H1 2025 Results

Unaudited results for the six months ended 30 June 2025

Strong first half underpinning our full-year guidance

+9% year-on-year Adjusted EBITDA growth

+US$40m year-on-year free cash flow expansion

London, 31 July 2025: Helios Towers plc ("Helios Towers", "the Group" or "the Company"), the independent telecommunications infrastructure company, today announces results for the six months to 30 June 2025.

1 Alternative Performance Measures are described in our defined terms and conventions.

2 Calculated as per the Senior Notes definition of net debt divided by annualised Adjusted EBITDA.

Tom Greenwood, Chief Executive Officer, said:

"Reflecting on Helios Towers' fifteenth anniversary in June, I am immensely proud of the business we have built - one which always strives to deliver a world-class customer experience through our talented local teams - and underpinned by our robust and predictable business model.

These qualities were again reflected in our financial performance for the first half of the year - delivering strong Adj. EBITDA growth, continued ROIC and free cash flow expansion and further deleveraging. Accordingly, we reaffirm our guidance for the full-year.

We are extremely pleased with the progress we have made as we approach the culmination of our '2.2x by 2026' strategy. We have achieved what we set out to, with our successful platform integration supporting free cash flow inflection and expansion, setting the business up for the next phase of our strategy. Our Capital Markets Day, scheduled for November 6, will outline that new five-year strategy, our ambitious targets and new capital allocation policy, all of which will position us to maximise value for all our stakeholders"

Financial highlights

On track to deliver on FY 2025 guidance, driven by tenancy additions, underpinned by long-term contracted revenues that feature CPI and power price protections

· Revenue increased by 7% year-on-year to US$418.3m (H1 2024: US$389.9m), largely driven by tenancy growth

· Adjusted EBITDA increased by 9% year-on-year to US$225.5m (H1 2024: US$206.2m), driven by tenancy growth

· Adjusted EBITDA margin increased 1ppt year-on-year to 54% (H1 2024: 53%), driven by margin accretive tenancy ratio expansion and lower power prices

· Operating profit increased by 1% year-on-year to US$133.1m (H1 2024: US$132.3m), driven by Adjusted EBITDA growth partially offset by higher depreciation

· Profit after tax increased by US$55.4m, from a loss before tax of US$24.5m to a profit of US$30.9m, driven by US$46.0m lower finance costs due to positive foreign exchange differences and a US$29.7m improvement in other gains and losses due to hyperinflation accounting

· Recurring free cash flow1 (RFCF) increased by 40% year-on-year to US$69.5m, driven by Adjusted EBITDA growth

· ROIC expanded by 1ppt year-on-year to 14%, driven by capital efficient tenancy ratio expansion

· Free cash flow increased by US$39.7m year-on-year to US$29.9m principally driven by Adjusted EBITDA expansion and timing of discretionary capex

· Strong free cash flow and Adjusted EBITDA growth supported a decrease in net leverage by 0.4x year-on-year to 3.8x (H1 2024: 4.2x) and by 0.2x quarter-on-quarter (Q1 2025: 4.0x)

o  Moody's affirmed the B1 rating and revised the outlook to positive on 16 April 2025 and Fitch upgraded to BB- on 25 April 2025

· Business underpinned by long-term contracted revenues of US$5.3bn (H1 2024: US$5.5bn), of which 99.5% is from large multinational MNOs, with an average remaining initial life of 6.8 years (H1 2024: 7.4 years)

Operational highlights

Structurally high-growth markets, leading market positions and customer experience focus supporting strong and consistent tenancy growth

· Number of sites increased by 330 year-on-year to 14,515 (H1 2024: 14,185)

o  Increased by 98 quarter-on-quarter

o  Increased by 190 year-to-date

· Number of tenancies increased by 2,043 year-on-year to 30,617 (H1 2024: 28,574)

o  Increased by 543 quarter-on-quarter

o  Increased by 1,211 year-to-date

· Tenancy ratio increased by 0.10x year-on-year to 2.11x (H1 2024: 2.01x)

o  Increased by 0.02x quarter-on-quarter

o  Increased by 0.06x year-to-date

Environmental, Social and Governance (ESG)

· The Group has made continued progress against its 2026 Sustainable Business Strategy targets in H1 2025:

o  156m population coverage footprint (FY 2024: 151m)

o  99.99% power uptime (FY 2024: 99.99%)

o  29% female employees (FY 2024: 29%)

o  63% employees trained in Lean Six Sigma (FY 2024: 58%)

o  95% local employees in our operating companies (FY 2024: 95%)

· The Company continues to be recognised by external rating agencies for its Sustainable Business Strategy and commitment to transparency:

o  ESG score of 'AAA' from MSCI, the highest score from the investment research firm, was reaffirmed in February

o  Inclusion in the FTSE4Good Index for a third consecutive year

o  B score from CDP was reaffirmed in February

o  Gold rating from EcoVadis, among the top 5% of telecom companies for sustainability performance

2025 Outlook and guidance1

· The Group reaffirms its FY 2025 guidance:

o  2,000 - 2,500 tenancy additions

o  Adjusted EBITDA of US$460m - US$470m

o  Capital expenditure of US$150m - US$180m

§ Of which US$100m - US$130m and US$50m is expected to be discretionary1 and non-discretionary2, respectively

o  Free cash flow of US$40m - US$60m3

o  Net leverage c.3.5x

1 Guidance assumes the Group continues to apply the same accounting policies.

2 Non-discretionary includes maintenance and corporate capex.

3 Assumes a net working capital outflow of approximately $20m.

Helios Towers' management will host a conference call for analysts and institutional investors at 09.30 BST on Thursday, 31 July 2025. For the best user experience, please access the conference via the webcast. You can pre-register and access the event using the link below:

Registration Link - Helios Towers H1 2025 Results Conference Call

Event Name: H12025

Password: HELIOS

If you are unable to use the webcast for the event, or if you intend to participate in Q&A during the call, please dial in using the details below:

Europe & International +44 203 936 2999

South Africa (local) +27 87 550 8441

USA (local) +1 646 233 4753

Passcode: 499731

Upcoming Conferences and Events

· DB Access European TMT conference (London) - 3 to 4 September 2025

· Annual Off Piste Investor Conference (Cape Town) - 17 to 18 September 2025

· Helios Towers Capital Markets Day (London) - 6 November 2025

o  Click here to express interest in attending

For further information go to:

www.heliostowers.com

Investor Relations

Chris Baker-Sams - Head of Strategic Finance and Investor Relations

+44 (0)782 511 2288

[email protected]

Media relations

Andy Rivett-Carnac

Headland

+44 796 899 7365

[email protected]

Joe Hughes

Headland

+44 731 137 0016

[email protected]

About Helios Towers

· Helios Towers is a leading independent telecommunications infrastructure company, having established one of the most extensive tower portfolios across Africa and the Middle East. It builds, owns and operates telecom passive infrastructure, providing services to mobile network operators.

· Helios Towers owns and operates over 14,000 telecommunication tower sites in nine countries across Africa and the Middle East.

· Helios Towers pioneered the model in Africa of buying towers that were held by single operators and providing services utilising the tower infrastructure to the seller and other operators. This allows wireless operators to outsource non-core tower-related activities, enabling them to focus their capital and managerial resources on providing higher quality services more cost-effectively.

Alternative Performance Measures

The Group has presented a number of Alternative Performance Measures ("APMs"), which are used in addition to IFRS statutory performance measures. The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the business. These APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board. Profit/(loss) before tax, gross profit, non-current and current loans and long-term and short-term lease liabilities are the equivalent statutory measures (see 'Certain defined terms and conventions'). For more information on the Group's Alternative Performance Measures, see the Group's Annual report for the year ended 31 December 2024, published on the Group's website. Reconciliations of APMs to the equivalent statutory measure are also included in this half-year financial report.

Financial and Operating Review

Condensed consolidated statement of profit or loss

For the six months ended 30 June

Financial and operating metrics

Key metrics

For the six months ended 30 June

1 Adjusted gross margin means gross profit, adding back site depreciation, divided by revenue.

2 Group Adjusted EBITDA for the period includes corporate costs of US$20.3 million (2024: US$17.8 million).

3 Middle East & North Africa segment reflects the Company's operations in Oman (for further information on segmental split refer to note 3).

4 East & West Africa segment reflects the Company's operations in Tanzania, Senegal and Malawi.

5 Central & Southern Africa segment reflects the Company's operations in DRC, Congo Brazzaville, South Africa, Ghana and Madagascar.

Total tenancies as at 30 June

Revenue

Revenue increased by 7% to US$418.3m in the period ended 30 June 2025 (H1 2024: US$389.9m). The increase was largely driven by the growth in total tenancies from 28,574 as of 30 June 2024 to 30,617 as of 30 June 2025.

For the period ended 30 June 2025, 99.5% of revenues were from multinational MNOs and 67% were denominated in hard currency, being either USD, XAF/XOF (both of which are pegged to the Euro) or OMR (which is pegged to the US Dollar).

Contracted revenue

The following table provides our total undiscounted contracted revenue by country as of 30 June 2025 for each of the periods from 2025 to 2029, with local currency amounts converted at the applicable average rate for US Dollars for the period ended 30 June 2025 held constant. Our contracted revenue calculation for each year presented assumes: (i) no escalation in fee rates, (ii) no increases in sites or tenancies other than our committed tenancies, (iii) our customers do not utilise any cancellation allowances set forth in their MSAs, (iv) our customers do not terminate MSAs early for any reason and (v) no automatic renewal.

The following table provides our total undiscounted contracted revenue as of 30 June 2025 over the life of the contracts with local currency amounts converted at the applicable average rate for US Dollars for the period ended 30 June 2025 held constant. Our calculation uses the same assumptions as above. The average remaining initial life of customer contracts is 6.8 years (H1 2024: 7.4 years).

Cost of sales and adjusted gross profit

Year-on-year cost of sales increased by US$22.0m from US$188.9m in the period ended 30 June 2024 to US$210.9m in the period ended 30 June 2025. The increase was primarily driven by depreciation which was higher due to increased tenancies year-on-year and the impact of hyperinflation.

The Group has both annual CPI and quarterly or annual power price escalators embedded into its customers' contracts, which provides effective protection from inflation and power price movements on the Group's power and non-power costs.

The table below shows an analysis of the cost of sales on a region-by-region basis for the six month period ended 30 June 2025 and 2024.

Adjusted gross profit for the period increased by 9%, driven by tenancy growth.

Administrative expenses

Administrative expenses increased by US$6.3m year-on-year, to US$75.1m from US$68.8m in the prior year. Year-on-year the administrative cost level as a percentage of revenue has remained broadly flat at 18.0% (H1 2024: 17.6%).

Operating profit

Operating profit increased 0.6% year-on-year to US$133.1m (H1 2024: US$132.3m) driven by Adjusted EBITDA growth, partially offset by higher depreciation.

Other gains and losses

The gain of US$15.8m in H1 2025 (H1 2024: loss of US$13.9m) was predominantly driven by hyperinflation accounting in Ghana and Malawi, together with a small movement in fair value of our derivative instruments.

Finance costs

Finance costs have decreased 38% period-on-period to US$73.7m for the period ended 30 June 2025 (30 June 2024: US$119.7m) due to a US$9.9m decrease in interest costs to US$78.9m, driven by the refinancing in H1 2024, and a US$32.9m positive foreign exchange difference, driven by the strengthening of the Ghana Cedi and Central and West African Franc.

Tax expense

Tax expense was US$46.3 million in the period ended 30 June 2025 as compared to US$24.1m in the period ended 30 June 2024, primarily due to strong operating results and higher tax profitability across the operating entities.

The tax expense for the period is calculated by reference to the forecast full year tax rate and applied to profits for the period, adjusted for actual tax on adjusting items. The range of statutory income tax rates applicable to the Group's operating subsidiaries is between 15% and 30%. A tax charge is reported in the condensed financial statements which is above this range, as a result of losses recorded in Mauritius and UK which are not able to be group relieved against taxable profits in the operating company jurisdictions. No deferred tax is recognised on the losses recorded in Mauritius and UK as they are not likely to be utilised in the foreseeable future.

Based on recent experience of closing tax audit cases, the provisions held by the Group have been materially sufficient compared to the final amounts determined. The Directors considered the current provisions held by the Group to be appropriate.

Profit/(loss) after tax

The profit after tax for the half year was US$30.9m compared to a loss of US$24.5m in the comparative period, mainly driven by stable operating profit together with lower finance costs and movement in other gains and losses, as described above.

Other comprehensive income Other comprehensive income for the half year was US$31.7m compared to a loss of US$45.0m in the comparative period. This is primarily due to positive exchange differences on the translation of non-monetary assets in our operating entities.

Management cash flow

1 Payment of lease liabilities includes interest and principal repayments of lease liabilities.

2 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.

3 Net payment of interest corresponds to the net of 'Interest paid' (including withholding tax) and 'Interest received' in the Consolidated Statement of cash flow, excluding interest payments on lease liabilities.

4 Net change in working capital corresponds to movements in working capital, excluding cash paid for adjusting and EBITDA adjusting items and including movements in capital expenditure related working capital.

5 Discretionary capital additions includes acquisition, growth and upgrade capital additions and excludes IFRS 3 accounting adjustments.

6 Cash paid for exceptional and one-off items includes project costs and deal costs.

7 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs, borrowing drawdowns, loan issue costs and repayment of loans in the condensed consolidated statement of cash flows.

The Group has presented a condensed consolidated statement of cash flows for the six months ended 30 June 2025 later in this release.

Cash flows from operations

Cash generated from operations was higher at US$216.0m (H1 2024: US$175.7m), primarily driven by working capital movements.

Capital expenditure

The following table shows capital expenditure additions by category during the 6 months ended 30 June:

Trade and other receivables

Trade and other receivables increased by US$10.1m from US$305.3m as at 31 December 2024 to US$315.4m as at 30 June 2025. Strong cash collections from customers in Q2 2025 and the timing of invoices issued to customers in respect of services for Q3 2025 drove the lower trade receivables balance and higher contract assets, with the overall increase attributable to higher sundry receivables, which included an increase in supplier deposits.

Trade and other payables

Trade and other payables have decreased by US$14.0m from US$309.0m as at 31 December 2024 to US295.0m as at June 2025. This was primarily driven by a decrease in deferred income of US$24.0m due to timing of invoices being issued to customers; lower trade payables, which was predominantly offset by an increase in accruals, and higher VAT, Withholding and other tax payable due to timing of payments.

Loans and borrowings

As of 30 June 2025 and 31 December 2024 the Group's outstanding loans net of issue costs, including minority debt and excluding lease liabilities, were US$1,735.3m and US$1,721.3m respectively with net leverage decreasing to 3.8x in June 2025 from 4.0x in December 2024.

Alternative Performance Measures

The Group has presented a number of Alternative Performance Measures ("APMs"), which are used in addition to IFRS statutory performance measures. The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the business. These APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board. Some of these measures are also used for the purposes of setting remuneration targets.

Adjusted EBITDA and Adjusted EBITDA margin

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

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

Adjusted EBITDA is reconciled to profit/(loss) before tax as follows:

1 Deal costs comprise costs related to potential acquisitions and the exploration of investment opportunities, which cannot be capitalised. These comprise employee costs, professional fees, travel costs and set up costs incurred prior to operating activities commencing.

Adjusted gross profit and adjusted gross margin

Definition - Adjusted gross profit is defined as gross profit, adding back site depreciation. Adjusted gross margin is defined as adjusted gross profit divided by revenue.

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

Recurring free cash flow and free cash flow

Definition - Recurring free cash flow is defined as Adjusted EBITDA less maintenance and corporate capital expenditure, payments of lease liabilities (including interest and principal repayments of lease liabilities), tax paid, net payment of interest and net change in working capital. 

Purpose - This measure is used to evaluate the cash flow generated by the business operations after expenditure incurred on maintaining capital assets, lease liabilities, taxes, interest and working capital movements. It is a measure of the cash generation of the business before discretionary expenditure.

1 Payment of lease liabilities includes interest and principal repayments of lease liabilities.

2 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA.

3 Net payment of interest corresponds to the net of 'Interest paid' (including withholding tax) and 'Interest received' in the Consolidated Statement of cash flow, excluding interest payments on lease liabilities.

4 Net change in working capital corresponds to movements in working capital, excluding cash paid for adjusting and EBITDA adjusting items and including movements in capital expenditure related working capital.

5 Discretionary capital additions includes acquisition, growth and upgrade capital additions and excludes IFRS 3 accounting adjustments.

6 Cash paid for exceptional and one-off items includes project costs and deal costs.

7 Net cash flow from financing activities includes gross proceeds from issue of equity share capital, share issue costs, borrowing drawdowns, loan issue costs and repayment of loans in the condensed consolidated statement of cash flows.

Gross debt, net debt, net leverage and cash & cash equivalents

Definition - Gross debt is calculated as non-current loans, current loans, and long-term and short-term lease liabilities, in line with the covenant definition of the Group's senior debt. Net debt is calculated as gross debt less cash and cash equivalents. Net leverage is calculated as net debt divided by annualised Adjusted EBITDA.

Purpose - Net debt is a measure of the Group's net indebtedness that provides an indicator of overall balance sheet strength. It is also a single measure that can be used to assess both the Group's cash position and its indebtedness. The use of the term 'net debt' does not necessarily mean that the cash included in the net debt calculation is available to settle the liabilities included in this measure. Net leverage is used to show how many years it would take for a company to pay back its debt if net debt and Adjusted EBITDA are held constant.

1 External debt is presented in line with the balance sheet at amortised cost. External debt is the total loans owed to commercial banks and institutional investors, excluding loans due to minority interest holders from January 2024.

2 Annualised Adjusted EBITDA calculated as per the Senior Notes definition as the most recent fiscal quarter multiplied by 4. This is not a forecast of future results.

3 Net leverage is calculated as net debt divided by annualised Adjusted EBITDA.

Return on invested capital

Definition - Return on invested capital ('ROIC') is defined as annualised portfolio free cash flow divided by invested capital. Invested capital is defined as gross property, plant and equipment and gross intangible assets, less accumulated maintenance and corporate capital expenditure, adjusted for IFRS 3 accounting adjustments and deferred consideration for future sites.

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

1 Annualised portfolio free cash flow is calculated as portfolio free cash flow for the last twelve months.

Risk management

The risk management and governance process has not changed since the 2024 Annual report was published and is set out on pages 38 to 43 of the 2024 Annual report (available on the Group's website at www.heliostowers.com) and summarised as follows.

The creation and maintenance of the Group risk register involves the whole business with operating company and functional head input being consolidated by Group Compliance into a register for discussion and agreement at Executive level prior to submission to the Audit Committee and the Board. The risk register is updated twice a year after these discussions and a review of the external environment for any emerging risks.

All risks are classified into six broad risk types: Strategic, Reputational, Compliance (including legal), Finance, Operational and People. All risks are assessed according to the probability and consequence of being realised and a determination made to accept, avoid, or control and mitigate, in which case mitigating controls are clearly defined. A risk owner for all risks is identified.

During bi-annual discussions with Executive Management and functional heads of department, potential emerging risks are also discussed. These may result from internal developments, changes in organisational structure/personnel, potential new products or markets being considered or changes in the external environment such as regulatory changes, socio-economic, political or health and safety matters.

Emerging risks related to sustainability, climate change, evolving legal requirements concerning modern slavery and human rights abuses have been identified as part of the risk management process and continue to be monitored.

Principal risks and uncertainties

There has been no change in the nature, probability or potential impact of previously identified risks as set out on pages 51 to 56 of the 2024 Annual report (available on the Group's website at www.heliostowers.com). The risks are summarised as follows:

- Major quality failure or breach of contract

- Non-compliance with various laws and regulations

- Economic and political instability

- Significant exchange rate movements

- Non-compliance with licence requirements

- Loss of key personnel

- Technology risk

- Failure to remain competitive

- Failure to integrate new lines of business in new markets

- Tax disputes

- Operational resilience

- Pandemic risk

- Cyber security risk

- Climate change

Control environment

The effectiveness of the Group's system of internal control is regularly reviewed by the Board with specific consideration given to material financial, operational and sustainable risks and controls, with appropriate steps taken to address any issues identified.

Going concern

The Directors also considered it appropriate to prepare the condensed consolidated financial statements on a going concern basis, as explained in Note 1.

INDEPENDENT REVIEW REPORT TO HELIOS TOWERS PLC

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes 1 to 18.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".

Conclusion Relating to Going Concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed.

This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of the directors

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the review of the financial information

In reviewing the half-yearly financial report, we are responsible for expressing to the company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our Conclusion, including our Conclusion Relating to Going Concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with ISRE (UK) 2410. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Deloitte LLP

Statutory Auditor

London, United Kingdom

30 July 2025

Condensed consolidated statement of profit or loss and other comprehensive income (unaudited)

For the 6 months ended 30 June 2025

Earnings per share

Condensed consolidated statement of financial position (unaudited)

As at 30 June 2025

Condensed consolidated statement of changes in equity (unaudited)

For the 6 months ended 30 June 2025

Condensed consolidated statement of cash flows (unaudited)

For the 6 months ended 30 June 2025

Notes to the condensed consolidated financial statements (unaudited)

For the 6 months ended 30 June 2025

1. General Information

Helios Towers plc is an independent tower company, with operations across nine countries. Helios Towers plc is a public limited company incorporated and domiciled in the UK.

Going concern

The Directors believe that the Group is well placed to manage its business risks successfully, despite the current uncertain economic outlook in the wider economy. The Group's forecasts and projections, taking account of possible changes in trading performance, show that the Group should remain adequately liquid and should operate within the covenant levels of its current debt facilities.

As part of their regular assessment of the Group's working capital and financing position, the Directors have prepared a detailed trading and cash flow forecast for a period which covers at least 12 months after the date of approval of the condensed consolidated Financial Statements, together with sensitivities and a 'reasonable worst case' stress scenario. In assessing the forecasts, the Directors have considered:

· trading and operating risks presented by the conditions in the operating markets;

· the impact of macroeconomic factors, particularly inflation, interest rates and foreign exchange rates;

· climate change risks and initiatives, including the Group's Project 100 initiative;

· the availability of the Group's funding arrangements, including loan covenants and nonreliance on facilities with covenant restrictions in more extreme downside scenarios;

· the status of the Group's financial arrangements;

· progress made in developing and implementing cost reduction programmes, climate change considerations and initiatives and operational improvements; and

· mitigating actions available should business activities fall behind current expectations, including the deferral of discretionary overheads and other expenditures.

In particular for the current period, the Directors have considered the continuing impact of variable energy prices and the broader inflationary environment on the Group's operations. Based on the foregoing considerations, the Directors continue to consider it appropriate to adopt the going concern basis of accounting in preparing the condensed consolidated Financial Statements.

2. Accounting Policies

Basis of preparation

The annual financial statements of Helios Towers plc will be prepared in accordance with United Kingdom adopted International Accounting Standards. The condensed consolidated set of financial statements included in this half‑yearly financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34 'Interim Financial Reporting'.

Accounting policies are consistent with those adopted in the last statutory financial statements of Helios Towers plc and the audit opinion was unmodified. The information as of 31 December 2024 has been extracted from the audited financial statements of Helios Towers plc for the year ended 31 December 2024. These condensed consolidated financial statements do not constitute statutory financial statements under the Companies Act 2006. The condensed consolidated interim financial information for the six months ended 30 June 2025 has been reviewed by the auditor, but not audited. The information for the year ended 31 December 2024 shown in this report does not constitute statutory accounts for that year as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor has reported on those accounts. Their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial information for the six months ended 30 June 2025, which has been approved by the Board of Directors, has been prepared on the basis of the accounting policies set out in the Group's 2024 Annual Report on pages 136 to 143. The Group's 2024 Annual Report can be found on the Group's website www.heliostowers.com. These condensed consolidated Interim Financial Statements should be read in conjunction with the 2024 information. These condensed Interim Financial Statements have been prepared in accordance with IAS 34: "Interim Financial Reporting" contained in UK-adopted IFRS. There is no significant seasonality impact in the business.

The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

3. Segmental reporting

The following segmental information is presented in a consistent format with management information considered by the Group CEO, who is considered to be the chief operating decision maker (CODM). Operating segments are determined based on geographical location. All operating segments have the same business of operating and maintaining telecoms towers and renting space on such towers. Accounting policies are applied consistently for all operating segments. The segment operating result used by CODMs is Adjusted EBITDA, which is defined in Note 4.