023 compared to 2022. Tom’s % increase in 2022 reflects the change to his salary from 28 April 2022 when he was appointed as Group CEO (from Group COO previously). Tom’s % increase in 2021 reflects the change to
his salary from 1 January 2021 following his appointment as Group COO (from Group CFO previously).

2 Restated from the previously reported figure of +14% in 2022 (vs. 2021) and +17% 2021 (vs. 2020). The restated figures include personal accident and illness insurance in respect of the 2021 and 2022 financial years. The increase in taxable benefits

in 2022 was also due to an increase in worldwide medical insurance premiums paid in US Dollars, combined with Sterling exchange rate movements.

3 Manjit Dhillon was appointed Group CFO on 1 January 2021; comparable prior year information is not available before this date. Manjit did not receive any benefits in 2021, therefore the 2022 year-on-year increase is not measurable.
4 Fee increases for the Non-Executive Directors in 2023 are explained above and relate to the first increase in Director fees, effected on 1 April 2023, since the inaugural Policy was approved by shareholders in April 2020, and additional fees received

for increased Board and Committee responsibilities. The 2% year-on-year increase to fees earned in 2021 relates to additional fees for committee memberships that began in March 2020. 12 months of these additional fees were earned in 2021
compared to 10 months in 2020. Sally Ashford and Carole Wamuyu Wainaina were appointed to the Board of Directors during 2020; comparable prior year information is not available.

5 Non-Executive Directors representing legacy institutional shareholders: Temitope Lawani (Lath) and Helis Zulijani-Boye (Quantum, previously represented by David Wassong) do not receive remuneration for their Directorship roles on the Board.
6 Helios Towers plc, the parent company of the Group, did not have any employees during the financial years presented.
7 Median percentage increase for eligible employees of Helios Towers Group companies where comparable prior year information is available for individual employees. Employee eligibility for salary increases during the ordinary course annual salary

review and annual bonus depends on several factors including employment start date, individual performance and recent off-cycle salary changes.

118

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Directors’ Remuneration Report continued

Total shareholder return performance graph
The following graph shows the TSR of the Company relative to the FTSE 250 Index, from
18 October 2019, when the Company’s shares were admitted to trading on the Main Market
of the London Stock Exchange, to 31 December 2023. The FTSE 250 is considered an
appropriate comparator for Helios Towers because the Company has been a constituent
of the index since December 2019.

Total shareholder return vs. FTSE 250

160

140

120

129.3

100

108.7

140.7

121.3

125.2

103.8

100.2

86.8

108.3

72.8

Dec 19

Dec 20

Helios Towers (HTWS)

Dec 21
FTSE 250 total return

Dec 22

Dec 23

Source: Datastream from Refinitiv (rebased to 100)

Relative importance of expenditure on pay
The following table shows the Company’s expenditure on pay compared to shareholders’
distributions by way of dividend and share buyback. The 21% year-on-year increase in total
employee pay in 2023 reflects an increase in the number of employees in 2023 versus 2022,
primarily as a result of the acquisitions in Malawi and Oman that completed during 2022, as
well as staff pay increases during 2023.

Distributions to shareholders

Total employee pay

2023
US$m

–

41.5

2022
US$m

Year-on-year
% change

–

34.4

–

+21%

CEO pay ratio and gender pay gap
With fewer than 250 UK employees, Helios Towers is not required at this stage to report
or disclose our ratio of CEO to median employee pay, or gender pay gap information.

However, the Committee fully supports the focus on wider workforce pay and conditions,
and is committed to take this into consideration when making decisions on executive
remuneration. We are also mindful of shareholder expectations to promote fair and equal
treatment of male and female employees in relation to remuneration, ensuring employees
receive equal pay for performing the same job to the same standards. In the interest of
transparency, the Company has voluntarily disclosed gender pay gap information on its
website at heliostowers.com/join-us/diversity-inclusion/.

We regularly review pay rates throughout the Group and will keep our approach to disclosing
a pay ratio and/or gender pay gap information, under review over the coming years.

119

Historic CEO remuneration
The following table shows the CEO’s remuneration since admission to the London Stock
Exchange on 18 October 2019.

2023

2022

2021

2020

2019

CEO single figure total remuneration (£’000)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO

1,673

1,419
865

1,420

1,323

2921

Annual bonus (% of maximum opportunity)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO

LTIP vesting (% of maximum opportunity)
Tom Greenwood, Group CEO
Kash Pandya, Former CEO

70%

59%

55%
56%

60%
–

62%

64%

74%

–

1 The single figure of total remuneration for 2019 relates to the period from 18 October 2019 to 31 December 2019.

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), Paul Barrett (General Counsel
and Company Secretary) and Doreen Akonor (Group Director, People, Organisation and
Development) attended certain meetings at the Committee’s invitation.

During 2023, the Committee retained PwC to provide independent advice on remuneration
matters. PwC was appointed to support the Company in the design of the Directors’
Remuneration Policy prior to the IPO and was retained as Remuneration Committee advisor
following the IPO. PwC is a member of the Remuneration Consultants’ Group and, as such,
operates voluntarily under its Group Code of Conduct in relation to executive remuneration
consulting in the UK. The Committee was satisfied that the advice provided by PwC was
independent and objective.

The firm also acted as tax adviser to the Company during the 2023 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 2023, amounted to £96,815.
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 2024.

Approval
This report has been approved by the Board of Directors and is signed on its behalf by:

Richard Byrne
Chair, Remuneration Committee
13 March 2024

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Other statutory information

The Directors of Helios Towers plc present their Annual Report and audited Financial
Statements for the year ended 31 December 2023.

Additional disclosures
This section, together with the Strategic Report, Governance Report, and Directors’
Remuneration Report on pages 02–119 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 Listing Rule (LR) 9.8.6R.

As per LR 9.8.6R(8), the Company’s TCFD disclosures are explained in the Strategic Report
on pages 57–62. No disclosures are required by the Company pursuant to LR 9.8.4R, except
for LR 9.8.4R (4), (12) and (13) as noted below.

The Directors’ Report, together with the Strategic Report on pages 02–63 constitute the
management report for the purposes of rule 4.1.8R of the Disclosure Guidance and Transparency
Rules (the ‘DTR’). The Strategic Report and the Governance Report on pages 02-119 constitute
the Corporate Governance Statement for the purposes of DTR 7.2.1R to 7.2.11R.

Climate-related disclosures

Strategic Report

Future developments

Strategic Report

Section 172(1) Statement

Governance Report

02–63

82-83

Engagement with stakeholders

Strategic and Governance Reports

06, 84–85

Principal risks and uncertainties

Risk management and principal risks

51–56

Internal control and risk
management systems

Risk management and
Audit Committee Report

Viability Statement

Strategic Report

2018 UK Corporate Governance
Code compliance

Directors’ interests

Governance Report

Remuneration Report

51, 99–100

114

Long-term incentive plans

Remuneration Report

111–112, 116

Directors’ Responsibility Statement

Statement of Directors’ Responsibilities

123

Operations and performance
Results
Results for the year ended 31 December 2023 are set out in the detailed Financial Review
on pages 67-71 and the Financial Statements on pages 124–173.

Dividends
The Directors do not intend to pay a final dividend for the year ended 31 December 2023.

Activities in research and development
The Company undertook no activities in research and development during the year ended
31 December 2023.

Branches outside the UK
The Company has no branches outside the UK.

Articles of Association
The Articles of Association set out the internal regulation of the Company and cover such
matters as the rights of shareholders, the appointment and removal of Directors and the
conduct of the Board and general meetings. The Articles of Association may be amended in
accordance with the provisions of the Companies Act 2006 by way of a special resolution of
the Company’s shareholders. The Company’s Articles of Association were last amended and
approved by shareholders at the 2022 AGM and can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/.

Annual General Meeting
The Company’s AGM will be held on Thursday 25 April 2024 at 10.00 am at Linklaters,
One Silk Street, London, EC2Y 8HQ. The Chair, and the Audit and Remuneration 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 23 April 2024. A copy of the 2024 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
The names, biographical details and Committee memberships of the Directors are set out on
pages 75–76 and on the Company’s website at heliostowers.com/who-we-are/leadership/
board-of-directors/.

Financial instruments, financial risk
management objectives and policies

Going concern

Subsequent events

Financial Statements: Note 26

Financial Statements: Note 2(a)

Financial Statements: Note 32

159–163

136–137

166

Appointment and replacement of Directors
The Company’s Articles of Association set out the rules on the appointment and replacement
of Directors. The Directors have the power to remove another Director by ordinary resolution
and elect another person in his or her place. The Articles of Association require that all
Directors be elected by shareholders at the AGM following their appointment to the Board.
All Directors are required to retire at each AGM in accordance with Provision 18 of the Code.

Powers of the Directors
The Company’s Articles of Association set out the powers of the Directors and allow the
Board to exercise those powers.

120

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Other statutory information continued

Directors’ and Officers’ liability insurance and indemnities
To the extent permitted by English law and the Articles of Association, the Company
indemnifies each Director against legal actions that may arise as a result of that Director’s
positions within the Group. Each UK subsidiary company also indemnifies its Directors.
All indemnities given are ‘qualifying indemnity provisions’ as defined in s236 of the Companies
Act 2006. The Company maintains Directors’ and Officers’ liability insurance in respect of legal
actions brought against directors and officers as a result of their positions within the Group.

Shareholders and share capital
Share capital
Helios Towers plc is a public company limited by shares, incorporated in England and Wales,
and has a premium listing on the London Stock Exchange (LSE). The Company’s issued share
capital is set out in Note 18 to the Financial Statements and consists of one class of share of
1p nominal value, which carries no right to fixed income. Each share carries the right to one
vote at general meetings of the Company.

As at 31 December 2023, the Company’s issued share capital comprised 1,050,500,000
ordinary shares of £0.01 each, all with voting rights.

Authority to purchase own shares
The Company has the authority, pursuant to the 2023 AGM, to make market purchases of
its own shares of up to 105,050,000 ordinary shares of £0.01 each, representing 10% of its
issued share capital as at the date of the Notice of the 2023 AGM. This authority, which was
not exercised during 2023 or to the date of this report, will expire at the conclusion of the
2024 AGM, when the Directors will propose that the authority is renewed.

Rights, restrictions and transfer of shares
The rights attaching to the Company’s shares, restrictions and any variation of rights are
set out in the Articles of Association, which can be found on the Company’s website at
heliostowers.com/investors/corporate-governance/documents/.

Shares held by the EBT
The Company has established the EBT in connection with the Company’s share plans, which
holds treasury shares (as described in Note 18 to the Financial Statements) on trust for the
benefit of employees of the Group. The trustee of the EBT (the Trustee) may vote or abstain
from voting in respect of the Company’s shares held unallocated in the EBT. In respect of any
allocated shares, unless the Company requests otherwise, the Trustee must seek voting
directions from beneficial holders of the shares and vote in accordance with any directions
received (or otherwise abstain from voting).

In accordance with good practice, unless the Company directs otherwise, the Trustee will
waive its entitlement to receive any dividends above a maximum of one pence in aggregate
in respect of shares which are the beneficial property of the EBT.

Major shareholders
The Company had not been advised of any notifiable interests (whether directly or
indirectly held) in its voting rights, in accordance with DTR 5, between 1 January 2023 and
31 December 2023. The Company has not received any notifications of any changes to this
up to the date of this report.

Stakeholders and policies
Modern Slavery statement
The Company has approved, signed and published on its website its Modern Slavery and
Human Trafficking Statement in accordance with the Modern Slavery Act 2015. The
Statement can be found on the Company’s website at heliostowers.com/modern-slavery-
statement/.

Anti-Discrimination policy
The Company’s Anti-Discrimination Policy applies to all Group employees, as well as
contractors, consultants and any other workers, and adopts a zero-tolerance approach to any
unlawful discrimination when a person is harassed or treated arbitrarily or differently due to a
relevant protected characteristic. The Company encourages its entire workforce to report
any instance of discrimination that they witness or which comes to their attention. The Policy
makes it clear that selection for employment, promotion, training or any other benefit will be
on the basis of aptitude and ability only. The Policy is reviewed periodically to take account of
legislative changes.

Significant agreements
The Company is required to disclose any significant agreements that take effect, alter or
terminate on a change of control of the Company following a takeover bid.

The Company has committed debt facilities and has issued US$650 million senior bonds and
US$300 million unsecured convertible bonds, all of which are directly or indirectly subject to
change of control provisions, albeit neither the facilities, the senior bonds nor the convertible
bonds necessarily require mandatory prepayment on a change of control and the convertible
bonds are not automatically converted on a change of control.

The Shareholders’ Agreement, details of which are set out on page 88, will terminate either if:
(i) the shares of the Company cease to be listed on the premium listing segment of the
Official List and traded on the London Stock Exchange; (ii) no founding shareholder holds 3%
or more of the shares of the Company; or (iii) there is only one founding shareholder who
holds 3% or more of the shares in the Company and none of Quantum Strategic Partners, Ltd,
Lath Holdings, Ltd or Millicom Holding B.V. holds 10% or more of the shares of the Company.

121

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Other statutory information continued

Political donations and expenditure
The Company made no donations to any political party or other political organisation
during the year. The Company has the authority, pursuant to the 2023 AGM, to make political
donations not exceeding £50,000 and incur political expenditure not exceeding £50,000 in
total. Further details of this authority can be found in the Notice of the 2023 AGM. This
authority, which was not exercised during 2023 or to the date of this report, will expire at the
conclusion of the 2024 AGM, when the Directors will propose that the authority is renewed.

Employee share plans
The Company’s shareholders approved the HT UK Share Purchase Plan and HT Global Share
Purchase Plan (together the ‘HT SharingPlan’) at its 2022 AGM. The Board made one new
award under the HT SharingPlan in 2023 to all colleagues, as noted on page 117.

Auditor and audit information
External auditor
A resolution to reappoint Deloitte LLP as external auditor will be proposed at the 2024 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 13 March
2024 and signed on its behalf by:

Paul Barrett
General Counsel and Company Secretary
Helios Towers plc
Company Number 12134855

122

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Statement 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.

Company law requires the Directors to prepare Financial Statements for each financial year.
Under this law, the Directors are required to prepare the Group Financial Statements in
accordance with United Kingdom adopted international accounting standards.

The Directors have elected to prepare the Company Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (UK GAAP), which is the United
Kingdom Accounting Standards and applicable law, including the Financial Reporting
Standard Applicable in the UK and Republic of Ireland (FRS 102). Under company law, the
Directors must not approve the accounts unless they are satisfied that they give a true and
fair view of the state of affairs of the Company, and of the profit and loss of the Company for
that period.

Directors’ responsibility statement under the UK Corporate Governance Code
In accordance with Provision 27 of the 2018 UK Corporate Governance Code, the Directors
consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced
and understandable and provides information to enable shareholders to assess the
Company’s performance, business model and strategy.

Responsibility Statement
Each of the Directors whose names are listed on pages 75–76 confirm that to the best of their
knowledge:

– the Group Financial Statements, prepared in accordance with the relevant financial

reporting framework, give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group and Company and the undertakings included in the
consolidation taken as a whole;

In preparing the parent company’s Financial Statements, the Directors are required to:

– the Strategic Report includes a fair review of the development and performance of the

– select suitable accounting policies and then apply them consistently;

– make judgements and accounting estimates that are reasonable and prudent;

– state whether applicable UK Accounting Standards have been followed, subject to any

material departures disclosed and explained in the Financial Statements; and

– prepare the Financial Statements on the going concern basis unless it is inappropriate to

presume that the company will continue in business.

In preparing the Group Financial Statements, International Accounting Standard 1 requires
that Directors:

– properly select and apply accounting policies;

business, the position of the Company, and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that
they face; and

– the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the
Company’s position and performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 13 March 2024
and is signed on its behalf by:

– present information, including accounting policies, in a manner that provides relevant,

reliable, comparable and understandable information;

Tom Greenwood
Group Chief Executive Officer

Manjit Dhillon
Group Chief Financial Officer

– provide additional disclosures when compliance with the specific requirements in

international accounting standards are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity’s financial
position and financial performance; and

– make an assessment of the Company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Company, and enable them to ensure that the Financial
Statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and, therefore, for taking reasonable steps for the
prevention and detection of fraud and other irregularities.

The Directors are also responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.

123

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023FINANCIAL
STATEMENTS

125 Independent auditor’s report
to the members of Helios
Towers plc

132 Consolidated Income

Statement

132 Consolidated Statement of

Other Comprehensive Income

124

133 Consolidated Statement
of Financial Position

134 Consolidated Statement
of changes in Equity

135 Consolidated Statement

of Cash Flows

136 Notes to the Consolidated
Financial Statements

167 Company Statement

of Financial Position

167 Company Statement

of Changes in Equity

168 Notes to the Company
Financial Statements

172 List of subsidiaries

173 Officers, professional advisors
and shareholder information

174 Glossary

Independent auditor’s report to the members of Helios Towers plc

3. Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:
– Recoverability of trade receivables;
– Valuation of uncertain tax positions; and
– Impairment of goodwill and other intangible assets.

Within this report, key audit matters are identified as follows:

Report on the audit of the Financial Statements
1. Opinion

In our opinion:

– the Financial Statements of Helios Towers plc (the ‘Company’) and its subsidiaries

(the ‘Group’) give a true and fair view of the state of the Group’s and of the Company’s
affairs as at 31 December 2023 and of the Group’s loss for the year then ended;

– the Group Financial Statements have been properly prepared in accordance with

United Kingdom adopted international accounting standards;

– the 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

Materiality

of the Companies Act 2006.

Scoping

Significant changes
in our approach

We have audited the Financial Statements which comprise:

– the Consolidated Income Statement;
– the Consolidated Statement of Other Comprehensive Income;
– the Consolidated and Company Statements of Financial Position;
– the Consolidated and Company Statements of Changes in Equity;
– the Consolidated Statement of Cash Flows;
– the Statement of compliance and presentation of Financial Statements; and
– the related notes to the Consolidated Financial Statements 1 to 31 and notes to the

Company Financial Statements 1 to 8.

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
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 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 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 Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

125

Newly identified

Increased level of risk

Similar level of risk

Decreased level of risk

The materiality that we used for the Group Financial Statements
was US$11.6m (2022: US$8.5m) which was determined
based on a combination of 1.6% (2022: 1.5%) of revenue and
3.1% (2022: 3.0%) of Adjusted EBITDA (as defined in note 4)
benchmarks based on the Group Financial Statements.

We have performed a full scope audit on the Group’s key trading
entities in Democratic Republic of the Congo (“DRC”), Oman,
Senegal and Tanzania. We have audited specified balances within
the Group’s trading entities in Republic of the Congo, Ghana,
Madagascar, Malawi and South Africa, as well as specified balances
within certain financing/head office entities. The balances and
legal entities not covered by our audit scope were subject to
analytical procedures. On this basis, our audit coverage was
92% of Group revenue (2022: 87%), 85% of Group Adjusted
EBITDA (2022:85%) and 91% of Group net assets (2022: 79%).

In the current year, we included one new key audit matter, the
impairment of goodwill and other intangible assets. This reflects
the increased focus on possible impairment of goodwill and other
intangible assets following material additions to these balances
arising from a number of acquisitions in recent years, and the
performance of underlying businesses acquired since acquisition.

The valuation of acquired intangibles at initial recognition is no longer
a key audit matter as there were no acquisitions in the current year.

Revenue recognition is no longer a key audit matter as there
have been no material new or modified contracts in the year.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Independent auditor’s report to the members of Helios Towers plc continued

5.1. Recoverability of receivables

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.

Key audit matter
description

Our evaluation of the directors’ assessment of the Group’s and Company’s ability to continue
to adopt the going concern basis of accounting included:

– Obtaining an understanding of the relevant controls over the Group’s forecasting process;
– Assessing the Group’s financing facilities including the nature of facilities, their repayment

terms and covenants;

– Challenging the linkage of the forecasts to the Group’s business model and medium-term

strategy, including considering its commitments in response to climate change;

– Assessing key assumptions used in the forecasts and sensitised forecasts, the amount

of headroom, and performing further sensitivity analysis;

– 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 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 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.

How the scope of
our audit
responded to the
key audit matter

Trade receivables balance comprises amounts payable by MNOs and
other wireless operators and represents revenues that have previously
been recognised within the income statement or as deferred income.
IFRS 9 Financial Instruments (“IFRS 9”) requires the Group to record
an impairment against receivable balances (expected credit loss
(“ECL”) provision) based on forward-looking information. As at
31 December 2023, the Group had recognised trade receivables
totalling US$145.2m (2022: US$80.5m). The Group has recorded an
expected credit loss provision of US$5.4m (2022: US$5.8m) against
these receivables.

We have identified a key audit matter in respect of the recoverability
of receivable balances where there is evidence of liquidity issues or a
dispute with the customer.

Refer to note 2(a), 22 and the report of the Audit Committee on
page 96 of the annual report.

In responding to this key audit matter, we performed the following
procedures:

– obtained an understanding of the Group’s controls relevant to

the identification of receivables at risk of default, assessing their
recoverability and appropriate level of ECL;

– identified receivables which may be disputed or may not be

recoverable based on an analysis of aged items and discussions
with Group and local management;

– agreed a sample of the debtors balances outstanding as at year end
to evidence of cash received since year-end, to the extent collected;
– obtained confirmations of material debtors’ balances and a sample
of others, and where these differed we tested reconciling items,
analysed subsequent cash receipts and tested open invoices as at
year end to assess any remaining differences;

– assessed the Group’s provision estimates for ECL and any
impairment of receivables for compliance with IFRS 9; and

– assessed the disclosures in respect of material judgements made

against the requirements of IFRS 9.

Key observations We concluded that the estimates of provisions for ECL and

impairment of receivables are reasonable and appropriately
disclosed in the financial statements.

In relation to the reporting on how the Group has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the Financial Statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern
are described in the relevant sections of this report.

5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the Financial Statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on the overall audit strategy, the allocation
of resources in the audit, and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the Financial Statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

126

Independent auditor’s report to the members of Helios Towers plc continued

5. Key audit matters (continued)

5.2. Valuation of uncertain tax positions

Key audit matter
description

How the scope of
our audit
responded to the
key audit matter

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 by local tax authorities, the findings of which could result in
the imposition of fines and penalties. There is often estimation uncertainty
associated with valuing uncertain tax positions (“UTPs”) and contingent
liabilities in these jurisdictions and we therefore consider this to be a key
audit matter, as the range of possible outcomes of the investigations and
inspections can be wide. These judgements can be complex as a result of
the considerations required over multiple tax laws and regulations, and in
the current year included consideration of ongoing tax audits in certain
subsidiaries, where the estimated tax charge depends on uncertain
interpretation and application of tax law.

Refer to notes 2(a), 10, 19 and the report of the Audit Committee on
page 96.

In responding to this key audit matter, we performed the following
procedures:

– obtained an understanding of the Group’s controls relevant to the
assessment of required provisions in respect of tax investigations
and inspections and valuation of the UTPs;

– engaged tax specialists in the UK and in the relevant jurisdictions to
assist in assessing the technical treatment of UTPs and provisions
and the directors’ related judgements;

– held discussions with Group and local management and local tax

advisors to further understand current and historic UTPs;

– assessed communication between the Group and the relevant tax
authorities for all components whose tax balances are in scope,
including for the post year end period;

– tested the tax provision workings and considered whether these
had been calculated in accordance with the applicable laws and
regulations of the relevant jurisdiction;

– assessed the Group’s overall UTP provision and tax-related

contingent liabilities estimates in the context of the Group’s track
record of resolving these in the past and considered whether there
was any contradictory evidence; and

– assessed the completeness and accuracy of disclosures related to

tax valuation made in the annual report.

Key observations We concluded that the tax provisions held by the Group were

reasonable. We are satisfied that tax-related contingent liabilities and
uncertainties are complete and appropriately disclosed in the financial
statements.

127

5.3. Impairment of goodwill and other intangible assets !

Key audit matter
description

Acquisitions in recent years have resulted in material customer
relationship intangible assets and goodwill being recognised in the
financial statements. At 31 December 2023, total intangible assets
were US$546.4m, of which US$40.7m was goodwill, US$489.6m
customer relationships and US$16.1m other intangible assets.

How the scope of
our audit
responded to the
key audit matter

IAS 36 Impairment of Assets (“IAS 36”) requires an annual impairment
test for goodwill, and an annual impairment indicators assessment for
other non-current assets. This involves estimating the recoverable
amount for all Cash Generating Units (CGUs). The estimation of the
recoverable amount for CGUs requires material assumptions around
forecast revenue growth, costs, discount rates and terminal
growth rate.

We identified the impairment of goodwill and other intangible assets
as a key audit matter due to the size of the balances following recent
acquisitions, the level of complexity and judgement involved in
estimating the recoverable amount, and the potential sensitivity of
the impairment conclusion to changes in certain assumptions. Based
on these factors, our work was focussed on the Oman and
Madagascar CGUs.

Refer to notes 2(a), 31 and the report of the Audit Committee on page 96.

In responding to this key audit matter, we performed the following
procedures:

– obtained an understanding of the Group’s controls relevant to the
estimation and review of the assumptions used in the impairment
assessment;

– challenged management’s assessment of impairment indicators for
customer relationships intangible assets by reviewing the current
performance of each significant customer and comparing to
previous forecasts;

– reviewed the Group’s methodology for performing impairment

testing against the requirements of IAS 36;

– assessed the Group’s historical forecasting accuracy by comparing

previous forecasts to actual results for the relevant periods;
– reviewed publicly available market reports, new contracts and

evidence of customer commitments to new sites and tenancies to
evaluate the assumptions used;

– assessed the capital costs included in the cash flow forecasts for
consistency with the requirements of IAS 36 and for consistency
with the Group’s stated climate related commitments;

– challenged whether changes in assumptions from those used in

previous forecasts were reasonable;

– with the assistance of our valuation specialists, assessed the

assumptions applied in the calculation of the WACC rates and
benchmarked to comparable companies;

– performed sensitivity analysis on the key assumptions relative to the

calculated headroom;

– performed a stand-back analysis and considered whether the

forecasts and underlying assumptions were reasonable including
whether there was any indication of management bias;

– assessed the disclosures made against the requirements of IAS 36

and IAS 1 Presentation of Financial Statements.

Key observations We concluded that the Group’s impairment conclusions were reasonable

and appropriately disclosed in the financial statements.

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

Company Financial Statements

Materiality

US$11.6m (2022: US$8.5m).

Basis for
determining
materiality

Materiality has been determined as a
combination of 1.6% (2022: 1.5%) of
revenue and 3.1% (2022: 3.0%) of
Adjusted EBITDA (as defined in note
4) benchmarks derived from the
Group Financial Statements.

Materiality US$ 14.0m
(2022: US$13.9m).

Company materiality used in our
audit has been determined as 1%
(2022: 1%) of net assets. For
balances that form part of the
Group financial statements this is
capped at 40% (2022: 40%) of
Group materiality, US$4.6m
(2022: US$3.4m).

Rationale for
the
benchmark
applied

We believe that 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 Company acts principally as a
holding company and therefore net
assets is a key measure for this entity.

14%

6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit
differences in excess of US$580,000 (2022: US$425,000), 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, the majority 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.

The Group’s operating companies in the Democratic Republic of Congo, Oman, Senegal and
Tanzania were in full audit scope for the current year. We performed specified audit
procedures on the other operating companies. Our component materiality ranged from
US$2.6m to US$4.6m (2022: US$2.2m to US$3.6m).

Based on this approach, audit coverage over revenue was 92% (2022: 87%), Adjusted EBITDA
85% (2022: 85%) and net assets 91% (2022: 79%):

15%

Revenue

17%

Adjusted
EBITDA

Net assets

45%

78%

46%

68%

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% (2022: 70%) of Group
materiality.

70% (2022: 70%) of Company materiality.

Basis and rationale
for determining
performance
materiality

In determining performance materiality, we considered:

– the Group’s overall control environment; and
– the low level of uncorrected misstatements identified in previous periods.

Full audit scope

Speciﬁed audit procedures

Review at group level

7.2. Our consideration of the control environment
In order to assess appropriateness of the controls over the financial reporting and revenue IT
systems, we engaged our IT audit specialists to evaluate controls over change management,
user access and segregation of duties. 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 tested and were able to rely on manual controls over revenue (including accrued and
deferred amounts at the period end).

128

7. An overview of the scope of our audit (continued)
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 and the impact on the Group’s Financial Statements.
As explained on page 144 the key areas considered in the consolidated Financial Statements
were 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. Our procedures included
reading the Strategic Report, including commentary about the Group’s climate change
commitments and the TCFD disclosures to consider whether they are materially consistent with
the Financial Statements and our knowledge obtained in our audit work, particularly our work
on the Group’s impairment and going concern cash flow forecasts.

7.4. Working with other auditors
Because of the level of centralisation in the operations of the Group, as described in section
7.1, the audits of all components were led by the Group audit team, with limited use of local
audit teams to assist us in specific areas where local presence and/or knowledge was
important, such as inventory counts, fixed asset verifications and assessment of uncertain
tax positions. We exercised close supervision and oversight of 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 team briefings, planning meetings and component risk

assessments as relevant to their work; and

– reviewing working papers prepared by local audit teams and related deliverables

submitted to us.

As part of our oversight procedures, this year we visited three full scope components (DRC,
Oman and Tanzania) and we have continued to communicate frequently with our local audit
teams throughout the audit process, such as conducting meetings with local audit teams via
video conferencing.

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 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 Company or to cease operations, or have
no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is
located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.

129

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 202311.2. Audit response to risks identified
As a result of performing the above, we identified impairment of goodwill and other
intangible assets as a key audit matter related to the potential risk of fraud. The key audit
matters section of our report explains the matter in more detail and also describes the
specific procedures we performed in response to this key audit matter. In addition to the
above, and based on input from our forensic specialists, our procedures to respond to fraud
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, the directors, the 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;

– Reviewed output from the Group’s whistleblowing hotline; and
– In addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members including internal specialists and significant component
audit teams, and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.

Independent auditor’s report to the members of Helios Towers plc continued

11. Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.

11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations, we considered the following:

– The nature of the industry and sector, control environment, geographical locations, and
business performance including the design of the Group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels, performance targets and potential for
bribery and kickbacks;

– Results of our enquiries of management, internal 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 telecommunication 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, IT, and forensic specialists
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
assessment for impairment of goodwill and other intangible assets. 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.

130

Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006

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.

In our opinion the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.

We have nothing to report in this regard.

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 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 72;

– 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 72;

– the directors’ statement on fair, balanced and understandable set out on page 99;
– the board’s confirmation that it has carried out a robust assessment of the emerging

and principal risks set out on page 51;

– the section of the annual report that describes the review of effectiveness of risk

management and internal control systems on pages 99–100; and

– the section describing the work of the audit committee set out on page 99.

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 Company, or returns adequate

for our audit have not been received from branches not visited by us; or

– The Company Financial Statements are not in agreement with the accounting records

and returns.

We have nothing to report in respect of these matters.

131

15. Other matters which we are required to address
15.1. Auditor tenure
The Company was incorporated on 1 August 2019. We were appointed on 1 October 2019 by
the directors to audit the Financial Statements for the period ended 31 December 2019 and
subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments is 5 years, covering the years ended 31 December
2019 to 31 December 2023.

However, we were appointed on 18 November 2010 for other Group entities (including the
former parent company Helios Towers Ltd) to audit the Financial Statements for the year
ended 31 December 2010. Following a competitive tender process, we were reappointed to
audit the Financial Statements for the period ending 31 December 2022 and subsequent
financial periods. The period of total uninterrupted engagement including previous renewals
and reappointments is therefore 14 years, covering the years ended 31 December 2010 to
31 December 2023.

15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are
required to provide in accordance with ISAs (UK).

16. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter
3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic
Format Annual Financial Report filed on the National Storage Mechanism of the FCA in
accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over
whether the Electronic Format Annual Financial Report has been prepared in compliance
with DTR 4.1.15R – DTR 4.1.18R.

Bevan Whitehead FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
13 March 2024

Consolidated Statement of Other Comprehensive Income
For the year ended 31 December

Loss after tax for the year
Other comprehensive (loss)/gain:
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations
Cash flow reserve (loss)/gain
Total comprehensive loss for the year, net of tax

Total comprehensive loss attributable to:
Owners of the Company
Non-controlling interests

Total comprehensive loss for the year

2023
US$m

2022
US$m

(111.8)

(171.4)

(1.8)
(14.7)
(128.3)

(117.1)
(11.2)

(128.3)

(5.5)
–
(176.9)

(176.4)
(0.5)

(176.9)

The accompanying Notes form an integral part of these Financial Statements.

Revenue
Cost of sales

Gross profit

Administrative expenses
Gain/(loss) on disposal of property, plant and equipment

Operating profit

Interest receivable
Other gains and (losses)
Finance costs

Loss before tax

Tax expense

Loss after tax for the year

Loss attributable to:

Owners of the Company
Non-controlling interests

Loss for the year

Loss per share:
Basic loss per share (cents)
Diluted loss per share (cents)

Note

8
24
9

2023
US$m

721.0
(450.4)

270.6

(127.6)
3.1

146.1

1.3
(6.1)
(253.5)

(112.2)

0.4

2022
US$m

560.7
(365.9)

194.8

(114.1)
(0.4)

80.3

1.8
(51.4)
(193.2)

(162.5)

(8.9)

(111.8)

(171.4)

(100.1)
(11.7)

(111.8)

(171.5)
0.1

(171.4)

29
29

(10)
(10)

(16)
(16)

All activities relate to continuing operations.

The accompanying Notes form an integral part of these Financial Statements.

132

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Note

11
12
13
10
26

14
15
16
17

18
18

20
25
18

Financial Statements

Consolidated Statement of Financial Position
As at 31 December

Assets

Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax asset
Derivative financial assets

Current assets
Inventories
Trade and other receivables
Prepayments
Cash and cash equivalents

Total assets

Equity and liabilities
Equity
Share capital
Share premium
Other reserves
Convertible bond reserves
Share-based payments reserves
Treasury shares
Translation reserve
Retained earnings

Equity attributable to owners

Non-controlling interest

Total equity

1 Restatement on finalisation of acquisition accounting; see note 31 page 166

133

2023
US$m

546.4
918.3
254.0
13.6
6.3

2022
US$m
(Restated)1

Liabilities

Current liabilities
Trade and other payables
Short-term lease liabilities
Loans

575.2
907.9
226.5
18.7
2.8

1,738.6

1,731.1

12.7
297.2
42.6
106.6

459.1

14.6
228.1
45.7
119.6

408.0

Non-current liabilities
Deferred tax liabilities
Long-term lease liabilities
Derivative financial liabilities
Loans
Minority interest buyout liability

Total liabilities

2,197.7

2,139.1

Total equity and liabilities

Note

19
21
20

21
26
20

2023
US$m

301.7
35.5
37.7

374.9

25.9
203.9
14.6
1,612.6
4.3

1,861.3

2,236.2

2,197.7

2022
US$m
(Restated)1

239.4
34.1
19.9

293.4

50.1
191.9
–
1,551.7
2.7

1,796.4

2,089.8

2,139.1

The accompanying Notes form an integral part of these Financial Statements.

These Financial Statements were approved and authorised for issue by the Board on
13 March 2024 and signed on its behalf by:

Tom Greenwood

Manjit Dhillon

13.5
105.6
(101.7)
52.7
25.5
(1.8)
(56.9)
(105.2)

(68.3)

29.8

(38.5)

13.5
105.6
(87.0)
52.7
23.2
(1.1)
(93.5)
(5.1)

8.3

41.0

49.3

Balance at 1 January 2022

Loss for the year
Other comprehensive loss

Total comprehensive loss for the year

Transactions with owners:
Issue of share capital
Non-controlling interests
Share-based payments
Buyout obligation liability

Balance at 31 December 2022

Loss for the year
Movement in cash flow hedge reserve
Other comprehensive loss

Total comprehensive loss for the year

Transactions with owners:
Share-based payments
Transfer of treasury shares
Translation of hyperinflationary results

30
25

Share
premium
US$m

Other
reserves
US$m

Treasury
shares
US$m

Share-based
payments
reserves
US$m

Convertible
bond
reserves
US$m

Translation
reserve
US$m

Retained
earnings
US$m

Attributable to
the owners
of the
Company
US$m

Non–
controlling
interest (NCI)
US$m

Note

Share
capital
US$m

13.5

105.6

(87.0)

(1.1)

19.6

52.7

(88.6)

153.3

168.0

–
–

–

–
–
–
–

–
–

–

–
–
–
–

–
–

–

–
–
–
–

–
–

–

–
–
–
–

–
–

–

–
–
3.6
–

–
–

–

–
–
–
–

–
(4.9)

(4.9)

–
–
–
–

13.1
–
–
–

(171.5)

–

(4.9)

(171.5)

(176.4)

13.5

105.6

(87.0)

(1.1)

23.2

52.7

(93.5)

(5.1)

–
–
–

–

–
–
–

–

–
–
–

–
(14.7)
–

(14.7)

–
–
–

–

–
(0.7)
–

(1.8)

–
–
–

–

1.6
0.7
–

25.5

–
–
–

–

–
–
–

–
–
(2.3)

(2.3)

–
–
38.9

(100.1)
–
–

(100.1)

–
–
–

Total
equity
US$m

168.0

(171.4)

(5.5)

(176.9)

13.1
48.1
3.6
(6.6)

49.3

(111.8)
(14.7)
(1.8)

(128.3)

1.6
–
38.9

–

0.1

(0.6)

(0.5)

–
48.1
–
(6.6)

41.0

(11.7)
–
0.5

(11.2)

–
–
–

13.1
–
3.6
–

8.3

(100.1)
(14.7)
(2.3)

(117.1)

1.6
–
38.9

Balance at 31 December 2023

13.5

105.6

(101.7)

Share-based payments reserves relate to share options awarded. See Note 25.

52.7

(56.9)

(105.2)

(68.3)

29.8

(38.5)

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 which arose on Group reorganisation in 2019 and is the difference between the carrying value of the net assets acquired and the
nominal value of the share capital and the cash flow hedge reserve.

The accompanying Notes form an integral part of these Financial Statements.

134

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Consolidated Statement of Cash Flows
For the year ended 31 December

Cash flows from operating activities
Loss for the year before tax
Adjustments for:
Other gains and (losses)
Finance costs
Interest receivable
Depreciation and amortisation
Share-based payments and long-term incentive plans
(Loss)/Gain on disposal of property, plant and equipment

Operating cash flows before movements in working capital

Movement in working capital:
(Increase) in inventories
(Increase) in trade and other receivables
(Increase) in prepayments
Increase in trade and other payables

Cash generated from operations
Interest paid
Tax paid

Net cash generated from operating activities

Note

2023
US$m

2022
US$m

(112.2)

(162.5)

24
9
8
11–13
25

6.1
253.5
(1.3)
219.0
3.7
(3.1)

365.7

(3.1)
(88.1)
(5.1)
49.1

318.5
(150.4)
(20.9)

147.2

51.4
193.2
(1.8)
178.5
4.5
0.4

263.7

(3.3)
(79.0)
(2.0)
13.8

193.2
(121.8)
(20.3)

51.1

Note

2023
US$m

2022
US$m

Cash flows from investing activities
Payments to acquire property, plant and equipment
Payments to acquire intangible assets
Acquisition of subsidiaries (net of cash acquired)
Proceeds on disposal of property, plant and equipment
Interest received

Net cash used in investing activities

Cash flows from financing activities
Transactions with non-controlling interests
Loan drawdowns
Loan issue costs
Repayment of loan
Repayment of lease liabilities

Net cash generated/(used in) from financing activities

Net (decrease) in cash and cash equivalents

Foreign exchange on translation movement
Cash and cash equivalents at 1 January

Cash and cash equivalents at 31 December

(191.6)
(4.8)
–
(0.3)
0.9

(195.8)

–
489.6
(12.1)
(401.8)
(32.5)

43.2

(5.4)

(7.6)
119.6

106.6

(244.4)
(3.4)
(135.6)
0.1
1.8

(381.5)

11.8
280.6
(7.2)
(341.0)
(18.8)

(74.6)

(405.0)

(4.3)
528.9

119.6

The accompanying Notes form an integral part of these Financial Statements.

135

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Profit or loss and each component of other comprehensive income are attributed to the
owners of the Company and to the non-controlling interests. Total comprehensive income
of the subsidiaries is attributed to the owners of the Company and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.

Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring
the accounting policies used in line with the Group’s accounting policies.

All intra-Group assets and liabilities, equity, income, expenses and cash flows relating to
transactions between the members of the Group are eliminated on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity
therein. Those interests of non-controlling shareholders that have present ownership
interests entitling their holders to a proportionate share of net assets upon liquidation may
initially be measured at fair value or at the non-controlling interests’ proportionate share of
the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on
an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at
fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the
amount of those interests at initial recognition plus the non-controlling interests’ share of
subsequent changes in equity.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are
accounted for as equity transactions. The carrying amount of the Group’s interests and the
non-controlling interests are adjusted to reflect the changes in their relative interests in the
subsidiaries. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to the owners of the Company.

Going concern
The Directors believe that the Group is well placed to manage its business risks successfully,
despite the current uncertain economic outlook in the wider economy. The Group’s forecasts
and projections, taking account of possible changes in trading performance, show that the
Group should remain adequately liquid and should operate within the covenant levels of its
debt facilities (Note 20).

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023

1. Statement of compliance and presentation of financial statements
Helios Towers plc (the ‘Company’), together with its subsidiaries (collectively, ‘Helios’, or the
‘Group’), is an independent tower company, with operations across nine countries. Helios
Towers plc is a public limited company incorporated and domiciled in the UK, and registered
under the laws of England & Wales under company number 12134855 with its registered
address at 10th Floor, 5 Merchant Square West, London, W2 1AS, United Kingdom. In
October 2019, 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 and entities controlled by the Company are disclosed on page 172. The
principal accounting policies adopted by the Group are set out in Note 2. These policies have
been consistently applied to all periods presented.

2(a). Accounting policies
Basis of preparation
The Group’s Financial Statements are prepared in accordance with International Financial
Reporting Standards as adopted by the United Kingdom (IFRSs), taking into account IFRS
Interpretations Committee (IFRS IC) interpretations and those parts of the Companies Act
2006 applicable to companies reporting under IFRS.

The Financial Statements have been prepared on the historical cost basis, except for the
revaluation of certain financial instruments that are measured at fair value at the end of each
reporting period and for the application of IAS 29 ‘Financial Reporting in Hyperinflationary
Economies’ for the Group’s entities reporting in Ghanaian Cedi. The Financial Statements are
presented in United States Dollars (US$) and rounded to the nearest hundred thousand
(US$0.1 million) except when otherwise indicated. Comparatives are updated where appropriate.

The principal accounting policies adopted are set out below.

Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company
and entities controlled by the Company (its subsidiaries) made up to 31 December each year.
Control is achieved when the Company:

– has the power over the investee;

– is exposed, or has rights, to variable return from its involvement with the investee; and

– has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary
and ceases when the Company loses control of the subsidiary. Specifically, the results of
subsidiaries acquired or disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the date the Company
gains control until the date when the Company ceases to control the subsidiary.

136

2(a). Accounting policies (continued)
Going concern (continued)
As part of their regular assessment of the Group’s working capital and financing position,
the Directors have prepared a detailed trading and cash flow forecast for a period which
covers at least 12 months after the date of approval of the Consolidated Financial Statements,
together with sensitivities and a ‘reasonable worst case’ stress scenario. In assessing the
forecasts, the Directors have considered:

– trading and operating risks presented by the conditions in the operating markets;

– the impact of macroeconomic factors, particularly inflation, interest rates and foreign

exchange rates;

– climate change risks and initiatives, including the Group’s Project 100 initiative;

– the availability of the Group’s funding arrangements, including loan covenants and

non-reliance on facilities with covenant restrictions in more extreme downside scenarios;

– the status of the Group’s financial arrangements;

– progress made in developing and implementing cost reduction programmes, climate

change considerations and initiatives and operational improvements; and

– mitigating actions available should business activities fall behind current expectations,

including the deferral of discretionary overheads and other expenditures.

In particular for the current year, the Directors have considered the impact of energy prices
and the broader inflationary environment in some of the Group’s operations. Our expansion
over the last few years has resulted in us having US$38.5m of net liabilities at year end,
primarily driven by the depreciation on acquired assets and financing costs associated with
those acquisitions. As we lease-up those assets over the next few years, we expect the
liability position to reverse. Our net current assets at year end remain strong at US$84.2m.

Based on the foregoing considerations, the Directors continue to consider it appropriate to
adopt the going concern basis of accounting in preparing the Consolidated Financial
Statements.

New accounting policies in 2023
In the current financial year, the Group has adopted the following new and revised Standards,
Amendments and Interpretations. Their adoption has not had a material impact on the
amounts reported in these Financial Statements:

– IFRS 17: Insurance contracts, Amendments to IAS 8: Definition of Accounting Estimates,

Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction and Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of
Accounting Policies.

Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred in a business combination in accordance with IFRS 3 Business Combinations
(IFRS 3) is measured at fair value, which is calculated as the sum of the acquisition-date fair
values of assets transferred by the Group, liabilities incurred by the Group to the former
owners of the acquiree and the equity interest issued by the Group in exchange for control
of the acquiree. The identifiable assets, liabilities and contingent liabilities (identifiable net
assets) are recognised at their fair value at the date of acquisition. Acquisition-related costs
are expensed as incurred and included in administrative expenses.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are
recognised at their fair value at the acquisition date, except that:

– uncertain tax positions and deferred tax assets or liabilities and assets or liabilities related

to employee benefit arrangements are recognised and measured in accordance with IAS 12
Income Taxes and IAS 19 Employee Benefits respectively;

– liabilities or equity instruments related to share-based payment arrangements of the
acquiree or share-based payment arrangements of the Group entered into to replace
share-based payment arrangements of the acquiree are measured in accordance with
IFRS 2 Share-Based Payments at the acquisition date (see below); and

– assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5

Non-current Assets Held for Sale and Discontinued Operations are measured in
accordance with that Standard.

When the Group acquires a business, it assesses the financial assets and liabilities assumed
for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as at the acquisition date. Goodwill is
initially measured at cost, being the excess of the aggregate of the consideration transferred,
the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer’s
previously held equity interest in the acquired (if any) over the net of the fair values of
acquired assets and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the gain is recognised in profit or loss. Goodwill is
capitalised as an intangible asset with any subsequent impairment in carrying value being
charged to the consolidated statement of profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting
period in which the combination occurs, the Group reports provisional amounts for the items
for which the accounting is incomplete. Those provisional amounts are adjusted during the
measurement period (a period of no more than 12 months), or additional assets or liabilities
are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised
as of that date.

137

2(a). Accounting policies (continued)
When the consideration transferred by the Group in a business combination includes a
contingent consideration arrangement, the contingent consideration is measured at its
acquisition date fair value and included as part of the consideration transferred in a
business combination. Changes in fair value of the contingent consideration that qualify
as measurement period adjustments are adjusted retrospectively, with corresponding
adjustments against goodwill. The carrying value of contingent consideration is the
present value of those cash flows (when the effect of the time value of money is material).

Measurement period adjustments are adjustments that arise from additional information
obtained during the ‘measurement period’ (which cannot exceed one year from the
acquisition date) about facts and circumstances that existed at the acquisition date.
Subsequently, changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments are recognised in the income statement, when contingent
consideration amounts are remeasured to fair value at subsequent reporting dates.

After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. For the purpose of impairment testing, goodwill acquired in a business combination
is, from the acquisition date, allocated to the cash-generating units (CGU) that are expected
to benefit from the combination, irrespective of whether other assets or liabilities of the
acquiree are assigned to those units.

CGUs to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the CGU is less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets
of the unit pro-rata based on the carrying amount of each asset in the unit. Any impairment
loss is recognised directly in profit or loss. An impairment loss recognised for goodwill is not
able to be reversed in subsequent periods. On disposal of the relevant CGU, the attributable
amount of goodwill is included in the determination of the profit or loss on disposal.

Revenue recognition
The Group recognises revenue from the rendering of tower services provided by utilisation of
the Group’s tower infrastructure pursuant to written contracts with its customers. The Group
applies the five-step model in IFRS 15 Revenue from Contracts with Customers (IFRS 15).
Prescriptive guidance in IFRS 15 is followed to deal with specific scenarios and details of the
impact of IFRS 15 on the Group’s Consolidated Financial Statements are described below.
Revenue is not recognised if uncertainties over a customer’s intention and ability to pay
means that collection is not probable.

On inception of the contract a ‘performance obligation’ is identified based on each of the
distinct goods or services promised to the customer. The consideration specified in the
contract with the customer is allocated to a performance obligation identified based on
their relative standalone selling prices. In line with IFRS 15, the Group has one material
performance obligation, which is providing a series of distinct tower space and site services.
This performance obligation includes fees for the provision of tower infrastructure, power
escalations and tower service contracts. This is the only material performance obligation for
the Group at the balance sheet date.

Revenue from these services is recognised as the performance obligation is satisfied over
time using the time elapsed output method for each customer to measure the Group’s
progress under the contract. Customers are usually billed in advance creating deferred
income which is then recognised as the performance obligation is met over a straight-line
basis. Amounts billed in arrears are recognised as contract assets until billed.

Revenue is measured at the fair value of the consideration received or expected to be
received and represents amounts receivable for services provided in the normal course of
business, less VAT and other sales-related taxes. Where refunds are issued to customers,
they are deducted from revenue in the relevant service period.

The entire estimated loss for a contract is recognised immediately when there is evidence
that the contract is unprofitable. If these estimates indicate that any contract will be less
profitable than previously forecasted, contract assets may have to be written down to
the extent they are no longer considered to be fully recoverable. We perform ongoing
profitability reviews of our contracts in order to determine whether the latest estimates
are appropriate. Key factors reviewed include:

– transaction volumes or other inputs affecting future revenues which can vary depending

on customer requirements, plans, market position and other factors such as general
economic conditions;

– the status of commercial relations with customers and the implications for future revenue

and cost projections; and

– our estimates of future staff and third-party costs and the degree to which cost savings

and efficiencies are deliverable.

The direct and incremental costs of acquiring a contract including, for example, certain
commissions payable to staff or agents for acquiring customers on behalf of the Group, are
recognised as contract acquisition cost assets in the statement of financial position when the
related payment obligation is recorded. Costs are recognised as an expense in line with the
recognition of the related revenue that is expected to be earned by the Group; typically, this
is over the customer contract period as new commissions are payable on contract renewal.

Foreign currency translation
The individual Financial Statements of each Group company are presented in the currency
of the primary economic environment in which it operates (its functional currency). For the
purpose of the Consolidated Financial Statements, the results and financial position of
each Group company are expressed in United States Dollars (US$), which is the functional
currency of the Company, and the presentation currency for the Consolidated Financial
Statements.

In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates
of exchange prevailing on the dates of the transactions. At each reporting date, monetary
assets and liabilities that are denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value that are denominated in
foreign currencies are translated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.

For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of
the Group’s foreign operations are translated at exchange rates prevailing on the reporting
date, with the exception of the Group’s Ghanaian Cedi operations, which are subject to
hyperinflation accounting.

138

The main impacts of the aforementioned adjustments on the consolidated financial
statements are shown below.

2(a). Accounting policies (continued)
Income and expense items are translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which case the exchange rates at
the date of transactions are used. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in a separate component of equity (attributed to
non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a
foreign operation, or a disposal involving loss of control over a subsidiary that includes a
foreign operation, or a partial disposal of an interest in a joint arrangement or an associate
that includes a foreign operation of which the retained interest become a financial asset), all
of the exchange differences accumulated in a separate component of equity in respect of
that operation attributable to the owners of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation
that does not result in the Group losing control over the subsidiary, the proportionate share
of accumulated exchange differences are re-attributed to non-controlling interests and are
not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of
associates or joint arrangements that do not result in the Group losing significant influence or
joint control), the proportionate share of the accumulated exchange differences is reclassified
to profit or loss.

Hyperinflation Accounting
Ghana met the requirements to be designated as a hyperinflationary economy under IAS 29
‘Financial Reporting in Hyperinflationary Economies’ in the quarter ended 31 December 2023.
The Group has therefore applied hyperinflationary accounting, as specified in IAS 29, to its
Ghanaian operations whose functional currency is the Ghanaian Cedi.

In accordance with IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’, comparative
amounts have not been restated.

Ghanaian Cedi denominated results and non-monetary asset and liability balances for the
current financial year ended 31 December 2023 have been revalued to their present value
equivalent local currency amount as at 31 December 2023, based on an inflation index,
before translation to USD at the reporting date exchange rate of USD$1:GHS11.89.

For the Group’s operations in Ghana:

Revenue
Operating Profit
Loss before tax

Non-current assets
Equity attributable to owners of the parent

Year ended
31 December 2023
Increase/
(Decrease)
US$m

0.4
(5.8)
(14.0)

30.8
(27.6)

Financial assets
Financial assets within the scope of IFRS 9 are classified as financial assets at initial recognition,
as subsequently measured at amortised cost, fair value through other comprehensive income
(OCI), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
The Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs.

In order for a financial asset to be classified and measured at amortised cost or fair value
through OCI, it needs to give rise to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.

Financial assets at fair value through profit or loss include financial assets held for trading,
financial assets designated upon initial recognition at fair value through profit or loss, or
financial assets mandatorily required to be measured at fair value. Financial assets are
classified as held for trading if they are acquired for the purpose of selling or repurchasing
in the near term. Financial assets with cash flows that are not solely payments of principal
and interest are classified and measured at fair value through profit or loss, irrespective of
the business model. Financial assets at fair value through profit or loss are carried in the
statement of financial position at fair value with net changes in fair value recognised in the
statement of profit or loss.

– The gain or loss on net monetary assets resulting from IAS 29 application is recognised in

the consolidated income statement within other gains & losses.

At the current reporting period the Group did not elect to classify any financial instruments
as fair value through OCI.

– The Group also presents the gain or loss on cash and cash equivalents as monetary items

together with the effect of inflation on operating, investing and financing cash flows as one
number in the consolidated statement of cash flows.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e. removed from the Group’s consolidated
statement of financial position) when:

– The Group has presented the IAS 29 opening balance adjustment to net assets within

– the rights to receive cash flows from the asset have expired; or

currency reserves in equity. Subsequent IAS 29 equity restatement effects and the impact
of currency movements are presented within other comprehensive income because such
amounts are judged to meet the definition of ‘exchange differences’.

The inflation index in Ghana selected to reflect the change in purchasing power was the
consumer price index (CPI) issued by the Ghana Statistical Service, which has risen by 23.2%
to 200.5 (2022: 162.8) during the current financial year.

139

– the Group has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party.

2(a). Accounting policies (continued)
Financial liabilities
Financial liabilities within the scope of IFRS 9 are classified, at initial recognition, as financial
liabilities at fair value through profit or loss. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group’s financial liabilities include trade and other payables and loans
and borrowings.

The subsequent measurement of financial liabilities depends on their classification,
as described below:

(a) Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Gains or losses on liabilities held for trading are recognised in the statement of profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied.

(b) Financial liabilities at amortised cost
After initial recognition, interest-bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate (EIR) method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised as well as through the EIR
amortisation process. Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss.

A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit or loss.

Embedded derivatives
A derivative may be embedded in a non-derivative ‘host contract’ such as put and call options
over loans. Such combinations are known as hybrid instruments. If a hybrid contract contains
a host that is a financial asset within the scope of IFRS 9, then the relevant classification and
measurement requirements are applied to the entire contract at the date of initial recognition.
Should the host contract not be a financial asset within the scope of IFRS 9, the embedded
derivative is separated from the host contract, if it is not closely related to the host contract,
and accounted for as a standalone derivative. Where the embedded derivative is separated,
the host contract is accounted for in accordance with its relevant accounting policy, unless the
entire instrument is designated at FVTPL in accordance with IFRS 9.

Hedge Accounting
The Group’s activities expose it to the financial risks of changes in interest rates which it
manages using derivative financial instruments. The use of financial derivatives is governed
by the Group’s policies approved by the Board of Directors, which provide written principles
on the use of financial derivatives consistent with the Group’s risk management strategy. The
Group does not use derivative financial instruments for speculative purposes.

The Group designates certain derivatives as hedges of highly probable interest rate risks of
firm commitments (cash flow hedges). Derivative financial instruments are initially measured
at fair value on the contract date and are subsequently re-measured to fair value at each
reporting date. Changes in values of all derivatives of a financing nature are included within
financing costs in the income statement unless designated in an effective cash flow hedge
relationship when the effective portion of changes in value are deferred to other
comprehensive income. Hedge effectiveness is determined at the inception of the hedge
relationship, and through periodic prospective effectiveness assessments to ensure that an
economic relationship exists between the hedged item and hedging instrument.

Hedge accounting is discontinued when the hedging instrument expires or is sold,
terminated, exercised or no longer qualifies for hedge accounting. When hedge accounting
is discontinued, any gain or loss recognised in other comprehensive income at that time
remains in equity and is recognised in the income statement when the hedged transaction
is ultimately recognised in the income statement.

For cash flow hedges, when the hedged item is recognised in the income statement, amounts
previously recognised in other comprehensive income and accumulated in equity for the hedging
instrument are reclassified to the income statement. However, when the hedged transaction results
in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously
recognised in other comprehensive income and accumulated in equity are transferred from equity
and included in the initial measurement of the cost of the non-financial asset or non-financial
liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in
equity is recognised immediately in the income statement.

Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the
consolidated statement of financial position if there is a currently enforceable legal right to
offset the recognised amounts and there is an intention to settle on a net basis, or to realise
the assets and settle the liabilities simultaneously.

Leases
The Group applies IFRS 16 Leases. The Group holds leases primarily on land, buildings and
motor vehicles used in the ordinary course of business. Based on the accounting policy
applied the Group recognises a right-of-use asset and a lease liability at the commencement
date of the contract for all leases conveying the right to control the use of an identified asset
for a period of time. The commencement date is the date on which a lessor makes an
underlying asset available for use by a lessee.

The right-of-use assets are initially measured at cost, which comprises:

– the amount of the initial measurement of the lease liability;

– any lease payments made at or before the commencement date, less any lease incentives

received; and

– any initial direct costs incurred by the lessee.

After the commencement date the right-of-use assets are measured at cost less any
accumulated depreciation and any accumulated impairment losses and adjusted for any
remeasurement of the lease liability.

The Group depreciates the right-of-use asset from the commencement date to the end of the
lease term. The lease liability is initially measured at the present value of the lease payments
that are not paid at that date. These include:

– fixed payments, less any lease incentives receivable.

140

2(a). Accounting policies (continued)
The lease payments are discounted using the incremental borrowing rate at the
commencement of the lease contract or modification. Generally, it is not possible to
determine the interest rate implicit in the land and building leases. The incremental borrowing
rate is estimated taking account of the economic environment of the lease, the currency of
the lease and the lease term. The lease term determined by the Group comprises:

– non-cancellable period of lease contracts;

– periods covered by an option to extend the lease if the Group is reasonably certain to

exercise that option; and

– periods covered by an option to terminate the lease if the Group is reasonably certain not

to exercise that option.

After the commencement date the Group measures the lease liability by:

– increasing the carrying amount to reflect interest on the lease liability;

– reducing the carrying amount to reflect lease payments made; and

– remeasuring the carrying amount to reflect any reassessment or lease modifications.

Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition or production cost
less accumulated depreciation and impairment losses, if any.

Assets in the course of construction for production, supply or administrative purposes, are
carried at cost, less any recognised impairment loss. Cost includes material and labour and
professional fees in accordance with the Group’s accounting policy, and only those costs
directly attributable to bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management are capitalised. Depreciation
of these assets, on the same basis as other assets, commences when the assets are ready for
their intended use. Borrowing costs are not capitalised as assets are generally constructed in
substantially less than one year.

Freehold land is not depreciated.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives,
using the straight-line method, on the following bases:

Site assets – towers
Site assets – generators
Site assets – plant & machinery
Fixtures and fittings
IT equipment
Motor vehicles
Leasehold improvements

Up to 15 years
8 years
3–5 years
3 years
3 years
5 years
5–10 years

Directly attributable costs of acquiring tower assets are capitalised together with the towers
acquired and depreciated over a period of up to 15 years in line with the assets estimated
useful lives.

An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from continued use of the asset. Any gain or loss
arising on disposal or retirement of an item of property, plant and equipment is determined
as the difference between the sale proceeds and the carrying amount of the asset and is
recognised in profit and loss.

Intangible assets
Contract-acquired-related intangible assets with finite useful lives are carried at cost less
accumulated amortisation and accumulated impairment losses. They are amortised on a
straight-line basis over the life of the contract.

Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date (which is regarded
as their cost). Subsequent to initial recognition, intangible assets acquired in a business
combination are reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are acquired separately.

Amortisation is charged so as to write off the cost of assets over their estimated useful lives,
using the straight-line method, on the following bases:

Customer contracts
Customer relationships
Colocation rights
Right of first refusal
Non-compete agreement
Computer software and licences

Amortised over their contractual lives
Up to 30 years
Amortised over their contractual lives
Amortised over their contractual lives
Amortised over their contractual lives
2–3 years

An intangible asset is derecognised on disposal, or when no future economic benefits are
expected from use or disposal. Gains or losses arising from derecognition of an intangible
asset, measured as the difference between the net disposal proceeds and the carrying amount
of the asset, are recognised in profit or loss when the asset is derecognised. Amortisation of
intangibles is included within Administrative expenses in the Consolidated Income Statement.

Impairment of tangible and intangible assets
At each reporting date, the Directors review the carrying amounts of its tangible and
intangible assets (other than goodwill, which is tested at least annually as described above)
to determine whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount of the asset is estimated to
determine the extent of the impairment loss (if any). For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash inflows (cash-generating units – ‘CGUs’). Where the asset does not generate cash flows
that are independent from other assets, the Directors estimate the recoverable amount of the
CGU to which the asset belongs. The recoverable amount is the higher of fair value less costs
to sell and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying
amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
An impairment loss is recognised immediately in profit or loss. Any impairment is allocated
pro-rata across all assets in a CGU unless there is an indication that a class of asset should
be impaired in the first instance or a fair market value exists for one or more assets. Once an
asset has been written down to its fair value less costs of disposal then any remaining
impairment is allocated equally among all other assets.

141

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

2(a). Accounting policies (continued)
Where an impairment loss subsequently reverses, the carrying amount of the asset (CGU) is
increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (CGU) in prior years.
Reversals are allocated pro-rata across all assets in the CGU unless there is an indication
that a class of asset should be reversed in the first instance or a fair market value exists for one or
more assets. A reversal of an impairment loss is recognised in the income statement immediately.
An impairment loss recognised for goodwill is never reversed in subsequent periods.

Related parties
For the purpose of these Financial Statements, parties are considered to be related to the
Group if they have the ability, directly or indirectly to control the Group or exercise significant
influence over the Group in making financial or operating decisions, or vice versa, or where
the Group is subject to common control or common significant influence. Related parties
may be individuals or other entities.

Retirement benefit costs
Payments to defined contribution retirement benefit schemes are recognised as an expense
when employees have rendered service entitling them to the contributions. Payments made
to state-managed retirement benefit schemes are dealt with as payments to defined
contribution schemes where the Group’s obligations under the schemes are equivalent to
those arising in a defined contribution retirement benefit scheme.

Share-based payments
The Group’s management awards employee share options, from time to time, on a
discretionary basis which are subject to vesting conditions. The economic cost of awarding
the share options to its employees is recognised as an employee benefit expense in the
income statement equivalent to the fair value of the benefit awarded over the vesting period.
For further details refer to Note 25.

Inventory
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct
materials and those overheads that have been incurred in bringing the inventories to their
present location and condition. Cost is calculated using the weighted average method.

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits.
Short-term deposits are defined as deposits with an initial maturity of three months or less.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash
management are included as a component of cash and cash equivalents for the purposes of
the Statement of Cash Flows.

Interest expense
Interest expense is recognised as interest accrues, using the effective interest method,
to the net carrying amount of the financial liability.

The effective interest method is a method of calculating the amortised cost of a financial
asset/financial liability and of allocating interest income/interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts/payments through the expected life of the financial assets/financial liabilities, or,
where appropriate, a shorter period.

142

Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from
net profit as reported in the statement of profit or loss and other comprehensive income
because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by
the reporting date.

Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the Financial Statements and the corresponding
tax bases used in the computation of taxable profit, and is accounted for using the statement
of financial position liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised either for taxable temporary differences arising on
investments in subsidiaries or on carrying value of taxable assets, except where the Group is
able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in
the foreseeable future. The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax laws and rates that have been enacted
or substantively enacted at the reporting date. Deferred tax is charged or credited in the
profit or loss, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.

The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Critical judgements in applying the Group’s accounting policies
The following are the critical judgements, apart from those involving estimations (which
are dealt with separately below), that the Directors, have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts
recognised in the Financial Statements.

Revenue recognition
Revenue is recognised as service revenue in accordance with IFRS 15: Revenue from
contracts with customers. In arriving at this assessment, the Directors concluded that there
is not an embedded lease, given customer contracts provide for an amount of space on a
tower rather than a specific location on a tower. Our contracts permit us, subject to certain
conditions, to relocate customer equipment on our towers in order to accommodate other
tenants. Customer consent is usually required to move equipment, however, this should not
be unreasonably withheld. The Directors believe these substitution rights are substantive,
given the practical ability to move equipment and the economics of doing so. In applying the
requirements of IFRS 15, management makes an evaluation as to whether it is probable that
the Group will collect the consideration that it is entitled to under the contract. The amount
of revenue that the Group is contractually entitled to but has not recognised is disclosed in
Note 22.

Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and the
exposures to contingent liabilities related to pending litigations or other outstanding claims
subject to negotiated settlement, mediation, arbitration or government regulation, as well as
other contingent liabilities (see Note 27). Judgement is necessary to assess the likelihood
that a pending claim will succeed, or a liability will arise.

Recognition of deferred tax assets
The Group has material unrecognised deferred tax assets across a number of jurisdictions
(see Note 10) which have not been recognised to date due to current period tax losses,
insufficient certainty as to future taxable profits and in the context of ongoing assessments
from local tax authorities in certain jurisdictions (see Note 27). Successful resolution of such
assessments from tax authorities and greater certainty over future taxable profitability may
lead to partial recognition of currently unrecognised deferred tax assets with the next
12 months.

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

2(a). Accounting policies (continued)
Uncertain tax positions
Where required under applicable standards, provision is made for matters where
Management assess that it is probable that a relevant taxation authority will not accept the
position as filed in the tax returns, it is probable an outflow of economic benefits will be
required to settle the obligation and the amount can be reliably estimated. The Group
typically uses a weighted average of outcomes assessed as possible to determine the level
of provision required, unless a single best estimate of the outcome is considered to be more
appropriate. Assessments are made at the level of an individual tax uncertainty, unless
uncertainties are considered to be related, in which case they are grouped together.
Provisions, which are not discounted given the short period over which they are expected to
be utilised, are included within current tax liabilities, together with any liability for penalties,
which to date have not been significant. Any liability relating to interest on tax liabilities is
included within finance costs.

Share capital
Ordinary shares are classified as equity.

Treasury shares
Treasury shares represents the shares of Helios Towers plc that are held by the Employee
Benefit Trust (EBT). Treasury shares are recorded at cost and deducted from equity.

New accounting pronouncements
The following Standards, Amendments and Interpretations have been issued by the IASB and
are effective for annual reporting periods beginning on or after 1 January 2024:

– Amendments to IAS 1 ‘Classification of liabilities and Non-current liabilities with Covenants’

– Amendments to IFRS 16 ‘Lease Liability in a Sale and Leaseback’

– Amendments to IAS 7 and IFRS 7 ‘Supplier Finance Arrangements’

The Group’s financial reporting will be presented in accordance with the above new
standards from 1 January 2024. The Directors do not expect that the adoption of the above
Standards, Amendments and Interpretations will have a material impact on the Financial
Statements of the Group in future periods.

In the application of the Group’s accounting policies, which are described above, the
Directors are required to make judgements (other than those involving estimations) that have
a significant impact on the amounts recognised and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these
estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.

143

2(b). Critical accounting judgements and key sources of estimation uncertainty
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below.

Derivatives valuation
The group manages its interest rate risk using interest rate swap agreements. These are
classified as financial instruments and recognised at fair value at the reporting date. The
fair value is dependent on the future interest rate forward yield curve at the reporting date.
This can have a material impact on the fair value of the interest rate swaps between periods.
A 100 basis point movement will result in a change in value of US$19.5 million which will be
recognised either in the income statement or in other comprehensive income depending
on if hedge accounting has been applied and effective in the period.

The Directors have considered whether certain other estimates included in the financial
statements meet the criteria to be key sources of estimation uncertainty, as follows:

Impairment testing
Following the assessment of the recoverable amount of goodwill allocated to the Group’s
CGUs, to which Goodwill of US$40.7 million is allocated, the Directors consider the
recoverable amount of goodwill allocated to the operating companies to be most sensitive to
the key assumptions in the number of tenancy opportunities in the relevant markets and the
expected growth rates in these markets, future discount rates and operating cost and capital
expenditure requirements.

In the current year sensitivities have been applied to the key assumptions and the Directors
do not consider there to be a reasonable possible change that would have a material impact
to the balance sheet valuation

Provisions for litigation
Provisions and exposures to contingent liabilities related to pending litigations or other
outstanding claims subject to negotiated settlement, mediation, arbitration or government
regulation (see Note 27) are subject to estimation uncertainty. Whilst the value of open
claims across the Group is material in aggregate, based on recent experiences of closing such
cases, the resulting adjustments are generally not material and provisions held by the Group
have accurately quantified the final amounts determined. Therefore, the Directors consider
the current provisions held by the Group to be appropriate and do not anticipate a significant
risk of a material change to the amounts accrued and provided at 31 December 2023 within
the next financial year.

Uncertain tax positions
Measurement of the Group’s tax liability involves estimation of the tax liabilities arising from
transactions in tax jurisdictions for which the ultimate tax determination is uncertain. Where
there are uncertain tax positions, the Directors assess whether it is probable that the position
adopted in tax filings will be accepted by the relevant tax authority, with the results of this
assessment determining the accounting that follows. The Group uses tax experts in all
jurisdictions when assessing uncertain tax positions and seeks the advice of external
professional advisors where appropriate. The Group’s tax provision for these matters is
recognised within current tax liabilities and in the measurement of deferred tax assets as
applicable. The provision reflects a number of estimates where the amount of tax payable is
either currently under audit by the tax authorities or relates to a period which has yet to be
audited. These areas include the tax effects of change of control events, which are calculated
based on valuations of the company’s operations in the relevant jurisdictions, and
interpretation of taxation law relating to statutory tax filings by the Group.

The nature of the items, for which a provision is held, is such that the final outcome could
vary from the amounts recognised once a final tax determination is made. To the extent
the estimated final outcome differs from the tax that has been provided, adjustments will
be made to income tax and deferred tax balances held in the period the determination is
made. Whilst the value of open tax audit cases for all taxes across the Group is material in
aggregate, based on recent experiences of closing tax audit cases, the resulting adjustments
are generally not material and tax accruals and provisions held by the Group have accurately
quantified the final amounts determined. Therefore, the Directors consider the current
provisions held by the Group to be appropriate and do not anticipate a significant risk of a
material change to the amounts accrued and provided at 31 December 2023 within the next
financial year.

Climate-related matters on the financial statements
The Directors have considered the effects climate-related matters may have on the financial
statements. In particular, consideration has been given to the potential impact climate
matters may have on the carrying amount of the Group’s property plant and equipment and
inventories, the impact climate change considerations and initiatives have when assessing
forecasts as part of our going concern assessment and impairment reviews, potential
financial impact that future regulatory requirements may have on financial instruments the
Group may use or the way it assesses the recognition of assets and liabilities.

While no adjustments have been made to the carrying amount of assets and liabilities in
the current year, the Group’s forecasts reflect the Group’s planned spend in respect of
carbon-intensity reduction targets. The Directors will continue to assess the impact
climate-related matters may have on the financial position and performance of the Group
and reflect those in future financial statements.

144

3. Segmental reporting
The following segmental information is presented in a consistent format with management information considered by the CEO of each operating segment, and the CEO and CFO of the
Group, who are considered to be the chief operating decision makers (CODMs). Operating segments are determined based on geographical location. Following the Group’s recent expansion
into new countries and related internal management and reporting reorganisation, the Group’s segments are now presented on a regional rather than a country basis, with comparative
information re-presented accordingly. 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 CODMs is Adjusted EBITDA, which is defined in Note 4.

For the year to 31 December 2023

Revenue
Adjusted gross margin1
Adjusted EBITDA2
Adjusted EBITDA margin3

Financing costs
Interest costs
Foreign exchange differences
Gain on refinancing

Total finance costs

Other segmental information
Non-current assets
Property, plant and equipment additions
Property, plant and equipment depreciation and amortisation

Middle East &
North Africa

East & West Africa

Central & Southern Africa

Corporate

Group

Oman
US$m

Tanzania
US$m

57.5
77%
38.5
67%

(36.0)
(0.6)
–

(36.6)

232.5
73%
162.3
70%

(37.8)
(37.9)
–

(75.7)

Other
US$m

80.1
57%
37.5
47%

(28.3)
(31.7)
–

(60.0)

DRC
US$m

256.9
54%
123.0
48%

(54.7)
0.3
–

(54.4)

Other
US$m

94.0
62%
44.6
47%

(24.1)
(30.2)
–

(54.3)

509.4
13.1
23.2

281.9
34.2
47.8

300.3
24.2
29.1

383.4
68.1
51.7

251.6
36.3
27.8

US$m

–
–
(36.0)
–

5.7
14.0
7.8

27.5

12.0
3.0
7.4

US$m

721.0
63%
369.9
51%

(175.2)
(86.1)
7.8

(253.5)

1,738.6
178.9
187.0

1 Adjusted gross margin means gross profit, adding back site and warehouse depreciation, divided by revenue.
2 Adjusted EBITDA is loss before tax for the year, adjusted for finance costs, other gains and losses, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property,

plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Other adjusting items are material
items that are considered one-off by management by virtue of their size and/or incidence.

3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

145

3. Segmental reporting (continued)

For the year to 31 December 2022 (Represented)

Revenue
Adjusted gross margin1
Adjusted EBITDA2
Adjusted EBITDA margin3

Financing costs
Interest costs
Foreign exchange differences

Total finance costs

Other segmental information7
Non-current assets
Property, plant and equipment additions
Property, plant and equipment depreciation and amortisation

Middle East &
North Africa4

East & West Africa5

Central & Southern Africa6

Corporate

Group

Oman
US$m

Tanzania
US$m

3.6
73%
2.3
64%

(5.2)
(0.1)

(5.3)

201.4
70%
133.7
66%

(40.1)
(2.2)

(42.3)

Other
US$m

60.4
59%
29.2
48%

(21.2)
(14.3)

(35.5)

DRC
US$m

205.9
57%
104.4
51%

(52.3)
0.30

(52.0)

Other
US$m

89.4
64%
44.7
50%

(25.5)
(34.3)

(59.8)

US$m

–
–
(31.5)
–

3.3
(1.6)

1.7

US$m

560.7
63%
282.8
50%

(141.0)
(52.2)

(193.2)

519.3
125.8
1.7

318.0
53.8
52.9

327.8
66.6
21.6

343.6
76.7
53.3

218.2
40.6
21.3

4.2
2.4
6.4

1,731.1
365.9
157.2

3 Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
4 Middle East & North Africa segment reflects the Company’s operations in Oman.
5 East & West Africa segment reflects the Company’s operations in Tanzania, Senegal and Malawi.
6 Central & Southern Africa segment reflects the Company’s operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.
7 Restatement on finalisation of acquisition accounting; see Note 31, page 166.

Customer Concentration
A significant portion of our Group revenue is derived from a small number of large multinational customers (which operate across multiple segments). In the year ended 31 December 2023,
revenue from our top four MNO customers, collectively accounted for 69.7% of our revenue (2022: 75.4%).

(US$m)

Airtel Africa
Vodafone/Vodacom
Orange
Axian

Total

146

Year ended 31 December

% of Revenue

2023

197.1
154.5
77.5
73.0

502.1

2023

27.4%
21.4%
10.8%
10.1%

69.7%

2022

158.9
132.5
60.9
70.4

422.7

2022

28.3%
23.6%
10.9%
12.6%

75.4%

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

5a. Operating profit
Operating profit is stated after charging the following:

4. Reconciliation of aggregate segment Adjusted EBITDA to loss before tax
The key segment operating result used by chief operating decision makers (CODMs) is
Adjusted EBITDA which is also used as an Alternative Performance Measure for the Group
as a whole.

Management defines Adjusted EBITDA as loss before tax for the year, adjusted for finance
costs, other gains and losses, interest receivable, loss on disposal of property, plant and
equipment, amortisation of intangible assets, depreciation and impairment of property, plant
and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal
costs not capitalised, share-based payments and long-term incentive plan charges, and other
adjusting items. Other adjusting items are material items that are considered one-off by
management by virtue of their size and/or incidence.

The Group believes that Adjusted EBITDA and Adjusted EBITDA margin facilitate comparisons
of operating performance from period to period and company to company by eliminating
potential differences caused by variations in capital structures (affecting interest and finance
charges), tax positions (such as the impact of changes in effective tax rates or net operating
losses) and the age and booked depreciation on assets. The Group excludes certain items from
Adjusted EBITDA, such as loss on disposal of property, plant and equipment and other adjusting
items because it believes they are not indicative of its underlying trading performance.

Adjusted EBITDA is reconciled to loss before tax as follows:

Adjusted EBITDA

Adjustments applied to give Adjusted EBITDA
Adjusting items:

Deal costs1
Share-based payments and long-term incentive plan charges2
Other/Restructuring

Loss on disposal of property, plant and equipment
Other gains and (losses)
Depreciation of property, plant and equipment
Amortisation of intangible assets
Depreciation of right-of-use assets
Interest receivable
Finance costs

Loss before tax

2023
US$m

369.9

2022
US$m

282.8

(3.3)
(3.7)
(0.9)
3.1
(6.1)
(160.9)
(26.1)
(32.0)
1.3
(253.5)

(112.2)

(19.1)
(4.5)
–
(0.4)
(51.4)
(144.6)
(12.6)
(21.3)
1.8
(193.2)

(162.5)

Cost of inventory expensed
Auditor remuneration (see Note 5b)
(Gain)/loss on disposal of property, plant and equipment
Depreciation and amortisation
Staff costs (Note 6)

5b. Audit remuneration

Statutory audit of the Company’s annual accounts
Statutory audit of the Group’s subsidiaries

Audit fees

Interim review engagements
Other assurance services

Audit related assurance services

Total non-audit fees

Total fees

6. Staff costs
Staff costs consist of the following components:

Wages and salaries
Social security costs – employer contributions
Pension costs

2023
US$m

125.1
2.9
(3.1)
219.0
42.3

2022
US$m

89.0
2.7
0.4
178.5
35.0

2023
US$m

2022
US$m

0.8
1.8

2.6

0.3
–

0.3

2.9

2023
US$m

38.9
2.6
0.8

42.3

0.6
1.8

2.4

0.1
0.2

0.3

2.7

2022
US$m

32.0
2.4
0.6

35.0

An immaterial allocation of directly attributable staff costs is subsequently capitalised into
the cost of capital work in progress.

The average monthly number of employees during the year was made up as follows:

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.

Operations
Legal and regulatory
Administration
Finance and IT
Sales and marketing

147

2023

320
61
61
120
36

598

2022

287
61
59
108
33

548

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

7. Key management personnel compensation

Salary, fees and bonus
Pension and benefits
Share based payment charge

2023
US$m

3.7
0.2
0.6

4.5

2022
US$m

3.8
0.2
1.6

5.6

The above remuneration information relates to Directors in Helios Towers plc. Further details
can be found in the Directors’ Remuneration Report of the Annual Report.

8. Interest receivable

Bank interest receivable

9. Finance costs

Foreign exchange differences
Interest costs
Interest costs on lease liabilities
Gain on refinancing

2023
US$m

1.3

2023
US$m

86.1
150.2
25.0
(7.8)

253.5

2022
US$m

1.8

2022
US$m

52.2
115.5
25.5
–

193.2

The year-on-year increase in foreign exchange differences is driven primarily by the fluctuations
year-on-year of the Ghanaian Cedi, Malawian Kwacha and Tanzanian Shilling.

10. Tax expense, tax paid and deferred tax

(a) Tax expense:
Current tax
In respect of current year
Adjustment in respect of prior years

Total current tax

Deferred tax
Originating temporary differences on acquisition of subsidiary

undertakings

Originating temporary differences on capital assets and losses
Adjustment in respect of prior years

Total deferred tax

Total tax expense

(b) Tax reconciliation:
Loss before tax

Tax computed at the local statutory tax rate
Tax effect of expenditure not deductible for tax purposes
Fixed asset timing differences
Change in deferred income tax movement not recognised
Prior year (under)/over provision
Minimum income taxes
Different tax rates applied in overseas jurisdictions
Other

Total tax expense

2023
US$m

2022
US$m

24.7
(0.6)

24.1

0.6
(24.6)
(0.5)

(24.5)

0.4

19.1
(1.2)

17.9

(1.8)
(5.9)
(1.3)

(9.0)

8.9

(112.2)

(162.5)

(26.4)
20.8
(3.2)
3.9
(1.2)
0.3
4.1
1.3

(0.4)

(30.9)
26.5
0.3
9.7
(2.5)
0.3
4.8
0.7

8.9

The format of the tax charge presentation has changed in order to provide the users of
the accounts with a more appropriate reflection of the Group’s tax profile. The tax charge
reported for the year ended 2023 relates to operating subsidiaries outside the UK, of which
a majority have a corporate income tax rate above the effective UK tax rate of 23.5%.

The range of statutory corporate income tax rates applicable to the Group’s operating
subsidiaries is between 15% and 30%.

As stipulated by local applicable law, minimum income and asset based taxes apply to
operating entities in Congo Brazzaville and Senegal respectively which reported tax losses
for the year ended 31 December 2023. Minimum income tax rules do not apply to the
loss-making entities in Malawi, Oman or South Africa.

A tax charge is reported in the Group consolidated financial statements despite a
consolidated loss for accounting purposes, as a result of losses recorded in certain holding
companies in Mauritius and UK. Such losses are not able to be group relieved against taxable
profits in the operating company jurisdictions.

148

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis. The following is the analysis of the deferred tax balances (after
offset) for financial reporting purposes:

Deferred tax liabilities
Deferred tax assets

Total

2023
US$m

(25.9)
13.6

(12.3)

2022
US$m

(50.1)
18.7

(31.4)

Unrecognised deferred tax
No deferred tax asset is recognised on US$140.6 million of tax losses at the balance sheet
date, as the relevant businesses are not expected to generate sufficient forecast future
taxable profits to justify recognising the associated deferred tax assets. Tax losses for which
no deferred tax assets were recognised are as follows: US$94.7 million are subject to expiry
under local statutory tax rules within periods of 3 to 5 years and US$45.9 million are not
expected to expire. As at the balance sheet date, the geographical split of the unrecognised
deferred tax assets in relation to losses is Mauritius US$77.8 million (tax effect $11.7 million),
Oman US$16.6 million (tax effect US$2.5 million), South Africa US$19.4 million (tax effect
US$5.4 million), Congo Brazzaville US$0.3 million (tax effect US$0.1 million) and UK
US$26.5 million (tax effect US$6.2 million).

At the balance sheet date, no deferred tax liability is recognised on temporary differences
relating to the aggregate amount of unremitted earnings of overseas operating subsidiaries
of US$0.1m as the Group is able to control the timings of the reversal of these temporary
differences and it is probable that they will not reverse in the foreseeable future.

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

10. Tax expense, tax paid and deferred tax (continued)
The profits of the Mauritius entities are subject to taxation at the headline rate of 15%, with
eligibility for a statutory 80% exemption, subject to ongoing satisfaction of the Global
Business License conditions.

Based on recent experience of closing tax audit cases, the provisions held by the Group have
accurately quantified the final amounts determined. The Directors considered the current
provisions held by the Group to be appropriate.

Tax paid

Income tax
Total tax paid

2023
US$m

(20.9)
(20.9)

2022
US$m

(20.3)
(20.3)

Deferred tax
As deferred tax assets and liabilities are measured at the rates that are expected to apply in
the periods of the reversal, the deferred tax balance at the balance sheet date has been
calculated at the rate at which the relevant balance is expected to be recovered or settled.
Management has performed an assessment, for all material deferred income tax assets and
liabilities, to determine the period over which the deferred income tax assets and liabilities
are forecast to be realised. The deferred tax balances are calculated by applying the relevant
statutory corporate income tax rates at the balance sheet date.

The following are the deferred tax liabilities and assets recognised by the Group and
movements thereon during the current and prior reporting period:

Accelerated
tax
depreciation
US$

Short term
timing
differences
US$m

1 January 2022

Arising on acquisition
Charge for the year
Exchange rate differences

31 December 2022

Adjustment to opening reserves
Charge for the year
Exchange rate differences

(2.7)

(1.2)
0.4
–

(3.5)

(7.1)
(1.4)
–

31 December 2023

(12.0)

1.3

–
8.0
–

9.3

–
18.9
–

28.2

Tax
losses
US$m

1.2

–
(1.2)
–

–

–
6.4
–

6.4

Intangible
assets
US$m

Total
US$m

(36.1)

(36.3)

(8.5)
1.8
5.6

(9.7)
9.0
5.6

(37.2)

(31.4)

–
0.7
1.6

(7.1)
24.6
1.6

(34.9)

(12.3)

149

11. Intangible assets

Cost
At 1 January 2022
Additions during the year
Additions on acquisition of subsidiary undertakings (Note 31) (Restated)1
Transfers
Effects of foreign currency exchange differences

At 31 December 2022 (Restated)1

Additions during the year
Effects of foreign currency exchange differences

At 31 December 2023

Amortisation
At 1 January 2022
Charge for year
Transfers
Effects of foreign currency exchange differences

At 31 December 2022

Charge for year
Effects of foreign currency exchange differences

At 31 December 2023

Net book value
At 31 December 2023

At 31 December 2022 (Restated)1

Goodwill
US$m

Customer
contracts
US$m

Customer
relationships
US$m

Colocation
rights
US$m

Non-compete
agreement
US$m

Computer software

and licence
US$m

21.9
–
26.9
–
(4.6)

44.2

–
(3.5)

40.7

–
–
–
–

–

–
–

–

40.7

44.2

3.0
–
–
–
(0.1)

2.9

–
(0.2)

2.7

(0.6)
(0.1)
–
–

(0.7)

(0.2)
0.1

(0.8)

1.9

2.2

199.8
–
342.1
–
(17.7)

524.2

–
(3.1)

521.1

(2.5)
(6.8)
–
(2.0)

(11.3)

(19.7)
(0.5)

(31.5)

489.6

512.9

8.8
–
–
–
–

8.8

–
(0.8)

8.0

(1.6)
(0.6)
–
–

(2.2)

(0.8)
0.2

(2.8)

5.2

6.6

1.1
–
–
–
(0.2)

0.9

–
0.1

1.0

(0.5)
(0.3)
–
–

(0.8)

(0.2)
0.1

(0.9)

0.1

21.3
5.6
–
19.2
(1.5)

44.6

4.8
(0.9)

48.5

(19.3)
(4.8)
(12.5)
1.2

(35.4)

(5.2)
1.0

(39.6)

8.9

9.2

Total
US$m

255.9
5.6
369.0
19.2
(24.1)

625.6

4.8
(8.4)

622.0

(24.5)
(12.6)
(12.5)
(0.8)

(50.4)

(26.1)
0.9

(75.6)

546.4

575.2

1 Restatement on finalisation of acquisition accounting; see Note 31, page 166.

On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC of the previously announced transaction with Omantel. The Group acquired 70% of the share capital of the
entity which includes the passive infrastructure on 2,519 sites, colocation contracts and certain supplier contracts. The Group has treated this as a business combination transaction and accounted for it in
accordance with IFRS 3 – Business Combinations using the acquisition method. Goodwill arising on this business combination has been allocated to the Oman CGU. The accounting for this transaction
was provisional in 2022 and was finalised in 2023. Please refer to further details in Note 31 for finalisation of Purchase Price Allocation Accounting.

150

11. Intangible assets (continued)
Impairment
The Group tests goodwill, irrespective of any indicators, at least annually for impairment.
All other intangible assets are tested for impairment where there is an impairment indicator.
If any such indication exists, then the CGU’s recoverable amount is estimated. For goodwill,
the recoverable amount of the related CGU is also estimated each year.

The carrying value of goodwill at 31 December was as follows:

Goodwill

2019 South Africa
2021 Senegal
2021 Madagascar
2022 Malawi
2022 Oman

Total

2023
US$m

3.8
5.3
10.0
5.0
16.6

40.7

2022
US$m

(Restated)1

4.2
5.0
10.3
8.1
16.6

44.2

1 Restatement on finalisation of acquisition accounting; see Note 31, page 166.

The recoverable amount is determined based on a value in use calculation using cash flow
projections for the next five years from financial budgets approved by the Board of Directors,
which incorporates climate considerations (with the exception of Oman which has been
calculated over 10 years, due to the anticipated growth profile of the business which has been
based on contractual commitments in the SPA with Omantel).

Key assumptions used in value in use calculations
– number of additional colocation tenants added to towers in future periods. These are
based on estimates of the number of tower opportunities in the relevant markets and
the expected growth in these markets;

– discount rate; and

– operating cost and capital expenditure requirements.

The key assumptions used to assess the value in use calculations were a pre-tax discount rate
(South Africa, 11.4%, Senegal 10.7%, Madagascar 13.1%, Malawi 11.3% and Oman 10.8%) and
also estimated long-term growth rates assumed to be 2.0% across all markets.

The adjustment required to the discount rate to breakeven is an increase of 2.5% in Madagascar.
The adjustment required to the future cash flows to breakeven is a decrease of 23.2% in
Madagascar. The adjustment required to the long-term growth rate to breakeven is a decrease
of 3.7% in Madagascar.

151

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

12. Property, plant and equipment

Cost
At 1 January 2022
Additions
Additions on acquisition of subsidiary undertakings (Restated)1
Transfers
Disposals
Effects of foreign currency exchange differences

At 31 December 2022 (Restated)1

Additions
Disposals
Effects of foreign currency exchange differences
Hyperinflation impacts

At 31 December 2023

Depreciation
At 1 January 2022
Charge for the year
Transfers
Disposals
Effects of foreign currency exchange differences

At 31 December 2022

Charge for the year
Disposals
Effects of foreign currency exchange differences
Hyperinflation impacts

At 31 December 2023

Net book value
At 31 December 2023

At 31 December 2022 (Restated)1

IT equipment
US$m

Fixtures

and fittings
US$m

Motor vehicles
US$m

Site assets
US$m

Land
US$m

Leasehold
improvements
US$m

27.5
0.1
–
(19.2)
–
(0.5)

7.9

0.1
–
(0.1)
0.8

8.7

(20.1)
(0.5)
12.6
–
0.4

(7.6)

(0.3)
–
0.1
(0.8)

(8.6)

0.1

0.3

1.6
–
–
–
–
0.1

1.7

0.1
–
–
0.2

2.0

(1.4)
(0.1)
–
–
0.1

(1.4)

(0.3)
–
–
(0.2)

(1.9)

0.1

0.3

4.7
0.1
–
–
–
(0.5)

4.3

0.6
(0.1)
(0.2)
1.2

5.8

(3.5)
(0.4)
–
–
0.3

(3.6)

(0.4)
0.3
0.2
(1.1)

(4.6)

1.2

0.7

1,497.6
203.9
161.7
–
(1.6)
(43.5)

1,818.1

177.9
(6.8)
(80.1)
110.2

2,019.3

(805.0)
(143.2)
–
8.2
22.0

(918.0)

(159.7)
6.3
43.0
(80.3)

(1,108.7)

910.6

900.1

6.6
–
–
–
–
(0.1)

6.5

0.1
–
(0.2)
–

6.4

(0.1)
(0.2)
–
–
–

(0.3)

(0.1)
–
–
–

(0.4)

6.0

6.2

3.5
0.1
–
–
–
(0.2)

3.4

0.1
–
–
0.1

3.6

(3.2)
(0.2)
–
–
0.3

(3.1)

(0.1)
–
–
(0.1)

(3.3)

0.3

Total
US$m

1,541.5
204.2
161.7
(19.2)
(1.6)
(44.7)

1,841.9

178.9
(6.9)
(80.6)
112.5

2,045.8

(833.3)
(144.6)
12.6
8.2
23.1

(934.0)

(160.9)
6.6
43.3
(82.5)

(1,127.5)

918.3

907.9

1 Restatement on finalisation of acquisition accounting; see note 31, page 166.

At 31 December 2023, the Group had US$184.8 million (2022: US$129.6 million) of expenditure recognised in the carrying amount of items of site assets that were in the course
of construction. On completion of the construction, they will remain within the site assets balance, and depreciation will commence when the assets are available for use.

152

Buildings
US$m

Motor
vehicles
US$m

288.9
44.3
(19.6)
25.6
(12.2)

327.0

(68.8)
(27.2)
14.1
(11.4)
3.7

(89.6)

237.4

220.1

14.0
13.3
(2.2)
2.4
(0.6)

26.9

(7.8)
(4.1)
2.1
(1.4)
0.2

(11.0)

15.9

6.2

0.4
1.1
(0.2)
–
–

1.3

(0.2)
(0.7)
0.3
–
–

(0.6)

0.7

0.2

Total
US$m

303.3
58.7
(22.0)
28.0
(12.8)

355.2

(76.8)
(32.0)
16.5
(12.8)
3.9

(101.2)

254.0

226.5

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

13. Right-of-use assets

Cost
At 1 January 2023 (Restated)1
Additions
Disposals
Hyperinflation impacts
Effects of foreign exchange differences

At 31 December 2023

Depreciation
At 1 January 2023
Charge for the year
Disposals
Hyperinflation impacts
Effects of foreign exchange differences

At 31 December 2023

Net book value

At 31 December 2023

At 31 December 2022 (Restated)1

1 Restatement on finalisation of acquisition accounting; see note 31, page 166.

153

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

14. Inventories

Inventories

2023
US$m

12.7

2022
US$m

14.6

Inventories are primarily made up of fuel stocks of US$12.5 million (2022: US$10.5 million)
and raw materials of US$0.2 million (2022: US$4.1 million). The impact of inventories
recognised as an expense during the year in respect of continuing operations was US$125.1
million (2022: US$89.0 million).

15. Trade and other receivables

Trade receivables
Loss allowance

Contract Assets
Sundry Receivables
VAT and withholding tax receivable

Loss allowance

Balance brought forward
Amounts written off/derecognised
Net remeasurement of loss allowance
Unused amounts reversed

2023
US$m

145.2
(5.4)

139.8
109.1
33.1
15.2

297.2

2023
US$m

(5.8)
–
–
0.4

(5.4)

2022
US$m

80.5
(5.8)

74.7
91.6
38.6
23.2

228.1

2022
US$m

(6.0)
–
–
0.2

(5.8)

The Group measures the loss allowance for trade receivables, trade receivables from related
parties and other receivables at an amount equal to lifetime expected credit losses (ECL).
The ECL on trade receivables are estimated using a provision matrix by reference to past
default experience of the debtor and an analysis of the debtor’s current financial position,
adjusted for factors that are specific to the debtors, general economic conditions of the
industry in which the debtors operate and an assessment of both the current as well as the
forecast direction of conditions at the reporting date. Loss allowance expense is included
within cost of sales in the Consolidated Income Statement.

Additional detail on provision for expected credit loss and impairment can be found in
Note 26.

There has been no change in the estimation techniques or significant assumptions made
during the current reporting period. Interest can be charged on past due debtors. The normal
credit period of services is 30 days.

US$55.0 million of new contract assets were recognised in the year and US$36.3 million
of contract assets at 31 December 2022 were recovered from customers.

Of the trade receivables balance at 31 December 2023, 90% is due from large multinational
MNOs. The Group does not hold any collateral or other credit enhancements over these
balances nor does it have a legal right of offset against any amounts owed by the Group to
the counterparty.

Debtor days
The Group calculates debtor days as set out in the table below. It considers its most relevant
customer receivables exposure on a given reporting date to be the amount of receivables
due in relation to the revenue that has been reported up to that date. It therefore defines its
net receivables as the total trade receivables and accrued revenue, less loss allowance and
deferred income that has not yet been settled.

Trade receivables
Accrued revenue1
Less: Loss allowance
Less: Deferred income2

Net receivables

Revenue

Debtor days

2023
US$m

145.2
10.1
(5.4)
(56.5)

93.4

721.0

2022
US$m

80.5
22.9
(5.8)
(9.8)

87.8

560.7

1 Reported within sundry receivables.
2 Deferred income, as per Note 19, has been adjusted for US$4.1 million (2022: US$0 million) in respect of amounts

settled by customers at the balance sheet date.

In determining the recoverability of a trade receivable, the Group considers any change in
the credit quality of the trade receivable from the date credit was initially granted up to the
reporting date. The Directors consider that the carrying amount of trade and other
receivables is approximately equal to their fair value.

At 31 December 2023, US$26.8 million (2022: US$16.6 million) of services had been provided
to customers which had yet to meet the Group’s probability criterion for revenue recognition
under the Group’s accounting policies. Revenue for these services will be recognised in the
future as and when all recognition criteria are met.

154

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023Trade payables
Deferred income
Deferred consideration
Accruals
VAT, withholding tax, and other taxes payable

2023
US$m

31.3
60.6
33.5
148.6
27.7

301.7

2022
US$m
(Restated)

32.0
9.8
52.2
126.9
18.5

239.4

Trade payables and accruals principally comprise amounts outstanding for trade purchases
and ongoing costs. The average credit period taken for trade purchases is 12 days (2022: 22
days). Payable days are calculated as trade payables and payables to related parties, divided
by cost of sales plus administration expenses less staff costs and depreciation and amortisation.
No interest is charged on trade payables. The Group has financial risk management policies in
place to ensure that all payables are paid within the pre-agreed credit terms. Amounts payable
to related parties are unsecured, interest free and repayable on demand.

Deferred income primarily relates to service revenue which is billed in advance.

The Group recognised revenue of US$9.8 million (2022: US$45.8 million) from contract
liabilities held on the balance sheet at the start of the financial year. Contract liabilities are
presented as deferred income in the table above.

Deferred consideration relates to consideration that is payable in the future for the purchase
of certain tower assets which the Group is committed to when certain conditions are met, to
enable the transfer of ownership to Helios Towers.

Accruals consist of general operational accruals, accrued capital items, and goods received
but not yet invoiced.

Trade and other payables are classified as financial liabilities and measured at amortised cost.
These are initially recognised at fair value and subsequently at amortised cost. These are
expected to be settled within a year.

The Directors consider the carrying amount of trade payables approximates to their fair value
due to their short-term nature.

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

19. Trade and other payables

16. Prepayments

Prepayments

Prepayments primarily comprise advance payments to suppliers.

17. Cash and cash equivalents

Bank balances

2023
US$m

42.6

2022
US$m

45.7

2023
US$m

106.6

2022
US$m

119.6

Cash and cash equivalents comprise cash at bank and in hand. Short-term deposits are
defined as deposits with an initial maturity of three months or less.

18. Share capital and share premium

Authorised, issued and fully paid ordinary

shares of £0.01 each

2023

Number
of shares
(million)

1,051

US$m

13.5

2022

Number
of shares
(million)

1,051

US$m

13.5

The share capital of the Group is represented by the share capital of the Company, Helios
Towers plc.

The treasury shares represent the cost of shares in Helios Towers plc purchased in the market
and held by the Helios Towers plc EBT to satisfy options under the Group Share options plan.
Treasury shares held by the Group as at 31 December 2023 are 1,560,641 (31 December 2022:
2,827,852).

155

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023On 9 September 2020 HTA Group, Ltd issued a further US$225 million aggregate principal
amount of its 7.000% Senior Notes due 2025.

The current portion of borrowings relates to accrued interest on the bonds, term loan interest
and principal payable within one year of the balance sheet date.

Loans are classified as financial liabilities and measured at amortised cost. Refer to Note 26
for further information on the Group’s financial instruments.

21. Lease liabilities

Short-term lease liabilities
Land
Buildings
Motor vehicles

Long-term lease liabilities
Land
Buildings
Motor vehicles

2023
US$m

30.2
4.7
0.6

35.5

2023
US$m

193.1
10.8
–

203.9

2022
US$m

31.8
2.2
0.1

34.1

2022
US$m

188.4
3.4
0.1

191.9

The below undiscounted cash flows do not include escalations based on CPI or other indexes
which change over time. Renewal options are considered on a case-by-case basis with
judgements around the lease term being based on management’s contractual rights and
their current intentions. Refer to Note 13 for the Group’s Right-of-use assets.

The total cash paid on leases in the year was US$45.3 million (2022: US$40.8 million).

The profile of the outstanding undiscounted contractual payments fall due as follows:

31 December 2023

44.4

139.8

138.6

350.6

Within
1 year US$m

2–5 years
US$m

6–10 years
US$m

10+ years
US$m

Total
US$m

673.4

31 December 2022

43.0

137.7

122.7

326.0

629.4

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

20. Loans

Loans and bonds
Bank overdraft

Total loans and bonds

Current
Non-current

2023
US$m

1,632.3
18.0

1,650.3

37.7
1,612.6

1,650.3

2022
US$m

1,564.3
7.3

1,571.6

19.9
1,551.7

1,571.6

In September 2023, the Group entered into new facilities representing a combined value
of up to US$720 million, including a 5 year Term Loan of US$600 million and an up to
US$120 million 4.5 year revolving credit facility (RCF). In October 2023, the new facilities
were drawn down to buy back US$325 million principal of the 7.000% Senior Notes due 2025
and US$80 million to repay the previous term loan facility, which was extinguished alongside
upon repayment, and related fees.

In December 2022, Oman Tech Infrastructure SAOC entered into banking facilities
representing a combined US$260 million in Oman for the purposes of repaying loan balances
due to its former owner, funding growth and upgrade capex and for general working capital
purposes. The facilities include both OMR and USD denominated financing with tenors from
1 year (renewable) to 13 years. This includes a revolving credit facility of US$20 million. As at
31 December 2022, US$2.9 million of this was utilised. At 31 December 2022, US$200 million
of the available term loans were drawn.

In March 2021 the Group issued US$250 million of convertible bonds with a coupon of
2.875%, due in 2027. The initial conversion price was set at US$2.9312. The conversion price is
subject to adjustments for any dividend in cash or in kind, as well as customary anti-dilution
adjustments, pursuant to the terms and conditions of the convertible bonds. The bondholders
have the option to convert at any time up to seven business days prior to the final maturity
date. Helios Towers have the right to redeem the bonds at their principal amount, together
with accrued but unpaid interest up to the optional redemption date, from April 2026, if the
Helios Towers share price has traded above 130% of the conversion price on twenty out of the
previous thirty days prior to the redemption notice.

In June 2021 the Group tapped the above bond for an aggregate principal amount of US$50
million. On initial recognition of the convertible bond and the convertible bond tap, a liability
and equity reserve component were recognised being US$242.4 million and US$52.7 million
respectively including transaction costs.

In May 2021, Helios Towers Senegal entered into facilities representing a combined €120
million in Senegal for the purposes of partially funding the Senegal towers acquisition,
funding the 400 committed BTS as part of the transaction and for general working capital
purposes. The facilities include both EUR and XOF denominated financing with tenors
ranging from 2 years to 9 years.

On 18 June 2020 HTA Group, Ltd., a wholly owned subsidiary of Helios Towers plc, issued
US$750 million of 7.000% Senior Notes due 2025, guaranteed on a senior basis by Helios
Towers plc and certain of its direct and indirect subsidiaries.

156

24. Other gains and losses

22. Uncompleted performance obligations
The table below represents uncompleted performance obligations at the end of the
reporting period. This is total revenue which is contractually due to the Group, subject to the
performance of the obligation of the Group related to these revenues. Management refers to
this as contracted revenue.

Fair value gain/(loss) on derivative financial instruments
Net monetary gain/(loss) on hyperinflation
Fair value movement on forward contracts

2023
US$m

2.1
(7.9)
(0.3)

(6.1)

2022
US$m

(51.5)
–
0.1

(51.4)

Total contracted revenue

2023
US$m

2022
US$m

5,417.2

4,705.0

– no escalation in fee rates;

– no increases in sites or tenancies other than our committed tenancies;

– our customers do not utilise any cancellation allowances set forth in their MLAs;

– no termination of existing customer MLAs prior to their current term; and

– no automatic renewal.

As at 31 December 2023, total contracted revenue was US$5.4 billion, with an average
remaining life of 7.8 years.

Year ended 31 December

(US$m)

2024

2025

2026

2027

2028

Middle East & North Africa
East & West Africa
Central & Southern Africa

Total

52.5
278.3
362.1

692.9

49.6
287.4
334.7

671.7

49.6
247.2
300.8

597.6

49.6
231.8
271.5

552.9

49.6
227.8
256.6

534.0

23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this Note. Key
management personnel comprise Executive and Non-Executive Directors of Helios Towers
plc. Compensation of key management personnel is disclosed in note 7.

There were no other related party transactions during the financial year.

All fair values are Level 2, except for the fair value of the embedded derivatives, which are
Level 3. Further detail can be found in Note 26.

25. Share-based payments
Pre-IPO LTIP
Ahead of the IPO certain Directors, former Directors, Senior Managers and employees of
the Group were granted nil-cost options in respect of shares up to an aggregate value of
US$10 million based on an offer price of 115 pence and a US Dollar to pounds Sterling
conversion rate of US$1:£0.7948 (the HT LTIP).

The Company issued 6,557,668 shares to the trustee of the Trust (or as it directs) immediately
prior to IPO in order to satisfy future settlement of awards under the HT LTIP and nil-cost
options under the HT MIPs. The Trust is consolidated into the Group.

These options became exercisable in tranches over a three-year period post-IPO. The award
participants were entitled to exercise some of the share options on IPO.

Number of options

As at 1 January
Granted during the year
Exercised during the year
Forfeited during the year

At 31 December

Of which:

Vested and exercisable

Unvested

2023

2022

774,553
–
(252,500)
–

1,026,456
–
(251,903)
–

522,053

774,553

522,053

774,553

–

Fair value of options/share awards granted pre-IPO
The fair value at grant date is independently determined using a probability-weighted
expected returns methodology, which is an appropriate future-orientated approach when
considering the fair value of options/shares that have no intrinsic value at the time of issue.
In this case the expected future returns were estimated by reference to the expected
proceeds attributable to the underlying shares at IPO, as provided by management,
including adjustments for expected net debt, transaction costs and priority returns to other
shareholders. This is then discounted into present value terms adopting an appropriate
discount rate. The capital asset pricing methodology was used when considering an
appropriate discount rate to apply to the pay-out expected to accrue to the share awards
on realisation.

157

25. Share-based payments (continued)
Key assumptions:

– Expected exit dates 0 to 4 years;

– Probability weightings up to 25%;

– Expected range of exit multiples up to 10.0x;

– Expected forecast Adjusted EBITDA across two scenarios (management case and

downside case) and respective probability weightings;

– Estimated proceeds per share; and

– Hurdle per share up to US$1.25.

The Group has in place one adopted discretionary share plan called the Helios Towers plc
Employee Incentive Plan 2019 (the EIP), details of which are set out in this Note.

Employee Incentive Plan
Following successful admission to the London Stock Exchange, the Company has adopted a
discretionary share plan called the Helios Towers plc Employee Incentive Plan 2019 (the EIP).
The EIP is designed to provide long-term incentives for senior managers and above
(including Executive Directors) to deliver long-term shareholder returns. Participation in the
plan is at the Remuneration Committee’s discretion, and no individual has a contractual right
to participate in the plan or to receive any guaranteed benefits. Shares received under the
scheme by Executive Directors will be subject to a two-year post-vesting holding period. In
all other respects the shares rank equally with other fully paid ordinary shares on issue.

The Group has granted Long-Term Incentive Plan awards under the EIP to the Executive
Directors and selected key personnel. The equity settled awards comprise separate tranches
which vest depending upon the achievement of the following performance targets over a
three-year period:

– Relative TSR tranche;

– Adjusted EBITDA tranche;

– ROIC tranche; and

– Impact scorecard tranche (introduced in 2023).

Set out below are summaries of options granted under the EIP.

The IFRS 2 charge recognised in the Consolidated Income Statement for the 2023 financial
year in respect to the EIP was US$2.1 million (2022: US$3.1 million). All share options
outstanding as at 31 December 2023 have a remaining contractual life of 8.3 years.

The fair value at grant date is independently determined using the Monte Carlo model.
Key assumptions used in valuing the share-based payment charge are as follows:

2022 LTIP Award

Grant date
Share price at grant date
Fair value as a percentage of the grant price
Term to vest (years)
Expected life from grant date (years)
Volatility
Risk-free rate of interest
Dividend yield
Average FTSE 250 volatility
Average FTSE 250 correlation
Fair value per share

2023 LTIP Award

Relative
TSR

Adjusted
EBITDA

28–Apr–22
£1.12
51.6%
2.68
2.68
47.4%
1.6%
n/a
42.7%
27.7%
£0.58

28–Apr–22
£1.12
100.0%
n/a
2.68
n/a
n/a
n/a
n/a
n/a
£1.12

ROIC

28–Apr–22
£1.12
100.0%
n/a
2.68
n/a
n/a
n/a
n/a
n/a
£1.12

Grant date
Share price at grant date
Fair value as a percentage of the

grant price

Term to vest (years)
Expected life from grant date

(years)
Volatility
Risk-free rate of interest
Dividend yield
Average FTSE 250 volatility
Average FTSE 250 correlation
Fair value per share

Relative
TSR

Adjusted
EBITDA

ROIC

Impact Scorecard

17–May–23
£0.918

42.0%
2.87

2.87
38.3%
3.9%
n/a
33.9%
25.5%
£0.385

100.0%
n/a

2.87
n/a
n/a
n/a
n/a
n/a
£0.918

100.0%
n/a

2.87
n/a
n/a
n/a
n/a
n/a
£0.918

100.0%
n/a

2.87
n/a
n/a
n/a
n/a
n/a
£0.918

As at 1 January
Granted during the year
Lapsed during the year
Exercised during the year
Forfeited during the year

As at 31 December
Vested and exercisable at 31 December

158

2023
Number
of options

2022
Number
of options

10,534,604
9,097,196
(1,282,200)
(977,063)
(806,772)

7,695,687
4,233,199
–
(6,131)
(1,338,151)

16,565,765
954,734

10,534,604
–

25. Share-based payments (continued)
HT SharingPlan
Shareholders voted to approve the all-employee share plan schemes at the 2021 AGM. In
2021, the Board granted inaugural ‘HT SharingPlan’ Restricted Stock Unit (RSU) awards
under the HT Global Share Purchase Plan rules. Each employee was granted a 2021 award
with a three-year vesting period. The Board also granted similar awards in 2022 and 2023,
again with a three-year vesting period.

26. Financial instruments
Financial instrument assets held by the Group at fair value had the following effect on profit
and loss:

Balance brought forward
Derivative financial instrument – 7.000% Senior Notes 2025
Currency forward contracts

31 December

2023
US$m

2.8
3.5
–

6.3

2022
US$m

57.7
(55.2)
0.3

2.8

All employees were granted awards of equal value and on the same terms. The vesting of the
awards is subject to continued employment with the Group.

Balance carried forward

2023
Number
of RSUs

2022
Number
of RSUs

1,684,018
1,762,150
(143,483)
(37,648)

729,528
1,681,155
(104,684)
(621,981)

3,265,037

1,684,018

2023

2022

85,755
–
–
–

85,755

36,583
49,172
–
–

85,755

Fair value measurements
Some of the Group’s financial derivatives are measured at fair value at the end of each
reporting period. The information set out below provides data about how the fair values
of these financial assets and financial liabilities are determined (in particular, the valuation
technique(s) and inputs used).

For those financial instruments measured at fair value, the Group has categorised them into a
three-level fair value hierarchy based on the priority of the inputs to the valuation technique
in accordance with IFRS 13. The hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). If the inputs used to measure fair value fall within different levels of the
hierarchy, the category level is based on the lowest priority level input that is significant
to the fair value measurement of the instrument in its entirety. There are no financial
instruments which have been categorised as Level 1. There were no transfers between the
levels in the year.

Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as
a going concern while maximising the return to stakeholders through the optimisation of the
debt and equity balance. The capital structure of the Group consists of debt, which includes
borrowings disclosed in Notes 20 and 21, cash and cash equivalents and equity attributable
to equity holders of the Company, comprising issued capital, reserves and retained earnings
as disclosed in the Statement of Changes in Equity.

As at 1 January
Granted during the year
Forfeited during the year
Vested during the year

As at 31 December

Deferred Bonuses

As at 1 January
Granted during the year
Forfeited during the year
Vested during the year

As at 31 December

159

26. Financial instruments (continued)
Gearing ratio
The Group keeps its capital structure under review. The gearing ratio at the year end is as follows:

Debt (net of issue costs)
Cash and cash equivalents

Net debt

Equity attributable to the owners
Non-controlling interests

2023
US$m

1,889.7
(106.6)

2022
US$m

1,797.6
(119.6)

1,783.1

1,678.0

(68.3)
29.8

8.3
41.0

(46.3x)

34.1x

Debt is defined as long-term and short-term loans and lease liabilities, as detailed in Notes 20
and 21 respectively.

Externally imposed capital requirements
The Group is not subject to externally imposed capital requirements.

Categories of financial instruments

Financial assets
Financial assets at amortised cost:
Cash and cash equivalents
Trade and other receivables

Fair value through profit or loss:
Derivative financial assets

Financial liabilities
Amortised cost:
Trade and other payables
Bank overdraft
Lease liabilities
Loans

2023
US$m

2022
US$m

106.6
321.6

428.2

6.3

434.5

119.6
204.9

324.5

2.8

327.3

213.4
18.0
239.4
1,632.3

2,103.1

216.5
7.3
226.0
1,571.6

2,021.4

As at 31 December 2023 and 31 December 2022, the Group had no cash pledged as collateral
for financial liabilities. The Directors estimate the amortised cost of cash and cash equivalents
is approximate to fair value. The $650 million bond maturing in 2025 had a carrying value of
US$650.0 million at 31 December 2023 and a fair value of US$638.2 million. The $300 million
convertible bond maturing in 2027 had a carrying value of US$268.6 million at 31 December
2023 and a fair value of US$262.1 million. The Directors estimate the amortised cost of other
loans and borrowings is approximate to fair value.

160

Financial risk management objectives and policies
The Group’s Finance function provides services to the business, coordinates access to
domestic and international financial markets, and monitors and manages the financial risks
relating to the operations of the Group through internal risk reports which analyse exposures
by degree and magnitude of risks. These risks include market risk (including currency risk, fair
value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

The Group’s overall financial risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the Group’s financial
performance. The Group’s senior management oversees the management of these risks.
The Finance function is supported by the Group’s senior management, which advises on
financial risks and the appropriate financial risk governance framework for the Group. Key
financial risks and exposures are monitored through a monthly report to the Board of
Directors, together with an annual Board review of corporate treasury matters.

Financial risk
The principal financial risks to which the Group is exposed through its activities are risks of
changes in foreign currency exchange rates and interest rates.

Interest rate risk management
The Group is exposed to interest rate risk because entities in the Group borrow funds at
both fixed and floating interest rates. The risk is managed by the Group by maintaining an
appropriate mix between fixed and floating rate borrowings and utilising interest rate swaps.
At 31 December 2023 a change of 100 basis points would increase or decrease derivative
financial liabilities and equity by US$19.5 million.

Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies; consequently
exposures to exchange rate fluctuations arise. The Group’s main currency exposures
were to the New Ghanaian Cedi (GHS), Malagasy Ariary (MGA), Tanzanian Shilling (TZS),
Central African Franc (XAF), South African Rand (ZAR) and Malawian Kwacha (MWK)
through its main operating subsidiaries. The Group has exposure to Sterling (GBP) and
Euro (EUR) fluctuations on its financial assets and liabilities, however, this is not considered
material. The Group manages foreign currency risks utilising forward contracts where
considered appropriate.

The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:

New Ghanaian Cedi
Malagasy Ariary
Tanzanian Shilling
South African Rand
Central African Franc
Malawian Kwacha
Omani Rial

Assets

Liabilities

2023
US$m

18.0
11.7
61.9
6.1
35.7
15.2
35.5

2022
US$m

15.7
10.9
71.4
5.6
35.7
15.4
10.1

184.1

164.8

2023
US$m

19.1
13.5
85.1
16.0
156.1
14.8
85.7

390.3

2022
US$m

20.8
11.8
100.2
17.5
137.0
19.8
35.2

342.3

26. Financial instruments (continued)
Foreign currency sensitivity analysis
The following table details the Group’s sensitivity to foreign exchange risk. The percentage
movement applied to the currency is based on the average movements in the previous three
annual reporting periods of the US Dollar against the GHS, XAF, TZS, MGA, ZAR and MWK
(2022: sensitivity based on a 10% movement), The sensitivity analysis includes only outstanding
foreign currency denominated monetary items and adjusts their translation at the year-end for
a change in foreign currency rates. A positive number below indicates an increase in profit and
other equity where US Dollar weakens against the GHS, XAF, TZS, ZAR, MWK or OMR. For a
strengthening of US Dollar against the GHS, XAF, TZS, ZAR, MWK or OMR, there would be an
equal and opposite effect on the profit and other equity, on the basis that all other variables
remain constant.

New Ghanaian Cedi impact (27% movement)
Malagasy Ariary impact (5% movement)
Tanzanian Shilling impact (3% movement
South African Rand (8% movement)
Central African Franc Impact (4% movement)
Malawian Kwacha (24% movement)
Omani Rial (Pegged to USD)

Impact on profit or loss

2023
US$m

(0.3)
(0.1)
(0.7)
(0.8)
(3.8)
0.1
–

2022
US$m

0.5
0.1
2.9
1.2
10.2
0.5
2.5

This is mainly attributable to the exposure outstanding on GHS, MGA, XAF, TZS, ZAR, MWK
and OMR receivables and payables in the Group at the reporting date. The amounts above
generally correspond with the functional currency of the relevant subsidiary and the foreign
currency exposures are therefore reflected in the Group’s translation reserve.

The above sensitivities do not address the translation effects within equity of consolidating
non-US Dollar denominated subsidiaries into the Group’s US Dollar presentation currency,
nor do they include the effects of foreign currency retranslation of intragroup balances which
eliminate on consolidation and therefore have no impact on equity, but nonetheless give rise
to foreign exchange differences within the Group’s income statement. (see note 9).

Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations
resulting in financial loss to the Group. Default does not occur later than when a financial
asset is 90 days past due (unless the Group has reasonable and supportable information to
demonstrate that a more lagging default criterion is more appropriate). Write-off happens at
least a year after a financial asset has become credit impaired and when management does
not have any reasonable expectations to recover the asset.

The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining
sufficient collateral where appropriate, as a means of mitigating the risk of financial loss
from defaults. The Group uses publicly available financial information and other information
provided by the counterparty (where appropriate) to deliver a credit rating for its major
customers. As of 31 December 2023, the Group has a concentration risk with regards to four
of its largest customers. The Group’s exposure and the credit ratings of its counterparties
and related parties are continuously monitored and the aggregate value of credit risk within
the business is spread amongst a number of approved counterparties. Credit exposure is
controlled by counterparty limits that are reviewed and approved by management.
The carrying amount of the financial assets recorded in the Financial Statements,
which is net of impairment losses, represents the Group’s exposure to credit risk.

The Group uses the IFRS 9 ECL model to measure loss allowances at an amount equal to
their lifetime ECL. The loss allowance on trade receivables represents the expected losses
due to non-payment of amounts due from customers.

In order to minimise credit risk, the Group has categorised exposures according to their
degree of risk of default. The use of a provision matrix is based on a range of qualitative
and quantitative factors, based on the Group’s historical experience, forward-looking
macroeconomic data and informed credit assessments, that are deemed to be indicative
of risk of default, and range from 1 (lowest risk of irrecoverability) to 5 (greatest risk of
irrecoverability).

The below table shows the Group’s trade and other receivables balance and associated loss
allowances in each Group credit rating category.

Group Rating

Risk of impairment

1
2
3
4
5

Total

Remote risk
Low risk
Medium risk
High risk
Impaired

31 December 2023

31 December 2022

Gross
exposure
US$m

Loss
allowance
US$m

Net
exposure
US$m

Gross
exposure
US$m

Loss
allowance
US$m

Net
exposure
US$m

251.6
27.0
0.9
5.9
2.0

287.4

(0.3)
(0.9)
(0.1)
(3.5)
(0.6)

(5.4)

251.3
26.1
0.8
2.4
1.4

282.0

184.1
21.8
0.3
20.7
2.5

229.4

(0.3)
(0.8)
–
(3.8)
(0.9)

(5.8)

183.8
21.0
0.3
16.9
1.6

223.6

Liquidity risk management
The Group has long-term debt financing through Senior Loan Notes of US$650 million due
for repayment in December 2025 and other debt as disclosed in Note 20. The Group has a
revolving credit facility of US$120 million for funding general corporate and working capital
needs. As at 31 December 2023 the facility was undrawn. This facility is available until
December 2024. The Group has remained compliant during the year to 31 December 2023
with all the covenants contained in the Senior Credit facility. Please refer to Note 20 for
further information in relation to debt facilities.

Ultimate responsibility for liquidity risk management rests with the Board. The Group
manages liquidity risk by maintaining adequate reserves of liquid funds and banking facilities
and continuously monitoring forecast and actual cash flows including consideration of
appropriate sensitivities.

161

26. Financial instruments (continued)
Non-derivative financial liabilities
The following tables detail the Group’s remaining contractual maturity for its non-derivative
financial liabilities. The tables have been drawn up based on the undiscounted cash flows of
financial liabilities based on the earliest date on which the Group can be required to pay.
The table below includes principal cash flows.

31 December 2023
Non-interest bearing
Fixed interest rate instruments
Variable interest rate instruments

31 December 2022
Non-interest bearing
Fixed interest rate instruments
Variable interest rate instruments

Within
1 year
US$m

213.4
44.4
18.0

275.8

216.5
43.0
10.2

269.7

1–2 years
US$m

2–5 years
US$m

5+ years
US$m

Total
US$m

–
789.8
22.3

812.1

–
39.7
–

39.7

–
438.6
489.8

928.4

–
1,441.3
25.0

1,466.3

–
350.5
144.5

495.0

–
493.8
200.0

693.8

213.4
1,623.4
674.6

2,511.4

216.5
2,017.8
235.2

2,469.5

Non-derivative financial assets
The following table details the Group’s expected maturity for other non-derivative financial
assets. The table below has been drawn up based on the undiscounted contractual maturities
of the financial assets except where the Group anticipates that the cash flow will occur in a
different period.

31 December 2023
Non-interest bearing
Fixed interest rate instruments

31 December 2022
Non-interest bearing
Fixed interest rate instruments

Within
1 year
US$m

282.0
106.6

388.6

204.9
119.6

324.5

1–2 years
US$m

2–5 years
US$m

5+ years
US$m

Total
US$m

–
–

–

–
–

–

–
–

–

–
–

–

–
–

–

–
–

–

282.0
106.6

388.6

204.9
119.6

324.5

Derivative financial instruments assets
The derivatives represent the fair value of the put and call options embedded within the
terms of the Senior Notes. The call options give the Group the right to redeem the Senior
Notes instruments at a date prior to the maturity date (18 December 2025), in certain
circumstances and at a premium over the initial notional amount. The put option provides
the holders with the right (and the Group with an obligation) to settle the Senior Notes before
their redemption date in the event of a change in control resulting in a rating downgrade
(as defined in the terms of the Senior Notes, which also includes a major asset sale), and at a
premium over the initial notional amount.

The options are fair valued using an option pricing model that is commonly used by market
participants to value such options and makes the maximum use of market inputs, relying as
little as possible on the entity’s specific inputs and making reference to the fair value of
similar instruments in the market. The options are considered a Level 3 financial instrument in
the fair value hierarchy of IFRS 13, owing to the presence of unobservable inputs. Where
Level 1 (market observable) inputs are not available, the Helios Group engages a third-party
qualified valuer to perform the valuation. Management works closely with the qualified
external valuer to establish the appropriate valuation techniques and inputs to the model.
The Senior Notes are quoted and it has an embedded derivative. The fair value of the
embedded derivative is the difference between the quoted price of the Senior Notes and the
fair value of the host contract (the Senior Notes excluding the embedded derivative). The fair
value of the Senior Notes as at the valuation date has been sourced from an independent
third-party data vendor. The fair value of the host contract is calculated by discounting the
Senior Notes’ future cash flows (coupons and principal payment) at US Dollar 3-month LIBOR
plus Helios Towers’ credit spread. For the valuation date of 31 December 2023, a relative 5%
increase in credit spread would result in a nil valuation of the embedded derivatives.

As at the reporting date, the call option had a fair value of US$6.3 million (31 December 2022:
US$2.5 million) on the US$650 million 7.000% Senior Notes 2025, while the put option had a
fair value of US$0 million (31 December 2022: US$0 million). The increase in the fair value of
the call option is attributable the tightening of the Group’s credit spread, which is in line with
the market movement.

The key assumptions in determining the fair value are: the quoted price of the bond as at
31 December 2023; the credit spread; and the yield curve. The probabilities relating to
change of control and major asset sale represent a reasonable expectation of those events
occurring that would be held by a market participant.

Within
1 year
US$m

1–2 years
US$m

2–5 years
US$m

5+ years
US$m

Total
US$m

31 December 2023
Net settled:
Embedded derivatives

31 December 2022
Net settled:
Embedded derivatives

–

6.3

–

2.5

–

6.3

2.5

162

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 2023The hedge ratio for each designation will be established by comparing the quantity of
the hedging instrument and the quantity of the hedged item to determine their relative
weighting; for all of the Group’s existing hedge relationships the hedge ratio has been
determined as 1:1. The fair values of the derivative financial instruments are calculated by
discounting the future cash flows to net present values using appropriate market rates and
foreign currency rates prevailing at 31 December. The valuation basis is level 2 of the fair
value hierarchy. This classification comprises items where fair value is determined from inputs
other than quoted prices that are observable for the asset and liability, either directly or
indirectly.

The table below summaries the maturity profile of the Company’s financial liabilities based
on contractual undiscounted payments.

On demand
US$m

Less than
12 months
US$m

1–2 years
US$m

2–5 years
US$m

>5 years
US$m

Total
US$m

31 December 2023
Financial derivatives

–

1.4

(5.5)

(12.7)

(2.1)

(18.9)

Interest Rate Swaps

Nominal
amounts
US$m

Carrying
value
US$m

Opening
balance 1 Jan
2023
US$m

(Gain)/Loss
deferred to
OCI
US$m

Closing
balance

31 Dec 2023
US$m

Weighted
average
maturity
year

USD Term Loans

400

(14.7)

–

14.7

2029

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

26. Financial instruments (continued)
Risk management strategy of hedge relationships
The Group’s activities expose it to the financial risks of changes in interest rates which
it manages using derivative financial instruments. The objective of cash flow hedges is
principally to protect the group against adverse interest rate movements. The Group does
not use derivative financial instruments for speculative purposes.

Derivative financial instruments are initially measured at fair value on the contract date and
are subsequently re-measured to fair value at each reporting date. Changes in values of all
derivatives of a financing nature are included within finance costs in the income statement
unless designated in an effective cash flow hedge relationship when the effective portion
of changes in value are deferred to other comprehensive income. Hedge effectiveness is
determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the
hedged item and hedging instrument. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated, exercised or no longer qualifies for hedge
accounting. When hedge accounting is discontinued, any gain or loss recognised in other
comprehensive income at that time remains in equity and is recognised in the income
statement when the hedged transaction is ultimately recognised in the income statement.

If a forecast transaction is no longer expected to occur, the gain or loss accumulated in
equity is recognised immediately in the income statement.

For hedges of foreign currency denominated borrowings and investments, the Group uses
interest rate swaps to hedge its exposure to interest rate risk and enters into hedge relationships
where the critical terms of the hedging instrument match with the terms of the hedged item.
Therefore the Group expects a highly effective hedging relationship with the swap contracts and
the value of the corresponding hedged items to change systematically in the opposite direction
in response to movements in the underlying exchange rates and interest rates. The Group
therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect
the terms of the hedged item such that the critical terms no longer match with the critical terms
of the hedging instrument, the Group uses the hypothetical derivative method to assess
effectiveness.

Hedge ineffectiveness may occur due to:

a) The fair value of the hedging instrument on the hedge relationship designation date if the

fair value is not nil;

b) Changes in the contractual terms or timing of the payments on the hedged item; and
c) A change in the credit risk of the Group or the counterparty with the hedging instrument.

163

27. Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and make
disclosures for contingent liabilities as explained in note 2b.

A claim arising from a prior period is outstanding from the Tanzania Revenue Authority for
corporate income tax for the financial years ending 2018-2021 inclusive. The outstanding
amount is approximately US$9.2m.

A claim arising from a prior period is outstanding from DRC tax authorities issued an assessment
on a number of taxes amounting to $46.3 million for the financial years 2018 and 2019.

A claim arising from a prior period the DRC tax authorities issued a payment collection notice for
environmental taxes amounting to $33.7 million for the financial years 2013 to 2016.

In the year ended 2023, the Congo Brazzaville tax authorities issued a claim for securities income
tax, VAT and withholding tax. The outstanding amount is $10.1 million.

For all cases above, responses have been submitted to the relevant tax authority in relation
to the assessments and remain under review with local tax experts. The Directors believe that
the quantum of potential future cash outflows in relation to these tax audits is not probable
cannot be reasonably assessed and therefore no provision has been made for these amounts;
the balances above represent the Group’s assessment of the maximum possible exposure for
the years assessed. The Directors are working with their advisers and are in discussion with
the tax authorities to bring the matters to conclusion based on the facts.

Other individually immaterial tax, and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but not considered probable and therefore no provision has been recognised
in relation to these matters.

Legal claims
Other individually immaterial legal and regulatory proceedings, claims and unresolved
disputes are pending against Helios Towers in a number of jurisdictions. The timing of
resolution and potential outcome (including any future financial obligations) of these are
uncertain, but no cash outflows are considered probable and therefore no provisions have
been recognised in relation to these matters.

28. Net debt

External debt
Lease liabilities
Cash and cash equivalents

Net debt

2023

Cash and cash equivalents

External debt
Lease liabilities

Total financing liabilities

Net debt

2022

Cash and cash equivalents

External debt
Lease liabilities

2023
US$m

2022
US$m

(1,650.3)
(239.4)
106.6

(1,571.6)
(226.0)
119.6

(1,783.1)

(1,678.0)

At
31 December
2023
US$m

106.6

(1,650.3)
(239.4)

Other1
US$m

(7.6)

(3.0)
(67.5)

(70.5)

(1,889.7)

(78.1)

(1,783.1)

Cash flows
US$m

(5.4)

(75.7)
54.1

(21.6)

(27.0)

Cash flows
US$m

Other1
US$m

At
31 December
2022
US$m

(405.0)

(261.2)
40.8

(4.3)

119.6

(14.9)
(84.9)

(1,571.6)
(226.0)

At
1 January
2023
US$m

119.6

(1,571.6)
(226.0)

(1,797.6)

(1,678.0)

At
1 January
2022
US$m

528.9

(1,295.5)
(181.9)

Total financing liabilities

(1,477.4)

(220.4)

(99.8)

(1,797.6)

Net debt

(948.5)

(625.4)

(104.1)

(1,678.0)

1 Other includes foreign exchange and non-cash interest movements.

Refer to Note 20 for further details on the year-on-year movements in loans.

164

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Helios Towers plc Annual Report and Financial Statements 202330. 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.

Notes to the Consolidated Financial Statements
For the year ended 31 December 2023 continued

29. Loss per share
Basic loss per share has been calculated by dividing the total loss for the year by the weighted
average number of shares in issue during the year after adjusting for shares held in the EBT.

To calculate diluted loss per share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of all dilutive potential shares. Share options granted to
employees where the exercise price is less than the average market price of the Company’s
ordinary shares during the year are considered to be dilutive potential shares. Where share
options are exercisable based on performance criteria and those performance criteria have been
met during the year, these options are included in the calculation of dilutive potential shares.

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).

Loss per share is based on:

Current assets
Non-current assets
Current liabilities
Non-current liabilities

Equity attributable to owners of the Company
Non-controlling interests

Loss after tax for the year attributable to owners of

the Company

Adjusted EBITDA (Note 4)

Weighted average number of ordinary shares used to

calculate basic earnings per share

Weighted average number of dilutive potential shares

Weighted average number of ordinary shares used to

2023
US$m

(100.1)
369.9

2023
Number

2022
US$m

(171.5)
282.8

2022
Number

Revenue
Expenses
Loss for the year

1,048,501,270
119,278,686

1,047,039,919
114,017,600

Loss attributable to owners of the Company
Loss attributable to the non-controlling interests

Loss for the year

Net cash inflow/(outflow) from operating activities
Net cash (outflow)/inflow from investing activities
Net cash inflow/(outflow) from financing activities

Net cash inflow/(outflow)

1 Restatement on finalisation of acquisition accounting.

calculate diluted earnings per share

1,167,779,956

1,161,057,519

Loss per share

Basic
Diluted

Adjusted EBITDA per share

Basic
Diluted

2023
cents

(10)
(10)

2023
cents

35
32

2022
cents

(16)
(16)

2022
cents

27
24

The calculation of basic and diluted loss per share is based on the net loss attributable
to equity holders of the Company entity for the year of US$100.1 million (2022: US$171.5
million). Basic and diluted loss per share amounts are calculated by dividing the net loss
attributable to equity shareholders of the Company entity by the weighted average number
of shares outstanding during the year.

The calculation of Adjusted EBITDA per share and diluted EBITDA per share are based on
the Adjusted EBITDA earnings for the year of US$369.9 million (2022: US$282.8 million).
Refer to Note 4 for a reconciliation of Adjusted EBITDA to net loss before tax.

165

Oman

2023
US$m

39.7
509.4
(254.6)
(247.2)

33.1
14.2

Oman

2022
US$m
(Restated)1

11.3
519.6
(114.8)
(256.3)

111.9
47.9

2023
US$m

57.5
(81.4)
(23.9)

(16.7)
(7.2)

(23.9)

22.9
(13.5)
(2.1)

7.3

2022
US$m

3.6
(9.5)
(5.9)

(4.1)
(1.8)

(5.9)

(4.6)
–
8.2

3.6

31. Acquisition of subsidiary undertakings
a) Finalisation of Oman acquisition purchase price accounting (December 2022)
On 8 December 2022, the Group completed the acquisition of Oman Tech Infrastructure SAOC
of the previously announced transaction with Omantel. The Group has acquired 70% of the
share capital of which includes the passive infrastructure on 2,519 sites, colocation contracts
and certain supplier contracts. The Group has treated this as a single business combination
transaction and accounted for it in accordance with IFRS 3 – Business Combinations (IFRS 3)
using the acquisition method. The total consideration in respect of the transaction was
US$494.6 million. Goodwill arising on this business combination has been allocated to the
Oman CGU. The Goodwill is deductible for tax purposes. This acquisition is in line with the
Group’s strategy. On the same date, a 30% stake in the business was sold to Rakiza
Telecommunications Infrastructure LLC as part of the same agreement for total consideration
of US$89.1 million. Non-controlling interest is recognised under the fair value method as
permitted under IFRS 3.

The breakdown of the acquisition price and goodwill generated by the acquisition is as follows:

Total consideration paid
Repayment of debt to seller
Consideration paid in cash for minority interest
Deferred receivable

IFRS Consideration

Non-controlling interest
Less: Net assets acquired

Resulting goodwill

Previously
reported
US$m

Adjustment
US$m

Final
allocation
US$m

494.6
(328.8)
(49.7)
(7.3)

108.8

49.7
(135.0)

23.5

–
–
–
–

–

–
(6.9)

(6.9)

494.6
(328.8)
(49.7)
(7.3)

108.8

49.7
(141.9)

16.6

Following completion of the purchase price accounting process and additional information
received post-closing the fair value of the initial assets acquired have been adjusted as
follows:

Identifiable assets acquired at 8 December 2022:

Assets
Fair value of property, plant and equipment
Fair value of intangible assets
Right of use assets
Other assets
Cash

Total assets

Liabilities
Other liabilities
Lease liabilities
Loans

Total liabilities

Total net identifiable assets

Previously
reported
US$m

Adjustment
US$m

Final
allocation
US$m

147.6
322.8
19.4
0.7
0.6

491.1

(7.9)
(19.4)
(328.8)

(356.1)

135.0

(23.3)
(1.4)
26.5
–
–

1.8

4.6
0.5
–

5.1

6.9

124.3
321.4
45.9
0.7
0.6

492.9

(3.3)
(18.9)
(328.8)

(351.0)

141.9

Prior year comparatives have been restated in accordance with the above.

32. Subsequent events
There were no material subsequent events.

166

Company Statement of Changes in Equity
For the year ended 31 December 2023

Non-current assets
Investments

Current assets
Trade and other receivables
Prepayments
Cash and cash equivalents

Total assets

Equity
Issued capital and reserves
Share capital
Share premium
Share-based payments reserves
Other reserves
Retained earnings

Total equity

Current liabilities
Trade and other payables

Total liabilities

Total equity and liabilities

Note

2023
US$m

2022
US$m

1,317.1

1,316.9

76.1
0.6
2.8

79.5

63.8
0.2
5.9

69.9

1,396.6

1,386.8

13.5
105.6
17.6
7.2
1,215.6

1,359.5

37.1

13.5
105.6
16.0
7.2
1,234.4

1,376.7

10.1

1,396.6

1,386.8

Share
capital
US$m

Share
premium
US$m

Other
reserves
US$m

Share-
based
payments
reserves
US$m

Attributable
to the
owners of
the
Company
US$m

Retained
earnings
US$m

Total
equity
US$m

13.5

105.6

7.2

12.4

1,244.5

1,383.2

–

(10.1)

3.6

–

3.6

13.5

105.6

7.2

16.0

1,234.4

1,376.7

–

(18.8)

1.6

–

1.6

13.5

105.6

7.2

17.6

1,215.6

1,359.5

Balance at
1 January 2022

Total comprehensive
loss for the year
Transactions with
owners:
Share-based payments

Balance at
31 December 2022

Total comprehensive
loss for the year
Transactions with
owners:
Share-based payments

Balance at
31 December 2023

Share-based payments reserves relate to share options awarded. For further information
refer to details set out in Note 13 in the Consolidated Financial Statements of the Group.

The loss for the year attributable to the shareholders of the Company and recorded through
the accounts of the Company was US$18.8 million (2022: US$10.1 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
13 March 2024 and signed on its behalf by:

Tom Greenwood

Manjit Dhillon

167

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Notes to the Company Financial Statements
For the year ended 31 December 2023

1. Statement of compliance and presentation of financial statements
Helios Towers plc (‘the Company’), together with its subsidiaries (collectively, ‘Helios’, or ‘the
Group’), is an independent tower company, with operations across seven countries. Helios
Towers plc is a public limited company incorporated and domiciled in the UK, and registered
under the laws of England & Wales under company number 12134855 with its registered
address at 10th Floor, 5 Merchant Square West, London W2 1AS, United Kingdom. The ordinary
shares of Helios Towers plc were admitted to the premium listing segment of the Official List of
the UK Financial Conduct Authority and trade on the London Stock Exchange plc’s main
market for listed securities. The Company is the parent and ultimate parent of the Group.

The principal accounting policies adopted by the Company are set out in Note 2. These
policies have been consistently applied to all periods presented.

2. Accounting policies
Basis of preparation
The Company Financial Statements have been prepared in accordance with applicable
United Kingdom accounting standards, including Financial Reporting Standard 102 –
‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’
(FRS 102), and with the Companies Act 2006.

The Financial Statements have been prepared on the historical cost basis. The Financial
Statements are presented in United States Dollars (US$), and rounded to the nearest
hundred thousand (US$0.1 million) except where otherwise stated, which is the functional
currency of the Company. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.

Helios Towers plc meets the definition of a qualifying entity under FRS 102 and has therefore
taken advantage of the disclosure exemptions available to it in respect of its Financial
Statements. Exemptions have been taken in relation to share-based payments, financial
instruments, presentation of a cash flow statement, intra-Group transactions and
remuneration of key management personnel.

The Company has taken advantage of section 408 of the Companies Act 2006 and has not
included its own profit and loss account in these Financial Statements.

The principal accounting policies adopted are set out below.

Going Concern
The directors have, at the time of approving the financial statements, a reasonable expectation
that the Company has adequate resources to continue in operational existence for the
foreseeable future as the Company has both positive net assets and current assets to meet its
obligations in the future. Thus they continue to adopt the going concern basis of accounting in
preparing the financial statements.

Foreign currency translation
In preparing the Financial Statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each reporting date, monetary assets
and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing
at that date. Non-monetary items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair value was determined.

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.

168

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.

A source of estimation uncertainty for the Company relates to the review for impairment
of investment carrying values and the estimates used when determining the recoverable
value of the investment. However, there is not considered to be a significant risk of material
adjustment from revisions to these assumptions within the next financial year.

Financial risk management
The Company has exposure to market risk. The overall framework for managing risk that
affects the Company is discussed in Note 2 to the Consolidated Financial Statements.
All carrying values are considered to be fair values.

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

Cost
Brought forward
Additions in the year

Carried forward at 31 December

Provision for impairment
Brought forward

Carried forward at 31 December

Net book value as at 31 December

2023
US$m

2022
US$m

1,316.9
0.2

1,317.1

1,240.2
76.7

1,316.9

–

1,317.1

1,316.9

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 2023.

Name

Helios Towers UK Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Bidco Limited
Helios Towers Madagascar Holdings Limited
Helios Towers Partners (UK) Limited
HTA(UK) Partner Limited
Helios Towers Africa LLP
Helios Towers Gabon Holdings Limited
Helios Towers Chad Holdings Limited

Company number

12861165
13074060
13325881
13074064
11849776
07564867
OC352332
13636529
13547961

The registered office address of all subsidiaries is included in the list of subsidiaries on page 172.
Helios Towers Ghana Limited, Helios Towers South Africa Holdings (Pty) Ltd, HTA Holdings
Ltd, Helios Towers DRC S.A.R.L., Helios Towers Tanzania Limited, HT Congo Brazzaville
Holdco Limited, Helios Towers Chad Holdco Limited, Towers NL Coöperatief U.A., McRory
Investment B.V., McTam International 1 B.V., HT Holdings Tanzania Ltd, Helios Towers UK
Holdings Limited, HTA (UK) Partner Ltd, Helios Towers Bidco Limited, Helios Towers Limited
and HTA (UK) Partner Limited are intermediate holding companies.

The principal activities of HTG Managed Services Limited, HT DRC Infraco S.A.R.L., HTT
Infraco Limited, and Helios Towers Congo Brazzaville SASU, Helios Towers Senegal SAU,
Madagascar Towers SA, Malawi Towers Limited, Oman Tech Infrastructure SAOC and the
remaining South African entities are the building and maintenance of telecommunications
towers to provide space on those towers to wireless telecommunication service providers in
Africa and the Middle East.

All investments relate to ordinary shares.

169

3. Investments (continued)
The subsidiary companies of Helios Towers plc are as follows:

Name of subsidiary

Country of incorporation

Direct

Indirect

Direct

Indirect

Effective shareholding 2023

Effective shareholding 2022

Helios Towers Chad Holdco Limited
Helios Towers Africa LLP
Helios Towers Bidco Limited
Helios Towers Chad Holdings Limited
Helios Towers Congo Brazzaville SASU
Helios Towers DRC S.A.R.L.
Helios Towers FZ-LLC
Helios Towers Gabon Holdings Limited
Helios Towers Ghana Limited Company
Helios Towers, Ltd
Helios Towers Madagascar Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Partners (UK) Limited
Helios Towers Senegal SAU
Helios Towers South Africa Holdings (Pty) Ltd
Helios Towers South Africa (Pty) Ltd
Helios Towers South Africa Services (Pty) Ltd
Helios Towers (SFZ) SPC
Helios Towers Tanzania Limited
Helios Towers UK Holdings Limited
HS Holdings Limited
HT Congo Brazzaville Holdco Limited
HT DRC Infraco S.A.R.L.
HT Holdings Tanzania Ltd
HTA Group, Ltd
HTA Holdings Ltd
HTA (UK) Partner Ltd
HTG Managed Services Limited Company
HTSA Towers (Pty) Ltd
HTT Infraco Limited
Madagascar Towers SA
McRory Investment B.V.
McTam International 1 B.V.
Towers NL Coöperatief U.A.
HT Services Limited
Helios Towers Group Services (Pty) Ltd
Malawi Towers Limited
Helios Towers Gabon S.A.
Oman Tech Infrastructure SAOC

170

Mauritius
United Kingdom
United Kingdom
United Kingdom
Republic of Congo
Democratic Republic of the Congo
United Arab Emirates
United Kingdom
Ghana
Mauritius
United Kingdom
United Kingdom
United Kingdom
Senegal
South Africa
South Africa
South Africa
Oman
Tanzania
United Kingdom
Tanzania
Mauritius
Democratic Republic of the Congo
Mauritius
Mauritius
Mauritius
United Kingdom
Ghana
South Africa
Tanzania
Madagascar
The Netherlands
The Netherlands
The Netherlands
Malawi
South Africa
Malawi
Gabon
Oman

–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–

100%
100%
100%
100%
100%
100%
100%
100%
100%
–
100%
100%
100%
100%
100%
66%
100%
100%
100%
–
1%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
70%

–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–

100%
100%
100%
100%
100%
100%
100%
100%
100%
–
100%
100%
100%
100%
100%
66%
100%
100%
100%
–
1%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
70%

4. Trade and other receivables

Amounts receivable from related parties

2023
US$m

75.7

Amounts receivable from related parties are unsecured, interest free and repayable on
demand.

5. Cash and cash equivalents

Bank balances

6. Share capital

Authorised, issued and fully paid
Ordinary shares of £0.01 each

2023
US$m

2.8

2022

Number
of shares
(millions)

1,051

2023

Number
of shares
(millions)

1,051

US$m

13.5

2022
US$m

63.8

2022
US$m

5.9

US$m

13.5

The share capital is represented by the share capital of the Company, Helios Towers plc. The
Company was incorporated on 1 August 2019 to act as the holding company for the Group.

7. Trade and other payables

Amounts payable to related parties

2023
US$m

36.8

2022
US$m

10.1

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.

171

Financial StatementsGovernance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023List of subsidiaries

Name of subsidiary

Registered office address

10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
10th Floor, 5 Merchant Square West, London, United Kingdom, W2 1AS
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius

Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius
6th Floor, ECOBANK Building, Avenue Amilcar Cabral, Downtown, Brazzaville, Republic of Congo
1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
1st Floor, Tower LE 130, 130B, Avenue Kwango, Kinshasa, Gombe, DRC
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar Es Salaam, Tanzania
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar Es Salaam, Tanzania
Ground Floor, Peninsula House, Plot No. 251 Toure Drive, P.O. Box 105297, Oysterbay, Dar Es Salaam, Tanzania
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra-Ghana
No.31, Akosombo Road, Airport Residential Area, Private Mail Bag CT 409, Cantonments, Accra-Ghana
EDGE Amsterdam West (Basisweg 10, 1043 AP, Amsterdam)
Oslo 1, 2993 LD Barendrecht, The Netherlands
Oslo 1, 2993 LD Barendrecht, The Netherlands
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
First Floor, Hertford Office Park Block I, Bekker Road, Vorna Valley, Midrand, Gauteng, 1686
DIC, Unit 102, Floor 1, Building 5, Dubai Internet City, United Arab Emirates
5e étage Batiment H, Résidence Malaado Plaza, Tour de l’œu
Salalah Free Zone, PO Box 87, Postal code: 217, Oman
2nd Floor, Glass House, Area 14, Lilongwe, Malawi
2nd Floor, Glass House, Area 14, Lilongwe, Malawi
Batiment Ariane 5 B - Rez-de chaussée – Zone GALAXY Adraharo - Antananarivo – Madagascar
Salalah Free Zone / Salalah / Dhofar Governorate. P.O. Box: 87, Postal Code: 217, Sultanate of Oman
Immeuble Assia 1, 1er Etage, Haut de guegue, BP 936, Libreville, Gabon

Helios Towers Africa LLP
Helios Towers Partners (UK) Limited
HTA (UK) Partner Ltd
Helios Towers UK Holdings Limited
Helios Towers Madagascar Holdings Limited
Helios Towers Malawi Holdings Limited
Helios Towers Chad Holdings Limited
Helios Towers Gabon Holdings Limited
Helios Towers Bidco Limited
Helios Towers, Ltd.
HTA Holdings, Ltd
HTA Group, Ltd
HT Congo Brazzaville Holdco Limited

HT Holdings Tanzania, Ltd
Helios Chad Holdco Limited
Helios Towers Congo Brazzaville SASU
Helios Towers DRC SARL
HT DRC Infraco SARL
Helios Towers Tanzania Limited
HTT Infraco Limited
HS Holdings Limited
Helios Towers Ghana Limited Company
HTG Managed Services Limited Company
Towers NL Cooperatief U.A.
McTam International 1 B.V.
McRory Investment B.V.
Helios Towers South Africa Holdings (Pty) Ltd
Helios Towers South Africa (Pty) Ltd
Helios Towers South Africa Services (Pty) Ltd
Helios Towers Group Services (Pty) Ltd
HTSA Towers (Pty) Ltd
Helios Towers FZ-LLC
Helios Towers Senegal SAU
Helios Towers (SFZ) SPC
HT Services Limited
Helios Towers Malawi Limited
Helios Towers Madagascar SA
Oman Tech Infrastructure SAOC
Helios Towers Gabon S.A

172

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Officers, professional advisors and shareholder information

Directors
Sir Samuel Jonah
Tom Greenwood
Manjit Dhillon
Magnus Mandersson
Alison Baker
Richard Byrne
Helis Zulijani-Boye
Temitope Lawani
Sally Ashford
Carole Wamuyu Wainaina

Company Secretary
Paul Barrett

Registered Office
10th Floor
5 Merchant Square West
London
W2 1AS
United Kingdom

Registered number
12134855

Banker
NatWest Bank Plc
63 Piccadilly & New Bond Street
London
W1J 0AJ

Auditor
Deloitte LLP
1 New Street Square
London
EC4A 3HQ

Solicitor
Linklaters LLP
One Silk Street
London
EC2Y 8HQ

Financial PR
FTI Consulting
200 Aldersgate Street
Barbican
London
EC1A 4HD

Shareholder Information
Corporate website
The website provides information regarding
the Company’s:

Electronic communications
We encourage our shareholders to receive
documentation from Helios Towers plc
electronically to benefit from:

– governance;
– Sustainable Business Strategy;
– business model; and
– values and approach.

There is also a dedicated Investors section
which contains up-to-date information for
shareholders and future investors including:

– results, reports and presentations;
– regulatory announcements;
– share price data;
– financial calendar; and
– recent M&A transactions and financing

projects.

Registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ

All general queries regarding holdings of
ordinary shares in the Company should be
addressed to the Company’s Registrar
at the above address or online at
www-uk.computershare.com/
Investor/#Home.

Telephone for both UK and overseas
shareholders: +44 (0)370 703 6049

– viewing the Annual Report and Financial
Statements on their publication date;
– receiving email alerts when shareholder

documents are available;

– casting their AGM vote electronically; and
– managing their shareholding quickly and
securely online, through Computershare.

Receiving electronic shareholder
communications also carries environmental
benefits through reduced use of printing,
paper and couriers. For further information
and to register for electronic shareholder
communications, visit www-uk.
computershare.com/Investor/#Home.

Shareholder security
Companies have become increasingly aware
of shareholders receiving unsolicited
telephone calls or correspondence
concerning investment matters. These callers
typically cold-call investors offering
worthless, overpriced, or potentially non-
existent shares, or to buy shares at an inflated
price in return for an upfront payment.

More detailed information on this or similar
activity, and how to avoid investment scams,
can be found on the Financial Conduct
Authority’s website.

173

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Glossary

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 loss before tax for the year,
adjusted for finance costs, other gains and
losses, interest receivable, loss on disposal of
property, plant and equipment, amortisation
of intangible assets, depreciation and
impairments of property, plant and
equipment, depreciation of right-of-use
assets, deal costs for aborted acquisitions,
deal costs not capitalised, share-based
payments and long-term incentive plan
charges, and other adjusting items. Adjusting
items are material items that are considered
one-off by management by virtue of their
size and/or incidence.

‘Adjusted EBITDA margin’ means Adjusted
EBITDA divided by revenue.

174

‘Adjusted gross margin’ means Adjusted
Gross Profit divided by revenue.

‘Adjusted gross profit’ means gross profit
adding back site and warehouse
depreciation.

‘Airtel’ means Airtel Africa.

‘amendment revenue’ means revenue from
amendments to existing site contracts when
tenants add or modify equipment, taking up
additional vertical space, wind load capacity
and/or power consumption under an existing
site contract.

‘anchor tenant’ means the primary customer
occupying each site.

‘Analysys Mason’ means Analysys Mason
Limited.

‘Annualised Adjusted EBITDA’ means
Adjusted EBITDA for the last three months
of the respective period, multiplied by
four, adjusted to reflect the annualised
contribution from acquisitions that have
closed in the last three months of the
respective period.

‘Annualised portfolio free cash flow’ means
portfolio free cash flow for the respective
period, adjusted to annualise for the impact
of acquisitions closed during the period.

‘average remaining life’ means the average
of the periods through the expiration of the
term under certain agreements.

‘APMs’ Alternative Performance Measures
are measures of financial performance,
financial position or cash flows that are not
defined or specified under IFRS but used by
the Directors internally to assess the
performance of the Group.

‘Average grid hours’ or ‘average grid
availability’ reflects the estimated site weighted
average of grid availability per day across the
Group portfolio in the reporting year.

‘build-to-suit/BTS’ means sites constructed
by our Group on order by a MNO.

‘CAGR’ means compound annual growth rate.

‘Carbon emissions per tenant’ is the metric
used for our intensity target. The carbon
emissions include Scope 1 and 2 emissions
for the markets included in the target and
the average number of tenants is calculated
using monthly data.

‘Chad’ means Republic of Chad.

‘colocation’ means the sharing of site space
by multiple customers or technologies on the
same site, equal to the sum of standard
colocation tenants and amendment
colocation tenants.

‘colocation tenant’ means each additional
tenant on a site in addition to the primary
anchor tenant and is classified as either a
standard or amendment colocation tenant.

‘committed colocation’ means contractual
commitments relating to prospective
colocation tenancies with customers.

‘Company’ means Helios Towers, Ltd prior to
17 October 2019, and Helios Towers plc on or
after 17 October 2019.

‘Congo Brazzaville’ otherwise also known as
the Republic of Congo.

‘contracted revenue’ means total
undiscounted revenue as at that date with local
currency amounts converted at the applicable
average rate for US Dollars held constant. Our
contracted revenue calculation for each year
presented assumes: (i) no escalation in fee
rates, (ii) no increases in sites or tenancies
other than our committed tenancies (which
include committed colocations and/or
committed anchor tenancies), (iii) our
customers do not utilise any cancellation
allowances set forth in their MLAs (iv) our
customers do not terminate MLAs early for any
reason and (v) no automatic renewal.

‘corporate capital expenditure’ primarily
relates to furniture, fixtures and equipment.

‘CPI’ means Consumer Price Index.

‘Downtime per tower per week’ refers to the
average amount of time our sites are not
powered across each week within our 7
markets that Helios Towers was operating in
across 2022 and 2023.

‘DEI’ means Diversity, Equity and Inclusion.

‘Deloitte’ means Deloitte LLP.

‘DRC’ means Democratic Republic of Congo.

‘ESG’ means Environmental, Social and
Governance.

‘Executive Committee’ means the Group
CEO, the Group CFO, the regional CEO’s,
the Director of Business Development and
Regulatory Affairs, the Director of Delivery
and Business Excellence, the Director of
Operations and Engineering, the Director of
Human Resources, the Director of Property
and SHEQ and the General Counsel and
Company Secretary.

‘Executive Leadership Team’ means the
Executive Committee, the regional directors,
the country managing directors and the
functional specialists.

‘Executive Management’ means Executive
Committee.

‘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’.

‘FTSE WLR’ means FTSE Women Leaders
Review.

‘Free Cash Flow’ means Adjusted free cash
flow less net change in working capital, cash
paid for adjusting and EBITDA adjusting
items, cash paid in relation to non-recurring
taxes and proceeds on disposal of assets.

‘Gabon’ means Gabonese Republic.

‘Ghana’ means the Republic of Ghana.

‘GHG’ means greenhouse gases.

‘gross debt’ means non-current loans and
current loans and long-term and short-term
lease liabilities.

‘gross leverage’ means gross debt divided
by annualised Adjusted EBITDA.

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Glossary continued

‘gross margin’ means gross profit, adding
site and warehouse depreciation, divided
by revenue.

‘independent tower company’ means a
tower company that is not affiliated with
a telecommunications operator.

‘LTIP’ means Long Term Incentive Plan.

‘Oman’ means Sultanate of Oman.

‘Madagascar’ means Republic of
Madagascar.

‘Malawi’ means Republic of Malawi.

‘Orange’ means Orange S.A.

‘Organic tenancy growth’ means the
addition of BTS or colocations.

‘Indicative site ROIC’ is for illustrative
purposes only, and based on Group
average build-to-suit tower economics as of
December 2023. Site ROIC calculated as site
portfolio free cash flow divided by indicative
capital expenditure. Site portfolio free cash
flow reflects indicative Adjusted gross profit
per site less ground lease expense and
non-discretionary capex.

‘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 2023. 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.

‘ISO accreditations’ refers to the
International Organisation for
Standardisation and its published standards:
ISO 9001 (Quality Management), ISO 14001
(Environmental Management), ISO 45001
(Occupational Health and Safety) and ISO
37001 (Anti-Bribery Management), ISO
27001 (Information Security Management).

‘IVMS’ means in-vehicle monitoring system.

‘Lath’ means Lath Holdings, Ltd.

‘Lean Six Sigma’ is a renowned approach
that helps businesses increase productivity,
reduce inefficiencies and improve the quality
of output.

‘maintenance capital expenditure’ means
capital expenditures for periodic
refurbishments and replacement of parts and
equipment to keep existing sites in service.

‘Mauritius’ means the Republic of Mauritius.

‘MENA’ means Middle East & North Africa.

‘Middle East’ region includes thirteen countries
namely Hashemite Kingdom of Jordan,
Kingdom of Bahrain, Kingdom of Saudi Arabia,
Republic of Iraq, Republic of Lebanon, State of
Kuwait, Sultanate of Oman, State of Palestine,
State of Qatar, Syrian Arab Republic, The
Republic of Yemen, The Islamic Republic of
Iran and The United Arab Emirates.

‘Millicom’ means Millicom International
Cellular SA.

‘MLA’ means master lease agreement.

‘MNO’ means mobile network operator.

‘mobile penetration’ means the amount
of unique mobile phone subscriptions as a
percentage of the total market for active
mobile phones.

‘MTN’ means MTN Group Ltd.

‘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.

‘lease-up’ means the addition of colocation
tenancies to our sites.

‘net debt’ means gross debt less cash and
cash equivalents.

‘Levered portfolio free cash flow’ means
portfolio free cash flow less net payment of
interest.

‘Lost Time Injury Frequency Rate’ means
the number of lost time injuries per one
million hours worked (12-month roll)

‘LSE’ means London Stock Exchange.

‘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.

‘Newlight’ means Newlight Partners LP.

‘our established markets’ refers to Tanzania,
DRC, Congo Brazzaville, Ghana and South
Africa.

‘our markets’ or ‘markets in which we
operate’ refers to Tanzania, DRC, Congo
Brazzaville, Ghana, South Africa, Senegal,
Madagascar, Malawi and Oman.

‘Percentage of employees trained in Lean
Six Sigma’ is the percentage of permanent
employees who have completed the Orange
or Black Belt training programme.

‘Population coverage’ refers to the Company
estimated potential population that falls
within the network coverage footprint of
our towers, calculated using WorldPop
source data.

‘Portfolio free cash flow’ defined as
Adjusted EBITDA less maintenance and
corporate capital additions, payments of
lease liabilities (including interest and
principal repayments of lease liabilities)
and tax paid.

‘PoS’ means points of service, which is an
MNO’s antennae equipment configuration
located on a site to provide signal coverage
to subscribers. At Helios Towers, a standard
PoS is equivalent to one tenant on a tower.

‘Power uptime’ reflects the average
percentage our sites are powered across
each month, and is a key component of
our service offering to customers. For
comparability, figures presented only reflect
portfolios that are subject to power SLAs for
both the current and prior reporting period.
This includes Tanzania, DRC, Senegal, Congo
Brazzaville, South Africa, Ghana and
Madagascar.

‘Principal Shareholders’ refers to Quantum
Strategic Partners Ltd, Helios Investment
Partners and Albright Capital Management.

‘growth capex’ or ‘growth capital
expenditure’ relates to (i) construction
of build-to-suit sites (ii) installation of
colocation tenants and (ii) and investments
in power management solutions.

‘Group’ means Helios Towers, Ltd (HTL) and
its subsidiaries prior to 17 October 2019, and
Helios Towers plc and its subsidiaries on or
after 17 October 2019.

‘GSMA’ is the industry organisation that
represents the interests of mobile network
operators worldwide.

‘Hard currency Adjusted EBITDA’ refers to
Adjusted EBITDA that is denominated in US
Dollars, US$ pegged, US Dollar linked or Euro
pegged.

‘Hard currency Adjusted EBITDA %’ refers
to Hard currency Adjusted EBITDA as a % of
Adjusted EBITDA

‘Helios Towers Congo Brazzaville’ or ‘HT
Congo Brazzaville’ means Helios Towers
Congo Brazzaville SASU.

‘Helios Towers DRC’ or ‘HT DRC’ means HT
DRC Infraco SARL.

‘Helios Towers Ghana’ or ‘HT Ghana’ means
HTG Managed Services Limited.

‘Helios Towers Oman’ or ‘HT Oman’ means
Oman Tech Infrastructure SAOC.

‘Helios Towers plc’ means the ultimate
Company of the Group.

‘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.

175

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Glossary continued

‘Project 100’ refers to our commitment to
invest US$100 million between 2022 and
2030 on carbon reduction and carbon
innovation.

‘Quantum’ means Quantum Strategic
Partners, Ltd.

‘RMS’ means Remote Monitoring System.

‘Road Traffic Accident Frequency Rate’
means the number of work related road
traffic accidents per one million kilometres
driven (12-month roll).

‘ROIC’ means return on invested capital and
is defined as annualised portfolio free cash
flow divided by invested capital.

‘Rural area’ while there is no global
standardised definition of rural, we have
defined rural as milieu with population
density per square kilometre of up to 1,000
inhabitants. These include greenfield sites,
small villages and towns with a series of
small settlement structures.

‘Rural coverage’ is the population living
within the footprint of a site located in
a rural area.

‘Rural sites’ means sites which align to the
above definition of ‘Rural area’.

‘Senegal’ means the Republic of Senegal.

‘Shares’ means the shares in the capital of
the Company.

‘Shareholders Agreement’ means the
agreement entered into between the Principal
Shareholders and the Company on 15 October
2019, which grants certain governance rights
to the Principal Shareholders and sets out a
mechanism for future sales of shares in the
capital of the Company.

‘SHEQ’ means safety, health, environment
and quality.

‘site acquisition’ means a combination
of MLAs or MTSAs, which provide the
commercial terms governing the provision
of site space, and individual ISA, which act
as an appendix to the relevant MLA or MTSA,
and include site-specific terms for each site.

176

‘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).

‘SLA’ means service-level agreement.

‘South Africa’ means the Republic of
South Africa.

‘standard colocation’ means tower space
under a standard tenancy site contract rate
and configuration with defined limits in terms
of the vertical space occupied, the wind load
and power consumption.

‘standard colocation tenant’ means a
customer occupying tower space under a
standard tenancy lease rate and configuration
with defined limits in terms of the vertical
space occupied, the wind load and power
consumption.

‘strategic suppliers’ means suppliers that
deliver products or provide us with services
deemed critical to executing our strategy
such as site maintenance and batteries.

‘Sub-Saharan Africa’ or ‘SSA’ means African
countries that are fully or partially located
south of the Sahara.

‘Tanzania’ means the United Republic of
Tanzania.

‘TCFD’ means Task Force on Climate-Related
Financial Disclosures.

‘telecommunications operator’ means a
company licensed by the government to
provide voice and data communications
services.

‘tenancy’ means a space leased for
installation of a base transmission site and
associated antennae.

‘tenancy ratio’ means the total number of
tenancies divided by the total number of our
sites as of a given date and represents the
average number of tenants per site within
a portfolio.

‘tenant’ means an MNO that leases vertical
space on the tower and portions of the land
underneath on which it installs its equipment.

‘the Code’ means the UK Corporate
Governance Code published by the FRC
and dated July 2018, as amended from time
to time.

‘the Regulations’ means the Large and
Medium-sized Companies and Groups
(Accounts and Reports) regulations 2008
(as amended).

‘the Trustee’ means the trustee(s) of the EBT.

‘Tigo’ refers to one or more subsidiaries of
Millicom that operate under the commercial
brand ‘Tigo’.

‘total colocations’ means standard
colocations plus amendment colocations
as of a given date.

‘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 includes certain
site-specific information (for example,
location and equipment).

‘towerco’ means tower company, a
corporation involved primarily in the
business of building, acquiring and
operating telecommunications towers
that can accommodate and power the
needs of multiple tenants.

‘tower sites’ means ground-based
towers and rooftop towers and installations
constructed and owned by us on property
(including a rooftop) that is generally owned
or leased by us.

‘TSR’ means total shareholder return.

‘UK Corporate Governance Code’ means the
UK Corporate Governance Code published
by the Financial Reporting Council and dated
July 2018, as amended from time to time.

‘UK GAAP’ means the United Kingdom
Generally Accepted Accounting Practice.

‘upgrade capex’ or ‘upgrade capital
expenditure’ comprises structural,
refurbishment and consolidation activities
carried out on selected acquired sites.

‘US-style contracts’ means the structure and
tenor of contracts are broadly comparable to
large US-based companies.

‘Viettel’ means Viettel Tanzania Limited.

‘Vodacom’ means Vodacom Group Limited.

‘Vodacom Tanzania’ means Vodacom
Tanzania plc.

Our customers, as well as certain other
telecommunications operators named in this
Annual Report, are generally referred to in
this document by their trade names. Our
contracts with these customers are typically
with an entity or entities in that customer’s
group of companies.

Annual Report and Financial Statements
2023: https://www.heliostowers.com/annual-
report-2023.pdf

Reporting supplement to the Annual Report
and Financial Statements 2023: https://www.
heliostowers.com/annual-report-
supplement-2023.pdf

Governance ReportFinancial StatementsStrategic ReportHelios Towers plc Annual Report and Financial Statements 2023Disclaimer
This document does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire or dispose
of securities in Helios Towers plc (the ‘Company’) or any other member of the Helios Towers group (the ‘Group’), nor should it be construed as legal, tax, financial, investment or accounting
advice. This document contains forward-looking statements which are subject to known and unknown risks and uncertainties because they relate to future events, many of which are beyond the
Group’s control. These forward-looking statements include, without limitation, statements in relation to the Company’s financial outlook and future performance and related projections and
forecasts. No assurance can be given that future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. You are cautioned not
to rely on these forward-looking statements, which speak only as of the date of this announcement. The Company undertakes no obligation to update or revise any forward-looking statement to
reflect any change in its expectations or any change in events, conditions or circumstances. Nothing in this document is or should be relied upon as a warranty, promise or representation, express
or implied, as to the future performance of the Company or the Group or their businesses.

This document also contains industry, market and competitive position data and forecasts from our own internal estimates and research as well as from studies conducted by third parties, publicly
available information, industry and general publications and research and surveys. This information involves a number of assumptions and limitations, and you are cautioned not to give undue
weight to these estimates, as there is no assurance that any of them will be reached.

Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and
completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources and from our and third party estimates are subject to the same
qualifications and uncertainties as the other forward-looking statements in this prospectus and as described above.

This document also contains non-GAAP financial information which the Directors believe is valuable in understanding the performance of the Group. However, non-GAAP information is not
uniformly defined by all companies and therefore it may not be comparable with similarly titled measures disclosed by other companies, including those in the Group’s industry. Although these
measures are important in the assessment and management of the Group’s business, they should not be viewed in isolation or as replacements for, but rather as complementary to,
the comparable GAAP measures.

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