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August 28, 2023
Steve Howden
Chief Financial Officer
IHS Holding Ltd.
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
Re:IHS Holding Ltd.
Form 20-F for Fiscal Year Ended December 31, 2022
Filed on March 28, 2023
File No. 001-40876
Dear Steve Howden:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Key Financial and Operational Performance Indicators
Recurring Levered Free Cash Flow, page 93
1.You disclose that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, non-
discretionary capital expenditure, Recurring Levered Free Cash Flows (“RLFCF”), and
Return Adjusted EBITDA, the number of Towers in our portfolio and Colocation Rate are
key measures to assess your financial and operational performance.  You indicate that the
most directly comparable IFRS measure to Adjusted EBITDA, RLFCF and Return
Adjusted EBITDA is your profit/(loss) for the period. Please revise your future filings to
address the following items.
•Revise your disclosure to indicate whether you use the measure of RLFCF as a
performance measure, liquidity measure or both.  We note that you indicate that the

 FirstName LastNameSteve  Howden
 Comapany NameIHS Holding Ltd.
 August 28, 2023 Page 2
 FirstName LastName
Steve  Howden
IHS Holding Ltd.
August 28, 2023
Page 2
most directly comparable IFRS measure to RLFCF is your profit/(loss) for the period;
however, on page 93 you reconcile RLFCF to the nearest IFRS measure of cash from
operations.  Revise your disclosure to correct this inconsistency, as applicable.
•Revise to disclose the usefulness of RLFCF to investors.  Your disclosure should be
similar to the disclosures included in your press release in the Form 6-K filed on
March 28, 2023.  Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
•In your press release in the Form 6-K filed on March 28, 2023, you indicate
that RLFCF is useful to investors because it is also used by your management for
measuring your operating performance, profitability and allocating resources.  Given
that free cash flow is typically a liquidity measure, help us understand how you use
RLFCF to measure operating performance, profitability and allocation of resources.
If you use RLFCF as a performance measure, tell us what consideration you gave to
also providing a reconciliation of RLFCF to net profit/(loss) for the periods
presented.
•We note your reconciliation of RLFCF to the most comparable IFRS measure of cash
from operations.  Item 10(e)(1)(ii)(A) of Regulation S-K prohibits "excluding charges
or liabilities that required, or will require, cash settlement, or would have required
cash settlement absent an ability to settle in another manner, from non-GAAP
liquidity measures, other than the measures earnings before interest and taxes (EBIT)
and earnings before interest, taxes, depreciation and amortization (EBITDA)."  In this
regard, provide us with greater detail whether any of the individual charges excluded
from the measure required, or  will require, cash settlement.  Additionally, tell us how
you determined it was appropriate to include business combination costs in your
calculation of RLFCF.
•Tell us how you determined is was appropriate to include non-cash items, such as,
reversal of loss allowance on trade receivables, (reversal of impairment)/impairment
of inventory, and listing costs, in your determination of RLFCF.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Jean Yu, Staff
Accountant at 202-551-3305 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing