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IHS HOLDING LTD filed this 6-K on May 20, 2025

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IHS HOLDING LTD - 6-K - 20250520 - NOTES_TO_FINANCIAL_STATEMENT

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.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.

2.Summary of material accounting policies

2.1Basis 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.

2.2Approval

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

2.3Income 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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

2.4Changes 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.

(a)New standards, amendments and interpretations adopted by the Group

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.

(b)New standards, amendments and interpretations not yet adopted by the Group

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.

(c)Transfer between right-of-use assets and property, plant and equipment

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.

3.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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

(a)Going Concern

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.

4.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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Fair value hierarchy

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.

Fair value estimation


	At March 31, 2025		At December 31, 2024
	Carrying	Fair	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.

5.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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

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	SSA	Latam	MENA	Total
	$'m	$'m	$'m	$'m	$'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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

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


	Nigeria	SSA	Latam	MENA
	$'m	$'m	$'m	$'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:


	Three months ended
	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)

(a)

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).

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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL 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:


	Three months ended
	March 31,	March 31,
	2025	2024


Customer A	64%	60%
Customer B	15%	16%

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

6.Cost of sales


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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).

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

7.Administrative expenses


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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

(a)	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.

(b)	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.

8.Finance income


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

9.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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

11.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:


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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)


	Three months ended
	March 31,	March 31,
	2025	2024
	'000	'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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

12.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,	December 31,
	2025	2024
	$'m	$'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,	December 31,
	2025	2024
	$'m	$'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:


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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)

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

13.Trade and other receivables


	March 31,	December 31,
	2025	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

(a)	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.

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

(c)	The fair value is equal to their carrying amount.

(d)	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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

14.Trade and other payables


	March 31,	December 31,
	2025	2024
	$'m	$'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,	December 31,
	2025	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:

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

Analysis of borrowings

Borrowings comprised the following:

Principal

amount

Carrying amount

March 31,

Issue

Maturity

March 31,

December 31,

2025

Currency

date

Interest rate

2025

2024

$'m

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

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

a)	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).

b)	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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

16.Lease liabilities


	March 31,	December 31,
	2025	2024
	$'m	$'m

Non‑current	490.8	470.5
Current	84.0	82.1
Total lease liabilities	574.8	552.6

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:

Total

Carrying

contractual

Within

1 ‑ 3

3 ‑ 5

Over 5

value

cash flows

1 year

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

17.Stated capital


	Ordinary Shares
			Share capital		Share premium
	Number of		net of		net of
	shares	Share capital	issue costs	Share premium	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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

18.Cash from operations


	Three months ended
	March 31,	March 31,
	2025	2024
	$'m	$'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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

19.Capital commitments and contingent liabilities

Capital commitments

The Group was committed to the purchase of property, plant and equipment of approximately $108.6 million at March 31, 2025 (December 31, 2024: $98.9 million).

Contingent liabilities

Note 32 ‘Capital commitments and contingent liabilities’ to the Group’s consolidated financial statements for the year ended December 31, 2024, sets forth the Group’s capital commitments and contingent liabilities as of December 31, 2024. There have been no material changes to the contingent liabilities during the period covered by this report.

20.Events after the reporting period

Sale of IHS Rwanda Limited

On May 20, 2025, the Group announced it has agreed to sell 100% of IHS Rwanda Limited (“IHS Rwanda”), a wholly owned subsidiary, to Paradigm Rwanda Holdings Limited, a subsidiary of Paradigm Tower Ventures, for total consideration of up to $274.5 million, which includes deferred consideration of $70.0 million and $24.5 million payable up to two and three years, respectively, from the date of closing and an earn out of up to $5.0 million dependent on the future performance of IHS Rwanda. The transaction is subject to customary closing conditions, including government and regulatory approvals, and is expected to close in the second half of 2025.

Nigeria (2023) Term Loan

In April 2025, INT Towers Limited fully prepaid the outstanding balance of NGN 132 billion (approximately $85.8 million) on its term loan originally maturing in January 2028. The prepayment was made using excess cash within the Nigeria segment in order to pay off a term loan which was bearing significantly higher interest rates than the Group average, in line with the Company's strategic priorities.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this report. The following discussion is based on our financial information prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. Where appropriate these discussions are based on non-IFRS measures which are reconciled to an IFRS measure (refer to the Key Financial and Operational Performance Indicators).

This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our annual report on Form 20-F for the year ended December 31, 2024, (“Annual Report”), dated March 18, 2025, filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Actual results could differ materially from those contained in any forward- looking statements.

Overview

We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 661 million people in emerging markets, across two regions and eight countries. We are the largest independent multinational emerging-market-only tower operator and one of the largest independent multinational tower operators globally, in each case by tower count. As of March 31, 2025, we operated 39,212 Towers across six countries in Africa and two countries in Latin America. We are the largest independent tower operator in six of the eight markets in which we operate and we are the only independent tower operator of scale in four of these markets.

We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically entered into carefully selected growth-oriented markets with compelling underlying fundamentals. Historically, our business was predominantly focused on the African continent. However, in 2020, we started to invest in other regions and adjacent communications infrastructure offerings, by entering into Latin America via Brazil and Colombia. These acquisitions supported our inorganic growth strategy of expanding into additional regions that met our investment criteria, which opened up new markets that we believed would provide future organic and inorganic growth opportunities. Our investment criteria now suggest that inorganic growth opportunities will be limited for the foreseeable future, as we believe inorganic investment is just one of the various forms of capital allocation which are available to us.

Our core business is providing shared communications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber access services to their end users and subscribers. We provide our customers with opportunities to lease space on existing Towers alongside current Tenants, known as Colocation, to install additional equipment on a Tower or request certain ancillary services, known as Lease Amendments, or to commission the construction of new Towers to the customer’s specifications, known as New Sites. Additionally, we lease space to our customers in secure locations within large building complexes, such as shopping malls, stadiums and airports, which we refer to as in-building solutions, or IBS, or distributed antenna systems, or DAS, as well as provide fiber connectivity. In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties. As of March 31, 2025, our owned and operated tower portfolio supported 59,606 Tenants, with a Colocation Rate of 1.52x.

Our primary customers are the leading MNOs in each of our markets. We also provide infrastructure and services to a number of other communications service providers. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions. Our footprint currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, South Africa, Zambia, Brazil and Colombia.

Strategic review

In March 2024, we announced that we were undertaking a strategic review process, which includes evaluation of our organizational initiatives, plans and goals to try to ensure they align with our long-term objectives and external environmental conditions and targeted at shareholder value-creation options. While the review remains ongoing and further initiatives to continue increasing shareholder value may be considered, the initial part of the review so far includes, but is not limited to,

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initiatives around making commercial progress through contract renewals and extensions, potential further governance improvements, increasing Adjusted EBITDA and cash flow generation, disposal of certain assets or markets, and actively pursuing initiatives to reduce debt, otherwise extend debt maturities, manage interest expense and shift more debt into local currency. It is currently expected that excess cash flow following implementation of these strategic initiatives would primarily be utilized to reduce debt, although we may also consider other uses, including share buybacks and/or introducing a dividend policy.

Reportable Segments

Our operations are organized into three segments, which reflect the way our chief operating decision maker, or CODM, is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities and the way in which the CODM analyzes performance and allocates resources. Our operating segments are Nigeria, which comprises our operations in Nigeria; Sub Saharan Africa, or SSA, which comprises our operations in Cameroon, Côte d’Ivoire, Rwanda, South Africa and Zambia; Latin America, or Latam, which comprises our operations in Brazil and Colombia; and historically the Middle East and North Africa, or MENA, which 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 will not be a reportable segment for the year ended December 31, 2025 and onwards.

We use revenue and segment Adjusted EBITDA to assess the performance of our reportable segments. Segment Adjusted EBITDA is our principal segment measure of profitability.

Our Revenue

We measure revenue in three categories, namely (i) organic, (ii) inorganic and (iii) non-core.

Organic revenue captures the performance of our existing business without the impact of new tower portfolios or businesses acquired since the beginning of the prior year period (except as described as inorganic below). Specifically, organic revenue captures the impact of (i) new Colocation and Lease Amendments; (ii) changes in pricing including from contractual lease fee escalation, power indexation and foreign exchange resets; (iii) New Site construction; (iv) fiber connectivity and (v) any impact of Churn and decommissioning. In the case of an acquisition of new tower portfolios or businesses, the impact of any incremental revenue after the date of acquisition from new Colocation and Lease Amendments or changes in pricing on the Towers acquired, including from contractual lease fee escalation, foreign exchange resets and power indexation, is also captured within organic revenue.

Inorganic revenue captures the impact on revenue from existing Tenants of new tower portfolios or businesses that we have acquired, or tower portfolios or businesses that we have disposed of, since the beginning of the prior period (except as described above). Where tower portfolios or businesses were acquired during the current period under review, inorganic revenue is calculated as the revenue contribution from those acquisitions in their “at acquisition” state (measured as the local currency revenue generated during the first full month following the acquisition) in the current period. Where tower portfolios or businesses were disposed during the period under review, inorganic revenue impact is calculated as the revenue contribution from those tower portfolios or businesses in their reported state (measured in U.S. dollars) in the period. This treatment continues for 12 months following acquisition or disposal.

Non-core captures the impact of movements in foreign exchange rates on the translation of the results of our local operations from their local functional currency into U.S. dollars, which is measured by the difference in U.S. dollars between (i) revenue in local currency converted at the average foreign exchange rate for that period and (ii) revenue in local currency converted at the average foreign exchange rate for the prior period. This foreign currency impact is then partially compensated for in subsequent periods by foreign exchange reset mechanisms, which are captured in organic revenue.

The organic and non-core components of our revenue cannot be considered independently from each other in assessing, for instance, what the impact on organic revenue would have been in the absence of a change in the foreign exchange rate. In fact, the periodic (monthly and quarterly) nature of our reset mechanisms is such that there is a delay between the period during which a change in foreign exchange rate occurs and the next contractual reset occurs.

Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). MLAs with foreign exchange resets typically contain a mechanism for determining the foreign exchange rate for a set period at which the lease fee linked to the non-local

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currency (such as U.S. dollar) is translated into local currency and invoiced to the customer. In such cases, the foreign exchange rate determined by this mechanism is reset monthly and quarterly.

The foreign exchange resets function such that the portion of lease fees that is linked to U.S. dollars and the portion of lease fees that is linked to local currency are fixed in local currency for the contractual period between reset dates (for example, for a period of one year if the reset is annual). As a result, in the event of a devaluation, there is a delay between the timing of the devaluation and the next contractual reset.

During the period between the date of the devaluation and the date of the reset, all of our revenue (i.e., both revenue that is contractually linked to the U.S. dollar and revenue that is contractually linked to local currency) would reflect the new, devalued foreign exchange rate and is therefore lower for that period. When the reset is effected, the amount relating to the portion of the lease fees linked to the U.S. dollar, which is invoiced in local currency, is adjusted upward at the relevant time which is reflected in increased revenue for that period that partially offsets the decrease in the prior period due to the devaluation. We experience the same type of effect on our Adjusted EBITDA of currency devaluation in one period followed by a reset in our dollar linked revenue in a subsequent period.

In addition, the conversion rates included in our MLAs may also be different from the rates at which our financial results are translated into U.S. dollars for reporting purposes. For further discussion, please refer to “Multiple foreign exchange markets with different exchange rates” below.

While a number of the MLAs with our customers are deemed automatically renewed if not canceled by the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters. For instance, our MLAs with MTN in Zambia and Rwanda were renewed in March and June of 2024, respectively, and extended for 10 years through to 2034. Our MLAs with MTN Nigeria that were up for renewal in 2024 and 2029 were renewed in August 2024, and extended through 2032. A MLA with a customer in South Africa is up for renewal in 2025. No assurance can be given that our customers will renew their customer lease agreements upon expiration of those agreements or that customers will not request unfavorable amendments to existing agreements, or that we will be successful in negotiating favorable terms with these customers.

The renewed and extended contracts with MTN Nigeria include new rebased financial terms, and now include a combination of a Naira component (that benefits from semi-annual escalators linked to the Nigerian Consumer Price Index), a U.S. dollar component (that continues to benefit from annual escalators linked to the U.S. Consumer Price Index and has quarterly foreign exchange resets), and/or a new component indexed to the cost of providing diesel power, introduced to act as a hedge against diesel prices and potentially foreign exchange fluctuations. Prior to the new terms agreed with MTN Nigeria, we did not have a direct hedge on power prices in our use fees with MTN Nigeria, which has now been introduced.

In the second quarter of 2024 we concluded agreements with MTN South Africa to unwind the power Managed Services agreement and to amend the existing MLA with a revised fee structure, extended by two years through to 2034. The operational impact of the unwind is that our South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers. The new agreement resulted in an ongoing reduction in gross revenue and cost of sales. Additionally, continuing power pass-through activities in South Africa are no longer recognized on a gross basis. None of these updates to gross revenue and cost of sales have a net impact on Adjusted EBITDA.

Factors Affecting Our Financial Condition and Results of Operations

Our financial condition and results of operations have been, and will continue to be, affected by a number of important factors, including the following:

New Colocation and Lease Amendments

Colocation and Lease Amendments are key drivers of incremental organic revenue in communications infrastructure sharing. Colocation involves adding new tenants to existing sites, where the addition of an incremental tenant to an existing site can introduce a full additional lease fee. Lease Amendments involve adding additional equipment or providing certain ancillary services at existing sites for existing Tenants and for a recurring lease fee. Examples of Lease Amendments include an existing customer taking more space on a tower, adding equipment for new technologies, such as 3G, 4G/LTE or 5G, adding additional microwave transmission or fiber infrastructure services, or certain ancillary services. A Lease Amendment typically increases revenue by a proportionally lower amount than a Colocation given such equipment typically

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consumes less space and power than a Colocation. However, the gross margin contribution of a Lease Amendment is generally comparable to a Colocation.

Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Additionally, in our African markets, the main incremental ongoing cost for Colocation and Lease Amendments is power cost for the additional equipment or services. We continually seek to increase Colocation and Lease Amendments for our existing sites through an active sales and marketing process. Our sites that are either at or near structural capacity can also be strengthened to meet future leasing capacity with relatively minor capital investments.

The demand for Colocation and Lease Amendments from MNOs is driven by multiple communications industry characteristics within our individual markets. These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services that require a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets.

Contractual lease fee escalation and foreign exchange resets

Our MLAs generally contain inflation-linked escalation provisions under which the underlying lease fees, and therefore our revenue, may increase each year. These contractual escalators are typically linked to the consumer price index, or CPI, of the country of operation and/or the United States, depending on the underlying currency denomination of the lease fee. Lease fee components priced in local currency typically have escalators linked to local CPI applied annually or semi-annually for the subsequent 12 months or 6 months. Lease fee components priced in U.S. dollars typically have escalators linked to U.S. CPI applied annually for the subsequent 12 months. Our MLAs with certain customers are subject to fixed, capped or floored escalators.

Our MLAs may also contain a portion of lease fees which may be linked to power indexation metrics including diesel and electricity prices. This indexation is typically linked to local power prices and updated quarterly.

Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). For further discussion on these foreign exchange resets, please refer to “— Our Revenue.”

New Site construction

New Site construction is a key driver of incremental organic revenue through the customer revenue we invoice from the date the New Site becomes ready for service. New Site construction is also a component of discretionary capital expenditure. Building New Sites requires capital expenditure, principally including materials for the tower, power equipment, land lease fees or land purchase fees, tower construction activities, including civil work, transportation and labor, as well as ongoing operational expenditures for site operation and maintenance. Therefore, construction of New Sites increases our capital expenditure and cost of sales. We pursue construction of New Sites as a key strategy in growing our tower portfolio and providing future capacity for Colocation and Lease Amendments. We do not engage in speculative building and only construct New Sites after obtaining a commitment for a long-term lease with an initial tenant and, in general, if we are aware of, or believe there is, commercial potential for Colocation.

Demand for New Sites from MNOs is typically driven by multiple communications industry characteristics within our individual markets. These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services that require a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets. For example, we often see an increase in demand for New Sites as new technology is rolled out in markets, such as 3G or 4G.

New Sites are primarily ground-based towers, but can also include in-building solutions/distributed antenna systems, rooftop towers and cells-on-wheels. These New Sites always begin operations with at least a single Tenant, with Colocation and Lease Amendments expected at future dates.

Consequently, the construction of New Sites generally has a positive effect on revenue, and as Colocation and Lease Amendments occur on the tower, we expect this to drive incremental organic revenue and have a positive effect on gross margins and operating margins.

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Churn

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 on a site in any particular period, adjusted for the reintegration of previously lost tenancies. For example, a Tenant may Churn if the relevant MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company. Other than a customer Churning at the end of the term of its MLA or SLA, our MLAs generally contain limited termination clauses. Certain of our customer agreements also contain a contractual right to Churn a limited number of sites each year without penalty.

Decommissioning

In connection with the acquisition of portfolios of sites, we rationalize our portfolio where we have multiple towers in close proximity to each other. Where economically and commercially viable, we migrate Tenants from one tower onto a nearby tower as an additional Colocation and then subsequently decommission the empty site. Decommissioning spend is a component of discretionary capital expenditure. While the decommissioning of towers offsets our overall growth in the number of towers, it allows us to eliminate cost of sales and ongoing maintenance capital expenditure at the decommissioned towers. The retained sites benefit from lease fees relocated from the decommissioned site and generally only experience a marginal increase in cost of sales due to increased power consumption.

Acquisitions/Disposals of tower portfolios and businesses

The acquisition of tower portfolios and businesses from MNOs and independent tower companies results in incremental inorganic revenue during the period in which the acquisitions occur. Acquisitions of tower portfolios and businesses result in an immediate increase in the size of our overall tower portfolio and help expand our footprint in existing and new markets. Once towers are acquired, we receive revenue from the Tenants and Lease Amendments on such sites and we are responsible for future capital expenditure and costs of sales related to the sites. As we acquire new portfolios of towers, we may incur additional administrative expenses, particularly from acquisitions in new markets, which may impact our operating margins.

The disposal of tower portfolios and businesses will reduce revenue going forward from the period in which the disposal occurs, shown through inorganic revenue movements.

Currency exchange rate

Our operations are conducted by subsidiaries in Nigeria, Côte d’Ivoire, Cameroon, Zambia, Rwanda, South Africa, Brazil and Colombia, and the functional currency of our operating subsidiaries are the Nigerian Naira (₦), West African CFA Franc (XOF), Central African CFA Franc (XAF), Zambian Kwacha (ZMW), Rwandan Franc (RWF), South African Rand (ZAR), Brazilian Real (BRL) and Colombian Peso (COP), respectively. A foreign currency transaction is translated into the functional currency using the exchange rate prevailing at the date of the transaction (or the date of valuation where an item is re-measured). The foreign exchange gain or loss resulting from (i) the settlement of such transaction or (ii) the translation of a monetary asset or liability denominated in a foreign currency is recognized at the exchange rate at period end in the statement of income/(loss) and other comprehensive income/(loss).

Our operating subsidiaries’ financial results are then translated into U.S. dollars for reporting purposes. Income and expenses are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). Assets and liabilities are translated at the exchange rate at period end.

As a result of the translations described above, our results are impacted by fluctuations in foreign exchange rates.

For further discussion on the impact of the Naira movements, please refer to “— Results of Operations.”

Multiple foreign exchange markets with different exchange rates

From time to time in the markets in which we operate, there have existed situations where there are differing official exchange rates in the market. Accordingly, we regularly monitor and evaluate which exchange rate is most appropriate to apply in the translation of local operations books to U.S. dollars for our consolidated group reporting purposes, in accordance with the requirements of IFRS Accounting Standards.

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In determining the appropriate rate, we assess factors such as access to those rates in the future in order to meet payments or make dividends in the appropriate currency. In determining whether it is appropriate to move from one official rate to another, we consider the available rates in official markets for settlement of transactions. The foreign exchange rate that we determined to be the most appropriate for the translation of our results for group reporting purposes may also have differed from the conversion rates contained within our contracts.

For example, as a result of the previous regime of multiple exchange rate “windows” for different purposes in Nigeria, we agreed with certain of our Key Customers in 2020 to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg.

Should similar circumstances arise again where there is a divergence between the applicable market rate or translation rates for our financial results and the exchange rates reflected in our contracts with customers, or a divergence between the prevailing market rate on Bloomberg and other exchange rates in the market, there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks. In addition, other measures taken by the relevant authorities and/or the CBN may further impact the rates available in the market, and we may need to consider such measures for the purposes of our accounts. For further discussion on the impact of this change in exchange rates, please refer to “— Our Revenue.”

Hyperinflation

At present, none of our markets are considered to be hyperinflationary (as defined in IAS 29 Financial Reporting in Hyperinflationary Economies), but the 3 year cumulative inflation rate has increased for Nigeria, and there is the potential for hyperinflation accounting to be applicable in future reporting periods.

Maintenance of sites

We incur capital expenditure in relation to the maintenance of our towers and fiber infrastructure, which is non-discretionary in nature and required for us to optimally run our portfolio and to perform in line with our service level agreements with customers. Maintenance capital expenditure includes the periodic repair and replacement of fixtures and fittings of existing sites, and fiber equipment and power equipment at existing sites. A large component of maintenance capital expenditure is the replacement and servicing of generators and batteries at our sites, although this may decrease if the grid availability in our markets improve.

In addition to this corrective maintenance capital expenditure, maintenance costs are also incurred in cost of sales where these relate to preventive maintenance that includes the replacement of parts and routine checks. Maintenance capital expenditure in Latin America is typically lower given the current scope of maintenance required on Towers.

When we acquire a tower portfolio, it may be necessary to refurbish the newly acquired Towers in order to bring them to the standard of the rest of our portfolio.

Refurbishment capital expenditure typically involves the deployment of a suitable power system for that site, repairs to the site or improvements to the site structure in order to be in line with our safety obligations, and adaptations to site security and monitoring abilities. Refurbishment capital expenditure is one-off in nature, following which the refurbishment sites should then have normalized maintenance capital expenditure requirements. Refurbishment capital expenditure is a component of discretionary capital expenditure since it is typically considered in conjunction with the acquisition of tower portfolios. The capital expenditure associated with refurbishment varies from market to market and tower to tower.

Carbon reduction roadmap

In October 2022, we announced our Carbon Reduction Roadmap which provides a comprehensive strategy for decreasing our operational emissions by reducing diesel usage on tower sites, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 2030, using 2021 emissions data as the baseline.

We believe that savings can be achieved by connecting more sites to the electricity grid and via the deployment and integration of battery storage and solar panel solutions. In scope for the Carbon Reduction Roadmap are our operations in Cameroon, Côte d’Ivoire, Nigeria, Rwanda, and Zambia. However, our plans in Cameroon, Côte d’Ivoire, Rwanda, and Zambia will only include connecting more sites to the grid.

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Cost and consumption of diesel

Power is our largest single operating expense and, in particular, diesel pricing typically has the largest impact on changes in our operating expense. The largest impact is in our Nigerian operations due to low power grid availability and our South African operations where they are connected to the grid and experience significant load shedding. However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations. The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers, while in Nigeria, power indexation clauses limit the impact of diesel price fluctuations. Our overall diesel consumption is also being reduced through targeted investment in power system solutions to provide power to sites more efficiently, including the use of hybrid and solar.

Cost of ground leases

The majority of towers we own and operate are on land that we lease from individual landlords. Ground lease fees are generally paid in advance monthly or for a one, three, five, or ten-year portion of the overall duration of the lease (although in our South Africa business, we typically pay our ground leases fees monthly in advance), with typically pre-agreed lease fee increases of between 3% and 60% or variable increases for each subsequent one, three, five or ten-year period. As we roll out additional sites, we are often required to either enter into leases with new landlords, which we endeavor to do under similar terms to those of our existing leases, or acquire the land.

Customer concentration

A significant portion of our revenue in each of our markets is derived from a small number of customers who usually constitute some of the largest MNOs in those markets. In the quarter ended March 31, 2025, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 97.7% of our consolidated revenue, with MTN Nigeria and Airtel Nigeria accounting for 48.5% and 11.9%, respectively, of our consolidated revenue. Should there be any negative impact on the businesses of our major customers, including these key MNOs, this in turn could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.

Market volatility

We and our customers operate in various international markets, particularly in emerging markets such as Africa. As a result, we are exposed to economic, political and other uncertainties prevailing in such markets, particularly Nigeria, which is our largest market of operation.

In January 2025, S&P affirmed Nigeria’s Long-Term Foreign-Currency Issuer Default Rating at B- with a stable outlook. In April 2025, Fitch upgraded Nigeria’s Long-Term Foreign-Currency Issuer Default Rating from B- to B with a stable outlook.

In July 2024, S&P affirmed IHS Holding Limited’s Long-Term Foreign-Currency Issuer Default Rating and its unsecured debt at B+ with a stable outlook. In February 2025, Fitch affirmed IHS Holding Limited’s Long-Term Foreign-Currency Issuer Default Rating and its unsecured debt at B+ with a stable outlook.

There have been no upgrades, downgrades, or changes in outlook for Nigeria or IHS since then.

As a result of the currency exchange rate fluctuations, particularly with regard to the Naira as described further above, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses in order for us to remain competitive. For instance, we have adopted a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, and particularly in Nigeria given the significant depreciations of the Naira in June 2023 and January 2024. As part of our heightened focus on cash generation, we are pursuing operational efficiencies through productivity enhancements, cost and capital expenditure reductions, and a review of our portfolio of markets and assets. See “Item 3.D. Risk Factors” section of our Annual Report for further details.

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Macroeconomic Issues

Global deterioration in economic conditions could adversely and materially affect us and/or our customers through disruptions of, among other things, the ability to procure communications equipment or other supplies through the usual supply chains. For instance, shortages of shipping capacity, changes to global trade policies, the imposition of tariffs or the commencement of trade wars could affect the smooth flow of our and/or our customers’ supply chains, increase transportation costs and/or decrease reliability. Global deterioration in economic conditions could also adversely and materially affect the ability of us and/or our customers to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks, or even through regulatory interventions or pressure on pricing and services offered that may reduce revenue for periods of time. Any resulting financial difficulties could result in uncollectible accounts receivable or reduced revenue, despite having provided increased services. Resulting supply chain or operational difficulties (including site access) may also result in us being unable to meet the service level agreement targets under our MLAs. The loss of significant Tenants, or the loss of all or a portion of our anticipated Contracted Revenue from certain Tenants, could have a material adverse effect on our business, financial condition and/or results of operations.

Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including the impact of geopolitical tensions, for example, in connection with the current conflict between Russia and Ukraine and the related economic sanctions. However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations. The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers, while in Nigeria, we benefit from power indexation clauses which limit the impact in relation to increased diesel prices and conversely falling diesel prices.

Through our international operations, we are also exposed to foreign exchange risk arising from currency exposures other than the U.S. dollar, such as the BRL, NGN, RWF, XAF, XOF, ZAR and ZMW currencies. Any fluctuations in these foreign currency exchange rates could result in a material adverse effect on the cash flow and future profits.

Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate (“SOFR”), the Chicago Mercantile Exchange (“CME”) Term SOFR, the European interbank offered rate (“EURIBOR”), the Nigerian Monetary Policy Rate (“MPR”), the Johannesburg Interbank Average Rate (“JIBAR”), or the Brazilian interbank deposit rate (“CDI”). Increases in such reference rates increase our interest expense, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Such increases in interest rates could also have a material adverse effect on our cash flows and our ability to service our debt in the longer term.

In the past, governments have taken, and may in the future take, unprecedented actions in an attempt to address and rectify extreme market and economic conditions by providing liquidity and stability to financial markets. If these actions are not successful, adverse economic conditions may cause a significant impact in our ability and the ability of our customers to raise capital, if needed, on a timely basis, on acceptable terms or at all.

To the extent that any macroeconomic issues have a material adverse effect on our or our customers’ business, financial condition, results of operations and/or liquidity, it may also have the effect of heightening other risks described in the “Risk Factors” section of our Annual Report.

Explanation of key line items in the historical consolidated statements of income/(loss)

Revenue

Our revenue is derived from fees paid by our customers for services from our Colocation business and its ancillary managed services. The Colocation business involves the lease of space on our owned and operated towers and our fixed copper and fiber network infrastructure, which are shared by various MNOs and other communications service providers. A portion of Colocation arrangements for the rental of space on the towers, other assets on tower sites, on which the use of space is dependent, and the use of fixed copper and fiber network infrastructure dedicated to an individual customer is within the scope of IFRS 16. A portion of Colocation arrangements for the provision of services, energy charges and use of shared fixed copper and fiber network infrastructure is within the scope of IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) as a provision of service. Revenue from leasing arrangements is recognized on a straight-line basis over the current lease term of the related lease agreements when collectability is reasonably assured. We also derive revenue from non-lease services, which includes maintenance, security and power supply for Towers owned by third parties. Non-lease

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revenue is recognized as the service is delivered at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Such revenue is recognized in the accounting period in which the services are rendered. We assess the probability that defaulting customers will not settle amounts billed and accordingly treat any component that we deem may not be collected as variable consideration, contingent upon the receipt of funds from the customer, an event that is not wholly within our control.

Cost of sales

Cost of sales consists of power generation (including diesel costs), which after depreciation, is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right-of-use assets, impairment of property, plant and equipment, intangible assets excluding goodwill and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site-related costs, such as security services, regulatory permits and license costs, and insurance, including for customer- and network-related assets. Depreciation of a tower is calculated using the straight-line method over an estimated useful life of 10 to 20 years. Depreciation of alarms, batteries and generators are also calculated using the straight-line method over a range of estimated useful lives between one and five years, depending on the equipment. Right-of-use assets are depreciated on a straight-line basis over the shorter of the remaining estimated useful life of the tower and the lease term.

Administrative expenses

Administrative expenses are costs not directly related to the provision of services to customers, but which support our business as a whole. These overhead expenses primarily consist of administrative staff costs (including key management compensation), impairment of goodwill costs, office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets and right-of-use assets where such assets are leased, net loss or gains from sale of assets, allowance for trade and other receivables and other sundry costs. Administrative expenses also includes other corporate overhead expenses related to our acquisition efforts and costs associated with new business initiatives.

Finance costs and income

Finance costs consist of interest expense and loan facility fees on borrowings, the unwinding of the discount on our decommissioning liability and lease liability, net realized and unrealized foreign exchange losses arising from financing arrangements and net realized and unrealized losses from valuations of financial instruments. Finance income consists of interest income from bank deposits, net realized and unrealized foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments.

Taxation

Taxation consists of current tax and deferred tax with respect to income taxes. The income tax expense or credit is calculated at the domestic tax rate applicable to profits in our respective countries of business with appropriate adjustments. Current and deferred tax is recognized on taxes that are regarded as taxes on corporate income under the relevant IFRS accounting standard. Current tax also includes the Pillar 2 multinational top-up tax.

Deferred income tax assets are recognized for deductible temporary differences, including tax losses carried forward, arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, but only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and that it is probable that future taxable profits will be available against which the temporary differences can be utilized. Where there are taxable losses and other deferred tax assets brought forward or arising in the present period, deferred tax assets in respect of those losses are recognized only to the extent they are forecast to be applied against (i) the reversal of taxable temporary differences, or (ii) additional forecast future taxable income.

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Key Financial and Operational Performance Indicators

We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, the number of Towers in our portfolio and Colocation Rate are key measures to assess our financial and operational performance. These measures demonstrate our ability to grow and generate strong positive cash flows over time. Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS Accounting Standards. The most directly comparable IFRS measure to Adjusted EBITDA is our (loss)/income for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies. As a result, investors should not consider these performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS Accounting Standards.

Towers

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 towers for which we provide Managed Services. We have historically increased the number of towers in our portfolio through a combination of building New Sites and acquiring towers from MNOs or independent tower companies. Rationalizing the portfolio through decommissioning towers reduces the number of towers we own and operate.

Colocation Rate

We define Colocation Rate as the average number of Tenants per tower that we own or operate across our tower portfolio at a given point in time, excluding Managed Services. Colocation Rate is an important metric for assessing utilization and capacity on existing Towers. Our Colocation Rate is a key driver of our Adjusted EBITDA Margin, as the addition of further Tenants increases revenue for a proportionally smaller increase in power, our primary variable cost per site. Colocation is achieved at a relatively low incremental capital expense and is also attractive to our customers as it provides them with shorter deployment times for their equipment compared to New Site alternatives.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA (including by segment) as (loss)/income 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.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the applicable period, expressed as a percentage.

We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items that have less bearing on our core operating performance such as interest expense and taxes. We believe that utilizing Adjusted EBITDA and Adjusted EBITDA Margin allows for a more meaningful comparison of operating fundamentals between companies within our industry by eliminating the impact of capital structure and taxation differences between the companies.

Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an Adjusted EBITDA-related performance measure when reporting their results.

Adjusted EBITDA and Adjusted EBITDA Margin are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing Adjusted EBITDA and Adjusted EBITDA Margin as reported by us to Adjusted EBITDA and Adjusted EBITDA Margin as reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin are unaudited and have not been prepared in accordance with IFRS Accounting Standards.

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Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance under IFRS Accounting Standards and you should not consider these as an alternative to (loss)/income or (loss)/income margin for the period or other financial measures determined in accordance with IFRS Accounting Standards.

Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations are:

●

they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

●

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements that would be required for such replacements;

●

some of the items we eliminate in calculating Adjusted EBITDA and Adjusted EBITDA Margin reflect cash payments that have less bearing on our core operating performance, but that impact our operating results for the applicable period; and

●

the fact that other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, which limits their usefulness as comparative measures.

Accordingly, investors and prospective investors should not place undue reliance on Adjusted EBITDA or Adjusted EBITDA Margin.

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The following is a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable IFRS Accounting Standards measure, which are income/(loss) and income/(loss) margins, respectively, for the periods presented:


	Three months ended
	March 31,	March 31,
	2025	2024
	$'million	$'million

Income/(loss) for the period	30.7	(1,557.3)
Divided by total Revenue	439.6	417.7
Income/(loss) margin for the period	7.0%	(372.8)%
Adjustments:
Income tax expense	38.5	(2.0)
Finance costs^(a)	114.3	1,563.0
Finance income^(a)	(20.5)	(10.8)
Depreciation and amortization	89.4	87.6
Net (reversal of impairment)/impairment of withholding tax receivables^(b)	(12.4)	8.2
Impairment of goodwill	—	87.9
Business combination transaction costs	0.9	0.2
Impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent^(c)	2.0	3.1
Net loss/(gain) on disposal of property, plant and equipment and right-of-use assets	1.2	(0.4)
Share-based payment expense^(d)	5.5	3.2
Insurance claims^(e)	(0.1)	—
Other costs^(f)	3.1	2.5
Adjusted EBITDA	252.6	185.2
Divided by total Revenue	439.6	417.7
Adjusted EBITDA Margin	57.5%	44.3%

(a)

(b)

Withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority. The amounts withheld may be recoverable through an offset against future corporate income tax liabilities in the relevant operating company. Withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.

(c)	Represents non-cash charges related to the impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent on the decommissioning of sites.

(d)	Represents expenses related to share-based compensation, which vary from period to period depending on timing of awards and changes to valuation input assumptions.

(e)	Represents insurance claims included as non-operating income.

(f)

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RESULTS OF OPERATIONS

The table below shows our consolidated results of operations for the three month periods ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025	2024
	$’million	$’million

Revenue	439.6	417.7
Cost of sales	(213.7)	(254.3)
Administrative expenses	(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	20.5	10.8
Finance costs	(114.3)	(1,563.0)
Income/(loss) before income tax	69.2	(1,559.3)
Income tax (expense)/benefit	(38.5)	2.0
Income/(loss) for the period	30.7	(1,557.3)

Impact of Naira devaluation

In November 2024, the Central Bank of Nigeria directed authorized dealers to use a new trading platform - Bloomberg BMatch as the Electronic Foreign Exchange Matching System (“EFEMS”) for foreign exchange related activities. It is expected that the platform will enhance the integrity and operational efficiency of the foreign exchange market by providing greater price discovery. During the period to March 31, 2025, the Naira exchange rate to the U.S. dollar was relatively stable compared to 2023 and 2024 as shown below:


	Closing Rate	Closing Rate Movement ⁽¹⁾	3- Month Average Rate	Average Rate Movement ⁽¹⁾
	₦:$	$:₦	₦:$	$:₦
March 31, 2023	461.0	—	461.4	—
June 30, 2023	752.7	(38.8)%	508.0	(9.2)%
September 30, 2023	775.6	(2.9)%	767.7	(33.8)%
December 31, 2023	911.7	(14.9)%	815.0	(5.8)%
March 31, 2024	1,393.5	(34.6)%	1,315.9	(38.1)%
June 30, 2024	1,514.3	(8.0)%	1,391.8	(5.4)%
September 30, 2024	1,669.1	(9.3)%	1,601.0	(13.1)%
December 31, 2024	1,546.0	8.0%	1,628.5	(1.7)%
March 31, 2025	1,538.1	0.5%	1,526.7	6.7%

(1)	Movements presented for each period are between that period’s rate and the preceding period rate and are calculated as percentage of the period’s rate.

Due to the Naira devaluation, Revenue and segment Adjusted EBITDA in the first quarter of 2025 were negatively impacted by $60.9 million and $40.6 million, respectively, compared to the same period in 2024. In the first quarter of 2025, the foreign exchange resets in some of our contracts partially offset these impacts. The appreciation of the Naira in the first quarter of 2025 resulted in unrealized foreign exchange gains of $11.9 million on U.S. dollar denominated intercompany loans advanced to our Nigerian operations. The unrealized gains and losses are recorded in finance costs, although Group net assets are not impacted since equal and opposite gains and losses are recorded in equity on the retranslation of the Nigerian operations’ assets and liabilities (which include these loans).

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Results for the three months ended March 31, 2025 versus 2024

Revenue

Revenue for the three month period ended March 31, 2025 (“first quarter”) of $439.6 million increased 5.2% year-on-year, driven primarily by organic revenue⁽¹⁾which increased by $107.2 million (25.6%) as a result of foreign exchange resets, power indexation, escalations, and continued growth in revenues from Tenants, Lease Amendments and New Sites. This growth was partially offset by the initial impact of the financial terms in the renewed and extended contracts with MTN Nigeria signed during the third quarter of 2024, including the initial Churn as part of the approximately 1,050 sites MTN Nigeria will vacate from January 1, 2025 onwards. Inorganic revenue⁽¹⁾ decreased by $11.2 million, primarily due to the disposal of operations in Kuwait in December 2024. The increase in organic revenue was partially offset by the non-core⁽¹⁾ impact of adverse movements in foreign exchange rates used to translate the results of foreign operations of $74.1 million, or 17.7%, of which $60.9 million was due to the devaluation of the Naira.

Refer to the revenue component of the segment results section of this discussion and analysis for further details.

For the first quarter, there was a year-on-year net decrease in Towers of 1,066 (or a year-on-year net increase of 676 Towers when excluding the impact of the Kuwait and Peru disposals), resulting in total Towers of 39,212 at the end of the period. The decrease primarily resulted from the divestiture of 1,678 Towers in Kuwait and 64 Towers in Peru. The addition of 800 New Sites year-on-year, was partially offset by 111 Churned and 13 decommissioned. Tenants declined 391 year-on-year (including the net divestiture of 1,700 and 66 from Kuwait and Peru, respectively, and a reduction of 529 Tenants in the third quarter of 2024, occupied by our smallest Key Customer on which we were not recognizing revenue), resulting in total Tenants of 59,606 and a Colocation Rate of 1.52x at the end of the first quarter. Excluding the impact of the Kuwait and Peru disposals, we added 1,375 net new tenants year-on-year. Year-on-year, we added 2,579 Lease Amendments, driven primarily by 5G and fiber upgrades resulting in total Lease Amendments of 39,705 at the end of the first quarter.

(1)	Refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the definition of organic revenue, inorganic revenue and non-core and additional information.

Adjusted EBITDA

Adjusted EBITDA for the first quarter was $252.6 million, resulting in an Adjusted EBITDA Margin of 57.5%. Adjusted EBITDA increased 36.4% year-on-year in the first quarter reflecting the increase in revenue described above, in combination with a $41.6 million decrease in cost of sales included within Adjusted EBITDA. The reduction in cost of sales was primarily driven by a reduction in net FX losses on cost of sales of $32.1 million within other cost of sales, a decrease in power generation costs ($3.2 million), tower repairs and maintenance costs ($2.6 million), security services costs ($2.1 million), and staff costs ($0.6 million). The $3.9 million reduction in administrative expenses included within Adjusted EBITDA was driven by a devaluation of the Naira against the U.S. dollar, supported by cost saving initiatives implemented during the period.

Income for the period

Income for the period in the first quarter of 2025 was $30.7 million, compared to a loss of $1,557.3 million for the first quarter of 2024. This was primarily driven by a $1,458.4 million decrease in net finance costs. The decrease in net finance costs resulted from the impact of changes in the Naira exchange rate in the respective quarters on USD denominated intercompany loans advanced to our Nigerian operations. In the first quarter of 2024, the Naira devaluation led to a foreign exchange loss, whereas in the current quarter, the Naira appreciated resulting in a gain. Administrative expenses also decreased by $103.6 million, due to the recognition of an $87.9 million impairment in the IHS Latam tower businesses group as of March 31, 2024. These are coupled with the increase in revenue and decrease in costs of sales as discussed above.

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SEGMENT RESULTS

Revenue and Adjusted EBITDA by segment

Set out below are Revenue and segment Adjusted EBITDA for each of our reportable segments, for the three month periods ended March 31, 2025 and 2024:

Revenue


	Three months ended March 31,
	2025	2024	Change
	$’million	$’million	%

Nigeria	271.4	227.7	19.1
SSA	120.7	131.3	(8.1)
Latam	47.5	47.8	(0.5)
MENA	—	10.9	(100.0)
Total revenue	439.6	417.7	5.2

Adjusted EBITDA


	Three months ended March 31,
	2025	2024	Change
	$’million	$’million	%

Nigeria	179.2	102.9	74.1
SSA	71.7	69.7	2.9
Latam	35.6	33.8	5.3
MENA	—	6.1	(100.0)
Unallocated corporate expenses⁽¹⁾	(33.9)	(27.3)	(23.9)
Total Adjusted EBITDA	252.6	185.2	36.4

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

Nigeria

First quarter revenue increased 19.1% year-on-year to $271.4 million, primarily driven by organic growth which more than offset the impact from the devaluation of the NGN versus the U.S. dollar. Organic revenue increased by $104.5 million (45.9%) year-on-year driven primarily by foreign exchange resets, diesel prices and escalations, as well as continued growth in revenue from Colocation and Lease Amendments. This growth was partially offset by the initial impact of the financial terms in the renewed and extended contracts with MTN Nigeria signed during the third quarter of 2024, including the initial Churn as part of the approximately 1,050 sites MTN Nigeria will vacate from January 1, 2025 onwards. The increase in organic growth was partly offset by the impact of negative movements in foreign exchange rates used to translate the results of foreign operations, with an average Naira rate of ₦1,527 to $1.00 in the first quarter of 2025 compared to the average rate of ₦1,316 to $1.00 in the first quarter of 2024. This led to a non-core decline of $60.9 million, or 26.7% year-on-year.

Tenants decreased by 420 year-on-year, with growth of 594 from Colocation and 87 from New Sites, more than offset by 1,101 Churned (which includes, for the third quarter of 2024, 529 Tenants occupied by our smallest Key Customer on which we were not recognizing revenue), while Lease Amendments increased by 477 primarily due to 3G and fiber upgrades.

Segment Adjusted EBITDA for the first quarter increased 74.1% year-on-year to $179.2 million, resulting in an Adjusted EBITDA Margin of 66.0%. The year-on-year increase in segment Adjusted EBITDA for the first quarter primarily reflects the increase in revenue described above, in combination with a reduction in cost of sales and administrative expenses included within segment Adjusted EBITDA, primarily due to the devaluation of the Naira which is used to translate the results of our Nigeria operations. During the first quarter the decrease in costs of sales was primarily driven by a $31.6 million reduction in net FX

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losses. There was a year-on-year increase in the cost of diesel and electricity ($3.8 million) and a reduction in staff costs ($1.8 million) and tower repairs and maintenance costs ($0.2 million).

SSA

First quarter revenue declined 8.1% year-on-year at $120.7 million, primarily driven by movements in organic revenue, which decreased by $6.0 million, or 4.6%, due to factors including lower power pass-through revenues of $6.3 million being recognized after the changes in our agreements with MTN South Africa relating to the provision of power Managed Services. These changes to power pass-through impact revenue but have no impact on segment Adjusted EBITDA. Other factors impacting organic revenue include growth in new Tenants, Colocations and Lease Amendments, together with escalations and foreign exchange resets. The overall decrease in revenue was also impacted by the reduction in non-core revenues as a result of negative movements in foreign exchange rates of $4.6 million, or 3.5%.

Tenants increased by 868 year-on-year, including 916 from Colocation and 98 from New Sites, partially offset by 146 from Churn, while Lease Amendments increased by 1,688.

Segment Adjusted EBITDA for the first quarter grew 2.9% year-on-year to $71.7 million, resulting in an Adjusted EBITDA Margin of 59.4%. The year-on-year increase in segment Adjusted EBITDA for the first quarter primarily reflected an $11.3 million decrease in costs included within Adjusted EBITDA, which more than offset the reduction in revenue. The reduction in costs was driven by reduced power generation costs ($6.5 million), security services costs ($2.7 million) and tower repairs and maintenance costs ($2.2 million), largely as a result of the changes in our agreements with MTN South Africa described above.

Latam

First quarter revenue decreased 0.5% year-on-year to $47.5 million and was primarily driven by the non-core impact of adverse movements in foreign exchange rates of $8.6 million, or 18.1%. Organic revenue increased 18.1% in the quarter, or $8.7 million, driven by a one-off increase in revenues from our customer Oi S.A. (“Oi Brazil”) of $3.6 million after their judicial recovery proceedings, and continued growth in Tenants, Lease Amendments and New Sites.

Tenants increased by 855 year-on-year, including 610 from New Sites and 350 from Colocation, partially offset by 39 Churned and net divestiture of 66 due to the disposal of Peru, while Lease Amendments increased by 414.

First quarter segment Adjusted EBITDA increased 5.3% to $35.6 million for a segment Adjusted EBITDA Margin of 75.0%, and primarily reflected a $2.0 million reduction in costs, which more than offset the decrease in revenue described above. The reduction in costs was driven by a decrease in staff costs ($2.7 million) and site rental costs ($0.5 million), more than offsetting an increase in tower repairs and maintenance costs ($0.5 million) and security services costs ($0.4 million).

MENA

On December 19, 2024, the Company completed the disposal of its 70% interest in IHS Kuwait Limited, resulting in a year-on-year reduction to revenue and segment Adjusted EBITDA of $10.9 million and $6.1 million, respectively, in the first quarter of 2025 when compared to the first quarter of 2024. The revenue from the first quarter of 2024 is captured within inorganic revenue.

As of the end of the first quarter of 2024, the MENA segment had 1,672 Towers and 1,694 Tenants. Following completion of the Kuwait Disposal in December 2024, these Towers and Tenants were deconsolidated in December 2024.

Refer to note 31.2 in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 for further information on the disposal of the Kuwait business.

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CAPITAL EXPENDITURE

Set out below is the capital expenditure for the three month periods ended March 31, 2025 and 2024 for each of our reporting segments:


	Three months ended March 31,
	2025	2024	Growth
	$’million	$’million	%

Nigeria	11.2	11.9	(5.5)
SSA	8.2	6.4	28.0
Latam	23.8	34.5	(30.9)
MENA	—	0.1	(100.0)
Other	0.4	0.2	81.6
Total Capex	43.6	53.1	(17.8)

During the first quarter of 2025, Total Capex was $43.6 million, compared to $53.1 million for the first quarter of 2024. The decrease is primarily driven by lower capital expenditure in our Latam segment reflecting the actions we are taking to improve cash generation and to narrow our focus on capital allocation.

Nigeria

The 5.5% year-on-year decrease for the first quarter was primarily driven by decreases related to fiber ($4.2 million), augmentation ($3.4 million) and New Sites ($0.6 million), partially offset by increases in other capital expenditure ($4.6 million) and maintenance ($2.9 million).

SSA

The 28.0% year-on-year increase for the first quarter was primarily driven by increases in augmentation ($2.6 million) and maintenance ($1.6 million), partially offset by a decrease related to New Sites ($1.4 million) and other capital expenditure ($1.0 million).

Latam

The 30.9% year-on-year decrease for the first quarter was primarily driven by decreases related to New Sites ($4.8 million), fiber business ($4.4 million), maintenance ($0.9 million) and other capital expenditure ($0.7 million).

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FINANCING ACTIVITIES FOR PERIOD JANUARY 01, 2025 TO MARCH 31, 2025

There were no significant financing activities during the first quarter of 2025.

INDEBTEDNESS

Set out below is the Group’s indebtedness as at March 31, 2025 and December 31, 2024:


	March 31,	December 31,
	2025	2024
	$’million	$’million

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 Note 15 to the interim financial statements for further details on our indebtedness.

LIQUIDITY AND CAPITAL RESOURCES

We generally fund our operations, which include operating expenses and debt service requirements (principal and interest payments), through cash flow from operating activities. We have historically funded acquisitions and other investments in our business, including large scale New Site construction and site improvements, from a combination of external equity raised from shareholders, long-term debt financings and internally generated cash from operations. We raised external equity funding at the IHS Holding Limited level, where it is held in U.S. dollars until required by operating subsidiaries or for acquisitions. As and when operating subsidiaries require these funds, the funding is allocated typically through intercompany loans to those subsidiaries. The proportion of intercompany loans to equity is unique to each operation and determined by commercial funding requirements, local taxation and corporate legislation.

As of March 31, 2025, we had $964.8 million of total liquidity, comprising our unrestricted cash and cash equivalents of $629.0 million, availability under the IHS Holding RCF of $300.0 million, and approximately $35.8 million of availability under other local facilities within the Group.

Our centralized treasury team supervises our cash management. Our cash and cash equivalents are generated within our operating subsidiaries and held either locally or upstreamed to IHS Holding Limited (or intermediaries thereof). As a holding company, IHS Holding Limited’s only source of cash to pay our obligations will be distributions with respect to our ownership interests in our subsidiaries or repayment of intercompany loans from (i) the net earnings and cash flow generated by these subsidiaries and (ii) any excess funds from the refinancing of operating company debt financings. For the quarter ended March 31, 2025, our Nigeria Group alone upstreamed $71.5 million to IHS Holding Limited.

We believe that our available liquidity and cash from operations will be sufficient to satisfy our operating expenses, debt service, capital expenditure requirements and organic growth strategies for a period of at least 12 months from the date of issuance of these results. However, our ability to satisfy our operating expenses, debt service, capital requirements and growth strategies will depend on our future performance, which is subject to general economic, financial, competitive, regulatory and other factors, including those described in the “Risk Factors” section of our Annual Report on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”). If we are unable to generate sufficient cash flow from operating activities in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the current interests of our existing shareholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. There can be no assurance that such financing will be available to us on commercially reasonable terms or at all.

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Additionally, we continuously review our capital structure as well as our funding and maturity profile. As part of this review, we regularly explore opportunities in the global capital markets to try to optimize our funding profile and our mix of funding sources, as well as to try to ensure that we are well positioned for any refinancing or other opportunities, including for our 2026, 2027 and 2028 Notes and our other facilities. We may also, from time to time, consider debt and/or equity repurchase programs, whether in the open market or otherwise, subject to market conditions.

The information in this section updates as of March 31, 2025, the “Liquidity and Capital Resources” section of the 2024 Annual Report and should be read in conjunction with that report.

MOVEMENTS IN CASH AND CASH EQUIVALENTS DURING THE PERIOD

Set out below is the cashflows for the three month periods ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025	2024
	$’million	$’million

Net cash from operating activities	200.3	75.8
Net cash (used in)/from investing activities	(39.2)	110.5
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

Net cash from operating activities

The year-on-year increase for the first quarter of 2025 was $124.5 million, primarily driven by a decreased outflow of working capital changes of $63.0 million and increased operating income before working capital changes of $60.3 million.

Net cash (used in)/from investing activities

The year-on-year negative movement for the first quarter of 2025 was primarily due to lower net short-term deposits of $165.2 million offset by lower capital expenditure for property, plant and equipment (including advance payments) of $8.8 million.

Net cash used in financing activities

The year-on-year increase for the first quarter of 2025 was primarily due to a $72.2 million lower net cash inflow from the issuance and repayment of borrowings offset by $25.7 million lower interest paid.

OPERATING INCOME

The year-on-year increase in operating income was $170.1 million of which $67.4 million related to the increase in Adjusted EBITDA (described previously). The remaining increase was primarily due to an $87.9 million goodwill impairment charge in the comparative period related to the Latam tower business.

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FINANCE INCOME/COSTS

Set out below are finance income and costs for the three month periods ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025	2024
	$’million	$’million

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
Finance income	20.5	10.8

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
Finance costs	114.3	1,563.0
Net finance costs	93.8	1,552.2

Finance income and costs are typically driven by interest rates on deposits and borrowings. However, for the quarter ended March 31, 2024 finance costs were impacted by significant foreign exchange movements arising on our Nigerian subsidiaries’ U.S. dollar denominated intercompany loans and U.S. dollar denominated letters of credit as a result of the devaluation of the Naira versus the U.S. dollar.

The year-on-year decrease in net finance costs for the first quarter of 2025 was $1,458.4 million, primarily driven by the decrease in net foreign exchange losses arising from financing (realized and unrealized) of $1,403.9 million due to movements in the Naira.

INCOME TAX EXPENSE/(BENEFIT)

Set out below is the income tax expense for the three month periods ended March 31, 2025 and 2024:


	Three months ended March 31,
	2025	2024
	$’million	$’million

Current taxes	42.0	4.7
Deferred income taxes	(3.5)	(6.7)
Total taxation expense/(benefit)	38.5	(2.0)

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

The preparation of our financial information requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that we believe to be reasonable under the circumstances.

Our critical accounting policies are described under the heading “Critical Accounting Policies and Significant Judgments and Estimates” in our 2024 Annual Report and the notes to the audited financial statements in our 2024 Annual Report. There have been no material changes to our critical accounting policies and estimates from those discussed in our Annual Report.

For a summary of our material accounting policies, see note 2 to the unaudited condensed consolidated interim financial statements for the period ended March 31, 2025.

Refer to note 3 to the unaudited condensed consolidated interim financial statements that appear elsewhere in this report for further detail.

RECENT ACCOUNTING PRONOUNCEMENTS

New standards and interpretations not yet adopted are disclosed in note 2.4 to the unaudited condensed consolidated interim financial statements included elsewhere in this report.