IHS : Financial Statements (IHS Holding Limited 1Q25 Financial Statements)

IHS

Published on 05/20/2025 at 07:54

IHS HOLDING LIMITED

UNAUDITED CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS

ENDED MARCH 31, 2025

Page

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements 8

Condensed Consolidated Statement of Income/(Loss) and Other Comprehensive Income (Unaudited) 9

Condensed Consolidated Statement of Financial Position (Unaudited) 10

Condensed Consolidated Statement of Changes in Equity (Unaudited) 11

Condensed Consolidated Statement of Cash Flows (Unaudited) 12

Notes to the Unaudited Condensed Consolidated Interim Financial Statements 13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 31

Key Financial and Operational Performance Indicators 40

This Form 6-K contains forward-looking statements. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Form 6-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "commits," "projects," "contemplates," "believes," "estimates," "forecast," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 6-K include, but are not limited to statements regarding our future results of operations and financial position, future organic growth, industry and business trends, business strategy and plans, shareholder value creation (including our ongoing strategic review and related productivity enhancements and cost reductions, as well as our ability to refinance or meet our debt obligations), our market growth, position and our objectives for future operations, including our ability to maintain relationships with customers, the potential benefit of the terms of our contract renewals the impact (illustrative or otherwise) of the renewed agreements with MTN Nigeria (including certain rebased fee components) on our financial results, the impact of currency and exchange rate fluctuations (including the fluctuations of the Naira) and other economic and geopolitical factors on our future results and operations, the outcome and potential benefit of our ongoing strategic review, including our ability to make commercial progress, increase Adjusted EBITDA and cash flow generation and reduce debt, our objectives for future operations, and the timing of any of the foregoing.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

non-performance under or termination, non-renewal or material modification of our customer agreements;

volatility in terms of timing for settlement of invoices or our inability to collect amounts due under invoices;

a reduction in the creditworthiness and financial strength of our customers;

the business, legal and political risks in the countries in which we operate;

general macroeconomic conditions in the countries in which we operate and the wider global economy, including any impact of potential tariffs by foreign governments;

changes to existing or new tax laws, rates or fees;

foreign exchange risks, particularly in relation to the Nigerian Naira, and/or ability to hedge against such risks in our commercial agreements or to access U.S. dollars in our markets;

the effect of regional or global health pandemics, geopolitical conflicts and wars and acts of terrorism including, but not limited to, or as a result of, political instability, religious differences, ethnicity and regionalism in emerging and less developed markets;

our inability to successfully execute our business strategy and operating plans, including our ability to increase the number of Colocations and Lease Amendments on our Towers and construct New Sites or develop business related to adjacent telecommunications verticals (including, for example, relating to our fiber businesses in Latin America and elsewhere) or deliver on our sustainability or environmental, social and governance (ESG) strategy and initiatives under anticipated costs, timelines, and complexity, such as our Carbon Reduction Roadmap (and Project Green);

our inability to successfully execute our business strategy and operating plans, and manage our growth;

our reliance on third-party contractors or suppliers, including failure, underperformance or inability to provide products or services to us (in a timely manner or at all) due to sanctions regulations, supply chain issues or for other reasons;

our estimates and assumptions and estimated operating results may differ materially from actual results;

increases in operating expenses, including fluctuating costs for diesel or ground leases;

failure to renew or extend our ground leases, or protect our rights to access and operate our Towers or other telecommunications infrastructure assets;

loss of tenancies or customers;

risks related to our indebtedness;

changes to the network deployment plans of mobile operators in the countries in which we operate;

a reduction in demand for our services;

the introduction of new technology reducing the need for tower infrastructure and/or adjacent telecommunication verticals;

an increase in competition in the telecommunications tower infrastructure industry and/or adjacent telecommunication verticals;

our failure to integrate recent or future acquisitions;

the identification by management of material weaknesses in our internal control over financial reporting, which could affect our ability to produce accurate financial statements on a timely basis or cause us to fail to meet our future reporting obligations;

increased costs, harm to reputation, or other adverse impacts related to increased intention to and evolving expectations for environmental, social and governance initiatives;

our reliance on our senior management team and/or key employees;

failure to obtain required approvals and licenses for some of our sites or businesses or comply with applicable regulations;

inability to raise financing to fund future growth opportunities or operating expense reduction strategies;

environmental liability;

inadequate insurance coverage, property loss and unforeseen business interruption;

compliance with or violations (or alleged violations) of laws, regulations and sanctions, including but not limited to those relating to telecommunications regulatory systems, tax, labor, employment (including new minimum wage regulations), unions, health and safety, antitrust and competition, environmental protection, consumer protection, data privacy and protection, import/export, foreign exchange or currency, and of anti-bribery, anti-corruption and/or money laundering laws, sanctions and regulations;

disruptions in our supply of diesel or other materials, as well as related price fluctuations;

legal and arbitration proceedings;

our reliance on shareholder support (including to invest in growth opportunities) and related party transaction risks;

risks related to the markets in which we operate, including but not limited to local community opposition to some of our sites or infrastructure, and the risks from our investments into emerging and other less developed markets;

injury, illness or death of employees, contractors or third parties arising from health and safety incidents;

loss or damage of assets due to security issues or civil commotion;

loss or damage resulting from attacks on any information technology system or software;

loss or damage of assets due to extreme weather events whether or not due to climate change;

failure to meet the requirements of accurate and timely financial reporting and/or meet the standards of internal control over financial reporting that support a clean certification under the Sarbanes Oxley Act;

risks related to our status as a foreign private issuer; and

the important factors discussed in the section titled "Risk Factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024.

The forward-looking statements in this Form 6-K are based upon information available to us as of the date of this Form 6-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this Form 6-K and the documents that we reference in this Form 6-K with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Additionally, we may provide information herein that is not necessarily "material" under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Particularly in the ESG context, materiality is subject to various definitions that often differ from, and are generally more expansive than, the definition under US federal securities laws. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas (GHG) accounting and the processes for measuring and counting GHG emissions and GHG emissions reductions are evolving, and it is possible that our approaches both to measuring our emissions and any reductions may be at some point, either currently or in future, considered by certain parties to not be in keeping with best practices. In addition, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. These forward-looking statements speak only as of the date of this Form 6-K. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this Form 6-K, whether as a result of any new information, future events or otherwise. Additionally, references to any website or other documents contained in this Form 6-K are provided for convenience only, and their content is not incorporated by reference into this Form 6-K.

Unless the context provides otherwise, references herein to:

"2026 Notes" refers to our $500 million 5.625% Senior Notes due 2026.

"2027 Notes" refers to our $940 million 8.000% Senior Notes due 2027.

"2028 Notes" refers to our $500 million 6.250% Senior Notes due 2028.

"2030 Notes" refers to our $550 million 7.875% Senior Notes due 2030.

"2031 Notes" refers to our $650 million 8.250% Senior Notes due 2031.

"9mobile" refers to Emerging Markets Telecommunication Services Limited, which was previously known as Etisalat Nigeria.

"Airtel Nigeria" refers to Airtel Networks Limited, a subsidiary of Airtel Africa.

"Articles" refers to our second amended and restated memorandum and articles of association, adopted by special resolution dated June 28, 2024.

"Brazilian Real" and "BRL" refers to the lawful currency of the Federative Republic of Brazil.

"Carbon Reduction Roadmap" refers to our strategy for decreasing our emissions, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 50% by 2030, using 2021 emissions data as the baseline.

"CBN" refers to the Central Bank of Nigeria.

"Churn" refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer's contract in any particular period, adjusted for the reintegration of previously lost tenancies. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn.

"Colocation" refers to the installation of equipment on existing towers for a new tenant alongside current Tenants.

"Colocation Rate" refers to the average number of Tenants per Tower across our portfolio at a given point in time. We calculate the Colocation Rate by dividing the total number of Tenants across our portfolio by the total number of Towers across our portfolio at a given time.

"Contracted Revenue" refers to lease fees to be received from the existing Tenants of Key Customers for the remainder of each Tenant's current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment's current contractual term and lease fees to be received from Key Customers where we provide fiber access to an OLT for the remainder of the relevant contractual term, as of a specified date. In aggregating Contracted Revenue, we have taken the average lease rate for our Key Customers, which is applied to the remaining term of the tenancies, lease amendments and fiber access of each Key Customer, assuming constant foreign exchange rates, no escalation of lease rates despite contractual provisions in our MLAs in that regard, no new Tenants, new Lease Amendments or new access to fiber, no amendments to our existing MLA terms and no Churn. See "Risk Factors - Our Contracted Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results."

"euro" or "€" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

"IFRS" refers to International Financial Reporting Standards which have been developed by the International Accounting Standards Board ("IASB").

"IHS Nigeria" refers to IHS (Nigeria) Limited, one of our operating subsidiaries in Nigeria.

"INT Towers" refers to INT Towers Limited, one of our operating subsidiaries in Nigeria.

"Key Customers" refers to MTN Customers, Orange Cameroun S.A., or Orange Cameroon, Orange Côte d'Ivoire S.A., or Orange Côte d'Ivoire, 9mobile, Airtel Nigeria, Airtel Networks Zambia PLC, or Airtel Zambia, Airtel Rwanda Limited, or Airtel Rwanda, Claro S.A., or Claro Brazil, TIM Cellular S.A., or TIM Brasil, Telefonica Brasil S.A., or Vivo Brazil, Colombia Móvile S.A. E.S.P., or Tigo Colombia, COMSEL S.A., or Claro Colombia, Oi S.A., or Oi Brazil and Telkom South Africa.

"Kuwait Disposal" refers to our disposal of IHS Towers' 70% interest in IHS Kuwait Limited to Mobile Telecommunications Company K.S.C.P. (Zain Kuwait). The transaction completed in December 2024.

"Latam" refers to our business segment that includes our markets in Latin America, which currently are Brazil and Colombia, but historically included Peru prior to the completion of the sale in April 2024.

"Lease Amendments" refers to the installation of additional equipment on a site or the provision of certain ancillary services for an existing Tenant, for which we charge our customers a recurring lease fee.

"LTE" refers to long-term evolution, a standard for high-speed wireless communication for mobile devices and data terminals. We refer to LTE and 4G interchangeably in this Report.

"Managed Services" refers to when MNOs outsource the day-to-day operations of their owned towers or other towers on which they are present, including maintenance, security and power supply.

"MENA" refers to our business segment that included our markets in the Middle East and North Africa region, which were Egypt and Kuwait.

"MLA" refers to the long-term lease agreements we enter into with our customers, including but not limited to master lease agreements, master services agreements, infrastructure sharing agreements, master tower space use/license agreements and MLL agreements.

"MLL" refers to towers we manage with a license to lease for a defined period. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. The site owner typically reduces its operating costs and eliminates capital expenditures.

"MNOs" refers to mobile network operators.

"MTN Customers" refers to MTN Nigeria, MTN Côte d'Ivoire S.A., or MTN Côte d'Ivoire, MTN Cameroon Limited, or MTN Cameroon, MTN Zambia Limited, or MTN Zambia, MTN Rwandacell Limited, or MTN Rwanda or MTN South Africa.

"MTN Group" refers to MTN Group Limited and its subsidiaries, one of which is one of our shareholders as well as a related party of certain MTN operating entities that are our customers in the countries in which we currently operate. In each African market in which we currently operate, one of the MTN operating entities is a customer of ours.

"MTN Nigeria" refers to MTN Nigeria Communications PLC.

"MTN SA Acquisition" refers to the acquisition of 5,691 towers from MTN South Africa in May 2022. We signed a shareholding agreement with a consortium of B-BBEE parties in September 2024 which received regulatory approval in December 2024 and completed on January 14, 2025, following which IHS Towers owns 69.93% of the South African Towers business with the remaining 30.07% owned by the B-BBEE consortium.

"MTN South Africa" refers to Mobile Telephone Networks Proprietary Limited.

"NAFEM", refers to the Nigerian Foreign Exchange Market introduced by the CBN in October 2023 to rename the Investors' and Exporters' foreign exchange trading window implemented by the Central Bank of Nigeria in April 2017.

"Naira", "NGN" and "₦" refers to the lawful currency of the Federal Republic of Nigeria.

"New Sites" refers to Towers owned and operated by the Group constructed through build-to-suit arrangements for the initial Tenant.

"NFEM", refers to the Nigerian Foreign Exchange Market which was introduced in December 2024 to replace NAFEM. The pricing of all foreign exchange transactions in the NFEM are required to be undertaken on the Electronic Foreign Exchange Matching System ("EFEMS").

"OLT" refers to an optical line terminal or optical line termination, which is a device which serves as the service provider endpoint of a passive optical network.

"Project Green" refers to the current phase of our Carbon Reduction Roadmap.

"Senior Notes" refers to the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes and the 2031 Notes, collectively.

"sites" refers to towers that are owned or operated by us.

"South African Rand" and "ZAR" refers to the lawful currency of the Republic of South Africa.

"SSA" refers to our business segment that includes our markets in the Sub-Saharan region of Africa, which currently are Cameroon, Côte d'Ivoire, Rwanda, South Africa and Zambia.

"subscribers" refers to the number of active subscriber identification module, or SIM, cards in service rather than the number of services provided (excluding machine to machine connections). For example, if a subscriber has both a data and voice plan on a smartphone this would equate to one subscriber. Alternatively, a subscriber who has a data and voice plan for a smartphone and a data plan for a tablet would be counted as two subscribers.

"Tenants" refers to the number of distinct customers who have leased space on each Tower across our portfolio. For example, if one customer had leased tower space on five of our Towers, we would have five Tenants.

"TIM Brasil" refers to TIM S.A.

"Towers" refers to ground-based towers, rooftop and wall-mounted towers, cell poles, in-building solutions, small cells, distributed antenna systems and cells-on-wheels, each of which is deployed to support wireless transmission equipment. We measure the number of Towers in our portfolio at a given time by counting the number of Towers that we own or operate with at least one Tenant. The number of Towers in our portfolio excludes any towers for which we provide managed services.

"U.S. dollar", "USD" or "$" refer to U.S. dollars.

‌Item 1. Interim Financial Statements

FOR THE THREE MONTHS ENDED MARCH 31, 2025, AND 2024

Revenue

Notes

March 31,

2025

$'m

439.6

March 31,

2024

$'m

417.7

Cost of sales

6

(213.7)

(254.3)

Administrative expenses

7

(63.1)

(166.7)

Net loss allowance on trade receivables

(0.4)

(4.6)

Other income

0.6

0.8

Operating income/(loss)

163.0

(7.1)

Finance income

8

20.5

10.8

Finance costs

9

(114.3)

(1,563.0)

Income/(loss) before income tax

69.2

(1,559.3)

Income tax (expense)/benefit

10

(38.5)

2.0

Income/(loss) for the period

30.7

(1,557.3)

Attributable to:

Owners of the Company

33.1

(1,553.4)

Non-controlling interests

(2.4)

(3.9)

Income/(loss) for the period

30.7

(1,557.3)

Income/(loss) per share ($) - basic

11

0.10

(4.67)

Income/(loss) per share ($) - diluted

11

0.10

(4.67)

Other comprehensive income:

Items that may be reclassified to income or loss

Exchange differences on translation of foreign operations

75.2

1,043.5

Other comprehensive income for the period, net of taxes

75.2

1,043.5

Total comprehensive income/(loss) for the period

105.9

(513.8)

Attributable to:

Owners of the Company

96.8

(503.2)

Non-controlling interests

9.1

(10.6)

Total comprehensive income/(loss) for the period

105.9

(513.8)

The notes on pages 13 to 30 form part of the condensed consolidated interim financial statements.

AT MARCH 31, 2025, AND DECEMBER 31, 2024

March 31,

2025

December 31,

2024

Notes

$'m

$'m

Non-current assets

Property, plant and equipment

1,450.1

1,352.7

Right-of-use assets

650.4

699.1

Goodwill

417.8

403.2

Other intangible assets

696.7

674.0

Deferred income tax assets

76.1

73.3

Derivative financial instrument assets

12

32.4

29.4

Trade and other receivables

13

131.4

121.0

3,454.9

3,352.7

Current assets

Inventories

44.3

30.6

Income tax receivable

10

2.5

2.3

Trade and other receivables

13

285.4

313.4

Cash and cash equivalents

629.0

578.0

961.2

924.3

TOTAL ASSETS

4,416.1

4,277.0

Non-current liabilities

Trade and other payables

14

6.0

5.2

Borrowings

15

3,167.5

3,219.2

Lease liabilities

16

490.8

470.5

Provisions for other liabilities and charges

82.7

83.8

Deferred income tax liabilities

98.0

100.5

3,845.0

3,879.2

Current liabilities

Trade and other payables

14

398.3

422.5

Provisions for other liabilities and charges

0.2

0.2

Derivative financial instrument liabilities

12

10.2

10.2

Income tax payable

10

47.7

49.9

Borrowings

15

215.1

128.7

Lease liabilities

16

84.0

82.1

755.5

693.6

TOTAL LIABILITIES

4,600.5

4,572.8

Stated capital

17

5,418.4

5,403.1

Accumulated losses

(6,892.3)

(6,925.4)

Other reserves

1,121.6

1,067.7

Equity attributable to owners of the Company

(352.3)

(454.6)

Non-controlling interests

167.9

158.8

TOTAL EQUITY

(184.4)

(295.8)

TOTAL LIABILITIES AND EQUITY

4,416.1

4,277.0

The notes on pages 13 to 30 form part of the condensed consolidated interim financial statements.

Non-

Stated capital

$'m

Accumulated

losses

$'m

Other reserves

$'m

Total

$'m

controlling interests

$'m

Total equity

$'m

At January 1, 2024

5,394.8

(5,293.4)

8.4

109.8

237.5

347.3

Exercise of share options

2.9

-

(2.9)

-

-

-

Share-based payment expense

-

-

3.3

3.3

-

3.3

Total transactions with owners

2.9

-

0.4

3.3

-

3.3

Loss for the period

-

(1,553.4)

-

(1,553.4)

(3.9)

(1,557.3)

Other comprehensive income/(loss)

-

-

1,050.2

1,050.2

(6.7)

1,043.5

Total comprehensive (loss)/income

-

(1,553.4)

1,050.2

(503.2)

(10.6)

(513.8)

At March 31, 2024

5,397.7

(6,846.8)

1,059.0

(390.1)

226.9

(163.2)

At January 1, 2025

5,403.1

(6,925.4)

1,067.7

(454.6)

158.8

(295.8)

Exercise of share options

15.3

-

(15.3)

-

-

-

Share-based payment expense

-

-

5.5

5.5

-

5.5

Total transactions with owners

15.3

-

(9.8)

5.5

-

5.5

Income/(loss) for the period

-

33.1

-

33.1

(2.4)

30.7

Other comprehensive income

-

-

63.7

63.7

11.5

75.2

Total comprehensive income

-

33.1

63.7

96.8

9.1

105.9

At March 31, 2025

5,418.4

(6,892.3)

1,121.6

(352.3)

167.9

(184.4)

The notes on pages 13 to 30 form part of the condensed consolidated interim financial statements.

Cash flows from operating activities

Notes

March 31,

2025

$'m

March 31,

2024

$'m

Cash from operations

18

216.3

93.0

Income taxes paid

(16.0)

(13.1)

Payment for rent

-

(4.1)

Net cash from operating activities

200.3

75.8

Cash flow from investing activities

Purchase of property, plant and equipment

(47.1)

(61.0)

Payment in advance for property, plant and equipment

(9.4)

(4.3)

Purchase of software and licenses

(0.1)

(1.6)

Proceeds from disposal of property, plant and equipment

0.7

0.9

Insurance claims received

0.1

-

Interest received

9.3

4.0

Deposit of short-term deposits

(1.8)

(30.3)

Repayment of short-term deposits

9.1

202.8

Net cash (used in)/from investing activities

(39.2)

110.5

Cash flows from financing activities

Proceeds received from issuance of borrowings (net of transaction costs)

-

380.4

Repayment of borrowings

(20.5)

(328.7)

Fees on borrowings and derivative instruments

(4.5)

(3.3)

Interest paid

(55.6)

(81.3)

Payment for the principal portion of lease liabilities

(11.4)

(17.1)

Interest paid for lease liabilities

(13.1)

(13.2)

Interest paid on derivative instruments

(3.0)

-

Net loss settled on derivative instruments

-

(20.1)

Net cash used in financing activities

(108.1)

(83.3)

Net increase in cash and cash equivalents

53.0

103.0

Cash and cash equivalents at beginning of period

578.0

293.8

Exchange differences

(2.0)

(63.6)

Cash and cash equivalents at end of period

629.0

333.2

The notes on pages 13 to 30 form part of the condensed consolidated interim financial statements.

General Information

The financial statements are the unaudited condensed consolidated interim financial statements (hereafter "financial statements") of IHS Holding Limited (the "Company") and its subsidiaries (together hereafter referred to as the "Group"). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as an exempted company with limited liability. The Company is domiciled in the Cayman Islands and the address of its registered office is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.

IHS is principally involved in providing infrastructure for the telecommunications industry. The financial period represents the three months ended March 31, 2025, with the prior period representing the three months ended March 31, 2024. The financial statements are presented in U.S. dollars ($). During the three months ended March 31, 2025, the Group changed its rounding presentation from thousands to millions, except as otherwise indicated including in the case of per share data, and, as a result, any necessary rounding adjustments have been made to prior period disclosed amounts. This change is not material and does not impact the comparability of our financial information. In addition, certain columns and rows in financial tables within management's discussion and analysis of financial condition and results of operations may not add due to rounding. Percentages have been calculated from the underlying whole-dollar amounts for all periods presented.

Summary of material accounting policies

Basis of preparation

The financial statements for the three months ended March 31, 2025, have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34"), as issued by the International Accounting Standards Board ("IFRS® Accounting Standards").

The condensed financial statements do not amount to full financial statements and do not include all of the information and disclosures required for full annual financial statements. These should be read in conjunction with the consolidated annual financial statements of the Group for the year ended December 31, 2024, which have been prepared in accordance with IFRS® Accounting Standards as issued by the IASB, as noted within note 2.1 of the consolidated annual financial statements.

In management's opinion, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2025, and its results of operations for the three months ended March 31, 2025, and 2024, cash flows for the three months ended March 31, 2025, and 2024, and statement of changes in equity for the three months ended March 31, 2025, and 2024. The condensed consolidated statement of financial position as of December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

Approval

These condensed consolidated interim financial statements were authorized and approved for issue on May 19, 2025.

Income tax

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual income or loss.

Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except the new standards, amendments and interpretations adopted by the Group during the period.

The Group has applied the following standards, amendments and interpretations for its reporting period commencing January 1, 2025:

Lack of Exchangeability (Amendments to: IAS 21 The Effects of Changes in Foreign Exchange Rates ("IAS 21")).

The above did not have a material impact on the Group's financial statements.

Certain standards, amendments and interpretations have been published through March 31, 2025, reporting period and have not been early adopted by the Group. These are as follows:

Presentation and Disclosure in Financial Statements (IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18"));

Amendments to the Classification and Measurement of Financial Instruments (Amendments to: IFRS 9 Financial Instruments ("IFRS 9") and IFRS 7);

Annual Improvements to IFRS Accounting Standards-Volume 11; and

Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).

The Company is in the process of analyzing the impact of the above.

When the Group exercises a purchase option to acquire a right-of-use asset, this is reclassified to property, plant and equipment at the net book value at the time of exercise and will from then onwards be accounted for in line with the Group's accounting policies for property, plant and equipment.

During March 2025, as part of the Oi S.A. Judicial Recovery Plan, the Group received legal title to 1,562 towers and 187 related land assets already held by the Group as right-of-use assets in partial settlement of amounts owed to the Group under its MLA with Oi S.A. These assets were reclassified to property, plant and equipment at the net book value of $71.9 million and revenue of $3.8 million was recognized for the fair value of the assets beyond their existing right-of-use lease term.

Critical accounting estimates and judgments

The preparation of interim financial statements requires management to make certain judgments, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities at the reporting date and the amounts reported for revenues and expenses during the period. The nature of the estimation means that actual outcomes could differ from those estimates.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same, except as mentioned below, as those that applied to the consolidated financial statements for the year ended December 31, 2024.

As part of their regular assessment of the Group's liquidity and financing position, the Directors have prepared detailed forecasts for a period which extends beyond 12 months after the date of approval of these financial statements. In assessing the forecasts, the Directors have considered:

the current economic conditions in the operating markets and the impact on trading performance;

the impact of macroeconomic factors, particularly interest rates and foreign exchange rates, including further devaluation of the Nigerian Naira up to the date of issuance of these financial statements, and the ongoing impact of geopolitical conflicts and wars;

the status of the Group's financial arrangements and recent activities (see also note 15 and 20);

mitigating actions available should business activities fall behind current expectations; and

additional sensitivity analysis under a stressed scenario to assess the impact of a severe but plausible downside case.

In addition, the Directors have considered the following:

the Group had cash and cash equivalents of $629.0 million as of March 31, 2025;

the Group has assessed its current cash reserves and the availability of undrawn facilities and continues to monitor available liquidity in the context of ongoing operational requirements and planned capital expenditure;

all of the Group's operations are cash generative; and

our IT team monitors the risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilizes security measures to mitigate such risks.

Having carefully considered the factors noted above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of issuance of these financial statements and to operate within the covenant levels of its current debt facilities. The Directors therefore continue to consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.

Capital risk management and fair value measurements

The Group's activities expose it to a variety of financial risks including market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk.

The financial statements do not include all financial risk management information and disclosures required in annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended December 31, 2024.

There have been no changes in any risk management policies since December 31, 2024.

The different levels have been defined as follows:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3).

At the period end, the Group's financial instruments held at fair value all had a level 2 classification. These instruments comprise foreign exchange swaps and options embedded in the Group's bonds (see note 12 for further details). Their fair values are determined based on mark-to-market values provided by the counterparty financial institutions or valuation techniques using observable market data. There were no transfers between different levels during the reporting period and the Group did not change any valuation techniques in determining the level 2 fair values.

At March 31, 2025

Carrying Fair

At December 31, 2024

Carrying Fair

Value Value

Value Value

$'m $'m

$'m $'m

Financial liabilities

Borrowings (note 15)

3,382.6 3,357.4

3,347.9 3,342.6

The fair values of total borrowings presented above are classified as Level 2 of the fair value hierarchy and are based on discounted cash flows using a current borrowing rate.

Other than total borrowings, the fair values of financial assets and financial liabilities are not materially different from their carrying values.

Segment reporting

The Group's Executive Committee is identified as the chief operating decision maker ("CODM") that reviews the Company's internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports.

The CODM has identified three reportable and operating segments:

Nigeria;

SSA; and

Latam.

The basis of segmentation and measurement of segment financial information is consistent with that of the previous financial year and the corresponding interim reporting period except as noted below.

Middle East and North Africa, or MENA comprised our operations in Kuwait and Egypt. We sold our Kuwait operations in December 2024 and do not plan to commence operations in Egypt, therefore we had no operations in MENA as of December 31, 2024, and MENA is no longer a reportable segment for the period ended March 31, 2025, and onwards.

The CODM primarily uses a measure of Adjusted EBITDA (including by segment) as income/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net impairment/(reversal of impairment) of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, gain on disposal of subsidiary and certain other items that management believes are not indicative of the core performance of our business. The most directly comparable IFRS measure to Adjusted EBITDA is our income/(loss) for the period. The CODM also regularly receives information about the Group's revenue, assets and liabilities. The Group has additional corporate costs which do not meet the quantitative thresholds to be separately reported and therefore are not allocated to operating segments. Segment Adjusted EBITDA represents Adjusted EBITDA excluding unallocated corporate expenses.

There are no revenue transactions which occur between operating segments. Intercompany finance income, finance costs and loans are not included in the amounts below.

The segment's assets and liabilities are comprised of all assets and liabilities attributable to the segment, based on the operations of the segment and the physical location of the assets, including goodwill and other intangible assets and are measured in the same way as in the financial statements. Other assets and liabilities that are not attributable to Nigeria, SSA and Latam segments consist principally of amounts excluded from specific segments including costs incurred for and by Group functions not attributable directly to the operations of the reportable segments, share based payment and any amounts due on debt held at Group level as the balances are not utilized in assessing each segment's performance.

Summarized financial information is as follows:

Nigeria

$'m

SSA

$'m

Latam

$'m

MENA

$'m

Total

$'m

Three months ended March 31, 2025

Revenues from external customers

271.4

120.7

47.5

-

439.6

Segment Adjusted EBITDA

179.2

71.7

35.6

-

286.5

Three months ended March 31, 2024

Revenues from external customers

227.7

131.3

47.8

10.9

417.7

Segment Adjusted EBITDA

102.9

69.7

33.8

6.1

212.5

Each segment's Adjusted EBITDA above includes the following items:

Nigeria

$'m

SSA

$'m

Latam

$'m

MENA

$'m

Three months ended March 31, 2025

Power generation

61.7

22.7

1.2

-

Staff costs

8.0

8.4

4.4

-

Tower repairs and maintenance

5.0

5.7

2.3

-

Three months ended March 31, 2024

Power generation

57.9

29.2

1.1

0.6

Staff costs

9.8

8.2

7.1

1.4

Tower repairs and maintenance

5.2

7.9

1.8

0.7

Reconciliation of information on reportable segments to the amounts reported in the financial statements:

March 31,

March 31,

2025

2024

$'m

$'m

Segment Adjusted EBITDA

286.5

212.5

Finance costs (note 9)

(114.3)

(1,563.0)

Depreciation and amortization (note 6 and 7)

(89.4)

(87.6)

Share-based payment expense (note 7)

(5.5)

(3.2)

Other costs(a)

(3.1)

(2.5)

Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent (note 6)

(2.0)

(3.1)

Net (loss)/gain on disposal of property, plant and equipment and right-of-use

assets (note 7)

(1.2)

0.4

Business combination costs (note 7)

(0.9)

(0.2)

Insurance claims

0.1

-

Net reversal of impairment/(impairment) of withholding tax receivables (note 7)

12.4

(8.2)

Finance income (note 8)

20.5

10.8

Impairment of goodwill (note 7)

-

(87.9)

Unallocated corporate expenses(b)

(33.9)

(27.3)

Income/(loss) before income tax

69.2

(1,559.3)

Other costs for the three months ended March 31, 2025, included one-off expenses related to strategic initiatives and operating systems of $1.5 million (three months ended March 31, 2024: $1.9 million), costs related to internal reorganization of $0.5 million (three months ended March 31, 2024: $0.5 million) and one-off professional fees related to financing of $0.3 million (three months ended March 31, 2024: $nil).

Unallocated corporate expenses primarily consist of costs associated with centralized Group functions including Group executive, finance, HR, IT, legal, tax and treasury services.

STATEMENTS (CONTINUED)

Summarized segment assets and liabilities are as follows:

Nigeria

SSA

Latam

MENA

$'m

$'m

$'m

$'m

Segment assets

March 31, 2025

922.9

1,323.4

1,785.8

-

March 31, 2024

890.9

1,351.9

2,036.5

177.8

Segment liabilities

March 31, 2025

340.4

849.2

695.4

-

March 31, 2024

394.4

846.3

732.9

105.4

Additions of property, plant and equipment, right-of-use assets and intangible assets:

Three months ended March 31, 2025

1.6

18.7

36.1

-

Three months ended March 31, 2024

21.1

7.4

44.3

0.8

Revenue from two tier one customers represents more than 10% of the Group's total revenue as follows:

March 31,

2025

March 31,

2024

Customer A

64%

60%

Customer B

15%

16%

Cost of sales

March 31,

2025

$'m

March 31,

2024

$'m

Power generation

85.6

88.8

Depreciation

75.9

73.8

Tower repairs and maintenance

13.0

15.6

Amortization

10.0

10.0

Staff costs

7.5

6.9

Regulatory fees

6.8

7.6

Security services

5.7

7.8

Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent

2.0

3.1

Travel costs

0.8

1.6

Insurance

0.8

1.2

Short-term rental

0.5

2.6

Vehicle maintenance and repairs

0.5

0.4

Professional fees

0.3

0.4

Other(a)

4.3

34.5

213.7

254.3

(a) Included in "Other" for the three months ended March 31, 2025, are $nil in net foreign exchange losses on cost of sales (three months ended March 31, 2024: $32.1 million).

Administrative expenses

March 31,

2025

$'m

March 31,

2024

$'m

Staff costs(a)

43.1

36.7

Professional fees

11.3

12.6

Facilities, short-term rental and upkeep

8.3

8.4

Depreciation

2.7

2.8

Travel costs

2.6

2.9

Net loss/(gain) on disposal of property, plant and equipment and right-of-use assets

1.2

(0.4)

Business combination costs

0.9

0.2

Amortization

0.8

1.0

Operating taxes

0.1

0.5

Impairment of goodwill

-

87.9

Net (reversal of impairment)/impairment of withholding tax receivables(b)

(12.4)

8.2

Other

4.5

5.9

63.1

166.7

Includes amounts related to key management personnel (excluding Non-Executive directors) and share-based payment expense. Costs for comparative period are re-presented on this basis.

Withholding tax receivables are assessed for recoverability based on a five year cash flow projection and an analysis of the utilization of withholding tax balances in settlement of future income tax liabilities.

For the three month period ended March 31, 2024, an impairment of $87.9 million in the IHS Latam tower businesses group of cash generating units ("CGUs") was recognized. This was mainly due to the restructuring of our customer Oi S.A. ("Oi") in Brazil. On April 19, 2024, an Oi restructuring plan was presented to court in Brazil and was agreed upon by creditors including IHS, in relation to Oi's ongoing judicial recovery proceedings. As a result of the agreed upon terms, the carrying amount of the IHS Latam tower businesses group of CGUs was reduced to its recoverable amount, through the recognition of an impairment loss against goodwill. This loss is included in administrative expenses in the condensed consolidated statement of income/(loss) and other comprehensive income.

Finance income

March 31,

2025

$'m

March 31,

2024

$'m

Interest income - bank deposits

9.3

4.0

Net foreign exchange gain arising from financing - unrealized

7.9

-

Change in fair value of embedded options

2.9

6.6

Change in fair value of foreign exchange swaps

0.2

-

Other interest income

0.2

-

Change in fair value of interest rate caps

-

0.2

20.5

10.8

Finance costs

Three months ended

March 31,

March 31,

2025

2024

$'m

$'m

Interest expenses - third party borrowings

80.5

93.3

Interest and finance charges paid/payable for lease liabilities

15.6

15.7

Interest expense - withholding tax paid on bond interest

8.6

-

Net foreign exchange loss arising from financing - realized

5.5

27.8

Unwinding of discount on decommissioning liability

2.3

2.3

Fees on borrowings and financial derivatives

1.8

4.9

Net foreign exchange loss arising from financing - unrealized

-

1,373.7

Change in fair value of foreign exchange swaps

-

25.0

Net foreign exchange loss on derivative instruments - realized

-

20.3

114.3

1,563.0

10. Taxation

Three months ended

March 31,

March 31,

2025

2024

$'m

$'m

Current taxes

42.0

4.7

Deferred income taxes

(3.5)

(6.7)

Total taxation expense/(benefit)

38.5

(2.0)

Income tax expense is recognized in each interim period based on tax computations for each group entity based upon the income or loss before tax in the period. Adjustments for material temporary and permanent differences are made by reference to the relevant tax rules, making suitable pro-rated adjustments for rates applying on an annual basis for the full financial year under the tax rules. Accordingly, the interim period income tax expense is accrued at the effective tax rate that would be applicable to the pre-tax income of the interim period.

The year-on-year increase in taxation expense for the quarter was primarily driven by a $39.2 million increase in the Nigeria segment, which was significantly impacted in the comparative period by the devaluation of the Naira.

Income/(loss) per share

Basic income/(loss) per share is calculated by dividing the income/(loss) for the period attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted income/(loss) per share is calculated by dividing the income/(loss) for the period attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The reported basic and diluted income/(loss) per share were as follows:

Three months ended March 31, March 31,

2025 2024

$ $

Basic 0.10 (4.67)

Diluted 0.10 (4.67)

The following tables set out the data used in the basic and diluted income/(loss) per share calculations:

March 31,

2025

$'m

March 31,

2024

$'m

Income/(loss) for the period

30.7

(1,557.3)

Less: loss for the period attributable to non-controlling interests

2.4

3.9

Income/(loss) for the period attributable to owners of the Company

33.1

(1,553.4)

March 31,

2025

'000

March 31,

2024

'000

Weighted average number of ordinary shares outstanding

333,600

332,626

Weighted average number of potential ordinary shares

5,469

656

Potential ordinary shares relate to options granted under the Group's share-based compensation schemes. Under IAS 33 Earnings per Share ("IAS 33"), potential ordinary shares are treated as dilutive when, and only when, their conversion into ordinary shares would decrease earnings per share or increase loss per share from continuing operations. For the three months ended March 31, 2024, the Group reported a loss and accordingly there were no potential ordinary shares which were dilutive.

Derivative financial instruments

The Group's derivative instruments have been classified as fair value through profit or loss. The instruments are measured at fair value with the resultant gains or losses recognized in the condensed consolidated statement of income/(loss) and other comprehensive income. The related net foreign exchange gain/(loss) is included in finance income (note 8) and finance costs (note 9).

The underlying contractual notional amounts for the derivative instruments as of March 31, 2025, and as of December 31, 2024, are as follows:

March 31,

2025

$'m

December 31,

2024

$'m

Derivative instruments

Embedded options within listed bonds(a)

2,186.0

2,186.0

Foreign exchange swaps

14.5

14.5

2,200.5

2,200.5

(a) This relates to early redemption clauses within the Group's Senior Notes (see note 22 - Borrowings). On or after November 29, 2023, 2024, or 2025, the 2026 Notes may be redeemed (in whole or in part) at a price of 102.81250%, 101.40625% and 100.00000%, respectively. On or after September 18, 2024, the 2027 Notes may be redeemed (in whole or in part) at a price of 100.00000%. On or after November 29, 2024, 2025 or 2026, the 2028 Notes may be redeemed (in whole or in part) at a price of 103.12500%, 101.56250% and 100.00000%, respectively. On or after November 29, 2026, 2027 or 2028, the 2030 Notes may be redeemed (in whole or in part) at a price of 103.93750%, 101.96875% and 100.00000%, respectively. On or after November 29, 2027, 2028 or 2029, the 2031 Notes may be redeemed (in whole or in part) at a price of 104.12500%, 102.06250% and 100.00000%, respectively.

The fair value balances are as follows:

March 31,

2025

$'m

December 31,

2024

$'m

Derivative instruments

Embedded options within listed bonds

32.4

29.4

Foreign exchange swaps

(10.2)

(10.2)

22.2

19.2

The change in fair value of the derivative instruments has been recorded in the condensed consolidated statement of income/(loss) and other comprehensive income as follows:

March 31,

2025

$'m

March 31,

2024

$'m

Derivative instruments

Embedded options within listed bonds

2.9

6.6

Foreign exchange swaps

0.2

(25.0)

Interest rate caps

-

0.2

3.1

(18.2)

NOTES TO THE UNAUDITED CONDENSED STATEMENTS (CONTINUED)

CONSOLIDATED

INTERIM

FINANCIAL

13. Trade and other receivables

March 31,

2025

December 31,

2024

$'m

$'m

Non-current

Accrued income and lease incentive

76.9

73.5

Other tax receivables

5.8

5.6

Payment in advance for property, plant and equipment

32.1

24.6

Withholding tax receivables(a)

14.0

14.9

Contingent consideration receivable(b)

2.6

2.4

131.4

121.0

Current

Trade receivables

217.6

237.2

Less: impairment provisions

(17.1)

(16.3)

Net trade receivables(c)

200.5

220.9

Other receivables(d)

42.9

44.4

Prepaid land rent

0.6

0.8

Other prepaid expenses

16.9

14.5

Advance payments

10.5

10.9

Withholding tax receivables(a)

3.4

10.3

VAT receivables

10.6

10.0

Contingent consideration receivable(b)

-

1.6

285.4

313.4

Withholding tax receivables are assessed for recoverability based on a five year cash flow projection and an analysis of the utilization of withholding tax balances in settlement of future income tax liabilities.

Receivable on the I-Systems Soluções de Infraestrutura S.A. acquisition.

The fair value is equal to their carrying amount.

Included in other receivables are short-term fixed deposits which are not classified as cash and cash equivalents as these exceed the three month maturity period.

Payments in advance for property, plant and equipment relate to the future supply of tower and tower equipment and fiber assets. All non-current receivables are due within twenty years from the end of the reporting period. All current trade and other receivables are due within the 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables.

Trade and other payables

March 31, December 31,

2025

$'m

2024

$'m

Non-current

Other payables

6.0

5.2

6.0

5.2

Current

Trade payables

207.6

232.9

Deferred revenue

75.4

64.9

Withholding tax payable

9.1

2.2

Payroll and other related statutory liabilities

28.2

42.8

VAT payables

27.5

30.0

Other payables

50.5

49.7

398.3

422.5

15. Borrowings

Borrowings comprised the following:

March 31,

2025

December 31,

2024

$'m

$'m

Non-current

Senior Notes

2,165.0

2,164.2

Debentures and bank term loans

1,002.5

1,055.0

3,167.5

3,219.2

Current

Senior Notes

47.9

19.3

Debentures and bank term loans

162.1

102.6

Letters of credit

5.1

6.8

215.1

128.7

Total borrowings

3,382.6

3,347.9

Refer to the next page for an analysis of our borrowing facilities and related covenants:

Borrowings comprised the following:

Senior Notes

IHS Holding Limited

200.0M

USD

Nov'21

Nov'26

5.625%

203.6

200.8

IHS Holding Limited

500.0M

USD

Nov'21

Nov'28

6.250%

507.3

499.4

IHS Holding Limited

550.0M

USD

Nov'24

May'30

7.875%

556.4

545.4

IHS Holding Limited

650.0M

USD

Nov'24

Nov'31

8.250%

657.7

644.2

IHS Mauritius NG Holdco Limited

286.0M

USD

Sep'19

Sep'27

8.000%

287.9

293.7

Debentures

IHS Brasil - Cessão de Infraestruturas

S.A.

1.2B

BRL

Sep'23

Aug'31

3.10% + CDI

187.1

177.6

IHS Brasil - Cessão de Infraestruturas S.A.

300.0M

BRL

Jun'24

Jun'32

2.80% + CDI

47.8

44.0

I-Systems Soluções de Infraestrutura S.A.

160.0M

BRL

Jun'24

May'32

2.10% + CDI

19.4

24.3

Bank Term Loans

IHS Côte d'Ivoire S.A.

8.8B

XOF

Dec'23

Dec'28

6.50%

14.0

14.4

IHS Côte d'Ivoire S.A.

69.5M

EUR

Dec'23

Dec'28

3.50% + 3M EURIBOR

73.6

75.5

IHS Holding Limited

255.0M

USD

Oct'24

Oct'29

4.50% + 3M SOFR

256.6

256.6

IHS Holding Limited

3.2B

ZAR

Oct'24

Oct'29

4.50% + 3M JIBAR

178.8

175.2

IHS Towers South Africa Proprietary Limited

3.3B

ZAR

May'22

May'29

2.75% + 3M JIBAR

176.1

174.8

IHS Zambia Limited

57.0M

USD

Dec'20

Dec'27

5.00% + CAS + 3M SOFR

57.3

62.2

INT Towers Limited(a)

123.8B

NGN

Jan'23

Jan'28

2.50% + MPR, 18% - 27% collar

85.5

91.6

I-Systems Soluções de Infraestrutura S.A.

400.0M

BRL

Oct'22

Oct'30

2.45% - 2.50% + CDI

68.4

61.4

Revolving Credit Facilities(b)

IHS Holding Limited

300.0M

USD

Mar'20

Oct'26

3.00% + CAS + 3M SOFR

-

-

IHS Nigeria Limited

55.0B

NGN

Jan'23

Jan'26

2.50% + MPR, 18% - 27% collar

-

-

Letters of Credit(b)

IHS Nigeria

356.5M

USD

Feb'22

Jun'25

12.00% - 15.39%

5.1

6.8

3,382.6

3,347.9

In April 2025, INT Towers Limited fully prepaid the outstanding balance on its term loan which was originally due to mature in January 2028 (note 20).

Principal amount for revolving credit facilities and letters of credit are the available facilities at March 31, 2025.

Group borrowings (except letters of credit) typically contain customary affirmative and negative covenants, events of default and financial covenant ratios (generally tested either quarterly or on an incurrence basis, depending on the financing type and with some exceptions). The borrowing entity may also voluntarily prepay its utilizations and/or cancel all or part of the available commitments on its term loans and facilities by giving notice. Mandatory cancellation and full or partial prepayment may be required in certain circumstances including events of default. The majority of borrowings are supported by intercompany guarantees or secured by pledges over certain assets.

16. Lease liabilities

March 31, December 31,

2025 2024

$'m $'m

Non-current 490.8 470.5

Current 84.0 82.1

Lease liabilities represent the net present value of future payments due under long-term land leases for leasehold land on which our towers are located and for other leasehold assets such as warehouses and offices. During the three month period ended March 31, 2025, payments to the value of $24.5 million (three months ended March 31, 2024: $30.3 million) were made in respect of recognized lease liabilities. These lease liabilities are unwound using incremental borrowing rates which represent the credit risk of the lessee entity and the length of the lease agreement.

As of March 31, 2025, and December 31, 2024, the maturities of the contractual cash flows of the lease liabilities were as follows:

Carrying

value

$'m

Total contractual cash flows

$'m

Within 1 year

$'m

1 - 3 years

$'m

3 - 5 years

$'m

Over 5 years

$'m

At March 31, 2025

Lease liabilities

574.8

1,178.2

95.4

189.4

180.2

713.2

At December 31, 2024

Lease liabilities

552.6

1,131.0

92.4

179.8

173.8

685.0

Cash flows presented above use renewal expectation assumptions consistent with those used for the application of IFRS

The weighted average remaining lease term remaining as of March 31, 2025, is 13 years.

Stated capital

Ordinary Shares

Number of

shares

Share capital

Share capital

net of issue costs

Share premium

Share premium

net of issue costs

000's

$'m

$'m

$'m

$'m

At December 31, 2024

333,441

101.0

100.0

5,333.0

5,303.1

Shares issued on exercise of options

1,899

0.6

0.6

14.7

14.7

At March 31, 2025

335,340

101.6

100.6

5,347.7

5,317.8

Cash from operations

March 31,

2025

$'m

March 31,

2024

$'m

Reconciliation:

Income/(loss) before taxation

69.2

(1,559.3)

Adjustments:

Depreciation of property, plant and equipment (note 6 and 7)

78.6

76.6

Amortization of intangible assets (note 6 and 7)

10.8

11.0

Amortization of prepaid site rent

0.7

2.5

Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent (note 6 and 7)

2.0

3.1

Impairment of goodwill (note 7)

-

87.9

Net (reversal of impairment)/impairment of withholding tax receivables (note 7)

(12.4)

8.2

Impairment of inventory

0.2

-

Net loss/(gain) on disposal of property, plant and equipment and right-of-use assets (note 7)

1.2

(0.4)

Share-based payment expense

5.5

3.2

Net loss allowance on trade receivables

0.4

4.6

Finance income (note 8)

(20.5)

(10.8)

Finance costs (note 9)

114.3

1,563.0

Insurance claim income

(0.1)

-

Operating income before working capital changes

249.9

189.6

Changes in working capital

Increase in inventory

(14.2)

(11.4)

Decrease/(increase) in trade and other receivables

10.4

(75.3)

Decrease in trade and other payables

(29.8)

(9.9)

Net movement in working capital

(33.6)

(96.6)

Cash from operations

216.3

93.0

Disclaimer

IHS Holding Ltd. published this content on May 20, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 20, 2025 at 11:53 UTC.